ISSUE BY WAY OF PRIVATE PLACEMENT BY BHILWARA GREEN ENERGY ... · issue by way of private placement...

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ISSUE BY WAY OF PRIVATE PLACEMENT BY BHILWARA GREEN ENERGY LIMITED (THE "COMPANY" / "ISSUER") OF 1,774,436 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000/- EACH (THE DEBENTURES) TO BE ISSUED IN ONE OR MORE SERIES AGGREGATING TO RS. 177.44 Crores (THE "ISSUE")

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The SEBI doesn't take any responsibility for this Issue in any manner.

GENERAL DISCLAIMER

This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by BHILWARA GREEN ENERGY LIMITED. This Disclosure Document is for the exclusive use of the intended recipient(s) to whom it is delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person.

CREDIT RATING [ICRA]BBB+ (pronounced as "ICRA triple B plus”) by ICRA to the Rs. 177.44 crore NCD programme of Bhilwara Green Energy Limited (BGEL)

The Debenture issue by the Company with this rating is considered to have a moderate degree of safety regarding timely servicing of financial obligation. Such instruments carry moderate credit risk.

LISTING

The Debentures are proposed to be listed on the BSE Limited ("BSE" or the "Stock Exchange").

ISSUE PROGRAMME*

ISSUE OPEN ON

10 OCT 14 DEEMED DATE

OF ALLOTMENT

ON OR BEFORE 31 DECEMBER 2014

ISSUE CLOSES ON

31 DECEMBER 2014

*The Company reserves the right to close the Issue earlier from the aforesaid date or change the Issue schedule including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior notice. The allotment will be done as and when subscription amount is received but not later than 31 December 2014.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

Name: IDBI Trusteeship Services Limited

Address: Asian Building, Ground Floor

17. R. Kamani Marg Ballard Estate

Mumbai Maharashtra – 400 001

Phone: +91 022 40807000

Fax: +91 022 66311776

Email: [email protected]

Name: Skyline Financial Services Private Limited

Address: D-153 A Ist Floor, Okhla Industrial Area, Phase – I, New Delhi-110 020Tel.: 011 64732681-88

Fax: +91 11 26812682

Web:www.skylinerta.com

mailto:[email protected]

http://www.skylinerta.com/

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TABLE OF CONTENTS

Sn Particulars

1. Definitions and Abbreviations

2. Issuer Information

3. A Brief summary of business/activities of the Issuer and its line of business

4. Brief history of the Issuer

5. Details of the Shareholding Pattern of the Company

6. Details of Directors

7. Details of Auditors of the Company

8. Details of Borrowings of the Company

9. Details of Promoters of the Company

10. Audited Standalone Financial information for at least last three years

11. Unaudited Half Yearly Standalone Financial information.

12. Any material event/development or change having implications on the financials/credit quality (e.g. any), material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor's decision to invest/continue to invest in the debt securities.

13. The names of the debenture trustee(s) and consent to the Issuer for his appointment under regulation 4 ' (4) and in all the subsequent periodical communications sent to the holders of debt securities.

14. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies

15. Copy of consent letter from the Debenture Trustee

16. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

17. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange.

18. Other details

19. Risk Factors

20. Undertakings by the Investor

21. Disclaimers

22. Summary Term Sheet

23. Declaration

24. List of Enclosures

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1. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicate or requires, the following terms shall have the meaning given below in this Discloser Documents.

Terms Description

“Bhilwara Green Energy Limited” or “BGEL” or the “Company” or the “Issuer”

BHILWARA GREEN ENERGY LIMITED

Articles of Association Articles of Association of the Company, as amended from time to time.

Board of Directors / Board

The Board of Directors of the Company or a Committee constituted thereof.

Memorandum of Association

The Memorandum of Association of the Company, as amended from time to time.

Promoter(s) Bhilwara Energy Limited

Issue Related Terms Description

Affiliate (s) Affiliate (s) shall mean with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under direct, indirect or common Control with, such person. For the purposes of this definition of "Affiliate", "Control", "Controlled" or "Controlling" shall mean, with respect to any person, any circumstance in which such person is controlled by any person by virtue of the latter person controlling the composition of the board of directors or managers or owning or controlling percentage of the voting securities or interests of such person or otherwise

AGM Annual General Meeting

Application Form The form in which an investor can apply for subscription to the Debentures

BSE / Stock Exchange Bombay Stock Exchange

Bankers The banker to be issue in this case being HDFC Bank Limited.

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized from as defined under section 2 of the Depositories Act, 1996

Companies Act Companies Act, 2013 and Companies Act, 1956 to the extent applicable

CEO Chief Executive Officer of the Company, if any.

CDSL Central Depository Services (India) Limited

Credit Rating Agency ICRA Limited

Debentures 1,774,436 Secured, Redeemable, Non-convertible Debentures of face value of Rs. 1,000/- each, aggregating to Rs. 177.44 Crores

Debenture Trustee IDBI Trusteeship Services Limited

Debenture Trust Debenture Trust Deed to be executed between the Company and

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Deed Debenture Trustee

Depository(ies) NSDL and CDSL

DP-ID Depository Participant Identification Number

EGM Extra Ordinary General Meeting

Equity Shares Equity shares of the Company of face value of Rs. 10 each

FII Foreign Institutional Investor as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 and registered with the SEBI under applicable laws in India

NSDL National Securities Depository Limited

NCD Secured Redeemable Non-Convertible Debenture(s)

Events of Default The occurrence of any one of the events as mentioned in the Debenture Trust Deed shall constitute an Event of Default

Disclosure Document This Disclosure Document through which the Debentures are offered on private placement basis

PAN Permanent Account Number allotted by the Income Tax Department

RBI Reserve Bank of India

Record Date The date , as may be fixed by the Company, which will be 15 days prior to the redemption date on which the determination of the persons entitled to receive coupon/redemption amount in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture Holders or NSDL/CDSL record) shall be made

Registered

Debenture Holder

The Debenture holder whose name appears in the Register of Debenture Holders or in the beneficial ownership record furnished by NSDL/CDSL for this purpose.

Register of

Debenture Holders

The register maintained by the Company containing the name of Debenture holders entitled to receive coupon/redemption amount in respect of the Debentures on the Record Date, which shall be maintained at the Corporate Office.

RTL RTL Shall mean Rupee Term Loan

SCRA Securities Contracts (Regulations) Act, 1956.

SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992.

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time

Working Days All days except Saturday, Sunday and public holiday.

Force Majeure Force Majeure event shall mean any war, strike, lock-out, natural disaster, act of terrorism, any restriction on trading in the underlying, an act of state or situations beyond the reasonable control of the Company occurring after an obligation under the Disclosure Document is entered into by the Company, or such obligation has become illegal or impossible, in whole or in part and includes any breakdown, failure or

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malfunction beyond the control of the Company of any telecommunication or computer system including, without limitation, unavailability or outages or breakdowns of any communication system(s), breach or effect of any virus in the processes or the ‘payment and delivery mechanism’, sabotage, fire, explosion(s), acts of God, civil commotion or industrial action of any kind, riots, insurrection, acts of Government, computer hacking, unauthorized access to computer data and storage devices and computer crashes.

