DOCUMENT CONTAINING DISCLOSURES AS PER SCHEDULE I OF SEBI … · 2015-04-21 · India (“SEBI”)...

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DOCUMENT CONTAINING DISCLOSURES AS PER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED BY SEBI (ISSUE AND LISTING OF DEBT

SECURITIES) (AMENDMENT) REGULATIONS, 2012 AND PURSUANT TO SECTION 42 OF THE COMPANIES ACT, 2013

MYTRAH ENERGY (INDIA) LIMITED

(A public unlisted company under the Companies Act, 1956 & limited by shares) Date of Incorporation: November 12, 2009

Registered Office: 8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village, Serilingampally Mandal, Hyderabad 500 032

Telephone No.: +91 4033760100; Website: www.mytrah.com Fax: +91 4033760101; Contact Person: Y.Uday Chandra

Email: [email protected]

SHELF DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF UPTO 5,560 (FIVE THOUSAND FIVE HUNDRED AND SIXTY) SENIOR, SECURED, RATED, LISTED, REDEEMABLE, NON-

CONVERTIBLE BONDS (“BONDS”) (IN THE NATURE OF DEBENTURES) OF THE FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, FOR CASH, AT PAR, AGGREGATING UPTO RS. 556,00,00,000 /- (RUPEES FIVE HUNDRED AND FIFTY SIX CRORES ONLY) TO BE ISSUED IN

ONE OR TWO SERIES (THE “ISSUE”)

BACKGROUND

This Shelf Disclosure Document is related to the Bonds to be issued by Mytrah Energy (India) Limited (the “Issuer” or “Company”), for cash, on a private placement basis in one or two Series and contains relevant information and disclosures required for the purpose of issuing of the Bonds. The issue of the Bonds described under this Shelf Disclosure Document has been authorised by the Issuer through resolutions passed by the shareholders of the Issuer on August 25, 2014 and the Board of Directors of the Issuer on July 22, 2014 and the Memorandum and Articles of Association of the Company. Pursuant to the resolution passed by the Company’s shareholders dated August 25, 2014 in accordance with provisions of the Companies Act, 2013, the Company has been authorised to borrow, upon such terms and conditions as the Board may think fit for amounts up to INR 750,00,00,000/- (Rupees Seven Hundred and Fifty Crores Only). The issue of Bonds under both Series in terms of this Shelf Disclosure Document is within the overall powers of the Board as per the above shareholder resolution(s). This Shelf Disclosure Document has been prepared in conformity with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008, issued by the Securities and Exchange Board of India, and as amended from time to time, and Section 42 of the Companies Act, 2013, read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

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. Investors are advised to read the risk factors carefully before taking an investment decision in relation to any Series of this Issue. For taking an investment decision, the investors must rely on their own examination of the Company, this Shelf Disclosure Document and any Supplemental Disclosure Document(s) ( “Supplemental DD”) issued in pursuance hereof and the Issue including the risks involved. The Issue has not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Shelf Disclosure Document. Prospective investors are advised to carefully read the risks associated with the Issue of Bonds. Specific attention of investors is invited to the Risk Factors contained under Section 3 of this Shelf Disclosure Document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Bonds or an investor’s decision to purchase the Bonds.

CREDIT RATING India Ratings & Research Private Limited has assigned a rating “IND BBB” to the captioned Issue vide its letter dated October 31, 2014. Investors may please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating agency has the right

http://www.mytrah.com/

mailto:[email protected]


to suspend, withdraw or revise the rating / outlook assigned to the Issue at any time, on the basis of new information or unavailability of information or other circumstances which the rating agency believes may have an impact on the rating. Please refer to Annexure IV of this Shelf Disclosure Document for the rating letter dated October 31, 2014.

ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Shelf Disclosure Document contains all information as required under Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended, and under Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, and that this information contained in this Shelf Disclosure Document is true and fair in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Shelf Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Bonds are proposed to be listed on the wholesale debt market segment of the BSE Limited (“BSE”). The BSE has given its ‘in-principle’ approval to list the Bonds vide its letter dated August 28, 2014.

This Shelf Disclosure Document is dated November 10, 2014

OTHER KEY PARTIES TO THE ISSUE

Sole Arranger

Registrar to the Issue

Trustee

ICICI Securities Limited ICICI Securities Limited, ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai - 400 020

XL Softech Systems Limited 3, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034

IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001


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TABLE OF CONTENTS

SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS 2 SECTION 2: DEFINITIONS AND ABBREVIATIONS 6 SECTION 3: RISK FACTORS 11 SECTION 4: FINANCIAL STATEMENTS 13 SECTION 5: ADDITIONAL ASSUMPTIONS 14 SECTION 6: DISCLOSURES AS PER SEBI REGULATIONS 15 SECTION 7: DISCLOSURES AS PER THE ACT 32 SECTION 8: TRANSACTION DOCUMENTS AND KEY TERMS 39 SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS 41 SECTION 10: DECLARATION 48 ANNEXURE I: CONSENT LETTER FROM THE TRUSTEE 49 ANNEXURE II: APPLICATION FORM 50 ANNEXURE III: AUDITED FINANCIAL STATMENTS 53 ANNEXURE IV: RATING LETTER 54 ANNEXURE V: FINANCIAL INFORMATION OF THE ISSUER 55 ANNEXURE VI: RELATED PARTY TRANSACTIONS 58 ANNEXUREVII: PLEDGED SECURITIES 2 AND PLEDGED SECURITIES 3 59 ANNEXURE VIII: INFORMATION DETAILS 60 ANNEXURE IX: INDICATIVE BOND CASHFLOWS 63 ANNEXURE X: SUPPLEMENTAL DISCLOSURE DOCUMENT Error! Bookmark not defined.


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SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS

This Shelf Disclosure Document (the “Disclosure Document” or “DD”) is neither a prospectus nor a statement in lieu of prospectus under the Act. This Disclosure Document has not been submitted to or approved by the Securities and Exchange Board of India (“SEBI”) and has been prepared by the Company in conformity with the extant SEBI Regulations and the Act. This Issue of Bonds, which is to be listed on the WDM segment of the BSE, is being made strictly on a private placement basis. This Disclosure Document does not constitute and shall not be deemed to constitute an offer or an invitation to the public to subscribe to the Bonds. Neither this Disclosure Document nor any other information supplied in connection with the Bonds is intended to provide the basis of any credit or other evaluation and a recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Bonds. Each potential investor contemplating the purchase of any Bonds should make its own independent investigation of the financial condition and affairs of the Company and its own appraisal of the creditworthiness of the Company as well as the structure of the Issue. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Bonds and should possess the appropriate resources to analyze such investment and the suitability of an investment to the investor's particular circumstances. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Disclosure Document or in any material made available by the Company to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Disclosure Document and the contents hereof are addressed only to the intended recipients who have been addressed directly and specifically through a communication by the Company. All potential investors are required to comply with the relevant regulations/guidelines applicable to them for investing in any Issue. The contents of this Disclosure Document are intended to be used only by those potential investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient or made public or its contents disclosed to a third person. No invitation is being made to any person other than the investor to whom this Disclosure Document has been sent. Any application by a person to whom this Disclosure Document has not been sent by the Company may be rejected without assigning any reason. Invitations, offers and sales of Bonds shall only be made pursuant to this Disclosure Document and the Supplemental DD. You shall not and are not authorised to: (1) deliver this Disclosure Document to any other person; or (2) reproduce this Disclosure Document, in any manner whatsoever. Any distribution or reproduction or copying of this Disclosure Document in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Disclosure Document is unauthorised. Failure to comply with this instruction may result in a violation of applicable laws of India and/or other jurisdictions. This Disclosure Document has been prepared by the Company for providing information in connection with the proposed Issues. The Company does not undertake to update this Disclosure Document to reflect subsequent events after the date of this Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Company. Neither the delivery of this Disclosure Document and/or any Supplemental DD nor the issue of any Bonds made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Company since the date thereof. This Issue is a domestic issue restricted to India and no steps have been taken or will be taken to facilitate the Issue in any jurisdictions other than India. Hence, this Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Bonds or the distribution of this Disclosure Document and/or any Supplemental DD in any jurisdiction where such action is required. This Disclosure Document and/or any Supplemental DD issued hereunder is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where distribution or use of such information would be contrary to law or regulation. Persons into whose possession this Disclosure Document and/or any Supplemental DD comes are required to inform themselves about and to observe any such restrictions. This Disclosure Document is made available to potential investors in the Issue on the strict understanding that it is confidential and may not be transmitted to others, whether in electronic form or otherwise. It is the responsibility of allottees of these Bonds to also ensure that they/it will transfer these Bonds in strict accordance with this Disclosure Document and other applicable laws.


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DISCLAIMER CLAUSE OF SEBI As per the provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time, it is not stipulated that a copy of this Disclosure Document has to be filed with or submitted to the SEBI for its review / approval. It is distinctly understood that this Disclosure Document should not in any way be deemed or construed to be approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company or for the correctness of the statements made or opinions expressed in this Disclosure Document.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been filed with the BSE in terms of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. It is to be distinctly understood that submission of this Disclosure Document to the BSE should not in any way be deemed or construed to mean that this Disclosure Document has been reviewed, cleared or approved by the BSE, nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document. The BSE does not warrant that the Bonds will be listed or will continue to be listed on the BSE nor does the BSE take any responsibility for the soundness of the financial and other conditions of the Company, its promoters, its management or any scheme or project of the Company.

DISCLAIMER CLAUSE OF THE COMPANY The Company has certified that the disclosures made in this Disclosure Document are adequate and in conformity with SEBI Regulations in force for the time being and the Act. This requirement is to facilitate investors to take an informed decision for making an investment in the proposed Issue. The Company accepts no responsibility for statements made otherwise than in the Disclosure Document or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk.

DISCLAIMER IN RESPECT OF JURISDICTION Issue of these Bonds have been/will be made in India to investors as specified under clause “Eligible Investors” in this Disclosure Document, who have been/shall be specifically approached by the Company. This Disclosure Document is not to be construed or constituted as an offer to sell or an invitation to subscribe to Bonds offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals at Delhi. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Bonds herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.

FORCE MAJEURE The Company reserves the right to withdraw the Issue at any time or any Series under the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, collected from the potential investors / applicants in respect of the concerned Series under the Issue without assigning any reason.

DISCLAIMER CLAUSE OF THE SOLE ARRANGER

The Issuer has mandated ICICI Securities Limited to act as Sole Arranger for the Bonds and to distribute this Disclosure Document and/or any Supplemental DD either by itself and/or through its affiliates to identified potential Investors.

The Issuer hereby declares that it has exercised due-diligence to ensure complete compliance with prescribed disclosure norms in this Disclosure Document. The only role of the Sole Arranger with respect to the Bonds is confined to arranging placement of the Bonds on the basis of this Disclosure Document and/or any Supplemental DD as prepared by the Issuer. Without limiting the foregoing, the Sole Arranger is not acting, and has not been engaged to act, as an underwriter, with respect to the Bonds however, the Sole Arranger has been engaged as a merchant banker and advisor by the Issuer with respect to the Issue. Neither is the Sole Arranger responsible for preparing, clearing, approving, scrutinizing or vetting this Disclosure Document and/or any Supplemental DD, nor is the Sole Arranger responsible for doing any due-diligence for verification of the truth, correctness or completeness of the contents of this Disclosure Document and/or any Supplemental DD. The Sole Arranger shall be entitled to rely on the truth, correctness and completeness of this Disclosure Document and/or any Supplemental DD. It is to be distinctly


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understood that the aforesaid use of this Disclosure Document and/or Supplemental DD by the Sole Arranger should not in any way be deemed or construed to mean that the Disclosure Document and/or Supplemental DD has been prepared, cleared, approved, scrutinized or vetted by the Sole Arranger. Nor should the contents of this Disclosure Document and/or Supplemental DD in any manner be deemed to have been warranted, certified or endorsed by the Sole Arranger as to the truth, correctness or completeness thereof. Each recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of the Disclosure Document and/or Supplemental DD. The Disclosure Document and/or Supplemental DD is not an offer or invitation to participate in the Issue or a recommendation by any member of the Sole Arranger that the recipient should participate in the Issue.

The Sole Arranger has not conducted any due diligence review on behalf or for the benefit of the potential investor contemplating the purchase of any Bonds. Each potential investor contemplating the purchase of any Bonds should conduct such due diligence on the Issuer and the Bonds as it deems appropriate and make its own independent assessment thereof.

Neither is the Sole Arranger and/or its affiliates responsible for updating the information provided herein nor does the distribution of this Disclosure Document constitute a representation or warranty, express or implied by the Sole Arranger and/ or its affiliates that the information and opinions herein will be updated at any time after the date of this Disclosure Document. Neither is the Sole Arranger and/or any of its affiliates responsible for notifying any recipient of any information that comes to the attention of the Sole Arranger and/or its affiliates in relation to the Issue nor is the Sole Arranger and/or its affiliates undertaking to notify any recipient of any information coming to the attention of the Sole Arranger and/or its affiliates after the date of this Disclosure Document. No responsibility or liability or duty of care is or will be accepted by the Sole Arranger and/ or its affiliates for updating or supplementing this Disclosure Document nor for providing access to any additional information as further information becomes available.

Neither the Sole Arranger nor any of its affiliates nor their respective directors, employees, officers or agents shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Disclosure Document or in any other information or communications made in connection with the Bonds.

The Sole Arranger is acting for the Issuer in relation to the Issue and not on behalf of the recipients of this Disclosure Document and/or any Supplemental DD. The receipt of this Disclosure Document and/or any Supplemental DD by any recipient is not to be constituted as the giving of investment advice by the Sole Arranger and/ or its affiliates to that recipient, nor to constitute such a recipient as a customer of the Sole Arranger. The Sole Arranger and/ or its affiliates are not responsible to any other person for providing the protection afforded to the customers of the Sole Arranger nor for providing advice in relation to the Bonds. The Sole Arranger has relied upon the authorisation letter issued by the Issuer as set out in Section 4 of this Disclosure Document and the Sole Arranger assumes no responsibility for ensuring, and makes no representation, warranty or undertaking (express or implied) as to, the accuracy, reliability, adequacy, reasonableness or completeness of the contents of the Disclosure Document and neither assumes nor accepts any responsibility or liability (whether for negligence or otherwise) for it.

Each recipient of this Disclosure Document and/or any Supplemental DD acknowledges that:

(i) each recipient has been afforded an opportunity to request for and to review and has received all additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained herein; and

(ii) such recipient has not relied on the Sole Arranger and/ or its affiliates that may be associated with the NCDs in connection with its investigation of the accuracy of such information or its investment decision.

DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities/instruments.

ISSUE OF BONDS IN DEMATERIALISED FORM

The Bonds will be issued in dematerialised form. The Issuer has made arrangements with National Securities Depositories Limited and/or Central Depository Services (India) Limited for the issue of the Bonds in dematerialised form. The investor will


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have to hold the Bonds in dematerialised form as per the provisions of the Depositories Act. The Issuer shall take necessary steps to credit the Bonds allotted to the beneficiary account maintained by the investor with its depositary participant. The Issuer will make the Allotment to Investors on the Allotment Date after verification of the Application Form, the accompanying documents and on realisation of the application money.


