1 A.K. Stockmart Pvt. Ltd. Public Issue of Tax Free Secured Redeemable Non Convertible Bonds by NHPC LIMITED Oct 18, Nov 11, 2013
2 NHPC LIMITED (A Government of India Undertaking) HIGHLIGHTS OF TAX BENEFITS Interest from these Bonds do not form part of Total Income as per provisions under section 10 (15) (iv) (h) of Income Tax Act, Since the interest Income on these bonds is exempt from tax, no Tax Deduction at Source is required. Wealth Tax is not levied on investment in Bonds under section 2(ea) of the Wealth-tax Act, COMPANY PROFILE NHPC limited (NHPC), a Mini Ratna hydroelectric power generating company is involved in the planning, development and implementation of an integrated and efficient network of hydroelectric power projects in India. NHPC executes and manages all aspects of projects, from front-end engineering design to commissioning and operation and maintenance of a project. It also provides contract-based technical, management advisory and consultancy services to domestic and international clients. NHPC seeks to expand its installed capacity and diversify its generation mix by undertaking projects for generation of power through thermal, solar and wind energy. NHPC has developed and constructed 17 hydroelectric power stations with its current total installed capacity being 5,702 MW. NHPC is presently engaged in the construction of 7 additional hydroelectric projects, which are expected to increase its total installed capacity by 4095 MW. It is awaiting government sanction for a further five projects with an anticipated capacity of 5,115 MW in addition to the government sanction for the certain joint venture projects with an anticipated capacity of 3,686 MW. In recognition of NHPCs performance and consistent achievement of targets as negotiated under the MoUs with GoI on an annual basis, the GoI has rated NHPCs performance as Very Good from Fiscal 2009 through to Fiscal As a Mini-Ratna Category-I entity, it has greater autonomy to undertake new projects. NHPCs operational efficiency has been reflected through high average Plant Availability Factor ( PAF ) for its power stations. The average PAF for Fiscal 2011, 2012 and 2013 and for quarter ended June 30, 2013, were 85.20%, 83.30%, 85.30% and 93.21% respectively. These PAFs are higher than the cumulative PAF levels, which is required under CERC regulations and NHPCs higher efficiency parameters, which pursuant to the tariff policy in place for Fiscal entitled NHPC to certain incentive payments. Based on the consolidated reformatted financial statements, in Fiscals 2011, 2012 and 2013 and in quarter ended June 30, 2013, NHPC generated total income of Rs crore, Rs crore, Rs crore and Rs crore, respectively, and net profit of Rs crore, Rs crore, Rs crore and Rs crore respectively. As at June 30, 2013, the Company s debt-equity ratio was 67.35%, on a standalone basis.
3 SALIENT FEATURES OF THE PROPOSED TAX FREE BONDS In exercise of power conferred by item (h) of sub clause (iv) of clause (15) of Section 10 of the Income Tax Act, 1961 (43 of 1961) the Central Government vide Notification dated 8th August, 2013 has authorized NHPC Limited to issue through a Public/Private Issue, during the Financial year , tax free, secured, redeemable, non-convertible bonds for the aggregate amount not exceeding Rs. 1,000 crore, subject to the conditions as prescribed in the said notification. Tax benefits u/s 10 (15) (iv) (h) of the Income Tax Act, 1961 interest on these Bonds shall not form part of Total Income. Credit Ratings of [ICRA] AAA by ICRA Limited, IND AAA (exp) by India Rating & Research Private Limited & CARE AAA by Credit Analysis & Research Limited indicating Highest Degree of Safety in terms of timely servicing of financial obligations and carry lowest credit risk. Bonds to be allotted in dematerialized form as well as in physical form but traded in dematerialized form only. Bonds are proposed to be listed on National Stock Exchange of India Limited ( NSE ) and BSE Limited ( BSE ). Strengths Established track record in implementing hydroelectric projects NHPC has managed the development and implementation of 17 hydroelectric projects including two through its subsidiary NHDC Limited. It has completed projects that are located in geo-technically sensitive Himalayan terrain and in inhospitable areas that are often difficult to access. NHPC has worked with GoI, various state government, foreign governments and international companies to complete its projects. Long term power purchase agreements with customers As of March 31, 2013, the entire output from NHPCs installed capacity has been contracted for through long term power purchase agreements. The billings to state entities are currently secured through letters of credit generally entered into pursuant to tripartite agreements among the GOI the RBI and respective state governments. In addition, the company can secure payment by regulating the power supply to the defaulting entity or recovering payments directly from GoI central Plan assistance funds that are given to the concerned state governments. Strong operating performance NHPC monitors, renovates and modernizes its power stations which increases the efficiency of its plants and equipments. NHPC believes that it s ongoing monitoring and maintenance techniques offer NHPC a competitive advantage in an industry where the liability and maintenance costs are a significant determinant of profitability. NHPC s higher efficiency parameters pursuant to the tariff policy in place for Fiscal have entitled the company to certain incentive payments. Competent and committed workforce The company has a competent and committed workforce. The skill, industry knowledge