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POWER FINANCE CORPORATION LIMITED - LONG TERM INFRASTRUCTURE BONDS
APPLICATION FORM
(FOR RESIDENT INDIVIDUALS / HINDU UNDIVIDED FAMILIES)
A GOVERNMENT OF INDIA UNDERTAKING
(Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company)
Registered Office and Corporate Office: ‘‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India.
Tel: +91 11 2345 6000. Fax: +91 11 2341 2545.
Compliance Officer & Company Secretary: Mr. J. S. Amitabh, Tel: +91 11 2345 6000 Fax: +91 11 2345 6285.
E-mail: infrabonds11-12@pfcindia.com. Website: www.pfcindia.com.
ISSUE OPENS ON
: THURSDAY, SEPTEMBER 29, 2011
ISSUE CLOSES ON : FRIDAY, NOVEMBER 4, 2011
Application No.
PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (“COMPANY” OR “ISSUER”) OF ‘LONG TERM INFRASTRUCTURE BONDS’ OF FACE VALUE OF ` 5,000 EACH, IN THE NATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER
SECTION 80CCF OF THE INCOME TAX ACT, 1961, AS AMENDED, (“BONDS”) AGGREGATING ` 200 CRORES WITH AN OPTION TO RETAIN AN OVERSUBSCRIPTION UPTO THE SHELF LIMIT (I.E. ` 6,900 CRORES).
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 (THE “PROSPECTUS TRANCHE -1”), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS
DATED SEPTEMBER 26, 2011 FILED WITH THE DESIGNATED STOCK EXCHANGE AND SEBI (THE “SHELF PROSPECTUS”). THE SHELF PROSPECTUS TOGETHER WITH THIS PROSPECTUS TRANCHE -1 SHALL CONSTITUTE “THE PROSPECTUS”
The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“SEBI Debt Regulations”).
*The Issue does not exceed 25% of the incremental infrastructure investment made by the Company during Fiscal 2011. This document is for distribution only in India.
CREDIT RATING : “AAA/Stable” from CRISIL and “AAA with stable outlook” from ICRA
Broker’s Name & Code
Bank Branch Stamp
Sub-Broker’s/ Agent’s Code
Date of Receipt
Bank Branch Serial No.
STANDARD CHARTERED SECURITIES (INDIA) LTD.
23/13333-38
To, The Board of Directors, POWER FINANCE CORPORATION LIMITED, Registered Office and Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India.
Dear Sirs,
Having read, understood and agreed to the contents and terms and conditions of Power Finance Corporation Limited Shelf and Tranche Prospectus dated September 26, 2011, (“Prospectus”) I/We hereby apply for allotment to me/us; of the under mentioned Bonds out of the Issue. The amount payable on application for the below mentioned
Bonds is remitted herewith. I/We hereby agree to accept the Bonds applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. I/We irrevocably give my/our authority and consent to PNB Investment Services Limited, to act as my/
our trustees and for doing such acts and signing such documents as are necessary to carry out their duties in such capacity. I/We confirm that : I am/We are Indian National(s) resident in India and I am/ we are not applying for the said Bonds Issues as nominee(s) of any person resident outside India and/or Foreign National(s).
Notwithstanding anything contained in this form and the attachments hereto, I/we confirm that I/we have carefully read and understood the contents, terms and conditions of the Prospectus, in their entirety and further confirm that in making my/our investment decision, (i)I/We have relied on my/our own examination of the Company and the
terms of the Issue, including the merits and risks involved, (ii) my/our decision to make this application is solely based on the disclosures contained in the Prospectus, (iii)my/our application for Bonds under the Issue is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities
by me/us, (iv) I am/We are not persons resident outside India and/or foreign nationals within the meaning thereof under the Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars issued thereunder, and (v) I/We 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.
d d / m m / 2011
Date
Please fill in the Form in English using BLOCK letters
APPLICANTS’ DETAILS
NAME OF SOLE/FIRST APPLICANT Mr./Mrs./Ms.
ADDRESS
(of Sole / First Applicant)
years
AGE
Pin Code
(Compulsory)
City
Mobile
Telephone
E-mail
SECOND APPLICANT Mr./Mrs./Ms.
THIRD APPLICANT Mr./Mrs./Ms.
CATEGORY :
Resident Indian individuals
HUF through the Karta
OPTION TO HOLD THE BONDS IN PHYSICAL FORM (If this option is selected, the KYC Documents as mentioned in Instruction No. 27 are mandatory)
In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the Bonds in physical form. I/We hereby confirm that Nomination (Please see instruction no. 17)
the information provided in “APPLICANTS’ DETAILS” is true and correct. I/We enclose herewith self attested copies of PAN
Card, Proof of Individual ID, Proof of Residence Address as the KYC Documents and also or self attested copy of cancelled Name of the Nominee :
cheque of the said Bank Account.
In case of Minor, Guardian :
Bank Details for payment of Refund / Interest / Maturity Amount
Branch :
Bank Name :
Sole/First Applicant
Second Applicant
Third Applicant
Account No.:
IFSC Code :
DEPOSITORY PARTICIPANT DETAILS (These details need not be given if the option to hold the Bonds in Physical Form is selected. Please also refer to instruction no. 27)
Depository Name (Please ✓)
National Securities Depository Limited
Central Depository Services (India) Limited
Depository Participant Name
DP - ID
I
N
Beneficiary Account Number
(16 digit beneficiary A/c. No. to be mentioned above)
INVESTMENT DETAILS
Series
1
2
3
4
Face Value per Bond / Issue Price (A)
` 5,000
` 5,000
` 5,000
` 5,000
Frequency of Interest payment
Annual
Cumulative
Annual
Cumulative
Yes
Yes
Yes
Yes
One date, being the date falling five years and
one day from the Deemed Date of Allotment
One date, being the date falling five years and
one day from the Deemed Date of Allotment
One date, being the date falling seven years and
one day from the Deemed Date of Allotment
One date, being the date falling seven years and
one day from the Deemed Date of Allotment
Buyback Amount
` 5,000 per Bond and accrued interest calculated from
the last interest payment date to the Buyback Date
` 7,519 per Bond and interest on Application
Interest compounded annually at 8.5 %
` 5,000 per Bond and accrued interest calculated from
the last interest payment date to the Buyback Date
` 8,995 per Bond and interest on Application
Interest compounded annually at 8.75%
Buyback Intimation Period
The period beginning not more than nine months prior
to the Buyback Date and ending not later than six
months prior to the Buyback Date
The period beginning not more than nine months
prior to the Buyback Date and ending not later
than six months prior to the Buyback Date
The period beginning not more than nine months
prior to the Buyback Date and ending not later than
six months prior to the Buyback Date
The period beginning not more than nine months
prior to the Buyback Date and ending not later
than six months prior to the Buyback Date
Buyback Facility
Buyback Date
8.5%
8.5%
8.75%
8.75%
One date, being the date falling ten years
from the Deemed Date of Allotment
One date, being the date falling ten years
from the Deemed Date of Allotment
One date, being the date falling fifteen years
from the Deemed Date of Allotment
One date, being the date falling fifteen years
from the Deemed Date of Allotment
` 5,000 per Bond and accrued interest calculated from
the last interest payment date to the maturity date
` 11,305 per Bond and interest on Application
Interest compounded annually at 8.50%
` 5,000 per Bond and accrued interest calculated
from the last interest payment date to the maturity date
` 17,596 per Bond and interest on Application
Interest compounded annually at 8.75%
Interest Rate p.a (%)
Redemption/Maturity Date
Maturity Amount
No. of Bonds applied for (B)
Amount Payable (`) (AxB)
Total Numbers of Bonds (Series 1+ 2 + 3 + 4)
Total Amount Payable (Series 1+ 2 + 3 + 4) (`)
For various modes of interest payment, see "Terms of the Issue - Modes of Payment" on page 35 of the Tranche Prospectus.
Common Terms of the Issue :
Issuer
:
Power Finance Corporation Limited
Registrar
:
Karvy Computershare Private Limited
Face Value (`)
:
` 5,000
Modes of Payment by Applicant
:
1. At par cheques 2. Demand drafts
Issue Price (`)
:
` 5,000
Issuance#
:
In dematerialized form and physical form
Minimum Application
:
One Bond and in multiples of one Bond thereafter.
Lock-in Period
:
Five years from the Deemed Date of Allotment
Pay-in Date
:
Application Date (Full Application Amount is payable on Application)
Trading
:
In dematerialized form only following expiry of the Lock-in Period
Ratings
:
“AAA/Stable” from CRISIL and “AAA with stable outlook” from ICRA
Interest on Application Money
:
5.5% per annum. For further details, please see General Instruction no. 9
Listing
:
BSE
Interest on Refund
:
4.0% per annum. For further details, please see General Instruction no. 9
Security
:
The Bonds issued by the Company will be secured by creating a charge on the
Option to hold Bonds
:
The investors have the option to hold bonds in both physical or demat form. For further
book debts of the company along with identified immovable property by an
details,
please see General Instruction no. 27
first charge/pari pasu charge, as may be agreed between the Company and the
Basis of Allotment
:
On a FIRST COME FIRST SERVE basis. For further details, please see General Instruction no. 35
Debenture Trustee, pursuant to the terms of the Debenture Trust Deed.
# In terms of Regulation 4(2)(d) of the Debt Regulations, the Company will make public issue of the Bonds in the dematerialised
Debenture Trustee
:
PNB Investment Services Limited
form. However, in terms of Section 8 (1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the
Depositories
:
Central Depository Services (India) Limited (“CDSL”) and National Securities
Bonds in physical form will fulfil such request.
Depository Limited (“NSDL”)
Public Issue of ‘long term infrastructure bonds’ of face value of ` 5,000 each, in the nature of secured, redeemable, non-convertible debentures, having tax benefits under section 80CCF of the Income Tax Act, 1961, as amended, aggregating ` 200 crores with an option to retain
an oversubscription upto the Shelf Limit (i.e. ` 6,900 crores), which does not exceed 25% of the incremental infrastructure investment made by the Company in Fiscal 2011. For further details, please refer to page 27 of the Tranche Prospectus.
PAYMENT DETAILS (See General Instruction no. 30)
Total Amount Payable
(` in figures)
(` in words)
Cheque / Demand Draft No.
Dated
/ 2011
Drawn on Bank
Branch
Please Note : Cheque / DD should be drawn in favour of “PFC - Public Bond Issue A/c” by all applicants. Cheques should be crossed “A/c Payee only”. Please write the sole/first Applicant’s name, phone no. and Application no. on the reverse of Cheque/DD.
Demographic details for purpose of refunds, if any, shall be taken from (i) Bank details as mentioned above for applicants who select the option to hold the Bonds in Physical Form; or (ii) the records of the Depositories otherwise.
SOLE/FIRST APPLICANT
SECOND APPLICANT
THIRD APPLICANT
PERMANENT ACCOUNT NUMBER
(Furnishing of Subscriber’s PAN is mandatory.
For additional details, refer Instruction no. 25)
SIGNATURE(S)
TEAR HERE
ACKNOWLEDGEMENT SLIP
ACKNOWLEDGEMENT
SLIP FOR APPLICANT
TEAR HERE
POWER FINANCE CORPORATION LIMITED
POWER FINANCE CORPORATION LIMITED
Date
d d / m m / 2011
A GOVERNMENT OF INDIA UNDERTAKING
(Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company)
Registered Office and Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India.
Tel: +91 11 2345 6000. Fax: +91 11 2341 2545. Compliance Officer & Company Secretary: Mr. J. S. Amitabh, Tel: +91 11 2345 6000 Application No.
Fax: +91 11 2345 6285. E-mail: infrabonds11-12@pfcindia.com. Website: www.pfcindia.com.
PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (“COMPANY” OR “ISSUER”) OF ‘LONG TERM INFRASTRUCTURE BONDS’ OF FACE VALUE OF ` 5,000 EACH, IN THE NATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER
SECTION 80CCF OF THE INCOME TAX ACT, 1961, AS AMENDED, (“BONDS”) AGGREGATING ` 200 CRORES WITH AN OPTION TO RETAIN AN OVERSUBSCRIPTION UPTO THE SHELF LIMIT (I.E. ` 6,900 CRORES). 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 (THE “PROSPECTUS TRANCHE -1”), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED SEPTEMBER 26, 2011 FILED WITH THE DESIGNATED
STOCK EXCHANGE AND SEBI (THE “SHELF PROSPECTUS”). THE SHELF PROSPECTUS TOGETHER WITH THIS PROSPECTUS TRANCHE -1 SHALL CONSTITUTE “THE PROSPECTUS”
Received From
Series
1
2
3
4
Face Value
(A)
` 5,000/` 5,000/` 5,000/` 5,000/Grand Total (1+2+3+4)
No. of Bonds applied for
(B)
Acknowledgement is subject to realization of Cheque / Demand Draft.
Amount Payable (`)
(A x B)
Cheque/Demand Draft No.
Dated
2011
Bank's Stamp & Date
Drawn on (Name of the Bank and Branch)
All future communication in connection with this application should be addressed to the Registrar to the Issue
KARVY COMPUTERSHARE PRIVATE LIMITED, ”Karvy House” 46, Avenue 4, Street No. 1, Banjara Hills,
Hyderabad- 500 034, India. Tel: 1-800-3454001, Fax: +91 (40) 23431551,Email: pfcinfrabonds@karvy.com,
Investor Grievance Email: einward.ris@karvy.com Website: www.karvy.com Contact Person: Mr. Murali
Krishna SEBI Registration: INR000000221. Quoting full name of Sole/First Applicant, Application No., Type of
options applied for, Number of Bonds applied for under each option, Date, Bank and Branch where the
application was submitted and Cheque/Demand Draft Number and Issuing bank.
While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Bank matches with the date stamp on the Acknowledgement Slip.
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POWER FINANCE CORPORATION LIMITED : APPLICATION FORMS AVAILABLE AT FOLLOWING LOCATIONS
LEAD MANAGERS TO THE ISSUE
SBICAP SECURITIES LTD
Agra: SBICAP Securities Ltd C/O Sbi Main Branch, Chipitola,282001, 2252079. Ahmedabad: SBICAP Securities Ltd 4, Nishka Avenue, Opp Pizza Hut, Navrangpura,380009,26561450. SBICAP Securities Ltd 2nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite,380015,26764456. SBICAP Securities Ltd C/O State Bank Of India, 1St Floor, Modi Arcade,
Near Rly Station, Maninagar (West),380008,25469205. Amritsar: SBICAP Securities Ltd C/O, State Bank Of India, Main Branch, Town Hall,143001,5030146. Bangalore: SBICAP Securities Ltd Sbi Lho Campus Behind Spb Branch St. Marks Road,560001,32905247. SBICAP Securities Ltd Pb No-483, No-73 K R Road. Sbm Building 1St Flr, Basavangudi,560004,42103575.
Bharuch: SBICAP Securities Ltd C/O. Sbi Sevashram Road Branch, B/H Icici Bank, Near Panchpatti, Sevashram Road, Bharuch - 392001, Gujarat,392001,252030. Bhavnagar: SBICAP Securities Ltd C/O State Bank Of Saurashtra - Kalanala Branch, Kalanala,364001,2520009. Bhilai: SBICAP Securities Ltd Sbi Main Branch,Sector 1,490001,0. Bhopal: SBICAP Securities
Ltd State Bank Of Indore Paanchanan T T Nagar,462003,6549108. Chandigarh: SBICAP Securities Ltd C/O State Bank Of India, Main Branch, Sco 43-48, 1St Flr, Sector 17 B,160017,5079240. Chennai: SBICAP Securities Ltd Sbi Main Branch New No.84, 22 Rajaji Salai,600001,42065997. SBICAP Securities Ltd Sbi Building No 2 A Prakasam Road Panagal Park T
Nagar,600017,42606204. SBICAP Securities Ltd Sbi Spb Branch,Plot No.4, Teachers Colony,Indiranagar, Adyar,600020,42607565. Coimbatore: SBICAP Securities Ltd Sbi Main Branch,State Bank Road.,641018,2395711. SBICAP Securities Ltd Sbi Premises - First Floor, 451, D.B. Road, R.S.Puram,641018,4355527. SBICAP Securities Ltd C/O Sbi, Pollachi Branch,,642001,9943490621.
Dehradun: SBICAP Securities Ltd Sbi Main Branch, 4Th Convent Road,248001,2651156. durgapur: SBICAP Securities Ltd C/O. State Bank India, Durgapur Branch, Dsp Maingate, Po Durgapur-3,,713203,2588289. Faridabad: SBICAP Securities Ltd State Bank Of India, 1St Flr, Neelam Chowk, N.I.T,121001,2420209. Ghaziabad: SBICAP Securities Ltd C/O, State Bank
Of India,Navyug Marget,201001,2798891. Gurgaon: SBICAP Securities Ltd Sbicap Securites, Sbi Sushant Lok 1, B/05, Unitech Trade Centre,12209,2385365. Guwahati: SBICAP Securities Ltd C/O Sbi, Lho, I Floor, Opp.Assam Sectt., Dispur,781006,2237594. Gwalior: SBICAP Securities Ltd C/O State Bank Of India,Basement, Main Branch ,Jiwaji Chowk, Lashkar,474001,2620727.
Hyderabad: SBICAP Securities Ltd State Bank Of Hyderabad Ground Floor, Gunfoundry,500001,23321875. SBICAP Securities Ltd Room 4, 1St Flr H.No 10-2-199, Nehrunagar, Entrenchment Rd, Marred Pally, Secunderabad,500026,27700135. SBICAP Securities Ltd 1St Floor, Dmc Center, Above State Bank Of India, St. John’S Road, East Marredpally, Secunderabad,500026,40137725.
Indore: SBICAP Securities Ltd State Bank Of Indore 5,Yashwant Niwas Road,452003,2547517. SBICAP Securities Ltd State Bank Of India Gpo Main Branch,452001,4036625. Jabalpur: SBICAP Securities Ltd C/O. Sbi Main Branch, Civil Lines,482001,4218261. Jaipur: SBICAP Securities Ltd 128 , A - Block , First Floor , Opp. Sbbj Bank,Ganpati Plaza, M I Road,302001,3221945.
SBICAP Securities Ltd C/O Sbi Special Branch, Ground Floor, Sangeneri Gate,302003,4006483. Jalandhar: SBICAP Securities Ltd C/O. State Bank Ofindia, Civil Lines,144001,4636317. Jammu: SBICAP Securities Ltd C/O State Bank Of India, Railway Road Branch,,180001,2471118. Jamnagar: SBICAP Securities Ltd G-3, Ground Flr, Madhav Darshan Complex, Opposite
Cricket Bungalow Near Limda Line,361001,2555170. Jamshedpur: SBICAP Securities Ltd Sbi, Jamshedpur Bistupur,831001,3206515. Jodhpur: SBICAP Securities Ltd C/O Sbi, Special Branch, High Court Campus, Kachauri,,342001,2546546. Kanpur: SBICAP Securities Ltd Sbi, Main Branch Campus, Zonal Office,16/101 Civil Line Mall Road,,208001,3253398. Kochi:
SBICAP Securities Ltd Sbi Shanmugham Rd. Branch 2nd Floor, Ktdc Bldg, Ernakulam,682031,3248745. Kolkata: SBICAP Securities Ltd Sbi Main Branch Sammriddi Bhavan 3Rd Floor, 1- Strand Road,700001,22481729. SBICAP Securities Ltd State Bank Of India Jeevandeep Bldg,Ground Floor Middleton Street,700071,22886604. SBICAP Securities Ltd C/O Sbi, 50 A, Gariahat
Road, Ballygunge,,700019,0. Kota: SBICAP Securities Ltd Kota Main Branch, Chhawani Chouraha,324007,2390147. Lucknow: SBICAP Securities Ltd C/O Sbi Govt.Business Branch Moti Mahal Marg Behind K.D.Singh Babu Stadium Hajrath Ganj,226001,3202184. SBICAP Securities Ltd C/O State Bank Of India, 2/103 Vijay Khand First Flr, Gomti Nagar,226010,2303261.
Ludhiana: SBICAP Securities Ltd Sbi, 1St Floor Fountain Chowk Civil Lines,141001,5025634. Madurai: SBICAP Securities Ltd C/O State Bank Of India, Number - 7A, West Veli Street, Opposite Railway Station,,625001,4506404. Mangalore: SBICAP Securities Ltd C/O Sbi, Mangalore Main Branch, Port Road, P.B.No-90,575011,4265361. Mumbai: SBICAP Securities Ltd
State Bank Of India M.G.Road Ghatkopar East,400077,25020964. SBICAP Securities Ltd 1St Floor, Tulsani Chembers, Nariman Point,400021,32660218. SBICAP Securities Ltd Sbi Admin Building Compound, Madam Cama Rd., Nariman Point,400021,22023214. SBICAP Securities Ltd C/O Sbi Spb Branch, Mumbai Samachar Marg, Gate No 7, Horniman Circle, Fort,,400001,32660216.
SBICAP Securities Ltd 2nd Flr, C Wing, Mafatlal Chambers, N.M Joshi Marg, Lower Parel,400013,42273451. SBICAP Securities Ltd C/O, State Bank Of India, Khadi & Village Industries Commission Premises, Erla Road, Vile Parle-W,400056,26238299. SBICAP Securities Ltd C/O Sbi Jvlr Branch, Ground Floor,Juhu Versova Link Road, Andheri (W),400053,26707887. Mysore:
SBICAP Securities Ltd C/O State Bank Of India, Mysore Main Branch,P.B.No-204, Motikhana Building, New Sayaji Rao Road,570024,2435866. Nagpur: SBICAP Securities Ltd C/O Sbi Seva Sadan Branch, 75 Moti Mohan Complex Seva Sadan Chowk, C.A.Road,440018,3257729. Nashik: SBICAP Securities Ltd C/O Sbi Spbb Br., Plot No. 56 ,Opp. Wadnagare Bhavan, Thatte
Wadi, College Road,422005,2232152. New Delhi: SBICAP Securities Ltd Sbi Spb Branch11, Parliament Street,110001,23744235. SBICAP Securities Ltd State Bank Of India Personal Banking Branch, A-15 Hauz Khas,110016,26511104. SBICAP Securities Ltd C/O State Bank Of India, Deepak Building , Near Placecinema,13 Nehru Place,110019,26447454. SBICAP Securities
Ltd 9, New Rajdhani Enclave, Swasthya Vihar,Nr Preet Vihar Metro Station,110092,45108482. SBICAP Securities Ltd C/O, State Bank Of India, E-2/28, Sector-7, Rohini,110085,27055815. Noida: SBICAP Securities Ltd C/O State Bank Of India, Sector-26,201301,2532133. Panaji: SBICAP Securities Ltd Sbi, Panaji Main Branch Dayanand Bandodkar Marg Near Hotel
Mandovi,403001,3253886. Patiala: SBICAP Securities Ltd State Bank Of Patiala Mall Road, The Mall Near Sherawala Gate, Demat Section,147001,5013356. Patna: SBICAP Securities Ltd C/O State Bank Of India ,Spb Gandhi Maidan,Biscoman Bhavan,800001,3260943. Pondicherry: SBICAP Securities Ltd 164, Kamraj Salai, 1St Flr, Above Sbi Adb Branch,605013,4304236.
Pune: SBICAP Securities Ltd State Bank Of India Deccan Gymkhana Branch J.M.Road, Deccan Gymkhana,411004,25539399. SBICAP Securities Ltd C/O Sbi Bund Garden Branch, Grale 171/B, 1St Floor, Dp Road,411001,30221091. Raipur: SBICAP Securities Ltd C/O State Bank Of India,Kutchery Branch,Kutchey Chowk,492001,4075329. Rajkot: SBICAP Securities Ltd 608,
Dhanrajni Complex, 6th Flr, Near Imperial Palace Hotel, Dr Yagnik Road,360001,3043328. Salem: SBICAP Securities Ltd Sbi Siruthozhil Branch Bank House,No. 68 Cherry Road,636007,4031780. Shimla: SBICAP Securities Ltd C/O State Bank Of India, New Building, 2nd Floor, The Mall,171003,2652726. Surat: SBICAP Securities Ltd 1/580, Pore Street, Nanpura, Opp
Sbi,395001,2464888. Thiruvananthapuram: SBICAP Securities Ltd First Floor, State Bank Of Travancore Building, Sasthamangalam,695010,6454296. Tiruchirappalli: SBICAP Securities Ltd C/O, State Bank Of India, Micr Center, Ground Flr, Asha Arcade, 73 Promenade Road, Cantonment,520001,4002818. Udaipur: SBICAP Securities Ltd C/O Sbi, Main Branch, 23/
C Madhuban,313001,2420150. Vadodara: SBICAP Securities Ltd Sbi, Alkapuri, R.C.Dutt Road,390007,6535747. SBICAP Securities Ltd C/O. Sbi Mandvi Main Branch, Opp Jamnabhai Hospital, Mandvi,,390001,2516422. SBICAP Securities Ltd C/O. Sbi Makarpura I.E. Branch, Vcci Building, Makarpura,390010,2632533. Varanasi: SBICAP Securities Ltd C/O State Bank Of India
, Bhelupur Branch,221010,22277558. Vijayawada: SBICAP Securities Ltd Sbi ,Governorpet Branch Ali Begh Street Governorpet,520002,2577887. Visakhapatnam: SBICAP Securities Ltd C/O Sbi Main Branch, Demat Section, Opposite Jail Road Junction, Near Redham Gardens,530002,9949324544.
