INDIA NON

'UDICIAL
Govern ment of Nationa I Captglfg11!-ory-ol 99!!!
e-Stamp

geisqqt
c,odtlcate No. lN-DL017€1/4745987Q
certilicate lssued oate 19-Mar201812:11 PM
Account Reterence TMPACC 0Vy d1737903/ DELHy DL-DLH
Unique Doc. Relerence suBt N-DLDL73790306878921 284464Q
Purchased by RUML ELECTBIFICATION CORPORATION LTD
Description of Document Article 5 General Agreement
Property Description Not Applicable

Consideration Price (Rs.) 0

(Zero)
First Party RURAL ELECTRIFICATION CORPOMTION LTD
Second Party OTHERS
Stamp Duty Paid By RURAL ELECTRIFICATION CORPOBATION LTD
Stamp Duty Amount(Rs.) 300
(Three Hundred only)

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 BONDTRUSTDEED

BETWEEN

RIJRAL ELECTRIFICATION CORPORATION LIMITED

AI\D

SBICAP IRUSTEE COMPANY LIMITED

\r^,h'ltqq

(t'tvxini
Law fnm

KINI HOUSE, 6/39, JANGPT]RA. B

NEW DELHI _ I IO OI4
Tel.: +91ll 2437 1038139140
E-mail: delhi@mvkini.com

L- -jtE.*-.-@
 BONDTRUSTDDEI)

or "Bond Tt'lr;t Deef) is

(hereinafter refene d to as the "Deed'
THIS BOND TRUST DEED f
daY of March 2018' bY:
.rl * O"*, - *;52|

LIMITED' a Company
l. RIIRAL ELECTRIFICATION CORPORATION. 1956 (l of 1956) with
the Companies^Act'
registered under the oro'iti<l* "t and is a Government
corporate ld"ntitv N"';;
d;ir'+o'orpr-rsoscol005095 of the Companies Act'
4s-:l::ction 2
Company within the rn"I'rr' "t "ttection
ia ** - 4' scoPE compte:<' 7' Lodi Road' New
2013 having "i
o"*,i -- '"gitt#'"&""
110003:""J'"' 1n::''1Y-,^-,'lf"flr*,t'"*,"i'*til
lco-ptoy"f'REC'f'Corporation" which-expressron
its successors and
t"-i"g thereof' be deemed to include
r€pugnant to the *n**i"i of the
iignatories' to rePr'es€nt and act on behalf
assigrees) throug[ its nut]rorized of
of the oNE PART; in favour
company, to execute this Deed

a company incorporatod under the

2. sBIcAP TRU'TEE C'MPAI{Y LIlvtrTED, (Ctr{)
Acq 1956 with Corporate ldentity Number
Companies
office at 202' Maker Tower - 'E"
U65991MH2005PLCrSffi ft"'i'g
its registered
House' 6th
cuffe Parade, c"h;;;;; +ol oos and traving offrce 8t Apeejav
Wactrha noad' c]rurchmte'
Mumbai 400 020 and
floor, 3, West wi"& ;;;;; New Delhi -
Ashoka Estate' Barskhambha Roa4
branch oftice * zl r, itn Hoot' the Bondholders (as
nt Uona *t*" fot the benefit of
I10001, acting
' ""*""' "t
defined t'"'"*a"'i*-ii"'"in"t"t referref to 8s the 'Bond
shall unless excluded by or
Trustee"r"Trustec"r'iUciil"' which expression to include its successors and
thereof' be deemed
o' meaning"sign"toty
r€pugnant to tf'"
"o"totiJo'i'"a
iil who is dulv authorized to act in this
assignees) Oro'grt
regard of the OTffiR PART'

to as '?arties" and
are hereinafter collectively referred
The Company and the Bond Trustee
*Prrty"'
individually referred to as a

WIIEREAS

of financing power generation' transmission

(A) The Company is engaged in the business in the
all over the **ao -a development of the infrastructure
and distribution
power s€ctor'

(B) AsonDecember3l,20lTtheAuthorized'Issued'subscribedandPaid-upCapitalof
the ComPanY was as follows:

Authorised Share CaPital

: Rs.5000,00,00,000'00

Issued, Subscribed and Paid up Capital : Rs. I 974,9 I ,80,000.00

of
substantial contribution to the development
(C) The Company has been making of the
special emphasis on the electrification
infrastructure i' th" p"*;'';;;;;with
rural sector. ro *rtuio irir l'mrlrt ;;
; , part or its tund mobilizing programnon-to
;;;;s' the Company/proposes to issue unsecured'
augment long
'"* 'p"" ;;;;;"ir"' m,.ai in the nature of debentures of
convertible,
"",*"t';';' ""iur"
 :::.:.

option
to Rs' l'000 cror€s :rth Green-shoe
Rs. l0 takhs each (*Bonds-) amounting to Rs 4'000 crores' issued
to retain over subscription to nsli:ffiil;&satinS' Serviced Bonds
in dematerialized ro* on ptiu":tJpr"i"t"tif;s; ^'t:l-|'u' t*n
P;J;;;""'ent offer Letter dated ?1^11"1
SeriesJ ("Series") in terms "f present stage ls
Offer f'etter;1- The actual collection under the
('?tivrte Pbcement
Rs, 1837 crores-

of India for implementation of Deen

(D) The funds will be provided to Government of Government
Scheme or any other scheme
Dayal Upadhyaya Cram ;yoti Volna
oflndia.

(E) The ComPanY has Pursuant to:

Resolutions dated March 24'

2017 and
(i) the authority ganted by the Board
Meetings;
September 21' 2017 passed in Board
shareholders on September 2l' 2017;
(ii) the special resolution [ssed by the
a"t"d
'Februarv
8' 2018' and
(iii) Ministrv of Fi""""" 5#;:"li"ttt*a"it
March 16' 2018 and
(iv) sil"'If;?|i,t;"r office Memorandum & rrtter dated
Irtter Dated March 19' 201E

of debentures under this Series to the

is proposing to issue Bonds in the nature on the terms and
identified investors a"t'if"a in tt'" "second Schedule" hereto
"' Placement Offer ['etter'
conditions contained in the Private
Mernorandum
(F) The rcrms of the issue of under this
Series shall be in compliance with
andAlticlesofAssociationoftheCompany,theCompaniesAct,1956(totheextent
j O" notified)' Companies (Prospectus and
applicable), Companies Act, iOf tto "*nt and Debentueo
Allotment of Securities) nur"., zbu, Companies
(Share
.capital and Securities
Board of India Act 1992
Rules, 2014, Securities a'a ix"nang"
gank of lndia,Act' 1934 and applicable
Contracts (Regulation) Act, l;;' Relerve
rulesandregulations."a"tr*.*na".andotherapplicableprovisions'asamended
ftom time to time'
by
is that the inveslors shall be protected
(c) One of the terms for the issue of Bonds Trust Deed
and Trustee' Therefore' this Bond
execution of a trust O""a bet*""n REC of
ti
tft" Truste€ to secure the aforesaid obligations
is being created in favour
the Company in respect of Bond to
"*a
protect the interest and for the benefit
of investors'

(H) TheBondTrusteehas,attherequestoftheCompanyagreedtoactastrusteeunder Letter No'

Bondholders as per the Consent
these Presents for the benefit of the
oo26t;ofi-2ol8tcl--1865 dated Mav 3'2017 '

ageed that the Bonds (as defined hereunder)

(r) The Company and the Bond Truslee
toL constitute'd and issued under this Deed'
ti"lf a*.

*r'N ,i{q** D
NOW THIS DEDD WITI\IESSETH AIYD IT IS IIEREBY MUTUALLY AGREED A}ID
DECI,ARED AMONGST THE PARTIES IIERDTO AS I]]TIDER:

DEFINITIONS AIID INTE,RPRETATIONS

1.1. Definitions

In this Deed, unless there is anyhing in the subject or context inconsistent thercwitl,
the expressions listed below shall have the following meanings:

"AcUCompanics Act" shall mean the Companies Ac! 2013;

"Applkable Law" means all statutes, enactnent& acts of legislatur€ or parliament, laws,
byJaws, rules, regulations, notificationq circularq oders, ordinanc€s, codes, guidelineq
policieg noticcs, directions and judgnents or olher rcquircmens of any Govemment
Authority in any relwant jurisdiction, as applicable to the Party concemd

"Articles" shall mean articles ofassociation ofthe Company;

'Beneficiel Orvncr(s)" shall mean tle several persons who are for the time being the
beneficiaries of the Bonds as per the list ofthe Beneficial Owner(s) maintaine.d by the
Depositories namely National Securities Depository Ltd. (NSDL), and Central
Depository Services (India) Ltd. (CDSL) in dematerialised form and being fumished
to the Company as on the Record Date;

(J) "Bonds(s)" shall mean uns€cured, non-convertible redeemable, nontumulative

taxable bonds in the nature of debentures of l0 lakhs aggregating to Rs. 1,000 crores
with Green-shoe option to retain oversubscription upto Rs. 3,000 crores aggregating to
Rs. 4,000crores, each offered through private placement route under the terms of
Private Placement Offer Letter for Gol Fully Serviced Bonds Series-I. The actual
collection under the present stage is Rs, 1837 crores.;

"Bondholders"/"Holdcr of Bonds" shall mean the eligible investors, who have been
issued and allotted the Bonds in accordance with the terms and conditions of the
Private Placcment Offer Letter, and on transfer of the Bonds, shall include the Persons
whose names are entered/shall be entered in the Register of Bondholders of the
Company and shall include Benefrcial Owners;

'Busine*s Dey" shall mean a day on which the commercial banks are open for
business operations in Mumbai;

"Companies Act, 1955" means the Companies Act, 1956;

'Deemed D.te of Allotment" means the date on which the duly authorized
committee approves the Allolment of the Bonds;

'Depocitory(ics)" shall mean the National Securities Depository Limited (N.SDZ),

Cennal Depository Services (lndia) Ltd. (CDSL) or, as the case may be, such other
depository registered with the Securities and Exchange Board of India (SEBI), with
 "Events of Default" shall have the meaning specified in this Deed;

..FinancialCovensntsandConditions',shallmeanthecovdnantsandconditionson
the part of the Company to be observe'd and performed as set out
in First Schedule as
prcsents;
may be modified from time to time in accordance with these

..GovernmentAuthority.shallmeananyentityexercisingexecutive'legislative,
judicial, regulatory or administrative fimctions of, or pertaidng to' Govemment;

,,Interest" shall mean the interest payable on the Bonds as specified in First schedule;

..InterestPrymcntDate''shallbethedateasmentionedinthePrivatePlacement
Offer Letter;

,,Materisl Adverse Effecf' shall mean any change including but not limited to any
event or effect that is materially adverse to the business, assets
(including intangible
assets) as a whole, financial condition or results of operations of the Company'
inclujing revocation of any licenses or permits materially important to the current
as a whole;
business or business proposed to be undertaken by the Company, taken

"Mtturity DstC' shall havo the meaning set out in Fint Schedule;

"Memorandum" means the memorandum of association of the Company;

firm'
"Person(s)" shall mean a p€rsoq and includes any individual' corporation'
partrership, joint venture, association, organisation, trust, state or Govemmental
Authority or other legal entity (in each case, whether or not having separate legal
personality);

"R&T Agenf' means Karvy Computershare Private Limited;

..Record Date(s) for Interest,, means the Record Date for First Interest Paymerrt and
the Record Dat{s) for subsequent Interest Payments as described in Private
Placement Offer [,etter;

..RecordDateforFirstlnterestPaymentandRecordDate(s)forsubsequent
Interest Poymetrts" means the date falling 15 Business Days prior to the respective
Interest Payment Date/Redemption Date;

,.Redemption Date(s)" shall be the date as rnentioned in the Private Placement offer
Letter;

"Register" shall have the meaning assigned to it in this Deed;

"speciel Resolution" shall have the meaning assigred to it in Third Schedule;

1.2. Interpr€trtion

In this Deed:

(a) Words denoting singular shall include plural and vice-versa'

zt/:i.\.:,.) r. t1-.
 gender'
(b) Words denoting one gender only shall include the other

firm'
(c) Words denoting persons only shall include individual' corporation'
partnership, joint venture, association, organisation' trust' state
or
whether or not
Govemmental Authority or other legal entity (in each case'
having separate legal personality.

references in these presents to any provision of any satute

shall be
(d) All
thereof or
deemed also to refer to the statut€, modification or rc-enactment
any statutory rule, order or regulation made thereunder or under such
re-

enactnent.

