RURAL ELECTRIFICATION CORPORATION LIMITED (A Government of India Undertaking) HIGHLIGHTS OF TAX BENEFITS The income by way of interest on these Bonds is exempt from Income Tax and shall not form part of Total Income as per provisions under section 10 (15) (iv) (h) of IT Act. There will be no deduction of tax at source from the interest, which accrues to the bondholders on these bonds irrespective of the amount of the interest or the status of the investors. Wealth Tax is not levied on investment in Bonds under section 2(ea) of the Wealth-tax Act, 1957. COMPANY PROFILE Notified as a Public Financial Institution under Section 4A of the Companies Act, 1956 Engaged in the financing and promotion of transmission, distribution and generation including renewable energy projects throughout India REC is one of only 16 Indian public sector undertakings to be granted Navratna status by the Department of Public Enterprise by virtue of its operational efficiency and financial strength Registered as a NBFC-ND-IFC (Infrastructure Finance Company) with Reserve Bank of India 66.80% shareholding held by Government of India as on 31 st December 2011 Consistently rated Excellent in terms of performance by GOI since Fiscal 1994 Rated AAA by CRISIL,CARE, ICRA & Fitch The standalone loan assets have grown at a CAGR of 27.16% from Rs. 31,262.2 Crores in Fiscal 2007 to Rs. 81,725.5 Crores in Fiscal 2011 As on September 30, 2011, standalone Networth and Total Assets stood at Rs 14,074.85 Crores and Rs. 93,086.68 Crores respectively Net Profit after Tax was Rs. 2,569.93 crores for the fiscal 2011 compared to Rs 2,001.41 crores for the fiscal 2010 on standalone basis.
SALIENT FEATURES OF THE PROPOSED TAX FREE BONDS The Company shall issue Bonds upto an aggregate amount of Rs 3,000 crores during the financial year 2011-12 as per CBDT notification issued by the MoF, GoI, by virtue of power conferred upon it under item (h) of sub clause (iv) of clause (15) of Section 10 of the Income Tax Act, 1961 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 CRISIL AAA/Stable by CRISIL, CARE AAA by CARE, [ICRA] AAA by ICRA & Fitch AAA (Ind)by FITCH indicating Highest Degree of Safety in terms of timely servicing of financial obligations. Bonds to be allotted on first-cum-first serve basis up to the limit reserved for each category of investors. (Please refer to page number 265-266 of the prospectus for the details) Bonds to be issued allotted & traded in dematerialized form only. Bonds are proposed to be listed on the BSE Limited Strengths REC s financial position is strong and the business is profitable As on September 30, 2011, REC had a net worth of Rs. 14,074.86 Crores as per its standalone financial statement and annualized return on net worth for the six months ended September 30, 2011 was 19.15%. Further with company s ability to raise funds at competitive costs (8.03% as on September 30 2012) and with a diversified loan asset portfolio, the Net Interest Margins increased from 3.13% in Fiscal 2007 to 4.42% for the six months ended September 30, 2011. The company has operated its financing business profitably for fifteen consecutive years. Uniquely positioned to access and appraise borrowers in the Indian power sector REC has been involved in Indian power sector finance since 1969 and was the first financial institution to exclusively focus on financing the Indian power sector. With a network of 18 project offices spread across India, REC plays a critical role in the development of relationship with its clients, operation and promotion of its business and loan appraisal, loan sanctioning and post sanction monitoring processes. Occupies a key strategic position in the GoI's plans for growth of the power sector REC is one of the limited numbers of government-owned companies that focus exclusively on financing the development of the power sector in India. The company has consistently benefited from the GoI's power infrastructure plans since 1969 and the GoI has ensured REC s mandate has evolved in accordance with the development priorities. Experienced management team with sector expertise The company is managed by a team of highly experienced and qualified professionals. REC s key managerial personnel have an established track record in managing public financial institutions in India and bear a considerable knowledge of the power sector in India with most of its key managerial personnel are having over 30 years of relevant experience. Source: Prospectus (Dated March 2, 2012)