ICICI SECURITIES LIMITED
AGRA:13A, 1St Floor, Sadar Bazar, SADAR BAZAR, AGRA-282002, UTTAR PRADESH, Tel 9219439387; AHMEDABAD: Shop no 6, Sun complex, C.G. Road, C G ROAD, AHMEDABAD-380009, GUJARAT, Tel 079-64501668; First Floor Shop No 119 Akshar Commercial Complex Nr.Shivranjani Cross Road Satellite Road, SATELLITE ROAD, AHMEDABAD-380015, GUJARAT, Tel 079-40060134; Ground
Floor, Shop No 4 & 5 Shilp Corner, Subhash Chowk Gurukul Road, Memnagar, MEMNAGAR, AHMEDABAD-380052, GUJARAT, Tel 079-40059883; First Floor, Shop No. 106/107 Krishnabaug Char Rasta Kesharkunj Complex Maninagar, KESHARKUNJ, MANINAGAR, AHMEDABAD-380008, GUJARAT, Tel 079-65411235; AJMER: 1St Floor, 17/517, Kutchery Road, KUTCHERY ROAD, AJMER-305001, RAJASTHAN,
ALLAHABAD: 27/17, 1St Floor, Algin Road, Civil Lines, CIVIL LINES, ALLAHABAD-211001, UTTAR PRADESH; AMRITSAR : 3, Lawrence Road, LAWRENCE ROAD, AMRITSAR-143002, PUNJAB, Tel 0183-5019992; AURANGABAD :Gr. Floor, Ghai Chambers, Jalna Road, JALNA ROAD, AURANGABAD-431001, MAHARASHTRA; BANGALORE : 73/1-1, Krishna , Infantry Road , INFANTRY ROAD,
BANGALORE-560001, KARNATAKA, Tel 080-65317814; First Flr, CNN & Yashosha Complex,No.87 , HBCS Layout, Near West Of Chord Road Shankarmath Circle, Opp Chord Hospital, Basweswar Nagar, BASWESWAR NAGAR, BANGALORE-560079, KARNATAKA, Tel 080-41288270; First Floor, No. 9/1, Cambridge Road Layout, First Cross, CAMNRIDGE ROAD, BANGALORE-560008, KARNATAKA, Tel 08064526810; First Floor, No.778/A, Chinnaswamy Chambers, off CMH Road Indira Nagar, INDIRA NAGAR -BGLR, BANGALORE-560038, KARNATAKA, Tel 080-41261159; Sriranga Complex, No. 77, First Floor, Dr. Modi Road, 2Nd Stage West of Chord Road, DR. MODI ROAD, BANGALORE-560086, KARNATAKA, Tel 080-64526798; First Floor No.50 Little Plaza, Cunningham Road, CUNNINGHAM ROAD, BANGALORE560052, KARNATAKA, Tel 080-41231688; First Floor,135/5, 15Th Cross, 100 Ft Ring Road, 3Rd Phase J P Nagar, J P NAGAR, BANGALORE-560078, KARNATAKA, Tel 080-41208808; First Floor, No 81/B 22nd Cross Jaya Nagar, 3Rd Block, JAYA NAGAR, 3RD BLOCK, BANGALORE-560041, KARNATAKA, Tel 080-41308445; No:399 ,White Gold,1St Floor 24 th Cross, Bhanashankari II Stage, BHANASHANKARI
II STAGE, BANGALORE-560070, KARNATAKA, Tel 080-26713969; Second Floor, No:4C-402 HRBR Layout Kamanahalli II Block, KAMANAHALLI, BANGALORE-560043, KARNATAKA, Tel 080-64526802; 1039/B,2Nd Floor 2Nd Main, Near Manovana Bus Stand, Vijaynagar, VIJAY NAGAR, BANGALORE-560040, KARNATAKA, Tel 080 41270890; BHOPAL : 2, Malviya Nagar, Opp. Old Vidhan Sabha, MALVIYA
NAGAR, BHOPAL, BHOPAL-462001, MADHYA PRADESH; BHUBANESHWAR : Ground Floor, Plot No-99 Janpath,Unit-3,Kharbelnagar , JANPATH, BHUBANESHWAR-751001, ORISSA; BHUJ : Jubilee Circle, Opp. All India Radio, Bhuj, Kutch, BHUJ-370001, GUJARAT; BIKANER : Gr. Floor, 44, Panchshati Circle, Sadulganj, BIKANER, BIKANER-334001, RAJASTHAN; CHANDIGARH :SCO-181/
182, 1st floor, Next to British Library,Sector 9C , SECTOR 9C, CHANDIGARH-160017, PUNJAB, Tel 0172-6510236; Sco 62, Sec - 47C, SEC 47C, CHANDIGARH, CHANDIGARH-160047, PUNJAB CHENNAI : Shop No. 10 & 11 Arihant Vaikunt, No 123, Brick Kiln Road, ‘Purasawalkkam , PURASAWALKKAM, CHENNAI-600007, TAMILNADU, Tel 044-43546139; Ashok Sriranga, No.1 9Th Street, Nanganallur,
NANGANALLUR, CHENNAI-600061, TAMILNADU, Tel 044 23460211; Ground Floor, Plot No. 1072 Munusamy Salai, Next to Pondicherry Guest House, West K K Nagar, WEST K K NAGAR, CHENNAI-600078, TAMILNADU, Tel 044-23460262; 405, Tiruvalluvar Salai Mogappair,Paneer Nagar , MOGAPPAIR, CHENNAI-600037, TAMILNADU, Tel 044-24360227; First Floor T-1, Yesesi Supermarket Building Annanagar,
ANNANAGAR, CHENNAI-600040, TAMILNADU, Tel 044-23460214; Flat No 4, 70/27 North Mada Street Mylapore, MYLAPORE, CHENNAI-600004, TAMILNADU, Tel 044-23460202; DEHRADUN : 81A, Rajpur Road, Uttam Place, Dehradun, UTTAM PLACE, DEHRADUN, DEHRADUN-248001, UTTARAKHAND; FARIDABAD : Ground Floor, SCO 52, HUDA Market, Sector-29., HUDA MARKET, SECTOR 29,
FARIDABAD-121008, HARYANA, Tel 4108033; GHAZIABAD :Office No S-4,5,7 & 8,Ground Floor Girdhar Plaza.Plot No.H-1,Block No.B, Shalimar garden,Sahibabad, SHALIMAR GARDEN, GHAZIABAD-201005, UTTAR PRADESH, Tel 0120-2639752; Ground Floor, Supertech Icon Nayay Khand-I, Indira Puram, INDIRA PURAM, GHAZIABAD-201010, UTTAR PRADESH, Tel 9810314264; GURGAON :
A-4,5, DLF Shopping Mall Arjun Marg, DLF City-I, DLF CITY-I, GURGAON-122002, HARYANA, Tel 0124-4381240; Sco 4, Sector 14, , SCO 4, GURGAON, GURGAON-120001, HARYANA; GUWAHATI : 3rd & 4th Floor, D.R.Braj Mohan Building, Opp. Abc Bus Stand G.S.Road,, GUWAHATI, GUWAHATI-781005, ASSAM; HUBLI : KVM PLAZA,1st Floor Next to JTK Show Room, Club Road (Bellow VLCC),
HUBLI, HUBLI-580029, KARNATAKA, Tel 0836-4265221; HYDERABAD : D. No. 19-64, 1St Floor, Prasanna Heights Brundavan Colony, Opp. A. S Rao Nagar Colony, A S RAO NAGAR, HYDERABAD-500062, ANDHRA PRADESH, Tel 040-64530409; 1St Floor,Shop No.1,2&3 Sreeram Rama Towers, Chaitanyapuri, Dilsukhnagar, DILSUKHNAGAR, HYDERABAD-500060, ANDHRA PRADESH, Tel 040-64530404;
D No. 2-2-1130/25A, Chintala Arcade Sivam Main Road, Prasanth Nagar New Nalllakunta, NALLAKUNTA, HYDERABAD-500044, ANDHRA PRADESH, Tel 040-64530412; 1St Floor,3-6-517,Shop No-103 Sai Datta Arcade, Himayatnagar, Main Road, HIMAYATNAGAR, HYDERABAD-500029, ANDHRA PRADESH, Tel 040-64530452; Ground Floor, 11-4-659 Bhavya Farooqi Splendid Towers Red Hills, Lakdikapool,
LAKDI KA POOL, HYDERABAD-500004, ANDHRA PRADESH, Tel 040-64530474; First Floor,B- 44 Journalist Colony Film Nagar Road, Jubilee Hills, JUBILEE HILLS, HYDERABAD-500016, ANDHRA PRADESH, Tel 040-64530463; INDORE : UG 5/6, Royal Road Gold, A.Y.N.Road, AYN ROAD, INDORE-452001, MADHYA PRADESH, Tel 731-4205430; Ug-6, Ug-7, Shekhar Residency, Opp Hotel Forture Land
Mark, Scheme - 54, Sector F,, SHEKHAR RESIDENCY, INDORE-452001, MADHYA PRADESH; JABALPUR : 655, Napier Town, Katanga Gorakhpur Crossing, NAPIER TOWN, JABALPUR-462001, MADHYA PRADESH; JAIPUR : G-34,Ganpati Paradise, Central Spine, Vidhyadhar Nagar, VIDHYADHAR NAGAR, JAIPUR-302023, RAJASTHAN, Tel 0141-5119281; Gr. Floor, Opp. G. P. O. M I Road , M I ROAD,
JAIPUR-302001, RAJASTHAN, Tel 0141-4027611; Shop No. G-8,G-9 Vaishali Tower II Vaishali Nagar, Nursery Circle, VAISHALI NAGAR, JAIPUR-302021, RAJASTHAN, Tel 0141-4027601; JAMNAGAR :3Rd Floor, Cross Road Complex, Opp. D.K.V. College, Bedi Bunder Road,, BEDI BUNDER ROAD, JAMNAGAR-361008, GUJARAT; JAMSHEDPUR : Gayatri Enclave 2nd Floor (Rear Portoin) Bistupur,
JAMSHEDPUR, JAMSHEDPUR-831001, JHARKHAND, Tel 0657 - 6576455; JODHPUR : Gul-Indi Bhawan, 1st Floor, Plot No. 9/A/B/I and III, Ratanada, Nr. Punjab National Bank, Ratanada Road, BHATI CIRCLE, JODHPUR, JODHPUR-342001, RAJASTHAN; KANPUR : 111/432, 80 Ft Road, Ashok Nagar, ASHOK NAGAR, KANPUR, KANPUR-208001, UTTAR PRADESH; KOCHI : First floor, Adonai Towers,,
S.A.Road, SA ROAD, COCHIN, KOCHI-682016, KERALA, Tel 0484-4011241; 44/2102-C, Deshabhimani Junction, Kaloor,, KALOOR, KOCHI-682017, KERALA; 1St Floor, Prabhus Towers, Mg Road, North End, MG ROAD, KOCHI, KOCHI-682035, KERALA; KOLKATA : 30-G, Chowringee Mansion, J L Nehru Road Park Street, PARK STREET, KOLKATA-700016, WEST BENGAL, Tel 033-22275034; 112A,
Third floor, Rash Behari Avenue , RASHBEHARI AVENUE, KOLKATA-700029, WEST BENGAL, Tel 033 - 65502101; 339, Canal Street, Lake Town,, LAKE TOWN, KOLKATA-700048, WEST BENGAL; 95, Dumdum Road, , DUMDUM ROAD, KOLKATA, KOLKATA-700074, WEST BENGAL; KOZHIKODE : 3rd Floor ,City Mall Opposite Y.M.C.A, Kannur Road , KOZHIKODE, KOZHIKODE-673001, KERALA, Tel
0495-4099405; LUCKNOW : Ground Floor, Landmark Arcade2 Badshah Nagar Crossing Faizabad Road, BADSHAH NAGAR CROSSING, LUCKNOW-226006, UTTAR PRADESH, Tel 0522-4047519; Raj Palace, A1/15 Sector H, Purania Chauraha, Aliganj, ALIGANJ, LUCKNOW-226024, UTTAR PRADESH, Tel 0522 - 4048855; LUDHIANA : Sayal Complex, Near Cycle Market, Gill Road,, GILL ROAD,
LUDHIANA-141001, PUNJAB; MADURAI :1St Floor, No. 466, 467 A.R. Complex K.K. Nagar, Madurai 625020 Tamilnadu , K. K. NAGAR, MADHURAI, MADURAI-625020, TAMILNADU; MUMBAI : ICICI Securities Ltd, ICICI Centre, H T Parekh Marg, Churchgate, Tel No 22882460; ICICI Securities Ltd, Sawan Knowledge Park, Ground Floor Plot No.D-507, TTC Industrial Area, Near Jui Nagar Railway Station,
Navi Mumbai - 400707, Tel -9967577747; Shop no 11, Megh Apartment Junction of factory lanes & LT road, MEGH APT -BORIWALI(W), MUMBAI-400092, MAHARASHTRA; Jaya Apartments, R B Mehta road, Near Patel Chowk, Ghatkopar (E) , JAYA APT, GHATKOPAR (E), MUMBAI-400075, MAHARASHTRA, Tel 022-65972581; Shop no. 9,10 Meriline Corner, Near Sion Circle SION (E), SION, MUMBAI400022, MAHARASHTRA, Tel 022 65972877; Shop No. 1 & 2, Dilkush Bungalow J. P. Road, Andheri West, ANDHERI (W), MUMBAI-400058, MAHARASHTRA; 56/57, Saraf Choudhari Nagar Co. Op. Soc., Thakur Complex Kandivali East, THAKUR COMPLEX, KANDIVALI (E), MUMBAI-400101, MAHARASHTRA, Tel 022-65972165; Shop No. 26, 27 & 51, Gr.Floor, Ashoka Shopping Centre LT Marg, GT Hospital
Compound Marine Lines, MARINE LINES, MUMBAI-400002, MAHARASHTRA, Tel 022-65972151; 1A&2, Balaji Arcade S.V Road Kandivili (W) , KANDIVALI(W), MUMBAI-400067, MAHARASHTRA, Tel 022-67252026; Ground Floor Jayshree Plaza L.B.S. Marg, Bhandup (W), BHANDUP (W), MUMBAI-400078, MAHARASHTRA, Tel 022-67252071; Gr. Floor,Shop No.7,8,9, Anand Vatika Siddharth Nagar, Nr City
Centre, S V Road Goregaon (W), GOREGAON (W), MUMBAI-400062, MAHARASHTRA, Tel 022-65145413; Gr Floor, Devraj Mall, Krishna Kunj Hsg Soc. Harishankar Joshi Road, Opp. Madhuram Hall, Dahisar (E)., DAHISAR (E), MUMBAI-400068, MAHARASHTRA, Tel 022 65973037; MYSORE : D. No. 86/3A, Panabvati Circle, Kalidasa Road, Jayalakshmipuram,, KALIDASA ROAD, MYSORE-570012, KARNATAKA;
NAGPUR: Ganesh Heights Kotwal Nagar Ring Road, Khamla, KHAMLA, NAGPUR-440015, MAHARASHTRA, Tel 0712 - 6452494; First Floor,Shop No. 138 To 140 Shree Ram Shyam Towers, SADAR - HUB, NAGPUR-440001, MAHARASHTRA, Tel 0712-6631608; NAVI MUMBAI : Shop No 4,5,6,7 Roop Maya Co-Op Hsg.Soc., Sector 6 Airoli, AIROLI, NAVI MUMBAI-400708, MAHARASHTRA, Tel 022
65143243; NEW DELHI : Gr. & 1st Floor,Premises No F-3/28, Abadi Krishna Nagar,Shahdara Village Ghondali,, KRISHNA NAGAR, NEW DELHI-110051, DELHI, Tel 011-22097257; Ground Floor, UG-05,Upper Gr. Floor,Vikas Surya Plaza, 7 Community Centre, Road No. 44, Pitam Pura, Rani Bagh , PITAM PURA, RANI BAGH, NEW DELHI-110034, DELHI, Tel 011-42644297; Ground Floor, Plot No.
24 ,25, LSC Mayur Vihar-II, MAYUR VIHAR-II, NEW DELHI-110091, DELHI, Tel 011-43306905; Ground Floor & Mezzanine, Ab-11,Community Center Safdarjung Enclave , SAFDARJUNG ENCLAVE, NEW DELHI-110029, DELHI, Tel 011-46026136; Ground Floor & Mezzanine, 29, Community Centre, Naraina Industrial Estate, Phase - I, NARAINA, NEW DELHI-110028, DELHI, Tel 011-45009954; Building No
4, 1St Floor, SMR House, Basant Lok Vasant Vihar , VASANT VIHAR, NEW DELHI-110057, DELHI, Tel 011-46039807; NOIDA : 16, 15, 14, & 12-A, Ground Floor, Msx Tower Ii, GREATER NOIDA, GREATER NOIDA-201306, UTTAR PRADESH; B 1/34-35,Central Market Sector-50 , NOIDA SECTOR 50, NOIDA-201301, UTTAR PRADESH, Tel 9810139014; PATNA : ICICI Bank Premises, Sumitra Sadan,
Boring Road Crossing, PATNA, PATNA-800001, BIHAR, Tel 0612-6450217; PONDICHERRY : Gr. Floor, Avn Plaza, 100 Ft Road Gayatri Nagar, Mudaliarpet, GAYATRI NAGAR, PONDICHERRY-605004, PONDICHERRY; PUNE : Ground Floor Abhimanshree Apartments-2 Condominium Bhuvaneshwar Society, Aundh, AUNDH, PUNE-411007, MAHARASHTRA, Tel 020-64009578; Ground Floor, Sheetal
Plaza CTS No. 1125, Final Plot No.499 Model Colony, Shivajinagar, Bhamburda, MODEL COLONY, PUNE-411016, MAHARASHTRA, Tel 020-64009581; RAMA S.No 682/A, CTS No 1048 Plot No 49, Chatrapati Rajaram Co-Op Hou.Soc Jedhenagar, Bibwewadi, BIBWEWADI, PUNE-411037, MAHARASHTRA, Tel 020-64780045; RAJKOT : 1st Floor, Shantiniketan Complex 150 Feet Ring Road Opposite
KKV Hall, 150 FEET RING ROAD, RAJKOT, RAJKOT-360007, GUJARAT, Tel 0281-6451154; RANCHI : First Floor, Ranchi Club Complex , Main Road , RANCHI CLUB COMPLEX, RANCHI-834001, JHARKHAND; SALEM : 1st floor, 270/1, Bharathi Street, Swarnapuri, SALEM, SALEM-636004, TAMILNADU; SECUNDERABAD : Ground Flr, D.No:1-8-138 To 143, Krishna Castle, Besi - Heritage Flights
,Penderghast Road, PENDERGHAST ROAD, SECUNDERABAD-500003, ANDHRA PRADESH, Tel 040-64530400; D No. 3-6-100/B, Ground Floor, Opp. Vijaya Bank, West Marredpally, MARREDPALLY, SECUNDERABAD-500026, ANDHRA PRADESH, Tel 040-64530429; SURAT : Shop No.35,36 & 37,2Nd Floor, Shreeji Arcade Complex Anand Mahal Road,Adjan Road , SHREEJI COMPLEX, SURAT-395009,
GUJARAT, Tel 0261-6548419; THANE : Ground Floor, Block 1, Shop No 3,Emerald Plaza Hiranandani Meadows, Glady Alvares Marg Off Pokhran Road No. 2,Thane (W), EMERALD PLAZA, THANE-400610, MAHARASHTRA, Tel 022-67252084; Olympia Bldg Poonam Sagar Mira Road (East), MIRA ROAD (E), THANE-401107, MAHARASHTRA, Tel 022-65972171; THRISSUR : R. V. Trade Centre
Third Floor, Patturaickal , THRISSUR, THRISSUR-680022, KERALA, Tel 9995429332; TIRUCHIRAPPALLI : Gr. Floor, No. B14Colony Main Road, Thillai Nagar, COLONY MAIN RAOD, TRICHY, TRICHY-620017, TAMILNADU; TRIVANDRUM : 2 Nd Floor, Kamala Towers , Vazhuthacaud, TRIVANDRUM, TRIVANDRUM-695014, KERALA; UDAIPUR : Sf, 5C, Madhuvan, Above Kotak Mahindra Bank,
UDAIPUR, UDAIPUR-313001, RAJASTHAN; VADODARA : Ground Floor, Gardenview Chambers, Opp Kala Ghoda Circle Sayajiganj, SAYAJIGANJ, VADODARA-390005, GUJARAT, Tel 0256-6540546; Amrapali Complex, 1St Floor, Shop No. 142, 143, 144, 145, 146, Water Tank Road, Karelibaug, KARELIBAUG, VADODARA-390018, GUJARAT, Tel 0278-2433288; VAPI : Ground Floor, City Surver No.
1913, Rozy Empire, Opp Govt Yatri Niwas, VAPI, VAPI-396191, GUJARAT; VARANASI : 21/2A, 1St Floor, Karnachha Rathyatra Road, RATHYATRA ROAD, VARANASI-221001, UTTAR PRADESH; VIJAYAWADA : 29-6-31, 1St Floor, Sai Srinivasa Shopping Complex, Nakkal Road, Suryaraopet, VIJAYAWADA-520001, ANDHRA PRADESH;
LEAD BROKERS TO THE ISSUE
Almondz Global Securities Limited : 2nd floor, 3 Scindia House, Janpath, New Delhi 110001, Tel: 011-41514666-669, Fax: 011- 41514665; Bajaj Capital Investor Services Limited : 5th floor, Bajaj House, 97, Nehru Place, New Delhi 110019, Tel: 011-6616 1111, Fax: 011- 6660 8888; Edelweiss Broking Ltd. - Edelweiss House Off, C.S.T Road,
Kalina, Mumbai 400098, Tel: +91 22 67471341, 9930362969, Fax: +91 22 6747 1347; Enam Securities Pvt. Ltd. - Khatau Building, 2nd Floor, 44 Bank Street, Fort, Mumbai 400 001, Tel: +91 22 22677901, Fax: +91 22 22665613 ; HDFC Securities Limited - Office Floor 8, ‘I Think’ Building, Jolly Board Campus, Opposite Crompton Greaves Factory, Kanjumarg
(East) Mumbai 400 042, Tel: +91 (22) 3075 3442, Fax: +91 (22) 3075 3435; IDBI Capital Market Services Ltd - Mafatlal centre, (III Floor), Nariman Point, Mumbai 400021, 022 43221212, Fax: 022 22850785; Integrated Securities Ltd. - 1691/36, Naiwala, (II Floor), Arya Samaj Road, Karolbagh, New Delhi 110005, Tel: 011 45170340, Fax: 011 28750478;
JM Financial Services Private Limited, 141 Maker Chamber III, Nariman Point Mumbai 400021, Tel: +91 (22) 3021 3500/ 22665577-80, Fax: +91 (22) 2266 5902 ; Karvy Stock Broking Ltd - 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034, Tel: +91 40 23312454, Fax: +91 40 66621474; LKP Securities Limited - Bank Of Maharashtra
Bldg., 45/47, B S Marg, Fort, Mumbai 400001, Tel: 2266 0171 / 2265 9375 / 2266 2527 2266 3963, Fax: 2269 4480; NJ India Invest Private Limited - BANK 901, NJ Centre, Udna Udyog Nagar, Sangh Sahkari Complex, Central Road No. 10, Udna, Surat, 394210, Tel: +91 (261) 398 5500, Fax: +91 (261) 398 5880; Religare Securities Limited - A3/4/
5 GYS Global, Sector 125, Noida, 201301, Tel: 0120-3394178, Fax: 0120-3394144; RR Equity Brokers Pvt. Ltd - 47, M.M. Road, Jhandewalan, New Delhi 110055, Tel: +91 11 23636362; Fax: +91 11 23636666 Standard Chartered Securities (India) Ltd - Standard Chartered Tower, 201-B/1, (I Floor), Western Express Highway, Goregaon (East), Mumbai
– 400063, Tel: 022-67559604, Fax: 022-67559607; SMC Global Securities Ltd - 17, Netaji Subhash Chandra Marg (opposite Golcha cinema), Daryaganj, New Delhi, Tel: 022-66070400, Fax: 022-23263297; SPA Securities Ltd - 25-C Block community centre, Janakpuri, New Delhi 110058, Tel: 011-45586642, Fax: 011-45586606
POWER FINANCE CORPORATION LIMITED : COLLECTION CENTRES FOR APPLICATION FORM
STATE BANK OF INDIA
AHMEDABAD : Ahmedabad Main Branch Post Bag No. 182, Bhadra, Ahmedabad District: Ahmadabad GUJARAT 380001, 9925002330; BHAVNAGAR : Mangal Bhavan Diwanpara Road Bhavnagar District: Bhavnagar GUJARAT 364001, 9979893923; HISAR : Delhi Road, Hissar District: Hisar HARYANA 125001, 9729242948; HYDERABAD : Flag 101 To 106A,Block-B Ashok My Home Chambters Sp Road,
Secunderabad District: Hyderabad ANDHRA PRADESH 500003, 9848308415; INDORE : Indore Distt : Indore MADHYA PRADESH 452001, 9425322145; JODHPUR : High Cort Campus- Jodhpur RAJASTHAN 342006, 9950999103; KANPUR : The Mall,Kanpur District: Kanpur Nagar UTTAR PRADESH 208001, 9415043242; LUCKNOW : Tara Wali Kothi, Moti Mah Al Marg Lucknow District: Lucknow UTTAR PRADESH
226001, 9415013423; GREATER MUMBAI : Videocon Heritage, Charanjit Rai Marg, Fort Mumbai District: Mumbai MAHARASHTRA 400001, 9821078386; DELHI : C Block 11 Parliament Street New Delhi District: Delhi DELHI 110001, 9650197940; UDAIPUR : Main Branch Udaipur, 23-C, Madhuban, Udaipur, District: Udaipur RAJASTHAN 313001, 9950999390
HDFC BANK
AHMEDABAD: HDFC BANK LTD,Astral Tower, Near Mithakhali Six Raod,Navrnagpura, Ahmedabad - 380 009 Tel.: 079-32423470 / 093740 21787 ALIGARH: HDFC Bank Ltd 3-316 Bhalla Complex, Ramghat Road, Aligarh 202001 (U.P) Tel.: 0571-2741973, 09319077737 AMBALA: 6352/11 NICHOLSON ROAD FIRST FLOOR, AMBALA CANTT-133001 Tel.: 01713200848 & 9315802678 BANGALORE: HDFC BANK LTD., Cash Management Services,
“SALCO CENTRE” , # 8/24, Richmond Road-560025 Tel.: 8066633131, 09343790037 BHARUCH: HDFC BANK LTD, 127, ALFA SOCIETY, LINK ROAD-392001 Tel.: 9327468094/02642-650882 BHUBANESHWAR: C111, Business park, 1st Floor, Sahid Nagar-751007 Tel.: 0674 2543486 / 0 9338182087 BIKANER: HDFC BANK LTD. ROSHAN PLAZA, RANI BAZAR, BIKANER-334001 Tel.: 0151-5130042, 09314232073 CHANDIGARH: Sco-189-190
Sector 17 C - 160017 Tel.: 0172-4603770-5088306/09316175094 CHENNAI: No. 115, Dr. Radhakrishnan Salai, 2nd Floor, Opp. to CSI Kalyani Hospital, Mylapore, Chennai - 600004. Tel.: 600002, 9381750927 DEHRADUN: WBO Deptt, HDFC Bank, 56, Rajpur Road- 248001 Tel.: 0135-3245791, 0135-2745295 DHANBAD: SRI RAM PLAZA , 1ST FLOOR, BANK MORE DHANBAD-826 001 Tel.: (0326) 2308831 DURGAPUR: Balai Commercial Complex,
3rd Floor. Benachity, Nachan Road - 713213 Tel.: 0343-2588501/9330038188 HYDERABAD: WBO 1-10-60/3, III Floor, Suryodaya, Begumpet-500 016 Tel.: 040-30472772 / 2770 / 2771 JALANDHAR: HDFC Bank Ltd., 1st Floor, 911, GT Road, Nr. Narinder Cinema, Jalandhar-144001 Tel.: 0181-5017790-92/9316939408 JAMMU: CB-13, Rail Head Commercial Complex, Gandhi Nagar-180004 Tel.: 0191 -2471427, 2475396 JAMNAGAR:
Abhishek3rd Floor ,Saru Section Road, Near Savan appartment, Jamnagar -361008 PH-02886541963 - RIM-9327812378 JHANSI: HDFC Bank Ltd Damroo Cinema complex , civil Lines Jhansi 284003 Tel.: 0510-2449330 & 9335087889 KANPUR: 15/46, 1st floor, Civil Lines, kanpur-208001 Tel.: 0512-3028933, 09369078559 COCHIN: FIRST FLOOR, PALARIVATTOM 25 Tel.: 0484-4456607 ,09349133899 KOLKATA: Abhilasha - II, 6 Royd Street (2nd
Floor)- 700016 Tel.: 22273761, 9331992557 KOTA: 13-14,MAIN JHALAWAR ROAD-324007 Tel.: 0744-2390485/9314480984 MANGALORE: Ideal Towers 1st floor , Opp Sharavu Ganapathi Temple , G T road Mangalore -575001Tel.: 0824-6451392/93/rim -9342231594 MEHSANA: Prabhu Complex “ Nr Rajkamal Petrol Pump, Highway Road,Mehsana 384002 Tel.: 02762 243173/9327568081 MUMBAI: Ground Floor, Maneckji Wadia Building,Nanik
Motwani Marg,Near Kala Ghoda,opp Mumbai University, Fort, Mumbai- 400 001 Tel.: 022-40801570 / 1528 NAGPUR: 2, “ Mile Stone “ Block No 303 & 304, Near Lokmat Square, Wardha Road, Nagpur - 440010 Tel.: 0712-2454417,2451746 DELHI: Fig-Ops 1st Floor, Kailash Bldg-110001 Tel.: 011-43174071/011-43174072 PANIPAT: 801/4,OPPS RAILWAY ROAD, G.T ROAD .PANIPAT-132103 Tel.: 9315416685/01804015268 PATNA: Plot no 651 jamal
rd patna- 800002 Mob: 9334384682 RAIPUR: HDFC BANK LTD, Chawla Towers, Near Bottle House, Shankar Nagar , Raipur, Chhattisgarh 492007 Tel.: 492007/ 0771-4003110/3112 RAJKOT: Shivalik - V , 3rd Floor, Gondal Road, Rajkot-360002 Tel.: 0281-6536982/09377408494 RANCHI: 56 ROHINI COMPLEX CIRCULAR ROAD LALPUR RANCHI 834001 Tel.: 6512560522 ROURKELA: Dewadi Bhavan-769001 Tel.: 661250066 SHIMLA:
shimla3,JANKIDAS BLDG,shimla-171001 Tel.: 0177-2658541/9319595554 UDUPI: Panduranga Tower/ Diana Circle, Court Road, Udupi —5760101 Tel.: 0820-4294936/9343789969 BARODA: 1st Floor, Fortune Tower,Vadodara Stock Exchange Building,Opp. Parsi Agiyari,Sayajigunj-390005 Tel.: 0265 6585517, /93247468108 VALSAD: 1st Floor, Ekta Apt, Tithal Road, Valsad-396001 Tel.: 02632 652201 – 09327568090 VARANASI: D 58/9a-1k,kush
complex sigra varanasi-221010 Tel.: 05422221271/9307021271
IDBI BANK LIMITED
Ahmedabad: IDBI Bank Ltd.,IDBI Complex , Lal Bungalows Off, CG Road, Ahmedabad -380006 Tel.: (079)-66072623/9925020172 Agra: IDBI Bank Ltd.,Hall No . H-2, Gr Floor,Padamdeep Tower,G 10/8,Sanjay place,Agra-282002 Tel: (562) -2526704/9997433066 Allahabad: IDBI Bank Ltd. Jeevan Prakash Building,172A/40, M.G Marg,Civil Lines, Allahabad-211001 Tel: (0532)-6451901 / 9919410412 Ambala IDBI Bank
Ltd.,169/2,Rai Market,Ambala Cantt.Ambala-133001,Haryana Tel: (0171)-2631819/ 9896808508 Aurangabad: IDBI Bank Ltd.,Plot No. 07, Raghbir Chambers,Vidya Nagar,Jalna Road,Aurangabad -431003 (022) 22885288/9665900022 Bangalore: IDBI Bank Ltd.,IDBI House, 58 Mission Road,Bangalore-560027 Tel: 9845294666 Bareilly: IDBI Bank Ltd.,146 Civil Lines,Circuit House,Chouraha.,Bareilly-243001 Tel: 05812510399.997294942 Bhavnagar: IDBI Bank Ltd.,G-10, Ground Floor,Radhe Shyam Complex,Waghawadi Road,Bhavnagar- 364001 Tel: (0278)-2517000/9909666111 Bhilai: IDBI Bank Ltd.,New Era, 19, Priyadarshni Parisar,Nehru Nagar Square,Bhilai-490020 Tel: 0788-2292158/9893395482 Chennai: IDBI Bank Ltd, PM Towers, 37, Greams Road ,Chennai-600006 Tel: 044-2829 4443/99401 93947; IDBI Bank Ltd, PM Towers, 37,
Greams Road ,Chennai- 600006 Tel: (044)-24301731/9940083004 Gwalior: IDBI Bank Ltd,Chamber Bhavan,SDM Road,Lashkar,Gwalior -474009,Tel: (0751)-2436710/9826347747 Ghaziabad: IDBI BANK LTD,C-78, Sudesh Plaza,Raj Nagar, District Centre,Raj Nagar,Ghaziabad - 201002,Tel 9899584009 Gorakhpur: IDBI Bank,Ltd.,7, Park Road,Gorakhpur-273001 Tel: (0551)-2200311/9839635346 Guwahati: IDBI Bank
Ltd.,Satyen Niwas, Opp. Sukleshwar Mandir,M.G. Road,Pan Bazar,Guwahati -781001 Tel: (0361)-2730375/9864014528 Jabalpur: IDBI Bank Ltd.,Shukla Bhawan,1415, Wright Town,Jabalpur - 482002 Tel: (761)-4027102/9826706449 Jalgaon: IDBI Bank Ltd, Khandesh Mills Complex, Nehru Chowk ,Jalgaon-425001 Tel: 9822777357/ 9421566828 Jamnagar: IDBI Bank Ltd.,Ground floor,Khandelwal Complex,12 Patel Colony P . N.