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2. ISSUER INFORMATION

2.1 Name and address of the following:

NAME AND REGISTERED OFFICE OF THE CORPORATE OFFICE OF THE ISSUER: ISSUER:

Name: Bhilwara Green Energy Limited

Address: Bhilwara Towers, A-12,

Sector 1, Noida - 201301 (NCR Delhi), India

Tel: +91-120-4390300

Fax: +91-120-4277841

E-mail: [email protected]

Website: http://www.bhilwaraenergy.com

Name: Bhilwara Green Energy Limited

Address: Bhilwara Bhawan, 40-41,

Community Centre,

New Friends Colony, New Delhi-110025,


Website: http://www.bhilwaraenergy.com

COMPLIANCE OFFICER OF THE ISSUER:

Name: Mr. Ravi Gupta

Bhilwara Green Energy Limited

Address: Bhilwara Towers, A-12,

Sector 1, Noida - 201301 (NCR Delhi), India

Tel: +91-120-4390300

Fax: +91-120-4277841


HEAD - FINANCE AND ACCOUNTS OF THE

ISSUER:

Mr. O. P. Ajmera

Director

Bhilwara Towers, A-12, Sector 1, Noida -

201301 (NCR Delhi), India

Tel: +91-120-4390300; Fax: +91-120-4277841


TRUSTEE OF THE ISSUE:

Name: IDBI Trusteeship Services Limited

Address: Asian Building, Ground Floor

17. R. Kamani Marg Ballard Estate

Mumbai Maharashtra – 400 001

Phone: +91 022 40807000

Fax: +91 022 66311776


REGISTRAR OF THE ISSUE: Skyline Financial Services Private Limited

Address: D-153 A Ist Floor, Okhla Industrial Area, Phase – I, New Delhi-110 020 Email: [email protected]

Tel.: 011 64732681-88

Fax: +91 11 26812682

Web:www.skylinerta.com

CREDIT RATING AGENCY OF THE ISSUE

ICRA Ltd

Address: Building No. 8,

2nd Floor, Tower A, DLF

Cyber City, Phase II,

Gurgaon 122002

Phone: +91-124-4545300 Fax: +91-124-4050424


AUDITORS OF THE ISSUER

Doogar & Associates,

13, Community Centre, East of

Kailash, New Delhi-110065

Tel: 011-41621382, 26472557


Fax: 011-41326811

http://www.bhilwaraenergy.com/


http://www.skylinerta.com/


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3. A BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

3.1 Overview

Bhilwara Green Energy Limited (BGEL/Company), a company registered under the Companies Act 1956 had been originally incorporated on 15th March 1995 in the name of Bhilwara Telecom Limited under the Companies Act, 1956, subsequently the name was changed to LNJ Energy Limited with effect from 1st December 2006, subsequently the name was changed to Bhilwara Glitnir Green Energy Limited with effect from 26th February 2008, subsequently the name of was changed to Bhilwara Mannvit Green Energy Limited with effect from 13th may 2009, subsequently the name was changed to Bhilwara Green Energy Limited with effect from 18th March 2011. The Company received its Certificate for Commencement of Business on 29th March 1995. The Corporate Identity Number of the company is U74899DL1995PLC066321. The Company has set-up 49.5 MW (1.5 MW X 33 WTG’s) Wind Energy Project (“the Project”) in Satara district, Maharashtra. BGEL is a part of LNJ Bhilwara Group (“LNJ Group” or “the Group”), promoted by Mr L. N. Jhunjhunwala in the year 1961. LNJ Bhilwara Group has business interests in Graphite electrodes, Power, Textiles and IT among others. The Company has implementing the project on forest and private land. Forest land of 12.8 Ha has been taken on lease for 30 years and private land of 10 Ha is owned by the company. The project site is located approximately 75 km east-southeast of Satara, India and about 45 km north-northeast of Sangli, India. The Project is part of 200 MW wind farm being developed by Regen Powertech in Sangli district of Maharashtra. BGEL has signed Power Purchase Agreement (PPA) with Maharashtra State Electricity Distribution Company Limited (MSEDCL) at an average tariff of ₹ 5.51 per unit for 49.5 MW.

The project achieved commercial operations in the month of March 2012.

3.2 Corporate Structure

The company has a professional setup and is run by experienced professionals.

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3.3 Key Operational and Financial Parameters for last three audited years

(Rupees in crores)

Parameters FY 2013-14 FY 2012-13 FY 2011-12

Net worth 64.95 57.32 49.52

Total Debt of which 243.11 246.16 89.89

- Non Current Maturities of Long Term Borrowings 228.59 232.69 89.89

- Short Term Borrowing

- Current Maturities of Long term Borrowings 14.52 13.47 0

Other long term liabilities

Net Fixed Assets 283.27 241.06 190.55

Capital Work-in-Progress 0 49.10 103.59

Pre-operative expenses pending allocation 0 8.91 3.43

Long –term loans and advances 0.59 0.01 1.51

Non-Current Assets 0.28 0.15 -

Cash and Cash Equivalents 15.96 10.39 0.30

Current Investments 0.00 0.00 0.00

Current Assets 38.18 19.10 0.95

Current Liabilities 13.59 13.47 153.70

Net Sales 62.84 30.00 0.07

EBITDA 61.26 34.80 (0.07)

EBIT 38.47 17.28 (0.41)

Interest 30.25 16.31 0.09

PAT 7.64 0.89 (0.50)

Dividend amounts 0.00 0.00 0.00

Current ratio 1.35 0.67 0.00

Interest coverage ratio ------ --------- ----------

Gross debt/equity ratio 3.74 4.29 1.81

Gross Debt: Equity Ratio of the Company:

Before the issue of debt Securities- as on 30/09/2014 2.89

After the issue of debt Securities 3.46

3.4 Project cost and means of financing, in case of funding of new projects : Not Applicable

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4. A BRIEF HISTORY OF THE ISSUER

4.1 History:

Bhilwara Green Energy Limited (BGEL/Company), a company registered under the Companies Act 1956 had been originally incorporated on 15th March 1995 in the name of Bhilwara Telecom Limited under the Companies Act, 1956, subsequently the name was changed to LNJ Energy Limited with effect from 1st December 2006, subsequently the name was changed to Bhilwara Glitnir Green Energy Limited with effect from 26th February 2008, subsequently the name of was changed to Bhilwara Mannvit Green Energy Limited with effect from 13th may 2009, subsequently the name was changed to Bhilwara Green Energy Limited with effect from 18th March 2011. The Company received its Certificate for Commencement of Business on 29th March 1995. The Corporate Identity Number of the company is U74899DL1995PLC066321. The Company is presently engaged in the business of generation of power through its 49.5 MW wind power plant located in the State of Maharashtra.

4.2 Details of Share Capital as on 30 Sep 2014:

Sn Share Capital Rupees

A. Authorised Share Capital

6,00,00,000 equity shares of Rs. 10 each 60,00,00,000

Total 60,00,00,000

B. Issued, Subscribed and paid-up Share Capital

5,69,60,070 equity shares of Rs.10 each fully paid up 56,96,00,700

C. Total 56,96,00,700

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4.3 Capital Structure:

4.3.1. Authorised Share capital of the Company is Rs.60 Crore divided into 6,00,00,000 Equity Shares of

Rupees Ten Each only.

4.3.2. Changes in capital structure as on 30 Sep 2014 (for last five years):

*For Sl. No.2 to 7 Beneficial holding is with Bhilwara Energy Limited

Date-wise details of change in share capital of the Company:

The existing share capital of the company is Rs 56.96 Crore divided into divided in to 5,69,60,070 equity shares of Rs 10/- each

Sr. No.

