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DRAFT SHELF PROSPECTUS

September 10, 2015

POWER FINANCE CORPORATION LIMITED


(A Government of India undertaking)
Our Company was incorporated as Power Finance Corporation Limited on July 16, 1986 as a public limited company under the Companies Act, 1956, as amended and was granted a certificate of
incorporation by the Registrar of Companies, National Capital Territory of New Delhi & Haryana and was granted a certificate of commencement of business on December 31, 1987. For further details,
see the section titled “History and Certain Corporate Matters” on page 146. The Corporate Identification Number of our Company is L65910DL1986GOI024862.
Registered and Corporate Office: ‘Urjanidhi’, 1 Barakhamba Lane, Connaught Place, New Delhi 110001, India.
Telephone: +91 11 2345 6000; Facsimile: +91 11 2341 2545
Company Secretary and Compliance Officer: Mr. Manohar Balwani; Telephone: +91 11 2345 6000; Facsimile: +91 11 2341 2545
E-mail: taxfreebonds15-16@pfcindia.com; Website: www.pfcindia.com and www.pfc.gov.in
PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (“COMPANY” OR THE “ISSUER”) OF TAX FREE BONDS OF FACE VALUE OF ` [●] EACH IN THE NATURE
OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER SECTION 10(15)(iv)(h) OF THE INCOME TAX ACT, 1961, AS AMENDED
(“BONDS”) AGGREGATING UP TO ` 700 CRORES (“ISSUE”). THE BONDS WILL BE ISSUED AT PAR IN ONE OR MORE TRANCHES UP TO ` 700 CRORES (“SHELF
LIMIT”)*, ON TERMS AND CONDITIONS AS SET OUT IN SEPARATE TRANCHE PROSPECTUS(ES) FOR EACH TRANCHE ISSUE, WHICH SHOULD BE READ TOGETHER
WITH THIS DRAFT SHELF PROSPECTUS AND THE SHELF PROSPECTUS.
The Issue is made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (“SEBI Debt Regulations”) and pursuant to notification
No. 59/2015 dated July 6, 2015 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, by virtue of powers conferred upon it by item (h) of
sub-clause (iv) of clause (15) of section 10 of the Income Tax Act, 1961, as amended.
PROMOTERS
The President of India, acting through and represented by Ministry of Power, Government of India. For further details refer to the chapter “Our Promoters” on page 199.
GENERAL RISKS
Investors are advised to read the section titled “Risk Factors” on page 16 carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their
own examination of the Issuer and the Issue, including the risks involved. This Draft Shelf Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and
Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Ministry of Power, any registrar of companies or any stock exchange in India.
COUPON RATE, COUPON PAYMENT FREQUENCY, REDEMPTION DATE, REDEMPTION AMOUNT & ELIGIBLE INVESTORS
For details relating to Coupon Rate, Coupon Payment Frequency, Redemption Date of the Bonds, see section titled “Terms of the Issue” on page 237 of this Draft Shelf Prospectus. For details relating to
eligible investors please see “The Issue” on page 48.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Shelf Prospectus read together with the Shelf Prospectus and the relevant Tranche Prospectus
for a Tranche Issue does contain and will contain all information with regard to the Issuer and the relevant Tranche Issue, which is material in the context of the relevant Tranche Issue; that the
information contained in this Draft Shelf Prospectus and together with the relevant Tranche Prospectus for a Tranche Issue will be true and correct in all material respects and is not misleading in any
material respect; that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Draft Shelf Prospectus read with the
relevant Tranche Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect at the time of the relevant Tranche Issue.
CREDIT RATING
CRISIL Limited (“CRISIL”) has assigned a rating of ‘CRISIL AAA/ Stable’ to the long term borrowing programme of our Company for an amount upto ` 50,000 crores for Fiscal 2016, by its letter
dated April 6, 2015 and revalidated the said rating vide its letter dated June 23, 2015 and dated August 27, 2015. ICRA Limited (“ICRA”) has assigned a rating of ‘[ICRA]AAA’ to the long term
borrowing programme of our Company (including bonds and long term bank borrowing) for an amount upto ` 60,000 crores for Fiscal 2016, by its letter dated April 8, 2015 and revalidated the said
rating vide its letter dated June 22, 2015 and August 31, 2015. Credit Analysis & Research Ltd. (“CARE”) has assigned its rating of 'CARE AAA' to overall borrowing programme of our Company
for an amount upto ` 60,000 crores (including short term borrowing aggregating to ` 10,000 crores as a sub-limit) for Fiscal 2016 by its letter dated April 7, 2015 and revalidated the said rating vide
its letter dated June 22, 2015 and August 31, 2015. Instruments with these ratings are considered to have the highest degree of safety regarding timely servicing of financial obligations and such
instruments carry lowest credit risk. For details, see the section titled “Terms and Conditions in Connection with the Bonds” on page 232. For the rationale for these ratings, see Annexure B of this
Draft Shelf Prospectus. This rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. This rating is subject to revision or withdrawal at any time by
the assigning rating agencies and should be evaluated independently of any other ratings.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated September 10, 2015 has been filed with BSE, the Designated Stock Exchange, pursuant to the provisions of the SEBI Debt Regulations and is open for public
comments for a period of seven Working Days (i.e., until 5 p.m.) from the date of filing of the Draft Shelf Prospectus with the Designated Stock Exchange. All comments on this Draft Shelf Prospectus
are to be forwarded to the attention of the Compliance Officer of our Company. Comments may be sent through post, facsimile or e-mail.
LISTING
The Bonds are proposed to be listed on the BSE, which is also the Designated Stock Exchange for the Issue. BSE has given its in-principle listing approval vide its letter dated [●].
LEAD MANAGERS TO THE ISSUE

EDELWEISS FINANCIAL SERVICES A.K. CAPITAL SERVICES LIMITED RR INVESTORS CAPITAL KARVY INVESTOR SERVICES LIMITED
LIMITED 30-39 Free Press House, 3rd Floor, SERVICES PVT. LTD. 701, Hallmark Business Plaza
Edelweiss House Free Press Journal Marg, 215, Nariman 47, M.M. Road, Rani Jhansi Marg, 7th Floor, Sant Dyaneshwar Marg,
Off CST Road, Kalina, Mumbai 400 098 Point, Jhandewalan, New Delhi 110055 Off Bandra Kurla Complex,
Maharashtra, India Mumbai 400021 Tel: +91 11 2363 6362 Bandra (East), Mumbai- 400 051
Tel: +91 22 4086 3535 Tel: +91 22 6754 6500/ 6634 9300 Facsimile: +91 11 2363 6746 Tel: +91 22 6149 1500
Facsimile: +91 22 4086 3610 Facsimile: +91 22 6610 0594 Email: pfctaxfree2015@rrfcl.com Facsimile: +91 22 6149 1515
Email: pfctf2015@edelweissfin.com Email: pfctfbonds4@akgroup.co.in Investor Grievance Email: Email: pfctaxfree2015@karvy.com
Investor Grievance Email: Investor Grievance Email: investors@rrfcl.com Investor Grievance Email: igmbd@karvy.com,
customerservice.mb@edelweissfin.com investor.grievance@akgroup.co.in Website: www.rrfcl.com/ cmg@karvy.com
Website: www.edelweissfin.com Website: www.akcapindia.com www.rrfinance.com Website: www.karvy.com
Contact Person: Mr. Lokesh Singhi Contact Person: Mr. Mandeep Singh Contact Person: Mr. Anurag Awasthi Contact Person: Mr. Bhavin Vakil/ Rohan Menon
Compliance Officer: Mr. B. Renganathan Compliance Officer: Ms. Kanchan Singh Compliance Officer: Ravi Kant Goyal Compliance Officer: Mr. V
SEBI Registration No.: INM0000010650 SEBI Registration No.: INM000010411 SEBI Registration No.: INM000007508 Madhusudhan Rao
SEBI Registration No.: INM000008365
DEBENTURE TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

MILESTONE TRUSTEESHIP SERVICES PRIVATE LIMITED* BIGSHARE SERVICES PRIVATE LIMITED


602, Hallmark Business Plaza, Sant Dayaneshwar Marg, E2 Ansa Industrial Estate, Sakivihar Road, Sakinaka
Opp. Guru Nanak Hospital, Bandra (E), Mumbai 400 051, India Andheri East, Mumbai – 400 072
Tel: +91 2267167000; Facsimile +91 2267167077 Tel: 02240430200 ;Facsimile: 02228475207
Email: compliance@milestonetrustee.in Email: bonds@ bigshareonline.com
Investor Grievance Email: compliance@milestonetrustee.in Investor Grievance Email: investor@bigshareonline.com
Website: www.milestonetrustee.in Website: www. bigshareonline.com
Contact Person : Ms. Vaishali Urkude Contact Person: Mr. Vipin Gupta
SEBI Registration Number:IND000000544 SEBI Registration Number: INR000001385
ISSUE PROGRAMME**
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
*Milestone Trusteeship Services Private Limited has by its letter dated August 20, 2015 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Draft Shelf Prospectus.
A copy of the Shelf Prospectus and relevant Tranche Prospectus shall be filed with the Registrar of Companies, National Capital Territory of Delhi & Haryana in terms of section 26 and 31 of Companies Act, 2013, along with the
endorsed/certified copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” on page 296 of this Draft Shelf Prospectus.
**The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated above, except that the Issue may close on such earlier date or extended date as may be decided by the Board or a duly
constituted committee thereof. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a reputed daily national
newspaper on or before such earlier or extended date of Issue closure. On the Issue Closing Date Application Forms will be accepted only between 10 a.m. and 3p.m. (Indian Standard Time) and uploaded until 5p.m. or such extended
time as may be permitted by the BSE.
TABLE OF CONTENTS

SECTION I-GENERAL .......................................................................................................... 3


DEFINITIONS AND ABBREVIATIONS ........................................................................... 3
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION ........................................................................ 13
FORWARD-LOOKING STATEMENTS .......................................................................... 15
SECTION II-RISK FACTORS ............................................................................................ 16
SECTION III-INTRODUCTION......................................................................................... 48
THE ISSUE ......................................................................................................................... 48
SUMMARY OF FINANCIAL INFORMATION .............................................................. 53
STATEMENT OF STANDALONE UN-AUDITED FINANCIAL RESULTS FOR THE
QUARTER ENDED JUNE 30, 2015.................................................................................. 67
SUMMARY OF BUSINESS .............................................................................................. 71
GENERAL INFORMATION ............................................................................................. 79
CAPITAL STRUCTURE.................................................................................................... 86
OBJECTS OF THE ISSUE ................................................................................................. 93
STATEMENT OF TAX BENEFITS .................................................................................. 96
SECTION IV-ABOUT OUR COMPANY ......................................................................... 100
INDUSTRY OVERVIEW ................................................................................................ 100
OUR BUSINESS .............................................................................................................. 112
REGULATIONS AND POLICIES ................................................................................... 137
HISTORY AND CERTAIN CORPORATE MATTERS ................................................. 146
OUR MANAGEMENT .................................................................................................... 156
FINANCIAL INDEBTEDNESS ...................................................................................... 170
OUR PROMOTER............................................................................................................ 199
SECTION V-LEGAL AND OTHER INFORMATION .................................................. 200
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................... 200
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................... 207
SECTION VI- ISSUE RELATED INFORMATION ....................................................... 229
ISSUE STRUCTURE ....................................................................................................... 229
TERMS AND CONDITIONS IN CONNECTION WITH THE BONDS ....................... 232
TERMS OF THE ISSUE .................................................................................................. 237
ISSUE PROCEDURE ....................................................................................................... 252
SECTION VII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR
COMPANY ........................................................................................................................... 284
SECTION VIII- MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
................................................................................................................................................ 296
DECLARATION.................................................................................................................. 298
ANNEXURE A – FINANCIAL STATEMENTS ................................................................. 300
ANNEXURE B – CREDIT RATING ................................................................................... 646
ANNEXURE C – DEBENTURE TRUSTEE CONSENT .................................................... 679
SECTION I-GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, all references in this Draft Shelf Prospectus to “the Issuer”, “our
Company”, “the Company” or “PFC” are to Power Finance Corporation Limited, a public limited company
incorporated under the Companies Act, 1956 having its registered office at ‘Urjanidhi’, 1 Barakhamba Lane,
Connaught Place, New Delhi 110001, India. Unless the context otherwise indicates, all references in this Draft
Shelf Prospectus to “we” or “us” or “our” are to our Company and its Subsidiaries, Joint Ventures and Associates,
on a consolidated basis.

Unless the context otherwise indicates or implies, the following terms have the following meanings in this Draft
Shelf Prospectus, and references to any statute or regulations or policies includes any amendments or re-
enactments thereto, from time to time.

Company related terms

Term Description
Articles/ Articles of Articles of Association of our Company.
Association/AoA
Associate The joint ventures of our Company, being National Power Exchange
Limited and Energy Efficiency Services Limited.
Board/ Board of Directors Board of Directors of our Company or a duly constituted committee
thereof.
Director Director of our Company, unless otherwise specified
Equity Shares Equity shares of our Company of face value of ` 10 each.
Joint Ventures The joint ventures of our Company, being National Power Exchange
Limited and Energy Efficiency Services Limited.
Memorandum/ Memorandum of Memorandum of Association of our Company.
Association/ MoA
“Registered Office” or The registered office and corporate office of our Company, situated at
“Corporate Office” or ‘Urjanidhi’, 1 Barakhamba Lane, Connaught Place, New Delhi 110001,
“Registered Office and Corporate India.
Office”
RoC Registrar of Companies, National Capital Territory of Delhi & Haryana.
Statutory Auditors/Auditors The statutory auditors of our Company being M/s K.B. Chandna & Co.
and M/s M.K. Aggarwal & Co.
Subsidiaries The direct and indirect subsidiaries of our Company, as mentioned in the
section titled “History and Certain Corporate Matters” on page 146.

Issue related terms

Term Description
Allotment/ Allot/ Allotted The issue and allotment of the Bonds to successful Applicants pursuant to
the Issue.
Allotment Advice The communication sent to the Allottees conveying details of Bonds
allotted to the Allottees in accordance with the Basis of Allotment.
Allottee(s) The successful Applicant to whom the Bonds are Allotted either in full or part,
pursuant to the Issue
Applicant/ Investor A person who applies for the issuance and Allotment of Bonds pursuant
to the terms of the Draft Shelf Prospectus, Shelf Prospectus and relevant
Tranche Prospectus(es) and the Application Form for any Tranche Issue.
Application An application to subscribe to the Bonds offered pursuant to the Issue by
submission of a valid Application Form and payment of the Application
Amount by any of the modes as prescribed under the respective Tranche
Prospectus.
Application Amount The aggregate value of the Bonds applied for, as indicated in the
Application Form for the respective Tranche Issue.
Term Description
Application Form The form in terms of which the Applicant shall make an offer to subscribe
to the Bonds and which will be considered as the Application for
Allotment of Bonds in terms of respective Tranche Prospectus(es).
“ASBA” or “Application The application (whether physical or electronic) used by an ASBA
Supported by Blocked Amount” Applicant to make an Application by authorizing the SCSB to block the
or “ASBA Application” bid amount in the specified bank account maintained with such SCSB.
ASBA Account An account maintained with an SCSB which will be blocked by such
SCSB to the extent of the appropriate Application Amount of an ASBA
Applicant.
ASBA Applicant Any Applicant who applies for Bonds through the ASBA process.
Banker(s) to the Issue/ Escrow The banks which are clearing members and registered with SEBI as
Collection Bank(s) bankers to the issue, with whom the Escrow Accounts and/or Public Issue
Accounts will be opened by our Company in respect of the Issue, and as
specified in the Tranche Prospectus for each Tranche Issue.
Base Issue Size As specified in the Tranche Prospectus for each Tranche Issue.
Basis of Allotment As specified in the Tranche Prospectus for each Tranche Issue.
Bond Certificate(s) A certificate issued to the Bondholder(s) who has applied for Allotment
of the Bonds in physical form or in case the Bondholder(s) has applied for
rematerialisation of the Bonds held by him.
Bondholder(s) Any person holding the Bonds and whose name appears on the list of
beneficial owners provided by the Depositories (in case of bonds in
dematerialized form) or whose name appears in the Register of
Bondholders maintained by the Issuer (in case of bonds in physical form).
Bonds Tax free bonds in the nature of secured, redeemable, non-convertible
debentures of face value of ` [●] each having benefits under Section
10(15)(iv)(h) of the Income Tax Act, proposed to be issued by our Company
under the terms of the Shelf Prospectus and respective Tranche
Prospectus(es).
BSE BSE Limited.
Working Days All days excluding Saturday, Sundays or a public holiday in New Delhi.
CARE Credit Analysis & Research Limited.
Category I* Qualified Institutional Buyers as defined in SEBI (Issue of Capital and
Disclosure Requirements) Regulation, 2009 as amended including:
 Public Financial Institutions, scheduled commercial banks,
multilateral and bilateral development financial institutions, state
industrial development corporations, which are authorised to
invest in the Bonds;
 Provident funds and pension funds with minimum corpus of ` 25
crores, which are authorised to invest in the Bonds;
 Insurance companies registered with the IRDA;
 Foreign Portfolio Investors (“FPI”), Foreign Institutional
Investors (“FII”) and sub-accounts (other than a sub account
which is a foreign corporate or foreign individual), Qualified
Foreign Investors (“QFIs”), not being an individual, registered
with SEBI; **
 National Investment Fund (set up by resolution no. F. No.
2/3/2005-DDII dated November 23, 2005 of the GoI and
published in the Gazette of India);
 Insurance funds set up and managed by the army, navy or air force
of the Union of India or set up and managed by the Department of
Posts, India;
 Mutual funds registered with SEBI; and
 Alternative Investment Funds, subject to investment conditions
applicable to them under the Securities and Exchange Board of
India (Alternative Investment Funds) Regulations, 2012.

* The MCA has, through its circular (General Circular No. 06/2015) dated April 9,
2015, clarified that companies investing in tax-free bonds wherein the effective yield

4
Term Description
on the bonds is greater than the prevailing yield of one year, three year, five year or
ten year Government Security closest to the tenor of the loan, there is no violation of
sub-section (7) of Section 186 of the Companies Act, 2013.
** Please refer to section titled “Risk Factors – Our Company will be unable to
redeem or buy back the Bonds issued to FPIs, QFIs, FIIs (together “RFPIs”) in the
event that listing of the Bonds on the BSE is not completed within 15 days of the
issuance” on Page 44.

Category II*  Companies within the meaning of section 2(20) of the Companies
Act, 2013*;
 Statutory bodies/corporations*;
 Cooperative banks;
 Public/ private/ religious/charitable trusts;
 Limited liability partnerships formed and registered under the
provisions of the Limited Liability Partnership Act, 2008;
 Societies in India registered under law and eligible to invest in Bonds;
 Regional rural banks;
 Partnership firms in the name of partners; and
 Any other foreign/ domestic legal entities/ persons as may be
permissible under the CBDT Notification and authorised to invest in
the Bonds in terms of applicable laws.**

* The MCA has, through its circular (General Circular No. 06/2015) dated April 9,
2015, clarified that for companies investing in tax-free bonds wherein the effective
yield on the bonds is greater than the prevailing yield of one year, three year, five year
or ten year Government Security closest to the tenor of the loan, there is no violation
of sub-section (7) of Section 186 of the Companies Act, 2013.
** Please refer to section titled “Risk Factors – Our Company will be unable to
redeem or buy back the Bonds issued to FPIs, QFIs, FIIs (together “RFPIs”) in the
event that listing of the Bonds on the BSE is not completed within 15 days of the
issuance” on Page 44.
Category III The following Investors applying for an amount aggregating to above ` 10
lakhs across all Series of Bonds in each Tranche Issue:

 Resident Indian individuals;


 QFIs and FPIs being individuals;*
 Eligible NRIs on a repatriation or non – repatriation basis; and
 Hindu Undivided Families (“HUF”) through the Karta.
*Please refer to section titled “Risk Factors – Our Company will be unable to
redeem or buy back the Bonds issued to FPIs, QFIs, FIIs (together “RFPIs”) in the
event that listing of the Bonds on the BSE is not completed within 15 days of the
issuance” on Page 44.
Category IV The following Investors applying for an amount aggregating to up to and
including ` 10 lakhs across all Series of Bonds in each Tranche Issue:

 Resident Indian individuals;


 QFIs and FPIs being individuals;*
 Eligible NRIs on a repatriation or non – repatriation basis; and
 Hindu Undivided Families through the Karta.

*Please refer to section titled “Risk Factors – Our Company will be unable to
redeem or buy back the Bonds issued to FPIs, QFIs, FIIs (together “RFPIs”) in the
event that listing of the Bonds on the BSE is not completed within 15 days of the
issuance” on Page 44.
CBDT Notification Notification No. 59/2015, dated July 6, 2015 issued by the Central Board
of Direct Taxes, Department of Revenue, Ministry of Finance,
Government of India.
Consolidated Bond Certificate A single consolidated certificate issued by the Issuer to the Debenture
Trustee for the benefit of the Bondholder(s) for the aggregate amount of
the Bonds in each Series that are Allotted to them in physical form under

5
Term Description
each Tranche Issue(s) or rematerialized and held by them.
Consortium Agreement Consortium Agreement dated [●] entered amongst our Company and the
Consortium Members for the Issue.
Consortium Members For the present Issue, in addition to the Lead Managers, it includes A.K.
Stockmart Private Limited and Edelweiss Securities Limited and [●].
Credit Rating Agencies For the present Issue, the credit rating agencies, being CRISIL, ICRA and
CARE.
CRISIL CRISIL Limited.
Debenture Trustee Agreement The agreement dated August 28, 2015 entered into between the Debenture
Trustee and our Company.
Debenture Trust Deed The trust deed to be entered into between the Debenture Trustee and our
Company within three months from the Issue Closing Date.
Debenture Trustee/ Trustee Debenture Trustee for the Bondholders, in this case being Milestone
Trusteeship Services Private Limited.
Debt Application Circular Circular no. CIR/IMD/DF – 1/20/ 2012 issued by SEBI on July 27, 2012.
Debt Listing Agreement The Listing Agreement entered into between our Company and the
relevant stock exchange(s) in connection with the listing of the debt
securities of our Company.
Deemed Date of Allotment The date on which the Board of Directors or the duly constituted
committee approves the Allotment of the Bonds for each Tranche Issue or
such date as may be determined by the Board of Directors or the duly
constituted committee and notified to the Designated Stock Exchange. The
actual Allotment of Bonds may take place on a date other than the Deemed
Date of Allotment. All benefits relating to the Bonds including interest on
Bonds (as specified for each Tranche Issue by way of the relevant Tranche
Prospectus) shall be available to the Bondholders from the Deemed Date
of Allotment.
Demographic Details The demographic details of an Applicant, such as his address, occupation,
bank account details, Category, PAN for printing on refund orders which
are based on the details provided by the Applicant in the Application
Form.
Designated Branches Such branches of the SCSBs which shall collect the ASBA Applications
and a list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries or at such other website as may be prescribed by SEBI from
time to time.
Designated Date The date on which Application Amounts are transferred from the Escrow
Accounts and Non-Resident Escrow Accounts to the Public Issue
Accounts, Non-Resident Public Issue Accounts or the Refund Account, as
appropriate and the Registrar to the Issue issues instruction to SCSBs for
transfer of funds from the ASBA Accounts to the Public Issue Account(s)
or Non Resident Public Issue Accounts following which the Board shall
Allot the Bonds to the successful Applicants, provided that the sums
received in respect of the Issue will be kept in the Escrow Accounts and
Non Resident Escrow Accounts up to this date.
Designated Stock Exchange BSE.
Direct Online Application The application made using an online interface enabling direct application
by investors to a public issue of their debt securities with an online
payment facility through a recognized stock exchange .This facility is
available only for demat account holders who wish to hold the Bonds
pursuant to the Issue in dematerialized form.
Draft Shelf Prospectus The Draft Shelf Prospectus dated September 10, 2015 filed by our
Company with the Designated Stock Exchange for receiving public
comments, in accordance with the provisions of the SEBI Debt
Regulations.
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make
an offer or invitation under the Issue (and where an offer or invitation
under the Issue to such QFIs would not constitute, under applicable laws

6
Term Description
in such jurisdictions, an offer to the public generally to subscribe for or
otherwise acquire the Bonds) and who have opened demat accounts with
SEBI registered Qualified Depository Participants.
Equity Listing Agreement The agreement entered into between our Company and each Stock
Exchange in relation to listing of the equity shares on the Stock
Exchange(s).
Escrow Accounts Accounts opened with the Escrow Collection Bank(s) into which the
Members of the Syndicate and the Trading Members, as the case may be,
will deposit Application Amounts from resident non-ASBA Applicants,
in terms of the Shelf Prospectus, relevant Tranche Prospectus and the
Escrow Agreement.
Escrow Agreement Agreement dated [●] entered into amongst our Company, the Registrar to
the Issue, the Lead Managers and the Escrow Collection Banks for
collection of the Application Amounts from non-ASBA Applicants and
where applicable, refunds of the amounts collected from the Applicants on
the terms and conditions thereof.
FII Foreign Institutional Investor (as defined under the SEBI (Foreign
Institutional Investors) Regulations, 1995), registered with the SEBI under
applicable laws in India which term shall include the Foreign Portfolio
Investors as defined under the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2014, as registered with SEBI.
FPI Foreign Portfolio Investor as defined under the Securities and Exchange
Board of India (Foreign Portfolio Investors) Regulations, 2014, as
amended
ICRA ICRA Limited.
Interest Payment Date Interest Payment Date as specified in the relevant Tranche Prospectus
for the relevant Tranche Issue.
Issue Public issue by our Company of tax free bonds of face value of ` [●] each,
in the nature of secured, redeemable, non-convertible debentures having
benefits under Section 10(15)(iv)(h) of the Income Tax Act, aggregating up
to ` 700 crores.
Issue Closing Date Issue Closing Date as specified in the relevant Tranche Prospectus for
the relevant Tranche Issue.
Issue Opening Date Issue Opening Date as specified in the relevant Tranche Prospectus for the
relevant Tranche Issue.
Issue Period The period between the Issue Opening Date and the Issue Closing Date
inclusive of both days, during which prospective Applicants may submit
their Application Forms.
Lead Managers/ LMs Edelweiss Financial Services Limited, A.K. Capital Services Limited, RR
Investors Capital Services Pvt. Ltd., Karvy Investor Services Limited.
Market Lot One Bond.
Members of the Syndicate Collectively, the Lead Managers, the Consortium Members (for the
purpose of marketing of the Issue), sub-consortium members, brokers and
sub – brokers registered with the sub-consortium members.
Non Resident Escrow Accounts Accounts opened with the Escrow Collection Bank(s) into which the
Members of the Syndicate and the Trading Members, as the case may be,
will deposit Application Amounts from non-resident non-ASBA
Applicants, in terms of the Draft Shelf Prospectus, Shelf Prospectus,
relevant Tranche Prospectus and the Escrow Agreement.
Non Resident Public Issue An account opened with the Banker(s) to the Issue to receive monies from the
Account Non Resident Escrow Accounts for the Issue and/ or the SCSBs on the
Designated Date.
NSE National Stock Exchange of India Limited.
Overseas Corporate Body/ A company, partnership firm, society and other corporate body owned
OCB(s) directly or indirectly to the extent of at least sixty percent by Non-Resident
Indian and includes overseas trust in which not less than sixty percent
beneficial interest is held by Non-Resident Indian(s) directly or indirectly
but irrevocably and which was in existence on the date of commencement

7
Term Description
of the Foreign Exchange Management (Withdrawal of General Permission
to Overseas Corporate Bodies (OCBs) Regulations, 2003) (the
Regulations) and immediately prior to such commencement was eligible
to undertake transactions pursuant to the general permission granted under
the Regulations. The OCBs are not permitted to invest in the Issue.
Public Issue Account An account opened with the Banker(s) to the Issue to receive monies from the
Escrow Accounts for the Issue and/ or the SCSBs on the Designated Date.
QFIs or Qualified Foreign Investor Person, who is not resident in India, other than SEBI registered FIIs or sub-
accounts or SEBI registered FVCIs, who meet ‘Know Your Client’
requirements prescribed by SEBI and are resident in a country which is (i) a
member of Financial Action Task Force or a member of a group which is a
member of Financial Action Task Force; and (ii) a signatory to the
International Organisation of Securities Commission’s Multilateral
Memorandum of Understanding or a signatory of a bilateral memorandum of
understanding with SEBI.
Qualified Foreign Investors Depository Participant for Qualified Foreign Investors
Depository Participant or QFIs DP
Record Date 15 (fifteen) days prior to the relevant interest payment date, relevant
Redemption Date for Bonds issued under the relevant Tranche Prospectus.
In the event the Record Date falls on second Saturday or fourth Saturday
or Sunday or a public holiday in India, the succeeding Working Day will
be considered as the Record Date.
Redemption Amount In respect of Bonds Allotted to a Bondholder, the face value of the Bonds
along with any interest at the applicable interest/coupon rate that may have
accrued as on the Redemption Date.
Redemption Date The date on which our Company is liable to redeem the Bonds in full as
specified in the relevant Tranche Prospectus(es).
Reference G Sec Rate The average of the base yield of G – sec for equivalent maturity reported
by the Fixed Money Market and Derivative Association of India on a daily
basis (working day) prevailing for two weeks ending on Friday
immediately preceding the filing of the Tranche Prospectuses with the
Designated Stock Exchange and the RoC.
Refund Account The account opened with the Refund Bank(s), from which refunds, if any,
of the whole or part of the Application Amount shall be made (excluding
all Application Amounts received from ASBA Applicants).
Refund Banks As specified in the relevant Tranche Prospectus.
Register of Bondholders The Register of Bondholders maintained by the Issuer in accordance with
the provisions of the Companies Act, 2013 and as more particularly
detailed in the section titled “Terms of the Issue – Register of
Bondholders” on page 239.
Registrar to the Issue/ Registrar Bigshare Services Private Limited
Registrar Agreement Agreement dated September 2, 2015 entered into between our Company
and the Registrar to the Issue, in relation to the responsibilities and
obligations of the Registrar to the Issue pertaining to the Issue.
RFPI FII, FPI and QFI collectively
Security The security for the Bonds proposed to be issued, being a charge on the
book debts of our Company by a first pari passu, and/ or any other
security, movable or immovable property pursuant to the terms of the
Debenture Trust Deed, to be created within three months of Deemed Date
of Allotment, in accordance with the SEBI Debt Regulations and
Companies Act, 2013.
“Self Certified Syndicate Banks” The banks which are registered with SEBI under the Securities and
or “SCSBs” Exchange Board of India (Bankers to an Issue) Regulations, 1994 and
offer services in relation to ASBA, including blocking of an ASBA
Account, a list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries or at such other website as may be prescribed by SEBI from
time to time.

8
Term Description
Series of Bonds A series of Bonds which are identical in all respects including, but not
limited to terms and conditions, listing and ISIN number (in the event that
Bonds in a single Series of Bonds carry the same coupon rate) and as
further referred to as an individual Series of Bonds in the relevant Tranche
Prospectus.
Shelf Limit The aggregate limit of the Issue, being ` 700 crores to be issued under this
Draft Shelf Prospectus, through one or more Tranche Issues, which limit
may be enhanced by the Government (i.e. Central Board of Direct Taxes)
from time to time.
Shelf Prospectus The Shelf Prospectus dated [●] shall be filed by our Company with the
SEBI, BSE and the RoC in accordance with the provisions of the
Companies Act, 2013 and the SEBI Debt Regulations.
Stock Exchanges BSE Limited and NSE
Syndicate ASBA Application Application centers at Mumbai, Chennai, Kolkata, Delhi, Ahmedabad,
Locations Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodra and Surat.
Syndicate SCSB Branches In relation to ASBA Applications submitted to a Member of the Syndicate,
such branches of the SCSBs at the Syndicate ASBA Application Locations
named by the SCSBs to receive deposits of the Application Forms from
the members of the Syndicate, and a list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries or at such other website as may be prescribed by SEBI from
time to time.
“Transaction Registration Slip” The acknowledgement slip or document issued by any of the Members of
or “TRS” the Syndicate, the SCSBs, or the Trading Members as the case may be, to
an Applicant upon demand as proof of registration of his application for
the Bonds.
Trading Members Intermediaries registered with a Broker or a Sub-Broker under the SEBI
(Stock Brokers and Sub-Brokers) Regulations, 1992 and/or with the Stock
Exchanges under the applicable byelaws, rules, regulations, guidelines,
circulars issued by Stock Exchanges from time to time and duly registered
with the Stock Exchanges for collection and electronic upload of
Application Forms on the electronic application platform provided by
Stock Exchanges
Tranche Issue Issue of the Bonds pursuant to the respective Tranche Prospectus(es).
Tranche Prospectus The Tranche Prospectus containing the details of Bonds including
interest, other terms and conditions, recent developments, general
information, objects, procedure for application, statement of tax benefits,
regulatory and statutory disclosures and material contracts and
documents for inspection, in respect of the relevant Tranche Issue.
Tripartite Agreements Tripartite agreement dated September 4, 2015 among our Company, the
Registrar and CDSL and tripartite agreement dated September 7, 2015
among our Company, the Registrar and NSDL.
Working Days Days other than a Sunday or a public holiday in Delhi or Mumbai on which
commercial banks are open for business, except with reference to Issue
Period and Record Date, where working day shall mean all days,
excluding Saturdays, Sundays and public holidays in Delhi or Mumbai, on
which commercial banks are open for business.

Conventional and general terms or abbreviation

Term/Abbreviation Description/ Full Form


` or Rupees or ` or Indian
Rupees or INR The lawful currency of India.
AGM Annual General Meeting.
AS Accounting Standards issued by Institute of Chartered Accountants of India.
ASBA Application Supported by Blocked Amount.
CAGR Compounded Annual Growth Rate.
CBDT Central Board of Direct Taxes, Department of Revenue, MoF.

9
Term/Abbreviation Description/ Full Form
CDR Corporate Debt Restructuring
CDSL Central Depository Services (India) Limited.
CEIC Census Economic Information Centre
Companies Act/ Act Companies Act, 1956, as amended.
Companies Act, 2013 The Companies Act, 2013 (18 of 2013), to the extent notifed by the MCA
and in force as on the date of this Draft Shelf Prospectus
CPI Consumer Price Index.
CPSE ETF Exchange Traded Fund of select central public sector enterprises,
launched as a mutual fund scheme.
CRAR Capital to Risk-Weighted Assets Ratio.
CSR Corporate Social Responsibility.
ESOP Employee Stock Option Scheme
Depositories Act Depositories Act, 1996.
Depository(ies) CDSL and NSDL.
DIN Director Identification Number.
DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996.
DRR Debenture Redemption Reserve.
DTC Direct Tax Code.
FCNR Account Foreign Currency Non Resident Account.
FDI Foreign Direct Investment.
FEMA Foreign Exchange Management Act, 1999.
FIMMDA Fixed Income Money Market and Derivative Association of India.
Financial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular year.
FIR First Information Report.
GDP Gross Domestic Product.
GoI or Government Government of India.
HNI High Networth Individual.
HUF Hindu Undivided Family.
IAS Indian Administrative Service.
ICAI Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
IMF International Monetary Fund
Income Tax Act Income Tax Act, 1961.
India Republic of India.
Indian GAAP Generally Accepted Accounting Principles followed in India.
IRDA Insurance Regulatory and Development Authority.
ISTS Inter State Transmission System
IT Information Technology.
JV Joint Venture
LIBOR London Inter-Bank Offered Rate.
MCA Ministry of Corporate Affairs, GoI.
MoF Ministry of Finance, GoI.
MoP Ministry of Power, GoI.
NBFC Non Banking Financial Company, as defined under applicable RBI
guidelines.
NECS National Electronic Clearing System.
NEFT National Electronic Fund Transfer.
NHPC National Hydro-Electric Power Corporation Limited.
NPCIL Nuclear Power Corporation of India Limited.
NPEL National Power Exchange Limited.
NRI or “Non-Resident” A person resident outside India, as defined under the FEMA.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
NTPC National Thermal Power Corporation.
p.a. Per annum.
PAN Permanent Account Number.
PAT Profit After Tax.

10
Term/Abbreviation Description/ Full Form
PCG Partial Credit Enhancement Guarantee.
PECAP Power Equity Capital Advisors Private Limited.
PESB Public Enterprises Selection Board.
PFCCAS PFC Capital Advisory Services Limited.
PFCCL Power Finance Corporation Consulting Limited.
PFCGEL PFC Green Energy Limited.
PFI Public Financial Institution, as defined under Section 2(72) of the
Companies Act, 2013
PGCIL Power Grid Corporation of India Limited.
PPP Public Private Partnership.
PTC PTC India Limited.
PXIL Power Exchange India Limited.
RBI Reserve Bank of India.
RBI Act Reserve Bank of India Act, 1934 as amended.
RTGS Real Time Gross Settlement.
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992 as amended.
SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 as amended.
USAID United States Agency for Internationsl Development
WPI Wholesale Price Index

Business/ Industry related terms

Term/Abbreviation Description/ Full Form


ADB Asian Development Bank.
ALCO Asset Liability Management Committee.
APDP Accelerated Power Development Program.
APDRP Accelerated Power Development Reform Program.
AT&C Aggregated Technical and Commercial.
CDM Clean Development Mechanism
CEA Central Electricity Authority.
CERC Central Electricity Regulatory Commission
DPE Department of Public Enterprises, GoI.
ECBs External Commercial Borrowing.
FCNR Foreign Currency Non-Resident.
IFC Infrastructure Finance Company
IPP Independent Power Producer
IRM Integrated Enterprise wide Risk Management.
ISO International Organization for Standardization.
ITP Independent Transmission Projects.
LIC Life Insurance Corporation of India
MNRE Ministry of New and Renewable Energy.
MoU Memorandum of Understanding.
NPAs Non-Performing Assets.
PSU Public Sector Undertaking.
R-APDRP Restructured Accelerated Power Development and Reform Programs.
SEB State Electricity Boards.
SERC State Electricity Regulatory Commission.
SLR Statutory Liquidity Ratio
SPU State Power Utilities.
SPV Special Purpose Vehicle.
STL Short Term Loan.
TRA Trust and Retention Account.
UMPP Ultra Mega Power Projects.
UTI Unit Trust of India
WCDL Working Capital Demand Loan.

11
Term/Abbreviation Description/ Full Form
Yield Ratio of interest income to the daily average of interest earning assets.

Notwithstanding anything contained herein, capitalised terms that have been defined in the sections titled “Capital
Structure”, “Regulations and Policies”, “History and Certain Corporate Matters”, “Statement of Tax Benefits”,
“Our Management”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments” and
“Issue Procedure” on pages 86, 137, 146, 96, 156, 170, 200 and 252 respectively will have the meanings ascribed
to them in such sections.

12
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Draft Shelf Prospectus to “India” are to the Republic of India and its territories and
possessions.

Financial Data

Unless stated otherwise, the financial data in this Draft Shelf Prospectus is derived from our audited standalone
financial statements, prepared in accordance with Indian GAAP and the applicable Companies Act for the fiscals
2015, 2014, 2013, 2012 and 2011. All decimals have been rounded off to two decimal points. The audits for the
financial year ended March 31, 2015 and March 31, 2014 were conducted jointly by M/s N.K. Bhargava & Co.,
Chartered Accountants and M/s K.B. Chandna & Co., Chartered Accountants, for the year ended March 31, 2013
and March 31, 2012 were conducted jointly by M/s Raj Har Gopal & Co., Chartered Accountants and M/s N.K.
Bhargava & Co., Chartered Accountants, and for the year ended March 31, 2011 were conducted by M/s Raj Har
Gopal & Co., Chartered Accountants jointly with M/s Mehra Goel & Co., Chartered Accountants.

The financial year of our Company commences on April 1 and ends on March 31 of the next year, so all references
to particular “Financial year”, “Fiscal year” and “Fiscal” or “FY”, unless stated otherwise, are to the 12 months
period commencing on April 1 of the immediately preceding calendar year and ended on March 31 of that year.
The degree to which the Indian GAAP financial statements included in this Draft Shelf Prospectus will provide
meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting practices.
Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in
this Draft Shelf Prospectus should accordingly be limited.

Currency and Unit of Presentation

In this Draft Shelf Prospectus, references to “₹”, “Indian Rupees”, “INR” and “Rupees” are to the legal currency
of India, references to “US$”, “USD”, and “U.S. dollars” are to the legal currency of the United States of America,
references to “Yen”, “JPY” and “¥” are to the legal currency of Japan, references to “DM” are to the erstwhile
legal currency of Germany, references to “FRF” are to the erstwhile legal currency of France and references to
“Euro” or “€ “ or “EUR” are to the Euro, the single currency of the participating member states in the third stage
of the European Economic and Monetary Union of the Treaty establishing the European Community, as amended
from time to time. Except as stated expressly, for the purposes of this Draft Shelf Prospectus, data will be given
in ₹ in crores.

Industry and Market Data

Any industry and market data used in this Draft Shelf Prospectus consists of estimates based on data reports
compiled by Government bodies, professional organizations and analysts, data from other external sources
available in the public domain and knowledge of the markets in which we compete. These publications generally
state that the information contained therein has been obtained from publicly available documents from various
sources believed to be reliable, but it has not been independently verified by us, its accuracy and completeness is
not guaranteed and its reliability cannot be assured. Although we believe that the industry and market data used
in this Draft Shelf Prospectus is reliable, it has not been independently verified by us. The data used in these
sources may have been reclassified by us for purposes of presentation. Data from these sources may also not be
comparable. The extent to which the industry and market data presented in this Draft Shelf Prospectus is
meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling
such data. There are no standard data gathering methodologies in the industry in which we conduct our business
and methodologies and assumptions may vary widely among different market and industry sources.

Exchange Rates

The exchange rates (in ₹) of the USD, JPY and Euro as for last 5 years are provided below:

Currency March 31, 2015 March 31, 2014 March 31, 2013** March 31, 2012* March 31, 2011
USD 63.06 60.49 54.80 51.5300 45.1400
JPY 0.5263 0.5903 0.5847 0.6318 0.5484

13
Currency March 31, 2015 March 31, 2014 March 31, 2013** March 31, 2012* March 31, 2011
EURO 68.42 83.48 70.28 69.0500 63.9900
(Source: SBI TT Selling rates)
*
March 31, 2012 was a trading holiday; hence exchange rates for the last working day of March, 2012, i.e.,
March 30, 2012 have been used

** March 31, 2013 and March 30, 2013 were Sunday and Saturday, respectively, and March 29 was a holiday;
hence, exchange rates for the last working day of March, i.e., March 28, 2013 have been used.

Further, in case of specific provision in the loan agreement for a rate other than the SBI TT selling rate, the rate
has been taken as prescribed as in the respective loan agreement.

In this Draft Shelf Prospectus, any discrepancy in any table between total and the sum of the amounts listed are
due to rounding off.

14
FORWARD-LOOKING STATEMENTS

Certain statements contained in this Draft Shelf Prospectus that are not statements of historical fact constitute
“forward-looking statements”. Investors can generally identify forward-looking statements by terminology such
as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”,
“potential”, “project”, “pursue”, “shall”, “seek”, “should”, “will”, “would”, or other words or phrases of similar
import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking
statements. All statements regarding our expected financial conditions, results of operations, business plans and
prospects are forward-looking statements. These forward-looking statements include statements as to our business
strategy, revenue and profitability, new business and other matters discussed in this Draft Shelf Prospectus that
are not historical facts. All forward-looking statements are subject to risks, uncertainties and assumptions about
us that could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement. Important factors that could cause actual results to differ materially from our expectations include,
among others:

 our ability to manage our credit quality;


 interest rates and inflation in India;
 inability to take advantage of certain tax benefits or if there are adverse changes to the tax regime in the
future;
 volatility in interest rates for our lending and investment operations as well as the rates at which our
Company borrows from banks/financial institution;
 growth prospects of the Indian power sector and related policy developments;
 changes in the demand and supply scenario in the power sector in India;
 general, political, economic, social and business conditions in Indian and other global markets;
 our ability to successfully implement our strategy, growth and expansion plans;
 competition in the Indian and international markets;
 availability of adequate debt and equity financing at commercially acceptable terms;
 performance of the Indian debt and equity markets;
 our ability to comply with certain specific conditions prescribed by the GoI in relation to our business
changes in laws and regulations applicable to companies in India, including foreign exchange control
regulations in India; and
 other factors discussed in this Draft Shelf Prospectus, including under the section titled “Risk Factors” on
page 16.

Additional factors that could cause actual results, performance or achievements to differ materially include, but
are not limited to, those discussed in the section titled “Our Business” and “Outstanding Litigation and Material
Developments” on page 112 and 200 respectively of the Draft Shelf Prospectus. The forward-looking statements
contained in this Draft Shelf Prospectus are based on the beliefs of management, as well as the assumptions made
by, and information currently available to management. Although our Company believes that the expectations
reflected in such forward-looking statements are reasonable as of the date of this Prospectus, our Company cannot
assure investors that such expectations will prove to be correct. Given these uncertainties, investors are cautioned
not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialize,
or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition
could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent
forward-looking statements attributable to us are expressly qualified in their entirety by reference to these
cautionary statements.

15
SECTION II-RISK FACTORS

Prospective investors should carefully consider all the information in this Draft Shelf Prospectus, including the
risks and uncertainties described below, and under the section titled “Our Business” on page 112 and under
“Financial Statements” in Annexure A of this Draft Shelf Prospectus, before making an investment in the Bonds.
The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks
and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect
on our business prospects, results of operations and financial condition. If any of the following or any other risks
actually occur, our business prospects, results of operations and financial condition could be adversely affected
and the price of and the value of your investment in the Bonds could decline and you may lose all or part of your
redemption amounts and/ or interest amounts.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed
below. However, there are certain risk factors where the effect is not quantifiable and hence has not been
disclosed in the below risk factors. The numbering of risk factors has been done to facilitate ease of reading and
reference, and does not in any manner indicate the importance of one risk factor over another.

In this section, unless the context otherwise requires, a reference to the “Company”, “we”, “us”, and “our” is
a reference to Power Finance Corporation Limited. Unless otherwise specifically stated in this section, financial
information included in this section have been derived from our standalone financial statements for Fiscal 2011,
2012, 2013, 2014 and 2015.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

1. We have a significant concentration of outstanding loans to certain borrowers, particularly public


sector power utilities, many of which are historically loss-making, and if these loans become non-
performing, the quality of our asset portfolio may be adversely affected.

We are a Public Financial Institutions (“PFI”) focused on financing of the power sector in India, which
has a limited number of borrowers, primarily comprising of state power utilities (“SPUs”) and state
electricity boards (“SEBs”), many of which have been historically loss making. Our past exposure has
been, and future exposure is expected to be, concentrated towards these borrowers. As of March 31,
2015, our State sector, Central sector, joint sector and private sector borrowers accounted for 68.76%,
8.23%, 6.40% and 16.60% respectively, of our total outstanding loans. Historically, SPUs or SEBs have
had a relatively weak financial position and have in the past defaulted on their indebtedness.
Consequently, we have had to restructure some of the loans sanctioned to certain SPUs and SEBs,
including rescheduling of repayment terms. In addition, many of our public sector borrowers,
particularly SPUs, are susceptible to various operational risks including low metering at the distribution
transformer level, high revenue gap, high receivables, low plant load factors and high AT&C losses,
which may lead to further deterioration in the financial condition of such entities.

As of March 31, 2015, our single largest borrower accounted for 7.93% (` 17,211.57 crores) of our total
outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate, 27.09% (`
58,789.94 crores) and 43.29% (` 93,958.46 crores), respectively, of our total outstanding loans
amounting to ` 2,17,042.22 crores. In addition, we have additional exposure to these borrowers in the
form of non-fund based assistance. Our most significant borrowers are primarily public sector power
utilities. Any negative trends, or financial difficulties, or inability on the part of such borrowers to
manage operational, industry, and other risks applicable to such borrowers, could result in an increase
in our non-performing assets (“NPAs”) and adversely affect our business, financial condition and results
of operations.

2. We may not be able to recover, or there may be a delay in recovering, the expected value from security
and collaterals for our loans, which may affect our financial condition.

Although we endeavour to obtain adequate security or implement quasi-security arrangements in


connection with our loans, we have not obtained such security or collateral for all our loans. In addition,
in connection with certain of our loans, we have been able to obtain only partial security or have made
disbursements prior to adequate security being created or perfected. There can be no assurance that any
security or collateral that we have obtained will be adequate to cover repayment of our loans or interest
payments thereon or that we will be able to recover the expected value of such security or collateral in a

16
timely manner, or recover at all. As of March 31, 2015, 64.92% of the Issuer’s outstanding loans were
secured, 12.08% were unsecured (but guaranteed by the state government), and 23.01% were unsecured.

Our loans are typically secured by various movable and immovable assets and/ or other collaterals. We
generally seek a first ranking pari passu charge on the relevant project assets for loans extended on a
senior basis, while for loans extended on a subordinated basis we generally seek to have a second pari
passu charge on the relevant project assets. In addition, some of our loans may relate to imperfect security
packages or negative liens provided by our borrowers. The value of certain kinds of assets may decline
due to operational risks that are inherent to power sector projects, the nature of the asset secured in our
favour, and any adverse market or economic conditions in India or globally. The value of the security or
collateral obtained may also decline due to an imperfection in the title or difficulty in locating movable
assets. Although some parts of legislations in India provide for various rights of creditors for the effective
realization of collateral in the event of default, there can be no assurance that we will be able to enforce
such rights in a timely manner, or enforce them at all. There could be delays in implementing bankruptcy
or foreclosure proceedings. Further, inadequate security documentation or imperfection in title to
security or collateral, requirement of regulatory approvals for enforcement of security or collateral, or
fraudulent transfers by borrowers may cause delays in enforcing such securities. Furthermore, in the
event that any specialised regulatory agency assumes jurisdiction over a defaulting borrower, actions on
behalf of creditors may be further delayed.

Certain of our loans have been granted as part of a syndicate, and joint recovery action implemented by
a consortium of lenders may be susceptible to delay or not favourable to us. In this regard, RBI has also
developed a corporate debt restructuring (“CDR”) process to enable timely and transparent debt
restructuring of corporate entities. The CDR process is a voluntary non-statutory system based on debtor-
creditor agreement and inter-creditor agreement. If 75% of creditors by value and 60% of the creditors
by number agree to a restructuring package of an existing debt (i.e. an outstanding debt), the agreement
is also binding on the remaining creditors. The CDR mechanism covers multiple banking accounts and
syndication/consortium accounts where all banks and institutions together have an outstanding aggregate
exposure of ` 10 crores and above. As of the date of this Draft Shelf Prospectus, we are not a member
of the CDR process.

In February 2014, RBI has framed guidelines on revitalising distressed assets applicable to lending under
consortium arrangements and multiple banking arrangements which has also been made applicable to
NBFCs. Under these guidelines, the lenders are required to identify incipient stress, before a loan account
turns into non-performing asset and mandatorily refer it to Joint Lenders Forum (“JLF”) mechanism for
taking corrective action plan. These guidelines are applicable, if fund-based and non-fund-based
aggregate exposure in a loan is ` 100 crores and above and where the principal and interest are overdue
between 61 and 180 days. The corrective action plan may include rectification (specific commitment
from borrower to regularise the loan account so that the loan account does not slip into non-performing
asset), restructuring viable loan account or initiating recovery process. Corrective action plan agreed
upon by a minimum of 75% of creditors by value and 60% of the creditors by number in a JLF would
be binding on all lender members of JLF, who have signed inter-creditor agreement under JLF
mechanism. Any lender member who has agreed to the restructuring package and has signed inter-
creditor agreement, but changes its stance or refuses / delays implementing the restructuring package is
subjected to accelerated provisioning on the loan account. If lenders fail to convene JLF or fail to agree
upon a common corrective action plan within the time stipulated in the RBI guidelines, the loan account
will attract accelerated provisioning. Our Company has agreed to abide by the RBI guidelines on JLF
mechanism.

In circumstances where other lenders with such exposure / loan account by value and number and are
entitled to determine corrective action plan for any of our borrowers, we may be required by such other
lenders to agree to such corrective action plan, irrespective of our preferred mode of settlement of our
loan to such borrower or subject our loan account to accelerated provisioning. Furthermore, with respect
to any loans made as part of a consortium arrangement and multiple banking arrangement, a majority of
the relevant lenders may elect to pursue a course of action that may not be favourable to us. Any such
corrective action plan / accelerated provisioning could lead to an unexpected loss that could adversely
affect our business, financial condition or results of operations.

17
3. With power sector financing industry becoming increasingly competitive, our growth will depend on
our ability to maintain a low effective cost of funds; inability to do so could have a material adverse
effect on our business, financial condition and results of operations

Our ability to compete effectively is dependent on our timely access to capital, the costs associated with
raising capital and our ability to maintain a low effective cost of funds in the future that is comparable
or lower than that of our competitors. Many of our competitors have greater and cheaper resources than
us. Competition in our industry depends on, among other things, the ongoing evolution of Government
policies relating to the industry, the entry of new participants into the industry and the extent to which
there is consolidation among banks and financial institutions in India. Our primary competitors are public
sector infrastructure finance companies, public sector banks, private banks (including foreign banks),
financial institutions and other NBFCs. As a Government owned NBFC, loans made by us to Central
and state entities in the power sector are currently exempt from the RBI's prudential lending (exposure)
norms that are applicable to other non-Government owned NBFCs. Our borrowing costs have been
competitive in the past initially due to the sizeable equity contribution by the GoI as a 100% owner, the
availability of tax-free bonds, SLR bonds and loans guaranteed by the GoI and subsequently as a result
of our strong credit ratings.

Following a general decrease in the level of direct and indirect financial support by the GoI to us in
recent years, we are fundamentally dependent upon funding from the equity and debt markets and
commercial borrowing and are particularly vulnerable in this regard given the growth of our business.
The market for such funds is competitive and there can be no assurance that we will be able to obtain
funds on acceptable terms, or obtain funds at all. Many of our competitors have greater and cheaper
sources of funding. Furthermore, many of our competitors may have larger resources or greater balance
sheet strength than us and may have considerable financing resources. In addition, since we are a non-
deposit taking NBFC, we may have restricted access to funds in comparison to banks and deposit taking
NBFCs. While we have generally been able to pass any increased cost of funds onto our customers, we
may not be able to do so in the future. If our financial products are not competitively priced, there is a
risk of our borrowers raising loans from other lenders and in the case of financially stronger SPUs and
SEBs and private sector borrowers, there is a risk of their raising funds directly from the market. Our
ability to raise capital also depends on our ability to maintain our credit ratings in order to access various
cost competitive funding options.

We are also dependent on our classification as an IFC which enables us, among other things, to diversify
our borrowing through the issuance of Rupee-denominated infrastructure bonds to bondholders as and
when such schemes are notified by the GoI and to raise, under the automatic route (without the prior
approval of the RBI), ECBs of up to USD 750 million or its equivalent each Fiscal year, subject to the
aggregate outstanding ECBs not exceeding 75% of our owned funds including outstanding foreign
currency borrowing. In addition, adverse developments in economic and financial markets or the lack of
liquidity in financial markets could make it difficult for us to access funds at competitive rates.

If we are not able to maintain a low effective cost of funds, we may not be able to implement our growth
strategy, competitively price our loans and, consequently, we may not be able to maintain the
profitability or growth of our business, which could have a material adverse effect on our business,
financial condition and results of operations.

4. Inability to develop or implement effective risk management policies and procedures could expose our
Company to unidentified risks or unanticipated levels of risk.

Our Company has put in place an Integrated Enterprise–wide Risk Management (“IRM”) policies and
procedures that list all risks we face, which may have an impact on profitability and business of our
Company, their root causes, existing mitigations factors and action plans for further mitigations, where
required. The risks have been prioritized and key performance indicators identified for measuring and
monitoring. A Risk Management Committee of the Board is constituted for monitoring the risks,
mitigations and implementation of action plans. Our Company has Currency Risk Management
(“CRM”) Policy and has appointed a consultant to manage risks associated with foreign currency
borrowing. Our Company has also put in place an effective Asset Liability Management System,
constituted an Asset Liability Management Committee (“ALCO”) to monitor and mitigate risks related
to liquidity and interest rate.

18
Although our Company follows various risk management policies and procedures to identify, monitor
and manage risks, there can be no assurance that such policies and procedures will be effective in
addressing all risks that our Company encounters in its business and operations or that such policies and
procedures are as comprehensive as those implemented by banks and other financial institutions. Our
Company’s risk management policies and procedures are based, among other considerations, on
historical market behaviour, information regarding borrowers, and market knowledge. Consequently,
these policies and procedures may not predict future risk exposures that could vary from or be greater
than those indicated by historical measures. In addition, information available to our Company may not
be accurate, complete, up-to-date or properly evaluated. Unexpectedly large or rapid movements or
disruptions in one or more financial markets or other unforeseen developments could have a material
adverse effect on our Company’s results of operations and financial condition. Our Company’s risk
management policies and procedures are also influenced by applicable GoI policies and regulations, and
may prove inadequate or ineffective in addressing risks that arise as a consequence of any development
in GoI policies and consequently can have an adverse effect on our Company’s business and operations.
In addition, our Company intends to continue to diversify its borrower portfolio and extend fund based
and non-fund based financial and other assistance and services to projects that represent forward and
backward linkages to the core power sector projects. These business initiatives may involve operational
and other risks that are different from those our Company currently encounters or anticipates, and there
can be no assurance that our Company will be able to effectively identify and address any additional
risks that apply to such business initiatives. Inability to develop, modify and implement effective and
dynamic risk management policies and procedures may adversely affect our Company’s growth strategy.
Management of operational, legal, and regulatory risk requires, among others, policies and procedures
to accurately record and verify transactions and events. There can be no assurance that our Company’s
policies and procedures will effectively and accurately record and verify such information. Failure of
our Company’s risk management policies and procedures or exposure to unanticipated risks could lead
to losses and adversely affect our Company’s business, financial condition and results of operations.

5. We have received a order from the RoC in relation to non-compliance with certain provisions of the
Companies Act, which if determined against us, could adversely impact our business and financial
condition.

Under Section 234 (1) of the Companies Act, 1956, the RoC issued an order on July 24, 2013 to our
Company requiring us to furnish information and/or explanation on certain issues pertaining to our
financial statements for FY 2007-08 to 2011-12, where the RoC had observed that our Company had
prima facie contravened certain provisions of the Companies Act, 1956 read with Accounting Standards
which include, inter alia, the accounts of our Company not being prepared on an accrual basis,
incomplete disclosures in the balance sheet, overstatement of profit, classification of doubtful debts as
good, not reflecting true and fair view, non-compliance with ICAI suggestions on creation of deferred
tax liability on special reserve for the period 2001-02 to 2003-04 by charging the profit and loss account
and crediting the reserve.

In addition, the RoC had asked our Company to furnish certain documents and details including details
of the issue on infrastructure bonds including the objects of raising such funds, utilization of funds raised
through the issue, unutilized amount and where such utilized amounts been invested, among others. Our
Company gave a detailed response on August 30, 2013 to the RoC order, explaining with reasons and
documents interalia that there were no contraventions of the provisions of Companies Act, 1956 or
Accounting Standards, nor are there was any wilful mistatement, the classification of the assets as
standard was in accordance with the prudential norms of our Company, non-creation of deferred tax
liability on special reserve was in line with the letter dated June 2, 2009 of the Accounting Standard
Board of the ICAI. Further, the details of issues of infrastructure bonds were also furnished in our letter
dated August 30, 2013. RoC, vide letter dated October 10, 2014 forwarded their comments to MoP on
our response and clarification, who in turn had asked for the comments of our Company, vide MoP letter
dated October 31, 2014. Our Company had furnished reply to MoP on December 12, 2014. The MoP,
vide letter dated April 27, 2015 asked our Company to place the observations of the RoC before the
Board of our Company. The Board had considered and ratified our Company’s reply dated August 30,
2013 to the RoC order. This was informed to MoP vide our Company’s letter dated June 2, 2015.
Thereafter, there was no further query or communication from RoC. For further details please refer to
the section titled “Outstanding Litigations and Material Developments” on page 200.

19
If the alleged contraventions are determined against us, our Company and its officers in default may be
subjected to fines and penalties and our officers in default may be subjected to imprisonment, in
accordance with the Companies Act, 1956, which may have a material adverse impact on the business
and financial condition of our Company.

While presently no penalties have been levied on us nor any adverse action has been taken by RoC with
respect to the alleged contraventions, we cannot assure you that such action will not be taken in the
future.

6. Risks inherent to power sector projects, particularly power generation projects, could adversely affect
our Company’s business, financial condition and results of operations.

Our Company is a financial institution focused on providing financial and other assistance and related
services to power sector projects. Power sector projects, particularly power generation projects, typically
involve long gestation periods before they become operational and involve various project-specific risks
as well as risks that are generally applicable to the power sector in India. Many of these risks applicable
to power sector projects that our Company finances are beyond our control and include:

 political, regulatory, fiscal, monetary and legal actions and policies that may adversely affect the
viability of power sector projects, including changes in any tariff regulations applicable to power
plants;
 delays in the implementation of GoI policies and initiatives;
 changes in Government and regulatory policies relating to the power sector;
 environmental concerns and environmental regulations applicable to power sector projects that,
including, for example, relevant coal mining areas being classified as “no-go” areas;
 delays in obtaining environmental clearances or land for the projects;
 extent and reliability of power sector infrastructure in India;
 strikes, work stoppages or increased wage demands by employees or any other disputes with
employees that affect the project implementation schedule or operations of the projects ;
 adverse changes in demand for, or the price of, power generated or distributed by the projects ;
 disruption of projects due to explosions, fires, earthquakes and other natural disasters, breakdown,
failure or substandard performance of equipment, improper installations or operation of
equipment, accidents, operational problems, transportation interruptions, other environmental
risks and labour disputes;
 the willingness and ability of consumers to pay for the power produced by the projects;
 shortages of, or adverse price fluctuations in, fuel and other raw materials and key inputs involved
in power generation, including coal, oil and natural gas;
 increase in project development costs due to environmental challenges and changes in
environmental regulations;
 changes in credit ratings of our Company’s borrowers affecting their ability to finance projects;
 interruption or disruption in domestic or international financial markets, whether for equity or debt
funds;
 delays in the construction and operation of projects;
 domestic power companies face significant project execution and construction delay risks i.e.
longer than expected construction periods due to delays in obtaining environmental permits and
infrastructure related delays in connecting to the grid, accessing offtake and finalising fuel supply
agreements could cause further delays
 potential defaults under financing arrangements of project companies and their equity investors;
 failure of co-lenders (with our Company under consortium lending arrangements) to perform their
contractual obligations;
 failure of third parties such as contractors, fuel suppliers, sub-contractors and others to perform
their contractual obligations in respect of the power projects;
 adverse developments in the overall economic environment in India;
 the provisions of the Electricity Act, 2003 have significantly increased competition in the power
generation industry which may negatively impact individual power generation companies;
 failure to supply power to the market due to unplanned outages of any projects, failure in
transmission systems or inter-regional transmission or distribution systems;
 adverse fluctuations in liquidity, interest rates or currency exchange rates;

20
 changes in technology may negatively impact power generation companies by making their
equipment or power projects less competitive or obsolete;
 fluctuating fuel costs; and
 economic, political and social instability or occurrences such as natural disasters, armed conflict
and terrorist attacks, particularly where projects are located in the markets they are intended to
serve.

The long-term profitability of power sector projects, when commissioned, is partly dependent on the
efficiency of their operation and maintenance of their assets. Delayed implementation, initial
complications, inefficient operations, inadequate maintenance and similar factors may reduce the
profitability of such projects, adversely affecting the ability of our Company’s borrowers to repay its
loans or service interest payments thereon. Furthermore, power sector projects may be exposed to
unplanned interruptions caused by catastrophic events such as floods, earthquakes, fires, major plant
breakdowns, pipeline or electricity line ruptures or other disasters. Operational disruption, as well as
supply disruption, could adversely affect the cash flows available from these projects. Furthermore, the
cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged interruption
may result in a permanent loss of customers, substantial litigation or penalties and/or regulatory or
contractual non-compliance. To the extent the risks mentioned above or other risks relating to the power
sector projects that our Company finances, materialise, the quality of our Company’s asset portfolio and
our Company’s results of operations may be adversely affected. Furthermore, as our Company continues
to expand its operations, its loans to individual projects may increase, thereby increasing its exposure
with respect to individual projects and the potential for adverse effects on our Company’s business,
financial condition and results of operations in the event these risks were to materialise.

7. If inflation increases, our Company’s results of operations and financial condition may be adversely
affected.

India has experienced high levels of inflation since 1980. The average annual inflation rates from
January, 2010 to December, 2014 remained at 9.6%. (Source: CEIC (CPI for Industrial Workers)) India’s
persistently high inflation has moderated recently due to favourable base effects, a tight monetary stance,
lower global commodity prices and Government efforts to contain food inflation. (Source: IMF Country
Report No. 15/61). CPI inflation has receded from 11.2% in November 2013 to 3.78% in July 2015
wholesale price inflation receded from 7.52% in November 2013 to -4.05% in July 2015. The upside
risks to inflation stem from the possibility of significant Fiscal slippage, uncertainty on the spatial and
temporal distribution of the monsoon during fiscal 2016 as also the risks of a reversal of international
crude prices due to geo-political events. Heightened volatility in global financial markets, including
through the exchange rate channel, also constitute a significant risk to the inflation assessment. (Sixth
Bi-Monthly Monetary Policy Statement, 2014-15 By Dr. Raghuram G. Rajan, Governor:
http://www.rbi.org.in/scripts/BS_PressReleaseDisplay.aspx?prid=33144) In the event that domestic
inflation or global inflation increases, certain of our Company's costs, such as salaries, which are typically
linked to general price levels, may increase. Furthermore, if interest rates in India remain high, or if the
RBI continues to retain high interest rates, our Company may face increased costs of funding. To the
extent our Company cannot pass these increases on to its borrowers, its results of operations could be
adversely affected.

8. We currently fund our business in significant part through use of borrowing that have shorter
maturities than the maturities of substantially all of our new loan assets and we may be required to
obtain additional financing in order to repay our indebtedness and grow our business.

We may face potential liquidity risks due to mismatches in our funding requirements and the financing
we provide to our borrowers. In particular, a significant part of our business is funded through borrowing
that have shorter maturities than the maturities of substantially all of our new loan assets. Our long-term
loan assets represented 98.67% of total loan assets as of March 31, 2015, while our long-term borrowing
represented 97.84%, of our Company’s total borrowing as of such date. Our Company's other financial
products may also have maturities that exceed the maturities of its borrowing.

To the extent our Company funds its business through the use of borrowing that have shorter maturities
than the loan assets our Company disburses, our Company's loan assets will not generate sufficient
liquidity to enable it to repay its borrowing as they become due, and our Company will be required to
obtain new borrowing to repay its existing indebtedness. Furthermore, in accordance with GoI directives,

21
our Company is required to declare a minimum dividend of 20% on equity or a minimum dividend
payout of 30% of its profit after tax each Fiscal year, whichever is higher. However, this is subject to
availability of disposable profits and our Company may declare a lower dividend with the consent of the
GoI. As a result, our Company's retained earnings remain low and our Company may be unable to repay
its loans from its retained earnings as and when they mature. There can be no assurance that new
borrowing will be available on favourable terms, or available at all. In particular, our Company is
increasingly reliant on funding from the debt capital markets. The market for such funds is competitive
and our Company's ability to obtain funds on acceptable terms will depend on various factors including,
in particular, our Company's ability to maintain its credit ratings. Furthermore, our financial position
may also be aggravated if our Company's borrowers pre-pay or are unable to repay any of the financing
facilities our Company grants to them.

Our Company has put in place an effective asset liability management system, constituted an Asset
Liability Management Committee (“ALCO”) headed by Director (Finance). ALCO monitors risks
related to liquidity and interest rate and also monitors implementation of decisions taken in the ALCO
meetings. The liquidity risk is being monitored with the help of liquidity gap analysis. The asset liability
management framework includes periodic analysis of long term liquidity profile of asset receipts and
debt service obligations. Such analysis is made every month in yearly buckets for the next 10 years and
is being used for critical decisions regarding the time, volume and maturity profile of the borrowing,
creation of new assets and mix of assets and liabilities in terms of time period (short, medium and long-
term).

To ensure that we always have sufficient funds to meet our commitments, our Company maintains
satisfactory level of liquidity to ensure availability of funds at any time up to 3 months' anticipated
disbursements. At present surplus funds are invested by way of short-term deposits with banks and debt
oriented liquid mutual funds.

Despite the existence of such measures, our Company’s liquidity position could be adversely affected
by the development of an asset-liability mismatch, which could have a material adverse effect on our
Company’s business, prospects, results of operations and financial condition.
9. We and our Subsidiary, PFCGEL, are in non-compliance with certain corporate governance
requirements mentioned under Clause 49 of the Equity Listing Agreement and Companies Act, 2013
relating to the composition of our Board including appointment of woman director
All the directors of our Company are appointed by the President of India as per the Articles of our
Company. As on March 31, 2015, our Company's Board comprised of 7 Directors which includes 3
whole time functional directors, one part time Government Nominee Director and 3 independent
directors. Since appointment of directors is undertaken by the GoI, and is beyond the control of our
Company, we could not comply with certain corporate governance requirements envisaged under Clause
49 of the Equity Listing Agreement and Companies Act, 2013.
The equity listing agreement requires that at least half of the Board should comprise of Independent
Directors, if the Chairman of the Board is an executive director. Our Company does not have the requisite
minimum number of independent directors on the Board. Further, our Company could not yet appoint a
woman director on the Board, whereas the equity listing agreement and the Companies Act, 2013
required a woman director to be appointed with effect from April 1, 2015.
Our Company is in receipt of a notice of penalty from NSE and BSE for non-compliance of the
requirement of appointment of woman director on the Board of the Company. Our Company has
requested NSE and BSE for reconsideration and withdrawal of levy of fine. The Securities Contracts
(Regulation) Act, 1956 prescribes certain penalties for non-compliance with the conditions of the equity
listing agreement. Further, SEBI Circular No. CIR/CFD/CMD/1/2015 dated April 8, 2015 prescribes a
fine structure for non-compliance with respect to appointment of woman director and accordingly, a fine
of ` 50,000 can be imposed for non-compliance until June 30, 2015 and an additional sum of `1,000
can be levied for each day of non-compliance from July 1, 2015 until September 30, 2015 and an
additional sum of `5,000 can be levied from October 1, 2015, for each day of non-compliance. In this
regard, NSE has levied a fine of `50,000 on us on July 1, 2015 and BSE has levied a fine of `57,000 on
us on July 10, 2015. We have filed our representation to both NSE and BSE, explaining the reasons for
such non-compliance and have requested withdrawal of such fines on account of the fact that the GoI
appoints directors of our Company, for which their reply is awaited. In addition, the Companies Act,
2013, also prescribes a penalty for non-appointment of women director, ranging from `50,000 to `5

22
lakhs respectively, which may be payable by our Company and every officer in default. This non-
compliance with regard to appointment of requisite minimum number of independent directors and
appointment of woman director is beyond the control of our Company and our Company has requested
the GoI from time to time to expedite the process of such appointment(s) but our Company cannot
provide any assurance that this will be rectified until the GoI appoints such directors.

Further, RoC issued a show cause notice dated June 18, 2015 under Section 172 of the Companies Act,
2013 to PFCGEL (our Subsidiary) and its directors who are also our Company’s functional directors, i.e.
Mr. Mukesh Kumar Goel, CMD, Mr. Radhakrishnan Nagarajan, Director (Finance) and Mr. Anil Kumar
Agarwal, Director (Projects), for not appointing a woman director on its board of directors, in terms of
provisions of section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment
and Qualification of Directors) Rules 2014. On July 1, 2015, PFCGEL and its directors filed a reply to
RoC. While no further communication has been received from RoC, our Company cannot assure you
that no further action, levy of fine or penalty will not be imposed by RoC in this regard. For further
details, please refer to section titled “Outstanding Litigation and Material Development” on page 200.

10. We may be in non-compliance with certain requirements pertaining to the appointment of our
directors, under the Companies Act 1956 and Companies Act, 2013, as applicable.

In terms of Articles of Association of our Company, members of Board of Directors are appointed for a
specified tenure by the President of India acting through Ministry of Power, GoI, who is our promoter
and majority shareholder. All the members of the Board of our Company have been appointed by the
President of India who is the majority shareholder of our Company. No resolution has been passed by
shareholders at the AGM at the time of appointment of directors. Also, our Company is in compliance
with the requirement of appointment of directors who retire by rotation. While we believe that we are
compliant with applicable law since the directors are appointed directly pursuant to orders of the
President of India, we cannot assure that we are fully compliant with the provisions of Companies Act,
1956 and Companies Act, 2013 in this regard and we cannot assure that no fine or penalty will be levied
on the Company or its directors for such non-contravention.

