private placement of redeemable listed non …

(This is an offer letter is prepared 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 and circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, SEBI Listing regulations dated May 11 2009 vide circular No. SEBI/IMD/BOND/1/2009/11/05, Relevant

provisions of Companies Act 2013 and as per PAS -4 of Companies (Prospectus and Allotment of Securities) Rules, 2014)

PRIVATE PLACEMENT OF REDEEMABLE LISTED NON-CONVERTIBLE TAXABLE BONDS OF RS 10, 00, 000/- (RUPEES TEN LAC ONLY) EACH AT PAR AGGREGATING TO RS 399.70 CRORES (RUPPEES

THREE HUNDRED NINETY NINE CRORE AND SEVENTY LAKH ONLY)

RAJASTHAN RAJYA VIDHUT PRASARAN NIGAM LIMTED

(wholly owned Government of Rajasthan undertaking)

Registered Office: RVPN, Vidyut Bhawan, Jyoti Nagar, Jaipur-05, Rajasthan

Website: http://www.rvpn.co.in

PAS 4 - OFFER LETTER

Credit Rating

‘Brickwork ’has assigned “BWR A+ (SO) (pronounced A plus structured obligation) rating with stable outlook. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. The above ratings are not 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.

Listing

The Redeemable Listed Taxable Non-Convertible Taxable Bonds are proposed to be listed on the WDM segment of Bombay Stock Exchange (BSE).

REGISTRAR TO THE ISSUE

M/s Link Intime India Pvt. Ltd

A-40, 2nd Floor, Near Batra Banquet,

Narayana Industrial Area, Phase-II,

New Delhi- 110 028

Tel. No. 011-51410592

Fax No. 011-51410591

e-mail [email protected]

DEBENTURE TRUSTEE

M/s Allbank Finance Ltd

Allahabad Bank Building,

2nd Floor, 37, Mumbai

Samachar Marg,

Fort, Mumbai - 400 023.

Issue opens on: 2nd March 2015 Issue Closes on: 21st March 2015

SOLE ARRANGER TO THE ISSUE

SPA CAPITAL ADVISORS LTD

25, C-Block Community Centre, Janak Puri, New Delhi - 110 058 Ph - 011-25517371 / 45675588 Fax – 011- 25572763

http://www.rvpn.co.in/

2

ISSUE SCHEDULE

Offer opening Date 02.03.2015

Offer Closing Date 21.03.2015

Deemed Date of Allotment Within 7 working days from date of Issue

closure date

In consultation with Sole Lead Arranger, the issuer reserves the right to pre pone the issue earlier from the

aforesaid date or post pone the issue at its sole discretion without giving any reasons or prior notice.

3

TABLE OF CONTENT

PART -1 GENERAL INFORMATION

1 Name, address, website and other contact details of the company indicating both registered office and corporate office;

10

2 Date of incorporation of the company; 10

3 Business carried on by the company and its subsidiaries with the details of branches or units, if any;

11

4 Brief particulars of the management of the company; 27

5 Names, addresses, DIN and occupations of the directors; 27

7 Details of default, 33

8 Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process;

33

PART - 2 PARTICULARS OF THE OFFER

1 Date of passing of board resolution; 34

2 Date of passing of resolution in the general meeting, authorizing the offer of securities;

34

3 Kinds of securities offered (i.e. whether share or bond) and class of security; 34

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

34

6 Amount which the company intends to raise by way of securities; 34

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

34

8 Proposed time schedule for which the offer letter is valid 55

9 Purposes and objects of the offer; 55

PART - 3 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. 57

PART - 4 FINANCIAL POSITION OF THE COMPANY

1 Capital structure of the company 59

2 Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;

59

3 Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

60

4 A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter;

60

5 Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter;

63

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

63

PART – 5 Declaration 64

Attachments

1. Rating Rationale from Brickworks 65

2. Credit rating letter from Brickworks 68

3. Debenture Trustee Consent letter 69

4

4. Registrar and transfer agent consent letter 70

5. Special resolution 71

6. Board Resolution 72

7. Audited Cash Flows 76

8. Audited Balance Sheet and Profit/Loss Account 78

9. Government Guarantee 82

10 Half yearly financials 83

11 Application form 84

7

FORWARD LOOKING STATEMENTS

This Offer Letter may contain certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as we “believe”, “expect”, “estimate”, “anticipate”, “intend”, “plan” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals are also forward-looking statements. 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: a) General economic and business conditions in India; b) Our ability to successfully implement our strategy, our growth and expansion plans and Technological changes; c) Changes in the value of the Indian rupee and other currency changes; d) Changes in the Indian and international interest rates; e) Changes in laws and regulations; f) Changes in political conditions in India; and By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. In accordance with SEBI requirements, the RVPN Ltd will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.

8

DISCLAIMER

GENERAL DISCLAIMER

This Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared 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 and circular no. LAD-NRO/GN/2012-13/19/5392 dated

October 12, 2012, SEBI Listing regulations dated May 11 2009 vide circular No. SEBI/IMD/BOND/1/2009/11/05,

Relevant provisions of Companies Act 2013 and as per PAS -4 of Companies (Prospectus and Allotment of

Securities) Rules, 2014. This document does not constitute an offer to the public generally to subscribe for or

otherwise acquire the Bonds to be issued by RVPN Ltd (the “Issuer”/ “the Company”) The document is for the

exclusive use of the Individuals/Companies/Institutions to whom it is delivered and it should not be circulated or

distributed to third party (ies). The company certifies that the disclosures made in this document are generally

adequate and are in conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to

take an informed decision for making investment in the proposed Issue.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have

not been recommended or approved by SEBI nor does SEBI 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 to

have 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 document. The issue of Bonds being made on private placement basis, filing of

this document is not required with SEBI. However, SEBI reserves the right to take up at any point of time, with the

RVPN, any irregularities or lapses in this document.

DISCLAIMER OF THE ARRANGER It is advised that the RVPN has exercised self due-diligence to ensure complete compliance of prescribed

disclosure norms in this Disclosure Document. The role of the Arranger in the assignment is confined to marketing

and placement of the bonds on the basis of this Disclosure Document as prepared by the RVPN. The Arranger

have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this

Disclosure Document. The Arranger shall use this document for the purpose of soliciting subscription from

qualified institutional investors in the bonds to be issued by the RVPN on private placement basis It is to be

distinctly understood that the aforesaid use of this document by the Arranger should not in any way be deemed

or construed that the document has been prepared, cleared, approved or vetted by the Arranger; nor do they in

any manner warrant, certify or endorse the correctness or completeness of any of the contents of this 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 RVPN. The Arranger or any of its 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 document.

DISCLAIMER OF THE ISSUER The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material

respects and is not misleading in any material respect. All information considered adequate and relevant about

the Issue and the RVPN 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. The RVPN accepts no responsibility for statements made otherwise than in this Disclosure

Document or any other material issued by or at the instance of the Issuer RVPN and anyone placing reliance on

any other source of information would be doing so at his/her/their own risk.

DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been submitted to the Bombay Stock Exchange Ltd.

(hereinafter referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such

submission of the document with BSE or hosting the same on its website should not in any way be deemed or

9

construed that the document has been cleared or approved by 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

Issuer’s 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 RVPN.

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.

As per extant SEBI guidelines/ regulations filing of this Disclosure Document is not required either with SEBI, RoC

or any other regulatory authority (ies). The present issue of Bonds being made on private placement basis, copy

of this Disclosure Document along with the documents as specified under the head “Material Contracts and

Documents for Inspection” required to be filed with Registrar of Companies (RoC) under Section 60 of the

Companies Act. 1956 shall not be applicable and hence the same has not been delivered to RoC for registration

nor has the same been filed with SEBI for vetting/ comments/ registration

DISCLAIMER IN RESPECT OF JURISDICTION This offer of Bonds is made in India to Resident Individual, 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 authorized under constitution/ rules/ bye-laws to hold bonds in a Board.

Indian Mutual Funds registered with SEBI, Indian Financial Institutions Insurance Companies, Commercial Bank

including Regional Rural Bank and Co-operative Banks (subject to RBI Permission) as defined under Indian laws).

The Disclosure 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 Information Memorandum comes is required to inform

himself about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the

exclusive jurisdiction of the courts at Jaipur alone. All information considered adequate and relevant about the

Issuer Board 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.

10

PART 1 - GENERAL INFORMATION

1. Name, address, website and other contact details of the company indicating both registered office and corporate office;

Name Rajasthan Rajya Vidyut Prasaran Nigam Ltd

Registered Office Vidyut Bhawan, Janpath, Jyoti Nagar

Jaipur-05, Rajasthan

Corporate office Vidyut Bhawan, Janpath, Jyoti Nagar


Website www.rvpn.co.in

CFO & Compliance Officer

Address

Shri N. K. Mathur

Vidyut Bhawan, Janpath, Jyoti Nagar


Phone - 0141-2747037

Fax - 0141-2740066

Email - [email protected] 2. Date of incorporation of the company;

Rajasthan Rajya Vidyut Prasaran Nigam Ltd. (RVPN) was set up, pursuant to the Rajasthan Power Sector Reforms

Act, 1999, as one of the successor companies of Rajasthan State Electricity Board (RSEB) and charged with the

functions of procurement and transmission of power and making bulk supply to the Distribution Companies in the

State of Rajasthan. RVPN was incorporated, as a public limited company, under the Companies Act, 1956. The

assets, properties, liabilities, obligations, proceedings and personnel of erstwhile RSEB, to the extent related to

the functions of RVPN, were transferred on 19th July,2000 as per Rajasthan State Power Sector Reforms Transfer

Scheme, 2000 notified on 19.7.2000, as finalized by subsequent Govt. Notification dated 18.1.2002. Rajasthan

Rajya Vidyut Prasaran Nigam Ltd. is wholly owned by Government of Rajasthan and is a Public Sector Company.

