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THIS ABRIDGED PROSPECTUS CONSISTS OF 48 PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES
Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the
Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the
Prospectus. The investors are advised to retain a copy of Prospectus/Abridged Prospectus for their future reference.
PROMOTER OF THE COMPANY: THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA
PUBLIC ISSUE BY RURAL ELECTRIFICATION CORPORATION LIMITED (REC OR ISSUER OR THE COMPANY) OF TAX FREE SECURED
REDEEMABLE NON CONVERTIBLE BONDS OF FACE VALUE OF ` 1,000 EACH IN THE NATURE OF DEBENTURES HAVING TAX BENEFITS
UNDER SECTION 10 (15) (iv) (h) OF THE INCOME TAX ACT, 1961, AS AMENDED (BONDS) FOR AN AMOUNT AGGREGATING UPTO THE
SHELF LIMIT* (` 4,500 CRORES) BY WAY OF ISSUANCE OF BONDS IN ONE OR MORE TRANCHES IN THE FISCAL 2013 (EACH A TRANCHE
ISSUE, AND TOGETHER ALL TRANCHE ISSUES UPTO THE SHELF LIMIT,ISSUE). THIS TRANCHE ISSUE BY THE ISSUER IS OF BONDS
AGGREGATING TO ` 1000 CRORES WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO THE SHELF LIMIT (I.E. UPTO ` 4,500 CRORES*)
(TRANCHE 1 ISSUE). THIS TRANCHE ISSUE IS BEING OFFERED BY WAY OF THIS PROSPECTUS TRANCHE - 1, WHICH CONTAINS, INTER
ALIA, THE TERMS AND CONDITIONS OF THE TRANCHE - 1 ISSUE (PROSPECTUS TRANCHE - 1), WHICH SHOULD BE READ TOGETHER
WITH THE SHELF PROSPECTUS DATED NOVEMBER 26, 2012 FILED WITH REGISTRAR OF COMPANIES, THE STOCK EXCHANGES AND SEBI
(THE SHELF PROSPECTUS). THE SHELF PROSPECTUS TOGETHER WITH THIS PROSPECTUS TRANCHE - 1 SHALL CONSTITUTE THE
PROSPECTUS.
* Pursuant to the CBDT Notification, the Company has raised ` 500 crores through the private placement of Bonds. Consequently the Shelf Limit which was mentioned
as ` 5000 crores in the Draft Shelf Prospectus stands reduced to ` 4500 crores. This Limit shall be applicable for raising further funds through public issue route and/
or the private placement route such that at least 75% of the allocated amount under the CBDT Notification shall be raised through the public issue route.
The Issue, and for the avoidance of doubt, each Tranche Issue is being made under the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008, as amended (SEBI Debt Regulations) and Notification no. 46/2012.F.No.178/60/2012-(ITA.1) dated November 6, 2012 and corrigendum thereof vide
notification no. 50/2012-Income Tax dated November 15, 2012 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, by
virtue of powers conferred upon it by item (h) of sub-clause (iv) of clause (15) of section 10 of the Income Tax Act, 1961.
GENERAL RISKS
Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to the Issue. For taking an investment decision, Investors must rely on
their own examination of the Issuer and the Issue including the risks involved. Investors are advised to refer to section Risk Factors in the Shelf Prospectus before making
an investment in the Tranche Issue. Prospectus Tranche - 1 has not been and will not be approved by any regulatory authority in India, including the Securities and
Exchange Board of India (SEBI), the Reserve Bank of India (RBI), any registrar of companies or any stock exchange in India.
CRISIL Limited (CRISIL) vide its letter no. MS/FSR/REC/2012-13/1317 dated November 07, 2012, has assigned a credit rating of CRISIL AAA/Stable to the long term
borrowing programme of the Company aggregating to ` 27,500 crores. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing
of financial obligations. Such instruments carry lowest credit risk. Credit Analysis & Research Limited (CARE) vide its letter dated November 9, 2012 has assigned a credit
rating of CARE AAA to the market borrowing programme of the Company for FY 2012-13 aggregating ` 30,000 crores. Instruments with this rating are considered to have
the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. India Ratings and Research Private Limited (formerly
Fitch Ratings India Private. Limited) (IRRPL) vide its letter dated November 07, 2012 has assigned a credit rating of IND AAA to the borrowing programme of the Company
aggregating ` 30,000 crores. This rating denotes the highest rating assigned in its national rating scale. This rating is assigned to the best credit risk relative to all other issuers
or issues in the country. ICRA Limited (ICRA) vide its letter no. D/RAT/2012-13/R7/8 dated November 12, 2012 has assigned the rating of [ICRA] AAA to the long term
borrowing programme of the Company aggregating to ` 30,000 crores. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing
of financial obligations. Such instruments carry lowest credit risk. The above ratings are not a recommendation to buy, sell or hold securities and hence the investors should
take their own decision before investing in the Issue. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and should be evaluated
independently of any other ratings. For further details and for rationale for the above ratings, please refer to Appendix - II of the Shelf Prospectus.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated November 15, 2012 was filed with the National Stock Exchange of India Limited (NSE) (Designated Stock Exchange) and BSE Limited (BSE) on
November 16, 2012 pursuant to the provisions of the SEBI Debt Regulations and was open for public comments for a period of 7 (seven) Working Days (i.e. until 5 p.m. on November 23, 2012).
LISTING
The Bonds are proposed to be listed on the BSE and NSE.NSE shall be the Designated Stock Exchange for the Issue.The BSE and NSE have given their in principle approval
for listing vide their letter no. DCS/SP/PI-BOND/17/12-13 dated November 23, 2012 and letter no. NSE/LIST/187231-2 dated November 23, 2012 respectively.
