thdc india ltd - bombay stock exchange section 42 of the companies act, 2013 and the companies...

PRIVATE PLACEMENT OFFER LETTER / DISCLOSURE DOCUMENT DATED 03.10.2016

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PRIVATE &CONFIDENTIAL (THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS DISCLOSURE DOCUMENTIS PREPARED AND ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013) AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014, SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, ISSUED VIDE CIRCULAR NUMBER No. SEBI/LAD-NRO/GN/2015-16/013AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

THDC INDIA LTD (A Government of India Enterprise) CIN No: U45203UR1988GOI 009822 Registered Office: BhagirathBhawan Top Terrace BhagirathipuramTehri Garhwal-249001 Corporate Office: Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand) Contact No: (0135) 2435842, 2439309 & 2437646 Fax: (0135) 2439442& 2436761 Website: www.thdc.co.in Email: [email protected]

DISCLOSURE DOCUMENT

DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF SECURED REDEEMABLE, NON-CONVERTIBLE, NON CUMULATIVE, TAXABLE BONDS IN THE NATURE OF DEBENTURES OF THE FACE VALUE OF RS. 10 LAKH EACH FOR CASH AT PAR WORTH Rs 300 CRORE WITHGREEN SHOE OPTIONOF RS. 300 CRORE AGGREGATING TO RS. 600 CRORE BYTHDC India Ltd(THDCIL/ THE ISSUER) SERIES -1

GENERAL RISK Investment in debt instruments involves a degree of risk and investors should invest any funds in the issue only after reading the risk factors in the Disclosure document carefully including the risk involved. The Securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

ISSUERS ABSOLUTE RESPONSIBILITY

The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue, which is material in the context of the issue, that the information contained in the Disclosure document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING AA+ by Credit Analysis & Research Ltd. & AA+ with stable outlook by India Ratings and Research Private Limited have been assigned for the current issue of Bonds. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above ratings are not recommendation to buy, sell or hold securities and investors should

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take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future.

LISTING Proposed to be listed on the Wholesale Debt Market (WDM) Segment of National Stock Exchange of India Ltd.(NSE)/BSE Ltd.(BSE).

DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE VISTARA ITCL INDIA LTD

A-268,1stFloor, BhishmaPitamahMarg, New Delhi -110014

Tel: +91-22- 2659 3535 Fax: +91-22-2653 3297 Email:[email protected]

Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Tel:+91-40-33211500 Fax:040-23420814 Email:[email protected]

ARRANGERS TO THE ISSUE 1.

TRUST INVESTMENT ADVISORS PVT. LTD. Regd. Office: 109/110, 1st Floor, Balarama, Village Parigkhari; BandraKurla Complex, Bandra (East), Mumbai 400 051. Tel : +91-22- 40845000 Fax : +91-22- 40845066/ 07 Email: [email protected]

9.

A.K. Capital Services Ltd Address:609, 6th Floor, AntrikshBhawan22, Kasturba Gandhi Marg New Delhi - 110 001 India Tel : (011) 23730749 (011) 23739628 M: 91-9999305903 Fax :91-11-23739627 Email:[email protected]

2. AXIS BANK Address: Axis Bank Ltd,4th Floor ,Tower 1,Room No.22 Axis House Noida,Sector 128 , NOIDA-201304

Tel : +91 9999055026 Fax : 0120-6210838 Email:premanshu.sharma@ axisbank.com

10. DARASHAW& Co Pvt Ltd Address:A 238, 2ND Floor, Defence Colony New Delhi 100024 Tel : 9013226835 Fax : 011-24333401 Email: umesh-khandelwal @darashaw.com

3. EDELWEISS Financial Services Ltd Address:uppar ground floor merchantile house kg marg, janpath Pin- 110001 Tel : 011-43571163 Fax : 011-43571122 Email:ajay.manglunia@edelcap. com [email protected] [email protected]

11. HDFC BANK Ltd Address:Bank House \VatikaAtriumA Block2NDFloorGolf Course RoadSector 53 Tel : 022-66521455 Fax : 022-24960696 Email:[email protected] [email protected] [email protected]

4. ICICI BanK Ltd. Address:1st Floor ICIC Bank Tower NBCC Place PragatiVihar Bhishmapitmah Marg. New Delhi Tel : 8800290437 Fax : 011-24360072 Email:[email protected] [email protected]

12. ICICI Securities Primary Dealership Ltd.

Address:3rd Floor ICIC Bank Tower NBCC Place PragatiViharBhismaPitamahMargLodi Road 110003 Tel : 09810604342, 09810444388 Fax : 011-43560036/24390074 Email:[email protected] [email protected] [email protected]

mailto:[email protected]:[email protected]:premanshu.sharma@%20axisbank.commailto:premanshu.sharma@%20axisbank.commailto:ajay.manglunia@edelcap.%20commailto:ajay.manglunia@edelcap.%20commailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


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5. IDFC Bank Ltd Address:Sood Towers4

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Floor East WingBarakhamba Road New Delhi 110001 Tel :011-66712018 Fax : 011-26713359 Email:[email protected]

13. Kotak Mahindra Bank Address:V P- Debt Capital Markets Kotak Mahindra Bank Kotak Aero City , Asset Area 9 3rd Floor, IBIS Commercial Block Hospitality District, IGI Airport New Delhi - 110 037 Tel : +91-011- 66176370 Fax : +91-011- 66084595 Email:[email protected]

6. LKP Securities Ltd Address:3rd Floor Room No 38 Indira palace H block Cannaught Place New Delhi 110001 Tel :8588861110 9811718270 Fax : 011-41517627 Email:[email protected]

14. SBI Capital Markets Ltd. Address:6th Floor, World Trade Tower, Barakhamba Lane, New Delhi 110001 Tel : (011)-23485221 Fax : (011)- 23418773 Email:[email protected] [email protected]

7. SPA CAPITAL Advisors Ltd Address:25, C-BLOCK, COMMUNITY CENTRE, JANAKPURI NEW DELHI-110058 Tel : +919289900011, +919810099157 Fax : 011-25572763 Email:[email protected]. [email protected]

15. TIPSONS Consultancy Services Ltd Address:1008,10th Floor, AkashdeepBldg, 26/A, Barakhamba Lane, Connaught Place, New Delhi -110001 Tel : +911123351155, +919313938033,+91 9350322525 Fax : 011-23351155 Email:[email protected] [email protected]

8. YES Bank Ltd. Address:48, NayaMargChanakyapuri, New Delhi - 110021 Tel : 8826311225 Fax : 011-41680310 Email:[email protected]

ISSUE SCHEDULE ISSUE OPENING DATE 03/10/2016 ISSUE CLOSING DATE 03/10/2016 PAY IN DATES 03/10/2016 DEEMED DATE OF ALLOTMENT 03/10/2016 In consultation with Arrangers, The issuer reserves the right to pre pone the issue earlier from the aforesaid date or post pone the issue at its sole and absolute discretion without giving any reasons or prior notice. In the event of any change in the above issue programme, the Issuer will intimate the investors about the revised issue programme.

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Sr. No.

INDEX PAGE NO.

* DEFINATIONS / ABBREVIATIONS 6

* DISCLAIMER 7

A ISSUER INFORMATION 9

B BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS

(i) OVERVIEW 11

(ii) CORPORATE STRUCTURE 14

(iii) KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 YEARS ON STANDALONE BASIS

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(iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS 15

(v) SUBSIDIARIES 16

C BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS

(i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 16

(ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE LAST FIVE YEARS

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(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY 16

(iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 17

(v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 17

D DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END

(i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END 17

(ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END

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E DETAILS REGARDING THE DIRECTORS OF THE COMPANY

(i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY 17

(ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 18

F DETAILS REGARDING THE AUDITORS OF THE COMPANY

(i) DETAILS OF THE STATUTORY AUDITORS OF THE COMPANY 19

(ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 19

G DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END

(i) DETAILS OF SECURED LOAN FACILITIES 20

(ii) DETAILS OF UNSECURED LOAN FACILITIES 21

(iii) DETAILS OF NCDS 21

(iv) LIST OF TOP 10 BOND HOLDERS 21

(v) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED.