The main objects of the company as set out in its Memorandum of Association are: 1. to acquire, establish, construct, take over, erect, lay, operate, run, manage, hire, lease, buy, sell, maintain, enlarge, alter, work and use, renovate, modernize, electrical transmission lines and/or net work through extra high voltage, high voltage, medium voltage and low voltage lines and associated sub-stations, including Generation activity, distribution centers, cables, wires, accumulators, plants, motors, meters, apparatus, computers and materials connected with Generation, transmission distribution, ancillary services, supply of electrical energy (now only from shared/partnership projects), telecommunication and telemetering equipment 2. to undertake, for and on behalf of others the erection, operation, maintenance, management of extra high voltage, high voltage, medium voltage and low voltage lines and associated sub stations equipment, apparatus and wires, 3. to carry on the business of purchasing, selling, importing, exporting, wheeling, system operation, trading of power, including finalisation of tariff, billing and collection thereon, 4. to execute power purchase Agreements with generating companies, central and State generating stations, regional Electricity Boards, other States, otherwise which the Company may think desirable to obtain and carry out, exercise and comply with the same. Since under the Electricity Act, 2003, a transmission utility is prohibited from entering into or otherwise engaging itself in the business of trading of electricity, beyond the period specified in the Act, RVPN has segregated its power trading function w.e.f. 1.4.2004 thereby limiting its activity to transmission and load despatch, which is now its main object.


mailto:[email protected]

11

3. Business carried on by the company and its subsidiaries with the details of branches or units, if any;

BRIEF BACKGROUND

Incorporation & Status Rajasthan Rajya Vidyut Prasaran Nigam Limited (RVPN) a company under the Companies Act, 1956 and registered with Registrar of Companies as "RAJASTHAN RAJYA VIDYUT PRASARAN NIGAM LIMITED" vide No. 17-016485 of 2000-2001 with its Registered Office at VIDYUT BHAWAN, JYOTI NAGAR, JAIPUR-302005 has been established on 19 July, 2000 by Govt. of Rajasthan under the provisions of the Rajasthan Power Sector Reforms Act, 1999 as the successor company of RSEB. The RERC has granted RVPN a license for transmission and bulk supply vide RERC/Transmission and Bulk Supply License 4/2001 dated 30.4.2001 to function as Transmission and Bulk Supply Licensee in the State. Under the provision of the Electricity Act, 2003, RVPN has been declared as State Transmission Utility (STU) by Govt. of Rajasthan. Section 39(1) of this act, prohibits the STU to undertake business of trading of electricity, however RVPN continued its function of transmission of bulk power from generating stations to inter-phase point of Discoms from 1st April 2004. Now the Distribution Companies are directly contracting with Generating Companies in accordance to the share allocated by the State Government. Rajasthan Power Procurement Cell (RPPC) has been established for purchase of power on behalf of Discoms. RVPN provides the pathway for power within whole of Rajasthan. RVPN owns, builds, maintains and operates the high-voltage electric transmission system that helps to keep the lights on, businesses running and communities strong. RVPN also owns the shared generating projects as representative of erstwhile RSEB. Organization Function & duties After unbundling of RSEB, Rajasthan Rajya Vidyut Prasaran Nigam Limited (RVPN) has been established under companies Act 1956 by Govt. of Rajasthan and registered with Registrar of Companies as "RAJASTHAN RAJYA VIDYUT PRASARAN NIGAM LIMITED" with its Registered Office at VIDYUT BHAWAN, JYOTI NAGAR, JAIPUR-302005. RVPN has been discharging its function as a Transmission Licensee in the State. Under the provision of the Electricity Act, 2003 effective from 10th June, 2003 RVPN has been declared as State transmission Utility (STU) by the State government. Section 39(1) of Electricity Act 2003, prohibits the STU to undertake business of trading of electricity. Further, the State Government had decided that the RVPN would be continuing its function of bulk supply of electricity up to 31st March 2004 under the provisions of the existing license. Thereafter, from 1stApril 2004 the Distribution Companies are directly contracting with the Generating Companies as per the share allocated by the State Government. Currently, RVPN has been discharging wheeling of power and transmission of electricity only. The main functions carried out by RVPN are:- 1. Intra State Transmission of Electricity through Intra State Transmission System 2. Planning and Co-ordination relating to Intra-State Transmission with connected agencies such as CTU, State Govt., GENCO, Licensees, and Regional Power Committees etc. 3. Ensure development of an Efficient, Co-ordinate and Economical System of Intra-State Transmission of Electricity from Generating Stations to Load centers 4. Non-Discriminatory Open Access to its Transmission System on Payment of Transmission Charges Comply with the directions of RLDC and SLDC’s

5. To operate SLDC until any other authority is established by the State Govt.

6. Maintenance of EHV Lines & Grid Sub-stations

7. RVPN undertakes the maintenance of EHV lines and Grid Sub Stations of 400 kV/220 kV/132 kV/66 kV

rating.

12

8. Preparation of Annual Plan

9. Every year Annual Plan for undertaking various EHV works, i.e. laying of new Transmission lines,

construction of Grid Sub Stations and augmentation of existing sub stations, is made

Our agenda of growth RVPN provides the pathway for power within whole of Rajasthan. RVPN owns, builds, maintains and operates the high-voltage electric transmission system that helps to keep the lights on, businesses running and communities strong. RVPN also owns the shared generating projects as representative of erstwhile RSEB.

Our aim is to provide reliable electric transmission service to these customers. As a public utility whose

infrastructure serves as the link in transporting electricity to millions of electricity users

RVPN Business

RVPN is the State Electricity transmission utility. Its revenues comprise transmission and wheeling charges, SLDC

charges, and revenue from sale of power from shared projects. Transmission and wheeling charges are paid by

DISCOMs and open access consumers. Tariffs for transmission and SLDC charges are determined by Rajasthan

Electricity Regulatory Commission (RERC) such that RVPN operates on a no profit - no loss basis.

RVPN’s transmission system is reasonably strong. Its network is as follows:

13

RVPN ongoing projects -:

Annual Expansion Plan

2011 2012 2013

Total Plan 2550 2820 2800

Total Approved Plan 2000 2000 2800

Budgetary support from State Govt.

(20% of plan)

400 400 560

Operational Highlights

Installed Capacity of State owned, Shared Projects (RVPN), Central Sector Projects and others (PP) and allocation

from unallocated quota as on 31st May 2011

19

Power Position in Rajasthan

25

Charges payable for the Open Access on Transmission and Distribution system in Rajasthan: 2012-13

Tariff Order by RVPN The Rajasthan Electricity Regulatory Commission, Jaipur has determined the transmission and SDLC charges of RVPN for the FY11-12. The salient features of tariff are as under -:

26

Particulars FY 11-12

Transmission charges to be recovered from Discoms ( Rs in crs) 1456.3

Transmission tariff ( Rs/ kW/month) 135.95

Transmission loss level for RVPNL (provisionally approved) 4.20%

Transmission tariff for collective power exchange transactions [paise per kWh] 28.74

Transmission tariff for short term open access transactions [Rs/ kW/day] 4.47

SDLC charges for distribution licensees and open access consumers (Rs/kW/ month) 4.24

STOCK MARKET DATA

The Shares of RVPN are not listed on any Stock Exchange. Hence, no Stock market data are available.

27

4. Brief particulars of the management of the company; Organizational structure of RVPN Ltd

5. Board of Directors

Name Designation

and DIN

Age/ Date of Birth

Address

Director of the

Company since

Date of Resignatio

n/ Cessation

Details of other directorship

28

Shri Sanjay Malhotra, IAS CMD (00992744)

14.02.1968

Chairman & Managing Director Rajasthan Rajya Vidyut Prasaran Nigam Limited Vidyut Bhawan, Jyoti Nagar, Jaipur- 302005

29.10.2014

Continue (As per MBP-1 dated 14.11.2014)

1.

RajOnline Limited

2.

Rajasthan State Power Finance Corporation Limited

3.

Rajasthan State Beverages Corporation Limited

4.

Rajasthan Knowledge Corporation Limited

5.

Rajasthan Rajya Vidyut Utpadan Nigam Limited

6.

Jaipur Vidyut Vitran Nigam Limited

7.

Jodhpur Vidyut Vitran Nigam Limited

8.

Ajmer Vidyut Vitran Nigam Limited

Shri Siddharth Mahajan, IAS Director (03349759)

29.08.1976

Special Secretary (Budget) Finance Deopartment, Government of Rajasthan, Secretariat, Jaipur - 302005

13.6.2014


1.

Rajasthan State Power Finance Corporation Limited

2.

Rajasthan Urban Infrastracture Finance and Development Corporation Limited

3.

Rajasthan State Ganganagar Sugar Mills Limited

4.

Jaipur Metro Rail Corporation Limited

5.

Rajasthan Housing Board

6.

Rajasthan Tourism Development Corporation

7.

Rajasthan State Hotels Corporation Limited

8.

Rajasthan Financial Corporation

9.

SPINFED

10

Rajasthan State Food & Civil Supplies Corporation Limited.

Shri Arun Kumar Gupta

10.09.1957

Director (Finance) Rajasthan Rajya Vidyut Prasaran

01.08.2014

Continue (As per MBP-1 dated 1.9.2014) 1.

Rajasthan Rajya Vidyut Utpadan

29

Director (Finance) (06948144)

Nigam Limited Vidyut Bhawan, Jyoti Nagar, Jaipur- 302005

Nigam Limited

2.

Jaipur Vidyut Vitran Nigam Limited

3.

Jodhpur Vidyut Vitran Nigam Limited

4.

Ajmer Vidyut Vitran Nigam Limited

5.

Banswara Thermal Power Company Limited

6.

Barmer Thermal Power Company Limited

7.

Keshoraipatan Gas Thermal Power Company Limited

8.

Lake City Transmission Service Company Limited

9.

Pink City Transmission Service Company Limited

Shri Rajendra Prasad Barwar Director (Operations) (06956745)

15.08.1958

Director (Operations) Rajasthan Rajya Vidyut Prasaran Nigam Limited Vidyut Bhawan, Jyoti Nagar, Jaipur- 302005

13.8.2014


1.

Banswara Thermal Power Company Limited

2.

Barmer Thermal Power Company Limited

3.

Keshoraipatan Gas Thermal Power Company Limited

4.

Lake City Transmission Service Company Limited

5.

Pink City Transmission Service Company Limited

Shri Dwarka Prasad Gupta Director (Technical) (07008381)

15.09.1954

Director (Technical) Rajasthan Rajya Vidyut Prasaran Nigam Limited Vidyut Bhawan, Jyoti Nagar, Jaipur- 302005

30.10.2014

Continue (As per MBP-1 dated

14.11.2014)

NIL

Details of the directors since last three Financial years (2011-2012, 2012-13, 2013-14 and 1.4.2014 to 2.12.2014)

Full Name, Designation and DIN

Date of Appointment

Date of Resignation/ Cessation

Remarks

Shri YOGESH KUMAR RAIZADA Director (Technical)

10.10.2006 Ceased as Director w.e.f. 01.03.2013

-

30

00893752

Shri MUNNA LAL GUPTA Director (Finance) 01490260


-

Shri NARESH PAL GANGWAR, IAS Director 01180608

16.01.2009

Ceased as Director w.e.f. 10.05.2013

-

Shri SHAILENDRA KUMAR AGARWAL, IAS Director 02790897

05.10.2009


-

Shri SHAILENDRA KUMAR AGARWAL, IAS Chairman and Managing Director 02790897

15.04.2010 Ceased as CMD

w.e.f. 06.01.2014 -

Shri ABHAY KUMAR, IAS Director 02389148

07.05.2010


-

Shri BADRI NARAYAN SAINI Director (Operations) 03173581

14.07.2010 Ceased as Director w.e.f 15.07.2013

-

Shri KULDEEP RANKA, IAS Director 00279526

10.09.2010


-

Smt. SHASHI MATHUR Director (Finance) 03498034


-

Shri SUDHANSH PANT, IAS Director 02535624

16.05.2011


-

Dr. GOVIND SHARMA, IAS Director 02592425

19.09.2011


-

Shri ABHAY KUMAR, IAS Director 02389148

17.10.2011


-

Shri KUNJI LAL MEENA, IAS Director 05220511


-

Shri TANMAY KUMAR, IAS Director 02574098


-

Shri SHAILENDRA KUMAR JAIN Director(Technical) 06562434


-

Shri BADRI NARAYAN SAINI Director (Operations)