(e) All references in these presents to scheduleq recitals, sections' sub-sections'

to the
paragraphs or sub-paragraphs strall be construed as reference respoctively
schedut, recials, sections, sub-sections, pangraphs and sub-pamgraphs ofthese
gesents;

have effect
(0 The provisions contained in the schedules hereunder written shall
in the manner as if they were specifically set forth herein'

(e) All capitalised terms not specifically defined herein shall have the meaning
ascribed to them in the Private Placement Offer Letter'

2. BONDIRUSTEE

Subject to t}re terms, conditions and covenants contained in this Deed' SBICAP
T-st"" Co.p"ry Limited agrees to act as Bond Trustee, for the purposes and in
accordance with the terms and provisions set forth herein for the
benefit of the
under
Bondholders (including their successors, transferees, novatees and assigrrees)
Private Placement Offer Letter on the remuneration as mentioned this
Deed' The
Bondholders shall without any further act or deed be deemed to have
irrevocably
given their consent and authorized Bond Trustee to do, inter-dlia' acts' deeds and
tt ing, no".ru.y in order to safeguard the interest of Bondholders in terms of
Private

Placement Offer [,etter.

COVENAI\IT TO PAY PRINCIPAL AND INTEREST

3.1. (D The Company covenants to the Bond Trustee that the Bonds issued/to be
issued under this Series are unsecured, non-convertible, non-cumulative'
redeemable, taxable Bonds in the nature of debentures of l0 Lakhs each
aggregating to Rs. 1,000 crore with Green-shoe option to retain
The
overcubscription uP to Rs' 3,000 crores aggregating to Rs' 4,000 crores'
tadable lot/market lot is I (one) Bond only' ln the even! if so called upon by
the Bond Trustee, the Company shall make pa)ments as aforesaid to or to the
orderoforfortheaccountoftheBondTrusteeatDelhiandsuchpayment
shallbedeemedtobenprotantosatisfactionoftheaforesaidcovenantofthe
Company to make such payments to the Bondholders'
 make payments to
(ii) The Company covenants with the Bond Trustee that it shall
theBondholders,ofthelnterestonthelntercstPaymentDat€andprincipal
amount of Bonds on Redemption Date(s) in accordance
with the terms as
Covenants
mentioned in the Private Placement Offer l'€tter and the Financial
and Conditions detailed in the First Schedule hereunder
written'

The Company covenants that in case of default in payment of

interest and/or
(iiD
p'a'
principal amount on the respective due dates, an additional interest of2%
will be payable for the defaulting period.

(iv) Taxes as applicable under the lncome Tax Act' 196l or any other statutory
modificationsthereofwillbedeductedatsource,asapplicable'Tax
Exemption Certificate/Document under the provision of Income Tax
Act'
1961, if any, must be lodged at the registered office of the Company
before

the relevant Record Date'

under or
3.2. The Trustees shall be entitled to enforce the obligations of the company
pursuant to the Financial Covenants and Conditions as if the same were set out
and

contained in these presents.

LISTING

4.1. The Company shall list the Bonds on the Wholesale Debt Market
(WDM) Segurent of
the BSE Limited ('BSE) and/or National Stock Exchange of India Limited
('NSE')'

4.2. The Company covenants that in case of delay in listing of the Bonds within the
prescribed period from the Deemed Date of Allotment' the Company shall pay penal
interest at the rate as mentioned in relevant regulations.

FORMOFTHE,BONDS

5.1. The Bonds issued/to be issued shall be in dematerialised form and in accordance
with
the provisions of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008
20 12, as
and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations,
amendedfromtimetotime(".SEBIDebtRegutations"),DepositoriesAct,1996'
CompaniesAct,lg56totheextentapplicable,notifiedprovisionsofCompaniesAct'
2013, Reserve Bank of India (hereinafter referred to as "RBI') vide circular no'
RBI/2014-15!475 DNBR (PD) CC No. 021/03.10.001/2014-15 dated February 20'
2015 on Raising Money through Private Placement of Non-convertible Debentures
(NCDs) by NBFCs as amended from time to time and the applicable rules'
regulations, circulars and notifications made thereunder and as per the terms and
stipulated in the Private Placement offer lrtter together with the benefits
"ondition.
of the Financial covenants and conditions as s€t out in First schedule. The
Bondholders will have the right to convert the dematerialised securities into physical
form as per applicable rules and regulations.

<,, The Financial covenants and conditions and the terms ofthe Private Placement offer
Letter shall be binding on the company, the Bond Trustee, the Bondholders and all
Persons claiming by, through or under any of them and the Bond Trustee shall
be

entitled to enforce the obligations of the Company under or pursuant to the Private

@
BOND TRUSIEE
 and Conditions as if the same
Placement Offer Letter and the Financial Covenants
were set out and contained in this Deed'

of a borrower or a
5.3. The Bond Truste, " ipso facro" does not have the obligations
paid/invested by investorV
principal debtor or a guarantor in respect of the monies
Bondholders in the Bonds.

Powers of Bond Trustee

and without
6.1. The powers conferred on the Bond Trustee hereunder are cumulative
be exercised as
pr"luaice to its general powers under the Applicable Law and may
Trustee may' in
oten as the gond Trustee may de€m frt and appropriate and the Bond
connection with the exercise of its powers,
joint or concur with any Person in any
acknowledges that
transaction, scheme or arrangement whatsoever and the Company
the respective powers of the Bond Trustee appointed hereunder shall
in no
circumstances whatsoever be suspended, waived or otherwise prejudiced by anlthing
other than an express waiver or variation in writing'

and settle'
6.2. The Bond Trustoe may institute, defend, enforce any suit or procee'ding
reckonings'
adjust, refer to arbitration, compromise and arrange all accounts, disputes'
questions, claims or demands whatsoever in relation Bonds'

7. EVENTS OF DEFATILT A}ID REMEDIES

7.1. Events of Default

*Evenl of
If one or more of the events specified herein (hereinafter called the
in
Defautt')happens. the Bond Trustee may, in tlreir discretion, or shall' upon request
writing of the Holders of the Bonds of an amount repr€senting not less than three-

fourttr 1ll+6; in value of the aggregate amount of the Bonds under this Series'
for the
time being outstanding, or by Special Resolution duly passed at a meeting of
the
in the
Bondholders of the Series convened in accordance with the provisions set out
the
Third Schedule hereunder written, by a notice in writing to the Company declare
principal amount of the Bonds and all intercst on Bonds to be due and payable on
Bonds forthwith shall become enforceable.

(a) Default is committed in payment of the principal amount of the Bonds on the
due dat{s), unless it is due to technical error beyond contol of the Company;

(b) Two consecutive defaults are committed in payment of any interest on the
Bonds which ought to have been paid in terms ofthe Bonds unless it is due to
technical error beyond control ofthe Company;

(c) Default is committed by the Company in the performance or observance of

any covenant, obligation, condition or provision contained in these presents
and/ortheFinancialcovenantsandConditions(otherthantheobligationto
pay principal and interest) and such default continues for 30 (thirty) Business
Days or is not rectified within 7 (seven) Business Days after wriften notice
has been given thereof by the Bond Trustee to the Company requiring the
same to be remedied;

@
BOND TNUSTEE
 (d) Any information given by the Company to the Bondholders/Beneficial
representations and
Owners or the Bond Trustee in any reports and the
warranties given or deemed to have been given by
it to the Bond Trustee is
misleading or incorrect in any material respect;

its inability to pay its

(e) The Company is unable to or has admifted, in writing'
debts as theY mature;

appointed ofall
(0 A receiver or a liquidator has been appointed or allowed to be
or an attachment'
or any substantial part of the underaking of the Company
sequestration, distress or execution (or analogous
process) is levied or
upon or issued against a substantial part of the assets of
the
"nfo.."d
Company;

(e) If any extra-ordinary circumstances have occun'ed, that makes it improbable

for the Company to firlfill its obligation under these presents and/or
the

Bonds;

without
(h) The Company ceases or threatens to cease to car4/ on its business
consent of debenhre holders or gives notice of its intention to
do so;

If, the Company is unable to pay its debts within the meaning of
Section 271
(i)
of the Companies Act, 2013 or relevant law and orders for winding up
has

been passed by the court; and

the Maturity
c) Ifsuch listing of the Bonds ceases at any point of time prior to
Date due to an act of the Company or failure by the Company to
take all

necessary action to ensure reJisting.

(k) When any breach of the terms of the information memorandum'/private

ptace.ent offer letter inviting the subscriptions of debentures or of the
covenants ofthis deed is committed;

1) Appointment of Nominee Director

Subject to the requisite governmental approvals, on happening of any ofthe

Events of
Default,inadditiontotherightsspecifiedabove,theBondholders/BondTrusteeshall
have the riSht to appoint a nominee on the Board of Directors of the Company
(hereinafter referred to as the "Nominee Director") in terms of the SEBI Debt
Regulations, in the event ot

(a) two consecutive defaults in payment of interest to the Bondholders;

(b) default in redemption of the Bonds; or

shall be
The Nominee Director so appointed shall not be liable to retire by rotation nor
required to hold any qualification shares.

@
BOND TRUSTEE
7.3. Remedies

in
Ifone or more of the evens specified in Clause 7'l happen(s), the Bond Trustee'
their disoretion, and shall, upon requost in writing of the Bondholders of an amount
representing not less than one-tenth (lil0th) in value of the nominal amount
of the
Bonds under this Series for the time being outstanding or by a Special Resolution
dulypassedatthemeetingoftheBondholdersconvenedinaccordancewiththe
provisions set out hereunder, and after a notice to the Company, may take necessary
action under the law available to them. The Company shall provide to the Bond
notice
Trustee the payment of monies so in arrears within three months next after the
has been given or if in the case of such power arising by reason of any provisions
as

herein stated the Company shall, within 7 (Seven) days of the receipt of a
notice'

remove, discharge or pay out any distress, execution or process or fully

perform the
covenants, conditions or provisions breached, if capable of being performed, or
make

good the breach thereoi or pay adequate comp€nsation for such breach to the
satisfaction of the Bond Trustee and any compensation so paid to the Bond Trustee.

7.4. Notice on the happening ofan Evena of Default

Ifany Event of Default or any event which, after the notice, or lapse of time, or both'
give
would constitute an Event of Default has happened, the Company shall, forthwith
notice thereof to the Bondholders/Bond Trustee in writing specifiing the natue of
such Event of Default, or of such event.

7.5. Right to Disclose/Publish the Names of the Company and its Directors as

Defaulters

On happening of any Event of Default as mentioned in Clause 7'1(a) or Clause 7'l(b)'

the Bondholders/Bond Trustees shall have an unqualified right to disclose the name of
the Company and its functional directors to RBUor any other statutory/ regulatory
authority in this behalf. The Bondholders/Bond Trustee and/or RBVor any other
statutory/regulatory authority shall have the right to publish the name ofthe Company
and its directors as defaulters in such manner and through such medium as they in
their absolute discretion may think fit.