ISSUE PROGRAMME*
The subscription list for the Issue shall remain open for subscription, from 10:00 A.M. to 5:00 P.M during the period indicated above, with an option for early closure (subject to the Issue being open for a minimum of 3 days and
Category IV portion being fully subscribed) as may be decided by the Board of Directors or the Bond Committee. In the event of such early closure of the subscription list of the Issue, our Company shall ensure that public notice of
such early closure is published on or before the day of such early date of closure as the case may be, through advertisement/s in at least one leading national daily newspaper.
*
Mr. J. S. Amitabh
General Manager & Company Secretary
Rural Electrification Corporation Limited
Core-4, SCOPE Complex
7, Lodhi Road, New Delhi 110 003
Tel: +91 11 2436 7305
Facsimile: +91 11 2436 2039
E-mail: jsamitabh@recl.nic.in
Compliance Officer:
Director (Finance):
Investors may contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related
problems such as non-receipt of allotment advice, bond certificates, credit of allotted Bonds in the respective beneficiary account or refund orders etc.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, Application Form number, address of the Applicant, number of Bonds applied for, amount paid on application, Depository Participant and the collection centres of the Members of the Syndicate where the Application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB, giving
full details such as name, address of Applicant, Application Form number, number of Bonds applied for, amount blocked on Application and the Designated Branch or the collection centre of the SCSB where the Application Form was submitted by the ASBA
Applicant.
All grievances arising out of Applications for the Bonds made through the Trading Members may be addressed directly to the respective Stock Exchanges.
STATUTORY AUDITORS OF THE ISSUER
S.No.
1
Name
M/s Bansal & Co.,
Chartered Accountants,
having Firm Registration: 001113N
Address
A-6, Maharani Bag,
New Delhi 110065
Tel:+91 11 4162 6470
Email: info@bansalco.com
Contact Person: Mr. R.C. Pandey
N Block, Bombay Life Building,
Radial Road 7, Connaught Place,
New Delhi 110 007
Tel: +91 11 23315761
Email: pkc@pkchopra.com
Contact Person: Mr. K S Ponnuswami
Auditor Since
August 12, 2009
REFUND BANK
* The registration of Axis Bank expired on November 15, 2012. However, the Bank has applied for renewal of certificate of registration under
SEBI (Banker to an Issue) Regulation, 1994.
ICRA LIMITED
Building No. 8, 2nd Floor, Tower A
DLF Cyber City, Phase II
Gurgaon122002
Tel: +91-124-4545300
Facsimile: +91-124-4050424
Email: vivek@icraindia.com
Investor Grievance E-mail Id: investors@icraindia.com
Website: www.icra.in
Contact Person: Mr. Vivek Mathur, Senior Group Vice-President
SEBI Registration No.: IN/CRA/003/1999
CONSORTIUM MEMBERS FOR MARKETING OF THE
ISSUE
In addition to the Lead Managers, following are also the Consortium Members for marketing of the Issue:
A. K. Stockmart Private Limited, Axis Capital Limited, Kotak
Securities Limited, SBICAP Securities Limited
For further details, please refer to section General Information on page 16 of Prospectus Tranche -1
TABLE OF CONTENTS
PAGE NO.
OBJECTS OF THE ISSUE
7
ISSUE PROCEDURE
7
TERMS OF PAYMENT
14
OTHER INSTRUCTIONS
25
DETAILS PERTAINING TO THE COMPANY
28
LEGAL AND OTHER INFORMATION
31
RISK FACTORS
34
DECLARATION
37
CENTERS FOR AVAILABILITY AND
38
ACCEPTANCE OF APPLICATION FORMS
LIST OF SELF CERTIFICED SYNDICATE
48
BANKS(SCSBS) UNDER THE ASBA
PROCESS
DISCLAIMER
Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory and/or regulatory
requirements in connection with the subscription to Indian securities by such categories of persons or entities.
Applicants are advised to ensure that Applications made by them do not exceed the investment limits or maximum number of
Bonds that can be held by them under applicable statutory and or regulatory provisions.
Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/
approvals in connection with applying for, subscribing to, or seeking Allotment of Bonds pursuant to the Issue.
The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue.
Applicants are advised to read the Shelf Prospectus and the relevant Tranche Prospectus filed with Registrar of Companies
and the general instructions contained in this application form carefully and to satisfy themselves of the disclosures before
making an application for subscription. Unless otherwise specified, all the terms used in this Application Form have the
same meaning as in the Prospectus. For a copy of the Prospectus, the applicant may request us and/or the Lead Managers.
Further investors are advised to retain the copy of the Prospectus/Abridged Prospectus for their future reference. Please
fill in the Form in English using BLOCK letters. Investors should carefully choose the Series of Bonds they wish to apply
for. For details, please refer to section Terms of the Issue on page 42 of the Prospectus Tranche -1.
6
or in part, in either case, without assigning any reason thereof. The Alternative Investment Funds shall at all time comply
with the conditions for categories as per the SEBI Registration
Certificate and the relevant SEBI notifications.
11. Application by Scheduled Commercial Banks
Scheduled Commercial Banks can apply in this Issue based
upon their own investment limits and approvals. Applications by
them for Allotment of the Bonds must be accompanied by certified true copies of(i) Memorandum and Articles of Association/
charter of constitution; (ii) power of attorney; (iii) resolution authorising investment and containing operating instructions; (iv)
specimen signatures of authorised signatories; (v) board resolution authorising investment; and (vi) PAN card. Failing this, our
Company reserves the right to accept or reject any Application
for Allotment of the Bondsin whole or in part, in either case,
without assigning any reason thereof.