Though presently, no penalties or punishments have been imposed on us or on our directors with respect
to the above, we cannot assure you that such action will not be taken in the future.

11. The GoI has a majority control in the Company, which enables the GoI to influence the outcome of
matters submitted to shareholders for approval.

As on August 31, 2015, the GoI has 67.80% stake in the equity share capital of our Company. As a result,
the GoI, acting through the MoP, will continue to exercise significant control over our Company. The
GoI also controls the composition of the Board and determines matters requiring shareholder approval
or approval by the Board. The GoI may take or block actions with respect to our Company’s business,
which may conflict with our Company’s interests or the interests of our Company’s minority
shareholders. By exercising its control, the GoI could delay, defer or cause a change of our Company’s
control or a change in our Company’s capital structure, or a merger, consolidation, takeover or other
business combination involving our Company, or discourage or encourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of our Company. In addition, as long as
the GoI continues to exercise control over our Company, it may influence the material policies of our
Company in a manner that could conflict with the interest of our Company’s other shareholders and may
take positions with which our Company or our Company’s other shareholders may not agree. In addition,
the GoI significantly influences our Company’s operations both directly and indirectly through its
various departments and policies in relation to the power industry generally. In particular, given the
importance of the power industry to the economy, the GoI could require our Company to take action
designed to serve the public interest in India and not necessarily to maximise our Company’s profits.

12. The Government may sell all or part of its shareholding in our Company that may result in a change
in control of our Company.

Whilst the Government’s shareholding in our Company equals or exceeds 51%, our Company will
continue to be classified as a Government company and will be subject to various regulations, regulatory
exemptions and benefits generally applicable to public sector companies in India. As of the date of this
Draft Shelf Prospectus, there is no legislation that places a mandatory requirement on the Government

23
to hold a minimum 51% shareholding in our Company. Therefore the Government may sell all or part
of its shares in our Company, which may result in a change in control of our Company and which may,
in turn, disqualify our Company from benefiting from certain regulatory exemptions and other benefits
that may be applicable to our Company due to it being a public sector company. If a change of control
were to occur, our Company cannot assure investors that it will have sufficient funds available at such
time to pay the purchase price of such outstanding Bonds or repay such loan, which required to be
purchased / repaid as per their respective finance covenants, as the source of funds for any such
purchase/repayment will be the available cash or third party financing which our Company may not be
able to obtain at that time.

However, the GoI has advised that as per the extant disinvestment policy of the GoI that in all cases of
disinvestment, the Government would retain at least 51% equity and the management control (GoI, MoP
letter No. 7/10/2011/PFC Desk dated January 30, 2012).

13. Our Company is subject to credit, market and liquidity risks and, if any such risk were to materialise,
our Company’s credit ratings and its cost of funds may be adversely affected.

Our Company has put in place an effective asset liability management system and constituted an ALCO
which monitors risks related to liquidity and interest rate and also monitors implementation of decisions
taken in the ALCO meetings. The liquidity risk is being monitored with the help of liquidity gap analysis.
The Asset Liability Management framework includes periodic analysis of long term liquidity profile of
asset receipts and debt service obligations. Such analysis is made every month in yearly buckets for the
next 10 years, is being used for critical decisions regarding the time, volume and maturity profile of the
borrowing, creation of new assets and mix of assets and liabilities in terms of time period (short, medium
and long-term). Our Company maintains satisfactory level of liquidity to ensure availability of funds at
any time up to 3 months' anticipated disbursements. At present surplus funds are invested by way of
short-term deposits with banks and debt oriented liquid mutual funds.

We review our lending rates periodically based on prevailing market conditions, borrowing cost, yield,
spread, competitors’ rates, sanctions and disbursements. Our rupee lending interest rates is normally
made with 3 year, 5 year or 10 year interest re-set clause.

The interest rate risk is managed by analysis of interest rate sensitivity gap statements, evaluation of
earning at risk (“EaR”) on change of interest and creation of assets and liabilities with the mix of fixed
and floating interest rates. In addition, all loan sanction documents specifically give us the right to vary
interest rate on the un-disbursed portion of any loan.

We follow a systematic institutional and project appraisal process to assess and mitigate credit risk.
These processes include a detailed appraisal methodology, identification of risks and suitable structuring
and credit risk mitigation measures. We use a wide range of quantitative as well as qualitative parameters
as a part of the appraisal process to make a sound assessment of the underlying credit risk in a project.
We evaluate the credit quality of the borrowers by assigning risk weights on the basis of the various
financial and non-financial parameters. We evaluate borrowers’ eligibility criteria with an emphasis on
financial and operational strength, capability and competence.

Although we encourage certain schemes through differential lending rates, the eligibility criteria and our
funding decision is guided by the merit of the project and no funds are pre-allocated. In addition, we
have in place prudential norms approved by our Board and MoP that provide guidance on aspects of our
financial operations including asset classification, provisioning, income recognition, asset concentration
and investment limits.

Although our Company follows various risk management policies and procedures, our Company may
not be able to effectively mitigate its risk exposures in particular market environments or against
particular types of risks. The Company’s revenues and interest rate risk are dependent upon its ability to
properly identify, and mark-to-market, changes in the value of financial instruments caused by changes
in market prices or rates. Our Company’s earnings are dependent upon its effectiveness in managing
credit quality and risk concentrations, the accuracy of its valuation models and its critical accounting
estimates and the adequacy of its allowances for loan losses. To the extent its assessments, assumptions
or estimates prove inaccurate or are not predictive of actual results, our Company could incur higher
than anticipated losses. The successful management of credit, market and operational risk is an important

24
consideration in managing our Company’s liquidity risk because it affects the evaluation of our
Company’s credit ratings by rating agencies. Our Company currently holds the highest safety rating of
“AAA” credit ratings for its long term domestic borrowing and A1+ rating for its short term borrowing,
from the domestic rating agencies – CRISIL, ICRA and CARE. International credit rating agencies
Moody's, Fitch and Standard & Poor's have granted us ratings – (i) Moody’s has granted us an Issuer
rating of “Baa3”, (ii) Fitch has granted us long-term issuer default ratings of “BBB-/ Stable” and (iii)
Standard & Poor's has granted long-term issuer credit rating “BBB-/ Stable”. Since, our sources enable
us to raise funds at a competitive cost, we believe we are able to price our financial products
competitively. However, rating agencies may reduce or indicate their intention to reduce the ratings at
any time and there can be no assurance that our Company may not experience such downgrade in the
future. The rating agencies can also decide to withdraw their ratings altogether, which may have the
same effect as a reduction in our Company’s ratings. Any reduction in the rating by the domestic rating
agencies below the level of “A” (adequate safety) or equivalent or withdrawal of our Company’s ratings
by domestic rating agencies may make our Company ineligible to remain classified as an IFC, increase
our Company’s borrowing costs, limit our Company’s access to capital markets and adversely affect our
Company’s ability to sell or market its products, engage in business transactions, particularly longer-
term and derivatives transactions, or retain its customers. This, in turn, could reduce our Company’s
liquidity and negatively impact our Company’s financial condition and results of operations.

14. Our Company may in the future conduct additional business through joint ventures and strategic
partnerships, exposing our Company to certain regulatory and operating risks.

Our Company intends to continue to pursue suitable joint venture and strategic partnership opportunities
in India, in particular with companies/firms whose resources, capabilities and strategies are likely to
enhance and diversify our Company's business operations in the power sector. Our Company may not
be able to identify suitable joint venture or strategic partners or our Company may not complete
transactions on terms commercially acceptable to our Company, or may not complete transactions at all.
Our Company may not be able to successfully form such alliances and ventures or realise the anticipated
benefits of such alliance and joint ventures. Furthermore, such partnerships may be subject to regulatory
approvals, which may not be received in a timely manner, or may not be received at all. In addition, our
Company's expected strategic benefits or synergies of any future partnerships may not be realised.
Furthermore, such investments in strategic partnerships may be long-term in nature and may not yield
returns in the short to medium term. Such initiatives will place significant strains on our Company's
management, financial and other resources and any unforeseen costs or losses could adversely affect its
business, profitability and financial condition.

15. Some of our agreements with our lenders and our borrowers are not executed on stamp paper.

Some of our loan documents with our lenders and our borrowers are not executed on stamp paper. As
per Section 35 of Indian Stamp Act, 1899, such agreement cannot be admitted as evidence or be acted
upon by any person having by law or consent of parties, the authority to receive evidence. Upon payment
of stamp duty, such agreement can be admitted as evidence on payment of duty with which it is
chargeable together with penalty of upto 10 times of such duty. In case of any dispute, unless these
agreements are adequately stamped, they are not admissible-in-evidence in the court of law. If any
dispute occurs with these lenders or clients/ borrowers with whom we have entered into unstamped
agreement, then such agreement will not be admissible-in-evidence (unless adequate stamp duty together
with penalty if any is paid) and this may have a material adverse effect on our business, results of
operations and financial position.

16. Our Directors may have interests in companies/ entities similar to ours, which may result in a
conflict of interest that may adversely affect future financing opportunity referrals.

Some of our Directors have interests in other companies, which are in businesses similar to ours, which
may result in potential conflict of interest. Mr. R. Nagarajan (our Director (Finance) is also a director on
the board of PTC India Financial Services Limited, Mr. Anil Kumar Agarwal (our Director (Projects))
is a director on the board of PTC India Limited and Mr. Badri Narayan Sharma (our Government
nominee director) is on the board of Rural Electrification Corporation Limited, which all are in a business
similar to ours. Accordingly, potential conflicts of interest may arise out of common business objectives
shared by us and our Directors and there can be no assurance that these or other conflicts of interest will
be resolved in an impartial manner.

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17. We have negative cash flows from operations in recent periods. There is no assurance that such
negative cash flows from operations shall not recur in the future.

Our operating profits (on standalone basis) before allocation for working capital changes for Fiscals
2011, 2012, 2013, 2014 and 2015:

Amount(` incrores)
Particulars
Fiscal 2011 3,643.89
Fiscal 2012 4,429.91
Fiscal 2013 6,382.92
Fiscal 2014 8,625.90
Fiscal 2015 9,610.68

However, our cash outflows relating to loans and advances disbursed by our Company (net of any
repayments we receive) are reflected in our cash flow from operating activities whereas the cash inflows
from external funding we procure (net of any repayments of such funding) to disburse these loans and
advances are reflected in our cash flows from financing activities. The net cash flows from investing
activities primarily represent sale and purchase of fixed assets, other investments and interest received.

The following table sets forth information with respect to our historical cash flows (on standalone basis),
including certain negative cash flows for Fiscals 2011, 2012, 2013, 2014 and 2015:
(` in crores)
As of March 31
Particulars
2011 2012 2013 2014 2015
Net cash from operating (16,634.94) (26,973.37) (25,249.90) (21,993.00) (21,448.36)
Activities
Net cash from investing activities (26.23) (41.60) (99.02) (189.69) (472.87)
Net cash from financing activities 17,581.44 26,676.21 27,947.36 17,670.92 26,881.98
Net increase/(decrease) in cash 920.27 (338.76) 2,598.44 (4,511.77) 4,960.75
and cash equivalents

However, after taking into account all the cash flows, there is positive cash and cash equivalents balance
at the end of Fiscals 2011, 2012, 2013, 2014 and 2015, as below.

Particulars Amount (` in crores)


Fiscal 2011 2,310.79
Fiscal 2012 1,972.03
Fiscal 2013 4,570.47
Fiscal 2014 58.69
Fiscal 2015 5,019.44

While presently our overall cash flows are positive, there is no assurance that negative cash flows from
operations shall not occur in the future.

18. Setting up and operating power projects in India requires a number of approvals and permits, and the
failure to obtain or renew them in a timely manner may adversely affect the operations of our
Company’s borrowers and in turn adversely affect the quality of our Company’s loans.

Setting up and operating power projects requires a number of approvals, licenses, registrations and
permissions. Some of these approvals are subject to certain conditions, the non-fulfillment of which may
result in revocation of such approvals. Moreover, some of the conditions may be onerous and may require
our Company’s customers to incur substantial expenditure, specifically with respect to compliance with
environmental laws. Furthermore, certain of our Company’s borrowers’ contractors and other
counterparties are required to obtain approvals, licenses, registrations and permits with respect to the
services they provide to our Company’s borrowers. Our Company’s borrowers, their contractors or any
other party may not be able to obtain or comply with all necessary licenses, permits and approvals
required for the power projects in a timely manner to allow for the uninterrupted construction or

26
operation of the power plants, or may not comply at all. Any failure to renew the approvals that have
expired or apply for and obtain the required approvals, licenses, registrations or permits, or any
suspension or revocation of any of the approvals, licenses, registrations and permits that have been or
may be issued to our Company’s borrowers may adversely affect its operations. This in turn could
adversely affect the quality of our Company’s loans, may put our Company’s customers in financial
difficulties (which could increase the level of non-performing assets in our Company’s portfolio) and
adversely affect our Company’s business and financial condition.

19. Our Company’s business and activities are regulated by the Competition Act, 2002 (the “Competition
Act”) and any application of the Competition Act to our Company may be unfavourable or have an
adverse effect on our Company’s business, financial condition and results of operations.

The Indian Parliament has enacted the Competition Act under the auspices of the Competition
Commission of India (“Competition Commission”) to prevent business practices that have an
appreciable adverse effect on competition in India, which (other than for certain provisions relating to
the regulation of combinations) became effective in 2009. Under the Competition Act, any arrangement,
understanding or action in concert between enterprises, whether formal or informal, which causes or is
likely to cause an appreciable adverse effect on competition in India is void and attracts substantial
monetary penalties. Any agreement which directly or indirectly determines purchase or sale prices, limits
or controls production, shares the market by way of geographical area, market or number of customers
in the market is presumed to have an appreciable adverse effect on competition. Furthermore, if it is
proved that the contravention committed by a company took place with the consent or involvement or is
attributable to any neglect on the part of, any director, manager, secretary or other officer of such
company, that person shall be guilty of a contravention and liable to be punished.

If our Company is affected, directly or indirectly, by any provision of the Competition Act or its
application or interpretation, including any enforcement proceedings initiated by the Competition
Commission and any adverse publicity that may be generated due to scrutiny or prosecution by the
Competition Commission, it may have a material adverse effect on our Company’s business, financial
condition and results of operations.

20. Changes in legislation, including tax legislation, or policies applicable to our Company could
adversely affect our Company’s results of operations.

The Government has proposed two major reforms in Indian tax laws, namely the goods and services tax
and provisions relating to General Anti Avoidance Rules (“GAAR”).The goods and services tax, the
provisions of which are proposed to come into effect from April 1, 2016 would replace the indirect taxes
on goods and services such as Central excise duty, service tax, customs duty, Central sales tax, state
VAT, surcharge and excise currently being collected by the Central and state Governments.

As regards GAAR, the provisions are scheduled to come into effect from April 1, 2017. The GAAR
provisions intend to catch arrangements declared as “impermissible avoidance arrangements”, which
means an arrangement, the main purpose of which is to obtain a tax benefit and it: (i) creates rights, or
obligations, which are not ordinarily created between persons dealing at arm’s length; (ii) results, directly
or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act; (iii) lacks commercial
substance or is deemed to lack commercial substance under section 97 of the Income Tax Act, in whole
or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily
employed for bona fide purposes. The onus to prove that the transaction is an “impermissible avoidance
agreement” is on the assessee. If GAAR provisions are invoked, then the tax authorities have wide
powers, including denial of tax benefit or a benefit under a tax treaty. As the taxation system is intended
to undergo significant overhaul, its effects on our Company cannot be determined as of the date of this
Draft Shelf Prospectus and there can be no assurance that such effects would not adversely affect our
Company's business, future financial performance.

21. The risks to financial stability could adversely affect our Company’s business.

As reported by the RBI in its financial stability report dated June 26, 2015, the gross non- performing
assets in the banking system have grown, while stressed advances including standard restructured loans
have risen since September 2014. This deterioration in asset quality is expected to continue into the next
few quarters as well. Profitability measured by return on assets and return on equity remained around

27
the same level during the last two years. The banking stability map suggests that the overall risks to the
banking sector have moderated marginally since September 2014. However, concerns remain over the
continued weakness in asset quality and profitability.

Our Company has little or no control over any of these risks or trends and may be unable to anticipate
changes in economic conditions. Adverse effects on the Indian banking system could impact our
Company’s funding and adversely affect our Company’s business, operations and financial condition
and the market price of the Bonds.

22. We have granted loans to private sector borrowers on a non-recourse or limited recourse basis, which
increases the risk of non-recovery and may adversely affect our financial condition.

As of March 31, 2015, ` 36,031.53 crores or 16.60% of our total outstanding loans were to private sector
borrowers. Under the terms of our loans to private sector borrowers, our loans are secured by project
assets, and in certain cases, we also obtain additional collateral in the form of a pledge of shares by the
relevant promoter, or sponsor guarantee. We expect that our exposure to private sector borrowers will
increase in the future. The ability of such borrowers to perform their obligations under our loans will
depend primarily on the financial condition and results of the relevant projects, which may be affected
by many factors beyond the borrowers' control, including competition, operating costs, regulatory issues
and other risks. If borrowers with non-recourse or limited recourse loans were to be adversely affected
by these or other factors and were unable to meet their obligations, the value of the underlying assets
available to repay the loans may become insufficient to pay the full principal and interest on the loans,
which could expose us to significant losses.

23. The escrow account mechanism and the trust and retention account arrangements implemented by
us as a quasi-security mechanism in connection with the payment obligations of our borrowers may
not be effective, which could adversely affect our financial condition and results of operations.

As of March 31, 2015, 94.60% of our outstanding loans to state and Central sector borrowers involved
escrow account mechanism. Similarly, in the case of private sector borrowers, security is typically
obtained through a first priority pari passu charge on the relevant project assets, and through a trust and
retention account mechanism.

The escrow account mechanism and the trust and retention account arrangements are effective in the
event that revenue from the end users or other receipts, as applicable, is received by our borrowers and
deposited in the relevant escrow accounts or trust and retention accounts. Though we monitor the flow
into the escrow accounts and trust and retention accounts, we do not have any arrangement in place to
ensure that such revenue is actually received or deposited in such accounts and the effectiveness of the
escrow account mechanism and the trust and retention account arrangements is limited to that extent. In
the event that end users do not make payments to our borrowers, the escrow account mechanism and the
trust and retention account arrangements will not be effective in ensuring the timely repayment of our
loans, which may adversely affect our financial condition and results of operations. In addition, as we
diversify our loan portfolio and enter into new business opportunities, we may not be able to implement
such or similar quasi-security mechanisms or arrangements and there can be no assurance that even if
such mechanisms and arrangements are implemented, they will be effective.

24. Accounts for the quarter ending June 30, 2015 for our Company have been subject to limited review
by statutory auditors, as the case may be and have not been audited. Audited performance may be
materially different from the present results.

The latest audited financial statement included in this Draft Shelf Prospectus are more than five months
old. In respect of remaining stub period, we have included limited review financial statements till June
30, 2015, which are compliant with Equity Listing Agreement. Limited review financials included in
Draft Shelf Prospectus have not been subject to audit. The actual audited performance may be materially
different from the limited review results. Therefore, the financials included in the Draft Shelf Prospectus
may not present the accurate picture of the present financial status of the Company.

25. We are involved in a number of legal proceedings that, if determined against us, could adversely
impact our business and financial condition.

28
Our Company is a party to various legal proceedings. These legal proceedings are pending at different
levels of adjudication before various courts, tribunals, statutory and regulatory authorities/ other judicial
authorities, and if determined against our Company, could have an adverse impact on the business,
financial condition and results of operations of our Company. No assurances can be given as to whether
these legal proceedings will be decided in our favour or have no adverse outcome, nor can any assurance
be given that no further liability will arise out of these claims.

26. Our borrowers’ insurance of assets may not be adequate to protect them against all potential losses
to which they may be subject, which could affect our ability to recover the loan amounts due to us.

Under our loan agreements, where loans are extended on the basis of charge on assets, our borrowers are
required to create a charge on their assets in our favour in the form of hypothecation or mortgage or both.
In addition, terms and conditions of the loan agreements require our borrowers to maintain insurance
against damage caused by any disasters including floods, fires, earthquakes or theft on their charged
assets as collateral against the loan granted by us. However, in most cases our borrowers do not have the
required insurance coverage, or they have not renewed the insurance policies or the amount of insurance
coverage may be less than the replacement costs of all covered property and is therefore insufficient to
cover all financial losses that our borrowers may suffer. In the event the assets charged in our favour are
damaged, it may affect our ability to recover the loan amounts due to us.

27. Volatility in interest rates affects our Company’s lending operations and may result in a decline in
our Company’s net interest income and net interest margin and adversely affect our Company’s
return on assets and profitability.

The Company’s business is primarily dependent on interest income from its lending operations, which
contributed approximately 97.93%, 97.35% and 98.71% of our Company’s total income in Fiscal 2013,
Fiscal 2014 and Fiscal 2015, respectively. In addition, as of March 31, 2015, 83.84% of our Company’s
borrowing were at fixed rates while the remaining were at floating rates (i.e., linked to the base rate and
other market benchmarks), compared to 92.33% of our Company’s loan assets which carry interest rates
with three year reset clause. The primary interest rate-related risks our Company faces are from timing
differences in the pricing of our Company’s assets and liabilities, for example, in an increasing interest
rate environment, our Company’s liabilities are priced prior to its assets being priced, our Company may
incur additional liabilities at a higher interest rate and incur a repricing risk, or in the event that there is
an adverse mismatch between the repricing terms of our Company’s loan assets and its loan liabilities.
Interest rates are highly sensitive to many factors beyond our Company’s control, including the monetary
policies of the RBI, deregulation of the financial sector in India, domestic and international economic
and political conditions and other factors. When interest rates decline, our Company is subject to greater
re-pricing and pre-payment risks as borrowers may take advantage of the attractive interest rate
environment. If our Company re-prices loans, our Company’s results may be adversely affected in the
period in which the re-pricing occurs. If borrowers prepay loans, the return on our Company’s capital
may be impaired as any prepayment premium our Company receives may not fully compensate our
Company for the redeployment of such funds elsewhere. In addition, while our Company sets the interest
rate under its loans and also typically has the option to reset the rate to our Company’s prevailing lending
rates in accordance with the terms of the relevant loans, typically every three years or five years or ten
years, this flexibility is also subject to the borrower’s ability to prepay the loan and refinance with another
lender. When interest rates rise, it results in an increase of interest rates for our Company’s borrowing
and given that a majority of our Company’s loans are subject to three year re-set clauses, our Company
may not be able to re-price the loans or increase the interest rates with respect to such loans during such
period, which could have a material adverse effect on our Company’s results of operations and financial
condition. In addition, as a non-deposit taking NBFC, our Company may be more susceptible to such
increases in interest rates than some of our Company’s competitors such as commercial banks or deposit
taking NBFCs that have access to lower cost funds. The Company’s results of operations are therefore
dependent on various factors that are indirectly affected by the prevailing interest rate and lending
environment, including disbursement and repayment schedules for our Company’s loans, the terms of
such loans including interest rate reset terms as well as the currency of such loans and any exchange
gains or losses relating thereto. In addition, the value of any interest rate hedging instruments our
Company may enter into in the future may be affected by changes in interest rates. There can be no
assurance that our Company will be able to adequately manage its interest rate risk and be able to
effectively balance the proportion and maturity of its interest earning assets and interest bearing liabilities
in the future. Though, our net interest margin has been at 4.94% in Fiscal 2014 and 4.93% in Fiscal 2015,

29
however, a decline in our net interest margin in the future can have a material adverse effect on our
business, financial condition and results of operations.

28. As an NBFC and an IFC, we are required to adhere to certain individual and borrower group
exposure limits prescribed by the RBI. Any change in the regulatory regime may adversely affect
our business, financial condition and results of operations.

We are a systemically important non-deposit taking NBFC and are subject to various regulations by the
RBI as an NBFC. With effect from July 28, 2010, our Company has been classified as an IFC by the
RBI. This classification is subject to certain conditions including (i) a minimum of 75% of the total assets
of such IFC should be deployed in infrastructure loans (as defined under the Systemically Important Non
Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2015), (ii) net owned funds of ` 300 crores or more, (iii) a minimum credit rating of “A” or
an equivalent credit rating of CRISIL, ICRA, CARE, Fitch, Brickwork Rating India Private Limited or
equivalent rating by any other credit rating agency accredited by RBI, and (iv) CRAR of 15% with a
minimum tier I capital of 10%. Tier I capital for such purposes means owned funds as reduced by
investment in shares of other NBFCs and in shares, debentures, bonds, outstanding loans and advances
including hire purchase and lease finance made to and deposits with subsidiaries and companies in the
same group exceeding, in aggregate, 10% of the owned fund and perpetual debt instruments issued by a
non-deposit taking NBFC in each year to the extent it does not exceed 15% of the aggregate tier I capital
of such company as of March 31 of the previous accounting year.

The maximum exposure ceilings as prescribed in respect of systemically important non-deposit taking
NBFCs that are also IFCs under the Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 are set out below:

 Lending ceilings
Lending to any single borrower . . . . . . . . . . . . . . . . . . . . . . .25%
Lending to any single group of borrowers . . . . . . . . . . . . . . 40%
 Investing ceilings
Investing in shares of a company . . . . . . . . . . . . . . . . . . . . . 20%
Investing in shares of a single group of companies . . . . . . . 35%
 Loans and investment taken together
Lending and investing to single party . . . . . . . . . . . . . . . . . 30%
Lending and investing to single group of parties . . . . . . . . .50%

As of March 31, 2015, the CRAR of our Company was 20.34%. The exposure limits as prescribed by
RBI are being followed by our Company in case of private sector borrowers. Any inability to continue
being classified as an IFC may impact our growth plans by affecting our competitiveness. As an IFC, we
will have to constantly monitor our compliance with the necessary conditions, which may hinder our
future plans to diversify into new business lines. In the event we are unable to comply with the eligibility
condition(s), we may be subject to regulatory actions by the RBI and/ or cancellation of our registration
as an IFC. Any levy or fines or penalties or the cancellation of our registration as IFC may adversely
affect our business prospects, results of operations and financial condition.

In addition, our ability to borrow from various banks may be restricted under guidelines issued by the
RBI imposing restrictions on banks in relation to their exposure to NBFCs. According to the RBI, the
exposure (both lending and investment, including off balance sheet exposures) of a bank to a single
NBFC should not exceed 10% of the bank's capital funds as per its last audited balance sheet. Banks
may, however, assume exposures on a single NBFC up to 15% of their capital funds provided the
exposure in excess of 10% is on account of funds on-lent by the NBFC to the infrastructure sector.
Further, exposure of a bank to IFCs should not exceed 15% of its capital funds as per its last audited
balance sheet, with a provision to increase it to 20% if the same is on account of funds on-lent by the
IFCs to the infrastructure sector. Banks may also consider fixing internal limits for their aggregate
exposure to the power sector put together. Although we do not believe such exposure limits have had
any adverse effects on our own liquidity, however, any change in regulatory regime may result in a
situation where individual lenders from whom we currently borrow may not be able to continue to
provide us funds.

30
As we grow our business and increase our borrowing we may face similar limitations with other lenders,
which could impair our growth and interest margins and could therefore have a material adverse effect
on our business, financial condition, results of operations.

29. We have been granted exemption in case of central/ State sector entities from applying exposure
limits prescribed by the RBI until March, 2016. We cannot assure that such exemption shall continue
to be granted by RBI which if not granted may affect our business.

RBI has exempted PFC from applying RBI exposure norms in Central / State sector entities till March
31, 2016. Currently, we follow exposure norms approved by our Board and MoP in respect to loans
made to Central and state entities in the Indian power sector. However, if the said exemption in relation
to exposure norms is not extended, our business prospects, financial conditions and results of operations
may be adversely affected.

30. Our contingent liabilities in the event they were to materialize could adversely affect our business,
financial condition and results of operations.

As of March 31, 2015, we had contingent liabilities of ` 1,204.77 crores including non-funded contingent
exposure of ` 267.53 crores in the form of guarantees, ` 787.32 crores in the form of letters of comfort
issued to borrowers’ banks in connection with letters of credit and other contingent liabilities of ` 149.92
crores. If any or all of these contingent liabilities materialize, our financial condition could be adversely
affected.

31. If the level of non-performing assets in our loan portfolio were to increase, our financial condition
would be adversely affected.

In the past, our gross NPAs have been as indicated below:

Particulars as of Amount of Gross NPA (` in crores) NPA as % of total loan assets


As of March 31, 2012 1,358.47 1.04
As of March 31, 2013 1,134.52 0.71
As of March 31, 2014 1,227.71 0.65
As of March 31, 2015 2,363.63 1.09

The provisioning has been made in terms of prudential norms approved by our Board and the MoP. In
addition, we may, from time to time, amend our policies and procedures regarding asset classification of
our loans, which may increase our level of NPAs. In November 2014, RBI issued guidelines on “Revised
regulatory framework for NBFCs”, under which NBFCs have been required to bring down the Non-
Performing Asset (“NPA”) classification norms from 180 to 90 days over a period of three years starting
from FY 2015-16 to 2017-18. Our Company has been in correspondence with RBI, regarding the period
from which these guidelines would be applicable to us. Now, RBI has advised PFC vide RBI letter dated
June 30, 2015 that all loans including the outstanding stock of loans under consortium shall be governed
by the asset classification norms as prescribed in circular dated November 10, 2014 and that the asset
classification norms for new loans under consortium would be communicated by RBI separately. If we
are not able to prevent increases in our level of NPAs, our business and our future financial condition
could be adversely affected.

32. The power sector in India is regulated by GoI, and our business and operations are directly or
indirectly dependent on GoI policies and support, which make us susceptible to any adverse
developments in such GoI policies and support.

We are a Government company operating in a regulated industry, and the GoI (being a principal
shareholder holding 67.80% as on August 31, 2015, of our paid up equity share capital), acting through
the MoP, exercises significant influence on key decisions relating to our operations, including with
respect to the appointment and removal of members of our Board, and can determine various corporate
actions that require the approval of our Board or majority shareholders, including proposed budgets,
transactions with other Government companies or GoI entities and agencies, and the assertion of any
claim against such entities. The GoI has also issued directions in connection with the payment of
dividends by Government companies.

31
The power sector in India and our business and operations are regulated by, and are directly or indirectly
dependent on the GoI policies and support for the power sector. The GoI has implemented various
financing schemes and incentives for the development of power sector projects, and we, like other
Government companies, are responsible for the implementation of, and providing support to, such GoI
schemes and initiatives. We may therefore be required to follow public policy directives of the GoI by
providing financing for specific projects or sub-sectors in the public interest which may not be consistent
with our commercial interests. In addition, we may be required to provide financial or other assistance
and services to public sector borrowers and GoI and other Government agencies in connection with the
implementation of such GoI initiatives, resulting in diversion of management focus and resources from
our core business interests. Any developments in GoI policies or in the level of direct or indirect support
provided to us or our borrowers by the GoI in these or other areas could adversely affect our business,
financial condition and results of operations.

33. The effects of the planned convergence with IFRS and the adoption of “Indian Accounting standards
converged with IFRS” (“IND-AS”) are uncertain.

The GoI, Ministry of Corporate Affairs has drawn a revised road-map for companies other than banking
companies, insurance companies and NBFCs for implementation of Indian Accounting standards (Ind
AS) converged with the IFRS on voluntary basis for accounting periods beginning on or after April 1,
2015 and on mandatory basis for accounting periods beginning on or after April 1, 2016 / April 1, 2017.
Companies not covered by the above roadmap shall continue to apply existing Accounting Standards.

Our Company is a NBFC and is not covered under the above roadmap. Hence, our Company will
continue to apply existing Accounting Standards.

34. Volatility in foreign exchange and un-hedged foreign currency could adversely affect our Company’s
financial conditions and results of operations.

As of March 31, 2015, we had foreign currency borrowing outstanding of USD 1,273million,JPY
24,209 million and EUR 19 million, the total of which was equivalent to ` 9,730.66 crores, or 5.18%
of our total borrowing. We may continue to be involved in foreign currency borrowing and lending in
the future, which will further expose us to fluctuations in foreign currency rates. Our Company has put
in place a currency risk management (“CRM”) policy, which has been approved by RBI, to manage risks
associated with foreign currency borrowing. However, there is no assurance that it will remain effective
over a period of time. Our Company enters into hedging transactions to cover exchange rate and interest
rate risk through various instruments like currency forward, option, principal swap, interest rate swap
and forward rate agreements. As of March 31, 2015, we had entered into hedging transaction or lent on
back-to-back basis to cover 10% of our foreign currency principal exposure. Volatility in foreign
exchange rates could adversely affect our business and financial performance. We are also affected by
adverse movements in foreign exchange rates to the extent they impact our borrowers negatively, which
may in turn impact the quality of our exposure to these borrowers. Foreign lenders may also impose
conditions more onerous than domestic lenders.

In addition, although our Company engages in hedging transactions to manage interest rate and foreign
exchange currency rate risks, our Company’s hedging strategy may not be successful in minimising its
exposure to these fluctuations. Our Company faces the risk that the counterparties to its hedging activities
may fail to honour their contractual obligations to our Company. This may result in our Company not
being able to net off its positions and hence reduce the effectiveness of our Company’s hedges. Non-
performance of contracts by counterparties may lead to our Company in turn not being able to honour its
contractual obligations to third parties. This may subject our Company to, among others, legal claims
and penalties.

35. Certain of our SEB borrowers have been restructured and we have not yet entered into definitive
loan agreements with such restructured entities, which could affect our ability to enforce
applicable loan terms and related state Government guarantees.

We have granted long–term loans to various SEBs that were guaranteed by the respective state
Governments. Pursuant to certain amendments to the Electricity Act, 2003 (“Electricity Act”), the
respective state Governments have restructured these SEBs into separate entities formed for power
generation, transmission and/ or distribution activities. As part of such restructuring process, all liabilities

32
and obligations of the restructured SEBs relating to our loans were transferred, pursuant to a notification
process, to the respective state Government, which in turn transferred such liabilities and obligations to
the newly formed state Government-owned transmission, distribution and/ or generation companies.
However, the relevant notification transferring such liabilities and obligations under our loans
necessitates the execution of a transfer agreement among us, the respective state Government and the
relevant newly formed transferee entity. We have not yet executed such transfer agreements with respect
to some of these loans. In such circumstances, as the state Government guarantees have not been
reaffirmed to cover the debt obligations of such newly formed transferee entities, we may not be able to
enforce the relevant state guarantees in case of default on our loans by such transferee entities. Although
we intend to enter into such transfer agreements to ensure that the terms of our original loan agreements
entered into with the SEBs continue to apply to such transferee entities, there can be no assurance that
we will be able to execute such transfer agreements in a timely manner, or execute at all. In addition, the
relevant state Government may not reaffirm such guarantees with respect to the debt obligations assumed
by such restructured transferee entities. There may also be delay, due to factors beyond our control, with
respect to the establishment of relevant trust and retention account arrangements with such restructured
transferee entities. In addition, we have restructured loans sanctioned to certain SPUs and other SEBs,
including rescheduling of repayment terms. Any negative trends or financial difficulties faced by such
SPUs and SEBs could increase our NPAs and adversely affect our business, financial condition and
results of operations.

36. We may incur shortfalls in the advance subsidy received under the Accelerated Generation and
Supply Programme (“AG&SP”) scheme of the GoI, which may affect our financial condition.

In Fiscal 1998, the GoI started the AG&SP, a scheme for providing interest subsidies for various projects.
We oversee and operate this scheme on behalf of the GoI. The scheme subsidizes our normal lending
rates on loans to SPUs. The subsidy is paid in advance directly to us from the Central Government budget
and is to be passed on to the borrowers against their interest liability arising in future under the AG&SP
scheme.

We maintain an interest subsidy fund account on account of the subsidy claimed from the GoI at net
present value which is calculated at certain pre-determined and indicative discount rates, irrespective of
the actual repayment schedule, moratorium period and duration of repayment. The impact of the
difference between the indicative discount rate and period considered at the time of drawal and the actual
can be ascertained only after the end of the respective repayment period in relation to that particular loan.
In the event of there being a shortfall, we shall have to bear the difference, which may affect our financial
condition.

37. If we are unable to manage our growth effectively, our business and financial results could be
adversely affected.

Our business has grown since we began operations in March, 1988. Our total loan assets increased from
` 99,562.28 crores as of March 31, 2011 to ` 2,17,042.22 crores as of March 31, 2015. We intend to
continue to grow our business, which could place significant demands on our operational, credit, financial
and other internal risk controls. It may also exert pressure on the adequacy of our capitalization, making
management of asset quality increasingly important.

Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty in
obtaining funding on attractive terms. Adverse developments in the Indian credit markets, such as
increase in interest rates, may significantly increase our debt service costs and the overall cost of our
funds.

Any inability to manage our growth effectively on favourable terms could have a material adverse effect
on our business and financial performance. Because of our growth and the long gestation period for
power sector investments, our historical financial statements may not be an accurate indicator of our
future financial performance.

As part of its growth strategy, our Company has expanded its focus areas to include renewable energy
projects and projects that represent forward and backward linkages to core power sector projects,
including capital equipment for the power sector, fuel sources for power generation projects and related
infrastructure development, as well as power trading initiatives. In addition, our Company intends to

33
expand its business and service offerings in consultancy and other fee-based services, debt syndication
and equity investments. Our Company also intends to continue to develop strategic partnerships and
alliances and evaluate new business opportunities related to the power sector in India. Pursuing any
strategic business opportunities may require capital resources and additional regulatory approvals. Our
Company has limited knowledge and experience with respect to financing and other opportunities in
these business expansion areas, and competition, applicable regulatory regimes and business practices
applicable to these areas and opportunities may differ significantly from those faced by our Company in
its current operations. In addition, if our Company decides to expand inorganically in these strategic
areas, it may not be able to achieve expected synergies from, or achieve the strategic purpose of, any
such acquisition, or achieve operational integration or the expected return on its investment. There can
be no assurance that our Company will be able to implement, manage or execute its growth strategy
efficiently or in a timely manner, or execute at all, which could adversely affect its business, prospects,
financial condition and results of operations. Our Company’s Board has approved a plan to set up a
private equity fund to invest in power projects and forward and backward linkages to the core power
sector projects. Our Company has limited experience in private equity and competition and applicable
regulatory regimes, and business practices applicable to this area may differ significantly from those
faced by our Company in its current operations. This venture may not be successful, which could
adversely affect our Company’s business, prospects, financial condition and results of operations.

38. We might not be able to develop or recover costs incurred on our Ultra Mega Power Projects and
our failure to do so may have an adverse effect on our profitability.

We have been appointed as the nodal agency for the development of UMPPs, each with a contracted
capacity of 4,000 MW or more. As of July 30, 2015, we have a total of eighteen wholly-owned
subsidiaries as SPVs incorporated for these projects. These SPVs have been established to undertake
preliminary site investigation activities necessary for conducting the bidding process for these projects
and also to undertake preliminary studies and obtain necessary linkages, clearances, land and approvals
including for water, land and power sale arrangements, prior to transfer of the projects to successful
bidders. The objective is to transfer these SPVs to successful bidders, through a tariff based international
competitive bidding process, who will then implement these projects, on payment of development costs
incurred by each SPV. Our Company has and is likely to continue to incur expenses in connection with
these SPVs. There may be delays in the development of such UMPPs or we may be unable to transfer
these UMPPs due to various factors, including environmental issues, resistance by local residents,
changes in related laws or regulatory frameworks, or our inability to find a developer for such projects.
In addition, we may not be able to fully recover our expenses from the successful bidder, which may
result in financial loss to us, which could adversely affect our financial condition and results of
operations.

39. Our agreements regarding certain of our joint venture arrangements or investments in other
companies contain restrictive covenants, which limit our ability to transfer our shareholding in
such ventures.

Our Company has entered into two joint venture arrangements, pursuant to which certain joint venture
companies have been incorporated, namely, National Power Exchange Limited and Energy Efficiency
Services Limited. Further, PTC has been promoted by our Company along with PGCIL, NTPC and
NHPC pursuant to promoters’ agreement dated April 8, 1999 and a supplementary agreement dated
November 20, 2002. Our Company has also entered into a share subscription and shareholders agreement
with the NSE and National Commodity & Derivatives Exchange Limited subscribing to the equity shares
of Power Exchange India Limited. Furthermore, our Company has investments in the Small is Beautiful
Fund, a venture capital fund established with the objective to invest in equity and equity like instruments
of SPVs involved in the development of power projects.

Further, as we hold minority interests in each of these joint venture companies, our joint venture partners
will have control over such joint venture companies (except to the extent agreed under the respective
joint venture agreements). These joint ventures are dependent on cooperation of our joint partners and
subject to risk of non-performance by our joint venture partners of their obligations, including their
financial obligations, in respect of the joint venture. Any disputes that may arise between our joint
venture partners and us may cause delays in completion or the suspension or abandonment of the venture.
Further, though our joint ventures confer rights on us, our joint venture partners have certain decision-
making rights that may limit our flexibility to make decisions relating to such business, and may cause

34
delays or losses. Under the terms of the relevant agreements our Company is not permitted to transfer
its shareholding in the joint ventures to a third party for a specified lock-in period and such agreements
also contain “Right of First Refusal” provisions, by virtue of which our Company is required, post-expiry
of the relevant lock-in periods, to offer its shareholding in such joint ventures to the other parties to these
agreements in proportion to their shareholding in the joint ventures, prior to offering its shareholding for
sale to third parties. Such covenants limit our ability to make optimum use of our investments or exit
these joint ventures and thereby liquidating our investments at our discretion, which may have an adverse
impact on our financial condition.

For further details of these Joint Ventures, please refer to section titled “History and Certain Corporate
Matters” on page 146.

40. We benefit from certain tax benefits available to us as a lending institution. If these tax benefits
are no longer available to us it would adversely affect our business, financial condition and results
of operations.

We have received and currently receive tax benefits by virtue of our status as a lending institution,
including as a result of our lending within the infrastructure sector, which have enabled us to reduce our
effective tax rate. In fiscals 2011, 2012, 2013, 2014 and 2015, our effective tax liability, calculated on
the basis of our tax liability (excluding deferred tax liability) as a percentage of profit before tax, was
25.37%, 26.09%, 25.87%, 27.46% and 29.87% respectively, compared to statutory corporate tax rates
(including surcharge and cess) of 33.22%, 32.44%, 32.44%, 33.99% and 33.99 % respectively in such
periods. The availability of such tax benefits is subject to the policies of the GoI and there can be no
assurance as to any or all of these tax benefits that we will receive or continue to receive in the future. If
the laws or regulations regarding these tax benefits are amended, our taxable income and tax liability
may increase/ decrease, which may have an impact on our financial condition and results of operations.

41. We may make equity investments in power sector in the future and such investments may erode/
depreciate.

We may make equity investments in the power sector either directly or indirectly. As of March 31, 2015,
our investments in equity and equity linked instruments were ` 851.32 crores. The value of these
investments depends on the success and continued viability of these businesses. In addition to the
project-specific risks described in the above risk factors, we have limited control over the operations or
management of these businesses. Therefore, our ability to realize expected gains as a result of our equity
interest in a business is highly dependent on factors outside our control. Write-offs or write-downs in
respect of our equity investments may adversely affect our financial performance.

Our Company may also be unable to realise any value if the company in which our Company invests
does not have a liquidity event, such as a sale of the business, recapitalisation or public offering, which
would allow our Company to sell the underlying equity interest. In addition, the ability of these investee
companies to make dividend payments is subject to applicable laws and regulations in India relating to
payment of dividends. Furthermore, equity investments in power sector projects may be less liquid and
involve a longer holding period than traditional private equity investments. Such investments may not
have any readily ascertainable market value and the value of investments reflected in our Company’s
financial statements may be higher than the values obtained by our Company upon the sale of such
investments.

42. We are subject to restrictive covenants under our credit facilities that could limit our flexibility in
managing our business.

There are restrictive covenants in the agreements we have entered into with certain banks and financial
institutions for our short term borrowing, medium term borrowing, long term borrowing and bonds trust
deeds. These restrictive covenants require us to maintain certain financial ratios and seek the prior
permission of these banks/financial institutions for various activities, including, amongst others, selling,
leasing, transferring or otherwise disposing of any part of our business or revenues, effecting any scheme
of amalgamation or reconstitution, implementing a new scheme of expansion or taking up an allied line
of business. Such restrictive covenants in our loan and bond documents may restrict our operations or
ability to expand and may adversely affect our business.

35
In addition, if our Company fails to meet its debt service obligations or if a default otherwise occurs, its
lenders could declare our Company in default under the terms of its borrowing and accelerate the
maturity of its obligations, or in some cases, could exercise step-in rights, or could enforce the security
underlining their secured lending, such as security created on the secured long-term Rupee-denominated
infrastructure bonds. Any acceleration of the maturity of our Company’s obligations could have a
material adverse effect on our Company’s cash flows, business and results of operations. Furthermore,
our Company’s lenders may recall certain short-term demand loans availed of by our Company at any
time. There can be no assurance that our Company will be able to comply with these financial or other
covenants or that our Company will be able to obtain the consents necessary to take the actions our
Company believes are required to operate and grow its business in the future.

43. Any default in repayment of our borrowing would trigger payment to some or all of the other
borrowing obtained by our Company, which would have a material adverse effect on the liquidity
position, cash flows, business and results of opeartion of our Company

Our Company has given cross default covenant in few of its borrowing which means that if our Company
defaults in any of its obligations under a loan, the loan which has the cross default clause will also
become payable even if there is no breach of covenant or default of payment on such loan. Any default
on some of our Company’s loans may also trigger cross-defaults under some of our Company’s other
loans, which would have a material adverse effect on our Company’s liquidity, cash flows, business and
results of operations.

44. Our success depends in large part upon our management team and skilled personnel and our
ability to attract and retain such persons. The loss of key personnel may have an adverse effect
on our business, results of operations, financial condition and ability to grow.

Our future performance depends on the continued service of our management team and skilled personnel.
We also face a continuous challenge to recruit and retain a sufficient number of suitably skilled
personnel, particularly as we continue to grow. There is significant competition for management and
other skilled personnel in our industry, and it may be difficult to attract and retain the personnel we need
in the future. While, we have employee friendly policies including an incentive scheme to encourage
employee retention, the loss of key personnel may have an adverse effect on our business, results of
operations, financial condition and ability to grow.

45. Negative trends in the Indian power sector or the Indian economy could adversely affect our
business and financial performance.

Our Company was formed with the objective of extending finance to and promoting Indian power
projects and related activities. For the foreseeable future, we expect to continue to be a sector specific
PFI with a focus on the Indian power sector. Any negative trend or financial difficulty in the Indian
power sector could adversely affect our business and financial performance.

We believe that further development of India’s power sector is dependent on regulatory framework,
policies and procedures that facilitate and encourage private and public sector investment in the power
sector. Many of these policies are evolving and their success will depend on whether they properly
address the issues faced and are effectively implemented.

Additionally, these policies will need continued support from stable and experienced regulatory regimes
throughout India that not only stimulate and encourage the continued investment of capital into power
development, but also lead to increased competition, appropriate allocation of risk, transparency and
more efficient power supply and demand management to the end consumer.

The allocation of capital and the continued growth of the power sector are also linked to the continued
growth of the Indian economy. Since much of the power supply in India has historically been provided
by the Central and state Governments at a relatively low charge to consumers, the growth of the power
industry will be impacted by consumers’ income levels and the extent to which they would be willing to
pay or can be induced to pay for power.

36
If the Central and state Governments’ initiatives and regulations in the power sector do not proceed to
improve the power sector as intended or if there is any downturn in the macroeconomic environment in
India or in the power sector, our business and financial performance could be adversely affected.

46. We have entered and may enter into certain transactions with related parties, which may not be
on an arm’s length basis or may lead to conflicts of interest.
We have entered and may enter into transactions with related parties, including our Directors. There can
be no assurance that we could not have achieved more favourable terms on such transactions had they
not been entered into with related parties. Furthermore, it is likely that we will enter into related party
transactions in the future. There can be no assurance that such transactions, individually or in the
aggregate, will not have an adverse effect on our financial condition and results of operations. The
transactions we have entered into and any future transactions with related parties have involved or could
potentially involve conflicts of interest. For details of related party transactions in the last five financial
years, please refer to section titled “Annexure A – Financial Statement” on page 301.

Our subsidiary, PFCCL, is engaged in the consultancy services business, and our own constitutional
documents permit us to engage in similar business, and there is no relationship agreement or similar
arrangement currently in place between PFCCL and us, which may result in potential conflicts of
interest.

47. Our insurance may not be adequate to protect us against all potential losses to which we may be
subject.

We maintain insurance for our physical assets such as our office and residential properties against
standard fire and special perils (including earthquake). In addition, we maintain a group personal
accident insurance as well as Directors' and officers' insurance policy. However, the amount of our
insurance coverage may be less than the replacement cost of such property and may not be sufficient to
cover all financial losses that we may suffer should a risk materialize. If we were to incur a significant
liability for which we were not fully insured, it could have a material adverse effect on our results of
operations and financial position.

In addition, in the future, we may not be able to maintain insurance of the types or in the amounts which
we deem necessary or adequate or at premiums which we consider acceptable. The occurrence of an
event for which we are not adequately or sufficiently insured or the successful assertion of one or more
large claims against us that exceed available insurance coverage, or changes in our insurance policies
(including premium increases or the imposition of large deductible or co- insurance requirements), could
have a material and adverse effect on our business, financial condition, results of operations, and cash
flows.

48. We may face asset-liability mismatches which could affect our liquidity and consequently may
adversely affect our operations, profitability and/or cash flows.

We may face potential liquidity risks due to varying periods over which our assets and liabilities mature.
Our inability to obtain additional credit facilities or renew our existing credit facilities, in a timely and
cost-effective manner or obtain/renew at all, may lead to mismatches between our assets and liabilities,
which in turn may adversely affect our operations, financial performance and/or cash flows. Further,
mismatches between our assets and liabilities are compounded in case of pre-payments of the financing
facilities we grant to our customers.

49. We may fail to obtain certain regulatory approvals in the ordinary course o f our business in a
timely manner or at all, or to comply with the terms and conditions of our existing regulatory
approvals and licenses which may have a material adverse effect on the continuity of our business
and may impede our effective operations in the future.

We require certain regulatory approvals, sanctions, licenses, registrations and permissions for operating
and expanding our business. We may not receive or be able to renew such approvals in the time frames
anticipated by us, or at all, which could adversely affect our business. If we do not receive, renew or
maintain the regulatory approvals required to operate our business it may have a material adverse effect
on the continuity of our business and may impede our effective operations in the future.

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In addition to the numerous conditions required for the registration as a NBFC with the RBI, we are
required to maintain certain statutory and regulatory permits and approvals for our business. In the future,
we will be required to renew such permits and approvals and obtain new permits and approvals for any
proposed operations. There can be no assurance that the relevant authorities will issue any of such
permits or approvals in the time-frame anticipated by us or at all. Failure by us to renew, maintain or
obtain the required permits or approvals may result in the interruption of our operations and may have a
material adverse effect on our business, financial condition and results of operations.

Further, the RBI has not provided for any ceiling on interest rates that can be charged by non-deposit
taking NBFCs. There may be future changes in the regulatory system or in the enforcement of the laws
and regulations including policies or regulations or legal interpretations of existing regulations, relating
to or affecting interest rates, taxation, inflation or exchange controls, that could have an adverse effect
on non-deposit taking NBFCs. In addition, we are required to make various filings with the RBI, the
RoC and other relevant authorities pursuant to the provisions of RBI regulations, Companies Act, 2013
and other regulations. If we fail to comply with these requirements, or a regulator claims we have not
complied with such requirements, we may be subject to penalties. Moreover, these laws and regulations
can be amended, supplemented or changed at any time such that we may be required to restructure our
activities and incur additional expenses in complying with such laws and regulations, which could
materially and adversely affect our business. In addition, any historical or future failure to comply with
the terms and conditions of our existing regulatory or statutory approvals may cause us to lose or become
unable to renew such approvals.

50. We are subject to stringent labour laws, thus making it difficult for us to maintain flexible human
resource policies, which could have an adverse effect on our business, financial condition and
results of operations.

India has stringent labour legislation that protects the interests of workers, including legislation that sets
forth detailed procedures for employee removal and dispute resolution and imposes financial obligations
on employers. This makes it difficult for our Company to maintain flexible human resource policies,
discharge employees or downsize, which though not quantifiable, may adversely affect our Company’s
business and profitability. Our Company has a registered trade union under the Trade Unions Act, 1926.
Our Company’s revised pay scales with its unionised employees expire on December 31, 2016. Although
our Company considers its relations with its employees to be stable, 27% of ou employees are unionised
and although our Company has not lost any time on account of strikes or labour unrest to date, our
Company’s failure to effectively re-negotiate wage revisions or other legitimate union activity could
result in work stoppages. Any such work stoppage, though not quantifiable, could have an adverse effect
on our Company’s business, financial condition and results of operations.

51. Some of the properties taken on lease by us may have certain irregularities in title, as a result of
which our operations may be impaired.

Our Company has taken property on lease for its branch office and it is possible that the lease for such
property may not be renewed on favourable terms. The property may not have been constructed or
developed in accordance with local planning and building laws and other statutory requirements. In
addition, there may be certain irregularities in title in relation to some of our Company’s owned/leased
properties. For example, some of the agreements for such arrangements may not have been duly executed
and/or adequately stamped or registered in the land records of the local authorities or the lease deeds
may have expired and not yet been renewed. Since registration of land title in India is not centralised
and has not been fully computerised, the title to land may be defective as a result of a failure on the part
of our Company, or on the part of a prior transferee, to obtain the consent of all such persons or duly
complete stamping and registration requirements. The uncertainty of title to land may impede the
processes of acquisition, independent verification and transfer of title, and any disputes in respect of land
title to which our Company may become party may take several years and considerable expense to
resolve if they become the subject of court proceedings. Any such dispute, proceedings or irregularities
may have an impact on the operation of our Company’s business.

52. We have not entered into any definitive arrangements to utilise the net proceeds of the Issue
towards the objects of this Issue.

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We intend to utilize the net proceeds raised through this Issue towards lending to infrastructure projects,
after meeting the Issue expenses, subject to the terms and conditions of the CBDT Notification. Our
Company has not entered into any definitive agreements for utilization of the net proceeds towards the
object of this Issue.

53. We may become liable for the acts or omissions of external consultants engaged by PFCCL.

Our Company’s wholly-owned subsidiary, PFCCL, provides consultancy services and undertakes
execution of consultancy assignments in the power sector for its clients. For these purposes, PFCCL also
engages external consultants. Our Company also engages external consultants in the course of its
business to assist in the conduct of the bidding process, among others. In the event that any acts or
omissions of these external consultants may result in professional negligence or breach of contract, our
Company may become liable to its clients or third parties for the acts or omissions of such external
consultants, which could have an adverse affect on our Company’s business, financial condition and
results of operations.

54. There is a significant risk due to changes in environment norms being followed for the thermal
power projects. With our Company’s main focus financing of thermal projects, it may pose
problems in future.

With the adoption of norms provided for the climate conservation in line with the global parameters
there may be risk for the environmental norms being followed for the thermal power projects which is
our Company’s major focus in financing of power generation projects. This may pose a problem in the
future sanctions/ disbursements and also the timely implementation of these power projects.
Consequently any delay in implementation of these projects will have adverse impact on the financials
of our Company.

55. Depreciation of the Rupee against foreign currencies may have an adverse effect on our Company’s
results of operations and financial conditions.

As of March 31, 2015, our Company had outstanding foreign currency borrowing of approximately USD
1,273 million, JPY 24,209 million and EUR19 million, total USD equivalent of 1,495 million while
substantially all of our Company’s revenues are denominated in Rupees.

In 2013, there was a sharp depreciation in the Rupee against foreign currencies, including the USD, as a
result of growing concerns in relation to the current account deficit in India and a potential tapering of
quantitative easing by the United States Federal Reserve. Accordingly, depreciation of the Rupee against
these currencies will increase the Rupee cost to our Company of servicing and repaying itsforeign
currency borrowing. The hedging arrangements of our Company for its foreign currency exposure may
not fully protect our Company from foreign exchange fluctuations and the depreciation of the Rupee
against foreign currencies may have an adverse effect on our Company’s results of operation and
financial conditions.

56. Security of our Company’s IT systems may fail and adversely affect our Company’s business,
operations, financial condition and reputation.

Our Company is dependent on the effectiveness of its information security policies, procedures and
capabilities to protect its computer and telecommunications systems and the data such systems contain
or transmit. An external information security breach, such as a hacker attack, fraud, a virus or worm, or
an internal problem with information protection, such as a failure to control access to sensitive systems,
could materially interrupt our Company’s business operations or cause disclosure or modification of
sensitive or confidential information. Our Company’s operations also rely on the secure processing,
storage and transmission of confidential and other information in its computer systems and networks.
Our Company’s computer systems, software and networks may be vulnerable to unauthorised access,
computer viruses or other malicious code and other events that could compromise data integrity and
security. Although our Company maintains procedures and policies to protect its IT systems, such as a
data back-up system, disaster recovery and a business continuity system, any failure of our Company’s
IT systems as mentioned above could result in business interruption, material financial loss, regulatory
actions, legal liability and harm to our Company’s reputation. Furthermore, any delay in implementation

39
or disruption of the functioning of our Company’s IT systems could disrupt its ability to track, record,
process financial information or manage creditors/debtors or engage in normal business activities.

RISKS RELATING TO THE INDIAN ECONOMY

57. A slowdown in economic growth in India could adversely impact our business.

The “Sixth Bi-Monthly Monetary Policy Statement, 2014-2015” by the RBI in February, 2015 places
the overall GDP growth rate for Fiscal 2015 at 5.5% with an estimate for real GDP growth in Fiscal 2016
to rise to 6.5% Any slowdown in the Indian economy or in the growth of the industry to which our
Company provides financing to or any future volatility in global commodity prices could adversely affect
our Company’s borrowers and the growth of our Company’s business, which in turn could adversely
affect our Company’s business, financial condition and results of operations. India’s economy could be
adversely affected by a general rise in interest rates, currency exchange rates, adverse conditions
affecting agriculture, commodity and electricity prices or various other factors. Furthermore, conditions
outside India such as slowdowns in the economic growth of other countries could have an impact on the
growth of the Indian economy and Government policy may change in response to such conditions. The
Indian economy and financial markets are also significantly influenced by worldwide economic,
financial and market conditions. Any financial turmoil, especially in the United States, Europe or China,
may have a negative impact on the Indian economy. Although economic conditions differ in each
country, investors’ reactions to any significant developments in one country can have adverse effects on
the financial and market conditions in other countries. A loss of investor confidence in the financial
systems, particularly in other emerging markets, may cause increased volatility in Indian financial
markets. The global financial turmoil, an outcome of the sovereign credit crisis in Europe, has led to a
loss of investor confidence in worldwide financial markets. Indian financial markets have also
experienced the effect of the global financial turmoil, evident from the decline in SENSEX, BSE’s
benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy,
thereby having a material adverse effect on our Company’s business, financial condition and results of
operations.

58. Any downgrading of India’s debt rating by an international rating agency could have a negative
impact on our Company’s business.

Our Company is rated by international rating agencies namely, Standard & Poor’s, Fitch and Moody’s
for its foreign currency borrowing (i) Moody’s has granted us an Issuer rating of “Baa3”, (ii) Fitch has
granted us long-term issuer default ratings of “BBB-/ Stable” and (iii) Standard & Poor's has granted
long-term issuer credit rating “BBB-/ Stable”.

There can be no assurance that these ratings will not be further revised, suspended or withdrawn by
Moody’s, Standard & Poor’s or Fitch or that international rating agencies will also not downgrade India’s
credit ratings.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely impact our Company’s ability to raise additional financing in the international
markets, and the interest rates and other commercial terms at which such additional financing is
available. This could have a material adverse effect on our Company’s business and future financial
performance, our Company’s ability to obtain financing for providing finance to the power sector.

59. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian
economy, which could adversely impact our Company’s financial condition.

A decline in India’s foreign exchange reserves could impact the value of the Rupee and result in reduced
liquidity and higher interest rates, which could adversely affect our Company’s future financial
condition. Alternatively, high levels of foreign funds inflow could add excess liquidity to the system,
leading to policy interventions, which would also allow slowdown of economic growth. In either case,
an increase in interest rates in the economy following a decline in foreign exchange reserves could
adversely affect our Company’s business, prospects, financial condition and results of operations.

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60. Private participation in the power sector in India is dependent on the continued growth of the
Indian economy and regulatory developments in India. Any adverse change in policy/
implementation/ industry demand may adversely affect us.

Although the power sector is rapidly growing in India, we believe that further development of this sector
is dependent upon the formulation and effective implementation of regulations and policies that facilitate
and encourage private sector investment in power projects. Many of these regulations and policies are
evolving and their success will depend on whether they are designed to adequately address the issues
faced and are effectively implemented. In addition, these regulations and policies will need continued
support from stable and experienced regulatory regimes that not only stimulate and encourage the
continued investment of private capital into power projects, but also lead to increased competition,
appropriate allocation of risk, transparency, and effective dispute resolution. The availability of private
capital and the continued growth of the private power sector in India are also linked to continued growth
of the Indian economy. Many specific factors in the power sector may also influence the success of
power projects, including changes in policies, regulatory frameworks and market structures. Any adverse
change in the policies relating to the power sector may leave us with unutilized capital and interest and
debt obligations to fulfil. If the Central and state Governments’ initiatives and regulations in the power
sector do not proceed in the desired direction, or if there is any downturn in the macroeconomic
environment in India, our business prospects, financial condition and results of operations could be
adversely affected. In addition, it is generally believed that demand for power in India will increase in
connection with expected increases in India's GDP. However, there can be no assurance that demand for
power in India will increase to the extent we expect or at all. In the event demand for power in India
does not increase as anticipated, the extent to which we are able to grow our business by financing the
growth of the power sector would be limited and this could have a material adverse effect on our
business, financial condition and results of operations.

61. Significant shortages in the supply of crude oil, natural gas or coal could adversely affect the Indian
economy and the power sector projects to which we have exposure, which could adversely affect our
Company.

India imports approximately 80% of its requirements of crude oil. Although oil prices have shown a
marked lack of volatility recently, volatility in oil prices is expected to increase, as the current
compressed level in oil prices appears inconsistent with falling inventories, limited global spare capacity
and an escalation in the number and connectedness of geopolitical risks. The GoI has deregulated retail
prices of certain fuels, and prices have moderated in Fiscal year 2014 due to concerns over a slowdown
in global economic growth. The GoI has also deregulated the prices of certain oil products resulting in
greater pass-through of international crude prices to domestic oil prices. Any significant increase in oil
prices could affect the Indian economy, including the power sector, and the Indian banking and financial
system. High oil prices could also add to inflationary pressures in the Indian economy. In addition,
increases in oil prices may have a significant impact on the power sector and related industries in which
our Company has substantial exposure. This could adversely affect our Company’s business including
its ability to grow, the quality of its asset portfolio, its financial condition and its ability to implement its
strategy. Natural gas is a significant input for power projects. India has experienced interruptions in the
availability of natural gas, which has caused difficulties in these projects. Continued difficulties in
obtaining a reliable, timely supply of natural gas could adversely affect some of the projects our
Company finances and could impact the quality of our Company’s asset portfolio and our Company’s
financial condition. Prices of other key raw materials, for example steel, coal and cement, have also risen
in recent years and if the prices of such raw materials approach levels that project developers deem
unviable, this will result in a slowdown in the infrastructure sector and thereby reduce our Company’s
business opportunities, its financial condition and its ability to implement its strategy. Continued
shortages of fuel could adversely affect some of the projects our Company finances and could impact
the quality of our Company’s asset portfolio and our Company’s financial condition. With regard to coal,
while there are substantial proven reserves in India, significant investments are required to mine the
reserves. There can be no assurance that such investments will be made. Domestic coal demand is
expected to increase significantly, driven by significant Indian power capacity addition. High
dependence on domestic coal could therefore expose power companies to potential availability risks. In
the case of a shortage of coal, the productivity of the domestic coal-fired power stations could be reduced
and their expansion plans hindered. Domestic power companies also import coal however there is no
assurance that such sources of coal will continue to be available to the power companies at reasonable
price or terms.

41
62. Economic developments and volatility in securities markets in other countries may negatively affect
the Indian economy.

The Indian securities market and the Indian economy are influenced by economic and market conditions
in other countries. Although economic conditions are different in each country, investors’ reactions to
developments in one country can have adverse effects on the securities of companies in other countries,
including India. A loss of investor confidence in the financial systems of other emerging markets may
cause volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any
worldwide financial instability could also have a negative impact on the Indian economy, including the
movement of exchange rates and interest rates in India.

The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and
market corrections. The collapse of the sub-prime mortgage loan market in the United States that began
in September 2008 led to increased liquidity and credit concerns and volatility in the global credit and
financial markets in following Fiscal years. The European sovereign debt crisis has led to renewed
concerns for global financial stability and increased volatility in debt and equity markets. These and
other related factors such as concerns over recession, inflation or deflation, energy costs, geopolitical
issues, slowdown in economic growth in China and Renminbi (Chinese Yuan) devaluation, commodity
prices and the availability and cost of credit have had a significant impact on the global credit and
financial markets as a whole, including reduced liquidity, greater volatility, widening of credit spreads
and a lack of price transparency in the United States and global credit and financial markets.

In the event that the current difficult conditions in the global financial markets continue or if there are
any significant financial disruptions, this could have an adverse effect on our Company’s cost of funding,
loan portfolio, business, future financial performance and the trading price of any Bonds issued under
the Programme. Negative economic developments, such as rising Fiscal or trade deficits, or a default on
national debt in other emerging market countries may also affect investor confidence and cause increased
volatility in Indian securities markets and indirectly affect the Indian economy in general.

63. Political instability or changes in Go I could delay the liberalization of the Indian economy and
adversely affect economic conditions in India generally, which could impact our financial results
and prospects.

Our Company is incorporated in India, derives its revenues from operations in India and all its assets are
located in India. Consequently, our Company’s performance may be affected by interest rates,
Government policies, taxation, social and ethnic instability and other political and economic
developments affecting India. The GoI has traditionally exercised and continues to exercise significant
influence over many aspects of the Indian economy. Our Company’s business, may be affected by
changes in the GoI’s policies, including taxation. Current macro-economic situations and global
conditions might lead to a gradual departure from an accommodative fiscal and monetary policy, which
would affect exchange rates and interest rates. Such events could also affect India’s debt rating, our
Company’s business, its future financial performance and the trading price of the Bonds.

64. Difficulties faced by other financial institutions or the Indian financial sector generally could cause
our business to suffer.

We are exposed to the risks consequent to being part of the Indian financial sector. This sector in turn
may be affected by financial difficulties and other problems faced by Indian financial institutions.
Certain Indian financial institutions have experienced difficulties during recent years, and some co-
operative banks have also faced serious financial and liquidity difficulties in the past. Any major
difficulty or instability experienced by the Indian financial sector could create adverse market
perception, which in turn could adversely affect our business and financial performance.

65. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries
could adversely affect the financial markets and our business.

India has from time to time experienced social and civil unrest and hostilities both internally and with
neighbouring countries. Present relations between India and Pakistan continue to be fragile on the issues
of terrorism, armament and Kashmir. India has also experienced terrorist attacks in some parts of the

42
country, including in July, 2011 in Mumbai, India’s financial capital, which resulted in the loss of life,
property and business. India has also experienced terrorist attacks in other parts of the country. These
hostilities and tensions could lead to political or economic instability in India and possible adverse effects
on our Company’s business and its future financial performance. Furthermore, India has also
experienced social unrest in some parts of the country. If such tensions occur in other parts of the country,
leading to overall political and economic instability, it could have an adverse effect on our Company’s
business and its future financial performance. Events of this nature in the future, as well as social and
civil unrest within other countries in Asia, could negatively impact the Indian economy.

66. Natural calamities could have a negative impact on the Indian economy and cause our business
to suffer.

India has experienced natural calamities such as earthquakes, floods and drought in the recent past. The
extent and severity of these natural disasters determine their impact on the Indian economy. Prolonged
spells of below normal rainfall in the country or other natural calamities could have a negative impact
on the Indian economy, affecting our Company’s business and potentially causing the trading price of
the Bonds to decrease. Because our Company’s operations are located in India, our Company’s business
and operations could be interrupted or delayed as a result of a natural disaster in India, which could affect
our Company’s business, financial condition and results of operations. Health epidemics could also
disrupt our Company’s business. In Fiscal year 2010, there were outbreaks of swine flu, caused by the
H1N1 virus, in certain regions of the world including India and several other countries in Asia. Any
future outbreak of health epidemics may restrict the level of business activity in affected areas, which
may in turn adversely affect our Company’s business.

67. There may be other changes to the regulatory framework that could adversely affect us.

We are under the administrative control of the MoP and a number of our activities are subject to
supervision and regulation by statutory authorities including the RBI, the SEBI and IRDA. We are also
subject to policies/procedures of GoI departments such as the MoF, MCA and DPE. In addition, our
borrowers in the power sector are subject to supervision and regulation by the CEA, CERC and SERCs.
Furthermore, we are subject to changes in Indian law as well as to changes in regulation and Government
policies and accounting principles. We also receive certain benefits and takes advantage of certain
exemptions available to us as a public financial institution under Section 2(72) of the Companies Act,
2013 and as a systemically important non-deposit taking NBFC that are also IFCs under the RBI Act. In
addition, the statutory and regulatory framework for the Indian power sector has undergone a number of
changes in recent years and the impact of these changes is yet to be seen. The Electricity Act puts in
place a framework for major reforms in the sector. Furthermore, there could be additional changes in the
manner of determination of tariff and other policies and licensing requirements for, and tax incentives
applicable to, companies in the power sector. Presently, we are not aware of the nature or extent of any
future review and amendment of the Electricity Act and rules and policies issued thereunder, and it is
possible that any amendments may have an adverse impact on our business, financial condition and
results of operations. Applicable laws and regulations governing our borrowers and us could change in
the future and any such changes could adversely affect our business, financial condition and results of
operations.

68. Direct capital market access by our borrowers could adversely affect us.

The Indian capital markets are developing and maturing and, as such, there may be a shift in the pattern
of power sector financing. Financially stronger SPUs might source their fund requirement directly from
the market. We have large exposure to SPUs and such changes may have an adverse impact on our
business, financial condition and results of operations.

69. Recent global economic conditions have been unprecedented and challenging and have had, and
continue to have, an adverse effect on the Indian financial markets and the Indian economy in
general, which has had, and may continue to have, a material adverse effect on our business,
financial condition and results of operations.

Recent global market and economic conditions have been unprecedented and challenging with tighter
credit conditions and recession in most major economies. Continued concerns about the systemic impact
of potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and

43
cost of credit, and the global housing and mortgage markets have contributed to increased market
volatility and diminished expectations for western and emerging economies.

As a result of these market conditions, the cost and availability of credit has been and may continue to
be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of
the markets generally and the strength of counterparties specifically has led many lenders and
institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers.
These factors have led to a decrease in spending by businesses and consumers alike and corresponding
decreases in global infrastructure spending and commodity prices. Continued turbulence in the United
States, Europe and other international markets and economies and prolonged declines in business
consumer spending may adversely affect our liquidity and financial condition, and the liquidity and
financial condition of our customers, including our ability to refinance maturing liabilities and access the
capital markets to meet liquidity needs.

These global market and economic conditions have had, and continue to have, an adverse effect on the
Indian financial markets and the Indian economy in general, which may continue to have a material
adverse effect on our business and our financial performance.

70. Companies operating in India are subject to a variety of Central and state Government taxes and
surcharges.

Tax and other levies imposed by the Central and State Governments in India that affect the tax liability
of the Corporation include Central and state taxes and other levies including income tax, value added
tax, service tax, stamp duty and other special taxes surcharges and cess etc. These taxes are extensive
and subject to change from time to time. There is a proposal to introduce a new Goods and Services Tax
(GST) from 1st April, 2016 that would replace the indirect taxes on goods and services such as Central
excise duty, service tax, Central sales tax, State VAT, surcharge, luxury tax, octroi, entry tax, cess etc.
currently being collected by the Central / State Governments. The Central Government has proposed to
reduce corporate income tax from current level of 30% to 25% over a period of 4 years, but may phase
out some or all tax exemptions / deductions which the Corporates get under Income Tax Act. Any such
amendments may affect the overall tax liability of Companies operating in India and result in significant
additional taxes becoming payable. Additional tax exposure could adversely affect our business and
results of operations.

