DRAFT SHELF PROSPECTUS September 12, 2011

POWER FINANCE CORPORATION LIMITED

(Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company) Registered Office and Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India.

Tel: +91 11 2345 6000. Fax: +91 11 2341 2545. Compliance Officer & Company Secretary: Mr. J.S. Amitabh, Tel: +91 11 2345 6740 Fax: +91 11 2345 6786.

E-mail: infrabonds11-12@pfcindia.com. Website: www.pfcindia.com. PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (“COMPANY” OR “ISSUER”) OF ‘LONG TERM INFRASTRUCTURE BONDS’ OF FACE VALUE OF ` [●] EACH, IN THE NATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER SECTION 80CCF OF THE INCOME TAX ACT, 1961, AS AMENDED, (“BONDS”), UP TO ` 6,900 CRORES* (“ISSUE”). THE BONDS WILL BE ISSUED AT PAR IN ONE OR MORE TRANCHES UP TO ` 6,900 CRORES*, ON THE TERMS AND CONDITIONS AS SET OUT IN SEPERATE TRANCHE PROSPECTUSES FOR EACH SUCH TRANCHE. The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“SEBI Debt Regulations”). *The Issue does not exceed 25% of the incremental infrastructure investment made by the Company during Fiscal 2011.

GENERAL RISKS Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. Specific attention of the investors is invited to “Risk Factors” on page 8. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India. The Bonds are subject to a statutory lock-in for a minimum period of five years from the Deemed Date of Allotment and no trading market would exist or be established for the Bonds for this period, despite the Bonds being listed

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Shelf Prospectus contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Shelf Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Draft Shelf Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATINGCRISIL Limited (“CRISIL”) has, by its letter no. SN/FSR/PFC/2011-12/645 dated August 25, 2011 assigned a rating of AAA/Stable (pronounced “Triple A rating with stable outlook”) to the Bonds. Further, ICRA Limited has, by its letter no. D/RAT/2011-2012/P3/19 dated September 7, 2011, assigned a rating of AAA (pronounced triple A) with a ‘Stable’ outlook to the Bonds. These ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. These ratings are subject to revision or withdrawal at any time by the assigning rating agency(ies) and should be evaluated independently of any other ratings. For the rationale for these ratings, see Annexure II.

PUBLIC COMMENTSThe Draft Shelf Prospectus dated September 12, 2011 was filed with the Designated Stock Exchange, pursuant to the provisions of the SEBI Debt Regulations and was open for public comments for a period of seven Working Days, i.e., until 5 p.m.

LISTINGThe Bonds are proposed to be listed on the Bombay Stock Exchange Limited (“BSE”). BSE have given its in-principle listing approval by its letter dated [●]. The Designated Stock Exchange for the Issue is BSE.

Lead Managers to the Issue Registrar to the Issue Debenture Trustee for the Bondholders

SBI CAPITAL MARKETS LIMITED*202, Maker Tower E, Cuffe Parade, Mumbai 400 005, India Tel: +91 (22) 2217 8300; Fax: +91 (22) 2218 8332 Email: pfc2011@sbicaps.com Investor Grievance Email: investor.relations@sbicaps.com Website: www.sbicaps.com Contact person: Mr. Puneet Deshpande Compliance Officer: Mr. Bhaskar Chakraborty SEBI Registration No.: INM000003531

ICICI SECURITIES LIMITED ICICI Centre,H.T. Parekh Marg, Churchgate, Mumbai 400 020, India Tel: +91 (22) 2288 2460; Fax: +91 (22) 2282 6580 Email: pfcbondissue2011@icicisecurities.comInvestor Grievance Email: customercare@icicisecurities.com Website: www.icicisecurities.com

Contact person: Mr. Manvendra Tiwari Compliance Officer: Mr. Subir Saha

SEBI Registration No:INM000011179

KARVY COMPUTERSHARE PRIVATE LIMITED “Karvy House” 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad- 500 034, India Tel: +91 (1600) 3454001 Fax: +91 (40) 23431551 Email: pfc.ipo@karvy.com Investor Grievance Email: einward.ris@karvy.com Website: www.karvy.com

Contact Person: Mr. Murali Krishna SEBI Registration: INR000000221

PNB INVESTMENT SERVICES LIMITED 10, Rakeshdeep Building, Yusuf Sarai, Commercial Complex, Gulmohar Enclave, New Delhi – 110049, India Tel: +91 (11) 49495050 Fax: +91( 11) 41035057 Email: trustee@pnbisl.com Website: www.pnbisl.com

Contact Person: Mr. J K AgarwaSEBI Registration No.: IND000000510

ISSUE PROGRAMME ISSUE OPENS ON : [●] ISSUE CLOSES ON : [●]

The subscription list for the Issue shall remain open for subscription during banking hours for the period indicated above, except that the Issue may close on such earlier date as may be decided by the board of directors of the Company. In the event of early closure of the subscription list of the Issue for any reason other than full subscription for the Bonds, the Company shall ensure that notice is provided to the prospective investors through newspaper advertisements at least three days prior to such earlier date of Issue closure.  *The SEBI registration of one of the Lead Managers to the issue, SBI Capital Markets Limited was valid up to July 31, 2011. The application for renewal of the certificate of registration in the prescribed manner has been made by SBI Capital Markets Limited on April 29, 2011, to SEBI, three months before the expiry of the period of the certificate as required under Regulation 9(1) of the SEBI (Merchant Bankers) Regulations, 1992. The approval of SEBI in this regard is currently awaited.

TABLE OF CONTENTS

SECTION I – GENERAL  1 DEFINITIONS AND ABBREVIATIONS  1 CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON 

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FORWARD LOOKING STATEMENTS  7 SECTION II - RISK FACTORS  8 SECTION III – INTRODUCTION  30 THE ISSUE  30 SELECTED FINANCIAL INFORMATION  32 GENERAL INFORMATION  38 CAPITAL STRUCTURE  42 OBJECTS OF THE ISSUE  45 STATEMENT OF TAX BENEFITS 46 SECTION IV - ABOUT THE COMPANY  49 INDUSTRY OVERVIEW  49 OUR BUSINESS  59 REGULATIONS AND POLICIES 80 HISTORY AND CERTAIN CORPORATE MATTERS 91 MANAGEMENT  102 STOCK MARKET DATA FOR OUR EQUITY SHARES/DEBENTURES 113 FINANCIAL INDEBTEDNESS  115 SECTION V – LEGAL AND OTHER INFORMATION 126 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 126 OTHER REGULATORY AND STATUTORY DISCLOSURES 130 SECTION VI – ISSUE RELATED INFORMATION 133 ISSUE STRUCTURE  133 TERMS OF THE ISSUE  135 PROCEDURE FOR APPLICATION  149 SECTION VII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY 

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SECTION VIII – OTHER INFORMATION  170 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 170 DECLARATION  171    ANNEXURE I FINANCIAL STATEMENTS ANNEXURE II CREDIT RATINGS ANNEXURE III STOCK MARKET DATA FOR DEBENTURES ANNEXURE IV LIST OF TOP 10 NON-CONVERTIBLE DEBENTURE/BONDHOLDERS

 

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS This Draft Shelf Prospectus uses certain definitions and abbreviations which, unless the context indicates or implies otherwise, have the meaning as provided below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto.

Company Related Terms

Term Description“Issuer”, ‘PFC”, “our Company”, or “the Company”, or “the Corporation”

Power Finance Corporation Limited, a public limited company incorporated under the Companies Act, 1956.

“We”, or “us”, “our” or “Group” Power Finance Corporation Limited and its Subsidiaries, PFC Green Energy Limited, PFC Consulting Ltd., Chhattisgarh Surguja Power Ltd., Coastal Karnataka Power Limited, Coastal Maharashtra Mega Power Limited, Orissa Integrated Power Limited, Coastal Tamil Nadu Power Limited, Sakhigopal Integrated Power Company Limited, Ghogarpalli Integrated Power Company Limited, Tatiya Andhra Mega Power Ltd., Nagapattinam-Madhugiri Transmission Company Limited and PFC Capital Advisory Services Limited, and its joint ventures and associates, on a consolidated basis.

Articles/ Articles of Association/AoA

Articles of Association of our Company

Board/ Board of Directors Board of Directors of our Company Equity Shares Equity Shares of our Company of face value ` 10 each Memorandum/Memorandum of Association/MoA

Memorandum of Association of our Company

PFCCL PFC Consulting Limited PFCGEL PFC Green Energy Limited Registered Office and Corporate Office

The registered office and corporate office of our Company, situated at ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi- 110 001, India

RoC Registrar of Companies, National Capital Territory of Delhi and Haryana Statutory Auditors/Auditors Raj Har Gopal & Co. and N. K. Bhargava & Co., the statutory auditors of our

CompanySubsidiaries PFC Green Energy Limited, PFC Consulting Ltd., Chhattisgarh Surguja Power

Ltd., Coastal Karnataka Power Limited, Coastal Maharashtra Mega Power Limited, Orissa Integrated Power Limited, Coastal Tamil Nadu Power Limited, Sakhigopal Integrated Power Company Limited, Ghogarpalli Integrated Power Company Limited, Tatiya Andhra Mega Power Ltd., Nagapattinam-Madhugiri Transmission Company Limited and PFC Capital Advisory Services Limited.

Issue Related Terms

Term DescriptionAllotment/ Allot/ Allotted The issue and allotment of the Bonds to the successful Applicants,

pursuant to the Issue. Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue Applicant A Resident Individual or an HUF who applies for issuance of Bonds pursuant to

the terms of the relevant tranche prospectus and Application Form Application Amount The aggregate value of the Bonds applied for, as indicated in the

Application Form Application Form The form in terms of which the Applicant shall make an offer to subscribe to the

Bonds and which will be considered as the application for Allotment of Bonds in terms of tranche prospectus

Application Interest Interest paid on application money in a manner as more particularly detailed in “Terms of the Issue – Application Interest” on page 139.

Banker(s) to the Issue/ Escrow Collection Bank(s)

The banks which are clearing members and registered with SEBI with whom the Escrow Account will be opened and in this case being [●]

Bond Certificate(s) Physical Certificate issued to the Bondholder(s) pursuant to Allotment Bondholder(s) Any person holding the Bonds and whose name appears on the beneficial owners

list provided by the Depositories or whose name appears in the Register

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of Bondholders maintained by the Issuer Bonds Long term infrastructure bonds, in the nature of secured, redeemable, non-

convertible debentures of the Company of face value of ` [●] each, having benefits under section 80CCF of the Income Tax Act

BSE Bombay Stock Exchange Limited Buyback Amount The amount specified as buyback amount for the Bonds under “Terms of the

Issue” on page 135 Buyback Date [●] Buyback Intimation Period [●] Consolidated Bond Certificate The certificate issued by the Issuer to the Bondholder for the aggregate

amount of the Bonds that are applied in physical form or rematerialized and held by such Bondholder

CRISIL CRISIL Limited Debenture Trust Deed Trust deed to be entered into between the Debenture Trustee and the

Company, within three months from the Deemed Date of Allotment Debenture Trustee/ Trustee Trustee for the Bondholders in this case being PNB Investment Services Limited Deemed Date of Allotment The Deemed Date of Allotment shall be the date as may be determined

by the Board of the Company and notified to the Designated Stock Exchange Designated Date The date on which Application Amounts are transferred from the

Escrow Account to the Public Issue Account or the Refund Account, as appropriate, following which the Board of Directors shall Allot the Bonds to the successful Applicants, provided that the sums received in respect of the Issue will be kept in the Escrow Account up to this date

Designated Stock Exchange BSE Draft Shelf Prospectus This draft shelf prospectus dated Septemeber 12, 2011 filed by the Company

with the Designated Stock Exchange in accordance with the provisions of SEBI Debt Regulations for public comments

Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Applicants will issue cheques or drafts, in respect of the Application Amount when submitting an Application

Escrow Agreement Agreement dated [●] to be entered into by the Company, the Registrar to the Issue, the Lead Managers and the Escrow Collection Bank(s) for collection of the Application Amounts and where applicable, refunds of the amounts collected from the Applicants on the terms and conditions thereof

I-Sec ICICI Securities LimitedICRA ICRA LimitedIssue Public issue of the Bonds, in one or more tranches, for an amount up to

` 6,900 crore, which does not exceed 25% of the incremental infrastructure investment made by the Company in Fiscal 2011. 

Issue Closing Date [●] Issue Opening Date [●] Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive

of both days, during which prospective Applicants may submit their Application Forms

Lead Managers SBI Capital Markets Limited and ICICI Securities Limited  Lock-in Period Five years from the Deemed Date of AllotmentMarket / Trading Lot One BondNotification Notification No. 50/2011 F.No. 178/43/2011-SO(ITA 1) dated September 9,

2011 issued by the Central Board of Direct Taxes, MoF NSE National Stock Exchange of India LimitedPublic Issue Account An account opened with the Banker(s) to the Issue to receive monies from

the Escrow Accounts for the Issue on the Designated Date Record Date Date falling [●] days prior to the date on which interest or the Maturity

Amount is due and payableRefund Account The account opened with the Refund Bank(s), from which refunds, if any, of the

whole or part of the Application Amount shall be made Refund Bank [●] Refund Interest Interest paid on Application Amount in a manner as more particularly detailed in

“Terms of the Issue – Refund Interest ”on page 139 

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Register of Bondholders

The register of Bondholders maintained by the Issuer in accordance with the provisions of the Companies Act and as more particularly detailed in “Terms of the Issue – Register of Bondholders” on page 137 

Registrar to the Issue or Registrar

Karvy Computershare Private Limited

Resident Individual An individual who is a person resident in India as defined under the Foreign Exchange Management Act, 1999

SBI Caps SBI Capital Markets LimitedSecurity  [●]  Series 1 Bonds The ` [●], [●] percent, non-cumulative Bonds due [●] Series 2 Bonds The ` [●], [●] percent, cumulative Bonds due [●] Series 3 Bonds The ` [●], [●] percent, non-cumulative Bonds due [●] Series 4 Bonds The ` [●], [●] percent, cumulative Bonds due [●] Stock Exchanges BSE & NSE Tripartite Agreements Agreements entered into between the Issuer, Registrar and each of the

Depositories under the terms of which the Depositories agree to act as depositories for the securities issued by the Issuer. 

Working Days All days excluding Saturdays, Sundays or a public holiday in India or at any other payment centre notified in terms of the Negotiable Instruments Act, 1881 

Conventional and General Terms or Abbreviations

Term/Abbreviation Description/ Full Form Act/ Companies Act Companies Act, 1956 ADB Asian Development Bank AGM Annual General Meeting AS Accounting Standards as notified under Companies Act CBDT Central Board of Direct Taxes CDSL Central Depository Services (India) Limited CRAR Capital to Risk Assets Ratio Debt Listing Agreement The listing agreement for listing of debt securities on the BSE. DIN Director Identification Number DoEA Department of Economic Affairs, Ministry of Finance, Government of India DoFS Department of Financial Services, Ministry of Finance, Government of India Depository(ies) CDSL and NSDL Depositories Act Depositories Act, 1996 DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996 DRR Debenture Redemption Reserve DTC Direct Tax Code FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FII Foreign Institutional Investor (as defined under the SEBI (Foreign

Institutional Investors) Regulations, 1995), registered with the SEBI under applicable laws in India

FIMMDA Fixed Income Money Markets and Derivatives Association of India Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year GDP Gross Domestic ProductGoI or Government Government of IndiaICAI Institute of Chartered Accountants of IndiaIFRS International Financial Reporting StandardsIncome Tax Act Income Tax Act, 1961MoP Ministry of Power, GoIRBI Reserve Bank of India

Term/Abbreviation Description/ Full Form India Republic of IndiaIndian GAAP Generally accepted accounting principles followed in India IT Information technologyLIBOR London Inter-Bank Offer Rate

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MoF Ministry of Finance, GoIMCA Ministry of Corporate Affairs, GoINBFC Non Banking Finance Company, as defined under applicable RBI guidelinesNECS National Electronic Clearing SystemNEFT National Electronic Fund TransferNSDL National Securities Depository LimitedNSE National Stock Exchange of India LimitedNRI Non Resident Indianp.a. Per annumPAN Permanent Account NumberPAT Profit After TaxPFI Public Financial Institution, as defined under Section 4A of the Companies ActPMDO Pooled Municipal Debt ObligationPPP Public Private PartnershipRBI Reserve Bank of India` or Rupees or Indian Rupees The lawful currency of IndiaRTGS Real Time Gross Settlement

SARFAESI Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002

SEBI Securities and Exchange Board of IndiaSEBI Act SEBI Act, 1992SEBI Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008  Business / Industry Related Terms

Term/Abbreviation Description/ Full Form ADB Asian Development BankALCO Asset Liability Management CommitteeAPDRP Accelerated Power Development and Reform Program AT&C Aggregate technical and commercial lossesCAGR Compounded Annual Growth RateCDM Clean Development MechanismCEA Central Electricity AuthorityDMS Distribution Management SystemDPE Department of Public Enterprises, Government of India ECBs External Commercial BorrowingsFCNR Foreign Currency Non-ResidentIFC Infrastructure Finance CompanyIPP Independent Power ProducerISO International Organization for StandardizationITP Independent Transmission Project(s)JNNSM Jawaharlal Nehru National Solar MissionMNRE Website of the Ministry of New and Renewable Energy MW Mega WattsNBFC Non Banking Financial CompanyNCDEX National Commodities & Derivatives Exchange Limited NHPC NHPC LimitedNPAs Non-Performing AssetsNPCIL Nuclear Power Corporation of India LimitedNPEL National Power Exchange LimitedNTPC NTPC LimitedPECAP Power Equity Capital Advisors Private LimitedPEIL Power Exchange India LimitedPSU Public Sector UndertakingPV PhotovoltaicR-APDRP Restructured Accelerated Power Development and Reform ProgrammeSEBs State Electricity BoardsSERC State Electricity Regulatory Board(s)SIA SCADA Implementing agencies

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SPU State Power UtilitiesSPV Special Purpose VehicleTCS Tata Consultancy Services LimitedUMPP Ultra Mega Power ProjectUSAID United States Agency for International Development USPP United State Private PlacementYield Ratio of interest income to the daily average of interest earning assets

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CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON

Certain Conventions All references in this Draft Shelf Prospectus to “India” are to the Republic of India and its territories and possessions. Financial Data Unless stated otherwise, the financial data in this Draft Shelf Prospectus is derived from (i) our audited standalone financial statements, prepared in accordance with Indian GAAP and the Companies Act for the Fiscal 2011, 2010, 2009, 2008 and 2007; and/or (ii) our consolidated financial statements, prepared in accordance with Indian GAAP and the Companies Act for the Fiscal 2011, 2010 and 2009. In this Draft Shelf Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. The current financial year of the Company commences on April 1 and ends on March 31 of the next year, so all references to particular “financial year”, “fiscal year” and “Fiscal” or “FY”, unless stated otherwise, are to the 12 months period ended on March 31 of that year. The degree to which the Indian GAAP financial statements included in this Draft Shelf Prospectus will provide meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Shelf Prospectus should accordingly be limited. Currency and Unit of Presentation In this Draft Shelf Prospectus, references to “`” “Rs.”, “Indian Rupees”, “INR” and “Rupees” are to the legal currency of India and references to “US$”, “USD”, and “U.S. dollars” are to the legal currency of the United States of America, references to “Euro” and “€” are to the legal currency of the European Union and references to “Yen” and “JPY” are to the legal currency of Japan. For the purposes of this Draft Shelf Prospectus data has been given in `in Crore. In the Draft Shelf Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding off. Industry and Market Data Any industry and market data used in this Draft Shelf Prospectus consists of estimates based on data reports compiled by government bodies, professional organizations and analysts, data from other external sources and knowledge of the markets in which we compete. These publications generally state that the information contained therein has been obtained from publicly available documents from various sources believed to be reliable but it has not been independently verified by us or its accuracy and completeness is not guaranteed and its reliability cannot be assured. Although we believe the industry and market data used in this Draft Shelf Prospectus is reliable, it has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes of presentation. Data from these sources may also not be comparable. The extent to which the industry and market data is presented in this Draft Shelf Prospectus is meaningful depends on the reader‘s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business and methodologies and assumptions may vary widely among different market and industry sources. Exchange Rates The exchange rates (in `) of the US$, JPY and € as for last five years are provided below:

Source: SBI TT Selling rates

Currency March 31, 2007 March 31, 2008 March 31, 2009 March 31, 2010 March 31, 2011 USD 43.77 40.11 51.45 45.58 45.14 JPY 0.3724 0.4029 0.5265 0.4900 0.5484 Euro 58.34 63.47 68.43 61.31 63.99

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FORWARD LOOKING STATEMENTS Certain statements contained in this Draft Shelf Prospectus that are not statements of historical fact constitute “forward-looking statements”. Investors can generally identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “seek”, “should”, “will”, “would”, or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, revenue and profitability, new business and other matters discussed in this Draft Shelf Prospectus that are not historical facts. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

• growth prospects of the Indian infrastructure sector and related policy developments;

• general, political, economic, social and business conditions in Indian and other global markets; • our ability to successfully implement our strategy, growth and expansion plans;

• competition in the Indian and international markets;

• availability of adequate debt and equity financing at reasonable terms; • performance of the Indian debt and equity markets;

• changes in laws and regulations applicable to companies in India, including foreign exchange control

regulations in India; and

• other factors discussed in this Draft Shelf Prospectus, including under “Risk Factor” on page 8. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Our Business” on page 59. The forward-looking statements contained in this Draft Shelf Prospectus are based on the beliefs of management, as well as the assumptions made by, and information currently available to, management. Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize, or if any of our underlying assumptions prove to be incorrect, our 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 us are expressly qualified in their entirety by reference to these cautionary statements.

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SECTION II - RISK FACTORS You should carefully consider all the information in this Draft Shelf Prospectus, including the risks and uncertainties described below, and under “Our Business” on page 59 and “Financial Statements”on Annexure I, before making an investment in the Bonds. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, prospects, results of operations and financial condition. If any of the following or any other risks actually occur, our business prospects, results of operations and financial condition could be adversely affected and the price of, and the value of your investment in the Bonds could decline and you may lose all or part of your investment. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed in such risk factors. The numbering of risk factors has been done to facilitate ease of reading and reference, and does not in any manner indicate the importance of one risk factor over another. In this section, unless the context otherwise requires, a reference to the "Company" is a reference to Power Finance Corporation Limited and unless the context otherwise requires, a reference to "we", "us" and "our" refers to Power Finance Corporation Limited and its Subsidiaries, joint ventures and associate companies, as applicable in the relevant fiscal period, on a consolidated basis. RISKS RELATING TO OUR BUSINESS AND INDUSTRY 1. We have a significant concentration of outstanding loans to certain borrowers, particularly public sector power

utilities, many of which are historically loss-making, and if these loans become non-performing, the quality of our asset portfolio may be adversely affected. As of March 31, 2011, our single largest borrower accounted for 8.55% (`8510.60 crore) of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 33.49% (`33346.76 crores) and 54.88% (`54651.47 crores), respectively of our total outstanding loans.

We are a public financial institution focused on the power sector in India, which has a limited number of borrowers primarily comprising State power utilities ("SPUs") and State electricity boards ("SEBs"), many of which have been historically loss making. Our past exposure has been, and future exposure is expected to be, concentrated towards these borrowers. As of March 31, 2011, our state sector, central sector joint sector and private sector borrowers accounted for 64.79%,20.39%,8.03% and 6.80%, respectively, of our total outstanding loans. Historically, public sector utilities have had a relatively weak financial position and have in the past defaulted on their indebtedness. Consequently, we have had to restructure some of the loans sanctioned to certain SPUs and SEBs, including rescheduling of repayment terms. In addition, many of our public sector borrowers, particularly SPUs, are susceptible to various operational risks including low metering at the distribution transformer level, high revenue gap, high receivables, low plant load factors and high aggregate technical and commercial ("AT&C") losses, which may lead to further deterioration in the financial condition of such entities. As of March 31, 2011, our single largest borrower accounted for 8.55% of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 33.49% and 54.88%, respectively, of our total outstanding loans. In addition, we have additional exposure to these borrowers in the form of non-fund based assistance. Our most significant borrowers are primarily public sector power utilities. Any negative trends or financial difficulties, or an inability on the part of such borrowers to manage operational, industry and other risks applicable to such borrowers, could result in an increase in our non-performing assets ("NPAs") and adversely affect our business, financial condition and results of operations. 2. We may not be able to recover, or there may be a delay in recovering, the expected value from such security and

collaterals which may affect our financial condition. Although we endeavor to obtain adequate security or implement quasi-security arrangements in connection with our loans, we have not obtained such security or collateral for all our loans. In addition, in connection with certain of our loans, we have been able to obtain only partial security or have made disbursements prior to adequate security being created or perfected. There can be no assurance that any security or collateral that we have obtained will be adequate to cover repayment of our loans or interest payments thereon or that we will be able to recover the expected value of such security or collateral in a timely manner, or at all. As of March 31, 2011, 62.90% of our outstanding loans were secured by a charge on the relevant project assets, 14.86% were unsecured (but guaranteed by the relevant State government), and 22.24% were unsecured.

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Our loans are typically secured by various movable and immovable assets and/or other collaterals. We generally seek a first ranking pari passu charge on the relevant project assets for loans extended on a senior basis, while for loans extended on a subordinated basis, we generally seek to have a second pari passu charge on the relevant project assets. In addition, some of our loans may relate to imperfect security packages or negative liens provided by our borrowers. The value of certain kinds of assets may decline due to operational risks that are inherent to power sector projects, the nature of the asset secured in our favor and any adverse market or economic conditions in India or globally. The value of the security or collateral obtained may also decline due to an imperfection in the title or difficulty in locating movable assets. Although several pieces of legislation in India provide for various rights of creditors for the effective realization of collateral in the event of default, there can be no assurance that we will be able to enforce such rights in a timely manner, or at all. There could be delays in implementing bankruptcy or foreclosure proceedings. Further, inadequate security documentation or imperfection in title to security or collateral, requirement of regulatory approvals for enforcement of security or collateral, or fraudulent transfers by borrowers may cause delays in enforcing such securities. In addition, certain of our loans have been granted as part of a syndicate, and joint recovery action implemented by a consortium of lenders may be susceptible to delay. In addition, in the event that any specialized regulatory agency assumes jurisdiction over a defaulting borrower, actions on behalf of creditors may be further delayed. In addition, the RBI has developed a corporate debt restructuring process to enable timely and transparent debt restructuring of corporate entities that are beyond the jurisdiction of the Board of Industrial and Financial Reconstruction, the Debt Recovery Tribunal and other legal proceedings. The applicable RBI guidelines contemplate that in the case of indebtedness aggregating ` 100.00 million or more, lenders for more than 75.0% of such indebtedness by value and 60.0% by number may determine the restructuring of such indebtedness and such determination is binding on the remaining lenders. In circumstances where other lenders account for more than 75.0% of such indebtedness by value and 60.0% by number and they are entitled to determine the restructuring of the indebtedness of any of our borrowers, we may be required by such other lenders to agree to such debt restructuring, irrespective of our preferred mode of settlement of our loan to such borrower. In addition, with respect to any loans made as part of a syndicate, a majority of the relevant lenders may elect to pursue a course of action that may not be favorable to us. Any such debt restructuring could lead to an unexpected loss that could adversely affect our business, financial condition, results of operations. 3. We have granted loans to private sector borrowers on a non-recourse or limited recourse basis, which increases

the risk of non-recovery and may adversely affect our financial condition. As of March 31, 2011, ` 6772.27 crore, or 6.80%, of our total loans outstanding as of such date, were to private sector borrowers.

We commenced lending to private sector borrowers in fiscal 1997. As of March 31, 2011, ` 6,772.27 crores, or 6.80%, of our total loans outstanding as of such date, were to private sector borrowers. Under the terms of our loans to private sector borrowers, our loans are secured by project assets, and in certain cases, we also obtain additional collateral in the form of a pledge of shares by the relevant promoter, or sponsor guarantee. We expect to increase our exposure to private sector borrowers in the future. The ability of such borrowers to perform their obligations under our loans will depend primarily on the financial condition and results of the relevant projects, which may be affected by many factors beyond the borrowers' control, including competition, operating costs, regulatory issues and other risks. If borrowers with non-recourse or limited recourse loans were to be adversely affected by these or other factors and were unable to meet their obligations, the value of the underlying assets available to repay the loans may become insufficient to pay the full principal and interest on the loans, which could expose us to significant losses. 4. Our ability to compete effectively is dependent on our ability to maintain a low effective cost of funds; an

inability to do so could have a material adverse effect on our business, financial condition and results of operations.

Our ability to compete effectively is dependent on our timely access to, and the costs associated with raising capital and our ability to maintain a low effective cost of funds in the future that is comparable or lower than that of our competitors. Historically, we have been able to reduce our cost of capital and reliance on commercial borrowings through issuance of Rupee denominated bonds and loans guaranteed by the GoI. We also benefit from certain tax benefits extended by the GoI. As a government owned NBFC, loans made by us to Central and State entities in the power sector are currently exempt from the RBI's prudential lending (exposure) norms that are applicable to other non-government owned NBFCs. In addition, in respect of certain of our foreign currency borrowings guaranteed by the GoI, we have been exempted from guarantee fees payable to the GoI, which has also enabled us to reduce our costs of funds. There can be no assurance that we will continue to benefit from any direct or indirect support from the GoI and any adverse development in GoI policies may result in an increase in our cost of funds. Following a general decrease in the level of direct and indirect financial support by the GoI to us in recent years, we are fundamentally dependent upon

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funding from the equity and debt markets and commercial borrowings and are particularly vulnerable in this regard given the growth of our business. The market for such funds is competitive and there can be no assurance that we will be able to obtain funds on acceptable terms, or at all. Many of our competitors have greater and cheaper sources of funding than we do. Further, many of our competitors may have larger resources or balance sheet strength than us and may have considerable financing resources. In addition, since we are a non-deposit taking NBFC, we may have restricted access to funds in comparison to banks and deposit taking NBFCs. While we have generally been able to pass any increased cost of funds onto our customers, we may not be able to do so in the future. If our financial products are not competitively priced, there is a risk of our borrowers raising loans from other lenders and in the case of financially stronger SPUs and SEBs and private sector borrowers, the risk of their raising funds directly from the market. Our ability to raise capital also depends on our ability to maintain our credit ratings in order to access various cost competitive funding options. We are also dependent on our classification as an IFC which enables us, among other things, to diversify our borrowings through the issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits to bondholders and to raise, under the automatic route (without the prior approval of the RBI), ECBs up to US$500.00 million each fiscal year, subject to the aggregate outstanding ECBs not exceeding 50.0% of our Owned Funds. In addition, adverse developments in economic and financial markets or the lack of liquidity in financial markets could make it difficult for us to access funds at competitive rates. If we are not able to maintain a low effective cost of funds, we may not be able to implement our growth strategy, competitively price our loans and, consequently, we may not be able to maintain the profitability or growth of our business, which could have a material adverse effect on our business, financial condition and results of operations. 5. The escrow account mechanism and the trust and retention account arrangements implemented by us as a

quasi-security mechanism in connection with the payment obligations of our borrowers may not be effective, which could adversely affect our financial condition and results of operations.

We use escrow accounts as a credit enhancement mechanism for certain of our public sector borrowers that do not meet certain of our credit risk criteria. As of March 31, 2011, 80.51% of our outstanding loans to State and Central sector borrowers involved such escrow account mechanism. Similarly, in the case of private sector borrowers, security is typically obtained through a first priority pari passu charge on the relevant project assets, and through a trust and retention mechanism. The escrow account mechanism and the trust and retention account arrangements are effective in the event that revenue from the end users or other receipts, as applicable, is received by our borrowers and deposited in the relevant escrow account or trust and retention account. We do not have any arrangement in place to ensure that such revenue is actually received or deposited in such accounts and the effectiveness of the escrow account mechanism and the trust and retention account arrangements is limited to such extent. In the event that end users do not make payments to our borrowers, the escrow account mechanism and the trust and retention account arrangements will not be effective in ensuring the timely repayment of our loans, which may adversely affect our financial condition and results of operations. In addition, as we diversify our loan portfolio and enter into new business opportunities, we may not be able to implement such or similar quasi-security mechanisms or arrangements and there can be no assurance that even if such mechanisms and arrangements are implemented, that they will be effective. 6. Our borrowers’ insurance of their assets may not be adequate to protect them against all potential losses to

which they may be subject to, which could affect our ability to recover the loan amounts due to us. Under our loan agreements, where loans are extended on the basis of charge on assets, our borrowers are required to create a charge on their assets in our favour in the form of hypothecation or mortgage or both. In addition, terms and conditions of the loan agreements require our borrowers to maintain insurance against damage caused by any disasters including floods, fires and earthquakes or theft on their charged assets as collateral against the loan granted by us. However, in most cases our borrowers do not have the adequate insurance coverage, or they have not renewed the insurance policies or the amount of insurance coverage may be less than the replacement costs of all covered property and is therefore insufficient to cover all financial losses that our borrowers may suffer. In the event the assets charged in our favour are damaged, it may affect our ability to recover the loan amounts due to us. 7. We will be impacted by volatility in interest rates in our operations, which could cause our net interest margins

to decline and adversely affect our profitability. Our operations will be impacted by volatility in interest rates. Interest rates are highly sensitive due to many factors beyond our control, including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic and political conditions and other factors. Due to these factors, interest rates in India have

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historically experienced a relatively high degree of volatility. When interest rates decline, we are subject to greater re-pricing and prepayment risks as borrowers take advantage of the attractive interest rate environment. In periods of low interest rates and high competition among lenders, borrowers may seek to reduce their borrowing cost by asking lenders to re-price loans. If we are required to restructure loans, it could adversely affect our profitability. If borrowers prepay loans, the return on our capital may be impaired as any prepayment premium we receive may not fully compensate us for the costs of utilizing funds elsewhere. If interest rates rise we may have greater difficulty in maintaining a low effective cost of funds compared to our competitors, who may have access to lower cost funds. 8. Our interest income and profitability is dependant on the continued growth of our asset portfolio. Our results of operations are substantially dependent upon the level of our Net Interest Margins. Income from our financing activities is the largest component of our total income. Among other factors, volatility in interest rates can materially and adversely affect our financial performance. In a rising interest rate environment, if the yield on our interest-earning assets does not increase simultaneously with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent as the yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted. Our net interest margin has decreased from 3.98% in fiscal 2009-10, to 3.86%for the year ended March 31, 2011. Any such declines in our net interest margins in the future can have a material adverse effect on our business, financial condition and results of operations. 9. As an NBFC and an IFC, we are required to adhere to certain individual and borrower group exposure limits

prescribed by the RBI. Any change in the regulatory regime may adversely affect our business, financial condition, results of operations.

We are a systemically important non-deposit taking NBFC and are subject to various regulations by the RBI as an NBFC. With effect from July 28, 2010, our Company has been classified as an IFC by the RBI, which classification is subject to certain conditions including (i) a minimum of 75.0% of the total assets of such NBFC should be deployed in infrastructure loans (as defined under the Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007); (ii) net owned funds of ` 300.00 crore or more; (iii) a minimum credit rating of "A" or an equivalent credit rating of CRISIL, FITCH, CARE, ICRA or equivalent rating by any other accrediting rating agencies; and (iv) a capital to risk-weighted asset ratio ("CRAR") of 15.0% (with a minimum Tier I capital of 10.0%). Tier I capital for such purposes mean Owned Funds as reduced by investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10.0% of the Owned Fund and perpetual debt instruments issued by an systemically important non-deposit taking NBFC in each year to the extent it does not exceed 15.0% of the aggregate Tier I capital of such company as on March 31 of the previous accounting year. The maximum exposure ceilings as prescribed in respect of systemically important non-deposit taking NBFC that are also IFCs under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are set out below: Concentration of credit / investment Loan company Infrastructure Finance Company Lending ceilings 1.1.1 1.1.2 Lending to any single borrower 15% (+ 5*) 25% Lending to any single group of borrowers 25% (+ 10*) 40% Investing ceilings 1.1.3 1.1.4 Investing in shares of a company 15% (+ 5*) 15% (+ 5*) Investing in shares of a single group of companies

25% (+ 10*) 25% (+ 10*)

Loans and investment taken together 1.1.5 1.1.6 Lending and investing to single party 25% (+ 5*) 30% Lending and investing to single group of parties

40% (+ 10*) 50%

* Additional exposure applicable in case the same is on account of infrastructure loan and/or investment.

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As of March 31, 2011, the CRAR of our Company was 15.71%. Any inability to continue being classified as an IFC may impact our growth plans by affecting our competitiveness. As an IFC, we will have to constantly monitor our compliance with the necessary conditions, which may hinder our future plans to diversify into new business lines. In the event we are unable to comply with the eligibility condition(s), we may be subject to regulatory actions by the RBI and/or cancellation of our registration as a systemically important non-deposit taking NBFC that are also IFCs. Any levy or fines or penalties or the cancellation of our registration as an NBFC or IFC may adversely affect our business, prospects, results of operations and financial condition. In addition, the RBI has exempted us from prudential exposure norms in respect of lending to Central and State sector borrowers in the power sector until March 31, 2012. In compliance with RBI's directive in this regard, we are in the process of formulating and submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the manner in which we intend to comply with such prudential lending norms of the RBI, including additional capitalization. However, if such exemption is not extended, our business prospects, financial condition and results of operations may be adversely affected. In addition, our ability to borrow from various banks may be restricted under guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs. For example, according to the RBI, the exposure (both lending and investment, including off balance sheet exposures) of a bank to a single NBFC should not exceed 10.0% of the bank's capital funds as per its last audited balance sheet. Banks may, however, assume exposures on a single NBFC up to 15.0% of their capital funds provided the exposure in excess of 10.0% is on account of funds on-lent by the NBFC to the infrastructure sector. Further, exposure of a bank to IFCs should not exceed 15.0% of its capital funds as per its last audited balance sheet, with a provision to increase it to 20.0% if the same is on account of funds on-lent by the IFCs to the infrastructure sector. Banks may also consider fixing internal limits for their aggregate exposure to the power sector put together. Although we do not believe such exposure limits have had any adverse effects on our own liquidity, we believe that individual lenders from whom we currently borrow may not be able to continue to provide us funds. As we grow our business and increase our borrowings we may face similar limitations with other lenders, which could impair our growth and interest margins and could therefore have a material adverse effect on our business, financial condition, results of operations. 10. We are involved in a number of legal proceedings that, if determined against us, could adversely impact our

business and financial condition. Our Company is a party to various legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts, tribunals, statutory and regulatory, authorities/ other judicial authorities, and if determined against our Company, could have an adverse impact on the business financial condition and results of operations of our Company. For further information relating to outstanding litigation against our Company, see the section titled "Outstanding Litigation and Material Developments" on page 126 of this Draft Shelf Prospectus. No assurances can be given as to whether these legal proceedings will be decided in our Company’s favor or have no adverse outcome, nor can any assurance be given that no further liability will arise out of these claims. Details of the proceeding that have been initiated against and by our Company and the amounts claimed against and by us in these proceedings, to the extent ascertainable, are set forth below: Litigation against and by our Company Nature of Proceedings Number of Proceedings against the

Company Amount Involved (` Crores)*

Writ Petitions 5 Not ascertainable

Income Tax 11 108.60

Consumer Cases 2 0.01

Civil 3 14.03

Total 21 122.64

* The amounts stated do not include the interest claimed or payable. 11. Our contingent liabilities in the event they were to materialize could adversely affect our business, financial

condition, results of operations. As of March 31, 2011, we had contingent liabilities of `6297.20 crore including non-funded contingent exposure of ` 531.38 crore in the form of guarantees and ` 5758.02 crore in the form of letters of comfort issued to borrowers’ banks in connection with letters of credit and other contingent liabilities ` 7.81 crore. If these contingent liabilities materialize, our financial condition could be adversely affected.

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12. If the level of non-performing assets in our loan portfolio were to increase, our financial condition would be

adversely affected. In the past, our gross NPAs have been as indicated below: Particulars as of (` crore) As % of total loan assets March 31, 2009 13.16 0.02%March 31, 2010 13.16 0.02%March 31, 2011 230.65 0.23%

The provisioning has been made in terms of prudential norms laid down internally by us. As a government owned NBFC, loans made by us to Central and State sector borrowers in the Indian power sector are currently exempt from the RBI's prudential lending (exposure) norms that are applicable to other non-government owned NBFCs. Such exemption, unless further extended by the GoI, is currently applicable until March 31, 2012. In compliance with RBI's directive in this regard, we are in the process of formulating and submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the manner in which we intend to comply with such prudential norms of the RBI, including further capitalization. In accordance with our internal prudential norms, in case of government sector borrowers, we follow a loan-wise NPA determination policy, rather than a borrower-wise NPA determination policy, which is a regulatory requirement for other non-government sector NBFCs. In the event we are required to follow a borrower-wise NPA determination policy for our government sector borrowers, our NPA levels may increase substantially, which may have a material adverse effect on our business, financial condition and results of operations. In addition, we may, from time to time, amend our policies and procedures regarding asset classification or rescheduling of our loans, which may also increase our level of NPAs. In addition, we are required to assign risk weight of 20.0% to the State government guaranteed loans not in default. However, if such loans have remained in default for a period of more than 90 days, a risk weight of 100.0% is assigned. Our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. For further information on RBI regulations and guidelines applicable to us, see section titled "Regulations and Policies" on page 80. If RBI provisioning norms were to become applicable to us, our level of NPAs and provisions with respect thereto could be significantly higher. If we are not able to prevent increases in our level of NPAs, our business and our future financial condition could be adversely affected. 13. Our statutory auditors have qualified their reports on our audited standalone financial statements for fiscal

2007, 2008, 2009, and 2010 and our audited consolidated financial statements for fiscal 2009 and 2010. There can be no assurance that there will not be any similar qualifications to our audited standalone and consolidated financial statements in future periods.

Our statutory auditors have qualified their reports on our audited standalone financial statements for fiscal 2007, 2008, 2009 and 2010. Our statutory auditors have also qualified their reports on our audited consolidated financial statements for fiscal 2009 and 2010. Our statutory auditors have qualified their report on our audited standalone and consolidated financial statements for 2010 as reproduced below: “Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability” (DTL) on special reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in fiscal 2005, by charging the profit and loss account with ` 142.87 crores and debiting the free reserves by ` 745.14 crores (for creating DTL for fiscal 1998 to fiscal 2004). Since then the Company continued to provide DTL until the end of March 2008 by charging the profit and loss account. The total amount towards DTL up to March 31, 2008 comes to ` 1,228.38 crores. The Company during the fiscal 2009 reversed the DTL provided in earlier years amounting to ` 1,228.38 crores and also did not provide DTL amounting to ` 291.21 crores (including ` 133.28 crores for fiscal 2009) in the current year, contrary to opinions expressed by the EAC of the ICAI on two occasions dated November 23, 2004 and May 18, 2006, clarification furnished in July 2009 by the ICAI on the request of the Comptroller and Auditor General of India and mandatory provisions of Accounting Standard 22. In view of the facts and circumstances placed before us, the profits and free reserves of the Company are overstated by ` 774.45 crores and ` 745.14 crores (previous year ` 616.52 crores and ` 745.14 crores), respectively and DTL has been understated by ` 1,519.59 crores (previous year ` 1,361.66 crores). Further, the amount of capital considered in the calculation of Capital Risk Adjustment Ratio (CRAR) is overstated to the above extent. As regards the liability of ` 663.49 crores (previous year ` 908.94 crores) shown as “Interest Subsidy Fund from GOI” in the balance sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme

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from the Ministry of Power, Government of India, the Company has estimated the net excess amount of ` 166.25 crores (previous year ` 283.14 crores) and ` 209.97 crores (previous year ` 44.27 crores) as at March 31, 2010, for the 9th Five Year Plan period and 10th Plan, respectively. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such we are not in a position to express our opinion thereon.” Our statutory auditors have similarly qualified their reports on our audited standalone and consolidated financial statements for fiscal 2009 with respect to the non-provision of such deferred tax liability on special reserve created under Section 36(1)(viii) of the I.T. Act. In addition, our statutory auditors have similarly qualified their reports on (i) our audited standalone and consolidated financial statements for fiscal 2007, 2008, 2009 and 2010 with respect to the impact of the excess amount relating to the interest subsidy fund from the GoI under the AG&SP scheme and (ii) our audited standalone and consolidated financial statements for fiscal 2006, 2007 and 2008 with respect to certain balances shown under loans, advances and other debits/ credits in so far such balances have not been confirmed, realized, discharged or adjusted, which are subject to reconciliation. Our statutory auditors have not qualified their report on our audited standalone and consolidated financial statements for the financial year ended March 31, 2011. However, there can be no assurance that there will not be any similar qualifications to our audited standalone and consolidated financial statements in future periods. 14. The power sector in India and our business and operations are regulated by, and are directly and indirectly

dependent on, GoI policies and support, which make us susceptible to any adverse developments in such GoI policies and support.

We are a Government company operating in a regulated industry, and the GoI, acting through the MoP, exercises significant influence on key decisions relating to our operations, including with respect to the appointment and removal of members of our Board, and can determine various corporate actions that require the approval of our Board or shareholders, including proposed budgets, transactions with other Government companies or GoI entities and agencies, and the assertion of any claim against such entities. The GoI has also issued directions in connection with the payment of dividends by Government companies. The power sector in India and our business and operations are regulated by, and are directly or indirectly dependent on, GoI policies and support for the power sector. The GoI has implemented various financing schemes and incentives for the development of power sector projects, and we, like other Government companies, are responsible for the implementation of, and providing support to, such GoI schemes and initiatives. We may therefore be required to follow public policy directives of the GoI by providing financing for specific projects or sub-sectors in the public interest which may not be consistent with our commercial interests. In addition, we may be required to provide financial or other assistance and services to public sector borrowers and GoI and other government agencies in connection with the implementation of such GoI initiatives, resulting in diversion of management focus and resources from our core business interests. Any developments in GoI policies or in the level of direct or indirect support provided to us or our borrowers by the GoI in these or other areas could adversely affect our business, financial condition, results of operations. 15. We currently engage in foreign currency borrowing and lending and we are likely to continue to do so in the

future, which will expose us to fluctuations in foreign exchange rates, which could adversely affect our financial condition.

As of March 31, 2011, we had foreign currency borrowings outstanding of US$ 541.63 million, Japanese Yen 42,797.05 million and Euro 26.66 million, the total of which was equivalent to ` 4962.53 crores, or 5.81% of our total borrowings. We may continue to be involved in foreign currency borrowing and lending in the future, which will further expose us to fluctuations in foreign currency rates. Volatility in foreign exchange rates could adversely affect our business and financial performance. We are also affected by adverse movements in foreign exchange rates to the extent they impact our borrowers negatively, which may in turn impact the quality of our exposure to these borrowers. Foreign lenders may also impose conditions more onerous than domestic lenders.  16. Certain of our SEB borrowers have been restructured and we have not yet entered into definitive loan

agreements with such restructured entities, which could affect our ability to enforce applicable loan terms and related State government guarantees.

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We have granted long–term loans to various SEBs that were guaranteed by the respective State governments. Pursuant to certain amendments to the Electricity Act, the respective State governments have restructured these SEBs into separate entities formed for power generation, transmission and/or distribution activities. As part of such restructuring process, all liabilities and obligations of the restructured SEBs relating to our loans were transferred, pursuant to a notification process, to the respective State government, which in turn transferred such liabilities and obligations to the newly formed State government-owned transmission, distribution and/or generation companies. However, the relevant notification transferring such liabilities and obligations under our loans necessitates the execution of a transfer agreement among us, the respective State government and the relevant newly formed transferee entity. We have not yet executed such transfer agreements with respect to some of these loans. In such circumstances, as the State government guarantees have not been reaffirmed to cover the debt obligations of such newly formed transferee entities, we may not be able to enforce the relevant State guarantees in case of default on our loans by such transferee entities. Although we intend to enter into such transfer agreements to ensure that the terms of our original loan agreements entered into with the SEBs continue to apply to such transferee entities, there can be no assurance that we will be able to execute such transfer agreements in a timely manner, or at all. In addition, the relevant State government may not reaffirm such guarantees with respect to the debt obligations assumed by such restructured transferee entities. There may also be delay, due to factors beyond our control, with respect to the establishment of relevant trust and retention account arrangements with such restructured transferee entities. In addition, we have restructured loans sanctioned to certain SPUs and other SEBs, including rescheduling of repayment terms. Any negative trends or financial difficulties faced by such SPUs and SEBs could increase our NPAs and adversely affect our business, financial condition and results of operations. 17. We may incur shortfalls in the advance subsidy received under the Accelerated Generation and Supply

Programme (AG&SP) of the GoI, which may affect our financial condition.

In fiscal 1998, the GoI started the AG&SP, a scheme for providing interest subsidies for various projects. We oversee and operate this scheme on behalf of the GoI. The scheme subsidises our normal lending rates on loans to state power utilities. The subsidy is paid in advance directly to us from the central government budget and is to be passed on to the borrowers against their interest liability arising in future under the AG&SP. We maintain an interest subsidy fund account on account of the subsidy claimed from the GoI at net present value which is calculated at certain pre-determined and indicative discount rates, irrespective of the actual repayment schedule, moratorium period and duration of repayment. The impact of the difference between the indicative discount rate and period considered at the time of drawal and the actual can be ascertained only after the end of the respective repayment period in relation to that particular loan. There might be instances where there is a shortfall or a surplus in the subsidy received from the GoI. In the event of there being a shortfall, we shall have to bear the difference, which may affect our financial condition. 18. If we are unable to manage our growth effectively, our business and financial results could be adversely

affected.

Our business has grown since we began operations in March 1988. Our total loan assets increased from ` 43,903 Crores as of March 31, 2007 to ` 99,571.0 Crores as of March 31, 2011, at a CAGR of 23%. We intend to continue to grow our business, which could place significant demands on our operational, credit, financial and other internal risk controls. It may also exert pressure on the adequacy of our capitalization, making management of asset quality increasingly important. Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty in obtaining funding on attractive terms. Adverse developments in the Indian credit markets, such as the recent increase in interest rates, may significantly increase our debt service costs and the overall cost of our funds. Any inability to manage our growth effectively on favourable terms could have a material adverse effect on our business and financial performance. Because of our growth and the long gestation period for power sector investments, our historical financial statements may not be an accurate indicator of our future financial performance. 19. We might not be able to develop or recover costs incurred on our Ultra Mega Power Projects and our failure to

do so may have an adverse effect on our profitability.

We have been appointed as the nodal agency for the development of UMPPs, each with a contracted capacity of 3,500 MW or more. As of March 31, 2011, we have a total of 8 wholly-owned subsidiaries as special purpose vehicles ("SPVs") for these projects. These SPVs have been established to conduct the bidding process in accordance with the Guidelines for Determination of Tariff by Bidding Process for Procurement of Power by Distribution Licensees, 2005,

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as amended. The SPVs undertake preliminary studies and obtain necessary linkages, clearances, land and approvals including for water, land and power sale arrangements, prior to transfer of the projects to successful bidders. The objective is to transfer these SPVs to successful bidders, through a tariff based international competitive bidding process, who will then implement these projects, on payment of development costs incurred by each SPV (including a success fee). We have and are likely to continue to incur expenses in connection with these SPVs. There may be delays in the development of such UMPPs or we may be unable to transfer these UMPPs due to various factors, including environmental issues, resistance by local residents, changes in related laws or regulatory frameworks, or our inability to find a developer for such projects. For example, development of two UMPPs have been delayed due to delay in receipt of certain clearances. In addition, we may not be able to fully recover our expenses from the successful bidder, which may result in financial loss to us, which could adversely affect our financial condition and results of operations. We have also been appointed as a bid process coordinator for the ITP scheme. The ITP scheme is a tariff based competitive bidding process for ITPs, similar to that followed for UMPPs, for the development of transmission systems through private sector participation. We earn revenue from our involvement with ITP projects in a manner similar to the UMPPs. Four SPVs, were initially incorporated under the ITP scheme, of which one SPV was liquidated in December, 2010 and another SPV was transferred to the successful bidder in March, 2010 and the remaining two were recently transferred to successful bidders in March 2011. If we are unable to transfer these SPVs to successful bidders in the future, due to various reasons such as those mentioned above, it may result in financial loss to us, which could adversely affect our financial condition and results of operations. 20. Our agreements regarding certain of our joint venture arrangements or investments in other companies

contain restrictive covenants, which limit our ability on transfer our shareholding in such ventures.

Our Company has entered into various joint venture arrangements, pursuant to which certain joint venture companies have been incorporated, namely, National Power Exchange Limited, Energy Efficiency Services Limited and PTC India Limited (formerly known as Power Trading Corporation of India Limited). Our Company has also entered into a share subscription and shareholders agreement with the National Stock Exchange and National Commodity & Derivates Exchange Limited subscribing to the equity shares of Power Exchange India Limited. Furthermore, our Company has investments in Power Equity Capital Advisors Private Limited and the Small is Beautiful Fund, a venture capital fund established with the objective to invest in equity and equity like instruments of special purpose vehicles involved in the development of power projects. For further information see section titled "History and Certain Corporate Matters" on page 91. Further, as we hold minority interests in each of these joint venture companies, our joint venture partners will have control over such joint venture companies (except to the extent agreed under the respective joint venture agreements). In addition, we have not made provisions for the decline in value of such investments. Under the terms of the relevant agreements our Company is not permitted to transfer its shareholding in the joint ventures to a third party for a specified lock-in period and/or with consent of the board of director or the other parties to such agreement/ arrangement. Such covenants may limit our ability to make optimum use of our investments or exit these joint ventures and thereby liquidating our investments at our discretion, which may have an adverse impact on our financial condition. In addition, we cannot assure that we will be able perform or comply with our obligations under the joint venture agreements and our failure to do so may result in a breach of such agreements, which could affect our rights under these agreements. Further, the success of these joint ventures is dependent upon the cooperation of our joint venture partners. These joint ventures are subject to the risk of non-performance by our joint venture partners of their obligations, including their financial obligations, in respect of the joint venture. Joint venture partners may have business interests or goals that may differ from our business interests or goals, or those of our shareholders. Any disputes that may arise between our joint venture partners and us may cause delays in completion or the suspension or abandonment of the venture. In addition, though our joint ventures confer rights on us, our joint venture partners have certain decision-making rights that may limit our flexibility to make decisions relating to such business, and may cause delays or losses. 21. We benefit from certain tax benefits available to us as a lending institution. If these tax benefits are no longer

available to us it would adversely affect our business, financial condition, results of operations. We have received and currently receive tax benefits by virtue of our status as a lending institution, including as a result of our lending within the infrastructure sector, which have enabled us to reduce our effective tax rate. In fiscal 2008, 2009, 2010 and 2011, our effective tax liability, calculated on the basis of our tax liability as a percentage of profit before tax, was 27%, 24.7%, 26.6% and 25.37% respectively, compared to statutory corporate tax rates (including surcharge and cess) of 33.99%, 33.99%, 33.99% and 33.22% in such periods. The availability of such tax benefits is subject to the policies of the GoI, among other things, and there can be no assurance as to any tax benefits that we will

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receive in the future. If the laws or regulations regarding these tax benefits are amended, our taxable income and tax liability may increase, which would adversely impact our financial condition and results of operations. 22. We may make equity investments in power sector in the future and such investments may not be recovered. We may make equity investments in the power sector either directly or indirectly. As of March 31, 2011, our investments in equity and equity linked instruments were ` 53.88 crores. The value of these investments depends on the success and continued viability of these businesses. In addition to the project-specific risks described in the above risk factors, we have limited control over the operations or management of these businesses. Therefore, our ability to realize expected gains as a result of our equity interest in a business is highly dependent on factors outside our control. Write-offs or write-downs in respect of our equity investments may adversely affect our financial performance. 23. The GoI holds a majority of our Equity Shares and can therefore determine the outcome of shareholder voting

and influence our operations. Our principal shareholder, GoI, holding 73.72% of our Equity Shares, exercises a significant degree of influence over us and will be able to control the outcome of any proposal that can be passed with a majority shareholder vote. In addition, the GoI significantly influences our operations through its various departments and policies. 24. We are subject to restrictive covenants under our credit facilities that could limit our flexibility in managing our

business. There are restrictive covenants in the agreements we have entered into with certain banks and financial institutions for our short term borrowings, medium term borrowings, long term borrowings and bonds trust deeds. These restrictive covenants require us to maintain certain financial ratios and seek the prior permission of these banks/financial institutions for various activities, including, amongst others, selling, leasing, transferring or otherwise disposing of any part of our business or revenues, effecting any scheme of amalgamation or reconstitution, implementing a new scheme of expansion or taking up an allied line of business. Such restrictive covenants in our loan and bond documents may restrict our operations or ability to expand and may adversely affect our business. For details of these restrictive covenants, see the section titled “Financial Indebtedness” beginning on page 115 of this Draft Shelf Prospectus. 25. Our success depends in large part upon our management team and skilled personnel and our ability to attract

and retain such persons. Our future performance depends on the continued service of our management team and skilled personnel. We also face a continuous challenge to recruit and retain a sufficient number of suitably skilled personnel, particularly as we continue to grow. There is significant competition for management and other skilled personnel in our industry, and it may be difficult to attract and retain the personnel we need in the future. While, we have employee friendly policies including an incentive scheme to encourage employee retention, the loss of key personnel may have an adverse affect on our business, results of operations, financial condition and ability to grow. 26. The power sector financing industry is becoming increasingly competitive and our growth will depend on our

ability to compete effectively and maintain a low effective cost of funds. We face increasing competition from public and private sector commercial banks in India and from other financial institutions that provide power sector finance products or services. Many of our competitors have greater and cheaper resources than we do. Competition in our industry depends on, among other things, the ongoing evolution of government policies relating to the industry, the entry of new participants into the industry and the extent to which there is consolidation among banks and financial institutions in India. Our ability to compete effectively is dependent on our ability to maintain a low effective cost of funds. Our borrowing costs have been competitive in the past initially due to the sizeable equity contribution by the GoI as a 100% owner, the availability of tax-free bonds, SLR bonds and loans guaranteed by the GoI and subsequently as a result of our strong credit ratings. With the growth of our business, we are increasingly reliant on funding from the debt capital markets and commercial borrowings. The market for such funds is competitive and our ability to obtain funds on acceptable terms will depend on various factors including our ability to maintain our credit ratings. If we are unable to access funds at an effective cost that is comparable to or lower than our competitors, we may not be able to offer competitive interest rates to our borrowers, which could adversely affect our business growth.

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27. Power projects carry certain risks, which to the extent they materialize could adversely affect our business and financial performance.

Our business mainly consists of lending to and providing advisory services to power sector projects in India. Power sector projects carry project-specific as well as general risks. These risks are generally out of our control and include:

• political, regulatory, fiscal, monetary, legal actions and policies that may adversely affect the viability of projects to which we lend;

• changes in government and regulatory policies relating to the power sector; • delays in the construction and operation of projects to which we lend; • adverse changes in demand for, or the price of, power generated or distributed by the projects to which we

lend; • the willingness and ability of consumers to pay for the power produced by projects to which we lend; • shortages of, or adverse price developments for, raw materials and key inputs for power production such as

coal and natural gas; • increased project costs due to environmental challenges and changes in environmental regulations; • potential defaults under financing arrangements of project companies and their equity investors; • failure of co-lenders with us under consortium lending arrangements to perform on their contractual

obligations; • failure of third parties such as contractors, fuel suppliers, sub-contractors and others to perform on their

contractual obligations in respect of projects to which we lend; • adverse developments in the overall economic environment in India; • adverse fluctuations in interest rates or currency exchange rates; and • economic, political and social instability or occurrences such as natural disasters, armed conflict and terrorist

attacks, particularly where projects are located or in the markets they are intended to serve. To the extent these or other risks relating to the power projects we finance materialize, the quality of our asset portfolio and our profitability may be adversely affected. 28. Negative trends in the Indian power sector or the Indian economy could adversely affect our business and

financial performance. Our Company was formed with the objective of extending finance to and promoting Indian power projects and related activities. For the foreseeable future, we expect to continue to be a sector specific public financial institution with a focus on the Indian power sector. Any negative trend or financial difficulty in the Indian power sector could adversely affect our business and financial performance. We believe that the further development of India’s power sector is dependent on regulatory framework, policies and procedures that facilitate and encourage private and public sector investment in the power sector. Many of these policies are evolving and their success will depend on whether they properly address the issues faced and are effectively implemented. Additionally, these policies will need continued support from stable and experienced regulatory regimes throughout India that not only stimulate and encourage the continued investment of capital into power development, but also lead to increased competition, appropriate allocation of risk, transparency and more efficient power supply and demand management to the end consumer. The allocation of capital and the continued growth of the power sector are also linked to the continued growth of the Indian economy. Since much of the power supply in India has historically been provided by the central and state governments at a relatively low charge to consumers, the growth of the power industry will be impacted by consumers’ income levels and the extent to which they would be willing to pay or can be induced to pay for power. If the central and state governments’ initiatives and regulations in the power sector do not proceed to improve the power sector as intended or if there is any downturn in the macroeconomic environment in India or in the power sector, our business and financial performance could be adversely affected. 29. Material changes in the regulations that govern us and our borrowers could cause our business to suffer. We are regulated by the Companies Act and some of our activities are subject to supervision and regulation by statutory authorities including the MoF, RBI, SEBI and Stock Exchanges. Additionally, our borrowers in the power sector are

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subject to supervision and regulation by the CERC and SERC. See the section titled “Regulations and Policies” beginning on page 80 of this Draft Shelf Prospectus. Further, we are subject to changes in Indian law, as well as to changes in regulation and government policies and accounting principles. We also receive certain benefits and take advantage of certain exemptions available to our classification as a public financial institution under section 4A the Companies Act and as a NBFC under the RBI Act, 1934. The laws and regulations governing us could change in the future and any such changes could adversely affect our business, our future financial performance, by requiring a restructuring of our activities, which may impact our results of operations. 30. We have certain cash credit facilities which can be recalled by our lenders at any time that may affect our

financial condition adversely. We have certain cash credit facilities amounting to ` 2749.93 crores as on March 31, 2011 which can be recalled by our respective lenders at any time. In the event any of our lenders recall the cash credit facilities, we may face adverse liquidity problems and our financial condition may get affected to the extent of the financial assistance recalled. 31. A decline in our capital adequacy ratio could restrict our future business growth.

We are required under applicable laws and regulations to maintain a capital adequacy ratio of at least 15.0% of our risk-weighted assets, with the minimum requirement of Tier I capital being 10.0%. Our capital adequacy ratio was 15.71% as of March 31, 2011, with Tier I capital comprising 14.69%. If we continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios. There can be no assurance that we will be able to raise adequate additional capital in the future on terms favorable to us or that we will be able to retain our IFC classification and this may adversely affect the growth of our business. 32. We have entered and may enter into certain transactions with related parties, which may not be on an arm's

length basis or may lead to conflicts of interest. We have entered and may enter into transactions with related parties, including our Directors. There can be no assurance that we could not have achieved more favorable terms on such transactions had they not been entered into with related parties. Furthermore, it is likely that we will enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. The transactions we have entered into and any future transactions with related parties have involved or could potentially involve conflicts of interest. Our subsidiary PFC Consulting Limited ("PFCCL") is engaged in the consultancy services business, and our own constitutional documents permit us to engage in similar business, and there is no relationship agreement or similar arrangement currently in place between PFCCL and us, which may result in potential conflicts of interest. 33. Our Directors may have business interests similar to ours, which may result in a conflict of interest that may

adversely affect future financing opportunity referrals. Some of our Directors have interests in other companies, which are in businesses similar to ours, which may result in potential conflict of interest. Our Director, Mr. M. K. Goel is also a director on the board of PTC India Financial Services Limited, a company that has business interest similar to ours. Further, our Director Mr. Devender Singh is a government nominee director on the board of Rural Electrification Corporation Limited, which is also in a business similar to ours. For further information with respect to directorships of certain of our Directors, see section titled "Management" on page 102. Accordingly, potential conflicts of interest may arise out of common business objectives shared by us and our Directors and there can be no assurance that these or other conflicts of interest will be resolved in an impartial manner. 34. We have negative cash flows from operations in recent periods. There is no assurance that such negative cash

flows from operations shall not recur in the future. Our cash outflows relating to loans and advances we disburse (net of any repayments we receive) are reflected in our cash flow from operating activities whereas the cash inflows from external funding we procure (net of any repayments of such funding) to disburse these loans and advances are reflected in our cash flows from financing activities. The net cash flows from investing activities primarily represent sale and purchase of fixed assets, other investments and interest received. The following table sets forth certain information with respect to our historical negative cash flows in the periods indicated:

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Particulars As of March 31(Consolidated) (` in Crores) 2009 2010 2011

Net cash from operating activities (10,736.90) (13,405.21)  (16,575.45) Net cash from investing activities 32.11 8.78 (21.21)Net cash from financing activities 10449.28 14,437.23  17,580.46Net increase/(decrease) in cash and cash equivalents (255.51) 1,040.80  983.80 Our operating profits before allocation for working capital changes in these periods were as follows: Particulars (` in crore) Fiscal 2009 2270.98 Fiscal 2010 2831.52 Fiscal 2011 3647.36 However, our net cash flow from operating activities was negative in these periods as a result of an increase in our lending operations. 35. Our insurance may not be adequate to protect us against all potential losses to which we may be subject. We maintain insurance for our physical assets such as our office and residential properties against standard fire and special perils (including earthquake), amounting to ` 108 crore. In addition, we maintain a group personal accident insurance as well as directors' and officers' insurance policy. However, the amount of our insurance coverage may be less than the replacement cost of such property and may not be sufficient to cover all financial losses that we may suffer should a risk materialize. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our results of operations and financial position. In addition, in the future, we may not be able to maintain insurance of the types or in the amounts which we deem necessary or adequate or at premiums which we consider acceptable. The occurrence of an event for which we are not adequately or sufficiently insured or the successful assertion of one or more large claims against us that exceed available insurance coverage, or changes in our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have a material and adverse effect on our business, financial condition, results of operations, and cash flows. 36. We may not be able to identify attractive financing or investment opportunities, or provide financing to or make

investments in such identified opportunities, which may adversely affect our financial condition and results of operations.

There can be no assurance that we will be able to identify attractive financing or investment opportunities that meet our financing and investment criteria, or provide financing to or make investments in such identified opportunities. The activity of identifying attractive financing and investment opportunities is highly competitive and providing financing to or making such investments may be subject to various factors beyond our control. In addition, we may not be able to fully ascertain the risks involved in the power sector projects we finance or invest in due to limited information. Furthermore, any investment that we make in power sector projects may be subject to contractual, legal and other restrictions, such as pre-emption rights and the requirement to obtain consents and approvals on resale. Lack of liquidity in these investments may make it difficult to sell investments even if we determine that the sale is in our interest. In addition, if we are required to liquidate all, or a portion of our investment portfolio quickly, we may not realize an appropriate value for our investments. We may also face other restrictions on our ability to liquidate an investment in an investee company to the extent that we have material non-public information regarding such company. In addition, the large number of competitors compared to the limited number of attractive investment opportunities in the Indian power sector may increase the cost at which investments may be made and reduce potential profits. We may also incur significant expenses identifying, investigating and seeking to acquire potential investments, which are ultimately not consummated, including expenses relating to due diligence, transportation, extended competitive bidding processes, legal expenses and the fees of other third-party advisors. Furthermore, in case of equity investments in the power sector, our competing entities may seek to sell assets at the same time as us, thereby resulting in a decline in the value of such assets. 37. We are in process of executing a perpetual lease deed for our registered office premises and consequently do

not have title to the premises at present.

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In accordance with the Memorandum of Agreement dated February 5, 2002 entered into with NDMC, we were required to execute a perpetual lease deed with the NDMC after completion of construction of the building where our registered office is located. We are currently awaiting execution of the same, as a result of which, we presently do not hold title to the premises where our registered office is situated. 38. Our business and our industry are dependent on the policies and support of the Government of India which

makes us susceptible to changes in such policies and the level of support we receive. We are a GoI undertaking operating in a regulated industry. Our business and our industry are dependent, directly and indirectly, on the policies and support of the GoI in many significant ways, including with respect to the cost of our capital, the financial strength of our borrowers, the management and growth of our business and our industry and our overall profitability. Historically, we have been able to reduce our cost of capital and reliance on commercial borrowings because of various forms of assistance received from GoI. Currently, we receive tax concessions with respect to certain types of our bonds that enable us to price such bonds at a lower rate of interest than would otherwise be available to us. We also benefit from direct tax benefits provided by the GoI. The GoI also impacts the nature of our business in a number of ways. In particular, the GoI establishes the schemes in which we and our borrowers participate. Like any other public sector undertaking, the GoI can also influence or determine key decisions about our Company, including with respect to dividends and the appointment of members of our Board. Additionally, the GoI may implement policies that are inconsistent with our business objectives. For example, although we intend to continue to diversify our asset portfolio and continue to increase generation-related lending activity, our lending capacity is not unlimited and the GoI could seek refocus of our lending capacity on transmission and distribution projects or rural areas. Our borrowers are also significantly impacted by the policies and support of the GoI in a variety of ways, as the GoI regulates the industry in which our borrowers operate. For example, the GoI has established a number of schemes and provides incentives that provide benefits to power projects that have enhanced the financial viability of the projects and the financial position of our borrowers. Additionally, the GoI has in the past assisted us in procuring the repayment of our loans from our borrowers. Furthermore, the growth of our business is dependent upon the continued growth of the power sector and the overall Indian economy, which are significantly impacted by the policies of the GoI. Changes in the policies of or in the level of direct or indirect support to us provided by, the GoI in these or other areas could have a material adverse effect on our business, financial condition and results of operations. 39. Our ability to borrow from various banks may be restricted by changes in guidelines issued by the RBI

imposing restrictions on banks in relation to their exposure on NBFCs, including us, that may adversely affect our growth and margins.

The RBI regulates on a continuous basis, the permitted exposure (both lending and investment, including off balance sheet exposures) that banks may hold with respect to NBFCs such as ourselves. Accordingly, banks may assume exposure limits of up to 15% of the bank's capital funds as per its last audited balance sheet for a NBFC engaged in businesses similar to our Company, provided the exposure in excess of 10%, is on account of funds on-lent by the NBFC to the infrastructure sector. Presently, the ceiling on bank credit-linked to Net Owned Fund of NBFCs has been withdrawn in respect of all NBFCs registered with the RBI and engaged in principal business of loan and investment activities, among others. Accordingly, banks may extend need based working capital facilities as well as term loans to all such NBFCs. Furthermore, the RBI has suggested that banks consider fixing internal limits for their aggregate exposure to all NBFCs and may formulate suitable loan policies with the approval of their boards of directors within the prudential guidelines and exposure norms prescribed by the RBI to extend various kinds of credit facilities to NBFCs subject to certain conditions. Although we do not believe such exposure limits has had any adverse effects on our own liquidity, we believe that individual lenders from whom we currently borrow may not be able to continue to provide us funds.

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As we grow our business and increase our borrowings we may face similar limitations with other lenders, which could impair our growth and interest margins and could therefore have a material adverse effect on our business, financial condition and results of operations. 40. We may fail to obtain certain regulatory approvals in the ordinary course of our business in a timely manner or

at all, or to comply with the terms and conditions of our existing regulatory approvals and licenses which may have a material adverse effect on the continuity of our business and may impede our effective operations in the future.

We require certain regulatory approvals, sanctions, licenses, registrations and permissions for operating and expanding our business. We may not receive or be able to renew such approvals in the time frames anticipated by us, or at all, which could adversely affect our business. If we do not receive, renew or maintain the regulatory approvals required to operate our business it may have a material adverse effect on the continuity of our business and may impede our effective operations in the future. NBFCs in India are subject to strict regulations and supervision by the RBI. These laws and regulations impose numerous requirements on us, including those relating to asset classification and prescribed levels of capital adequacy, cash reserves and liquid assets. However, as a government company, loans made by us to Central and State entities in the power sector have been exempted from certain RBI policies relating to prudential lending norms applicable to certain non-government NBFCs, such as asset classification norms, RBI's norms in respect of cash reserves and liquid assets. In addition to the numerous conditions required for the registration as a NBFC with the RBI, we are required to maintain certain statutory and regulatory permits and approvals for our business. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for any proposed operations. There can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Failure by us to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may have a material adverse effect on our business, financial condition and results of operations. Further, the RBI has not provided for any ceiling on interest rates that can be charged by non-deposit taking NBFCs. There may be future changes in the regulatory system or in the enforcement of the laws and regulations including policies or regulations or legal interpretations of existing regulations, relating to or affecting interest rates, taxation, inflation or exchange controls, that could have an adverse effect on non-deposit taking NBFCs. In addition, we are required to make various filings with the RBI, the RoC and other relevant authorities pursuant to the provisions of RBI regulations, Companies Act and other regulations. If we fail to comply with these requirements, or a regulator claims we have not complied with such requirements, we may be subject to penalties. Moreover, these laws and regulations can be amended, supplemented or changed at any time such that we may be required to restructure our activities and incur additional expenses in complying with such laws and regulations, which could materially and adversely affect our business. In addition, any historical or future failure to comply with the terms and conditions of our existing regulatory or statutory approvals may cause us to lose or become unable to renew such approvals. For further details, see section titled "Regulations and Policies" on page 80. 41. We are subject to stringent labour laws, thus making it difficult for us to maintain flexible human resource

policies, which could have an adverse affect on our business, financial condition and results of operations. India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for employee removal and dispute resolution and imposes financial obligations on employers upon employee layoffs. This makes it difficult for us to maintain flexible human resource policies, discharge employees or downsize, which though not quantifiable, may adversely affect our business and profitability. 42. Some of the properties taken on lease by us may have certain irregularities in title, as a result of which our

operations may be impaired. We have taken on lease properties for the purposes of our branch offices and for residential purposes for our employees. Certain of these properties may not have been constructed or developed in accordance with local planning and building laws and other statutory requirements. In addition, there may be certain irregularities in title in relation to some of our owned/leased properties. For example, some of the agreements for such arrangements may not have been duly executed and/or adequately stamped or registered in the land records of the local authorities or the lease deeds have expired and have not yet been renewed. Our business may be adversely affected if we are unable to continue to utilize these properties as a result of any irregularity of title or otherwise.

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43. We have not entered into any definitive arrangements to utilise the Net Proceeds towards the object of this Issue.

We intend to utilize the Net Proceeds raised through this Issue towards ‘infrastructure lending’ as defined by the RBI in the regulations issued by it from time to time, after meeting the Issue expenses. Our Company has not entered into any definitive agreements for utilization of the Net Proceeds towards the object of this Issue. For further details in this regard, see the section titled “Objects of the Issue” on page 45 of the Draft Shelf Prospectus. 44. We may become liable for the acts or omissions of external consultants engaged by PFC Consulting Limited

(“PFCCL”).

Our Company’s wholly-owned subsidiary, PFCCL, provides consultancy services and may undertake execution and valuation of projects in the power distribution sector on behalf of its clients. For these purposes, PFCCL employs external consultants. In the event that any acts or omissions of these external consultants result in professional negligence or breach of contract, we could become liable to our clients or third parties for the acts or omissions of such external consultants which could have an adverse affect on our business, financial condition and results of operations. 45. Any Cross Default of financial indebtedness would trigger payment to all other borrowings made by the

corporation thereby adversely affecting the liquidity position of the Company

PFC has given cross default covenant in few of its borrowings which means that if the company defaults in any of its obligation under its loan, the loan which has the cross default clause will also become payable even if there is no breach of covenant or default of payment on this loan. The risk may have impact on the liquidity in case of happening of such event. 46. Volatility in Foreign Exchange and un-hedged foreign currency could adversely affect our financial conditions

and results of operations.

The Company has put in place Currency Risk Management (CRM) policy to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions to cover exchange rate and interest rate risk through various instruments like currency forward, option, principal swap, interest rate swap and forward rate agreements. We currently engaged in borrowing from the foreign market in foreign currency. The enhanced level of borrowing will expose PFC to fluctuations in foreign exchange rates which may have adverse effects on financial results of the corporation. As on 31st March, 2011 our outstanding foreign currency borrowing is 5.81% approx. Although we have in place currency risk management policy to manage risk associated with foreign currency borrowing but there is no assurance that it will remain effective over a period of time. We expect our Company may be exposed to fluctuations in foreign currency rates with the increased foreign currency borrowings. Volatility in foreign exchange could adversely affect our financial conditions. As on March, 31 2011, we had entered into hedging transaction or lent on back-to-back basis to cover 14.87% of its foreign currency principal exposure. 47. Significant differences exist between Indian GAAP and IFRS which may be material to investor’s assessment

of our financial condition.

We may be required to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the adoption of, and convergence with, IFRS announced by the Ministry of Corporate Affairs, GoI in January, 2010. The convergence of certain Indian Accounting Standards with IFRS was notified by the Ministry of Corporate Affairs on February 25, 2011. The date of implementing such converged Indian accounting standards has not yet been determined, and will be notified by the Ministry of Corporate Affairs in due course after various tax-related and other issues are resolved.

Our financial condition, results of operations, cash flows or changes in shareholders’ equity may appear materially different under IFRS than under Indian GAAP. This may have a material adverse effect on the amount of income recognized during that period and in the corresponding period in the comparative period. In addition, in our transition to IFRS reporting, we may encounter difficulties in the ongoing process of implementing and enhancing our management information systems. Moreover, our transition may be hampered by increasing competition and increased costs for the relatively small number of IFRS-experienced accounting personnel available as more Indian companies begin to prepare IFRS financial statements.

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48. There is a significant risk due to changes in Environment norms being followed for the thermal power projects

with the corporation’s main focus for financing of thermal projects, it may pose problems in future. With the adoption of norms provided for the climate conservation in line with the global parameters there may be risk for the environmental norms being followed for the thermal power projects which is the PFC’s major focus in financing of the generation projects. This may pose a problem in the future sanctions/ disbursements and also the timely implementation of these Power Projects. Consequently any delay in implementation of these projects will have adverse impact on the financials of the Corporation. 49. As the Company adopts Information Technology the risk exists for the possibilities of IT frauds With the computerization of the accounting, payroll, human resource systems and in other areas of PFC, there is every possibility of fraud related to hacking of internal systems, possibility of manual intervention which may lead to frauds. RISKS RELATING TO THE INDIAN ECONOMY We are an Indian company and all of our assets and customers are located in India. Consequently, our financial performance will be influenced by political, social and economic developments in India and in particular by the policies of the GoI. 50. A slowdown in economic growth in India could adversely impact our business. We are dependent on prevailing economic conditions in India and our results of operations are significantly affected by factors influencing the Indian economy. Any slowdown in economic growth in India could adversely affect us, including our ability to grow our loan portfolio, the quality of our assets, and our ability to implement our strategy. Any slowdown in the growth or negative growth of sectors where we have a relatively higher exposure could adversely impact our performance. Any such slowdown could adversely affect our business, prospects, results of operations and financial condition. 51. Private participation in the power sector in India is dependent on the continued growth of the Indian economy

and regulatory developments in India. Any adverse change in policy/implementation/industry demand may adversely affect us.

Although the power sector is rapidly growing in India, we believe that further development of this sector is dependent upon the formulation and effective implementation of regulations and policies that facilitate and encourage private sector investment in power projects. Many of these regulations and policies are evolving and their success will depend on whether they are designed to adequately address the issues faced and are effectively implemented. In addition, these regulations and policies will need continued support from stable and experienced regulatory regimes that not only stimulate and encourage the continued investment of private capital into power projects, but also lead to increased competition, appropriate allocation of risk, transparency, and effective dispute resolution. The availability of private capital and the continued growth of the private power sector in India are also linked to continued growth of the Indian economy. Many specific factors in the power sector may also influence the success of power projects, including changes in policies, regulatory frameworks and market structures. Any adverse change in the policies relating to the power sector may leave us with unutilized capital and interest and debt obligations to fulfill. If the central and state governments’ initiatives and regulations in the power sector do not proceed in the desired direction, or if there is any downturn in the macroeconomic environment in India, our business, prospects, results of operations and financial condition could be adversely affected. In addition, it is generally believed that demand for power in India will increase in connection with expected increases in India's GDP. However, there can be no assurance that demand for power in India will increase to the extent we expect or at all. In the event demand for power in India does not increase as anticipated, the extent to which we are able to grow our business by financing the growth of the power sector would be limited and this could have a material adverse effect on our business, financial condition and results of operations. 52. Significant shortages in the supply of crude oil, natural gas or coal could adversely affect the Indian economy

and the power sector projects to which we have exposure, which could adversely affect us. India imports approximately 75 % of its requirements of crude oil. Crude oil prices are volatile and are subject to a number of factors such as the level of global production and political factors such as war and other conflicts, particularly in the Middle East, where a substantial proportion of the world’s oil and natural gas reserves are located. The recent events in Middle East has increased political uncertainity in this region.Further, in June 2010, the GoI

25

eliminated subsidies on certain petroleum products, and has initiated partial de-regulation since then. Any significant increase in oil prices could affect the Indian economy, including the power sector, and the Indian banking and financial system. High oil prices could also add to inflationary pressures in the Indian economy. Additionally, increases in oil prices may have a significant impact on the power sector and related industries in which we have substantial exposure. This could adversely affect our business including our ability to grow, the quality of our asset portfolio, our financial performance and our ability to implement our strategy. In addition, natural gas is a significant input for power projects. India has experienced interruptions in the availability of natural gas, which has caused difficulties in these projects. Continued difficulties in obtaining reliable, timely supply of natural gas could adversely affect some of the projects we finance and could impact the quality of our asset portfolio and our financial performance. Prices of other key raw materials, for example steel, coal and cement, have also risen in recent years and if the prices of such raw materials approach levels that project developers deem unviable, this will result in a slowdown in the infrastructure sector and thereby reduce our business opportunities, our financial performance and our ability to implement our strategy. Continued shortages of fuel could adversely affect some of the projects we finance and could impact the quality of our asset portfolio and our financial performance. 53. Political instability or changes in the government could delay the liberalization of the Indian economy and

adversely affect economic conditions in India generally, which could impact our financial results and prospects.

Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant. Although, the current government has announced policies and taken initiatives that support the economic liberalization policies, the rate of economic liberalization could change, and specific laws and policies affecting banking and finance companies, foreign investment and other matters affecting investment in our securities could change as well. Any major change in government policies might affect the growth of Indian economy and thereby our growth prospects. Additionally, as economic liberalization policies have been a major force in encouraging private funding of power sector development, any change in these policies could have a significant impact on power sector development, business and economic conditions in India, which could adversely affect our business and our future financial performance. 54. Difficulties faced by other financial institutions or the Indian financial sector generally could cause our

business to suffer.

We are exposed to the risks consequent to being part of the Indian financial sector. This sector in turn may be affected by financial difficulties and other problems faced by Indian financial institutions. Certain Indian financial institutions have experienced difficulties during recent years, and some co-operative banks have also faced serious financial and liquidity difficulties in the past. Any major difficulty or instability experienced by the Indian financial sector could create adverse market perception, which in turn could adversely affect our business and financial performance. 55. 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. India has from time to time experienced social and civil unrest and hostilities within itself and with neighbouring countries. India has also experienced terrorist attacks in some parts of the country. These hostilities and tensions and/or the occurrence of terrorist attacks have the potential to cause political or economic instability in India and adversely affect our business and future financial performance. Further, India has also experienced social unrest in some parts of the country. If such tensions occur in other parts of the country, leading to overall political and economic instability, it could have an adverse effect on our business, prospects, results of operations and financial condition. These acts may also result in a loss of business confidence, make travel and other services more difficult and ultimately adversely affect our business. 56. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.

India has experienced natural calamities such as earthquakes, floods and drought in the recent past. The extent and severity of these natural disasters determine their impact on the Indian economy. In previous years, many parts of India received significantly less than normal rainfall. As a result, the agricultural sector recorded minimal growth. Prolonged spells of below normal rainfall in the country or other natural calamities could have a negative impact on the Indian

26

economy, thereby affecting our business, prospects, results of operation and financial condition. 57. Changes in legislation, including tax legislation, or policies applicable to us could adversely affect our results

of operations. The Finance Minister has presented the Direct Tax Code Bill, 2010 ("DTC Bill") on August 30, 2010, which is proposed to be effective from April 1, 2012. On the finalization of the DTC Bill and on obtaining the approval of the Indian Cabinet, the DTC Bill will be placed before the Indian Parliament for its approval and notification as an Act of Parliament. Accordingly, it is currently unclear what effect the Direct Tax Code would have on our financial statements. However, under the proposed DTC Bill, the deduction u/s 36(1)(viia)(c) and 36(1)(viii) of the I.T. Act, which are currently available to the Company, would not be available in the future, which will increase our tax liability. If the DTC Bill is passed in its entirety and we are affected, directly or indirectly, by any provision of the Direct Tax Code, or its application or interpretation, including any enforcement proceedings initiated under it and any adverse publicity that may be generated due to scrutiny or prosecution under the Direct Tax Code, it may have a material adverse effect on our business, financial condition and results of operations. For more information, see section titled "Statement of Tax Benefits" on page 46. In addition, upon the passing of the Companies Bill, 2009 by the Indian legislature the regulatory framework may undergo a change which may affect our operations. 58. Our ability to raise foreign currency borrowings may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and hence could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without onerous conditions, if at all. Limitations on raising foreign debt may have an adverse effect on our business, financial condition and results of operations. 59. Any downgrading of our debt rating or India’s sovereign rating by a credit rating agency could have a negative

impact on our business. Any adverse revisions to our credit rating or India’s sovereign credit ratings for domestic and international debt by credit rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our business and financial performance, our ability to obtain financing for lending operations. 60. The Indian and global financial sector is very competitive and the ability of banks and financial institutions to

grow depends on their ability to compete effectively. There is heavy competition among Indian public and private sector banks, foreign banks operating in India and financial institutions to lend to power sector. Some of these institutions are smaller and may be more flexible and better positioned to take advantage of market opportunities than big banks. In particular, private banks may have operational advantages in implementing new technologies, rationalizing branches and recruiting employees through incentive-based compensation. Additionally, both the Indian and global financial sector may experience further consolidation, resulting in fewer banks and financial institutions. The GoI has recently permitted foreign banks to set up wholly owned subsidiaries in India. It has also allowed takeovers of Indian banks by permitting foreign banks to acquire up to a 74 per cent stake in an existing private bank. These developments are likely to further increase competition and may stimulate consolidation in the Indian financial sector. These competitive pressures affect the Indian financial sector and our growth will depend in large part on our ability to respond in an effective and timely manner to these competitive pressures. 61. There may be other changes to the regulatory framework that could adversely affect us. The statutory and regulatory framework for the Indian power sector has changed significantly in recent years and the impact of these changes is yet to be seen. The Electricity Act, 2003 (the “Electricity Act”) puts in place a framework for reforms in the sector, but in many areas the details and timing are yet to be determined. It is expected that many of these reforms will take time to be implemented. Furthermore, there could be additional changes in the areas of tariff and other policies, the unbundling of the State Power Utilities, restructuring of companies in the power sector, open access and parallel distribution, and licensing requirements for, and tax incentives applicable to companies in the power sector. In 2004, the GoI reviewed the Electricity Act. We presently do not know what the nature or extent of review in future will be, and cannot assure that such review will not have an adverse impact on our financial condition and results of

27

operations. 62. Direct capital market access by our borrowers could adversely affect us. The Indian capital markets are developing and maturing and, as such, there may be a shift in the pattern of power sector financing. Financially stronger state power utilities might source their fund requirement directly from the market. We have a large exposure to state power utilities and such changes may have an adverse impact on our business, financial condition and results of our operations. 63. Recent global economic conditions have been unprecedented and challenging and have had, and continue to

have, an adverse effect on the Indian financial markets and the Indian economy in general, which has had, and may continue to have, a material adverse effect on our business, financial condition and results of operations.

Recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to increased market volatility and diminished expectations for western and emerging economies. As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike and corresponding decreases in global infrastructure spending and commodity prices. Continued turbulence in the United States and international markets and economies and prolonged declines in business consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to refinance maturing liabilities and access the capital markets to meet liquidity needs. These global market and economic conditions have had, and continue to have, an adverse effect on the Indian financial markets and the Indian economy in general, which may continue have a material adverse effect on our business and our financial performance. 64. Companies operating in India are subject to a variety of central and State government taxes and surcharges. Tax and other levies imposed by the central and state governments in India that affect our tax liability include: central and state taxes and other levies, income tax, value added tax, turnover tax, service tax, stamp duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in India is extensive and subject to change from time to time. For example, a new direct tax code is proposed to be introduced before the Indian Parliament. In addition, there is a proposal to introduce a new goods and services tax and the scope of the service tax is proposed to enlarge. The central or state government may in future increase the corporate income tax it imposes. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable. Additional tax exposure could adversely affect our business and results of operations. RISKS RELATING TO THE BONDS 65. There has been no prior public market for the Bonds and it may not develop in the future, and the price of the

Bonds may be volatile. The Bonds have no established trading market. Moreover, the Bonds are subject to statutory lock-in for a minimum period of five years from the Deemed Date of Allotment and no trading market would exist or be established for the Bonds for the said period despite the Bonds being listed on BSE. Even after the expiry of the Lock-in Period, there can be no assurance that a public market for these Bonds would develop. There can be no assurance that an active public market for the Bonds will develop or be sustained. The liquidity and market prices of the Bonds can be expected to vary with changes in market and economic conditions, our financial condition and prospects and other factors that generally influence market price of Bonds. Such fluctuations may significantly affect the liquidity and market price of the Bonds, which may trade at a discount to the price at which you purchase the Bonds.

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66. The Bonds are classified as ‘long term infrastructure bonds’ eligible for tax benefits under Section 80CCF of

the Income Tax Act, up to an amount of ` 20,000, on subscription to the Bonds. In the event your investment in the Bonds exceeds ` 20,000 in any assessment year, you will be eligible for benefits under Section 80CCF of the Income Tax Act only for an amount up to ` 20,000.

The Bonds are classified as ‘long term infrastructure bonds’ issued in terms of Section 80CCF of the Income Tax Act and the notification dated September 9, 2011, issued by the MoF. In accordance with Section 80CCF of the Income Tax Act, the amount, not exceeding ` 20,000, paid or deposited as subscription to ‘long-term infrastructure bonds’ during the previous year relevant to the assessment year beginning April 1, 2012 shall be deducted in computing the taxable income of a resident individual or HUF. In the event any Applicant applies for the Bonds in excess of ` 20,000, the aforementioned tax benefit will be available to such Applicant only to the extent of ` 20,000. Subscription to Bonds for an additional amount or interest on the Bonds will not be eligible for deduction from taxable income. 67. The legal regime in respect of the issuance of ‘long term infrastructure bonds’ with associated tax benefits has

been recently introduced and its implementation and efficiency are yet to be established. The legal regime in relation to the issuance of ‘long term infrastructure bonds’, with associated tax benefits on investment, was introduced in the Finance Bill of 2010 and extended in the Finance Bill of 2011 till Fiscal 2012. Pursuant to a notification dated September 9, 2011, the MoF, issued terms and conditions required for issuance of ‘long term infrastructure bonds’ by the Company. We cannot assure you that the tax benefits offered for investment in such ‘long term infrastructure bonds’ would be continued in the future. Further, we cannot assure you that any other company would be issuing such ‘long term infrastructure bonds’ in the future and that a market for such bonds will develop or be sustained in the future. Further, there is no assurance as to whether the proposed tax changes to the income tax regime pursuant to the notification of the draft Direct Tax Code (“DTC”) may result in the extinguishment of benefits available under Section 80CCF of the Income Tax Act, thus restricting any similar issuances in the future and affecting the public market for the Bonds. 68. There is no guarantee that the Bonds issued pursuant to this Issue will be listed on BSE in a timely manner, or

at all. In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued pursuant to this Issue will not be granted until after the Bonds have been issued and allotted. Approval for listing and trading will require all relevant documents authorising the issuing of Bonds to be submitted. There could be a failure or delay in listing the Bonds on the BSE. 69. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or the

interest accrued thereon in connection with the Bonds. Our ability to pay interest accrued on the Bonds and/or the principal amount outstanding from time to time in connection therewith would be subject to various factors, including our financial condition, profitability and the general economic conditions in India and in the global financial markets. We cannot assure you that we would be able to repay the principal amount outstanding from time to time on the Bonds and/or the interest accrued thereon in a timely manner, or at all. 70. A debenture redemption reserve will be created, up to an extent of 50% for the Bonds. The Department of Company Affairs General Circular No.9/2002 No.6/3/2001-CL.V dated April 18, 2002 specifies that a Public Financial Institution (“PFI”) shall create debenture redemption reserve to the extent of 50% of the value of the debentures issued through public issue. Therefore, we will maintain a debenture redemption reserve only to the extent of 50% of the Bonds issued and the Bondholders may find it difficult to enforce their interests in the event of or to the extent of a default in excess of such reserve. 71. Changes in interest rates may affect the price of the Bonds. All securities where a fixed rate of interest is offered, such as the Bonds, 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 rate, days to maturity and the increase or decrease in the level of prevailing interest

29

rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the trading price of the Bonds. 72. The Bondholders are required to comply with certain lock-in requirements. The Bondholders are required to hold the Bonds for a minimum period of five years before they can sell their holding or utilise the buyback option offered by the Company. This will result in a lack of liquidity for the Bondholders during such Lock-in Period. Additionally, after the Lock-in Period, the Company will provide for buyback of the Bonds on the Buyback Date, in the manner prescribed under the prospectus. In the event a holder of Bonds, who has not opted for the buyback facility in the Application Form, fails to inform the Company during the Buyback Intimation Period or any other period as mentioned in the respective Tranche Prospectus, of his or her intention to utilise the buyback facility offered by the Company, such Bonds, shall not be bought back by the Company on the Buyback Date. In such a case, a Bondholder may, after expiry of the Lock-in Period, sell or dispose of those Bonds on the stock exchange. In the event a holder of Bonds, who has opted for the buyback facility in the Application Form, fails to inform the Company during the Buyback Intimation Period, of his or her intention not to utilise the buyback facility offered by the Company, such Bonds shall be compulsorily bought back by the Company on the Buyback Date. 73. Any downgrading in credit rating of our Bonds may affect the trading price of our Bonds. The Bonds proposed to be issued under this Issue have been rated ‘AAA/Stable’ by CRISIL and ‘AAA’ with stable outlook by ICRA. These ratings may be suspended, withdrawn or revised at any time. Any revision or downgrading in the credit rating may lower the trading price of the Bonds and may also affect our ability to raise further debt. 74. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred by law. The Bonds will be subordinated to certain liabilities preferred by law such as to claims of the GoI on account of taxes, and certain liabilities incurred in the ordinary course of our transactions. In particular, in the event of bankruptcy, liquidation or winding-up, our assets will be available to pay obligations on the Bonds only after all of those liabilities that rank senior to these Bonds have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the Bonds. Further, there is no restriction on the amount of debt securities that we may issue that may rank above the Bonds. The issue of any such debt securities may reduce the amount recoverable by investors in the Bonds on our bankruptcy, winding-up or liquidation.

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SECTION III - INTRODUCTION

THE ISSUE

The Company shall issue the Bonds in one or more tranche(s), on or prior to March 31, 2012, up to the amount of ` 6,900 crore approved by the Board, including oversubscription, which does not exceed 25% of the incremental infrastructure investment made by the Company in Fiscal 2011.

The following is a summary of the terms of the Bonds. This section should be read in conjunction with, and is qualified in its entirety by, more detailed information in “Issue Structure” and “Terms of the Issue” on page 133 and 135.

COMMON TERMS FOR ALL SERIES OF THE BONDS

Issuer Power Finance Corporation Limited

Issue of Bonds Public issue of ‘long term infrastructure bonds’ in the nature of secured, redeemable, non-convertible debentures, of face value of ` [●] each having benefits under section 80CCF of the Income Tax Act, up to ` 6,900 crore in aggregate (which does not exceed 25% of the incremental infrastructure investment made by the Company in Fiscal 2011). The Bonds shall be issued at par on the terms contained in the relevant tranche prospectus to be issued in respect of each tranche.

Face Value (`) ` [●] Issue Price (`) ` [●] Minimum Application

[●]

Market Lot / Trading Lot

One Bond

Pay-in Date Application Date (Full Application Amount is payable on Application) Ratings “AAA/Stable” from CRISIL and “AAA with stable outlook” from ICRA Listing BSE Security [●] Debenture Trustee PNB Investment Services Limited Depositories Central Depository Services (India) Limited (“CDSL”) and National Securities Depository

Limited (“NSDL”) Registrar Karvy Computershare Private Limited Modes of Payment for Applicants

1. At par cheques 2. Demand drafts

Issuance# In dematerialized form and physical form Lock-In Period Five years from the Deemed Date of Allotment Trading In dematerialized form only following expiry of the Lock-in Period Issue Opening Date [●] Issue Closing Date* [●], except that the Issue may close on such earlier date as may be decided by the Board. In the

event of early closure of the Issue for any reason other than full subscription for the Bonds up to ` 6,900 crores, the Company shall ensure that notice is provided to the prospective investors through newspaper advertisements at least three days prior to such earlier date of Issue closure.

Deemed Date of Allotment

[●]

Lead Managers SBI Caps, I-Sec * The Issue shall remain open for subscription during banking hours for the period indicated above. # In terms of Regulation 4(2)(d) of the Debt Regulations, the Company will make public issue of the Bonds in the dematerialised form. However, in terms of Section 8 (1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the Bonds in physical form will fulfil such request.

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SPECIFIC TERMS FOR EACH SERIES OF BONDS Series 1 2 3 4

Face Value per Bond ` [●] ` [●] ` [●] ` [●] Frequency of Interest payment

Annual Cumulative Annual Cumulative

Buyback Facility Yes Yes Yes Yes Buyback Date [●] [●] [●] [●] Buyback Amount ` [●] ` [●] ` [●] ` [●] Buyback Intimation Period

[●] [●] [●] [●]

Interest Rate p.a (%) [●] [●] [●] [●] Redemption/Maturity Date

[●] [●] [●] [●]

Maturity Amount ` [●] ` [●] ` [●] ` [●] Annualised Yield to Maturity (%)

[●] [●] [●] [●]

Yield on Buyback (%)* [●] [●] compounded annually

[●] [●] compounded annually

*As per the condition stipulated under the Notification the yield on the Bonds(to be paid by the Issuer) shall not exceed the yield on government securities of corresponding residual maturity, as reported by FIMMDA, as on the last working day of the month immediately preceding the month of the issue of the Bonds.

For various modes of interest payment, see “Terms of the Issue – Modes of Payment” on page 142.

IN TERMS OF THE NOTIFICATION, THE BONDS ARE CLASSIFIED AS ‘LONG TERM INFRASTRUCTURE BONDS’, HAVING BENEFITS UNDER SECTION 80CCF OF THE INCOME TAX ACT. IN ACCORDANCE WITH SECTION 80CCF OF THE INCOME TAX ACT, THE AMOUNT, NOT EXCEEDING ` 20,000, PAID OR DEPOSITED AS SUBSCRIPTION TO ‘LONG-TERM INFRASTRUCTURE BONDS’ DURING THE PREVIOUS YEAR RELEVANT TO THE ASSESSMENT YEAR BEGINNING APRIL 1, 2012 SHALL BE DEDUCTED IN COMPUTING THE TAXABLE INCOME OF A RESIDENT INDIVIDUAL OR HUF. IN THE EVENT THAT ANY APPLICANT APPLIES FOR THE BONDS IN EXCESS OF ` 20,000, (INCLUDING LONG TERM INFRASTRUCTURE BONDS BY ANY OTHER ELIGIBLE ENTITY) THE AFORESTATED TAX BENEFITS SHALL BE AVAILABLE TO SUCH APPLICANT ONLY TO THE EXTENT OF ` 20,000.

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SELECTED FINANCIAL INFORMATION

POWER FINANCE CORPORATION LIMITED Statement of Consolidated Assets & Liabilities

(` in crore) Description Schedule

Number As at

31.03.2011 As at

31.03.2010 As at

31.03.2009

I . SOURCES OF FUNDS

(1) Share Holder's Funds (a) Share Capital 1 1147.77 1147.77 1147.77 (b) Reserves & Surplus 2 14093.04 12143.80 10369.78

15240.81 13291.57 11517.55 (2) Loans Funds

Secured Loans 3 235.36 0.00 0.00 Unsecured Loans 3 85363.21 67108.41 52160.15

85598.57 67108.41 52160.15

(3) Interest Subsidy Fund from GOI 451.87 663.49 908.94

(4) Deferred Tax Liablity (Net of Asset ) 82.90 46.93 55.48

Total 101374.15 81110.40 64642.12

II . APPLICATION OF FUNDS

(1) Fixed Assets 4 (a) Gross Block 99.15 93.31 97.37 Less : Depreciation 24.57 20.47 22.19 Net Block 74.58 72.84 75.18

(c) Capital Works in Progress 2.28 1.73 0.00

(2) Investments 5 26.63 30.02 35.08

(3) Loans 6 99570.74 79855.76 64428.99

(4) Current Assets, Loans & Advances 7 (a) Cash & Bank Balances 2444.19 1460.39 418.99 (b) Other Current Assets 1943.64 1599.14 1345.35 (c) Loans & Advances 663.18 504.85 449.89

5051.01 3564.38 2214.23 Less : Current Liabilities & Provisions 8 (a) Current Liabilites 3040.47 2167.23 1880.38 (b) Provisions 310.82 247.10 231.02

3351.29 2414.33 2111.40

Net Current Assets 1699.72 1150.05 102.83

(5) MISCELLANEOUS EXPENDITURE (To the extent not written-off or adjusted) Preliminary Expenses 0.20 0.00 0.04

101374.15 81110.40 64642.12

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POWER FINANCE CORPORATION LIMITED Statement of Consolidated Profits

(` in crore)

Description Schedule Number

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

INCOME Operating Income 9 10174.95 8043.20 6572.02 Other Income 10 39.15 78.51 27.58 Exchange Risk Management Account written back

Total 10214.10 8121.71 6599.60

EXPENSES Interest and other charges 11 6426.46 4915.39 4436.61 Bonds Issue Expenses 12 63.05 43.79 65.68 Personnel & Administration Expenses 13 102.11 114.93 84.03 Depreciation 4.31 3.40 3.85 Amortisation of Intangible Assets 0.77 0.43 0.28 Provision for Contingencies 31.79 -0.57 2.17 Provision for decline in value of investments -0.06 -1.52 1.49 Preliminary Expenses written off 0.00 0.34 0.01

Total 6628.43 5076.19 4594.12

Profit for the year 3585.67 3045.52 2005.48 Prior Period adjustments 14 -0.08 0.10 0.02

Profit before tax 3585.59 3045.62 2005.50

Less(-)/Add(+) : Provision for taxation - Current Year :- - Tax -912.94 -811.66 -497.27 - Earlier Years :- - Tax 10.45 135.79 32.61

Less/Add: Deferred tax liability(-)/Asset(+) - Current Year -35.98 8.55 -43.61 - Reversal of DTL of Earlier Years (Refer Note No.19 of Schedule-18,

0.00 0.00 483.24

Less(-) / Add(+) : Provision for fringe benefit tax 0.00 0.00 -0.78

Profit after tax available for appropriations 15 2647.12 2378.30 1979.69

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Statement of Consolidated Cashflows (` in crore)

PARTICULARS Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

I. Cash Flow from Operating Activities :- Net Profit before Tax and Extraordinary items 3585.59 3045.95 2005.50 ADD: Adjustments forLoss on Sale of Assets 0.06 0.02 0.01 Profit on Sale of Fixed Assets 0.00 0.00 0.00 Depreciation / Amortisation 5.08 3.82 4.13 Amortisation of Zero Coupon Bonds 22.52 20.83 19.27 Foreign Exchange Loss/Gain (2.47) (248.27) 235.66 Dimunition in value of investments (0.06) (1.52) 1.49 Provision for Contingencies 31.79 (0.57) 2.17 Dividend / Interest and profit on sale of investment (6.32) (5.50) (5.41)Provision for Retirement Benefits/Other Welfare Expenses/Wage 10.68 16.74 8.16 Provision for interest under IT Act (Standalone) 0.22 0.28 0.00 Interest Received 0.00 0.00 0.00 Interest Paid 0.27 Preliminary expenses written off 0.00 (0.26) 0.00 Operating profit before working Capital Changes: 3647.36 2831.52 2270.98

Increase/Decrease : Loans Disbursed (Net) (19755.37) (15496.04) (12701.30)Other Current Assets (350.71) (255.66) (289.48)Increase/Decrease in Miscellaneous Expenditure 0.00 0.00 0.00 Loans & Advances (138.18) 99.31 (102.07)Miscellaneous Expenditure (not written off/adjusted) 0.00 0.00 (0.04)Current Liabilities and provisions 901.05 240.99 684.43 Cash flow before extraordinary items (15695.85) (12579.88) (10137.48)

Extraordinary items 0.00 0.00 0.00 Cash Inflow/Outflow from operations before Tax (15695.85) (12579.88) (10137.48)

Income Tax paid (879.60) (825.33) (599.42)Income Tax Refund

Net Cash flow from Operating Activities (16575.45) (13405.21) (10736.90)

II. Cash Flow From Investing Activities : Sale / decrease of Fixed Assets 0.64 0.05 0.05 Purchase of Fixed Assets (7.55) (1.57) (2.64)Increase/decrease in Capital Works in Progress (0.55) (1.73) 0.00 Plant & Machinery (Lease Equalisation) 0.00 0.00 0.27

Investments in Subsidiaries 0.10 (0.05) (0.12) Dividend / Interest and profit on sale of investment 7.18 5.50 5.41 Interest Recived 0.00 0.00 0.00 Other Investments (21.03) 6.58 29.14

Net Cash Used in Investing Activities (21.21) 8.78

III. Cash Flow From Financial Activities : Issue of Bonds 14023.96 12283.30 12808.90

Short Term Loans (Net) 3400.00 (750.00) (1080.00)Loan Against Fixed Deposits (Net) 565.92 1675.12 0.00 Raising of Long Term Loans 7855.00 8004.50 4750.00 Repayment of Long Term Loans (5870.00) (4473.00) (4449.00)Redemption of Bonds (3710.91) (1981.86) (892.30)Foreign Currency Loans (Net) 2214.60 486.88 (40.46)Interest paid (0.98) 0.00 0.00 Interest Subsidy Fund (211.62) (245.45) (157.81)Unclaimed Bonds (Net) (16.31) 21.87 0.09 Payment of Final Dividend (including Corporate Dividend Tax) of (200.76) (181.28) (134.29)Payment of Interim Dividend (including Corporate Dividend Tax) (468.44) (402.85) (355.85)Net Cash in-flow from Financing Activities 17580.46 14437.23 10449.28

Net Increase/Decrease in Cash & Cash Equivalents 983.80 1040.80 (255.51) Add : Cash & Cash Equivalents at beginning of the period 1460.39 419.59 674.50

Cash & Cash Equivalents at the end of the period 2444.19 1460.39 418.99 Details of Cash & Cash Equivalents at the end of the period:Cheques in hand, Imprest with Postal authority & Balances with Banks

250.21 10.45 2.55

Fixed Deposits with Scheduled Banks 2193.98 1449.94 416.44 2444.19 1460.39 418.99

35

POWER FINANCE CORPORATION LIMITED

Statement of Assets & Liabilities (` in Crores)

Description Schedule Number

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

I SOURCES OF FUNDS

Share Holder's Funds (a) Share Capital 1 1147.77 1147.77 1147.77 1147.77 1147.77 (b) Reserves & Surplus 2 14034.72 12113.02 10360.05 8182.08 7445.32

15182.49 13260.79 11507.82 9329.85 8593.09 (2) Loan Funds 3

Secured Loans 235.36 0.00 0.00 0.00 0.00 Unsecured Loans 85363.21 67108.41 52160.15 40647.81 33584.18

85598.57 67108.41 52160.15 40647.81 33584.18

(3) Interest Subsidy Fund 451.87 663.49 908.94 1066.75 1231.63

(4) Deferred Tax Liablity 82.97 46.95 55.48 1240.25 1142.59

Total 101315.90 81079.64 64632.39 52284.66 44551.49

II APPLICATION OF

(1) Fixed Assets 4 Gross Block 98.94 93.21 97.33 374.86 375.84 Less : Depreciation / 24.51 20.44 22.18 297.86 294.39 Net Block 74.43 72.77 75.15 77.00 81.45

Capital Works in Progress

2.28 1.73 0.00 0.00 0.00

(2) Investments 5 53.88 31.43 35.86 65.59 58.88

(3) Loans 6 99570.74 79855.76 64428.99 51568.31 43902.83

(4) Net Current Assets

Current Assets, Loans & Advances - (A)

7

(a) Cash & Bank 2350.26 1394.30 392.23 695.33 507.67 (b) Other Current 1941.87 1592.76 1340.57 1055.86 1106.11 (c) Loans & Advances 640.58 491.12 445.87 209.80 282.95

4932.71 3478.18 2178.67 1960.99 1896.73

Less : Current Liabilities & Provisions - (B)

8

(a) Current Liabilites 3021.47 2124.52 1860.59 1216.22 1187.87 (b) Provisions 296.87 235.71 225.69 171.01 200.53

3318.34 2360.23 2086.28 1387.23 1388.40

Net Current Assets 1614.37 1117.95 92.39 573.76 508.33

(6) MISCELLANEOUS

EXPENDITURE

(To the extent not written-off)

Miscellaneous 0.20 0.00 0.00 0.00 0.00

Total 101315.90 81079.64 64632.39 52284.66 44551.49

36

POWER FINANCE CORPORATION LIMITED Statement of Profits

(` in crore) Description Schedule

Number Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

INCOME Operating Income 9 10128.49 8002.10 6557.37 5029.28 3816.67 Other Income 10 32.07 74.76 26.17 10.76 9.42 Exchange Risk 101.56

Total 10160.56 8076.86 6583.54 5040.04 3927.65

EXPENSES Interest and other 11 6423.90 4912.24 4432.92 3143.74 2334.77 Bond Issue Expenses 12 63.05 43.79 65.68 38.82 33.23 Personnel & 13 92.62 106.04 86.71 81.24 53.84 Depreciation 4 4.28 3.38 3.84 4.48 3.77 Amortization of 4 0.77 0.43 0.28 0.02 0.02 Provision for 31.79 -0.57 2.17 -10.21 -4.85

Provision for decline in value of in estments

-0.06 -1.52 1.49 -0.24 -0.01

Total 6616.35 5063.79 4593.09 3257.85 2420.77

Profit for the year 3544.21 3013.07 1990.45 1782.19 1506.88 Less(-) / Add(+) : Prior Period adjustments

14 -0.07 0.13 0.02 5.21 -0.02

Profit before tax 3544.14 3013.20 1990.47 1787.40 1506.86

Less(-) / Add(+) : - Current Year :- - Tax -898.99 -800.27 -492.02 -481.98 -333.54 - Earlier Years :- - Tax 10.45 135.79 32.61 -0.04 -14.31

Less / Add : Deferred - Current Year -36.02 8.53 -43.61 -97.65 -172.05 - Reversal of DTL 483.24

Less(-) / Add(+) : 0.00 0.00 -0.73 -0.97 -0.82

Profit after tax 15 2619.58 2357.25 1969.96 1206.76 986.14

37

Statement of Cashflows (` in Crore) PARTICULARS Year ended

31.03.2011 31.03.2010 31.03.2009 31.03.2008 31.03.2007 Cash Flow from Operating Activities :- Net Profit before Tax and Extraordinary items 3544.14 3013.20 1990.47 1787.40 1506.86 ADD: Adjustments for Loss on Sale of Assets 0.06 0.02 0.01 0.13 0.01 Profit on Sale of Fixed Assets (0.01) Depreciation / Amortisation 5.05 3.81 4.12 4.50 3.79 Amortisation of Zero Coupon Bonds 22.52 20.83 19.27 17.83 16.49 Foreign Exchange Loss/Gain (2.47) (248.27) 235.66 23.00 (16.14) Dimunition in value of investments (0.06) (1.52) 1.49 (0.24) (0.01) Provision for Contingencies 31.79 (0.57) 2.17 (10.21) (4.85) Dividend / Interest and profit on sale of investment (3.49) (5.50) (5.41) (8.74) (2.29) Provision for interest under IT Act 0.22 0.28 0.00 0.29 4.67 Provision for Retirement Benefits/Other Welfare 10.68 16.74 8.16 5.03 2.49 Operating profit before working Capital 3608.44 2799.02 2255.94 1818.99 1511.01 Increase/Decrease : Loans Disbursed (Net) (19755.37) (15496.04) (12701.30) (7702.77) (8311.79) Other Current Assets (349.11) (252.19) (284.71) 50.25 (411.85) Increase/Decrease in Miscellaneous Expenditure (28.78) Loans & Advances (139.03) 100.14 (101.65) 109.73 (232.00) Current Liabilities and provisions 901.54 216.44 664.65 24.66 602.90 Cash flow before extraordinary items (15733.53) (12632.63) (10167.07) (5699.14) (6870.51)

Extraordinary items 0.00 0.00 0.00 0.00 0.00 Cash Inflow/Outflow from operations before Tax (15733.53) (12632.63) (10167.07) (5699.14) (6870.51) Income Tax paid (865.72) (811.34) (595.85) (570.65) (310.34) Income Tax Refund 13.51 Net Cash flow from Operating Activities (16599.25) (13443.97) (10762.92) (6269.79) (7167.34) Cash Flow From Investing Activities : Sale / decrease of Fixed Assets 0.64 0.05 0.05 0.08 0.06 Purchase of Fixed Assets (7.42) (1.51) (2.60) (1.58) (44.13) Increase/decrease in Capital Works in Progress (0.55) (1.73) 31.27 Plant & Machinery (Lease Equalisation) 0.00 0.27 0.24 14.21 Investments in Subsidiaries 0.00 (0.05) (0.07) 0.10 (0.50) Dividend / Interest and profit on sale of investment 3.49 5.50 5.41 8.74 2.29 Other Investments (22.39) 5.95 28.31 (6.57) (41.86) Net Cash Used in Investing Activities (26.23) 8.21 31.37 1.01 (38.66) Cash Flow From Financial Activities : Issue of Shares 997.19 Issue of Bonds 14023.96 12283.30 12808.90 7258.30 5299.70 Short Term Loans (Net) 3400.00 (750.00) (1080.00) 340.00 (31.10) Loan Against Fixed Deposits (Net) 565.92 1675.12 0.00 (171.00) 171.00 Raising of Long Term Loans 7855.00 8004.50 4750.00 4338.00 3483.00 Repayment of Long Term Loans (5870.00) (4473.00) (4449.00) (4885.71) (1563.00) Redemption of Bonds (3710.91) (1981.86) (892.30) (144.70) (272.14) Foreign Currency Loans (Net) 2214.60 486.88 (40.46) 335.61 (412.17) Interest Subsidy Fund (211.62) (245.45) (157.81) (164.88) 31.30 Unclaimed Bonds (Net) (16.31) 21.87 0.09 (0.01) 0.00 Payment of Final Dividend (including Corporate Dividend Tax) of Previous year

(200.76) (181.28) (134.29) (134.29) (189.61)

Payment of Interim Dividend (including Corporate Dividend Tax) of Current year

(468.44) (402.85) (355.85) (335.71) (165.34)

Net Cash in-flow from Financing Activities 17581.44 14437.23 10449.28 6435.61 7348.83 Net Increase/Decrease in Cash & Cash 955.96 1001.47 (282.27) 166.83 142.83 Add : Cash & Cash Equivalents at beginning of the period

1394.30 392.83 674.50 507.67 364.84

Cash & Cash Equivalents at the end of the period 2350.26 1394.30 392.23 674.50 507.67 Details of Cash & Cash Equivalents at the end of Cheques in hand,Imprest with Postal authority & 248.21 3.88 2.04 (20.00) 43.41 Fixed Deposits with Scheduled Banks 2102.05 1390.42 390.19 694.50 464.26

2350.26 1394.30 392.23 674.50 507.67

38

GENERAL INFORMATION

Our Company was incorporated on July 16, 1986 as a public limited company under the Companies Act. We received a certificate for commencement of business on December 31, 1987. The GoI incorporated our Company as a financial institution in order to finance, facilitate and promote power sector development in India with the President of India holding 100% of our equity share capital at the time of incorporation and at present its shareholding is 73.72%.

Registered and Corporate Office

‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi- 110 001, India. Tel.: +91 11 2345 6000 Fax: +91 11 2341 2545 Website: www.pfc.gov.in Registration Details Registration/Identification number Registration Number 24862 Corporate Identity Number L65910DL1986GOI024862 RBI Registration Number classifying Company as Infrastructure Finance Company

B-14.00004

For details on changes in our Registered Office, see “History and Certain Corporate Matters” on page 91.

Address of the Registrar of Companies

Our Company is registered at the office of:

The Registrar of Companies National Capital Territory of Delhi and Haryana 4th Floor, IFCI Tower, 61, Nehru Place New Delhi 110 019, India Tel: +91 (11) 2623 5704 Fax: +91 (11) 2623 5702 Company Secretary and Compliance Officer

Mr. J. S. Amitabh, ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India Tel: +91 11 2345 6740 Fax: +91 11 2345 6786 E-mail: infrabonds11-12@pfcindia.com Website: www.pfc.gov.in Investors may contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Bonds in the respective beneficiary account or refund orders, etc. LEAD MANAGERS SBI Capital Markets Limited* 202, Maker Tower E Cuffe Parade Mumbai 400 005, India Tel: +91 (22) 2217 8300 Fax: +91 (22) 2218 8332

ICICI Securities Limited ICICI Centre, H.T. Parekh Marg Churchgate Mumbai 400 020, India Tel: +91 (22) 2288 2460/ 70 Fax: +91 (22) 2282 6580

39

Email: pfc2011@sbicaps.com Investor Grievance Email: investor.relations@sbicaps.com Website: www.sbicaps.com Contact person: Mr. Puneet Deshpande Compliance Officer: Mr. Bhaskar Chakraborty SEBI Registration No.: INM000003531

Email: pfcbondissue2011@icicisecurities.com Investor Grievance Email: customercare@icicisecurities.com Website: www.icicisecurities.com Contact person: Mr. Manvendra Tiwari Compliance Officer: Mr. Subir Saha SEBI Registration No.: INM000011179

*The SEBI registration of one of the Lead Managers to the issue, SBI Capital Markets Limited was valid up to July 31, 2011. The application for renewal of the certificate of registration in the prescribed manner has been made by SBI Capital Markets Limited on April 29, 2011, to SEBI, three months before the expiry of the period of the certificate as required under Regulation 9(1) of the SEBI (Merchant Bankers) Regulations, 1992. The approval of SEBI in this regard is currently awaited.” DEBENTURE TRUSTEE TO THE BONDHOLDERS PNB Investment Services Limited 10, Rakeshdeep Building, Yusuf Sarai, Commercial Complex, Gulmohar Enclave, New Delhi – 110049, India Tel: +91 (11) 49495050 Fax: +91 (11) 41035057 Email: trustee@pnbisl.com Website: www.pnbisl.com Contact Person: Mr. J. K. Agarwal SEBI Registration No.: IND000000510 REGISTRAR TO THE ISSUE Karvy Computershare Private Limited “Karvy House” 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad- 500 034, India. Tel: +91 (1600) 3454001 Fax: +91 (40) 23431551 Email: pfc.ipo@karvy.com Website: www.karvy.com Contact Person: Mr. Murali Krishna SEBI Registration No.: INR000000221 STATUTORY AUDITORS

Raj Har Gopal & Co. Chartered Accountants 412, Ansal Bhawan, 16, K.G. Marg, New Delhi 110001, India Tel: +91 (11) 4152 0698/ 4152 0699 Email: rajhargopal@hotmail.com Firm Registration No.: 002074N

N.K. Bhargava & Co. Chartered Accountants C-31, Acharya Nikaten, 1st Floor, Opp Pocket One, Mayur Vihar, Phase One, New Delhi – 110091, India Tel: +91 (11) 22793650, 22752376 Email: nkbhargavacompany@yahoo.co.in Firm Registration No.: 000429N

LEGAL ADVISORS TO THE ISSUE

JurisPrudent Consulting Partners First Floor, C-17, Community Centre, Janakpuri, New Delhi 110 058, India Tel.: +91 (11) 3200 0177 Fax: +91 (11) 4158 8441 E-mail: corporate@jurisprudentconsulting.in Contact Person: Mr. Ajay Jain

40

ESCROW COLLECTION BANKS / BANKERS TO THE ISSUE

[●]

BROKERS TO THE ISSUE

[●]

BANKERS TO THE COMPANY

State Bank of India Chanderlok Building branch, 36, Janpath, New Delhi - 110 001, India. Tel: +91 (11) 2332 9831 Fax: +91 (11) 2373 9198 Email: sbi.01639@sbi.co.in Website : www.statebankofindia.com Contact Person: Mr. Rajinder Seth

Bank of India P.T.I Builiding, 4, Sansad Marg, New Delhi – 110 001 Tel: +91 (11) 23765124, 23765125, 23765126 Fax: +91 (11) 23765123 Email: LargeCorporateBr.NewDelhi@bankofindia.co.in Website: www.bankofindia.com Contact Person: Mr. C.M. Sharma

IDBI Bank Limited Indian Red Cross Building, 1, Red Cross Road, New Delhi - 110 001, India. Tel: +91 (11) 6628 1025 Fax: +91 (11) 2375 2730 Email: jaiprakash_nathaniel@idbi.co.in Website: www.idbi.com Contact Person: Mr. Jai Prakash Nathaniel

ICICI Bank Limited 9-A, Phelps Building, A – Block, Connaught Place, New Delhi - 110 001, India. Tel: +91 (11) 6631 0336 Fax: +91 (11) 6631 0410 Email: abhay.s@icicibank.com, mohit.sa@icicibank.com Website: www.icicibank.com Contact Person: Mr. Abhay Singh, Mr. Mohit Saxena

HDFC Bank Limited FIG – OPS Department, - Lodha, I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai – 400 042, India. Tel: +91 (22) 3075 2928 Fax: +91 (22) 2579 9801 Email: figdelhi@hdfcbank.com, kulpreet.behl@hdfcbank.com Website: www.hdfcbank.com Contact Person: Mr. Uday Dixit

Andhra Bank M-35, Connaught Circus branch, New Delhi - 110 001, India. Tel: +91 (11) 23415616 Fax: +91 (11) 2341 6043 Email: bmdel084@andhrabank.co.in Website: www.andhrabank.in Contact Person: Mr. B L Gupta

CREDIT RATING AGENCIES

CRISIL Limited CRISIL House, Central Avenue Hiranandani Business Park, Powai, Mumbai 400 076, India Tel: +91 (22) 3342 3000 Fax: +91 (22) 3342 3050 Website: www.crisil.com ICRA Limited Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase- II, Gurgaon 122 002, India Tel: +91 (124) 4545 300 Fax: +91 (124) 4545 350

41

Website: www.icra.in Credit Rating and Rationale

Letter dated August 25, 2011 of CRISIL assigning ‘AAA/Stable’ (Pronounced ‘Triple A with stable outlook’) rating for our infrastructure bonds aggregating to ` 6,900 crores and letter dated September 7, 2011 of ICRA assigning ‘AAA’ with a ‘Stable’ outlook for our long-term infrastructure bonds of ` 6,900 crores (part of ` 27,500 crores long term borrowings programmes for the financial year 2011-12).

For details in relation to the rationale for the credit rating by CRISIL and ICRA, see Annexure II. Expert Opinion

Except the letters dated August 25, 2011 and September 7, 2011 issued by CRISIL and ICRA, respectively, in respect of the credit rating for the Bonds, and the report dated August 27, 2011 on our financial statements and statement of tax benefits dated August 27, 2011 issued by Raj Har Gopal & Co. and N.K. Bhargava & Co., Statutory Auditors of the Company, the Company has not obtained any expert opinion. Minimum Subscription

In terms of the SEBI Debt Regulations, an issuer undertaking a public issue of debt securities is required to disclose the minimum amount of subscription that it proposes to raise through the issue in the offer document. In the event that an issuer does not receive the minimum subscription disclosed in the offer, all application monies received in the public issue are required to be refunded forthwith. The Company has decided to set no minimum subscription for this Issue. Issue Programme

The Issue shall remain open for subscription during banking hours for the period indicated below, except that the Issue may close on such earlier date as may be decided by the board of directors of the Company. In the event of early closure of the subscription list of the Issue for any reason other than full subscription for the Bonds up to ` 6,900 crore, the Company shall ensure that notice is provided to the prospective investors through newspaper advertisements at least three days prior to such earlier date of Issue closure.

ISSUE PROGRAMME ISSUE OPENS ON ISSUE CLOSES ON

[●] [●]

42

CAPITAL STRUCTURE

Our share capital as on the date of this Draft Shelf Prospectus is set forth below:

Aggregate value (` in crore)

Authorised share capital

2,000,000,000 Equity Shares of ` 10 each 2,000.00Issued, subscribed and paid up share capital

1,319,931,705 Equity Shares of ` 10 each 1,319.93

Securities premium account 4,088.62

Share capital history of Our Company:

The following is the history of the equity share capital of our Company, since its incorporation.

Date of Allotment Number of equity shares

Face Value

(`)* 

Issue price per

share (`)

Nature of Consideration (cash, bonus, consideration

other than cash)

Cumulative Share Capital (`)

September 23, 1987 304,000 1,000 1,000 Cash 304,000,000

March 25, 1988 1,000,000 1,000 1,000 Cash 1,304,000,000

November 7, 1988 2,000,000 1,000 1,000 Cash 3,304,000,000

December 13, 1989 3,000,000 1,000 1,000 Cash 6,304,000,000

February 25, 1991 2,200,500 1,000 1,000 Cash 8,504,500,000

February 17, 1992 1,250,000 1,000 1,000 Cash 9,754,500,000

September 1, 1992 100,000 1,000 1,000 Cash 9,854,500,000

July 15, 1994 450,000 1,000 1,000 Cash 10,304,500,000

February 19, 2007 117,316,700 10 85* Cash 11,477,667,000

May 24, 2011 172,165,005 10 203# Cash 13,199,317,050

Total 1,319,931,705 13,199,317,050

* With effect from September 26, 2002, the equity shares of ` 1,000 each have been split into Equity Shares of the face value of ` 10 each. Subsequently, PFC came up with an initial public offer in February 2007. After the Issue the shareholding of the President of India, through the Ministry of Power (including shares held through its seven nominees) was ` 10,304.50 million, i.e. 89.78% of the issued and paid up equity capital of our Company.

#In May 2011 our company came up with a Further Public Offer(FPO) comprising of Fresh Issue of 172,165,005 Equity Shares of ` 10 each and Offer for sale of 57,388,335 Equity Shares of ` 10 each. After the FPO, the shareholding of the President of India, through the MoP, was reduced to 973,061,665 (along with its nominees) shares i.e. 73.72% of the fully diluted present paid-up equity capital of our Company.The retail investors and eligible employees were issued equity shares at a price of ` 192.85 per equity share.

43

Shareholding Pattern of the Company as on June 30, 2011

Category of Shareholder No. of Share

holders

Total No. of Shares

Total No. of Shares held in Dematerialize

d Form

Total Shareholding as a % of total No. of

Shares

As a % of (A+B)

As a % of (A+B+C)

(A) Shareholding of Promoter and Promoter Group

(1) Indian Individuals / Hindu Undivided Family 1 700 - - - Central Government / State Government(s) 1 973,060,965 973,060,965 73.72 73.72 Sub Total 2 973,061,665 973,060,965 73.72 73.72(2) Foreign Total shareholding of Promoter and Promoter Group (A)

2 973,061,665 973,060,965 73.72 73.72

(B) Public Shareholding (1) Institutions Mutual Funds / UTI 134 73,529,083 73,529,083 5.57 5.57 Financial Institutions / Banks 38 11,812,935 11,812,935 0.89 0.89 Insurance Companies 6 35,385,920 35,385,920 2.68 2.68 Foreign Institutional Investors 158 79,756,062 79,756,062 6.04 6.04 Sub Total B(1) 336 200,484,000 200,484,000 15.19 15.19(2) Non-Institutions Bodies Corporate 1,485 96,990,240 96,990,240 7.35 7.35 Individuals Individual shareholders holding nominal share capital up to ` 1 lakh

248,735

40,661,629 40,653,253 3.08 3.08

Individual shareholders holding nominal share capital in excess of ` 1 lakh

102 5,808,702 5,808,702 0.44 0.44

Any Others (Specify) 2,519 2,925,469 2,925,469 0.22 0.22 Non Resident Indians 2,180 963,367 963,367 0.07 0.07 Clearing Members 314 1,933,810 1,933,810 0.15 0.15 Trusts 24 28,052 28,052 - - Foreign Nationals 1 240 240 - - Sub Total B(2) 252,841 146,386,040 146,377,664 11.09 11.09Total Public shareholding (B) = B(1)+B(2) 253,177 346,870,040 346,861,664 26.28 26.28Total (A)+(B) 253,179 1,319,931,705 1,319,922,629 100.00 100.00(C ) Shares held by the Custodians and against which Depository Receipts have been issued

- - - - -

Total (A)+ (B) + (C) 253,179 1,319,931,705 1,319,922,629 - 100.00

List of top 10 holders of Equity Shares of the Company as on June 30, 2011: Sr. No. Name No. of Equity Shares of

face value of ` 10 each % to the total Equity Share

Capital of the company 1 President of India (including Nominees) 973,061,665 73.72 2 Life Insurance Corporation of India 32,868,526 2.49 3 ICICI Prudential Life Insurance 22,578,442 1.71 4 HDFC Standard Life Insurance Company Limited 14,589,423 1.11 5 LIC of India - Market Plus-1 12,932,264 0.98 6 Reliance Retail Limited 9,800,000 0.74 7 Morgan Stanley Mauritius Company Limited 7,478,960 0.57 8 Bajaj Holdings and Investment Limited 7,389,144 0.56 9 Federated Kaufmann Fund 5,486,500 0.42 10 LIC of India - Market Plus 5,346,442 0.40 Total 1,091,530,666 82. 70%

44

List of top 10 Non-convertible Debenture/Bondholders of the Company as on June 30, 2011: Unsecured Non-convertible Debentures/Bonds The following is the list of the top ten holders of unsecured, non-convertible debenture/bondholders of our Company as on June 30, 2011. Please refer to Annexure - IV Secured Non-convertible Debentures/Bonds The following is the list of the top ten holders of Secured Non-convertible Debenture/Bondholders of our Company as on June 30, 2011. Please refer to Annexure - IV Debt - Equity Ratio

(` in crores)

Standalone Consolidated Description Pre Issue^ Post Issue*# Pre Issue^ Post Issue*#

Debts Short term debt 6,291.04 6,291.04 6,291.04 6,291.04 Long term debt 7,9307.53 86,207.53 7,9307.53 86,207.53 Total Debt 85,598.57 92,498.57 85,598.57 92,498.57 Shareholders’ Funds Share Capital 1,147.77 1,147.77 1,147.77 1,147.77 Reserves & Surplus 14,034.72 14,034.72 14,093.04 14,093.04 (-) Revaluation Reserve 0.00 0.00 0.00 0.00 Net Reserves(Net of Revaluation) 14,034.72 14,034.72 14,093.04 14,093.04 (-) Reserve for bad and doubtful debts u/s 36(1)(vii a)(c) of IT Act,1961

984.88 984.88 984.88 984.88

(-) Miscellenous Expenditure (to the extent not written off)

0.20 0.20 0.20 0.20

Net Worth 14,197.41 14,197.41 14,255.73 14,255.73 Long Term Debt / Net Worth 5.59 6.07 5.56 6.05 ^ Pre Issue Standalone and Consolidated figures are as on March 31, 2011. * Post Issue Standalone & Consolidated Ratios has been calculated based upon the assumptions that the issue of ` 6900 Crores is fully subscribed and there is no change in Shareholders' funds and Short term Debt. # Any changes in Debt and Shareholders’ funds after March 31, 2011 has not been considered. 1. None of the Equity Shares of the Company are pledged or otherwise encumbered. 2. Our Company has not issued any Equity Shares or debt securities issued for consideration other than cash,

whether in whole or part, since its incorporation. 3. Our Company has not, since incorporation, issued any debt securities at a premium or at a discount, or in

pursuance of an option. 4. For details of the outstanding borrowings of the Company as on June 30, 2011, see “Financial Indebtedness” on

page 115.

45

OBJECTS OF THE ISSUE

Issue Proceeds

This is a public issue of the Bonds up to ` 6,900 crore, which does not exceed of the incremental infrastructure investment made by the Company in Fiscal 2011, to be issued at par in one or more tranches. The funds raised through this Issue will be utilized towards ‘infrastructure lending’ as defined by the RBI in the regulations issued by it from time to time, after meeting the Issue expenses.

The Bonds will be in the nature of debt and will be eligible for capital allocation and accordingly will be utilized in accordance with statutory and regulatory requirements including requirements of the MoF.

The main objects clause of our Memorandum of Association permits our Company to undertake its existing activities as well as the activities for which the funds are being raised through this Issue.

In accordance with the SEBI Debt Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisition of shares of our Subsidiaries. Further, our Company is a public sector enterprise and, as such, we do not have any identifiable ‘group’ companies or ‘companies under the same management’.

The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any acquisition, including by way of a lease, of any property.

Issue Expenses

A portion of the Issue proceeds will be used to meet Issue expenses. The following are the estimated Issue expenses:

Particulars Amount (` in lakhs)

Percentage of net proceeds (Issue proceeds less Issue expenses) of the Issue (in

%)

Percentage of total expenses of the Issue (in %)

Fees payable to Intermediaries To the Lead Managers [●] [●] [●] To the Registrar to the Issue [●] [●] [●] To the Advisors [●] [●] [●] To the Debenture Trustee [●] [●] [●] For advertising and marketing [●] [●] [●] Selling and Brokerage commission [●] [●] [●] Other Miscellaneous Expenses [●] [●] [●] Total [●] [●] [●] Monitoring of Utilization of Funds

In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of the Issue. Our Board of Directors shall monitor the utilisation of the proceeds of the Issue. Our Company will disclose in our financial statements for the relevant fiscal commencing from Fiscal 2012, the utilization of the proceeds of the Issue under a separate head along with any details in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. The Company shall also file these along with term sheets to the Infrastructure Division, Department of Economic Affairs, MoF, within three months from the end of financial year. We shall utilize the proceeds of the Issue only upon the execution of the documents for creation of security as stated in this Draft Shelf Prospectus in the section titled ― ”Terms of the Issue – Security” on page 144 and upon the listing of the Bonds.

46

RajHarGopal&Co. N.K.Bhargava&Co.CharteredAccountants, CharteredAccountants,412,AnsalBhawan, C‐31,IstFloor,AcharyaNiketan,16,K.G.Marg MayurViharPhase‐INewDelhi–110001 NewDelhi–110091.Phno.01141520698,41520699 Phno.01122752376E‐mail:rajhargopal@hotmail.com E‐mail:nkbhargavacompany@yahoo.co.in

STATEMENT OF TAX BENEFITS

Under the current tax laws, the following possible tax benefits, inter alia, will be available to the Debenture Holder. This is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of bond, under the current tax laws presently in force in India. The benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to the Debentures after consulting his tax advisor as alternate views are possible. We are not liable to the Debenture Holder in any manner for placing reliance upon the contents of this statement of tax benefits.

A. INCOME TAX

1. Deduction u/s 80CCF

(a) According to section 80CCF, an amount not exceeding Rupees twenty thousand invested in long term infrastructure bonds shall be allowed to be deducted from the total income of an Individual or Hindu Undivided Family. This deduction shall be available over and above the aggregate limit of Rs. One Lakh as provided under sections 80C, 80CCC and 80CCD read with section 80CCE;

(b) Section 80CCF reads as “In computing the total income of an assessee, being an individual or a Hindu

undivided family, there shall be deducted, the whole of the amount, to the extent such amount does not exceed twenty thousand rupees, paid or deposited, during the previous year relevant to the assessment year beginning on the 1st day of April, 2012, as subscription to long term infrastructure bonds as may, for the purposes of this section, be notified by the Central Government

2. No income tax is deductible at source on interest on debentures as per the provisions of section 193 of the

I.T. Act in respect of the following:

(a) In case the payment of interest on debentures to resident individual Debenture Holder by company by an account payee cheque and such debentures being listed on a recognized stock exchange in India, provided the amount of interest or the aggregate of the amounts of such interest paid or likely to be paid during the financial year does not exceed Rs 2500;

(b) When the Assessing Officer issues a certificate on an application by a Debenture Holder on

satisfaction that the total income of the Debenture Holder justifies nil/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act and that certificate is filed with the Company before the prescribed date of closure of books for payment of bond interest.

(c) When the resident Debenture Holder (not being a company or a firm or a senior citizen) submits a

declaration to the payer in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be ‘nil’ as per the provisions of Section 197A (1A) of the I.T. Act. Under Section 197A (1B) of the I.T. Act, Form 15G cannot be submitted nor considered for exemption from deduction of tax at source if the aggregate of income of the nature referred to in the said section, viz. dividend, interest, etc as prescribed therein, credited or paid or likely to be credited or paid during the financial year in which such income is to be included exceeds the maximum amount which is not chargeable to tax. To illustrate, the maximum amount of income not chargeable to tax in case of individuals (other than women assessees and senior citizens) and HUFs is Rs 180,000, in case of women assesses is Rs.190, 000, in case of senior citizen who are 60 or more years of age is Rs. 250,000 and in case of senior citizen who are 80 or more years of age is Rs. 500,000 for

47

financial year 2011-12. Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a self declaration to the payer in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceed the maximum amount not chargeable to tax i.e. Rs 250,000 or Rs. 5,00,000 for very senior citizen for FY 2011-12, provided tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be nil.

(d) On any securities issued by a company in a dematerialized form listed on recognized stock exchange

in India. (w.e.f. 1.06.2008). In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act;

3. Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed debenture is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.

Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 20% of capital gains calculated after reducing indexed cost of acquisition or 10% of capital gains without indexation of the cost of acquisition. The capital gains will be computed by deducting expenditure incurred in connection with such transfer and cost of acquisition/ indexed cost of acquisition of the debentures from the sale consideration.

In case of an individual or HUF, being a resident, where the total income as reduced by the long term capital gains is below the maximum amount not chargeable to tax i.e. Rs 180,000 in case of all individuals, Rs 190000 in case of women, Rs 250,000 in case of senior citizens and Rs. 500,000 in case of very senior citizens, the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the rate of ten per cent in accordance with and the proviso to sub-section (1) of section 112 of the I.T. Act read with CBDT Circular 721 dated September 13, 1995.

A 2% education cess and 1% secondary and higher education cess on the total income tax (including surcharge) is payable by all categories of tax payers.

4. Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months would be taxed at the normal rates of tax in accordance with and subject to the provision of the I.T. Act.

The provisions related to minimum amount not chargeable to tax, surcharge and education cess described at para 3 above would also apply to such short-term capital gains.

5. In case the debentures are held as stock in trade, the income on transfer of debentures would be taxed as business income or loss in accordance with and subject to the provisions of the I.T. Act.

6. (i) Under section 54 EC of the Act and subject to the conditions and to the extent specified therein, long term capital gains arising to the bondholders on transfer of their bonds in the company shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced. However, if the said notified bonds are transferred or converted into money within a period of three years from their date of acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. Where the benefit of section 54EC of the Act has been availed of on investments in the notified bonds, a deduction from the income with reference to such cost shall not be allowed under section 80 C of the Act. (ii) As per the provisions of section 54F of the Act and subject to conditions specified therein, any long-term capital gains (not being residential house) arising to bondholder who is an individual or Hindu Undivided Family, are exempt from capital gains tax if the entire net sales considerations is utilised, within a period of one year before, or two years after the date of transfer, in purchase of a new residential house, or for construction of residential house within three years from the date of transfer. If part of such net sales consideration is invested within the prescribed period in a residential house, then such gains would be chargeable to tax on a proportionate basis. Provided that the said bondholder should not own more than one residential house at the time of such transfer. If the residential house in which the investment has been

48

made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. Similarly, if the shareholder purchases within a period of two years or constructs within a period of three years after the date of transfer of capital asset, another residential house (other than the new residential house referred above), then the original exemption will be taxed as capital gains in the year in which the additional residential house is acquired.

7. As per section 56(2)(vii) of the I.T. Act, in case where individual or Hindu undivided Family receives

debentures from any person on or after 1st October, 2009

A. without any consideration, aggregate fair market value of which exceeds fifty thousand rupees, then the whole of the aggregate fair market value of such bonds/debentures or;

B. for a consideration which is less than the aggregate fair market value of the debenture by an amount exceeding fifty thousand rupees, then the aggregate fair market value of such property as exceeds such consideration;

shall be taxable as the income of the recipient.

Provided further that this clause shall not apply to any sum of money or any property received—

(a) from any relative; or

(b) on the occasion of the marriage of the individual; or

(c) under a will or by way of inheritance; or

(d) in contemplation of death of the payer or donor, as the case may be; or

(e) from any local authority as defined in the Explanation to clause (20) of section 10; or

(f) from any fund or foundation or university or other educational institution or hospital or other medical institution or any trust or institution referred to in clause (23C) of section 10; or

(g) from any trust or institution registered under section 12AA.

B. WEALTH TAX Wealth-tax is not levied on investment in debentures under section 2(ea) of the Wealth-tax Act, 1957.

C. Proposals made in Direct Taxes Code The Hon’ble Finance Minister has presented the Direct Tax Code Bill, 2010 (‘DTC Bill’) on August 30, 2010, which is proposed to be effective from April 1, 2012. The DTC Bill is likely to be presented before the Indian Parliament. Accordingly, it is currently unclear what effect the Direct Tax Code would have on the investors.

For Raj Har Gopal & Co. For N.K.Bhargava & Co. Chartered Accountants Chartered Accountants Firm’s Regn. No.: 002074N Firm’s Regn. No.: 000429N

G.K. Gupta N.K.Bhargava Partner Partner Membership no. 81085 Membership no.080624

Place: New Delhi Date: August 27, 2011

49

SECTION IV - ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this section has not been independently verified by us, the Lead Managers or any of our or their respective affiliates or advisors. The information may not be consistent with other information compiled by third parties within or outside India. Industry sources and publications generally state that the information contained therein has been obtained from sources it believes to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry and Government publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry and Government sources and publications may also base their information on estimates, forecasts and assumptions which may prove to be incorrect. Accordingly, investment decisions should not be based on such information. Figures used in this section are presented as in the original sources and have not been adjusted, restated or rounded off for presentation in this Draft Shelf Prospectus.

The Indian Economy

India has an estimated population of 1,189,172,906 people as at July 2011, with an estimated gross domestic product (“GDP”) calculated on a purchasing power parity basis of approximately U.S.$ 4.05 trillion in 2010. This makes it the fifth largest economy in the world in terms of GDP after the European Union, United States of America, China and Japan. (Source: CIA World Factbook 2011)

In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. (Source: CIA World Factbook 2011). By way of comparison, the below table illustrates the GDP growth in 2010 for certain other countries:

Country GDP Growth in 2010 (%)*

Singapore 14.5 India 10.4 China 10.3 Brazil 7.5 Japan 3.9 United States 2.8 United Kingdom 1.3 *adjusted for inflation

(Source: CIA World Factbook 2011) In the past, India’s GDP has grown at an average rate of 8.8% between Fiscal 2003 and Fiscal 2008. As a result of the global economic downturn, this growth trajectory was impeded in Fiscal 2009, with the growth rate of India's GDP decelerating to 5.9% in the second half of Fiscal 2009, compared to 7.3% in Fiscal 2008. (Source: RBI, Macroeconomic and Monetary Developments: First Quarter Review: 2009-10 ("RBI First Quarter Review")

The Indian economy witnessed robust recovery in growth in the last quarter of fiscal 2010. The Industrial Outlook Survey of the RBI indicated further improvement in several parameters of the business environment for the three months ended September 30, 2010. The Professional Forecasters’ Survey conducted by the RBI in June 2010 places the overall (median) GDP growth rate for fiscal 2011 at 8.4%, higher than 8.2% reported in the previous round of the survey. (Source: Macroeconomic and Monetary Developments: First Quarter Review Fiscal 2011).

During the first quarter of Fiscal 2011, India's GDP grew by 8.8%, compared with a growth rate of 6.0% during the first quarter of Fiscal 2010.

(Source: http://mospi.nic.in/Mospi_New/upload/PRESS_NOTE_Q1_2010_11.pdf accessed on September 3, 2010)

50

THE INDIAN POWER SECTOR

Structure of the Indian Power Sector

The following diagram depicts the structure of the Indian power industry for generation, transmission, distribution and consumption:

Legend: IPPs Independent Power Producer CPUs Central Power Utilities SEBs State Electricity Boards STUs State Transmission Utilities SPUs State Power Utilities PGCIL Powergrid Corporation of India

Limited EDs Electricity Departments Discoms Distribution Companies Overview of the Indian power sector

India has continuously experienced shortages in energy and peak power requirements. According to the Central Electricity Authority's ("CEA") monthly review of the power sector ("CEA Monthly Review") published in June 2011, the provisional total energy deficit and peak power deficit for March 2011 was approximately 5% and 9.9%, respectively. The shortages in energy and peak power have been primarily due to the sluggish progress in capacity addition. The Indian economy is based on planning through successive five year plans ("Five Year Plans") that set out targets for economic development in various sectors, including the power sector. During the 9th Five Year Plan (1997-2002) ("9th Plan"), capacity addition achieved was 19,015 MW, which was 47.5% of the 40,245 MW targeted under the 9th Plan. During the course of the 10th Five Year Plan (2002 to 2007) ("10th Plan"), capacity addition achieved was 21,180 MW, which was 51.6% of the 41,110 MW targeted under the 10th Plan. (Source: White Paper on Strategy for 11th Plan, prepared by the CEA and the Confederation of Indian Industry, August 2007 (the "White Paper")). The current revised capacity target for the 11th Five Year Plan (2007-2012) ("11th Plan") is 78,700 MW. As of July 31, 2011, capacity addition achieved over the 11th Plan has been 61.02% of the target addition or 48,028.91 MW. The total installed power generation capacity in India was 180358.12 MW as of July 31, 2011. (Source: CEA Monthly Review (July 2011))

Power Demand in India

Rapid growth of the economy places a heavy demand on electric power. Reforms in the power sector, to make it efficient and more competitive, have been under way for several years and while there has been some progress, shortage of power and lack of access continues to be a major constraint on economic growth. The persistent shortages of electricity both for peak power and energy indicate the need for improving performance of the power sector in the country (Source: website of the Planning Commission of India ("Planning Commission")).

51

Although power generation capacity has increased substantially in recent years, it has not kept pace with the continued growth of the Indian economy, despite low per capita electricity consumption. As set forth below, per capita consumption of power in India remains relatively low compared to other major economies:

(Source: IEA, Key World Energy Statistics, 2010) The low per capita consumption of electricity in India compared to the world average presents significant potential for sustainable growth in the demand for electric power in India. The total energy consumption in India is estimated to grow to approximately 1,280 million tonnes of oil equivalent ("Mton") by Fiscal 2030. (Source: World Energy Outlook 2008, IEA). This implies growth of 3.5% CAGR in India's energy requirement over the next 25-30 years, reflecting the huge potential for investments in the energy sector in India.

Power Supply in India

Historical Capacity Additions Each successive Five-Year Plan of the GoI has had increased targets for the addition of power generation capacity. The energy deficit in India is a result of insufficient progress in the development of additional energy capacity. In each of the last three Five-Year Plans (the 8th, 9th, and 10th Five-Year Plans, covering fiscal 1992 to fiscal 2007), less than 55.0% of the targeted additional energy capacity level was added. According to the White Paper, India added an average of approximately 20,000 MW to its energy capacity in each of the 9th Plan and 10th Plan periods.

The total capacity addition during the past 25 years between the 6th Five Year Plan and the 10th Plan was approximately 92,000 MW. The latest revised target capacity addition for the 11th Plan is 78,700 MW (61.02% of which had been achieved as of July 31, 2011) (Source: CEA Monthly Review (July 2011)), and this is expected to result in significant investments in the power generation sector.

Current Capacity Out of India’s total installed capacity of 180358.12 MW as on July 31, 2011, the installed capacity of central power sector utilities, state sector entities and private sector companies accounted for approximately 31.4%, 45.92% and 22.72%, respectively. The following table sets forth a summary of India's energy generation capacity as of July 31, 2011 in terms of fuel source and ownership:

(In MW) Sector Thermal Nuclear Hydro RES* Total Central 42907.23 4,780.00 8,885.40 0.00 56572.63 State 52291.73 0.00 27296.00 3225.92 82813.65 Private 22110.52 0.00 1925.00 16936.32 40971.84 Total 117309.48 4,780.00 38106.40 20162.24 180358.12 *RES = Renewable energy sources (Source: CEA Monthly Review (July 2011))

Demand-Supply Imbalance in India

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The Indian power sector has historically been beset by energy shortages which have been rising over the years. In fiscal 2010, peak energy deficit was 12.7% and total energy deficit was 10.1%. The demand for electricity has consistently exceeded the supply, and the demand-supply gap has been widening. The following table provides the peak and normative shortages of power in India for the periods indicated:

Period Peak Demand (MW)

Peak Met (MW)

Peak Deficit/ Surplus (MW)

Peak Deficit/ Surplus

(%)

Power Requirement

(MU)

Power Availability

(MU)

Power Deficit/ Surplus (MU)

Power Deficit/ Surplus

(%) Fiscal 2003 81,492 71,547 (9,945) (12.2) 545,983 497,890 (48,093) (8.8)Fiscal 2004 84,574 75,066 (9,508) (11.2) 559,264 519,398 (39,866) (7.1)Fiscal 2005 87,906 77,652 (10,254) (11.7) 591,373 548,115 (43,258) (7.3)Fiscal 2006 93,255 81,792 (11,463) (12.3) 631,757 578,819 (52,938) (8.4)Fiscal 2007 100,715 86,818 (13,897) (13.8) 690,587 624,495 (66,092) (9.6)Fiscal 2008 108,866 90,793 (18,073) (16.6) 739,345 666,007 (73,338) (9.9)Fiscal 2009 109,809 96,685 (13,124) (12.0) 774,324 689,021 (85,303) (11.1)Fiscal 2010 119,166 104,009 (15,157) (12.7) 830,594 746,644 (83,950) (10.1)Fiscal 2011 (April – December 2010)

119,437 107,286 (12,151) (10.2) 638,181 582, 225   (55,956) (8.8)

(Source: CEA Power Scenario at a Glance, January 2011) The total Indian power deficit of 10.1% in fiscal 2010 can be compared to power deficits of 11.1% and 9.9% in fiscal 2009 and fiscal 2008, respectively. Similarly, the total Indian peak deficit of 12.7% can be compared to peak deficits of 12.0% and 16.6% in fiscal 2009 and fiscal 2008 (Source: www.powermin.nic.in).

