NHPC LIMITED (A Government of India Enterprise) Regd
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NHPC LIMITED (A Government of India Enterprise) Regd. Office: NHPC Office Complex, Sector-33, Faridabad-121003 (Haryana) Tel: (0129) 2270603, 2250591, 2278018 Fax: (0129) 2270902 Website: www.nhpcindia.com Compliance Officer Mr Vijay Gupta, Company Secretary E-mail: [email protected], [email protected], [email protected] CIN No. L40101HR1975GOI032564 Registered Office and Corporate Office NHPC Limited, NHPC Office Complex, Sector - 33, Faridabad - 121 003, Haryana, India (This is an Offer Letter prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 and as amended, Form PAS-4 prescribed under section 42(1) and Rule, 14(1) of the Companies (Prospectus and Allotment of Securities) Rule 2014 and Companies (Share Capital and Debenture) Rules, 2014. (The Company was incorporated on November 7, 1975 under the Companies Act, 1956 (the “Companies Act”) as a private limited company under the name ‘National Hydroelectric Power Corporation Private Limited’. The word ‘private’ was subsequently deleted on September 18, 1976. Our Company was converted into a public limited company with effect from April 2, 1986. The name of the company was changed to ‘NHPC Limited’ with effect from March 28, 2008. ) OFFER LETTER FOR PRIVATE PLACEMENT OF SECURED NON-CUMULATIVE NON CONVERTIBLE REDEEMABLE TAXABLE BONDS (W - SERIES) IN THE NATURE OF DEBENTURES IN 2 TRANCHES W1 & W2. W1 SERIES@ 6.91% p.a. TENOR OF 5 YEARS & W2 SERIES @ 7.35% p.a TENOR OF 10 YEARS, Rs. 50 Lakhs EACH FOR CASH AT PAR AGGREGATING TO Rs. 1500 CRORE & Rs. 750 CRORE respectively (INCLUDING GREEN SHOE OPTION). ISSUE OPENS: 15.09.2017 ISSUE CLOSES: 15.09.2017 LISTING The Bonds are proposed to be listed on WDM Segment of Bombay Stock Exchange. TRUSTEES FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE IDBI Trusteeship Services Ltd., RCMC Share Registry Private Limited Asian Building, Ground Floor, Corporate Office, 17, R. Kamani Marg, Ballard Estate, B-25/1, First Floor, Mumbai – 400 001 Okhla Industrial Area Phase II, New Delhi - 110020. Tel : 011 – 26387320, 26387321, 26387323 Fax : 011 - 26387322 E-mail: [email protected] 1 ARRANGERS TO THE ISSUE Sl. No. Name of Arranger Address of Arranger Contact Details ICICI Tower, NBCC Palace, Kunal Narang Bhimsma Pitamah Marg,New 011- Delhi-110003 42218224/959968482 1. ICICI BANK 7/9891293040 kunal.narang@iciciba nk.com Unit No. 401 & 402, 4th Floor, Niranjan Kawatkar Tower B, Peninsula Business Park, 022- 4th Floor, Tower B, Senapati Bapat 33958009/66521006/ 2. HDFC BANK LTD Marg Lower Parel, Mumbai - 1162/9867602451 400013 niranjan.kawatkar@h dfcbank.com 609 6th Floor, Antriksh Bhawan, Pankaj Agrawal 22 Kasturba Gandhi Marg, 011- Connaught Place, 23739628/999930590 A. K. CAPITAL SERVICES 3. New Delhi-110 001, India 3 LIMITED pankaj.agrawal@akgr oup.co.in 3rd Floor, NBCC Place, ICICI Bank Ashutosh Garg Tower, Pragati Vihar, Bhisham (91 11) 24390025/26, Pitamah Marg,New Delhi-110003. 24369989/90/981044 ICICI SECURITIES 4388 4. PRIMARY DEALERSHIP ashutosh.garg@isecpd LIMITED .com 109/110, Ist Floor, Balrama, Sanjeev Jain Village Parigkhari, Bandra-Kurla 011- TRUST INVESTMENT Complex,Bandra (East), Mumbai- 43554045/46/989907 5. ADVISORS PRIVATE 400051 7799 LIMITED sanjeev.jain@trustgro up.in Treasury (Debt Capital Markets & Premanshu Sharma ET) 011- AXIS Bank Ltd. 43682437/999905507 6. AXIS BANK LIMITED Axis House, 4th Floor, Tower 1, 6 Sector-128, Noida-201304 premanshu.sharma@ axisbank.com 202, Maker Tower 'E' Cuffe Vivek Khurana SBI CAPITAL MARKETS Parade, Mumbai-400005 022-22178300 7. LTD Vivek.Khurana@sbica ps.com A 238, 2nd Floor, Defence Colony, Umesh Khandelwal New Delhi 10024 011-46008585-90 DARASHAW & CO PVT 8. umesh- LTD khandelwal@darasha w.com 2 This taxable bond issue is being made on a private placement basis. It is not and should not be deemed to constitute an offer to the public in general. It cannot be accepted by any person other than to whom it has been specifically addressed. The contents of this Offer Letter for private placement are not transferrable and are intended to be used by the parties to whom it is distributed. It is not intended for distribution to any other person and should not be copied / reproduced by the recipient for any person whatsoever. The information contained in this Offer Letter has certain forward looking statements. Actual result may vary materially from those expressed or implied, depending upon economic conditions, government policies and other factors. Any opinion expressed is given in good faith but is subject to change without notice. No liability is accepted whatsoever for any direct or consequential loss arising from the use of the document. NHPC does not undertake to update this Offer Letter for Private Placement to reflect subsequent events and thus it should