12. Application by Insurance Companies
In case of Applications for Allotment of the Bonds made by Insurance Companies, a certified copy of its certificate of registration issued by IRDA must be lodged along with Application
Form. The Applications must be accompanied by certified copies
of (i) Memorandum and Articles of Association; (ii) power of
attorney; (iii) a resolution authorising investment and containing
operating instructions; and (iv) specimen signatures of authorised signatories. Failing this, our Company reserves the right to
accept or reject any Application for Allotment of the Bonds in
whole or in part, in either case, without assigning any reason
thereof.
13. Applications by Public Financial Institutions as defined in Section 4A of the Companies Act, which are
authorised to invest in the Bonds
Applications by Public Financial Institutions for Allotment of
the Bonds must be accompanied by certified true copies of: (i)
any Act/rules under which such Applicant is incorporated; (ii) a
resolution of the board of directors of such Applicant authorising
investments; and (iii) specimen signature of authorised persons
of such Applicant. Failing this, our Company reserves the right
to accept or reject any Applications for Allotment of the Bonds
in whole or in part, in either case, without assigning any reason
thereof.
14. Applications made by companies and bodies corporate
under the applicable provisions of the Companies Act
Applications made by companies and bodies corporate for Allotment of the Bonds must be accompanied by certified true copies
of: (i) any Act/rules under which such Applicant is incorporated;
(ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen signature of authorised
persons of such Applicant. Failing this, our Company reserves
the right to accept or reject any Applications for Allotment of the
Bonds in whole or in part, in either case, without assigning any
reason thereof.
15. Applications by provident funds and pension funds
which are authorised to invest in the Bonds
Applications by provident funds and pension funds which are
authorised to invest in the Bonds, for Allotment of the Bonds
must be accompanied by certified true copies of: (i) any Act/
rules under which they are incorporated; (ii) a power of attorney, if any, in favour of one or more trustees thereof, (iii)
a board resolution authorising investments; (iii) such other
documents evidencing registration thereof under applicable
11
13
For ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchanges at the
Specified Cities, the ASBA Application will be uploaded onto
the electronic system of the Stock Exchanges and deposited with
the relevant branch of the SCSB at the Specified City named
by such SCSB to accept such ASBA Applications from the
Members of the Syndicate or Trading Members of the Stock
Exchanges, as the case may be (A list of such branches is
available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/
Recognised-Intermediaries ). The relevant branch of the SCSB
shall perform verification procedures and block an amount in
the ASBA Account equal to the Application Amount specified in
the ASBA Application.
For ASBA Applications submitted directly to the SCSBs, the
relevant SCSB shall block an amount in the ASBA Account
equal to the Application Amount specified in the ASBA Application, before entering the ASBA Application into the electronic
system. SCSBs may provide the electronic mode of application
either through an internet enabled application and banking facility or such other secured, electronically enabled mechanism for
application and blocking of funds in the ASBA Account.
ASBA Applicants should ensure that they have funds equal
to the Application Amount in the ASBA Account before submitting the ASBA Application to the Members of the Syndicate or Trading Members of the Stock Exchanges, as the
case may be, at the Specified Cities or to the Designated
Branches of the SCSBs. An ASBA Application where the
corresponding ASBA Account does not have sufficient funds
equal to the Application Amount at the time of blocking the
ASBA Account is liable to be rejected.
The Application Amount shall remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent
transfer of the amount against the Allotted Bonds to the Public Issue Account(s), or until withdrawal/failure of the Issue or
until withdrawal/rejection of the Application Form, as the case
may be. Once the Basis of Allotment is approved, the Registrar
to the Issue shall send an appropriate request to the controlling
branch of the SCSB for unblocking the relevant ASBA Accounts
and for transferring the amount pertaining to Bonds allocated to
the successful ASBA Applicants to the Public Issue Account(s).
In case of withdrawal/ failure of the Issue, the blocked amount
shall be unblocked on receipt of such information from the Registrar to the Issue.
29. Escrow Mechanism for Applicants other than ASBA
Applicants
Our Company shall open an Escrow Account with each of the
Escrow Collection Bank(s) in whose favour the Applicants (other than ASBA Applicants) shall make out the cheque or demand
draft in respect of his or her Application. Cheques or demand
drafts received for the full Application Amount from Applicants in a certain category would be deposited in the Escrow
Account(s). All cheques/bank drafts accompanying the Application should be crossed A/c Payee only must be made
payable to REC Tax Free Bond 2012-13 Escrow Account
Tranche I.
The Escrow Collection Bank(s) shall transfer the funds from
the Escrow Account into the Public Issue Account(s), as per
the terms of the Escrow Agreement and the Shelf Prospectus
and Prospectus Tranche - 1.
The Escrow Collection Banks will act in terms of the Prospectus
Form.
30. Payment by cash/ stockinvest/ money Order
Payment through cash/stockinvest/money Order shall not be accepted in this Issue.