MARG,Jamnagar -3610008 Tel: (0288)-2751181/(0288)- 2751182 Junagadh: IDBI Bank Ltd.,Mary Gold-2 Complex, Opp Bahhaudin College,College Road, Junagadh -362001 Tel: 0281-2670193 /9825950133 Kolkata: IDBI BANK LTD, 44, Shakespeare Sarani, Kolkata-700017 Tel: 0281-2670193/9825950133/(033) 66337772/9836933446 Lucknow: IDBI Bank Ltd.,UPCB Bldg.,2 MG Road,Lucknow-226001 Tel: 0522-2619915/
9918401947 Moradabad: IDBI Bank Ltd.,Delhi Road, Majhola Chowk,Opp.Dharamkanta,Moradabad- 244001 (06254)-244823/ 9927955002 Mumbai: IDBI BANK LTD,Mittal Court, ‘A’ Wing,2ND Floor,CMS Dept.,Nariman Point,Mumbai-400021,Maharashtra Tel: (022)-66588187/9702098016, Meerut: IDBI Bank Ltd., Neel Kamal Building, 367,Shivaji Road, Eves Crossing,Meerut-250001,UP Tel: 9997122259 / 9999914650 Mysore: IDBI
Bank Ltd.,Anand Archade,MIG- 11,V.M. Double Road,Saraswathipuram,Kuvempunagar,Mysore Pin : 570009,Karnataka Tel: (0836)-2285906 /9731999051 Nadiad: IDBI Bank Ltd.,Shop No 1 & 2, Ground Floor,ISKON ARCADE,College Road,Nadiad,Gujarat Tel:(0836)-2285906/(0268)-2520185 Nashik : IDBI Bank Ltd.,A-1& 2 “Prathamesh”,Thatte Nagar,Gangapur Road,Nashik-422005,Maharashtra Tel: (0253) 2468486/9372654094
Navsari IDBI Bank Ltd., ‘G-1, Hare Krishna Complex ,Chimnabai Road ,Near Vasant Talkies,Navsari-396445 Tel: (02637) 233463/9099927339; New Delhi: 9999219904; IDBI Bank Ltd.,Surya Kiran Building,Ground Floor,19 K G Marg,New Delhi- 110001 : 011-41510637 Patiala: IDBI Bank Ltd.,10,Chotti Baradari,The Mall,Patiala-147001,Punjab Tel: (0175)-5005380/9463710637 Raipur: IDBI Bank Ltd.,Dev Tower, 1st Floor, Kabir
Chowk,Besides Holy Heart School,Civil Lines, Raipur-494001 Tel: 8878875666/9893694127
ICICI BANK LIMITED
Agra: No. 6,8- 13,Ground Floor , Shanta Tower, Sanjay Place, Agra-282002 Tel.: 0562 - 2855401 /2520703 Ahmedabad: JMC House, Opp. Parimal Gardens,Opp Parimal Garden, Ambawadi, Ahmedabad - 380 006. Tel.: (079) 66523717-719 Amritsar: ICICI Bank Ltd, 361, M.C International The Mall, Amritsar - 143001, Punjab-143001 Tel.: 0183 - 2211651 / 52;2213278 Bangalore: ICICI Bank Towers, 1, Commissariat Road, Ground Floor, Bangalore-560025
Tel.: 080 - 41296007 Belgaum:: Shree Krishna Towers, #14, Khanapur Road, RPD Cross, Tilakwadi, Belgaum-590006 Tel.: 0831 -2404 203, 2404 204, Bhopal: Plot No. 11, Zone II, Alankar Palace Near Pragati Petrol Pump, M. P. Nagar, Bhopal-462011 Tel.: 0755 - 4226979 - 80 / 4283120 Bhubaneshwar: OCCF Building, Opp Sriya Talkies, Unit - III, Bhubaneswar-751001 Tel.: 2380653/2380586 Chandigarh: SCO 9-10-11, SECTOR 9-D. CHANDIGARH160017 Tel.: (0172)-5070542 Chennai: 110, Prakash Presidium,Uthamar Gandhi Salai, (Nungambakkam High Road)-600034 Tel.: 044 - 28228003,4,28220713 Faridabad: ICICI Bank Ltd., Booth No. 104-105, District Centre, Sector 16, Faridabad- 121007 Tel.: 0129-4091401-437 Gurgaon: ICICI Bank Ltd, SCO 18 & 19, HUDA Shopping Centre, Sector-14, Market Complex, Gurgaon - 122001 Tel.: 0124 - 4267151-7 Guwahati: Ground Floor, Shanti Complex,
G S Road, Bhangagarh, Guwahati-781005 Tel.: 0361 - 2452748,2452743 Hubli: Eureka Junction, Travellers Bungalow Road, Hubli-580029 Tel.: 0836 - 4265212,4265216 Hyderabad: 6-2-1012, TGV Mansions, Opp. Institution of Engineers, Khairatabad, Hyderabad-500004 Tel.: 040 - 23301534 Indore: ICICI Bank Ltd.,4, Chhoti Khajrani, Malav Parisar, A-B road, Indore-452 008 Tel.: 0731 - 4241136,7,8, 9, Jaipur: C-99, Shreeji Towers, Subhash Marg, Near
Ahimsa Circle, C Scheme, Jaipur-302001 Tel.: 0141 - 5107444, 0141 - 2361992 Kanpur: J.S Towers-208001 Tel.: 0512 - 2331041,42, Kolhapur: Ground Floor, Vasant Plaza, Rajaram Road, Rajarampuri, Kolhapur-416001 Tel.: 0231 - 2534292/3/4 Kolkata: 22, R N Mukherjee Road, Kolkata-700001Tel.: 033 - 22428537 / 22100995 Lucknow: ICICI Bank Ltd, Shalimar Tower, 31/54 M.G. Marg, Hazratganj, Lucknow -226001 Tel.: 0522 - 2214246 /2214247
Ludhiana: S.C.O. 146 / 147, Feroze Gandhi Market, Ludhiana-141001 Tel.: 0161 - 2770707 / 5050707 Mumbai (Capital Market Div.): 30,Mumbai Samachar Marg- 400001 Tel.: 022-22627600 New Delhi: 9A, Phelps Building, Inner Circle,Connaught Place, New Delhi-110001 Tel.: 011 -41517954-58 Noida: K-1, Senior Mall, Sector 18, NOIDA-201301, Uttar Pradesh-201301 Tel.: (0120) - 4059801-75 Pondicherry: 47, Mission Street, Pondicherry605001 Tel.: 0413 - 2332237 / 38 / 42 Pune: A-Wing, Shangrila Gardens, Bund Garden Road, Pune-411001 Tel.: 020 - 66270640 / 66270641 Rajkot: Jai Hind Press annexe, Opp. Shardabaug, Babubhai Shah Marg, Rajkot-360001 Tel.: 0281 - 2443973 / 74 Vadodara: Landmark Building, Race Course Circle, Alkapuri, Vadodara-390007 Tel.: 0265 - 2339923 / 2339924
KOTAK MAHINDRA BANK LIMITED
Ahmedabad : Ground Floor,Chandan Houseopp. Abhijeet Iii,Near Mithakali Six Roads,Navrangpura, Ahmedabad - 380006, 079-66614800; Amritsar : 10 , Kennedy Avenue, The Main Mall Road, Amritsar 143001, 0183-5002950 ; Anand : P.M.Chambers, Mota Bazar, Vallab Vidya Nagar, Anand - 388120, 02692-229993 /94; Bhavnagar : Bhavna Construction Company, Plot No 2108 /A, G.R.Sterling Centre, Waghwadi Road, Bhavnagar
- 364001, 09327518890; Bhopal : 214, Bhagwan Complex,Zone 1 , M P Nagar,Bhopal, Bhopal, 462016, 0755-4061007; Chandigarh : Sco 153-154-155, Madhya Marg, Sector 9 -C, Chandigarh - 160009, 0172- 5008619 ; Chennai : Capitale’,Ground Floor,555, Anna Salai,Chennai - 600018, 044- 42040211; Coimbatore : 727, Avinashi Road, Skanda Square, Coimbatore - 641018, 0422-4506505; Hyderabad/Secund’Bad
: Pavani Jewel Tower,Ground Floor,Somajiguda,Hyderabad - 500089, 040-66755036; Jamshedpur : Gayatri-Enclave,-K.-Road,-S.-Town-Bistupur,-Jamshedpur-831001, 0657-6621809; Kanpur : 17/03, The Mall, Meghdoot Hotel Building, Kanpur - 208001, 09919802770, 3067850; Kolkata : Apeejay House 15, Parkstreet ,Kolkatta - 700016, 033- 44011974; Lucknow : 3Gf, Speed Building, Shahanazaf Road, Lucknow - 226001, 05224038214; Ludhiana : Sco 120, Ground Floor, Feroze Gandhi Market,Ludhiana 141001, 0161-5055200; Madurai : 1-Awest-Perumal-Maistry-Streetmadurai-Madurai 625001, 0452-4232008/09; Mumbai : 5 C/ Ii, Mittal Court 224, Nariman Point,Mumbai - 400001, 91-22-66563408; Nagpur : Ground Floor, 345, Shree Mohini Complex, Kingsway, Nagpur - 440001, 0712-6620801/6620807; New Delhi/Delhi : Ground Floor, Ambadeep,14,
K.G. Marg, New Delhi-110001, 08860635691; Patna : Shop No 3,4,5Ahmad Husain Complexexhibition Road , Gandhi Maidanpatna800001, 0612-6451069-71; Rajkot : Nath Complex, Ground Floor, Near Race Course, Dr. Yagnik Road, Rajkot - 360007, 0281-6622607 ; Surat : Ground Floor, Kotak House, Kg Point, Ghod Dod Road, Surat - 395007, 0261-6679027; Vadodara : Panorama Building, R.C. Dutt Road, Alkapuri, Vadodara - 390015,
0265-6620351/352/353/357;
AXIS BANK LIMITED
Ahmedabad : Trishul-Opposite Samartheshwar Templelaw Garden, Ellis Bridgeahmedabad 380006 Gujarat, Parag Muchalla, (079) 66306116/1739825041432; Ajmer : Amc No.481-485/10,Kutchery Road,India Motor Circle, Ajmerajmer 305001; Rajasthan, (0145)510 1451/61/81; Allahabad : 28 B, Civil Station, M.G.Marg,Civil Linesallahabad 211001, Uttar Pradesh, Amit- 9889052700, 0532-02427645; Alwar : 1, Jai Complexroad No
2,Alwaralwar 301001 Rajasthan, Nidhi Sharma - 8875004015, 0144-512 0031/35/36; Asansol : Apurba Complex,Apcar Gardensen Raleigh Road,Asansol 713304, West Bengal, 0341-2254619/20/18; Bangalore : No. 9, M.G. Road,Block Abangalore 560001, Karnataka, 080-25370646 /Mithun 9880490023; Bardhaman : 2nd Floor, City Tower,23, G.T. Road, Burdwan 713101, West Bengal, 8001601482, Operationshead; Bhatinda
: Pocket No.6, Mc Building No.2089tp Scheme, The Mall,Bathinda 151005 Punjab, 8054702422, Branch:Mgr & Operations Head; Bilaspur : Rama Trade Centre, Opp.Rajiv Plazanear Bus Stand Bilaspurbilaspur 495001 Chattisgarh : 8878801642, Branch:Mgr & Operations Head; Bokaro : Hotel Blue Diamond, 15 D/1 Western Avenueground Floor, Bokaro Steel Citybokaro 827001 Jharkhand, 9431372549 Sumit Agarwal, 0654-2226142/
144/145; Chennai : 82 Dr Radhakrishnan Salaimylapore, Chennaichennai 600004 Tamil Nadu, Jakir Hussain H, 044-28306828; Cuttack : Jayashree Plaza,Badambadi,Cuttack 753009 Orissa, Mr. Subhashish — 7381094371 Dehradun : 74(New No.250/466),Rajpur Roaddehradun 248001 Uttarakhand, Rachna Baunthiyal, 9412370192/0135-2741398; Gandhidham : Plot No. 349sector 12 / Bgandhidham 370201 Gujarat : 8980801782,
Branch:Mgr & Operations Head; Hisar : Sco No. 177commercial Urbal Estate No. 1 Hissarhissar 125001 Haryana, Bhuvanesh - 8053112602/ 03/ Vipin- 9671444777, 9671055599-Anil/ Vipin-9671444777; Indore : Kamal Palace, 1 Yeshwant Colonyyeshwant Niwas Roadindore 452003 Madhya Pradesh, Anidya-07314295208/207, ; Jaipur : O-15, Green Houseashok Marg, C-Schemejaipur 302001 Rajasthan, 0141- 4061114/143/121, 9314468394
- Yaduveer; Jalandhar, 50,Badri Dass Colonymahaveer Marg,Near B.M.C Chowkjalandhar 144001 Punjab, 9815427720- Shailaja/ Preeti - 9216024567; Jodhpur : Prince Tower,Plot No 654,Nearjaljog Chowraha,Residency Roadjodhpur 342003 Rajasthan, 0291-5105377 Oh 8875000572, 9672994139- Sandeep; Kottayam : No. Ix-311, A/2 Century Towersnear Ywca, M C Roadkottayam 686001 Kerala, 8086000512, ; Kozhikode :
Axis Bank Ltd, Marina Mallymca Cross Roadkozhikode 673001; Kerala 8086001362, Branch:Mgr & Operations Head; Mumbai : Universal Insurance Building,Ground Floorsir P M Road, Fortmumbai 400001 Maharashtra, Rakesh - 9892059289, Pravin - 9833260932; Navsari : Gr & 1st Flr,Bldg A,Prem Anand Chslnear Lunsikul Ground, Navsari Gandevi Rdnavsari 396445 Gujarat : 8980803882, Branch:Dm & Operations Head; New Delhi/
Delhi : Statesman House,148, Barakhamba Roadnew Delhi 110001 Delhi, Neha.Munjal - 011-47425118, Neha-9999113382; Noida : B2-B3, Sector 16noida, U.P.Noida 201301 Uttar Pradesh, Priyanka Upadhyay, 9818954356/0120-2510751/52; Panaji : Siddharth Bandodkar Bhavan,P. Shirgaonkar Roadpanaji 403001 Goa : 8806900782, Branch:Avp & Operations Head; Patna : Lok Nayak Jay Prakash Bhawandak Bungalow Crossingpatna 800001
Bihar, Fouzia - 9380- Mo -9334933875, 9546557343-Arti; Rajkot : “Titan”, Near K K V Circle,Kalawad Road,Rajkotrajkot 360005 Gujarat, Paresh Ganglani - 9712982277, Parimal Chanda - 9428344149, ; Ranchi : Main Road ,Near Albert Ekka Chowkbelow Bata Showroomranchi 834001 Jharkhand, S Mukharjee 9709165632, 6512214039- Minakshi; Rohtak : Shop No.1, Munjal Complexdelhi Road, Rohtakrohtak 124001 Haryana, Oprh
8053112042 Monika Oh , 9996446355, 9671114477 Nitin; Siliguri : Spectrum Housesevoke Road, Siliguri,Siliguri 734401 West Bengal, Manju, 0353-2642745 / 8001600352; Surat : Digvijay Towers, Opp. St Xaviers Schoolghod Dod Roadsurat 395001 Gujarat, Bhavesh - 9913761634, 8980800472; Udaipur : 222/21, Saheli Margnear Uit Circleudaipur 313004 Rajasthan, 8875000972, 8233268510 Manish; Vapi : Hotel Fortune Galaxy
Comm Plotno C7/67/P N.H. No 8 Near Kopali Rd Gidcvapi 396195 Gujarat, 8980801112, 0260-6616600 Bhupendra Rawat; Varanasi : Tulsi Complex C-19/134, M-B,Gr & 1st Flrshastri Nagar, Sigra ,Varanasivarnasi 221002 Uttar Pradesh, 8874202872- Mr. Amit Kumar- Oprh, 08052308873- Soumya; Hyderabad : 6-3-879/B, G. Pulla Reddy Bldg., First Floor, Begumpet Road, Hyderabad 500 016, 8142200082 Oprhead, Operationshead;
DHANLAXMI BANK LIMITED
AHMEDABAD: DHANLAXMI BANK, 3, MOTILAL CHAMBERS , INCOME TAX CIRCLE, ,NEAR ‘SALES INDIA’,ASHRAM ROAD ,143- AHMEDABAD ,AHMEDABAD DIST, GUJARAT - 380 009; Tel: 64502690 , 64502692. BANGALORE: #11, 1st Cross, B. B. Naidu Road, Gandhinagar, 1st Cross, Bangalore - 560009 Tel: 80 - 64548688/89/90 BHOPAL: DHANLAXMI BANK , GROUND FLOOR, VNV PLAZA, PLOT NO:6, , ZONE -2, MAHARANA PRATAP NAGAR , BHOPAL ,MADHYA
PRADESH - 462 011 Tel: 0755 - 6459927, 6459937 CHANDIGARH: Gr Floor, Rai Building, SCO 93&94, Sector - 17 B&C, Near K C Cinema, Chandigarh - 160017 Tel: 0172 - 6538924/ 25/ 26 CHENNAI: DHANLAXMI BANK LTD, P.B.NO.359 , 104 & 107,OM SAKTHI TOWERS ,MOUNT ROAD, ,ANNA SALAI, CHENNAI ,TAMIL NADU - 600 002. 044-64530014 / 119 / 124 GURGAON: DHANLAXMI BANK , GROUND FLOOR, SCO 17,SECTOR - 14,GURGAON ,HARYANA 122001 Tel: 0124 - 6462185, 6462186 HYDERABAD: 23/A, Sai sushma homes, main road, S.R. Nagar, opp. S.r. nagar Police station, Hyderabad - 500 038 Tel: 040-64636991/ 992/993 KOCHI - ERNAKULAM: DHANLAXMI BANK, 32/2383, KMM BUILDING, OPPOSITE KSEB ,S N JUNCTION , 38- PALARIVATTOM ,ERNAKULAM DIST ,KERALA - 682 025 Tel: 0484-6453447 ,6453441 KOLKATA: Ideal Plaza, Ground Floor, 11/1, Sarat Bose Road, 154Kolkata, West Bengal - 700 020 Tel: 033 - 22815100 MADURAI: DhanlaxmiBank Ltd, LIC Building, No.3, West Marret Street, Near Madurai Railway Junction,Madurai, Tamilnadu - 625001 Tel: 0452 - 6548223, 6548225 MANGALORE: Dhinda Chambers,Ground Floor, No.5-5-301/3, Kodialbail, M G Road, Opp:S B M Law College, 70- Mangalore, Karnataka - 575 003 Tel: 0824-6450741/59/52 MUMBAI: The Dhanlaxmi Bank GROUND FLOOR,JANMABHOOMI
BHAVAN,PLOT 11-12 ,JANMABHOOMI MARG ,144- FORT, MUMBAI ,MAHARASHTRA - 400 001 Tel: 022- 22871658, 22022943, 022 - 2202535 NEW DELHI: DHANLAXMI BANK , 16/15, W.E.A., J.S.PLAZA , ARYA SAMAJ ROAD , KAROL BAGH, NEW DELHI - 110 005 Tel: 64508887, 64507036 PANAJI: Ground Floor, Behind Hotel Fidalgo, M.G. Road, panaji Goa - 403001 Tel:0832-6451286 PUNE: The Dhanlaxmi Bank Ground & 1st Floor, Radiant Arcade, M.G.
Road, (East Street), Pune 411001 Tel: 020 - 6400105, 6400106 SALEM: DhanlaxmiBank Ltd, No.270, Ground Floor, Bharathi Street, Swarnapuri,Salem,Tamil Nadu - 636004 Tel: 0427 - 6540545, 6540546 SURAT: 142, 3Rd Floor,The Surat, Vankar Sahakari Sangh Building, Opp. Reshamwala Market, Ring Road, 142- Surat, Surat Dist, Gujarat - 395 003 THIRUVANANTHAPURAM: P. B. No. 5067, Karimpanal Arcade, 57-Fort, Thiruvananthapuram,
Kerala - 695 023. Tel: 0471 - 6451227/244/07 THRISSUR: Dhanlaxmi Bank, Ground Floor, , Dhanalakshmi Complex, ,4- Pushpagiri ,Punkunnam, Thrissur ,Kerala - 680 002 Tel: 0487 - 6453956, 6453957 TIRUCHIRAPPALLI: DHANLAXMI BANK LTD, B 35, SASTRI ROAD , THILLAINAGAR ,THIRUCHIRAPPALLI ,TAMIL NADU - 620 018 Tel: 0431 - 6450991, 6450992 VIJAYWADA: Dhanlaxmi Bank : 27-1-139 , Eluru Road, ,Opp.IMA Hall Vijayawada ,Andhra
Pradesh - 520 002. Mob: 9160020379, 9160020324 Tel: 0866 - 6453331, 6455071 VISAKHAPATNAM: Dhanlaxmi Bank : VIP Road, CBM Compound , Visakhapatnam - 530 003 Mob: 9160020393, 9581440774 Tel: 0891-6456492, 6456495
INDUSIND BANK
AGRA : Block No.48/6, Ground floor, Puneet Vrindavan Building ‘Sanjay Place, Agra - 282002 ‘agup@indusind.com, 0562, 3018380 / 3018390; AHMEDABAD : World Business House, M. G. Road ‘Nr. Parimal Garden, Ellis Bridge Ahmedabad - 380 015 ‘ ahar@indusind.com, 079, 26426104 - 8; BHAVNAGAR : Shop Nos 1 to 7 and 13, Madhav Hills ‘Waghawadi Road, Bhavnagar – 364 002 bhgu@indusind.com, 0278, 2512055 /
2011; BHUBANESWAR : No. 78, Janpath, Kharavela Nagar, Unit III,’Bhubaneshwar – 751 001 ‘bhkn@indusind.com, 0674, 2536124/ 6125; CHENNAI : No.3 Village Road Nungambakkam,’Chennai - 600 034 ‘manb@indusind.com, 044, 044 4596 2500 / 01; HYDERABAD/SECUND’BAD : 1-8-448, Sardar Patel Rd.Begumpet,’Secunderabad – 500 003. ‘hybe@indusind.com, 040, 2790 7660 / 64; JAIPUR : Sangam Complex,Gr.Flr.Church
Road, ‘Jaipur 302 001’ jach@indusind.com, 0141, 2387301-05 ; JAMNAGAR : Shivam Complex, Teen Batti, Opp. Badri Complex,’Jamnagar -361 001 ‘jagu@indusind.com, 0288, 2664322 / 5760; JODHPUR : Showroom No. 3&4, Olympic Tower Bldg.,’Station Road, Jodhpur 342 003 ‘josr@indusind.com, 0291, 510 2288 / 2289; KOCHI/ERNAKULAM : Gowrinarayan, (Opp. to New Jayalakshmi Silks),’40/8399, 8400, M. G. Road, Kochi
– 682035' koch1@indusind.com, 0484, 2360888 (4 lines), 442 2288, ; KOLKATA : Savitri Towers, 3A, Upper Wood Street, Kolkata – 700 017 ‘caps@indusind.com, 033, 30212400 / 01 (30 lines)BH - direct 22896204.Head Ops direct - 22896205; MUMBAI : Premises No. 1, Sonawala Building 57, ‘Mumbai Samachar Marg, Fort, Mumbai 400 001 ‘boms@indusind.com, 022, 66366580 - 83; NAGPUR : Shri Swami Plaza, 97, East High
Court Road, Ramdas Peth, Nagpur – 440 010 ‘nass@indusind.com’, 0712, 2547456, 2534188; NASHIK : Shop no.1 Thakkers Nexus point, Near Bhosla Military School Gate, College Road, Nashik – 422 005namh@indusind.com, 0253, 6695401/02/03; NEW DELHI/DELHI : Dr. Gopal Das Bhawan28,’Barakhamba Road, New Delhi - 110 001. ‘debk@indusind.com, 011, 23738040; RAJKOT : Pick Point,I Floor,Dr Yagnik Road,’Near Vivekananda
Statue,Rajkot - 360 001 ‘rara@indusind.com, 0281, 2461893 / 94; SURAT : G-2, Empire State Bldg., Near Udhana Darwaja,’Ring Road, Surat 395 002 ‘surr@indusind.com, 0261, 2366823 / 24; VISAKHAPATNAM : CDR Hospital, A. S. Raja Complex ‘Waltair Main Road, Visakhapatnam 530 002 ‘cdwa@indusind.com, 0891, 2702202 / 198;
2
POWER FINANCE CORPORATION LIMITED
IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
Applicants are advised to read the Shelf and Tranche Prospectus dated September 26, 2011
(“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. Please refer to Terms of the Issue in the Prospectus for details.
TERMS OF THE ISSUE : This is a public issue of ‘long term infrastructure bonds’ of face value of ` 5,000 each,
in the nature of secured, redeemable, non-convertible debentures, having benefits under section 80CCF of the
Income Tax Act, 1961, as amended, aggregating ` 200 crores with an option to retain an oversubscription
upto the Shelf Limit (i.e.` 6,900 crores) The Company shall issue the Bonds in one or more tranche(s), on
or prior to March 31, 2012, up to the amount of ` 6,900 crore approved by the Board, which does not exceed
25% of the incremental infrastructure investment made by the Company in Fiscal 2011. This tranche issue is
being offered by way of this Prospectus Tranche -1 contains, inter alia the terms and conditions of the Tranche-1,
which should be read together with the Shelf Prospectus dated September 26, 2011 filed with the Stock Exchanges
and SEBI. The Shelf Prospectus together with the Prospectus Tranche -1 shall constitute “the Prospectus” The terms
and conditions of Bonds being offered will be incorporated into the Debenture Trust Deed and are subject
to the provisions of the Companies Act, the tranche prospectus(es), the Application Form and other terms and
conditions as may be incorporated in the Debenture Trust Deed and/or Consolidated Bond certificate(s). In
addition, the Issue of Bonds in tranches shall be subject to laws as applicable from time to time, including
guidelines, rules, regulations, notifications and any statutory modifications or re-enactments relating to the
issue of capital and listing of securities, or in relation to the Company, issued from time to time by SEBI, GoI,
BSE and/or other authorities and other documents that may be executed in respect of the Bonds. The
statements in these terms and conditions include summaries of and are subject to the detailed provisions of
the Debenture Trust Deed. The 8.50%, non-cumulative Bonds (“Series 1 Bonds”), the 8.50%, cumulative Bonds
(“Series 2 Bonds”), the 8.75% non-cumulative Bonds (“Series 3 Bonds”) and the 8.75% cumulative Bonds (“Series
4 Bonds”) (Series 1 Bonds, Series 2 Bonds, Series 3 Bonds and Series 4 Bonds are collectively referred to
as the “Bonds”). The Bonds would in each case be governed by a debenture trust deed (“Debenture Trust Deed”)
to be entered into between the Company and PNB Investment Services Limited (in its capacity as the
“Debenture Trustee”, which expression shall include its successor(s)) as trustee for the holders of the Bonds
(“Bondholders”). Karvy Computershare Private Limited has been appointed as the registrar to the issue (“Registrar”
or “Registrar to the Issue”) pursuant to the appointment letter dated August 1, 2011 (as amended and/or
supplemented and/or restated from time to time, the “Registrar Appointment Letter”).
The Bonds are classified as ‘long term infrastructure bonds’ and are being issued in terms of Section 80CCF
of the Income Tax Act and the Notification. In accordance with Section 80CCF of the Income Tax Act, the
amount, not exceeding ` 20,000, paid or deposited as subscription to ‘long-term infrastructure bonds’ during
the previous year relevant to the assessment year beginning April 1, 2012 shall be deducted in computing
the taxable income of a resident individual or HUF. In the event that any Applicant applies for and is Allotted
Bonds in excess of ` 20,000 in one or more tranches (including ‘long term infrastructure bonds’ issued by any
other eligible entity), the aforestated tax benefit shall be available to such Bondholder only to the extent of
` 20,000. Words and expressions defined in the Debenture Trust Deed and the Tripartite Agreements shall
have the meaning ascribed in the Debenture Trust Deed and/or the Tripartite Agreements, as the case may
be, unless the context otherwise requires or unless otherwise stated. Any reference to “Bondholders” or “holders”
in relation to any Bond held in dematerialized form shall mean the persons whose name appears on the
beneficial owners list as provided by the Depository and in relation to any Bond in physical form, such holder
of the Bond (whose interest shall be as set out in a Consolidated Bonds Certificate (as defined below) whose
name is appearing in the Register of Bondholders (as defined below). The Debenture Trustee acts for the
benefit of the Bondholders in accordance with the provisions of the Debenture Trust Deed.
1. Authority for the Issue : The Board of Directors, at its meeting held on March 17, 2011, has approved the
Issue, in one or more tranches, of secured, redeemable, non-convertible debentures having benefits under
Section 80CCF of the Income Tax Act, for an amount not exceeding ` 7,500 crores. Further, the Chairman
and Managing Director of our Company has been authorised to inter-change the amount to be mobilized, that
has been subsequently decided as ` 6,900 crores for the Fiscal 2012. In terms of the Notification No. 50/2011
F.No. 178/43/2011-SO (ITA 1) dated September 9, 2011 issued by Central Board of Direct Taxes, the
aggregate value of issuance of ‘long term infrastructure bonds’ (having benefits under Section 80CCF of the
Income Tax Act) by the Company during the Fiscal 2012 shall not exceed 25% of the incremental infrastructure
investment made by the Company during the Fiscal 2011. For the purpose of calculating the incremental
infrastructure investment, the aggregate gross infrastructure investments made by the Company during the
Fiscal 2011 was considered and 25% of such incremental infrastructure investment was ` 6,913.61 crores and
hence the limit for this Issue is ` 6,900 crores.
2. Issue, Status of Bonds : 2.1. Public Issue of ‘long term infrastructure bonds’ of face value of ` 5,000 each,
in the nature of secured, redeemable, non-convertible debentures, having benefits under section 80CCF of the
Income Tax Act, 1961, as amended, aggregating ` 200 crores with an option to retain an oversubscription
upto the Shelf Limit (i.e. ` 6,900 crores).; 2.2. The Bonds are secured pursuant to a Debenture Trust Deed.
The Bondholders are entitled to the benefit of the Debenture Trust Deed and are bound by and are deemed
to have notice of all the provisions of the Debenture Trust Deed. The Company is issuing the Bonds in
accordance with the Notification and pursuant to the Notification, the Bonds issued by the Company may be
classified as ‘long term infrastructure bonds’ for the purposes of Section 80 CCF of the Income Tax Act.; 2.3.
The Bonds are issued in the form of secured, redeemable, non convertible debentures. The claims of the
Bondholders shall be pari passu to the claims of the secured creditors of the Company, if any, now existing
or in the future, (subject to any obligations preferred by mandatory provisions of the applicable law prevailing
from time to time).
3. Form, Face Value, Title and Listing etc : 3.1. Form : The Allotment of the Bonds shall be in a dematerialized
form as well as physical form. The Company has made depository arrangements with CDSL and NSDL for
the issuance of the Bonds in dematerialized form, pursuant to the tripartite agreement dated April 25, 2006
between the Company, CDSL and the Registrar to the Issue and the tripartite agreement dated May 16, 2006
between the Company, NDSL and the Registrar to the Issue (collectively, “Tripartite Agreements”). The Company
shall take necessary steps to credit the Depository Participant account of the Applicants with the number of
Bonds allotted in dematerialized form. The Bondholders holding the Bonds in dematerialised form shall deal
with the Bonds in accordance with the provisions of the Depositories Act, 1996 (“Depositories Act”) and/or rules
as notified by the Depositories from time to time.; 3.1.2 : The Bondholders may rematerialize the Bonds issued
in dematerialized form, at any time after Allotment, in accordance with the provisions of the Depositories Act
and/or rules as notified by the Depositories from time to time.; 3.1.3 : In case of Bonds issued in physical form,
whether on Allotment or on rematerialization of Bonds Allotted in dematerialized form, the Company will
issue one certificate for each Series of the Bonds to the Bondholder for the aggregate amount of the Bonds
that are held by such Bondholder (each such certificate, a “Consolidated Bond Certificate”). In respect of the
Consolidated Bond Certificate(s), the Company will, on receipt of a request from the Bondholder within 30
days of such request, split such Consolidated Bond Certificate(s) into smaller denominations in accordance
with the Articles of Association, subject to a minimum denomination of one Bond. No fees will be charged
for splitting any Consolidated Bond Certificate(s) and any stamp duty, if payable, wil be paid by the Bondholder.
The request to split a Consolidated Bond Certificate shall be accompanied by the original Consolidated Bond
Certificate(s) which wil , on issuance of the split Consolidated Bond Certificate(s), be cancelled by the Company.;
3.2. Face Value : The face value of each Bond is ` 5,000.; 3.3. Title; 3.3.1 : In case of: (i) Bonds held in the
dematerialized form, the person for the time being appearing in the register of beneficial owners maintained
by the Depository; and (ii) the Bond held in physical form, the person for the time being appearing in the
Register of Bondholders (as defined below) as Bondholder, shall be treated for all purposes by the Company,
the Debenture Trustee, the Depository and all other persons dealing with such person as the holder thereof
and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership,
trust or any interest in it or any writing on, theft or loss of the Consolidated Bond Certificate issued in respect
of the Bonds and no person will be liable for so treating the Bondholder.; 3.3.2 : No transfer of title of a Bond
will be valid unless and until entered on the Register of Bondholders or the register of beneficial owners
maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest
and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the
Register of Bondholders maintained by the Depository and/or the Company and/or the Registrar to the Issue,
as the case may be. In such cases, claims, if any, by the purchasers of the Bonds will need to be settled with
the seller of the Bonds and not with the Company or the Registrar to the Issue. The provisions relating to
transfer and transmission and other related matters in respect of the Company’s shares contained in the
Articles of Association of the Company and the Companies Act shall apply, mutatis mutandis (to the extent
applicable) to the Bond(s) as well.; 3.4. Listing : The Bonds will be listed on BSE. BSE has given its inprinciple listing approval by its letter dated September 22, 2011. The Designated Stock Exchange for the Issue
is BSE. 3.5. Market Lot : 3.5.1 The Bonds shall be allotted in physical as well as dematerialized form. As per
the SEBI Debt Regulations, the trading of the Bonds shall be in dematerialised form only in multiples of one
Bond (“Market Lot”).; 3.5.2 For details of Allotment, see “Procedure for Application – Basis of Allotment”
beginning on page 47 of the Tranche Prospectus.; 3.6. Procedure for Rematerialisation of Bonds : Bondholders
who wish to hold the Bonds in physical form may do so by submitting a request to their Depository Participant
in accordance with the applicable procedure stipulated by the Depository Participant.
4. Transfer of the Bonds, Issue of Consolidated Bond Certificates etc : 4.1. Register of Bondholders : The Company
shall maintain at its registered office or such other place as permitted by law a register of Bondholders
(“Register of Bondholders”) containing such particulars as required by Section 152 of the Companies Act. In
terms of Section 152A of the Companies Act, the Register of Bondholders maintained by a Depository for any
Bond in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a Register of
Bondholders for this purpose. 4.2. Lock-in Period : 4.2.1. No Transfer during Lock-in Period : In accordance with
GENERAL INSTRUCTIONS
the Notification, the Bondholders shall not sell or transfer the Bonds in any manner for a period of five years
from the Deemed Date of Allotment (the “Lock-in Period).; 4.2.2. Transfer after Lock-in Period : (a) The Bondholders
may sell or transfer the Bonds after the expiry of the Lock-in Period on the stock exchange where the Bonds
are listed. (b) If a request for transfer of the Bond is not received by the Registrar to the Issue before the Record
Date for maturity, the Maturity Amount for the Bonds shall be paid to the person whose name appears as a
Bondholder in the Register of Bondholders. In such cases, any claims shall be settled inter se between the
parties and no claim or action shall be brought against the Company.; 4.3. Transfers : 4.3.1 Transfer of Bonds
held in dematerialized form: In respect of Bonds held in the dematerialized form, transfers of the Bonds may
be effected, after the expiry of the Lock-in Period, only through the Depository where such Bonds are held,
in accordance with the provisions of the Depositories Act and/or rules as notified by the Depository from time
to time. The Bondholder shall give delivery instructions containing details of the prospective purchaser’s
Depository Participant’s account to his Depository Participant. If a prospective purchaser does not have a
Depository Participant account, the Bondholder may rematerialize his or her Bonds and transfer them in a
manner as specified in section 4.3.2 below.; 4.3.2. Transfer of Bonds in physical form : Subject to the Lockin period, the Bonds may be transferred by way of a duly executed transfer deed or other suitable instrument
of transfer as may be prescribed by the Company for the registration of transfer of Bonds. Purchasers of Bonds
are advised to send the Consolidated Bond Certificate to the Company or to such persons as may be notified
by the Company from time to time. If a purchaser of the Bonds in physical form intends to hold the Bonds
in dematerialized form, the Bonds may be dematerialized by the purchaser through his or her Depository
Participant in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories
from time to time.; 4.4. Formalities Free of Charge : Registration of a transfer of Bonds and issuance of new
Consolidated Bond Certificates will be effected without charge by or on behalf of the Company, but on
payment (or the giving of such indemnity as the Company may require) in respect of any tax or other
governmental charges which may be imposed in relation to such transfer, and the Company being satisfied
that the requirements concerning transfers of Bonds, including under our Articles of Association have been
complied with.
5. Debenture Redemption Reserve (“DRR”) : Pursuant to Regulation 16 of the SEBI Debt Regulations and
Section 117C of the Companies Act, any company that intends to issue debentures to create a DRR to which
adequate amounts shall be credited out of the profits of the company until the redemption of the debentures.
Further, the Ministry of Company Affairs (“MCA”) has, through its circular dated April 18, 2002, specified that
public financial institutions shall create a DRR to the extent of 50% of the value of the debentures issued
through public issue. Accordingly, the Company shall create DRR of 50% of the value of Bonds issued and
allotted in terms of the Tranche Prospectus, for the redemption of the Bonds. The Company shall credit
adequate amounts to the DRR from its profits every year until the Bonds are redeemed. The amounts credited
to the DRR shall not be utilized by the Company for any purpose other than for the redemption of the Bonds.