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SECTION 2: DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document. General terms

Term Description

the Company/ the Issuer Mytrah Energy (India) Limited

Company related terms

Term Description

Auditor BSR & Associates LLP and M. Bhaskara Rao & Co.

Board of Directors/Board The board of directors of the Company or any committee thereof

Director(s) Director(s) of the Company, as may change from time to time, unless otherwise specified

Memorandum and Articles The Memorandum & Articles of Association of the Company, as amended from time to time

Registered Office The registered office of the Company located at 8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village, Serilingampally Mandal, Hyderabad 500 032

Issue related terms

Term Description

Act The Companies Act, 2013 and applicable provisions of the Companies Act, 1956

Allotment/Allot The allotment of the Bonds

Application Form The form used by the recipient of this Disclosure Document (together with the Supplemental DD and Private Placement Offer Letter issued in respect of the concerned Series), to apply for subscription to the Bonds in the format of Annexure II and all supporting documents as may be requested by the Company.

Allotment Date The date on which the Bonds are allotted to the Bond Holders under each Series, which shall be the date on which the entire Subscription Amount relevant to that Series has been credited into the Designated Account by the Investors

Arranger / Sole Arranger ICICI Securities Limited

Beneficial Owner(s) Holder(s) of the Bonds in dematerialized form as defined under Section 2 of the Depositories Act

Bonds Upto 5,560 (Five Thousand Five Hundred and Sixty) rated, listed, redeemable, non-convertible Bonds, bearing a face value of Rs. 10,00,000/ - (Rupees Ten Lakhs only) each, aggregating upto Rs. 556,00,00,000/- (Rupees Five Hundred and Fifty Six Crores Only) issued in upto 2 (Two) series pursuant to this Disclosure Document and the Supplemental DD issued for every Series

Bond Make-Whole Amount An amount equal to the aggregate amount of the Coupon payable for a period of 24 (Twenty Four) months from the Allotment Date of the Series 1 Bonds on the face value of the Bonds being prepaid / redeemed less the Coupon already paid on Coupon Payment Dates in relation to such Bonds. The Bond Make-Whole Amount shall only be payable in the event the Bonds are being prepaid / redeemed on or prior to completion of a period of 24 (Twenty Four) months from the Allotment Date of the Series 1 Bonds

Bond Payments All payments to be made by the Company in relation to the Issue and the Bonds including payment of the Principal Amount, Coupon, Default Interest, Step-up Coupon, Bond Make-Whole Amount (if applicable), remuneration of the Trustee, and all fees, costs, charges, Expenses and other monies payable in terms of the Transaction Documents


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Term Description

Business Day / Working Day Any day on which nationalized commercial banks are open for business in Hyderabad (India), Mumbai (India), New York (United States of America) and London (United Kingdom), not being a Saturday, Sunday or a public holiday

BSE Bombay Stock Exchange Limited

BUIL Bindu Urja Infrastructure Limited, a company incorporated and existing under the

Companies Act, 1956, and having its registered office at 8th Floor, Q City, Survey No. 109,

Gachibowli, Nanakramguda Village, Serilingampally Mandal,, Hyderabad – 500032

BUIL MWDPL CCRPS 40,00,000 (Forty Lakhs) Series B cumulative compulsorily redeemable preference shares, having a face value Rs. 300/- (Rupees Three Hundred only) each, issued by the Company and subscribed to by BUIL and MWDPL in terms of the share subscription agreement dated July 15, 2013, executed by and between the Company, BUIL and MWDPL

BVML Bindu Vayu (Mauritius) Limited, a company incorporated under the laws of Mauritius and having its registered office at 8th Floor, Medine Mews, LA Chaussee Street, Port Louis, Mauritius

BVML CCPS 33,95,384 (Thirty Three Lakhs Ninety Five Thousand Three Hundred and Eighty Four) compulsory and fully convertible preference shares, having a face value Rs. 300/- (Rupees Three Hundred only) each, issued by the Company and subscribed to by BVML in terms of the investment agreement dated April 30, 2011, executed by and between the Company and BVML

CDSL Central Depository Services (India) Limited

Coupon Interest payable on the Bonds on every Coupon Payment Date, at the rate of 12% (Twelve Percent) per annum, which shall be calculated on an XIRR basis

Coupon Payment Date The last day of each Coupon Period

Coupon Period (i) With respect to the Series 1 Bonds, the period of 6 (Six) months commencing from the Allotment Date of the Series 1 Bonds and every subsequent period of 6 (Six) months thereafter; and (ii) with respect to the Series 2 Bonds, the period commencing from the Allotment Date of the Series 2 Bonds and ending on the immediately succeeding Coupon Payment Date applicable to the Series 1 Bonds, and every subsequent period of 6 (Six) months thereafter provided however, that the last Coupon Period for both Series shall end on the Maturity Date

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant/DP A depository participant as defined under the Depositories Act

Designated Account The account opened and maintained by the Company through which the Company shall make all its payments in relation to the Bonds to the Bond Holders

Shelf Disclosure Document This Shelf Disclosure Document through which the Issue is being made

DP-ID Depository Participant Identification Number

DRR/ Debenture Redemption Reserve

Debenture Redemption Reserve in accordance with the provisions of the Act

DSRA Account The account will be opened and maintained by the Company wherein the Company shall maintain such monies as are equal to the DSRA Requirement.

DSRA Requirement On any date, (i) commencing from the earlier of: (1) the expiry of 2 (Two) Business Days from the Allotment Date of the Series 2 Bonds; or (2) the expiry of the 180th calendar day from the Allotment Date of the Series 1 Bonds, and until the expiry of the first 12(Twelve) month anniversary of the Allotment Date for the Series 1 Bonds the aggregate of the


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Term Description

amounts required to meet the obligations of the Company towards the payment of Coupon to the Bond Holders for the next 3 (Three) months; and (ii) thereafter, the aggregate of the amounts required to meet obligations of the Company towards the payment of Coupon to the Bond Holders for next 6 (Six) months

Due Date Any date on which any Bond Payment becomes due and payable in accordance with the terms of the Issue and/or as stated in the Supplemental DD and includes Early Repayment Date

ECS Electronic Clearing System

Existing IDFC CCDs 50,00,000 (Fifty Lakh) compulsorily convertible debentures of a face value Rs. 300/- (Rupees Three Hundred only) each, aggregating up to Rs.150,00,00,000/- (Rupees One Hundred Fifty Crores only) issued by the Company that have been subscribed by IDFC vide Investment Agreement dated August 4, 2011 and are also currently held by IDFC

Final Settlement Date

The date on which the Bonds have been redeemed in full in accordance with the terms of the Transaction Documents and the Trustee has provided a written confirmation of the same to the Company (with a copy marked to the Bond Holders)

Financial Year/ FY Twelve months period commencing from April 1 of a particular calendar year and ending on March 31 of the subsequent calendar year

GAAP Generally Accepted Accounting Principles

IDFC IDFC Limited, a company incorporated and existing under the Companies Act, 1956

Issue Private placement of the Bonds

Issuer Group The Company and / or any other person, directly or indirectly, controlled by the Company, and shall include all present and future subsidiaries of the Company, including, without limitation, the following:

(i) Mytrah Vayu Urja Private Limited; (ii) Bindu Vayu Urja Private Limited; (iii) Mytrah Vayu (Pennar) Private Limited; (iv) Mytrah Vayu (Krishna) Private Limited; (v) Mytrah Vayu (Manjira) Private Limited; (vi) Mytrah Vayu (Indravati) Private Limited; (vii) Mytrah Vayu (Godavari) Private Limited; (viii) Mytrah Vayu (Bhima) Private Limited; and (ix) Mytrah Vayu (Gujarat) Private Limited;

Issuer Security Group MEL, BVML, the Security Providers, any person whose securities / loans may at any time form part of Security Interest, the Company and the following entities:

(i) Mytrah Vayu Urja Private Limited;

(ii) Bindu Vayu Urja Private Limited;

(iii) Mytrah Vayu (Pennar) Private Limited;

(iv) Mytrah Vayu (Krishna) Private Limited;

(v) Mytrah Vayu (Manjira) Private Limited;

(vi) Mytrah Vayu (Indravati) Private Limited;

(vii) Mytrah Vayu (Godavari) Private Limited;

(viii) Mytrah Vayu (Bhima) Private Limited; and

(ix) Mytrah Vayu (Gujarat) Private Limited;

Majority Bond Holders The Bond Holder(s) holding an aggregate amount representing not less than 66.67% (Sixty Six Decimal Point Six Seven Percent) of the value of the nominal amount of the Bonds for the time being outstanding

Market Lot The minimum lot size for trading of the Bonds on the Stock Exchange, being one Bond


Page 9

Term Description

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

MEL Mytrah Energy Limited, a company organised under the laws of Guernsey, Channel Islands and listed on the Alternate Investment Market of the London Stock Exchange, and having its registered office at PO Box 156, Frances House, Sir William Place, St. Peter Port, Guernsey, GY1 4EU

MEL Group MEL and shall include all present and future subsidiaries of MEL

MEL Security Group MEL, BVML, the Security Providers, any person whose securities / loans may at any time form part of Security Interest and all Persons forming part of the Issuer Group

NA Not Applicable

NEFT National Electronic Fund Transfer Service

NSDL National Securities Depository Limited

PAN Permanent Account Number

Pledged Security / Pledged Securities

Pledged Securities 1, the Pledged Securities 2 and the Pledged Securities 3

Pledged Securities 1 (i) 100% (One Hundred Percent) of the MEIL Shares held by BVML, either directly or through its nominees, constituting 99.99% of the total equity share capital of the Company (constituting 32.66% of the total equity share capital of the Company calculated on fully diluted basis); and (ii) 100% (One Hundred Percent) of the BVML CCPS, both of which are to be pledged by BVML in favour of the Trustee

Pledged Securities 2 Fully paid up equity shares and other securities, as more specifically set out in Part A of the Annexure VII hereto

Pledged Securities 3 Fully paid up equity shares and other securities, as more specifically set out in Part A of the Annexure VII hereto

Principal Amount Principal value of the Bonds of Rs. 556,00,00,000/- (Rupees Five Hundred and Fifty Six Crores Only)

Projects Wind power projects for generation of power by using wind turbine generators

RTGS Real Time Gross Settlement

RBI Reserve Bank of India

Rating Agency India Ratings & Research Private Limited

Record Date The date which will be used for determining the Bond Holders who shall be entitled to receive the amounts due on any Due Date, which shall be the date falling 7 (seven) calendar days prior to such Due Date

Redemption Date The dates on which repayment of principal amount and all other amounts due in respect of the Bonds will be made

Registrar/Registrar to the Issue / R&T Agent

Scheduled Maturity Date

XL Softech Systems Limited

The date falling on the expiry of 5 (five) years from the Allotment Date of Series 1 Bonds

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

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as amended by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 vide notification dated October 12, 2012 and from time to time

Security Providers Any Persons providing the security interest for securing the Bond Payments to be made in


Page 10

Term Description

Series

Series 1 Bonds

Series 2 Bonds

relation to the Bonds, including the Company, Mytrah Vayu (Bhima) Private Limited and BVML

The Series 1 Bonds and/or the Series 2 Bonds, as the context may require

3,977 (Three Thousand Nine Hundred and Seventy Seven) senior secured listed rated redeemable non-convertible bonds (in the nature of debentures) of a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 397,70,00,000 /- (Rupees Three Hundred and Ninety Seven Crores Seventy Lakhs Only)

1,583 (One Thousand Five Hundred and Eighty Three) senior secured listed rated redeemable non-convertible bonds (in the nature of debentures) of a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) each, of the aggregate nominal value of up to Rs. 158,30,00,000/- (Rupees One Hundred and Fifty Eight Crores Thirty Lakhs Only)

Stock Exchange BSE

Supplemental DD means a supplemental disclosure document to be issued by the Company containing inter alia the Issue price, Coupon (if any), redemption premium (if any) and other terms and conditions regarding each Series of the Bonds issued under the Issue. The Company shall be free to amend the format of Supplemental DD depending upon the terms and conditions of the Bonds being issued in each Series

Trustee

Trustee for the Bond Holders, in this case being IDBI Trusteeship Services Limited

Trustee Agreement Trustee agreement executed or to be executed by and between the Trustee and the Company for the purposes of appointment of the Trustee to act as trustee in connection with the issuance of the Bonds

Trust Deed Deed executed by and between the Company and the Trustee for the purposes of the issuance of the Bonds

WDM Wholesale Debt Market segment of BSE


Page 11

SECTION 3: RISK FACTORS

The following are the risks envisaged by the management of the Company relating to the Company, the Bonds and the market in general. Potential investors should carefully consider all the risk factors in this Disclosure Document and/or any Supplemental DD for evaluating the Company and its business and the Bonds before making any investment decision relating to the Bonds. The Company believes that the factors described below represent the principal risks inherent in investing in the Bonds, but does not represent that the statements below regarding the risks of holding the Bonds are exhaustive. The order of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another. Investors should also read the detailed information set out elsewhere in this Disclosure Document and/or any Supplemental DD and reach their own views prior to making any investment decision. If any one of the following stated risks actually occurs, the Company’s business, financial conditions and results of operations could suffer and, therefore, the value of the Company’s Bonds could decline and/or the Company’s ability to meet its obligations in respect of the Bonds could be affected. More than one risk factor may have a simultaneous effect with regard to the Bonds such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No prediction can be made as to the effect that any combination of risk factors may have on the value of the Bonds and/or the Company’s ability to meet its obligations in respect of the Bonds. Potential investors should perform their own independent investigation of the financial condition and affairs of the Company, and their own appraisal of the creditworthiness of the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Bonds. Potential investors should thereafter reach their own views prior to making any investment decision. These risks and uncertainties are not the only issues that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also have a material adverse effect on its financial condition or business. Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below.

The Company believes that the factors described below represent the principal risks inherent in investing in the Bonds, but the inability of the Company, as the case may be, to pay principal or other amounts on or in connection with any Bonds may occur for other reasons and the Company does not represent that the statements below regarding the risks of holding any Bonds are exhaustive. Please note that unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify the financial or other implications of any risk mentioned herein below: a. Repayment of principal is subject to the credit risk of the Company.

Potential investors should be aware that receipt of the Principal Amount along with redemption, the coupon payable thereon and any other amounts that may be due in respect of the Bonds is subject to the credit risk of the Company and the potential investors assume the risk that the Company may not be able to satisfy their obligations under the Bonds. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Company, the payment of sums due on the Bonds may be substantially reduced or delayed.

b. Bonds may be illiquid in the secondary market.

The Company intends to list the Bonds on the WDM segment of the BSE. The Company cannot provide any guarantee that the Bonds will be frequently traded on the Stock Exchange and that there would be any market for the Bonds. It is not possible to predict if and to what extent a secondary market may develop for the Bonds or at what price the Bonds will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the Bonds may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. Further, the Company may not be able to issue any further Bonds, in case of any disruptions in the securities market.