Submission of Completed Application Forms
Mode of Submission of
Application Forms
ASBA Applications
15
Pune, Vadodara and Surat). Kindly note that ASBA Applications submitted to the Lead Managers, Members of the
Syndicate or Trading Members of the Stock Exchanges at
the Specified Cities will not be accepted if the SCSB where
the ASBA Account, as specified in the ASBA Application,
is maintained has not named at least one branch at that
Specified City for the Lead Managers, Members of the Syndicate or Trading Members of the Stock Exchanges, as the
case may be, to deposit ASBA Applications (A list of such
branches is available at http://www.sebi.gov.in/sebiweb/
home/list/5/33/0/0/Recognised-Intermediaries))
Upon receipt of the Application Form by the Lead
Managers, Members of the Syndicate or Trading Members of the Stock Exchanges, as the case may be, an
acknowledgement shall be issued by giving the counter foil of the Application Form to the ASBA Applicant
as proof of having accepted the Application. Thereafter, the details of the Application shall be uploaded in
the electronic system of the Stock Exchanges and the
Application Form shall be forwarded to the relevant
branch of the SCSB, in the relevant Specified City, named
by such SCSB to accept such ASBA Applications from the
Lead Managers, Members of the Syndicate or Trading
Members of the Stock Exchanges, as the case may be
(A list of such branches is available at http://www.sebi.gov.
in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).
Upon receipt of the ASBA Application, the relevant branch
of the SCSB shall perform verification procedures and
check if sufficient funds equal to the Application Amount
are available in the ASBA Account, as mentioned in the
ASBA Form. If sufficient funds are not available in the
ASBA Account, the relevant ASBA Application is liable to
be rejected. If sufficient funds are available in the ASBA
Account, the relevant branch of the SCSB shall block an
amount equivalent to the Application Amount mentioned in
the ASBA Application.
The Application Amount shall remain blocked in the ASBA
Account until approval of the Basis of Allotment and consequent transfer of the amount against the Allotted Bonds to
the Public Issue Account(s), or until withdrawal/failure of
the Issue or until withdrawal/ rejection of the Application
Form, as the case may be.
ASBA Applicants must note that:
(a) Physical Application Forms will be available with the Designated Branches of the SCSBs and with the Members of
the Syndicate or Trading Members of the Stock Exchanges
at the Specified Cities; and electronic Application Forms
will be available on the websites of the SCSBs and the
Stock Exchanges at least one day prior to the Issue Opening
Date. The Application Forms would be serially numbered.
Further, the SCSBs will ensure that the abridged Prospectus
is made available on their websites.
(b) The Designated Branches of the SCSBs shall accept ASBA
Applications directly from ASBA Applicants only during
the Issue Period. The SCSB shall not accept any ASBA Applications directly from ASBA Applicants after the closing
time of acceptance of Applications on the Issue Closing
Date. However, in case of Syndicate ASBA, the relevant
branches of the SCSBs at Specified Cities can accept ASBA
Applications from the Members of the Syndicate or Trading Members of the Stock Exchanges, as the case may be,
after the closing time of acceptance of Applications on the
17
(f)
(g)
(h)
(i)
DP ID
Client ID
Series of Bonds applied for
Number of Bonds Applied for in each Series of Bonds
Price per Bond
Bank code for the SCSB where the ASBA Account is
maintained
Bank account number
Application amount
With respect to ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock
Exchanges only at the Specified Cities, at the time of
registering each Application, the requisite details of the Applicants shall be entered in the on-line system including:
Application Form number
PAN (of the first Applicant, in case of more than one
Applicant)
Investor category and sub-category
DP ID
Client ID
Series of Bonds applied for
Number of Bonds Applied for in each Series of Bonds
Price per Bond
Bank code for the SCSB where the ASBA Account is
maintained
Location of Specified City
Application amount
Bank Account number
A system generated TRS will be given to the Applicant as a
proof of the registration of each Application. It is the Applicants responsibility to obtain the TRS from the Members of
the Syndicate orTrading Members of the Stock Exchanges
and the Designated Braches of the SCSBs, as the case may
be. The registration of the Application by the Members of
the Syndicates or Trading Members of the Stock Exchanges
and the Designated Braches of the SCSBs, as the case may
be, does not guarantee that the Bonds shall be allocated/Allotted by our Company. TRS will be non-negotiable and by
itself will not create any obligation of any kind.
Applications can be rejected on the technical grounds listed
on page 74 of the Prospectus Tranche - 1 or if all required
information is not provided or the Application Form is incomplete in any respect.
The permission given by the Stock Exchanges to use their
network and software of the online system should not in any
way be deemed or construed to mean that the compliance
with various statutory and other requirements by our Company and/or the Lead Managers are cleared or approved
by the Stock Exchange; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of
the compliance with the statutory and other requirements
nor does it take any responsibility for the financial or other
soundness of our Company, the management or any scheme
or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of
any of the contents of the Prospectus Tranche - 1; nor does
it warrant that the Bonds will be listed or will continue to be
19
and the Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the Designated Stock Exchange, the
Lead Managers, the Registrar to the Issue, reserves the right to
proceed as per the Depository records or treat such Applications
as rejected.
Based on the information provided by the Depositories, the
Company shall have the right to accept Applications belonging
to an account for the benefit of a minor (under guardianship).
In case of Applications for a higher number of Bonds than specified for that category of Applicant, only the maximum amount
permissible for such category of Applicant will be considered
for Allotment.
TERMS OF THE ISSUE
35. Authority for the Issue
The GoI, by virtue of power conferred upon it under item (h) of
sub clause (iv) of clause (15) of Section 10 of the Income Tax
Act, 1961, has issued CBDT Notification authorising REC to
issue the said Bonds for an amount aggregating upto ` 5,000
crores in one or more Tranches during the fiscal 2013.
For further details, please refer section Terms of the Issue on
page 42 of the Prospectus Tranche 1
36. Issue and Ranking of Bonds
For further details, please refer section Terms of the Issue on
page 42 of the Prospectus Tranche 1
37. Form, Face Value, Title and Listing etc
The Allotment of the Bonds shall be in a dematerialised form as
well as physical form. The face value of each Bond is ` 1000.