-

31

03173581

Smt. SEEMA SRIVASTAVA Director(Finance) 06683122


-

Shri PRAVEEN GUPTA, IAS Director 03521006

17.12.2013 Ceased as Director

w.e.f. 13.6.2014 -

Shri C S Rajan, IAS Chairman and Managing Director 00126063

06.01.2014 Ceased as Director &

CMD w.e.f. 30.01.2014

-

Shri ALOK, IAS Chairman and Managing Director 02600247

30.01.2014 Ceased as Director &

CMD w.e.f. 29.10.2014

-

Shri R G Gupta Director 00173937


-

Shri SIDDHARTH MAHAJAN, IAS Director 03349759

13.06.2014 Continue -

Shri ARUN KUMAR GUPTA Director (Finance) 06948144

01.08.2014 Continue -

Shri RAJENDRA PRASAD BARWAR Director (Operations) 06956745

13.08.2014 Continue -

Shri SANJAY MALHOTRA, IAS Chairman & Managing Director 00992744

29.10.2014 Continue -

Shri DWARKA PRASAD GUPTA Director (Technical) 07008381

30.10.2014 Continue -

Key Management Personnel Besides Directors other key executive of RVPN are

Name

Chief Engineer (PPM)

Chief Engineer (NPP & R )

Chief Engineer (IT & Training)

Chief Engineer (Material Management)

Zonal Chief Engineer TR (Jaipur, Ajmer, Jodhpur)

Chief Engineer Civil (Jaipur, Jodhpur)

Chief Engineer ( LD)

A.CE. (Protection), Jaipur

Chief Controller of Accounts

Company Secretary

Advisor( Legal Affairs)

32

CAPITAL STRUCTURE

The capital structure as on 31st January, 2015 is given as under:

Particulars As at 31.01.2015

Authorised Share Capital

4,50,00,00,000 (P.Y. 4,50,00,00,000) Equity shares of ` 10 each 45,000,000,000

Issued, Subscribed & Paid Up Share Capital

295,06,66,700 equity shares of ` 10 each *fully paid up & issued (Out of these 44,00,00,000 shares were issued for consideration other than cash)

30,006,667,000

TOTAL 30,006,667,000

33

6. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – i) Statutory dues - No ii) Bonds and interest thereon - No iii) Deposits and interest thereon - No iv) Loan from any bank or financial institution and interest thereon. - No 7. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process

Website www.rvpn.co.in


& Address

Shri N. K. Mathur



Phone - 0141-2747037

Fax - 0141-2740066

Email - [email protected]

Arranger to the Issue SPA Capital Advisors Limited

Registered and Corporate Office: 25, C Block, Community Centre,

Janakpuri, New Delhi -110058.

Ph - 011-25517371 / 45675588 Fax – 011- 25572763

Trustee to the Issue Allbank Finance Ltd



Samachar Marg,

Fort, Mumbai - 400 023.

Registrar of the Issue M/s Link Intime India Pvt. Ltd

A-40, 2nd Floor, Near Batra Banquet,

Narayana Industrial Area, Phase-II,

New Delhi- 110 028

Tel. No. 011-51410592

Fax No. 011-51410591

e-mail [email protected]

Credit Rating Agencies of

the Issue

Brickworks Ratings India (P) Ltd

3rd Floor, Raj Alkaa Park, Kalena Agrahara,

Bannerghatta Road,

Bengaluru – 560076

Ph – 91 80 40409940

Auditors M/s B. Khosla & Co. Chartered Accountants Anukampa II, M.I.Road, Jaipur-302001 Ph.:-0141-2372543, 2372678, 2365480



34

PART – 2 PARTICULARS OF THE OFFER

1. Date of passing of board resolution - 31st July 2014 2. Date of passing of resolution in the general meeting, authorizing the offer of securities - 1st September 2014 3. Kinds of securities offered (i.e. whether share or bond) and class of security; Rated Listed Redeemable Non-Convertible Bonds 4. Price at which the security is being offered including the premium, if any, along with justification of the price At par 5. Amount which the company intends to raise by way of securities; To raise debt through Non Convertible Bonds to the extent of Rs 399.70 Crores (Rupees Three Hundred Ninety Nine Crore and Seventy Lakh Only 6. Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment

Security Name 8.69% Rajasthan Rajya Vidyut Prasaran Nigam Limited 2027

Issuer Rajasthan Rajya Vidyut Prasaran Nigam Limited

Type of Instrument Non-Convertible Bonds

Nature of Instrument Unsecured, Non-Convertible, Redeemable, Taxable bonds in the nature

of bonds

Mode of Issue Private placement

Eligible Investors 1. Scheduled Commercial Banks 2. Mutual Funds 3. Regional Rural Banks (RRBs). 4. Primary Co-operative Banks 5. Provident Funds, Superannuation funds and Gratuity Funds. 6. Port Trusts. 7. Insurance Companies 8. Companies/ Bodies Corporate 9. Financial Institutions 10. Religious and Charitable trusts 11. Non Banking Finance Companies and Residuary Non-Banking Finance Companies. 12. Individuals. 13. Others (subject to prevalent regulations) to whom a specific

invitation has been made to subscribe to the Bonds.

Listing Proposed to be listed on the WDM of Bombay Stock Exchange. In case of a delay by the Issuer in listing the Bonds beyond 20 (Twenty) days from the Deemed Date of Allotment the Issuer shall make payment to the

35

Bond Holders of penal interest calculated on the face value of the Bonds at the rate of 1% p.a. over the Coupon Rate from the expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of the Bonds.

Rating of Instrument A+(SO) from Brickworks.

Issue Size Rs.399.70 Crores

Option to retain

oversubscription

No

Objects of the Issue The current issue of bonds is being made for augmenting the long-term rupee resources for carrying out activities of the Company.

Details of the utilization of the

Proceeds

For Part funding of Capital expenditure on transmission projects and other business transactions

Coupon Rate 8.69 payable Semi Annually

Step Up/ Step Down Coupon

Rate

NA

Coupon Payment

Frequency

Half yearly

Coupon payment dates 6 months each from the deemed date of allotment

Coupon Type Fixed

Coupon Reset

Process

NA

Day Count Basis Actual/ Actual

Interest on

Application Money

At Coupon rate, will be paid to investors at coupon from date of realization of subscription money up to one day prior to Deemed date of Allotment.

Default Interest Rate 2% per annum over and above the Coupon Rate from the date of the occurrence of the default, until the default is cured as per the cure period or the bonds are redeemed pursuant to such default, as applicable.

Tenor 12 years from the Deemed Date of Allotment

Redemption Date 30% on 10th Year, 30% on 11th Year & 40% on 12th Year from Deemed date of allotment

Redemption Amount Rs 3,00,000 lakh at the end of 10th from Deemed date of allotment Rs 3,00,000 lakh at the end of 11th from Deemed date of allotment Rs 4,00,000 lakh at the end of 12th from Deemed date of allotment

Redemption Premium Nil

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs Only) per Bond

No. of NCD(s) 3997

Discount at which

security is issued and the

effective yield as a result of such

discount

N.A.

Put Option Date Put option at the end of 9th year from the deemed data of allotment,

36

Put Option Price At par

Call Option Date Call option at the end of 9th year from the deemed data of allotment,

Call Option Price At par

Put Notification Time 30 days prior to the date of Put

Call Notification Time 30 days prior to the date of Put

Face Value Rs.10,00,000/- (Rupees Ten Lakhs only) per Bond

Minimum

Application size

5 (Five) bonds and 1 (one) bond thereafter

Issue Timing Issue Opening Date: 02.03.2015 Issue Closing Date: 21.03.2015 Deemed Date of Allotment: within 7 working days from the issue closure date. All documentation including, but not limited to, the Offer Letter, Board Resolution, Rating Letter, Appointment of Trustees to be completed and made available to the Arrangers [1 (One) business day prior to Issue Opening Date.]

Issuance mode of the

Instrument

Demat only

Trading mode of the

Instrument

Demat only

Settlement Mode of

the Instrument

Name of Bank – ICICI Bank

Address of Branch – B-100, University Marg, Bapu Nagar, Jaipur,

302004, Rajasthan India

Beneficiary Account No. – 678705600101

Beneficiary Name – RVPN Ltd - Collection Account

MICR Code (required for transfer of fund through ECS/EFT) –

302229039

IFSC Code of Bank – ICIC0006787

Depositories [NSDL/CDSL]

Business Days Means a day (other than a Saturday, Sunday or a Bank holiday) on which

banks are open for general business in Rajasthan. If the due date for

payment falls on a day that is not a Business Day, then the due date in

respect of such payment shall be succeeding Business Day.

Record Date 15 days prior to any payment due and redemption date.

Security Unsecured

Bond Redemption Reserve The company shall create a Bond Redemption Reserve for the purpose of redemption of bonds, in accordance with the conditions given below- (a) the Bond Redemption Reserve shall be created out of the profits of the company available for payment of dividend; (b) the company shall create Bond Redemption Reserve (DRR) in accordance with following conditions:-

37

(i) No DRR is required for bonds issued by All India Financial Institutions (AIFIs) regulated by Reserve Bank of India and Banking Companies for both public as well as privately placed bonds. For other Financial Institutions (FIs) within the meaning of clause (72) of section 2 of the Companies Act, 2013, DRR will be as applicable to NBFCs registered with RBI. (ii) For NBFCs registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997,‘the adequacy’ of DRR will be 25% of the value of bonds issued through public issue as per present SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and no DRR is required in the case of privately placed bonds. (iii) For other companies including manufacturing and infrastructure companies, the adequacy of DRR will be 25% of the value of bonds issued through public issue as per present SEBI (Issue and Listing of Debt Securities), Regulations 2008 and also 25% DRR is required in the case of privately placed bonds by listed companies. For unlisted companies issuing bonds on private placement basis, the DRR will be 25% of the value of bonds. (c) Every company required to create Bond Redemption Reserve shall on or before the 30th day of April in each year, invest or deposit, as the case may be, a sum which shall not be less than fifteen percent, of the amount of its bonds maturing during the year ending on the 31st day of March of the next year, in any one or more of the following methods, namely:- (i) in deposits with any scheduled bank, free from any charge or lien; (ii) in unencumbered securities of the Central Government or of any State Government; (iii) in unencumbered securities mentioned in sub-clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (iv) (iv) in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1882; (v) the amount invested or deposited as above shall not be used for any purpose other than for redemption of bonds maturing during the year referred above: Provided that the amount remaining invested or deposited, as the case may be, shall not at any time fall below fifteen per cent of the amount of the bonds maturing during the year ending on the 31st day of March of that year; (d) In case of partly convertible bonds, Bond Redemption Reserve shall be created in respect of non-convertible portion of bond issue in accordance with this sub-rule. (e) The amount credited to the Bond Redemption Reserve shall not be utilized by the company except for the purpose of redemption of bonds.

Transaction Documents The Issuer has executed/ shall execute the documents including but not limited to the following in connection with the Issue: 1. Letter appointing Trustees to the Bondholders; 2. Bond Trusteeship Agreement; 3. Letters appointing Arrangers to the Issue;

38

4. Letter appointing Registrar and MoU entered into between the Issuer and the Registrar; 5. Rating Agreement with Brickwork; 6. Application made to BSE for seeking its in-principle approval for listing of Bonds; 7. Listing Agreement with BSE.

Conditions precedent to

subscription of Bonds

The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following: 1. Rating letters from BRW not being more than one month old from the issue opening date; 2. Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s);

Letter from BSE conveying its in-principle approval for listing of Bonds.