Name of the Shareholder / Particulars

Total Number of equity

shares

Total percentage

(% ) of Shareholding

Number of shares held

in Demat Form

1 BHILWARA ENERGY LIMITED

56,960,010 99.999% NIL

2 DEEPAK GUPTA & BHILWARA ENERGY LIMITED

10 0.00016% NIL

3 BRIJ MOHAN & BHILWARA ENERGY LIMITED

10 0.00016% NIL

4 PUNEET AGGARWAL & BHILWARA ENERGY LIMITED

10 0.00016% NIL

5 O P AJMERA & BHILWARA ENERGY LIMITED

10 0.00016% NIL

6 SUMIT GARG & BHILWARA ENERGY LIMITED

10 0.00016% NIL

7 SEBASTIAN C.C. & BHILWARA ENERGY LIMITED

10 0.00016% NIL

Total 5,69,60,070 100.00% NIL

Date of Allotment

No. of Shares Allotted

Face Value of the Shares Allotted (Rs)

Price (Rs)

On Incorporation 70 700 10/- per share

05.12.2002 50,000 5,00,000 10/- per share

09.03.2012 5,00,00,000 50,00,00,000 10/- per share

21.12.2012 69,10,000 6,91,00,000 10/- per share

I. Total 5,69,60,070 56,96,00,700

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4.4 Share capital history of the Company as on 30 Sep 2014 (for last five years) :

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4.5 Details of any acquisitions or amalgamation in the last one year : None

4.6

Details of any reorganization or reconstruction in the last one year :

None

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5. DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON 30 SEP 2014

5.1 Shareholding pattern of the Company as on 30th Sep 2014

Sr. No.

Name of the Shareholder / Particulars Total Number

of equity shares

Total percentage

(% ) of Shareholding

1 BHILWARA ENERGY LIMITED 56,960,010 99.999%


10 0.00016%


10 0.00016%

4 PUNEET AGGARWAL & BHILWARA ENERGY LIMITED

10 0.00016%


10 0.00016%


10 0.00016%

7 SEBASTIAN C.C. & BHILWARA ENERGY LIMITED

10 0.00016%

Total

5,69,60,070 100.00%

*For Sl. No.2 to 7 Beneficial holding is with Bhilwara Energy Limited

5.2 List of Top 10 holders of Equity Shares of the Company as on Sep 30 2014

SN Particulars Total no. of

Equity Shares No. of shares

in Demat Form

Total shareholding as % of total no. of equity

shares

1 BHILWARA ENERGY LIMITED 56,960,010 NIL 99.999%

2

SEBASTIAN C.C. & BHILWARA ENERGY LIMITED

10 NIL

0.00016%


10 NIL 0.00016%


10 NIL 0.00016%

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5

PUNEET AGARWAL & BHILWARA ENERGY LIMITED

10 NIL

0.00016%


10 NIL 0.00016%


10 NIL 0.00016%

Total 5,69,60,070 NIL 100.00%

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6. DETAILS REGARDING THE DIRECTORS OF THE COMPANY

6.1 Details of directors of the Company as on 30 Sep 2014

Name

DIN Address Director of the

company since

Details of other Directorship

RIJU JHUNJHUNWALA

00061060

63, FRIENDS COLONY(EAST), NEW DELHI, 110065, Delhi, INDIA

15/06/2011 1. BHILWARA INFOTECHNOLOGY LIMITED 2. BHILWARA SERVICES PRIVATE LIMITED 3. LNJ BHILWARA TEXTILE ANUSANDHAN

VIKAS KENDRA 4. RSWM LIMITED 5. CHESLIND TEXTILES LIMITED 6. BHILWARA TECHNICAL TEXTILES LIMITED 7. HEG LIMITED 8. BHILWARA ENERGY LIMITED 9. NJC HYDRO POWER LIMITED 10. CHANGO YANGTHANG HYDRO POWER

LIMITED 11. LNJ POWER VENTURES LIMITED

RISHABH JHUNJHUNWALA

03104458 63, FRIENDS COLONY(EAST), NEW DELHI, 110065, Delhi, INDIA

15/06/2011 1. BHILWARA ENERGY LIMITED 2. INDO CANADIAN CONSULTANCY

SERVICES LIMITED 3. ODETTA REALTY PRIVATE LIMITED 4. NJC HYDRO POWER LIMITED 5. CHANGO YANGTHANG HYDRO POWER

LIMITED 6. BHILWARA INFOTECHNOLOGY LIMITED 7. LNJ Power Ventures Limited 8. LNJ REALTY PRIVATE LIMITED 9. BG WIND POWER LIMITED

OM PRAKASH AJMERA

00322834 B - 6, SECTOR - 14, NOIDA, 201301, Uttar Pradesh, INDIA

15/02/2003 1. LNJ POWER VENTURES LIMITED 2. LNJ FINANCIAL SERVICES LIMITED 3. NJC HYDRO POWER LIMITED 4. ODETTA REALTY PRIVATE LIMITED 5. CHANGO YANGTHANG HYDRO POWER

LIMITED 6. INDO CANADIAN CONSULTANCY

SERVICES LIMITED 7. BG WIND POWER LIMITED

GOPAL KRISHNA MISHRA (NOMINEE DIRECTOR FROM IFCI LTD.)

06815542 D-3/3205, VASANT KUNJ, NEW DELHI, 110070, Delhi, INDIA

19/06/2014 1. ITCOT CONSULTANCY AND SERVICES LIMITED

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6.2 Details of change in directors since last three years:

Name, Designation DIN Date of

Appointment Date of

Resignation Director of the

Company since (in case of

resignation)

Mr. Ravi Jhunjhunwala, Director

00060972 15/06/2011 11/08/2014 Since 15/06/2011

Mr. Riju Jhunjhunwala,

Director

00061060 15/06/2011 -

Mr. Rishabh Jhunjhunwala,

Director

03104458 15/06/2011 -

Mr. Om Prakash Ajmera,

Director

00322834 15/02/2003 -

Mr. Nitin Agarwal,

Nominee Director-IFCI Ltd.

02514421 20/12/2013 19/06/2014 Since 20/12/2013

Mr. Gopal Krishna Mishra,

Nominee Director-IFCI Ltd.

06815542 19/06/2014 -

Mr Bhaskar Pratap Singh,

Director

00895145 16/08/1997 15/06/2011 Since 16/08/1997

Mr Vimal Banka, Director 00322532 15/02/2003 15/06/2011 Since 15/02/2003

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7. DETAILS OF AUDITORS OF THE COMPANY

7.1 Details of the Auditors of the Company

Name Address Auditor Since

M/s Doogar & Associates

13, Community Centre, East of Kailash, New Delhi-110065

Tel: 011-41621382, 26472557

Email: [email protected] Fax: 011-41326811

Since the Financial Year 2011-12

7.2 Details of changes in auditors since last three years : None


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8. DETAILS OF BORROWINGS OF THE COMPANY

8.1 Details of Secured Loan Facilities (as on 30 Sep 2014):

8.1.1. Fund Based

(Rupees in million)

Lender’s Name Type of Facility

Amount sanctioned

Principal amount

outstanding

Last

Repayment

Date

Security

International Finance Corporation (IFC)

Senior RTL 687.00 619.33 15 Apr 25 Refer Note 1 below

Indian Renewable Energy Development Agency Limited (IREDA)

Senior RTL 1,546.80 1,319.84 30 Nov 24 Refer Note 1 below

IFCI Limited (IFCI) CCD 388.20 388.20 - Refer Note 2 below

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8.1.2. Non Fund Based: N. A.


Amount sanctioned

Facility availed

Last

Repayment

Date

Security

Note 1: The senior RTL is secured on a first ranking pari passu basis by way of mortgage and charge in respect of Company's immovable properties both present and future, and a charge by way of hypothecation of Company's movable project assets, book debts, receivables, current assets, commissions, revenues of whatsoever nature and wherever arising, intangible assets of the Company, both present and future and a charge by way of an assignment of all the rights, titles and interest under all the project documents, Government approvals, insurance policies and uncalled capital. The loan is further secured by pledge of 74% of promoters’ equity holdings in the Company. One of the objects of the Issue is to prepay the outstanding of IREDA loan.

Note 2: The CCD is secured by second charge on Company's immovable and movable asset, cash flows, revenues and receivables both present and future, and a charge by way of an assignment of all the rights, titles and interest under all the project documents, Government approvals, insurance policies and uncalled capital. The CCDs are further secured by way of pledge of 26% of promoters' equity holdings in the Company. The CCD is also secured by the corporate guarantee issued by the Bhilwara Energy Limited.