For further details, please refer section Terms of the Issue on
page 42 of the Prospectus Tranche 1
38. Security
The Bonds issued by the Company will be secured by way of
first pari passu charge on the identified immovable property(ies)
of the Company and first pari passu charge on the book debts
of the Company, other than those that are exclusively charged/
earmarked to ITSL and/or any other lender(s) of the Company,
as may be agreed between the Company and the Trustee, pursuant to the terms of the Bond Trust Deed with a minimum
security cover of one time of the aggregate face value of Bonds
outstanding at all times.
39. Credit rating
CRISIL AAA/Stable by CRISIL; CARE AAA by CARE;
IND AAA by IRRPL and [ICRA] AAA by ICRA
For further details and for rationale for the above ratings, please refer to
Appendix - II of the Shelf Prospectus.
40. Period of Subscription
The Issue shall remain open for the period mentioned below:
Issue Opens on
Issue Closes on
*The subscription list for the Issue shall remain open for
subscription, from 10:00 A.M. to 5:00 P.M during the period
indicated above, with an option for early closure (subject to
the Issue being open for a minimum of 3 days and Category
IV portion being fully subscribed), as may be decided by the
Board of Directors or the Bond Committee. In the event of such
the interest period (start date to end date) includes February 29,
interest shall be computed on 366 days-a-year basis, on the face
value amount of Bonds outstanding.
Basis of Allotment
49. Grouping of Applications and Allocation Ratio: For
the purposes of the basis of allotment:
(a) Applications received from applicants who are Category
I (Qualified Institutional Buyers) : Applications received
from Category I (Qualified Institutional Buyers) , shall be
grouped together, (Institutional Portion);
(b) Applications received from applicants who are Category II
(Non Institutional Investors): Applications received from
Category II ( Non Institutional Investors), shall be grouped
together, (Non Institutional Portion);
(c) Applications received from Category III (High Networth Individuals): Applications received from Category III (High
Networth Individuals), shall be grouped together, (HNI
Portion); and
(d) Applications received from Category IV (Retail Individual
Investors): Applications received from Category IV (Retail
Individual Investors), shall be grouped together, (Retail
Portion);
For removal of doubt, Institutional Portion, Non Institutional PortionHNI Portion and Retail Portion are individually referred to as Portion and collectively referred to
as Portions.
For the purposes of determining the number of Bonds available for allocation to each of the abovementioned Portions,
our Company shall have the discretion of determining the
number of Bonds to be allotted upto or over and above the
Base Issue Size, in case our Company opts to retain any over
subscription in the Issue upto the Shelf Limit. The aggregate
value of Bonds decided to be allotted over and above the
Base Issue Size, (in case our Company opts to retain any
over subscription in the Issue), and/or the aggregate value of
Bonds upto the Base Issue Size shall be collectively termed
as the Overall Issue Size.
50. Allocation Ratio
Reservations shall be made for each of the Portions in the below
mentioned format:
Particulars
21
iii) In the event, there are more than one Applicant whose
entitlement remain equal after the manner of distribution referred to above, our Company will ensure that
the basis of allotment is finalised by draw of lots in a
fair and equitable manner.
(g) Applicant applying for more than one series of Bonds : If
an Applicant has applied for more than one series of Bonds,
(Tranche 1 Series 1 and/or Tranche 1 Series 2, individually referred to as Series), and in case such Applicant is
entitled to allocation of only a part of the aggregate number
of Bonds applied for, the Series-wise allocation of Bonds
to such Applicants shall be in proportion to the number of
Bonds with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and Designated Stock Exchange.
All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue shall be taken by our Company in consultation
with the Lead Managers and the Designated Stock Exchange
and in compliance with the aforementioned provisions of this
Prospectus Tranche -1. Any other queries/issues in connection
with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers.
Our Company would allot Tranche 1 Series 2 Bonds to all valid
Applications, wherein the Applicants have not indicated their
choice of the relevant Series of Bonds.
Our Company has the discretion to close the Issue early
(subject to the Issue being open for a minimum of 3 days
and Category IV portion being fully subscribed) irrespective
of whether any of the other Portion(s) are fully subscribed
or not.
Payment of Refunds
52. Refunds for Applicants other than ASBA Applicants
Within 12 Working Days of the Issue Closing Date, the Registrar to the Issue will dispatch refund Orders/give instructions
for electronic refunds, as applicable, of all amounts payable to
unsuccessful Applicants (other than ASBA Applicants) and also
any excess amount paid on Application, after adjusting for allocation/ Allotment of Bonds..
The Registrar to the Issue will obtain from the Depositories, the
Applicants bank account details, including the MICR code, on
the basis of the DP ID and Client ID provided by the Applicant
in their Application Forms, for making refunds.
For Applicants who receive refunds through ECS, direct credit, RTGS or NEFT, the refund instructions will be given to the
clearing system within 12 Working Days from the Issue Closing
Date. A suitable communication shall be dispatched to the Applicants receiving refunds through these modes, giving details
of the bank where refunds shall be credited along with amount
and expected date of electronic credit of refund. Such communication will be mailed to the addresses of Applicants, as per the
Demographic Details received from the Depositories.
The Demographic Details would be used for mailing of the
physical refund Orders, as applicable.
53. Mode of making refunds for Applicants other than
ASBA Applicants
The payment of refund, if any, for Applicants other than ASBA
Applicants would be done through any of the following modes:
23
67.
68.
69.
70.
would be borne by us. Charges, if any, levied by the Applicants bank receiving the credit would be borne by the
Applicant.