Page 12

c. Rating Downgrade Risk The Rating Agency has assigned a credit rating of “IND BBB” to the Bonds. In the event of deterioration in the financial health of the Company, there is a possibility that the rating agency may downgrade the rating of the Bonds. In such cases, potential investors may incur losses on re-valuation of their investment or make provisions towards sub-standard/ non-performing investment as per their usual norms. The rating is not a recommendation to purchase, hold or sell the Bonds in as much as the ratings do not comment on the market price of the Bonds or its suitability to a particular investor. There is no assurance either that the rating will remain at the same level for any given period of time or that the rating will not be lowered or withdrawn entirely by the Rating Agency. In the event of deterioration in the rating of the Bonds, the investors may have to incur loss on revaluation of their investment.

d. Tax Considerations and Legal Considerations

Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment.

e. Company’s indebtedness and covenants imposed by its financing arrangements may restrict its ability to

conduct its business or operations.

Company’s financing arrangements require it to maintain certain security cover for some of its borrowings. Should there be any breach of financial or other covenants of any financing arrangements and such breach continues beyond the stipulated cure period, the Company may be subjected to various consequences as a result of such default including forced repayment of such borrowings. Further, under some of the financing arrangements, the Company is required to inform / obtain prior approval of the lenders / Bond holders / trustee for various actions. This may restrict / delay some of the actions / initiatives of the Company from time to time.

f. Accounting Considerations Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment.

g. Security maybe insufficient to redeem the Bonds

In the event that the Company is unable to meet its payment and other obligations towards potential investors under the terms of the Bonds, the Trustee may enforce the security created in respect of assets over which a security interest has been created. The potential investors’ recovery in relation to the Bonds will be inter alia subject to (i) the market value of such assets; and (ii) finding a willing buyer for such assets at a price sufficient to repay the amounts due and payable to the potential investors’ amounts outstanding under the Bonds. The value realised from the enforcement of the Security may be insufficient to redeem the Bonds.

h. Material changes in regulations to which the Company are subject could impair the Company’s ability to meet payments or other obligations.

The Company is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Company or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.


Page 13

SECTION 4: FINANCIAL STATEMENTS

The audited financial statements of the Issuer for FY 2012, FY 2013 and FY 2014 are set out in Annexure III hereto.


Page 14

SECTION 5: ADDITIONAL ASSUMPTIONS

The initial subscriber by subscribing to and any subsequent purchaser by purchasing the Bonds shall be deemed to have agreed that and accordingly the Company shall be entitled to presume that each of the initial subscribers and any subsequent purchasers (Bond Holder, as referred to hereinabove and hereinafter): 1) has reviewed the terms and conditions applicable to the Bonds as contained in the Disclosure Document and the relevant

Supplemental DD and has understood the same, and, on an independent assessment thereof, found the same acceptable for the investment made and has also reviewed the risk disclosures contained herein and has understood the risks, and determined that Bonds are a suitable investment and that the Bond Holder can bear the economic risk of that investment;

2) has received all the information believed by it to be necessary and appropriate or material in connection with, and for,

investment in the Bonds; 3) has sufficient knowledge, experience and expertise as an investor, to make the investment in the Bonds;

4) has not relied on either the Company or any of its affiliate, associate, holding, subsidiary or group entities or any person

acting in its or their 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 Bonds set out in this Disclosure Document and the relevant Supplemental DD;

5) has understood that information contained in this Disclosure Document and the relevant Supplemental DD is not to be

construed as business or investment advice; 6) has made an independent evaluation and judgement of all risks and merits before investing in the Bonds; 7) has the legal ability to invest in the Bonds and the investment does not contravene any provision of any law, regulation or

contractual restriction or obligation or undertaking binding on or affecting the Bond Holder or its assets; 8) where the Bond Holder is a mutual fund / provident fund / superannuation fund / gratuity fund (each a “fund”), that:

(a) investing in the Bonds on the terms and conditions stated herein is within the scope of the fund’s investment policy and does not conflict with the provisions of the trust deed / bye laws / regulations currently in force,

(b) the investment in Bonds is being made by and on behalf of the fund and that the fund is in force and existing and the investment has been ratified by appropriate resolutions, and

(c) the investment in Bonds has been duly authorised and does not contravene any provisions of the trust deed / bye laws / regulations as currently in force or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the fund or its assets;

9) where the Bond Holder is a company, that:

(a) the Bond Holder is not precluded under any law, rules, regulations and / or circular(s) issued by any statutory authority (ies) including under the Act from investing in the Bonds;

(b) all necessary corporate or other necessary action has been taken and that the Bond Holder has corporate ability and authority, to invest in the Bonds; and

(c) investment in the Bonds does not contravene any provisions of the Memorandum and Articles of Association or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Bond Holder or the Bond Holder’s assets.


Page 15

SECTION 6: DISCLOSURES AS PER SEBI REGULATIONS

This Disclosure Document is prepared in accordance with the provisions of SEBI Regulations and the Act and in this section, the Issuer has set out the details required as per Schedule I of the SEBI Regulations

6.1 Documents Submitted to the Exchanges The following documents have been / shall be submitted to BSE:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the Allotment of the Bonds;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized signatories;

E. Copy of the resolution passed by the shareholders of the Company at the Extra-ordinary General Meeting held on August 25, 2014, authorising the Board of Directors to borrow, for the purpose of the Company, upon such terms as the Board may think fit, up to an aggregate limit of Rs. 5000,00,00,000/- (Rupees Five Thousand Crores Only);

F. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules, etc. and the same would be uploaded on the website of the BSE, where the debt securities have been listed, within 5 (Five) working days of execution of the same;

G. Any other particulars or documents that the BSE may call for as it deems fit.

6.2 Documents Submitted to Trustee The following documents have been / shall be submitted to the Trustee:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the Allotment of the Bonds;

B. Copy of last 3 (Three) years audited Annual Reports;

C. Statement containing particulars of, dates of, and parties to all material contracts and agreements;

D. Latest audited / limited review half yearly consolidated (wherever available) and standalone financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any;

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this section with all Bond Holders within 2 (Two) Working Days of their specific request.

6.3 Name and Address of Registered Office of the Issuer Name: Mytrah Energy (India) Limited Registered Office of Issuer: 8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village, Serilingampally Mandal, Hyderabad 500 032 Corporate Office of Issuer: 8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village, Serilingampally Mandal, Hyderabad 500 032 Compliance Officer of Issuer: Y Uday Chandra, Company Secretary Email: [email protected] CFO of the Issuer: Shirish M. Navlekar Corporate Identification Number: U40108TG2009PLC065804 Phone No.: 040-33760100 Fax No.: 040-33760101



Page 16

Contact Person: Uday Chandra Website of Issuer: www.mytrah.com

Auditors of the Issuer: M/s BSR & Associates LLP; and M/s M. Bhaskara Rao & Co. Address: M/s BSR & Associates LLP,

8-2-618/2, Reliance Humsafar, 4th Floor, Road No. 11, Banjara Hills, Hyderabad -500034 M/s M. Bhaskara Rao & Co. 5-D, Fifth Floor, “Kautilya”, 6-3-652, Somajiuda, Hyderabad -500082

Arranger to the Issue: ICICI Securities Limited Address: ICICI Centre H T Parekh Marg Churchgate, Mumbai

Trustee to the Issue: IDBI Trusteeship Services Ltd Address: Asian Building, Ground Floor, 17. R, Kamani Marg, Ballard Estate Mumbai- 400001

Registrar to the Issue: XL Softech Systems Limited Address: 3, Sagar Society, Road No.2, Banjara Hills Hyderabad – 500 034

Credit Rating Agency of the Issue: India Ratings & Research Private Limited Address: 1st Floor Ozone Complex, 6-3-669,

Panjagutta Main Road, Hyderabad- 500082

6.4 A brief summary of business / activities of the Issuer and its line of business

A. Overview History of the Issuer The Issuer was initially incorporated in the name of Caparo Energy (India) Limited on November 12, 2009. The name was subsequently changed to Mytrah Energy (India) Limited vide fresh certificate of Incorporation consequent to name change dated September 27, 2011 issued by Registrar of Companies, Hyderabad. The Issuer had vide Certificate of Commencement of Business dated December 22, 2009 started the business of setting up of Projects across India, by itself or through its subsidiaries. Business of the Issuer The Issuer is in the business of setting up of Wind Power Projects across India, by itself and through its subsidiaries. The Issuer is a focused wind power developer in India, well on track to become the leading renewable Independent Power Producer (IPP) in India. The assets are spread across ten wind farms in six states - Rajasthan, Gujarat, Maharashtra, Andhra Pradesh, Karnataka and Tamil Nadu. The company's portfolio was built using a combination of 'turn-key' developers and in-house Project development, with wind turbines purchased from leading WTG Manufacturers. The Issuer sells power mainly to state grids through 13 to 25 year Power Purchase Agreements. In addition, the 100.5 MW Project in Tamil Nadu sells power directly to customers on long-term agreements. The Issuer is in the process of developing around 250-300 MW in the States of Andhra Pradesh, Maharashtra, Rajasthan and Telangana.



Page 17

B. Corporate Structure The Issuer Company is a 99.999% wholly owned subsidiary of Bindu Vayu (Mauritius) Limited, Mauritius (BVML). BVML in turn is a 100% wholly owned subsidiary of Mytrah Energy Limited, Guernsey (MEL). Hence, MEL is the ultimate Holding Company of the Issuer.

C. Key Operational and Financial Parameters for the last 3 (Three) audited years Standalone financial highlights for the last three audited financial years are as under:

Rs. in Crores

Parameters FY 2013-14

FY 2012-13

FY 2011-12

Networth 726.14 664.77 660.54

Total Debt 821.23 701.18 432.72

of which – Non Current Maturities of Long Term Borrowing 658.87 648.71 390.78

- Short Term Borrowing 146.42 37.77 35.00

- Current Maturities of Long Term Borrowing

15.94 14.70 6.94

Net Fixed Assets 353.15 392.42 528.78

Non Current Assets 1162.07 919.07 566.60

Cash and Cash Equivalents 48.46 32.78 1.07

Current Investments 3.20 0.15 22.91

Current Assets 525.68 407.80 191.96

Current Liabilities 409.39 405.67 235.80

Net Sales 1056.56 231.55 75.00

EBIDTA 91.51 88.69 45.71

EBIT 70.71 69.14 32.32

Interest Expense 67.74 63.22 28.49

PAT 4.10 4.27 2.59

Dividend amounts 8.97 0.04 -

Current Ratio 1.28 1.01 0.81

Interest Coverage Ratio 1.35 1.40 1.60

Gross Debt/Equity Ratio 0.66 0.79 0.65

Debt Service Coverage Ratio 1.12 1.22 1.56

Gross Debt: Equity Ratio of the Company:

Before issuing the Bonds, as on September 30, 2014 0.65

After issuing the Bonds 1.39

D. Use of Proceeds: The proceeds from the proposed placement of Bonds will be utilised for meeting Issue related expenses, repayment of the Existing IDFC CCDs (full or in part), general corporate expenses and the balance will be utilised for part-funding the projects being developed to the extent of 200 MW. The debt tie-up for these projects is under progress and the financial closure is expected shortly.


Page 18

Project Capacity (MW)

Project Cost (Rs Crores)

Amount Deployed (Rs Crores)

Amount to be Deployed from the proceeds of the placement (Rs Crores)*

Mytrah Vayu (Indravati) Private Limited

155.4 1125.00 80.00 300.00

Mytrah Vayu (Gujarat) Private Limited

50.4 390.00

*The balance amount is proposed to be funded through project level debt

6.5 Brief history of Issuer since its incorporation giving details of its following activities:

A. Details of Share Capital as on last quarter end i.e. September 30, 2014

Share Capital Rupees

Authorised Capital

30,000,000 No. of Equity Shares @ Rs.10/- each 300,000,000.00

3,400,000 compulsorily convertible Preference Shares @ Rs.300/- each 1,020,000,000

11,700,000 Series A compulsorily convertible Preference Shares @ Rs. 300 3,510,000,000

4,000,000 Series B Cumulative Compulsorily redeemable Preference Shares @ Rs.300

1,200,000,000

Total 6,030,000,000.00

Issued, Subscribed and Paid Up Capital

72,50,100 No. of Equity Shares @ Rs.10/- each 72,501,000

3,395,384 compulsorily convertible Preference shares @ Rs. 300 1,018, 615,200

11,549,896 Series A compulsorily convertible Preference shares @ Rs. 300 3,464,968,800


1,022,499,600

Total 5,578,584,600.00

Size of the Offer * 556,00,00,000

Issued, Subscribed and Paid Up Capital after the Issue

7,250,100 No. of Equity Shares @ Rs.10/- each 72,501,000

3,395,384 compulsorily convertible Preference shares @ Rs. 300 1,018, 615,200

11,549,896 Series A compulsorily convertible Preference shares @ Rs. 300 3,464,968,800


1,022,499,600

Total 5,578,584,600.00

Share Premium Account

Before the Issue Nil

After the Issue Nil

*Assuming a full subscription to the Issue aggregating to Rs. 556,00,00,000/- (Rupees Five Hundred and Fifty Six Only)

B. Changes in its capital structure as on last quarter end i.e. September 30, 2014, for the last 5 (Five) years:


Page 19

AGM/EGM Date of Meeting Cumulative Authorised

Share Capital in Rupees Crores

Particulars

EGM May 21, 2010 1.00 Increase in Authorised Capital from Rs.5 lacs to Rs.1 crore by issue of 95,000 equity shares of Rs. 100/- each

EGM July 16, 2010 1.00 Sub-division of one equity shares of Rs.100/-each into Ten equity shares of Rs. 10/-each. Revised Authorised share capital is: Rs. 1 Crore divided into 10,00,000 equity shares of Rs. 10/-each

EGM October 15, 2010 10.00 Increase in Authorised Capital from Rs.1 Crore to Rs.10 Crores by issue of new 90,00,000 equity shares of Rs.10/- each

AGM May 9, 2011 132.00 Increase in Authorised Capital from Rs.10 Crores to Rs.132 crores by issue of following new shares: 20,000,000 equity shares of Rs.10/-each 3,400,000 fully convertible preference shares of Rs.300/- each

EGM June 21, 2011 483.00 Increase in Authorised Capital from Rs.132 crores to Rs.483 crores by issue of following new shares: 11,700,000 Series A Compulsory convertible Preference Shares of Rs. 300/- each

EGM September 25, 2013 603.00 Increase in Authorised Capital from Rs.483 crores to Rs.603 crores by issue of following new shares: 40,00,000 Series B Cumulative, Compulsorily Convertible Preference shares of Rs. 300/- each

C. Equity Share Capital History of the Company as on last quarter end i.e. September 30, 2014, for the last 5 (Five) years:

Date of allotment

No. of equity shares

Face Value (Rs)

Issue Price

Consideration (cash, other

than cash, etc)

Nature of allotment

Cumulative Remarks

No of equity shares

Equity share capital (Rs.)

Equity share premium

(in Rs.)