not be relied upon without first confirming the accuracy of such events with NHPC. 3 TABLE OF CONTENTS INDEX TITLE PAGE NO. Definition / abbreviations 6-8 Authority to Issue and DISCLAIMER 8-10 1 GENERAL INORMATION 11-59 a & b) Issuer Information and Date of Incorporation i) Name of the Issuer ii) Date of Incorporation iii) CIN No. iv) Registered Office & Corporate Office of the Issuer v) Compliance Officer of the Issuer vi) CFO of the Issuer vii) Arrangers, if any, of the instrument viii) Trustee of the issue ix) Registrar of the issue x) Credit Rating Agency(ies) of the issue xi) Auditors of the Issuer xii) Name of Banker c) A brief summary of the business / activities of the Issuer and its line of business i) Overview d) & e) Organisation Structure & Management of the Company i) Organisation Structure ii) Details of the current directors of the Company iii) Details of change in directors since last 3 years f) Management’s Perception of Risk g) Details of Default h) Details of Willful Defaulter i) Details of Nodal/Compliance Officer of The Company 2(i) TERM SHEET 59-73 2(ii) OTHER PARTICULARS RELATED TO OFFER 73-86 I Corporate guarantee issued by the Issuer along with the name of the counterparty II Details of Commercial Paper III Details of Rest of the borrowing IV Details of all default/s and/or delay in payment of interest and principal of any kind by the Company in the last 5 years V Details of any outstanding borrowings taken / debt securities issued (i) For consideration other than cash, whether in whole or part, (ii) At a premium or discount, or (iii) In pursuance of an option VI Details of Promoters of the Company i) Details of Promoter Holding in the Company as on the latest quarter end VII Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information for last 3 years and auditor qualification, if any. 4 VIII Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information and auditor qualification, if any. IX Any material event / development or change having implications on the financials / credit quality X Name of Debenture Trustee XI Credit rating letter / detailed rating rationale issued by the credit rating agency/ies XII Details of Guarantee / letter of comfort, if any XIII Consent letter from the Debenture Trustee XIV Name of Stock Exchange where debt securities are proposed to be listed XV Other details i) DRR creation – relevant regulations and applicability ii) Issue / Instrument specific regulations – relevant details (Companies Act, RBI guidelines etc.) iii) Application process 3 DISCLOSURE WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. 86-116 i) Financial or other material interest of Directors, Promoters or Key Managerial Personnel..... ii) Details of litigation and legal action pending or taken by any Ministry or Department of the Government..... iii) Remuneration of Directors..... iv) Related party transactions..... v) Summary of Reservation or Qualification or Adverse remarks of Auditors in the last 5 Financial Years..... vi) Details of any inquiry, inspections or investigation initiated..... vii) Details of acts of material frauds committed….. 4 FINANCIAL POSITION OF THE COMPANY 116-166 a) Capital Structure of NHPC b) & c) Profits of last 3 Years of NHPC d) Summary of Financial Position of NHPC e) Cash Flow Statement of last 3 Years of NHPC f) Change in Accounting Policies g) Key Operational and Financial Parameters h) Debt Equity Ratio prior to and after Issue of Debt Securities i) Project cost and means of financing j) Details of the auditors of the Company k) Details of the Borrowings of NHPC 5 ANNEXURES 1-21 DECLARATION Credit Rating Letter from ICRA LIMITED Credit Rating Letter from CARE RATINGS LIMITED Board resolution & Shareholder’s approval Consent letter from Trustee 5 I .Definition / Abbreviations Issuer Related Terms Term Description Articles of Association or Articles The articles of association of the Company, as amended from time to time Auditors The Joint Statutory Auditors of the Company are 1. M/s Ray and Ray, Kolkata, West Bengal 2. M/s Gupta Gupta and Associates, Jammu, Jammu & Kashmir 3. M/s S N Dhawan and Co. LLP, New Delhi Board or Board of Directors The Board of Directors of the Company Directors The Directors of the Company Memorandum of Association or The memorandum of association of the Company, as amended Memorandum from time to time Promoter The President of India, acting through the Ministry of Power, Government of India Registered Office The registered office of the Company, which, as at the date of this Disclosure Document, is located at NHPC Office Complex, Sector - 33, Faridabad 121 003, Haryana, India Conventional and General Terms Term Description Act or Companies Act The Companies Act, 1956, as amended and/or the Companies Act, 2013, to the extent notified by the Ministry of Corporate Affairs, Government of India as applicable.