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(vi) DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING AS ON THE LATEST QUARTER

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(vii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES

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(viii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS

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(ix) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION

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H DETAILS OF PROMOTERS OF THE COMPANY

(i) DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END

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I ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS

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J ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE FINANCIAL INFORMATION AND AUDITORS QUALIFICATIONS

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K (C) ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTORS DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES

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L THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES.

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M DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED

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N THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT,

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O COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE 24

P NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE

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Q OTHER DETAILS (i) DRR CREATION 25

(ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS 25

(iii) APPLICATION PROCESS 26 R PROCEDURE FOR APPLYING FOR DEMAT FACILITY 31 S HOW TO APPLY 32 T TERM SHEET: ISSUE DETAILS 34 U DISCLOSURE OF CASH FLOWS 39 V TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF

ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR INVESTOR)

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W MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER

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X FORM NO. PAS 4 51 Y DECLARATION 68 Z ANNEXURES 69 ANNUAL ACCOUNTS BOARD RESOLUTION SHARE HOLDERS RESOLUTION GOVERMENT GURANTEE LETTER

CREDIT RATING LETTER(s) & CREDIT RATING RATIONALE(s) DEBENTURE TRUSTEE CONSENT LETTER R&T AGENT CONSENT LETTER NSE/BSE INPRINCIPLE LETTER


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* DEFINATIONS/ABBREVIATIONS TERMS DESCRIPTION THDCIL/COMPANY/ CORPORATION/ISSUER

THDC INDIA LIMITED a public limited company incorporated under CompaniesdAct, 1956.

Articles of Association or Articles

The artilces of association of the Company, as amended from time to time.

Board or Board of Directors The board of directors of Company. Directors The directors of Company Memorandum of association or Memorandum

The memorandum of association of the company, as amended from time to time.

Promoter The President of India acting through the Ministry of Power, Goverment of India.

Registered Office BhagirathBhawan (Top Terrace), Bhagirathipuram, Tehri (Garhwal)-249201 (Uttrakhand)

Bond holder/Debenture holder

The holder of the Bonds

Bonds Secured, Non-Convertible, Non-Cumulative, Redeemable, Taxable Bonds in the nature of Debentures.

Depository/ies National Securities Depostiory Limited (NSDL) and Central Depository Services (India) Limited (CDSL)

DP Depositiory Participant BRR Bond Redemption Reserve Green shoe Option Right to retain over subscription I.T Act The Income-tax Act, 1961 as amended from time to time. Disclosure Document This Disclosure Document through ehich Bonds are being offered for

private placement Issue Private Placement of Secured Redeemable, Non-Convertible,Non

Cumulative, Taxable Bonds in the nature of debentures of the Face Value ofRs 10 Lakh each for cash at par worth Rs. 300 Crorewith Green Shoe Option of Rs. 300 CroreaggregatingtoRs. 600 Crore

Trustees Trustees for the Bondholders Companies Act The Companies Act, 1956, as amended and/ or the companies act, 2013, to

the extent notified by Ministry of Corporate Affairs, Government of India as applicable.

CDSL Central Depository Services (India) Limited Depository Act The Depositories Act, 1996, as amemded from time to time GOI or Government Goverment of India MoP Ministry of Power, Goverment of India MoU Memorandum of Understanding NSDL National Securities Depository Limited NSE National Stock Exchange BSE BSE Limited PAN Permanent Account Number alloted under Income Tax Act RBI Reserve Bank of India SEBI The Securities and Exchange and Board of India constituted under the SEBI

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

time to time SEBI Guidlines SEBI (Issue and Listing of Debt Securities) Regulations, 2008 & 2012, as

amended from time to time. CEA Central Electricity Authority CERC Central Electricity Regulatory Commission CTU Central Transmission Utility SEB State Electricity Board REC Rural Electrification Corporation TBCB Tariff Based Competitive Bidding


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* DISCLAIMER(S)

1. DISCLAIMER OF THE ISSUER: This Disclosure document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amendedCIR/IMD/DF/18/2013 Dated October 29, 2013 and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (amendment) regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014,Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, issued vide circular number no. SEBI/LAD-NRO/GN/2015-16/013 and section 42 of the companies act, 2013 and the companies (prospectus and allotment of securities) rules, 2014. This Disclosure document does not constitute an offer to public in general to subscribe for or otherwise acquire the Bonds to be issued by THDCIL (THE ISSUER). This Disclosure document is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Bonds issued by the Issuer. This bond issue is made strictly on private placement basis. Apart from this Disclosure document, no offer document or prospectus has been prepared in connection with the offering of this bond issue or in relation to the issuer. ThisDraftDisclosure document is not intended to form the basis of evaluation for the prospective subscribers to whom it is addressed and who are willing and eligible to subscribe to the bonds issued by THDCIL (THE ISSUER). This Disclosure document has been prepared to give general information regarding THDCIL (THE ISSUER) to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party may require. THDCIL (THE ISSUER) believes that the information contained in this Disclosure document is true and correct as of the date hereof. THDCIL (THE ISSUER) does not undertake to update this Disclosure document to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein with THDCIL (THE ISSUER). However, THDCIL (THE ISSUER) reserves its right for providing the information at its absolute discretion. THDCIL (THE ISSUER) accepts no responsibility for statements made in any advertisement or any other material and anyone placing reliance on any other source of information would be doing so at his own risk and responsibility. Prospective subscribers must make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in Bonds. It is the responsibility of the prospective subscriber to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility of the prospective subscriber to verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the Bonds. Nothing in this Disclosure document should be construed as advice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Bonds and matters incidental thereto. This Disclosure document is not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Disclosure document shall be kept utmost confidential. The securities mentioned herein are being issued on private placement Basis and this offer does not constitute a public offer/ invitation.

The Issuer reserves the right to withdraw the private placement of the bond issue prior to the issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such


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application money, if any.

2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA: This Disclosure document has not been filed with Securities & Exchange Board of India (SEBI). The Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure document. It is to be distinctly understood that this Disclosure document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure document. The Issue of Bonds being made on private placement basis, filing of this Disclosure document is not required with SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Disclosure document.

3. DISCLAIMER OF THE LEAD ARRANGER(S) AND ARRANGER(S) TO THE ISSUE: It is advised that the Issuer has exercised self due-diligence to ensure complete compliance of prescribed disclosure norms in this Disclosure document. The role of the Lead Arrangersand Arrangers to the Issue (collectively referred to as Arrangers/ Arrangers to the Issue) in the assignment is confined to marketing and placement of the bonds on the basis of this Disclosure document as prepared by the Issuer. The Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Disclosure document. The Arrangers shall use this Disclosure document for the purpose of soliciting subscription from a particular class of eligible investors in the Bonds to be issued by the Issuer on private placement basis. It is to be distinctly understood that the aforesaid use of this Disclosure document by the Arrangers should not in any way be deemed or construed that the Disclosure document has been prepared, cleared, approved or vetted by the Arrangers; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure document; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Arrangersare not responsible for compliance of any provision of new Companies Act, 2013.The Arrangers or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this Disclosure document.