Conditions subsequent to

subscription of Bonds

Issuer shall ensure that the following documents are executed/ activities are completed as per terms of this Disclosure Document: 1. Credit of Demat account(s) of the allottee(s) by number of Bonds allotted within 2 working days from the Deemed Date of Allotment; 2. Making application to BSE/NSE within 15 days from the Deemed Date of Allotment to list the Bonds and seek listing permission within 20 days from the Deemed Date of Allotment in terms of sub- section (1) of Section 73 of the Companies Act, 1956 (1 of 1956); 3. Neither the Bank nor a related party over which the Bank exercises control or significant influence (as defined under relevant Accounting Standards) shall purchase the Bonds, nor would the Bank directly or indirectly fund the purchase of the Bonds. The Bank shall not grant advances against the security of the Bonds.

Besides, the Issuer shall perform all activities, whether mandatory or

otherwise, as mentioned elsewhere in this Disclosure Document.

Delay in execution of the Bond

Trust Deed

In case of any delay in the execution of Bond Trust Deed by the

company, the company shall be liable to return the subscription amounts

to the Investors, or pay to the investors , a penal interest at the Default

Interest Rate prescribed herein at the option of the investor.

Events of Default 1. Security Creation

In case of delay in execution of Trust Deed and Charge documents, the

company will refund the subscription with agreed rate of interest or will

pay penal interest of at least 2 % p.a. over the coupon rate till these

conditions are complied with at the option of the investor.

2. Default in Payment

In case of default in payment of Interest and /or principal redemption on

the due dates, additional interest of at least @2%p.a. over the coupon

rate will be payable by the Company for the defaulting period.

3. Delay in Listing

In case of delay in listing of the debt securities beyond 20 days from the

deemed date of allotment , the company will pay penal interest of at

least 1% p.a. over the coupon rate from the expiry of 30 days from the

deemed date of allotment till the listing of such debt securities to the

investor.

39

Provisions related to Cross

Default Clause

NA

Role and

Responsibilities of Bond Trustee

As may be specified in the Trusteeship Agreement to be executed by and

between the Issuer and the Trustees.

Governing Law and Jurisdiction The Bonds are governed by and shall be construed in accordance with

the existing laws of India.

Due Diligence The transaction contemplated herein shall be subject to legal and

financial due diligence by the Eligible investor/ its representatives /

advisors to its satisfaction.

Other Detailed Terms & Conditions

This is a confidential Offer Letter setting out the terms and conditions pertaining to issue of unsecured

Redeemable Listed Non-Convertible Taxable Bonds of the face value of Rs.10 lacs (Rupees Ten Lac Only) each for

cash at par to be issued by RVPN Ltd. Your participation is subject to the completion and submission of

Application Form along with cheque(s) / draft(s) and acceptance of the offer by the Company.

Present Issue RVPN Ltd (hereinafter referred to as the Company’/‘Issuer’) proposes to raise upto Rs 399.70 Crores (Rupees

Three Hundred Ninety Nine Crore and Seventy Lakh Only) unsecured Redeemable Listed Non-Convertible Taxable

bonds (hereinafter referred to as ‘the bonds’) of Rs.10 lacs (Rupees Ten Lac Only) each on private placement

basis.

Market Lot The market lot will be one Bond (“Market Lot”). Since the Bonds are being issued only in dematerialized form, the

odd lots will not arise either at the time of issuance or at the time of transfer of Bonds.

Listing The Company proposes to list these Bonds on the Wholesale Debt Market segment of the Bombay Stock

Exchange Limited. The market lot will be one Bond of the face value of Rs.10 lacs (Rupees Ten Lac Only).

Authority For The Issue This private placement of Bonds is being made pursuant to the Shareholder Special resolution passed on 1st

September 2014 and Board of Directors resolution of RVPN Ltd passed at its meeting held on 31st July 2014. The

private placement of Bonds is within the overall borrowing limits of the Company.

Objects of the Placement

The current issue of bonds is being made for augmenting the long-term rupee resources for carrying out activities

of the Company.

Nature of Instrument Unsecured Redeemable Listed Non-Convertible Taxable Bonds of the face value of Rs.10 lacs(Rupees Ten Lac

Only) each.

Payment Terms The full face value of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to send

in the Application Form and the RTGS / cheque(s)/ demand draft(s) for the full face value of the Bonds applied for.

40

Underwriting The present Issue of bonds on private placement basis has not been underwritten.

Face value, Issue Price, Effective Yield For Investor Each Bond has a face value of Rs. 10,00,000/- (Rupees Ten Lac Only) and is issued at par i.e. for Rs. 10,00,000/-

(Rupees Ten Lac Only). The Bond shall be redeemable at par i.e. for Rs. 10,00,000/- (Rupees Ten Lac Only) per

Bond. Since there is no premium or discount on either issue price or on redemption value of the Bonds, the

annual effective yield for the investors shall be the 8.88% as the coupon rate on the Bonds is payable half yearly

Minimum Application The application should be for a minimum of 5 (Five) bonds and in multiples of 1 (one) Bonds thereafter.

Minimum Subscription As the current issue of Bonds is being made on private placement basis, the requirement of minimum

subscription shall not be applicable and therefore the Company shall not be liable to refund the issue

subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage

of issue size.

Over Subscription In the case of over subscription, RVPN Ltd shall have unqualified right to decide on the parameters of allotment

entirely at its sole discretion.

Interest on application Money Interest at the coupon rate (i.e. @ 8.69% per cent per annum payable half yearly (subject to deduction of income

tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment

thereof, as applicable) will be paid to all the applicants on the application money for the bonds.

Such interest shall be paid from the date of realization of application money upto one day prior to the Deemed

Date of Allotment. The interest on application money will be computed on an Actual/ Actual basis. Such interest

would be paid on all the valid applications, including the refunds. Where the entire subscription amount has been

refunded, the interest on application money will be paid along with the Refund Orders. Where an applicant is

allotted lesser number of Bonds than applied for, the excess amount paid on application will be refunded to the

applicant along with the interest on refunded money.

In case of any delay in allotment, interest would be payable at the contracted rate for the period of delay, subject

to a maximum of 15 (fifteen) days.

The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders. in case of

refund of application money, if any) shall be dispatched by the company within 15 (fifteen) days from the

Deemed Date of Allotment and the relative interest warrant(s) along with the Refund Order(s) as the case may be

will be dispatched by registered post to the sole/ first applicant at the sole risk of the applicant.

Interest on the Bonds The Bonds shall carry interest at coupon rate @ 8.69% per annum, payable half yearly (subject to deduction of

tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any

other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) on

the outstanding principal amount of bonds half yearly throughout the tenure of the Bonds till final redemption.

Final interest payment shall be made on the date of maturity. Interest on Bonds will cease from the date of final

redemption in all events. The Company retains the right to revise (pre-pone/ postpone) the above interest

payment date(s) at its sole and absolute discretion.

Payment of interest shall be made by way of cheque(s)/ interest warrant(s)/ credit through RTGS mechanism.

When interest payment is made by way cheque(s)/ warrant(s) the same shall be dispatched by the Company at

41

least 7 (seven) days prior to the due date and shall be dispatched by registered post to the sole/ first applicant, at

the sole risk of the applicant.

If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on which

Commercial Banks are open for Business in Mumbai and Delhi), then payment of interest will be made on the

next day that is a business day but without liability for making payment of interest for the intervening period.

Payment of Interest The interest will be payable half yearly every year till final maturity at the end of 12th Year. The interest payment shall be half yearly from deemed date of allotment. The interest payment on the Bonds shall be made to the registered Bond holders recorded in the books of the RVPN Ltd on the record date. The final interest shall be paid along with the redemption proceeds or on exercising of put/call option as the case may be. The interest payment on the Bonds shall be made to the registered Bond holders recorded in the books of the RVPN Ltd on the record date. The final interest shall be paid along with the redemption proceeds or on exercising of put/call option as the case may be.

Computation of Interest Interest for each of the interest periods shall be calculated, on 'actual/actual days' basis, on the face value of

principal outstanding on the bonds at the applicable coupon rate rounded off to the nearest Rupee.

Record Date The ‘Record Date’ for the Bonds shall be 15(Fifteen) days prior to each interest payment and/ or principal

repayment date. Interest and/or principal repayment shall be made to the person whose name appears as sole/

first in the register of Bond holders/ beneficiaries position of the Depositories on record date. In the event of the

Company not receiving any notice of transfer at least 15(Fifteen) days before the respective due date of payment

of interest and at least 15 (Fifteen) days prior to the maturity date, the transferees for the Bonds shall not have

any claim against the Company in respect of interest so paid to the registered Bondholder.

Put & Call Option At the end of 9th year from deemed date of allotment

Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof

will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961,

if any, must be lodged at the registered office of the Company or at such other place as may be notified by the

company in writing, at least 30 (thirty) calendar working days before the interest payment dates.

Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should

be submitted along with the application form. Where any deduction of Income Tax is made at source, the

Company shall send to the bond holder(s) a Certificate of Tax Deduction at Source.

Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors

are advised to consult their own tax consultant(s).

Tax Deducted at source will paid to Income tax authorities on accrual or payment, whichever is earlier basis.

Tax Benefits to the Bond Holders of the Company The holder(s) of the Bonds are advised to consider in their own case, the tax implications in respect of

subscription to the Bonds after consulting their own tax advisor/ counsel.

42

Depository Arrangements The Company has appointed M/s Link Intime India Pvt. Ltd as Registrars & Transfer Agent for the present Bond

issue. The Company shall make necessary depository arrangements with National Securities Depository Ltd.

(NSDL) and Central Depository Services (India) Ltd. (CDSL) for issue and holding Bonds in dematerialized form.

In this context the Company shall sign two tripartite agreements as under:

Tripartite Agreement between Company, M/s Link Intime India Pvt. Ltd and National Securities Depository

Ltd. (NSDL) for offering depository option to the investors.

Tripartite Agreement between Company, M/s Link Intime India Pvt. Ltd and Central Depository Services (I)

Ltd. (CDSL) for offering depository option to the investors.

Investors shall hold the Bonds only in dematerialized form and deal with the same as per the provisions of

Depositories Act, 1996 as amended from time to time.

Procedure for Applying for Demat Facility 1. The applicant must have at least one beneficiary account with any of the Depository Participants (DPs) of

NSDL/ CDSL prior to making the application.

2. The applicant must necessarily fill in the details (including the beneficiary account number and Depository

Participant’s ID appearing in the Application Form under the heading ‘Details for Issue of Bonds in Electronic/

Dematerialized Form’.)

3. Bonds allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s)

with the DP.

4. For subscribing the Bonds, 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.

5. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to

the Issue.

6. If incomplete/incorrect details are given under the heading ‘Details for Issue of Bonds in Electronic/

Dematerialized Form’ in the application form it will be deemed to be an incomplete application and the same may

be held liable for rejection at the sole discretion of the Company.

7. For allotment of Bonds the address, nomination details and other details of the applicant as registered

with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for

the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In

case the information is incorrect or insufficient the Issuer would not be liable for losses, if any.

8. It may be noted that Bonds will be issued in electronic form. The same can be traded only on the Stock

Exchanges having electronic connectivity with NSDL/ CDSL. The BSE Ltd., where the bonds of the Company are

proposed to be listed has connectivity with NSDL/ CDSL.