The deficits in electric energy and peak power requirements vary across different regions in India. The peak deficit was 14.1% in the western region of the country, followed by 13.5% in the north-eastern region of the country in July 2011. The larger deficit in the former regions is a result of the slow development progress of additional power generation capacity in these areas. The following table outlines the peak and normative power shortages in India for the period April 2011 – July 2011 across the regions of India: April 2011 - July 2011

Region Energy (MU) Deficit % Peak Deficit% Requirement Demand (MW) Northern 92,605 -4.3 41,429 -10.4 Western 92,793 -9.8 39,566 -14.8 Southern 82,774 -5.2 33,937 -7.2 Eastern 32,430 -3.7 14,361 -6.7 North Eastern 3,683 -9.6 1,920 -13.5 All India 304,286 -6.2 126,830 -9.9 *Provisional (Source: CEA Monthly Review (July 2011))

Demand Projections

To deliver a sustained economic growth rate of 8.0% through to fiscal 2032, India needs, at the least, to increase its primary energy supply between three and four times and its electricity generation capacity between five and six times based on fiscal 2004 levels. With fiscal 2004 as a baseline, India's commercial energy supply would need to grow from 5.2% to 6.1% per annum while its total primary energy supply would need to grow at 4.3% to 5.1% annually. Further, power generation capacity must increase to around 800,000 MW by fiscal 2032 from the fiscal 2004 capacity levels of around 160,000 MW inclusive of all captive plants. (Source: Planning Commission, Integrated Energy Policy Report of

Assumed GDP Growth (%)

Electricity Generation

required (BU)

Peak Demand (GW)

Installed Capacity (GW)

Capacity Addition

Required (GW)* By fiscal 2012 8.0 1,097 158 220 71

9.0 1,167 168 233 84 By fiscal 2017 8.0 1,524 226 306 157

9.0 1,687 250 337 188 By fiscal 2022 8.0 2,118 323 425 276

9.0 2,438 372 488 339 * Based on the existing installed capacity of 149 GW in India.

53

the Expert Committee on Power, August 2006 (the "IEP report August 2006"). This represents a need for the substantial augmentation of power generation capacity. Such investment in power generation will require increased investment in power transmission and distribution if the additional power is to be effectively disseminated among potential customers.

The table below lays out the projected additional capacity needed by fiscal 2012, fiscal 2017 and fiscal 2022 under different GDP growth rate scenarios: (Source: IEP report August 2006) Future Capacity Additions 11th Plan The MoP's proposed sector-wise and mode-wise capacity addition for the 11th Plan is as follows: Thermal (MW) Nuclear (MW) Hydro (MW) Total (MW) Central 24,840 3,380 8,654 36,874 State 23,301 0.00 3,482 26,783 Private 11,552 0.00 3,491 15,043 Total 59,693 3,380 15,627 78,700 (Source: CEA Monthly Review (July 2011))

Additionally, the aim for the 11th Plan is to achieve a capacity addition of 15,000 MW from renewable fuels. (Source: www.mnre.gov.in, website of the Ministry of New and Renewable Energy ("MNRE") The total fund requirement to achieve the 11th Plan target was estimated as ` 10,316.00 billion. This included total estimated funding of ` 4,108.96 billion for generation projects (including nuclear projects) of which ` 1,237.92 billion was envisaged for the public sector, ` 2,020.67 billion for the central sector and ` 850.37 billion for the private sector, respectively. This also includes an estimated ` 1,400.00 billion for transmission system development (with ` 750.00 billion envisaged for the central sector and ` 650.00 billion for the public sector, respectively). Total fund requirement for the distribution sector (including rural electrification) during the 11th Plan was estimated at ` 2,870.00 billion, which was only for the public sector. (Source: White Paper) 12th Five Year Plan (2012-2017) (the "12th Plan")

A tentative capacity addition of approximately 100,000 MW has been envisaged for the 12th Plan. This comprises an estimated 74,000 MW thermal power, 20,000 MW hydro power, 3,400 MW nuclear power and 2,500 MW from lignite, respectively (Source: Base Paper, International Conclave on Key Inputs for Accelerated Development of Indian Power Sector for Twelfth Plan and Beyond, 18-19 August, 2009, organized by the MoP and CEA ("International Conclave August 2009")).

The total fund requirement to achieve the above targeted capacity addition is estimated at ` 11,000.00 billion, with an estimated ` 4,950.00 billion being required for generation projects, an estimated ` 2,400.00 billion being required for transmission projects and an estimated ` 3,710.00 billion being required for distribution projects. (Source: International Conclave August 2009).

POWER TRANSMISSION AND DISTRIBUTION In India, the transmission and distribution system is a three-tier structure comprised of regional grids, State grids and distribution networks. The five regional grids, configured on a geographical contiguity basis, enable transfer of power from a power surplus State to a power deficit State. The regional grids also facilitate the optimal scheduling of maintenance outages and better co-ordination between power plants. These regional grids are to be gradually integrated to form a national grid, whereby surplus power from a region could be redirected to another region facing power deficits, thereby allowing a more optimal utilization of the national generating capacity. Most inter-regional and inter-State transmission links are owned and operated by Power Grid Corporation of India Limited though some are jointly owned by the SEBs. State grids and distribution networks are mostly owned and operated by the respective SEBs, STUs, distribution companies, or State governments (through State electricity departments). A direct consequence of the high Aggregate Technical and Commercial ("AT&C") losses that are experienced by the Indian power sector is the inadequate financial condition of SEBs and SPUs thereby restricting the SEBs from making any meaningful investments in generation and the modernization of the transmission and

54

distribution network. POLICY INITIATIVES AND ECONOMIC REFORMS IN INDIA

Since 1991, India has witnessed reforms across the policy spectrum in the areas of fiscal and industrial policy, trade and finance. Some of the key reform measures are:

• Industrial Policy Reforms: Removal of capacity licensing and opening up various sectors to FDI;

• Trade Policy Reforms: Lowering of import tariffs and restrictions on imports, across industries; and

• Monetary Policy and Financial Sector Reforms: Lowering interest rates, relaxation of restrictions on fund movement and the introduction of private participation in insurance sector.

In addition, FDI has been recognized as an important driver of economic growth in the country. The GoI has taken a number of steps to encourage and facilitate FDI, and FDI is allowed in many key sectors of the economy, such as manufacturing, services, infrastructure and financial services. For many sectors, 100% FDI is allowed on an automatic basis, without prior approval from the Foreign Investment Promotion Board.

FDI inflows into India have accelerated since Fiscal 2007. From April 2000 through June 2011, FDI equity inflows into the services sector (both financial and non-financial) of India amounted to ` 1,299.63 billion (US$ 29,087 million). In addition, from August 1991 to June 2010, cumulative FDI equity inflows amounted to ` 6,035.26 billion (US$ 138,235 million). FDI inflows into India were US$ 34,835 million, US$ 37,838 million and US$ 37,763 million and US$ 30,380 million in Fiscal Years 2008, 2009, 2010 & 2011, respectively, and US$ 13,441 million up to June 2011. (Source: Department of Industrial Policy and Promotion Fact Sheet, August 1991 to June 2011)

In recent years, in light of persistent power shortages and given the estimated rate of increase in demand for electricity in India, the GoI has taken significant action to restructure the power sector, increase capacity, improve transmission, sub-transmission and distribution, and attract investment to the sector. Some of the various strategies and reforms adopted by the GoI and other initiatives in the power sector in India are summarized below:

Electricity Act, 2003 ("Electricity Act")

The most significant reform package was the introduction of the Electricity Act, which modified the legal framework governing the electricity sector and was designed to alleviate many of the problems facing India’s power sector and to attract capital for large scale power projects. The Electricity Act replaced the multiple legislations that previously governed the Indian electricity sector. The most significant reform under the Electricity Act is the move toward a multi-buyer, multi-seller system, as opposed to the previous structure which permitted only a single buyer to purchase power from generators. Furthermore, under the Electricity Act, the regulatory regime is more flexible, has a multi-year approach and allows the Central and State regulatory commissions greater freedom in determining tariffs, without being constrained by rate-of-return regulations.

National Electricity Policy, 2005

The National Electricity Policy was notified in February 2005. This policy aims at accelerated development of the power sector, focusing on the supply of electricity to all areas and protecting interests of consumers and other stakeholders, keeping in view availability of energy resources technology available to exploit these resources, economics of generation using different resources and energy security issues.

National Tariff Policy, 2006

The National Tariff Policy ("NTP") was notified by the GoI on January 6, 2006. Its main objectives are to:

• ensure availability of electricity to consumers at reasonable and competitive rates; • ensure financial viability of the sector and attract investments; • promote transparency, consistency and predictability in regulatory approaches across jurisdictions and minimize

perceptions of regulatory risks; and • promote competition, efficiency in operations and improvement in quality of supply. The NTP stipulates that all future power requirements should be procured competitively by distribution licensees except in cases of expansion of pre-existing projects or where there is a public sector controlled or owned developer involved. In these cases, regulators must resort to tariffs set by reference to standards of the Central Electricity Regulatory

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Commission ("CERC"), provided that expansion of generating capacity by private developers for this purpose will be restricted to a one time addition of not more than 50% of the existing capacity. Under the NTP, even for public sector projects, tariffs for all new generation and transmission projects will be decided on the basis of competitive bidding after a certain time period.

Rural Electrification Initiatives

The MoP introduced the Rajiv Gandhi Grameen Vidhyutikaran Yojana ("RGGVY") in April 2005, for achieving the aim of providing access to electricity to all rural households over a period of four years (Source: website for the MoP). Rural Electrification Corporation Limited has been appointed the nodal agency for the RGGVY, and the scheme is 90% funded by Central subsidy and 10% by the States, through their own resources or by seeking financial assistance from financial institutions. The States were responsible for finalizing their own rural electrification plans, which were to be a roadmap for generation, transmission, sub-transmission and distribution of electricity within that State to ensure achievement of the scheme objectives. (Source: MoP Office Memorandum No 44/19/2004 D(RE), dated March 18, 2005).

Ultra Mega Power Projects ("UMPPs")

For meeting the growing needs of the economy, generation capacity in India must rise significantly and sustainably over the coming decades. There is therefore a need to develop large capacity projects at the national level to meet the requirements of different States. Development of UMPPs is one step the MoP is taking to meet this objective. Each project is a minimum of 4,000 MW and involves an estimated investment of approximately U.S.$ 4.00 billion. The projects are expected to substantially reduce power shortages in India. The UMPPs will be awarded to developers on a build-own-operate basis and are expected to be built at 16 different locations. (Source: website of the MoP) For details, see section titled "Our Business" and "Regulations and Policies" on pages 59 and 80, respectively.

Independent Transmission Projects

The MoP has initiated a tariff based competitive bidding process for independent transmission projects ("ITPs"), which is a process similar to that followed for UMPPs, for the development of transmission systems through private sector participation. The ITPs aim to evacuate power from generating stations and transmit the power from pooling stations to other grid stations, resulting in system strengthening across India. (Source: website of the MoP) For details, see section titled "Our Business" and "Regulations and Policies" on pages 59 and 80, respectively.

Hydro Power Policy 2008 The Hydro Power Policy, 2008, emphasizes increasing private investment in the development of hydroelectric projects. The policy aims at attracting private funds by encouraging joint ventures with private developers and the use of the IPP model, in addition to promoting power trading and speeding up the availability of statutory clearances. The policy provides guidelines for accelerated development of the hydropower industry in India, particularly in the Himalayan States. (Source: Hydropower Policy 2008, MoP)

National Solar Mission The MNRE has approved a new policy on development of solar energy in India by the Jawaharlal Nehru National Solar Mission. The mission recommends the implementation of an installed capacity of 20,000 MW in three stages by the end of the 13th Five Year Plan (2017-2022). It proposes to establish a single window investor-friendly mechanism, which reduces risk and at the same time, provides an attractive, predictable and sufficiently adequate tariff for the purchase of solar power from the grid. The key driver for promoting solar power would be through a renewable purchase obligation mandated for power utilities, with a specific solar component. (Source: www.mnre.gov.in, website of the MNRE) Restructured Accelerated Power Development and Reform Program ("R-APDRP") The MoP launched the R-APDRP in July 2008 to extend and restructure the Accelerated Power Development and Reform Program ("APDRP") beyond the 10th Plan and ensure the achievement of better results. R-APDRP was designed to run during the 11th Plan, with projects under the program taken up in two parts. Part-A projects include those for establishment of a reliable system for the collection of accurate base line data and IT application, for energy auditing. Part-B projects include regular distribution strengthening projects, to improve the sub-transmission and distribution system. (Source: www.powermin.nic.in, Website of the MoP; Office Memorandum dated December 22, 2008) Distribution Reform, Upgrades and Management ("DRUM")

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The MoP, acting in conjunction with the United States Agency for International Development, have established the DRUM project in 2004 with the purpose of demonstrating best commercial and technological practices that improve the quality and reliability of "last mile" power distribution in selected urban and rural distribution circles in India. The project's objectives include improved power distribution, better availability and quality of electricity, enhanced commercial orientation and drive and the facilitation of the distribution reform process. (Source: www.powermin.nic.in, website of the MoP; Background Note on DRUM) Delivery through Decentralized Management ("DDM") DDM is an MoP sponsored scheme, launched in March 2005, with the objective of showcasing participatory models of excellence in distribution in rural areas. It aims to promote public participation, encourage community management and attract private investment in distribution by establishing distribution franchises and distributed generation projects. STRUCTURE OF INDIA'S FINANCIAL SERVICES INDUSTRY The RBI is the central regulatory and supervisory authority for the Indian financial system. The Board for Financial Supervision, constituted in November 1994, is the principal body responsible for the enforcement of the RBI's statutory regulatory and supervisory functions. SEBI and the Insurance Regulatory Development Authority regulate the capital markets and the insurance sectors, respectively. A variety of financial institutions and intermediaries, in both the public and private sector, participate in India's financial services industry. These are: • commercial banks; • NBFCs; • specialized financial institutions, such as the National Bank for Agriculture and Rural Development, the Export-Import Bank of India, the Small Industries development Bank of India and the Tourism Finance Corporation of India; • securities brokers; • investment banks; • insurance companies; • mutual funds; and • venture capital funds. Debt Market in India (Source: Economic Survey 2009-2010; Ministry of Finance, Government of India; text available at –9-10/chapt2010/chapter05.pdf) (Source: http://indiabudget.nic.in/es2009-10/chapt2010/chapter05.pdf) The Indian debt market has two segments, namely, the Government securities market and corporate debt market. Government securities market: The fresh issuance of GoI dated securities in 2009 amounted to ` 4,89,000 crores as against ` 2,04,317 crores in 2008. The outstanding dated securities of the GoI increased from ` 14,16,443 crores at the end of December 2008 to ` 18,26,774 crores at the end of December 2009. Yields on securities showed relatively lower intra-year variations in 2009 as compared with the previous year. The cut-off yield-to-maturity range on fresh issuances during the year narrowed from 6.24-10.03% in 2008 to 4.86-8.43% in 2009.

The volume of secondary market transactions (outright) in Government securities has improved, with the turnover ratio (volume of transactions as a ratio of end-period stock) increasing to 1.7 in the calendar year 2009, compared to 1.5 in calendar year 2008.

In the secondary market, yields on dated government securities hardened during the year, particularly after July 2009, reflecting the impact of the announcement of a relatively large government borrowing programme for Fiscal 2010. Yields on dated securities of five and 10 year maturities increased to 7.30% and 7.59% respectively in the end of December 2009 and from 5.41% and 5.25% respectively, in end-December 2008.

Corporate debt market:

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Pursuant to the guidelines of the High Level Expert Committee on Corporate Bonds and Securitisation (December 2005) and the subsequent announcement made in the Union Budget 2006-07, SEBI authorised BSE (January 2007), NSE (March 2007) and the Fixed Income Money Market and Derivatives Association of India (FIMMDA) (August 2007) to set up and maintain corporate bond reporting platforms for information related to trading in corporate bonds.

BSE and NSE put in place corporate bonds trading platforms in July 2007 to enable efficient price discovery in the market. This was followed by operationalization of a DvP-I(trade-by-trade)- based clearing and settlement system for over-the-counter trades in corporate bonds by the clearing houses of the exchanges. In view of these market developments, the RBI announced in its Second Quarter Review of the Annual Policy Statement for 2009-10 in October 2009 that the repo in corporate bonds could now be introduced. The RBI issued the Repo in Corporate Debt Securities (Reserve Bank of India) Directions, 2010, on January 8, 2010.

Total traded volume in corporate bonds during April-December 2009 was ` 2,42,686 crores, higher by 173.4% over the traded volume of ` 88,750 crores during April-December 2008. During Fiscal 2010 up to December 2009, the yield on corporate debt paper with AAA rating for five-year maturity moved in the range of 7.71-8.94%. The spread between yield on five-year GoI bonds and corporate debt paper with AAA rating with five-year maturity, which was around 330 basis points in the beginning of 2009, narrowed to 150 basis points by the end of June 2009 and further to around 110 points by the end of December 2009.

NBFC-Infrastructure Finance Companies ("IFCs")

In February 2010, the RBI introduced IFCs as a new category of infrastructure funding entities. Non-deposit taking NBFCs which satisfy the following conditions are eligible to apply to the RBI to seek IFC status: • minimum of 75% of its assets deployed in infrastructure loans; • net owned funds of at least ` 3,000.00 million; • minimum credit rating "A" or equivalent rating by accrediting agencies; and • capital to risk (weighted) assets ratio of 15% (with a minimum Tier 1 capital of 10%). IFCs enjoy benefits which include a lower risk weight on their bank borrowings (from a flat 100% to 20% for AAA- rated borrowers), higher permissible bank borrowing (up to 20% of the bank’s net worth compared to 15% for an NBFC that is not an IFC), access to external commercial borrowings (up to 50% of owned funds under the automatic route) and relaxation in their single party and group exposure norms. These benefits would enable a highly rated IFC to raise more funds, of longer tenor and at lower cost, and in turn to lend more to infrastructure companies. For more information, see section titled "Regulations and Policies" on page 80. PROVIDERS OF FINANCE TO THE POWER SECTOR IN INDIA

The primary providers of power sector financing in India are power sector specific government companies, financing institutions, public sector banks and other public sector institutions, international development institutions and private banks.

Power Sector Specific Government Companies

Our Company was incorporated in July 1986, with the main objective of financing power projects, transmission and distribution works and the renovation and modernization of power plants.

Besides our Company, the other public sector companies and agencies engaged in financing the power sector are as follows. For details on our Company, see section titled "Our Business" on page 59.

Rural Electrification Corporation

The Rural Electrification Corporation Limited ("REC") is a government company, which is registered as an NBFC and has been notified as an IFC. It was established in 1969, under the administrative control of the MoP. Its main objective is to finance and promote rural electrification projects throughout India. It provides financial assistance to SEBs, State government departments and rural electric cooperatives for rural electrification projects. REC also promotes and finances rural electricity cooperatives, administers funds and grants from the GoI and other sources for financing rural electrification, provides consultancy services and project implementation in related fields, finances and executes small, mini and micro generation projects as well as larger generation, transmission and distribution power projects, and develops other energy sources. REC’s equity shares are listed on the Stock Exchanges.

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Indian Renewable Energy Development Agency

The Indian Renewable Energy Development Agency ("IREDA") is a wholly-owned government company, which is registered as an NBFC and has been notified as an IFC. It was established in 1987, under the administrative control of the Ministry of Non-Conventional Energy Sources, GoI, with the objective of promoting, developing and extending financial assistance for renewable energy and energy efficiency, and energy conservation projects.

Private Financial Institutions

Financial institutions were established to provide medium-term and long-term financial assistance to various industries for setting up new projects and for the expansion and modernization of existing facilities. These institutions provide fund based and non-fund based assistance to industry in the form of loans, underwriting, direct subscription to shares, debentures and guarantees, and therefore compete in the Indian power finance sector. The primary long-term lending institutions include Infrastructure Development Finance Company Limited, India Infrastructure Finance Company Limited, IFCI Limited, PTC India Financial Services Limited, Industrial Investment Bank of India Limited and Small Industries Development Bank of India.

State Level Financial Institutions

State financial corporations operate at the State level and form an integral part of the institutional financing system. State financial corporations were set up to finance and promote small and medium-sized enterprises. At the State level, there are also State industrial development corporations, which provide finance primarily to medium-sized and large-sized enterprises. Examples include Delhi Financial Corporation, Delhi State Industrial Development Corporation Limited, Economic Development Corporation of Goa, Daman and Diu Limited, Goa Industrial Development Corporation, Western Maharashtra Development Corporation Limited, Madhya Pradesh State Industrial Development Corporation Limited and Orissa Industrial Infrastructure Development Corporation. (Source: website for the Council of State Industrial Development and Investment Corporations of India)

Public Sector Banks and other Public Sector Institutions

Public sector banks are believed to make up the largest category of banks in the Indian banking system. The primary public sector banks operating in the power sector include the Industrial Development Bank of India, State Bank of India, Punjab National Bank and the Bank of Baroda. Other public sector entities also provide financing to the power sector. These include organizations such as the Life Insurance Corporation of India and India Infrastructure Finance Company Limited.

International Development Financial Institutions

International development financial institutions are supportive of power sector reform and of more general economic reforms aimed at mobilizing investment and increasing energy efficiency. The primary international development financial institutions involved in power sector lending in India include several international banking institutions such as Japan Bank for International Cooperation, KfW, the World Bank, the Asian Development Bank ("ADB") and the International Finance Corporation.

In the early 1990s, the World Bank decided to finance mainly projects in states that "demonstrate a commitment to implement a comprehensive reform of their power sector, privatize distribution, and facilitate private participation in generation and environment reforms". Recent loans from the World Bank have gone to support the restructuring of SEBs. In general, the loans are for rehabilitation and capacity increase of the transmission and distribution systems, and for improvements in metering the power systems in Indian States that have agreed to reform their power sector.

The overall strategy of the ADB for the power sector is to support restructuring, especially the promotion of competition and private sector participation. Like the World Bank, the ADB also provides loans for restructuring the power sector in the States and improving transmission and distribution.

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OUR BUSINESS Unless otherwise stated, financial information included in this section for fiscal 2007, 2008, 2009, 2010 and 2011 have been derived from our standalone financial statements for fiscal 2007, 2008, 2009, 2010 and 2011. For further information, see section titled “Certain Conventions, Use of Financial, Industry and Market Data and Currency of Presentation” on page 6. In this section, unless the context otherwise requires, a reference to the "Company" is a reference to Power Finance Corporation Limited and unless the context otherwise requires, a reference to "we", "us" and "our" refers to Power Finance Corporation Limited and its Subsidiaries, joint ventures and associate company, as applicable in the relevant fiscal period, on a consolidated basis. Background We are a leading financial institution in India focused on the power sector. We were established as an integral part of, and continue to play a strategic role in, the GoI’s initiatives for the development of the power sector in India. We work closely with GoI instrumentalities, State governments and power sector utilities, other power sector intermediaries and private sector clients for the development and implementation of policies and structural and procedural reforms for the power sector in India. In addition, we are involved in various GoI programs for the power sector, including acting as the nodal agency for the UMPP program and the R-APDRP and as a bid process coordinator for the ITP scheme. We provide a comprehensive range of financial products and related advisory and other services from project conceptualization to the post-commissioning stage for our clients in the power sector, including for generation (conventional and renewable), transmission and distribution projects as well as for related renovation and modernization projects. We provide various fund based financial assistance, including project finance, short-term loans, buyer's line of credit and debt refinancing schemes, as well as non-fund based assistance including default payment guarantees and letters of comfort. We also provide various fee-based technical advisory and consultancy services for power sector projects. We have well established relationships with the GoI and State governments, regulatory authorities, major power sector organizations, Central and State power utilities, as well as private sector power project developers. We have also strategically expanded our focus areas to include projects that represent forward and backward linkages to the core power sector projects, including procurement of capital equipment for the power sector, fuel sources for power generation projects and related infrastructure development. We also intend to fund power trading initiatives. Our primary sources of funds include equity capital, internal resources and domestic and foreign borrowings. We currently enjoy the highest credit ratings of "AAA/Stable" and "AAA" for our long-term domestic borrowings and "P1+" and "A1+" for our short-term borrowings from CRISIL (a subsidiary of Standard & Poor's) and ICRA (an affiliate of Moody's), respectively. International credit rating agencies Moody's, Fitch and Standard & Poor's have granted us long-term foreign currency issuer ratings of "Baa3", "BBB-" and "BBB-", respectively, which are at par with the sovereign ratings for India. We are a listed government company and a public financial institution under the Companies Act. We are registered with the RBI as a non-deposit taking systemically important NBFC ("NBFC") and were classified as an IFC in July 2010. We believe that our NBFC and IFC classification enables us to effectively capitalize on available financing opportunities in the power sector in India. In addition, as a government-owned NBFC, loans made by us to Central and State entities in the power sector are currently exempt from the RBI's prudential lending (exposure) norms that are applicable to other non-government owned NBFCs. However, we follow prudential lending norms and guidelines approved by the MoP with respect to loans made to Central and State entities in the Indian power sector, while our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. We believe our classification as an IFC enhances our ability to raise funds on a cost-competitive basis (including through issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits to the bondholders), and increase our lending exposures to individual entities, corporations and groups, compared to other NBFCs that are not IFCs. We were granted the Navratna status by the DPE in 2007, and have received an "Excellent" rating from the GoI in each of the last five fiscal years. We were also awarded the India Pride Award 2009 in the NBFC category for excellence among public sector undertakings, and the Dalal Street Investor Journal PSU Award 2010 for being the Heavy Weight Navratna PSU and the Fastest Growing Navratna PSU, in the non-manufacturing category. In April 2011, we have also received Gentle Giant, the Largest Navratna (Non-Manufacturing) award at the 3rd DSIJ PSU Awards and SCOPE Commendation Certificate in the category of “Best Managed Bank, Financial Institution or Insurance Company” for the year 2009

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We have an established track record of consistent financial performance and growth:

• Our total loan assets increased from ` 43, 903 crore as of March 31, 2007 to 99,571crore as of March 31, 2011, at a CAGR of 23%.As of March 31, 2011, our total loans sanctioned pending disbursement (net of any loan sanctions cancelled) was ` 1,54,759 crore.

• Our total income increased from ` 3,928 crore in fiscal 2007 to ` 10,161 crore in fiscal 2011, at a CAGR of 27%, while our profit after tax increased from ` 986 crore in fiscal 2007 to ` 2620 crore in fiscal 2011, at a CAGR of 28%.

• We had gross NPAs of ` 13.16 crore, ` 13.16 crore, ` 13.16 crore and ` 230.65 crore as of March 31, 2008, 2009 and 2010 and 2011, respectively, which represented 0.03%, 0.02%, 0.02% and 0.23% of our total loan assets, respectively, as of such dates.

• Our profit after tax as a percentage of average total assets and as a percentage of average net worth were 2.79% and 19.68%, respectively, in Fiscal 2011.

• Our net worth as of March 31, 2011 was ` 14,198 crore. • Our capital adequacy ratio was 18.2% and 15.7% as of March 31, 2010 and as of March 31, 2011, respectively.

Recent Developments Further Public Offer In May 2011 our company came up with a further public offer (FPO) comprising of Fresh Issue of 172,165,005 Equity Shares of `10 each and offer for sale of 57,388,335 Equity Shares of ` 10 each at a price of ` 203 per equity share aggregating to ` 45,782.05 million. After the FPO, the shareholding of the President of India, through the MoP, was reduced to 73.72% of the fully diluted present paid-up equity capital of our Company. Discount of 5% to the Issue Price was offered to Eligible Employees and to Retail Bidders. Incorporation of wholly owned subsidiary Our Company has incorporated a wholly owned subsidiary on July 18, 2011 by the name of PFC Capital Advisory Services Limited. For further details refer to “History and Certain Corporate Matters” on page 91.

Our Strengths We believe that the following are our primary strengths: Comprehensive financial assistance platform focused on the Indian power sector We provide a comprehensive range of financial products and related advisory and other services from project conceptualization to the post-commissioning stage, to our clients in the power sector, including for generation (conventional and renewable), transmission and distribution projects as well as for related renovation and modernization projects. We provide various fund-based financial products including long-term project finance, short-term loans, buyer's line of credit and debt refinancing schemes, as well as non-fund based assistance including default payment guarantees and letters of comfort. We also provide various fee-based technical advisory and consultancy services for power sector projects. Strategic role in GoI initiatives and established relationships with power sector participants We were established as an integral part of, and have played a strategic role in, the GoI’s initiatives for the promotion and development of the power sector in India for more than two decades. We have been involved in the development and implementation of various policies and structural and procedural reforms for the power sector in India. We are also involved in various GoI programs for the power sector, including acting as the nodal agency for the UMPP and the R-APDRP and as a bid process coordinator for the ITP scheme. As a result, we have developed strong relationships with the Central and State governments, various regulatory authorities, significant power sector organizations, Central and State power utilities, private sector project developers, as well as other intermediaries in the power sector. We believe that our wide experience in implementing government policies and programs provide us with industry expertise that enables us to leverage our project risk assessment capabilities to effectively evaluate projects, structure appropriate financing solutions, develop effective loan disbursement and project monitoring methodologies, as well as provide regulatory and related advisory services. We believe we provide value to our clients in various ways, by supporting their operations as well as providing assistance

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with long-term reform and restructuring programs. We believe that this unique positioning enables us to leverage our power sector expertise, our existing large client base and continuing relationships with government agencies and instrumentalities to be a preferred financing provider for the power sector in India. Operational flexibility to capitalize on both fundraising and lending opportunities We are registered with the RBI as an NBFC and have also been classified as an IFC. We believe that our NBFC and IFC classification enables us to be operationally more flexible than some of our competitors and effectively capitalize on available financing opportunities. As an NBFC, we are governed by regulations and policies that are generally less stringent than those applicable to commercial banks, including with respect to liquidity requirements and the requirement to hold a significant portion of funds in relatively low yield assets, such as government and other approved securities and cash reserves. In addition, as a government-owned NBFC, loans made by us to Central and State entities in the power sector have been exempted from RBI's prudential lending (exposure) norms applicable to other non-government owned non-deposit taking systemically important NBFCs. Such exemptions, unless further extended by the RBI, are currently applicable until March 31, 2012. In compliance with RBI's directive in this regard, we are in the process of formulating and submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the manner in which we intend to comply with (including further capitalization) such prudential regulations of RBI. We follow prudential lending norms and guidelines approved by the MoP with respect to loans made to Central and State entities in the Indian power sector, while our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. In July 2010, we were classified as an IFC, which is a distinct category of NBFCs that are primarily engaged in infrastructure financing. We believe our classification as an IFC enables us to increase our lending exposures to individual entities, corporations and groups, compared to other NBFCs that are not IFCs. We believe that these are significant competitive advantages in providing project financing for large, long-gestation power sector projects. For example, an IFC is entitled to lend up to 25.0% of its Owned Funds to a single borrower in the infrastructure sector, compared to 20.0% of Owned Funds by other NBFCs categorized as a Loan Company. As an IFC, we are also eligible to raise, under the automatic route (without the prior approval of the RBI), ECBs up to US$500.00 million each fiscal year, subject to the aggregate outstanding ECBs not exceeding 50.0% of our Owned Funds. As an IFC, we are also required to maintain CRAR of 15.0% (with a minimum Tier I capital of 10.0%). For further information relating to the IFC category of NBFCs and differences with non-IFC classified NBFCs, see section titled "Regulations and Policies" on page 80. Favourable credit rating and access to various cost-competitive sources of funds Our primary sources of funds include equity capital, internal resources and domestic and foreign borrowings. CRISIL and ICRA have granted us the highest credit ratings of "AAA/Stable" and "AAA", respectively, for our long-term domestic borrowings and "P1+" and "A1+", respectively, for our short-term borrowings. International credit rating agencies Moody's, Fitch and Standard & Poor's have provided us long-term foreign currency issuer ratings of "Baa3", "BBB-" and "BBB-", respectively, which are at par with the sovereign ratings for India. We believe that our financial strength and our favourable credit ratings enable us to access various cost competitive funding options. Our borrowings reflect various sources, maturities and currencies, and include bonds and term loans, as well as commercial paper. Our primary sources of funds are Rupee-denominated bonds and commercial borrowings raised in India. In addition, as an IFC, we are able to further diversify our borrowings through the issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits to bondholders. Further, subject to certain restrictions we are also eligible to raise, under the automatic route (without the prior approval of the RBI), ECBs up to US$500.00 million each fiscal year. We have also accessed various international funding sources including the World Bank, the Asian Development Bank and Kfw. Our cost of funds in fiscal 2008, 2009, 2010 and 2011 was 8.0%, 8.7%, 8.1% and 8.2%, respectively, which we believe is competitive. In addition, historically most of our borrowings have been on an unsecured basis. Comprehensive credit appraisal and risk management policies and procedures We have developed extensive knowledge and experience in the Indian power sector, and believe we have comprehensive credit appraisal policies and procedures, which enable us to effectively appraise and extend financial assistance to various power sector projects. We follow a systematic institutional and project appraisal process to assess

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and mitigate project and credit risk. We believe our internal processes and credit review mechanisms reduce the number of defaults on our loans and contribute to our profitability. We believe that our comprehensive credit appraisal and project monitoring process have resulted in strong collection and recovery. We had gross NPAs of ` 13.16 crore, ` 13.16 crore, ` 13.16 crore and ` 230.65 crore as of March 31, 2008, 2009, 2010 and 2011, respectively, which represented 0.03%, 0.02%, 0.02% and 0.23% of our total loan assets, respectively, as of such dates. Track record of consistent financial performance and growth We believe that we have an established track record of consistent financial performance and growth, which enable us to capitalize on attractive financing opportunities in the power sector in India. Our total loan assets increased from ` 43,903 crore as of March 31, 2007 to ` 99,571 crore as of March 31, 2011, at a CAGR of 23%. As of March 31, 2011, our total loans sanctioned pending disbursement (net of any loan sanctions cancelled) was ` 154,759 crore. In addition, our loan asset portfolio has increasingly become diversified by sector and customer base. Experienced and committed management and employee base with in-depth sector expertise We believe we have an experienced, qualified and committed management and employee base. Many of our employees, particularly senior management, have worked with our Company for significantly long periods. We believe we have an efficient and lean organizational structure relative to the size of our operations and profitability. Our personnel policies are aimed towards recruiting talented employees and facilitating their integration into the Company and encouraging the development of their skills. Our management has significant experience in the power sector and the financial services industry, which has enabled us to develop a comprehensive and effective project appraisal process, implement a stringent risk management framework, identify specific requirements of power sector projects and offer comprehensive financing solutions and advisory assistance to such projects. The experience of our management together with their strong relationships with government agencies and instrumentalities and other power sector intermediaries have enabled us to successfully identify attractive financing opportunities. We believe that our experienced management team has been key to our success and will enable us to capitalize on future growth opportunities. Business Strategies Continue to leverage our industry expertise and relationships to capitalize on the expected growth in the Indian power sector We intend to continue to leverage our industry experience and relationships to provide comprehensive financing solutions for power sector projects in India. The Indian power sector has historically been characterized by power shortages and relatively low per capita consumption. According to Mid Term Appraisal Report of the Planning Commission, the projected capacity addition at the end of the 11th Plan is expected to be 62,374 MW. Similarly, a tentative capacity addition of approximately 100,000 MW has been envisaged for the 12th Plan. (Source: International Conclave, August, 2009). The 11th Plan estimated fund requirements in excess of ` 10,316.00 billion for investment in power generation, transmission and distribution projects (Source: White Paper) while fund requirements for the 12th Plan are estimated in excess of ` 11,000.00 billion (Source: International Conclave August, 2009). We intend to continue to leverage our industry expertise and ability to develop, supervise and implement structured financial assistance packages based on specific operational and financial performance standards to assist otherwise financially weak State Power Utilities ("SPUs") and public sector projects to improve their financial position. We intend to continue to contribute to the development and implementation of GoI policies relating to the power sector in India and play an integral role in the supervision of the implementation of reforms by SPUs and government agencies. Strategically expand our business and service offerings Consultancy and other fee-based services We intend to continue to increase our focus on our fee-based technical and consultancy services to SPUs, power distribution licensees, IPPs, public sector undertakings and SERCs. We also intend to continue providing fee-based services for various GoI programs for the power sector in India, including acting as a nodal agency for UMPP and R-APDRP projects and as a bid process coordinator for the ITP scheme.

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We believe that institutional and regulatory reforms in the Indian power sector and increased investor interest will lead to consolidation in the power sector. We intend to focus on acquisition advisory services for power sector projects, including the identification of target projects and potential acquirers for acquisitions and consolidation opportunities, and also provide techno-commercial appraisal of target projects. Debt syndication We intend to increase our focus on debt syndication activities in the power sector. We have acted as the lead financial institution for several projects, and have carried out syndication activities for various projects including with members of the Power Lenders Club, a group of 21 banks and financial institutions that work together to provide financing for large projects in the Indian power sector. We intend to continue to target debt syndication opportunities as we believe that our technical expertise and industry experience, our project appraisal capabilities and our relationship with commercial banks and other financial institutions enable us to ensure timely financial closure for such projects. Equity investments As part of our growth strategy, and subject to receipt of relevant approvals, we are in the process of evaluating potential equity investment opportunities in power sector projects. We aim to leverage our power sector experience and relationships, existing client base, our financial strength and lending capability to invest in power sector projects. In addition, we may consider equity syndication opportunities for power sector projects, which we expect will also increase our fee-based income. Other initiatives We are currently in the preliminary stages of evaluating the possibility of establishing or acquiring a bank and are in the process of appointing a consultant in connection with such initiative. Broaden our loan asset base and borrower profile Private sector projects As of March 31, 2008, 2009, 2010 and 2011, 7.5%, 6.8%, 5.2% and 6.8% of our total loan assets related to private sector projects. We intend to continue to provide financial assistance to private sector generation, transmission and distribution projects to further diversify our borrower profile. Hydro projects and renewable energy We intend to continue to focus on providing financial assistance to hydro projects to facilitate an optimal mix of thermal and hydro projects in our loan asset portfolio. We have extended loan repayment periods of up to 20 years after moratorium for hydro projects, effectively increasing the loan tenor for such projects. We believe that the renewable energy space in India provides significant untapped potential. According to the MNRE, as of March 31, 2011, India had an aggregate installed capacity of 18,842 MW of renewable energy projects out of an estimated potential of 87,230 MW (Source: Ministry of New and Renewable Energy, Report, March 2011). The GoI has also launched the Jawaharlal Nehru National Solar Mission ("JNNSM"), with a target of 20,000 MW grid connected solar power by fiscal 2022. We have strategically increased our focus on renewable energy projects, including solar, wind, biomass and small hydro projects, to capitalize on the GoI’s various renewable energy initiatives. These initiatives include requiring State distribution utilities’ to meet certain minimum specified percentage of total power requirements from renewable energy sources and special tariffs for renewable energy projects. We intend to continue to provide financing for public and private sector renewable energy generation projects. Until March 31, 2011, our total loan assets outstanding with regard to renewable energy projects aggregated ` 1,195.43 crore. As of March 31, 2011, 1.2% of our total loan assets and 0.93% of our total loans sanctioned pending disbursement related to renewable energy projects. In addition, we have been nominated to act as a nodal agency to assist State power utilities in anticipation of the introduction of CDM projects for the renovation and modernization of old thermal and hydro projects. Forward and backward linkages to core power sector projects As of March 31, 2011, 74.4%, 7.6% and 4.7% of our loan assets related to power generation (excluding corporate loans and loans given for renovation and modernization to power generation companies) projects, transmission projects and

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distribution projects, respectively. We have strategically expanded our focus areas to include projects that represent forward and backward linkages to the core power sector projects, including capital equipment for the power sector, fuel sources for power generation projects and related infrastructure development, as well as power trading initiatives. Capital equipment manufacturers. The significant capacity addition in the Indian power sector requires augmentation of equipment manufacturing capacities for capital equipment for all segments of the power sector: generation, transmission and distribution. We intend to provide financial assistance for manufacturers of equipment used in the power sector, including transmission and distribution equipment and solar and wind energy generation equipment. Fuel sources and related infrastructure development. The GoI has introduced various reforms for the development of fuel sources for thermal power generation projects, including allocation of coal blocks to public and private sector entities as well as the development of related infrastructure facilities for the transportation of coal and other fuel sources such as natural gas. We intend to provide financing assistance to fuel supply projects and related infrastructure development projects. Power trading We intend to continue to strategically focus on power trading initiatives in India. In this connection we have made a strategic investment in PEIL, which is promoted by the NSE and the NCDEX, and operates a national power exchange in India. We have also entered into a joint venture agreement with NTPC, NHPC and TCS to establish NPEL, which will operate a national level electronic power exchange. We intend to fund non-speculative purchases of power through such exchanges by some of our borrowers, particularly public sector power distribution companies. Continue to develop strategic partnerships and evaluate new business opportunities We intend to continue to develop partnerships and alliances and evaluate new business opportunities related to the power sector in India. We are equity shareholders in PTC, which is involved in power trading and related activities. We have also invested in NPEL and PEIL to encourage power trading initiatives in India. While PEIL has been operating a national level power trading platform since October 2008, NPEL is yet to commence operation. We have also invested in the Small is Beautiful fund, which is a SEBI-registered venture capital fund that invests in power generation projects, operated by KSK Investment Advisor Private Limited, a private sector power project developer. We have also promoted PECAP with various industry experts to provide advisory services related to equity investments in the power sector in India. We have also jointly promoted EESL with other government companies focused on the Indian power sector to develop energy efficiency products and services and provide consultancy services related to CDM, carbon markets and energy efficiency initiatives. In addition, in October 2010, we have entered into a memorandum of understanding with NPCIL to explore potential financing opportunities for nuclear power generation projects. Investment Considerations Our ability to successfully implement our business plan and growth strategies continue to be subject to various factors, including the following: concentration on the power sector which has a limited number of borrowers, which are mainly SPUs and SEBs, many of which have been historically loss making; volatility in interest rates; an inability to obtain sufficient security or collateral on our loans; our ability to maintain low effective cost of funds; our ability to implement effective risk management policies and procedures; changes in applicable regulations and policies that adversely affect our business and industry; various risks associated with the projects we finance and our ability to compete effectively. For further discussion on weaknesses and threats, and of factors that could adversely affect our future financial condition and results of operations, see section titled "Risk Factors" beginning on page 8. Our Products We provide a comprehensive range of fund based and non-fund based financial products and services from project conceptualization to the post-commissioning stage to our clients in the power sector. Our fund based financial assistance includes primarily project finance (both Rupee and foreign currency denominated term loans), short-term and mini short-term loans. Our product portfolio also includes equipment lease financing, buyer’s line of credit, debt refinancing schemes, bridge loans, transitional loans, loans for asset acquisition, bill discounting and a line of credit for import of coal and other fuel.

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We also provide non-fund based assistance including default payment guarantees and letters of comfort. FUND BASED Our loan assets are presented as adjusted for any provisions for contingencies made in the respective fiscal periods. The following table sets forth certain information relating to our total loan assets as of the dates indicated: Particulars As of March 31,

2007 2008 2009 2010 2011 ` crore % of

total ` crore % of

total` crore % of

total ` crore % of

total ` crore % of total

Rupee loans (a) Term Loans 40,142.03 91.4 48,718.99 94.5 61,614.30 95.6 76,010.28 95.2 95,858.70 96.3(b) Short-term loans 1,932.53 4.4 1,494.63 2.9 1,604.54 2.5 2,948.99 3.7 2,105.77 2.1Foreign currency loans

770.48 1.8 647.19 1.3 722.10 1.1 499.76 0.6 396.60 0.4

Others(1) 1,057.79 2.4 707.49 1.4 488.04 0.8 396.73 0.5 1,209.66 1.2Total 43,902.83 100.0 51,568.31 100.0 64,428.99 100.0 79,855.76 100.0 99,570.74 100

(1) Others include equipment leasing, buyer’s line of credit, loans to equipment manufacturers, asset acquisition schemes and debt refinancing schemes. Others also include medium-term Rupee loans.

The following table sets forth certain information relating to our total disbursements in the periods indicated: Particulars Fiscal

2007 2008 2009 2010 2011

` crore % of total

` crore % of total

` crore % of total

` crore % of total

` crore % of total

Term loans(1) 11,481.00 81.70 13,420.10 82.80 18,057.20 85.80 22,553.60 87.40 29,010.70 85.00Short-term loans 2,366.00 16.80 2,316.00 14.30 2,877.00 13.70 3,114.60(2) 12.10 4,206.00 12.30Others(3) 208.00 1.50 475.00 2.90 120.10 0.50 140.30 0.50 904.60 2.70Total 14,055.00 100.00 16,211.10 100.00 21,054.30 100.00 25,808.50 100.00 34,121.30 100.00

(1) Term loans include Rupee loans and foreign currency loans and disbursement under the R-APDRP and grants.(2) Power exchange credit of ` 486.00 million in fiscal 2010 has been included under short-term loan. (3) Others include equipment leasing, buyer’s line of credit, loans to equipment manufacturers, asset acquisition

schemes and debt refinancing schemes. Others also include medium-term Rupee loans. Rupee Term Loans Project finance rupee term loans accounted for 94.5% 95.6%, 95.2% and 96.3% of our total loan assets as of March 31, 2008, 2009, 2010 and 2011, respectively. We generally disburse funds either directly to a supplier of project equipment or services or by way of reimbursement to the borrower against satisfactory proof of eligible expenditure on the relevant project, or through the trust and retention account. We generally implement security and quasi-security arrangements in relation to our Rupee terms loans. Our Rupee term loan financings are generally secured in the case of public sector clients, including State utilities, either through a charge on the project assets or by a State government guarantee, or both. In addition to such security or guarantee, most of our loans to Central and State sector borrowers provide for an escrow mechanism. For private sector clients, our term loan financings are secured through, among other things, through a first priority pari passu charge on the relevant project assets, collaterals such as pledges of shares held by promoters and/or personal/corporate guarantees and trust and retention arrangements. For further information, see section titled "Our Business- Security Risk" on page 75. Interest rates on Rupee term loans are notified to the borrower from time to time. Specific interest rates may be offered to certain borrowers based on the merit of the borrower and the relevant project. Typically, there is an option to select interest rates with reset after every three years or ten years. We believe that our comprehensive credit appraisal and project monitoring process, and our ability to manage the security and repayment profiles of our loan assets have resulted in strong collection and recovery.

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We have raised ` 2,353.61 million through public issue of secured, redeemable, non convertible long term infrastructure bonds, which were allotted on March 31, 2011. For further details, see section titled "Financial Indebtedness" on page 115. Short-term Loans We provide short-term loan finance to borrowers to meet their immediate fund requirements. Short-term loans accounted for 2.9%, 2.5%, 3.7% and 2.1%, of our total loan assets as of March 31, 2008, 2009, 2010 and 2011, respectively. These loans are Rupee-denominated and primarily relate to purchase of fuel for power plants; purchase of consumables and essential spares; emergency procurement/works for generation plants and transmission and distribution networks in the nature of repair and maintenance works; and purchase of power. We also extend short-term loans against receivables from distribution companies to transmission companies on account of wheeling/transmission charges. Short-term loan facilities are typically extended for a period of up to one year. However, we have recently started providing short-term loans to SPVs in the public sector to meet their working capital requirements. Foreign Currency Loans We sanction foreign currency loans based on the capital expenditure requirements of the relevant project, subject to availability of foreign currency for lending. We provide foreign currency loans to power sector projects for end uses that are permitted under applicable RBI regulations relating to ECBs. Foreign currency loans represented 1.3%, 1.1%, 0.6% and 0.4% of our total loan assets as of March 31, 2008, 2009, 2010 and 2011, respectively. The interest rates offered for our foreign currency loans are fixed based on six months U.S. Dollar LIBOR or LIBOR in other applicable foreign currency. The fixed rate margin over the relevant LIBOR is generally reset at the end of every five years. Our foreign currency loans are generally secured by, among other security, a first priority pari passu charge on the relevant project assets, collaterals such as pledges of shares held by promoters, and/or personal/corporate guarantees. Other Fund Based Financial Assistance Our product portfolio includes providing a comprehensive range of other fund based financial assistance, including equipment lease financing, buyers’ line of credit, loans to equipment manufacturers, asset acquisition schemes, transitional loans and debt refinancing schemes. We also provide medium-term Rupee loans. These other fund based financial assistance (including medium-term loans) represented, in the aggregate, 1.4%, 0.8%, 0.5% and 1.2% of our total loan assets as of March 31, 2008, 2009, 2010 and 2011, respectively. Equipment lease financing We provide lease financing to fund the purchase of major capital equipment and machinery essential for power sector projects and associated infrastructure projects. Equipment lease financing is extended to various core power sector projects (including to power utilities), renewable energy projects, as well as associated infrastructure development projects. Equipment lease financing may be provided up to the entire cost of the relevant equipment. Buyers’ line of credit We provide non-revolving Rupee line of credit for power sector projects in connection with purchase of machinery, equipment and other capital goods (including accessories and spare parts) on a deferred payment basis. Loans to equipment manufacturers We provide short-term loans (up to one year) and medium-term loans (between one and five years) to manufacturers of equipment or materials that have received firm contracts for power sector projects in India. Asset acquisition schemes We provide finance for the acquisition of assets by power sector projects. Transitional loans

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Our product portfolio includes providing finance to state sector power projects, primarily to power generation and transmission companies under restructuring process, to bridge the gap in cash flows during such phase. Debt refinancing scheme Under this scheme, we assist borrowers who have borrowed funds from other lending institutions at a higher rate of interest to refinance their loans at a lower interest rate. The refinancing facility is available only for commissioned projects. Bill discounting scheme We operate a bill discounting scheme which enables equipment manufacturers to sell their equipment, machinery, turnkey projects and capital goods (including accessories and spares supplied along with the machinery to the extent deemed reasonable) on deferred payment terms to power sector projects. Corporate loans We provide financing to existing players in the public and private sector, which enables experienced utilities to leverage the successful operation of commissioned projects to mobilize funds for equity infusion in new projects. Loans to grid connected solar PV power generation projects We provide loans to grid connected solar PV power generation projects that have been approved by the MNRE. Non Fund Based We also provide non-fund based assistance including default payment guarantees and letters of comfort. Default Payment Guarantees We provide default payment guarantees on behalf of project companies to guarantee their payment obligations. Such guarantees enable power sector projects to secure financing from other sources, including borrowings from commercial banks, foreign lenders and debt capital markets. As of March 31, 2011, default payment guarantees issued by us included € 0.4 million and U.S.$ 14.3 million in foreign currency guarantees and ` 400.00 crore Rupee denominated guarantees. Letters of Comfort We provide comfort letters against our sanctioned term loans to enable borrowers to establish a letter of credit with their bankers. The letter of comfort is issued only in cases where it is a pre-requisite for engineering, procurement and construction ("EPC") contracts or equipment supply contracts of projects financed by us. The letter of comfort is issued after all other pre-disbursement conditions have been complied with. As of March 31, 2011, we had outstanding letters of comfort aggregating ` 5,758.02 crores. Projects We Fund Our project financing activities have been focused primarily on thermal and hydro generation projects, including financing of renovation and modernization of existing thermal and hydro electric plants. Transmission and distribution projects financed by us include system improvement and projects involving provision of shunt capacitors and meters. We also focus on the promotion and development of other energy sources, including alternate and renewable fuels. As of March 31, 2011, 74.4%, 7.6%, 4.7% and 3.3% of our loan assets related to power generation (excluding corporate loans and loans given for renovation and modernization to power generation companies) projects, transmission projects, distribution projects and renovation and modernization projects, respectively. We have strategically expanded our focus areas to include projects that represent forward and backward linkages to the core power sector projects, including procurement of capital equipment for the power sector, fuel sources for power generation projects and related infrastructure development, as well as power trading initiatives. The following table sets forth certain information relating to our loan assets as of the dates indicated, presented according to the type of project:

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Particulars As of March 31, 2007 2008 2009 2010 2011

` Crore % of total

` Crore % of total

` Crore % of total

` Crore % of total

` Crore % of total

Generation - Thermal 19,817.07 45.2 25,340.87 49.1 34,668.26 53.8 45,420.38 56.9 58,579.04 58.8 - Hydro 10,366.44 23.6 11,418.17 22.1 14,071.76 21.8 14,747.16 18.5 15,181.17 15.2 - Wind 232.96 0.5 211.67 0.4 191.60 0.3 300.52 0.4 325.97 0.3 - Solar - - - - - - 7 0.0(1) 32.87 0.0(1)

Corporate term loan - - - - 500.00 0.8 3,500.00 4.4 6,500.00 6.5Renovation and modernization (generation) - Thermal generation

2,263.31 5.2 2,393.76 4.6 2,563.48 4.0 2,660.31 3.3 2,869.89 2.9

- Hydro generation 336.79 0.8 367.46 0.7 343.20 0.5 370.25 0.5 413.39 0.4Transmission 4,922.63 11.2 6027.64 11.7 6,470.62 10.0 6,228.92 7.8 7,570.46 7.6R&M transmission 3.95 0.0(1) 20.59 0.0(1) 23.467 0.0(1) 27.32 0.0(1) 25.47 0.0(1)

Distribution (Including shunt capacitor and metering)

2,504.76 5.7 3261.88 6.3 3,409.46 5.3 3,401.76 4.3 4,701.22 4.7

Short-term loans 1,932.51 4.4 1486.45 2.9 1,604.54 2.5 2,948.99 3.7 2,105.77 2.1Equipment manufacturing loan

6.76 0.0(1) 6.26 0.0(1) 5.001 0.0(1) 3.76 0.0(1) 829.50 0.8

Others(2) 1,505.21 3.4 1033.54 2.0 577.59 0.9 239.40 0.3 435.98 0.4Total 43,892.39 100.0 51,568.31 100.0 64,428.99 100.0 79,855.76 100.0 99,570.73 100.0

(1) Negligible. (2) Others include buyer’s line of credit, asset acquisition schemes, debt refinancing schemes, medium-term rupee

loans computerization, project settlement, pre-investment fund, technical assistance project, studies, long-term working capital loan and interest accrued and due.

The following table sets forth certain information relating to loans disbursed in the periods indicated, presented according to the type of the project: Particulars Fiscal

2007 2008 2009 2010 2011 ` Crores % of

total ` Crores % of

total ` Crores % of

total ` Crores % of

total ` Crores % of

total Generation - Thermal 7,333.80 52.2 8,290.60 51.1 11,305.60 53.7 13,818.40 53.5 16,544.6 48.5 - Hydro 1,528.60 10.9 1,830.30 11.3 3,575.50 17.0 2,221.10 8.6 1,733.2 5.1 - Solar - - - - - - 7 0.0(1) 26.4 0.1 - Bagasse - - - - - - - - 0 0.00 Corporate term loan - - - - 500.00 2.4 3,000.00 11.6 3,000.00 8.8Renovation and modernization (generation) - Thermal generation 627.50 4.5 380.30 2.3 509.60 2.4 423.10 1.6 561.8 1.6 - Hydro generation 37.6 0.3 89.9 0.6 51.50 0.2 72.5 0.3 83.2 0.2Transmission (including R&M transmission)

1,437.50 10.2 1,976.30 12.2 1296.00 6.2 1,056.00 4.1 2,615.4 7.7

Distribution (including shunt capacitor and metering)

657.80 4.7 1,160.90 7.2 610.40 2.9 625.60 2.4 1,825.3 5.3

RAPDRP Part-A - - - - 325.00 1.5 1,124.70 4.4 62.4 0.2RAPDRP Part-B - - - - - - 196.40 0.8 2,039.8 6.0RAPDRP Part-A SCADA

- - - - - - - - 154.6 0.5

Short-term loans 2,366.00 16.8 2,316.00 14.3 2877.00 13.7 3,114.60 12.1 4,206 12.3Equipment manufacturing loan

- - - - - - - - 827 2.4

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Particulars Fiscal 2007 2008 2009 2010 2011

` Crores % of total

` Crores % of total

` Crores % of total

` Crores % of total

` Crores % of total

Others(2) 66.2 0.5 166.80 1.0 3.70 0.0(1) 149.10 0.6 441.6 1.3Total 14,055.00 100.0 16,211.10 100.0 21,054.30 100.0 25,808.50 100.0 34,121.3 100.0

(1) Negligible. (2) Other schemes such as computerization, project settlement studies, buyers’ line of credit, equipment lease financing, re-

bagasse and loans to manufacturers. The following table sets forth certain information relating to our loan sanctions pending disbursement (net of any sanctions cancelled) as of March 31, 2011 presented according to kind of projects:

Particulars As of March 31, 2011 (` Crores)

Thermal Generation 114,700 Hydro-electric Generation 10,292 Wind, Solar, Bagasse 995 Renovation and Modernizaation of Thermal Power Stations 3,003 Renovation & Uprating of Hydro Power Projects 347 Transmission 19,042 Distribution 4,760 Short Term Loan 475 Others* 1,145

Total** 154,759 * Others include Decentralized Management, Project Settlement, Pre Investment Fund, Technical Assistance Project, Medium Term Loan, Buyers Line of Credit, Equipment Manufacturing Loan, Loan for Asset Acquisition, Bill Discounting, Studies, Loan for Redemption of bonds, Purchase of power through PXI, Loan for Promoter’s Equity and Computerization etc. ** Excluding APDRP

The following table sets forth information relating to our top ten borrowers (primarily generation companies) in terms of loans outstanding as of March 31, 2011: Borrower Loans outstanding

(` Crores) % of total outstanding loans as of March 31,

2011 Borrower 1 8,510.60 8.55 Borrower 2 6,791.10 6.82 Borrower 3 6,564.21 6.59 Borrower 4 5,882.08 5.91 Borrower 5 5,598.77 5.62 Borrower 6 5,005.82 5.03 Borrower 7 4,672.65 4.69 Borrower 8 4,496.22 4.52 Borrower 9 4,007.93 4.02 Borrower 10 3,122.09 3.14 Total 54,651.47 54.89 Thermal generation projects. We provide finance for thermal energy generation projects in the public and private sector. Thermal energy generation projects include coal and gas based power plants. Hydro generation projects. We provide finance for hydro generation projects in the public and private sector. We continue to focus on providing financial assistance to hydro projects to facilitate an optimal mix of thermal and hydro projects in our loan asset portfolio. In this connection, we have extended loan repayment periods of up to 20 years after moratorium for hydro projects, effectively increasing the loan tenor for such projects. Renewable energy projects. We provide finance to various renewable energy projects, including solar, wind, biomass and small hydro projects. We provide financing for public and private sector renewable energy generation projects.

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Renovation, modernization and life-extension scheme. We provide finance for renovation and modernization and life-extension projects of old thermal and hydro power plants. Transmission projects and schemes. We provide financing assistance to several kinds of power transmission projects, including transmission and sub-transmission schemes, power evacuation lines and transmission links. Transmission projects and schemes funded by us involve transmission of power within various States and from one region to another region in India, assist in distribution of power within the State and also relate to transmission loss reduction schemes. These schemes include construction of new transmission lines, reinforcement of existing transmission lines, new substations, augmentation of transformer capacities of existing substations, replacement of old and obsolete equipment, and bay extensions. Distribution, capacitor and metering schemes. We have extended financial assistance to various projects and entities that establish and upgrade sub-stations and distribution networks in various distribution circles, including for installment of capacitors and meters to reduce losses and improve revenue generation, and to improve the quality and reliability of power supply to consumers. Sector-wise Loan Portfolio We provide financial assistance to the public sector, which includes Central, State and joint (i.e., companies that have both State and Central sector participation) sector; and to private sector projects. The following table sets forth certain information relating to our total loan assets as of the dates indicated, presented according to sector: Particulars As of March 31,

2007 2008 2009 2010 2011 ` Crores % of

total ` Crores % of

total ` Crores % of

total ` Crores % of

total ` Crores % of

total A. Public sector comprising of: (i) State sector 33,542.83 76.439,114.18 75.846,438.94 72.154,137.59 67.8 64,507.42 64.79%(ii) Central sector 5,385.70 12.3 6,666.78 12.9 9,283.09 14.415,015.21 18.8 20,300.10 20.39%(iii) Joint sector 1,345.05 3.1 1,897.66 3.7 4,359.63 6.8 6,526.81 8.2 7,990.95 8.03%B. Private sector 3,618.81 8.2 3,889.68 7.5 4,347.34 6.7 4,176.15 5.2 6,772.27 6.80%Total 43,892.39 100.051,568.31 100.064,428.99 100.079,855.76 100.0 99,570.73 100.00% The following table sets forth certain information relating to disbursements made in the periods indicated, presented according to sector: Particulars Fiscal

2007 2008 2009 2010 2011 ` Crores % of

total ` Crores % of

total ` Crores % of

total ` Crores % of

total ` Crores % of

total A. Public sector comprising of: (i) State sector 11,095.70 78.9 13,049.50 80.5 14,656.50 69.6 15,952.90 61.8 22,656.7 66.4(ii) Central sector

1,491.10 10.6 1,669.70 10.3 3,130.10 14.9 6,351.20 24.6 5,943.6 17.4

(iii) Joint sector 482.00 3.5 630.00 3.9 2,647.40 12.6 2,449.10 9.5 1,774.7 5.2B. Private sector 986.20 7.0 861.90 5.3 620.30 2.9 1,055.30 4.1 3,746.3 11.0Total 14,055.00 100.0 16,211.10 100.0 21,054.30 100.0 25,808.50 100.0 34,121.3 100.0 Institutional Development Role and Government Programs The GoI and various State governments have undertaken various programs and initiatives for the reform and restructuring of the power sector in India to ensure adequate supply of electricity at reasonable rates, to encourage private sector participation and to make the Indian power sector self-sustaining and commercially viable. These institutional and structural and procedural reforms are aimed at achieving operational and commercial efficiency and improved viability of State power utilities; improving delivery of services and achieving cost effectiveness through technical, managerial and administrative restructuring of utilities; creating an environment that will attract private capital, both domestic and foreign, to supplement public sector investment; operating State power utilities in a manner that enables them to generate sufficient returns to meet operational and investment requirements; and achieving energy conservation through integrated resource planning, demand side management and minimizing waste.

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We were established as an integral part of, and continue to play a strategic role in, the GoI’s initiatives for the development of the power sector in India. We work closely with GoI instrumentalities, State governments and power sector utilities, other power sector intermediaries and private sector clients for the development and implementation of policies and structural and procedural reforms for the power sector in India. In addition, we are involved in various GoI programs for the power sector, including acting as a nodal agency for the UMPP and the R-APDRP and as a bid process coordinator for the ITP scheme. Ultra Mega Power Projects (UMPP) The GoI has introduced the UMPP program with the objective of developing large capacity power projects in India. We have been designated to act as a nodal agency by the GoI for the development of UMPPs, each with a contracted capacity of 3,500 or above. These UMPPs involve economies of scale based on large generation capacities based at a single location, utilize super critical technology to reduce emissions, and potentially have lower tariff costs for electricity generated as a result of these factors and a result of the tariff being based on international competitive bidding processes adopted for the selection of developers. The CEA is the technical partner for the development of these UMPPs while the MoP is involved as a facilitator. As of March 31, 2011, 16 UMPPs have been identified, located in Madhya Pradesh, Gujarat (two), Chhattisgarh, Karnataka, Maharashtra, Andhra Pradesh (three), Jharkhand (two), Tamil Nadu (two) and Orissa (three). As of March 31, 2011, we had incorporated a total of 12 wholly-owned SPVs for the UMPPs. In relation to such SPVs, we in conjunction with the MoP and the CEA will undertake preliminary site investigation activities and obtain appropriate regulatory and other approvals (including for land, water, the environment and for power selling) necessary to conduct the bidding process for these projects. Four of these SPVs have been transferred to successful bidders. The remaining SPVs are proposed to be eventually transferred to successful bidder(s) selected through a tariff based international competitive bidding process in accordance with the guidelines for Determination of the Tariff By Bidding Process for Procurement of Power by distribution licensees, 2005 as amended. The successful bidders are then expected to develop and implement these projects. We earn revenue from our involvement with UMPPs through: (i) interest income on expenditure incurred by us prior to handing over the relevant SPVs to the successful bidder, which are typically in the form of loans extended by us to these SPVs; and (ii) fee income. In certain cases, we also hold, on behalf of the SPV, any “commitment advances” received by the SPV from the procurer of the project for the purpose of meeting the initial expenses of the SPV. We typically invest any unused portion of the commitment advances as part of our ongoing investment activities and pay the SPV our average rate of return on this amount. In addition, we may earn interest income by extending loans in the future to such projects. Independent Transmission Projects (ITP) In April 2006, the MoP introduced a tariff based competitive bidding process for ITPs, similar to that followed for UMPPs, for the development of transmission systems through private sector participation. We have been nominated as a bid process coordinator by the MoP for the development of certain ITPs. Four SPVs, were initially incorporated under ITPs. These SPVs undertake preliminary survey work, identify transmission routes, prepare survey reports, initiate the processes of land acquisition and forest clearances if applicable, and are also responsible for conducting the bid process. We earn revenue from our involvement with ITP projects in a manner similar to the UMPPs. Of the four SPVs, Bokaro-Kodarma Maithon Transmission Company Limited was liquidated in December, 2010 and another SPV namely, East North Interconnection Company Limited has been transferred to the successful bidder on March 31, 2010. Request for proposals the other two SPVs, Jabalpur Transmission Company Limited ("JTCL") and Bhopal Dhule Transmission Company Limited ("BDTCL") were issued on August 30, 2010 and September 15, 2010, respectively, and letters of intent for JTCL and BDTCL were issued to the successful bidder Sterlite Transmission Projects Private Limited on January 19, 2011 and January 31, 2011 respectively. JTCL and BDTCL have been transferred to Sterlite Transmission Projects Private Limited on March 31, 2011, after obtaining the requisite approvals from our Board, the board of directors of PFCCL and the MoP. In addition, the MoP has appointed PFCCL as the bid process coordinator on March 16, 2011 for two ITPs. The board of directors of PFCCL has on March 24, 2011 approved the proposal for incorporation of two SPVs to facilitate the development of these two ITPs, which is subject to the approval of our Board. Our Board in its meeting on April 19, 2011 has approved the incorporation of these two SPVs. Accelerated Power Development and Reform Programs

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The GoI introduced the Accelerated Power Development Program ("APDP") in fiscal 2001 as part of the reform of the Indian power sector. During the 10th Plan, the GoI subsequently upgraded the APDP program to the Accelerated Power Development Reform Program ("APDRP") in fiscal 2003. The objectives of this program were to improve the financial viability of state power utilities, reduce aggregate technical and commercial losses ("AT&C") losses, improve customer satisfaction and increase the reliability and quality of the power supply by reducing outages and interruptions, with a focus on urban and industrial areas. APDRP aimed at reforming the power distribution sector by providing investment and incentives to SEBs and SPUs and distribution companies to strengthen and improve transmission, sub-transmission systems and distribution networks. In July 2008, APDRP was restructured and the MoP launched the Restructured Accelerated Power Development and Reforms Program ("R-APDRP"), with focus on, amongst others, establishment of base line data, fixation of accountability and reduction of AT&C losses through strengthening and upgrading of transmission, sub transmission and distribution network, and adoption of IT systems during the 11th Plan. R-APDRP is required to be implemented in three parts. Part-A focuses on establishment of IT enabled baseline data acquisition systems and Supervisory Control and Data Acquisition ("SCADA") systems. Part-B aims at reduction in AT&C loss level to less than 15% on a sustainable basis in five years, by achieving improvements in transmission, sub-transmission and distribution systems. We were designated to act as the nodal agency to run APDRP as well as R-APDRP, to provide a single window service under the program, in coordination with the agencies involved, such as the MoP, Steering Committee, CEA, NTPC, PGCIL, other statutory bodies (if required) and various consultants to achieve the speedy and timely completion of projects, and therebyassist the utilities in achieving loss reduction targets. We are paid a 'nodal agency fee' for the services rendered in running the R-APDRP. In Part-A of the R-APDRP, the GoI will provide 100% of the loan through budgetary support to initiate the project, which is meant to be converted into a grant if the required base-line data system is established within a stipulated time frame. The loan provided to state power utilities for R-APDRP Part-A projects shall be converted to grant only on satisfactorily completing the projects within three years of sanction and verification of the same by such independent agencies. In Part-B, the GoI will provide funding of up to 25.0% of the project cost in the form of a loan (90% for special category states), 50.0% of which will be converted into a grant in five equal tranches if the project achieves AT&C loss levels of 15.0% on a sustainable basis for a period of five years. We have appointed a process consultant to assist in running the R-APDRP. We have also empanelled IT consultants ("ITC") and IT Implementing Agencies ("ITIA") and have formulated an RfP for ITC and model RfP for ITIA. Further, we have empanelled SCADA/DMS consultants ("SDC"), SCADA Implementing agencies ("SIA") and have formulated a RfP for SDC and model RfP for SIA. In order to monitor the implementation of R-APDRP, a fully dedicated web-portal has been developed by an IT advisor in consultation with the Company. Third Party Independent Evaluation Agencies for Energy Accounting have been appointed for all States to verify baseline AT&C losses and AT&C losses, while third party independent evaluation agencies for IT are in process of being appointed. The table below shows the cumulative sanctions and disbursements under R-APDRP as on March 31, 2011: Particulars Amount (in `Crores)

Sanctions 21,820.67 Disbursements 3,902.88

As of March 31, 2011, the cumulative sanctions under R-APDRP as per the MoP’s Steering Committee are ` 21,820.67 crores. As of March 31, 2011, the R-APDRP is being implemented in approximately 1,401 towns in India. As a majority our loan portfolio is in the State power sector, improvement of the performance and the financial health of the State power sector is expected to enhance the quality of our loan assets. The Part-B distribution strengthening projects under R-APDRP envisages funding of 25.0% of the project cost from the GoI, which we believe will create an opportunity for us to provide the balance funding for the projects. Distribution Reform, Upgrades and Management (DRUM) Distribution Reform, Upgrades and Management ("DRUM") is an Indo-US joint initiative developed by the MoP in conjunction with the United States Agency for International Development with a planned funding of US$30.00 million. The objective of DRUM is to demonstrate commercially viable electricity distribution systems that provide reliable

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power of sufficient quality to consumers and to establish a commercial framework and a replicable methodology to that adopted by Indian financial institutions for the provision of non-recourse financing for DRUM activities and programs. We have been appointed as a principal financial intermediary and provide management support for this initiative. Our responsibilities include provision of management and implementation support, coordination of all relevant stakeholders, acting as a financial intermediary and banker for supervision of funds (loans and grants) and developing a mechanism for leveraging resources of other financial institutions and banks. Consultancy Services In addition to our lending activities, we provide various technical consultancy and advisory services for power sector projects. We provide consultancy and other fee-based services to State power utilities, power distribution licensees, IPPs, public sector undertakings and SERCs. We also provide fee-based services for various GoI programs, including acting as a nodal agency for UMPP and R-APDRP projects and as a bid process coordinator for ITP scheme projects. Other consultancy and advisory services include: bid process coordination for power procurement by distribution licensees through tariff based competitive bidding process; renewable and non-conventional energy schemes; coal block joint ventures and selection of developers for coal blocks and linked power projects; project advisory services including selection of an EPC contractor; advisory services relating to policy reform, restructuring and regulatory aspects; and assistance in relation to capacity building and human resource development. We also intend to focus on acquisition advisory services for power sector projects, including identification of target projects and potential acquirers for acquisitions and consolidation opportunities, and also provide techno-commercial appraisal of target projects. Resource Mobilization Our primary sources of funds include equity capital, internal resources and domestic and foreign borrowings. Our borrowings reflect various sources, maturities and currencies, and include bonds and term loans, as well as commercial paper. In addition, historically most of our borrowings have been on an unsecured basis. The following table sets forth certain information relating to our Rupee-denominated and foreign currency denominated borrowings as at the respective dates indicated:

Partculars As of March 31,

2007 2008 2009 2010 2011 ` Crores % of total ` Crores % of total ` Crores % of total ` Crores % of total ` Crores % of total

Rupee 31,661.07 94.3 38,413.77 94.5 49,570.65 95.0 64,349.55 95.9 80,636.04 94.2Foreign currency(1) 1,923.11 5.7 2,234.04 5.5 2,589.50 5.0 2,758.86 4.1 4,962.53 5.8Total 33,584.18 100.0 40,647.81 100.0 52,160.15 100.0 67,108.41 100.0 85,598.57 100.0

(1) The Rupee equivalents of foreign currency borrowings are based on the bank selling rate at the end of the relevant fiscal period.

Rupee resources Our primary sources of funds are Rupee-denominated bonds and term loans availed in India. A significant percentage of our Rupee-denominated borrowings are raised through the issuance of privately placed bonds in India. As of March 31, 2011, we had outstanding borrowings aggregating ` 56,136.99 Crores in the form of bonds and ` 22,258.00 Crores in the form of term loans from Indian banks and financial institutions. In addition, we were recently classified as an IFC, which enables us to further diversify our borrowings through the issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits to bondholders. The following table sets forth certain information relating to our Rupee resources as of the dates indicated:

(` Crores)

Particulars As of March 31, 2007 2008 2009 2010 2011

Non-taxable bonds(1) 275.50 275.50 125.00 50.00 0.00Taxable bonds(2) 16,136.37 23,267.77 35,354.15 45,751.43 56,136.99Term loans from Indian banks and FIs

15,249.21 14,870.50 14,091.50 18,548.12 22,258.00

Interest subsidy from the GoI 1,231.63 1,066.75 908.94 663.49 451.87

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Total 32,892.71 39,480.52 50,479.59 65,013.04 78,846.86(1) Bonds that offer certain tax benefits to the bondholders. (2) Bonds that do not offer any tax benefits to the bondholders.

Foreign currency resources We have in the past raised foreign currency funds through syndicated loans, loans from multilateral agencies and other sources such as FCNR(B) loans, which are foreign currency loans for specific end uses (such as infrastructure) and at interest rates linked to LIBOR. The following table sets forth certain information relating to our foreign currency borrowings by source, as at the respective dates indicated:

(` Crores) Particulars As of March 31,

2007 2008 2009 2010 2011

ADB I and II 214.74 185.95 182.25 113.67 63.28 ADB new loan 48.87 81.25 110.49 97.66 96.26 Credit Nationale (now Natexis Banque)

114.09 117.20 119.38 100.14 97.23

World Bank 3.00 2.41 2.62 1.87 1.37 KfW – Portion I 62.65 65.71 68.43 58.81 58.86 KfW – Portion II 28.97 23.31 22.12 16.91 14.54 Fixed Euro Notes 468.64 464.98 476.32 0.00 0.00 Syndicated loan – IV 466.29 0.00 0.00 0.00 0.00 Syndicated loan – V 437.58 406.95 476.00 0.00 0.00 EDC Canada 12.64 3.86 0.00 0.00 0.00 FCNR(B) Loans(Long-term) 65.66 160.44 205.80 181.98 180.56 USPP - 721.98 926.10 820.44 812.52 Syndicated bank loan VII - - - 1,367.40 1,354.20 Syndicated bank loan VIII - - - - 1,114.52

Syndicated bank loan IX 1,169.19 Total 1,923.11 2,234.04 2,589.50 2,758.86 4,962.53

We have recently been classified as an IFC. As an IFC, we are also eligible to raise, under the automatic route (without the prior approval of the RBI), ECB up to US$500.00 million each fiscal year, subject to the aggregate outstanding ECBs not exceeding 50.0% of our Owned Funds. In addition, in February 2011 we have availed of a JPY, denominated foreign currency loan equivalent to US$260.00 million. For further details, see section titled "Financial Indebtedness" on page 115. Credit Ratings CRISIL has, vide its letter dated August 25, 2011, reaffirmed “AAA/Stable” (pronounced “Triple AAA with stable outlook”) rating to our long-term borrowings for ` 275 billion inclusive of the proposed issue of Bonds. ICRA has reconfirmed our ‘AAA’ with a ‘Stable’ outlook rating, vide its letter dated September 7, 2011 for the long term borrowing programme of ` 27,500 Crores inclusive of the proposed issue of Bonds. These ratings have factored in considerations such as the GoI’s ownership, our strategic importance to the GoI, its comfortable capitalization, strong market position, adequate resource profile, and sound asset quality despite the poor credit profile of its key customers. RISK MANAGEMENT We have put in place an Integrated Enterprise wide Risk Management (“IRM”) policy and procedures. IRM policy and procedures lists all risks we face which may have an impact on profitability / business of the company, their root causes, existing mitigations factors and action plans for further mitigations, where required. The risks have been prioritized and key performance indicators identified for measuring and monitoring. A Risk Management Committee of the Board is constituted for monitoring the risks, mitigations and implementation of action plans. Important risks faced by our Company are:

• Credit Risk • Security Risk • Liquidity Risk • Interest Rate Risk, and

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• Foreign Currency Risk • Operational Risk

A. Credit Risk

Our Borrower’s eligibility criteria place an emphasis on financial and operational strength, capability and competence. While we encourage certain schemes through differential lending rates, the eligibility criteria and funding decision is always purely guided by the merit of the project and no funds are pre-allocated. Our lending policies are set out in its Operational Policy Statement (“OPS”). In addition, we place emphasis on funding projects with short lead times as well as on-going projects. We lend to projects meeting the following criteria:

a) are techno-economically sound with Financial or Economic Rate of Return of not less than 12% (as may be applicable);*

b) are feasible and technically sound and provide optimal cost solutions for the selected alternative; c) are compatible with integrated power development and expansion plans of the State / Region / Country; d) compliance to environmental guidelines, standards and conditions; e) schemes should have obtained the required clearances; f) all inputs required for the implementation and operation of the projects are tied up and proper procurement

and implementation plans have been drawn up. *In case of environmental up-gradation, meter installation, load despatch, computerisation and communication, R&D and non-conventional energy projects the Rate of Return of 12% i.e (Economic or financial) may not be insisted upon. We evaluate the credit quality of all the Borrowers by assigning ratingon the basis of various financial and non-financial parameters. Further, Integrated rating (Combination of Entity Rating & Project Rating) is worked out for Private Sector generation projects. The interest rates, requirement of collateral securities and exposure limits are worked out on the basis of integrated ratings. B. Security Risk We extends financial assistance to those State power utilities which provide confirmation that we would have a priority claim on the particular utility’s surplus revenue over the loan granted by the State Government to the SEB's. The majority of our outstanding loans to the state level utilities are secured by charge on assets, some are secured by irrevocable guarantees given by the respective State Governments. In most of the cases of our Loans, default escrow accounts are used as a measure of credit enhancement mechanism. Under this arrangement, the borrower along with the escrow bank agrees to route through the designated account a specified level of cash flow with an arrangement that the escrow agent will directly pay to us in case of default. In the case of private power projects, security is normally obtained through first priority pari-passu charge on assets, and Trust and Retention Account (“TRA”). In certain cases, collateral securities like personal and corporate guarantees are also insisted upon. In the case of private sector Borrowers, the eligibility is assessed on the basis of various factors such as past performance of the promoters, their experience, capacity to bring in equity, project soundness etc. C. Liquidity Risk The Corporation has put in place an effective Asset Liability Management System, constituted an Asset Liability Management Committee (“ALCO”) headed by Director (Finance). ALCO monitors risks related to liquidity and interest rate and also monitors implementation of decisions taken in the ALCO meetings. The liquidity risk is being monitored with the help of liquidity gap analysis. The Asset Liability Management framework includes periodic analysis of long term liquidity profile of asset receipts and debt service obligations. Such analysis made every month in yearly buckets for the next 10 years, is being used for critical decisions regarding the time, volume and maturity profile of the borrowings, creation of new assets and mix of assets and liabilities in terms of time period (short, medium and long-term). To ensure that we always has sufficient funds to meet its commitments, our Operational Policy Statement (OPS) requires it to maintain satisfactory level of liquidity to ensure availability of funds at any time up to three months' anticipated disbursements. At present surplus funds are invested by way of short-term deposits with banks and mutual funds.

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D. Interest Rate Risk Interest rates are dynamic and dependent on various internal and external factors including cost of borrowing, liquidity in the market, competitors' rates, movement of benchmarks like AAA bond / Gsec yield, RBI policy changes, etc. We reviews its lending rates periodically based on prevailing market conditions, borrowing cost, yield, spread, competitors’ rates, sanctions & disbursements; etc. Our incremental rupee lending interest rates is normally made with either 3 year or 10 year interest re-set clause. The interest rate risk is managed by analysis of interest rate sensitivity gap statements, evaluation of Earning at Risk (EaR) on change of interest and creation of assets and liabilities with the mix of fixed and floating interest rates. In addition, all loan sanction documents specifically give us the right to vary interest rate on the un-disbursed portion of any loan. E. Foreign Currency Risk The Corporation has put in place Currency Risk Management (CRM) policy to manage risks associated with foreign currency borrowings. The Corporation manages foreign currency risk by lending in foreign currency and through derive products (like currency forward, option, principal swap, interest rate swap and forward rate agreements) offered by banks, who are authorised dealers. We Risk Management Committee of senior officers headed by our Executive Director (Finance) and a forex consultant to guide in hedging. Periodically, once in a quarter, the details of foreign currency exposure, open position and hedging done are submitted to the Risk Management Committee of the Board, the Audit Committee and the Board of Directors. As on, March 31, 2011, we have lent in foreign currency or entered into hedging transaction to cover 14.86% of its foreign currency principal exposure. F. Operational Risk Operational risks are risks arising from inadequate or failed internal processes, people and systems or from external events. We have established systems and procedures to reduce operational risk as outlined below: Operational controls in project finance activities. Our Operational Policy Statement, operational guidelines and manuals provide a detailed description of the systems and procedures to be followed in the course of appraisal, approval, disbursement and recovery of a loan. Various checks and control measures have been built-in for timely review of the operating activities and monitoring of any gaps in the same. A significant proportion of the activities are subject to regular monitoring and auditing, including loan sanctions, disbursements and recovery. In addition to this, many important activities are monitored on a periodic basis. Operational controls in treasury activities. Our Operational Policy Statement and manual for deployment of surplus funds provide a description of operations to be followed, with suitable exposure and counterparty limits. Compliance with our guidelines is monitored through internal control and a well-developed audit system including external and internal audits. Legal risk Legal risk arises from the uncertainty of the enforceability of contracts relating to the obligations of our borrowers. This could be on account of delay in the process of enforcement or difficulty in the applicability of the contractual obligations. We seek to minimize the legal risk through legal documentation that is drafted to protect our interests to the maximum extent possible. PRUDENTIAL NORMS We, being a Government Company, is exempt from applicability of the prudential norm directions of Reserve Bank of India. However, we have been following its own set of prudential norms, since 2003-04, which have been revised from time to time. We are following RBI exposure norms for lending to Private Sectors. We have been granted exemption from applicability of RBI prudential exposure norms till March 2012 in respect of lending to State/Central entities and is required to submit a roadmap to RBI for achieving adherence to the prudential regulations of RBI, including further capitalization.

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Further, we have been classified as an Infrastructure Finance Company (“IFC”) in July 2010, a new category of NBFC introduced by RBI. We are required to comply with the eligibility criteria with classification as an IFC, including 15% CRAR (with a minimum Tier I capital of 10%). As an IFC, we can avail of the provisions applicable to IFC like additional exposure for lending. ISO 9001: 2008 CERTIFICATION Power Finance Corporation Limited, as a whole, has obtained ISO 9001:2008 certification with effect from January 7, 2010, valid until January 6, 2013, in respect of the following scope: "To provide financial assistance for projects in the power and allied sectors and recovery of the same. To arrange funds from domestic and international markets in a cost effective manner and proper utilization of the same through sound fund management, appraisal, performance analysis, documentation and project monitoring and facilitating institutional reforms." HUMAN RESOURCE DEVELOPMENT We are a lean organization and boasts of the highest per employee profitability in the country. As at March 31, 2011, we have 365 employees of whom 255 are executives. This indicates that the Corporation enjoys a high level of employee productivity. In recognition of this the Corporation has been conferred with the Dalal Street’s “First DSIJ Award 2009” in the category of “Highest Profit per Employee”. In the field of Human Resource Development, we stresses on the need to continuously upgrade the competencies of its employees and equip them to keep abreast of latest developments in the sector and industry practices. The Company is in a knowledge intensive business and is committed to enhance the professional skills and knowledge of its employees. It has in place a systematic training plan where the training needs are assessed and professional skills are imparted at all levels of employees through customized training interventions. Our employees have an in-depth exposure to the various fields of the power sector including critical areas such as project appraisal, project financing, international finance and domestic resource mobilisation. We, in its role as a Development Financial Institution has also been supporting State Power Utilities (SPUs) through a variety of capacity building measures. One such initiative is in the area of need-based training and capacity development to build up their institutional and managerial capacities in keeping with the increased commercial orientation of these entities. During financial year 2009-10, we had organized a specialized programme for personnel of various power utilities across the country on “E- Procurement in Power Sector. We is also functioning as the Principal Implementation Partner under the Distribution Reforms, Upgrades & Management (DRUM) initiative of Ministry of Power and Government of United States through United States Agency for International Development (USAID), which focuses on development of the critical Power Distribution Sector. Under this initiative, 125 training programmes were organized during the financial year 2010-11 through which 2875 number of personnel were trained from various power utilities across the country. Corporate Social Responsibility We are in the process of streamlining its Corporate Social Responsibility (“CSR”) activities through implementation of Corporate Social Responsibility Policy in the company. These CSR shall support initiatives which will bring qualitative change in the daily life of the society/community without comprising on ecological conditions. The company has entered into a Memorandum of Understanding (MOU) with GoI for spending 0.05% of PAT (Profit after Tax) towards CSR activities as a part of its Corporate Social Responsibility. TAXATION The company enjoys several tax concessions (detailed below), which have aided in reducing the company’s tax liability. Section 36(1)(vii a)(c) of the Act allows deduction of amount not exceeding 5% of total income in respect of any provision made for bad & doubtful debts. Section 36(1)(viii) of the Act allows deduction for special reserve created & maintained for an amount not exceeding 20% of profit derived from business of long term finance.

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The above exemptions and provisions and depreciation charges on the leased assets has resulted reduction in tax liability of the Corporation. COMPETITION As the leading financial institution in India dedicated to funding the power sector, we have built up significant expertise in assessing power projects, as well as developing an ongoing relationship with the State Governments and power utilities. It has therefore succeeded in establishing a niche position in its field of expertise. In relation to private sector projects, we believe that it is likely to face competition from Banks and other Indian financial institutions and, possibly from international project financiers. In view of the currently limited resources to devote to this area and the anticipated scale of financing required in the Indian power sector, it is anticipated that our business will expand. Consortium Lending Group Consortium Lending Group (CLG) has been set up with an aim to give fillip to Consortium Lending Operations, particularly through the Power Lenders’ Club (PLC) which has 21 members including LIC, HUDCO and 18 Indian banks. PLC has already adopted a Common Loan Approach Form and standardized the loan documents for the convenience of the borrowers and lenders. RE & CDM Group The potential of renewable energy to provide clean and sustainable energy is universally accepted. Government of India is giving high focus for promotion of renewable energy through Electricity Act 2003 and National Electricity Policy. Renewable energy has been given a central place in Government of India’s National Action Plan on climate change. The State Electricity Regulatory Commissions (SERCs) in various states are making it mandatory for distribution utilities to procure minimum percentage of energy from renewable energy generation sources and notifying special tariffs for solar, wind, biomass and small hydro generation projects for purchase of power by State Power Utilities. To tap the Renewable Energy business in state and private sector, we are giving the enhanced focus for financing of Renewable Energy Projects. A new group for RE&CDM has been set up in August 2008 in this regard. Facilitation Group The ambitious capacity addition programme of Government of India envisaged for 11th& 12th Plan and even beyond, requires augmentation of country’s equipment manufacturing Capacity in all the spheres of power sector viz., Generation, Transmission and Distribution. Further, existing thermal power projects (coal & gas based) are already facing shortage of fuel (coal & gas) and have to resort to import of fuel. Based on current projections of demand and supply of fuel, the gap is likely to widen and there is need to enhance fuel supply so as to ensure efficient utilization of existing capacity as well as proposed/expected capacity addition in future. Considering these aspects GoI has already initiated steps including the allocation of various coal blocks/mines to both State Sector as well as private sector entities to develop and produce coal for power sector. The port facilities are also being enhanced to facilitate more import of coal, gas and oil. All these developments offer an opportunity to us to expand its business in these areas i.e., financing of development/ expansion of fuel supply sources (coal, Gas & Oil) and its distribution (rail network, pipelines, ports, jetties etc) and equipment manufacturing. Recognizing the need and opportunity, we have taken proactive action in this area of business by setting up Facilitation Group to explore the opportunities of expanding our business in these areas. Further, removing the biggest bottlenecks i.e., availability of finance for these projects (fuel supply sources development / expansion and equipment manufacturing) is expected to ensure that the country’s massive capacity addition programme will be successful which in turn will help us in its core business i.e., financing of various projects in power sector–Generation, Transmission and Distribution. Equity Funding Equity investment business is generally considered as a logical extension of debt business. We are endeavouring to make a mark in the area of equity investment so as to capitalize on its vast domain experience that it has attained during its over 20 years of operations in power sector debt financing. We aim to leverage its financial strength, large debt providing capability and power sector expertise to invest in equity of attractive power projects. Further, we also intend to enter equity syndication business so as to expedite early financial closure of projects leading to faster capacity

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addition. This would help us to enhance its fee-based income also. Over a period of time, we endeavour to build an equity portfolio of power assets which could provide consistent gains in the form of dividend and/or capital appreciation. In this direction, we have recently established an Equity Funding Group to facilitate and develop this business area. Our plans to increase its disbursements will require us to raise more funds from new as well as existing sources. We aim to become major player in the financing of private sector power projects in India. Given its expansion plans, we seek to tap new markets and diversify sources for raising resources for on-lending purposes. As a development financial institution, we are also concerned with the balanced development of the Indian power sector and looks to involve itself in the development of the Indian power sector’s policy and regulatory framework. We aim to enhance its role in influencing grass root reforms to set the basis for overall privatisation. Acquisition Advisory Services The development of institutional and regulatory mechanism has improved the viability of power sector. Power exchange has created immense investor interest in merchant power due to higher margins. Not only the existing players have drawn up ambitious investment plans, but new players are also entering the sector in a big way. Going forward, there would be an increased participation of private sector players in the power sector development based on future requirement of the sector. The new players may set up new power projects or acquire power projects under implementation/completed stage. There is increasing trend in demand supply gap which is creating the requirement of procurement of power from private sector through competitive bidding as well. Besides, there is high demand for efficiency and economies in the generation which will lead to the lower cost of tariff. Open access and power trading are likely to bring in fierce competition in future. The above demanding situation is likely to lead to consolidation in the power sector and hence, there is need for projects / partners for mergers & acquisitions in order to bring in synergies & economies of scale. It is in this area, we have created Acquisition Advisory Services Unit. The broad scope of services offered by us through this unit would include; identification of target projects for acquisition/mergers; preliminary due diligence of the projects; detailed techno-commercial appraisal of projects, finding out the partners for merger and acquisition, etc. with overall objective of the growth of the sector. As a futuristic thinking, an initiative has been taken to examine the possibility of establishing or acquiring a bank. In this regard, we are in the process of appointment of Consultant for “Exploring the Possibility of Acquisition of a Bank or Establishing a Bank”. Properties Our registered office is located at ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001. We had entered into a memorandum of agreement dated February 5, 2002 with the President of India in relation to our registered office premises, pursuant to which we were required to execute a perpetual lease upon completion of construction of the building where our registered office is situated. There are two residential premises owned by us in New Delhi measuring 300 sq. yds. each, which were owned by us vide two separate sale deeds both dated August 26, 1997, having registration no. 8669 & 8668, both registered on September 01, 1997 from The President of India through The Director, Ministry of Finance, Department of Revenue, CBDT, New Delhi in Greater Kailash-II and Jangpura Extension, respectively. In addition to the above, we also have two regional offices in Mumbai and Chennai. Our Mumbai office admeasuring 1524 sq. ft. has been taken on Lease & License vide Agreement dated January 11, 2011 for a limited period of eleven months commencing from January 06, 2011. Our Chennai office admeasuring about 1520 sq. ft. has been taken on rent via rent agreement dated February 16, 2011 for a period of 3 years commencing from March 01, 2011. Further, we had taken on lease a property situated at Guwahati, Assam for our office premises vide lease deed dated August 04, 2010 for a period of three years commencing from July 20, 2010.

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REGULATIONS AND POLICIES

Our Company is a systemically important, non-deposit taking NBFC and is notified as a public financial institution under section 4A of the Companies Act and also classified as Infrastructure Finance Company by RBI vide its letter dated July 28, 2010. The business activities of NBFCs and public financial institutions are regulated by various RBI regulations. However, our business operations are not regulated by the RBI regulations applicable to NBFCs and public financial institutions, pursuant to an amendment to the NBFC regulations [Ref: DNBS. (PD).CC.No.12/02.01/99-2000] dated January 13, 2000 whereby the RBI exempt government companies, conforming to section 617 of the Companies Act from the applicability of the provisions of the RBI Act relating to maintenance of liquid assets, creation of reserve funds and the directions relating to acceptance of public deposits and prudential norms.

Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956 and applicable local sales tax statutes, and other miscellaneous regulations and statutes, apply to us as they do to any other Indian company. The statements below are based on the current provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

The following are the significant laws and regulations that govern our operations:

A. NBFC REGULATIONS

The Reserve Bank of India Act, 1934 (“RBI Act”)

The RBI is entrusted with the responsibility of regulating and supervising activities of NBFCs by virtue of the power vested in it under Chapter IIIB of the RBI Act. The RBI Act defines an NBFC under Section 45-I (f) as:

“(i) a financial institution which is a company;

(ii) a non-banking institution which is a company and which has as its principal business the receiving of deposits, under any scheme or arrangement or in any other manner, or lending in any manner;

(iii) such other non-banking institution or class of such institutions, as the Bank may, with the previous approval of the Central Government and by notification in the Official Gazette, specify.”

A “financial institution” and a “non- banking institution” have been defined under Sections 45-I(c) and 45-I(e) of the RBI Act, respectively.

The RBI has clarified through a press release (Ref. No. 1998-99/1269) dated April 8, 1999, that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide its principal business. The company will be treated as an NBFC (a) if its financial assets are more than 50 per cent of its total assets (netted off by intangible assets); and (b) income from financial assets should be more than 50 per cent of the gross income. Both these tests are required to be satisfied as the determinant factor for principal business of a company.

The RBI Act mandates that no NBFC shall commence or carry on the business of a non-banking financial institution without obtaining a certificate of registration (“CoR”) and having a minimum net owned fund of ` 20 million.. In case an NBFC does not accept deposits from the public (“NBFCND”), it shall obtain a CoR without authorization to accept public deposits. All NBFCs are required to submit a certificate from their statutory auditors every year to the effect that they continue to undertake the business of a non-banking financial institution, thereby requiring them to hold a CoR. The NBFC must also have a minimum net owned fund of ` 20 million.

As per the Master Circular, DNBS. PD. CC. No. 148 /03. 02.004/2009-10 dated July 1, 2009, issued by the RBI summarising its Notifications, NBFCs which are housing finance institutions, merchant banking companies, micro finance companies, mutual benefit companies, government companies, venture capital fund companies, insurance companies, stock exchanges, stock brokers or sub-brokers, nidhi companies, chit companies, securitization companies and mortgage guarantee companies have been exempted from complying with certain specified provisions of the RBI Act.

Public Deposit Regulations

As per the RBI Master Circular No. DNBS (PD) CC No. 143/03.02.001/2009-10) dated July 1, 2009, which summarises RBI Regulations, certain NBFC-NDs are entitled to certain exemptions from the norms and conditions

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stipulated on NBFCs taking deposits. In order to benefit from these exemptions, the board of directors of the NBFC-ND must pass a resolution within certain stipulated time period.

Certain finance companies including inter alia merchant banking companies, government companies, insurance companies and companies doing business as a stock broker or sub-broker, are exempt from the requirement of obtaining a CoR or complying with the Public Deposit Regulations.

Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (“Non-Deposit Accepting or Holding Prudential Norms 2007”)

The RBI by notification dated February 22, 2007 notified the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 ("Non-Deposit Accepting or Holding Prudential Norms 2007"), which contain detailed directions on prudential norms for a NBFC-ND. Para 1(3)(iv) of the Non-Deposit Accepting or Holding Prudential Norms 2007, exempts government companies, conforming to Section 617 of the Companies Act and not accepting/ holding public deposit from applicability of Non-Deposit Accepting or Holding Prudential Norms 2007, except to such extent as specified therein.

In March 2007, our Company initiated discussion with the MoP that our Company should be exempted from the applicability of NBFC Prudential Norms. This was taken up by the MoP with the RBI through a series of communication commencing from April 2007, wherein MoP requested the RBI to keep our Company outside the purview of the NBFC Prudential Norms.

In December 2007, the RBI directed our Company to submit a road map for compliance with the NBFC prudential norms. The MoP, through its letter dated June 24, 2008, forwarded the roadmap prepared by our Company in relation to compliance with NBFC 2006 to the RBI wherein our Company agreed to follow exposure norms for private sector utilities with immediate effect.

Thereafter, the RBI by its letter dated July 31, 2009, directed our Company to comply with the RBI prescribed prudential norms on exposure norms in respect of all new transactions entered into by our Company. Subsequently through various letters to RBI and MoP, our Company requested for extension of exemption from exposure norms in respect of government sector utilities. Thereafter, upon receipt of recommendations from MoP and MoF, the RBI pursuant to its letter dated March 18, 2010 (“Exemption Letter”), granted extension of the exemption to our Company from the applicability of the prescribed prudential exposure norms in respect of lending to Central and State government entities in the power sector until March 31, 2012. Under the Exemption Letter, our Company was required to submit a roadmap to RBI for achieving adherence to the prudential regulations prescribed by RBI, including further capitalisation. Further, the RBI advised that State Government guaranteed loans of our Company, which have not remained in default may be assigned a risk weight of 20%. However, if the loans guaranteed by the State Governments have remained in default for a period of more than 90 days, a risk weight of 100% should be assigned.

Prudential Norms

As per the Master Circular, DNBS (PD) CC No.225/ 03.02.001/ 2011-12) dated July 1, 2011 issued by the RBI summarising its Directions (“Prudential Norms”), the RBI has issued detailed directions on prudential norms, which inter alia, prescribe guidelines on income recognition, asset classification and provisioning requirements applicable to NBFCs, exposure norms, constitution of audit committee, disclosures in the balance sheet, requirement of capital adequacy, restrictions and concentration of credits and investments. The Prudential Norms are not applicable to an NBFC, being an investment company, provided it is (i) holding investments in the securities of its group/ holding/ subsidiary companies and book value of such holding is not less than 90% of its total assets and it is not trading in such securities (ii) not accepting/holding public deposit, and (iii) is not a systemically important NBFC-ND. Further, the Prudential Norms do not apply, except to such extent as specified therein, to NBFCs which are government companies under Section 617 of the Companies Act and not accepting / holding public deposit..

Systemically Important NBFCs -ND

Under Section 2 (1) (xix) of the Prudential Norms, all NBFCs – ND with an asset size of ` 1,000 million or more as per the last audited balance sheet will be considered as a systemically important NBFC – ND (“NBFC-ND-SI”). All NBFCs–ND–SI are required to maintain a minimum Capital to Risk Assets Ratio (“CRAR”) of 10% On and from April 1, 2007, an NBFC–ND–SI is not allowed to:

a) lend to (i) any single borrower exceeding 15% of its owned fund; and (ii) any single group of borrowers exceeding 25% of its owned fund;

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b) invest in (i) the shares of another company exceeding 15% of its owned fund; and (ii) the shares of a single group of companies exceeding 25% of its owned fund;

c) lend and invest (loans/investments taken together) exceeding (i) 25% of its owned fund to a single party; and (ii) 40% of its owned fund to a single group of parties.

Pursuant to a notification issued by the RBI on October 29, 2008 (Notification No. DNBS (PD) CC. No.131 /03.05.002 / 2008-2009) NBFCs-ND-SIs may augment their capital funds by the issuance of perpetual debenture instruments in accordance with certain specified guidelines. Further, as per a press release dated October 31, 2008 (Press Release: 2008-2009/602), the RBI has permitted NBFCs-ND-SIs to raise short term foreign currency borrowings, under the approval route subject to certain conditions namely, (a) the NBFCs-ND-SIs would need to comply with the prudential norms on capital adequacy and exposure norms; (b) multilateral or bilateral financial institutions, reputable regional financial institutions, international banks and foreign equity holders with minimum direct equity holding of 25% would need to be the lenders; (c) the funds raised should be used only for refinancing of short term liabilities and no fresh assets should be booked out of the resources; (d) the maturity of the borrowing should not exceed three years; (e) the maximum amount should not exceed 50% of the net owned funds or USD 10 million (or its equivalent), whichever is higher; (f) the all-in-cost ceiling should not exceed 6 months LIBOR + 200 basis points; and (g) the borrowings should be fully swapped into Rupees for the entire maturity.

KYC Guidelines

The RBI has extended the Know Your Customer (“KYC”) guidelines to NBFCs and advised all NBFCs to adopt the same with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework of anti-money laundering measures is put in place. The KYC guidelines includes customer identification procedures, monitoring of transactions and risk management, adherence to KYC guidelines and the exercise of due diligence by persons authorised by the NBFC, including its brokers and agents.

Corporate Governance Guidelines

Pursuant to an RBI Circular dated May 8, 2007, all NBFC-ND-SIs are required to adhere to certain corporate governance norms including constitution of an audit committee, a nomination committee, a risk management committee and certain other norms in connection with disclosure and transparency and connected lending.

Norms for excessive interest rates

In addition, the RBI has, pursuant to its notifications dated May 24, 2007 (Notification DNBS. PD/CC. No. 95/ 03.05.002/ 2006-07) and January 2, 2009 (Notification No. DNBS. 204 / CGM (ASR)-2009) requested all NBFCs to put in place appropriate internal principles and procedures in determining interest rates and processing and other charges. The board of directors of each NBFC shall adopt an interest rate model taking into account relevant factors such as cost of funds, margin and risk premium and determine the rate of interest to be charged for loans and advances. The rates of interest and the approach for gradation of risks shall have to be made available on the websites of the companies or published in the relevant newspapers. Further, the rates of interest should be annualised rates so that borrowers are aware of the exact rates that would be charged to the account.

Government companies

The RBI vide its notification (No. DNBS. 193/ DG (VL) - 2007) dated February 22, 2007 has exempt government companies, conforming to Section 617 of the Companies Act, from the applicability of the Non Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Further, the RBI vide notification (No. DNBS (PD) CC No. 96/ 03.02.01/ 2007-08) dated July 2, 2007 has exempt government companies, conforming to Section 617 of the Companies Act, from the Public Deposit Regulations.

B. CLASSIFICATION OF INFRASTRUCTURE FINANCE COMPANIES

Pursuant to the RBI circular dated February 12, 2010, a fourth category of NBFC known as IFC was introduced. Prior to the inclusion of IFCs, three categories of NBFCs existed, namely, asset finance companies, loan companies and investment companies. An IFC is defined as an NBFC-ND that fulfils the following criteria:

(i) a minimum of 75 per cent of its total assets should be deployed in infrastructure loans, as defined in Para 2(viii) of the Non-Deposit Accepting or Holding Prudential Norms 2007;

(ii) net owned funds of ` 3,000 million or above;

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(iii) minimum credit rating 'A' or equivalent of CRISIL, FITCH, CARE, ICRA, or equivalent rating by any other accrediting rating agencies; and

(iv) CRAR of 15% (with a minimum tier I capital of 10%)

IFCs may exceed the concentration of credit norms applicable to NBFC-ND- SI under Para 18 of the Non-Deposit Accepting or Holding Prudential Norms, 2007, as under:

(i) in lending to

(a) any single borrower by 10% of its owned fund i.e., total of 25% of its owned fund; and

(b) any single group of borrowers by 15% of its owned fund i.e., total of 40% of its owned fund;

(ii) in lending and investing in (loans/investments taken together) by

(a) 5% of its owned fund to a single party i.e., total of 30% of its owned funds; and

(b) 10% of its owned fund to a single group of parties i.e., total of 50% of its owned funds.

IFCs are eligible to avail, under the automatic route (without prior approval of RBI), ECBs up to US$ 500 million each fiscal year subject to maximum of 50% of their owned funds, from recognised lenders under the automatic route.

Laws relating to Issuance of Infrastructure Bonds

The GoI has, pursuant to notification dated September 9, 2011 (“Notification”) issued by it, specified certain bonds as “long-term infrastructure bonds” (“Infrastructure Bonds”) for the purposes of Section 80CCF of the IT Act. As per the Notification, the Infrastructure Bonds can be issued by the following: (i) Industrial Finance Corporation of India; (ii) Life Insurance Corporation of India; (iii) Infrastructure Development Finance Company Limited; and (iv) an NBFC classified as an IFC by the RBI, during the financial year 2010-11. The volume of issuance during the financial year shall be restricted to 25% of the incremental infrastructure investments made by the issuer during the financial year 2009-10 and ‘investment’ for the purposes of the aforesaid limit shall include loans, bonds, other forms of debt, quasi-equity, preference equity and equity. The Infrastructure Bonds shall have a tenure of a minimum period of 10 years with a minimum lock-in period of 5 years, after which investors may exit either through the secondary market or through a buyback facility specified by the issuer in the issue document at the time of issue. The Infrastructure Bond shall also be allowed to be pledge or lien or hypothecation for obtaining loans from scheduled commercial banks, after the lock-in period.

The yield of the Infrastructure Bond shall not exceed the yield on government securities of corresponding residual maturity, as reported by the fixed income money market and derivatives association of India as on the last working day of the month immediately preceding the month of the issue of the Infrastructure Bonds. The proceeds of the Infrastructure Bonds shall be utilised towards ‘infrastructure lending’ as defined in the guidelines issued by the RBI.

C. REGULATION OF FOREIGN INVESTMENT

FEMA Regulations

Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI and the rules, regulations and notifications there under, and the policy prescribed by the Department of Industrial Policy and Promotion, GoI which is regulated by the FIPB.

The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA Regulations”) to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India. As laid down by the FEMA Regulations, no prior consent and approval is required from the RBI, for FDI under the “automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. Additionally, under the FEMA Regulations if a person resident in India proposes to transfer to a person resident outside India, any shares of an Indian company by way of sale, approval of the GoI is required for such transfer, which is to be followed up by an approval from the RBI.

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FDI Policy

As per Consolidated FDI Policy effective from April 1, 2011, transfer of shares from resident to non resident by way of sale in financial services sector requires prior permission of Reserve Bank of India which was earlier allowed under the automatic route subject to the sectoral policy on FDI.

However, foreign direct investment in NBFCs engaged in leasing and finance fall under the automatic approval route for FDI/NRI investment up to 100%.

Foreign Exchange Management (Borrowing or Lending in Foreign Exchange) Regulations, 2000

The RBI in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Borrowing or Lending in Foreign Exchange) Regulations, 2000 (“Regulations”) to regulate the borrowing and lending in foreign exchange by a person resident in India. Pursuant to the Regulations, the RBI issued guidelines regulating external commercial borrowings from time to time. An External Commercial Borrowing (“ECB”) refers a to commercial loan, in the form of a bank loan, buyers’ credit, suppliers’ credit, securitised instrument availed from Non Resident lenders with minimum average maturity of three years. Under the current policy, an ECB can be accessed from internationally recognized sources under two routes, viz., (i) automatic route and (ii) the approval route. The guidelines regulate the maintenance of prudent limits for total external borrowings, end use, all in cost ceilings, reporting requirements amongst other terms of borrowing. Under the current ECB policy, our Company is required to take the prior approval of the RBI for availing an ECB.

D. EXTERNAL COMMERCIAL BORROWINGS

The current policy of the RBI directly relating to External Commercial Borrowing (“ECB”) is embodied in the Foreign Exchange Management (Borrowing or Lending in Foreign Exchange) Regulations, 2000, as amended from time to time and as summarised under the Master Circular No. 09/2011-12 dated July 1, 2011 (“ECB Master Circular”). The ECB Guidelines state that ECB refers to commercial loans in the form of bank loans, buyers’ credit, suppliers’ credit and securitized instruments (e.g., floating rate notes and fixed rate bonds) availed from non-resident lenders with a minimum average maturity of three years. Funds received by an Indian company from the issue of preference shares, whether nonconvertible, optionally convertible or partially convertible, or the issue of debentures that are not mandatorily and compulsorily convertible into equity shares are considered debt, and accordingly, all norms applicable to ECBs (including those relating to eligible borrowers, recognised lenders, amount and maturity and end-use stipulations) apply to such issues.

ECB can be accessed under two routes, viz. (i) automatic route, and (ii) approval route. The ECB Guidelines are subject to amendment from time to time. Investors are urged to consult their own advisors in connection with the applicability of any Indian laws or regulations.

Automatic route

Under the automatic route, the following are the recognised borrowers viz. (i) corporates including those in hotel, hospital, software sectors (registered under the Companies Act except financial intermediaries, such as banks, financial institutions, housing finance companies and NBFCs, (ii) units in special economic zones, and (iii) non-government organizations engaged in micro finance activities. Individuals, Trusts and non-profit making organizations are not eligible to raise ECB Similarly the recognised lenders are as follows viz. (i) international banks, (ii) international capital markets, (iii) multilateral financial institutions / regional financial institutions and Government owned development financial institutions,, (iv) export credit agencies, (v) suppliers of equipment, (vi) foreign collaborators and (vii) foreign equity holders (other than erstwhile ‘Overseas Corporate Bodies’). A foreign equity holder to be eligible as recognized lender under the automatic route would require minimum holding of paid up equity in the borrower company as set out below:

(a) For ECB up to USD 5 million - minimum paid up equity of 25 per cent held directly by the lender, and

(b) For ECB more than USD 5 million - minimum paid up equity of 25 per cent held directly by the lender and debt-equity ratio not exceeding 4:1 (i.e., the proposed ECB not exceeding four times the direct foreign equity holding)

Approval route

Certain proposals for ECB are covered under the approval route, including (a) ECB with minimum average maturity of five years by NBFCs from multilateral financial institutions and others; (b) Infrastructure Finance Companies (IFCs) i.e. Non-Banking Financial Companies (NBFCs), categorized as IFCs, by the Reserve Bank, are

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permitted to avail of ECBs, including the outstanding ECBs, beyond 50 per cent of their owned funds, for on-lending to the infrastructure sector as defined under the ECB policy, subject to their complying with the following conditions: i) compliance with the norms prescribed in the DNBS Circular DNBS.PD.CCNo.168 / 03.02.089 / 2009-10 dated February 12, 2010 ii) hedging of the currency risk in full; and (c) special purpose vehicles, or any other entity notified by the RBI, set up to finance infrastructure companies/ projects exclusively.

The recognized lenders are as follows viz. (i) international banks, (ii) international capital markets, (iii) multilateral financial institutions, (iv) export credit agencies, (v) suppliers’ of equipment, (vi) foreign collaborators, and (vii) foreign equity holders (other than erstwhile overseas corporate bodies). ECB can also be raised, under the approval route, from foreign equity holder where the minimum paid up equity held directly by the foreign equity lender is 25 per cent but ECBs: equity ratio exceeds 4:1 (i.e. the amount of the proposed ECB exceeds four times the direct foreign equity holding).

E. LEGISLATIVE FRAMEWORK FOR RECOVERY OF DEBTS

Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002

The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (“Securitisation Act”) provides the powers of “seize and desist” to banks and grants certain special rights to banks and financial institutions to enforce their security interests. The Securitisation Act provides that a “secured creditor” may, in respect of loans classified as non-performing in accordance with RBI guidelines, give notice in writing to the borrower requiring it to discharge its liabilities within 60 days, failing which the secured creditor may take possession of the assets constituting the security for the loan, and exercise management rights in relation thereto, including the right to sell or otherwise dispose of the assets.

Under the Securitisation Act, all mortgages and charges on immovable properties in favour of banks and financial institutions are enforceable without intervention of the courts. The Securitisation Act also provides for the establishment of asset reconstruction companies regulated by RBI to acquire assets from banks and financial institutions. A bank or financial institution may sell a standard asset only if the borrower has a consortium or multiple banking arrangements, at least 75% by value of the total loans to the borrower are classified as non-performing and at least 75% by value of the banks and financial institutions in the consortium or multiple banking arrangements agree to the sale. The banks or financial institution selling financial assets should ensure that there is no known liability devolving on them and that they do not assume any operational, legal or any other type of risks relating to the financial assets sold. Furthermore, banks or financial institutions may not sell financial assets at a contingent price with an agreement to bear a part of the shortfall on ultimate realisation. However, banks or financial institutions may sell specific financial assets with an agreement to share in any surplus realised by the asset reconstruction company in the future. While each bank or financial institution is required to make its own assessment of the value offered in the sale before accepting or rejecting an offer for purchase of financial assets by an asset reconstruction company, in consortium or multiple banking arrangements where more than 75% by value of the banks or financial institutions accept the offer, the remaining banks or financial institutions are obliged to accept the offer.

Recovery of Debts Due to Banks and Financial Institutions Act, 1993

The Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (“Debts Recovery Act”) provides for establishment of Debt Recovery Tribunals for expeditious adjudication and recovery of debts due to any bank or public financial institution or to a consortium of banks and public financial institutions. Under the Debts Recovery Act, the procedures for recoveries of debt have been simplified and time frames been fixed for speedy disposal of cases. Upon establishment of the Debts Recovery Tribunal, no court or other authority can exercise jurisdiction in relation to matters covered by the Debts Recovery Act, except the higher courts in India in certain circumstances.

F. LABOUR LAWS

The Payment of Gratuity Act, 1972

The Payment of Gratuity Act, 1972 (“the Gratuity Act”) establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field, plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were employed on any day of the preceding twelve months and in such other establishments in which ten or more persons are employed or were employed on any day of the preceding twelve months, as the central government may, by notification, specify. Penalties are prescribed for non-compliance with statutory provisions.

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Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the entitlement to gratuity in the event of death or disablement will not be contingent upon an employee having completed five years of continuous service. The maximum amount of gratuity payable may not exceed ` 0.35 million.

Employees Provident Fund and Miscellaneous Provisions Act, 1952

The Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”) provides for the institution of compulsory provident fund, pension fund and deposit linked insurance funds for the benefit of employees in factories and other establishments. A liability is placed both on the employer and the employee to make certain contributions to the funds mentioned above.

Shops and Establishments legislations in various states

The provisions of various Shops and Establishments legislations, as applicable, regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work.

The Minimum Wages Act, 1948

It provides for minimum wages in certain employments. The Central and the State Governments stipulate minimum wages, calculated based on the basic requirement of food, clothing and housing required by an average Indian adult.

The Industrial Disputes Act, 1947

It provides the procedure for investigation and settlement of industrial disputes. When a dispute exists or is apprehended, the appropriate Government may refer the dispute to a labour court, tribunal or arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-out while a proceeding is pending. The labour courts and tribunals may grant appropriate relief including ordering modification of contracts of employment or reinstatement of workmen. The Industrial Disputes (Amendment) Bill 2010 passed by the Rajya Sabha on August 3, 2010, proposes to, among other things, provide direct access for workmen to labour courts or tribunals in case of individual disputes, expand the scope of qualifications of presiding officers of labour courts or tribunals, constitute grievance settlement machineries in any establishment having 20 or more workmen.

G. TAX LAWS

Income Tax Act, 1961

Income Tax Act, 1961 is applicable to every Domestic /Foreign Company whose income is taxable under the provisions of this Act or Rules made there under depending upon its “Residential Status” and “Type of Income” involved.

Value Added Tax, 2005

Value Added Tax (VAT) is charged by laws enacted by each State on sale of goods affected in the relevant States. VAT is a multi-point levy on each of the entities in the supply chain with the facility of set-off of input tax that is the tax paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. Only the value addition in the hands of each of the entities is subject to tax. VAT is not chargeable on the value of services which do not involve a transfer of goods. Periodical returns are required to be filed with the VAT Department of the respective States by the Company.

Central Sales Tax Act, 1956

In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required to furnish a return in Form I (monthly/ quarterly/ annually) as required by the State Sale Tax laws of the assessing authority together with treasury challan or bank receipt in token of the payment of taxes due.

Service Tax

Service tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, which requires a service provider of taxable services to collect service tax from a service recipient and pay such tax to the Government.

H. LAWS RELATING TO INTELLECTUAL PROPERTY

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In India, trademarks enjoy protection both statutory and under common law. The Trademarks Act, 1999 (“Trademarks Act”) and the Copyright Act, 1957 amongst others govern the law in relation to intellectual property, including brand names, trade names and service marks and research works. The Trademark Act governs the statutory protection of trademarks in India. The Trademarks Act governs the registration, acquisition, transfer and infringement of trademarks and remedies available to a registered proprietor or user of a trademark. The registration of a trademark is valid for a period of 10 years, and can be renewed in accordance with the specified procedure.

I. OTHER GOVERNMENT INITIATIVES APPLICABLE TO OUR COMPANY

Restructured Accelerated Power Development and Reform Programme (“R-APDRP”)

The GoI introduced the Accelerated Power Development Program ("APDP") in fiscal 2001 as part of the reform of the Indian power sector. During the 10th Plan, the GoI subsequently upgraded the APDP program to the Accelerated Power Development Reform Program ("APDRP") in fiscal 2003. In July 2008, APDRP was restructured and the MoP launched the Restructured Accelerated Power Development and Reforms Program ("R-APDRP")

The R-APDRP is a GoI initiative launched for implementation during the XI five-year plan. The focus of the programme is the actual demonstrable performance in terms of sustained loss reduction, establishment of reliable and automated systems for collection of accurate and reliable baseline data, and adoption of information technology (“IT”) in the areas of energy accounting and implementation of regular distribution strengthening project. The programme envisaged objective performance evaluation of utilities in terms of aggregated technical and commercial losses ("AT&C") losses.

Our Company was designated as the nodal agency for operationalising and implementing the R-APDRP under the overall guidance of MoP, GoI, pursuant to MoP Order dated August 6, 2008. Our Company acts as a single window service and co-ordinates with the main stakeholders involved such as MoP, GoI, APDRP steering committee, CEA, financial institutions, utilities and various consultants. The funds under R-APDRP are provided to the state power utilities/ distribution companies, through our Company.

The R-APDRP proposes to cover urban areas – towns and cities with a population of more than 30,000 (10,000 in case of special category states comprised of all North East States, Sikkim, Uttarakhand, Himachal Pradesh and Jammu and Kashmir). Additionally, in certain high-load density rural areas, separation of agricultural feeders from domestic and industrial feeders and separation of high voltage distribution system (“HVDS”) (11kV) will be conducted.

Projects under R-APDRP will be taken up in two parts, i.e., Part A and Part B. Part A will cover projects for establishment of baseline data and IT applications for energy accounting/ auditing and consumer services which inter-alia include geographic information system mapping, metering of distribution transformers and feeders, and automatic data logging for all distribution transformers and feeders and supervisory control and data acquisition, asset mapping of the entire distribution network at and below the 11kV transformers, management information system, redressal of consumer grievance, and establishment of IT enabled consumer service centers etc. Establishment of supervisory control and data acquisition ("SCADA") systems is also envisaged under Part-A of the scheme for towns having population greater than 400,000 as per 2001 census and also having annual energy input greater than 350 million units. Further, the base line data and required system shall be verified by third party independent evaluating agencies (“TPIEA”) appointed by the MoP. Part B will cover system improvement, regular distribution strengthening projects and augmentation which inter-alia includes renovation, modernization and strengthening of 11 kV level substations, transformers/ transformer centers, load bifurcation, feeder separation, load balancing, HVDS (11kV), and aerial bunched conductoring in dense areas.

In order to ascertain the eligibility criteria for assistance under R-APDRP, the States/ utilities are required to sign a quadripartite agreement and commit the following:

(a) Constitute the State Electricity Regulatory Commission;

(b) Commit a time frame for introduction of measures for better accountability at all levels in the project area;

(c) Achieve the below mentioned target of AT&C loss reduction at the entire utility level every year starting one year after the year in which first project of Part A is completed:

(i) Utilities having AT&C loss above 30% are to reduce AT&C losses by 3% per year; and

(ii) Utilities having AT&C loss below 30% are to reduce AT&C losses by 1.5% per year.

(d) Devise a suitable incentive scheme for staff linking to achievements of 15% AT&C loss in the project area;

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(e) Initially, the utilities need to provide data for three billing cycles to establish baseline data which would then be considered for conversion of loan into grant;

(f) The following are prerequisites to compute initial loss levels and start Part B schemes:

(i) all input points to be identified and metered with downloadable meters for energy inflow accounting in scheme area;

(ii) all outgoing feeders to be metered in substation with downloadable meters;

(iii) scheme area to be ring fenced i.e., export and import meters for energy accounting to be ensured; and

(iv) arrangement to be for measuring total energy flow in the rural load portion of the project area by ring fencing, if the rural load feeder is not segregated.

(g) Subsequently, the utilities are to submit the previous year’s (as of March 31) AT&C loss figures of the identified project area as verified by an independent agency appointed by MoP, and our Company by June 30 annually.

Utilities shall prepare detailed project reports (“DPRs”) in two parts i.e., Part A and Part B, for each project area and forwarding the DPRs to our Company indicating the order of priority of the projects. Utilities may appoint IT consultants through bidding from an open bidding process from the panel of IT and SCADA/ DMS consultants prepared by our Company for preparing DPRs of Part A projects and for handholding utilities from concept to commissioning of these projects. These DPRs will be validated and appraised techno-commercially by our Company and will then be submitted to the APDRP Steering Committee for approval. Similarly, IT implementing agencies and SCADA implementation agencies/ SCADA implementation agencies shall be empanelled agencies by our Company and MoP after observing codal formalities. Utilities shall appoint IT implementing agencies/ SCADA implementing agencies from the panel through bidding process for turnkey implementation of respective IT/ SCADA projects. Further, the MoP shall appoint third party independent evaluation agencies-energy accounting ("TPIEA-EA") through our Company for verifying base figure of AT&C loss of the project area, establishment of base line data system, and annual AT&C loss figures of project areas and state power utilities/ distribution companies. Similarly, our Company / MoP shall appoint TPIEA-IT for verification of implementation of Part A IT and SCADA projects. The GoI loan is granted and disbursed through our Company in line with its disbursement policy. The funding mechanism is as follows:

Initially, GoI will provide 100% loan for approved projects under Part-A of the scheme including information technology applications on terms decided by the MoF. The loan along with the accrued interest shall be converted into a grant after establishment of the required baseline data system and verification by a TPIEA. The aforesaid system is to be achieved within a period of 3 years from the date of the sanctioning of the project, failing which the concerned utility will have to bear the loan and interest repayment.

Further, GoI will provide 25% for approved projects under Part-B of the scheme (90% for special category states), the balance loan shall be raised from financial institutions namely our Company, Rural Electrification Corporation Limited, multi-lateral institutions and/ or own resources, the terms of which shall be of the financial institutions. Up to 50% (90% for special category states) of the loan provided shall be converted into a grant progressively on achievement of AT&C loss reduction targets. Such conversion shall take place annually based on the AT&C loss figures of the project area as on March 31, verified by the TPIEA.

Ultra Mega Power Projects (“UMPPs”)

The development of UMPPs has been identified as a thrust area by the MoP. The UMPPs have a contracted capacity of 3,500 MW or more. These projects are proposed to meet the power needs of a number of States / distribution companies and are being developed on a Build, Own, and Operate (“BOO”) basis. The identification of the project developer for these projects is being done through and international competitive bidding process under "Guidelines for determination of tariff by bidding process for procurement of power by distribution licensees", issued by MoP.

Some of the salient features of an UMPP are as follows:

(i) use of super critical technology with a view to achieve high levels of fuel efficiency resulting in saving of fuel and lower green-house gas emissions;

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(ii) flexibility in unit size subject to adoption of specified minimum supercritical parameters; and (iii) integrated power project with dedicated captive coal blocks for pithead projects;

Our Company has been identified as the nodal agency by the MoP, for implementation of this initiative under which our Company sets up special purpose vehicles (“SPVs”), in form of its wholly owned subsidiaries, to act as authorised representatives of the procurers (distribution companies of the power procuring states). Such SPVs undertakes, amongst others, the following key activities:

• Preparation of project report, preparation of rapid environment impact assessment report; • Undertaking international competitive bidding, document preparation and evaluation; • Acquisition of land for the project; • Obtaining coal blocks for pit-head projects; • Getting clearance regarding allocation of water by the State governments for pithead locations; • Approval for use of sea water from Maritime Board/ other government agencies for coastal locations; • Obtain clearance from the State Pollution Control Board, initiate forest clearance etc. as are required for the

project and for the coal mines, followed by environment and forest clearances from the Central Government; • Tie up the off-take/ sale of power; • Finalise request for qualification (“RFQ”)/ request for proposals (“RFP”) documents in consultation with

States / bidders; and • Carry out RFQ/ RFP process and award of project pursuant to which such SPV are transferred to successful

bidders.

For selection of a developer for the UMPPs, a two stage selection process has been adopted as per the provisions of the competitive bidding guidelines. The first stage of bidding involves the RFQ containing qualifying criteria for selection of bidders. The response to RFQ documents, submitted by the bidders are evaluated to identify those bidders who will be eligible to participate in the second stage of the process. The second stage of the bidding process involves RFP, wherein bids are invited from the bidders so qualified. After evaluation of the bids received from the bidders, the successful bidder is identified on the basis of the lowest levellised tariff.

For details pertaining to the SPVs established under the UMPP initiative, see section titled “History and Certain Corporate Matters” on page 91.

Independent Transmission Projects (“ITPs”)

In April 2006, the MoP initiated a tariff based competitive bidding process for ITPs, for the development of transmission systems through private sector participation. The objective of this initiative is to develop transmission capacities in India and to bring in the potential investors after developing such projects to a stage having preliminary survey work, identification of route, preparation of survey report, initiation of process of land acquisition, initiation of process of seeking forest clearance, if required, and to conduct bidding process.

PFC Consulting Limited, a wholly owned subsidiary of our Company has been nominated as a ‘bid process coordinator’ by MoP, for the development of ITPs entrusted to PFCCL. For further details on the SPVs under the ITP program, see section titled “History and Certain Corporate Matters” on page 91.

Governmental Registrations & Approvals

The company has obtained the following registrations and approvals:

1. PAN No. AAACP1570H allotted by the Income Tax Department. 2. TAN No. DELP08697D allotted by the Income Tax Department. 3. Service Tax Registration for Delhi office, having registration no. AAACP1570HST001. 4. Registration under Delhi Value Added Tax for Delhi office, having registration no. 07863002828. 5. Registration under Maharashtra Value Added Tax for Mumbai office, having registration no. 27620014060V. 6. Registration under Maharashtra State Tax on Professions, Trade, Callings and Employment Act, 1975 for

Mumbai office, having registration no. 27620014060P and 99241694479P. 7. Registration under Rajasthan Value Added Tax for Rajasthan office, having registration no. 08641608994. 8. Registration under Central Sales Tax Act, 1956 for Rajasthan office, having registration no. 08641608994. 9. Registration no. PTNAN 10151CG015-0003 under Professional Tax for Chennai office.

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10. Relaxation under Employee’s Provident Funds & Miscellaneous Provisions Act, 1952 by RPFC, Delhi vide letter no. E/DL/14037/Relaxed/318 for setting up PFC’s own PF Trust.

11. Approval of Gratuity Fund under Income Tax Act, 1961, having reference no. CIT-III/G.F./D/95-96/172. Registration under Indian Trade Unions Act, 1926 of PFC Employees Union having reference no. No. 4153.

12. Exemption from RBI prudential norms vide reference no. DNBS.CO.ZMD-N/4984/14.16.2009/2009-2010. 13. Registration in Class 36 of the PFC logo under Trademarks Act, 1999, having Trademark No. 1758496 and

Certificate of Registration No. 934501. 14. Registration in Class 41 of the PFC logo under Trademarks Act, 1999, having Trademark No. 1758495 and

Certificate of Registration No. 934516. 15. Registration in Class 42 of the PFC logo under Trademarks Act, 1999, having Trademark No. 1758497 and

Certificate of Registration No. 936176. 16. Registration of the copyright of Company’s logo under Section 45 of the Copyright Act, 1957, having

registration no. A 649691/2003. 17. Registration to carry on the business of non-banking financial institution (NBFC) and classified as

Infrastructure Finance Company vide registration no. B-14.00004 on July 28, 2010.

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HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was incorporated on July 16, 1986 under the Companies Act as a public limited company registrered with the ROC, National Territory of Delhi and Haryana and received our certificate for commencement of business on December 31, 1987. The GoI incorporated our Company as a financial institution in order to finance, facilitate and promote power sector development in India with the President of India holding 100% of our equity share capital at the time of incorporation and at present its shareholding is 73.72%. Our Company was notified as a public financial institution under Section 4A of the Companies Act, 1956 on August 31, 1990.

For details in relation to our business activities and investments, see section “Our Business” on page 59 of this Draft Shelf Prospectus.

Changes in registered office

At the time of incorporation, the registered office of our Company was situated at Room No. 627, Shram Shakti Bhawan, Rafi Marg, New Delhi 110 001, Insdia. Later on, the registered office of our Company shifted to Chandralok, 36, Janpath, New Delhi 110 001, India on March 25, 1988. Subsequently, the registered office of our Company shifted to Urjanidhi Building, 1-Barakhamba Lane, Connaught Place, New Delhi – 110001, India on September 23, 2006 for ensuring administrative and operational facility.

Major events

Year Event 1986 • Incorporation of our Company.1987 • Certificate of commencement of business received.1988 • Commencement of lending activities; and

• Evolved broad operational policies identifying priority areas for providing financial assistance and formulated short term, medium term and long-term strategies for operations.

1989 • Provided first guarantee to M/s Mitsui and Company, Japan for payment of principal for Rupees equivalent to Japanese Yen 27.39 billion for supplier credit made available to UPSEB for the 1,000 MW Anpara B Thermal Power Project.

1990 • Declared as a public financial institution under section 4A of Companies Act. 1991 • Conferred with a license to deal in foreign exchange in the power sector. 1992 • Project on Energy Management Consultation and Training (EMCAT) made operational with the

objective to bring about improvement in the efficiency of the energy supply component of the power sector with the help of USAID.

1993 • First MoU with GoI in relation to operational targets and rated excellent on the basis of all round performance.

1994 • Company declared maiden dividend to the GoI.1996 • Started funding private power projects.1998 • Registered as a NBFC;

• Declared a Mini Ratna (Category I); and • Promoted PTC Limited as joint venture with NTPC and PGCIL.

1999 • Launched consultancy services in order to provide consultancy services to both state owned and private power utilities for the power and financial sectors.

2003 • Appointed by the MoP as a nodal agency to fund the India Power Fund scheme to catalyze the process of fresh equity investment in the power sector.

2004 • Project appraisal system certified as ISO 9001.2005 • Entered into MoU with LIC and ten leading public sector banks for consortium financing of power

projects.2006 • Set up five subsidiary companies for developing UMPPs; and

• Our disbursement crossed ` 100,000 million.2007 • Incorporated two more subsidiary companies for developing UMPP and two transmission

companies.

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• Listing of our Equity Shares on the Stock Exchanges; and • Declared a Navratna PSU on June 22, 2007.

2008 • Appointed as nodal agency for APDRP. • Three of the SPVs namely Coastal Gujarat Power Limited (CGPL) for Mundra UMPP in Gujarat,

Sasan Power Limited (SPL) for Sasan UMPP in Madhya Pradesh and Coastal Andhra Power Limited (CAPL) for Krishnapatnam UMPP in Andhra Pradesh were transferred to the successful bidders. CGPL was transferred to the Tata Power Company Limited on April 22, 2007 while SPL and CAPL were transferred to Reliance Power Limited on August 7, 2007 and January 29, 2008 respectively. The bid process for Tilaiya UMPP in Jharkhand has been won by Reliance Power Ltd and was transferred to the same on February 12, 2009; and

• Further, PFC Consulting Limited was formed for undertaking consultancy assignment under power sector.

2009 • Tilaiya UMPP awarded to Reliance Power. • Jharkhand Integrated Power Limited SPV/subsidiary established for Tilaiya UMPP in Jharkhand

transferred to the successful bidder. • PFCCL appointed as the bid process coordinator for ITPs • Launch of R-APDRP website; and • PFC in the list of Top 500 Global Financial Brands 2009.

2010 • ISO 9001:2008 Certification. • Status of NBFC-ND-IFC from RBI in July 2010; and • Received Heavy Weight Navaratna Award & Fastest Growing Navaratna.

2011 • Public issue of long term infrastructure bonds u/s 80CCF of Income Tax Act, 1961; and • Further Public Offer (FPO) of our Company.

Awards and Recognitions

PFC has been entering into Memorandum of Understanding (MoU) with Government of India since 1993-94 and has been consistently rated in the highest category of “Excellent” since then (rated ‘Very Good’ in 2004-05). After that PFC has been rated among the ‘Top 10’ PSUs for the years 1998-99, 1999-2000, 2001-2002, 2002-2003 and 2003-2004. PFC was conferred with the ‘Mini Ratna’ (category – I) status in the year 1998. Followed by this, the Corporation was accorded the covetous status of ‘Navratna’ in 2007 to facilitate enhanced operational autonomy. Further, all the three divisions namely, Projects, Finance and ID&A are ‘ISO 9001: 2000’ certified.

PFC has received the following awards in the recent past:

• “Gentle Giant”, the Largest Navratna (Non-Manufacturing)” award at the 3rd DSIJ PSU Awards on April 21, 2011 by DSIJ;

• “SCOPE Commendation Certificate” in the category of “Best Managed Bank, Financial Institution or Insurance Company” for the year 2009-2010 during the public sector day ceremony on April 11, 2011;

• “Global HR Excellence Award” in the category of “Institution Building Award” during the World HR Congress 2011 on February 11, 2011;

• “Heavy Weight Navaratna Award” (Non Manufacturing) and the “Fastest Growing among Navaratna” during the 2nd PSU Awards 2010;

• “3rd KPMG- Infrastructure Today Award 2010” in the category of “Most Admired Central Entity in power Sector”;

• “India Power Award 2010” for the “Integrated Development of Power and Associated Sector” organized by Council of Power Utilities on November 11, 2010;

• “ICT for India Award” for excellence in performance for R-APDRP during the “Digital Inclusion Day” organized jointly by SKOCH Consultancy and Department of Information and Technology, Government of India, on September 22, 2010;

• “Asia Pacific HRM award” for leading HR Practices in “Learning & Human Capital Development” during the Asia Pacific HRM Congress at Bangalore on September 3, 2010;

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• “India’s Pride Award 2010” in the category of “Financial Catalyst of the year” organized by Dainik Bhaskar;

• Gold award for excellence in “PSU’s in Non Banking Financial Institution 2009” by India Pride awards with DNA;

• “India Power Award 2009” in the category of “Innovative Financing” by the Council of Power Utility on November 17, 2009;

• Dalal Street’s “First DSIJ Award 2009” in the category ‘PSU having the highest profit per employee’;

• Prestigious ‘KPMG – Infrastructure Today Award 2008” for ‘Most Admired Government Enabler – power” Category;

• “India Power Award 2008’ for PFC’s role & association as implementation agency with ‘Distribution Upgrades & management (DRUM)’ Programme of Government of India; and

• Ranked 2nd on the basis of ‘Total Income’ in FIs/NBFCs/Financial Sector category in Dun & Bradstreet’s “India’s Top 500 Companies 2007”.

Our Main Objects

Our main objects, as contained in Clause III A of our Memorandum of Association, are:

• To finance power projects, in particular thermal and hydroelectric projects;

• To finance power transmission and distribution works;

• To finance renovation and modernization of power plants aimed at improving availability and performance of such plants;

• To finance system improvement and energy conservation schemes;

• To finance maintenance and repair of capital equipment including facilities for repair of such equipment, training of engineers and operating and other personnel employed in generation, transmission and distribution of power;

• To finance survey and investigation of power projects;

• To finance studies, schemes, experiments and research activities associated with various aspects of technology in power development and supply;

• To finance promotion and development of other energy sources including alternate and renewable energy sources;

• To promote, organize or carry on consultancy services in the related activities of the Company;

• To finance manufacturing of capital equipment required in power sector; and

• To finance and to provide assistance for those activities having a forward and backward linkage, for the power projects, including but not limited to, such as development of coal and other mining activities for use as a fuel in power project, development of other fuel supply arrangements for power sector, electrification of railway lines, laying of railway lines, roads, bridges, ports and harbours, and to meet such other enabling infrastructure facilities that may be required.

The main objects clause and the objects incidental or ancillary to the main objects of our Memorandum of Association enable us to undertake our existing activities and the activities for which the funds are being raised through this Issue.

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Changes in our Memorandum of Association

Since our incorporation, the following changes have been made to our Memorandum of Association:

Date of Amendment Details

January 18, 1991 Amendment in Clause V of the Memorandum of Association altering the authorised capital of our Company to increase in authorized share capital of our Company from ` 1,000 crore comprising of 1 crore shares of ` 1,000 each to ` 2,000 crore comprising of 2 crore shares of ` 1,000 each.

October 30, 2001 Alteration in the objects clause of the Memorandum of Association by insertion of the following as Clause 10 and 11 immediately after existing Clause 9. The clauses read as follows: 10. To finance manufacturing of capital equipment required in power sector. 11. To finance and to provide assistance for those activities having a forward and backward linkage, for the power projects, including but not limited to, such as development of coal and other mining activities for use as a fuel in power project, development of other fuel supply arrangements for power sector, electrification of railway lines, laying of railway lines, roads, bridges, ports and harbours and to meet such other enabling infrastructure facilities that may be required.

September 26, 2002 Amendment in Clause V of the Memorandum of Association altering the authorised capital of our Company to ` 2,000 crore divided into 2,000,000,000 shares of ` 10 each on account of splitting of equity shares of ` 1,000 each to ` 10 each.

September 13, 2006 Amendment in Clause 3 of the objects incidental or ancillary to the attainment of the main objects clause. The words “with the previous consent of the President of India” were deleted in the clause and the amended clause reads as follows: To borrow, for purposes of the Company, foreign currency or to obtain foreign lines of credit including commercial loans from any bank or financial institution or Government/Authority in India or abroad.

Holding Company

We do not have a holding company.

Our Subsidiaries

As on date of this Draft Shelf Prospectus, our Company has eleven Subsidiaries, the details of which are as follows:

A. PFC Capital Advisory Services Limited (“PFCCASL”)

PFCCASL is a wholly owned subsidiary of our Company. PFCCASL was incorporated on July 18, 2011 under the Companies Act, 1956 with an authorized share capital of ` 1crore divided into 10,00,000 equity shares of ` 10 each. The registered office of PFCCASL is located at "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India. It is engaged in the business to syndicate and make financial arrangements for the Projects/enterprises in the areas of power, energy, infrastructure and other industries.

B. PFC Green Energy Limited (“PFCGEL”)

PFCGEL is a wholly owned subsidiary of our Company. PFCGEL was incorporated on March 30, 2011 under the Companies Act, 1956 with an authorized share capital of ` 12,000,000,000 divided into 1,000,000,000 equity shares of ` 10 each and 200,000,000 preference shares of ` 10 each. The registered office of PFCGEL is located at "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India. The name of the Company was changed from Power Finance Corporation Green Energy Limited to PFC Green Energy Limited, by a special resolution passed in terms of Section 21 of the Companies Act, 1956 and a fresh certificate of incorporation, consequent upon change of name of Company, was issued on July 21, 2011. PFCGEL has been incorporated to focus on financing renewable energy projects. As on date of this Draft Shelf Prospectus, our Company (including its nominees) holds 100% of the issued and paid up equity capital of PFCGEL.

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C. PFC Consulting Limited (“PFCCL”)

PFCCL is a wholly owned subsidiary of our Company. PFCCL was incorporated on March 25, 2008 under the Companies Act with an authorized share capital of ` 500,000 each divided into 50,000 equity shares of `10 each. The registered office of PFCCL is located at First Floor, "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India. PFCCL has been incorporated to carry on, promote and organize consultancy services related to the power sector. Presently, the consultancy services being undertaken by PFCCL comprise of assignments from State Power Utilities, Licensees/IPPs, State Government, PSUs and SERCs. As on date of this Draft Shelf Prospectus, our Company (including its nominees) holds 100% of the issued and paid up equity capital of PFCCL.

D. Subsidiaries incorporated under the programmes of Government of India

(I) Subsidiaries incorporated under the Ultra Mega Power Project Program

The GoI has appointed our Company as the nodal agency to facilitate the development and construction of potential UMPP’s in India, i.e. mega super thermal power projects with a contracted capacity of 3,500 MW or more. So far, 16 such UMPPs have been identified, and are proposed to be located in the States of Chhattisgarh, Jharkhand, Madhya Pradesh, Orissa, Andhra Pradesh, Gujarat, Karnataka, Maharashtra and Tamil Nadu.

Accordingly, 12 SPVs in the form of wholly owned subsidiaries had been incorporated to undertake preliminary site investigation activities necessary for preparation of project information reports, and obtain applicable linkages, clearances and approvals required for conducting a tariff based competitive bidding process for selection of developers for the UMPP’s. All such SPVs/ subsidiaries have been incorporated under the Companies Act with an authorized share capital of ` 500,000 each divided into 50,000 equity shares of ` 10 each. The registered office of all such SPVs/ subsidiaries is located at First Floor, "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India. Eventually, these SPVs are to be transferred to the successful bidder(s) selected through tariff based international competitive bidding process. Out of the aforesaid 12 SPVs, four SPVs namely Coastal Gujarat Power Limited for Mundra UMPP in Gujarat, Sasan Power Limited for Sasan UMPP in Madhya Pradesh, Coastal Andhra Power Limited for Krishnapatnam UMPP in Andhra Pradesh and Jharkhand Integrated Power Limited for Tilaiya UMPP in Jharkhand have been transferred to the successful bidders.

The dates of incorporation of the remaining eight subsidiaries are mentioned herein below.

S. No. Name of the SPV/ Subsidiary Date of

Incorporation 1. Chhattisgarh Surguja Power Limited (formerly known as Akaltara Power

Limited) February 10, 2006

2. Coastal Karnataka Power Limited February 10, 2006 3. Coastal Maharashtra Mega Power Limited March 1, 2006 4. Orissa Integrated Power Limited August 24, 2006 5. Coastal Tamil Nadu Power Limited January 9, 2007 6. Sakhigopal Integrated Power Company Limited May 21, 2008 7. Ghogarpalli Integrated Power Company Limited May 22, 2008 8. Tatiya Andhra Mega Power Limited April 17, 2009

Our Company, (including through its nominees), holds 100% of the issued and paid up equity share capital of the aforesaid eight SPVs/ subsidiaries. (II) Subsidiaries incorporated under the Independent Transmission Projects Program The MoP, has initiated the tariff based competitive bidding process for the development of transmission systems through private sector participation. For further details on ITPs, see sections titled “Our Business” and “Regulations and Policies” on pages 59 and 80 respectively.

Our Subsidiary, PFCCL has been nominated by MoP as a bid process co-ordinator for selection of developers for ITP by MoP. Consequently, 4 SPV’s were incorporated in the form of wholly owned subsidiaries, for among other things, to undertake preliminary survey work, identification of route, preparation of survey report, initiation of process of land acquisition, initiation of process of seeking forest clearance, as and where required and for conducting the bid process. All such SPVs/ subsidiaries were been incorporated under the Companies Act with an authorized share capital of `

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500,000 each divided into 50,000 equity shares of ` 10 each. The registered office of all such SPVs/ subsidiaries was located at First Floor, “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi - 110 001, India.

One Such SPV/subsidiary namely Bokaro-Kodarma Maithon Transmission Company Limited was liquidated on December, 2010 and another SPV namely, East North Interconnection Company Limited was transferred to the successful bidder on March 31, 2010. Further, the remaining two SPVs, namely Jabalpur Transmission Company Limited and Bhopal Dhule Transmission Company Limited were transferred to the successful bidder, namely Sterlite Transmission Projects Private Limited, on March 31, 2011. In addition to the above, PFCCL has also been appointed as bid process coordinator for transmission systems associated with independent power producers of (a) the Nagapattinam/ Cuddalore area – Package A (Nagapattinam pooling station – Salem 765 Kv D/c line, Salem – Madhugiri 765 Kv S/c line), and (b) the Nagapattinam/ Cuddalore area – Package C (Madhugiri – Narendra 765 Kv D/c line, Kolhapur – Padghe 765 Kv D/c line (one circuit kilometer via Pune)). Further, subject to approval of the Company, the board of directors of PFCCL in their meeting held on March 24, 2011, approved the proposal for incorporation of two SPVs for facilitating development of the aforesaid transmission systems. Out of which one such SPV has been incorporated on May 20, 2011 in the name of Nagapattinam-Madhugiri Transmission Company Limited (NMTCL) having its registered office at First Floor, “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi - 110 001, India. NMTCL is incorporated to plan, promote and develop an integrated and efficient power transmission system network and to purchase and sale of power in accordance with the policies, guidelines and objectives laid down by the Central Government from time to time. That as on date, PFCCL including through its nominees, holds 100% of the issued and paid up equity share capital of NMCTL. The securities of PFCGEL, PFCCL and the aforesaid SPVs/ subsidiaries incorporated under the UMPP scheme are not listed on any stock exchange in India or overseas. Further none of such SPVs/ subsidiaries including PFCGEL and PFCCL are either a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985,as amended, or are subject to a winding-up order. Further, in accordance with paragraph 11 of Accounting Standard 21, the financial statements of the subsidiaries incorporated under the UMPP are not consolidated with our Company. Joint Ventures, Associate Companies and Investments

As on date of this Draft Shelf Prospectus, the following are the details of our joint ventures, associate companies and investments: Joint Ventures We have entered into two joint venture arrangements, pursuant to which the following joint venture companies have been incorporated:

(A) National Power Exchange Limited (“NPEL”)

On September 3, 2008, our Company entered into a joint venture agreement with National Thermal Power Corporation Limited (“NTPC”), NHPC Limited (“NHPC”) and Tata Consultancy Services Limited (“TCS”) for incorporation of NPEL (“NPEL JVA”) to operate a power exchange at a national level and to facilitate, promote, assist, regulate and manage dealings in power. Consequently, NPEL was incorporated as a public limited company under the Companies Act, on December 11, 2008, with an authorized capital of ` 500,000,000. The registered office of NPEL is located at Scope Complex, 7, Institutional Area, Lodhi Road, New Delhi – 110 003, India. As on March 31, 2011, our Company holds 833,000 equity shares aggregating to 16.66% of the total issued and paid up equity capital of NPEL.

The key terms of the NPEL JVA are set forth below:

Share capital and subscription: In case the authorized share capital of NPEL is increased beyond ` 500,000,000, all parties to the NPEL JVA including our Company will not be under an obligation to subscribe to such increased authorized capital. Subscription to such increased authorized share capital shall be done through a supplemental agreement which will form part of the NPEL JVA. The equity shareholding of NPEL shall at all times be as follows:

1. 50% of the paid up share capital of NPEL shall always be held by government entities including NTPC, NHPC and our Company.

2. The remaining 50% of the paid up share capital of NPEL shall be held by non-government entities/ private

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entities including TCS. However, no shareholder, at any point of time, will hold more than 25% of the paid-up share capital of NPEL.

Board of directors: The total strength of the board of directors is required to be between 3 and 15 directors. As long as our Company holds at least 10% of the paid-up equity share capital of NPEL, our Company will have the right to nominate a non-executive director on the board of directors of NPEL and shall also determine the period for which such director will hold office. We currently have one nominee director on the Board of NPEL.

Reserved matters: Except with the affirmative vote of the majority of directors, including the affirmative vote of at least one director nominated by each party to the NPEL JVA, neither can the board of directors of NPEL, a committee thereof, its chief executive officer, nor can any other person acting on behalf of NPEL take any action with respect to among other things the following matters:

(a) The annual revenue budget of NPEL; (b) Winding up of NPEL; (c) Any matter relating to the transfer, sale, lease, exchange, mortgage and/or disposal otherwise of the whole or

substantially the whole, of the undertaking of NPEL or part thereof; (d) Increase or alter the authorized or issued share capital of NPEL; (e) Change in the name of NPEL; (f) Entering into any profit sharing, or any share option or other similar schemes for the benefit of the officers and

other employees of NPEL; and (g) Any matter relating to the promotion of new company(ies) including formation of subsidiary company(ies),

entering into partnership and/or arrangement of sharing profits, taking or otherwise acquiring and holding shares in any other company.

Non-compete: NPEL shall not compete with the business activities of any other party, without the prior consent of the concerned party. No party shall, either directly or indirectly, compete with the business activities of NPEL, without the prior written consent of all other parties. Further, no party shall, either directly or indirectly, subscribe to such number of shares of any organization/ entity, competing with the business of NPEL, which shall entitle such party to exercise control over such organization/ entity. Moreover, in such an eventuality, the relevant party shall relinquish its rights to nominate director on the board of NPEL. Further, our Company and TCS shall not be trading members of the power exchange to be set up by NPEL. Transfer of shares: Unless otherwise mutually agreed, none of the parties will transfer or otherwise encumber its shareholding in NPEL for a period of five years (“Lock in Period”) from the date of commencement of trading operations on power exchange or the date when NPEL issues shares to the public at large through an initial public offering, whichever is earlier. After the Lock-in Period, if any party intends to transfer any equity shares to a third party, the selling party shall first offer such equity shares to other parties in proportion to their shareholding, at book or fair value, whichever is higher. If the non-selling parties do not accept the offer, the selling party will be entitled to transfer the offered equity shares to the proposed transferee on terms no more favourable and at a price not higher than that offered to the non-selling party. Termination of rights: If any party ceases to hold at least 10% of the paid-up share capital of NPEL, all rights of such party under the agreement will terminate. In the event of any promoter ceases to be a promoter by mutual consent, the non exiting parties will have an obligation to purchase and/or to name a purchaser of all the shares and any financial interest of the exiting party, at a fair value determined by an independent chartered accountant. In the event of termination of the NPEL JVA due to breach by any party, the defaulting party shall offer the shares held by it to the non-defaulting parties in proportion to their respective shareholdings at a price equivalent to 80% of the fair value of such shares. (B) Energy Efficiency Services Limited (“EESL”)

We have entered into a joint venture agreement with National Thermal Power Corporation (“NTPC”), Power Grid Corporation of India Limited (“PGCIL”) and Rural Electrification Corporation Limited (“REC”) on November 19, 2009 for incorporation of Energy Efficiency Services Limited (the “EESL JVA”) as an implementation arm of the National Mission of Enhanced Energy Efficiency, which is a part of the National Action Plan on Climate Change.