4. DISCLAIMER OF THE STOCK EXCHANGE: As required, a copy of thisDisclosure document has been submitted to the National Stock Exchange of India Ltd. (Here-in-after referred to as NSE/BSE) for hosting the same on its website. It is to be distinctly understood that such submission of the document with NSE/BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by NSE/BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuers securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. 5. DISCLAIMER IN RESPECT OF JURISDICTION: The private placement of Bonds is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorised under constitution/ rules/ byelaws to hold bonds in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Disclosure


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document does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Disclosure document comes is required to inform him about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the jurisdiction of the Courts at the city of Nanital only. All information considered adequate and relevant about the Issuer has been made available in this Disclosure document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. 6. DISCLAIMER BY RESERVE BANK OF INDIA: The Securities have not been recommended or approved by the Reserve Bank of India nor does RBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the securities have been recommended for investment by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer, or the securities being issued by the Issuer or for the correctness of the statements made or opinions expressed in this document. Potential investors may make investment decision in the securities offered in terms of this Disclosure document solely on the basis of their own analysis and RBI does not accept any responsibility about servicing/ repayment of such investment. 7. DISCLAIMER BY DEBENTURE TRUSTEE: The debenture trustee is not a guarantor and will not be responsible for any non-payment of interest and redemption and/or any loss or claim. (A) ISSUER INFORMATION:NAME AND ADDRESS OF THE FOLLOWING:

SR. No PARTICULARS : DETAILS (i) REGISTERED OFFICE OF THE ISSUER

Name : THDC INDIA LIMITED

Address : BhagirathBhawan (Top Terrace), Bhagirathipuram, Tehri (Garhwal)-249201

(Uttrakhand)

Tele No : (0135) 2439309 & 2437646

Fax No : (0135) 2439442& 2436761

Email : [email protected]

Website : www.thdc.co.in

(ii) CORPORATE OFFICE OF THE ISSUER

Name : THDC INDIA LIMITED

Address : Ganga Bhawan, Pragtipuram, By-pass Road, Rishikesh-249201 (Uttrakhand)

Tele No : (0135) 2439309, 2435842, & 2437646

Fax No : (0135) 2439442



(iii) COMPLIANCE OFFICER OF THE ISSUER

Name : Mr. S. Q. Ahmad


Tele No : 0135- 2439309, +919412998458

Fax No (0135) 2439442



(iv) CHIEF FINANCIAL OFFICER OF THE ISSUER

Name : Shri Sridhar Patra


Tele No : 0135-2430118

Fax No : 0135-2432856

mailto:[email protected]://www.thdc.co.in/mailto:[email protected]://www.thdc.co.in/mailto:[email protected]://www.thdc.co.in/


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(v) ARRANGER(S) TO THE ISSUE (in alphabetic Order) A Name : A.K. CAPITAL SERVICES LTD B Name : AXIS BANK LTD C Name : EDELWEISS FINANCIAL SERVICES LTD D Name : DARASHAW& CO PVT LTD E Name HDFC BANK LTD F Name : ICICI SECURITIES PRIMARY DEALERSHIP LTD. NEW DELHI G Name : IDFC BANK LTD H Name : ICICI BANK LTD. I Name : KOTAK MAHINDRA BANK J Name : LKP SECURITIES LTD K Name : SBI CAPITAL MARKETS LTD. L Name : SPA CAPITAL ADVISORS LTD M Name : TIPSONS CONSULTANCY SERVICES LTD N Name TRUST INVESTMENT ADVISORS PRIVATE LIMITED

sO Address : YES BANK LTD.

(vi) TRUSTEE OF THE ISSUE

Name : VISTARA ITCL India Ltd

Address : A 268 1st Floor BhishmaPitamahMarg New Delhi -110014

Tele No : +91 22 2659 3535

Fax No : +91 22 2653 3297


(vii) REGISTRAR TO THE ISSUE

Name : KARVY COMPUTERSHARE PRIVATE LIMITED

Address : Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032

Tele No : (040) 33211500, +919177401545, +919912396788, +919810112359

Fax No : 040-23420814


(viii) CREDIT RATING AGENCY A Name : India Ratings and Research Private Limited

Address : 601-9 Prakashdeep Building 7 Tolstoy Marg, New Delhi-110001

Tele No : (011) 43567238, +9196500 22557

Fax No : 011- 43567231


Website : www.indiaratings.co.in

B Name : Credit Analysis & Research Ltd

Address : 13th Floor, E-1 Block Videocon Tower Jhandewalan Extension, New Delhi-110055

Tele No : +91 11 45333200, 45333238

Fax No : + 91 11 45333238

Email : www.careratings.com

(ix) AUDITORS OF THE ISSUER

A Name : PD AGRAWAL & CO

Address : 364 A GovindPuri Hardwar, Hardwar Rishikesh Road, Hardwar-249403 (Uttrakhand)

Tele No : 0512-2304109

Fax No : 0512-2304104


mailto:[email protected]://www.thdc.co.in/mailto:[email protected]:[email protected]:[email protected]://www.indiaratings.co.in/http://www.careratings.com/mailto:[email protected]


11

B) BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF COMPANY AND ITS LINE OF BUSINESS CONTAINING ATLEAST FOLLOWING INFORMATION:- (i) OVERVIEW:-

Overview of Our Business/activities: THDC India Limited (THDCIL) is a Joint Venture of Govt. of India and Govt. of Uttar Pradesh. The Equity is shared in the ratio of 75:25 between GoI and GoUP. The Company was incorporated in July 88 to develop, operate & maintain the 2400 MW Tehri Hydro Power Complex and other hydro projects. The Company has an authorised share capital of Rs. 4000 Cr. THDCIL is a Mini Ratna Category-I and Schedule AP ower CPSE. Total installed capacity of THDCIL presently is 1450 MW. THDCIL has two Hydro Power generating stations namely Tehri HEP Stage-I (4X250 MW) and Koteshwar HEP (4X100 MW) and one 50 MW Wind Power Generation Plant (25*2MW) at Patan. The THDCIL has grown into a Multi-Project Organization, with Projects spread over various States as well as neighboring country, Bhutan. THDCIL presently has a portfolio of 17 Projects totaling to an installed capacity of 6311 MW under operation and various stages of implementation / development. The 1,000 MW Tehri Power Station was commissioned by THDCIL in 2006-07. The Tehri Project is multipurpose Project providing electricity to the Northern Region, Irrigation benefits to Uttar Pradesh, and Drinking Water to NCT of Delhi and U.P. Due to regulated releases from the Tehri storage reservoir, the existing downstream hydro projects of the State are also benefiting by way of augmentation in generation at no additional cost to them. THE 400 MW Koteshwar HEP, downstream of Tehri was commissioned in 2011-12. The 1,000 MW Tehri Pumped Storage Plant, which is under construction, would utilize the Tehri and Koteshwar reservoirs as the upper and lower reservoirs. In addition to the 2,400 MW Tehri Hydro Complex, THDCIL is implementing the 444 MW VishnugadPipalkoti Hydro Electric Project (VPHEP) on the river Alaknanda in Uttarakhand. THDCIL is also implementing 24 MW Dhukwan Small Hydro Project on the Betwa River in Uttar Pradesh. In addition, there are various Hydro Projects of THDCIL under Survey & Investigation/DPR preparation. THDCIL is consistently profit making company since the commissioning of Tehri Dam & HPP in the year 2006-07. The Company has been given a Credit Rating of AA+ by CARE on the Borrowings and the CARE will be one of the Crediting Rating Agency for the proposed issue of Bond. Government of UP has allotted Khurja Super Thermal Power Plant (2X660 MW) in BulandshaharDistt to THDCIL for implementation. Towards diversification of the company into Renewable Energy areas, THDCIL commissioned 50 MW Wind Power Project at Patan, Gujarat. THDCIL has signed MoU with Solar Energy Corporation of India (SECI) for setting up Grid Connected Solar Power Projects up to 250 MW capacity. THDCIL has also signed a tripartite agreement with SECI and Kerala State Electricity Board for development of 50 MW Solar project in Distt. Kasaragod, Kerala. Under India-Bhutan Co-operation in hydro Sector development, THDCIL is involved in implementation of Bunakha HEP (180 MW) as a Joint Venture Project. The Company has also taken up work of updation of DPR of Sankosh HEP (2585 MW) in Bhutan as a consultancy assignment. The Company has made financial tie-ups with the World Bank, Nationalised Commercial Banks and other Foreign Financial Institutions for funding its ongoing Capital Projects. THDCIL has obtained ISO 9001:2008 Certificate of Quality Management System, ISO 14001-2004 Certification (Environment Management System) and ISO 18001:2007 (Occupational Health and Safety Management System) Certification for Corporate Office, Rishikesh, Tehri HPP, Tehri PSP, Koteshwar HEP and VishnugadPipalkoti HEP. Detailed status of the Company can be seen from THDCIL website:www.thdc.co.in.