National Electronic Fund Transfer (NEFT)
Payment of refund shall be undertaken through NEFT wherever the Applicants bank branch is NEFT enabled and has
been assigned the IFSC, which can be linked to an MICR
code of that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date prior to the date
of payment of refund, duly mapped with an MICR code.
Wherever the Applicants have registered their MICR number and their bank account number while opening and operating the beneficiary account, the same will be duly mapped
with the IFSC Code of that particular bank branch and the
payment will be made to the Applicants through this method. The process flow in respect of refunds by way of NEFT
is at an evolving stage and hence use of NEFT is subject to
operational feasibility, cost and process efficiency and the
past experience of the Registrar to the Issue. In the event
NEFT is not operationally feasible, the payment would be
made through any one of the other modes as discussed in
this section.
Cheques or Demand drafts
By cheques or demand drafts made in the name of the Bond
holders whose names appear in the Register of Bondholders
as maintained by REC and/or as provided by the Depositories.
All cheques or demand drafts as the case may be, shall be sent
by registered/speed post at the Bondholders sole risk.
Printing of Bank Particulars
As a matter of precaution against possible fraudulent encashment of refund Orders and interest/redemption warrants
due to loss or misplacement, the particulars of the Applicants bank account are mandatorily required to be provided
for printing on the Orders/warrants. Applications without
these details are liable to be rejected. However, in relation
to bonds applied for and held in dematerialised mode, these
particulars will be taken directly from the Depositories. In
case of Bonds held in physical form either on account of allotment, or rematerialisation, the Bondholders are advised
to submit their bank account details with the Registrar to
the Issue before the Record Date, failing which the amounts
will be dispatched to the postal address of the Bondholders
at the sole risk of the Bondholders. Bank account particulars
will be printed on the orders/warrants which can then be
deposited only in the account specified.
Transfer of the Bonds, Issue of Consolidated Bond Certificates, etc.
For further details, please refer section Terms of the IssueTransfer of the Bonds, Issue of Consolidated Bond Certificates, etc. on page 44 of the Prospectus Tranche 1
Special Tax Benefit
For the details of tax benefits, please refer to section
Statement of Tax Benefits on page 27 of the Prospectus
Tranche - 1.
Taxation
The Bonds are tax free in nature and the interest on
the Bonds will not form part of the total income. For
further details, please refer to section Statement of Tax
Benefits on page 27 of the Prospectus Tranche - 1.
25
27
C. OUR MANAGEMENT
Under our Articles of Association, we are required to have not
less than three directors and not more than fifteen directors. We
currently have eight directors out of which three are executive
Directors including the Chairman and Managing Director, four
Part-time Non-official Independent Directors and one Government Nominee Director
Our Board
The following table sets forth details regarding our Board as on
the date of the Shelf Prospectus.
Name
Shri Rajeev Sharma
Shri Prakash Thakkar
1,200.00
987.46
3,222.43
C) SECURITIES PREMIUM ACCOUNT
For further details, please refer sectionCapital Structure on
page page 64 of the Shelf Prospectus.
Director (Finance)
Executive Director
Non- Independent Director
Government Nominee Director
Non-Executive Director
Non-Executive Director
Independent Director
B. CAPITAL STRUCTURE
Designation
Chairman and Managing
Director
Non-Independent Director
Director (Technical)
Executive Director
Non-Independent Director
Non-Executive Director
Independent Director
Non-Executive Director
Independent Director
Non-Executive Director
Independent Director
For further details, please refer to the section Our Management
on page 136 of the shelf prospectus
None of our Directors name is appearing on the RBI Defaulter
List and/or Export Credit Guarantee Corporation defaulter list.
Relationship with other Directors
None of the Directors of the Company are, in any way, related
to each other.
Dr. Govinda Marapalli
Rao
Shri Venkataraman
Subramanian
Dr. Sunil Kumar Gupta
Standalone
Pre Issue ^
Post Issue *#
2,500.00
2,500.00
87,556.47
92,556.47
90,056.47
95,056.47
987.46
987.46
13,757.46
13,757.46
14,744.92
14,744.92
6.11
6.45
^ Pre Issue Standalone and Consolidated figures are as on March 31, 2012.
Consolidated
Pre Issue ^
Post Issue *#
2,501.71
2,501.71
87,556.47
92,556.47
90,058.18
95,058.18
987.46
987.46
13,818.42
13,818.42
14,805.88
14,805.88
6.08
6.42
29
F. FINANCIAL INFORMATION
STANDALONE REFORMATTED STATEMENT OF ASSETS AND LIABILITIES
(` in Crores)
I.
(1)
(2)
(3)
II.
(1)
30
Note
No.
EQUITY AND LIABILITIES
Shareholders' Funds
A
(a) Share Capital
B
(b) Reserves and
Surplus
Sub-total (1)
Non-current Liabilities
C
(a) Long-term
Borrowings
(b) Deferred Tax
Liabilties (Net)
D
(c) Other Long-term
Liabilities
E
(d) Long-term
Provisions
Sub-total (2)
Current Liabilities
F
(a) Short-term
Borrowings
G
(b) Other current
liabilities
E
(c) Short-term
Provisions
Sub-total (3)
Particulars
Total (1+2+3)
ASSETS
Non-current Assets
(a) Fixed assets
(i) Tangible Assets
As at
31.03.2012
31.03.2011
(iv) Intangible
Assets
under Develop-ment
I
(b) Non-current
Investments
(c) Deferred Tax Assets
(Net)
31.03.2009
31.03.2008
987.46
13,757.46
987.46
11,801.16
987.46
10,092.88
858.66
5,331.42
858.66
4,509.05
14,744.92
12,788.62
11,080.34
6,190.08
5,367.71
76,553.68
61,173.02
45,834.75
31,860.91
31,873.50
956.69
817.08
26.19
61.78
49.76
33.62
28.17
19.10
76,641.65
61,222.78
45,868.37
32,845.77
32,709.68
2,500.00
375.00
3,080.00
2,595.00
1,128.00
14,502.37
11,625.58
8,994.84
12,926.50
2,769.93
339.65
500.69
529.60
311.32
349.10
17,342.02
12,501.27
12,604.44
15,832.82
4,247.03
1,08,728.59
31.03.2010
86,512.67
69,553.15
54,868.67
42,324.42
68.24
2.22
62.17
3.08
63.16
3.94
56.62
0.02
55.39
0.02
7.92
3.01
3.02
4.47
2.70
0.10
78.48
710.43
68.26
789.65
70.12
862.70
61.11
957.70
58.11
1,053.08
10.05
12.77
7.37
(2)
Sub-total (2)
Total (1+2)
As at
Note
No.