24/05/2010 5000 100 100 Cash Initial subscription

to Memorandu

m of Association

5000 5,00,000 - On July 16, 2010 1

equity share of Rs.100/- each was

sub-divided into 10 equity

shares of Rs. 10/-

each

18/01/2011 7,200,000

10.00 300 Cash Further Issue

7,250,000 72,500,000 2,088,000,000 -

22/07/2011 100 10.00 300 Cash Further issue

7,250,100 72,501,000 2,088,029,000 -


Page 20

D. Details of any Acquisition or Amalgamation in the last 1 (One) year: NIL

E. Details of any Reorganization or Reconstruction in the last 1 (One) year: NIL

6.6 Details of the shareholding of the Company as on the latest quarter end, i.e. September 30, 2014:

A. Shareholding pattern of the Company as on last quarter end, i.e. September 30, 2014:

S. No.

Name of Shareholder Total No of Equity Shares

Number of shares held in

dematerialised Form

Total Shareholding as % of total

number of equity shares

1 Bindu Vayu (Mauritius) Limited 72,49,940 72,49,940 99.99917%

2 Hon. Angad Paul 10* - 0.000138%

3 Mr. Ravi Shankar Kailas 10* - 0.000138%

4 Mr. Sree Ramulu Kailas 10* - 0.000138%

5 Mr .Vikram Kailas 10* - 0.000138%

6 Mrs. Vasudevi Kailas 10* - 0.000138%

7 Mrs. Uma Thondepu 10* - 0.000138%

8 India Infrastructure Fund 100* - 0.000138%

Total 100.00%

* Shares are beneficially held in the name of ‘Bindu Vayu (Mauritius) Limited’. Note: Out of the above, 36,97,500 (51% of 72,49,940) equity shares held by Bindu Vayu ( Mauritius) Limited, Mauritius in the Company are pledged in favour of IDFC Limited acting as agent and security trustee for certain existing term lenders of the Company.

B. List of top 10 holders of equity shares of the Company as on the latest quarter end, i.e. September 30, 2014:

S. no.

Names of shareholder(s) No. of Shares No of shares in demat form

% to total Capital

1 Bindu Vayu ( Mauritius) Limited 72,49,940 72,49,940 99.99917%

2 Hon. Angad Paul 10* 0.000138%

3 Mr. Ravi Shankar Kailas 10* 0.000138%

4 Mr. Sree Ramulu Kailas 10* 0.000138%

5 Mr .Vikram Kailas 10* 0.000138%

6 Mrs. Vasudevi Kailas 10* 0.000138%

7 Mrs. Uma Thondepu 10* 0.000138%

8 India Infrastructure Fund 100* 0.000138%

Total 72,50,100 100.00%

* Shares are beneficially held in the name of ‘Bindu Vayu (Mauritius) Limited’.

6.7 Following details regarding the directors of the Company:

A. Details of current directors of the Company:


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This table sets out the details regarding the Company’s Board of Directors as on date of this Disclosure Document:

Name Designation

DIN Age Address Director of the

Company since

Details of other directorship

Ravi Shankar Kailas

Chairman 00793396 49 607, Street No. 3, Tarnaka, Hyderabad - 500 017

12/11/2009 1. Mytrah Energy (India) Limited 2. Bindu Vayu Urja Private Limited 3. Bindu Urja Infrastructure Limited 4. Mytrah Vayu Urja Private Limited 5. Mytrah Vayu (Pennar) Private Limited 6. Mytrah Wind Developers Private Limited 7. Mytrah Vayu (Indravati) Private Limited 8. Mytrah Vayu (Bhima) Private Limited 9. Mytrah Power (India) Limited 10. Zip Telecom Holdings Ltd. 11. Zip Realty Private Limited 12. SR-V Kailas Trustees Private Limited 13. Mytrah Vayu (Gujarat) Private Limited 14. Mytrah Engineering Private Limited 15. Mytrah Engineering & Infrastructure

Private Limited 16. Cygnus Power Infra Services Private

Limited 17. Cygnus Property Private Limited 18. Mytrah Energy Limited, Guernsey 19. Bindu Vayu (Mauritius) Limited, Mauritius 20. Mytrah Energy (Singapore) Pte. Ltd.,

Singapore 21. Mytrah Energy Limited, UK 22. Mytrah Limited, Jersey

Vikram Kailas Managing Director

03103835

33 Plot No. 122/A, Block – B Road No. 10, Jubilee Hills Hyderabad – 500 033

25/08/2010 1. Mytrah Energy (India) Limited 2. Bindu Vayu Urja Private Limited 3. Mytrah Vayu (Pennar) Private Limited 4. Mytrah Vayu Urja Private Limited 5. Mytrah Engineering Private Limited 6. Mytrah Engineering & Infrastructure

Private Limited 7. Mytrah Vayu (Gujarat) Private Limited 8. Mytrah Vayu (Krishna) Private Limited 9. Mytrah Vayu (Manjira) Private Limited 10. Cygnus Property Private Limited 11. Mytrah Vayu (Godavari) Private Limited 12. Mytrah Power (India) Limited 13. Bindu Vayu (Mauritius) Limited, Mauritius 14. Mytrah Energy (Singapore) Pte. Ltd.,

Singapore 15. Mytrah Energy Capital Pte. Ltd., Singapore

Shirish M Navlekar

Director & CFO

02112537 54 E-1906, Ramky Towers, Gachibowli, Serilingampally, Hyderabad 500 032

02/11/2011 1. Mytrah Energy (India) Limited 2. Bindu Vayu Urja Private Limited 3. Mytrah Vayu (Pennar) Private Limited 4. Mytrah Vayu (Krishna) Private Limited 5. Mytrah Vayu (Manjira) Private Limited 6. Mytrah Vayu (Bhima) Private Limited 7. Mytrah Vayu Urja Private Limited 8. Mytrah Vayu (Indravati) Private Limited


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9. Mytrah Vayu (Godavari) Private Limited 10. Mytrah Power (India) Limited 11. Mytrah Energy Capital Pte. Ltd., Singapore

Rohit Kumar Phansalkar

Director 01414688

69 313 Onyx Crest St. Las Vegas, NV 89145 USA

12/11/2009 1. Mytrah Energy Limited, Guernsey 2. RKP Capital, Inc 3. Mytrah Energy (India) Limited

Milind M. Joshi

Nominee Director – India Infrastructure Fund

02685576

45 Flat No. 903, 9th Floor, Casa Grande Lower Parel Mumbai – 400 013

24/11/2011 1. Ashoka Highways (Bhandara) Limited 2. Sabarmati Gas Limited 3. Adhunik Power & Natural Resources

Limited 4. Mytrah Energy (India) Limited 5. Highway Concessions One Private Limited

John Russell Fotheringham Walls

Director 03528496 70 49 Strand on the Green, London – W4 3PD England

29/10/2014 1. Mytrah Energy (India) Limited 2. Syngene International Limited 3. Biocon Limited 4. Biocon Research Limited 5. Mytrah Energy Limited, Guernsey

Robert Keith Smith

Director 06715374 46 88, Broom Road Teddington – TW119NY United Kingdom

29/10/2014 1. Mytrah Energy (India) Limited 2. Hyderabad Renewables Limited, UK 3. Hyderabad Services Limited, UK 4. Pulse Group Holdings Limited, UK 5. Pulse Hydro Power Limited, UK 6. Mytrah Energy Limited, UK 7. Cygnus Capital (Singapore) Pte. Ltd.,

Singapore

* None of the Directors of the Company appear on the RBI Defaulter list and/or the ECGC Defaulter list.

B. Details of change in directors since last 3 (Three) years:

Name Designation DIN Date of Appointment/ Resignation

Director of the Company since (in case of resignation)

Remarks

Manavendra Kumar Sinha Nominee Director – India Infrastructure Fund

00733068 23/11/2011 22/07/2011 Resigned as Director

Narayanan Gopalakrishnan Alternate Director to Milind Joshi


Alastair Andrew Bertram Cade

Whole-time Director


6.8 Following details regarding the auditors of the Company:

A. Details of the auditor of the Company:

Name Address Auditor since

M/s BSR & Associates LLP, Joint Auditors

8-2-618/2, Reliance Humsafar, 4th Floor, Road No. 11, Banjara Hills, Hyderabad -500034

2013-14

M/s M. Bhaskara Rao & Co., Joint Auditors 5-D, Fifth Floor, “Kautilya”, 6-3-652, Somajiuda, Hyderabad -500082

2013-14


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Details of change in auditors since last 3 (Three) years:

Name Address Date of Appointment / Resignation

Auditor of the Company since ( in case of resignation)

Remarks

Deloitte Haskins & Sells

Deloitte Haskins & Sells Gowra Grand, 3rdFloor, 1-8-384 S P Road, Begumpet Secunderabad – 500003

September 30, 2013 2010-11 Resigned voluntarily.

6.9 Details of borrowings of the Company, as on September 30, 2014:

A. Details of Secured Loan Facilities:

S No Lender’s Name

Type of Facility

Amount Sanctioned

(Rs. in Crores)

Principal Outstanding

as on September 30,

2014 (Rs. in Crores)

Repayment Date/ Schedule Security Offered

1 IDFC Rupee Term

Loan 79.84 70.33

15th December 2014 / 47 Structured Quarterly

repayment

First charge of: 1) Project Immovable properties &

hypothecation of movable properties

2) Project cash flows, receivables,

book debts and revenues of the

company

3) Intangible assets of the project

4) Assignment or creation of security

interest

5) Trust & Retention account, Debt

Service Reserve and any other

reserves and other bank accounts of

the project

6) Pledge of 51% of shares

2 IREDA Rupee Term

Loan 59.92 52.78

3 Canara Rupee Term

Loan 56.69 49.94

4 PNB Rupee Term

Loan 50.55 44.53

B. Details of Unsecured Loan Facilities:

S No Lender’s Name

Type of Facility Amount Sanctioned

(Rs. in Crores)

Principal Outstanding as on 30.09.2014 (Rs. in Crores)

Repayment Date/ Schedule

1 Bindu Vayu Urja Private Limited

Inter-Corporate Deposit

177.20 177.20 After One year from the date of loan


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2 Mytrah Vayu (Pennar) Private Limited

Inter-Corporate Deposit

21.93 21.93 After One year from the date of loan

C. Details of Non-Convertible Debentures: NIL

D. List of Top 10 Debenture Holders (as on September 30, 2014)

S. No. Name of the Debenture Holder Amount

1 IDFC Limited 50,00,000- Compulsorily Convertible Debentures of Rs. 300/- each

2 PTC India Financial Services Limited

33,33,333- Compulsorily Convertible Debentures of Rs. 300/- each

E. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, Group Company, etc) on behalf of whom it has been issued. (if any)

Details of Corporate Guarantees issued as at October 31, 2014

S.No. Name Category Amount (Rs Crs.)

1 Bindu Vayu Urja Private Limited Subsidiary 15.00

2 Mytrah Vayu (Pennar) Private Limited

Subsidiary 8.00

3 Mytrah Vayu (Krishna) Private Limited

Subsidiary 268.70

F. Details of Commercial Paper:

NIL

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

Party Name (in case of Facility) / Instrument Name

Type of Facility / Instrument

Amt Sanctioned / Issued (Rs. in Crores)

Principal Amt outstanding (Rs. in Crores)

Repayment Date / Schedule

Credit Rating

Secured / Unsecured

Security

IDFC Limited Compulsorily Convertible Debentures

150.00 150.00 20% - Aug’14 30% - Feb’15 50% - Aug’15

NA Unsecured

PTC India Financial Services Limited

Compulsorily Convertible Debentures

100.00 100.00 1/3rd- Dec’15 2/3rd – Jun’16

NA Secured 48.98% Shares pledge of Bindu Vayu (Urja) Pvt. Ltd


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H. 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: As of October 31, 2014, there was no default /s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness.

I. Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option: The company has not issued any securities which were issued for consideration other than cash, at a premium or discount or in pursuance of an option.

6.10 Details of Promoters of the Company:

A. Details of Promoter Holding in Company as on latest quarter end, i.e. September 30, 2014:

S. No.

Name of shareholder Total no of equity shares

No. of shares in demat form

Total shareholding as

on % of total no of shares

No of Shares

Pledged

% of Shares pledged

with respect to

shares owned

1 Bindu Vayu (Mauritius) Limited

72,49,940 72,49,940 99.9978% 36,97,500 51%

6.11 Abridged version of the Audited Consolidated and Standalone Financial Information (like Profit and Loss statement, Balance Sheet and Cash Flow statement) for at least last 3 (Three) years and auditor qualifications, if any. The Audited accounts of MEIL for FY 2013-2014, 2012-13 and 2011-12 both standalone and Consolidated are attached herewith.

6.12 Abridged version of Latest Limited Review Half Yearly Consolidated and Standalone Financial Information and auditors qualifications, if any. Not Applicable.

6.13 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. The Issuer hereby declares that there has been no material event, development or change at the time of issue from the position as on the date of the last audited financial statements of the Issuer, which may affect the Issue or the Investor’s decision to invest/ continue to invest in the debt securities of the Issuer.

6.14 Names of the Trustees and Consents thereof The trustee of the proposed Bonds is IDBI Trusteeship Services Limited. IDBI Trusteeship Services Limited has given its written consent for its appointment as trustee to the Issue vide its letter dated June 13, 2014 and inclusion of its name in the form and context in which it appears in this Disclosure Document. The consent letter from the Trustee is provided in Annexure I of this Disclosure Document.


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6.15 Rating and Rating Rationale

Please refer to Annexure IV

6.16 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. Not Applicable. There is no guarantee/letter of comfort stipulated as security

6.17 Names of all the recognized stock exchanges where the debt securities are proposed to be listed: The Bond are proposed to be listed on the Wholesale Debt Market segment of BSE Limited.

6.18 Other details:

A. DRR Creation: As per Section 71 of the 2013 Act, any company that intends to issue Bonds must create a debenture redemption reserve to which adequate amounts shall be credited out of the profits of the company until the redemption of the Bonds. The Companies (Issuance of Share Capital and Debentures) Rules, 2014, provide for the adequacy of the debenture redemption reserve for different types of companies. The Company undertakes that it shall create such reserve and shall maintain the amounts prescribed by law to be maintained in such reserve.

B. Issue / instrument specific regulations: The Issue of Bonds shall be in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI Debt Listing Regulations.

C. Application process: The application process for the Issue is as provided in Section 9 of this Disclosure Document.

6.19 Issue Details The following is a summary of the terms of the Issue to the extent that they are applicable to each Series. Since the terms for each Series may be different, the specific terms of each Series of Bonds to be issued under the Issue shall be specified in the Supplemental DD to be issued in respect of that Series, which Supplemental DD will also be filed with BSE.

Security Name 12% Mytrah Energy (India) Limited 2019 Bonds

Issuer Mytrah Energy (India) Limited

Type of Instrument Secured, Rated, Listed, Redeemable, Non-Convertible Bonds

Nature of Instrument Secured Rated Listed Redeemable Non-Convertible Bonds

Seniority Senior

Mode of Issue Private placement

Eligible Investors The investor to whom this Disclosure Document and/or any Supplemental DD is specifically addressed, is eligible to apply for this private placement of Bonds subject to fulfilling its respective investment norms/rules and compliance with laws applicable to it by submitting all the relevant documents along with the Application Form.