OUR GENERATION BUSINESS

Our core business operations involve the generation and sale of hydroelectricity. Our projects are spread across different stages of development from the early stages of survey and investigation to operation and maintenance.

The GoI and the State Government identify the geographic areas where additional electricity is needed by determining existing and projected installed capacity and projected demand for electricity. Factors such as economic growth, population growth and industrial expansion areused to determine projected demand. To gauge the expected supply of electricity, the capacities of the existing power stations and the projects under construction or development are studied. Before Initiation of any hydropower project, project developer/proponent has to obtain consents of respective State Governments(s). As per Govt. of India three stage development process for the hydro projects developmentis as under:

Stage-I: Preparation of Pre-Feasibility Report/Feasibility Report.

Stage-II: During this stage Detailed Project Report and EIA/EMP report submitted for obtaining various

clearances from the concerned Ministry/agency.

Stage-III: Final sanction and project construction

http://www.thdc.co.in/


12

The hydroelectric project proposal is presented to the CCEA for its final sanction. After receiving the sanction of the CCEA, Major works related to construction of the project are awarded and construction can begin at the project site.

OPERATIONAL PERFORMANCE Energy Generation and Plant Availability Factor (PAF) of Tehri and Koteshwar Plants are as follows:

GENERATION IN MILLION UNITS

As on 31 March 2016

2011-12

2012-13 2013-14 2014-15 2015-16

Tehri HPP (1000 MW)

3983.66 3101.98 4060.00 3004.00 3101.77

Koteshwar HEP (400 MW)

607.6 1164.05 1522.00 1210.17 1247.21

PLANT AVAILABILITY FACTOR IN PERCENTAGE.

2011-12

2012-13 2013-14 2014-15 2015-16

Tehri HPP (1000 MW)

85.64 81.993 87.028 83.39 81.295

Koteshwar HEP (400 MW)

77.00 74.379 70.320 67.97 70.192

DETAILS OF PROJECTS

UNDER OPERATIONS

S No. Project State Installed

Capacity (MW) Total

Capacity (MW)

Year of Commission

1 TEHRI DAM & HPP (STAGE-1) Uttrakhand 4*250 1000 2006-07 2 KOTESHWAR HYDRO POWER

PROJECT Uttrakhand 4*100 400 2011-2012

3. WIND POWER PROJECT AT PATAN

Gujrat 25*2 50 2016-17

Total 1450

UNDER CONSTRUCTION

S No. Project State Installed Capacity (MW)

Total Capacity

(MW) 1 VISHNUGAD PIPALKOTI

H.E.PROJECT Uttrakhand 4*111 444

2 TEHRI PUMPED STORAGE PLANT Uttrakhand 4*250 1000 3 DHUKWAN SHP Uttar Pradesh 3*8 24 4. SOLAR POWER PROJECT Kerala - 50 Total 1518


13

PROJECTS UNDER SURVEY AND INVESTIGATION S No. Project State Installed

Capacity (MW) Total

Capacity (MW)

1 KHURJA SUPER THERMAL POWER PROJECT

Uttar Pradesh 2*660 1320

2 JHELAM TAMAK H.E. PROJECT Uttrakhand 3*36 108 3 MALARI JHELAM H.E. PROJECT Uttrakhand 2*32.5 65 4 GOHANA TAL H.E PROJECT Uttrakhand 4*12.5 50 5 KARMOLI H.E. PROJECT Uttrakhand 2*70 140 6 BOKANG BAILING H.E. PROJECT Uttrakhand 3*110 330 7 JADHGANGA H.E. PROJECT Uttrakhand 2*25 50 8 MALSHEJ GHAT PSS Maharastra 2*350 700 9 HUMBARALI PSS Maharastra 2*200 400

10 BUNAKHA H.E. PROJECT Bhutan 3*60 180 Total 3343

FINANCIAL THDC was incorporated with the authorized capital of Rs. 1200 Cr. which has now risen to ` 4000 Cr. Financial Participation for the equity portion between Govt. of Indsia (GoI) and Govt. of Uttar Pradesh (GouP) is in the ratio of 3:1. Paid up Capital of corporation is ` 3558.88 Cr. as on 31.03.2016. As per the terms and conditions of prevailing tariff regulations dated 21st Feb, 2014 issued by the CERC, valid for a period of 5 years from 1stApril 2014, the Debt/Equity ratio of generating companies has been specified at 70:30 (except for already operational plants where the historical ratio has been accepted). THDC is consistently making profit since 2006-07. THDCIL has registered increase in Gross Revenue Earned as well as Profit After Tax (PAT) in FY 2015-16 .There is also increase in the % of PAT to Gross Revenue in the FY 2015-16. The position of Gross Revenue, Profit After Tax (PAT) and % change in PAT to Gross Revenue is tabulated below:

( ` In Cr.) Particulars 2015-16 2014-15 Increase

Gross Revenue 2479.7 2407.9 718. PAT 809.0 691.1 117.9

PAT % to Gross Revenue 32.62% 28.70% 3.96% Our main objects as contained in our Memorandum of Association are:

1. Development ofConventional / Nonconventional/ RenewableSources of Energy and RiverValley Projects. To plan, promote and organise an integrated and efficient development of Conventional /Non-conventional/ Renewable sources of Energy and River Valley Projects, in India and abroad including planning, investigation,research, design and preparation of preliminary, feasibility and Detailed of Project Reports, Construction of such Power Stations and Project (including consequential environmental protection, afforestation and rehabilitation works), Generation, Transmission and Distribution of Power.

2. Agent of Government/ Public Sector Financial Institutions. To act as an agent of Government/ Public Sector Financial nstitutions, to exercise all the rights and powers exercisable by any Company engaged in any of the activities as listed in Clause 1(a) above and in any other infrastructure projects.

3. Trading and other business. To engage in the business of purchasing, selling, importing, exporting, trading or otherwise dealing in power and ancillary activities to operate, maintain and manage all forms of power plants and stations including transmission lines, both in India and abroad.

4. Research & Development and Consultancy Services. To promote and organize research and development or to carry on consultancy services in the field of powergeneration, power supply, trading, conservation of electricity and other related activities of the Company.

5. Promotion, Coordination and control of subsidiaries. To promote, form and register and aid in the promotion,formation, registration of any company, subsidiary or otherwise, and to coordinate their activities, to determine their economic and financial objective / targets and to review, control guide and direct their performance with a view to secure optimum utilization of all resources placed at their disposal.