EESL was incorporated as a public limited company on December 10, 2009 under the Companies Act with the registered office located at 4th Floor, Sewa Bhawan, R. K. Puram, New Delhi - 110066. EESL is authorized to engage in

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the business of carrying on and promoting the implementation of energy efficiency projects in India and abroad. The authorized share capital of EESL is ` 1,900,000,000 divided into 190,000,000 equity shares of ` 10 each and the paid up share capital of EESL is ` 25,000,000 million (divided into 2,500,000 equity shares of ` 10 each). As on March 31, 2011 our Company holds 625,000 equity shares in EESL, aggregating to 25% of the total issued and paid up share capital of the EESL The key terms of the EESL JVA are set forth below:

Share capital and subscription: We are required to maintain our shareholding in EESL by subscribing to any future issue of equity shares of EESL, in proportion to our current share holding. However, no shareholder, at any point of time, can hold more than 40% of the paid-up equity share capital of EESL. In the event of non-subscription of equity by any of the parties to EESL JVA, the share capital contribution of such non-subscribing party will be paid by the remaining parties in proportion to their then existing shareholding.

Board of directors: The total strength of the board of directors is required to be between 4 and 15 directors. As long as any shareholder holds at least 10% of the paid-up equity share capital of EESL, such shareholder will have the right to nominate a director on the board of directors of EESL and shall also determine the period for which its respective nominees will hold office. Nomination of the non-executive chairman, to be appointed for a period of two years, is required be rotated amongst our Company, NTPC, PGCIL and REC with NTPC nominating the first chairman. Further, the MoP will have the right to nominate two part-time directors on the board of EESL. Currently, we have one nominee director on the Board of EESL.

Reserved matters: Except with the affirmative vote of the majority of directors including the affirmative vote of at least one director nominated by each party to the EESL JVA, neither can the board of directors of EESL, a committee thereof, its chief executive officer, nor can any other person acting on behalf of EESL, take any action with respect to among other things the following matters:

(a) The annual revenue budget of EESL; (b) Winding up of EESL; (c) Any matter relating to the transfer, sale, lease, exchange, mortgage and/or disposal otherwise of the whole or

substantially the whole, of the undertaking of EESL or part thereof; (d) Increase or alter the authorized or issued share capital of EESL; (e) Induction of new investors; (f) Change in the name of EESL; (g) Entering into any profit sharing, or any share option or other similar schemes for the benefit of the officers and

other employees of EESL; and (h) Any matter relating to the promotion of new company(ies) including formation of subsidiary company(ies),

entering into partnership and/or arrangement of sharing profits, taking or otherwise acquiring and holding shares in any other company.

Transfer of shares: Unless otherwise mutually agreed, none of the parties will transfer or otherwise encumber its shareholding in EESL for a period of five years from the date of incorporation. After the lock-in period if any party intends to transfer any equity shares to a third party, the selling party is required to first offer such equity shares to the remaining parties in proportion to their shareholding, at book or fair value, whichever is higher. If the non-selling parties do not accept the offer, the selling party will be entitled to transfer the offered equity shares to the proposed transferee on terms no more favourable and at no higher price than those offered to the non-selling party.

Termination of rights: If any party ceases to hold at least 10% of the paid-up share capital of EESL, all rights of such party under the agreement will terminate. In the event of termination of the EESL JVA by mutual consent, the non exiting parties will have an obligation to purchase and/or to name a purchaser of all the shares and any financial interest of the exiting party, at a fair value determined by an independent chartered accountant. In the event of termination of the EESL JVA due to breach by any party, the defaulting party shall offer the shares held by it to the non-defaulting parties in proportion to their respective shareholdings at a price equivalent to 80% of the fair value of such shares

Competition: EESL will not take up any renovation and modernization business in power plants in India and the SAARC countries. Associate Companies

Power Equity Capital Advisors Private Limited (“PECAP”)

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PECAP was incorporated on March 25, 2008 under the Companies Act to provide advisory services pertaining to equity investments in the Indian power sector. Our Company holds 15,000 equity shares in PECAP aggregating to 30% of the total issued and paid up equity share capital of PECAP. The registered office of PECAP is situated at First Floor, "Urjanidhi", 1, Barakhamba Lane, Connaught Place, New Delhi, 110 001, India. The key rights of our Company in PECAP, as set out in the articles of association of PECAP, are set forth below: Share capital and subscription: In case of fresh issuance of shares, the board of directors of PECAP shall have the power to issue such shares either to the existing shareholders in proportion to their existing shareholding or to new shareholders at a price decided by three-fourth majority of the board of directors. Further, at present our Company is not permitted to hold more than 30% of the paid-up share capital of PECAP. Transfer of shares: No party can sell, transfer, assign, hypothecate, mortgage or other wise encumber its shareholdings in PECAP without the consent of the board of directors. Transfer of shares between parties and its affiliates is permissible with the approval of the board of directors of PECAP. Reserved matters: Except with the consent of our Company, the board of directors of PECAP can not take any action with respect to among other things the following matters:

(a) annual revenue budget of PECAP; (b) any matter relating to the sale, lease, exchange, mortgage and/ or disposal otherwise of the whole or substantially

whole of the undertaking of PECAP of part thereof; (c) the arrangements involving foreign collaboration proposed to be entered into by PECAP; (d) any matter relating to (i) promotion of new company/company (ies) (ii) entering into partnership and/or

arrangement of sharing profits (iii) formation of subsidiary company (ies) and (iv) taking or otherwise acquiring and holding shares in any other company;

(e) Appointment of persons (i) to any post upto two levels below the level of director on the board of directors (ii) who have attained the age of 60 years; and

(f) Any other matter in the opinion of the chairman to be of such importance as to be reserved for the approval of our Company.

Our Company shall have the power to modify any proposal or decision of the directors pertaining to the aforesaid matters. Board of directors: The total strength of the board of directors is required to be between 2 and 12 directors. Our Company has the right to nominate two directors on the board of directors. The chairman of the board of PECAP shall always be the director nominated by our Company. Currently, we two nominee directors on the Board of PECAP. Investments

(A) PTC India Limited (formerly known as Power Trading Corporation of India Limited) (“PTC”) PTC was incorporated as a joint venture company on April 16, 1999, under the Companies Act, and received its certificate of commencement of business on July 15, 1999. PTC is engaged in the business of purchasing, selling, importing, exporting and trading all forms of electricity, power and ancillary activities.

Pursuant to a promoters’ agreement dated April 8, 1999, PTC was promoted by PGCIL, NTPC and our Company. Consequently, through a supplementary agreement dated November 29, 2002 (together with the original agreement referred to as (“Promoters Agreement”) NHPC also became a promoter of PTC. The key terms of the Promoters Agreement are as follows:

Share capital and subscription: The initial authorized share capital of PTC is ` 7,500,000,000 divided into 750,000,000 equity shares of ` 10 each of which our Company is entitled to hold 8% and is also entitled to subscribe to additional shares offered by PTC. Our Company presently holds 12,000,000 shares in PTC aggregating to 4.07% of the total issued and paid up capital.

The Promoters Agreement is irrevocable until the entire authorised capital of PTC of ` 7,500,000,000 is fully paid-up unless all parties mutually agree to terminate it. Further, if a party fails to subscribe to its agreed proportion then it is liable to pay interest @ 18% p.a. for the period until the payment is made.

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Board of directors: As long as our Company holds 8% of the equity shares of PTC, our Company has the right to nominate one part-time director on the board of directors of PTC. However despite our shareholding in PTC being below 8%, we have one director on the Board of PTC. The chairman and managing director of PTC is required to be appointed upon the consent of the chairman and managing director of PGCIL, NTPC, NHPC and our Company. Currently, we have one nominee director on the Board of PTC.

Transfer of shares: No party can sell, transfer, assign, mortgage or otherwise encumber its shareholdings in PTC for initial period of 12 years from the date of incorporation of the PTC. After the lock-in period if a party intends to transfer any equity shares to a third party, the selling party is required to first offer such equity shares to the remaining parties in proportion to their shareholding. If the non-selling parties do not accept the offer, the selling party will be entitled to transfer the offered equity shares to the third party on terms no more favourable and at no higher price than those offered to the non-selling party. (B) Power Exchange India Limited (“PEIL”) Power Exchange India Limited is a joint venture company promoted by National Stock Exchange Limited (“NSE”) and National Commodity & Derivatives Exchange Limited (“NCDEX”) for setting up, operationalising and managing a national level power exchange in India (“Power Exchange”).

For ensuring a wider representation of the power sector, in line with the regulatory intent and directions and recognising the need for additional capital infusions, our Company was invited by NSE and NCDEX to invest in PEIL.

Consequently, our Company entered into a share subscription and shareholders agreement (“Agreement”) with NSE and NCDEX on February 24, 2009 for subscribing to the equity shares of PEIL. Pursuant to which our Company presently holds 1,750,000 equity shares aggregating to 4.37% of the total issued and paid up share capital of the PEIL.

The key terms of the Agreement are set forth below:

Share capital and subscription: Under the Agreement, our Company is required to maintain an equity shareholding of 7% of the total issued and paid up share capital of PEIL.

Board of directors: The total strength of the board of directors shall not exceed 12 directors. Our Company shall have the right to nominate a director on the board only if it holds 10% or more shares in PEIL. Presently, our Company holds less than 10% shareholding in the PEIL, and therefore our Company does not have any nominee director on the board of PEIL.

Transfer of shares: Unless otherwise mutually agreed, none of the parties can transfer or otherwise encumber its shareholding in PEIL for a period of three years from the date of first day of trading operation on the power exchange or till the date PEIL undertakes an initial public offering, whichever is earlier. Neither party can, without obtaining prior written consent of the other parties, sell or transfer all or any part of its shares in PEIL to any other person or any shareholder. If any shareholder other than NSE and NCDEX intends to transfer any equity shares to a third party prior to the initial public offering, such shares shall be first offered to NSE and NCDEX at the fair market value. If NSE and NCDEX decline to purchase the offered shares, the selling party shall offer the shares to the other shareholders of PEIL pro rata to the shares held by them to the extent of a maximum shareholding of 7% of the total issued and paid-up capital of PEIL. Upon refusal of such shareholder the selling party is free to sell the offered shares to a third party, who is not a competitor of PEIL.

If any time prior to initial public offering, NSE and NCDEX decide to sell their shares at a value more than the par value of ` 10 per share, the remaining shareholders shall also be entitled to sell their shares on pro rata basis to the shares offered, on the same terms and conditions, subject to the terms and conditions of the Agreement.

Our Company cannot in any manner or form, create any encumbrances on the shares held in PEIL during the subsistence of the Agreement, without the prior express written consent of PEIL.

Events of default: In the event of default committed by any party as listed in the Agreement and failure to remedy such default in the prescribed time or till reference for arbitration is made, such defaulting party will not receive any dividend, interest or any other payment or returns on its shares.

Non-compete and exclusivity: Until the time PEIL undertakes an initial public offering, the shareholders other than NSE and NCDEX can not directly or through any affiliate hold equity or make any other form of investment of any kind, in the same business as that of PEIL or similar to that of a Power Exchange without prior written approval of PEIL.

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(C) Small is Beautiful Fund (“SIB Fund”)

Our Company invested in SIB Fund pursuant to contribution agreement dated March 24, 2004 (“Contribution Agreement”) entered between KSK Trust Private Limited, KSK Energy Ventures Limited and our Company. As on June 30, 2011 the net outstanding contribution of our Company is ` 8.73 crores aggregating to 9.74% stake in SIB Fund of our Company. The net asset value per unit of SIB Fund as on March 31, 2011 was ` 10.08. SIB Fund is engaged in making equity and equity related investments, amongst others, in project companies operating in the business of power generation and other allied projects in Indian power sector with an intent to invest in power projects less than 100 MW, based on renewable sources or for captive consumption. Material Agreements

Memorandum of Understanding with the Ministry of Power, Government of India

We enter into an annual memorandum of understanding with the MoP (“MoP MoU”), which provides for the exercise of enhanced autonomy by delegation of financial powers to our Company. The MoP MoU for the year 2011-2012 provides that MoP would provide required assistance in getting resolved issues requiring inter ministerial consultations in relation to mobilization of cheaper financial resources which may include raising of tax free bonds/SLR bonds/taxable bonds/infrastructure bonds/bonds u/s 54EC of IT Act, loans from banks/institution and ECB/Direct World Bank/ Asian Development Bank loans.

Under the terms of MoP MoU for the year 2011 – 2012 we are among other things required to undertake the following activities:

1. Work as a catalyst to bring institutional improvement in streamlining the functions of its borrowers in the areas of financial, technical and managerial to ensure optimum utilization of available resources;

2. Develop ultra mega power projects, and play a lead role in setting up shell companies in the name of projects for implementation of transmission and hydro power projects to be developed through competitive bidding route; and

3. Provide financial resources and to encourage flow of investments to power and associated sectors. Further, our Board of Directors are required to review the performance under each target on a monthly basis and our Board of Directors and MoP are required to review our performance under each target on a quarterly basis.

The MoP MoU 2011- 2012 is in force and operational beyond 2011-2012 until it is modified by the signing of the subsequent memorandum of understanding with the MoP.

Memorandum of Understanding with the Nuclear Power Corporation of India Limited

Our Company has entered into a memorandum of understanding dated October 28, 2010, with the Nuclear Power Corporation of India Limited ("NPCIL") (“NPCIL MoU”), to examine the feasibility of providing debt financing and other services by our Company to NPCIL for setting up of nuclear power projects. Our Company may (i) facilitate loan towards equity requirements in respect of new nuclear power projects against security of commissioned project subject to detailed due diligence within the prevailing policy frame work; (ii) consider direct equity stake in the nuclear power projects of NPCIL within the policy framework. Further our Company may provide consultancy services, through our subsidiary PFC Consulting Limited, at various stages of projects undertaken by NPCIL starting with site identification and related clearances etc.

The NPCIL MoU is valid up to March 31, 2013 unless extended by mutual consent. The parties have an option to terminate the NPCIL MoU after giving one month notice in writing to the other party.

Further, apart from our various arrangements with our lenders, which we undertake in the ordinary course of our business, our Company does not have any other material agreement.

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MANAGEMENT

Board of Directors

As per the Articles of Association of the Company, the number of directors of the company shall not be less than three and more than twelve. The general superintendence, direction and management of the affairs and business of our Company is vested in the Board of Directors who shall exercise all powers and do all acts and deeds, as the company is authorized to exercise and do, except those which can be exercised by the company in the general meeting, as per the Companies Act, 1956 or its Memorandum and Articles of Association.

Presently, there are ten Directors on our Board consisting of four executive directors and six non-executive directors including one government nominee & five non-official part-time directors as independent directors, as per office order of Government of India. The appointment, as well as terms and conditions of whole-time directors including chairman and managing director are also approved by Government of India vide their respective office orders.

The details of Board of Directors as on the date of the Draft Shelf Prospectus are as follows:

S No.

Name, Father’s name, Designation, Date of Appointment, DIN, Nationality & Age

Address Other Directorships

1. Mr. Satnam Singh Father’s name: Mr. Daulat Ram Designation: Chairman & Managing Director Date of Appointment: August 01, 2008 DIN: 00009074 Nationality: Indian Age: 53 years

B-2/2378, Vasant Kunj, New Delhi 110 070, India.

PFC Consulting Ltd. PFC Green Energy Limited PFC Capital Advisory Services

Limited

2. Mr. Mukesh Kumar Goel Father’s name: Mr. Madho Ram Goel Designation: Director (Commercial) and Whole-time director Date of Appointment: July 27, 2007 DIN: 00239813 Nationality: Indian Age: 54 years

278D, Pocket-2, Mayur Vihar, Phase 1, Delhi, 110091, India

PTC India Ltd. Orissa Integrated Power Ltd. Sakhigopal Integrated Power Company

Ltd. Ghogarpalli Integrated Power

Company Ltd. PFC Consulting Ltd. Tatiya Andhra Mega Power Ltd. PTC India Financial Services Ltd. PFC Green Energy Limited.

3. Mr. Rajeev Sharma Father’s name: Mr. B. D. Sharma Designation: Director (Projects) and Whole-time Director Date of Appointment: March 09, 2009 DIN: 00973413 Nationality: Indian Age: 51 years

594, Pocket - E, Mayur Vihar, Phase II, Delhi, 110091, India

Chhattisgarh Surguja Power Ltd. Coastal Karnataka Power Ltd. Energy Efficiency Services Ltd. PFC Green Energy Limited. PFC Capital Advisory Services

Limited

4. Mr. Radhakrishnan Nagrajan

Father’s name: Late Mr. S. Radhakrishnan Designation: Director (Finance) and Whole-time director Date of Appointment: July 31, 2009 DIN: 00701892 Nationality: Indian Age: 54 years

Flat No. 3C, Pocket A - 10, Kohinoor Apartments,, Kalkaji Extn., New Delhi, 110019, India

Coastal Tamil Nadu Power Ltd. Coastal Maharashtra Mega Power Ltd. PFC Consulting Ltd. National Power Exchange Ltd. PFC Green Energy Limited. PFC Capital Advisory Services

Limited

5. Mr. Devender Singh Father’s name: Mr. Karan Singh Panwar

E-244, Naraina Vihar, New Delhi, 110028,

Rural Electrification Corporation Ltd. Energy Efficiency Services Ltd.

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Designation: Government Nominee Director Date of Appointment: March 05, 2009 DIN: 01792131 Nationality: Indian Age: 49 years

India

6. Mr. Ravindra Harshadrai Dholakia Father’s name: Mr. H.L. Dholakia Designation: Independent Director Date of Appointment: December 22, 2009 DIN: 00069396 Nationality: Indian Age: 58 years

313, Indian Institute of Management (IIM), Vastrapur, Ahmedabad, 380015, India

The State Trading Corporation of India Ltd.

Mundra Port & Special Economic Zone Ltd.

7. Mr. P. Murali Mohana Rao Father’s name: Mr. P. Viswanatham Designation: Independent Director Date of Appointment: December 22, 2009 DIN: 01909611 Nationality: Indian Age: 53 years

Plot No. 61, Avanthi Nagar, Basheerbagh, Hyderabad, 500029, India

Nil

8. Mr. Suresh Chand Gupta Father’s name: Late Mr. O.P. Gupta Designation: Independent Director Date of Appointment: February 25, 2010 DIN: 00541198 Nationality: Indian Age: 57 years

20, Shri Ram Road, Civil Lines, Delhi - 110054, India.

UAE Exchange & Financial Services Ltd.

Union KBC Asset Management Company Private Limited

9. Mr. Ajit Prasad Father’s name: Mr. M. M. Prasad Designation: Independent Director Date of Appointment: October 08, 2010 DIN: 03302219 Nationality: Indian Age: 53 years

A-640, Sarita Vihar, New Delhi, 110044, India

NIL

10. Mr. Krishna Mohan Sahni Father’s name: Late Shri A.D. Sawhney Designation: Independent Director Date of Appointment: December 31, 2010 DIN: 02103128 Nationality: Indian Age: 64 years

House No 38, Pocket 2, Jasola Vihar, New Delhi- 110 025, India

Omnibus Industrial Development Corporation of Daman Diu and Dadra Nagar Haveli Limited

National Multi Commodity Exchange of India Ltd.

None of our Directors are related to each other.

All our Directors are appointed by the President of India acting through the MoP, who is our major shareholder presently holding 73.72% of the paid-up equity share capital of our Company. Besides this, there are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the Directors were selected as a Director or member of the senior management. Brief Profiles of the Directors is given below: Mr. Satnam Singh, 53 years, is the Chairman and Managing Director of our Company since August 1, 2008. He joined the Board as director (Finance and Financial Operations) on February 1, 2005. Mr. Singh heads our Company and provides strategic direction and guidance to all activities of our Company. Mr. Singh joined our Company in 1996. Mr. Singh holds a Bachelor’s degree in Commerce from Guru Nanak Dev University, Amritsar and a Master’s degree in Business Administration from Panjab University. Mr. Singh has experience in the power and financial sectors. He was

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involved in the IPO of our Company in 2007. He was director (Finance and Financial Operations) on the Board when our Company transitioned from a ‘Mini-Ratna’ to a ‘Navratna’ company. He was a member of the APDRP Steering Committee constituted by the GoI. He has been nominated to be a part of a high level panel approved by the Prime Minister of India on "Financial Position of Distribution Utilities" to suggest measures to improve the viability of the power distribution sector. He is also the member of a High Level Committee on Financing Infrastructure constituted under the chairmanship of Dr. Rakesh Mohan. He has been conferred with various awards namely "Power Today Person of the Year, 2010", he was admitted as "Distinguished Fellowship" by the Institute of Directors, "Bharat Siromani Award" for the year 2008-2009 and "CEPM – PMA Honorary Fellowship Award". Mr. Mukesh Kumar Goel, 54 years, is the Director (Commercial) and is in-charge of commercial division. He joined the Board on July 27, 2007. He holds a Bachelor’s degree in Technology (Electrical Engineering) from Kanpur University. Mr. Goel has experience in the power sector of over two decades. Prior to joining our Company on November 22, 1988, he worked with NHPC Limited. He has been involved in introducing reforms in SPUs, steering R-APDRP of the GoI and overseeing the human resource functioning, information technology and legal activities of our Company. Mr. Rajeev Sharma, 51 years, is the Director (Projects) and is responsible for all functions of projects division including technical appraisal of the projects financed by our Company. He joined the Board on March 9, 2009. He holds a Bachelors degree in Technology (Electrical Engineering) from Govind Ballabh Pant University, Pantnagar, a Post Graduate Diploma (Electronics and Communication Engineering) and a Masters degree in Engineering (Electrical Engineering) from the University of Roorkee (now known as Indian Institute of Technology, Roorkee). He also holds a Masters degree in Business Administration from University of Delhi. Even prior to joining our Company in August 2005, he has been associated with the power sector. As an executive director of our Company, he was director (in-charge) for development of the Krishnapatnam UMPP and was responsible for implementation of R-APDRP in India. In addition, he also looked after the southern States for project appraisal and functions of human resources and administration of our Company.

Mr. Radhakrishnan Nagarajan, 54 years, is the Director (Finance) and is responsible for all functions of the finance division. He joined the Board on July 31, 2009. He holds a Bachelor’s degree in Commerce from University of Madras and is a qualified Chartered Accountant, Cost Accountant and a certified associate of the Indian Institute of Bankers. Mr. Nagarajan has experience in the financial sector, having worked with Andhra Bank and our Company in various positions. He joined our Company in 1994 and has been holding the post of executive director (Finance) since January 2008 during which he was overseeing various business activities relating to IPO, resource mobilization, banking, treasury, disbursement, recovery, internal audit, power exchange, asset liability and risk management.

Mr. Devender Singh, 49 years, is a nominee Director of the GoI and is presently the joint secretary to the MoP. He joined the Board on March 5, 2009. Mr. Singh is a 1987 batch IAS officer of the Haryana cadre. He holds a Bachelor’s degree in Electronics and Communication from the Delhi College of Engineering, Delhi and a Master’s degree in Business Administration from the Indian Institute of Management (“IIM”), Ahmedabad. Mr. Singh has an experience of working in various government departments such as in the capacity of managing director of Haryana Dairy Development Cooperative Federation Limited and Haryana State Cooperative Supply and Marketing Federation Limited, Chandigarh and also as director of the Department of Industries and Mines, deputy commissioner of Gurgaon and deputy commissioner of Karnal. Mr. Ravindra Harshadrai Dholakia, 58 years, is an Independent Director. He joined the Board on December 22, 2009. Mr. Dholakia was a post Doctoral Fellow in the University of Toronto and holds a PhD degree from Maharaja Sayajirao University of Baroda. He is a professor of Economics and Public Systems at IIM, Ahmedabad and has been on the faculty of IIM-Ahmedabad since 1985. He has experience in teaching economics to different groups such as students, executives, policymakers and senior government officers. He was a member of the 6th Central Pay Commission in India and has written several monographs, books, research papers published in journals of national and international repute. Mr. P. Murali Mohana Rao, 53 years, is an Independent Director. He joined the Board on December 22, 2009. Mr. Rao holds a Bachelor's degree in Commerce from Andhra University and is a qualified Chartered Accountant. He has been practicing for over 25 years. Mr. Suresh Chand Gupta, 57 years, is an Independent Director. He joined the Board on February 25, 2010. Mr. Gupta is a qualified Chartered Accountant and holds a Bachelor’s degree in Commerce from Punjab University, Chandigarh as well as a Bachelor’s degree in Law from University of Delhi. In the past, he has held directorships in various banks and companies. He is also a senior partner in a chartered accountancy firm.

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Mr. Ajit Prasad, 53 years, is an Independent Director. He joined the Board on October 8, 2010. He holds a Master’s degree in Economics from University of Delhi and a Post Graduate Diploma in Management from the International Management Institute. He also holds a Ph.D. from Patna University. He has been involved with various organizations as an academician. His publications and research interests are in the areas of corporate planning, strategic thinking and governance along with a focus on ethics and corporate social responsibility.

Mr. Krishna Mohan Sahni, 64 years, is an Independent Director. He joined the Board on December 31, 2010. He holds a Bachelor’s degree in English literature and a Master’s degree in History from University of Delhi. He is a 1969 batch IAS officer of the Union Territory cadre. He has held various positions such as Secretary to the Ministry of Labour and Employment, GoI, additional secretary to Ministry of Agriculture, GoI, principal secretary to the General Administration Department and Tourism, Government of Delhi, principal secretary (Power), GoI, chairman and managing director of Delhi Transco Limited and Delhi Financial Corporation, managing director of Delhi Tourism Development Corporation Limited (now known as Delhi Tourism and Transportation Development Corporation Limited) and Delhi State Industrial Development Corporation Limited (now known as Delhi State Industrial and Infrastructure Development Corporation Limited). 

Relationship with other Directors

None of the Directors of the company are, in any way, related to each other.

Borrowing Powers of our Directors

Subject to the Memorandum and Articles of Association of our Company, the Shareholders at its meeting held on September 25, 2007, passed a resolution under Section 293(1)(d) of the Act, according approval to the Board of Directors of the company, for borrowings upto a total amount of ` 1,00,000 crores (Rupees one lakh crore only) in Indian rupees and in any foreign currency equivalent to US $ 4000 million (four thousand million US Dollars only), for the purpose of the business of the company. The aggregate value of the Bonds offered under this Draft Shelf Prospectus, together with the existing borrowings of our Company, is within the approved borrowing limits of ` 1,00,000 crores (Rupees one lakh crores only).

The Issue of Bonds offered under this Draft Shelf Prospectus is being made pursuant to the resolution passed by the Board of Directors at its Meeting held on March 17, 2011.

Shareholding of Directors

Sr. No. Name of Director No. of Shares

1 Mr. Satnam Singh 25,155 2 Mr. M.K. Goel 10,283 3 Mr. Rajeev Sharma 16,287 4 Mr. R. Nagarajan 25,200 5 Mr. Devender Singh* 700 *Holding Equity Shares in our Company as a nominee of our Promoter i.e. President of India acting through the MoP. For further details of our shareholding pattern, refer to “Capital Structure” on page 42.

As per Articles of Association of the company, directors are not required to hold any qualification shares.

Details of Appointment and Term of our Directors

S. No.

Name of Director MoP Order No. Term

1. Mr. Satnam Singh No. 8/3/2007 – PF dated August 7, 2008*

5 years with effect from August 1, 2008 or until the date of superannuation or until further orders, whichever event occurs earliest.

2. Mr. Mukesh Kumar Goel

No. 8/1/2006-PFC dated July 27, 2007

5 years with effect from the date of taking charge of the post or until the date of superannuation or until further orders, whichever event occurs earliest.

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S. No.

Name of Director MoP Order No. Term

3. Mr. Rajeev Sharma No. 8/5/2008-PF Desk dated March 9, 2009

5 years with effect from the date of taking charge of the post or until the date of superannuation or until further orders, whichever event occurs earliest.

4. Mr. Radhakrishnan Nagarajan

No. 8/1/2008 – PF dated July 31, 2009

5 years with effect from the date of taking charge of the post or until the date of superannuation or until further orders, whichever event occurs earliest.

5. Mr. Devender Singh No. 1/1/2009 – Adm.II dated March 5, 2009

With effect from March 5, 2009 and until further orders.

6. Mr. Ravindra Harshadrai Dholakia

No. 8/1/2009 – PF Desk dated December 22, 2009

3 years with effect from December 22, 2009 or until further orders, whichever event occurs earliest.

7. Mr. P. Murali Mohana Rao

No. 8/1/2009 – PF Desk dated December 22, 2009

3 years with effect from December 22, 2009 or until further orders, whichever event occurs earliest.

8. Mr. Suresh Chand Gupta

No. 8/1/2009 – PF Desk dated February 25, 2010

3 years with effect from February 25, 2010 or until further orders, whichever event occurs earliest.

9. Mr. Ajit Prasad No. 8/1/2009 – PF Desk dated October 8, 2010

3 years with effect from October 8, 2010 or until further orders, whichever event occurs earliest.

10. Mr. Krishna Mohan Sahni

No. 8/1/2009 – PF Desk dated December 31, 2010

3 years with effect from December 31, 2010 or until further orders, whichever event occurs earliest.

* Read with MoP Order No. 8/3/2007-PF dated June 27, 2008

Remuneration of Directors

A. Managing Director and Whole Time Directors

The following table sets forth the details of remuneration paid to the Whole Time Director during the Fiscal 2011: (In ` crores)

Name of the Director

Salary

Company contribution to Provident Fund

Total

Mr. Satnam Singh 0.36 0.02 0.38 Mr. M.K. Goel 0.38 0.02 0.40 Mr. Rajeev Sharma 0.36 0.02 0.38 Mr. R. Nagarajan 0.31 0.02 0.33 B. Independent Directors

The Independent Directors do not have any material pecuniary relationship or transaction with the company. However, they were paid sitting fee for attending the meetings of the Board of Directors and Committee of Directors, as set forth under the following table, during the Fiscal 2011:

(In ` crores) Name of the Independent

Director Sitting Fees Total

Board Meetings Committee Meetings Mr. Ravindra H. Dholakia 0.02 0.03 0.05 Mr. P. Murali Mohana Rao 0.02 0.03 0.05 Mr. S.C. Gupta 0.02 0.01 0.03

107

Mr. Ajit Prasad 0.01 0.01 0.02 Mr. Krishna Mohan Sahni 0.005 0.001 0.006 Mr. Devender Singh, being a nominee of the GoI, is not entitled to remuneration or sitting fee or any other remuneration from our Company.

Changes in our Board during the last three years

The changes in our Board in the last three years are as follows:

Name Date of Appointment Date of Cessation ParticularsMr. Satnam Singh February 1, 2005 August 1, 2008 Nomination withdrawn by MoPMr. Satnam Singh August 1, 2008

Continuing Appointment

pursuant to MoP Order Mr. Anil Kumar April 11, 2008 March 18, 2009 Nomination withdrawn by GoI Mr. Devender Singh March 05, 2009 - Government nominee Mr. Rajeev Sharma March 09, 2009 - Appointment Mr. Rakesh Jain June 25, 2009 January 6, 2011 Nomination withdrawn by GoI Mr. B.K. Mittal June 29, 2006 June 28, 2009 Cessation Mr. G.P. Gupta June 29, 2006 June 28, 2009 Cessation Mr. S. K. Bhargava June 29, 2006 June 28, 2009 Cessation Mr. P.G. Apte June 29, 2006 June 28, 2009 Cessation Mr. R. Nagarajan July 31, 2009 - Appointment Mr. P. Murali Mohana Rao December 22, 2009 - Appointment Mr. R.H. Dholakia December 22, 2009 - Appointment Mr. S.C. Gupta February 25, 2010 - Appointment Mr. Ajit Prasad October 08, 2010 - Appointment Mr. Krishna Mohan Sahni December 31, 2010 - Appointment

Interests of our Directors

Except as otherwise stated in “Financial Statements – Related Party Transactions” our company has not entered into any contract, agreements and arrangement during the two years preceding the date of this Draft Shelf Prospectus in which the directors are interested directly or indirectly and no payments have been made to them in respect of such contracts or agreements.

All our Directors, including our independent Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration and reimbursement of expenses payable to them.

Our Directors, may also be regarded as interested, to the extent they, their relatives or the entities in which they are interested as directors, members, partners or trustees, are allotted Bonds pursuant to this Issue, if any.

Corporate Governance

Our Equity Shares are listed on the Stock Exchanges and our Company has adopted corporate governance practices in accordance with Clause 49 of the Equity Listing Agreements, entered into with the Stock Exchanges.

Our Company did not comply with certain provisions of the Equity Listing Agreements relating to composition of board of directors for certain quarters of 2010. However, as on the date of this Draft Shelf prospectus, our Company is in compliance with the requirements of Clause 49 of the Equity Listing Agreements in relation to the composition of its board of directors. Presently, our Board has 10 directors, of which 5 are Independent Directors. We have constituted an Audit Committee and a Shareholders’ and Investor Grievance Committee as per the requirements of Clause 49 of the Equity Listing Agreements. Whilst the constitution of Remuneration Committee is not mandatory under the Equity Listing Agreements, we have constituted a Remuneration Committee in accordance with the guidelines issued by DPE which are applicable to all central public sector enterprises. Our Board functions either as a full Board or through various committees constituted to oversee specific operational areas.

108

Committees of Board of Directors

Our Board has constituted the following committees of Directors:

i.) Audit Committee

ii.) Remuneration Committee

iii.) Shareholders’/Investors’ Grievance Committee

iv.) Loans Committee

v.) Committee of Functional Directors

vi.) Risk Management Committee

vii.) Committee of Directors for Investment in IPO of Central Power Sector Undertakings (CPSUs)

viii.) Ethics Committee

The details of these committees are set forth below:

A. Audit committee

The audit committee met 9 times during the fiscal 2011. As on date, the Audit Committee comprises of the following members:

1. Mr. P. Murali Mohana Rao Chairman

2. Mr. Ravindra H. Dholakia Member

3. Mr. Rajeev Sharma Member

4. Mr. Ajit Prasad Member

Scope and terms of reference The role and terms of reference of Audit Committee is in line with the requirements of Clause 49 of the Listing Agreement read with Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee includes the following:

• To investigate any activity within its terms of reference. • To seek information from any employee. • To obtain legal or other professional advice. • To secure attendance of outsiders with relevant expertise, if it is considered necessary. • Oversight of the company’s financial reporting process and disclosure of its financial information to ensure that the

financial statement is correct, sufficient and creditable. • Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for

payment for any other services. • Reviewing with management the annual financial statement before submission to the Board, focusing primarily on

:- Any change in accounting policy and practices. Major accounting entries based on exercise of judgment by the management. Qualification in draft audit report. Significant adjustment arising out of audit. Compliance with accounting standard. Compliance with Stock Exchange and Legal requirement concerning financial statement. Any related party transaction i.e. transaction of the Company of material nature, with promoters or the

management, their subsidiary or relatives etc. that may have potential conflict with the interest of the company at large.

Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

• Reviewing with management, external and internal auditor, the adequacy of internal control system and suggestion

109

for implementation for the same. • Reviewing the adequacy of internal audit function including the structure of internal audit department, staffing and

seniority of the officials heading the departments, reporting structure coverage and frequency of internal audit. • Discussion with internal auditor and significant finding and follow up thereon. • Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected

fraud or irregularity or a failure of internal control system of a material nature and reporting the matters to the Board.

• Discussion with external auditor before the audit commences, and nature of scope of audit as well as post audit discussion to ascertain any area of concern.

• Reviewing the companies financial and risk management policy. • To look into the reasons for substantial default in the payment to the depositors, debentures holders, shareholders

and creditors. • It shall have discussion with auditors periodically about internal control system, the scope of audit including the

observation of the auditors & review the quarterly, half yearly & annual financial statement before submission to the Board, it shall ensure compliance of internal control system.

• Approval of payment to statutory auditors for any other services rendered by statutory auditors. • Reviewing the Management discussion and analysis of financial condition and results of operations. • Formulation of Whistle Blower Policy and recommending the same to Board for approval and review the

functioning of the Whistle Blower Mechanism and also to protect the Whistle Blowers. • Reviewing the follow up action on the audit observation of the C&AG audit. • Reviewing the follow up action taken on the recommendations of Committee on Public Undertakings (COPU) of

the Parliament.

• Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

B. Remuneration Committee

The remuneration committee met 6 times during the fiscal 2011. As on date, the Remuneration Committee comprises of the following members:

Mr. Ravindra H. Dholakia Chairman Mr. P. Murali Mohana Rao Member Mr. S.C. Gupta Member Mr. M.K. Goel, Director (ID&A) Permanent Invitee Mr. R. Nagarajan, Director (F&FO) Permanent Invitee

Scope and terms of reference

The appointment of Directors and payment of their remuneration are decided by President of India as per the Articles of Association of the Company. However, in line with the requirement under Department of Public Enterprises (DPE) guidelines for implementation of revised pay scales, the company constituted a Remuneration Committee on 29th January, 2010 headed by an Independent Director to decide the quantum of annual/variable pay and policy for its distribution across the executives and non unionized supervisors, within the prescribed limits.

C. Shareholders’/Investors’ Grievance Committee

The Shareholders’/Investors’ Grievance committee met 3 times during the fiscal 2011.As on date, the Shareholders’ Grievance Committee comprises of the following members:

Mr. P. Murali Mohana Rao Chairman Mr. M. K. Goel Member Mr. R. Nagarajan Member

Scope and terms of reference The Company has a Shareholders’/Investors’ Grievance Committee of Directors to look into the redressal of the complaints of investors such as delay in transfer of shares, non-receipt of annual report/dividend etc.

110

D. Loans Committee

The Loans Committee met 3 times during the Fiscal 2011. As on date, the Committee comprises of the following members:

Mr. Satnam Singh Chairman Mr. Devender Singh Member Mr. M.K. Goel Member Mr. Rajeev Sharma Member Mr. R. Nagarajan Member Mr. K.M. Sahni Member

Scope and terms of reference The Loans Committee of the Directors has been constituted for sanctioning of financial assistance up to ` 500 crore to individual schemes or projects including enhancement of financial and lease assistance and relaxation of eligibility conditions, subject to overall ceiling of ` 10,000 crore in a financial year.

E. Committee of Functional Directors

The Committee of Functional Directors met 4 times during the fiscal 2011. As on date, the Committee comprises of the following members:

Mr. Satnam Singh Chairman Mr. M.K. Goel Member Mr. Rajeev Sharma Member Mr. R. Nagarajan Member

Scope and terms of reference The Committee of Functional Directors has been constituted for (i) sanctioning of financial assistance upto ` 100 crore to individual schemes or projects including enhancement of financial and lease assistance and relaxation of eligibility conditions, subject to overall ceiling of ` 4,000 crore in a financial year. (ii) relaxation of eligibility and other conditions of sanction as mentioned in the operational policy statement and other policy framed by the Board in respect of financial assistance up to ` 100 crore for individual schemes/ projects, including the loans already sanctioned; and (iii) sanction of lease assistance within the overall policy framed by Board above ` 20 crore and up to ` 50 crore.

F. Risk Management Committee

The Risk Management Committee met 43 times during the fiscal 2011. As on date, the Committee comprises of the following members:

Mr. M.K. Goel Chairman Mr. Rajeev Sharma Member Mr. R. Nagarajan Member

*The unit head of AL&RM unit to be the Secretary of the Risk Management Committee Scope and terms of reference

The Risk Management Committee’s main function is to monitor various risks likely to arise and to examine the various risk management policies and practices adopted by the Company. Also to initiate action for mitigation of risk arising in the operation and other related matters of the Company.

G. Committee of Directors for Investment in IPO of Central Power Sector Undertakings (CPSUs)

The Committee of Directors for Investment in IPO of Central Power Sector Undertakings (CPSUs) comprises of the following members:

Mr. Satnam Singh Chairman Mr. R. Nagarajan Member Mr. K.M. Sahni Member

111

Scope and terms of reference The Committee for Investment in IPO of Central Power Sector Undertakings (CPSUs) is formed for approving equity investment in IPOs of CPSUs and also other related matters like exit/sale decisions, the number of shares to be applied through IPO, individual investment limit in each company on case to case basis, etc.

H. Ethics Committee

As on date, the Committee comprises of the following members:

Mr. Satnam Singh Chairman Mr. R.H. Dholakia Member Mr. Ajit Prasad Member

Scope and terms of reference 1. To ensure that ethical business practices are being followed in managing the affairs of the Company. 2. To ensure that all business dealings with clients and suppliers are carried out with utmost transparency and

integrity and the company’s interest is not compromised. 3. To ensure that the business and affairs of the Company are carried out in accordance witht the applicable laws,

rules and regulations. 4. To ensure that all the disclosures made by the company are full, fair, accurate and timely and does not in any way

harm, defame or discredit the Company. 5. To monitor the implementation of the “Code of Conduct and recommend additions/deletions in the code to the

Board of Directors.” Payment or Benefit to Officers of our Company

Our Company follows a pay structure in conformity with the guidelines issued by DPE from time to time. Our Company also has in place various incentive schemes as a part of its compensation strategy to increase productivity and reward performance. Monetary benefits are paid to the employees on the basis of their individual and group performance.

Further, except certain post retirement medical benefits and statutory benefits on superannuation, no officer of our Company is entitled to any benefit on superannuation.

Our Board and shareholders have approved an employee stock option scheme, in compliance with the

ESOP guidelines. However, no options have been granted under such scheme titled “PFC ESOP 2010”, as on date.

On retirement, our employees are entitled to superannuation benefits. No officer or other employee of our Company is entitled to any benefit on termination of his employment in our Company, other than statutory benefits such as provident fund and gratuity in accordance with the applicable laws.

Managem

Abbrevia

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112

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113

STOCK MARKET DATA FOR OUR EQUITY SHARES/DEBENTURES The stock market data for the Equity Shares/non-convertible debentures issued by our Company listed on the NSE and /or BSE are set forth below. Stock market data for issued debentures which are listed only on NSE has been given separately. The debentures for which data is not stated are infrequently traded on the respective stock exchange(s).

1. Equity Shares

Our Company’s Equity Shares are listed on the BSE and NSE. As our Company’s shares are actively traded on the NSE and BSE, stock market data has been given separately for each of these Stock Exchanges.  1. The high and low closing prices recorded on NSE (as applicable) during the last three years and the number of equity shares traded on the days the high and low prices were recorded are stated below.  

NSEYear ended March

31

High (`)

Date of High

Volume on date of high

(no. of equity shares)

Low (`)

Date of Low Volume on date of low

(no. of equity shares)

Average price for the year

(`)

2011 380.60 October 13, 2010 383,682 220.85 March 22, 2011 1,256,092 304.83 2010 282.70 January 14, 2010 849,406 134.50 April 13, 2009 1,187,117 224.18 2009 186.55 May 5, 2008 5,948,464 90.65 October 27,

2008 244,403 130.17

Source: www.nseindia.com (1) Average computed based on number of trading days during the year

2. The high and low prices and volume of equity shares traded on the respective dates during the last six months are as follows:  

NSE Month High

(`) Date of High

Volume on date of high

(no. of equity shares)

Low (`)

Date of Low Volume on date of low

(no. of equity shares)

Average price for

the month (`)

August 2011 187.85 August 1, 2011 2,137,916 133.05 August 26, 2011 4,185,307

161.51

July 2011 216.85

July 18, 2011 8,003,233

184.15

July 29, 2011 4,982,644

200.39

June 2011 205.20

June 2, 2011 3,136,014

170.95

June 21, 2011 4,206,632

190.80

May 2011 231.60

May 2, 2011 1,167,260

199.50

May 27, 2011 34,397,038

212.47

April 2011 261.15

April 7, 2011 658,827 223.35 April 25, 2011 2,457,917 242.72

March 2011

267.50 March 4, 2011 1,280,082 220.85 March 22, 2011 1,256,092 243.65

Source: NSE The average price has been computed based on the daily closing price of equity shares.

3. The high and low closing prices recorded on BSE (as applicable) during the last three years (or such lesser period as may be applicable) and the number of equity shares traded on the days the high and low prices were recorded are stated below.

BSE Year ended

High (`)

Date of High

Volume on date of high

Low (`)

Date of Low Volume on date of low

Average price for

114

March 31

(no. of equity shares)

(no. of equity shares)

the year (`)

2011 379.9 October 13, 2010 57,162 221.35 March 22, 2011 110,631 304.62 2010 281.75 January 14, 2010 215,358 134.50 April 13, 2009 222,346 224.07 2009 186.65 May 5, 2008 2,173,420 90.40 October 27,

2008 412,604 130.12

Source: www.bseindia.com (1) Average computed based on number of trading days during the year

 4. The high and low prices and volume of equity shares traded on the respective dates during the last six months are as follows:  

BSE Month High

(`) Date of High

Volume on date of high

(no. of equity shares)

Low (`)

Date of Low Volume on date of low

(no. of equity shares)

Average price for

the month

(`) August 2011 187.65 August 1, 2011 244798 132.9 August 26, 2011 7,48,769 161.50

July 2011 216.85 July 18, 2011 775247 184.15 July 29, 2011 623336 200.28 June 2011

205.05 June 2, 2011 998673 171 June 21, 2011 311392 190.72

May 2011

231.7 May 2, 2011 166831 199.45 May 27, 2011 10861829 212.48

April 2011

260.95 April 7, 2011 110064 223.95 April 25, 2011 101328 242.59

March 2011

266.65 March 4, 2011 144713 221.35 March 22, 2011 110631 243.53

Source: BSE The average price has been computed based on the daily closing price of equity shares.

 The stock market data for the nonconvertible debentures issued by our Company listed on the NSE is appended as Annexure (III)  

   

   

115

FINANCIAL INDEBTEDNESS

Details of financial indebtedness as on 30th June, 2011:

Bonds Outstanding as on June 30, 2011 Issued by our Company:

Set forth below is a brief summary of our significant outstanding bonds as on June 30, 2011 together with a brief description of certain significant terms of such financing arrangements.

(i) Taxable Bonds (secured by means of government guarantee):

Our Company has issued government guaranteed bonds, on private placement basis outstanding as on June 30, 2011 two series aggregating to ` 22 Crs. The details of these bonds are as follows:

S.No. Nature of the Bonds Interest/Coupon Rate Redemption Amount (in `crores) 1. SLR non-cumulative bonds (IV

Series) of face value ` 22 crores, 2007 allotted on February 10, 1992.

12% per annum Principal amount is to be redeemed on February 10, 2012.

22.00

(ii) Other Taxable Bonds issued by our Company: Our Company has issued Taxable bonds, on private placement basis outstanding as on June 30, 2011 are below mentioned series aggregating to ` 61,096.38 Crores. The details of these bonds are as follows: Taxable Non- Convertible Redeemable Bonds (Unsecured):

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

1. United Bank of India

Taxable, unsecured, non-convertible, redeemable bonds (2012) (XI Series) in the nature of debentures allotted on February 20, 2002 of the aggregate value ` 774.08 crores. (1)(2)

9.25% Principal amount is redeemable at the end of the 10th year from February 20, 2002 with put and call option at the end of seven years from February 20, 2002.

744.08

2. IL& FS Trust Company Limited

Unsecured, redeemable, non- convertible, taxable, bonds (2022) XIX Series in the nature of debentures of the face value ` 0.10 crores each aggregating to ` 750 crores. The discounted value of the bonds was ` 157.958 crores, allotted in December 30, 2002. (1)(2) The notional value of the bonds as on June 30, 2011 was ` 306.50 crores.

Zero coupon Principal amount is redeemable on the expiry of 20 years from December 30, 2002.

750.00

3. IL& FS Trust Company Limited

Unsecured, redeemable, non- convertible, transferable, taxable bonds (2017) (XVIII Series) in the nature of debentures with separately transferable redeemable principal parts of ` 0.10 crores each of an aggregate nominal value of ` 250 crores allotted on November 13, 2002 to Life Insurance Corporation of India.(1)(2)(3)

7.87% Principal amount is redeemable in 10 equal annual installments of ` 25 crores beginning from the date next to the expiry of sixth year after an initial moratorium period of five years from November 13, 2002.

175.00

116

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

4. IL& FS Trust Company Limited

Unsecured, redeemable, non- convertible, transferable, taxable bonds (2017) (XVII Series) in the nature of debentures with separately transferable redeemable principal parts of ` 0.10 crores each of an aggregate nominal value of ` 250 crores allotted on October 3, 2002. (1)(2)

8.21% Principal amount is redeemable in 10 equal annual installments of ` 25 crores beginning from the date next to the expiry of sixth year after an initial moratorium period of five years from October 3, 2002.

175.00

5. IDBI Trusteeship Services Limited

The following bonds were allotted in November 2, 2004: • Unsecured redeemable,

non- convertible, non-cumulative taxable bonds (2011) (XXIA Series) in the nature of debentures of the face value of Rs. 0.10 crores each aggregating to ` 301 crores (“Series XXIA”); and

• 7% unsecured redeemable, non- convertible, non-cumulative taxable bonds (2011) (XXIB Series) in the nature of debentures of the face value of ` 0.10 crores each aggregating to ` 168.80 crores (“XXIB Series”).

XXIA Series: 6.80% and

XXIB Series: 7%.

Principal amount is redeemable at par at the on the following dates: XXIA Series: November 2, 2011, with a put and call option at the end of five years from the date of allotment. and XXIB Series: November 2, 2014, with a put and call option at the end of seven years from the date of allotment.

86.00

168.80

6 United Bank of India

Taxable, unsecured, non-convertible, redeemable bonds (2011) (X Series) in the nature of debenture with separately transferable redeemable principal parts aggregating to ` 354.00 crores allotted on November 23, 2001. (1)(2). **

9.70% 15% redeemable in the first instalment at the end of the fourth year. Second, Third, Fourth, Fifth and Sixth instalment of 14% each redeemable at the end of the firth, sixth, seventh, eighth and ninth year and balance 15% at the end of the 10th year from November 23, 2001.

53.10

7. Western India Trustee & Executor Company Limited

Unsecured, redeemable, non- convertible, non-cumulative, taxable bonds in the nature of debentures (2012) (XXIII Series) with the face value of ` 0.10 crores each aggregating to ` 202.70 crores, allotted on July 5, 2005. (2)

7% Principal amount is redeemable at par at the end of seven years from July 5, 2005 with a put/call option at the end of five years from July 5, 2005.

202.70

8 Western India Trustee & Executor Company Limited

Unsecured, redeemable, non- convertible, non-cumulative, taxable bonds in the nature of debentures (2015) (XXV Series) with the face value of ` 0.10 crores aggregating to ` 1734.70 crores with a right to retain over subscription, allotted on December 30, 2005. (2)

7.60% Principal amount is redeemable at par at the end of 10 years from December 30, 2005.

1734.70

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Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

9 Western India Trustee & Executor Company Limited

Unsecured, redeemable, non- convertible, non-cumulative, taxable bonds in the nature of debentures (2016) (XXVI Series) with the face value of ` 0.10 crores aggregating to ` 461.80 crores allotted on February 24, 2006.

7.95% Principal amount is redeemable at par at the expiry of 10 years from February 24, 2006.

1261.80

10. Western India Trustee & Executor Company Limited

Unsecured, redeemable, non- convertible, non-cumulative, taxable bonds in the nature of debentures (2016) (XXVII A Series) with the face value of ` 0.10 crores aggregating to ` 1000.00 crores allotted on March 17, 2006 (“XXVII A Series”).

Unsecured, redeemable, non- convertible, non-cumulative, taxable bonds in the nature of debentures (2013) (XXVII B Series) with the face value of ` 0.10 crores aggregating to ` 850 crores allotted on March 17, 2006 (“XXVII Series”).

XXVII A Series: 8.20% and

XXVII Series: 8.09%

XXVII A Series: Principal amount is redeemable at par at the expiry 10 years from March 17, 2006; and

XXVII Series: Principal amount is redeemable at par at the end of seven years from March 17, 2006.

1000.00

850.00

11 IDBI Trusteeship Services Limited

Unsecured, redeemable, non- convertible, non-cumulative, taxable bonds in the nature of debentures (2011) (XXII Series) with the face value of ` 0.10 crores aggregating to ` 1040.70 crores with a right to retain over subscription, allotted on December 24, 2004. (2)

7% Principal amount is redeemable on December 24, 2011 with a put and call option at the end of five years from December 24, 2004

694.30

12. IL&FS Trust Company Limited

Unsecured, redeemable, non- convertible, taxable bonds in the nature of debentures (2017) (XIII Series) with the face value of ` 0.010 crores aggregating to ` 190 crores, allotted ` 125 crores on May 16, 2002 and ` 65 crores on May 24, 2002. (1)(2)

9.60% Principal amount is redeemable at par on the expiry of 15 years from the dates of allotment.

190.00

13. IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2021)(XXVIII Series) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 600 crores allotted on May 31, 2006.

8.85% Principal amount is redeemable at the expiry of fifteen years from the date of allotment.

600.00

14. IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2016 and 2011)(XXIX Series A and B) respectively in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 250 crores and ` 3,00 crores allotted on

Series A-8.80% and

Series B-8.55%

Series A-September 7, 2016 and Series B-September 7, 2011.

250.00

300.00

118

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

September 7, 2006. 15. IDBI

Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds 2011(XXX) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 480 crores allotted on October 9, 2006.

8.49% October 9 2011 480.00

16. IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2016)(XXXI Series A) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 1451.20 crores allotted on December 11, 2006.

Series A-8.78% Series A-December 11, 2016.

1451.20

17. IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds 2012(XXXII) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 578.50 crores allotted on February 19, 2007.

9.25% February 19 2012 578.50

18 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2012 and 2017)( 2012-Aand 2017 -B) in the nature of debentures of the face value ` 1 crores and aggregate value ` 122.00 crores and ` 5,61.50 crores allotted on March 22, 2007 respectively

Series A-9.80% and

Series B-9.90%

Series A-March 22, 2012 and

Series B- March 22, 2017.

122.00

561.50

19 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds 2017(XXXIV) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 500.50 crores allotted on March 30, 2007.

9.90% March 30 2017 500.50

20 Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds 2017(XXXV) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 530.00 crores allotted on May 18, 2007.

9.96% May 18 2017 530.00

21 Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2012)(XXXVI Series B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 436.30 crores allotted on June 15, 2007

Series B-10% Series B- June 15, 2012. 436.30

22 Western India Trustee & Executor Company

Taxable, unsecured, non-convertible, redeemable PFC bonds 2012(XXXVIII) in the nature of debentures of the face value ` 0.10 crores and

9.80% Sep 20 2012 1862.00

119

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

Limited aggregate value ` 1862.00 crores allotted on Sep 20, 2007.

23. Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2012 and 2017)(XL Series B and C) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 510.00 crores and ` 650.00 crores allotted on Dec 28, 2007

Series A-9.22% and

Series B-9.28%

Series A-Dec 28, 2012 and

Series B- Dec 28, 2017.

510.00

650.00

24. Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds 2013(XLI-B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 265.00 crores allotted on Jan 15, 2008.

8.94% Jan 15 2013

265.00

25. Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2013)(XLII Series B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 319.00 crores allotted on Feb15, 2008.

B-9.03% Series B- Feb 15, 2013 319.00

26. Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2013)(XLIII Series B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 271.60 crores allotted on March 12, 2008.

Series B-9.30% Series B- March 12 2013

271.60

27. Western India Trustee & Executor Company Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds 2013(XLIV) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 1260.30 crores allotted on March 25, 2008.

9.40% March 25 2013 1260.30

28. IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2013 and 2018)(XLVII Series B& C) in the nature of debentures of the face value ` 0.10 crores and aggregate value `495.30 crores and ` 780.70 crores allotted on June 09, 2008.

Series B-9.60% per annum. And Series C-9.68% per annum

Series B- June 09 2013 and Series C June 09 2018

495.30

780.70

29. IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2011 , 2013 and 2018)(XLVIII Series A , B& C) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 571.50 crores,`217.40 crores and ` 259.70 crores allotted on Jul 15, 2008.

Series A-10.75% per annum, Series B-

10.70% per annum. and Series C-10.55%

per annum

Series A-July 15 2011 ,Series B- July 15 2013 and Series C July 15 2018

571.50

217.40

259.70

30. IDBI Trusteeship

Taxable, unsecured, non-convertible, redeemable PFC

Series A-10.90% per annum and Series B-

Series A- August 11 2013 and Series B-

313.60

120

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

Services Limited

bonds (2013 and 2018)(XLIX Series A & B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 313.60 crores ,`428.60 crores allotted on Aug 11, 2008.

10.85% per annum. August 11 2018. 428.60

31 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2011 , 2013 and 2015)(50 Series A, B & C) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 143.00 crores, `78.40 crores and `80.80 crores allotted on Aug 25, 2008.

Series A-10.85% p.a. Series B 10.75% p.a. and Series C-10.70%

p.a.

Series A- August 25 2011, Series B- August 25 2013 and Series C – August 25 2015

143.00

78.40

80.80

32 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2011 , 2013 and 2018)(51 Series A, B & C) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 495.20 crores, `594.00 crores and `3024.40 crores allotted on Sep 15, 2008.

Series A-11.15%

Series B 11.10% and

Series C-11.00%

Series A- September 15 2011,

Series B- September 15 2013 and

Series C – September 15 2018

495.20

594.00

3024.40

33 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2013 , 2015 and 2018) (52 Series A, B & C) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 662.70 crores, `5.80 crores and `1950.60 crores allotted on Nov 28, 2008.

Series A-11.40%

Series B 11.30% and

Series C-11.25%

Series A- November 28 2013,

Series B- November 28 2015 and

Series C – November 28 2018

662.70

5.80

1950.60

34 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (Feb 2014) (54 Series) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 196.50 crores allotted on Feb 16th 2009.

Series 54 8.90% Series 54, 16th February 2014

196.50

35 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2012, 2014) ( Series 55- A & B) in the nature of debentures of the face value ` 1 crores and aggregate value ` 877.00 crores and ` 146.90 crores allotted on May 11th 2009

Series 55 A-6.90 % &

55 B-7.50 %

Series 55 A- 11th May 2012 &

Series 55 B-11th May 2014

877.00

146.90

36 IDBI Trusteeship Services Limited

Taxable unsecured non-convertible redeemable PFC bonds (2012) (Series 56 in the nature of debentures of the face value of 0.10 crores and aggregate value `525.00 crores and allotted on 9th July 2009.

Series 56 7.20% Series 56 9th July 2012 525.00

37 IDBI Trusteeship Services

Taxable unsecured non-convertible redeemable PFC bonds Series 57-B (2014,2019

Series 57-B 8.60% STRPP with redemption on 7th August 2014, 7th August 2019 and 7th

2599.50

121

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

Limited and 2024) in the nature of debentures of the face value of `0.30 crores and aggregate value `2599.50 crores and allotted on 7th August 2009

August 2024

38 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2012, 2014) ( Series 58- A & B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 100.00 crores and ` 331.10 crores allotted on September 17th 2009

Series 58-A 7.75%

Series 58-B 8.45%

Series 58 A- 17th September 2012 &

Series 58 B-17th September 2014

100.00

331.10

39 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2014, 2019) ( Series 59- A & B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 288.20 crores and ` 1216.60 crores allotted on October 15,2009.

Series 59-A 8.45%

Series 59-B 8.80%

Series 59 A- 15th October 2014 &

Series 59 B-15th October 2019.

288.20

1216.60

40 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2012, 2019) (Series 60- A & B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 175.00 crores and ` 925.00 crores allotted on November 20, 2009.

Series 60-A 1Y

INCMTBMK+135bps Series 60-B 1Y

INCMTBMK+179bps

Series 60 A-20th November 2012 & Series 60 B 20th November 2019.

175.00

925.00

41 IDBI Trusteeship Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 61 (2014,2019 and 2024) in the nature of debentures of the face value of `0.30 crores and aggregate value `1053.00 crores and allotted on 15th Dec 2009

Series 61-8.50% STRPP with redemption on 15th Dec 2014, 15th Dec 2019 and 15th Dec 2024

1053.00

42 IDBI Trusteeship Services Limited

Taxable, unsecured, non-convertible, redeemable PFC bonds (2020, 2025) (Series 62- A & B) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 845.40 crores and ` 1172.60 crores allotted on January 15, 2010.

Series 62-A 8.70%

Series 62-B 8.80%

Series 62 A- 15th Jan 2020 &

Series 62 B-15th Jan 2025.

845.40

1172.60

43 IDBI Trusteeship Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 63 (2015,2020 and 2025) in the nature of debentures of the face value of `0.30 crores and aggregate value `552.00 crores and allotted on 15th March 2010

Series 63-8.90% STRPP with redemption on 15th March 2015, 15th March 2020 and 15th March 2025

552.00

122

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

44 IDBI Trusteeship Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 64 (2015,2020 and 2025) in the nature of debentures of the face value of `0.30 crores and aggregate value `1476.00 crores and allotted on 30th March 2010

Series 64-8.95% STRPP with redemption on 30th March 2015 30th March 2020 and 30th March 2025

1476.00

45 PNB Investment Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 65 (2015,2020 and 2025) in the nature of debentures of the face value of `0.30 crores and aggregate value `4012.50 crores and allotted on 14th May 2010

Series 65-8.70% STRPP with redemption on 14th May 2015 14th May 2020 and 30th May 2025

4012.50

46 PNB Investment Services Limited

Taxable, unsecured, nonconvertible, redeemable PFC bonds (2020, 2025 & 2030) (Series 66- A, B & C) in the nature of debentures of the face value ` 0.10 crores and aggregate value ` 500.00 crores, ` 1532.00 crores and ` 633.00 crores allotted on June 15,2010.

Series 66-A 8.65%

Series 66-B 8.75%

Series 66-C 8.85%

Series 66 A- 15th June 2020, Series 66B- 15thJune 2025 & Series 66 C- 15th June 2030

500.00

1532.00

633.00

47 PNB Investment Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 67 (2012) in the nature of debentures of the face value of `0.10 crores and aggregate value `1100.00 crores and allotted on 15th July 2010

Series 67-7.10% 15th July 2012. 1100.00

48 PNB Investment Services Limited

Taxable unsecured non-convertible redeemable PFC bonds (Series 68-A,B) (2015,2020) in the nature of debentures of the face value of `0.10 crores and aggregate value `147.00 crores and ` 1424.00 Crores allotted on 4th August 2010

Series A- 8.25%

Series B- 8.70%

15th July 2015- Series A,

15th July 2020- Series B.

147.00

1424.00

49 PNB Investment Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 69 (2012) in the nature of debentures of the face value of ` 0.10 crores and aggregate value `950.00 crores and allotted on 15th September 2010

Series 69-7.89% 15th September 2012. 950.00

50 PNB Investment Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 70 (2020) in the nature of debentures of the face value of `0.10 crores and aggregate value `1549.00 crores and allotted on 15th November 2010

Series 70-8.78% 15th November 2020. 1549.00

123

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

51 PNB Investment Services Limited

Taxable unsecured non-convertible redeemable PFC bonds Series 71 (2020,2025 and 2030) in the nature of debentures of the face value of `0.30 crores and aggregate value `578.10 crores and allotted on 15th December 2010

Series 71-9.05% STRPP with redemption on 15th December 2020 15th December 2025 and 15th December 2030

578.10

52 PNB Investment Services Limited

Taxable, unsecured non-convertible redeemable bonds ( 2018 & 2021) (72-A & B series) in nature of debentures allotted on January 14,2011 of aggregate value of `144.00 crores & ` 1219.00 crores.

8.97% (Series 72-A)

8.99% (Series 72-B)

Principal amount is redeemable on expiry of 7 years from January 14, 2011, Principal amount is redeemable on expiry of 10 years from January 14, 2011

144.00

1219.00

53 PNB Investment Services Limited

Taxable, unsecured non-convertible redeemable bonds (2021) (73 series) in nature of debentures allotted on April 15, 2011 of aggregate value of `1000.00 crores.

9.18% Principal amount is redeemable on expiry of 10 years from April 15, 2011

1000.00

53 PNB Investment Services Limited

Taxable, unsecured non-convertible redeemable bonds ( 2021 ) (74 series) in nature of debentures allotted on June 09,2011 of aggregate value of `1693.20 crores.

9.70% Principal amount is redeemable on expiry of 10 years from June 09, 2011

1693.20

54 PNB Investment Services Limited

Taxable, unsecured non-convertible redeemable bonds (2014, 2016 & 2021 ) (75-A, B & C series) in nature of debentures allotted on June 29,2011 of aggregate value of `555.00 crores, ` 360 crores & ` 2084.70 crores

9.64% (Series 75-A)

9.62% (Series 75-B)

9.61% (Series 75-C)

Principal amount is redeemable on expiry of 3 years from June 29, 2011 Principal amount is redeemable on expiry of 5 years from June 29, 2011 Principal amount is redeemable on expiry of 10 years from June 29, 2011

555.00

360.00

2084.70

Long Term Infrastructure Bonds (Secured):

Sl. No:

Name of the Trustee

Nature of Bonds Interest/Coupon Rate p.a.

Redemption Amount (in `crores)

1 GDA Trustee & Consultancy Ltd.

Long Term Infrastructure Bonds in the nature of Secured, Redemable (2021), Non Convertible Debentures (Series I)

8.30% Principal amount is redeemable One date, being the date falling ten years from the March 31, 2011

66.84

2 GDA Trustee & Consultancy Ltd.

Long Term Infrastructure Bonds in the nature of Secured, Redemable (2021), NonConvertible Debentures (Series II)

8.30% (compounded annually)

Principal amount is redeemable One date, being the date falling ten years from the March 31, 2011

139.67

3 GDA Trustee & Consultancy Ltd.

Long Term Infrastructure Bonds in the nature of Secured, Redemable (2026), Non Convertible Debentures (Series

8.50% Principal amount is redeemable One date, being the date falling fifteen years from the

6.13

124

III) March 31, 2011 4 GDA

Trustee & Consultancy Ltd.

Long Term Infrastructure Bonds in the nature of Secured, Redemable (2026), Non Convertible Debentures (Series IV)

8.50% (compounded annually)

Principal amount is redeemable One date, being the date falling fifteen years from the March 31, 2011

22.72

C Foreign currency Loans/Bonds availed/Issued by our Company

Nature of Borrowings Amount (in `crores) Foreign currency loan from ADB under CFS 32.56 Bilateral credit from Credit National France 96.23 Loan from World Bank 1.37 Loan from KFW 59.19 Loan from KFW portion II 13.40 Loan from ADB (New Loan) 96.06 6.61 % Senior Notes ( USPP - I ) 812.70 Syndicated Bank Loan – VII 1,354.50 Syndicated Bank Loan – VIII 1,147.04 Syndicated Bank Loan – IX 1,203.30

Total 4,816.35 D Rupee Term Loan availed by our Company

Term Loan (Unsecured)

Nature of Borrowings Amount (in `crores) Term Loan (Unsecured) LIC Of India – II 500.00 Medium Term Loan ( Unsecured ) - Andhra Bank 63.50 Medium Term Loan ( Unsecured ) - State Bank Of Patiala – VII 100.00 Medium Term Loan ( Unsecured ) - Bank Of India – VIII 1,000.00 Medium Term Loan ( Unsecured ) - State Bank Of Bikaner & Jaipur - II 350.00 Medium Term Loan ( Unsecured ) - HDFC Bank Ltd. – III 250.00 Medium Term Loan ( Unsecured ) - Bank Of Maharastra – V 300.00 Medium Term Loan ( Unsecured ) - United Bank Of India – II 250.00 Medium Term Loan ( Unsecured ) -Punjab & Sind Bank – II 375.00 Medium Term Loan ( Unsecured ) - Syndicate Bank – V 150.00 Medium Term Loan ( Unsecured ) -HDFC Bank – IV 500.00 Medium Term Loan ( Unsecured ) - Chinatrust Commercial Bank 14.50 Medium Term Loan ( Unsecured ) - Union Bank Of India – VII 400.00 Medium Term Loan ( Unsecured ) - Punjab & Sind Bank – III 190.00 Medium Term Loan ( Unsecured ) - Canara Bank – X 500.00 Medium Term Loan ( Unsecured ) - Bank Of Baroda – IV 1,000.00 Medium Term Loan ( Unsecured ) - UCO Bank – VI 500.00 Medium Term Loan ( Unsecured ) - UCO Bank – VII 400.00

Medium Term Loan ( Unsecured ) - Statebank Of Travancore – V 300.00 Medium Term Loan ( Unsecured ) - Syndicate Bank – VI 180.00 Medium Term Loan ( Unsecured ) - Bank Of Maharastra – VI 200.00 Medium Term Loan ( Unsecured ) - Uco Bank – VIII 350.00

125

Medium Term Loan ( Unsecured ) - State Bank Of Mysore – VII 200.00 Medium Term Loan ( Unsecured ) - Bank Of Baroda – V 500.00 Medium Term Loan ( Unsecured ) – IIFCL 630.00 Medium Term Loan ( Unsecured ) - Canara Bank – XI 500.00 Medium Term Loan ( Unsecured ) - Indian Bank –II 500.00 Medium Term Loan ( Unsecured ) - Vijya Bank-II 700.00 Medium Term Loan ( Unsecured ) - Union Bank Of India – VIII 1,080.00 Medium Term Loan ( Unsecured ) - The Ratnakar Bank Ltd 40.00 Medium Term Loan ( Unsecured ) -Canara Bank-XII 500.00 Medium Term Loan ( Unsecured ) - Punjab & Sind Bank – IV 335.00 Medium Term Loan ( Unsecured ) - United Bank Of India – III 250.00 Medium Term Loan ( Unsecured ) - Bank Of Maharastra – VII 200.00 Medium Term Loan ( Unsecured ) - Vijaya Bank-III 250.00 Medium Term Loan ( Unsecured ) - Union Bank Of India – IX 900.00 Medium Term Loan ( Unsecured ) - IIFCL – II 1,000.00 Medium Term Loan ( Unsecured ) - Canara Bank – XIII 500.00 Medium Term Loan ( Unsecured ) - Bank Of Baroda – VI 1,000.00

Total 16,958.00 Short Tem Loan (Unsecured)

Nature of Borrowings Amount (in `crores)Short Term Loan - Mizuho Corporate Bank Ltd. 400.00 Short Term Loan -Canara Bank 500.00

Total 900.00 Commercial Paper (Unsecured) Nature of Borrowings  Amount (in `crores)PFC Commercial Paper (18.08.2011 ) - 9.13 % -(47th Issue -1000 Crore) 1,000.00

Total 1,000.00

E. Foreign Currency Loans (FCNR(B) from banks)

Name of Lender(s) Amount (in `crores) Union Bank of India (Term Loan of US$ 40 million through sanction letter dated June 2, 2010 and terms loan agreement dated June 7, 2010)

180.60

Total 180.60 Servicing behaviour on existing debt securities, payment of due interest on due dates on term loans and debt securities

As on the date of this Draft Shelf Prospectus, there has been no defaults in payment of principal or interest on any term loan or debt securities issue by the company in the past.

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SECTION V – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigations, suits or criminal or civil prosecutions, proceedings or tax liabilities against us, our Directors, our Subsidiaries, that would have a material adverse effect on our business and there are no defaults, non-payment or overdue of statutory dues, institutional / bank dues and dues payable to holders of any debentures, bonds and fixed deposits that would have a material adverse effect on our business other than unclaimed liabilities against us, our Directors, our subsidiaries, as of the date of this Draft Shelf Prospectus. A. PENDING LITIGATION AGAINST OUR COMPANY:

1. Civil Cases:

Bihar State Hydroelectric Power Corporation Limited ("BSHPCL") filed a civil suit for declaration (No. 173 of 2005) in the Court of Sub Judge-1 Civil, Patna to restrain our Company from recovering its dues from BSHPCL in respect of two loans availed by BSHPCL from our Company. BSHPCL alleged that our Company was not entitled to claim more than twice the principal amount of loan from BSHPCL under the provisions of the Bihar Money Lenders Act, 1974. Our Company has filed its reply and no rejoinder has yet been filed by BSHPCL. BSHPCL has since paid the entire amount as per the out of court settlement with our Company. Consequently, the Company filed an application for withdrawal of Debt Recovery Tribunal’s order to that effect which has been passed on July 28, 2011. BSHPCL shall file a withdrawal application in the matter at Patna Court.

2. Criminal Cases

The Union of India filed a criminal miscellaneous writ petition (No. 28928 of 2009) before the Allahabad High Court praying for issuance of directions to the Central Bureau of Investigation to expeditiously complete its investigation pertaining to a fraudulent transfer of securities from a dematerialised account(“Demat”) as well as for further issuance of directions to our Company and certain other respondents to disallow any further transfer of the securities and to freeze the account where the sale proceeds of the aforesaid securities/ bonds are deposited during the pendency of the writ. Our Company has been included as a proforma party as certain bonds issued by it were a part of the securities which were allegedly fraudulently transferred from the Demat account.

3. Consumer Complaints

(i) We are involved in a consumer complaint filed by Mr. Bir Singh Kaushik in the District Consumer Disputes Redressal Forum at Rohtak. The complainant has raised a consumer dispute alleging deficiency of services on the part of our Company for lesser payment of ` 8,346 alongwith interest @ 18% p.a. from the date of its accrual till its realization and question the ature of bonds i.e. cummalative/non-cummlative. The complainant has also prayed for payment of compensation of ` 50,000/- on account of harassment, mental tension, inconvenience and financial loss caused along with litigation expenses amounting to ` 5,500/-. The matter is listed for next hearing on October 31, 2011.

(ii) A Compliant has been filed by Mr. Ashok Kumar Goel at Muzaffarnagar alleging the deficiency on the part of

our Company (Opposite Party No. 1) and Karvy Computershare Private Limited (Opposite Party No. 2) for non-allotment of shares. The Complainant had applied for allotment of 700 shares in the follow on public offer of our Company vide application no. 36872669 and paid the required application money by a cheque of HDFC Bank dated May 12, 2011 for an amount of ` 1,42,000. The issue price of shares was ` 203, the amount payable for 700 shares was ` 1,42,100, whereas the amount amount paid was ` 1,42,000. Hence the application was rejected on technical ground being “insufficient funds “. Refund amount of Rs. 1,42,000 was credited through NECS to the bank account of the Complainant on May 26, 2011.The complainant has demanded ` 5,000 on account of financial loss caused to him and ` 25,000 as compensation for the mental agony suffered by him. The next date fixed is August 30, 2011 for filing reply.

4. Miscellaneous proceedings involving our Company

i) Tata Power Co. Ltd. vs. Union of India & Others

The Tata Power Company Limited filed a special leave petition (No. 11586 of 2009) before the Supreme Court of India, against the final judgment and order dated April 13, 2009 of the High Court of Delhi (No. 62 of 2009),

127

dismissing the writ petition filed by the Tata Power Company Limited challenging the award of the contract for the Sasan UMPP by GoI to Reliance Power Limited. The Tata Power Company Limited alleged that the GoI had, subsequent to the award of the contract, made changes in the terms/ basis on which tenders had been invited and made, which conferred enormous benefit to Reliance Power Limited. Our Company, being the nodal agency for implementation of UMPPs, has been included as a proforma party. The matter is likely to be listed for next hearing in the month of February 2012.

ii) M. Ravi vs. Union of India & Others

M.Ravi, an employee of our Company who has joined the corporation on July 22, 1988, as Dy. Manager Finance, was suspended for alleged involvement in irregular transfer of funds during the period July 1990 to May 1991. Because of this he was rejected for the promotion for the post of Manager. He has filed a writ petition no. 8174 of 2010 before the Delhi High Court, against the decision of the Respondents No. 1 (Union of India), for rejection of his promotion. In his petition he has prayed that the Hon’ble High Court to direct for quashing his suspension order and promoting him as General Manager w.e.f. July 01, 2005 along with all consequential and financial benefits. Last date fixed for hearing in the matter was May 20, 2011. Twelve weeks time has been given to our Company for filing reply. Accordingly the Company has filed its reply. .

iii) Korea Electric Power Data Network Company Ltd. vs. The Government of Kerla and others

Korea Electric Power Data Network Company Limited, filed a writ petition (No. 311 of 2011) in the High Court of Kerala challenging the order dated December 27, 2010 of the Government of Kerala wherein it cancelled the sanction accorded to the Kerala State Electricity Board to entrust the implementation of the IT system for 43 towns in Kerala under Part A of the R-APDRP scheme to the petitioner. The petitioner also prayed for grant of stay on the aforesaid order. The High Court of Kerala has awarded a stay on the order dated December 27, 2010, by its order dated January 5, 2011. Our Company being the designated nodal agency for implementing the R-APDRP scheme has prepared the guidelines for selection of an ITIA under the guidance of the MoP, has been included as a proforma party to the writ petition. The matter is listed for next hearing on October 10, 2011. iv) Kuljit Singh and Another vs. Power Finance Corporation & Another M/s Kuljit Singh and Another has filed writ petition no. 5146/2011 in the Delhi High Court, challenging the debarment of our Company vide order dated July 19, 2011 and Show Cause Notice dated June 20, 2011 and letter dated July 14, 2011 issued by our Company in respect of debarment of E&Y for acts of omission and commission in the evaluation of Sasan UMPP RFQ/RFP bids. The court after hearing parties directed that the counter affidavit be filed within 6 weeks and rejoinder before the next date of hearing. The court has stayed the operation of the order dated July 19, 2011with the clarification that such stay would however not entitle the petitioner to deal with the respondent no. 1 i.e. our Company. The court also stated that if our Company intends to put up the order of black listing in its website, leave of court for the same shall have to be obtained. The Court was pleased to adjourn the matter to November 04, 2011. B. LITIGATION PREFERRED BY OUR COMPANY

i) Our company had filed a money recovery suit (No. 734/04) in the court of Addl. District Judge, Tis Hazari, Delhi for recovery of ` 9,07,440 against Mr. Mukesh Kumar Gupta, on account of his failing to clear dues outstanding against him. The said suit was decreed ex-parte in favour of our Company by the order of the Addl. District Judge dated December 3, 2005, for an amount of ` 907,440 with interest @ 4.5% from the date of suit till the date of decree and future interest @ 4.5% from the date of decree till the date of realization along with the cost of suit. We had filed an execution petition before the Court of Civil Judge, Ghaziabad on July 27, 2007. The matter is listed for next hearing on August 26, 2011. ii) Our company has filed an Original Application (OA No. 153/2011) u/s 19 of The Recovery of Debts Due to Banks and Financial Institutions Act, 1993 against Om Shakti Renergies Limited and Others (“Defendants”) before the Debt Recovery Tribunal – II, New Delhi on June 22, 2011 for recovery of a sum of Rs. 13.94 crores. The defendants has availed the financial assistance for the project envisaging setting up of 6 MW biomass based generation of electricity project in Pannur Village, Chitoor District, Andhra Pradesh from our Company, which they failed and neglected to repay. Our Company has prayed for payment of outstanding loan of Rs. 13.94 crores. DRT has issued notice on the basis of Original Application upon the defendants. In the last hearing, which was held on August 18, 2011, the matter had to come up for the Service Report (filing an Affidavit about due service of issued notices upon the given addresses of Defendants) before the Learned Registrar, which was filed but no effective hearing could take place because of the sad demise of some close relative of DRT, Delhi staff member and matter has now been adjourned to September 22, 2011.

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C. INCOME TAX APPEALS PREFERRED BY THE COMPANY & APPEALS MADE BY TAX

AUTHORITIES 1. Assessment Year 2001-2002

The Additional Commissioner of Income Tax, Range 14, New Delhi raised a demand via order dated November 28, 2003 as rectified by order dated March 29, 2004 and August 27, 2004 on the grounds of disallowance of deduction u/s 36(1)(viia)( c) for provision for bad and doubtful debts and partial disallowance of deduction u/s 36(1)(viii) for special reserve and exempted income u/s 10(23G). On an appeal to the CIT (Appeals) our claim was partly allowed vide order dated October 1, 2004. We have filed an appeal (Appeal No: 5347/DEL/04) before the ITAT, New Delhi on December 8, 2004. The ITAT, New Delhi gave us partial relief vide its order dated 25 June 2009. Being aggrieved, we have preferred an appeal before Hon’ble High Court, New Delhi on 17 November 2009, which was dismissed with a right of revival on receipt of COD approval. The same was granted only in respect of special reserve on upfront fees. Now in view of Supreme Court judgement, COD approval is not required. Therefore the application for revival of appeal on all issues has been filed. The appeal is yet to be admitted. The amount in dispute is `5.13 crores which was deposited by us.

2. Assessment Year 2003-2004

i) In its order dated 31 August 2009, the ITAT did not deal with the issue of allocation of expenses to certain ineligible incomes for the purpose of computing special reserve u/s 36(1)(viii). We preferred a miscellaneous application (MA No. 22/Del/2010) u/s 254(2) of the Act for rectification before the ITAT, Delhi. The ITAT, Delhi allowed the miscellaneous application but decided the same against us on the ground that the issue was not raised before the CIT(A) and there was no request for admission of the same as an additional ground. Aggrieved by the aforesaid order we have filed an appeal before the Hon’ble High Court on November 01, 2010, which is pending.. The amount in dispute is `0.08 crores which was deposited by us.

3. Assesment Year 2004-2005

i) The Additional Commissioner of Income Tax, Range 14, New Delhi raised a demand against us via order dated January 31, 2005 as rectified by order dated February 15, 2005 while disallowing deduction on provision for bad and doubtful debts u/s 36(1)(viia)(c), partly disallowed deduction in relation to the special reserve u/s 36(1)(viii) and exempted income u/s 10(23G) and making addition of income not recognised in the books of accounts. We have filed an appeal on March 01, 2005 before the CIT (Appeals), New Delhi. The CIT (Appeals) – X, New Delhi vide order dated March 25, 2010 gave us partial relief. Afterthat, we have preferred an appeal before Income Tax Appellate Tribunal (ITAT) (Appeal No. 2446/Del-2010) on May 21, 2010, against the order of CIT (Appeal) which was dismissed with a right of revival on receipt of COD approval. Now in view of Supreme Court judgement, COD approval is not required. Therefore the application for revival of appeal on all issues has been filed before ITAT. The amount in dispute is `7.37 crores which was deposited by us.

ii) The Additional Commissioner of Income Tax, LTU, New Delhi also filed an appeal (Appeal No. 2877/Del-

2010) before Income Tax Appellate Tribunal (ITAT) on June 09, 2010 against the order of CIT (Appeals) – X, New Delhi granting us relief of ` 22.22 crore by allowing allocation of expenses to ineligible incomes for the purpose of computing special reserve. The same was dismissed with a right of revival on receipt of COD approval. Now in view of Supreme Court judgement, COD approval is not required. Therefore the application for revival of appeal has been filed before ITAT and the matter is pending.

4. Assesment Year 2005-2006

i) The Additional Commissioner of Income Tax, Range-14, New Delhi raised a demand against us vide order dated July 27, 2006 while partly disallowing deductions for provision for bad and doubtful debts u/s 36(1)(viia)( c), special reserve u/s 36(1)(viii) and exempted income u/s 10(23G). We have filed an appeal on August 25, 2006 before the CIT (Appeals) – XVII, New Delhi. The CIT (Appeals) – XVII, New Delhi vide order dtd June 21, 2010 gave us partial relief After that, we have preferred an appeal before Income Tax Appellate Tribunal (ITAT) on 1 September 2010, against the order of CIT (Appeal) which is pending. The amount in dispute is `8.30 crores which was deposited by us.

ii) The Assistant Commissioner of Income Tax, LTU, New Delhi filed an appeal (Appeal No. 4231/Del-2010) before the Income Tax Appellate Tribunal (ITAT) on September 10, 2010 against the order of CIT (Appeals) – XVII, New Delhi granting us relief of `21.13 crores by allowing of allocation of expenses to ineligible

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incomes for the purpose of computing special reserve. The appeal is pending. iii) The Assistant Commissioner of Income Tax, LTU, New Delhi raised a demand against us vide order dated

December 27, 2010 on the ground of addition of translation gain and disallowing prior period expenses. Being aggrieved, we have filed an appeal on 27 January 2011 before the Commissioner of Income Tax (Appeals), LTU which is listed for hearing on August 17, 2011. The amount in dispute is `9.24 crores which was deposited by us.

5. Assesment Year 2006-2007

i) The Additional Commissioner of Income Tax, Range-14, New Delhi raised a demand against us vide order dated December 31, 2007 while partly disallowing deductions for provision for bad and doubtful debts u/s 36(1)(viia)(c ), special reserve u/s 36(1)(viii) and exempt income u/s 10 (23G. We have filed an appeal on February 13, 2008 before the CIT (Appeals) – XVII, New Delhi. The CIT (Appeals) – XVII, New Delhi vide order dtd June 21, 2010 gave us partial relief. Being aggrieved, we have preferred an appeal on 1 September 2010 before Income Tax Appellate Tribunal, Delhi Benches at New Delhi, which is pending. The amount in dispute is `5.56 crores which was deposited by us.

ii) The Assistant Commissioner of Income Tax, LTU, New Delhi filed an appeal (Appeal No. 4232/Del-2010)

before the Income Tax Appellate Tribunal on September 10, 2010 against the order of CIT (Appeals) – XVII, New Delhi granting us relief of `21.68 crores by allowing of allocation of expenses to ineligible incomes for the purpose of computing special reserve. The appeal is pending.

6. Assesment Year 2007-2008

The Deputy Commissioner of Income Tax, LTU, New Delhi raised a demand of ` 1.38 crores against us vide order dated December 29, 2009 partly disallowing deduction in relation to the provision for special reserve and also disallowing the expenses incurred under section 14A read with Rule 8D in respect to dividend income earned by us. We have filed an appeal on January 21, 2010 before the CIT (Appeals) – LTU , New Delhi, which is listed for hearing on August 17, 2011. The demand was deposited by us.

7. Assesment Year 2008-2009

The Additional Commissioner of Income Tax, LTU, New Delhi raised a demand of ` 6.51 crore against us vide order dated December 23, 2010 while partly disallowing deduction in relation to the provision for special reserve We have filed an appeal on 27 January 2010 before the CIT (Appeals) LTU, New Delhi which is pending. The demand was deposited by us.

Material Developments:

Further Public Offer In May 2011 our company came up with a further public offer (FPO) comprising of Fresh Issue of 172,165,005 Equity Shares of `10 each and offer for sale of 57,388,335 Equity Shares of ` 10 each at a price of ` 203 per equity share aggregating to ` 45,782.05 million. After the FPO, the shareholding of the President of India, through the MoP, was reduced to 73.72% of the fully diluted present paid-up equity capital of our Company. Discount of 5% to the Issue Price was offered to Eligible Employees and to Retail Bidders. There have not arisen, since the date of the last financial statements disclosed in this Draft Shelf Prospectus, any other circumstances which materially and adversely affect or are likely to affect our performance, profitability or prospects, within the next 12 months.

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The Board of Directors, at their meeting held on March 17, 2011 have approved the Issue of ‘long term infrastructure bonds’ in one or more tranche(s), of secured, redeemable, non-convertible, cumulative/ non-cumulative debentures of face value of ` [●] each, having benefits under Section 80CCF of the Income Tax Act, for an amount up ` 6,900 crores, subject to the provisions of the Notification.

In accordance with the terms of the Notification, the aggregate volume of the Issue of Bonds (having benefits under Section 80CCF of the Income Tax Act) by the Company during the Fiscal 2012 shall not exceed 25% of the incremental infrastructure investment made by the Company during the Fiscal 2011.

Eligibility to make the Issue

The Company, the persons in control of the Company or its promoter have not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is in force.

Consents

Consents in writing of the Directors, the Compliance Officer, the Statutory Auditors, Bankers to the Company, Bankers to the Issue, Lead Managers, Registrar to the Issue, Legal Advisors to the Issue, Credit Rating Agencies and the Debenture Trustee for the Bondholders, to act in their respective capacities, have been obtained and shall be filed along with a copy of each tranche prospectus with the RoC.

The Company has appointed PNB Investment Services Limited as Debenture Trustee under regulation 4(4) of the SEBI Debt Regulations. The Debenture Trustee has given its consent to the Company for its appointment under regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities. Expert Opinion Except the letters dated August 25, 2011 and September 7, 2011 issued by CRISIL and ICRA, respectively, in respect of the credit rating for the Bonds, and the report dated August 27, 2011 on our financial statements and statement of tax benefits dated August 27, 2011 issued by Raj Har Gopal & Co. and N.K. Bhargava & Co., Statutory Auditors of the Company, the Company has not obtained any expert opinion. Common Form of Transfer There shall be a common form of transfer for the Bonds held in physical form and relevant provisions of the Companies Act and all other applicable laws shall be duly complied with in respect of all transfer of the Bonds and registration thereof. Minimum Subscription Under the SEBI Debt Regulations, the Company is required to stipulate a minimum subscription amount which it seeks to raise. The consequence of minimum subscription amount not being raised is that the Issue shall not proceed and the application moneys received are refunded to the Applicants. The company has decided to set no minimum subscription for the issue.

No Reservation or Discount

There is no reservation in this Issue nor will any discount be offered in this Issue, to any category of investors.

Previous Public or Rights Issues by the Company during last five years

In February 2007, the company came out with a public issue of 117,316,700 equity shares of ` 10/- each at a premium of ` 75/- each. The issue opened on January 31, 2007 and closed on February 06, 2007. The date of allotment and the date of refund was February 19, 2007. The Equity shares offered pursuant to such issue were listed on February 23, 2007 on the stock exchange.

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In February 2011, the Company had also undertaken a public issue of ‘long term infrastructure bonds' of face value of ` 5,000 each at par, in the nature of secured, redeemable, non-convertible debentures for an amount upto ` 5300 Crores. These long term infrastructure bonds are outstanding as on the date of this Draft Shelf Prospectus. The issue opened on February 24, 2011 and closed on March 22, 2011. The date of allotment and the date of refund was March 31, 2011. The long term infrastructure bonds offered pursuant to such issue were listed on April 13, 2011 on the stock exchange.

In May 2011, the company came out with a Further Public Offer of 229,553,340 equity shares of ` 10 each at a premium of ` 193 each, comprising of Fresh Issue of 172,165,005 Equity Shares and an Offer for Sale of 57,388,335 Equity Shares alongwith an Employee Reservation Portion of 275,464 Equity Shares. Discount of 5% to the Issue Price being ` 10.15 per Equity Share determined pursuant to completion of the Book Building Process was offered to Eligible Employees and to Retail Bidders. The issue opened on May 10, 2011 and closed on May 12, 2011 for QIB bidders and May 13, 2011 for all other bidders. The date of allotment was May 24, 2011 and the date of refund was May 24, 2011. The Equity shares offered pursuant to such issue were listed on May 27, 2011 on the stock exchange.

There has been no further public or right issue after that.

Commission or Brokerage on Previous Public Issues

Our Company paid an aggregate amount of ` 2.87 crore plus service tax on account of fees for underwriting and selling commission in relation to its issue of long term infrastructure bonds undertaken in fiscal 2011.

Change in auditors of our Company during the last three years

For Fiscal 2008 and 2009, Bansal Sinha & Co., Chartered Accountants were the statutory auditors of our Company. In Fiscal 2009 and 2010, our Board appointed, as approved by the Office of Comptroller and Auditor General of India, K.K. Soni & Co., Chartered Accountants as our statutory Auditors. In Fiscal 2010, our Board appointed, as approved by the Office of Comptroller and Auditor General of India, Raj Har Gopal & Co., Chartered Accountants as our Statutory Auditors, jointly with K.K. Soni & Co. In Fiscal 2011, our Board appointed, Mehra Goel & Co., Chartered Accountants, as approved by the Office of Comptroller and Auditor General of India, in place of K.K. Soni & Co. Our financial statements for the Fiscal March 31, 2011, were audited jointly by Raj Har Gopal & Co., Chartered Accountants and Mehra Goel & Co., Chartered Accountants. In Fiscal 2012, our Board appointed, as approved by the Office of Comptroller and Auditor General of India, N.K. Bhargava & Co., Chartered Accountants as our statutory auditor in place of Mehra Goel & Co.

Revaluation of assets

Our Company has not revalued its assets in the last five years.

Utilisation of Proceeds

In accordance with the terms of the Notification, the proceeds of the Issue shall be utilised towards infrastructure lending, as defined in the relevant guidelines issued by the RBI in this regard. We shall utilize the Issue proceeds only upon creation of security as stated in this Draft Shelf Prospectus in the section titled ―”Terms of the Issue – Security” on page 144 after permission or consent for creation of security pursuant to the terms of the Debenture Trust Deed. sought to be provided as Security. The Issue proceeds shall not be utilized for providing loan to or acquisition of shares of any of any person who is part of the same group or who is under the same management. Further, the end-use of the proceeds of the Issue, duly certified by the statutory auditors of the Company, shall be reported in the annual reports of our Company and other reports issued by our Company to relevant regulatory authorities, as applicable. Such reports, along with term sheets, shall also be filed by our Company with the Infrastructure Division, DoEA, MoF, within three months from the end of the financial year.

Statement by the Board of Directors:

(i) All monies received out of the each Tranche Issue of the Bonds to the public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act;

(ii) Details of all monies utilised out of the each Tranche Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the purpose for which such monies were utilised; and

(iii) Details of all unutilised monies out of the each Tranche Issue referred to in sub-item (i), if any, shall be disclosed under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised monies have been invested.

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The funds raised by us from previous bonds issues have been utilised for our business as stated in the respective offer documents. Disclaimer clause of BSE [●]. The disclaimer clause as intimated by BSE shall be included in the Shelf Prospectus. Disclaimer clause of RBI RBI does not accept any responsibility or guarantee about the present position as to financial soundness of the Company or correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits or discharge of liabilities by the Company. Listing The Bonds will be listed on BSE. We have applied to BSE for obtaining its in-principle approval for listing simultaneously with the filing of the Draft Shelf Prospectus. If permission to deal in and for an official quotation of the Bonds is not granted by BSE, the Company will forthwith repay all moneys received from the Applicants in terms of the relevant tranche prospectus. If such money is not repaid within eight days after the Company becomes liable to repay it (i.e. from the date of refusal or within seven days from the Tranche Issue Closing Date, whichever is earlier), then the Company and every Director of the Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% p.a. on application money, as prescribed under Section 73 of the Companies Act. The Company shall use best efforts to ensure that all steps for the completion of the necessary formalities for listing at BSE are taken within seven Working Days from the date of Allotment. Dividend The company has consistently paid dividend of 22.63%, 35%, 40%, & 45% for the financial years ended March 2007, March 2008, March 2009 & March, 2010 respectively. For the financial year ended March 2011 it has already paid interim dividend of 35% and recommended final dividend of 15% subject to approval of shareholders in the ensuing annual general meeting. Mechanism for redressal of investor grievances Karvy Computershare Pvt. Limited has been appointed as the Registrar to the Issue to ensure that investor grievances are handled expeditiously and satisfactorily and to effectively deal with investor complaints. All grievances relating to the Issue should be addressed to the Registrar to the Issue and the Compliance Officer giving full details of the Applicant, number of Bonds applied for, amount paid on application and Bankers to the Issue / Designated Collection Centre / Agent to which the application was submitted.

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SECTION VI – ISSUE RELATED INFORMATION

ISSUE STRUCTURE The Company shall issue the Bonds in one or more tranche(s), on or prior to March 31, 2012, up to the amount of ` 6,900 crore approved by the Board, which does not exceeding 25% of the incremental infrastructure investment made by the Company in Fiscal 2011. The following are the key terms of the Bonds. This section should be read in conjunction with, and is qualified in its entirety by, more detailed information in “Terms of the Issue” on page 135. Issue Structure Particulars Resident Individuals HUFs

Minimum number of Bonds per application*

[●] Bond and in multiples of [●] Bond thereafter.

[●] Bond and in multiples of [●] Bond thereafter.

Terms of Payment Full amount with the Application Form Full amount with the Application Form

Mode of Allotment Dematerialized as well as physical form Dematerialized as well as physical form

Trading Lot One Bond One Bond

*The Bonds are classified as ‘long term infrastructure bonds’ and are being issued in terms of Section 80CCF of the Income Tax Act and the Notification. In accordance with Section 80CCF of the Income Tax Act, the amount, not exceeding ` 20,000, paid or deposited as subscription to ‘long-term infrastructure bonds’ during the previous year relevant to the assessment year beginning April 1, 2012 shall be deducted in computing the taxable income of a resident individual or HUF. In the event that any Applicant applies for and is Allotted Bonds in excess of ` 20,000 (including ‘long term infrastructure bonds’ issued by any other eligible entity), the aforestated tax benefit shall be available to such Applicant only to the extent of ` 20,000 for the Fiscal 2012.

Particulars of the Bonds being issued

The Company is offering the Bonds which shall have a fixed rate of interest. The Bonds will be issued with a face value of ` [●] each. Interest on the Bonds shall be payable on annual or cumulative basis depending on the series selected by the Applicants as provided below:

Bond Particulars

Series 1 2 3 4

Face Value per Bond

` [●] ` [●] ` [●] ` [●]

Frequency of Interest payment

Annual Cumulative Annual Cumulative

Buyback Facility [●] [●] [●] [●]

Buyback Date [●] [●] [●] [●]

Buyback Amount ` [●] ` [●] ` [●] ` [●]

Buyback Intimation Period

[●] [●] [●] [●]

Interest Rate p.a. (%)

[●] [●] [●] [●]

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Redemption /Maturity Date

[●] [●] [●] [●]

Maturity Amount

` [●] ` [●] ` [●] ` [●]

Annualised Yield to Maturity (%)*

[●] [●] [●] [●]

Yield on Buyback (%)*

[●] [●] [●] [●]

* As per the condition stipulated under the Notification the yield on the Bonds(to be paid by the Issuer) shall not exceed the yield on government securities of corresponding residual maturity, as reported by FIMMDA, as on the last working day of the month immediately preceding the month of the issue of the Bonds.

Terms of Payment

The entire Face Value per Bond is payable on Application. In the event of Allotment of a lesser number of Bonds than applied for, the Company shall refund the amount paid on application to the Applicant, in accordance with the terms of the respective tranche prospectus.

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TERMS OF THE ISSUE

The Company shall issue the Bonds in one or more tranche(s), on or prior to March 31, 2012, up to the amount of ` 6,900 crore approved by the Board, which does not exceed 25% of the incremental infrastructure investment made by the Company in Fiscal 2011.

The terms and conditions of Bonds being offered will be incorporated into the Debenture Trust Deed and are subject to the provisions of the Companies Act, the tranche prospectus(es), the Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and/or Consolidated Bond certificate(s). In addition, the Issue of Bonds in tranches shall be subject to laws as applicable from time to time, including guidelines, rules, regulations, notifications and any statutory modifications or re-enactments relating to the issue of capital and listing of securities, or in relation to the Company, issued from time to time by SEBI, GoI, BSE and/or other authorities and other documents that may be executed in respect of the Bonds. The statements in these terms and conditions include summaries of and are subject to the detailed provisions of the Debenture Trust Deed.

The [●]%, non-cumulative Bonds (“Series 1 Bonds”), the [●]%, cumulative Bonds (“Series 2 Bonds”), the [●]% non-cumulative Bonds (“Series 3 Bonds”) and the [●]% cumulative Bonds (“Series 4 Bonds”) (Series 1 Bonds, Series 2 Bonds, Series 3 Bonds and Series 4 Bonds are collectively referred to as the “Bonds”) for an aggregate amount not exceeding ` 6,900 crores to be issued by the Company in Fiscal 2012. The Bonds would in each case be governed by a debenture trust deed (“Debenture Trust Deed”) to be entered into between the Company and PNB Investment Services Limited (in its capacity as the “Debenture Trustee”, which expression shall include its successor(s)) as trustee for the holders of the Bonds (“Bondholders”). Karvy Computershare Private Limited has been appointed as the registrar to the issue (“Registrar” or “Registrar to the Issue”) pursuant to the appointment letter dated August 1, 2011 (as amended and/or supplemented and/or restated from time to time, the “Registrar Appointment Letter”).

The Bonds are classified as ‘long term infrastructure bonds’ and are being issued in terms of Section 80CCF of the Income Tax Act and the Notification. In accordance with Section 80CCF of the Income Tax Act, the amount, not exceeding ` 20,000, paid or deposited as subscription to ‘long-term infrastructure bonds’ during the previous year relevant to the assessment year beginning April 1, 2012 shall be deducted in computing the taxable income of a resident individual or HUF. In the event that any Applicant applies for and is Allotted Bonds in excess of ` 20,000 in one or more tranches (including ‘long term infrastructure bonds’ issued by any other eligible entity), the aforestated tax benefit shall be available to such Bondholder only to the extent of ` 20,000.

Words and expressions defined in the Debenture Trust Deed and the Tripartite Agreements shall have the meaning ascribed in the Debenture Trust Deed and/or the Tripartite Agreements, as the case may be, unless the context otherwise requires or unless otherwise stated.

Any reference to “Bondholders” or “holders” in relation to any Bond held in dematerialized form shall mean the persons whose name appears on the beneficial owners list as provided by the Depository and in relation to any Bond in physical form, such holder of the Bond (whose interest shall be as set out in a Consolidated Bonds Certificate (as defined below) whose name is appearing in the Register of Bondholders (as defined below). The Debenture Trustee acts for the benefit of the Bondholders in accordance with the provisions of the Debenture Trust Deed. 1. Authority for the Issue The Board of Directors, at its meeting held on March 17, 2011, has approved the Issue, in one or more tranches, of secured, redeemable, non-convertible debentures having benefits under Section 80CCF of the Income Tax Act, for an amount not exceeding ` 7,500 crores. Further, the Chairman and Managing Director of our Company has been authorised to inter-change the amount to be mobilized, that has been subsequently decided as ` 6,900 crores for the Fiscal 2012. In terms of the Notification No. 50/2011 F.No. 178/43/2011-SO (ITA 1) dated September 9, 2011 issued by Central Board of Direct Taxes, the aggregate volume of issuance of ‘long term infrastructure bonds’ (having benefits under Section 80CCF of the Income Tax Act) by the Company during the Fiscal 2012 shall not exceed 25% of the incremental infrastructure investment made by the Company during the Fiscal 2011. For the purpose of calculating the incremental infrastructure investment, the aggregate gross infrastructure investments made by the Company during the Fiscal 2011 was considered and 25% of such incremental infrastructure investment was ` 6,913.61 crores and hence the limit for this Issue is ` 6,900 crores. 2. Issue, Status of Bonds

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2.1. Public Issue of Bonds of the Company not exceeding ` 6,900 crores for the Fiscal 2012, to be at par in one or more tranche(s).

2.2. The Bonds are secured pursuant to a Debenture Trust Deed. The Bondholders are entitled to the benefit of the Debenture Trust Deed and are bound by and are deemed to have notice of all the provisions of the Debenture Trust Deed. The Company is issuing the Bonds in accordance with the Notification and pursuant to the Notification, the Bonds issued by the Company may be classified as ‘long term infrastructure bonds’ for the purposes of Section 80 CCF of the Income Tax Act.

2.3. The Bonds are issued in the form of secured, redeemable, non convertible debentures. The claims of the Bondholders shall be pari passu to the claims of the secured creditors of the Company, if any, now existing or in the future, (subject to any obligations preferred by mandatory provisions of the applicable law prevailing from time to time).

3. Form, Face Value, Title and Listing etc

3.1. Form

The Allotment of the Bonds shall be in a dematerialized form as well as physical form. The Company has made depository arrangements with CDSL and NSDL for the issuance of the Bonds in dematerialized form, pursuant to the tripartite agreement dated April 25, 2006 between the Company, CDSL and the Registrar to the Issue and the tripartite agreement dated May 16, 2006 between the Company, NDSL and the Registrar to the Issue (collectively, “Tripartite Agreements”).

The Company shall take necessary steps to credit the Depository Participant account of the Applicants with the number of Bonds allotted in dematerialized form. The Bondholders holding the Bonds in dematerialised form shall deal with the Bonds in accordance with the provisions of the Depositories Act, 1996 (“Depositories Act”) and/or rules as notified by the Depositories from time to time.

3.1.2 The Bondholders may rematerialize the Bonds issued in dematerialized form, at any time after Allotment, in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time.

3.1.3 In case of Bonds issued in physical form, whether on Allotment or on rematerialization of Bonds Allotted in dematerialized form, the Company will issue one certificate for each Series of the Bonds to the Bondholder for the aggregate amount of the Bonds that are held by such Bondholder (each such certificate, a “Consolidated Bond Certificate”). In respect of the Consolidated Bond Certificate(s), the Company will, on receipt of a request from the Bondholder within 30 days of such request, split such Consolidated Bond Certificate(s) into smaller denominations in accordance with the Articles of Association, subject to a minimum denomination of one Bond. No fees will be charged for splitting any Consolidated Bond Certificate(s) and any stamp duty, if payable, will be paid by the Bondholder. The request to split a Consolidated Bond Certificate shall be accompanied by the original Consolidated Bond Certificate(s) which will, on issuance of the split Consolidated Bond Certificate(s), be cancelled by the Company.

3.2. Face Value The face value of each Bond is ` [●].

3.3. Title

3.3.1 In case of:

(i) Bonds held in the dematerialized form, the person for the time being appearing in the register of beneficial owners maintained by the Depository; and

(ii) the Bond held in physical form, the person for the time being appearing in the Register of Bondholders (as defined below) as Bondholder,

shall be treated for all purposes by the Company, the Debenture Trustee, the Depository and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated Bond Certificate issued in respect of the Bonds and no person will be liable for so treating the

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Bondholder.

3.3.2 No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or the register of beneficial owners maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of Bondholders maintained by the Depository and/or the Company and/or the Registrar to the Issue, as the case may be. In such cases, claims, if any, by the purchasers of the Bonds will need to be settled with the seller of the Bonds and not with the Company or the Registrar to the Issue. The provisions relating to transfer and transmission and other related matters in respect of the Company’s shares contained in the Articles of Association of the Company and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the Bond(s) as well.

3.4. Listing The Bonds will be listed on BSE. BSE has given its in-principle listing approval by its letter dated [●]. The Designated Stock Exchange for the Issue is BSE.

3.5. Market Lot

3.5.1 The Bonds shall be allotted in physical as well as dematerialized form. As per the SEBI Debt Regulations, the trading of the Bonds shall be in dematerialised form only in multiples of one Bond (“Market Lot”).

3.5.2 For details of Allotment, see “Issue Related Information – Issue Structure” beginning on page 133.

3.6. Procedure for Rematerialisation of Bonds Bondholders who wish to hold the Bonds in physical form may do so by submitting a request to their Depository Participant in accordance with the applicable procedure stipulated by the Depository Participant.

4. Transfer of the Bonds, Issue of Consolidated Bond Certificates etc

4.1. Register of Bondholders The Company shall maintain at its registered office or such other place as permitted by law a register of Bondholders (“Register of Bondholders”) containing such particulars as required by Section 152 of the Companies Act. In terms of Section 152A of the Companies Act, the Register of Bondholders maintained by a Depository for any Bond in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a Register of Bondholders for this purpose.

4.2. Lock-in Period 4.2.1. No Transfer during Lock-in Period

In accordance with the Notification, the Bondholders shall not sell or transfer the Bonds in any manner for a period of five years from the Deemed Date of Allotment (the “Lock-in Period).

4.2.2. Transfer after Lock-in Period (a) The Bondholders may sell or transfer the Bonds after the expiry of the Lock-in Period on the stock

exchange where the Bonds are listed. (b) If a request for transfer of the Bond is not received by the Registrar to the Issue before the Record Date for

maturity, the Maturity Amount for the Bonds shall be paid to the person whose name appears as a Bondholder in the Register of Bondholders. In such cases, any claims shall be settled inter se between the parties and no claim or action shall be brought against the Company.

4.3. Transfers

4.3.1 Transfer of Bonds held in dematerialized form:

In respect of Bonds held in the dematerialized form, transfers of the Bonds may be effected, after the expiry of the Lock-in Period, only through the Depository where such Bonds are held, in accordance with the provisions

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of the Depositories Act and/or rules as notified by the Depository from time to time. The Bondholder shall give delivery instructions containing details of the prospective purchaser’s Depository Participant’s account to his Depository Participant. If a prospective purchaser does not have a Depository Participant account, the Bondholder may rematerialize his or her Bonds and transfer them in a manner as specified in section 4.3.2 below.

4.3.2. Transfer of Bonds in physical form:

Subject to the Lock-in period, the Bonds may be transferred by way of a duly executed transfer deed or other suitable instrument of transfer as may be prescribed by the Company for the registration of transfer of Bonds. Purchasers of Bonds are advised to send the Consolidated Bond Certificate to the Company or to such persons as may be notified by the Company from time to time. If a purchaser of the Bonds in physical form intends to hold the Bonds in dematerialized form, the Bonds may be dematerialized by the purchaser through his or her Depository Participant in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time.

4.4. Formalities Free of Charge Registration of a transfer of Bonds and issuance of new Consolidated Bond Certificates will be effected without charge by or on behalf of the Company, but on payment (or the giving of such indemnity as the Company may require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer, and the Company being satisfied that the requirements concerning transfers of Bonds, including under our Articles of Association have been complied with.

5. Debenture Redemption Reserve (“DRR”) Pursuant to Regulation 16 of the SEBI Debt Regulations and Section 117C of the Companies Act, any company that intends to issue debentures to create a DRR to which adequate amounts shall be credited out of the profits of the company until the redemption of the debentures. Further, the Ministry of Company Affairs (“MCA”) has, through its circular dated April 18, 2002, specified that public financial institutions shall create a DRR to the extent of 50% of the value of the debentures issued through public issue. Accordingly, the Company shall create DRR of 50% of the value of Bonds issued and allotted in terms of the Tranche Prospectus, for the redemption of the Bonds. The Company shall credit adequate amounts to the DRR from its profits every year until the Bonds are redeemed. The amounts credited to the DRR shall not be utilized by the Company for any purpose other than for the redemption of the Bonds.

6. Application Amount and Tax Savings Eligible Applicants can apply for up to any amount of the Bonds across any of the Series(s) or a combination thereof. The Applicants will be allotted the Bonds in accordance with the Basis of Allotment. In the event any Applicant applies for and is allotted Bonds in excess of ` 20,000 (including ‘long term infrastructure bonds’ issued by any other eligible entity), the aforestated tax benefit shall be available to such Bondholder only to the extent of ` 20,000.

7. Deemed Date of Allotment The Deemed Date of Allotment shall be the date as may be determined by the Board of the Company and notified to the BSE. All benefits under the Bonds including payment of interest will accrue to the Bondholders from the Deemed Date of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment.

8. Subscription

8.1 Period of Subscription

The Issue shall remain open for the period mentioned below:

Issue Opens on [●]

Issue Closes on [●]

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The Issue shall remain open for subscription during banking hours for the period indicated above, except that the Issue may close on such earlier date as may be decided by the board of directors of the Company. In the event of early closure of the subscription list of the Issue for any reason other than full subscription for the Bonds up to ` 6,900 crores, the Company shall ensure that notice is provided to the prospective investors through newspaper advertisements at least three days prior to such earlier date of Issue closure.

8.2 Underwriting

The details of underwriting, if any, shall be specified in the respective tranche prospectus(es). 8.3 Minimum Subscription

Under the SEBI Debt Regulations, the Company is required to stipulate a minimum subscription amount which it seeks to raise. The consequence of minimum subscription amount not being raised is that the Issue shall not proceed and the application moneys received are refunded to the Applicants.

The company has decided to set no minimum subscription for the issue.

9. Interest

9.1. Annual Payment of Interest 9.1.1 For Series 1 Bonds and Series 3 Bonds, interest at the rate of [●]% and [●]% p.a., respectively, will be paid

annually commencing from the Deemed Date of Allotment and on the equivalent date falling every year thereafter. The last interest payment will be made on the Maturity Date.

9.2. Cumulative Payment of Interest 9.2.1 Interest on Series 2 Bonds and Series 4 Bonds shall be compounded annually at the rate of [●]% and [●]% p.a.,

respectively commencing from the Deemed Date of Allotment and shall be payable on the Maturity Date.

9.3. Day Count Convention Interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Bonds. However, where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the principal outstanding on the Bonds.

9.4. Interest on Application and Refund Money

9.4.1 Application Interest The Company shall pay to the successful Applicants, interest at the rate of [●] % p.a. on the Application Amount, three days from the date of receipt of the Application Form, or the date of realization of the Application Amount, whichever is later, upto one day prior to the Deemed Date of Allotment, subject to deductions under the Income Tax Act, if the amount of such interest exceeds the prescribed limit of ` 2,500. Interest on Application Amount shall be paid along with first interest payment compounded annually for Series 1 and Series 3 at their respective coupon rates and at buyback date or maturity date whichever is earlier compounded annually for Series 2 and Series 4 at their respective coupon rates

9.4.2 Refund Interest The Company shall pay interest on refund of Application Amount on the amount not Allotted, at the rate of [●]% p.a. on the amount not Allotted, three days from the date of receipt of the Application Form, or the date of realization of the Application Amount, whichever is later, upto one day prior to the Deemed Date of Allotment, subject to deductions under the Income Tax Act, if the amount of such interest exceeds the prescribed limit of ` 2,500. Interest on refund shall be paid along with the refund money. Payment of interest on refund of Application Amount is not applicable in case of applications rejected on technical grounds or withdrawn by the Applicants.

10. Redemption

10.1 Unless previously redeemed as provided under the Debenture Trust Deed, the Company shall redeem the

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Bonds on the Maturity Date.

10.2 Procedure for Redemption by Bondholders

The procedure for redemption is set out below:

10.2.1 Bonds held in electronic form:

No action is required on the part of Bondholders at the time of maturity of the Bonds.

10.2.2 Bonds held in physical form:

No action will ordinarily be required on the part of the Bondholder at the time of redemption, and the Maturity Amount will be paid to those Bondholders whose names appear in the Register of Bondholders maintained by the Company on the Record Date fixed for the purpose of redemption. However, the Company may require the Consolidated Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity Date and sent by the Bondholders by registered post with acknowledgment due or by the delivery to the Registrar to the Issue or Company or to such persons at such addresses as may be notified by the Company from time to time. Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the manner stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment. See “Payment on Maturity, Redemption or Buyback” on page 142.

11. Buyback of Bonds

11.1 An Applicant subscribing to the Bonds shall, at the time of submitting the Application Form, indicate his or her preference for utilizing the buyback facility offered by the Company for the Bonds by opting for it in the Application Form and completing all formalities prescribed therein.

11.2 A Bondholder may at any time during the Buyback Intimation Period inform the Company in writing of the following:

(a) A Bondholder who has opted for buyback in the Application Form, in a manner specified in section 11.1 above, may inform the Company of their intention not to utilize the buyback facility offered by the Company; or

(b) A Bondholder who has not opted for buyback in the Application Form, in a manner specified in section 11.1 above, may inform the Company of their intention to utilize the buyback facility offered by the Company;

In the event that a Bondholder expresses his or her intention to utilize the buyback facility being offered by the Company, such Bonds shall be bought back by the Company in a manner as specified in section 11.3 below.

11.3 For the avoidance of doubt, the Bondholders may note the following:

(a) In case a Bondholder has opted for buyback in the Application Form in the manner specified in section 11.1 above, and has not, at any time during the Buyback Intimation Period in the manner specified in section 11.2 above, expressed any intention to not utilize the buyback facility offered by the Company, the buyback shall be effected by the Company in the manner specified in section 11.4 below;

(b) In case a Bondholder has not opted for buyback in the Application Form in the manner specified in section 11.1 above, and has not, at any time during the Buyback Intimation Period in the manner specified in section 11.2 above, expressed an intention to utilize the buyback facility offered by the Company, such Bonds shall not be bought back by the Company and such Bonds shall continue till the Maturity Date.

(c) In case a Bondholder who has opted for buyback in the Application Form in the manner specified in 11.1 above, expresses, at any time during the Buyback Intimation Period in the manner specified in section 11.2 above, any intention to not utilize the buyback facility offered by the Company, such Bonds shall not be bought back by the Company and such Bonds shall continue till the Maturity Date; and

(d) In case a Bondholder who has not opted for buyback in the Application Form in the manner specified in 11.1 above, expresses, at any time during the Buyback Intimation Period in the manner specified in section 11.2

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above, an intention to utilize the buyback facility offered by the Company, such Bonds shall be bought back by the Company in the manner specified in section 11.4 below.

11.4 The buyback of Bonds from their respective Bondholders shall be effected by the Company on the Buyback

Date, subject to the terms set forth herein:

(a) Bonds held in dematerialized form

No action will ordinarily be required on part of the Bondholder. On receiving instructions from the Company, the Registrar to the Issue would undertake appropriate corporate action to effect the buyback.

(b) Bonds held in physical form

No action would ordinarily be required on part of the Bondholder on the Buyback Date and the Buyback Amount would be paid to those Bondholders whose names appear first in the Register of Bondholders. However, the Company may require the Bondholder to duly surrender the Consolidated Bond Certificate to the Company/Registrar to the Issue for the buyback 30 Working Days prior to the Buyback Date.

11.5 Any notice or letter or any other written instrument sent pursuant to section 11.1 received after the lapse of the Buyback Intimation period but not more than 3 months after the lapse of the Buyback Intimation period shall be accepted by the Company and the buyback facility extended but without the interest component for the period between the record date and the date of the receipt of the written instrument. No notice or letter or any other written instrument sent to the Company pursuant to section 11.1 above shall be accepted by the Company if it has been received 3 months after the lapse of the Buyback Intimation Period. In such an event, the Bonds not being eligible for buyback by the Company, shall continue till the Maturity Date. A Bondholder of whose Bonds have not been bought back by the Company, shall be entitled to sell his or her Bonds on the stock exchanges.

11.6 On payment of the Buyback Amounts, the Bonds shall be deemed to have been repaid to the Bondholders and all other rights of the Bondholders shall terminate and no interest shall accrue on such Bonds.

11.7 Subject to the provisions of the Companies Act, where the Company has bought back any Bond(s), the Company shall have and shall be deemed always to have had the right to keep such Bonds alive without extinguishment for the purpose of resale and in exercising such right, the Company shall have and be deemed always to have had the power to resell such Bonds, at such price and terms & conditions as permissible under applicable regulation(s) in that regard at that point of time.

12. Payments

12.1 Payment of Interest

Payment of interest on the Bonds will be made to those Bondholders whose name appears first in the Register of Bondholders maintained by the Depository and/or the Company and/or the Registrar to the Issue, as the case may be as, on the Record Date. Whilst the Company will use the electronic mode of payments for making payments, where facilities for electronic mode of payments are not available to the Bondholder or where the information provided by the Applicant is insufficient or incomplete, the Company proposes to use other modes of payment to make payments to the Bondholders, including through the dispatch of cheques through courier, hand delivery or registered post to the address provided by the Bondholder and appearing in the Register of Bondholders maintained by the Depository and/or the Company and/or the Registrar to the Issue, as the case may be as, on the Record Date.

12.2 Record Date

The record date for the payment of interest or the Maturity Amount shall be 15 days prior to the date on which such amount is due and payable (“Record Date”).

12.3 Effect of holidays on payments If the date of payment of interest or principal or any date specified does not fall on a Working Day, the succeeding Working Day will be considered as the effective date. Interest and principal or other amounts, if any, will be paid on the succeeding Working Day. Payment of interest will be subject to the deduction of tax as per the Income Tax Act or any statutory modification or re-enactment thereof for the time being in force. In

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case the date of payment of interest or principal or any date specified falls on a holiday, the payment will be made on the next Working Day, without any interest for the period overdue.

12.4 Payment on Maturity, Redemption or Buyback The procedure for payment in maturity, redemption and buyback is set out below:

12.4.1 Bonds held in electronic form:

No action is required on the part of Bondholders on the Maturity Date or Buyback Date.

12.4.2 Bonds held in physical form:

The Company may require the Consolidated Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on the Maturity Date, or otherwise in the event of redemption or buyback, and sent by the Bondholders by registered post with acknowledgment due or by the delivery to the Registrar to the Issue or Company or to such persons at such addresses as may be notified by the Company from time to time. Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the manner stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment.

12.5 Whilst the Company will use the electronic mode of payments for making payments, where facilities for electronic mode of payments are not available to the Bondholder or where the information provided by the Applicant is insufficient or incomplete, the Company proposes to use other modes of payment to make payments to the Bondholders, including through the dispatch of cheques through courier, hand delivery or registered post to the address provided by the Bondholder and appearing in the Register of Bondholders maintained by the Depository and/or the Company and/or the Registrar to the Issue, as the case may be as, on the Record Date. In the case of payment on maturity being made on surrender of the Consolidated Bond Certificate(s), the Company will make payments or issue payment instructions to the Bondholders within 30 days from the date of receipt of the duly discharged Consolidated Bond Certificate(s). The Company shall pay interest at 15% p.a., in the event that such payments are delayed beyond a period of eight days prescribed under the Companies Act after the Company becomes liable to pay such amounts.

12.6 The Company’s liability to the Bondholders including for payment or otherwise shall stand extinguished from the Maturity Date or on dispatch of the amounts paid by way of principal and/or interest to the Bondholders. Further, the Company will not be liable to pay any interest, income or compensation of any kind accruing subsequent to the Maturity Date.

13. Manner and Mode of Payment

13.1 Manner of Payment:

All payments to be made by the Company to the Bondholders shall be made in any of the following manners:

13.1.1 For Bonds applied or held in electronic form:

The bank details will be obtained from the Depository for payments. Investors who have applied or who are holding the Bond in electronic form, are advised to immediately update their bank account details as appearing on the records of their Depository Participant. Failure to do so could result in delays in credit of the payments to investors at their sole risk and neither the Lead Managers nor the Company shall have any responsibility and undertake any liability for such delays on part of the investors.

13.1.2 For Bonds held in physical form

The bank details will be obtained from the Registrar to the Issue for effecting payments.

13.2 Modes of Payment

All payments to be made by the Company to the Bondholders shall be made through any of the following modes:

13.2.1 Cheques or Demand drafts

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By cheques or demand drafts made in the name of the Bondholders whose names appear in the Register of Bondholders as maintained by the Company and/or as provided by the Depository. All Cheques or demand drafts as the case may be, shall be sent by registered/speed post at the Bondholder’s sole risk.

13.2.2 NECS

Through NECS for Applicants having an account at any of the centers notified by the RBI. This mode of payment will be subject to availability of complete bank account details including the Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf, from the Depository.

The Company shall not be responsible for any delay to the Bondholder receiving credit of interest or refund or Maturity Amount so long as the Company has initiated the process in time.

13.2.3 Direct Credit

Applicants having bank accounts with the Refund Bank, as per the demographic details received from the Depository shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank for the same would be borne by our Company.

13.2.4 Real Time Gross Settlement (“RTGS”) Applicants having a bank account with a bank branch which is RTGS enabled as per the information available on the website of RBI and whose refund amount exceeds ` 2 lakhs shall be eligible to receive refund through RTGS, provided the demographic details downloaded from the Depository contain the nine digit MICR code of the Bidder’s bank which can be mapped with the RBI data to obtain the corresponding Indian Financial System Code (“IFSC”). Charges, if any, levied by the Refund Bank for the same would be borne by our Company. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant.

13.2.5 National Electronic Fund Transfer (“NEFT”)

Payment of refund shall be undertaken through NEFT wherever the Applicants’ bank branch is NEFT enabled and has been assigned the IFSC, which can be linked to an MICR code of that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date prior to the date of payment of refund, duly mapped with an MICR code. Wherever the Applicants have registered their MICR number and their bank account number while opening and operating the beneficiary account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Bidders through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency and the past experience of the Registrar to the Issue. In the event NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in this section.

13.3 Printing of Bank Particulars

As a matter of precaution against possible fraudulent encashment of Consolidated Bond Certificate(s) due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be provided for printing on the Consolidated Bond Certificate. Applications without these details are liable to be rejected. However, in relation to Applications for dematerialised Bonds, these particulars will be taken directly from the Depository. In case of Bonds held in physical form either on account of rematerialisation or transfer, the Bondholders are advised to submit their bank account details with the Registrar to the Issue before the Record Date, failing which the amounts will be dispatched to the postal address of the Bondholders. Bank account particulars will be printed on the Consolidated Bond Certificate(s) which can then be deposited only in the account specified.

14. Taxation

14.1 The Applicants are advised to consider and seek independent advice, as may be necessary, on the tax implications of their respective investment in the Bonds.

14.2 The interest on Bonds will be subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act or any statutory modification or re-enactment thereof.

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14.3 As per the current provisions of the Income Tax Act, on payment to all categories of resident Bondholders, tax will not be deducted at source from interest on Bonds, if such interest does not exceed ` 2,500 in a financial year.

14.4 As per clause (ix) of Section 193 of the Income Tax Act, no income tax is required to be withheld on any interest payable on any security issued by a company, where such security is in dematerialised form and is listed on a recognised stock exchange in India in accordance with the Securities Contracts Regulation Act, 1956, as amended, and the rules notified thereunder. Accordingly, no income tax will be deducted at source from the interest on Bonds held in dematerialised form. In case of Bonds held in physical form no tax may be withheld in case the interest does not exceed ` 2,500 in a financial year. However, such interest is taxable income in the hands of Bondholders.

14.5 If interest on Bonds exceeds the prescribed limit of ` 2,500 in a financial year in case of individual Bondholders, to ensure non-deduction or lower deduction of tax at source, as the case may be, the Bondholders are required to furnish either (a) a declaration (in duplicate) in the prescribed form, i.e., Form 15G which may be given by all Bondholders other than companies, firms and non-residents subject to provisions of section 197A of the Income Tax Act; or (b) a certificate, from the assessing officer of the Bondholder, in the prescribed form under section 197 of the Income Tax Act which may be obtained by the Bondholders.

14.6 Senior citizens, who are 60 or more years of age at any time during the financial year, can submit a self-declaration in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum limit for the financial year. To ensure non-deduction/lower deduction of tax at source from interest on Bonds, a resident Bondholder is required to submit Form 15G/15H/certificate under section 197 of the Income Tax Act or other evidence, as may be applicable, with the Application Form, or send to the Registrar to the Issue along with a copy of the Application Form on or before the closure of the Issue. Subsequently, Form 15G/15H/ original certificate issued under section 197 of the Income Tax Act or other evidence, as may be applicable, may be submitted to the Company or to such person at such address as may be notified by us from time to time, quoting the name of the sole or first Bondholder, Bondholder number and the distinctive number(s) of the Bond(s) held, at least one month prior to the interest payment date.

14.7 Bondholders are required to submit Form 15G or 15H or original certificate issued under section 197 of the Income Tax Act or other evidence in each financial year to ensure non-deduction or lower deduction of tax at source from interest on Bonds.

14.8 If the Bondholder is eligible to submit Form 15G or 15H, he or she is required to tick at the relevant place on the Application Form, to send a blank copy of the form to the Bondholders. Blank declaration form will be furnished to other Bondholders on request made at least two months prior to the interest payment date. This facility is being provided for the convenience of Bondholders and we will not be liable in any manner, whatsoever, in case the Bondholder does not receive the form.

14.9 As per the prevailing tax provisions, Form 15G cannot be submitted if the aggregate of income of the nature referred to in section 197A of the Income Tax Act viz. dividend, interest etc. as prescribed therein, credited or paid or likely to be credited or paid during the financial year in which such income is to be included exceeds the maximum amount which is not chargeable to tax.

14.10 Tax exemption certificate or document, if any, must be lodged at the office of the Registrar to the Issue prior to the Record Date, or as specifically required. Tax applicable on coupon will be deducted at source on accrual thereof in the Company’s books and / or on payment thereof, in accordance with the provisions of the Income Tax Act and / or any other statutory modification, re-enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted on annual basis.

15. Security

15.1 The Bonds issued by the Company will be secured. The Company will create security in favour of Debenture Trustee pursuant to the terms of the Debenture Trust Deed.

16. Events of Default

16.1 The Debenture Trustee at its discretion may, or if so requested in writing by the holders of not less than 75% in principal amount of the Bonds then outstanding or if so directed by a Special Resolution shall (subject to being

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indemnified and/or secured by the Bondholders to its satisfaction), give notice to the Company specifying that the Bonds and/or any particular Series of Bonds, in whole but not in part are and have become due and repayable at the Early Redemption Amount on such date as may be specified in such notice inter alia if any of the events listed in 16.2 below occur.

16.2 The description below is indicative and a complete list of events of default and its consequences shall be

specified in the Debenture Trust Deed:

(i) Default is made in any payment of the principal amount due in respect of any of the Series of Bonds and such failure continues for a period of 30 days;

(ii) Default is made in any payment of any installment of interest in respect of Series 1 Bonds and/ or Series 3 Bonds or in the payment of cumulative interest on Series 2 Bonds and/ or Series 4 Bonds and such failure continues for a period of 15 days;

(iii) Default is made in any payment of any other sum due in respect of any Series of the Bonds and such failure continues for a period of 15 days;

(iv) The Company does not perform or comply with one or more of its other material obligations in relation to the Bonds or the Debenture Trust Deed which default is incapable of remedy or, if in the opinion of the Debenture Trustee capable of remedy, is not remedied within 30 days after written notice of such default shall have been given to the Company by the Debenture Trustee and which has a material adverse effect on the Company;

(v) The Company is (or is deemed by law or a court to be) insolvent or bankrupt or unable to pay (in the opinion of the Debenture Trustee) a material part of its debts, or stops, suspends or threatens to stop or suspend payment of all or (in the opinion of the Debenture Trustee) a material part of (or of a particular type of) its debts; or

(vi) Any encumbrancer takes possession, or a receiver or an administrator is appointed of the whole or (in the opinion of the Debenture Trustee) any substantial part of the property, assets or revenues of the Company (as the case may be) and is not discharged within 45 days.

16.3 The Early Redemption Amount payable on the occurrence of an Event of Default shall be as detailed in the

Debenture Trust Deed.

16.4 If an Event of Default occurs which is continuing, the Debenture Trustee may with the consent of the Bondholders, obtained in accordance with the provisions of the Debenture Trust Deed, and with a prior written notice to the Company, take action in terms of the Debenture Trust Deed.

16.5 In case of default in the redemption of Bonds, in addition to the payment of interest and all other monies payable hereunder on the respective due dates, the Company shall also pay interest on the defaulted amounts.

17. Bondholder’s Rights, Nomination Etc.

17.1 Bondholder Not a Shareholder

The Bondholders will not be entitled to any of the rights and privileges available to the equity and preference shareholders of the Company.

17.2 Rights of Bondholders Some of the significant rights available to the Bondholders are as follows:

(a) The Bonds shall not, except as provided in the Companies Act, confer on Bondholders any rights or privileges available to members of the Company including the right to receive notices or annual reports of, or to attend and / or vote, at the Company’s general meeting(s). However, if any resolution affecting the rights of the Bondholders is to be placed before the shareholders, such resolution will first be placed before the concerned registered Bondholders for their consideration. In terms of Section 219(2) of the Companies Act, Bondholders shall be entitled to a copy of the balance sheet on a specific request made to the Company.

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(b) The rights, privileges and conditions attached to the Bonds may be varied, modified and / or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of a Special Resolution passed at a meeting of the concerned Bondholders, 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 governing the Bonds, if modification, variation or abrogation is not acceptable to the Company.

(c) The registered Bondholder or in case of joint-holders, the person whose name stands first in the Register of Bondholders shall be entitled to vote in respect of such Bonds, either by being present in person or, where proxies are permitted, by proxy, at any meeting of the concerned Bondholders summoned for such purpose and every such Bondholder shall be entitled to one vote on a show of hands and on a poll, his or her voting rights shall be in proportion to the outstanding nominal value of Bonds held by him or her on every resolution placed before such meeting of the Bondholders.

(d) Bonds may be rolled over with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of a Special Resolution passed at a meeting of the concerned Bondholders after providing at least 21 days prior notice for such roll-over and in accordance with the SEBI Debt Regulations. The Company shall redeem the Bonds of all the Bondholders, who have not given their positive consent to the roll-over.

The above rights of Bondholders are merely indicative. The final rights of the Bondholders will be as per the Debenture Trust Deed to be executed by the Company with the Debenture Trustee.

Special Resolution for the purpose of this section is a resolution passed at a meeting of Bondholders of at least three-fourths of the outstanding amount of the Bonds, present and voting.

17.3 Succession Where Bonds are held in joint names and one of the joint holders dies, the survivor(s) will be recognized as the Bondholder(s) in accordance with applicable law and the provisions of the AoA. It will be sufficient for the Company to delete the name of the deceased Bondholder after obtaining satisfactory evidence of his death, provided that a third person may call on the Company to register his name as successor of the deceased Bondholder after obtaining evidence such as probate of a will for the purpose of proving his title to the Bonds. In the event of demise of the sole or first holder of the Bonds, the Company will recognise the executors or administrator of the deceased Bondholders, or the holder of the succession certificate or other legal representative as having title to the Bonds only if such executor or administrator obtains and produces probate of will or letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court in India. The Directors of the Company in their absolute discretion may, in any case, dispense with production of probate of will or letter of administration or succession certificate or other legal representation.

17.4 Nomination Facility to Bondholder 17.4.1 In accordance with Section 109A of the Companies Act, the sole Bondholder or first Bondholder, along with

other joint Bondholders (being individual(s)) may nominate any one person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Bond. A person, being a nominee, becoming entitled to the Bond by reason of the death of the Bondholders, shall be entitled to the same rights to which he will be entitled if he were the registered holder of the Bond. Where the nominee is a minor, the Bondholders may make a nomination to appoint any person to become entitled to the Bond(s), in the event of his death, during the minority. A nomination shall stand rescinded on sale of a Bond by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the Bond is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the Bondholders. Fresh nominations can be made only in the prescribed form available on request at the Company’s registered or administrative office or at such other addresses as may be notified by the Company.

17.4.2 The Bondholders are advised to provide the specimen signature of the nominee to the Company to expedite the transmission of the Bond(s) to the nominee in the event of demise of the Bondholders. The signature can be provided in the Application Form or subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional.

17.4.3 In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the

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provisions of Section 109A of the Companies Act, shall on the production of such evidence as may be required by the Company’s Board or Committee of Directors, as the case may be, elect either:

(a) to register himself or herself as the holder of the Bonds; or (b) to make such transfer of the Bonds, as the deceased holder could have made.

17.4.4 Further, the Company’s Board or Committee of Directors, as the case may be, may at any time give notice

requiring any nominee to choose either to be registered himself or herself or to transfer the Bonds, and if the notice is not complied with, within a period of 90 days, the Company’s Board or Committee of Directors, as the case may be, may thereafter withhold payment of all interests or other monies payable in respect of the Bonds, until the requirements of the notice have been complied with.

17.4.5 Notwithstanding anything stated above, Applicants to whom the Bonds are credited in dematerialized form, need not make a separate nomination with the Company. Nominations registered with the respective Depository Participant of the Bondholder will prevail. If the Bondholders require changing their nomination, they are requested to inform their respective Depository Participant. For Applicants who opt to hold the Bonds in physical form, the Applicants are require to fill in the details for ‘nominees’ as provided in the Application Form.

18. Debenture Trustee

18.1 The Company has appointed PNB Investment Services Limited to act as the Debenture Trustee for the Bondholders. The Company intends to enter into a Debenture Trust Deed with the Debenture Trustee, the terms of which will govern the appointment and functioning of the Debenture Trustee and shall specify the powers, authorities and obligations of the Debenture Trustee. Under the terms of the Debenture Trust Deed, the Company will covenant with the Debenture Trustee that it will pay the Bondholders the principal amount on the Bonds on the relevant Maturity Date and also that it will pay the interest due on Bonds on the rate specified under the Debenture Trust Deed.

18.2 The Bondholders shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest of the Bondholders. Any payment made by the Company to the Debenture Trustee on behalf of the Bondholders shall discharge the Company pro tanto to the Bondholders. All the rights and remedies of the Bondholders shall vest in and shall be exercised by the Debenture Trustee without reference to the Bondholders. No Bondholder shall be entitled to proceed directly against the Company unless the Debenture Trustee, having become so bound to proceed, failed to do so.

18.3 The Debenture Trustee will protect the interest of the Bondholders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the Company’s cost.

19. Miscellaneous

19.1 Loan against Bonds

The Bonds cannot be pledged or hypothecated for obtaining loans from scheduled commercial banks during the Lock-in Period.

19.2 Lien The Company shall have the right of set-off and lien, present as well as future on the moneys due and payable to the Bondholder or deposits held in the account of the Bondholder, whether in single name or joint name, to the extent of all outstanding dues by the Bondholder to the Company.

19.3 Lien on Pledge of Bonds Subject to applicable laws, the Company, at its discretion, may note a lien on pledge of Bonds if such pledge of Bond is accepted by any bank or institution for any loan provided to the Bondholder against pledge of such Bonds as part of the funding.

19.4 Right to Reissue Bond(s)

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Subject to the provisions of the Companies Act, where the Company has bought back any Bond(s), the Company shall have and shall be deemed always to have had the right to keep such Bonds alive without extinguishment for the purpose of resale or reissue and in exercising such right, the Company shall have and be deemed always to have had the power to resell or reissue such Bonds either by reselling or reissuing the same Bonds or by issuing other Bonds in their place. This includes the right to reissue original Bonds.

19.5 Joint-holders Where two or more persons are holders of any Bond (s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to Articles and applicable law.

19.6 Sharing of Information The Company may, at its option, use its own, as well as exchange, share or part with any financial or other information about the Bondholders available with the Company, its Subsidiary(ies) 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 nor their agents shall be liable for use of the aforesaid information.

19.7 Notices

All notices to the Bondholders required to be given by the Company or the Debenture Trustee shall be published in one English language newspaper having wide circulation and/or, will be sent by post/courier to the registered Bondholders from time to time.

19.8 Issue of Duplicate Consolidated Bond Certificate(s) If any Consolidated Bond Certificate is mutilated or defaced it may be replaced by the Company against the surrender of such Consolidated Bond Certificates, provided that where the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate numbers and the distinctive numbers are legible.

If any Consolidated Bond Certificate is destroyed, stolen or lost then on production of proof thereof to the Issuer’s satisfaction and on furnishing such indemnity/security and/or documents as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued.

The above requirement may be modified from time to time as per applicable law and practice.

19.9 Future Borrowings The Company shall be entitled at any time in the future during the term of the Bonds or thereafter to borrow or raise loans or create encumbrances or avail of financial assistance in any form, and also to issue promissory notes or debentures or any other securities in any form, manner, ranking and denomination whatsoever and to any eligible persons whatsoever, and to change its capital structure including through the issue of shares of any class, on such terms and conditions as the Company may deem appropriate, without requiring the consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection.

19.10 Jurisdiction The Bonds, the Debenture Trust Deed, the Tripartite Agreement and other relevant documents shall be governed by and construed in accordance with the laws of India. The Company has in the Debenture Trust Deed agreed, for the exclusive benefit of the Debenture Trustee and the Bondholders, that the courts of New Delhi are to have jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust Deed or the Bond

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PROCEDURE FOR APPLICATION

This section applies to all Applicants. All Applicants are required to make payment of the full Application Amount along with the Application Form.

The tranche prospectus(es) and the Application Forms together with the abridged prospectus may be obtained from our Registered Office and Corporate Office or from the Lead Managers. In addition, Application Forms would also be made available to BSE where listing of the Bonds is sought.

Application Form

Applicants are required to submit their Applications through the Lead Managers. Such Applicants shall only use the specified Application Form bearing the stamp of the Lead Managers for the purpose of making an Application in terms of the tranche prospectus(es).

WHO CAN APPLY

The following categories of persons are eligible to apply in the Issue:

• Indian nationals resident in India who are not minors in single or joint names (not more than three); and

• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the Application is being made in the name of the HUF in the Application Form as follows: “Name of Sole or First Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Applications by HUFs would be considered at par with those from individuals.

Non-resident investors including NRIs, FIIs and OCBs are not eligible to participate in the Issue.

Application Size

Applications are required to be for a minimum of [●] Bond and multiples of one Bond thereafter.

Instructions for Completing the Application Form

Applications must be:

(a) Made only in the prescribed Application Form. (b) Completed in block letters in English as per the instructions contained in the tranche prospectus(es) and in the

Application Form, and are liable to be rejected if not so completed. Applicants should note that the Bankers to the Issue will not be liable for errors in data entry due to incomplete or illegible Application Forms.

(c) In single name or in joint names (not more than three, and in the same order as their Depository Participant details).

(d) Applications are required to be for a minimum of [●] Bond and in multiples of one Bond thereafter. (e) Thumb impressions and signatures other than in English/ Hindi or any of the other languages specified in the

Eighth Schedule to the Constitution of India must be attested by a Magistrate or Notary Public or a Special Executive Magistrate under his official seal.

(f) No receipt would be issued by the Company for the Application money. However, the Bankers to the Issue or collection centre(s)/ agents, on receiving the Applications will acknowledge receipt by stamping and returning the acknowledgment slip to the Applicant.

(g) In case investor does not select any of the series in the Application Form, the Company shall consider the Series 4 for the purposes of the Allotment.

General Instructions

Dos:

1. Check if you are eligible to apply. 2. Read all the instructions carefully and complete the Application Form. 3. Applications are required to be in single or joint names (not more than three). 4. If Allotment of Bonds is sought in the dematerialised form, ensure that the details about the Depository

Participant and beneficiary account are correct and the beneficiary account is active. 5. In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in

the Application Form as “XYZ Hindu Undivided Family applying through PQR”, where PQR is the name of

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the Karta. 6. Applicant’s Bank Account Details: The Bonds shall be allotted in dematerialised and physical form. For

instructions on how to apply for Allotment in the physical form, see “Procedure for Application – Applications for Allotment of Bonds in the physical form” on page 151. In case of Allotment in dematerialised form, the Registrar to the Issue will obtain the Applicant’s bank account details from the Depository. The Applicant should note that on the basis of the name of the Applicant, Depository Participant’s name, Depository Participant’s identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Issue will obtain from the Applicant’s beneficiary account, the Applicant’s bank account details. The Applicants are advised to ensure that bank account details are updated in their respective beneficiary accounts as these bank account details would be printed on the refund order(s), if any. Failure to do so could result in delays in credit of refunds to Applicants at the Applicants sole risk and neither the Lead Managers nor our Company nor the Refund Bank nor the Registrar to the Issue shall have any responsibility and undertake any liability for such delay.

7. Applications under Power of Attorney: Unless the Company specifically agree in writing, and subject to such terms and conditions as the Company may deem fit, in the case of Applications made under power of attorney, a certified copy of the power of attorney is required to be lodged separately, along with a copy of the Application Form at the office of the Registrar to the Issue simultaneously with the submission of the Application Form, indicating the name of the Applicant along with the address, Application number, date of submission of the Application Form, name of the bank and branch where it was deposited, cheque/demand draft number and the bank and branch on which the cheque/demand draft was drawn.

8. Permanent Account Number: All Applicants should mention their PAN allotted under the Income Tax Act in the Application Form. In case of joint applicants, the PAN of the first Applicant should be provided and for HUFs, PAN of the HUF should be provided. The PAN would be the sole identification number for participants transacting in the securities markets, irrespective of the amount of the transaction. Any Application Form without the PAN is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be rejected on this ground.

9. Joint Applications: Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form at the address mentioned therein.

10. Multiple Applications: An Applicant may make multiple applications for the total number of Bonds required. 11. Applicants are requested to write their names and Application serial number on the reverse of the instruments

by which the payments are made. 12. Tax Deduction at Source: Persons (other than companies and firms) resident in India claiming interest on

bonds without deduction of tax at source are required to submit Form 15G/Form 15H at the time of submitting the Application Form, in accordance with and subject to the provisions of the Income Tax Act. Other Applicants can submit a certificate under section 197 of the Income Tax Act. For availing of the exemption from deduction of tax at source from interest on Bonds the Applicant is required to submit Form 15G/ Form 15H certificate under section 197A of the Income Tax Act/ valid proof of exemption, as the case may be along with the name of the sole/ first Applicant, Bondholder number and the distinctive numbers of Bonds held to us on confirmation of Allotment. Applicants are required to submit Form 15G/ 15H/ certificate under section 197A of the Income Tax Act/ valid proof of exemption in each financial year.

13. All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form. 14. Ensure that the Applications are submitted to the Bankers to the Issue or collection centre(s)/ agents as may be

specified before Issue Closing Date. 15. Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the

beneficiary account is held with the Depository Participant. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form.

16. Tick the Series in the Application Form that you wish to apply for.

Don’ts:

1. Do not make an application for lower than the minimum Application size. 2. Do not pay the Application Amount in cash, by money order or by postal order or by stockinvest. 3. Do not send Application Forms by post; instead submit the same to a Bankers to the Issue / Designated

Collection Centre / Agent only. 4. Do not submit the GIR number instead of the PAN, as the Application Form is liable to be rejected on this

ground. 5. Do not submit the Application Forms without the full Application Amount for the number of Bonds applied

for.

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For further instructions, investors are advised to read the relevant tranche prospectus and Application Form carefully.

Applications for Allotment of Bonds in the physical form

Applicant(s) who wish to subscribe to, or hold, the Bonds in physical form can do so in terms of Section 8(1) of the Depositories Act and the Company is obligated to fulfill such request of the Applicant(s). Accordingly, any Applicant who wishes to subscribe to the Bonds in physical form shall undertake the following steps:

(i) Please complete the Application Form in all respects, by providing all the information including PAN and demographic details. However, do not provide the Depository Participant details in the Application Form. The requirement for providing Depository Participant details shall be mandatory only for the Applicants who wish to subscribe to the Bonds in dematerialised form.

(ii) Please provide the following documents along with the Application Form:

(a) Self-attested copy of the PAN card;

(b) Self-attested copy of the proof of residence. Any of the following documents shall be considered as a verifiable proof of residence:

• ration card issued by the GoI; or • valid driving license issued by any transport authority of the Republic of India; or • electricity bill (not older than three months); or • landline telephone bill (not older than three months); or • valid passport issued by the GoI; or • Voter’s Identity Card issued by the GoI; or • passbook or latest bank statement issued by a bank operating in India; or • leave and license agreement or agreement for sale or rent agreement or flat maintenance bill;

(c) Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited.

The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of the payments due to inaccurate details shall be at the sole risk of the Applicants and neither the Lead Managers nor the Company shall have any responsibility and undertake any liability for the same.

Applications for Allotment of the Bonds in physical form, which are not accompanied with the aforestated documents may be rejected at the sole discretion of the Company.

In relation to the issuance of the Bonds in physical form, note the following:

(i) An Applicant has the option to seek Allotment of Bonds in either electronic or physical mode. No partial Application for the Bonds shall be permitted and is liable to be rejected.

(ii) In case of Bonds that are being issued in physical form, the Company will issue one certificate to the Bondholder for the aggregate amount of the Bonds that are applied for (each such certificate a “Consolidated Bond Certificate”).

(iii) Any Applicant who provides the Depository Participant details in the Application Form shall be Allotted the Bonds in dematerialised form only. Such Applicant shall not be Allotted the Bonds in physical form.

(iv) No separate Applications for issuance of the Bonds in physical and electronic form should be made. If such Applications are made, the Application for the Bonds in physical mode shall be rejected. This shall be considered as a ground for technical rejection.

(v) The Company shall dispatch the Consolidated Bond Certificate to the address of the Applicant provided in the Application Form after completion of requisite procedure.

All terms and conditions disclosed in the relevant tranche prospectus in relation to the Bonds held in physical form pursuant to rematerialisation shall be applicable mutatis mutandis to the Bonds issued in physical form.

Subject to the lock-in for a minimum period of five years from the Deemed Date of Allotment, trading of the Bonds on

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the Stock Exchange shall be in dematerialised form only in multiples of one Bond.

Applications for Allotment of Bonds in the dematerialised form

As per the provisions of the Depositories Act, the Bonds can be held in dematerialised form, i.e., they shall be fungible and be represented by a statement issued through electronic mode. In this context, the Tripartite Agreements have been executed between our Company, the Registrar to the Issue and the respective Depositories for offering depository option to the Bondholders.

(a) All Applicants can seek Allotment in dematerialised mode or in physical form. Applications made for receiving Allotment in the dematerialised form without relevant details of his or her depository account are liable to be rejected.

(b) An Applicant applying for the Bonds must have at least one beneficiary account with either of the Depository Participants of either of the Depositories, prior to making the Application.

(c) The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s identification number) appearing in the Application Form.

(d) Allotment to an Applicant will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Applicant.

(e) Names in the Application Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

(f) If incomplete or incorrect details are given under the heading ‘Applicant’s Depository Account Details’, in the Application Form, it is liable to be rejected.

(g) The Applicant is responsible for the correctness of his or her demographic details given in the Application Form vis-à-vis those with his or her Depository Participant.

(h) Bonds in electronic form can be traded only on the stock exchange having electronic connectivity with the Depositories. BSE, where the Bonds are proposed to be listed, has electronic connectivity with the Depositories.

(i) The trading of the Bonds shall be in dematerialised form only.

Allottees will have the option to re-materialise the Bonds so Allotted as per the provisions of the Companies Act and the Depositories Act.

PAYMENT INSTRUCTIONS

Escrow Mechanism

The Company shall open Escrow Account(s) with one or more Escrow Collection Bank(s) in whose favour the Applicants shall make out the cheque or demand draft in respect of his or her Application. Cheques or demand drafts received for the Application Amount from Applicants would be deposited in the Escrow Account.

The Escrow Collection Banks will act in terms of the tranche prospectus(es) and the Escrow Agreement. The Escrow Collection Banks, for and on behalf of the Applicants, shall maintain the monies in the Escrow Account until the creation of security for the Bonds. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Applicants. On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by Allotment of the Bonds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account maintained with the Bankers to the Issue, provided that the sums received in respect of the Issue will be kept in the Escrow Account and the Company will have access to such funds only after creation of security for the Bonds. The amount representing the Applications that have been rejected shall be transferred to the Refund Account. Payments of refund to the Applicants shall be made from the Refund Account are per the terms of the Escrow Agreement and the tranche prospectus(es).

The Applicants should note that the escrow mechanism is not prescribed by SEBI or the Stock Exchange and has been established as an arrangement between the Company, the Lead Managers, the Escrow Collection Banks and the

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Registrar to the Issue to facilitate collection from the Applicants.

Payment into Escrow Account

Each Applicant shall draw a cheque or demand draft or remit the funds electronically through the mechanisms for the Application Amount as per the following terms:

(a) All Applicants would be required to pay the full Application Amount for the number of Bonds applied for, at the time of the submission of the Application Form.

(b) The Applicants shall, with the submission of the Application Form, draw a payment instrument for the full Application Amount in favour of the Escrow Account and submit the same to Bankers to the Issue. If the payment is not made favouring the Escrow Account along with the Application Form, the Application shall be rejected.

(c) The payment instruments for payment into the Escrow Account should be drawn in favour of “PFC – Public Bond Issue Account”.

(d) The monies deposited in the Escrow Account will be held for the benefit of the Applicants until the Designated Date.

(e) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreement into the Public Issue Account with the Bankers to the Issue. The Escrow Collection Bank shall also refund all amounts payable to Applicants whose Applications have been rejected by the Company.

(f) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected.

(g) Cash/ stockinvest/money orders/ postal orders will not be accepted.

Submission of Application Forms

All Application Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the designated collection banks during the Issue Period.