RISKS RELATING TO THE BONDS

71. Our Company will be unable to redeem or buy back the Bonds issued to FPIs, QFIs, FIIs (together
“RFPIs”) in the event that listing of the Bonds on the BSE is not completed within 15 days of the
issuance

The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000, as amended from time to time (the “Transfer Regulations”) permits RFPIs to
subscribe to, on a repatriation basis, either directly from the issuer or through a registered stock broker
or recognised stock exchange primary issues of “to be listed” non-convertible bonds provided such non-
convertible bonds are committed to be listed within 15 days of its issuance. The Bonds are proposed to
be listed on the BSE. However, in accordance with Indian law and practice, permissions for listing and
trading of the Bonds issued pursuant to this Issue will not be granted until after the Bonds have been
issued and allotted. Approval for listing and trading will require all relevant documents authorising the
issuing of Bonds to be submitted. There could be a failure or delay in listing the Bonds on BSE and our
Company cannot provide any assurance on the listing approval being received within 15 days of the
investment or issuance. In the event of such non-convertible bonds issued not being listed within 15 days
of investment or issuance for any reason, the RFPIs are required to immediately dispose of those non-
convertible bonds either by way of sale to a third party or to the issuer. The CBDT Notification pursuant
to which the Bonds are being offered while permitting all Qualified Institutional Buyers (including
RFPIs) to invest in the Bonds provides that the tenure of the tax free bonds shall be 10, 15 or 20 years
and does not specifically permit the issuer to buy back or redeem the Bonds prior to its redemption date
. Pursuant to this restriction in the CBDT Notification, the Company will be unable to redeem the Bonds,
if the listing on BSE is not completed within 15 days of the issuance and the RFPI will have to sell the
same to a third party within 15 days of the issuance of the Bonds. Our Company will also be unable to
include a term of the Bonds pursuant to the Transfer Regulations that it will redeem or buy back the

44
bonds, in case they are not listed within 15 days of issuance due to the restriction in the CBDT
Notification. For further details please refer to section titled “Terms of the Issue” in Page 237.

Our Company cannot assure that we will be able to obtain the listing approval within 15 days of the
investment or issuance by the RFPI and it will not be able to compensate or make good any cost or loss
incurred by the RFPI in disposing of the Bonds, nor will the Company be responsible for any adverse
consequences arising on the RFPI under Foreign Exchange Management Act, 1999 or the Transfer
Regulations.

Pursuant to the listing risk, each RFPI is advised to determine the suitability of the investment in the
Bonds and the implications, after considering the risk that the listing of the Bonds on the BSE may not
be completed within 15 days of the issuance and given the restriction on buy back/ redemption of the
Bonds by our Company in such an eventuality.

72. Risks relating to any international regulations, FATCA, taxation rules may apply on the RFPIs/NRIs
and other foreign entities as the Issue may be marketed to RFPIs, and NRIs

The Bonds have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the
adequacy of this Draft Shelf Prospectus. Any representation to the contrary is a criminal offence in the
United States and may be a criminal offence in other jurisdictions. The Bonds have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state
securities laws in the United States and may not be offered or sold within the United States under the
U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws in the United
States. Further, any person making or intending to make an offer of Bonds within the European Economic
Area (“EEA”) which are the subject of the Issue contemplated in this Draft Shelf Prospectus should only
do so in circumstances in which no obligation arises for our Company to produce a prospectus for such
offer.

Foreign Account Tax Compliance Act withholding may affect payments on the Bonds. Sections 1471
through 1474 of the U.S. Internal Revenue Code of 1986 (“FATCA”) impose a new reporting regime
and, potentially, a 30%. withholding tax with respect to (i) certain payments from sources within the
United States, (ii) “foreign passthru payments” made to certain non-U.S. financial institutions that do not
comply with this new reporting regime, and (iii) payments to certain investors that do not provide
identification information with respect to interests issued by a participating non-U.S. financial institution.
FATCA may affect payments made to custodians or intermediaries in the payment chain leading to the
ultimate investor if any such custodian or intermediary generally is unable to receive payments free of
FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution
that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that
fails to provide its broker (or other custodian or intermediary from which it receives payment) with any
information, forms, other documentation or consents that may be necessary for the payments to be made
free of FATCA withholding. This is not a complete analysis or listing of all potential tax consequences
of FATCA. Investors should consult their own tax advisers to obtain a more detailed explanation of
FATCA and how FATCA may affect them. India and The United States have signed an agreement on 9
July to share financial information about their residents, which takes effect on 30 September, 2015 and
the amendments to the Income Tax Act, hav been notified on 7 August by the CBDT. Therefore if any
withholding or deduction is required pursuant to section 1471 through 1474 of the US Internal Revenue
Code of 1986 (FATCA), any regulation or agreements thereunder, official interpretations thereof, or any
law implementing an intergovernmental approach thereto, our company shall make such FATCA
deduction and shall not be liable to compensate, reimburse, indemnify or otherwise make any payment
whatsoever directly or indirectly in respect of such FATCA deduction.

73. There has been no prior public market for the Bonds and it may not develop in the future, and
the price of the Bonds may be volatile.

The Bonds have no established trading market. There can be no assurance that an active public market
for the Bonds will develop or be sustained. The liquidity and market prices of the Bonds can be expected
to vary with changes in market and economic conditions, our financial condition and prospects and other
factors that generally influence market price of Bonds. Such fluctuations may significantly affect the

45
liquidity and market price of the Bonds, which may trade at a discount to the price at which you purchase
the Bonds.

74. The Bonds are classified as ‘tax free bonds’ and accordingly, only the interest payable on
them is eligible for tax exemption under Section 10(15)(iv)(h) of the Income Tax Act.

The Bonds are classified as ‘tax free bonds’ issued in terms of Section 10(15)(iv)(h)of the Income Tax
Act and the CBDT Notification. In accordance with the said section, the amount of interest on such
bonds shall be entitled to exemption under the provisions of Income Tax Act. Therefore only the amount
of interest on bonds is exempt and not the actual amount of investment.

75. There is no guarantee that the Bonds issued pursuant to this Issue will be listed on BSE in a
timely manner, or at all.

In accordance with Indian law and practice, permissions for listing and trading of the Bonds issued
pursuant to this Issue will not be granted until after the Bonds have been issued and allotted. Approval
for listing and trading will require all relevant documents authorising the issuing of Bonds to be
submitted. There could be a failure or delay in listing the Bonds on BSE.

76. You may not be able to recover, on a timely basis or recover at all, the full value of the
outstanding amounts and/ or the interest accrued thereon, in connection with the Bonds.

Our ability to pay interest accrued on the Bonds and/ or the principal amount outstanding from time to
time in connection therewith would be subject to various factors, including our financial condition,
profitability and the general economic conditions in India and in the global financial markets. We cannot
assure you that we would be able to repay the principal amount outstanding from time to time on the
Bonds and/ or the interest accrued thereon in a timely manner, or repay at all.

77. A debenture redemption reserve will be created, only up to an extent of 25% for the Bonds and in the
absence of profits, we may not be able to transfer adequate amounts to the DRR.

The Company (Share Capital and Debentures) Rules, 2014 has prescribed that adequacy of DRR will
be 25% of the value of debentures issued through public issue. Therefore, our Company will maintain
a DRR only to the extent of 25% of the Bonds or such a percentage as may be required under applicable
regulation as amended from time to time issued and the Bondholders may find it difficult to enforce
their interests in the event of or to the extent of a default in excess of such reserve.
The amount to be credited as DRR will be carved out of the profits of our Company only and there is no
obligation on the part of our Company to create DRR if there is no profit or no adequate profit for the
year to pay dividends for the particular year. Accordingly, if we are unable to generate adequate profits,
the DRR created by us may not be adequate to meet the 25% of the value of the debentures issued.

78. Any downgrading in credit rating of our Bonds may affect the trading price of our Bonds and our
ability to raise funds.

CRISIL has assigned a rating of ‘CRISIL AAA/ Stable’ to the long term borrowing programme of our
Company for an amount upto ` 50,000 crores for the Fiscal 2016, by its letter dated April 6, 2015 and
revalidated the said rating vide its letter dated June 23, 2015 and August 27, 2015. ICRA has assigned a
rating of ‘[ICRA] AAA’ to the long term borrowing programme of our Company (including bonds and
long term bank borrowing) for an amount upto ` 60,000 crores for the Fiscal 2016, by its letter dated
April 8, 2015 and revalidated the said rating vide its letter dated June 22, 2015 its letter dated August 31,
2015. CARE has assigned its rating of 'CARE AAA' to overall borrowing programme of our Company
for an amount upto ` 60,000 crores (including short term borrowing aggregating to ` 10,000 crores as
a sub-limit) for Fiscal 2016 by its letter dated April 7, 2015 and revalidated the said rating vide its letter
dated June 22, 2015 and August 31, 2015. These ratings may be suspended, withdrawn or revised at
any time. Any revision or downgrading in the credit rating may lower the trading price of the Bonds
and may also affect our ability to raise further debt. For the rationale for these ratings, see Annexure
B of this Draft Shelf Prospectus.

79. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred by
law.

46
The Bonds will be secured by a charge on the book debts of the Company. However, the Bonds will be
subordinated to certain liabilities preferred by law such as to claims of the GoI on account of taxes, and
certain liabilities incurred in the ordinary course of our transactions. In particular, in the event of
bankruptcy, liquidation or winding-up, our assets will be available to pay obligations on the Bonds only
after all of those liabilities that rank senior to these Bonds have been paid. In the event of bankruptcy,
liquidation or winding-up, there may not be sufficient assets remaining, after paying amounts relating to
these proceedings, to pay amounts due on the Bonds. Further, there is no restriction on the amount of
debt securities that we may issue that may rank above the Bonds. The issue of any such debt securities
may reduce the amount recoverable by investors in the Bonds on our bankruptcy, winding-up or
liquidation.

80. Foreign investors, including RFPIs and NRIs subscribing to the Bonds are subject to risks in
connection with (i) exchange control regulations, and, (ii) fluctuations in foreign exchange rates.

The Bonds will be denominated in Indian rupees and the payment of interest and redemption amount
shall be made in Indian rupees. Various statutory and regulatory requirements and restrictions apply in
connection with the Bonds held by NRIs and RFPIs (Exchange Control Regulations). The amounts
payable to NRIs and RFPIs holding the Bonds, on redemption of the Bonds and/or the interest
paid/payable in connection with such Bonds would accordingly be subject to prevailing Exchange
Control Regulations. Any change in the Exchange Control Regulations may adversely affect the ability
of such NRIs and RFPIs to convert such amounts into other currencies, in a timely manner or may not
be permitted to be converted at all. Further, fluctuations in the exchange rates between the Indian rupee
and other currencies could adversely affect the amounts realized by NRIs and RFPIs on redemption or
payment of interest on the Bonds by us.

81. The Bonds are not guaranteed by the Republic of India.

The Bonds are not the obligations of, or guaranteed by, the Republic of India. Although the Government
owned 67.80% of our Company’s issued and paid up share capital as of August 31, 2015, the
Government is not providing a guarantee in respect of the Bonds. In addition, the Government is under
no obligation to maintain the solvency of our Company. Therefore, investors should not rely on the
Government ensuring that our Company fulfils its obligations under the Bonds.

82. Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used as
collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of the
Bonds.

83. The Bonds are subject to the risk of change in law.

The terms and conditions of the Bonds are based on Indian law in effect as of the date of issue of the
relevant Bonds. No assurance can be given as to the impact of any possible judicial decision or change
to Indian law or administrative practice after the date of issue of the relevant Bonds and any such change
could materially and adversely impact the value of any Bonds affected by it.

84. Some of the information included in this Draft Shelf Prospectus has been prepared by third parties
and may be inaccurate or outdated.

This Draft Shelf Prospectus includes information on the Indian economy and the Indian power industry
taken from third parties, which our Company believes are reliable. However, the information taken from
third parties and included in this Draft Shelf Prospectus may be inaccurate and outdated, and our
Company makes no representation or warranty, express or implied, as to the accuracy or completeness
of this information. Statements from third parties that involve estimates are subject to change, and actual
amounts may differ materially from those included in this Draft Shelf Prospectus. Our Company also
cannot provide any assurance that the third parties have used correct or sound methodology to prepare
the information included in this Draft Shelf Prospectus.

47
SECTION III-INTRODUCTION

THE ISSUE

The CBDT has vide the CBDT Notification, authorised our Company to raise the Bonds aggregating to ` 1,000
crores in Fiscal 2016. Our Company has raised ` 300 crores vide listed private placement on July 17, 2015 pursaunt
to the CBDT Notification. Our Company proposes to raise balance amount of upto ` 700 crores through the issue
of Bonds under one or more tranches prior to March 31, 2016, as approved by its Board by its resolution dated
February 11, 2015.

The following is a summary of the terms of the Bonds, to be issued for an amount not exceeding the Shelf Limit.
This section should be read in conjunction with, and is qualified in its entirety by, more detailed information in
the section titled “Terms of the Issue” on page 237.

COMMON TERMS FOR ALL SERIES OF THE BONDS

Issuer Power Finance Corporation Limited.


Type of instrument Tax free bonds of face value of ` [] each, in the nature of secured, redeemable,
non-convertible debentures, having benefits under section 10(15)(iv)(h) of the
Income Tax Act, to be issued in one or more tranches on the terms and
conditions as set out in separate Tranche Prospectus(es) for each such Tranche
Issue
Nature of the instrument Secured
Seniority Pari passu with other secured creditors
Mode of the issue Public issue
Lead Managers Edelweiss Financial Services Limited, A.K. Capital Services Limited, RR
Investors Capital Services Pvt. Ltd., Karvy Investor Services Limited
Debenture Trustee Milestone Trusteeship Services Private Limited
Depositaries NSDL and CDSL
Registrar Bigshare Services Private Limited
Base Issue As specified in the respective Tranche Prospectuses for each Tranche Issue
Option to retain As specified in the respective Tranche Prospectuses for each Tranche Issue
Oversubscription Amount
Total Issue Size Base Issue as mentioned in the respective Tranche Prospectus(es) with an
option to retain oversubscription upto the rated size, as specified in the Shelf
Prospectus
Eligible investors See the section titled “Issue Procedure – Who can apply?” on page 253
Objects of the Issue Please see “Objects of the Issue” on page 93 of this Draft Shelf Prospectus
Details of utilization of the See the section titled “Objects of the Issue” on page 93
proceeds
Interest rate As specified in the Tranche Prospectus for a particular Series
Step up/ Step down interest As specified in the Tranche Prospectus for a particular Series
rates
Interest type As specified in the Tranche Prospectus for a particular Series
Interest reset process As specified in the Tranche Prospectus for a particular Series
Frequency of interest As specified in the Tranche Prospectus for a particular Series
payment
Interest payment date As specified in the Tranche Prospectus for a particular Series
Day count basis Actual/ Actual
Interest on application As specified in the Tranche Prospectus for a particular Series
money

48
Default interest rate As specified in Debenture Trust Deed
Tenor 10 years, 15 years and 20 years from the Deemed Date of Allotment as
specified in the Tranche Prospectus
Redemption Date As specified in the Tranche Prospectus for a particular Series
Redemption Amount The principal amount on the Bonds along with interest accrued on them as on
the Redemption Date
Redemption premium/ As specified in the Tranche Prospectus for a particular Series
discount
Issue Price (in `) ` []
Discount at which security As specified in the Tranche Prospectus for a particular Series
is issued and the effective
yield as a result of such
discount.
Put option date Not applicable
Put option price Not applicable
Call option date Not applicable
Call option price Not applicable
Put notification time. Not applicable
Call notification time Not applicable
Face value ` [] per Bond
Minimum Application size As specified in the Tranche Prospectus for a particular Series
and in multiples of 1(one)
NCD thereafter
Market Lot/ Trading Lot One Bond
Pay-in date Application Date. The entire Application Amount is payable on Application
Credit ratings CRISIL has assigned a rating of ‘CRISIL AAA/ Stable’ to the long term
borrowing programme of our Company for an amount upto ` 50,000 crores
for Fiscal 2016, by it letter dated April 6, 2015 and revalidated the said rating
vide its letter dated June 23, 2015 and August 27, 2015. ICRA has assigned a
rating of ‘[ICRA] AAA’ to the long term borrowing programme of our
Company (including bonds and long term bank borrowing) for an amount upto
` 60,000 crores for Fiscal 2016, by its letter dated April 8, 2015 and revalidated
the said rating vide its letter dated June 22, 2015 and August 31, 2015. CARE
has assigned its rating of 'CARE AAA' to overall borrowing programme of our
Company for an amount upto ` 60,000 crores (including short term borrowing
aggregating to ` 10,000 crores as a sub-limit) for Fiscal 2016 by its letter dated
April 7, 2015 and revalidated the said rating vide its letter dated June 22, 2015
and August 31, 2015. Instruments with these ratings are considered to have the
highest degree of safety regarding timely servicing of financial obligations and
such instruments carry lowest credit risk. For details, see the section titled
“Terms and Conditions in Connection with the Bonds” on page 232. For the
rationale for these ratings, see Annexure B of this Draft Shelf Prospectus.
Listing The NCDs are proposed to be listed on BSE. The NCDs shall be listed within
12 Working Days from the date of Issue Closure.
For more information, see “Other Regulatory And Statutory Disclosures –
Listing” on page 207 of this Draft Shelf Prospectus
Security The security for the Bonds proposed to be issued, being a charge on the book
debts of our Company by a first pari passu, and/ or any other security, movable
or immovable property pursuant to the terms of the Debenture Trust Deed, to
be created within three months of Deemed Date of Allotment, in accordance
with the SEBI Debt Regulations and Companies Act, 2013.
Issue size ` 700 crores.

49
Option to retain As specified in the respective Tranche Prospectuses for each Tranche Issue
oversubscription
Security cover At least 100% of the outstanding Bonds at any point of time, alongwith interest
thereon
Modes of payment Please see the section titled “Issue Procedure – Payment Instructions” on
page 265
Trading In dematerialised form only
Issue opening date []
**
Issue closing date []
**The Issue shall remain open for subscription on Working Days from 10 a.m. to 5
p.m. during the period indicated above, except that the Issue may close on such earlier
date or extended date as may be decided by the Board or a duly constituted committee
thereof. In the event of an early closure or extension of the Issue, our Company shall
ensure that notice of the same is provided to the prospective investors through an
advertisement in a reputed daily national newspaper on or before such earlier or
extended date of Issue closure. On the Issue Closing Date Application Forms will be
accepted only between 10 a.m. and 3p.m. (Indian Standard Time) and uploaded until
5p.m. or such extended time as may be permitted by the BSE.
Record date 15 (fifteen) days prior to the relevant interest payment date, relevant
Redemption Date for Bonds issued under the relevant Tranche Prospectus. In
the event the Record Date falls on second Saturday or fourth Saturday
or Sunday or a public holiday in India, the succeeding Working Day will be
considered as the Record Date.
Transaction documents This Draft Shelf Prospectus, the Shelf Prospectus, the Tranche Prospectus(es)
read with any notices, corrigenda, addenda thereto, the Debenture Trust Deed
and other security documents, if applicable, and various other documents/
agreements/ undertakings, entered or to be entered by our Company with Lead
Managers and/or other intermediaries for the purpose of this Issue including
but not limited to the Debenture Trust Deed, the Debenture Trustee Agreement,
the Tripartite Agreements, the Escrow Agreement, the Registrar MoU and the
Agreement with the Lead Managers and the Consortium Agreement. For
further details please refer to “Material Contracts and Documents for
Inspection” on page 296 of this Draft Shelf Prospectus
Conditions precedent to Other than the conditions specified in the SEBI Debt Regulations, there are no
disbursement conditions precedents to disbursement. See “General Information -
Utilisation of Issue Proceeds” on page 227 of this Draft Shelf Prospetus
Conditions subsequent to Other than the conditions specified in the SEBI Debt Regulations, there are no
disbursement conditions subsequent to disbursement. See “General Information -
Utilisation of Issue Proceeds” on page 227 of this Draft Shelf Prospetus
Events of default See the section titled “Terms of the Issue – Events of Default” on page 247 of
this Draft Shelf Prospectus
Cross default provisions Not applicable
Deemed date of Allotment The date on which the Board of Directors/or any committee thereof approves
the Allotment of the Bonds for each Tranche Issue or such date as may be
determined by the Board of Directors/ or any committee thereof and notified
to the Designated Stock Exchange. The actual Allotment of Bonds may take
place on a date other than the Deemed Date of Allotment. All benefits relating
to the Bonds including interest on Bonds (as specified for each Tranche Issue
by way of the relevant Tranche Prospectus) shall be available to the
Bondholders from the Deemed Date of Allotment
Roles and responsibilities of See the section titled “Terms of the Issue – Debenture Trustee” on page 249
the Debenture Trustee of this Draft Shelf Prospectus
Governing law and The governing law and jurisdiction for the purpose of the Issue shall be Indian
jurisdiction law, and the competent courts of jurisdiction in New Delhi, India, respectively
Working day convention If any Interest Payment Date falls on a day that is not a Working Day, the
payment shall be made on the immediately succeeding Working Day along

50
with interest for such additional period. Such additional interest will be
deducted from the interest payable on the next date of payment of interest. If
the Redemption Date of any Series of the NCDs falls on a day that is not a
Working Day, the redemption/maturity proceeds shall be paid on the
immediately preceding Working Day along with interest accrued on the NCDs
until but excluding the date of such payment
* In terms of Regulation 4(2)(d) of the SEBI Debt Regulations, our Company will undertake this public issue of the Bonds in
dematerialised form. However, in terms of section 8(1) of the Depositories Act, our Company, at the request of the
Investors who wish to hold the Bonds in physical form will fulfil such request. However, trading in Bonds shall be
compulsorily in dematerialized form.

SPECIFIC TERMS FOR EACH SERIES OF BONDS

The terms of each series of Bonds are set out below:

Series of Bonds*
Options For Category I, II & III#
Tranche [●] Series [●] Tranche [●] Series [●] Tranche [●] Series [●]
Coupon rate As specified in the Tranche As specified in the Tranche As specified in the Tranche
(%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Annualised As specified in the Tranche As specified in the Tranche As specified in the Tranche
yield (%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Series of Bonds*
Options For Category IV#
Tranche [●] Series [●] Tranche [●] Series [●] Tranche [●] Series [●]
Coupon rate As specified in the Tranche As specified in the Tranche As specified in the Tranche
(%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Annualised As specified in the Tranche As specified in the Tranche As specified in the Tranche
yield (%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
For Category I, II, IIIand IV#
Tenor 10 years 15 years 20 years
Redemption 10 years from Deemed Date 15 years from Deemed Date 20 years from Deemed Date
Date of Allotment of Allotment of Allotment
Redemption Repayment of the face value Repayment of the face value Repayment of the face value
Amount (`/ and any interest that may and any interest that may and any interest that may
Bond) have accrued on the have accrued on the have accrued on the
Redemption Date. Redemption Date. Redemption Date.
Frequency of As specified in the Tranche As specified in the Tranche As specified in the Tranche
interest Prospectus for a particular Prospectus for a particular Prospectus for a particular
payment Series of Bonds. Series of Bonds. Series of Bonds.
Minimum As specified in the Tranche As specified in the Tranche As specified in the Tranche
application Prospectus for a particular Prospectus for a particular Prospectus for a particular
size Series of Bonds. Series of Bonds. Series of Bonds.
In multiples As specified in the Tranche As specified in the Tranche As specified in the Tranche
of Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Face value ` [] ` [] ` []
(`/ Bond)
Issue price ` [●] ` [●] ` [●]
(`/ Bond)

51
Modes of Through various available Through various available Through various available
interest modes** modes** modes**
payment
Put option None. None. None.
and call
option
*
Our Company shall allocate and allot Tranche [] Series []/ Series [] (depending upon the category of
applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant
Series of Bond.
**
For various modes of interest payment, see the section titled “Terms of the Issue – Modes of Payment”
on page 245.
# In pursuance of CBDT Notification and for avoidance of doubts, it is clarified as under:
a. The coupon rates indicated under Tranche [] Series [], Tranche [] Series [] and Tranche [] Series
[] shall be payable only on the Portion of Bonds allotted to Category IV in the Issue. Such coupon is
payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under
Category IV.
b. In case the Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series
[] are transferred by Category IV to Category I, Category II and/or Category III, the coupon rate on such
Bonds shall stand at par with coupon rate applicable on Tranche [] Series [], Tranche [] Series [] and
Tranche [] Series [] respectively.

c. Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall
continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are
held by investors falling under Category IV;
d. If on any Record Date, the original Category IV allotee(s)/ transferee(s) hold the Bonds under Tranche []
Series [], Tranche [] Series [] and Tranche [] Series [] for an aggregate face value amount of over
` 10 lacs, then the coupon rate applicable to such Category IV allottee(s)/transferee(s) on Bonds under
Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall stand at par with coupon
rate applicable on Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] respectively;
e. Bonds allotted under Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall carry
coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s) of
such Bonds;
f. For the purpose of classification and verification of status of the Category IV of Bondholders, the aggregate
face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the respective Tranche
Issue shall be clubbed and taken together on the basis of PAN.
The MCA has, through its circular (General Circular No. 06/2015) dated April 9, 2015, clarified that in such cases
wherein the effective yield on the bonds is greater than the prevailing yield of one year, three year, five year or ten
year Government Security closest to the tenor of the loan, there is no violation of sub-section (7) of section 186 of
the Companies Act, 2013
Participation by any of the Investor classes in this Issue will be subject to applicable statutory and/or
regulatory requirements. Applicants are advised to ensure that Applications made by them do not exceed the
investment limits or maximum number of Bonds that can be held by them under applicable statutory and/or
regulatory provisions.

52
SUMMARY OF FINANCIAL INFORMATION

STATEMENT OF STANDALONE ASSETS & LIABILITIES

(` in crore)

As at As at As at As at As at
Description March 31, March 31, March 31, March 31, March 31,
2015 2014 2013 2012 2011
A EQUITY AND LIABILITIES
I. Share Holders' Funds
(1)
(i) Share Capital 1,320.04 1,320.04 1,320.02 1,319.93 1,147.77
(ii) Reserves & Surplus 30,899.17 26,054.57 22,256.13 18,872.18 14,034.72
32,219.21 27,374.61 23,576.15 20,192.11 15,182.49

Non-Current Liabilities
(2)
(i) Long Term Borrowing
Secured 20,786.66 22,776.66 6,636.67 5,361.55 235.36
Un-secured 1,44,186.80 1,19,714.91 1,14,514.19 90,505.43 69,748.67
1,64,973.46 1,42,491.57 1,21,150.86 95,866.98 69,984.03

Deferred Tax Liabilities


(ii) 189.25 274.22 219.79 87.43 82.97
(Net)

(iii) Other Long Term Liabilities 333.81 347.62 539.80 550.64 678.38

(iv) Long Term Provisions 963.61 473.04 162.33 41.98 25.16

Current Liabilities
(3)

(i) Short -Term Borrowing


Secured 1,928.17 0.00 860.55 294.47 0.00
Un-secured 2,136.24 1,314.49 7,849.42 3,776.73 6,255.59
(ii) Other Current Liabilities
Current Maturity of Long
a)
term Borrowing

Secured 1,990.00 0.00 0.00 0.00 0.00

Un-secured 16,745.28 15,409.00 9,612.08 10,187.73 9,323.50


b) Other 6,660.15 6,244.00 5,048.30 3,783.84 2,776.35
(iv) Short Term Provisions 525.23 235.55 209.51 277.74 290.32
29,985.07 23,203.04 23,579.86 18,320.51 18,645.76

Total 2,28,664.41 1,94,164.10 1,69,228.79 1,35,059.65 1,04,598.79

B ASSETS
(1) Non-current Assets
II . (i) Fixed Assets

53
As at As at As at As at As at
Description March 31, March 31, March 31, March 31, March 31,
2015 2014 2013 2012 2011

Tangible Assets 104.48 102.31 101.39 98.88 94.73


Less: Accumulated
40.42 34.13 30.83 27.13 22.95
Depreciation
64.06 68.18 70.56 71.75 71.78

Intangible Assets 8.26 7.78 7.87 6.86 4.21


Less: Accumulated
6.53 5.33 4.09 2.60 1.56
Amortization
1.73 2.45 3.78 4.26 2.65

Capital Works in Progress 0.00 0.00 0.00 0.45 2.28

(ii) Non-Current Investments


Trade 12.00 12.00 12.00 12.00 12.00
Others 335.28 336.34 145.66 43.26 37.97

(iii) Long Term Loans


Secured 1,29,622.68 1,12,481.72 81,738.47 61,097.57 43,894.69
Un-Secured 68,220.23 56,310.39 60,785.69 50,919.43 43,529.08
1,97,842.91 1,68,792.11 1,42,524.16 1,12,017.00 87,423.77

(iv) Other Non Current Assets 224.72 209.68 376.07 101.43 157.00

(2) Current Assets


(i) Current Investments 504.04 3.83 3.83 3.83 3.83

(ii) Cash and Bank Balances 5,070.80 60.19 4,753.94 1,988.25 2,350.31

(iv) Short Term Loans


Secured 549.88 912.98 1,000.00 2,267.02 500.00
Un-Secured 2,337.34 1,483.08 1,416.11 3,910.85 1,605.77
(iv) Other Current Assets
Current Maturity of Long
a)
Term Loans
Secured 10,723.51 12,620.48 10,433.13 7,490.49 4,300.18

Un-Secured 5,588.58 4,944.27 4,987.48 4,380.24 5,732.56

b) Other Assets 5,409.56 4,718.51 3,502.07 2,768.82 2,398.69


30,183.71 24,743.34 26,096.56 22,809.50 16,891.34

Total 2,28,664.41 1,94,164.10 1,69,228.79 1,35,059.65 1,04,598.79

54
STATEMENT OF REFORMATTED STANDALONE PROFIT AND LOSS

(` in crore)
Year Year Year Year
Year ended
ended ended ended ended
Description March
March March March March
31,2015
31,2014 31,2013 31,2012 31,2011

I. Revenue from Operations


(a) Interest 24,585.61 20,772.81 16,755.44 12,439.80 9,619.27
(b) Other Operating Income 131.33 167.93 160.86 247.61 94.61
(b) Other Financial Services 144.38 381.82 187.07 148.82 258.99

II. Other Income


Other Income 45.48 15.04 6.42 22.23 32.07

III Total (I+II) 24,906.80 21,337.60 17,109.79 12,858.46 10,004.94

IV. EXPENSES ,
Finance Costs 15,438.18 12,999.73 10,828.32 8,286.01 6,268.28
Bond Issue expenses 31.40 79.09 97.33 196.89 63.05
Employee benefit expenses 85.81 85.11 80.94 72.08 67.09
Provision for contingencies 842.91 469.89 80.85 142.79 31.79
Provision for decline in value of investments 1.06 (0.15) (0.00) (0.02) (0.06)
Depreciation and Amortization expenses 6.09 4.93 5.70 5.42 5.05
CSR Expences 117.49 63.23 16.30 13.24 11.86
Other Expenses 7.79 77.75 42.12 38.63 13.67
Prior Period Items (net) (2.16) (0.29) (8.81) (0.83) 0.07
Total 16,528.57 13,779.29 11,142.75 8,754.21 6,460.80

V. Profit before exceptional and 8,378.23 7,558.31 5,967.04 4,104.25 3,544.14


extraordinary items and tax (III-IV)

VI. Exceptional items 0.00 0.00 0.00 0.00 0.00

Profit before extraordinary items and tax


VII. 8,378.23 7,558.31 5,967.04 4,104.25 3,544.14
(V-VI)

VIII Extraordinary items


0.00 0.00 0.00 0.00 0.00
.

IX. Profit Before Tax (VII-VIII) 8,378.23 7,558.31 5,967.04 4,104.25 3,544.14

X. Tax Expenses
(1) Current Tax
for current year 2,502.42 2,075.81 1,543.57 1,070.87 898.99

55
Year Year Year Year
Year ended
ended ended ended ended
Description March
March March March March
31,2015
31,2014 31,2013 31,2012 31,2011
for earlier years 0.46 10.32 (128.49) (2.82) (10.45)
2,502.88 2,086.13 1,415.08 1,068.05 888.54

(2) Deferred Tax liability(+) / Asset(-) (83.98) 54.43 132.36 4.46 36.02

Profit (Loss) for the period from


XI. continuing operations (IX-X) 5,959.33 5,417.75 4,419.60 3,031.74 2,619.58

56
STATEMENT OF REFORMATTED STANDALONE CASH FLOWS

(` in Crore)
Year ended Year ended Year ended Year ended Year ended
PARTICULARS March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011

I. Cash Flow from Operating Activities :-

Net Profit before Tax and Extraordinary


items 8,378.23 7,558.31 5,967.04 4,104.25 3,544.14

ADD: Adjustments for


Loss on Sale of Assets (net) (0.04) 0.08 0.03 0.02 0.06
Depreciation / Amortization 6.09 4.93 5.70 5.42 5.05
Amortization of Zero Coupon Bonds &
47.50 102.74 135.98 24.48 57.97
Commercial Papers
Foreign Exchange Loss/Gain 222.64 414.06 163.76 147.83 (2.47)
Provision for decline in value of investments 1.06 (0.15) (0.00) (0.02) (0.06)
Provision for Contingencies 842.91 469.89 80.85 142.79 31.79
Dividend on investment (31.46) (2.14) (2.44) (2.86) (3.49)
Provision for CSR Expenditure &
117.49 63.23 16.30 0.00 0.00
Sustainable Expenditure
Provision for interest under IT Act 4.32 5.22 4.07 4.90 0.22
Provision for Retirement Benefits/Other
21.94 9.73 11.63 3.10 10.68
Welfare Expenses/Wage revision
Operating profit before working Capital
9,610.68 8,625.90 6,382.92 4,429.91 3,643.89
Changes:

Increase/Decrease :
Loans Disbursed (Net) (28,504.61) (28,492.02) (30,256.10) (30,587.60) (19,755.37)
Other Current Assets (791.79) (927.47) (1,304.59) (668.49) (559.28)
Foreign Currency Monetary Item Translation
328.65 (231.24) 37.44 (515.41) 0
Difference A/c
Liabilities and provisions 356.40 989.44 1,438.89 972.69 901.54
Cash flow before extraordinary items (19,000.67) (20,035.39) (23,701.44) (26,368.90) (15,769.22)

Extraordinary items 0.00 0.00 0.00 0.00 0.00


Cash Inflow/Outflow from operations
(19,000.67) (20,035.39) (23,701.44) (26,368.90) (15,769.22)
before Tax

Income Tax paid (2,453.36) (2,015.57) (1,554.02) (992.68) (865.72)


Income Tax Refund 5.67 57.96 5.56 388.21 0.00

Net Cash flow from Operating Activities (21,448.36) (21,993.00) (25,249.90) (26,973.37) (16,634.94)

II. Cash Flow From Investing Activities :

Sale / decrease of Fixed Assets 0.18 0.17 0.05 0.12 0.64


Purchase of Fixed Assets (4.30) (1.47) (4.13) (7.14) (7.42)
Increase/decrease in Capital Works in
0.00 0.00 0.45 1.83 (0.55)
Progress
Investments in Subsidiaries 0.00 (190.11) (105.05) (5.12) 0.00
Dividend / Interest and profit on sale of
31.46 2.14 2.44 2.86 3.49
investment
Other Investments (500.21) (0.42) 7.22 (34.15) (22.39)
Net Cash Used in Investing Activities (472.87) (189.69) (99.02) (41.60) (26.23)

57
Year ended Year ended Year ended Year ended Year ended
PARTICULARS March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011

III. Cash Flow From Financial Activities :

Issue of Equity Shares 0.00 0.44 1.60 3,413.73 0.00


Issue of Bonds (including premium) (Net) 32,857.60 21,143.54 21,388.12 27,758.41 10,313.05
Raising of Long Term Loans (Net) (7,885.00) 5,465 460.50 (1,663.50) 1,985
Raising of Foreign Currency Loans (Net) 566.33 67.27 2,653.46 461.46 2,214.60
Raising of Short Term Loans (Net) -
805 (3,650.00) 5,000 (4,050.00) 3,400
Commercial paper
Loan Against Fixed Deposits / Working
Capital Demand Loan / OD / CC / Line of 1,928.17 (3,819.77) (251.43) 1,830.16 565.92
Credit (Net)
Interest Subsidy Fund (12.52) (21.91) (230.43) (75.66) (211.62)
Unclaimed Bonds (Net) (0.57) (0.17) (0.56) (1.25) (16.31)
Payment of Final Dividend (including
(30.89) (154.43) (153.41) (230.11) (200.76)
Corporate Dividend Tax) of Previous year
Payment of Interim Dividend (including
(1,346.14) (1,359.05) (920.49) (767.03) (468.44)
Corporate Dividend Tax) of Current year
Net Cash in-flow from Financing
26,881.98 17,670.92 27,947.36 26,676.21 17,581.44
Activities

Net Increase/Decrease in Cash & Cash


Equivalents 4,960.75 (4,511.77) 2,598.44 (338.76) 920.27

Add : Cash & Cash Equivalents at beginning


58.69 4,570.47 1,972.03 2,310.79 1,390.52
of the period
Cash & Cash Equivalents at the end of the
5,019.44 58.69 4,570.47 1,972.03 2,310.79
period

Details of Cash & Cash Equivalents at the end of


the year:
i) Balances in current accounts with:
Reserve Bank of India 0.05 0.05 0.05 0.05 0.05
Scheduled Banks 127.16 0.28 2.94 18.71 247.21
ii) Cheques in hand 0.01 58.36 0.01 0.06 0.38
iii) Imprest with postal authority 0.00 0.00 0.00 0.01 0.01
Fixed Deposits with Scheduled Banks
iv) 4,892.22 0 4,567.47 1,953.20 2,063.14
(original maturity up to three months)
Sub Total (I) 5,019.44 58.69 4,570.47 1,972.03 2,310.79

Details of Earmarked Cash and Bank Balances


at the end of the year:
Balances in current accounts with scheduled
i) banks for payment of interest on bonds, 1.36 1.50 1.25 0.98 0.61
dividend, etc.
ii) IPDS
Balances in current account with schedule
5 0.00 0.00 0.00 0.00
banks
Fixed Deposits with Banks 45 0.00 0.00 0.00 0.00
iii) APDRP
Fixed Deposits with Banks 0.00 0.00 12.11 11.01 34.89
Public issue Account with Escrow Collection
iv) 0.00 0.00 165.37 0.00 0.00
Banker

58
Year ended Year ended Year ended Year ended Year ended
PARTICULARS March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011

Sub Total (II) 51.36 1.50 178.73 11.99 35.50


Other Balances
Fixed Deposits with Scheduled Banks
i) 0.00 0.00 4.74 4.23 4.02
(original maturity more than three months)
- - 4.74 4.23 4.02
Total Cash and Bank Balance at the end
5,070.80 60.19 4,753.94 1,988.25 2,350.31
of the year. (I+II)

59
STATEMENT OF REFORMATTED CONSOLIDATED ASSETS & LIABILITIES

(` in crore)

As at As at As at As at As at
Description March 31, March 31, March 31, March 31, March 31,
2015 2014 2013 2012 2011

I. A EQUITY & LIABILITIES

(1) Share Holders' Funds


(a) Share Capital 1,320.04 1,320.04 1,320.02 1,319.93 1,147.77
(b) Reserves & Surplus 31,091.31 26,202.23 22,359.70 18,957.61 14,093.04
32,411.35 27,522.27 23,679.72 20,277.54 15,240.81
(2) Non-Current Liabilities
(a) Long Term Borrowing
Secured 20,786.66 22,776.66 6,636.67 5,361.55 235.36
Unsecured 1,44,208.75 1,19,714.91 1,14,514.19 90,505.43 69,748.67
1,64,995.41 1,42,491.57 1,21,150.86 95,866.98 69,984.03

(b) Deferred Tax Liabilities


188.27 273.00 218.63 86.75 82.90
(Net)
(c) Other Long Term
333.81 347.62 539.81 550.64 678.38
Liabilities
(d) Long Term Provisions 963.97 473.19 162.35 41.98 25.16

(3) Current Liabilities


(a) Short -Term Borrowing
Secured 1,928.17 0.24 860.55 294.47 0.00
Un-secured 2,136.24 1,314.49 7,849.42 3,776.73 6,255.59
(b) Trade Payables 17.04 2.54 2.69 1.22 0.68
(c) Other Current Liabilities
(i) Current Maturity of Long
term Borrowing
Secured 1,990.00 0.00 0.00 0.00 0.00
Un-secured 16,745.28 15,409.00 9,612.08 10,187.73 9,323.50
(d) Others 6,672.68 6,246.31 5,052.23 3,789.40 2,794.68
(e) Short Term Provisions 529.43 239.47 211.02 292.82 304.27
30,018.84 23,212.06 23,587.99 18,342.37 18,678.72

Total 2,28,911.65 1,94,319.71 1,69,339.36 1,35,166.26 1,04,690.00

II ASSETS
(1) Non-current Assets
(a) Fixed Assets
(i) Tangible Assets 142.65 104.00 102.40 99.63 94.92
Less: Accumulated
42.94 34.85 31.24 27.29 23.01
Depreciation
99.71 69.15 71.16 72.34 71.91

60
As at As at As at As at As at
Description March 31, March 31, March 31, March 31, March 31,
2015 2014 2013 2012 2011

(ii) Intangible Assets 8.34 7.80 7.89 6.88 4.23


Less: Accumulated
6.55 5.35 4.10 2.61 1.56
Amortization
1.79 2.45 3.79 4.27 2.67

(iii) Capital Works in Progress 2.42 0.66 0.00 0.45 2.28

(b) Non-Current Investments


Trade 12.00 12.00 12.00 12.00 12.00
Others 11.80 11.60 11.03 10.92 10.72

(c) Long Term Loans


Secured 1,29,710.11 1,12,505.80 81,738.47 61,097.57 43,894.69
Un-Secured 68,220.23 56,310.39 60,785.69 50,919.42 43,529.09
1,97,930.34 1,68,816.19 1,42,524.16 1,12,016.99 87,423.78

(d) Other Non Current Assets

(i) Fixed Deposits with


Scheduled Banks
93.27 27.36 22.85 13.26 59.32
(original maturity more than
twelve months)
(ii) Other 225.64 210.61 376.80 115.31 157.00

(2) Current Assets


(a) Current Investments 504.04 3.83 3.83 3.83 3.83
(b) Trade receivables
More than Six Months 9.57 1.11 2.25 0.89 1.34
Others 19.02 5.93 4.12 3.16
(c) Cash and Bank Balances 5,367.36 459.49 4,957.61 2,087.76 2,384.92

(d) Current Maturity of Long


Term Loans

Secured 10,725.25 12,621.28 10,433.13 7,490.49 4,300.18


Un-Secured 5,588.58 4,944.27 4,987.48 4,380.24 5,732.56
16,313.83 17,565.55 15,420.61 11,870.73 10,032.74
(e) Short Term Loans
Secured 549.88 912.98 1,000.00 2,267.02 500.00
Un-Secured 2,337.34 1,483.08 1,416.11 3,910.85 1,605.77
2,887.22 2,396.06 2,416.11 6,177.87 2,105.77
(f) Other Assets 5,433.64 4,737.72 3,513.04 2,776.48 2,421.72

Total 2,28,911.65 1,94,319.71 1,69,339.36 1,35,166.26 1,04,690.00

61
STATEMENT OF REFORMATTED CONSOLIDATED PROFITS AND LOSS

(` in crore)
Year Year Year Year Year
ended ended ended ended ended
Description
March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011

I. Revenue from Operations


(a) Interest 24,589.49 20,774.55 16,755.44 12,439.80 9,619.27
(b) Consultancy / Advisory Services 56.78 42.20 32.33 47.93 46.46
(c) Other Operating Income 159.82 197.13 161.06 247.77 94.61
(d) Other Financial Services 146.79 388.59 187.07 148.82 258.99
24,952.88 21,402.47 17,135.90 12,884.32 10,019.33
II. Other Income
Other Income 59.00 27.45 18.96 33.21 39.15

III Total (I+II) 25,011.88 21,429.93 17,154.86 12,917.53 10,058.48

IV. EXPENSES
Finance cost 15,450.28 13,007.79 10,832.90 8,287.81 6,270.84
Bond Issue expenses 31.40 79.09 97.33 196.89 63.05
Employee benefit expenses 101.47 96.56 90.82 81.68 72.97
Provision for contingencies 843.07 470.22 80.85 142.79 31.79
Provision for decline in value of investments 1.06 (0.15) (0.003) (0.02) (0.06)
Depreciation and Amortization expenses 7.92 5.23 5.96 5.54 5.08
CSR Expenses 118.50 63.23 16.30 13.24 11.86
Other Expenses 14.45 83.76 46.10 42.35 17.27
Preliminary Expenses written off 0.00 0.00 0.00 2.27 0.01
Prior Period Items (net) (2.14) (0.23) (8.92) (0.87) 0.08
Total 16,566.01 13,805.50 11,161.34 8,771.68 6,472.89

V. Profit before exceptional and extraordinary 8,445.87 7,624.42 5,993.52 4,145.85 3,585.59
items and tax (III-IV)

VI. Exceptional items 0.00 0.00 0.00 0.00 0.00

Profit before extraordinary items and tax


VII. 8,445.87 7,624.42 5,993.52 4,145.85 3,585.59
(V-VI)

VIII. Extraordinary items 0.00 0.00 0.00 0.00 0.00

IX. Profit Before Tax (VII-VIII) 8445.87 7624.42 5993.52 4145.85 3585.59

X. Tax Expenses
(1) Current Tax
for current year 2,525.38 2,098.03 1,551.98 1,085.96 912.94
for earlier years (0.18) 10.18 (128.08) (2.77) (10.45)

62
Year Year Year Year Year
ended ended ended ended ended
Description
March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011
2,525.20 2,108.21 1,423.90 1,083.19 902.49

(2) Deferred Tax liability(+) / Asset(-) (83.73) 54.37 131.88 3.81 35.98

Profit (Loss) for the period from continuing


XI. 6,004.40 5,461.84 4,437.74 3,058.85 2,647.12
operations (IX-X)

63
STATEMENT OF REFORMATTED CONSOLIDATED CASH FLOWS

(` in crore)
Year Year Year Year Year
ended ended ended ended ended
PARTICULARS
March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011
I. Cash Flow from Operating Activities :-

Net Profit before Tax and Extraordinary


items 8,445.88 7,624.42 5,993.52 4,145.85 3,585.59

ADD: Adjustments for


Loss on Sale of Assets (net) (0.03) 0.08 0.03 0.02 0.06
Depreciation / Amortization 7.93 5.23 5.96 5.54 5.08
Amortization of Zero Coupon Bonds &
47.50 102.74 135.98 24.48 57.97
Commercial Papers
Foreign Exchange Translation Loss 222.64 414.06 163.76 147.83 (2.47)
Provision for decline in value of investments 1.06 (0.15) (0.00) (0.02) (0.06)
Provision for Contingencies 843.07 469.95 80.85 142.79 31.79
Dividend on investment (31.46) (2.14) (11.67) (12.33) (6.32)
Provision for CSR Expenditure & Sustainable
117.49 63.23 16.30 0 0
Expenditure
Provision for interest under IT Act 4.32 5.22 4.07 4.90 0.22
Provision for Retirement Benefits/Other
21.99 9.80 11.64 3.10 10.68
Welfare Expenses/Wage revision
Interest Received (14.26) (13.21) (9.32) 0 0
Interest paid 0.12 0.01 0.02 0.01 0.27
Operating profit before working Capital
9,666.25 8,679.24 6,391.14 4,462.16 3,682.81
Changes:

Increase/Decrease :
Loans Disbursed (Net) (28,568.92) (28,516.88) (30,256.10) (30,587.60) (19,755.37)
Other Current Assets (772.62) (1,232.35) (1,316.72) (693.37) (596.80)
Foreign Currency Monetary Item Translation
328.65 (231.24) 37.44 (515.41) 0
Difference A/c
Liabilities and provisions 374.57 986.23 1,435.51 970.89 901.05
(18,972.07) (20,315.00) (23,708.72) (26,363.32) (15,768.31)
Cash flow before extraordinary items

Extraordinary items 0.00 0.00 0.00 0.00 0.00

Cash Inflow/Outflow from operations (18,972.07) (20,315.00) (23,708.72) (26,363.32) (15,768.31)


before Tax

Income Tax paid (2,475.24) (2,038.83) (1,564.97) (1,005.54) (879.60)


Income Tax Refund 5.74 57.97 5.56 388.21 0

Net Cash flow from Operating Activities (21,441.57) (22,295.86) (25,268.13) (26,980.65) (16,647.91)

II Cash Flow From Investing Activities :

Sale / decrease of Fixed Assets 0.19 0.17 0.05 0.12 0.64


Purchase of Fixed Assets (40.90) (2.81) (4.38) (7.71) (7.55)
Increase/decrease in Capital Works in
(1.60) 0.00 0.45 1.83 (0.55)
Progress
Investments in Subsidiaries (0.20) 0.00 (0.25) (0.08) 0.10

64
Year Year Year Year Year
ended ended ended ended ended
PARTICULARS
March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011
Interest Received 14.25 13.21 12.43 0 0
Dividend on investments 31.46 2.14 8.29 6.79 7.18
Other Investments (495.11) (3.51) 5.85 (36.49) (21.03)

Net Cash Used in Investing Activities (491.91) 9.20 22.44 (35.54) (21.21)

III Cash Flow From Financial Activities :

Issue of Equity Shares 0.00 0.44 1.60 3,413.73 0.00


Issue of Bonds (including premium) (Net) 32,857.60 21,143.54 21,388.12 27,758.41 10,313.05
Raising of Long Term Loans (Net) (7,863.06) 5,465 460.50 (1,663.50) 1,985
Raising of Foreign Currency Loans (Net) 566.33 67.27 2,653.46 461.46 2,214.60
Interest Paid (0.12) 0.00 0.00 0.00 0.00
Commercial paper (Net) 805 (3,650.00) 5,000 (4,050.00) 3,400
Loan Against Fixed Deposits / Working
Capital Demand Loan / OD / CC / Line of 1,928.17 (3,819.77) (251.43) 1830.16 565.92
Credit (Net)
Interest Subsidy Fund (12.52) (21.91) (230.43) (75.66) (211.62)
Unclaimed Bonds (Net) (0.57) (0.17) (0.56) (1.25) (16.31)
Payment of Final Dividend (including
(30.89) (154.43) (153.41) (230.11) (200.76)
Corporate Dividend Tax) of Previous year

Payment of Interim Dividend (including


(1,346.14) (1,359.05) (920.49) (767.03) (468.44)
Corporate Dividend Tax) of Current year
Interest Paid 0.00 (0.01) (0.98)
Share Application Money
Net Cash in-flow from Financing Activities 26,903.80 17,670.92 27,947.36 26,676.20 17,580.46

Net Increase/Decrease in Cash & Cash


4,970.32 (4,615.74) 2,701.66 (339.99) 911.34
Equivalents
Add : Cash & Cash Equivalents at beginning
62.88 4,678.62 1,976.96 2,316.95 1,405.61
of the period
Cash & Cash Equivalents at the end of the
5,033.20 62.88 4,678.62 1,976.96 2,316.95
period

Details of Cash & Cash Equivalents at the end of the


year:
I Balances in current accounts with:
Reserve Bank of India 0.05 0.05 0.05 0.05 0.05
Scheduled Banks 138.25 3.22 3.41 21.64 249.21
II Cheques in hand 0.01 58.36 0.63 0.95 0.38
III Imprest with postal authority 0.00 0.00 0.00 0.01 0.01
Fixed Deposits with Scheduled Banks
IV 4,894.89 1.25 4,674.53 1,954.31 2,067.30
(original maturity up to three months)
Sub Total (I) 5,033.20 62.88 4,678.62 1,976.96 2,316.95

Details of Earmarked Cash and Bank Balances at


the end of the year:
Balances in current accounts with scheduled
I banks for payment of interest on bonds, 1.36 1.50 1.25 0.98 0.61
dividend, etc.
II IPDS
Balances in current account with schedule
5 0.00 0.00 0.00 0.00
banks

65
Year Year Year Year Year
ended ended ended ended ended
PARTICULARS
March March March March March
31,2015 31,2014 31,2013 31,2012 31,2011
Fixed Deposits with Banks 45 0.00 0.00 0.00 0.00
III APDRP
Fixed Deposits with Banks 0.00 0.00 12.11 11.01 34.89
Public issue Account with Escrow Collection
IV 0.00 0.00 165.37 0.00 0.00
Banker
Sub Total (II) 51.36 1.50 178.73 11.99 35.50
Other Balances
Fixed Deposits with Scheduled Banks
I 282.80 395.11 100.26 98.81 32.47
(original maturity more than three months)
Fixed Deposits with Scheduled Banks
93.27 27.36 22.85 13.26 59.32
(original maturity more than twelve months)
Sub Total (III) 376.07 422.47 123.11 112.07 91.79
Total Cash and Bank Balance at the end of
5,460.63 486.85 4,980.46 2,101.02 2,444.24
the year. (I+II+III)

66
STATEMENT OF STANDALONE UN-AUDITED FINANCIAL RESULTS FOR THE QUARTER
ENDED JUNE 30, 2015

(` in crores, except as stated otherwise)


QUARTER ENDED YEAR
ENDED
Sl.
June 30, 2015 March 31, June 30, 2014 March 31,
No.
2015 2015
PARTICULARS (Un-audited) (Un-audited) (Un-audited) (Audited)

1) Income from Operations


(a) Interest Income 6,709.32 6,331.18 5,816.76 24,586.10
(b) Other Operating Income 45.97 58.39 39.51 275.22
Total Income from Operations 6,755.29 6,389.57 5,856.27 24,861.32

2) Expenses
(a) Interest, Finance and Other 4,284.83 4,193.72 3,803.48 16,313.55
Charges
(b) Employee Benefit Expenses 23.03 19.42 21.53 85.81
(c) Depreciation / Amortization 1.30 1.60 1.47 6.09
(d) Other Expenses 156.61 6.91 31.27 123.12
Total Expenses 4,465.77 4,221.65 3,857.75 16,528.57

3) Profit from Operations before Other 2,289.52 2,167.92 1,998.52 8,332.75


Income and Exceptional Items (1-2)

4) Other Income 3.77 31.92 5.51 45.48

5) Profit from ordinary activities before 2,293.29 2,199.84 2,004.03 8,378.23


Exceptional Items (3+4)

6) Exceptional items -- -- -- --

7) Profit from Ordinary Activities before 2,293.29 2,199.84 2,004.03 2,004.03


Tax (5+6)

8) Tax Expense 717.08 639.08 555.77 2,418.90


(a) Provision for Income Tax 692.77 685.09 585.23 2,502.88
(b) Deferred Tax Liability / (Deferred 24.31 (46.01) (29.46) (83.98)
Tax Asset)

9) Net Profit from Ordinary activities after 1,576.21 1,560.76 1,448.26 5,959.33
tax (7-8)

10) Extraordinary items (Net of tax expense) -- -- -- --

11) Net Profit for the period (9-10) 1,576.21 1,560.76 1,448.26 5,959.33

12) Share of Profit / (loss) of associates. -- -- -- --

13) Minority Interest -- -- -- --

14) Net Profit after taxes, minority interest 1,576.21 1,560.76 1,448.26 5,959.33
and share of profit / (loss) of associates
(11+12+13)

15) Paid-up Equity Share Capital (Face 1,320.04 1,320.04 1,320.04 1,320.04
value of share is ` 10)

16) Reserves excluding Revaluation reserves -- -- -- --


(As per audited balance Sheet as at 31st
March)

67
QUARTER ENDED YEAR
ENDED
Sl.
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No.
2015 2015
PARTICULARS (Un-audited) (Un-audited) (Un-audited) (Audited)
17) Earnings Per Share (EPS) (in `)

(a) Basic and Diluted EPS (before 11.94 11.83 10.97 45.15
Extraordinary items)

(b) Basic and Diluted EPS (after 11.94 11.83 10.97 45.15
Extraordinary items)

Part II : SELECT INFORMATION FOR THE QUARTER ENDED 30TH JUNE 2015

A Particulars of Shareholding
1 Public Shareholding :
Number of Shares 35,91,14,303 35,90,85,115 35,90,85,115 35,90,85,115
Percentage of Shareholding 27.205% 27.203% 27.203% 27.203%

2 Promoters and Promoter Group


Shareholding

(a) Pledged / Encumbered


Number of Shares -- -- -- --

Percentage of Shares (as a % of the -- -- -- --


total shareholding of Promoter)
Percentage of Shares (as a % of Total -- -- -- --
Share capital of the Company)

(b) Non - Encumbered


Number of Shares 96,09,26,401 96,09,55,589 96,09,55,589 96,09,55,589
Percentage of Shares (as a % of the 100% 100% 100% 100%
total shareholding of Promoter)
Percentage of Shares (as a % of Total 72.795% 72.797% 72.797% 72.797%
Share capital of the Company)
B Investor Complaints
Particulars Equity Shares Debt Securities
Pending at the beginning of the quarter 1 5
Received during the quarter 86 742
Disposed off during the quarter 86 742
Remaining unresolved at the end of the 1* 5#
quarter
* Pending # Since Settled
Notes :-
The above financial results for the quarter ended June 30, 2015 have been reviewed and recommended by the Audit
1 committee of Directors and approved by the Board of Directors in their respective meetings held on August 13, 2015 and
August 14, 2015 respectively. The same has been limited reviewed by the Statutory Auditors of the Company.

Interest Finance and Other charges at 2(a) of Part I above, includes provisions made during the quarter ended June 30,
2015 on account of (i) NPA - ` 40.49 crores (corresponding previous quarter ` 116.13 crores), (ii) Standard Assets `
2
6.44 crores (corresponding previous quarter ` 12.48 crores) and (iii) Restructured Standard Assets ` 201.34 crores
(corresponding previous quarter ` Nil)

68
QUARTER ENDED YEAR
ENDED
Sl.
June 30, 2015 March 31, June 30, 2014 March 31,
No.
2015 2015
PARTICULARS (Un-audited) (Un-audited) (Un-audited) (Audited)
The Company being a Government owned Non-Banking Financial Company is exempt from the RBI directions relating
to Prudential Norms. RBI has directed the Company, vide its letter dated July 25, 2013, to take steps to comply with RBI’s
Prudential Norms by March 31, 2016. Further, RBI vide its letter dated April 03, 2014 has allowed exemption from credit
concentration norms in respect of exposure to Central / State Government entities till March 31, 2016.
The Company follows its own prudential norms approved by the Ministry of Power (MoP), Govt.of India (GoI) (including
revisions approved by BoD in its meeting held on March 09, 2015 subject to the approval of MoP which is awaited) which
inter-alia includes norms for Restructuring / Reschedulement / Renegotiation (R/R/R) of loans which allows (i) two times
restructuring before COD, (ii) exemption to the loans having Central / state Government guarantee and loans to
Government department, and (iii) dispensation not to consider extension of repayment schedule without sacrifice as
restructuring for Government sector borrowers.

For R/R/R norms, RBI has advised our Company to follow the instructions contained in RBI circular DNBS.CO.PD.No.
367/03.10.01/2013-14 dated January 23, 2014, vide its letter dated April 03, 2014 inter-alia allowing maximum period of
delay in DCCO for which a loan can be restructured. The matter regarding applicability of RBI’s R/R/R norms was taken
up with RBI. In this regard, RBI vide its letter dated June 11, 2014 has allowed exemption from application of its
restructuring norms for Transmission & Distribution, Renovation & Modernization and Life Extension projects and also
the hydro projects in Himalayan region or affected by natural disasters for a period of 3 years i.e. till March 31, 2017.
3 Further, for new project loans to generating companies restructured w.e.f. April 01, 2015, the provisioning requirement
would be 5% and for stock of such outstanding loans as on March 31, 2015 to all generating companies, the provisioning
shall commence with a provision of 2.75% with effect from March 31, 2015 and reaching 5% by March 31, 2018. This
provision is in addition to the provision for diminution in fair value.

The Company vide its letter dated July 03, 2014 has communicated the manner of its implementation to RBI, further
reiterated vide Company’s letter dated November 27, 2014, inter-alia stating that all new project loans sanctioned with
effect from April 01, 2015 to generating companies would be regulated by RBI norms on R/R/R. RBI vide its letter dated
February 04, 2015 has informed that our Company’s request is under examination.

Pending decision by RBI regarding implementation of R/R/R norms, our Company is following its own norms read with
the manner of implementation as stated above.

During FY 2015-16, our Company is required to enhance provision on qualifying R/R/R loan assets from 2.75% to 3.50%
and the aforesaid additional provision @ 0.75% has been made during the current quarter itself. Accordingly, during the
quarter provision of ` 201.34 crores (corresponding previous quarter ` Nil) has been made on qualifying R/R/R loans
(private sector - ` 21,879.18 crores and Govt. Sector loan - Nil).

RBI vide letter dated June 30, 2015, received on July 03, 2015, has advised our Company that all loans including the
outstanding stock of loans under consortium shall be governed by the asset classification norms as prescribed in Circular
DNBR (PD) CC No. 002/03.10.001/2014-15 dated November 10, 2014. RBI has also informed that the asset classification
norms that would be applicable to new loans under consortium shall be communicated shortly. Accordingly, our Company
4
has amended its prudential norms w.e.f. July 03, 2015 so that the loan assets (excluding lease assets) outstanding as on
March 31, 2016 and overdue for a period of 5 months or more will be classified as non-performing assets (NPA). Our
Company has communicated the manner of implementation of asset classification norms to RBI vide letter dated August
13, 2015

In case of a restructured loan asset, categorized as sub-standard by the Company on 15.04.2015, the borrower has obtained
an ad-interim stay on further proceedings till 05.08.2015 from Hon’ble High Court of Madras vide order dated 17.06.2015.
The next hearing is scheduled to be held on 19.08.2015 and the stay stands extended accordingly. The Company had
5 sought a legal opinion with respect to asset classification, based on which, the loan asset has been re-classified from
restructured sub-standard to restructured standard asset and the NPA provision amounting to ` 339.99 crores made in the
account during the quarter has been reversed.

CSR provision for FY 2015-16 has been made during the quarter ended 30.06.2015 whereas in earlier years it was created
on proportionate basis in each quarter. Accordingly, during the quarter ended 30.06.2015 CSR provision amounting to `
6
145.79 crores (corresponding previous quarter ` 21.44 crores) has been made @ 2% of the average net profit before tax
of the Company earned during the three immediately preceding financial years.

During the current quarter, two subsidiaries namely Deoghar Infra Limited and Bihar Infrapower Limited have been
7 incorporated for developing the Ultra Mega Power Project in the state of Jharkhand and Bihar respectively. Equity infusion
in the above subsidiaries is yet to be made.

69
QUARTER ENDED YEAR
ENDED
Sl.
June 30, 2015 March 31, June 30, 2014 March 31,
No.
2015 2015
PARTICULARS (Un-audited) (Un-audited) (Un-audited) (Audited)
During the quarter, Company has applied for 2,50,00,000 equity shares of Energy Efficiency Services Limited (EESL) (a
8
joint venture company) of face value ` 10/- per share aggregating to ` 25.00 crores Allotment of shares is under process.

During the quarter, Government of India, Ministry of Power, acting through Department of Disinvestment has disinvested
9 29,188 equity shares of face value of ` 10/- each by selling it to Goldman Sachs Asset Management (India) Private
Limited.

On 27th July 2015, President of India, acting through and represented by Ministry of Power, Government of India has
sold 6,60,02,035 equity shares of face value of ` 10/- each representing 5% of the total paid up equity share capital of the
10
Company, out of its shareholding of 72.80%, through “Offer for Sale‟ of shares by Promoters through the Stock Exchange
mechanism. Post sale of shares, promoter shareholding stands at 67.80 % of the total paid up share capital of the Company.

The Company had exercised the option under para 46A of the AS-11 - ‘The Effects of Changes in Foreign Exchange
Rates’, to amortize the exchange differences on the long term foreign currency monetary items over their tenure.
11 Consequently, as on 30.06.2015 the unamortised debit balance under Foreign Currency Monetary Item Translation
Difference Account (FCMITDA) is ` 455.24 crores (as on 31.03.2015 ` 380.56 crores).

The Company’s main business is to provide finance for power sector. As such, there is no other separate reportable
12 segment as per the Accounting Standard 17 - 'Segment Reporting', issued by the Institute of Chartered Accountants of
India.

13 Tax Expenses includes current year tax provision and earlier years' tax expenses / adjustments.

14 Figures for the previous period have been regrouped / rearranged wherever necessary, in order to make them comparable.

M.K. GOEL
Place : New Delhi Chairman & Managing Director
Date : 14.08.2015 DIN - 00239813

70
SUMMARY OF BUSINESS

Unless otherwise specifically stated in this section, financial information included in this section for Fiscal 2011,
2012, 2013, 2014 and 2015 have been derived from our standalone financial statements for Fiscal 2011, 2012,
2013, 2014 and 2015. For further information, see the section titled “Certain Conventions, Use of Financial,
Industry and Market Data and Currency of Presentation” on page 13.

In this section, unless the context otherwise requires, a reference to the “Company” is a reference to Power Finance
Corporation Limited and unless the context otherwise requires, a reference to “we”, “us” and “our” refers to Power
Finance Corporation Limited and its Subsidiaries, joint ventures and associate companies.

Background

We are a leading financial institution in India focused on the power sector. We play a strategic role in the GoI’s
initiatives for the development of the power sector in India. We work closely with GoI state Governments and
power sector utilities, other power sector intermediaries and private sector clients for the development and
implementation of policies and structural and procedural reforms for the power sector in India. In addition, we are
involved in various GoI programs for the power sector, including acting as the nodal agency for the UMPP
program and the IPDS/R-APDRP and as a bid process coordinator through our wholly owned subsidiary PFC
Consulting Limited for the ITP scheme.

We provide a comprehensive range of financial products and related advisory and other services from project
conceptualization to the post-commissioning stage to our clients in the power sector, including for generation
(conventional and renewable), transmission and distribution projects as well as for related renovation and
modernization projects. We provide various fund based financial assistance, including long-term project finance,
short-term loans, buyer's line of credit, underwriting of debt and debt refinancing schemes as well as non-fund
based assistance including default payment guarantees, credit enhancement guarantees and letters of comfort. We
also provide various fee-based technical advisory and consultancy services for power sector projects through our
wholly owned subsidiary PFC Consulting Ltd.

We have also expanded our focus areas to include projects that represent forward and backward linkages to the
core power sector projects, including procurement of capital equipment for the power sector, fuel sources for
power generation projects and related infrastructure development. We also fund power trading initiatives.

Our primary sources of funds include equity capital, internal resources and domestic and foreign borrowing. We
currently enjoy the highest credit ratings of ‘CRISIL AAA/ Stable’, ‘[ICRA] AAA’ and ‘CARE AAA’ for our
long term borrowing programme and ‘CRISIL A1+’, ‘[ICRA] A1+’ and ‘CARE A1+’ for our short term
borrowing programme for Fiscal 2016 from CRISIL, ICRA and CARE respectively. International credit rating
agencies Moody's, Fitch and Standard & Poor's have granted us ratings – (i) Moody’s has granted us an Issuer
rating of “Baa3”, (ii) Fitch has granted us long-term issuer default ratings of “BBB-/ Stable” and (iii) Standard
& Poor's has granted long-term issuer credit rating “BBB-/ Stable”.

We are a listed Government company and a public financial institution under the Companies Act. We are
registered with the RBI as a non-deposit taking systemically important NBFC and were classified as an IFC in
July 2010. We believe that our NBFC and IFC classification enables us to effectively capitalize on available
financing opportunities in the power sector in India. We believe our classification as an IFC enhances our ability
to raise funds on a cost-competitive basis (including through issuance of Rupee-denominated infrastructure bonds
that offer certain tax benefits to the bondholders), and increase our lending exposures to individual entities,
corporations and groups, compared to other NBFCs that are not classified as IFCs. In addition, as a GoI-owned
NBFC, loans made by us to Central and state entities in the power sector are exempt from the RBI’s prudential
lending (exposure) norms that are applicable to other non-Government owned NBFCs until March 31, 2016.
However, we follow prudential lending norms and guidelines approved by our Company’s Board and the MoP
with respect to loans made to Central and state entities in the Indian power sector, while our loans made to the
private sector are generally consistent with lending (exposure) norms stipulated by the RBI

Our Company was conferred with the “Mini Ratna” (Category – I) status in the year 1998 and on June 22, 2007,
our Company was notified as a “Navratna” company by the GoI. Our Company has been conferred with various
awards including Dun & Bradstreet India’s Top PSU Award 2015 in the category of Financial Institution,
NBFC and Financial Services, Dun & Bradstreet Corporate Award 2015 in the category of FIs/NBFCs/

71
Financial Services Infrastructure Finance Company, News Ink Legend PSU Shining Awards 2014 in the
category of Non-Banking Financing Organization, DSIJ 2015 Award in the category of Navratna PSU of the
year-Non Manufacturing, CBIP Award 2015 in the category of Best Power Financing Company etc. For further
details in relation to awards and recognition see the section titled as “History and Certain Corporate Matters”
on page 146.

We have an established track record of consistent financial performance and growth (the following financial
details are on a consolidated basis):

 Our total loan assets increased from ` 99,562.28 crores as of March 31, 2011 to ` 2,17,042.22 crores as
of March 31, 2015. As of March 31, 2015, our total loans sanctioned pending disbursement (net of any
loan sanctions cancelled) was ` 1,44,906.31 crores.

 Our total income increased from ` 10,004.94 crores as of March 31, 2011 to ` 24,906.80 crores as of
March 31, 2015, while our profit after tax increased from ` 2,619.58 crores as of March 31, 2011 to `
5,959.33 crores as of March 31, 2015.

 We had gross NPAs of ` 230.65 crores, ` 1,358.47 crores, ` 1,134.52 crores, ` 1,227.71 crores and
2,363.63 crores, as of March 31, 2011, 2012, 2013, 2014 and 2015 respectively, which represented
0.23%, 1.04%, 0.71%, 0.65% and 1.09% of our total loan assets, respectively, as of such dates.

 Our net worth as of March 31, 2015 was ` 32,219.21crores.

 Our capital adequacy ratio was 15.71%, 16.29%, 17.98%, 20.10% and 20.34% as of March 31, 2011,
2012, 2013, 2014 and 2015 respectively.

Key Operational and Financial parameters

Some of our key financial parameters based on standalone financials are as follows:
(In ` crores except percentages)
Parameters Fiscal 2015 Fiscal 2014 Fiscal 2013
Net worth 32,219.21 27, 374.61 23,576.15
i. Non current maturities of long term 1,64,973.46 1,42,491.57 1,21,150.86
borrowing
ii. Short term borrowing 4,064.41 1,314.49 8,709.97
iii. Current maturities of long term 18,735.28 15,409.00 9,612.08
borrowing
Net fixed assets 65.79 70.63 74.34
Non current assets (excluding Net Fixed 1,98,414.91 1,69,350.13 1,43,057.89
Assets)
Cash and cash equivalents 5,019.44 58.69 4,570.47
Current investments 504.04 3.83 3.83
Current assets (including Cash & cash 30,183.71 24,743.34 26,096.56
equivalents & current investment)
Current liabilities 29,985.07 23,203.04 23,579.86
Interest income 24,585.61 20,772.81 16,755.44
Interest expense 14,792.30 12,538.02 10,585.08
Provisioning and write – offs 842.91 469.89 80.85
Profit after tax 5,959.33 5,417.75 4,419.60
Gross NPA (%) 1.09% 0.65% 0.71%
Net NPA (%) 0.87% 0.52% 0.63%
Tier I capital adequacy ratio (%) 16.95% 16.42% 16.83%
Tier II capital adequacy ratio (%) 3.39% 3.68% 1.15%

Our Strengths

We believe that the following are our primary strengths:

Comprehensive financial assistance platform focused on the Indian power sector

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With specific focus on the development of the Indian power sector, we provide to our clients a comprehensive
range of financial products (both fund based and non fund based) and related advisory and other services from
project conceptualization to the post-commissioning stage including for generation (conventional and renewable),
transmission and distribution projects as well as for related renovation and modernization projects.

We provide various financial products including long-term project finance, short-term loans, buyer's line of credit,
underwriting of debt and debt refinancing schemes as well assistance by way of default payment guarantees, credit
enhancement guarantees and letters of comfort. We also provide various fee-based technical advisory and
consultancy services for power sector projects through our wholly owned subsidiary PFC Consulting Ltd.

Strategic role in GoI initiatives and established relationships with power sector participants

We have played a strategic role in the GoI’s initiatives for the promotion and development of the power sector in
India for more than two decades. We have been involved in the development and implementation of various
policies and structural and procedural reforms for the power sector in India. We have been involved in various
GoI programmes for the power sector, including acting as the nodal agency for the UMPP and the IPDS / R-
APDRP and as a bid process coordinator for the ITP scheme.