Particulars
31.03.2012
181.88
31.03.2011
31.03.2010
31.03.2009
31.03.2008
89,985.31
73,206.57
58,931.50
45,544.08
33,531.78
247.92
364.18
434.99
760.46
760.19
74,441.43
60,306.68
47,323.35
47.16
47.16
47.16
35,403.16
91,214.07
47.16
5,311.48
2,831.89
1,390.31
1,886.04
1,253.04
2,967.50
1,200.00
1,728.33
0.11
571.13
9,188.38
7,992.19
6,080.67
5,612.01
5,002.77
17,514.52
12,071.24
9,246.47
7,545.32
6,921.26
1,08,728.59
86,512.67
69,553.15
54,868.67
42,324.42
94.32
I.
Revenue from
Operations
II. Other Income
III. Total Revenue (I+II)
IV. Expenses
(i) Finance Costs
(ii) Employee Benefits
Expense
(iii) Depreciation &
Amortization
(iv) Other Expenses
(v) Allowance for Bad &
Doubtful Debts
(vi) Allowance for
Rescheduled Loans
(vii) Allowance for
Diminution in
Investments
(viii) Foreign Currency
Exchange Fluctuation
Loss
Total Expenses (IV)
V.
Profit before Prior
Period Items & Tax
(III-IV)
VI. Prior Period Items
Year ended
Notes
No.
Particulars
O
P
Q
R
31.03.2012
10,337.59
31.03.2011
8,256.91
31.03.2010
6,549.76
31.03.2009
4,757.17
31.03.2008
3,378.22
171.48
10,509.07
238.35
8,495.26
157.84
6,707.60
174.11
4,931.28
159.44
3,537.66
6,378.80
170.97
4,851.01
127.47
3,912.85
117.10
2,898.70
87.22
2,063.16
92.30
3.27
3.03
2.15
1.36
1.39
58.35
49.09
34.02
0.22
28.07
0.22
24.28
2.37
19.30
39.99
3.18
1.06
52.55
9.59
6,716.21
3,792.86
5,015.75
3,479.51
4,060.39
2,647.21
3,014.99
1,916.29
2,225.73
1,311.93
3.23
0.10
-0.39
0.57
31
Particulars
Year ended
Notes
No.
31.03.2012
31.03.2011
31.03.2010
31.03.2009
31.03.2008
Profit before Tax (V3,792.86
3,476.28
2,647.11
1,916.68
1,311.36
VI)
974.59
908.12
693.53
504.99
373.80
(ii) Earlier Years/ (Refunds)
-1.48
3.64
-48.35
(iii) Deferred Tax
2.72
-5.41
0.51
139.61
77.41
Total Tax Expense
975.83
906.35
645.69
644.60
451.21
(i+ii+iii)
equity share of ` 10
each)
28.53
26.03
23.06
14.81
10.94
(1) Basic
28.53
26.03
23.06
14.81
10.94
(2) Diluted
VII.
AND
STATUTORY
33
35
2.
3.
4.
5.
6.
7.
8.
37
38
39
40
41
42
43
44
45
46
47
LIST OF SELF CERTIFIED SYNDICATE BANKS (SCSBS) UNDER THE ASBA PROCESS
Sr. Syndicate ASBA Bank
No.