6. Application Amount and Tax Savings : Eligible Applicants can apply for up to any amount of the Bonds across
any of the Series(s) or a combination thereof. The Applicants will be allotted the Bonds in accordance with
the Basis of Allotment. In the event any Applicant applies for and is allotted Bonds in excess of ` 20,000
(including ‘long term infrastructure bonds’ issued by any other eligible entity), the aforestated tax benefit shall
be available to such Bondholder only to the extent of ` 20,000.
7. Deemed Date of Allotment : The Deemed Date of Allotment shall be the date as may be determined by the
Board of the Company and notified to the BSE. All benefits under the Bonds including payment of interest
will accrue to the Bondholders from the Deemed Date of Allotment. Actual Allotment may occur on a date
other than the Deemed Date of Allotment.
8. Subscription : 8.1 Period of Subscription : The Issue shall remain open for the period mentioned below:
ISSUE OPENS ON
THURSDAY, SEPTEMBER 29, 2011
ISSUE CLOSES ON
FRIDAY, NOVEMBER 4, 2011
The Issue shall remain open for subscription during banking hours for the period indicated above, except that
the Issue may close on such date as may be decided by the Board. In the event of an early closure of the
Issue , the Company shall ensure that notice is provided to the prospective investors through newspaper
advertisements, at least three days prior to such earlier date of Issue closure.; 8.2 Underwriting : There is no
underwriting in this Tranche.; 8.3 Minimum Subscription : Under the SEBI Debt Regulations, the Company is
required to stipulate a minimum subscription amount which it seeks to raise. The consequence of minimum
subscription amount not being raised is that the Issue shall not proceed and the application moneys received
are refunded to the Applicants. The company has decided to set no minimum subscription for the issue.
9. Interest : 9.1. Annual Payment of Interest : 9.1.1 For Series 1 Bonds and Series 3 Bonds, interest at the rate
of 8.5% and 8.75% p.a., respectively, will be paid annually commencing from the Deemed Date of Allotment
and on the equivalent date falling every year thereafter. The last interest payment will be made on the Maturity
Date.; 9.2. Cumulative Payment of Interest : 9.2.1 Interest on Series 2 Bonds and Series 4 Bonds shall be
compounded annually at the rate of 8.5% and 8.75% p.a., respectively commencing from the Deemed Date
of Allotment and shall be payable on the Maturity Date; 9.3. Day Count Convention : Interest shall be
computed on a 365 days-a-year basis on the principal outstanding on the Bonds. However, where the interest
period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on
the principal outstanding on the Bonds.; 9.4. Interest on Application and Refund Money : 9.4.1 Application
Interest : The Company shall pay to the successful Applicants, interest at the rate of 5.50 % p.a. on the
Application Amount, three days from the date of receipt of the Application Form, or the date of realization
of the Application Amount, whichever is later, upto one day prior to the Deemed Date of Allotment, subject
to deductions under the Income Tax Act, if the amount of such interest exceeds the prescribed limit of ` 2,500.
Interest on Application Amount shall be paid along with first interest payment compounded annually for Series
1 and Series 3 at their respective coupon rates and at buyback date or maturity date whichever is earlier
compounded annually for Series 2 and Series 4 at their respective coupon rates; 9.4.2 Refund Interest : The
Company shall pay interest on refund of Application Amount on the amount not Allotted, at the rate of 4%
p.a. on the amount not Allotted, three days from the date of receipt of the Application Form, or the date of
realization of the Application Amount, whichever is later, upto one day prior to the Deemed Date of Allotment,
subject to deductions under the Income Tax Act, if the amount of such interest exceeds the prescribed limit
of ` 2,500. Interest on refund shall be paid along with the refund money. Payment of interest on refund of
Application Amount is not applicable in case of applications rejected on technical grounds or withdrawn by
the Applicants.
10. Redemption : 10.1 Unless previously redeemed under any buyback facility, the Company shall redeem the
Bonds on the Maturity Date.; 10.2 Procedure for Redemption by Bondholders : The procedure for redemption
is set out below; 10.2.1 Bonds held in electronic form: No action is required on the part of Bondholders at
the time of maturity of the Bonds.; 10.2.2 Bonds held in physical form:
No action will ordinarily be required on the part of the Bondholder at the time of redemption, and the Maturity
Amount will be paid to those Bondholders whose names appear in the Register of Bondholders maintained
by the Company on the Record Date fixed for the purpose of redemption. However, the Company may require
the Consolidated Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on the
reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity Date and sent
by the Bondholders by registered post with acknowledgment due or by the delivery to the Registrar to the Issue
or Company or to such persons at such addresses as may be notified by the Company from time to time.
Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the manner stated above,
not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely
payment. See “Payment on Maturity, Redemption or Buyback” on page 34 of the Tranche Prospectus.
11. Buyback of Bonds : 11.1 An Applicant subscribing to the Bonds shall, at the time of submitting the
Application Form, indicate his or her preference for utilizing the buyback facility offered by the Company for
the Bonds by opting for it in the Application Form and completing all formalities prescribed therein.; 11.2 A
Bondholder may at any time during the Buyback Intimation Period inform the Company in writing of the
following: (a) A Bondholder who has opted for buyback in the Application Form, in a manner specified in
section 11.1 above, may inform the Company of their intention not to utilize the buyback facility offered by
the Company; or (b) A Bondholder who has not opted for buyback in the Application Form, in a manner
specified in section 11.1 above, may inform the Company of their intention to utilize the buyback facility offered
by the Company; In the event that a Bondholder expresses his or her intention to utilize the buyback facility
being offered by the Company, such Bonds shall be bought back by the Company in a manner as specified
in section 11.3 below. 11.3 For the avoidance of doubt, the Bondholders may note the following: (a) In case
a Bondholder has opted for buyback in the Application Form in the manner specified in section 11.1 above,
and has not, at any time during the Buyback Intimation Period in the manner specified in section 11.2 above,
expressed any intention to not utilize the buyback facility offered by the Company, the buyback shall be effected
by the Company in the manner specified in section 11.4 below; (b) In case a Bondholder has not opted for
buyback in the Application Form in the manner specified in section 11.1 above, and has not, at any time
during the Buyback Intimation Period in the manner specified in section 11.2 above, expressed an intention
to utilize the buyback facility offered by the Company, such Bonds shall not be bought back by the Company
and such Bonds shall continue till the Maturity Date. (c) In case a Bondholder who has opted for buyback in
the Application Form in the manner specified in 11.1 above, expresses, at any time during the Buyback
Intimation Period in the manner specified in section 11.2 above, any intention to not utilize the buyback facility
offered by the Company, such Bonds shall not be bought back by the Company and such Bonds shall continue
till the Maturity Date; and (d) In case a Bondholder who has not opted for buyback in the Application Form
in the manner specified in 11.1 above, expresses, at any time during the Buyback Intimation Period in the
manner specified in section 11.2 above, an intention to utilize the buyback facility offered by the Company,
such Bonds shall be bought back by the Company in the manner specified in section 11.4 below.; 11.4 The
buyback of Bonds from their respective Bondholders shall be effected by the Company on the Buyback Date,
subject to the terms set forth herein: (a) Bonds held in dematerialized form : No action will ordinarily be
required on part of the Bondholder. On receiving instructions from the Company, the Registrar to the Issue
would undertake appropriate corporate action to effect the buyback.; (b) Bonds held in physical form : No action
would ordinarily be required on part of the Bondholder on the Buyback Date and the Buyback Amount would
be paid to those Bondholders whose names appear first in the Register of Bondholders. However, the
Company may require the Bondholder to duly surrender the Consolidated Bond Certificate to the Company/
Registrar to the Issue for the buyback 30 Working Days prior to the Buyback Date.; 11.5 Any notice or letter
or any other written instrument sent pursuant to section 11.1 received after the lapse of the Buyback Intimation
period but not more than 3 months after the lapse of the Buyback Intimation period shall be accepted by the
Company and the buyback facility extended but without the interest component for the period between the
record date and the date of the receipt of the written instrument. No notice or letter or any other written
instrument sent to the Company pursuant to section 11.1 above shall be accepted by the Company if it has
been received 3 months after the lapse of the Buyback Intimation Period. In such an event, the Bonds not
being eligible for buyback by the Company, shall continue till the Maturity Date. A Bondholder of whose
Bonds have not been bought back by the Company, shall be entitled to sell his or her Bonds on the stock
exchanges.; 11.6 On payment of the Buyback Amounts, the Bonds shall be deemed to have been repaid to the
Bondholders and all other rights of the Bondholders shall terminate and no interest shall accrue on such Bonds.;
11.7 Subject to the provisions of the Companies Act, where the Company has bought back any Bond(s), the
Company shall have and shall be deemed always to have had the right to keep such Bonds alive without
extinguishment for the purpose of resale and in exercising such right, the Company shall have and be deemed
always to have had the power to resell such Bonds, at such price and terms & conditions as permissible under
applicable regulation(s) in that regard at that point of time.
12. Payments : 12.1 Payment of Interest : Payment of interest on the Bonds wil be made to those Bondholders
whose name appears first in the Register of Bondholders maintained by the Depository and/or the Company
and/or the Registrar to the Issue, as the case may be as, on the Record Date. Whilst the Company will use
the electronic mode of payments for making payments, where facilities for electronic mode of payments are
not available to the Bondholder or where the information provided by the Applicant is insufficient or incomplete,
the Company proposes to use other modes of payment to make payments to the Bondholders, including
through the dispatch of cheques through courier, hand delivery or registered post to the address provided by
the Bondholder and appearing in the Register of Bondholders maintained by the Depository and/or the
Company and/or the Registrar to the Issue, as the case may be as, on the Record Date; 12.2 Record Date
: The record date for the payment of interest or the Maturity Amount shall be 15 days prior to the date on
which such amount is due and payable (“Record Date”); 12.3. Effect of holidays on payments : If the date of
payment of interest or principal or any date specified does not fall on a Working Day, the succeeding Working
Day will be considered as the effective date. Interest and principal or other amounts, if any, will be paid on
the succeeding Working Day. Payment of interest will be subject to the deduction of tax as per the Income
Tax Act or any statutory modification or re-enactment thereof for the time being in force. In case the date of
payment of interest or principal or any date specified falls on a holiday, the payment will be made on the next
Working Day, without any interest for the period overdue.; 12.4 Payment on Maturity, Redemption or Buyback
: The procedure for payment in maturity, redemption and buyback is set out below:; 12.4.1 Bonds held in
electronic form: No action is required on the part of Bondholders on the Maturity Date or Buyback Date.; 12.4.2
Bonds held in physical form: The Company may require the Consolidated Bond Certificate(s), duly discharged
by the sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to
be surrendered for redemption on the Maturity Date, or otherwise in the event of redemption or buyback, and
sent by the Bondholders by registered post with acknowledgment due or by the delivery to the Registrar to the
Issue or Company or to such persons at such addresses as may be notified by the Company from time to time.
Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in the manner stated above,
not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely
payment.; 12.5 Whilst the Company will use the electronic mode of payments for making payments, where
facilities for electronic mode of payments are not available to the Bondholder or where the information
provided by the Applicant is insufficient or incomplete, the Company proposes to use other modes of payment
to make payments to the Bondholders, including through the dispatch of cheques through courier, hand
delivery or registered post to the address provided by the Bondholder and appearing in the Register of
Bondholders maintained by the Depository and/or the Company and/or the Registrar to the Issue, as the case
may be as, on the Record Date. In the case of payment on maturity being made on surrender of the
Consolidated Bond Certificate(s), the Company will make payments or issue payment instructions to the
Bondholders within 30 days from the date of receipt of the duly discharged Consolidated Bond Certificate(s).
The Company shall pay interest at 15% p.a., in the event that such payments are delayed beyond a period
of eight days prescribed under the Companies Act after the Company becomes liable to pay such amounts.;
12.6 The Company’s liability to the Bondholders including for payment or otherwise shall stand extinguished
from the Maturity Date or on dispatch of the amounts paid by way of principal and/or interest to the Bondholders.
Further, the Company will not be liable to pay any interest, income or compensation of any kind accruing
subsequent to the Maturity Date.
13. Manner and Mode of Payment : 13.1 Manner of Payment: All payments to be made by the Company to the
Bondholders shall be made in any of the following manners:; 13.1.1 For Bonds applied or held in electronic form:
The bank details will be obtained from the Depository for payments. Investors who have applied or who are
holding the Bond in electronic form, are advised to immediately update their bank account details as appearing
on the records of their Depository Participant. Failure to do so could result in delays in credit of the payments
to investors at their sole risk and neither the Lead Managers nor the Company shall have any responsibility
and undertake any liability for such delays on part of the investors.; 13.1.2 For Bonds held in physical form :
The bank details wil be obtained from the Registrar to the Issue for effecting payments.; 13.2 Modes of Payment
: All payments to be made by the Company to the Bondholders shall be made through any of the following
modes:; 13.2.1 Cheques or Demand drafts : By cheques or demand drafts made in the name of the Bondholders
whose names appear in the Register of Bondholders as maintained by the Company and/or as provided by
the Depository. All Cheques or demand drafts as the case may be, shall be sent by registered/speed post at
the Bondholder’s sole risk. 13.2.2 NECS : Through NECS for Applicants having an account at any of the centers
notified by the RBI. This mode of payment will be subject to availability of complete bank account details
including the Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf, from the
Depository. The Company shall not be responsible for any delay to the Bondholder receiving credit of interest
or refund or Maturity Amount so long as the Company has initiated the process in time.; 13.2.3 Direct Credit
: Applicants having bank accounts with the Refund Bank, as per the demographic details received from the
Depository shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank
for the same would be borne by our Company.; 13.2.4 Real Time Gross Settlement (“RTGS”) : Applicants having
a bank account with a bank branch which is RTGS enabled as per the information available on the website
of RBI and whose refund amount exceeds ` 2 lakhs shall be eligible to receive refund through RTGS, provided
the demographic details downloaded from the Depository contain the nine digit MICR code of the Bidder’s
bank which can be mapped with the RBI data to obtain the corresponding Indian Financial System Code
(“IFSC”). Charges, if any, levied by the Refund Bank for the same would be borne by our Company. Charges,
if any, levied by the Applicant’s bank receiving the credit would be borne by the Applicant.; 13.2.5 National
Electronic Fund Transfer (“NEFT”) : Payment of refund shall be undertaken through NEFT wherever the
Applicants’ bank branch is NEFT enabled and has been assigned the IFSC, which can be linked to an MICR
code of that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date prior
to the date of payment of refund, duly mapped with an MICR code. Wherever the Applicants have registered
their MICR number and their bank account number while opening and operating the beneficiary account, the
same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will
be made to the Bidders through this method. The process flow in respect of refunds by way of NEFT is at an
evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency and the
past experience of the Registrar to the Issue. In the event NEFT is not operationally feasible, the payment of
refunds would be made through any one of the other modes as discussed in this section.; 13.3 Printing of Bank
Particulars : As a matter of precaution against possible fraudulent encashment of Consolidated Bond Certificate(s)
due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be
provided for printing on the Consolidated Bond Certificate. Applications without these details are liable to be
rejected. However, in relation to Applications for dematerialised Bonds, these particulars will be taken directly
from the Depository. In case of Bonds held in physical form either on account of rematerialisation or transfer,
the Bondholders are advised to submit their bank account details with the Registrar to the Issue before the
Record Date, failing which the amounts will be dispatched to the postal address of the Bondholders. Bank
account particulars will be printed on the Consolidated Bond Certificate(s) which can then be deposited only
in the account specified.
14. Taxation : 14.1 The Applicants are advised to consider and seek independent advice, as may be necessary,
on the tax implications of their respective investment in the Bonds.; 14.2 The interest on Bonds will be subject
to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax
Act or any statutory modification or re-enactment thereof.; 14.3 As per the current provisions of the Income Tax
Act, on payment to all categories of resident Bondholders, tax will not be deducted at source from interest on
Bonds, if such interest does not exceed ` 2,500 in a financial year; 14.4 As per clause (ix) of Section 193
of the Income Tax Act, no income tax is required to be withheld on any interest payable on any security issued
by a company, where such security is in dematerialised form and is listed on a recognised stock exchange in
India in accordance with the Securities Contracts Regulation Act, 1956, as amended, and the rules notified
thereunder. Accordingly, no income tax will be deducted at source from the interest on Bonds held in
dematerialised form. In case of Bonds held in physical form no tax may be withheld in case the interest does
not exceed ` 2,500 in a financial year. However, such interest is taxable income in the hands of Bondholders.;
14.5 If interest on Bonds exceeds the prescribed limit of ` 2,500 in a financial year in case of individual
Bondholders, to ensure non-deduction or lower deduction of tax at source, as the case may be, the Bondholders
are required to furnish either (a) a declaration (in duplicate) in the prescribed form, i.e., Form 15G which may
be given by all Bondholders other than companies, firms and non-residents subject to provisions of section
197A of the Income Tax Act; or (b) a certificate, from the assessing officer of the Bondholder, in the prescribed
form under section 197 of the Income Tax Act which may be obtained by the Bondholders.; 14.6 Senior
citizens, who are 60 or more years of age at any time during the financial year, can submit a self-declaration
in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A
even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum limit for
the financial year. To ensure non-deduction/lower deduction of tax at source from interest on Bonds, a resident
Bondholder is required to submit Form 15G/15H/certificate under section 197 of the Income Tax Act or other
evidence, as may be applicable, with the Application Form, or send to the Registrar to the Issue along with
POWER FINANCE CORPORATION LIMITED
3
IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
a copy of the Application Form on or before the closure of the Issue. Subsequently, Form 15G/15H/ original
certificate issued under section 197 of the Income Tax Act or other evidence, as may be applicable, may be
submitted to the Company or to such person at such address as may be notified by us from time to time,
quoting the name of the sole or first Bondholder, Bondholder number and the distinctive number(s) of the
Bond(s) held, at least one month prior to the interest payment date.; 14.7 Bondholders are required to submit
Form 15G or 15H or original certificate issued under section 197 of the Income Tax Act or other evidence in
each financial year to ensure non-deduction or lower deduction of tax at source from interest on Bonds.; 14.8
If the Bondholder is eligible to submit Form 15G or 15H, he or she is required to tick at the relevant place
on the Application Form, to send a blank copy of the form to the Bondholders. Blank declaration form will
be furnished to other Bondholders on request made at least two months prior to the interest payment date.
This facility is being provided for the convenience of Bondholders and we will not be liable in any manner,
whatsoever, in case the Bondholder does not receive the form.; 14.9 As per the prevailing tax provisions, Form
15G cannot be submitted if the aggregate of income of the nature referred to in section 197A of the Income
Tax Act viz. dividend, interest etc. as prescribed therein, credited or paid or likely to be credited or paid during
the financial year in which such income is to be included exceeds the maximum amount which is not
chargeable to tax.; 14.10 Tax exemption certificate or document, if any, must be lodged at the office of the
Registrar to the Issue prior to the Record Date, or as specifically required. Tax applicable on coupon will be
deducted at source on accrual thereof in the Company’s books and / or on payment thereof, in accordance
with the provisions of the Income Tax Act and / or any other statutory modification, re-enactment or notification
as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted on annual
basis.;
15. Security : 15.1 The Bonds issued by the Company wil be secured by creating a charge on the book debts
of the company along with identified immovable property by an first charge/pari pasu charge, as may be
agreed between the Company and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed.
16. Events of Default : 16.1 The Debenture Trustee at its discretion may, or if so requested in writing by the
holders of not less than 75% in principal amount of the Bonds then outstanding or if so directed by a Special
Resolution shall (subject to being indemnified and/or secured by the Bondholders to its satisfaction), give
notice to the Company specifying that the Bonds and/or any particular Series of Bonds, in whole but not in
part are and have become due and repayable at the Early Redemption Amount on such date as may be
specified in such notice inter alia if any of the events listed in 16.2 below occur.; 16.2 The description below
is indicative and a complete list of events of default and its consequences shall be specified in the Debenture
Trust Deed: (i) Default is made in any payment of the principal amount due in respect of any of the Series
of Bonds and such failure continues for a period of 30 days; (ii) Default is made in any payment of any
installment of interest in respect of Series 1 Bonds and/ or Series 3 Bonds or in the payment of cumulative
interest on Series 2 Bonds and/ or Series 4 Bonds and such failure continues for a period of 15 days; (iii)
Default is made in any payment of any other sum due in respect of any Series of the Bonds and such failure
continues for a period of 15 days; (iv) The Company does not perform or comply with one or more of its other
material obligations in relation to the Bonds or the Debenture Trust Deed which default is incapable of remedy
or, if in the opinion of the Debenture Trustee capable of remedy, is not remedied within 30 days after written
notice of such default shall have been given to the Company by the Debenture Trustee and which has a
material adverse effect on the Company; (v) The Company is (or is deemed by law or a court to be) insolvent
or bankrupt or unable to pay (in the opinion of the Debenture Trustee) a material part of its debts, or stops,
suspends or threatens to stop or suspend payment of all or (in the opinion of the Debenture Trustee) a material
part of (or of a particular type of) its debts; or (vi) Any encumbrancer takes possession, or a receiver or an
administrator is appointed of the whole or (in the opinion of the Debenture Trustee) any substantial part of
the property, assets or revenues of the Company (as the case may be) and is not discharged within 45 days.;
16.3 The Early Redemption Amount payable on the occurrence of an Event of Default shall be as detailed
in the Debenture Trust Deed.; 16.4 If an Event of Default occurs which is continuing, the Debenture Trustee
may with the consent of the Bondholders, obtained in accordance with the provisions of the Debenture Trust
Deed, and with a prior written notice to the Company, take action in terms of the Debenture Trust Deed.; 16.5
In case of default in the redemption of Bonds, in addition to the payment of interest and all other monies
payable hereunder on the respective due dates, the Company shall also pay interest on the defaulted
amounts.
17. Bondholder’s Rights, Nomination Etc. : 17.1 Bondholder Not a Shareholder : The Bondholders wil not be
entitled to any of the rights and privileges available to the equity and preference shareholders of the Company.;
17.2 Rights of Bondholders : Some of the significant rights available to the Bondholders are as follows: (a) The
Bonds shall not, except as provided in the Companies Act, confer on Bondholders any rights or privileges
available to members of the Company including the right to receive notices or annual reports of, or to attend
and / or vote, at the Company’s general meeting(s). However, if any resolution affecting the rights of the
Bondholders is to be placed before the shareholders, such resolution will first be placed before the concerned
registered Bondholders for their consideration. In terms of Section 219(2) of the Companies Act, Bondholders
shall be entitled to a copy of the balance sheet on a specific request made to the Company. ; (b) The rights,
privileges and conditions attached to the Bonds may be varied, modified and / or abrogated with the consent
in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction
of a Special Resolution passed at a meeting of the concerned Bondholders, provided that nothing in such
consent or resolution shall be operative against the Company, where such consent or resolution modifies or
varies the terms and conditions governing the Bonds, if modification, variation or abrogation is not acceptable
to the Company. (c) The registered Bondholder or in case of joint-holders, the person whose name stands first
in the Register of Bondholders shall be entitled to vote in respect of such Bonds, either by being present in
person or, where proxies are permitted, by proxy, at any meeting of the concerned Bondholders summoned
for such purpose and every such Bondholder shall be entitled to one vote on a show of hands and on a poll,
his or her voting rights shall be in proportion to the outstanding nominal value of Bonds held by him or her
on every resolution placed before such meeting of the Bondholders. (d) Bonds may be rolled over with the
consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the
sanction of a Special Resolution passed at a meeting of the concerned Bondholders after providing at least
21 days prior notice for such roll-over and in accordance with the SEBI Debt Regulations. The Company shall
redeem the Bonds of all the Bondholders, who have not given their positive consent to the roll-over. The above
rights of Bondholders are merely indicative. The final rights of the Bondholders will be as per the Debenture
Trust Deed to be executed by the Company with the Debenture Trustee. Special Resolution for the purpose
of this section is a resolution passed at a meeting of Bondholders of at least three-fourths of the outstanding
amount of the Bonds, present and voting.; 17.3 Succession : Where Bonds are held in joint names and one
of the joint holders dies, the survivor(s) will be recognized as the Bondholder(s) in accordance with applicable
law and the provisions of the AoA. It will be sufficient for the Company to delete the name of the deceased
Bondholder after obtaining satisfactory evidence of his death, provided that a third person may call on the
Company to register his name as successor of the deceased Bondholder after obtaining evidence such as
probate of a will for the purpose of proving his title to the Bonds. In the event of demise of the sole or first
holder of the Bonds, the Company will recognise the executors or administrator of the deceased Bondholders,
or the holder of the succession certificate or other legal representative as having title to the Bonds only if such
executor or administrator obtains and produces probate of will or letter of administration or is the holder of
the succession certificate or other legal representation, as the case may be, from an appropriate court in India.
The Directors of the Company in their absolute discretion may, in any case, dispense with production of
probate of wil or letter of administration or succession certificate or other legal representation.; 17.4 Nomination
Facility to Bondholder; 17.4.1 In accordance with Section 109A of the Companies Act, the sole Bondholder
or first Bondholder, along with other joint Bondholders (being individual(s)) may nominate any one person
(being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case may
be, shall become entitled to the Bond. A person, being a nominee, becoming entitled to the Bond by reason
of the death of the Bondholders, shall be entitled to the same rights to which he will be entitled if he were
the registered holder of the Bond. Where the nominee is a minor, the Bondholders may make a nomination
to appoint any person to become entitled to the Bond(s), in the event of his death, during the minority. A
nomination shall stand rescinded on sale of a Bond by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. When the Bond is held by two or more persons, the
nominee shall become entitled to receive the amount only on the demise of all the Bondholders. Fresh
nominations can be made only in the prescribed form available on request at the Company’s registered or
administrative office or at such other addresses as may be notified by the Company.; 17.4.2 The Bondholders
are advised to provide the specimen signature of the nominee to the Company to expedite the transmission
of the Bond(s) to the nominee in the event of demise of the Bondholders. The signature can be provided in
the Application Form or subsequently at the time of making fresh nominations. This facility of providing the
specimen signature of the nominee is purely optional.; 17.4.3 In accordance with Section 109B of the
Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the
Companies Act, shall on the production of such evidence as may be required by the Company’s Board or
Committee of Directors, as the case may be, elect either: (a) to register himself or herself as the holder of the
Bonds; or (b) to make such transfer of the Bonds, as the deceased holder could have made.; 17.4.4. Further,
the Company’s Board or Committee of Directors, as the case may be, may at any time give notice requiring
any nominee to choose either to be registered himself or herself or to transfer the Bonds, and if the notice
is not complied with, within a period of 90 days, the Company’s Board or Committee of Directors, as the case
may be, may thereafter withhold payment of all interests or other monies payable in respect of the Bonds, until
the requirements of the notice have been complied with.; 17.4.5 Notwithstanding anything stated above,
Applicants to whom the Bonds are credited in dematerialized form, need not make a separate nomination
with the Company. Nominations registered with the respective Depository Participant of the Bondholder will
prevail. If the Bondholders require changing their nomination, they are requested to inform their respective
Depository Participant. For Applicants who opt to hold the Bonds in physical form, the Applicants are require
to fill in the details for ‘nominees’ as provided in the Application Form.
18. Debenture Trustee : 18.1 The Company has appointed PNB Investment Services Limited to act as the
Debenture Trustee for the Bondholders. The Company intends to enter into a Debenture Trust Deed with the
Debenture Trustee, the terms of which will govern the appointment and functioning of the Debenture Trustee
and shall specify the powers, authorities and obligations of the Debenture Trustee. Under the terms of the
Debenture Trust Deed, the Company will covenant with the Debenture Trustee that it will pay the Bondholders
4
POWER FINANCE CORPORATION LIMITED
the principal amount on the Bonds on the relevant Maturity Date and also that it will pay the interest due on
Bonds on the rate specified under the Debenture Trust Deed.; 18.2 The Bondholders shall, without further act
or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents
or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as
the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest
of the Bondholders. Any payment made by the Company to the Debenture Trustee on behalf of the Bondholders
shall discharge the Company pro tanto to the Bondholders. All the rights and remedies of the Bondholders
shall vest in and shall be exercised by the Debenture Trustee without reference to the Bondholders. No
Bondholder shall be entitled to proceed directly against the Company unless the Debenture Trustee, having
become so bound to proceed, failed to do so. 18.3 The Debenture Trustee will protect the interest of the
Bondholders in the event of default by the Company in regard to timely payment of interest and repayment
of principal and they will take necessary action at the Company’s cost.
19. Miscellaneous : 19.1 Loan against Bonds : The Bonds cannot be pledged or hypothecated for obtaining loans
from scheduled commercial banks during the Lock-in Period.; 19.2 Lien : The Company shall have the right of
set-off and lien, present as well as future on the moneys due and payable to the Bondholder or deposits held
in the account of the Bondholder, whether in single name or joint name, to the extent of all outstanding dues
by the Bondholder to the Company.; 19.3 Lien on Pledge of Bonds : Subject to applicable laws, the Company,
at its discretion, may note a lien on pledge of Bonds if such pledge of Bond is accepted by any bank or
institution for any loan provided to the Bondholder against pledge of such Bonds as part of the funding.; 19.4
Right to Reissue Bond(s) : Subject to the provisions of the Companies Act, where the Company has bought
back any Bond(s), the Company shall have and shall be deemed always to have had the right to keep such
Bonds alive without extinguishment for the purpose of resale or reissue and in exercising such right, the
Company shall have and be deemed always to have had the power to resell or reissue such Bonds either by
reselling or reissuing the same Bonds or by issuing other Bonds in their place. This includes the right to reissue
original Bonds.; 19.5 Joint-holders : Where two or more persons are holders of any Bond (s), they shall be
deemed to hold the same as joint holders with benefits of survivorship subject to Articles and applicable law.;
19.6 Sharing of Information : The Company may, at its option, use its own, as well as exchange, share or part
with any financial or other information about the Bondholders available with the Company, its Subsidiary(ies)
and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be
required and neither the Company nor its subsidiaries and affiliates nor their agents shall be liable for use
of the aforesaid information.; 19.7 Notices : All notices to the Bondholders required to be given by the Company
or the Debenture Trustee shall be published in one English language newspaper having wide circulation and/
or, will be sent by post/courier to the registered Bondholders from time to time.; 19.8 Issue of Duplicate
Consolidated Bond Certificate(s) : If any Consolidated Bond Certificate is mutilated or defaced it may be
replaced by the Company against the surrender of such Consolidated Bond Certificates, provided that where
the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate
numbers and the distinctive numbers are legible. If any Consolidated Bond Certificate is destroyed, stolen or
lost then on production of proof thereof to the Issuer’s satisfaction and on furnishing such indemnity/security
and/or documents as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued. The
above requirement may be modified from time to time as per applicable law and practice.; 19.9 Future
Borrowings : The Company shall be entitled at any time in the future during the term of the Bonds or thereafter
to borrow or raise loans or create encumbrances or avail of financial assistance in any form, and also to issue
promissory notes or debentures or any other securities in any form, manner, ranking and denomination
whatsoever and to any eligible persons whatsoever, and to change its capital structure including through the
issue of shares of any class, on such terms and conditions as the Company may deem appropriate, without
requiring the consent of, or intimation to, the Bondholders or the Debenture Trustee in this connection.; 19.10
Jurisdiction : The Bonds, the Debenture Trust Deed, the Tripartite Agreement and other relevant documents
shall be governed by and construed in accordance with the laws of India. The Company has in the Debenture
Trust Deed agreed, for the exclusive benefit of the Debenture Trustee and the Bondholders, that the courts
of New Delhi are to have jurisdiction to settle any disputes which may arise out of or in connection with the
Debenture Trust Deed or the Bond
20. PROCEDURE FOR APPLICATION : This section applies to all Applicants. All Applicants are required to
make payment of the full Application Amount along with the Application Form. The Prospectus and the
Application Forms of this Tranche-1 issue, may be obtained from our Registered Office and Corporate Office
or the or Lead Brokers or from the Lead Managers. In addition, Application Forms would also be made
available to BSE where listing of the Bonds is sought.
21. Application Form : Applicants are required to submit their Applications to the Bankers to the Issue on all
working days during which issue is open. Such Applicants shall only use the specified Application Form
bearing the stamp of the Banker to the Issue or Lead Managers or Registered Members of Recognised Stock
Exchanges for the purpose of making an Application in terms of the tranche prospectus.
22. WHO CAN APPLY : The following categories of persons are eligible to apply in the Issue: Indian
nationals resident in India who are not minors in single or joint names (not more than three); and Hindu
Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
Application is being made in the name of the HUF in the Application Form as follows: “Name of Sole or First
Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”.
Applications by HUFs would be considered at par with those from individuals. Non-resident investors including
NRIs, FIIs and OCBs are not eligible to participate in the Issue.
23. Application Size : Applications are required to be for a minimum of one Bond and multiples of one Bond
thereafter.