As a result, we have developed strong working relationships with the Central and the State Governments, various
regulatory authorities, significant power sector organizations, Central and State power utilities, private sector
project developers, as well as other intermediaries in the power sector. We believe that our wide experience in
implementing Government policies and programs provide us with industry expertise that enables us to leverage
our project risk assessment capabilities to effectively evaluate projects, structure appropriate financing solutions,
develop effective loan disbursement and project monitoring methodologies, as well as provide related advisory
services. We believe we provide value to our clients in various ways, by supporting their operations as well as
providing assistance with long-term reform and restructuring programs. We believe that this unique positioning
enables us to leverage our power sector expertise, our existing large client base and continuing relationships with
Government agencies and instrumentalities to be a preferred financing provider for the power sector in India.

Operational flexibility to capitalize on both fund raising and lending opportunities

We are registered with the RBI as an NBFC and have also been classified as an IFC which enables us to be
operationally more flexible and effectively capitalize on available financing opportunities.

As an NBFC, we are governed by regulations and policies that are generally less stringent than those applicable
to commercial banks, including with respect to liquidity requirements and the requirement to hold a significant
portion of funds in relatively low yield assets, such as Government and other approved securities and cash
reserves.

Government owned NBFCs have been exempted from the application of RBI’s prudential norms. Thus, being a
Government owned NBFC, RBI’s prudential norms are not presently applicable on us. However, RBI has been
issuing directions to us from to time to time on various aspects of prudential norms. In the year 2013, RBI directed
us to take steps to comply with RBI’s prudential norms by March 31, 2016. Accordingly, with effect from April
1, 2016, we would have to follow RBI’s prudential norms except “restructuring”, “credit concentration” and “asset
classification” norms.

Further, for the provisions of prudential norms pertaining to Restructuring, Credit Concentration and Asset
classification, RBI has issued separate directions, which are enumerated below:

1) Restructuring Norms - In line with RBI’s directions dated June 11, 2014 read along with our implementation
strategy informed to RBI vide our letter dated July 3, 2014, the applicability of Restructuring norms is as
follows:

i. The following will be covered by our restructuring norms approved by MoP:


a. Till March 31, 2017 - Transmission & Distribution, Renovation & Modernization and Life
Extension projects and also the hydro projects in Himalayan region or affected by natural
disasters.
b. Loans already sanctioned upto March 31, 2015.

ii. The following will be covered by RBI restructuring norms:

73
a. All new project loans sanctioned with effect from April 1, 2015 to generating companies shall
be regulated by RBI restructuring norms.
b. With effect from April 1, 2015 - Loans which are not in the nature of project loan having a
DCCO.

iii. For all loans of generating companies, the provisioning requirement for restructured Standard loans will
be as per the RBI norms.

2) Credit Concentration Norms - RBI has granted exemption to us till March 31, 2016 from credit
concentration norms in respect of exposure to Central/State Government entities.

3) Asset Classification Norms - In November, 2014, RBI issued guidelines on “Revised regulatory framework
for NBFCs”, under which NBFCs have been required, inter alia, to bring down the Non-Performing Assets
(“NPA”) norms from 180 days to 90 days over a period of three years starting from FY 2015-16 to 2017-18.

Our Company was in correspondence with RBI regarding the period from which these guidelines would be
applicable to us.

Now, RBI has advised our Company vide letter dated June 30, 2015 that all loans including the outstanding
stock of loans under consortium shall be governed by the asset classification norms as prescribed in circular
dated November 10, 2014 and that the asset classification norms for new loans under consortium would be
communicated by RBI separately. RBI’s further communication on this is awaited.

As an IFC, we are able to increase our lending exposures to individual entities, corporations and groups, compared
to other NBFCs that are not IFCs. We believe that these are significant competitive advantages in providing project
financing for large, long-gestation power sector projects. For example, an IFC is entitled to lend up to 25% of its
owned funds to a single borrower in the infrastructure sector, compared to 20% of owned funds by other NBFCs
categorized as a loan company. As an IFC, we are also eligible to raise, under the automatic route (without the
prior approval of the RBI), ECBs up to US$ 750 million each Fiscal, subject to the aggregate outstanding ECBs
not exceeding 75% of our owned funds, for on-lending to the infrastructure sector as defined under the ECB
policy. For further information relating to the IFC category of NBFCs and differences with non-IFC classified
NBFCs, see the section titled “Regulations and Policies” on page 137.

The framework for revitalising distressed assets, formation of Joint Lenders Forum (“JLF”) and early recognition
of financial distress was also made applicable to NBFCs in March, 2014 to enable them to take prompt steps for
resolution and fair recovery. The RBI vide its notification dated July 23, 2015 has also applied the circulars
applicable to banks with respect to strategic debt restructuring scheme (through which the lenders will become
member of JLF and will have the option of converting their debt to equity) to all NBFCs. This framework is
available to us as well.

Favourable credit rating and access to various cost-competitive sources of funds

We fund our operations with equity capital, internal resources and domestic and foreign borrowing. Our
relationship with the GoI currently provides us access to lower cost funding and enables us to source foreign
currency loans from various bilateral and multilateral agencies. We currently enjoy the highest credit ratings
of, ‘CRISIL AAA/ Stable’, ‘[ICRA] AAA’and ‘CARE AAA’ for our long term borrowing programme and
‘CRISIL A1+’, ‘[ICRA] A1+’ and ‘CARE A1+’ for our short term borrowing programme for Fiscal 2016 from
CRISIL, ICRA and CARE respectively.

International credit rating agencies Moody's, Fitch and Standard & Poor's have granted us ratings – (i) Moody’s
has granted us an Issuer rating of “Baa3”, (ii) Fitch has granted us long-term issuer default ratings of “BBB-/
Stable” and (iii) Standard & Poor's has granted long-term issuer credit rating “BBB-/ Stable”. Since, our sources
enable us to raise funds at a competitive cost, we believe we are able to price our financial products competitively.

We believe that our financial strength and our favourable credit ratings facilitate our access to various cost-
competitive funding options. Our borrowing reflect various sources, maturities and currencies and include bonds,
term loans and commercial paper. In addition to the above mentioned sources, we also depend on Rupee-
denominated bonds and commercial borrowing raised in India. As an IFC, we are able to further diversify our
borrowing through the issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits and tax
exemption on interest to the bonds holders.

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We have also accessed various international funding sources including the World Bank, the Asian Development
Bank and KfW Development Bank. Our cost of funds in Fiscal 2011, 2012, 2013, 2014 and 2015 was 8.53 %,
9%, 9.08%, 8.85% and 8.99 %, respectively, which we believe is competitive.

Comprehensive credit appraisal and risk management policies and procedures

We have developed extensive knowledge and experience in the Indian power sector, and believe we have
comprehensive credit appraisal policies and procedures, which enable us to effectively appraise and extend
financial assistance to various power sector projects. We follow a systematic institutional and project appraisal
process to assess and mitigate project and credit risk. We believe our internal processes and credit review
mechanisms reduce the number of defaults on our loans and contribute to our profitability.

The comprehensive credit appraisal and project monitoring process also result in strong collection and recovery.
As of March 31, 2015, 94.60 % of our outstanding loans to Central and State sector borrowers provide for an
escrow mechanism, which ensures that in case of default in payment of dues to us by such borrowers, the escrow
agent is required to make available the default amount to us on demand.

We believe that our comprehensive credit appraisal and project monitoring process have resulted in strong
collection and recovery. We had gross NPAs of ` 230.65 crores,` 1,358.47 crores, ` 1,134.52 crores, ` 1,227.71
crores and ` 2,363.63 crores as of March 31, 2011, 2012, 2013, 2014 and 2015, respectively, which represented
0.23%, 1.04%, 0.71%, 0.65% and 1.09% of our total loan assets, respectively, as of such dates.

Track record of consistent financial performance and growth

We believe that we have an established track record of consistent financial performance and growth, which enable
us to capitalize on attractive financing opportunities in the power sector in India. Our total loan assets increased
from ` 99,562.28 crores as of March 31, 2011 to ` 2,17,042.22 crores as of March 31, 2015. As of March 31,
2015, our total loans sanctioned pending disbursement (net of any loan sanctions cancelled) was ` 1,44,906.31
crores. In addition, our loan asset portfolio has increasingly become diversified by sector and customer base.

Experienced and committed management and employee base with in-depth sector expertise

We have an experienced, qualified and committed management and employee base. Many of our employees,
particularly senior management, have worked for strengthening our Company for significantly long periods. We
believe we have an efficient and lean organizational structure relative to the size of our operations and profitability.
Our personnel policies are aimed towards recruiting talented employees and facilitating their integration into our
Company and encouraging the development of their skills.

Our management has significant experience and expertise in the power sector and the financial services industry,
which has enabled us to develop a comprehensive and effective project appraisal process, implement a risk
management framework, identify specific requirements of power sector projects and offer comprehensive
financing solutions and advisory assistance to such projects. The experience of our management has enabled us
to successfully identify attractive financing opportunities. We believe that our experienced management team has
been the key to our success and will enable us to capitalize on future growth opportunities.

Business Strategies

Continue to leverage our industry expertise and relationships to capitalize on the expected growth in the
Indian power sector

We intend to continue to leverage our industry experience and relationships to provide comprehensive financing
solutions for power sector projects in India. The Indian power sector has historically been characterised by power
shortages and relatively low per capita consumption. The projected capacity addition at the end of the 12th five
years plan is 88,537 MW. (Source: 12th five year plan, Government of India) Therefore, there are various
investment opportunities in power projects, power equipment manufacturing, wind and solar power, coal mining,
natural gas, liquefied natural gas, gas pipelines, carbon trading and CDM projects. We intend to employ our
industry expertise and ability to develop, supervise and implement structured financial assistance packages based
on specific operational and financial performance standards to assist otherwise financially weak SPUs and public
sector projects and improve their financial position. We aim to continue contributing to the development and

75
implementation of GoI policies relating to the power sector in India and play an integral role in the supervision of
the implementation of reforms by SPUs and GoI agencies.

Strategically expand our business and service offerings

Consultancy and other fee-based services

We intend to continue to increase our focus on our fee-based technical and consultancy services to SPUs, power
distribution licensees, IPPs, public sector undertakings and SERCs. We also intend to continue providing fee-
based services for various GoI programs for the power sector in India, including acting as a nodal agency for
UMPP and IPDS / R-APDRP projects and as a bid process coordinator through our wholly owned subsidiary PFC
Consulting Limited for the ITP scheme.

Debt syndication

Our Company has incorporated a wholly owned subsidiary PFC Capital Advisory Services Limited which is
presently active in debt syndication services and is carrying out down selling of project loans underwritten by us.
PFCCAS handles syndication proposals across various domains in power sector i.e. Thermal, Hydro and Wind.
Further, SEBI has granted PFCCAS in December 2014, a certificate of registration to act as a Debenture Trustee,
thereby enhancing its portfolio of services. PFCCAS Ltd. has initiated steps to diversify its portfolio of services
and is looking at business opportunities in equity funding advisory services in power sector. SEBI has also granted
PFCCAS Ltd. in August, 2015, a Certificate of Registration as Investment Advisor.

Further, the Board of Directors of our Company at its meeting held on May 28, 2015 has approved merger of PFC
Capital Advisory Services Limited with PFC Consulting Limited subject to regulatory and other compliances.

Equity investments

We are in the process of evaluating equity investment opportunities. We aim to leverage our financial strength,
large debt providing capability and power sector expertise to invest in the equity of various power projects.
Furthermore, we are evaluating the possibility of entering into equity syndication so as to expedite early financial
closure of projects leading to faster capacity addition. This would help us to enhance our fee-based income. Over
a period of time, we plan to build an equity portfolio of power assets which could provide consistent gains in the
form of dividend and/or capital appreciation.

Broaden our loan asset base and borrower profile

Private sector projects

Our total loan assets related to private sector projects as of March 31, 2011, 2012, 2013, 2014 and 2015 were
6.8%, 11.2%, 12.38%, 15.15% and 16.60% respectively. We intend to continue to provide financial assistance to
private sector generation, transmission and distribution projects to further diversify our borrower profile.

Hydro projects and renewable energy

We intend to continue to focus on providing financial assistance to hydro projects to facilitate an optimal mix of
thermal and hydro projects in our loan asset portfolio. We have amended our Operational Policy Statement in
order to provide loan repayment periods for up to 80% of the economic life of the project, thus effectively
increasing the loan tenor for such projects.

We believe that the renewable energy space in India provides significant untapped potential. According to the
MNRE, as of March 31, 2015, India has a cumulative deployment of various renewable energy systems/ devices
of 35,777 MW for grid connected power and 1,175 MW for off-grid power. The GoI has also launched on January
11, 2010, the Jawaharlal Nehru National Solar Mission (“JNNSM”). Overall objectives for the year 2022, of this
three phased mission, include deployment of 20,000 MW of grid connected solar power, 2,000 MW of off-grid
solar applications, including 20 million solar lighting systems for rural areas, 20 million square meters solar
thermal collector area, to create favourable conditions for developing solar manufacturing capability in the country
and to support research and development as well as capacity building activities to achieve grid parity. The GoI
has set a target of 1,75,000 MW of renewable energy projects to be achieved by year 2022 of which 1,00,000 MW
is from solar followed by 60,000 MW from wind energy, 10,000 MW of biomass energy and 5,000 MW of small

76
hydro projects We have strategically increased our focus on renewable energy projects, including solar, wind,
biomass and small hydro projects, to capitalize on the GoI’s various renewable energy initiatives. These initiatives
include requiring State distribution utilities’ to meet certain minimum specified percentage of total power
requirements from renewable energy sources and special tariffs for renewable energy projects.

We have formed a group called “Renewable Energy and Clean Development Mechanism and set up a wholly
owned subsidiary called PFC Green Energy Limited (“PFCGEL”) to focus on financing opportunities in
renewable energy projects and promote renewable energy initiatives.

We intend to continue to provide financing for public and private sector renewable energy generation projects.
Until March 31, 2015, our total loan assets outstanding with regard to renewable energy projects aggregated `
2,366 crores. As of March 31, 2015, 1.09% of our total loan assets and 1.08% of our total loans sanctioned pending
disbursement are related to renewable energy projects.

GoI (MNRE) organised First Renewable Energy Global Investment Promotion Meet & Expo, New Delhi, India
(RE-INVEST) during 15th – 17th February, 2015.

Forward and backward linkages to core power sector projects

As of March 31, 2015, 73.03%, 6.24%, 3.25%, and 17.48%, of our loan assets are related to power generation
projects, transmission projects and distribution projects and others (including various aspects such as transitional
finance, computerisation, funding of regulatory assets, equipment manufacturer loan, loan against receivables,
short term loans and buyer lines of credit) respectively. We intend to continue to expand our focus areas to include
projects that represent forward and backward linkages to the core power sector projects, including capital
equipment for the power sector, fuel sources for power generation projects and related infrastructure development,
as well as power trading initiatives.

Capital equipment manufacturers

The significant capacity addition in the Indian power sector requires augmentation of capital equipment
manufacturing capacities for all segments of the power sector: generation, transmission and distribution. We
intend to continue providing financial assistance for manufacturers of equipment used in the power sector,
including transmission and distribution equipment and solar and wind energy generation equipment.

Fuel sources and related infrastructure development

The GoI has introduced various reforms for the development of fuel sources for thermal power generation projects,
including allocation of coal blocks to public and private sector entities as well as the development of related
infrastructure facilities for the transportation of coal and other fuel sources such as natural gas. We intend to
provide financing assistance to fuel supply projects and related infrastructure development projects.

Power trading

We intend to continue to strategically focus on power trading initiatives in India. In this connection we have made
a strategic investment in PXIL, which is promoted by the NSE and the NCDEX, and operates a national power
exchange in India. We had also entered into a joint venture agreement with NTPC, NHPC and TCS to establish
NPEL, However, now NPEL is under voluntary winding up. We intend to continue funding non-speculative
purchases of power through such exchanges by some of our borrowers, particularly public sector power
distribution companies. For details of our Joint Ventures, please refer to section titled “History and Certain
Corporate Matters” on page 146.

Developing strategic partnerships and evaluating new business opportunities

We intend to continue to develop partnerships and alliances and evaluate new business opportunities related to
the power sector in India. We are equity shareholders in PTC, which is involved in power trading and related
activities. We have also invested in NPEL and PXIL to encourage power trading initiatives in India. While PXIL
has been operating a national level power trading platform since October 2008, NPEL could not commence
operation and is under voluntary winding up. We have also invested in the Small is Beautiful fund, which is a
SEBI-registered venture capital fund that invests in power generation projects, operated by KSK Investment
Advisor Private Limited, a private sector power project developer. We have also promoted PECAP with various

77
industry experts to provide advisory services related to equity investments in the power sector in India. However,
as of the date of this Draft Shelf Prospectus, PECAP has not yet transacted any business due to lack of business
proposals. We have sought an approval from the MoP for the dissolution of PECAP and the removal of our name
from the records of Registrar of Companies. The approval is awaited.We have also jointly promoted EESL with
other Government companies focused on the Indian power sector to develop energy efficiency products and
services and provide consultancy services related to CDM, carbon markets and energy efficiency initiatives.

We have incorporated a wholly owned subsidiary called PFCCAS on July 18, 2011 which is exclusively focused
on debt syndication services for the power sector including the identification of lenders, the preparation of
information memorandum and term sheets. PFCCAS, also assists in the preparation of documentation for power
generation projects, such as thermal, hydro, wind and solar.

We have incorporated a wholly owned subsidiary named PFCGEL and is registered with RBI as NBFC. It
commenced its business operations from March, 2013.

For details of our Joint Ventures or Subsidiaries, please refer to section titled “History and Certain Corporate
Matters” on page 146.

Investment considerations

Our ability to successfully implement our business plan and growth strategies continue to be subject to various
factors, including the following: concentration on the power sector which has a limited number of borrowers,
which are mainly SPUs and SEBs, many of which have been historically loss making; volatility in interest rates;
inability to obtain sufficient security or collateral on our loans; our ability to maintain low effective cost of funds;
our ability to implement effective risk management policies and procedures; changes in applicable regulations
and policies that adversely affect our business and industry; various risks associated with the projects we finance
and our ability to compete effectively. For further discussion on weaknesses and threats, and of factors that could
adversely affect our future financial condition and results of operations, see the section titled “Risk Factors” on
page 16.

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GENERAL INFORMATION

Our Company was incorporated as Power Finance Corporation Limited on July 16, 1986 as a public limited
company under the Companies Act, 1956 and was granted a certificate of commencement of business on
December 31, 1987. We were incorporated by the GoI in order to finance, facilitate and promote power sector
development in India with the President of India, acting through the MoP, holding 100% of our paid up equity
share capital at the time of incorporation. The President of India, acting through the MoP, currently holds 67.80
% of our paid up Equity Share capital. For further details, see the section titled “History and Certain Corporate
Matters” on page 146.

Registered and Corporate Office

‘Urjanidhi’,
1, Barakhamba Lane,
Connaught Place,
New Delhi - 110 001, India.
Telephone: + 91 11 2345 6000
Facsimile: + 91 11 2341 2545
Website: www.pfc.gov.in & www.pfcindia.com

For details on changes in our Registered Office, see the section titled “History and Certain Corporate Matters”
on page 146.

Registration

Registration/Identification
Details
number
Company registration number 24862
Corporate Identification Number L65910DL1986GOI024862
RBI registration number classifying Company as an IFC B-14.00004
RBI registration for carrying out the business of an NBFC 14.00004

Address of the Registrar of Companies

The Registrar of Companies


National Capital Territory of Delhi & Haryana
4th Floor, IFCI Tower, 61, Nehru Place
New Delhi 110 019, India
Telephone: +91 11 2623 5707
Facsimile: +91 11 2623 5702

Director (Finance)
Mr. Radhakrishnan Nagarajan
‘Urjanidhi’,
1, Barakhamba Lane,
Connaught Place,
New Delhi - 110 001, India.
Telephone: +91 11 2345 6000
Facsimile: +91 11 2341 2545

Company Secretary and Compliance Officer

Mr. Manohar Balwani


‘Urjanidhi’,
1, Barakhamba Lane,
Connaught Place,
New Delhi - 110 001, India.
Telephone: +91 11 2345 6000
Facsimile: +91 11 2341 2545
E-mail: taxfreebonds15-16@pfcindia.com

79
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue
related problems, such as non-receipt of Allotment Advice, credit of Allotted Bonds in beneficiary accounts, Bond
Certificates (for Applicants who have applied for Allotment in physical form), refund orders and interest on the
Application Amounts.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such
as name, Application Form number, address of the Applicant, number of Bonds applied for, amount paid
on application, Depository Participant and the collection centre of the Members of the Syndicate where the
Application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to
the relevant SCSB, giving full details such as name, address of Applicant, Application Form number,
number of Bonds applied for, amount blocked on Application and the Designated Branch or the collection
centre of the SCSB where the Application Form was submitted by the ASBA Applicant.

All grievances arising out of Applications for the Bonds made through Trading Members may be addressed
directly to the Designated Stock Exchange.

Lead Managers to the Issue

Edelweiss Financial Services Limted*

Edelweiss House
Off CST Road, Kalina, Mumbai 400 098
Maharashtra, India Tel: +91 22 4086 3535;
Facsimile: +91 22 4086 3610
Email: pfctf2015@edelweissfin.com
Investor Grievance Email: customerservice.mb@edelweissfin.com
Website: www.edelweissfin.com
Contact Person: Mr. Lokesh Singhi
Compliance Officer: Mr. B. Renganathan
SEBI Registration No.: INM0000010650

*Note:
1. Edelweiss Financial Services Limited, along with other Merchant Bankers, have filed an Appeal before
Securities Appellate Tribunal against the Adjudicating order dated November 28, 2014 passed by SEBI
in the matter of IPO of CARE Limited.
2. Edelweiss Financial Services Limited, along with other Merchant Bankers, have received a Show Cause
Notice dated September 20, 2013 issued by SEBI in the matter of IPO of Electrosteel Steels Limited.

A. K. Capital Services Limited

30-39 Free Press House, 3rd Floor,


Free Press Journal Marg, 215, Nariman Point,
Mumbai 400 021, Maharashtra, India
Tel: +91 22 6754 6500/ 6634 9300;
Facsimile: +91 22 6610 0594
Email: pfctfbonds4@akgroup.co.in
Investor Grievance Email: investor.grievance@akgroup.co.in
Website: www.akcapindia.com
Contact Person: Mr. Mandeep Singh
Compliance Officer: Ms. Kanchan Singh
SEBI Registration No.: INM000010411

RR Investors Capital Services Pvt. Ltd.

47, M.M. Road, Rani Jhansi Marg,


Jhandewalan, New Delhi 110055,
Delhi, India
Tel: +91 11 2363 6362;

80
Facsimile: +91 11 2363 6746
Email: pfctaxfree2015@rrfcl.com
Investor Grievance Email: investors@rrfcl.com
Website: www.rrfcl.com/www.rrfinance.com
Contact Person: Mr. Anurag Awasthi
Compliance Officer: Mr. Ravi Kant Goyal
SEBI Registration No.: INM000007508

Karvy Investor Services Limited

701, Hallmark Business Plaza


7th Floor, Sant Dyaneshwar Marg,
Off Bandra Kurla Complex,
Bandra (East), Mumbai- 400 051
Tel: +91 22 6149 1500
Facsimile: +91 22 6149 1515
Email: pfctaxfree2015@karvy.com
Investor Grievance Email: igmbd@karvy.com, cmg@karvy.com
Website: www.karvy.com
Contact Person: Mr. Bhavin Vakil/ Rohan Menon
Compliance Officer: Mr. V
Madhusudhan Rao
SEBI Registration No.: INM000008365

Consortium Members to the Issue

In addition to the Lead Managers to the Issue, the following are the Consortium Members for marketing of the Issue:

[●] [●]

Debenture Trustee to the Issue

Milestone Trusteeship Services Private Limited


602, Hallmark Business Plaza, Sant Dayaneshwar Marg,
Opp. Guru Nanak Hospital, Bandra (E),
Mumbai 400 051, India
Tel: +91 22 67167000; Facsimile +91 22 67167077
Email: compliance@milestonetrustee.in
Website: www.milestonetrustee.in
Investor Grievance ID: compliance@milestonetrustee.in
Contact Person: Ms. Vaishali Urkude
SEBI Registration Number: IND000000544

Milestone Trusteeship Services Private Limited has given its consent to the Issuer for its appointment under
regulation 4 (4) of SEBI Debt Regulations. For the consent letter of the Debenture Trustee, see Annexure C of
this Draft Shelf Prospectus.

Registrar to the Issue

Bigshare Services Private Limited

E2 Ansa Industrial Estate, Sakivihar Road, Sakinaka


Andheri East, Mumbai 400 072
Maharashtra, India
Tel: +91 22 40430200; Facsimile: +91 22 28475207
Investor Grievance Email: investor@bigshareonline.com
Website: www. bigshareonline.com
Contact Person: Vipin Gupta
SEBI Registration Number: IND000000544

81
Statutory Auditors

M/s K.B. Chandna & Co M/s M.K. Aggarwal & Co.


Chartered Accountants, Chartered Accountants,
E-27, South Extension – II, 30, Nishant Kunj, Pitampura,
New Delhi -110049 New Delhi –110034
Tel: +91 11 26252762 Tel: +91 11 27355151
Email: kbc.chandna@gmail.com Email: mka@mkac.in
ICAI Firm Registration no.: 000862N ICAI Firm Registration no.: 01411N
Auditor of our Company since: FY 2013-14 Auditor of our Company since: FY 2015-16

Legal Counsel to the Issue

Khaitan & Co

One Indiabulls Centre


13th Floor, Tower 1
841 Senapati Bapat Marg
Mumbai 400 013,
Maharashtra, India
Telephone: +91 22 6636 5000
Facsimile: +91 22 6636 5050

Bankers to our Company

State Bank of India Bank of India


Chanderlok Building Janpath Branch
36, Janpath 66, Janpath
New Delhi 110 001, India. New Delhi – 110 001, India.
Tel: +91 11 2332 9831 Tel: +91 11 2332 0986
Fax: +91 11 2373 9198 Fax: +91 11 2335 0944
Email: sbi.01639@sbi.co.in Email: janpath.newdelhi@bankofindia.co.in
Website : www.statebankofindia.com Website: www.bankofindia.com
Contact Person: Mrs. Sikata Guru Contact Person: Mr. K.K. Jain/Mr. D.V. Reddy

IDBI Bank Limited ICICI Bank Limited


Indian Red Cross Building 9-A, Phelps Building
1, Red Cross Road Connaught Place
New Delhi - 110 001, India. New Delhi - 110 001, India.
Tel: +91 11 6628 1050 Tel: +91 11 4308 4067
Fax: +91 11 2375 2730 Fax: +91 11 6631 0410
Email: rajiv.sharma@idbi.co.in Email: ashish.sabharwal@icicibank.com
Website: www.idbi.com Website: www.icicibank.com
Contact Person: Mr. Rajeev Sharma Contact Person: Mr. Ashish Sabharwal

HDFC Bank Limited Andhra Bank


FIG – OPS Department M-35, Connaught Circus
Lodha, I Think Techno Campus Outer Circle
O-3 Level (Next to Kanjurmarg Railway Station) New Delhi - 110 001, India.
Kanjurmarg (East) Tel: +91 11 2341 5616
Mumbai – 400 042, India. Fax: +91 11 2341 6043
Tel: +91 22 3075 2928 Email: bmdel084@andhrabank.co.in
Fax: +91 22 2579 9801 Website: www.andhrabank.in
Email: uday.dixit@hdfcbank.com/ Contact Person: Mr. Satyaban Behera
figdelhi@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Mr. Uday Dixit

82
Escrow Collection Banks/ Bankers to the Issue

Escrow Collection Banks/ Bankers to the Issue as specified in the respective relevant Tranche Prospectus.

Refund Bank to the Issue

Refund Bank to the Issue as specified in the respective relevant Tranche Prospectus.

Self Certified Syndicate Banks

The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue)
Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which
is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other
website as may be prescribed by SEBI from time to time.

Trading Members

Individuals or companies registered with SEBI as “trading members” who hold the right to trade in stocks listed
on Stock Exchanges, through whom investors can buy or sell securities listed on the Stock Exchanges, a list of
which are available on Stock Exchanges.

Credit Rating Agencies

CRISIL Limited
CRISIL House, Central Avenue
Hiranandani Business Park, Powai
Mumbai 400 076, India.
Tel: +91 22 3342 3000
Fax: +91 22 3342 3050
Website: www.crisil.com
SEBI Registration Number: IN/CRA/001/1999

ICRA Limited
Building No. 8, 2nd Floor, Tower A,
DLF Cyber City, Phase- II,
Gurgaon 122 002, India
Tel: +91 124 4545 300
Fax: +91 124 4545 350
Website: www.icra.in
SEBI Registration Number: IN/CRA/003/1999

Credit Analysis and Research Limited


13rd Floor, E-1, Videocon Tower,
Jhandewalan Extension,
New Delhi – 110 055
Tel: +91 11 45333220
Facsimile: +91 11 4533238
Email: gaurav.dixit@carerating.com
Website: www.careratings.com
Contact Person: Mr. Gaurav Dixit
SEBI Registration No.: IN/CRA/004/1999

Credit Rating and Rationale

CRISIL has assigned a rating of ‘CRISIL AAA/Stable’ to the long term borrowing programme of our Company
for an amount upto ` 50,000 crores for Fiscal 2016, by its letter dated April 6, 2015 and revalidated the said rating
vide its letters dated June 23, 2015 and August 27, 2015. ICRA has assigned a rating of ‘[ICRA] AAA’ to the long
term borrowing programme of our Company (including bonds and long term bank borrowing) for an amount upto

83
` 60,000 crores for Fiscal 2016 by its letters dated April 8, 2015 and revalidated the said rating vide its letters
dated June 22, 2015 and August 31, 2015. CARE has assigned its rating of 'CARE AAA' to overall borrowing
programme of our Company for an amount upto ` 60,000 crores (including short term borrowing aggregating to
` 10,000 crores as a sub-limit) for Fiscal 2016 by its letter dated April 7, 2015 and revalidated the said rating vide
its letter dated June 22, 2015 and August 31, 2015. Instruments with these ratings are considered to have the
highest degree of safety regarding timely servicing of financial obligations and such instruments carry lowest
credit risk. For details, see the section titled “Terms and Conditions in Connection with the Bonds” on page 232.

For the rationale for these credit ratings, see Annexure B of this Draft Shelf Prospectus.

Expert Opinion

Except for the report dated August 26, 2015 on our reformatted financial statements (standalone and consolidated)
for the fiscals 2015, 2014, 2013, 2012 and 2011 and the statement of tax benefits issued by our Auditors, our
Company has not obtained any expert opinions in relation to the Issue.

Minimum Subscription

In terms of the SEBI Circular no. CIR/IMD/DF/12/ 2014 dated June 17, 2014, minimum subscription limit is
not applicable for issuers issuing tax free bonds, as specified by CBDT. Further, under the SEBI Debt
Regulations, our Company may stipulate a minimum subscription amount which it seeks to raise. Our Company
has decided to set no minimum subscription for the Issue.

Issue Programme

ISSUE PROGRAMME*
ISSUE OPENS ON ISSUE CLOSES ON
[] []
*
The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period indicated above, except that the
Issue may close on such earlier date or extended date as may be decided by the Board. In the event of an early closure or extension of the
Issue, our Company shall ensure that notice of the same is provided to the prospective investors through an advertisement in a reputed
daily national newspaper on or before such earlier or extended date of Issue closure. On the Issue Closing Date Application Forms will
be accepted only between 10 a.m. and 3p.m. (Indian Standard Time) and uploaded until 5p.m. or such extended time as may be permitted
by the BSE.

APPLICATIONS FORMS FOR THE ISSUE WILL BE ACCEPTED ONLY BETWEEN 10A.M. AND
5P.M. (INDIAN STANDARD TIME) OR SUCH EXTENDED TIME AS MAY BE PERMITTED BY THE
STOCK EXCHANGE, DURING THE ISSUE PERIOD AS MENTIONED ABOVE ON ALL DAYS
BETWEEN MONDAY AND FRIDAY (BOTH INCLUSIVE BARRING PUBLIC HOLIDAY), (I) BY THE
MEMBERS OF THE SYNDICATE OR THE TRADING MEMBERS OF THE STOCK EXCHANGE(S),
AS THE CASE MAYBE, AT THE CENTERS MENTIONED IN APPLICATION FORM THROUGH
THE NON-ASBA MODE OR, (II) IN CASE OF ASBA APPLICATIONS, (A) DIRECTLY BY THE
DESIGNATED BRANCHES OF THE SCSBS OR (B) BY THE CENTERS OF THE MEMBERS OF THE
SYNDICATE OR THE TRADING MEMBERS OF THE STOCK EXCHANGE, AS THE CASE MAYBE,
ONLY AT THE SPECIFIED CITIES. ON THE ISSUE CLOSING DATE THE APPLICATION FORMS
WILL BE ACCEPTED ONLY BETWEEN 10A.M. AND 3P.M. (INDIAN STANDARD TIME) AND
UPLOADED UNTIL 5P.M. OR SUCH EXTENDED TIME AS MAY BE PERMITTED BY THE STOCK
EXCHANGE.

DUE TO LIMITATION OF TIME AVAILABLE FOR UPLOADING THE APPLICATIONS ON THE


ISSUE CLOSING DATE, APPLICANTS ARE ADVISED TO SUBMIT THEIR APPLICATION FORMS
ONE DAY PRIOR TO THE ISSUE CLOSING DATE AND NOT LATER THAN 3P.M (INDIAN
STANDARD TIME) ON THE ISSUE CLOSING DATE. APPLICANTS ARE CAUTIONED THAT IN
THE EVENT IF A LARGE NUMBER OF APPLICATIONS ARE RECEIVED ON THE ISSUE
CLOSING DATE, THERE MAY BE SOME APPLICATIONS WHICH MAY NOT UPLOADED DUE
TO LACK OF SUFFICIENT TIME FOR UPLOADING. ANY SUCH APPLICATIONS WHICH ARE
NOT UPLOADED WILL NOT BE CONSIDERED FOR ALLOCATION UNDER THE ISSUE.
APPLICATION FORMS WILL ONLY BE ACCEPTED ON WORKING DAYS DURING THE ISSUE
PERIOD. NEITHER OUR COMPANY, NOR THE MEMBERS OF THE SYNDICATE OR TRADING
MEMBERS OF THE STOCK EXCHANGE(S)SHALL BE LIABLE FOR ANY FAILURE IN

84
UPLOADING THE APPLICATIONS DUE TO FAILURE IN ANY SOFTWARE/ HARDWARE
SYSTEMS OR OTHERWISE.

Impersonation

As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section
(1) of Section 38 of the Companies Act, 2013 which is reproduced below:

“Any person who- (a) makes or abets making of an application in a fictitious name to a company for acquiring,
or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different
names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c)
otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447 of the Companies Act, 2013”

Arrangers to the Issue

None.

85
CAPITAL STRUCTURE

Details of Equity Share capital and Securities premium account

The following table lays down details of our authorised, issued, subscribed and paid up Equity Share capital and
securities premium account as of June 30, 2015:
(` in crores)
Aggregate value
Authorised share capital
2,00,00,00,000 Equity Shares 2,000.00
Issued, subscribed and paid up Equity Share capital
1,32,00,40,704 Equity Shares 1,320.04
Securities premium account* # 4,096.37

*Including premium from other securities such as Debentures and bonds.


#
This being an issue of tax-free, secured, redeemable, non-convertible Bonds, to be issued at par, it shall have no impact on the securities
premium account. Hence, securities premium account pre and post issue shall remain the same.

Details of change in authorized Equity Share capital

There has been no change in the authorized share capital of our Company in the last five years.

Notes to capital structure

1. Equity Share capital history of our Company

The following is the history of the paid up Equity Share capital of our Company for the last five years ended June
30, 2015:

Considera Cumulative
Date of No. of Face tion in Share Remarks
allotment Issue price cash/ No. of Nature of
Equity value Equity Share premium
(`) Equity allotment
Shares (`) Other capital (`) account
than cash Shares
(`)
May 24, 17,21,65,005 10 203# Cash 1,31,99,31,705 13,19,93,17,050 40,92,67,14,456 Further Nil
2011 public
offering
(refer to
note
below)
August 8, 75,178 10 186$ Cash 1,32,00,06,883 13,20,00,68,830 40,93,99,49,543 Allotment Nil
2012 pursuant to
November 5,631 10 186.058* Cash 1,32,00,12,514 13,20,01,25,140 40,94,09,40,881 conversion Nil
9, 2012 of employee
stock
February 2,497 10 186.05** Cash 1,32,00,15,011 13,20,01,50,110 40,94,13,80,478 Nil
options
11, 2013
(refer to note
July 15, 4,255 10 186.05*** Cash 1,32,00,19,266 13,20,01,92,660 40,94,21,29,571 below) Nil
2013
July 15, 17,565 10 170.75*** Cash 1,32,00,36,831 13,20,03,68,310 40,94,49,53,145 Nil
2013
November 3,141 10 170.75**** Cash 1,32,00,39,972 13,20,03,99,720 40,94,54,58,061 Nil
8, 2013
March 27, 732 10170.75***** Cash 1,32,00,40,704 13,20,04,07,040 4094,55,75,730 Nil
2014

Notes
#
In May 2011 our Company came up with a further public offering of the Equity Shares, comprising of a fresh issue of 17,21,65,005 Equity Shares and an
offer for sale of 5,73,88,335 Equity Shares by the President of India, acting through the MoP. Subsequent to this further public offering, the President of
India, acting through the MoP held 73.71% of the fully diluted paid-up Equity Share capital of our Company. Retail investors and eligible employees were
issued Equity Shares at a price of ` 192.85 per Equity Share.
$
These Equity Shares were allotted to 265 allottees pursuant to the conversion of employee stock options granted under the “PFC ESOP 2010” scheme of
our Company

86
* These Equity Shares were allotted to 15 allottees pursuant to the conversion of employee stock options granted under the “PFC ESOP 2010” scheme of our
Company
** These Equity Shares were allotted to 4 allottees pursuant to the conversion of employee stock options granted under the “PFC ESOP 2010” scheme of our
Company
*** As on July 15, 2013, our Company has allotted 4,255 shares under employee stock option to 82 allottees at the rate of ` 186.05 per share and 17,565 equity
shares at the rate of ` 170.75 per share respectively.
**** These Equity Shares were allotted to 16 allottees pursuant to the conversion of employee stock options granted under the “PFC ESOP 2010” scheme of our
Company
***** These Equity Shares were allotted to 7 allottees pursuant to the conversion of employee stock options granted under the “PFC ESOP 2010” scheme of our
Company

2. Details of Promoter’s shareholding in our Company’s subsidiaries:

Nil

3. Shareholding of Directors in our Company

The Articles of Association do not require the Directors to hold any qualification Equity Shares. The
shareholding of the Directors in our Company as of June 30, 2015 is mentioned below:

S. No. Name of Director No. of Equity Shares


1. Mr. Mukesh Kumar Goel 12,389
2. Mr. Radhakrishnan Nagarajan 26,869
3. Mr. Anil Kumar Agarwal 25,859

None of our Directors presently hold any ESOPs.

For further details of our shareholding pattern, please see section titled “Capital Structure” on page 86.

4. Shareholding of Directors in our Subsidiary Companies and Asscociates

Shareholding of Directors in our Subsidiary Companies

None of our Directors have shareholding in our Subsidiaries, except for Mr. A. K. Agarwal (who is
holding shares as a nominee shareholder of our Company. The details are given below:

S. No. Name of Subsidiary of our Company Number of Shares held by Mr. A.K.
Agarwal (as nominee of our Company)
1. Coastal Karnataka Power Limited 100
2. ChattisgarhSurguja Power Limited 100
3. Coastal Maharashtra Mega Power Ltd. 100
4. Coastal Tamil Nadu Power Ltd. 100
5. Orissa Integrated Power Limited 100
6. Sakhigopal Integrated Power Company Limited 100
7. Ghogarpalli Integrated Power Company Limited 100
8. Tatiya Andhra Mega Power Ltd. 100
9. Deoghar Mega Power Ltd. 100
10. PFC Capital Advisory Services Limited 100
11. PFC Green Energy Limited 100
12. Power Equity Capital Advisors Private Limited 100

Shareholding of Directors in our Associates

None of our Directors have shareholding in our Associates, except for Mr. A. K. Agarwal who is holding
shares as a nominee shareholder of our Company. The details are given below:

S. No. Name of Subsidiary of our Company Number of Shares held by Mr. A.K.
Agarwal (as nominee of our Company)
1. Energy Efficiency Services Limited 100

87
5. Shareholding pattern of our Company

The following is the shareholding pattern of our Company, as of June 30, 2015:

Total Shares pledge or


shareholdi otherwise
ng as a % encumbered Total
Number Number of shares of
Total number held in shareholding as a
Category of shareholder of total % of total
of Equity Shares dematerialized Number
shareholders form number of number of
Equity of As a % Equity Shares
Shares shares
(A+B)
Shareholding of
Promoter and
Promoter Group (A)
Indian
Individuals/ Hindu - - - - - - -
Undivided Family
Central Government/ 1 96,09,26,401 96,09,26,401 72.80 - - 72.80
State Government(s)
Bodies Corporate - - - - - - -
Financial Institutions/ - - - - - - -
Banks
Any Other - - - - - - -
Foreign
Individuals (Non- - - - - - - -
Resident Individuals/
Foreign Individuals)
Bodies Corporate (OCB) - - - - - - -
Institutions/ FII - - - - - - -
Any Other - - - - - - -
Total Shareholding of 1 96,09,26,401 96,09,26,401 72.80 - - 72.80
Promoter and
Promoter Group (A)
Public shareholding (B)
Institutions (B1)
Mutual Funds/ UTI 93 4,62,57,036 4,62,57,036 3.50 - - 3.50
Financial Institutions/ - - 0.06
Banks 13 7,77,942 7,77,942 0.06
Central Government/ - - - - - - - -
State Government(s)
Venture Capital Funds - - - - - - -
Insurance Companies 6 8,09,67,742 8,09,67,742 6.13 - - 6.13
Foreign Institutional - -
Investors 424 17,00,30,672 17,00,30,672 12.88 12.88
Foreign Venture Capital - - - - - - -
Investor
Qualified Foreign - - - - - - -
Investor
Any Other - - - - - - -
Sub-Total (B)(1) 536 29,80,33,392 2,980,33,392 22.58 - - 22.58
Non-institutions (B2)
Bodies Corporate - -
1,057 2,81,04,999 2,81,04,999 2.13 2.13

88
Total Shares pledge or
shareholdi otherwise
ng as a % encumbered Total
Number Number of shares of
Total number held in shareholding as a
Category of shareholder of total % of total
of Equity Shares dematerialized Number
shareholders form number of number of
Equity of As a % Equity Shares
Shares shares
(A+B)
Individual shareholders
holding nominal share
capital upto ` 1 lakh 1,84,631 2,64,83,673 2,64,69,189 2.01 2.01
Individual shareholders
holding nominal share
capital in excess of ` 1
lakh 98 36,66,733 36,66,733 0.28 0.28
Qualified Foreign - - - - -
Investors
Non Resident Indians 1,970 6,89,259 6,89,259 0.05 0.05
Trusts 21 16,61,465 16,61,465 0.13 0.13
Clearing Members 107 4,73,982 4,73,982 0.04 0.04
Foreign Nationals Neglig
2 800 800 - - Negligible
ible
Others - - - - - - -
Sub-Total (B)(2) 1,87,886 6,10,80,911 6,10,66,427 4.63 - - 4.63
Total Public
Shareholding (B) = 1,88,422 35,91,14,303 35,90,99,819 27.20 27.20
(B)(1)+(B)(2)
(C) Shares held by
custodians and against
which Depository - - - - - - -
receipts have been
issued
(1) Promoter and
- - - - - - -
Promoter Group
(2) Public - - - - - - -
GRAND TOTAL
1,88,423 1,32,00,40,704 1,32,00,26,220 100.00 100.00
(A)+(B)+(C)

6. Details of the top 10 shareholders of our Company.

Given below are details of the top 10 shareholders of our Company as of June 30, 2015:

Sr. Name No. of Equity No. of shares held in As % of


No. Shares dematerialised form total
number
of shares
1. President of India 96,09,26,401 96,09,26,401 72.80
2. Life Insurance Corporation of India 7,63,62,690 7,63,62,690 5.78
3. Life Insurance Corporation of India P & 1,73,76,299 1,73,76,299 1.32
GS Fund
4. HDFC Standard Life Insurance 1,48,00,084 1,48,00,084 1.12
Company Limited
5. Swiss Finance Corporation (Mauritius) 96,80,536 96,80,536 0.73
Limited
6. Morgan Stanley Asia (Singapore) PTE. 76,11,300 76,11,300 0.58
Ltd
7. WisdomTree India Investment Portfolio, 70,07,047 70,07,047 0.53
INC.

89
Sr. Name No. of Equity No. of shares held in As % of
No. Shares dematerialised form total
number
of shares
8. HDFC Trustee Company Ltd – A/C 67,00,000 67,00,000 0.51
HDFC Mid-Capopportunities Fund
9. Vanguard Emerging Markets Stock 57,52,916 57,52,916 0.44
Index Fund, A Series of Vanguard
International Equity Index Fund
10. CPSE ETF 50,67,600 50,67,600 0.38
TOTAL 1,11,12,84,873 1,11,12,84,873 84.19

7. Top 10 debenture holders/ bondholders of our Company.

Given below are details of the top 10 secured debenture holders of our Company as of June 30, 2015:

Sr. Amount
Name of Debenture holder (in `)
No.
1. Bank of America Singapore Limited 6,10,00,00,000

2. J.P.Morgan Securities Asia Private Limited 5,85,00,00,000

3. Bajaj Allianz Life Insurance Company Limited 4,78,48,00,000

4. Coal Mines Provident Fund Organisation 4,73,60,00,000

5. Reliance Industries Limited 4,27,18,00,000

6. ITC Limited 2,99,56,00,000

7. Azim Hasham Premji 2,86,16,00,000

8. Maharashtra State Electricity Boards 2,84,90,00,000

9. Nomura Singapore Limited 2,75,00,00,000

10. Standard Chartered Bank, Singapore 2,70,00,00,000

Given below are details of the top 10 unsecured debenture holders of our Company as of June 30, 2015:

Sr. Amount
Name of Debenture holder (in `)
No.
1. Life Insurance Corporation of India 1,75,88,30,00,000

2. Life Insurance Corporation of India P & GS Fund 1,05,78,00,00,000

3. State Bank of India 68,50,00,00,000

4. Coal Mines Provident Fund Organisation 36,11,30,00,000

5. Reliance Industries Limited 34,75,00,00,000

6. Citicorp Investment Bank (Singapore) 23,75,00,00,000

7. CBT EPF*-05-C-DM 20,50,31,50,000

8. CBT EPF*-05-A-DM 17,05,20,00,000

90
Sr. Amount
Name of Debenture holder (in `)
No.
9. State Bank of India Employees Pension 16,89,40,00,000

10. Punjab National Bank 15,64,80,00,000

* Central Board of Trustees Employees Provident Fund

8. Long term debt to equity ratio.

The long term debt to equity ratio of our Company prior to this Issue is based on a total long term
outstanding debt of ` 1,60,070.02 crores and shareholders’ funds, amounting to ` 33,720.74 crores which
was 4.75 times as on June 30, 2015. The long term debt to equity ratio post the Issue (assuming full
subscription of ` 700crores) is 4.77 times, based on a total long term outstanding debt of ` 1,60,770.02
crores and shareholders’ funds of ` 33,720.74 crores.

(In ` crores)
*
Particulars Prior to the Issue Post-Issue
(as of June 30, 2015)
Debts
Short term debt – Current 7,383.67 7,383.67
Long term debt – Non current 1,60,070.02 1,60,770.02
Current 17,686.81 17,686.81
Total debt 1,85,140.50 1,85,840.50

Net worth (Equity)


Share capital 1,320.04 1,320.04
Reserves and surplus 32,400.70 32,400.70
Net worth (Equity) 33,720.74 33,720.74

Long term debt/ Equity 4.75 4.77


Total debt/ Equity 5.49 5.51
*
Any change in total debt and net worth after June 30, 2015 has not been considered.

9. Statement of the aggregate number of securities of our Company and its subsidiaries purchased or
sold by our Promoter and our Directors and/or their relatives within six months immediately
preceding the date of filing this Draft Shelf Prospectus:

None of the Directors of our Company including their relatives as defined under Section 2(77) of the
Companies Act, 2013 and the Promoters of our Company have undertaken purchase and/or sale of the
Securities of our Company during the preceding 6(six) months from the date of the Draft Shelf
Prospectus.

10. None of the Equity Shares are pledged or otherwise encumbered by the Promoters

11. Our Company has not undertaken any acquisition or amalgamation in the last one year prior to filing of
this Draft Shelf Prospectus.

12. Our Company has not undergone any reorganisation or reconstruction in the last one year prior to filing
of this Draft Shelf Prospectus.

13. Our Company has not issued any Equity Shares or debt securities for consideration other than cash,
whether in whole or in part since its incorporation.

14. Our Company has not, since its incorporation, issued any debt securities at a premium or at a discount,
or in pursuance of an option except for the tax free bonds issued on private placement in the Financial
Years 2012-13, 2013-14, and 2015-16.

91
15. For details of the outstanding borrowing of our Company, please see the section titled “Financial
Indebtedness” on page 170.

16. Employee Stock Option Scheme:

Our Company has an employee stock option plan i.e. “PFC-ESOP 2010”, which is exercisable into not
more than 0.025 % of the Paid up Share capital of our Company, with each option conferring the right
on an employee to apply for one equity share of our Company. The PFC-ESOP 2010 plan was approved
by the Shareholders Plan on September 21, 2010. Subsequently, our Board had decided that 25% of the
Performance related pay (“PRP”) of the employees should be given in the form of ESOPs. However, in
view of a clarification issued by DPE, our Board in its meeting held on November 9, 2012 had approved
modification in PFC’s Employee Stock Option Scheme i.e. PFC- ESOP 2010 by making it optional.

During the FY 2011-12, our Company had granted 87,888 options (for FY 2009-10), convertible into
equal number of equity shares to the eligible employees, out of which our Company has allotted 83,306
equity shares upon exercise of the stock options by the employees of our Company and the remaining
327 options have lapsed on expiry of the exercise period.

During the FY 2012-13, our Company had granted 92,964 options (for FY 2010-11), convertible into
equal number of equity shares to the eligible employees under PFC ESOP 2010 Scheme. However, based
on clarification from DPE that ESOP shall be optional, the employees were given the option to opt either
for shares or cash in lieu of the options. Out of the 92,964 options, 71,526 options were settled in cash
and our Company has allotted 21,438 equity shares upon exercise of the stock options by the employees
of the Company.

No options were granted under the PFC-ESOP 2010 scheme after FY 2012-13 as the scheme became
optional.

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OBJECTS OF THE ISSUE

Issue Proceeds

The CBDT has by the CBDT Notification no. 59/2015 dated July 6, 2015 authorised our Company to issue tax
free, secured, redeemable, non-convertible bonds aggregating to ` 1,000 crores in Fiscal 2016 out of which our
Company has already raised raised on July 17, 2015, an amount of ` 300 crores on a private placement basis
through a information memorandum dated July 15, 2015. Our Company proposes to raise the balance amount of
` 700 crores through a public issue of the Bonds in one or more tranches prior to March 31, 2016, pursuant to
approval by its Board by its resolution dated February 11, 2015.

The funds raised through this Issue will be utilised towards on-lending to infrastructure projects. Such utilisation
of Issue Proceeds shall be in compliance with various guidelines/regulations/ clarifications issued by RBI, SEBI
or any other statutory authority from time to time.

The main objects clause of the Memorandum of Association permits our Company to undertake its existing
activities as well as the activities for which the funds are being raised through the Issue. Further, in accordance
with the SEBI Debt Regulations, our Company shall not utilize the proceeds of the Issue for providing loans to or
acquisition of shares of any person who is a part of the same group as our Company or who is under the same
management as our Company or any of our Subsidiaries. Our Company is a public sector enterprise and as such,
there are no identifiable group companies or companies under the same management.

Purpose for which there is a requirement of funds

As stated in this section.

Funding Plan

Not Applicable

Summary of the project appraisal report

Not Applicable

Schedule of implementation of the Project

Not Applicable

Interim use of Proceeds

The Board of Directors, in accordance with the policies formulated by them from time to time, will have flexibility
in deploying the proceeds received from the Issue. Pending utilization of the proceeds out of the Issue for the
purposes described above, our Company intends to temporarily invest funds in accordance with the existing
procedure, laid down by our Company.

Monitoring of Utilization of Funds

There is no requirement for appointment of a monitoring agency in terms of the SEBI Debt Regulations. The
Board of Directors of our Company shall ensure the utilisation of the proceeds of the Issue. Our Company will
disclose in our Company’s financial statements for the relevant financial year commencing from April 1, 2015,
the utilization of the proceeds of the Issue under a separate head along with details, if any, in relation to all such
proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilized
proceeds of the Issue. Further, in accordance with the Debt Listing Agreement, our Company will furnish to the
Designated Stock Exchange on a half yearly basis, a statement indicating material deviations, if any, in the use of
Issue proceeds and shall also publish the same in newspapers simultaneously with the half-yearly financial results.
We shall utilize the proceeds of the Issue only upon execution of the documents for creation of security as stated
in the section titled as “Terms of the Issue” on page 237 and upon the listing of the Bonds.

We propose to issue Bonds to NRIs (on a non repatriable as well as repatriable basis), to RFPIs under Foreign
Exchange Management (Borrowing and Lending in Rupees) Regulation, 2000 as amended from time to time.

93
Monies received from non residents shall be used as per relevant regulations/guidelines/clarifications by RBI from
time to time. To ensure compliance with the afore-mentioned our Company shall open and maintain separate
escrow account with respect to non residents including NRIs and RFPIs i.e. Non Resident Escrow Account. All
application monies received from non residents including NRIs, and RFPIs shall be deposited in Non Resident
Escrow Accounts to be maintained with one or more Escrow Collection Banks. Upon Allotment of Bonds, monies
from Non Resident Escrow Accounts shall be transferred to separate Non Resident Public Issue Accounts which
shall be different from Public Issue Account for residents. Our Company shall ensure that any monies transferred
to our Company’s bank account from Non Resident Public Issue Accounts shall be utilized only in accordance
with and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and Lending in
Rupee) Regulations, 2000, and various rules, regulations or clarification issued from time to time.

Issue expenses

A portion of the Issue proceeds will be used to meet Issue expenses. The following are the estimated Issue
expenses, which shall be specified in at the respective Tranche Prospectus:

Particulars Amount Percentage of net Percentage of total expenses of


(` in proceeds (Issue proceeds the Issue (in %)
crores) less Issue expenses) of the
Issue
Fees payable to Intermediaries
Lead Managers [●] [●] [●]
Registrar to the Issue [●] [●] [●]
Advertising and marketing [●] [●] [●]
Selling and Brokerage commission [●] [●] [●]
Other Miscellaneous Expenses [●] [●] [●]
Total [●] [●] [●]

The above expenses are indicative and are subject to change depending on the actual level of subscription to the
Issue and the number of Allotees, market conditions and other relevant factors.

Our Company shall pay processing fees to the SCSBs for ASBA forms procured by Lead Managers/ Consortium
Members/ Sub-Consortium Members/Brokers / Sub brokers/Trading Members and submitted to the SCSBs for
blocking the Application Amount of the applicant, at the rate of ` [●] * per Application Form procured, as
finalized by our Company. However, it is clarified that in case of ASBA Application Forms procured directly by
the SCSBs, the relevant SCSBs shall not be entitled to any ASBA Processing Fee.

* inclusive of applicable taxes

Other Confirmations

Further, our Company undertakes that Issue proceeds from the Bonds allotted to banks shall not be used for any
purpose which may be in contravention of the RBI guidelines on bank financing to NBFCs including those relating
to classification as capital market exposure or any other sectors that are prohibited under extant RBI regulations.

The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition,
among other things, by way of a lease, of any immovable property.

No part of the proceeds from this Issue will be paid by us as consideration to our Promoters, Directors, Key
Managerial Personnel or companies promoted by our Promoters.

Our Company confirms that it will not use the proceeds of the Issue for the purchase of any business or in the
purchase of any interest in any business, whereby our Company shall become entitled to the capital or profit or
losses or both in such business, the acquisition of any immovable property or acquisition of securities of any other
body corporate.

We shall utilise the Issue proceeds only on execution of documents for creation of Security as stated in this Draft
Shelf Prospectus under “Terms of the Issue” on page 237 and on the listing of the Bonds.

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Variation in terms of contract or objects in Draft Shelf Prospectus

Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of a
contract referred to in the Draft Shelf Prospectus or objects for which the Draft Shelf Prospectus is issued, except
subject to the approval of, or except subject to an authority given by the Shareholders in general meeting by way
of special resolution and after abiding by all the formalities prescribed in Section 27 of the Companies Act, 2013.

Benefit / interest accruing to Promoters/Directors out of the object of the Issue

Neither the Promoter nor the Directors of our Company are interested in the Objects of the Issue.

95
STATEMENT OF TAX BENEFITS

Under the current tax laws, the following possible tax benefits, inter alia, will be available to the Bond Holder.
This is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and
disposal of the Bond, under the current tax laws presently in force in India. The benefits are given as per the
prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments
thereto. The Bond Holder is advised to consider in his own case the tax implications in respect of subscription to
the Bond after consulting his tax advisor as alternate views are possible on interpretation of provisions where
under the contents of his statement of tax benefit is formulated may be considered differently by income tax
authority, government, tribunals or court. We are not liable to the Bond Holder in any manner for placing reliance
upon the contents of this statement of tax benefits.

A. INCOME TAX

1. Interest from Bond do not form part of Total Income.

(a) In exercise of power conferred by item (h) of sub clause (iv) of clause (15) of Section 10 of the
Income Tax Act, 1961 the Central Government vide notification no 59/2015.F.No.178/27/2015-
(ITA.1) dated 6th July, 2015 authorizes the Company to issue during the Financial year 2015 -
16, tax free, secured, redeemable, non-convertible bonds for the aggregate amount of ₹ 1000
crores subject to the other following conditions that –

i) Retail Individual Investors, Qualified Institutional Buyers, Corporates and High Net
Worth Individuals shall be eligible to subscribe to the bonds.

 Qualified Institutional Buyers shall have the same meaning as assigned to them
in the Securities and Exchange Board of India (Disclosure and Investor
Protection) Guidelines, 2000.

 Retail individual investors means those individual investors, Hindu Undivided


Family (through Karta), and Non Resident Indians (NRIs), on repatriation as well
as non repatriation basis, applying for upto rupees ten lakh in each issue and
individual investors investing more than rupees ten lakh shall be classified as
High Net worth Individuals.

ii) It shall be mandatory for the subscribers to furnish their Permanent Account Number
to the issuer.

iii) The holder of such bonds must register his or her name and the holding with the
issuer.

iv) The tenure of the bonds shall be ten, fifteen or twenty years.

v) There shall be ceiling on the coupon rates based on the reference G-sec rate. The
ceiling coupon rate for AAA rated issuers shall be reference G-sec rate less 55bps in
case of Retail Institutional Investors and G-sec rate minus 80 bps in case of Qualified
Institutional Buyers, Corporates and High Net worth Individuals. The interest shall
be payable annually.

vi) The higher rate of interest, applicable to retail investors, shall not be available in case
the bonds are transferred by Retail individual investors to non –retail investors.

(b) Section 10(15)(iv)(h) of Income Tax Act, 1961 provides that in computing the total income of
a previous year of any person, interest payable by any public sector company in respect of such
bonds or debentures and subject to such conditions, including the condition that the holder of
such bonds or debentures registers his name and the holding with that company, as the Central
Government may, by notification in the Official Gazette, specify in this behalf shall not be
included;

96
Further as per Sec 14A (1), no deduction shall be allowed in respect of expenditure incurred by
the assesse in relation to said interest, being exempt.

Section 2(36A) of the IT Act defines “Public Sector Company” as any corporation established
by or under any state Central, State, Provincial Act or a Government company as defined under
Section 2(45) of the Companies Act, 2013. Power Finance Corporation is a public sector
company as it is a Government company as defined under Section 2(45) of the Companies Act,
2013.

(c) Since the interest Income on these bonds is exempt, no Tax Deduction at Source is required on
the same.

2. CAPITAL GAIN

(a) Under Section 2 (29A) of the I.T. Act, read with Section 2 (42A) of the I.T. Act, a listed Bond
is treated as a long term capital asset if the same is held for more than 12 months immediately
preceding the date of its transfer.

Under Section 112 of the I.T. Act read with third proviso to Section 48, capital gains arising on
the transfer of long term capital assets being listed bonds are subject to tax at the rate of 10% of
capital gains calculated without indexation of the cost of acquisition. The capital gains will be
computed by deducting expenditure incurred in connection with such transfer and cost of
acquisition of the bonds from the sale consideration.

Specifically provided in 3rd proviso to Section 48 that indexation shall not be applied to long
term capital gain arising from transfer of LTCG being bond or debenture other than capital
Indexed Bonds.

Securities Transaction Tax (STT) is a tax being levied on all transactions in specified securities
done on the stock exchanges at rates prescribed by the Central Government from time to time.
STT is not applicable on transactions in the Bonds.

In case of an individual or HUF, being a resident, where the total income (including short term
capital gains) as reduced by the long term capital gains is below the maximum amount not
chargeable to tax i.e. ₹ 2,50,000 in case of all individuals, ₹ 3,00,000 in case of resident senior
citizens and ₹ 5,00,000 in case of resident very senior citizens, the long term capital gains shall
be reduced by the amount by which the total income as so reduced falls short of the maximum
amount which is not chargeable to income-tax and the tax on the balance of such long-term
capital gains shall be computed at the rate of ten per cent in accordance with and the proviso to
sub-Section (1) of Section 112 of the I.T. Act.

A 2% education cess and 1% secondary and higher education cess on the total income tax
(including surcharge wherever applicable) is payable by all categories of tax payers. The above
tax rates and rates of cess are the current applicable rates and subject to change.

(b) Short-term capital gains on the transfer of listed bonds, where bonds are held for a period of not
more than 12 months would be taxed at the normal rates of tax in accordance with and subject
to the provisions of the I.T. Act, 1961.

The provisions related to minimum amount not chargeable to tax, surcharge and education cess
described in above would also apply to such short-term capital gains.

(c) Under Section 54 EC of the Act and subject to the conditions and to the extent specified therein,
long term capital gains arising to the all bondholders on transfer of their bonds, shall not be
chargeable to tax to the extent such capital gains are invested in certain notified bonds within
six months from the date of transfer. If only part of the capital gain is so invested, the exemption
shall be proportionately reduced. However, if the said notified bonds are transferred or
converted into money within a period of three years from their date of acquisition, the amount
of capital gains exempted earlier would become chargeable to tax as long term capital gains in
the year in which the bonds are transferred or converted into money. Where the benefit of

97
Section 54 EC of the Act has been availed of on investments in the notified bonds, a deduction
from the income with reference to such cost shall not be allowed under Section 80 C of the Act.
The investment made in the notified bonds by an assessee in any financial year cannot exceed
₹ 50 Lakh. At present notified bonds are issued by National Highways Authority of India
(NHAI) and Rural Electrification Corporation Ltd. (REC).

(d) As per the provisions of Section 54F of the Income Tax Act, 1961 and subject to conditions
specified therein, any long-term capital gains (not being residential house) arising to Bond
Holder who is an individual or Hindu Undivided Family, are exempt from capital gains tax if
the entire net sales considerations is utilized, within a period of one year before, or two years
after the date of transfer, in purchase of a new residential house, or for construction of residential
house within three years from the date of transfer. If part of such net sales consideration is
invested within the prescribed period in a residential house (only in India), then such gains
would be chargeable to tax on a proportionate basis.

Provided that the said bond holder should not own more than one residential house at the time
of such transfer. If the residential house in which the investment has been made is transferred
within a period of three years from the date of its purchase or construction, the amount of capital
gains tax exempted earlier would become chargeable to tax as long term capital gains in the
year in which such residential house is transferred. Similarly, if the Bond Holder purchases
within a period of two years or constructs within a period of three years after the date of transfer
of capital asset, another residential house (other than the new residential house referred above),
then the original exemption will be taxed as capital gains in the year in which the additional
residential house is acquired.

The net consideration which is not appropriated towards the purchase of new asset made within
one year before the date on which the transfer of original asset (bonds) took place, or which is
not utilized for the purchase or construction of new house before the date of furnishing the return
of income under Section 139, shall be deposited by him before furnishing such return in an
account in bank or institution as may be specified in, and utilized in accordance with, any
scheme which the Central Government may by notification in Official Gazette, frame in this
behalf. The amount if any, already used for the purchase or construction of the new house
together with the amount so deposited shall be deemed to be the cost of the new asset.

Provided that if the amount deposited under this sub-Section is not utilised wholly or partly for
the purchase or construction of the new asset within the period specified in sub-Section (1),
then, such unutilized amount shall be charged under Section 45 as income of the previous year
in which the period of three years from the date of the transfer of the original asset expires;
and (ii) the bondholder shall be entitled to withdraw the un-utilised amount in accordance with
the scheme aforesaid.

(e) Under Section 195 of the Income Tax Act, Income Tax shall be deducted from sum payable to
non residents on the long term capital gain at the rate of 20% (plus applicable surcharge and
education cess) and short term capital gain at the normal rate of tax (plus applicable surcharge
and education cess) arising on sale of bonds.

As per Section 90(2) of the IT Act, the provision of the IT Act would not prevail over the
provision of the tax treaty applicable to the non-resident to the extent such tax treaty provisions
are more beneficial to the non resident. Thus, a non resident can opt to be governed by the
beneficial provisions of an applicable tax treaty

(f) As per Section 115AD of the Income Tax Act, 1961, the income by way of short term capital
gains or long term capital gains (not covered under Section 10(38) of the IT Act) realized by
FIIs on sale of security in the Company would be taxed at the following rates.

i) Short term capital gains- 30% (plus applicable surcharge and education cess).

ii) Long term capital gains - 10% without cost indexation (plus applicable surcharge and
education cess)

98
The above tax rates are the current applicable rates and subject to change.

(g) However, as per Section 196D, no deduction of tax shall be made from income arising by way
of capital gain to Foreign Institutional Investors.

3. Bonds held as stock in trade

In case the Bonds are held as stock in trade, the income / loss on transfer of bonds would be treated as
business income or loss in accordance with and subject to the provisions of the Income Tax Act, 1961.

4. Taxation on gift

As per Section 56(2)(vii) of the I.T. Act, in case where individual or Hindu undivided Family receives
bond from any person on or after October 1, 2009

(a) without any consideration, aggregate fair market value of which exceeds fifty thousand rupees,
then the whole of the aggregate fair market value of such bonds/debentures or;

(b) for a consideration which is less than the aggregate fair market value of the Bond by an amount
exceeding fifty thousand rupees, then the aggregate fair market value of such property as
exceeds such consideration;

shall be taxable as the income of the recipient.

Provided further that this clause shall not apply to any sum of money received or any property
received—

i) From any relative* including in case of HUF, any member thereof; or


ii) On the occasion of the marriage of the individual; or
iii) Under a will or by way of inheritance; or
iv) In contemplation of death of the payer; or
v) From any local authority as defined in the Explanation to clause (20) of Section 10;
or
vi) From any fund or foundation or university or other educational institution or hospital
or other medical institution or any trust or institution referred to in clause (23C) of
Section 10; or
vii) From any trust or institution registered under Section 12AA.

* for definition of relative please refer clause V of the aforesaid Section.

B. WEALTH TAX

Wealth-tax Act, 1957 has been abolished w.e.f. April 1, 2015 hence no wealth tax shall be levied on
investment in Bonds.

For K.B. Chandna & Co. For M. K. Aggrawal & Co.


Chartered Accountants Chartered Accountants
Firm’s Regn. No.: 000862N Firm’s Regn. No.: 01411N

CA V.K. Gureja CA Atul Aggarwal


Partner Partner
Membership no. 016521 Membership no. 099374

Dated: September 7, 2015

99
SECTION IV-ABOUT OUR COMPANY

INDUSTRY OVERVIEW

The information in this section has not been independently verified by us, the Lead Managers or any of our or
their respective affiliates or advisors. The information may not be consistent with other information compiled by
third parties within or outside India. Industry sources and publications generally state that the information
contained therein has been obtained from sources it believes to be reliable, but their accuracy, completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. Industry and Government
publications are also prepared based on information as of specific dates and may no longer be current or reflect
current trends. Industry and Government sources and publications may also base their information on estimates,
forecasts and assumptions which may prove to be incorrect. Accordingly, investment decisions should not be
based on such information. Figures used in this section are presented as in the original sources and have not been
adjusted, restated or rounded off for presentation in this Draft Shelf Prospectus.

The Indian Economy

India has an estimated population of 125.17 crore people as of July 2015, with an estimated GDP calculated on a
purchasing power parity basis of approximately US $ 7.376 trillion in 2014. This makes it the fourth largest
economy in the world in terms of GDP after the China, European Union and United States of America. (Source:
CIA World Factbook 2015)

In 2014, the Indian economy grew at 5.4% compared to 4.6% in the previous year. Investors' perceptions of India
improved in early 2014, due to a reduction of the current account deficit and expectations of post-election
economic reform, resulting in a surge of inbound capital flows and stabilization of the rupee. (Source:
International Monetory Fund, http://www.imf.org/external/pubs/ft/weo/2014/update/01/). By way of comparison,
the below table illustrates the GDP growth in 2014 for certain other countries:

Country Estimated GDP Growth in 2014 (%)*


China 7.40
India 5.40
Singapore 3.00
Brazil 0.30
United States 2.40
United Kingdom 3.20
Japan 1.30
*
GDP growth on an annual basis adjusted for inflation and expressed as a percent
(Source: CIA World Factbook 2015)

In the emerging market economies (EMEs), activity decelerated through H1CY15 due to headwinds from weak
external demand, tightening external financing conditions, deteriorating structural bottlenecks and spill overs from
unsettled conditions in financial markets. Shrinking exports in some industries, in part as a result of weak global
demand and global overcapacity in those industries and in part as a result of the significant depreciation of
currencies of some major trading partners against the rupee, also contributed to weak aggregate demand.

The Reserve Bank of India’s survey-based indicators point to flat capacity utilisation and new orders, with
corporate sales growth declining – although lower inflation explains some of the compression in top lines.
Although overall business confidence is positive, the level of optimism was a shade lower in April-June than in
the preceding quarter.

The Reserve Bank’s bi-monthly policy statements of April and June indicated that the accommodative stance of
monetary policy will be maintained going forward, but monetary policy actions will be conditioned by

(a) fuller transmission by banks of the Reserve Bank’s front-loaded rate reductions into their lending rates;
(b) developments in food prices and their management, especially the effects of the monsoon, while looking
through both seasonal as well as base effects;

100
(c) a continuation and even acceleration of policy efforts to unclog the supply side so as to make available key
inputs such as power and land, as also repurposing of public spending from poorly targeted subsidies towards
public investment and reducing the pipeline of stalled investment; and
(d) signs of normalisation of the US monetary policy.
In the June statement, it was pointed out that a targeted infusion of bank capital is also warranted so that adequate
credit flows to the productive sectors as investment picks up.
[Source: RBI, Third Bi-monthly Monetary Policy Statement, 2015-16 dated August 4, 2015]

THE INDIAN POWER SECTOR

Structure of the Indian Power Sector

The following diagram depicts the structure of the Indian power industry for generation, transmission, distribution
and consumption:

Generation Transmission Distribution Consumption

SEBs, EDs, Discoms,


SEBs/SPUs SEBs/STUs
Pvt. Licensees

Agriculture, Domestic,
Energy Available and
CPUs PGCIL Commercial, Industries
Sold
and Others
Transformation,
Transmission &
IPPs & Private Licensees Private Utilities
Distribution Losses
Including Unaccounted
Energy

Captive Open Captive Consumer

Power Trading Companies

Legend:
IPPs Independent Power Producer
CPUs Central Power Utilities
SEBs State Electricity Boards
STUs State Transmission Utilities
SPUs State Power Utilities
PGCIL Power Grid Corporation of India Limited
EDs Electricity Departments
Discoms Distribution Companies

Overview of the Indian power sector

India has continuously experienced shortages in energy and peak power requirements. According to CEA’s
monthly review of the power sector (“CEA Monthly Review”) published in June, 2015, the provisional total
energy deficit and peak power deficit during the month June, 2015 was approximately 2% and 3%, respectively.
The shortages in energy and peak power have been primarily due to the sluggish progress in capacity addition.
The Indian economy is based on planning through successive five year plans (“Five Year Plans”) that set out
targets for economic development in various sectors, including the power sector. During the 9 th Five Year Plan
(1997-2002) (“9th Plan”), capacity addition achieved was 19,119 MW, which was 47.5% of the 40,245 MW
targeted under the 9th Plan. During the course of the 10th Five Year Plan (2002 to 2007) (“10th Plan”), capacity
addition achieved was 21,180 MW, which was 51.6% of the 41,110 MW targeted under the 10 th Plan. During the
11th Five Year Plan (2007-2012) (“11th Plan”) capacity addition achieved has been 88.1% of the target addition
or 62,374 MW. (Source: Power Scenario at a Glance, Ministry of Power Website www.powermin.nic.in). The
planned capacity addition in the 12th Five Year Plan is 88,537 MW comprising 72,340 MW of thermal projects,
10,897 MW of Hydro power projects and 5,300 MW of nuclear power projects. (Source: Executive Summary,
Power Sector, June 2015 from CEA, Ministry of Power).