14

(ii) CORPORATE STRUCTURE:-


15

(iii) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 5 AUDITED YEARS:-

(a) STANDALONE BASIS:

Parameter FY. 2015-16 (` in Crores)

FY. 2014-15 (`Rs. in Crores)

FY. 2013-14 (` in Crores)

For Non-Financial Entities Net Worth 8416.86 7838.31 7331.24 Total Debt: Long Term Borrowings 3497.92 3275.66 3070.82 Current Maturities of long term loans 384.31 434.36 524.80 Other Long term Liabilities 223.84 230.94 233.02 Long Term Provisions 327.33 322.46 223.38 Short Term Borrowings 36.78 436.34 633.59 Net Fixed Assets 7509.20 7956.72 8434.90 Total Non-Current Assets 11217.30 10502.43 10451.74 Cash and Cash Equivalents 75.95 41.35 77.42 Current Investment 0.00 0.00 0.00 Current Assets 2331.84 2574.34 1901.47 Total Current Liabilities 1083.19 1409.40 1494.75 Net Sales 2466.49 2397.16 2066.70 EBITDA 1709.45 1660.69 1677.46 EBIT 1216.68 1176.83 1196.24 Interest 328.87 438.78 530.27 PAT 809.02 691.15 595.32 Dividend amounts 162.00 140.00 0.00 Current Ratio 2.15 1.83 1.27 Interest Service Coverage Ratio 3.70 2.68 2.25 Gross Debt Equity Ratio 0.61 0.67 0.69 Debt Service Coverage Ratio 2.27 1.83 1.69 DEBT EQUITY RATIO PRIOR TO AND AFTER ISSUE OF DEBT SECURITIES Before the issue of debt securities (31.03.2016) 1.04 After the issue of Debt Securities (iv) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS:-

Scheme wise funding for 2015-16 (BE) (Rs. in Crore) Sl

No. Particular KHEP Tehri PSP VPHEP Dhukwan

HEP New

Project Total

I GBS 0.00 0.00 30.00 0.00 0.00 30.00 External

Assistance through budget from MNRE

0.00 0.00 0.00 2.92 0.00 2.92

I TOTAL 0.00 0.00 30.00 2.92 0.00 32.92 II Internal

Resources 64.84 0.00 50.60 35.35 319.02 469.81

III Loans Commercial

Loan 0.00 587.23 0.00 0.00 0.00 587.23

Foreign Loan 0.00 176.81 333.02 0.00 0.00 501.83 Total Loan 0.00 764.04 333.02 0.00 0.00 1097.06 Grand Total

(I+II+III) 64.84 764.04 413.62 38.27 319.02 1599.79


16

Note: As per CCEA approval and CERC guidelines the above projects are to be financed in the debt equity ratio of 70:30. (v) SUBSIDIARIES OF THE COMPANY (If any): THDCIL has no subsidiaries (C) A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF ITS FOLLOWING ACTIVITIES:- (i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END (31.03.2016):-

Particulars Rs. In Crore

Authorised Share Capital 40000000Equity Shares of Rs. 1000each

4000.00

Issued, Subscribed& Fully Paid up 35588827 Equity Shares of Rs. 1000 each

3558.88

(ii) CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE LAST FIVE

YEARS:-

Date of change (AGM/EGM) Amount (Rs. in Crore)

Particulars

Amount (In Cr.) 3297.58 31.05.2012 45 Increase in Issue Share Capital 30.11.2012 89.45 28.02.2013 11.06 27.03.2014 30 3473.09 Increase in Issue Share Capital 26.06.2014 15 3528.88 Increase in Issue Share Capital 17.10.2014 25 13.02.2015 15.79 23.05.2015 5.00 3558.88 Increase in Issue Share Capital 22.09.2015 16.8235 22.12.2015 81.765

(iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END, FOR THE

LAST FIVE YEARS:- Date of Allotment

No of Equity

Shares

Face Valu

e

(Rs.)

Issue Price (in Rs.)

Considerati

on

(Cash,

other than

cash, etc)

Nature of Allotment

Cumulative No. of

Equity

Shares

Cumulative

Equity

Shares capital

(Rs.)

Cumul

ativ

e Equ

ity Sha

res Pre

miu

m

(in Rs.)

Remar

ks

31.05.2012 45000 1000 45000000 Cash Allotment to President of India

33425817 33425817000

Nil


34320317 34320317000

Nil

28.02.2013 110600 1000 110600000 Cash Allotment to Governor of U.P

34430917 34430917000

Nil


34730917 34730917000

Nil


34880917 34880917000

Nil


35130917 35130917000

Nil


35288817 35288817000

Nil


35338817 35338817000

Nil


17


35507052 35507052000

Nil


35588817 35588817000

Nil

(iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR: - NIL (v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR: -

Type of Event Date of Announcement Date of Completion Details NIL NIL NIL NIL

(D) DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END (31.12.2014)

(i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END (31.03.2016)

Sl. No.

Particulars Total No. of Equity

Shares

No. of Shares in

demat form

No. of Shares in Physical

form

Total Shareholding as % of total no. of

equity shares 1. President of India 26239417 0 26239417 73.50

2. Governor of UP 9349400 0 9349400 26.50

3. Resident Individuals 10 0 10 0.00

Notes: - Shares pledged or encumbered by the promoters (if any) NIL (ii) LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END (31.03.2016)

Sl. No.

Particulars Total No. of

Equity Shares

No. of Shares in

dematform

No. of Shares in Physical

form

Total Shareholding as % of total no. of

equity shares

1. President of India 26239417 - 26239417 73.50

2. Governor of UP 9349400 - 9349400 26.50

3. Shri R.S.T. Sai 01 - 01 0.00

4. Shri Raj Pal 02 - 02 0.00

5. Shri Sanjay Agarwal 02 - 02 0.00

6. Shri Deepak Singhal 02 - 02 0.00

7. ShriD.V.Singh 01 - 01 0.00

8. Shri S.K. Biswas 01 01 0.00

9. Shri Sridhar Patra 01 01 0.00

Total 35588827 35588827 100.00

(E) FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:- (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY *

Sl. No.

Name/Designation/DIN Age Address Director of the

Company since

Other Directorships

1 Shri R.S.T. Sai Chairman & Managing

59 Banglow 4/2 THDC Colony Pragatipuram

(CMD w.e.f. 05.05.2005)

NO


18

Director Occupation: Services Din: 00171920

by-pass Road Rishikesh-249201

2 Deepak Singhal Principal secretary (Irrigation), Group Govt Nominee Directors Occupation: Services Din: 00957347

57 D-7, Sector-30, Noida Dist. GautamBudh Nagar (UP) Noida-201301

26.08.2014 U.P PROJECTS CORPORATION LIMITED

3 Smt. AnjuBhalla Govt. Nominee Director Occupation: Services Din: 06981734

53 140, Block-A Pandara Road New Delhi-110003

01.07.2015 Loktak Downstream Hydroelectric Corporation Limited

4 Shri D.V. Singh Director (Technical) Occupation: Services Din: 03107819

55 IV/2 THDC Colony Pragatipuram by-pass Road Rishikesh-249201

12.05.2010 NO

5 Shri S. K. Bishwas, Director (Personal) Occupation: Services Din: 06429112

58 IV-II THDC Colony Pragatipuram by-pass Road Rishikesh-249201

01.11.2012 NO

6 Shri Sridhar Patra, Director (Finance) Occupation: Services Din: 06500954

52 EN-23, MRPL Township, Post- Kuthethoor, VIA- Katipalla Mangalore- 575003 Karnataka, India

01.08.2013 NO

7 Shri Mohan GaonwasiRawat Independent Director Occupation: Services Din:07358224

68 Jhalimali Devi Ashram KyunkaleshwarPauri Garhwal-246201

22.12.2015 NO

8 ShriBachi Singh Rawat Independent Director Occupation: Services Din:07358086

67 KarayalJaulasal Po Anandhpur Near Birla School, Haldwani Nainital-263139

22.12.2015 NO

9 ShriMaharaj Krishna Pandit Independent Director Occupation: Services Din:01420520

58 B-144 PalamExtention Part-I Sector-7 Dwarka New Delhi-110045

22.12.2015 NO

To the best of the knowledge of THDCIL, Names of none of the current directors are appearing in the RBI defaulter list and/or ECGC default list (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS: Sr. No

Name Date of Appointment Date of cessation

1 Mr. G. SAI PRASAD 30.11.2011 Ceased to be Director on 31.10.2013

2 Mr. RAJPAL 01.11.2013 Ceased to be a Director on

30.06.2015

3 Mr. RAJIB SEKHAR SAHOO 9.11.2011 Ceased to be Director on 8.11.2014


19

4 Mr. O.P. GAHROTRA 16.03.2012 Ceased to be Director on 23.05.2015

5 Mr. S.C. SAXENA 17.11.2011 Ceased to be Director on 16.11.2014

6 Mrs. ANJU BHALLA

01.07.2015 Continuing

7 Mr. DEEPAK SINGHAL

26.08.2014 Continuing

8 Mr. MOHAN GAONWASI RAWAT

22.12. 2015 Continuing

9 Mr. BACHI SINGH RAWAT


10 Mr. MAHARAJ .K. PANDIT


11 Mr. SANJAY AGARWAL 26.06.2014 Ceased to be Director on 20.04.2016

(F) FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:- (i) DETAILS OF THE AUDITOR OF THE COMPANY FOR THE LAST 3 FY-

Name Address FINANCIAL YEAR PD AGRAWAL & CO 364 A, GOVIND PURI, HARDWAR,

HARDWAR RISHIKESH ROAD, HARDWAR-249403 (Uttrakhand)

2015-16

M/s BHATIA & BHATIA 81,HEMKUNT COLONY,LEVEL-1 Opp NEHRU PLACE, NEW DELHI-110048

2014-15

M/s BHATIA & BHATIA 81,HEMKUNT COLONY,LEVEL-1 Opp NEHRU PLACE, NEW DELHI-110048

2013-14

Being a Government Company, the statutory auditors of the Issuer are appointed by the Comptroller and Auditor General of India (CAG). The annual accounts of the issuer are reviewed by CAG and a report is published.

(ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS:-

Name Address Date of Appointment

Auditor of the Company for Financial Year

Remarks (Appointment ref no.)

PD AGRAWAL & CO 364 A GOVIND PURI HARDWAR, HARDWAR RISHIKESH ROAD, HARDWAR-249403 (Uttrakhand)

06.07.2015 From 2015-16

till Present

Appointed by C&AG of India vide letter no CA.V/COY/CENTRAL GOVERNMENT, Tehri IH(1)/111 dated 06.07.2015

M/s BHATIA &BHATIA

81,HEMKUNT

COLONY,LEVEL-1 Opp NEHRU PLACE, NEW

DELHI-110048.

30.07.2014 2014-15 Appointed by C&AG of India vide letter no CA.V/COY/CENTRAL GOVERNMENT, Tehri IH(1)/182 dated 30.07.2014


20

M/s BHATIA &BHATIA

81,HEMKUNT

COLONY,LEVEL-1 Opp NEHRU PLACE, NEW

DELHI-110048,

13.08.2013 2013-14 Appointed by C&AG of India vide letter no CA.V/COY/CENTRAL GOVERNMENT, Tehri IH(1)/407 dated 13.08.2013

Being a Government Company, the statutory auditors of the Issuer are appointed by the Comptroller and Auditor General of India (CAG). The annual accounts of the issuer are reviewed by CAG and a report is published.

(G) DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END (31.03.2016) (i) DETAILS OF SECURED LOAN FACILITIES AS ON (31.03.2016)

Name of Lenders

Type of facility

Sanctioned Amount

Loan outstanding

as on 31.03.2016

Interest and Repayment Schedule

Security

Power Finance Corporation

Term loan

` 1860Crore ` 677.08 Cr. Floating rate as applicable on PFC site 40 Quarterly installments.

Long term loan secured by first charge on pari-passu on assets of Tehri Stage-I i.e. Dam, Power House civil construction, power house electrical and Mechanical equipment not covered under other borrowing and project township of Tehri Dam and HPP together with all rights and interest pertaining thereto.

Rural Electrification Corporation (REC)

Term loan

` 1860Crore `585.36 Cr Floating rate as applicable on REC site 60 Quarterly installments

Long term loan secured by first charge on pari-passu on assets of Tehri Stage-I i.e. Dam, Power House civil construction, power house electrical and Mechanical equipment not covered under other borrowing and project township of Tehri Dam and HPP together with all rights and interest pertaining thereto.

Power Finance Corporation

Term loan

` 1170Crore `672.75 Cr. Floating rate as applicable on PFC site 40 Quarterly installments.

1st charge on paripassu basis on assets of Koteshwar HEP.

Rural Electrification Corporation (REC)

Term loan

` 747 Crore ` 437.96 Cr. Floating rate as applicable on REC site 40 Quarterly installments.

1st charge on paripassu basis on assets of Koteshwar HEP.

SBI Consortium

Term loan

` 1500 Crore `1166.32 Cr. Interest MCLR rate + 1.2% margin 40 equal quarterly installments.

1st charge on paripassu basis on assets of Tehri PSP.

Societe Generale

Term loan

EURO 83868941

Not Drawn 6 Months EURIBOR+1.80% (Margin) per annum 30 equal half yearly installments

Immovable properties by way of mortgage by deposit of the title deed (constructive delivery) over 9.65 acres of Land situated at village Chopra Uttarakhand on pari-passu basis.

Punjab National Bank

OD ` 1000 Crore ` 36.78 Cr. Interest rate @ MCLR rate Renewal every year .

2nd charge on block of assets of Tehri Stage-I and Koteshwar HEP including machinery, spares, tools and accessories, fuel stock, spares and material at Project site.

(ii) DETAILS OF UNSECURED LOAN FACILITIES AS ON (31.03.2016)

Lender's Name Type of Facility

Amount Sanctioned

Amount Disbursed

Principal Amount Outstanding

Repayment Date / Schedule

World Bank Loan Term loan 648 million US$

` 342.75 Crore ` 342.75 Crore Interest rate @ LIBOR plus variable spread.Repayment within 46 half yearly installments. Unsecured loan with negative lien on the equipment financed under the loan ranking paripassu.


21

(iii) DETAILS OF NCDS :- (AS ON 31.03.2016)

Debenture Series

Tenor/periodof Maturity

Coupon

Amount

Date of Allotment

Redemption on Date/Schedule

Credit Rating

Secured/ Unsecured

Security

NIL NIL NIL NIL NIL NIL NIL NIL NIL (iv) LIST OF TOP 10 DEBENTURE HOLDERS (AS ON 31.03.2016)

Sl. No.

Name of Debenture Holders Amount in Rupees

NIL NIL NIL

(v) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED.

LIST OF BANK GURANTEES

S.No. BG No. Beneficiary Name

Open Date

Exp Date Claim Exp Date

Outstanding (in Rs.)

1 3714ILG

000814

Honorable

High Court of Uttrakhand,

Nainital

19-03-

2014

23-01-2015 23-02-2015 2926000 It has been extended up

to 23/01/2017 in respect of P D Vyas

23-01-2016 23-01-2016

23-01-2017 23-02-2017

2 3714ILG

002014

RPF

Commissioner, Uttrakhand

Dehradun

25-06-

2014


to 23/06/2017 in respect of RPFC

23-06-2016 23-06-2016

23-06-2017 23-06-2017

3 3714ILG

002214

RPF

Commissioner, Uttrakhand

Dehradun

25-06-

2014


to 23/06/2017 in respect of RPFC

23-06-2016 23-06-2016

23-06-2017 23-06-2017

Grand Total 37058557

(vi) DETAILS OF COMMERCIAL PAPER:- THE TOTAL FACE VALUE OF COMMERCIAL PAPERSOUTSTANDING AS ON THE LATEST QUARTER END TO BE PROVIDED AND ITS BREAKUPIN FOLLOWING TABLE:

Maturity date Amount outstanding NIL NIL

(vii) DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES) AS ON 31.12.2014:- Party Name (in case of Facility) / Instrument Name

Type of Facility / Instrument

Amount Sanctioned

/ Issued

Principal Amt outstanding

Repaym ent Date / Schedule

Credit Rating

Secured / Unsecured

Secur Ity

NIL NIL NIL NIL NIL NIL NIL NIL


22

(viii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS.

The payment of interest & Principal is being done in a timely manner on the respective due dates. There has never been any delay in servicing interest and principal repayment in the past since incorporation of THDCIL. (ix) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION;

(H) DETAILS OF PROMOTERS OF THE COMPANY:- i. DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END:-

Sl. No.