24. Instructions for Completing the Application Form : Applications must be: (a) Made only in the prescribed
Application Form. (b) Completed in block letters in English as per the instructions contained in the tranche
prospectus(es) and in the Application Form, and are liable to be rejected if not so completed. Applicants
should note that the Bankers to the Issue will not be liable for errors in data entry due to incomplete or illegible
Application Forms. (c) In single name or in joint names (not more than three, and in the same order as their
Depository Participant details). (d) Applications are required to be for a minimum of one Bond and in multiples
of one Bond thereafter. (e) Thumb impressions and signatures other than in English/ Hindi or any of the other
languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or
Notary Public or a Special Executive Magistrate under his official seal. (f) No receipt would be issued by the
Company for the Application money. However, the Bankers to the Issue or collection centre(s)/ agents, on
receiving the Applications will acknowledge receipt by stamping and returning the acknowledgment slip to the
Applicant. (g) In case investor does not select any of the series in the Application Form, the Company shall
consider the Series 4 for the purposes of the Allotment.
GeneralInstructions
25. Dos: 1. Check if you are eligible to apply.; 2. Read all the instructions carefully and complete the Application
Form.; 3. Applications are required to be in single or joint names (not more than three).; 4. If Allotment of
Bonds is sought in the dematerialised form, ensure that the details about the Depository Participant and
beneficiary account are correct and the beneficiary account is active.; 5. In case of an HUF applying through
its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as “XYZ Hindu
Undivided Family applying through PQR”, where PQR is the name of the Karta.; 6. Applicant’s Bank Account
Details: The Bonds shall be allotted in dematerialised and physical form. For instructions on how to apply for
Allotment in the physical form, see “Procedure for Application – Applications for Allotment of Bonds in the
physical form” on page 44 of the Tranche Prospectus. In case of Allotment in dematerialised form, the Registrar
to the Issue will obtain the Applicant’s bank account details from the Depository. The Applicant should note
that on the basis of the name of the Applicant, Depository Participant’s name, Depository Participant’s
identification number and beneficiary account number provided by them in the Application Form, the Registrar
to the Issue will obtain from the Applicant’s beneficiary account, the Applicant’s bank account details. The
Applicants are advised to ensure that bank account details are updated in their respective beneficiary accounts
as these bank account details would be printed on the refund order(s), if any. Failure to do so could result in
delays in credit of refunds to Applicants at the Applicants sole risk and neither the Lead Managers nor our
Company nor the Refund Bank nor the Registrar to the Issue shall have any responsibility and undertake any
liability for such delay.; 7. Applications under Power of Attorney: Unless the Company specifically agree in
writing, and subject to such terms and conditions as the Company may deem fit, in the case of Applications
made under power of attorney, a certified copy of the power of attorney is required to be lodged separately,
along with a copy of the Application Form at the office of the Registrar to the Issue simultaneously with the
submission of the Application Form, indicating the name of the Applicant along with the address, Application
number, date of submission of the Application Form, name of the bank and branch where it was deposited,
cheque/demand draft number and the bank and branch on which the cheque/demand draft was drawn.; 8.
Permanent Account Number: All Applicants should mention their PAN allotted under the Income Tax Act in
the Application Form. In case of joint applicants, the PAN of the first Applicant should be provided and for
HUFs, PAN of the HUF should be provided. The PAN would be the sole identification number for participants
transacting in the securities markets, irrespective of the amount of the transaction. Any Application Form
without the PAN is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN
as the Application is liable to be rejected on this ground.; 9. Joint Applications: Applications may be made
in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made
out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose
name appears in the Application Form at the address mentioned therein.; 10. Multiple Applications: An
Applicant may make multiple applications for the total number of Bonds required.; 11. Applicants are requested
to write their names and Application serial number on the reverse of the instruments by which the payments
are made.; 12. Tax Deduction at Source: Persons (other than companies and firms) resident in India claiming
interest on bonds without deduction of tax at source are required to submit Form 15G/Form 15H at the time
of submitting the Application Form, in accordance with and subject to the provisions of the Income Tax Act.
Other Applicants can submit a certificate under section 197 of the Income Tax Act. For availing of the
exemption from deduction of tax at source from interest on Bonds the Applicant is required to submit Form
15G/ Form 15H certificate under section 197A of the Income Tax Act/ valid proof of exemption, as the case
may be along with the name of the sole/ first Applicant, Bondholder number and the distinctive numbers of
Bonds held to us on confirmation of Allotment. Applicants are required to submit Form 15G/ 15H/ certificate
under section 197A of the Income Tax Act/ valid proof of exemption in each financial year.; 13. All Applicants
are requested to tick the relevant column “Category of Investor” in the Application Form.; 14. Ensure that the
Applications are submitted to the Bankers to the Issue or collection centre(s)/ agents as may be specified before
Issue Closing Date.; 15. Ensure that the name(s) given in the Application Form is exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant. In case the Application Form
is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such
names are in the same sequence in which they appear in the Application Form.; 16. Tick the Series in the
Application Form that you wish to apply for.
26. Don’ts: 1. Do not make an application for lower than the minimum Application size.; 2. Do not pay the
Application Amount in cash, by money order or by postal order or by stockinvest.; 3. Do not send Application
Forms by post; instead submit the same to a Bankers to the Issue / Designated Collection Centre / Agent only.;
4. Do not submit the GIR number instead of the PAN, as the Application Form is liable to be rejected on this
ground.; 5. Do not submit the Application Forms without the full Application Amount for the number of Bonds
applied for. For further instructions, investors are advised to read the relevant tranche prospectus and Application
Form carefully.
27. Applications for Allotment of Bonds in the physical form : Applicant(s) who wish to subscribe to, or hold,
the Bonds in physical form can do so in terms of Section 8(1) of the Depositories Act and the Company is
obligated to fulfill such request of the Applicant(s). Accordingly, any Applicant who wishes to subscribe to the
Bonds in physical form shall undertake the following steps: ; (i) Please complete the Application Form in all
respects, by providing all the information including PAN and demographic details. However, do not provide the
Depository Participant details in the Application Form. The requirement for providing Depository Participant
details shall be mandatory only for the Applicants who wish to subscribe to the Bonds in dematerialised form.;
(ii) Please provide the following documents along with the Application Form:; (a) Self-attested copy of the PAN
card; (b) Self-attested copy of the proof of residence. Any of the following documents shall be considered as
a verifiable proof of residence:; ration card issued by the GoI; or; valid driving license issued by any
transport authority of the Republic of India; or; electricity bill (not older than three months); or; landline
telephone bill (not older than three months); or; valid passport issued by the GoI; or; Voter’s Identity Card
issued by the GoI; or; passbook or latest bank statement issued by a bank operating in India; or; leave
and license agreement or agreement for sale or rent agreement or flat maintenance bill; (c) Self-attested copy
of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest
and redemption, as applicable, should be credited.; The Applicant shall be responsible for providing the above
information accurately. Delays or failure in credit of the payments due to inaccurate details shall be at the sole
risk of the Applicants and neither the Lead Managers nor the Company shall have any responsibility and
undertake any liability for the same. Applications for Allotment of the Bonds in physical form, which are not
accompanied with the aforestated documents may be rejected at the sole discretion of the Company. In
relation to the issuance of the Bonds in physical form, note the following:; (i) An Applicant has the option to
seek Allotment of Bonds in either electronic or physical mode. No partial Application for the Bonds shall be
permitted and is liable to be rejected.; (ii) In case of Bonds that are being issued in physical form, the
Company will issue one certificate to the Bondholder for the aggregate amount of the Bonds that are applied
for (each such certificate a “Consolidated Bond Certificate”).; (iii) Any Applicant who provides the Depository
Participant details in the Application Form shall be Allotted the Bonds in dematerialised form only. Such Applicant
shall not be Allotted the Bonds in physical form.; (iv) No separate Applications for issuance of the Bonds in
physical and electronic form should be made. If such Applications are made, the Application for the Bonds
in physical mode shall be rejected. This shall be considered as a ground for technical rejection.; (v) The
Company shall dispatch the Consolidated Bond Certificate to the address of the Applicant provided in the
Application Form after completion of requisite procedure. All terms and conditions disclosed in the relevant
tranche prospectus in relation to the Bonds held in physical form pursuant to rematerialisation shall be
applicable mutatis mutandis to the Bonds issued in physical form. Subject to the lock-in for a minimum period
of five years from the Deemed Date of Allotment, trading of the Bonds on the Stock Exchange shall be in
dematerialised form only in multiples of one Bond.
28. Applications for Allotment of Bonds in the dematerialised form : As per the provisions of the Depositories
Act, the Bonds can be held in dematerialised form, i.e., they shall be fungible and be represented by a
statement issued through electronic mode. In this context, the Tripartite Agreements have been executed
between our Company, the Registrar to the Issue and the respective Depositories for offering depository option
to the Bondholders. (a) All Applicants can seek Allotment in dematerialised mode or in physical form.
Applications made for receiving Allotment in the dematerialised form without relevant details of his or her
depository account are liable to be rejected. (b) An Applicant applying for the Bonds must have at least one
beneficiary account with either of the Depository Participants of either of the Depositories, prior to making the
Application. (c) The Applicant must necessarily fill in the details (including the Beneficiary Account Number
and Depository Participant’s identification number) appearing in the Application Form. (d) Allotment to an
Applicant will be credited in electronic form directly to the beneficiary account (with the Depository Participant)
of the Applicant. (e) Names in the Application Form should be identical to those appearing in the account
details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as
they appear in the account details in the Depository. (f) If incomplete or incorrect details are given under the
heading ‘Applicant’s Depository Account Details’, in the Application Form, it is liable to be rejected. (g) The
Applicant is responsible for the correctness of his or her demographic details given in the Application Form
vis-à-vis those with his or her Depository Participant. (h) Bonds in electronic form can be traded only on the
stock exchange having electronic connectivity with the Depositories. BSE, where the Bonds are proposed to
be listed, has electronic connectivity with the Depositories. (i) The trading of the Bonds shall be in dematerialised
form only. Allottees will have the option to re-materialise the Bonds so Allotted as per the provisions of the
Companies Act and the Depositories Act.
PAYMENT INSTRUCTIONS
29. Escrow Mechanism : The Company shall open Escrow Account(s) with one or more Escrow Collection Bank(s)
in whose favour the Applicants shall make out the cheque or demand draft in respect of his or her Application.
Cheques or demand drafts received for the Application Amount from Applicants would be deposited in the
Escrow Account. The Escrow Collection Banks will act in terms of the tranche prospectus(es) and the Escrow
Agreement. The Escrow Collection Banks, for and on behalf of the Applicants, shall maintain the monies in
the Escrow Account until the creation of security for the Bonds. The Escrow Collection Banks shall not exercise
any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the
Applicants. On the Designated Date, the Escrow Collection Banks shall transfer the funds represented by
Allotment of the Bonds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public
Issue Account maintained with the Bankers to the Issue, provided that the sums received in respect of the Issue
will be kept in the Escrow Account and the Company will have access to such funds only after creation of
security for the Bonds. The amount representing the Applications that have been rejected shall be transferred
to the Refund Account. Payments of refund to the Applicants shall be made from the Refund Account are per
the terms of the Escrow Agreement and the tranche prospectus(es). The Applicants should note that the escrow
mechanism is not prescribed by SEBI or the Stock Exchange and has been established as an arrangement
between the Company, the Lead Managers, the Escrow Collection Banks and the Registrar to the Issue to
facilitate collection from the Applicants.
30. Payment into Escrow Account : Each Applicant shall draw a cheque or demand draft or remit the funds
electronically through the mechanisms for the Application Amount as per the following terms: (a) All Applicants
would be required to pay the full Application Amount for the number of Bonds applied for, at the time of the
submission of the Application Form. (b) The Applicants shall, with the submission of the Application Form,
draw a payment instrument for the full Application Amount in favour of the Escrow Account and submit the
same to Bankers to the Issue. If the payment is not made favouring the Escrow Account along with the
Application Form, the Application shall be rejected. (c) The payment instruments for payment into the Escrow
Account should be drawn in favour of “PFC – Public Bond Issue Account”. (d) The monies deposited in the
Escrow Account will be held for the benefit of the Applicants until the Designated Date. (e) On the Designated
Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the
Escrow Agreement into the Public Issue Account with the Bankers to the Issue. The Escrow Collection Bank
shall also refund all amounts payable to Applicants whose Applications have been rejected by the Company.
(f) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative
bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the
centre where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating
in the clearing process wil not be accepted and applications accompanied by such cheques or bank drafts are
liable to be rejected. (g) Cash/ stockinvest/money orders/ postal orders will not be accepted.
31. Submission of Application Forms : All Application Forms duly completed and accompanied by account
payee cheques or drafts shall be submitted to the designated collection banks during the Issue Period. No
separate receipts shall be issued for the money payable on the submission of Application Form. However, the
collection banks will acknowledge the receipt of the Application Forms by stamping and returning to the
Applicants the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Application
Form for the records of the Applicant.
32. Online Applications : The Company may decide to offer an online Application facility for the Bonds, as and
when permitted by applicable laws, subject to the terms and conditions prescribed.
33. Communications : All future communications in connection with Applications made in the Issue should be
addressed to the Registrar to the Issue, quoting all relevant details regarding the Applicant/Application.
Applicants may address our Compliance Officer as well as the contact persons of the Lead Managers and the
Registrar to the Issue in case of any Issue related problems such as non-receipt of allotment advice/credit of
Bonds in the Depositary’s beneficiary account/refund orders, etc.
34. Rejection of Applications : The Company reserves its full, unqualified and absolute right to accept or reject
any Application in whole or in part and in either case without assigning any reason thereof. Application would
be liable to be rejected on one or more technical grounds, including but not restricted to: Number of Bonds
applied for is less than the minimum Application size; Applications not duly signed by the sole/joint
Applicants; Application amount paid not tallying with the number of Bonds applied for; Applications for
a number of Bonds which is not in a multiple of one; Investor category not ticked; Bank account details
not given; Applications by persons not competent to contract under the Indian Contract Act, 1872, as
amended, including a minor without a guardian name; In case of Applications under Power of Attorney
where relevant documents not submitted; Application by stockinvest or accompanied by cash / money order
IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
/ postal order; Applications without PAN; and For option to hold Bonds in Physical form, Depository
Participant identification number, Client ID and PAN mentioned in the Application Form do not match with
the Depository Participant identification number, Client ID and PAN available in the records with the depositories;
Address not provided in case of exercise of option to hold Bonds in physical form; Copy of KYC
documents not provided in case of option to hold Bonds in physical form. ;The collecting bank shall not be
responsible for rejection of the Application on any of the technical grounds mentioned above. Application
Forms received after the closure of the Issue shall be rejected. In the event, if any Bond(s) applied for is/are
not Allotted, the Application monies in respect of such Bonds will be refunded, as may be permitted under
the provisions of applicable laws.
35. Basis of Allotment : The Company shall finalise the Basis of Allotment in consultation with the Lead
Managers, Designated Stock Exchange and the Registrar to the Issue. Subject to the provisions contained in
the relevant tranche prospectus and the Articles of Association of the Company, the Board or any other
person(s) authorised by the Board will proceed to Allot the Bonds under the relevant tranche prospectus on
a first come first basis up to the Issue Closing Date, regardless of the Series of Bonds applied for. However,
in the event of oversubscription above ` 6,900 crores, for valid applications for the bonds received on the date
of oversubscription, the bonds shall be allotted proportionately, subject to the overall limit of ` 6,900 crores.
Any applications for bonds received after the date of oversubscription shall be rejected.
36. Allotment advice/ Refund Orders : The Company reserves, in its absolute and unqualified discretion and
without assigning any reason thereof, the right to reject any Application in whole or in part. The unutilised
portion of the Application money will be refunded to the Applicant by an account payee cheque/demand draft.
In case the cheque payable at par facility is not available, we reserve the right to adopt any other suitable
mode of payment. The Company shall credit the allotted Bond to the respective beneficiary accounts/dispatch
the allotment advice/refund orders, as the case may be, by registered post at the Applicant’s sole risk, within
the period of 70 days prescribed under Schedule II of the Companies Act. Further, (a) Allotment of the Bonds
shall be made within 30 days of the Issue Closing Date; (b) credit to dematerialised accounts will be made
within two Working Days from the date of Allotment; (c) the Company shall pay interest at 15% p.a. for delay
beyond eight days prescribed under the Companies Act, after the Company becomes liable to pay any amount
on account of refund. The Company will provide adequate funds to the Registrar to the Issue, for this purpose.
37. Filing of the Prospectus with the RoC : A copy of the prospectus has been filed with the RoC, in accordance
with the provisions of Sections 56 and 60 of the Companies Act.
38. Pre-Issue Advertisement : Subject to Section 66 of the Companies Act, the Company shall, on or before the
Issue Opening Date, publish a pre-Issue advertisement, in the form prescribed by the SEBI Debt Regulations,
in one national daily newspaper with wide circulation.
39. IMPERSONATION : Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of
Section 68 A of the Companies Act, which is reproduced below: “Any person who: (a) makes in a fictitious name,
an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise induces a company
to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name, shall be punishable
with imprisonment for a term which may extend to five years.”
40. Listing : The Bonds will be listed on BSE. If the permission to deal in and for an official quotation of the
Bonds are not granted by BSE, we shall forthwith repay, without interest, all such moneys received from the
Applicants in pursuance of the tranche prospectus(es). If such money is not repaid within eight days after we
becomes liable to repay it, then the Company and every Director of the Company who is an officer in default
LEAD MANAGERS TO THE ISSUE
SBI Capital Markets Limited*
202, Maker Tower E
Cuffe Parade
Mumbai 400 005, India
Tel: +91 (22) 2217 8300
Fax: +91 (22) 2218 8332
Email: pfc2011@sbicaps.com
Investor Grievance Email:
investor.relations@sbicaps.com
Website: www.sbicaps.com
Contact person: Mr. Puneet Deshpande
Compliance Officer: Mr. Bhaskar Chakraborty
SEBI Registration No.: INM000003531
REGISTRAR TO THE ISSUE
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg
Churchgate
Mumbai 400 020, India
Tel: +91 (22) 2288 2460/ 70
Fax: +91 (22) 2282 6580
Email: pfcbondissue2011@icicisecurities.com
Investor Grievance Email:
customercare@icicisecurities.com
Website: www.icicisecurities.com
Contact person: Mr. Manvendra Tiwari
Compliance Officer: Mr. Subir Saha
SEBI Registration No.: INM000011179
Karvy Computershare Private Limited
“Karvy House” 46, Avenue 4,
Street No. 1, Banjara Hills,
Hyderabad- 500 034, India.
Tel: 1-800-3454001
Fax: +91 (40) 23431551
Email: pfcinfrabonds@karvy.com
Website: www.karvy.com
Contact Person: Mr. Murali Krishna
SEBI Registration No.: INR000000221
shall, on and from such expiry of eight days, be liable to repay the money, with interest at 15% p.a. on
application money, as prescribed under Section 73 of the Companies Act. The Company shall use best efforts
to ensure that all steps for the completion of the necessary formalities for listing at the Stock Exchange are
taken within seven Working Days from the date of Allotment.
41. Utilisation of Application Money : The sums received in respect of the Issue will be kept in the Escrow
Account and the Company will have access to such funds only after creation of security for the Bonds.
42. Undertaking by the Issuer : We undertake that: (a) the complaints received in respect of the Issue shall be
attended to by us expeditiously and satisfactorily; (b) we shall take necessary steps for the purpose of getting
the Bonds listed within the specified time; (c) the funds required for dispatch of refund orders/allotment advice/
certificates by registered post shall be made available to the Registrar to the Issue by the company; (d)
necessary cooperation to the credit rating agency(ies) shall be extended in providing true and adequate
information until the debt obligations in respect of the Bonds are outstanding; (e) we shall forward the details
of utilisation of the funds raised through the Bonds duly certified by our statutory auditors, to the Debenture
Trustee at the end of each half year; (f) we shall disclose the complete name and address of the Debenture
Trustee in our annual report; and; (g) we shall provide a compliance certificate to the Debenture Trustee (on
an annual basis) in respect of compliance of with the terms and conditions of issue of Bonds as contained
in the tranche prospectus(es). ;(h) We shall make necessary disclosures/ reporting under any other legal or
regulatory requirement as may be required by the company from time to time.
FOR FURTHER DETAILS,
PLEASE REFER TO THE PROSPECTUS
DEBENTURE TRUSTEE
PNB Investment Services Limited
10, Rakeshdeep Building,
Yusuf Sarai, Commercial Complex,
Gulmohar Enclave,
New Delhi – 110049, India
Tel: +91 (11) 49495050
Fax: +91 (11) 41035057
Email: trustee@pnbisl.com
Website: www.pnbisl.com
Contact Person: Mr. J. K. Agarwal
SEBI Registration No.: IND000000510
COMPANY SECRETARY AND
COMPLIANCE OFFICER
Mr. J. S. Amitabh
‘Urjanidhi’, 1, Barakhamba Lane,
Connaught Place,
New Delhi 110 001, India
Tel: +91 11 2345 6000
Fax: +91 11 2345 6285
E-mail: infrabonds11-12@pfcindia.com
Website: www.pfc.gov.in
Investors may contact the Compliance Officer or the
Registrar to the Issue in case of any pre-Issue or
post-Issue related problems such as non-receipt of
letters of allotment, credit of allotted Bonds in the
respective beneficiary account or refund orders, etc.
*The SEBI registration of one of the Lead Managers to the issue, SBI Capital Markets Limited was valid up to July 31, 2011. The application for renewal of the certificate of registration in the prescribed manner has been made by SBI Capital Markets Limited on April 29, 2011, to SEBI, three months
before the expiry of the period of the certificate as required under Regulation 9(1) of the SEBI (Merchant Bankers) Regulations, 1992. The approval of SEBI in this regard is currently awaited.
STATUTORY AUDITORS : Raj Har Gopal & Co., Chartered Accountants, 412, Ansal Bhawan, 16, K.G. Marg, New Delhi 110001, India. Tel: +91 (11) 4152 0698/ 4152 0699, Email: rajhargopal@hotmail.com, Firm Registration No.: 002074N; N.K. Bhargava & Co., Chartered Accountants, C-31, Acharya
Nikaten, 1st Floor, Opp Pocket One, Mayur Vihar, Phase One, New Delhi – 110091, India. Tel: +91 (11) 22793650, 22752376. Email: nkbhargavacompany@yahoo.co.in, Firm Registration No.: 000429N
LEGAL ADVISORS TO THE ISSUE : JurisPrudent Consulting Partners, First Floor, C-17, Community Centre, Janakpuri, New Delhi 110 058, India. Tel.: +91 (11) 3200 0177, Fax: +91 (11) 4158 8441, E-mail: corporate@jurisprudentconsulting.in, Contact Person: Mr. Ajay Jain
ESCROW COLLECTION BANKS / BANKERS TO THE ISSUE : State Bank of India : Capital Management Product-SBI F.A.S.T., 31, Mahal Industrial Esate, Off. Mahakali Caves Road, Andheri (East) , Mumbai-400 093, Tel: +91 (22) 2867 4805, Fax: +91 (22) 2867 5060, Email: agmpi.cmp@sbi.co.in, Contact
Person: Mr. Ejaz Hussain, Website:www.statebankofindia.com, SEBI Registration No.: INBI00000038; HDFC Bank : HDFC Bank Limited, FIG-OPS Department,Lodha I, Think Techno Campus, O-3-Level, Next to Kanjumarg Railway Station, Kanjumarg (East), Mumbai 400 042. Tel: +91 (22) 3075 2928,
Fax: +91 (22) 2579 9801, Email:deepak.rane@hdfcbank.com, figdelhi@hdfcbank.com, himanshu.arora@hdfcbank.com, ajit.mann@hdfcbank.com, Contact Person: Mr. Deepak Rane, Website:www.hdfcbank.com, SEBI Registration No.: INBI00000063; IDBI Bank Limited : Unit No. 2, Corporate Park, Near
Swastik Chambers, Sion-Trombay Road, Chembur, Mumbai 400 071. Tel: +91 (22) 6690 8402, Fax: +91 (22) 2528 6173, Email:v.jayananthan@idbi.co.in, Contact Person: Mr. V.Jayananthan, Website:www.idbibank.com, SEBI Registration No.: INBI00000076; ICICI Bank Limited : 9 A, Phelps Building,
A-Block, Connaught Place, New Delhi-110 001. Tel: +91 (11) 6631 0336/ 6631 0322, Fax: +91 (11) 66310410/ 66310350, Email:abhay.s@icicibank.com, mohit.sa@icicibank.com, anil.gadoo@icicibank.com, Contact Person: Mr. Abhay Singh/Mr.Mohit Saxena/Mr.Anil Gadoo, Website:www.icicibank.com,
SEBI Registration No.: INBI00000004; Kotak Mahindra Bank Limited : 5th Floor, Dani Corporate Park, 158 CST Road, Kalina, Santacruz (E), Mumbai 400 098. Tel: +91 (22) 6759 5336, Fax: +91 (22) 6759 5374, Email: amit.kr@kotak.com, Contact Person: Mr. Amit Kumar, Website:www.kotak.com, SEBI
Registration No.: INBI00000927; Axis Bank Limited : 148, Statesman House, Barakhamba Road, New Delhi 110 001. Tel: +91 (11) 2331 1043 / 4152 1301, Fax: +91 (11) 2331 1054, Email:newdelhi.branchhead@axisbank.com, amit.mishra@axisbank.com, Website:www.axisbank.com, Contact Person:
Mr. Sandeep Kumar/Ashish Dhall, SEBI Registration No.: INBI00000017 Dhanlaxmi Bank Limited : Janmabhoomi Bhavan, Janmabhoomi Marg, Fort, Mumbai-400 001. Tel. : 022 - 22022535 / 61541857, Fax : 022 -22871637 /61541725, Email:venkataraghavan.ta@dhanbank.co.in, Contact Person : Mr.
Venkataraghavan.T.A, Website:www.dhanbank.com, SEBI Registration No. : INBI00000025; IndusInd Bank : CMS-Hub, Solitaire Corporate Park, No. 1001, Building No. 10, Ground Floor, Guru Hargovindji Marg, Andheri East, Mumbai - 400093. Tel. : (+91) (22) 6772 3943/42/41, Fax : (+91) (11) 6623
8021/6772, Email: sanjay.vasarkar@indusind.com, Contact Person : Mr. Sanjay Vasarkar, Website : www.indusind.com, SEBI Registration No. : INBI00000002.
CREDIT RATING AGENCIES : CRISIL Limited, CRISIL House, Central Avenue Hiranandani Business Park, Powai, Mumbai 400 076, India. Tel: +91 (22) 3342 3000, Fax: +91 (22) 3342 3050, Website: www.crisil.com.; ICRA Limited, Building No. 8, 2nd Floor, Tower A, DLF Cyber City, Phase- II, Gurgaon
122 002, India. Tel: +91 (124) 4545 300, Fax: +91 (124) 4545 350, Website: www.icra.in.
"PFC is proposing, subject to receipt of requisite approvals, market conditions and other considerations, a public offer of debt securities. This announcement does not constitute an offer to sell or solicitation of an offer or invitation to buy any securities in any jurisdiction.
Investment in debt securities involves a degree of risk. Investors should see the Shelf Prospectus /Prospectus Tranche-I filed by PFC with the RoC, SEBI and BSE, including the section titled "Risk Factors", available on the websites of SEBI at www.sebi.gov.in and BSE at
www.bseindia.com, and the websites of the LMs. For BSE disclaimer please refer to the Tranche Prospectus.
You should carefully consider all the information of the Shelf Prospectus, including the risks and uncertainties
described below, and under “Our Business” on page 59 and “Financial Statements”on Annexure I, before
making an investment in the Bonds. The risks and uncertainties described in this section are not the only risks
that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be
immaterial may also have an adverse effect on our business, prospects, results of operations and financial
condition. If any of the following or any other risks actually occur, our business prospects, results of operations
and financial condition could be adversely affected and the price of, and the value of your investment in the
Bonds could decline and you may lose all or part of your investment. The financial and other related
implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned
below. However, there are certain risk factors where the effect is not quantifiable and hence has not been
disclosed in such risk factors. The numbering of risk factors has been done to facilitate ease of reading and
reference, and does not in any manner indicate the importance of one risk factor over another. In this section,
unless the context otherwise requires, a reference to the “Company” is a reference to Power Finance Corporation
Limited and unless the context otherwise requires, a reference to “we”, “us” and “our” refers to Power Finance
Corporation Limited and its Subsidiaries, joint ventures and associate companies, as applicable in the relevant
fiscal period, on a consolidated basis.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY : 1. We have a significant concentration of outstanding
loans to certain borrowers, particularly public sector power utilities, many of which are historically loss-making, and
if these loans become non-performing, the quality of our asset portfolio may be adversely affected. As of March 31,
2011, our single largest borrower accounted for 8.55% (` 8510.60 crore) of our total outstanding loans, and our top
five and top ten borrowers accounted for, in the aggregate, 33.49% (`33346.76 crores) and 54.88% (`54651.47 crores),
respectively of our total outstanding loans. We are a public financial institution focused on the power sector in
India, which has a limited number of borrowers primarily comprising State power utilities (“SPUs”) and State
electricity boards (“SEBs”), many of which have been historically loss making. Our past exposure has been, and
future exposure is expected to be, concentrated towards these borrowers. As of March 31, 2011, our state
sector, central sector joint sector and private sector borrowers accounted for 64.79%,20.39%,8.03% and 6.80%,
respectively, of our total outstanding loans. Historically, public sector utilities have had a relatively weak
financial position and have in the past defaulted on their indebtedness. Consequently, we have had to
restructure some of the loans sanctioned to certain SPUs and SEBs, including rescheduling of repayment
terms. In addition, many of our public sector borrowers, particularly SPUs, are susceptible to various operational
risks including low metering at the distribution transformer level, high revenue gap, high receivables, low plant
load factors and high aggregate technical and commercial (“AT&C”) losses, which may lead to further deterioration
in the financial condition of such entities. As of March 31, 2011, our single largest borrower accounted for
8.55% of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate,
33.49% and 54.88%, respectively, of our total outstanding loans. In addition, we have additional exposure to
these borrowers in the form of non-fund based assistance. Our most significant borrowers are primarily public
sector power utilities. Any negative trends or financial difficulties, or an inability on the part of such borrowers
to manage operational, industry and other risks applicable to such borrowers, could result in an increase in
our non-performing assets (“NPAs”) and adversely affect our business, financial condition and results of operations.
2. We may not be able to recover, or there may be a delay in recovering, the expected value from such security and
collaterals which may affect our financial condition. Although we endeavor to obtain adequate security or
implement quasi-security arrangements in connection with our loans, we have not obtained such security or
collateral for all our loans. In addition, in connection with certain of our loans, we have been able to obtain
only partial security or have made disbursements prior to adequate security being created or perfected. There
can be no assurance that any security or collateral that we have obtained will be adequate to cover repayment
of our loans or interest payments thereon or that we will be able to recover the expected value of such security
or collateral in a timely manner, or at all. As of March 31, 2011, 62.90% of our outstanding loans were secured
by a charge on the relevant project assets, 14.86% were unsecured (but guaranteed by the relevant State
government), and 22.24% were unsecured. Our loans are typically secured by various movable and immovable
assets and/or other collaterals. We generally seek a first ranking pari passu charge on the relevant project assets
for loans extended on a senior basis, while for loans extended on a subordinated basis, we generally seek
to have a second pari passu charge on the relevant project assets. In addition, some of our loans may relate
to imperfect security packages or negative liens provided by our borrowers. The value of certain kinds of assets
may decline due to operational risks that are inherent to power sector projects, the nature of the asset secured
in our favor and any adverse market or economic conditions in India or globally. The value of the security or
collateral obtained may also decline due to an imperfection in the title or difficulty in locating movable assets.
Although several pieces of legislation in India provide for various rights of creditors for the effective realization
of collateral in the event of default, there can be no assurance that we will be able to enforce such rights in
a timely manner, or at all. There could be delays in implementing bankruptcy or foreclosure proceedings.
Further, inadequate security documentation or imperfection in title to security or collateral, requirement of
RISK FACTORS
regulatory approvals for enforcement of security or collateral, or fraudulent transfers by borrowers may cause
delays in enforcing such securities. In addition, certain of our loans have been granted as part of a syndicate,
and joint recovery action implemented by a consortium of lenders may be susceptible to delay. In addition,
in the event that any specialized regulatory agency assumes jurisdiction over a defaulting borrower, actions on
behalf of creditors may be further delayed. In addition, the RBI has developed a corporate debt restructuring
process to enable timely and transparent debt restructuring of corporate entities that are beyond the jurisdiction
of the Board of Industrial and Financial Reconstruction, the Debt Recovery Tribunal and other legal proceedings.