Issue Structure Issue Opening Date March 6, 2012 Issue Closing Date* March 12, 2012. The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days) or extension by such period, upto a period of 15 days from the date of opening of the Issue, as may be decided by the Board of Directors or a duly constituted Bond Committee thereof. In the event of such early closure of the subscription list of the Issue, our Company shall ensure that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper. Further, Allotment shall be on first come first serve basis, with Issuer Company having the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed. Instrument Tax Free Secured Redeemable Non-Convertible Bonds in the nature of Debentures Mode of Allotment^ Only in Dematerialised Form Trading Issue Size Credit Rating Tenor/Redemption Date Lead Managers to the Issue Consortium Members for marketing of the Issue Trustee for the Bondholders Depositories Proposed to be listed on Interest on Application Money used towards allotment of bonds Interest on Application Money which is liable to be refunded *The Issue shall remain open for subscription during banking hours for the period indicated above ^ The Bonds will not be allotted in physical form. Compulsorily in dematerialized form Rs 1500 Crore with an option to retain oversubscription upto an aggregate amount of Rs 3000 Crore CRISIL AAA/Stable by CRISIL, CARE AAA by CARE, [ICRA] AAA by ICRA & Fitch AAA (Ind)by FITCH 10 Years and 15 Years from the deemed date of allotment A. K. Capital Services Limited, SBI Capital Markets Limited, RR Investors Capital Services Private Limited and Kotak Mahindra Capital Company Limited A. K. Capital Services Limited, A.K.Stockmart Private Limited, SBI Capital Markets Limited, Kotak Mahindra Capital Company Limited, RR Investors Capital Services Private Limited, SBICAP Securities Limited, Kotak Securities Limited and R R Equity Brokers Private Limited IL & FS Trust Company Ltd. CDSL & NSDL BSE Interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom Bonds are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of banking of the application (being the date of submission of each application as duly acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 7.93% p.a. and 8.12% p.a. on Bond Series 1 and Bond Series 2 respectively for allottees under Category I and Category II Portion, and at the rate of 8.13% p.a. and 8.32% p.a. on Bond Series 1 and Bond Series 2 respectively for allottees under Category III Portion. Interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the SEBI Debt Regulations, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 5% per annum. Such interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched/credited (in case of electronic payment) along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/first applicant.provided that, notwithstanding anything contained hereinabove, REC shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant. Please refer to Rejection of Application at page 264 of this Prospectus.
Bond Particulars Options Bonds Series 1 Bonds Series 2 Tenor* Redemption Date Redemption Amount (Rs./Bond) Frequency of Interest Payment Minimum Application Size In Multiples of Face Value(Rs./Bond) Put/Call Option Coupon Rate for Category-I, II and III Applicants (% p.a.) Additional Coupon Rate for Category-III Applicants (% p.a.)*** Aggregate Coupon Rate for Category-III Applicants (% p.a.) 10 years 15 years At the end of 10th year from the Deemed Date of Allotment Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Annual At the end of 15th year from the Deemed Date of Allotment Repayment of the Face Value plus any interest that may have accrued at the Redemption Date Annual 5 Bonds (Rs. 5,000) 5 Bonds (Rs. 5,000) 1 Bond 1 Bond Rs. 1,000 Rs. 1,000 None None 7.93% 8.12% 0.20% 0.20% 8.13% 8.32% * The Company shall allocate and allot Bond Series 2 bearing longest maturity to all valid applications, wherein the Applicants have not indicated their choice of the relevant Bond Series. *** An additional interest at the rate of 0.20% p.a. shall be payable to the allottees under Category III for the Bonds under both Bond Series 1 and Bond Series 2. Accordingly, the Bond Series 1 and Bond Series 2 allotted to Category III investors, shall carry an aggregate coupon rate of 8.13% p.a. and 8.32% p.a., respectively, payable annually from, and including, the Deemed Date of Allotment up to, but excluding their respective Maturity Dates, payable on the "Interest Payment Date", to the Bondholders as of the relevant Record Date. The effective yield to Category III investors would be 8.13% p.a. and 8.32% p.a. for the Bond Series 1 and Bond Series 2 respectively. Please note that the aforesaid additional interest of 0.20% p.a. shall only be available to the original allottees under Category III Portion under both Bond Series 1 and Bond Series 2. In case the Bonds held by the original allottees under Category III Portion are sold / transferred (except in case of transfer of Bonds to legal heir in the event of death of the original allottee), the coupon rate shall stand revised to the coupon rate applicable for allottees falling under Category I and Category II Portion.