7.6. Applicetion to the CourgAuthorityAlational Company Law Tribunal

Upon occurrence of an Event of Default thereby resulting in failure on part of the

Company to discharge is obligations in accodance with this Trust Deed and/or Private
Placement offer Irtter, the Bond Trustee may in is sole discretion or pursuant to the
representation made by the Bondholders, file petition before the National Company
Iaw
TribunaVother relevant Adhority/court to r€strict the Company on incrming any furdrer
liabilities in order to safeguard the interest ofthe Bondholders'

7.7. Erpense-s incurred in case of Collection

ExpensesincunedbytheBondholders/BondTrusteeforcollectionofamountpayable
underinterestorredemptionafteranEventofDefaulthasoccurredshallbepayable
by Company.

,Il -l---.,.
'--.. ,'r
'l!*r. E'
fu @
BO'{D TNUSIEE
8. POWER OF TIIE BOITD TRUSTEE IN RESPECT OF I]NCLAIMEI)
AMOTJNT

Upon occurrence of Event of Default, after provision for payment and satisfaction of
the Bonds is made by the deposit in a Bank as aforesaid, the Trustees authorized shall
cause the Company to deposit the unclaimed amount in a separate bank account for a
period not exceeding seven (7) years pursuant to which t}e Company shall transfer
such unclaimed amount to Investor Education and Protection Fund (IEPF) of the
Ministry of Corporate Affairs.

9. DECLARATION OF TRUST BY TRUSTEE

The Trustee hereby declares and confirms that it has simultaneously with the
execution of this Trust Deed, settled and kept aPart a sum of - 1,000/- being initial
corpus (herein after referred as Initial Contribution) of Trust created in terms of this
Deed to have and hold together with all additions or accretions thereto including the
investment repr€sented the same subject to terms of this Deed'

Trustee declares that in relation to Bondholder, it shall, as the case may be hold:

I. Initial Contribution;
I All of is rights under or pursuant to this Deed and all sums received by it
under this Deed (save for money on its accounts);

All monies received by the exercise of rights and remedies under the
provisions of the Transaction Documents.

Upon trust and for the bonefit of the Bondholders subject to powers and provisions
contained and conceming the same for due payment and discharge of amount
outstanding.

r0. APPLICATION OF MONIES I'ROM BUSIIIESS

The Bond Trustee shall out of the monies received by the Bond Trustee/Receiver Pay
and discharge the costs, charges and exp€nses incurred in such management or in the
performance or exercise or the atlempted performance or exercise of the powers and
duties under these presents and all other outgoings which the Bond Trustee shall think
fit to pay and shall pay and apply the residue ofthe said receipts, and monies in the
manner hereinbefore.

11. WEEN BOhtD TRUSTEE MAY INTERFERE

Except as provided herein, the Bond Trustee shall not be in any manner required,
bound or concemed to interfere with the management of the affairs of the Company or
its business.

@
BONO TRUSTEE

J
,,o
 REPRESENTATIONS, WARRANTIES, COVENA}ITS AI\D
T]NDf,RTAKINGS OF TIIE COMPANY

12.1. The representations, warrants and covenants made by the Company to the Bond
Trustee hereunder are made as of the date hereof and as of each date till the Maturity
Date, and are valid till the Maturity Date'

12.2. fie Company affirms represents and covenants as follows: -

i) The Company has complied with and shall comply with the provisions of the
Reserve Bank of India Act, 1934, Companies Act, 2013, Securities and
Exchange Board of India Act, 1992, SEBI Debt Regulations, Companies Act,
1956 to the extent applicable, the Companies (Share Capital and Debentures)
Rules, 2014, the Companies (Prospectus and Allotment of Securities) Rules,
2014, SEBI (Listing Obligation and Disclosure Requirements), Regulations,
2015 as amended from time to time, SEBI Clrcular No' CIR'iIMD/DF-
Itl22l21l6 dated November ll,2016, RBI's circular no'
RBV2014-15/475
DNBR (PD) CC No. 021/03'10.001/2014-15 dated February 20,2015 on
Raising Money through Private Placement of Non-Convertible Debentures
(NCDs) by NBFCs as amended from time to time, and applicable rules,
regulations, circular, notifications and laws made thereunder, and other
applicable rules, regulations, circulars, notifications and laws and agrees to
fumish information on a regular basis to Bond Trustee in terms of the
aforesaid regulations, the SEBI (Listing Obligation and Disclosure
Requirements), Regulations, 2015, for Debt Securities and other applicable
circulars and laws;

ii) None of the Directors of the company is a person who is disqualified to hold
office of director under Section 164 of the Companies Ac! 2013'

12.3. The Company hereby represents and warrants to the Bond Trustee that:

(a) CorPorate Status

The CompanY:

(i) is duly incorporated in India and validly existing company under the
Companies Ac! I 956/Companies Acg 20 I 3 ;

(iD is a public limited company listed on the BSE and NSE; and

(iiD has power and authority to own its properties and assets and to
transact the business in which it is engaged or proposes to be engaged
and to do all things necessary or appropriate to consummate the
transactions contemplated by this Deed.

(b) Corporate Power and AuthoritY

The Company has the corporate power to execute and deliver and to
comply
with the provisions of this Deed and that it has taken all necessary corPorate

BOND TNUSIEE
 and other action(s) to authorise the execution, delivery and performance by it
of such other documents as have been executed and delivered as of each date
this representation and wan-anty is made or deemed made in connection with
the issue ofthe Bonds.

(c) No Violation

Neither the execution and delivery by the Company ofthis Deed nor the other
documents as have been executed and delivered in connection with the issue
of the Bonds as of each date this representation and warranty is made or
deemed to be made, nor the Company's compliance with or performance of
the terms and provisions hereof or thereof (a) will contravene, in any material
respecq any provision of any Applicable [,aw, or any order, writ, injunction or
decree of any court or Government Authority; (b) will conflict or be
inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions o! in any material resPect of, or constitute a default
under, any confract or instrument to whioh the Company is a party; and (c)
will violate any provisions of the Memorendum and Articles.

(d) Govemmental Approvals

Otherwise specifically mentione.d under this document, no sepaf,ate

Government approval, clearance, permission or consent is required to
authorise, or is required in connection with: (i) the execution, delivery and
performance by the Company of this Deed or any of the documents executed
in connection with the issue ofthe Bonds; or (ii) the legality' validity, binding
effect or enforceability, hereof or thereof, in each case, a lack of which would
have a Material Adverse Effect.

(e) Litigation

To the best of the Company's knowledge, there are no actions, suits or

proceedings pending or threatened against the Company, including widt
respect to governmental, statutory or other approvals, which could reasonably
be expeccd to have a Material Adverse Effect.

(0 Tax Retums and Payments

The Company has filed all tax retums required by Applicable Law to be filed
by it and has paid all taxes payable by it which have become due pursuant to
such tax retums, save and except those not yet delinquent and/or contested in
good faith and for which adequate reserves have been established/ provision
made, to the extent required by the Applicable Laws.

(e) Compliance with Statutes

The Company to the best of its knowledge is in compliance in all material

respects with the Applicable laws in respect of the conduct of its business
and the ownership of its Property. The parties to this Deed will ensure that this
Deed and other documents in relation to the issue of the Bonds executed is
and those to be executed will, when exeouted, be in proper legal form under
the respective governing laws for the enforcement thereof and all consents

\r"rh" @
BONO IRUSTEE
 and permissions required have been or will be obtained in accordance with the
Applicable Laws.

(h) Material Adverse Effect

To the best of the Company's knowledge, there are no facts or circumstances,

conditions or occurrences which could collectively or otherwise reasonably be
exp€cted to result in a Material Adverse Effect or which could lead to a
breach ofany of the provisions ofthis Deed.

(i) Assurance

The Company shall execute all such deeds, documents and assurances and do
all such acts and things as the Bond Trustee may reasonably require for
exercising the rights under these presents and the Bonds.

c) Solvency

(D The Company is able to, and has not admitted its inability to' pay its
debts as they mature and has not suspended making payment on any
of its debts and it will not be deemed by a court to be unable to pay its
debts within thi meaning of the Applicable Laws, nor in any such
case, will it become so in consequence of entering into tlris Deed.

(iD The Company, by reason of financial difficulties, has not commcnced

negotiations with one or more of its creditors with a view to
reschedul ing its indebtedness.

(iii) The value of the assets of the Company is more than its respective
tiabilities and it has sufficient capital to carry on its business.

(iv) The Company has not taken any corporate action nor has taken any
legal proceedings or other procedure or steps in relation to any
bankruptcy proceedings.

12.4. The Company hereby covenants with the Bond Trustee that the Company shall
(except as may otherwise be previousty agreed in writing by the Bond Trustee):

(a) Promptly inform the Bond Trustee of the happening of any labour strikes,
lockouts, shutdowns, fires or any event likely to have a material adverce
effect on the Company's profits or business and the reasons therefore;

(b) Promptty inform the Bond Trustee of any loss or damago, which the Company
may suffer due to force majeure circumstances or act of God against which
the Company may not have insured its properties;

(c) Promptly inform the Bond Trustee of any change in the composition of its
Board of Directors;
 (d) Not declare or pay any dividend to its shareholders during any financial year
unless it has paid the installment of principal and interest then due and
payable on the Bonds, or has made provision satisfactory to the Bond Trustee
for making such payment.

(e) Execute andor do, at their own expense, all such deeds, assurances, documents,
instruments, acts, matters and things, in such form and otherwise as dre Bond
Trust€e may reasonably or by law require or consider necessary in relation to
enforcing or cxercising any ofthe rights and authorities ofthe Bond Trustee, pay
the samp duty on this Deed on or at the time of execution of this Deed and all
reasonable costs of the Bond Tnrstee (including legal costs) and other charges, if
any, incuned in connection with the stamping and if, any penalty or legal costs or
any other charges are paid by the Bond Holder.

(D The Company shall comply with directions of any regulaory authority in

relation to debenture issue and perform and observe in all material respects
including in a timely manner, all its covenants as contained in this Deed.

12.5. The Company hereby undertakes and agrees with the Bond Trustee:

(i) The Company shall, as soon as possible but not later than (unless otherwise
specified) l5 (fifteen) Business Days from the occurrence of ary of the events
set out below:

(a) on occurrence ofa rating downgrade event, noti! the Bond Trustee;

(b) shatl fumish, upon the request of the Bond Trustee such
documentation and other evidence as is reasonably requested by the
Bond Trustee (including on behalf of any Bondholders) for such
Bondholders to conduct any "know your customer" or other similar
procedures under Applicable Laws;

(cl Company shall inform the Bond Trustee in respect of any change in
nature ofbusiness by Company before such change;

(d) Company shall inform the Bond Tnrstee ofany major change in Board of
Directors, which may amount to change in confol as per SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations 20 1 I ;

(e) Company shall keep proper books of accounts open for inspection by
Trustee and

(0 fumish information required by the trustee for the effective discharge

of its duties and obligations, including copies of reports, balance
sheets , profit and loss account etc.;

(iD The Securities and Exchange Board of India (Debenture Trustee) Regulations,
1993 as in force from time to time, in so far as they are applicable to the
Bonds and fumish to the Bond Trustee such data' information, statements and
reports as may be deemed necessary by the Bond Trustee in order to enable
 them to comply with the provisions the said regulations thereof in
performance of their duties in accordance therewith to the extent applicable to
the bonds; and

(iii) The Company shall promptly and expeditiousty attend to and redress the
grievances, if any, of the Bond Holders. The Company further undertakes that
it shall promptly cornply with the reasonable suggestions and directions that
may be given in this regard, from time to time, by the Bond Trustee and shall
inform the Bond Trustee periodically of such compliance.