No separate receipts shall be issued for the money payable on the submission of Application Form. However, the collection banks will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant.

Online Applications

The Company may decide to offer an online Application facility for the Bonds, as and when permitted by applicable laws, subject to the terms and conditions prescribed.

Communications

All future communications in connection with Applications made in the Issue should be addressed to the Registrar to the Issue, quoting all relevant details regarding the Applicant/Application. Applicants may address our Compliance Officer as well as the contact persons of the Lead Managers and the Registrar to the Issue in case of any Issue related problems such as non-receipt of allotment advice/credit of Bonds in the Depositary’s beneficiary account/refund orders, etc.

Rejection of Applications

The Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof.

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Application would be liable to be rejected on one or more technical grounds, including but not restricted to:

• Number of Bonds applied for is less than the minimum Application size; • Applications not duly signed by the sole/joint Applicants; • Application amount paid not tallying with the number of Bonds applied for; • Applications for a number of Bonds which is not in a multiple of one; • Investor category not ticked; • Bank account details not given; • Applications by persons not competent to contract under the Indian Contract Act, 1872, as amended, including

a minor without a guardian name; • In case of Applications under Power of Attorney where relevant documents not submitted; • Application by stockinvest or accompanied by cash / money order / postal order; • Applications without PAN; and • For option to hold Bonds in Physical form, Depository Participant identification number, Client ID and PAN

mentioned in the Application Form do not match with the Depository Participant identification number, Client ID and PAN available in the records with the depositories;

• Address not provided in case of exercise of option to hold Bonds in physical form; • Copy of KYC documents not provided in case of option to hold Bonds in physical form. The collecting bank shall not be responsible for rejection of the Application on any of the technical grounds mentioned above.

Application Forms received after the closure of the Issue shall be rejected.

In the event, if any Bond(s) applied for is/are not Allotted, the Application monies in respect of such Bonds will be refunded, as may be permitted under the provisions of applicable laws.

Basis of Allotment

The Company shall finalise the Basis of Allotment in consultation with the Lead Managers, Designated Stock Exchange and the Registrar to the Issue.

Subject to the provisions contained in the relevant tranche prospectus and the Articles of Association of the Company, the Board or any other person(s) authorised by the Board will proceed to Allot the Bonds under the relevant tranche prospectus on a first come first basis up to the Issue Closing Date, regardless of the Series of Bonds applied for.

However, in the event of oversubscription above ` 6,900 crores, for valid applications for the bonds received on the date of oversubscription, the bonds shall be allotted proportionately, subject to the overall limit of ` 6,900 crores. Any applications for bonds received after the date of oversubscription shall be rejected.

Allotment advice/ Refund Orders

The Company reserves, in its absolute and unqualified discretion and without assigning any reason thereof, the right to reject any Application in whole or in part. The unutilised portion of the Application money will be refunded to the Applicant by an account payee cheque/demand draft. In case the cheque payable at par facility is not available, we reserve the right to adopt any other suitable mode of payment.

The Company shall credit the allotted Bond to the respective beneficiary accounts/dispatch the allotment advice/refund orders, as the case may be, by registered post at the Applicant’s sole risk, within the period of 70 days prescribed under Schedule II of the Companies Act.

Further,

(a) Allotment of the Bonds shall be made within 30 days of the Issue Closing Date; (b) credit to dematerialised accounts will be made within two Working Days from the date of Allotment; (c) the Company shall pay interest at 15% p.a. for delay beyond eight days prescribed under the Companies Act,

after the Company becomes liable to pay any amount on account of refund. The Company will provide adequate funds to the Registrar to the Issue, for this purpose.

Filing of the tranche prospectus(es) with the RoC

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A copy of the tranche prospectus(es) shall be filed with the RoC, in accordance with the provisions of Sections 56 and 60 of the Companies Act.

Pre-Issue Advertisement

Subject to Section 66 of the Companies Act, the Company shall, on or before the Issue Opening Date, publish a pre-Issue advertisement, in the form prescribed by the SEBI Debt Regulations, in one national daily newspaper with wide circulation.

IMPERSONATION Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which is reproduced below: “Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein,

or (b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in

a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.” Listing The Bonds will be listed on BSE.

If the permission to deal in and for an official quotation of the Bonds are not granted by BSE, we shall forthwith repay, without interest, all such moneys received from the Applicants in pursuance of the tranche prospectus(es). If such money is not repaid within eight days after we becomes liable to repay it, then the Company and every Director of the Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at 15% p.a. on application money, as prescribed under Section 73 of the Companies Act.

The Company shall use best efforts to ensure that all steps for the completion of the necessary formalities for listing at the Stock Exchange are taken within seven Working Days from the date of Allotment.

Utilisation of Application Money

The sums received in respect of the Issue will be kept in the Escrow Account and the Company will have access to such funds only after creation of security for the Bonds.

Undertaking by the Issuer

We undertake that:

(a) the complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily;

(b) we shall take necessary steps for the purpose of getting the Bonds listed within the specified time;

(c) the funds required for dispatch of refund orders/allotment advice/certificates by registered post shall be made available to the Registrar to the Issue by the company;

(d) necessary cooperation to the credit rating agency(ies) shall be extended in providing true and adequate information until the debt obligations in respect of the Bonds are outstanding;

(e) we shall forward the details of utilisation of the funds raised through the Bonds duly certified by our statutory auditors, to the Debenture Trustee at the end of each half year;

(f) we shall disclose the complete name and address of the Debenture Trustee in our annual report; and

(g) we shall provide a compliance certificate to the Debenture Trustee (on an annual basis) in respect of compliance of with the terms and conditions of issue of Bonds as contained in the tranche prospectus(es).

(h) We shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be

required by the company from time to time.

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SECTION VII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the main provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares or debentures and/or their consolidation/splitting are as detailed below. Please note that each provision herein below is numbered as per the corresponding article number in the Articles of Association and defined terms herein have the meaning given to them in the Articles of Association. SHARE CAPITAL

Capital

4. The Authorised Share Capital of the company is ` 20,00,00,00,000 (Rupees Two thousand crores) divided into 2,00,00,00,000 (Two hundred crores) equity shares of ` 10/- (Rupees Ten) each.

Company’s Shares not to be purchased

5. Except to the extent allowed by Section 77, no part of the funds of the company shall be employed in the purchase of or in loans upon the security of the company’s shares.

Buy Back of the Shares of the Company

5A. Notwithstanding, any thing contained in Article 5, the Company may buy back the shares of the Company to the extent and in the manner allowed under Section 77A of the Companies Act, 1956.

Allotment of Shares

6. Subject to the provisions of Section 81 of the Act and these articles, the shares in the capital of the Company for the time being shall be under the control of the Board of Directors who may issue, allot or otherwise dispose of the same to such persons, in such proportions and on such terms and conditions and either at a premium or at par or (Subject to the compliance with the provisions of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and subject to provisions of Section 77A of the Act with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the Company on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid-up shares and if so issued shall be deemed to be fully paid shares.

Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the Company in General Meeting.

CERTIFICATES

Share Certificate

7. The Certificates of title to shares shall be issued in accordance with provision of the Companies (Issue of Share Certificate) Rules, 1960.

Members right to Certificates

8. (i) Subject to the requirements of the listing agreement and the bye laws of the stock exchanges, every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the directors so approve (upon paying such fees as the directors may from time to time determine) to several certificates, each for one or more such shares and the Company shall complete and have ready for delivery such certificates within three months from the date of allotment unless the condition of issue thereof otherwise provide, or within one month of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of share shall be under the seal of the Company and shall specify the number and distinctive number of shares in respect of which it is issued and amount paid up thereon and shall be in such form as the directors may prescribe or approve.

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Provided that in case of securities held by the member in dematerialized form no share certificate shall be issued.

(ii) In respect of share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

Issue of new share certificates in place of one defaced, lost or destroyed

9. If any security certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsement of transfer upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any certificate be lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate, being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. Every certificate under the Articles shall be issued without payment of fees.

Provided that notwithstanding what is stated above the directors shall comply with such rules or regulations or requirements of any stock exchange or the rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.

The provision of this Article shall mutatis mutandis apply to the debentures of the Company.

CALLS

Calls on shares

10. The Board may, from time to time, make calls upon the members in respect of any moneys unpaid on their shares and specify the time or times of payments, and each member shall pay to the Company at the time or times so specified the amount called on his shares.

Provided, however, that the Board may, from time to time, at its discretion extend the time fixed for the payment of any call and may extend such time to allow any of the members whom for residence at a distance or other cause, the Board may deem entitled to such extension, but no member shall be entitled to such extension save as a matter of grace and favour.

When interest on call payable.

11. If a sum payable in respect of any call be not paid on or before the day appointed for payment thereof the holder for the time being or allottee of the share in respect of which a call shall have been made, shall pay interest on the same at such rate not exceeding 5 (five) per cent per annum as the Board shall fix from the day appointed for the payment thereof to the time of actual payment, but the Board may waive payment of such interest wholly or in part.

Payment in anticipation of calls may carry interest.

12. The Directors may, if they think fit subject to the provision of section 92 of the Act, agree to and receive from any member willing to advance the same, whole or any part of the moneys due upon the shares held by him beyond the sums actually called for, and upon the amount so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate, as may be decided by directors provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. The Directors may at any time repay the amount so advanced.

The members shall not be entitled to any voting rights in respect of the moneys so paid by them until the same would but for such payment, become presently payable.

The provisions of these Articles shall mutatis-mutandis apply to the calls on debentures of the Company.

Joint-holders’ liability to pay.

13. The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

FORFEITURE, SURRENDER AND LIEN

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Company’s Lien on shares

14. The Company shall have a first and paramount lien upon all the shares (other than fully paid-up shares and in case of partly paid shares the Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. Any such lien shall extend to all dividends, bonuses and interest from time to time declared/accrued in respect of such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares/debentures. The Directors may at any time declare any shares wholly or in part to be exempt from the provisions of this clause.

TRANSFER AND TRANSMISSION OF SHARES

Register of transfer.

21. The Company shall keep a book to be called register of transfers and therein enter the particulars of several transfers or transmission of any share.

Transfer & Transmission of Shares

22. Subject to the provisions of the Listing Agreements between the Company and the Stock Exchange, in the event that the proper documents have been lodged, the Company shall register the transfer of securities in the name of the transferee except:

(i) When the transferee is, in exceptional circumstances, not approved by the Directors in accordance with the provisions contained herein;

(ii) When any statutory prohibition or any attachment or prohibitory order of a competent authority restrains the Company from transferring the securities out of the name of the transferor;

(iii) When the transferor object to the transfer provided he serves on the Company within a reasonable time a prohibitory order of a court of competent jurisdiction.

Notice of refusal to register transfer

23. Subject to the provisions of Section 111 and 111A of the Act, the provisions of the Listing Agreements with the Stock Exchange and Section 22A of the Securities Contracts (Regulation) Act, 1956, the Directors may, at their own absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor a notice of the refusal to register such transfer provided that registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except when the Company has a lien on the shares. Transfer of shares/debentures in whatever lot shall not be refused.

Company not bound to recognize any interest in shares other than that of the registered holders.

24. Save as herein otherwise provided the Board shall be entitled to treat the person whose name appears on the register of members as the holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or as by law required) be bound to recognize any benami trust or equity or equitable contingent or other claim to or interest in such share on the part of any person, whether or not it shall have express or implied notice thereof.

Execution of transfer

25. The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

Instrument of Transfer

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25A The instrument of transfer in case of shares held in physical form shall be in writing and all provisions of section 108 of the Companies Act, 1956 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

Form of transfer

26. A common form of transfer of shares or debentures as the case may be, shall be used by the Company.

Transfer to be left at office and evidence of title to be given

27. Every instrument of transfer shall be left at the office for registration accompanied by the certificate of the shares to be transferred and such evidence as the Company may require to prove the title of the transferor, or his right to transfer the shares. All instruments of transfer shall be retained by the company but any instrument of transfer which the Board may decline to register shall be returned to the person depositing the same.

Transmission by operation of law.

28. Nothing contained in Article 22 shall prejudice any power of the company to register as shareholder any person to whom the right to any shares in the company has been transmitted by operation of law.

Fee on transfer

29. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters of administration, certificate of death or marriage, power of attorney or similar other document.

When transfer books and register may be closed

30. The transfer books and register of members or register of debenture holders may be closed for any time or times not exceeding in the aggregate 45 days in each year but not exceeding 30 days at a time, by giving not less than seven days previous notice and in accordance with Section 154 of the Act.

Board’s right to refuse registration

31. Subject to the provision of Act, the Board shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee, as if he were the transferee named in the ordinary transfer presented for registration.

INCREASE, REDUCTION AND ALTERATION OF CAPITAL

Transfer & Transmission of bonds/debentures

32. Unless otherwise provided the Act or rules made there under or any notification/ guidelines/ instructions/ of the Govt. of India in that behalf, the procedures for transfer and transmission of shares shall mutatis mutandis apply to transfer and transmission of debentures/bonds.

Nomination

32A. 1. Every Share/Bond/Debenture holder and a Depositor under the Company’s Public Deposit Scheme (Depositor) of the company may at any time, nominate in the prescribed manner a person to whom his Shares/Bonds/Debentures or deposits in the company shall vest in the event of his death.

2. Where the Shares or Bonds or Debentures or Deposits in the company are held by more than one person jointly, the joint holder may together nominate, in the prescribed manner a person to whom all the rights in the shares or bonds or debentures or deposits in the company as the case may be shall vest in the event of death of all the joint holders.

3. Notwithstanding anything contained in any other law for the time being in force or in disposition, whether testamentary or otherwise, in respect of such Shares/Bonds/Debentures or Deposits in the company, where nomination made in the prescribed manner purport to confer on any person the right to vest the share/bond/debentures or deposits in the company, the nominee shall on the death of the Share/Bond/Debentures holder or a depositor, as the case may be, on the death of the joint holders become entitled to all the rights in such shares/bonds/debentures or deposits, as the case may be, all the joint holders in relation to such share/bonds/debentures or deposits, to the exclusion of all persons, unless the nomination is

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varied, cancelled in the prescribed manner.

4. Where the nominee is minor, it shall be lawful for the holder of the share/bonds/debentures or deposits, to make the nomination to appoint, in the prescribed manner, any person to become entitled to shares/bonds/debentures or deposits, in the company, in the event of his death, during the minority.

Transmission of securities by Nominee

32B. A nominee upon production of such evidence as may be required by the Board and subject as hereinafter provide, elect, either-

1. to be registered himself as holder of the share/bonds/debentures or deposits, as the case may be; or 2. to make such transfer of the share/bonds/debentures or deposits, as the case may be, as deceased

share/bond/debenture holder or depositor, could have made; 3. if the nominee elects to be registered as holder of the share/bonds/debentures or deposits, himself, as the

case may be, he shall deliver or send to the company a notice in writing signed by him stating that he so elects and such notice shall be compiled with the death certificate of the deceased share/bond/debenture holder, or depositor, as the case may be;

4. a nominee shall be entitled ti the same dividends and other advantages to which he would be entitled to, if he were the registered holder of the share/bond/debentures or deposits, except that he shall not, before being registered as a member in respect of his share/bond./debenture or deposit be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company.

Provided further that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share/bind/debenture or deposits, and if the notice is not complied with within 90 days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable or rights accruing in respect of the share/bond/debenture or deposits, until the requirements of the notice have been complied with.

Increase of Capital

33. Subject to the provisions of the Act the Company in General Meeting, may increase the share capital by such sum to be divided into shares of such amount as the resolution shall prescribe.

On what condition new shares may be issued

34. New shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation whereof shall direct. Provided that no shares (not being preference share) shall be issued carrying voting right or rights in the Company as to dividend, capital or otherwise, which are disproportionate to the rights attaching to the holders of other shares (not being preference shares).

How far new shares to rank with shares in original capital.

35. Except so far as otherwise provided by the conditions of issue, or by these articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, lien, voting, surrender and otherwise.

New shares to be offered to members

36. The new shares (resulting from an increase of capital as aforesaid) may be issued or disposed of by the directors to such persons and on such terms and conditions as they think fit.

Further issue of Shares

36A.1. Where at the time after the expiry of two years from the formation of the Company or at time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the Company by allotment of further shares either out of the unissued capital or out of the increased share capital then:

a) Such further shares shall be offered to the persons who at the date of the offer, are holders of the equity shares of the Company, in proportion as near as circumstances admit, to the capital paid-up on that shares at the date.

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b) Such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than thirty days from the date of the offer and the offer if not accepted, will be deemed to have been declined.

c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to them in sub clause (b) hereof shall contain a statement of this right, provided that the directors may decline, without assigning any reason to allot any shares to any person in whose favour any member may renounce the shares offered to him.

d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose off them in such manner and to such person(s) as they may think, in their sole discretion, fit.

2. Notwithstanding anything contained in sub-clause (1) hereof, the further shares aforesaid may be offered to any person (whether or not those persons include the persons referred to in clause (a) of sub-clause (1) hereof in any manner whatsoever:

a) If a special resolution to that effect is passed by the Company in General Meeting, or

b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or on a poll as the case may be) in favour of the proposal contained in the resolution moved in the general meeting (including the casting vote, if any, of the chairman) by the members who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied on an application made by the Board of Directors in this behalf the proposal is most beneficial to the Company.

3. Nothing in sub-clause (c) of (1) hereof shall be deemed:

a) To extend the time within which the offer should be accepted; or

b) To authorize any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation.

4. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option attached to the debenture issued or loans raised by the Company:

i) To convert such debentures or loans into shares in the Company, or

ii) To subscribe for shares in the Company (whether such option is conferred in these Articles or otherwise)

Provided that the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term

a) either has been approved by the Central Government before the issue of the debentures or the raising of the loans or is in conformity with the rules, if any, made by that Government in this behalf; and

b) in the case of debentures or loan or other than debentures issued to or loans obtained from Government in this behalf, has also been approved by a special resolution passed by the Company in General Meeting before the issue of the debentures or raising of the loans.

Reduction of Capital etc.

37. Subject to provision of section 100-104 of the Act, the Company may, from time to time, by special resolution, reduce its capital by paying off capital or cancelling capital which has been lost or is un-represented by available assets or is superfluous or by reducing the liability on the shares or otherwise as may deem expedient, and capital may be paid off upon the footing that it may be called upon again or otherwise, and the Board may, subject to the provisions of the Act, accept surrender of shares.

Sub-division and consolidation of shares

38. Subject to the provisions of the Act, the Company in general meeting may, from time to time sub-divide or consolidate its shares or any of them and exercise any of the other powers conferred by sub-section (i) (a) to (e) of section 94 of the Act and shall file with the registrar such notice of exercise of any such powers as may be required by the Act.

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De-materialization of securities

38A.a) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize or rematerialize its shares, debentures and other securities (both present and future) held by it with the Depository and to offer its shares, debentures and other securities for subscription in a dematerialized form pursuant to the Depositories Act, 1996 and the Rules framed thereunder, if any.

b) Every person subscribing to securities offered by the Company shall have the option to receive the security certificate or to hold the securities with a Depository. Such a person who is the beneficial owner of securities can at any time opt out of a Depository, if permitted by law, in respect of any security and the Company shall, in the manner and within the time prescribed provided by the Depositories Act, 1996 issue to the beneficial owner the required Certificates of Securities.

If a person opts to hold his security with a depository, then notwithstanding anything to the contrary contained in the Act or in these Articles, the Company shall intimate such Depository the details of allotment of the security and on receipt of the information, the Depository shall enter in its record the name of the allottee as the beneficial owner of the security.

c) All securities held by a Depository shall be dematerialized and shall be in fungible form. Nothing contained in Sections 153 of the Act shall apply to a Depository in respect of securities held by it on behalf of the beneficial owners.

(d)(i) Notwithstanding anything to the contrary contained in the Act or in these Articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner.

(ii) Save as otherwise provided in (i) above, the Depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.

(iii) Every person holding securities of the company and whose name is entered as the beneficial owner in the records of the Depository shall be deemed to be a member/ debenture holder, as the case may be, of the company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a Depository.

(a) Notwithstanding anything to the contrary contained in the Act or in these Articles to the contrary where securities are held in a Depository, the records of the beneficial ownership may be served by such Depository on the Company by means of electronic mode or by delivery of floppies or discs.

(b) Nothing contained in the Act or in these Articles, shall apply to a transfer or transmission of Securities where the company has not issued any certificates and where such Shares or Debentures or Securities are being held in a electronic and fungible form in a Depository. In such cases the provisions of the Depositories Act, 1996 shall apply.

(c) Notwithstanding anything to the contrary contained in the Act or these Articles, after any issue where the securities are dealt with by a Depository, the company shall intimate the details thereof to the depository immediately on allotment of such securities.

(d) Nothing contained in the Act or in these Articles regarding the necessity of having distinctive numbers for securities issued by the Company shall apply to securities held by a Depository.

(iv) Notwithstanding anything contained in these Articles the Company shall have the right to issue Securities in a public offer in dematerialized form as required by applicable laws and subject to the provisions of applicable law, trading in the Securities of the Company post-listing shall be in the demat segment of the relevant Stock Exchanges, in accordance with the directions of SEBI, the Stock Exchanges and the terms of the listing agreements to be entered into with the relevant Stock Exchanges.

MODIFICATION OF CLASS RIGHTS

Power to modify rights of different classes of shareholders.

39. If at any time, the capital, by reason of the issue of preference shares or otherwise, is divided into different classes of shares all or any of the rights and privileges attached to each class may, subject to the provisions of Sections 106 and 107 of the Act be modified, abrogated or dealt with by agreement between the company and

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by any person purporting to contract on behalf of that class, provided such agreement is (a) ratified in writing by the holder of at least three-fourth of the nominal value of the issued shares of that class or (b) confirmed by a special resolution passed at a separate general meeting of the holders of shares of that class and all the provisions hereinafter contained as to general meeting shall mutatis mutandis apply to every such meeting, except that the quorum thereof shall be members holding or representing by proxy one-fifth of the nominal amount of the issued shares of that class. This article is not by implication to curtail the power of modification which the company would have if the article was omitted.

BORROWING POWERS

Power to borrow

40. Subject to the provisions of the act and regulations made there under, the Board of Directors may, from time to time, by resolutions passed at a meeting of the Board, accept deposit, or borrow from the Members, either in advance of calls or otherwise, or accept deposits from public and may raise and secured the payment of such sum or sums in such manner and upon such terms and conditions in all respect as the think fit and in particular by the issue of bonds, perpetual or redeemable debenture stock, or any mortgage or charge or other security on the undertaking or the whole or any part of the property of the company (both present and future) including its uncalled capital for the time being.

Subject to Section-76 of Companies Act, the Board may authorise payment of underwriting or such other commission and brokerage as may be appropriate.

Securities may be assignable free from equities

41. Debenture, debenture stock, bond or other securities, may be made assignable free from any equities between the Company and the persons to whom the same be issued.

Issue of debentures etc. at discount or with special privilege

42. Subject to section-117 of the act, any debenture, debenture stock, bond or other securities may issued at discount, premium or otherwise, and with any special privilege as to redemption, surrender, drawings and allotment of shares attending (but not voting) at the general meeting, appointment of directors and otherwise debenture with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the general meeting by a special resolution.

Persons not to have priority over any prior charge

43. Whenever any uncalled capital of the Company is charged all persons taking any subsequent charge thereon shall taken the same subject to prior charge and shall not be entitled by notice to the shareholders or otherwise, to obtain priority over such prior charge.

GENERAL MEETINGS

Annual General Meetings.

44. The first annual general meeting of the company shall be held within 18 months from the date of its incorporation and thereafter the next general meeting of the company shall be held within 6 months after the expiry of the financial year in which the first annual general meeting was held and thereafter an annual general meeting shall be held by the company within 6 months after the expiry of each financial year, in accordance with the provisions of Section 166 of the Act. Such general meetings shall be called “Annual General Meetings”.

Extraordinary General Meetings.

45. All general meetings other than “Annual General Meetings” shall be called “Extraordinary General Meetings”. The Board may whenever it thinks fit, and they shall when so required by the President or on the requisition of the holders of not less than one tenth of the paid up share capital of the company upon which all calls or other sums then due have been paid, forthwith proceed to convene an extraordinary general meeting of the company and in case of such requisition the following provisions shall have effect:

(i) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the office and may consist of several documents in like form each signed by one or more requisitionists.

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(ii) If the Board does not proceed within 21 days from the date of deposit of valid requisition to call a meeting on a day not later than 45 days from such date the meeting may be called by such of the requisitionists as represent either majority in value of the paid up share capital held by all of them or not less than one-tenth of such of the paid up share capital of the company as is referred to in clause (a) of sub-section (4) of Section 169 of the Act whichever is less.

(iii) Any meeting convened under this article by the requisitionists shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Board.

If, after a requisition has been received, it is not possible for a sufficient number of Directors to meet in time so as to form a quorum, any Director may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Board.

Notice of Meeting.

46.(a) A general meeting of the Company may be called by giving not less than 21 days’ notice in writing.

(b) A general meeting may be called after giving shorter notice than that specified in sub-clause (a) if consent is accorded thereto:

(i) in the case of an annual general meeting by all the members entitled to vote thereat; and

(ii) in the case of any other meeting by members of the company holding not less than 95 per cent of such part of the paid-up share capital of the company as gives a right to vote at the meeting.

Provided that where any members of the Company are entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purpose of this sub-clause in respect of the former resolution or resolutions and not in respect of the latter.

Business at the Annual General Meeting.

54.(a) In the case of an Annual General Meeting, all business to be transacted at the meeting shall be deemed special, with the exception of business relating to:

(i) the consideration of accounts, Balance Sheet and report of the Board of Directors and Auditors;

(ii) the declaration of a dividend;

(iii) the appointment of Directors in the place of those retiring; and

(iv) the appointment of, and the fixing of remuneration of the Auditors; and

(b) In the case of any other meeting all business shall be deemed special.

Explanatory statement to be annexed to the notice.

55.(i) Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each item of business, including in particular the nature of the concern or interest, if any, therein, of every Director, and the Manager, if any.

Provided that where any item of special business as aforesaid to be transacted at a meeting of the company relates to, or affects any other company, the extent of shareholding interest in that other company of every Director, and Manager, if any, of the Company shall also be set out in the statement if the extent of such shareholding interest is not less than twenty per cent of the paid-up share capital of that other Company.

(ii) Where any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.

PROCEEDINGS AT GENERAL MEETINGS

Quorum

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56.(i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

(ii) Five members present in person or by duly authorized representative shall be quorum for a General Meeting of the Company.

Right of President to appoint any person as his representative.

57.(i) The President, so long as he is a shareholder of the company may, from time to time, appoint such person as he thinks fit (who need not be member of the company) to represent him at all or any meetings of the company.

(ii) Any one of the persons appointed under sub-clause (i) of this article who is personally present at the meeting shall be deemed to be member entitled to vote and be present in person and shall be entitled to represent the President at all or any such meeting and to vote on his behalf whether on a show of hands or on a poll.

(iii) The President may, from time to time, cancel any appointment made under sub-clause (i) of this article and make fresh appointments.

(iv) The production at the meeting of an order of the President, evidenced as provided in the Constitution of India, shall be accepted by the company as sufficient evidence of any such appointment or cancellation as aforesaid.

(v) Any person appointed by the President under this article may, if so authorised by such order, appoint a proxy whether specially or generally.

Chairman of general meeting.

58. The Chairman of the Board of Directors shall be entitled to take the chair at every general meeting or if there be no such chairman, or if at any meeting he shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act as chairman, the members present shall choose another Director as chairman, and if no Director shall be present or, if all the Directors present decline to take the chair, then the members present shall choose one of the members to be chairman.

Proceeding when quorum not present.

59. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon any requisition of the members, shall be dissolved but in any other case it shall stand adjourned to the same day in the next week not being a public holiday (but if the same be a public holiday the meeting shall stand adjourned to the succeeding date of such public holiday) at the same time and place, or to such other day and at such other time and place as the Board may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, those members who are present shall be a quorum and may transact the business for which the meeting was called.

How questions to be decided at meetings.

60. Every question submitted to a meeting shall be decided in the first instance by a show of hands, and in the case of an equality of votes the chairman shall, both on a show of hands and at a poll (if any), have a casting vote in addition to the vote to which he may be entitled as a member.

What is to be evidence of the passing of resolution where poll not demanded.

61. At any general meeting resolution put to vote of the meeting shall be decided on a show of hands, unless a poll is, before or on the declaration of the result of the show of hands, demanded by a member present in person or proxy or by duly authorised representative, and unless a poll is so demanded, a declaration by the chairman that resolution has, on a show of hands been carried or carried unanimously or by particular majority or lost, and an entry to that effect in the book of proceedings of the company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.

Poll

62. If a poll is duly demanded, it shall be taken in such manner and at such time and place as in accordance with Sections 179 and 180 of the Act.

Power to adjourn general meeting.

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63. The chairman of a general meeting may, with the consent of the meeting, adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

In what cases poll taken without adjournment

64. Subject to the provisions of Section-180 of the Act, any poll duly demanded on the election of a chairman of a meeting or any question of adjournment shall be taken at the meeting and without adjournment.

Business may proceed not withstanding demand of poll

65. The demand of a poll shall not prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Chairman’s decision conclusive

66. The chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

VOTES OF MEMBERS

Votes

67. Every member entitled to vote and present in person or by proxy shall have one vote on a show of hands and upon a poll one vote for each share held by him.

Postal Ballot

69A. Notwithstanding anything contained in the Articles of the Company, the Company do adopt the mode of passing resolutions by the members of the Company by means of Postal Ballot (which includes voting by electronic mode) and/or other ways as may be prescribed in the Companies (Passing of Resolutions by Postal Ballot) Rules, 2001 in respect of the matters specified in said Rules as modified from time to time instead of transacting such business in a general meeting of the company subject to compliances with the procedure for such postal ballot and/or other requirements prescribed in the rules in this regard.

BOARD OF DIRECTORS

Number of Directors

80. Until otherwise determined in a general meeting the number of Directors of the company shall not be less than three and not more than twelve. The Directors are not required to hold any qualification shares.

Appointment of Chairman, Managing Director and other Directors

81.(1) The President shall appoint one of the Directors as the Chairman and shall appoint other Directors in consultation with the Chairman provided that no such consultation is necessary in respect of Government representatives on the Board of Directors of the company. The Directors (including the Chairman/Managing Director) shall be paid such salary and/or allowance as the President may from time to time determine.

(2) The President may from time to time appoint a Managing Director and other whole-time Director/ Directors on such terms and remuneration (whether by way of salary or otherwise) as he may think fit.

(3) All the Directors of the Corporation except the Chairman, the Managing Director/whole-time Directors and the Government representatives on the Board of Directors shall, unless otherwise specified in their order of appointment, retire at the end of three years from the date of their appointment. The Directors so retired will be eligible for reappointment.

(4) Subject to the relevant provisions of the Act, the President shall have the right to remove or dismiss the Chairman, the Managing Director/whole-time Director and the Directors for any reasons whatsoever and shall have the right to fill in any vacancy in the office of the Chairman, Managing Director/whole-time Director or the Directors caused by removal, dismissal, resignation, death or otherwise.

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(5) Subject to the provisions of Section 292 of the Companies Act, the Board of Directors may, from time to time, entrust and confer upon the Chairman or Managing Director for the time being such of the powers as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient and may, from time to time, revoke, withdraw, alter or vary all or any of such powers.

Disclosure of interest and interested Directors not to participate or vote in Board’s proceedings

82.(i) Every Director of the company shall disclose the nature of his concern or interest in accordance with the provisions of Section 299 of the Act.

(ii) No Director of a company shall, as a Director, take any part in the discussion of or vote on, any contract or arrangement entered into or to be entered into, by or on behalf of the company, if he is in any way, whether directly or indirectly, concerned or interested in the contract or arrangement; nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void as provided in Section 300 of the Act.

Disqualifications of and vacating of office by Directors

83. A person shall not be capable of being appointed as a Director of the company if he suffers from any of the disqualifications enumerated in Section 274 of the Act.

The office of a Director shall be vacated if any of the conditions set out in Section 283 of the Act comes to happen. This is without prejudice to the right of the President to remove any Director without assigning any reason whatsoever.

Alternate Director

84. The President may, in consultation with the Chairman of the company, and subject to Section 313 of the Act, appoint an alternate Director to act for a Director during the absence of the Director from the State, in which meetings of the Board are ordinarily held, for a period of not less than three months.

Powers of Chairman

85. (a) The Chairman shall reserve for the decision of the President any proposal or decision of the Board of Directors in any matter which in the opinion of the Chairman is of such importance as to be reserved for the approval of the President. No action shall be taken by the company in respect of any proposal or decision of the Board of Directors reserved for approval of the President as aforesaid until his approval to the same has been obtained.

(b) Without prejudice to the generality of the other provisions contained in these Articles, the Board shall reserve for the decision of the President any matter relating to:

(i) The Company’s revenue budget in case there is an element of deficit, which is proposed to be met by obtaining funds from the Government.

(ii) Winding up of the Company.

(iii) Sale, lease, disposal or otherwise of the whole or substantially the whole of the undertaking of the company.

(iv) Any other matter which in the opinion of the Chairman and Managing Director be of such importance as to be reserved for the approval of the President.

Right of the President

86. Notwithstanding anything contained in all these Articles the President may from time to time issue such directives or instructions as may be considered necessary in regard to conduct of business and affairs of the company and in like manner may vary and annul any such directive or instruction. The Directors shall give immediate effect to the directives or instructions so issued. In particular, the President will have the powers:

(i) To give directives to the Company as to the exercise and performance of its functions in matters involving national security or substantial public interest.

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(ii) To call for such returns, accounts and other information with respect to the property and activities of the company as may be required from time to time.

(iii) To determine in consultation with the Board annual, short and long term financial and economic objectives of the Company.

Provided that all directives issued by the President shall be in writing addressed to the Chairman. The Board shall except where the President considers that the interest of national security requires otherwise incorporate the contents of directives issued by the President in the annual report of the Company and also indicate its impact on the financial position of the Company.

General powers of the company vested in Directors

88. (i) Subject to the provisions of the Act and these articles, the Board of Directors of the company shall be entitled to exercise all such powers and to do all such acts and things as the company is authorised to exercise and do.

Provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or any other Act or by the Memorandum and Articles of the company in general meeting.

Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in the Act or any other Act or in Memorandum and Articles of the company, or in any regulations not inconsistent therewith and duly made there under, including regulations made by the company in general meeting.

(ii) No regulation made by the company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

RESERVE AND DIVIDEND

Division of Profit

101. (i) The profits of the Company available for payment of dividend subject to any special rights relating thereto created or authorised to be created by these Articles of Association and subject to the provisions of the Act and Articles of Association as to the reserve fund and amortisation of capital shall be divisible among the members in proportion to the amount of capital paid-up by them respectively. Provided always that (subject as aforesaid) any capital paid-up on a share during the period in respect of which a dividend is declared shall only entitle the holder of such share to an apportioned amount of such dividend as from the date of payment.

(ii) No dividend shall be declared or paid by the company for any financial year except out of profits of the company for that year arrived after providing for the depreciation in accordance with the provisions of sub--section (2) of section 205 of the Act or out of profits of the company for any previous financial year or years arrived after providing for the depreciation in accordance with applicable laws and remaining undistributed or out of both or out of moneys provided by the government for the payment of dividend in pursuance of a guarantee given by the government. No dividend shall carry interest against the company.

(iii) For the purpose of the last preceding article, the declaration of the directors as to the amount of the profits of the company shall be conclusive.

(iv) Subject to the provisions of section 205 of the Act as amended, no dividend shall be payable except in cash.

(v) A transfer of shares shall not pass the right to any dividend declared thereon after transfer and before the registration of the transfer.

(vi) Any one of the several persons who are registered as the joint holders of any share, may give effectual receipts for all dividends and payments on accounts of dividends in respect of such shares.

(vii) Unless otherwise directed any dividend may be paid by cheque or demand draft or warrant or such other permissible means to the registered address of the member or person entitled or in the case of joint holding, to the registered address of that one whose name stands first in the register in respect of joint holding and every cheque, demand draft or warrant so sent shall be made payable to the member or to such person and to such address as the shareholder or the joint shareholders in writing may direct.

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The Company in General Meeting may declare a dividend

102. The company in General meeting may declare a dividend to be paid to the members according to their respective rights and interest in the profits and may fix the time for payment but no dividend shall exceed the amount recommended by the Board.

Interim Dividend

103. The Directors may, from time to time, pay to the members such interim dividends as in their judgement the position of the Company justifies.

Unpaid or unclaimed dividend

103.A There shall not be any forfeiture of unclaimed dividends and the company shall comply with the applicable provisions of the Act relating to transfer of unclaimed and unpaid dividend to the Investor Education and Protection Fund or to any such other fund as may be required under applicable laws.

WINDING UP

Distribution of assets on winding up

113. If the company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up, at the commencement of the winding up of the shares held by them respectively. And if in a winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up, paid up or which ought to have been paid up on the shares held by them respectively. But this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

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SECTION VIII – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Draft Shelf Prospectus) which are or may be deemed material have been entered or are to be entered into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the Registered and Corporate Office of the Company situated at ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India, from 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) from the date of this Draft Shelf Prospectus until the date of closing of the issue.

MATERIAL CONTRACTS

1. Memorandum of Understanding dated September [●], between the Company and the Lead Managers.

2. Memorandum of Understanding dated September 7, 2011 between the Company and the Registrar to the Issue.

3. Appointment Letter dated August 1, 2011 for the appointment of Debenture Trustee for the Bondholders.

4. Escrow Agreement dated [●] between the Company, the Registrar, the Escrow Collection Bank(s), and the Lead Managers.

5. Tripartite Agreement dated April 25, 2006, between CDSL, the Company and the Registrar to the Issue.

6. Tripartite Agreement dated May 16, 2006 between NSDL, the Company and the Registrar to the Issue.

MATERIAL DOCUMENTS

1. Memorandum and Articles of Association of the Company, as amended to date.

2. Resolution passed at 281st Meeting of the Board of Directors held on March 17, 2011 approving the borrowing programme of ` 27,500 crores for the year 2011-12 and authorizing the Chairman & Managing Director to exercise powers in relation to raising of debt issues.

3. Board resolution dated [●], approving the Issue and related matters.

4. Copy of shareholders resolution dated September 25, 2007 u/s 293 (1) (a) and 293 (1) (d) for borrowing limit and creation of security respectively

5. Letter dated August 25, 2011 of CRISIL assigning ‘AAA/Stable’ (Pronounced ‘Triple A with stable outlook’) raiting for our infrastructure bonds aggregating to ` 6,900 crores and letter dated September 7, 2011 of ICRA assigning ‘AAA with a Stable outlook’ for our long-term infrastructure bonds of ` 6,900 crores (part of ` 27,500 long term borrowings programmes for the financial year 2011-12).

6. Consents of each of the Directors, Lead Managers, Legal Advisors to the Issue, Registrar to the Issue, Bankers to the Issue (to be appointed at the time of filing the Shelf Prospectus), Bankers to the Company, the Debenture Trustee for the Bonds and the Credit Rating Agencies to include their names in the Draft Shelf Prospectus, in their respective capacities.

7. Consent of the Auditors, for inclusion of their name and the report on the Accounts in the form and context in which they appear in the Draft Shelf Prospectus and their statement on tax benefits mentioned herein.

8. Auditor’s Report dated August 27, 2011 on unconsolidated financial statements prepared under Indian GAAP for the financial year March 31, 2007, 2008, 2009, 2010 and 2011, and consolidated financial statements prepared under Indian GAAP for the financial year 2009, 2010 and 2011.

9. Certificate dated September 12, 2011 issued by the Auditors on the amount and eligibility to carry out the Issue of Infrastructure Bonds under section 80CCF of Income Tax Act, 1961, in terms of the Notification dated September 9, 2011 of CBDT.

10. Annual Report of the Company for the last five Fiscals.

11. In-principle listing approval from BSE, through letter no. [●] dated [●].

12. Due Diligence Certificate dated [●] from each of the Lead Managers.

13. Due Diligence Certificate dated [●] from the Debenture Trustee.

Any of the contracts or documents mentioned above may be amended or modified at any time, without reference to the Bondholders, in the interest of the Company in compliance with applicable laws.

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DECLARATION

We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act, the SEBI Debt Regulations, and all relevant guidelines issued by SEBI, the Government of India and any other competent authority in this behalf, have been duly complied with, and that no statement made in this Draft Shelf Prospectus contravenes such applicable legal requirements.

We further certify that this Draft Shelf Prospectus does not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made, misleading and that all statements in this Draft Shelf Prospectus are true and correct.

Signed by all the Directors of the Company

1. Mr. Satnam Singh

2. Mr. Mukesh Kumar Goel

3. Mr. Rajeev Sharma

4. Mr. Radhakrishnan Nagarajan

5. Mr. Devender Singh

6. Mr. Ravindra Harshadrai Dholakia

7. Mr. P. Murali Mohana Rao

8. Mr. Suresh Chand Gupta

9 Mr. Ajit Prasad

10. Mr. Krishna Mohan Sahni

Place: New Delhi Date: September 12, 2011

ANNEXURE I

FINANCIAL STATEMENTS

Raj Har Gopal & Co. N.K.Bhargava & Co. Chartered Accountants, Chartered Accountants, 412, Ansal Bhawan, C-31, Ist Floor, Acharya Niketan, 16, K.G. Marg Mayur Vihar Phase-I New Delhi – 110 001 New Delhi – 110 091. Ph no.011 41520698,41520699 Ph no. 011 22752376 E-mail:rajhargopal@hotmail.com E-mail: nkbhargavacompany@yahoo.co.in

AUDITORS’ REPORT The Board of Directors Power Finance Corporation Limited, “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi-110001 Dear Sir, Re: Proposed public issue by the Power Finance Corporation (“Issuer”) of Bonds (the “Bonds”) not exceeding aggregate amount of Rs. 6,900 Crores (the “Shelf limit”) by way of issuance of Bonds in one or more tranches (each a “Tranche Issue” and together all Tranche Issues up to the Shelf Limit, the “Issue”) 1. We have examined the financial information of POWER FINANCE CORPORATION LIMITED (the

“Company”) annexed to this report and initialed by us for identification purposes only. The said financial information has been prepared by the Company in accordance with the requirements of paragraph B(1) of Part II of Schedule II to the Companies Act, 1956 (the “Act”) and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“SEBI Regulations”) as amended issued by the Securities and Exchange Board of India, in pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992, and related clarifications and in terms of our engagement agreed with you in accordance with our engagement letter dated 26th August, 2011 in connection with the Company’s Proposed Issue of secured, Redeemable, Non-Convertible Debentures, having Benefits Under Section 80CCF of the Income Tax Act, 1961.

2. Financial Information as per Audited Financial Statements

We have examined the attached ‘Statements of Assets and Liabilities’ of the Company for the financial year as at 31st March, 2007 to 31st March, 2011 (Annexure I), ‘Statement of Profits’ of the Company for the financial year from 31st March, 2007 to 31st March, 2011 (Annexure II), and ‘Statement of Cash Flows’ of the Company for the financial year from 31st March, 2007 to 31st March, 2011 (Annexure III), collectively referred to as ‘Audited Standalone Financial Information’. The Audited Standalone Financial Information have been extracted from the audited financial statements of the Company. The financial statements of the Company for the year ended 31st March 2011 have been audited by Raj Har Gopal & Co., Chartered Accountants jointly with Mehra Goel & Co., Chartered Accountants, for the year ended 31st March,2010 by Raj Har Gopal & Co., Chartered Accountants jointly with K.K. Soni & Co., Chartered Accountants, for the year ended March 31, 2009 by K.K. Soni & Co., Chartered Accountants and for the years ended 31st March , 2008 and 31st March, 2007 have been audited by Bansal Sinha & Co., Chartered Accountants and adopted by the members. Based on our examination of these Audited Financial Information, we state that:

i. These have to be read in conjunction with the Significant Accounting Policies and Notes to the

Accounts given in Annexure IV and V respectively to this report.

ii. The figures of earlier years / periods have been regrouped (but not restated retrospectively for change in any accounting policy), wherever necessary, to confirm to the classification adopted for the Audited Financial Information.

iii. There are no extraordinary items that need to be disclosed separately in the Audited Financial

Information.

iv There is no qualification in the auditor’s report on the Standalone financial statements for the year ended 31st March, 2011 that require adjustments to the Audited Financial Information.

v. There are qualifications in the auditor’s report on standalone financial statements as on and for the year ended 31st March 2010 that require adjustments to the Audited Standalone Financial Information, which has not been given effect to, is as under:

a) “Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert

Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability” (DTL) on special reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in the year 2004-05, by charging Profit & Loss Account with Rs.142.87 crores and debiting the Free Reserves by Rs 745.14 crores (for creating DTL for the years 1997-98 to 2003-04). Since, then the Company continued to provide DTL till the end of March, 2008 by charging Profit & Loss Account. The total amount towards DTL upto 31st March, 2008 comes to Rs.1228.38 crores. The Company during the year 2008-09 reversed the DTL provided in earlier years amounting to Rs. 1228.38 crores and also did not provide DTL amounting to Rs. 291.21 crores (including Rs. 133.28 crores for the year 2008-09)in the current year, contrary to, opinions expressed by the EAC of the ICAI on two occasions dated 23.11.2004 and 18.05.2006, clarification furnished in July,2009 by the ICAI on the request of the Comptroller and Auditor General of India and mandatory provisions of Accounting Standard-22”

In view of the facts and circumstances placed before us, the profits and Free Reserves of the company are overstated by Rs 774.45 crores and Rs 745.14 crores (previous year Rs. 616.52 crores and Rs. 745.14 crores), respectively and DTL has been understated by Rs. 1519.59 crores (previous year Rs. 1361.66 crores).

b) As regards the liability of Rs.663.49 crores (previous year Rs.908.94 crores) shown as “Interest Subsidy Fund from GOI” in the Balance Sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from the Ministry of Power, Government of India, the Company has estimated the net excess amount of Rs.166.25 crores (previous year Rs.283.14 crores) and Rs. 209.97 crores (previous year Rs.44.27 crores) as at 31st March 2010, for IX and X plan respectively. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such we are not in a position to express our opinion thereon.

vi. There are qualifications in the auditor’s report on standalone financial statements as on and for the year ended 31st March 2009 that require adjustments to the Audited Standalone Financial Information, which has not been given effect to, is as under:

a) Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert

Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability” (DTL) on special reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in the year 2004-05, by charging Profit & Loss Account with Rs.142.87 crores and debiting the Free Reserves by Rs 745.14 crores (for creating DTL for the years 1997-98 to 2003-04). Since, then the Company continued to provide DTL till the end of March, 2008 by charging Profit & Loss Account. The total amount towards DTL upto 31st March, 2008 comes to Rs.1228.38 crores. During the current year the Company has not provided the DTL amounting to Rs133.28 crores and has also reversed the DTL provided in earlier years amounting to Rs 1228.38 crores, contrary to the opinions expressed by the EAC of the ICAI (on two occasions dated 23.11.2004 & 18.05.2006) and contrary to the mandatory provisions of existing Accounting Standard- 22.

In view of the facts and circumstances placed before us, the profits and Free Reserves of the company are overstated by Rs 616.52 crores and Rs745.14 crores, respectively and DTL has been understated by Rs. 1361.66 crores.

b) As regards the liability of Rs.908.94 crores (previous year Rs.1066.75 crores) shown as “Interest

Subsidy Fund from GOI” in the Balance Sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from the Ministry of Power, Government of India, the Company has estimated the net excess amount of Rs.283.14 crores (previous year Rs.253.47 crores) and Rs.44.27 crores (previous year Rs.52.49 crores) as at 31st March 2009, for IX and X plan respectively. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such we are not in a position to express our opinion thereon.

vii. There are qualifications in the auditor’s report on standalone financial statements as on and for the year

ended 31st March 2008 that require adjustments to the Audited Standalone Financial Information , which has not been given effect to, is as under:

a) As regards the liability of Rs.1066.75 crores, shown as “Interest Subsidy Fund from GOI” in the

Balance Sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from Ministry of Power, Government of India, the corporation estimated the net excess amount of Rs. 253.47 crores and Rs. 52.49 crores as at 31/03/2008 for IXth & Xth plan respectively.This net excess amount is worked out on overall basis & not on individual basis & may vary due to change in assumptions, if any during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset etc. Hence the impact of this excess, if any, could not be ascertained as such not commented upon.

b) Some of the balances shown under loans, advances and other debits/credits in so far as these have since not been confirmed, realised, discharged or adjusted are subject to reconciliation. The effect of above item Nos. (a) and (b) above on the Company’s accounts is not ascertainable for the reasons explained in the respective notes.

viii. There are qualifications in the auditor’s report on standalone financial statements as on and for the year

ended 31st March 2007 that require adjustments to the Audited Standalone Financial Information, which has not been given effect to, is as under:

a) As regards the liability of Rs.123162.90 lacs, shown as “Interest Subsidy Fund from GOI” in the

Balance Sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from Ministry of Power, Government of India, the excess/shortage in the Interest Subsidy Fund , if any, could not be ascertained as such not commented upon.

b) Some of the balances shown under loans, advances and other debits/credits in so far as these

have since not been confirmed, realised, discharged or adjusted are subject to reconciliation. The effect of above item Nos. (a) and (b) above on the Company’s accounts is not ascertainable for the reasons explained in the respective notes.

3. We have also examined the ‘Statements of Consolidated Assets and Liabilities’ of the Company for the financial years as at 31st March 2009 to 31st March, 2011 (Annexure XII), ‘Statement of Consolidated Profits’ of the Company for the financial year from 31st March 2009 to 31st March, 2011 (Annexure XIII), and ‘Statement of Consolidated Cash Flows’ of the Company for the financial year from 31st March 2009 to 31st March, 2011 (Annexure XIV), collectively referred to as ‘Audited Consolidated Financial Information’. The Audited Consolidated Financial Information have been extracted from the audited financial statements of the Company. The Consolidated financial statements for the year ended 31st March 2011 have been audited by Raj Har Gopal & Co., Chartered Accountants jointly with Mehra Goel & Co., Chartered Accountants, for the year ended 31st March, 2010 by Raj Har Gopal & Co., Chartered Accountants jointly with K.K. Soni & Co., Chartered Accountants and for the year ended March 31, 2009 by K.K. Soni & Co., Chartered Accountants and adopted by the members. Based on our examination of these Audited Consolidated Financial Information, we state that:

i. These have to be read in conjunction with the Significant Accounting Policies and Notes to the

Accounts given in Annexure XV and XVI respectively to this report.

ii. The figures of earlier years / periods have been regrouped (but not restated retrospectively for change in any accounting policy), wherever necessary, to confirm to the classification adopted for the Audited Financial Information.

iii. There are no extraordinary items that need to be disclosed separately in the Audited Financial

Information.

iv There is no qualification in the auditor’s report on the Consolidated financial statements for the year ended 31st March, 2011 that require adjustments to the Audited Consolidated Financial Information.

v. There are qualifications in the auditor’s report on the Consolidated financial statements for the year

ended 31st March 2010 that require adjustments to the Audited Consolidated Financial Information, which has not been given effect to, is as under:

a) Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert

Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability” (DTL) on special reserve created under section 36(1) (viii) of the

Income Tax Act, 1961 in the year 2004-05, by charging Profit & Loss Account with Rs.142.87 crores and debiting the Free Reserves by Rs 745.14 crores (for creating DTL for the years 1997-98 to 2003-04). Since, then the Company continued to provide DTL till the end of March, 2008 by charging Profit & Loss Account. The total amount towards DTL upto 31st March, 2008 comes to Rs.1228.38 crores. The Company during the year 2008-09 reversed the DTL provided in earlier years amounting to Rs. 1228.38 crores and also did not provide DTL amounting to Rs. 291.21 crores (including Rs. 133.28 crores for the year 2008-09 )in the current year, contrary to, opinions expressed by the EAC of the ICAI on two occasions dated 23.11.2004 and 18.05.2006, clarification furnished in July,2009 by the ICAI on the request of the Comptroller and Auditor General of India and mandatory provisions of Accounting Standard-22. In view of the facts and circumstances placed before us, the Profits and Free Reserves of the Company are overstated by Rs 774.45 crores and Rs 745.14 crores (previous year Rs. 616.52 crores and Rs. 745.14 crores), respectively and DTL has been understated by Rs. 1519.59 crores (previous year Rs. 1361.66 crores).

b) As regards the liability of Rs.663.49 crores (previous year Rs.908.94 crores) shown as “Interest Subsidy Fund from GOI” in the Balance Sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from the Ministry of Power, Government of India, the Company has estimated the net excess amount of Rs.166.25 crores (previous year Rs.283.14 crores) and Rs. 209.97 crores (previous year Rs.44.27 crores) as at 31st March 2010, for IX and X plan respectively. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such we are not in a position to express our opinion thereon.

vi There are qualifications in the auditor’s report on Consolidated financial statements as on and for the

year ended 31st March 2009 that require adjustments to the Audited Consolidated Financial Information, which has not been given effect to, is as under:

a) Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert

Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability” (DTL) on special reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in the year 2004-05, by charging Profit & Loss Account with Rs.142.87 crores and debiting the Free Reserves by Rs 745.14 crores (for creating DTL for the years 1997-98 to 2003-04). Since, then the Company continued to provide DTL till the end of March, 2008 by charging Profit & Loss Account. The total amount towards DTL upto 31st March, 2008 comes to Rs.1228.38 crores. During the current year the Company has not provided the DTL amounting to Rs.133.28 crores and has also reversed the DTL provided in earlier years amounting to Rs 1228.38 crores, contrary to the opinions expressed by the EAC of the ICAI (on two occasions dated 23.11.2004 & 18.05.2006) and contrary to the mandatory provisions of existing Accounting Standard- 22.

In view of the facts and circumstances placed before us, the profits and Free Reserves of the company are overstated by Rs 616.52 crores and Rs745.14 crores, respectively and DTL has been understated by Rs 1361.66 crores.

b) As regards the liability of Rs.908.94 crores (previous year Rs.1066.75 crores) shown as “Interest

Subsidy Fund from GOI” in the Balance Sheet, received under Accelerated Generation and Supply Program (AG&SP) Scheme from the Ministry of Power, Government of India, the Company has estimated the net excess amount of Rs.283.14 crores (previous year Rs.253.47 crores) and Rs.44.27 crores (previous year Rs.52.49 crores) as at 31st March 2009, for IX and X plan respectively. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such we are not in a position to express our opinion thereon.

4. We have examined these financial statements (standalone as well as consolidated) taking into consideration

the guidance note on reports in company prospectus (Revised) issued by the Institute of Chartered Accountants of India, except that these financial statements have not been adjusted for changes in accounting policies retrospectively in the respective financial years to reflect the same accounting policies for all the reporting periods and for adjustments of amounts pertaining to previous years in the respective financial years to which they relate.

5. Other Financial Information of the Company: We have examined the following information relating to the Company as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 proposed to included in the Prospectus as approved by the Board of Directors annexed to this report:

i. Significant Accounting Policies on the Audited Standalone Financial Statements as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 (Annexure IV)

ii. Significant Notes to Accounts on the Audited Standalone Financial Statements as at and for each of the

years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 (Annexure V)

iii. Related Party Information as at and for each of the years ended 31st March, 2011, 31st March, 2010,

31st March 2009, 31st March 2008 and 31st March 2007 (Annexure VI)

iv. Statements of Accounting Ratios as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 (Annexure VII)

v. Statement of the Dividend as at and for each of the years ended 31st March, 2011, 31st March, 2010,

31st March 2009, 31st March 2008 and 31st March 2007 (Annexure VIII)

vi. Statement of Tax Shelter as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 (Annexure IX)

vii. Capitalization statement as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st

March 2009, 31st March 2008 and 31st March 2007 (Annexure X)

viii. Details of Contingent Liabilities as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 (Annexure XI)

ix. Significant Accounting Policies on the Audited Consolidated Financial Statements as at and for each of

the years ended 31st March, 2011, 31st March, 2010 and 31st March 2009 (Annexure XV)

x. Significant Notes to Accounts on the Audited Consolidated Financial Statements as at and for each of the years ended 31st March, 2011, 31st March, 2010 and 31st March 2009. (Annexure XVI)

xi. Related Party Information (Consolidated) as at and for each of the years ended 31st March, 2011, 31st

March, 2010 and 31st March 2009.(Annexure XVII )

xii. Statements of Accounting Ratios (Consolidated) as at and for each of the years ended 31st March, 2011, 31st March, 2010 and 31st March 2009 (Annexure XVIII)

xiii. Capitalization statement (Consolidated) as at and for each of the years ended 31st March, 2011, 31st

March, 2010 and 31st March 2009 (Annexure XIX)

xiv. Details of Contingent Liabilities (Consolidated) as at and for each of the years ended 31st March, 2011, 31st March, 2010 and 31st March 2009 (Annexure XX)

6. Based on our examination of these Audited Financial Information, we state that in our opinion, the ‘Financial

Information as per the Audited Financial Statements’ and ‘Other Financial Information’ of the Company mentioned above, as at and for each of the years ended 31st March, 2011, 31st March, 2010, 31st March 2009, 31st March 2008 and 31st March 2007 have been prepared in accordance with Part II B of Schedule II of the Act and the SEBI Regulations.

7. This report should not, in any way, be construed as a reissuance or redating of any of the previous audit

reports nor should this be construed as a new opinion on any of the financial statements referred to herein. 8. This report is intended solely for your information and for inclusion in the Letter of Offer, in connection with

the Proposed Issue of Secured, Redeemable, Non-Convertible Debentures, having Benefits Under Section 80CCF of the Income Tax Act, 1961 and is not to be used, referred to or distributed for any other purpose without our prior written consent.

9. We have no responsibility to update our report for events and circumstances occurring after the date of the report for the financial position, results of operations or cash flows of the company as of any date or year subsequent to March 31st, 2011.

For Raj Har Gopal & Co. For N.K.Bhargava & Co. Chartered Accountants Chartered Accountants Firm’s Regn. No.: 002074N Firm’s Regn. No.: 000429N G.K. Gupta N.K.Bhargava Partner Partner Membership no. 81085 Membership no.080624

Place: New Delhi Date: 27.08.2011

ANNEXURE - I POWER FINANCE CORPORATION LIMITED

Statement of Assets & Liabilities

Description Schedule Number

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

I . SOURCES OF FUNDS

(1) Share Holder's Funds

(a) Share Capital 1 1147.77 1147.77 1147.77 1147.77 1147.77

(b) Reserves & Surplus 2 14034.72 12113.02 10360.05 8182.08 7445.32

15182.49 13260.79 11507.82 9329.85 8593.09

(2) Loan Funds 3 Secured Loans 235.36 0.00 0.00 0.00 0.00

Unsecured Loans 85363.21 67108.41 52160.15 40647.81 33584.18

85598.57 67108.41 52160.15 40647.81 33584.18

(3) Interest Subsidy Fund from GOI 451.87 663.49 908.94 1066.75 1231.63

(4) Deferred Tax Liablity (Net of Asset ) 82.97 46.95 55.48 1240.25 1142.59

Total 101315.90 81079.54 64632.39 52284.66 44551.49

II . APPLICATION OF FUNDS

(1) Fixed Assets 4

Gross Block 98.94 93.21 97.33 374.86 375.84

Less : Depreciation / Amortization 24.51 20.44 22.18 297.86 294.39

Net Block 74.43 72.77 75.15 77.00 81.45

Capital Works in Progress 2.28 1.73 0.00 0.00 0.00

(2) Investments 5 53.88 31.43 35.86 65.59 58.88

(3) Loans 6 99570.74 79855.76 64428.99 51568.31 43902.83

(4) Net Current Assets

Current Assets, Loans & Advances - (A) 7

(a) Cash & Bank Balances 2350.26 1394.30 392.23 695.33 507.67

(b) Other Current Assets 1941.87 1592.76 1340.57 1055.86 1106.11

(c) Loans & Advances 640.58 491.12 445.87 209.80 282.95

4932.71 3478.18 2178.67 1960.99 1896.73

Less : Current Liabilities & Provisions - (B)

8

(a) Current Liabilites 3021.47 2124.52 1860.59 1216.22 1187.87

(b) Provisions 296.87 235.71 225.69 171.01 200.53

3318.34 2360.23 2086.28 1387.23 1388.40

Net Current Assets (A) - (B) 1614.37 1117.95 92.39 573.76 508.33

(6) MISCELLANEOUS EXPENDITURE

(To the extent not written-off)

Miscellaneous Expenses 0.20 0.00 0.00 0.00 0.00

Total 101315.90 81079.64 64632.39 52284.66 44551.49

ANNEXURE - II

POWER FINANCE CORPORATION LIMITED

Statement of Profits

(Rs. in crore)

Description Schedule Number

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

INCOME Operating Income 9 10128.49 8002.10 6557.37 5029.28 3816.67 Other Income 10 32.07 74.76 26.17 10.76 9.42 Exchange Risk Management Account written back 101.56

Total 10160.56 8076.86 6583.54 5040.04 3927.65 EXPENSES Interest and other charges 11 6423.90 4912.24 4432.92 3143.74 2334.77 Bond Issue Expenses 12 63.05 43.79 65.68 38.82 33.23 Personnel & Administration and Other Expenses

13 92.62 106.04 86.71 81.24 53.84

Depreciation 4 4.28 3.38 3.84 4.48 3.77 Amortization of Intangible Assets 4 0.77 0.43 0.28 0.02 0.02

Provision for Contingencies 31.79 -0.57 2.17 -10.21 -4.85

Provision for decline in value of investments -0.06 -1.52 1.49 -0.24 -0.01

Total 6616.35 5063.79 4593.09 3257.85 2420.77 Profit for the year 3544.21 3013.07 1990.45 1782.19 1506.88 Less(-) / Add(+) : Prior Period adjustments 14 -0.07 0.13 0.02 5.21 -0.02

Profit before tax 3544.14 3013.20 1990.47 1787.40 1506.86 Less(-) / Add(+) : Provision for Taxation - Current Year :- - Tax -898.99 -800.27 -492.02 -481.98 -333.54 - Earlier Years :- - Tax 10.45 135.79 32.61 -0.04 -14.31 Less / Add : Deferred tax liability(-) / Asset(+) - Current Year -36.02 8.53 -43.61 -97.65 -172.05 - Reversal of DTL of Earlier Years 483.24 Less(-) / Add(+) : Provision for fringe benefit tax 0.00 0.00 -0.73 -0.97 -0.82

Profit after tax available for appropriations 15 2619.58 2357.25 1969.96 1206.76 986.14

SCHEDULE - 1

SHARE CAPITAL (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

Authorised :

200,00,00,000 Equity shares of Rs.10/- each 2000.00 2000.00 2000.00 2000.00 2000.00

Issued, subscribed and paid up :

114,77,66,700 Equity shares of Rs.10/- each fully paid-up 1147.77 1147.77 1147.77 1147.77 1147.77

TOTAL 1147.77 1147.77 1147.77 1147.77 1147.77

SCHEDULE - 2

RESERVES & SURPLUS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

Reserve for Bad & doubtful debts u/s 36(1)(viia)(c) of Income-Tax Act,1961

Opening balance 842.07 718.15 641.69 550.72 472.20 Add : Transfer from Profit & Loss Account 142.47 123.92 76.46 90.97 78.52

Add : Transfer from Surplus in Profit & Loss Account * 0.34 0.00 0.00 0.00 0.00

984.88 842.07 718.15 641.69 550.72

Special Reserve created u/s 36(1)(viii) ofIncome Tax Act, 1961 upto Financial Year 1996-97 599.85 599.85 599.85 599.85 599.85

Special Reserve created and maintained u/s 36(1)(viii) of Income Tax Act, 1961 from Financial Year 1997-98

Opening balance 4574.64 4006.03 3613.94 3302.10 2800.63 Add : Transfer from Profit & Loss Account 634.32 568.61 346.23 311.84 501.47 Add : Transfer from Surplus in Profit & Loss Account * 0.27 0.00 45.86 0.00 0.00 Add : Transfer from Profit & Loss Account (Balance Sheet head) *** 7.92 0.00 0.00 0.00 0.00 Less: Transfer to Surplus in Profit & Loss Account **** 12.83 0.00 0.00 0.00 0.00

5204.32 4574.64 4006.03 3613.94 3302.10

Securities Premium Account Opening balance 851.10 851.10 851.10 851.10 0.00 Add : Proceeds on Issue of shares (IPO) 879.88 Less : IPO expenses 28.78

851.10 851.10 851.10 851.10 851.10

General Reserve Opening balance 2031.97 1795.97 1615.41 1494.41 1395.41 Add : Transfer from Profit & Loss Account 262.00 236.00 197.00 121.00 99.00 Less : Transfers to Special Reserve under Income Tax Act, 1961 0.00 0.00 16.44 0.00 0.00

2293.97 2031.97 1795.97 1615.41 1494.41

Debeture Redemption Reserve Opening balance 0.00 0.00 0.00 0.00 0.00 Add : Transfers from Profit & Loss Account 0.06 0.00 0.00 0.00 0.00

0.06 0.00 0.00 0.00 0.00

Surplus in Profit and Loss Account Opening balance 3213.39 2388.95 860.09 647.14 639.62 Add : Transfer from Profit & Loss Account 882.18 824.44 813.14 212.95 7.52 Add : Adjustments during the current year ** 0.67 0.00 745.14 0.00 0.00 Add : Transfers from Special Reserve under Income Tax Act, 1961 **** 12.83 0.00 0.00 0.00 0.00

Less : Transfers to Reserve for Bad & doubtful debts and Special Reserve under Income Tax Act, 1961 * 0.61 0.00 29.42 0.00 0.00 Less : Transfers to Special Reserve under Income Tax Act, 1961 *** 7.92 0.00 0.00 0.00 0.00

4100.54 3213.39 2388.95 860.09 647.14

TOTAL 14034.72 12113.02 10360.05 8182.08 7445.32

* Transferred to match the deduction claimed as per the Income tax return for the Assessment Year 2010-11. ** On account of reversal of excess corporate dividend tax provided for during the FY 2009-10. *** Additional special reserve created for AY 2009-10 to match with our claim as per revised return . **** Surplus special reserve has been reversed due to pre payment of loans before five years .

Note : All the notes mentioned above pertain to the Financial Year 2010-11.

SCHEDULE - 3

LOAN FUNDS

(Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

A Secured

I. Bonds

a) Infrastructure Bonds (Refer Note 1) 235.36 0.00 0.00 0.00 0.00

Sub Total - A 235.36 0.00 0.00 0.00 0.00

B Unsecured

I. Bonds

a) Bonds Guaranteed by the Government of India (Refer Note 2)

22.00 42.00 62.00 82.00 96.51

b) Other Bonds (Refer Note 3 to 13) 55879.64 45759.43 35417.15 23461.27 16315.36

c) Foreign Currency Notes (Refer Note 15) 812.52 820.44 1402.42 1186.96 468.63

56,714.16 46,621.87 36,881.57 24,730.23 16,880.50

II. Loans

a) Long Term Loans (Refer Note 16)

(i)

Foreign Currency Loans from Foreign banks / Institutions ( Guaranteed by the Govt. of India )

331.54 389.04 505.28 479.69 484.95

(ii) Syndicated Foreign Currency Loans from banks / Institutions 3637.91 1367.40 476.00 406.95 903.87

(iii)

Foreign Currency Loans ( FCNR(B) from banks ) 180.56 181.98 205.80 160.44 65.65

(iv)

Rupee Term Loans ( From Banks ) 17078.00 14793.00 11891.50 11240.50 11613.21

(v) Rupee Term Loans ( From Financial Institutions ) 1130.00 1430.00 800.00 1150.00 1325.00

22,358.01 18,161.42 13,878.58 13,437.58 14,392.68

b) Short Term Loans

(i) Rupee Term Loans ( From Banks ) 2100.00 0.00 400.00 2480.00 1840.00

(ii) Rupee Term Loans ( From Financial Institutions ) 0.00 0.00 0.00 0.00 100.00

(iii)

Foreign Currency Loans ( FCNR(B) from banks ) 0.00 0.00 0.00 0.00 0.00

(iv) Commercial Paper 1950.00 650.00 1000.00 0.00 200.00

(v) Working Capital Demand Loan/OD/CC/Loan Against FD/Line of Credit

2241.04 1675.12 0.00 0.00 171.00

6,291.04 2,325.12 1,400.00 2,480.00 2,311.00

Sub Total - B 85363.21 67108.41 52160.15 40647.81 33584.18

Total (A + B) 85598.57 67108.41 52160.15 40647.81 33584.18

Notes to Schedule 3 (pertaining to Loans outstanding as at 31.03.2011) :

1 The details of Infrastructure Bonds outstanding as at 31.03.2011 are as follows:

Bond Series Date of allotment

Amount (Rs. in crore)

Redemption details

Infrastructure Bonds Series-1

31.03.2011 66.84

They are redeemable at par, one date, being the date falling ten years from the Date of allotment and / or are redeemable at par, one date, being the date falling five years and one day from the Date of Allotment on exercising the put option by the bondholders.

Infrastructure Bonds Series-2

31.03.2011 139.67

They are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling ten years from the date of allotment and / or are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling five years and one day from the date of allotment on exercising the put option by the bondholders.

Infrastructure Bonds Series-3

31.03.2011 6.13

They are redeemable at par, one date, being the date falling fifteen years from the date of allotment and / or are redeemable at par, one date, being the date falling seven years and one day from the date of allotment on exercising the put option by the bondholders.

Infrastructure Bonds Series-4

31.03.2011 22.72

They are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling fifteen years from the date of allotment and / or are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling seven years and one day from the date of allotment on exercising the put option by the bondholders.

2 The details of Government guaranteed bonds outstanding as at 31.03.2011 are as follows:

Bond Series Amount (Rs. in crore)

Date of Redemption

12.00 % Bonds - IV Series

22.00 10.02.2012

3 9.70% Taxable Unsecured redeemable bonds 2011 - X Series of Rs.354.00 crore are issued with separately transferable redeemable principal parts (STRPP) with each bond bearing a total face value of Rs.1,00,00,000 each comprising 7 detachable and separately transferable principal parts - I and VII parts of Rs.15,00,000/- each and II to VI parts of Rs.14,00,000/- each. The separate principal parts are designated as A,B,C,D,E,F and G. Parts A,B,C, D, E & F amounting to Rs.53.10 crore, Rs.49.56 crore, Rs.49.56 crore, Rs.49.56 crore, 49.56 crore & Rs. 49.56 crore respectively have been redeemed on 23.11.2005, 23.11.2006, 23.11.2007, 23.11.2008, 23.11.2009 & 23.11.2010 respectively. The separate principal parts designated as F and G will be redeemed at par as follows:

PART Date of Redemption Amount (Rs. in crore)

G 23.11.2011 53.10

4 9.25% Taxable non-cummulative Unsecured redeemable Bonds 2012- XI Series of Rs.774.97 crore have been alloted on 20.02.2002. They are redeemable at par on the expiry of 10 years from the date of allotment and / or are redeemable at par after expiry of 7 years on exercising the put or call option by the bondholders or by the Company. Put option for Rs.30.89 crore has been exercised by the bondholders on 20.02.2009.

5 9.60% Taxable non-cummulative Unsecured redeemable Bonds 2017 - XIII Series of Rs. 125.00 crore and

Rs.65.00 crore have been alloted on 16.5.2002 and 24.5.2002 respectively. They are redeemable at par on the expiry of 15 years from the date of allotment.

6 8.21% Taxable non-cummulative Unsecured redeemable Bonds 2017 - XVII Series of Rs. 250.00 crore have been

alloted on 03.10.2002. They are redeemable in 10 equal annual instalments beginning from the date next to the expiry of the 6th year after an initial moratorium period of 5 years from the date of allotment. An amount of Rs.25.00 crore each amounting to Rs. 75 crore was redeemed on 03.10.2008 , 03.10.2009 and 03.10.2010 respectively. The date and the amount of the bonds to be redeemed are as follows :-

Date of Redemption

Amount (Rs. in crore)

3.10.2011 25.00 3.10.2012 25.00 3.10.2013 25.00 3.10.2014 25.00 3.10.2015 25.00 3.10.2016 25.00 3.10.2017 25.00

7 7.87% Taxable non-cummulative Unsecured redeemable Bonds 2017 - XVIII Series of Rs. 250.00 crore have been alloted on 13.11.2002. They are redeemable in 10 equal annual instalments beginning from the date next to the expiry of the 6th year after an initial moratorium period of 5 years from the date of allotment. An amount of Rs.25.00 crore each amounting to Rs. 75 crore was redeemed on 13.11.2008, 13.11.2009 & 13.11.2010 respectively . The date and the amount of the bonds to be redeemed are as follows :-

Date of Redemption

Amount (Rs. in crore)

13.11.2011 25.00 13.11.2012 25.00 13.11.2013 25.00 13.11.2014 25.00 13.11.2015 25.00 13.11.2016 25.00 13.11.2017 25.00

8 Zero Coupon unsecured Taxable Bonds 2022-XIX Series of Rs. 300.56 crore (previous year Rs. 278.04 crore) are redeemable at face value of Rs.750.00 crore on 30.12.2022 [(net of Unamortised Interest of Rs. 449.44 crore ( previous year Rs.471.96 crore )].

9 6.80% Taxable non cummmulative unsecured redeemable Bonds 2011 - XXI - A Series of Rs.301.00 crore have been alloted on 02.11.2004. They are redeemable at par on expiry of 7 years from the date of allotment and / or are redeemable at par after the expiry of 5 years on exercising the ' put or call option ' by the bondholders or by the Company. Put option for Rs.215 crore has been exercised by the bondholders on 02.11.2009.

10 7.00% Taxable non cummmulative unsecured redeemable Bonds 2014 - XXI - B Series of Rs.168.80 crore have been alloted on 02.11.2004. They are redeemable at par on expiry of 10 years from the date of allotment and / or are redeemable at par after the expiry of 7 years on exercising the ' put or call option ' by the bondholders or by the Company.

11 7.00% Taxable non cummmulative unsecured redeemable Bonds 2011 - XXII Series of Rs.1040.70 crore have been alloted on 24.12.2004. They are redeemable at par on expiry of 7 years from the date of allotment and / or are redeemable at par after the expiry of 5 years on exercising the ' put or call option ' by the bondholders or by the Company. Put option for Rs.346.40 crore has been exercised by the bondholders on 24.12.2009.

12 7.00% Taxable non cummmulative unsecured redeemable Bonds 2012 - XXIII Series of Rs.349.90 crore have been alloted on 05.07.2005. They are redeemable at par on expiry of 7 years from the date of allotment and / or are redeemable at par after the expiry of 5 years on exercising the ' put or call option ' by the bondholders or by the Company. Put option for Rs.147.20 crore has been exercised by the bondholders on 05.07.2010.

13 The details of unsecured Taxable (Non cumulative) Bonds series XXIV to LXXI are as follows :

Bond Series Coupon Rate Date of Redemption Amount(Rs. in crore)

XXV Series 7.60% 30.12.2015 1734.70 XXVI Series 7.95% 24.02.2016 1261.80 XXVII - A Series 8.20% 17.03.2016 1000.00 XXVII - B Series 8.09% 17.03.2013 850.00 XXVIII Series 8.85% 31.05.2021 600.00 XXIX - A Series 8.80% 07.09.2016 250.00 XXIX - B Series 8.55% 07.09.2011 300.00 XXX Series 8.49% 09.10.2011 480.00 XXXI - A Series 8.78% 11.12.2016 1451.20 XXXII Series 9.25% 19.02.2012 578.50 XXXIII - A Series 9.80% 22.03.2012 122.00 XXXIII - B Series 9.90% 22.03.2017 561.50 XXXIV Series 9.90% 30.03.2017 500.50 XXXV Series 9.96% 18.05.2017 530.00 XXXVI - B Series 10.00% 15.06.2012 436.30 XXXVIII Series 9.80% 20.09.2012 1862.00 XL - B Series 9.22% 28.12.2012 510.00 XL - C Series 9.28% 28.12.2017 650.00 XLI - B Series 8.94% 15.01.2013 265.00 XLII - B Series 9.03% 15.02.2013 319.00 XLIII - B Series 9.30% 12.03.2013 271.60 XLIV Series 9.40% 25.03.2013 1260.30

XLVI Series MIBOR + 215 bps 29.05.2011 475.00

XLVII - A Series 9.55% 09.06.2011 450.60 XLVII - B Series 9.60% 09.06.2013 495.30 XLVII - C Series 9.68% 09.06.2018 780.70 XLVIII - A Series 10.75% 15.07.2011 571.50

XLVIII - B Series 10.70% 15.07.2013 217.40 XLVIII - C Series 10.55% 15.07.2018 259.70 XLIX - A Series 10.90% 11.08.2013 313.60 XLIX - B Series 10.85% 11.08.2018 428.60 L - A Series 10.85% 25.08.2011 143.00 L - B Series 10.75% 25.08.2013 78.40 L - C Series 10.70% 25.08.2015 80.80 LI - A Series 11.15% 15.09.2011 495.20 LI - B Series 11.10% 15.09.2013 594.00 LI - C Series 11.00% 15.09.2018 3024.40 LII - A Series 11.40% 28.11.2013 662.70 LII - B Series 11.30% 28.11.2015 5.80 LII - C Series 11.25% 28.11.2018 1950.60 LIV - A Series 8.90% 16.02.2014 196.50 LV - A Series 6.90% 11.05.2012 877.00 LV - B Series 7.50% 11.05.2014 146.90 LVI Series 7.20% 09.07.2012 525.00 LVII - B Series 8.60% 07.08.2014 866.50 8.60% 07.08.2019 866.50 8.60% 07.08.2024 866.50 LVIII - A Series 7.75% 17.09.2012 100.00 LVIII - B Series 8.45% 17.09.2014 331.10 LIX - A Series 8.45% 15.10.2014 288.20 LIX - B Series 8.80% 15.10.2019 1216.60

LX - A Series 1 year

INCMTBMK + 135 bps

20.11.2012 175.00

LX - B Series 1 year

INCMTBMK + 179 bps

20.11.2019 925.00

LXI - Series 8.50% 15.12.2014 351.00 8.50% 15.12.2019 351.00 8.50% 15.12.2024 351.00 LXII - A Series 8.70% 15.01.2020 845.40 LXII - B Series 8.80% 15.01.2025 1172.60 LXIII - Series 8.90% 15.03.2015 184.00 8.90% 15.03.2020 184.00 8.90% 15.03.2025 184.00 LXIV - Series 8.95% 30.03.2015 492.00 8.95% 30.03.2020 492.00 8.95% 30.03.2025 492.00 LXV - Series 8.70% 14.05.2015 1337.50 8.70% 14.05.2020 162.50

1 year

INCMTBMK + 98 bps

14.05.2020 1175.00

1 year

INCMTBMK + 63.5 bps

14.05.2025 250.00

8.70% 14.05.2025 1087.50

LXVI - A Series 3 year

INCMTBMK + 87.50 bps

15.06.2020 500.00

LXVI - B Series 3 year

INCMTBMK + 84.25 bps

15.06.2025 700.00

8.75% 15.06.2025 832.00 LXVI - C Series 8.85% 15.06.2030 633.00 LXVII Series 7.10% 15.07.2012 1100.00 LXVIII - A Series 8.25% 15.07.2015 147.00 LXVIII - B Series 8.70% 15.07.2020 1424.00 LXIX - Series 7.89% 15.09.2012 950.00 LXX Series 8.78% 15.11.2020 1549.00 LXXI - A Series 9.05% 15.12.2020 192.70 LXXI - B Series 9.05% 15.12.2025 192.70 LXXI - C Series 9.05% 15.12.2030 192.70 LXXII - A Series 8.97% 15.01.2018 144.00 LXXII - B Series 8.99% 15.01.2021 1219.00

14 As at 31.03.2011, Bonds of Rs.3.40 crore (previous year Rs.3.42 crore) are held by PFC Ltd. Employees Provident Fund Trust and Bonds of Rs.0.70 crore (previous year Rs.0.70 crore) are held by PFC Ltd. Gratuity Trust.

15 Foreign currency 6.61 % Senior Notes (USPP - I) of USD 180 million amounting to Rs.812.52 crore (previous year Rs.820.44 crore) are redeemable at par on 05.09.2017.

16 Long term loans due for repayment within one year are Rs. 3513.50 crore (previous year Rs.5256.62 crore).

SCHEDULE - 4

FIXED ASSETS

(Rs. in crore)

Description

GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

I. TANGIBLE ASSETS :

Owned Assets

Land (Freehold) 2.59 2.59 2.59 2.59 2.59 0.00 0.00 0.00 0.00 0.00 2.59 2.59 2.59 2.59 2.59

Land (Leasehold) 37.87 38.33 38.33 38.33 38.33 0.00 0.00 0.00 0.00 0.00 37.87 38.33 38.33 38.33 38.33

Buildings 24.14 24.14 24.14 23.96 24.15 5.33 4.34 3.30 2.20 1.07 18.81 19.80 20.84 21.76 23.08

EDP Equipments 11.22 7.33 6.68 6.58 7.12 7.03 6.07 5.43 4.70 4.39 4.19 1.26 1.25 1.88 2.73

Office and other equipments 11.59 11.21 11.06 10.78 10.91 6.04 5.19 4.25 3.15 2.21 5.55 6.02 6.81 7.63 8.70

Furniture & Fixtures 7.19 7.02 6.88 6.82 6.87 4.44 3.87 3.20 2.39 1.52 2.75 3.15 3.68 4.43 5.35

Vehicles 0.13 0.18 0.18 0.18 0.29 0.11 0.15 0.14 0.12 0.16 0.02 0.03 0.04 0.06 0.13 Sub total 94.73 90.80 89.86 89.24 90.26 22.95 19.62 16.32 12.56 9.35 71.78 71.18 73.54 76.68 80.91

Leased Assets

Plant & Machinery 0.00 0.00 5.47 285.46 285.46 0.00 0.00 5.47 285.46 285.46 0.00 0.00 0.00 0.00 0.00

Lease Adjustment 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -0.27 -0.51 0.00 0.00 0.00 0.27 0.51

Total 94.73 90.80 95.33 374.70 375.72 22.95 19.62 21.79 297.75 294.30 71.78 71.18 73.54 76.95 81.42

II. Intangible Assets :

Purchased Software (Useful Life - 5 years) 4.21 2.41 2.00 0.16 0.12 1.56 0.82 0.39 0.11 0.09 2.65 1.59 1.61 0.05 0.03

III. Capital Works in Progress - Intangible Assets ** 2.28 1.73 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.28 1.73 0.00 0.00 0.00

** Software Applications - Purchased and under implementation Note : The building has been capitalised on the basis of estimated value of work done as Final bills are not yet settled.

SCHEDULE – 5

INVESTMENTS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

A. Long Term Investments (Trade - Unless otherwise specified)

- Valued at Cost

1,20,00,000 Equity Shares of Rs.10/- each fully paid up of PTC Ltd. (Quoted) 12.00 12.00 12.00 12.00 12.00

21,87,015 Equity Shares of Rs.10/- each fully paid up of National Power Exchange Ltd. (Unquoted - Non Trade) 2.19 0.83 0.83 0.00 0.00

17,50,000 Equity Shares (Face value of Rs.10/- each) of Power Exchange India Ltd. (Unquoted - Non Trade) 1.75 1.75 0.00 0.00 0.00

6,25,000 Equity Shares (Face value of Rs.10/- each) of Energy Efficiency Services (P) Ltd. (Unquoted - Non Trade) 0.63 0.63 0.00 0.00 0.00

4,65,000 Equity Shares of Rs.10/- each fully paid up of Subsidiaries / Associates (Unquoted - Non Trade) 0.47 0.47 0.47 0.40 0.50

3,089 14.50% Bonds of Rs.1,00,000/- each of ICICI Bank Ltd. (Unquoted - Non Trade) 0.00 0.00 0.00 30.89 30.89

8,330 4% Bonds of Rs.100/- each of IMP Power Ltd. (Unquoted - Non Trade) 0.08 0.08 0.08 0.08 0.00

- Valued at Cost (Less diminution, if any, other than temporary)

87,33,788 Units of " Small is Beautiful " Fund of KSK Investment Advisor Pvt. Ltd. (Face value per unit is Rs. 10) (Unquoted - Non Trade) 8.73 12.08 14.47 14.47 15.99

Less : Provision for diminution 0.18 0.24 1.32 0.26 0.50 8.55 11.84 13.15 14.21 15.49

- Valued at Cost (NPAs)

50,000 Equity Shares of Rs.10/- each fully paid up of subsidiaries (Unquoted - Non Trade) 0.00 0.05 0.00 0.00 0.00

Less : Provision for contingencies 0.00 0.05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

B. Current Investments - Valued scrip wise at lower of cost or market Price (Trade - Unless otherwise specified)

Equity Shares (Quoted) 3.83 3.83 8.01 8.01 0.00

Less : Provision for diminution 0.00 0.43 0.00 0.00 3.83 3.83 7.58 8.01 0.00

C. Application Money pending allotment of Shares

2,43,80,000 Equity shares (face value of Rs. 10 each) of energy Efficiency Services Pvt. Ltd. (Unquoted - Non trade) 24.38 0.00 1.75 0.00 0.00

TOTAL 53.88 31.43 35.86 65.59 58.88

Note : The number of units appearing in the description column pertains to the Investments as at 31.03.2011.

SCHEDULE - 6

LOANS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

I. Secured Loans

a) Considered Good

Rupee Term Loans (RTLs) to State Electricity Boards, State Power Corporations,Central Public Sector Undertakings and State Governments

57995.39 45930.19 35309.17 22667.89 19169.31

RTLs to Independent Power Producers 3999.46 2699.27 3480.59 2537.55 2366.44

Foreign Currency Loans to Independent Power Producers / State Electricity Boards 324.30 406.11 587.85 520.85 616.29

Working Capital Loans to State Electricity Boards and State Power Corporations 500.00 0.00 0.00 0.00 0.00

Buyer's Line of Credit 11.41 19.94 47.97 76.01 104.04

Medium Term Loans 0.00 0.00 30.80 53.90 290.00

Lease Financing to Borrowers 131.37 300.52 191.60 211.67 232.96

RTLs to Equipment Manufacturers 2.50 3.76 5.01 6.26 0.00

Translation Loss on Foreign Currency Loans on back to back basis Recoverable from Sub-borrowers/ERMA 0.00 0.00 0.00 0.00 0.00

Incomes accrued & due on loans 8.54 1.93 14.70 4.62 25.00

62972.97 49361.72 39667.69 26078.75 22804.04 b) Others

RTL to Independent Power Producers - Projects under implementation 700.00 0.00 0.00 0.00 0.00 Less: Provision for contingencies 2.80 0.00 0.00 0.00 0.00

697.20 0.00 0.00 0.00 0.00

RTL to Independent Power Producers - NPA 8.92 8.92 8.92 8.92 8.92 Less: Provision for contingencies 8.92 2.68 2.68 1.78 0.89

0.00 6.24 6.24 7.14 8.03

FCLs Independent Power Producers - NPA 0.00 0.00 0.00 0.00 0.00 Less: Provision for contingencies 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

Rupee Loans to Equipment Manufacturers - NPAs 0.00 0.00 0.00 0.00 7.51 Less: Provision for contingencies 0.00 0.00 0.00 0.00 0.75

0.00 0.00 0.00 0.00 6.76

Lease financing to Borrowers - NPA 217.49 0.00 0.00 0.00 0.00 Less: Provision for contingencies 22.89 0.00 0.00 0.00 0.00

194.60 0.00 0.00 0.00 0.00

II. Un Secured Loans

a) Considered Good

RTLs to State Electricity Boards, State Power Corporations,Central Public Sector Undertakings and State Governments 32572.26 26632.71 22784.66 23026.71 18487.46

RTLs to Independent Power Producers 628.63 808.25 118.30 666.23 464.73

Working Capital Loans to State Electricity Boards and State Power Corporations 1605.77 2948.99 1604.54 1486.46 1931.84

Foreign Currency Loans to State Electricity Boards and State Power Corporations 72.31 93.65 128.77 126.34 145.14

Buyer's Line of Credit 0.00 4.18 118.78 145.89 29.24

RTLs to Equipment Manufacturers 827.00 0.00 0.00 0.00 0.00

Bills Discounted 0.00 0.00 0.00 2.74 5.59

Translation Loss on Foreign Currency Loans on back to back basis Recoverable from Sub-borrowers

0.00 0.00 0.00 0.00 0.00

Incomes accrued & due on loans 0.00 0.02 0.01 28.05 8.88

35705.97 30487.80 24755.06 25482.42 21072.88

b) Others

RTLs to State Electricity Boards, State Power Corporations,Central Public Sector Undertakings and State Governments - NPAs

4.24 4.24 4.24 4.24 25.14

Less : Provision for contingencies 4.24 4.24 4.24 4.24 14.69 0.00 0.00 0.00 0.00 10.45

Rupee Loans to Equipment Manufacturers - NPAs

0.00 0.00 0.00 0.00 0.00 Less : Provision for Contingencies 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

Working Capital Loans to State Electricity Boards, State Power Corporations - NPAs 0.00 0.00 0.00 0.00 0.74 Less : Provision for Contingencies 0.00 0.00 0.00 0.00 0.07

0.00 0.00 0.00 0.00 0.67

TOTAL 99570.74 79855.76 64428.99 51568.31 43902.83

SCHEDULE - 7

CURRENT ASSETS, LOANS & ADVANCES (Rs.in crore)

Description

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

I CURRENT ASSETS (A) CASH AND BANK BALANCES

a) (i) Cheques in hand 0.38 1.27 0.00 0.12 1.42 (ii) Imprest with postal authority 0.01 0.01 0.01 0.00 0.01

0.39 1.28 0.01 0.12 1.43

b) In Current Accounts with :- i) Reserve Bank of India 0.05 0.05 0.05 0.05 0.08 ii) Scheduled Banks 247.77 2.55 1.98 0.66 41.90

247.82 2.60 2.03 0.71 41.98

c) Fixed Deposits with Scheduled Banks 2102.05 1390.42 390.19 694.50 464.26

2350.26 1394.30 392.23 695.33 507.67

(B) OTHER CURRENT ASSETS

a) Interest accrued but not due on Loan Assets 1860.28 1543.23 1333.31 1048.60 1098.36

b) Other charges accrued but not due on Loan Assets 60.98 38.96 1.78 1.77 1.80

c) Interest accrued but not due on Employee advances 5.26 5.47 5.36 5.18 5.06

d) Interest Accrued but not due on Deposits and Investments 15.35 5.10 0.12 0.31 0.89

1941.87 1592.76 1340.57 1055.86 1106.11

II LOANS & ADVANCES Loans (considered good) *

a) to Employees (Secured) 11.76 8.98 9.08 7.93 11.42 b) to Employees (Unsecured) 15.97 8.64 5.37 5.15 1.06

27.73 17.62 14.45 13.08 12.48

Advances (Unsecured considered good)

Advances recoverable in cash or in kind or for value to be received

a) to Subsidiaries (including interest recoverable there on) 133.98 65.39 66.67 45.18 44.43

b) to Employees 0.59 0.40 0.25 0.15 0.37

c) Prepaid Expenses 2.19 1.54 2.05 1.76 8.59

d) Unamortized financial charges on Commercial Paper 35.45 5.15 54.75 0.00 16.17

e) Others 329.35 240.49 149.58 97.21 181.95

f) Advance Income Tax and Tax Deducted at Source 106.52 157.81 152.88 48.08 12.41

g) Advance Fringe Benefit Tax 1.29 1.29 3.51 3.03 1.84

h) Security Deposits 3.48 1.43 1.51 1.29 4.43 612.85 473.50 431.20 196.70 270.19

Loans & Advances (Unsecured - Others) a) Others - NPAs 1.03 1.17 2.27 0.80 0.89

Less : Provision for contingencies 1.03 1.17 2.05 0.78 0.61 0.00 0.00 0.22 0.02 0.28

TOTAL 4932.71 3478.18 2178.67 1960.99 1896.73

* Note :-

1) Balance of Loans and Advances include :

Particulars As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

Loans given to Directors 0.16 0.22 0.22 0.04 0.01

Loans given to Officers 4.50 2.73 2.17 2.10 2.00

2) Maximum of balances of Loans and Advances during the year :

Particulars During

FY 2010-11

During FY 2009-

10

During FY 2008-

09

During FY 2007-

08

During FY 2006-

07

Loans given to Directors 0.22 0.29 0.31 0.07 0.03

Loans given to Officers 5.80 3.54 2.92 2.99 2.33

SCHEDULE - 8

CURRENT LIABILITIES & PROVISIONS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

I. CURRENT LIABILITIES

Creditors for leased assets 0.00 0.00 0.45 0.45 0.45

Unclaimed / Unpaid Bonds * 6.52 22.83 0.96 0.87 0.88

Unclaimed / Unpaid Interest on Bonds ** 3.65 4.04 0.53 0.52 0.20

Unclaimed Dividend 0.60 0.55 0.23 0.32 0.00

Interest Accrued but not due : On Bonds 2305.69 1594.67 1288.03 608.75 359.18 On Loans 117.88 121.82 116.60 125.93 121.49

2423.57 1716.49 1404.63 734.68 480.67

Interest Differential Fund - KFW 49.01 47.60 34.19 36.85 38.61

Exchange Risk Management Account 0.00 0.00 0.00 0.00 0.00

Less : Exchange Risk Adjustment Account 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00

Advance received from Subsidiaries (including interest payable thereon) 247.79 186.86 207.51 124.93 212.24

Amount payable to GoI under R-APDRP 6.88 0.11 0.00 0.00 0.00

Other liabilities *** 283.45 146.04 212.09 317.60 454.82

3021.47 2124.52 1860.59 1216.22 1187.87

II. PROVISIONS

Taxation - Income Tax 33.52 0.00 0.00 0.00 52.74

Taxation - Fringe Benefit Tax 0.80 0.80 2.90 2.91 1.84

Proposed Wage Revision 0.00 6.20 21.89 17.12 0.00

Leave Encashment 15.47 12.84 7.15 6.47 4.88

Economic Rehabilitation of Employees 1.26 1.31 1.29 3.17 3.04

Staff Welfare Expenses 9.93 8.59 8.16 6.97 3.67

Gratuity / Superannuation Fund 5.78 4.54 3.02 0.08 0.07

Proposed Final Dividend 197.99 172.17 154.95 114.78 114.78 Proposed Interim Dividend 0.00 0.00 0.00 0.00 0.00

Proposed Corporate Dividend Tax 32.12 29.26 26.33 19.51 19.51 296.87 235.71 225.69 171.01 200.53

TOTAL 3318.34 2360.23 2086.28 1387.23 1388.40 * Inclueds an amount of Rs. 0.52 crore remaining unpaid pending completion of transfer formalities by the Claimnats. ** Includes and amount of Rs. 0.04 crore remaining unpaid pending completion of transfer formalities by the Clainats. *** Includes Book Overdraft of Rs. 167.36 crore from 1 bank.

SCHEDULE - 9

OPERATING INCOME

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Interest on Loans 9760.51 7852.26 6338.76 4783.35 3737.98 Less : Penal interest waived to borrowers 0.00 0.00 0.00 2.55 0.01

9,760.51 7,852.26 6,338.76 4,780.80 3,737.97

Prepayment / Interest restructuring Premium on Loans 27.85 14.53 8.95 0.07 0.00 Upfront fees on Loans 41.72 22.06 12.48 13.21 1.22 Service charges on Loans 0.07 0.11 0.14 0.29 0.07 Management, Agency & Guarantee Fees 96.77 48.62 41.28 20.94 11.41 Commitment charges on Loans 3.04 4.54 3.01 3.93 1.22 Less : Commitment charges on Loans waived 0.08 0.00 0.00 0.25 0.30

2.96 4.54 3.01 3.68 0.92

Income from surplus funds 93.18 48.81 112.40 149.05 38.72 Interest received on Bank A/c Abroad 0.00 0.00 0.00 1.08 0.00 Lease income 15.81 14.90 23.29 23.99 34.67 Less : Lease Equilisation 0.00 0.00 0.27 0.24 14.21

15.81 14.90 23.02 23.75 20.46

Nodal Agency Fees under R-APDRP 89.62 -17.33 17.33 0.00 0.00

Advisory Fees - UMPPs 0.00 13.60 0.00 22.25 0.00

Income from Consultancy Assignments 0.00 0.00 0.00 14.16 5.90

TOTAL 10128.49 8002.10 6557.37 5029.28 3816.67

SCHEDULE - 10

OTHER INCOME

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Interest on Income Tax Refund 24.49 54.43 17.97 0.71 0.00

Miscellaneous Income 2.75 6.93 2.79 1.14 7.12

Excess Liabilities written back 1.34 7.90 0.00 0.17 0.00

Dividend / Interest Income on Long term Investments 1.56 1.59 5.10 5.72 1.49

Dividend / Interest Income on Current Investments 0.15 0.12 0.31 0.03 0.00

Profit on sale of Long term Investments 1.78 0.53 0.00 0.28 0.80

Profit on sale of Current Investments 0.00 3.26 0.00 2.71 0.00

Profit on sale of Assets 0.00 0.00 0.00 0.00 0.01

TOTAL 32.07 74.76 26.17 10.76 9.42

SCHEDULE - 11

INTEREST & OTHER CHARGES

(Rs. in crore)

Description

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

I. Interest

On Bonds 4835.41 3700.99 2790.15 1651.18 1072.49

On Loans 1417.53 1051.21 1074.27 1210.82 1031.33

to GOI on Interest Subsidy Fund 56.22 80.70 98.19 113.05 107.52

Rebate for Timely Payment to Borrowers 157.05 127.36 112.78 85.75 73.16

Swap Premium ( Net ) -153.05 -42.31 13.89 18.73 21.57 6313.16 4917.95 4089.28 3079.53 2306.07

II. Other Charges

Commitment & Agency Fees 0.67 0.49 0.85 1.61 1.09

Financial Charges on Commercial Paper 15.45 64.49 81.55 32.53 27.63

Guarantee, Listing & Trusteeship fees 1.71 1.98 2.11 1.99 2.07

Management Fees on Foreign Currency Loans 61.04 27.71 0.00 0.66 0.00

Bank/Other charges 0.07 0.00 0.01 0.18 0.13

Net Translation / Actual Exchange Loss/gain (-) on Foreign Currency Loans 26.38 -103.84 252.53 20.14 -7.39

Interest paid on advances received from subsidiaries 6.85 4.28 7.19 7.76 5.43

Less : Interest received on advances given to subsidiaries 1.43 0.82 0.60 0.66 0.26

5.42 3.46 6.59 7.10 5.17

TOTAL 6423.90 4912.24 4432.92 3143.74 2334.77

SCHEDULE - 12

BOND ISSUE EXPENSES

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Interest on Application Money 37.42 27.06 38.18 7.63 9.34

Credit Rating Fees 1.57 2.24 1.81 1.82 1.55

Other Issue Expenses 20.83 10.68 7.39 2.41 2.43

Stamp Duty Fees 3.23 3.81 18.30 26.96 19.91

TOTAL 63.05 43.79 65.68 38.82 33.23

SCHEDULE - 13

PERSONNEL, ADMINISTRATION and OTHER EXPENSES

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Salaries, Wages and Bonus 47.92 51.39 35.08 37.22 16.67

Contribution to Provident and other funds 4.87 3.69 1.54 1.24 1.19

Staff Welfare 7.41 12.56 5.73 11.33 7.05

Office Rent 0.40 0.35 0.33 0.28 3.52

Rent for Residential accomodation of employees 6.89 4.06 2.29 1.87 1.93

Electricity & Water charges 0.90 1.02 1.11 0.88 1.15

Insurance 0.03 0.12 0.11 0.06 0.01

Repairs & Maintenance 1.96 2.35 2.48 1.41 1.14

Stationery & Printing 0.46 0.34 0.89 0.77 0.68

Travelling & Conveyance 5.30 4.61 4.28 5.06 4.19

Postage, Telegraph & Telephone 0.70 1.11 0.56 0.86 0.90

Professional & Consultancy charges 1.80 7.02 2.63 0.69 1.32

Miscellaneous 27.16 14.85 8.20 10.80 10.89

Loss on sale of assets 0.06 0.02 0.01 0.13 0.01

Auditors' remuneration 0.38 0.26 0.22 0.24 0.15

Expenditure relating to Consultancy Assignment 0.00 0.00 12.52 4.88 0.19

Donation 0.00 0.00 4.98 0.00 0.10

Service Tax 1.62 1.26 0.68 0.00 0.01

Rates & Taxes 0.65 1.02 3.06 2.26 2.73

Wealth Tax 0.00 0.01 0.01 0.01 0.01

Contribution to Project Monitoring Center 0.00 0.00 0.00 1.25 0.00

TOTAL 108.51 106.04 86.71 81.24 53.84

Less : Re-imbursement of expenditure incurred for operationalization of R-APDRP scheme **

15.89 0.00 0.00 0.00 0.00

TOTAL 92.62 106.04 86.71 81.24 53.84

** The amount pertains re-imbursements related to FYs 2008-09 and 2009-10. The expenses of Rs. 7.88 crore relating to the current financial year have been adjusted against the respective heads.

Note :-

(Rs. in Crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

1) Miscellaneous includes : Books & Periodicals 0.03 0.03 0.03 0.03 0.05 Advertisement 6.12 4.88 3.30 4.43 0.29 Membership & Subscription 0.82 1.01 0.39 0.43 0.38 Entertainment 0.42 0.36 0.29 0.29 0.27 Conference & Meeting Expenses 1.33 1.36 0.51 0.75 0.40 Security Expenses 0.74 0.67 0.52 0.42 0.43 Training 0.43 0.34 0.51 0.73 0.60 EDP Expenses 1.52 0.66 0.18 0.21 0.14 Business Promotion / Related Expenses 0.10 0.14 0.10 0.10 0.10 Equipment Hire Charges 0.00 0.34 0.14 0.12 0.21

2) Auditors' Remuneration includes * : Audit fees 0.12 0.12 0.11 0.09 0.06 Tax Audit fees 0.04 0.04 0.03 0.03 0.02 Other certification services 0.23 0.10 0.07 0.11 0.07 Reimbursement of Expenses 0.01 0.00 0.01 0.01

3) Payments made in r/o CMD and Directors:

Salaries, Wages & Bonus 0.89 0.97 0.67 0.63 0.44 Contribution to Provident and other welfare funds 0.07 0.06 0.03 0.03 0.03 Other Perquisite payment 0.51 0.56 Inland travelling 0.41 0.27 0.29 0.26 0.22 Foreign travelling 0.49 0.35 0.03 0.08 0.32

* excludes Rs.0.10 crore. and Rs.0.09 crore paid / payable for certification works related to Infrastructure bonds issue and follow on public issue respectively.

SCHEDULE - 14

PRIOR PERIOD ADJUSTMENTS (Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Prior Period Income :

Interest & Other charges 0.13 -0.20 0.51 2.75 -0.21 Miscellaneous Income

0.13 -0.20 0.51 2.75 -0.21 Prior Period Expenses :

Depreciation -0.03 -0.10 Interest & Other charges 0.19 -0.40 -0.26 -0.04 0.41 Personnel & Administration Expenses 0.04 0.07 0.75 -2.32 -0.60

0.20 -0.33 0.49 -2.46 -0.19

Prior Period Adjustments (Net) -0.07 0.13 0.02 5.21 -0.02

SCHEDULE - 15

APPROPRIATIONS (Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Transfer towards Reserve for Bad & Doubtful Debts u/s 36 (1) (viia) (c) of Income Tax Act, 1961

142.47 123.92 76.46 90.97 78.52

Transfer to Special Reserve created and maintained u/s 36(1)(viii) of Income Tax Act, 1961

634.32 568.61 346.23 311.84 501.47

Debenture Redemption Reserve 0.06 0.00 0.00 0.00 0.00

Dividend & Corporate Dividend Tax : Interim Dividend Paid 401.72 344.33 304.16 286.94 145.00 Proposed Interim Dividend Proposed Final Dividend 197.99 172.17 154.95 114.78 114.78 Corporate Dividend Tax paid on Interim Dividend 66.72 58.52 51.69 48.77 20.34 Proposed Corporate Dividend Tax 32.12 29.26 26.33 19.51 19.51

General Reserve 262.00 236.00 197.00 121.00 99.00

Balance carried to Balance Sheet 882.18 824.44 813.14 212.95 7.52

TOTAL 2619.58 2357.25 1969.96 1206.76 986.14

ANNEXURE - III

Statement of Cashflows

(Rs. in crore)

PARTICULARS

Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

I. Cash Flow from Operating Activities :-

Net Profit before Tax and Extraordinary items 3544.14 3013.20 1990.47 1787.40 1506.86

ADD: Adjustments for Loss on Sale of Assets 0.06 0.02 0.01 0.13 0.01 Profit on Sale of Fixed Assets (0.01) Depreciation / Amortisation 5.05 3.81 4.12 4.50 3.79 Amortisation of Zero Coupon Bonds 22.52 20.83 19.27 17.83 16.49 Foreign Exchange Loss/Gain (2.47) (248.27) 235.66 23.00 (16.14) Dimunition in value of investments (0.06) (1.52) 1.49 (0.24) (0.01) Provision for Contingencies 31.79 (0.57) 2.17 (10.21) (4.85) Dividend / Interest and profit on sale of investment (3.49) (5.50) (5.41) (8.74) (2.29)

Provision for interest under IT Act 0.22 0.28 0.00 0.29 4.67 Provision for Retirement Benefits/Other Welfare Expenses/Wage revision 10.68 16.74 8.16 5.03 2.49

Operating profit before working Capital Changes: 3608.44 2799.02 2255.94 1818.99 1511.01

Increase/Decrease :

Loans Disbursed (Net) (19755.37)

(15496.04)

(12701.30) (7702.77) (8311.79)

Other Current Assets (349.11) (252.19) (284.71) 50.25 (411.85) Increase/Decrease in Miscellaneous Expenditure (28.78)

Loans & Advances (139.03) 100.14 (101.65) 109.73 (232.00) Current Liabilities and provisions 901.54 216.44 664.65 24.66 602.90

Cash flow before extraordinary items (15733.53)

(12632.63)

(10167.07) (5699.14) (6870.51)

Extraordinary items 0.00 0.00 0.00 0.00 0.00 Cash Inflow/Outflow from operations before Tax

(15733.53)

(12632.63)

(10167.07) (5699.14) (6870.51)

Income Tax paid (865.72) (811.34) (595.85) (570.65) (310.34) Income Tax Refund 13.51

Net Cash flow from Operating Activities (16599.25)

(13443.97)

(10762.92) (6269.79) (7167.34)

II. Cash Flow From Investing Activities :

Sale / decrease of Fixed Assets 0.64 0.05 0.05 0.08 0.06 Purchase of Fixed Assets (7.42) (1.51) (2.60) (1.58) (44.13) Increase/decrease in Capital Works in Progress (0.55) (1.73) 31.27

Plant & Machinery (Lease Equalisation) 0.00 0.27 0.24 14.21 Investments in Subsidiaries 0.00 (0.05) (0.07) 0.10 (0.50) Dividend / Interest and profit on sale of 3.49 5.50 5.41 8.74 2.29

investment Other Investments (22.39) 5.95 28.31 (6.57) (41.86)

Net Cash Used in Investing Activities (26.23) 8.21 31.37 1.01 (38.66)

III. Cash Flow From Financial Activities :

Issue of Shares 997.19 Issue of Bonds 14023.96 12283.30 12808.90 7258.30 5299.70

Short Term Loans (Net) 3400.00 (750.00) (1080.00) 340.00 (31.10) Loan Against Fixed Deposits (Net) 565.92 1675.12 0.00 (171.00) 171.00 Raising of Long Term Loans 7855.00 8004.50 4750.00 4338.00 3483.00 Repayment of Long Term Loans (5870.00) (4473.00) (4449.00) (4885.71) (1563.00) Redemption of Bonds (3710.91) (1981.86) (892.30) (144.70) (272.14) Foreign Currency Loans (Net) 2214.60 486.88 (40.46) 335.61 (412.17) Interest Subsidy Fund (211.62) (245.45) (157.81) (164.88) 31.30 Unclaimed Bonds (Net) (16.31) 21.87 0.09 (0.01) 0.00

Payment of Final Dividend (including Corporate Dividend Tax) of Previous year (200.76) (181.28) (134.29) (134.29) (189.61)

Payment of Interim Dividend (including Corporate Dividend Tax) of Current year (468.44) (402.85) (355.85) (335.71) (165.34)

Net Cash in-flow from Financing Activities 17581.44 14437.23 10449.28 6435.61 7348.83

Net Increase/Decrease in Cash & Cash Equivalents 955.96 1001.47 (282.27) 166.83 142.83

Add : Cash & Cash Equivalents at beginning of the period

1394.30 392.83 674.50 507.67 364.84

Cash & Cash Equivalents at the end of the period 2350.26 1394.30 392.23 674.50 507.67

Details of Cash & Cash Equivalents at the end of the period:

Cheques in hand,Imprest with Postal authority & Balances with Banks

248.21 3.88 2.04 (20.00) 43.41

Fixed Deposits with Scheduled Banks 2102.05 1390.42 390.19 694.50 464.26 2350.26 1394.30 392.23 674.50 507.67

ANNEXURE - IV FINANCIAL YEAR 2010-11

SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies Act, 1956. The preparation of Financial Statements requires the Management to make estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent liabilities), revenues and expenses of the reporting period. The difference between the actual results and the estimates are recognized in the period in which the results are known and / or materialized.

2 RECOGNITION OF INCOME / EXPENDITURE 2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 6.2, infra is recognized in the year of its receipt. However, any unrealized income recognized before the asset in question became non-performing asset or the income recognized in respect of assets as stated in the proviso to paragraph 6.2, infra which remained due but unpaid for a period more than six months is reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power Projectsis accounted for

on transfer of the project to the successful bidder. 2.1.3 Premium on interest restructuring is accounted for in the year in which the restructuring is approved. 2.1.4 Premium on premature repayment of loan is accounted for in the year in which it is received by the

Company. 2.1.5 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire amount due

on time. 2.1.6 Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees, security

agent fee and service charges etc. on loans is accounted for in the year in which it is received by the Company.

2.1.7 The discount / financial charges / interest on the commercial papers and zero coupon bonds (deep

discount bonds) are amortized proportionately over the period of its tenure. 2.1.8 Expenditure on issue of shares is charged off to the share premium received on the issue of shares.

2.2 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to

01.04.2001 is recognized on the basis of implicit interest rate, in the lease, in accordance with Guidance Note on Accounting for Leases issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with Accounting Standard – 19 on Leases.

2.3 Income from dividend is accounted for in the year of declaration of dividend.

2.4 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.5 The Company is raising demand of installments due as per loan agreements. The repayment is adjusted

against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

2.6 Prior period expenses / income and prepaid expenses upto Rs.5,000/- are charged to natural heads of account.

2.7 (i) Nodal Agency Fees under Restructured Accelerated Power Development and Reforms Programme (R

– APDRP) is accounted for @1% of the sanctioned project cost in three steps- 0.40% on sanction of the project, 0.30% on disbursement of the funds and remaining 0.30% after completion of the sanctioned project (for Part – A) and verification of AT&C loss of the project areas (for Part – B).

(ii) The actual expenditure incurred for operationalising the R– APDRP are reimbursable from Ministry of Power, Government of India and accounted for in the period so incurred.

3. FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from

active use and held for disposal, which are stated at lower of the book value or net realizable value.

3.2 Additions to fixed assets are being capitalized on the basis of bills approved or estimated value of work done as per contracts in cases where final bills are yet to be received / approved.

3.3 Depreciation on assets other than leased assets is provided on written down value method, in accordance

with the rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Depreciation on assets leased prior to 01.04.2001 is provided for on straight line method at the rates prescribed under the Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per Accounting Standard – 19.

3.5 Items of fixed assets acquired during the year costing up to Rs.5,000/- are fully depreciated.

4 INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done under straight-line method over life of the assets estimated by the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

5.2 Unquoted current investments are valued at lower of cost or fair value.

5.3 Long term investments are valued at cost. Provision is made for diminution, other than temporary in the value of such investments. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction no longer exists.

5.4 Investments in mutual fund / venture capital fund are valued at cost, less diminution, if any, other than

temporary. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction no longer exists.

6 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms 1.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from the RBI directions

relating to Prudential Norms. The Company, however, has formulated its own set of Prudential Norms with effect from 01.04.2003, which has been revised from time to time.

In respect of private sector utilities, the Company applies RBI exposure norms, as advised by RBI, vide letter of December, 2008. Further, RBI exempted PFC from its prudential exposure norms in respect of lending to State / Central entities in power sector till March’2012, vide its letter dated 18.03.2010.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide its letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

6.2 As per prudential norms approved by the Board of Directors and the Ministry of Power, an asset including a

lease asset, in respect of which installments of loan, interest and / or other charges remain due but unpaid for a period of six months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six months or more, any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the income on these loans is recognized on receipt basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular No. ref DBS.FID

No. C-11/01.02.00/2001-02 dated February 1, 2002 read with D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line with RBI guidelines for asset classification of Infrastructure projects, as applicable to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which Company’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states,

the company shall follow the government order issued for division of assets and liabilities, unless the same is stayed by any court and the case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding 12 months from

the date from which the company’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of the Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

(i) NPA for a period not exceeding 18 months : Sub-standard asset (ii) NPA exceeding 18 months : Doubtful asset (iii) When an asset is identified as loss asset or assets remain doubtful asset exceeding 36 months, which ever is earlier : Loss asset

6.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets : 10% (ii) Doubtful assets: (a) Secured portion / facility including that guaranteed by the state / central government or by the state government undertaking for deduction from plan allocation or loan to state department. Up to 1 year : 20% 1 – 3 years : 30% More than 3 years : 100% (b) Unsecured : 100% (iii) Loss assets : 100% The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.

6.5 For the purpose of assets classification and provisioning – (i) facilities granted to Government sector entities are considered loan-wise. (ii) facilities granted to Private sector entities are considered borrower -wise.

7 FOREIGN EXCHANGE TRANSACTIONS: 7.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction as

per Accounting Standard – 11.

(i) Expenses and income in foreign currency; and (ii) Amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of closing of accounts as per Accounting Standard – 11.

(i) Foreign currency loan liabilities. (ii) Funds kept in foreign currency account with banks abroad. (iii) Contingent liabilities in respect of guarantees given in foreign currency. (iv) Income earned abroad but not remitted / received in India. (v) Loans granted in foreign currency. (vi) Expenses and income accrued but not due on foreign currency loans / borrowing.

7.3 Where ever the Company has entered into a forward contract or an instrument that is, in substance a forward

exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard – 11.

7.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to Interest Differential

Fund Account – KFW as per loan agreement. 8 GRANTS FROM GOVERNMENT OF INDIA: 8.1 Where grants are first disbursed to the grantee, the same are shown as amount recoverable from the Govt. of

India and are squared up on receipt of amount. 8.2 Where grants are received in advance from Govt. of India, the same are shown as current liabilities till the

payments are released to the grantee. 9 INTEREST SUBSIDY FUND 9.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG & SP) on net present value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess / shortfall in the Interest Subsidy Fund is refunded or adjusted / charged off at the completion of respective scheme.

9.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy fund

by debiting Profit & Loss account, at rates specified in the Scheme. 10 R-APDRP FUND 10.1 Loans received from the Government of India under Re-structured Accelerated Power Development &

Reforms Programme (R – APDRP) as a Nodal agency for on lending to eligible borrowers are back to back arrangements with no profit or loss arising to the Company.

11 INCOME/RECEIPT/EXPENDITURE ON SUBSIDIARIES 11.1 Expenditure incurred on the subsidiaries is debited to the account “Amount recoverable from concerned subsidiary”. 11.2 Expenses in respect of man days (employees) are allocated to subsidiaries and administrative overheads are

apportioned to subsidiaries on estimated basis. Direct expenses are booked to respective subsidiaries. 11.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of interest applicable for project

loan / scheme (generation) to state sector borrower (category A) as per the policy of the Company. 11.4 Amounts received by subsidiaries as commitment advance from power procurers are parked with the Company

as inter-corporate loan and interest is provided on unused portion of these loans at the mutually agreed interest rates.

11.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document developed for subsidiaries

(incorporated for UMPP) are provided to subsidiary companies at a price equivalent to sale proceeds of RFQ / RFP document received by the subsidiary companies from the prospective bidders. The same is accounted for as income of the company on receipt from subsidiary company.

11.6 The company incurs expenditure for development work in the UMPPs. The expenditure incurred is shown as

amount recoverable from the respective subsidiaries set up for development of UMPPs. Provisioning / write off is considered to the extent not recoverable when an UMPP is abandoned by the Ministry of Power, Government of India.

12 EMPLOYEE BENEFITS 12.1 Provident Fund, Gratuity and post retirement benefits

Company’s contribution paid / payable during the financial year towards Provident Fund is charged in the Profit and Loss Account. The Company’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per Accounting Standard – 15 (Revised).

12.2 Other Employee Benefits

The Company’s obligation towards sick leave, earned leave, service award scheme are actuarially determined and provided for as per Accounting Standard – 15 (Revised)

13 INCOME TAX 1.1. Income Tax comprising of current tax is determined in accordance with the applicable tax laws and deferred

tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period) in accordance with Accounting Standard – 22 on Accounting for Taxes on Income of the Institute of Chartered Accounts of India.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are recognized using tax rates that have been enacted or substantially established by the balance sheet date. Deferred Tax Assets are recognized and carried forward to the extent there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

1.2. Since the Company has passed a Board resolution that it has no intention to make withdrawal from the Special

Reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference. The Company does not create any deferred tax liability on the said reserve in accordance with the clarification of the Accounting Standard Board of the Institute of Chartered Accountants of India.

14 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard – 3 on Cash Flow Statement.

------

FINANCIAL YEAR 2009-10

SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies Act, 1956. The preparation of Financial Statements requires the Management to make estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent liabilities), revenues and expenses of the reporting period. The difference between the actual results and the estimates are recognized in the period in which the results are known and / or materialized.

2 RECOGNITION OF INCOME / EXPENDITURE

2.1 Income and Expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on Non Performing Assets and Assets stated in the proviso to paragraph 6.2, infra is recognized in the year of its receipt. However, any unrealized income recognized before the asset in question became non-performing asset or the income recognized in respect of assets as stated in the proviso to paragraph 6.2, infra which remained due but unpaid for a period more than six months is reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power Projectsis accounted for

on transfer of the project to the successful bidder. 2.1.3 Premium on interest restructuring is accounted for in the year in which the restructuring is approved. 2.1.4 Premium on premature repayment of loan is accounted for in the year in which it is received by the

Company. 2.1.5 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire amount due

on time. 2.1.6 Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees, security

agent fee and service charges etc. on loans is accounted for in the year in which it is received by the Company.

2.1.7 The discount/financial charges/interest on the Commercial Papers and Zero Coupon Bonds (Deep

Discount Bonds) are amortized proportionately over the period of its tenure.

2.1.8 Expenditure on issue of shares is charged off to the Share Premium received on the issue of shares.

2.2 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to 1.4.2001 is recognized on the basis of implicit interest rate, in the lease, in accordance with ‘Guidance Note on Accounting for Leases’ issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with Accounting Standard-19 on “Leases”.

2.3 Income from Dividend is accounted for in the year of declaration of dividend.

2.4 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.5 The Company is raising demand of installments due as per loan agreements. The repayment is adjusted

against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

2.6 Prior period expenses / income and prepaid expenses upto Rs.5000/- are charged to natural heads of account.

3 FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from active use and held for disposal, which are stated at lower of the book value or net realizable value.

3.2 The additions to Fixed Assets are being capitalized on the basis of bills approved or estimated value of work done as per contracts in cases where final bills are yet to be received / approved.

3.3 Depreciation on assets other than leased assets is provided on Written Down Value method, in

accordance with the rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Depreciation on assets leased prior to 01.04.2001 is provided on Straight Line Method at the rates prescribed under Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per Accounting Standard-19.

3.5 Items of fixed assets acquired during the year costing up to Rs.5000/- are fully depreciated.

4 INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done under straight-line method over life of the assets estimated by the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of Cost or Fair value.

5.2 Unquoted current investments are valued at lower of cost or Fair value.

5.3 Long term investments are valued at cost. Provision is made for diminution, other than temporary in the value of such investments. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction is no longer exists.

5.4 Investments in Mutual Fund / Venture Capital Fund are valued at cost, less diminution, if any, other than

temporary. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction is no longer exists.

6 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

1.1 In terms of Reserve Bank of India’s Notification No. DNBS.135/CGM (VSNM) – 2000 dated 13th January 2000, the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions are not applicable to the Company, being a Govt. Company registered with RBI as NBFC. The Company has however, formulated its own set of Prudential Norms with effect from 1.4.2003 which are revised from time to time.

1.2 As per Prudential Norms approved by the Board of Directors and Ministry of Power, an asset including a

lease asset, in respect of which installments of loan, interest and / or other charges remain due but unpaid for a period of six months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six months or more, any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as Non-Performing Assets and the income on

these loans is recognized on receipt basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line with RBI guidelines for asset classification of Infrastructure projects, as applicable to banks from time to time.

(ii) A facility which is backed by Central / State Government guarantee or by State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which Company’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states, the company shall follow the government order issued for division of assets and liabilities, unless the same is stayed by any court and the case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding 12 months from

the date from which the company’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

(i) NPA for a period not exceeding 18 months : Sub-standard asset (ii) NPA exceeding 18 months : Doubtful asset (iii) When an asset is identified as loss Asset or assets remain doubtful asset exceeding 36 months, which ever is earlier : Loss Asset

6.4 The provision against NPAs is made at the rates indicated below: -

(i) Sub-Standard Assets : 10%

(ii) Doubtful assets:

(a) Secured portion/facility including that guaranteed by state / central government or by state government undertaking for deduction from plan allocation or loan to state department.

Up to 1 year : 20% 1 – 3 years : 30% More than 3 years : 100%

(b) Unsecured : 100%

(iii) Loss assets : 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.

6.5 For the purpose of Assets Classification and Provisioning

(i) Facilities granted to Government Sector entities are considered loan-wise. (ii) Facilities granted to Private sector entities are considered borrower -wise.

7 FOREIGN EXCHANGE TRANSACTIONS: 7.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction as

per Accounting Standard-11.

(i) Expenses and income in foreign currency; and (ii) The amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of

closing of accounts as per Accounting Standard-11.

(i) Foreign Currency Loan liabilities to the extent not hedged. (ii) Funds kept in foreign currency account with Banks abroad. (iii) Contingent liabilities in respect of guarantees given in foreign currency. (iv) Income earned abroad but not remitted / received in India. (v) Loans granted in foreign currency. (vi) Expenses and income accrued but not due on foreign currency loans/ borrowings.

7.3 Where ever the Company has entered into a forward contract or an instrument that is, in substance a forward

exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard-11.

7.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to Interest Differential Fund Account-KFW as per loan agreement.

8 GRANTS FROM GOVERNMENT OF INDIA: 8.1 Where grants are first disbursed to the grantee, the same are shown as amount recoverable from the Govt. of

India and are squared up on receipt of amount. 8.2 Where grants are received in advance from Govt. of India, the same are shown as Current liabilities till the

payments are released to the grantee. 9 INTEREST SUBSIDY FUNDS 9.1 Interest Subsidy for eligible borrowers received from Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG&SP) on Net Present Value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess / shortfall in the Interest Subsidy Fund is refunded or adjusted / charged off at the completion of respective scheme.

9.2 The Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy

fund by debiting Profit & Loss account, at rates specified in the Scheme. 10 R-APDRP FUND 10.1 Loans received from Government of India under Re-structured Accelerated Power Development & Reforms

Programme (R-APDRP) as a Nodal agency for on lending to eligible borrowers are back to back arrangements with no profit or loss arising to the Company.

11 INCOME/RECEIPT/EXPENDITURE ON SUBSIDIARIES 11.1 Expenditure incurred on the subsidiaries is debited to the account “Amount recoverable from concerned Subsidiary”. 11.2 Expenses in respect of man days (employees) are allocated to Subsidiaries and administrative overheads are

apportioned to Subsidiaries on estimated basis. Direct expenses are booked to respective Subsidiaries. 11.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of interest applicable for term

loans to large generation projects, reforming states as per the policy of the Company. 11.4 The amounts received by Subsidiaries as Commitment Advance from Power Procurers are parked with the

Company as Inter Corporate Loan and Interest is provided on unused portion of these loans at the mutually agreed interest rates.

11.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document developed for subsidiaries

(incorporated for UMPP) are provided to subsidiary companies at a price equivalent to sale proceeds of RFQ / RFP document received by the subsidiary companies from the prospective bidders. The same is accounted for as income of the company on receipt from subsidiary company.

12 EMPLOYEE BENEFITS 12.1 Provident Fund, Gratuity and post retirement benefits

The Company’s Contribution paid / payable during the financial year towards Provident Fund is charged in the Profit and Loss Account. The Company’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per Accounting Standard-15 (Revised).

12.2 Other Employee Benefits

The Company’s obligation towards sick leave, earned leave, service award scheme are actuarially determined and provided for as per Accounting Standrad-15 (Revised)

13 INCOME TAX 13.1. Income Tax comprising of Current Tax is determined in accordance with the applicable tax laws and Deferred

tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable

income for the period) in accordance with Accounting Standard-22 on ‘Accounting for Taxes on Income’ of the Institute of Chartered Accountants of India.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantially established by the Balance Sheet date. Deferred Tax Assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

13.2. Since the Company has passed a Board resolution that it has no intention to make withdrawal from the Special

Reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference. The Company does not create any deferred tax liability on the said reserve in accordance with the clarification of Accounting Standard Board of Institute of Chartered Accountants of India.

14 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard 3 - ‘Cash Flow Statement’.

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FINANCIAL YEAR 2008-09

SIGNIFICANT ACCOUNTING POLICIES 1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies Act, 1956. The preparation of Financial Statements requires the Management to make estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent liabilities), revenues and expenses of the reporting period. The difference between the actual results and the estimates are recognized in the period in which the results are known and/or materialized.

2 RECOGNITION OF INCOME/EXPENDITURE

2.1 Incomes and Expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on Non Performing Assets and Assets stated in proviso to paragraph 6.2 infra is recognized in the year of its receipt. However, any unrealized income recognized before the asset in question became non-performing asset or the income recognized in respect of assets as stated in proviso to paragraph 6.2 infra which remained due but unpaid for a period more than six months is reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power Projectsis accounted for

on transfer of the project to the successful bidder. 2.1.3 Nodal Agency Fees under Restructured Accelerated Power Development and Reforms Programme is

accounted for on sanction of loans under the said scheme. 2.1.4 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to

1.4.2001 is recognized on the basis of implicit interest rate, in the lease, in accordance with ‘Guidance Note on Accounting for Leases’ issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with Accounting Standard-19 on “Accounting for leases”.

2.1.5 Premium on interest restructuring is accounted for in the year in which the restructuring is approved. 2.1.6 Premium on premature repayment of loan is accounted for in the year in which it is received by the

Company. 2.1.7 Rebate on account of timely payments by borrowers is accounted for, on receipt of entire amount due

in time. 2.1.8 Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees, security

agent fee and service charges on loans is accounted for in the year in which it is received by the Company.

2.1.9 Expenditure incurred on raising of funds is charged to the Profit and Loss Account in the year in which it is incurred.

2.1.10 The discount/financial charges/interest on the Commercial Papers and Zero Coupon Bonds (Deep

Discount Bonds) are amortized proportionately over the period of its tenure. 2.1.11 Income from Dividend is accounted for in the year of declaration of dividend. 2.1.12 Expenditure on issue of shares is charged off to the Share Premium received on the issue of shares.

2.2 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.3 The Company is raising demand of installments due as per loan agreements. The repayment is adjusted

against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

2.4 Prior period expenses/income and prepaid expenses upto Rs.5000/- are charged to natural heads of account.

3 FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from

active use and held for disposal, which are stated at lower of the book value or net realizable value.

3.2 The additions to Fixed Assets are being capitalized on the basis of bills approved or estimated value of work done as per contracts in cases where final bills are yet to be received/ approved.

3.3 Depreciation on assets other than leased assets is provided on Written Down Value method, in

accordance with the rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Depreciation on assets leased prior to 01.04.2001 is provided on Straight Line Method at the rates prescribed under Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per Accounting Standard-19.

3.5 Items of fixed assets acquired during the year costing up to Rs.5000/- are fully depreciated.

4 INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done under straight-line method over life of the assets estimated by the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of Cost or Fair value.

5.2 Unquoted current investments are valued at lower of cost or Fair value. 5.3 Long term investments are valued at cost. Provision is made for diminution, other than temporary in the

value of such investments.

5.4 Investments in Mutual Fund/Venture Capital Fund are valued at cost, less diminution, if any, other than temporary.

6 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES Prudential Norms 6.1 In terms of Reserve Bank of India’s Notification No. DNBS.135/CGM (VSNM) – 2000 dated 13th January

2000, the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions are not applicable to the Company, being a Govt. Company registered with RBI as NBFC. The Company has however, formulated its own set of Prudential Norms with effect from 1.4.2003 and which are revised from time to time.

6.2 As per Prudential Norms approved by the Board of Directors and Ministry of Power, an asset including a lease

asset, in respect of which installments of loan, interest and/or other charges remain due but unpaid for a period of 6 months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six months or more, any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as Non-Performing Assets and the income on these loans is recognized on receipt basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular No. ref DBS.FID

No. C-11/01.02.00/2001-02 dated February 1, 2002 read with D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line with RBI guidelines for asset classification of Infrastructure projects, as applicable to banks from time to time.

(ii) A facility which is backed by Central / State Government guarantee or by State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which Company’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states , company shall follow the government order issued for division of assets & liabilities unless the same is stayed by any court and the case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding 12 months from

the date from which company’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

(i) NPA for a period not exceeding 18 months : Sub-standard asset (ii) NPA exceeding 18 months : Doubtful asset (iii) When an asset is identified as loss Asset or assets remain doubtful asset exceeding 36 months, which ever is earlier : Loss asset

6.4 The provision against NPAs is made at the rates indicated below: -

(i) Sub-Standard Assets : 10%

(ii) Doubtful assets:

(a) Secured portion/facility including that guaranteed by state / central government or by state government undertaking for deduction from plan allocation or loan to state department.

Up to 1 year : 20% 1 – 3 years : 30% More than 3 years : 100%

(b) Unsecured : 100%

(iii) Loss assets : 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.

6.5 For the purpose of Assets Classification and Provisioning

(i) Facilities granted to Government Sector entities are considered loan-wise. (ii) Facilities granted to Private sector entities are considered borrower -wise.

7 FOREIGN EXCHANGE TRANSACTIONS: 7.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction as

per Accounting Standard-11.

(i) Expenses and income in foreign currency; and (ii) The amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of

closing of accounts as per Accounting Standard-11.

(i) Foreign Currency Loan liabilities to the extent not hedged. (ii) Funds kept in foreign currency account with Banks abroad. (iii) Contingent liabilities in respect of guarantees given in foreign currency. (iv) Income earned abroad but not remitted / received in India. (v) Loans granted in foreign currency. (vi) Expenses and income accrued but not due on foreign currency loans/ borrowings.

7.3 Where ever the Company has entered into a forward contract or an instrument that is, in substance a forward

exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard-11.

7.4 In case of loan from KfW, Germany, exchange loss, if any, at the year-end is debited to Interest Differential Fund Account-KfW as per loan agreement.

8 GRANTS FROM GOVERNMENT OF INDIA: 8.1 Where grants are first disbursed to the grantee, the same are shown as amount recoverable from the Govt. of

India and are squared up on receipt of amount. 8.2 Where grants are received in advance from Govt. of India, the same are shown as Current liabilities till the

payments are released to the grantee. 9 INTEREST SUBSIDY FUNDS 9.1 Interest Subsidy for eligible borrowers received from Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG&SP) on Net Present Value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess/shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off at the completion of respective scheme.

9.2 The Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy

fund by debiting P&L account, at rates specified in the Scheme. 10 R-APDRP FUND

Loans received from Government of India under Re-structured Accelerated Power Development & Reforms Programme (R-APDRP) as a Nodal agency for on lending to eligible borrowers are back to back arrangements with no profit or loss arising to the Company. Also refer the policy at paragraph 2.1.3 supra.

11 EXPENDITURE ON SUBSIDIARIES 11.1 Expenditure incurred on the subsidiaries is debited to the account “Amount recoverable from concerned Subsidiary”. 11.2 Expenses in respect of man days (employees) are allocated to Subsidiaries and administrative overheads are

apportioned to Subsidiaries on estimated basis. Direct expenses are booked to respective Subsidiaries. 11.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of interest applicable for term

loans to large generation projects, reforming states as per the policy of the Company. 11.4 The amounts received by Subsidiaries as Commitment Advance from Power Procurers has been parked with

the Company as Inter Corporate Loan and Interest is provided on unused portion of these loans at the mutually agreed interest rates.

11.5 Request for Qualification (RFQ) / Request for Proposal (RFP) developed for subsidiaries (incorporated for

UMPP) are provided to subsidiary companies at a price equivalent to sale proceeds of RFQ/RFP received by the subsidiary companies from the prospective bidders. The same is accounted for as income of the company on receipt from subsidiary company.

12 EMPLOYEE BENEFITS 12.1 Provident Fund, Gratuity and post retirement benefits

The Company’s Contribution paid/payable during the financial year towards Provident Fund is charged in the Profit and Loss Account. The Company’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per Accounting Standard-15 (Revised).

12.2 Other Employee Benefits

The Company’s obligation towards sick leave, earned leave, leave travel concession, service award scheme are actuarially determined and provided for as per Accounting Standrad-15 (Revised)

13 INCOME TAX 13.1. Income Tax comprising of Current Tax determined in accordance with the applicable tax laws and Deferred

tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable

income for the period) is in accordance with Accounting Standard-22 on ‘Accounting for Taxes on Income’ of the Institute of Chartered Accounts of India.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantially established by the Balance Sheet date. Deferred Tax Assets are recognized and carry forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

13.2. Since the Company has passed a Board resolution that it has no intention to make withdrawal from the Special

Reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference. The Company is not creating any deferred tax liability on the said reserve in accordance with the clarification of Accounting Standard Board of Institute of Chartered Accountants of India.

14. CASH FLOW STATEMENT

Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard - 3 on ‘Cash Flow Statement’.

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FINANCIAL YEAR 2007-08 SIGNIFICANT ACCOUNTING POLICIES 1. 0. REVENUE RECOGNITION 1.1. Incomes and expenses (except as stated here below) are accounted for on accrual basis. 1.2. Income on Non Performing Assets and assets stated in proviso to paragraph 2.2 of accounting policies is

recognized in the year of its receipt. However, unrealized income on the said assets and remain due for a period of six months shall be reversed.

1.3. Fees for advisory and professional services for developing Ultra Mega Power Projectswill be accounted for on

transfer of the project to the successful bidder. 1.4. Recoveries in borrower accounts are appropriated as per the loan agreements. 1.5. The Corporation is raising demand of installments as per loan agreement worked out on total disbursements. The

repayment is adjusted against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

1.6. Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to 1.4.2001 is

recognized on the basis of implicit interest rate, in the lease, in accordance with ‘Guidance Note on Accounting for Leases’ issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with AS-19 on “Accounting for leases”.

1.7. Premium on interest restructuring is accounted for as the income for the year in which the restructuring is

approved. 1.8. Premium on premature repayment of loan is accounted for as the income for the year in which it is received by the

corporation. 1.9. Rebate on account of timely payments by borrowers is accounted for, on receipt of entire amount due in time. 1.10. Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees and service charges on

loans is accounted for as the income for the year in which it is received by the corporation. 1.11. Expenditure incurred on raising of funds including discount on bonds is charged to the Profit and Loss

Account in the year in which it is incurred 1.12. The discount/financial charges/interest on the Commercial Papers and Zero Coupon Bonds (Deep Discount

Bonds) are amortized proportionately over the period of its tenure.. 1.13. Income from Dividend is accounted for in the year of declaration of dividend. 1.14 Expenditure on issue of share is charged off to the Share Premium received on the issue of shares 1.15. Prepaid expenses, prior period expenses / income of Rs.5000/- and below are charged to natural heads of account. 2.0 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms 2.1. In terms of Reserve Bank of India’s Notification No. DNBS.135/CGM (VSNM) – 2000 dated 13th January

2000, the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 are not applicable to the Corporation, being a Govt. Company registered with RBI as NBFC. The Corporation has however, formulated its own set of Prudential Norms with effect from 1.4.2003. The same are revised for the financial years 2007-08 to 2009-10, which were approved by Board of Directors & are applicable w.e.f. 01.04.2007.

2.2. As per applicable Prudential Norms, an asset including a lease asset, in respect of which installments of loan,

interest and/or other charges remain due but unpaid for a period of 6 months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six

months or more any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred , which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as Non-Performing Assets.

(i) Loans in respect of projects which are under implementation as per RBI Circular No ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with DO letter DBS FID No 1285/01.02.00 dated May 14, 2002 In cases where PFC has lent in consortium with Banks and Financial Institutions and the projects are under implementation, and defaults have occurred, such assets are considered as Standard Assets until the period not exceeding two years from the deemed date of completion notified by RBI group. The income on these loans is recognized at the time of its receipt.

(ii) A facility which is backed by Central / State Government guarantee or by State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which PFC’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states ,

PFC shall follow the government order issued for division of assets & liabilities unless the same is stayed by any court and the case is pending in the court ,

(iv) Non servicing of a part of the dues due to dispute by the borrower for a period not exceeding 12

months from the date from which PFC’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of Board of Directors.

2.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

i) NPA for a period not exceeding 18 months : Sub-standard asset ii) NPA exceeding 18 months : Doubtful asset iii)When an asset is identified by PFC as loss Asset or assets remain doubtful exceeding 36 months, which ever is earlier : Loss Asset

2.4 The provision against NPAs is made at the rates given hereunder: -

(i) Sub-Standard Assets : 10% (ii) Doubtful assets:

(a) Secured , facilities guaranteed by state / central government or by state government undertaking for deduction from plan allocation or loan to state department.

Up to 1 year 20% 1 – 3 years 30%

More than 3 year 100% (b) Unsecured : 100% (iii) Loss assets : 100% (The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.)

2.5 For the purpose of Assets Classification and Provisioning

(i) Facilities granted to Government Sector entities are considered loan-wise.

(ii) Facilities granted to Private sector entities are considered borrower –wise. 3 INVESTMENTS: 3.1 Quoted current investments are valued scrip wise at lower of cost or market price at the year end.

3.2 Unquoted current investments are valued at lower of cost or break up value at the year end 3.3 Long term investments are carried at cost. Provision for diminution, other than temporary is made in the value

of such investments. 3.4 Investments in Mutual Fund / Venture Capital Fund are valued at lower of cost or Net Asset Value in respect

of particular scheme at the year-end. 4 FOREIGN EXCHANGE TRANSACTIONS: 4.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction.

i) Expenses and income in foreign currency; and ii) the amounts borrowed and lent in foreign currency.

4.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of

closing of accounts.-

(i) Foreign Currency Loan liabilities to the extent not hedged; (ii) Funds kept in foreign currency account with Banks abroad; (iii) Contingent liabilities in respect of guarantees given in foreign currency; (iv) Income earned abroad but not remitted / received to India, (v) Loans granted in foreign currency (vi) Expenses and income accrued but not due on foreign currency loans/ borrowings.

4.3 Where ever the corporation has entered into a forward contract or an instrument that is, in substance a forward

exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard-11 disclosure requirements. Hence Accounting Standard-30 is not applicable.

4.4 In case of loan from KfW, Germany, exchange loss, if any, at the year-end is debited to Interest Differential

Fund Account-KfW as per agreement. 5 FIXED ASSETS/DEPRECIATION

5.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from active

use and held for disposal, which are stated at lower of the book value or net realizable value. 5.2 The additions to Fixed Assets are being capitalized on the basis of bills approved or estimated value of work

done as per contracts in cases where final bills are yet to be received/ approved. 5.3 Depreciation on assets other than leased assets is provided on Written Down Value method, in accordance with

the rates prescribed in Schedule XIV of the Companies Act, 1956. 5.4 Depreciation on assets leased prior to 01.04.2001 is provided on Straight Line Method at the rates prescribed

under Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per AS-19.

5.5 Items of fixed assets acquired during the year costing upto Rs.5000/- are fully depreciated. 5.6 Intangible Assets such as software are amortized by straight-line method over life of the assets estimated by

the corporation. 6 GRANTS FROM GOVERNMENT OF INDIA: 6.1 Where grants are first reimbursed to the grantee, the same are shown as amount recoverable from the Govt. of

India and are squared up on receipt of amount. 6.2 Where grants are received in advance from Govt. of India, the same are shown as Current liabilities till the payment are

released to the grantee. 7 INTEREST SUBSIDY FUNDS

7.1 Interest Subsidy for eligible borrowers received from Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG&SP) on Net Present Value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess/shortfall in the Interest Subsidy Fund is charged off/adjusted at the completion of respective scheme.

7.2 The Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy

fund by debit to P&L account, at rates specified in the Scheme. 8.0 ULTRA MEGA POWER PROJECTS 8.1 Expenditure on the particular Ultra Mega Power Project is debited to the account “Amount recoverable from

their concerned Special Purpose Vehicle (SPVs)” 8.2 Expenses in respect of employees mandays allocated to SPVs, administrative overheads are apportioned to

SPVs on estimated basis. Direct expenses are booked to respective SPVs. 8.3 Interest on amount recoverable from SPV’s is accounted for at the rate of interest applicable for term loans for

large generation projects, reforming states as per the PFC policy. 8.4 The amounts received by SPVs as Commitment Advance from Power Procurers has been parked with the

Company as Inter Corporate Loan and Interest is provided on unused portion of these loans at the mutually agreed interest rates.

8.5 Sale proceeds of RFQ/RFP received by SPVs are transferred to holding company and accounted as income of

the holding company. 9. 0 EMPLOYEE BENEFITS 9.1 Provident Fund, Gratuity and post retirement benefits

The Corporation’s Contribution paid/payable during the financial year towards Provident Fund are charged in the Profit and Loss Account. The Corporation’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per AS-15 (Revised).

9.2 Other Employee Benefits

The Corporation’s obligation towards sick leave, earned leave, leave travel concession, service award scheme are actuarially determined and provided for as per AS-15 (Revised)

10. 0 CURRENT TAX & DEFERRED TAX

Income Tax expenses (comprising of current income tax and Fringe Benefit Tax) determined in accordance with the applicable tax law and deferred tax charge or credit (reflecting the tax effects of timing difference between accounting income and taxable income for the period) is determined in accordance with Accounting Standard – 22 of the Institute of Chartered Accounts of India. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantially established by the Balance Sheet date. Deferred Tax Assets are recognized and carry forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

FINANCIAL YEAR 2006-07

SIGNIFICANT ACCOUNTING POLICIES 1. 0 Revenue Recognition: 1.1 Income and expenses (except as stated herebelow) are accounted for on accrual basis.

1.2 Income on NPAs and Deemed Standard Assets as per prudential norms of the Corporation is recognized in the

year of its receipt. 1.3 Fees for advisory and professional services for developing Ultra Mega Power Projectswill be accounted for on

transfer of the project to the successful bidder. 1.4 Recoveries in borrowal accounts are appropriated as per the loan agreements.

1.5 The Corporation is raising demand of instalments as per loan agreements worked out on total disbursements. The

repayment is adjusted against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

1.6 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to 1.4.2001 is

recognised on the basis of implicit interest rate, in the lease, in accordance with ‘Guidance Note on Accounting for Leases’ issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with AS-19 on “Accounting for leases”.

1.7 Premium on interest restructuring is accounted for as the income for the year in which the restructuring is

approved. 1.8 Premium on premature repayment of loan is accounted for as the income for the year in which it is received by the

corporation. 1.9 Rebate on account of timely payments by borrowers is accounted for, on receipt of entire amount due in time.

1.10 Income under the head upfront fees, lead manager fees, facility agent fees and service charges on loans is

accounted for as the income for the year in which it is received by the corporation. 1.11 Expenditure incurred on raising of funds including discount on bonds is charged to the Profit and Loss Account in

the year in which it is incurred except the discount/financial charges/interest on the Commercial Papers and Zero Coupon Bonds (Deep Discount Bonds), which are amortized proportionately over the period of its tenure.

1.12 Income from Dividend is accounted for in the year of declaration of dividend.

1.13 Expenditure on Initial Public Offer is charged off to the Share Premium received on issue of shares.

2.0 Prudential Norms 2.1 In terms of Reserve Bank of India’s Notification No. DNBS.135/CGM (VSNM) – 2000 dated 13th January

2000, the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 are not applicable to the Corporation, being a Govt. Company registered with RBI as NBFC. The Corporation has however, formulated its own set of Prudential Norms applicable for the financial years 2003-04 onwards, which were approved by Board of Directors & are applicable w.e.f. 01.04.2003.

2.2 As per applicable prudential norms, an asset other than a lease asset, in respect of which installments of loan,

interest and/or other charges remain due and unpaid for a period of 6 months or more, is classified as Non-Performing Asset (NPA). Any lease rental, which remains due but unpaid for a period of twelve months or more, is considered NPA. A facility made to a State Utility against State Government Undertaking for deduction from Central Plan allocation for making payment to PFC against its unpaid dues is treated as Deemed Standard Asset. Income accrued on NPAs and Deemed Standard Assets in respect of which installments of loan, interest and/or other charges remain due and unpaid for a period of 6 months or more is not recognized in financial statements till its realization. No provision is made against the Deemed Standard Assets.

2.3 NPA classification and provisioning norms for assets other than lease

2.3.1 The NPAs are further classified into various categories as follows: -

i) NPA for a period not exceeding 2 years : Sub-standard asset ii) NPA exceeding 2 years : Doubtful asset iii) When an asset is identified by PFC as loss asset : Loss asset

2.3.2 The provision against NPAs is made at the rates given hereunder: -

(i) Sub-Standard Assets: 10% (ii) Doubtful assets:

(a) Facilities guaranteed by state / central government Upto 1 year 15% 1 – 3 years 25% More than 3 year 50% (b) Others (i) Unsecured 100% (i) Secured Upto 1 year 20% 1 – 3 years 30% More than 3 year 50% (iii ) Loss assets 100%

2.4 NPA classification and provisioning norms for lease assets 2.4.1 The NPAs are further classified into various categories as follows: -

i) NPA for a period not exceeding 1 year : Sub-standard asset ii) NPA exceeding 1 Year but upto 3years Doubtful asset iii) NPA exceeding 3 years : Loss asset

2.4.2 The provision against NPAs is made at the rates given hereunder: -

(i) Sub-Standard Assets: 10% (ii) Doubtful assets: NPA for 1-2 years 40% NPA for 2 – 3 years 70% (iii ) Loss assets 100%

2.5 For the purpose of application of Prudential Norms and Provisioning Norms

(i) Facilities granted to State / Central Sector entities are considered loan wise.

(ii) Facilities granted to other entities are considered borrower wise. 2.6 In cases where PFC has lent in consortium with Banks and FIs and the projects are under implementation, and

defaults have occurred, such assets are considered as Standard Assets until the period, not exceeding two years from the deemed date of completion notified by RBI group. The income on these loans is recognised at the time of its receipt.

3.0 Investments: 3.1 In case of quoted investments – valued at lower of cost or market price at the year end. 3.2 In case of investment in Mutual Fund / Venture Capital Fund – valued at lower of cost or Net Asset Value at

the year-end. 3.3 Unquoted long-term investments are carried at cost less provision for diminution, other than temporary. 4.0 Foreign Exchange Transactions:

4.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction.

i) Expenses and income in foreign currency; and ii) The amounts borrowed and lent in foreign currency.

4.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of closing

of accounts.-

i) Foreign Currency Loan liabilities to the extent not hedged;

ii) Funds kept in foreign currency account with Banks abroad;

iii) Contingent liabilities in respect of guarantees given in foreign currency;

iv) Income earned abroad but not remitted / received to India,

v) Loans granted in foreign currency

vi) Expenses and income accrued but not due on foreign currency loans/borrowings. 4.3 Post Repayment Fund (PRPF) of VVNL

• In view of the complete withdrawal of deduction under Section 36(1) (x) of Income Tax and also the winding-up of the ERAF Trust, balance available over and above the translation loss in ERMA will be paid/ adjusted to borrower’s account. Surplus in PRP fund of the Corporation is transferred to Profit and Loss Account since these accounts can no longer serve the purpose for which they were created as the trust is closed and no contribution can be made to such funds in future.

• Loans frozen at the rate of exchange prevailing on 31.03.2007 and future losses and gains will be booked to

Profit and Loss Account as per policy No.4. 4.4 The actual / translation gain/loss (net) on other foreign currency loan Assets & Liabilities are charged/credited to

Profit and Loss Account. The portion of Foreign Currency Loans swapped into Indian Rupee are stated at the reference rate fixed in the swap transaction. In case of forward exchange contracts, the difference between the exchange rate prevailing on the date of forward contract and the forward rate is recognized as income or expense over the life of the contract and adjusted to loan amount.

4.5 In case of loan from KfW, Germany, actual as well as translation exchange loss, if any, at the year-end is debited to

IDF Account-KfW.

• The purpose of this fund is similar to the ERMA fund, but since no contribution is being made and no deduction was claimed under Section 36 (i) (x) of the I.T. Act the balance in the IDF fund is kept under a separate account head titled as “KFW Interest Differential Fund”.

4.6 CPFC Fund

The balance in the CPFC fund (after adjusting the principal amount shown as recoverable from Exchange Risk Administration Account-ERAA), i.e. the balance representing accretion to contribution made by PFC to ERAF, is written back to P/L account.. The loan liabilities (not on back to back basis) translated at the exchange rates as on 31st March 2007. Any translation loss or gain after 31st March 2007 will be accounted as per Accounting Policy No.4.0.

5.0 Fixed Assets/Depreciation: 5.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from active

use and held for disposal, which are stated at lower of the book value or net realizable value. 5.2 The additions to Fixed Assets are being capitalized on the basis of bills approved or estimated value of work

done as per contracts in cases where final bills are yet to be received/ approved. 5.3 Depreciation on assets other than leased assets is provided on Written Down Value method, in accordance with

the rates prescribed in Schedule XIV of the Companies Act, 1956.

5.4 Depreciation on assets leased prior to 01.04.2001 is provided on Straight Line Method at the rates prescribed under Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per AS-19.

5.5 Items of fixed assets acquired during the year costing upto Rs.5000/- are fully depreciated. 5.6 Intangible Assets such as software are amortized by straight-line method over life of the assets estimated by

the corporation. 6.0 Grants from Govt. of India: 6.1 Grants reimbursed to the grantee for studies etc. are accounted as amount recoverable from the Govt. of India

and squared up on receipt of amount. 7.0 Interest Subsidy Funds 7.1 Interest Subsidy for eligible borrowers received from Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG&SP) on Net Present Value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess/shortfall in the Interest Subsidy Fund is charged off/adjusted at the completion of respective scheme.