9. Payment of interest or repayment of principal would be made to those bonds holders whose names

appear on the list of beneficial owners given by the Depositories to the Company as on Record Date/ Book

Closure Date. In case of those bonds for which the beneficial owner is not identified by the Depository as on the

Record Date/ Book Closure Date, the Company would keep in abeyance the payment of interest or repayment of

principal, till such time that the beneficial owner is identified by the Depository and conveyed to the Company,

whereupon the interest or principal would be paid to the beneficiaries, as identified, within a period of 30 (thirty)

days.

Trading of Bonds The marketable lot for the purpose of trading of Bonds shall be Rs.10 lakh (Rupees Ten Lac Only). Trading of

Bonds would be permitted in Demat mode only in standard denomination of Rs.10 lakh (Rupees Ten Lac Only)

and such trades shall be cleared and settled in recognized stock exchange(s) subject to conditions specified by

SEBI. In case of trading in Bonds which has been made over the counter, the trades shall be executed and

43

reported on a recognized stock exchange having a nationwide trading terminal or such other platform as may be

specified by SEBI.

Redemption Redemption will be in ratio of 30:30:40 at the end of 10th year, 11th year and 12th respectively from deemed date

of allotment.

The face value of the bonds will be redeemed at par from the Deemed Date of Allotment in ratio of 30:30:40 at

the end of 10th year, 11th year and 12th respectively. The Bonds will not carry any obligation, for interest or

otherwise, after the date of redemption. The Bonds held in the dematerialized form shall be taken as discharged

on payment of the redemption amount by the Company on maturity to the registered bond holders whose name

appear in the Register of bondholders on the record date. Such payment will be a legal discharge of the liability of

the Company towards the bondholders.

In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on

which Commercial Banks are open for Business in Mumbai), then the payment due shall be made on the

immediately previous business Day together with additional interest for the intervening period

Payment on Redemption Payment on redemption will be made by cheque(s)/ warrants(s)/RTGS in the name of the Bondholder whose

name appears on the List of Beneficial owners given by Depository to the Company as on the Record Date. On the

Company dispatching the redemption warrants to such Beneficiary (ies) by registered post/ courier, the liability of

the Company shall stand extinguished.

The Bonds shall be taken as discharged on payment of the redemption amount by the Company on maturity to

the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal

discharge of the liability of the Company towards the bond holders. On such payment being made, the Company

will inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Bond holders with. NSDL/

CDSL/ Depository Participant will be adjusted.

The Company's liability to the Bond holders towards all their rights including for payment or otherwise shall cease

and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to

pay any interest or compensation from the date of redemption. On the Company dispatching the amount as

specified above in respect of the bonds, the liability of the Company shall stand extinguished.

Effect of Holidays Should any of dates defined above or elsewhere in the Offer Letter, excepting the Deemed Date of Allotment, fall

on a Saturday, Sunday or a Public Holiday, the next working day in case of interest payment and previous working

day in case of redemption shall be considered as the effective date(s).

List of Beneficial Owners The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date.

This shall be the list, which shall be considered for payment of interest or repayment of principal amount on

maturity, as the case may be.

Security Not applicable

Trustee All Bank Finance Ltd will be the Trustee to the Non-Convertible Taxable bond Issue. The company and the Trustee

will enter into a Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Trustee

and the company. The bond holder(s) shall without further act or deed, be deemed to have irrevocably given their

consent to the Trustee or any of their agents or authorized officials to do all such acts, deeds, matters and things

in respect of or relating to the bond as the Trustee may in their absolute discretion deem necessary or require to

be done in the interest of the bond holder(s). Any payment made by the company to the Trustee on behalf of the

44

Bond holder(s) shall discharge the pro- tanto to the bond holder(s). The Trustee will protect the interest of the

Bond holders in the event of default by the company in regard to timely repayment of principal and they will take

necessary action at the cost of the company. No Bond holder shall be entitled to proceed directly against the

company unless the Trustee fails to do so.

Letter of Allotment and Bond Certificate The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository

Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 15 days from the Deemed

Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all

statutory formalities, such credit in the account will be akin to a Bond Certificate.

Issue of Bond Certificate The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of The

Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996,

rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules

notified in respect thereof.

Dispatch of Refund Orders The Company shall ensure dispatch of Refund Order(s) by Registered Post only and adequate funds for the

purpose shall be made available to the Registrar to the Issue by the Issuer Company.

Terms of Payment The full face value of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to send

in the Application Form and the cheque(s)/ demand draft(s)/RTGS for the full face value of the Bonds applied for.

Face Value Per

Bond

Minimum Application for Amount Payable on

Application per Bond

Rs. 10,00,000/-

(Rupees Ten Lac

Only)

5 (five) Bond & in multiples of 1

(one) Bond thereafter

Rs. 10,00,000/-

(Rupees Ten Lac Only)

Deemed Date of Allotment

Interest on bonds shall accrue to the Bond holder(s) from the Deemed Date of Allotment. All benefits relating to

the Bonds will be available to the investors from the Deemed Date of Allotment. The actual allotment of Bonds

may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep

multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. In

case if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be

changed (pre-poned/ postponed) by the Company at its sole and absolute discretion

Joint-Holders

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants

with benefits of survivorship subject to other provisions contained in the Articles.

Sharing of Information

The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other

information about the Bondholders available with the Company, with its subsidiaries and affiliates and other

banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the

Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information

Mode of Transfer

Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/

CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in

45

respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be

followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing

details of the buyer’s DP account to his depository participant.

Transfer of Bonds to and from NRIs/ OCBs, in case they seek to hold the Bonds and are eligible to do so, will be

governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities

are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be

made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the

transferee(s) would need to be settled with the transferor(s) and not with the Company.

Succession In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for

the time being, the Company shall recognize the executor or administrator of the deceased Bond holder, or the

holder of succession certificate or other legal representative as having title to the Bond(s). The Company shall not

be bound to recognize such executor or administrator, unless such executor or administrator obtains probate,

wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other

legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Company

may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration

or succession certificate or other legal representation, in order to recognize such holder as being entitled to the

Bond (s) standing in the name of the deceased Bond holder on production of sufficient documentary proof or

indemnity.

Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be

complied with:

Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was

acquired by the NRI as part of the legacy left by the deceased holder.

Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be on a non-repatriation basis.

Nomination In the event of, however, a deceased Bond holder having nominated any person entitled to be registered as the

Bond holder in the event of his death, such nominee shall be registered as the Bond holder in place of the

deceased Bond holder, notwithstanding anything contained in any other law for the time being in force.

Issue of Duplicate Bond Certificates If any Bond Certificate(s) is / are mutilated or defaced, then, upon production of such certificate(s), the Company

shall cancel the same and issue new certificate(s) in lieu thereof. If any Bond Certificate(s) is/are lost, stolen or

destroyed then, upon production of proof thereof to the satisfaction of the Company and upon furnishing such

indemnity, as the Company may deem adequate and upon payment of any expenses incurred by the Company or

that the Company may be required to incur in connection thereof, new certificate(s) shall be issued.

Future Borrowings The Company shall be entitled, from time to time, to make further issue of Bonds and / or Bonds and other such

instruments to the public / members of the Company / banks / financial institutions / bodies corporate /mutual

funds and / or any other person(s) and /or to raise further loans, advances and/or avail of further financial and /

or guarantee facilities from all or any of the above without obtaining the approval of the Bond holders and/or the

Trustee.

Rights of Holders The Bond holders will not be entitled to any rights and privileges of share holders other than those available to

them under statutory requirements. The Bonds shall not confer upon the holders the right to receive notice, or

to attend and vote at the general meetings of shareholders of the Company. The principal amount and interest, if

any, on the Bonds will be paid to the sole holder only, and in the case of joint holders, to the one whose name

46

stands first in the Register of Bond holders. The Bonds shall be subject to other usual terms and conditions

incorporated in the Bond certificate(s) that will be issued to the allottee (s) of such Bonds by the Company and

also in the Trustee Agreement / Trust Deed.

Modification of Rights The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the

consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the

Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bond holders, provided

that nothing in such consent or resolution shall be operative against the Company where such consent or

resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to the

Company.

Bond holder not a Shareholder The Bond holders will not be entitled to any of the rights and privileges available to the shareholders. If, however,

any resolution affecting the rights attached to the Bonds is placed before the members of the Company, such

resolution will first be placed before the Bond holders through the Trustee for their consideration

Purchase/ Sale of Bonds The Company may, at any time and from time to time, purchase Bonds at discount, at par or at premium in the

open market or otherwise in accordance with the applicable laws. Such Bonds, at the option of the Company, may

be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as

permitted by law.

Right to Re-Issue of Bonds Where the Company has redeemed any such Bonds, subject to provisions of The Companies Act, 2013 and other

applicable provisions, the Company shall have and shall be deemed always to have had the right to keep such

Bonds alive for the purpose of re-issue and in exercising such right, the Company shall have and shall be deemed

always to have had the power to re-issue such Bonds as per the provisions of law either by reissuing the same

Bonds or by issuing other Bonds in their place

Notices The notices to the Bond holder(s) required to be given by the Company or the Trustee shall be deemed to have

been given if sent by post to the sole / first allottee or sole / first registered holder of the Bonds, as the case may

be.

All notices to be given by the Bond holder(s) shall be sent by registered post or by hand delivery to the corporate

office of the Company or to such persons at such address as may be notified by the Company from time to time.

All correspondence regarding the Bonds should be marked “8.69% RVPN Bonds 2027 ”.

How to Apply This being a private placement offer, investors who are established/ resident in India and who have been

addressed through this communication directly only are eligible to apply.

Applications should be for a minimum of 5 (five) Bond and in multiples of 1 (one) Bond thereafter. Applicants may remit their application money by way of electronic transfer of funds through RTGS mechanism or through Core Banking Solution (CBS) for credit as per following banking details


Address of Branch – B-100, University Marg, Bapu Nagar, Jaipur, 302004, Rajasthan India



MICR Code (required for transfer of fund through ECS/EFT) – 302229039


47

All Application forms duly completed (along with all necessary documents as detailed in this Offer Letter) must be

delivered before the closing of the issue to the Arrangers to the Issue. While forwarding the application form,

applicants must ensure that the relevant UTR number/ or any other evidence of having remitted the application

money is obtained. Detailed instructions for filling up the application form are provided elsewhere in this Offer

Letter.

Applications for the Bonds must be in the prescribed form (enclosed) and completed in BLOCK LETTERS in English

and as per the instructions contained therein. Applications not completed in the prescribed manner are liable to

be rejected. The name of the applicant’s bank, type of account and account number must be filled in the

Application Form. This is required for the applicant’s own safety and these details will be printed on the refund

orders and interest/ redemption warrants.

The applicant or in the case of an application in joint names, each of the applicant, should mention his/her

Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not been

allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A(5A) of the

Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention

his PAN/GIR No. if the investor does not submit Form 15G/15AA/other evidence, as the case may be for non-

deduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall

mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not

Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application

Forms without this information will be considered incomplete and are liable to be rejected.

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.

All applicants are requested to tick the relevant column “Category of Investor” & “Investment Option” in the

Application Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts

and other investors requiring “approved security” status for making investments.

No separate receipts shall be issued for the application money. However, Arrangers to the Issue at their

Designated Branch(es) receiving the duly completed Application Forms will acknowledge the receipt of the

applications by stamping and returning the acknowledgment slip to the applicant. Applications shall be deemed

to have been received by the Issuer Company only when submitted to Arrangers to the Issue at their designated

branches or on receipt by the Registrar as detailed above and not otherwise.