Name of the Shareholders

Total No. of Equity Shares

No. of shares in

demat form

Total shareholding as % of total no. of equity

shares

No. of Shares

Pledged

% of Shares

pledged with

respect to shares owned

1. President of India 26239417 0 73.50 0 0

2. Governor of UP 9349400 0 26.50 0 0

(I) ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION ( LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY. * Please refer Annexure 1 attached elsewhere in this disclosure document. (J) ABRIDGED VERSION OF LATEST AUDITED/ LIMITED REVIEW HALF YEARLY

CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, AND BALANCE SHEET) AND AUDITORS QUALIFICATIONS, IF ANY.

Not Applicable (K) ANY MATERIAL EVEBT / DEVELOPMENTS CHANGE HAVING IMPLICATIONS ON THE

FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTORS DECISION TO INVEST / CONTINUE TO INVEST INTHE DEBT SECURITIES.

The Issuer hereby confirms that there has been no material event, development or change having implications on the financials/ credit quality of the Issuer L(e.g. any material regulatory proceedings against the Issuer/ promoters of the Issuer, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the Issue or the investors decision to invest/ continue to invest in the debt securities of the Issuer. (L) THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT

TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER


23

FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES.

In accordance with the provisions of (i) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended, (ii) Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, and CIR/IMD/DF/18/2013 dated October 29, 2013 and the Securities And Exchange Board of India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2014 issued vide circular No. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued vide circular No. SEBI/LAD-NRO/GN/2015-16/013(iii) the Companies Act, 2013 and (iv) Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Issuer has appointed VISTARA ITCL India Ltdto act as Trustees (Trustees) for and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustees are as under: DEBENTURE TRUSTEE:

Name : VISTARA ITCL India Ltd. Address : A 268 1st Floor BhishmaPitamahMarg

New Delhi -110014 Tel No : 91 22 2659 3535 Fax No : 91 22 2653 3297

Email id : [email protected] The Companyhereby undertakes that a Trust Deed shall be executed by it in favour of the Trustees within three months of closure of the Issue. The Trust Deed shall contain such clauses as may be prescribed under Companies Act, 2013, Companies (share capital and Debenture) Rule, 2014 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Bond Trustees) Regulations, 1993. Further the Trust Deed shall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of the Trustees or the Company in relation to any rights or interests of the holder(s) of the Bonds, (ii) limiting or restricting or waiving the provisions of the Securities and Exchange Board of India Act, 1992 (15 of 1992); Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and circulars or guidelines issued by SEBI, (iii) indemnifying the Trustees or the Company for loss or damage caused by their act of negligence or commission or omission. The Bond holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the holder(s) of the Bonds. Any payment made by the Company to the Trustees on behalf of the bond holder(s) shall discharge the Company pro tanto to the bond holder(s). The Trustees shall protect the interest of the bond holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Company. No bond holder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. In the event of Company defaulting in payment of interest on Bonds or redemption thereof, any distribution of dividend by the Company shall require approval of the Trustees. The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the Debenture Trusteeship Agreement, the Deed of Hypothecation,DraftDisclosure document and all other related transaction documents, with due care, diligence and loyalty. The Trustees shall be vested with the requisite powers for protecting the interest of holder(s) of the Bonds including but not limited to the right to appoint a nominee director on the Board of the Issuer in


24

consultation with institutional holders of such Bonds. The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the Bonds. (M) THE DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE

DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED.

AA+ by Credit Analysis & Research Ltd.& AA+ with stable outlook by India Ratings and Research Private Limited have been assigned for the current issue of Bonds.

Other than the credit ratings mentioned hereinabove, Issuer has not sought any other credit rating from any other credit rating agency for the Bonds offered for subscription under the terms of this Disclosure document The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. Copy of Rating Letter and Rating rationaleare enclosed elsewhere in this Disclosure document. (N) IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER

DOCUMENT / LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE (PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITH TIMELINES); THE SAME SHALL BE DISCLOSED IN THE OFFER DOCUMENT.

Not Applicable (O) COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL BE DISCLOSED. Copy of letterfromVISTARA ITCL India Ltdconveying their consent to act as Trustee for the current issue of Bonds is enclosed elsewhere in this Disclosure document. (P) NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE

PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE. The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the NSE/BSE. The Company shall obtain an in-principle approval from the NSE/BSE for listing of said Bonds on its Wholesale Debt Market (WDM) Segment. In pursuance of SEBI Debt Regulations, the Issuer shall make listing application to NSE within 15 days from the Deemed Date of Allotment of Bonds and seek listing permission within 20 days from the Deemed Date of Allotment of Bonds. In the event of delay in listing of Bonds beyond 20 days from the Deemed Date of Allotment, the Issuer shall pay penal interest of 1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the Bondholder(s). In connection with listing of Bonds with NSE/BSE, the company hereby undertakes that:

(a) It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement

with NSE/BSE.

(b) Ratings obtained by the company shall be periodically reviewed by the credit rating agencies and any revision in the rating shall be promptly disclosed by the company to NSE/BSE.


25

(c) Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as NSE/BSE may determine from time to time.

(d) The company, the Trustees and NSE/BSE shall disseminate all information and reports on Bonds including compliance reports filed by the company and the Trustees regarding the Bonds to the holder(s) of Bonds and the general public by placing them on their websites.

(e) Trustees shall disclose the information to the holder(s) of the Bonds and the general public by issuing a press release in any of the following events:

a. default by the company to pay interest on Bonds or redemption amount; b. revision of rating assigned to the Bonds; c. Failure to create charge on the assets.

(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees,

company and NSE/BSE.

(g) The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time. Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustees and the Trustees shall be obliged to share the details so submitted with all Qualified Institutional Buyers (QIBs) and other existing Bondholder(s) within two working days of their specific request.

(Q) OTHER DETAILS:

(i) DRR CREATION The Company shall create a Debenture Redemption Reserve for the purpose of redemption of Debentures/Bonds, as applicable, in accordance with the provisions stated in the Companies Act 2013 read with the Companies (Share Capital and Debentures) Rules, 2014.

(ii) ISSUE/INSTRUME`NT SPECIFIC REGULATIONS - RELEVANT DETAILS (COMPANIES ACT, RBI GUIDELINES, ETC).

1. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012) and CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013 and The Securities and Exchange Board of India (Issue and Listing of Debt Securities) (amendment) regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014 and section 42 of the companies act, 2013 and the companies (prospectus and allotment of securities) rules, 2014and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued vide circular No. SEBI/LAD-NRO/GN/2015-16/013.

2. The Companies Act, 2013 to that extend applicable and notified.

3. The Companies Act, 1956 provisions to the extent not replaced by notifications w.r.t Act of 2013 (18 of 2013)

4. Income Tax Act, 1961 &Income Tax Rules, 1962,

5. Indian Trust Act, 1882

6. Companies (Share Capital and Debentures) Rules, 2014. (iii) APPLICATION PROCESS.

WHO CAN APPLY The following categories are eligible to apply for this private placement of debentures:


26

1. Applications by QUALIFIED INSTITUTIONAL BUYERS (QIBS):

Public Financial Institutions as defined in Section 2(72) of the Companies Act 2013; Alternative Investment Funds; Scheduled commercial banks; Mutual Funds registered with SEBI; State industrial development corporations; Insurance companies registered with the Insurance Regulatory and Development Authority; Provident funds with a minimum corpus of Rs. 25 crore; Pension funds with a minimum corpus of Rs. 25 crore; The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23,

2005 of the GoI,published in the Gazette of India; Insurance funds set up and managed by the army, navy, or air force of the Union of India; and Insurance funds set up and managed by the Department of Posts, India,subject to such being

authorized to invest in the Bonds. 2. Applications by NON - QIBS:

Companies and Bodies Corporate authorized to invest in bonds/ debentures;

Other Banks authorized to invest in bonds/ debentures; Gratuity Funds and Superannuation Funds; Provident Funds and Pension Funds with corpus of less than Rs. 25.00 crore; Societies authorized to invest in bonds/ debentures; Registered Trusts authorized to invest in bonds/ debentures; Statutory Corporations/ Undertakings established by Central/ State legislature authorized to

invest in bonds/debentures; Limited liability partnerships, Partnership firms formed under applicable laws in India in the

name of thepartners.