7.2 The Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy

fund by debit to P&L account, at rates specified in the Scheme. 8.0 Ultra Mega Power Projects 8.1 Expenditure on the particular Ultra Mega Power Project is debited to the account “Amount recoverable from

their concerned Special Purpose Vehicle (SPVs)” 8.2 The amounts received by SPVs as Commitment Advance from Power Procurers has been parked with the

Company as Inter Corporate Loan and Interest is provided on unused portion of these loans at the mutually agreed interest rates.

9.0 Others 9.1 Prepaid expenses, prior period expenses / income of Rs.5000/- and below are charged to natural heads of account. 9.2 Provision for gratuity, sick leave, earned leave, post retirement medical benefits, economic rehabilitation

benefit, leave travel concession, settlement allowance after retirement and service award scheme are accounted for on actuarial basis at the year end as per AS-15 .

-----

ANNEXURE - V FINANCIAL YEAR 2010-11

NOTES ON ACCOUNTS

1. The Company is a government company engaged in extending financial assistance to power sector. 2.

Contingent liabilities: (i) Default guarantees issued by the Company in foreign currency :

a) EURO 0.355 million equivalents to Rs. 2.27 crore (previous year EURO 0.710 million equivalents to Rs. 4.35 crore).

b) US $ 14.34 million equivalent to Rs. 64.75 crore (previous year US $ 17.745 million equivalent to Rs.

80.88 crore).

(ii) Default guarantee issued by the Company in Indian Rupee: Rs. 400 crore (previous year Rs. 400.00 crore).

(iii) Bank guarantee issued by the Company in Indian Rupee: Rs. 50.04 crore (previous year Rs 0.04 crore). (iv) The additional demand raised by Income Tax Department of Rs. 9.24 crore, Rs 0.57crs , Rs. 0.03 crore and

Rs. 4.48 crs. for Assessment Years 2005-06, 2006-07, 2007-08 and 2008-09 respectively are being contested. The management does not consider it necessary to make any provision, as the probability of outflow of resources is negligible.

(v) Claims against the Company not acknowledged as debts are Rs. 7.80 crore (previous year Rs. 7.80 crore).

(vi) Outstanding disbursement commitments to the borrowers by way of Letter of Comfort issued against loans sanctioned, Rs. 5,758.02 crore as at 31.03.2011 (previous year Rs. 3,414.21crore).

3. Estimated amount of contract remaining to be executed on account of capital contracts, not provided for, is Rs. 3.70 crore (previous year Rs. 4.26 crore).

4. Additional demands raised by the Income Tax Department (net of relief granted by Appellate Authorities) amounting to Rs. 22.58 crore for Assessment Year 2001-02 to 2008-09 were paid, provided for and are being contested.

5.

A project under implementation having principal outstanding of Rs. 700.00 crore (previous year Rs. 325.00 crore) has been considered as standard asset in terms of RBI circular No. DBS.FID.No.C – 11 / 01.02.00 / 2001-02 dated 01.02.2002 read with D.O. letter DBS.FID No.1285 / 01.02.00 / 2001-02 dated 14.05.2002 (thereby treating the asset as standard till June, 2008), RBI letter no. DBOD, BP.No.7675 / 21.04.048 / 2008-09 dated 11.11.2008 (which inter-alia advised that the date of commencement of commercial operation (DCCO) be treated as 31.03.2009), RBI circular no. DBOD. BP. BC. 85 / 21.04.048 / 2009 -10 dated 31.03.2010 and RBI letter no. DBOD. No. BP. No. 11505 / 21.04.048 / 2010-11 dated- 21.01.2011. (which inter-alia enables that the said asset can be retained as standard asset, if the DCCO is re-fixed within the period of 3 years from the commercial operation of 31.03.2009 provided the change in DCCO is due to reasons beyond control of the promoter and subject to compliance of certain provisions). Accordingly, in terms of the RBI circular no. DBOD. No. BP. BC. 85 / 21.04.048 / 2009 -10 dated 31.03.2010, the Company has made a provision of Rs. 2.80 crore at the rate of 0.40% of the outstanding amount of Rs. 700 crore during the year. However, the Company recognizes interest on this loan on receipt basis in terms of the accounting policy and as per prudential norms approved by the MoP. The Company has approved and finalized amendments to the Financial Realignment Plan (FRP).As per FRP, the Project Company is to issue Zero Coupon Bonds (ZCB) (towards interest outstanding for the period from 01.10.2001 to 31.10.2005) valuing Rs. 103.87 crore. During the FY 2010-11, an amount of Rs. 120.81 crore ( including the dues of previous year of Rs. 23.12 crore and the guarantee fee of Rs. 4.60 crore for the current year) became due on the loan as per FRP, out of which Rs. 74.74 crore were received and accounted for as per the accounting policy. The balance of Rs. 46.07 crore being interest and guarantee fee due up to 31.03.2011 and Rs.103.87 crore against ZCB have not been recognized, as per the accounting policy.

6 During the year, one borrower had made premature repayment of loan of Rs. 497.92 crore with payment of Rs. 10.99 crore towards prepayment premium. As per the terms and conditions of the loans / prepayment policy of the company, the demand for balance prepayment premium of Rs. 10.79 crores was sent to the borrower, which they have disputed and have not paid. Hence the same has not been accounted for.

7.

Interest Subsidy of Rs. 17.65 crore under Accelerated Generation & Supply Programme (AG&SP) along with interest upto 31st March, 2011 amounting to Rs.26.78 crore (previous year Rs. 24.67 crore), became recoverable in respect of one project, as the project was not completed till 31.03.2007 and the subsidy was withdrawn by the MoP. The amount of Rs. 26.78 crore (previous year Rs.24.67 crore) is payable to the MoP on receipt from the borrower.

8. The company creates Debenture Redemption Reserve (DRR) upto 50% of the value of bonds / debentures issued through public issue, during the maturity period of such bonds / debentures. Accordingly, during the year the

company has created DRR amounting to Rs. 0.06 crore (previous year Nil) on account of public issue of long term infrastructure bonds. The Company is not required to create Debenture redemption reserve in case of privately placed debentures as per circular No. 6 / 3 / 2001 – CL.V dated 18.04.2002 of the Government of India, Ministry of Law, Justice Company Affairs, Department of Company Affairs. . The Company is not required to maintain reserve fund under section 45 – I C of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI, vide RBI letter dated 24.01.2000.

9. Foreign currency actual outgo and earning: (Rs. in crore)

S.No. Description Year ended 31.03.11 Year ended 31.03.10 A. Expenditure in foreign currency i) Interest on loans from foreign institutions 108.40 96.91 ii) Financial & Other charges 57.37 35.08 iii) Traveling Expenses 0.16 0.26 iv) Training Expenses 0.10 0.15 B. Earning in foreign currency Nil Nil

10.1

Related party disclosures: Key managerial personnel:

Name of the key managerial personnel Shri Satnam Singh, CMD (with effect from 01.08.2008) Shri M K Goel, Director (with effect from 27.07.2007) Shri Rajeev Sharma, Director (with effect from 09.03.2009) Shri R. Nagarajan, Director (with effect from 31.07.2009) Subsidiary company Shri N D Tyagi, CEO of PFC Consulting Limited. Joint Ventures entities Shri R. S. Sharma, Chairman of Energy Efficiency Services Limited Shri I. J. Kapoor, Chairman of National Power Exchange Limited

Managerial remuneration: (Rs. in crore)

Chairman & Managing Director

Other Directors and CEO

For year ended 31.03.2011

For the year ended 31.03.10

For the year ended 31.03.2011

For the yeaended 31.03.10

Salaries and allowances 0.23 0.27 0.66 0.70 Contribution to provident fund and other welfare fund

0.02 0.02 0.05 0.04

Other perquisites / payments 0.13 0.18 0.38 0.38 Total 0.38 0.47 1.09 1.12

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs. 780/- per month.

10.2

Investment in equity share capital of companies incorporated in India as subsidiaries / associates / joint venture companies including companies promoted as Special Purpose Vehicles (SPV) for ultra mega power projects are given below:-

SL Name of the companies Date of investment

No. of shares subscribed

% of ownership

Amount (Rs. in crore)

A Subsidiary Company 1. PFC Consulting Limited (*) 09.04.2008 50,000 100% 0.05 Sub-Total (A) 50,000 0.05 B Subsidiary Companies promoted as SPVs for Ultra Mega Power Projects (**) 1. Coastal Maharashtra Mega Power

Limited 05.09.2006 50,000 100% 0.05

2. Orissa Integrated Power Limited 05.09.2006 50,000 100% 0.05 3. Coastal Karnataka Power Limited 14.09.2006 50,000 100% 0.05 4. Coastal Tamil Nadu Power Limited 31.01.2007 50,000 100% 0.05 5. Chhattisgarh Surguja Power Limited 31.03.2008 50,000 100% 0.05 6. Sakhigopal Integrated Power Limited 27.01.2010 50,000 100% 0.05 7. Ghogarpalli Integrated Power Limited 27.01.2010 50,000 100% 0.05 8. Tatiya Andhra Mega Power Limited 27.01.2010 50,000 100% 0.05 Sub-Total (B) 4,00,000 0.40 C Joint venture Companies (*)1 National Power Exchange Limited

(***) 18.12.2008 03.09.2010

8,33,000 13,54,015

16.66% 0.83 1.36

2. Energy Efficiency Services Limited (****)

21.01.2010

6,25,000

25% 0.63

Sub-Total (C ) 28,12,015 2.82 D Associate companies (*) 1. Power Equity Capital Advisors

(Private) Limited 15.04.2008 15,000 30% 0.02

Sub-Total (D ) 15,000 0.02 TOTAL (A) + (B) + (C ) + (D) 32,77,015 3.29

(*) The financial statements are consolidated as per Accounting Standard 21 – Consolidated Financial Statements, Accounting Standard 27 – Financial Reporting of Interests in Joint Ventures and Accounting Standard – 23 Accounting For Investment in Associates in Consolidated Financial Statements. (**) The subsidiary companies were incorporated as SPVs under the mandate from the Government of India for development of ultra mega power projects (UMPPs) and independent transmission projects with the intention to hand over the same to successful bidder on completion of the bidding process. The Financial Statements of these subsidiaries are attached as required under Section 212 of the Companies Act, 1956 without consolidating in accordance with paragraph 11 of Accounting Standard-21. (***) Power Finance Corporation Limited (PFC), NTPC Limited, NHPC Limited and Tata Consultancy Services Limited (TCS), have jointly promoted National Power Exchange Limited (NPEL). NPEL will carry out the business of providing a platform for trading of power through an organized exchange. NPEL has not commenced its operation. (****) Energy Efficiency Services Limited (EESL) has been jointly promoted by PFC, NTPC, PGCIL and Rural Electrification Corporation Limited (REC) with equal participation in equity capital for implementing energy efficiency projects. Further, the Company has paid Rs. 24.38 crore towards additional subscription to equity shares; the allotment of equity shares is awaited from EESL. The name of Bokaro-Kodarma Maithan Transmission Company Limited has been struck off by the Registrar of Companies in the month of January 2011. Accordingly, a provision of Rs. 0.05 crore made against equity investment in the company has been reversed.

10.3

Power Finance Corporation Green Energy Ltd. (PFCGEL) has been incorporated as a wholly owned subsidiary of the Company to extend finance and financial services to promote green (renewable and non-conventional sources of) energy with authorized share capital of Rs. 1200.00 crores and subscribed share capital of Rs. 0.05 crores. The certificate of commencement of business is awaited. The subsidiary's financial statement is not consolidated, as the first financial year of the subsidiary has been decided by its Board of directors to be for the period from 30.03.2011 to 31.03.2012.

10.4

The Company’s share of assets, liabilities, contingent liabilities and capital commitment as at 31.03.2011 and income and expenses for the period in respect of joint venture entities based on audited / unaudited accounts are given below: (Rs. in crore)

SL Particulars As at 31.03.2011 As at 31.03.2010 NPEL EESL Total NPEL EESL Total Ownership (%) 16.66 25 16.66 25 A Assets - Long term assets 0.01 0.13 0.14 0.02 - 0.02

- Current assets 1.76 27.85 29.61 0.73 6.70 7.43 Total 1.77 27.98 29.75 0.75 6.70 7.45 B Liabilities - Long term liabilities - - - - - - - Current Liabilities 0.12 2.43 2.55 0.20 0.28 0.48

Total 0.12 2.43 2.55 0.20 0.28 0.48 C Contingent liabilities 0.01 - 0.01 - 0.01 D Capital commitments - - - - For the period Previous Year E Income 0.07 1.50 1.57 0.03 0.00 0.03 F Expenses 0.32 0.37 0.69 0.30 0.30 0.60

10.5

The details of amount recoverable (including interest thereon) from the respective subsidiaries are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2011

Amount as on 31.03.2010

Maximum during the period

Maximum During the previous year

Coastal Maharashtra Mega Power Limited 4.88 4.28 4.95 4.28 Orissa Integrated Power Limited 58.40 13.67 58.40 13.67 Coastal Karnataka Power Limited 2.08 1.83 2.11 1.83 Coastal Tamil Nadu Power Ltd. 18.74 11.17 18.74 11.17 Chhattisgarh Surguja Power Ltd. 41.05 33.08 41.05 33.08 Sakhigopal Integrated Power Limited 0.65 0.24 0.65 0.24 Ghogarpalli Integrated Power Limited 0.53 0.24 0.53 0.24 Tatiya Andhra Mega Power Limited 5.40 0.88 5.40 0.88 Power Finance Corporation Green Energy Ltd.

2.25 0.00 2.25 0.00

Total 133.98 65.39 134.08 65.39

10.6

The details of amounts payable to subsidiaries (including interest) in respect of amounts contributed by power procurers and other amounts payable are given below: (Rs. in crore)

Name of the subsidiary companies Amount as on 31.03.2011

Amount as on 31.03.2010

Maximum during the period

Maximum During the previous year

PFC Consulting Limited 0.00 1.86 1.99 1.86 Coastal Maharashtra Mega Power Limited 45.65 42.96 45.65 42.96 Orissa Integrated Power Limited 52.47 48.05 52.47 48.05 Coastal Tamil Nadu Power Ltd. 50.02 46.88 50.02 46.88 Chhattisgarh Surguja Power Ltd. 46.13 41.96 46.13 41.96 Sakhigopal Integrated Power Limited 17.74 5.15 17.74 5.15 Ghogarpalli Integrated Power Limited 16.52 0.00 16.52 0.00 Tatiya Andhra Mega Power Limited 19.26 0.00 19.26 0.00 Total 247.79 186.86 249.78 186.86

10.7

(i) Investment in “Small is Beautiful” Fund: - The Company has outstanding investment of Rs. 8.73 crore (previous year Rs. 12.08 crore) in units of Small is Beautiful Fund. The face value of the Fund is Rs. 10 per unit. The NAV as on 31.03.2010 was Rs. 9.80 per unit and as on 31.03.2011 is Rs. 10.08 per unit. As investment in Small is Beautiful Fund is long term investment, the fluctuation in NAV in the current scenario is considered as temporary. (ii) Investment in equity (unquoted) in Power Exchange India Limited:- Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and National Commodity and Derivatives Exchange Limited (NCDEX). The authorized capital has been enhanced from Rs. 50 crore to Rs. 100 crore in September 2010. The paid up capital of PXIL is Rs. 40.00 crore, as on 31.03.2011. The Company has subscribed Rs. 1.75 crore of the paid up capital of PXIL.

11.

Interest Differential Fund (IDF) – KFW The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this loan and any excess will be used in accordance with the agreement. The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund – KFW and shown as a liability. The total fund accumulated as on 31.03.2011 is Rs. 49.01 crore (previous year Rs. 47.60 crore) after adjusting the translation loss of Rs. 15.74 crore (previous year Rs. 13.73 crore).

12. The Company borrows money in foreign currency to finance power projects. In the opinion of the Company, AS 16 – Borrowing costs is applicable where funds are borrowed for acquisition of qualifying asset. The Company does not have any qualifying asset as per AS 16 and hence the foreign exchange gain / loss have been recognized in the Profit & Loss A/c as per AS 11 – The Effects of Changes in Foreign Exchange Rates.

13.

(i) Foreign currency liabilities not hedged by a derivative instrument or otherwise:-

(ii) The company enters into derivative contracts for mitigating exchange rate risk in foreign currency liabilities and interest rate risk in foreign currency and rupee liabilities. Paragraphs 36 and 39 of the AS 11 states that in respect of forward exchange contracts not intended for trading or speculative purpose, the forward premium / discount be amortised over the life of such contracts and the forward exchange contracts intended for trading or speculative purpose be marked to market. The derivatives entered into by the company are in the nature of hedging and not in the nature of speculative or trading. The derivatives in the nature of forwards are dealt with in accordance with AS 11.

The Institute of Chartered Accountants of India (ICAI) had issued an announcement dated 29th March, 2008 regarding accounting for derivatives which gives companies an option either to account for losses, if any, on derivatives based on mark to market valuation or to adopt the principles enunciated in the Accounting Standard (AS) 30 on ‘Financial Instruments: Recognition and Measurements’. The Company has not adopted AS 30, nor accounted for mark to market losses for other derivatives outstanding as at 31st March 2011, as the ICAI, vide their announcement dated 11th February 2011, have stated, inter-alia, that AS - 30 is not presently mandatory and that it is not expected to continue in its present form, and hence the announcement prior to the date of 11th February, 2011, in the management's view, does not hold good.

Currencies Amount (in millions)

31.03.2011 31.03.2010 USD EURO JPY

381.76 26.66 42,551.04

427.43 27.63 1,590.51

14.

(a) Asset under finance lease after 01.04.2001: (i) The gross investment in the leased assets and the present value of the minimum value receivable at the balance sheet date and the value of unearned financial income are been given in the table below: The future lease rentals are given below:- (Rs. in crore)

Particulars As on 31.03.2011

As on 31.03.10

Total of future minimum lease payments (Gross Investments) 541.19 205.01 Present value of lease payments 355.96 160.63 Unearned finance income 185.23 44.38 Maturity profile of total of future minimum lease payments (Gross Investment)

Not later than one year 77.99 45.07 Later than one year and not later than 5 years 246.56 156.99 Later than five years 216.64 2.95 Total 541.19 205.01 Break up of Present Value of Lease Payments Not later than one year 43.28 29.26 Later than one year and not later than 5 years 155.19 128.49 Later than five years 157.49 2.88 Total 355.96 160.63

(ii) The Company had sanctioned an amount of Rs. 88.90 crore in the year 2004 as finance lease for financing wind turbine generator (commissioned on 19.07.2004) which was reduced to Rs. 88.85 crore in December 2006. The gross investment stood at the level of Rs. 46.01 crore as on 31.03.2011. The lease rent is to be recovered within a period of 15 Years, starting from 19.07.2004, which comprises of 10 years as a primary period and 5 years as a secondary period. (iii) The Company had sanctioned an amount of Rs. 98.44 crore in the year 2004 as finance lease for financing wind turbine generator (commissioned on 18.5.2004). The gross investment stood at Rs. 48.33 crore as on 31.03.2011. The lease rent is to be recovered within a period of 20 years, starting from 18.05.2004, which comprises of 10 years as a primary period and maximum of another 10 years as a secondary period. (iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease for financing wind turbine generator (commissioned on 09.06.2005). The gross investment stood at Rs. 65.60 crore as on 31.03.2011. The lease rent is to be recovered within a period of 19 years 11 months, starting from 09.06.2005,

which comprises of 10 years as a primary period and maximum of 9 years and 11 months as a secondary period. (v) The Company had sanctioned an amount of Rs.228.94 crore in the year 2008 as finance lease for financing wind turbine generator. The gross investment stood at Rs. 381.25 crore as on 31.03.2011. The lease rent is to be recovered within a period of 20 years, starting from 31.10.2010, which comprises of 12 years as a primary period and maximum of 8 years as a secondary period.

b) Operating Lease: The Company’s operating leases consists:- Premises for offices and for residential use of employees are lease arrangements, and are usually renewable on mutually agreed terms, and are cancellable. Rent for residential accommodation of employees include Rs. 6.89 crore (previous year Rs. 4.06 crore) towards lease payments, net of recoveries in respect of premises for residential use of employees. Lease payments in respect of premises for employees are shown as rent for residential accommodation of employees in Schedule 14 – Personnel, Administration and Other Expenses. Lease payments in respect of premises for offices are shown as office rent in Schedule 14 – Personnel, Administration and Other Expenses.

15. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i) The Company claims subsidy from Govt. of India at net present value calculated at indicative interest rates in accordance with the GOI’s letter vide D.O.No.32024 / 17 / 97 – PFC dated 23.09.1997 and O.M.No.32024 / 23 / 2001 – PFC dated 07.03.2003, irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each project (based upon certain assumptions that these would remain same over the projected period of each loan / project), the Company estimated the net excess amount of Rs. 35.31 crore and Rs. 229.43 crore (excluding an amount of Rs. 17.65 crore recoverable from Irrigation Department of Government of Maharashtra) as at 31.03.2011 for IX and X plan respectively under AG&SP schemes and there is no shortfall. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset etc. Any excess / shortfall in the interest subsidy fund will be refunded or adjusted / charged off at the completion of the respective scheme.

(ii) The amount of Rs. 451.87 crore (Previous year Rs. 663.49 crore) under the head Interest Subsidy Fund, represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of the following : -

(Rs.in crore)

Particulars As on 31.03.2011

As on 31.03.10

Opening balance of Interest Subsidy Fund 663.49 908.94 Add : - Received during the period : - Interest credited during the period

-- 56.22

-- 80.44

Less : Interest subsidy passed on to borrowers Refunded to MoP:

(a) Estimated net excess against IX Plan (b) Due to non- commissioning of Project in time

117.84 150.00 --

169.36 150.00 6.53

Closing balance of interest subsidy fund 451.87 663.49

16. (i) The Company has been designated as the Nodal Agency for operationalisation and associated service for implementation of the Re-structured Accelerated Power Development and Reforms Programme (R – APDRP) during XI plan by the , MoP, GoI under it’s overall guidance. Projects under the scheme are being taken up in two parts. Part – A includes the projects for establishment of baseline data and IT applications for energy accounting as well as IT based customer care centers. Part – B includes regular distribution strengthening projects.GoI provides 100% loan for Part A and up to 25% (up to 90% for special category States) loan for Part – B. Balance funds for Part – B projects can be raised by the utilities

from PFC / REC / multi-lateral institutions and / or own resources. The loans under Part – A alongwith interest thereon is convertible into grant as per R – APDRP guidelines. Similarly, upto 50% (up to 90% for special category states) of the loan against Part –B project would be convertible in to grant as per R – APDRP guidelines. Enabling activities of the programe is covered under Part – C. The loans under R – APDRP are routed through the Company for disbursement to the eligible utilities. The amount so disbursed but not converted in to grants as per R – APDRP guidelines will be repaid along with interest to the GoI on receipt from the borrowers. The details are furnished below : (Rs. in crore)

Particulars

Amount recoverable from borrowers & payable to GOI

R – APDRP Fund Amount payable to GOI (Interest earned on Fixed Deposit)

As at 31.03.2011

As at 31.03.10

As at 31.03.2011

As at 31.03.10

As at 31.03.2011

As at 31.03.10

Opening balance 1,646.09 325.10 0.00 0.00 0.11 0.00 Additions during the year 2256.79 1,320.99 2256.79 1,320.99 6.29 0.11 Disbursements / changes during the year 2256.79 1,320.99 Total 3902.88 1646.09 0.00 0.00 6.40 0.11 Interest accrued but not due 413.01 109.70 0.48 Closing balance 4,315.89 1,755.79 0.00 0.00 6.88 0.11

(ii) Pending finalization of norms for payment of nodal agency fee, etc. the accounting policy therefore was held in abeyance in 2009-10 and fee etc. had not been accounted for in 2009-10. On finalization of norms by MoP, GoI, vide Office Memorandum No. 14 / 03 / 2008 – APDRP dated 20th August, 2010, the Company has recognised in the books of accounts, during the year ended 31.03.2011, nodal agency fee income Rs. 89.62 crore (previous year NIL) in respect of sanctions and disbursements done in 2008-09, 2009-10 and 2010-11. (iii) During the year ended 31.03.2011, the Company has recognized Rs. 39.20 crore as amount reimbursed

/ reimbursable from the Ministry of Power, Govt. of India, towards the actual expenditure incurred in FY 2008-09, 2009-10 and in 2010-11 on various activities for operationalising the programme.

(iv) As on 31.03.2011, the total amount of nodal agency fees and reimbursement of expenditure recognised

by PFC has been as under:- (Rs. in crore)

During 2010-11 Cumulative up-to 31.03.2011 Nodal agency fees Reimbursement of expenditure

89.62 39.20

89.62 39.20

Total 128.82 128.82 (v) As per Office Memorandum No. 14 / 03 / 2008 – APDRP dated 20th August, 2010 of the MoP, GoI, the

total amount receivable against the nodal agency fee plus the reimbursement of actual expenditure will not exceed Rs. 850 crore or 1.7 % of the likely outlay under Part A & B of R – APDRP, whichever is less.

17.

The net deferred tax liabilities of Rs. 82.97 crore (previous year Rs. 46.95 crore) have been computed as per Accounting Standard 22 Accounting for Taxes on Income. The breakup of deferred tax liabilities is given below: - (Rs. in crore)

Description As on 31.03.2011

As on 31.03.2010

(a) Deferred Tax Asset (+) (i) Provision for expenses not deductible under Income Tax Act

18.02 7.06

(b) Deferred Tax Liabilities (-) (ii) Depreciation -0.44 -0.12 (iii) Lease income on new leases -99.69 -53.36

(iv) Amortization -0.86 -0.53 Net Deferred Tax liabilities (-)/Assets (+) -82.97 -46.95

18.

In compliance with Accounting Standard – 20 on Earning Per Share issued by the Institute of Chartered Accountants of India, the calculation of Earning Per Share (basic and diluted) is as under:-

Particulars Current year 31.03.2011

Previous year 31.03.2010

Net Profit after tax used as numerator (Rs. in crore) 2619.58 2,357.25

Weighted average number of equity shares used as denominator (basic & diluted)

114,77,66,700

114,77,66,700

Earning per share (basic & diluted) (Rupees) 22.82 20.54

Face value per share (Rupees) 10 10

19. The Company has no outstanding liability towards Micro, Small and Medium enterprises. 20.

The value of lease hold land aggregating to Rs. 37.87 crore (previous year Rs. 38.33 crore) comprises of Rs. 31.83 crore (previous year Rs. 31.83crore) paid towards cost of land to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty of Rs. 2.01 crore (previous year Rs.2.47 crore) and capitalization of ground rent of Rs.4.03 crore (previous year Rs. 4.03 crore) up to the date of completion of building. The Land and Development Office have executed the perpetual lease deed on 23.03.2011. The registration of the perpetual lease deed is under process. Leasehold land is not amortized, as it is a perpetual lease.

21. Liabilities and assets denominated in foreign currency have generally been translated at TT selling rate of SBI at year end as given below: -

S. No. Exchange Rates 31.03.2011 31.03.2010 1 USD / INR 45.1400 45.5800 2 JPY / INR 0.5484 0.4900 3 EURO / INR 63.9900 61.3100

In-case of specific provision in the loan agreement for a rate other than SBI TT selling rate, the rate has been taken as prescribed in the respective loan agreement.

22. Disclosures as per Accounting Standard –15 :- A. Provident fund The Company pays fixed contribution to provident fund at prescribed rates to a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to the profit and loss account. The obligation of the Company is to make such fixed contribution and to ensure a minimum rate of return to the members as specified by GoI. Any short fall for payment of interest to members as per specified rate of return has to be compensated by the Company. The Company estimates that no liability will take place in this regard in the near future and hence no further provision is considered necessary. B. Gratuity The Company has a defined gratuity scheme and is managed by a separate trust. The provision for the same has been made on actuarial valuation based upon total number of years of service rendered by the employee subject to a maximum amount of Rs.10 lakh. C. Post Retirement Medical Scheme (PRMS) The Company has Post-Retirement Medical Scheme (PRMS), under which retired employees and the dependent family members are provided medical facilities in empanelled hospitals. They can also avail of reimbursement of out-patient treatment subject to a ceiling fixed by the Company. D. Terminal Benefits Terminal benefits include settlement in home town for employees & their dependents. E. Leave

The Company provides for earned leave benefit and half-pay leave to the credit of the employees, which accrue on half yearly basis @ 15 days and 10 days, respectively. 75% of the earned leave is encashable while in service and a maximum of 300 days earned leave can be accumulated, which is encashable on superannuation / separation. Half pay leave is encashable on separation after 10 years of service or at the time of superannuation subject to a maximum of 300 days. The liability for the same is recognized, based on actuarial valuation. The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of actuarial valuation. The summarised position of various defined benefits recognized in the profit and loss account, balance sheet are as under {Figures in brackets ( ) represents to previous year} i)Expenses recognised in Profit and Loss Account (Rs.in crore)

Gratuity PRMS Leave

Current service cost 0.92 (0.80)

0.26 ( 0.24)

1.73 (1.29)

Interest cost on benefit obligation 0.84 (0.59)

0.49 (0.27)

0.96 (0.54)

Expected return on plan assets -0.69 (-0.53)

0.00 (0.00)

0.00 (0.00)

Net actuarial (gain) / loss recognised in the year 0.65 (1.90)

0.17 ( 2.58)

0.65 (5.53)

Expenses recognised in Profit & Loss Account *1.72 (2.76)

0.92 (3.09)

*3.34 (7.36)

(*) Includes Rs.0.10 crore (previous year Rs.0.08 crore) and Rs. 0.15 crore (previous year Rs.0.11 crore) for gratuity and leave, respectively allocated to subsidiary companies. ii) The amount recognized in the Balance Sheet (Rs. in crore)

Gratuity PRMS Leave

Present value of obligation as at 31.03.2011 (i) 12.69 (11.18)

7.13 (6.44)

15.47 (12.84)

Fair value of plan assets at 31.03.2011 (ii) 10.57 (8.42)

0.00 (0.00)

0.00 (0.00)

Difference (ii) – (i) -2.12 -2.76)

-7.13 ( -6.44)

-15.47 -12.84)

Net asset / (liability) recognized in the Balance Sheet -1.72 (-2.76)

-7.13 (-6.44)

-15.47 ( -12.84)

iii) Changes in the present value of the defined benefit obligations (Rs. in crore)

Gratuity PRMS Leave

Present value of obligation as at 01.04.2010 11.18 (7.96)

6.44 (3.66)

12.84 (7.15)

Interest cost 0.84 (0.59)

0.49 (0.27)

0.96 (0.54)

Current service cost 0.92 (0.80)

0.26 (0.24)

1.73 (1.29)

Benefits paid -1.04 (-0.07)

-0.23 ( -0.31)

-0.71 ( -1.67)

Net actuarial (gain)/loss on obligation 0.79 (1.90)

0.17 (2.58)

0.65 (5.53)

Present value of the defined benefit obligation as at 31.03.2011

12.69 (11.18)

7.13 (6.44)

15.47 (12.84)

iv) Changes in the fair value of plan assets (Rs. in crore)

Gratuity PRMS Leave

Fair value of plan assets as at 01.04.2010 *7.92 (7.96)

0.00 (0.00)

0.00 (0.00)

Expected return on plan assets 0.69 (0.53)

0.00 (0.00)

0.00 (0.00)

Contributions by employer 2.86 (0.00)

0.00 (0.00)

0.00 (0.00)

Benefit paid -1.04 ( -0.07)

0.00 (0.00)

0.00 (0.00)

Actuarial gain / (loss) 0.14 (0.00)

0.00 (0.00)

0.00 (0.00)

Fair value of plan assets as at 31.03.2011 *10.57 (8.42)

0.00 (0.00)

0.00 (0.00)

* It has been revised from Rs. 8.42 crore to Rs. 7.92 crore during the current financial year, after finalisation and audit of accounts of Gratuity Trust for the financial year 2009-10. v) One percent increase / decrease in the inflation rate would impact liability for medical cost of PRMS, as under:- Cost increase by 1% Rs. 0.14 crore Cost decrease by 1% Rs. 0.11 crore vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of Rs. 1.79 crore, to PRMS of Rs. 0.92 crore, to leave Rs. 3.34 crore and to pension Rs. 2.28 crore. (previous year towards contribution to the Gratuity Trust of Rs.2.76 crore, to PRMS of Rs.3.09 crore, to leave Rs.7.36 crore and to pension Rs.1.78 crore). F. Other Employee Benefits:- During the year, provision of Rs. - 0.03 crore (previous Year Rs. 0.04 crore) has been made for Economic Rehabilitation Scheme for Employees and provision of Rs. 0.65 crores has been made for Long Service Award for Employees (Previous year Rs. 0.01 crore reversed) on the basis of actuarial valuation made at the year end by charging / crediting the profit and loss account. G. Details of the Plan Asset:- The details of the plan assets at cost, as on 31.03.2011 are as follows:- (Rs. in crore)

SL Particulars 2010-11 2009-10 i) State Government Securities 3.83 1.37 ii) Central Government Securities 2.50 2.18 iii) Corporate bonds / debentures 4.24 4.87 Total 10.57 8.42

H. Actuarial assumptions Principal assumptions used for actuarial valuation are:- Method used Projected Unit Credit Method Discount rate 7.50 % Expected rate of return on assets – Gratuity 8.77 % Future salary increase 5.00 % The estimates of future salary increases considered in actuarial valuation, take into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

23. Details of provision as required in Accounting Standard – 29. (Rs.in crore)

Particulars Financial year 2010-11

Financial year 2009-10

Post Retirement Medical Scheme Opening Balance 6.44 3.66 Addition during the year 0.92 3.09 Amount paid / utilized during the year 0.23 0.31 Closing Balance 7.13 6.44

Gratuity Opening Balance 2.76 3.02 Addition during the year $ 1.79 2.76 Amount paid / utilized during the year 2.83 3.02 Closing Balance 1.72 2.76 $ Addition for the FY 2010-11 includes Rs. 0.07 crore related to FY 2009-10

Pension* Opening Balance 1.78 0.00 Addition during the year 2.28 1.78 Amount paid / utilized during the year 0.00 0.00 Closing Balance 4.06 1.78 Leave Encashment Opening Balance 12.84 7.15 Addition during the year 3.34 7.36 Amount paid / utilized during the year 0.71 1.67 Closing Balance 15.47 12.84 Wage Revision Opening Balance 6.20 21.89 Addition during the year 0.71 1.57 Amount paid / utilized during the year 6.91 17.26 Closing Balance 0.00 6.20 Economic Rehabilitation Scheme for Employee Opening Balance 1.31 1.29 Addition during the year -0.03 0.04 Amount paid / utilized during the year 0.02 0.02 Closing Balance 1.26 1.31 Bonus / Incentive / Base line Compensation Opening Balance 16.33 9.76 Addition during the year 17.78 14.32 Amount paid / utilized during the year 9.59 7.75 Closing Balance 24.52 16.33 Leave Travel Concession Opening Balance 0.00 2.34 Addition during the year 0.00 0.15 Amount paid / utilized during the year 0.00 2.49 Closing Balance 0.00 0.00 Baggage Allowances Opening Balance 0.05 0.05 Addition during the year 0.00 0.00 Amount paid / utilized during the year 0.00 0.00 Closing Balance 0.05 0.05 Service Award Opening Balance 2.10 2.11 Addition during the year 0.65 -0.01 Amount paid / utilized during the year 0.00 0.00 Closing Balance 2.75 2.10 Income Tax Opening Balance 1,337.29 1,489.88

Addition during the year 898.99 800.55 Amount refunded / adjusted 21.15 953.14 Closing Balance 2,215.13 1,337.29 Fringe Benefit Tax Opening Balance 0.80 2.90 Addition during the year 0.00 0.00 Amount adjusted during the year 0.00 2.10 Closing Balance 0.80 0.80 Proposed Final Dividend Opening Balance 172.17 154.95 Addition during the year ** 197.99 172.17 Amount paid / utilized during the year 172.17 154.95 Closing Balance 197.99 172.17 Proposed Corporate Dividend Tax Opening Balance 29.26 26.33 Addition during the year 32.12 29.26 Amount paid / utilized during the year 29.26 26.33 Closing Balance 32.12 29.26

* Pension: In view of the guidelines of the Department of Public Enterprise (DPE) for providing superannuation benefits with effect from 01.01.07, the Company is in the process of finalizing pension scheme for its employees. Pending finalisation of the scheme, the Company has made a provision of Rs. 2.28 crore during the period (previous year Rs. 1.78 crore for the period from 01.01.2007 to 31.03.2010). ** The Company paid an interim dividend of Rs. 3.50 per equity share of Rs. 10 each amounting to Rs. 401.72 crore on 22.01.2011 on the then paid up equity share capital of Rs. 1147.77 crore. The Company has issued 17,21,65,005 number of equity shares in May 2011 resulting in an increase of Rs.172.16 crore in paid up equity share capital. The Board of Directors recommended a final dividend of Rs. 1.50 per equity shares of RS. 10 each amounting to Rs. 197.99 crore on the post issue paid up equity share capital of Rs. 1319.93 crore subject to shareholders' approval in the Annual General Meeting. Total dividend for the financial year 20010-11 is Rs. 5.00 (interim dividend of Rs. 3.50 and final dividend of Rs. 1.50) per equity share of Rs. 10 each on the pre issue share capital of Rs. 1147.77 crore and Rs. 1.50 (final dividend) on the additional share capital of Rs. 172.16 crore issued in May 2011.

24.

(i) During the year, the Company has sent letters seeking confirmation of balances as on 31.12.2010 to the

borrowers. However, confirmations in few cases were yet to be received.

(ii) Some of the designated bank accounts opened for making interest payment to bondholders / debenture holders have outstanding balance of Rs. 0.50 crore are subject to reconciliation / confirmation.

25. The Capital Funds, Risk Weighted Assets and Capital Risk Adjusted Ratio (CRAR) of the Company are given hereunder:-

Items current year (*) Previous year

i) Capital Fund - a. Tier I (Rs. in crore) - b. Tier II (Rs. in crore)

14,197.62 12,418.72 984.88 842.07

ii) Risk weighted assets (Rs. in crore) 96,669.24 72,880.84 iii) CRAR 15.71% 18.20% iv) CRAR – Tier I Capital 14.69% 17.04% v) CRAR – Tier II Capital 1.02% 1.16%

(*) Reserve Bank Of India (RBI), vide their letter No. DNBS.CO. ZMD- N / M-67 / 55.16.009 / 2010-2011 dated 28.02.2011, has advised the Company to assign a risk weight of 20% to State Government guaranteed loans, which have not remained in default. Reserve for bad and doubtful debts u/s 36 (i) (viia) (c) of Income Tax Act, 1961 is considered as part of Tier II

Capital, as advised by RBI, vide their letter No. DNBS.CO.PD.No. 6774 / 03-10-01 / 2009 – 10 dated 17.06.2010.

26. The Company has no exposure to real estate sector as on 31.03.2011. 27. The Company does not have more than one reportable segment in terms of Accounting Standard No. 17 on

Segment Reporting. 28. 29.

Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable with the current period. Figures have been rounded off to the nearest crore of rupees with two decimals.

Financial Year 2009-10

Notes on Accounts

1.

Contingent liabilities: (i) Default Guarantees issued by the Company in foreign currency :

a) EURO 0.710 million equivalents to Rs. 4.35 crore (previous year EURO 1.066 million equivalent to Rs. 7.29 crore).

b) US$ 17.745 million equivalent to Rs. 80.88 crore (previous year US$ 21.145 million equivalent to Rs.108.79

crore).

(ii) Default Guarantee issued by the Company in Indian Rupee: Rs. 400.00 crore, (previous year Rs 400.00 crore). (iii) Bank Guarantee issued by the Company in Indian Rupee: Rs 0.04 crore, (previous year Rs 0.04 crore).

(iv) Outstanding disbursement commitments to the borrowers for Letter of Comforts issued against the loans sanctioned Rs. 3414.21crore (Previous year Rs. 394.88 crore).

(v) (a) The additional demand raised by Income Tax Department of Rs.44.23 crore and Rs.1.38 crore for Assessment Year 2006-07 & 2007-08, respectively were paid and are being contested. The management does not consider it necessary to make any provision as the probability of outflow of resources is negligible. (b) CIT(A) has granted refund of Rs.2.97 crore for Assessment Year 1996-97 and Rs.0.73 crore for Assessment Year 2001-02 against which the Income Tax department has filed appeals before ITAT and are pending, as Income tax department has not yet received permission of the Committee of Disputes (COD). (c) The Income tax department has filed appeals before Delhi High Court against its own order and the order of ITAT granting refund of Rs.0.36 crore & Rs.0.31 crore for Assessment Year 2001-02 & 2002-03. The Income tax department has not yet obtained the COD's permission.

(vi) Claim not acknowledged as debts are Rs. 7.80 crore (previous year Rs.7.80 crore).

(vii) Estimated amounts of contracts remaining to be executed on account of capital contracts is Rs. 4.26 crores (Previous Year Rs.Nil).

2. The additional demands raised by Income Tax Department (net of relief granted by Appellate Authorities) of Rs.0.26 crore for Assessment Year 1996-97, Rs.3.22 crore for Assessment Year 2000-01, Rs.5.34 crore for Assessment Year 2001-02, Rs.4.74 crore for Assessment Year 2002-03, Rs.4.24 crore for Assessment Year 2003-04, Rs.3.21 crore for Assessment Year 2004-05 and Rs.23.64 crore for Assessment Year 2005-06 were paid and provided for and are being contested.

3.

The Government of India, Ministry of Power, under section 58(4) of the Madhya Pradesh Reorganization Act, 2000 (MPRA) issued an order No 42/8/2000-R&R dated 12.04.2001 through which assets, transfer rights, liabilities, undertaking etc, of erstwhile Madhya Pradesh Electricity Board (MPEB) were passed on to the successor boards namely MPSEB and CSEB after bifurcation of state of Madhya Pradesh. Subsequently, the GOI, Ministry of Power through the Gazette of India Extraordinary-MoP, New Delhi notification dated 04.11.2004 had decided to divide the liability and assets of erstwhile MPEB into MPSEB & CSEB in the ratio of fixed assets of 90:10 respectively. Consequent upon this, CSEB has informed that though it has been clearing the dues of the Company based on the acquired liability of erstwhile MPEB at Rs.110.64 crore, it has requested the Company to align the dues in line with MoP order to Rs.105.23 crore. Nevertheless, the Company will receive the full amount of principal payment either from CSEB or MPSEB. Further, PFC has taken up the matter with MoP and has requested MoP to review and revise the order on a plea that PFC’s loans are project specific and the amount disbursed actually goes into the creation of the assets on such projects are not to be allocated in the manner as suggested by MoP in the new order. The decision of MoP is awaited.

4.

(i) A project under implementation having principal outstanding of Rs 325.00 crores (previous year Rs. 297.98 crore) has been considered as Standard Asset in terms of RBI Circular No. DBS.FID.No.C-11/01.02.00/ 2001-02 dated 1.02.2002 read with D.O. letter DBS.FID No.1285/ 01.02.00/2001-02 dated 14.05.2002 thereby treating the asset as standard till June, 2008, and RBI vide letter no. DBOD, BP.No.7675/ 21.04.048/ 2008-09 dated 11.11.2008 which advised that the date of commencement of commercial operation should be 31.03.2009 (instead of the deemed date of completion of the project i.e. June 2006 as fixed by an independent group setup by RBI), as decided at the time of actual financial closure of the project in September 2006. Based on above, read with RBI Master Circular DBOD No. BP. BC.3 / 21.04.141 / 2009-10 dated 01.07. 2009, the asset may be treated as standard asset not exceeding two years from the date of completion of the project (i.e. 2 years from 31.3.2009). However, the company recognizes the interest on this loan on receipt basis in terms of the Accounting Policy and as per prudential norms approved by Ministry of Power.

Further, the Company has approved and finalized the amendments to the Financial Realignment Plan (FRP), inter-alia,

determining the scheduled project Commercial Operation Date (COD) as 01.01.2011. Financial Realignment Plan (FRP) has been accepted by the Project Management and is under implementation. As per FRP, the Project Company will issue Zero Coupon Bonds (ZCB) (towards interest outstanding for the period from 01.10.2001 to 31.10.2005) valuing Rs. 103.87 crore (excluding waiver of interest, penal interest etc. amounting to Rs. 8.64 crore). During the year, the amount of Rs. 54.93 crores (including the dues of previous year of Rs. 8.72 crore and the guarantee fee for current year of Rs. 4.64 crores) became due on the loan as per FRP, out of which Rs 31.81 crores were received and accounted for as per accounting policy. The balance of Rs. 23.12 crores being interest and other charges due as on 31.03.2010 and Rs 103.87 crore against ZCB have not been recognized as per accounting policy .

(ii) One gas based power project, having Principal outstanding of Rs. 401.96 crore could not be commissioned on the scheduled commissioning date (September 2006 ) due to non availability of gas. Resultantly the company made an interim reschedulement of the loan account on 07.03.2007, followed by final reschedulement on 03.12.2007 in line with the reschedulement done by lead bank as per which repayment of the principal was to commence from 15.10.2009. As the bottleneck of the non availability of gas continued, the lead Bank again restructured /rescheduled the loan account (in line with the lenders meetings dated 12.02.2009) and classified it as standard asset under special regulatory treatment, in accordance with RBI circular DBOD No. BP.BC.84/21.04.048/2008-09 dated 14.11.2008. The company being one of the consortium member of the lenders also rescheduled the loan account on 11.05.2009 and accordingly classified as Standard Asset.

5. During the year, two borrowers had made premature repayment of their loan without prepayment premium including

service tax amounting to Rs.6.75 crores. As per the terms and condition of loan / policy, the demand for prepayment premium has been sent to the borrowers, which they have disputed and not paid so far and thus has not been accounted for. One borrower has made part premature repayment of Rs.131.21 crores (principal- Rs. 125 crores and pre payment premium / interest etc. Rs.6.21 crores). As per the terms of Loan Agreement, the pre-mature repayment can be made only on the interest payment due date. Since the payment is made before the interest payment date, the Company demanded interest upto interest due date. This is disputed by the borrower. Hence the same has not been accounted for.

6.

(i)Assets of Rs. 14.38 crore (Previous year Rs.15.43 crore) were classified as Non Performing Assets in terms of prudential norms of the Company. Accordingly, a provision of Rs. 8.14 crore is held in the accounts (previous year Rs.8.97 crore). (ii)Interest Subsidy under AG&SP (including interest upto 31st March, 2010) amounting to Rs. 24.67 crores (previous year Rs.98.90 crores), became recoverable in respect of one project (previous year two projects) and is yet to be recovered. It became recoverable, as the project was not completed till 31.03.2007 and the subsidy was withdrawn by Ministry of Power. The interest subsidy of Rs. 24.67 crore (previous year Rs. 95.71 crore) is payable to the Ministry of Power and will be paid on its receipt.

7.

The Company discontinued interest rate restructuring policy w.e.f. December 2005. However, the loans which were restructured with 3 year reset (after 3 years the loan shall carry original interest rate i.e. the rate before interest restructuring). The borrower was given option to seek further restructuring after 3 years on payment of 50% premium being NPV of difference between original interest rate and Current interest rate for the entire remaining period of Loan. Accordingly the Company has done interest restructuring amounting to Rs. Nil (previous year Rs.703.35 crore). An amount of Rs. Nil (previous year Rs. 8.95 crore) has been received and credited to Profit and Loss Account as Interest Restructuring Premium (Refer schedule 10).

8. The Company is not required to create Bond Redemption Reserve in respect of bonds by virtue of the Department of Company Affairs’ Circular of 18.04.2002 according to which the financial institutions within the meaning of Section 4A of the Companies Act, 1956 were not required to create Bond Redemption Reserve in case of privately placed debentures. The Company is not required to maintain Reserve Fund under Section 45-IC of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI vide its letter dated 24.01.2000.

9.

Foreign currency actual outgo and earnings: (Rs. in crore)

S.No. Description Year ended 31.03.10

Year ended 31.03.09

A. Expenditure in foreign currency

i) Interest on loans from foreign institutions 96.91 125.80

ii) Financial & Other charges 35.08 14.56 iii) Traveling Expenses 0.26 0.15 iv) Training Expenses 0.15 0.07 B. Earning in foreign currency Nil Nil

10.1

Related Party Disclosures: Key Managerial Personnel:

Name of the Key Managerial Personnel Shri Satnam Singh,CMD (w.e.f. 01.08.2008) Shri M K Goel, Director (w.e.f. 27.07.2007) Shri Rajeev Sharma,Director (w.e.f. 09.03.2009) Shri R. Nagarajan, Director (w.e.f. 31.07.2009)

Managerial Remuneration: (Rs. in crore)

Chairman & Managing Director

Other Directors

For the year ended 31.03.10

For the year ended 31.03.09

For the year ended 31.03.10

For the year ended 31.03.09

Salaries & Allowances 0.27 0.33 0.70 0.34 Contribution to Provident Fund and other Welfare Fund

0.02 0.01 0.04 0.02

Other Perquisites / Payments 0.18 0.12 0.38 0.13 Total 0.47 0.46 1.12 0.49

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs.780/- per month.

10.2

Investment in Equity Share Capital of Subsidiaries/Associates/Joint Venture Companies including companies promoted as SPVs for Ultra Mega Power Projects are given below:-

SL Name of the Companies Date of Investment

Number of shares subscribed

Percentage of ownership

Amount (Rs. in crore)

A Subsidiary Company 1. PFC Consulting Limited (*) 09.04.2008 50000 100% 0.05 Sub-Total (A) 50000 0.05 B Subsidiary Companies

promoted as SPVs for Ultra Mega Power Projects (**)

1. Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

31.03.2008 50000 100% 0.05

2. Bokaro-Kodarma Maithan Transmission Co. Ltd.

13.02.2007 50000 100% 0.05

3. Coastal Karnataka Power Limited

14.09.2006 50000 100% 0.05

4. Coastal Maharashtra Mega Power Limited

05.09.2006 50000 100% 0.05

5. Coastal Tamil Nadu Power Limited

31.01.2007 50000 100% 0.05

6. Orissa Integrated Power Limited 05.09.2006 50000 100% 0.05

7. Sakhigopal Integrated Power Limited

27.01.2010 50000 100% 0.05

8. Ghogarpalli Integrated Power Limited

27.01.2010 50000 100% 0.05

9. Tatiya Andhra Mega Power Limited

27.01.2010 50000 100% 0.05

Sub-Total (B) 450000 0.45

C Associate companies and Joint venture

1. Power Equity Capital Advisors (Pvt.) Limited (*)

15.04.2008 15000 30% 0.02

2. National Power Exchange Limited (*)

18.12.2008 833,000 16.66% 0.83

3. Energy Efficiency Services Ltd.(*)

21.01.2010 625,000 25% 0.63

Sub-Total (C ) 1473,000 1.48 TOTAL (A) + (B) +(C ) 1973,000 1.98

(*) The Financial Statements are consolidated as per Accounting Standard 21– ‘Consolidated Financial Statements’, Accounting Standard 27 – ‘Financial Reporting of Interests in Joint Ventures’ and Accounting Standard -23 "Accounting For Investment in Associates in Consolidated Financial Statements". The Financial Statements of PFC Consulting Limited are attached as required under Section 212 of the Companies Act, 1956. (**) The subsidiary companies were incorporated as Special Purpose Vehicle (SPVs) under the mandate from Government of India for development of Ultra Mega Power Projects (UMPPs) and Transmission Projects with the intention to hand over the same to successful bidder on completion of the bidding process. The Financial Statements of these subsidiaries (except Bokaro-Kodarma Maithan Transmission Co. Ltd. (BKMTCL)which is under de-registration process) are attached as required under Section 212 of the Companies Act, 1956 without consolidating in accordance with paragraph 11 of Accounting Standard-21. During the year two subsidiaries viz Jharkhand Integrated power limited and East North Inter Connection Company Limited have been transferred to successful bidders and three new subsidiaries viz Sakhigopal Integrated Power Limited, Ghogarpalli Integrated Power Limited, Tatiya Andhra Mega Power Limited have been acquired from PFCCL (wholly owned subsidiary) by subscribing hundred percent shares.

10.3

The details of amount recoverable (including interest thereon) from the respective subsidiaries are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2010

Amount as on 31.03.2009

Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

33.08 1.60

Bokaro Kodarma Maithon Tr. Co. Ltd.(**) 0.00 1.12

Coastal Karnataka Power Limited 1.83 1.46 Coastal Maharashtra Mega Power Limited 4.28 3.41

Coastal Tamil Nadu Power Ltd. 11.17 4.37 East-North Interconnection Co. Ltd. 0.00 2.14 Ghogarpali Integrated Power Limited 0.24 - Jharkhand Integrated Power Ltd 0.00 48.60 Orissa Integrated Power Limited 13.67 4.77 PFC Consulting Limited - 0.32 Sakhigopal Integrated Power Limited 0.24 -- Tatiya Andhra Mega Power Limited 0.88 -- Total 65.39 67.79

(**) In respect of Bokaro Kodarma Maithon Transmission Co. Ltd. (BKMTCL), MoP decided to entrust this project to Power Grid Corporation of India Ltd (PGCIL) instead of to PFC. Therefore, PFC requested MoP to advice PGCIL to reimburse PFC Rs.1.12 crore on account of expenses incurred so far by PFC, so as to close this project in PFC. In addition to this Rs.0.05 crore was also recoverable from BKMTCL. On advice of MoP, an amount of Rs.0.82 crore has been recovered fromPGCIL as full and final settlement. Rs. 0.05 crore has also been recovered from BKMTCL. The balance amount of Rs.0.25 crores had been written off. Further, pending de-registration of BKMTCL, a provision of Rs.0.05 crores has been made against the equity investment in BKMTCL.

10.4

The details of amounts payable to subsidiaries (including interest) in respect of amounts contributed by Power Procurers and other amounts payable are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2010

Amount as on 31.03.2009

Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

41.96 30.13

Coastal Maharashtra Mega Power Limited 42.96 41.40 Coastal Tamil Nadu Power Ltd. 46.88 41.02 Jharkhand Integrated Power Ltd. -- 48.97 Orissa Integrated Power Limited 48.05 45.99 Sakhigopal Integrated Power Limited 5.15 -- PFC Consulting Limited 1.86 -- Total 186.86 207.51

10.5 The Company has made investments in equity (unquoted) of - “National Power Exchange limited” and "Energy Efficiency Services Ltd". National Power Exchange Limited (NPEL) PFC, NTPC, NHPC and TCS have jointly promoted ‘National Power Exchange Limited’. The National Power Exchange Ltd (NPEL) will carry out the business of providing platform for trading of power through an organized exchange. The Company has since made the investment of Rs 0.83 crore upto 31st March 2010. NPEL has not commenced its operation. Energy Efficiency Services Limited (EESL) Energy Efficiency Services Limited has been jointly promoted by NTPC, PFC, PGCIL and REC with equal participation in equity capital for implementing Energy Efficiency Projects. At the time of incorporation, the authorized equity capital of EESL was Rs.10 crores and paid up equity capital was Rs.2.50 crores. The company’s share in paid up equity capital was Rs. 0.63 crore (25% of paid up capital) comprising of 625,000 equity shares of Rs. 10 each. The authorized share capital of EESL has been enhanced to Rs. 190 crore during the Financial Year ended 31-03-2010. EESL has commenced its operations.

10.6

(vi) Investment in “Small is Beautiful” Fund: - The Company had outstanding investment Rs. 12.08 crore (previous year Rs.14.47 crore) in units of “Small is Beautiful” Fund. Against this, a sum of Rs. 0.145 crore has been received as dividend during the year. The NAV of the Units of the Fund was Rs. 9.80 per unit of Rs 10 (face value) as on 31.03.2010. The diminution/ increase (-) in value of NAV amounting to Rs. -1.08 crore (Previous year Rs1.32 crore) has been accounted for during the year. (vii) Investment in equity (unquoted) in Power Exchange India Limited (PXI):- Power Exchange India Ltd. has been promoted by NSE and NCDEX. The authorized capital has been enhanced from Rs.25 crore to Rs.50 crore during the financial year ending 31.03.2010. The paid up capital of PXI was Rs 34.34 crores, as on 31.03.2010. The Company has subscribed Rs.1.75 crore of the paid up capital consisting of 17,50,000 equity shares of Rs.10 each in to the equity capital of PXI. PXI has commenced its operations.

11.

Interest Differential Fund (IDF) – KFW The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this Loan and any excess will be used in accordance with the agreement. The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund-KFW and shown as a liability. The total fund accumulated as on 31.03.2010 is Rs.47.60 crore (previous year Rs. 34.19 crore) after adjusting the translation loss of Rs. 13.73 crore (previous year Rs. 24.12 crore).

12.

During the current year, exchange gain (net) of Rs. 103.84 crore (previous year exchange loss of Rs 252.53 crore) on foreign currency assets and liabilities comprising of translation gain of Rs. 92.51 crore (previous year translation loss of Rs.235.66 crore) and actual gain of Rs. 11.33 crore (previous year actual loss of Rs. 16.87 crore) has been recognised in Profit & Loss account as per Accounting Standard 11.

13.

The company was having outstanding forward foreign exchange contracts and principal only swaps (POS) against the Foreign Currency Loan liabilities as per details given hereunder:-

i) Forward contracts to cover exchange rate risk in USD / INR leg : US$ 13.9795 million

ii) Forward contracts to cover exchange rate risk in USD / JPY leg : JPY 454 million

iii) Forward contracts to cover EURO /USD leg : Euro 0.9662 million

14.

(a) Asset under finance lease after 01.04.2001 (i) The Gross investment in the leased assets and the present value of the minimum value receivable at the balance sheet date has been given in the table below with the description as total of future minimum lease payments and present value of the lease payments amounting to Rs. 205.01 crore and Rs. 160.63 crore respectively. The reconciliation of these figures has also been indicated under the head “unearned finance charges” with an amount of Rs. 44.38 crore. The future lease rentals are given below:- (Rs. in crore) Particulars As on

31.03.10 As on 31.03.09

Total of future minimum lease payments (Gross Investments) 205.01 266.51 Present value of lease payments 160.63 189.08 Unearned finance income 44.38 77.43 Maturity profile of total of future minimum lease payments (Gross Investment)

Not later than one year 45.07 48.04 Later than one year and not later than 5 years 156.99 192.16 Later than five years 2.95 26.31 Total 205.01 266.51 Break up of Present Value of Lease Payments Not later than one year 29.26 25.41 Later than one year and not later than 5 years 128.49 139.53 Later than five years 2.88 24.14 Total 160.63 189.08 (ii) The Company had sanctioned an amount of Rs.88.90 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 19.07.2004) which was reduced to Rs.88.85 crore in December 2006. The Gross Investment stood at the level of Rs. 59.95 crore as on 31.3.2010. The lease rent is to be recovered within a period of 15 Years, which comprises of 10 years as a primary period and 5 years as a secondary period. (iii) The Company had sanctioned an amount of Rs.98.44 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 18.5.2004). The Gross Investment stood at Rs. 63.79 crore as on 31.3.2010. The lease rent is to be recovered within a period of 20 years, which comprises of 10 years as a primary period and maximum of another 10 years as a secondary period. (iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 09.06.2005). The Gross Investment stood at Rs. 81.27 crore as on 31.3.2010. The lease rent is to be recovered within a period of 19 years 11 months which comprises of 10 years as a primary period and maximum of 9 years and 11 months as a secondary period.

b) Operating Leases: The Company’s operating leases consists:- Premises for residential use of employees and offices which are leasing arrangements usually renewable on mutually agreed terms but are not non-cancellable. Rent for residential accommodation of employees include Rs. 4.06 crore (Previous year Rs. 1.83 crore) towards lease payments, net of recoveries in respect of premises for residential use of employees. Lease payments in respect of premises for employees are shown as Rent for Residential Accommodation of employees in Schedule 14- Personnel, Administration and Other Expenses. Lease payments in respect of premises for offices are shown as Office Rent in Schedule 14- Personnel, Administration and Other Expenses.

15 Subsidy under Accelerated Generation & Supply Programme (AG&SP): The Company is claiming subsidy from Govt. of India at Net Present Value calculated at indicative interest rates in accordance with GOI’s letter vide D.O.No.32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each

project (based upon the certain assumptions that these will remain same over the projected period of each loan / project), the Company estimated the net excess amount of Rs.166.25 crore and Rs.209.97 crore (excluding recoverable amount of Rs. 17.65 crore from Irrigation Department of Government of Maharashtra which is subject to decision of Ministry of Power) as at 31/03/2010 for IX & X plan respectively under AG&SP schemes. This net excess amount is worked out on overall basis and not on individual basis & may vary due to change in assumptions, if any during the projected period such as changes in moratorium period , repayment period , loan restructuring , pre payment , interest rate reset etc. However during the year, the Company has refunded an amount of Rs. 150 Crores as estimated net excess amount lying against IX plan on the directions of MoP and balance amount of excess, if any, will be refunded / adjusted as per further directions of MoP.

The amount of Rs 663.49 crore (previous year Rs. 908.94 . crore) under the head Interest Subsidy Fund represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of the following: - (Rs.in crore)

Particulars As on 31.03.10

As on 31.03.09

Opening balance of Interest Subsidy Fund 908.94 1066.75 Add : - Received during the period : - Interest credited during the period (Excluding of Rs 0.26 crores pertaining to previous years)

-- 80.44

-- 98.19

Less : Interest subsidy passed on to borrowers / Refunded to MoP:

(c) Estimated Net Excess against IX Plan (d) Due to non- commissioning of Project in time

169.36 150.00 6.53

231.17 0.00 24.83

Closing balance of Interest Subsidy Fund 663.49 908.94

16.

One borrower – Chattishgarh State Electricity Board (CSEB) has been un bundled into four power utilities on 1st January 2009. However, the Government of Chattishgarh is yet to issue the final notification / order for division of Assets and liabilities among all the successor power utilities from the date of unbundling of CSEB. Loan Transfer Agreement shall be executed after issue of the said final order by the Govt. of Chhattisgarh. Pending transfer of loans to respective successor power utilities, the loan liabilities are outstanding in the name of CSEB.

17. (i) The Company has been appointed as the ‘Nodal Agency’ for the operationalisation and implementation of Re-structured Accelerated Power Development and Reforms Programme (R-APDRP), under the overall guidance of the Ministry of Power (MoP), Government of India (GOI). Projects under the scheme are being taken up in Two Parts. Part-A includes the projects for establishment of baseline data and IT applications for energy accounting / auditing as well as IT based consumer service centers. Part-B includes regular distribution strengthening projects.GoI provide 100% loan for Part A and 25% (90% for special category States) loan for Part B. The Loans under R-APDRP are being routed through the Company for disbursement to the borrowers. The amount so disbursed along with accrued interest will be paid to Government of India ( GOI) on receipt from the borrowers. The details are furnished below : (Rs. in crore)

Particulars Amount Amount

(A) Amount Due to GOI under R-APDRP Funds Received from GOI:- Up to 31.03.2009 During the current financial year Add:- Interest accrued but not due on Loan disbursed

• Upto 31.03.2010 • Add:- Interest earned on fixed deposit

325.10 1320.99 1646.09 109.70 0.11

1755.90

(B) Amount recoverable from borrowers under R-APDRP Amount disbursed to borrowers: Up to 31.03.2009 During the current financial year Add:- Interest accrued but not due

• Upto 31.03.2010

325.10 1320.99 1646.09 109.70

1755.79

Net amount payable to GOI under R-APDRP (A-B) 0.11 (ii) During the previous year, the Company recognized nodal agency fee (NAF) of Rs. 17.33 crore (net of service tax), i.e. @ 1% of loan sanctioned under R-APDRP, as per minutes of meeting held by MoP in August 2008, out of the total adhoc advance of Rs. 25 crore received from MoP. MoP in the meeting held on 29.03.2010 had constituted the Committee to finalise the norms of payment of NAF and reimbursement of expenditure to nodal agency i.e the Company. As such, income of Rs. 43.74 crore accounted for (current year - Rs. 26.41 crore and previous year - Rs. 17.33 crore) has been reversed during the current financial year. The expenditure incurred by PFC will be dealt with as per the decision of Ministry of Power (MoP). Further, pending finalization of norms for payment of NAF etc., the accounting policy on NAF has been held in abeyance.

18.

The net deferred tax liabilities of Rs. 46.95 crores (previous year Rs. 55.48 crore) have been computed as per Accounting Standard 22 on “Accounting for Taxes on Income”. The breakup of deferred tax liabilities is given below: - (Rs. in crore)

Description As on 31.03.2010

As on 31.03.2009

(a) Deferred Tax Asset (+) (i) Provision for expenses not deductible under Income Tax Act

7.06 9.30

(b) Deferred Tax Liabilities (-) (ii) Depreciation -0.12 -0.26 (iii) Lease income on new leases -53.36 -65.07 (iv) Amortization -0.53 0.55 Net Deferred Tax liabilities (-)/Assets (+) -46.95 -55.48

19.

The Company had started creating deferred tax liability on special reserve created and maintained under Section 36(1) (viii) of Income Act, 1961, as per the opinion of Expert Advisory Committee of ICAI in Financial Year 2004-05. Based upon the clarification received from the Accounting Standard Board of Institute of Chartered Accountants of India (ICAI) vide letter dated 02.06.2009 and as explained in Policy No.13.2, the Company had stopped creating DTL on special reserve created and maintained from Financial Year 2008-09. Further, during the financial year 2008-09, the Company reversed the Deferred Tax Liability (DTL) created in earlier years on special reserve created and maintained under Income Tax Act. The reversal of DTL was done by crediting revenue reserve by Rs.745.14 crore for Financial Year 1997-98 to Financial Year 2003-04 (as DTL was created by debiting revenue reserve), crediting Profit and Loss Account by Rs.483.24 crores for Financial Year 2004-05 to Financial Year 2007-08 (as DTL was created by debiting Profit and Loss Account for these years) and by debiting DTL by Rs.1228.38 crores. Further, DTL on the Special Reserve created and maintained under Section 36(1) (viii) of Income Tax Act, 1961 for the current year amounting to Rs. 157.93 crore ( Previous year Rs. 133.28 crore) has not been created as per paragraph 13.2 of Accounting Policy.

20.

In compliance with Accounting Standard – 20 on “Earning Per Share” issued by the Institute of Chartered Accountants of India, the calculation of Earning Per Share (Basic and Diluted) is as under:-

Particulars Current year 31.03.2010

Previous year 31.03.2009

Net Profit after Tax used as numerator (Rs. in crore) 2357.25 1969.96

Weighted average number of equity shares used as denominator (Basic & diluted)

114,77,66,700

114,77,66,700

Earning per share (Basic & diluted) (Rupees) 20.54 17.16

Face value per share (Rupees) 10 10

21. The Company has no outstanding liability towards Micro, Small and Medium enterprises. 22.

The value of lease hold land aggregating to Rs.38.33 crore(previous year Rs.38.33 crore) comprises of amount of Rs.31.83 crore (previous year Rs.31.83 crore) paid towards cost of land to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty liability of Rs.2.47 crore(previous year Rs.2.47 crore) and capitalization of ground rent up to the date of completion of building of Rs.4.03 crore ( previous year Rs. 4.03 crore). In accordance with Memorandum of Agreement (MOA) executed with L&DO, the lease deed is yet to be signed. Pending execution of perpetual lease deed, (which does not have limited useful life) the value of leasehold land is not amortized and / or no provision for depreciation has been made on the said leasehold land.

23 Liabilities and Assets denominated in foreign currency have been translated at TT selling rate of SBI at year end as given below: -

S. No. Exchange Rates 31.03.2010 31.03.2009 1 INR / US$ 45.5800 51.4500 2 INR / JPY 0.4900 0.5265 3 INR / EURO 61.3100 68.4300

24. Disclosures as per Accounting Standard-15:- A. Provident Fund The Company pays fixed contribution to Provident Fund at prescribed rates to a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to the profit and loss account. The obligation of the Company is to make such fixed contribution and to ensure a minimum rate of return to the members as specified by GOI. Any short fall for payment of interest to members as per specified rate of return has to be compensated by the Company. The Company estimates that no liability will take place in this regard in the near future and hence no further provision is considered necessary. B. Gratuity The company has a defined gratuity scheme and is managed by a separate trust. The provision for the same has been made on actuarial valuation based upon total number of years of service rendered by the employee subject to a maximum amount of Rs.10 lakh. C. Post Retirement Medical Scheme (PRMS) The Company has Post-Retirement Medical Scheme (PRMS), under which retired employee and the dependent family members are provided medical facilities in empanelled hospitals. They can also avail reimbursement of Out-Patient treatment subject to a ceiling fixed by the Company. D. Terminal Benefits Terminal benefits include settlement in home town for employees & dependents. E. Leave The Company provides for earned leave benefit and half-pay leave to the credit of the employees which accrue on half yearly basis @ 15 days and 10 days respectively. 75% of the earned leave is encashable while in service and maximum of 300 days earned leave can be accumulated which is encashable on superannuation/ separation. Half pay leave is encashable on separation after 10 years of service or at the time of superannuation subject to a maximum of 300 days. The liability for the same is recognized based on actuarial valuation.

The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of actuarial valuation. The summarised position of various defined benefits recognized in the profit and loss account, balance sheet are as under {Figures in brackets ( ) represents to previous year} i)Expenses recognised in Profit and Loss Account (Rs.in crore)

Gratuity PRMS Leave

Current Service Cost 0.80 (0.57)

0.24 (0.19)

1.29 (0.68)

Interest cost on benefit obligation 0.59 (0.33)

0.27 (0.22)

0.54 (0.46)

Expected return on plan assets -0.53 (-0.38)

0.00 (0.00)

0.00 (0.00)

Net actuarial (gain)/Loss recognised in the year 1.90 (2.50)

2.58 (0.27)

5.53 (0.18)

Expenses recognised in Profit & Loss Account 2.76(*) (3.02)

3.09 (0.68)

7.36(*) (1.32)

(*) Includes Rs.0.08 crore (Previous year Rs.0.07 crore) and Rs.0.11 crore (Previous year Rs.0.11 crore) for gratuity and leave respectively allocated to subsidiary companies. ii) The amount recognized in the Balance Sheet (Rs. in crore)

Gratuity PRMS Leave

Present value of obligation as at 31.03.2010 (i) 11.18 (7.96)

6.44 (3.66)

12.84 (7.15)

Fair value of plan assets at at 31.3.2010 (ii) 8.42 (4.94)

0.00 (0.00)

0.00 (0.00)

Difference (ii) – (i) -2.76 (-3.02)

-6.44 (-3.66)

-12.84 (-7.15)

Net Asset/(Liability) recognized in the Balance Sheet -2.76 (-3.02)

-6.44 (-3.66)

-12.84 (-7.15)

iii) Changes in the Present Value of the defined benefit obligations (Rs. in crore)

Gratuity PRMS Leave

Present value of obligation as at 01.04.2009 7.96 (4.67)

3.66 (3.17)

7.15 (6.47)

Interest Cost 0.59 (0.33)

0.27 (0.22)

0.54 (0.46)

Current Service Cost 0.80 (0.57)

0.24 (0.19)

1.29 (0.68)

Benefits paid -0.07 (-0.11)

-0.31 (-0.19)

-1.67 (-0.64)

Net actuarial (gain)/loss on obligation 1.90 (2.50)

2.58 (0.27)

5.53 (0.18)

Present value of the defined benefit obligation as at 31.03.2010

11.18 (7.96)

6.44 (3.66)

12.84 (7.15)

iv) Changes in the fair value of plan assets (Rs. in crore)

Gratuity PRMS Leave

Fair value of plan assets as at 01.04.2009 7.96 (4.67)

0.00 (0.00)

0.00 (0.00)

Expected return on plan assets 0.53 (0.38)

0.00 (0.00)

0.00 (0.00)

Contributions by employer 0.00 (0.00)

0.00 (0.00)

0.00 (0.00)

Benefit paid -0.07 (-0.11)

0.00 (0.00)

0.00 (0.00)

Acturial gain/(loss) 0.00 (0.00)

0.00 (0.00)

0.00 (0.00)

Fair value of plan assets as at 31.03.2010 8.42 (4.94)

0.00 (0.00)

0.00 (0.00)

v) The effect of one percent increase / decrease in the medical cost of PRMS will impact the liability as under:- Cost increase by 1% Rs. 0.09 crore Cost decrease by 1% Rs. 0.07 crore vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of Rs.2.76 crores, to PRMS of Rs.3.09 crore, to leave Rs.7.36 crore and to pension Rs.1.78 crores. (Previous year towards contribution to the Gratuity Trust of Rs. 3.02 crore, to PRMS of Rs 0.68 crore, to leave Rs. 1.32 crore and to pension scheme Rs.NIL). F. Other Employee Benefits:- During the year, provision of Rs.0.04 crore (previous Year Rs. 1.88 crore) has been made for Economic Rehabilitation Scheme for Employees and provision of Rs. 0.01 crore has been reversed for Long Service Award for Employees (Previous year Rs. 0.27 crore made) on the basis of actuarial valuation made at the year end by charging/crediting the profit and loss account. G. Details of the Plan Asset:- The details of the plan assets at cost as on 31st March are as follows:- (Rs. in crore)

2010 2009 i) State Government Securities 1.37 0.88 ii) Central Government Securities 2.18 1.37 iii) Corporate Bonds/debentures 4.87 2.69 Total 8.42 4.94

H. Actuarial assumptions Principal assumptions used for actuarial valuation are:- Method Used Projected Unit Credit Method Discount Rate 7.50 % Expected rate of return on assets- Gratuity 6.68 % Future salary increase 5.00 % The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

25. Details of provision as required in AS-29. (Rs.in crore)

Particulars Financial year 2009-10

Financial Year 2008-09

Post Retirement Medical Scheme Opening Balance 3.66 3.17 Addition during the year 3.09 0.68 Amount paid/utilized during the year 0.31 0.19 Closing Balance 6.44 3.66 Gratuity

Opening Balance 3.02 0.08 Addition during the year 2.76 3.02 Amount paid/utilized during the year 3.02 0.08 Closing Balance 2.76 3.02 Pension* Opening Balance 0.00 0.00 Addition during the year 1.78 0.00 Amount paid/utilized during the year 0.00 0.00 Closing Balance 1.78 0.00

Leave Encashment

Opening Balance 7.15 6.47 Addition during the year 7.36 1.32 Amount paid/utilized during the year 1.67 0.64 Closing Balance 12.84 7.15 Wage Revision Opening Balance 21.89 17.12 Addition during the year 1.57 4.77 Amount paid/utilized during the year 17.26 0.00 Closing Balance 6.20 21.89 Economic Rehabilitation Scheme for Employee Opening Balance 1.29 3.17 Addition during the year 0.04 -1.86 Amount paid/utilized during the year 0.02 0.02 Closing Balance 1.31 1.29 Bonus/Incentive Opening Balance 9.76 6.59 Addition during the year 14.32 9.77 Amount paid/utilized during the year 7.75 6.60 Closing Balance 16.33 9.76 Leave Travel Concession Opening Balance 2.34 1.91 Addition during the year 0.15 2.20 Amount paid/utilized during the year 2.49 1.77 Closing Balance 0.00 2.34 Baggage Allowances Opening Balance 0.05 0.05 Addition during the year 0.00 0.00 Amount paid/utilized during the year 0.00 0.00 Closing Balance 0.05 0.05 Service Award Opening Balance 2.11 1.84 Addition during the year -0.01 0.27 Amount paid/utilized during the year 0.00 0.00 Closing Balance 2.10 2.11 Income Tax

Opening Balance 1489.88 1049.40 Addition during the year 800.55 492.02 Amount refunded/adjusted 953.14 (51.54) Closing Balance 1337.29 1489.88 Fringe Benefit Tax Opening Balance 2.90 2.91 Addition during the year 0.00 0.73 Amount adjusted during the year 2.10 (0.74) Closing Balance 0.80 2.90 Proposed Final Dividend Opening Balance 154.95 114.78 Addition during the year 172.17 154.95 Amount paid/utilized during the year 154.95 114.78 Closing Balance 172.17 154.95 Proposed Corporate Dividend Tax Opening Balance 26.33 19.51 Addition during the year 29.26 26.33 Amount paid/utilized during the year 26.33 19.51 Closing Balance 29.26 26.33

* Pension: In view of the issuance of DPE (Department of Public Enterprise) guidelines for providing superannuation benefits w.e.f. 01.01.07, the Company is in the process of finalizing Pension Scheme for its employees. Pending framing of the scheme, the company has made a provision of Rs. 1.78 crores for the period from 01.01.2007 to 31.03.2010.

26.

(i) During the year, the Company has sent letters seeking confirmation of balances as on 31-12-2009 to borrowers. The balance confirmation is received from all the borrowers confirming 99.99% of the total outstanding balance amount sought for confirmation. Some of the balances of debtors, creditors and loan and advances are subject to confirmation / reconciliation / adjustments, if any.

(ii) Some of the designated bank accounts opened for making interest payment to bondholders/ debenture holders have

outstanding balance of Rs. 0.61 crore (remaining unpaid for more than 9 months) are subject to reconciliation/ confirmation.

27. The Capital Funds, Risk weighted Assets and CRAR of the company is given hereunder:-

Items Current year (*) Previous year

i) Capital Fund - a. Tier I (Rs. in crore) - b. Tier II (Rs. in crore)

12,418.72 10,789.67 842.07 718.15

ii) Risk weighted Assets (Rs. in crore) 72,880.84 67,105.89 iii) CRAR 18.20% 17.15% iv) CRAR – Tier I Capital 17.04% 16.08% v) CRAR – Tier II Capital (**) 1.16% 1.07%

(*) During the year, RBI vide letter No. DNBS.CO. ZMD-N/4984/14.16.009/2009-10 dated 18.03.2010 has advised the company to assign a risk weight of 20% to State Government guaranteed loans which have not remained in default for a period of more than 90 days. (**) Reserve for bad and doubtful debts u/s 36(i)(viia)(c) of Income Tax Act, 1961 is considered as part of tier II capital as advised by RBI vide letter No. DNBS.CO.PD.No. 6774/03-10-01/2009-10 dated 17.06.2010. The Company has no exposure to real estate sector as on 31.03.2010.

28. The pay revision of non executives (including non-unionized supervisors) of the company is due w.e.f. 01.01.2007. Pending implementation of pay revision, a provision of Rs. 1.57 crore (previous year Rs. 4.77 crore both for executives and non- executives) for the year has been made towards wage revision on an estimated basis in line with office memorandum issued by DPE.

29. The Company does not have more than one reportable segment in terms of Accounting Standard No. 17 on Segment Reporting.

30. 31.

Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable with the current year. Figures have been rounded off to crore of rupees with two decimals.

Financial Year 2008-09

NOTES ON ACCOUNTS

1.

Contingent liabilities: (i) Default Guarantees issued by the Company in foreign currency :

(a) EURO 1.066 million equivalents to Rs.7.29 crore (previous year EURO 1.421 million equivalent to Rs.9.02crore).

(b) US$ 21.145 million equivalent to Rs.108.79 crore (previous year US$ 24.545 million equivalent

to Rs.98.45 crore).

(ii) Default Guarantee issued by the Company in Indian Rupee: Rs.400.00 crore, (previous year Rs 400.00 crore). (iii) Bank Guarantee issued by the Company in Indian Rupee: Rs.0.04 crore, (previous year Rs 0.04 crore).

(iv) Outstanding disbursement commitments to the borrowers for Letter of Comforts issued against the loans sanctioned - Rs.394.88 crore (Previous year Rs. 795.21 crore).

v(a) The additional demand raised by Income Tax Department of Rs 0.73 crore for Assessment Year 2001-02 & Rs.44.23 crore for Assessment Year 2006-07 were paid and are being contested. Further, the demand of Rs.17.91 crore for Assessment Year 2007-08 has been raised and is also being contested. The management does not consider it necessary to make any provision as the probability of outflow of resources is negligible. (b) For Assessment Year 1997-98 to 1999-2000 ITAT has granted refund of Rs.42.12 crore against which the revenue department has filed an appeal before Delhi High Court which is pending.

(vi) Claim not acknowledged as debts are Rs.7.80 crore (previous year Rs.7.80 crore).

(vii) Contracts of capital nature remaining to be executed and not provided for Rs. Nil (Previous year Rs.0.17 crore)

2. (i) The additional demands raised by Income Tax Department (net of relief granted by Appellate Authorities) of Rs.0.26 crore for Assessment Year 1996-97, Rs.18.77 crore for Assessment Year 2000-01, Rs.23.36 crore for Assessment Year 2001-02, Rs.24.71 crore for Assessment Year 2002-03, Rs.23.07 crore for Assessment Year 2003-04, Rs.63.88 crore for Assessment Year 2004-05 and Rs.23.64 crore for Assessment Year 2005-06 were paid, provided for and are being contested. (ii) During the year, the Company has created additional special reserve u/s 36(1)(viii) for Assessment Year 2006-07 to Assessment Year 2008-09 out of the profit of the respective year(s), to match the deduction allowable as per order of Assessing Officer for Assessment Year 2006-07 who held that the deduction of special reserve created & maintained u/s 36(1)(viii) should be allowed before deduction of Reserve created for bad & doubtful debts u/s 36(1)(viia)(c). However, the Company has not reduced the Reserve for bad & doubtful debts for these years amounting to Rs.61.42 crore pending decision of Appellate Authority.

3. The Company has been deploying surplus funds in fixed deposits. In one of such investment, the banker has not paid the interest amount of Rs.0.44 crore intimating the inadvertent mistake in mentioning the interest rate at the time of investment. The Company has not recognised the disputed amount as income pending settlement of the dispute.

4.

The Govt.of India, Ministry of Power, under section 58(4) of the Madhya Pradesh Reorganization Act, 2000 (MPRA) issued an order No 42/8/2000-R&R dated 12.04.2001 through which assets, transfer rights, liabilities, undertaking etc, of erstwhile Madhya Pradesh Electricity Board(MPEB) were passed on to the successor boards namely MPSEB & CSEB after bifurcation of state of Madhya Pradesh. Subsequently, the GOI, Ministry of Power through the Gazette of India Extraordinary-MoP, New Delhi notification dtd.4.11.2004 had decided to divide the liability and assets of erstwhile MPEB into MPSEB & CSEB in the ratio of fixed assets of 90:10 respectively. Consequent upon this, CSEB has informed that though it has been clearing the dues of the Company based on the acquired liability of erstwhile MPEB at Rs.110.64 crore, it has requested the Company to align the dues in line with MoP order to Rs.105.23 crore. Nevertheless, the Company will receive the full amount of principal payment either from CSEB or MPSEB. Further, PFC has taken up the matter with MoP and has requested MoP to review and revise the order on a plea that PFC’s loans are project specific and the amount disbursed actually goes into the creation of the assets on such projects are not to be allocated in the manner as suggested by MoP in the new order. The decision of MoP is awaited.

5.

A project under the implementation having total outstanding of Rs.105.83 crore excluding additional disbursement of Rs.192.15 crore under the loan (previous year as on 31.03.2008 Rs.94.54 crore excluding additional disbursement of Rs. 91 crore) has been considered as Standard Asset in terms of RBI Circular

No. DBS.FID.No.C-11/01.02.00/ 2001-02 dated 1.02.2002 read with D.O. letter DBS.FID No.1285/ 01.02.00/2001-02 dated 14.05.2002 and RBI letter No.DBOD, BP.No.7675/ 21.04.048/ 2008-09 dated 11.11.2008 which clarifies that the date of commencement of commercial operation should be 31.03.2009, as decided at the time of actual financial closure of the project in September 2006. Based upon above clarification read with above referred circulars, the asset is to be treated as standard asset not exceeding 2 years from the date of completion of the project (i.e. 2 years from 31.3.2009). Further, pending clarifications on implementation of the financial restructuring package (FRP) by the lenders, the income is not ascertainable as at 31.3.2009 on the outstanding advance of Rs.105.83 crore given prior to 01.11.2005. The interest on this loan is recognized on receipt basis. A remittance of Rs.11.40 crore made during the year relating to past dues have been accounted for in the books as income on receipt basis. Further, the interest of Rs.19.16 crore (including adjustment of Rs.6.74 crore as IDC against disbursement) earned on additional disbursed loan amount of Rs.192.15 crore has also been recognized as income on receipt basis.

6.

(i)Assets of Rs.15.43 crore (Previous year Rs.13.96 crore) were classified as Non Performing Assets in terms of prudential norms of the Company. Accordingly, a provision of Rs.8.97 crore is held in the accounts (previous year Rs.6.80 crore). (ii)Interest Subsidy under AG&SP (including interest upto 31st March, 2009) amounting to Rs.98.90 crore (previous year Rs.93.73 crore) which became recoverable in respect of two projects which were not completed till 31.03.2007 as the subsidy was withdrawn by Ministry of Power are yet to be recovered. Out of the interest subsidy of Rs.98.90 crore, Rs.95.71 crore (previous year Rs. 90.78 crore) is payable to the Ministry of Power and will be paid after its receipt.

7.

The Company discontinued interest rate restructuring policy w.e.f. December 2005. However, the loans which were restructured with 3 year reset (after 3 years the loan shall carry original interest rate i.e. the rate before interest restructuring). The borrower was given option to seek further restructuring after 3 years on payment of 50% premium being NPV of difference between Original interest rate and Current interest rate for the entire remaining period of Loan. Accordingly the Company has done interest restructuring amounting to Rs.703.35 crore (previous year Rs.85.22 crore). An amount of Rs.8.95 crore (previous year Rs.0.07 crore) has been received and credited to Profit and Loss Account as Interest Restructuring Premium (Refer schedule 10).

8. The Company is not required to create Bond Redemption Reserve in respect of bonds by virtue of the Department of Company Affairs’ Circular of 18.04.2002 according to which the financial institutions within the meaning of section 4A of the Companies Act 1956 were not required to create Bond Redemption Reserve in case of privately placed debentures. The Company is not required to maintain Reserve Fund under Section 45-IC of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI vide its letter dated 24.01.2000.

9.

(a) Expenditure in foreign currency (Actual outgo): (Rs. in crore)

S.No. Description Year ended 31.03.2009

Year ended 31.03.2008

i) a) Interest on loans to foreign institutions b) Interest on FCNR-B loans to Banks

125.80 10.63

99.31 6.64

ii) Financial & Other charges 14.56 21.07 iii) Traveling Expenses 0.15 0.34 iv) Training Expenses 0.07 0.01

(b) Earning in foreign currency (Actual Receipt) ( Rs. in crore) S. No. Description Year ended

31.03.2009 Year ended 31.03.2008

i) Interest Received on funds Parked abroad Nil 1.08

10.1

Related Party Disclosures: Key Managerial Personnel:

Name of the Key Managerial Personnel Dr.V K Garg, CMD (Ceased to be CMD on 31.07.2008 .) Shri Satnam Singh,CMD (w.e.f. 01.08.2008 and Director upto 31.07.2008) Shri Shyam Wadhera, Director (Ceased to be Director on 31.07.2008 ) Shri M K Goel, Director (w.e.f. 27.07.2007) Shri Rajeev Sharma,Director (w.e.f. 10.03.2009)

Managerial Remuneration: (Rs. in crore)

Chairman & Managing Director

Other Directors

For the year ended 31.03.2009

For the year ended 31.03.2008

For the year ended 31.03.2009

For the year ended 31.03.2008

Salaries & Allowances 0.33 0.16 0.34 0.47 Contribution to Provident Fund and other Welfare Fund

0.01 0.01 0.02 0.02

Other Perquisites / Payments 0.12 0.06 0.13 0.22 Total 0.46 0.23 0.49 0.71

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs.780/- per month.

10.2

Investment in Equity Share Capital of Subsidiaries/Associates/Joint Venture Companies including companies promoted as SPVs for Ultra Mega Power Projects are given below:-

Name of the Companies Date of Investment

Number of shares subscribed

Percentage of ownership

Amount (Rs. in crore)

Subsidiary Company 1. PFC Consulting Limited (*) 09.04.2008 50000 100% 0.05 Sub-Total (A) 50000 0.05 Subsidiary Companies

promoted as SPVs for Ultra Mega Power Projects (**)

1. Akaltara Power Ltd 31.03.2008 50000 100% 0.05 2. Bokaro-kodarma Maithon

Transmission Co. Limited 13.02.2007 50000 100% 0.05

3. Coastal Karnataka Power Limited

14.09.2006 50000 100% 0.05

4. Coastal Maharashtra Mega Power Limited

05.09.2006 50000 100% 0.05

5. Coastal Tamil Nadu Power Limited

31.01.2007 50000 100% 0.05

6. East-North Interconnection Co. Limited

13.02.2007 50000 100% 0.05

7. Jharkhand Integrated Power Limited.

25.01.2007 50000 100% 0.05

8. Orissa Integrated Power Limited

05.09.2006 50000 100% 0.05

Sub-Total (B) 400000 0.40 Associate companies and

Joint venture

1. Power Equity Capital Advisors (Pvt.) Limited (***)

15.04.2008 15000 30% 0.02

2. National Power Exchange Limited (*)

18.12.2008 833000 16.66% 0.83

Sub_Total (C ) 848000 0.85 TOTAL (A) + (B) +(C ) 1298000 1.30

(*) The Financial Statements are consolidated as per Accounting Standard 21 – ‘Consolidated Financial Statements’ and Accounting Standard 27 – ‘Financial Reporting of Interests in Joint Ventures’. The Financial Statements of PFC Consulting Limited are attached as required under Section 212 of the Companies Act, 1956. (**) The subsidiary companies were incorporated as Special Purpose Vehicle (SPVs) under the mandate from Government of India for development of Ultra Mega Power Projects (UMPPs) and Transmission Projects with the intention to hand over the same to successful bidder on completion of the bidding process. The Financial Statements of these subsidiaries (except Bokaro-kodarma Maithon Transmission Co. Limited) are attached as required under Section 212 of the Companies Act, 1956 without consolidating in accordance with paragraph 11 of Accounting Standard-21. In respect of Bokaro-kodarma Maithon Transmission Co. Limited, the Financial Statement is not attached as the Company has decided to close its Financial Year on 30-06-2009.

(***)The Financial Statement of the Associate Company “Power Equity Capital Advisors(Pvt.) Limited” (PECAP) is not considered for consolidation as the Company was incorporated on 25.03.2008 and decided to close its first Financial Year on 30-05-09. Accordingly, the investment in PECAP is recognized at cost and shown under “Investment” in Schedule -6.

10.3

The details of amount recoverable (including interest thereon) from the respective SPVs are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2009

Amount as on 31.03.2008

Akaltara Power Limited 1.60 0.29 Bokaro Kodarma Maithon Tr. Co. Ltd.(**) 1.12 0.78 Coastal Karnataka Power Limited 1.46 0.73 Coastal Maharashtra Mega Power Limited 3.41 2.33 Coastal Tamil Nadu Power Ltd. 4.37 0.75 East-North Interconnection Co. Ltd. 2.14 0.96 Jharkhand Integrated Power Ltd 48.60 37.30 Orissa Integrated Power Limited 4.77 2.04 PFC Consulting Limited 0.32 -- Total 67.79 45.18

(**) In respect of Bokaro Kodarma Maithon Tr. Co. Ltd., MoP decided to entrust this project to Power Grid Corporation of India Ltd (PGCIL) instead of PFC and therefore PFC requested MoP to advice PGCIL to reimburse Rs.1.12 crore expenses incurred so far to PFC so as to close this project in PFC. The MoP is examining the issue. Since, this has not been settled and more than one year has passed and the subsidiary company is in the process of winding up, the Company has provided for the entire recoverable amount in its books treating the same as “doubtful asset”.

10.4

The details of amount payable to SPVs (including interest) in respect of amount contributed by Power Procurers are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2009

Amount as on 31.03.2008

Akaltara Power Limited 30.13 -- Coastal Maharashtra Mega Power Limited 41.40 -- Coastal Tamil Nadu Power Ltd. 41.02 38.14 Jharkhand Integrated Power Ltd. 48.97 44.07 Orissa Integrated Power Limited 45.99 42.72 Total 207.51 124.93

10.5 The Company has also made investments in equity (unquoted) of two power exchanges namely “National Power Exchange limited” and “Power Exchange India Limited”: National Power Exchange Limited (NPEL) PFC, NTPC, NHPC and TCS have promoted jointly ‘National Power Exchange Limited’. The National Power Exchange Ltd will carry out the business of providing platform for trading of power through an organized exchange. The Company has since made the investment of Rs.0.83 crore upto 31st March 2009. NPEL has not commenced its operation. Power Exchange India Limited (PXI) The PXI has been promoted by NSE and NCDEX with an authorized capital of Rs 25 crore as a nation-wide exchange for trading of electricity.The Company has invested in Power Exchange India Ltd, by subscribing with 7% equity contribution amounting to Rs.1.75 crore consists of 17,50,000 equity shares of Rs.10 each. The equity shares have been allotted on 08.05.2009 in favour of the Company. The Company is also a Professional Clearing Member (PCM) of Power Exchange to support the activities of Trading Members. PXI has commenced its operations.

10.6

Investment in “Small is Beautiful” Fund: - The Company had outstanding investment Rs 14.47 crore in units of “Small is Beautiful” Fund. Against this, a sum of Rs.0.05 crore has been received as dividend during the year. The NAV of the Units of the Fund was Rs.9.09 per unit of Rs 10 (face value). The diminution in value of NAV amounting to Rs.1.32 crore (Previous year Rs.0.26 crore) has been provided for during the year.

10.7 During the year fourteen number of ongoing consultancy assignments as on 25.04.2008 had been transferred to PFC Consulting Limited, a wholly owned subsidiary of PFC. The value of uncompleted work against such assignments is estimated to Rs.13.08 crore and adjusted by debiting expenses and/or advance,

as the case may be.

11.

Interest Differential Fund (IDF) – KFW The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this Loan and any excess will be used in accordance with the agreement. The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund-KFW and shown as a liability. The total fund accumulated as on 31.03.2009 is Rs.34.19 crore (previous year Rs. 36.85 crore) after adjusting the translation loss of Rs. 24.12 crore (previous year Rs. 18.24 crore).

12.

During the current year, exchange loss (net) of Rs. 252.53 crore (previous year Rs.20.14 crore) on foreign currency assets and liabilities comprising of translation loss of Rs.235.66 crore and actual loss of Rs.16.87 crore has been charged to P&L account as per Accounting Standard 11. However, cumulative exchange loss (net) on account of translation of foreign currency assets & liabilities as at 31.03.2009 is Rs.379.64 crore (previous year Rs.143.98 crore).

13.

The company was having outstanding forward foreign exchange contracts and principal only swaps (POS) against the Foreign Currency Loan liabilities as per details given hereunder:- i) Forward contracts to cover exchange rate risk in USD/INR leg. US$ 20 million ii) Forward contracts to cover exchange rate risk in EURO/USD leg. EURO 0.969 million iii) Principal only Swap to cover exchange rate risk in USD/INR leg. US$ 110 million

14.

(a) Assets under finance lease prior to 01.04.2001 The Company has purchased an asset for Rs.5.47 crore and leased to MSEB. Out of the above, the payment of Rs.0.45 crore (previous year Rs.0.45 crore) is still outstanding. The secondary period of lease expired on 31.03.2009. The borrower requested to sell this asset at a nominal value. Pending sale or transfer of asset or extension of lease period, the same has been continued to be shown under leased assets. (b) Asset under finance lease after 01.04.2001 (i) The Gross investment in the leased assets and the present value of the minimum value receivable at the balance sheet date has been given in the table below with the description as total of future minimum lease payments and present value of the lease payments amounting to Rs.266.51 crore and Rs.189.08 crore respectively. The reconciliation of these figures has also been indicated under the head “unearned finance charges” with an amount of Rs. 77.43 crore. The future lease rentals are given below:- (Rs. in crore) Particulars As on

31.03.2009 As on 31.03.2008

Total of future minimum lease payments (Gross Investments) 266.51 302.12 Present value of lease payments (*) 189.08 211.67 Unearned finance income 77.43 90.45 Maturity profile of total of future minimum lease payments (Gross Investment)

Not later than one year 48.04 45.65 Later than one year and not later than 5 years 192.16 182.58 Later than five years 26.31 73.89 Total 266.51 302.12 Break up of Present Value of Lease Payments Not later than one year 25.41 23.61 Later than one year and not later than 5 years 139.53 125.46 Later than five years 24.14 62.60 Total 189.08 211.67 (*) excluding outstanding dues of Rs.2.52 crore which is under reconciliation in respect ofone finance lease. (ii) The Company had sanctioned an amount of Rs.88.90 crore in the year 2004 as finance lease for

financing Wind Turbine Generator (commissioned on 19.07.2004). which was reduced to Rs.88.85 crore in December 2006. The Gross Investment stood at the level of Rs.76.75 crore as on 31.3.2009. The lease rent is to be recovered within a period of 15 Years, which comprises of 10 years as a primary period and 5 years as a secondary period. (iii) The Company had sanctioned an amount of Rs.98.44 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 18.5.2004). The Gross Investment stood at Rs.86.57 crore as on 31.3.2009. The lease rent is to be recovered within a period of 20 years, which comprises of 10 years as a primary period and maximum of another 10 years as a secondary period. (iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 09.06.2005). The Gross Investment stood at Rs.103.19 crore as on 31.3.2009. The lease rent is to be recovered within a period of 20 years which comprises of 10 years as a primary period and maximum of 9 years and 11 months as a secondary period. (v) In two lease financing cases, the borrowers have not accepted interest rate on reset and the matter is lying with Borrowers Grievance Redressal Committee of the Company for decision. The disputed income of Rs.2.39 crore has not been recognized in Profit & Loss Account.

c) Operating Leases: The Company’s operating leases consists:- Premises for residential use of employees and offices which are leasing arrangements usually renewable on mutually agreed terms but are not non-cancellable. Employees’ remuneration and benefits include Rs.1.83 crore (Previous year Rs. 1.80 crore) towards lease payments, net of recoveries, in respect of premises for residential use of employees. Lease payments in respect of premises for employees are shown as Rent for Residential Accommodation of employees in Schedule 14- Personnel & Administrative Expenses. Lease payments in respect of premises for offices are shown as Office Rent in Schedule 14- Personnel & Administrative Expenses.

15.

Subsidy under Accelerated Generation & Supply Programme (AG&SP): The Company is claiming subsidy from Govt. of India at Net Present Value calculated at indicative interest rates in accordance with GOI’s letter vide D.O.No.32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each project (based upon the certain assumptions that these will remain same over the projected period of each loan / project), the Company estimated the net excess amount of Rs.283.14 crore and Rs.44.27 crore as at 31/03/2009 for IX & X plan respectively under AG&SP schemes. This net excess amount is worked out on overall basis & not on individual basis & may vary due to change in assumptions , if any during the projected period such as changes in moratorium period , repayment period , loan restructuring , pre payment , interest rate reset etc. Hence the Company will return the net excess amount, if any at the end of the respective scheme. The amount of Rs.908.94 crore (previous year Rs.1066.75 crore) under the head Interest Subsidy Fund represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future under Accelerated Generation & Supply Programme (AG&SP) which comprises of the following: - (Rs.in crore)

Particulars As on 31.03.2009

As on 31.03.2008

Opening balance of Interest Subsidy Fund 1066.75 1231.63 Add : - Received during the period : - Interest credited during the period

-- 98.19

15.48 113.05

Less: Interest subsidy passed on to borrowers Refunded to MoP

231.17 24.83

293.41 --

Closing balance of Interest Subsidy Fund 908.94 1066.75

16.

UPSEB & CSEB against whom loans are outstanding were restructured by the respective State Governments and new entities were formed. Consequently, the liabilities stand transferred to new entities.

Loan Transfer agreement in respect of erstwhile UPSEB and unbundled entities of the erstwhile CSEB are to be executed. In respect of CSEB, the transfer agreement will be executed after the notification of final order for transfer of Assets and Liabilities by the Government of Chhatisgarh.

17. During the year, under the R-APDRP scheme, the Company has sanctioned loans of Rs.1947.70 crore and disbursed Rs.325 crore. The Company is entitled to a nodal agency fees at the rate of 1 percent of loans sanctioned and received an adhoc advance of Rs.25.00 crore from Government of India under the said scheme. Accordingly, out of the adhoc advance, a nodal agency fee of Rs.17.33 crore (exclusive of service tax) has been recognized and a service tax of Rs. 2.66 crore on total adhoc advance of Rs.25.00 crore has been deposited in the current year.

18.

The net deferred tax liabilities is Rs.55.48 crore (previous year Rs.1240.25 crore) computed as per Accounting Standard 22 on “Accounting for Taxes on Income”. The break up of deferred tax liabilities is given below: - (Rs. in crore)

Description As on 31.03.2009

As on 31.03.2008

(a) Deferred Tax Asset (+) (i) Exchange Loss - 38.14 (ii) Provision for expenses not deductible under Income Tax Act 9.30 6.27 (iii) Amortization 0.55 - (b) Deferred Tax Liabilities (-) (i) Lease Equalization - -0.07 (ii) Depreciation -0.26 -0.40 (iii) Lease income on new leases -65.07 -55.81 (iv) Special Reserve created and maintained u/s 36(1)(viii) of I.T.Act,1961

- -1228.38

Net Deferred Tax liabilities (-)/Assets (+) -55.48 -1240.25

19.

The Company has started creating deferred tax liability on special reserve created and maintained under Section 36(1) (viii) of Income Act, 1961, as per the opinion of Expert Advisory Committee of ICAI in Financial Year 2004-05. Now, based upon the clarification received from the Accounting Standard Board of Institute of Chartered Accountants of India (ICAI) vide letter dated 02.06.2009 and as explained in Policy No.13.2, the Company has stopped creating DTL on special reserve created and maintained for Financial Year 2008-09. Further, the Company reversed the Deferred Tax Liability (DTL) created in earlier years on special reserve created and maintained under Income Tax act. The reversal of DTL is done by crediting revenue reserve by Rs.745.14 crore for Financial Year 1997-98 to Financial Year 2003-04 (as DTL was credited by debiting revenue reserve), crediting Profit and Loss Account by Rs.483.24 crores for Financial Year 2004-05 to Financial Year 2007-08 (as DTL was created by debiting Profit and Loss Account for these years) and by debiting DTL by Rs.1228.38 crores. It resulted in increase of profit of current year by Rs.483.24 crore. The DTL of Rs.133.28 crore on the Special Reserve created and maintained under Section 36(1) (viii) of Income Act, 1961 for the current year has also not been created as per paragraph 13.2 of Accounting Policy.

20.

In compliance of Accounting Standard – 20 on “Earning Per Share” issued by the Institute of Chartered Accountants of India, the calculation of Earning Per Share (Basic and Diluted) is as under:-

Particulars Current year 31.03.2009

Previous year 31.03.2008

Net Profit after Tax used as numerator (Rs. in crore) 1969.96 1206.76 Weighted average number of equity shares used as denominator (Basic & Diluted)

1147766700

1147766700

Earning per share (Basic & Diluted) (Rupees) 17.16 10.51 Face value per share (Rupees) 10 10

21. The Company has no outstanding liability towards small-scale industrial undertakings.

22.

The value of lease hold land aggregating to Rs.38.33 crore(previous year Rs.38.33 crore) comprises of amount of Rs.31.83 crore (previous year Rs.31.83 crore) paid towards cost of land to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty liability of Rs.2.47 crore(previous year Rs.2.47 crore) and capitalization of ground rent upto the date of completion of building of Rs.4.03 crore ( previous year Rs. 4.03 crore). In accordance with Memorandum of Agreement (MOA) executed with L&DO, the lease deed is yet to be signed. Pending execution of perpetual lease deed, (which does not have limited useful life) the value of leasehold land is not amortized and /or no provision for depreciation has been made on the said leasehold land.

23 Liabilities and Assets denominated in foreign currency have been translated at TT selling rate of SBI at year end as given below: -

S. No. Exchange Rates 31.03.2009 31.03.2008 1 INR/US$ 51.45 40.11 2 INR/JPY 0.5265 0.4029 3 INR/EURO 68.43 63.47

24. Disclosures as per Accounting Standard-15:- A. Provident Fund The Company pays fixed contribution to Provident Fund at prescribed rates to a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to the profit and loss account. The obligation of the Company is to make such fixed contribution and to ensure a minimum rate of return to the members as specified by GOI. Any short fall for payment of interest to members as per specified rate of return has to be compensated by the Company. The Company estimates that no liability will take place in this regard in the near future and hence no further provision is considered necessary. B. Gratuity The company has a defined gratuity scheme and is managed by a separate trust. The provision for the same has been made on actuarial valuation based upon total number of years of service rendered by the employee subject to a maximum amount of Rs.10 lakh. C. Post Retirement Medical Facility (PRMF) The Company has Post-Retirement Medical Facility (PRMF), under which retired employee and the dependent family members are provided medical facilities in the empanelled hospitals. They can also avail reimbursement of Out-Patient treatment subject to a ceiling fixed by the Company. D. Terminal Benefits Terminal benefits include settlement in home town for employees & dependents. E. Leave The Company provides for earned leave benefit and half-pay leave to the employees of the Company which accrue annually at 30 days and 20 days respectively. 75% of the earned leave is en-cashable while in service upto a maximum of 300 days on superannuation/separation. Half-pay leave is en-cashable on superannuation or separation after 10 years of service as per the rules of the Company. The liability for the same is recognized on the basis of actuarial valuation. The above mentioned schemes (C,D and E) are unfunded and are recognized on the basis of actuarial valuation. The summarised position of various defined benefits recognized in the profit and loss account, balance sheet are as under {Figures in brackets ( ) represents to previous year} i)Expenses recognised in Profit and Loss Account (Rs.in crore)

Gratuity PRMF Leave

Current Service Cost 0.57 (0.46)

0.19 (0.18)

0.68 (0.73)

Interest cost on benefit obligation 0.33 (0.36)

0.22 (0.23)

0.46 (0.39)

Expected return on plan assets -0.38 (-0.40)

0.00 (0.00)

0.00 (0.00)

Net actuarial (gain)/Loss recognised in the year 2.50 (-0.31)

0.27 (0.03)

0.18 (1.13)

Expenses recognised in Profit & Loss Account 3.02(*) (0.11)

0.68 (0.44)

1.32(*) (2.25)

(*) Includes Rs.0.07 crore (Previous year Rs.0.08 crore) and Rs.0.11crore (Previous year Rs.0.09 crore) for gratuity and leave respectively allocated to subsidiaries companies. ii) The amount recognized in the Balance Sheet (Rs. in crore)

Gratuity PRMF Leave Present value of obligation as at 31.03.2009 (i) 7.96

(4.67) 3.66 (3.17)

7.15 (6.47)

Fair value of plan assets at at 31.3.2009 (ii) 4.94 (4.59)

0.00 (0.00)

0.00 (0.00)

Difference (ii) – (i) -3.02 (-0.08)

-3.66 (-3.17)

-7.15 (-6.47)

Net Asset/(Liability) recognized in the Balance Sheet

-3.02 (-0.08)

-3.66 (-3.17)

-7.15 (-6.47)

iii) Changes in the Present Value of the defined benefit obligations (Rs. in crore)

Gratuity PRMF Leave Present value of obligation as at 01.04.2008 4.67

(4.46) 3.17 (2.88)

6.47 (4.88)

Interest Cost 0.33 (0.36)

0.22 (0.23)

0.46 (0.39)

Current Service Cost 0.57 (0.46)

0.19 (0.18)

0.68 (0.73)

Benefits paid -0.11 (-0.25)

-0.19 (-0.15)

-0.64 (-0.66)

Net actuarial (gain)/loss on obligation 2.50 (-0.36)

0.27 (0.03)

0.18 (1.13)

Present value of the defined benefit obligation as at 31.03.2009

7.96 (4.67)

3.66 (3.17)

7.15 (6.47)

iv) Changes in the fair value of plan assets (Rs. in crore)

Gratuity PRMF Leave

Fair value of plan assets as at 01.04.2008 4.67 (4.46)

0.00 (0.00)

0.00 (0.00)

Expected return on plan assets 0.38 (0.40)

0.00 (0.00)

0.00 (0.00)

Contributions by employer 0.00 (0.01)

0.00 (0.00)

0.00 (0.00)

Benefit paid -0.11 (-0.23)

0.00 (0.00)

0.00 (0.00)

Acturial gain/(loss) 0.00 (-0.05)

0.00 (0.00)

0.00 (0.00)

Fair value of plan assets as at 31.03.2009 4.94 (4.59)

0.00 (0.00)

0.00 (0.00)

v) The effect of the one percentage in the medical cost of PRMF will impact the liability as under:- Cost increase by 1% Rs. 0.04 crore Cost decrease by 1% Rs. 0.04 crore vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of Rs.3.02 crore, to PRMF of Rs.0.68 crore and leave Rs.1.32 crore. (previous year towards contribution to the Gratuity Trust of Rs.0.11 crore, to PRMF of Rs 0.44 crore and leave Rs. 2.25 crore.). F. Other Employee Benefits:- During the year, provision of Rs.1.88 crore has been reversed for Economic Rehabilitation Scheme for Employees (previous year, provision of Rs.0.13 crore has been made) and provision of Rs. 0.27 crore has been provided for Long Service Award for Employees (Previous year Rs. Nil) on the basis of actuarial valuation made at the year end by charging/crediting the profit and loss account. G. Details of the Plan Asset:- The details of the plan assets at cost as on 31st March are as follows:- (Rs. in crore)

2009 2008 i) State Government Securities 0.88 0.82 ii) Central Government Securities 1.37 1.28 iii) Corporate Bonds/debentures 2.69 2.49

iv) RBI Special Deposit -- -- Total 4.94 4.59

H. Acturial assumptions Principal assumptions used for actuarial valuation are:- Method Used Projected Unit Credit Method Discount Rate 7.00% Expected rate of return on assets- Gratuity 8.04% Future salary increase 4.50% The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. For the purpose of Actuarial valuation, estimated future increase in emoluments (excluding merger of D.A. and adhoc release) due to proposed wage revision w.e.f. 01.01.2007 has not been considered.

25. Details of provision as required in AS-29. (Rs.in crore)

Particulars Financial year 2008-09

Financial Year 2007-08

Post Retirement Medical Scheme Opening Balance 3.17 2.88 Addition during the year 0.68 0.44 Amount paid/utilized during the year 0.19 0.15 Closing Balance 3.66 3.17 Gratuity Opening Balance 0.08 0.07 Addition during the year 3.02 0.11 Amount paid/utilized during the year 0.08 0.10 Closing Balance 3.02 0.08 Leave Encashment Opening Balance 6.47 4.88 Addition during the year 1.32 2.25 Amount paid/utilized during the year 0.64 0.66 Closing Balance 7.15 6.47 Wage Revision Opening Balance 17.12 0.00 Addition during the year 4.77 19.60 Amount paid/utilized during the year 0.00 2.48 Closing Balance 21.89 17.12 Economic Rehabilitation Scheme for Employee Opening Balance 3.17 3.04 Addition during the year -1.86 0.15 Amount paid/utilized during the year 0.02 0.02 Closing Balance 1.29 3.17 Bonus/Incentive Opening Balance 6.59 6.65 Addition during the year 9.77 6.70 Amount paid/utilized during the year 6.60 6.76

Closing Balance 9.76 6.59 Leave Travel Concession Opening Balance 1.91 0.51 Addition during the year 2.20 4.33 Amount paid/utilized during the year 1.77 2.93 Closing Balance 2.34 1.91 Baggage Allowances Opening Balance 0.05 0.04 Addition during the year 0.00 0.01 Amount paid/utilized during the year 0.00 0.00 Closing Balance 0.05 0.05 Service Award Opening Balance 1.84 1.84 Addition during the year 0.27 0.00 Amount paid/utilized during the year 0.00 0.00 Closing Balance 2.11 1.84 Income Tax Opening Balance 1049.40 776.26 Addition during the year 492.02 482.27 Amount refunded/adjusted (51.54) (209.13) Closing Balance 1489.88 1049.40 Fringe Benefit Tax Opening Balance 2.91 1.84 Addition during the year 0.73 0.97 Amount adjusted during the year (0.74) 0.10 Closing Balance 2.90 2.91 Proposed Final Dividend Opening Balance 114.78 114.78 Addition during the year 154.95 114.78 Amount paid/utilized during the year 114.78 114.78 Closing Balance 154.95 114.78 Proposed Corporate Dividend Tax Opening Balance 19.51 19.51 Addition during the year 26.33 19.51 Amount paid/utilized during the year 19.51 19.51 Closing Balance 26.33 19.51

26.

During the year, the Company has sent letters seeking confirmation of balances as on 31.12.2008 to borrowers. However, some of the balances of debtors, creditors and loan and advances are subject to confirmation/reconciliation/adjustments, if any.

27. The CRAR of the company is given hereunder:-

Items Current year Previous year i) CRAR 17.15% 17.20% ii) CRAR – Tier I Capital 17.15% 17.20% iii) CRAR – Tier II Capital -- --

The Company has no exposure to real estate sector as on 31.03.2009.

28. The pay revision of the employees of the Company is due w.e.f. 01.01.2007. Pending implementation of pay revision, a provision for the year Rs. 4.77 crore (previous year 19.60 crore) has been made towards wage

revision on an estimated basis in line with notification of Government of India. 29. The Company does not have more than one reportable segment in terms of Accounting Standard No. 17 on

Segment Reporting. 30. 31.

Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable with the current year. Figures have been rounded off to crore of rupees with two decimals.

FINANCIAL YEAR 2007-08

NOTES ON ACCOUNTS

1. Contingent liabilities:

(i) Guarantees issued by the Corporation in foreign currency.

(a) EURO 1.421 million equivalents to Rs.9.02crores (previous year EURO 1.776 million equivalent to Rs.10.36crores).

(b) US$ 24.545 million equivalent to Rs.98.45 crores (previous year US$ 27.95 million

equivalent to Rs.122.32 crores).

(ii) Guarantee issued by the Corporation in Indian Rupee: Rs.400.04 crores, (previous year Rs 224.52 crores).

(iii) The Corporation has issued letters of comfort for disbursement of loans to borrowers amounting to

Rs.3205.97 crores (Previous year Rs.3014.38 crores) against which a sum of Rs2410.76 crores (Previous Year Rs. 1931.11 crores) has been disbursed to borrowers.

(iv) The additional demands raised by Income Tax Deptt. (net of relief granted by Appellate Authorities)

of Rs.3.39 crores for Assessment Year 1996-97, Rs.28.56 crores for Assessment Year 1997-98, Rs.0.13 crores for Assessment Year 1998-99, Rs.17.47 crores for Assessment Year 1999-2000, Rs.18.77 crores for Assessment Year 2000-01, Rs.23.36 crores for Assessment Year 2001-02, Rs.24.71 crores for Assessment Year 2002-03, Rs.23.07 crores for Assessment Year 2003-04, Rs.63.88 crores for Assessment Year 2004-05 and Rs.23.64 crores for Assessment Year 2005-06 were paid and provided for. For Assessment Year 2006-07 Assessing Officer has raised a demand of Rs.44.23 crores against which Rs.38.92 crores is paid and for the balance amount of Rs.5.31 crores stay is applied. The company has filed an appeal against this demand and based upon the decision of ITAT on similar issues for Assessment Year 1996-97, being final and binding on PFC as well as Income Tax Deptt., as Committee of Disputes has not granted permission to either party to pursue the matter further, the management do not feel it is necessary to make any provision for this demand.

(v) In respect of cess on turnover or gross receipt of company u/s 441 A of Companies Act, to be levied

@ not less than 0.005% and not more than 0.1% on the value of annual turnover or gross receipt whichever is higher. No provision has been made as the cess rate & the date from which it is applicable has not been notified so far by the Govt. Though no such notification has been issued so far, the Corporation may have to pay cess minimum of Rs.1.07 crores and maximum of Rs. 21.43 crores if levied from the financial year 2002-03.

(vi) Contracts of Capital nature remaining to be executed and not provided for Rs.0.17 crores. (Previous

year Rs.NIL).

(vii) Claim not acknowledged as debts are Rs.7.80 crores (previous year NIL). 2. The Govt.of India, Ministry of Power, under section 58(4) of the Madhya Pradesh Reorganization Act, 2000

(MPRA) issued an order No 42/8/2000-R&Rdated 12.04.2001 through which assets, transfer rights, liabilities, undertaking etc, of erstwhile Madhya Pradesh Electricity Board(MPEB) were passed on to the successor boards namely MPSEB & CSEB after bifurcation of state of Madhya Pradesh. Subsequently, the GOI, Ministry of Power through the Gazette of India Extraordinary-MOP, New Delhi notification dtd.4.11.2004 had decided to divide the liability and assets of erstwhile MPEB into MPSEB & CSEB in the ratio of fixed assets of 90:10 respectively. Consequent upon this, CSEB has informed that although it has been clearing the dues of PFC based on the acquired liability of erstwhile MPEB at Rs.110.64 crores, it has requested the corporation to align the dues in line with MoP order to Rs.105.23 crores. Nevertheless, the corporation will receive the full amount of principal payment either from CSEB or MPSEB. Further, PFC has taken up the matter with MoP

and has requested MOP to review and revise the order on a plea that PFC’s loans are project specific and the amount disbursed actually goes into the creation of the assets on such projects are not to be allocated in the manner as suggested by MoP in the new order.

3. A project under the implementation having total outstanding of Rs.94.54 crores excluding additional

disbursement of Rs.91 crores under the loan (previous year as on 31.03.2007 Rs.98.18 crores excluding additional disbursement of Rs.70 crores) has been considered as Standard Asset in terms of RBI Circular No. DBS.FID.No.C-11/01.02.00/2001-02 dated 1.02.2002 read with D.O. letter DBS.FID No.1285/01.02.00/2001-02S dated 14.05.2002 though the borrower had not cleared its entire dues since 23.09.2000 except on additional loan of Rs.91 crores,Though the above dispensation is available upto June,2008 only, the institutions propose to review the status of the project as the financial closure has since been achieved in order to adopt the Date of Commissioning as agreed by the Institutions in the Common Loan agreement.. Keeping in view the positive factors in this project such as achievement of RBI norm for financial closure by tying up at least 90% of the project cost, substantial progress on the Project which is being monitored by MoP as well as PFC, availability of approvals for financial restructuring package from almost all the lenders and implementation of the Project by the Management appointed by the lenders. The interest on this loan is not recognized on accrual basis. A remittance of Rs.17.60 crores (including penal and interest on interest) made during the year relating to past dues have been accounted for in the books as income on receipt basis as per the terms of the original agreement. Further, the interest of Rs.7.40 crores (including penal and interest on interest) earned on additional disbursed loan amount of Rs.91 crores has also been recognized as income on receipt basis.

4. In the case of one of the borrower, the Board of Directors had given an In principle approval` of Interest

Restructuring with effect from 15.07.2004, However, the same was subsequently approved with effect from 15.10.2004 subject to fulfillment of certain conditions.The party has been paying the interest as per oringial terms and the amount in excess of restructured rates amounting to Rs.25.09 crores (previous year Rs.23.20 crores) for the period 15.10.2004 to 15.10.2007 has been retained as Other liabilities.The interest on this loan has again become due for reset with effect from 15.10.2007 at the original rate as was applicable at the time of initial restructuring. Accrdingly the interest income has been booked @ 16.84% as against the borrower’s request for fixing the interest in line with other consortium lenders, i.e.10.5 %.Pending the decision on the borrower’s request, with effect from 15.10.2007, the interest income has been accounted for as Rs.8.94 crores as against Rs 5.58 crores on the basis of borrower’s request.

5. In case of one of the borrower, the dispute regarding recovery of interest amounting to Rs.46.19 crores as on

31-03-2007 has been settled for Rs.18.97 crores with the approval of respective Board of Directors. The amount so settled has been accounted for as the Income for the year following the provisions of clause 9.5 of the Accounting Standard 9.

6. The Prudential Norms of the Corporation have been revised for the financial year 2007-08 to 2009-10 with the

approval of the Ministry of Power vide their letter dated 19th April,2007 with partial modification vide their letter dated 31st March,2008.

7. (i) Assets of Rs.13.97 crores (Previous year Rs.43.20 crores) were classified as Non Performing Assets

in terms of prudential norms of the corporation. Accordingly, a provision of Rs.6.81 crores is held in the accounts (provision held in previous year Rs.17.01 crores).

(ii) The total principal loan amount in default (excluding NPAs) is Rs.74.83 crores, (previous year

Rs.13.70 crores) which is considered good.

(iii) The company has recovered a sum of Rs.83.93 crores (including interest upto 31st March, 2008) of Interest subsidy under AG & SP from various borrowers where the same was withdrawn by the Ministry of Power vide their order dated 31stMarch,2007. The amount has been retained as amount payable to Ministry of Power.

(iv) Non payment pertaining to refund of AG&SP subsidy (including interest upto 31st March, 2008)

amounting to Rs.93.73 crores from two parties are yet to be recovered and the same is payable to the Ministry of Power after the same is received.

(v) In case of two gas based projects , having an aggregate outstanding of Rs.587.32 crores, the terms of

repayment have been renegotiated due to non allocation of gas and the same have been classified as standard assets in line with clause 6C (ii) of the Prudential Norms adopted by the company.

(vi) During the year, Corporation has changed its Prudential Norms for provision for non-performing

assets from Sub-standard Assets to Doubtful Assets from 24months to 18 months from the date of asset becoming non-performing asset. This change has resulted in increase in provision by Rs. 1.07 crores.

8. The Corporation discontinued interest rate restructuring policy w.e.f. December 2005. However, the loans

which were restructured with 3 year reset (after 3 years the loan shall carry original interest rate i.e. the rate before interest restructuring). Borrower was given option to seek further restructuring after 3 years, on payment of 50% premium being NPV of difference between Original interest rate and Current interest rate for the entire remaining period of Loan. Accordingly the Corporation has done interest restructuring amounting to Rs.85.22 crores (previous year NIL). An amount of Rs. 0.07 crores (previous year NIL) has been received and credited to Profit and Loss Account as Interest Restructuring Premium (Refer schedule 10).

9. (i) The Corporation is not required to create Bond Redemption Reserve in respect of bonds by virtue of the

Department of Company Affairs’ Circular of 18.04.2002 according to which the financial institutions within the meaning of section 4A of the Companies Act 1956 were not required to create Bond Redemption Reserve in case of privately placed debentures.

(ii) The Corporation is not required to maintain Reserve Fund under Section 45-IC of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI vide its letter dated 24.01.2000.

10. (a) Expenditure in foreign currency (Actual outgo):

(Rs. in crores) S.No. 1. Description Year ended

31.03.2008 Year ended 31.03.2007

i) a) Interest on loans to foreign institutions b) Interest on FCNR-B loans to Banks

99.31 6.64

87.54 6.96

ii) Financial & Other charges 21.07 20.80 iii) Traveling Expenses(Bills) 0.34 0.42 iv) Training Expenses 0.01 0.15

(b) Earning in foreign currency (Actual Receipt) Rs. in crores

S. No. 2. Description Year ended 31.03.2008

Year ended 31.03.2007

Interest Received On funds Parked with abroad 1.08 Nil 11. Related Party Disclosures:

(a) Managerial Remuneration and related party disclosures:

(Rs. in crores) Chairman & Managing

Director Other Directors

For the year ended 31.03.2008

For the year ended 31.03.2007

For the year ended 31.03.2008

For the year ended 31.03.2007

Salaries & Allowances 0.16 0.11 0.47 0.33 Contribution to Provident Fund and other Welfare Fund

0.01 0.01 0.02 0.02

Other Perquisites / Payments 0.06 0.04 0.22 0.14

Remuneration paid to key managerial personnel, Dr. V K Garg, Chairman & Managing Director Rs 0.23 crores (previous year Rs 0.16 crores), Shri V.S. Saxena, Director (IDA) upto 30/06/2007 Rs 0.13 crores (previous year Rs.0.16 crores), Shri Shyam Wadhera, Director (Projects) Rs.0.22 crores (previous year Rs.0.15 crores) and Shri Satnam Singh, Director (F&FO) Rs.0.23 crores (previous year Rs. 0.18 crores) and Sri M.K. Goel, Directors (IDA) from 27/07/2007 Rs 0.13 crores (previous year RsNil).

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs.520/- per month.

(b) Investment in subsidiaries

(i) Government of India has designated the Corporation as the nodal agency for development of Ultra Mega Power Projects (UMPPs). The Corporation had established eleven subsidiaries to act as SPVs for developing nine UMPPs and two Transmission Projects with the intention that these subsidiaries will be handed over to the successful bidder on completion of the bidding process..

As per AS 21 para 11, a subsidiary should be excluded from consolidation when control is intended to be temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal in the near future. Therefore, the financial statements of the subsidiaries are not consolidated with the financial statement of the Corporation.

(ii) Three Ultra Megaprojects are transferred to successful bidder (i) Coastal Gujarat Power Ltd was

transferred to M/s Tata power Company Limited (ii) Sasan Power Limited (iii) Coastal Andhra Power limited, were transferred to Reliance Power Limited, the Corporation’s investment in the equity Share capital of the subsidiaries were transferred at cost plus advisory fee of Rs 5 crores each for Coastal Gujarat Power Limited ,Sasan Power limited and Rs 15 crores for Coastal Andhra Power Limited. Certain issues regarding the award of Sasan UMPP arose subsequent to the issuance of Letter of Intent (LoI) on 28.12.2006. An empowered Group of Ministers (EGoM) constituted by the Govt. of India looked into all the contractual and legal aspects with the help of officials of MoP and Ministry of law and Justice. Based on the decisions taken by the EGoM, Sasan UMPP has been awarded to M/s. Reliance Power Ltd. on 01.08.2007 after recovery of the entire amount spent by SPL. There had been no adverse impact on the PFC balance sheet on this account.

(iii) The financial statements of eight subsidiaries namely, Coastal Karnataka Power Limited, Coastal

Maharashtra Mega Power Limited, Orissa Integrated Power Limited, Jharkhand Integrated Power Limited, Coastal Tamil Nadu Power Limited, East north Inter Connection Company Limited, Bokaro-Kodamma Maithon Transmission Company Limited and Akaltara Power Limited as adopted by the Board of Directors of the respective companies for the year ended 31st March 2008 are attached as required under section 212 of Companies Act, 1956.

(iv) (a) The Corporation has incorporated PFC Consulting Limited, a wholly owned subsidiary company

to promote, organize and carry on consultancy services with authorized and subscribed share capital of Rs 0.05 crores. The certificate of commencement of business is awaited in respect of PFC consulting Ltd. Their financial statements are not consolidated as this is incorporated on 25.03.08 and no related party transaction has been made upto 31/03/2008. (b) The Corporation has also committed to invest in Power Equity Capital Advisors (Pvt) Ltd., by subscribing with 30% equity contribution amounting to Rs 0.02 crores to carry on business as financial consultants, management consultants, financial advisors in the area of Power, Infrastructure and other industries etc. No investment has been made upto 31.03.2008.

(v) The details of amount recoverable from the respective SPVs are given hereunder:

(Rs. in crores) Name of the Subsidiary Company Amount as on

31.03.2008 Amount as on 31.03.2007

Sasan Power Limited - 14.15 Akaltara Power Limited 0.29 0.05 Coastal Gujarat Power Limited - 14.87 Coastal Karnataka Power Limited 0.73 0.51 Coastal Maharashtra Mega Power Limited 2.33 1.29 Coastal Andhra Power Limited - 11.70 Orissa Integrated Power Limited 2.04 0.50 Costal Tamil Nadu Power Ltd. 0.75 0.14 Jharkhand Integrated Power Ltd 37.30 0.96 Bokaro Kodarma Maithon Tr. Co. Ltd. 0.78 0.13 East-North Interconnection Co. Ltd. 0.96 0.13 Total 45.18 44.43

Amount recoverable as on 31.03.2008 includes interest thereon. In respect of Bokaro Kodarma Maithon Tr. Co. Ltd. MOP now decided to entrust this project to Power Grid Corporation Ltd (PGCL) instead of PFC and therefore PFC requested MOP to advice PGCL to reimburse expenses incurred so far to PFC so as to close this project in PFC.

(vi) The details of amount payable to SPVs (including interest) in respect of amount contributed by Power

Procurers are given hereunder: (Rs. in crores)

Name of the Subsidiary Company Amount as on 31.03.2008

Amount as on 31.03.2007

Sasan Power Limited 0.00 41.68 Coastal Gujarat Power Limited 0.00 41.58 Coastal Andhra Power Limited 0.00 41.17

Orissa Integrated Power Limited 42.72 20.70 Costal Tamil Nadu Power Ltd. 38.14 30.28 Jharkhand Integrated Power Ltd. 44.07 36.83 Total 124.93 212.24

(c) Investment in Equity Share Capital of Ultra Mega Power Projects:

Name of the Company Date of

Investment Number of shares subscribed

Percentage of control

Amount (Rs. in crores)

1. Coastal Karnataka Power Limited

14.09.2006 50000 100% 0.05

2. Coastal Maharashtra Mega Power Limited

05.09.2006 50000 100% 0.05

3. Orissa Integrated Power Limited

05.09.2006 50000 100% 0.05

4. Jharkhand Integrated Power Limited.

25.01.2007 50000 100% 0.05

5. Coastal Tamil Nadu Power Limited

31.01.2007 50000 100% 0.05

6. East-North Interconnection Co. Limited

13.02.2007 50000 100% 0.05

7. Bokaro-kodarma MAITHON Transmission Co. Limited

13.02.2007 50000 100% 0.05

8. Akaltara Power Ltd 31.03.08 50000 100% 0.05 TOTAL 400000 0.40

(d) Investment in Small is Beautiful Fund: -

During the year, the Corporation has invested Rs 1.95 crores in units of “Small Is Beautiful” Fund bringing

the total committed investment in units of Rs 22.50 crores (Previous year Rs.20.55 crores) @ Rs 10 per Unit. Out of this, a portion of investment up to Rs.8.03 crores has also been disinvested, on which, a sum of Rs.0.27 crores as capital gain and Rs.0.04 crores as interest has been received during the year. The provisional NAV of the Units of the Fund was Rs 9.818 per of the unit of Rs 10 (face value). The depreciation in NAV amounting to Rs.0.26 crores (Previous year Rs.0.50 crores) has been provided for.

12. Interest Differential Fund (IDF) – KFW

Since the agreement entered into between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this Loan and any excess will be used in accordance with the agreement, the balance in the IDF fund has been kept under separate account head titled as KFW-Interest Differential Fund and shown as a liability. The total fund accumulated as on 31.03.2008 is Rs.36.85 crores (previous year Rs. 38.61) after adjusting the translation loss of Rs. 18.24 crores (previous year Rs. 12.09 crores).

13. The foreign exchange loss (net) of Rs. 20.14 crores (previous year foreign exchange gain of Rs.7.39 crores)

arising on repayment and translation of foreign currency assets and liabilities has been taken to Profit and Loss Account during the year.

14. The company was having outstanding forward foreign exchange contracts and principal only swaps amounting

to US $ 20 million and US $ 110 million respectively and the same have been considered for valuation of foreign exchange liabilities as per Accounting Standard 11.

15. (a) Assets under finance lease prior to 01.04.2001

(i) The Corporation has purchased assets amounting to Rs.280 crores from APSEB (now APGENCO), which in turn were leased out to them. Sale Deed between PFC and APSEB (now APGENCO) was executed on 14.02.97 for the amount of Rs.264.10 crores only. However, the execution of Supplementary Sale Deed for the balance amount of Rs15.89 crores (previous year Rs 15.89 crores) is pending though the same has been considered for fixing lease rental.

In respect of the above, the Corporation approved for extension of secondary lease period @ nominal rental of Rs 1000/- p.a for the period of 5 years & transfer of assets to APEGENCO anytime during five year, on payment of balances rental on unexpired lease period and any other charges, as may be agreed by APGENCO. Further APGENCO requested for transfer of the residual asset (Boiler and Steam Turbine of Kothagudem TPS Stage-unit 9) to them at the earliest & complete the formalities. The same is pending for final decision.

(ii) In respect of assets leased to MSEB, the asset has been capitalized for Rs.5.46 crores. Out of the above, the payment of Rs.0.45 crores (previous year Rs.0.45 crore) is still outstanding. However, the same has been considered for fixing lease rental.

(b) Asset under finance lease after 01.04.2001

(i) Gross investment in the leased assets and the present value of the minimum value receivable at the

balance sheet date has been covered in the note with the description as total of future minimum lease payments and present value of the lease payments amounting to Rs.302.12 crores and Rs.211.67 crores respectively. The reconciliation of these figures has also been indicated under the head “unmature finance charges” with an amount of Rs. 90.45 crores.

The future lease rentals are given below:-

(Rs. in crores) Period As on

31.03.2008 As on 31.03.2007

Total of future minimum lease payments (Gross Investments) 302.12 320.69 Present value of lease payments 211.67 232.96 Un-mature finance charges 90.45 87.73 Maturity profile of total of future minimum lease payments Not later than one year 45.65 40.91 Later than one year and not later than 5 years 182.58 163.62 Later than five years 73.89 116.16 Total 302.12 320.69

(ii) In case of Rajasthan Renewable Energy Corporation Ltd, the Corporation had sanctioned an amount

of Rs.88.90 crores to RRECL in the year 2004 for financing Wind turbine Generator which was reduced to Rs.88.85 crores in December 2006. The Gross Investment stood at the level of Rs.91.24 crores. The lease rent is to be recovered within a period of 15 Years, which comprises of 10 years as a primary period and 5 years as a secondary period.

(iii) In case of Enercon Windfarms (Jaisalmer) Pvt. Ltd, the Corporation had sanctioned an amount of

Rs.98.44 crores to Enercon Windfarms (Jaiselmer) in the year 2004 for financing Wind turbine Generator.The Gross Investment stood at Rs.108.37 crores. The lease rent is to be recovered within a period of 20 Years, which, comprises of 10 years as a primary period and 10 years as a secondary period.

(iv) In case of Enercon Windfarms (Rajasthan) Pvt. Ltd, the Corporation had sanctioned an amount of

Rs.93.51 crores to Enercon Windfarms (Rajasthan) in the year 2004 for financing Wind turbine Generator.The Gross Investment stood at Rs.102.51 crores. The lease rent is to be recovered within a period of 20 years which comprises of 10 years as a primary period and 10 years as a secondary period.

16. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

The Corporation is claiming subsidy from Govt. of India at Net Present Value calculated at indicative interest rates in accordance with GOI’s letter vide D.O.No.32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each project (based upon the certain assumptions and also that these will remain same over the projected period of each loan / project) the corporation estimated the net excess amount of Rs. 253.47 crores and Rs. 52.49 crores as at 31/03/2008 for ixth & xth plan respectively under AG&SP schemes. This net excess amount is worked out on overall basis & not on individual basis & may vary due to change in assumptions , if any during the projected period such as changes in moratorium period , repayment period , loan restructuring , pre payment , interest rate reset etc. Hence the corporation will return the net excess amount, if any at the end of the respective scheme.

The amount of Rs.1066.75 crores (previous year Rs.1231.63 crores) under the head Interest Subsidy Fund

represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future under Accelerated Generation & Supply Programme (AG&SP) which comprises of the following: -

(Rs. in crores)

As on 31.03.2008

As on 31.03.2007

Opening balance of Interest Subsidy 1231.63 1200.33 Add: - Received during the period * : - Interest credited during the period

15.48 113.05

440.11 107.52

Less: Interest subsidy passed on to borrowers 293.41 516.33 Closing balance 1066.75 1231.63

*Amount received from MOP vide Order dated 30.03.2007 credited on 7.04.2007.

17. Some of the State Electricity Boards against whom loans are outstanding were restructured by the respective State Governments and new entities were formed. Consequently, the liabilities stand transferred to new entities and transfer agreement were to be executed amongst the Corporation and New Entities. In case of MPSEB and for UPSEB transfer agreements are yet to be executed Consequent upon the formation of new state of Chhatisgarh, the transfer agreements are yet to be executed in respect of loans transferred from MPSEB to CSEB.

18. (i) The Corporation has complied with all the applicable Accounting Standards issued by the Institute of

Chartered Accountants of India.

(ii) The Corporation does not have more than one reportable segment in terms of Accounting Standard No. 17 issued by the Institute of Chartered Accountants of India.

19. The net deferred tax liabilities is Rs.1240.25 crores (previous year Rs.1142.60 crores) computed as per

Accounting Standard 22 Accounting for Taxes on Income.

The break up of deferred tax liabilities is as under: - (Rs. in crores)

Description As on 31.03.08

As on 31.03.07

(a) Deferred Tax Asset (+) (i) Exchange Loss 38.14 31.87 (ii) Provision for expenses not deductible under Income Tax Act 6.27 7.67 (iii) Depreciation -0.40 0.31 (b) Deferred Tax Liabilities (-) (i) Amortization - -0.01 (ii) Lease Equalization -0.07 -0.14 (iii) Lease income on new leases -55.81 -59.91 (c) Special Reserve Rebate u/s 36(1)(viii) created and maintained -1228.38 -1122.39 Net Deferred Tax liabilities (-)/Assets (+) -1240.25 -1142.60 20. The Deferred Tax Assets/Liabilities have been created in terms of the Accounting Standard 22 issued by the

Institute of Chartered Accountants of India (ICAI) since the year it became applicable to the company, i.e., 2001-02 except on account of “Special reserve created and maintained under section 36(1) (viii) of Income Tax Act.” on which the DTL was created by debiting profit & loss account for 2004-05 & by charging revenue reserve for 2001-02 to 2003-04. However, PFC has taken up the issue for total withdrawal of DTL on Special Reserve with the ICAI and with Ministry of Corporate Affairs. The Institute in its letter dated 04-04-2007 stated that the Accounting Standard Board examined AS 22, Accounting for Taxes on Income, in the light of the opinion of the Expert Advisory Committee. It is further stated that “the Board decided to take up the revision of the standard on the lines of the corresponding IAS, namely, IAS 12, Income taxes, as a part of its convergence with IFRS project. It was argued that since IAS 12 is based on the ‘balance sheet approach ‘as against ‘income statement approach’ on which the existing AS 22 is based, the problem being encountered by the company may not arise”. Ministry of Corporate Affairs also endorsed the letter issued by ICAI to PFC.

In view of this, rectification as suggested by the ICAI vide their letter dated. 31.01.2006 regarding creation of DTL on Special Reserve created and maintained under Section 36(1) (viii) of Income Tax Act 1961 for the period 2001-02 to 2003-04 by charging to P&L Account and crediting the reserves by Rs.539.39 crores has not been carried out and pending revision of AS-22, the company has maintained status quo and continued the practice of creating the DTL on the Special Reserve created and maintained under section 36(1)(viii) of Income Tax Act, 1961.

21. In terms of Accounting Standard No.20 issued by the Institute of Chartered Accountants, Earning per share

(Basic & Diluted) is worked out as follows:

Particulars Amount Rs. in crores

Current year 31.03.08

Amount Rs. in crores

Previous year(*) 31.03.07

Nominal value of share (Rs.)

10.00 10.00

Number of equity share (No.)

1147766700 1147766700

(i) Net profit before prior period items / provision for taxation for earlier years, extraordinary items and effect of change in accounting policy,

1201.55 10.47 884.60 8.49

Prior period items 5.21 0.04 -0.02 0 (ii) Extraordinary items 0 0 0 0 (iii) Effect of change in

accounting policy 101.56 0.97

(iv) Net profit (Total) 1206.76 10.51 986.14 9.46 (*) EPS for the previous year has been calculated on weighted average number of equity shares of 1042663793. 22. The Corporation has no outstanding liability towards small-scale industrial undertakings. 23. The value of lease hold land aggregating to Rs.38.33 crores(previous year Rs.38.33 crores) comprises of

amount of Rs.31.83. crores (previous year Rs.31.83 crores) paid as deposit to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India , stamp duty liability of Rs.2.47 crores(previous year Rs.2.47 crores) and capitalization of ground rent upto the date of completion of building of Rs.4.03 crores ( previous year Rs. 4.03 crores) In accordance with Memorandum of Agreement (MOA) executed with L&DO, the lease deed is yet to be signed. Pending execution of perpetual lease deed, (which does not have limited useful life) the value of leasehold land is not amortized and /or no provision for depreciation has been made on the said leasehold land.

24. Liabilities and assets denominated in foreign currency have been translated at TT selling rate of SBI at period-

end as given below: -

S. No. Exchange Rates 31.03.2008 31.03.2007 1 Rs./US$ 40.11 43.77 2 Rs./1 Yen 0.4029 0.3724 3 Rs./EURO 63.47 58.34

25. Pending receipt / approval of some of the final bills of contractors, the cost of building, plant & machinery and

equipment have been adjusted capitalized during the year on a provisional basis. Depreciation has also been provided on provisional capitalization amounts.

26. The pay revision of the employees of the corporation is due w.e.f. 01.01.2007 Pending revision of pay, a

provision of Rs 19.60 crores has been made on estimated basis for the period 01.01.2007 to 31.03.2008. 27. Provision for gratuity, sick leave, earned leave, post retirement medical benefits, economic rehabilitation

benefit, leave travel concession, settlement allowance after retirement and service award scheme are accounted for on actuarial basis as per As 15 (revised) at the year end. The actuarial valuation has been made on the basis of present emoluments without considering the expected wage revision as the same is not ascertainable with reasonable accuracy.

28. During the year, the Corporation has sent letters seeking confirmation of balances as on Dec 31, 2007 to

borrowers. However, confirmation in a few cases were yet to be received. 29. Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable

with the current year. 30. Figures have been rounded off to crore of rupees with two decimals. -----

FINANCIAL YEAR 2006-07

NOTES ON ACCOUNTS

1. Contingent liabilities:

(i) Guarantees issued by the Corporation in foreign currency.

(a) EURO 1.776 million equivalents to Rs.10.36 crore (previous year EURO 2.262 million equivalent to Rs.12.38 crore).

(b) US$ 27.95 million equivalent to Rs.122.32 crore (previous year US$ 31.829 million

equivalent to Rs.142.78 crore).

(ii) Guarantee issued by the Corporation in Indian Rupee: Rs.224.52 crore (previous year Rs. 0.07 crore).

(iii) The Corporation has issued letters of comfort for disbursement of loans to ten borrowers amounting to Rs.3014.38 crore (Previous year Rs. 3014.38 crore) against which a sum of Rs.1931.11 crore (Previous Year Rs. 648.68 crore) has been disbursed to ten borrowers.

(iv) The demands raised by Income Tax Department [net of relief granted by CIT (A)] of Rs.4.34 crore

for Assessment Year 1996-97, Rs.28.56 crore for Assessment Year 1997-98, Rs.6.33 crore for Assessment Year 1998-99, Rs.3.05 crore for Assessment Year 1999-00, Rs.23.31 crore for Assessment Year 2000-01, Rs.23.36 crore for Assessment Year 2001-02, Rs.24.71 crore for Assessment Year 2002-03, Rs.23.07 crore for Assessment Year 2003-04, Rs.63.88 crore for Assessment Year 2004-05 and Rs.23.64 crore for Assessment Year 2005-06 were paid & provided for and the same are being contested by the Corporation at various stages.

(v) Income tax Department has filed appeals before ITAT against the orders of CIT (Appeals) for

Assessment Years 2000-01 for granting relief of Rs 8.32 crore. Their appeal has been dismissed by ITAT on 30.05.07 for want of Committee on Disputes’s approval. ITAT’s order in this regard is awaited

(vi) ITAT vide order dated 11.08.06 for Assessment Year 1996-97 has given relief to the Corporation in

respect of;

a. Deduction under section 36 (1) (vii a) (c) relating to provision for bad & doubtful debts,

b. Deduction under section 36 (1) (viii) relating to special reserve on lease income, and

c. Restored the matter regarding allocation of expenses on interest on investment equal to projected three months disbursement, interest on ICDs and guarantee fees, to the assessing officer for determination and allowances of such expenses.

As the matter stated in ( c ) above is yet to be considered by assessing officer , the total benefit accruing to the corporation from the above order is not ascertainable as on date.

(vii) In respect of claim against Delhi Development Authority (DDA) of interest, loss of stamp duty and

bank charges of Rs.39.30 crore on account of cancellation of allotment of plot of office building by DDA, the matter was referred to Secretary (Urban Development) and Secretary (Power) for amicable settlement. Thereafter, based upon decision, the Corporation revised its claims and demanded payment of Rs.4.02 crore from DDA. The claim was examined in Ministry of Urban Development and a payment of Rs.3.05 crore to PFC was approved. An amount of Rs.2.89 crore has been credited to Profit & Loss A/c and an amount of Rs.0.16 crore is adjusted against the outstanding amount recoverable from DDA treating the amount received of Rs. 3.05 crore as full & final settlement.

(viii) Contracts of Capital nature remaining to be executed and not provided for Rs.Nil. (Previous year

Rs.7.24 crore). 2. The Govt. of India, Ministry of Power, under Section 58(4) of the Madhya Pradesh Reorganization Act, 2000

(MPRA) issued an order No. 42/8/2000-R&R dated 12.04.2001 through which assets, rights, liabilities, undertaking etc. of erstwhile Madhya Pradesh Electricity Board (MPEB) were provisionally passed on to the successor Boards namely MPSEB & CSEB after bifurcation of State of Madhya Pradesh. The GOI, Ministry of Power through the Gazette of India, Extraordinary – MOP, New Delhi Notification dated 04.11.2004 had finally divided the liability and assets of erstwhile MPEB into MPSEB and CSEB. In the aforesaid notification,

the liability of MPSEB has increased. Accordingly, we requested MPSEB to discharge the actual liability pending against two loan numbers 20104016 & 20104017 disputed earlier by CSEB. The MPSEB had informed that it had filed a petition in the Hon’ble Supreme Court against the notification-dated 04.11.2004. The petition was dismissed by Hon’ble Supreme Court on 25-01-2007 & directed MPSEB to honour its obligation. Accordingly, the MPSEB made one payment of Rs.42.00 crore with the instructions to adjust Rs.33.02 crore against these two loans and balance against other STL and EMI on 30.03.2007 and cleared the balance dues by 16.05.07 after waiver of penal interest of Rs. 4.49 crore accounted for in the earlier recovery.

3. During the reform process, Govt. of Karnataka (GoK) had taken over the loan liabilities of Karnataka Power

Transmission Corporation Ltd (KPTCL) amounting to Rs. 750.22 crore as on 01-06-2002. Though the loans were taken over by GOK, but the debt servicing of these loans were continued to be done by KPTCL till July 2004. After July 2004, KPTCL stopped debt servicing to PFC on behalf of GoK. The multipartite agreement in this regard is yet to be executed amongst PFC, KPTCL & GOK. The GOK is paying the dues through KPTCL, except interest, Penal Interest and interest on interest, which amounts to Rs 7.32 crore (Previous year Rs. 8.68 crore).However, the company is accounting for the receipts from the borrower as Interest, interest on interest and penal interest in terms of the agreement. As the amount in arrears remains that of principal and the same is less than six months, the account has been classified as standard asset. The company is constantly following up with the GOK for early recovery of the remaining dues, which had been claimed on the basis of the original agreement with the KPTCL. The management is confident of recovering the dues without any sacrifice.

4. A project under implementation having total outstanding of Rs 98.18 crore excluding additional disbursement of

Rs.70.00 crore under the loan (previous year as on 31.03.2006 Rs.99.27 crore exclusive additional disbursement of Rs 20.00 crore) has been considered as Standard Asset on the basis of RBI Circular No. DBS.FID.No.C-11/01.02.00/2001-02 dated 1.02.2002 read with D.O. letter DBS.FID No.1285/01.02.00/2001-02 dated 14.05.2002 though the borrower had not cleared its entire dues since 23.09.2000 except on additional loan of Rs.70.00 crore, keeping in view the positive factors in this project such as achievement of RBI norm for financial closure by tying up at least 90% of the project cost, substantial progress on the Project which is being monitored by MoP as well as PFC, availability of approvals for financial restructuring package from almost all the lenders and implementation of the Project by the Management appointed by the lenders. The interest on this loan is not recognized on accrual basis. A remittance of Rs.20.42 crore made during the year relating to past dues & disbursements have been accounted for in the books as income (including penal interest of Rs.8.48 crore) on receipt basis as per the terms of the original agreement. Further, the interest of Rs.3.55 crore earned on additional disbursed loan amount of Rs.70.00 crore has also been recognized as income on receipt basis.

5. In the case of one of the borrower, the in-principle approval of interest rate restructuring was given with effect

from 15.07.2004 but the same could not be implemented for want of certain information from the borrower. Income in respect of the loan from said borrower has been recognized in the books of accounts assuming the restructuring has been approved with effect from the above mentioned date. As the demand is being made to the borrower as per the old terms, the excess amount received from the borrower amounting to Rs.23.20 crore (previous year Rs.15.30 crore) is kept as Other Liabilities of the Company.

6. An amount of Rs. 12.78 crore due from a borrower from 01.10.2006 onwards, classified as standard asset by the

corporation as well as other consortium lenders on 31.03.2007 was classified by the corporation as sub standard asset in the subsequent period. All dues payable by the borrower were recovered on 13.06.2007.

7. The Corporation has not accounted for a demand on account of interest recoverable amounting to Rs.46.19 crore (previous year Rs. 39.80 crore) on a loan rescheduled in March 2000 and repayable with effect from 1.04.2005, as the same is being disputed by the party stating that the EMIs were paid as per rescheduled package and the same must have been recovered therein. The Corporation is pursuing the matter with the borrower and the same would be accounted for in the year of receipt. No interest is being accounted for on these dues as the initial demand itself is yet to be accepted by the party. However, principal dues in respect of this claim and other loans are being classified independently as per the prudential norms of the company. The matter is being followed up with the borrower to settle the issue as early as possible.

8. The Board of Directors in its 184th meeting held on 25.01.2003 approved a set of prudential norms for the Corporation to be applicable with effect from 01.04.2003. As per the provisions in the prudential norms, the guidelines are to be reviewed after three years from the date of implementation of these norms (i.e. the norms were applicable till 31.03.2006). It was decided in the meeting of Board of Directors held on 15.04.2006 and 18.05.2006that the prudential norms as applicable to financial year 2005-06 shall also be followed for the financial year 2006-07 till such time the new norms are approved and notified.

9. (i) Assets of Rs.43.20 crore (Previous year Rs.91.70 crore) were classified as Non Performing Assets in terms of prudential norms of the corporation. Accordingly, a provision of Rs.17.01 crore is held in the accounts (provision held in previous year Rs.21.87 crore).

(ii) The total principal loan amount in default (excluding NPAs) is Rs.13.70 crore, (previous year

Rs.26.15 crore) which is considered good. 10. The Corporation discontinued interest rate restructuring policy w.e.f. December 2005 therefore, the

Corporation has not done any interest rate restructuring during the current year (previous year Rs. 4057.66 crore). During the current year, an amount of Rs. Nil (previous year as on 31.03.2006 Rs 105.05 crore) has been received and credited to Profit & Loss Account as Interest Restructuring Premium.(Refer to schedule 10)

11. (i) The Corporation is not required to create Bond Redemption Reserve in respect of bonds by virtue of

the Department of Company Affairs’ Circular of 18.04.2002 according to which the financial institutions within the meaning of section 4A of the Companies Act 1956 were not required to create Bond Redemption Reserve in case of privately placed debentures.

