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Serial Number: 1 the TATA POWER COMPANY LIMITED Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus) Dated: November 24, 2020 Serial Number: 1 THE TATA POWER COMPANY LIMITED (The Tata Power Company Limited, incorporated in India with limited liability on September 18, 1919 under the Companies Act, 1913) Registered Office: Bombay House, 24 Homi Mody Street, Mumbai 400 001, India Compliance Person: Mr. H.M. Mistry, Company Secretary | Email of Compliance Person: [email protected] | Telephone: +91 22 6665 8282 | Fax: +91 22 6665 8885 | Website: www.tatapower.com | CIN: L28920MH1919PLC000567 INFORMATION MEMORANDUM AND PRIVATE PLACEMENT OFFER LETTER BY WAY OF PRIVATE PLACEMENT BY THE ISSUER (THE “ISSUE”) BY THE TATA POWER COMPANY LIMITED (THE “ISSUER”) FOR ISSUE OF UNSECURED, REDEEMABLE, TAXABLE, LISTED, RATED, NON-CONVERTIBLE DEBENTURES OF A FACE VALUE OF RS. 10,00,000 EACH AGGREGATING TO RS. 10,00,00,00,000 (“DEBENTURES”). THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT SECURITIES ON PRIVATE PLACEMENT BASIS AS PER SEBI CIRCULAR SEBI/HO/DDHS/CIR/P/2018/05 DATED JANUARY 5, 2018 ISSUED BY SEBI UNDER SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008. THE COMPANY INTENDS TO USE BSE’S ELECTRONIC BIDDING PLATFORM (“BSE-BOND EBP”) FOR THIS ISSUE. This Information Memorandum contains relevant information and disclosures required for issue of the Debentures. The issue of the Debentures comprised in the Issue and described under this Information Memorandum has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on 13 August 2014, the Board of Directors of the Issuer on 29 October 2018, the Committee of Directors of the Issuer on May 31, 2020 and the Memorandum and Articles of Association of the Issuer. Pursuant to the resolution passed by the Issuer’s shareholders dated 13 August 2014 in accordance with provisions of the Companies Act, 2013, the Issuer has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to Rs 27,000 crores. GENERAL RISKS Investment in debt and debt related securities involves a degree of risk and Investors should not invest any funds in the debt instruments, unless they understand the terms and conditions and can afford to take the risks attached to such investments. For taking an investment decision, potential Investors must rely on their own examination of the Issuer, the Issue, this Information Memorandum including the risks involved. As the issue is being made on a private placement basis, the Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. Investment in debt and debt related securities involves a degree of risk and Investors are advised to take an informed decision and consider with their advisers, of the suitability of the Debentures in the light of their particular financial circumstances and investment objectives and risk profile, and of all information set forth in this Information Memorandum, including the section entitled “Risk Factors”, before investing. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus) Dated: November 24, 2020 Credit Rating Information Services of India Limited (“CRISIL”) has by way of the letter dated -------, 2020 assigned rating of “AA/ Stable” to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum. The above rating is not a recommendation to buy, sell or hold securities and Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by CRISIL and should be evaluated independently of any other ratings. Please refer to the Annexure E to this Information Memorandum for rationale for the above rating by CRISIL. LISTING The Debentures offered through this Information Memorandum are initially proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of the BSE Ltd. (“BSE”). The Issuer, with prior notice to the Debenture Trustee, may get the Debentures listed on other material stock exchanges as it deems fit. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis. The Issuer intends to use electronic book mechanism as available on the website of the BSE. ISSUE PROGRAMME ISSUE OPENING DATE ISSUE CLOSING PAY-IN DATE DATE Nov 26, 2020 Nov 26, 2020 Nov 27, 2020 [T+1 Settlement] Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus) Dated: November 24, 2020 The Issue shall be subject to the provisions of the Companies Act, 2013, (the “Companies Act”), the rules notified pursuant to the Companies Act, the Memorandum and Articles of Association of the Issuer, the terms and conditions of this Information Memorandum filed with the BSE and any other material stock exchanges, as applicable, the Application Form, and other terms and conditions as may be incorporated in the Debenture Trust Deed and other documents in relation to each such Issue. THIS INFORMATION MEMORANDUM ALSO CONSTITUTES A PRIVATE PLACEMENT OFFER LETTER AND INCORPORATES DISCLOSURES REQUIRED UNDER FORM PAS-4 OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 DEBENTURE TRUSTEE TO THE REGISTRAR TO THE ISSUE JOINT ARRANGERS ISSUE SBICAP Trustee Company Limited 1. HDFC Bank Ltd. Address: 6th Floor, Apeejay House Address: Peninsula Business 3, Dinshaw Wachha Road, TSR Darashaw Consultants Park, 4th Floor, Tower B, Churchgate, Mumbai, India – 400 Private Limited Senapati Bapat Marg, Lower 020 6-10, Haji Moosa Patrawala Parel – (W), Mumbai – 400 013 Tel No. +91 22 43025555 Industrial Estate Tel No. + 91 22 3395 8150 Fax No: +91 22 6631 1776 20, Dr. E. Moses Road, Mahalaxmi Fax No: +91 22 3078 8584 Email: [email protected] Mumbai 400 011, India Email:Niranjan.Kawatkar@hdfc Contact Person: Mr. R.L.N. Rao, Tel No. +91 22 6656 8484 bank.com Head - Legal and Compliance Fax No: + 91 22 66568494 Contact Person: Mr. Niranjan Email: [email protected] Kawatkar Contact Person: Ms. Vidya Brahme, Manager 2. Kotak Mahindra Bank Limited Address: Corporate and Investment Banking3rd floor,27BKC, Bandra Kurla Complex, Bandra East, Mumbai 400051 Tel No. 02261660329 Fax No: - Email: [email protected] Contact Person: Mr. Sumit Sachdeva Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus) Dated: November 24, 2020 TABLE OF CONTENTS DISCLAIMERS ....................................................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 6 FORWARD LOOKING STATEMENTS ............................................................................................................................ 13 RISK FACTORS ................................................................................................................................................................... 15 ISSUE SUMMARY ............................................................................................................................................................... 37 HISTORY AND BUSINESS OF THE ISSUER .................................................................................................................. 50 KEY OPERATIONAL AND FINANCIAL PARAMETERS OF THE ISSUER ............................................................. 57 MATERIAL AGREEMENTS/ DOCUMENTS .................................................................................................................. 59 FINANCIAL INFORMATION OF THE ISSUER ............................................................................................................. 60 OBJECTS OF THE ISSUE ................................................................................................................................................... 88 STATUTORY AND REGULATORY DISCLOSURES ..................................................................................................... 89 NO WILFUL DEFAULT .................................................................................................................................................... 150 ISSUE PROCEDURE.......................................................................................................................................................... 151 DECLARATION ................................................................................................................................................................
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