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Power Demand in India

Rapid growth of the economy places a heavy demand on electric power. Reforms in the power sector, to make it
efficient and more competitive, have been under way for several years and while there has been some progress,
shortage of power and lack of access continues to be a major constraint on economic growth. The persistent
shortages of electricity both for peak power and energy indicate the need for improving performance of the power
sector in the country [Source: website of the Planning Commission of India (“Planning Commission”)].

The electricity generation target for the year 2015-2016 was fixed as 1137.5 Billion Unit (BU). i.e. growth of
around 8.47% over actual generation of 1048.673 for the previous year (2014-2015).

Programme, actual achievement and growth in electricity generation in the country during 2009-10 to 2015-16

(the figures provided are in Billion Unit (BU) except for percentages)
Year Target Achievement % of target % growth
2009-10 789.511 771.551 97.73 6.60
2010-11 830.757 811.143 97.64 5.56
2011-12 855.00 876.887 102.56 8.11
2012-13 930.00 911.65 98.02 3.96
2013-14 975.000 967.150 99.19 6.04
2014-15 1,023.000 1,048.673 102.51 8.43
2015-16*(Upto June 2015) 283.953 271.089 95.47 1.91
*Provisional, (Source: http://powermin.nic.in/power-sector-glance-all-india)

Power Supply in India

Historical Capacity Additions

Each successive Five Year Plan of the GoI has had increased targets for the addition of power generation capacity.
The energy deficit in India is a result of insufficient progress in the development of additional energy capacity. In
each of the last three Five Year Plans (the 8 th, 9th, and 10th Five Year Plans, covering fiscal 1992 to fiscal 2007),
less than 55% of the targeted additional energy capacity level was added. According to the White Paper, India
added an average of approximately 20,000 MW to its energy capacity in each of the 9 th Plan and 10th Plan periods.
The total capacity addition during the past 30 years between the 6 th Five Year Plan and the 11th Plan was
approximately 1,54,374 MW.

Current Capacity

India’s total installed capacity was 2,74,817.94 MW as on June 30, 2015, including thermal projects, nuclear
projects, hydro projects and renewable energy source projects. (Source: CEA Monthly Review June 2015).

The following table sets forth a summary of India’s energy generation capacity as on June 30, 2015 in terms of
fuel source and region:
(figures provided are in Mega Watts (MW))
Sl. THERMAL Hydro R.E.S @
Region Nuclear Total
No. Coal Gas DSL Total (Renewable) (MNRE)
1. Northern 40,943.50 5,331.26 0.00 46,274.76 1,620.00 17,796.77 7,156.86 72,848.39
2. Western 67,029.01 10,915.41 0.00 77,944.42 1,840.00 7,447.50 12,795.04 1,00,026.96
3. Southern 30,342.50 4,962.78 917.48 36,222.76 2,320.00 11,398.03 15,117.20 65,057.99
4. Eastern 28,582.87 190.00 0.00 28,772.87 0.00 4,113.12 434.38 33,320.37
5. North-East 310.00 1,662.70 36.00 2,008.70 0.00 1,242.00 262.38 3,513.08
6. Islands 0.00 0.00 40.05 40.05 0.00 0.00 11.10 51.15
7. ALL INDIA 1,67,207.88 23,062.15 993.53 1,91,263.56 5,780.00 41,997.42 35,776.96 2,74,817.94

(Source: Executive Summary, Power Sector for the month of June 2015, CEA)

102
Demand-Supply Imbalance in India

The Indian power sector has historically been beset by energy shortages which have been rising over the years.
The following table provides the power supply position in the country during 2009-10 to 2014-15:

Energy Peak
Peak
Year Requirement Availability Surplus/Deficits(-) Peak Met Surplus/Deficits(-)
Demand
(MU) (MU) (MU) (%) (MW) (MW) (MW) (%)
2009-10 8,30,594 7,46,644 -83,950 -10.1 1,19,166 1,04,009 -15,157 -12.7
2010-11 8,61,591 7,88,355 -73,236 -8.5 1,22,287 1,10,256 -12,031 -9.8
2011-12 9,37,199 8,57,886 -79,313 -8.5 1,30,006 1,16,191 -13,815 -10.6
2012-13 9,95,557 9,08,652 -86,905 -8.7 1,35,453 1,23,294 -12,159 -9.0
2013-14 10,02,257 9,59,829 -42,428 -4.2 1,35,918 1,29,815 -6,103 -4.5
2014-15 10,68,943 10,30,785 -38,138 -3.6 1,48,166 1,41,160 -7,006 -4.7
2015-16* 2,73,643 2,67,670 -5,973 -2.2 1,45,279 1,40,441 -4,838 -3.3
*Provisional upto July 2015, (Source: http://www.powermin.nic.in/JSP_SERVLETS/internal.jsp)

The deficits in electric energy and peak power requirements vary across different regions in India. The following
table outlines the power supply position in June 2015across the regions of India:

Region Energy (MU) Deficit Peak Demand Deficit


Requirement % (MW) %
Northern 30,880 -4.6 50,883 -5.4
Western 26,464 -0.2 42,608 -1.7
Southern 22,257 -1.0 37,155 -1.9
Eastern 10,873 -0.8 17,533 -0.7
Northern Eastern 1,181 -5.5 2,356 -7.0
All India 91,655 -2.0 14,4732 -3.0
(Source: CEA Monthly Review June 2015)

Demand Projections

To deliver a sustained economic growth rate of 8% through to Fiscal 2032, India needs, at the least, to increase
its primary energy supply between three and four times and its electricity generation capacity between five and
six times based on Fiscal 2004 levels. With Fiscal 2004 as a baseline, India's commercial energy supply would
need to grow from 5.2% to 6.1% per annum while its total primary energy supply would need to grow at 4.3% to
5.1% annually. Further, power generation capacity must increase to around 8,00,000 MW by Fiscal 2032 from
the Fiscal 2004 capacity levels of around 1,60,000 MW inclusive of all captive plants. (Source: Planning
Commission, Integrated Energy Policy Report of the Expert Committee on Power, August 2006 (the “IEP report
August 2006”). This represents a need for the substantial augmentation of power generation capacity. Such
investment in power generation will require increased investment in power transmission and distribution if the
additional power is to be effectively disseminated among potential customers.

The table below lays out the projected installed capacity needed by Fiscal 2017 and Fiscal 2022 under different
GDP growth rate scenarios:

Assumed GDP Electricity Peak Demand Installed Capacity (GW)


Growth (%) Generation required (GW)
(BU)
By fiscal 2017 8.0 1,524 226 306
9.0 1,687 250 337
By fiscal 2022 8.0 2,118 323 425

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Assumed GDP Electricity Peak Demand Installed Capacity (GW)
Growth (%) Generation required (GW)
(BU)
9.0 2,438 372 488
(Source: IEP report August 2006)

Future Capacity Additions

12th Five Year Plan (2012-2017) (the “12th Plan”)

Capacity addition of 88,537 MW has been envisaged for the 12th Plan. This comprises an estimated 72,340 MW
thermal power, 10,897 MW hydro power and 5,300 MW nuclear power (Source: Executive Summary, Power
Sector, June, 2015 from CEA, Ministry of Power).

Power Transmission and Distribution

In India, the transmission and distribution system is a three-tier structure comprised of regional grids, state grids
and distribution networks. The five regional grids, configured on a geographical contiguity basis, enable transfer
of power from a power surplus state to a power deficit state. The regional grids also facilitate the optimal
scheduling of maintenance outages and better co-ordination between power plants. These regional grids are to be
gradually integrated to form a national grid, whereby surplus power from a region could be redirected to another
region facing power deficits, thereby allowing a more optimal utilization of the national generating capacity.

Most inter-regional and inter-state transmission links are owned and operated by Power Grid Corporation of India
Limited though some are jointly owned by the SEBs. state grids and distribution networks are mostly owned and
operated by the respective SEBs, STUs, distribution companies, or state Governments (through state electricity
departments). A direct consequence of the high AT&C losses that are experienced by the Indian power sector is
the inadequate financial condition of SEBs and SPUs thereby restricting the SEBs from making any meaningful
investments in generation and the modernization of the transmission and distribution network.

POLICY INITIATIVES AND ECONOMIC REFORMS IN INDIA

Since 1991, India has witnessed reforms across the policy spectrum in the areas of fiscal and industrial policy,
trade and finance. Some of the key reform measures are:

 Industrial Policy Reforms: Removal of capacity licensing and opening up various sectors to FDI;

 Trade Policy Reforms: Lowering of import tariffs and restrictions on imports, across industries; and

 Monetary Policy and Financial Sector Reforms: Lowering interest rates, relaxation of restrictions on
fund movement and the introduction of private participation in insurance sector.

In addition, FDI has been recognized as an important driver of economic growth in the country. The GoI has taken
a number of steps to encourage and facilitate FDI, and FDI is allowed in many key sectors of the economy, such
as manufacturing, services, infrastructure and financial services. For many sectors, 100% FDI is allowed on an
automatic basis, without prior approval from the Foreign Investment Promotion Board (“FIPB”).

Cumulative amount of FDI inflows in India from April, 2000 to June, 2015 (excluding, amount remitted through
RBI’s-+NRI Schemes) is ` 1,293,836 crore (US$ 258,142 million). Financial year wise equity inflows are
elaborated as follows:

Amount of FDI Inflows %age growth over


S. Financial Year
previous year
Nos. (April – March) In ` crores In US$ million (in terms of US $)
1. 2000-01 10,733 2,463
2. 2001-02 18,654 4,065 (+) 65%
3. 2002-03 12,871 2,705 (-) 33%
4. 2003-04 10,064 2,188 (-) 19%
5. 2004-05 14,653 3,219 (+) 47%

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Amount of FDI Inflows %age growth over
S. Financial Year
previous year
Nos. (April – March) In ` crores In US$ million (in terms of US $)
6. 2005-06 24,584 5,540 (+) 72%
7. 2006-07 56,390 12,492 (+) 125%
8. 2007-08 98,642 24,575 (+) 97%
9. 2008-09 1,42,829 31,396 (+) 28%
10. 2009-10# 1,23,120 25,834 (-) 18%
11. 2010-11# 97,320 21,383 (-) 17%
12. 2011-12#^ 1,65,146 35,121 (+) 64%
13. 2012-13# 1,21,907 22,423 (-) 36%
14. 2013-14# 1,47,518 24,299 (+) 8%
15. 2014-15# 1,89,107 30,931 (+) 27%
16. 2015-16# (Apr - June 2015) 60,298 9,508
CUMULATIVE TOTAL 1,293,836 2,58,142 -
(from April, 2000 to June, 2015)
Note: (i) including amount remitted through RBI’s-NRI Schemes (2000-2002).
(ii) FEDAI (Foreign Exchange Dealers Association of India) conversion rate from rupees to US dollar applied, on the basis of monthly
average rate provided by RBI (DEPR), Mumbai.
# Figures for the years 2010-11 to 2015-16 are provisional subject to reconciliation with RBI.
^ Inflows for the month of March, 2012 are as reported by RBI, consequent to the adjustment made in the figures of March, 2011, August,
2011 and October, 2011.

Out of total FDI inflows as mentioned an amount of ` 48,357crores (US$ 9,828.09 Million) has been invested in
the power sector.
(Source: http://dipp.nic.in/English/Publications/FDI_Statistics/2015/india_FDI_June2015.pdf)

Further, in recent years, in light of persistent power shortages and given the estimated rate of increase in demand
for electricity in India, the GoI has taken significant action to restructure the power sector, increase capacity,
improve transmission, sub-transmission and distribution, and attract investment to the sector. Some of the various
strategies and reforms adopted by the GoI and other initiatives in the power sector in India are summarized below:

Electricity Act, 2003

An act to consolidate the laws relating to generation, transmission, distribution, trading and use of electricity and
generally for taking measures conducive to development of electricity industry, promoting competition therein,
protecting interest of consumers and supply of electricity to all areas, rationalisation of electricity tariff, ensuring
transparent policies regarding subsidies, promotion of efficient and environmentally benign policies constitution
of Central Electricity Agency, Regulatory commissions and establishment of Appellate Tribunal and for matters
concerned therewith or incidental thereto.
(Source: www.powermin.nic.in)

National Electricity Policy, 2005

The national electricity policy was notified in February, 2005. This policy aims at accelerated development of the
power sector, focusing on the supply of electricity to all areas and protecting interests of consumers and other
stakeholders, keeping in view availability of energy resources technology available to exploit these resources,
economics of generation using different resources and energy security issues.
(Source: www.powermin.nic.in)

National Tariff Policy, 2006

The national tariff policy was notified by the GoI on January 6, 2006 (“NTP”). Its main objectives are to:

 ensure availability of electricity to consumers at reasonable and competitive rates;


 ensure financial viability of the sector and attract investments;
 promote transparency, consistency and predictability in regulatory approaches across jurisdictions and
minimize perceptions of regulatory risks; and
 promote competition, efficiency in operations and improvement in quality of supply.

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The NTP stipulates that all future power requirements should be procured competitively by distribution licensees
except in cases of expansion of pre-existing projects or where there is a public sector controlled or owned
developer involved. In these cases, regulators must resort to tariffs set by reference to standards of the Central
Electricity Regulatory Commission, provided that expansion of generating capacity by private developers for this
purpose will be restricted to a one time addition of not more than 50% of the existing capacity. Under the NTP,
even for public sector projects, tariffs for all new generation and transmission projects will be decided on the basis
of competitive bidding after a certain time period.
(Source: www.powermin.nic.in)

Rural Electrification Initiatives

Ministry of Power launched Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY) as one of its flagship
programme in March 2005 with the objective of electrifying over one lakh un-electrified villages and to provide
free electricity connections to 2.34 crore rural BPL households. This programme has been brought under the ambit
of Bharat Nirman. Under RGGVY, electricity distribution infrastructure is envisaged to establish Rural Electricity
Distribution Backbone (REDB) with at least a 33/11 KV sub-station in a block, Village Electrification
Infrastructure (VEI) with at least a Distribution Transformer in a village or hamlet, and standalone grids with
generation where grid supply is not feasible. Subsidy towards capital expenditure to the tune of 90% is being
provided, through Rural Electrification Corporation Limited (REC), which is a nodal agency for implementation
of the scheme. Electrification of un-electrified Below Poverty Line (BPL) households is being financed with 100%
capital subsidy @ ` 2,200/- per connection in all rural habitations. Rural Electrification Corporation is the nodal
agency for implementation of the scheme. The services of Central Public Sector Undertakings (CPSU) are
available to the States for assisting them in the execution of Rural Electrification projects. The Management of
Rural Distribution is mandated through franchisees.
(Source: www.powermin.nic.in/bharatnirman/bharatnirman.asp)).

Ultra Mega Power Projects

For meeting the growing needs of the economy, generation capacity in India must rise significantly and sustainably
over the coming decades. There is therefore a need to develop large capacity projects at the national level to meet
the requirements of different States. Development of UMPPs is one step the MoP is taking to meet this objective.
Each project is a minimum of 4,000 MW and involves an estimated investment of approximately U.S. $ 4billion.
The projects are expected to substantially reduce power shortages in India. The UMPPs will be awarded to
developers on a build-own-operate basis and are expected to be built at 16 different locations. For details, see the
sections titled “Our Business” and “Regulations and Policies” on pages 112 and 137 respectively.

Independent Transmission Projects

The MoP has initiated a tariff based competitive bidding process for ITPs, which is a process similar to that
followed for UMPPs, for the development of transmission systems through private sector participation. The ITPs
aim to evacuate power from generating stations and transmit the power from pooling stations to other grid
stations, resulting in system strengthening across India. (Source: website of the MoP) For details, see the sections
titled “Our Business” and “Regulations and Policies” on pages 112 and 137, respectively.

Hydro Power Policy 2008

The Hydro Power Policy, 2008, emphasizes increasing private investment in the development of hydroelectric
projects. The policy aims at attracting private funds by encouraging joint ventures with private developers and the
use of the IPP model, in addition to promoting power trading and speeding up the availability of statutory
clearances. The policy provides guidelines for accelerated development of the hydropower industry in India,
particularly in the Himalayan States.(Source: www.powermin.nic.in, Hydropower Policy 2008, MoP)

National Solar Mission

The MNRE has approved a new policy on development of solar energy in India by the Jawaharlal Nehru National
Solar Mission. The mission recommends the implementation of an installed capacity of 20,000 MW in three stages
by the end of the 13th Five Year Plan (2017-2022). It proposes to establish a single window investor-friendly
mechanism, which reduces risk and at the same time, provides an attractive, predictable and sufficiently adequate
tariff for the purchase of solar power from the grid. The key driver for promoting solar power would be through
a renewable purchase obligation mandated for power utilities, with a specific solar component. (Source:

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www.mnre.gov.in)

Restructured Accelerated Power Development and Reform Program

The GoI introduced the Accelerated Power Development Program (“APDP”) in Fiscal 2001 as part of the reform
of the Indian power sector. During the X five-year plan, the GoI subsequently upgraded the APDP program to the
APDRP in Fiscal 2003. In July, 2008, APDRP was restructured and the MoP launched the R-APDRP.

The R-APDRP is a GoI initiative launched for implementation during the XI five-year plan. The focus of the
programme is the actual demonstrable performance in terms of sustained loss reduction, establishment of reliable
and automated systems for collection of accurate and reliable baseline data, and adoption of information
technology (“IT”) in the areas of energy accounting and implementation of regular distribution strengthening
project. The programme envisaged objective performance evaluation of utilities in terms of AT&C losses.

Under R – APDRP projects are being taken up in two parts. Part – A includes the projects for establishment of
baseline data and IT applications for energy accounting as well as IT based customer care centers. Part – B includes
regular distribution strengthening projects.

IPDS

Sanction of the President of India is conveyed for launch / implementation of “Integrated Power Development
Scheme” (“IPDS”) with the following components:

i. Strengthening of sub-transmission and distribution networks in the urban areas;


ii. Metering of distribution transformers/feeders/consumers in the urban areas.
iii. IT enablement of distribution sector and strengthening of distribution network, as per CCEA approval
dated June 21, 2013 for completion of the targets laid down under R APDRP for l2th and l3th Plans by
carrying forward the approved outlay for R-APDRP to IPDS

The components at (i) and (ii) above will have an estimated outlay of ` 32,612 crore including a budgetary support
of ` 25,354 crore from GoI during the entire implementation period.

The scheme of R-APDRP as approved by CCEA for continuation in l2th and l3th Plans will get subsumed in this
scheme as a separate component relating to IT enablement of distribution sector and strengthening of distribution
network component (iii) above for which CCEA has already approved the scheme cost of ` 44,011 crore including
a budgetary support of ` 22,727 crore.
(Source: http://powermin.nic.in/upload/pdf/Integrated_Power_Development_Scheme.pdf)

DDUGJY

Sanction of the President is conveyed for launch/implementation of “Deendayal Upadhyaya Gram Jyoti Yojana”
(“DDUGJY”) with the following components

i. Separation of agriculture and non-agriculture feeders facilitating judicious rostering of supply to


agricultural & non- agricultural consumers in the rural areas; and
ii. Strengthening and augmentation of sub-transmission & distribution infrastructure in rural areas,
including metering of distribution transformers/feeders/consumers
iii. Rural electrification. as per CCEA approval dated August 01, 2013 for completion of the targets laid
down under RGGVY for 12th and 13th Plans by carrying forward the approved outlay for RGGVY to
DDUGJY

The components at (i) and (ii) of the above scheme will have an estimated outlay of ` 43,033 crore including a
budgetary support of ` 33,453 crore from GoI during the entire implementation period.

The scheme of RGGVY as approved by CCEA for continuation in 12th and 13th Plans will get subsumed in this
scheme as a separate rural electrification component [component (iii) above] for which CCEA has already
approved the scheme cost of ` 39,275 crore including a budgetary support of ` 35,447 crore.
(Source: http://powermin.nic.in/upload/pdf/Deendayal_Upadhyaya_Gram_Jyoti_Yojana.pdf)

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STRUCTURE OF INDIA'S FINANCIAL SERVICES INDUSTRY

The RBI is the Central regulatory and supervisory authority for the Indian financial system. The Board for
Financial Supervision, constituted in November, 1994, is the principal body responsible for the enforcement of
the RBI's statutory regulatory and supervisory functions. SEBI and the IRDA regulate the capital markets and the
insurance sectors, respectively.

A variety of financial institutions and intermediaries, in both the public and private sector, participate in India's
financial services industry. These are:

 commercial banks;
 NBFCs;
 specialized financial institutions, such as the National Bank for Agriculture and Rural Development, the
Export-Import Bank of India, the Small Industries development Bank of India and the Tourism Finance
Corporation of India;
 securities brokers;
 investment banks;
 insurance companies;
 mutual funds;
 venture capital funds; and
 Alternative Investment Funds

Debt Market in India

The Indian debt market has two segments, namely, the Government securities market and corporate debt market.

Government securities market:

During 2010-11, the RBI undertook various measures related to the development of the Government securities
(G-Sec) market. In particular, a working group was set upto examine ways to enhance liquidity in the G-Sec and
interest rate derivatives markets.

Change in Auction Timing of G-Secs - To improve the efficiency of the auction process of G-Secs, viz., GoI dated
securities, treasury bills (T-bills), cash management bills, and state development loans, the timings for primary
auction under competitive bidding have been revised from 10.30 am-12.30 pm to 10.30am-12noon from April 13,
2012. This will permit more time for secondary market transactions for the securities auctioned on that day.

Extension of DvP-III facility to Gilt Account Holders - To extend the benefits of net settlement of securities and
funds in the G-Sec market to gilt account holders (GAHs), the DvP III facility was extended in July 2011, to all
transactions undertaken by GAHs, except those undertaken between GAHs of the same custodian.

Revised Guidelines for Authorisation of PDs - To make the primary dealer (PD) authorisation policy more
transparent and ensure that new PDs have sound capital and adequate experience/expertise in the G-Sec market,
the PD authorisation guidelines were revised in August 2011. The applicant entity is required to be registered as
an NBFC and should have exposure in the securities business, in particular to the G-Sec market, for at least one
year prior to the submission of an application for undertaking PD business.

Working Group on Enhancing Liquidity in the G-Sec and Interest Rate Derivatives Markets - Considering the
important role of the G-Sec market and the prominence of G-Sec in the investment portfolio of financial
institutions, particularly banks, the Reserve Bank has been constantly reviewing the developments to further
broaden and deepens this market. Despite the developments in the G-Sec market in the past two decades, it was
deemed necessary to promote liquidity in the secondary market for G-Secs, especially across the yield curve. As
part of this endeavour, the Reserve Bank set up a working group (Chairman: Mr. R. Gandhi) in December 2011,
comprising various stakeholders, to examine and suggest ways to enhance secondary market liquidity in the G-
Sec and interest rate derivatives (IRDs) markets. The group submitted its Report on August 10, 2012.

Direct Access to Negotiated Dealing System- Order Matching (NDS-OM) - In November 2011, direct access to
NDSOM was extended to licensed urban co-operative banks and systemically important non-deposit taking non-
banking financial companies (NBFCND-SIs) that fall under the purview of Section 45-I(c) (ii) of the Reserve

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Bank of India Act, 1934, subject to compliance with the stipulated financial norms and procurement of an NOC
from the respective regulatory departments.

Introduction of a Web-based System for Access to NDS-Auction and NDS-OM - To facilitate direct participation
by retail and mid-segment investors in G-Sec auctions, the RBI has allowed web-based access to the negotiated
dealing system (NDS)-auction developed by the Clearing Corporation of India Ltd.(CCIL). The system allows
GAHs to directly place their bids in the G-Sec auction through a primary member’s portal, as against the earlier
practice wherein the primary member used to combine bids of all constituents and bid in the market on their behalf.
A similar web-based access to the NDS-OM system for secondary market transactions has been permitted since
June 2012.

Extension of Short Sale Period from Five Days to Three Months - Short selling plays an important role in price
discovery, promoting liquidity and better risk management. With the re-introduction of IRFs on exchanges, there
was a need to revisit the guidelines on short selling to ensure parity between the cash and futures market vis-à-vis
short selling. Accordingly, the period of short sale was extended from five days to three months from February 1,
2012. This is expected to give a fillip to the IRF market by helping participants to hedge/ arbitrage more effectively,
and to develop the term repo market.
(Source: www.rbi.org.in/scripts/annualreportpublications.aspx?Id=1042)

The actual gross market borrowing of the Central Government for 2013-14 were reduced from the budgeted
amount of `5,790 billion to `5,635 billion (97.3 per cent of the budgeted amount) as compared to `5,580 billion
raised in 2012-13. As per the Union Budget 2014-15, the gross market borrowing through dated securities are
placed at `6,000 billion, an increase of 6.5 per cent over the previous year (`5,635 billion) while net borrowing
are budgeted lower at `4,612 billion, a decline of 1.6 per cent over `4,685 billion. Market borrowing of `2,700
billion have been completed up to August 04, 2014. Weighted average yield during the period increased to 8.84
per cent from 7.75 per cent in the same period of 2013-14, while weighted average maturity declined to 14.14
years from 14.49 years.

The yields on treasury bills hardened during the year refl ecting a change in the monetary policy stance.
Subsequent to the liquidity tightening measures introduced in mid-July 2013, yields peaked to 12.02 per cent,
12.01 per cent and 10.46 per cent, respectively, for 91-day, 182-day and 364- day T-bills. Primary market yields
on the same stood at 8.86 per cent, 8.86 per cent and 8.89 per cent, respectively, at the last auction held in March
2014 which were higher by 67, 85 and 110 basis points than the respective yields at end-March 2013. The weighted
average yield of state Government securities issued during the year stood higher at 9.18 per cent as compared to
8.84 per cent during the previous year, tracking the general interest rate movements. The weighted average spread
over the Central Government’s weighted average yield increased to 75 bps during the year from 71 bps during the
previous year. The actual market borrowing of state Governments were broadly in alignment with the quantum
indicated at the beginning of each quarter.

Inflation indexed bonds (IIBs) for institutional investors were launched in June 2013 for an aggregate amount of
`65 billion during 2013-14. IIBs for retail investors, namely, Infl ation Indexed National Saving Securities–
Cumulative (IINSS-C), were launched in December 2013. The response to these bonds was subdued due to its
timing coinciding with the issue of various tax free bonds by PSUs, some of its design features and lack of product
awareness among retail investors.

Yields have softened during 2014-15 so far refl ecting easing of the US treasury yields, active buying by
institutional investors, moderation in infl ation, improvement in the fi scal situation and growing positive market
expectations about Government policy after the general elections. The gains had, however, been negated to an
extent in June 2014 due to growing geopolitical tension in the Gulf region. The 10-year generic yield stood lower
at 8.55 per cent on August 13, 2014 vis-a-vis its level at end-March 2014. The yield curve flattened at the longer
end as compared to the previous year and the average volume generally varied inversely with the movement of
the 10-year G-sec yield
(Source: RBI Annual Report FY 2013-14 dated August 21, 2014)

Corporate debt market

Pursuant to the guidelines of the High Level Expert Committee on Corporate Bonds and Securitisation (December
2005) and the subsequent announcement made in the Union Budget 2006-07, SEBI authorised BSE (January
2007), NSE (March 2007) and the Fixed Income Money Market and Derivatives Association of India (FIMMDA)

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(August 2007) to set up and maintain corporate bond reporting platforms for information related to trading in
corporate bonds.

BSE and NSE put in place corporate bonds trading platforms in July 2007 to enable efficient price discovery in
the market. This was followed by operationalization of a DvP-I (trade-by-trade)- based clearing and settlement
system for over-the-counter trades in corporate bonds by the clearing houses of the exchanges. In view of these
market developments, the RBI announced in its second quarter review of the annual policy statement for 2009-10
in October, 2009 that the repo in corporate bonds could now be introduced. The RBI issued the Repo in Corporate
Debt Securities (Reserve Bank of India) Directions, 2010, on January 8, 2010.
(Source: Handbook of Statistics on Indian Securities Market issued by SEBI, SEBI data for Trading in Corporate bonds, SEBI
Annual Report 2011-12)

During April-December 2014, resource mobilization through the primary market exhibited mixed patterns with
equity and debt issues declining and private placements of corporate bonds increasing, on year-on-year basis. As
private placements of corporate bonds account for the lion’s share, total mobilization increased during the period.
The number and value of private placements increased both in the National Stock Exchange (NSE) and Bombay
Stock Exchange (BSE) during the period. (Source: http://indiabudget.nic.in/es2014-15/echapter-vol2.pdf)

The private placement of corporate bonds surged up to ` 4,04,136.50 crs (through 2611 issues) in FY 2015 from
` 2,76,054.18 crs (through 1924 issues) in FY 2014.
(Source : SEBI Website: http://203.199.247.102/cms/sebi_data/statistics/corporate_bonds/privatenew.html)

NBFC - Infrastructure Finance Companies

In February 2010, the RBI introduced IFCs as a new category of infrastructure funding entities. Non-deposit
taking NBFCs which satisfy the following conditions are eligible to apply to the RBI to seek IFC status:

 minimum of 75% of its assets deployed in infrastructure loans;


 net owned funds of at least ` 3,000million;
 minimum credit rating “A” or equivalent rating by accrediting agencies; and
 capital to risk (weighted) assets ratio of 15% (with a minimum Tier 1 capital of 10%).
(Source: RBI Circular no.RBI/2009-10/316 DNBS.PD. CC No. 168 / 03.02.089 /2009-10 dated February 12, 2010)

IFCs enjoy benefits which include a lower risk weight on their bank borrowing (from a flat 100% to 20% for
AAA- rated borrowers), higher permissible bank borrowing (up to 20% of the bank’s net worth compared to 15%
for an NBFC that is not an IFC), access to external commercial borrowing (up to 75% of owned funds under the
automatic route) and relaxation in their single party and group exposure norms. These benefits would enable a
highly rated IFC to raise more funds, of longer tenor and at lower cost, and in turn to lend more to infrastructure
companies. For more information, see section the titled “Regulations and Policies” on page 137.

PROVIDERS OF FINANCE TO THE POWER SECTOR IN INDIA

The primary providers of power sector financing in India are power sector specific Government companies,
financing institutions, public sector banks and other public sector institutions, international development
institutions and private banks.

Power Finance Corporation

Power Finance Corporation was incorporated in July 1986, with the main objective of financing power projects,
transmission and distribution works and the renovation and modernization of power plants. For details on our
Company, see the section titled “Our Business” on page 112. Besides our Company, the other public sector
companies and agencies engaged in financing the power sector are as follows.

Rural Electrification Corporation

The Rural Electrification Corporation Limited (“REC”) is a Government company, which is registered as an
NBFC and has been notified as an IFC. It was established in 1969, under the administrative control of the MoP.
Its main objective is to finance and promote rural electrification projects throughout India. It provides financial
assistance to SEBs, State Government departments and rural electric cooperatives for rural electrification projects.
REC also promotes and finances rural electricity cooperatives, administers funds and grants from the GoI and

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other sources for financing rural electrification, provides consultancy services and project implementation in
related fields, finances and executes small, mini and micro generation projects as well as larger generation,
transmission and distribution power projects, and develops other energy sources. REC’s equity shares are listed
on the Stock Exchanges.

Indian Renewable Energy Development Agency

The Indian Renewable Energy Development Agency (“IREDA”) is a wholly-owned Government company,
which is registered as an NBFC and has been notified as an IFC. It was established in 1987, under the
administrative control of the Ministry of Non-Conventional Energy Sources, GoI, with the objective of promoting,
developing and extending financial assistance for renewable energy and energy efficiency, and energy
conservation projects.

Private Financial Institutions

Financial institutions were established to provide medium-term and long-term financial assistance to various
industries for setting up new projects and for the expansion and modernization of existing facilities. These
institutions provide fund based and non-fund based assistance to industry in the form of loans, underwriting, direct
subscription to shares, debentures and guarantees, and therefore compete in the Indian power finance sector. The
primary long-term lending institutions include Infrastructure Development Finance Company Limited, PTC India
Financial Services Limited.

State Level Financial Institutions

State financial corporations operate at the State level and form an integral part of the institutional financing system.
State financial corporations were set up to finance and promote small and medium-sized enterprises. At the State
level, there are also State industrial development corporations, which provide finance primarily to medium-sized
and large-sized enterprises. Examples include Delhi Financial Corporation, Delhi State Industrial Development
Corporation Limited, Economic Development Corporation of Goa, Daman and Diu Limited, Goa Industrial
Development Corporation, Western Maharashtra Development Corporation Limited, Madhya Pradesh State
Industrial Development Corporation Limited and Orissa Industrial Infrastructure Development Corporation.
(Source: website for the Council of State Industrial Development and Investment Corporations of India)

Public Sector Banks and other Public Sector Institutions

Public sector banks are believed to make up the largest category of banks in the Indian banking system. The
primary public sector banks operating in the power sector include the IDBI Bank, State Bank of India, Punjab
National Bank and the Bank of Baroda. Other public sector entities also provide financing to the power sector.
These include organizations such as the Life Insurance Corporation of India, India Infrastructure Finance
Company Limited, IFC Limited, Industrial Investment Bank of India and Small Industries Development Bank of
India.

International Development Financial Institutions

International development financial institutions are supportive of power sector reform and of more general
economic reforms aimed at mobilizing investment and increasing energy efficiency. The primary international
development financial institutions involved in power sector lending in India include several international banking
institutions such as Japan Bank for International Cooperation, KfW, the World Bank, ADB and the International
Finance Corporation.

In the early 1990s, the World Bank decided to finance mainly projects in states that “demonstrate a commitment
to implement a comprehensive reform of their power sector, privatize distribution, and facilitate private
participation in generation and environment reforms”. Recent loans from the World Bank have gone to support
the restructuring of SEBs. In general, the loans are for rehabilitation and capacity increase of the transmission and
distribution systems, and for improvements in metering the power systems in Indian States that have agreed to
reform their power sector.

The overall strategy of the ADB for the power sector is to support restructuring, especially the promotion of
competition and private sector participation. Like the World Bank, the ADB also provides loans for restructuring
the power sector in the States and improving transmission and distribution.

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OUR BUSINESS

Unless otherwise specifically stated in this section, financial information included in this section for Fiscal 2011,
2012, 2013, 2014 and 2015 have been derived from our standalone financial statements for Fiscal 2011, 2012,
2013, 2014 and 2015. For further information, see the section titled “Certain Conventions, Use of Financial,
Industry and Market Data and Currency of Presentation” on page 13.

In this section, unless the context otherwise requires, a reference to the “Company” is a reference to Power Finance
Corporation Limited and unless the context otherwise requires, a reference to “we”, “us” and “our” refers to Power
Finance Corporation Limited and its Subsidiaries, joint ventures and associate companies.

Background

We are a leading financial institution in India focused on the power sector. We play a strategic role in the GoI’s
initiatives for the development of the power sector in India. We work closely with GoI state Governments and
power sector utilities, other power sector intermediaries and private sector clients for the development and
implementation of policies and structural and procedural reforms for the power sector in India. In addition, we are
involved in various GoI programs for the power sector, including acting as the nodal agency for the UMPP
program and the IPDS/R-APDRP and as a bid process coordinator through our wholly owned subsidiary PFC
Consulting Limited for the ITP scheme.

We provide a comprehensive range of financial products and related advisory and other services from project
conceptualization to the post-commissioning stage to our clients in the power sector, including for generation
(conventional and renewable), transmission and distribution projects as well as for related renovation and
modernization projects. We provide various fund based financial assistance, including long-term project finance,
short-term loans, buyer's line of credit, underwriting of debt and debt refinancing schemes as well as non-fund
based assistance including default payment guarantees, credit enhancement guarantees and letters of comfort. We
also provide various fee-based technical advisory and consultancy services for power sector projects through our
wholly owned subsidiary PFC Consulting Ltd.

We have also expanded our focus areas to include projects that represent forward and backward linkages to the
core power sector projects, including procurement of capital equipment for the power sector, fuel sources for
power generation projects and related infrastructure development. We also fund power trading initiatives.

Our primary sources of funds include equity capital, internal resources and domestic and foreign borrowing. We
currently enjoy the highest credit ratings of ‘CRISIL AAA/ Stable’, ‘[ICRA] AAA’ and ‘CARE AAA’ for our
long term borrowing programme and ‘CRISIL A1+’, ‘[ICRA] A1+’ and ‘CARE A1+’ for our short term
borrowing programme for Fiscal 2016 from CRISIL, ICRA and CARE respectively. International credit rating
agencies Moody's, Fitch and Standard & Poor's have granted us ratings – (i) Moody’s has granted us an Issuer
rating of “Baa3”, (ii) Fitch has granted us long-term issuer default ratings of “BBB-/ Stable” and (iii) Standard
& Poor's has granted long-term issuer credit rating “BBB-/ Stable”.

We are a listed Government company and a public financial institution under the Companies Act. We are
registered with the RBI as a non-deposit taking systemically important NBFC and were classified as an IFC in
July 2010. We believe that our NBFC and IFC classification enables us to effectively capitalize on available
financing opportunities in the power sector in India. We believe our classification as an IFC enhances our ability
to raise funds on a cost-competitive basis (including through issuance of Rupee-denominated infrastructure bonds
that offer certain tax benefits to the bondholders), and increase our lending exposures to individual entities,
corporations and groups, compared to other NBFCs that are not classified as IFCs. In addition, as a GoI-owned
NBFC, loans made by us to Central and state entities in the power sector are exempt from the RBI’s prudential
lending (exposure) norms that are applicable to other non-Government owned NBFCs until March 31, 2016.
However, we follow prudential lending norms and guidelines approved by our Company’s Board and the MoP
with respect to loans made to Central and state entities in the Indian power sector, while our loans made to the
private sector are generally consistent with lending (exposure) norms stipulated by the RBI

Our Company was conferred with the “Mini Ratna” (Category – I) status in the year 1998 and on June 22, 2007,
our Company was notified as a “Navratna” company by the GoI. Our Company has been conferred with various
awards including Dun & Bradstreet India’s Top PSU Award 2015 in the category of Financial Institution,
NBFC and Financial Services, Dun & Bradstreet Corporate Award 2015 in the category of FIs/NBFCs/
Financial Services Infrastructure Finance Company, News Ink Legend PSU Shining Awards 2014 in the

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category of Non-Banking Financing Organization, DSIJ 2015 Award in the category of Navratna PSU of the
year-Non Manufacturing, CBIP Award 2015 in the category of Best Power Financing Company etc. For further
details in relation to awards and recognition see the section titled as “History and Certain Corporate Matters”
on page 146.

We have an established track record of consistent financial performance and growth (the following financial
details are on a consolidated basis):

 Our total loan assets increased from ` 99,562.28 crores as of March 31, 2011 to ` 2,17,042.22 crores as
of March 31, 2015. As of March 31, 2015, our total loans sanctioned pending disbursement (net of any
loan sanctions cancelled) was ` 1,44,906.31 crores.

 Our total income increased from ` 10,004.94 crores as of March 31, 2011 to ` 24,906.80 crores as of
March 31, 2015, while our profit after tax increased from ` 2,619.58 crores as of March 31, 2011 to `
5,959.33 crores as of March 31, 2015.

 We had gross NPAs of ` 230.65 crores, ` 1,358.47 crores, ` 1,134.52 crores, ` 1,227.71 crores and
2,363.63 crores, as of March 31, 2011, 2012, 2013, 2014 and 2015 respectively, which represented
0.23%, 1.04%, 0.71%, 0.65% and 1.09% of our total loan assets, respectively, as of such dates.

 Our net worth as of March 31, 2015 was ` 32,219.21crores.

 Our capital adequacy ratio was 15.71%, 16.29%, 17.98%, 20.10% and 20.34% as of March 31, 2011,
2012, 2013, 2014 and 2015 respectively.

Key Operational and Financial parameters

Some of our key financial parameters based on standalone financials are as follows:
(In ` crores except percentages)
Parameters Fiscal 2015 Fiscal 2014 Fiscal 2013
Net worth 32,219.21 27, 374.61 23,576.15
iv. Non current maturities of long term 1,64,973.46 1,42,491.57 1,21,150.86
borrowing
v. Short term borrowing 4,064.41 1,314.49 8,709.97
vi. Current maturities of long term 18,735.28 15,409.00 9,612.08
borrowing
Net fixed assets 65.79 70.63 74.34
Non current assets (excluding Net Fixed 1,98,414.91 1,69,350.13 1,43,057.89
Assets)
Cash and cash equivalents 5,019.44 58.69 4,570.47
Current investments 504.04 3.83 3.83
Current assets (including Cash & cash 30,183.71 24,743.34 26,096.56
equivalents & current investment)
Current liabilities 29,985.07 23,203.04 23,579.86
Interest income 24,585.61 20,772.81 16,755.44
Interest expense 14,792.30 12,538.02 10,585.08
Provisioning and write – offs 842.91 469.89 80.85
Profit after tax 5,959.33 5,417.75 4,419.60
Gross NPA (%) 1.09% 0.65% 0.71%
Net NPA (%) 0.87% 0.52% 0.63%
Tier I capital adequacy ratio (%) 16.95% 16.42% 16.83%
Tier II capital adequacy ratio (%) 3.39% 3.68% 1.15%

Our Strengths

We believe that the following are our primary strengths:

Comprehensive financial assistance platform focused on the Indian power sector

With specific focus on the development of the Indian power sector, we provide to our clients a comprehensive
range of financial products (both fund based and non fund based) and related advisory and other services from

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project conceptualization to the post-commissioning stage including for generation (conventional and renewable),
transmission and distribution projects as well as for related renovation and modernization projects.

We provide various financial products including long-term project finance, short-term loans, buyer's line of credit,
underwriting of debt and debt refinancing schemes as well assistance by way of default payment guarantees, credit
enhancement guarantees and letters of comfort. We also provide various fee-based technical advisory and
consultancy services for power sector projects through our wholly owned subsidiary PFC Consulting Ltd.

Strategic role in GoI initiatives and established relationships with power sector participants

We have played a strategic role in the GoI’s initiatives for the promotion and development of the power sector in
India for more than two decades. We have been involved in the development and implementation of various
policies and structural and procedural reforms for the power sector in India. We have been involved in various
GoI programmes for the power sector, including acting as the nodal agency for the UMPP and the IPDS / R-
APDRP and as a bid process coordinator for the ITP scheme.

As a result, we have developed strong working relationships with the Central and the State Governments, various
regulatory authorities, significant power sector organizations, Central and State power utilities, private sector
project developers, as well as other intermediaries in the power sector. We believe that our wide experience in
implementing Government policies and programs provide us with industry expertise that enables us to leverage
our project risk assessment capabilities to effectively evaluate projects, structure appropriate financing solutions,
develop effective loan disbursement and project monitoring methodologies, as well as provide related advisory
services. We believe we provide value to our clients in various ways, by supporting their operations as well as
providing assistance with long-term reform and restructuring programs. We believe that this unique positioning
enables us to leverage our power sector expertise, our existing large client base and continuing relationships with
Government agencies and instrumentalities to be a preferred financing provider for the power sector in India.

Operational flexibility to capitalize on both fund raising and lending opportunities

We are registered with the RBI as an NBFC and have also been classified as an IFC which enables us to be
operationally more flexible and effectively capitalize on available financing opportunities.

As an NBFC, we are governed by regulations and policies that are generally less stringent than those applicable
to commercial banks, including with respect to liquidity requirements and the requirement to hold a significant
portion of funds in relatively low yield assets, such as Government and other approved securities and cash
reserves.

Government owned NBFCs have been exempted from the application of RBI’s prudential norms. Thus, being a
Government owned NBFC, RBI’s prudential norms are not presently applicable on us. However, RBI has been
issuing directions to us from to time to time on various aspects of prudential norms. In the year 2013, RBI directed
us to take steps to comply with RBI’s prudential norms by March 31, 2016. Accordingly, with effect from April
1, 2016, we would have to follow RBI’s prudential norms except “restructuring”, “credit concentration” and “asset
classification” norms.

Further, for the provisions of prudential norms pertaining to Restructuring, Credit Concentration and Asset
classification, RBI has issued separate directions, which are enumerated below:

1) Restructuring Norms - In line with RBI’s directions dated June 11, 2014 read along with our implementation
strategy informed to RBI vide our letter dated July 3, 2014, the applicability of Restructuring norms is as
follows:

i. The following will be covered by our restructuring norms approved by MoP:


a. Till March 31, 2017 - Transmission & Distribution, Renovation & Modernization and Life
Extension projects and also the hydro projects in Himalayan region or affected by natural
disasters.
b. Loans already sanctioned upto March 31, 2015.

ii. The following will be covered by RBI restructuring norms:


c. All new project loans sanctioned with effect from April 1, 2015 to generating companies shall
be regulated by RBI restructuring norms.

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d. With effect from April 1, 2015 - Loans which are not in the nature of project loan having a
DCCO.

iii. For all loans of generating companies, the provisioning requirement for restructured Standard loans will
be as per the RBI norms.

2) Credit Concentration Norms - RBI has granted exemption to us till March 31, 2016 from credit
concentration norms in respect of exposure to Central/State Government entities.

3) Asset Classification Norms - In November, 2014, RBI issued guidelines on “Revised regulatory framework
for NBFCs”, under which NBFCs have been required, inter alia, to bring down the Non-Performing Assets
(“NPA”) norms from 180 days to 90 days over a period of three years starting from FY 2015-16 to 2017-18.

Our Company was in correspondence with RBI regarding the period from which these guidelines would be
applicable to us.

Now, RBI has advised our Company vide letter dated June 30, 2015 that all loans including the outstanding
stock of loans under consortium shall be governed by the asset classification norms as prescribed in circular
dated November 10, 2014 and that the asset classification norms for new loans under consortium would be
communicated by RBI separately. RBI’s further communication on this is awaited.

As an IFC, we are able to increase our lending exposures to individual entities, corporations and groups, compared
to other NBFCs that are not IFCs. We believe that these are significant competitive advantages in providing project
financing for large, long-gestation power sector projects. For example, an IFC is entitled to lend up to 25% of its
owned funds to a single borrower in the infrastructure sector, compared to 20% of owned funds by other NBFCs
categorized as a loan company. As an IFC, we are also eligible to raise, under the automatic route (without the
prior approval of the RBI), ECBs up to US$ 750 million each Fiscal, subject to the aggregate outstanding ECBs
not exceeding 75% of our owned funds, for on-lending to the infrastructure sector as defined under the ECB
policy. For further information relating to the IFC category of NBFCs and differences with non-IFC classified
NBFCs, see the section titled “Regulations and Policies” on page 137.

The framework for revitalising distressed assets, formation of Joint Lenders Forum (“JLF”) and early recognition
of financial distress was also made applicable to NBFCs in March, 2014 to enable them to take prompt steps for
resolution and fair recovery. The RBI vide its notification dated July 23, 2015 has also applied the circulars
applicable to banks with respect to strategic debt restructuring scheme (through which the lenders will become
member of JLF and will have the option of converting their debt to equity) to all NBFCs. This framework is
available to us as well.

Favourable credit rating and access to various cost-competitive sources of funds

We fund our operations with equity capital, internal resources and domestic and foreign borrowing. Our
relationship with the GoI currently provides us access to lower cost funding and enables us to source foreign
currency loans from various bilateral and multilateral agencies. We currently enjoy the highest credit ratings
of, ‘CRISIL AAA/ Stable’, ‘[ICRA] AAA’and ‘CARE AAA’ for our long term borrowing programme and
‘CRISIL A1+’, ‘[ICRA] A1+’ and ‘CARE A1+’ for our short term borrowing programme for Fiscal 2016 from
CRISIL, ICRA and CARE respectively.

International credit rating agencies Moody's, Fitch and Standard & Poor's have granted us ratings – (i) Moody’s
has granted us an Issuer rating of “Baa3”, (ii) Fitch has granted us long-term issuer default ratings of “BBB-/
Stable” and (iii) Standard & Poor's has granted long-term issuer credit rating “BBB-/ Stable”. Since, our sources
enable us to raise funds at a competitive cost, we believe we are able to price our financial products competitively.

We believe that our financial strength and our favourable credit ratings facilitate our access to various cost-
competitive funding options. Our borrowing reflect various sources, maturities and currencies and include bonds,
term loans and commercial paper. In addition to the above mentioned sources, we also depend on Rupee-
denominated bonds and commercial borrowing raised in India. As an IFC, we are able to further diversify our
borrowing through the issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits and tax
exemption on interest to the bonds holders.

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We have also accessed various international funding sources including the World Bank, the Asian Development
Bank and KfW Development Bank. Our cost of funds in Fiscal 2011, 2012, 2013, 2014 and 2015 was 8.53 %,
9%, 9.08%, 8.85% and 8.99 %, respectively, which we believe is competitive.

Comprehensive credit appraisal and risk management policies and procedures

We have developed extensive knowledge and experience in the Indian power sector, and believe we have
comprehensive credit appraisal policies and procedures, which enable us to effectively appraise and extend
financial assistance to various power sector projects. We follow a systematic institutional and project appraisal
process to assess and mitigate project and credit risk. We believe our internal processes and credit review
mechanisms reduce the number of defaults on our loans and contribute to our profitability.

The comprehensive credit appraisal and project monitoring process also result in strong collection and recovery.
As of March 31, 2015, 94.60 % of our outstanding loans to Central and State sector borrowers provide for an
escrow mechanism, which ensures that in case of default in payment of dues to us by such borrowers, the escrow
agent is required to make available the default amount to us on demand.

We believe that our comprehensive credit appraisal and project monitoring process have resulted in strong
collection and recovery. We had gross NPAs of ` 230.65 crores,` 1,358.47 crores, ` 1,134.52 crores, ` 1,227.71
crores and ` 2,363.63 crores as of March 31, 2011, 2012, 2013, 2014 and 2015, respectively, which represented
0.23%, 1.04%, 0.71%, 0.65% and 1.09% of our total loan assets, respectively, as of such dates.

Track record of consistent financial performance and growth

We believe that we have an established track record of consistent financial performance and growth, which enable
us to capitalize on attractive financing opportunities in the power sector in India. Our total loan assets increased
from ` 99,562.28 crores as of March 31, 2011 to ` 2,17,042.22 crores as of March 31, 2015. As of March 31,
2015, our total loans sanctioned pending disbursement (net of any loan sanctions cancelled) was ` 1,44,906.31
crores. In addition, our loan asset portfolio has increasingly become diversified by sector and customer base.

Experienced and committed management and employee base with in-depth sector expertise

We have an experienced, qualified and committed management and employee base. Many of our employees,
particularly senior management, have worked for strengthening our Company for significantly long periods. We
believe we have an efficient and lean organizational structure relative to the size of our operations and profitability.
Our personnel policies are aimed towards recruiting talented employees and facilitating their integration into our
Company and encouraging the development of their skills.

Our management has significant experience and expertise in the power sector and the financial services industry,
which has enabled us to develop a comprehensive and effective project appraisal process, implement a risk
management framework, identify specific requirements of power sector projects and offer comprehensive
financing solutions and advisory assistance to such projects. The experience of our management has enabled us
to successfully identify attractive financing opportunities. We believe that our experienced management team has
been the key to our success and will enable us to capitalize on future growth opportunities.

Business Strategies

Continue to leverage our industry expertise and relationships to capitalize on the expected growth in the
Indian power sector

We intend to continue to leverage our industry experience and relationships to provide comprehensive financing
solutions for power sector projects in India. The Indian power sector has historically been characterised by power
shortages and relatively low per capita consumption. The projected capacity addition at the end of the 12th five
years plan is 88,537 MW. (Source: 12th five year plan, Government of India) Therefore, there are various
investment opportunities in power projects, power equipment manufacturing, wind and solar power, coal mining,
natural gas, liquefied natural gas, gas pipelines, carbon trading and CDM projects. We intend to employ our
industry expertise and ability to develop, supervise and implement structured financial assistance packages based
on specific operational and financial performance standards to assist otherwise financially weak SPUs and public
sector projects and improve their financial position. We aim to continue contributing to the development and

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implementation of GoI policies relating to the power sector in India and play an integral role in the supervision of
the implementation of reforms by SPUs and GoI agencies.

Strategically expand our business and service offerings

Consultancy and other fee-based services

We intend to continue to increase our focus on our fee-based technical and consultancy services to SPUs, power
distribution licensees, IPPs, public sector undertakings and SERCs. We also intend to continue providing fee-
based services for various GoI programs for the power sector in India, including acting as a nodal agency for
UMPP and IPDS / R-APDRP projects and as a bid process coordinator through our wholly owned subsidiary PFC
Consulting Limited for the ITP scheme.

Debt syndication

Our Company has incorporated a wholly owned subsidiary PFC Capital Advisory Services Limited which is
presently active in debt syndication services and is carrying out down selling of project loans underwritten by us.
PFCCAS handles syndication proposals across various domains in power sector i.e. Thermal, Hydro and Wind.
Further, SEBI has granted PFCCAS in December 2014, a certificate of registration to act as a Debenture Trustee,
thereby enhancing its portfolio of services. PFCCAS Ltd. has initiated steps to diversify its portfolio of services
and is looking at business opportunities in equity funding advisory services in power sector. SEBI has also granted
PFCCAS Ltd. in August, 2015, a Certificate of Registration as Investment Advisor.

Further, the Board of Directors of our Company at its meeting held on May 28, 2015 has approved merger of PFC
Capital Advisory Services Limited with PFC Consulting Limited subject to regulatory and other compliances.

Equity investments

We are in the process of evaluating equity investment opportunities. We aim to leverage our financial strength,
large debt providing capability and power sector expertise to invest in the equity of various power projects.
Furthermore, we are evaluating the possibility of entering into equity syndication so as to expedite early financial
closure of projects leading to faster capacity addition. This would help us to enhance our fee-based income. Over
a period of time, we plan to build an equity portfolio of power assets which could provide consistent gains in the
form of dividend and/or capital appreciation.

Broaden our loan asset base and borrower profile

Private sector projects

Our total loan assets related to private sector projects as of March 31, 2011, 2012, 2013, 2014 and 2015 were
6.8%, 11.2%, 12.38%, 15.15% and 16.60% respectively. We intend to continue to provide financial assistance to
private sector generation, transmission and distribution projects to further diversify our borrower profile.

Hydro projects and renewable energy

We intend to continue to focus on providing financial assistance to hydro projects to facilitate an optimal mix of
thermal and hydro projects in our loan asset portfolio. We have amended our Operational Policy Statement in
order to provide loan repayment periods for up to 80% of the economic life of the project, thus effectively
increasing the loan tenor for such projects.

We believe that the renewable energy space in India provides significant untapped potential. According to the
MNRE, as of March 31, 2015, India has a cumulative deployment of various renewable energy systems/ devices
of 35,777 MW for grid connected power and 1,175 MW for off-grid power. The GoI has also launched on January
11, 2010, the Jawaharlal Nehru National Solar Mission (“JNNSM”). Overall objectives for the year 2022, of this
three phased mission, include deployment of 20,000 MW of grid connected solar power, 2,000 MW of off-grid
solar applications, including 20 million solar lighting systems for rural areas, 20 million square meters solar
thermal collector area, to create favourable conditions for developing solar manufacturing capability in the country
and to support research and development as well as capacity building activities to achieve grid parity. The GoI
has set a target of 1,75,000 MW of renewable energy projects to be achieved by year 2022 of which 1,00,000 MW
is from solar followed by 60,000 MW from wind energy, 10,000 MW of biomass energy and 5,000 MW of small

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hydro projects We have strategically increased our focus on renewable energy projects, including solar, wind,
biomass and small hydro projects, to capitalize on the GoI’s various renewable energy initiatives. These initiatives
include requiring State distribution utilities’ to meet certain minimum specified percentage of total power
requirements from renewable energy sources and special tariffs for renewable energy projects.

We have formed a group called “Renewable Energy and Clean Development Mechanism and set up a wholly
owned subsidiary called PFC Green Energy Limited (“PFCGEL”) to focus on financing opportunities in
renewable energy projects and promote renewable energy initiatives.

We intend to continue to provide financing for public and private sector renewable energy generation projects.
Until March 31, 2015, our total loan assets outstanding with regard to renewable energy projects aggregated `
2,366 crores. As of March 31, 2015, 1.09% of our total loan assets and 1.08% of our total loans sanctioned pending
disbursement are related to renewable energy projects.

GoI (MNRE) organised First Renewable Energy Global Investment Promotion Meet & Expo, New Delhi, India
(RE-INVEST) during 15th – 17th February, 2015.

Forward and backward linkages to core power sector projects

As of March 31, 2015, 73.03%, 6.24%, 3.25%, and 17.48%, of our loan assets are related to power generation
projects, transmission projects and distribution projects and others (including various aspects such as transitional
finance, computerisation, funding of regulatory assets, equipment manufacturer loan, loan against receivables,
short term loans and buyer lines of credit) respectively. We intend to continue to expand our focus areas to include
projects that represent forward and backward linkages to the core power sector projects, including capital
equipment for the power sector, fuel sources for power generation projects and related infrastructure development,
as well as power trading initiatives.

Capital equipment manufacturers

The significant capacity addition in the Indian power sector requires augmentation of capital equipment
manufacturing capacities for all segments of the power sector: generation, transmission and distribution. We
intend to continue providing financial assistance for manufacturers of equipment used in the power sector,
including transmission and distribution equipment and solar and wind energy generation equipment.

Fuel sources and related infrastructure development

The GoI has introduced various reforms for the development of fuel sources for thermal power generation projects,
including allocation of coal blocks to public and private sector entities as well as the development of related
infrastructure facilities for the transportation of coal and other fuel sources such as natural gas. We intend to
provide financing assistance to fuel supply projects and related infrastructure development projects.

Power trading

We intend to continue to strategically focus on power trading initiatives in India. In this connection we have made
a strategic investment in PXIL, which is promoted by the NSE and the NCDEX, and operates a national power
exchange in India. We had also entered into a joint venture agreement with NTPC, NHPC and TCS to establish
NPEL. However, now NPEL is under voluntary winding up. We intend to continue funding non-speculative
purchases of power through such exchanges by some of our borrowers, particularly public sector power
distribution companies. For details of our Joint Ventures, please refer to section titled “History and Certain
Corporate Matters” on page 146.

Developing strategic partnerships and evaluating new business opportunities

We intend to continue to develop partnerships and alliances and evaluate new business opportunities related to
the power sector in India. We are equity shareholders in PTC, which is involved in power trading and related
activities. We have also invested in NPEL and PXIL to encourage power trading initiatives in India. While PXIL
has been operating a national level power trading platform since October 2008, NPEL could not commence
operation and is under voluntary winding up. We have also invested in the Small is Beautiful fund, which is a
SEBI-registered venture capital fund that invests in power generation projects, operated by KSK Investment
Advisor Private Limited, a private sector power project developer. We have also promoted PECAP with various

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industry experts to provide advisory services related to equity investments in the power sector in India. However,
as of the date of this Draft Shelf Prospectus, PECAP has not yet transacted any business due to lack of business
proposals. We have sought an approval from the MoP for the dissolution of PECAP and the removal of our name
from the records of Registrar of Companies. The approval is awaited.We have also jointly promoted EESL with
other Government companies focused on the Indian power sector to develop energy efficiency products and
services and provide consultancy services related to CDM, carbon markets and energy efficiency initiatives.

We have incorporated a wholly owned subsidiary called PFCCAS on July 18, 2011 which is exclusively focused
on debt syndication services for the power sector including the identification of lenders, the preparation of
information memorandum and term sheets. PFCCAS, also assists in the preparation of documentation for power
generation projects, such as thermal, hydro, wind and solar.

We have incorporated a wholly owned subsidiary named PFCGEL and is registered with RBI as NBFC. It
commenced its business operations from March, 2013.

For details of our Joint Ventures or Subsidiaries, please refer to section titled “History and Certain Corporate
Matters” on page 146.

Investment considerations

Our ability to successfully implement our business plan and growth strategies continue to be subject to various
factors, including the following: concentration on the power sector which has a limited number of borrowers,
which are mainly SPUs and SEBs, many of which have been historically loss making; volatility in interest rates;
inability to obtain sufficient security or collateral on our loans; our ability to maintain low effective cost of funds;
our ability to implement effective risk management policies and procedures; changes in applicable regulations
and policies that adversely affect our business and industry; various risks associated with the projects we finance
and our ability to compete effectively. For further discussion on weaknesses and threats, and of factors that could
adversely affect our future financial condition and results of operations, see the section titled “Risk Factors” on
page 16.

Our products

We provide a comprehensive range of fund based and non-fund based financial products and services from project
conceptualization to the post-commissioning stage to our clients in the power sector. Our fund based financial
assistance includes primarily project finance (both Rupee and foreign currency denominated term loans), short-
term loans, equipment lease financing, buyer’s lines of credit, debt refinancing schemes, bridge loans, transitional
loans and line of credit for import of coal and other fuel. The non-fund based assistance includes default payment
guarantees and letters of comfort.

Fund based

Our loan assets are presented as adjusted for any provisions for contingencies made in the respective Fiscals.

The following table sets forth certain information relating to our total loan assets as of the dates indicated:

As of March 31,
2011 2012 2013 2014 2015
Particulars ` crores % ` crores % OF ` crores % ` crores % of ` crores % of
of TOTAL of total total
total total
Rupee
Loan
a) Term 95,892.94 96.31 1,22,266.91 94.0 1,56,153.22 97.38 1,82,983.15 2,10,594.71 97.03
Loans 96.94
b) Short- 2,105.77 2.12 6,177.87 4.75 2,416.11 1.51 2,396.06 2,887.22 1.33
term
Loans 1.27
Foreign 396.61 0.40 357.26 0.27 338.34 0.21 301.63 242.32 0.11
currency
loans 0.16
Others* 1,166.96 1.17 1,263.56 0.98 1,453.21 0.90 3,072.08 1.63 3,317.97 1.53

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As of March 31,
2011 2012 2013 2014 2015
Particulars ` crores % ` crores % OF ` crores % ` crores % of ` crores % of
of TOTAL of total total
total total
Total 99,562.28 100.00 1,30,065.60 100.00 1,60,360.80 100.00 1,88,752.92 100.00 2,17,042.22 100.00
* Others include lease financing, buyer's line of credit, loans to equipment manufacturers and bonds from power producers

The following table sets forth certain information relating to our total disbursements in the periods indicated:

Fiscal
2011 2012 2013 2014 2015
Particulars
` % of ` % of ` crores % of ` crores % of ` crores % of
crores total crores total total total total
Term Loans* 26,753.93 83.96 32,690 82.10 28,732.29 63.64 34,937.24 74.08 27,939.53 62.52
Short-term 4,206 13.20 6,950 17.45 3,119.70 6.91 2,678 5.68 3,792.46 8.49
Loans
Others** 904.60 2.84 178.43 0.45 13,299.22 29.45 9,547 20.24 12,958.86 29.00
Total 31,864.53 100.00 39,818.43 100.00 45,151.21 100.00 47,162.24 100.00 44,690.85 100.00
* Including Term loans and grants
**Including Power Purchase through PXIL, transitional loans and transitional finance, Counterpart funding of R-APDRP, loan to equipment
manufacturers, Buyers' Line of Credit, Lease financing, Debt refinancing, Corporate Loans, Decentralised Management, Rupee loan assets
– bonds, Flexi Line of Credit

The following table sets forth certain information relating to total disbursements made under R-APDRP scheme
in the periods indicated:
(` in crores)
Particulars Fiscal
2011 2012 2013 2014 2015
R-APDRP* 2,256.79 1,600.00 1,217.45 640.00 578.47
* The above consists of Part A, Part B including counter part funding of R-APDRP by our Company. Our Company is the Nodal Agency for
operationalisation and associated service for implementation of the R-APDRP under which projects are being taken up in two parts, “Part
–A”and “Part – B”. Details of “Part – A”and “Part-B”of R-APDRP are set out below in this section.

Rupee term loans

Project finance rupee term loans accounted for 96.31%, 94%, 97.38%, 96.94% and 97.03% of our total loan assets
as of March 31, 2011, 2012, 2013, 2014 and 2015 respectively. We generally disburse funds either directly to a
supplier of project equipment or services or by way of reimbursement to the borrower against satisfactory proof
of eligible expenditure on the relevant project, or through the trust and retention account.

We generally implement security and quasi-security arrangements in relation to our Rupee terms loans. Our Rupee
term loan financings are generally secured in the case of public sector clients, including State utilities, either
through a charge on the project assets or by a State Government guarantee, or both. In addition to such security
or guarantee, most of our loans to State sector borrowers provide for an escrow mechanism. For private sector
clients, our term loan financings are secured, among other things, through a first priority pari passu charge on the
relevant project assets, collaterals such as pledges of shares held by promoters and/or personal/corporate
guarantees and trust and retention arrangements. For further information, see the section titled “Our Business -
Security Risks” on page 133.

Interest rates on rupee term loans are notified to the borrower from time to time. Specific interest rates may be
offered to certain borrowers based on the merit of the borrower and the relevant project. Typically, there is an
option to select floating interest rates with reset after every three years or five years or ten years. We believe that
our comprehensive credit appraisal and project monitoring process, and our ability to manage the security and
repayment profiles of our loan assets have resulted in strong collection and recovery.

Short-term loans

We provide short-term loan finance to borrowers to meet their immediate fund requirements. Short-term loans
accounted for 2.12%, 4.75%, 1.51%, 1.27% and 1.33% of our total loan assets as of March 31, 2011, 2012, 2013,
2014 and 2015, respectively. These loans are Rupee-denominated and primarily relate to purchase of fuel for
power plants; purchase of consumables and essential spares; emergency procurement/works for generation plants

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and transmission and distribution networks in the nature of repair and maintenance works; and purchase of power.
We also extend short-term loans against identified undisputed outstanding power sale / transmission bill(s) of
Generation companies / Transmission companies.

We also provide short term loans of up to one year and medium term loans of more than one year and up to five
years to equipment and material manufacturers who have been awarded orders for executing contracts in power
projects in India by power utilities. The financial assistance must be utilised to meet the cost of equipment and
other expenses covered under the contract.

Foreign currency loans

We sanction foreign currency loans based on the capital expenditure requirements of the relevant project, subject
to availability of foreign currency for lending. We provide foreign currency loans to power sector projects for end
use that are permitted under applicable RBI regulations relating to ECBs. Foreign currency loans represented
0.40%, 0.30%, 0.21%, 0.20% and 0.11% of our total loan assets as of March 31, 2011, 2012, 2013, 2014 and 2015
respectively.

The interest rates offered for our foreign currency loans are generally fixed based on three months U.S. Dollar
LIBOR and six months U.S. Dollar LIBOR. The fixed rate margin over the relevant LIBOR is generally reset at
the end of every five years.

Our foreign currency loans are generally secured by, among other security, a first priority pari passu charge on
the relevant project assets, collaterals such as pledges of shares held by promoters, and/or personal/corporate
guarantees.

Other fund based financial assistance

Our product portfolio includes providing a comprehensive range of other fund based financial assistance,
including equipment lease financing, buyers‘ line of credit, loans to equipment manufacturers. These other fund
based financial assistance represented, in the aggregate, 1.17%, 0.97%, 0.91%, 1.63% and 1.53% of our total
loan assets as of March 31, 2011, 2012, 2013, 2014 and 2015 respectively.

Equipment lease financing. We provide lease financing to fund the purchase of major capital equipment and
machinery essential for power sector projects and associated infrastructure projects. Equipment lease financing is
extended to various core power sector projects (including to power utilities), renewable energy projects, as well
as associated infrastructure development projects. Equipment lease financing may be provided upto the entire
cost of the relevant equipment.

Buyers’ line of credit. We provide non-revolving Rupee line of credit to actual users in power sector for
purchases of machinery, equipment and other capital goods (including accessories and spare parts) on a deferred
payment basis.

Bill discounting scheme. We operate a bill discounting scheme which enables equipment manufacturers to sell
their equipment, machinery, turnkey projects and capital goods (including accessories and spares supplied along
with the machinery to the extent deemed reasonable) on deferred payment terms to power sector projects.

Loans to equipment manufacturers. We provide short-term loans (upto one year) and medium-term loans
(between one and five years) to manufacturers of equipment of materials that have entered into contracts in respect
of power sector projects in India.

Debt refinancing scheme. Under this scheme, we assist borrowers for refinancing existing debt/guarantee
obtained from other lenders. This financing facility is available only for commissioned projects.

Direct Discounting of Bill scheme for sellers. We operate a bill discounting scheme, under which the credit is
available to actual users in power sector for purchase of machinery, equipment and other capital goods (including
accessories and spares supplied along with the machinery) on deferred payment basis.

Direct discounting of Bills- For Buyer. The credit under the Bill Discounting scheme is available to a buyer
(actual user) in power sector for purchases of machinery, equipment and other capital goods (including accessories

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and spares supplied along with machinery) on deferred payment basis for expansion, modernization and
replacement in power projects.

Corporate loans. We provide financing to existing players in the public and private sector, which enables
experienced utilities to leverage the successful operation of commissioned projects to mobilize funds for equity
infusion in new/expansion power projects.

Purchase of power through power exchange. We provide financial assistance for margin/settlement of dues of
power exchange to utilities/companies registered with the power exchange as member.

Investment in equity of power projects. We have formulated policy guidelines for investment in equity
instruments in companies operating power projects. Under these guidelines, we may invest in equity shares,
preference shares, subordinated convertible debt instruments, bonds with warrants/equity conversion option and
convertible debentures in Central and state public sector utilities (or special-purpose-vehicles set up by them
where their investment is not less than 51%), companies in terms of Section 619B of the Companies Act, 1956
and private companies, in accordance with the thresholds provided by our internal prudential exposure norms for
equity investments. Any investment decision in such equity instruments would be governed by various criteria,
including, the techno-economic viability of the project, the bankability of the project structure and contractual
arrangements and the experience, financial strength and rating of the promoters of the investee companies.

Bridge Loan. We consider bridge loan proposal from those Central/State sector utilities who have sought financial
assistance in the form of term loans from PFC and have received sanction letter and the borrower is unable to
make drawal of such term loan for the time being due to non compliance of certain formalities/clearances.

Energy Saving Projects. We extend finance to energy efficiency projects executed by Energy Service Companies
(ESCOs) or by the entities taking energy efficiency measures themselves.

Financing of fuel supply projects and equipment manufacturing: We provide financial assistance for setting up
/ expansion of equipment manufacturing for power sector and development of fuel supply sources like coal/oil/gas
and its distribution (rail network /gas pipeline etc.) for power sector.

Grants/ Interest free Loans for studies/consultancies: We provide assistance in the form of grant, interest free
loans, and concessional loans under the scheme, for all types of power sector related studies (including studies
related to reform/restructuring) and consultancy needs. In case of SERCs, the grant may be sanctioned for studies
aimed at strengthening their institutional framework, procurement of computer and related accessories including
software and also for conducting conference, workshops and seminars. However, we also believe that priority
shall be given to studies related to reform / restructuring and consultancy assignments aimed at formulation of
schemes/projects creating opportunities of investment in state power sector.

Lease financing for Wind power Projects: We finance major capital equipment / machinery essential for power
and associated infrastructure projects.

Line of credit for import of Coal: We provide non-revolving rupee short term finance to all the eligible utilities
who are in the business of generation of power to meet their immediate requirement for import of coal.

Financing Grid connected Solar PV and Solar Thermal Private Sector Power Generation projects: We provide
financial assistance in case of Grid Connected Solar PV and Solar Thermal Private Sector Power Generation
Projects subject to certain minimum eligibility conditions.

Underwriting of Debt: We underwrite the total debt requirement of project to facilitate the early financial closure,
implementation and commissioning of the project.

Transitional loans. We provide transitional financing to State sector distribution companies in specified states to
meet any temporary liquidity shortfall they may experience due to various reasons such as non-adjustment of fuel
surcharge, inadequate GoI support, cash/revenue gap, insufficient capacity addition and purchase of expensive
power so as to provide the distribution companies with an opportunity to resolve their liquidity position over a
specified period. We also provide financial support to newly formed power generating companies, transmission
companies and distribution companies incorporated out of bifurcation or reorganisation of a state in order to meet
any liquidity shortfall experienced by such entities during their initial years due to various reasons such as

122
inadequate cash flow, immediate payment requirements for purchase of fuel or power, meeting other revenue
expenditure for the running of the plant, transmission network or distribution network.