(ii) The Corporation is not required to maintain Reserve Fund under Section 45- IC of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI vide its letter dated 24.01.2000.

12. (a) Expenditure in foreign currency (Actual outgo): (Rs. in crore)

S. No.

3. Description Year ended 31.03.2007

Year ended 31.03.2006

i) a) Interest on loans to foreign institutions b) Interest on FCNR-B loans to Banks

87.54 6.96

88.11 13.21

ii) Financial & Other charges 20.80 8.07 iii) Traveling Expenses 0.42 0.28 iv) Training Expenses 0.15 0.12

(b) Expenditure in foreign currency (Actual outgo) for IPO: (Rs. in crore)

S. No.

4. Description Year ended 31.03.2007

Year ended 31.03.2006

i) Traveling Expenses 0.26 NIL ii) Advertisement Expenses 0.10 NIL

13. Related Party Disclosures:

(a) Managerial Remuneration and related party disclosures: (Rs. in crore)

Chairman & Managing Director

Other Directors

For the year ended 31.03.2007

For the year ended 31.03.2006

For the year ended 31.03.2007

For the year ended 31.03.2006

Salaries & Allowances 0.11 0.05 0.33 0.23 Contribution to Provident Fund and other Welfare Fund

0.01 0.01 0.02 0.02

Other Perquisites 0.04 0.03 0.14 0.16

Remuneration paid to key managerial personnel, Dr. V K Garg, Chairman & Managing Director Rs 0.16 crore (previous year Rs. 0.08 crore), Shri V.S. Saxena, Director (IDA) Rs 0.16 crore (previous year Rs. 0.16 crore), Shri Shyam Wadhera, Director (Projects) Rs. 0.15 crore (previous year Rs. 0.13 crore) and Shri Satnam Singh, Director (F&FO) Rs.0.18 crore (previous year Rs. 0.13 crore). In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey upto a ceiling of 1000 kms per month on payment of Rs.520/- per month.

(b) Investment in subsidiaries (i) Government of India has designated the Corporation as the nodal agency for development of Ultra Mega Power Projects(UMPPs). The Corporation has established eleven subsidiaries to act as SPVs for developing nine UMPPs and two Transmission Projects with the intention that these subsidiaries will be handed over to the successful bidder on completion of the bidding process. As per AS 21 para 11, a subsidiary should be excluded from consolidation when control is intended to be temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal in the near future. Therefore, the financial statements of the subsidiaries are not consolidated with the financial statement of the Corporation. The financial statements of five subsidiaries namely Sasan Power Limited, Akaltara Power Limited, Coastal Karnataka Power Limited, Coastal Maharashtra Mega Power Limited and Coastal Andhra Power Limited as adopted by the Board of Directors of the respective companies for the year ended 31st March 2007 are attached as required under section 212 of Companies Act, 1956. The accounts of four subsidiaries namely Jharkhand Integrated Power Limited, Coastal Tamil Nadu Power Limited, Bokaro Kodarma Maithon Transmission Company Limited and East North Interconnections Company Limited have not been attached as accounts for these companies have not been finalized since they have been incorporated in the last quarter of the current financial year. Further, the Board of Directors of Orissa Integrated Power Ltd. have approved the extension of the financial year of the Company upto 30th September 2007 and in respect of Coastal Gujarat Power Ltd.,the accounts are yet to be adopted by the Company’s Board of Directors. (ii) Coastal Gujarat Power Ltd. and Sasan Power Ltd. had undertaken the bidding process for the Mundra and Sasan projects respectively. The transfer formalities have been completed for Mundra project. Certain issues with regard to Sasan UMPP which have arisen subsequent to issuance of Letter of Indent are being contractually and legally examined. The management believes that there will be no adverse impact on PFC’s balance sheet due to delay in award of Sasan UMPP. (iii) The details of amount recoverable from the respective SPVs are given hereunder:

(Rs. in crore) Name of the Subsidiary Company Amount as on

31.03.2007 Amount as on 31.03.2006

Sasan Power Limited 14.15 0.84 Akaltara Power Limited 0.05 0.08 Coastal Gujarat Power Limited 14.87 0.65 Coastal Karnataka Power Limited 0.51 0.07 Coastal Maharashtra Mega Power Limited 1.29 0.29 Coastal Andhra Power Limited 11.70 -- Orissa Integrated Power Limited 0.50 -- Costal Tamil Nadu Power Ltd. 0.14 -- Jharkhand Integrated Power Ltd 0.96 -- Bokaro Kodarma Maithon Tr. Co. Ltd. 0.13 -- East-North Interconnection Co. Ltd. 0.13 -- Total 44.43 1.93

Amount recoverable as on 31.03.2007 includes interest thereon.

(iv) The details of amount payable to SPVs (including interest) in respect of amount contributed by Power Procurers are given hereunder:

(Rs.in crore) Name of the Subsidiary Company Amount as on

31.03.2007 Amount as on 31.03.2006

Sasan Power Limited 41.68 0.00 Coastal Gujarat Power Limited 41.58 0.00 Coastal Andhra Power Limited 41.17 0.00 Orissa Integrated Power Limited 20.70 0.00 Costal Tamil Nadu Power Ltd. 30.28 0.00 Jharkhand Integrated Power Ltd. 36.83 0.00 Total 212.24 0.00

(c) Investment in Equity Share Capital of Ultra Mega Power Projects:

S.No. Name of the Company Date of Investment

Number of shares subscribed

Percentage of control

Amount (Rs.in crore)

1. Sasan Power Limited 28.07.2006 50000 100% 0.05 2. Coastal Gujarat Power Limited 11.08.2006 50000 100% 0.05

3. Coastal Karnataka Power Limited

14.09.2006 50000 100% 0.05

4. Coastal Maharashtra Mega Power Limited

05.09.2006 50000 100% 0.05

5. Coastal Andhra Power Limited 25.08.2006 50000 100% 0.05 6. Orissa Integrated Power Limited 05.09.2006 50000 100% 0.05 7. Jharkhand Integrated Power

Limited. 25.01.2007 50000 100% 0.05

8. Coastal Tamil Nadu Power Limited

31.01.2007 50000 100% 0.05

9. East-North Interconnection Co. Limited

13.02.2007 50000 100% 0.05

10. Bokaro-kodarma MAITHON Transmission Co. Limited

13.02.2007 50000 100% 0.05

TOTAL 500000 0.50

(d) In its capacity as a Nodal Agency for establishment and operationalization of SPVs for developing Ultra Mega Power Projects and Transmission Projects), the corporation has been rendering advisory and professional services to SPVs on various matters including corporate affairs, project developmental and bid process management. Accordingly, it has been decided to charge a fee of Rs.15.00 crore for rendering advisory and professional services for all UMPPs except in case of Mundra and Sasan Projects which were undertaken on promotional basis for which Rs. 5.00 crore will be charged. (e) Investment in Small is Beautiful Fund: - During the year, the Corporation has invested Rs 15.53 crore in units of “Small Is Beautiful” Fund bringing the total investment in units to Rs 20.55 crore (Previous year Rs.5.02 crore) @ Rs 10 per Unit., out of the total committed capital contribution of Rs.22.50 crore. Out of this, a portion of investment upto Rs.4.56 crore has also been disinvested, on which, a sum of Rs.0.805 crore as capital gain and Rs.0.29 crore as interest has been received during the year by the Corporation. The NAV of the Units of the Fund was Rs 9.686 per unit of Rs 10. The shortfall of Rs.0.50 crore (Previous year Rs.0.51 crore) has been provided for.

14. The Corporation created a Trust in 1993 in the name of “Exchange Risk Administration Fund (ERAF Trust)”

for the purpose of managing the foreign Exchange Risk. The Corporation and its borrowers who have availed the foreign currency loans, contributed to ERAF. However, due to withdrawal of Section 10(23E) and 10 (14A) of the Income Tax Act, 1961 with effect from 1.04.2002, the Corporation as well as its borrowers did not make further contributions to the ERAF. The amount received from ERAF Trust comprising of contribution of PFC, Karnataka Electricity Board – Post Repayment Fund (KEB-PRPF), A.P.State Electricity Board (APSEB) and Interest Differential Fund (IDF) of KfW Loan, had been taken in the books of Corporation under the head Exchange Risk Management Account (ERMA).

Further, in Finance Act 2007, Section 36(1)(x) of the I.T. Act has also been deleted. The ERAF Trust was liquidated on 30.09.2006.Pursuant to withdrawal of all tax benefits in respect of Exchange Risk Management Accounts and liquidation of ERAF Trust as above,, the Corporation undertook a comprehensive review of all the accounts and decided to close the ERMA account. Accordingly, the following balances in the ERMA, were transferred to various account as indicated and balances aggregating to Rs.101.56 crore were transferred to Profit and Loss A/c. The change in accounting policy in this regard has resulted in increase in income for the year by Rs. 101.56 crore, Provision for income tax and interest thereon by Rs. 46.28 crore and reduction in current liabilities by Rs. 101.56 crore.

(i) Contribution of PFC (CPFC)

The balance of Rs. 8901.69 crore lying in the CPFC fund as on 31.03.2007 (after adjusting the amount of Rs. 32.07 crore, i.e. the contribution made by PFC to ERAA) has been written back to P&L Account and offered for tax.

(ii) Post Repayment fund

The surplus fund of Rs 12.55 crore in PRPF account over and above the accumulative translation loss as on 31.03.2007 has been transferred to P&L Account and offered for tax, since the exchange loss till the date of complete repayment of Credit National Loan will be to the account of the Corporation.

(iii) ADB-CFS Funds

The ADB-CFS Fund in respect of loans on back to back basis from ADB to erstwhile APSEB, has a balance of Rs. 0.64 crore which is refundable to APGENCO and is transferred to separate account “Amount refundable/payable to APGENCO” to be adjusted on the next payment date i.e. 18.11.2007.

TNEB has prepaid the loan fully to PFC and hence exchange loss on account of repayment of loan to ADB-CFS relating to TNEB will be on account of PFC.

(iv) Interest Differential Fund (IDF) – KFW

Since the agreement entered into between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this Loan and any excess will be used in accordance with the agreement, the balance in the IDF fund has been kept under separate account head titled as KFW-Interest Differential Fund and shown as a liability. The total fund accumulated as on 31.03.2007 is Rs.38.61 crore after adjusting the translation loss of Rs. 12.09 crore.

15. The exchange gain (net) of Rs.7.39 crore (previous year (-) Rs.47.01 crore) arising on repayment and

translation of foreign currency assets and liabilities other than loans re-lent on back to back basis has been taken to Profit and Loss Account during the year.

16. (a) Assets under finance lease prior to 01.04.2001

(i) The Corporation has purchased assets amounting to Rs.279.99 crore from APSEB (now APGENCO), which in turn were leased out to them. Sale Deed between PFC and APSEB (now APGENCO) was executed on 14.02.97 for the amount of Rs.264.10 crore only. However, the execution of Supplementary Sale Deed for the balance amount of Rs.15.89 crore (previous year Rs 15.89 crore) is pending though the same has been considered for fixing lease rental.

In respect of the above, APGENCO requested for transfer of the residual asset (Boiler and Steam Turbine of Kothagudem TPS Stage-unit 9) after the expiry of the secondary lease period i.e. 2006-07.The commercial terms for continued deployment of these assets are under discussion with APGENCO.

(ii) In respect of assets leased to MSEB, the asset has been capitalized for Rs.5.47 crore. Out of the

above, the payment of Rs.0.45 crore (previous year Rs.0.45 crore) is still outstanding. However, the same has been considered for fixing lease rental.

(b) Asset under finance lease after 01.04.2001

(i) Gross investment in the leased assets and the present value of the minimum value receivable at the

balance sheet date has been covered in the note with the description as total of future minimum lease payments and present value of the lease payments amounting to Rs. 320.69 crore and Rs. 225.65 crore respectively. The reconciliation of these figures has also been indicated under the head “unmature finance charges” with an amount of Rs. 95.04 crore.

The future lease rentals are given below:- (Rs. in crore)

Period As on 31.03.2007

As on 31.03.2006

Total of future minimum lease payments (Gross Investments) 320.69 357.48 Present value of lease payments 225.65 244.20 Unmature finance charges 95.04 113.28 Maturity profile of total of future minimum lease payments

Not later than one year 40.91 40.91 Later than one year and not later than 5 years 163.62 160.09 Later than five years 116.16 156.48 Total 320.69 357.48

(ii) In case of Rajasthan Renewable Energy Corporation Ltd, the Corporation had sanctioned an amount

of Rs. 88.90 crore to RRECL in the year 2004 for financing Wind turbine Generator which was reduced to Rs. 88.85 crore in December 2006. The Gross Investment stood at the level of Rs. 92.32 crore. The lease rent is to be recovered within a period of 15 Years, which comprises of 10 years as a primary period and 5 years as a secondary period.

(iii) In case of Enercon Windfarms (Jaisalmer) Pvt. Ltd, the Corporation had sanctioned an amount of Rs. 98.44 crore to Enercon Windfars (Jaiselmer) in the year 2004 for financing Wind turbine Generator.The Gross Investment stood at Rs. 106.74 crore. The lease rent is to be recovered within a period of 20 Years, which, comprises of 10 years as a primary period and 10 years as a secondary period.

(iv) In case of Enercon Windfarms (Rajasthan) Pvt. Ltd, the Corporation had sanctioned an amount of Rs.

93.51 crore to Enercon Windfarms (Rajasthan) in the year 2004 for financing Wind turbine Generator.The Gross Investment stood at Rs. 121.63 crore. The lease rent is to be recovered within a period of 20 years which comprises of 10 years as a primary period and 10 years as a secondary period.

17. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

The Corporation is claiming subsidy from Govt. of India at Net Present Value calculated at indicative rates in accordance with GOI’s letter vide D.O.No.32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes.

The amount of Rs.1231.63 crore (previous year Rs. 1200.33 crore) under the head Interest Subsidy Fund

represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future under Accelerated Generation & Supply Programme (AG&SP) which comprises of the following: -

(Rs. in crore) As on

31.03.2007 As on 31.03.2006

Opening balance of Interest Subsidy 1200.33 1155.90 Add: - Received during the period : - Interest credited during the period

440.11 107.52

242.70 107.72

Less: Interest subsidy passed on to borrowers 516.33

305.99

Closing balance 1231.63 1200.33

Besides, the company received Interest subsidy of Rs. 449.29 crore for fifteen projects and withdrew subsidy of Rs. 282.72 crore involving seven projects. The company had received a sum of Rs. 375.16 crore as Interest subsidy for the projects on which the subsidy has been withdrawn. Out of this, the company has already utilized the subsidy of Rs.92.44 crore and the balance of Rs. 282.72 crore would be utilized for the projects now covered for AG & SP subsidy. The subsidy was released by the Ministry of Power vide their order dated 30.03.2007, and the balance amount of Rs.166.57 crore was received by the company on 3.04.2007.The consequential impact of this Interest subsidy received/withdrawn due to change in Interest Reset from three years to ten years necessitated by the existing policy of the company, amounting to net increase in interest income of Rs.58.94 crore has been accounted for in the accounts for the year 2006-07.

18. In February 2007, the corporation issued 11,73,16,700 fresh equity shares of face value of Rs. 10/- each at a premium of Rs. 75/- per share through an Initial Public Offer and these shares were allotted on 19.02.2007. The issued and paid up share capital increased from Rs. 1030.45 crore to Rs. 1147.77 crore and an amount of Rs 851.10 crore (net of issue expenses) has been credited to Securities Premium Account. Proceeds of the issue have been utilized for general business purposes.

19. Some of the State Electricity Boards against whom loans are outstanding were restructured by the respective State Governments and new entities were formed. Consequently, the liabilities stand transferred to new entities and transfer agreement were to be executed amongst the Corporation and New Entities. In case of UPSEB, GEB, MPSEB and MSEB (for one loan) transfer agreements are yet to be executed while in case of ASEB, it was executed in June 2007. Consequent upon the formation of new state of Chhatisgarh, the transfer agreements are yet to be executed in respect of loans transferred from MPSEB to CSEB.

20. (i) The Corporation has complied with all the applicable Accounting Standards issued by the

Institute of Chartered Accountants of India.

(ii) The Corporation does not have more than one reportable segment in terms of Accounting Standard No. 17 issued by the Institute of Chartered Accountants of India.

21. The net deferred tax liabilities is Rs. 1142.59 crore (previous year Rs.970.55 crore) computed as per Accounting Standard 22 - Accounting for Taxes on Income.

The break up of deferred tax liabilities is as under: - (Rs. in crore)

Description As on 31.03.07 As on 31.03.06 (a) Deferred Tax Asset (+) (i) Exchange Loss 31.87 14.29 (ii) Provision for expenses not deductible under Income Tax Act

7.67 6.34

(iii) Depreciation 0.31 0.63 (b) Deferred Tax Liabilities (-) (i) Amortization -0.01 -0.01 (ii) Lease Equalization -0.14 -2.99 (iii) Lease income on new leases -59.91 -46.12 (c) Special Reserve Rebate u/s 36(1)(viii) created and maintained

-1122.38 -942.69

Net Deferred Tax liabilities (-)/Assets (+) -1142.59 -970.55 22. The Deferred Tax Assets/Liabilities have been created in terms of the Accounting Standard 22 issued by the

Institute of Chartered Accountants of India (ICAI) since the year it became applicable to the company. In terms of the Transitional Provisions of this Accounting Standard, the accumulated DTL for the period prior to the adoption of this standard was charged to Revenue Reserves. During the year 2004-05 complying with the opinion of the expert advisory committee of the ICAI, the company created a Deferred tax liability for the “Special reserve created and maintained under section 36(1) (viii) of Income Tax Act.” for the first time. Accordingly, the accumulated balance of DTL amounting to Rs.539.39 crore on this account for the period 2001-02 to 2003-04 prior to date of adoption of this item under the AS 22 was charged to Revenue Reserves. However, subsequent DTL provisions including for 2006-07 on this account have been charged to the Profit and Loss Account. Expert Advisory Committee of the ICAI had suggested vide their letter dtd. 31.01.2006 for the rectification of DTL on Special Reserve created and maintained under Section 36(1) (viii) of Income Tax Act 1961 for the period 2001-02 to 2003-04 by charging to P&L Account and crediting the reserves by Rs.539.39 crore. CAG in its report on the accounts for the year ended 31.03.2006 has also made similar observation.

However, PFC has again taken up the issue for total withdrawal of DTL on Special Reserve with the ICAI and with Ministry of Corporate Affairs. The Institute in its letter dated 04-04-2007 stated that the Accounting Standard Board examined AS 22, Accounting for Taxes on Income, in the light of the opinion of the Expert Advisory Committee. It is further stated that “the Board decided to take up the revision of the standard on the lines of the corresponding IAS, namely, IAS 12, Income taxes, as a part of its convergence with IFRS project. It was argued that since IAS 12 is based on the ‘balance sheet approach ‘as against ‘income statement approach’ on which the existing AS 22 is based, the problem being encountered by the company may not arise”. Ministry of Corporate Affairs also endorsed the letter issued by ICAI to PFC.

In view of this, rectification as suggested by the ICAI vide their letter dtd. 31.01.2006 has not been carried out and pending revision of AS-22, the company has maintained status quo and continued the practice of creating the DTL on the Special Reserve created and maintained under section 36(1)(viii) of Income Tax Act, 1961

23. In terms of Accounting Standard No.20 issued by the Institute of Chartered Accountants, Earning per share

(Basic & Diluted) is worked out as follows: Particulars Amount

Rs. in crore

Current year (*)

AmountRs. in crore

Previous year

Nominal value of share (Rs.) 10.00 10.00 Number of equity share (No.) 1147766700 1030450000 (i) Net profit before prior period items / provision for

taxation for earlier years, extraordinary items and effect of change in accounting policy,

884.56 8.49 961.09 9.32

Prior period items / provision for taxation for earlier years

-0.02 0 9.86 0.10

(ii) Extraordinary items 0 0 0 0 (iii) Effect of change in accounting policy 101.56 0.97 0 0 (iv) Net profit (Total) 986.14 9.46 970.95 9.42

(*) EPS for the current year has been calculated on weighted average number of equity shares of 1042663793. 24. The Corporation has no outstanding liability towards small-scale industrial undertakings. 25. The value of lease hold land aggregating to Rs.38.62 crore (previous year Rs.34.30 crore) comprises of

amount of Rs.31.83 crore (previous year Rs.31.83 crore) paid as deposit to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India , stamp duty liability of Rs.2.47 crore (previous year Rs.2.47 crore) and capitalization of ground rent upto the date of completion of building of Rs 4.31 crore ( previous year Rs. Nil) In accordance with Memorandum of Agreement (MOA) executed with L&DO, the lease deed shall be executed after completion of the building. Pending execution of perpetual lease deed, (which does not have limited useful life) the value of leasehold land is not amortized and /or no provision for depreciation has been made on the said leasehold land.

26. Liabilities and assets denominated in foreign currency have been translated at TT selling rate of SBI at period-

end as given below: -

S. No. Exchange Rates 31.03.2007 31.03.2006 1 Rs./US$ 43.77 44.86 2 Rs./1 Yen 0.3724 0.3830 3 Rs./EURO 58.34 54.73

27. Pending receipt / approval of some of the final bills of contractors, the cost of building, plant & machinery,

equipment and furniture and fixtures have been capitalized during the year on a provisional basis. Depreciation has also been provided on provisional capitalization amounts.

28. Provision for gratuity, sick leave, earned leave, post retirement medical benefits, economic rehabilitation

benefit, leave travel concession, settlement allowance after retirement and service award scheme are accounted for on actuarial basis at the year end as per AS-15.

29. During the year, the Corporation has sent letters seeking confirmation of balances to borrowers. However, c onfirmation in a few cases is yet to be received. 30. Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable

with the current year. 31. Figures have been rounded off to crore of rupees with two decimals.

-----

ANNEXURE - VI RELATED PARTY DISCLOSURES (STANDALONE)

As per the Accounting Standard (AS) 18 on Related Party Disclosures, the related parties, nature and volume of transactions carried out with them in ordinary course of business are as follows:

(Rs. in Crore)

Name of Party Relationship Nature of Transaction Payments For the Year ended Receivable / (Payable) As at

31-Mar-11

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar-07 31-Mar-11

31-Mar-10

31-Mar-09

31-Mar-08

31-Mar-07

Satnam Singh CMD Managerial Remuneration 0.38 0.47 0.30 - -

V K Garg CMD Managerial Remuneration - - 0.16 0.23 0.16

Satnam Singh Director Managerial Remuneration - 0.07 0.11 0.23 0.18

V S Sexena Director Managerial Remuneration - 0.00 0.00 0.13 0.16

Shyam Wadhera Director Managerial Remuneration - - 0.14 0.22 0.15

M K Goel Director Managerial Remuneration 0.39 0.52 0.23 0.13 -

Rajiv Sharma Director Managerial Remuneration 0.37 0.34 0.01 - -

R Nagarajan Director Managerial Remuneration 0.33 0.19 - - -

PFC Consulting Limited Subsidiary Company

-- -- -- - - 0.00 (1.86) 0.32 0.00 0.00 PFC Green Energy Limited Subsidiary

Company -- -- -- - - 2.25 0.00 0.00 0.00 0.00

Coastal Maharashtra Mega Power Limited

Subs

idia

ry C

ompa

nies

pro

mot

ed a

s SP

Vs f

or U

ltra

Meg

a Po

wer

Pro

ject

s

-- -- -- -- -- (40.77) (38.68) (37.99) 2.33 1.29 Orissa Integrated Power Limited -- -- -- -- -- 5.93 (34.38) (41.22) (40.68) (20.20) Coastal Karnataka Power Limited -- -- -- -- -- 2.08 1.83 1.46 0.73 0.51 Coastal Tamil Nadu Power Limited -- -- -- -- -- (31.28) (35.71) (36.65) (37.39) (30.14) Bokaro-kodarma MAITHON Transmission Co. Limited

-- -- -- -- -- 0.00 0.00 1.12 0.78 0.13

Chhattisgarh Surguja Power Limited -- -- -- -- -- (5.08) (8.88) (28.53) 0.29 0.05 Sakhigopal Integrated Power Limited -- -- -- -- -- (17.09) (4.91) 0.00 0.00 0.00 Ghogarpalli Integrated Power Limited -- -- -- -- -- (15.99) 0.24 0.00 0.00 0.00 Tatiya Andhra Mega Power Limited -- -- -- -- -- (13.86) 0.88 0.00 0.00 0.00 East-North Interconnection Co. Limited -- -- -- -- -- 0.00 0.00 2.14 0.96 0.13 Jharkhand Integrated Power Limited. -- -- -- -- -- 0.00 0.00 (0.37) (6.77) (35.87) Coastal Gujarat Power Limited -- -- -- -- -- 0.00 0.00 0.00 0.00 (26.71) Coastal Andhra Power Limited -- -- -- -- -- 0.00 0.00 0.00 0.00 (29.47) Sasan Power Limited

-- -- -- -- -- 0.00 0.00 0.00 0.00 (27.53)

ANNEXURE - VII

Summary of Accounting Ratios

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Net Profit after tax 2619.58 2357.25 1969.96 1206.76 986.14

Weighted average number of shares outstanding during the year

1147766700 1147766700 1147766700 1147766700 1042663793 Net Worth 14197.41 12418.72 10789.67 8688.16 8042.37 Average Net Worth 13308.07 11604.20 9738.92 8365.27 7254.17

Accounting Ratios

Basic & Diluted Earning Per Share 22.82 20.54 17.16 10.51 9.46 Net Assets Value Per Share (Rs.) 123.70 108.20 94.01 75.70 77.13 Return on Average Net Worth(%) 19.68% 20.31% 20.23% 14.43% 13.59%

Long Term Debt / Networth 5.59 5.22 4.70 4.39 3.89

ANNEXURE - VIII

Statement of Dividend paid

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Equity share capital 1147.77 1147.77 1147.77 1147.77 1147.77

Amount of Dividend: Interim / Proposed Interim 401.72 344.33 304.16 286.94 145.00 Final 197.99 172.17 154.95 114.78 114.78 Total 599.71 516.50 459.11 401.72 259.78

Rate of Dividend ** 50.00% 45.00% 40.00% 35.00% 22.63%

Corporate Dividend Tax 98.84 87.78 78.02 68.28 39.85

** Refer note no. 23 of FY 2010-11 of Annexure V

ANNEXURE - IX Statement of tax shelters

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Profit before Tax as per books of accounts (A) 3,544.21 3,013.34 1,990.45 1,782.48 1,511.55 (before prior period adjustments) Income Tax Rate 33.2175% 33.99% 33.99% 33.99% 33.66% Tax at above rate 1,177.30 1,024.23 676.55 605.86 508.79 Adjustments: Permanent Differences : Profit / Loss on sale of Fixed Assets 0.06 0.02 0.01 0.12 -0.01 Donations as per books of accounts 0.00 -4.98 4.98 0.00 0.10 Wealth Tax 0.00 0.01 0.01 0.01 0.01 Prior Period Adjustments 0.00 0.08 0.81 5.18 -0.02 Exempted Income u/s 10(34) Dividend Income -6.41 -1.71 -1.62 -1.26 -1.20 Reserve for bad & doubtful debts u/s 36(1)(viia)( c ) -142.46 -123.92 -76.45 -90.97 -78.52 Special Reserves u/s 36(1)(viii) * -598.47 -568.61 -346.23 0.00 0.00 Contribution to ERMA in r/o KFW-IDF Fund 0.00 0.00 0.00 0.00 32.09 Rental Income -0.02 -0.04 -0.03 -0.05 -0.03 Profit on sale of investment -1.78 -3.78 0.00 -2.98 -0.80 Expenses disallowed under Income Tax Act,1961 4.39 3.10 3.07 2.85 0.00 Other Income (Special Reserve claimed & written back due to Prepayment of loans)

12.83 7.14 0.00 0.00 0.00

Total Permanent Difference (B) -731.86 -692.69 -415.45 -87.10 -48.38 Timing Difference: Difference between depreciation as per Companies Act & depreciation as per Income Tax Act, 1961

-178.45 -1.90 -2.52 -5.60 -22.39

Special Reserves u/s 36(1)(viii)* 0.00 0.00 0.00 -311.84 -501.47 Lease Income(new leases) 29.26 30.97 20.08 20.96 20.53 Lease Equilisation 0.00 0.00 0.27 0.24 14.21

Provision for Contingencies 31.79 -0.57 2.16 -10.21 -4.85 Provision for Decline in Value of Investments -0.07 -1.52 1.49 -0.24 -0.01 Provision for Retirement Benefits 10.59 5.70 0.00 5.02 2.77 Foreign Exchange Fluctuation Loss/Gain(-) 0.00 0.00 -143.98 23.00 18.51 Total Timing Differences (C) -106.88 32.68 -122.50 -278.67 -472.70 Taxable Rental Income(D) 0.02 0.03 0.02 0.04 0.02 Long Term Capital Gain 1.34 0.00 0.00 0.59 0.80 Short Term Capital Gain u/s 111A 0.00 0.00 0.00 2.71 0.00 Short Term Capital Gain other than u/s 111A 0.00 1.09 0.00 0.00 0.00 Total Capital gain (E) 1.34 1.09 0.00 3.30 0.80 Donations u/s 80G (F) 0.00 0.00 4.98 0.00 0.10 Taxable Profit (A)+(B)+( C) + (D) +(E) - (F) 2,706.83 2,354.45 1,447.54 1,420.05 991.19 Tax on Income Other than Capital Gain 898.69 799.90 492.02 481.54 333.37 Tax on Capital Gain 0.30 0.37 0.00 0.44 0.18 Total Tax Liability 898.99 800.27 492.02 481.98 333.55 Interest u/s 234B/ 234C 0.22 0.28 0.00 0.29 4.67 Total Tax Liability 899.21 800.55 492.02 482.27 338.22

* Based upon the clarification received from the Accounting Standard Board of Institute of Chartered Accountants of India (ICAI) vide letter dated 02.06.2009, the Company had stopped creating DTL on special reserve created and maintained from Financial Year 2008-09

ANNEXURE - X Capitalization Statement

(Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2008

As at 31.03.2007

Debts

Short term debt 6291.04 2325.12 1400.00 2480.00 2311.00 Long term debt 79307.53 64783.29 50760.15 38167.81 31273.18

Total Debt 85598.57 67108.41 52160.15 40647.81 33584.18

Shareholders’ Funds Share Capital 1147.77 1147.77 1147.77 1147.77 1147.77 Reserves & Surplus 14034.72 12113.02 10360.05 8182.08 7445.32 (-) Revaluation Reserve 0.00 0.00 0.00 0.00 0.00 Net Reserves(Net of Revaluation) 14034.72 12113.02 10360.05 8182.08 7445.32 (-) Reserve for bad and doubtful debts u/s 36(1)(vii a)(c) of IT Act,1961 984.88 842.07 718.15 641.69 550.72 (-) Miscellaneous Expenditure (to the extent not written off) 0.20 0.00 0.00 0.00 0.00

Networth 14197.41 12418.72 10789.67 8688.16 8042.37

Long Term Debt / Networth 5.59 5.22 4.70 4.39 3.89

ANNEXURE - XI

Details of Contingent Liabilities as at

(Rs. In crore)

Nature of Transaction 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 31-Mar-07

Guarantees issued in foreign currency 67.02 85.23 116.08 107.47 132.68

Guarantees issued in Indian currency 450.04 400.04 400.04 400.04 224.52

Demand Raised by authorities and disputed 14.32 49.98 104.99 232.29 232.57

Claims not accepted 7.80 7.80 7.80 7.80 0.00

Letter of Comfort 5,758.02 3,414.21 394.88 795.21 1,083.27

Capital Contract 3.70 4.26 0.00 0.17 0.00

Cess on turnover or Gross Receipt 0.00 0.00 0.00 21.43 0.00

ANNEXURE - XII

POWER FINANCE CORPORATION LIMITED

Statement of Consolidated Assets & Liabilities

(Rs. in crore)

Description Schedule Number

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

I . SOURCES OF FUNDS

(1) Share Holder's Funds (a) Share Capital 1 1147.77 1147.77 1147.77 (b) Reserves & Surplus 2 14093.04 12143.80 10369.78

15240.81 13291.57 11517.55 (2) Loans Funds

Secured Loans 3 235.36 0.00 0.00 Unsecured Loans 3 85363.21 67108.41 52160.15

85598.57 67108.41 52160.15

(3) Interest Subsidy Fund from GOI 451.87 663.49 908.94

(4) Deferred Tax Liablity (Net of Asset ) 82.90 46.93 55.48

Total 101374.15 81110.40 64642.12

II . APPLICATION OF FUNDS

(1) Fixed Assets 4 (a) Gross Block 99.15 93.31 97.37 Less : Depreciation 24.57 20.47 22.19 Net Block 74.58 72.84 75.18

(c) Capital Works in Progress 2.28 1.73 0.00

(2) Investments 5 26.63 30.02 35.08

(3) Loans 6 99570.74 79855.76 64428.99

(4) Current Assets, Loans & Advances 7 (a) Cash & Bank Balances 2444.19 1460.39 418.99 (b) Other Current Assets 1943.64 1599.14 1345.35 (c) Loans & Advances 663.18 504.85 449.89

5051.01 3564.38 2214.23 Less : Current Liabilities & Provisions 8 (a) Current Liabilites 3040.47 2167.23 1880.38 (b) Provisions 310.82 247.10 231.02

3351.29 2414.33 2111.40

Net Current Assets 1699.72 1150.05 102.83

(5) MISCELLANEOUS EXPENDITURE (To the extent not written-off or adjusted) Preliminary Expenses 0.20 0.00 0.04

101374.15 81110.40 64642.12

ANNEXURE - XIII

POWER FINANCE CORPORATION LIMITED

Statement of Consolidated Profits

(Rs. in crore)

Description Schedule Number Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

INCOME Operating Income 9 10174.95 8043.20 6572.02 Other Income 10 39.15 78.51 27.58 Exchange Risk Management Account written back Total 10214.10 8121.71 6599.60

EXPENSES Interest and other charges 11 6426.46 4915.39 4436.61 Bonds Issue Expenses 12 63.05 43.79 65.68 Personnel & Administration Expenses 13 102.11 114.93 84.03 Depreciation 4.31 3.40 3.85 Amortisation of Intangible Assets 0.77 0.43 0.28 Provision for Contingencies 31.79 -0.57 2.17 Provision for decline in value of investments -0.06 -1.52 1.49 Preliminary Expenses written off 0.00 0.34 0.01

Total 6628.43 5076.19 4594.12

Profit for the year 3585.67 3045.52 2005.48 Prior Period adjustments 14 -0.08 0.10 0.02

Profit before tax 3585.59 3045.62 2005.50 Less(-)/Add(+) : Provision for taxation - Current Year :- - Tax -912.94 -811.66 -497.27 - Earlier Years :- - Tax 10.45 135.79 32.61

Less/Add: Deferred tax liability(-)/Asset(+) - Current Year -35.98 8.55 -43.61 - Reversal of DTL of Earlier Years (Refer Note No.19 of Schedule-18, Notes on Accounts of FY 2008-09)

0.00 0.00 483.24

Less(-) / Add(+) : Provision for fringe benefit tax 0.00 0.00 -0.78

Profit after tax available for appropriations 15 2647.12 2378.30 1979.69    

SCHEDULE – 1

SHARE CAPITAL

(Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

Authorised :

200,00,00,000 Equity shares of Rs.10/- each (Previous year 200,00,00,000 shares of Rs.10/- each)

2000.00 2000.00 2000.00

Issued, subscribed and paid up :

114,77,66,700 Equity shares of Rs.10/- each fully paid-up

1147.77 1147.77 1147.77

TOTAL 1147.77 1147.77 1147.77 SCHEDULE – 2 RESERVES & SURPLUS

(Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

Reserve for Bad & doubtful debts u/s 36(1)(viia)(c) of Income-Tax Act,1961

842.07 718.15 641.69 Add : Transfer from Profit & Loss Account 142.47 123.92 76.46 Add : Transfer from Surplus in Profit & Loss Account * 0.34 0.00 0.00

984.88 842.07 718.15

Special Reserve created u/s 36(1)(viii) of Income Tax Act, 1961 upto Financial Year 1996-97 599.85 599.85 599.85

Special Reserve created and maintained u/s 36(1)(viii) of Income Tax Act, 1961 from Financial Year 1997-98 4574.64 4006.03 3613.94 Add : Transfer from Profit & Loss Account 634.32 568.61 346.23

Add : Transfer from General Reserve / Surplus in Profit & Loss Account *

0.27 0.00 45.86

Add : Transfer from Profit & Loss Account (Balance Sheet head) ***

7.92 0.00 0.00

Less: Transfer to Surplus in Profit & Loss Account **** 12.83 0.00 0.00

5204.32 4574.64 4006.03

Securities Premium Account 851.10 851.10 851.10 Add : Proceeds on Issue of shares (IPO) 0.00 0.00 0.00 Less : IPO expenses 0.00 0.00 0.00

851.10 851.10 851.10

General Reserve 2031.97 1795.97 1615.41 Add : Transfer from Profit & Loss Account 262.00 236.00 197.00

Less : Transfers to Special Reserve under Income Tax Act, 1961 * 0.00 0.00 16.44

2293.97 2031.97 1795.97

Debetnture Redemption Reserve Opening Balance 0.00 0.00 0.00 Add Addition during the year 0.06 0.00 0.00

0.06 0.00 0.00

Surplus in Profit and Loss Account Opening balance 3244.17 2398.68 860.09 Add : Transfer from Profit & Loss Account 909.72 845.49 822.87

Add : Adjustments during the current year ** 0.67 0.00 745.14

Add : Transfers from Special Reserve under Income Tax Act, 1961 ****

12.83 0.00 0.00

Less : Transfers to Reserve for Bad & doubtful debts and Special Reserve under Income Tax Act, 1961 * 0.61 0.00 29.42

Less : Transfers to Special Reserve under Income Tax Act, 1961 *** 7.92 0.00 0.00

4158.86 3244.17 2398.68

TOTAL # 14093.04 12143.80 10369.78

* Transferred to match the deduction claimed as per the Income tax return for the Assessment Year 2010-11. ** On account of reversal of excess corporate dividend tax provided for during the FY 2009-10.

*** Additional special reserve created for Assessment Year 2009-10 to match with our claim as per revised return .

**** Surplus special reserve has been reversed due to pre payment of loans before five years .

Note : All the notes mentioned above pertain to the Financial Year 2010-11.

SCHEDULE - 3 LOANS FUNDS

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

A Secured I. Bonds

a) Infrastructure Bonds (Refer Note 1) 235.36 0.00 0.00 Sub - Total - (A) 235.36 0.00 0.00 B Unsecured I. Bonds

a) Bonds Guaranteed by the Government of India (Refer Note 2) 22.00 42.00 62.00

b) Other Bonds (Refer Note 3 to 13) 55879.64 45759.43 35417.15 c) Foreign Currency Notes (Refer Note 15) 812.52 820.44 1402.42 56,714.16 46,621.87 36,881.57 II. Loans a) Long Term Loans (Refer Note 16)

(i) Foreign Currency Loans from Foreign banks / Institutions ( Guaranteed by the Govt. of India ) 331.54 389.04 505.28

(ii) Syndicated Foreign Currency Loans from banks / Institutions 3637.91 1367.40 476.00

(iii) Foreign Currency Loans ( FCNR(B) from banks ) 180.56 181.98 205.80

(iv) Rupee Term Loans ( From Banks ) 17078.00 14793.00 11891.50

(v) Rupee Term Loans ( From Financial Institutions ) 1130.00 1430.00 800.00

22,358.01 18,161.42 13,878.58 b) Short Term Loans (i) Rupee Term Loans ( From Banks ) 2,100.00 0.00 400.00

(ii) Rupee Term Loans ( From Financial Institutions ) 0.00 0.00 0.00

(iii) Foreign Currency Loans ( FCNR(B) from banks ) 0.00 0.00 0.00

(iv) Commercial Paper 1,950.00 650.00 1000.00

(v) Working Capital Demand Loan/OD/CC/Loan Against FD/Line of Credit

2,241.04 1675.12 0.00 6,291.04 2,325.12 1,400.00 Sub - Total - (B) 85,363.21 67,108.41 52,160.15 TOTAL 85598.57 67108.41 52160.15

Notes to Schedule 3 (pertaining to Loans outstanding as at 31.03.2011) :

1 The details of Infrastructure Bonds outstanding as at 31.03.2011 are as follows:

Bond Series Date of allotment

Amount (Rs. in crore)

Redemption details

Infrastructure Bonds Series-1 31.03.2011 66.84

They are redeemable at par, one date, being the date falling ten years from the Date of allotment and / or are redeemable at par, one date, being the date falling five years and one day from the Date of Allotment on exercising the put option by the bondholders.

Infrastructure Bonds Series-2 31.03.2011 139.67

They are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling ten years from the date of allotment and / or are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling five years and one day from the date of allotment on exercising the put option by the bondholders.

Infrastructure Bonds Series-3 31.03.2011 6.13

They are redeemable at par, one date, being the date falling fifteen years from the date of allotment and / or are redeemable at par, one date, being the date falling seven years and one day from the date of allotment on exercising the put option by the bondholders.

Infrastructure Bonds Series-4 31.03.2011 22.72

They are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling fifteen years from the date of allotment and / or are redeemable at par with cumulative interest and interest on application interest compounded annually, one date, being the date falling seven years and one day from the date of allotment on exercising the put option by the bondholders.

2 The details of Government guaranteed bonds outstanding as at 31.03.2011 are as follows:

Bond Series Amount (Rs. in crore)

Date of Redemption

12.00 % Bonds - IV Series 22.00 10.02.2012

3 9.70% Taxable Unsecured redeemable bonds 2011 - X Series of Rs.354.00 crore are issued with separately transferable redeemable principal parts (STRPP) with each bond bearing a total face value of Rs.1,00,00,000 each comprising 7 detachable and separately transferable principal parts - I and VII parts of Rs.15,00,000/- each and II to VI parts of Rs.14,00,000/- each. The separate principal parts are designated as A,B,C,D,E,F and G. Parts A,B,C, D, E & F amounting to Rs.53.10 crore, Rs.49.56 crore, Rs.49.56 crore, Rs.49.56 crore, 49.56 crore & Rs. 49.56 crore respectively have been redeemed on 23.11.2005, 23.11.2006, 23.11.2007, 23.11.2008, 23.11.2009 & 23.11.2010 respectively. The separate principal parts designated as F and G will be redeemed at par as follows:

PART Date of Redemption Amount (Rs. in crore)

G 23.11.2011 53.10

4 9.25% Taxable non-cummulative Unsecured redeemable Bonds 2012- XI Series of Rs.774.97 crore have been alloted on 20.02.2002. They are redeemable at par on the expiry of 10 years from the date of allotment and / or are redeemable at par after expiry of 7 years on exercising the put or call option by the bondholders or by the Company. Put option for Rs.30.89 crore has been exercised by the bondholders on 20.02.2009.

5 9.60% Taxable non-cummulative Unsecured redeemable Bonds 2017 - XIII Series of Rs. 125.00 crore and

Rs.65.00 crore have been alloted on 16.5.2002 and 24.5.2002 respectively. They are redeemable at par on the expiry of 15 years from the date of allotment.

6 8.21% Taxable non-cummulative Unsecured redeemable Bonds 2017 - XVII Series of Rs. 250.00 crore have been

alloted on 03.10.2002. They are redeemable in 10 equal annual instalments beginning from the date next to the expiry of the 6th year after an initial moratorium period of 5 years from the date of allotment. An amount of Rs.25.00 crore each amounting to Rs. 75 crore was redeemed on 03.10.2008 , 03.10.2009 and 03.10.2010 respectively. The date and the amount of the bonds to be redeemed are as follows :-

Date of Redemption

Amount (Rs. in crore)

3.10.2011 25.00 3.10.2012 25.00 3.10.2013 25.00 3.10.2014 25.00 3.10.2015 25.00 3.10.2016 25.00 3.10.2017 25.00

7 7.87% Taxable non-cummulative Unsecured redeemable Bonds 2017 - XVIII Series of Rs. 250.00 crore have been alloted on 13.11.2002. They are redeemable in 10 equal annual instalments beginning from the date next to the expiry of the 6th year after an initial moratorium period of 5 years from the date of allotment. An amount of Rs.25.00 crore each amounting to Rs. 75 crore was redeemed on 13.11.2008, 13.11.2009 & 13.11.2010 respectively . The date and the amount of the bonds to be redeemed are as follows :-

Date of Redemption

Amount (Rs. in crore)

13.11.2011 25.00 13.11.2012 25.00 13.11.2013 25.00 13.11.2014 25.00 13.11.2015 25.00 13.11.2016 25.00 13.11.2017 25.00

8 Zero Coupon unsecured Taxable Bonds 2022-XIX Series of Rs. 300.56 crore (previous year Rs. 278.04 crore) are redeemable at face value of Rs.750.00 crore on 30.12.2022 [(net of Unamortised Interest of Rs. 449.44 crore ( previous year Rs.471.96 crore )].

9 6.80% Taxable non cummmulative unsecured redeemable Bonds 2011 - XXI - A Series of Rs.301.00 crore have

been alloted on 02.11.2004. They are redeemable at par on expiry of 7 years from the date of allotment and / or are redeemable at par after the expiry of 5 years on exercising the ' put or call option ' by the bondholders or by the Company. Put option for Rs.215 crore has been exercised by the bondholders on 02.11.2009.

10 7.00% Taxable non cummmulative unsecured redeemable Bonds 2014 - XXI - B Series of Rs.168.80 crore have

been alloted on 02.11.2004. They are redeemable at par on expiry of 10 years from the date of allotment and / or are redeemable at par after the expiry of 7 years on exercising the ' put or call option ' by the bondholders or by the Company.

11 7.00% Taxable non cummmulative unsecured redeemable Bonds 2011 - XXII Series of Rs.1040.70 crore have

been alloted on 24.12.2004. They are redeemable at par on expiry of 7 years from the date of allotment and / or are redeemable at par after the expiry of 5 years on exercising the ' put or call option ' by the bondholders or by the Company. Put option for Rs.346.40 crore has been exercised by the bondholders on 24.12.2009.

12 7.00% Taxable non cummmulative unsecured redeemable Bonds 2012 - XXIII Series of Rs.349.90 crore have

been alloted on 05.07.2005. They are redeemable at par on expiry of 7 years from the date of allotment and / or are redeemable at par after the expiry of 5 years on exercising the ' put or call option ' by the bondholders or by the Company. Put option for Rs.147.20 crore has been exercised by the bondholders on 05.07.2010.

13 The details of unsecured Taxable (Non cumulative) Bonds series XXIV to LXXI are as follows :

Bond Series Coupon Rate Date of Redemption

Amount (Rs. in crore)

XXV Series 7.60% 30.12.2015 1734.70 XXVI Series 7.95% 24.02.2016 1261.80 XXVII - A Series 8.20% 17.03.2016 1000.00 XXVII - B Series 8.09% 17.03.2013 850.00 XXVIII Series 8.85% 31.05.2021 600.00 XXIX - A Series 8.80% 07.09.2016 250.00 XXIX - B Series 8.55% 07.09.2011 300.00 XXX Series 8.49% 09.10.2011 480.00 XXXI - A Series 8.78% 11.12.2016 1451.20 XXXII Series 9.25% 19.02.2012 578.50 XXXIII - A Series 9.80% 22.03.2012 122.00 XXXIII - B Series 9.90% 22.03.2017 561.50 XXXIV Series 9.90% 30.03.2017 500.50 XXXV Series 9.96% 18.05.2017 530.00 XXXVI - B Series 10.00% 15.06.2012 436.30 XXXVIII Series 9.80% 20.09.2012 1862.00 XL - B Series 9.22% 28.12.2012 510.00 XL - C Series 9.28% 28.12.2017 650.00 XLI - B Series 8.94% 15.01.2013 265.00 XLII - B Series 9.03% 15.02.2013 319.00 XLIII - B Series 9.30% 12.03.2013 271.60

XLIV Series 9.40% 25.03.2013 1260.30

XLVI Series MIBOR +215 bps 29.05.2011 475.00

XLVII - A Series 9.55% 09.06.2011 450.60 XLVII - B Series 9.60% 09.06.2013 495.30 XLVII - C Series 9.68% 09.06.2018 780.70 XLVIII - A Series 10.75% 15.07.2011 571.50 XLVIII - B Series 10.70% 15.07.2013 217.40 XLVIII - C Series 10.55% 15.07.2018 259.70 XLIX - A Series 10.90% 11.08.2013 313.60 XLIX - B Series 10.85% 11.08.2018 428.60 L - A Series 10.85% 25.08.2011 143.00 L - B Series 10.75% 25.08.2013 78.40 L - C Series 10.70% 25.08.2015 80.80 LI - A Series 11.15% 15.09.2011 495.20 LI - B Series 11.10% 15.09.2013 594.00 LI - C Series 11.00% 15.09.2018 3024.40 LII - A Series 11.40% 28.11.2013 662.70 LII - B Series 11.30% 28.11.2015 5.80 LII - C Series 11.25% 28.11.2018 1950.60 LIV - A Series 8.90% 16.02.2014 196.50 LV - A Series 6.90% 11.05.2012 877.00 LV - B Series 7.50% 11.05.2014 146.90 LVI Series 7.20% 09.07.2012 525.00 LVII - B Series 8.60% 07.08.2014 866.50 8.60% 07.08.2019 866.50 8.60% 07.08.2024 866.50 LVIII - A Series 7.75% 17.09.2012 100.00 LVIII - B Series 8.45% 17.09.2014 331.10 LIX - A Series 8.45% 15.10.2014 288.20 LIX - B Series 8.80% 15.10.2019 1216.60

LX - A Series 1 year INCMTBMK + 135 bps 20.11.2012 175.00

LX - B Series 1 year INCMTBMK + 179 bps 20.11.2019 925.00

LXI - Series 8.50% 15.12.2014 351.00 8.50% 15.12.2019 351.00 8.50% 15.12.2024 351.00 LXII - A Series 8.70% 15.01.2020 845.40 LXII - B Series 8.80% 15.01.2025 1172.60 LXIII - Series 8.90% 15.03.2015 184.00 8.90% 15.03.2020 184.00 8.90% 15.03.2025 184.00 LXIV - Series 8.95% 30.03.2015 492.00 8.95% 30.03.2020 492.00 8.95% 30.03.2025 492.00 LXV - Series 8.70% 14.05.2015 1337.50 8.70% 14.05.2020 162.50

1 year INCMTBMK + 98 bps 14.05.2020 1175.00

1 year INCMTBMK + 63.5 bps 14.05.2025 250.00

8.70% 14.05.2025 1087.50

LXVI - A Series 3 year INCMTBMK + 87.50 bps 15.06.2020 500.00

LXVI - B Series 3 year INCMTBMK + 84.25 bps 15.06.2025 700.00

8.75% 15.06.2025 832.00 LXVI - C Series 8.85% 15.06.2030 633.00 LXVII Series 7.10% 15.07.2012 1100.00 LXVIII - A Series 8.25% 15.07.2015 147.00 LXVIII - B Series 8.70% 15.07.2020 1424.00 LXIX - Series 7.89% 15.09.2012 950.00 LXX Series 8.78% 15.11.2020 1549.00 LXXI - A Series 9.05% 15.12.2020 192.70 LXXI - B Series 9.05% 15.12.2025 192.70 LXXI - C Series 9.05% 15.12.2030 192.70 LXXII - A Series 8.97% 15.01.2018 144.00 LXXII - B Series 8.99% 15.01.2021 1219.00

14 As at 31.03.2011, Bonds of Rs.3.40 crore (previous year Rs.3.42 crore) are held by PFC Ltd. Employees Provident Fund Trust and Bonds of Rs.0.70 crore (previous year Rs.0.70 crore) are held by PFC Ltd. Gratuity Trust.

15 Foreign currency 6.61 % Senior Notes (USPP - I) of USD 180 million amounting to Rs.812.52 crore (previous year Rs.820.44 crore) are redeemable at par on 05.09.2017.

16 Long term loans due for repayment within one year are Rs. 3513.50 crore (previous year Rs.5256.62 crore).

SCHEDULE - 4

FIXED ASSETS (Rs. in crore)

Description GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

I. TANGIBLE ASSETS : Owned Assets Land (Freehold) 2.59 2.59 2.59 0.00 0.00 0.00 2.59 2.59 2.59 Land (Leasehold) 37.87 38.33 38.33 0.00 0.00 0.00 37.87 38.33 38.33 Buildings 24.14 24.14 24.14 5.33 4.34 3.30 18.81 19.80 20.84 EDP Equipments 11.37 7.40 6.70 7.07 6.08 5.43 4.30 1.32 1.27 Office and other equipments 11.60 11.21 11.06 6.04 5.19 4.25 5.56 6.02 6.81 Furniture & Fixtures 7.22 7.05 6.90 4.46 3.89 3.21 2.76 3.16 3.69 Vehicles 0.13 0.18 0.18 0.11 0.15 0.14 0.02 0.03 0.04 Sub total 94.92 90.90 89.90 23.01 19.65 16.33 71.91 71.25 73.57

Leased Assets Plant & Machinery 0.00 0.00 5.47 0.00 0.00 5.47 0.00 0.00 0.00 Lease Adjustment 0.00 0.00 0.00 Total 94.92 90.90 95.37 23.01 19.65 21.80 71.91 71.25 73.57

II. Intangible Assets :

Purchased Software (Useful Life - 5 years) 4.23 2.41 2.00 1.56 0.82 0.39 2.67 1.59 1.61

III. Capital Works in Progress - Intangible Assets ** 2.28 1.73 0.00 0.00 0.00 0.00 2.28 1.73 0.00

** Software Applications - Purchased and under implementation Note : The building has been capitalised on the basis of estimated value of work done as Final bills are not yet settled.

SCHEDULE - 5

INVESTMENTS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

A. Long Term Investments (Trade - Unless otherwise specified)

- Valued at Cost

1,20,00,000 Equity Shares of Rs.10/- each fully paid up of PTC Ltd. (Quoted) 12.00 12.00 12.00

17,50,000 Equity Shares (Face value of Rs.10/- each) of Power Exchange India Ltd. (Unquoted - Non Trade) 1.75 1.75 0.00

4,15,000 Equity Shares of Rs.10/- each fully paid up of Subsidiaries/Associates (Unquoted - Non Trade) 0.42 0.52 0.52

8,330 4% Bonds of Rs.100/- each of IMP Power Ltd. (Unquoted - Non Trade) 0.08 0.08 0.08

- Valued at Cost (Less diminution, if any, other than temporary)

87,33,788 Units of " Small is Beautiful " Fund of KSK Investment Advisor Pvt. Ltd. at Net Asset Value of Rs. 9.09 ( Face value per unit is Rs. 10)

8.73 12.08 14.47

Less : Provision for Diminution 0.18 0.24 1.32 8.55 11.84 13.15 - Valued at Cost (NPAs)

50,000 Equity Shares of Rs.10/- each fully paid up of Subsidiaries as at 31.03.2010 (Unquoted - Non Trade) 0.00 0.05 0.00

Less : Provision for Contingencies 0.00 0.05 0.00 0.00 0.00 0.00

B. Current Investments - Valued scrip wise at Lower of Cost or Market Price (Trade - Unless otherwise specified)

Equity Shares (Quoted) 3.83 3.83 8.01 Less : Provision for Diminution 0.00 0.00 0.43 3.83 3.83 7.58 C. Application Money pending allotment of Shares

17,50,000 Equity shares (face value of Rs. 10 each) of Power Exchange india Ltd. as at 31.03.2009 (Unquoted - Non trade) 0.00 0.00 1.75

TOTAL 26.63 30.02 35.08

Note : The number of shares appearing in the description column pertains to the Investments as at 31.03.2011.

   

SCHEDULE – 6

LOANS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

I. Secured - (Considered Good)

Rupee Term Loans to State Electricity Boards, State Power Corporations,Central Public Sector Undertakings and State Governments 57995.39 45930.19 35309.17

Rupee Term Loans to Independent Power Producers 3999.46 2699.27 3480.59

Foreign Currency Loans to Independent Power Producers 324.30 406.11 587.85

Working Capital Loans to State Electricity Boards and State Power Corporations

500.00 0.00 0.00

Buyer's Line of Credit 11.41 19.94 47.97

Medium Term Loans 0.00 0.00 30.80

Lease Financing to Borrowers ** 131.37 300.52 191.60

Rupee Loans to Equipment Manufacturers 2.50 3.76 5.01

Translation Loss on Foreign Currency Loans on back to back basis Recoverable from Sub-borrowers/ERMA

0.00 0.00 0.00

Incomes Accrued & due on Loans 8.54 1.93 14.70 62972.97 49361.72 39667.69

II. Secured – Others

RTL to Independent Power Producers - Projects under implementation 700.00 0.00 0.00 Less: Provision for contingencies 2.80 0.00 0.00

697.20 0.00 0.00

RTLs to Independent Power Producers - NPAs 8.92 8.92 8.92 Less: Provision for Contingencies 8.92 2.68 2.68

0.00 6.24 6.24

FCLs Independent Power Producers - NPA 0.00 0.00 0.00 Less: Provision for contingencies 0.00 0.00 0.00

0.00 0.00 0.00

Rupee Loans to Equipment Manufacturers - NPAs 0.00 0.00 0.00 Less: Provision for contingencies 0.00 0.00 0.00

0.00 0.00 0.00

Lease financing to Borrowers - NPA 217.49 0.00 0.00 Less: Provision for contingencies 22.89 0.00 0.00

194.60 0.00 0.00

III. Un Secured - (Considered Good)

Rupee Term Loans to State Electricity Boards, State Power Corporations,Central Public Sector Undertakings and State Governments 32572.26 26632.71 22784.66

Rupee Term Loans to Independent Power Producers 628.63 808.25 118.30

Working Capital Loans to State Electricity Boards and State Power Corporations 1605.77 2948.99 1604.54

Foreign Currency Loans to State Electricity Boards and State Power Corporations 72.31 93.65 128.77

Buyer's Line of Credit 0.00 4.18 118.78

RTLs to Equipment Manufacturers 827.00

Bills Discounted 0.00 0.00 0.00

Translation Loss on Foreign Currency Loans on back to back basis Recoverable from Sub-borrowers 0.00 0.00 0.00

Incomes Accrued & due on Loans 0.00 0.02 0.01 35705.97 30487.80 24755.06

IV. Un Secured - Others

Rupee Term Loans to State Power Corporations - NPAs 4.24 4.24 4.24

Less : Provision for Contingencies 4.24 4.24 4.24 0.00 0.00 0.00

Rupee Loans to Equipment Manufacturers - NPAs 0.00 0.00 0.00 Less : Provision for Contingencies 0.00 0.00 0.00

0.00 0.00 0.00

Working Capital Loans to State Electricity Boards, State Power Corporations - NPAs 0.00 0.00 0.00 Less : Provision for Contingencies 0.00 0.00 0.00

0.00 0.00 0.00

TOTAL 99570.74 79855.76 64428.99

SCHEDULE - 7

CURRENT ASSETS, LOANS & ADVANCES (Rs.in crore)

Description

As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

I CURRENT ASSETS

(A) CASH AND BANK BALANCES

a) (i) Cheques in hand 0.38 1.27 0.00

(ii) Imprest with postal authority 0.01 0.01 0.01 0.39 1.28 0.01

b) In Current Accounts with :-

i) Reserve Bank of India 0.05 0.05 0.05 ii) Scheduled Banks 249.77 9.12 2.49

249.82 9.17 2.54

c) Fixed Deposits with Scheduled Banks

2193.98 1449.94 416.44 2444.19 1460.39 418.99

(B) OTHER CURRENT ASSETS

a) Interest accrued but not due on Loan Assets

1860.28 1543.23 1333.31

b) Other charges accrued but not due on Loan Assets

60.98 38.96 1.78

c) Interest accrued but not due on Employee advances

5.26 5.47 5.36

d) Interest Accrued but not due on Deposits and Investments

15.78 6.24 0.27

k) Sundry Debtors

More than 6 months 1.05 2.81 0.62 Others 0.29 2.43 4.01

1943.64 1599.14 1345.35

II LOANS & ADVANCES

Loans (considered good) *

a) to Employees (Secured) 11.76 8.98 9.08

b) to Employees (Unsecured) 15.97 8.64 5.37

27.73 17.62 14.45

Advances (Unsecured considered good)

Advances recoverable in cash or in kind or for value to be received

a) to Subsidiaries (including interest recoverable there on)

133.98 65.92 66.45

b) to Employees 0.59 0.40 0.25

c) Prepaid Expenses 2.19 1.54 2.05

d) Prepaid financial charges on Commercial Paper

35.45 5.15 54.75

e) Others 337.20 241.45 150.23

g) Advance Income Tax and Tax Deducted at Source

120.83 170.04 156.38

h) Advance Fringe Benefit Tax 1.73 1.30 3.60

i) Security Deposits 3.48 1.43 1.51

635.45 487.23 435.22

Advances (Unsecured - Others)

a) Others - NPAs 1.03 1.17 2.27

Less : Provision for Contingencies 1.03 1.17 2.05 0.00 0.00 0.22

TOTAL 5051.01 3564.38 2214.23

* Note :-

1) Balance of Loans and Advances include :

Particulars As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

Loans given to Directors 0.16 0.22 0.22

Loans given to Officers 4.50 2.73 2.17

2)

Maximum of balances of Loans and Advances during the year :

Particulars During FY 2010-11

During FY 2009-10

During FY 2008-09

Loans given to Directors 0.22 0.29 0.31

Loans given to Officers 5.80 3.54 2.92

SCHEDULE - 8

CURRENT LIABILITIES & PROVISIONS (Rs. in crore)

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

I. CURRENT LIABILITIES

Creditors for Expenses 0.93 1.25 0.79

Creditors for leased assets 0.00 0.00 0.45

Unclaimed/Unpaid Bonds * 6.52 22.83 0.96

Unclaimed Interest on Bonds ** 3.65 4.04 0.53

Unclaimed Dividend 0.60 0.55 0.23

Interest Accrued but not due : On Bonds 2305.69 1594.67 1288.03 On Loans 117.88 121.82 116.60

2423.57 1716.49 1404.63

Interest Differential Fund - KFW 49.01 47.60 34.19

Exchange Risk Management Account 0.00 0.00 0.00 Less : Exchange Risk Adjustment Account 0.00 0.00 0.00

0.00 0.00 0.00

Advance received from Subsidiaries (including interest payable thereon)

247.79 211.43 212.32

Amount payable to GoI under R-APDRP 6.88 0.11 0.00

Other liabilities *** 301.52 162.93 226.28 3040.47 2167.23 1880.38

II. PROVISIONS

Taxation - Income Tax 47.47 11.39 5.25

Taxation - Fringe Benefit Tax 0.80 0.80 2.98

Proposed Wage Revision 0.00 6.20 21.89

Leave Encashment 15.47 12.84 7.15

Economic Rehabilitation of Employees 1.26 1.31 1.29

Staff Welfare Expenses 9.93 8.59 8.16

Gratuity / Superannuation Fund 5.78 4.54 3.02

Proposed Final Dividend 197.99 172.17 154.95 Proposed Interim Dividend 0.00 0.00 0.00 Proposed Corporate Dividend Tax 32.12 29.26 26.33

310.82 247.10 231.02

TOTAL 3351.29 2414.33 2111.40

* Includes an amount of Rs. 0.52 crore remaining unpaid pending completion of transfer formalities by the Claimants.

** Includes an amount of Rs. 0.04 crore remaining unpaid pending completion of transfer formalities by the Claimants.

*** Includes Book Overdraft of Rs. 167.36 crore from 1 bank

SCHEDULE - 9

OPERATING INCOME

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Interest on Loans 9,760.51 7,852.26 6,338.76 Less : Penal interest waived to borrowers 0.00 0.00 0.00

9,760.51 7,852.26 6,338.76

Interest restructuring/ Prepayment Premium 27.85 14.53 8.95

Upfront fees on Loans 41.72 22.06 12.48

Service charges on Loans 0.07 0.11 0.14

Management, Agency & Guarantee Fees 96.77 48.62 41.28

Commitment charges on Loans 3.04 4.54 3.01 Less : Commitment charges on Loans waived 0.08 0.00 0.00

2.96 4.54 3.01

Interest on Deposits 93.18 48.81 112.40

Interest received on Bank A/c Abroad 0.00 0.00 0.00

Lease income 15.81 14.90 23.29 Less : Lease Equilisation 0.00 0.00 0.27

15.81 14.90 23.02

Nodal Agency Fees under R-APDRP 89.62 -17.33 17.33

Advisory Fees - UMPPs 0.00 13.60 0.00

Income from Consultancy Assignments/ Other Services 46.46 41.10 14.65

TOTAL 10174.95 8043.20 6572.02

SCHEDULE - 10

OTHER INCOME

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Interest on Income Tax Refund 24.49 54.43 17.97

Miscellaneous Income 9.83 10.68 4.20

Excess Liabilities written back 1.34 7.90 0.00

Dividend / Interest Income on Long term Investments 1.56 1.59 5.10

Dividend / Interest Income on Current Investments 0.15 0.12 0.31

Profit on sale of Long term Investments 1.78 0.53 0.00

Profit on sale of Current Investments 0.00 3.26 0.00

Profit on sale of Assets 0.00 0.00 0.00

TOTAL 39.15 78.51 27.58

SCHEDULE - 11

INTEREST & OTHER CHARGES

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

I. Interest

On Bonds 4,835.41 3,700.99 2,790.15

On Loans 1,417.53 1,051.21 1,074.27

to GOI on Interest Subsidy Fund 56.22 80.70 98.19

Rebate for Timely Payment to Borrowers 157.05 127.36 112.78

Swap Premium ( Net ) -153.05 -42.31 13.89 6313.16 4917.95 4089.28

II. Other Charges

Commitment & Agency Fees 0.67 0.49 0.85

Financial Charges on Commercial Paper 15.45 64.49 81.55

Guarantee, Listing & Trusteeship fees 1.71 1.98 2.11

Management Fees on Foreign Currency Loans 61.04 27.71 0.00

Bank/Other charges 0.12 0.03 0.01

Direct overheads for Consultancy Services 2.29 2.41 3.69

Translation/Actual Exchange Loss or Gain(-) on Foreign Currency Loans 26.38 -103.84 252.53

107.66 -6.73 340.74

Interest paid on advances received from subsidiaries 7.07 4.99 7.19

Less : Interest received on advances given to subsidiaries 1.43 0.82 0.60 5.64 4.17 6.59

TOTAL 6426.46 4915.39 4436.61

SCHEDULE - 12

BONDS ISSUE EXPENSES

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Interest on Application Money 37.42 27.06 38.18

Credit Rating Fees 1.57 2.24 1.81

Other Issue Expenses 20.83 10.68 7.39

Stamp Duty Fees 3.23 3.81 18.30

TOTAL 63.05 43.79 65.68

SCHEDULE - 13

PERSONNEL & ADMINISTRATION and OTHER EXPENSES

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Salaries, Wages and Bonus 52.62 56.19 36.94

Contribution to Provident and other funds 5.06 3.95 1.54

Staff Welfare 8.40 13.46 5.73

Office Rent 0.72 0.59 0.41

Rent for Residential accomodation of employees 6.89 4.06 2.29

Electricity & Water charges 1.29 1.33 1.24

Insurance 0.04 0.12 0.11

Repairs & Maintenance 2.46 2.81 2.60

Stationery & Printing 0.70 0.47 1.00

Travelling & Conveyance 6.00 5.14 4.90

Postage, Telegraph & Telephone 1.08 1.51 0.68

Professional & Consultancy charges 1.89 7.05 2.68

Miscellaneous 28.00 15.35 8.48

Loss on sale of assets 0.06 0.02 0.01

Auditors' remuneration 0.40 0.28 0.23

Expenditure relating to Consultancy Assignment 0.00 0.00 6.32

Donation 0.00 0.00 4.98

Service Tax 1.62 1.26 0.68

Rates & Taxes 0.77 1.33 3.20

Wealth Tax 0.00 0.01 0.01

Contribution to Project Monitoring Center (MoP) 0.00 0.00 0.00

TOTAL 118.00 114.93 84.03

Less : Re-imbursement of expenditure incurred for operationalization of R-APDRP scheme ** 15.89 0.00 0.00

TOTAL 102.11 114.93 84.03

** The amount pertains re-imbursements related to FYs 2008-09 and 2009-10 and the expenses of Rs. 11.62 crore relating to the 9 months ended 31.12.2010 have been adjusted against the respective heads.

Note :-

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

1) Miscellaneous includes : Books & Periodicals 0.04 0.04 0.04 Advertisement 6.30 4.88 3.31 Membership & Subscription 0.85 1.01 0.39 Entertainment 0.45 0.38 0.30 Conference & Meeting Expenses 1.33 1.36 0.51 Security Expenses 0.97 0.88 0.57 Training 0.43 0.37 0.51 EDP Expenses 1.52 0.66 0.18 Business Promotion / Related Expenses 0.10 0.14 0.13 Equipment Hire Charges 0.10 0.78 0.14

2) Auditors' Remuneration includes : Audit fees 0.14 0.14 0.12 Tax Audit fees 0.04 0.04 0.03 Other certification services 0.25 0.10 0.07 Reimbursement of Expenses 0.01 0.00 0.01

3) Payments made in r/o CMD and Directors and CEO

Salaries, Wages & Bonus 1.23 1.47 0.75 Contribution to Provident and other welfare funds 0.07 0.06 0.03 Other Perquisite payment 0.51 0.56 0.25 Inland travelling 0.41 0.27 0.29 Foreign travelling 0.49 0.35 0.30

SCHEDULE - 14

PRIOR PERIOD ADJUSTMENTS (Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Prior Period Income :

Interest & Other charges 0.13 -0.20 0.51

Prior Period Expenses : Depreciation -0.03 0.00 0.00 Interest & Other charges 0.19 -0.40 -0.26

Personnel & Administration Expenses 0.05 0.10 0.75 0.21 -0.30 0.49

Prior Period Adjustments (Net) -0.08 0.10 0.02

SCHEDULE - 15

APPROPRIATIONS (Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Transfer towards Reserve for Bad & Doubtful Debts u/s 36 (1) (viia) (c) of Income Tax Act, 1961 142.47 123.92 76.46

Transfer to Special Reserve created and maintained u/s 36(1)(viii) of Income Tax Act, 1961 634.32 568.61 346.23

Debenture Redemption Reserve 0.06 0.00 0.00

Dividend & Corporate Dividend Tax : Interim Dividend Paid 401.72 344.33 304.16 Proposed Interim Dividend 0.00 0.00 0.00 Proposed Final Dividend 197.99 172.17 154.95 Corporate Dividend Tax paid on Interim Dividend 66.72 58.52 51.69 Proposed Corporate Dividend Tax 32.12 29.26 26.33

General Reserve 262.00 236.00 197.00

Balance carried to Balance Sheet 909.72 845.49 822.87

TOTAL 2647.12 2378.30 1979.69    

ANNEXURE - XIV

Statement of Consolidated Cashflows

(Rs. in crore)

PARTICULARS Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

I. Cash Flow from Operating Activities :-

Net Profit before Tax and Extraordinary items 3585.59 3045.95 2005.50

ADD: Adjustments for Loss on Sale of Assets 0.06 0.02 0.01 Profit on Sale of Fixed Assets 0.00 0.00 0.00 Depreciation / Amortisation 5.08 3.82 4.13 Amortisation of Zero Coupon Bonds 22.52 20.83 19.27 Foreign Exchange Loss/Gain (2.47) (248.27) 235.66 Dimunition in value of investments (0.06) (1.52) 1.49 Provision for Contingencies 31.79 (0.57) 2.17 Dividend / Interest and profit on sale of investment (6.32) (5.50) (5.41) Provision for Retirement Benefits/Other Welfare Expenses/Wage revision 10.68 16.74 8.16

Provision for interest under IT Act (Standalone) 0.22 0.28 0.00 Interest Received 0.00 0.00 0.00 Interest Paid 0.27

Preliminary expenses written off 0.00 (0.26) 0.00 Operating profit before working Capital Changes: 3647.36 2831.52 2270.98

Increase/Decrease : Loans Disbursed (Net) (19755.37) (15496.04) (12701.30) Other Current Assets (350.71) (255.66) (289.48) Increase/Decrease in Miscellaneous Expenditure 0.00 0.00 0.00 Loans & Advances (138.18) 99.31 (102.07) Miscellaneous Expenditure (not written off/adjusted) 0.00 0.00 (0.04) Current Liabilities and provisions 901.05 240.99 684.43 Cash flow before extraordinary items (15695.85) (12579.88) (10137.48)

Extraordinary items 0.00 0.00 0.00 Cash Inflow/Outflow from operations before Tax (15695.85) (12579.88) (10137.48)

Income Tax paid (879.60) (825.33) (599.42) Income Tax Refund

Net Cash flow from Operating Activities (16575.45) (13405.21) (10736.90)

II. Cash Flow From Investing Activities :

Sale / decrease of Fixed Assets 0.64 0.05 0.05 Purchase of Fixed Assets (7.55) (1.57) (2.64) Increase/decrease in Capital Works in Progress (0.55) (1.73) 0.00 Plant & Machinery (Lease Equalisation) 0.00 0.00 0.27

Investments in Subsidiaries 0.10 (0.05) (0.12) Dividend / Interest and profit on sale of investment 7.18 5.50 5.41 Interest Recived 0.00 0.00 0.00 Other Investments (21.03) 6.58 29.14

Net Cash Used in Investing Activities (21.21) 8.78 32.11

III. Cash Flow From Financial Activities :

Issue of Bonds 14023.96 12283.30 12808.90 Short Term Loans (Net) 3400.00 (750.00) (1080.00) Loan Against Fixed Deposits (Net) 565.92 1675.12 0.00 Raising of Long Term Loans 7855.00 8004.50 4750.00 Repayment of Long Term Loans (5870.00) (4473.00) (4449.00) Redemption of Bonds (3710.91) (1981.86) (892.30) Foreign Currency Loans (Net) 2214.60 486.88 (40.46) Interest paid (0.98) 0.00 0.00 Interest Subsidy Fund (211.62) (245.45) (157.81) Unclaimed Bonds (Net) (16.31) 21.87 0.09

Payment of Final Dividend (including Corporate Dividend Tax) of Previous year (200.76) (181.28) (134.29)

Payment of Interim Dividend (including Corporate Dividend Tax) of Current year (468.44) (402.85) (355.85)

Net Cash in-flow from Financing Activities 17580.46 14437.23 10449.28

Net Increase/Decrease in Cash & Cash Equivalents 983.80 1040.80 (255.51) Add : Cash & Cash Equivalents at beginning of the period 1460.39 419.59 674.50

Cash & Cash Equivalents at the end of the period 2444.19 1460.39 418.99 Details of Cash & Cash Equivalents at the end of the period: Cheques in hand, Imprest with Postal authority & Balances with Banks 250.21 10.45 2.55

Fixed Deposits with Scheduled Banks 2193.98 1449.94 416.44 2444.19 1460.39 418.99

ANNEXURE - XV FINANCIAL YEAR 2010-11

SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial Statements have been prepared on the following basis:-

(i) The Financial Statements of the Company and its subsidiary are combined on a line by line basis by

adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21 – Consolidated Financial Statements.

(ii) The Financial Statements of Joint Venture entity has been combined by applying proportionate

consolidation method on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating proportionate share of unrealized profits or losses in accordance with Accounting Standard (AS) 27 – Financial Reporting of interests in Joint Ventures.

(iii) The consolidated financial statements are prepared using uniform accounting policies for like transactions

and other events in similar circumstances and are presented to the extent possible, in the same manner as the company’s separate financial statements excepts as otherwise stated in the notes to the accounts.

(iv) In case of Associates, where the company directly or indirectly through subsidiaries holds more than 20%

of equity, investments in Associates are accounted for using equity method in accordance with Accounting Standard (AS) 23 – Accounting for Investments in Associates in Consolidated Financial Statements.

B. Investments in Subsidiaries and Associates which are not consolidated, are accounted for as per Accounting

Standard (AS) 13 – Accounting for Investments, as per policy no. 6.3 infra. C OTHER SIGNIFICANT ACCOUNTING POLICIES 1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies Act, 1956. The preparation of Financial Statements requires the Management to make estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent liabilities), revenues and expenses of the reporting period. The difference between the actual results and the estimates are recognized in the period in which the results are known and / or materialized.

2 RECOGNITION OF INCOME / EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 7.2, infra is recognized in the year of its receipt. However, any unrealized income recognized before the asset in question became non-performing asset or the income recognized in respect of assets as stated in the proviso to paragraph 6.2, infra which remained due but unpaid for a period more than six months is reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power Projectsis accounted for

on transfer of the project to the successful bidder. 2.1.3 Premium on interest restructuring is accounted for in the year in which the restructuring is approved.

2.1.4 Premium on premature repayment of loan is accounted for in the year in which it is received by the Company.

2.1.5 Income from consultancy service is accounted for on the basis of assessment by the management of

actual progress of work executed proportionately with respect to the total scope of work in line with the terms of respective consultancy contracts. Consultancy fees calculated is net of Service Tax as payable under Finance Act, 1994.

2.1.6 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire amount due

on time. 2.1.7 Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees, security

agent fee and service charges etc. on loans is accounted for in the year in which it is received by the Company.

2.1.8 The discount / financial charges / interest on the commercial papers and zero coupon bonds (deep

discount bonds) are amortized proportionately over the period of its tenure. 2.1.9 Expenditure on issue of shares is charged off to the share premium received on the issue of shares.

2.3. Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to

1.4.2001 is recognized on the basis of implicit interest rate, in the lease, in accordance with Guidance Note on Accounting for Leases issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with Accounting Standard – 19 on Leases.

2.4. Income from dividend is accounted for in the year of declaration of dividend.

2.5. Recoveries in borrower accounts are appropriated as per the loan agreements.

2.6. The Company is raising demand of installments due as per loan agreements. The repayment is

adjusted against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

2.7. Prior period expenses / income and prepaid expenses up to Rs.5,000/- are charged to natural heads of

account.

2.8. (i) Nodal Agency Fees under Restructured Accelerated Power Development and Reforms Programme (R-APDRP) is accounted for @1% of the sanctioned project cost in three steps- 0.40% on sanction of the project, 0.30% on disbursement of the funds and remaining 0.30% after completion of the sanctioned project (for Part-A) and verification of AT&C loss of the project areas (for Part-B).

(iii) The actual expenditure incurred for operationalising the R-APDRP are reimbursable from

Ministry of Power, Government of India and accounted for in the period so incurred.

3. MISCELLANOUS EXPENDITURE (PRELIMINARY) EXPENDITURE

Expenditure which are not Intangible Assets in terms of AS-26 will be fully written off in the same year in which they are incurred.

4 FIXED ASSETS/DEPRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from active use and held for disposal, which are stated at lower of the book value or net realizable value.

4.2 Additions to fixed assets are being capitalized on the basis of bills approved or estimated value of work

done as per contracts in cases where final bills are yet to be received / approved.

4.3 Depreciation on assets other than leased assets is provided on written down value method, in accordance with the rates prescribed in Schedule XIV of the Companies Act, 1956.

4.4 Depreciation on assets leased prior to 01.04.2001 is provided for on straight line method at the rates

prescribed under the Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per Accounting Standard – 19.

4.5 Items of fixed assets acquired during the year costing up to Rs.5,000/- are fully depreciated.

5 INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done under straight-line method over life of the assets estimated by the Company.

6 INVESTMENTS

6.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

6.2 Unquoted current investments are valued at lower of cost or fair value.

6.3 Long term investments are valued at cost. Provision is made for diminution, other than temporary in the value of such investments. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction no longer exists.

6.4 Investments in mutual fund / venture capital fund are valued at cost, less diminution, if any, other than

temporary. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction no longer exists.

7 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms 7.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from the RBI directions

relating to Prudential Norms. The Company, however, has formulated its own set of Prudential Norms with effect from 1.4.2003, which has been revised from time to time.

In respect of private sector utilities, the Company is applying RBI exposure norms, as advised by RBI, vide letter of December, 2008. Further, RBI exempted PFC from its prudential exposure norms in respect of lending to State / Central entities in power sector till March’2012, vide its letter dated 18.03.2010.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide its letter dated 28.07.2010. Accordingly, PFC is maintaining CRAR as applicable to IFC.

7.2 As per prudential norms approved by the Board of Directors and the Ministry of Power, an asset including a

lease asset, in respect of which installments of loan, interest and / or other charges remain due but unpaid for a period of six months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six months or more, any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the income on these loans is recognized on receipt basis.

(ii) Loans in respect of projects which are under implementation as per RBI Circular No. ref DBS.FID

No. C-11/01.02.00/2001-02 dated February 1, 2002 read with D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line with RBI guidelines for asset classification of Infrastructure projects, as applicable to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which Company’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states, the

company shall follow the government order issued for division of assets and liabilities, unless the same is stayed by any court and the case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding 12 months from

the date from which the company’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in

the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of the Board of Directors.

7.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

(i) NPA for a period not exceeding 18 months : Sub-standard asset (ii) NPA exceeding 18 months : Doubtful asset

(iii) When an asset is identified as loss asset or assets remain doubtful asset exceeding 36 months, which ever is earlier : Loss asset

7.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets : 10%

(ii) Doubtful assets:

(a) Secured portion / facility including that guaranteed by the state / central government or by the state government undertaking for deduction from plan allocation or loan to state department.

Up to 1 year : 20% 1 – 3 years : 30% More than 3 years : 100%

(b) Unsecured : 100%

(iii) Loss assets : 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.

For the purpose of assets classification and provisioning –

(i) facilities granted to Government sector entities are considered loan-wise. (ii) facilities granted to Private sector entities are considered borrower -wise.

8 FOREIGN EXCHANGE TRANSACTIONS: 8.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction as

per Accounting Standard – 11.

(i) Expenses and income in foreign currency; and (ii) Amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of

closing of accounts as per Accounting Standard – 11.

(i) Foreign currency loan liabilities. (ii) Funds kept in foreign currency account with banks abroad.

(iii) Contingent liabilities in respect of guarantees given in foreign currency. (iv) Income earned abroad but not remitted / received in India. (v) Loans granted in foreign currency. (vi) Expenses and income accrued but not due on foreign currency loans / borrowing.

8.3 Where ever the Company has entered into a forward contract or an instrument that is, in substance a forward

exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard – 11.

8.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to Interest Differential

Fund Account – KFW as per loan agreement. 9 GRANTS FROM GOVERNMENT OF INDIA: 9.1 Where grants are first disbursed to the grantee, the same are shown as amount recoverable from the Govt. of

India and are squared up on receipt of amount.

9.2 Where grants are received in advance from Govt. of India, the same are shown as current liabilities till the

payments are released to the grantee. 10 INTEREST SUBSIDY FUND 10.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG & SP) on net present value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess / shortfall in the Interest Subsidy Fund is refunded or adjusted / charged off at the completion of respective scheme.

10.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy fund

by debiting Profit & Loss account, at rates specified in the Scheme. 11 R-APDRP FUND 11.1 Loans received from the Government of India under Re-structured Accelerated Power Development &

Reforms Programme (R-APDRP) as a Nodal agency for on lending to eligible borrowers are back to back arrangements with no profit or loss arising to the Company.

12 INCOME/RECEIPT/EXPENDITURE ON SUBSIDIARIES 12.1 Expenditure incurred on the subsidiaries is debited to the account “Amount recoverable from concerned subsidiary”. 12.2 Expenses in respect of man days (employees) are allocated to subsidiaries and administrative overheads are

apportioned to subsidiaries on estimated basis. Direct expenses are booked to respective subsidiaries. 12.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of interest applicable for project loan / s cheme (generation) to state sector borrower (category A) as per the policy of the Company. 12.4 Amounts received by subsidiaries as commitment advance from power procurers are parked with the Company

as inter-corporate loan and interest is provided on unused portion of these loans at the mutually agreed interest rates.

12.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document developed for subsidiaries

(incorporated for UMPP) are provided to subsidiary companies at a price equivalent to sale proceeds of RFQ / RFP document received by the subsidiary companies from the prospective bidders. The same is accounted for as income of the company on receipt from subsidiary company.

12.6 The company incurs expenditure for development work in the UMPPs. The expenditure incurred is shown as

amount recoverable from the respective subsidiaries set up for development of UMPPs. Provisioning / write off is considered to the extent not recoverable when an UMPP is abandoned by the Ministry of Power, Government of India.

13 EMPLOYEE BENEFITS 13.1 Provident Fund, Gratuity and post retirement benefits

Company’s contribution paid / payable during the financial year towards Provident Fund is charged in the Profit and Loss Account. The Company’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per Accounting Standard – 15 (Revised).

13.2 Other Employee Benefits

The Company’s obligation towards sick leave, earned leave, service award scheme are actuarially determined and provided for as per Accounting Standard – 15 (Revised)

14 INCOME TAX 14.1 Income Tax comprising of current tax is determined in accordance with the applicable tax laws and deferred

tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period) in accordance with Accounting Standard – 22 on Accounting for Taxes on Income of the Institute of Chartered Accounts of India.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are recognized using tax rates that have been enacted or substantially established by the balance sheet date. Deferred Tax Assets are recognized and carried forward to the extent there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

Offsetting deferred tax assets against deferred tax liability has been done to the extent the enterprise has legally enforceable right to set off assets against liabilities representing current tax being levied by the same governing taxation laws.

14.2 Since the Company has passed a Board resolution that it has no intention to make withdrawal from the Special

Reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference. The Company does not create any deferred tax liability on the said reserve in accordance with the clarification of the Accounting Standard Board of the Institute of Chartered Accountants of India.

15 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard – 3 on Cash Flow Statement.

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FINANCIAL YEAR 2009-10

SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial Statements have been prepared on the following basis:-

i) The Financial Statements of the Company and its subsidiary are combined on a line by line basis by

adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21 – “Consolidated Financial Statements”.

ii) The Financial Statements of Joint Venture entity has been combined by applying proportionate

consolidation method on a line by line basis on like items of assets, liabilities, income and expenses after eliminating proportionate share of unrealized profits or losses in accordance with Accounting Standard (AS) 27 – “Financial Reporting of interests in Joint Ventures”.

iii) The consolidated financial statements are prepared using uniform accounting policies for like transactions

and other events in similar circumstances and are presented to the extent possible, in the same manner as the company’s separate financial statements excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through Subsidiaries holds more than 20%

of equity, investments in Associates are accounted for using equity method in accordance with Accounting Standard (AS) 23 – “Accounting for Investments in Associates in Consolidated Financial Statements”.

B. Investments other than in Subsidiaries and Associates have been accounted for as per Accounting Standard

(AS) 13 – “Accounting for Investments”. C. OTHER SIGNIFICANT ACCOUNTING POLICIES 1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies Act, 1956. The preparation of Financial Statements requires the Management to make estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent liabilities), revenues and expenses of the reporting period. The difference between the actual results and the estimates are recognized in the period in which the results are known and / or materialized.

2 RECOGNITION OF INCOME / EXPENDITURE

2.1 Income and Expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on Non Performing Assets and Assets stated in the proviso to paragraph 7.2, infra is recognized in the year of its receipt. However, any unrealized income recognized before the asset in question became non-performing asset or the income recognized in respect of assets as stated in the proviso to paragraph 7.2, infra which remained due but unpaid for a period more than six months is reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power Projectsis accounted for

on transfer of the project to the successful bidder. 2.1.3 Premium on interest restructuring is accounted for in the year in which the restructuring is approved. 2.1.4 Premium on premature repayment of loan is accounted for in the year in which it is received by the

Company.

2.1.5 Income from consultancy service is accounted for on the basis of assessment by the management of actual progress of work executed proportionately with respect to the total scope of work in line with the terms of respective consultancy contracts. Consultancy fees calculated is net of Service Tax as payable under Finance Act, 1994

2.1.6 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire amount due

on time. 2.1.7 Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees, security

agent fee and service charges etc. on loans is accounted for in the year in which it is received by the Company.

2.1.8 The discount/financial charges/interest on the Commercial Papers and Zero Coupon Bonds (Deep

Discount Bonds) are amortized proportionately over the period of its tenure. 2.1.9 Expenditure on issue of shares is charged off to the Share Premium received on the issue of shares.

2.2 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to

1.4.2001 is recognized on the basis of implicit interest rate, in the lease, in accordance with ‘Guidance Note on Accounting for Leases’ issued by the Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in accordance with Accounting Standard-19 on “Leases”.

2.3. Income from Dividend is accounted for in the year of declaration of dividend.

2.4. Recoveries in borrower accounts are appropriated as per the loan agreements.

2.5. The Company is raising demand of installments due as per loan agreements. The repayment is

adjusted against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

2.6. Prior period expenses / income and prepaid expenses up to Rs.5000/- are charged to natural heads of

account. 3. MISCELLANOUS EXPENDITURE (PRELIMINARY) EXPENDITURE

Expenditure which are not Intangible Assets in terms of AS-26 will be fully written off in the same year in which they are incurred.

4. FIXED ASSETS/DEPRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from active use and held for disposal, which are stated at lower of the book value or net realizable value.

4.2 The additions to Fixed Assets are being capitalized on the basis of bills approved or estimated value

of work done as per contracts in cases where final bills are yet to be received / approved.

4.3 Depreciation on assets other than leased assets is provided on Written Down Value method, in accordance with the rates prescribed in Schedule XIV of the Companies Act, 1956.

4.4 Depreciation on assets leased prior to 01.04.2001 is provided on Straight Line Method at the rates

prescribed under Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per Accounting Standard-19.

4.5 Items of fixed assets acquired during the year costing up to Rs.5000/- are fully depreciated.

5. INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done under straight-line method over life of the assets estimated by the Company.

6. INVESTMENTS

6.1 Quoted current investments are valued scrip wise at lower of Cost or Fair value.

6.2 Unquoted current investments are valued at lower of cost or Fair value.

6.3 Long term investments are valued at cost. Provision is made for diminution, other than temporary in the value of such investments. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction is no longer exists.

6.4 Investments in Mutual Fund / Venture Capital Fund are valued at cost, less diminution, if any, other

than temporary. However, diminution in value is reversed when there is rise in the value or if the reason for the reduction is no longer exists.

7. PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

7.1 In terms of Reserve Bank of India’s Notification No. DNBS.135/CGM (VSNM) – 2000 dated 13th January 2000, the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions are not applicable to the Company, being a Govt. Company registered with RBI as NBFC. The Company has however, formulated its own set of Prudential Norms with effect from 1.4.2003 which are revised from time to time.

7.2 As per Prudential Norms approved by the Board of Directors and Ministry of Power, an asset

including a lease asset, in respect of which installments of loan, interest and / or other charges remain due but unpaid for a period of six months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six months or more, any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as Non-Performing Assets and the income on

these loans is recognized on receipt basis.

(iii) Loans in respect of projects which are under implementation as per RBI Circular No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line with RBI guidelines for asset classification of Infrastructure projects, as applicable to banks from time to time.

(ii) A facility which is backed by Central / State Government guarantee or by State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which Company’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states, the

company shall follow the government order issued for division of assets and liabilities, unless the same is stayed by any court and the case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding 12 months from

the date from which the company’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of Board of Directors.

7.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

(i) NPA for a period not exceeding 18 months : Sub-standard asset (ii) NPA exceeding 18 months : Doubtful asset

(iv) When an asset is identified as loss Asset or assets remain doubtful asset exceeding 36 months, which ever is earlier : Loss Asset

7.4 The provision against NPAs is made at the rates indicated below: -

(i) Sub-Standard Assets : 10% (ii) Doubtful assets: (a) Secured portion/facility including that guaranteed by state / central government or by state government undertaking for deduction from plan allocation or loan to state department. Up to 1 year : 20% 1 – 3 years : 30% More than 3 years : 100% (b) Unsecured : 100% (iii) Loss assets : 100% The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.

7.5 For the purpose of Assets Classification and Provisioning (i) Facilities granted to Government Sector entities are considered loan-wise.

(ii) Facilities granted to Private sector entities are considered borrower -wise. 8. FOREIGN EXCHANGE TRANSACTIONS:

8.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction as per Accounting Standard-11.

(i) Expenses and income in foreign currency; and (ii) The amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date

of closing of accounts as per Accounting Standard-11.

(i) Foreign Currency Loan liabilities to the extent not hedged. (ii) Funds kept in foreign currency account with Banks abroad. (iii) Contingent liabilities in respect of guarantees given in foreign currency. (iv) Income earned abroad but not remitted / received in India. (v) Loans granted in foreign currency. (vi) Expenses and income accrued but not due on foreign currency loans/ borrowings.

8.3 Where ever the Company has entered into a forward contract or an instrument that is, in substance a

forward exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard-11.

8.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to Interest

Differential Fund Account-KFW as per loan agreement. 9. GRANTS FROM GOVERNMENT OF INDIA:

9.1 Where grants are first disbursed to the grantee, the same are shown as amount recoverable from the Govt. of India and are squared up on receipt of amount.

9.2 Where grants are received in advance from Govt. of India, the same are shown as Current liabilities

till the payments are released to the grantee.

10 INTEREST SUBSIDY FUNDS

10.1 Interest Subsidy for eligible borrowers received from Ministry of Power, Govt. of India under Accelerated Generation & Supply Programme (AG&SP) on Net Present Value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess / shortfall in the Interest Subsidy Fund is refunded or adjusted / charged off at the completion of respective scheme.

10.2 The Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy fund by debiting Profit & Loss account, at rates specified in the Scheme.

11 R-APDRP FUND

Loans received from Government of India under Re-structured Accelerated Power Development & Reforms Programme (R-APDRP) as a Nodal agency for on lending to eligible borrowers are back to back arrangements with no profit or loss arising to the Company.

12 INCOME/RECEIPT/EXPENDITURE ON SUBSIDIARIES

12.1 Expenditure incurred on the subsidiaries is debited to the account “Amount recoverable from

concerned Subsidiary”.

12.2 Expenses in respect of man days (employees) are allocated to Subsidiaries and administrative overheads are apportioned to Subsidiaries on estimated basis. Direct expenses are booked to respective Subsidiaries.

12.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of interest applicable for

term loans to large generation projects, reforming states as per the policy of the Company.

12.4 The amounts received by Subsidiaries as Commitment Advance from Power Procurers are parked with the Company as Inter Corporate Loan and Interest is provided on unused portion of these loans at the mutually agreed interest rates.

12.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document developed for

subsidiaries (incorporated for UMPP) are provided to subsidiary companies at a price equivalent to sale proceeds of RFQ / RFP document received by the subsidiary companies from the prospective bidders. The same is accounted for as income of the company on receipt from subsidiary company.

13. EMPLOYEE BENEFITS

13.1 Provident Fund, Gratuity and post retirement benefits

The Company’s Contribution paid / payable during the financial year towards Provident Fund is charged in the Profit and Loss Account. The Company’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per Accounting Standard-15 (Revised).

13.2 Other Employee Benefits

The Company’s obligation towards sick leave, earned leave, service award scheme are actuarially determined and provided for as per Accounting Standrad-15 (Revised)

14 INCOME TAX

14.1 Income Tax comprising of Current Tax is determined in accordance with the applicable tax laws and Deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period) in accordance with Accounting Standard-22 on ‘Accounting for Taxes on Income’ of the Institute of Chartered Accountants of India.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantially established by the Balance Sheet date. Deferred Tax Assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

14.2 Since the Company has passed a Board resolution that it has no intention to make withdrawal from

the Special Reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference. The Company does not create any deferred tax liability on the said reserve in accordance with the clarification of Accounting Standard Board of Institute of Chartered Accountants of India.

15. Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard 3 - ‘Cash Flow Statement’.

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FINANCIAL YEAR 2008-09

SIGNIFICANT ACCOUNTING POLICIES A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial Statements have been prepared on the following basis:-

i) The Financial Statements of the Company and its subsidiary are combined on a line by line basis by

adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21 – “Consolidated Financial Statements”.

ii) The Financial Statements of Joint Venture entity has been combined by applying proportionate

consolidation method on a line by line basis on like items of assets, liabilities, income and expenses after eliminating proportionate share of unrealized profits or losses in accordance with Accounting Standard (AS) 27 – “Financial Reporting of interests in Joint Ventures”.

iii) The consolidated financial statements are prepared using uniform accounting policies for like transactions

and other events in similar circumstances and are presented to the extent possible, in the same manner as the company’s separate financial statements excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through Subsidiaries holds more than 20%

of equity, investments in Associates are accounted for using equity method in accordance with Accounting Standard (AS) 23 – “Accounting for Investments in Associates in Consolidated Financial Statements”.

B. Investments other than in Subsidiaries and Associates have been accounted for as per Accounting Standard

(AS) 13 – “Accounting for Investments”. C. OTHER SIGNIFICANT ACCOUNTING POLICIES 1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and relevant provisions of the Companies Act, 1956. The preparation of Financial Statements requires the Management to make estimates and assumptions considered in the reported amounts of assets, liabilities (including contingent liabilities), revenues and expenses of the reporting period. The difference between the actual results and the estimates are recognized in the period in which the results are known and/or materialized.

2 RECOGNITION OF INCOME/EXPENDITURE

2.1 Incomes and Expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on Non Performing Assets and Assets stated in proviso to paragraph 6.2 of accounting policies is recognized in the year of its receipt. However, any unrealized income recognized before the asset in question became non-performing assets or the income recognized in respect of assets as stated in proviso to paragraph 6.2 infra which remained due but unpaid for a period more than six months is reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power Projectsis accounted for

on transfer of the project to the successful bidder. 2.1.3 Nodal Agency Fees under Restructured Accelerated Power Development and Reforms Programme is

accounted for on sanction of the loans under the said scheme. 2.1.4 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of leases prior to

1.4.2001 is recognized on the basis of implicit interest rate, in the lease, in accordance with ‘Guidance Note on Accounting for Leases’ issued by the Institute of Chartered Accountants of India. Leases

effected from 01.04.2001 are accounted for in accordance with Accounting Standard-19 on “Accounting for leases”.

2.1.5 Premium on interest restructuring is accounted for as the income for the year in which the

restructuring is approved. 2.1.6 Premium on premature repayment of loan is accounted for as the income for the year in which it is

received by the Company. 2.1.7 Income from consultancy service is accounted for on the basis of assessment by the management of

actual progress of work executed proportionately with respect to the total scope of work in line with the terms of respective consultancy contracts. Consultancy fees calculated is net of Service Tax as payable under Finance Act, 1994.

2.1.8 Rebate on account of timely payments by borrowers is accounted for, on receipt of entire amount due

in time. 2.1.9 Income under the head carbon credit, upfront fees, lead manager fees, facility agent fees, security

agent fee and service charges on loans is accounted for in the year in which it is received by the Company.

2.1.10 Expenditure incurred on raising of funds is charged to the Profit and Loss Account in the year in

which it is incurred. 2.1.11 The discount/financial charges/interest on the Commercial Papers and Zero Coupon Bonds (Deep

Discount Bonds) are amortized proportionately over the period of its tenure. 2.1.12 Income from Dividend is accounted for in the year of declaration of dividend. 2.1.13 Expenditure on issue of shares is charged off to the Share Premium received on the issue of shares.

2.2 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.3 The Company is raising demand of installments due as per loan agreements. The repayment is adjusted against earliest disbursement irrespective of the rate of interest being charged on various disbursements.

2.4 Prior period expenses/income and prepaid expenses upto Rs.5000/- are charged to natural heads of

account. 3 FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except the assets retired from active use and held for disposal, which are stated at lower of the book value or net realizable value.

3.2 The additions to Fixed Assets are being capitalized on the basis of bills approved or estimated value of

work done as per contracts in cases where final bills are yet to be received/ approved.

3.3 Depreciation on assets other than leased assets is provided on Written Down Value method, in accordance with the rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Depreciation on assets leased prior to 01.04.2001 is provided on Straight Line Method at the rates

prescribed under Schedule XIV to the Companies Act, 1956 or over the primary balance period of lease of assets, whichever is higher. The value of the net block so arrived at is further adjusted by balance in the lease equalization account. The assets leased after 01.04.2001 are not required to be depreciated as per Accounting Standard-19.

3.5 Items of fixed assets acquired during the year costing up to Rs.5000/- are fully depreciated.

4 INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done under straight-line method over life of the assets estimated by the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of Cost or Fair value.

5.2 Unquoted current investments are valued at lower of cost or Fair value.

5.3 Long term investments are valued at cost. Provision is made for diminution, other than temporary in the value of such investments.

5.4 Investments in Mutual Fund/Venture Capital Fund are valued at cost, less diminution, if any, other than

temporary. 6 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms 6.1 In terms of Reserve Bank of India’s Notification No. DNBS.135/CGM (VSNM) – 2000 dated 13th January

2000, the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions are not applicable to the Company, being a Govt. Company registered with RBI as NBFC. The Company has however, formulated its own set of Prudential Norms with effect from 1.4.2003 and which are revised from time to time.

6.2 As per Prudential Norms approved by the Board of Directors and Ministry of Power, an asset including a lease

asset, in respect of which installments of loan, interest and/or other charges remain due but unpaid for a period of 6 months or more, a term loan inclusive of unpaid interest and other dues if any , when the installment and /or interest remains unpaid for a period of six months or more, any amount which remains due but unpaid for a period of six months or more under bill discounting scheme and any amount due on account of sale of assets or services rendered or reimbursement of expenses incurred which remains unpaid for a period of six months or more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as Non-Performing Assets and the income on these loans is recognized on receipt basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular No. ref DBS.FID

No. C-11/01.02.00/2001-02 dated February 1, 2002 read with D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line with RBI guidelines for asset classification of Infrastructure projects, as applicable to banks from time to time.

(ii) A facility which is backed by Central / State Government guarantee or by State Government

undertaking for deduction from central plan allocation or a loan to State department , for a period not exceeding 12 months from the date from which Company’s dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of division of states ,

company shall follow the government order issued for division of assets & liabilities unless the same is stayed by any court and the case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding 12 months from

the date from which company’s dues have not been paid by the borrower. The disputed income shall be recognized only when it is actually realized. Any such disputed income already recognized in the books of accounts shall be reversed. Disputed dues means amount on account of financial charges like commitment charges , penal interest etc. and the disputed differential income on account of interest reset not serviced by the borrower due to certain issues remains unresolved. A dispute shall be acknowledged on case to case basis with the approval of Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are given as under

(i) NPA for a period not exceeding 18 months : Sub-standard asset (ii) NPA exceeding 18 months : Doubtful asset

(iii) When an asset is identified as loss Asset or assets remain doubtful asset exceeding 36 months, which ever is earlier : Loss asset

6.4 The provision against NPAs is made at the rates indicated below: -

(i) Sub-Standard Assets : 10%

(ii) Doubtful assets: (a) Secured portion/facility including that guaranteed by state / central government or by state government undertaking for deduction from plan allocation or loan to state department. Up to 1 year : 20% 1 – 3 years : 30% More than 3 years : 100% (b) Unsecured : 100% (iii) Loss assets : 100% The entire loss assets shall be written off. In case, a loss asset is permitted to remain in the books for any reason, 100% of outstanding shall be provided for.

6.5 For the purpose of Assets Classification and Provisioning

(i) Facilities granted to Government Sector entities are considered loan-wise. (ii) Facilities granted to Private sector entities are considered borrower -wise.

7 FOREIGN EXCHANGE TRANSACTIONS: 7.1 The following transactions are accounted for at the exchange rates prevailing on the date of the transaction as

per Accounting Standard-11.

(i) Expenses and income in foreign currency; and (ii) The amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates prevailing on the date of

closing of accounts as per Accounting Standard-11.

(i) Foreign Currency Loan liabilities to the extent not hedged. (ii) Funds kept in foreign currency account with Banks abroad. (iii) Contingent liabilities in respect of guarantees given in foreign currency. (iv) Income earned abroad but not remitted / received in India. (v) Loans granted in foreign currency. (vi) Expenses and income accrued but not due on foreign currency loans/ borrowings.

7.3 Where ever the Company has entered into a forward contract or an instrument that is, in substance a forward

exchange contract, the difference between the forward rate and exchange rate on the date of transaction is recognized as income or expenses over the life of the contract as per Accounting Standard-11.

7.4 In case of loan from KfW, Germany, exchange loss, if any, at the year-end is debited to Interest Differential

Fund Account-KfW as per loan agreement. 8 GRANTS FROM GOVERNMENT OF INDIA: 8.1 Where grants are first disbursed to the grantee, the same are shown as amount recoverable from the Govt. of

India and are squared up on receipt of amount. 8.2 Where grants are received in advance from Govt. of India, the same are shown as Current liabilities till the

payments are released to the grantee. 9 INTEREST SUBSIDY FUNDS 9.1 Interest Subsidy for eligible borrowers received from Ministry of Power, Govt. of India under Accelerated

Generation & Supply Programme (AG&SP) on Net Present Value (NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers over the eligible period of loan on respective dates of interest demands. Any excess/shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off at the completion of respective scheme.

9.2 The Interest Subsidy Fund is credited at the year-end with interest on the outstanding balance in the subsidy

fund by debiting P&L account, at rates specified in the Scheme.

10 R-APDRP FUND

Loans received from Government of India under Re-structured Accelerated Power Development & Reforms Programme (R-APDRP) as a Nodal agency for on lending to eligible borrowers are back to back arrangements with no profit or loss arising to the Company. Also refer the policy at paragraph 2.1.3 supra.

11 EXPENDITURE ON SUBSIDIARIES 11.1 Expenditure incurred on the subsidiaries is debited to the account “Amount recoverable from concerned Subsidiary”. 11.2 Expenses in respect of man days (employees) are allocated to Subsidiaries and administrative overheads are

apportioned to Subsidiaries on estimated basis. Direct expenses are booked to respective Subsidiaries. 11.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of interest applicable for term

loans to large generation projects, reforming states as per the policy of the Company. 11.4 The amounts received by Subsidiaries as Commitment Advance from Power Procurers has been parked with

the Company as Inter Corporate Loan and Interest is provided on unused portion of these loans at the mutually agreed interest rates.

11.5 Request for Qualification (RFQ) / Request for Proposal (RFP) developed for subsidiaries (incorporated for

UMPP) are provided to subsidiary companies at a price equivalent to sale proceeds of RFQ/RFP received by the subsidiary companies from the prospective bidders. The same is accounted for as income of the company on receipt from the subsidiary company.

12EMPLOYEE BENEFITS 12.1 Provident Fund, Gratuity and post retirement benefits

The Company’s Contribution paid/payable during the financial year towards Provident Fund is charged in the Profit and Loss Account. The Company’s obligation towards gratuity to employees and post retirement benefits such as medical benefits, economic rehabilitation benefit, and settlement allowance after retirement are actuarially determined and provided for as per Accounting Standard-15 (Revised).

12.2 Other Employee Benefits

The Company’s obligation towards sick leave, earned leave, leave travel concession, service award scheme are actuarially determined and provided for as per Accounting Standard-15 (Revised)

13 INCOME TAX 13.1. Income Tax comprising of Current Tax determined in accordance with the applicable tax laws and Deferred

tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period) is in accordance with Accounting Standard-22 on ‘Accounting for Taxes on Income’ of the Institute of Chartered Accounts of India.

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantially established by the Balance Sheet date. Deferred Tax Assets are recognized and carry forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such Deferred Tax Assets can be realized.

13.2. Since the Company has passed a Board resolution that it has no intention to make withdrawal from the Special

Reserve created and maintained under section 36(1)(viii) of the Income Tax Act, 1961, the special reserve created and maintained is not capable of being reversed and thus it becomes a permanent difference. The Company is not creating any deferred tax liability on the said reserve in accordance with the clarification of Accounting Standard Board of Institute of Chartered Accountants of India.

14. CASH FLOW STATEMENT

Cash flow statement is prepared in accordance with the indirect method prescribed in Accounting Standard-3 on ‘Cash Flow Statement’.

ANNEXURE - XVI Financial Year 2010-11

Notes on Accounts to Consolidated Financial Statements

1. The Company is a government company engaged in extending financial assistance to power sector. 2.

The consolidated financial statements represent consolidation of accounts of the company (Power Finance Corporation Limited), its subsidiary company, joint venture entities and associate company as detailed below:-

Name of the subsidiary company /joint venture entities and associate company

Country of incorporation

Proportion of shareholdings as on

Status accounts accounting period

31.03.2011 31.03.2010

subsidiary company PFC Consulting Limited

India

100%

100%

Audited Accounts from 01.04.2010 to 31.03.2011

Joint Venture entities National Power Exchange Limited Energy Efficiency Services Limited

India India

16.66% 25%

16.66% 25%

Audited Accounts from 01.04.2010 to 31.03.2011 Audited Accounts from 01.04.2010 to 31.03.2011

Associate Company Power Equity Capital Advisors Private Limited.

India

30%

30%

Audited Accounts from 01.04.2010 to 31.03.2011

2.1 Power Finance Corporation Green Energy Ltd. (PFCGEL) has been incorporated as a wholly owned subsidiary of the Company to extend finance and financial services to promote green (renewable and non-conventional sources of) energy with authorized share capital of Rs. 1200.00 crores and subscribed share capital of Rs. 0.05 crores. The certificate of commencement of business is awaited. The subsidiary's financial statement is not consolidated, as the first financial year of the subsidiary has been decided by its Board of directors to be for the period from 30.03.2011 to 31.03.2012. 2.2 The financial statements of subsidiaries (incorporated in India) as mentioned below are not consolidated in terms of paragraph 11 of Accounting Standard-21 which states that a subsidiary should be excluded from consolidation when control is intended to be temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal to successful bidder on completion of the bidding process :-

Sl No. Name of the Company Proportion of Shareholding as on 31.03.2011 31.03.2010 Subsidiary Companies:

1. Coastal Maharashtra Mega Power Limited 100% 100% 2. Orissa Integrated Power Limited 100% 100%

3. 1. Coastal Karnataka Power Limited 100% 100% 4. 3. Coastal Tamil Nadu Power Limited 100% 100%

5. 5. Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

100% 100%

6. 7. Sakhigopal Integrated Power Limited 100% 100% 7. 8. Ghogarpalli Integrated Power Limited 100% 100% 8. 9. Tatiya Andhra Mega Power Limited 100% 100%

The above subsidiary companies were incorporated as special purpose vehicle (SPVs) under the mandate from Government of India (GOI) for development of ultra mega power projects (UMPPs) and independent transmission projects (ITPs) with the intention to hand over them to successful bidder on completion of the bidding process. The Financial Statements of these subsidiaries are attached as required under Section 212 of the Companies Act, 1956 . The name of Bokaro-Kodarma Maithan Transmission Company Limited has been struck off by the Registrar of Companies in the month of January 2011. Accordingly, a provision of Rs. 0.05 crore made against equity investment in the company has been reversed. 2.2 The Company promoted and acquired the shares at face value in the subsidiary companies. Therefore, goodwill or capital reserve did not arise.

3.

Contingent liabilities: (i) Default guarantees issued by the Company in foreign currency :

c) EURO 0.355 million equivalents to Rs. 2.27 crore (previous year EURO 0.710 million equivalents to Rs. 4.35 crore).

d) US $ 14.34 million equivalent to Rs. 64.75 crore (previous year US $ 17.745 million equivalent to Rs.

80.88 crore).

(ii) Default guarantee issued by the Company in Indian Rupee: Rs. 400 crore (previous year Rs. 400.00 crore).

(iii) Bank guarantee issued by the Company in Indian Rupee: Rs. 50.04 crore (previous year Rs 0.04 crore). (iv) The additional demand raised by Income Tax Department of Rs. 9.24 crore, Rs 0.57crs , Rs. 0.03 crore and

Rs. 4.48 crs. for Assessment Years 2005-06, 2006-07, 2007-08 and 2008-09 respectively are being contested. The management does not consider it necessary to make any provision, as the probability of outflow of resources is negligible.

(v) Claims against the Company not acknowledged as debts are Rs. 7.80 crore (previous year Rs. 7.80 crore).

(vi) Outstanding disbursement commitments to the borrowers by way of Letter of Comfort issued against loans sanctioned, Rs. 5,758.02 crore as at 31.03.2011 (previous year Rs. 3,414.21crore).

(vii) Other contingent liabilities of Rs. 0.01 crore (previous year Nil) in case of jointly controlled entity. 4. Estimated amount of contract remaining to be executed on account of capital contracts, not provided for, is Rs.

3.70 crore (previous year Rs. 12.98 crore). Share of capital commitment in jointly controlled entities is Rs. Nil (previous year Rs. Nil).

5. Additional demands raised by the Income Tax Department (net of relief granted by Appellate Authorities) amounting to Rs. 22.58 crore for Assessment Year 2001-02 to 2008-09 were paid, provided for and are being contested.

6.

A project under implementation having principal outstanding of Rs. 700.00 crore (previous year Rs. 325.00 crore) has been considered as standard asset in terms of RBI circular No. DBS.FID.No.C – 11 / 01.02.00 / 2001-02 dated 01.02.2002 read with D.O. letter DBS.FID No.1285 / 01.02.00 / 2001-02 dated 14.05.2002 (thereby treating the asset as standard till June, 2008), RBI letter no. DBOD, BP.No.7675 / 21.04.048 / 2008-09 dated 11.11.2008 (which inter-alia advised that the date of commencement of commercial operation (DCCO) be treated as 31.03.2009), RBI circular no. DBOD. BP. BC. 85 / 21.04.048 / 2009 -10 dated 31.03.2010 and RBI letter no. DBOD. No. BP. No. 11505 / 21.04.048 / 2010-11 dated- 21.01.2011. (which inter-alia enables that the said asset can be retained as standard asset, if the DCCO is re-fixed within the period of 3 years from the commercial operation of 31.03.2009 provided the change in DCCO is due to reasons beyond control of the promoter and subject to compliance of certain provisions). Accordingly, in terms of the RBI circular no. DBOD. No. BP. BC. 85 / 21.04.048 / 2009 -10 dated 31.03.2010, the Company has made a provision of Rs. 2.80 crore at the rate of 0.40% of the outstanding amount of Rs. 700 crore during the year. However, the Company recognizes interest on this loan on receipt basis in terms of the accounting policy and as per prudential norms approved by the MoP. The Company has approved and finalized amendments to the Financial Realignment Plan (FRP).As per FRP, the

Project Company is to issue Zero Coupon Bonds (ZCB) (towards interest outstanding for the period from 01.10.2001 to 31.10.2005) valuing Rs. 103.87 crore. During the FY 2010-11, an amount of Rs. 120.81 crore ( including the dues of previous year of Rs. 23.12 crore and the guarantee fee of Rs. 4.60 crore for the current year) became due on the loan as per FRP, out of which Rs. 74.74 crore were received and accounted for as per the accounting policy. The balance of Rs. 46.07 crore being interest and guarantee fee due up to 31.03.2011 and Rs.103.87 crore against ZCB have not been recognized, as per the accounting policy.

7. During the year, one borrower had made premature repayment of loan of Rs. 497.92 crore with payment of Rs. 10.99 crore towards prepayment premium. As per the terms and conditions of the loans / prepayment policy of the company, the demand for balance prepayment premium of Rs. 10.79 crores was sent to the borrower, which they have disputed and have not paid. Hence the same has not been accounted for.

8.

Interest Subsidy of Rs. 17.65 crore under Accelerated Generation & Supply Programme (AG&SP) along with interest upto 31st March, 2011 amounting to Rs.26.78 crore (previous year Rs. 24.67 crore), became recoverable in respect of one project, as the project was not completed till 31.03.2007 and the subsidy was withdrawn by the MoP. The amount of Rs. 26.78 crore (previous year Rs.24.67 crore) is payable to the MoP on receipt from the borrower.

9. The company creates Debenture Redemption Reserve (DRR) upto 50% of the value of bonds / debentures issued through public issue, during the maturity period of such bonds / debentures. Accordingly, during the year the company has created DRR amounting to Rs. 0.06 crore (previous year Nil) on account of public issue of long term infrastructure bonds. The Company is not required to create Debenture redemption reserve in case of privately placed debentures as per circular No. 6 / 3 / 2001 – CL.V dated 18.04.2002 of the Government of India, Ministry of Law, Justice Company Affairs, Department of Company Affairs. . The Company is not required to maintain reserve fund under section 45 – I C of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI, vide RBI letter dated 24.01.2000.

10.1

Related party disclosures: Key managerial personnel:

Name of the key managerial personnel Shri Satnam Singh, CMD (with effect from 01.08.2008) Shri M K Goel, Director (with effect from 27.07.2007) Shri Rajeev Sharma, Director (with effect from 09.03.2009) Shri R. Nagarajan, Director (with effect from 31.07.2009) Subsidiary company Shri N D Tyagi, CEO of PFC Consulting Limited. Joint Ventures entities Shri R. S. Sharma, Chairman of Energy Efficiency Services Limited Shri I. J. Kapoor, Chairman of National Power Exchange Limited

Managerial remuneration: (Rs. in crore)

Chairman & Managing Director

Other Directors and CEO

For year ended 31.03.2011

For the year ended 31.03.10

For the year ended 31.03.2011

For the year ended 31.03.10

Salaries and allowances 0.23 0.27 1.00 0.50 Contribution to provident fund and other welfare fund

0.02 0.02 0.05 0.04

Other perquisites / payments 0.13 0.18 0.38 0.38 Total 0.38 0.47 1.43 1.62

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs. 780/- per month.

10.2

The details of amount recoverable (including interest thereon) from the respective subsidiaries are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2011

Amount as on 31.03.2010

Maximum during the period

Maximum During the previous year

Coastal Maharashtra Mega Power Limited 4.88 4.28 4.95 4.28 Orissa Integrated Power Limited 58.40 13.67 58.40 13.67 Coastal Karnataka Power Limited 2.08 1.83 2.11 1.83 Coastal Tamil Nadu Power Ltd. 18.74 11.17 18.74 11.17 Chhattisgarh Surguja Power Ltd. 41.05 33.08 41.05 33.08 Sakhigopal Integrated Power Limited 0.65 0.24 0.65 0.24 Ghogarpalli Integrated Power Limited 0.53 0.24 0.53 0.24 Tatiya Andhra Mega Power Limited 5.40 0.88 5.40 0.88 Power Finance Corporation Green Energy Ltd.

2.25 0.00 2.25 0.00

Bhopal Dhule Transmission Company Limited and Jabalpur Transmission Company Limited (wholly owned subsidiary of PFC Consulting Ltd)

0.00 0.53 0.00 0.53

Total 133.98 65.92 134.08 65.92

10.3

The details of amounts payable to subsidiaries (including interest) in respect of amounts contributed by power procurers and other amounts payable are given below: (Rs. in crore)

Name of the subsidiary companies Amount as on 31.03.2011

Amount as on 31.03.2010

Maximum during the period

Maximum During the previous year

Coastal Maharashtra Mega Power Limited 45.65 42.96 45.65 42.96 Orissa Integrated Power Limited 52.47 48.05 52.47 48.05 Coastal Tamil Nadu Power Ltd. 50.02 46.88 50.02 46.88 Chhattisgarh Surguja Power Ltd. 46.13 41.96 46.13 41.96 Sakhigopal Integrated Power Limited 17.74 5.15 17.74 5.15 Ghogarpalli Integrated Power Limited 16.52 0.00 16.52 0.00 Tatiya Andhra Mega Power Limited 19.26 0.00 19.26 0.00 Bhopal Dhule Transmission Company Limited and Jabalpur Transmission Company Limited (wholly owned subsidiary of PFC Consulting Ltd)

0.00 26.43 0.00 26.43

Total 247.79 211.43 249.78 211.43

10.4

(viii) Investment in “Small is Beautiful” Fund: - The Company has outstanding investment of Rs. 8.73 crore (previous year Rs. 12.08 crore) in units of Small is Beautiful Fund. The face value of the Fund is Rs. 10 per unit. The NAV as on 31.03.2010 was Rs. 9.80 per unit and as on 31.03.2011 is Rs. 10.08 per unit. As investment in Small is Beautiful Fund is long term investment, the fluctuation in NAV in the current scenario is considered as temporary. (ix) Investment in equity (unquoted) in Power Exchange India Limited:- Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and National Commodity and Derivatives Exchange Limited (NCDEX). The authorized capital has been enhanced from Rs. 50 crore to Rs. 100 crore in September 2010. The paid up capital of PXIL is Rs. 40.00 crore, as on 31.03.2011. The Company has subscribed Rs. 1.75 crore of the paid up capital of PXIL.

11.

Interest Differential Fund (IDF) – KFW The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this loan and any excess will be used in accordance with the agreement. The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund – KFW and shown as a liability. The total fund accumulated as on 31.03.2011 is Rs. 49.01 crore (previous year Rs. 47.60 crore) after adjusting the translation loss of Rs. 15.74 crore (previous year Rs. 13.73 crore).

12. The Company borrows money in foreign currency to finance power projects. In the opinion of the Company, AS 16 – Borrowing costs is applicable where funds are borrowed for acquisition of qualifying asset. The Company does not have any qualifying asset as per AS 16 and hence the foreign exchange gain / loss have been recognized in the Profit & Loss A/c as per AS 11 - The Effects of Changes in Foreign Exchange Rates.

13.

(i) Foreign currency liabilities not hedged by a derivative instrument or otherwise:-

(ii) The company enters into derivative contracts for mitigating exchange rate risk in foreign currency liabilities and interest rate risk in foreign currency and rupee liabilities. Paragraphs 36 and 39 of the AS 11 states that in respect of forward exchange contracts not intended for trading or speculative purpose, the forward premium / discount be amortised over the life of such contracts and the forward exchange contracts intended for trading or speculative purpose be marked to market. The derivatives entered into by the company are in the nature of hedging and not in the nature of speculative or trading. The derivatives in the nature of forwards are dealt with in accordance with AS 11.

The Institute of Chartered Accountants of India (ICAI) had issued an announcement dated 29th March, 2008 regarding accounting for derivatives which gives companies an option either to account for losses, if any, on derivatives based on mark to market valuation or to adopt the principles enunciated in the Accounting Standard (AS) 30 on ‘Financial Instruments: Recognition and Measurements’. The Company has not adopted AS 30, nor accounted for mark to market losses for other derivatives outstanding as at 31st March 2011, as the ICAI, vide their announcement dated 11th February 2011, have stated, inter-alia, that AS - 30 is not presently mandatory and that it is not expected to continue in its present form, and hence the announcement prior to the date of 11th February, 2011, in the management's view, does not hold good.

Currencies Amount (in millions)

31.03.2011 31.03.2010 USD EURO JPY

381.76 26.66 42,551.04

427.43 27.63 1,590.51

14.

(b) Asset under finance lease after 01.04.2001: (i) The gross investment in the leased assets and the present value of the minimum value receivable at the balance sheet date and the value of unearned financial income are been given in the table below: The future lease rentals are given below:- (Rs. in crore)

Particulars As on 31.03.2011

As on 31.03.10

Total of future minimum lease payments (Gross Investments) 541.19 205.01 Present value of lease payments 355.96 160.63 Unearned finance income 185.23 44.38 Maturity profile of total of future minimum lease payments (Gross Investment)

Not later than one year 77.99 45.07 Later than one year and not later than 5 years 246.56 156.99 Later than five years 216.64 2.95 Total 541.19 205.01 Break up of Present Value of Lease Payments Not later than one year 43.28 29.26 Later than one year and not later than 5 years 155.19 128.49 Later than five years 157.49 2.88 Total 355.96 160.63

(ii) The Company had sanctioned an amount of Rs. 88.90 crore in the year 2004 as finance lease for financing wind turbine generator (commissioned on 19.07.2004) which was reduced to Rs. 88.85 crore in December 2006. The gross investment stood at the level of Rs. 46.01 crore as on 31.03.2011. The lease rent is to be recovered within a period of 15 Years, starting from 19.07.2004, which comprises of 10 years as a primary period and 5 years as a secondary period. (iii) The Company had sanctioned an amount of Rs. 98.44 crore in the year 2004 as finance lease for financing wind turbine generator (commissioned on 18.5.2004). The gross investment stood at Rs. 48.33 crore as on 31.03.2011. The lease rent is to be recovered within a period of 20 years, starting from 18.05.2004, which comprises of 10 years as a primary period and maximum of another 10 years as a secondary period. (iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease for financing wind turbine generator (commissioned on 09.06.2005). The gross investment stood at Rs. 65.60 crore as on

31.03.2011. The lease rent is to be recovered within a period of 19 years 11 months, starting from 09.06.2005, which comprises of 10 years as a primary period and maximum of 9 years and 11 months as a secondary period. (v) The Company had sanctioned an amount of Rs.228.94 crore in the year 2008 as finance lease for financing wind turbine generator. The gross investment stood at Rs. 381.25 crore as on 31.03.2011. The lease rent is to be recovered within a period of 20 years, starting from 31.10.2010, which comprises of 12 years as a primary period and maximum of 8 years as a secondary period.

b) Operating Lease: The Company’s operating leases consists:- Premises for offices and for residential use of employees are lease arrangements, and are usually renewable on mutually agreed terms, and are cancellable. Rent for residential accommodation of employees include Rs. 6.89 crore (previous year Rs. 4.06 crore) towards lease payments, net of recoveries in respect of premises for residential use of employees. Lease payments in respect of premises for employees are shown as rent for residential accommodation of employees in Schedule 14 – Personnel, Administration and Other Expenses. Lease payments in respect of premises for offices are shown as office rent in Schedule 14 – Personnel, Administration and Other Expenses.

15. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i) The Company claims subsidy from Govt. of India at net present value calculated at indicative interest rates in accordance with the GOI’s letter vide D.O.No.32024 / 17 / 97 – PFC dated 23.09.1997 and O.M.No.32024 / 23 / 2001 – PFC dated 07.03.2003, irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each project (based upon certain assumptions that these would remain same over the projected period of each loan / project), the Company estimated the net excess amount of Rs. 35.31 crore and Rs. 229.43 crore (excluding an amount of Rs. 17.65 crore recoverable from Irrigation Department of Government of Maharashtra) as at 31.03.2011 for IX and X plan respectively under AG&SP schemes and there is no shortfall. This net excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre payment, interest rate reset etc. Any excess / shortfall in the interest subsidy fund will be refunded or adjusted / charged off at the completion of the respective scheme.

(ii) The amount of Rs. 451.87 crore (Previous year Rs. 663.49 crore) under the head Interest Subsidy Fund, represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of the following : -

(Rs.in crore)

Particulars As on 31.03.2011

As on 31.03.2010

Opening balance of Interest Subsidy Fund 663.49 908.94 Add : - Received during the period : - Interest credited during the period

-- 56.22

-- 80.44

Less : Interest subsidy passed on to borrowers Refunded to MoP:

(e) Estimated net excess against IX Plan (f) Due to non- commissioning of Project in time

117.84 150.00 --

169.36 150.00 6.53

Closing balance of interest subsidy fund 451.87 663.49

16. (i) The Company has been designated as the Nodal Agency for operationalisation and associated service for implementation of the Re-structured Accelerated Power Development and Reforms Programme (R – APDRP) during XI plan by the , MoP, GoI under it’s overall guidance.Projects under the scheme are being taken up in two parts. Part – A includes the projects for establishment of baseline data and IT applications for energy accounting as well as IT based customer care centers. Part – B includes regular distribution strengthening projects.GoI provides 100% loan for Part A and up to 25% (up to 90% for special category States) loan for Part – B. Balance funds for Part – B projects can be raised by the utilities from PFC / REC / multi-lateral institutions and / or own resources. The loans under Part – A alongwith interest thereon is convertible into grant as per R – APDRP guidelines. Similarly, upto 50% (up to 90% for special category states) of the loan against Part –B project would be convertible in to grant as per R – APDRP guidelines. Enabling activities of the programe is covered under Part – C.

The loans under R – APDRP are routed through the Company for disbursement to the eligible utilities. The amount so disbursed but not converted in to grants as per R – APDRP guidelines will be repaid along with interest to the GoI on receipt from the borrowers. The details are furnished below : (Rs. in crore)

Particulars

Amount recoverable from borrowers & payable to GOI

R – APDRP Fund Amount payable to GOI (Interest earned on Fixed Deposit)

As at 31.03.2011

As at 31.03.2010

As at 31.03.2011

As at 31.03.2010

As at 31.03.2011

As at 31.03.2010

Opening balance 1,646.09 325.10 0.00 0.00 0.11 0.00 Additions during the year 2256.79 1,320.99 2256.79 1,320.99 6.29 0.11 Disbursements / changes during the year 2256.79 1,320.99 Total 3902.88 1646.09 0.00 0.00 6.40 0.11 Interest accrued but not due 413.01 109.70 0.48 Closing balance 4,315.89 1,755.79 0.00 0.00 6.88 0.11

(ii) Pending finalization of norms for payment of nodal agency fee, etc. the accounting policy therefore was held in abeyance in 2009-10 and fee etc. had not been accounted for in 2009-10. On finalization of norms by MoP, GoI, vide Office Memorandum No. 14 / 03 / 2008 – APDRP dated 20th August, 2010, the Company has recognised in the books of accounts, during the year ended 31.03.2011, nodal agency fee income Rs. 89.62 crore (previous year NIL) in respect of sanctions and disbursements done in 2008-09, 2009-10 and 2010-11.

(iii) During the year ended 31.03.2011, the Company has recognized Rs. 39.20 crore as amount reimbursed / reimbursable from the Ministry of Power, Govt. of India, towards the actual expenditure incurred in FY 2008-09, 2009-10 and in 2010-11 on various activities for operationalising the programme.

(iv) As on 31.03.2011, the total amount of nodal agency fees and reimbursement of expenditure

recognised by PFC has been as under:- (Rs. in crore)

During 2010-11 Cumulative up-to 31.03.2011 Nodal agency fees Reimbursement of expenditure

89.62 39.20

89.62 39.20

Total 128.82 128.82

(v) As per Office Memorandum No. 14 / 03 / 2008 – APDRP dated 20th August, 2010 of the MoP, GoI, the total amount receivable against the nodal agency fee plus the reimbursement of actual expenditure will not exceed Rs. 850 crore or 1.7 % of the likely outlay under Part A & B of R – APDRP, whichever is less.

17.

The net deferred tax liabilities of Rs. 82.90 crore (previous year Rs. 46.93 crore) have been computed as per Accounting Standard 22 Accounting for Taxes on Income. The breakup of deferred tax liabilities is given below: - (Rs. in crore)

Description As on 31.03.2011

As on 31.03.2010

(a) Deferred Tax Asset (+) (i) Provision for expenses not deductible under Income Tax Act

18.02 7.06

(ii) Preliminary Expenses written off and brought forward losses

0.07 0.02

(b) Deferred Tax Liabilities (-)

(ii) Depreciation -0.44 -0.12 (iii) Lease income on new leases -99.69 -53.36 (iv) Amortization -0.86 -0.53 Net Deferred Tax liabilities (-)/Assets (+) -82.90 -46.93

18.

In compliance with Accounting Standard – 20 on Earning Per Share issued by the Institute of Chartered Accountants of India, the calculation of Earning Per Share (basic and diluted) is as under:-

Particulars Current year 31.03.2011

Previous year 31.03.2010

Net Profit after tax used as numerator (Rs. in crore) 2647.12 2,357.25

Weighted average number of equity shares used as denominator (basic & diluted)

114,77,66,700

114,77,66,700

Earning per share (basic & diluted) (Rupees) 23.06 20.54

Face value per share (Rupees) 10 10

19. The Company has no outstanding liability towards Micro, Small and Medium enterprises. 20.

The value of lease hold land aggregating to Rs. 37.87 crore (previous year Rs. 38.33 crore) comprises of Rs. 31.83 crore (previous year Rs. 31.83crore) paid towards cost of land to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty of Rs. 2.01 crore (previous year Rs.2.47 crore) and capitalization of ground rent of Rs.4.03 crore (previous year Rs. 4.03 crore) up to the date of completion of building. The Land and Development Office have executed the perpetual lease deed on 23.03.2011. The registration of the perpetual lease deed is under process. Leasehold land is not amortized, as it is a perpetual lease..

21. Liabilities and assets denominated in foreign currency have generally been translated at TT selling rate of SBI at year end as given below: -

S. No. Exchange Rates 31.03.2011 31.03.2010 1 USD / INR 45.1400 45.5800 2 JPY / INR 0.5484 0.4900 3 EURO / INR 63.9900 61.3100

In-case of specific provision in the loan agreement for a rate other than SBI TT selling rate, the rate has been taken as prescribed in the respective loan agreement.

22. Disclosures as per Accounting Standard –15 :-A. Provident fund The Company pays fixed contribution to provident fund at prescribed rates to a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to the profit and loss account. The obligation of the Company is to make such fixed contribution and to ensure a minimum rate of return to the members as specified by GoI. Any short fall for payment of interest to members as per specified rate of return has to be compensated by the Company. The Company estimates that no liability will take place in this regard in the near future and hence no further provision is considered necessary. B. Gratuity The Company has a defined gratuity scheme and is managed by a separate trust. The provision for the same has been made on actuarial valuation based upon total number of years of service rendered by the employee subject to a maximum amount of Rs.10 lakh. C. Post Retirement Medical Scheme (PRMS) The Company has Post-Retirement Medical Scheme (PRMS), under which retired employees and the dependent family members are provided medical facilities in empanelled hospitals. They can also avail of reimbursement of out-patient treatment subject to a ceiling fixed by the Company. D. Terminal Benefits Terminal benefits include settlement in home town for employees & their dependents.

E. Leave The Company provides for earned leave benefit and half-pay leave to the credit of the employees, which accrue on half yearly basis @ 15 days and 10 days, respectively. 75% of the earned leave is encashable while in service and a maximum of 300 days earned leave can be accumulated, which is encashable on superannuation / separation. Half pay leave is encashable on separation after 10 years of service or at the time of superannuation subject to a maximum of 300 days. The liability for the same is recognized, based on actuarial valuation. The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of actuarial valuation. The summarised position of various defined benefits recognized in the profit and loss account, balance sheet are as under {Figures in brackets ( ) represents to previous year} i)Expenses recognised in Profit and Loss Account (Rs.in crore)

Gratuity PRMS Leave

Current service cost 0.92 (0.80)

0.26 ( 0.24)

1.73 (1.29)

Interest cost on benefit obligation 0.84 (0.59)

0.49 (0.27)

0.96 (0.54)

Expected return on plan assets -0.69 (-0.53)

0.00 (0.00)

0.00 (0.00)

Net actuarial (gain) / loss recognised in the year 0.65 (1.90)

0.17 ( 2.58)

0.65 (5.53)

Expenses recognised in Profit & Loss Account *1.72 (2.76)

0.92 (3.09)

*3.34 (7.36)

(*) Includes Rs.0.10 crore (previous year Rs.0.08 crore) and Rs. 0.15 crore (previous year Rs.0.11 crore) for gratuity and leave, respectively allocated to subsidiary companies. ii) The amount recognized in the Balance Sheet (Rs. in crore)

Gratuity PRMS Leave

Present value of obligation as at 31.03.2011 (i) 12.69 (11.18)

7.13 (6.44)

15.47 (12.84)

Fair value of plan assets at 31.03.2011 (ii) 10.57 (8.42)

0.00 (0.00)

0.00 (0.00)

Difference (ii) – (i) -2.12 -2.76)

-7.13 ( -6.44)

-15.47 -12.84)

Net asset / (liability) recognized in the Balance Sheet -1.72 (-2.76)

-7.13 (-6.44)

-15.47 ( -12.84)

iii) Changes in the present value of the defined benefit obligations (Rs. in crore)

Gratuity PRMS Leave

Present value of obligation as at 01.04.2010 11.18 (7.96)

6.44 (3.66)

12.84 (7.15)

Interest cost 0.84 (0.59)

0.49 (0.27)

0.96 (0.54)

Current service cost 0.92 (0.80)

0.26 (0.24)

1.73 (1.29)

Benefits paid -1.04 (-0.07)

-0.23 ( -0.31)

-0.71 ( -1.67)

Net actuarial (gain)/loss on obligation 0.79 (1.90)

0.17 (2.58)

0.65 (5.53)

Present value of the defined benefit obligation as at 31.03.2011

12.69 (11.18)

7.13 (6.44)

15.47 (12.84)

iv) Changes in the fair value of plan assets

(Rs. in crore) Gratuity PRMS Leave Fair value of plan assets as at 01.04.2010 *7.92

(7.96) 0.00 (0.00)

0.00 (0.00)

Expected return on plan assets 0.69 (0.53)

0.00 (0.00)

0.00 (0.00)

Contributions by employer 2.86 (0.00)

0.00 (0.00)

0.00 (0.00)

Benefit paid -1.04 ( -0.07)

0.00 (0.00)

0.00 (0.00)

Actuarial gain / (loss) 0.14 (0.00)

0.00 (0.00)

0.00 (0.00)

Fair value of plan assets as at 31.03.2011 *10.57 (8.42)

0.00 (0.00)

0.00 (0.00)

* It has been revised from Rs. 8.42 crore to Rs. 7.92 crore during the current financial year, after finalisation and audit of accounts of Gratuity Trust for the financial year 2009-10. v) One percent increase / decrease in the inflation rate would impact liability for medical cost of PRMS, as under:- Cost increase by 1% Rs. 0.14 crore Cost decrease by 1% Rs. 0.11 crore vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of Rs. 1.79 crore, to PRMS of Rs. 0.92 crore, to leave Rs. 3.34 crore and to pension Rs. 2.28 crore. (previous year towards contribution to the Gratuity Trust of Rs.2.76 crore, to PRMS of Rs.3.09 crore, to leave Rs.7.36 crore and to pension Rs.1.78 crore). E. Other Employee Benefits:- During the year, provision of Rs. - 0.03 crore (previous Year Rs. 0.04 crore) has been made for Economic Rehabilitation Scheme for Employees and provision of Rs. 0.65 crores has been made for Long Service Award for Employees (Previous year Rs. 0.01 crore reversed) on the basis of actuarial valuation made at the year end by charging / crediting the profit and loss account. F. Details of the Plan Asset:- The details of the plan assets at cost, as on 31.03.2011 are as follows:- (Rs. in crore)

SL Particulars 2010-11 2009-10 i) State Government Securities 3.83 1.37 ii) Central Government Securities 2.50 2.18 iii) Corporate bonds / debentures 4.24 4.87 Total 10.57 8.42

G. Actuarial assumptions Principal assumptions used for actuarial valuation are:- Method used Projected Unit Credit Method Discount rate 7.50 % Expected rate of return on assets – Gratuity 8.77 % Future salary increase 5.00 % The estimates of future salary increases considered in actuarial valuation, take into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

23. Details of provision as required in Accounting Standard – 29. (Rs.in crore)

Particulars Financial year 2010-11

Financial year 2009-10

Post Retirement Medical Scheme Opening Balance 6.44 3.66 Addition during the year 0.92 3.09 Amount paid / utilized during the year 0.23 0.31 Closing Balance 7.13 6.44 Gratuity Opening Balance 2.76 3.02 Addition during the year $ 1.79 2.76 Amount paid / utilized during the year 2.83 3.02 Closing Balance 1.72 2.76 $ Addition for the FY 2010-11 includes Rs. 0.07 crore related to FY 2009-10 Pension* Opening Balance 1.78 0.00 Addition during the year 2.28 1.78 Amount paid / utilized during the year 0.00 0.00 Closing Balance 4.06 1.78 Leave Encashment Opening Balance 12.84 7.15 Addition during the year 3.34 7.36 Amount paid / utilized during the year 0.71 1.67 Closing Balance 15.47 12.84 Wage Revision Opening Balance 6.20 21.89 Addition during the year 0.71 1.57 Amount paid / utilized during the year 6.91 17.26 Closing Balance 0.00 6.20 Economic Rehabilitation Scheme for Employee Opening Balance 1.31 1.29 Addition during the year -0.03 0.04 Amount paid / utilized during the year 0.02 0.02 Closing Balance 1.26 1.31 Bonus / Incentive / Base line Compensation Opening Balance 16.33 9.76 Addition during the year 17.78 14.32 Amount paid / utilized during the year 9.59 7.75 Closing Balance 24.52 16.33 Leave Travel Concession Opening Balance 0.00 2.34 Addition during the year 0.00 0.15 Amount paid / utilized during the year 0.00 2.49 Closing Balance 0.00 0.00 Baggage Allowances Opening Balance 0.05 0.05 Addition during the year 0.00 0.00 Amount paid / utilized during the year 0.00 0.00 Closing Balance 0.05 0.05 Service Award Opening Balance 2.10 2.11 Addition during the year 0.65 -0.01 Amount paid / utilized during the year 0.00 0.00 Closing Balance 2.75 2.10 Income Tax Opening Balance 1,337.29 1,489.88 Addition during the year 898.99 800.55

Amount refunded / adjusted 21.15 953.14 Closing Balance 2,215.13 1,337.29 Fringe Benefit Tax Opening Balance 0.80 2.90 Addition during the year 0.00 0.00 Amount adjusted during the year 0.00 2.10 Closing Balance 0.80 0.80 Proposed Final Dividend Opening Balance 172.17 154.95 Addition during the year ** 197.99 172.17 Amount paid / utilized during the year 172.17 154.95 Closing Balance 197.99 172.17 Proposed Corporate Dividend Tax Opening Balance 29.26 26.33 Addition during the year 32.12 29.26 Amount paid / utilized during the year 29.26 26.33 Closing Balance 32.12 29.26

* Pension: In view of the guidelines of the Department of Public Enterprise (DPE) for providing superannuation benefits with effect from 01.01.07, the Company is in the process of finalizing pension scheme for its employees. Pending finalisation of the scheme, the Company has made a provision of Rs. 2.28 crore during the period (previous year Rs. 1.78 crore for the period from 01.01.2007 to 31.03.2010). ** The Company paid an interim dividend of Rs. 3.50 per equity share of Rs. 10 each amounting to Rs. 401.72 crore on 22.01.2011 on the then paid up equity share capital of Rs. 1147.77 crore. The Company has issued 17,21,65,005 number of equity shares in May 2011 resulting in an increase of Rs.172.16 crore in paid up equity share capital. The Board of Directors recommended a final dividend of Rs. 1.50 per equity shares of RS. 10 each amounting to Rs. 197.99 crore on the post issue paid up equity share capital of Rs. 1319.93 crore subject to shareholders' approval in the Annual General Meeting. Total dividend for the financial year 20010-11 is Rs. 5.00 (interim dividend of Rs. 3.50 and final dividend of Rs. 1.50) per equity share of Rs. 10 each on the pre issue share capital of Rs. 1147.77 crore and Rs. 1.50 (final dividend) on the additional share capital of Rs. 172.16 crore issued in May 2011.

24.

(iii) During the year, the Company has sent letters seeking confirmation of balances as on 31.12.2010 to the borrowers. However, confirmations in few cases were yet to be received.

(iv) Some of the designated bank accounts opened for making interest payment to bondholders / debenture holders have outstanding balance of Rs. 0.50 crore are subject to reconciliation / confirmation.

25. The Company and its subsidiary, associates and joint venture entities have no exposure to real estate sector as on 31.03.2011.

26. The Company and its subsidiary do not have more than one reportable segment in terms of Accounting Standard No. 17 on Segment Reporting.

27. The disclosure requirement in respect of subsidiary / associate companies and Joint Venture entities have been disclosed to the extent available from their audited accounts.

28. 29.

Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable with the current period. Figures have been rounded off to the nearest crore of rupees with two decimals.

Financial Year 2009-10

Notes on Accounts to Consolidated Financial Statements

1. The Consolidated Financial Statements represent consolidation of accounts of the Company (Power Finance Corporation Limited), its subsidiary company and joint venture entities and associate company as detailed below:-

Name of the Subsidiary Company / Joint Venture Entities and Associate Company

Country of Incorporation

Proportion (%) of Shareholdings as on

Status of Accounts & Accounting period

31.03.2010 31.03.2009 Subsidiary Company PFC Consulting Limited

India

100

100

Audited Accounts from 01.04.2009 to 31.03.2010

Joint Venture Entities National Power Exchange Limited Energy Efficiency Services limited

India India

16.66 25

16.66 --

Audited Accounts from 01.04.2009 to 31.03.2010 Audited Accounts from 10.12.2009 to 31.03.2010

Associate Company Power equity Capital Advisors (P) Ltd.

India

30

---

Audited Accounts from 01.06.2009 to 31.03.2010

1.1. The Financial Statements of subsidiaries (incorporated in India) as mentioned below are not

consolidated in terms of paragraph 11 of Accounting Standard-21 which states that a subsidiary should be excluded from consolidation when control is intended to be temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal to successful bidder on completion of the bidding process :-

Name of the Company Proportion (%) of Shareholding as on 31.03.2010 31.03.2009 Subsidiary Companies: Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

100 100

Bokaro-Kodarma Maithan Transmission Co. Ltd. 100 100 Coastal Karnataka Power Limited 100 100 Coastal Maharashtra Mega Power Limited 100 100 Coastal Tamil Nadu Power Limited 100 100 Orissa Integrated Power Limited 100 100

Sakhigopal Integrated Power Limited 100 --- Ghogarpalli Integrated Power Limited 100 --- Tatiya Andhra Mega Power Limited 100 --- Bhopal Dhule Transmission Company Limited (wholly owned subsidiary company of PFCCL Ltd.)

100

---

Jabalpur Transmission Company Limited (wholly owned subsidiary company of PFCCL Ltd.)

100

---

The above subsidiary companies were incorporated as Special Purpose Vehicle (SPVs) under the mandate from Government of India for development of Ultra Mega Power Projects (UMPPs) and Transmission Projects with the intention to hand over the same to successful bidder on completion of the bidding process. 1.2 The Company promoted and acquired the shares at face value in the Subsidiary Company. Therefore goodwill or capital reserve did not arise.

2..

Contingent liabilities: (i) Default Guarantees issued by the Company in foreign currency :

e) EURO 0.710 million equivalents to Rs. 4.35 crore (previous year EURO 1.066 million equivalent to Rs. 7.29 crore).

f) US$ 17.745 million equivalent to Rs. 80.88 crore (previous year US$ 21.145 million equivalent to

Rs.108.79 crore).

(ii) Default Guarantee issued by the Company in Indian Rupee: Rs. 400.00 crore, (previous year Rs 400.00 crore). (iii) Bank Guarantee issued by the Company in Indian Rupee: Rs 0.04.crore, (previous year Rs 0.04 crore).

(iv) Outstanding disbursement commitments to the borrowers for Letter of Comforts issued against the loans sanctioned Rs. 3414.21crore (Previous year Rs. 394.88 crore).

(v) (a) The additional demand raised by the Income Tax Department of Rs.44.23 crore and Rs.1.38 crore for Assessment Year 2006-07 & 2007-08, respectively were paid and are being contested. The management does not consider it necessary to make any provision as the probability of outflow of resources is negligible. (b) CIT(A) has granted refund of Rs.2.97 crore for Assessment Year 1996-97 and Rs.0.73 crore for Assessment Year 2001-02 against which the Income Tax department has filed appeals before ITAT and are pending, as the Income tax department has not yet received permission of the Committee of Disputes (COD) to pursue the appeals. (c) The Income tax department has filed appeals before Delhi High Court against its own order and the order of ITAT granting refund of Rs.0.36 crore & Rs.0.31 crore for Assessment Year 2001-02 & 2002-03. The Income tax department. has not yet obtained the COD's permission to pursue the appeals.

(vi) Claim not acknowledged as debts are Rs. 7.80 crore (previous year Rs.7.80 crore). (vii) Estimated amounts of contracts remaining to be executed on account of capital contracts is Rs. 12.98 crore

(Previous Year Rs. 8.37 crore).

3. The additional demands raised by the Income Tax Department (net of relief granted by Appellate Authorities) of Rs.0.26 crore for Assessment Year 1996-97, Rs.3.22 crore for Assessment Year 2000-01, Rs.5.34 crore for Assessment Year 2001-02, Rs.4.74 crore for Assessment Year 2002-03, Rs.4.24crore for Assessment Year 2003-04, Rs.3.21 crore for Assessment Year 2004-05 and Rs.23.64 crore for Assessment Year 2005-06 were paid and provided for and are being contested.

4.

The Government of India, Ministry of Power, under section 58(4) of the Madhya Pradesh Reorganization Act, 2000 (MPRA) issued an order No 42/8/2000-R&R dated 12.04.2001 through which assets, transfer rights, liabilities, undertaking etc, of erstwhile Madhya Pradesh Electricity Board (MPEB) were passed on to the successor boards namely MPSEB and CSEB after bifurcation of state of Madhya Pradesh. Subsequently, the GOI, Ministry of Power through the Gazette of India Extraordinary-MoP, New Delhi notification dated 04.11.2004 had decided to divide the liability and assets of erstwhile MPEB into MPSEB & CSEB in the ratio of fixed assets of 90:10 respectively. Consequent upon this, CSEB has informed that though it has been clearing the dues of the Company based on the acquired liability of erstwhile MPEB at Rs.110.64 crore, it has requested the Company to align the dues in line with MoP order to Rs.105.23 crore. Nevertheless, the Company will receive the full amount of principal payment either from CSEB or MPSEB. Further, PFC has taken up the matter with MoP and has requested MoP to review and revise the order on a plea that PFC’s loans are project specific and the amount disbursed actually goes into the creation of the assets on such projects are not to be allocated in the manner as suggested by MoP in the new order. The decision of MoP is awaited.

5.

(i) A project under implementation having principal outstanding of Rs 325.00 crores (previous year Rs. 297.98 crore) has been considered as Standard Asset in terms of RBI Circular No.

DBS.FID.No.C-11/01.02.00/ 2001-02 dated 1.02.2002 read with D.O. letter DBS.FID No.1285/ 01.02.00/2001-02 dated 14.05.2002 thereby treating the asset as standard till June, 2008, and RBI vide letter no. DBOD, BP.No.7675/ 21.04.048/ 2008-09 dated 11.11.2008 which advised that the date of commencement of commercial operation should be 31.03.2009 (instead of the deemed date of completion of the project i.e. June 2006 as fixed by an independent group setup by RBI), as decided at the time of actual financial closure of the project in September 2006. Based on above, read with RBI Master Circular DBOD No. BP. BC.3 / 21.04.141 / 2009-10 dated 01.07. 2009, the asset may be treated as standard asset not exceeding two years from the date of completion of the project (i.e. 2 years from 31.3.2009). However, the company recognizes the interest on this loan on receipt basis in terms of the Accounting Policy and as per prudential norms approved by Ministry of Power.