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Listing Proposed to be listed on the WDM of the BSE within 15 (Fifteen) calendar days of the Allotment Date. In the event that the Bonds are not listed as aforesaid, the Company shall forthwith redeem / buyback the Bonds without the need for any further deed or action. Without prejudice to the above and without prejudice to the rights of the Bond Holders and/ or the Trustee pursuant to the occurrence of an Event of Default, in the event that the Bonds are not listed on the wholesale debt segment of the BSE within a period of 20 (Twenty) calendar days from the Allotment Date, then notwithstanding anything to contrary contained in the Transaction Documents, the Coupon payable for the period commencing from the expiry of 30 (Thirty) calendar days from the Allotment Date of the relevant Series and expiring on the date on which the relevant Series of the Bonds are actually listed, shall be calculated at default interest at the rate of 1% (One Percent) per annum over and above the rate of the Coupon Rate.

Rating of Instrument “IND BBB” by India Ratings & Research Private Limited

Issue Size Up to Rs. 556,00,00,000/- (Rupees Five Hundred and Fifty Six Crores only) in 2 (two) series.

Option to retain oversubscription NA

Objects of the Issue For Series 1 Bonds: The proceeds realized by the Company from the issuance of the Series 1 Bonds shall be applied exclusively by the Company: (i) Meeting issue related expenses, including payment of legal counsels fee

and fees of Sole Arranger;

(ii) For redemption / prepayment of the Existing IDFC CCDs in full or in part subject to the terms set out in the Trust Deed;

(iii) For meeting expenses related to the projects being developed by the Company of approximately 200 (Two Hundred) Mega Watts, to be set up by Mytrah Vayu (Indravati) Private Limited, Mytrah Vayu (Godavari) Private Limited, and / or Mytrah Vayu (Gujarat) Private Limited;

(iv) For providing loans / subscribing to instrument in the nature of debt in the subsidiaries of the Company; and

(v) General corporate expenses.

For Series 2 Bonds: The proceeds realized by the Company from the issuance of the Series 2 Bonds shall be applied exclusively by the Company: (i) Meeting issue related expenses, including payment of legal counsels fee

and fees of Sole Arranger;

(ii) In the event the Existing IDFC CCDs have not been redeemed/prepaid in entirety, for part redemption / prepayment of the balance Existing IDFC CCDs;


Page 28

(iii) For meeting expenses related to the projects being developed by the

Company of approximately 100 (One Hundred) Mega Watts, to be set up by Mytrah Vayu (Indravati) Private Limited, Mytrah Vayu (Godavari) Private Limited, and / or Mytrah Vayu (Gujarat) Private Limited;

(iv) For providing loans / subscribing to instrument in the nature of debt in the subsidiaries of the Company; and


Details of the utilization of the Proceeds

The proceeds realized by the Company from the Issue shall be applied exclusively by the Company for the Objects of the Issue.

Coupon Rate The Bonds shall carry an interest rate of 12 % (Twelve Percent) per annum, which shall be calculated on an XIRR basis and shall be payable on the Coupon Payment Date.

Step-up Coupon Rate 3% (Three percent) per annum In the event the Company fails to fulfil the requirements set out in Clause 8.2(hh) of the Trust Deed, the Company shall be liable to pay additional interest at the rate of 3% (Three percent) per annum over and above the Coupon payable in relation to the Bonds, from the Allotment Date of the Series 1 Bonds till the date such non-compliance is cured to the satisfaction of the Trustee (acting on the instructions of the Majority Bond Holders”). It is clarified that the Step-up Coupon shall be payable in addition to the Default Interest, which shall be payable from the day of such default and till the date such default is cured to the satisfaction of the Trustee (acting on the instructions of the Majority Debenture Holders) and also that charging of Step-up Coupon shall not be in any manner be construed as waiver of any event of Default by the Trustee / Bond Holders. In the event the Company fails to fulfil the requirements as set out in Clause Error! Reference source not found. of the Trust Deed, the Step-up Coupon relating to the period starting from the Allotment Date of the Series 1 Bonds and ending on the first Coupon Payment Date shall be paid by the Company on the first Coupon Payment Date. Any Step-up Coupon that accrues during a Coupon Period after the first Coupon Payment Date shall be payable on the Coupon Payment Date pertaining to that Coupon Period.

Step-down Coupon Rate NA

Coupon Payment Frequency Semi-annual

Coupon Payment Dates The last day of each Coupon Period.

Coupon Period (i) With respect to the Series 1 Bonds, the period of 6 (Six) months commencing

from the Allotment Date of the Series 1 Bonds and every subsequent period of 6 (Six) months thereafter;

(ii) With respect to the Series 2 Bonds, the period commencing from the Allotment

Date of the Series 2 Bonds and ending on the immediately succeeding Coupon Payment Date applicable to the Series 1 Bonds, and every subsequent period of 6 (Six) months thereafter;


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Provided however, that the last Coupon Period for both Series shall end on the Scheduled Maturity Date.

Coupon Type Fixed

Coupon Reset Process NA

Day Count Basis Actual / Actual. i.e. Actual / 365 (Three Hundred Sixty Five) days, except Actual / 366 (Three Hundred Sixty Six) days in the case of a leap year. For avoidance of doubt it is clarified that the Coupon shall be calculated on XIRR basis.

Interest on Application Money None

Default Interest Rate The Default Interest shall be a rate of 2% (Two percent) per annum over and above the rate of the Coupon, to be compounded yearly, payable in respect of any amounts which have not been paid on the respective Due Dates, for the period commencing from such Due Dates and expiring on, but not including, the date on which the defaulted amounts together with the Default Interest in relation thereto has been paid to the relevant Bond Holders.

Tenor / Term 60 (Sixty) months from the Allotment Date of the Series 1 Bonds.

Redemption Date / Maturity Date 60 (Sixty) months from the Allotment Date of the Series 1 Bonds.

Redemption Amount Rs. 10,00,000/- (Rupees Ten Lakhs only) per Bond

Redemption Premium / Discount NA

Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Bond

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

NA

Put Option Date NA

Put Option Price NA

Call Option Date NA

Call Option Price NA

Put Notification Time NA

Call Notification Time NA

Face Value Rs. 10,00,000/- (Rupees Ten Lakhs only) per Bond

Minimum Application size 3 (Three) Bonds, in multiple of 1 (One) Bond thereafter (i.e. Rs. 30,00,000/-, in multiple of Rs. 10,00,000/- thereafter)

Issue Opening Date of the Series 1 Bonds

As set out in the Supplemental DD

Issue Closing Date of the Series 1 Bonds


Pay-in Date of the Series 1 Bonds As set out in the Supplemental DD

Allotment Date of the Series 1 Bonds As set out in the Supplemental DD

Issue Opening Date of the Series 2 Bonds


Issue Closing Date of the Series 2 Bonds


Final Allotment Date July 15, 2015


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Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat only

Settlement mode of the Instrument Cheque(s)/credit through RTGS/NEFT system

Depositories NSDL/CDSL

Business Day Convention If the date for performance of any event or the due date for any payment, including but not limited to the Maturity Date, falls on a day that is not a Business Day, then the date in respect of performance of such event or the due date for payment shall be the immediately preceding Business Day. In the event any Coupon which would become payable on a day (except the last Coupon Payment Date in which case the Business Day convention in case of Maturity Date shall be applicable) which is not a Business Day, then the due date in respect of such payment shall be the succeeding Business Day.

Record Date The date falling 7 (seven) days prior to any Due Date in relation to the Bonds

Security The Bonds shall be secured by:

(i) A first pledge created over the Pledged Securities;

(ii) A hypothecation by way of first and exclusive charge over the Designated Account and DSRA Account, together with a hypothecation over the monies lying in credit therein from time to time (including monies lying to the credit of the DSRA Account towards DSRA Requirement and any fixed deposits made from such monies in terms of the Trust Deed), and by way of first charge over all receivables arising from the loans disbursed by the Company to Mytrah Vayu (Bhima) Private Limited; and

(iii) A hypothecation by way of first charge over the Pledged Securities 2 and Pledged Securities 3.

The Company shall ensure that the aforementioned security interests are created by the relevant Security Providers in the manner and within such time period as contemplated under the Trust Deed. The Company shall ensure that at all times, until the Final Settlement Date, the Company shall ensure that the aggregate value of the Pledged Securities is at least equal to 2 (Two) times (“Stipulated Security Cover”) subject to the exception that the Stipulated Security Cover shall be 1.1x (One Decimal Point One Zero) times the outstanding Bond Payments from the Allotment Date of the Series 1 Bonds till the creation and perfection of the pledge over the Pledged Securities which are currently encumbered. The security shall be created and perfected in the manner set out in the Trust Deed.

Transaction Documents As outlined in Clause 8.1 below

Condition Precedent to disbursement of Series 1 Bonds

As customary for transaction of a similar nature and size and as more particularly set out in Part A of Schedule 5 (Conditions Precedent to Series 1 Bonds) of the Trust Deed.

Condition Subsequent to disbursement of Series 1 Bonds

As customary for transaction of a similar nature and size and as more particularly set out in Part B of Schedule 5 (Conditions Subsequent to Series 1 Bonds) of the Trust Deed.

Conditions Precedent to As customary for transaction of a similar nature and size and as more particularly


Page 31

disbursement of Series 2 Bonds set out in Part C of Schedule 5 (Conditions Precedent to Series 2 Bonds) of the Trust Deed.

Condition Subsequent to disbursement of Series 2 Bonds

As customary for transaction of a similar nature and size and as more particularly set out in Part D of Schedule 5 (Conditions Subsequent to Series 2 Bonds) of the Trust Deed.

Events of Default As set out in Clause 9.1 of the Trust Deed

Consequences of an Event of Default As set out in Clause 9.2 of the Trust Deed

Provisions related to Cross Default Clause

As customary for transaction of a similar nature and size and as more particularly set out in Clause 9.1(a)(xvi) of the Trust Deed, including but not limited to: 1. Any financial indebtedness of the Company and / or any person forming

part of the MEL Security Group, as the case may be, is not paid when due and the applicable cure period has lapsed without the MEL Security Group, as the case may be, making payment of the overdue amount in full;

2. Any financial indebtedness of the Company and / or of any person forming part of the MEL Security Group, as the case may be, is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

3. Any commitment for any financial indebtedness of either the Company and / or of any person forming part of the MEL Security Group member, as the case may be, is cancelled or suspended by a creditor of such person as a result of an event of default (however described); or

4. The Company and / or any person forming part of the MEL Security Group: (i) admits its inability to pay its financial indebtedness as they fall due; or (ii) suspends making payments on any of its financial indebtedness, by reason of actual or anticipated financial difficulties.

Role and Responsibilities of Trustee As set forth in the Trust Deed between the Issuer and IDBI Trusteeship Services Limited.

Governing Law and Jurisdiction The Bonds and documentation will be governed by and construed in accordance with the laws of India.

The cash flows concerning the interest payment and redemption of Bonds will be given in each Supplemental DD on lines similar as set out in the Annexure IX to this Disclosure Document.


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SECTION 7: DISCLOSURES AS PER THE ACT

7.1 General Information:

A. Name , address, website and other contact details of the Company, indicating both registered office and the Corporate: Issuer / Company: Mytrah Energy (India) Limited Registered Office: 8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village,

Serilingampally Mandal, Hyderabad 500 032 Corporate Office: 8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village,

Serilingampally Mandal, Hyderabad 500 032 Telephone No.: +9140 33760100 Website: www.mytrah.com Fax: +91 40 33760101 Contact Person: Y.Uday Chandra Email: [email protected]

B. Date of Incorporation of the Company: November 12, 2009

C. Business carried on by the Company and its subsidiaries with the details of branches or units, if any; The Company in engaged in the business of setting up of Wind Power Projects across India. The Company along with its subsidiaries has set-up over 500 MW across the States of Rajasthan, Gujarat, Maharashtra, Karnataka, Tamil Nadu and Andhra Pradesh. The Registered and Corporate Office is located at Hyderabad.

D. Brief particulars of the management of the Company: As given below Name, address, DIN and occupations of the directors:

Name DIN Address Occupation

1 Mr. Ravi Shankar Kailas 00793396 607, Street No.3, Tarnaka, Hyderabad - 500017, Telangana

Business

2 Mr. Vikram Kailas 03103835 Plot No.122/A, Block – B, Road No.10, Jubilee Hills, Hyderabad – 500 033

Business

3 Mr. Shirish M. Navlekar 02112537 E-1906, Ramky Towers, Serilingampally, Gachibowli, Hyderabad – 500 032

Service

4 Mr. Rohit Kumar Phansalkar 01414688 313, Onyx Crest St., Las Vegas Nevada –89145, USA

Business

5 Mr. Milind M. Joshi 02685576 Flat No.903, 9th Floor, Casa Grande, S. B. Marg,, Lower Parel, Mumbai – 400013

Investment Banker

6 Mr. John Russell Fotheringham Walls

03528496 49 Strand on the Green, London W4 3PD, England

Service

7 Mr. Robert Keith Smith 06715374 88, Broom Road, Teddington – TW119NY, UK Service




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E. Management perception of Risk Factors: Please refer to Section 3 of this Disclosure Document.

F. Details of defaults, if any, including the amounts involved, duration OF default, and present status, in repayment of: (i) Statutory Dues: NA (ii) Bonds and interest thereon: NA (iii) Deposits and interest thereon: NA (iv) Loans from banks and financial institutions and interest thereon: NA

G. Name, designation, address and phone number, email ID of the nodal / compliance officer of the Company, if any, for the Issue:

Name: Y. Uday Chandra Designation: Company Secretary Address: 8001, 8th Floor, Q-City, S.No.109, Serilingampally, Nanakramguda, Gachibowli, Hyderabad – 500 032 Phone No.: 040-33760100 Email: 040-33760101

7.2 Particulars of the Offer:

Date of passing of Board Resolution 22nd July, 2014

Date of passing of resolution in general meeting,

authorizing the offer of securities

August 25, 2014

Price at which the security is being offered, including

premium if any, along with justification of the price

The Bonds are being offered at face value of Rs. 10,00,000/-

(Rupees Ten Lakhs Only) per Bond

Name and address of the valuer who performed

valuation of the security offered

Not Applicable as the Bonds are being issued at par

Amount, which the Company intends to raise by way

of securities

Rs. 556,00,00,000/- (Rupees Five Hundred and Fifty Six Crores

only).

Terms of raising of securities Refer to Section 6 of this Disclosure Document

Proposed time schedule for which the Issue is valid Series 1 Bonds

As per the Supplemental DD

Series 2 Bonds

As per the Supplemental DD

Purpose and objects of the Issue Series 1 Bonds: The proceeds realized by the Company from the issuance of the Series 1 Bonds shall be applied exclusively by the Company: (i) Meeting issue related expenses, including payment of legal counsels fee and fees of Sole Arranger;


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(ii) For redemption / prepayment of the Existing IDFC CCDs in full or in part subject to the terms as set out in the Trust Deed; (iii) For meeting expenses related to the projects being developed by the Company of approximately 200 (Two Hundred) Mega Watts, to be set up by Mytrah Vayu (Indravati) Private Limited, Mytrah Vayu (Godavari) Private Limited, and / or Mytrah Vayu (Gujarat) Private Limited; (iv) For providing loans / subscribing to instrument in the nature of debt in the subsidiaries of the Company; and (v) General corporate expenses.