8.2 Details of Unsecured Loan Facilities (as on 30th Sep 2014):

(Rupees in Million)


Amount sanctioned

Principal amount

outstanding

Repayment Date /

Schedule

Security

Bhilwara Energy Limited

Promoter Loan

Not specified, promoter loan availed on need basis

34.20 Repayable on demand

Unsecured

*This is an unsecured loan from the Holding Company, i.e. Bhilwara Energy Limited shown under the current liabilities in the financial statement.

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8.3 Details of Non-Convertible Debentures : (As on 30 Sep 2014) : Nil

8.4 List of Top 10 Non-Convertible Debenture holders as on 30 Sep 2014 : Nil

8.5 The amount of corporate guarantee issued by the issuer along with name of the counter party

(like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued : NONE

8.6 Details of Commercial Paper:

The total face value of Commercial Papers outstanding as on 30 Sep, 2014 : Nil

8.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /Preference Shares) as on 30 Sep 2014 :

The details of the rest of the borrowing in the form of CCD aggregating to Rs 388.20 Million (current outstanding Rs 388.20 Million) has been included in para 8.1.1 above. These are not rated.

8.8 Details of all default/s and/or delay in payments of interest and principal of any kind of term

loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years : NONE

8.9 Details of outstanding borrowings taken / debt securities issued where taken / issued (a) for

consideration other than cash, whether in whole or part, (b) at premium or discount, or (c) in pursuance of an option:

The Issuer has no outstanding borrowings taken for (a) for consideration other than cash, whether in whole or part, (b) at premium or discount, or (c) in pursuance of an option.

The Issuer, as on 30 Sep 2014, has not issued any debt securities for (i) consideration other than cash, whether in whole or part; or (ii) at premium or discount or (iii) in pursuance of an option.

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9. Details of Promoters of the Company

9.1 Details of Promoter’s Equity holding in the Company as on 30 Sep 2014

Name of the Shareholders

Total No of Equity shares

No of shares in demat form

Total Shareholding as % of total no of equity shares

Bhilwara Energy Limited

5,69,60,010 NIL 99.999%

Total 5,69,60,010 NIL 99.999% *Balance 0.001% is also held by Bhilwara Energy Limited as beneficial holder.

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10. Abridged version of Audited Consolidated (wherever available) and Standalone Financial information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any

10.1 Abridged Audited Balance Sheet for last three years:

For FY 2011-12

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For FY 2012-13

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For FY 2013-14

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10.2 Abridged Audited Profit and Loss statement for last three years:

For FY 2011-12

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For FY 2012-13

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For FY 2013-14

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10.3 Abridged Audited Cash Flow statement for last three years:

For FY 2011-12

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For FY 2012-13

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For FY 2013-14

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10.4 Auditors Qualification: There are no qualifications of Auditors on the financial statement (Balance sheet, Profit and Loss Account and Cash flow) of the company.

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11. Abridged version of Latest Audited / Limited Review Half Yearly consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any.

11.1 Abridged unaudited Balance Sheet as at 30 Sep 2014:

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11.2 Abridged unaudited Profit & Loss statement for the period (6months) ended 30 Sep 2014:

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11.3 Abridged unaudited Cash Flow statement for the period (6months) ended 30 Sep 2014:

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12. Any material event/ development or change having implications on the financials/credit quality

(e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

There is nothing to report hereunder.

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13. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities.

Pursuant to regulation 4(4) of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011, IDBI Trusteeship Services Limited has consented to act has Debenture trustee vide their letter dated 26th September 2014 a copy of which is enclosed herewith as Annexure A.

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14. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

The rating rationale issued by ICRA vide their dated 17 Oct 2014 is enclosed herewith as Annexure B.

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15. Copy of consent letter from the Debenture Trustee shall be disclosed

The Issuer has received the consent of IDBI Trusteeship Services Limited to act as the Trustees on behalf of the Debenture Holders vide their letter dated 26th September 2014, a copy of which is enclosed herewith as Annexure A (supra).

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16. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

The security proposed to be offered is not backed by any guarantee/letter of comfort any other document except those provided in the summary term sheet.

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17. Names of all the recognised stock exchanges where the debt securities are proposed to be listed

clearly indicating the designated stock exchange:

The Debentures are proposed to be listed on BSE. The designated stock exchange is the BSE.

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18. Other details

18.1 Debenture Redemption Reserve

The Company shall create the Debenture Redemption Reserve in accordance with the provisions of the Companies Act, 2013 and Rules framed thereunder.

18.2 Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

The Companies Act, 2013, as applicable

The Companies Act, 1956, as applicable

SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012).

18.3 Authorisation- The Board of Directors of the Company at their Meeting held on 30 Sep 2014 has

approved the issuance of Debentures. The Board of Directors of the Company at its meeting held on 30th September 2014 has approved this Disclosure Document and authorised the following to issue Disclosure Document on behalf of the Company:

Mr. O. P Ajmera Director Bhilwara Green Energy Limited Bhilwara Towers A-12, Sector-1, Noida-201301 Uttar Pradesh

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18.4 Application for the Debentures

18.4.1 Application form

Application for Debentures shall be in the format as under:

Date:

The Board of Directors

Bhilwara Green Energy Limited Bhilwara Towers, A-12, Sector 1, Noida - 201301 (NCR Delhi), India

Dear Sirs,

Sub: Issue of 11.75% Secured Redeemable Non-Convertible Debentures on Private Placement basis

On the basis of Disclosure Document dated October 10, 2014, we hereby apply for nos. of Non-Convertible Debentures of Rs.1,000/- each of Series _(Please fill in) (hereinafter called NCDs) of the Company for cash. We understand the NCDs allotted to us would be subject to the terms contained in the Disclosure Document and Memorandum and Articles of Association of the Company.

We furnish below our details:

Name of the Applicant

Status

Address of Applicant

Telephone No.

Email Id

Income Tax PAN DP Name DP Id Client Id

Details of Amount payable and paid:

No. of NCDs applied

Face Value of each NCD

Amount payable (Rupees)

Payment Details :

Remittance thru DD/ NEFT/ RTGS

We authorize you to place our name on the Debenture holders of the Company.

Thanking you, Yours faithfully

Name of Applicant: Acting through (if any)

Encl: Copies of Constitution document, Power of Attorney, Authorisation, Specimen Signatures of authorized signatories, Income Tax PAN, Demat account Master data

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18.4.2 How to Apply

Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft (if accompanied by a letter from bank) or cheque or electronic fund transfer instruction drawn or made payable in favour of "BHILWARA GREEN ENERGY LIMITED " and marked 'A/c Payee Only' in case of cheques. The full amount of the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below. For electronic fund transfer the details of the bank account of the Company is as hereunder:

Bank Details:

S No Particulars Details

1 Bank Name HDFC BANK LIMITED

2 Branch name SECTOR-12, NOIDA

3 Account Number 12232020002711

4 IFSC code HDFC0001223

5 MICR Code 110240141

Cheques/demand drafts/electronic fund transfer instruction may be drawn on any bank which is situated and is a member or sub-member of the Bankers' clearing houses located at Mumbai. Investors are required to make payments only through cheques/demand drafts/electronic transfer payable at Mumbai / New Delhi. The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.

18.4.3 Who can Apply

Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act.

The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures:

• Trust • Portfolio Managers registered with SEBI • Commercial Banks • Regional Rural Banks • Financial Institutions • Mutual Funds • Any other investor eligible to invest in these Debentures

All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.

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This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, FIIs and other person’s resident outside India are not eligible to apply for or hold the Debentures.