(iv) The Company must not enter into any amalgamation, demerger, merger,
acquisition or reconstruction which in any manner violates overrides or
circumscribe the provisions of securities laws or exchange requirements or
any other applicable laws.

(v) The Company shall, on demand, forward to Bond Trustee a quarterly report
inter alia containing the following particulars (i) names and addresses of the
Bondholders; (ii) details of interest due but unpaid and reasons thereof; and
(iii) number and nature of grievances received (a) resolved by the Company;
and (b) unresolved by the Company and the reasons for the same and any
other information as requircd under the regulations'

(vi) The Company shall firrnish to stock exchang{s) half yearly communication
as roquired under SEBI (Listing Obligation and Disclosure Requirements)'
Regulation, 2015, as amended.

APPOINTMENT, REPRESENTATIONS, WARRANTIES' COVENAI\TTS A]\ID

UI{DERTAKINGS OF TEE BOND TRUSTEE

13,1. Appointment of Trustee

The Company has appointed the Trustee as the Bond Trustee to the Issue and the
Trustee has agreed to act as Bond Trustee for the benefit of Bondholder and
their
successors, transferees and assignees, the Trustee agrees and is authorized:

(a) To execute and deliver the Trust Deed and all other documents, agreements,
instruments and certificates contemPlated by this Trust Deed which to
be

executed and delivered by the Bond Trustee or as the Bond Trustee shall
deem advisable and in the best interest of the Bondholders;

(b) To take whatever action is required to be taken by the Trustee by the terms
and provision of this Trust Deed and subject to the terms and provisions
of
this Trust Deed and applicable law, to exercise its rights and perform its
and
duties and obligations under each of documents, agreements, instruments
certificates referred to in sub-clause (a) above, in such documents'

agreements, instruments and certificates; and

Subject !o the terms and conditions of this Trust Deed, to take

such other
(c)
from time to
action in connection with the foregoing as the Bondholders may
time, dircct.
t\
t,\
)
r3.2. (a) The Bond Trustee is registered with SEBI under a valid and subsisting
registration no. IND000000536 to act as a debenture,/bond truste€ and the has
got permanent Registration. The Bond Trustee shall ensure that the certificate
of registration remains in force. The Bond Trustee shall immediately inform
the Issuer if its regishation is cancelled or withheld, for any reason
whatsoever;

(b) The Bond Trustee has complied with and shall comply with all Applicable
Laws, regulations and guidelines, including but not limited to SEBI
(Debenture Trustees) Regulations, 1993, as amended and the SEBI Debt
Regulations;

(c) The Bond Trustee shall make all efforts and carry out such acts as are
necessary for the protection of the holde(s) of Bond(s) and to do all things
necessary in order to resolve tlre grievances ofthe holders ofBond(s);

(d) The Bond Trustee shall exercise due diligence at all times, ensurre Prop€r car€
and exercise independent professional judgrnent;

(e) The Bond Trustee shall take appropriate measures for protecting tle interest
of the Holde(s) of Bond(s) as soon as any breach of this Deed or law comes
to its notice; and

(f) The Bond Trustee shall be responsible for the acts or omissions of its
employees and agents in respect to the conduct of its business.

13.3. Bond Trustee firrther rePresents that it -

(al is not an associate of the body corporate;

(b) does not hold beneficially holds shares in the company;

(c) is not a promoter, director or key managerial personnel or aay other officer or
an employee of t}e company or its holding, subsidiary or associate company;

(d) is not beneficially entitled to moneys which are to be paid by the company
otherwise than as remuneration payable to the debenture tntstee;

(e) is indebted to the company, or its subsidiary or its holding or associate

not
company or a subsidiary.of such holding company;

(0 has not furnished any guarantee in respect of the principal debts secured by
the debentures or interest thereon;
(c) has no any pecuniary relationship with the cornpany amounting to 2Yo or
more of its gross turnover or total income or 50 lakh or such higher amount as
may be prescribed, whichever is lower, during the two irnmediately preceding
financial yea$ or during the current finanoial year;
8>
 th) is not relative of any promoter or any person who is in the employment ofthe
company as a director or key managerial personnel;

(il is not likely to have conflict of interest in any other manner:

13 .4 . Duties of Bond Trustee

It shall be the duty ofBond Trustee to-

(a) satisff himself that the letter of offer does not contain any matter which
inconsistent with the terms of thc issue of debentures or with the trust deed;

(b) satis! himself that the covenants in the Eust deed are not prejudicial to the
interest of the debenture holders;

(c) call for periodical status/ performance reports from the issuer company within
7 days of the relevant board meeting or within 45 days of the respective
quarter whichever is earlier;

(d) communicate promptly to the debenture holders defaults, if any, with regard
to payment of interest or redemption of debentures and action taken by the
trustee therefore;

(e) ensure that the company does not commit any breach of the terms of issue of
debentures or covenants of the trust deed and take such reasonable steps as
may be necessary to remedy any such breach;

(0 inform the debenture holders immediately of ury breach of the terms of issue
of debentures or covenants of the trust deed;

(e) call for reports on the utilization of funds raised by the issue ofdebentures;

(h) ensure the implementation of the conditions regarding creation of security for
the debentures, ifany, and debenture redemption reserve;

(D ensure that the assets ofthe company issuing debentures and of the guarantors,
ifany, are sufficient to discharge the interest and principal amount at all times
and that such assets are free from any other encumbrances except those which
are specifically agreed to by the debenore holders;

c) do such acts as are necessary in the event of any default;

(k) take steps to convene a meeting of the holders of debentures as and when such
meeting is required to be held;
0) perform such acts as are necessary for the protection of the interest of the
debenture holders and do all other acts as are necessary in order to resolve the
grievances of the debenture holders;

(m) ensure that the bonds have been redeemed in accordance with the terms
of the
issue ofBonds;
(n) perform such acts as are necessary for the protection of the interest of the
debenture holders and do all other acts as are necessary in order to resolve the
grievances of the debenture holders;

(o) to take appropriate measures for protecting the interest of the debenture
holders as soon as any breach ofthe trust deed or law comes to his notice;

(p) ascertain and satis! itselftha!-

(D in case where the allotnent letter has been issued and debenture
certificate is to be issued after regisfation of charge, the debenture
certificates have been disparched by the body corporate to the debenture
holders within 30 days of the registration of the charge with the Registar
ofCompanies;

(ii) debenture certificates have been disparched to the debenture holders or

debentures have been qedited in the demat accounts of the debenture
holders in accordance with the pmvisions ofthe Securities and Exchange
Board of India @ebenture Trustee) Regulations 1993, Securities and
Exchange Board of India (Issue and Listing of Debt Securities)
Regulations 200t, S€curities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 and any
ofter regulations issued by the Board;

(iiD interest warrants for inGrest due on the debentures have been
dispatched to the debenture holders on or before the due dates;

(iv) debenture holders have been paid the monies due to them on the date
of rcdemption ofthe debentures;

(q) inform the Board immediately ofany breach of trust deed or provision of any
law, which comes to the knowledge of the trustee'

Explanation: The communication to the debenture holders by the debenture

trustee as mentioned in these regulations may be made by electronic media
press-release and placing notice on its website;

(r) exercise due diligence to ensure compliance by the body corporate, with the
provisions of the Companies Ac! Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirement), Regulations, 2015' the
listing agreement of the stock exchange or the trust deed or any other
regulations issued by the Board pertaining to debt issue;
14 REALISATION OF MOI\IIES

14.1. Trust ofProceeds

The Bond Trustee shall hold upon TRUST the monies received by them or any Part
thereof in their capacity as Bond Trustee for the benefit of the Bondholders and they
shall utilise the monies received in the following order of priority:

(D Firstly, to reimburse themselves and retain, pay or discharge all the costs,
charges and expenses incurred in calling in, collection, or the exercise of the
powers and trusts under these Presents, including their remuneration as herein
provided;

(iD Secondly, in or towards pari Wsu Papent to the Bondholders of the interest
and redemption amount and all amounts due and remaining unpaid (which shall
be deemed to accrue from day to day) on the Bonds held by them.

14.2. Liability to Bondholders for deficiency

The Company shall remain liable to the Bondholders for any deficiency in the
repayment ofall amounts due to it under this Deed and/or the Bonds.

15. BOI{D TRUSTEE NOT TO RECOGMSE AI\TY INTEREST IN TITN

DEBENTI'RE/ BONDS

The Bond Trustee shall not be affected by any notice, express or implied, of the rights,
title or claim of any Person to the said monies other than the Bondholders.

16. BONDS FREE TROM EQUTIES

The Bondholders be entitled to their Bonds free from equities or cross claims by
will
the Company against the original or any intermediate holders thereof.

17. REGISTER OF BONDHOLDERS

The register of the Bondholders in respect of Bonds (the '?egrslel') will be

maintained by the Depository in accordance with the provisions of the Companies
Acl 2013, Depositories Acr, 1996 and the regulations made thereunder and the
regulations made by SEBI and other statutory authorities made from time to time' The
R&T Agent shall, in relation to the Bonds, obtain a list of beneficial holders from the
Depository as at the Record Date for Interest, on such date or within one Business
Day of such date. The Company in accordance with the provisions of Section 88 of
the Companies Act, 2013 will maintain a physical register, the Bond Trustee and/or
the Bond Holders or any of them or any other Person shall, as provided in Section 94
of the Companies Acq 2013 be entitled to inspect the said register/record and to take
copies ofor extacts from the same or any part thereof during usual business hours'

18. DEBENTT]RE/BOIID REDEMPTION RESERVE

As per the Companies (Share Capital and Debentures) Rules, 2014, Debenture
Redemption Reserve is not required to be created in the case of privately placed
debentures issued by NBFC's registered with the RBI under section 45-IA ofthe RBI
(Amendment) Act, 1997.

M+wtra.,., ,v @
\A gOND TRUSTEE
19. APPLICATION TO COI]RT

The Bond Trusae may, apply to the Court for an order that the powers and tusts hermf
for any o0rer order in relation to the execution and administ-ation of the powers and tusts
hereof as the Bond Tnrstee shall deem ex@ient and they may assent to or approve of any
application to the Court made at the instance of any of the Bondholders and shall be
indemnified by the Company against all costs, charyes and expenses incuned for or in
relation to any such application or proceeding'

20. ADDITIONAL POWERS OF BOND TRUSTEE

The Bond Trustee shall exercise all rights, powers and duties in accordance with and
available to the Bond Trustee under the:

(i) Indian law; and/or

(iD Principles of equity.