1 Axis Bank Limited
Branch Address
Contact Person
Contact Number
Fax
Centralised Collections and Payment Hub (CCPH) 9th Floor, Solaris, C-Wing Opp L&T Gate No 6,
Saki Vihar Road, Powai, Mumbai 400072
Gunfoundry, Hyderabad
Capital Market Branch, Ist Floor, Earnest House, NCPA Marg, Nariman Point, Mumbai-400021
Anakatchery Buildings, Y M C A Road, Statue, Thiruvananthapuram-695001
IDBI Bank Limited, Central Processing Unit, Sarju House, 3rdFloor, Plot No 7, Street No. 15, Andheri MIDC,
Andheri (E), Mumbai, Pin : 400093
State Bank of Bikaner & Jaipur, P.R. Road, Jaipur -302005
YES Bank Limited, Tiecicon House, Second Floor, Dr. E Moses Road, Mahalaxmi, Mumbai 400 011
022-40754981/ 82/83/9820850829
022-40754996
040-23387325
22841406/22842764/9870340031
0471-2333676
022-6670 0659/66700660
040-23387743
022-22843823
0471-2338134
022-66700669/708
0141-4003380/ 9413398771
022 66229031/ 9164/9070
0141-2365219
022-24974875
022 22621124
022-66009666
022-22676685/2264 2787
022-25799801
40468314/40468307
022-22627600
080-25584281
022-22694160/22652595/22663947/
9730000438
022-22094927/ 022-22094932
022-22046160/ 022-22046160
022-22835236
022-22611138
080-25584281
022-22681296
022-22650747
022-22046160
022-67115485/9870403732
022-66536005
Sanjay Sawant
Shri Navin Kumar Pathak,
Senior Manager
S Girish
Mr. Yogesh Adke
Shri S. K. Jain, Chief Manager
Nori Subrahmanyam
Dhanya Dominic
Mr. V Muthukumar / Mr. M Veerabahu
Mr. Vineet Bansaj
Shri B.K. Palrecha
Asstt. General Manager
Mr. Nitin Gulgule
Nandita Halady
Miti shah
Manager
Mr. K. S. Prasanna
AGM (CMS & Demat)
022-66056587
022-22723631/1677/
9619810717
022-26535504/98199 12248
9833670809 / 022-66366589
022-22655739/22662018
044- 24340374
0484-2201847
044 24330233
022-22623148 / 22623149
022-22654791/95
022-66056642
022-22721782
022-26535824
022-66366590
022-22661935
044-24340374
0484-2385605
044 24347755
022-22623150
022-22654779
022 26757247/234
022-6157 3833
9879506795
022 40180105
022-022-22677405/406
03322624175/03322624176
022-26757358
022-6157 3910
07926564715
2222870754
022-22677404
033-22624176
P Padmavathy Sundaram,
Chief Manager
John K Mechery
Mr. R.S. Mani / Mr. M. Sasikumar
022-22621844
022-22700997
9645817905
044-28513616/ 28513617/ 28513618
0484-2351923
044- 28513619
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Bank of Baroda
ICICI Bank Ltd
Vijaya Bank
Bank of Maharashtra
Capital Market Services Branch, PNB House, Fort, Sir P.M.Road, Mumbai
Sidrah, 110, Swami Vivekananda Road, Khar (West), Mumbai- 400052
Mumbai Samachar Marg, Fort, Mumbai 400 023.
FIG OPS Department, Lodha, I Think Techno Campus, O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East) Mumbai - 400 042 Maharashtra.
Mumbai Main Office, Mumbai Samachar Marg, Fort, Mumbai 400 023.
Capital Market Division,Fort
Head Office Bldg 41/2,M G Roadbangalore Karnataka State 560001
Fort Branch, 1stFloor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai 23
16
17
Capital Market Branch, Videocon Heritage Building (Klick House), Charanjit Rai Marg, Fort, Mumbai-400 001
18, Homi Modi StreetNanavati Mahalaya, Fort Branch, Mumbai-400023.
18
HSBC Limited
19
20
21
22
23
24
25
26
27
28
CITI Bank
IndusInd Bank
Allahabad Bank
Karur Vysya Bank Ltd
The Federal Bank Limited
Indian Bank
Central Bank of India
Oriental Bank of Commerce
3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West) Mumbai 400 064
(address of IPO Operations office)
Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western, Express Highway, General AK Vaidya Marg,Malad (E)
Stock Exchange Branch, Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street,
Fort, Mumbai 400 023.
Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai - 51
Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai 01
Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg, Post Box No. 282, Mumbai, Maharashtra 400 023
DEMAT CELL, SECOND FLOOR,No 29,RANGAN STREET, T NAGAR, CHENNAI - 600 017
ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031
Nandanam Branch- 480 Anna Salai, Nandanam 600035
Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001
67, Bombay Samachar Marg, Sonawala Building, Fort,Mumbai -400001
29
30
31
32
33
34
35
Syndicate Bank
Crescenzo, 3rdFloor, C/3839, G-Block, Opp. MCA Club, Brandra-Kurla, Complex, Bandra(E), Mumbai 400 051
J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098
Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge.
Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023
Merchant Banking Division, 407-412, 4thFloor, Himalaya House, 79, Mata Ramabai Ambedkar Marg, Mumbai 400 001
Global Cash Management Services Hub, 4th Floor, United Bank of India, United Tower, Head Office,11,
Hemanta Basu Sarani, Kolkata 700 001.
Capital Market Services Br. 26A, First Floor, SyndicateBank Bldg, P.M. Road, Fort, Mumbai - 1
36
37
ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam 682035, Kerala, India.
Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai 600 002
38
Mr. K. Natarajan
044-26192552
044-26204174
39
Tamilnad Mercantile Bank Ltd.,Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2nd Avenue,
Anna Nagar (West), Chennai - 600 040, Tamilnadu, India
48, Mahalakshmi St.,T.Nagar, Chennai - 600 017.
Sivaraman
044 - 24348586
40
41
French Bank Bldg., 62, Homji Street, Fort, Mumbai 400 001
Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014
42
43
BNP Paribas
The Kalupur Commercial
Co-Operative Bank Ltd.
Bank of America N.A.
The Lakshmi Vilas Bank Ltd.
EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Chennai 600014
64,DR,V.B.Gandhi Marg, P.B.No.1783, Kalaghoda, Fort Mumbai, Great Mumbai District, Maharashtra-400001
Swaminathan Ganapathy
Raghu Nagarajan
044-43528911
22670267
44
45
46
47
48
Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400 001.
Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat 395001
The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai,
Maharashtra - 400 001
Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector 17, Vashi, Navi Mumbai 400703
044-42904526
22-22672255-22672247(M)22673435(CM)
0172-2779116, 2546124, 2543868/
9779586096
9022469176
0261-2464577
022 2202535
Mr. A. A. Bhatia
48
022 66501620
079-27544666
0172-2546080
022-22656346
0261-2464577, 592
022-22871637
27884153
022-6752 8470
022-22694426/22702880
0824-2228138
079-26564863