The applicable RBI guidelines contemplate that in the case of indebtedness aggregating ` 100.00 million
or more, lenders for more than 75.0% of such indebtedness by value and 60.0% by number may determine
the restructuring of such indebtedness and such determination is binding on the remaining lenders. In
circumstances where other lenders account for more than 75.0% of such indebtedness by value and 60.0% by
number and they are entitled to determine the restructuring of the indebtedness of any of our borrowers, we
may be required by such other lenders to agree to such debt restructuring, irrespective of our preferred mode
of settlement of our loan to such borrower. In addition, with respect to any loans made as part of a syndicate,
a majority of the relevant lenders may elect to pursue a course of action that may not be favorable to us. Any
such debt restructuring could lead to an unexpected loss that could adversely affect our business, financial
condition, results of operations. 3. We have granted loans to private sector borrowers on a non-recourse or limited
recourse basis, which increases the risk of non-recovery and may adversely affect our financial condition. As of March
31, 2011, ` 6772.27 crore, or 6.80%, of our total loans outstanding as of such date, were to private sector borrowers.
We commenced lending to private sector borrowers in fiscal 1997. As of March 31, 2011, ` 6,772.27 crores,
or 6.80%, of our total loans outstanding as of such date, were to private sector borrowers. Under the terms of
our loans to private sector borrowers, our loans are secured by project assets, and in certain cases, we also
obtain additional collateral in the form of a pledge of shares by the relevant promoter, or sponsor guarantee.
We expect to increase our exposure to private sector borrowers in the future. The ability of such borrowers to
perform their obligations under our loans will depend primarily on the financial condition and results of the
relevant projects, which may be affected by many factors beyond the borrowers’ control, including competition,
operating costs, regulatory issues and other risks. If borrowers with non-recourse or limited recourse loans were
to be adversely affected by these or other factors and were unable to meet their obligations, the value of the
underlying assets available to repay the loans may become insufficient to pay the full principal and interest
on the loans, which could expose us to significant losses. 4. Our ability to compete effectively is dependent on
our ability to maintain a low effective cost of funds; an inability to do so could have a material adverse effect on
our business, financial condition and results of operations. Our ability to compete effectively is dependent on our
timely access to, and the costs associated with raising capital and our ability to maintain a low effective cost
of funds in the future that is comparable or lower than that of our competitors. Historically, we have been able
to reduce our cost of capital and reliance on commercial borrowings through issuance of Rupee denominated
bonds and loans guaranteed by the GoI. We also benefit from certain tax benefits extended by the GoI. As
a government owned NBFC, loans made by us to Central and State entities in the power sector are currently
exempt from the RBI’s prudential lending (exposure) norms that are applicable to other non-government
owned NBFCs. In addition, in respect of certain of our foreign currency borrowings guaranteed by the GoI, we
have been exempted from guarantee fees payable to the GoI, which has also enabled us to reduce our costs
of funds. There can be no assurance that we will continue to benefit from any direct or indirect support from
the GoI and any adverse development in GoI policies may result in an increase in our cost of funds. Following
a general decrease in the level of direct and indirect financial support by the GoI to us in recent years, we
are fundamentally dependent upon funding from the equity and debt markets and commercial borrowings and
are particularly vulnerable in this regard given the growth of our business. The market for such funds is
competitive and there can be no assurance that we will be able to obtain funds on acceptable terms, or at
all. Many of our competitors have greater and cheaper sources of funding than we do. Further, many of our
competitors may have larger resources or balance sheet strength than us and may have considerable financing
resources. In addition, since we are a non-deposit taking NBFC, we may have restricted access to funds in
comparison to banks and deposit taking NBFCs. While we have generally been able to pass any increased
cost of funds onto our customers, we may not be able to do so in the future. If our financial products are not
competitively priced, there is a risk of our borrowers raising loans from other lenders and in the case of
financially stronger SPUs and SEBs and private sector borrowers, the risk of their raising funds directly from
the market. Our ability to raise capital also depends on our ability to maintain our credit ratings in order to
access various cost competitive funding options. We are also dependent on our classification as an IFC which
enables us, among other things, to diversify our borrowings through the issuance of Rupee-denominated
infrastructure bonds that offer certain tax benefits to bondholders and to raise, under the automatic route
(without the prior approval of the RBI), ECBs up to US$500.00 million each fiscal year, subject to the
aggregate outstanding ECBs not exceeding 50.0% of our Owned Funds. In addition, adverse developments
in economic and financial markets or the lack of liquidity in financial markets could make it difficult for us to
access funds at competitive rates. If we are not able to maintain a low effective cost of funds, we may not be
able to implement our growth strategy, competitively price our loans and, consequently, we may not be able
to maintain the profitability or growth of our business, which could have a material adverse effect on our
business, financial condition and results of operations. 5. The escrow account mechanism and the trust and
retention account arrangements implemented by us as a quasi-security mechanism in connection with the payment
obligations of our borrowers may not be effective, which could adversely affect our financial condition and results
of operations. We use escrow accounts as a credit enhancement mechanism for certain of our public sector
borrowers that do not meet certain of our credit risk criteria. As of March 31, 2011, 80.51% of our outstanding
loans to State and Central sector borrowers involved such escrow account mechanism. Similarly, in the case
of private sector borrowers, security is typically obtained through a first priority pari passu charge on the relevant
project assets, and through a trust and retention mechanism. The escrow account mechanism and the trust and
retention account arrangements are effective in the event that revenue from the end users or other receipts,
as applicable, is received by our borrowers and deposited in the relevant escrow account or trust and retention
account. We do not have any arrangement in place to ensure that such revenue is actually received or
deposited in such accounts and the effectiveness of the escrow account mechanism and the trust and retention
account arrangements is limited to such extent. In the event that end users do not make payments to our
borrowers, the escrow account mechanism and the trust and retention account arrangements will not be
effective in ensuring the timely repayment of our loans, which may adversely affect our financial condition and
results of operations. In addition, as we diversify our loan portfolio and enter into new business opportunities,
we may not be able to implement such or similar quasi-security mechanisms or arrangements and there can
be no assurance that even if such mechanisms and arrangements are implemented, that they wil be effective.
6. Our borrowers’ insurance of their assets may not be adequate to protect them against all potential losses to which
they may be subject to, which could affect our ability to recover the loan amounts due to us. Under our loan
agreements, where loans are extended on the basis of charge on assets, our borrowers are required to create
a charge on their assets in our favour in the form of hypothecation or mortgage or both. In addition, terms and
conditions of the loan agreements require our borrowers to maintain insurance against damage caused by any
disasters including floods, fires and earthquakes or theft on their charged assets as collateral against the loan
granted by us. However, in most cases our borrowers do not have the adequate insurance coverage, or they
have not renewed the insurance policies or the amount of insurance coverage may be less than the replacement
costs of all covered property and is therefore insufficient to cover all financial losses that our borrowers may
suffer. In the event the assets charged in our favour are damaged, it may affect our ability to recover the loan
amounts due to us. 7. We will be impacted by volatility in interest rates in our operations, which could cause our
net interest margins to decline and adversely affect our profitability. Our operations wil be impacted by volatility
in interest rates. Interest rates are highly sensitive due to many factors beyond our control, including the
monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic
and political conditions and other factors. Due to these factors, interest rates in India have historically experienced
a relatively high degree of volatility. When interest rates decline, we are subject to greater re-pricing and
prepayment risks as borrowers take advantage of the attractive interest rate environment. In periods of low
interest rates and high competition among lenders, borrowers may seek to reduce their borrowing cost by
asking lenders to re-price loans. If we are required to restructure loans, it could adversely affect our profitability.
If borrowers prepay loans, the return on our capital may be impaired as any prepayment premium we receive
may not fully compensate us for the costs of utilizing funds elsewhere. If interest rates rise we may have greater
difficulty in maintaining a low effective cost of funds compared to our competitors, who may have access to
lower cost funds. 8. Our interest income and profitability is dependant on the continued growth of our asset
portfolio. Our results of operations are substantially dependent upon the level of our Net Interest Margins.
Income from our financing activities is the largest component of our total income. Among other factors, volatility
in interest rates can material y and adversely affect our financial performance. In a rising interest rate environment,
if the yield on our interest-earning assets does not increase simultaneously with or to the same extent as our
cost of funds, or, in a declining interest rate environment, if our cost of funds does not decline simultaneously
or to the same extent as the yield on our interest-earning assets, our net interest income and net interest
margin would be adversely impacted. Our net interest margin has decreased from 3.98% in fiscal 2009-10,
to 3.86%for the year ended March 31, 2011. Any such declines in our net interest margins in the future can
have a material adverse effect on our business, financial condition and results of operations. 9. As an NBFC
and an IFC, we are required to adhere to certain individual and borrower group exposure limits prescribed by the
RBI. Any change in the regulatory regime may adversely affect our business, financial condition, results of operations.
We are a systemically important non-deposit taking NBFC and are subject to various regulations by the RBI
as an NBFC. With effect from July 28, 2010, our Company has been classified as an IFC by the RBI, which
classification is subject to certain conditions including (i) a minimum of 75.0% of the total assets of such NBFC
should be deployed in infrastructure loans (as defined under the Non Banking Financial (Non Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007); (ii) net owned funds of ` 300.00
POWER FINANCE CORPORATION LIMITED
5
IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
crore or more; (iii) a minimum credit rating of “A” or an equivalent credit rating of CRISIL, FITCH, CARE, ICRA
or equivalent rating by any other accrediting rating agencies; and (iv) a capital to risk-weighted asset ratio
(“CRAR”) of 15.0% (with a minimum Tier I capital of 10.0%). Tier I capital for such purposes mean Owned
Funds as reduced by investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans
and advances including hire purchase and lease finance made to and deposits with subsidiaries and companies
in the same group exceeding, in aggregate, 10.0% of the Owned Fund and perpetual debt instruments issued
by an systemically important non-deposit taking NBFC in each year to the extent it does not exceed 15.0%
of the aggregate Tier I capital of such company as on March 31 of the previous accounting year. The maximum
exposure ceilings as prescribed in respect of systemically important non-deposit taking NBFC that are also IFCs
under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Directions, 2007 are set out below:; Concentration of credit / investment; Loan company; Infrastructure
Finance Company : Lending ceilings, 1.1.1, 1.1.2; Lending to any single borrower, 15% (+ 5*), 25%; Lending
to any single group of borrowers, 25% (+ 10*), 40%; Investing ceilings, 1.1.3, 1.1.4; Investing in shares of a
company, 15% (+ 5*), 15% (+ 5*); Investing in shares of a single group of companies, 25% (+ 10*), 25% (+
10*); Loans and investment taken together, 1.1.5, 1.1.6; Lending and investing to single party, 25% (+ 5*), 30%;
Lending and investing to single group of parties, 40% (+ 10*), 50%. * Additional exposure applicable in case
the same is on account of infrastructure loan and/or investment. As of March 31, 2011, the CRAR of our
Company was 15.71%. Any inability to continue being classified as an IFC may impact our growth plans by
affecting our competitiveness. As an IFC, we wil have to constantly monitor our compliance with the necessary
conditions, which may hinder our future plans to diversify into new business lines. In the event we are unable
to comply with the eligibility condition(s), we may be subject to regulatory actions by the RBI and/or cancellation
of our registration as a systemically important non-deposit taking NBFC that are also IFCs. Any levy or fines
or penalties or the cancellation of our registration as an NBFC or IFC may adversely affect our business,
prospects, results of operations and financial condition. In addition, the RBI has exempted us from prudential
exposure norms in respect of lending to Central and State sector borrowers in the power sector until March
31, 2012. In compliance with RBI’s directive in this regard, we are in the process of formulating and submitting
a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the manner in
which we intend to comply with such prudential lending norms of the RBI, including additional capitalization.
However, if such exemption is not extended, our business prospects, financial condition and results of operations
may be adversely affected. In addition, our ability to borrow from various banks may be restricted under
guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to NBFCs. For
example, according to the RBI, the exposure (both lending and investment, including off balance sheet
exposures) of a bank to a single NBFC should not exceed 10.0% of the bank’s capital funds as per its last
audited balance sheet. Banks may, however, assume exposures on a single NBFC up to 15.0% of their capital
funds provided the exposure in excess of 10.0% is on account of funds on-lent by the NBFC to the infrastructure
sector. Further, exposure of a bank to IFCs should not exceed 15.0% of its capital funds as per its last audited
balance sheet, with a provision to increase it to 20.0% if the same is on account of funds on-lent by the IFCs
to the infrastructure sector. Banks may also consider fixing internal limits for their aggregate exposure to the
power sector put together. Although we do not believe such exposure limits have had any adverse effects on
our own liquidity, we believe that individual lenders from whom we currently borrow may not be able to
continue to provide us funds. As we grow our business and increase our borrowings we may face similar
limitations with other lenders, which could impair our growth and interest margins and could therefore have
a material adverse effect on our business, financial condition, results of operations. 10. We are involved in a
number of legal proceedings that, if determined against us, could adversely impact our business and financial
condition. Our Company is a party to various legal proceedings. These legal proceedings are pending at
different levels of adjudication before various courts, tribunals, statutory and regulatory, authorities/ other
judicial authorities, and if determined against our Company, could have an adverse impact on the business
financial condition and results of operations of our Company. For further information relating to outstanding
litigation against our Company, see the section titled “Outstanding Litigation and Material Developments” on
page 126 of the Shelf Prospectus. No assurances can be given as to whether these legal proceedings will
be decided in our Company’s favor or have no adverse outcome, nor can any assurance be given that no further
liability will arise out of these claims. Details of the proceeding that have been initiated against and by our
Company and the amounts claimed against and by us in these proceedings, to the extent ascertainable, are
set forth below: Litigation against and by our Company : Nature of Proceedings; Number of Proceedings against
the Company; Amount Involved (` Crores)* : Writ Petitions, 5, Not ascertainable; Income Tax, 11, 108.60;
Consumer Cases, 2, 0.01; Civil, 3, 14.03; Total, 21, 122.64. * The amounts stated do not include the interest
claimed or payable. 11. Our contingent liabilities in the event they were to materialize could adversely affect our
business, financial condition, results of operations. As of March 31, 2011, we had contingent liabilities of
`6297.20 crore including non-funded contingent exposure of ` 531.38 crore in the form of guarantees and
` 5758.02 crore in the form of letters of comfort issued to borrowers’ banks in connection with letters of credit
and other contingent liabilities ` 7.81 crore. If these contingent liabilities materialize, our financial condition
could be adversely affected. 12. If the level of non-performing assets in our loan portfolio were to increase, our
financial condition would be adversely affected. In the past, our gross NPAs have been as indicated below:
Particulars as of; (` crore); As % of total loan assets : March 31, 2009, 13.16, 0.02%; March 31, 2010, 13.16,
0.02%; March 31, 2011, 230.65, 0.23%. The provisioning has been made in terms of prudential norms laid
down internally by us. As a government owned NBFC, loans made by us to Central and State sector borrowers
in the Indian power sector are currently exempt from the RBI’s prudential lending (exposure) norms that are
applicable to other non-government owned NBFCs. Such exemption, unless further extended by the GoI, is
currently applicable until March 31, 2012. In compliance with RBI’s directive in this regard, we are in the
process of formulating and submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31,
2012, that sets out the manner in which we intend to comply with such prudential norms of the RBI, including
further capitalization. In accordance with our internal prudential norms, in case of government sector borrowers,
we follow a loan-wise NPA determination policy, rather than a borrower-wise NPA determination policy, which
is a regulatory requirement for other non-government sector NBFCs. In the event we are required to follow a
borrower-wise NPA determination policy for our government sector borrowers, our NPA levels may increase
substantially, which may have a material adverse effect on our business, financial condition and results of
operations. In addition, we may, from time to time, amend our policies and procedures regarding asset
classification or rescheduling of our loans, which may also increase our level of NPAs. In addition, we are
required to assign risk weight of 20.0% to the State government guaranteed loans not in default. However,
if such loans have remained in default for a period of more than 90 days, a risk weight of 100.0% is assigned.
Our loans made to the private sector are generally consistent with lending (exposure) norms stipulated by the
RBI. For further information on RBI regulations and guidelines applicable to us, see section titled “Regulations
and Policies” on page 80 of the Shelf Prospectus. If RBI provisioning norms were to become applicable to us,
our level of NPAs and provisions with respect thereto could be significantly higher. If we are not able to prevent
increases in our level of NPAs, our business and our future financial condition could be adversely affected.
13. Our statutory auditors have qualified their reports on our audited standalone financial statements for fiscal 2007,
2008, 2009, and 2010 and our audited consolidated financial statements for fiscal 2009 and 2010. There can be no
assurance that there will not be any similar qualifications to our audited standalone and consolidated financial
statements in future periods. Our statutory auditors have qualified their reports on our audited standalone
financial statements for fiscal 2007, 2008, 2009 and 2010. Our statutory auditors have also qualified their
reports on our audited consolidated financial statements for fiscal 2009 and 2010. Our statutory auditors have
qualified their report on our audited standalone and consolidated financial statements for 2010 as reproduced
below: “Power Finance Corporation Limited (The Company) pursuant to the opinion of the Expert Advisory
Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability”
(DTL) on special reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in fiscal 2005, by
charging the profit and loss account with ` 142.87 crores and debiting the free reserves by ` 745.14 crores
(for creating DTL for fiscal 1998 to fiscal 2004). Since then the Company continued to provide DTL until the
end of March 2008 by charging the profit and loss account. The total amount towards DTL up to March 31,
2008 comes to ` 1,228.38 crores. The Company during the fiscal 2009 reversed the DTL provided in earlier
years amounting to ` 1,228.38 crores and also did not provide DTL amounting to ` 291.21 crores (including
`133.28 crores for fiscal 2009) in the current year, contrary to opinions expressed by the EAC of the ICAI on
two occasions dated November 23, 2004 and May 18, 2006, clarification furnished in July 2009 by the ICAI
on the request of the Comptroller and Auditor General of India and mandatory provisions of Accounting
Standard 22. In view of the facts and circumstances placed before us, the profits and free reserves of the
Company are overstated by ` 774.45 crores and ` 745.14 crores (previous year ` 616.52 crores and ` 745.14
crores), respectively and DTL has been understated by ` 1,519.59 crores (previous year ` 1,361.66 crores).
Further, the amount of capital considered in the calculation of Capital Risk Adjustment Ratio (CRAR) is
overstated to the above extent. As regards the liability of ` 663.49 crores (previous year ` 908.94 crores) shown
as “Interest Subsidy Fund from GOI” in the balance sheet, received under Accelerated Generation and Supply
Program (AG&SP) Scheme from the Ministry of Power, Government of India, the Company has estimated the
net excess amount of `166.25 crores (previous year ` 283.14 crores) and ` 209.97 crores (previous year `44.27
crores) as at March 31, 2010, for the 9th Five Year Plan period and 10th Plan, respectively. This net excess
amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions,
if any, during the projected period such as changes in moratorium period, repayment period, loan restructuring,
pre payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such
we are not in a position to express our opinion thereon.” Our statutory auditors have similarly qualified their
reports on our audited standalone and consolidated financial statements for fiscal 2009 with respect to the
non-provision of such deferred tax liability on special reserve created under Section 36(1)(viii) of the I.T. Act.
In addition, our statutory auditors have similarly qualified their reports on (i) our audited standalone and
consolidated financial statements for fiscal 2007, 2008, 2009 and 2010 with respect to the impact of the excess
amount relating to the interest subsidy fund from the GoI under the AG&SP scheme and (ii) our audited
standalone and consolidated financial statements for fiscal 2006, 2007 and 2008 with respect to certain
balances shown under loans, advances and other debits/ credits in so far such balances have not been
confirmed, realized, discharged or adjusted, which are subject to reconciliation. Our statutory auditors have not
qualified their report on our audited standalone and consolidated financial statements for the financial year
ended March 31, 2011. However, there can be no assurance that there will not be any similar qualifications
to our audited standalone and consolidated financial statements in future periods. 14. The power sector in India
and our business and operations are regulated by, and are directly and indirectly dependent on, GoI policies and
6
POWER FINANCE CORPORATION LIMITED
RISK FACTORS
support, which make us susceptible to any adverse developments in such GoI policies and support. We are a
Government company operating in a regulated industry, and the GoI, acting through the MoP, exercises
significant influence on key decisions relating to our operations, including with respect to the appointment and
removal of members of our Board, and can determine various corporate actions that require the approval of
our Board or shareholders, including proposed budgets, transactions with other Government companies or GoI
entities and agencies, and the assertion of any claim against such entities. The GoI has also issued directions
in connection with the payment of dividends by Government companies. The power sector in India and our
business and operations are regulated by, and are directly or indirectly dependent on, GoI policies and support
for the power sector. The GoI has implemented various financing schemes and incentives for the development
of power sector projects, and we, like other Government companies, are responsible for the implementation
of, and providing support to, such GoI schemes and initiatives. We may therefore be required to follow public
policy directives of the GoI by providing financing for specific projects or sub-sectors in the public interest which
may not be consistent with our commercial interests. In addition, we may be required to provide financial or
other assistance and services to public sector borrowers and GoI and other government agencies in connection
with the implementation of such GoI initiatives, resulting in diversion of management focus and resources from
our core business interests. Any developments in GoI policies or in the level of direct or indirect support
provided to us or our borrowers by the GoI in these or other areas could adversely affect our business, financial
condition, results of operations. 15. We currently engage in foreign currency borrowing and lending and we are likely
to continue to do so in the future, which will expose us to fluctuations in foreign exchange rates, which could
adversely affect our financial condition. As of March 31, 2011, we had foreign currency borrowings outstanding
of US$ 541.63 million, Japanese Yen 42,797.05 million and Euro 26.66 million, the total of which was
equivalent to ` 4962.53 crores, or 5.81% of our total borrowings. We may continue to be involved in foreign
currency borrowing and lending in the future, which will further expose us to fluctuations in foreign currency
rates. Volatility in foreign exchange rates could adversely affect our business and financial performance. We
are also affected by adverse movements in foreign exchange rates to the extent they impact our borrowers
negatively, which may in turn impact the quality of our exposure to these borrowers. Foreign lenders may also
impose conditions more onerous than domestic lenders. 16. Certain of our SEB borrowers have been restructured
and we have not yet entered into definitive loan agreements with such restructured entities, which could affect our
ability to enforce applicable loan terms and related State government guarantees. We have granted long–term loans
to various SEBs that were guaranteed by the respective State governments. Pursuant to certain amendments
to the Electricity Act, the respective State governments have restructured these SEBs into separate entities
formed for power generation, transmission and/or distribution activities. As part of such restructuring process,
all liabilities and obligations of the restructured SEBs relating to our loans were transferred, pursuant to a
notification process, to the respective State government, which in turn transferred such liabilities and obligations
to the newly formed State government-owned transmission, distribution and/or generation companies. However,
the relevant notification transferring such liabilities and obligations under our loans necessitates the execution
of a transfer agreement among us, the respective State government and the relevant newly formed transferee
entity. We have not yet executed such transfer agreements with respect to some of these loans. In such
circumstances, as the State government guarantees have not been reaffirmed to cover the debt obligations
of such newly formed transferee entities, we may not be able to enforce the relevant State guarantees in case
of default on our loans by such transferee entities. Although we intend to enter into such transfer agreements
to ensure that the terms of our original loan agreements entered into with the SEBs continue to apply to such
transferee entities, there can be no assurance that we will be able to execute such transfer agreements in a
timely manner, or at all. In addition, the relevant State government may not reaffirm such guarantees with
respect to the debt obligations assumed by such restructured transferee entities. There may also be delay, due
to factors beyond our control, with respect to the establishment of relevant trust and retention account
arrangements with such restructured transferee entities. In addition, we have restructured loans sanctioned to
certain SPUs and other SEBs, including rescheduling of repayment terms. Any negative trends or financial
difficulties faced by such SPUs and SEBs could increase our NPAs and adversely affect our business, financial
condition and results of operations. 17. We may incur shortfalls in the advance subsidy received under the Accelerated
Generation and Supply Programme (AG&SP) of the GoI, which may affect our financial condition. In fiscal 1998,
the GoI started the AG&SP, a scheme for providing interest subsidies for various projects. We oversee and
operate this scheme on behalf of the GoI. The scheme subsidises our normal lending rates on loans to state
power utilities. The subsidy is paid in advance directly to us from the central government budget and is to be
passed on to the borrowers against their interest liability arising in future under the AG&SP. We maintain an
interest subsidy fund account on account of the subsidy claimed from the GoI at net present value which is
calculated at certain pre-determined and indicative discount rates, irrespective of the actual repayment schedule,
moratorium period and duration of repayment. The impact of the difference between the indicative discount
rate and period considered at the time of drawal and the actual can be ascertained only after the end of the
respective repayment period in relation to that particular loan. There might be instances where there is a
shortfall or a surplus in the subsidy received from the GoI. In the event of there being a shortfall, we shall have
to bear the difference, which may affect our financial condition. 18. If we are unable to manage our growth
effectively, our business and financial results could be adversely affected. Our business has grown since we began
operations in March 1988. Our total loan assets increased from ` 43,903 Crores as of March 31, 2007 to `
99,571.0 Crores as of March 31, 2011, at a CAGR of 23%. We intend to continue to grow our business, which
could place significant demands on our operational, credit, financial and other internal risk controls. It may also
exert pressure on the adequacy of our capitalization, making management of asset quality increasingly important.
Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty in obtaining
funding on attractive terms. Adverse developments in the Indian credit markets, such as the recent increase
in interest rates, may significantly increase our debt service costs and the overall cost of our funds. Any inability
to manage our growth effectively on favourable terms could have a material adverse effect on our business
and financial performance. Because of our growth and the long gestation period for power sector investments,
our historical financial statements may not be an accurate indicator of our future financial performance. 19. We
might not be able to develop or recover costs incurred on our Ultra Mega Power Projects and our failure to do so
may have an adverse effect on our profitability. We have been appointed as the nodal agency for the development
of UMPPs, each with a contracted capacity of 3,500 MW or more. As of March 31, 2011, we have a total of
8 wholly-owned subsidiaries as special purpose vehicles (“SPVs”) for these projects. These SPVs have been
established to conduct the bidding process in accordance with the Guidelines for Determination of Tariff by
Bidding Process for Procurement of Power by Distribution Licensees, 2005, as amended. The SPVs undertake
preliminary studies and obtain necessary linkages, clearances, land and approvals including for water, land
and power sale arrangements, prior to transfer of the projects to successful bidders. The objective is to transfer
these SPVs to successful bidders, through a tariff based international competitive bidding process, who will
then implement these projects, on payment of development costs incurred by each SPV (including a success
fee). We have and are likely to continue to incur expenses in connection with these SPVs. There may be delays
in the development of such UMPPs or we may be unable to transfer these UMPPs due to various factors,
including environmental issues, resistance by local residents, changes in related laws or regulatory frameworks,
or our inability to find a developer for such projects. For example, development of two UMPPs have been
delayed due to delay in receipt of certain clearances. In addition, we may not be able to fully recover our
expenses from the successful bidder, which may result in financial loss to us, which could adversely affect our
financial condition and results of operations. We have also been appointed as a bid process coordinator for
the ITP scheme. The ITP scheme is a tariff based competitive bidding process for ITPs, similar to that followed
for UMPPs, for the development of transmission systems through private sector participation. We earn revenue
from our involvement with ITP projects in a manner similar to the UMPPs. Four SPVs, were initial y incorporated
under the ITP scheme, of which one SPV was liquidated in December, 2010 and another SPV was transferred
to the successful bidder in March, 2010 and the remaining two were recently transferred to successful bidders
in March 2011. If we are unable to transfer these SPVs to successful bidders in the future, due to various
reasons such as those mentioned above, it may result in financial loss to us, which could adversely affect our
financial condition and results of operations. 20. Our agreements regarding certain of our joint venture arrangements
or investments in other companies contain restrictive covenants, which limit our ability on transfer our shareholding
in such ventures. Our Company has entered into various joint venture arrangements, pursuant to which certain
joint venture companies have been incorporated, namely, National Power Exchange Limited, Energy Efficiency
Services Limited and PTC India Limited (formerly known as Power Trading Corporation of India Limited). Our
Company has also entered into a share subscription and shareholders agreement with the National Stock
Exchange and National Commodity & Derivates Exchange Limited subscribing to the equity shares of Power
Exchange India Limited. Furthermore, our Company has investments in Power Equity Capital Advisors Private
Limited and the Small is Beautiful Fund, a venture capital fund established with the objective to invest in
equity and equity like instruments of special purpose vehicles involved in the development of power projects.
For further information see section titled “History and Certain Corporate Matters” on page 91 of the Shelf
Prospectus. Further, as we hold minority interests in each of these joint venture companies, our joint venture
partners will have control over such joint venture companies (except to the extent agreed under the respective
joint venture agreements). In addition, we have not made provisions for the decline in value of such investments.
Under the terms of the relevant agreements our Company is not permitted to transfer its shareholding in the
joint ventures to a third party for a specified lock-in period and/or with consent of the board of director or the
other parties to such agreement/ arrangement. Such covenants may limit our ability to make optimum use of
our investments or exit these joint ventures and thereby liquidating our investments at our discretion, which
may have an adverse impact on our financial condition. In addition, we cannot assure that we will be able
perform or comply with our obligations under the joint venture agreements and our failure to do so may result
in a breach of such agreements, which could affect our rights under these agreements. Further, the success
of these joint ventures is dependent upon the cooperation of our joint venture partners. These joint ventures
are subject to the risk of non-performance by our joint venture partners of their obligations, including their
financial obligations, in respect of the joint venture. Joint venture partners may have business interests or goals
that may differ from our business interests or goals, or those of our shareholders. Any disputes that may arise
between our joint venture partners and us may cause delays in completion or the suspension or abandonment
of the venture. In addition, though our joint ventures confer rights on us, our joint venture partners have certain
decision-making rights that may limit our flexibility to make decisions relating to such business, and may cause
delays or losses. 21. We benefit from certain tax benefits available to us as a lending institution. If these tax benefits
are no longer available to us it would adversely affect our business, financial condition, results of operations. We
have received and currently receive tax benefits by virtue of our status as a lending institution, including as
a result of our lending within the infrastructure sector, which have enabled us to reduce our effective tax rate.
In fiscal 2008, 2009, 2010 and 2011, our effective tax liability, calculated on the basis of our tax liability as
a percentage of profit before tax, was 27%, 24.7%, 26.6% and 25.37% respectively, compared to statutory
corporate tax rates (including surcharge and cess) of 33.99%, 33.99%, 33.99% and 33.22% in such periods.
