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Applicant's Undertaking Ntpc Limited

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Applicant's Undertaking Ntpc Limited APPLICANT’S UNDERTAKING I/We hereby agree and confirm that: 1. I/We have read, understood and agreed to the contents and terms and conditions of NTPC LIMITED Prospectus dated September 17, 2015 (“Prospectus”) 2. I/We hereby apply for allotment of the Bonds to me/us and the amount payable on application is remitted herewith. 3. 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. 4. I/We irrevocably give my/our authority and consent to IDBI Trusteeship Services Limited to act as my/our trustees and for doing such acts as are necessary to carry out their duties in such capacity. 5. I am/We are Indian National(s) resident in India and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India and/or Foreign National(s). 6. The application made by me/us do not exceed the investment limit on the maximum number of Bonds which may be held by me/us under applicable statutory and/or regulatory requirements. 7. In making my/our investment decision I/We have relied on my/our own examination of the company and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. 8. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the Bonds applied for. 9. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Manager/Consortium Members/Sub-Consortium Members and Trading Members (in Specified cities only) or the SCSBs, as the case may be, to do all acts as are necessary to make the Application in the Issue, including uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Manager, Registrar to the Issue, after finalization of Basis of Allotment; and (b) the Registrar to the Issue to issue instruction to the SCSBs to unblock the funds in the specified bank account upon finalization of the Basis of Allotment. 3) In case the amount available in the specified Bank Account is insufficient as per the Application, the SCSB shall reject the Application. ISSUE RELATED INFORMATION FOR FILLING THE APPLICATION FORM INVESTOR CATEGORIES: Category I (“Qualified Institutional Buyers”)/(“QIBs”)# Sub Category Code Category II (“Corporates”)# (contnd ........) Sub Category Code Public Financial Institutions 11 Trusts 25 Alternative Investment Funds; 12 Partnership firms in the name of their respective partners 26 Scheduled commercial banks; 13 Association of Persons 27 Mutual Funds registered with SEBI; 14 Cooperative banks; 28 State industrial development corporations; 15 Regional rural banks; 29 Insurance companies registered with the IRDA; 16 Other legal entities constituted and/or registered under applicable laws in India that 30 are authorized to invest in Bonds Provident funds with a minimum corpus of ` 25 crore; 17 Category III (“High Networth Individuals”)/(“HNIs”) Pension funds with a minimum corpus of ` 25 crore; 18 The following Investors applying for an amount aggregating to more than `10 lakhs across all Series of Bonds in this Issue: The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 19 23, 2005 of the GoI, published in the Gazette of India; Resident individual Investors 31 Insurance funds set up and managed by the army, navy, or air force of the Union of India; and 20 HUF applying in the name of Karta; 32 Insurance funds set up and managed by the Department of Posts, India, 55 Category IV (“Retail Individual Investors”) /(“RIIs”) Category II (“Corporates”)# The following Investors applying for an amount aggregating upto and including Companies within the meaning of section 2 (20) of the Companies Act 2013; 21 ` 10 lakhs across all Series of Bonds in this Issue: Limited liability partnerships; 22 Resident individual Investors 41 Societies registered under the applicable laws in India. 23 HUF applying in the name of Karta 42 Statutory corporations; 24 # See general circular (No. 6/2015), dated April 9, 2015 issued by the MCA clarifying that in cases where the effective yield (effective rate of return) on tax free bonds is greater than the prevailing yield of one year, three year, five year or ten year government security closest to the tenor of the loan, there is no violation of Section 186(7) of the Companies Act, 2013. Options / Series of Bonds* Series 1A Series 2A Series 3A Coupon rate (%) per annum for Category I, II, III# 7.11% 7.28% 7.37% Annualised yield (%) per annum for Category I, II, III# 7.11% 7.28% 7.37% Options/ Series of Bonds* Series 1B Series 2B Series 3B Coupon rate (%) per annum for Category IV# 7.36% 7.53% 7.62% Annualised yield (%) per annum For Category IV# 7.36% 7.53% 7.62% For Category I, II, III & IV Frequency of Coupon / Interest Payment Annual Minimum Application and in the multiple of thereafter 5 Bonds (` 5,000) (individually or collectively, across all Series of Bonds) and in the multiple of One Bond (` 1,000) thereafter Mode of Payment/Settlement See “Terms of the Issue – Manner and Modes of Payment” on page 27 of the attached Abridged Prospectus Mode of Issuance In dematerialized form only Face value / Issue price ` 1,000 per Bond Tenure 10 years 15 years 20 years Coupon / Interest Type Fixed coupon rate Maturity / Redemption Date 10 years from Deemed Date of Allotment 15 years from Deemed Date of Allotment 20 years from Deemed Date of Allotment Redemption Amount Amount repayable on the Bonds, comprising the face value of the Bonds, together with coupon/interest accrued at the applicable coupon/interest rate for each Series of Bonds on the respective Redemption Dates or Maturity Dates Put/Call None Nature of Indebtedness The claims of the Bondholders shall be superior to the claims of any unsecured creditors of our Company and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other secured creditors of our Company having the same security. * Our Company shall Allot Series 1A/Series 1B (depending upon the category of Applicants) for all valid Applications, where the Applicants have not indicated their choice of the relevant Series of Bonds. # Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as under:a. The coupon rates indicated under Series 1B, Series 2B and Series 3B shall be payable only on the Retail Individual Investor Portion in the Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under the Retail Individual Investor Category/Category IV; b. If the Bonds allotted against Series 1B, Series 2B and Series 3B are transferred by Retail Individual Investors to Non- Retail Individual Investors, being Category I, Category II and Category III investors, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Series 1A, Series 2A and Series 3A respectively; c. If the Bonds allotted against Series 1B, Series 2B and Series 3B are sold/transferred by the Retail Individual Investors to investor(s) who fall under the Retail Individual Investor category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. If on any Record Date, the original Retail Individual Investor Allotee(s)/transferee(s) hold the Bonds under Series 1A, Series 1B, Series 2A, Series 2B, Series 3A and Series 3B for an aggregate face value amount of over ` 10 lakh, then the coupon rate applicable to such Retail Individual Investor Allottee(s)/ transferee(s) on Bonds under Series 1B, Series 2B, Series 3B shall stand at par with coupon rate applicable on Series 1A, Series 2A, and Series 3A, respectively; e. Bonds Allotted under Series 1A, Series 2A and Series 3A shall carry coupon rates indicated above until the maturity of the respective Series of Bonds irrespective of category of holder(s) of such Bonds; and f. For the purpose of classification and verification of status of the eligibility of a Bondholder under the Retail Individual Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Allotted under the Issue shall aggregated on the basis of PAN. Early closure or Extension of the issue:The Issue shall remain open for subscription from 10 A.M. to 5 P.M (Indian Standard Time) during the period indicated above with an option for early closure/extension as may be decided by the board of directors of our Company or a duly constituted committee thereof, including the Committee of the Board for Allotment and Post-Allotment Activities of NTPC’s Securities and the Committee for Public Issue of Tax Free Bonds (“Board”) or an authorised representative of the Board. In the event of such early closure or extension of the subscription list of the Issue, our Company shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in at least one leading national daily newspaper with wide circulation.
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