In addition to the other powers conferred on the Bond Trustee and provisions for their
protection and not by way of limitation or derogation of anything in these presents
contained or of any statute limiting the liability of the Bond Trustee, it is expressly
declared as follows:

(a) The Bond Trustee may, in relation to these presents, act on the opinion or
advice of or any information obtained from any solicitor, counsel, advocate,
or other expert whether otrtained by the Company or by the Bond Trustee or
otherwise;

(b) The Bond Trustee shall be at liberty to accept a certificate signed by any one
of the directors of the Company or other authorized signatories of the
Company as identified in the relevant board resolution as to any act or matter
prima facie within the knowledge of the Company as suffrcient evidence
thereof and a certificate to the effect that any particular dealing or transaction
or step is in the opinion of the director so certifling expedient as sufficient
evidence that it is expedient;

(c) The Bond Trustee shall be at liberty to keep these presents at is registered
offrce or elsewhere or if the Bond Trustee so decide with any banker or
company whose business includes undertaking the safe custody of documents
or with any advocates or firm of solicitors and the Bond Trustee may pay all
sums required to be paid on account ofor in respect of any such deposit;

(d) Save as herein otherwise expressly provided the Bond Trustee shall, as
regards all trusts, powers, authorities and discretions hereby vested in them'
have absolute and uncontrolled discretion as to tle exercise thereof and to the
mode and time of exercise thereof;

the
(e) With a view to facilitate any dealing under any provision of these presents
Bond Trustee shall have full power to consent (where such consent
is

required) to a specified transaction or class of transactions conditionally;

f'fr:12)
@
TRUSTEE
t
 (O The Bond Trustee shall have full power to determine all questions and doubts
arising in relation to any ofthe provisions hermf and every such determination,
bonafide made, whether or not the same shall relate wholly or partially to fte acts
or proceedings of the Bond Trustee, shall be conclusive and binding upon all
Persons interested hereunder, in re+oct of any doubt or arnbiguity arising in
relation to any ofthe provisions ofthese Pr€sents or if the Bond Trustee is unsu€
as to the manner in which it should exercise its powerg autboritieg discretiolts,
rights or remedies under these presents, the Bond Trust€e may obtain the
insructions or dfuections of Bondholders representing at least 5trlo (fifty percen0
of the aggregate outstanding Bonds under this Series , and it shall not be liable to
the Bondholders or any other party for so acting in accordancp with such
instuctions or directions;

21. BREACH OF COVENAIYT BY TIIE COMPAIYY MAY BE WATVEI)

The Bond Trustee may waive any breach by the Company ofany ofthe covenants and
provisions in this document. The Bond Trustee may waive on such terms and
conditions as it deem expedient any breach by the Company of any of the covenants
and provisions in these presents contained, without Prejudioe to the rights ofthe Bond
Trustee in rcspect of any subsequent breach thcreof.

22. POWER OF BOND TRUSTEE TO DELEGATE/APPOINT AGENTS

22.1. The Bond Trustee may, in the execution and exercise of all or any of the trusts,
powers, authorities and discretions vested in them by these presents act through an
officer, agen! or officers for the time being of the Bond Trustee and the Bond Trustee
may also, whenever they think it expedient delegate by power of attorney or otherwise
to any such offrcer all or any of the Trusts, powors, authorities and discretions vested
in them by these presents and any such delegation may be made upon such terms and
conditions and subject to such regulations (including power to sub-delegate) as the
Bond Trustee maY think fit.

22.2. The Bond Trustee shall appoin! or ensure that the Company appoints, the R&T Agent
and shall specifl in the relevant documentation that the R&T Agent shall be

responsible for performance ofthe following functions:

(a) To obtain a list of Beneficial Owners from the Depository(ies) as at the

Record Date for Interest, on such date or within I (one) Business Day of such
date;

(b) To examine the details specified in the form submitted by each Bondholders
and in the event of elroneous or incorrect forms, to determine in its sole
discretion, the number of fully paid Bonds to be allocated to the Bondholders;

23. BOND TRUSTEE'S REMTJNERATION

pay to
23.1. The Company shall in each and every year during the continuance of this Deed
theBondTrusteesolongastheyholdtheofficeoftheBondTrusteeofthesepresents'

@
IRUSIEE
 remuneration hereinafter mentioned for their services as Bond Trustee in addition to
all tegal, traveling and other costs, charges and expenses which the Bond Trustee or
their offrcerc, employees or agents may incur in relation to execution of the Deed
hereof. The remuneration shall continue to be payable until the Bond Trustee hereof
shall be finally discharged and whether or not a Receiver shall have boen appointed or
the Trust hereof shall be in course of adminishation by or under the direction of the
Court. As mentioned in consent letter No. dated 3rd May,20l7 .

\rrnurrl Sclr ice ('lta t ge

Rs. 14,000/- p.a. per tranche plus applicable ax payabte

yearly in advance on ld April each year fiom the date of
allotnent of Bonds. The Trusteeship remuneration is
payable till the time rcdemption of entire Bonds and its
satisfaction ofcharges in full.

23.2. The Company shall pay to the Bond Trustee all legal, traveling and other costs,
charges and expenses incurred by them, their officers, employees, agen6 in
connection with execution ofthese presents with prior permission ofthe Company'

APPOINTMENT OF BOI\D TRUSTEE AS ATTOR}IEYS OF THE COMPAIIY

The Company hereby irrevocably appoints the Trustees to be the Attomeys of the
Company in the name and on behalf of the Company to execute, sigr and do any
deeds, documents, assurances, acts and things which shall in the opinion of the
Trustee be necessary or expedient that the Company should execute, sign and do for
the purpose of carrying out any of the trusts of obligations declared or imposed upon
the Company by these presents or of giving to the Bondholder(slBeneficial Owne(s)
or to the Trustees on their behalf the full benefit of any of the provisions of tlese
presents and generally to use the name of the company in the exercise ofall or any of
the powers hereby confened upon the Trustees.

25. MODIT'ICATIONS TO TIIESE PRESENTS

TheBondTrusteeshallconcurwiththeCompanyinmakinganymodificationsin
these presents which is essential and in the opinion ofthe Bond Trustee would not be
materially prejudicial to the interests of the Bondholders, and to any modifrcation of
the terms of the Bonds or any of the other Transaction Documents which 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 or the Deed shall require approval by the
majority Bondholders as set out in the Third Schedule. Upon obtaining such approval,
theBondTrusteeandtheCompanyshallgiveeffecttothesamebyexecuting
necessary deed(s) supplemental to these presents (as necessary)'

26. RETIREMENT & REMOVAL OF BOI\ID TRUSTE,E

26,l.TheBondTrusteehereofmayretireatanytirrreprovidedthattheyshallhavegiven
atleastl(one)month,spriornoticeinwritingtotheCompanyinthatbehalf.Provided
that,anyresignationbytheBondTrusteeshallbecomeeffectiveonlyafterasuccessor
Bond Trustee
Bond Trustee has been appointed in accordance with this Deed and the

4 l)-7. -l:%\
it \S.
 shall not relinquish his duties unless another trustee has been appointed. The
Company will ensure that it takes the necessary steps to appoint a new trustee in place
of the retiring Bond Trustee within reasonable period of time'

26.2. The Bond Tnstoe hereof may be removed by the Bondholders by a Spooial Resolution
duly passed at the meeting of the Bondholders convened in accordance with the
provisions set out in the Third Schedule and dre Company shall appoint such person or
persons as may be nominated by the Bondholders as the new Bond Truste'e hereof;

26.3. For the purposes aforesaid, forthwith upon receipt ofthe notice of retirement from the
Bond Trustee for the time being hereof or on the occurrence of the vacancy in the
office of the Bond Trustee hereof, the Company shall infonn the same to the
Bondholders. The Company may, in consultation with the Bondholders appoint a
body corporate of I ststutory corporation which is a financial institution in the public
sector which is registered under the Securities and Exchange Board of India
(Debenture Trustee) Regulations, 1993 as a Bond Trustee hereof. Board may fill
casual vacancy in the office of trustee while any such vacancy continues, however
where such vacancy is caused by resignation of the trustee, such vacancy shall be
filled only by consent of majority ofBondholders.

27. NOTICES

27 .1. Any notices, request and other communications to be given or made under this Deed
shall be in writing; and except as provided otherwise in this Deed, such notice, request
or other communication shall be deemed to have been duly sewed or made when it
shall be delivered by registered pos! courier, hand" ernail or facsimile (with receipt of
a facsimile confirmation slip being sufticient evidence of such transmission by the
sender) to the Pany to which it is requied or permitted to be served or made at such
Party's address as sPecified below.

Provided however that any notice or communication to the Bond Trustee shall be
effective only on actual receipt by the officer of any such Person for whos€ attention
the notice or communication has been expressly marked'

provided further that an original of each notic.e and communication sent by telex or
facsimile shall be dispatched by percon, or courier and' if such person or courier
service is not available, by registered fust class mail with postage prepaid, provided
that the effective date of any such notice shall be determined in aocordance with this
section, without regard to the dispatch of such original.

The ad&ess for servicc ofthe Company shall be:

Rurrl Electrificrtion Corporetion Linited (REC)

Address Core - 4, SCOPE ComPle:q 7, Lodi Road,

New Delhi - 110003
Attention Mr. Vijay Kumar, Addl' General Manager (Finance)

Tel. No. +91 1143091620

Fax +91 1124369849
Email vij_k1 960@yahoo.co'in

,"t fiq6;'-':':''(v
 The address for service ofthe Bond Trustee shall be:

SBICAP Trustee Compony Limited

Address Apeejay House, 6t floor, 3, West Wing; Dinshaw Wachha

Road, Churchgate, Mumbai 400 020
Attention Company Secretary
Tel. No. 022-43025555
Fax 022-22020265
Email corporate@sbicaptrustee.com

27.2. Any Party may in writing to other Party change is designated address. Such change
shall take effect when all Parties have been informed of it'

WAIVER

28.1. No Implied Waiver or Impaiment

No delay or omission of the Bond Trustee in exercising any right, power or remedy
accruing of the Bond Trustee upon any default hereunder shall impair any such right,
power or remedy or be construed to be a waiver thereof or any acquiescence in such
default, nor shall the action or inaction of the Bond Trustee in respect of any default
or any acquiescence by it in any default affect or impair any right power or remedy of
the Bond Trustee in respect of any other defaults nor shall any single or partial
exercise of any such right, power or remedy preclude any further exercise thereof or
the exercise of any other righ! power or remedy. The rights and remedies of the Bond
Trustee herein provided are cumulative and not exclusive of any rights or remedies
provided by law or equity.

28.2. Erpress lYaiver

A waiver or consent granted by the Bond Trustee under this Deed will be effective
only if given in writing and then only in the instance and for the purpose for which it
is given.

IVIISCELLAIYEOUS

29.1. Limitation on Rights of Others

Nothing in this Deed, whether express or implied, shall be construed to give to any
Person other than the Bond Trustee and the Bondholders any legal or equitable right,
remedy or claim under or in respect of this Deed, except as expressly provided in this
Deed, any covenants, conditions or provisions contained herein all of which are, and
shall be construed to be, for the sole and exclusive benefit of the Bond Trustee and
the Bondholder.

29.2. Other Remedies

The rights and remedies conferred upon the Bond Trustee under this Deed:
 (a) shall not prejudice any other rights or remedies to which the Bond Trustee
may, independently of this Deed, whether by statute or otherwise, be entitled
and in particular, the Bond Trustee and/or the Bondholders shall retain all
rights and remedies available to it under Private Placement Offer letter and
this Deed; and

(b) shall not be prejudiced by any other rights or remedies to which the Bond
Trustee may, independently ofthis Deed, be entitled to.

30. SEVERABILITY

Every provision contained in this Deed shall be severable and distinct from every
other such provision and if at any time any one or more of such provisions is or
becomes invalid illegal or unenforceable in any r€sPect under any law, the validity,
legality and enforceability of the remaining provisions hereof shall not be in any way
affectod or impaired thereby.

31. EFFECTIVE DATD,

The provisions ofthis Deed shall become effective on the Deemed Date of Allotment
ofPrivate Placement Offer Letter.

32. GOVER}IINGLAW

This Deed shall be govemed by and construed in accordance with laws oflndia'

33. JTJRISDICTION

The company agrees that the courts and tribunals in New Delhi shall have exclusive
jurisdiction to settle any disputes which may arise out of or in connection with this
Deed.

INCONSISTENCY

In the event of any inconsistency between the provisions of this Deed and Private
Placement offer Letter, the Private Plac€ment offer Letter shall prevail and the
Parties shall take all necessary steps to remove the inconsistency.

ffv\ @
BOI{D TRUSTEE
 THE tr'IRST SCET.DT'LE
FINAI{CIAL COVENANTS AND CONDITIONS

1. INTEREST RATE AI\D MAI\NER OF PAYMENT

The Bonds shall carry interest at the interest rate stipularcd in the Private Placement
Offer t etter for GoI Fully Serviced Bonds Series-I from the Deemed Date of
Allotrnent. The interest will be paid annually from the Deemed Date of Alloanent till
redemption of the bonds. The interest payable shall be computed on actuayactual day
count basis.