The availability of such tax benefits is subject to the policies of the GoI, among other things, and there can
be no assurance as to any tax benefits that we will receive in the future. If the laws or regulations regarding
these tax benefits are amended, our taxable income and tax liability may increase, which would adversely
impact our financial condition and results of operations. 22. We may make equity investments in power sector
in the future and such investments may not be recovered. We may make equity investments in the power sector
either directly or indirectly. As of March 31, 2011, our investments in equity and equity linked instruments were
` 53.88 crores. The value of these investments depends on the success and continued viability of these
businesses. In addition to the project-specific risks described in the above risk factors, we have limited control
over the operations or management of these businesses. Therefore, our ability to realize expected gains as
a result of our equity interest in a business is highly dependent on factors outside our control. Write-offs or writedowns in respect of our equity investments may adversely affect our financial performance. 23. The GoI holds
a majority of our Equity Shares and can therefore determine the outcome of shareholder voting and influence our
operations. Our principal shareholder, GoI, holding 73.72% of our Equity Shares, exercises a significant degree
of influence over us and will be able to control the outcome of any proposal that can be passed with a majority
shareholder vote. In addition, the GoI significantly influences our operations through its various departments
and policies. 24. We are subject to restrictive covenants under our credit facilities that could limit our flexibility in
managing our business. There are restrictive covenants in the agreements we have entered into with certain
banks and financial institutions for our short term borrowings, medium term borrowings, long term borrowings
and bonds trust deeds. These restrictive covenants require us to maintain certain financial ratios and seek the
prior permission of these banks/financial institutions for various activities, including, amongst others, selling,
leasing, transferring or otherwise disposing of any part of our business or revenues, effecting any scheme of
amalgamation or reconstitution, implementing a new scheme of expansion or taking up an allied line of
business. Such restrictive covenants in our loan and bond documents may restrict our operations or ability to
expand and may adversely affect our business. For details of these restrictive covenants, see the section titled
“Financial Indebtedness” beginning on page 115 of the Shelf Prospectus. 25. Our success depends in large part
upon our management team and skilled personnel and our ability to attract and retain such persons. Our future
performance depends on the continued service of our management team and skilled personnel. We also face
a continuous challenge to recruit and retain a sufficient number of suitably skilled personnel, particularly as
we continue to grow. There is significant competition for management and other skilled personnel in our
industry, and it may be difficult to attract and retain the personnel we need in the future. While, we have
employee friendly policies including an incentive scheme to encourage employee retention, the loss of key
personnel may have an adverse affect on our business, results of operations, financial condition and ability
to grow. 26. The power sector financing industry is becoming increasingly competitive and our growth will depend
on our ability to compete effectively and maintain a low effective cost of funds. We face increasing competition
from public and private sector commercial banks in India and from other financial institutions that provide
power sector finance products or services. Many of our competitors have greater and cheaper resources than
we do. Competition in our industry depends on, among other things, the ongoing evolution of government
policies relating to the industry, the entry of new participants into the industry and the extent to which there
is consolidation among banks and financial institutions in India. Our ability to compete effectively is dependent
on our ability to maintain a low effective cost of funds. Our borrowing costs have been competitive in the past
initially due to the sizeable equity contribution by the GoI as a 100% owner, the availability of tax-free bonds,
SLR bonds and loans guaranteed by the GoI and subsequently as a result of our strong credit ratings. With
the growth of our business, we are increasingly reliant on funding from the debt capital markets and commercial
borrowings. The market for such funds is competitive and our ability to obtain funds on acceptable terms will
depend on various factors including our ability to maintain our credit ratings. If we are unable to access funds
at an effective cost that is comparable to or lower than our competitors, we may not be able to offer competitive
interest rates to our borrowers, which could adversely affect our business growth. 27. Power projects carry certain
risks, which to the extent they materialize could adversely affect our business and financial performance.Our business
mainly consists of lending to and providing advisory services to power sector projects in India. Power sector
projects carry project-specific as well as general risks. These risks are generally out of our control and include:
political, regulatory, fiscal, monetary, legal actions and policies that may adversely affect the viability of
projects to which we lend; changes in government and regulatory policies relating to the power sector; delays in the construction and operation of projects to which we lend; adverse changes in demand for, or
the price of, power generated or distributed by the projects to which we lend; the willingness and ability
of consumers to pay for the power produced by projects to which we lend; shortages of, or adverse price
developments for, raw materials and key inputs for power production such as coal and natural gas; increased
project costs due to environmental challenges and changes in environmental regulations; potential defaults
under financing arrangements of project companies and their equity investors; failure of co-lenders with us
under consortium lending arrangements to perform on their contractual obligations; failure of third parties
such as contractors, fuel suppliers, sub-contractors and others to perform on their contractual obligations in
respect of projects to which we lend; adverse developments in the overall economic environment in India;
adverse fluctuations in interest rates or currency exchange rates; and economic, political and social
instability or occurrences such as natural disasters, armed conflict and terrorist attacks, particularly where
projects are located or in the markets they are intended to serve. To the extent these or other risks relating
to the power projects we finance materialize, the quality of our asset portfolio and our profitability may be
adversely affected. 28. Negative trends in the Indian power sector or the Indian economy could adversely affect our
business and financial performance. Our Company was formed with the objective of extending finance to and
promoting Indian power projects and related activities. For the foreseeable future, we expect to continue to
be a sector specific public financial institution with a focus on the Indian power sector. Any negative trend or
financial difficulty in the Indian power sector could adversely affect our business and financial performance.
We believe that the further development of India’s power sector is dependent on regulatory framework, policies
and procedures that facilitate and encourage private and public sector investment in the power sector. Many
of these policies are evolving and their success wil depend on whether they properly address the issues faced
and are effectively implemented. Additionally, these policies will need continued support from stable and
experienced regulatory regimes throughout India that not only stimulate and encourage the continued investment
of capital into power development, but also lead to increased competition, appropriate allocation of risk,
transparency and more efficient power supply and demand management to the end consumer. The allocation
of capital and the continued growth of the power sector are also linked to the continued growth of the Indian
economy. Since much of the power supply in India has historically been provided by the central and state
governments at a relatively low charge to consumers, the growth of the power industry will be impacted by
consumers’ income levels and the extent to which they would be willing to pay or can be induced to pay for
power. If the central and state governments’ initiatives and regulations in the power sector do not proceed to
improve the power sector as intended or if there is any downturn in the macroeconomic environment in India
or in the power sector, our business and financial performance could be adversely affected. 29. Material changes
in the regulations that govern us and our borrowers could cause our business to suffer. We are regulated by the
Companies Act and some of our activities are subject to supervision and regulation by statutory authorities
including the MoF, RBI, SEBI and Stock Exchanges. Additionally, our borrowers in the power sector are
subject to supervision and regulation by the CERC and SERC. See the section titled “Regulations and Policies”
beginning on page 80 of the Shelf Prospectus. Further, we are subject to changes in Indian law, as well as
to changes in regulation and government policies and accounting principles. We also receive certain benefits
and take advantage of certain exemptions available to our classification as a public financial institution under
section 4A the Companies Act and as a NBFC under the RBI Act, 1934. The laws and regulations governing
us could change in the future and any such changes could adversely affect our business, our future financial
performance, by requiring a restructuring of our activities, which may impact our results of operations. 30. We
have certain cash credit facilities which can be recalled by our lenders at any time that may affect our financial
condition adversely. We have certain cash credit facilities amounting to ` 2749.93 crores as on March 31, 2011
which can be recalled by our respective lenders at any time. In the event any of our lenders recall the cash
credit facilities, we may face adverse liquidity problems and our financial condition may get affected to the
extent of the financial assistance recalled. 31. A decline in our capital adequacy ratio could restrict our future
business growth. We are required under applicable laws and regulations to maintain a capital adequacy ratio
of at least 15.0% of our risk-weighted assets, with the minimum requirement of Tier I capital being 10.0%.
Our capital adequacy ratio was 15.71% as of March 31, 2011, with Tier I capital comprising 14.69%. If we
continue to grow our loan portfolio and asset base, we will be required to raise additional Tier I and Tier II
capital in order to continue to meet applicable capital adequacy ratios. There can be no assurance that we
will be able to raise adequate additional capital in the future on terms favorable to us or that we will be able
to retain our IFC classification and this may adversely affect the growth of our business. 32. We have entered
and may enter into certain transactions with related parties, which may not be on an arm’s length basis or may lead
to conflicts of interest. We have entered and may enter into transactions with related parties, including our
Directors. There can be no assurance that we could not have achieved more favorable terms on such transactions
had they not been entered into with related parties. Furthermore, it is likely that we will enter into related party
transactions in the future. There can be no assurance that such transactions, individually or in the aggregate,
will not have an adverse effect on our financial condition and results of operations. The transactions we have
entered into and any future transactions with related parties have involved or could potentially involve conflicts
of interest. Our subsidiary PFC Consulting Limited (“PFCCL”) is engaged in the consultancy services business,
and our own constitutional documents permit us to engage in similar business, and there is no relationship
agreement or similar arrangement currently in place between PFCCL and us, which may result in potential
conflicts of interest. 33. Our Directors may have business interests similar to ours, which may result in a conflict
of interest that may adversely affect future financing opportunity referrals. Some of our Directors have interests in
other companies, which are in businesses similar to ours, which may result in potential conflict of interest. Our
Director, Mr. M. K. Goel is also a director on the board of PTC India Financial Services Limited, a company
that has business interest similar to ours. Further, our Director Mr. Devender Singh is a government nominee
director on the board of Rural Electrification Corporation Limited, which is also in a business similar to ours.
For further information with respect to directorships of certain of our Directors, see section titled “Management”
on page 102 of the Shelf Prospectus. Accordingly, potential conflicts of interest may arise out of common
IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
business objectives shared by us and our Directors and there can be no assurance that these or other conflicts
of interest wil be resolved in an impartial manner. 34. We have negative cash flows from operations in recent
periods. There is no assurance that such negative cash flows from operations shall not recur in the future.Our cash
outflows relating to loans and advances we disburse (net of any repayments we receive) are reflected in our
cash flow from operating activities whereas the cash inflows from external funding we procure (net of any
repayments of such funding) to disburse these loans and advances are reflected in our cash flows from
financing activities. The net cash flows from investing activities primarily represent sale and purchase of fixed
assets, other investments and interest received. The following table sets forth certain information with respect
to our historical negative cash flows in the periods indicated: Particulars; As of March 31(Consolidated) (` in
Crores) ; 2009; 2010; 2011 : Net cash from operating activities, (10,736.90), (13,405.21), (16,575.45); Net cash from
investing activities, 32.11, 8.78, (21.21); Net cash from financing activities, 10449.28, 14,437.23, 17,580.46;
Net increase/(decrease) in cash and cash equivalents, (255.51), 1,040.80, 983.80. Our operating profits before
allocation for working capital changes in these periods were as follows: Particulars; (` in crore) : Fiscal 2009,
2270.98; Fiscal 2010, 2831.52; Fiscal 2011, 3647.36. However, our net cash flow from operating activities was
negative in these periods as a result of an increase in our lending operations. 35. Our insurance may not be
adequate to protect us against all potential losses to which we may be subject. We maintain insurance for our
physical assets such as our office and residential properties against standard fire and special perils (including
earthquake), amounting to ` 108 crore. In addition, we maintain a group personal accident insurance as well
as directors’ and officers’ insurance policy. However, the amount of our insurance coverage may be less than
the replacement cost of such property and may not be sufficient to cover all financial losses that we may suffer
should a risk materialize. If we were to incur a significant liability for which we were not fully insured, it could
have a material adverse effect on our results of operations and financial position. In addition, in the future,
we may not be able to maintain insurance of the types or in the amounts which we deem necessary or
adequate or at premiums which we consider acceptable. The occurrence of an event for which we are not
adequately or sufficiently insured or the successful assertion of one or more large claims against us that exceed
available insurance coverage, or changes in our insurance policies (including premium increases or the
imposition of large deductible or co-insurance requirements), could have a material and adverse effect on our
business, financial condition, results of operations, and cash flows. 36. We may not be able to identify attractive
financing or investment opportunities, or provide financing to or make investments in such identified opportunities,
which may adversely affect our financial condition and results of operations. There can be no assurance that we
will be able to identify attractive financing or investment opportunities that meet our financing and investment
criteria, or provide financing to or make investments in such identified opportunities. The activity of identifying
attractive financing and investment opportunities is highly competitive and providing financing to or making
such investments may be subject to various factors beyond our control. In addition, we may not be able to fully
ascertain the risks involved in the power sector projects we finance or invest in due to limited information.
Furthermore, any investment that we make in power sector projects may be subject to contractual, legal and
other restrictions, such as pre-emption rights and the requirement to obtain consents and approvals on resale.
Lack of liquidity in these investments may make it difficult to sell investments even if we determine that the
sale is in our interest. In addition, if we are required to liquidate all, or a portion of our investment portfolio
quickly, we may not realize an appropriate value for our investments. We may also face other restrictions on
our ability to liquidate an investment in an investee company to the extent that we have material non-public
information regarding such company. In addition, the large number of competitors compared to the limited
number of attractive investment opportunities in the Indian power sector may increase the cost at which
investments may be made and reduce potential profits. We may also incur significant expenses identifying,
investigating and seeking to acquire potential investments, which are ultimately not consummated, including
expenses relating to due diligence, transportation, extended competitive bidding processes, legal expenses
and the fees of other third-party advisors. Furthermore, in case of equity investments in the power sector, our
competing entities may seek to sell assets at the same time as us, thereby resulting in a decline in the value
of such assets. 37. We are in process of executing a perpetual lease deed for our registered office premises and
consequently do not have title to the premises at present. In accordance with the Memorandum of Agreement
dated February 5, 2002 entered into with NDMC, we were required to execute a perpetual lease deed with
the NDMC after completion of construction of the building where our registered office is located. We are
currently awaiting execution of the same, as a result of which, we presently do not hold title to the premises
where our registered office is situated. 38. Our business and our industry are dependent on the policies and
support of the Government of India which makes us susceptible to changes in such policies and the level of support
we receive. We are a GoI undertaking operating in a regulated industry. Our business and our industry are
dependent, directly and indirectly, on the policies and support of the GoI in many significant ways, including
with respect to the cost of our capital, the financial strength of our borrowers, the management and growth
of our business and our industry and our overall profitability. Historically, we have been able to reduce our cost
of capital and reliance on commercial borrowings because of various forms of assistance received from GoI.
Currently, we receive tax concessions with respect to certain types of our bonds that enable us to price such
bonds at a lower rate of interest than would otherwise be available to us. We also benefit from direct tax
benefits provided by the GoI. The GoI also impacts the nature of our business in a number of ways. In
particular, the GoI establishes the schemes in which we and our borrowers participate. Like any other public
sector undertaking, the GoI can also influence or determine key decisions about our Company, including with
respect to dividends and the appointment of members of our Board. Additionally, the GoI may implement
policies that are inconsistent with our business objectives. For example, although we intend to continue to
diversify our asset portfolio and continue to increase generation-related lending activity, our lending capacity
is not unlimited and the GoI could seek refocus of our lending capacity on transmission and distribution projects
or rural areas. Our borrowers are also significantly impacted by the policies and support of the GoI in a variety
of ways, as the GoI regulates the industry in which our borrowers operate. For example, the GoI has established
a number of schemes and provides incentives that provide benefits to power projects that have enhanced the
financial viability of the projects and the financial position of our borrowers. Additionally, the GoI has in the
past assisted us in procuring the repayment of our loans from our borrowers. Furthermore, the growth of our
business is dependent upon the continued growth of the power sector and the overall Indian economy, which
are significantly impacted by the policies of the GoI. Changes in the policies of or in the level of direct or
indirect support to us provided by, the GoI in these or other areas could have a material adverse effect on our
business, financial condition and results of operations. 39. Our ability to borrow from various banks may be
restricted by changes in guidelines issued by the RBI imposing restrictions on banks in relation to their exposure
on NBFCs, including us, that may adversely affect our growth and margins. The RBI regulates on a continuous
basis, the permitted exposure (both lending and investment, including off balance sheet exposures) that banks
may hold with respect to NBFCs such as ourselves. Accordingly, banks may assume exposure limits of up to
15% of the bank’s capital funds as per its last audited balance sheet for a NBFC engaged in businesses similar
to our Company, provided the exposure in excess of 10%, is on account of funds on-lent by the NBFC to the
infrastructure sector. Presently, the ceiling on bank credit-linked to Net Owned Fund of NBFCs has been
withdrawn in respect of all NBFCs registered with the RBI and engaged in principal business of loan and
investment activities, among others. Accordingly, banks may extend need based working capital facilities as
well as term loans to all such NBFCs. Furthermore, the RBI has suggested that banks consider fixing internal
limits for their aggregate exposure to all NBFCs and may formulate suitable loan policies with the approval
of their boards of directors within the prudential guidelines and exposure norms prescribed by the RBI to
extend various kinds of credit facilities to NBFCs subject to certain conditions. Although we do not believe such
exposure limits has had any adverse effects on our own liquidity, we believe that individual lenders from whom
we currently borrow may not be able to continue to provide us funds. As we grow our business and increase
our borrowings we may face similar limitations with other lenders, which could impair our growth and interest
margins and could therefore have a material adverse effect on our business, financial condition and results
of operations. 40. We may fail to obtain certain regulatory approvals in the ordinary course of our business in a
timely manner or at all, or to comply with the terms and conditions of our existing regulatory approvals and licenses
which may have a material adverse effect on the continuity of our business and may impede our effective operations
in the future. We require certain regulatory approvals, sanctions, licenses, registrations and permissions for
operating and expanding our business. We may not receive or be able to renew such approvals in the time
frames anticipated by us, or at all, which could adversely affect our business. If we do not receive, renew or
maintain the regulatory approvals required to operate our business it may have a material adverse effect on
the continuity of our business and may impede our effective operations in the future. NBFCs in India are
subject to strict regulations and supervision by the RBI. These laws and regulations impose numerous
requirements on us, including those relating to asset classification and prescribed levels of capital adequacy,
cash reserves and liquid assets. However, as a government company, loans made by us to Central and State
entities in the power sector have been exempted from certain RBI policies relating to prudential lending norms
applicable to certain non-government NBFCs, such as asset classification norms, RBI’s norms in respect of cash
reserves and liquid assets. In addition to the numerous conditions required for the registration as a NBFC with
the RBI, we are required to maintain certain statutory and regulatory permits and approvals for our business.
In the future, we will be required to renew such permits and approvals and obtain new permits and approvals
for any proposed operations. There can be no assurance that the relevant authorities will issue any of such
permits or approvals in the time-frame anticipated by us or at all. Failure by us to renew, maintain or obtain
the required permits or approvals may result in the interruption of our operations and may have a material
adverse effect on our business, financial condition and results of operations. Further, the RBI has not provided
for any ceiling on interest rates that can be charged by non-deposit taking NBFCs. There may be future
changes in the regulatory system or in the enforcement of the laws and regulations including policies or
regulations or legal interpretations of existing regulations, relating to or affecting interest rates, taxation,
inflation or exchange controls, that could have an adverse effect on non-deposit taking NBFCs. In addition,
we are required to make various filings with the RBI, the RoC and other relevant authorities pursuant to the
provisions of RBI regulations, Companies Act and other regulations. If we fail to comply with these requirements,
or a regulator claims we have not complied with such requirements, we may be subject to penalties. Moreover,
these laws and regulations can be amended, supplemented or changed at any time such that we may be
required to restructure our activities and incur additional expenses in complying with such laws and regulations,
which could materially and adversely affect our business. In addition, any historical or future failure to comply
with the terms and conditions of our existing regulatory or statutory approvals may cause us to lose or become
unable to renew such approvals. For further details, see section titled “Regulations and Policies” on page 80
of the Shelf Prospectus. 41. We are subject to stringent labour laws, thus making it difficult for us to maintain
flexible human resource policies, which could have an adverse affect on our business, financial condition and results
of operations. India has stringent labour legislation that protects the interests of workers, including legislation
that sets forth detailed procedures for employee removal and dispute resolution and imposes financial obligations
on employers upon employee layoffs. This makes it difficult for us to maintain flexible human resource policies,
discharge employees or downsize, which though not quantifiable, may adversely affect our business and
profitability. 42. Some of the properties owned or taken on lease by us may have certain irregularities in title, as a
result of which our operations may be impaired. We have taken on lease properties for the purposes of our
branch offices and for residential purposes for our employees. Certain of these properties may not have been
constructed or developed in accordance with local planning and building laws and other statutory requirements.
In addition, there may be certain irregularities in title in relation to some of our owned/leased properties. For
example, some of the agreements for such arrangements may not have been duly executed and/or adequately
stamped or registered in the land records of the local authorities or the lease deeds have expired and have
not yet been renewed. Our business may be adversely affected if we are unable to continue to utilize these
properties as a result of any irregularity of title or otherwise. 43. We have not entered into any definitive
arrangements to utilise the Net Proceeds towards the object of this Issue. We intend to utilize the Net Proceeds
raised through this Issue towards ‘infrastructure lending’ as defined by the RBI in the regulations issued by
it from time to time, after meeting the Issue expenses. Our Company has not entered into any definitive
agreements for utilization of the Net Proceeds towards the object of this Issue. For further details in this regard,
see the section titled “Objects of the Issue” on page 45 of the Shelf Prospectus. 44. We may become liable for
the acts or omissions of external consultants engaged by PFC Consulting Limited (“PFCCL”). Our Company’s
wholly-owned subsidiary, PFCCL, provides consultancy services and may undertake execution and valuation
of projects in the power distribution sector on behalf of its clients. For these purposes, PFCCL employs external
consultants. In the event that any acts or omissions of these external consultants result in professional negligence
or breach of contract, we could become liable to our clients or third parties for the acts or omissions of such
external consultants which could have an adverse affect on our business, financial condition and results of
operations. 45. Any Cross Default of financial indebtedness would trigger payment to all other borrowings made
by the corporation thereby adversely affecting the liquidity position of the Company PFC has given cross default
covenant in few of its borrowings which means that if the company defaults in any of its obligation under its
loan, the loan which has the cross default clause will also become payable even if there is no breach of
covenant or default of payment on this loan. The risk may have impact on the liquidity in case of happening
of such event. 46. Volatility in Foreign Exchange and un-hedged foreign currency could adversely affect our financial
conditions and results of operations. The Company has put in place Currency Risk Management (CRM) policy
to manage risks associated with foreign currency borrowings. The Company enters into hedging transactions
to cover exchange rate and interest rate risk through various instruments like currency forward, option, principal
swap, interest rate swap and forward rate agreements. We currently engaged in borrowing from the foreign
market in foreign currency. The enhanced level of borrowing will expose PFC to fluctuations in foreign
exchange rates which may have adverse effects on financial results of the corporation. As on 31st March, 2011
our outstanding foreign currency borrowing is 5.81% approx. Although we have in place currency risk management
policy to manage risk associated with foreign currency borrowing but there is no assurance that it will remain
effective over a period of time. We expect our Company may be exposed to fluctuations in foreign currency
rates with the increased foreign currency borrowings. Volatility in foreign exchange could adversely affect our
financial conditions. As on March, 31 2011, we had entered into hedging transaction or lent on back-to-back
basis to cover 14.87% of its foreign currency principal exposure. 47. Significant differences exist between Indian
GAAP and IFRS which may be material to investor’s assessment of our financial condition. We may be required
to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the
adoption of, and convergence with, IFRS announced by the Ministry of Corporate Affairs, GoI in January, 2010.
The convergence of certain Indian Accounting Standards with IFRS was notified by the Ministry of Corporate
Affairs on February 25, 2011. The date of implementing such converged Indian accounting standards has not
yet been determined, and will be notified by the Ministry of Corporate Affairs in due course after various taxrelated and other issues are resolved. Our financial condition, results of operations, cash flows or changes in
shareholders’ equity may appear materially different under IFRS than under Indian GAAP. This may have a
material adverse effect on the amount of income recognized during that period and in the corresponding
period in the comparative period. In addition, in our transition to IFRS reporting, we may encounter difficulties
in the ongoing process of implementing and enhancing our management information systems. Moreover, our
transition may be hampered by increasing competition and increased costs for the relatively small number of
IFRS-experienced accounting personnel available as more Indian companies begin to prepare IFRS financial
statements. 48. There is a significant risk due to changes in Environment norms being followed for the thermal
power projects with the corporation’s main focus for financing of thermal projects, it may pose problems in future.
With the adoption of norms provided for the climate conservation in line with the global parameters there may
be risk for the environmental norms being followed for the thermal power projects which is the PFC’s major
focus in financing of the generation projects. This may pose a problem in the future sanctions/ disbursements
and also the timely implementation of these Power Projects. Consequently any delay in implementation of
these projects will have adverse impact on the financials of the Corporation. 49. As the Company adopts
Information Technology the risk exists for the possibilities of IT frauds. With the computerization of the accounting,
payroll, human resource systems and in other areas of PFC, there is every possibility of fraud related to hacking
of internal systems, possibility of manual intervention which may lead to frauds.
RISKS RELATING TO THE INDIAN ECONOMY
We are an Indian company and all of our assets and customers are located in India. Consequently, our
financial performance will be influenced by political, social and economic developments in India and in
particular by the policies of the GoI.
50. A slowdown in economic growth in India could adversely impact our business. ; 51. Private participation in the
power sector in India is dependent on the continued growth of the Indian economy and regulatory developments
in India. Any adverse change in policy/implementation/industry demand may adversely affect us.; 52. Significant
shortages in the supply of crude oil, natural gas or coal could adversely affect the Indian economy and the power
sector projects to which we have exposure, which could adversely affect us.; 53. Political instability or changes in
the government could delay the liberalization of the Indian economy and adversely affect economic conditions in
India generally, which could impact our financial results and prospects.; 54. Difficulties faced by other financial
institutions or the Indian financial sector generally could cause our business to suffer. ; 55. Terrorist attacks, civil
unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets
and our business. ; 56. Natural calamities could have a negative impact on the Indian economy and cause our
business to suffer. ; 57. Changes in legislation, including tax legislation, or policies applicable to us could adversely
affect our results of operations. ; 58. Our ability to raise foreign currency borrowings may be constrained by Indian
law. ; 59. Any downgrading of our debt rating or India’s sovereign rating by a credit rating agency could have a
negative impact on our business. ; 60. The Indian and global financial sector is very competitive and the ability of
banks and financial institutions to grow depends on their ability to compete effectively. ; 61. There may be other
changestotheregulatoryframeworkthatcouldadverselyaffectus.; 62. Direct capital market access by our borrowers
could adversely affect us. ; 63. Recent global economic conditions have been unprecedented and challenging and
have had, and continue to have, an adverse effect on the Indian financial markets and the Indian economy in general,
which has had, and may continue to have, a material adverse effect on our business, financial condition and results
of operations.; 64. Companies operating in India are subject to a variety of central and State government taxes and
surcharges. - - For complete details of Industry related risks, please refer to page 24 of the Shelf Prospectus.
RISKS RELATING TO THE BONDS
65. There has been no prior public market for the Bonds and it may not develop in the future, and the price of the
Bonds may be volatile. The Bonds have no established trading market. Moreover, the Bonds are subject to
statutory lock-in for a minimum period of five years from the Deemed Date of Allotment and no trading market
would exist or be established for the Bonds for the said period despite the Bonds being listed on BSE. Even
after the expiry of the Lock-in Period, there can be no assurance that a public market for these Bonds would
develop. There can be no assurance that an active public market for the Bonds will develop or be sustained.
The liquidity and market prices of the Bonds can be expected to vary with changes in market and economic
conditions, our financial condition and prospects and other factors that generally influence market price of
Bonds. Such fluctuations may significantly affect the liquidity and market price of the Bonds, which may trade
at a discount to the price at which you purchase the Bonds. 66. The Bonds are classified as ‘long term
infrastructure bonds’ eligible for tax benefits under Section 80CCF of the Income Tax Act, up to an amount of `
20,000, on subscription to the Bonds. In the event your investment in the Bonds exceeds`20,000 in any assessment
year, you will be eligible for benefits under Section 80CCF of the Income Tax Act only for an amount up to `20,000.
The Bonds are classified as ‘long term infrastructure bonds’ issued in terms of Section 80CCF of the Income
Tax Act and the notification dated September 9, 2011, issued by the MoF. In accordance with Section 80CCF
of the Income Tax Act, the amount, not exceeding ` 20,000, paid or deposited as subscription to ‘long-term
infrastructure bonds’ during the previous year relevant to the assessment year beginning April 1, 2012 shall
be deducted in computing the taxable income of a resident individual or HUF. In the event any Applicant
applies for the Bonds in excess of ` 20,000, the aforementioned tax benefit will be available to such Applicant
only to the extent of ` 20,000. Subscription to Bonds for an additional amount or interest on the Bonds will
not be eligible for deduction from taxable income. 67. The legal regime in respect of the issuance of ‘long term
infrastructure bonds’ with associated tax benefits has been recently introduced and its implementation and efficiency
are yet to be established. The legal regime in relation to the issuance of ‘long term infrastructure bonds’, with
associated tax benefits on investment, was introduced in the Finance Bill of 2010 and extended in the Finance
Bill of 2011 till Fiscal 2012. Pursuant to a notification dated September 9, 2011, the MoF, issued terms and
conditions required for issuance of ‘long term infrastructure bonds’ by the Company. We cannot assure you that
the tax benefits offered for investment in such ‘long term infrastructure bonds’ would be continued in the future.
Further, we cannot assure you that any other company would be issuing such ‘long term infrastructure bonds’
in the future and that a market for such bonds will develop or be sustained in the future. Further, there is no
assurance as to whether the proposed tax changes to the income tax regime pursuant to the notification of
the draft Direct Tax Code (“DTC”) may result in the extinguishment of benefits available under Section 80CCF
of the Income Tax Act, thus restricting any similar issuances in the future and affecting the public market for
the Bonds. 68. There is no guarantee that the Bonds issued pursuant to this Issue will be listed on BSE in a timely
manner, or at all. In accordance with Indian law and practice, permissions for listing and trading of the Bonds
issued pursuant to this Issue will not be granted until after the Bonds have been issued and allotted. Approval
for listing and trading will require all relevant documents authorising the issuing of Bonds to be submitted.
There could be a failure or delay in listing the Bonds on the BSE. 69. You may not be able to recover, on a
timely basis or at all, the full value of the outstanding amounts and/or the interest accrued thereon in connection
with the Bonds. Our ability to pay interest accrued on the Bonds and/or the principal amount outstanding from
time to time in connection therewith would be subject to various factors, including our financial condition,
profitability and the general economic conditions in India and in the global financial markets. We cannot
assure you that we would be able to repay the principal amount outstanding from time to time on the Bonds
and/or the interest accrued thereon in a timely manner, or at all. 70. A debenture redemption reserve will be
created, up to an extent of 50% for the Bonds. The Department of Company Affairs General Circular No.9/2002
No.6/3/2001-CL.V dated April 18, 2002 specifies that a Public Financial Institution (“PFI”) shall create debenture
redemption reserve to the extent of 50% of the value of the debentures issued through public issue. Therefore,
we will maintain a debenture redemption reserve only to the extent of 50% of the Bonds issued and the
Bondholders may find it difficult to enforce their interests in the event of or to the extent of a default in excess
of such reserve. 71. Changes in interest rates may affect the price of the Bonds. All securities where a fixed rate
of interest is offered, such as the Bonds, are subject to price risk. The price of such securities wil vary inversely
with changes in prevailing interest rates, i.e., when interest rates rise, prices of fixed income securities fall and
when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing
coupon rate, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased
rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative
effect on the trading price of the Bonds. 72. The Bondholders are required to comply with certain lock-in
requirements. The Bondholders are required to hold the Bonds for a minimum period of five years before they
can sell their holding or utilise the buyback option offered by the Company. This will result in a lack of liquidity
for the Bondholders during such Lock-in Period. Additionally, after the Lock-in Period, the Company will
provide for buyback of the Bonds on the Buyback Date, in the manner prescribed under the prospectus. In the
event a holder of Bonds, who has not opted for the buyback facility in the Application Form, fails to inform
the Company during the Buyback Intimation Period or any other period as mentioned in the respective Tranche
Prospectus, of his or her intention to utilise the buyback facility offered by the Company, such Bonds, shall
not be bought back by the Company on the Buyback Date. In such a case, a Bondholder may, after expiry
of the Lock-in Period, sell or dispose of those Bonds on the stock exchange. In the event a holder of Bonds,
who has opted for the buyback facility in the Application Form, fails to inform the Company during the Buyback
Intimation Period, of his or her intention not to utilise the buyback facility offered by the Company, such Bonds
shall be compulsorily bought back by the Company on the Buyback Date. 73. Any downgrading in credit rating
of our Bonds may affect the trading price of our Bonds. The Bonds proposed to be issued under this Issue have
been rated ‘AAA/Stable’ by CRISIL and ‘AAA’ with stable outlook by ICRA. These ratings may be suspended,
withdrawn or revised at any time. Any revision or downgrading in the credit rating may lower the trading price
of the Bonds and may also affect our ability to raise further debt. 74. Payments made on the Bonds will be
subordinated to certain tax and other liabilities preferred by law. The Bonds wil be subordinated to certain
liabilities preferred by law such as to claims of the GoI on account of taxes, and certain liabilities incurred in
the ordinary course of our transactions. In particular, in the event of bankruptcy, liquidation or winding-up, our
assets will be available to pay obligations on the Bonds only after all of those liabilities that rank senior to
these Bonds have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient
assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the Bonds.
Further, there is no restriction on the amount of debt securities that we may issue that may rank above the
Bonds. The issue of any such debt securities may reduce the amount recoverable by investors in the Bonds
on our bankruptcy, winding-up or liquidation.
GENERAL INFORMATION
Our Company was incorporated on July 16, 1986 as a public limited company under the Companies Act. We
received a certificate for commencement of business on December 31, 1987. The GoI incorporated our
Company as a financial institution in order to finance, facilitate and promote power sector development in
India with the President of India holding 100% of our equity share capital at the time of incorporation and
at present its shareholding is 73.72%.
Registered and Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi- 110 001,
India. Tel.: +91 11 2345 6000, Fax: +91 11 2341 2545, Website: www.pfc.gov.in
Registration: Details: Registration/Identification number: Registration Number, 24862, Corporate Identity Number,
L65910DL1986GOI024862, RBI Registration Number classifying Company as Infrastructure Finance Company,
B-14.00004, For details on changes in our Registered Office, see “History and Certain Corporate Matters” on page
91 of the Shelf Prospectus.