18.4.4 Application by Banks/Corporate Bodies/Mutual Funds/FIs/Trusts/Statutory Corporations

The applications must be accompanied by certified true copies of (i) memorandum and articles of association/constitution/bye-laws/trust deed; (ii) resolution authorizing investment and containing operating instructions; and (iii) specimen signatures of authorised signatories;

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Application made by an Asset Management Company or custodian of Mutual Fund shall clearly indicate the name of the concerned scheme for which application is being made.

18.4.5 Application under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signatures of all authorised signatories must be lodged along with the submission of the completed Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to the Company at its Corporate Office.

18.4.6 PAN

Each of the applicants should mention his/her/their PAN allotted under the Income Tax Act, 1961. Applications without this will be considered incomplete and are liable to be rejected.

18.4.7 Basis of Allotment

The Company has the sole and absolute right to allot the Debentures to any applicant.

18.4.8 Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole and absolute discretion of the Company.

18.4.9 Payment of Coupon

Coupon will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. Coupon on the Debentures, if any shall be payable on the last date of each month. The determination of the persons entitled to receive Coupon in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture holders or the Depositories' record) shall be made on the Record Date. In the case of joint holders of Debentures, Coupon shall be payable to the first named Debenture holder.

Coupon for each of the interest periods shall be computed on an actual / 365 days a year basis on the principal outstanding on the NCDs at the coupon rate. However, where the interest

period (start to end date) includes 29th February, interest shall be computed on 366 days a year basis, on the principal outstanding on the NCDs at the coupon rate as mentioned in the term sheet.

18.4.10 Redemption

The entire principal amount of the Debentures will be repaid in various instalments at par, on the Redemption Date. No surrender of debentures by the debenture holders will be allowed prior to the redemption date except for those provided in term sheet.

The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered debenture holders whose name appears in the Register of debenture holders on the record date. Such payment will be a

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legal discharge of the liability of the Company towards the debenture holders. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished.

The Company's liability to the debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Company will not be liable to pay any Coupon or compensation from the date of such redemption.

18.4.11 Right to Re-purchase and Re-issue the Debentures

The Company will have power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the Redemption Date, subject to applicable law and in accordance with the applicable guidelines/regulations, if any.

In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place.

Further the Company, in respect of such re-purchased/re-deemed Debentures shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law.

18.4.12 Place and Currency of Payment

All obligations under the Debentures including Coupon, are payable at Mumbai/New Delhi in Indian rupees only.

18.4.13 Issue of Debentures in Dematerialised Form

The Debentures may be issued in either in physical form or dematerialized form. The trading in Debentures will be in dematerialized mode only. The Company shall make arrangements with the depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant's name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the subscriber/ investor.

18.4.14 Splitting and Consolidation

Splitting and Consolidation of the Debentures is not applicable in the demat mode form since the market lot is one Debenture.

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18.4.15 Eligible Holders and Mode of Transfer

The Company will not register any transfers of the Debentures to any NRIs, OCBs, FIIs, or any persons resident outside India, unless appropriate regulatory approvals are obtained. The Company shall not be duty bound to take interest or trust in or over the Debentures. Transfer of debentures in dematerialised form would be in accordance to the rules/procedures as prescribed by NSDL/CDSL.

18.4.16 Succession

In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debentures holder of such Registered Holder's Debentures if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law.

18.4.17 Notices

The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent by registered post to the Registered Debenture holder(s) at the address of the Debenture holder(s) registered with the Corporate Office.

All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office / Corporate Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same.

18.4.18 Rights of Debenture holders

The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The Debenture shall not confer upon the holder the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.

18.4.19 Modifications of Rights

The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three-fourths of the outstanding amount of Debentures or with the sanction accorded pursuant

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to a resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company.

18.4.20 Future Borrowings

Subject to the applicable Regulations, the Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu, senior/junior to the Debentures) and other instruments and securities to any person or persons including to the public or a section of the public and/or members of the Company and/or to raise further loans, advances and/or avail further financial and/or guarantee facilities from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee.

18.4.21 Dispatch of Refund Orders

The Company shall ensure dispatch of refund orders by registered post.

18.4.22 Tax Benefits

A debenture holder is advised to consider in his own case the tax implications in respect of subscription to the Debentures after consulting his tax advisor.

18.4.23 Coupon Cheques/Refund Cheques

Loss of Coupon cheques/refund cheques should be intimated to the Company immediately. Upon receipt of request for issue of duplicate Coupon cheques/refund cheques, the Company shall consider the same and such issue of duplicate cheques shall be governed by applicable law and any other conditions as may be prescribed by the Company.

18.4.24 Debenture Trustee

The Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and consent to IDBI Trusteeship Services Limited to act as their debenture trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro-rata to the Debenture holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall be provided for the same.

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18.4.25 Anti-Money Laundering

Since these debentures may be issued in "compulsory demat mode" upon l isting and the Company uses depository system for allotment of the debentures, KYC tests conducted by depository participants at the time of accepting the customer or transaction under the prevention of money laundering policy adopted by depositories or depository participant shall be considered adequate irrespective of risk level of the customer or transaction. However, as a matter of a good practice, Company may examine transactions/clients that may fall under "suspicious transactions" category as defined under Prevention of Money Laundering Act, 2002 and seek further information from the clients.

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19. RISK FACTORS

19.1 Potential investors should consider carefully all the risk factors in this Disclosure Document for evaluating the Issuer and its business and the Debentures before making any investment decision relating to the Debentures. Unless the context requires otherwise, the risk factors described below apply to the Issuer only. If any one of the following stated risks actually occurs, the Issuer’s business, financial conditions and results of operations could suffer and, therefore, the value of the Issuer’s Debentures could decline. Unless specified or quantified in the relevant risk factors, the Issuer is not in a position to quantify the financial or other implications of any risk mentioned herein below:

19.1.1 Force Majeure

Early Termination for Extraordinary Reasons, Illegality and Force Majeure If the Issuer determines that, for reasons beyond its control, the performance of its obligations under the Debentures has become illegal or impractical in whole or in part for any reason, or the Issuer determines that, for reasons beyond its control, it is no longer legal or practical for it to maintain its hedging arrangements with respect to the Debentures for any reason, the Issuer may at its discretion and without obligation terminate early the Debentures. If the Issuer terminates early the Debentures, the Issuer will, if and to the extent permitted by applicable law, pay the holder of each such Debenture an amount determined by Issuer.

19.1.2 Creditworthiness of the Issuer:

The value of the Debentures is expected to be affected, in part, by Investors' general appraisal of the Issuer's creditworthiness. Any reduction in the creditworthiness of the Issuer could result in a reduction in the value of the Debentures. If a bankruptcy proceeding is commenced in respect to the Issuer, the return to a Debenture Holder may be limited and any recovery will likely be substantially delayed.

The principal amount is subject to the credit risk of the Issuer whereby the investor may or may not recover all or part of the funds in case of default by the Issuer.

19.1.3 Wind Resource Risk:

The basic raw material for the wind power generation is availability of wind. During the operation phase, wind resource risk is considered one of the major risks.

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19.1.4 Geographical Risk:

Wind Power project faces geographical risk due to seismicity and flooding during the monsoon season.

19.1.5 Marketing Risk:

Wind Power Projects faces the risk of non-availability of market at the remunerative tariff. The project has signed power purchase agreement with Maharashtra State Electricity Distribution Company Limited for sale of 100% of generated power at pre-determined tariff for first 13 years.

19.1.6 Credit Rating:

ICRA Limited has assigned “ICRA BBB+” rating for long term borrowings upto Rs. 177.44 crore through NCDs. The Issuer cannot guarantee that this rating will not be downgraded. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures.

Such a downgrade in the credit rating may lower the value of the Debentures and may also result in the Issuer having to withdraw this borrowing programme.

19.2 EXTERNAL RISK FACTORS

19.2.1 The Debentures may be illiquid. The Company intends to list the Debentures on the WDM

segment of the BSE. The Company cannot provide any guarantee that the Debentures will be frequently traded on the Stock Exchange(s) and that there would be any market for the Debenture(s). It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realise value for the Debentures prior to settlement of the Debentures.