Funding of Regulatory Assets. We provide loans to distribution companies for the purposes of funding regulatory
assets. In order to be sanctioned a loan under this facility, the borrower needs to provide state Government
guarantee and must have a business plan in place. Furthermore, SERC must specify certain conditions such as
time bound recovery plan, recovery of carrying cost of the regulatory assets, among others.

Non – fund based

We also provide non-fund based assistance including default payment guarantees, letters of comfort and guarantee
for credit enhancement.

Deferred Payment Guarantees

We provide default payment guarantees on behalf of project companies to guarantee their payment obligations.
Such guarantees enable power sector projects to secure financing from other sources, including borrowing from
commercial banks, foreign lenders and debt capital markets. As of March 31, 2015 we have issued default
payment guarantees of U.S. $ 0.74 million denominated in foreign currency and of ` 262.84 crores denominated
in Indian currency

Letters of comfort

We provide comfort letters against our sanctioned term loans to enable borrowers to establish a letter of credit
with their bankers. The letter of comfort is issued only in cases where it is a pre-requisite for engineering,
procurement and construction (“EPC”) contracts or equipment supply contracts of projects financed by us. The
letter of comfort is issued after all other pre-disbursement conditions have been complied with. As of March 31,
2015, we had outstanding letters of comfort aggregating ` 787.32 crores.

Projects we fund

Our project financing activities have been focused primarily on thermal and hydro generation projects, including
financing of renovation and modernization of existing thermal and hydroelectric plants. Transmission and
distribution projects financed by us include system improvement and projects involving provision of shunt
capacitors and meters. We also focus on the promotion and development of other energy sources, including
alternate and renewable fuels. As of March 31, 2015, 73%,6%, 4% and 17% of our loan assets related to power
generation projects, transmission projects, distribution projects and others (including transitional finance,
computerisation, funding of regulatory assets, equipment manufacturer loan, loan against receivables, short term
loans, buyer lines of credit, etc.), respectively.

We have strategically expanded our focus areas to include projects that represent forward and backward linkages
to the core power sector projects, including procurement of capital equipment for the power sector, fuel sources
for power generation projects and related infrastructure development, as well as power trading initiatives.

The following table sets forth certain information relating to our loan assets as of the dates indicated, presented
according to the type of project:

As of March 31,
2011 2012 2013 2014 2015
Particulars
` % of ` crores % of ` crores % of ` crores % of ` crores % of
crores total total total total total
Generation
 Thermal 58,579.04 58.84 78,102.78 60.05 96,681.064 60.29 1,11,813.41 59.24 1,27,557.79 58.77
 Hydro 15,172.63 15.24 14,930.94 11.48 15,046.624 9.38 17,382.83 9.21 15,495.91 7.14
 Wind 325.97 0.33 303.81 0.23 285.07 0.18 367.11 0.19 711.74 0.33
 Solar 32.87 0.03 57.53 0.04 338.31 0.21 569.52 0.30 713.55 0.33
 Bagasse - - - - 674.54 0.42 710.61 0.38 629.51 0.29
 Biomass - - - - 23.02 0.01 24.55 0.01 22.10 0.01
Corporate 6,500 6.53 10,000 7.69 10,186.98 6.35 9,969.71 5.28 9,211.65 4.24
term

123
As of March 31,
2011 2012 2013 2014 2015
Particulars
` % of ` crores % of ` crores % of ` crores % of ` crores % of
crores total total total total total
Loan
Renovation and modernization (generation)
 Thermal 2,869.89 2.88 401.55 0.31 3052.9 1.90 3,207.97 1.70 3,779.01 1.74
Generati
on
 Hydro 413.39 0.42 2,884.24 2.22 362.64 0.23 399.48 0.21 386.78 0.18
Generati
on
Transmissio 7,570.46 7.60 9,902.97 7.61 11,072.72 6.90 11,808.30 6.26 13,526.83 6.23
n
R&M 25.47 0.03 18.56 0.01 16.13 0.01 13.71 0.01 11.28 0.01
transmission
Distribution 4,701.22 4.72 5,666.59 4.36 6,129.09 3.82 6,985.41 3.70 7,051.14 3.25
(Including
shunt
capacitor
and
metering)
Short-term 2,105.77 2.12 6,177.15 4.75 2416.1 1.51 2,396.06 1.27 2,887.22 1.33
loans
Equipment 829.58 0.83 954.85 0.73 913.60988 0.57 1,089.19 0.58 1,165.07 0.54
manufacturi
ng loan
Transitional - - - - - - 20,158.50 10.68 31,414.13 14.47
Finance
Others** 435.98 0.44 664.63 0.51 13,162.08 8.21 1,856.55 0.98 2,478.51 1.14
Total 99,562.28 100.00 1,30,065.60 100.00 1,60,360.88 100.00 1,88,752.92 100.00 2,17,042.22 100.00
* Negligible
** Others include buyer’s line of credit, computerization, loan against receivables, funding of regulatory assets,counterpart funding & others.

The following table sets forth certain information relating to loans disbursed in the periods indicated, presented
according to the type of the project:

Particulars As of March 31,

2011 2012 2013 2014 2015

` crores % of ` crores % of ` crores % of ` crores % of ` crores % of


total total total total total
Generation
 Thermal 16,544.30 51.92 22,316.17 56.04 22,743.59 50.37 26,319.95 55.81 20,954.01 46.89

 Hydro 1,733.23 5.44 1,276.69 3.21 1,765.53 3.91 3,981.26 8.44 1,561.38 3.49

 Solar 26.38 0.08 27.46 0.07 290.62 0.64 262.98 0.56 216.26 0.48
-Wind 77.60 0.24 11.45 0.03 - - 95.05 0.20 374.98 0.84

 Bagasse 361.57 1.13 240.09 0.60 102.96 0.23 60.71 0.13 15.40 0.03
Transitional - - - - 12,818 28.39 7,340.50 15.56 11,338.95 25.37
Finance
Corporate term 3,000 9.41 3,500 8.79 186.98 0.41 407.73 0.86 75.27 0.17
loan

Renovation and modernization (generation)


-Thermal 561.81 1.76 344.29 0.86 462.41 1.02 427.53 0.91 933.14 2.09
-Hydro 83.23 0.26 33.37 0.08 7.13 0.02 83.03 0.18 34.99 0.08
Transmission 2,615.77 8.21 3,270.22 8.21 2,032.84 4.50 2,046.20 4.34 3,063.44 6.85
(including R&M
transmission)

124
Particulars As of March 31,

2011 2012 2013 2014 2015

` crores % of ` crores % of ` crores % of ` crores % of ` crores % of


total total total total total
Distribution 1,825.26 5.73 1,667.19 4.19 1,264.69 2.80 993.11 2.11 695.04 1.56
(including shunt
capacitor and
metering)
Short-term loans 4,206.00 12.33 6,950.00 16.78 3,119.70 6.73 2,678.00 5.60 4,292.46 9.48
Equipment 4,206 13.20 6,950 17.45 3,119.70 6.91 2,678 5.68 4,292.46 9.60
Manufacturing
loan

Others* 2.38 0.01 15.25 0.04 356.76 0.79 2,435.33 5.16 1,050.02 2.35
Total 31,864.53 100.00 39,818.43 100.00 45,151.21 100.00 47,162.24 100.00 44,690.85 100.00
*Others include schemes such as computerization, studies, Decentralised management, Purchase of Power through PXI, Counterpart Funding
of R-APDRP, Funding ofRegulatory Assets, Loan against Receivables, Buyer's Line of Credit and others.

The following table sets forth certain information relating to total disbursements made under R-APDRP scheme
in the periods indicated:
(` in crores)
Particulars Fiscal
2011 2012 2013 2014 2015
R-APDRP* 2,256.79 1,600.00 1,217.45 640.00 578.47
* The above consists of Part A, Part B including counter part funding of R-APDRP by our Company. Our Company is the Nodal Agency for
operationalisation and associated service for implementation of the R-APDRP under which projects are being taken up in two parts, “Part
–A”and “Part – B”. Details of “Part – A”and “Part-B”of R-APDRP are set out below in this section.

Thermal generation projects: We provide finance for thermal energy generation projects in the public and private
sector. Thermal energy generation projects include coal and gas based power plants.

Hydro generation projects: We provide finance for hydro generation projects in the public and private sector.

Renewable energy projects: We provide finance to various public and private sector renewable energy projects,
including solar, wind, biomass and small hydro projects.

Renovation, modernization and life-extension scheme: We provide finance for renovation and modernization and
life-extension projects of old thermal and hydro power plants.

Transmission projects and schemes: We provide financing assistance to several kinds of power transmission
projects, including transmission and sub-transmission schemes, power evacuation lines and transmission links.
Transmission projects and schemes funded by us involve transmission of power within various States and from
one region to another region in India, assist in distribution of power within the State and also relate to transmission
loss reduction schemes. These schemes include construction of new transmission lines, reinforcement of existing
transmission lines, new substations, augmentation of transformer capacities of existing substations, replacement
of old and obsolete equipment, and bay extensions.

Distribution, capacitor and metering schemes: We have extended financial assistance to various projects and
entities that establish and upgrade sub-stations and distribution networks in various distribution circles, including
for instalment of capacitors and meters to reduce losses and improve revenue generation, and to improve quality
and reliability of power supply to consumers.

The following table sets forth certain information relating to our loan sanctions pending disbursement (net of any
sanctions cancelled) as of March 31, 2015 presented according to kind of projects:

Particulars As of March 31, 2015


(` crores)
Generation
Thermal Generation 79,507.96
Hydro-electric Generation 19,612.63
Wind, Solar, Bagasse, Biomass 1,258.80

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Particulars As of March 31, 2015
(` crores)
Renovation and Modernization of Thermal Power Stations 1,989.43
Corporate Term Loan 1,120.01
Counter Part ‘B’ R-APRDP 4,605.24
Renovation and Upgrading of Hydro Power Projects 1,420.82
R & M Transmission 56.30
Transmission 17,843.60
Distribution 5,099.31
Short Term Loan 476.04
Transitional Finance 3,360.00
Others* 8,556.16
Total** 1,44,906.31
* Others include Funding of regulatory assets, Buyer’s Line of Credit, Loan against receivables, Computerization, equipment manufacturing
loans etc.
** Excluding R-APDRP

The following table sets forth information relating to our top ten borrowers (primarily generation companies) in
terms of loans outstanding as of March 31, 2015:

Borrower Loans outstanding % of total top-ten outstanding loans


(` crores) as of March 31, 2015
Borrower 1 17,211.57 7.93
Borrower 2 12,737.31 5.87
Borrower 3 10,257.27 4.73
Borrower 4 9,673.54 4.46
Borrower 5 8,910.25 4.11
Borrower 6 8,541.67 3.94
Borrower 7 7,626.93 3.51
Borrower 8 7,324.02 3.37
Borrower 9 6,277.04 2.89
Borrower 10 5,398.86 2.49
Total 93,958.46 43.29

Sector-wise loan portfolio

We provide financial assistance to public sector and private sector power projects. Public Sector includes Central
sector, State sector and joint sector (companies that have both State and Central sector participation)

The following table sets forth certain information relating to our total loan assets as of the dates indicated,
presented according to sector:

As of March 31,
2011 2012 2013 2014 2015
Particulars
` crores % of ` crores % of ` crores % of ` crores % of ` crores % of
total total total total total
A. Public sector comprising of:
i) State 64,504.69 64.79 81,479.67 62.65 1,05,078.30 65.53 1,27,428.43 67.51 1,49,247.74 68.76
sector
ii) Central 20,300.10 20.39 24,691.47 18.98 24,569.97 15.32 20,433.34 10.83 17,869.77 8.23
sector
iii) Joint 7,990.95 8.03 9,301.59 7.15 10,868.72 6.78 12,422.80 6.58 13,893.18 6.40
sector
B. Private 6,766.54 6.80 14,592.88 11.22 19,843.88 12.37 28,468.35 15.08 36,031.53 16.60
sector
Total 99,562.28 100.00 1,30,065.61 100.00 1,60,360.87 100.00 1,88,752.91 100.00 2,17,042.22 100.00

The following table sets forth certain information relating to disbursements made in the periods indicated,
presented according to sector:

126
As of March 31,
2011 2012 2013 2014 2015
Particulars
` crores % of ` crores % of ` crores % of ` crores % of ` crores % of
total total total total total
A. Public sector comprising of:
i) State
sector 20,339.89 64.02 24,601.09 61.78 34,781.47 77.03 32,791.08 69.53 31,964.15 71.52
ii) Central
sector 5,943.57 18.65 5,392.96 13.54 1,576.96 3.49 918.83 1.95 1,083.76 2.43
iii) Joint
sector 1,774.76 5.57 1,619.33 4.07 2,062.16 4.57 2,193.69 4.65 2,146.78 4.80
B. Private
sector 3,746.31 11.76 8,205.05 20.61 6,730.62 14.91 11,258.64 23.87 9,496.16 21.25
Total 31,864.53 100 39,818.43 100 45,151.21 100 47,162.24 100 44,690.85 100

The following table sets forth certain information relating to total disbursements made under R-APDRP scheme
in the periods indicated:
(` in crores)
Particulars Fiscal
2011 2012 2013 2014 2015
R-APDRP* 2,256.79 1,600.00 1,217.45 640.00 578.47
* The above consists of Part A, Part B including counter part funding of R-APDRP by our Company. Our Company is the Nodal Agency for
operationalisation and associated service for implementation of the R-APDRP under which projects are being taken up in two parts, “Part
–A”and “Part – B”. Details of “Part – A”and “Part-B”of R-APDRP are set out below in this section.

Institutional development role and Government programs

The GoI and various state Governments have undertaken various programmes and initiatives for the reform and
restructuring of the power sector in India to ensure the adequate supply of electricity at reasonable rates, to
encourage private sector participation and to make the Indian power sector self-sustaining and commercially
viable. These institutional, structural and procedural reforms are aimed at achieving operational and commercial
efficiency and improved viability of state power utilities; improving delivery of services and achieving cost
effectiveness through technical, managerial and administrative restructuring of utilities; creating an environment
that will attract private capital, both domestic and foreign, to supplement public sector investment; operating state
power utilities in a manner that enables them to generate sufficient returns to meet operational and investment
requirements; and achieving energy conservation through integrated resource planning, demand side management
and minimising waste.

We play a strategic role in, the GoI’s initiatives for the development of the power sector in India. We work closely
with GoI, state Governments and power sector utilities, other power sector intermediaries and private sector clients
for the development and implementation of policies and structural and procedural reforms for the power sector in
India. In addition, we are involved in various GoI programmes for the power sector, including acting as a nodal
agency for the UMPP, IPDS/ R-APDRP and as a bid process coordinator for the ITP scheme.

Ultra Mega Power Projects (“UMPPs”)

The GoI has introduced the UMPP programme with the objective of developing large capacity power projects in
India. We have been designated to act as a nodal agency by the GoI for the development of UMPPs, each with a
contracted capacity of 4,000 MW or above. These UMPPs involve economies of scale based on large generation
capacities based at a single location, utilise super critical technology to reduce emissions and potentially have
lower tariff costs for electricity generated as a result of these factors and through international competitive bidding
processes adopted for the selection of developers.

The CEA is the technical partner for the development of these UMPPs while the MoP is involved as a facilitator.
As of July 30, 2015, 16 UMPPs have been identified, located in Andhra Pradesh, Bihar, Chhattisgarh, Gujarat
(two), Jharkhand (two), Karnataka, Madhya Pradesh, Maharashtra, Odisha (three) Tamil Nadu (two) and Uttar
Pradesh. As of July 30, 2015, PFC incorporated a total of 18 wholly-owned SPVs for the UMPPs. Out of these,
14 SPVs were incorporated to undertake preliminary site investigation activities and obtain appropriate regulatory
and other approvals (including for water, the environment) necessary to conduct the bidding process for these
projects. These SPVs would eventually be transferred to successful bidder(s) selected through a tariff based
international competitive bidding process in accordance with the guidelines notified by MoP under Section 63 of

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Electricity Act, 2003. The successful bidders are then expected to develop and implement these projects. Four
additional SPVs were incorporated for holding the land for Cheyyur UMPP in Tamil Nadu and for holding the
land and coal blocks for Odisha UMPP, Deoghar UMPP in Jharkhand and Bihar UMPP. These SPVs would be
transferred to the respective procurers of power from these projects.

Out of the aforesaid 14 SPVs, the following 4 SPVs have been transferred to successful bidders:

Name of SPV UMPPs Transferee Date of Transfer

Coastal Gujarat Power Mundra, Gujarat Tata Power Company April 22, 2007
Limited Limited

Sasan Power Limited Sasan, Madhya Reliance Power Limited August 07, 2007
Pradesh

Coastal Andhra Power Krishnapatnam, Reliance Power Limited January 29, 2008
Limited Andhra Pradesh

Jharkhand Integrated Power Tilaiya, Jharkhand Reliance Power Limited August 07, 2009
Limited

Government of Andhra Pradesh has decided not to proceed further with the previously identified 2nd UMPP in
Andhra Pradesh and in view of the same it has been decided by the Ministry of Power to close the proposed SPV
and action has been initiated to wind up the SPV / strike off name of SPV from the records of Registrar of
Companies (ROC).

Our Company earns revenue from its involvement with UMPPs through (i) interest income on expenditure
incurred by our Company prior to handing over the relevant SPVs to the successful bidder, which are typically in
the form of loans extended by our Company to these SPVs; and (ii) fee income. In certain cases, our Company
also holds, on behalf of the SPVs, any commitment advances received by the SPVs from the procurer of the
project to meet the initial expenses of the SPVs. Our Company typically invests any unused portion of the
commitment advances as part of its ongoing investment activities and pays the SPVs an average rate of return on
this amount. In addition, post-transfer of the SPV to the successful bidder, our Company may earn interest income
by extending loans to such projects.

For further details pertaining to the SPVs established under the UMPP initiative, see the section titled “History
and Certain Corporate Matters” on page 146.

Independent Transmission Projects (“ITPs”)

ITPs were initiated to develop transmission capacities in India and to bring in potential investors after developing
such projects to a stage having preliminary survey work, identification of transmission routes, preparation of
survey reports, initiation of the process of land acquisition and forest clearances if required, and also for
conducting bidding process etc. In April, 2006, the MoP introduced a tariff based competitive bidding process for
ITPs, similar to that followed for UMPPs, for the development of transmission systems through private sector
participation.

So far 18 SPVs, 2 by our Company and sixteen by PFCCL have been incorporated. Of the SPVs incorporated by
our Company, East North Interconnections Company Limited was transferred to the successful bidder, namely
Sterlite Technologies Limited on March 31, 2010 and Bokaro-Kodarma Maithon Transmission Company Limited
was liquidated in December, 2010.

PFCCL was nominated as the ‘Bid Process Coordinator’ for ITPs by MoP for selection of developers for ITPs.
Eight SPVs have been transferred by PFCCL to the successful bidders on the dates indicated below:

S.No Name of SPV Successful Bidder Date of Transfer


1. Jabalpur Transmission Company Limited Sterlite Transmission Projects March 31, 2011
(“JTCL”) Private Limited

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S.No Name of SPV Successful Bidder Date of Transfer
2. Bhopal Dhule Transmission Company Limited Sterlite Transmission Projects March 31, 2011
(“BDTCL”) Private Limited
3. Nagapattinam Madhugiri Transmission Power Grid Corporation of March 29, 2012
Company Limited (“NMTCL”) India Limited
4. Purulia & Kharagpur Transmission Company Sterlite Grid Limited November 13, 2013
Limited
5. Patran Transmission Company Limited Techno and Electric December 09, 2013
Engineering Company
Limited
6. Darbhanga - Motihari Transmission Company Essel Infraprojects Limited December 10, 2013
Limited
7. RAPP Transmission Company Limited Sterlite Grid Limited March 12, 2014
8. DGEN Transmission Company Limited Instalaciones Inabensa, S.A., March 17, 2015
Spain

The LoI for Chhattisgarh-WR Transmission Limited, Sipat Transmission Limited and Raipur- Rajnandgaon-
Warora Transmission Limited have been issued to M/s Adani Power Ltd on July 28, 2015.

MoP vide notification dated July 22, 2015 has appointed PFCCL as the bid process co-ordinator for project related
to “creation of new 400 kV GIS substations in Gurgaon and Palwal areas as part of Inter-State Transmission
System (“ISTS”). SPV for the project is being incorporated

For further details pertaining to the SPVs established under the ITP initiative, see the section titled “History and
Certain Corporate Matters” on page 146.

Restructured Accelerated Power Development and Reforms Program (“R-APDRP”)

The GoI introduced the Accelerated Power Development Program (“APDP”) in Fiscal 2001 as part of the reform
of the Indian power sector. During the X five-year plan, the GoI subsequently upgraded the APDP program to the
APDRP in Fiscal 2003. In July, 2008, APDRP was restructured and the MoP launched the R-APDRP.

The R-APDRP is a GoI initiative launched for implementation during the XI five-year plan. The focus of the
programme is the actual demonstrable performance in terms of sustained loss reduction, establishment of reliable
and automated systems for collection of accurate and reliable baseline data, and adoption of information
technology (“IT”) in the areas of energy accounting and implementation of regular distribution strengthening
project. The programme envisaged objective performance evaluation of utilities in terms of AT&C losses.

Our Company is the Nodal Agency for operationalisation and associated service for implementation of the R-
APDRP under which projects are being taken up in two parts. Part – A includes the projects for establishment of
baseline data and IT applications for energy accounting as well as IT based customer care centers. Part – B includes
regular distribution strengthening projects. GoI provides 100% loan for Part A and up to 25% (up to 90% for
special category States) loan for Part – B. Balance funds for Part – B projects can be raised by the utilities from
our Company / REC / multi-lateral institutions and / or own resources. The loans under Part A- along with interest
thereon are convertible into grant as per applicable guidelines. Similarly, up to 50% (up to 90% for special
category states) of the loan against Part –B project would be convertible in to grant as per applicable guidelines.
Enabling activities of the programme are covered under Part – C. Amounts received from the GoI under R –
APDRP as a Nodal agency for on-lending to eligible borrowers are back to back arrangements with no profit or
loss arising to our Company. The amount on-lended but not converted in to grants as per applicable guidelines
will become payable along with interest to the GoI on receipt from the borrowers.

Sanctions and disbursements under the R-APDRP scheme as of March 31, 2015 are as follows:
(` in crores)
Part-A Part-B
Cumulative Sanctions 7,028.27 32,215.53
Cumulative Disbursements 3,117.39 4,821.39

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Till March 31, 2013, Nodal Agency Fees under R – APDRP had been accounted for @ 1% of the sanctioned
project cost in three stages - 0.40% on sanction of the project, 0.30% on disbursement of the funds and remaining
0.30% after completion of the sanctioned project (for Part – A) and verification of AT&C loss of the project areas
(for Part – B). Further, actual expenditure, including expenditure allocable on account of manpower of our
Company, incurred for operationalising the R–APDRP were reimbursed / reimbursable by Ministry of Power,
GoI. MoP vide letter dated July 15, 2013 informed that as per Department of Expenditure (DoE), Nodal Agency
Fee for R-APDRP scheme for 12th plan may be restricted to 0.5% of the sanctioned project cost or actual
expenditure, whichever is less.

R-APDRP has been subsumed under IPDS.

Integrated Power Development Scheme (“IPDS”)

In order to provide impetus to strengthening of power distribution sector in urban area, Ministry Of Power, GoI
launched on December 3, 2014 “Integrated Power Development Scheme” (“IPDS”) with following objectives:
(i) 24x7 power supply to consumers
(ii) Reduction of AT&C losses; and
(iii) Providing access to all urban households

Components of IPDS

i. Strengthening of sub-transmission and distribution networks in the urban areas;


ii. Metering of distribution transformers / feeders / consumers in the urban areas.
iii. IT enablement of distribution sector and strengthening of distribution network under R-APDRP for 12th
and 13th Plans by carrying forward the approved outlay for R-APDRP to IPDS.

Outlay & Budgetary Support

The components at (i) and (ii) above have an estimated outlay of ` 32,612 crore including a budgetary support of
` 25,354 crore from GoI during the entire implementation period. R-APDRP scheme cost of ` 44,011 crore
including a budgetary support of ` 22,727 crore as already approved by CCEA will be carried forward to the new
scheme of IPDS in addition to the outlay for components at (i) and (ii) indicated above.

Our Company has been appointed the Nodal Agency for operationalization and implementation of the scheme
under the overall guidance of the Ministry of Power (MoP). A Nodal Agency fee of 0.5% of the total project cost
approved by Monitoring Committee will be paid to us.

Under IPDS, DPRs worth ` 5,108.24 crore have been approved for 6 states by monitoring committee meetings.
An amount of ` 100.31crore has been released by MoP till July 31, 2015, and the amount has been disbursed to
these 6 states.

Consultancy services

In addition to our lending activities, we provide various technical consultancy and advisory services for power
sector projects. We provide consultancy and other fee-based services to State power utilities, power distribution
licensees, IPPs, public sector undertakings and SERCs. We also provide fee-based services for various GoI
programs, including acting as a nodal agency for UMPP IPDS / R-APDRP projects and as a bid process
coordinator through our wholly owned subsidiary PFC Consulting Limited for ITP projects. Other consultancy
and advisory services include: bid process coordination for power procurement by distribution licensees through
tariff based competitive bidding process; renewable and non-conventional energy schemes; coal block joint
ventures and selection of developers for coal blocks and linked power projects; project advisory services including
selection of an EPC contractor; advisory services relating to policy reform, restructuring and regulatory aspects;
and assistance in relation to capacity building and human resource development.

We also intend to focus on acquisition advisory services for power sector projects, including identification of
target projects and potential acquirers for acquisitions and consolidation opportunities, and also provide techno-
commercial appraisal of target projects.

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Resource mobilization

Our primary sources of funds include equity capital, internal resources and domestic and foreign borrowing. Our
borrowing reflect various sources, maturities and currencies, and include bonds and term loans, as well as
commercial paper. In addition, historically most of our borrowing have been on an unsecured basis, except for
Infrastructure bonds, tax-free bonds and a small portion of taxable bonds. As on March 31, 2015, secured
borrowing constitute 13.16% of our total borrowing. Following table sets forth certain information relating to our
rupee-denominated and foreign currency denominated borrowing as of the respective dates indicated:

As of March 31,
2011 2012 2013 2014 2015
Particular
` crores % of ` crores ` ` crores % of ` crores % of ` crores % of
total crores total total total
Rupee 80,600.59 94.20 1,04,535.59 94.92 1,31,049.16 93.96 1,50,289.22
94.39 1,78,042.49 94.82
Foreign 4,962.53 5.80 5,590.32 5.08 8,423.75 6.04 8,925.84
5.61 9,730.65 5.18
currency*
Total 85,563.12 100.00 1,10,125.91 100.00 1,39,472.91 100.00 1,59,215.06 100.00 1,87,773.14 100.00
* The Rupee equivalents of foreign currency borrowing are based on the TT selling rate at the end of the relevant Fiscal.

Rupee resources

Our primary sources of funds are Rupee-denominated bonds and term loans availed in India.

A significant percentage of our Rupee-denominated borrowing are raised through the issuance of privately placed
bonds in India. As of March 31, 2015, we had outstanding borrowing aggregating ` 1,59,393.08 crores in the
form of bonds and ` 14,585crores in the form of term loans from Indian banks and foreign banks. In addition,
with our classification as IFC, it enables us to further diversify our borrowing through the issuance of Rupee-
denominated infrastructure bonds that offer certain tax benefits to bondholders.

The following table sets forth certain information relating to our Rupee resources as of the dates indicated:

(` in crores)
Particars As of March 31,
2011 2012 2013 2014 2015
Non-taxable bonds 0.00 5,000.00 6,275.12 11,275.11 11,275.11
Taxable bonds 56,136.99 78,919.89 99,059.07 1,15,229.62 1,48,117.97
Secured 235.36 361.55 361.55 11,501.55 11,501.55
Unsecured 55,901.64 78,558.34 98,697.52 1,03,728.07 1,36,616.42
Term loans from Indian banks, 18,208.00 16,544.50 17,005.00 22,470.00 14,585.00
foreign banks and financial
institutions
Short term Loans 6,255.59 4,071.20 8,709.97 1,314.49 4,064.41
Total* 80,600.59 1,04,535.59 1,31,049.16 1,50,289.22 1,78,042.49

Foreign currency resources

We have in the past raised foreign currency funds through syndicated commercial loans, loans from multilateral
agencies and other sources such as FCNR(B) loans, at fixed interest rates and floating interest rates linked to six
month USD LIBOR / six month Yen LIBOR. The following table sets forth certain information relating to our
foreign currency borrowing by source, as of the respective dates indicated:

(` in crores)
Particulars As of March 31,
2011 2012 2013 2014 2015
ADB I and II 63.28 0.00 0.00 0.00 0.00
ADB new loan 96.26 107.99 110.87 115.72 111.62
Credit Nationale 97.23 97.38 91.45 99.52 74.10
(now Natexis Banque)
World Bank 1.37 0.98 0.36 0.00 0.00
KfW – Portion I 58.86 60.92 59.36 67.36 52.64
KfW – Portion II 14.54 12.48 9.43 7.32 3.00

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Particulars As of March 31,
2011 2012 2013 2014 2015
FCNR(B) Loans(Long- 180.56 206.12 219.20 0.00 0.00
term)
6.61% Senior Notes 812.52 927.54 986.40 1,088.82 1,135.08
(USPP)
Syndicated loan VII 1,354.20 1,545.90 1,644.00 1,814.70 0.00
Syndicated loan VIII 1,114.52 1,284.02 1,220.56 1,259.94 829.66
Syndicated loan IX 1,169.19 1,347.00 1,342.12 1,447.95 745.61
Syndicated loan XII - - 1,370.00 1,512.25 1,576.50
Syndicated loan XIII 1,370.00 1,512.25 788.25
Syndicated loan XVI - - - - 1,576.50
Syndicated loan XVII - - - - 2,837.70
Total 4,962.53 5,590.33 8,423.75 8,925.83 9,730.66

As an IFC, we are also eligible to raise, under the automatic route (without the prior approval of the RBI), ECB
up to USD 750 million each Fiscal, subject to the aggregate outstanding ECBs not exceeding 75% of our net
owned funds. For further details, see the section titled “Regulations and Policies” on page 137.

Risk Management

We have put in place an Integrated Enterprise wide Risk Management (“IRM”) policy and procedures. The IRM
policy and procedures lists all risks we face which may have an impact on profitability/ business of our Company,
their root causes, existing mitigations factors and action plans for further mitigations, where required. The risks
have been prioritized and key performance indicators identified for measuring and monitoring. A Risk
Management Committee of the Board is constituted for monitoring the risks, mitigations and implementation of
action plans.

Important risks faced by our Company are:

• Credit risks.
• Security risks.
• Liquidity risks.
• Interest rate risks;
• Foreign currency risk; and
• Operational risk.

Credit risks

Credit risk involves the risk of loss arising from the diminution in credit quality of a borrower along with the risk
that the borrower will default on contractual repayments under a loan or an advance. We follow a systematic
institutional and project appraisal process to assess and mitigate credit risk. These processes include a detailed
appraisal methodology, identification of risks and suitable structuring and credit risk mitigation measures. We use
a wide range of quantitative as well as qualitative parameters as a part of the appraisal process to make a sound
assessment of the underlying credit risk in a project. We evaluate the credit quality of the borrowers by assigning
risk weights on the basis of the various financial and non-financial parameters. We evaluate borrowers’ eligibility
criteria with an emphasis on financial and operational strength, capability and competence. For further
information, see “Our Business — Project and Entity Appraisal Process”.

Although we encourage certain schemes through differential lending rates, the eligibility criteria and our funding
decision is guided by the merit of the project and no funds are pre-allocated. In addition, we have in place,
prudential norms approved by our Board and MoP that provide guidance on aspects of our financial operations
including asset classification, provisioning, income recognition, asset concentration and investment limits.

Our borrower’s eligibility criteria emphasises on financial and operational strength, capability and competence.
While we encourage certain schemes through differential lending rates, the eligibility criteria and funding decision
is always purely guided by the merit of the project and no funds are pre-allocated.

Our lending policies are set out in our Operational Policy Statement (“OPS”) which is reviewed from time to
time to align it with market requirements. In addition, we place emphasis is given to projects/ schemes having
short gestation periods and on-going generation projects missing transmission links and system improvement.

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We lend to projects which meet the following criteria:

a) techno-economically sound with Financial or Economic Rate of Return of not less than 12% (as may be
applicable);other than in certain specific instances, such as projects involving environmental upgrading,
meter installation, load dispatch, computerisation and communication, research and development and
non-conventional energy projects;
b) feasible and technically sound and provide optimal cost solutions for the selected alternative;
c) compatible with integrated power development and expansion plans of the state/ region/ country;
d) compliant with environmental guidelines, standards and conditions;
e) schemes should have obtained the required clearances;
f) all inputs required for the implementation and operation of the projects are tied up and proper
procurement and implementation plans have been drawn up.
g) The minimum project size to be considered for appraisal of generation projects (for sanctioning of term
loan/guarantee) of private companies (including for captive projects and Debt Refinancing proposals)
shall be as follows:* -
i. Generation from Non-Conventional Energy Sources (including small hydro projects) and other
Projects Promoted by an existing Co. on its own Balance Sheet or by forming SPV with
adequate collaterals on the revenues of main Company – 5 MW
ii. Other Projects – 10 MW
iii. In case of Wind Power Generation projects promoted by Grade I-IV promoters the minimum
benchmark can be lowered from 5 MW to 3 MW on case-to-case basis.
iv. In case of all Grid connected Solar PV Private Sector Power Generation Projects the minimum
size of the project to be considered for appraisal/financing of shall be 1 (one) MW

*The financial assistance for R&M/R&U and other schemes/projects will not be governed by above limits. The above limits
shall also not be applicable to the loan/guarantee proposals received from State/Central sector borrowers.

We evaluate the credit quality of all our borrowers by assigning a rating on the basis of various financial and non-
financial parameters. Further, integrated rating (Combination of Entity Rating and Project Rating) is worked out
for private sector generation projects. The interest rates, requirement of collateral securities and exposure limits
are worked out on the basis of integrated ratings.

Security risks

We seek to put in place a number of different security and quasi-security arrangements for the loans that we
extend. We obtain one or more of the following securities in public sector power projects: (i) a priority claim over
the surplus revenue from state power utilities over any loan granted by the relevant state Government to other
entities; (ii) an irrevocable guarantee from the relevant state Governments; and (iii) security in the form a charge
over the relevant project assets;

For loans to Central and State sector borrowers that do not satisfy certain criteria in terms of credit rating and debt
service coverage ratios, we use an escrow arrangement as a credit enhancement mechanism pursuant to an escrow
agreement (the “Escrow Agreement”). The Escrow Agreement is typically a tripartite agreement entered into by
us, the borrower and the bank designated as escrow agent. Under the terms of the Escrow Agreement, the borrower
is required to deposit all of its receivables (from certain centres) into the designated escrow account and the
borrower is specifically prohibited from opening any other account for the purpose of collection of revenues
without our written consent. In the event of a default in payment by the borrower, upon a demand by us the escrow
agent is authorised to pay the amount owed to us from the monies deposited in the escrow account. In addition,
the escrow agent is required to submit monthly bank statements of the escrow account to us. As of March 31,
2015, 94.60% of our outstanding loans to Central and State sector power utilities involve such an escrow
mechanism.

In the case of private sector power projects, security is normally obtained through (i) a first priority pari passu
charge on assets; and (ii) a trust and retention arrangement in relation to all of the cash flows of the project pursuant
to a trust and retention account agreement (the “TRA Agreement”). The TRA Agreement is entered into amongst
us, the borrower and a bank designated as the account bank. Under the terms of the TRA Agreement, the cash
flows of the project are controlled by the account bank which must deal with the cash flows strictly in accordance
with the terms of the TRA Agreement. The TRA Agreement specifies the conditions that must be satisfied, on a
periodic basis, before funds from the trust account can be used to meet the relevant expense and the manner in

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which such payments will be made, including payments by way of debt service to us throughout the life of the
loan. The account bank is not permitted to allow any withdrawal of funds in excess of the approved limits without
our prior approval. The TRA Agreement continues to operate until all of the obligations have been indefeasibly
and irrevocably paid by the borrower. The trust and retention account is a no lien account. The TRA Agreement
also specifies the payment waterfall that would apply upon the occurrence of an event of default or a potential
event of default in relation to the loan and which gives priority to the secured lenders.

Eligibility of private sector borrowers is assessed on the basis of various factors such as past performance of the
promoters, their experience and their capacity to bring in equity and project soundness. In certain cases, collateral
securities such as pledges of equity shares held by the promoters and personal or corporate guarantees are also
required.

Liquidity risks

Our Company has put in place an effective Asset Liability Management System, constituted an Asset Liability
Management Committee (“ALCO”) headed by Director (Finance). ALCO monitors risks related to liquidity and
interest rate and also monitors implementation of decisions taken in the ALCO meetings. The liquidity risk is
being monitored with the help of liquidity gap analysis. The Asset Liability Management framework includes
periodic analysis of long term liquidity profile of asset receipts and debt service obligations.

To ensure that we always have sufficient funds to meet our commitments, our OPS requires us to maintain
satisfactory level of liquidity to ensure availability of funds at any time up to three months' anticipated
disbursements. At present, surplus funds are invested by way of short-term deposits with banks and in debt based
liquid schemes of public sector mutual funds.

Interest rate risks

Interest rates are dynamic and dependent on various internal and external factors including cost of borrowing,
liquidity in the market, competitors' rates, movement of benchmarks like AAA bond / GSec yield, RBI policy
changes, etc.

We review our lending rates periodically based on prevailing market conditions, borrowing cost, yield, spread,
competitors’ rates, sanctions and disbursements; etc. Our rupee lending interest rates is normally made with either
3 year or 5 year or 10 year interest re-set clause.

The interest rate risk is managed by analysis of interest rate sensitivity gap statements, evaluation of earning at
risk (“EaR”) on change of interest and creation of assets and liabilities with the mix of fixed and floating interest
rates. In addition, all loan sanction documents specifically give us the right to vary interest rate on the un-disbursed
portion of any loan.

Foreign currency risks

Our Company has put in place Currency Risk Management (CRM) policy to manage risks associated with foreign
currency borrowing. Our Company manages foreign currency risk by lending in foreign currency and through
derivative products (like currency forward, option, principal swap, interest rate swap and forward rate agreements)
offered by banks, who are authorised dealers. Our Risk Management Committee consists of senior officers headed
by our Executive Director (Finance) and a forex consultant to guide in hedging. Our CRM policy prescribes limits
for keeping open position.As of March 31, 2015, the open position is within the limits prescribed. Periodically,
once in a quarter, the details of foreign currency exposure, open position and hedging done are submitted to the
Risk Management Committee of the Board, the Audit Committee and the Board of Directors.

Operational risks

Operational risks are risks arising from inadequate or failed internal processes, people and systems or from
external events. We have established systems and procedures to reduce operational risk as outlined below:

(a) Operational controls in project finance activities: Our OPS, operational guidelines and manuals provide
a detailed description of the systems and procedures to be followed in the course of appraisal, approval,
disbursement, recovery of a loan and resource mobilisation. . Various checks and control measures have
been built-in for timely review of the operating activities and monitoring of any gaps in the same. A

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significant proportion of the activities are subject to regular monitoring and auditing, including loan
sanctions, disbursements, recovery and resource mobilisation. In addition to this, many important
activities are monitored on a periodic basis.

(b) Operational controls in treasury activities: Our OPS and manual for deployment of surplus funds provide
a description of operations to be followed, with suitable exposure and counterparty limits. Compliance
with our guidelines is monitored through internal control and a well-developed audit system including
external and internal audits.

(c) Legal risk: Legal risk arises from the uncertainty of the enforceability of contracts relating to the
obligations of our borrowers. This could be on account of delay in the process of enforcement or
difficulty in the applicability of the contractual obligations. We seek to minimize the legal risk through
legal documentation that is drafted to protect our interests to the maximum extent possible.

Human resource development

As of March 31, 2015, we have 450 employees of whom 338 are executives. This indicates that our Company
enjoys a high level of employee productivity. In recognition of this our Company has been conferred with the
Dalal Street’s “First DSIJ Award 2009” in the category of “Highest Profit per Employee”. Our Company also
received ICC PSE Excellence Award 2012 in the category of Best Human Resource Management by Indian
Chamber of Commerce in Association with DPE, Govt. of India. For FY 2014-15, our profit per employee (on a
consolidatd basis) is ` 13.34 crores.

In the field of Human Resource Development, we stress on the need to continuously upgrade the competencies of
its employees and equip them to keep abreast of latest developments in the sector and industry practices. Our
Company is in a knowledge intensive business and is committed to enhance the professional skills and knowledge
of its employees. It has in place a systematic training plan where the training needs are assessed and professional
skills are imparted at all levels of employees through customized training interventions. Our employees have an
in-depth exposure to the various fields of the power sector including critical areas such as project appraisal, project
financing, domestic and international resource mobilisation.

Corporate Social Responsibility

CSR is a cornerstone of our operations and we discharge our social responsibility obligations as a part of our
growth philosophy. The Issuer aims to act as a responsible corporate citizen and is committed to improving the
welfare of the society through inclusive growth aimed at the empowerment of communities through skill
development, environment protection through promotion of renewable energy and the development of
underprivileged sections of the society through hygiene and sanitation programmes.

Our Company has a CSR & Sustainability Policy. The aim of the CSR & Sustainability Policy is to ensure that
our Company becomes a socially responsible corporate entity committed to improving the quality of life of the
society at large. To oversee the activities of CSR, our Company has in place a Board level CSR&SD Committee
of Directors headed by an Independent Director.

In conformity with the provisions of the Companies Act, 2013 and the rules framed thereunder, for the FY 2014-
15, our Board had approved a CSR budget of ` 117.49 crores based on 2% of the average stand-alone profit before
tax excluding dividend received from other companies covered under and complying with Section 135 of the
Companies Act, 2013 in line with Rule 2(f) (ii) of Companies (Corporate Social Responsibility Policy) Rules
2014. During the financial year 2014-15, our Company sanctioned projects worth ` 304.10 crores and
implemented a wide range of activities in various states in the fields of solar energy, sanitation, skill development
etc.

Due to the gestation period involved in the sanctioned projects, our Company has disbursed ` 51.68 crores out of
the available sanctions and the remaining budget will be utilized / disbursed based on the progress achieved for
completion of the projects. Further, as per the guidelines of Department of Public Enterprises, GoI, the CSR
Budget is non-lapsable and is carried forward to the next year. So, we believe the entire budget will be utilized
for CSR activities.

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Competition

As the leading financial institution in India dedicated to funding the power sector, we have built up significant
expertise in assessing power projects, as well as developing an ongoing relationship with the state Governments
and power utilities. Our Company has therefore succeeded in establishing a niche position in its field of expertise.
In relation to private sector projects, we believe that it is likely to face competition from banks and other Indian
financial institutions and, possibly from international project financiers. In view of the currently limited resources
to devote to this area and the anticipated scale of financing required in the Indian power sector, it is anticipated
that our business will expand.

Our primary competitors include other public sector financial institutions focused on the power sector such as
REC, IDFC, IIFCL, IL&FS and IFCI that provide both fund and fee-based services; public sector banks and
private banks (including foreign banks); multilateral development institutions; insurance companies that either
lend to the power sector directly or work in conjunction with other financial services firms to lend to the
infrastructure sector; as well as private equity firms that focus on private equity, buyouts and mezzanine financing
for the power sector.

Properties

Our Registered Office is located at ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi, 110001. In
addition to the above, we also have two regional offices, one located in Mumbai and another located in Chennai.
Our Regional Office (West) is located in Mumbai at 1, Ground Floor, Moonlight, 158 Maharishi Karve Road,
near Mantralaya, Mumbai, Maharashtra and this office space has has been taken on leave and license basis for a
limited period of 36 months commencing from August 6, 2015. Our Regional Office (South) is located in Chennai
at Module No.38 & 40, 3rd Floor, Block-1, Electronic Complex, Thiru Vi Ka Industrial Estate, Gundy, Chennai,
Tamil Nadu.

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REGULATIONS AND POLICIES

Our Company is a systemically important, non-deposit taking NBFC. It has been notified as a PFI under clause
72 of the Section 2 of the Companies Act, 2013 and has also been classified as an IFC by the RBI by its letter
dated July 28, 2010. The business activities of NBFCs, PFIs and IFCs are regulated by various RBI regulations
and certain provisions of the RBI Act. The following is an overview of the important laws, regulations and policies
that are relevant to our business. The description of laws, regulations and policies set out below are not
exhaustive, and are only intended to provide general information to potential investors and is neither designed,
nor intended to be a substitute for professional legal advice. The statements below are based on the provisions of
Indian law as of the date of this Draft Shelf Prospectus and the judicial and administrative interpretations thereof,
which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial
decision.

Investors should carefully consider the information described below, together with the other information set out
in other sections of the Draft Shelf Prospectus including the financial statements, before making an investment
decision relating to the Bonds as any changes in the regulations and policies could have a material adverse effect
on our Company’s business including the quality of assets, its liquidity, its financial performance, its stockholder’s
equity, its ability to implement its strategy and its ability to repay the interest or principal on the Bonds in a timely
manner or at all

I. Regulations pertaining to NBFCs

The Reserve Bank of India Act, 1934 (“RBI Act”)

The RBI is entrusted with the responsibility of regulating and supervising activities of NBFCs by the power vested
in it under chapter IIIB of the RBI Act. The RBI Act defines an NBFC under Section 45-I(f) as:

(i) a financial institution which is a company;

(ii) a non-banking institution which is a company and which has, as its principal business the receiving of
deposits, under any scheme of arrangement or in any other manner, or lending in any manner;

(iii) such other non-banking institution or class of such institutions, as the Bank may, with the previous
approval of the Central Government and by notification in the Official Gazette, specify.”

Section 45-I(c) of the RBI Act defines a “financial institution” as a non-banking institution carrying on as its
business or part of its business, amongst other activities, the financing, whether by making loans or advances or
otherwise, of any activity, other than its own. Also, Section 45-I(e) of the RBI Act defines a non-banking
institution as a company, corporation or cooperative society.

Currently, there are the following categories of NBFCs:

(i) Asset Finance Company;

(ii) Investment Company;

(iii) Loan Company;

(iv) Infrastructure Finance Company;

(v) Core Investment Company;

(vi) Infrastructure Debt Fund- Non- Banking Financial Company;

(vii) Non-Banking Financial Company - Micro Finance Institution; and

(viii) Non-Banking Financial Company - Factors

The RBI has clarified through a press release dated April 08, 1999 and by a notification dated October 19, 2006,

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that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern
as evidenced from the last audited balance sheet of the company to decide its principal business. A company will
be treated as an NBFC if its financial assets are more than 50% of its total assets (netted off by intangible assets)
and if its income from financial assets is more than 50% of the gross income. Both these tests are required to be
satisfied as the determinant factor for principal business of a company.

The RBI Act mandates that no NBFC shall commence or carry on the business of a non-banking financial
institution without obtaining a certificate of registration (“CoR”). Furthermore, such an NBFC must also have a
minimum net owned fund of ` 2 crores by March, 2017.

NBFCs which are Government companies in which not less than 51.0% of the paid up capital is held by the
Government, or by any State Government or partly by the Central Government and partly by one or more State
Governments or which is subsidiary of a Government company, have been exempted from complying with the
various parts of the RBI Act relating to maintenance of liquid assets, creation of reserve funds and the directions
relating to acceptance of public deposits and Prudential Norms except directions relating to submission of
information to the RBI in relation to change of address, directors and auditors. Our Company, being a Government
company under the Companies Act, 2013, has the benefit of such exemptions from the RBI Act and regulations.

Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 (“Prudential Norms”)

The Prudential Norms, inter alia, prescribe guidelines on income recognition, asset classification and provisioning
requirements, exposure norms, constitution of audit committee, disclosures in the balance sheet, requirement of
capital adequacy, restrictions and concentration of credits and investments applicable to NBFCs. The Prudential
Norms exempt Government companies which are not accepting or holding public deposits from the applicability
of the Prudential Norms, except for certain information requirements in relation to changes in its address, directors,
principal officers, auditors and specimen signatures of authorised persons. Instead, our Company follows the
Prudential Norms approved by its board and the MoP.

In Fiscal year 2006-07, the RBI directed our Company to submit a roadmap for compliance with RBI Prudential
Norms. Accordingly, our Company has submitted roadmaps to the RBI from time to time and, based on the
roadmaps, the RBI has given exemptions to us from the application of various RBI Prudential Norms like the
exposure norms for private sector utilities, borrower-wise asset classification in respect of Government sector
utilities (our Company had already been following borrower-wise asset classification in private sector utilities)
and the RBI allowed us to apply its Prudential Norms until March 31, 2016, as set out in the RBI letters dated July
25, 2013 and April 3, 2014.

In relation to the restructuring, rescheduling and renegotiation of loans, the RBI allowed our Company to apply
the MoP approved Prudential Norms until March 31, 2017 for transmission and distribution, renovation and
modernisation and life extension projects and also the hydro projects in Himalayan region or affected by natural
disasters. The RBI norms of restructuring will be applicable to those new project loans sanctioned to generating
companies with effect from April 1, 2015 and restructured thereafter. Loans sanctioned up to March 31, 2015 and
restructured thereafter will be regulated by MoP approved norms. However, for loans to generating companies
sanctioned up to March 31, 2015 and restructured thereafter, the provisioning requirement for restructured loans
will be as per the RBI norms, as set out in the RBI letter dated June 11, 2014 and our Company’s letter dated July
3, 2014.

NPA norms

In November 2014, RBI issued guidelines on “Revised regulatory framework for NBFCs”, under which NBFCs
have been required interalia to bring down the Non-Performing Assets (“NPA”) classification norms from 180
days to 90, over a period of three years starting from FY 2015-16 to 2017-18.

Our Company was in correspondence with RBI regarding the period from which these guidelines would be
applicable to us.

Now, RBI has advised PFC vide letter dated June 30, 2015 that all loans including the outstanding stock of loans
under consortium shall be governed by the asset classification norms as prescribed in circular dated November
10, 2014 and that the asset classification norms for new loans under consortium would be communicated by RBI
shortly.

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Classification of Infrastructure Finance Companies

An IFC is an NBFC-ND that has (i) minimum of 75% of its total assets deployed in financing the infrastructure
sector; (ii) net owned funds of ` 300 crores or above; (iii) has a minimum credit rating of ‘A’ or equivalent of
CRISIL, ICRA, CARE, Fitch or other equivalent rating agencies; (iv) has a capital to risk assets ratio (“CRAR”)
of 15% (with a minimum Tier I capital of 10%); and (v) cannot accept deposits. The following lending and
investment norms are applicable to NBFC-ND-SI’s which are IFCs:

(a) increase in lending to any single borrower by 10% of its owned fund i.e., total of 25% of its owned
funds;

(b) increase in lending to any single group of borrowers by 15% of its owned fund i.e., total of 40% of its
owned funds;

(c) increase in lending and investing in (loans/investments taken together) by 5% of its owned fund to a
single party i.e. total of 30% of its owned funds; and

(d) increase in lending and investing in (loans/investments taken together) by 10% of its owned fund to a
single group of parties i.e. total of 50% of its owned funds.

Our Company is a Government owned NBFC-ND-IFC and subject to the CRAR, rating, etc.

In regard to lending and investment norms set out above, we are compliant with the exposure norms for private
sector entities. The RBI, on April 3, 2014 has granted exemption to our Company in respect of exposure to
Government owned entities until March 31, 2016.

KYC Guidelines

The RBI has extended the Know Your Customer (“KYC”) guidelines to NBFCs and advised all NBFCs to adopt
the same with suitable modifications depending upon the activity undertaken by them and ensure that a proper
policy framework of anti-money laundering measures is put in place. The KYC policies are required to have
certain key elements, including, customer acceptance policy, customer identification procedures, monitoring of
transactions and risk management, diligence of client accounts opened by professional intermediaries, customer
due diligence and diligence of accounts of politically exposed persons, adherence to KYC guidelines and the
exercise of due diligence by persons authorised by the NBFC, including its brokers and agents. The KYC
guidelines have been revisited and revised in the context of the recommendations made by the financial action
task force on “Anti Money Laundering” (“AML”) standards and on ‘Combating Financing of Terrorism’ and the
paper issued on ‘Customer Due Diligence for NBFCs’ by the Basel Committee on Banking Supervision. NBFCs
need to have a proper policy framework on KYC and AML approved by the board of directors.

Pursuant to RBI circular bearing no. RBI/2015-16/159 and dated August 24, 2015, now all the regulated entities
are required to update the list of all individuals/entities to ensure that the name of any of the proposed customer
does not appear in the list as circulated by the RBI. Further all the banks are also required to scan all the existing
accounts to ensure that no account is held by or linked to the entities or individuals which are included in the RBI
list.

Our Company has laid down a KYC policy for both its lending and borrowing transactions. Under the KYC policy,
the company secretary of our Company is the principal officer to ensure monitoring and reporting of all the
transactions and ensuring overall compliance with regulatory guidelines on ‘Know Your Customer norms/Anti
Money Laundering standards/Combating Financing of Terrorism/obligations under the Prevention of Money
Laundering Act, 2002 (“PMLA”) issued from time to time.

Corporate Governance Guidelines

Pursuant to a RBI circulars dated May 8, 2007, July 11, 2007 and November 10, 2014, as amended, all NBFC-
NDs are required to adhere to certain corporate governance norms including constitution of an audit committee,
a nomination committee, a risk management committee and certain other norms in connection with disclosure,
transparency and connected lending.

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Private Placement Guidelines

There are specific RBI regulations applicable to NBFCs who raise securities by way of private placement. NBFCs
are permitted to issue both secured and unsecured bonds on private placement basis. There is no limit on the
number of subscribers for any unsecured issuance of bonds, however, the minimum subscription of such bonds
shall be ` 1 crore per investor and such bonds will not be treated as public deposits. For secured bonds, there is a
limit of 200 subscribers for every financial year and subscription amount of the bonds shall be less than ` 1 crore
per investor. NBFCs can only issue bonds for the use in respect of its own balance sheet and not to facilitate
resource requests of group entities, parent companies or associates.

Revitalising of Distressed Assets

The framework for revitalising distressed assets, formation of Joint Lenders Forum (“JLF”) and early recognition
of financial distress was made applicable to NBFCs in March, 2014 to enable them to take prompt steps for
resolution and fair recovery. The RBI vide its notification dated July 23, 2015 has also applied the circulars
applicable to banks with respect to Strategic Debt Restructuring Scheme (through which the lenders will become
member of JLF and will have the option of converting their debt to equity) to all NBFCs .

Norms for Excessive Interest Rates

The RBI has not provided for any ceiling on interest rates that can be charged by non-deposit taking NBFCs.
However, the RBI has issued circular on regulation of excessive interest charged by NBFC’s dated January 2,
2009, stating that they should lay out appropriate internal principles and procedures to determine interest rates
and other charges. Our Company fixes the interest rate based on the average cost of funds, the RBI’s monetary
policies, competitors’ interest rate, certain percentage of margin, other markets conditions, etc. These components
are dynamic and change from time to time. The interest rate so fixed by our Company is brought to the notice of
the borrowers.

Directions on Acquisition of NBFC

Prior written permission from the RBI is required for: (i) the takeover or acquisition of an NBFC, deposit and
non-deposit accepting whether by acquisition of shares or otherwise; (ii) the merger or amalgamation of an NBFC
with another entity or of an entity with an NBFC that would give the acquirer control of the NBFC or which would
result in acquisition or transfer of shareholding in excess of 10% of the paid up capital of the NBFC; and (iii)
mergers, amalgamations, compromises, arrangement and reconstruction of NBFCs pursuant to order by a court
or tribunal order under the Companies Act, 2013. Non-compliance of the directions could lead to adverse
regulatory action including cancellation of the certificate of registration of NBFCs.

Opening of Branch, Subsidiary or Representation Office of an NBFC Outside India

Prior approval of the RBI is required for opening of a branch, subsidiary, joint venture or representative office or
for undertaking any investment abroad by an NBFC.

Prevention of Money Laundering Act, 2002 (“PMLA”)

The PMLA was enacted to prevent money laundering and to provide for confiscation of property derived from,
and involved in, money laundering. In terms of the PMLA, every financial institution is required to maintain
record of all transactions of a specified nature and value and verify and maintain the records of the identity of all
its clients, in such a manner as may be prescribed. The PMLA also provides for power of summons, searches and
seizures to the authorities under the PMLA.

II. Companies Act

Our Company is incorporated and registered under the Companies Act, 1956 and hence governed by its provisions
and the rules made thereunder. In 2013, the Indian Parliament enacted the Companies Act, 2013 which was
notified in the official gazette on August 30, 2013. The Companies Act, 2013 has replaced the Companies Act,
1956, although some provisions have yet to be notified. The Companies Act, 2013 seeks to overhaul the
Companies Act, 1956 so as to make it more adaptable to the changing circumstances and make it comprehensive.
The Companies Act, 2013 has introduced various sections which significantly and substantially modify, repeal
and replace the entire framework of law governing Indian companies including the Company.

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III. Regulations applicable to Foreign Investment

FEMA and FDI Regulations

Foreign investment in India is governed primarily by the provisions of the FEMA and the rules, regulations and
notifications thereunder, read with the presently applicable consolidated FDI policy, effective from May 12, 2015
as issued by the DIPP vide its order no. 5(1)/2015-FC-1.

The RBI, in exercise of its powers under the FEMA, has notified the Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended (“FEMA Regulations”) to
prohibit, restrict or regulate, transfer by or issue of security to a person resident outside India.

FDI is permitted, except in certain prohibited sectors, in Indian companies either through the automatic route or
the approval route, depending upon the sector in which FDI is sought to be made. Under the automatic route, no
prior Government approval is required for the issue of securities by Indian companies/ acquisition of securities of
Indian companies, subject to the sectoral caps and other prescribed conditions. Under the approval route, prior
approval from the FIPB or RBI is required. FDI for the items/ activities that cannot be brought in under the
automatic route may be brought in through the approval route.

FDI is allowed under the automatic route up to 100% in respect of projects relating to electricity generation,
transmission and distribution, other than atomic reactor power plants. There is no limit on the project cost and the
quantum of FDI.

IV. Regulations applicable to External Commercial Borrowing

The current policy of the RBI directly relating to ECB is consolidated in the Foreign Exchange Management
(Borrowing or Lending in Foreign Exchange) Regulations, 2000, as amended from time to time and Master
Circular on External Commercial Borrowing and Trade Credits dated July 1 2015 (“ECB Guidelines”). The ECB
Guidelines state that ECB refers to commercial loans in the form of bank loans, buyers’ credit, suppliers’ credit
and securitized instruments, such as, floating rate notes and fixed rate bonds, availed from non-resident lenders
with a minimum average maturity of three years. Funds received by an Indian company from the issue of
preference shares, whether non-convertible, optionally convertible or partially convertible, or the issue of
debentures that are not mandatorily and compulsorily convertible into equity shares, are considered debt, and,
accordingly, all norms applicable to ECB (including those relating to eligible borrowers, recognised lenders,
amount and maturity and end-use stipulations) apply to such issues.

ECB can be accessed under the automatic route and the approval route. The ECB Guidelines are subject to
amendment from time to time. Pursuant to the extant ECB Guidelines issued by the RBI, NBFCs categorized as
IFCs, have been permitted to avail of an ECB, including their outstanding ECBs, up to a maximum of USD 750
million each Fiscal year, not exceeding 75% of their owned funds and must hedge 75% of their currency risk
exposure, under the automatic route subject to compliance with the norms prescribed in the extant ECB
Guidelines. However, ECBs availed by IFCs above 75% of their owned funds would require the approval of RBI
and will, therefore, be considered under the approval route. RBI has exempted our Company, vide their letter
dated September 9, 2010, from compulsory hedging of 75% of the currency risk exposure and allowed PFC to
follow own currency risk management policy.

Automatic route

Under the automatic route, ECB can be raised from internationally recognized sources such as international banks,
international capital markets, multilateral financial institutions/ regional financial institutions and Government-
owned development financial institutions, export credit agencies, suppliers of equipments, foreign collaborators
and foreign equity holders other than erstwhile overseas corporate bodies.

A foreign equity holder to be eligible as a recognized lender would require a minimum holding of paid-up equity
in the borrower company as follows: (a) for ECB up to USD 5 million - minimum paid-up equity of 25% held
directly by the lender, and (b) for ECB more than USD 5 million - minimum paid up equity of 25% held directly
by the lender and ECB liability-equity ratio not exceeding 4:1.

Further, the maximum amount of ECB which can be raised by a corporate entity other than those in the hotel,
hospital and software sectors and corporates in miscellaneous service sector, is USD 750 million or its equivalent

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during a financial year and the maturities of such ECBs are as follows: (i) ECB up to USD 20 million or its
equivalent in a financial year with minimum average maturity of three years; (ii) ECB above USD 20 million or
equivalent and up to USD 750 million or its equivalent with a minimum average maturity of five years.

As per the RBI master circular dated July 1, 2015, NBFCs set up under the automatic route will be permitted to
undertake only those activities which are permitted under the automatic route. Diversification into any other
activity would require the prior approval of FIPB. Similarly a company which has entered into an area permitted
under the FDI policy and seeks to diversify into NBFC sector subsequently would also have to ensure compliance
with the minimum capitalization norms and other regulations as applicable.

Approval route

After obtaining prior approval of the RBI, IFCs can avail ECB beyond 75% of their owned funds subject to
compliance with the norms prescribed in the extant ECB Guidelines and upon hedging of 75% of the currency
risk. However, RBI has exempted PFC, vide their letter dated September 9, 2010, from compulsory hedging of
75% of the currency risk exposure and allowed PFC to follow own currency risk management policy.

Further, after obtaining prior approval of the RBI, NBFCs can also avail ECB with minimum average maturity of
five years from multilateral financial institutions, reputable regional financial institutions, official export credit
agencies and international banks to finance import of infrastructure equipment for leasing to infrastructure
projects.

V. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The initial disclosure norms for companies accessing the capital market in equity or debt segment are
prescribed in detail in various regulations. Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Listing Regulations will consolidate and streamline the
provisions of existing listing agreements for different segments of the capital market. The Listing Regulations
have been sub-divided into two parts viz. (a) substantive provisions incorporated in the main body of Listing
Regulations; and (b) procedural requirements in the form of Schedules to the Listing Regulations. The main
features of the Listing Regulations, include, inter alia (i) principles for providing the periodic disclosures by
listed entities in line with International Organization of Securities Commission and the principles for corporate
governance in line with the principles of Organization for Economic and Co-operation Development; (ii)
obligations for all the listed entities for appointing common compliance officer and filings on electronic
platform; (iii) obligations with respect to specific types of securities; (iv) alignment of related provisions and
providing the same at a common place; (v) aligning the provisions of the Listing Regulations in line with those
of the Companies Act, 2013; (vi) incorporation of pre-listing requirements in SEBI Debt Regulations and SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2009; (vii) responsibility being given to the Stock
Exchanges for monitoring of compliance of the provisions of the Listing Regulations and to take action for
non-compliance; (viii) prescribing of a shortened version of the Listing Agreement for signing by the
companies who are getting their securities listed on the Stock Exchanges. Existing listed entities will be
required to sign the shortened version within six months of the notification of the regulations. The Listing
Regulations has been notified on September 2, 2015 by SEBI vide its Notification No. SEBI/LAD-
NRO/GN/2015-16/013, after following the consultation process. A time period of ninety days has been given
for implementing the Listing Regulations. However, two of the provisions of the Listing Agreement i.e. (i)
pertaining to passing of ordinary resolution instead of special resolution in case of all material related party
transactions subject to related parties abstaining from voting on such resolutions and (ii) re-classification of
promoters as public shareholders under various circumstances, are applicable with immediate effect. The
Company being a listed entity, have both their equity and debt listed will be required to comply with the Listing
Regulations.

VI. Legislative framework for recovery of debts

Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (the
“Securitisation Act”)

The Securitisation Act provides the powers of seize and desist to banks and financial institutions including PFIs,
and grants certain special rights to them to enforce their security interests. Further, the Securitisation Act provides
that a secured creditor may, in respect of non-performing loans, give notice in writing to the borrower requiring
it to discharge its liabilities within 60 days, failing which the secured creditor may take possession of the assets

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constituting the security for the loan, and exercise management rights in relation thereto, including the right to
sell or otherwise dispose of the assets. However, enforcement rights under the Securitisation Act have not yet
been made applicable to systemically important NBFCs although there is a proposal in the Government to do so.
Accordingly, our Company does not as of yet enjoy benefits under the Securitisation Act.

Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (“Debts Recovery Act”)

The Debts Recovery Act provides for establishment of Debt Recovery Tribunals for expeditious adjudication and
recovery of debts due to any bank or PFI or to a consortium of banks and PFIs. Under the Debts Recovery Act,
the procedures for recoveries of debt have been simplified and time frames have been fixed for speedy disposal
of cases.

VII. Labour Laws

Our Company is required to comply with various labour laws, including the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, Payment of Gratuity Act, 1972, the Minimum Wages Act, 1948, the Contract
Labour (Regulation And Abolition) Act, 1970, Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Shops and Establishments legislations in various states.

VIII. Laws Relating To Intellectual Property

In India, trademarks enjoy protection both statutory and under common law. The Trademarks Act, 1999 as
amended from time to time (“Trademarks Act”) and the Copyright Act, 1957 as amended from time to time
amongst others govern the law in relation to intellectual property, including brand names, trade names and service
marks and research works. The Trademark Act governs the statutory protection of trademarks in India. The
Trademarks Act governs the registration, acquisition, transfer and infringement of trademarks and remedies
available to a registered proprietor or user of a trademark. The registration of a trademark is valid for a period of
10 years, and can be renewed in accordance with the specified procedure.

IX. Tax Laws

Income Tax Act, 1961

Income Tax Act, 1961, as amended from time to time, is applicable to every domestic and foreign company whose
income is taxable depending upon its ‘residential status’ and ‘type of income’ involved.

Wealth Tax

Wealth tax is payable on net wealth at the rate of 1% by which net wealth exceeds ` 30 Lakhs. The Finance Bill,
2015 proposes to abolish wealth tax entirely.

Service Tax

Service tax is charged on taxable services which requires a service recipient to pay such tax to the Government.

Value Added Tax, 2005

Value Added Tax (VAT) is charged by laws enacted by each State on sale of goods affected in the relevant States.
VAT is a multi-point levy on each of the entities in the supply chain with the facility of set-off of input tax that
is the tax paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer.
Only the value addition in the hands of each of the entities is subject to tax. VAT is not chargeable on the value
of services which do not involve a transfer of goods. Periodical returns are required to be filed with the VAT
Department of the respective States by our Company.

Central Sales Tax Act, 1956 (“CST Act”)

In accordance with the Central Sales Tax Act, 1956, as amended from time to time every dealer registered under
the CST Act is required to furnish a return as required by the State sale tax laws of the assessing authority together
with treasury challan or bank receipt in token of the payment of taxes due.

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Foreign Tax Account Compliance Act (“FATCA”)

FATCA is a new chapter in the U.S. Internal Revenue Code. FATCA is one of the most extensive tax information
reporting regimes created by the U.S. Internal Revenue Service (“IRS”) and U.S. Treasury with objective to
address perceived abuses by US taxpayers with respect to assets held offshore, away from the USA. FATCA
requires Foreign Financial Institutions (“FFI”) to identify, classify and report U.S. accounts and Passive Non-
financial foreign entities (“NFFEs”) to report substantial U.S. owners or certify no U.S. ownership.

On July 9, 2015, India signed Model 1 Inter-Governmental Agreement (“IGA”) with the US IRS for
implementation of FATCA. Section 285BA of the Income Tax Act was amended by the Finance (No.2) Act 2014
to require prescribed reporting financial institutions to register, identify accounts held by reportable persons and
to report to the Indian tax authorities. The CBDT vide Notification dated August 7, 2015 notified the Income–Tax
(11th Amendment) Rules, 2015 (the “Income Tax Rules”) to provide for registration of persons, due diligence,
maintenance of information, and for matters relating to statement of reportable accounts. RBI vide its Circular
dated 28th August, 2015 has issued instructions to all the concerned financial institutions to take steps for
complying with the reporting requirement under FATCA and Common Reporting Standards (“CSR”). Further on
August 31, 2015, RBI has also issued instructions for compliance of Guidance Note on implementation of
reporting requirements under Rules 114F to 114H of the Income Tax Rules, as issued by Department of Revenue,
Ministry of Finance on 31st August, 2015, under which all the financial institutions based on the guidance notes
are required to determine whether it is a “reporting financial institution” or not.

Our Company does not fall within the definition of the “Financial Institution” as given in Rule 114F (3) of Income
Tax Rules, 1962 and para 1(g) of Article 1 of the signed IGA agreement.

Further Indian institutions are generally not required to withhold tax as per section 285A of the Act and the IGA
signed with USA. In case any withholding or deduction is required pursuant to section 1471 through 1474 of the
US Internal Revenue Code of 1986, any regulation or agreements there under, official interpretations thereof, or
any law implementing an intergovernmental approach thereto, our Company shall make such FATCA deduction
and shall not be liable to compensate, reimburse, indemnify or otherwise make any payment whatsoever directly
or indirectly in respect of such FATCA deduction.

This is not a complete analysis or listing of all potential tax consequences of FATCA. Investors should consult
their own tax advisers to obtain a more detailed explanation of FATCA and how FATCA may affect them.

Please also refer to the section titled “Risk Factors - Risks relating to any international regulations, FATCA,
taxation rules may apply on the RFPIs/NRIs and other foreign entities as the Issue may be marketed to RFPIs,
and NRIs” on page 45.

GOVERNMENTAL REGISTRATIONS & APPROVALS OBTAINED BY OUR COMPANY

Our Company has obtained the following registrations and approvals:

1. PAN No. AAACP1570H allotted by the Income Tax Department.

2. Service Tax Registration for Delhi office, having registration no. AAACP1570HST001.

3. Registration to carry on the business of NBFC and classified as Infrastructure Finance Company having
registration no. B-14.00004 on July 28, 2010.

4. Registration under Delhi Value Added Tax for Delhi office, having registration no. 07863002828.

5. Registration under Maharashtra Value Added Tax for Delhi office, having registration no. 27620014060V.

6. Registration under Maharashtra State Tax on Professions, Trade, Callings and Employment Act, 1975 for
Mumbai office, having registration no. 27620014060P and 99241694479.

7. Registration under Rajasthan Value Added Tax for Delhi office, having registration no. 08641608994.

8. Registration under Central Sales Tax Act, 1956 for Rajasthan office, having registration no. 08641608994.

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9. Approval of Gratuity Fund under Income Tax Act, having reference no. CIT-III/G.F./D/ 95-96/172.

10. Registration under Indian Trade Unions Act, 1926 of PFC Employees Union with reference no. 4153.

11. Registration in Class 36 of the PFC logo under Trademarks Act, 1999, having Trademark No. 1758496
and Certificate of Registration No. 934501.

12. Registration in Class 41 of the PFC logo under Trademarks Act, 1999, having Trademark No. 1758495
and Certificate of Registration No. 934516.

13. Registration in Class 42 of the PFC logo under Trademarks Act, 1999, having Trademark No. 1758497
and Certificate of Registration No. 936176.

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HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company,
registered with the RoC, National Territory of Delhi & Haryana, and received the certificate for commencement
of business on December 31, 1987. Our Company was incorporated as a financial institution to finance, facilitate
and promote India’s power sector development and was notified as a public financial institution under Section
4A of the Companies Act (equivalent of Section 2(72) of the Companies Act, 2013) on August 31, 1990.

For details in relation to our business activities and investments, see the section titled “Our Business” on page
112.

Changes in Registered Office

At the time of incorporation, the registered office of our Company was situated at Room No. 627, Shram Shakti
Bhawan, Rafi Marg, New Delhi - 110 001, India. Subsequently, the registered office of our Company was shifted
to Chandralok, 36, Janpath, New Delhi 110 001, India on March 25, 1988 and to “Urjanidhi”, 1 Barakhamba
Lane, Connaught Place, New Delhi – 110 001, India, on September 23, 2006.