The interest payment on the Bonds shall be made to the Bondholders whose name is
regisrcred in the register of bondholders on the record date. The final interest shall be
paid along with the redemption proceeds'

Interest on application money shall be paid to the applicants on the application money
for the Bonds for the period starting from and including the date of realization of
application money in Issuefs Bank Account upto one day prior to the Deemed Date of
Allotment.

Further, date of payment of coupon/ interest rate specified does not fall on a
if the
working day, the coupon payment shall be made on the following working day
without any liability of interest original date and actual date of payment.

) REDEMPTION PERIOD

The face value of the Bond will be redeemed at par on expiry of number of
years as mentioned in Private Placement Offer Letter i.e. 10 years from the
Deemed Date of Allotrnent. The Bonds held in the dematerialized form shall
be taken as discharged on payment of the redemption amount by the Company
on maturity to the registered Bondholders on the record date. Such payment
will be a legal discharge of the liability of the Company towards the
Bondholders. In case the redemption date falls on a day which is not a working
day, then the payment is due shall be made on the previous working day'

Ifthe Redemption Date/Iv{aturity Date (also being tho last coupon/Interest Payment
paid
Date) falls on a day which is not a working day, the redemption proceeds shall be
on the immediately preceding working day along with the interest accrued on the

Bonds until but excluding the interest on Maturity Date.

No action will ordinarily be rcquired on the part of the Bondholder at the time of
redemption/interest paymenq and the Matudty Amounu Interest Payment will be
paid to
by
those Bondholders whose names appear in the Regis'ter of Bondholders maintaine'd
REC/Registrar on the Record Dat€ fixed for the purpose of redernption' However' REC
may require the Consolidated Bond Certificat{s), duly discharged by the sole
holder or all

the joint-holders signed on the reverse of the Consolidated Bond Certificd{s)

to be
surrendelEd for redemption on Maturity Date and sent by the Bondholders
by rcgistered
postwithacknowledgnentdueorbyhanddeliverytotheRegisEartothelssueorREcor
to such persons at such addresses as may be notified by REC from time to time'
BondholdersmaybercquestedtosurrendertheConsolidatedBondCertifrcat(s)inthe

-o\ t^'
Wt;-91
 ma$ner stated above, not more than thre€ months and not less than one month prior to the
Mafirity Date so as to facllitate timely payment.

3. PUT/CALL OPTION

Not Applicable.

4. PAYMENTS

Payment of the prinoipal and interest will be made to the registered holder and in case
ofjoint holders to the one whose name stands firct in the register of Bondholders or
list maintained by the Depositories. Such payments shall be made by cheque or
warrant drawn or RTGSiECSNECSA',IEFT by the Company.

5. TAXATION

The interest on application money will be paid subject to deduction of tax at source at
the rates prevailing fiom time to time under the Income Tax Act, 196l or any other
st8tutory modification or enactment thereof.

Intercst on Bonds from deemed date of allotnent drall be subject to prevailhg tax laws.

6. rIJRTEERBORROWINGS

The Company shall be entitled to make further issue of Bonds and/or raise further
loans and/or avail of further deferred payment/ggarantee facilities which may be
secured or unsecured from time to time for such amounts and from such
personvpublic finanoial institutionybanks or any other financial corporations or body
corporate, on such terms as may be mutually accePtable to the Company, the Trustees
and the investment institutions participating in such issues in future.

7. TRANSFEROFBONDS

The normal procedure applicable for dematerialised securities shall be followed for
transfer of Bonds in electronic form. In case of tansfer (from one dematerialised
holder to another dematerialised holder), the seller will give delivery instructions
containing details of the buyer's DP account to his Depository Participant @P)'

BOI\IDEOLDERSI NOT ENTITLf,D TO SHAREEOLDER'S RIGEIS

The Bondholders will not be entitled to any of the rights and privileges available to
the shareholders including right to receive notices of or to attend and vote at General
Meetings or to receive Annual Reports of the Company'

Ii however, any resolution affecting the rights attached to the Bonds is placed before
the Shareholders, such resolution will first be placed before the Bond Trustees for
their consideration and requisite action.
9. VARHTION OF BONDHOLDERS RIGETS

The rights, privileges and conditions attached to the Bonds may be varied, modified or
abrogated with the consent in writing of the holders, holding majority ofthe amount
outstanding on the Bonds (or any other limits as mentioned in Companies Act or any
other relevant law, as may be applicable) or with the sanction accorded pursuant to a
resolution passed at a meeting of the Bondholders.

10. ENT'ORCEMENT

At any time after the Bonds or any of them have become repayable and have not been
repaid, the Bond Trustee may at their discretion and without furtler notice institute
such proceedings against the Company as they may think fit to enforce repayment
thereof together with accrued interest and all other monies payable in respect thereof
but they shall not be bound to take any such procecdings unless -

(a) The Trustees are so requested in writing by the Bondholde(s)/Beneficial

Owne(s) ofthe Bonds;

(b) The TrusGes are indemnified to their satisfaction by the Bondholde(s/

Beneficial Owne(s).

L7. TERM SHEET: As per Private Placement Offer Letter dated March 20, 2018
for GoI Fully Serviced Bonds Series-l

Security Name 8.09%SA Gol Fully Sewiced Bond Series-l

lssuer Rural Electrifi cation Corporation Limited

TJpe of Instrument Government of India fully serviced, Unsecured, Redeemable, Non-

Convertiblq Non-Cumulative Bonds in the nature ofDebentures

Nature of Instrument Unsecured

Seniority Sirrce the t"faturityvalue and the coupon payment throughout the
tenure

is to be funded by Government oflndia from separate dedicated

account, this in not apPlicable

Mode oflssue Private placement

Eligible Investors As per applicable RBI Regulations for Government NBFC-ND

1. Mutual Funds,
2. Public Financial Institutions specified in Section 2(72) of the
Companies Act 2013;
3. Scheduled Commercial Bank;
4. StatetndustrialDevelopmentCorporations;
5. Insurance Companies registered with the Insurance Regulatory
and DevelopmentAuthorlg;
5. Provident Funds, Pension Funds, Gratuity Funds and

@
BOND INUSTEE
 @estinthelssue
7 ;;;;ii.*'*entFunds':'"t^bl^l:':i'.uJ""^1""""X;ii;
National rnYesurrtrrr ''"--
loos of tt" Government
2l3t2OO5- DDU dated Novelii"iis,
p"uritrt"a in the Gazette of lndia;
"iiia-i" navy or air force
t. i"tr.r..J"ds set up and managed by army'
of the Union of India;
to inve$ in
,. ;;;;;i", and Bodies corporate authorized
bonds/debentures; to
Regional Rural Banks authorized
10. Co-operative Banks and
invest in bonds/debentures;
Funds;
11. iratuity Funds and Superannuadon
ii. to invest in bonds/debenures;
io.i"tl". "u*orized
ia. t** ,o*onzed to invest in bonds/debentures;
and sub-accounB registered
14. Foreign lnstitudonal lnvestors
Pordolio lnvestors (not being
an
with SEBi or Foreign
indMdual or family ofhces); . .. , r L-- .^-kr /
o',.
,r. i".pomtionsT undertakings established
,I**r^;'r'ttrra in
!:l*'/
boi4qig!9!gl99--
2rrihorized to invest
'!^.^
Non-Eligible classes of 1. Minors; including NRIs'
Investors i." '.iti.it"ii"ilafinvestors being an individual
or iamilv offices);
"on-."r,d"n, and nPts(individual
Capital lnvestor;
S. i"ntu." Crpitai Fund and Foreign Venture
4. Overseas Corporate Bodies;
5. Person ineligible t9 contract under
applicable

statutory/regulatory requirements;
6. Resident Individual lnvestors;
7. Hindu Undivided Families; and

ListinB (including name of

stock Exchange(s) where
it will be listed and
timeline for listing)

Rating of the Instrument IND AAA bY IR&RPL

CARE AAA [Triple A) bY CARE

CRISIL AAA/Stable bY CRISIL

ICRAAMbYICRA

ato."s atgregating to Rs' 4000 Crores'

upto nr. 3OOO

f tnaia for
Obiects of the lssue Yoina Scherne
aoa.""lo"" of Deen Dayal Upadhyaya Gram lyoti
or any other scheme of Government
oflndia
f lndia
-
for
Details of the utilizadon of Yoina Scheme
*Or"r""-.tado, of Dem Dayal Upadhyaya Gram tyoti
the Proceeds oflndia
or any other scheme ofGovernment

2'a
REC .,]
@
BOT{D TRUSTEE
Coupon Rete

Coupon Payment Semi Annual

Frequency

Coupon Payment Date* First Interest palrment on 21.09.201A, after that Semi-annually on
March & September 21n every year and Last interest payment on
21.03.2028 along wit]l maturity proceeds.

Coupon Type Fixed

Coupon Reset N.A.

Day Count Basis Interest shall be computed on an 'actual/actual basis'' Where the
interest period [start date to end date) includes February 29,
interest shall be computed on 366 days-a-year basis

Interest on Application ln respect of Investors to whom Bonds are Allotted in the Issue,
Money lnterest on Application Money shall be paid at the Coupon Rate
[subiect to deduction of income tax under the provisions of the
Income Tax Act, 1961, or any other statutory modification or re-
enactment thereof, as applicable) on the aggregate face value
amount ofBonds for the period starting from and including the date
of realization of Application Money in Issuer's Bank Account up to
but excluding the Deemed Date of AlloEnenL Such interest on
Application Money shall be paid by the Issuer to the relevant
Applicants witlin 15 days from the Deemed Date of Allotment

Interest on Refunded
Money against which
AJloEnent is not made
tn respect ofapptications, which are valid but reiected on account of
oversubscription, interest on refunded money shall be paid at tle
Coupon Rate (subiect to deduction of income tax under the
provisions of the Income Tax Act, 1961, or any other statutory
modification or re-enactnent tlereof, as apPlicable) (excluding the
valid reiections) for t}te period starting from and including the date
of realization of Application Money in Issue/s Bank Account up to
but excluding the Deemed Date of AlloEnenL The refund amounts
together with interest thereon shall be paid by the Issuer to the
relevant Applicants within 15 days from the Deemed Date of
AlloEnenL

Default lnterest Rate 296 p.a. over the coupon rate will be payable by t}le Company for the
defaulting period in case of default in pa)rment of
interest/redemption amounL

Tenure 10 Years

Redemption Date ** March 21n, 2028

Redemption Amount Redeemed at face value ofBonds

Redemption Premium Nil

/Discount

Issue Premium/Discount Nil

lssue Price I l0 lakh per bond

@
EOND INUSIEE
Discount at which security
is issued and the effective
yield as a result of such
discounL

Rs. 10 lakh Per bond

10 crores (100
Minimum APPlication and il"" .rr, b. frt " ,.i"i^,* ti'e of INR
in multples of Debt ililtir"O t, .,ttiple of INR 1 crore (10 bond) thereafter'
securities thereafter

Issue Timing

March 21st, 2018

1. lssue OPening Date
March 21st, 2018
2. lssue Closing Date
March 21sq 2018
3. Pay-in Dat€
4. Deemed Date of March 21st,2018
Allotment

by
of the of i*"."r, *d ,"pry,n"n, of ptincipal shalt be made
Settlement mode
Instrument ;il;' ;fi;l)'"1*"i'"-d"lpiT.
;:J-(:i/ :'"ffi;;,s;li; a"aitl ircs/
JiT"-191"i"#:i1
Fund rransrer/ NEcs/

iirilt *v "rrt* eleLonic mode offered by the Banks'

(NsDL) and central

National Securities DePository
Depository services (lndia) Limited [CDSL)'

holidaY' the paym€nt. of

Efiect of HolidaYs ffia will be made on the::l':Y::
#il;;#;"al scheduled date'
pavments
;;;;;;6 holw"r"r the dates of the tuture coupon
at the time of
;;;[;" ";'0". the schedule originallv stipulated

-tissuing the securitY.

the last Coupon Payment Date)
If the Redemption Date (also being Dav' the
;;; ;;"dt falls on a dav that is not a Business
."0".0i"" ,.rl"eds shall be paid b{ tn" o:'"1 t1-T"^'-',T:i::ll
;il;;;;;;';"g with interest accmed on the Bonds
-d

uwry, @
'.[ i:
iQ:l
BOND TRUSIEE
 until but excluding the date ofsuch pa)amenL

It is clarified that Interest/redemption wit} respect to debentures,

interest/redemption payments shall be made only on the days when
tIe money market is functioning in Mumbai'

If the Record Date falls on a day which is not a Business Day, the
immediately succeeding Business Day will be considered as the
Record Date.