and operating experience of its senior executives provides the company with a significant competitive advantage to expand in its existing markets and to successfully enter into new geographic markets. NHPC invests significant resources in employee training and development on regular basis. In addition, the company s uniform operational systems, processes and staff training procedures enable it to replicate its high operating standards across all projects and stations. Strong in-house design and engineering team NHPC has a dedicated in-house team for project design and their engineering capabilities range from concept stage to commissioning of hydroelectric projects. Their team is supported by international and domestic project consultants. NHPC s engineers have experience with a variety of specialized analysis design and CAD software applications.
4 Issue Structure COMMON TERMS AND CONDITIONS FOR ALL SERIES OF THE BONDS Lead Managers A.K Capital Services Limited and Axis Capital Limited Issue of Bonds Public issue by the Company of tax free, secured, redeemable, non-convertible bonds in the nature of debentures of face value of Rs. 1,000 each, having tax benefits under Section 10(15) (iv) (h) of the Income Tax Act, for an amount aggregating up to Rs. 500 crore with an option to retain oversubscription up to Rs. 500 crore for issurance of additional bonds, aggregating to a total of up to Rs. 1, crore*, during the Fiscal * In terms of the CBDT Notification, Company is allowed to raise tax free bonds upto a maximum amount of Rs. 1, crore in the Fiscal 2014, out of which thecompany is required to raise a minimum of 70% i.e. Rs. 700 crore through public issue. Further, Company may at its discretion, raise upto a maximum of Rs crore through private placement route, wherein suitable amount shall be earmarked for sovereign wealth funds, pension and gratuity funds. In case Company decides to raise funds through private placement route, the amount of oversubscription that may be retained through public issue shall stand reduced accordingly. The Company shall ensure that the tax free bonds issued through public issue and private placement route shall together not exceed Rs. 1, crore during the Fiscal Face Value / Issue Price Rs. 1,000 (Rs.) Nature of Bonds Secured, redeemable and non-convertible Mode of Issue Public issue Listing NSE and BSE. NSE is the Designated Stock Exchange. For more information, see Terms of the Issue Listing on page 181 of the Prospectus Credit Ratings [ICRA] AAA by ICRA, IND AAA (exp) by India Rating & Research Private Limited & CARE AAA by CARE Security Cover One time of the total outstanding Bonds Put/Call Option There is no put/call option for the Bonds Mode of Issuance In dematerialised form and physical form, at the option of the Applicant*** Bond Trustee IDBI Trusteeship Services Limited Mode of Trading In dematerialised form only*** Registrar Karvy Computershare Private Limited Market Lot / Trading Lot One Bond Issue Opening Date October 18, 2013 Issue Closing Date November 11, 2013 The Issue shall remain open for subscription from a.m. to 5.00 p.m. (Indian Standard Time) during the period indicated above with an option for early closure or extension, as may be decided by the Board of Directors or the Functional Authority. In the event of such early closure or extension of the subscription list of the Issue, the 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 Deemed Date of Allotment The will be the date on which, the Board of Directors or Functional Authority approves the Allotment of Bonds for the Issue or such date as may be determined by the Board of Directors or Functional Authority and notified to the Designated Stock Exchange. All benefits relating to the Bonds including interest on Bonds (as specified by the Prospectus) shall be available from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment. Interest on Application Money Interest on Application Money liable to be refunded Interest on the amount for which Bonds are allotted to the Applicants (except ASBA Applicants) subject to deduction of income tax under the Income Tax Act, to any applicants to whom the Bonds are allotted pursuant to the Issue from the date of realization of application money through cheque(s)/demand draft(s)/ any other mode or the date of receipt of the Application (being the date of upload of each application on the electronic platform of the stock exchange(s)) whichever is later up to one day prior to the Deemed date of Allotment, at the rate of 8.18% p.a., 8.54% p.a. and 8.67% p.a. on Series 1A, Series 2A and Series 3A, respectively, for Allottees under Categories I, II and III and at the rate of 8.43% p.a., 8.79% p.a. and 8.92% p.a. on Series 1B, Series 2B and Series 3B, respectively, for Allottees under Categories IV Interest on application money which is liable to be refunded to the Applicants (except ASBA Applicants) in accordance with the SEBI Debt Regulations, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the Income Tax Act, as applicable, from the date of realization of the application money through cheque(s)/demand draft(s)/ any other mode or three days from the date of upload receipt of the Application (being the date of the Application on the electronic platform of the Stock Exchanges), whichever is later up to one day prior to the Deemed Date of Allotment, at the rate of 5% p.a. ***In terms of Regulation 4(2) (d) of the Debt Regulations, the Company will make public issue of the Bonds in the dematerialised 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 Bonds in physical form will fulfil such request. However, trading in Bonds shall be compulsorily in dematerialised form.