19.2.2 A slowdown in economic growth in India. A slowdown in the Indian economy / GDP may

adversely affect Company’s business, including its ability to enhance its asset portfolio and the quality of its assets, and its ability to implement certain measures could be adversely affected by a movement in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or a general down trend in the economy. Any adverse revision to India's credit rating for domestic and international debt by international rating agencies may adversely impact the Company’s ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available

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20. UNDERTAKINGS BY THE INVESTOR

20.1 The following risks associated to the Debentures, is subject to and pursuant to the terms of the Debentures as provided in this Disclosure Document, The initial subscriber by subscribing to, and any subsequent purchaser by purchasing the Debentures, shall be deemed to have agreed, and accordingly the Company shall be entitled to presume, that each of the initial subscriber, and any subsequent purchaser (Debenture holder, as also referred to hereinabove and hereinafter

20.1.1 has-

sufficient knowledge (including of applicable laws, rules, regulations, circulars), experience

and expertise as an investor, to make the investment in such Debentures;

not relied on either of the Company, or any of its affiliates, holding company, or any person acting on its behalf for any information, advice or recommendations of any sort except as regards the accuracy of the specific factual information about the terms of the Debentures as set out in the Disclosure Document;

understood that information contained in the Disclosure Document, or any other document issued by the Company is not being construed as business or investment advice; and

made an independent evaluation and judgment of all risks and merits before investing in the Debentures;

20.1.2 has understood there may be delay in listing of the Debentures and even after being listed, may

not be marketable or may not have a market at all;

20.1.3 has understood that without prejudice to 20.1.1 and 20.1.2 above, the method and manner of

computation of, returns and calculations on the debentures shall be solely determined by the Company whose decision shall be final and binding;

20.1.4 has understood that in the event that the Debenture holder suffers adverse consequences or

loss, the Debenture holder shall be solely responsible for the same and the Company, or any of its affiliates, holding company, or any person acting on its behalf shall not be responsible, in any manner whatsoever, for any adverse consequences or loss suffered by the Debenture holder, including but not limited to, on the basis of any claim that no adequate disclosure regarding the risks involved was made or that the full risks involved were not explained or understood;

20.1.5 has reviewed the terms and conditions applicable to the Debentures as contained in the

Disclosure Document, and understood the same, and, on an independent assessment thereof, confirmed the same to be correct and, found the same acceptable for the investment made and has also reviewed the risk disclosure with respect to the Debentures, and understood the risks, and determined that the Debentures are a suitable investment and that the Debenture holder can bear the economic risk of that investment, including the possibility of receiving lower than the expected returns.

20.1.6 has received all the information believed to be necessary and appropriate or material in

connection with, and for, the investment in the Debentures;

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20.1.7 holds the Debentures as an investment and has not purchased the Debentures on a speculative basis;

20.1.8 as an investor, is knowledgeable about applicable laws, rules, regulations with respect to the

Debentures and is experienced in making investments, including in debt instrument and also investments similar to the Debentures;

20.1.9 The Investor while investing in the Debentures:

has obtained such independent and appropriate financial, tax, accounting and legal advice

as required and/or deemed necessary, to enable the Debenture holder to independently evaluate, assess and understand the appropriateness, merits and risks associated with investing in the Debentures, and also as to the Debenture holders' legal competency and ability (including under applicable laws and regulations), to invest in the Debentures;

has not, and does not claim to have, received, and has not relied on any advice or statements made or rendered by the Company, or any of its affiliates, holding company, or any person acting on its behalf, with respect to the Debentures, including as to the nature of returns, the probability of any returns or any erosion in the value of the Debentures over their life, or on maturity, redemption, sale or disposal, and none of such entities or persons have made any representations to the Debenture holder, express or implied, with respect to any of the above;

has assumed, on the Debenture holders' own account, all risk of loss that may occur or be suffered including as to the returns on and/or the sale value of the Debentures and shall not look directly or indirectly to the Company (or to any person acting on its behalf) to indemnify or otherwise hold the Debenture holder harmless in respect of any such loss and/or damage;

20.1.10 undertakes that, if the Debenture holder sells the Debentures to subsequent investors, the

Debenture holder shall ensure, and it is the Debenture holder's obligation in that regard, that:

the subsequent investors receive the terms and conditions, risks and representations

contained in the Disclosure Document and any other related document and fully understand the Debentures,

sale to subsequent investors will be subject to such investors having confirmed the receipt of all of (1) above,

the sale and transfer of the Debentures shall be effected only in the manner stipulated: by the Stock Exchange in accordance with the rules, regulations and bye-laws of the Stock Exchange;

20.1.11 has the legal ability to invest in the Debentures, and the investment does not contravene any

provision of any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder, or its assets;

20.1.12 where the Debenture holder is a partnership firm

its investing in the Debentures on its terms is within the scope of its investment policy and is

not in conflict with the provisions of the partnership deed currently in force;

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the investment in Debentures is being made by and on behalf of the partners (and binds all the partners jointly and severally), and that the partnership is in force and existing, and the investment has been ratified by all of the partners, jointly and severally;

the investment in Debentures has been duly authorised by all the partners, and does not contravene any provisions of the partnership deed, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the partnership or its assets or any of the partners or their respective assets;

for any minor as may have been admitted to the benefits of the partnership, the legal guardian of the minor has confirmed that the above applies equally to the minor as if the minor were a partner; and

for any Hindu Undivided Family ("HUF") that may be partner, the Karta declares that the above equally binds each of the co-parcenors and beneficiaries of the HUF; and

20.1.13 where the Debenture holder is a company, also confirms that:

notwithstanding the variable nature of the return on the Debentures, the Debenture holder

is not precluded under any law, rules, regulations and/ or circular/s issued by any statutory authority/ies including under the Companies Act, 2013, and the Companies Act, 1956, from investing in the Debentures;

all necessary corporate or other necessary action has been taken to authorize, and that the Debenture holder has corporate ability and authority, to invest in the Debentures; and

Investment in the Debentures does not contravene any provisions of the Memorandum and the Articles of Association as amended, modified or replaced, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder or the Debenture holder's assets.

20.1.14 where there is an intermediary who sells the Debentures ("Intermediary"), it also confirms that :

it is registered with SEBI;

it is fully in compliance with the laws and regulations applicable to it including the SEBI Circular dated CIR/IMD/DF/17/2011 dated September 28, 2011 ("Structured Products Guidelines"), the Prevention of Money Laundering Act, 2002 ("PML Act"), the Prevention of Money Laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005 ("PML Rules"), the requirements of Circular dated 20th March 2006 "Guidelines on Anti-Money Laundering Standards" of the SEBI ("AML Guidelines") together with the PML Act and the PML Rules, the "AML Laws & Rules"), all applicable know-your-client norms ("KYC Guidelines") and all applicable rules, regulation and guidelines issued by any relevant regulator;

The Intermediary is appropriately selling the Debentures to its Clients /the investor(s) and such sale of the Debentures is within the scope of its authority and accordingly binds each of the Clients/ investor(s). The Intermediary has independently satisfied itself: as to the suitability and appropriateness of the investment in the Debentures as regards each of the Clients / investor(s);as to the capacity and authority of each of the Clients / investor(s) to invest in such Debentures including obtaining of any licenses, authorizations, permissions, sanctions, consents or approvals; and that such sale of the Debentures will not contravene any applicable law.