Series 2 Bonds: The proceeds realized by the Company from the issuance of the Series 2 Bonds shall be applied exclusively by the Company: (i) Meeting issue related expenses, including payment of legal

counsels fee and fees of Sole Arranger;

(ii) In the event the Existing IDFC CCDs have not been redeemed/prepaid in entirety, for part redemption / prepayment of the balance Existing IDFC CCDs;

(iii) For meeting expenses related to the projects being developed

by the Company of approximately 100 (One Hundred) Mega Watts, to be set up by Mytrah Vayu (Indravati) Private Limited, Mytrah Vayu (Godavari) Private Limited, and / or Mytrah Vayu (Gujarat) Private Limited;

(iv) For providing loans / subscribing to instrument in the nature of

debt in the subsidiaries of the Company; and


Contribution being made by the Promoters or

directors either as part of the offer or separately in

furtherance of the object

Promoters of the Company are not subscribing to the Issue.

Principal terms of assets charged as security, if

applicable

The Bonds shall be secured by:

(i) A first pledge created over the Pledged Securities;

(ii) A hypothecation by way of first and exclusive charge over the Designated Account and DSRA Account, together with a hypothecation over the monies lying in credit therein from time to time (including monies lying to the credit of the DSRA Account towards DSRA Requirement and any fixed deposits made from such monies in terms of the Trust Deed), and by way of first charge over all receivables


Page 35

arising from the loans disbursed by the Company to Mytrah Vayu (Bhima) Private Limited; and

(iii) A hypothecation by way of first charge over the Pledged Securities 2 and Pledged Securities 3.

The Company shall ensure that the aforementioned security interests are created by the relevant Security Providers in the manner contemplated under the Trust Deed The Company shall ensure that at all times, until the Final Settlement Date, the Company shall ensure that the aggregate value of the Pledged Securities is at least equal to 2 (Two) times (“Stipulated Security Cover”) subject to the exception that the Stipulated Security Cover shall be 1.1x (One Decimal Point One Zero) times the outstanding Bond Payments from the Allotment Date of the Series 1 Bonds till the creation and perfection of the pledge over the Pledged Securities which are currently encumbered. The security shall be created and perfected in the manner set out in the Trust Deed.

7.3 Disclosure with regard to interest of directors, litigation, etc:

Any financial or other material interest of the

directors, promoters or key managerial personnel in

the Issue and the effect of such interest in so far as

it is different from the interests of other persons

The Directors, Promoters or Key Managerial Personnel do not have

any financial or other material interest in the issue

Details of any litigation or legal action pending or

taken by any Ministry or Department of the

Government or a statutory authority against any

Promoter of the Company during the last 3 (three)

years immediately preceding the year of the

circulation of this Disclosure Document and any

direction issued by such Ministry or Department or

statutory authority upon conclusion of such litigation

or legal action shall be disclosed

None

Remuneration of directors (during the current year

and last 3 (three) financial years)

Name of the

Director

Year Remuneration (in Rs)

Mr. Shirish M.

Navlekar

2014,

2013,

2012

11,876,469,

16,272,981

3,750,000

Mr. Ravi

Kailas

2014

2013

Nil

Nil


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2012 Nil

Mr. Vikram

Kailas

2014

2013

2012

Nil

Nil

Nil

Mr. Alastair

Andrew

Bertram Cade

2014

2013

2012

Nil

Nil

Nil

Mr. Rohit

Kumar

Phansalkar

2014

2013

2012

Nil

Nil

Nil

Mr. Milind

Mukund Joshi

2014

2013

2012

Nil

Nil

Nil

Related party transactions entered during the last 3

(three) financial years immediately preceding the

year of circulation of this Disclosure Document

including with regard to loans made or, guarantees

given or securities provided

Please refer to Annexure VI of this Disclosure Document

Summary of reservations or qualifications or adverse

remarks of auditors in the last 5 (five) financial years

immediately preceding the year of circulation of this

Disclosure Document and of their impact on the

financial statements and financial position of the

Company and the corrective steps taken and

proposed to be taken by the Company for each of

the said reservations or qualifications or adverse

remark

None

Details of any inquiry, inspections or investigations

initiated or conducted under the Act or any previous

company law in the last 3 (three) years immediately

preceding the year of circulation of offer letter in the

case of the Company and all of its subsidiaries. Also

if there were any were any prosecutions filed

(whether pending or not) fines imposed,

compounding of offences in the last 3 (three) years

immediately preceding the year of this Disclosure

Document and if so, section-wise details thereof for

None


Page 37

the Company and all of its subsidiaries

Details of acts of material frauds committed against

the Company in the last 3 (three) years, if any, and if

so, the action taken by the company

None

7.4 Financial Position of the Company:

The capital structure of the Company in the following manner in a tabular form:

The authorised, issued, subscribed and paid up

capital (number of securities, description and

aggregate nominal value)

Please refer to Clause 6.5A on page 16 of this Disclosure Document

Size of the Present Issue Please refer to Clause 6.5A on page 16 of this Disclosure Document

Paid-up Capital:

a. After the offer:

b. After the conversion of Convertible Instruments (if applicable):


Share Premium Account:

a. Before the offer:

b. After the offer:


Details of the existing share capital of the Issuer: Please refer to Clause 6.6A of this Disclosure Agreement

Details of allotments made by the Company for

Consideration other than cash

None

Profits of the Company, before and after making

provision for tax, for the 3 (three) financial years

immediately preceding the date of circulation of this

Disclosure Document

FY14 FY13 FY12

Profit Before Tax

(In Cr) 2.97 5.91 3.83

Profit After Tax

(In Cr) 4.10 4.27 2.59

Dividends declared by the Company in respect of

the said 3 (three) financial years; interest coverage

ratio for last three years (cash profit after tax plus

interest paid/interest paid)

FY14 FY13 FY12

Dividend (Rs

crore) Nil 0.418 Nil

Interest

Coverage

Ratio

1.36 1.37 -


Page 38

A summary of the financial position of the

Company as in the 3 (three) audited balance

sheets immediately preceding the date of

circulation of this Disclosure Document

Please refer to Annexure V of this Disclosure Document

Audited Cash Flow Statement for the 3 (three)

years immediately preceding the date of circulation

of this Disclosure Document

Please refer to Annexure V of this Disclosure Document

Any change in accounting policies during the last 3

(three) years and their effect on the profits and the

reserves of the Company

There has been no change in accounting policies of the Company


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SECTION 8: TRANSACTION DOCUMENTS AND KEY TERMS

8.1 Transaction Documents

The following documents shall be executed in relation to the Issue (“Transaction Documents”):

A. Trustee Agreement, which will confirm the appointment of IDBI Trusteeship Services Limited as the Trustee (“Trustee Agreement”);

B. Trust Deed, which will set out the terms upon which the Bonds are being issued and shall include the representations and warranties and the covenants to be provided by the Company (“Trust Deed”);

C. Deed of hypothecation, whereby the Issuer will create a hypothecation over the Designated Account and DSRA Account, together with all monies lying to the credit thereof from time to time (including monies lying to the credit of the DSRA Account towards DSRA Requirement and any fixed deposits made from such monies in terms of the Trust Deed) which have been deposited for the benefit of the Bond Holders (and any investments made from such monies in terms of Trust Deed) on a first and exclusive basis, and over all receivables arising from the loans disbursed by the Company to Mytrah Vayu (Bhima) Private Limited, on a first charge basis, in favour of the Trustee, along with any requisite powers of attorney in favour of the Trustee (“Deed of Hypothecation 1”);

D. Deed of hypothecation, whereby the Issuer will create a hypothecation over the Pledged Securities 2 and Pledged Securities 3, on a first charge basis, in favour of the Trustee, along with any requisite powers of attorney in favour of the Trustee (“Deed of Hypothecation 2”)

E. Pledge agreement in relation to the pledge to be created over Pledged Securities 1 on a first charge basis in favour of the Trustee, along with any requisite powers of attorney in favour of the Trustee (“Pledge Agreement 1”);

F. Pledge agreement in relation to the pledge to be created over Pledged Securities 2 and Pledged Securities 3 on a first charge basis in favour of the Trustee, along with any requisite powers of attorney in favour of the Trustee (“Pledge Agreement 1”);

G. Powers of attorney over Mr. Vikram Kailas’s physical share certificates pertaining to the shares of the subsidiaries of the Company (held by Mr. Vikram Kailas in trust for the Company) in favour of the Trustee and for the purpose of securing the Secured Obligations of the Company under the Transaction documents;

H. This Shelf Disclosure Document and any Supplemental Disclosure Document(s); and

I. Such other documents as agreed between the Issuer and the Trustee.

8.2 Representations and Warranties of the Issuer The Issuer shall provide representations and warranties in the Transaction Documents, which are standard and appropriate for a transaction of this size and nature.

8.3 Key Covenants of the Issuer As customary for transaction of a similar nature and size and as more particularly set out in the Trust Deed, including but not limited to:

(i) Maintenance of relevant authorizations, compliance with laws, compliance with environmental matters and payment of all taxes;


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(ii) The Issuer’s obligations under the Transaction Documents will be absolute, irrevocable and unconditional and the Issuer confirms the due and prompt observance, performance and full discharge of such covenants, agreements, obligations and liabilities in accordance with and subject to the terms and conditions contained in the Transaction Documents;

(iii) The Issuer shall, and shall ensure that each of the Security Providers shall, perform all of their respective obligations under the terms of the applicable Transaction Documents and maintain in full force and effect each of the Transaction Documents to which they are a party;

(iv) The Company shall at all times ensure the Bonds are rated by the Rating Agency or any other rating agency until the Final Settlement Date;

(v) The Company shall, and shall ensure that each of the Security Providers and the Persons forming part of the MEL

Security Group shall, conduct its business (including collecting debts owed to it) in a proper, orderly and efficient manner and must not cease its business without the prior written consent of the Trustee.

(vi) The Company hereby further covenants, agrees and undertakes that until the Final Settlement Date the Company shall not, and shall ensure no person forming part of the Issuer Security Group shall, wind up, liquidate or dissolve its affairs, become insolvent or liquidate or dissolve its respective affairs;

(vii) The Company hereby further covenants, agrees and undertakes that until the Final Settlement Date the Company shall not, and shall ensure no person forming part of the Issuer Security Group shall, engage in or undertake any corporate restructuring, re-organization and / or re-capitalization of any sort including but not limited to merger, spin-offs, demerger, consolidation, reorganization, amalgamation, reconstruction, capital reduction and liquidation, except as permitted under this Deed;

(viii) The Company hereby further covenants, agrees and undertakes that until the Final Settlement Date the Company shall not, and shall ensure no person forming part of the Issuer Security Group shall, effect any change in its capital structure, except as permitted under the Trust Deed;

(ix) The Company shall provide, and shall ensure that MEL provides, to the Trustee / Bond Holders or its nominees (i) respective half-yearly (un-audited) financial statements (both stand alone and consolidated (wherever applicable)) within 45 (Forty Five) calendar days from the last day of immediately preceding 6th calendar month of a Financial Year; (ii) annual (un-audited) financial statement (both stand alone and consolidated) of the Company as soon as the same are available and in no case later 45 (Forty Five) calendar days following the closure of the preceding Financial Year; and (iii) respective annual (audited) financial statements (both stand alone and consolidated (wherever applicable)) as soon as the same are available and in no case later than 120 (One Hundred Twenty) calendar days following the closure of the preceding Financial Year.

(x) The Company shall provide information more specifically set out in Annexure VIII hereto on semi-annual basis within 45 (Forty Five) calendar days from the last day of immediately preceding 6th calendar month of a Financial Year.

(xi) The Company shall provide to the Trustee / Bond Holders an auditor’s certificate within a period of 30 (Thirty) calendar days or such other longer time period as may be provided by the Trustee (acting on the instructions of the Majority Bond Holders) from the Allotment Date of the Series 1 Bonds certifying the manner of utilization of the proceeds raised pursuant to the issuance of the Bonds.

8.4 Listing

The Bonds are proposed to be listed on the WDM of the BSE within 15 (Fifteen) calendar days of the Allotment Date of the relevant Series. In the event that the Bonds are not listed as aforesaid, the Company shall forthwith redeem /buyback the Bonds without the need for any further deed or action.


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SECTION 9: OTHER INFORMATION AND APPLICATION PROCESS The Bonds being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of Association of the Issuer, the terms of this Disclosure Document, Application Form and other terms and conditions as may be incorporated in the Transaction Documents.

9.1 Mode of Transfer/Transmission of Bonds The Bonds shall be transferable freely. The Bond(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Act and other applicable laws. The Bonds held in dematerialized form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, amounts due will be paid/redemption will be made to the person, whose name appears in the register of Bond Holders maintained by the R&T Agent as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in dematerialised form. The seller should give delivery instructions containing details of the buyer’s DP account to his DP.

9.2 Bonds held in Dematerialised Form The Bonds shall be held in dematerialised form and no action is required on the part of the Bond Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/RTGS to those Bond Holder(s) whose names appear on the list of beneficiaries maintained by the R&T Agent. The names would be as per the R&T Agent’s records on the Record Date fixed for the purpose of redemption. All such Bonds will be simultaneously redeemed through appropriate debit corporate action. The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and account number, address, bank details and DP’s identification number will be given by the R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made in any relation by NEFT/RTGS to the bank account of the Bond Holder(s) for redemption payments.

9.3 Trustee for the Bond Holder(s) The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the Bond Holder(s). The Issuer and the Trustee intend to enter into the Trust Deed inter alia, specifying the powers, authorities and obligations of the Trustee and the Issuer. The Bond Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Bond Holder(s). Any payment made by the Issuer to the Trustee on behalf of the Bond Holder(s) shall discharge the Issuer pro tanto to the Bond Holder(s). The Trustee will protect the interest of the Bond Holder(s) in regard to the repayment of principal and yield thereon and they will take necessary action, subject to and in accordance with the Trust Deed, at the cost of the Issuer. No Bond Holder shall be entitled to proceed directly against the Issuer unless the Trustee, having become so bound to proceed, fails to do so. The Trust Deed shall more specifically set out the rights and remedies of the Bond Holder(s) and the manner of enforcement thereof.

9.4 Sharing of Information The Issuer may, at its option, but subject to applicable laws and to the relevant provisions in the Trust Deed, use on its own, as well as exchange, share or part with any financial or other information about the Bond Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.


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9.5 Bond Holder not a Shareholder

The Bond Holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Act. The Bonds shall not confer upon the Bond Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.

9.6 Modification of Bonds The Trustee and the Issuer will agree to make any modifications in the Disclosure Document which in the opinion of the Trustee is of a formal, minor or technical nature or is to correct a manifest error. Any other change or modification to the terms of the Bonds shall require approval by the Majority Bond Holders. For the avoidance of doubt, the following matters require the consent of Majority Bond Holders, either by providing their express consent in writing or by way of a resolution at a duly convened meeting of the Bond Holders:

A. Creating of any additional security; and

B. Amendment to the terms and conditions of the Bond or the Transaction Documents.

9.7 Right to accept or reject Applications The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application for subscription to the Bonds, in part or in full, without assigning any reason thereof.