For further instructions, please read Application Form carefully.

Who Can Apply The following categories are eligible to apply for this private placement of Bonds:

1. Scheduled Commercial Banks 2. Mutual Funds 3. Regional Rural Banks (RRBs). 4. Primary Co-operative Banks 5. Provident Funds, Superannuation funds and Gratuity Funds. 6. Port Trusts. 7. Insurance Companies 8. Companies/ Bodies Corporate 9. Financial Institutions 10. Religious and Charitable trusts 11. Non Banking Finance Companies and Residuary Non-Banking Finance Companies. 12. Individuals.

48

13. others (subject to prevalent regulations) to whom a specific invitation has been made to subscribe to the

Bonds. However, out of the aforesaid class of investors eligible to invest, this Offer Letter is intended solely for the use of

the person to whom it has been sent by the Company for the purpose of evaluating a possible investment

opportunity by the recipient(s) in respect of the securities 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 Offer

Letter from the Company.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/

Constitution/ Bye-laws (2) Resolution authorizing investment and containing operating instructions (3) Specimen

signatures of authorized signatories and (4) Necessary forms for claiming exemption from deduction of tax at

source on the interest income/ interest on application money, wherever applicable

Application by Commercial Banks The Reserve Bank of India vide its Circulars DBOD No. Dir.BC.4/13.07.95/94 dated 25th January 1994, to all

Scheduled Commercial Banks, has withdrawn the ceiling of 5% of incremental deposits of the previous year for

investments in equity shares and Bonds of Public Sector Undertakings. The Reserve Bank of India has vide its

Circular No: DP.BC32/21.01.018/98 dated April 29, 1998 clarified that investments in Bonds and Debentures

where payment of interest and principal is guaranteed by Central/ State Government shall carry zero risk weight

for the purpose of capital adequacy. The Reserve Bank of India has, however, vide Circular No.

MPD/BC181/07.01.279/ 98-99 dated 30.10.1998 introduced a 2.50% risk weight on Central/ State government

Securities and in securities guaranteed by them by the year ending March, 2000. Further, an additional risk

weight of 20% is being introduced in the government guaranteed securities of government undertakings with

effect from financial year 2000-2001. In respect of outstanding stock of such portfolio as on March 31, 2000, the

banks would implement the same in two phases of 10% each in 2001-2002 and 2002-2003.

The application must be accompanied by certified true copies of (i) Certificate of Information and Memorandum

& Articles of Association (ii) Resolution of the Board of Directors and Identification of those who have authority to

operate (iii) Power of Attorney granted to its managers, officers or employee to transact on its behalf (iv) Copy of

PAN allotment letter and (v) copy of the Telephone bill.

Application by Urban Co-Operative Banks The RBI vide its notification no. BR.CIR.72/16.20.00/93-94 dated 16th May 1994 has allowed Primary Co- Operative Banks to invest their surplus funds up to 10% in Bonds of public sector undertakings provided inter-alia that a provision exists for such investments in respective State Co-operative Societies Act/ Multi State Co- operative Societies Act and the bank should intimate the Registrar of Co-operative Societies of the State. Further the Reserve Bank of India vide its notification no. BR.12/16.20.00/95-96 dated January 6, 1996 has requested the Registrars of Co-operative Societies of all States to grant general permission to the primary Co- operative banks for such investments, subject to their complying with other conditions and safety measures laid down by the RBI from time to time. The application must be accompanied by certified true copies of (i) Certificate of Information and Memorandum & Articles of Association (ii) Resolution of the Board of Directors and Identification of those who have authority to operate (iii) Power of Attorney granted to its managers, officers or employee to transact on its behalf (iv) Copy of PAN allotment letter and (v) copy of the Telephone bill. Application by Regional Rural Banks The Reserve Bank of India has permitted, vide its Circular No. RPCD.RRB.BC. 882/03.05.34/ 96-97 dated December 13, 1996, the RRBs to invest their non-SLR surplus resources in Bonds of Public Sector Undertakings. The Reserve Bank of India has vide circular no. RPCD (H)/04.03.06/98-99 dated November 2, 1998 clarified that single exposure norms would be applicable in respect of investment in debentures and Bonds of Public Sector Undertakings.

49

The application must be accompanied by certified true copies of (i) Certificate of Information and Memorandum & Articles of Association (ii) Resolution of the Board of Directors and Identification of those who have authority to operate (iii) Power of Attorney granted to its managers, officers or employee to transact on its behalf (iv) Copy of PAN allotment letter and (v) copy of the Telephone bill. Application by Provident Funds, Superannuation Funds and Gratuity Funds As per Notification dated July 9, 2003 issued by Ministry of Labour / Shram Mantralaya, 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 Labour No. 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 Rajasthan for 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 categorie As per circular dated August 14, 2008 by Ministry of Finance, Department of Economic Affairs, in partial modification of this ministry’s Notification No. 5(53)/2002-ECB & PR dated January 24, 2005, the pattern of investment to be followed by Non-Government Provident Funds, Superannuation Funds and Gratuity Funds shall be as follows, effective from April 01, 2009: Up to 55%: under category (i) (b), the Bonds being fully and unconditionally guaranteed by the Central or any State Government for payment of interest and repayment of principal Up to 40%: under category (ii) (a), Debt Securities with maturity of not less than three years tenure issued by Bodies Corporate including banks and public financial institutions. 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 rating agency

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 Mutual Funds The application should be accompanied by certified true copies (i) SEBI registration certificate (ii) Resolution authorizing investment and containing operating instruction (iii) Specimen signatures of authorized signatories. Application by Non-Banking Finance Companies (NBFCs) 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 deposits in Government Guaranteed Bonds to meet their liquidity requirements. The Reserve Bank of India has vide its circular No: DFC 121/ED/ (G)-98 dated January 31, 1998 specified that NBFCs are required to maintain liquid assets of 12.50% on and from April 1, 1998 and 15% on and from April 1, 1999. The application must be accompanied by certified true copies of (i) Certificate of Information and Memorandum & Articles of Association (ii) Resolution of the Board of Directors and Identification of those who have authority to operate (iii) Power of Attorney granted to its managers, officers or employee to transact on its behalf (iv) Copy of PAN allotment letter and (v) copy of the Telephone bill. Application by Insurance Companies As per Circular No. 32(1)/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 application must be accompanied by certified true copies of (i) Certificate of Information and Memorandum & Articles of Association (ii) Resolution of the Board of Directors and Identification of those who have authority to operate (iii)

50

Power of Attorney granted to its managers, officers or employee to transact on its behalf (iv) Copy of PAN allotment letter and (v) copy of the Telephone bill. Religious Trusts and Charitable Institutions The Bonds being unconditionally and irrevocably guaranteed by the Government of Rajasthan falls within Section 20 (a) of the Indian Trust Act, 1882 and hence are considered as eligible investments for Trusts which are registered under the said Act. Other Trusts, whose Trust Deeds provide for investment in Bonds may apply to this placement of Bonds, subject to the approval of the Charity Commissioner or other appropriate authority as the case may be. Investments in the Bonds of RVPN will qualify as eligible investments under Clause (vi) Section 11(5) of the Income Tax Act, 1961 by Religious/ Charitable Trusts.

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

Bank’s 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.

Force Majeure The Company reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen

development adversely affecting the economic and regulatory environment. The Company reserves the right to

change the Issue Schedule.

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 Mutual Funds In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an

Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications,

provided that the application made by the Asset Management Company/ Trustee/ Custodian clearly indicate their

intention as to the scheme for which the application has been made.

Right to Accept or Reject Applications The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full,

without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if

applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/

demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all

respects are liable to be rejected and would not be paid any interest on the application money. 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 exceeding the issue size;

Bank account details not given;

Details for issue of Bonds in electronic/ dematerialized form not given; PAN/GIR and IT

Circle/Ward/District not given;

51

In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc

relevant documents not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will

be refunded, as may be permitted.

Submission of Documents Investors should submit the following documents, wherever applicable:

Memorandum and Articles of Association/ Documents governing Constitutional status

Government notification/ Certificate of incorporation

SEBI Registration Certificate, if applicable

Resolution authorizing investment along with operating instructions

Power of Attorney (original & certified true copy)

Form 15AA granting exemption from TDS on interest

Form 15H for claiming exemption from TDS on interest on application money, if any.

Order u/s197 of Income Tax Act, 1961

Order u/s10 of Income Tax Act, 1961

Specimen signatures of authorized persons.

PAN/GIR Number All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax

Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR Number has been

allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by

an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.

Nomination Facility As per Section – 72 of the Companies Act, 2013, only individuals applying as sole applicant/Joint Applicant can

nominate, in the prescribed manner, a person to whom his Bonds shall vest in the event of his death. Non-

individuals including holders of Power of Attorney cannot nominate

Disputes & Governing Law The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute

arising thereof will be subject to the exclusive jurisdiction of the courts at Rajasthan.

An Undertaking that the issuer shall use a common form of transfer The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the

NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified

in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be

followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing

details of the buyer’s DP account to his depository participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the

absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the

records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the

transferor(s) and not with the Company.

The Company undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of

this Offer Letter.

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Retirement and Removal of Trustee The Trustee declare that they shall not revoke the Trust hereby declared till the Bonds are paid off in full, retire or

resign from their office as Trustee without assigning any reason whatsoever and without obtaining the previous

consent of a Resolution of at least three-fourth in value of the Holders of such Bonds outstanding at that time,

and thereupon the power to nominate the new bond Trustee shall be vested in the Holders for the time being of

the said Bonds and the Trustee shall execute and cause to be registered such Deed of Appointment of New

Trustee on the same terms and conditions and with the same trust, power and authorities as are stipulated

herein.


Shri N. K. Mathur



Phone - 0141-2747037

Fax - 0141-2740066

Email - [email protected]

i. The discount at which such offer is made and the effective price for the investor as a result of

such discount The Bonds are being issued at face value and not at discount to offer price.

ii. The Gross debt : equity ratio of the Company:

Pre Issue Post Issue

Total Debt/Equity

iii. Servicing behavior on existing debt securities, payment of due interest on due dates on term

loans and debt securities

As per the Auditor’s Report for the year ended 31st March 2014, the Company has not defaulted in repayment of its dues to banks and financial institutions during the year, based on the confirmations received from the banks, stating that the conduct of the Company's accounts have been satisfactory and regular and that the status of these accounts are classified as standard assets.

iv. Name of the Bond Trustee In accordance with the provisions of Companies Act, 2013 and Securities and Exchange Board of India (Debenture

Trustee) Regulations, 1993, RVPN LTD has appointed M/s Allbank Finance Ltd to act as Trustee (“Trustee”) for

and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustee are as under:

M/s Allbank Finance Ltd



Samachar Marg,

A copy of letter from M/s Allbank Finance Ltd conveying their consent to act as Trustee for the current issue of

bonds is enclosed elsewhere in this Offer Letter.

The Company hereby undertakes that a Trust Deed shall be executed by it in favor of the Trustee within the time frame prescribed in the relevant regulations/act/rules. The Trust Deed shall contain such clauses, inter alia, as may be prescribed under section 71 of the Companies Act, 2013 and those mentioned in Schedule IV of the Securities and Exchange Board of India (Debenture Trustee) 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 Trustee or the Company in relation to any rights or interests of the holder(s) of the Bonds, (ii) limiting or restricting or


53

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 Trustee or the Company for loss or damage caused by their act of negligence or commission or omission.