Record Date 15 Calendar days prior to each Coupon Payment Date/ Redemption
date.

Security Bonds are Unsecured.

Pa)rment Mechanism The repayment of principal and interest shall be met with by
Government of India by makint suitable budget Provisions in the
demand of Ministry of Power.

Transaction Documents Tte lssuer has executed/ shall execute the documents includinB but
not limited to the following in connection with the lssue:

1. Letter appointing Trustees to the Bondholders;

2. Debenture Trusteeship Agreemenq
3. Debenture/Bond Trust Deed;
4. Rating letter from IRRPL;
5. Rating letter from CARE;
6. Rating letter from CRISIL;
7. Rating letter from ICRA;
8. Tripartite Agreement between the Issuer; Registrar and NSDL
for issue of Bonds in dematerialized form;
9. Tripartite Agreement between the Issuer; Registrar and CDSL
for issue of Bonds in dematerialized form;
10. Letter appointing Registrar;
11. Application made to BSE and/or NSE for seeking tleir in-
principle approval for listing of Bonds;
12. Listing Agreement witl BSE and/or NSE;
13. Ministry of Finance Omce Memorandums dated February 8,
2018, and March 15, 2018;
14. MinisEy of Power OfEce Memorandum & Letter dated March
16, 2018 and Letter Dated March 19, 2018
15. Letters appointing Arrangers to the Issue.
Additional Covenants ttt" Cornp"r,pt rtt allot the Bonds within sixty days from the date
of receipt of the application money for such Bonds and if the
Company is not able to allot the Bonds within such Period, it shalt
repay t}le application money to the subscribers within fifteen days
from the date of completion of sixty days and ifthe ComPany fails to
repay the application money within the aforesaid perlod, it shall be
liable to repay such money with interest at the rate of 12c16 p'a' from
the expiry of the sixtieth daY.

Listing: The tssuer shall complete all the formalities and seek listing
permission within 15 days from the Deemed Date ofAllotment

In case of delay in listing of the Bonds the prescribed period

witlin
from the Deemed Date of Allotrnenq the Company shall pay penal
interest at the rate as mentioned in relevant regulations'

Events of Dehult
Remedies
Cross Default
Trustee
Registrars
Role and Responsibilities
ofDebenture Trustee
Conditions precedent to
subscription ofBonds
Conditions subsequent to
subscription ofBonds
r\ nEc
In case the Bonds issued to the SEBI registered FIls / sub-accounts
of FIIS/FPIS are not listed within 15 days of lssuance to the SEBI
registered FIts / sub-accounts of FIls/FPIs, for any reason, then the
FII/sub-account of FII/FPIs shall immediately dispose of the Bonds
either by way of sale to a third party or to the Issuer and in case of
failure to list the Bonds issued to SEBI registered FIIs/ sub-accounts
of FIIs/FPIs within 15 days ofissuance, the Issuer shall immediately
redeem / buyback such Bonds from the Flls/sub'accounts of
FIls/FPIs.
As specified in the Bond Trust Deed
As mentioned in Bond Tmst Deed
N-4.
SBICAP Trustee Company Limited
Karry Computershare Private Limited
The Trustees shall protect the interest of the Bondholders as
stipulated in the Bond Trust Deed and in the event ofdefault by REc
in regard to timely payment of interest and repayment of principal
and shall take necessary action at the cost of REC. No Bondholder
shall be entitled to proceed directly against REC unless the Trustees,
having become so bound to proceed, fail to do so.
The subscription from investors shall be accepted for allocation and
altotment by Ole Issuer subject to the followinS:
1. Rating letters from IRRPL, CARE, ICRA and CRISIL not being
more than one month old from the issue opening date;
2. Seek a written consent letter from the Trustees conveying their
consent to act as Trustees for the Bondholders;
3. Making an application to BSE and/or NSE for seeking their in-
principle approval for listing ofBonds.
The Issuer shall ensure that tJre following documents are executed/
activities are completed as Per time frame mentioned elsewhere in
this Private Placement Offer Letter:
1. Ensuring that tJle payment made for subscription to t}le Bonds
is from the bank account of the person/ entity subscribing to
the Bonds and keep record of the bank accounts from where
payments for subscriptions have been received and in case of
subscription to the Bonds to be held by joint holders, monies
are paid from the bank account of the person whose name
appears first in the Appllcation Form;
Z. MaintaininS a complete record ofPrivate Placement offers in Form
PAS-5 and filing the such record along with Private Placement
Offer Letter in Form PAS'4 with the Registrar of Companies,
National capial Territory of Delhi & Haqrana with fee as provided
in Companies (Registration Offices and Fees) Rules, 2014 and wittt
Securities and Exchange Board of India, withln a period of thirty
\4- @
BOND TRUSTEE
 days ofcirculation ofthe Private PlacementOffer Letter

3. Filing a return of allotment of Bonds with complete list of all

Bondholders in Form PAS-3 under Section 42(9) of the
Companies Act, 2013, with the Registrar of Companies, National
Capital Territory of Delhi & Haryana within thirty days of the
Deemed Date of A]lotrnent along witl fee as provided in the
Companies (Registration Offices and Fees) Rules, 2014;

4. Credit of demat account(s) of the allottee(s) by number of

Bonds allotted within the stipulated time period from the
Deemed Date of AlloEnen!

5. Taking steps for listing of Bonds with BSE and/or NSE within
15 days from the Deemed Date of Allotment of Bonds;

5. Submission of Debenture/Bond Trust Deed with BSE and/or

NSE within five working days of execution of t}le same for
uploading on their website.

7. Filing of Form PAS-4 and PAS- 5 \ rit} SEBI

Besides, the Issuer shall perform all activities, whether mandatory

or otherwise, as mentioned elsewhere in this Private Placement
0frer Letter.

Mode ofSubscription Applicants may make remittance of application money through

either of following two modes:

Cheque(s)/ demand draft(s)/ bank funds transfer may be drawn in

favour of "RURAL ELECTRIFICATION CORPOMTION BOND
ACCOUNT" and marked "A/c Payee 0nly" payable at Par at any of
the CBS branches of the Collecting Bankers to the Issue as per
details given hereunder:

Name ofthe Banker HDFC Bank Ltd

Credit into Current A/c 00030350004616

Electronic transfer of funds through RTGS mechanism for credit as

per details given hereunder:

Name ofthe Banker HDFC Bank Ltd

Credit into Current A/c 00030350004616

Account Name "RUMI. ELECTRIFICAIION

CORPORATION BOND ACCOUNT"

IFSC Code HDFC0000003

Address of the Branch Surya Kiran Branch, KG Marg,

New Delhi 110 001

 be construed in accordance
taw and The Bonds are governed bY and
Governing
*.r'.r,""-oo"'rawsoflndia'AnydisputearisingthereofsMllbe
lurisdicti on of New Delhi'
.rUl"., * ,fr" itntdiction of cours

*- A'dtrlESEB,citcl,lorio.ClR/lMD/DF-t/122/20l6tutedNove"betll''l''{+#:;m{'ff'::{i;#;
s! wn
;:,i;;';{;,;; i; sttt* pqvenr shatt be nv& ot the 1ottoenq htsit'ss
-:iffiSy*w;E'ru'--lxi"t**'r*:*,"m!fr #!l';r;:'ffi ;I
redeaPtion date'
* Ir:Y::} tr*::!;:':;H'*:#f: ffiru'h'"i:*'*-
x##y,*':r xx?:;:l:!,{:
- is 5'03
Debt Equity Ratio before the issue

Debt Equity Ratio after the issue is

5'03

W+,,*n' tt/
 TIIE SECOIYD SCIIEDT]LE
LIST OF ALLOTTEES OF SERIES GoI Fully Serriced Bonds Series-l
As the Bonds are tradable in nature ther€fore Bondholders will keep on changing, therefore a
list of the same is not practical to provide, however the Registar will provide the list of the
Bondholders to the Bond Trustee as soon as allotnent process is completed and the list will be
part and parcel of the Third Schedule of this Deed. The company shall obtain list of
beneficiarieVBondholders on quarterly basis from Registrar and provide the same to the
Trustee as and when demanded by the Trustee.

\r"t\r1l,,@% EtrE
 TIIE THIRD SCHEDULE
PROVISIONS FORMEETINGS OF THE BONDHOLDERS

The following provisions shall apply to the meetings ofthe Bondholders: -

l. Who moy convene the meeting:

(i) The Bond Trustee or the Company may, at any time, and the Bond Trustee
shall at the request in writing ofthe holde(s) of Bonds representing not less
than one-tenth in value of the a1gregate outstanding amount of the Bonds,
convene a meeting of the Bondholders. Any such meeting shall be held at
such place in the city where the registered offrce of the Company is situated
or at such other place as the Bond Trustee shall determine in consultation with
the Company.

(iD The Bond Trustees may call or cause to be called by the Company a meeting
of all the Bondholders on the happening of any event which may constitute a
payment default or which in the opinion of the Bond Trustee affects tlre
interests of the Bondholders.

2. Notice of meeting to Bondholders

(a) A meeting of the Bondholderc may be called by giving not less than 21
(twenty-one) days' notice in writing.

(b) A meeting may be called after giving shorter notice than that specified in sub-
clause (a) above, as per the Companies Act, 2013.

3. ContenE rnd Manner of Seruice of Notice and Persons on whom it k to bc sewed

(a) Every notice ofa meeting ofthe Bondholders shall speciff the place, day and
hour of the meeting and shall contain a statement of the business to be
transacted thereat.

(b) Notice ofevery meeting shall be given to:

(i) every Bondholder in the manner provided in this Deed for service of
notice;

(ii) the person(s) entitled to a Bond as a consequenc€ of death or

insolvency of a Bondholder, by sending it through Post in a prepaid
letter addressed to them by name or by the title ofthe representatives
of the deceased, or assignees of the insolvent or by any like
description at the address, if any, in India supplied for the purpose by
the persons claiming to be so entitled or until such an address has
been so supplied, by giving the notice in any manner in which it
might have been given if the death or insolvency had not occurred'

tiii) the auditor for the time being of the Company in the manner
authorised by Section 20 of the Companies Act, 2013 in the case of

V>=-'2
 the members of the Company and any other person as prescribed
under Companies Act, 2013; and

(iv) the Bond Trustee when the meeting is convened by the Company and
the Company when the meeting is convened by the Bond Trustee.

(vl The accidental omission to give notice to or the non-receip of notice

by, any Bondholder or other person to whom it should be given shall
not invalidate the proceedings at the meeting.