9.8 Notices Any notice may be served by the Issuer/ Trustee upon the Bond Holders through registered mail/speed post, recognized overnight courier service, or by facsimile transmission addressed to such Bond Holder at its/his registered address or facsimile number or at such other address or number as the Bond Holders shall from time to time have designated. All notices or other communications to be given shall be made in writing and by letter or facsimile transmission and shall be deemed to be duly given or made, in the case of personal delivery, when delivered; in the case of facsimile transmission, provided that the sender has received a receipt indicating proper transmission, when dispatched, or, in the case of a letter, 3 (Three) Business Days after being deposited in the post (by registered post, with acknowledgment due), postage prepaid, to such party at its address or facsimile number specified herein or at such other address or facsimile number as such party may hereafter specify for such purposes to the other by notice in writing. If a receipt of notice or other communication occurs before 10:00 am on a Business Day, the notice shall be deemed to have been received on that day and, if the receipt occurs after 10:00 am on a Business Day the notice shall be deemed to have been received on the next Business Day.

9.9 Issue Procedure Only Eligible Investors as given hereunder may apply for the Bonds by completing the Application Form in the prescribed format in block letters in English as per the instructions contained therein. The minimum number of Bonds that can be applied for and the multiples thereof shall be set out in the Application Form. No application can be made for a fraction of a Bonds. Application forms should be duly completed in all respects and applications not completed in the said manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must be duly completed by the applicant. This is required for the applicant’s own safety and these details will be printed on the refund orders and /or redemptions warrants. The applicant should transfer payments required to be made in any relation by NEFT/RTGS, to the bank account of the Issuer as per the details mentioned in the Application Form.


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9.10 Application Procedure Potential investors will be invited to subscribe by way of the Application Form prescribed in the Disclosure Document during the period between the Issue Opening Date and the Issue Closing Date of the Series 1 Bonds (both dates inclusive), and similarly between the Issue Opening Date and the Issue Closing Date of the Series 2 Bonds (both dates inclusive). The Issuer reserves the right to change the issue schedule including the Allotment Date of each Series at its sole discretion, without giving any reasons or prior notice. The Issue will be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.

9.11 Fictitious Application All fictitious applications will be rejected. Any person who-

A. Makes or abets making an application makes or abets making of an application in a fictitious name to the Company for acquiring, or subscribing for, the Bonds; or

B. makes or abets making of multiple applications to the Company in different names or in different combinations of his name or surname for acquiring or subscribing for the Bonds; or

C. otherwise induces directly or indirectly a company to allot, or register any transfer of, the Bonds to him, or to any other person in a fictitious name,

shall be liable for action under Section 447 of the Companies Act, 2013.

9.12 Basis of Allotment Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will be given to Investors on a first come first serve basis. The investors will be required to remit the funds as well as submit the duly completed Application Form along with other necessary documents to Issuer by the Issue Closing Date of the relevant Series.

9.13 Payment Instructions The Application Form should be submitted directly. The entire amount of Rs. 10,00,000/- (Rupees Ten Lakhs only) per Bond is payable along with the making of an application. Applicants can remit the application amount through NEFT on Pay-in Date. The RTGS / NEFT details of the Issue proceeds escrow account are as under:

Account Name Mytrah Energy (India) Limited

Account No. 914020039031088

Bank Axis Bank Limited

Branch and Address Hyderabad Main Branch

Branch IFSC Code UTIB0000008

9.14 Eligible Investors The investor to whom this Disclosure Document is specifically addressed, is eligible to apply for this private placement of Bonds subject to fulfilling its respective investment norms/rules and compliance with laws applicable to it by submitting all the relevant documents along with the Application Form (“Eligible Investor”). All Eligible Investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this issue of Bonds.


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Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory requirements applicable to them in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements applicable to them, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.

9.15 Procedure for Applying for Dematerialised Facility

A. The applicant must have at least one beneficiary account with any of the DP’s of NSDL/CDSL prior to making the application.

B. The applicant must necessarily fill in the details (including the beneficiary account number and DP - ID) appearing in the Application Form under the heading “Details for Issue of Bonds in Electronic/Dematerialised Form”.

C. Bonds allotted to an applicant will be credited to the applicant’s respective beneficiary account(s) with the DP.

D. For subscribing to the Bonds, names in the Application Form should be identical to those appearing in the details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details maintained with the DP.

E. Non-transferable allotment advice/refund orders will be directly sent to the applicant by the R&T Agent to the Issue.

F. If incomplete/incorrect details are given under the heading “Details for Issue of Bonds in Electronic/Dematerialised Form” in the Application Form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer.

G. For allotment of Bonds, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-a-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for the losses, if any.

H. The redemption amount or other benefits would be paid to those Bond Holders whose names appear on the list of beneficial owners maintained by the R&T Agent as on the Record Date. In case of those Bonds for which the beneficial owner is not identified in the records of the R&T Agent as on the Record Date, the Issuer would keep in abeyance the payment of the redemption amount or other benefits, until such time that the beneficial owner is identified by the R&T Agent and conveyed to the Issuer, whereupon the redemption amount and benefits will be paid to the beneficiaries, as identified.

9.16 Depository Arrangements The Issuer shall make necessary arrangement with CDSL and NSDL for issue and holding of Bond(s) in dematerialised form.

9.17 List of Beneficiaries The Issuer shall request the R&T Agent to provide a list of beneficiaries as at the end of each Record Date. This shall be the list which will be used for payment or repayment of redemption monies.

9.18 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 signature(s) of all the authorized signatories of the Investor and the tax exemption certificate/document of the Investor, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.


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In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum and articles of association and/or bye-laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed Application Form.

9.19 Procedure for application by Mutual Funds and Multiple Applications In case of applications by mutual funds and venture capital funds, a separate application must be made in respect of each scheme of an Indian mutual fund/venture capital fund registered with the SEBI and such applications will not be treated as multiple application, provided that the application made by the asset management company/trustee/custodian clearly indicated their intention as to the scheme for which the application has been made. The application forms duly filled shall clearly indicate the name of the concerned scheme for which application is being made and must be accompanied by certified true copies of:

A. SEBI registration certificate

B. Resolution authorizing investment and containing operating instructions

C. Specimen signature of authorized signatories

9.20 Documents to be provided by Investors Investors need to submit the following documents, as applicable

A. Power of Attorney to custodian

B. Specimen signatures of the authorised signatories

C. SEBI registration certificate (for Mutual Funds)

D. Copy of PAN card

E. Application Form (including RTGS/ NEFT details)

9.21 Succession In the event of winding-up of the holder of the Bond(s), the Issuer will recognize the executor or administrator of the concerned Bond Holder(s), or the other legal representative as having title to the Bond(s). The Issuer shall not be bound to recognize such executor or administrator or other legal representative as having title to the Bond(s), unless such executor or administrator obtains probate or letter of administration or other legal representation, as the case may be, from a court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of the concerned Bond Holder on production of sufficient documentary proof and/or an indemnity.

9.22 Mode of Payment All payments must be made through NEFT/RTGS as set out in the Application Form.

9.23 Effect of Holidays Please refer to the paragraph titled “Business Day Convention” as set out in the Section 6.19 (Issue Details) of this Disclosure Deocument.

9.24 Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/document must be lodged by the Bond Holders at


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the office of the R&T Agent of the Company at least 15 (Fifteen) days before the relevant payment becoming due. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form. It is clarified that the rate of any such withholding tax in relation to any Bond Holder which is either a foreign institutional investor or qualified foreign investor shall be at the rate of 5% (Five Percent) or at such other rate as may be prescribed under applicable Laws. If any payments under this issuance is subject to any tax deduction other than such amounts as are required as per current regulations and laws existing as on the date of the Bonds, including if the Company shall be required legally to make any payment for Tax from the sums payable in relation to the Bond (“Tax Deduction”), the Company shall make such Tax Deduction, and shall simultaneously pay to the Bond Holders such additional amounts as may be necessary in order that the net amounts received by the Bond Holders after the Tax Deduction shall equal the respective amounts which would have been receivable by the Bond Holders in the absence of such Tax Deduction.

9.25 Letters of Allotment The letter of allotment, indicating allotment of the Bonds under each Series, will be issued in physical form within 1 (One) Business Day from the Allotment Date of that Series.

9.26 Record Date The Record Date will be 7(seven) Days prior to any Due Date.

9.27 Refunds For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from the Allotment Date of the Bonds. In case the Issuer has received money from applicants for Bonds in excess of the aggregate of the application money relating to the Bonds in respect of which allotments have been made, the Registrar shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess, if any.

9.28 Pan Number Every applicant should mention its Permanent Account Number (“PAN”) allotted under Income Tax Act, 1961, on the Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be considered incomplete and are liable to be rejected.

9.29 Payment on Redemption Payment on redemption will be made by way of cheque(s)/credit through RTGS system in the name of the Bond Holder(s) whose names appear on the list of beneficial owners given by the Depository to the Issuer as on the Record Date. The Bond shall be taken as discharged on payment of the redemption amount and any default interest by the Issuer on the Final Settlement Date to the registered Bond Holder(s) whose name appears in the Register of Bond Holder(s) on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Bond Holder(s) with NSDL/CDSL will be adjusted. On the Issuer dispatching the amount as specified above in respect of the Bonds, the liability of the Issuer shall stand extinguished. Disclaimer: Please note that only those persons to whom this memorandum has been specifically addressed are eligible to apply. However, an application, even if complete in all respects, is liable to be rejected without assigning any reason for the same. The list of documents provided above is only indicative, and an investor is required to provide all those documents / authorizations / information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert to any investor for any additional documents / information, and can accept or reject an application as it deems fit. Investment by


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investors falling in the categories mentioned above are merely indicative and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc. Each of the above categories of investors is required to check and comply with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as applicable to them and the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory breaches by any investor, neither is the Issuer required to check or confirm the same.


Page 49

ANNEXURE I: CONSENT LETTER FROM THE TRUSTEE

[Attached separately]


Page 50

ANNEXURE II: APPLICATION FORM

Mytrah Energy (India) Limited (A public limited company under the Companies Act, 1956 & limited by shares)

Date of Incorporation: November 12, 2009 Registered Office:8th Floor, Q City, Survey Number 109, Gachibowli, Nanakramguda Village, Serilingampally Mandal,

Hyderabad 500 032 Telephone No.: +9140 33760100; Website: www.mytrah.com;

Fax: +91 40 33760101; Contact Person: Uday Chandra

BONDS SERIES APPLICATION FORM SERIAL NO.

ISSUE OF UPTO 5,560 (Five Thousand Five Hundred and Sixty) RATED, LISTED, REDEEMABLE, NON-CONVERTIBLE

BONDS OF A FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, AGGREGATING UPTO RS. 556,00,00,000/- (RUPEES FIVE HUNDRED AND FIFTY SIX CRORES ONLY)

BOND SERIES APPLIED FOR: Number of Bonds _____ in words _______ Amount Rs. ______ /- in words Rupees ______Crore Only

DETAILS OF PAYMENT: Cheque / Demand Draft / RTGS No. _____________ Drawn on_____________________________________________ Funds transferred to Mytrah Energy (India) Limited Dated ____________ Total Amount Enclosed (In Figures) Rs.______/-_(In words) ________ Only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____ WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________



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We have read and understood the Terms and Conditions of the issue of Bonds including the Risk Factors described in the Disclosure Document and have considered these in making our decision to apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these Bonds. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised Signatory(ies) Designation Signature

Applicant’s Signature

We the undersigned, are agreeable to holding the Bonds of the Company in dematerialised form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account : (Settlement by way of Cheque / Demand Draft / Pay Order / Direct Credit / ECS / NEFT/RTGS/other permitted mechanisms)

FOR OFFICE USE ONLY DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)

We understand and confirm that the information provided in the Disclosure Document and/or the Supplemental DD is provided by the Issuer and the same has not been verified by any legal advisors to the Issuer, the Sole Arranger and other intermediaries and their agents and advisors associated with this Issue. We confirm that we have for the purpose of investing in these Bonds carried out our own due diligence and made our own decisions with respect to investment in these Bonds and have not relied on any representations made by anyone other than the Issuer, if any. We understand that: i) in case of allotment of Bonds to us, our Beneficiary Account as mentioned above would get credited to the extent of allotted Bonds, ii) the Applicant must ensure that the sequence of names as mentioned in the Application Form matches the sequence of name held with our Depository Participant, iii) if the names of the Applicant in this application are not identical and also not in the same order as the Beneficiary Account details with the above mentioned Depository Participant or if the Bonds cannot be credited to our Beneficiary Account for any reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or issue the Bonds in physical form. We understand that we are assuming on our own account, all risk of loss that may occur or be suffered by us including as to the returns on and/or the sale value of the Bonds and shall not look directly or indirectly to the Sole Arranger (or to any person acting


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on its or their behalf) to indemnify or otherwise hold us harmless in respect of any such loss and/or damage. We undertake that upon sale or transfer to subsequent investor or transferee (“Transferee”), we shall convey all the terms and conditions contained herein and in this Disclosure Document to such Transferee. In the event of any Transferee (including any intermediate or final holder of the Bonds) suing the Issuer (or any person acting on its or their behalf) we shall indemnify the Issuer and the Sole Arranger (and all such persons acting on its or their behalf) and also hold the Issuer and Sole Arranger and each of such person harmless in respect of any claim by any Transferee.