The company also undertakes that the necessary documents for the creation of charge, where applicable,

including the Trust Deed would be executed within the time frame prescribed in the relevant

regulations/act/rules etc and the same would be uploaded on the website of the Designated Stock Exchange ,

where debt securities have been listed , within five working days of the execution of the same.

The Bond holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustee 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 Trustee may in its 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 Trustee on behalf of the Bond holder(s) shall discharge the Company pro tanto to the Bond holder(s). The Trustee 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 Trustee, 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 Trustee.. However, it is clarified here that the Trustee shall take action as required under the Laws and/or as approved by majority of Bond holder(s).

v. Credit Rating & Rationale Thereof ‘Brickwork ’has assigned “BWR A+ (SO) (pronounced A plus structured obligation) rating with stable outlook. Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

A copy of rating rationale and rating letter from Brickwork is enclosed in this Offer Letter.

Other than rating mentioned hereinabove, the Company has not sought any other credit rating from any other

credit rating agency (ies) for the Bonds offered for subscription under the terms of this Offer Letter.

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

vi. Names of all the recognized stock exchanges where securities are proposed to be listed clearly

indicating the designated stock exchange and also whether in principle approval from the recognized

stock exchange has been obtained.

The Unsecured Redeemable Listed Non-Convertible Taxable Bonds are proposed to be listed on the Wholesale

Debt Market (WDM) Segment of the Bombay Stock Exchange Limited (“BSE”). The Company has obtained an in-

principle approval from the BSE for listing of said bonds on its Wholesale Debt Market (WDM) Segment. The

Company shall make an application to the BSE to list the Bonds to be issued and allotted under this Offer Letter

and complete all the formalities relating to listing of the bonds within 70 days from the date of closure of the

Issue. If such permission is not granted within 70 days from the date of closure of the Issue or where such

permission is refused before the expiry of the 70 days from the closure of the Issue, the Company shall forthwith

repay without interest, all monies received from the applicants in pursuance of the Offer Letter, and if such

money is not repaid within 8 days after the Company becomes liable to repay it (i.e. from the date of refusal or 70

days from the date of closing of the subscription list, whichever is earlier), then the Company and every director

of the Company who is an officer in default shall, on and from expiry of 8 days, will be jointly and severally liable

54

to repay the money, with interest at the rate of 15 per cent per annum on application money, as prescribed under

Section 73 of the Companies Act, 1956.

In connection with listing of Bonds with BSE, the company hereby undertakes that:

1. It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with BSE.

2. 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 BSE.

3. Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as BSE

may determine from time to time.

4. The company, the Trustee and BSE shall disseminate all information and reports on Bonds including

compliance reports filed by the company and the Trustee regarding the Bonds to the holder(s) of Bonds and the

general public by placing them on their websites.

5. Trustee 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;

6. The information referred to in para (e) above shall also be placed on the websites of the Trustee, company

and BSE.

OTHER DETAILS

i) DRR creation– The company shall create a Bond Redemption Reserve for the purpose of redemption of

bonds, in accordance with the conditions given below-

(a) The Bond Redemption Reserve shall be created out of the profits of the company available for payment of dividend; (b) The company shall create Bond Redemption Reserve (DRR) in accordance with following conditions:- i. No DRR is required for bonds issued by All India Financial Institutions (AIFIs) regulated by Reserve Bank of India and Banking Companies for both public as well as privately placed bonds. For other Financial Institutions (FIs) within the meaning of clause (72) of section 2 of the Companies Act, 2013, DRR will be as applicable to NBFCs registered with RBI. ii. For NBFCs registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997,‘the adequacy’ of DRR will be 25% of the value of bonds issued through public issue as per present SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and no DRR is required in the case of privately placed bonds. iii. For other companies including manufacturing and infrastructure companies, the adequacy of DRR will be 25% of the value of bonds issued through public issue as per present SEBI (Issue and Listing of Debt Securities), Regulations 2008 and also 25% DRR is required in the case of privately placed bonds by listed companies. For unlisted companies issuing bonds on private placement basis, the DRR will be 25% of the value of bonds. (c) Every company required to create Bond Redemption Reserve shall on or before the 30th day of April in each year, invest or deposit, as the case may be, a sum which shall not be less than fifteen percent, of the amount of its bonds maturing during the year ending on the 31st day of March of the next year, in any one or more of the following methods, namely:- i. in deposits with any scheduled bank, free from any charge or lien; ii. in unencumbered securities of the Central Government or of any State Government; iii. in unencumbered securities mentioned in sub-clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; iv. in unencumbered bonds issued by any other company which is notified under sub-clause (f) of section 20 of the Indian Trusts Act, 1882; v. the amount invested or deposited as above shall not be used for any purpose other than for redemption of bonds maturing during the year referred above:

55

Provided that the amount remaining invested or deposited, as the case may be, shall not at any time fall below fifteen per cent of the amount of the bonds maturing during the year ending on the 31st day of March of that year; (d) In case of partly convertible bonds, Bond Redemption Reserve shall be created in respect of non-

convertible portion of bond issue in accordance with this sub-rule.

(e) The amount credited to the Bond Redemption Reserve shall not be utilized by the company except for the

purpose of redemption of bonds.

i) Issue/instrument specific regulations: This is a Offer Letter prepared is prepared 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 and circular no. LAD-NRO/GN/2012-13/19/5392 dated

October 12, 2012, SEBI Listing regulations dated May 11 2009 vide circular No. SEBI/IMD/BOND/1/2009/11/05,

Relevant provisions of Companies Act 2013 and as per PAS -4 of Companies (Prospectus and Allotment of

Securities) Rules, 2014)

ii) Application process – Please refer “who can apply” section

7. Proposed time schedule for which the offer letter is valid This private placement offer letter shall be accompanied by an application form serially numbered and addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic mode, within thirty days of recording the names of such persons in accordance with sub-section (7) of section 42 of Companies Act 2013 As per section 42(7) of Companies Act 2013, All offers covered under this section shall be made only to such persons whose names are recorded by the company prior to the invitation to subscribe, and that such persons shall receive the offer by name, and that a complete record of such offers shall be kept by the company in such manner as may be prescribed and complete information about such offer shall be filed with the Registrar within a period of thirty days of circulation of relevant private placement offer letter. Issue Schedule

Offer opening Date 02.03.2015

Offer Closing Date 21.03.2015

Deemed Date of Allotment Within 7 working days from the closure date of

the issue.

In consultation with Sole Arranger, the issuer reserves the right to pre pone the issue earlier from the aforesaid

date or post pone the issue at its sole discretion without giving any reasons or prior notice.

8. Purposes and objects of the offer;

For Part funding of Capital expenditure on transmission projects and other business transactions

9. Material Contracts

Copy of letter appointing Registrar and Transfer Agents and copy of MoU entered into between the

Company and the Registrar.

Copy of letter appointing Trustee to the Bond holders.

Memorandum and Articles of Association of the Company as amended from time to time.

Certificate of Incorporation of the Company

Board Resolution dated 31st July 2014authorizing issue of Bonds offered under terms of this Offer Letter.

56

Letter of consent from M/s All Bank Finance Ltd for acting as Trustee for and on behalf of the holder(s) of

the Bonds.

Letter of consent from M/s Link Intime India (P) Ltd for acting as Registrars to the Issue.

Letter from Brickworks conveying the credit rating for the Bonds of the Company.

10. Structured Payment Mechanism

The Trustee shall, 4 (four) days prior to each Due Date, ascertain whether there are adequate funds in the Designated Escrow Account to make payments to the Bond Holder(s) on the respective Due Dates.

In case the Designated Escrow Account is not funded adequately by the Company on or before 4 (four) days prior to the Due Date and an Event of Default occurs as stated in sub clause (i) above, the Trustee shall forthwith invoke the Guarantee by sending a written Notice to GOR not later than four business days prior to the Due Date.

Upon receipt of such invocation Notice, the GOR shall, transfer the requisite funds into the Designated Escrow Account not later than Two Business Days prior to the Due Date.

On receipt of the requisite funds by the Trustee in the Designated Escrow Account, the Trustee shall ensure that the payment of Principal/Interest is made to the Bond Holders on the Due Date accordingly.

57

PART -3 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.

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

NO

2. details of any litigation or legal action pending or taken by any Ministry or Department of the Government

or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed

NO

3. Remuneration of directors (during the current year and last three financial years);

For Financial Year 2011-12

S.NO. NAME OF DIRECTORS SALARY AND ALLOWNCES

1 Sh. ShailendraAgarwal, CMD 13,22,612

2 Sh. M.L. Gupta, Director Finance 1,06,792

3 Smt. Shashi Mathur, Director Finance 12,02,285

4 Sh. Y.K. Raizada, Director Technical 8,83,290

5 Sh. B.N. Saini, Director Operation 8,03,869



1 Sh. Shailendra Agarwal, CMD 14,85,562


3 Sh. Y. K. Raizada, Director Technical 9,78,862




1 Sh. Shailendra Agarwal, CMD 14,83,870


3 Smt. Seema Srivastava, Director Finance 8,71,221

4 Sh. Y.K. Raizada, Director Technical 6,68,304

5 Sh. S.K. Jain, Director Technical 12,17,645


For Financial Year 2014-15 Salary Paid up to Nov.14


1 Sh. Alok, CMD 12,10,835

58

2 Sh. Sanjay Malhotra, CMD 1,41,360

3 Smt. SeemaSrivastava, Director Finance 7,32,770

4 Sh. Arun Kumar Gupta, Director Finance 5,54,120

5 Sh. S. K. Jain, Director Technical 8,69,111

6 Sh. D.P.Gupta, Director Technical 1,13,364


8. Sh. R.P. Barwar, Director Operation 4,83,563

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

NO

5. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark

NO

6. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any

previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries

NO

7. Details of acts of material frauds committed against the company in the last three years, if any, and if so,

the action taken by the company

NO

59

PART -4 FINANCIAL POSITION OF THE COMPANY

a. Capital structure of the Company

i) CAPITAL STRUCTURE OF RVPN LTD AS ON 31st JANUARY 2015

Particulars As at 31.01.2015

Authorised Share Capital

4,50,00,00,000 (P.Y. 4,50,00,00,000) Equity shares of ` 10 each 45,000,000,000

Issued, Subscribed & Paid Up Share Capital

300,06,66,700 equity shares of ` 10 each *fully paid up & issued (Out of these 44,00,00,000 shares were issued for consideration other than cash)

30,006,667,000

TOTAL 30,006,667,000

ii) EQUITY SHARE CAPITAL AS ON 31ST JANUARY 2015 is as follows

Same as above

iii) CHANGES IN CAPITAL STRUCTURE AS ON 31st JANUARY 2015, FOR THE LAST 5 YEARS

Following equity infused by Govt of Rajasthan,

26.03.2010 2,40,00,00,000

22.03.2011 32,74,98,000

29.03.2011 72,50,20,000

30.03.2012 3,29,46,08,000

21.03.2012 4,18,87,92,000

27.03.2014 3,00,66,00,000

21.05.2014 1,26,00,00,000

31.07.2014 81,66,67,000

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: NIL

b. Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter;