5 Bond Particulars Series of Bonds* Options For Category I, II & III** Series 1A Series 2A Series 3A Coupon Rate (%) p.a Annualised Yield (%) p.a Options For Category IV** Series 1B Series 2B Series 3B Coupon Rate (%) p.a Annualised Yield (%) p.a For Category I, II, III & IV** Minimum Application 5 Bonds (Rs. 5000) (individually or collectively, across all Series) In the multiple of One Bond (Rs. 1000) Tenor 10 years 15 years 20 years Maturity / Redemption Date Redemption Amount (Rs./Bond) Coupon/ Interest Type Coupon / Interest Payment Date Coupon/ Interest Reset Process Frequency of Coupon/ Interest Payment 10 years from the Deemed Date of Allotment 15 years from the Deemed Date of Allotment 20 years from the Deemed Date of Allotment Repayment of the Face Value plus any interest at the applicable Coupon/ Interest Rate that may have accrued at the Redemption Date Fixed Coupon Rate The date, in case of the first coupon/ interest payment shall be April 1, 2014 and for subsequent Fiscal Years the interest payment date shall be on April 1 of every Fiscal year. The last interest payment in each case will be made on the Redemption Date on prorata basis Not applicable Annual *The Company shall Allot Series 2A/ Series 2B (depending upon the category of applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of Bond. **In pursuance of 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 Portion of Bonds allotted to RIIs 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 RII Category viz Category IV. b. In case the Bonds allotted against Series 1B, Series 2B and Series 3B are transferred by RIIs to Non-RIIs viz, QIBs, Corporates and/or High Networth Individuals, 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 RIIs to investor(s) who fall under the RII category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. Bonds allotted against Series 1B, Series 2B and Series 3B shall continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are held by investors falling under RII Category; e. If on any Record Date, the original RII allotee(s)/ transferee(s) hold the Bonds under Series 1B, Series 2B and Series 3B for an aggregate face value amount of over Rs. 10 lakh, then the coupon rate applicable to such RII 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; f. Bonds allotted under Series 1A, Series 2A and Series 3A shall carry coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s) of such Bonds; g. For the purpose of classification and verification of status of the RII Category of Bondholders, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the respective Issue shall be clubbed and taken together on the basis of PAN.