Applicant’s Signature

FOR OFFICE USE ONLY DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)-------------------------------------------- ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________ ______________________________________________________________________ Cheque/Draft/UTR # ______________ Drawn on _______________________________ for Rs. _____________ on account of application of _____________________ Bond


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ANNEXURE III: AUDITED FINANCIAL STATMENTS



Page 54

ANNEXURE IV: RATING LETTER



Page 55

ANNEXURE V: FINANCIAL INFORMATION OF THE ISSUER

A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter: Figures in Rs. / Crores

BALANCE SHEET 2013-14 2012-13 2011-12

EQUITY AND LIABILITIES

Shareholders’ funds

Share capital 528.86 459.11 459.11

Reserves and surplus 197.28 205.66 201.43

Non-current liabilities

Long-term borrowings 658.95 648.71 390.78

Long-term provisions 0.19 0.14 0.22

Others 246.30 - -

Current liabilities

Short-term borrowings 146.42 37.77 35.00

Trade payables 230.98 48.15 6.89

Other current liabilities 31.90 319.74 193.14

Short-term provisions 0.60 0.01 0.77

Total 2,041.48 1719.29 1287.34

ASSETS

Non-current assets

Fixed assets

- Tangible assets 332.75 353.52 363.51

- Intangible assets 2.62 3.77 2.48

- Capital work-in-progress 17.78 35.13 162.79

Non-current investments 1,069.50 885.73 497.72

Deferred tax asset (net) 0.50 0.50 2.14

Long-term loans and advances 12.60 22.94 61.14

Other non-current assets 79.48 9.90 5.60

Current Assets

Current investments 3.20 0.15 22.91

Trade receivable 119.34 11.38 9.22

Cash and bank balances 48.46 32.78 1.07

Short term loans and advances 155.92 198.75 5.92

Other current assets 199.35 164.74 152.84

Total 2041.48 1719.29 1287.34


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Figures in Rs. / Crores

PROFIT AND LOSS ACCOUNT 2013-14 2012-13 2011-12

Revenue

Revenue from operations 1056.57 231.55 75.43

Other income 4.22 11.56 6.70

Total revenue 1060.79 243.11 82.13

Expenses

Employee benefit expense 3.13 3.31 2.86

Finance cost 67.74 63.23 28.49

Depreciation and amortisation expense 20.01 19.55 13.39

Provisions and write off -

Other expenses 966.94 151.11 33.56

Total expenses 1057.82 237.20 78.30

Profit before tax 2.97 5.91 3.83

Tax expense/(benefit):

- Current tax

'- for the current year 0.59

- relating to earlier years (1.73)

- Deferred tax

- for the current year 1.64 1.24

- relating to earlier years

Profit after tax 4.10 4.27 2.59

Audited Cash Flow Statement for the 3 (three) years immediately preceding the date of circulation of this Disclosure Document: Figures in Rs. / Crores

Particulars 2013-14 2012-13 2011-12

I. Cash flow from operating activities

(Loss)/profit before tax 2.97 5.91 3.83

Adjustments:

Depreciation and amortization 20.01 19.55 13.39

Interest from banks on deposits (2.50) (1.38) (3.68)

Finance costs 67.74 63.23 28.49

Profit on sale of current investments (1.73) (1.52) (3.01)

Loss on sale of non-current investments - 0.14 -

Operating profit before working capital changes and other changes 86.50 86.00 39.02

Increase in trade payables 182.83 41.27 5.94

Increase /(decrease) in provisions 0.65 (0.16) 0.31

Increase /(decrease) in other current liabilities (39.53) 289.23 3.81

Increase in trade receivables and unbilled revenue (108.94) (0.41) (16.13)

Decrease /(increase) in loans and advances and other assets 104.36 (174.77) (2.30)

Cash generated from operations 225.86 241.00 30.65

Income tax paid, net (3.96) (0.75) (1.35)

Net cash flow from operating activities (A) 221.90 240.34 29.30


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II. Cash flow from investing activities

Purchase of fixed assets (includes capital work-in-progress) 22.63 (12.88) (182.77)

Purchase of /Proceeds from sale of current investments (net) (1.32) 24.29 (19.90)

Purchase of long-term investments in subsidiary (183.76) (393.01) (497.72)

Share application money given, net of investment (104.90) (12.50) (145.56)

Proceeds from sale of debentures - 4.86 -

Investments in bank deposits (having original maturity of more than three months)

(22.89) (4.48) (5.60)

Interest received 1.41 1.52 4.05

Net cash flow used in investing activities (B) (288.83) (392.21) (847.50)

III. Cash flow from financing activities

Proceeds from issue cumulative and compulsorily redeemable preference shares

73.25 - -

Buy-back of compulsorily convertible preference shares (7.00) - -

Proceeds from issue of compulsorily convertible debentures - 100.00 150.00

Share issue expenses - - (10.42)

Proceeds from of long-term borrowings - 0.31 247.73

Repayment of long-term borrowings (14.71) (7.65)

Inter-corporate deposit received from subsidiaries 11.11 164.55 33.82

Inter-corporate deposit repaid to subsidiary (54.18) (34.07)

Proceeds from short-term borrowings from others 123.65 22.77

Finance cost paid (65.40) (62.48) (22.96)

Preference dividend paid on Series A compulsorily convertible preference shares

(7.00) (0.04)

Proceed from issue of equity shares - - -

Proceed from issue of compulsorily convertible preference shares - - 349.96

Net cash flow from financing activities (C) 59.72 183.40 748.13

Net increase/(decrease) in cash and cash equivalents (A+ B + C) (7.20) 31.53 (70.07)

Cash and cash equivalents at the beginning of the year 32.60 1.07 71.14

Cash and cash equivalents at the end of the year (refer note 2.14 ) 25.39 32.60 1.07


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ANNEXURE VI: RELATED PARTY TRANSACTIONS

Agreement with Bindu Urja Infrastructure Private Limited The Company has entered into an agreement with Bindu Urja Infrastructure Limited ("BUIL"), a company in which Ravi Kailas, the Chairman and CEO of Mytrah Energy Limited, is the sole beneficial owner. Under the agreement with BUIL it has been agreed that BUIL will provide the BoP services (the "BUIL Agreement"). The terms have been agreed by the Company with BUIL to build its first self-build projects totaling 238 MW using turbines from Gamesa in Karnataka and Andhra Pradesh and from Regen in Tamil Nadu. The order values are such that the overall cost of the assets including turbines are below market for similar assets. All other terms and conditions are broadly in-line with work orders for similar contracts including delivery penalty clauses and damages for non-performance and are as per market practice. In awarding the contract to BUIL the Company has considered other service providers and concluded that the BUIL Agreement represents both the most cost effective solution and from a strategic perspective provides strong visibility regarding the ability to meet development targets. Any additional BoP contracts awarded to BUIL will require Board approval. The independent directors, consider that the terms of the BUIL Agreement are fair and reasonable.

Mezzanine Financing Mytrah Energy India Limited ("MEIL"), has raised Rs. 1,200 million by way of a mezzanine financing (the "Mezzanine Financing"). The Mezzanine Financing is non-dilutive for equity holders, unsecured and in the form of Series B Preference Shares in MEIL ("Preference Shares"). This Mezzanine Financing has been subscribed for by Bindu Urja Infrastructure Limited and Mytrah Wind Developers Private Limited, companies owned by the Bindu Trust, a Jersey based discretionary trust settled by Ravi Kailas, Chairman and CEO of Mytrah Energy. The Preference Shares have been subscribed for at a par value of Rs. 300 per share, and will carry a nominal dividend of 0.01% per annum and are redeemable at par on the 20th anniversary of their issue. The Mezzanine Financing is a related party transaction and the independent directors consider that the terms of the Mezzanine Financing are fair and reasonable.


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ANNEXUREVII: PLEDGED SECURITIES 2 AND PLEDGED SECURITIES 3

Part A - PLEDGED SECURITIES 2

S NO: ENTITY NUMBER OF SHARES % PERCENTAGE

1. Mytrah Vayu Urja Private Limited 4,890 equity shares 48.99%

2. Mytrah Vayu (Pennar) Private Limited 1,56,02,570 equity shares 48.99%

3. Mytrah Vayu (Krishna) Private Limited 3,12,62,848 equity shares 48.999%

4. Mytrah Vayu (Bhima) Private Limited 49.990 equity shares 99.98%

Part B - PLEDGED SECURITIES 3

S NO: ENTITY NUMBER OF SHARES % PERCENTAGE

1. Bindu Vayu Urja Private Limited 4,82,89,490 equity shares 48.99%

5. Mytrah Vayu (Manjira) Private Limited 30,25,932 equity shares 18.99%


Page 60

ANNEXURE VIII: INFORMATION DETAILS

Particulars Mahid

ad Mokal

Chakla

Sinner

Kaladongar

Jamanwada

Vajrakarur

Burgula

Savalsung

Vagarai

State Gujarat Rajasth

an Maharashtra Rajasthan Gujarat Andhra Pradesh

Karnataka

Tamil Nadu

Capacity 25.20 42.00 39.00 12.60 75.60 52.50 63.00 37.40 100.30 100.50

PPA Tenor (Years)

25.00 20.00 13.00 20.00 25.00 25.00 25.00 20.00 10 to 15

Tariff 3.56 4.46 5.37 5.67 4.81 3.86 4.38 4.70 4.20 5.20

PLF Estimate P 50

31.83%

23.54% 26.69

% 22.12

% 29.06% 28.85% 25.80%

23.59%

25.10% 30.40%

Actual PLF

The PLF for the period between Jan to Dec’13 is 25.50%

Avg Receivable days

The average age of receivables was 50 days during the period Jan’13-Dec’13

LIST OF DIRECTORS

1) Mytrah Energy (India) Limited 1) Ravi Shankar Kailas 2) Vikram Kailas 3) Shirish M Navlekar 4) Rohit Kumar Phansalkar 5) Milind Mukund Joshi 6) John Russell Fotheringham Walls 7) Robert Keith Smith

2) Bindu Vayu Urja Pvt. Ltd.

1) Ravi Shankar Kailas 2) Vikram Kailas 3) Shirish M Navlekar

3) Mytrah Vayu (Pennar) Pvt. Ltd.

1) Ravi Shankar Kailas 2) Vikram Kailas 3) Shirish M Navlekar

4) Mytrah Vayu (Krishna) Pvt. Ltd.

1) Vikram Kailas 2) Shirish M Navlekar 3) Ramakrishna Thondepu

5) Mytrah Vayu (Manjira) Pvt. Ltd.

1) Vikram Kailas 2) Shirish M Navlekar 3) Ramakrishna Thondepu


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Terms of Structured Equity issues Compulsory Convertible Preference Shares: The Company has issued 1,16,66,566 (One Crore Sixteen Lakhs Sixty Six Thousand Five Hundred Sixty Six) Compulsory Convertible Preference shares at Rs. 300/- each to Indian Infrastructure Fund (IIF) under an Investment Agreement. The Following are the Salient features of the CCPs:

IIF is entitled to receive a preference dividend before any dividends are declared to the ordinary shareholders. These carry a step-up dividend which is cumulative.

The CCPS convert into equity shares of MEIL at a fixed price of Rs. 300 (~USD 6) per share, for a fixed number of shares, at the end of six years if the call and put options are not exercised by either of the parties.

As part of the investment agreement, IIF were issued with 100 ordinary shares in MEIL. Further, the Company entered into an option agreement with IIF on the same date whereby the Company can call the CCPS (the “call option”) or alternatively, IIF can put the CCPS (the “put option”) in exchange for cash or a variable number of shares in the Company providing IIF a stated rate of return. The call option can be exercised at any time after four years three months and the put option can be exercised at any time after five years three months from the date of issue. Compulsory Convertible Debentures (CCDs) - PTC MEIL has issued 3,333,333 compulsory convertible debentures ("CCDs") at Rs. 300 (~ USD 5.71) each to PTC India Financial Services Limited (PTC) including any of its affiliates (the "Investor") amounting to USD 18,285,211 under a Debenture Subscription Agreement. The following are the significant terms in relation to the CCDs:

The CCDs carry a fixed rate of interest payable quarterly in arrears on the principal amount of the CCDs outstanding.

The CCDs, along with unpaid interest, if any, mandatorily convert into such number of equity shares of Mytrah Energy (India) Limited (“MEIL” or subsidiary of the Company) at the end of 49 months from the date of initial disbursement so as to provide the investor a stated rate of return.

The CCDs will be secured by collateral support in the form of pledge of 49% shares of Bindu Vayu Urja Private Limited ("BVUPL") held by MEIL

Compulsory Convertible Debentures (CCDs) – IDFC During 2011 MEIL has issued 5,000,000 compulsory convertible debentures (“CCDs”) at Rs. 300 (~ USD 6) each to IDFC including any of its affiliates under an agreement between the Group and IDFC. The purpose of this is to fund the capital projects of the Group. The following are the significant terms in relation to the CCDs:

1. The CCDs carry a fixed rate of interest payable quarterly in arrears on the principal amount of the CCDs outstanding. 2. The CCDs, along with unpaid interest, if any, mandatorily convert into such number of equity shares of MEIL at the end

of 48 months from the date of issue so as to provide the investor a stated rate of return

Exposure to Forex: The Company is not exposed to any Forex activity and hence there no Forex hedging activity as on date Covenant Breach: Till date the group has not defaulted any payments and there have been Nil Breach of Covenants. Term Loan Details: MYTRAH ENERGY (INDIA) LIMITED Mytrah Energy (India) Limited entered into a loan agreement for a term loan of Rs. 2470 million to fund its projects with the total capacity of 67.2 MW. The loan is repayable in 48 structured quarterly instalments starting from 15th December 2012. The rate of interest applicable on the term loan is 12.20%.


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BINDU VAYU URJA PRIVATE LIMITED Bindu Vayu Urja Private Limited entered into a loan agreement for a term loan of Rs. 7490 million to finance its projects with total capacity of 179.7 MW. The loan is repayable in 50 structured quarterly instalments starting from 15thMay 2013. The rate of interest applicable on the term loan is 12.44%. MYTRAH VAYU (PENNAR) PRIVATE LIMITED Mytrah Vayu (Pennar) Private Limited entered into a loan agreement for a term loan of Rs. 2950 million to finance its project with total capacity of 63 MW. The loan is repayable in 59 structured quarterly instalments starting from 30th September 2014. The rate of interest applicable on the term loan is 11.90%. MYTRAH VAYU (KRISHNA) PRIVATE LIMITED Mytrah Vayu (Krishna) Private Limited entered into a loan agreement for a term loan of Rs. 5838.50 million to finance its projects with total capacity of 137.7 MW. The loan is repayable in 53 unstructured quarterly instalments starting from 30th June 2015. The rate of interest applicable on the term loan is 13.00%. MYTRAH VAYU (MANJIRA) PRIVATE LIMITED Mytrah Vayu (Manjira) Private Limited entered into two separate loan agreements, one for Rs. 2490 million and another for Rs. 2430 million, to finance its projects with total capacity of 100.50 MW. The loan is repayable in 50 structured quarterly instalments under one agreement, starting from 30th January 2015 and another with 52 structured quarterly instalments starting from 30th April 2015. The rate of interest applicable on the term loan is 12.63%.

O&M TERMS FOR OPERATIONAL PROJECTS

Particulars MEIL BVUPL MVPPL MVKPL MVMPL

Projects Mokal & Mahidad Chakala, Sinner, Jamanvada & Kaladonger

Vajrakarur Savalsung & Burgula Vagarai

Service Provider Suzlon Suzlon Suzlon Gamesa Regen

Warranty Period 24 months from the COD

24 months from the COD 66 months from the COD

60 months from the COD 24 months from the COD

Term 18 years from warranty period

18 years from warranty period




Scope of work Preventive Maintenance Services Curative Maintenance Services Operation, Maintenance& Management Services which would consist of services like Labour, Security Management, Technical, Crane, SCADA System.

Preventive& Corrective Maintenance Services Operation, Monitoring of the WTGs and Co-coordinating for WTG inspection

Preventive& curative Maintenance services, DP Structure & metering yard services

Machine Availability Guaranteed

High Wind Season 96% 96% 96% 90% during stabilsation & 97% during other times

97%

Low Wind Season 95% 95% 95% 96%


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ANNEXURE IX: INDICATIVE BOND CASHFLOWS

Assumptions

Deemed date of Allotment 15-Nov-14

Amount of one Bond - Rs crs 0.10

Interest Rate 12%

Interest Period -months 6

Tenor - years 5

Redemption Date 15-Nov-19

Redemption Amount 0.10

Cash flows

15-Nov-

14 15-

May-15

15-Nov-

15 15-

May-16

15-Nov-

16 15-

May-17

15-Nov-

17 15-

May-18

15-Nov-

18 15-

May-19

15-Nov-

19

Bond Subscription by investors -0.10

Interest 0.006 0.006 0.006 0.006 0.006 0.006 0.006 0.006 0.010 0.10

Cash flows -0.10 0.006 0.006 0.006 0.006 0.006 0.006 0.006 0.006 0.010 0.10

DOCUMENT CONTAINING DISCLOSURES AS PER SCHEDULE I OF SEBI … · 2015-04-21 · India (“SEBI”)...

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Transcript of DOCUMENT CONTAINING DISCLOSURES AS PER SCHEDULE I OF SEBI … · 2015-04-21 · India (“SEBI”)...