However, out of the aforesaid class of investors eligible to invest, Disclosure document and FORM PAS-4 is intended solely for the use of the person to whom it has been sent by THDCIL(The ISSUER)for thepurpose of evaluating a possible investment opportunity by the recipient(s) in respect of thesecurities offered herein, and it is not to be reproduced or distributed to any other persons(other than professional advisors of the prospective investor receiving this Disclosure documentand FORM PAS-4 from THDCIL(The ISSUER). All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in the issue of Bonds/ Debentures as per the norms approved by Government of India, Reserve Bank of India or any other statutory body from time to time. WHO CANNOT APPLY

Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by

minors must be made through Application Forms that contain the names of both the minor Applicant and

the guardian); Non-resident investors including NRIs, FIIs, QFIs, FPIs and SWFs; Venture Capital Fund and Foreign Venture Capital Investor; Overseas Corporate Bodies; and Person ineligible to contract under applicable statutory/regulatory requirements

Resident Individual Investors; Hindu Undivided Families through Karta;

* APPLICATION BY VARIOUS APPLICANT CATEGORIES *


27

APPLICATION UNDER POWER OF ATTORNEY OR BY LIMITED COMPANIES In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the application form, quoting the serial number of the application form and the Banks branch where the application has been submitted, at the office of the Registrars to the Issue after submission of the application form to the Bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

APPLICATIONS UNDER POWER OF ATTORNEY A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication.

APPLICATION BY PROVIDENT FUNDS, SUPERANNUATION FUNDS, GRATUITY FUNDS & PENSION FUNDS As per MINISTRY OF LABOUR AND EMPLOYMENT NOTIFICATION New Delhi, the 21st November, 2013 S.O. 3450(E). In exercise of the powers conferred by sub-paragraph (1) of prargraph 52 of the Employees Provident Funds Scheme, 1952 and in supersession of the notification of the Government of India in the Ministry of Labour No. S.O. 2125 dated the 9th July, 2003 the Central Government hereby directs that all incremental accretions belonging to the Fund shall be invested in accordance with the following pattern namely:

S. No.

Investment Pattern

Percentage amount

to be invested

(i) (a) Government securities I (b) Other securities II, the principal whereof and interest whereon is fully and unconditionally guaranted by the Central Government or any State Government except those coverd under (ii) (a) below. (c) Units of mutual funds set up as dedicated funds for investment in Government securities and regulated by the Securities and Exchange Board of India; Provided that the exposure to a mutual fund shall not be more than 5% of the total portfolio at any point of time.

Upto 55%

(ii) Debt securities with maturity of not less than three years tenure issued by Bodies Corporate including banks and public financial institutions III

Provided that at least 75% of the investment in this category is made in instruments having an investment grade rating from at least one credit agency. (b) Term Deposit Receipts of not less than one year duration issued by scheduled commercial banks. Provided that the scheduled commercial banks must meet conditions of ; (i) Continuous profitability for immediately preceding three years ; (ii) Maintaining a minimum Capital to Risk Weighted Assets Ratio of 9%; (iii) Having net non-performing assets of not more than 2% of the net advances; (iv) Having a minimum net worth of not less than Rs. 200 crore. (c) Rupee Bonds having an outstanding maturity of at least 3 years issued by

Upto 55%


28

Institutions of the International Bank for Reconstruction and Development, International Finance Corporation and the Asian Development Bank.

The Government of India has, vide its Gazette notification dated 06.03.2003, in partial modification of notification no. F.11 (3-PD/98) dated March 31, 1999 has permitted Provident, Superannuation Funds, Gratuity Funds & Pension Funds to invest up to 30% of incremental accretions in the bonds/securities of public sector companies as defined under Section 2 (36-A) of the Income Tax Act, 1961. THDCIL is a Public Sector Company within the meaning of the said notification as more than 51% of the paid up share capital is held by Government of Uttar Pradesh. The bond issue has the additional credit enhancement of an unconditional and irrevocable guarantee from the Government of Uttar Pradeshfor the repayment of the principal and for the payment of the interest. As per Notification dated July 9, 2003 issued by Ministry of Labour/ ShramMantralaya, Government of India, in exercise of the powers conferred by sub-paragraph (1) of paragraph 52 of the Employees Provident Funds Scheme, 1952 and in Supersession of the Notification of the Government of India in the Ministry of LabourNo.S.O. 1398 dated the 11th July 1998 the Central Government directed funds to invest incremental accretions in these avenues as under: 15%: under category (ii) (b), the Bonds being fully and unconditionally guaranteed by the State Government of Uttar Pradeshfor payment of interest and repayment of principal. 30%: under category (iii) (a), Bonds of Public Sector Companies as defined in Section 2(36-A) of the Income Tax Act, 1961. 30%: under category (iv), for investment at the discretion of the Trustees in the above categories. The applications must be accompanied by certified true copies of (i) Trust Deed/Bye Laws/Resolutions, (ii) Resolution authorizing investment and (iii) specimen signatures of the authorized signatories. Those desirous of claiming tax exemptions on interest on application money are compulsorily required to submit a certificate issued by the Income Tax Officer along with the Application Form. Otherwise Tax Deduction at Source shall be made as per applicable regulations/ laws. For subsequent interest payments, such certificates have to be submitted periodically.

RETIREMENT FUNDS FOLLOWING MINISTRY OF FINANCE GUIDELINES As per the latest notification issued by the Ministry of Finance vide its Notification No- 5 (88)/2006 PR. dated 14th August, 2008 thereby effecting partial modification in the Notification No. 5(53)/2002-ECB & PR dated 24th January, 2005, the pattern of investment to be followed by Non-Government Provident Funds, Superannuation Funds and Gratuity Funds shall be as follows, effective from 1st April, 2009: Upto 55%: in Government Securities the principal whereof and interest whereon is fully and unconditionally guaranteed by the Central Government or any State Government

OR Upto 40%: in Debt securities with maturity of not less than three years tenure issued by Bodies Corporate including banks and public financial institutions(Public Financial Institutions as specified under Section 4A of the Companies Act, 1956.) Enclosure required: The application must be accompanied by certified true copies of (i) Certificate of registration, if registered (ii) Power of Attorney granted to transact business on its behalf (iii) Any official valid document to identify the trustees, selectors, beneficiaries and those holding Power of Attorney, founders/managers/ foundation/ association (v) Telephone bill and (iv) PAN (otherwise exemption certificate issued by IT authorities).

APPLICATION BY NON-BANKING FINANCE COMPANIES (NBFCS)/ RESIDUARY NON-BANKING FINANCE Companies (RNBFCs) As per Circular No. DFC (COC) No. 2/02.04/96-97 dated July 24, 1996 issued by the Reserve Bank of India, NBFCs and RNBFCs are required to invest, inter alia, up to 10% of their


29

Deposits in Government Guaranteed Bonds to meet their liquidity requirements. The Reserve Bank of India has vided its Circular No: DFC.121/ED/ (G)-98 dated January 31, 1998 has specified that NBFCs are required to maintain liquid assets of 15.00% on and from April, 26 1999. The applications must be accompanied by certified true copies of (I) Memorandum and Articles of Association (ii) Power of Attorney (iii) resolution authorizing investment and containing operating instructions (iv) specimen signatures of authorized signatories. Application by Insurance Companies As per Circular No. 32(I)/INVT/93 dated September 20, 1994 issued by Insurance Division, Department of Economic Affairs, Ministry of Finance, Government of India; Insurance companies are required to invest up to 10% of their net surplus funds in State Government Securities or Government Guaranteed bonds. The applications must be accompanied by certified true copies of (i) Memorandum and Articles of Association/ Other documents governin

thdc india ltd - bombay stock exchange section 42 of the companies act, 2013 and the companies...

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