Major events

Year Event
1986  Incorporation of our Company.
1987  Certificate of commencement of business received.
1988  Commencement of lending activities;
 Evolution of broad operational policies identifying priority areas for providing financial
assistance; and
 Formulation of short term, medium term and long-term strategies for operations.
1989  Provided first guarantee to M/s Mitsui and Company, Japan, for payment of principal for
Rupees equivalent to Japanese Yen 27.39 billion for supplier credit made available to Uttar
Pradesh State Electricity Board for setting up of the 1,000 MW Anpara B thermal power
project.
1990  Declared as a PFI under Section 4A of Companies Act, 1956.
1991  Conferred with a license to deal in foreign exchange in the power sector.
1992  Project on energy management consultation and training made operational with the objective
to bring about improvement in the efficiency of the energy supply component of the power
sector with the help of USAID.
1993  First MoU with GoI in relation to operational targets and rated excellent on the basis of all
round performance for the same.
1994  Company declared maiden dividend to the GoI.
1996  Started funding private sector power projects.
1998  Registered as a NBFC;
 Declared a Mini Ratna (Category I); and
 Promoted PTC India Limited as joint venture with National Thermal Power Corporation
Limited and Power Grid Corporation of India Limited.
1999  Launched consultancy services for both state owned and private power utilities in the power
and financial sectors.
2006  Set up five subsidiary companies for developing UMPPs; and
 Our disbursement crossed ` 10,000 crores.
2007  Incorporation of four new subsidiary companies, two for developing UMPPs and two for
developing ITPs;
 Listing of our Equity Shares on the Stock Exchanges; and
 Declared a Navratna PSU on June 22, 2007.
2008  Appointed as nodal agency for APDRP;

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Year Event
 Our SPV, Coastal Gujarat Power Limited for Mundra UMPP in Gujarat was transferred to
Tata Power Company Limited on April 22, 2007;
 Our SPVs, Sasan Power Limited for Sasan UMPP in Madhya Pradesh and Coastal Andhra
Power Limited for Krishnapatnam UMPP in Andhra Pradesh were transferred to Reliance
Power Limited on August 7, 2007 and January 29, 2008 respectively;
 Launch of R-APDRP programme;
 Incorporation of a new subsidiary, namely PFC Consulting Limited for undertaking
consultancy assignments under the power sector; and
 Incorporation of a new subsidiary, namely Power Equity Capital Advisors Private Limited.
2009  Our SPV, Jharkhand Integrated Power Limited was established for the Tilaiya UMPP,
transferred to Reliance Power Limited on February 12, 2009;
 PFCCL appointed as the bid process coordinator for independent transmission projects; and
 Our Company featured in the list of top 500 Global Financial Brands 2009.
2010  Received ISO 9001:2008 certification; and
 Registered with the RBI as an IFC.

2011  Incorporation of a new subsidiary, namely PFC Capital Advisory Services Limited;
 Incorporation of a new subsidiary, namely PFC Green Energy Limited;
 Public issue of long term infrastructure bonds for Fiscal 2010-2011;
 Further public offering of Equity Shares of our Company;
 Public issue of tax-free bonds for Fiscal 2011-12; and
 Public issue of long term infrastructure bonds for Fiscal 2011-2012.
.
2012  Incorporation of a new subsidiary, namely Deoghar Mega Power Limited on April 26, 2012,
for the development of UMPP;
 PFCCL transferred its wholly owned subsidiary namely Nagapattinam-Madhugiri
Transmission Company Limited to Power Grid Corporation of India Limited on March 29,
2012;
 Public issue of tax-free bonds for Fiscal 2012-13.

2013  Public issue of tax-free bonds for Fiscal 2013-14.


2014  Incorporation of a new subsidiary, namely Odisha Infra Power Limited on January 23, 2014,
for the development of UMPP;
 Incorporation of a new subsidiary, namely Cheyyur Infra Limited on January 21, 2014, for
the development of UMPP.
2015  Incorporation of 2 new subsidiaries, namely Deoghar Infra Limited & Bihar Infrapower
Limited on June 30, 2015, for the development of UMPP;
 Incorporation of a new subsidiary, namely Bihar Mega Power Limited on July 9, 2015, for
the development of UMPP.

Awards and Recognitions

Our Company was conferred with the ‘Mini Ratna’ (Category – I) status in the year 1998. On June 22, 2007, our
Company was notified as a Navratna company by the GoI.

Our Company has been signing MoU with MoP since 1993-94 and has been consistently rated as “Excellent” in
the years except for the year 2004-05 when we were rated as “Very Good”.

Our Company has received the following awards in the recent past:

 “India’s Top PSU Award 2015” in the category of Financial Institution, NBFC and Financial Services
organized by Dun & Bradstreet on July 23, 2015.

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 “India Pride Award” for the year 2014-15 in the category of “Best Performing Financial Sector
Government NBFC” from Mr. Arun Jaitley, Hon’ble Union Minister of Finance, Corporate Affairs and
Information & Broadcasting on June 04, 2015
 “Dun & Bradstreet Corporate Award 2015” in the category of “FIs/NBFCs/ Financial Services
Infrastructure Finance Company” on May 13, 2015.
 “News Ink Legend PSU Shining Awards 2014” in the category of “Non-Banking Financing
Organization” from Mr. Kaptan Singh Solanki, Hon’ble Governor of Haryana on April 27, 2015.
 “DSIJ 2015 Award” in the category of “Navratna PSU of the year-Non Manufacturing” from General
(Rtd) V K Singh, Hon’ble Union Minister of State (I/C) for Statistics and Programme Implementation
on March 23, 2015.
 “NIB Award 2015” first prize in House Journal category. Miss Meenu Gupta, DGM (Rajbhasha),PFC &
Mr. S. S. Rao, DGM (PR), PFC received this award from Hon’ble Chief Minister, Kerala, Mr. Oomen
Chandy in a function organized by Ernakulam Press Club” and “Public Relation Council of India”.
February 21, 2015
 “CBIP Award 2015” in the category of “Best Power Financing Company” from Hon’ble Union Minister of
State for Water Resources, River Development and Ganga Rejuvenation, Pof. Sanwar Lal Jat on January 1,
2015.
 “EPC World Award 2014” in the category of “Outstanding Contribution in Infrastructure Finance” from
Hon’ble Union Minister of State for Steel & Mines, Mr. Vishnu Deo Sai on December 18, 2014.
 “Enertia Award 2014” in the category of “Best Power Sector Financing Company”from Hon’ble Member of
Parliament (Lok Sabha),Ms Darshana Jardosh on November 27, 2014.
 “Indira Gandhi Rajbhasha Puraskar” first prize for the year 2013-14 in “Public Sector category” from
Hon’ble President of India, Mr. Pranab Mukherjee on November 15, 2014.
 “SCOPE Gold Trophy” for the year 2012-13 in the category of “Best Managed Bank, Financial Institution
or Insurance Company” from Hon’ble President of India, Mr. Pranab Mukherjee on November 05, 2014.
 “Dun & Bradstreet Award 2014” in the category of “Infrastructure Finance Company” from Mr. Shankar
Aggarwal, Secretary to GoI, Ministry of Urban Development, GoI on October 30, 2014.
 “DSIJ PSU Award 2013” in the category of “Best Value Creating Navratna of the year” from Mr. T. K. A.
Nair, Advisor to Hon’ble Prime Minister of India and Padmashri Dr. Pritam Singh, Director General,
International Management Institute on April 02, 2014.
 “India Pride Award” for the year 2013-14 in the category of “Financial Sector Government NBFC” from
Hon’ble Union Minister of HRD, Mr. M. M. Pallam Raju on December 19, 2013.
 “India Power Award 2013” in the category of “Outstanding and Noteworthy Accomplishments in the Sector”
on November 22, 2013.
 “Enertia Award 2013” in the category of “Best Power Sector Financing Company” on November 22, 2013.
 “Performance Excellence Award” for the year 2011-12 from Indian Institution of Industrial Engineering,
Mumbai on June 21, 2013.
 “India Pride Award” for the year 2012-13 in the category of “Special Recognition for Contribution in Power
Distribution” from Hon’ble Union Minister of Petroleum & Natural Gas, Dr M. VeerappaMoily on January
28, 2013.
 Dalal Street Investor Journal PSU Award 2012 in the category of Mighty Masters – Largest Balance sheet
and Topline non – manufacturing Navratna.
 Dainik Bhaskar India Pride PSU award 2012-13 in the category of special recognition for contribution in
power distribution.
 JGBS- Top Rankers Excellence Award in the category of Best Organisation of the Year by Top Rankers.
 ICC PSE Excellence Award 2012 in the category of Best Human Resource Management by Indian Chamber
of Commerce in Association with DPE, GoI.
 India Power Award 2012 in the Category of Large Financial Institution by Council of Power Utilities.
 Enertia Award 2012 in the category of Best Power Financial Institution. Further Dun & Bradstreet PSU
Award 2012 in the Non- Banking Financial Company Category.
 Our former CMD Mr. Satnam Singh, was conferred with Leading Energy Personality – Finance Award by
Council of Power utilities.

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 “Dun & Bradstreet PSU Award 2012” in the NBFC category on May 28, 2012;
 “SCOPE Gold Trophy” in the category of “Best Managed Bank, Financial Institution or Insurance
Company” for the year 2010-2011 on April 13, 2012;
 “4th KPMG Infrastructure Today Award 2011” in the category of “Special Recognition for Contribution to
the Power Sector over 25 years” on December 9, 2011;
 “India’s Pride PSU Award 2011” by Dainik Bhaskar and DNA Newspapers on October 21, 2011;
 “Gentle Giant - the Largest Navratna (Non-Manufacturing)” award at the 3rd DSIJ PSU Awards on April
21, 2011;
 “SCOPE Commendation Certificate” in the category of “Best Managed Bank, Financial Institution or
Insurance Company” for the year 2009-2010 on April 11, 2011;
 “Global HR Excellence Award” in the category of “Institution Building Award” during the World HR
Congress 2011 on February 11, 2011;
 “Heavy Weight Navaratna Award (Non Manufacturing)” and the “Fastest Growing among Navaratna” at
the 2nd PSU Awards 2010;
 “3rd KPMG Infrastructure Today Award 2010” in the category of “Most Admired Central Entity in power
Sector”;
 “India Power Award 2010” for the “Integrated Development of Power and Associated Sector” by Council
of Power Utilities on November 11, 2010;
 “ICT for India Award” for excellence in performance for R-APDRP during the “Digital Inclusion Day”
organised by SKOCH Consultancy and Department of Information and Technology, GoI, on September 22,
2010;
 “Asia Pacific HRM award” for leading HR Practices in “Learning & Human Capital Development” during
the Asia Pacific HRM Congress on September 3, 2010;
 “India’s Pride Award 2010” in the category of “Financial Catalyst of the year” by Dainik Bhaskar.

Our Main Objects

Our main objects, as contained in Clause III A of our Memorandum of Association are:

 To finance power projects, in particular thermal and hydroelectric projects;


 To finance power transmission and distribution works;
 To finance renovation and modernization of power plants aimed at improving availability and performance
of such plants;
 To finance system improvement and energy conservation schemes;
 To finance maintenance and repair of capital equipment including facilities for repair of such equipment,
training of engineers and operating and other personnel employed in generation, transmission and
distribution of power;
 To finance survey and investigation of power projects;
 To finance studies, schemes, experiments and research activities associated with various aspects of
technology in power development and supply;
 To finance promotion and development of other energy sources including alternate and renewable energy
sources;
 To promote, organize or carry on consultancy services in the related activities of the Company;
 To finance manufacturing of capital equipment required in power sector; and
 To finance and to provide assistance for those activities having a forward and backward linkage, for the
power projects, including but not limited to, such as development of coal and other mining activities for use
as a fuel in power project, development of other fuel supply arrangements for power sector, electrification of
railway lines, laying of railway lines, roads, bridges, ports and harbours, and to meet such other enabling
infrastructure facilities that may be required.

The main objects clause and the objects incidental or ancillary to the main objects of our Memorandum of
Association enable us to undertake our existing activities and the activities for which the funds are being raised
through this Issue.

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Changes in our Memorandum of Association

Since our incorporation, the following changes have been made to our Memorandum of Association:

Date of amendment Details


January 18, 1991 Increase in authorized share capital of our Company from ` 1,000 crores comprising
of 1,00,00,000 shares of ` 1,000 each to ` 2,000 crores comprising of 2,00,00,000
shares of ` 1,000 each.
October 30, 2001 Alteration in the objects clause of the Memorandum of Association by insertion of
clause 10 and clause 11 immediately after the existing clause 9. The clauses read as
follows: “10. To finance manufacturing of capital equipment required in power sector.
11. To finance and to provide assistance for those activities having a forward and
backward linkage, for the power projects, including but not limited to, such as
development of coal and other mining activities for use as a fuel in power project,
development of other fuel supply arrangements for power sector, electrification of
railway lines, laying of railway lines, roads, bridges, ports and harbours and to meet
such other enabling infrastructure facilities that may be required.”
September 26, 2002 Amendment in clause 5 of the Memorandum of Association altering the authorised
capital of our Company to ` 2,000 crore divided into 2,00,00,00,000 shares of ` 10
each on account of sub-division of face value of equity shares from ` 1,000 each to `
10 each.
September 13, 2006 Amendment in clause 3 of the objects incidental or ancillary to the attainment of the
main objects clause. The words “with the previous consent of the President of India”
were deleted in the clause and the amended clause reads as follows: “To borrow, for
purposes of our Company, foreign currency or to obtain foreign lines of credit
including commercial loans from any bank or financial institution or Government/
authority in India or abroad.”

Holding company

We do not have a holding company.

Our Subsidiaries

As on date of this Draft Shelf Prospectus, our Company has 18 wholly owned Subsidiaries, the details of which
are as follows:

A. PFC Consulting Limited (“PFCCL”)

PFCCL is a wholly owned subsidiary of our Company. PFCCL was incorporated on March 25, 2008 under the
Companies Act, 1956 with an authorized share capital of ` 5,00,000 divided into 50,000 equity shares of ` 10
each. The Corporate Identification Number of PFCCL is U74140DL2008GOI175858. The registered office of
PFCCL is located at First Floor, “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi - 110 001, India.
PFCCL has been incorporated to carry on, promote and organize consultancy services related to the power sector.
Presently, the consultancy services being undertaken by PFCCL comprise of assignments from state power
utilities, licensees/ IPPs, State Government, PSUs and state electricity regulatory commissions. As on date of this
Draft Shelf Prospectus, our Company (including its nominees) holds 100% of the issued and paid up equity capital
of PFCCL.

The total income achieved by PFCCL during the FY 2014-15 is ` 49.40 crores and the net profit earned is ` 21.70
crores.

B. PFC Green Energy Limited (“PFCGEL”)

PFCGEL is a wholly owned subsidiary of our Company. Initially named Power Finance Corporation Green
Energy Limited, PFCGEL was incorporated on March 30, 2011 under the Companies Act, 1956 and a fresh
certificate of incorporation, consequent upon change of name of Company, was issued on July 21, 2011. The
Corporate Identification Number of PFCGEL is U65923DL2011GOI216796. PFCGEL was incorporated with an

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authorized share capital of ` 12,00,00,00,000 divided into 1,00,00,00,000 equity shares of ` 10 each and
20,00,00,000 fully convertible preference shares of ` 10 each. The subscribed share capital of PFCGEL is `
3,00,00,00,000, divided into 10 crore equity shares of ` 10 each and 20 crore preference shares of `10 each. The
registered office of PFCGEL is located at “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi-110
001, India. PFCGEL has registered itself as a Non Banking Financial Company (NBFC) with the Reserve Bank
of India and is dedicated for renewable energy projects such as wind, solar, bio mass, hydro etc. As on date of this
Draft Shelf Prospectus, our Company (including its nominees) hold 100% of the issued and paid up equity capital
of PFCGEL.

PFCGEL has taken steps to increase its business in the Renewable energy sector and it has signed a MoU with
Indian Renewable Energy Development Agency Ltd and with PTC Financial Services Limited on May 21, 2014
and September 10, 2014 respectively to jointly finance renewable energy projects.

For the FY 2015-16, PFCGEL has signed a Memorandum of Undertaking with PFC with sanction and
disbursement targets of ` 800 crores and ` 275 crores respectively, after deliberations with MoU Task Force
constituted under the auspices of Department of Public Enterprises.

During the FY 2014-15, PFCGEL has been conferred with ‘SouryaUrjaPuraskar 2014' of ‘Innovative Sourya Urja
Financier of the Year’ for the year 2013-14.

The total income achieved by PFCGEL during the FY 2014-15 is ` 33.65 crores and the net profit earned is `
18.91 crores.

C. PFC Capital Advisory Services Limited (“PFCCAS”)

PFCCAS is a wholly owned subsidiary of our Company. PFCCAS was incorporated on July 18, 2011 under the
Companies Act, 1956, to focus on sectoral requirements for financial advisory services, including syndication
services. The Corporate Identification Number of PFCCAS is U74140DL2011GOI222484. PFCCAS has an
authorized share capital of ` 1,00,00,000 and a paid up share capital of ` 10,00,000. The registered office of
PFCCAS is located at “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi - 110 001, India. PFCCAS
has carried out syndication activities for various projects including with members of the Power Lenders Club, a
group of banks and financial institutions that work together to provide financing for large projects in the Indian
power sector. The PFCCAS team intends to continue to target debt syndication opportunities in the power sector
since the technical expertise, industry experience along with project appraisal capabilities as well as relationship
with commercial banks and other financial institutions enable timely financial closure for the projects. PFCCAS
has been registered with SEBI to act as a Debenture Trustee and Investment Adviser. As on date of this Draft
Shelf Prospectus, our Company (including its nominees) holds 100% of the issued and paid-up equity capital of
PFCCAS.

The total income achieved by PFCCAS during the FY 2014-15 is ` 4.85 crores and the net profit earned is ` 1.85
crores.

Further, the Board of Directors of our Company at its meeting held on May 28, 2015, has approved merger of
PFCCAS with PFCCL subject to regulatory and other compliances.

D. Power Equity Capital Advisors Private Limited (“PECAP”)

PECAP was incorporated on March 25, 2008 under the Companies Act, 1956 with an authorized share capital of
` 10,00,000 divided into 1,00,000 equity shares of ` 10 each. The Corporate Identification Number of PECAP is
U65100DL2008PTC175845. The registered office of PECAP is located at First Floor, “Urjanidhi”, 1,
Barakhamba Lane, Connaught Place, New Delhi 110 001, India. PECAP has been incorporated to provide
advisory services pertaining to equity investments in the Indian power sector. Our Company has acquired 70%
stake in PECAP on October 11, 2011 in addition to the 30% stake in PECAP already held by our Company.
Therefore, as on date of this Draft Shelf Prospectus, our Company holds 100% of the issued and paid up equity
capital of PECAP and PECAP has become wholly owned subsidiary of our Company.

PECAP has not been able to transact any business due to lack of business proposals even after its acquisition by
our Company. Our Company has sought an approval from MoP for dissolving and getting the name of our
Company struck off from the records of RoC under the provisions of Section 560 of the Companies Act., 1956
Such approval from MoP is awaited.

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A. Subsidiaries incorporated under the programmes of GoI

(I) Subsidiaries incorporated under the Ultra Mega Power Project Program

The GoI has appointed our Company as the nodal agency to facilitate the development and construction of
potential UMPPs in India, which are mega super thermal power projects with a contracted capacity of 4,000 MW
or more. These UMPPs involve economies of large scale based on large generation capacities based at a single
location, utilize super critical technology to reduce emissions, and potentially have lower tariff costs for electricity
generated as a result of these factors and as a result of the tariff being based on international competitive bidding
processes adopted for the selection of developers. So far, 16 such UMPPs have been identified, and are proposed
to be located in the states of Andhra Pradesh, Bihar, Chhattisgarh, Gujarat (two), Jharkhand (two), Karnataka,
Madhya Pradesh, Maharashtra, Odisha (three), Tamil Nadu (two) and Uttar Pradesh.

As of July 30, 2015, our Company incorporated a total of 18 wholly-owned SPVs for the UMPPs. Out of these,
14 SPVs were incorporated to undertake preliminary site investigation activities and obtain appropriate regulatory
and other approvals (including for water, the environment) necessary to conduct the bidding process for these
projects. These SPVs would be eventually transferred to successful bidder(s) selected through a tariff based
international competitive bidding process in accordance with the guidelines notified by MoP under section 63 of
Electricity Act, 2003. The successful bidders are then expected to develop and implement these projects. Four
additional SPVs were incorporated for holding the land for Cheyyur UMPP in Tamil Nadu and for holding the
land and coal blocks for Odisha UMPP, Deoghar UMPP in Jharkhand and Bihar UMPP. These SPVs would be
transferred to the respective procurers of power from these projects. All such SPVs/ subsidiaries have been
incorporated under the Companies Act, 1956 or Companies Act, 2013, as applicable, with an authorized share
capital of ` 5,00,000 each divided into 50,000 equity shares of ` 10 each. The registered office of all such SPVs/
subsidiaries is located at First Floor, “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi - 110 001,
India.

Out of the aforesaid 14 SPVs, Coastal Gujarat Power Limited for Mundra UMPP in Gujarat, Sasan Power Limited
for Sasan UMPP in Madhya Pradesh, Coastal Andhra Power Limited for Krishnapatnam UMPP in Andhra
Pradesh and Jharkhand Integrated Power Limited for Tilaiya UMPP in Jharkhand have been transferred to the
successful bidders.

The Government of Andhra Pradesh has decided not to proceed further with the previously identified 2 nd UMPP
in Andhra Pradesh and in view of the same it has been decided by the Ministry of Power to close the SPV and
action has been initiated to wind up the SPV / strike off the name of SPV from the records of RoC.

As of July 30, 2015, the names of the SPVs that have been incorporated by us as wholly owned subsidiaries are
mentioned herein below.

S. Name of the SPV/ Subsidiary Date of


No. incorporation
1. Chhattisgarh Surguja Power Limited (formerly known as Akaltara Power February 10, 2006
Limited)
2. Coastal Karnataka Power Limited February 10, 2006
3. Coastal Maharashtra Mega Power Limited March 1, 2006
4. Orissa Integrated Power Limited August 24, 2006
5. Coastal Tamil Nadu Power Limited January 9, 2007
6. Sakhigopal Integrated Power Company Limited May 21, 2008
7. Ghogarpalli Integrated Power Company Limited May 22, 2008
8. Tatiya Andhra Mega Power Limited April 17, 2009
9. Deoghar Mega Power Limited April 26, 2012
10. Odisha Infra Power Limited January 23, 2014
11. Cheyyur Infra Limited January 21, 2014
12. Deogarh Infra Limited June 30, 2015
13. Bihar Infra Power Limited June 30, 2015
14. Bihar Mega Power Limited July 9, 2015

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Our Company, (including its nominees), holds 100% of the issued and paid up equity share capital of the aforesaid
thirteen SPVs/ subsidiaries.

(II) Subsidiaries incorporated under the Independent Transmission Projects Program

The MoP has initiated the tariff based competitive bidding process for the development of transmission systems through
private sector participation. For further details on ITPs, see the section titled “Our Business” on page 112. We and our
subsidiary PFCCL have been nominated as a bid process coordinator by the MoP for the development of certain ITPs.

So far 18 SPVs, 2 by PFC and 16 by PFCCL have been incorporated to, among other things, undertake preliminary
survey work, identification of route, preparation of survey report, initiation of process of land acquisition, initiation of
process of seeking forest clearance, as and where required and for conducting the bid process. All such SPVs/
subsidiaries were incorporated under the Companies Act, 1956 or Companies Act, 2013, as applicable, with an
authorized share capital of ` 5,00,000 each divided into 50,000 equity shares of ` 10 each. The registered office of all
such SPVs/ subsidiaries is located at First Floor, “Urjanidhi”, 1, Barakhamba Lane, Connaught Place, New Delhi - 110
001, India.

Of the SPVs incorporated by our Company, East North Interconnections Company Limited was transferred to the
successful bidder, namely Sterlite Technologies Limited on March 31, 2010 and Bokaro-Kodarma Maithon
Transmission Company Limited was liquidated in December 2010.

PFCCL was nominated as the ‘Bid Process Coordinator’ for ITPs by MoP for selection of developers for ITPs.
Eight SPVs have been transferred by PFCCL to the successful bidders on the dates indicated below:

S.No. Name of SPV Successful Bidder Date of Transfer

1. Jabalpur Transmission Company Sterlite Transmission Projects Private March 31, 2011
Limited (“JTCL”) Limited

2. Bhopal Dhule Transmission Company Sterlite Transmission Projects Private March 31, 2011
Limited (“BDTCL”) Limited

3. Nagapattinam Madhugiri Power Grid Corporation of India March 29, 2012


Transmission Company Limited Limited
(“NMTCL”)

4. Purulia & Kharagpur Transmission Sterlite Grid Limited November 13, 2013
Company Limited

5. Patran Transmission Company Techno and Electric Engineering December 9, 2013


Limited Company Limited

6. Darbhanga - Motihari Transmission Essel Infraprojects Limited December 10, 2013


Company Limited

7. RAPP Transmission Company Sterlite Grid Limited March 12, 2014


Limited

8. DGEN Transmission Company Instalaciones Inabensa, S.A., Spain March 17, 2015
Limited

The LoI for Chhattisgarh-WR Transmission Limited, Sipat Transmission Limited and Raipur- Rajnandgaon-Warora
Transmission Limited have been issued to M/s Adani Power Ltd on July 28, 2015.

Further, PFCCL incorporated South - Central East Delhi Power Transmission Ltd. in 2015 for the Delhi Government.

The registered office of all our Subsidiaries is siutated at Company owned premises at “Urjanidhi”, 1, Barakhamba

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Lane, Connaught Place, New Delhi - 110 001, India, for which neither our Company charges any rent nor does it have
any lease or licence agreements with the Subsidiaries.

Joint Ventures and Investments

As on date of this Draft Shelf Prospectus, the following are the details of our joint ventures and investments:

Joint Ventures

We have entered into two joint venture arrangements, pursuant to which the following joint venture companies
have been incorporated:

(A) National Power Exchange Limited

On September 3, 2008, our Company entered into a joint venture agreement with NTPC, NHPC and Tata
Consultancy Services Limited (“TCS”) for incorporation of NPEL (“NPEL JVA”) to operate a power exchange
at the national level and to facilitate, promote, assist, regulate and manage dealings in power. Consequently, NPEL
was incorporated as a public limited company under the Companies Act, 1956 on December 11, 2008, with an
authorized share capital of ` 50,00,00,000. The registered office of NPEL is located at Scope Complex, 7,
Institutional Area, Lodhi Road, New Delhi – 110 003, India. As of March 31, 2015 our Company holds 16.66%
of the paid up share capital of NPEL. NTPC and NHPC had expressed their intention to exit from NPEL and
based on the recommendations of the group of promoters of NPEL in March, 2014, the board of Directors of
NPEL has decided for voluntary winding up of NPEL. The process of winding up is under process.

(B) Energy Efficiency Services Limited

We have entered into a joint venture agreement with NTPC, PGCIL and Rural Electrification Corporation Limited
on November 19, 2009 for incorporation of EESL as an implementation arm of the National Mission of Enhanced
Energy Efficiency, which is a part of the National Action Plan on Climate Change.

EESL was incorporated as a public limited company on December 10, 2009 under the Companies Act, 1956 with
the registered office located at 4th Floor, SewaBhawan, R. K. Puram, New Delhi – 110066, India. EESL is
authorized to engage in the business of carrying on and promoting the implementation of energy efficiency
projects in India and abroad. The authorized share capital of EESL is ` 1,90,00,00,000 divided into 19,00,00,000
equity shares of ` 10 each and the paid up share capital of EESL is ` 90,00,00,000 divided into 9,00,00,000
equity shares of ` 10 each. As on March 31, 2015, our Company holds 2,25,00,000 equity shares in EESL,
aggregating to 25% of the total issued and paid up share capital of the EESL.

Investments

(A) PTC India Limited (formerly known as Power Trading Corporation of India Limited) (“PTC”)

PTC was incorporated as a joint venture company on April 16, 1999, under the Companies Act, 1956, and received
its certificate of commencement of business on July 15, 1999. PTC is engaged in the business of purchasing,
selling, importing, exporting and trading all forms of electricity, power and ancillary activities. Pursuant to a
promoters’ agreement dated April 8, 1999, PTC was promoted by PGCIL, NTPC and our Company.
Consequently, through a supplementary agreement dated November 29, 2002 (together with the original
agreement, referred to as “Promoters Agreement”), NHPC also became a promoter of PTC.

Our Company presently holds 1,20,00,000 shares in PTC aggregating to 4.05% of the total issued and paid up
capital of PTC.

During FY 2014-15, PTC had trading volumes at 37,137 MUs. PTC has reported profit after tax of ` 203.10 crore
for FY 2014-15.

(B) Power Exchange India Limited (“PXIL”)

PXIL is a joint venture company promoted by NSE and National Commodity & Derivatives Exchange Limited
(“NCDEX”) for setting up, operationalising and managing a national level power exchange in India (“Power
Exchange”). Our Company entered into a share subscription and shareholders agreement (“Agreement”) with

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NSE and NCDEX on February 24, 2009 for subscribing to the equity shares of PXIL. PXIL provides nation-wide,
electronic exchange for trading of power and handles power trading and transmission clearance, simultaneously,
it provides transparent, neutral and efficient electronic platform. PXIL offers various products such as Day Ahead,
Day Ahead Contingency, Any Day, Intra Day and Weekly Contracts. PXIL provides trading platform for
renewable energy certificates. As on March 31, 2015, our Company holds 6.64% of the total issued and paid up
share capital of the PXIL.

(C) Small is Beautiful Fund (“SIB”)

Our Company invested in SIB Fund pursuant to a contribution agreement dated March 24, 2004 (“Contribution
Agreement”) entered between KSK Trust Private Limited, KSK Energy Ventures Limited and our Company. As
of March 31, 2015, the net outstanding contribution of our Company is ` 7.68 crores aggregating to 9.74 % stake
in SIB Fund of our Company. The net asset value per unit of SIB Fund as of March, 31, 2015 is ` 9.70. SIB Fund
is engaged in making equity and equity related investments, amongst others, in project companies operating in
the business of power generation in Indian power sector with an intention to invest in power projects less than
100 MW, based on renewable sources or for captive consumption.

Material Agreements

Memorandum of Understanding with the Ministry of Power, GoI

Every year before start of the fiscal year, our Company enters into MoU with MoP annually setting out financial
and operational performance targets. After the end of the fiscal year, based on our actual performance, our
company is rated by GoI on five point scale, “excellent” being the highest rating and “poor” being the lowest
rating.

Our Company has been signing MoU with MoP since 1993-94 and has been consistently rated as “Excellent” in
the years except for the year 2004-05 when we were rated as “Very Good”.

The MoU for the year 2015-16 has been signed with MoP on March 31, 2015. In addition to financial and
operational performance targets, the MoU which provides for the exercise of enhanced autonomy by delegation
of financial powers to our Company. The MoU with MoP for the year 2015-16, dated March 31, 2015, provides
inter alia that MoP would provide required assistance in resolving issues requiring inter ministerial consultations
which may be brought to its notice by our Company from time to time related to mobilization of cheaper financial
resources, which may include raising of tax fee bonds/ SLR bonds/ taxable bonds/ infrastructure bonds/ bonds
under Section 54EC of the Income Tax Act, loans from banks/ institutions and ECB / Direct World Bank/ Asian
Development Bank loans etc. Furthermore, required assistance would be provided to our Company for taking up
of the issue related to extending exemptions to our Company from NBFC guidelines of RBI. MoP would also
provide full support for timely filling up position of non-official Directors on the Board of PFC.

Under the terms of MoU with MoP for the year 2015–16, we are required to, among other things, undertake the
following activities:

1. Work as a catalyst to bring institutional improvement in streamlining the functions of its borrowers in
finance, technology and management areas to ensure optimum utilization of the available resources;
2. Facilitate and promote identified schemes / programmes launched by the Government, such as the
establishment of the UMPPs and R-APDRPs;
3. Develop UMPPs and play a lead role in setting up shell companies in the name of projects. Similar
dispensation is also required for implementation of transmission and hydro power projects to be
developed through competitive bidding route; and
4. Provide financial resources and to encourage flow of investments to power and associated sectors.

In order to achieve the above mentioned objectives, performance targets have been set for us and our performance
would be judged on the basis of the criteria weights and the targets stipulated within.

Apart from various arrangements with our lenders, which we undertake in the ordinary course of our business,
our Company does not have any other material agreement.

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OUR MANAGEMENT

Board of Directors

In accordance with our Articles of Association, the number of Directors shall not be less than 3 and not more than
15. As on date of this Draft Shelf Prospectus, there are 7 Directors on our Board consisting of 3
executive/functional directors including the Chairman and Managing Director and 4 non-executive Directors
including 1 Government nominee and 3 independent Directors. The appointment, as well as terms and conditions
of employment of whole-time Directors including the Chairman and Managing Director are also approved by GoI.

The details of our Board as on the date of this Draft Shelf Prospectus are as follows:

S. Name, Designation, Date Address Director of our Other Directorships


No. of Appointment, DIN, Company since
Nationality and Age
1. Mr. Mukesh Kumar Goel 278D, Pocket-2, July 27, 2007  PFC Consulting Limited
# Mayur Vihar Phase 1,  PFC Green Energy Limited
New Delhi - 110091,  PFC Capital Advisory
Designation: Chairman and India. Services Limited
Managing Director &
additional charge of
Director (Commercial) and
Whole-time Director
DIN: 00239813
Nationality: Indian
Age: 58 years

2. Mr. Radhakrishnan Flat No. 3C, Pocket July 31, 2009  Coastal Tamil Nadu Power
Nagarajan* A - 10, Kohinoor Limited
Apartments, Kalkaji  PFC Consulting Limited
Designation: Director Extension,  PFC Green Energy Limited
(Finance) and Whole-time New Delhi - 110019,  PFC Capital Advisory
Director India. Services Limited
DIN: 00701892  Deoghar Mega Power Ltd.
Nationality: Indian  Cheyyur Infra Limited
Age: 58 years
 PTC India Financial
Services Ltd.
 Bihar Mega Power Ltd.
 Bihar Infrapower Ltd.

3. Mr. Anil Kumar Agarwal 550 Pocket - C, July 13, 2012  Coastal Karnataka Power
SFS Flats, Sheikh Limited
Designation: Director Sarai Phase – I,  ChattisgarhSurguja Power
(Projects) and Whole-time New Delhi – 110017, Limited
Director India.  PFC Consulting Limited
DIN: 01987101  PFC Green Energy Limited
Nationality: Indian  Orissa Integrated Power
Age: 58 years Limited
 Sakhigopal Integrated
Power Company Limited
 Ghogarpalli Integrated
Power Company Limited
 PFC Capital Advisory
Services Limited
 PTC India Ltd.

4. Mr. Badri Narayan A-6, Tower No. 4, August 28, 2012  Rural Electrification
Sharma New Moti Bagh, Corporation Ltd.
New Delhi, India.

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S. Name, Designation, Date Address Director of our Other Directorships
No. of Appointment, DIN, Company since
Nationality and Age
Designation: Government
Nominee Director
DIN: 01221452
Nationality: Indian
Age: 56 years

5. Mr. J.N. Prasanna No. 209, HMT December 22, 2012  Catalyst profin Consultants
Kumar Layout, 6th D Main, Private Ltd.
R.T. Nagar,
Designation: Independent Bangalore-560032
Director
DIN: 00200233
Nationality: Indian
Age: 65 years
6. Mr. Vijay Mohan Kaul 485, Mandikini June 24, 2013  Uttar Haryana Bijli Vitran
Enclave, New Delhi- Nigam Limited
Designation: Independent 110019  Jyoti Structures Ltd.
Director
DIN: 00015245
Nationality: Indian
Age: 63 years
7. Mr. Yogesh Chand Garg R-12/34, Raj Nagar, August 22, 2013  Jeenesh Consultants Pvt.
Ghaziabad, Uttar Ltd.
Designation: Independent Pradesh  Metatech Infotech Pvt. Ltd.
Director  Welcome Infratech Pvt.
DIN: 01768635 Ltd.
Nationality: Indian  Shourya Infracon Pvt. Ltd.
Age: 51 years  Laxmi Narayan Promoters
(P) Ltd.
 Adlac Tech Solutions Ltd.
# Mr. Mukesh Kumar Goel was appointed as CMD vide MOP order 8/4/2013-PFC dated January 22, 2015.
Further, he has been assigned additional charge of Director (Commercial) vide MOP order 8/4/2013-PFC dated
June 12, 2015.

* Mr. R. Nagarajan was appointed as Director (Finance) pursuant to MoP order No. 8/1/2008 – PF dated July
31, 2009 for five years with effect from the date of assumption or until the date of superannuation or until further
orders, whichever event occurs earliest. Further, the Secretariat of the Appointment Committee of the Cabinet,
Department of Personnel & Training, GoI (“ACC”) has issued an office memorandum bearing no. 17(9) E.O./
2014 – ACC dated October 30, 2014 stating that services of any board-level appointee cannot be terminated on
completion of his initial term, if he is due for extension without specific order of ACC. The Board of our Company
has noted this in its meeting on October 31, 2014. Till date, no order of ACC/ MoP has been received by our
Company, accordingly Mr. R. Nagarajan continues on our Board as ‘Director (Finance)’.
Mr. Nagarajan’s services may be terminated either (i) by our Company by giving 3 months’ notice or on payment
of 3 months’ salary in lieu thereof or (ii) by Mr. Nagarajan by giving 3 months’ notice.

All our Directors are appointed by our Promoter, the President of India acting through the MoP. Besides this, there
are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which
any of the Directors were selected as a Director or a member of senior management.

None of the current directors of our Company appear on the list of defaulters of the RBI/ ECGC default list.

Brief Profiles of the Directors

Mr. Mukesh Kumar Goel, aged 58 years, is the Chairman and Managing Director. He heads our Company and
provides strategic direction and guidance in relation to all the activities of our Company and also holds additional
charge of Director (Commercial), overseeing the operations of the Commercial Division. He joined our Board on
July 27, 2007. He holds a bachelor’s degree in technology, specializing in electrical engineering from Kanpur

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University. Mr. Goel has about 36 years of varied power sector experience in premier Central PSUs. He has more
than 26 years’ experience of financing power sector with over 8 years of Board level experience. He also has
about 9 years of power generation experience in NHPC prior to joining our Company. He has been playing a
critical role in implementation of various power sector reform initiatives of GoI like the R-APDRP, 24X7 power
for all, annual rating exercise of DISCOMs, Integrated Power Development Scheme (IPDS), amongst others.
Additionally, he is also instrumental in taking forward GoI initiatives like UMPPs, ITPs, review of UMPP bidding
documents and construction of toilets under Swachh Bharat Abhiyan. Under his leadership, our Company has
shown continued business growth with enhanced financial and operational performance. Our Company was
adjudged as the 6th highest profit making PSU for FY 2013-14 as per DPE survey dated February 2015. He has
also ensured achievement of all the MoU targets set by GoI for FY 2013-14 for which our Company got the
highest MoU score (for FY 2014-15, the scores are not yet announced by GoI). He also played an active role in
the recent 5% disinvestment by GoI through Offer for Sale through stock exchange mechanism, which was over-
subscribed 2.34 times.

Mr. Radhakrishnan Nagarajan, aged 58 years, is the Director (Finance) and is responsible for all functions of
the finance division. He holds a bachelor’s degree in Commerce from University of Madras and is a qualified
Chartered Accountant, Cost Accountant and a certified associate of the Indian Institute of Bankers. Mr. Nagarajan
has previously worked with Andhra Bank. He joined our Company in 1995 and has held the post of Executive
Director (Finance) since January, 2008 before joining the Board in July, 2009. He has overseen various business
activities relating to initial public offer, resource mobilization, banking, treasury, disbursement, recovery, internal
audit, power exchange, asset liability and risk management, follow-on public offer, CPSE ETF, offer for sale etc.

Mr. Anil Agarwal, aged 58 years, is the Director (Projects) and is responsible for the appraisal, sanction and
disbursement of financing proposals in the State and private sectors, which include generation, transmission,
distribution and renewable energy projects of the State and private sector utilities and increasing focus on
consortium lending and possibilities for backward & forward linkages i.e. coal, gas, oil & equipment
manufacturing. He holds a bachelor’s degree in electrical engineering with honours from Motilal Nehru Regional
Engineering College, Allahabad. Mr. Agarwal has spent more than 37 years in the power sector in various
capacities in BHEL and PFC. In BHEL he was responsible for commissioning of thermal plants at various project
sites in Northern India. Mr. Agarwal has been serving our Company for more than 24 years and has been actively
involved in assisting utilities in procurement of goods under ADB/WB financing, thermal appraisal, entity
appraisal of private sector projects, renewable energy, fixing of sanction and disbursement targets and their
achievement, coordinating activities of Projects Division.

Mr. Badri Narayan Sharma, aged 56 years, is a nominee Director of the GoI and is presently Additional
Secretary to the MoP. He joined the Board on August 28, 2012. He holds a bachelor's degree and a master's degree
in financial management. He is an IAS officer of the Rajasthan cadre and has experience in the civil services for
about 30 years. Prior to joining MoP, he has served as the principal secretary in medical, health and family welfare
department in Rajasthan. Mr. Sharma has also served as the Commissioner of the commercial taxes department
at Rajasthan, Managing Director of Rajasthan State Industrial and Investment Corporation Limited, Chairman and
Managing Director of Rajasthan Financial Corporation and as the Secretary of the finance department and
elementary, secondary and Sanskrit education department in Rajasthan. Prior to that he has worked as collector
and district magistrate of Jaipur, Alwar and Tonk districts in Rajasthan, as Chairman and Managing Director of
Jaipur Vidhyut Vitran Nigam Limited, Jaipur, and as Secretary, Rajasthan State Electricity Board, Jaipur. Mr.
Sharma has also served as a Director on the boards of various companies including Rajasthan Drugs and
Pharmaceuticals Limited, Rajasthan Medical Services Corporation Limited, Rajasthan Small Industries
Corporation Limited, Rajasthan Asset Management Company Private Limited, Rajasthan Trustee Company
Private Limited and Rajasthan Electronics and Instruments Limited.

Mr. J.N. Prasanna Kumar, aged 65 years, is an independent Director. He joined the Board on December 22,
2012. He holds a bachelor's degree in Commerce and is a fellow member of the Institute of Chartered Accountants
of India. . He retired as Director (Finance) of Neyveli Lignite Corporation Limited (“NLC”) and has held
additional charges as CMD in NLC for six months during his tenure. He has 39 years of professional experience
in the fields of finance and tax management. He was a member of the Board in several companies promoted by
State Government. He had played a vital role in restructuring and rehabilitating companies which eventually
turned the corner. He is presently a partner in G.P Ramachandran and Associates, Chartered Accountants,
Bangalore.

Mr. V. M Kaul, aged 63 years, has over 40 years of experience in multidisciplinary functions like management
of power and transmission projects, joint ventures, contract management, quality assurance, human resource

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management etc. in premier organisations like Power Grid Corporation of India Limited, NTPC Limited,
Engineers India Ltd etc. He holds a Bachelor's degree in Mechanical Engineering from IIT, Delhi and a MBA
Degree. He superannuated as Director (personnel) Power Grid Corporation of India Limited in March, 2012.

Mr. Yogesh Chand Garg, aged 51 years, holds a bachelor’s degree in Commerce from CCS University, Uttar
Pradesh and bachelor’s degree in Law from the same University. He is a fellow member of the Institute of
Chartered Accountants of India and practicing for over 28 years as senior partner of a Chartered Accountant firm,
rendering services in the field of audit, consultancy in finance, income tax, service tax and other fiscal laws to
various private sector companies, public sector banks, societies and other forums of business establishment. He is
associated with various Social and Charitable Institutions, NGO as consultant, adviser, auditor and member of
executive committees. Mr.Gargtook part in various professional discussions and activities and contributed at
conferences/ seminars for development of professional knowledge and skill.

Relationship with other Directors

None of the Directors of our Company are related to each other.

Borrowing powers of our Directors

Subject to the Memorandum and Articles of Association and pursuant to a resolution of our shareholders passed
by way of postal ballot (the results of which were notified on June 20, 2014) under Section 180(1)(c) of the
Companies Act, 2013, our Board is authorised to borrow up to a total amount of ` 4,00,000 crores in Indian rupees
and in any foreign currency equivalent to USD 8 Billion, for the purpose of the business of our Company,
notwithstanding that the amount to be borrowed by our Company exceeds the aggregate of the paid-up capital and
free reserves of our Company.

The Issue of Bonds offered under this Draft Shelf Prospectus is being made pursuant to the resolution passed by
the Board at its meeting held on February 11, 2015. The aggregate value of the Bonds offered under this Draft
Shelf Prospectus, together with the existing borrowing of our Company, is within the approved borrowing limits
of ` 4,00,000 crores as approved vide the resolution of our shareholders dated June 20, 2014.

Shareholding of Directors

The Articles of Association do not require the Directors to hold any qualification Equity Shares. The shareholding
of the Directors in our Company as of June 30, 2015 is mentioned below:

S. No. Name of Director No. of Equity Shares


1. Mr. Mukesh Kumar Goel 12,389
2. Mr. Radhakrishnan Nagarajan 26,869
3. Mr. Anil Kumar Agarwal 25,859

For further details of our shareholding pattern, please see section titled “Capital Structure” on page 86.

Shareholding of Directors in our Subsidiary Companies

None of our Directors have shareholding in our Subsidiaries, except for Mr. A. K. Agarwal who is holding shares
as a nominee shareholder of our Company. The details are given below:

S. No. Name of Subsidiary of our Company Number of Shares held by Mr. A.K.
Agarwal (as nominee of our Company)
1. Coastal Karnataka Power Limited 100
2. ChattisgarhSurguja Power Limited 100
3. Coastal Maharashtra Mega Power Ltd. 100
4. Coastal Tamil Nadu Power Ltd. 100
5. Orissa Integrated Power Limited 100
6. Sakhigopal Integrated Power Company Limited 100
7. Ghogarpalli Integrated Power Company Limited 100

159
S. No. Name of Subsidiary of our Company Number of Shares held by Mr. A.K.
Agarwal (as nominee of our Company)
8. Tatiya Andhra Mega Power Ltd. 100
9. Deoghar Mega Power Ltd. 100
10. PFC Capital Advisory Services Limited 100
11. PFC Green Energy Limited 100
12. Power Equity Capital Advisors Private Limited 100

Shareholding of Directors in our Associates

None of our Directors have shareholding in our Asscoaites, except for Mr. A. K. Agarwal who is holding shares
as a nominee shareholder of our Company. The details are given below:

S. No. Name of Subsidiary of our Company Number of Shares held by Mr. A.K.
Agarwal (as nominee of our Company)
1. Energy Efficiency Services Limited 100

Debenture holding of Directors

S. No. Name of Director Number of Amount


Bonds
558
1. Mr. Mukesh Kumar Goel ` 5,90,000

2. Mr. Radhakrishnan Nagarajan 8 ` 40,000


3. Mr. Anil Kumar Agarwal 258 ` 2,90,000
4. Mr. Badri Narayan Sharma Nil Not Applicable
5. Mr. J.N. Prasanna Kumar Nil Not Applicable
6. Mr. V.M. Kaul 1,500 ` 15,00,000
7. Mr. Yogesh Chand Garg Nil Not Applicable

Details of Appointment and Term of our Directors

S. No. Name of Director MoP Order No. Term


1. Mr. Mukesh Kumar No. 8/4/2013-PFC dated Appointed as Chairman and Managing
Goel January 22, 2015 Director for a term of 5 years with effect from
the date of appointment or until the date of
superannuation or until further orders,
whichever event occurs earliest.

No. 8/4/2013-PFC dated June Also, holding charge of Director


12, 2015 (Commercial), for a period of 6 months with
effect from April 22, 2015 or till appointment
of a regular incumbent to the post or until
further order, whichever event occurs earliest.
2. Mr. Radhakrishnan No. 8/1/2008 – PF dated July 5 years with effect from the date of
Nagarajan * 31, 2009 assumption or until the date of
superannuation or until further orders,
whichever event occurs earliest. *
3. Mr. Anil Kumar No. 8/5/2011 – PFC Desk 5 years with effect from the date of
Agarwal dated July 13, 2012 assumption, or until the date of
superannuation or until further orders,
whichever event occurs earliest.

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S. No. Name of Director MoP Order No. Term
4. Mr. Badri Narayan No. 8/1/2007 – PF dated With effect from August 28, 2012 and until
Sharma August 28, 2012 further orders.
5. Mr. J.N. Prasanna No. 8/1/2012–PFC Desk 3 years with effect from December 22, 2012
Kumar dated November 26, 2012 or until further orders, whichever event
occurs earliest.
6. Mr. V.M. Kaul No.8/1/2012-PFC Desk dated 3 years with effect from June 24, 2013 or
June 24, 2013 until further orders, whichever event occurs
earliest.

7. Mr. Yogesh Chand No. 8/1/2012-PFC Desk 3 years with effect from August 22, 2013 or
Garg dated August 22, 2013 until further orders, whichever event occurs
earliest.
* Mr. R. Nagarajan was appointed as Director (Finance) pursuant to MoP order No. 8/1/2008 – PF dated July
31, 2009 for five years with effect from the date of assumption or until the date of superannuation or until further
orders, whichever event occurs earliest. Further, the Secretariat of the Appointment Committee of the Cabinet,
Department of Personnel & Training, GoI (“ACC”) has issued an office memorandum bearing no. 17(9) E.O./
2014 – ACC dated October 30, 2014 stating that services of any board-level appointee cannot be terminated on
completion of his initial term, if he is due for extension without specific order of ACC. The Board of our Company
has noted this in its meeting on October 31, 2014. Till date, no order of ACC/ MoP has been received by our
Company, accordingly Mr. R. Nagarajan continues on our Board as Director (Finance).

Mr. Nagarajan’s services may be terminated either (i) by our Company by giving 3 months’ notice or on payment
of 3 months’ salary in lieu thereof or (ii) by Mr. Nagarajan by giving 3 months’ notice.

Remuneration of Directors

None of our Directors are paid any remuneration by our Subsidiaries.

Details of remuneration paid in Fiscal 2015 is set out below:

A. Chairman and Managing Director and Whole-time Directors

The following table sets forth the details of remuneration paid to Whole-time Directors during the Fiscal 2015:

Name of the Director Salary and Other Bonus/ Contribution Total


Allowances Perquisites Commissi to Provident (in `)
(in `) and on ex- Fund and
Payments gratia Other
(in `) (in `) Welf5are
Fund
(in `)
Mr. Mukesh Kumar Goel 57,98,260.00 10,70,056.00 0.00 4,37,951.00 73,06,267.00
Mr. Radhakrishnan 68,90,666.00 9,80,399.00 0.00 4,75,999.00 83,47,064.00
Nagarajan
Mr. A.K. Agarwal 50,87,739.00 11,23,264.00 0.00 3,82,452.00 65,93,455.00

B. Independent Directors

The independent Directors are paid sitting fees for attending meetings of the Board and various committees of
Directors. The following table sets forth the details of remuneration paid to Directors during the Fiscal 2015:

Name of the Independent Director Sitting Fees


(in `)
Mr. J.N. Prasanna Kumar 6,00,000
Mr. Vijay Mohan Kaul 5,00,000

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Name of the Independent Director Sitting Fees
(in `)
Mr. Yogesh Chand Garg 6,20,000

Mr. Badri Narayan Sharma, being a nominee of the GoI, is not entitled to remuneration or sitting fee or any other
remuneration from our Company.

Terms of Appointment of Chairman and Managing Director and Director (Commercial) and
Compensation payable to him

Mr. M.K. Goel was appointed as Chairman and Managing Director of our Company with effect from January 22,
2015, for a period of 5 years from the date of appointment or till the date of superannuation or until further orders
whichever event occurs earlier.

Mr. M.K. Goel was also appointed the Director (Commercial) of our Company with effect from April 22, 2015,
for a period of 6 months from the date of appointment or till the appointment of a regular incumbent to the post
or until further orders whichever event occurs earlier.

Salient features of his remuneration inter alia include:

(a) Pay: In the scale of `80,000 - `1,25,000

In addition, other perquisistes and allowances are payable as per the DPE guidelines as approved by MoP.

Terms of Appointment of Director (Finance) and Compensation payable to him

Mr. R. Nagarajan was appointed as Director (Finance) of our Company with effect from July 31, 2009 for a period
of 5 years from the date of appointment or till the date of superannuation or until further orders whichever event
occurs earlier *. The appointment may be terminated during this period either (i) by our Company by giving 3
months’ notice or on payment of 3 months’ salary in lieu thereof or (ii) by Mr. Nagarajan by giving 3 months’
notice.

Salient features of his remuneration inter alia include:

(a) Pay: In the scale of ` 75,000-1,00,000 from the date of assumption of office (with effect from date of pay
revision in case he was appointed earlier than that).
(b) Dearness Allowance: In accordance with new IDA scheme, as per the DPE’s office memorandums dated,
November 26, 2008 and April 2, 2009.
(c) Annual Increment: eligible to draw annual increment @ 3% of the basic pay on the anniversary date of his
appointment in the scale and further increments on the same date in maximum years, until the maximum of
pay scale is reached. After reaching the maximum of the scale, one stagnation increment equal to the rate of
last increment drawn will be granted after completion of every 2 year period from the date the Director
(Finance) reaches the maximum of his pay scale provided he gets a performance rating of “Good” or above.
He will be granted maximum of three such stagnation increments.
(d) House Rent Allowance (“HRA”): HRA as per the rates indicated in the office memorandum dated November
26, 2008.
(e) Other Allowances/Perks: The Board will decide on the allowances and perks subject to a maximum ceiling of
50% of the basic pay of the Director (Finance) as indicated in the Office Memorandums dated November 26,
2008 and April 2, 2009.
(f) Performance related payment: Eligible for approved performance related payment as per the office
memorandums dated November 26, 2008, February 9, 2009 and April 2, 2009.
(g) Superannuation Benefits: Eligible for superannuation benefits based on approved schemes as per office
memorandums dated November 26, 2008 and April 2, 2009.

* Mr. R. Nagarajan was appointed as Director (Finance) pursuant to MoP order No. 8/1/2008 – PF dated July
31, 2009 for five years with effect from the date of assumption or until the date of superannuation or until further
orders, whichever event occurs earliest. Further, the Secretariat of the Appointment Committee of the Cabinet,
Department of Personnel & Training, GoI (“ACC”) has issued an office memorandum bearing no. 17(9) E.O./
2014 – ACC dated October 30, 2014 stating that services of any board-level appointee cannot be terminated on

162
completion of his initial term, if he is due for extension without specific order of ACC. The Board of our Company
has noted this in its meeting on October 31, 2014. Till date, no order of ACC/ MoP has been received by our
Company, accordingly Mr. R. Nagarajan continues on our Board as Director (Finance).

Terms of Appointment of Director (Projects) and Compensation payable to him

Mr. A.K. Aggarwal was appointed as Director (Projects) of our Company with effect from July 13, 2012 for a
period of 5 years from the date of appointment or till the date of superannuation or until further orders whichever
event occurs earlier.

Salient features of his remuneration inter alia include:

(a) Pay: In the scale of `75,000- `1,00,000 from the date of assumption of office.
(b) Dearness Allowance: Payable in accordance with new IDA scheme, as per the DPE’s office memorandums
dated, November 26, 2008 and April 2, 2009.
(c) Annual Increment: eligible to draw annual increment @ 3% of the basic pay on the anniversary date of his
appointment in the scale and further increments on the same date in maximum years, until the maximum of
pay scale is reached. After reaching the maximum of the scale, one stagnation increment equal to the rate of
last increment drawn will be granted after completion of every 2 year period from the date the Director
(Projects) reaches the maximum of his pay scale provided he gets a performance rating of “Good” or above.
He will be granted maximum of three such stagnation increments.
(d) House Rent Allowance (“HRA”): HRA as per the rates indicated in the office memorandum dated November
26, 2008.
(e) Other Allowances/Perks: The Board will decide on the allowances and perks subject to a maximum ceiling of
50% of the basic pay of the Director (Projects) as indicated in the Office Memorandums dated November 26,
2008 and April 2, 2009.
(f) Performance related payment: Eligible for approved performance related payment as per the office
memorandums dated November 26, 2008, February 9, 2009 and April 2, 2009.
(g) Superannuation Benefits: Eligible for superannuation benefits based on approved schemes as per office
memorandums dated November 26, 2008 and April 2, 2009.

Changes in our Board during the last three years

The changes in our Board in the last three years are as follows:

Name, Designation and DIN Date of Director of our Remarks


appointment/ Company since
Resignation (in case of
resignation)
Mr. Badri Narayan Sharma August 28, 2012 Continuing Appointment
Designation: Government
nominee Director
DIN: 01221452
Mr. Devender Singh August 28, 2012 March 5, 2009 GoI nomination withdrawn
Designation: Government
nominee Director
DIN:01792131
Mr. Suresh Chand Gupta February 24, 2013 February 25, 2010 Completion of Tenure
Designation: Independent
Director
DIN: 00541198
Mr. P. Murali Mohana Rao December 21, 2012 December 22, 2009 Completion of Tenure
Designation: Independent
Director
DIN: 01909611
Mr. Ravindra Harshadrai December 21, 2012 December 22, 2009 Completion of Tenure
Dholakia
Designation: Independent
Director

163
Name, Designation and DIN Date of Director of our Remarks
appointment/ Company since
Resignation (in case of
resignation)
DIN: 00069396
Mr. J.N. Prasanna Kumar December 22, 2012 Continuing Appointment
Designation : Independent
Director
DIN: 00200233
Mr. V.M. Kaul June 24, 2013 Continuing Appointment
Designation : Independent
Director
DIN: 00015245
Mr. Satnam Singh September 13, 2013. August 01, 2008 Completion of Tenure (as per
Designation: Chairman and MoP order No. 8/4/2012-PFC)
Managing Director
DIN: 00009074
Mr. Yogesh Chand Garg August 22, 2013 Continuing Appointment
Designation : Independent
Director
DIN: 01768635
Mr. Krishna Mohan Sahni December 30, 2013 December 31, 2010 Completion of tenure
Designation: Independent
Director
DIN: 02103128
Mr. Ajit Prasad October 7, 2013 October 08, 2010 Completion of tenure
Designation: Independent
Director
DIN:03302219
Mr. Mukesh Kumar Goel January 22, 2015 Continuing Mr M K Goel was appointed as
Chairman and Managing
Present Designation: Director vide MOP order dated
Chairman and Managing January 22, 2015.
Director & additional charge
of Director (Commercial) and
Whole-time Director
DIN: 00239813
Mr. Mukesh Kumar Goel April 22, 2015 Continuing Mr M K Goel was entrusted the
additional charge of Director
Present Designation: (Commercial) vide MOP order
Chairman and Managing dated June 12, 2015, for a
Director & additional charge period of 6 months with effect
of Director (Commercial) and from April 22, 2015 or till the
Whole-time Director appointment of a regular
DIN: 00239813 incumbent to the post or until
further orders, whichever is
earlier.

Interests of our Directors

Except as otherwise stated in the section titled “Annexure A - Financial Statements”, our Company has not
entered into any contract, agreement or arrangement during the 2 years preceding the date of this Draft Shelf
Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them
in respect of such contracts or agreements.

All our Directors, including our independent Directors except Mr. B.N. Sharma (our GoI nominee Director), may
be deemed to be interested to the extent of fees payable to them for attending meetings of the Board or a
committee thereof, as well as to the extent of other remuneration and reimbursement of expenses payable to
them.

164
Our Directors may also be regarded as interested, to the extent they, their relatives or the entities in which they
are interested as directors, members, partners or trustees, are Allotted Bonds pursuant to this Issue, if any.

Further, none of the Directors have any interest in the promotion of our Company. Further, none of our Directors
have any interest in any immovable property acquired by our Company in the 2 years preceding the date of this
Draft Shelf Prospectus or any immovable property proposed to be acquired by it.

Further, no relative of any of our Director has been appointed to any office or place of profit in our Company.

No Director of our Company has any interest in the appointment of the Debenture Trustee to the Issue.

No Director of our Company is a member of any firm or company, and therefore a statement of all sums paid or
agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce
him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or
company, in connection with the promotion or formation of our Company, will not need to be disclosed.

All our Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company with any company in which they hold directorships or any partnership firm in
which they are partners as declared in their respective declarations. Except as otherwise stated in this Draft Shelf
Prospectus and statutory registers maintained by our Company in this regard, our Company has not entered into
any contract, agreements or arrangements during the preceding 2 years from the date of this Draft Shelf
Prospectus in which the directors are interested directly or indirectly and no payments have been made to them
in respect of these contracts, agreements or arrangements which are proposed to be made with them.

Corporate Governance

The guidelines on corporate governance for Central Public Sector Enterprises dated May 14, 2010 issued by the
Department of Public Enterprises, Ministry of Heavy Industries and Public Enterprises (“DPE Guidelines”) lay
down certain corporate governance norms to be adhered to by all Central public sector enterprises. The DPE
Guidelines require, among other things, that:

(i) The number of functional directors should not exceed 50% of the actual strength of the Board.

(ii) The number of directors nominated by the Government should not be more than two in number.

(iii) In case of Central public sector enterprises listed with the stock exchanges and where the board of
directors is headed by an executive chairman, the number of independent directors shall be at least 50%
of the total strength of the board of directors. In other cases, the number of independent directors shall
be at least one third of the total strength of the board of directors.

(iv) None of the directors should be members of more than ten committees or act as chairman of more than
five committees across all companies in which they hold directorship.

Our Company is in compliance with the requirements of Corporate Governance as prescribed under DPE
Guidelines and Clause 49 of the listing agreement executed with the Stock Exchanges except for the minimum
requisite number of independent directors and appointment of woman director. As on date, the composition of the
Board of Directors comprises of three (3) executive/functional directors including CMD, one (1) part time
Government Nominee Director and three (3) part time non-official Directors.

Further, our Company is in compliance with the Corporate Governance norms as prescribed by RBI for non
deposit taking NBFCs.

Committees of our Board

To facilitate expeditious consideration and arriving at decisions with focused attention on the affairs of our
Company, the Board has constituted following committees with distinct role, accountability and authority:

(i) Audit Committee


(ii) Nomination, Remuneration and HR Committee
(iii) Stakeholder Relationship and Shareholders’/Investors’ Grievance Committee
(iv) Loans Committee of Directors

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(v) Committee of Functional Directors
(vi) Risk Management Committee
(vii) Committee of Directors for Investment in IPO of Central Power Sector Undertakings
(viii) Ethics Committee
(ix) CSR and Sustainable Development Committee
(x) Committee for the Public Issue of Tax Free Bonds

The details of these Committees are as follows:

A. Audit Committee

The Audit Committee was last reconstituted on October 9, 2013. As on date of this Draft Shelf Prospectus, the
audit committee comprises of 2 independent directors and 1 executive/functional Director. The following are the
members of the audit committee:

1) Mr. J.N. Prasanna Kumar Chairman


2) Mr. Yogesh Chand Garg Member
3) Mr. A. K. Agarwal Member

Our Director (Finance) and representative of statutory auditor are invited to the meetings of Audit Committee.

Scope and terms of reference

The role and terms of reference of audit committee are in line with the requirements of the Companies Act, 2013,
Clause 49 of the Listing Agreement and DPE’s Guidelines on Corporate Governance for Central Public Sector
Enterprises.

B. Nomination, Remuneration and HR Committee

The Nomination, Remuneration and HR Committee was last reconstituted on February 4, 2014. As on date of this
Draft Shelf Prospectus, the Nomination, Remuneration and HR Committee comprises of the following members:

1) Mr. Vijay Mohan Kaul Chairman


2) Mr. J.N. Prasanna Kumar Member
3) Mr. Yogesh Chandra Garg Member

Mr. R. Nagarajan, Director (Finance), and Mr. A.K. Agarwal, Director (Projects), are permanent invitees to the
meetings of the said committee.

Scope and Terms of Reference

The roles and terms of reference of the Nomination, Remuneration and HR Committee are in line with the
requirements of Companies Act, 2013 including any rules made thereunder, DPE’s Guidelines on Corporate
Governance for CPSEs and the listing agreement(s) signed with Stock Exchanges.

Further, our Company being a Central Public Sector Undertaking, the appointment of our CMD and Directors and
fixation of their remuneration are decided by President of India as per the Articles of Association of our Company.

C. Stakeholder Relationship and Shareholders’ / Investors’ Grievance Committee

The Stakeholder Relationship and Shareholders’ / Investors’ Grievance Committee owas last reconstituted on
October 9, 2013. As on date of this Draft Shelf Prospectus, the Stakeholder Relationship and Shareholders’ /
Investors’ Grievance Committee comprises of the following members:

1) Mr. J.N. Prasanna Kumar Chairman


2) Mr. Radhakrishnan Nagarajan Member
3) Mr. Anil Kumar Agarwal Member

The Company Secretary of our Company acts as the secretary to the Shareholders’ / Investor Grievance
committee.

166
Scope and Terms of Reference

The roles and terms of reference of the Stakeholder Relationship and Shareholders’ / Investors’ Grievance
Committee are in line with Companies Act, 2013 including any rules made thereunder, DPE’s Guidelines on
Corporate Governance for CPSEs and the listing agreement(s) signed with Stock Exchanges.

D. Loans Committee of Directors

The Loans Committee was last reconstituted on February 4, 2014. As on date of this Draft Shelf Prospectus, the
Loans Committee comprises of the following members:

1) Mr. Mukesh Kumar Goel Chairman


2) Mr. Badri Narayan Sharma Member
3) Mr. Radhakrishnan Nagarajan Member
4) Mr. Anil Kumar Agarwal Member

Scope and terms of reference

The Loans Committee of the Directors has been constituted for (i) sanctioning of financial assistance up to ` 500
crores to individual schemes or projects including enhancement of financial and lease assistance and relaxation
of eligibility conditions, subject to overall ceiling of ` 10,000 crores in a financial year, (ii) relaxation of eligibility
and other conditions of sanction as mentioned in the OPS and other policy framed by Board in respect of financial
assistance upto ` 500 crores for individual scheme / project including loans aready sanctioned, and (iii) sanction
of lease assistance within overall policy framed by the Board above ` 50 crores but upto ` 500 crores.

E. Committee of Functional Directors

Our Company has constituted a Committee of Functional Directors. As on date of this Draft Shelf Prospectus, the
Committee of Functional Directors comprises of the following members:

1) Mr. Mukesh Kumar Goel Chairman


2) Mr. Radhakrishnan Nagarajan Member
3) Mr. Anil Kumar Agarwal Member

Scope and terms of reference

The committee of functional directors is responsible (i) sanctioning of financial assistance up to ` 100 crores to
individual schemes or projects including enhancement of financial and lease assistance and relaxation of eligibility
conditions, subject to overall ceiling of ` 4,000 crores in a financial year, (ii) relaxation of eligibility and other
conditions of sanction as mentioned in the OPS and other policy framed by Board in respect of financial assistance
upto ` 100 crores for individual scheme / project including loans aready sanctioned, and (iii) sanction of lease
assistance within overall policy framed by the Board above ` 20 crores but upto ` 50 crores.

F. Risk Management Committee

The Risk Management Committee was last re-constituted on July 20, 2015. As on date of this Draft Shelf
Prospectus, the Risk Management Committee comprises of the following members:

1) Mr. Radhakrishnan Nagarajan Chairman


2) Mr. Anil Kumar Agarwal Member
3) Mr. Yogesh Chand Garg Member

Scope and terms of reference

The Risk Management Committee’s main function is to monitor various risks likely to arise, to examine the
various risk management policies and practices adopted by our Company and to initiate action for mitigation of
risk arising in the operation and other areas of our Company.

167
G. Committee of Directors for Investment in IPO of Central Power Sector Undertakings

The Committee of Directors for Investment in IPOs of Central Power Sector Undertakings was last reconstituted
on February 4, 2014. As on date of this Draft Shelf Prospectus, the Committee of Directors for Investment in IPOs
of Central Power Sector Undertakings comprises of the following members:

1) Mr. Mukesh Kumar Goel Chairman


2) Mr. J.N. Prasanna Kumar Member
3) Mr. Radhakrishnan Nagarajan Member
4) Mr. Anil Kumar Agrwal Member

Scope and terms of reference

The Committee of Directors for Investment in IPOs of Central Power Sector Undertakings was formed for
approving equity investment in IPOs of Central Power Sector Undertakings and also other related matters like
exit/ sale decisions, the number of shares to be applied through IPO, individual investment limit in each company
on case to case basis, etc.

H. Ethics Committee of Directors

Our Company has constituted an Ethics Committee. As on date of this Draft Shelf Prospectus, the Ethics
Committee comprises of the following members:

1) Mr. Mukesh Kumar Goel Chairman


2) Mr. Vijay Mohan Kaul Member
3) Mr. Yogesh Chand Garg Member

Scope and terms of reference

The Ethics Committee has been constituted to act as a conscience keeper for our Company and to ensure that
ethical business practices are being followed in managing the affairs of our Company.

I. CSR and Sustainable Development Committee

The CSR and Sustainable Development Committee was last reconstituted on February 4, 2014. As on date of this
Draft Shelf Prospectus, the CSR and Sustainable Development Committee comprises of the following members:

1) Mr. Yogesh Chand Garg Chairman


2) Mr. Vijay Mohan Kaul Member
3) Mr. Anil Kumar Agarwal Member

Scope and terms of reference

The CSR and Sustainable Development Committee has been constituted to give direction to the corporate social
responsibility and sustainable development activities of our Company and to make recommendations to the Board
for taking up various projects involving the same.

Payment or benefit to officers of our Company

Our Company follows a pay structure in conformity with the guidelines issued by DPE from time to time. Our
Company also has in place various incentive schemes as a part of its compensation strategy to increase
productivity and reward performance. Monetary benefits are paid to the employees on the basis of their individual
and group performance. Further our officers are entitled to certain post retirement medical benefits and statutory
benefits and post-retirement pension upon superannuation.

Our Board and shareholders have approved an employee stock option scheme, in compliance with the ESOP
guidelines. For further details, please refer to section titled

168
Key Managerial Personnel

Pursuant to the Companies Act, 2013, our Company has re-designated/appointed the following:

1. Mr. Mukesh Kumar Goel, our Chairman and Managing Director, was also designated as our Company’s
Chief Executive Officer and Key Managerial Personnel;
2. Mr Radhakrishnan Nagarajan, Director (Finance), was also designated as our Company’s Chief Financial
Officer and Key Managerial Personnel;
3. Mr A. K. Agarwal, our Direcor(Projects), was also designated as our Company’s Key Managerial Personnel
and Key Managerial Personnel;
4. Mr Manohar Balwani, our Company Secretary was also designated as our Company’s Key Managerial
Personnel.

Management Organisation Structure

PFC Organogram
Vigilance

Chairman and Managing


Director Internal Audit

Corporate Planning
PFC Consulting Limited

Public Relations

Director (Commercial) Director (Projects) Director (Finance)

PFC GE Limited PFC CAS Limited


R-APDRP Facilitation
Unit

Company Secretariat
RM-I, RM-II, RM-PI, PF
Northern Gratuity, Pension, FA&S,
Entity Appraisal & Region CRM, Lending Policy,
Legal Recovery
EA & EC
Western
Region
MS, HR, Admn. &
SS, E&BM, Library
Structured Product
Southern Taxation, FM&B, Group
Region Disbursement, Corp. Accts.

SSA&RR, CSR, East & North Lending


Rajbhasha Eastern Region Concurrence

Coordination &
Regional Office – Knowledge
South & West Management Unit

Abbreviations used in the above chart:-


R-APDRP: Restructured-Accelerated Power Development and Reforms Programme; MS: Management System; HR: Human Resources; SSA: State Sector
Analysis; RR: Reform and Review; E&BM: Estate and Building Management; Corp. Accts.: Corporate Accounts; FM&B: Fund Management and
Banking; CRM: Corporate Risk Management; FA&S: Financial Analysis & Systems; Disbursement: Loan Disbursement; RM: Resource Mobilization;
EA&EC: Establishment Accounts and Concurrence; Recovery: Loan Recovery; PF: Provident Fund; CSR: Corporate Social Responsibility; PFC GE
Limited: PFC Green Energy Limited; PFC CAS Limited: PFC Capital Advisory Services Limited

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FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of our Company’s outstanding secured borrowing of ` 22,776.66 crores and
unsecured borrowing of `1,62,363.84 crores, as of June 30, 2015, together with a brief description of certain
significant terms of such financing arrangements.

Unsecured borrowing availed by our Company

A. Foreign currency term loans

Set forth below is a brief summary of the term loans taken by our Company from various international financial
institutions in foreign currency.