Further, the Company has approved and finalized the amendments to the Financial Realignment Plan (FRP), inter-alia, determining the scheduled project Commercial Operation Date (COD) as 01.01.2011. Financial Realignment Plan (FRP) has been accepted by the Project Management and is under implementation. As per FRP, the Project Company will issue Zero Coupon Bonds (ZCB) (towards interest outstanding for the period from 01.10.2001 to 31.10.2005) valuing Rs. 103.88 crore (excluding waiver of interest, penal interest etc. amounting to Rs. 8.64 crore). During the year, the amount of Rs. 54.93 crores (including the dues of previous year of Rs. 8.72 crore and the guarantee fee for current year of Rs. 4.64 crores) became due on the loan as per FRP, out of which Rs 31.81 crores were received and accounted for as per accounting policy. The balance of Rs. 23.12 crores being interest and other charges due as on 31.03.2010 and Rs 103.87 crore against ZCB have not been recognized as per accounting policy .

(ii) One gas based power project, having Principal outstanding of Rs. 401.96 crore could not be commissioned on the scheduled commissioning date (September 2006 ) due to non availability of gas. Resultantly the company made an interim reschedulement of the loan account on 07.03.2007, followed by final reschedulement on 03.12.2007 in line with the reschedulement done by lead bank as per which repayment of the principal was to commence from 15.10.2009. As the bottleneck of the non availability of gas continued, the lead Bank again restructured /rescheduled the loan account (in line with the lenders meetings dated 12.02.2009) and classified it as standard asset under special regulatory treatment, in accordance with RBI circular DBOD No. BP.BC.84/21.04.048/2008-09 dated 14.11.2008. The company being one of the consortium member of the lenders also rescheduled the loan account on 11.05.2009 and accordingly classified as Standard Asset.

6. During the year, two borrowers had made premature repayment of their loan without prepayment premium including service tax amounting to Rs.6.75 crores. As per the terms and condition of loan / policy, the demand for prepayment premium has been sent to the borrowers, which they have disputed and not paid so far and thus has not been accounted for. One borrower has made part premature repayment of Rs.131.21 crores (principal- Rs. 125 crores and pre payment premium / interest etc. Rs.6.21 crores). As per the terms of Loan Agreement, the pre-mature repayment can be made only on the interest payment due date. Since the payment is made before the interest payment date, the Company demanded interest upto interest due date. This is disputed by the borrower. Hence the same has not been accounted for.

7.

(i)Assets of Rs. 14.38 crore (Previous year Rs.15.43 crore) were classified as Non Performing Assets in terms of prudential norms of the Company. Accordingly, a provision of Rs. 8.14 crore is held in the accounts (previous year Rs.8.97 crore). (ii)Interest Subsidy under AG&SP (including interest upto 31st March, 2010) amounting to Rs. 24.67 crores (previous year Rs.98.90 crores), became recoverable in respect of one project (previous year two projects) and is yet to be recovered. It became recoverable, as the project was not completed till 31.03.2007 and the subsidy was withdrawn by Ministry of Power. The interest subsidy of Rs. 24.67 crore (previous year Rs. 95.71 crore) is payable to the Ministry of Power and will be paid on its receipt.

8.

The Company discontinued interest rate restructuring policy w.e.f. December 2005. However, the loans which were restructured with 3 year reset (after 3 years the loan shall carry original interest rate i.e. the rate before interest restructuring). The borrower was given option to seek further restructuring after 3 years on payment of 50% premium being NPV of difference between original interest rate and Current interest rate for the entire remaining period of Loan. Accordingly the Company has done interest restructuring amounting to Rs. Nil (previous year Rs.703.35 crore). An amount of Rs. Nil (previous year Rs. 8.95 crore) has been received and credited to Profit and Loss Account as Interest Restructuring Premium (Refer schedule 10).

9. The Company is not required to create Bond Redemption Reserve in respect of bonds by virtue of the Department of Company Affairs’ Circular of 18.04.2002 according to which the financial institutions within the meaning of Section 4A of the Companies Act 1956 were not required to create Bond Redemption Reserve in

case of privately placed debentures. The Company is not required to maintain Reserve Fund under Section 45-IC of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI vide its letter dated 24.01.2000.

10.

Foreign currency actual outgo and earnings: (Rs. in crore)

S.No. Description Year ended 31.03.2010

Year ended 31.03.2009

A. Expenditure in foreign currency i) Interest on loans from foreign institutions 96.91 125.80 ii) Financial & Other charges 35.08 14.56 iii) Traveling Expenses 0.26 0.15 iv) Training Expenses 0.15 0.07 B. Earning in foreign currency Nil Nil

11.1

Related Party Disclosures: Key Managerial Personnel:

Name of the Key Managerial Personnel Shri Satnam Singh,CMD (w.e.f. 01.08.2008) Shri M K Goel, Director (w.e.f. 27.07.2007) Shri Rajeev Sharma,Director (w.e.f. 09.03.2009) Shri R. Nagarajan, Director (w.e.f. 31.07.2009) Subsidiary company & Joint Ventures entities Shri N D Tyagi Shri R. S. Sharma Shri I. J. Kapoor

Managerial Remuneration: (Rs. in crore)

Chairman & Managing Director

Other Directors and CEO

For the year ended 31.03.10

For the year ended 31.03.09

For the year ended 31.03.10

For the year ended 31.03.09

Salaries & Allowances 0.27 0.33 1.20 0.42 Contribution to Provident Fund and other Welfare Fund

0.02 0.01 0.04 0.02

Other Perquisites / Payments 0.18 0.12 0.38 0.13 Total 0.47 0.46 1.62 0.57

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs.780/- per month.

11.2

Investment in Equity Share Capital of Subsidiaries/Associates/Joint Venture entities including companies promoted as SPVs for Ultra Mega Power Projects are given below:-

SL Name of the Companies Number of shares subscribed

Percentage of ownership

Amount (Rs. in crore)

A Subsidiary Company 1. PFC Consulting Limited (PFCCL) 50000 100% 0.05 Sub-Total (A) 50000 0.05 B Subsidiary Companies promoted as

SPVs for Ultra Mega Power Projects

1. Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

50000 100% 0.05

2. Bokaro-Kodarma Maithan Transmission Co. Ltd.

50000 100% 0.05

3. Coastal Karnataka Power Limited 50000 100% 0.05

4. Coastal Maharashtra Mega Power Limited

50000 100% 0.05

5. Coastal Tamil Nadu Power Limited 50000 100% 0.05

6. Orissa Integrated Power Limited 50000 100% 0.05

7. Sakhigopal Integrated Power Limited 50000 100% 0.05

8. Ghogarpalli Integrated Power Limited 50000 100% 0.05

9. Tatiya Andhra Mega Power Limited 50000 100% 0.05

10. Bhopal Dhule Transmission Company Limited (wholly owned subsidiary of PFC Consulting Ltd)

50000 100% 0.05

11. Jabalpur Transmission Company Limited (wholly owned subsidiary of PFC Consulting Ltd)

50000 100% 0.05

Sub-Total (B) 550000 0.55

C Associate companies and Joint venture entities

1. Power Equity Capital Advisors (Pvt.) Limited

15000 30% 0.02

2. National Power Exchange Limited 833000 16.66% 0.83

3. Energy Efficiency Services Ltd. 625000 25% 0.63

Sub_Total (C ) 1473000 1.48 TOTAL (A) + (B) +(C ) 2073000 2.08

11.3

The details of amount recoverable (including interest thereon) from the respective subsidiariesare given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2010

Amount as on 31.03.2009

PFC Consulting Limited 0.00 0.09 Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

33.08 1.60

Bokaro Kodarma Maithon Tr. Co. Ltd.(**) 0.00 1.12

Coastal Karnataka Power Limited 1.83 1.46 Coastal Maharashtra Mega Power Limited 4.28 3.41

Coastal Tamil Nadu Power Ltd. 11.17 4.37 East-North Interconnection Co. Ltd. 0.00 2.14 Ghogarpali Integrated Power Limited 0.24 -- Jharkhand Integrated Power Ltd 0.00 48.60 Orissa Integrated Power Limited 13.67 4.77 Sakhigopal Integrated Power Limited 0.24 0.01 Tatiya Andhra Mega Power Limited 0.88 -- Bhopal Dhule Transmission Company Limited and Jabalpur Transmission Company Limited (wholly owned subsidiary of PFC Consulting Ltd)

0.53

--

Total 65.92 67.57 (**) In respect of Bokaro Kodarma Maithon Transmission Co. Ltd. (BKMTCL), MoP decided to entrust this project to Power Grid Corporation of India Ltd (PGCIL) instead of to PFC. Therefore, PFC requested MoP to advice PGCIL to reimburse PFC Rs.1.12 crore on account of expenses incurred so far by PFC, so as to close this project in PFC. In addition to this Rs.0.05 crore was recoverable from BKMTCL. On advice of MoP, an amount of Rs.0.82 crore has been recovered fromPGCIL as full and final settlement. Rs. 0.05 crore has also been recovered from BKMTCL.The balance amount of Rs.0.25 crores had been written off. Further, pending de-registration of BKMTCL, a provision of Rs.0.05 crores has been made against the equity investment in BKMTCL.

11.4

The details of amount payable to subsidiaries (including interest) in respect of amount contributed by Power Procurers are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2010

Amount as on 31.03.2009

Chhattisgarh Surguja Power Ltd. (previously known as Akaltara Power Limited)

41.96 30.13

Coastal Maharashtra Mega Power Limited 42.96 41.40 Coastal Tamil Nadu Power Ltd. 46.88 41.02 Jharkhand Integrated Power Ltd. -- 48.97 Orissa Integrated Power Limited 48.05 45.99 Sakhigopal Integrated Power Limited 5.15 4.81 Bhopal Dhule Transmission Company Limited and Jabalpur Transmission Company Limited (wholly owned subsidiary of PFC consulting Ltd)

26.43

--

Total 211.43 212.32

11.5 The Company has made investments in equity (unquoted) of - “National Power Exchange limited” and "Energy Efficiency Services Ltd". National Power Exchange Limited (NPEL) PFC, NTPC, NHPC and TCS have jointly promoted ‘National Power Exchange Limited’. The National Power Exchange Ltd (NPEL) will carry out the business of providing platform for trading of power through an organized exchange. The Company has since made the investment of Rs 0.83 crore upto 31st March 2010. NPEL has not commenced its operation. Energy Efficiency Services Limited (EESL) Energy Efficiency Services Limited has been jointly promoted by NTPC, PFC, PGCIL and REC with equal participation in equity capital for implementing Energy Efficiency Projects. At the time of incorporation, the authorized equity capital of EESL was Rs.10 crores and paid up equity capital was Rs.2.50 crores. The company’s share in paid up equity capital was Rs. 0.63 crore (25% of paid up capital) comprising of 625,000 equity shares of Rs. 10 each. The authorized share capital of EESL has been enhanced to Rs. 190 crore during the Financial Year ended 31-03-2010. EESL has commenced its operations.

11.

(x) Investment in “Small is Beautiful” Fund: - The Company had outstanding investment Rs. 12.08 crore (previous year Rs.14.47 crore) in units of “Small is Beautiful” Fund. Against this, a sum of Rs. 0.145 crore has been received as dividend during the year. The NAV of the Units of the Fund was Rs. 9.80 per unit of Rs 10 (face value) as on 31.03.2010. The diminution/ increase (-) in value of NAV amounting to Rs. -1.08 crore (Previous year Rs1.32 crore) has been accounted for during the year. (xi) Investment in equity (unquoted) in Power Exchange India Limited (PXI):- Power Exchange India Ltd. has been promoted by NSE and NCDEX. The authorized capital has been enhanced from Rs.25 crore to Rs.50 crore during the financial year ending 31.03.2010. The paid up capital of PXI was Rs. 34.34 crores, as on 31.03.2010. The Company has subscribed Rs.1.75 crore of the paid up capital consisting of 17,50,000 equity shares of Rs.10 each in to the equity capital of PXI. PXI has commenced its operations.

12.

Interest Differential Fund (IDF) – KFW The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this Loan and any excess will be used in accordance with the agreement. The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund-KFW and shown as a liability. The total fund accumulated as on 31.03.2010 is Rs.47.60 crore (previous year Rs. 34.19 crore) after adjusting the translation loss of Rs. 13.73 crore (previous year Rs. 24.12 crore).

13.

During the current year, exchange gain (net) of Rs. 103.84 crore (previous year exchange loss of Rs 252.53. crore) on foreign currency assets and liabilities comprising of translation gain of Rs. 92.51 (previous year translation loss of Rs.235.66 crores) crore and actual gain of Rs. 11.33 crore (previous year actual loss of Rs. 16.87 crores) has been recognised in Profit & Loss account as per Accounting Standard 11.

14.

The company was having outstanding forward foreign exchange contracts and principal only swaps (POS) against the Foreign Currency Loan liabilities as per details given hereunder:-

iv) Forward contracts to cover exchange rate risk in USD / INR leg. : US$ 13.9795 million

v) Forward contracts to cover exchange rate risk in USD / JPY leg.: JPY 454 million

vi) Forward contracts to cover EURO /USD leg : Euro 0.9662 million

15.

(a) Asset under finance lease after 01.04.2001 (i) The Gross investment in the leased assets and the present value of the minimum value receivable at the balance sheet date has been given in the table below with the description as total of future minimum lease payments and present value of the lease payments amounting to Rs. 205.01 crore and Rs. 160.63 crore respectively. The reconciliation of these figures has also been indicated under the head “unearned finance charges” with an amount of Rs. 44.38 crore. The future lease rentals are given below:- (Rs. in crore) Particulars As on

31.03.10 As on 31.03.09

Total of future minimum lease payments (Gross Investments) 205.01 266.51 Present value of lease payments 160.63 189.08 Unearned finance income 44.38 77.43 Maturity profile of total of future minimum lease payments (Gross Investment)

Not later than one year 45.07 48.04 Later than one year and not later than 5 years 156.99 192.16 Later than five years 2.95 26.31 Total 205.01 266.51 Break up of Present Value of Lease Payments Not later than one year 29.26 25.41 Later than one year and not later than 5 years 128.49 139.53 Later than five years 2.88 24.14 Total 160.63 189.08 (ii) The Company had sanctioned an amount of Rs.88.90 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 19.07.2004) which was reduced to Rs.88.85 crore in December 2006. The Gross Investment stood at the level of Rs. 59.95 crore as on 31.3.2010. The lease rent is to be recovered within a period of 15 Years, which comprises of 10 years as a primary period and 5 years as a secondary period. (iii) The Company had sanctioned an amount of Rs.98.44 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 18.5.2004). The Gross Investment stood at Rs. 63.79 crore as on 31.3.2010. The lease rent is to be recovered within a period of 20 years which comprises of 10 years as a primary period and maximum of another 10 years as a secondary period. (iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 09.06.2005). The Gross Investment stood at Rs. 81.27 crore as on 31.3.2010. The lease rent is to be recovered within a period of 19 years and eleven months which comprises of 10 years as a primary period and maximum of 9 years and 11 months as a secondary period.

b) Operating Leases: The Company’s operating leases consists:- Premises for residential use of employees and offices which are leasing arrangements usually renewable on mutually agreed terms but are not non-cancellable. Rent for residential accommodation of employees include Rs. 4.06 crore (Previous year Rs. 1.83 crore) towards lease payments, net of recoveries in respect of premises for residential use of employees. Lease payments in respect of premises for employees are shown as Rent for Residential Accommodation of employees in Schedule 14- Personnel, Administrative and Other Expenses. Lease payments in respect of premises for offices are shown as Office Rent in Schedule 14- Personnel, Administrative and Other Expenses.

16 Subsidy under Accelerated Generation & Supply Programme (AG&SP): The Company is claiming subsidy from Govt. of India at Net Present Value calculated at indicative interest rates in accordance with GOI’s letter vide D.O.No.32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each project (based upon the certain assumptions that these will remain same over the projected period of each loan / project), the Company estimated the net excess amount of Rs.166.25 crore and Rs.209.97 crore ((excluding recoverable amount of Rs. 17.65 crore from Irrigation Department of Government of Maharashtra which is subject to decision of Ministry of Power) as at 31/03/2010 for IX & X plan respectively under AG&SP schemes. This net excess amount is worked out on overall basis and not on individual basis & may vary due to change in assumptions, if any during the projected period such as changes in moratorium period , repayment period , loan restructuring , pre payment , interest rate reset etc. However during the year, the Company has refunded an amount of Rs. 150 Crores as estimated net excess amount lying against IX plan on the directions of MoP and balance amount of excess, if any, will be refunded / adjusted as per further directions of MoP.

The amount of Rs 663.49 crore (previous year Rs. 908.94 . crore) under the head Interest Subsidy Fund represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of the following: - (Rs.in crore)

Particulars As on 31.03.10

As on 31.03.09

Opening balance of Interest Subsidy Fund 908.94 1066.75 Add : - Received during the period : - Interest credited during the period (Excluding of Rs 0.26 crores pertaining to previous years)

-- 80.44

-- 98.19

Less : Interest subsidy passed on to borrowers Refunded to MoP:

(g) Estimated Net Excess against IX Plan (h) Due to non- commissioning of Project in time

169.36 150.00 6.53

231.17 0.00 24.83

Closing balance of Interest Subsidy Fund 663.49 908.94

17.

One borrower- Chattishgarh State Electricity Board (CSEB) has been un bundled into four power utilities on 1st January 2009. However, the Government of Chattishgarh is yet to issue the final notification / order for division of asset and liabilities among all the successor power utilities from the date of unbundling of CSEB. Loan Transfer Agreement shall be executed after issue of the said final order by the Govt. of Chhattisgarh. Pending transfer of loans to respective successor power utilities, the loan liabilities are outstanding in the name of CSEB.

18. (i) The Company has been appointed as the ‘Nodal Agency’ for the operationalisation and implementation of Re-structured Accelerated Power Development and Reforms Programme (R-APDRP), under the overall guidance of the Ministry of Power (MoP), Government of India (GOI). Projects under the scheme are being taken up in Two Parts. Part-A includes the projects for establishment of baseline data and IT applications for energy accounting / auditing as well as IT based consumer service centers. Part-B includes regular distribution strengthening projects.GoI provide 100% loan for Part A and 25% (90% for special category States) loan for Part B. The Loans under R-APDRP are being routed through the Company for disbursement to the borrowers. The amount so disbursed along with accrued interest will be paid to Government of India ( GOI) on receipt from the borrowers.. The details are furnished below : (Rs. in crore)

Particulars Amount Amount

(A) Amount Due to GOI under R-APDRP Funds Received from GOI:- Up to 31.03.2009 During the current financial year Add:- Interest accrued but not due on Loan disbursed

• Upto 31.03.2010 • Add:- Interest earned on fixed deposit

325.10 1320.99 1646.09 109.70 0.11

1755.90 1755.79

(B) Amount recoverable from borrowers under R-APDRP Amount disbursed to borrowers: Up to 31.03.2009 During the current financial year Add:- Interest accrued but not due

• Upto 31.03.2010

325.10 1320.99 1646.09 109.70

Net amount payable to GOI under R-APDRP (A-B) 0.11 (xii) During the previous year, the Company recognized nodal agency fee (NAF) of Rs. 17.33 crore (net of

service tax), i.e. @ 1% of loan sanctioned under R-APDRP, as per minutes of meeting held by MoP in August 2008, out of the total adhoc advance of Rs. 25 crore received from MoP. MoP in the meeting held on 29.03.2010 had constituted the Committee to finalise the norms of payment of NAF and reimbursement of expenditure to nodal agency i.e the Company. As such, income of Rs. 43.74 crore accounted for (current year - Rs. 26.41 crore and previous year - Rs. 17.33 crore) has been reversed during the current financial year. The expenditure incurred by PFC will be dealt with as per the decision of Ministry of Power (MoP). Further, pending finalization of norms for payment of NAF etc., the accounting policy on NAF has been held in abeyance.

19.

The net deferred tax liabilities of Rs. 46.93 crores (previous year Rs. 55.48 crore) have been computed as per Accounting Standard 22 on “Accounting for Taxes on Income”. The breakup of deferred tax liabilities is given below: - (Rs. in crore)

Description As on 31.03.2010

As on 31.03.2009

(a) Deferred Tax Asset (+) (i) Provision for expenses not deductible under Income Tax Act

7.06 9.30

(b) Deferred Tax Liabilities (-) (ii) Depreciation -0.12 -0.26 (iii) Lease income on new leases -53.36 -65.07 (iv) Amortization -0.53 0.55 (iv) Preliminary expenses written off and brought forward losses 0.02 -- Net Deferred Tax liabilities (-)/Assets (+) -46.93 -55.48

20.

The Company had started creating deferred tax liability on special reserve created and maintained under Section 36(1) (viii) of Income Act, 1961, as per the opinion of Expert Advisory Committee of ICAI in Financial Year 2004-05. Based upon the clarification received from the Accounting Standard Board of Institute of Chartered Accountants of India (ICAI) vide letter dated 02.06.2009 and as explained in Policy No.13.2, the Company had stopped creating DTL on special reserve created and maintained from Financial Year 2008-09. Further, during the financial year 2008-09 Company reversed the Deferred Tax Liability (DTL) created in earlier years on special reserve created and maintained under Income Tax Act. The reversal of DTL was done by crediting revenue reserve by Rs.745.14 crore for Financial Year 1997-98 to Financial Year 2003-04 (as DTL was created by debiting revenue reserve), crediting Profit and Loss Account by Rs.483.24 crores for Financial Year 2004-05 to Financial Year 2007-08 (as DTL was created by debiting Profit and Loss Account for these years) and by debiting DTL by Rs.1228.38 crores. Further, DTL on the Special Reserve created and maintained under Section 36(1) (viii) of Income Tax Act, 1961 for the current year amounting to Rs. 157.93 crore ( Previous year Rs. 133.28 crore) has not been created as per paragraph 13.2 of Accounting Policy.

21.

In compliance with Accounting Standard – 20 on “Earning Per Share” issued by the Institute of Chartered Accountants of India, the calculation of Earning Per Share (Basic and Diluted) is as under:-

Particulars Current year 31.03.2010

Previous year 31.03.2009

Net Profit after Tax used as numerator (Rs. in crore) 2378.30 1979.69 Weighted average number of equity shares used as denominator (Basic & diluted)

114,77,66,700

114,77,66,700

Earning per share (Basic & diluted) (Rupees) 20.72 17.25 Face value per share (Rupees) 10 10

22. The Company has no outstanding liability towards small-scale industrial undertakings. 23.

The value of lease hold land aggregating to Rs.38.33 crore(previous year Rs.38.33 crore) comprises of amount of Rs.31.83 crore (previous year Rs.31.83 crore) paid towards cost of land to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty liability of Rs.2.47 crore(previous year Rs.2.47 crore) and capitalization of ground rent up to the date of completion of building of Rs.4.03 crore (previous year Rs. 4.03 crore). In accordance with Memorandum of Agreement (MOA) executed with L&DO, the lease deed is yet to be signed. Pending execution of perpetual lease deed, (which does not have limited useful life) the value of leasehold land is not amortized and / or no provision for depreciation has been made on the said leasehold land.

24 Liabilities and Assets denominated in foreign currency have been translated at TT selling rate of SBI at year end as given below: -

S. No. Exchange Rates 31.03.2010 31.03.2009 1 INR / US$ 45.5800 51.4500 2 INR / JPY 0.4900 0.5265 3 INR / EURO 61.3100 68.4300

25. Disclosures as per Accounting Standard-15:- A. Provident Fund The Company pays fixed contribution to Provident Fund at prescribed rates to a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to the profit and loss account. The obligation of the Company is to make such fixed contribution and to ensure a minimum rate of return to the members as specified by GOI. Any short fall for payment of interest to members as per specified rate of return has to be compensated by the Company. The Company estimates that no liability will take place in this regard in the near future and hence no further provision is considered necessary. B. Gratuity The company has a defined gratuity scheme and is managed by a separate trust. The provision for the same has been made on actuarial valuation based upon total number of years of service rendered by the employee subject to a maximum amount of Rs.10 lakh. C. Post Retirement Medical Scheme (PRMS) The Company has Post-Retirement Medical Scheme (PRMS), under which retired employee and the dependent family members are provided medical facilities in empanelled hospitals. They can also avail reimbursement of Out-Patient treatment subject to a ceiling fixed by the Company. D. Terminal Benefits Terminal benefits include settlement in home town for employees & dependents. E. Leave The Company provides for earned leave benefit and half-pay leave to the credit of the employees which accrue on half yearly basis @ 15 days and 10 days respectively. 75% of the earned leave is encashable while in service and maximum of 300 days earned leave can be accumulated which is encashable on superannuation/ separation. Half pay leave is encashable on separation after 10 years of service or at the time of superannuation subject to a maximum of 300 days. The liability for the same is recognized based on actuarial valuation. The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of actuarial valuation. The summarised position of various defined benefits recognized in the profit and loss account, balance sheet are as under {Figures in brackets ( ) represents to previous year}

i)Expenses recognised in Profit and Loss Account (Rs.in crore)

Gratuity PRMS Leave Current Service Cost 0.80

(0.57) 0.24 (0.19)

1.29 (0.68)

Interest cost on benefit obligation 0.59 (0.33)

0.27 (0.22)

0.54 (0.46)

Expected return on plan assets -0.53 (-0.38)

0.00 (0.00)

0.00 (0.00)

Net actuarial (gain)/Loss recognised in the year 1.90 (2.50)

2.58 (0.27)

5.53 (0.18)

Expenses recognised in Profit & Loss Account 2.76(*) (3.02)

3.09 (0.68)

7.36(*) (1.32)

(*) Includes Rs.0.08 crore (Previous year Rs.0.07 crore) and Rs.0.11 crore (Previous year Rs.0.11 crore) for gratuity and leave respectively allocated to subsidiaries companies. ii) The amount recognized in the Balance Sheet (Rs. in crore)

Gratuity PRMS Leave Present value of obligation as at 31.03.2010 (i) 11.18

(7.96) 6.44 (3.66)

12.84 (7.15)

Fair value of plan assets at at 31.3.2010 (ii) 8.42 (4.94)

0.00 (0.00)

0.00 (0.00)

Difference (ii) – (i) -2.76 (-3.02)

-6.44 (-3.66)

-12.84 (-7.15)

Net Asset/(Liability) recognized in the Balance Sheet -2.76 (-3.02)

-6.44 (-3.66)

-12.84 (-7.15)

iii) Changes in the Present Value of the defined benefit obligations (Rs. in crore)

Gratuity PRMS Leave Present value of obligation as at 01.04.2009 7.96

(4.67) 3.66 (3.17)

7.15 (6.47)

Interest Cost 0.59 (0.33)

0.27 (0.22)

0.54 (0.46)

Current Service Cost 0.80 (0.57)

0.24 (0.19)

1.29 (0.68)

Benefits paid -0.07 (-0.11)

-0.31 (-0.19)

-1.67 (-0.64)

Net actuarial (gain)/loss on obligation 1.90 (2.50)

2.58 (0.27)

5.53 (0.18)

Present value of the defined benefit obligation as at 31.03.2010

11.18 (7.96)

6.44 (3.66)

12.84 (7.15)

iv) Changes in the fair value of plan assets (Rs. in crore)

Gratuity PRMS Leave Fair value of plan assets as at 01.04.2009 7.96

(4.67) 0.00 (0.00)

0.00 (0.00)

Expected return on plan assets 0.53 (0.38)

0.00 (0.00)

0.00 (0.00)

Contributions by employer 0.00 (0.00)

0.00 (0.00)

0.00 (0.00)

Benefit paid -0.07 (-0.11)

0.00 (0.00)

0.00 (0.00)

Acturial gain/(loss) 0.00 (0.00)

0.00 (0.00)

0.00 (0.00)

Fair value of plan assets as at 31.03.2010 8.42 (4.94)

0.00 (0.00)

0.00 (0.00)

v) The effect of one percent increase / decrease in the medical cost of PRMS will impact the liability as under:- Cost increase by 1% Rs. 0.09. crore Cost decrease by 1% Rs. 0.07 crore

vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of Rs.2.76 crores, to PRMS of Rs.3.09 crore, to leave Rs.7.36 crore and to pension Rs.1.78 crores. (Previous year towards contribution to the Gratuity Trust of Rs3.02 crore, to PRMS of Rs 0.68 crore, to leave Rs. 1.32 crore and to pension scheme Rs.NIL). E. Other Employee Benefits:- During the year, provision of Rs.0.04 crore (previous Year Rs. 1.88 crore) has been made for Economic Rehabilitation Scheme for Employees and provision of Rs. 0.01 crore has been reversed for Long Service Award for Employees (Previous year Rs. 0.27 crore made) on the basis of actuarial valuation made at the year end by charging/crediting the profit and loss account. F. Details of the Plan Asset:- The details of the plan assets at cost as on 31st March are as follows:- (Rs. in crore)

2010 2009 i) State Government Securities 1.37 0.88 ii) Central Government Securities 2.18 1.37 iii) Corporate Bonds/debentures 4.87 2.69 Total 8.42 4.94

G. Actuarial assumptions Principal assumptions used for actuarial valuation are:- Method Used Projected Unit Credit Method Discount Rate 7.50 % Expected rate of return on assets- Gratuity 6.68 % Future salary increase 5.00 % The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

26. Details of provision as required in AS-29. (Rs.in crore)

Particulars Financial year 2009-10

Financial Year 2008-09

Post Retirement Medical Scheme Opening Balance 3.66 3.17 Addition during the year 3.09 0.68 Amount paid/utilized during the year 0.31 0.19 Closing Balance 6.44 3.66 Gratuity Opening Balance 3.02 0.08 Addition during the year 2.76 3.02 Amount paid/utilized during the year 3.02 0.08 Closing Balance 2.76 3.02 Pension* Opening Balance 0.00 0.00 Addition during the year 1.78 0.00 Amount paid/utilized during the year 0.00 0.00 Closing Balance 1.78 0.00 Leave Encashment Opening Balance 7.15 6.47 Addition during the year 7.36 1.32 Amount paid/utilized during the year 1.67 0.64 Closing Balance 12.84 7.15 Wage Revision Opening Balance 21.89 17.12 Addition during the year 1.57 4.77 Amount paid/utilized during the year 17.26 0.00

Closing Balance 6.20 21.89 Economic Rehabilitation Scheme for Employee Opening Balance 1.29 3.17 Addition during the year 0.04 -1.86 Amount paid/utilized during the year 0.02 0.02 Closing Balance 1.31 1.29 Bonus/Incentive Opening Balance 9.76 6.59 Addition during the year 14.32 9.77 Amount paid/utilized during the year 7.75 6.60 Closing Balance 16.33 9.76 Leave Travel Concession Opening Balance 2.34 1.91 Addition during the year 0.15 2.20 Amount paid/utilized during the year 2.49 1.77 Closing Balance 0.00 2.34 Baggage Allowances Opening Balance 0.05 0.05 Addition during the year 0.00 0.00 Amount paid/utilized during the year 0.00 0.00 Closing Balance 0.05 0.05 Service Award Opening Balance 2.11 1.84 Addition during the year -0.01 0.27 Amount paid/utilized during the year 0.00 0.00 Closing Balance 2.10 2.11 Income Tax Opening Balance 1489.88 1049.40 Addition during the year 800.55 492.02 Amount refunded/adjusted 953.14 (51.54) Closing Balance 1337.29 1489.88 Fringe Benefit Tax Opening Balance 2.90 2.91 Addition during the year 0.00 0.73 Amount adjusted during the year 2.10 (0.74) Closing Balance 0.80 2.90 Proposed Final Dividend Opening Balance 154.95 114.78 Addition during the year 172.17 154.95 Amount paid/utilized during the year 154.95 114.78 Closing Balance 172.17 154.95 Proposed Corporate Dividend Tax Opening Balance 26.33 19.51 Addition during the year 29.26 26.33 Amount paid/utilized during the year 26.33 19.51 Closing Balance 29.26 26.33

* Pension: In view of the issuance of DPE (Department of Public Enterprise) guidelines for providing superannuation benefits w.e.f. 01.01.07, the Company is in the process of finalizing Pension Scheme for its employee. Pending framing of the scheme, the company has made a provision of Rs. 1.78 crores for the period from 01.01.2007 to 31.03.2010.

27.

(i) During the year, the Company has sent letters seeking confirmation of balances as on 31-12-2009 to borrowers. The balance confirmation is received from all the borrowers confirming 99.99% of the total outstanding balance amount sought for confirmation. Some of the balances of debtors, creditors and loan and advances are subject to confirmation / reconciliation / adjustments, if any.

(ii) Some of the designated bank accounts opened for making interest payment to bondholders/ debenture holders have outstanding balance of Rs. 0.61 crore (remaining unpaid for more than 9 months) are subject to reconciliation/ confirmation.

28. Preliminary Expenses of Rs.0.34 crore (previous year Rs.0.01 crore) relating to the formation of Subsidiary/Joint Controlled Entity has been charged to Profit and Loss Account..

29. The pay revision of non executives (including non-unionized supervisors) of the company is due w.e.f. 01.01.2007. Pending implementation of pay revision, a provision of Rs. 1.57 crore (previous year Rs. 4.77 crore both for executives and non- executives) for the year has been made towards wage revision on an estimated basis in line with office memorandum issued by DPE.

30. The Company and its subsidiary do not have more than one reportable segment in terms of Accounting Standard No. 17 on Segment Reporting.

31. For certain items, the Company and its subsidiary have followed different accounting policies. However, the impact of the same is not material.

32. Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable with the current year. The previous year figures in consolidated financial statements are not inclusive of figures of "Energy Efficiency Services Limited" and Power Equity Capital Advisor (P) Ltd." as being the first year of consolidation of accounts.

33. 34.

The disclosure requirement in respect of subsidiary/Joint Venture Company have been disclosed to the extent available from their audited accounts. Figures have been rounded off to crore of rupees with two decimals.

Financial Year 2008-09

Notes on Accounts to Consolidated Financial Statements

1.

The Consolidated Financial Statements represent consolidation of accounts of the Company (Power Financial Corporation Limited), its subsidiary company and joint venture entity as detailed below:-

Name of the Subsidiary/Joint Venture Company

Country of Incorporation

Proportion (%) of Shareholdings as on

Status of Accounts & Accounting period

31.03.2009 31.03.2008 Subsidiary Company PFC Consulting Limited

India

100

--

Audited & 25.03.2008 to 31.03.2009

Joint Venture National Power Exchange Limited

India

16.66

--

Audited & 11.12.2008 to 31.03.2009

1.2. The Financial Statements of subsidiaries and fellow subsidiaries (incorporated in India) as mentioned

below are not consolidated in terms of paragraph 11 of Accounting Standard-21 which states that a subsidiary should be excluded from consolidation when control is intended to be temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal in the near future :-

Name of the Company Proportion (%) of Shareholding

as on 31.03.2009 31.03.2008 Subsidiary Companies: Akaltara Power Limited 100 100 Coastal Karnataka Power Limited 100 100 Coastal Maharashtra Mega Power Limited 100 100 Orissa Integrated Power Limited 100 100 Coastal Tamil Nadu Power Limited 100 100 Jharkhand Integrated Power Limited 100 100 Bokaro Kodarma Maithon Tr. Co. Limited 100 100 East-North Interconnection Co. Limited 100 100 Sakhigopal Integrated Power Company Limited (Wholly owned subsidiary of PFC Consulting Ltd.)

100 --

Ghogarpalli Integrated Power Company Limited (Wholly owned subsidiary of PFC Consulting Ltd.)

100 --

The above subsidiary companies were incorporated as Special Purpose Vehicle (SPVs) under the mandate from Government of India for development of Ultra Mega Power Projects (UMPPs) and Transmission Projects with the intention to hand over the same to successful bidder on completion of the bidding process. 1.2 The Financial Statement of the Associate Company “Power Equity Capital Advisors(Pvt.) Limited” (PECAP) is not considered for consolidation as the Company was incorporated on 25.03.2008 and decided to close its first Financial Year on 30-05-09. Accordingly, the investment in PECAP is recognized at cost and shown under “Investment” in Schedule -6. 1.3 The Company promoted and acquired the shares at face value in the Subsidiary Company. Therefore any goodwill or capital reserve did not arise.

2.

Contingent liabilities: (i) Default Guarantees issued by the Company in foreign currency :

(a) EURO 1.066 million equivalents to Rs.7.29 crore (previous year EURO 1.421 million equivalent to Rs.9.02crore).

(b) US$ 21.145 million equivalent to Rs.108.79 crore (previous year US$ 24.545 million equivalent to Rs.98.45 crore).

(ii)Default Guarantee issued by the Company in Indian Rupee: Rs.400.00 crore, (previous year Rs 400.00 crore). (iii)Bank Guarantee issued by the Company in Indian Rupee: Rs.0.04 crore, (previous year Rs 0.04 crore).

(iv) Outstanding disbursement commitments to the borrowers for Letter of Comforts issued against the loans sanctioned - Rs.394.88 crore (Previous year Rs. 795.21 crore).

v(a) The additional demand raised by Income Tax Department of Rs 0.73 crore for Assessment Year 2001-02 & Rs.44.23 crore for Assessment Year 2006-07 were paid and are being contested. Further, the demand of Rs.17.91 crore for Assessment Year 2007-08 has been raised and is also being contested. The management does not consider it necessary to make any provision as the probability of outflow of resources is negligible. (b) For Assessment Year 1997-98 to 1999-2000 ITAT has granted refund of Rs.42.12 crore against which the revenue department has filed an appeal before Delhi High Court which is pending.

(vi) Claim not acknowledged as debts are Rs.7.80 crore (previous year Rs.7.80 crore).

vii) Contracts of capital nature remaining to be executed and not provided for Rs. 8.37 crore (Previous year Rs.0.17 crore).

3. (i) The additional demands raised by Income Tax Department (net of relief granted by Appellate Authorities) of Rs.0.26 crore for Assessment Year 1996-97, Rs.18.77 crore for Assessment Year 2000-01, Rs.23.36 crore for Assessment Year 2001-02, Rs.24.71 crore for Assessment Year 2002-03, Rs.23.07 crore for Assessment Year 2003-04, Rs.63.88 crore for Assessment Year 2004-05 and Rs.23.64 crore for Assessment Year 2005-06 were paid, provided for and are being contested. (ii) During the year, the Company has created additional special reserve u/s 36(1)(viii) for Assessment Year 2006-07 to Assessment Year 2008-09 out of the profit of the respective year(s), to match the deduction allowable as per order of Assessing Officer for Assessment Year 2006-07 who held that the deduction of special reserve created & maintained u/s 36(1)(viii) should be allowed before deduction of Reserve created for bad & doubtful debts u/s 36(1)(viia)(c). However, the Company has not reduced the Reserve for bad & doubtful debts for these years amounting to Rs.61.42 crore pending decision of Appellate Authority.

4. The Company has been deploying surplus funds in fixed deposits. In one of such investment, the banker has not paid the interest amount of Rs.0.44 crore intimating the inadvertent mistake in mentioning the interest rate at the time of investment. The Company has not recognised the disputed amount as income pending settlement of the dispute.

5.

The Govt.of India, Ministry of Power, under section 58(4) of the Madhya Pradesh Reorganization Act, 2000 (MPRA) issued an order No 42/8/2000-R&R dated 12.04.2001 through which assets, transfer rights, liabilities, undertaking etc, of erstwhile Madhya Pradesh Electricity Board(MPEB) were passed on to the successor boards namely MPSEB & CSEB after bifurcation of state of Madhya Pradesh. Subsequently, the GOI, Ministry of Power through the Gazette of India Extraordinary-MoP, New Delhi notification dtd.4.11.2004 had decided to divide the liability and assets of erstwhile MPEB into MPSEB & CSEB in the ratio of fixed assets of 90:10 respectively. Consequent upon this, CSEB has informed that though it has been clearing the dues of the Company based on the acquired liability of erstwhile MPEB at Rs.110.64 crore, it has requested the Company to align the dues in line with MoP order to Rs.105.23 crore. Nevertheless, the Company will receive the full amount of principal payment either from CSEB or MPSEB. Further, PFC has taken up the matter with MoP and has requested MoP to review and revise the order on a plea that PFC’s loans are project specific and the amount disbursed actually goes into the creation of the assets on such projects are not to be allocated in the manner as suggested by MoP in the new order. The decision of MoP is awaited.

6.

A project under the implementation having total outstanding of Rs.105.83 crore excluding additional disbursement of Rs.192.15 crore under the loan (previous year as on 31.03.2008 Rs.94.54 crore excluding additional disbursement of Rs. 91 crore) has been considered as Standard Asset in terms of RBI Circular No. DBS.FID.No.C-11/01.02.00/ 2001-02 dated 1.02.2002 read with D.O. letter DBS.FID No.1285/ 01.02.00/2001-02 dated 14.05.2002 and RBI letter No.DBOD, BP.No.7675/ 21.04.048/ 2008-09 dated 11.11.2008 which clarifies that the date of commencement of commercial operation should be 31.03.2009, as decided at the time of actual financial closure of the project in September 2006. Based upon above clarification read with above referred circulars, the asset is to be treated as standard asset not exceeding 2 years from the date of completion of the project (i.e. 2 years from 31.3.2009). Further, pending clarifications on implementation of the financial restructuring package (FRP) by the lenders, the income is not ascertainable as on 31.3.2009 on the outstanding advance of Rs.105.83 crore given prior to 01.11.2005. The interest on this loan is recognized on receipt basis. A remittance of Rs.11.40 crore made during the year relating to past dues have been accounted for in the books as income on receipt basis. Further, the interest of Rs.19.16 crore (including adjustment of Rs.6.74 crore as IDC against disbursement) earned on additional disbursed loan amount of Rs.192.15 crore has also been recognized as income on receipt basis.

7.

(i)Assets of Rs.15.43 crore (Previous year Rs.13.96 crore) were classified as Non Performing Assets in terms of prudential norms of the Company. Accordingly, a provision of Rs.8.97 crore is held in the accounts

(previous year Rs.6.80 crore). (ii)Interest Subsidy under AG&SP (including interest upto 31st March, 2009) amounting to Rs.98.90 crore (previous year Rs.93.73 crore) which became recoverable in respect of two projects which were not completed till 31.03.2007 as the subsidy was withdrawn by Ministry of Power are yet to be recovered. Out of the interest subsidy of Rs.98.90 crore, Rs.95.71 crore (previous year Rs. 90.78 crore) is payable to the Ministry of Power and will be paid after its receipt.

8.

The Company discontinued interest rate restructuring policy w.e.f. December 2005. However, the loans which were restructured with 3 year reset (after 3 years the loan shall carry original interest rate i.e. the rate before interest restructuring). The borrower was given option to seek further restructuring after 3 years on payment of 50% premium being NPV of difference between Original interest rate and Current interest rate for the entire remaining period of Loan. Accordingly the Company has done interest restructuring amounting to Rs.703.35 crore (previous year Rs.85.22 crore). An amount of Rs.8.95 crore (previous year Rs.0.07 crore) has been received and credited to Profit and Loss Account as Interest Restructuring Premium (Refer schedule 10).

9. The Company is not required to create Bond Redemption Reserve in respect of bonds by virtue of the Department of Company Affairs’ Circular of 18.04.2002 according to which the financial institutions within the meaning of section 4A of the Companies Act 1956 were not required to create Bond Redemption Reserve in case of privately placed debentures. The Company is not required to maintain Reserve Fund under Section 45-IC of the Reserve Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI vide its letter dated 24.01.2000.

10.

(a) Expenditure in foreign currency (Actual outgo): (Rs. in crore)

S.No. Description Year ended 31.03.2009

Year ended 31.03.2008

i) a) Interest on loans to foreign institutions b) Interest on FCNR-B loans to Banks

125.80 10.63

99.31 6.64

ii) Financial & Other charges 14.56 21.07 iii) Traveling Expenses 0.15 0.34 iv) Training Expenses 0.07 0.01

(b) Earning in foreign currency (Actual Receipt) (Rs. in crore) S. No. Description Year ended

31.03.2009 Year ended 31.03.2008

i) Interest Received on funds Parked abroad Nil 1.08

11.1

Related Party Disclosures: Key Managerial Personnel:

Name of the Key Managerial Personnel The Company Dr.V K Garg, Ceased to be CMD on 31.07.2008 Shri Satnam Singh Shri Shyam Wadhera, Director, Ceased to be Director on 31.07.2008 Shri M K Goel Shri Rajeev Sharma Subsidiary & Joint Venture Shri K K Agarwal Shri R Nagarajan Shri N D Tyagi

Managerial Remuneration: (Rs. in crore)

Chairman & Managing Director

Other Directors

For the year ended 31.03.2009

For the year ended 31.03.2008

For the year ended 31.03.2009

For the year ended 31.03.2008

Salaries & Allowances 0.33 0.16 0.34 0.47 Contribution to Provident Fund and other Welfare Fund

0.01 0.01 0.02 0.02

Other Perquisites / Payments 0.12 0.06 0.13 0.22 Total 0.46 0.23 0.49 0.71

In addition to the above perquisites, the Chairman & Managing Director and other Directors have been

allowed to use staff car including private journey up to a ceiling of 1000 kms per month on payment of Rs.780/- per month.

11.2

Investment in Equity Share Capital of Subsidiaries/Associates/Joint Venture Companies including companies promoted as SPVs for Ultra Mega Power Projects are given below:-

Name of the Companies Number of shares subscribed

Percentage of ownership

Amount (Rs. in crore)

Subsidiary Company 1. PFC Consulting Limited 50000 100% 0.05 Sub-Total (A) 50000 0.05 Subsidiary Companies promoted as SPVs for

Ultra Mega Power Projects

1. Akaltara Power Ltd 50000 100% 0.05 2. Bokaro-kodarma Maithon Transmission Co. Limited 50000 100% 0.05 3. Coastal Karnataka Power Limited 50000 100% 0.05 4. Coastal Maharashtra Mega Power Limited 50000 100% 0.05 5. Coastal Tamil Nadu Power Limited 50000 100% 0.05 6. East-North Interconnection Co. Limited 50000 100% 0.05 7. Jharkhand Integrated Power Limited.

50000 100% 0.05

8. Orissa Integrated Power Limited 50000 100% 0.05 9. SakhiGopal Integrated Power Co. Ltd (Wholly

owned Subsidiary of PFC Consulting Limited) 50000 100% 0.05

10. Ghogarpalli Integrated Power Co. Ltd (Wholly owned Subsidiary of PFC Consulting Limited)

50000 100% 0.05

Sub-Total (B) 400000 0.50 Associate companies and Joint venture 1. Power Equity Capital Advisors (Pvt.) Limited 15000 30% 0.02 2. National Power Exchange Limited 833000 16.66% 0.83 Sub_Total (C ) 848000 0.85 TOTAL (A) + (B) +(C ) 1298000 1.40

11.3 The details of amount recoverable (including interest thereon) from the respective SPVs are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2009

Amount as on 31.03.2008

Akaltara Power Limited 1.60 0.29 Bokaro Kodarma Maithon Tr. Co. Ltd.(**) 1.12 0.78 Coastal Karnataka Power Limited 1.46 0.73 Coastal Maharashtra Mega Power Limited 3.41 2.33 Coastal Tamil Nadu Power Ltd. 4.37 0.75 East-North Interconnection Co. Ltd. 2.14 0.96 Jharkhand Integrated Power Ltd 48.60 37.30 Orissa Integrated Power Limited 4.77 2.04 PFC Consulting Limited 0.09 -- SakhiGopal Integrated Power Co.Ltd and Ghogarpalli Integrated Power Co. Ltd (Wholly owned Subsidiaries of PFC Consulting Limited)

0.01 --

Total 67.57 45.18 (**) In respect of Bokaro Kodarma Maithon Tr. Co. Ltd., MoP decided to entrust this project to Power Grid Corporation of India Ltd (PGCIL) instead of PFC and therefore PFC requested MoP to advice PGCIL to reimburse Rs.1.12 crore expenses incurred so far to PFC so as to close this project in PFC. The MoP is examining the issue. Since, this has not been settled and more than one year has passed and the subsidiary company is in the process of winding up, the Company has provided for the entire recoverable amount in its books treating the same as “doubtful asset”.

11.4

The details of amount payable to SPVs (including interest) in respect of amount contributed by Power Procurers are given below: (Rs. in crore)

Name of the Subsidiary Companies Amount as on 31.03.2009

Amount as on 31.03.2008

Akaltara Power Limited 30.13 --

Coastal Maharashtra Mega Power Limited 41.40 -- Coastal Tamil Nadu Power Ltd. 41.02 38.14 Jharkhand Integrated Power Ltd. 48.97 44.07 Orissa Integrated Power Limited 45.99 42.72 SakhiGopal Integrated Power Co.Ltd (Wholly owned Subsidiary of PFC Consulting Limited)

4.81 --

Total 212.32 124.93

11.5

The Company has also made investments in equity (unquoted) of two power exchanges namely “National Power Exchange limited” and “Power Exchange India Limited”: National Power Exchange Limited (NPEL) PFC, NTPC, NHPC and TCS have promoted jointly ‘National Power Exchange Limited’. The National Power Exchange Ltd will carry out the business of providing platform for trading of power through an organized exchange. The Company has since made the investment of Rs.0.83 crore upto 31st March 2009. NPEL has not commenced its operation. Power Exchange India Limited (PXI) The PXI has been promoted by NSE and NCDEX with an authorized capital of Rs 25 crore as a nation-wide exchange for trading of electricity.The Company has invested in Power Exchange India Ltd, by subscribing with 7% equity contribution amounting to Rs.1.75 crore consists of 17,50,000 equity shares of Rs.10 each. The equity shares have been allotted on 08.05.2009 in favour of the Company. The Company is also a Professional Clearing Member (PCM) of Power Exchange to support the activities of Trading Members. PXI has commenced its operations.

11.6

Investment in “Small is Beautiful” Fund: - The Company had outstanding investment Rs 14.47 crore in units of “Small is Beautiful” Fund. Against this , a sum of Rs.0.05 crore has been received as dividend during the year. The NAV of the Units of the Fund was Rs.9.09 per unit of Rs 10 (face value). The diminution in value of NAV amounting to Rs.1.32 crore (Previous year Rs.0.26 crore) has been provided for during the year.

11.7 During the year, the Company transferred the fourteen number of uncompleted consultancy assignments to its subsidiary- PFC Consulting Limited. The value of such uncompleted assignments was estimated to Rs.13.08 crore (including liability of Rs.0.56 crore). However, PFC Consulting Limited has accounted for Rs.6.88 crore as advance and balance Rs.6.20 crore recognized as its revenue against these uncompleted assignments as per Accounting Policy No.C.2.1.7 which resulted in reduction of consolidated income by Rs.6.32 crore.

12.

Interest Differential Fund (IDF) – KFW The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange risk variations under this Loan and any excess will be used in accordance with the agreement. The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund-KFW and shown as a liability. The total fund accumulated as on 31.03.2009 is Rs.34.19 crore (previous year Rs. 36.85 crore) after adjusting the translation loss of Rs. 24.12 crore (previous year Rs. 18.24 crore).

13. During the current year, exchange loss (net) of Rs. 252.53 crore (previous year Rs.20.14 crore) on foreign currency assets and liabilities comprising of translation loss of Rs.235.66 crore and actual loss of Rs.16.87 crore has been charged to P&L account as per Accounting Standard 11. However, cumulative exchange loss (net) on account of translation of foreign currency assets & liabilities as at 31.03.2009 is Rs.379.64 crore (previous year Rs.143.98 crore).

14. The company was having outstanding forward foreign exchange contracts and principal only swaps (POS) against the Foreign Currency Loan liabilities as per details given hereunder:- i) Forward contracts to cover exchange rate risk in USD/INR leg. US$ 20 million ii) Forward contracts to cover exchange rate risk in EURO/USD leg. EURO 0.969 million iii) Principal only Swap to cover exchange rate risk in USD/INR leg. US$ 110 million

15.

(a) Assets under finance lease prior to 01.04.2001 The Company has purchased an asset for Rs.5.47 crore and leased to MSEB. Out of the above, the payment of Rs.0.45 crore (previous year Rs.0.45 crore) is still outstanding. The secondary period of lease expired on 31.03.2009. The borrower requested to sell this asset at a nominal value. Pending sale or transfer of asset or extension of lease period, the same has been continued to be shown under leased assets.

(b) Asset under finance lease after 01.04.2001 (i) The Gross investment in the leased assets and the present value of the minimum value receivable at the balance sheet date has been given in the table below with the description as total of future minimum lease payments and present value of the lease payments amounting to Rs.266.51 crore and Rs.189.08 crore respectively. The reconciliation of these figures has also been indicated under the head “unearned finance charges” with an amount of Rs. 77.43 crore. The future lease rentals are given below:- (Rs. in crore) Particulars As on

31.03.2009 As on 31.03.2008

Total of future minimum lease payments (Gross Investments) 266.51 302.12 Present value of lease payments (*) 189.08 211.67 Unearned finance income 77.43 90.45 Maturity profile of total of future minimum lease payments (Gross Investment)

Not later than one year 48.04 45.65 Later than one year and not later than 5 years 192.16 182.58 Later than five years 26.31 73.89 Total 266.51 302.12 Break up of Present Value of Lease Payments Not later than one year 25.41 23.61 Later than one year and not later than 5 years 139.53 125.46 Later than five years 24.14 62.60 Total 189.08 211.67 (*) excluding outstanding dues of Rs.2.52 crore which is under reconciliation in respect ofone finance lease. (ii) The Company had sanctioned an amount of Rs.88.90 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 19.07.2004) which was reduced to Rs.88.85 crore in December 2006. The Gross Investment stood at the level of Rs.76.75 crore as on 31.3.2009. The lease rent is to be recovered within a period of 15 Years, which comprises of 10 years as a primary period and 5 years as a secondary period. (iii) The Company had sanctioned an amount of Rs.98.44 crore in the year 2004 as finance lease for financing Wind Turbine Generator (commissioned on 18.5.2004). The Gross Investment stood at Rs.86.57 crore as on 31.3.2009. The lease rent is to be recovered within a period of 20 years, which, comprises of 10 years as a primary period and maximum of another 10 years as a secondary period. (iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease for financing Wind Turbine Generator(commissioned on 09.06.2005). The Gross Investment stood at Rs.103.19 crore as on 31.3.2009. The lease rent is to be recovered within a period of 20 years which comprises of 10 years as a primary period and maximum of 9 years and 11 months as a secondary period. (v) In two lease financing cases, the borrowers have not accepted interest rate on reset and the matter is lying with Borrowers Grievance Redressal Committee of the Company for decision. The disputed income of Rs.2.39 crore has not been recognized in Profit & Loss Account.

c) Operating Leases: The Company’s operating leases consists:- Premises for residential use of employees and offices which are leasing arrangements usually renewable on mutually agreed terms but are not non-cancellable. Employees’ remuneration and benefits include Rs.1.83 crore (Previous year Rs. 1.80 crore) towards lease payments, net of recoveries, in respect of premises for residential use of employees. Lease payments in respect of premises for employees are shown as Rent for Residential Accommodation of employees in Schedule 14- Personnel & Administrative Expenses. Lease payments in respect of premises for offices are shown as Office Rent in Schedule 14- Personnel & Administrative Expenses.

16. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

The Company is claiming subsidy from Govt. of India at Net Present Value calculated at indicative interest rates in accordance with GOI’s letter vide D.O.No.32024/17/97-PFC dated 23.09.1997 and O.M.No.32024/23/2001-PFC dated 07.03.2003 irrespective of the actual repayment schedule, moratorium period and duration of repayment. The amount of interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The impact of difference between the indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the end of the respective schemes. However on the basis of the projections made for each project (based upon the certain assumptions that these will remain same over the projected period of each loan / project), the Company estimated the net excess amount of Rs.283.14 crore and Rs.44.27 crore as at 31/03/2009 for IX & X plan respectively under AG&SP schemes. This net excess amount is worked out on overall basis & not on individual basis & may vary due to change in assumptions , if any during the projected period such as changes in moratorium period , repayment period , loan restructuring , pre payment , interest rate reset etc. Hence the Company will return the net excess amount, if any at the end of the respective scheme. The amount of Rs.908.94 crore (previous year Rs.1066.75 crore) under the head Interest Subsidy Fund represents the amount of subsidy received from Ministry of Power, Govt. of India which is to be passed on to the borrowers against their interest liability arising in future under Accelerated Generation & Supply Programme (AG&SP) which comprises of the following: - (Rs.in crore)

Particulars As on 31.03.2009

As on 31.03.2008

Opening balance of Interest Subsidy Fund 1066.75 1231.63 Add : - Received during the period : - Interest credited during the period

-- 98.19

15.48 113.05

Less: Interest subsidy passed on to borrowers Refunded to MoP

231.17 24.83

293.41 --

Closing balance of Interest Subsidy Fund 908.94 1066.75

17.

UPSEB & CSEB against whom loans are outstanding were restructured by the respective State Governments and new entities were formed. Consequently, the liabilities stand transferred to new entities. Loan Transfer agreement in respect of erstwhile UPSEB and unbundled entities of the erstwhile CSEB are to be executed. In respect of CSEB, the transfer agreement will be executed after the notification of final order for transfer of Assets and Liabilities by the Government of Chhatisgarh.

18. During the year, under the R-APDRP scheme, the Company has sanctioned loans of Rs.1947.70 crore and disbursed Rs.325 crore. The Company is entitled to a nodal agency fees at the rate of 1 percent of loans sanctioned and received an adhoc advance of Rs.25.00 crore from Government of India under the said scheme. Accordingly, out of the adhoc advance, a nodal agency fee of Rs.17.33 crore (exclusive of service tax) has been recognized and a service tax of Rs. 2.66 crore on total adhoc advance of Rs.25.00 crore has been deposited in the current year.

19.

The net deferred tax liabilities is Rs.55.48 crore (previous year Rs.1240.25 crore) computed as per Accounting Standard 22 on “Accounting for Taxes on Income”. The break up of deferred tax liabilities is given below: - (Rs. in crore)

Description As on 31.03.2009

As on 31.03.2008

(a) Deferred Tax Asset (+) (i) Exchange Loss - 38.14 (ii) Provision for expenses not deductible under Income Tax Act 9.30 6.27 (iii) Amortization 0.55 - (b) Deferred Tax Liabilities (-) (i) Lease Equalization - -0.07 (ii) Depreciation -0.26 -0.40 (iii) Lease income on new leases -65.07 -55.81 (iv) Special Reserve created and maintained u/s 36(1)(viii) of I.T.Act,1961

- -1228.38

Net Deferred Tax liabilities (-)/Assets (+) -55.48 -1240.25

20.

The Company has started creating deferred tax liability on special reserve created and maintained under Section 36(1) (viii) of Income Act, 1961, as per the opinion of Expert Advisory Committee of ICAI in Financial Year 2004-05. Now, based upon the clarification received from the Accounting Standard Board of Institute of Chartered Accountants of India (ICAI) vide letter dated 02.06.2009 and as explained in Policy No.13.2, the Company has stopped creating DTL on special reserve created and maintained for Financial Year 2008-09. Further, the Company reversed the Deferred Tax Liability (DTL) created in earlier years on special

reserve created and maintained under Income Tax act. The reversal of DTL is done by crediting revenue reserve by Rs.745.14 crore for Financial Year 1997-98 to Financial Year 2003-04 (as DTL was credited by debiting revenue reserve), crediting Profit and Loss Account by Rs.483.24 crores for Financial Year 2004-05 to Financial Year 2007-08 (as DTL was created by debiting Profit and Loss Account for these years) and by debiting DTL by Rs.1228.38 crores. It resulted in increase of profit of current year by Rs.483.24 crore. The DTL of Rs.133.28 crore on the Special Reserve created and maintained under Section 36(1) (viii) of Income Act, 1961 for the current year has also not been created as per paragraph 13.2 of Accounting Policy.

21.

In compliance of Accounting Standard – 20 on “Earning Per Share” issued by the Institute of Chartered Accountants of India, the calculation of Earning Per Share (Basic and Diluted) is as under:-

Particulars Current year 31.03.2009

Previous year 31.03.2008

Net Profit after Tax used as numerator (Rs. in crore) 1979.69 1206.76 Weighted average number of equity shares used as denominator (Basic & Diluted)

1147766700

1147766700

Earning per share (Basic & Diluted) (Rupees) 17.25 10.51 Face value per share (Rupees) 10 10

22. The Company has no outstanding liability towards small-scale industrial undertakings 23.

The value of lease hold land aggregating to Rs.38.33 crore(previous year Rs.38.33 crore) comprises of amount of Rs.31.83 crore (previous year Rs.31.83 crore) paid towards cost of land to Land and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty liability of Rs.2.47 crore(previous year Rs.2.47 crore) and capitalization of ground rent upto the date of completion of building of Rs.4.03 crore ( previous year Rs. 4.03 crore). In accordance with Memorandum of Agreement (MOA) executed with L&DO, the lease deed is yet to be signed. Pending execution of perpetual lease deed, (which does not have limited useful life) the value of leasehold land is not amortized and /or no provision for depreciation has been made on the said leasehold land.

24. Liabilities and Assets denominated in foreign currency have been translated at TT selling rate of SBI at year end as given below: -

S. No. Exchange Rates 31.03.2009 31.03.2008 1 INR/US$ 51.45 40.11 2 INR/JPY 0.5265 0.4029 3 INR/EURO 68.43 63.47

25.

Disclosures as per Accounting Standard - 15:- A. Provident Fund The Company pays fixed contribution to Provident Fund at prescribed rates to a separate trust, which invests the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is charged to the profit and loss account. The obligation of the Company is to make such fixed contribution and to ensure a minimum rate of return to the members as specified by GOI. Any short fall for payment of interest to members as per specified rate of return has to be compensated by the Company. The Company estimates that no liability will take place in this regard in the near future and hence no further provision is considered necessary. B. Gratuity The company has a defined gratuity scheme and is managed by a separate trust. The provision for the same has been made on actuarial valuation based upon total number of years of service rendered by the employee subject to a maximum amount of Rs.10 lakh. C. Post Retirement Medical Facility (PRMF) The Company has Post-Retirement Medical Facility (PRMF), under which retired employee and the dependent family members are provided medical facilities in the empanelled hospitals. They can also avail reimbursement of Out-Patient treatment subject to a ceiling fixed by the Company. D. Terminal Benefits Terminal benefits include settlement in home town for employees & dependents. E. Leave The Company provides for earned leave benefit and half-pay leave to the employees of the Company which accrue annually at 30 days and 20 days respectively. 75% of the earned leave is en-cashable while in service upto a maximum of 300 days on superannuation/separation. Half-pay leave is en-cashable on superannuation or separation after 10 years of service as per the rules of the Company. The liability for the same is recognized on the basis of actuarial valuation.

The above mentioned schemes (C,D and E) are unfunded and are recognized on the basis of actuarial valuation. The summarised position of various defined benefits recognized in the profit and loss account, balance sheet are as under {Figures in brackets ( ) represents to previous year} i)Expenses recognised in Profit and Loss Account (Rs.in crore)

Gratuity PRMF Leave

Current Service Cost 0.57 (0.46)

0.19 (0.18)

0.68 (0.73)

Interest cost on benefit obligation 0.33 (0.36)

0.22 (0.23)

0.46 (0.39)

Expected return on plan assets -0.38 (-0.40)

0.00 (0.00)

0.00 (0.00)

Net actuarial (gain)/Loss recognised in the year 2.50 (-0.31)

0.27 (0.03)

0.18 (1.13)

Expenses recognised in Profit & Loss Account 3.02(*) (0.11)

0.68 (0.44)

1.32(*) (2.25)

(*) Includes Rs.0.07 crore (Previous year Rs.0.08 crore) and Rs.0.11crore (Previous year Rs.0.09 crore) for gratuity and leave respectively allocated to subsidiaries companies. ii) The amount recognized in the Balance Sheet (Rs. in crore)

Gratuity PRMF Leave Present value of obligation as at 31.03.2009 (i) 7.96

(4.67) 3.66 (3.17)

7.15 (6.47)

Fair value of plan assets at at 31.3.2009 (ii) 4.94 (4.59)

0.00 (0.00)

0.00 (0.00)

Difference (ii) – (i) -3.02 (-0.08)

-3.66 (-3.17)

-7.15 (-6.47)

Net Asset/(Liability) recognized in the Balance Sheet

-3.02 (-0.08)

-3.66 (-3.17)

-7.15 (-6.47)

iii) Changes in the Present Value of the defined benefit obligations (Rs. in crore)

Gratuity PRMF Leave Present value of obligation as at 01.04.2008 4.67

(4.46) 3.17 (2.88)

6.47 (4.88)

Interest Cost 0.33 (0.36)

0.22 (0.23)

0.46 (0.39)

Current Service Cost 0.57 (0.46)

0.19 (0.18)

0.68 (0.73)

Benefits paid -0.11 (-0.25)

-0.19 (-0.15)

-0.64 (-0.66)

Net actuarial (gain)/loss on obligation 2.50 (-0.36)

0.27 (0.03)

0.18 (1.13)

Present value of the defined benefit obligation as at 31.03.2009

7.96 (4.67)

3.66 (3.17)

7.15 (6.47)

iv) Changes in the fair value of plan assets (Rs. in crore)

Gratuity PRMF Leave

Fair value of plan assets as at 01.04.2008 4.67 (4.46)

0.00 (0.00)

0.00 (0.00)

Expected return on plan assets 0.38 (0.40)

0.00 (0.00)

0.00 (0.00)

Contributions by employer 0.00 (0.01)

0.00 (0.00)

0.00 (0.00)

Benefit paid -0.11 (-0.23)

0.00 (0.00)

0.00 (0.00)

Acturial gain/(loss) 0.00 (-0.05)

0.00 (0.00)

0.00 (0.00)

Fair value of plan assets as at 31.03.2009 4.94 (4.59)

0.00 (0.00)

0.00 (0.00)

v) The effect of the one percentage in the medical cost of PRMF will impact the liability as under:- Cost increase by 1% Rs. 0.04 crore Cost decrease by 1% Rs. 0.04 crore vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of Rs.3.02 crore, to PRMF of Rs.0.68 crore and leave Rs.1.32 crore. (previous year towards contribution to the Gratuity Trust of Rs.0.11 crore, to PRMF of Rs 0.44 crore and leave Rs. 2.25 crore.). E. Other Employee Benefits:- During the year, provision of Rs.1.88 crore has been reversed for Economic Rehabilitation Scheme for Employees (previous year, provision of Rs.0.13 crore has been made) and provision of Rs. 0.27 crore has been provided for Long Service Award for Employees (Previous year Rs. Nil) on the basis of actuarial valuation made at the year end by charging/crediting the profit and loss account. F. Details of the Plan Asset:- The details of the plan assets at cost as on 31st March are as follows:- (Rs. in crore)

2009 2008 i) State Government Securities 0.88 0.82 ii) Central Government Securities 1.37 1.28 iii) Corporate Bonds/debentures 2.69 2.49 iv) RBI Special Deposit -- -- Total 4.94 4.59

G. Acturial assumptions Principal assumptions used for actuarial valuation are:- Method Used Projected Unit Credit Method Discount Rate 7.00% Expected rate of return on assets- Gratuity 8.04% Future salary increase 4.50% The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. For the purpose of Actuarial valuation, estimated future increase in emoluments (excluding merger of D.A. and adhoc release) due to proposed wage revision w.e.f. 01.01.2007 has not been considered.

26. Details of provision as required in AS-29. (Rs.in crore)

Particulars Financial year 2008-09

Financial Year 2007-08

Post Retirement Medical Scheme Opening Balance 3.17 2.88 Addition during the year 0.68 0.44 Amount paid/utilized during the year 0.19 0.15 Closing Balance 3.66 3.17 Gratuity Opening Balance 0.08 0.07 Addition during the year 3.02 0.11 Amount paid/utilized during the year 0.08 0.10 Closing Balance 3.02 0.08 Leave Encashment Opening Balance 6.47 4.88 Addition during the year 1.32 2.25 Amount paid/utilized during the year 0.64 0.66 Closing Balance 7.15 6.47 Wage Revision

Opening Balance 17.12 0.00 Addition during the year 4.77 19.60 Amount paid/utilized during the year 0.00 2.48 Closing Balance 21.89 17.12 Economic Rehabilitation Scheme for Employee Opening Balance 3.17 3.04 Addition during the year -1.86 0.15 Amount paid/utilized during the year 0.02 0.02 Closing Balance 1.29 3.17 Bonus/Incentive Opening Balance 6.59 6.65 Addition during the year 9.77 6.70 Amount paid/utilized during the year 6.60 6.76 Closing Balance 9.76 6.59 Leave Travel Concession Opening Balance 1.91 0.51 Addition during the year 2.20 4.33 Amount paid/utilized during the year 1.77 2.93 Closing Balance 2.34 1.91 Baggage Allowances Opening Balance 0.05 0.04 Addition during the year 0.00 0.01 Amount paid/utilized during the year 0.00 0.00 Closing Balance 0.05 0.05 Service Award Opening Balance 1.84 1.84 Addition during the year 0.27 0.00 Amount paid/utilized during the year 0.00 0.00 Closing Balance 2.11 1.84 Income Tax Opening Balance 1049.40 776.26 Addition during the year 492.02 482.27 Amount refunded/adjusted (51.54) (209.13) Closing Balance 1489.88 1049.40 Fringe Benefit Tax Opening Balance 2.91 1.84 Addition during the year 0.73 0.97 Amount adjusted during the year (0.74) 0.10 Closing Balance 2.90 2.91 Proposed Final Dividend Opening Balance 114.78 114.78 Addition during the year 154.95 114.78 Amount paid/utilized during the year 114.78 114.78 Closing Balance 154.95 114.78 Proposed Corporate Dividend Tax Opening Balance 19.51 19.51 Addition during the year 26.33 19.51 Amount paid/utilized during the year 19.51 19.51 Closing Balance 26.33 19.51

27. Preliminary Expenses of Rs.0.01 crore (previous year Rs.nil ) relating to the formation of Subsidiary/Joint Controlled Entity has been charged to Profit and Loss Account and Rs.0.04 crore (previous year Rs. nil) has been shown under the head “Miscellaneous Expenditure (to the extent not written off/adjusted)”.

28.

During the year, the Company has sent letters seeking confirmation of balances as on 31.12.2008 to borrowers. However, some of the balances of debtors, creditors and loan and advances are subject to confirmation/reconciliation/adjustments, if any.

29. The pay revision of the employees of the Company is due w.e.f. 01.01.2007. Pending implementation of pay revision, a provision for the year Rs. 4.77 crore (previous year 19.60 crore) has been made towards wage revision on an estimated basis in line with notification of Government of India.

30. The Company and its subsidiary do not have more than one reportable segment in terms of Accounting Standard No. 17 on Segment Reporting.

31. 32. 33. 34. 35.

For certain items, the Company and its subsidiary have followed different accounting policies. However, the impact of the same is not material. The figures in respect of Subsidiary/Joint Venture Company have been regrouped/rearranged based upon the details obtained from the management of the Subsidiary/Joint Venture Company wherever their audited accounts did not provide the breakup details required for consolidated Financial Statements. The disclosure requirement in respect of subsidiary/Joint Venture Company have been disclosed to the extent available from their audited accounts. Previous year’s figures have been re-grouped / re-arranged, wherever practicable, to make them comparable with the current year. The previous year figures in the consolidated financial statements are not inclusive of figures of PFC Consulting Limited and National Power Exchange Limited as being the first year of consolidation of accounts. Figures have been rounded off to crore of rupees with two decimals.

ANNEXURE - XVII

RELATED PARTY TRANSACTIONS (CONSOLIDATED) As per the Accounting Standard (AS) 18 on Related Party Disclosures, the related parties, nature and volume of transactions carried out with them in ordinary course of business (Consolidated) are as follows:

Name of Party Relationship Nature of Transaction Payments For the Year ended Net Receivable / (Payable) As at

31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-11 31-Mar-10 31-Mar-09

Satnam Singh CMD Managerial Remuneration 0.38 0.47 0.30

V K Garg CMD Managerial Remuneration - - 0.16

Satnam Singh Director Managerial Remuneration - 0.07 0.11

V S Sexena Director Managerial Remunaration - 0.00 0.00

Shyam Wadhera Director Managerial Remunaration - - 0.14

M K Goel Director Managerial Remunaration 0.39 0.52 0.23

Rajiv Sharma Director Managerial Remunaration 0.37 0.34 0.01

R Nagarajan Director Managerial Remunaration 0.33 0.19 -

N D Tyagi CEO, PFCCL Managerial Remunaration 0.34 0.50 0.08

PFC Green Energy Limited Subsidiary Company -- -- -- 2.25 -- --

Coastal Maharashtra Mega Power Limited

Subs

idia

ry C

ompa

nies

pr

omot

ed a

s SPV

s for

Ultr

a M

ega

Pow

er P

roje

cts

-- -- -- (40.77) (38.68) (37.99)

Orissa Integrated Power Limited -- -- -- 5.93 (34.38) (41.22)

Coastal Karnataka Power Limited -- -- -- 2.08 1.83 1.46

Coastal Tamil Nadu Power Limited -- -- -- (31.28) (35.71) (36.65)

Bokaro-kodarma MAITHON Transmission Co. Limited -- -- -- 0.00 0.00 1.12

Chhattisgarh Surguja Power Limited -- -- -- (5.08) (8.88) (28.53)

Sakhigopal Integrated Power Limited -- -- -- (17.09) (4.91) (4.80)

Ghogarpalli Integrated Power Limited -- -- -- (15.99) 0.24 0.01

Tatiya Andhra Mega Power Limited -- -- -- (13.86) 0.88 0.00

East-North Interconnection Co. Limited -- -- -- 0.00 0.00 2.14

Jharkhand Integrated Power Limited. -- -- -- 0.00 0.00 (0.37)

Coastal Gujarat Power Limited -- -- -- 0.00 0.00 0.00

Coastal Andhra Power Limited -- -- -- 0.00 0.00 0.00

Sasan Power Limited -- -- -- 0.00 0.00 0.00

Bhopal Dhule Transmission Company Limited and Jabalpur Transmission Company Limited (wholly owned subsidiary of PFC Consulting Ltd)

-- -- -- 0.00 (25.90) 0.00

ANNEXURE - XVIII

Summary of Consolidated Accounting Ratios

(Rs. in crore)

Description Year ended 31.03.2011

Year ended 31.03.2010

Year ended 31.03.2009

Net Profit after tax 2647.12 2378.30 1979.69 Weighted average number of shares outstanding during the year 1147766700 1147766700 1147766700 Net Worth 14255.73 12449.50 10799.40 Average Net Worth 13352.62 11624.45 9743.78

Accounting Ratios

Basic & Diluted Earning Per Share 23.06 20.72 17.25 Net Assets Value Per Share (Rs.) 124.20 108.47 94.09 Return on Average Net Worth(%) 19.82% 20.46% 20.32% Long Term Debt / Networth 5.56 5.20 4.70

ANNEXURE - XIX

Consolidated Capitalization Statement

Description As at 31.03.2011

As at 31.03.2010

As at 31.03.2009

Debts Short term debt 6291.04 2325.12 1400.00 Long term debt 79307.53 64783.29 50760.15

Total Debt 85598.57 67108.41 52160.15

Shareholders’ Funds Share Capital 1147.77 1147.77 1147.77 Reserves & Surplus 14093.04 12143.80 10369.78 (-) Revaluation Reserve 0.00 0.00 0.00 Net Reserves(Net of Revaluation) 14093.04 12143.80 10369.78 (-) Reserve for bad and doubtful debts u/s 36(1)(vii a)(c) of IT Act,1961 984.88 842.07 718.15 (-) Miscellaneous Expenditure (to the extent not written off) 0.20 0.00 0.00

Networth 14255.73 12449.50 10799.40

Long Term Debt / Networth 5.56 5.20 4.70

ANNEXURE - XX

Details of Contingent Liabilities (Consolidated) as at

(Rs. In crore)

Nature of Transaction 31-Mar-11 31-Mar-10 31-Mar-09

Guarantees issued in foreign currency 67.02 85.23 116.08

Guarantees issued in Indian currency 450.04 400.04 400.04

Demand Raised by authorities and disputed 14.32 49.98 104.99

Claims not accepted 7.80 7.80 7.80

Letter of Comfort 5,758.02 3,414.21 394.88

Capital Contract 3.70 12.98 8.37

Other Contingent Liabilities 0.01 0.00 0.00

Ref. no.: SN/FSR/PFC/2011-12/645

August 25,2011

Mr. R. NagarajanExecutive Director -Finance

Power Finance Corporation LimitedUrjanidhi, Barakhamba Lane,Connaught Place, New Delhi - 110 001Phone : 011-2345 6000Fax: 011-2345 6284

Dear Mr. Nagarajan,

CONFIDENTIAL CRiSiRATINGS

Re: CRISIL Rating for the RS.275.0 billion* Long Term Borrowing Programme of Power FinanceCorporation Limited.

All ratings assigned by CRISIL are kept under continuous surveillance and review.

Please refer to our rating letter dated July 18, 2011 bearing ref no MS/FSRlPFC/2011-12/434

CRISIL has, after due consideration, reaffinned "CRISIL AAAlStable" (pronounced "CRlSIL Triple Awith stable outlook") rating for the captioned Debt Programme. Instruments with this rating are

considered to have the highest degree of safety regarding timely servicing of financial obligations. Suchinstruments carry lowest credit risk.

As per our Rating Agreement, CRISIL would disseminate the rating along with outlook through itspublications and other media, and keep the rating along with outlook under surveillance for the life of theinstrument. CRISIL reserves the right to suspend, withdraw, or revise the rating / outlook assigned to thecaptioned programme at any time, on the basis of new information, or unavailability of information, or othercircumstances which CRISIL believes may have an impact on the rating.

In the event of your company not making the issue within a period of 180 days from the date of this letter, or inthe event of any change in the size or structure of your proposed issue, a fresh letter of revalidation fromCRISIL will be necessary.

Should you require any clarifications, please feel free to get in touch with us.

With warm regards,

Yours sincerely,

Rupali ShankerHead - Financial Sector Ratings

Subha Sri NarayananManager - Financial Sector Ratings

* Subject to total incremental long tenn bank borrowing and borrowing under the rated long term debtprogramme not ~xceeding Rs.275.0 Billion during the year 2011-12 (refers to financial year, April 1 to March31).

A CRISIL rating reflects CRISIL's current opinion on the likelihood of timely payment of the obligations under the rated instrument,and does not constitute an audit of the rated entity by CRISIL. CRISIL ratings are based on information provided by the issuer orobtained by CRISIL from sources it considers reliable. CRISIL does not guarantee the completeness or accuracy of the informationon which the rating is based. A CRISIL rating is not a recommendation to buy / sell or hold the rated instrument; it does notcomment on the market price or suitability for a particular investor.

CRISIL has a practice of keeping all its ratings under surveillance and ratings are revised as and when circumstances so warrant.CRISIL is not responsible for any errors and especially states that it has no financial liability whatsoever to the subscribers / users /transmitters / distributors of its ratings. For the latest rating information on any instrument of any company rated by CRISIL, pleasecontact CRISIL RA TlNG DESK at CRISILratin desk crisil.com or at +91 22 33423001 - 09.

CRISIL Limited

Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai • 400 076. Phone: +91 (22) 33423000 Fax: +91 (22) 3342 3050Web: www.crisil.com

Ie R A Li m ited

Mr. A. K. GuptaAddl. General Manager (Finance)Power Finance Corporation LimitedUrjanidhi, 1, Barakhamba Lane,New Delhi - 110 001Dear Sir,

Re: ICRA Credit Rating for the Rs. 27,500 crore Long- Term BorrowingProgramme of Power Finance Corporation Limited for the Financial Year 2011-12

This is with reference to your request dated September 7, 2011 for re-validating yourrating for the Long Term Borrowing Programme ofRs.27,500 crore.

We hereby confirm that the rating of "[ICRA]AAA" (pronounced ICRA triple A) withstable outlook assigned to the captioned Long Term Borrowing Programme of Rs. 27,500crore of your company stands.

In any of your publicity material or other document wherever you are using the aboverating, it should be stated as '[ICRA]AAA' with "stable" outlook. Any intimation by youabout the above rating to any Banker/Lending Agency/Government Authorities/StockExchange would constitute use of this rating by you.

This rating is specific to the terms and conditions of the proposed issue as was indicatedto us by you and any change in the terms or size of the issue would require the rating tobe reviewed by us. Further, the total borrowings, as part of the aforesaid borrowingprogramme of FY 2011-12 (including Long Term Bonds, Long Term Bank Borrowingsand Short Term Borrowings) should not exceed Rs.27,500 crore. If there is any changein the terms and conditions or size of the instrument rated, as above, the same must bebrought to our notice before the issue of the instrument. If there is any such change afterthe rating is assigned by us and accepted by you, it would be subject to our review andmay result in change in the rating assigned.

ICRA reserves the right to suspend, withdraw or revise the above at any time on the basisof new information or unavailability of information or such other circumstances, whichICRA believes, may have an impact on the rating assigned to you.

Building No.8, 2"d FloorTower A, DLF Cyber CityPhase II, Gurgaon . 122002

Regd. Office: 1105, Kailash Building, 11" Floor, 26, Kasturba Gandhi Marg, New Delhi . 110001

DI\TIM~ D I:' c: I:' A. ~ r-.. M. INJ=ORMATION

Tel. : + 91 - 124 - 4545300Fax: + 91 - 124 . 4545350

website: www.icra.inemail info@icraindia.com

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sellor hold the Long Term bonds to be issued by you. If the Borrowing Programme rated, asabove, is not issued by you within a period of 3 months from the date of this lettercommunicating the rating, the same would stand withdrawn unless revalidated before theexpiry of 3 months.

You are required to forthwith inform us about any default or delay in repayment ofinterest and/or principal amount of the instrument rated, as above, or any other debtinstruments / borrowings. You are also required to keep us forthwith informed of anyother developments which may have a direct or indirect impact on the debt servicingcapability of the company including any proposal for re-schedulement or postponementof the repayment programmes of the dues/debts of the company with any lender (s) /investor (s).

You are required to inform us immediately as and when the borrowing limit for theinstrument rated, as above, or as prescribed by the regulatory authority (ies) is exceeded.

We thank you for your kind cooperation extended during the course of the ratingexercise. Please let us know if you need any clarification.

With kind regards,For IeRA Limited

Jaskirat S ChadhaAssistant Vice President

• Ie R A Limited

Power Fhl:lnCe Corporlltion LimitedUrj ani dhi, B arakll am ba T.ane,Connaught Place, New Delhi - J 10 001

Proposed Public Issue by Power Fjnllnce Corporation Limited of Infrastruelure nonds of facevalue of Rs. 5,000 ench (Ule "BondsU

) aggreg:.ting to Rs.6,900 craTe (the '<Issue")

We, lCRA Limitecl, uo hereby consenl to act B..'i the Credit R:llillg Agency lO Lhc Issue. lO Our name beingInscncxl as Credit Raling Agency and to the dlsclosurc of the credit raling with respecllo lh~, Issue. in Lhedrafl prospeclus lo be flled wilh the Slock Exchanges [or the purpose:) of receiving public commenls andth~ final proSpeCluS to be filed with lhe Reg[sLrar of Companies which lhe Company inlends lO issue inrcspCCI of the Isslie. We hereby aulhorise you to deliver this lctlCr of eonsenL lO lhe Stock Exchlffi!:,>esor<lny other reglilalory authorit[es Q'i required by law-

We cunfirm that <IS on dale, we have nOI b~rl debarred from funclioning as a credil raling agency by anyrt;gul<llory f1ulhority.

Name oflhe Agency: ICRA LimiledAddress: B ui ld ing No.8, 2 r4 Floor, T owe r 1\

DLf Cyber Cily, Pha~c IT,Gurgaon 122002

TcT: 01244545300Fax: 0124 ~545J50Emai]: vivek@i~raindja.comConlact IJI;:f5on: Mr. Vivek MathurWcbsirc: ww\ov.icra..inSEBI Regislmlion Number. IN/CRAJOOJfl999

Yours faithfully,

All 'h~~~igDllto~.

Building No.8, 2"" FrDQrTOWN A, DLF Cyber CilyPhase n. Gurgaon • 122002

Aegd. Office: 1105, Kailasn Building, 11111 Ffoor, 26, Kaslurba Gandhi Marg, New Delhi· 110001

Tel. : + 91 . 124 - '1545300Fax. + 91 - 124 ·4545350

websils: www.lcra.Jnemail Info@lcraindta.com

Annexure III

STOCK MARKET DATA FOR DEBENTURES

IssueDescription Sec Type

Trade Date No. ofTrades

Traded Vol.(Rs. Lakhs)

Max Price (Rs.)

Min Price (Rs.)

PFC 1YINCMT+1.79% 19(S-60-B) PR 29-12-2009 1 5000 100.95 100.95 PFC 1YINCMT+1.79% 19(S-60-B) PR 04-01-2010 1 500 100 100 PFC MIB +2.15% 2011 (S-XLVI) PR 26-05-2010 1 2500 100.5 100.5 PFC MIB +2.15% 2011 (S-XLVI) PR 26-08-2010 1 9000 100.15 100.15 POWER FINANCE 9.70% 2021S-74 PT 23-06-2011 2 1000 100.3022 100.3022 POWER FINANCE 9.70% 2021S-74 PT 06-07-2011 1 1000 101.166 101.166 POWER FINANCE 7.20% 2012 (S-56 PT 24-08-2009 1 3000 98.95 98.95 POWER FINANCE 7.20% 2012 (S-56 PT 26-04-2010 1 2500 100.5383 100.5383 POWER FINANCE 7.20% 2012 (S-56 PT 06-06-2011 1 2500 97.1823 97.1823 POWER FIN8.95% 2025 (S -64-III PT 03-06-2010 1 350 101.4326 101.4326 POWER FIN8.95% 2020 (S -64-II PT 23-04-2010 2 1000 102.2016 101.2185 POWER FIN8.95% 2020 (S -64-II PT 11-11-2010 1 500 99.9929 99.9929 POWER FIN8.95% 2015 (S -64-I) PT 14-05-2010 1 2500 103.2984 103.2984 POWER FIN8.95% 2015 (S -64-I) PT 09-08-2011 2 1500 98.7047 98.7047 POWER FIN 9.62% 2016 (S-75-B) PT 06-07-2011 1 1500 100.2163 100.2163 POWER FIN 9.62% 2016 (S-75-B) PT 14-07-2011 4 3000 100.8591 100.7436 POWER FIN 9.61% 2021 (S-75-C) PT 12-07-2011 18 14000 101.3155 100.9035 POWER FIN 9.61% 2021 (S-75-C) PT 21-07-2011 10 6500 101.5382 101.1471 POWER FIN 9.61% 2021 (S-75-C) PT 25-07-2011 2 1000 101.4108 101.2076 POWER FIN 9.61% 2021 (S-75-C) PT 02-08-2011 2 1000 100.6607 100.6282 POWER FIN 9.18% 2021 (S-73) PT 19-05-2011 1 3000 98.0389 98.0389 POWER FIN 8.45% 2014 (S-59A) PT 12-07-2010 1 500 101.4189 101.4189 POWER FIN 8.45% 2014 (S-58B) PT 04-07-2011 1 3000 96.9666 96.9666 POWER FIN 7.89% 2012 (S-69) PT 29-09-2010 1 1740 100 100 POWER FIN 7.89% 2012 (S-69) PT 20-12-2010 1 2000 98.4516 98.4516 POWER FIN 7.89% 2012 (S-69) PT 18-01-2011 1 4500 98.0426 98.0426 POWER FIN 7.89% 2012 (S-69) PT 01-02-2011 1 2000 97.8546 97.8546 POWER FIN 7.89% 2012 (S-69) PT 11-04-2011 1 2500 98.1669 98.1669 POWER FIN 7.89%2012 (S-69) PT 26-05-2011 1 3500 97.6021 97.6021 POWER FIN 7.89% 2012 (S-69) PT 11-08-2011 1 4500 98.3991 98.3991 POWER FIN 7.10%2012( S-67) PT 26-08-2010 1 5000 98.38 98.38 POWER FIN 7.10%2012( S-67) PT 31-08-2010 2 1000 98.6422 98.6422 POWER FIN 7.10%2012( S-67) PT 02-09-2010 3 5000 99 98.6982 POWER FIN 7.10%2012( S-67) PT 29-09-2010 1 2500 98.4066 98.4066 POWER FIN 7.10%2012( S-67) PT 25-10-2010 1 3500 97.85 97.85 POWER FIN 7.10%2012( S-67) PT 23-02-2011 1 500 96.9076 96.9076 POWER FIN 7.10%2012( S-67) PT 29-04-2011 1 1000 97.14 97.14 POWER FIN 7.10%2012( S-67) PT 03-06-2011 3 10000 97.0876 97.0555 POWER FIN 7.10%2012( S-67) PT 10-06-2011 2 22000 97.2632 97.12

POWER FIN 7.10%2012( S-67) PT 07-07-2011 1 24500 97.842 97.842 POW FIN 9.46% 2026 (S-76-B) PT 11-08-2011 4 4330 101.0325 100.7343 POW FIN 9.36% 2021 (S-76-A) PT 09-08-2011 11 9000 100.2532 99.8739 POW FIN 8.70% 2025 (S-65-III) PT 19-05-2010 2 1000 99.3678 99.3272 POW FIN 8.70% 2025 (S-65-III) PT 02-07-2010 1 1000 99.4935 99.4935 POW FIN 8.70% 2020 (S-65-II) PT 18-05-2010 9 8500 100.6011 99.8184 POW FIN 8.70% 2020 (S-65-II) PT 20-05-2010 1 500 100.5673 100.5673 POW FIN 8.70% 2020 (S-65-II) PT 06-07-2010 4 4000 99.9725 99.9234 POW FIN 8.70% 2020 (S-65-II) PT 09-07-2010 2 1500 99.8736 99.8072 POW FIN 8.70% 2020 (S-65-II) PT 15-07-2010 3 3000 99.8368 99.8046 POW FIN 8.70% 2020 (S-65-II) PT 16-09-2010 2 1500 99.7114 99.7114 POW FIN 8.70% 2020 (S-65-II) PT 13-12-2010 1 500 98.0068 98.0068 POW FIN 8.70% 2015 (S-65-I) PT 02-06-2010 9 5000 102.17 102.09 POW FIN 8.70% 2015 (S-65-I) PT 09-06-2010 6 5500 101.9996 101.9978 POW FIN 8.70% 2015 (S-65-I) PT 28-06-2010 1 1000 101.6914 101.6914 POW FIN 8.70% 2015 (S-65-I) PT 02-08-2010 2 1000 100.4485 100.4485 POW FIN 8.70% 2015 (S-65-I) PT 12-08-2010 1 500 100.8023 100.8023 POW FIN 8.70% 2015 (S-65-I) PT 27-08-2010 1 500 100.4665 100.4665 POW FIN 8.70% 2015 (S-65-I) PT 03-09-2010 1 1000 100.6144 100.6144 POW FIN 8.70% 2015 (S-65-I) PT 29-09-2010 2 3000 100.559 100.559 POW FIN 8.70%2015 (S-65-I) PT 07-02-2011 1 2000 97.6662 97.6662 PFC 9.80%2012 (S- XXXVIII) PT 27-09-2007 4 2500 100.6157 100.5965 PFC 9.80%2012 (S- XXXVIII) PT 09-10-2007 3 1500 101.2702 101.2702 PFC 9.80%2012 (S- XXXVIII) PT 12-10-2007 2 1500 101.4547 101.4162 PFC 9.80%2012 (S- XXXVIII) PT 18-10-2007 2 1500 101.5268 101.5251 PFC 9.80%2012 (S- XXXVIII) PT 23-10-2007 2 1000 102.4057 102.1341 PFC 9.80%2012 (S- XXXVIII) PT 30-10-2007 2 1500 102.5858 102.5858 PFC 9.80%2012 (S- XXXVIII) PT 07-04-2008 1 500 101.086 101.086 PFC 9.80%2012 (S- XXXVIII) PT 31-12-2008 1 700 102.1778 102.1778 PFC 9.80%2012 (S- XXXVIII) PT 27-11-2009 1 1000 106.141 106.141 PFC 9.80%2012 (S- XXXVIII) PT 11-03-2010 3 3000 104.5511 104.5511 PFC 9.80%2012 (S- XXXVIII) PT 22-04-2010 1 1000 105.3437 105.3437 PFC 9.80%2012 (S- XXXVIII) PT 21-03-2011 1 500 100.0364 100.0364 PFC 9.80% 2012 (S- XXXIII-A) PT 10-10-2007 1 500 101.2624 101.2624 PFC 9.55% 2011 (S- XLVII-A) PT 28-01-2010 1 2500 103.8449 103.8449 PFC 9.55% 2011 (S- XLVII-A) PT 01-09-2010 2 10000 101.2968 101.291 PFC 9.55% 2011 (S- XLVII-A) PT 15-04-2011 1 2500 100.1583 100.1583 PFC 9.40% 2013 (S-XLIV) PT 17-04-2008 1 500 99.273 99.273 PFC 9.40% 2013 (S-XLIV) PT 29-04-2008 1 500 99.2266 99.2266 PFC 9.40% 2013 (S-XLIV) PT 31-03-2010 1 500 104.3583 104.3583 PFC 9.28% 2017 (S- XL-C) PT 14-01-2008 9 4500 102.176 102.0132 PFC 9.28% 2017 (S- XL-C) PT 26-02-2008 1 500 100.2081 100.2081 PFC 9.28% 2017 (S- XL-C) PT 16-04-2008 4 2500 98.3257 98.3257 PFC 9.28% 2017 (S- XL-C) PT 02-05-2008 1 500 99.0575 99.0575 PFC 9.28% 2017 (S- XL-C) PT 02-06-2008 5 3000 97.3055 97.3055

PFC 9.28% 2017 (S- XL-C) PT 23-07-2008 1 350 92.465 92.465 PFC 9.28% 2017 (S- XL-C) PT 30-12-2008 2 2500 102.8651 102.8651 PFC 9.22% 2012 (S- XL-B) PT 04-01-2008 3 2000 100.9967 100.7626 PFC 9.22% 2012 (S- XL-B) PT 16-01-2008 2 2000 100.9842 100.9064 PFC 9.22% 2012 (S- XL-B) PT 04-02-2008 1 500 100.5741 100.5741 PFC 9.22% 2012 (S- XL-B) PT 25-02-2008 1 500 99.3619 99.3619 PFC 9.22% 2012 (S- XL-B) PT 07-04-2008 1 1000 99.0363 99.0363 PFC 9.22% 2012 (S- XL-B) PT 30-06-2008 1 500 94.6113 94.6113 PFC 9.22% 2012 (S- XL-B) PT 01-08-2008 1 100 94.8 94.8 PFC 9.22% 2012 (S- XL-B) PT 08-08-2008 1 1000 94.1669 94.1669 PFC 9.22% 2012 (S- XL-B) PT 04-11-2009 1 1000 103.6306 103.6306 PFC 9.22% 2012 (S- XL-B) PT 12-11-2009 2 1500 103.8891 103.8891 PFC 9.22% 2012 (S- XL-B) PT 13-11-2009 1 1000 103.9372 103.9372 PFC 9.22% 2012 (S- XL-B) PT 23-11-2009 1 2500 104.4158 104.4158 PFC 9.22% 2012 (S- XL-B) PT 03-08-2011 1 1000 99.3974 99.3974 PFC 9.05% 2025 (S-71.II) PT 11-03-2011 1 500 98.9204 98.9204 PFC 9.01% 2011 (S- XLII-A) PT 23-06-2008 4 9000 97.3496 97.0652 PFC 9.01% 2011 (S- XLII-A) PT 25-06-2008 4 3500 96.1605 96.1605 PFC 9.01% 2011 (S- XLII-A) PT 06-01-2009 2 2000 101.9489 101.8551 PFC 9.01% 2011 (S- XLII-A) PT 30-03-2009 3 3500 101.6638 101.6638 PFC 9.01% 2011 (S- XLII-A) PT 14-05-2009 1 1000 104.9238 104.9238 PFC 9.01% 2011 (S- XLII-A) PT 02-07-2009 1 500 103.9936 103.9936 PFC 9.01% 2011 (S- XLII-A) PT 14-07-2009 2 6000 104.4575 104.3805 PFC 9.01% 2011 (S- XLII-A) PT 18-09-2009 3 3500 102.9891 102.9891 PFC 9.01% 2011 (S- XLII-A) PT 05-10-2009 1 1500 103.37 103.37 PFC 9.01% 2011 (S- XLII-A) PT 05-11-2009 1 2500 103.1108 103.1108 PFC 9.01% 2011 (S- XLII-A) PT 09-11-2009 1 2500 103.4608 103.4608 PFC 9.01% 2011 (S- XLII-A) PT 10-11-2009 2 6500 103.5698 103.4339 PFC 9.01% 2011 (S- XLII-A) PT 18-11-2009 2 8000 103.5758 103.1505 PFC 9.01% 2011 (S- XLII-A) PT 19-11-2009 3 11000 103.7742 103.2641 PFC 9.01% 2011 (S- XLII-A) PT 12-01-2010 1 7000 102.64 102.64 PFC 9.01% 2011 (S- XLII-A) PT 04-03-2010 1 2500 101.9465 101.9465 PFC 8.94% 2013 (S- XLI-B) PT 21-05-2008 1 1000 97.6655 97.6655 PFC 8.94% 2013 (S- XLI-B) PT 18-02-2010 1 2000 102.3055 102.3055 PFC 8.94% 2013 (S- XLI-B) PT 29-06-2011 1 500 99.0082 99.0082 PFC 8.90% 2014 (S- 54A) PT 17-04-2009 1 500 104.3451 104.3451 PFC 8.90% 2014 (S- 54A) PT 05-06-2009 1 2500 102.933 102.933 PFC 8.78% 2020 (S- 70) PT 06-12-2010 4 2500 98.7785 98.715 PFC 8.78% 2016 (S- XXXI-A) PT 23-01-2008 1 500 99.2007 99.2007 PFC 8.78% 2016 (S- XXXI-A) PT 28-04-2009 1 500 102.8031 102.8031 PFC 8.70% 2020 (S- 68-B) PT 26-08-2010 1 500 99.5637 99.5637 PFC 8.70% 2020 (S-68-B) PT 18-10-2010 2 1500 99.5914 99.5277 PFC 8.70% 2010 (S- 53) PT 24-02-2009 1 500 101.6641 101.6641 PFC 8.70% 2010 (S-53) PT 16-03-2009 1 1000 100.9416 100.9416 PFC 8.70% 2010 (S-53) PT 31-03-2009 4 14000 101.6047 101.4884

PFC 8.70% 2010 (S- 53) PT 24-06-2009 1 1000 102.6148 102.6148 PFC 8.70% 2010 (S- 53) PT 16-09-2009 1 500 101.9283 101.9283 PFC 8.70% 2010 (S-53) PT 23-09-2009 7 14000 102.1092 102.0342 PFC 8.70% 2010 (S-53) PT 24-11-2009 4 8500 102.1143 102.0762 PFC 8.70% 2010 (S-53) PT 29-12-2009 1 2500 101.73 101.73 PFC 8.70% 2010 (S-53) PT 31-12-2009 1 2500 101.7637 101.7637 PFC 8.70% 2010 (S-53) PT 07-01-2010 1 11000 101.7118 101.7118 PFC 8.70% 2010 (S-53) PT 18-06-2010 2 5000 100.1478 100.1218 PFC 8.60% 2024 (S-57B-III) PT 07-12-2009 1 1000 99.4219 99.4219 PFC 8.60% 2019 (S-57B-II) PT 20-08-2009 1 1000 99.2859 99.2859 PFC 8.60% 2019 (S-57B-II) PT 21-08-2009 1 1400 99.412 99.412 PFC 8.60% 2019 (S-57B-II) PT 22-12-2009 1 500 99.3 99.3 PFC 8.60% 2014 (S-57B-I) PT 13-08-2009 2 1000 101.2407 101.0402 PFC 8.60% 2014 (S-57B-I) PT 03-09-2009 2 1000 100.1894 100.1504 PFC 8.60% 2014 (S-57B-I) PT 24-09-2009 5 3500 100.6361 100.5972 PFC 8.60% 2014 (S-57B-I) PT 26-11-2009 5 3000 102.2234 102.1463 PFC 8.60% 2014 (S-57B-I) PT 24-12-2009 1 500 100.8264 100.8264 PFC 8.60% 2014 (S-57B-I) PT 27-01-2010 1 500 101.0632 101.0632 PFC 8.60% 2014 (S-57B-I) PT 23-02-2010 3 1500 99.9997 99.9638 PFC 8.60% 2014 (S-57B-I) PT 26-04-2010 2 1000 101.7695 101.7695 PFC 8.60% 2014 (S-57B-I) PT 25-06-2010 1 2500 102.4992 102.4992 PFC 8.60% 2014 (S-57B-I) PT 23-09-2010 1 1000 100.7068 100.7068 PFC 8.60% 2014 (S-57B-I) PT 02-12-2010 1 900 100.7747 100.7747 PFC 8.60% 2014 (S-57B-I) PT 09-03-2011 1 1000 97.7462 97.7462 PFC 8.55% 2011(S- XXIX - B) PT 09-07-2008 1 1000 94.507 94.507 PFC 8.55% 2011(S- XXIX - B) PT 14-01-2009 1 2000 100.957 100.957 PFC 8.55% 2011(S- XXIX - B) PT 25-03-2009 1 1000 100.7615 100.7615 PFC 8.55% 2011(S- XXIX - B) PT 31-03-2009 1 2500 101.3876 101.3876 PFC 8.55% 2011(S- XXIX - B) PT 17-02-2010 2 5000 101.964 101.964 PFC 8.55% 2011(S- XXIX - B) PT 21-04-2010 1 500 102.5576 102.5576 PFC 8.55% 2011(S- XXIX - B) PT 21-06-2010 1 5000 102.0242 102.0242 PFC 8.55% 2011(S- XXIX - B) PT 14-03-2011 1 2500 99.4969 99.4969 PFC 8.55% 2011(S- XXIX - B) PT 14-07-2011 1 2500 99.9616 99.9616 PFC 8.55% 2011(S- XXIX - B) PT 01-08-2011 1 5000 99.9029 99.9029 PFC 8.50% 2014 (S-61-I) PT 18-01-2010 1 500 100.536 100.536 PFC 8.50% 2014 (S-61-I) PT 11-03-2010 2 1500 99.7286 99.7286 PFC 8.50% 2014 (S-61-I) PT 28-10-2010 1 1000 99.7712 99.7712 PFC 8.49% 2011 (S XXX) PT 12-07-2007 2 1000 96.6408 96.5089 PFC 8.49% 2011 (S XXX) PT 02-08-2007 1 500 98.2066 98.2066 PFC 8.49% 2011 (S XXX) PT 23-10-2007 3 2500 98.135 97.9765 PFC 8.49% 2011 (S XXX) PT 05-02-2009 1 5000 99.4401 99.4401 PFC 8.49% 2011 (S XXX) PT 07-05-2009 1 1500 104.0404 104.0404 PFC 8.49% 2011 (S XXX) PT 12-10-2009 1 2000 102.3984 102.3984 PFC 8.49% 2011 (S XXX) PT 24-11-2009 3 2500 103.3735 103.3735 PFC 8.49% 2011 (S XXX) PT 21-04-2010 1 500 102.4236 102.4236

PFC 8.49% 2011 (S XXX) PT 04-02-2011 1 1500 99.0625 99.0625 PFC 8.38% 2009 (S- XXXI-B) PT 20-11-2007 1 2000 98.7086 98.7086 PFC 8.38% 2009 (S- XXXI-B) PT 13-02-2008 1 500 98.7721 98.7721 PFC 7.60%2015(S- XXV) PT 17-06-2008 1 10 92.45 92.45 PFC 7% 2014 (S- XXIB) PT 18-06-2007 1 10 95.3 95.3 PFC 7% 2014 (S- XXIB) PT 18-03-2008 1 10 94.82 94.82 PFC 7% 2014 (S- XXIB) PT 02-11-2010 1 6000 98.692 98.692 PFC 7% 2014 (S- XXIB) PT 28-12-2010 1 2000 98.8222 98.8222 PFC 7% 2011 (S- XXII) PT 20-12-2007 1 500 96.3135 96.3135 PFC 7% 2011 (S- XXII) PT 01-08-2008 3 3000 94.8803 94.7927 PFC 7% 2011 (S- XXII) PT 18-03-2009 1 500 99.2194 99.2194 PFC 7% 2011 (S- XXII) PT 15-07-2009 1 2000 101.3237 101.3237 PFC 7% 2011 (S- XXII) PT 08-10-2009 1 2500 100.519 100.519 PFC 7% 2011 (S- XXII) PT 21-10-2009 1 1500 100.5933 100.5933 PFC 7% 2011 (S- XXII) PT 07-01-2010 1 500 100.3477 100.3477 PFC 7% 2011 (S- XXII) PT 07-04-2010 2 5500 100.2656 100.2656 PFC 7% 2011 (S- XXII) PT 18-08-2011 1 2000 99.0669 99.0669 PFC 6.80% 2011 (S- XXIA) PT 18-06-2007 1 10 96.89 96.89 PFC 9.96% 2017 (S- XXXV) PT 12-06-2007 1 500 99.2 99.2 PFC 9.96% 2017 (S- XXXV) PT 27-07-2007 2 1000 103.873 103.873 PFC 9.96% 2017 (S- XXXV) PT 30-10-2007 2 1000 103.7664 103.7664 PFC 9.96% 2017 (S- XXXV) PT 04-06-2008 1 500 101.2506 101.2506 PFC 9.96% 2017 (S- XXXV) PT 24-07-2008 2 150 97.87 97.52 PFC 9.90% 2017 (S- XXXIV) PT 27-04-2007 2 30 100.12 100.12 PFC 9.90% 2017 (S- XXXIV) PT 30-04-2007 3 60 100.05 100.03 PFC 9.90% 2017 (S- XXXIV) PT 10-05-2007 1 350 99.7 99.7 PFC 9.90% 2010 (S- XXXVI-A) PT 04-02-2008 1 500 101.6287 101.6287 PFC 9.90% 2010 (S- XXXVI-A) PT 18-03-2009 1 1000 101.9765 101.9765 PFC 9.90% 2010 (S- XXXVI-A) PT 14-09-2009 1 5000 102.5593 102.5593 PFC 11.40%2013(S--52A) PT 05-12-2008 3 2000 105.0546 104.4716 PFC 11.40% 2013(S--52A) PT 10-12-2008 1 500 105.9099 105.9099 PFC 11.40%2013(S--52A) PT 12-12-2008 1 500 107.8157 107.8157 PFC 11.40%2013(S--52A) PT 17-02-2009 3 2500 109.2915 109.2915 PFC 11.40%2013(S--52A) PT 02-04-2009 1 2500 110.9022 110.9022 PFC 11.40%2013(S--52A) PT 04-06-2009 1 500 111.8365 111.8365 PFC 11.40%2013(S--52A) PT 21-01-2010 1 500 110.8218 110.8218 PFC 11.25%2018(S--52C) PT 04-12-2008 6 3000 107.6273 105.5853 PFC 11.25%2018(S--52C) PT 17-12-2008 16 10000 115.6814 114.8244 PFC 11.25%2018(S--52C) PT 19-12-2008 29 24000 117.5393 116.0914 PFC 11.25% 2018(S--52C) PT 22-12-2008 7 3500 116.0874 115.2307 PFC 11.25%2018(S--52C) PT 31-12-2008 7 6500 117.0611 116.6311 PFC 11.25%2018(S--52C) PT 02-01-2009 20 10000 118.4328 116.1797 PFC 11.25%2018(S--52C) PT 13-01-2009 8 5500 116.5754 115.645 PFC 11.25%2018(S--52C) PT 04-02-2009 1 1500 112.5258 112.5258 PFC 11.25%2018(S--52C) PT 09-02-2009 3 2500 113.5963 113.4481

PFC 11.25%2018(S--52C) PT 13-02-2009 6 7000 113.3257 112.82 PFC 11.25%2018(S--52C) PT 25-02-2009 1 1000 112.0372 112.0372 PFC 11.25%2018(S--52C) PT 19-03-2009 4 3000 111.5682 110.9694 PFC 11.25%2018(S--52C) PT 08-04-2009 12 7500 115.6283 114.581 PFC 11.25%2018(S--52C) PT 27-04-2009 16 9000 118.7044 118.1975 PFC 11.25%2018(S--52C) PT 08-05-2009 8 4000 117.5042 116.6509 PFC 11.25%2018(S--52C) PT 22-05-2009 16 8500 116.9685 115.9027 PFC 11.25%2018(S--52C) PT 26-05-2009 7 3200 116.3171 116.0365 PFC 11.25%2018(S--52C) PT 02-06-2009 15 8500 115.5964 114.9724 PFC 11.25%2018(S--52C) PT 30-06-2009 3 1500 116.5571 116.3473 PFC 11.25%2018(S--52C) PT 01-07-2009 6 4000 117.0135 116.8026 PFC 11.25%2018(S--52C) PT 24-07-2009 2 1000 116.2753 116.2753 PFC 11.25%2018(S--52C) PT 25-08-2009 1 500 114.5543 114.5543 PFC 11.25%2018(S--52C) PT 16-10-2009 3 2500 114.3747 114.2413 PFC 11.25%2018(S--52C) PT 02-03-2010 1 500 113.6162 113.6162 PFC 11.25%2018(S--52C) PT 25-01-2011 1 500 110.8187 110.8187 PFC 11.15%2011 (S-51A) PT 18-12-2008 2 10000 105.9107 105.7876 PFC 11.15%2011 (S-51A) PT 30-03-2009 1 500 106.3449 106.3449 PFC 11.15% 2011 (S-51A) PT 17-04-2009 1 1500 109.1589 109.1589 PFC 11.15% 2011 (S-51A) PT 09-06-2009 1 500 108.0277 108.0277 PFC 11.15% 2011 (S-51A) PT 31-08-2009 2 3000 107.7605 107.5551 PFC 11.15% 2011 (S-51A) PT 05-10-2009 2 12000 107.748 107.748 PFC 11.15% 2011 (S-51A) PT 01-12-2009 1 1500 107.5004 107.5004 PFC 11.15% 2011 (S-51A) PT 11-12-2009 1 500 107.3626 107.3626 PFC 11.15% 2011 (S-51A) PT 07-09-2010 1 10000 103.45 103.45 PFC 11.15% 2011 (S-51A) PT 24-09-2010 1 2000 103.0233 103.0233 PFC 11.15% 2011 (S-51A) PT 22-11-2010 1 1000 101.8745 101.8745 PFC 11.15% 2011 (S-51A) PT 20-06-2011 2 2500 100.3106 100.3106 PFC 11.10% 2013 (S-51B) PT 07-01-2009 1 500 108.407 108.407 PFC 11.10% 2013 (S-51B) PT 12-11-2009 1 2500 109.3231 109.3231 PFC 11% 2018 (S-51C) PT 24-09-2008 1 500 99.3645 99.3645 PFC 11% 2018 (S-51C) PT 29-09-2008 1 2500 99.359 99.359 PFC 11% 2018 (S-51C) PT 10-10-2008 8 5000 97.3336 96.8857 PFC 11% 2018 (S-51C) PT 17-10-2008 5 3570 97.327 97.1042 PFC 11% 2018 (S-51C) PT 22-10-2008 1 500 98.3775 98.3775 PFC 11% 2018 (S-51C) PT 23-10-2008 1 1300 98.1752 98.1752 PFC 11% 2018 (S-51C) PT 12-12-2008 2 1500 110.4735 108.1695 PFC 11% 2018 (S-51C) PT 29-12-2008 16 11000 113.5003 113.154 PFC 11% 2018 (S-51C) PT 05-01-2009 2 2500 118.1106 118.1106 PFC 11% 2018 (S-51C) PT 03-02-2009 1 1000 112.3682 112.3682 PFC 11% 2018 (S-51C) PT 06-02-2009 2 1500 111.6783 111.0069 PFC 11% 2018 (S-51C) PT 11-02-2009 1 410 110.5337 110.5337 PFC 11% 2018 (S-51C) PT 13-02-2009 4 2500 111.0578 110.8575 PFC 11% 2018 (S-51C) PT 16-10-2009 2 1000 112.6043 112.5393 PFC 10.85% 2018 (S-XLIX-B) PT 18-08-2008 5 2500 100.2518 100.1597

PFC 10.85% 2018 (S-XLIX-B) PT 16-09-2008 1 1500 99.916 99.916 PFC 10.85% 2011 (SERIES-50-A) PT 17-07-2009 1 1000 107.7492 107.7492 PFC 10% 2012 (S- XXXVI-B) PT 11-07-2007 1 1000 101.6315 101.6315 PFC 10% 2012 (S- XXXVI-B) PT 31-07-2007 1 500 103.9153 103.9153 PFC 10% 2012 (S- XXXVI-B) PT 08-08-2007 4 6000 102.9249 102.7684 PFC 10% 2012 (S- XXXVI-B) PT 20-07-2011 1 2500 100.5521 100.5521 PFC 6.90% 2012 (S-55-A) PT 29-05-2009 3 4000 98.5627 98.5627 PFC 6.90% 2012 (S-55-A) PT 09-07-2009 2 1500 99.2048 99.106 PFC 6.90% 2012 (S-55-A) PT 27-07-2009 5 8000 99.2582 99.258 PFC 6.90% 2012 (S-55-A) PT 05-08-2009 1 2000 98.7394 98.7394 PFC 6.90% 2012 (S-55-A) PT 07-08-2009 1 5500 98.4931 98.4931 PFC 6.90% 2012 (S-55-A) PT 13-08-2009 2 3500 98.2593 98.1882 PFC 6.90% 2012 (S-55-A) PT 25-08-2009 1 3000 98.2737 98.2737 PFC 6.90% 2012 (S-55-A) PT 29-09-2009 1 3500 97.9805 97.9805 PFC 6.90% 2012 (S-55-A) PT 21-10-2009 1 1000 97.9283 97.9283 PFC 6.90% 2012 (S-55-A) PT 28-10-2009 2 2000 98.1616 98.1395 PFC 6.90% 2012 (S-55-A) PT 19-02-2010 1 1500 98.3583 98.3583 PFC 6.90% 2012 (S-55-A) PT 15-03-2010 2 2000 99.1777 99.1777 PFC 6.90% 2012 (S-55-A) PT 29-03-2010 2 5000 99.388 99.1041 PFC 6.90% 2012 (S-55-A) PT 20-05-2010 3 1500 99.941 99.9052 PFC 6.90% 2012 (S-55-A) PT 22-06-2010 1 500 99.7877 99.7877 PFC 6.90% 2012 (S-55-A) PT 14-07-2010 1 15500 99.7829 99.7829 PFC 6.90% 2012 (S-55-A) PT 28-07-2010 1 500 98.8106 98.8106 PFC 6.90% 2012 (S-55-A) PT 27-08-2010 1 500 98.5461 98.5461 PFC 6.90% 2012 (S-55-A) PT 06-04-2011 1 6500 97.5596 97.5596 PFC 6.90% 2012 (S-55-A) PT 14-06-2011 1 500 97.5353 97.5353 PFC 10.75%2011(S-XLVIII-A) PT 14-05-2010 1 1000 104.6532 104.6532 PFC 10.75% 2011(S-XLVIII-A) PT 30-07-2010 1 3500 103.2022 103.2022 PFC1YINCMT+1.79% 19(S-60-B) PR 21-07-2010 1 1000 101 101 PFC 1YINCMT+1.35% 12(S-60-A) PR 08-02-2010 1 2500 100 100 POWER FINANCE 9.70% 2021S-74 PT 02-08-2011 2 1500 101.1379 101.1379 POWER FINANCE 9.70% 2021S-74 PT 15-07-2009 3 6000 100.3701 POWER FINANCE 7.20% 2012 (S-56 100.2917 POWER FINANCE 7.20% 2012 (S-56 PT 28-07-2009 1 2500 99.9705 99.9705 POWER FINANCE 7.20% 2012 (S-56 PT 10-11-2009 1 3000 99.3412 99.3412 POWER FINANCE 7.20% 2012 (S-56 PT 23-04-2010 1 2500 100.2392 100.2392 POWER FIN8.95% 2015 (S -64-I) PT 20-04-2010 1 500 102.1107 102.1107 POWER FIN8.95% 2015 (S -64-I) PT 06-05-2010 2 2500 103.3144 103.3144 POWER FIN8.95% 2015 (S -64-I) PT 13-05-2010 1 1500 103.2585 103.2585 POWER FIN8.95% 2015 (S -64-I) PT 15-10-2010 2 1000 101.3172 101.3172 POWER FIN 9.61% 2021 (S-75-C) PT 18-07-2011 9 8000 101.5957 101.3093 POWER FIN 9.61%2021 (S-75-C) PT 28-07-2011 7 4000 100.6963 100.4775 POWER FIN 9.61%2021 (S-75-C) PT 05-08-2011 7 6500 100.9691 100.8117 POWER FIN 9.61%2021 (S-75-C) PT 08-08-2011 6 3840 101.285 100.9218 POWER FIN 9.61% 2021 (S-75-C) PT 18-08-2011 2 1500 101.144 101.144

POWER FIN 9.18%2021 (S-73) PT 16-05-2011 2 7500 98.04 98.04 POWER FIN 8.90% 2015 (S-63-I) PT 09-04-2010 1 1000 101.6037 101.6037 POWER FIN 8.80%2019 (S-59B) PT 13-11-2009 1 500 100.7142 100.7142 POWER FIN 8.80% 2019 (S-59B) PT 25-11-2009 1 500 101.7521 101.7521 POWER FIN 8.80%2019 (S-59B) PT 23-11-2010 1 2500 99.8076 99.8076 POWER FIN 7.89% 2012 (S-69) PT 08-04-2011 1 2500 98.07 98.07 POWER FIN 7.89% 2012 (S-69) PT 28-04-2011 1 5000 97.9437 97.9437 POWER FIN 7.89%2012 (S-69) PT 18-07-2011 1 3000 98.2051 98.2051 POWER FIN 7.10%2012( S-67) PT 18-11-2010 1 3000 97.8516 97.8516 POWER FIN7.10%2012( S-67) PT 20-12-2010 1 1000 97.4695 97.4695 POWER FIN7.10%2012( S-67) PT 07-01-2011 1 2500 97.4331 97.4331 POWER FIN 7.10%2012( S-67) PT 19-01-2011 2 10000 97.1028 97.1028 POWER FIN 7.10%2012( S-67) PT 07-06-2011 1 3000 97.237 97.237 POWER FIN 7.10%2012( S-67) PT 06-07-2011 1 2500 97.832 97.832 POW FIN 9.46% 2026 (S-76-B) PT 10-08-2011 2 1000 100.6363 100.5582 POW FIN 9.36% 2021 (S-76-A) PT 12-08-2011 7 8000 99.9349 99.805 POW FIN 8.70% 2025 (S-65-III) PT 31-05-2010 2 2100 99.5208 99.4385 POW FIN 8.70% 2020 (S-65-II) PT 31-05-2010 12 6500 100.3916 100.0994 POW FIN 8.70% 2020 (S-65-II) PT 03-06-2010 3 3200 100.2593 100.0633 POW FIN 8.70%2020 (S-65-II) PT 04-06-2010 6 2800 100.158 100.1255 POW FIN 8.70% 2020 (S-65-II) PT 10-06-2010 5 4000 100.122 99.9274 POW FIN 8.70% 2020 (S-65-II) PT 22-06-2010 1 500 99.9177 99.9177 POW FIN 8.70% 2020 (S-65-II) PT 10-12-2010 1 500 98.0674 98.0674 POW FIN 8.70% 2015 (S-65-I) PT 01-06-2010 1 500 102.0518 102.0518 POW FIN 8.70%2015 (S-65-I) PT 17-06-2010 3 2500 101.786 101.7464 POW FIN 8.70% 2015 (S-65-I) PT 25-06-2010 3 3000 101.7702 101.7702 POW FIN 8.70%2015 (S-65-I) PT 28-07-2010 1 500 101.2595 101.2595 POW FIN 8.70%2015 (S-65-I) PT 23-09-2010 2 2500 100.563 100.563 POW FIN 8.70%2015 (S-65-I) PT 22-10-2010 1 2500 100.1447 100.1447 POW FIN 8.70%2015 (S-65-I) PT 08-04-2011 1 4000 98.1785 98.1785 POW FIN 8.70%2015 (S-65-I) PT 23-05-2011 1 4000 97.2605 97.2605 POW FIN 8.70%2015 (S-65-I) PT 08-07-2011 2 8500 97.357 97.357 PFC 9.80%2012 (S- XXXVIII) PT 15-10-2007 3 2500 101.6072 101.4531 PFC 9.80%2012 (S- XXXVIII) PT 31-10-2007 1 500 102.3144 102.3144 PFC 9.80%2012 (S- XXXVIII) PT 18-02-2008 6 7000 101.6617 101.6617 PFC 9.80%2012 (S- XXXVIII) PT 19-06-2008 4 3000 99.219 99.219 PFC 9.80%2012 (S- XXXVIII) PT 23-06-2010 1 2500 105.0198 105.0198 PFC 9.80%2012 (S- XXXVIII) PT 22-12-2010 1 1000 101.0582 101.0582 PFC 9.80%2012 (S- XXXVIII) PT 22-08-2011 1 2500 100.4504 100.4504 PFC 9.55% 2011 (S- XLVII-A) PT 19-01-2010 1 1000 103.5771 103.5771 PFC 9.55% 2011 (S- XLVII-A) PT 03-03-2010 1 2500 102.8053 102.8053 PFC 9.55% 2011 (S- XLVII-A) PT 25-03-2010 1 2500 103.3879 103.3879 PFC 9.55% 2011 (S- XLVII-A) PT 23-06-2010 1 2500 102.5906 102.5906 PFC 9.55% 2011 (S- XLVII-A) PT 13-04-2011 1 2500 100.1181 100.1181 PFC 9.55% 2011 (S- XLVII-A) PT 09-05-2011 1 1000 100.0442 100.0442

PFC 9.40% 2013 (S-XLIV) PT 25-07-2008 1 500 95.4567 95.4567 PFC 9.40% 2013 (S-XLIV) PT 27-01-2009 1 500 101.7391 101.7391 PFC 9.40% 2013 (S-XLIV) PT 09-04-2009 1 1000 104.9031 104.9031 PFC 9.40% 2013 (S-XLIV) PT 08-02-2011 1 1000 99.7454 99.7454 PFC 9.40% 2013 (S-XLIV) PT 09-02-2011 1 1000 99.7465 99.7465 PFC 9.28% 2017 (S- XL-C) PT 08-01-2008 3 1500 101.6313 101.3726 PFC 9.28% 2017 (S- XL-C) PT 17-01-2008 5 4000 101.7336 101.3942 PFC 9.28% 2017 (S- XL-C) PT 29-04-2008 1 1000 98.5073 98.5073 PFC 9.28% 2017 (S- XL-C) PT 06-06-2008 2 3000 97.0092 96.9215 PFC 9.28% 2017 (S- XL-C) PT 17-07-2008 1 500 92.0321 92.0321 PFC 9.28% 2017 (S- XL-C) PT 22-01-2009 1 500 101.6134 101.6134 PFC 9.28% 2017 (S- XL-C) PT 23-01-2009 1 500 101.7934 101.7934 PFC 9.22% 2012 (S- XL-B) PT 08-01-2008 3 2000 100.8768 100.8768 PFC 9.22% 2012 (S- XL-B) PT 22-02-2008 1 500 99.6064 99.6064 PFC 9.22% 2012 (S- XL-B) PT 26-02-2008 1 500 99.6053 99.6053 PFC 9.22% 2012 (S- XL-B) PT 03-03-2008 2 1000 99.7897 99.7897 PFC 9.22% 2012 (S- XL-B) PT 09-04-2008 1 500 99.0362 99.0362 PFC 9.22% 2012 (S- XL-B) PT 21-04-2008 1 2500 98.1318 98.1318 PFC 9.22% 2012 (S- XL-B) PT 03-03-2009 1 1000 102.5157 102.5157 PFC 9.22% 2012 (S- XL-B) PT 04-03-2009 3 4500 102.417 102.3528 PFC 9.22% 2012 (S- XL-B) PT 02-04-2009 1 500 103.7289 103.7289 PFC 9.22% 2012 (S- XL-B) PT 23-04-2009 1 500 105.5938 105.5938 PFC 9.22% 2012 (S- XL-B) PT 03-08-2009 1 1000 104.7514 104.7514 PFC 9.22% 2012 (S- XL-B) PT 28-02-2011 1 500 99.1458 99.1458 PFC 9.22% 2012 (S- XL-B) PT 04-08-2011 1 1000 99.4885 99.4885 PFC 9.05% 2020 (S-71.I) PT 20-04-2011 1 500 98.8654 98.8654 PFC 9.01% 2011 (S- XLII-A) PT 02-05-2008 7 6500 99.1825 98.9235 PFC 9.01% 2011 (S- XLII-A) PT 16-01-2009 1 2500 101.4329 101.4329 PFC 9.01% 2011 (S- XLII-A) PT 02-03-2009 1 2000 102.1948 102.1948 PFC 9.01% 2011 (S- XLII-A) PT 15-04-2009 7 6000 103.4841 103.1405 PFC 9.01% 2011 (S- XLII-A) PT 16-04-2009 2 3500 103.6164 103.6164 PFC 9.01% 2011 (S- XLII-A) PT 23-04-2009 1 500 104.2114 104.2114 PFC 9.01% 2011 (S- XLII-A) PT 24-07-2009 1 500 104.155 104.155 PFC 9.01% 2011 (S- XLII-A) PT 14-08-2009 1 1000 103.1201 103.1201 PFC 9.01% 2011 (S- XLII-A) PT 27-08-2009 1 3000 103.3402 103.3402 PFC 9.01% 2011 (S- XLII-A) PT 08-03-2010 3 10000 102.1917 102.1462 PFC 9.01% 2011 (S- XLII-A) PT 12-03-2010 1 8000 102.2774 102.2774 PFC 9.01% 2011 (S- XLII-A) PT 09-04-2010 1 500 102.3164 102.3164 PFC 9.01% 2011 (S- XLII-A) PT 26-05-2010 1 10000 101.9039 101.9039 PFC 9.01% 2011 (S- XLII-A) PT 21-09-2010 1 500 100.4662 100.4662 PFC 9.01% 2011 (S- XLII-A) PT 30-12-2010 1 500 99.9465 99.9465 PFC 8.94% 2013 (S- XLI-B) PT 12-08-2008 1 500 93.5108 93.5108 PFC 8.94% 2013 (S- XLI-B) PT 25-03-2009 1 500 101.3403 101.3403 PFC 8.94% 2013 (S- XLI-B) PT 21-05-2009 2 1000 104.5271 104.5271 PFC 8.94% 2013 (S- XLI-B) PT 16-09-2009 1 500 102.1296 102.1296

PFC 8.94% 2013 (S- XLI-B) PT 13-12-2010 1 3500 99.7982 99.7982 PFC 8.90% 2014 (S-54A) PT 28-04-2009 1 1000 104.9244 104.9244 PFC 8.90% 2014 (S-54A) PT 19-06-2009 1 1000 103.1 103.1 PFC 8.85% 2030 (S-66-C) PT 02-07-2010 1 2410 99.8765 99.8765 PFC 8.80% 2025 (S62-B) PT 22-01-2010 1 500 100.02 100.02 PFC 8.78% 2020 (S-70) PT 01-03-2011 2 1500 97.5568 97.5369 PFC 8.78% 2020 (S-70) PT 24-05-2011 1 1500 95.4774 95.4774 PFC 8.78% 2016 (S- XXXI-A) PT 04-04-2007 1 100 93.6178 93.6178 PFC 8.78% 2016 (S- XXXI-A) PT 21-08-2007 1 100 95.3 95.3 PFC 8.78% 2016 (S- XXXI-A) PT 17-03-2008 1 10 99.9 99.9 PFC 8.78% 2016 (S- XXXI-A) PT 04-10-2010 2 1500 100.7932 100.7932 PFC 8.75% 2025 (S-66-B) PT 22-07-2010 2 1000 99.7887 99.7887 PFC 8.75% 2025 (S-66-B) PT 18-08-2010 1 700 99.2237 99.2237 PFC 8.70% 2020 (S62-A) PT 18-05-2010 1 500 100.1435 100.1435 PFC 8.70% 2020 (S62-A) PT 20-05-2010 1 500 100.5241 100.5241 PFC 8.70% 2010 (S-53) PT 13-01-2009 8 26500 100.899 100.8725 PFC 8.70% 2010 (S-53) PT 15-01-2009 3 5500 101.2 101.0407 PFC 8.70% 2010 (S-53) PT 23-01-2009 4 4000 100.8482 100.7834 PFC 8.70% 2010 (S-53) PT 28-01-2009 1 7860 100.7155 100.7155 PFC 8.70% 2010 (S-53) PT 02-02-2009 5 4000 100.7475 100.7459 PFC 8.70% 2010 (S-53) PT 03-02-2009 4 9140 100.7953 100.7459 PFC 8.70% 2010 (S-53) PT 10-02-2009 4 6000 100.9728 100.9475 PFC 8.70% 2010 (S-53) PT 19-02-2009 2 5000 101.4951 101.4801 PFC 8.70% 2010 (S-53) PT 25-02-2009 3 3000 101.4771 101.3873 PFC 8.70% 2010 (S-53) PT 13-04-2009 2 2000 102.4177 102.4177 PFC 8.70% 2010 (S-53) PT 14-05-2009 2 5000 103.0787 103.0787 PFC 8.70% 2010 (S-53) PT 02-06-2009 1 500 102.3263 102.3263 PFC 8.70% 2010 (S-53) PT 09-06-2009 1 500 102.5791 102.5791 PFC 8.70% 2010 (S-53) PT 29-06-2009 1 500 102.6934 102.6934 PFC 8.70% 2010 (S-53) PT 15-07-2009 4 20000 103.0456 103.0363 PFC 8.70% 2010 (S-53) PT 17-09-2009 1 3500 101.9153 101.9153 PFC 8.70% 2010 (S-53) PT 02-03-2010 1 12500 100.9013 100.9013 PFC 8.70% 2010 (S-53) PT 22-03-2010 1 2500 100.9368 100.9368 PFC 8.70% 2010 (S-53) PT 02-06-2010 2 30500 100.1678 100.1678 PFC 8.70% 2010 (S-53) PT 08-06-2010 1 7500 100.1963 100.1963 PFC 8.70% 2010 (S-53) PT 21-06-2010 1 5000 100.1163 100.1163 PFC 8.70% 2010 (S-53) PT 22-06-2010 1 5000 100.1206 100.1206 PFC 8.65% 2020 (S-66-A) PT 07-07-2010 1 2000 99.6728 99.6728 PFC 8.60% 2024 (S-57B-III) PT 01-09-2009 1 500 98.2182 98.2182 PFC 8.60% 2024 (S-57B-III) PT 17-11-2009 1 500 99.3074 99.3074 PFC 8.60% 2019 (S-57B-II) PT 17-08-2009 1 1500 99.6322 99.6322 PFC 8.60% 2019 (S-57B-II) PT 18-08-2009 8 9500 99.4369 99.1783 PFC 8.60% 2019 (S-57B-II) PT 14-10-2009 1 500 98.2522 98.2522 PFC 8.60% 2019 (S-57B-II) PT 30-11-2009 1 850 100.1785 100.1785 PFC 8.60% 2014 (S-57B-I) PT 14-08-2009 3 1500 101.1155 101.0758

PFC 8.60% 2014 (S-57B-I) PT 26-08-2009 5 3000 100.4712 100.2752 PFC 8.60% 2014 (S-57B-I) PT 17-09-2009 2 1000 100.4876 100.371 PFC 8.60% 2014 (S-57B-I) PT 18-11-2009 2 1500 101.695 101.695 PFC 8.60% 2014 (S-57B-I) PT 08-12-2009 4 2000 101.1403 101.0259 PFC 8.60% 2014 (S-57B-I) PT 16-12-2009 1 500 101.0193 101.0193 PFC 8.60% 2014 (S-57B-I) PT 23-12-2009 1 500 100.8264 100.8264 PFC 8.60% 2014 (S-57B-I) PT 21-01-2010 2 1500 101.0302 100.9932 PFC 8.60% 2014 (S-57B-I) PT 22-01-2010 1 500 101.0652 101.0652 PFC 8.60% 2014 (S-57B-I) PT 03-03-2010 1 400 99.95 99.95 PFC 8.60% 2014 (S-57B-I) PT 08-04-2010 1 500 100.8175 100.8175 PFC 8.60% 2014 (S-57B-I) PT 09-04-2010 2 1000 100.8522 100.8522 PFC 8.60% 2014 (S-57B-I) PT 28-04-2010 1 2500 102.195 102.195 PFC 8.60% 2014 (S-57B-I) PT 04-11-2010 1 500 100.4276 100.4276 PFC 8.60% 2014 (S-57B-I) PT 15-12-2010 1 500 98.8749 98.8749 PFC 8.55% 2011(S- XXIX - B) PT 19-06-2009 1 5000 104.32 104.32 PFC 8.55% 2011(S- XXIX - B) PT 24-12-2009 1 2500 103.0159 103.0159 PFC 8.55% 2011(S- XXIX - B) PT 22-09-2010 2 2500 100.8505 100.8505 PFC 8.55% 2011(S- XXIX - B) PT 28-01-2011 1 5000 99.6213 99.6213 PFC 8.55% 2011(S- XXIX - B) PT 08-02-2011 1 2500 99.5285 99.5285 PFC 8.55% 2011(S- XXIX - B) PT 16-03-2011 1 5000 99.5321 99.5321 PFC 8.55% 2011(S- XXIX - B) PT 05-07-2011 1 3000 99.95 99.95 PFC 8.50% 2014 (S-61-I) PT 21-01-2010 1 500 100.6112 100.6112 PFC 8.50% 2014 (S-61-I) PT 28-04-2010 5 3500 101.9692 101.5888 PFC 8.50% 2014 (S-61-I) PT 03-06-2010 1 650 101.3671 101.3671 PFC 8.50% 2014 (S-61-I) PT 22-06-2010 1 500 101.6108 101.6108 PFC 8.50% 2014 (S-61-I) PT 23-06-2010 1 500 101.6108 101.6108 PFC 8.49% 2011 (S XXX) PT 19-06-2007 1 10 100 100 PFC 8.49% 2011 (S XXX) PT 06-08-2007 1 1000 98.2129 98.2129 PFC 8.49% 2011 (S XXX) PT 18-06-2008 1 10 98.49 98.49 PFC 8.49% 2011 (S XXX) PT 24-06-2008 1 500 95.01 95.01 PFC 8.49% 2011 (S XXX) PT 26-02-2009 1 500 100.9467 100.9467 PFC 8.49% 2011 (S XXX) PT 13-03-2009 2 1500 99.7814 99.7814 PFC 8.49% 2011 (S XXX) PT 18-03-2009 3 1500 100.1155 100.1155 PFC 8.49% 2011 (S XXX) PT 02-04-2009 4 2000 101.5585 100.9985 PFC 8.49% 2011 (S XXX) PT 09-04-2009 1 500 102.7862 102.7862 PFC 8.49% 2011 (S XXX) PT 30-07-2009 1 1000 103.9095 103.9095 PFC 8.49% 2011 (S XXX) PT 06-11-2009 1 1000 103.099 103.099 PFC 8.49% 2011 (S XXX) PT 22-08-2011 1 1000 99.8162 99.8162 PFC 7% 2014 (S- XXIB) PT 26-05-2011 1 1000 98.6684 98.6684 PFC 7% 2011 (S- XXII) PT 30-05-2007 1 1000 93.5917 93.5917 PFC 7% 2011 (S- XXII) PT 23-07-2007 2 2500 96.9558 96.9558 PFC 7% 2011 (S- XXII) PT 28-12-2007 2 3500 96.3998 96.3884 PFC 7% 2011 (S- XXII) PT 09-01-2009 2 1500 98.6505 98.6505 PFC 7% 2011 (S- XXII) PT 04-02-2009 2 2000 99.1616 99.1616 PFC 7% 2011 (S- XXII) PT 06-04-2009 1 500 100.2513 100.2513

PFC 7% 2011 (S- XXII) PT 29-04-2009 4 4000 101.0275 101.0275 PFC 7% 2011 (S- XXII) PT 18-03-2010 2 4000 100.1197 100.1197 PFC 7% 2011 (S- XXII) PT 20-09-2010 1 2500 98.8525 98.8525 PFC 7% 2011 (S- XXII) PT 23-06-2011 1 2500 98.6878 98.6878 PFC 7% 2011 (S- XXII) PT 24-06-2011 1 2500 98.6987 98.6987 PFC 9.96% 2017 (S- XXXV) PT 30-05-2007 1 1000 99.1865 99.1865 PFC 9.96% 2017 (S- XXXV) PT 01-08-2007 1 500 103.3563 103.3563 PFC 9.96% 2017 (S- XXXV) PT 29-02-2008 1 500 104.0622 104.0622 PFC 9.90% 2017 (S- XXXIV) PT 19-07-2007 4 2000 104.2196 103.0686 PFC 9.90% 2017 (S- XXXIII-B) PT 24-10-2007 1 1000 103.2733 103.2733 PFC 9.90% 2017 (S- XXXIII-B) PT 12-08-2009 2 2500 106.0639 106.0639 PFC 9.90% 2010 (S- XXXVI-A) PT 08-05-2009 2 1000 103.9957 103.9957 PFC 11.40%2013(S--52A) PT 23-01-2009 1 1000 109.9736 109.9736 PFC 11.40%2013(S--52A) PT 18-03-2009 1 500 109.4229 109.4229 PFC 11.40%2013(S--52A) PT 16-04-2009 1 500 113.1992 113.1992 PFC 11.40%2013(S--52A) PT 15-07-2009 2 1500 112.4438 112.4438 PFC 11.40%2013(S--52A) PT 20-08-2009 1 1000 110.6759 110.6759 PFC 11.40%2013(S--52A) PT 05-10-2009 1 1500 110.0725 110.0725 PFC 11.40%2013(S--52A) PT 11-11-2009 1 4000 111.0158 111.0158 PFC 11.40%2013(S--52A) PT 16-12-2009 1 500 110.7435 110.7435 PFC 11.40%2013(S--52A) PT 07-03-2011 1 500 104.4008 104.4008 PFC 11.25%2018(S--52C) PT 08-12-2008 26 14500 109.3792 106.6557 PFC 11.25%2018(S--52C) PT 12-12-2008 17 9000 114.765 110.4384 PFC 11.25%2018(S--52C) PT 29-12-2008 20 20000 116.2033 115.2789 PFC 11.25%2018(S--52C) PT 14-01-2009 15 10000 116.1409 115.6413 PFC 11.25%2018(S--52C) PT 28-01-2009 5 2500 114.1853 113.7643 PFC 11.25%2018(S--52C) PT 11-02-2009 2 1000 112.4814 112.4814 PFC 11.25%2018(S--52C) PT 12-02-2009 1 3000 112.82 112.82 PFC 11.25%2018(S--52C) PT 27-02-2009 9 5000 113.6609 113.0422 PFC 11.25%2018(S--52C) PT 02-04-2009 4 4000 113.9798 113.6358 PFC 11.25%2018(S--52C) PT 06-04-2009 5 2500 114.0998 113.6241 PFC 11.25%2018(S--52C) PT 20-04-2009 11 8000 117.5035 117.0744 PFC 11.25%2018(S--52C) PT 21-04-2009 20 11000 118.8729 117.5716 PFC 11.25%2018(S--52C) PT 04-06-2009 10 5000 116.4645 116.1839 PFC 11.25%2018(S--52C) PT 05-06-2009 4 2000 116.2797 116.2097 PFC 11.25%2018(S--52C) PT 16-06-2009 2 1000 115.5555 115.5555 PFC 11.25%2018(S--52C) PT 18-06-2009 11 5500 115.8973 115.5498 PFC 11.25%2018(S--52C) PT 23-06-2009 4 2500 116.3012 116.1615 PFC 11.25%2018(S--52C) PT 30-07-2009 4 2500 116.1282 115.9179 PFC 11.25%2018(S--52C) PT 10-08-2009 7 9500 115.136 114.9969 PFC 11.25%2018(S--52C) PT 11-08-2009 2 2500 115.2678 114.9745 PFC 11.25%2018(S--52C) PT 31-08-2009 4 1500 114.6425 114.6086 PFC 11.25%2018(S--52C) PT 02-09-2009 8 5200 114.6042 114.4713 PFC 11.25%2018(S--52C) PT 03-09-2009 3 2000 114.54 114.5345 PFC 11.25%2018(S--52C) PT 15-09-2009 4 2000 114.5088 114.4584

PFC 11.25%2018(S--52C) PT 13-11-2009 4 2500 115.5604 115.4395 PFC 11.25%2018(S--52C) PT 18-11-2009 2 1500 116.0187 115.9512 PFC 11.25%2018(S--52C) PT 23-08-2010 1 500 113.9975 113.9975 PFC 11.25%2018(S--52C) PT 07-10-2010 1 1000 114.47 114.47 PFC 11.25%2018(S--52C) PT 15-04-2011 1 1000 110.8367 110.8367 PFC 11.15%2011 (S-51A) PT 16-10-2008 3 6500 99.3618 98.9145 PFC 11.15% 2011 (S-51A) PT 07-01-2009 3 6500 105.9078 105.9078 PFC 11.15% 2011 (S-51A) PT 02-03-2009 1 500 107.112 107.112 PFC 11.15% 2011 (S-51A) PT 03-08-2009 4 8000 108.578 108.3739 PFC 11.15% 2011 (S-51A) PT 04-08-2009 1 3500 108.3645 108.3645 PFC 11.15% 2011 (S-51A) PT 14-10-2009 1 1500 107.1758 107.1758 PFC 11.15% 2011 (S-51A) PT 07-04-2010 1 500 105.9672 105.9672 PFC 11.15% 2011 (S-51A) PT 03-06-2010 2 4500 105.2614 105.2614 PFC 11.15% 2011 (S-51A) PT 13-08-2010 2 1000 103.4995 103.4995 PFC 11.15% 2011 (S-51A) PT 26-08-2010 1 2500 103.4069 103.4069 PFC 11.15% 2011 (S-51A) PT 02-02-2011 1 2500 100.8161 100.8161 PFC 11.15% 2011 (S-51A) PT 27-04-2011 1 2500 100.25 100.25 PFC 11.10% 2013 (S-51B) PT 31-10-2008 1 500 97.4574 97.4574 PFC 11.10% 2013 (S-51B) PT 08-12-2008 1 500 103.1563 103.1563 PFC 11.10% 2013 (S-51B) PT 03-11-2009 1 500 108.8715 108.8715 PFC 11.10% 2013 (S-51B) PT 08-10-2010 1 500 107.1075 107.1075 PFC 11.10% 2013 (S-51B) PT 13-10-2010 1 500 106.8696 106.8696 PFC 11.10% 2013 (S-51B) PT 09-06-2011 1 1000 102.4048 102.4048 PFC 11% 2018 (S-51C) PT 13-10-2008 4 2500 97.0516 96.7138 PFC 11% 2018 (S-51C) PT 20-10-2008 2 1500 98.0059 97.2141 PFC 11% 2018 (S-51C) PT 11-11-2008 2 2000 98.1578 98.1578 PFC 11% 2018 (S-51C) PT 21-11-2008 1 500 99.763 99.763 PFC 11% 2018 (S-51C) PT 18-12-2008 1 1000 113.398 113.398 PFC 11% 2018 (S-51C) PT 19-12-2008 1 500 114.0126 114.0126 PFC 11% 2018 (S-51C) PT 15-01-2009 1 4500 115.1974 115.1974 PFC 11% 2018 (S-51C) PT 10-02-2009 1 10 111.35 111.35 PFC 11% 2018 (S-51C) PT 20-03-2009 4 5250 110.2558 109.8295 PFC 11% 2018 (S-51C) PT 02-04-2009 1 500 110.8963 110.8963 PFC 11% 2018 (S-51C) PT 09-04-2009 1 500 114.5906 114.5906 PFC 11% 2018 (S-51C) PT 17-04-2009 5 3000 115.4043 115.2651 PFC 11% 2018 (S-51C) PT 20-04-2009 5 4000 115.541 115.4015 PFC 11% 2018 (S-51C) PT 18-05-2009 3 2000 116.2311 116.1639 PFC 11% 2018 (S-51C) PT 17-06-2009 1 1000 113.6159 113.6159 PFC 11% 2018 (S-51C) PT 19-06-2009 1 1000 114.3183 114.3183 PFC 11% 2018 (S-51C) PT 14-07-2009 1 180 114.7124 114.7124 PFC 11% 2018 (S-51C) PT 20-08-2009 1 500 112.4791 112.4791 PFC 11% 2018 (S-51C) PT 04-09-2009 1 500 112.8303 112.8303 PFC 11% 2018 (S-51C) PT 09-10-2009 1 500 112.5797 112.5797 PFC 11% 2018 (S-51C) PT 25-01-2011 1 500 109.4177 109.4177 PFC 10.85% 2018 (S-XLIX-B) PT 17-09-2008 1 500 99.915 99.915

PFC 10.85% 2018 (S-XLIX-B) PT 21-04-2009 2 2000 113.958 113.958 PFC 10% 2012 (S- XXXVI-B) PT 19-07-2007 1 500 103.6724 103.6724 PFC 10% 2012 (S- XXXVI-B) PT 22-02-2011 1 500 100.2882 100.2882 PFC 10% 2012 (S- XXXVI-B) PT 21-06-2011 1 1000 100.3002 100.3002 PFC 6.90% 2012 (S-55-A) PT 02-07-2009 4 4500 99.1787 99.1538 PFC 6.90% 2012 (S-55-A) PT 28-07-2009 2 3000 99.2585 99.2094 PFC 6.90% 2012 (S-55-A) PT 31-07-2009 2 1000 98.9687 98.9687 PFC 6.90% 2012 (S-55-A) PT 11-08-2009 3 1500 98.257 98.257 PFC 6.90% 2012 (S-55-A) PT 12-08-2009 2 3000 98.496 98.3532 PFC 6.90% 2012 (S-55-A) PT 15-09-2009 2 5000 97.7726 97.7726 PFC 6.90% 2012 (S-55-A) PT 12-05-2010 1 1000 100.0547 100.0547 PFC 6.90% 2012 (S-55-A) PT 01-06-2010 1 500 99.6533 99.6533 PFC 6.90% 2012 (S-55-A) PT 13-12-2010 1 700 97.4316 97.4316 PFC 10.75%2011(S-XLVIII-A) PT 30-03-2009 1 500 105.0482 105.0482 PFC 10.75%2011(S-XLVIII-A) PT 18-08-2009 2 500 106.5449 106.5449 PFC 10.75%2011(S-XLVIII-A) PT 08-10-2009 1 1000 105.9292 105.9292 PFC 10.75%2011(S-XLVIII-A) PT 30-03-2010 1 1000 104.7175 104.7175 PFC1YINCMT+1.79% 19(S-60-B) PR 30-12-2009 1 2500 100.95 100.95 PFC 1YINCMT+1.79% 19(S-60-B) PR 24-06-2010 1 2000 102.36 102.36 POWER FINANCE 7.20% 2012 (S-56 PT 26-10-2009 2 1000 98.5141 98.5141 POWER FINANCE7.20% 2012 (S-56 PT 23-06-2010 1 2500 100.176 100.176 POWER FINANCE 7.20% 2012 (S-56 PT 13-07-2010 3 6500 99.8898 99.8898 POWER FIN8.95%2015 (S -64-I) PT 05-05-2010 1 2500 103.1187 103.1187 POWER FIN8.95%2015 (S -64-I) PT 03-06-2010 1 350 102.8965 102.8965 POWER FIN8.95%2015 (S -64-I) PT 26-07-2011 1 500 98.4601 98.4601 POWER FIN 9.62%2016 (S-75-B) PT 12-07-2011 5 3000 100.7863 100.7092 POWER FIN 9.62%2016 (S-75-B) PT 20-07-2011 1 500 100.8508 100.8508 POWER FIN 9.61%2021 (S-75-C) PT 11-07-2011 28 26500 100.9679 100.6219 POWER FIN 9.61%2021 (S-75-C) PT 13-07-2011 10 8000 101.2837 100.9339 POWER FIN 9.61%2021 (S-75-C) PT 15-07-2011 11 8500 101.6276 101.3766 POWER FIN 9.61%2021 (S-75-C) PT 19-07-2011 9 7220 101.6251 101.4976 POWER FIN 9.61%2021 (S-75-C) PT 03-08-2011 2 1000 100.7529 100.7529 POWER FIN 9.61%2021 (S-75-C) PT 10-08-2011 5 4000 101.5988 101.4718 POWER FIN 9.61%2021 (S-75-C) PT 12-08-2011 3 2500 101.2764 101.2132 POWER FIN 9.18%2021 (S-73) PT 25-04-2011 2 5000 100 99.68 POWER FIN 9.18%2021 (S-73) PT 17-08-2011 1 2000 98.5038 98.5038 POWER FIN 8.90%2020 (S-63-II) PT 13-05-2010 1 500 101.1885 101.1885 POWER FIN 8.90%2015 (S-63-I) PT 06-04-2010 1 340 101.4391 101.4391 POWER FIN 8.80%2019 (S-59B) PT 23-08-2010 3 2500 99.9183 99.9183 POWER FIN 8.45%2014 (S-58B) PT 15-10-2010 1 3000 99.9289 99.9289 POWER FIN 7.89%2012 (S-69) PT 25-07-2011 1 7500 98.3423 98.3423 POWER FIN 7.89%2012 (S-69) PT 26-07-2011 1 2500 98.3467 98.3467 POWER FIN 7.89%2012 (S-69) PT 10-08-2011 2 18740 98.3847 98.2858 POWER FIN 7.75%2012 (S-58A) PT 14-10-2009 5 5000 99.5833 99.583 POWER FIN 7.75%2012 (S-58A) PT 21-07-2010 1 5000 100.5228 100.5228