Who can apply? Category-I (QIBs, Corporates & Others)* Category-II (High Networth Individuals applying above Rs. 5 Lakh) Category-III (Retail Individual Investors applying upto and including Rs. 5 Lakh) i.) QIB: Mutual Fund Resident Indian individuals Resident Indian individuals Public Financial Institution as defined in section 4A of the Companies Act, 1956 Hindu Undivided Families through the Karta Hindu Undivided Families through the Karta Scheduled Commercial Bank Multilateral and Bilateral Development Financial Institution State Industrial Development Corporation Insurance Company registered with the Insurance Regulatory and Development Authority Provident Fund with minimum corpus of twenty five crore rupees Pension Fund with minimum corpus of twenty five crore rupees National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India Insurance Funds set up and managed by army, navy or air force of the Union of India Insurance Funds set up and managed by the Department of Posts, India ii) Regional Rural Banks and Co-operative Banks, eligible to invest in the Issue iii) Companies; bodies corporate and societies registered under the applicable laws in India and authorised to invest in the Bonds; iv) Public/private charitable/religious trusts which are authorised to invest in the Bonds; v) Scientific and/or industrial research organisations, which are authorised to invest in the Bonds; vi) Partnership firms in the name of the partners; vii) Limited liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) *Note: With respect to provisions of Sub Section 3 of Section 372A of The Companies Act, 1956, it may be noted that the Reserve Bank of India has vide its notification no. Ref.No.MPD.BC.352/05.03.004/2011-12 dated February 13, 2012, increased the bank rate to 9.50 per cent per annum with effect from the close of business on February 13, 2012. Coupon rates on the Bonds have been determined in pursuance of CBDT Notification dated February 14, 2012, which provides that the rate of interest on Bonds shall not be less than fifty basis points lower than the yield on the Government Securities of equivalent residual maturity as reported by the Fixed Income Money Market and Derivative Association of India, as on the last working day of the month immediately preceding the month of the issue of the Bonds. Although the coupon rates offered on the Bonds are lower than the prevailing bank rate, it may be noted that since these are tax free bonds, the gross/ pre-tax yield to the investors may be higher, depending upon the applicable tax rates. Companies other than banking companies, insurance companies and other Companies as mentioned in clause (a) sub section 8 of Section 372A may however seek independent opinion from their legal counsel about their eligibility to make an application for the Bond
Applications cannot be made by: a) Minors without a guardian name; b) Foreign nationals; c) Persons resident outside India including NRIs; d) Overseas Corporate Bodies e) FIIs Basis of Allotment Category Size in % Size in Amount including option to retain oversubscription Category I 50% of Overall Issue Size Category II (Above Rs. 5 Lakh) 25% of Overall Issue Size Category III (Below & including Rs. 5 Lakh) 25% of Overall Issue Size Rs. 1500 Crores Rs. 750 Crores Rs. 750 Crores Undersubscription: If there is any under subscription in any Portion, priority in allotments will be given in the following order: i. Category-III Portion ii. Category-II Portion iii. Category-I Portion On a first come first serve basis within each Portion. Oversubscription: In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first come first-serve basis and thereafter on proportionate basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the applicants on the date of oversubscription (based on the date of submission of each application to the Bankers to the Issue, in each Portion).