Audited Audited Audited

(March 2014) (March 2013) (March 2012)

Networth 1210.51 864.29 690.94

60

Net Sales 2061.32 2494.14 2035.64

Other Income 85.59 102.34 78.08

EBITDA 1019.68 1007.55 739.77

EBIT 682.45 705.31 481.06

Interest 636.88 664.02 516.98

PAT 45.57 41.29 -35.92

Cash Profit 382.8 573.12 563.61

Dividend Amounts 0 0 0

Current Ratio 0.35 0.43 0.38

Interest Coverage Ratio (EBITDA/ Interest) 1.60 1.52 1.43

Gross Debt/ Equity Ratio 6.19 8.01 8.27

c. Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) No Dividend declared during last 3 years d. A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter; Stated above

Other financial Highlights of RVPN Ltd, 1. Details of the Borrowings of Company i) Details of long term loans as on 31.01.2015:-

(Rs in Crs)

1 LIC 531.21

2 PFC 406.89

3 REC/RGGVY 3850.55

4 SPA/NCRPB 79.84

5 SLR Bonds / HUDCO(BUD) 21.37

6 HUDCO (S&I) 79.80

7 RAPDRP / NABARD 220.30

8 Corporation Bank 72.36

9 Central Bank of India 12.80

10 Oriental Bank of Commerce (66.68) 24.99

11 Oriental Bank of Commerce (77.39) 21.50

12 Oriental Bank of Commerce(161.20) 68.63

13 World Bank 68.93

14 APDRP 0.65

15 TOTAL 5459.82

61

ii) Details of short term loans as on 31.01.2015: (Rs in Crs)

S.No. Name of Fis/Bank Outstanding

as on 30.09.2014

1 PFC – STL 100.00

Total: 100.00

iii) DETAILS OF NCDS as on 31.01.2015

(Rs in Crs)

1 RVPN Bonds 10-11 349.81

2 RVPN Bonds 11-12 399.95

3 RVPN Bonds 12-13 395.50

4 RVPN Bonds 12-13 54.50

5 RVPN Bonds 12-13 257.40

6 RVPN Bonds 12-13 292.60

7 RVPN Bonds 13-14 750.00

8 RVPN Bonds 14-15 300.30

iv) LIST OF TOP 10 BOND HOLDERS as on 28th November 2014

S No. Name of the Bond Holders

Total investment

1 CENTRAL WAREHOUSING CORP EMPLOYEES P FUND 292.70

2 THE PROVIDENT FUND OF THE ASSOCIATED CEMENT COS. LTD. 225.35

3 MTNL EMPLOYEES PROVIDENT FUND TRUST 214.35

4 KSRTC EMPLOYEES CONTRIBUTORY PROVIDENT FUND TRUST 198.30

5 APEPDCL PENSION AND GRATUITY TRUST 182.70

6 KENDRIYA VIDYALAYA SANGATHAN EMPLOYEES PROVIDENT FUND 142.95

7 CHHATTISGARH STATE ELECTRICITY BOARD GRATUITYAND PENSION FUND TRUST 119.85

8 DELHI DEVELOPMENT AUTHORITY 112.50

9 FOOD CORPORATION OF INDIA CPF TRUST 103.10

10 BOARD OF TRUSTEES FOR BOKARO STEEL EMPLOYEES PROVIDENT FUND 90.85

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. - NIL vi) DETAILS OF COMMERCIAL PAPER:- THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING AS ON THE LATEST QUARTER END TO BE PROVIDED AND ITS BREAKUP IN FOLLOWING TABLE:- NIL vii) DETAILS OF REST OF THE BORROWING ( INCL. HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES- NIL

62

viii) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/DEBT SECURITIES ISSUED WHERE TAKEN /

ISSUED:

a. For consideration other than cash , whether in whole or part : NIL

b. At a premium or discount : NIL

c. In pursuance of an option: NIL

(ix) DETAILS OF THE AUDITOR OF THE COMPANY

i) DETAILS OF CHANGE IN AUDITOR SINCE LAST 3 YEARS

Details of the Statutory Auditors of RVPN of last three years

Name Address Auditors since

M/s B. Khosla & Co. Anukampa II, For the financial year 2013-14* Chartered Accountants M.I.Road, Jaipur-302001

Ph.:-0141-2372543, 2372678, 2365480

M/s L.S. Nalwaya & Company 15-16 Banera House, For the financial year 2012-13 Chartered Accountants Sukhadia Circle, Udaipur-313004 Ph.:-0294-2560208

M/s S.R.Goyal & Co., SRG House, Building No.2, For the financial year 2011-12, 2010-11, 2009-10, 2008-09 Chartered Accountants Opp. Ganpati Plaza, M.I.Road,

Jaipur-302001 Ph.:-0141-2362363, 2362365

* It is informed that the Annual Accounts for the financial year 2013-14 are under Supplementary Audit with the A.G. (Raj.) and necessary Audit Certificate from the C&AG is yet to be received.

e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter; Enclosed as attachment to the offer letter

63

DECLARATION

64

Attachment – 1 Rating Rationale from BRICKWORKS

67

Attachment – 2 Rating letter from BRICKWORKS

68

Attachment- 3 Trustee Consent Letter

69

Attachment – 4 Registrar Consent letter

70

Attachment – 5 Shareholder Special Resolution

71

Attachment – 6 Board Resolution

75

Attachment – 8 Audited Cash Flows

77

Attachment – 9 Audited Balance sheet and Profit & Loss account

81

Attachment – 10 Government Guarantee

83

Half yearly Financials as on 30th September 2014

84

Attachment – 10 Application Form

RAJASTHAN RAJYA VIDYUT PRASARAN NIGAM LTD Regd. Office: RVPN, Vidyut Bhawan, Janpath, Jyoti Nagar

Jaipur-05, Rajasthan Tel No: 0141-2747037 Fax No. : 0141-2740066

APPLICATION FORM FOR UNSECURED REDEEMABLE NON-CONVERTIBLE TAXABLE BONDS IN THE NATURE BONDS

Dear Sirs, Having read, understood the contents of memorandum of the Private placement. I/we hereby apply for allotment to me/us, of the 8.69% RRVPNL Bonds. The amount payable on application as shown below is remitted herewith. On allotment please place our/my name in the register of bondholders. I/We bind ourselves to the terms & Conditions contained in the term sheet of private placement. I/We note that the Company is entitled in their absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever. i/We understand that RRVPNL shall be doing such acts and singed such document to carry their duty being true and Just to us/we. APPLICANT’S DETAILS SOLE/FIRST APPLICANT’S NAME IN FULL SECOND APPLICANT’S NAME THIRD APPLICANT’S NAME ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient) TEL FAX PIN CODE SOLE/ FIRST APPLICANT CATEGORY (Tick one) INVESTMENT DETAILS (Tick one) Scheduled Commercial Bank Face Value/ Issue Price Rs 10,00,000/-

Insurance Company Tenure 12 years Regional Rural Bank Interest Rate 8.69% P.A ( payable semi annually) Mutual Fund Company/ Body Corporate Amount payable per Bond (i) Rs 10,00,000/- Provident/ Gratuity/ Superannuation/Pension Fund No. of Bonds Applied For (ii) Others (please specify) – Total Amount Payable (Rs.)

(in fig) (i) x (ii)

DETAILS FOR INTEREST PAYMENT/ REDEMPTION (Ref. Instructions) PAYMENT DETAILS RTGS details of Sole/ First Applicant

Cheque/ Demand Draft No./UTR No.

Bank A/c No. Dated Name of the Bank Drawn on (Name of the Bank) Address of the Branch Branch Banker’s IFSC Code

Applicants may remit their application money by way of electronic transfer or funds through mechanism for credit in the account of “RVPN Ltd -

Collection Account” A/c No - 678705600101, Name of the Bank – ICICI Bank, Branch– B-100, University Marg, Bapu Nagar, Jaipur, 302004, Rajasthan

India, RTGS (IFS code: ICIC0006787), SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions) INCOME TAX DETAILS (Ref. Instructions)

Bank Name Sole/ First Applicant Second Applicant Third Applicant Branch P.A,N./ G.I.R. NO. City Account Number I.T. Circle/ Ward/ District No. Type of Account Savings Current Others

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION Name of the Authorised Signatory(ies) Designation 1. 1. 2. 2. 3. 3. 4. 4.

DETAILS FOR ISSUE OF BONDS IN ELECTRONIC/ DEMATERIALISED FORM APPLICANT’S SIGNATURE(S)

Depository Name (please tick) NSDL CDSL Sole/ First Applicant Depository Participant Name DP-ID Number Client-ID Second Applicant Beneficiary Account Number Name of the Applicant Third Applicant

-------------*-------------*-----------*-----------*-------------*------------*-----------*-----------(Tear Here)-----------*-------------*-------------*-----------*-----------*-----------* -------------*-----------*-----

APPLICATION FORM

RAJASTHAN RAJYA VIDYUT PRASARAN NIGAM LTD’S Application No…………

Regd. Office: RVPN, Vidyut Bhawan, Janpath, Jyoti Nagar, Jaipur (Rajasthan) 302001 (To be filled in by the Applicant) Received from_____________________________________________________________Address_____________________________________________________________ an application for _______________________ Bonds under Option ___________vide Cheque/ Demand Draft No. ___________________Drawn on______________________ Dated______________ amounting to Rs. ________________________________________________________________________. Note: Cheque(s) are subject to realisation.

For Office Use Only Date of Receipt of Application

/ / 1 5

Date of RTGS

/ / 1 5

(PLEASE READ CAREFULLY THE INSTRUCTIONS ON THE NEXT PAGE BEFORE FILLING UP THIS FORM)

ACKNOWLEDGEMENT SLIP

85

INSTRUCTIONS

1. Application forms must be completed in full in BLOCK LETTERS IN ENGLISH. A blank space must be

left between two or more parts of the name.

A B C D E L T D

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an

authorized official of a Bank or by a Magistrate/ Notary Public under his/ her official seal.

2. Application forms duly completed in all respects must be submitted with the Arrangers to the Issue. While

forwarding the application forms, applicants must ensure that the relevant UTR number/ or any other

evidence of having remitted the application money is obtained.

3. All Cheque(s)/ demand draft(s) may be drawn in favour of “RVPN Ltd – Collection Account” and crossed

“Account Payee Only” payable at par at designated enters mentioned elsewhere in the Disclosure Document or by

way of electronic transfer of funds through RTGS mechanism as per following details:


Address of Branch – B-100, University Marg, Bapu Nagar, Jaipur, 302004, Rajasthan India



MICR Code (required for transfer of fund through ECS/EFT) – 302229039


4. Cash, money orders, postal orders and stock invest shall not be accepted.

5. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss/

misplacement, applicants are requested to mention the full particulars to their bank account, as specified in the

Application Form. Interest warrants will then be made out in favour of the company for credit to the applicant’s

account. In case the full particulars are not given, cheques will be issued in the name of the applicant at his/ her risk.

6. Receipt of applications will be acknowledged by the Arrangers to the Issue in the “Acknowledgment Slip”,

appearing below the Application Form. No separate receipt will be issued.

7. All applicants should mention their Permanent Account Number or the GIR number allotted under Income-

Tax Act, 1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has

been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

8. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form.

9. The application would be accepted as per the terms of the scheme outlined in the Disclosure Document for

Private Placement