POWER FIN 7.75%2012 (S-58A) PT 26-07-2010 1 5000 100.523 100.523 POWER FIN7.10%2012( S-67) PT 21-07-2010 1 5000 100 100 POWER FIN7.10%2012( S-67) PT 22-07-2010 1 5000 100 100 POWER FIN7.10%2012( S-67) PT 07-09-2010 1 1500 98.85 98.85 POWER FIN7.10%2012( S-67) PT 04-10-2010 1 2500 98.4947 98.4947 POWER FIN7.10%2012( S-67) PT 02-11-2010 1 4500 98.1904 98.1904 POWER FIN7.10%2012( S-67) PT 19-11-2010 1 1500 97.8516 97.8516 POWER FIN7.10%2012( S-67) PT 20-01-2011 3 15500 97.18 97.1352 POWER FIN7.10%2012( S-67) PT 08-06-2011 3 13000 97.1002 97.0732 POWER FIN7.10%2012( S-67) PT 15-06-2011 2 9500 97.4646 97.4646 POWER FIN7.10%2012( S-67) PT 11-08-2011 2 14000 98.1413 97.9983 POW FIN 9.4%2026 (S-76-B) PT 05-08-2011 2 1000 100.0086 100.0086 POW FIN 9.46%2026 (S-76-B) PT 12-08-2011 1 500 100.3938 100.3938 POW FIN 8.70%2025 (S-65-III) PT 08-06-2010 1 500 99.4725 99.4725 POW FIN 8.70%2025 (S-65-III) PT 08-07-2010 1 500 99.4908 99.4908 POW FIN 8.70%2020 (S-65-II) PT 28-05-2010 7 4500 100.3273 99.8722 POW FIN 8.70%2020 (S-65-II) PT 09-06-2010 5 2500 100.2375 100.1878 POW FIN 8.70%2020 (S-65-II) PT 17-06-2010 9 5000 99.954 99.9217 POW FIN 8.70%2020 (S-65-II) PT 01-07-2010 1 500 99.9431 99.9431 POW FIN 8.70%2020 (S-65-II) PT 07-07-2010 2 1500 99.9388 99.9388 POW FIN 8.70%2020 (S-65-II) PT 21-07-2010 4 2500 99.7046 99.6404 POW FIN 8.70%2020 (S-65-II) PT 06-08-2010 1 500 99.2484 99.2484 POW FIN 8.70%2020 (S-65-II) PT 29-09-2010 3 2500 100.185 100.185 POW FIN 8.70%2015 (S-65-I) PT 20-05-2010 4 4000 102.3554 102.2345 POW FIN 8.70%2015 (S-65-I) PT 25-05-2010 6 3500 102.3476 102.3054 POW FIN 8.70%2015 (S-65-I) PT 31-05-2010 1 4000 102.1336 102.1336 POW FIN 8.70%2015 (S-65-I) PT 11-06-2010 3 5000 101.7924 101.7132 POW FIN 8.70%2015 (S-65-I) PT 09-08-2010 3 2500 100.7096 100.6714 POW FIN 8.70%2015 (S-65-I) PT 16-08-2010 3 2500 100.7606 100.7225 POW FIN 8.70%2015 (S-65-I) PT 21-09-2010 1 500 100.5269 100.5269 PFC 9.80%2012 S- XXXVIII) PT 01-10-2007 6 3000 101.1658 100.8964 PFC 9.80%2012 (S- XXXVIII) PT 05-10-2007 12 6500 101.5243 101.2783 PFC 9.80%2012 (S- XXXVIII) PT 11-10-2007 1 500 101.5754 101.5754 PFC 9.80%2012 (S- XXXVIII) PT 24-10-2007 4 4000 102.7953 102.5982 PFC 9.80%2012 (S- XXXVIII) PT 18-12-2007 1 1000 101.9629 101.9629 PFC 9.80%2012 (S- XXXVIII) PT 01-01-2008 6 3000 102.6585 102.4694 PFC 9.80%2012 (S- XXXVIII) PT 11-04-2008 1 500 100.7659 100.7659 PFC 9.80%2012 (S- XXXVIII) PT 12-12-2008 1 1500 102.061 102.061 PFC 9.80%2012 (S- XXXVIII) PT 06-02-2009 1 700 102.8735 102.8735 PFC 9.80%2012 (S- XXXVIII) PT 24-08-2010 2 3500 103.6076 103.6076 PFC 9.80%2012 (S- XXXVIII) PT 16-09-2010 1 9500 103.4813 103.4813 PFC 9.80%2012 (S- XXXVIII) PT 16-12-2010 1 2500 101.2432 101.2432 PFC 9.80%2012 (S- XXXVIII) PT 21-02-2011 2 4500 100.1326 100.1326 PFC 9.80% 2012 (S- XXXIII-A) PT 21-04-2010 1 2500 105.3437 105.3437 PFC 9.55% 2011 (S- XLVII-A) PT 20-03-2009 1 500 102.279 102.279

PFC 9.55% 2011 (S- XLVII-A) PT 04-05-2010 2 5000 103.5822 103.5822 PFC 9.40% 2013 (S-XLIV) PT 30-04-2008 1 2000 99.7528 99.7528 PFC 9.40% 2013 (S-XLIV) PT 10-06-2008 2 2300 98.7642 98.7642 PFC 9.40% 2013 (S-XLIV) PT 19-06-2008 3 2000 98.0716 98.0716 PFC 9.40% 2013 (S-XLIV) PT 02-07-2008 3 2500 94.905 94.905 PFC 9.40% 2013 (S-XLIV) PT 25-09-2008 1 10 95.55 95.55 PFC 9.40% 2013 (S-XLIV) PT 16-04-2009 2 1500 105.7241 105.7241 PFC 9.40% 2013 (S-XLIV) PT 28-05-2009 1 1500 104.2239 104.2239 PFC 9.40% 2013 (S-XLIV) PT 16-09-2009 1 1000 103.2797 103.2797 PFC 9.40% 2013 (S-XLIV) PT 08-07-2010 1 500 104.6702 104.6702 PFC 9.40% 2013 (S-XLIV) PT 10-08-2010 1 1000 103.0891 103.0891 PFC 9.28% 2017 (S- XL-C) PT 09-01-2008 7 3500 101.5329 101.436 PFC 9.28% 2017 (S- XL-C) PT 29-01-2008 5 3500 101.7032 101.6386 PFC 9.28% 2017 (S- XL-C) PT 30-01-2008 4 2500 101.4884 101.3153 PFC 9.28% 2017 (S- XL-C) PT 19-03-2008 3 3000 99.8774 99.8149 PFC 9.28% 2017 (S- XL-C) PT 06-05-2008 3 1500 99.1188 99.1187 PFC 9.28% 2017 (S- XL-C) PT 22-07-2008 1 350 92.465 92.465 PFC 9.25% 2012 (S- XXXII) PT 03-08-2007 1 500 100.235 100.235 PFC 9.25% 2012 (S- XXXII) PT 08-08-2007 2 1500 99.9109 99.9109 PFC 9.22% 2012 (S- XL-B) PT 03-01-2008 1 2500 100.8446 100.8446 PFC 9.22% 2012 (S- XL-B) PT 18-01-2008 2 2000 100.861 100.7872 PFC 9.22% 2012 (S- XL-B) PT 29-02-2008 2 1000 99.7903 99.7903 PFC 9.22% 2012 (S- XL-B) PT 05-05-2008 1 500 99.29 99.29 PFC 9.22% 2012 (S- XL-B) PT 10-12-2008 1 500 99.0953 99.0953 PFC 9.22% 2012 (S- XL-B) PT 04-08-2009 3 7500 104.7514 104.5978 PFC 9.22% 2012 (S- XL-B) PT 27-01-2010 1 2500 104.133 104.133 PFC 9.22% 2012 (S- XL-B) PT 28-04-2011 1 8500 99.5893 99.5893 PFC 9.05% 2020 (S-71.I) PT 07-04-2011 1 500 99.3037 99.3037 PFC 9.03% 2013 (S- XLII-B) PT 27-01-2009 1 500 100.5597 100.5597 PFC 9.01% 2011 (S- XLII-A) PT 30-04-2008 2 2000 98.947 98.947 PFC 9.01% 2011 (S- XLII-A) PT 06-05-2008 3 5500 99.2297 99.2062 PFC 9.01% 2011 (S- XLII-A) PT 14-07-2008 1 500 95.7985 95.7985 PFC 9.01% 2011 (S- XLII-A) PT 01-10-2008 1 40 95.82 95.82 PFC 9.01% 2011 (S- XLII-A) PT 05-12-2008 2 3000 97.9715 97.9715 PFC 9.01% 2011 (S- XLII-A) PT 05-01-2009 4 2000 102.4695 102.3349 PFC 9.01% 2011 (S- XLII-A) PT 20-03-2009 2 1500 101.3434 101.2575 PFC 9.01% 2011 (S- XLII-A) PT 28-04-2009 1 1000 104.271 104.271 PFC 9.01% 2011 (S- XLII-A) PT 12-05-2009 2 3000 104.9393 104.3396 PFC 9.01% 2011 (S- XLII-A) PT 13-08-2009 1 5500 103.1368 103.1368 PFC 9.01% 2011 (S- XLII-A) PT 08-09-2009 2 2000 102.9794 102.9794 PFC 9.01% 2011 (S- XLII-A) PT 21-10-2009 1 5000 103.204 103.204 PFC 9.01% 2011 (S- XLII-A) PT 26-11-2009 1 2500 103.6692 103.6692 PFC 9.01% 2011 (S- XLII-A) PT 15-03-2010 1 10000 102.1561 102.1561 PFC 9.01% 2011 (S- XLII-A) PT 23-03-2010 1 2500 102.3713 102.3713 PFC 9.01% 2011 (S- XLII-A) PT 30-03-2010 1 2500 102.1152 102.1152

PFC 9.01% 2011 (S- XLII-A) PT 29-06-2010 1 9000 101.2617 101.2617 PFC 9.01% 2011 (S- XLII-A) PT 17-09-2010 2 5500 100.3529 100.3321 PFC 9.01% 2011 (S- XLII-A) PT 20-09-2010 2 5500 100.3529 100.3292 PFC 9.01% 2011 (S- XLII-A) PT 19-11-2010 1 21500 100.0678 100.0678 PFC 9.01% 2011 (S- XLII-A) PT 30-11-2010 1 350 99.9805 99.9805 PFC 9% 2009(S- XV) PT 24-05-2007 2 800 97.987 97.8785 PFC 8.94% 2013 (S- XLI-B) PT 02-02-2009 1 1000 100.0917 100.0917 PFC 8.94% 2013 (S- XLI-B) PT 08-04-2009 1 1000 103.204 103.204 PFC 8.94% 2013 (S- XLI-B) PT 16-04-2009 1 1000 103.8298 103.8298 PFC 8.94% 2013 (S- XLI-B) PT 24-04-2009 1 500 104.7741 104.7741 PFC 8.94% 2013 (S- XLI-B) PT 14-05-2009 1 500 104.3927 104.3927 PFC 8.94% 2013 (S- XLI-B) PT 07-10-2009 1 1500 101.6811 101.6811 PFC 8.90% 2014 (S-54A) PT 08-05-2009 3 4000 105.6127 104.9787 PFC 8.80% 2025 (S62-B) PT 11-05-2010 2 880 99.95 99.92 PFC 8.80% 2025 (S62-B) PT 08-06-2010 1 1500 100.1014 100.1014 PFC 8.80% 2016(S- XXIX - A) PT 11-03-2010 1 1000 100.8418 100.8418 PFC 8.78% 2020 (S-70) PT 08-12-2010 4 2500 98.7143 98.6501 PFC 8.78% 2016 (S- XXXI-A) PT 05-07-2007 2 2000 92.7901 92.7901 PFC 8.78% 2016 (S- XXXI-A) PT 09-07-2007 2 1000 92.9456 92.8536 PFC 8.78% 2016 (S- XXXI-A) PT 14-05-2008 1 20 96.92 96.92 PFC 8.78% 2016 (S- XXXI-A) PT 20-04-2010 1 500 100.6844 100.6844 PFC 8.70% 2020 (S62-A) PT 24-02-2010 1 500 98.6186 98.6186 PFC 8.70% 2020 (S62-A) PT 25-02-2010 1 500 98.7762 98.7762 PFC 8.70% 2020 (S62-A) PT 04-03-2010 1 1000 98.53 98.53 PFC 8.70% 2010 (S53) PT 14-01-2009 4 4000 101.1093 101.0429 PFC 8.70% 2010 (S-53) PT 27-02-2009 1 500 101.6474 101.6474 PFC 8.70% 2010 (S-53) PT 05-03-2009 2 3000 101.5851 101.5606 PFC 8.70% 2010 (S-53) PT 17-03-2009 1 2000 100.9396 100.9396 PFC 8.70% 2010 (S-53) PT 02-04-2009 6 11000 101.8228 101.6047 PFC 8.70% 2010 (S-53) PT 06-04-2009 9 22000 102.0812 101.5915 PFC 8.70% 2010 (S-53) PT 29-04-2009 1 1000 103.0429 103.0429 PFC 8.70% 2010 (S-53) PT 06-05-2009 1 2500 103.4126 103.4126 PFC 8.70% 2010 (S-53) PT 19-05-2009 1 1500 103.2062 103.2062 PFC 8.70% 2010 (S-53) PT 18-08-2009 1 10000 102.3531 102.3531 PFC 8.70% 2010 (S-53) PT 31-08-2009 1 1000 102.1313 102.1313 PFC 8.70% 2010 (S-53) PT 10-09-2009 1 10000 101.9413 101.9413 PFC 8.70% 2010 (S-53) PT 15-09-2009 4 23000 101.9283 101.9129 PFC 8.70% 2010 (S-53) PT 22-09-2009 1 2500 101.9582 101.9582 PFC 8.70% 2010 (S-53) PT 10-11-2009 1 1500 102.2214 102.2214 PFC 8.70% 2010 (S-53) PT 18-11-2009 2 5000 101.9457 101.9457 PFC 8.70% 2010 (S-53) PT 04-12-2009 2 5000 101.9951 101.9951 PFC 8.70% 2010 (S-53) PT 11-01-2010 1 5000 101.6483 101.6483 PFC 8.70% 2010 (S-53) PT 15-01-2010 1 11500 101.61 101.61 PFC 8.60% 2019 (S-57B-II) PT 16-11-2009 1 500 99.7029 99.7029 PFC 8.60% 2014 (S-57B-I) PT 02-09-2009 7 7000 100.3074 100.2683

PFC 8.60% 2014 (S-57B-I) PT 07-09-2009 5 3000 100.4586 100.4196 PFC 8.60% 2014 (S-57B-I) PT 14-09-2009 4 2500 100.3543 100.3155 PFC 8.60% 2014 (S-57B-I) PT 15-09-2009 5 3500 100.4117 100.2563 PFC 8.60% 2014 (S-57B-I) PT 16-09-2009 10 5500 100.6444 100.4895 PFC 8.60% 2014 (S-57B-I) PT 23-10-2009 2 1000 100.1982 100.0723 PFC 8.60% 2014 (S-57B-I) PT 25-11-2009 5 5860 101.9551 101.8782 PFC 8.60% 2014 (S-57B-I) PT 14-12-2009 1 500 101.2095 101.2095 PFC 8.60% 2014 (S-57B-I) PT 05-01-2010 1 2500 100.8179 100.8179 PFC 8.60% 2014 (S-57B-I) PT 27-08-2010 1 2000 100.5454 100.5454 PFC 8.60% 2014 (S-57B-I) PT 07-07-2011 2 1500 97.5811 97.5684 PFC 8.55% 2011(S- XIX - B) PT 12-01-2009 1 1000 99.9465 99.9465 PFC 8.55% 2011(S- XIX - B) PT 04-08-2009 1 4000 103.6285 103.6285 PFC 8.55% 2011(S- XXIX - B) PT 24-09-2010 3 4500 100.8369 100.7962 PFC 8.55% 2011(S- XXIX - B) PT 28-04-2011 1 2500 99.7311 99.7311 PFC 8.55% 2011(S- XXIX - B) PT 13-07-2011 1 2500 99.9243 99.9243 PFC 8.55% 2011(S- XXIX - B) PT 22-07-2011 1 2000 99.9519 99.9519 PFC 8.50% 2014 (S-61-I) PT 27-04-2010 2 1050 101.3245 101.2867 PFC 8.50% 2014 (S-61-I) PT 18-05-2010 1 50 101.5683 101.5683 PFC 8.50% 2014 (S-61-I) PT 04-06-2010 1 500 101.3671 101.3671 PFC 8.50% 2014 (S-61-I) PT 02-11-2010 1 1000 99.8012 99.8012 PFC 8.50% 2014 (S-61-I) PT 07-02-2011 2 1000 97.1904 97.1904 PFC 8.49% 2011 (S XXX) PT 05-04-2007 1 10 100 100 PFC 8.49% 2011 (S XXX) PT 20-07-2007 1 500 98.8633 98.8633 PFC 8.49% 2011 (S XXX) PT 01-10-2007 3 2000 97.2081 96.954 PFC 8.49% 2011 (S XXX) PT 10-10-2007 1 2000 97.3698 97.3698 PFC 8.49% 2011 (S XXX) PT 18-10-2007 1 2500 97.5954 97.5954 PFC 8.49% 2011 (S XXX) PT 02-03-2009 1 500 101.0351 101.0351 PFC 8.49% 2011 (S XXX) PT 16-06-2009 1 500 102.4916 102.4916 PFC 8.49% 2011 (S XXX) PT 27-07-2009 2 2000 103.4023 103.4023 PFC 8.49% 2011 (S XXX) PT 01-11-2010 1 6000 100.0654 100.0654 PFC 8.49% 2011 (S XXX) PT 13-01-2011 1 1000 99.4404 99.4404 PFC 8.49% 2011 (S XXX) PT 07-02-2011 1 1500 99.1051 99.1051 PFC 8.38% 2009 (S- XXXI-B) PT 10-04-2008 1 500 98.608 98.608 PFC 8.38% 2009 (S- XXXI-B) PT 24-04-2009 1 500 101.4485 101.4485 PFC 7.50% 2009 (S- XVI) PT 16-07-2007 1 1500 100.1862 100.1862 PFC 7% 2011 (S- XXII) PT 20-06-2008 1 1500 95.9653 95.9653 PFC 7% 2011 (S- XXII) PT 13-08-2008 2 1000 94.9755 94.9659 PFC 7% 2011 (S- XXII) PT 23-04-2010 1 2500 100.4842 100.4842 PFC 7% 2011 (S- XXII) PT 22-06-2011 1 2500 98.6632 98.6632 PFC 6.80% 2011 (S- XXIA) PT 26-03-2008 1 10 97.1 97.1 PFC 5.85% 2010(S- XX) PT 26-06-2007 1 500 96.5004 96.5004 PFC 9.96% 2017 (S- XXXV) PT 27-06-2007 1 1000 99.095 99.095 PFC 9.96% 2017 (S- XXXV) PT 03-07-2007 2 1000 99.3428 99.2216 PFC 9.96% 2017 (S- XXXV) PT 06-07-2007 1 500 99.6754 99.6754 PFC 9.96% 2017 (S- XXXV) PT 20-07-2007 3 1500 104.0121 103.6948

PFC 9.96% 2017 (S- XXXV) PT 31-07-2007 2 1000 104.1292 104.1277 PFC 9.96% 2017 (S- XXXV) PT 13-08-2007 1 500 102.084 102.084 PFC 9.96% 2017 (S- XXXV) PT 24-08-2007 2 2000 102.65 102.05 PFC 9.96% 2017 (S- XXXV) PT 29-10-2007 1 500 104.2245 104.2245 PFC 9.90% 2017 (S- XXXIV) PT 24-04-2007 1 400 99.9 99.9 PFC 9.90% 2017 (S- XXXIV) PT 04-05-2007 1 10 100.02 100.02 PFC 9.90% 2017 (S- XXXIII-B) PT 10-08-2007 1 500 101.3553 101.3553 PFC 9.90% 2017 (S- XXXIII-B) PT 25-10-2007 1 500 103.5542 103.5542 PFC 9.90% 2010 (S- XXXVI-A) PT 04-06-2009 2 3000 103.3355 103.2886 PFC 11.40%2013(S--52A) PT 17-12-2008 4 2000 109.6197 109.0095 PFC 11.40%2013(S--52A) PT 14-01-2009 2 1000 110.9047 110.9047 PFC 11.40%2013(S--52A) PT 11-02-2009 1 2500 109.0467 109.0467 PFC 11.40%2013(S--52A) PT 17-03-2009 1 500 109.1114 109.1114 PFC 11.40%2013(S--52A) PT 09-04-2009 1 2500 112.6133 112.6133 PFC 11.40%2013(S--52A) PT 18-06-2009 1 1000 111.7128 111.7128 PFC 11.40%2013(S--52A) PT 29-07-2009 1 2500 111.9318 111.9318 PFC 11.40%2013(S--52A) PT 26-10-2009 1 4000 109.6173 109.6173 PFC 11.25%2018(S--52C) PT 16-12-2008 27 17500 113.9838 112.8057 PFC 11.25%2018(S--52C) PT 23-12-2008 16 25000 115.9401 114.4494 PFC 11.25%2018(S--52C) PT 07-01-2009 14 8000 116.7394 113.5541 PFC 11.25%2018(S--52C) PT 15-01-2009 7 3500 116.7115 115.9621 PFC 11.25%2018(S--52C) PT 27-01-2009 6 3000 114.8897 113.9762 PFC 11.25%2018(S--52C) PT 29-01-2009 2 1000 113.553 113.4838 PFC 11.25%2018(S--52C) PT 02-03-2009 6 4000 113.7268 113.3823 PFC 11.25%2018(S--52C) PT 13-03-2009 4 3000 110.6521 109.6559 PFC 11.25%2018(S--52C) PT 16-03-2009 5 3500 112.725 111.9797 PFC 11.25%2018(S--52C) PT 24-03-2009 2 1000 112.5665 112.5665 PFC 11.25%2018(S--52C) PT 25-03-2009 7 3850 112.4987 112.2253 PFC 11.25%2018(S--52C) PT 31-03-2009 2 2000 112.952 112.485 PFC 11.25%2018(S--52C) PT 06-05-2009 9 4500 118.2365 118.0203 PFC 11.25%2018(S--52C) PT 07-05-2009 1 500 118.1607 118.1607 PFC 11.25%2018(S--52C) PT 11-05-2009 7 4500 116.471 116.0836 PFC 11.25%2018(S--52C) PT 21-05-2009 3 1380 117.4662 116.8269 PFC 11.25%2018(S--52C) PT 19-06-2009 5 4340 116.2375 116.0976 PFC 11.25%2018(S--52C) PT 02-07-2009 7 3500 117.3631 116.9752 PFC 11.25%2018(S--52C) PT 14-07-2009 9 5500 116.4488 116.3094 PFC 11.25%2018(S--52C) PT 21-07-2009 9 4500 116.4286 116.1504 PFC 11.25%2018(S--52C) PT 23-07-2009 10 8000 116.4258 116.3533 PFC 11.25%2018(S--52C) PT 31-07-2009 6 3500 115.8753 115.8407 PFC 11.25%2018(S--52C) PT 18-08-2009 2 2000 115.2482 115.1799 PFC 11.25%2018(S--52C) PT 17-09-2009 2 2000 115.1927 114.7743 PFC 11.25%2018(S--52C) PT 27-10-2009 1 500 114.5287 114.5287 PFC 11.25%2018(S--52C) PT 20-11-2009 3 2000 116.4745 116.4066 PFC 11.15% 2011 (S-51A) PT 20-01-2009 1 1500 106.4378 106.4378 PFC 11.15% 2011 (S-51A) PT 27-02-2009 1 500 107.0016 107.0016

PFC 11.15% 2011 (S-51A) PT 24-07-2009 1 1500 109.1736 109.1736 PFC 11.15% 2011 (S-51A) PT 03-12-2009 1 2500 107.4949 107.4949 PFC 11.15% 2011 (S-51A) PT 14-12-2009 1 500 107.3284 107.3284 PFC 11.15% 2011 (S-51A) PT 15-01-2010 1 500 106.4459 106.4459 PFC 11.15% 2011 (S-51A) PT 11-03-2010 2 5000 105.8294 105.4519 PFC 11.15% 2011 (S-51A) PT 10-05-2010 1 500 105.9283 105.9283 PFC 11.15% 2011 (S-51A) PT 11-05-2010 1 2500 105.9852 105.9852 PFC 11.15% 2011 (S-51A) PT 08-03-2011 1 500 100.4616 100.4616 PFC 11.15% 2011 (S-51A) PT 14-03-2011 1 1500 100.4838 100.4838 PFC 11.15% 2011 (S-51A) PT 16-03-2011 2 500 100.4267 100.4267 PFC 11.15% 2011 (S-51A) PT 25-07-2011 2 6000 100.1968 100.1968 PFC 11.10% 2013 (S-51B) PT 18-03-2009 1 500 107.7288 107.7288 PFC 11.10% 2013 (S-51B) PT 31-03-2009 1 500 108.1739 108.1739 PFC 11% 2018 (S-51C) PT 11-12-2008 8 5850 108.2998 107.0729 PFC 11% 2018 (S-51C) PT 22-12-2008 3 3000 113.3134 113.0366 PFC 11% 2018 (S-51C) PT 17-02-2009 2 1500 109.7941 109.7283 PFC 11% 2018 (S-51C) PT 25-02-2009 1 500 109.7782 109.7782 PFC 11% 2018 (S-51C) PT 26-03-2009 1 570 110.44 110.44 PFC 11% 2018 (S-51C) PT 23-04-2009 1 500 118 118 PFC 11% 2018 (S-51C) PT 28-04-2009 1 1000 116.0779 116.0779 PFC 11% 2018 (S-51C) PT 04-05-2009 1 500 115.9235 115.9235 PFC 11% 2018 (S-51C) PT 06-05-2009 1 500 116.2653 116.2653 PFC 11% 2018 (S-51C) PT 13-05-2009 5 3000 114.2031 113.8301 PFC 11% 2018 (S-51C) PT 08-02-2010 1 20 113.39 113.39 PFC 10% 2012 (S- XXXVI-B) PT 03-08-2007 1 500 103.1229 103.1229 PFC 10% 2012 (S- XXXVI-B) PT 20-09-2007 1 500 101.556 101.556 PFC 10% 2012 (S- XXXVI-B) PT 02-11-2007 1 500 102.7991 102.7991 PFC 10% 2012 (S- XXXVI-B) PT 03-06-2010 1 2000 105.302 105.302 PFC 10% 2012 (S- XXXVI-B) PT 07-06-2010 1 2000 105.2791 105.2791 PFC 10% 2012 (S- XXXVI-B) PT 16-08-2010 2 1000 103.3801 103.3801 PFC 9.30% 2013 (S-XLIII-B) PT 07-01-2009 1 500 101.6095 101.6095 PFC 6.90% 2012 (S-55-A) PT 15-07-2009 6 4000 99.6269 99.5772 PFC 6.90% 2012 (S-55-A) PT 29-07-2009 3 2000 99.2585 99.2265 PFC 6.90% 2012 (S-55-A) PT 01-09-2009 3 3000 97.887 97.7249 PFC 6.90% 2012 (S-55-A) PT 04-11-2009 1 500 98.5248 98.5248 PFC 6.90% 2012 (S-55-A) PT 19-11-2009 3 5500 99.2653 99.2653 PFC 6.90% 2012 (S-55-A) PT 18-02-2010 1 3500 98.3583 98.3583 PFC 6.90% 2012 (S-55-A) PT 07-04-2010 1 2500 99.4176 99.4176 PFC 6.90% 2012 (S-55-A) PT 12-04-2010 4 2500 99.5349 99.4231 PFC 6.90% 2012 (S-55-A) PT 10-05-2010 1 500 100.1826 100.1826 PFC 6.90% 2012 (S-55-A) PT 11-05-2010 2 1000 100.0729 100.0729 PFC 6.90% 2012 (S-55-A) PT 19-05-2010 4 2500 99.9774 99.9416 PFC 6.90% 2012 (S-55-A) PT 21-06-2010 1 1000 99.5485 99.5485 PFC 6.90% 2012 (S-55-A) PT 07-10-2010 1 5000 98.3331 98.3331 PFC 6.90% 2012 (S-55-A) PT 28-04-2011 1 4000 97.486 97.486

PFC 6.90% 2012 (S-55-A) PT 15-06-2011 1 500 97.6127 97.6127 PFC 0% 2022(S- XIX) PZ 09-08-2007 1 16 26 26 PFC 1YINCMT+1.35% 12(S-60-A) PR 19-10-2010 1 2500 100 100 POWER FINANCE7.20% 2012 (S-56 PT 16-07-2009 5 13000 100.3692 100.2647 POWER FINANCE7.20% 2012 (S-56 PT 20-07-2009 1 1000 100.1052 100.1052 POWER FINANCE7.20% 2012 (S-56 PT 29-07-2009 2 2500 100.0214 100.0214 POWER FINANCE7.20% 2012 (S-56 PT 07-08-2009 2 6000 99.2025 99.1521 POWER FINANCE7.20% 2012 (S-56 PT 11-09-2009 3 7500 97.9919 97.9919 POWER FIN8.95%2025 (S -64-III PT 13-04-2010 2 1500 100.3354 100.2523 POWER FIN8.95%2015 (S -64-I) PT 30-04-2010 5 3000 102.8833 102.8833 POWER FIN8.95%2015 (S -64-I) PT 28-10-2010 1 1000 101.2031 101.2031 POWER FIN8.95%2015 (S -64-I) PT 01-11-2010 1 1000 101.2431 101.2431 POWER FIN 9.64%2014 (S-75-A) PT 23-08-2011 3 3000 100.5975 100.5491 POWER FIN 9.61%2021 (S-75-C) PT 05-07-2011 18 12500 100.4389 100.0313 POWER FIN 9.61%2021 (S-75-C) PT 01-08-2011 8 5000 100.7235 100.6607 POWER FIN 9.61%2021 (S-75-C) PT 11-08-2011 3 3000 101.9173 101.8535 POWER FIN 9.61%2021 (S-75-C) PT 16-08-2011 5 9000 101.087 101.0239 POWER FIN 9.18%2021 (S-73) PT 04-05-2011 1 500 99.0442 99.0442 POWER FIN 9.18%2021 (S-73) PT 20-05-2011 1 2500 98.0389 98.0389 POWER FIN 9.18%2021 (S-73) PT 05-07-2011 1 470 97.3194 97.3194 POWER FIN 8.80%2019 (S-59B) PT 08-01-2010 1 2500 100.4108 100.4108 POWER FIN 8.80%2019 (S-59B) PT 11-01-2010 1 1000 100.4108 100.4108 POWER FIN 8.80%2019 (S-59B) PT 12-05-2010 1 450 100.5009 100.5009 POWER FIN 8.45%2014 (S-59A) PT 07-01-2010 2 3500 100.1867 100.1867 POWER FIN 8.45%2014 (S-59A) PT 08-01-2010 3 3500 100.1086 100.1086 POWER FIN 8.45%2014 (S-59A) PT 11-01-2010 1 2500 100.1086 100.1086 POWER FIN 8.45%2014 (S-59A) PT 30-04-2010 1 1000 101.3505 101.3505 POWER FIN 8.45%2014 (S-59A) PT 07-07-2010 1 3500 101.2 101.2 POWER FIN 8.45%2014 (S-58B) PT 02-06-2010 2 2500 101.3 101.3 POWER FIN 8.45%2014 (S-58B) PT 03-06-2010 1 2000 101.3 101.3 POWER FIN 7.89%2012 (S-69) PT 17-01-2011 1 6500 97.9894 97.9894 POWER FIN 7.89%2012 (S-69) PT 19-01-2011 3 14500 98.0426 97.9696 POWER FIN 7.75%2012 (S-58A) PT 29-09-2009 1 2000 99.8438 99.8438 POWER FIN7.10%2012( S-67) PT 20-07-2010 1 14500 100 100 POWER FIN7.10%2012( S-67) PT 01-09-2010 1 2000 98.9009 98.9009 POWER FIN7.10%2012( S-67) PT 24-09-2010 1 5000 98.5751 98.5751 POWER FIN7.10%2012( S-67) PT 22-11-2010 1 3000 97.8634 97.8634 POWER FIN7.10%2012( S-67) PT 29-11-2010 1 500 98.0172 98.0172 POWER FIN7.10%2012( S-67) PT 17-01-2011 1 14500 97.1084 97.1084 POWER FIN7.10%2012( S-67) PT 20-07-2011 1 2500 98.0657 98.0657 POW FIN 9.36%2021 (S-76-A) PT 22-08-2011 1 120 99.9252 99.9252 POW FIN 8.70%2025 (S-65-III) PT 25-06-2010 1 1000 99.2551 99.2551 POW FIN 8.70%2020 (S-65-II) PT 21-05-2010 13 11500 100.6645 100.5303 POW FIN 8.70%2020 (S-65-II) PT 11-06-2010 8 6000 100.02 99.731 POW FIN 8.70%2020 (S-65-II) PT 14-06-2010 5 3500 99.6657 99.6335

POW FIN 8.70%2020 (S-65-II) PT 18-06-2010 1 500 99.8546 99.8546 POW FIN 8.70% 2020 (S-65-II) PT 23-06-2010 3 2000 99.9823 99.9177 POW FIN 8.70%2020 (S-65-II) PT 02-07-2010 3 2500 100.007 99.9087 POW FIN 8.70% 2020 (S-65-II) PT 13-07-2010 2 1500 99.81 99.7744 POW FIN 8.70% 2020 (S-65-II) PT 27-07-2010 1 500 99.8615 99.8615 POW FIN 8.70% 2020 (S-65-II) PT 28-07-2010 2 3000 99.7331 99.6365 POW FIN 8.70% 2020 (S-65-II) PT 02-08-2010 3 1500 98.9974 98.9974 POW FIN 8.70% 2020 (S-65-II) PT 10-08-2010 1 200 98.9942 98.9942 POW FIN 8.70% 2020 (S-65-II) PT 28-09-2010 1 500 100.1212 100.1212 POW FIN 8.70% 2020 (S-65-II) PT 24-01-2011 1 500 97.5502 97.5502 POW FIN 8.70% 2015 (S-65-I) PT 18-06-2010 1 500 101.7417 101.7417 POW FIN 8.70% 2015 (S-65-I) PT 30-06-2010 1 500 101.8822 101.8822 POW FIN 8.70% 2015 (S-65-I) PT 02-07-2010 7 3500 102.6685 101.9956 POW FIN 8.70% 2015 (S-65-I) PT 06-10-2010 1 2500 100.4816 100.4816 POW FIN 8.70% 2015 (S-65-I) PT 28-10-2010 1 2500 100.2162 100.2162 POW FIN 8.70%2015 (S-65-I) PT 20-01-2011 2 1500 98.4176 98.3482 POW FIN 8.70%2015 (S-65-I) PT 31-01-2011 1 1000 98.1923 98.1923 POW FIN 8.70%2015 (S-65-I) PT 09-08-2011 1 2500 97.9268 97.9268 PFC 9.80%2012 (S- XXXVIII) PT 03-10-2007 8 5000 101.4731 101.222 PFC 9.80%2012 (S- XXXVIII) PT 08-10-2007 4 2500 101.505 101.2718 PFC 9.80%2012 (S- XXXVIII) PT 01-11-2007 5 3500 102.5256 102.2333 PFC 9.80%2012 (S- XXXVIII) PT 12-11-2007 1 1000 101.6003 101.6003 PFC 9.80%2012 (S- XXXVIII) PT 28-01-2008 2 1500 102.8398 102.8023 PFC 9.80%2012 (S- XXXVIII) PT 31-01-2008 1 500 102.5356 102.5356 PFC 9.80%2012 (S- XXXVIII) PT 15-02-2008 2 1000 102.0295 101.9927 PFC 9.80%2012 (S- XXXVIII) PT 18-12-2008 1 500 103.1153 103.1153 PFC 9.80%2012 (S- XXXVIII) PT 23-03-2009 1 2000 103.9752 103.9752 PFC 9.80%2012 (S- XXXVIII) PT 12-08-2009 1 500 105.2797 105.2797 PFC 9.80%2012 (S- XXXVIII) PT 09-02-2010 1 500 104.8117 104.8117 PFC 9.80%2012 (S- XXXVIII) PT 13-04-2010 1 2500 104.9647 104.9647 PFC 9.80%2012 (S- XXXVIII) PT 17-08-2010 1 2500 103.5798 103.5798 PFC 9.80%2012 (S- XXXVIII) PT 09-09-2010 3 6500 103.4319 103.4105 PFC 9.80%2012 (S- XXXVIII) PT 20-09-2010 1 1000 103.2764 103.2764 PFC 9.80%2012 (S- XXXVIII) PT 26-05-2011 1 500 99.893 99.893 PFC 9.55% 2011 (S- XLVII-A) PT 29-10-2009 2 1000 104.2163 104.1393 PFC 9.55% 2011 (S- XLVII-A) PT 15-01-2010 1 2500 103.644 103.644 PFC 9.55% 2011 (S- XLVII-A) PT 31-08-2010 1 1000 101.3661 101.3661 PFC 9.40% 2013 (S-XLIV) PT 04-04-2008 2 1500 99.9668 99.9668 PFC 9.40% 2013 (S-XLIV) PT 07-04-2008 1 1000 99.852 99.852 PFC 9.40% 2013 (S-XLIV) PT 08-04-2008 2 2000 99.8701 99.8701 PFC 9.40% 2013 (S-XLIV) PT 12-06-2008 3 6000 98.4347 98.4347 PFC 9.40% 2013 (S-XLIV) PT 15-07-2009 1 1000 105.0331 105.0331 PFC 9.40% 2013 (S-XLIV) PT 07-04-2011 1 2500 100.392 100.392 PFC 9.28% 2017 (S- XL-C) PT 07-01-2008 8 6000 101.8921 101.7298 PFC 9.28% 2017 (S- XL-C) PT 11-01-2008 11 7000 102.1773 101.852

PFC 9.28% 2017 (S- XL-C) PT 22-01-2008 7 6000 101.7761 101.7113 PFC 9.28% 2017 (S- XL-C) PT 24-01-2008 1 500 102.5888 102.5888 PFC 9.28% 2017 (S- XL-C) PT 13-05-2008 1 680 98.9952 98.9952 PFC 9.28% 2017 (S- XL-C) PT 04-06-2008 2 1500 97.3062 97.2168 PFC 9.25% 2012 (S- XI) PT 09-11-2009 1 500 104.0026 104.0026 PFC 9.22% 2012 (S- XL-B) PT 11-02-2008 4 3000 100.5857 100.5464 PFC 9.22% 2012 (S- XL-B) PT 14-02-2008 3 2500 100.1809 100.0668 PFC 9.22% 2012 (S- XL-B) PT 25-03-2008 2 1000 99.222 99.222 PFC 9.22% 2012 (S- XL-B) PT 19-06-2008 3 2500 97.2306 97.127 PFC 9.22% 2012 (S- XL-B) PT 25-07-2008 1 1000 94.9322 94.9322 PFC 9.22% 2012 (S- XL-B) PT 28-07-2008 1 10 96.18 96.18 PFC 9.22% 2012 (S- XL-B) PT 13-02-2009 1 3000 101.2681 101.2681 PFC 9.22% 2012 (S- XL-B) PT 20-04-2009 1 1000 105.769 105.769 PFC 9.22% 2012 (S- XL-B) PT 24-04-2009 2 1500 106.0701 105.907 PFC 9.05% 2020 (S-71.I) PT 04-01-2011 1 270 100.2516 100.2516 PFC 9.03% 2013 (S- XLII-B) PT 18-02-2009 1 500 100.888 100.888 PFC 9.01% 2011 (S- XLII-A) PT 23-12-2008 1 500 100.7233 100.7233

ANNEXURE IV

LIST OF TOP 10 NON-CONVERTIBLE DEBENTURE/BONDHOLDERS OF THE COMPANY AS ON JUNE 30, 2011

1. UNSECURED REDEEMABLE NON-CONVERTIBLE TAXABLE BONDS

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

12.00% SLR SERIES 4 1 THE KANGRA CENTRAL CO-OP BANK LTD HEAD OFFICEDISTT KANGRA

H P176215 103 5.15

2 TATA MOTORS LIMITED SUPERANNUATION FUND

24 HOMI MODI STREETFORT MUMBAI400023

70 3.50

3 STATE BANK OF HYDERABAD TREASURY DEPARTMENTBANDRA-KURLA COMPLEX BANDRA (EAST) MUMBAI400051

70 3.50

4 ANDHRA BANK FUNDS FOREX DEPARTMENTCUFFE PARADE MUMBAI400005

56 2.80

5 BANK OF INDIA TREASURY BRANCH,HEAD OFFICEBANDRA KURLA COMPLEX, BANDRA EAST,MUMBAI400051

42 2.10

6 TATA STEEL LIMITED GRATUITY FUND BOMBAY HOUSEFORT MUMBAI 400001

40 2.00

7 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V. ROAD, SANTACRUZ W MUMBAI400054

20 1.00

8 THE TATA ENGINEERING AND LOCOMOTIVE CO. LTD EMPLOYEES PENSION FUND

BOMBAY HOUSE MUMBAI400001

20 1.00

9 CORPORATION BANK CORPORATION BANK, GENERAL ACCOUNT15 MITTAL CHAMBERS 1ST FLOOR NARIMAN POINT MUMBAI400021

10 0.50

10 DIC INDIA STAFF PROVIDENT FUND TRANSPORT DEPOT ROAD KOLKATA700088

8 0.40

9.70% (2011)- X SERIES (WITH STRPP) PART- G 1 UCO BANK TREASURY BRANCHMEZZANINE

FLOOR 359 DR D N ROAD FORT MUMBAI400001

50 7.50

2 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

50 7.50

3 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

30 4.50

4 VIJAYA BANK TREASURY MANAGEMENT DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

20 3.00

5 SYNDICATE BANK F.I.M. DEPARTMENTCUFFE PARADE, COLABA MUMBAI400005

20 3.00

6 PUNJAB AND SIND BANK EMPLOYEES PENSION FUND

H.O. PROVIDENT FUND DEPARTMENTSIDDHARTHA ENCLAVE NEW DELHI110014

15 2.25

7 COAL MINES PENSION FUND STATE BANK OF INDIAMAIN BRANCH BLDG 2ND FLFORT MUMBAI400001

10 1.50

8 THE LIFE INSURANCE CORPORATION OF INDIA PROVIDENT FUND NO 1

3RDFLOOR FINANCE AND ACCOUNTS DEPTJEEVAN BIMA MARG NARIMAN POINT MUMBAI400021

10 1.50

9 THE J AND K BANK LTD. INVESTMENT DEPARTMENT (DEBT)41, NEW MARINE LINES

10 1.50

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

MUMBAI400020 10 NATIONAL INSURANCE CO LTD

EMPLOYEES PROVIDENTFUND NATIONAL INSURANCE BUILDING7TH FLOOR KOLKATA700001

10 1.50

9.25% (2012) XI SERIES

1 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

6000 60.00

2 UNITED BANK OF INDIA I&FM DEPARTMENT HO 4TH FLOOR11 HEMANTA BASU SARANI KOLKATA700001

5000 50.00

3 CANARA BANK-MUMBAI DOMESTIC TREASURY (BACK OFFICE)7TH FLOOR, NARIMAN POINT MUMBAI400021

5000 50.00

4 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI400019

4596 45.96

5 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V. ROAD, SANTACRUZ W MUMBAI400054

2900 29.00

6 BANK OF INDIA PROVIDENT FUND TERMINAL BENEFITS DIV.3RD FLR,STAR HOUSE, C-5,'G' BLOCK H.O, B.K.C. BANDRA(E) MUMBAI400051

2000 20.00

7 KENDRIYA VIDYALAYA SANGATHAN EMPLOYEES PROVIDENT FUND ACCOUNT

KENDRIYA VIDYALAYA SANGATHANSHAHID JEET SINGH MARG NEW DELHI110016

1820 18.20

8 NATIONAL THERMAL POWER CORPORATION EMPLOYEES GRATUITY FUND

NTPC SCOPE COMPLEX DELHI110003

1744 17.44

9 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

1726 17.26

10 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENTYOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

1500 15.00

9.60% (2017) - XIII SERIES 1 NATIONAL THERMAL POWER

CORPORATION LIMITED EMPLOYEES PROVIDENT FUND TRUST

NTPC BHAWAN DELHI110003

1700 17.00

2 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020

1290 12.90

3 PUNJAB NATIONAL BANK EMPLOYEES PROVIDENT FUND

H/O PF DEPTTRAJENDRA PLACE NEW DELHI110008

750 7.50

4 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

650 6.50

5 PUNJAB NATIONAL BANK EMPLOYEES PENSION FUND

PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

500 5.00

6 FOOD CORPORATION OF INDIA CPF TRUST

KHADYA SADAN 13TH FLOOR NEW DELHI110001

500 5.00

7 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICESNEXT TO KANJURMARG RAILWAY STATION KANJURMARG E MUMBAI400042

500 5.00

8 PUNJAB NATIONAL BANK EMPLOYEES GRATUITY FUND

PUNJAB NATIONAL BANK PROVIDENTH/O RAJENDRA BHAWAN,RAJENDRA PLACE,NEW DELHI110008

450 4.50

9 TATA MOTORS LIMITED SUPERANNUATION FUND

24 HOMI MODI STREETFORT MUMBAI400023

400 4.00

10 LARSEN AND TOUBRO OFFICERS AND SUPERVISORY STAFF PROVIDENT FUND

L AND T CAPITAL COMPANY LIMITEDG BLOCK BANDRA KURLA COMPLEX BANDRA MUMBAI400051

380 3.80

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

9.60% (2017) - XIII SERIES (TRANCHE II) 1 NALCO EMPLOYEES PROVIDENT FUND

TRUST P/1 NAYAPALLIORISSA 751013 600 6.00

2 BHARAT HEAVY ELECTRICALS EMPLOYEES GRATUITY FUND

BHEL HOUSE NEW DELHI110049

500 5.00

3 TATA CONSULTANCY SERVICES EMPLOYEES PROVIDENTFUND

HDFC BANK LTD, CUSTODY SERVICESOFF. FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST, MUMBAI400042

500 5.00

4 INDIAN PROVIDENT FUND OF BHARAT PETROLEUM CORPORATION LIMITED

BHARAT BHAVANBALLARD ESTATE MUMBAI400001

485 4.85

5 THE PROVIDENT FUND OF THE ASSOCIATED CEMENT COS. LTD.

FINANCIAL DIVISION, 3RD FLOOR,121, M KARVE ROAD MUMBAI400020

400 4.00

6 POWERGRID EMPLOYEES GRATUITY FUND TRUST

SAUDAMINI, PLOT NO 2NEAR IFFCO CHOWK GURGAON122001

300 3.00

7 CITIBANK N.A.(INDIAN BRANCHES) PROVIDENT FUND

CITIBANK N.A. - HRD61, DR.S.S.RAO ROAD, PAREL, MUMBAI400012

300 3.00

8 THE FEDERAL BANK (EMPLOYEES') PENSION FUND

C/O THE FEDERAL BANK LTDSTAFF ADMN DEPT ALUVA, KERALA683101

250 2.50

9 MARUTI SUZUKI INDIA LIMITED EMPLOYEES PROVIDENT FUND TRUST

MARUTI UDYOG LTDGURGAON 122015

247 2.47

10 THE ORIENTAL INSURANCE CO. LTD. PROVIDENT FUND

PROVIDENT FUND DEPTMAHATMA GANDHI RD, FORT MUMBAI400001

200 2.00

8.21% (2017) XVIII SERIES STRPP (PART – D,E,F,G,H,I,J) 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00 1 LIFE INSURANCE CORPORATION OF INDIA 250 25.00

ZERO COUPON BONDS (2022) 1 GMB EMPLOYEES PENSION TRUST FUND GMB COMPLEXOPP AIR FORCE

GANDHINAGAR382010 13400 28.22

2 ALLAHABAD BANK ALLAHABAD BANK,TREASURY BRANCH37 MUMBAI SAMACHAR MARG FORT, MUMBAI400023

5500 11.58

3 ORISSA STATE COOPERATIVE BANK LTD PANDIT JAWAHARLAL NEHRU MARGAKHURDA ORISSA751001

4225 8.90

4 HINDUSTAN PETROLEUM CORPORATION LIMITED EMPLOYEES SUPERANNUATION BENEFIT FUND SCHEME

HPCL EMP SUPERANNUATION FUNDP O BOX NO 11041 BOMBAY400020

4000 8.42

5 BOARD OF TRUSTEES M .S. R.T.C. CPF MAHARASHTRA STATE ROAD TRANSPORTVAHATUK BHAVAN DR ANANDRAO NAIR RD MUMBAI CENTRAL, MUMBAI400008

2804 5.91

6 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020 2685 5.65

7 GMB EMPLOYEES GENERAL PROVIDENT TRUST FUND

GMB COMPLEXOPP AIR FORCE GANDHINAGAR382010

2680 5.64

8 THE J AND K BANK LTD. INVESTMENT DEPARTMENT (DEBT)41, NEW MARINE LINES MUMBAI400020

2500 5.27

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

9 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014 1854 3.90

10 KRIBHCO EMPLOYEES P F TRUST A 8 10 SECTOR I 201301 1689 3.56 6.80% (2001) XXIA 1 THE NEW INDIA ASSURANCE COMPANY

LIMITED NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

250 25.00

2 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V. ROAD, SANTACRUZ W MUMBAI400054

150 15.00

3 INDIAN OIL CORPORATION LTD (REFINERIES DIVISION) EMPLOYEES PROVIDENT FUND

CORE 2 SCOPE COMPLEXLODHI ROAD NEW DELHI110003

110 11.00

4 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

100 10.00

5 HAL- LD EPF TRUST HINDUSTAN AERONAUTICS LTDFAIZABAD ROAD LUCKNOW226016

35 3.50

6 RELIANCE EMPLOYEES PROVIDENT FUND BOMBAY

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

32 3.20

7 THE ORIENTAL INSURANCE CO. LTD. PROVIDENT FUND

PROVIDENT FUND DEPTMAHATMA GANDHI RD, FORT MUMBAI400001

25 2.50

8 RELIANCE INDUSTRIES LIMITED EMPLOYEES GRATUITY FUND

HDFC BANK LTD, CUSTODY SERVICES OFF FLR 8, KANJURMARG EAST MUMBAI400042

22 2.20

9 JAWAHARLAL NEHRU PORT TRUST ADMINISTRATION BLDGNAVI MUMBAI 400707

20 2.00

10 THE SARASWAT CO.OPERATIVE BANK LTD.EMPLOYEES PROVIDENT FUND TRUST

MADHUSHREE, 2ND FLOORDISTRICT BUSINESS CENTRE VASHI, NAVI MUMBAI400703

17 1.70

7.00% (2001) XXIB 1 NOMURA MAURITIUS LIMITED HSBC SECURITIES

SERVICESWESTERN EXP HIGHWAY,SAHAR RD JUNCT VILE PARLE - E MUMBAI400057

600 60.00

2 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARG NEW DELHI 110057

200 20.00

3 DELHI DEVELOPMENT AUTHORITY VIKAS SADAN NEW DELHI110023 150 15.00 4 HSBC BANK (MAURITIUS) LIMITED HSBC SECURITIES

SERVICES,WESTERN EXPRESS HIGHWAY, SAHAR RD JUNCT,VILE PARLE E,MUMBAI400057

150 15.00

5 FOOD CORPORATION OF INDIA CPF TRUST

KHADYA SADAN 13TH FLOOR NEW DELHI110001

100 10.00

6 COAL MINES PENSION FUND STATE BANK OF INDIAMAIN BRANCH BLDG 2ND FLFORT MUMBAI400001

55 5.50

7 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICESNEXT TO KANJURMARG RAILWAY STATION KANJURMARG E MUMBAI400042

50 5.00

8 TRUSTEES OF IDBI PENSION FUND C/O IDBI CAPITAL MARKET SERVICES LTDNARIMAN POINT MUMBAI400021

48 4.80

9 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

45 4.50

10 CEMENT CORPORATION OF INDIA LTD EMPLOYEES C.P.F. TRUST

5TH CORE7 LODHI ROAD NEW DELHI110003

35 3.50

7.00% (2001) XXII 1 THE NEW INDIA ASSURANCE COMPANY

LIMITED NEW INDIA ASSURANCE UILDINGFORT, MUMBAI400001

850 85.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

2 J.P.MORGAN SECURITIES ASIA PRIVATE LIMITED

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

750 75.00

3 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

601 60.10

4 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

450 45.00

5 DEUTSCHE BANK INTERNATIONAL ASIA - DEBT FUND

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

400 40.00

6 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR, KANJUR MARG (E), MUMBAI400042

250 25.00

7 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

200 20.00

8 NATIONAL INSURANCE COMPANY EMPLOYEES PENSION FUND

ROYAL INSURANCE BUILDING5 NETAJI SUBHAS ROAD KOLKATA700001

190 19.00

9 OIL AND NATURAL GAS CORPORATION LIMITED EMPLOYEES CONTRIBUTORY PROVIDENT FUND

TEL BHAWAN 248003 185 18.50

10 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

163 16.30

7.00% (2011) XXIII 1 UP STATE POWER SECTOR EMPLOYEES

TRUST 612 SHAKTI BHAWAN LUCKNOW226001

500 50.00

2 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

400 40.00

3 BANK OF BARODA (EMPLOYEES) PENSION FUND

BARODA HOUSEMANDVI BARODA390006

200 20.00

4 PUNJAB AND SIND BANK H.O. FUNDS MANAGEMENT DEPT21 RAJENDRA PALACE, NEW DELHI 110008

100 10.00

5 BANK OF INDIA (EMPLOYEES) PENSION FUND

TERMINAL BENEFITS DIV.H.O.STAR HOUSE, C-5, 'G' BLOCK, B.K.C. BANDRA (E) MUMBAI400051

100 10.00

6 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V. ROAD, SANTACRUZ W MUMBAI400054

50 5.00

7 THE AHMEDABAD MERCANTILE CO OP BANK LTD

HEAD OFFICE AMCO HOUSENAVRANGPURE AHMEDABAD380009

50 5.00

8 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

50 5.00

9 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

50 5.00

10 BANK OF INDIA GRATUITY FUND TERMINAL BENEFITS DIV,3RD. FLR. H.O. STAR HOUSE,C-5, 'G'BLOCK B.K.C. BANDRA (E) MUM.400051

50 5.00

7.60% TAXU25 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

5800 580.00

2 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

4207 420.70

3 UP STATE POWER SECTOR EMPLOYEES TRUST

612 SHAKTI BHAWAN LUCKNOW226001

600 60.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

4 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

554 55.40

5 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057 NEW DELHI110057

500 50.00

6 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

500 50.00

7 FOOD CORPORATION OF INDIA CPF TRUST

KHADYA SADAN 13TH FLOOR NEW DELHI110001

327 32.70

8 AAI EPF TRUST RAJIV GANDHI BHAWAN NEW DELHI110003

250 25.00

9 IDBI BANK LIMITED - TBO IDBI LIMITEDWORLD TRADE CENTRE COMPLEX CUFFE PARADE MUMBAI400005

220 22.00

10 BHARAT HEAVY ELECTRICALS EMPLOYEES GRATUITY FUND

BHEL HOUSE NEW DELHI110049

190 19.00

7.95% TAXU26 1 THE KARNATAKA STATE CO OP APEX

BANK LTD CHAMARAJPET BANGALORE560018

1450 145.00

2 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENTYOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

1005 100.50

3 OIL AND NATURAL GAS CORPORATION LIMITED EMPLOYEES CONTRIBUTORY PROVIDENT FUND

TEL BHAWAN 248003

584 58.40

4 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

500 50.00

5 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

500 50.00

6 THE LIFE INSURANCE CORPORATION OF INDIA PROVIDENT FUND NO 1

3RDFLOOR FINANCE AND ACCOUNTS DEPTJEEVAN BIMA MARG NARIMAN POINT MUMBAI400021

350 35.00

7 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

350 35.00

8 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

350 35.00

9 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

348 34.80

10 ONGC GRATUITY FUND TRUST ONGC GRATUITY FUND TRUSTTEL BHAWAN DEHRADUN248001

342 34.20

8.20% (2016) XXVII-A 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT

DEPARTMENTYOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

10000 1000.00

8.09% (2013) XXVII-B 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT

DEPARTMENTYOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

8500 850.00

8.85% (2013) XXVIII 1 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

500 50.00

2 CHHATTISGARH STATE ELECTRICITY BOARD GRATUITYAND PENSION FUND

SHED NO 7 EXECUTIVE DIRECTOR RAIPUR492001

300 30.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

TRUST 3 THE LIFE INSURANCE CORPORATION OF

INDIA PROVIDENT FUND NO 1 3RDFLOOR FINANCE AND ACCOUNTS DEPTJEEVAN BIMA MARG NARIMAN POINT MUMBAI400021

300 30.00

4 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

270 27.00

5 BANK OF BARODA GRATUITY FUND BARODA HOUSEMANDVI BARODA390006

200 20.00

6 TATA CONSULTANCY SERVICES EMPLOYEES PROVIDENTFUND

HDFC BANK LTD, CUSTODY SERVICESOFF. FLR 8, KANJURMARG EAST, MUMBAI400042

170 17.00

7 DURGAPUR STEEL PLANT PROVIDENT FUND

ISPAT BHAWAN,ROOM NO- 501, DURGAPUR STEEL PLANT, DURGAPUR.713203

160 16.00

8 PUNJAB NATIONAL BANK EMPLOYEES PENSION FUND

PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

150 15.00

9 THE KARNATAKA BANK LTD RAHEJA CENTREFREE PRESS JOURNAL MARG NARIMAN POINT MUMBAI400021

150 15.00

10 TRUSTEES GEB'S C P FUND SARDAR PATEL VIDYUT BHAVANBARODA 390007

145 14.50

8.55% (2011) SERIES XXIX-A 1 DEUTSCHE BANK INTERNATIONAL ASIA -

DEBT FUND DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

750 75.00

2 FRANKLIN TEMPLETON CAPITAL SAFETY FUND-5 YEARS PLAN

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

410 41.00

3 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

300 30.00

4 J.P.MORGAN SECURITIES ASIA PRIVATE LIMITED

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

250 25.00

5 THE ROYAL BANK OF SCOTLAND N. V. SINGAPORE BRANCH

CITIBANK N. A. CUSTODY SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

250 25.00

6 BANK OF AMERICA SINGAPORE LIMITED STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

200 20.00

7 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

200 20.00

8 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

150 15.00

9 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

100 10.00

10 TATA AIG LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES,WESTERN EXP HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E, MUMBAI400057

100 10.00

8.80% (2011) SERIES XXIX-B 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

1000 100.00

2 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

200 20.00

3 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

150 15.00

4 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

5 THE ORIENTAL INSURANCE COMPANY THE ORIENTAL INSURANCE 100 10.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

LIMITED COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

6 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

100 10.00

7 NATIONAL DAIRY DEVELOPMENT BOARD NEAR JAGNATH TEMPLE, PB.NO. 40,,GUJARAT ANAND388001

100 10.00

8 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

100 10.00

9 MAX NEW YORK LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES,WESTERN EXP HIGHWAY, SAHAR RD JUNCT VILE PARLE-E, MUMBAI400057

100 10.00

10 UNITED BANK OF INDIA I&FM DEPARTMENT HO 4TH FLOOR11 HEMANTA BASU SARANI KOLKATA700001

80 8.00

8.49% (2011) SERIES XXX 1 HSBC BANK (MAURITIUS) LIMITED HSBC SECURITIES

SERVICES,WESTERN EXPRESS HIGHWAY, SAHAR RD JUNCT,VILE PARLE-E,MUMBAI400057

600 60.00

2 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V. ROAD, SANTACRUZ W MUMBAI 400054

550 55.00

3 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

450 45.00

4 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

358 35.80

5 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR, NR RAILWAY STATION KANJUR MARG (E), MUMBAI400042

300 30.00

6 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

300 30.00

7 AMBRE MAURITIUS INVESTMENT LIMITED

J.P.MORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

250 25.00

8 RBS FINANCIAL SERVICES (INDIA) PRIVATE LIMITED

C/O THE ROYAL BANK OF SCOTLAND N.V.14 VEER NARIMAN ROAD, FORT MUMBAI400023

250 25.00

9 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

250 25.00

10 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

250 25.00

8.78% (2016) SERIES XXXI-A 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

5030 503.00

2 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

860 86.00

3 RELIANCE INDUSTRIES LIMITED MAKER CHAMBERS MUMBAI400001 800 80.00 4 THE KARNATAKA BANK LTD RAHEJA CENTREFREE PRESS

JOURNAL MARG NARIMAN POINT MUMBAI400021

600 60.00

5 COAL MINES PENSION FUND STATE BANK OF INDIAMAIN BRANCH BLDG 2ND FLFORT MUMBAI400001

533 53.30

6 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

500 50.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

7 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

330 33.00

8 WEST BENGAL STATE ELECTRICITY BOARD EMPLOYEESCONTRIBUTORY PROVIDENT FUND

BIDYUT BHAWANWEST BENGAL STATE ELECTRICITY BOARD BIDHAN NAGAR KOLKATA700091

305 30.50

9 OIL INDIA EMPLOYEES PENSION FUND PO DULIAJAN ASSAM786602 290 29.00 10 GENERAL INSURANCE CORPORATION OF

INDIA SURAKSHA.CHURCH GATE MUMBAI400020

250 25.00

8.38% (2016) SERIES XXXI-B 1 THE SOUTH INDIAN BANK LTD THE SOUTH INDIAN BANK LTDGRD

FLOOR20 SIR PM ROAD FORT MUMBAI400 00

500 50.00

2 MAHARASHTRA GRAMIN BANK MARATHWADA GRAMIN BKNANDED NANDED431602

10 1.00

9.25% (2016) SERIES XXXII 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

5000 500.00

2 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

201 20.10

3 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057 NEW DELHI110057

105 10.50

4 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

100 10.00

5 NATIONAL INSURANCE CO LTD EMPLOYEES PROVIDENTFUND

NATIONAL INSURANCE BUILDING7TH FLOOR KOLKATA700001

60 6.00

6 MAX NEW YORK LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES,WESTERN EXP HIGHWAY, SAHAR RD JUNCT VILE PARLE-E, MUMBAI400057

51 5.10

7 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

50 5.00

8 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

50 5.00

9 COAL MINES PENSION FUND STATE BANK OF INDIAMAIN BRANCH BLDG 2ND FLFORT MUMBAI400001

30 3.00

10 METLIFE INDIA INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

28 2.80

9.80% (2016) SERIES XXXIII-A 1 TATA AIG LIFE INSURANCE COMPANY

LIMITED HSBC SECURITIES SERVICES,WESTERN EXP HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E, MUMBAI400057

150 15.00

2 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES , KANJURMARG E MUMBAI400042

150 15.00

3 RELIANCE GENERAL INSURANCE CO LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

150 15.00

4 J.P.MORGAN SECURITIES ASIA PRIVATE LIMITED

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

100 10.00

5 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

100 10.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

6 TATA AIG GENERAL INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

100 10.00

7 TATA STEEL LIMITED SUPERANNUATION FUND

BOMBAY HOUSEFORT MUMBAI400001

50 5.00

8 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

50 5.00

9 THE THANE JANATA SAHAKARI BANK LTD

DEEN DAYAL BHAVANJAMBLI NAKA THANE400601

50 5.00

10 IDBI FEDERAL LIFE INSURANCE COMPANY LIMITED

TRADE VIEWLOWER PAREL (WEST) MUMBAI400013

50 5.00

9.90% (2016) SERIES XXXIII-B 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

1050 105.00

2 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

600 60.00

3 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

550 55.00

4 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

250 25.00

5 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CALCUTTA700071

250 25.00

6 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

200 20.00

7 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

195 19.50

8 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

150 15.00

9 ASEB EMPLOYEES PENSION FUND INVESTMENT TRUST

O/O THE M D, AEGCLPALTANBAZAR GUWAHATI781001

150 15.00

10 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHARMARG, MUMBAI.400023

106 10.60

9.90% (2016) SERIES XXXIV 1 CBT EPF EPF A/C RELIANCE CAPITAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1150 115.00

2 WEST BENGAL STATE ELECTRICITY BOARD EMPLOYEESCONTRIBUTORY PROVIDENT FUND

BIDYUT BHAWANWEST BENGAL STATE ELECTRICITY BOARD BIDHAN NAGAR KOLKATA700091

370 37.00

3 COAL MINES PENSION FUND STATE BANK OF INDIAMAIN BRANCH BLDG 2ND FLFORT MUMBAI400001

300 30.00

4 ING VYSYA LIFE INSURANCE COMPANY LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

195 19.50

5 WIPRO SYSTEMS PROVIDENT FUND TRUST

SARJAPUR RDBANGALORE560035 130 13.00

6 INDIAN PROVIDENT FUND OF BHARAT PETROLEUM CORPORATION LIMITED

BHARAT BHAVANBALLARD ESTATE MUMBAI400001

115 11.50

7 TRUSTEES OF IDBI PENSION FUND C/O IDBI CAPITAL MARKET SERVICES LTDNARIMAN POINT MUMBAI400021

108 10.80

8 UNION BANK OF INDIA EMPLOYEES GRATUITY FUND

UNION BANK BHAVAN 8TH FLRNARIMAN POINT MUMBAI400021

100 10.00

9 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

100 10.00

10 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

100 10.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

9.960% (2016) SERIES XXXV 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

900 90.00

2 WEST BENGAL STATE ELECTRICITY BOARD EMPLOYEESCONTRIBUTORY PROVIDENT FUND

BIDYUT BHAWANWEST BENGAL STATE ELECTRICITY BOARD BIDHAN NAGAR KOLKATA700091

230 23.00

3 GRIDCO PENSION TRUST FUND FINANCE WING ROOM NO 321CORPORATION LTD HQRS OFFICE JANPATH BHOINAGAR BHUBANESWAR751022

200 20.00

4 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI 400042

190 19.00

5 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

179 17.90

6 FOOD CORPORATION OF INDIA CPF TRUST

KHADYA SADAN 13TH FLOOR NEW DELHI110001

150 15.00

7 THE KANGRA CENTRAL CO-OP BANK LTD HEAD OFFICEDISTT KANGRA H P176215

150 15.00

8 TATA CONSULTANCY SERVICES EMPLOYEES PROVIDENTFUND

HDFC BANK LTD, CUSTODY SERVICESOFF. FLR 8, KANJURMARG EAST, MUMBAI400042

150 15.00

9 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

100 10.00

10 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

100 10.00

10.00% (2016) SERIES XXXVI-B 1 CBT EPF EPF A/C RELIANCE CAPITAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

750 75.00

2 VIJAYA BANK TREASURY MANAGEMENT DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

250 25.00

3 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

250 25.00

4 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

250 25.00

5 COAL MINES PENSION FUND STATE BANK OF INDIAMAIN BRANCH BLDG 2ND FLFORT MUMBAI400001

200 20.00

6 DEUTSCHE BANK INTERNATIONAL ASIA - DEBT FUND

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

200 20.00

7 FRANKLIN TEMPLETON MUTUAL FUND A/C TEMPLETON INDIA INCOME FUND

CITIBANK N A, CUSTODY SERVICESP LOT NO. 60, BKC, BANDRA - EAST MUMBAI40 0051

160 16.00

8 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

150 15.00

9 BOARD OF TRUSTEES FOR BOKARO STEEL EMPLOYEES PROVIDENT FUND

P.F. ACCOUNT OLD ADM. BLDG., BOKARO STEEL CITY BOKARO 827001

100 10.00

10 INDIAN BANK (EMPLOYEES) PENSION FUND

INDIAN BANK BULDING CHENNAI600001

100 10.00

9.800% (2012) SERIES XXXVIII 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

10010 1001.00

2 K FOREIGN FIXED INCOME 2 YEARS B FUND

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

950 95.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

3 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

550 55.00

4 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

550 55.00

5 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

540 54.00

6 STANDARD CHARTERED BANK (MAURITIUS) LIMITED -DEBT

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

350 35.00

7 BANK OF BARODA (EMPLOYEES) PENSION FUND

BARODA HOUSEMANDVI BARODA390006

350 35.00

8 ORIENTAL BANK OF COMMERCE TREASURY DEPATRMENTCONNAUGHT PLACE NEW DELHI110001

250 25.00

9 BNP PARIBAS HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

250 25.00

10 HSBC BANK (MAURITIUS) LIMITED HSBC SECURITIES SERVICES,WESTERN EXPRESS HIGHWAY, SAHAR RD JUNCT,VILE PARLE-E,MUMBAI400057

250 25.00

9.22% (2012) SERIES XL-B 1 DEUTSCHE BANK INTERNATIONAL ASIA -

DEBT FUND DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

850 85.00

2 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

439 43.90

3 DBS BANK LTD - DEBT DBS BANK LTD - CUSTODY DEPT.221 DR. D N ROAD FORT MUMBAI400001

300 30.00

4 FRANKLIN TEMPLETON FIXED TENURE FUND-SERIES XIII-PLAN A (FTFTF-XIII-A)

CITIBANK N.A CUSTODY SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

300 30.00

5 OIL AND NATURAL GAS CORPORATION LIMITED EMPLOYEES CONTRIBUTORY PROVIDENT FUND

TEL BHAWAN 248003

250 25.00

6 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

250 25.00

7 LIC OF INDIA MONEY PLUS INVESTMENT DEPARTMENTYOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

200 20.00

8 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

200 20.00

9 THE PROVIDENT FUND FOR THE EMPLOYEES OF INDIAN OIL CORPORATION LTD.( MARKETING DIVISION)

(9277) INDIAN OIL BHAVANBANDRA (EAST) MUMBAI400051

165 16.50

10 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

150 15.00

9.28% (2012) SERIES XL-C 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

500 50.00

2 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

450 45.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

3 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

413 41.30

4 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

342 34.20

5 APCPDCL PENSION AND GRATUITY TRUST

OPP SINGARENI BHAVAN HYDERABAD500004

240 24.00

6 THE LIFE INSURANCE CORPORATION OF INDIA PROVIDENT FUND NO 1

3RDFLOOR FINANCE AND ACCOUNTS DEPTJEEVAN BIMA MARG NARIMAN POINT MUMBAI400021

200 20.00

7 TRUSTEE NEW INDIA ASSURANCE CO. LTD STAFF PROVIDENT FUND

THE NEW INDIA ASSURANCE CO LTDFORT MUMBAI400023

170 17.00

8 ONGC SELF CONTRIBUTORY POST RETIREMENT AND DEATH IN SERVICE SUPER ANNUATION BENEFIT TRUST

PRSB SECTION, BASEMENTONGC, TEL BHAVAN DEHRADUN248003

166 16.60

9 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

150 15.00

10 INFOSYS TECHNOLOGIES LIMITED EMPLOYEES PROVIDENTFUND TRUST

C O INFOSYS TECHNOLOGIES LTDHOSUR ROAD BANGLORE561229

150 15.00

08.94% (2012) SERIES XLI-B 1 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY

ROAD, CHEMBUR MUMBAI400071 500 50.00

2 BAJAJ AUTO LIMITED BOMBAY / PUNE ROAD 411035 350 35.00 3 DEUTSCHE BANK INTERNATIONAL ASIA -

DEBT FUND DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

200 20.00

4 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

5 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

6 THE PROVIDENT FUND FOR THE EMPLOYEES OF INDIAN OIL CORPORATION LTD.( MARKETING DIVISION)

(9277) INDIAN OIL BHAVANBANDRA (EAST) MUMBAI400051

135 13.50

7 ROYAL SUNDARAM ALLIANCE INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

100 10.00

8 INDIAN BANK INDIAN BANK , TREASURY BRANCH HARBOUR CHENNAI600001

100 10.00

9 THE ORIENTAL INSURANCE EMPLOYEES GRATUITY FUND

ORIENTAL HOUSE NEW DELHI110002

100 10.00

10 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

100 10.00

9.03% (2012) SERIES XLII-B 1 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY

ROAD, CHEMBUR MUMBAI400071 500 50.00

2 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

450 45.00

3 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8 KANJURMARG EAST MUMBAI400042

450 45.00

4 UTI - CHILDRENS CAREER BALANCED PLAN

UTI MUTUAL FUND,UTI ASSET MANAGEMENTACCOUNTS,UTI TOWER, GN BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI400051

250 25.00

5 INDIAN BANK INDIAN BANK , TREASURY BRANCHHARBOUR CHENNAI600001

250 25.00

6 THE J AND K BANK LTD. INVESTMENT DEPARTMENT (DEBT)41, NEW MARINE LINES MUMBAI400020

100 10.00

7 THE ORIENTAL INSURANCE COMPANY PENSION FUND SECTIONA 25/27 100 10.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

(EMPLOYEES) PENSION FUND TRUST ASAJALI ROAD DELHI110002 8 NEYVELI LIGNITE CORPORATION

EMPLOYEES PROVIDENT FUND TRUST NO-2, MUSEUM ROAD NEYVELI607801

100 10.00

9 EXPORT CREDIT GUARANTEE CORPORATION OF INDIA LIMITED

NIRMAL BLDG, 5TH FLOORNARIMAN POINT MUMBAI400021

100 10.00

10 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

100 10.00

9.30% (2012) SERIES XLIII-B 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

2500 250.00

2 ABN AMRO BANK N. V. PENSION FUND AZIMGANJ HOUSE, GROUND FLOOR7, CAMAC STREET KOLKATA700017

50 5.00

3 RELIANCE LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

50 5.00

4 UNION BANK OF INDIA EMPLOYEES GRATUITY FUND

UNION BANK BHAVAN 8TH FLRNARIMAN POINT MUMBAI400021

30 3.00

5 BUREAU OF INDIAN STANDARDS MANAK BHAVAN NEW DELHI110002 30 3.00 6 BHARAT EARTH MOVERS LTD.

PROVIDENT FUND TRUST BEML SOUDHASAMPANGIRAMA NAGAR BANGALORE560027

20 2.00

7 BRPL EMPLOYEES PROVIDENT FUND TRUST

C/O F AND A DEPARTMENTDISTRICT BONGAIGAON ASSAM783385

16 1.60

8 METROPOLITAN TRANSPORT CORPORATION EMPLOYEES PROVIDENT FUND TRUST

PALLAVAN HOUSE CHENNAI600002 10 1.00

9 THE INDIAN IRON AND STEEL CO LTD PROVIDENT INSTITUTION

BURNPUR WORKSBURNPUR 713325

10 1.00

09.40% (2013) SERIES XLIV-B 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

2254 225.40

2 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

1503 150.30

3 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

699 69.90

4 BAJAJ AUTO LIMITED BOMBAY / PUNE ROADPUNE 411035

600 60.00

5 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

538 53.80

6 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

450 45.00

7 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

400 40.00

8 BUREAU OF INDIAN STANDARDS MANAK BHAVAN NEW DELHI110002 378 37.80 9 BOMBAY STOCK EXCHANGE LIMITED PHIROZE JEEJEEBHOY

TOWERSDALAL STREET MUMBAI400001

350 35.00

10 THE H.P. STATE CO-OPERATIVE BANK LTD.

THE MALL SHIMLA171001 300 30.00

09.60% (2012) SERIES XLVII-B 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

2000 200.00

2 WEST BENGAL STATE ELECTRICITY DISTRIBUTION COMPANY LIMITED EMPLOYEES PENSION FUND

BIDYUT BHABANBLOCK A BIDHANNAGAR KOLKATA700091

250 25.00

3 BANK OF BARODA (EMPLOYEES) PENSION FUND

BARODA HOUSEMANDVI BARODA390006

250 25.00

4 THE NEW INDIA ASSURANCE COMPANY NEW INDIA ASSURANCE 250 25.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

LIMITED BUILDINGFORT, MUMBAI400001 5 UCO BANK ( EMPLOYEES ) PENSION FUND 3RD FLOORSALT LAKE

KOLKATA700064 200 20.00

6 UNION BANK OF INDIA EMPLOYEES PROVIDENT FUND

UNION BANK BHAVAN P F SECTERMINAL BENEFIT DIVISION8TH FLR239VIDHAN BHAVAN RD400021

150 15.00

7 EXPORT CREDIT GUARANTEE CORPORATION OF INDIA LIMITED

NIRMAL BLDG, 5TH FLOORNARIMAN POINT MUMBAI400021

150 15.00

8 BANK OF BARODA GRATUITY FUND BARODA HOUSEMANDVI BARODA390006

140 14.00

9 CANARA BANK STAFF PROVIDENT FUND NAVEEN COMPLEX ( H O ANNEXE ) BANGALORE560001

100 10.00

10 CANARA BANK EMPLOYEES GRATUITY FUND

CANARA BANK14 M G ROAD BANGALORE560001

100 10.00

09.68%(2012) SERIES XLVII-C 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

3010 301.00

2 BANK OF INDIA (EMPLOYEES) PENSION FUND

TERMINAL BENEFITS DIV.H.O.STAR HOUSE, C-5, 'G' BLOCK, B.K.C. BANDRA (E) MUMBAI400051

500 50.00

3 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

500 50.00

4 FOOD CORPORATION OF INDIA CPF TRUST

KHADYA SADAN 13TH FLOOR NEW DELHI110001

200 20.00

5 GRIDCO PENSION TRUST FUND FINANCE WING ROOM NO 321 CORPORATION LTD HQRS OFFICE JANPATH BHOINAGAR BHUBANESWAR751022

170 17.00

6 ALLAHABAD BANK (EMPLOYEES') PENSION FUND

2, NETAJI SUBHAS ROAD KOLKATA700001

163 16.30

7 EXPORT CREDIT GUARANTEE CORPORATION OF INDIA LIMITED

NIRMAL BLDG, 5TH FLOORNARIMAN POINT MUMBAI400021

150 15.00

8 TATA CONSULTANCY SERVICES EMPLOYEES PROVIDENTFUND

HDFC BANK LTD, CUSTODY SERVICES OFF. FLR 8, KANJURMARG EAST, MUMBAI400042

150 15.00

9 PUNJAB NATIONAL BANK EMPLOYEES PENSION FUND

PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

120 12.00

10 APNPDCL PENSION AND GRATUITY TRUST

1-1-478/503 AND504CHAITANYAPURI, HANAMKONDA WARANGAL506004

104 10.40

10.75% (2012) SERIES XLVIII-A 1 LIC OF INDIA - MARKET PLUS INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

500 50.00

2 UCO BANK ( EMPLOYEES ) PENSION FUND 3RD FLOORSALT LAKE KOLKATA700064

400 40.00

3 LIFE INSURANCE CORPORATION OF INDIA - PROFIT PLUS

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

400 40.00

4 ICICI PRUDENTIAL INTERVAL FUND V - MONTHLY INTERVAL PLAN A

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

350 35.00

5 UCO BANK EMPLOYEES PROVIDENT FUND

UCO BANK PERSONNEL DEPTT3 AND 4 DD BLOCK SECTOR 1 SALT LAKE KOLKATA700064

250 25.00

6 APGENCO PROVIDENT FUND TRUST C/O APGENCOKHAIRIATABAD HYDERABAD500082

225 22.50

7 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

200 20.00

8 APGENCO PENSION AND GRATUITY TRUST

C/O APGENCOKHAIRIATABAD HYDERABAD500082

175 17.50

9 EXPORT CREDIT GUARANTEE NIRMAL BLDG, 5TH FLOORNARIMAN 150 15.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

CORPORATION OF INDIA LIMITED POINT MUMBAI400021 10 CANARA BANK EMPLOYEES GRATUITY

FUND CANARA BANK14 M G ROAD BANGALORE560001

100 10.00

10.70% (2012) SERIES XLVIII-B 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

350 35.00

2 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBI400001

250 25.00

3 RELIANCE LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

100 10.00

4 FRANKLIN TEMPLETON FIXED TENURE FUND (FTFTF)-SERIES XIV - PLAN A

CITIBANK N. A. CUSTODY SERVICESPLOT NO-60 BKC, BANDRA-EAST MUMBAI400051

90 9.00

5 OIL INDIA LIMITED EMPLOYEES PROVIDENT FUND

PO DULIAJAN DIST DIBRUGARH786602

83 8.30

6 TRUSTEES GEB'S C P FUND SARDAR PATEL VIDYUT BHAVANBARODA 390007

78 7.80

7 HSBC INDIAN STAFF PROVIDENT FUND 52/60 M G ROADMUMBAI 400001 70 7.00 8 NATIONAL FERTILIZERS LIMITED

EMPLOYEES PROVIDENT FUND TRUST PROVIDENT FUND SECTIONSECTOR 24 NOIDA DISTT GAUTAM BUDH NAGAR UP201301

60 6.00

9 HAL- LD EPF TRUST HINDUSTAN AERONAUTICS LTDFAIZABAD ROAD LUCKNOW226016

60 6.00

10 BHARAT DYNAMICS LTD PROVIDENT FUND TRUST BOARD

ADMIN BUILDING HYDERABAD500058

50 5.00

10.55% (2012) SERIES XLVIII-C 1 PUNJAB NATIONAL BANK EMPLOYEES

PENSION FUND PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

200 20.00

2 APNPDCL PENSION AND GRATUITY TRUST

1-1-478/503 AND504CHAITANYAPURI, HANAMKONDA WARANGAL506004

197 19.70

3 PUNJAB AND SIND BANK EMPLOYEES PENSION FUND

H.O. PROVIDENT FUND DEPARTMENTSIDDHARTHA ENCLAVE NEW DELHI110014

175 17.50

4 HPGCL EMPLOYEES PENSION FUND TRUST

HPGCL URJA BHAWANSECTOR - 6 PANCHKULA, HARYANA134109

150 15.00

5 HVPNL EMPLOYEES PENSION FUND TRUST

SHAKTI BHAWAN, SECTOR 6 PANCHKULA134109

150 15.00

6 BANK OF BARODA PROVIDENT FUND TRUST

BARODA HOUSEMANDVI BARODA390006

150 15.00

7 NATIONAL INSURANCE COMPANY EMPLOYEES PENSION FUND

ROYAL INSURANCE BUILDING5 NETAJI SUBHAS ROAD KOLKATA700001

100 10.00

8 L AND T OFFICERS AND SUPERVISORS GRATUITY FUND

L AND T, 525TH FLOOR,CUFFE PARADE MUMBAI400005

100 10.00

9 BANK OF BARODA (EMPLOYEES) PENSION FUND

BARODA HOUSEMANDVI BARODA390006

100 10.00

10 PUNJAB NATIONAL BANK EMPLOYEES GRATUITY FUND

PUNJAB NATIONAL BANK PROVIDENT H/O RAJENDRA BHAWAN,RAJENDRA PLACE,NEW DELHI110008

100 10.00

10.90 % TAXU XLIX-A 1 THE NEW INDIA ASSURANCE COMPANY

LIMITED NEW INDIA ASSURANCE BUILDING FORT, MUMBAI400001

250 25.00

2 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

250 25.00

3 NATIONAL THERMAL POWER CORPORATION LIMITED EMPLOYEES PROVIDENT FUND TRUST

NTPC BHAWAN DELHI110003

100 10.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

4 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

100 10.00

5 NATIONAL INSURANCE COMPANY EMPLOYEES PENSION FUND

ROYAL INSURANCE BUILDING5 NETAJI SUBHAS ROAD KOLKATA700001

100 10.00

6 ALLAHABAD BANK (EMPLOYEES') PENSION FUND

2, NETAJI SUBHAS ROAD KOLKATA700001

100 10.00

7 EXPORT CREDIT GUARANTEE CORPORATION OF INDIA LIMITED

NIRMAL BLDG, 5TH FLOORNARIMAN POINT MUMBAI400021

100 10.00

8 AGRICULTURE INSURANCE COMPANY OF INDIA LIMITED

13TH FLOOR,AMBADEEP BUILDINGCONNAUGHT PLACE NEW DELHI.110001

100 10.00

9 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CALCUTTA700071

100 10.00

10 BANK OF INDIA GRATUITY FUND TERMINAL BENEFITS DIV,3RD. FLR. H.O. STAR HOUSE,C-5, 'G'BLOCK B.K.C. BANDRA (E) MUM.400051

100 10.00

10.85 % TAXU XLIX-B 1 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

500 50.00

2 CBT EPF EPS A/C HSBC AMC LTD 500 50.00 3 INFOSYS TECHNOLOGIES LIMITED

EMPLOYEES PROVIDENTFUND TRUST C O INFOSYS TECHNOLOGIES LTD HOSUR ROAD BANGLORE561229

450 45.00

4 OIL AND NATURAL GAS CORPORATION LIMITED EMPLOYEES CONTRIBUTORY PROVIDENT FUND

TEL BHAWAN 248003

332 33.20

5 THE PROVIDENT FUND FOR THE EMPLOYEES OF INDIAN OIL CORPORATION LTD.( MARKETING DIVISION)

(9277) INDIAN OIL BHAVANBANDRA (EAST) MUMBAI400051

220 22.00

6 ANDHRA BANK EMPLOYEES PENSION FUND

C/O ANDHRA BANK HEAD OFFICESAIFABAD HYDERABAD500004

200 20.00

7 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057

150 15.00

8 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

9 NALCO EMPLOYEES PROVIDENT FUND TRUST

P/1 NAYAPALLIORISSA 751013 100 10.00

10 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CALCUTTA700071

100 10.00

10.85 % TAXU50-A 1 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT

VIHAR NEW DELHI110057

165 16.50

2 GAS AUTHORITY OF INDIA LIMITED EMPLOYEES PROVIDENT FUND TRUST

GAS AUTHORITY OF INDIA LTD NEW DELHI110066

110 11.00

3 INDIAN OVERSEAS BANK EMPLOYEES' PENSION FUND

IOB EMPLOYEES' PENSION FUNDCENTRAL OFFICE CHENNAI600002

100 10.00

4 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

100 10.00

5 BANK OF INDIA GRATUITY FUND TERMINAL BENEFITS DIV,3RD. FLR. H.O. STAR HOUSE,C-5, 'G'BLOCK B.K.C. BANDRA (E) MUM.400051

100 10.00

6 TRUSTEES CENTRAL BANK OF INDIA EMPLOYEES PENSION FUND

PENSION FUND DEPARTMENT ,BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI400051

75 7.50

7 STATE BANK OF BIKANER AND JAIPUR EMPLOYEES PENSION FUND

STATE BANK OF BIKANER AND JAIPURDEPARTMENT , HEAD OFFICE TILAK MARG, JAIPUR302005

50 5.00

8 ROYAL SUNDARAM ALLIANCE INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI

50 5.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

INDIA400051 9 EXPORT CREDIT GUARANTEE

CORPORATION OF INDIA LIMITED NIRMAL BLDG, 5TH FLOORNARIMAN POINT MUMBAI400021

50 5.00

10 KARNATAKA VIKAS GRAMEENA BANK HEAD OFFICE BELGUM ROAD KARNATAKA580008

50 5.00

10.75 % TAXU50-B 1 CENTRAL BOARD OF TRUSTEES

EMPLOYEES PROVIDENTFUND STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

250 25.00

2 PUNJAB AND SIND BANK EMPLOYEES PENSION FUND

H.O. PROVIDENT FUND DEPARTMENT SIDDHARTHA ENCLAVE NEW DELHI110014

110 11.00

3 BANK OF BARODA PROVIDENT FUND TRUST

BARODA HOUSEMANDVI BARODA390006

100 10.00

4 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

100 10.00

5 HINDUSTAN INSTRUMENTS LIMITED EMPLOYEES PROVIDENT FUND TRUST

3 UDHYOG VIHAR GURGOAN122016

50 5.00

6 SIEMENS PUBLIC COMMUNICATION NETWORKS PRIVATELIMITED EMPLOYEES PROVIDENT FUND TRUST

C/O SIEMENS PUBLIC COMMUNICATIONRAHEJA TOWER 26/27 M G ROAD BANGALORE560001

50 5.00

7 WIPRO INFORMATION TECHNOLOGY LIMITED PROVIDENT FUND TRUST

SARJAPUR ROAD BANGALORE560035

30 3.00

8 KARAM CHAND THAPAR AND BROS LTD PROVIDENT FUND TRUST

6B PRETORIA STREET KOLKATA,700071

20 2.00

9 THE INSTITUTION OF ENGINEERS (INDIA) 8 KOLKATA700020 20 2.00 10 PUNJAB AND SIND BANK EMPLOYEES

PROVIDENT FUNDTRUST H.O. PROVIDENT FUND DEPARTMENTSIDDHARTHA ENCLAVE NEW DELHI110014

15 1.50

10.70 % TAXU50-C 1 APCPDCL PENSION AND GRATUITY

TRUST OPP SINGARENI BHAVAN HYDERABAD500004

550 55.00

2 INDIAN OIL CORPORATION LTD (REFINERIES DIVISION) EMPLOYEES PROVIDENT FUND

CORE 2 SCOPE COMPLEXLODHI ROAD NEW DELHI110003

100 10.00

3 GRIDCO PENSION TRUST FUND FINANCE WING ROOM NO 321CORPORATION LTD HQRS OFFICE JANPATH BHOINAGAR BHUBANESWAR751022

50 5.00

4 GNFC LTD EMPLOYEES PROVIDENT FUND TRUST

C/O M/S GUJARAT NARMADA VALLEYP O NARMADA NAGAR DIST BHARUCH392015

27 2.70

5 HINDUSTAN SUGAR MILLS LIMITED PROVIDENT FUND INSTITUTION

B - 10, SECTOR - 3 NOIDA ( U. P. )201301

20 2.00

6 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020 20 2.00

7 KUDREMUKH IRON ORE COMPANY EMPLOYEES PROVIDENT FUND TRUST

II BLOCKBANGALORE 560034 11 1.10

8 INDIA ASSOCIATED TOBACCO COMPANIES PROVIDENT FUND

ITC LIMITED KOLKATA700071 10 1.00

9 GNFC LIMITED EMPLOYEES PENSION FUND TRUST

C/O GNFC LIMITEDDIST BHARUCH GUJARAT392015

10 1.00

10 THE TRUSTEES SALEM STEEL PROVIDENT FUND

SALEM STEEL PLANT SALEM636013 10 1.00

11.15 % TAXU51-A 1 BARCLAYS MERCHANT BANK

(SINGAPORE) LTD. STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

800 80.00

2 MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LTD.

CITIBANK N. A. CUSTODY SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

600 60.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

3 BANK OF AMERICA SINGAPORE LIMITED STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

500 50.00

4 RELIANCE CAPITAL TRUSTEE CO LTD-A/C RELIANCEFIXED HORIZON FUND-XIV

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

230 23.00

5 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

200 20.00

6 J.P.MORGAN SECURITIES ASIA PRIVATE LIMITED

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

150 15.00

7 ARYAVART GRAMIN BANK HEAD OFFICE,GOMATI NAGAR, LUCKNOW, U.P.226010

150 15.00

8 HDFC TRUSTEE CO LTD A/C HDFC FMP 92D JUNE 2011(2)

HDFC BANK LTD CUSTODY SERVICES8, KANJURMARG EAST MUMBAI400042

140 14.00

9 INDIAFIRST LIFE INSURANCE COMPANY SHAREHOLDERS WORKING CAPITAL

DEUTSCHE BANK AG, DB HOUSEP.O.BOX NO. 1142, FORT MUMBAI 400001

115 11.50

10 HDFC TRUSTEE COMPANY LIMITED A/C HDFC CASH MANAGEMENT FUND TREASURY ADVANTAGE PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

110 11.00

11.10 % TAXU51-B 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

1040 104.00

2 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

692 69.20

3 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

400 40.00

4 WEST BENGAL STATE ELECTRICITY BOARD EMPLOYEESCONTRIBUTORY PROVIDENT FUND

BIDYUT BHAWANWEST BENGAL STATE ELECTRICITY BOARD BIDHAN NAGAR KOLKATA700091

330 33.00

5 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

300 30.00

6 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCHMUMBAI SAMACHAR MARG FORT, MUMBAI400001

285 28.50

7 ARYAVART GRAMIN BANK HEAD OFFICE,GOMATI NAGAR, LUCKNOW, U.P.226010

200 20.00

8 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

150 15.00

9 FOOD CORPORATION OF INDIA CPF TRUST

KHADYA SADAN 13TH FLOOR NEW DELHI110001

150 15.00

10 RELIANCE LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

11.00 % TAXU51-C 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

6840 684.00

2 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

1030 103.00

3 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

930 93.00

4 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057

750 75.00

5 ONGC SELF CONTRIBUTORY POST RETIREMENT AND DEATH IN SERVICE SUPER ANNUATION BENEFIT TRUST

PRSB SECTION, BASEMENTONGC, TEL BHAVAN DEHRADUN248003

726 72.60

6 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR,

700 70.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

KANJUR MARG (E), MUMBAI400042 7 HDFC TRUSTEE COMPANY LIMITED -

HDFC PRUDENCE FUND CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

525 52.50

8 PUNJAB NATIONAL BANK EMPLOYEES PENSION FUND

PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

500 50.00

9 NAVODAYA VIDYALAYA SAMITI CONTRIBUTORY PROVIDENT FUND A/C

A 28 NEW DELHI110048 350 35.00

10 THE PROVIDENT FUND FOR THE EMPLOYEES OF INDIAN OIL CORPORATION LTD.( MARKETING DIVISION)

(9277) INDIAN OIL BHAVANBANDRA (EAST) MUMBAI400051

350 35.00

11.40% TAXU BONDS SERIES TAXULII-A 1 BAJAJ ALLIANZ LIFE INSURANCE

COMPANY LTD. DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

850 85.00

2 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

715 71.50

3 SUNDARAM MUTUAL FUND A/C SUNDARAM - CPOF - SERIES 2 - 3 YEARS

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

450 45.00

4 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

450 45.00

5 AVIVA LIFE INSURANCE COMPANY INDIA LIMITED

CITIBANK N A, CUSTODY SERVICES PLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

350 35.00

6 BNP PARIBAS FRENCH BANK BUILDINGFORT MUMBAI400001

250 25.00

7 PUNJAB AND SIND BANK H.O. FUNDS MANAGEMENT DEPT21 RAJENDRA PALACE, NEW DELHI 110008

250 25.00

8 BOMBAY STOCK EXCHANGE LIMITED PHIROZE JEEJEEBHOY TOWERSDALAL STREET MUMBAI400001

200 20.00

9 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDG MATUNGA MUMBAI400019

200 20.00

10 RELIANCE LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

200 20.00

11.30% TAXU BONDS SERIES TAXULII-B 1 BARCLAYS BANK PLC INDIA STAFF

PROVIDENT FUND 801 / 808, CEEJAY HOUSEDR ANNIE BEASANT ROAD, WORLI MUMBAI400018

20 2.00

2 THE TATA POWER CONSOLIDATED PROVIDENT FUND

HDFC BANK LTD, CUSTODY SERVICESALPHA, 8TH FLR, OPP CROMPTON GREAVES KANJUR MARG EAST, MUMBAI400042

15 1.50

3 PHILIPS ELECTRONICS INDIA LTD MANAGEMENT STAFF PROVIDENT FUND TRUST

MANYATA TECH PARK BANGALORE560045

13 1.30

4 THE TIMES OF INDIA PROVIDENT FUND TIMES OF INDIA BUILDINGFORT MUMBAI400001

10 1.00

11.25% TAXU BONS SERIES TAXULII-C 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

3029 302.90

2 DELHI TRANSPORT CORPORATION EMPLOYEES PROVIDENT FUND TRUST

DTC HEAD QUARTERS NEW DELHI110002

1254 125.40

3 RELIANCE INDUSTRIES LIMITED MAKER CHAMBERS MUMBAI400001 800 80.00 4 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY

SERVICES KANJURMARG E MUMBAI400042

770 77.00

5 BAJAJ HOLDINGS AND INVESTMENT LTD BAJAJ AUTO LTD COMPLEXAKURDI PUNE411035

500 50.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

6 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI 400019

480 48.00

7 DENA BANK DENA BANK , TREASURY DEPT.BANDRA KURLA COMPLEX, BANDRA EAST MUMBAI400051

400 40.00

8 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCHMUMBAI SAMACHAR MARG FORT, MUMBAI400001

400 40.00

9 RADHA MADHAV INVESTMENTS LTD 11 ANARIMAN POINT MUMBAI400021 350 35.00 10 PROVIDENT FUND OF TATA STEEL

LIMITED BOMBAY HOUSE 24FORT BOMBAY400001

340 34.00

8.90% (2014) SERIES LIV-A 1 PUNJAB AND SIND BANK H.O. FUNDS MANAGEMENT DEPT21

RAJENDRA PALACE, NEW DELHI110008

250 25.00

2 INDIAN BANK INDIAN BANK , TREASURY BRANCH HARBOUR CHENNAI600001

250 25.00

3 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

4 UNITED BANK OF INDIA I&FM DEPARTMENT HO 4TH FLOOR11 HEMANTA BASU SARANI KOLKATA700001

200 20.00

5 EMERGING MARKETS LOCAL CURRENCY BOND FUND

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

200 20.00

6 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

200 20.00

7 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

100 10.00

8 HDFC TRUSTEE CO LTD A/C HDFC DEBT FUND FOR CANCER CURE

HDFC BANK LTD CUSTODY SERVICES8, KANJURMARG EAST MUMBAI400042

100 10.00

9 HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICES OFF FLR 8, KANJURMARG EAST MUMBAI400042

100 10.00

10 TRUSTEES CENTRAL BANK OF INDIA EMPLOYEES PENSION FUND

PENSION FUND DEPARTMENT ,BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI400051

90 9.00

6.90% (2014) SERIES TAXULV-A 1 K INDIAN FIXED INCOME 2 YEARS A

FUND STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

1550 155.00

2 THE ROYAL BANK OF SCOTLAND N. V. SINGAPORE BRANCH

CITIBANK N. A. CUSTODY SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

950 95.00

3 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

900 90.00

4 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE CAPITAL PROTECTION ORIENTED FUND - SERIES 1

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

825 82.50

5 LIFE INSURANCE CORPORATION OF INDIA - PROFIT PLUS

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

650 65.00

6 CREDIT SUISSE FINANCE (INDIA) PRIVATE LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

650 65.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

7 LIC OF INDIA - MARKET PLUS INVESTMENT DEPARTMENT YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

550 55.00

8 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V. ROAD, SANTACRUZ W MUMBAI400054

500 50.00

9 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

500 50.00

10 CORPORATION BANK CORPORATION BANK, GENERAL ACCOUNT15 MITTAL CHAMBERS 1ST FLOOR NARIMAN POINT MUMBAI400021

400 40.00

7.50% (2014) SERIES TAXULV-B 1 BANK OF MAHARASHTRA

TIBD APEEJAY HOUSE1ST FLOORFORT MUMBAI400001

250 25.00

2 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

250 25.00

3 DENA BANK DENA BANK , TREASURY DEPT.BANDRA KURLA COMPLEX, BANDRA EAST MUMBAI400051

250 25.00

4 BHARAT HEAVY ELECTRICALS EMPLOYEES GRATUITY FUND

BHEL HOUSE NEW DELHI110049 230 23.00

5 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8 KANJURMARG EAST MUMBAI400042

230 23.00

6 EXPORT CREDIT GUARANTEE CORPORATION OF INDIA LIMITED

NIRMAL BLDG, 5TH FLOORNARIMAN POINT MUMBAI400021

100 10.00

7 HDFCSL SHAREHOLDERS SOLVENCY MARGIN ACCOUNT

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

70 7.00

8 THE ERODE DISTRICT CENTRAL CO OPERATIVE BANK LTD

HEAD OFFICE POST BOX NO 558KARUNGALPALAYAM POST ERODE DT638003

30 3.00

9 NATIONAL INSURANCE COMPANY EMPLOYEES PENSION FUND

ROYAL INSURANCE BUILDING5 NETAJI SUBHAS ROAD KOLKATA700001

20 2.00

10 CPF FOR THE STAFF OF OMC LTD ORISSA MINING CORPORATION LTD BHUBANESWAR751001

15 1.50

7.20% (2014) SERIES TAXULVI 1 STATE BANK OF INDIA SBI SG GLOBAL SECU. SERV. P. L.S.V.

ROAD, SANTACRUZ W MUMBAI400054

1450 145.00

2 LIC OF INDIA MONEY PLUS INVESTMENT DEPARTMENT YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

1350 135.00

3 K INDIAN FIXED INCOME 2 YEARS A FUND

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

650 65.00

4 LIFE INSURANCE CORPORATION OF INDIA - PROFIT PLUS

HDFC BANK LTD, CUSTODY SERVICES OFF FLR 8, KANJURMARG EAST MUMBAI400042

400 40.00

5 BANK OF AMERICA SINGAPORE LIMITED STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

300 30.00

6 CREDIT SUISSE FINANCE (INDIA) PRIVATE LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

300 30.00

7 J.P.MORGAN SECURITIES ASIA PRIVATE LIMITED

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

250 25.00

8 SARASWAT CO-OP.BANK LTD. TREASURY DEPT. CITY ICE BLDG.FORT

250 25.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

MUMBAI OLD I.D. 10541470400001 9 LIC OF INDIA - MARKET PLUS INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

150 15.00

10 UNITED BANK OF INDIA THE DEPUTY GENERAL MANAGER UBI HEAD OFFICE 4TH FLOOR 16 OLD COURT HOUSE STREETKOLKATA700001

100 10.00

8.60% LOA TAX57-B1 1 RELIANCE INDUSTRIES LIMITED MAKER CHAMBERS MUMBAI400001 1650 165.00 2 BAJAJ ALLIANZ LIFE INSURANCE

COMPANY LTD. DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

870 87.00

3 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

650 65.00

4 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

600 60.00

5 CENTRAL BANK OF INDIA CENTRAL BANK OF I NDIA CHANDRAMUKHI I BUILDING, NARIMAN POINT, MUMBAI400021

500 50.00

6 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST)MUMBAI INDIA400051

400 40.00

7 DELHI TRANSPORT CORPORATION EMPLOYEES PROVIDENT FUND TRUST

DTC HEAD QUARTERS NEW DELHI110002

365 36.50

8 HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

250 25.00

9 DTC EMPLOYEES SUPERANNUATION (PENSION) TRUST

DELHI TRANSPORT CORPORATION GOVTDELHI INDRAPRASTHA ESTATE NEW DELHI110002

249 24.90

10 BNP PARIBAS FRENCH BANK BUILDINGFORT MUMBAI400001

200 20.00

8.60% LOA TAX57-B2 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

2808 280.80

2 CBT EPF EPF A/C ICICI PRUDENTIAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1080 108.00

3 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

750 75.00

4 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

690 69.00

5 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

651 65.10

6 CBT EPF EDLI A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

332 33.20

7 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR, KANJUR MARG (E), MUMBAI400042

250 25.00

8 AGRICULTURE INSURANCE COMPANY OF INDIA LIMITED

13TH FLOOR,AMBADEEP BUILDING CONNAUGHT PLACENEW DELHI.110001

245 24.50

9 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

150 15.00

10 ESSEL SOCIAL WELFARE FOUNDATION 5 A FRIENDS COLONY WEST 100 10.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

NEW DELHI110065 8.60% LOA TAX57-B3 1 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1750 175.00

2 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1451 145.10

3 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

1051 105.10

4 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

625 62.50

5 THE KARNATAKA STATE CO OP APEX BANK LTD

CHAMARAJPET BANGALORE560018

500 50.00

6 THE B. E. S. AND T. UNDERTAKING PROVIDENT FUND

CASH DEPARTMENTBEST BHAVAN BEST MARG COLABA BOMBAY400001

350 35.00

7 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

300 30.00

8 METLIFE INDIA INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

9 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARG NEW DELHI 110057

210 21.00

10 BANGIYA GRAMIN VIKASH BANK BMC HOUSE, CHUAPURDIST. MURSHIDABAD, W.B 742101

200 20.00

7.75% (2012) SERIES TAXU58-A 1 STANDARD CHARTERED BANK

(MAURITIUS) LIMITED -DEBT STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

500 50.00

2 FRANKLIN TEMPLETON FIXED TENURE FUND - SERIESXII - PLAN A

CITIBANK N. A CUSTODY SERVICESPLOT NO. 60 BKC BANDRA EAST MUMBAI400051

300 30.00

3 AGRICULTURE INSURANCE COMPANY OF INDIA LIMITED

13TH FLOOR,AMBADEEP BUILDING CONNAUGHT PLACE NEW DELHI.110001

200 20.00

8.45% (2014) SERIES TAXU58-B 1 THE H.P. STATE CO-OPERATIVE BANK

LTD. THE MALL SHIMLA171001 450 45.00

2 KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC, BANDRA (EAST) MUMBAI INDIA400051

300 30.00

3 AGRICULTURE INSURANCE COMPANY OF INDIA LIMITED

13TH FLOOR,AMBADEEP BUILDING CONNAUGHT PLACE NEW DELHI.110001

300 30.00

4 APGENCO PENSION AND GRATUITY TRUST

C/O APGENCOKHAIRIATABAD HYDERABAD500082

268 26.80

5 THE PEERLESS GENERAL FINANCE & INVESTMENT COMPANY LTD

3 ESPLANADE EASTKOLKATA KOLKATA700069

250 25.00

6 TATA AIG GENERAL INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

7 DTC EMPLOYEES SUPERANNUATION (PENSION) TRUST

DELHI TRANSPORT CORPORATION GOVTDELHI INDRAPRASTHA ESTATE NEW DELHI110002

150 15.00

8 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

150 15.00

9 CANARA BANK STAFF PROVIDENT FUND NAVEEN COMPLEX ( H O ANNEXE ) BANGALORE560001

150 15.00

10 BAJAJ ALLIANZ LIFE INSURANCE DEUTSCHE BANK AGPOST BOX NO. 150 15.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

COMPANY LTD. 1142, FORT MUMBAI400001 8.45% (2014) SERIES TAXU59-A 1 BAJAJ ALLIANZ LIFE INSURANCE

COMPANY LTD. DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

550 55.00

2 BAJAJ AUTO LIMITED BOMBAY / PUNE ROADPUNE 411035

500 50.00

3 THE KARNATAKA BANK LTD RAHEJA CENTREFREE PRESS JOURNAL MARG NARIMAN POINT MUMBAI 400021

250 25.00

4 KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC, BANDRA (EAST)MUMBAI INDIA400051

236 23.60

5 CBT EPF EPF A/C ICICI PRUDENTIAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

220 22.00

6 APGENCO PENSION AND GRATUITY TRUST

C/O APGENCOKHAIRIATABAD HYDERABAD500082

129 12.90

7 AGRICULTURE INSURANCE COMPANY OF INDIA LIMITED

13TH FLOOR,AMBADEEP BUILDING CONNAUGHT PLACE NEW DELHI.110001

100 10.00

8 VISAKHAPATNAM PORT TRUST EMPLOYEES PENSION FUND TRUST

FA AND CAO OFFICEVISAKHAPATNAM PORT TRUST VISAKHAPATNAM (E-MAIL)530035

100 10.00

9 NATIONAL DAIRY DEVELOPMENT BOARD NEAR JAGNATH TEMPLE, PB.NO. 40,,GUJARAT ANAND388001

100 10.00

10 RAHEJA QBE GENERAL INSURANCE COMPANY LIMITED

CITIBANK N A, CUSTODY SERVICES PLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

100 10.00

8.80% (2014) SERIES TAXU59-B 1 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

2380 238.00

2 CBT EPF EPS A/C HSBC AMC LTD 1534 153.40 3 CBT EPF EPF A/C RELIANCE CAPITAL AMC

LTD 1250 125.00

4 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057

1000 100.00

5 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

1000 100.00

6 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

750 75.00

7 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

480 48.00

8 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

400 40.00

9 IFFCO EMPLOYEES PROVIDENT FUND TRUST

IFFCO EMPLOYEES P F TRUSTSAKET NEW DELHI110017

320 32.00

10 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI400019

250 25.00

6.04% 1 YINCMT (BMK)+135 BPS (2014) SERIES TAX U60-A 1 UTI - TREASURY ADVANTAGE FUND UTI MUTUAL FUND,UTI ASSET

MANAGEMENTACCOUNTS,UTI TOWER, GN BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI400051

750 75.00

2 CENTRAL BANK OF INDIA CENTRAL BANK OF INDIA CHANDRAMUKHI BUILDING,NARIMAN POINT, MUMBAI400021

500 50.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

3 SBI DFHI LIMITED VOLTAS HOUSE ( 3 RD FLOOR) BALLARD ESTATE, MUMBAI400001

250 25.00

4 SBI MUTUAL FUND - MAGNUM BALANCED FUND

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

100 10.00

5 SBI SHORT HORIZON DEBT FUND - SHORT TERM FUND

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

80 8.00

6 SBI MUTUAL FUND- MAGNUM MONTHLY INCOME PLAN

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

50 5.00

7 SBI DEBT FUND SERIES - 36 MONTHS - 1 ( MAY 2011 )

SBI MUTUAL FUNDOPP. WTC, CUFFE PARADE MUMBAI400005

20 2.00

6.48% 1 YINCMT (BMK)+135 BPS (2014) SERIES TAX U60-B 1 BIRLA SUN LIFE TRUSTEE COMPANY

PRIVATE LIMITED A/C BIRLA SUN LIFE MEDIUM TERM PLAN

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

1750 175.00

2 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

1750 175.00

3 BIRLA SUN LIFE TRUSTEE COMPANY PVT LIMITED A/C BIRLA SUN LIFE DYNAMIC BOND FUND

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

1200 120.00

4 ICICI BANK LTD TREASURY MIDDLE OFFICE GROUPICICI BANK TOWER, BKC BANDRA (EAST) , MUMBAI400051

850 85.00

5 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

700 70.00

6 BIRLA SUN LIFE TRUSTEE COMPANY PVT LIMITED A/C BIRLA SUN LIFE MIP II-SAVINGS 5 PLAN

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

500 50.00

7 ICICI SECURITIES PRIMARY DEALERSHIP LIMITED

ICICI CENTRECHURCHGATE MUMBAI400020

500 50.00

8 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE MONTHLY INCOME

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI 400051

450 45.00

9 UTI - RETIREMENT BENEFIT PENSION FUND

UTI MUTUAL FUND,UTI ASSET MANAGEMENTUTI TOWER, GN BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI400051

400 40.00

10 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

300 30.00

8.50% (2014) SERIES TAXU61-A 1 SBI GENERAL INSURANCE COMPANY

LIMITED HDFC BANK LTD CUSTODY SERVICESBLDG-ALPHA, 8TH FLOOR, KANJUR MARG E MUMBAI400042

500 50.00

2 AVIVA LIFE INSURANCE COMPANY INDIA LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

400 40.00

3 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMRG E MUMBAI400042

300 30.00

4 THE STOCK EXCHANGE INVESTORS PROTECTION FUND

FLOOR 25DALAL STREET FORT MUMBAI400001

250 25.00

5 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

6 THE PEERLESS GENERAL FINANCE & INVESTMENT COMPANY LTD

3 ESPLANADE EASTKOLKATA KOLKATA700069

200 20.00

7 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

170 17.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

8 BAJAJ FINSERV LTD BAJAJ AUTO LTD COMPLEXAKURDI PUNE411035

150 15.00

9 TATA AIG GENERAL INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

115 11.50

10 BAJAJ AUTO LIMITED BOMBAY / PUNE ROADPUNE 411035

100 10.00

8.50% (2014) SERIES TAXU61-B 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1015 101.50 2 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD 500 50.00

3 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

350 35.00

4 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

250 25.00

5 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

170 17.00

6 THE WEST BENGAL STATE CO-OPERATIVE BANK LTD.

24 A, WATERLOO STREET,KOLKATA 700069

150 15.00

7 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

150 15.00

8 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

100 10.00

9 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

100 10.00

10 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

85 8.50

8.50% (2014) SERIES TAXU61-C 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

829 82.90

2 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

800 80.00

3 CBT EPF EPF A/C ICICI PRUDENTIAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

550 55.00

4 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

320 32.00

5 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

100 10.00

6 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

100 10.00

7 CBT EPF PG A/C ICICI PRUDENTIAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

100 10.00

8 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

85 8.50

9 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

80 8.00

10 THE KARNATAKA STATE CO OP APEX BANK LTD

CHAMARAJPET BANGALORE560018 65 6.50

8.70% (2014) SERIES TAXU62-A 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

1400 140.00

2 ALLAHABAD BANK ALLAHABAD BANK,TREASURY BRANCH37 MUMBAI SAMACHAR MARG FORT, MUMBAI400023

500 50.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

3 WEST BENGAL STATE ELECTRICITY DISTRIBUTION COMPANY LIMITED EMPLOYEES PENSION FUND

BIDYUT BHABANBLOCK A BIDHANNAGAR KOLKATA700091

300 30.00

4 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

300 30.00

5 THE STOCK EXCHANGE INVESTORS PROTECTION FUND

FLOOR 25DALAL STREET FORT MUMBAI400001

250 25.00

6 NPS TRUST- A/C SBI PENSION FUND SCHEME - CENTRAL GOVT

C/O SBI PENSION FUNDS PVT. LTD.NARIMAN POINT MUMBAI400021

250 25.00

7 IFFCO EMPLOYEES PROVIDENT FUND TRUST

IFFCO EMPLOYEES P F TRUSTSAKET NEW DELHI110017

230 23.00

8 BHARAT HEAVY ELECTRICALS EMPLOYEES GRATUITY FUND

BHEL HOUSE NEW DELHI110049

204 20.40

9 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

184 18.40

10 NEYVELI LIGNITE CORPORATION EMPLOYEES PROVIDENT FUND TRUST

NO-2, MUSEUM ROAD NEYVELI607801

175 17.50

8.80% (2014) SERIES TAXU62-B 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1659 165.90

2 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

1591 159.10

3 NHPC LIMITED NHPC OFFICE COMPLEX FARIDABAD121003

467 46.70

4 BOARD OF TRUSTEES HINDUSTAN STEEL LIMITED BHILAI STEEL PROJECT PROVIDENT FUND

SHED NO- 47, BHILAI, MP490001

450 45.00

5 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057

400 40.00

6 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR, KANJUR MARG (E), MUMBAI400042

400 40.00

7 THE B. E. S. AND T. UNDERTAKING PROVIDENT FUND

CASH DEPARTMENTBEST BHAVAN BEST MARG COLABA BOMBAY400001

360 36.00

8 PUNJAB NATIONAL BANK EMPLOYEES PENSION FUND

PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

300 30.00

9 METLIFE INDIA INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

300 30.00

10 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

286 28.60

8.90% (2015) - LXIII-A 1 BAJAJ AUTO LIMITED BOMBAY / PUNE ROADPUNE

411035 150 15.00

2 HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

150 15.00

3 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

110 11.00

4 RELIANCE GENERAL INSURANCE CO LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

100 10.00

5 AVIVA LIFE INSURANCE COMPANY INDIA LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

92 9.20

6 TAMIL NADU POWER FINANCE AND INFRASTRUCTURE DEVELOPMENT CORPORATION LTD.

NO.490/3 - 4NANDANAM CHENNAI600035

65 6.50

7 APCPDCL PENSION AND GRATUITY TRUST

OPP SINGARENI BHAVAN HYDERABAD500004

60 6.00

8 VIJAYA BANK TREASURY MANAGEMENT 50 5.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

9 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020

50 5.00

10 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

50 5.00

8.90% (2020) - LXIII-B 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

150 15.00

2 BHARAT HEAVY ELECTRICALS EMPLOYEES GRATUITY FUND

BHEL HOUSE NEW DELHI110049

149 14.90

3 BHEL EMPLOYEES PROVIDENT FUND P B NO 2606 MYSORE ROAD 560026

120 12.00

4 WEST BENGAL STATE ELECTRICITY DISTRIBUTION COMPANY LIMITED EMPLOYEES PENSION FUND

BIDYUT BHABANBLOCK A BIDHANNAGAR KOLKATA700091

85 8.50

5 TAMIL NADU POWER FINANCE AND INFRASTRUCTURE DEVELOPMENT CORPORATION LTD.

NO.490/3 - 4NANDANAM CHENNAI600035

65 6.50

6 APCPDCL PENSION AND GRATUITY TRUST

OPP SINGARENI BHAVAN HYDERABAD500004

60 6.00

7 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057

50 5.00

8 VIJAYA BANK TREASURY MANAGEMENT DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

50 5.00

9 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020

50 5.00

10 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

50 5.00

8.90% (2020) - LXIII-C 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

220 22.00

2 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057

100 10.00

3 TAMIL NADU POWER FINANCE AND INFRASTRUCTURE DEVELOPMENT CORPORATION LTD.

NO.490/3 - 4NANDANAM CHENNAI600035

65 6.50

4 INDIAN PROVIDENT FUND OF BHARAT PETROLEUM CORPORATION LIMITED

BHARAT BHAVANBALLARD ESTATE MUMBAI400001

60 6.00

5 APCPDCL PENSION AND GRATUITY TRUST

OPP SINGARENI BHAVAN HYDERABAD500004

60 6.00

6 TATA CONSULTANCY SERVICES EMPLOYEES PROVIDENTFUND

HDFC BANK LTD, CUSTODY SERVICESOFF. FLR 8, KANJURMARG EAST, MUMBAI400042

53 5.30

7 VIJAYA BANK TREASURY MANAGEMENT DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

50 5.00

8 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020

50 5.00

9 THE NEW INDIA ASSURANCE COMPANY EMPLOYEES PENSION FUND

NEW INDIA ASSURANCE BLDGFORT MUMBAI400001

50 5.00

10 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

50 5.00

8.95% (2020) - LXIV-A 1 BAJAJ AUTO LIMITED BOMBAY / PUNE ROADPUNE

411035 800 80.00

2 HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

350 35.00

3 DAMODAR VALLEY CORPORATION G P F DAMODAR VALLEY CORPORATION,D V C TOWERS, V I P

330 33.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

ROAD, KOLKATA700054

4 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

300 30.00

5 KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC, BANDRA (EAST) MUMBAI INDIA400051

290 29.00

6 FRANKLIN TEMPLETON FIXED TENURE FUND (FTFTF) - SERIES XII-PLAN C

CITIBANK N. A. CUSTODY SERVICESPLOT NO.-60 BKC, BANDRA-EASTMUMBAI400051

280 28.00

7 BOCHASANWASI SHRIAKSHARPURUSHOTTAM SWAMINARAYAN SANSTHA

A/CS DEPT DHARMA SADANSHAHIBAUG ROAD AHMEDABAD380004

250 25.00

8 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

200 20.00

9 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

170 17.00

10 WEST BENGAL INFRASTRUCTURE DEVELOPMENT FINANCE CORPORATION LIMITED

MANGALAM BUILDING24 HEMANTA BASU SARANI KOLKATA700001

150 15.00

8.95% (2020) - LXIV-B 1 BHARAT HEAVY ELECTRICALS

EMPLOYEES GRATUITY FUND BHEL HOUSE NEW DELHI110049

500 50.00

2 BAJAJ AUTO LIMITED BOMBAY / PUNE ROADPUNE411035 500 50.00 3 PUNJAB NATIONAL BANK HSBC SECURITIES

SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

400 40.00

4 DAMODAR VALLEY CORPORATION G P F DAMODAR VALLEY CORPORATION,D V C TOWERS, V I P ROAD, KOLKATA700054

330 33.00

5 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

300 30.00

6 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

270 27.00

7 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

200 20.00

8 PUNJAB NATIONAL BANK EMPLOYEES PROVIDENT FUND

H/O PF DEPTTRAJENDRA PLACE NEW DELHI110008

150 15.00

9 WEST BENGAL INFRASTRUCTURE DEVELOPMENT FINANCE CORPORATION LIMITED

MANGALAM BUILDING24 HEMANTA BASU SARANI KOLKATA700001

150 15.00

10 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCH MUMBAI SAMACHAR MARG FORT, MUMBAI400001

146 14.60

8.95% (2020) - LXIV-C 1 BHARAT HEAVY ELECTRICALS

EMPLOYEES GRATUITY FUND BHEL HOUSE NEW DELHI110049

990 99.00

2 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT VIHAR NEW DELHI110057

400 40.00

3 DAMODAR VALLEY CORPORATION G P F DAMODAR VALLEY CORPORATION,D V C TOWERS, V I P ROAD, KOLKATA700054

330 33.00

4 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCHMUMBAI SAMACHAR MARG

300 30.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

FORT, MUMBAI400001 5 PUNJAB NATIONAL BANK EMPLOYEES

PENSION FUND PUNJAB NATIONAL BANKRAJENDRA PLACE NEW DELHI110008

250 25.00

6 OIL AND NATURAL GAS CORPORATION LIMITED EMPLOYEES CONTRIBUTORY PROVIDENT FUND

TEL BHAWAN 248003

250 25.00

7 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

200 20.00

8 HINDUSTAN PETROLEUM CORPORATION LIMITED PROVIDENT FUND

17 J TATA ROADMUMBAI 400020

150 15.00

9 WEST BENGAL INFRASTRUCTURE DEVELOPMENT FINANCE CORPORATION LIMITED

MANGALAM BUILDING24 HEMANTA BASU SARANI KOLKATA700001

150 15.00

10 ONGC SELF CONTRIBUTORY POST RETIREMENT AND DEATH IN SERVICE SUPER ANNUATION BENEFIT TRUST

PRSB SECTION, BASEMENTONGC, TEL BHAVAN DEHRADUN248003

120 12.00

8.70% (2015) - TAXU65-A 1 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY

SERVICESNEXT TO KANJURMARG RAILWAY STATION KANJURMARG E MUMBAI400042

1000 100.00

2 RELIANCE INDUSTRIES LIMITED MAKER CHAMBERS MUMBAI400001 950 95.00 3 BAJAJ ALLIANZ LIFE INSURANCE

COMPANY LTD. DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

930 93.00

4 HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

650 65.00

5 TATA AIG GENERAL INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

600 60.00

6 BIRLA CORPORATION LIMITED BIRLA BUILDING KOLKATA700001 500 50.00 7 CENTRAL BANK OF INDIA CENTRAL BANK OF INDIA

CHANDRAMUKHI BUILDING,NARIMAN POINT, MUMBAI400021

450 45.00

8 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

430 43.00

9 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

400 40.00

10 CREDIT SUISSE AG SINGAPORE BRANCH CITIBANK N. A. CUSTODY SERVICES PLOT NO 60 BKC BANDRA EAST MUMBAI400051

400 40.00

8.70% (2015) - TAXU65-B 1 SHREE CEMENT LTD 21 STRAND ROAD CALCUTTA700001 880 88.00 2 TCW ASSET MANAGEMENT COMPANY

A/C TCW AMERICASDEVELOPMENT ASSOCIATION LP.

CITIBANK N. A. CUSTODY SERVICESPLOT NO.60, BKC BANDRA-EAST MUMBAI400051

490 49.00

3 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

450 45.00

4 GENERAL INSURANCE CORPORATION OF INDIA

SURAKSHA.CHURCH GATE MUMBAI400020

450 45.00

5 CORPORATION BANK CORPORATION BANK, GENERAL ACCOUNT15 MITTAL CHAMBERS 1ST FLOOR NARIMAN POINTMUMBAI400021

400 40.00

6 DELHI TRANSPORT CORPORATION EMPLOYEES PROVIDENT FUND TRUST

DTC HEAD QUARTERS NEW DELHI110002

400 40.00

7 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD 350 35.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

CALCUTTA700071 8 PUNJAB NATIONAL BANK HSBC SECURITIES

SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

302 30.20

9 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

300 30.00

10 INFOSYS TECHNOLOGIES LIMITED EMPLOYEES PROVIDENTFUND TRUST

C O INFOSYS TECHNOLOGIES LTDHOSUR ROAD BANGLORE561229

300 30.00

8.70% (2015) - TAXU65-C 1 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

3041 304.10

2 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1953 195.30

3 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1700 170.00

4 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

1050 105.00

5 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

774 77.40

6 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCHMUMBAI SAMACHAR MARG,MUMBAI.400023

550 55.00

7 NHPC LIMITED NHPC OFFICE COMPLEX FARIDABAD121003

477 47.70

8 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCHMUMBAI SAMACHAR MARG FORT, MUMBAI400001

470 47.00

9 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICESKANJURMARG E MUMBAI400042

320 32.00

10 PROVIDENT FUND OF TATA STEEL LIMITED

BOMBAY HOUSE 24FORT BOMBAY400001

250 25.00

8.65% (2015) - TAXU66-A 1 PUNJAB NATIONAL BANK HSBC SECURITIES

SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

550 55.00

2 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

500 50.00

3 THE H.P. STATE CO-OPERATIVE BANK LTD.

THE MALLSHIMLA171001 300 30.00

4 BANK OF BARODA (EMPLOYEES) PENSION FUND

BARODA HOUSEMANDVI BARODA390006

250 25.00

5 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

250 25.00

6 VIJAYA BANK TREASURY MANAGEMENT DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

200 20.00

7 IDBI BANK LIMITED - TBO IDBI LIMITEDWORLD TRADE CENTRE COMPLEX CUFFE PARADE MUMBAI400005

200 20.00

8 RAJASTHAN RAJYA VIDYUT KARAMCHARI CONTRIBUTORY PROVIDENT FUND

RAJASTHAN RAJYA VIDUT PRASARAN NIG LJYOTI NAGARJAIPUR302005

180 18.00

9 BANK OF BARODA PROVIDENT FUND TRUST

BARODA HOUSEMANDVI BARODA390006

150 15.00

10 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI400019

150 15.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

8.75% (2015) - TAXU66-B 1 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

4657 465.70

2 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

2638 263.80

3 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

1970 197.00

4 ICICI BANK LTD TREASURY MIDDLE OFFICE GROUPICICI BANK TOWER, BKC BANDRA (EAST) , MUMBAI400051

1500 150.00

5 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1100 110.00

6 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

500 50.00

7 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

250 25.00

8 SECURITIES TRADING CORPORATION OF INDIA LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

250 25.00

9 UNITED INDIA INSURANCE COMPANY LIMITED

24,WHITES ROAD 600014

200 20.00

10 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCHMUMBAI SAMACHAR MARG FORT, MUMBAI400001

185 18.50

8.85% (2015) - TAXU66-C 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

2641 264.10

2 ICICI BANK LTD TREASURY MIDDLE OFFICE GROUPICICI BANK TOWER, BKC BANDRA (EAST) , MUMBAI400051

1100 110.00

3 THE KARNATAKA STATE CO OP APEX BANK LTD

CHAMARAJPET BANGALORE560018

600 60.00

4 ARMY GROUP INSURANCE FUND AGI BHAWAN RAO TULA RAM MARGNEW DELHI 110057 NEW DELHI110057

550 55.00

5 PUNJAB AND SIND BANK EMPLOYEES PENSION FUND

H.O. PROVIDENT FUND DEPARTMENTSIDDHARTHA ENCLAVE NEW DELHI110014

300 30.00

6 SPMCIL EMPLOYEES PROVIDENT FUND TRUST

16TH FLOOR, NEW DELHI110001

200 20.00

7 BANGIYA GRAMIN VIKASH BANK BMC HOUSE, CHUAPURDIST. MURSHIDABAD, W.B 742101

150 15.00

8 HCL CORPORATION LIMITED 44,NEW DELHI.110065 147 14.70 9 CESC LIMITED PROVIDENT FUND CESC HOUSEKOLKATA700001 60 6.00 10 ARMY GROUP INSURANCE FUND AGI BHAWANPB 14, PO VASANT

VIHAR NEW DELHI110057

50 5.00

7.10% (2012) - TAXU67 1 BARCLAYS BANK PLC 801/ 808 CEEJAY HOUSEDR ANNIE

BESANT ROAD WORLI MUMBAI400018

2450 245.00

2 AMBRE MAURITIUS INVESTMENT LIMITED

J.P.MORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

1550 155.00

3 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

1500 150.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

4 THE ROYAL BANK OF SCOTLAND N. V. SINGAPORE BRANCH

CITIBANK N. A. CUSTODY SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

1200 120.00

5 ICICI BANK LTD TREASURY MIDDLE OFFICE GROUPICICI BANK TOWER, BKC BANDRA (EAST) , MUMBAI400051

1000 100.00

6 J.P.MORGAN SECURITIES ASIA PRIVATE LIMITED

JPMORGAN CHASE BANK N.A.6TH FLOOR, PARADIGM B MINDSPACE, MALAD W, MUMBAI400064

800 80.00

7 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

500 50.00

8 CREDIT SUISSE FINANCE (INDIA) PRIVATE LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

500 50.00

9 STANDARD CHARTERED BANK (MAURITIUS) LIMITED -DEBT

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

400 40.00

10 YES BANK LIMITED 2ND FLOOR, TIECICON HOUSEOPP FAMOUS STUDIO MAHALAXMI, MUMBAI400011

250 25.00

8.25 % (2012) - TAXU68-A 1 INSURANCE INSTITUTE OF INDIA CITIBANK N. A. CUSTODY

SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

300 30.00

2 RAJASTHAN RAJYA VIDYUT KARAMCHARI GENERAL PROVIDENT FUND

RAJASTHAN RAIYA VIDYUT PRASARAN NIGJYOTI NAGAR JAIPUR302005

230 23.00

3 THE J AND K BANK LTD. INVESTMENT DEPARTMENT (DEBT)41, NEW MARINE LINES MUMBAI400020

200 20.00

4 JAIPUR THAR GRAMIN BANK HEAD OFFICEC SCHEME JAIPUR302001

100 10.00

5 ASSAM GRAMIN VIKASH BANK HEAD OFFICEG S ROAD BHANGAGARH, GUWAHATI KAMRUP781005

100 10.00

6 IDBI BANK LIMITED - TBO IDBI LIMITEDWORLD TRADE CENTRE COMPLEX CUFFE PARADE MUMBAI400005

100 10.00

7 BIHAR KSHETRIYA GRAMIN BANK BHAGAT SINGH CHOWKMUNGER BIHAR811201

50 5.00

8 VIJAYA BANK TREASURY MANAGEMENT DEPARTMENT41/2. M G ROAD, TRINITY CIRCLE BANGALORE560001

50 5.00

9 J AND K GRAMEEN BANK HEAD OFFICEJAMMU JAMMU AND KASHMIR180006

50 5.00

10 THE JAMMU AND KASHMIR BANK EMPLOYEE PENSION FUND TRUST

C/O JK BANK SRINAGAR190001

50 5.00

8.70% (2012) - TAXU68-B 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

5000 500.00

2 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

2096 209.60 3 CBT EPF EPF A/C ICICI PRUDENTIAL AMC

LTD 1690 169.00

4 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

1150 115.00

5 THE ORIENTAL INSURANCE COMPANY LIMITED

THE ORIENTAL INSURANCE COMPANY LIMITA-25/27, ASAF ALI ROAD, NEW DELHI110002

300 30.00

6 HVPNL EMPLOYEES PENSION FUND TRUST

SHAKTI BHAWAN, SECTOR 6 PANCHKULA134109

250 25.00

7 HCL CORPORATION LIMITED 44,NEW DELHI. 110065 250 25.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

8 PUNJAB AND SIND BANK EMPLOYEES PENSION FUND

H.O. PROVIDENT FUND DEPARTMENT SIDDHARTHA ENCLAVE NEW DELHI110014

220 22.00

9 BANK OF MAHARASHTRA TIBD

APEEJAY HOUSE1ST FLOORFORT MUMBAI400001

200 20.00

10 ABERDEEN ASIA-PACIFIC INCOME INVESTMENT COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

180 18.00

7.89% (2012) - TAXU69 1 HSBC BANK (MAURITIUS) LIMITED HSBC SECURITIES

SERVICES,WESTERN EXPRESS HIGHWAY, SAHAR RD JUNCT,VILE PARLE-E,MUMBAI400057

3300 330.00

2 BARCLAYS MERCHANT BANK (SINGAPORE) LTD.

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

1474 147.40

3 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

900 90.00

4 THE ROYAL BANK OF SCOTLAND N. V. SINGAPORE BRANCH

CITIBANK N. A. CUSTODY SERVICESPLOT NO 60 BKC BANDRA EAST MUMBAI400051

750 75.00

5 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

500 50.00

6 DEUTSCHE BANK INTERNATIONAL ASIA - DEBT FUND

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

500 50.00

7 STANDARD CHARTERED BANK (MAURITIUS) LIMITED –DEBT

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

450 45.00

8 BANK OF AMERICA SINGAPORE LIMITED STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

450 45.00

9 CITICORP INVESTMENT BANK (SINGAPORE) LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

300 30.00

10 LIC OF INDIA MARKET PLUS – 1 INVESTMENT DEPTT., 6TH FLOOR JEEVAN BIMA MARG MUMBAI400021

250 25.00

8.78% (2020) - TAXU70 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

5000 500.00

2 PUNJAB AND SIND BANK EMPLOYEES PENSION FUND

H.O. PROVIDENT FUND DEPARTMENT SIDDHARTHA ENCLAVE NEW DELHI110014

900 90.00

3 IFFCO EMPLOYEES PROVIDENT FUND TRUST

IFFCO EMPLOYEES P F TRUSTSAKET NEW DELHI110017

810 81.00

4 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

700 70.00

5 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

601 60.10

6 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

600 60.00

7 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

500 50.00

8 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG

500 50.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

CHURCHGATE MUMBAI400020 9 CBT EPF EPF A/C RELIANCE CAPITAL AMC

LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

425 42.50

10 TRUSTEES GEB'S C P FUND SARDAR PATEL VIDYUT BHAVANBARODA 390007

370 37.00

9.05% (2020) - TAXU71-A 1 HDFC STANDARD LIFE INSURANCE

COMPANY LIMITED HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

400 40.00

2 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

250 25.00

3 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

200 20.00

4 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

200 20.00

5 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

200 20.00

6 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

100 10.00

7 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

100 10.00

8 LARSEN AND TOUBRO OFFICERS AND SUPERVISORY STAFF PROVIDENT FUND

L AND T CAPITAL COMPANY LIMITEDG BLOCK BANDRA KURLA COMPLEX BANDRA MUMBAI400051

50 5.00

9 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICES KANJURMARG E MUMBAI400042

50 5.00

10 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI400019

46 4.60

9.05% (2025) - TAXU71-B 1 CBT EPF EPS A/C HSBC AMC LTD HDFC BANK LTD, CUSTODY

SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

487 48.70

2 WEST BENGAL STATE ELECTRICITY BOARD EMPLOYEESCONTRIBUTORY PROVIDENT FUND

BIDYUT BHAWANWEST BENGAL STATE ELECTRICITY BOARD BIDHAN NAGAR KOLKATA700091

200 20.00

3 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

200 20.00

4 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

200 20.00

5 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI400019

147 14.70

6 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

100 10.00

7 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

100 10.00

8 INDIA ASSOCIATED TOBACCO COMPANIES PROVIDENT FUND

ITC LIMITED KOLKATA700071 50 5.00

9 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

50 5.00

10 CANARA HSBC ORIENTAL BANK OF COMMERCE LIFE INSURANCE COMPANY

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

50 5.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

LTD 9.05% (2030) - TAXU71-C 1 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI

CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

400 40.00

2 NATIONAL HYDROELECTRIC POWER CORPORATION LIMITED EMPLOYEES PROVIDENT FUND

SECRETARY EPF, NHPC LTD EMPLOYEESNHPC OFFICE COMPEX SEC 33 FARIDABAD HARYANA121003

316 31.60

3 HVPNL EMPLOYEES PENSION FUND TRUST

SHAKTI BHAWAN, SECTOR 6 PANCHKULA134109

150 15.00

4 RELIANCE LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

5 POWERGRID EMPLOYEE PROVIDENT FUND TRUST

SAUDAMINI, PLOT NO 2NEAR IFFCO CHOWK GURGAON, HARYANA122001

104 10.40

6 CANARA BANK (EMPLOYEES) PENSION FUND

HO ANNEX,NO 14 M G ROAD BANGALORE560001

100 10.00

7 TATA MOTORS LIMITED PROVIDENT FUND

BOMBAY HOUSEFORT MUMBAI400023

78 7.80

8 INDIA ASSOCIATED TOBACCO COMPANIES PROVIDENT FUND

ITC LIMITED KOLKATA700071 50 5.00

9 FUTURE GENERALI INDIA INSURANCE CO LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

50 5.00

10 ING VYSYA LIFE INSURANCE COMPANY LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

50 5.00

8.97% (2018) - TAXU72-A 1 ALLAHABAD BANK ALLAHABAD BANK,TREASURY

BRANCH37 MUMBAI SAMACHAR MARG FORT, MUMBAI400023

300 30.00

2 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT, MUMBAI400001

250 25.00

3 TRIVENI KSHETRIYA GRAMIN BANK 2077/A NAYA PATEL NAGAR. ORAI285001

200 20.00

4 IDBI FEDERAL LIFE INSURANCE COMPANY LIMITED

TRADE VIEWLOWER PAREL (WEST) MUMBAI400013

100 10.00

5 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

100 10.00

6 TATA AIG LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES,WESTERN EXP HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E, MUMBAI400057

100 10.00

7 TATA AIG LIFE INSURANCE COMPANY LIMITED

HSBC SECURITIES SERVICES,WESTERN EXP HIGHWAY, SAHAR RD JUNCT, VILE PARLE-E, MUMBAI400057

60 6.00

8 METROPOLITAN TRANSPORT CORPORATION EMPLOYEES PROVIDENT FUND TRUST

PALLAVAN HOUSE CHENNAI600002

50 5.00

9 ING VYSYA LIFE INSURANCE COMPANY LIMITED

CITIBANK N A, CUSTODY SERVICESPLOT NO. 60, BKC, BANDRA - EAST MUMBAI400051

50 5.00

10 RSRTC CONTRIBUTORY PROVIDENT FUND TRUST

SECRETARY RSRTC LPF TRUSTJAIPUR 302001

40 4.00

8.99% (2021) - TAXU72-B 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

5000 500.00

2 CBT EPF EPF A/C RELIANCE CAPITAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1600 160.00

3 CENTRAL BOARD OF TRUSTEES STATE BANK OF INDIAIIND FLOOR 1220 122.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

EMPLOYEES PROVIDENTFUND MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

4 CBT EPF EPF A/C ICICI PRUDENTIAL AMC LTD

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1000 100.00

5 MAHARASHTRA STATE ELECTRICITY BOARDS CONTRIBUTORY PROVIDENT FUND

ESTRELLA BATTERIES EXPANSION BLDGMATUNGA MUMBAI400019

870 87.00

6 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

820 82.00

7 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

200 20.00

8 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

190 19.00

9 WEST BENGAL STATE ELECTRICITY BOARD EMPLOYEESCONTRIBUTORY PROVIDENT FUND

BIDYUT BHAWANWEST BENGAL STATE ELECTRICITY BOARD BIDHAN NAGAR KOLKATA700091

150 15.00

10 KOTAK MAHINDRA OLD MUTUAL LIFE INSURANCE LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC, BANDRA (EAST) MUMBAI INDIA400051

124 12.40

9.18% (2021) - TAXU73 1 CENTRAL BOARD OF TRUSTEES

EMPLOYEES PROVIDENTFUND STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCHMUMBAI SAMACHAR MARG,MUMBAI.400023

2610 261.00

2 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

1400 140.00

3 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD

DEUTSCHE BANK AGPOST BOX NO. 1142, FORTMUMBAI400001

750 75.00

4 SBI LIFE INSURANCE CO.LTD HDFC BANK LIMITED CUSTODY SERVICESN KANJURMARG E MUMBAI400042

650 65.00

5 COAL MINES PROVIDENT FUND C/O ICICI SECURITIES PRIMARYICICI CENTRE, H. T. PAREKH MARG CHURCHGATE MUMBAI400020

510 51.00

6 UNION BANK OF INDIA C/O. ILFS, ILFS HOUSE,PLOT NO.14,ANDHERI (E) MUMBAI400072

500 50.00

7 PUNJAB NATIONAL BANK HSBC SECURITIES SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

453 45.30

8 NATIONAL INSURANCE COMPANY LTD INV DEPT46 C, J. N. ROAD CAL CUTTA700071

400 40.00

9 OIL INDIA LIMITED EMPLOYEES PROVIDENT FUND

PO DULIAJAN DIST DIBRUGARH786602

250 25.00

10 STANDARD CHARTERED BANK STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

250 25.00

9.70% (2021) - TAXU74 1 LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT

YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI400021

5000 500.00

2 CENTRAL BOARD OF TRUSTEES EMPLOYEES PROVIDENTFUND

STATE BANK OF INDIAIIND FLOOR MUMBAI MAIN BRANCH MUMBAI SAMACHAR MARG,MUMBAI.400023

3900 390.00

3 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

2500 250.00

4 BANK OF BARODA (EMPLOYEES) PENSION FUND

BARODA HOUSEMANDVI BARODA390006

500 50.00

5 PUNJAB NATIONAL BANK HSBC SECURITIES 492 49.20

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

SERVICESWESTERN EXPRESS HIGHWAY SAHAR RD JUNCT, VILE PARLE-E,MUMBAI400057

6 BANK OF INDIA PROVIDENT FUND TERMINAL BENEFITS DIV.3RD FLR,STAR HOUSE, C-5,'G' BLOCK H.O, B.K.C. BANDRA(E) MUMBAI400051

300 30.00

7 BANK OF BARODA GRATUITY FUND BARODA HOUSEMANDVI BARODA390006

250 25.00

8 THE NEW INDIA ASSURANCE COMPANY LIMITED

NEW INDIA ASSURANCE BUILDINGFORT,MUMBAI400001

250 25.00

9 COAL MINES PENSION FUND STATE BANK OF INDIA,SEC. SER. BRANCHMUMBAI SAMACHAR MARG FORT, MUMBAI400001

250 25.00

10 INFOSYS TECHNOLOGIES LIMITED EMPLOYEES PROVIDENTFUND TRUST

C O INFOSYS TECHNOLOGIES LTDHOSUR ROAD BANGLORE561229

250 25.00

9.64% (2014) - TAXU75-A 1 HDFC TRUSTEE COMPANY LTD HDFC MF

MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

1000 100.00

2 J. P. MORGAN SECURITIES INDIA PRIVATE LIMITED

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

1000 100.00

3 RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MONTHLY INCOME PLAN

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

850 85.00

4 THE NATIONAL BANK FOR AGRICULTURE AND RURAL DEVELOPMENT

C 24 NABARD G BLOCK MUMBAI 400051

250 25.00

5 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR, KANJUR MARG (E), MUMBAI400042

250 25.00

6 RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE SHORT TERM FUND

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

7 HSBC INCOME FUND - SHORT TERM PLAN STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

200 20.00

8 ROYAL SUNDARAM ALLIANCE INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST) MUMBAI INDIA400051

200 20.00

9 DARASHAW AND COMPANY PVT LTD 6TH FLOOR, EXPRESS BUILDING MUMBAI400020

200 20.00

10 SBI DFHI LIMITED VOLTAS HOUSE ( 3 RD FLOOR) BALLARD ESTATE, MUMBAI400001

200 20.00

9.62% (2016) - TAXU75-B 1 ICICI PRUDENTIAL LIFE INSURANCE

COMPANY LTD DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

500 50.00

2 THE HONGKONG AND SHANGHAI BANKING CORP.LTD.

HSBC SECURITIES SERVICESWESTERN EXP. HIGHWAY, SAHAR RD JUNCT VILE PARLE-E, MUMBAI400057

500 50.00

3 KOTAK MAHINDRA BANK LTD KMBL TREASURY ACCOUNT229, NARIMAN POINT MUMBAI, 400021

300 30.00

4 BAJAJ ALLIANZ GENERAL INSURANCE COMPANY LIMITED

STANDARD CHARTERED BANK, CRESCENZOC-38/39 G-BLOCK, BKC BANDRA (EAST)MUMBAI INDIA400051

250 25.00

5 RELIANCE LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

6 RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MONTHLY INCOME PLAN

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

7 BAJAJ ALLIANZ LIFE INSURANCE COMPANY LTD.

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

250 25.00

S.No Name of the Bond /Debenture Holder Address No. of Bonds

Amount (In ` Crores)

8 RELIANCE GENERAL INSURANCE CO LTD HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, KANJURMARG EAST MUMBAI400042

250 25.00

9 UTI - CHILDRENS CAREER BALANCED PLAN

UTI MUTUAL FUND,UTI ASSET MANAGEMENTACCOUNTS,UTI TOWER, GN BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI400051

200 20.00

10 BIRLA SUN LIFE INSURANCE COMPANY LIMITED

DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

150 15.00

9.61% (2021) - TAXU75-C 1 LARSEN AND TOUBRO LIMITED L AND T HOUSE MUMBAI400001 2016 201.60 2 ICICI PRUDENTIAL LIFE INSURANCE

COMPANY LTD DEUTSCHE BANK AGPOST BOX NO. 1142, FORT MUMBAI400001

1400 140.00

3 INFRASTRUCTURE DEVELOPMENT FINANCE CO.LTD.

C/O HDFC BANK LTD - CUSTODY SERVICESALPHA, 8TH FLOOR, NR RAILWAY STATION KANJUR MARG (E), MUMBAI400042

1300 130.00

4 AXIS BANK LIMITED A WING, 3RD FLRSION TROMBAY ROAD, CHEMBUR MUMBAI400071

1135 113.50

5 STATE BANK OF INDIA EMPLOYEES PENSION FUND

CENTRAL ACCOUNT OFFICE2/1, RUSSEL STREET KOLKATA700071

999 99.90

6 ICICI BANK LTD TREASURY MIDDLE OFFICE GROUPICICI BANK TOWER, BKC BANDRA (EAST) , MUMBAI400051

938 93.80

7 ICICI SECURITIES LIMITED ICICI CENTRECHURCHGATE MUMBAI400020

900 90.00

8 ING VYSYA BANK LIMITED ING VYSYA BANK LTD FINANCIAL MARKETBANDRA KURLA COMPLEX BANDRA EAST MUMBAI400051

825 82.50

9 HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN

HDFC BANK LTD, CUSTODY SERVICESOFF FLR 8, NEXT TO KANJURMARG STN KANJURMARG EAST MUMBAI400042

793 79.30

10 ADITYA BIRLA FINANCE LIMITED APEEJAY 2ND FLOORFORT MUMBAI400001

500 50.00

2. Secured Long Term Infrastructure Bond

SLNO NAME OF BONDHOLDER ADDRESS Bonds Amount (in ` Crores)

Series I

1 MRIDU BALA MATHUR 25 BALBINDER APARTMENTS MAYUR BAGHC.G.H.S. A-6 PASCHM VIHAR NEW DELHI

20 0.01

2 SATISH KUMAR MATHUR 25 BALBINDER APARTMENTS MAYUR BAGH CA 6 PASCHIM VIHAR NEW DELHI

20 0.01

3 SANKET R SHETH 10 TULSIBAVA SOCIETY MANJALPURBARODA

20 0.01

4 SURABHI AJIT JAIN 22 YASHODHAH OPP CCI DINSHAWVACHHA ROAD CHURCHGATE MUMBAI

20 0.01

5 CHANDA RAJEEV PALSULE B-40 KAKADE CITY KARVE NAGAR NEAR WARJE PUMPING STATION PUNE

20 0.01

6 RAJEEV RAMKRISHNA PALSULE B-401 KAKADE CITY KARVE NAGAR NEAR WARJE PUMPING STATION PUNE

20 0.01

7 BACHITTAR SINGH GURU NANAK NIWAS PLOT -183 FLAT-13 SION WEST SION MAIN

20 0.01

ROAD MUMBAI

8 PERVEZ FARAMROZE PATEL 11, TARDEO COURT 1ST FLOOR, TARDEO ROAD Mumbai

20 0.01

9 KAMAL NARAYAN RATHI NEW BHIWANDI HOUSE GR FLOOR 96 A K MARG KEMP'S CORNER MUMBAI

20 0.01

10 VIPULBHAI V SHAH 5/A, RAVINDRA NAGAR SOCIETY TITHAL ROAD VALSAD.

20 0.01

Series II

SANCHITA SARKAR 1F 001 AKME HARMONY OUTER RING ROAD SARJPUR ROAD BANGALORE

80 0.04

RAJESH BHATIA 1-312 SARITA VIHAR NEW DELHI 24 0.01

NAGARATHNA SWAMY 819/A, 3rd MAIN ROAD 4th BLOCK RAJAJI NAGAR BANGALORE

24 0.01

PANKAJ CHADHA A-37 SUBHAVNA NIKETAN OPPOSITE METRO PILLAR NO 361 DELHI

20 0.01

RAJIV PURNADAS USGAOCAR ROSE APTS BEHIND SBI PONDA GOA

20 0.01

RAJIV PURNADAS USGAOCAR ROSE APTS BEHIND SBI PONDA GOA

20 0.01

DILIP VASANT PITALF 102 DEVIKA APTS NEAR SHIVAJI MARKET PUNE

20 0.01

K VENKATESWARAN L-60 L BLOCK ANNA NAGAR EAST 27 TH STREET CHENNAI

20 0.01

BACHITTAR SINGH GURU NANAK NIWAS PLOT -183 FLAT-13 SION WEST SION MAIN ROAD MUMBAI

20 0.01

MRINALINI K RATHI NEW BHIWANDI HOUSE GR FLOOR96 A K MARG KEMP'S CORNER MUMBAI

20 0.01

Series III

ARUP CHATTERJEE VP CMC AXIS BANK LTDAC MARKET 3RD FLOOR1 SHAKESPEARE SARANI KOLKATA

120 0.06

TRANS 67 0.03

THOMAS CHERIAN PALLATHIL PALLATHIL VILLA NO. 37 NOEL PALMDALEKUSUMGIRI PO KAKKANAD COCHIN

24 0.01

SHAJIKANT NARAYAN MATRE SHANTARAM BHATT CHAWL, 3/2 JAWAHAR NAGAR J.P.ROAD KHAR MUMBAI

20 0.01

MALCOLM BURJOR CONTRACTOR 1 MADAN STREET KOLKATA 20 0.01

TEHMI MALCOLM CONTRACTOR 1-MADAN STREET KOLKATA 20 0.01

BACHITTAR SINGH GURU NANAK NIWAS PLOT -183 FLAT-13 SION WEST SION MAIN ROAD MUMBAI

20 0.01

JAMILAHMED IBRAHIMAHMED PATEL 14/A RAM PARK SOCIETY OPP. SARDAR SCHOOL AJWA ROAD VADODARA GUJARAT

20 0.01

PRASHANT M TELANG 21, ARADHANA, R K PATKAR CHSOFF TURNER ROAD, B/H COIN TEABANDRA EAST BOMBAY

20 0.01

SHRIKANT VAIDYANATHAN DOOR NO. 382ND CROSS ROAD RANKA NAGARK B SANDRA R T NAGAR POBANGALORE

20 0.01

Series IV

DEVAMALYA DEY BIANCA, FLAT A401PANCH MARG, OFF YARI RD VERSOVA, ANDHERI(W) MUMBAI

400 0.20

MAHARUDRA MANOHAR WAGLE 601 A WING, PRACHI CO-OP HSG SOC PLOT NO 161/4, JUHU VERSOVA LINK RD BEHIND HDFC BANK, ANDHERI (WEST) MUMBAI

100 0.05

ANSHUL BHARGAVA D-5, HYDERABAD ESTATE NAPEAN SEA ROAD MUMBAI

100 0.05

HARISH SRIVASTAVA B/1301, RIVIERA TOWERS LOKHANDWALA TOWNSHIP KANDIVALI EAST MUMBAI

100 0.05

KINNARI S VASHI - 80 0.04

NARESH KUMAR MODI A-501 , SURVEY NO - 103 C103/5A/1A/4A , BHAMBURDA SHIVAJI NAGAR PUNE

80 0.04

SURENDERA TYAGI C 2/708 MILAN VIHAR APP 72 I P EXTN PATPARGANJ DELHI

40 0.02

MARIAPPAN ASOKAN 102, GOLDEN NEST ADUGODI BANGALORE

40 0.02

JYOTI BABASAHEB KORDE WAKODI PHATA NEAR MIRCAT WAKODI SOLAPUR ROAD AHMEDNAGAR

34 0.02

SAMIR A VASHI - 30 0.02