FINANCIAL HIGHLIGHTS (Standalone) As on/for the year (Rs. Crs) March 31,2007 March 31, 2008 March 31,2009 March 31, 2010 March 31,2011 Share Capital 780.60 858.66 858.66 987.45 987.45 Reserve and Surplus 3232.10 4509.04 5331.41 10092.87 11801.15 Networth 4012.70 5367.70 6190.07 11080.33 12788.61 Secured Loans 26533.97 29421.95 37613.65 46244.73 46267.43 Unsecured Loans 3747.02 4860.83 7322.30 9703.49 23736.39 Net Block 55.37 70.25 56.63 67.09 65.24 Current Assets, Loans & Advances 2629.98 1782.60 2401.46 2083.70 3420.33 Total Income 2853.99 3537.42 4919.85 6707.60 8409.93 Total Expenditure 1851.12 2224.43 3000.14 4058.30 4930.07 Profit Before Tax 1006.18 1312.42 1920.10 2649.19 3476.62 Net Profit After Tax 660.25 860.14 1272.07 2001.41 2569.93 Net Interest Margin 3.13% 3.69% 3.96% 4.32% 4.48% Net NPA % to loan outstanding 1.85% 0.61% 0.04% 0.003% 0.002% Capital Adequacy ratio (%) 12.35% 13.26% 11.60% 16.05% 19.09%
DISCLAIMER: * For the purpose of information only, invest only after referring to the final prospectus. This document has been prepared based on Final Prospectus and is for informational purpose only. Invest only after referring to final prospectus. It is meant for the recipient for use as intended and not for circulation. This document should not be reported or copied or made available to others. The information contained herein is from the public domain or sources believed to be reliable. While reasonable care has been taken to ensure that information given is at the time believed to be fair and correct and opinions based thereupon are reasonable, due to the very nature of research it cannot be warranted or represented that it is accurate or complete and it should not be relied upon as such. We do not guarantee the accuracy, adequacy or completeness of any Data in the Report and is not responsible for any errors or omissions or for the results obtained from the use of such Data. The company and its employees will not in any way be responsible for the contents of this report. The securities discussed in this report may not be suitable for all investors. Investors must make their own investment decision based on their own investment objectives, goals and financial position and based on their own analysis. The company states that it has no financial liability whatsoever towards any investments based on this research report. Sharekhan Ltd: BSE Cash-INB011073351; F&O-INF011073351; NSE INB/INF231073330; CD - INE231073330; MCX Stock Exchange: CD - INE261073330; United Stock Exchange: CD - INE271073350; DP: NSDL-IN-DP-NSDL-233-2003; CDSL-IN-DP- CDSL-271-2004; PMS INP000000662; Mutual Fund: ARN 20669. Commodity trading through Sharekhan Commodities Pvt. Ltd.: MCX-10080; (MCX/TCM/CORP/0425); NCDEX -00132; (NCDEX/TCM/CORP/0142); National Spot Exchange Ltd: 12790; for any complaints email at igc@sharekhan.com. Sharekhan Disclaimer: Sharekhan Ltd is engaged as a distributor of IPOs/ Bonds/ NCDs/ FDs/ Mutual Funds. Sharekhan or any of its group concerns do not in any manner recommends any product or any of its characteristics. The client is advised to take his / her own independent decisions for investing in any financial product after understanding their respective nature and risk and returns involved. The client may also approach his / her own consultants for investing in financial products or in relation to the tax related aspects. We do not solicit any action based upon this promotional material. Please note that the product does not take into account any particular investment objectives, financial decisions or needs of individual recipients. Neither Sharekhan nor any person connected with Sharekhan accepts any liability arising out of investment suggested in this material.