Address of the Registrar of Companies Our Company is registered at the office of:The Registrar of Companies
National Capital Territory of Delhi and Haryana 4th Floor, IFCI Tower, 61, Nehru PlaceNew Delhi 110 019,
IndiaTel: +91 (11) 2623 5704Fax: +91 (11) 2623 5702
Credit Rating and Rationale: Letter dated August 25, 2011 of CRISIL assigning ‘AAA/Stable’ (Pronounced
‘Triple A with stable outlook’) rating for our infrastructure bonds aggregating to ` 6,900 crores and letter dated
September 7, 2011 of ICRA assigning ‘AAA’ with a ‘Stable’ outlook for our long-term infrastructure bonds of
` 6,900 crores (part of ` 27,500 crores long term borrowings programmes for the financial year 2011-12). For
details in relation to the rationale for the credit rating by CRISIL and ICRA, see Annexure II of the Shelf Prospectus.
Expert Opinion: Except the letters dated August 25, 2011 and September 7, 2011 issued by CRISIL and ICRA,
respectively, in respect of the credit rating for the Bonds, and the report dated August 27, 2011 on our financial
statements and statement of tax benefits dated August 27, 2011 issued by Raj Har Gopal & Co. and N.K.
Bhargava & Co., Statutory Auditors of the Company, the Company has not obtained any expert opinion.
Minimum Subscription: In terms of the SEBI Debt Regulations, an issuer undertaking a public issue of debt
securities is required to disclose the minimum amount of subscription that it proposes to raise through the issue
in the offer document. In the event that an issuer does not receive the minimum subscription disclosed in the
offer, all application monies received in the public issue are required to be refunded forthwith. The Company
has decided to set no minimum subscription for this Issue.
Issue Programme: The Issue shall remain open for subscription during banking hours for the period indicated
below,. except that the Issue may close on such date as may be decided by the Board. In the event of an
early closure of the Issue , the Company shall ensure that notice is provided to the prospective investors through
newspaper advertisements, at least three days prior to such earlier date of Issue closure.
ISSUE PROGRAMME
ISSUE OPENS ON
THURSDAY, SEPTEMBER 29, 2011
ISSUE CLOSES ON
FRIDAY, NOVEMBER 4, 2011
CAPITAL STRUCTURE
Our share capital as on the date of the Shelf Prospectus is set forth below:
Aggregate value
(` in crore)
Authorised share capital
2,000,000,000 Equity Shares of `10 each
2,000.00
Issued, subscribed and paid up share capital
1,319,931,705 Equity Shares of `10 each
1,319.93
Securities premium account
4,088.62
For details regarding the Share Capital History of the Company, Shareholding Pattern, List of
Top.10 Equity /Debentures/Bondholders, Debt Equity Ratio and Indebtedness, please refer to
section titled “Capital Structure” on page 42 of the Shelf Prospectus.
OBJECTS OF THE ISSUE
Issue Proceeds : This is a public issue of ‘long term infrastructure bonds’ of face value of ` 5,000 each, in the
nature of secured, redeemable, non-convertible debentures, having benefits under section 80CCF of the
Income Tax Act, 1961, as amended, aggregating ` 200 crores with an option to retain an oversubscription
upto the (i.e.` 6,900 crores) which does not exceed 25% of incremental infrastructure investment made by
the Company in Fiscal 2011. The funds raised through this Issue will be utilized towards ‘infrastructure lending’
as defined by the RBI in the regulations issued by it from time to time, after meeting the Issue expenses. The
Bonds will be in the nature of debt and will be eligible for capital allocation and accordingly will be utilized
in accordance with statutory and regulatory requirements including requirements of the MoF. The main objects
clause of our Memorandum of Association permits our Company to undertake its existing activities as well as
the activities for which the funds are being raised through this Issue. In accordance with the SEBI Debt
Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisition of
shares of our Subsidiaries. Further, our Company is a public sector enterprise and, as such, we do not have
any identifiable ‘group’ companies or ‘companies under the same management’. The Issue proceeds shall not
be utilized towards full or part consideration for the purchase or any acquisition, including by way of a lease,
of any property.
Issue Expenses : A portion of the Issue proceeds will be used to meet Issue expenses. The estimated issue
expenses for Tranche-1 is approximately ` 6.36 Crores, the breakup of which is given as under:- Particulars;
Amount(`inCrores);Percentageofnetproceeds(IssueproceedslessIssueexpenses)oftheIssue(in%);Percentage
of total expenses of the Issue (in %) : Fees payable to Intermediaries : Lead Managers, 0.18, 0.0900%, 2.83%;
Registrar to the Issue, 0.55, 0.2750%, 8.65%; *Advisors, 0.07, 0.0347%, 1.09%; * Debenture Trustee, 0.06,
0.0290%, 0.91%; advertising and marketing, 0.50, 0.2500%, 7.87%; Selling and Brokerage commission, 3.50,
1.7500%, 55.06%; Other Miscellaneous Expenses 1.50 , 0.7500%, 23.60%; Total, 6.36 , 3.1786%, 100.00%.
*Includes fees payable for all the tranches under the Shelf Prospectus.
Monitoring of Utilization of Funds : In terms of the SEBI Debt Regulations, there is no requirement for
appointment of a monitoring agency in relation to the use of proceeds of the Issue. Our Board of Directors
shall monitor the utilisation of the proceeds of the Issue. Our Company will disclose in our financial statements
for the relevant fiscal commencing from Fiscal 2012, the utilization of the proceeds of the Issue under a
separate head along with any details in relation to all such proceeds of the Issue that have not been utilized
thereby also indicating investments, if any, of such unutilized proceeds of the Issue. The Company shall also
file these along with term sheets to the Infrastructure Division, Department of Economic Affairs, MoF, within
three months from the end of financial year. We shall utilize the proceeds of the Issue only upon the execution
of the documents for creation of security as stated in the Tranche Prospectus in the section titled ¯ ”Terms of
the Issue – Security” on page 37 and upon the listing of the Bonds.
POWER FINANCE CORPORATION LIMITED
7
IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
STATEMENT OF TAX BENEFITS: Under the current tax laws, the following possible tax benefits, inter alia, wil
be available to the Debenture Holder. This is not a complete analysis or listing of all potential tax consequences
of the subscription, ownership and disposal of bond, under the current tax laws presently in force in India. The
benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments
to the law or enactments thereto. The Debenture Holder is advised to consider in his own case the tax
implications in respect of subscription to the Debentures after consulting his tax advisor as alternate views are
possible. We are not liable to the Debenture Holder in any manner for placing reliance upon the contents of
this statement of tax benefits. A. INCOME TAX: 1. Deduction u/s 80CCF: (a) According to section 80CCF, an
amount not exceeding Rupees twenty thousand invested in long term infrastructure bonds shall be allowed
to be deducted from the total income of an Individual or Hindu Undivided Family. This deduction shall be
available over and above the aggregate limit of Rs. One Lakh as provided under sections 80C, 80CCC and
80CCD read with section 80CCE; (b) Section 80CCF reads as “In computing the total income of an assessee,
being an individual or a Hindu undivided family, there shall be deducted, the whole of the amount, to the
extent such amount does not exceed twenty thousand rupees, paid or deposited, during the previous year
relevant to the assessment year beginning on the 1st day of April, 2012, as subscription to long term
infrastructure bonds as may, for the purposes of this section, be notified by the Central Government; 2. No
income tax is deductible at source on interest on debentures as per the provisions of section 193 of the I.T.
Act in respect of the following: (a) In case the payment of interest on debentures to resident individual
Debenture Holder by company by an account payee cheque and such debentures being listed on a recognized
stock exchange in India, provided the amount of interest or the aggregate of the amounts of such interest paid
or likely to be paid during the financial year does not exceed Rs 2500; (b) When the Assessing Officer issues
a certificate on an application by a Debenture Holder on satisfaction that the total income of the Debenture
Holder justifies nil/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act and
that certificate is filed with the Company before the prescribed date of closure of books for payment of bond
interest. (c) When the resident Debenture Holder (not being a company or a firm or a senior citizen) submits
a declaration to the payer in the prescribed Form 15G verified in the prescribed manner to the effect that the
tax on his estimated total income of the financial year in which such income is to be included in computing
his total income will be ‘nil’ as per the provisions of Section 197A (1A) of the I.T. Act. Under Section 197A
(1B) of the I.T. Act, Form 15G cannot be submitted nor considered for exemption from deduction of tax at
source if the aggregate of income of the nature referred to in the said section, viz. dividend, interest, etc as
prescribed therein, credited or paid or likely to be credited or paid during the financial year in which such
income is to be included exceeds the maximum amount which is not chargeable to tax. To illustrate, the
maximum amount of income not chargeable to tax in case of individuals (other than women assessees and
senior citizens) and HUFs is Rs 180,000, in case of women assesses is Rs.190, 000, in case of senior citizen
who are 60 or more years of age is Rs. 250,000 and in case of senior citizen who are 80 or more years of
age is Rs. 500,000 for financial year 2011-12. Senior citizens, who are 60 or more years of age at any time
during the financial year, enjoy the special privilege to submit a self declaration to the payer in the prescribed
Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A (1C) of the I.T.
Act even if the aggregate income credited or paid or likely to be credited or paid exceed the maximum amount
not chargeable to tax i.e. Rs 250,000 or Rs. 5,00,000 for very senior citizen for FY 2011-12, provided tax on
his estimated total income of the financial year in which such income is to be included in computing his total
income will be nil. (d) On any securities issued by a company in a dematerialized form listed on recognized
stock exchange in India. (w.e.f. 1.06.2008). In all other situations, tax would be deducted at source as per
prevailing provisions of the I.T. Act; 3. Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the
I.T. Act, a listed debenture is treated as a long term capital asset if the same is held for more than 12 months
immediately preceding the date of its transfer. Under section 112 of the I.T. Act, capital gains arising on the
transfer of long term capital assets being listed securities are subject to tax at the rate of 20% of capital gains
calculated after reducing indexed cost of acquisition or 10% of capital gains without indexation of the cost of
acquisition. The capital gains will be computed by deducting expenditure incurred in connection with such
transfer and cost of acquisition/ indexed cost of acquisition of the debentures from the sale consideration. In
case of an individual or HUF, being a resident, where the total income as reduced by the long term capital
gains is below the maximum amount not chargeable to tax i.e. Rs 180,000 in case of all individuals, Rs
190000 in case of women, Rs 250,000 in case of senior citizens and Rs. 500,000 in case of very senior citizens,
the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short
of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term
capital gains shall be computed at the rate of ten per cent in accordance with and the proviso to sub-section
(1) of section 112 of the I.T. Act read with CBDT Circular 721 dated September 13, 1995. A 2% education
cess and 1% secondary and higher education cess on the total income tax (including surcharge) is payable
by all categories of tax payers. 4. Short-term capital gains on the transfer of listed debentures, where debentures
are held for a period of not more than 12 months would be taxed at the normal rates of tax in accordance
with and subject to the provision of the I.T. Act. The provisions related to minimum amount not chargeable
to tax, surcharge and education cess described at para 3 above would also apply to such short-term capital
gains. 5. In case the debentures are held as stock in trade, the income on transfer of debentures would be
taxed as business income or loss in accordance with and subject to the provisions of the I.T. Act. 6. (i) Under
section 54 EC of the Act and subject to the conditions and to the extent specified therein, long term capital
gains arising to the bondholders on transfer of their bonds in the company shall not be chargeable to tax to
the extent such capital gains are invested in certain notified bonds within six months from the date of transfer.
If only part of the capital gain is so invested, the exemption shall be proportionately reduced. However, if the
said notified bonds are transferred or converted into money within a period of three years from their date of
acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital
gains in the year in which the bonds are transferred or converted into money. Where the benefit of section
54EC of the Act has been availed of on investments in the notified bonds, a deduction from the income with
reference to such cost shall not be allowed under section 80 C of the Act. (ii) As per the provisions of section
54F of the Act and subject to conditions specified therein, any long-term capital gains (not being residential
house) arising to bondholder who is an individual or Hindu Undivided Family, are exempt from capital gains
tax if the entire net sales considerations is utilised, within a period of one year before, or two years after the
date of transfer, in purchase of a new residential house, or for construction of residential house within three
years from the date of transfer. If part of such net sales consideration is invested within the prescribed period
in a residential house, then such gains would be chargeable to tax on a proportionate basis. Provided that
the said bondholder should not own more than one residential house at the time of such transfer. If the
residential house in which the investment has been made is transferred within a period of three years from
the date of its purchase or construction, the amount of capital gains tax exempted earlier would become
chargeable to tax as long term capital gains in the year in which such residential house is transferred. Similarly,
if the shareholder purchases within a period of two years or constructs within a period of three years after the
date of transfer of capital asset, another residential house (other than the new residential house referred
above), then the original exemption will be taxed as capital gains in the year in which the additional
residential house is acquired. 7. As per section 56(2)(vii) of the I.T. Act, in case where individual or Hindu
undivided Family receives debentures from any person on or after 1st October, 2009; A. without any consideration,
aggregate fair market value of which exceeds fifty thousand rupees, then the whole of the aggregate fair
market value of such bonds/debentures or; B. for a consideration which is less than the aggregate fair market
value of the debenture by an amount exceeding fifty thousand rupees, then the aggregate fair market value
of such property as exceeds such consideration; shall be taxable as the income of the recipient. Provided
further that this clause shall not apply to any sum of money or any property received— (a) from any relative;
or (b) on the occasion of the marriage of the individual; or (c) under a will or by way of inheritance; or (d)
in contemplation of death of the payer or donor, as the case may be; or (e) from any local authority as defined
in the Explanation to clause (20) of section 10; or (f) from any fund or foundation or university or other
educational institution or hospital or other medical institution or any trust or institution referred to in clause
(23C) of section 10; or (g) from any trust or institution registered under section 12AA. B. WEALTH TAX: Wealthtax is not levied on investment in debentures under section 2(ea) of the Wealth-tax Act, 1957. C. Proposals
made in Direct Taxes Code: The Hon’ble Finance Minister has presented the Direct Tax Code Bil , 2010 (‘DTC
Bill’) on August 30, 2010, which is proposed to be effective from April 1, 2012. The DTC Bill is likely to be
presented before the Indian Parliament. Accordingly, it is currently unclear what effect the Direct Tax Code
would have on the investors.
INDUSTRY OVERVIEW : For details, please refer to the section titled “Industry Overview” starting on page 49
of the Shelf Prospectus.
OUR BUSINESS : Background: We are a leading financial institution in India focused on the power sector. We
were established as an integral part of, and continue to play a strategic role in, the GoI’s initiatives for the
development of the power sector in India. We work closely with GoI instrumentalities, State governments and
power sector utilities, other power sector intermediaries and private sector clients for the development and
implementation of policies and structural and procedural reforms for the power sector in India. In addition, we
are involved in various GoI programs for the power sector, including acting as the nodal agency for the UMPP
program and the R-APDRP and as a bid process coordinator for the ITP scheme. We provide a comprehensive
range of financial products and related advisory and other services from project conceptualization to the postcommissioning stage for our clients in the power sector, including for generation (conventional and renewable),
transmission and distribution projects as well as for related renovation and modernization projects. We provide
various fund based financial assistance, including project finance, short-term loans, buyer’s line of credit and
debt refinancing schemes, as well as non-fund based assistance including default payment guarantees and
letters of comfort. We also provide various fee-based technical advisory and consultancy services for power
sector projects. We have well established relationships with the GoI and State governments, regulatory authorities,
major power sector organizations, Central and State power utilities, as well as private sector power project
developers. We have also strategically expanded our focus areas to include projects that represent forward and
backward linkages to the core power sector projects, including procurement of capital equipment for the power
sector, fuel sources for power generation projects and related infrastructure development. We also intend to
fund power trading initiatives.
For further details, please refer to the section titled “Business” starting on page 59 of the Shelf Prospectus.
REGULATIONS AND POLICIES : For details, please refer to the section titled “Regulations and Policies”
starting on page 80 of the Shelf Prospectus.
HISTORY AND CERTAIN CORPORATE MATTERS : Our Main Objects: Our main objects, as contained in Clause
8
POWER FINANCE CORPORATION LIMITED
III A of our Memorandum of Association, are: To finance power projects, in particular thermal and hydroelectric
projects; To finance power transmission and distribution works; To finance renovation and modernization
of power plants aimed at improving availability and performance of such plants; To finance system
improvement and energy conservation schemes; To finance maintenance and repair of capital equipment
including facilities for repair of such equipment, training of engineers and operating and other personnel
employed in generation, transmission and distribution of power; To finance survey and investigation of
power projects; To finance studies, schemes, experiments and research activities associated with various
aspects of technology in power development and supply; To finance promotion and development of other
energy sources including alternate and renewable energy sources; To promote, organize or carry on consultancy
services in the related activities of the Company; To finance manufacturing of capital equipment required
in power sector; and To finance and to provide assistance for those activities having a forward and backward
linkage, for the power projects, including but not limited to, such as development of coal and other mining
activities for use as a fuel in power project, development of other fuel supply arrangements for power sector,
electrification of railway lines, laying of railway lines, roads, bridges, ports and harbours, and to meet such
other enabling infrastructure facilities that may be required. The main objects clause and the objects incidental
or ancillary to the main objects of our Memorandum of Association enable us to undertake our existing
activities and the activities for which the funds are being raised through this Issue. For further details, please
refer to the section titled “History and Certain Corporate Matters” starting on page 91 of the Shelf Prospectus.
MANAGEMENT
Board of Directors: As per the Articles of Association of the Company, the number of directors of the company
shall not be less than three and more than twelve. The general superintendence, direction and management
of the affairs and business of our Company is vested in the Board of Directors who shall exercise all powers
and do all acts and deeds, as the company is authorized to exercise and do, except those which can be
exercised by the company in the general meeting, as per the Companies Act, 1956 or its Memorandum and
Articles of Association. Presently, there are ten Directors on our Board consisting of four executive directors and
six non-executive directors including one government nominee & five non-official part-time directors as
independent directors, as per office order of Government of India. The appointment, as well as terms and
conditions of whole-time directors including chairman and managing director are also approved by Government
of India vide their respective office orders.
The following are the Directors of our Company : 1. Mr. Satnam Singh; 2. Mr. Mukesh Kumar Goel; 3.
Mr. Rajeev Sharma; 4. Mr. Radhakrishnan Nagrajan; 5. Mr. Devender Singh; 6. Mr. Ravindra Harshadrai
Dholakia, 7. Mr. P. Murali Mohana Rao, 8. Mr. Suresh Chand Gupta, 9. Mr. Ajit Prasad, 10. Mr. Krishna
Mohan Sahni. For further details, relating to Board of Directors, please see the section titled
“Management” on page 102 of the Shelf Prospectus.
STOCK MARKET DATA FOR OUR EQUITY SHARES/DEBENTURES: For complete information, please refer
to Annexure - III of the Shelf Prospectus.
FINANCIAL INFORMATION
Statement of Consolidated Assets & Liabilities
(` in crore)
Description
Schedule
As at
As at
As at
Number 31.03.2011 31.03.2010 31.03.2009
I. SOURCES OF FUNDS
(1) Share Holder’s Funds
(a) Share Capital
1
1147.77 1147.77 1147.77
(b) Reserves & Surplus
2
14093.04 12143.80 10369.78
15240.81 13291.57 11517.55
(2) Loans Funds
Secured Loans
3
235.36
0.00
0.00
Unsecured Loans
3
85363.21 67108.41 52160.15
85598.57 67108.41 52160.15
(3) Interest Subsidy Fund from GOI
451.87
663.49
908.94
(4) Deferred Tax Liablity (Net of Asset )
82.90
46.93
55.48
Total
101374.15 81110.40 64642.12
II . APPLICATION OF FUNDS
(1) Fixed Assets
4
(a) Gross Block
99.15
93.31
97.37
Less : Depreciation
24.57
20.47
22.19
Net Block
74.58
72.84
75.18
(c) Capital Works in Progress
2.28
1.73
0.00
(2) Investments
5
26.63
30.02
35.08
(3) Loans
6
99570.74 79855.76 64428.99
(4) Current Assets, Loans & Advances
7
(a) Cash & Bank Balances
2444.19 1460.39
418.99
(b) Other Current Assets
1943.64 1599.14 1345.35
(c) Loans & Advances
663.18
504.85
449.89
5051.01 3564.38 2214.23
Less : Current Liabilities & Provisions
8
(a) Current Liabilites
3040.47 2167.23 1880.38
(b) Provisions
310.82
247.10
231.02
3351.29 2414.33 2111.40
Net Current Assets
1699.72 1150.05
102.83
(5) MISCELLANEOUS EXPENDITURE
(To the extent not written-off or adjusted)
Preliminary Expenses
0.20
0.00
0.04
101374.15 81110.40 64642.12
Statement of Consolidated Profits
(` in crore)
Description
Schedule Year ended Year ended Year ended
Number 31.03.2011 31.03.2010 31.03.2009
INCOME
Operating Income
9
10174.95 8043.20 6572.02
Other Income
10
39.15
78.51
27.58
Exchange Risk Management
Account written back
Total
10214.10 8121.71 6599.60
EXPENSES
Interest and other charges
11
6426.46 4915.39 4436.61
Bonds Issue Expenses
12
63.05
43.79
65.68
Personnel & Administration Expenses
13
102.11
114.93
84.03
Depreciation
4.31
3.40
3.85
Amortisation of Intangible Assets
0.77
0.43
0.28
Provision for Contingencies
31.79
-0.57
2.17
Provision for decline in value of investments
-0.06
-1.52
1.49
Preliminary Expenses written off
0.00
0.34
0.01
Total
6628.43 5076.19 4594.12
Profit for the year
3585.67 3045.52 2005.48
Prior Period adjustments
14
-0.08
0.10
0.02
Profit before tax
3585.59 3045.62 2005.50
Less(-)/Add(+) : Provision for taxation
- Current Year :- Tax
-912.94 -811.66 -497.27
- Earlier Years :- Tax
10.45
135.79
32.61
Less/Add: Deferred tax liability(-)/Asset(+)
- Current Year
-35.98
8.55
-43.61
- Reversal of DTL of Earlier Years
0.00
0.00
483.24
(Refer Note No.19 of Schedule-18,
Less(-) / Add(+) : Provision for fringe benefit tax
0.00
0.00
-0.78
Profit after tax available for appropriations
15
2647.12 2378.30 1979.69
For further details, please refer to the Shelf Prospectus.
LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS : Except as described in the Shelf Prospectus,
there are no outstanding litigations, suits or criminal or civil prosecutions, proceedings or tax liabilities against
us, our Directors, our Subsidiaries, that would have a material adverse effect on our business and there are
no defaults, non-payment or overdue of statutory dues, institutional / bank dues and dues payable to holders
of any debentures, bonds and fixed deposits that would have a material adverse effect on our business other
than unclaimed liabilities against us, our Directors, our subsidiaries, as of the date of the Shelf Prospectus.
For details, please refer to the section titled “Legal and Other Information Outstanding Litigation
and Material Developments” starting on page 126 of the Shelf Prospectus.
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue : The Board of Directors, at their meeting held on March 17, 2011 have approved the
Issue of ‘long term infrastructure bonds’ in one or more tranche(s), of secured, redeemable, non-convertible,
cumulative/ non-cumulative debentures of face value of ` 5,000 each, having benefits under Section 80CCF
of the Income Tax Act, for an amount up ` 6,900 crores, subject to the provisions of the Notification. In
accordance with the terms of the Notification, the aggregate value of the Issue of Bonds (having benefits under
Section 80CCF of the Income Tax Act) by the Company during the Fiscal 2012 shall not exceed 25% of the
incremental infrastructure investment made by the Company during the Fiscal 2011.
Eligibility to make the Issue : The Company, the persons in control of the Company and its promoter have not
been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in securities
and no such order or direction is in force.
Consents : Consents in writing of the Directors, the Compliance Officer, the Statutory Auditors, Bankers to the
Company, Bankers to the Issue, Lead Managers, Lead Brokers, Registrar to the Issue, Legal Advisors to the
Issue, Credit Rating Agencies and the Debenture Trustee for the Bondholders, to act in their respective
capacities, have been obtained and shall be filed along with a copy of each tranche prospectus with the RoC.
The Company has appointed PNB Investment Services Limited as Debenture Trustee under regulation 4(4) of the
SEBI Debt Regulations. The Debenture Trustee has given its consent to the Company for its appointment under
regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities.
Common Form of Transfer : There shall be a common form of transfer for the Bonds held in physical form and
relevant provisions of the Companies Act and all other applicable laws shall be duly complied with in respect
of all transfer of the Bonds and registration thereof.
No Reservation or Discount : There is no reservation in this Issue nor wil any discount be offered in this Issue,
to any category of investors.
Previous Public or Rights Issues by the Company during last five years : In February 2007, the company came
out with a public issue of 117,316,700 equity shares of ` 10/- each at a premium of `75/- each. The issue
opened on January 31, 2007 and closed on February 06, 2007. The date of allotment and the date of refund
was February 19, 2007. The Equity shares offered pursuant to such issue were listed on February 23, 2007
on the stock exchange. In February 2011, the Company had also undertaken a public issue of ‘long term
infrastructure bonds’ of face value of ` 5,000 each at par, in the nature of secured, redeemable, nonconvertible debentures for an amount upto ` 5300 Crores. These long term infrastructure bonds are outstanding
as on the date of this Prospectus Tranche-1. The issue opened on February 24, 2011 and closed on March
22, 2011. The date of allotment and the date of refund was March 31, 2011. The long term infrastructure
bonds offered pursuant to such issue were listed on April 13, 2011 on the stock exchange. In May 2011, the
company came out with a Further Public Offer of 229,553,340 equity shares of ` 10 each at a premium of
` 193 each, comprising of Fresh Issue of 172,165,005 Equity Shares and an Offer for Sale of 57,388,335
Equity Shares alongwith an Employee Reservation Portion of 275,464 Equity Shares. Discount of 5% to the
Issue Price being ` 10.15 per Equity Share determined pursuant to completion of the Book Building Process
was offered to Eligible Employees and to Retail Bidders. The issue opened on May 10, 2011 and closed
on May 12, 2011 for QIB bidders and May 13, 2011 for all other bidders. The date of allotment was May
24, 2011 and the date of refund was May 24, 2011. The Equity shares offered pursuant to such issue were
listed on May 27, 2011 on the stock exchange. There has been no further public or right issue after that.
Commission or Brokerage on Previous Public Issues : Our Company incurred an aggregate amount of ` 2.87
crore plus service tax on account of fees and selling commission in relation to its issue of long term infrastructure
bonds undertaken in fiscal 2011.
Change in auditors of our Company during the last three years : For Fiscal 2008 and 2009, Bansal Sinha & Co.,
Chartered Accountants were the statutory auditors of our Company. In Fiscal 2009 and 2010, our Board
appointed, as approved by the Office of Comptroller and Auditor General of India, K.K. Soni & Co., Chartered
Accountants as our statutory Auditors. In Fiscal 2010, our Board appointed, as approved by the Office of
Comptroller and Auditor General of India, Raj Har Gopal & Co., Chartered Accountants as our Statutory
Auditors, jointly with K.K. Soni & Co. In Fiscal 2011, our Board appointed, Mehra Goel & Co., Chartered
Accountants, as approved by the Office of Comptroller and Auditor General of India, in place of K.K. Soni &
Co. Our financial statements for the Fiscal March 31, 2011, were audited jointly by Raj Har Gopal & Co.,
Chartered Accountants and Mehra Goel & Co., Chartered Accountants. In Fiscal 2012, our Board appointed,
as approved by the Office of Comptroller and Auditor General of India, N.K. Bhargava & Co., Chartered
Accountants as our statutory auditor in place of Mehra Goel & Co.
Revaluation of assets : Our Company has not revalued its assets in the last five years.
Utilisation of Proceeds : In accordance with the terms of the Notification, the proceeds of the Issue shall be
utilised towards infrastructure lending, as defined in the relevant guidelines issued by the RBI in this regard.
We shall utilize the Issue proceeds only upon creation of security as stated in the Tranche Prospectus in the
section titled ¯”Terms of the Issue – Security” on page 37 after permission or consent for creation of security
pursuant to the terms of the Debenture Trust Deed. sought to be provided as Security. The Issue proceeds shall
not be utilized for providing loan to or acquisition of shares of any of any person who is part of the same group
or who is under the same management. Further, the end-use of the proceeds of the Issue, duly certified by
the statutory auditors of the Company, shall be reported in the annual reports of our Company and other
reports issued by our Company to relevant regulatory authorities, as applicable. Such reports, along with term
sheets, shall also be filed by our Company with the Infrastructure Division, DoEA, MoF, within three months
from the end of the financial year.
Statement by the Board of Directors: (i) All monies received out of the each Tranche Issue of the Bonds to the
public shall be transferred to a separate bank account other than the bank account referred to in sub-section
(3) of section 73 of the Companies Act; (ii) Details of all monies utilised out of the each Tranche Issue referred
to in sub-item (i) shall be disclosed under an appropriate separate head in our Balance Sheet indicating the
purpose for which such monies were utilised; and (iii) Details of all unutilised monies out of the each Tranche
Issue referred to in sub-item (i), if any, shall be disclosed under an appropriate separate head in our Balance
Sheet indicating the form in which such unutilised monies have been invested. The funds raised by us from
previous bonds issues have been utilised for our business as stated in the respective offer documents.
Disclaimer clause of BSE : “Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter no. DCS/
SP/PI-BOND/001/11-12 dated September 22, 2011, given the permission to this Company to use the
Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are
proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any
manner: (i) warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; or (ii) warrant that this Company’s securities will be listed or will continue to be listed on the
Exchange; or (iii) take any responsibility for the financial or other soundness of this Company, its promoters,
its managementor any scheme or project of this Company; and it should not for any reason be deemed or
construed that this offer document has been cleared or approved by the Exchange. Every person who desires
to apply for or otherwise acquires any securities of this Company 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 for any other reason whatsoever.”
Disclaimer clause of RBI : RBI does not accept any responsibility or guarantee about the present position as
to financial soundness of the Company or correctness of any of the statements or representations made or
opinions expressed by the Company and for repayment of deposits or discharge of liabilities by the Company.
Listing : The Bonds will be listed on BSE. We have already received In-Principle Approval from BSE vide
its letter dated September 22, 2011. If permission to deal in and for an official quotation of the Bonds is not
granted by BSE, the Company will forthwith repay all moneys received from the Applicants in terms of the
relevant tranche prospectus. If such money is not repaid within eight days after the Company becomes liable
to repay it (i.e. from the date of refusal or within seven days from the Tranche Issue Closing Date, whichever
is earlier), then the Company and every Director of the Company who is an officer in default shall, on and
from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% p.a. on application
money, as prescribed under Section 73 of the Companies Act. The Company shall use best efforts to ensure
that all steps for the completion of the necessary formalities for listing at BSE are taken within seven Working
Days from the date of Allotment.
Dividend : The company has consistently paid dividend of 22.63%, 35%, 40%, & 45% for the financial years
ended March 2007, March 2008, March 2009 & March, 2010 respectively. For the financial year ended March
2011 it has already paid interim dividend of 35% and recommended final dividend of 15% subject to approval
of shareholders in the ensuing annual general meeting.
Mechanism for redressal of investor grievances : Karvy Computershare Pvt. Limited has been appointed as the
Registrar to the Issue to ensure that investor grievances are handled expeditiously and satisfactorily and to
effectively deal with investor complaints. All grievances relating to the Issue should be addressed to the
Registrar to the Issue and the Compliance Officer giving full details of the Applicant, number of Bonds applied
for, amount paid on application and Bankers to the Issue / Designated Collection Centre / Agent to which
the application was submitted.
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION : The copy of Material Contracts and Documents
may be inspected on Working Days at the Registered and Corporate Office of the Company situated at
‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India, from 10.00 a.m. and 12.00
noon on any working day (Monday to Friday) from the date during which issue is open for public subscription
under the respective tranches.
DECLARATION : We, the Directors of the Company, certify that all applicable legal requirements in connection
with the Issue, including under the Companies Act, the SEBI Debt Regulations, and all relevant guidelines
issued by SEBI, the Government of India and any other competent authority in this behalf, have been duly
complied with, and that no statement made in this Prospectus Tranche-1 contravenes such applicable legal
requirements. We further certify that this Prospectus Tranche-1 does not omit disclosure of any material fact
which may make the statements made therein, in light of circumstances under which they were made,
misleading and that all statements in this Prospectus Tranche-1 are true and correct.
Signed by all the Directors of the Company
1. Mr. Satnam Singh
2. Mr. Mukesh Kumar Goel 3. Mr. Rajeev Sharma
4. Mr. Radhakrishnan Nagarajan 5. Mr. Devender Singh
6. Mr. Ravindra Harshadrai Dholakia
7. Mr. P. Murali Mohana Rao
8. Mr. Suresh Chand Gupta 9. Mr. Ajit Prasad
10. Mr. Krishna Mohan Sahni
Place : New Delhi
Date : September 26, 2011
FOR FURTHER DETAILS,
PLEASE REFER TO THE PROSPECTUS