4. Erplanatory Ststement to be annexed

(D There shall be annexed to the notlce of the meeting a statement setting out all
material facts conceming each such item of business including, in particular,
the nature of the concern or interesl, if any, therein of every director and the
manager and any other penion as prescribed in applicable law '

Provided that wher€ any item of sp€cial business as aforesaid to be transacted at a

meeting of tlre Bondholders relates to, or affects, any other company, the ext€nt
of shareholding interest in that other company of any director, and tre manager, if
any, of the ftrst rnentioned company shall also be s€t out in the statement if $e
cxtent ofsuch shareholding interest is not less than 2% (two per c€nt) ofdle paid
up share capital ofthat other company.

(iD Where any item of business consists of the according of approval to any
document by the meeting, the time and place where the document can be
inspected shall be specifie.d in the staiement aforesaid.

Quorum for Meeting

(D At every meeting of the Bondholders, the holde(s) of not less than 3/46
(three-fourth) of the aggregate outstanding Bonds under this Series shall be
the quorum for the meeting of the Bondholders, and the provisions of the
following sub.clause (ii) shall apply with respect thereto.
(ii) If, within half an hour from the time appointed for holding a meeting of the
Bond Holders, a quorum is not present, the meeting, if called upon the
requisition of the Bond Holders shall stand dissolved but in any other case the
meeting shall stand adjoumed to the same day in the next week, at the same
time and place, or to such other day and at such other time and place as the
Bond Trustee may deterrnine and if, at the adjourned meeting slso a quorum
is not present within half an hour from the time appointed for the holding of
the meeting, the Bond Holders present shall be a quorum.

6. Cheirman of Meetlng

(D The nominee of the Bond Trustee shall be the chairman of the meeting and in
his absence the Bondholders personally pr€sent at the mssling shall elect one
of them to be the chairman thercof on a show ofhands.

{,+[wy_ L :r[r,
 (iD If a polt is demanded on the election of the chairman, it shall be taken
forthwith in accordance with the provisions of the Companies Ac! 2013, the
chairman elected on a show of hands exercising all the powers of the
chairman under the said provisions.

(iiD Ifsome other person is elected chairman as a result of the poll, he shall be
chairman for the rest of tJre meeting.

7. Directors and BOhID Trustee may attend meeting

The Bond Trustee and the directors of the Company and their respective legal
advisorJsolicitors may attend any meeting but shall not be entitled to vote thereat.

8. Pessing of Resolution by Poll

At any meeting, a resolution put to the vote of the meeting shall be decided by way of
a poll.

9. Votes

At every such meeting each Bondholder shall be entitled to I (one) vote in respect of
every Bond of which he is a holder ard in respect of which he is entitled to vote.

10. Proxies

(i) Any Bondholder entitled to attend and vote at the meeting shall be entitled to
appoint another person (whether a Bondholder or not) as his proxy to attend
and vote instead of himself.

(ii) In every notice calling the meeting there shall appear with reasonable
prominence a statement that a Bondholder entitled to attend and vote is
entitled to appoint one or more proxies to attend and vote instead of himself
and that a proxy need not be a Bondholder.

(iiD The instslment appointing a proxy and the power of attomey (if any) under
which it is signed or a copy ofthe power of attomey certified by a notary shall
be deposited at the registered office of the Company not less than 48 (forty-
eight) hours before the time for holding the meeting or adjoumed meeting.

(iv) The instrument appointing a proxy shall:

(a) be in writing; and

(b) be signed by the appointer or his attorney duly authorised in writing'

or if the appointer is a body corporate, be under its seal or be signed
by an officer or an attomey duly authorised by it.

(c) The instrument appointing a proxy shall be in any ofthe forms as may
be prescribed under any law and shall not be questioned on the
 ground that it fails to comply with any special requircments specified
for such instruments by the Articles of the Company.

(d) Every Bondholder entitled to vote at a meeting ofthe Bondholders of

the Company on any resolution to be moved there at shall be entitled
during the period beginning 24 (twenty four) hours before the time
fixed for the commencement of the meeting and ending with the
conclusion of the meeting to inspect the proxies lodged, at any time
during the business hours of the Company, provided not less than 3
(three) days'notice in writing of the intention so to inspect is given to
the Company.

(e) A vote given in accordance with the terms of an insfrument of proxy

shall be valid notwithstanding the previous death or insanity of the
principal or the revocation of the proxy or of the authority under
which the prory was executed or the tansfer ofthe Bond in respect of
which the proxy is given; provided that, no intimation in writing of
such death, insanity, revocation or transfer shall have been received
by the Company at its registered office before the commencement of
the meeting or adjoumed meeting at which the prory is used.

I l. To vote dilferently

A Bondholder entitled to more than one vote or his proxy or other person entitled to
vote for him, as the case may be, need not, if he votes, use all his votes or cast in the
same way all the votes he uses.

12. ScrutineeN at Poll

(D The chairman of the meeting shall appoint 2 (two) scrutineers to scrutinise the
votes given on the poll and to report thereon to him.

(iD The chairman shall have power, at any time before the result of the poll is
declared, to remove a scrutineer frorn office and to fill vacancies in the offrce
of scrutineer arising from such removal or from any other cause.

(iii) Of the two scrutineers appointed under this clause, one shall always be a
Bondholder (not being an officer or employee of the Company) present at the
meeting, provided that such a Bondholder is available and willing to be
appointed.

13. Manner of tsking PolI and Results thereof

(D Subject to the provisions of the Companies Acg 2013, as the case may be, the
Chairman of the meeting shall have the power to rcgulate the manner in which
a poll shall be taken.

(iD The result ofthe poll shall be deerned to be the decision of the meeting on the
resolution on which the poll was taken.
14. Voting in case ofJoint Holders

In the case ofjoint Bondholders, the vote of the senior who tenders a vote whether in
person or by proxy, shalt be accepted to the exclusion of the other joint holder or
holders.

15. Power to Adiourn Meeting

The chairman of a meeting of the Bondholdels may, with the consent of a simple
majority of the Bondholders by value present (whether in person or by proxy) at the
meeting, adjoum the same from time to time and from place to place, but no business
shall be transacted at any adjoumed meeting other than the business left unfinished at
the meeting from which the adjoumment took place .

16. Casting Vote

ln the case of equality ofvotes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes place or at which the poll is
demanded, shall be entitled to a second or casting vote in addition to the vote or votes
to which he may be entitled to as a Bondholder.

17. Contlnuance of Busin$s

The demand of a poll shall not Prevent the continuance of a meeting for the
transaction of any business other than the question on which a poll has been
demanded.

18. Choirmen's Decision Conclusive

The chairman of any meeting shall be the sole judge of the validity of every vote
tendered at such meeting. The chairman Present at the taking ofa poll shall be the sole
judge ofthe validity of every vote tendered at such poll.

19. Powers of the Meeting

A meeting of the Bond Holders shall, inter alia, have the following powers in respect
of matters relating to the Bonds, exercisable in the manner hereinafter specified:

(D Power to sanction any compromise or arrangement proposed to be made

between the Company and the Bondholders.

(ii) Power to sanction any modification, alteration or abrogation of any of the

rights of the Bondholders (other than as set out in (iv) below) against the
Company, whether such riSht shall arise under this Agreement or Bonds or
otherwise.

(iiD Power to sanction atry modification, alteration or abrogation of any of the terms
of the Bonds relating to the Maturity Date, Interest, rcdemption amount.

ir+
BOND TRUSTEE
 (iv) Power to assent to any scheme for reconsEuction or amalgamation of or by
the Company whether by sale or tansfer of assets under any power in the
Company's Memorandum of Association or otherwise under the AcV
Companies Act, 2013 or provisions of any law.

(v) Power to assent to any modification of the provisions contained in this

Agreement and to authorise the Bond Trustee to conour in and execute any
supplemental agreement embodying any such modification.

("i) Power to remove the existing Bond Trustee and to appoint new Bond Tnrstee
in respect of the Bonds.

(vii) Power to give any direction, sanction, request or approval under any provision
of this Agreement.

20. Special Resolution

The powers set out in this Schedule except the provisions mentioned in Private
Placement Offer Letter, shall be exercisable by a resolution passed by votes
representing 3/46 (three-fourths) of the aggregate outstanding amount of the Bonds
under this Series, at a meeting of the Bondholders duly convened and held in
accordance with provisions herein contained (referred to as a "Specid Resolution").

21. Resolution

A resolution passed by votes representing the outstanding amount of the at a general

meeting of the Holders duly convened and held in accordance with these presents,
shall be binding upon all the Holders of the Bond, whether present or not at such
meeting and each of the Holders of the Bond shall be bound to give effect thereto
accordingly, and the passing of any such rcsolution shall be conclusive evidence that
the circumstanc€s justifu the passing thereoi the intention being that it shall rest with
the meeting to determine without appeal whether or not the circumstances justiff the
passing of such resolution.

Minutes

Minutes ofall resolutions and proceedings of every such meeting as aforesaid shall be
recorded and duly entered in books maintained for the said purpose and any such
minutes as aforesaid, if purported to be signed by the chairman of the meeting at
which such resolutions were passed or proceedings held or by the chairman of the
next succeeding meeting of the Bond Holders, shall be conclusive evidence of the
matters therein contained and, until the contrary is proved, every such meeting in
respect of the proceedings of which minutes have been so recorded shall be deemed to
have been duly held and convened and all resolutions passed thereat or proceedings
taken, to have been duly passed and taken.

Notwithstanding anything herein contained, it shall be competent for all the

Bondholders to exercise the rights, powers and authorities of the Bondholders under
this Agreement by a letter or letters signed by or on behalf of the Bondholders
representing 3/4ft (thr€e fourth) of the aggregate outstanding amount of the Bonds

@
BOND INUSIEE
 under this Series without convening a meeting of the Bondholders as ifsuch letter or
letters constituted a Special Resolution, passed at a meeting duly convened and held
as aforesaid and shall have effect accordingly.

23. Provisiotrs for the Written Consent of the Bondholders

(D For any written consent of the Bondholders, the Bond Trustee (or as
applicable, the Company or a Bondholder) shall provide a notice in writing to
the last available address of each Bondholder at least l0 (ten) Business Days
prior to the date on which any decision is required to be made or consent to be
provided is. The record date of such notice shall be the date falling 3 (three)
Business Days prior to the date ofdispatch of such notice.

(iD If the notice specifies any notice period, then any consents r@eived after such
notice period will not be accepted. The Bondholders are required to submit
their consent only in written form to the Bond Trustee.

.m,,
IN WTINESS WEERDOF the Company and the Bond Trustee have caused these presents to
be executed by their authorised ofFrcials the day, month and year first hereinabove'

Signed and delivered by RIIRAL

ELECTRIFICATION CORPORATION
LIMITED, of:

{;t^
as the Company, by the hand
I

tuwq d\ft/rflilv xur,ran

sTfr T6re-q-{rr (fufl)
Addl. General Manager (Fin )
sw Effifs',i:rc ofutisrr ftFrlc
rcalion Corporation Ltd'
Rural Eleclrif
(qnd liqan ol i1 q/A Govt. of lndia Enterpriso)
atf-q, rdrq qfitl{/core-4. scoPE complex
Z
g\fr cts, Ti fl{di/7, LodhiRoad. New 0elhL03

A.P.S. MANOCHA
Addl. General Manag€r (Law)
Rural Eloctrifi cation Corporaiion Ltd.
Core-4, SCOPE Complex, 7 Lodhi Road
New Delhi-110003
ttW
1-;;'Zr/
#e" "'l
-*ffiff}ffi"
' ar:---4. {+\rl qr{{I<
z. dtlt lis' cd m-11ooo3

Signed and delivered by the within SBICAP

Trustee Company Limited, as the Bond For SBICAP T lilSTiE COI'rtPANY LIMITED

Trustee, bythehand of: f.131JNfJ D t\ffudL

Page | 44

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