Should there be any dispute by the Clients / investor(s) or any of them as regards the investment in the Debentures including but not limited to the scope of its authority with

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regard to such investment, the Intermediary shall be deemed to be the principal and any loss or liability arising out of the investment in the Debentures shall be to Intermediary's own account and/or dealt with entirely by the Intermediary with each of the Clients / investor(s), with no reference to the Issuer;

the Intermediary has conducted suitability and appropriateness checks on each of its clients / the investor(s) pursuant to the Structured Products Guidelines, and the Intermediary has fully advised each of its Clients / the investor(s) of the risks relating to investment in the Debentures and the rights of such Clients / investor(s) against the Intermediary as its principal and accepts responsibility for such advice;

the Intermediary has strictly complied with all applicable AML Laws & Rules and KYC Guidelines in relation to each of the Clients / investor(s);

the Intermediary consents to the disclosure or provision by the Issuer to any governmental or regulatory authority, or under any requirement of law, any information regarding the Client / investor (to the extent made available to the Issuer by the Intermediary) and the investment in the Debenture, as required of the Issuer under applicable regulations and/or as requested by any governmental or regulatory authority or under a provision of law;

the Intermediary has ensured that the Client / investor has understood the risks involved in investment in the Debentures and is capable of taking the risks posed by the Debentures and has satisfied itself that the Debentures are suitable to the risk profile of the Client / investor and on request of the Issuer, the Intermediary shall produce documentary evidence to substantiate the same;

the Intermediary shall provide its Clients / the investor(s) with a copy of the Offer Document;

the Intermediary shall guide the Clients / investor(s) as to where the valuations (of the Debentures) will be available;

the Intermediary shall guide the Clients / investor(s) as to the applicable exit loads/exit options/liquidity support, (if any) etc. being provided by the Issuer or through the secondary market;

the Intermediary further agrees to provide to the Issuer such additional information that the Issuer deems necessary or appropriate in order for the Issuer to comply with any such regulations and/or requests or requirements;

the Intermediary also further agrees (including on the basis of any request made by the Issuer in this regard), to provide, to any governmental or regulatory authority any information regarding any or all of the Clients / investor(s), the investment in the Debenture as required under regulations and/or as requested by any governmental or regulatory or other authority;

The Intermediary further agrees that it is appropriately selling these Debentures to its Clients / the investor(s) and that the activities of the Intermediary has not violated and will not violate applicable laws. The Intermediary confirms and undertakes that it has not and will not use the name of the Issuer or any of its group entities or any of the words in any of its advertisement or any marketing material and the Intermediary has not acted and shall not act in a manner that would render this Issue of Debentures, an offer to the public; and

The Intermediary shall be responsible and liable to the Issuer for any penalties, losses etc. occasioned to the Issuer, its directors or employees, as a result of default or breach by the Intermediary of the confirmations / declarations contained hereinabove.

`

21. DISCLAIMERS

21.1 This Disclosure Document in relation to the Debentures is made available by the Company to the applicant on the further strict understanding that

21.1.1 the applicant is a "Person Resident in India" as defined under the Foreign Exchange

Management Act, 1999,

21.1.2 in providing this Disclosure Document to the applicant, the applicant confirms that there will be

no violation of rules, regulations and byelaws issued by any applicable authority including those issued by the Securities and Exchange Board of India;

21.1.3 the applicant has sufficient knowledge, experience, and professional advice to make his own

evaluation of the merits and risks of a transaction of the type under this Disclosure Document;

and

21.1.4 The applicant is not relying on the Issuer nor on any of the affiliates or the Holding Company for

information, advice or recommendations of any sort except for the accuracy of specific factual information about the possible terms of the transaction.

21.2 The Company is not acting as the advisor or agent of the applicant. This Disclosure Document

does not purport to identify for the applicant, the risks (direct or indirect) or other material considerations, which may be associated with the applicant entering into the proposed transaction. Prior to entering into any proposed transaction, the applicant should independently determine, without reliance upon the Company or the affiliates of the Company or the Holding Company, the economic risks and merits, as well as the legal, tax, and accounting characterizations and consequences of the transaction and including that the applicant is able to assume these risks. The Company, and/or the affiliates of the Company and / or the Holding Company may, from time to time, have a long or short proprietary position/s and/or actively trade, by making markets to its clients, in financial products identical to or economically related to those financial products described in this Disclosure Document. The Company may have a commercial relationship with and access to information of reference securities, financial products, or other interests underlying a transaction.

21.3 This Disclosure Document and its contents are the Company's property, and are to be

considered proprietary information and may not be reproduced or otherwise disseminated in whole or in part without the Issuer's written consent unless required to by judicial or administrative proceeding, and then with prior notice to the Company.

21.4 Past performance is not indicative of future performance. Investment in the Debentures may be subject to the risk of loss, meaning the Debenture holder may lose some or all of its investment especially where changes in the value of the transaction may be accentuated by leverage. Even where the Debentures are principal protected, there is a risk that any failure by a person including a counterparty to perform obligations when due may result in the loss of all or part of the investment.

`

21.5 No liability whatsoever is accepted for any loss arising (whether direct or consequential) from any use of the information contained in this Disclosure Document. The Company undertakes no obligation to effect any updates on information. Any opinions attributed to the Company, and/or the affiliates of the Company and / or the Holding Company constitute the Company's judgment as of the date of the material and are subject to change without notice. Provision of information may cease at any time without reason or notice being given.

21.6 Applicants must understand that while the issue and other dates are specified, with the change in any regulations by the SEBI or any other regulatory body or for any other reason, the issue itself / these dates can be cancelled / reformed at the discretion of the Issuer and shall be final and binding on the prospective holders /holders of those debentures.

NOTE:

21.7 This Disclosure Document is not intended for distribution and it is meant solely for the

consideration of the person to whom it is addressed and should not be reproduced by the recipient. The Debentures mentioned herein are being issued on a private placement basis and this offer does not constitute nor should it be considered a public offer/invitation. Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and have been marked against the serial number provided herein and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The Company or any other parties, whose names appear herein, shall not be liable for any statements made herein or any event or circumstance arising therefrom. Potential investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments.

21.8 Stock Exchange Disclaimer Clause

It is to be distinctly understood that filing of this Disclosure Document with the Stock Exchange should not, in any way, be deemed or construed that the same has been cleared or approved by the Stock Exchange. The Stock Exchange does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure Document.

`

22. SUMMARY TERM SHEET

Security Name 11.75% Bhilwara Green Energy Limited Secured Non-Convertible Debentures in series 1A, 1B and 1C

Issuer BGEL

Type of Instrument Non-Convertible Debentures (NCDs/Facility)

Nature of Instrument

Secured and Redeemable

Seniority Senior

Mode of issue Private placement

Eligible Investor The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures

• Trust

• Portfolio Managers registered with SEBI

• Commercial Banks

• Regional Rural Banks

• Financial Institutions

• Mutual Funds

• Any other investor eligible to invest in these Debentures

Listing The Company proposes to list these Debentures on the BSE WDM segment. The

Issuer confirms that the Debentures would be listed within the time frame

stipulated under applicable law.

Rating of the Instrument

BBB+ by ICRA

Issue Size Rs 177.44 crores consisting of debentures of Face Value (“Face Value”) of Rs 1,000/- each

Option to retain oversubscription amount

Not Applicable

Objects of the Issue For refinance of IREDA facility in full, Business Project(s), investment in subsidiaries / associates, for creation of Debt Service Reserve (DSR) and other general corporate purposes

Details of the utilisation of the Proceeds

For refinance of IREDA facility in full, Business Project(s), investment in subsidiaries / associates, for creation of Debt Service Reserve (DSR) and other general corporate purposes

Coupon Rate 11.75 % p.a. payable monthly in arrears. First payment of Interest due on 31 Oct 2014

Step up/Step Down Coupon Rate

Coupon rate is fixed

Coupon Payment frequency

Payable monthly in arrears

Coupon payment date

Last date of each month

`

Coupon Type Fixed

Coupon Reset Process

Not Applicable

Day Count Basis Actual

Interest on Application Money

Issue does contemplate payment of interest on application money till allotment of debentures at the prevailing Coupon Rate.