6 Who can apply? Category I ( Qualified Institutional Buyers ) ( QIBs )** Category II ( Corporates ) ** Public financial institutions as defined in Section 4A of the Companies Act, Indian Alternative Investment Funds eligible to invest under the SEBI (Alternative Investment Funds) Regulations, 2012; Scheduled commercial banks, Mutual funds registered with SEBI, State industrial development corporations, Insurance companies registered with the Insurance Regulatory and Development Authority, Provident funds with a minimum corpus of Rs. 25 crore, Pension funds with a minimum corpus of Rs. 25 crore, The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the GoI, published in the Gazette of India, Insurance funds set up and managed by the army, navy, or air force of the Union of India, and Insurance funds set up and managed by the Department of Posts, India which are authorized to invest in Bonds. Companies within the meaning of section 2(20) of the Companies Act, 2013, Limited Liability Partnerships registered under the provisions of the LLP Act, Statutory corporations, Trusts, Partnership firms in the name of partners, Cooperative banks, Regional rural banks, Societies registered under the applicable laws in India, Association of Persons, and Other domestic legal entities registered under applicable laws in India which are authorised to invest in Bonds Category III ( High Networth Individuals ) ( HNIs ) The following investors applying for an amount aggregating to more than Rs. 10 lakh across all Series of Bonds in the Issue Resident Individual Investors Hindu Undivided Families applying through the Karta Category IV( Retail Individual Investors ) ( RIIs )* The following investors applying for an amount aggregating up to and including Rs. 10 lakh across all Series of Bonds in the Issue Resident Individual Investors Hindu Undivided Families through the Karta **With regard to Section 372A(3) of the Companies Act, 1956, kindly refer to General Circular No. 6/ 2013, dated March 14, 2013 Ministry of Corporate Affairs, GoI clarifying that in cases where the effective yield on tax free bonds is greater than the prevailing bank rate, there shall be no violation of Section 372A(3) of the Companies Act, Basis of Allotment QIB Portion Corporate Portion High Networth Individual Portion Retail Individual Investor Portion 15% of the Overall Issue Size 20% of the Overall Issue Size 25% of the Overall Issue Size 40% of the Overall Issue Size Allotments in case of oversubscription: In case of oversubscription, allotments to the maximum extent, as possible, will be made on a first come first serve basis and thereafter on a proportionate basis in each Portion, determined based on the date of upload of each Application into the electronic system of the Stock Exchanges i.e. full allotment of Bonds to the Applicants on a first come first serve basis up to the date falling 1 day prior to the date of oversubscription and proportionate allotment of Bonds to the Applicants on the date of oversubscription. Under Subscription: If there is any under subscription in any Portion, priority in allotments will be given in the following order on a first come first serve basis in each Portion, based on the date of upload of each Application into the electronic system of the Stock Exchanges, in each Portion: (i) Retail Individual Investor Portion (ii) QIB Portion (iii) Corporate Portion (iv) High Net worth Individual Portion
7 Applications cannot be made by: Minors without a guardian name.* A guardian may apply on behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian; Persons Resident Outside India and Foreign nationals (including Non-resident Indians, Foreign Institutional Investors and Qualified Foreign Investors); Venture Capital Fund and Foreign Venture Capital Investor; Overseas Corporate Bodies; and Person ineligible to contract under applicable statutory/regulatory requirements. Any other catergory of investors not mentioned in Category I, II, III and IV above. *Applicant shall ensure that guardians competent to contract under Indian Contract Act SUBMISSION OF DULY COMPLETED APPLICATION FORMS Mode of Submission of Application Forms To whom the Application Form has to be submitted Direct Online ASBA Applications Non-ASBA Applications (other than Direct Online Applications) Online submission through the electronic platform and online payment facility offered by the Stock Exchanges. (i) If using physical Application Form, (a) to the Members of the Syndicate or Trading Members of the Stock Exchanges only at the Specified Cities ( Syndicate ASBA ), or (b) to the Designated Branches of SCSBs where the ASBA Account is maintained; or (ii) If using electronic/ online Application Form, to the SCSBs, electronically through internet banking facility, if available. The Members of the Syndicate or Trading Members of the Stock Exchanges. Note: Applications for Allotment in physical form can be made only by using non-asba Applications (other than Direct Online subject to such online payment facility being made available by the Stock Exchange(s) prior to the date of filing of the Prospectus by the Company with RoC
8 FINANCIAL HIGHLIGHTS (Unconsolidated) As on/for the year (Rs. Crs) 31-Mar Mar Mar Mar Jun-13 Shareholder's Fund 23, , , , , Long-term Borrowings 13, , , , , Short-term Borrowings Long-term Loans & Advances 1, , , , , Cash & Bank Balances 6, , , , , Short-term Loans & Advances , , , , Revenue from Operations 4, , , , , Total Expenditure 2, , , , Profit before Tax 2, , , , Profit After Tax 2, , , , Earning Per Share (EPS) Current Ratio Interest Coverage Ratio Gross Debt/Equity Ratio Debt Service Coverage Ratio
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