Default Interest rate In the event of the Issuer being in arrears of any servicing towards interest and/principal, the Issuer will pay a default interest @ 1 % p.a. over and above the prevailing Coupon Rate for the defaulting period.

Tenor As given below

Redemption date 25 Apr 2024 (last date of Redemption)

Redemption Amount Rupees in crores

Series 1A 1B 1C Total

Financial Year

2014-15 7. 0977 7. 0977

2015-16 12.4211 - - 12.4211

2016-17 14.1955 - - 14.1955

2017-18 14.1955 - 14.1955

2018-19 15.9699 - 15.9699

2019-20 - 15.9699 - 15.9699

2020-21 - 17.7444 17.7444

2021-22 - - 19.5188 19.5188

2022-23 - - 21.2932 21.2932

2023-24 - - 21.2932 21.2932

2024-25 17.7444 17.7444

Total 63.8797 33.7143 79.8496 177.4436.00 Redemption Amount

per Debenture for each Series

As per Annexure C

Redemption Premium/Discount

Nil

Issue Price At par Face Value of Rs 1,000/- each

Discount at which security is issued and the effective yield as a result of such discount.

The debentures are issued at a discount of 0.25% to face value

Put Option Date Not Applicable

Put Option Price Not Applicable

Put Notification Not Applicable

`

Time

Call Option Date Not Applicable

Call Option Price Not Applicable

Call Notification Time

Not Applicable

Face Value Rs. 1,000/- per Debenture

Minimum Application Size

1 Debentures of Rs. 1,000/- each and multiples of 1 Debenture thereafter.

Issue Opening Date 10 Oct 2014

Issue Closing Date 31 Dec 2014 or earlier

Pay-in-Date 31 Dec 2014 or earlier

Deemed Date of Allotment

31 Dec 2014 or earlier

Market Lot The minimum lot size for trading shall be 1 debenture

Issuance mode of Debenture

Physical/ Demat (upon listing, NCDs will be issued in demat mode)

Trading mode of the Debenture

Only Demat

Settlement mode of the instrument

The payment of the interest and / or principal shall be done by RTGS/cheque to the holders of the NCDs on or before due dates.

Depository NSDL and CDSL

Business Day Convention

If any of the date(s), including the Date of Allotment/Deemed Date of Allotment, Maturity Date or Redemption Date or the Record Date or the Interest Payment date, as defined in the Disclosure Document, falls on a Saturday or Sunday or a public holiday or no high value clearing or RTGS is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the next Working Day shall be considered as the effective date.

Record Date The date, as may be fixed by the Company, which will be 15 days prior to the redemption date on which the determination of the persons entitled to receive coupon/redemption amount in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture Holders or NSDL/CDSL record) shall be made.

Security The Debentures shall be secured by first pari passu basis with existing lenders on :

`

(i) Debt Service Reserve and MMR account

(ii) Mortgage of all the immovable properties including intangible assets,

present and future, of the Issuer

(iii) Hypothecation of all movable, tangible and intangible assets, receivables,

cash, investments and bank accounts, present and future, of the Issuer

(iv) Hypothecation over all the Issuer’s operating cash flows, book debts and

receivables, commissions and any other revenues of whatsoever nature

and wherever arising, present and future, of the Issuer

(v) Pledge of 74% of shares outstanding of the Issuer, present and future

(vi) Assignment of all contracts, documents, insurance, clearances and

interests, present and future, of the Issuer except where it is not allowed

under the contract

Security except (i) and (iv) above, shall be created before the first

subscription payment and shall be perfected within 90 days of first

subscription payment

Issuer shall create the MMRA as per IFC loan agreement

Security under (v) above shall be created and perfected by 31st December 2014

Transaction Documents

To be executed

1. Financing documents

Conditions Precedent to Disbursement

Creation of Security as mentioned above

Condition subsequent to disbursement

1. Perfection of security with specified timeline as per security clause 2. Receipt of NoC from existing lenders 3. Receipt of No dues certificate from IREDA

Events of Default (i) Default in payment of any installment of Interest due on due date; (ii) Failure to create / perfect Security within stipulated time period.

(iii) Failure to comply with the Financial Covenants beyond cure period;

(iv) Issuer on becoming subject of proceedings under any bankruptcy or insolvency law;

(v) Appointment of Liquidator for all or any part of the undertaking of the Issuer;

(vi) On committing default in honoring financing obligations;

Provision related to If the Issuer / Sponsor / Group Company has defaulted in honouring its financing obligations with the Debenture Holder under this Facility or with any other financial institutions

`

cross default

Roles and responsibility of Debenture Trustee

As per Debenture Trust Deed/ Debenture Trustee Appointment Agreement

Governing law and jurisdiction

Mumbai

Additional Covenants

Delay in Security Creation

In case Security is not created within the stipulated time-period, the debenture holder reserves the right to levy additional interest up to 1% p.a. over and above the prevailing Coupon Rate, which shall be chargeable from the date of first disbursement upto the date of perfection of Security

Default in payment of Interest and Principal

In case of default in payment of interest and / or principal redemption on the due dates, additional interest of 1 % over the Coupon Rate shall be payable by the Company for the defaulting period.

Delay in Listing Not Applicable

`

24. List of Enclosures

Sn Particulars Enclosures

1 Consent letter from Debenture Trustee A

2 Letter from ICRA dated 17 Oct 2014 assigning the rating of Debentures and rating rationale

B

3 Redemption Amount per Debenture for each Series (IL&FS To provide it) C

Annexure-A – Consent Letter from IDBI Trusteeship Services Limited

`

Annexure-B: ICRA Rating Letter and Rating Rationale Rating Letter dated October 17, 2014

`

Rating Rationale as on October 2014

`

Annexure-C: Redemption Amount per Debenture for each Series

FY Scheme 1A Scheme 1B Scheme 1C

Oct 20, 2014

-

Oct 30, 2014

-

Nov 15, 2014

-

Dec 31, 2014

-

Mar 31, 2015

709,77,444

Jun 30, 2015

310,52,632

Sep 30, 2015

621,05,264

Dec 31, 2015

310,52,632

Mar 31, 2016

-

Jun 30, 2016

354,88,722

Sep 30, 2016

709,77,444

Dec 31, 2016

354,88,722

Mar 31, 2017

-

Jun 30, 2017

354,88,722

Sep 30, 2017

709,77,444

Dec 31, 2017

354,88,722

Mar 31, 2018

-

Jun 30, 2018

399,24,813

Sep 30, 2018

798,49,625

Dec 31, 2018

399,24,813

Mar 31, 2019

-

-

Jun 30, 2019

399,24,829

Sep 30, 2019

798,49,658

Dec 31, 2019

399,24,829

`

Mar 31, 2020

-

Jun 30, 2020

443,60,921

Sep 30, 2020

887,21,842

Dec 31, 2020

443,60,921

Mar 31, 2021

-

-

Jun 30, 2021

487,96,978

Sep 30, 2021

975,93,956

Dec 31, 2021

487,96,978

Mar 31, 2022

-

Jun 30, 2022

532,33,067

Sep 30, 2022

1064,66,133

Dec 31, 2022

532,33,067

Mar 31, 2023

-

Jun 30, 2023

532,33,067

Sep 30, 2023

1064,66,133

Dec 31, 2023

532,33,067

Mar 31, 2024

-

Apr 25, 2024

1774,43,556

Total

6387,97,000

3371,43,000

7984,96,000

ISSUE BY WAY OF PRIVATE PLACEMENT BY BHILWARA GREEN ENERGY ... · issue by way of private placement...

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Transcript of ISSUE BY WAY OF PRIVATE PLACEMENT BY BHILWARA GREEN ENERGY ... · issue by way of private placement...