Facility Agent Total Amount Rate of interest Repayment Date/ Penalty


amount of outstanding (% p.a.) Schedule
loan as of June 30,
sanctioned 2015
*$ Sumitomo Mitsui JPY LIBOR + margin at Repayable in three equal On failure to pay
JPY 13,548.80
Banking Corporation, equivalent of 1.5% p.a, payable instalments. interest payable on
million
Singapore Branch USD at last day of each due date, interest
240,000,000. Interest Period^, 1st instalment: due on shall accrue on the
currently at the date four years from unpaid amount at
1.64143% p.a the date on which loan is an additional rate
made of 2% p.a, for the
2nd instalment: due on period of default
the date five years after
date on which loan is
made
3rd instalment: due on
the date six years from
date on which loan is
made
*$ Sumitomo Mitsui JPY JPY LIBOR + margin at Repayable in two equal On failure to pay
Banking Corporation, equivalent of 10,660million 1.65% p.a, payable instalments. interest payable on
Singapore Branch 260,000,000 at last day of each due date, interest
Interest Period^, 1st instalment: due on shall accrue on the
currently at the date four years from unpaid amount at
1.78643% p.a the date on which loan is an additional rate
made of 2% p.a, for the
2rd instalment: due on period of default
the date six years from
the date on which loan is
made

*#$ State Bank Of India, USD USD LIBOR + margin at Repayable in full, after On failure to pay
Hong Kong Branch 250,000,000. 250,000,000.0 1.55% p.a, payable five years from the interest payable on
00 0 at last day of each utilisation date due date, interest
Interest Period^^, shall accrue on the
currently at unpaid amount at
1.9719% p.a an additional rate
of 2% p.a, for the
period of default

*$ The Bank Of Tokyo- USD USD LIBOR + margin at Repayable in full, after On failure to pay
Mitsubishi UFJ, Ltd, 250,000,000 250,000,000 1.75% p.a., payable three years from the interest payable on
Hong Kong Branch at last day of each utilisation date due date, interest
Interest Period^^, shall accrue on the
currently at unpaid amount at
2.1329% p.a an additional rate
of 2% p.a, for the
period of default

*#$ State Bank of India, USD USD LIBOR + margin at Repayable in three equal On failure to pay
Hong Kong Branch 450,000,000 450,000,000 1.28% p.a., payable instalments. interest payable on
at last day of each due date, interest

170
Facility Agent Total Amount Rate of interest Repayment Date/ Penalty
amount of outstanding (% p.a.) Schedule
loan as of June 30,
sanctioned 2015
Interest Period^^, 1st instalment: due on shall accrue on the
currently at the date sixty six months unpaid amount at
1.67865% from the date on which an additional rate
the loan is made of 2% p.a, for the
2nd instalment: due on period of default
the date seventy two
months from the date on
which the loan is made
3rd instalment: due on
the date seventy eight
months from the date on
which the loan is made

**$ Bank of America, USD USD LIBOR + 1.45% Repayable in two equal On failure to pay
N.A., Hong Kong 250million 125million p.a., currently at instalments. interest payable on
Branch 1.8456% p.a. due date, interest
1st instalment : due on shall accrue on the
the date two years from unpaid amount at
the date on which the an additional rate
loan is to be made of 2% p.a, for the
2nd instalment: due on period of default
the final maturity date i.e
date falling 4 years from
the date on which the
loan is made

***$$ Kreditanstalt Fur DM EURO 7.72 Portion I: 12% p.a Portion I: payable in 60 For overdue
Wiederaufbau, Frankfurt 46,500,000di million or lending rate of instalments payable interest payments,
am Main (“KfW”) vided into out Company semi-annually from shall pay damages
two equal applicable for the December 30, 2005 in a lump sum of
sub-limits disbursement by 3% above the
namely, our Company Portion II: the first discount rate of
minus 3%, disbursement is the Duetsche
Portion I : whichever is lower. repayable in six equal Bundesbank
DM However, semi-annual instalments effective at the due
23,250,000.0 minimum commencing from June date
0 applicable interest 30, 2011. The second
Portion II: rate is 0.75%. disbursement is
DM Current rate at repayable in eleven
23,250,000.0 0.75% p.a equal semi-annual
0 instalments
Potion II: 12% p.a commencing from
or lending rate of December 30, 2010
PFC applicable for
the disbursement
by PFC minus 3%,
whichever rate is
lower. However,
minimum interest
rate of 0.85% p.a
above the yield of
public bonds with a
remaining term of
10 years on the day
of the respective
disbursement.
Current rate at
5.15% p.a for the
current outstanding
disbursement.

171
Facility Agent Total Amount Rate of interest Repayment Date/ Penalty
amount of outstanding (% p.a.) Schedule
loan as of June 30,
sanctioned 2015
****$$$ Credit National Credit : FRF Euro 10.29 2% Each portion of this Any sum unpaid
(on behalf of the 167.4million million facility is repayable in on the due date
Government of the 46 equal and successive shall automatically
Republic of France) half-yearly instalments, carry interest
the first of which is accruing from the
payable 126 months maturity date of
from the date of the the debt until the
calendar half-year date of the actual
during which such payment at day to
disbursement has been day Paris
made Interbank Money
Market rate plus
1.5%

*****$$$$ Asian USD USD 16.98 Interest will be Each disbursement of No Penalty is
Development Bank 150,000,000 million calculated at this facility will be payable by our
(“ADB”) floating rate, which repaid in semi-annual Company in case
is the sum of instalments payable on interest due on the
Reference Rate and April 15 and October 15 loan is not paid.
the Fixed Spread ie of each year, the first ADB can
the Sum of LIBOR and last instalment with withdraw from
and the Fixed respect to such loan account and
Spread, currently at disbursement payable on pay to itself, any
0.85515% p.a the eleventh and fortieth amount due and
interest payment date not paid by our
respectively with respect Company
to such disbursement.
Each instalment shall be
1/30th of the disbursed
amount (except the last
which shall be equal to
the balance outstanding
amount). Entire
borrowing is due and
payable by October 15,
2028.

Interest payment Date:


It is the date
immediately after the
disbursement. on which
amortization schedule
for each disbursed
amount is established
^First Interest Period will commence on the date when loan is made and extends till two months thereafter. Interest
Period Subsequent to First Interest Period will start on last day of the First Interets PEriod and end on the date
falling four months after the last day of the First Interest Period. Subsequent Interest Period shall be six months
or any other period agreed between our Company and Agent.
^^Interest period starts from the date on which the loan is made or if the loan has already been made, from the
last day of the preceding Interest Period of the loan and extends for a period of either 6 months or any other
period agreed between our Company and the lenders. An Interest Period for the loan shall not extend beyond the
final repayment date.

Provisions pertaining to prepayment, default and rescheduling for the aforementioned foreign currency term loans:

Prepayment:

*Our Company, by giving 30 days’ notice, (or shorter period if Majority Lenders (as defined below) agree), may
prepay the loan amount on last day of Interest Period (as defined below), in whole or part (if in part, minimum of Yen

172
Equivalent of $50,000,000) and in Yen Equivalent to integral multiples of $10,000,000. Such amount is not subject
to prepayment penalty.

Loan can be prepaid after the last day of availability period, (i.e 45 days from date of agreement) or date of full
utilisation, cancellation or termination of agreement, whichever is earlier and if all sums payable under finance
documents have been paid.

Our Company also has the option of prepayment, by giving the Agent, notice of prepayment in relation to a single
lender, if the sum required to be paid to such lender by our Company requires to be increased in case of Tax
Gross-up or if such lender claims indemnification from our Company in case of Tax Indemnity or Increased Costs,
whilst the circumstances for such requirement or indemnification continues.

Majority Lenders refer to:

If there are no outstanding loans, then: lender/ lenders whose commitments aggregate more than 66 2/3% of
aggregate of commitments, or if the aggregate commitments have been reduced to zero then more than 662/3 % of
the aggregate commitments immediately before the reduction and at any other time: lender/ lenders whose
participation in the loans then outstanding aggregate more than 66 2/3% of the loans then outstanding.

#Our Company, upon happening of a Prepayment Event (as defined below), shall repay that lender who has become
aware of such event and has notified the Agent of the same, its participation in the loan. Such repayment shall be
either on the last day of the Interest Period for the loan occurring after the Agent has notified our Company or
the date specified by the Lender in the notice delivered to the Agent.

Prepayment Event:

Any event which may cause any Lender to suspect that:

 Our Company has engaged in any prohibited practice with respect to transactions pertaining to term
loan facility or
 Our Company has made available, the proceeds of the facility to any entity or any individual or entity
who is owned, controlled or acts on behalf of other entity, with whom transactions are prohibited or
restricted under sanction regulations (“Sanctioned Person”) or
 The corporate funds have been misused for unlawful contributions or unlawful payments or
 If our Company has violated the United States Foreign Corrupt Practices Act, 1977 or
 The operations of our Company have not been conducted in compliance with relevant laws.

** The same provisions pertaining to prepayment clauses as mentioned under * are applicable except for the
prepayment amount which is replaced by the following:

Our Company, by giving 30 days’ notice, (or shorter period if Majority Lenders agree), may prepay the loan
amount on last day of Interest Period, in whole or part (if in part, minimum US$50,000,000) and in an integral
multiple of US$10,000,000. Such amount is not subject to prepayment penalty or fee.

***Pursuant to a 30 days’ prior notice, our Company may prematurely repay Portion II only in the amount of
one or more repayments instalments together with the payment of a compensation for premature repayment to be
determined by KfW and computed on the basis of the capital market situation prevailing at the time and taking
into account the lost interest earnings and the reinvestment possibilities for the original remaining term of the
loan. Following repayment of Portion II, our Company may at any time prematurely repay Portion I in full or in
part.

****Upon giving no less than 3 months’ written notice to the Lead Bank, our Company may prepay the credit,
partially or wholly if it pays to the lenders the cost amounting to the difference, if any, between: the amount of
interest which would have accrued in relation to the amounts prepaid from the date of the prepayment to the date
initially set for prepayment, and the proceeds from the placing on the PARIS Interbank Money Market by the
lenders of such amounts prepaid from the date of the prepayment to the date initially set for prepayment.

*****Our Company can prepay the entire principal loan amount or principal amount of any one or more
maturities of the loan, provided all amounts due have been paid by giving at least 45 days written notice to ADB.
In case of partial prepayment, since separate amortization of specified Disbursed Amounts is allowed, such

173
prepayment shall be applied in the inverse order of the Disbursed Amount, with the Disbursed Amount withdrawn
last being repaid first. In case of full prepayment, the latest maturity will be repaid first. No penalty payable, but
Prepayment premium will be payable, as determined by ADB.

Terms and Consequences of Default:

$ Events of Default:

1. If our Company does not pay amount payable on due date unless such failure is due to administrative
or technical error or a disruption event and full payment is made within five (5) business days of its
due date.
2. Non satisfaction of financial covenants or any other condition of the finance documents by our
Company.
3. Misrepresentation by our Company with respect to the finance document or other connected
documents.
4. Cross Default Clause:
a. If any financial indebtedness of our Company is unpaid when due or within grace period
or becomes due prior to maturity period, due to any default by our Company.
b. Creditors cancel commitment for financial indebtedness of our Company, or declare
financial indebtedness of our Company before maturity date, due to default by our
Company.
c. Such financial indebtedness will not be considered Event of Default if it is less than USD
100,000,000.
d. Such default by our Company will not be considered Event of Default if it can satisfy the
Agent that it has entered into bona fide negotiations with the Creditors and such default
has been remedied by Company or creditors have waived their rights and remedies against
our Company
5. If value of assets of our Company is less than its liabilities and our Company is unable to pay its
debts.
6. If insolvency proceedings are proceeded against our Company in any jurisdiction.
7. Any expropriation, attachment, sequestration, distress or execution of the assets of our Company by
the creditors, having aggregate value of more than USD 5,000,000 (USD 10,000,000 in case of the
facility of USD 450,000,000 from State Bank of India, HongKong Branch) and not discharged by
Company within 14 business days.
8. Any lawful act to be done by our Company is not done or if it becomes unlawful or invalid for our
Company to perform its obligations under finance document or if the finance document ceases to be
in full force.
9. If our Company repudiates or rescinds or intends to repudiate or rescind a finance document.
10. If any authorization required by our Company to perform its obligations under the finance
documents or for the borrowing of loan is no longer in force.
11. Any litigation, final judgement or order against our Company, having a material adverse effect, in
the opinion of Agent.
12. If our Company ceases to carry on all or part of its material business or management of Company
is wholly or substantially removed or the conduct of Company’s business is curtailed by Government
policies.
13. Any event, as per the Agent, which may have a material adverse effect.

Consequence:

Company shall indemnify each finance party against any cost, loss or liability incurred by such party
due to such default and the Agent against any cost, loss or liability incurred by the Agent in investigating
any event which it reasonably believes to be a Default. Our Company shall also pay any additional
remuneration to the agent for any work done by the agent in case of any activity done beyond the scope
of its normal duties, in case of event of breach.

$$ Event of Default:

1. Our Company fails to make payments to KfW when due.


2. Violation of obligation under the term loan agreements.
3. Our Company is unable to prove that the loan amounts have been used for the stipulated purpose.

174
4. Extraordinary circumstances arise that preclude or seriously jeopardize the implementation,
operation or purpose for which facility is granted or the performance of the payment obligation
assumed by our Company under term loan agreements.

Consequence:

KfW may demand immediate repayment of: In (1) or (2): all outstanding loan amounts, all interest
accrued and other incidental charges. In (3): such loan amounts that our Company is unable to prove to
have been used for the stipulated purpose.

$$$ Event of default:

1. Default in payment of any instalment of principal or interest.


2. Default in payment of any fees within one month from the date of the claim.
3. Failure of performance of any undertaking arising out of the term loan agreement.
4. General moratorium decreed by the GoI.
5. Any act/decision of the GoI which impedes/might subsequently impede performance of the term loan
agreement.
6. Incorrect or misleading statements under the term loan agreement.
7. Judicial and enforcement proceedings against our Company which may significantly reduce the
value of the assets.
8. Transformation of the form, nature or corporate objects of our Company which in the opinion of the
lenders may render our Company unable to perform its obligation under the term loan agreement.
9. Liquidation, bankruptcy, judicial or amicable settlement of debts of our Company, our cessation of
business activities or failure of our Company to service its debts or any other legal or factual
situation which has similar results.

$$$$ Events and consequences of Default:

Suspension of Loan: Our Company may be suspended in whole or in part from making withdrawals from
the Loan Account, if inter alia, the following events occur;

1. Failure to make payment by our Company (even if such payment may have been made by the
Guarantor or a third party) of principal (including premium), interest or any other charge
required under the Loan Agreement or under any other loan agreement with Asian Development
Bank or any other financial obligation extended by ADB to any third party with the agreement
of our Company.
2. Failure to make payment of principal by the Guarantor (including premium), interest or any
other charges required under the Guarantee Agreement or under any other loan or guarantee
agreement with ADB or any other financial obligation extended by ADB to any third party with
the agreement of our Company.
3. Failure to perform any obligation by Company or Guarantor under Loan or the Guarantee
Agreement.
4. Suspension of any other loan agreement of our Company by ADB.
5. Any situation which has emerged which in the reasonable opinion of ADB will or may make it
improbable that the project can be successfully carried out.
6. The membership of ADB of the Country where the Project is to be carried out, is suspended or
ceases to continue, or a notice to withdraw from ADB has been submitted.
7. Any representation made by our Company or the Guarantor, or any statement relied upon by
ADB in making the loan, shall have been incorrect in any material respect.
8. Action taken by any authority having jurisdiction, for the dissolution or disestablishment of the
project, the alienation or transfer of any of its assets other than in the normal course of business,
or for the suspension of its operations.
9. Amendment or suspension of OPS, R-OFAP, MoA, AoA or any of their provisions which in the
reasonable opinion of ADB will materially affect the ability of our Company to successfully
carry out the project.

Cancellation of loan: The Loan Agreement may be cancelled in whole or in part, if inter alia, the
following events occur

175
1. The right of our Company to make withdrawals from the loan account shall have been
suspended for a continuous period of 30 days.
2. At any time ADB determines, after consultation with our Company, that any amount of the loan
will not be required for the purposes of the project.
3. On the loan closing date, an amount of the loan shall remain unwithdrawn from the loan
account.
4. At any time ADB determines, with respect to any contract to be financed in full or in part out of
the proceeds of the loan, that corrupt or fraudulent practices, were engaged in by
representatives of our Company, the Guarantor or any beneficiary of the loan during the
procurement of goods or services, consultants' selection or the execution of a contract, and our
Company or Guarantor did not take action satisfactory to ADB to remedy the situation, or
5. At any time ADB determines that the procurement of any goods or services to be financed out
of the proceeds of the loan is inconsistent with the procedure set out in the loan agreement.

ADB may by notice to our Company and the Guarantor terminate the right of our Company to
make withdrawals with respect to such amount. Upon the giving of such notice, such amount of
the loan shall be cancelled

Rescheduling

There are no provisions pertaining to rescheduling of loans in any of the aforementioned term loan agreements.

B. Senior Notes

Our Company has issued 6.61% Senior Notes in the United States of America aggregating to USD 180million on
a private placement basis through a purchase agreement dated August 30, 2007. The Senior Notes are unsecured,
and due to mature on September 5, 2017. Deutsche Bank Trust Company Americas is the fiscal agent, paying
agent, registrar and transfer agent for the Senior Notes. The current amount outstanding on this facility is USD
180million.

C. Medium Term Notes

Our Company had set up a ‘Medium Term Notes’ Programme in the year 2012, which was updated in April 2015.
However, our Company has not issued any notes pursuant to the said programme.

D. Rupee term loans

Set forth below is a brief summary of the rupee term loans taken by our Company from various banks and the
amounts outstanding therein as of June 30, 2015.

Name of Total Amount Rate of interest Repayment Penalty Prepayment


the lender amount of Outstanding (% p.a.) schedule
loan
sanctioned
*UCO ` 1000 crores. ` 1,000 crores Interest at base Portion I: In the case of Our Company is
Bank rate i.e 9.95% March 14, any default in allowed to prepay
Divided into p.a. (floating) 2019 the payment of the loan in part or
two equal with monthly Portion II: any of the full, without
portions, rests. March 18, instalments prepayment
Portion I: ` 2019 either of fess/charges,
500 crores principal or during the entire
and Portion interest, the tenure of term
II: ` 500 bank is entitled loan
crores to charge
interest rate of
2% p.a. over the
normal rate of
interest

*Union ` 175 crores ` 175 crores Interest at base Portion I: On default in No prepayment
Bank of rate i.e March 30, payment of penalty
India 2018 instalments on

176
Name of Total Amount Rate of interest Repayment Penalty Prepayment
the lender amount of Outstanding (% p.a.) schedule
loan
sanctioned
Divided into 10% p.a. Portion II: due dates, our
two portions, (floating) with September Company shall
Portion I: ` monthly rests 30, 2018 pay penal
15 crores and interest at such
Portion II: ` rate as the bank
160 crores in its discretion
determine on
the amount then
outstanding

*Union ` 900 crores ` 110 crores Interest at base Repayment On default in No prepayment
Bank of rate i.e for all the payment of penalty
India Divided into 10% p.a. loans would instalments on
five portions, (floating) with be due on due dates, our
Portion I: ` monthly rests April 24, Company shall
180 crores, 2016 pay penal
Portion II: ` interest at such
230 crores, rate as the bank
Portion III: ` in its discretion
110 crores, determine on
the amount then
Portion IV: `
outstanding
320 crores
and Portion
V: ` 60 crores

***State ` ` 1,000crores Bank’s base Repayment Penal interest at Our Company is


Bank of 1,000crores, rate plus 15 bps for both 2% p.a. over allowed to prepay
India divided into (floating) i.e. Portion I and and above the the loan in part or
two equal 9.85% p.a., with Portion II normal rate, in full, without
portions, monthly rests shall shall be charged prepayment
Portion I and commence at on overdue fees/charges with
Portion II. the end of 15 interest till paid. prior notice of 7
months from days. In absence
March 25, of such notice
2014, in 07 within 7 days,
quarterly premature
instalments (6 charges at 2% on
equal the amount
quarterly prepaid will
instalments of apply
` 143crores
and 1
instalment of
` 142 crores)

**Bank of ` 1,000crore ` 1,000crores Interest at base March 14, Penal interest of No penalty will
India rate (floating) 2018 2% p.a. on be imposed in the
i.e. presently at outstanding case of pre-
9.95% p.a amount for the payment either in
payable with default period full or in part,
monthly rests of payment with a prior
notice of 30 days

***Bank of ` 500crores, ` 500crores Interest at base Portion I: Penal interest of Waiver of pre-
India divided into 2 rate (floating) March 27, 2% p.a. on payment charges
portions (as i.e. presently 2021. outstanding after giving prior
per amounts 9.95% p.a. with Portion II: amount for the notice of 30 days,
drawn). monthly rests March 28, default period else 1%
Portion I: ` 2021. of payment prepayment
300crores, charges shall be
and Portion charged

177
Name of Total Amount Rate of interest Repayment Penalty Prepayment
the lender amount of Outstanding (% p.a.) schedule
loan
sanctioned
II: `
200crores

**Bank of ` 500crores ` 500crores Interest at base September No penalty will


India rate (floating) 20, 2018. be imposed in the
i.e. presently at case of pre-
9.95% p.a. payment either in
payable with full or in part.
monthly rests.

**Bank of ` 30crores ` 30crores Interest at the March 30, No penalty will


India base rate 2018. be imposed in the
(floating) i.e. case of pre-
presently at payment either in
9.95% p.a with full or in part
monthly rests

**Bank of ` 470 crores ` 470 crores Interest at base September Prepayment


India rate of the bank, 20, 2018. allowed either in
i.e. presently at full or in part
9.95% without any
(floating), charges/ penalty
payable with
monthly rests

****Canar ` 250crores ` 105crores Interest at the March 30, 2% on the Prepayment


a Bank (includes the base rate p.a 2020 overdues for penalty is nil if
only (floating) delay in prepayment in
withdrawal of presently at servicing the part or full is
` 105crores. 10% p.a. and to interest and made with 7
The be reset repayment of days’ prior notice
remaining annually from loan on due
sanctioned the date of the date, as per
amount of ` first sanction letter
145 crores disbursement dated
lapsed on December 28,
account of 2012
expiry of the
drawdown
date which
was upto
March 31,
2013)
****Canar ` 500 crores, ` 500 crores Interest as per Portion I: No Penalty Prepayment
a Bank divided into 2 base rate + August 31, option without
portions (as 0.20% on 2015 any prepayment
per amounts floating basis Portion II: charges subject to
drawn), (presently at September a minimum
Portion I: 75 10% p.a.) 01, 2015 notice of 30 days
crores and
Portion II: `
425 crores

****Canar ` 1,000crores, ` 1,000crores Interest at the Repayment 2% on the Prepayment


a Bank withdrawn in base rate p.a for both overdues for penalty is nil if
2 portions, (floating) i.e Portion I and delay in prepayment in
Portion I: ` presently 10% Portion II servicing the part or full is
453.38 crores p.a with would be due interest and made with 7
and Portion monthly rests on March 28, repayment of days’ prior notice
II: ` 546.62 2019. loan on due
crores\ date.

178
Name of Total Amount Rate of interest Repayment Penalty Prepayment
the lender amount of Outstanding (% p.a.) schedule
loan
sanctioned
****Canar ` 500 crores, ` 500 crores Interest at base Portion I: No penalty Prepayment
a Bank divided into 2 rate of the bank, March 28, option without
sub-limits, i.e. presently at 2018 any prepayment
Portion I: 280 10% (floating), Portion II: charges subject to
crores and payable with March 29, a minimum
Portion II: ` monthly rests 2018 notice of 30 days
220 crores

Provisions pertaining to default and rescheduling for the aforementioned rupee term loans:

Rescheduling

There are no provisions pertaining to rescheduling of loans in any of the above rupee term loan agreements.

Events and Consequences of Default:

Given below are the events constituting default as well as their consequences for the aforementioned rupee term
loan agreements:

*Events of Default:

(i) If our Company defaults in the payment of any instalments.


(ii) Breach of any terms and condition in furtherance of the facility grant.
(iii) Our Company enters into arrangement or composition with its creditors or commits an act of insolvency.
(iv) Occurrence of event that would prejudicially affect the capacity of our Company to repay the loan.
(v) Winding up resolution passed by our Company.
(vi) Our Company ceasing or threatening to cease business or gives notice of intention to do so.

Consequences:

The entire outstanding balance shall be payable/ due by our Company, if any, on happening of any of the
aforementioned events.

** Events of Default:

Any violation of any of the undertakings or violation of any of the terms and conditions of the sanction of the
facilities or violation of the terms and conditions of any of the loan documents or any other subsequent
communication in this regard, shall constitute default.

Consequences:

The Bank shall be within its rights and entitled to forthwith revoke and/or recall the said facilities and or any
other facilities granted to our Company and take whatever action that the Bank may deem fit without prejudice
to any other rights of the Bank.

***Events of Default

(1) Failure to pay principal money or a portion thereof on the due date.
(2) Any interest remaining unpaid and in arrears for 3 months after becoming due, whether demanded or
not.
(3) Our Company’s breach or default in the performance or observance of covenants.
(4) Our Company entering into arrangements or composition with the creditors or committing an act of
insolvency.
(5) Our Company going into liquidation.
(6) Receiver being appointed in respect of whole or part of our Company’s property.
(7) Our company threatening to cease or ceasing the carrying on of business.

179
(8) Any other event which prejudicially affects the capacity of our Company to repay the loan.

Consequence of default: The Bank will be entitled to call up the term loan or such portion thereof as declared or
determined to be outstanding by the bank.

****Events of Default:

(1) Any instalments or portion remaining unpaid after due date.


(2) Any interest remaining unpaid and in arrears for 3 months after becoming due, whether demanded or
not.
(3) Commitment of any breach or default in the performance or observance of the presents and terms of the
sanction or conditions or proposals of the bank.
(4) Our company entering into arrangements or composition with the creditors or committing an act of
insolvency/winding up.
(5) Execution or distress being imposed or levied against the whole or part of our Company’s property.
(6) Our Company going into liquidation except for the purposes of amalgamation or reconstruction.
(7) Any of the partners in the case of a firm adjudged insolvent or deliberately going into insolvency by
taking advantage of the law.
(8) Receiver being appointed in respect of whole or part of the property.
(9) Our Company threatening to cease or ceasing the carrying on of business.
(10) Occurrence of the event which as per the bank impairs, imperils, or depreciates or likely to do the
aforementioned to the security given to the bank.
(11) Occurrence of the event which in the opinion of the bank is likely to be prejudicial or adverse to our
Company’s capacity to repay the loan.

Consequence of the default: Whole advance becomes due and payable and the bank shall be entitled to enforce
recovery of the same either personally or by enforcing the securities furnished by our Company.

E. Other facilities obtained from banks

Set forth below is a brief summary of other facilities availed of by our Company from various banks.

180
Name of the Type of Total Amount Rate of interest Repayment schedule
lender facility amount of Outstanding
loan (% p.a.)
sanctioned

State Bank Fund based ` 1,000 ` 1000 crores Cash credit: 0% above the Cash credit: On demand
of India working crores base rate, present
capital facility effective rate 9.70% p.a.
to be utilized Sub-limits: with monthly rest
as cash credit Bank
or working Guarantee
capital limit is up to
WCDL: Competitive rate WCDL: as per the tenor of
demand loan ` 100 will be quoted subject to the loan with a lock in
(“WCDL”) crores. negotiation and approval period (as per the terms and
by the competent conditions prevailing from
authority at the time of time to time) not exceeding
the actual utilization of 180 days.
the limit,

The Bank of Short term Upto ` ` 240 crores At the rates specifically On demand with a notice of
Nova Scotia working 2,400 advised for the facility atleast 7 days
capital loan * million from time to time, based
only. on the interest periods of
between 7 days to 180
days, presently fixed at
9.35%

Overdraft Upto ` At the rates specifically


2,400 advised for the facility
million from time to time,
only. presently fixed at 9.35 %

Note:
aggregate
amount
outstanding
under both
facilities not
to exceed `
2,400
million
only.

HDFC Bank Short term Upto ` 900 ` 900 crores Base rate as per RBI 30 days
loan** crores rules, presently at 9.70%

Working
capital
demand loan

ICICI Bank Line of credit/ ` 20 billion ` 1,725.95 As stipulated by ICICI Maximum tenor of each
Short Term crores bank i.e I-base + “spread” tranche: 180 days or the
Loan**** p.a + applicable interest period as advised from
tax or other statutory time to time, from the date
levy, if any, present rate of the disbursement of such
at 9.70% tranche.

The minimum tenor of each


tranche is 4 days.

181
Provisions pertaining to prepayment, default, penalty and rescheduling for the aforementioned short term loans:

*Penalty: On non-compliance of conditions of the credit and reporting requirements, minimum 1% p.a. penal rate
of interest over and above the rate being charged. In the event of default or untimely payment by our Company a
default rate of interest will be charged by the Bank at the Bank Rate plus 4% p.a.

Prepayment: not permitted without the Bank’s consent.

Events of Default:

(i) Failure to make when due, whether on demand or at a fixed payment date, by acceleration or otherwise,
payments of interest, principal or other amounts payable to the Bank
(ii)Breach by our Company of any other terms or conditions contained in the facility letter or in any other
agreements to which our Company and the Bank are parties to or may become parties to
(ii)Cross-default of more than ` 100 million or equivalent in other currencies occurs in any credit, loan or facility
agreement to which our Company is a party.
(iv)Any bankruptcy, reorganisation, compromise, arrangements, insolvency or liquidation proceedings or other
proceedings for relief of debtors other than in the normal course of the business are instituted by or against our
Company and are allowed against or consented to by our Company or are not dismissed or stayed within 60 days
after such institution.
(v) A receiver being appointed over any property of our Company or any judgment or order or any process of any
court becomes enforceable against our Company or any property of our Company or any creditor takes possession
of any property of our Company and the same has not been dismissed and stayed within 60 days of such
institution.
(vi) The Facilities shall be subject to review at the sole discretion of the Bank and our Company is allowed a
notice of atleast 7 days to repay the Bank’s entire outstanding including any accrued interest thereon under the
Facilities, if any of the following will occur:
(1) Any reorganisation, compromise, arrangements or other proceedings for relief of debtors undertaken
other than in the normal course of the business.
(2) Any course of action is undertaken by our Company, with respect to our Company which would result in
the reorganisation, amalgamation or merger of our Company, with another corporation or the transfer
of all or substantially all the assets of our Company.
(3) Any material adverse change, in the opinion of the Bank, occurs;
a. In any property, equipment, business activities or financial condition of our Company.
b. In the environmental condition of our Company

Consequences of the Event of Default:

All indebtedness and liability of our Company to the Bank under the Facilities not payable on demand, shall, at
the option of the Bank become due and payable within 7 days and the obligation of the bank to make further
advances or other accommodation available under the facilities shall terminate.

**Prepayment: Allowed without penal interest with one day prior notice.

Penalty: The applicable rate plus 2% rate of interest will be applicable on the loan.

****Events of Default:

(1) Non compliance with any of the terms of credit arrangement letter.
(2) Violation of any of the terms of credit arrangement letter.
(3) Non payment of the principal and interest on the due dates.
(4) Our Company suspends or ceases to carry on the business.
(5) Use of the facility for purpose other than one for which it is sanctioned.

Consequences:

Bank shall have the absolute right to recall the credit facilities and to enforce the realisation of our Company's
dues, notwithstanding terms of schedule of repayment and without prejudice to the bank's other rights available
under the credit arrangement letter

182
Prepayment:

Partial or full prepayment can be made for any amount upto ` 20 billion with the prior notice of one business
day. After the prepayment, the facility shall be available again for drawal at the discretion of the Bank with one
business day prior notice within the overall tenor of the facility.

Penalty:

From the date of the occurrence of an Event of Default till such event has been corrected, a default rate at3% p.a.
over and above the interest rate.

F. Commercial Paper

Set forth below are brief details of commercial papers issued by our Company and the amounts outstanding
thereon as of June 30, 2015:

Details of series Maturity date Maturity amount Amount outstanding (in ` Rate of interest (%
(in ` Crores) Crores) p.a)
Series 65 July 15, 2015 1,400.00 1,395.62 8.25%

Series 66 September 10, 1,800.00 1,773.18 7.78%


2015
Series 64-II July 15, 2015 350.00 348.92 8.15%

G. Non – convertible debentures/bonds

Set forth below is a brief summary of the unsecured bonds issued by our Company and the amounts outstanding
thereon as of June 30, 2015:

Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Bonds (2017) 190.00 190.00 May 16, 2002 Repayable at par at the end of 15 AAA from
Series XIII and May 24, years from the deemed dates of CRISIL, ICRA
2002 allotment at 9.60% p.a and CARE

Debenture 250.00 75.00 October 3, Repayable in 10 equal annual


(2017) Series 2002 instalments beginning from the
XVII date next to the expiry of the sixth
year after an initial moratorium
period of 5 years from the date of
allotment at 8.21% p.a

Debenture 250.00 75.00 November 13, Redeemable in 10 equal annual


(2017) Series 2002 instalments beginning from the
XVIII date next to the expiry of the sixth
year after an initial moratorium
period of 5 years from the date of
allotment at 7.87% p.a

Zero Coupon 157.96 418.54 December 30, Coupon Rate: Zero coupon bonds
Bond (2022) 2002 having face value of ` 0.10
Series XIX million each, aggregating to `
7500 million, allotted at a
discounted aggregate amount of `
1,579.58 million

Maturity and Redemption: At par


at the end of 20 years from the
deemed date of allotment

183
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)

Debenture Series 1,734.70 1734.70 December 30, At par at the end of 10 years from
XXV 2005 the deemed date of allotment at
7.60% p.a

Debenture Series 1,261.80 1,261.80 February 24, At par at the end of 10 years from
XXVI 2006 the deemed date of allotment at
7.95% p.a

Debenture Series 1,000.00 1,000.00 March 17, At par at the end of 10 years from
XXVII-A 2006 the deemed date of allotment at
8.20% p.a

Debenture Series 600.00 600.00 May 31, 2006 At par at the end of 15 years from
XXVIII the deemed date of allotment at
8.85% p.a

Debenture Series 250.00 250.00 September 7, At par at the end of 10 years from
XXIX - A 2006 the deemed date of allotment at
8.80% p.a

Debenture Series 1,451.20 1,451.20 December 15, At par at the end of 10 years from
XXXI-A 2006 the deemed date of allotment at
8.78% p.a

Debenture Series 561.50 561.50 March 22, At par at the end of 10 years from
XXXIII-B 2007 the deemed date of allotment at
9.90% p.a

Debenture Series 500.50 500.50 March 30, At par at the end of 10 years from
XXXIV 2007 the deemed date of allotment at
9.90% p.a

Debenture Series 530.00 530.00 May 18, 2007 At par at the end of 10 years from
XXXV the deemed date of allotment at
9.96% p.a

Debenture Series 650.00 650.00 December 28, At par at the end of 10 years from
XL-C 2007 the deemed date of allotment at
9.28% p.a

Debentures 780.70 780.70 June 9, 2008 At par at the end of 10 years from
Series XLVII-C the deemed date of allotment at
9.68% p.a

Debenture Series 259.70 259.70 July 15, 2008 At par at the end of 10 years from
XLVIII-C the deemed date of allotment at
10.55% p.a

Debenture Series 428.60 428.60 August 11, At par at the end of 10 years from
XLIX-B 2008 the deemed date of allotment at
10.85% p.a

Debenture Series 80.80 80.80 August 25, At par at the end of 7 years from
L-C 2008 the deemed date of allotment at
10.70% p.a

Debenture Series 3,024.40 3,024.40 September 15, At par at the end of 10 years from
LI-C 2008 the deemed date of allotment at
11.00% p.a

184
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 5.80 5.80 November 28, At par at the end of 7 years from
LII-B 2008 the deemed date of allotment at:
11.30% p.a

Debenture Series 1,950.60 1,950.60 November 28, At par at the end of 10 years from
LII-C 2008 the deemed date of allotment at
11.25% p.a

Debenture Series 2,599.50 1,733.00 August 7, 2009 Coupon Rate: 8.60% p.a
LVII-B (II & III)
Maturity and Redemption: At par
in 3 equal annual instalments.
Each bond will comprise 3
detachable, separately
transferable redeemable principal
parts redeemable at par at the end
of the 5th, 10th, 15th year
respectively from the deemed date
of allotment
Debenture Series 1,216.60 1,216.60 October 15, At par at the end of 10 years from
LIX-B 2009 the deemed date of allotment at
8.80% p.a

Debenture Series 925.00 925.00 November 20, Coupon Rate: 1 year Indian
LX-B 2009 Constant Maturity Treasury
Benchmark Rate plus 179 basis
points

Maturity and Redemption: At par


at the end of 10 years from the
deemed date of allotment

Debenture Series 1,053.00 702.00 December 15, Coupon Rate: 8.50% p.a
LXI 2009
Maturity and Redemption: At par
in 3 equal annual instalments.
Each bond will comprise 3
detachable, separately
transferable redeemable principal
parts redeemable at par at the end
of the 5th, 10th, 15th year
respectively from the deemed date
of allotment
Debenture Series 845.40 845.40 January 15, At par at the end of 10 years from
LXII A 2010 the deemed date of allotment at
8.70% p.a

Debenture Series 1,172.60 1,172.60 January 15, At par at the end of 15 years from
LXII B 2010 the deemed date of allotment at
8.80% p.a

Debenture Series 552.00 368.00 March 15, Coupon Rate: 8.90% p.a
LXIII 2010
Maturity and Redemption: At par
in 3 equal annual instalments.
Each bond will comprise 3
detachable, separately
transferable redeemable principal
parts redeemable at par at the end
of the 5th, 10th, 15th year
respectively from the deemed date
of allotment

185
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 1,477.00 984.00 March 30, Coupon Rate: 8.95% p.a
LXIV 2010
Maturity and Redemption: At par
in 3 equal annual instalments.
Each bond will comprise 3
detachable, separately
transferable redeemable principal
parts redeemable at par at the end
of the 5th, 10th, 15th year
respectively from the deemed date
of allotment
Debenture Series 4,012.50 2,675.00 May 14, 2010 Coupon Rate: 8.70% p.a
LXV
Maturity and Redemption: At par
in 3 equal annual instalments.
Each bond will comprise 3
detachable, separately
transferable redeemable principal
parts redeemable at par at the end
of the 5th, 10th, 15th year
respectively from the deemed date
of allotment
Debenture Series 500.00 500.00 June 15, 2010 At par at the end of 10 years from
LXVI-A the deemed date of allotment at
8.65% p.a

Debenture Series 1,532.00 1,532.00 June 15, 2010 At par at the end of 15 years from
LXVI -B the deemed date of allotment at
8.75% p.a

Debenture Series 633.00 633.00 June 15, 2010 At par at the end of 20 years from
LXVI –C the deemed date of allotment at
8.85% p.a

Debenture Series 147.00 147.00 August 4, 2010 At par on July 15, 2015 at 8.25%
LXVIII-A p.a

Debenture Series 1,424.00 1,424.00 August 4, 2010 At par on July 15, 2020 at 8.70%
LXVIII –B p.a

Debenture Series 1,549.00 1,549.00 November 15, At par at the end of 10 years from
LXX 2010 the deemed date of allotment at
8.78% p.a

Debenture Series 578.10 578.10 December 15, Coupon Rate: 9.05% p.a
LXXI – A, B & C 2010
Maturity and Redemption: At par
in 3 equal annual instalments.
Each bond will comprise 3
detachable, separately
transferable redeemable principal
parts redeemable at par at the end
of 10th, 15th and 20th year
respectively from the deemed date
of allotment

Debenture Series 144.00 144.00 January 14, At par at the end of 07 years from
LXXII-A 2011 the deemed date of allotment at
8.97% p.a

Debenture Series 1,219.00 1,219.00 January 14, At par at the end of 10 years from
LXXII-B 2011 the deemed date of allotment at :
8.99% p.a

186
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)

Debenture Series 1,000.00 1,000.00 April 15, 2011 At par at the end of 10 years from
LXXIII the deemed date of allotment at
9.18% p.a

Debenture Series 1,693.20 1,693.20 June 09 At the end of 10 years from the
LXXIV 2011 date of allotment at 9.70% p.a

Debenture Series 360.00 360.00 June 29 At the end of 5 years from the date
LXXV-B 2011 of allotment at 9.62% p.a

Debenture 2,084.70 2,084.70 June 29 At the end of 10 years from the


Series 2011 date of allotment at 9.61% p.a
LXXV-C
Debenture Series 2,589.40 2,589.40 August 1 2011 At the end of 10 years from the
LXXVI-A date of allotment at 9.36% p.a

Debenture Series 1,105.00 1,105.00 August 1 2011 At the end of 15 years from the
LXXVI-B date of allotment at 9.46% p.a

Debenture Series 1,083.60 1,083.60 September 1, At the end of 5 years from the date
77-A 2011 of allotment at 9.41% p.a

Debenture Series 2,568.00 2,568.00 September 1, At the end of 15 years from the
77-B 2011 date of allotment at 9.45% p.a

Debenture Series 1,180.00 1,180.00 September 23, Coupon Rate: 9.44% p.a
78-B 2011
Maturity and Redemption: At the
end of 10 years from the date of
allotment with put and call option
after end of 7th year
Debenture Series 825.00 825.00 December 15, At the end of 5 years from the date
82-B 2011 of allotment at 9.64% p.a

Debenture Series 2,060.00 2,060.00 December 15, At the end of 7 years from the date
82-C 2011 of allotment at 9.70% p.a

Debenture Series 1,521.20 1,521.20 February 17, At the end of 5 years from the date
84 2012 of allotment at 9.33% p.a

Debenture Series 79.50 79.50 March 06, At the end of 8 years 40 days from
85-C 2012 the date of allotment at 9.30% p.a

Debenture Series 736.00 736.00 March 06, At the end of 11 years 40 days
85-D 2012 from the date of allotment at
9.26% p.a

Debenture Series 23.00 23.00 March 20, At the end of 5 years with put &
87-B 2012 call option on completion of 2
years from the deemed date of
allotment at 9.72% p.a

Debenture Series 650.80 650.80 March 20, At the end of 8 years from the
87-D 2012 deemed date of allotment at
9.42% p.a

187
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 184.70 184.70 March 28, At the end of 10 years & 18 days
88-C 2012 from the deemed date of allotment
9.48% p.a

Debenture Series 2,595.00 165.00 May 02, 2012 At the end of 5 years with put &
89-A call option on completion of 2
years from the deemed date of
allotment at 9.52% p.a

Debenture Series 552.90 537.90 June 01, 2012 At the end of 5 years with put &
90-A call option on completion of 2
years from the deemed date of
allotment at 9.61% p.a

Debenture Series 391.00 391.00 June 01, 2012 At the end of 7 years with put &
90-B call option on completion of 5
years from the deemed date of
allotment at 9.41% p.a

Debenture Series 107.50 107.50 June 29, 2012 At the end of 5 years from the
91-A deemed date of allotment at
9.40% p.a

Debenture Series 2,695.20 2,695.20 June 29, 2012 At the end of 10 years with put &
91-B call option on completion of 7
years from the deemed date of
allotment at 9.39% p.a

Debenture Series 1,530.00 50.00 August 21, At the end of 5 years with put &
92-A 2012 call option on completion of 18
month from the deemed date of
allotment at 9.01% p.a

Debenture Series 1,930.00 1,930.00 August 21, At the end of 5 years from the
92-B 2012 deemed date of allotment at
9.27% p.a

Debenture Series 640.00 640.00 August 21, At the end of 10 years with put &
92-C 2012 call option on completion of 8
years from the deemed date of
allotment at 9.29% p.a

Debenture Series 950.00 950.00 October 15, At the end of 5 years from the
93-B 2012 deemed date of allotment at
8.91% p.a

Debenture Series 324.00 324.00 February 08, At the end of 4 years from the
98-A 2013 deemed date of allotment at
8.72% p.a

Debenture Series 324.00 324.00 February 08, At the end of 5 years from the
98-B 2013 deemed date of allotment at
8.72% p.a

Debenture Series 324.00 324.00 February 08, At the end of 6 years from the
98-C 2013 deemed date of allotment at
8.72% p.a

Debenture Series 2.00 2.00 February 20, At the end of 5 years from the
99-A 2013 deemed date of allotment at
8.77% p.a

188
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 733.00 733.00 February 20, At the end of 7 years from the
99-B 2013 deemed date of allotment at
8.82% p.a

Debenture Series 54.30 54.30 March 04, At the end of 7 years from the
100-A 2013 deemed date of allotment at
8.86% p.a

Debenture Series 1,310.00 1,310.00 March 04, At the end of 10 years from the
100-B 2013 deemed date of allotment at
8.84% p.a

Debenture Series 3,201.00 3,201.00 March 11, At the end of 5 years from the
101-A 2013 deemed date of allotment at
8.95% p.a

Debenture Series 1,370.00 1,370.00 March 11, At the end of 15 years from the
101-B 2013 deemed date of allotment at
9.00% p.a

Debenture Series 403.00 403.00 March 18, At the end of 5 years from the
102-A(I) 2013 deemed date of allotment at
8.90% p.a

Debenture Series 403.00 403.00 March 18, At the end of 10 years from the
102-A(II) 2013 deemed date of allotment at
8.90% p.a

Debenture Series 403.00 403.00 March 18, At the end of 15 years from the
102-A(III) 2013 deemed date of allotment at
8.90% p.a

Debenture Series 70.00 70.00 March 18, At the end of 10 years with put &
102-B 2013 call option after 7 years from the
deemed date of allotment at
8.87% p.a

Debenture Series 2,807.00 2,807.00 March 25, At the end of 15 years from the
103 2013 deemed date of allotment at
8.94% p.a

Debenture Series 4,000.00 4,000.00 May 15, 2013 At the end of 3 years from the
104-A deemed date of allotment at
8.35% p.a

Debenture Series 800.00 800.00 June 14, 2013 At the end of 10 years from the
105 deemed date of allotment at
(subordinated 8.19% p.a
Tier II bonds)
Debenture Series 3,033.00 3,033.00 June 25, 2013 At the end of 3 years from the
106-B deemed date of allotment at
8.27% p.a

Debenture Series 1,000.00 1,000.00 January 13, At the end of 10 years from the
111 2014 deemed date of allotment at
(subordinated 9.65% p.a
Tier II bonds)
Debenture Series 2,000.00 2,000.00 February 21, At the end of 10 years from the
114 2014 deemed date of allotment at
(subordinated 9.70% p.a
Tier II bonds)

189
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 1,650.00 1,650.00 July 07, 2014 At the end of 3 years from the
115 -I deemed date of allotment at
9.11% p.a

Debenture Series 100.00 100.00 July 07, 2014 At the end of 5 years from the
115 -II deemed date of allotment at
9.15% p.a

Debenture Series 700.00 700.00 July 07, 2014 At the end of 7 years from the
115 -III deemed date of allotment at
9.20% p.a

Debenture Series 1,885.00 1,885.00 July 31, 2014 At the end of 2 years from the
116 deemed date of allotment at
9.16% p.a

Debenture Series 1,311.00 1,311.00 August 19, At the end of 3 years from the
117-A 2014 deemed date of allotment at
9.32% p.a

Debenture Series 855.00 855.00 August 19, At the end of 10 years from the
117-B 2014 deemed date of allotment at
9.37% p.a

Debenture Series 2,160.00 2,160.00 August 27, At the end of 3 years from the
118-A 2014 deemed date of allotment at
9.30% p.a

Debenture Series 460.00 460.00 August 27, At the end of 5 years from the
118-B(I) 2014 deemed date of allotment at
9.39% p.a

Debenture Series 460.00 460.00 August 27, At the end of 10 years from the
118-B(II) 2014 deemed date of allotment at
9.39% p.a

Debenture Series 460.00 460.00 August 27, At the end of 15 years from the
118-B(III) 2014 deemed date of allotment 9.39%
p.a

Debenture Series 550.00 550.00 September 17, At the end of 1 years 1 month
119-A 2014 from the deemed date of allotment
8.95% p.a

Debenture Series 1,591.00 1,591.00 September 17, At the end of 5 years from the
119-B 2014 deemed date of allotment at
9.32% p.a

Debenture Series 961.00 961.00 October 8, At the end of 10 years with put
120-A 2014 option after 2 years from the
deemed date of allotment with
annual interest payment at 8.98%
p.a

Debenture Series 950.00 950.00 October 8, Maturity and Redemption At the


120-B 2014 end of 10 years with put option
after 2 years from the deemed date
of allotment with first intereston
annual compounding basis
after 2 years and thereafter
annually at 8.98% p.a

190
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 1,500.00 1,500.00 October 21, At the end of 3 years from the
121-A 2014 deemed date of allotment at
8.90% p.a

Debenture Series 1,100.00 1,100.00 October 21, At the end of 5 years from the
121-B 2014 deemed date of allotment at
8.96% p.a

Debenture Series 1,000.00 1,000.00 November 7, At the end of 5 years from the
122 2014 deemed date of allotment at
8.76% p.a

Debenture Series 1,075.00 1,075.00 November 28, At the end of 3 years from the
123-A 2014 deemed date of allotment at
8.50% p.a

Debenture Series 836.00 836.00 November 28, At the end of 5 years from the
123-B 2014 deemed date of allotment at :
8.65% p.a

Debenture Series 200.00 200.00 November 28, At the end of 5 years from the
123-C 2014 deemed date of allotment at
8.66% p.a

Debenture Series 1,220.00 1,220.00 December 9, At the end of 5 years from the
124-A 2014 deemed date of allotment at
8.52% p.a

Debenture Series 1,200.00 1,200.00 December 9, At the end of 7 years from the
124-B 2014 deemed date of allotment at
8.55% p.a

Debenture Series 1,000.00 1,000.00 December 9, At the end of 10 years from the
124-C 2014 deemed date of allotment at
8.48% p.a

Debenture Series 2,826.00 2,826.00 December 29, Coupon Rate: 8.65% p.a
125 2014 Maturity and Redemption At the
end of 10 years from the deemed
date of allotment

Debenture Series 5,000.00 5,000.00 January 5, At the end of 10 years from the
126 2015 deemed date of allotment 8.65%
p.a

Debenture Series 4,440.00 4,440.00 February 26, At the end of 5 years from the
127 2015 deemed date of allotment at
8.36% p.a

Debenture Series 1,600.00 1,600.00 March 10, At the end of 10 years from the
128 2015 deemed date of allotment at
8.20% p.a

Debenture Series 980.00 980.00 March 13, At the end of 3 years 3 months
129-A 2015 from the deemed date of allotment
at 8.29% p.a on annual
compounding basis

Debenture Series 100.00 100.00 March 13, At the end of 3 years 3 months
129-B 2015 from the deemed date of allotment
at 8.29% p.a

191
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 1,175.00 1,175.00 March 19, At the end of 3 years 3 months
130-A 2015 from the deemed date of allotment
at 8.40% p.a

Debenture Series 200.00 200.00 March 19, At the end of 5 years 1 month
130-B 2015 from the deemed date of allotment
at 8.42% p.a

Debenture Series 925.00 925.00 March 19, At the end of 10 years 1 months
130-C 2015 from the deemed date of allotment
at 8.39% p.a

Debenture Series 100.00 100.00 March 27, At the end of 3 years 1 months
131-A 2015 from the deemed date of allotment
at 8.34% p.a

Debenture Series 1,350.00 1,350.00 March 27, At the end of 5 years 1 months
131-B 2015 from the deemed date of allotment
at 8.38% p.a

Debenture Series 5,000.00 5,000.00 March 27, At the end of 10 years from the
131-C 2015 deemed date of allotment at
8.41% p.a

Debenture Series 272.00 272.00 April 16, 2015 At the end of 2 years 11 months
132-A and 24 days from the deemed date
of allotment at 8.03% p.a

Debenture Series 200.00 200.00 April 16, 2015 At the end of 3 years 1 month
132-B from the deemed date of allotment
at 8.09% p.a

Debenture Series 545.00 545.00 April 24, 2015 At the end of 1 year 11 month and
133-A 10 days from the deemed date of
allotment at : 8% p.a

Debenture Series 605.00 605.00 April 24, 2015 At the end of 2 years from the
133-B deemed date of allotment at 8%
p.a

Debenture Series 1,500.00 1,500.00 May 28, 2015 At the end of 2 years from the
134-A deemed date of allotment at
8.35% p.a

Debenture Series 1,500.00 1,500.00 May 28, 2015 At the end of 3 years from the
134-B deemed date of allotment 8.39%
p.a

Debenture Series 1,210.00 1,210.00 June 29, 2015 At the end of 3 years from the
135-A deemed date of allotment at
8.40% p.a

192
Details of Amount Amount Deemed date Coupon rate, tenor and Credit Rating
bonds/NCDs Raised (` Outstanding of allotment redemption date
in crs) (` in crs)
Debenture Series 1,500.00 1,500.00 June 29, 2015 At the end of 4 years from the
135-B deemed date of allotment at
8.50% p.a

Secured borrowing availed by our Company

Set forth below is a brief summary of the secured bonds issued by our Company and the amounts outstanding
therein as of June 30, 2015.

A) Secured taxable Infrastructure bonds as on June 30, 2015

Details of Amount Amount Deemed date of Coupon rate and Security Credit
bonds Raised outstanding allotment maturity and Rating
(` in crs) (` in crs) redemption
8.30% Long 66.80 66.80 March 30, 2011 Repayable at the end of Charge by way of AAA from
Term 10 years from the mortgage of the right, CRISIL,
Infrastructure deemed date of title and interest in the ICRA and
Bonds Series-I allotment at 8.30% p.a immovable property CARE
as specified in the first
schedule of the trust
deed and exclusive
first charge in the way
of hypothecation of
8.30% Long 139.68 139.68 March 30, 2011 Repayable at the end of
receivables as detailed
Term 10 years from the
under second schedule
Infrastructure deemed date of
of the bond agreement
Bonds Series-II allotment at 8.30% p.a

8.50% Long 6.13 6.13 March 30, 2011 Repayable at the end of
Term 15 years from the
Infrastructure deemed date of
Bonds Series- allotment at 8.50% p.a
III

8.50% Long 22.75 22.75 March 30, 2011 Repayable at the end of
Term 15 years from the
Infrastructure deemed date of
Bonds Series- allotment at 8.50% p.a
IV
8.50% Long 32.44 32.43 November 21, Repayable at the end of First pari passu charge
Term 2011 10 years from the by mortgage of the
Infrastructure deemed date of right, title and interest
Bonds Series-I allotment at 8.50% p.a in the immovable
property as
8.30% Long 51.15 51.15 November 21, Repayable at the end of specifically detailed in
Term 2011 10 years from the the First Schedule of
Infrastructure deemed date of trust deed and first
Bonds Series-II allotment at 8.50% p.a pari passu charge on
all the present and
8.50% Long 3.23 3.23 November 21, Repayable at the end of future receivables
Term 2011 15 years from the excluding those
Infrastructure deemed date of receivables which are
Bonds Series- allotment at 8.75% p.a specifically charged
III for infra bonds issue

193
Details of Amount Amount Deemed date of Coupon rate and Security Credit
bonds Raised outstanding allotment maturity and Rating
(` in crs) (` in crs) redemption
8.50% Long 8.83 8.83 November 21, Repayable at the end of FY 2010-11 (charged
Term 2011 15 years from the in favour of GDA
Infrastructure deemed date of trustee)
Bonds Series- allotment at 8.75% p.a
IV
Long Term 9.04 9.04 March 30, 2012 Repayable at the end of First pari passu charge
Infrastructure 10 years from the by mortgage of the
Bonds Series- deemed date of right, title and interest
86-A allotment at 8.43% p.a in the immovable
property as
Long Term 17.81 17.81 March 30, 2012 Repayable at the end of specifically detailed in
Infrastructure 10 years from the the First Schedule of
Bonds Series- deemed date of the trust deed and first
86-B allotment at 8.43% p.a pari passu charge on
all the present and
Long Term 0.95 0.95 March 30, 2012 Repayable at the end of future receivables
Infrastructure 15 years from the excluding those
Bonds Series- deemed date of receivables which are
86-C allotment at 8.72% p.a specifically charged
for infra bonds issue
Long Term 2.75 2.75 March 30, 2012 Repayable at the end of FY 2010-11 (charged
Infrastructure 15 years from the in favour of GDA
Bonds Series- deemed date of trustee)
86-D allotment at 8.72% p.a

B) Secured tax free bonds as on June 30, 2015:-

Details of Amount Amount Deemed date Coupon rate and Security Credit Rating
bonds Raised outstanding of allotment maturity and
(` in Crs) (` in Crs) redemption
Debenture 205.23 205.23 October 15, Repayable at the end First pari- passu AAA from
Series 79-A 2011 of 10 years from the charge over CRISIL, ICRA
date of allotment at Company’s and CARE
7.51% p.a Immovable
properties as
described in the first
Debenture 217.99 217.99 October 15, At the end of 15 schedule of
Series 79-B 2011 years from the date debenture agreement
of allotment at and first pari- passu
7.75% p.a charge over all
present and future
Debenture 334.31 334.31 November 25, Repayable at the end receivables
Series 80-A 2011 of 10 years from the excluding
date of allotment at receivables on which
8.09% p.a specific charge has
already been created
Debenture 209.34 209.34 November 25, Repayable at the end by Company
Series 80-B 2011 of 15 years from the
date of allotment at
8.16% p.a

Debenture 255.00 255.00 November 22, Repayable at the end First pari- passu
Series 94-A 2012 of 10 years from the charge in favour of
date of allotment at Company’s
7.21% p.a Immovable
properties as

194
Details of Amount Amount Deemed date Coupon rate and Security Credit Rating
bonds Raised outstanding of allotment maturity and
(` in Crs) (` in Crs) redemption
Debenture 25.00 25.00 November 22, Repayable at the end described in the first
Series 94-B 2012 of 15 years from the schedule of
date of allotment at debenture agreement
7.38% p.a and first pari- passu
charge on all present
and future
Debenture 30.00 30.00 November 29, Repayable at the end receivables / loan
Series 95-A 2012 of 10 years from the assets of our
date of allotment at Company together
7.22% p.a with the underlying
security, excluding
Debenture 100.00 100.00 November 29, Repayable at the end the receivables on
Series 95-B 2012 of 15 years from the which charge has
date of allotment at already been created
7.38% p.a by our Company

Debenture 113.00 113.00 August 30, Repayable at the end First pari passu
Series 107-A 2013 of 10 years from the charge, on total
date of allotment at receivables of our
8.01% p.a Company as
mentioned in, First
Debenture 1,011.10 1,011.10 August 30, Repayable at the end Schedule of the
Series 107-B 2013 of 15 years from the debenture
date of allotment at agreement,
8.46% p.a excluding
receivables on which
specific charge has
already been created
by our Company
limited to payment/
repayment of bonds
including interest,
additional interest,
cost and expenses
and all other monies
whatsoever
payable/repayable
by our Company to
the Bondholders
and/or others
pursuant to the
Transaction
documents

C) Secured taxable bonds issued by our Company as on June 30, 2015:-

Details of Amount Amount Deemed date Coupon rate and Security Credit Rating
bonds Raised outstanding of allotment maturity and
redemption
(` in Crs) (` in Crs)

Debenture 1,600.00 1,600.00 September 27, Coupon Rate: 9.80% First pari passu AAA from
Series 108 2013 p.a charge on total CRISIL, ICRA
Maturity and receivables of our and CARE
Redemption: Company, excluding
At the end of 3 years the receivables on
from the deemed which specific
date of allotment charge has already

195
Details of Amount Amount Deemed date Coupon rate and Security Credit Rating
bonds Raised outstanding of allotment maturity and
redemption
(` in Crs) (` in Crs)

Debenture 4,500.00 4,500.00 October 07, Coupon Rate: 9.81% been created by our
Series 109 2013 p.a Company, limited to
Maturity and the extent of
Redemption: At the payment/repayment
end of 5 years from of the Bonds
the deemed date of including interest,
allotment additional interest,
Debenture 1,990.00 1,990.00 December 05, Coupon Rate: 9.58% cost and expenses
Series 110 2013 p.a and all other monies
Maturity and whatsoever payable /
Redemption :At the repayable by our
end of 2 years from Company to the
the deemed date of Bondholders and/or
allotment others under /
Debenture 270.00 270.00 January 31, Coupon Rate: 9.70% pursuant to the
Series 112-A 2014 p.a Transaction
Maturity and Documents.
Redemption:
At the end of 5 years
from the deemed
date of allotment
Debenture 270.00 270.00 January 31, Coupon Rate: 9.70%
Series 112-B 2014 p.a
Maturity and
Redemption:
At the end of 6 years
from the deemed
date of allotment
Debenture 270.00 270.00 January 31, Coupon Rate: 9.70%
Series 112-C 2014 p.a
Maturity and
Redemption:
At the end of 7 years
from the deemed
date of allotment
Debenture 2,240.00 2,240.00 March 03, 2014 Coupon Rate: 9.69%
Series 113 p.a
Maturity and
Redemption: At the
end of 5 years from
the deemed date of
allotment

List of Top 10 debenture holders of our Company as on June 30, 2015

Given below are details of the top 10 secured debenture holders of our Company as of June 30, 2015:

Amount
Sr. No. Name of Debenture holder (in `)
1. Bank of America Singapore Limited 6,10,00,00,000

2. J.P.Morgan Securities Asia Private Limited 5,85,00,00,000

3. Bajaj Allianz Life Insurance Company Limited 4,78,48,00,000

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Amount
Sr. No. Name of Debenture holder (in `)
4. Coal Mines Provident Fund Organisation 4,73,60,00,000

5. Reliance Industries Limited 4,27,18,00,000

6. ITC Limited 2,99,56,00,000

7. Azim Hasham Premji 2,86,16,00,000

8. Maharashtra State Electricity Boards 2,84,90,00,000

9. Nomura Singapore Limited 2,75,00,00,000

10. Standard Chartered Bank, Singapore 2,70,00,00,000

Given below are details of the top 10 unsecured debenture holders of our Company as of June 30, 2015:

Amount
Sr. No. Name of Debenture holder (in `)
1. Life Insurance Corporation of India 1,75,88,30,00,000

2. Life Insurance Corporation of India P & GS Fund 1,05,78,00,00,000

3. State Bank of India 68,50,00,00,000

4. Coal Mines Provident Fund Organisation 36,11,30,00,000

5. Reliance Industries Limited 34,75,00,00,000

6. Citicorp Investment Bank (Singapore) 23,75,00,00,000

7. CBT EPF*-05-C-DM 20,50,31,50,000

8. CBT EPF*-05-A-DM 17,05,20,00,000

9. State Bank of India Employees Pension 16,89,40,00,000

10. Punjab National Bank 15,64,80,00,000

* Central Board of Trustees Employees Provident Fund

Corporate Guarantee issued by our Company

The table set forth below provides the details in respect of corporate guarantee issued by our Company on behalf
of following companies, as of June 30, 2015:

Entities Amount Counterparty


Sri Maheswar Hydel Power Corporation Limited ` 262.84 crores IDBI Trusteeship Limited (Debentures trustees
(“SMHPCL”) of OFCD raised by SMHPCL)
Total ` 262.84 crores

Details of all default/s in payments of interest and principal of any kind of term loans, debt securities and other
financial indebtedness including corporate guarantee issued by the Company, in the past five years

There has been no default/s in payments of interest and principal of any kind of term loans, debt securities and
other financial indebtedness including corporate guarantee issued by our Company, in the past five years.

Details of any outstanding borrowing taken/debt securities issued where taken/issued (i) for consideration other
than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

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Our Company has not, since its incorporation, issued any debt securities (i) for consideration other than cash, (ii)
at a premium or at a discount, except for the tax free bonds issued on private placement in the Financial Years
2011-2012, 2012-13, 2013-14 and 2015-16, or (iii) in pursuance of an option

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OUR PROMOTER

Our Promoter is the President of India, acting through and represented by the Ministry of Power, GoI.

Details of the shareholding of our Promoter as of June 30, 2015 are as follows:

Sr. no. Name Total number Number of Total Shares Total


of of Equity Shares shares held in shareholding pledged or shareholding as
promoter dematerialized as a % of otherwise a % of total
form total encumbered number of
number of Number As Equity Shares
Equity of a
Shares shares %
1. The 96,09,26,401 96,09,26,401 72.80 - - 72.80
President
of India,
acting
through
and
represented
by the
Ministry of
Power,
GoI

Details of the shareholding of our Promoter as of the date of the Draft Shelf Prospectus are as follows:

Sr. no. Number Total number Number of Total Shares Total


of of Equity Shares shares held in shareholding pledged or shareholding as
promoter dematerialized as a % of otherwise a % of total
form total encumbered number of
number of Number As Equity Shares
Equity of a
Shares shares %
1. The 89,49,24,366 89,49,24,366 67.80 - - 67.80
President
of India,
acting
through
and
represented
by the
Ministry of
Power,
GoI

199
SECTION V-LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Our Company, our Directors, our Subsidiaries and Joint Ventures are involved in various legal proceedings from
time to time in the ordinary course of business. Such proceedings may include, among other things, routine tax
audits and assessments, some of which may be challenged or appealed, including on account of disallowance of
claimed deductions, or claimed procedural irregularities.

There are no criminal proceedings involving our Company, our Directors, our Subsidiaries and our Joint
Ventures that are pending as on the date of this Draft Shelf Prospectus. In respect of all other pending legal
proceedings (including civil cases, arbitration proceedings, public interest litigation and tax related proceedings,
except employment matters) involving our Company, our Directors, our Subsidiaries and our Joint Ventures, for
claims (i) if the amount involved is ascertainable, of such claim where the monetary value is ` 60.04 crores (viz,
1% of profit after tax for the year ended March 31, 2015 of our Company on a consolidated basis) or more, (ii) if
amount is not ascertainable, then all such proceedings which may have a material adverse effect, have been
summarised (“Material Cases”). We have disclosed all employment matters involving our Company, our
Directors, our Subsidiaries and our Joint Ventures.

The section below describes the proceedings, which singly or in aggregate, are Material Cases. Although the
results of any litigation or related claims or investigations cannot be predicted with certainty, regardless of the
outcome, litigation may have an adverse impact on us because of defence and settlement costs, diversion of
management resources or other factors.

I. Outstanding litigations involving our Company

a. Litigation against our Company

1. Criminal Proceedings

There are no criminal proceedings pending against our Company.

2. Civil Cases

There are 2 civil cases filed against our Company. The aggregate monetary value of these litigations is
not ascertainable.

3. Arbitration Proceedings

There is 1 arbitration proceeding pending against our Company. The aggregate monetary value of this
arbitration proceeding is ` 51.20 lakhs approximately.

4. Public Interest Litigations and other Writ Petitions

There is 1 public interest litigation and 6 writs pending against our Company and the aggregate monetary
value of these litigations and writs, is not ascertainable. Out of these, there is only 1 Material Case, the
details of which are given below:

(i) Reliance Power Limited (“RPL”), Sasan Power Limited (“SPL”) and Mr. N.K. Deo, jointly
filed a writ petition bearing number 7334 of 2015, in the Delhi High Court against the Ministry
of Power, our Company and the Ministry of Coal challenging the cancellation of allocation of
Chhatrasal Coal Block made in favour of RPL, by the Ministry of Coal. The Ministry of Coal
had allocated three coal blocks viz. Moher, Moher-Amlohri Extension and Chhatrasal to SPL,
which was at that stage, a wholly owned subsidiary of our Company. Since our Company had
been designated as the nodal agency for developing Ultra Mega Power Projects (“UMPP”),
including the Sasan UMPP, SPL was incorporated by our Company for developing the Sasan
UMPP and our Company was to transfer 100% equity of SPL to the successful bidder, as per
the policy for development of UMPPs. After the bids were conducted and concluded, RPL was
selected and it acquired entire shareholding of SPL for a sum of ` 28 Crores. RPL also invested
its own funds and arranged funds from banks/financial institutions to finance the capital cost of

200
` 25,172 crores (as on March 31, 2015) for setting up the UMPP. In 2015, the Ministry of Coal
issued a Gazette Notification No. 956 (S.O. No. 1230 (E)), dated May 7, 2015, wherein the
allocation of Chhatrasal Coal Block made in favour of SPL was cancelled and also issued a
letter to SPL on June 3, 2015, to submit a revised mining plan for the remaining two Coal blocks.
In the petition, the petitioners have prayed for re-selling the entire equity shareholding of SPL,
along with all the assets and liabilities, to our Company for an amount equal to the aggregate of
(i) the investments, loans and advances made by RPL into SPL, and (ii) loss of profit/return
calculated at 16% per annum on a post-tax basis, on such investments, the total of which
amounts to ` 25,172 Crores. In alternative, the Petitioners have prayed for quashing of the
Gazette notification dated May 7, 2015 and the letter dated June 3, 2015. The matter is currently
pending.

5. Employment/ Employee Related Matters

There are 2 employment matters pending against our Company, the details of both matters are given
below:

(i) Mr. N.D. Tyagi (“Petitioner”), has filed a writ petition bearing number 7741 of 2015, in the
Delhi High Court against our Company, the Chairman and Managing Director (Disciplinary
Authority) of our Company (“CMD”), Geeta Ram, the Inquiry authority/officer appointed by
the CMD for conducting the disciplinary enquiry against the Petitioner, and PFC Consulting
Ltd (“PFCCL”), a wholly owned subsidiary of our Company, challenging the Inquiry
proceedings being conducted against the Petitioner by our Company. The Petitioner is presently
working with our Company as Executive Director, Facilitation unit and was earlier the Chief
Executive Officer (“CEO”) of PFCCL, from March, 2008 till December, 2013. On October 29,
2014, the Petitioner received a Show Cause notice from our Company alleging that, inter alia,
while he was CEO of PFCCL, he allowed casual staff to travel on outstation tours and also
allowed certain expenditure and payment for casual staff without having any approved policy
for the same and this had resulted in enhanced financial outgo. Our Company, in the Show
Cause notice therefore called upon the Petitioner to explain as to why disciplinary proceedings
should not be initiated against him in respect of services rendered by him as CEO of PFFCL.
On March 9, 2015, a chargesheet was issued to the Petitioner for conducting an enquiry under
Rules 28 and 30 of the PFC Conduct, Discipline and Appeal Rules. Thereafter, the Petitioner
made a request to the CMD, for change of Inquiry Officer, which was rejected by the CMD
through an order dated July 22, 2015. A second request made by the Petitioner, for change of
the Inquiry Officer was also rejected by the CMD, through an order dated July 31, 2015. In the
aforesaid Writ Petition, the Petitioner has prayed for calling for the records of the impugned
disciplinary proceedings and quashing of the Chargesheet dated March 9, 2015, which was
issued to the Petitioner. In alternative, the Petitioner has prayed for quashing of the impugned
orders dated July 22, 2015 and July 31, 2015 and directing a change of the Inquiry proceedings
to an independent person/agency. In addition, the Petitioner has prayed for staying of Inquiry
Proceedings, during the pendency of the instant Writ Petition. The matter is currently pending.

(ii) Mr. M. Ravi, an employee of our Company, filed a writ petition bearing number 8174 of 2010,
before the High Court of Delhi on December 2, 2010 against our Company, Central Vigilance
Commission (“CVC”), Department of Personnel & Training, Ministry of Personnel (“MoP”)
and others for rejecting his promotion to the post of General Manager. The complainant had
joined our Company on July 22, 1988 as a Deputy Manager in the Finance Department, and was
suspended on November 12, 1992 for alleged involvement in irregular transfer of funds during
July 1990 to May 1991. Taking into consideration the advice rendered by CVC and MoP, the
said suspension order was subsequently revoked and the complainant rejoined our Company on
May 21, 1996. After 3 years on the post of Additional General Manager, the complainant was
considered for adhoc promotion to the post of General Manager with effect from July 1, 2005,
but was rejected on the grounds of the pending criminal proceedings against him. In the petition,
he has prayed for quashing the letter and office memoranda rejecting his promotion and for
issuance of directions to our Company to promote him to the post of a General Manager with
effect from July 1, 2005 along with all consequential and financial benefits. The matter is
currently pending.

201
6. Consumer Complaints

There is 1 consumer complaint filed against our Company and the amount involved is ` 30,000
approximately.

7. Indirect Tax Litigations

There are no indirect tax litigations pending against our Company.

8. Direct Tax Litigations

There are 10 direct tax litigations against our Company. The details of amount involved in various matters
assessment year-wise is set out below:

Assessment Year Forum where pending Amount involved (` in crores)


1996-1997 Supreme Court 12.78
1996-1997 ITAT 2.93
2000-2001 ITAT 1.61
2001-2002 ITAT 2.33
2001-2002 ITAT 0.43
2002-2003 ITAT 0.36
2004-2005 ITAT 22.20
2005-2006 ITAT 21.13
2006-2007 ITAT 21.68
2007-2008 ITAT 8.09

b. Litigation filed by our Company

1. Criminal Proceedings

There are no criminal proceedings filed by our Company.

2. Civil Cases

There are 2 civil cases filed by our Company and the amount involved is ` 13.94 crores approximately.

3. Arbitration Proceedings

There are no arbitration proceeding filed by our Company.

4. Public Interest Litigations and other Writ Petitions

There are no public interest litigation or writs filed by our Company.

5. Employment / Employee Related Matters

There are 3 employment matters filed by our Company, the details of which are given below:

(i) Our Company had filed a recovery suit bearing no. 734 of 2004 on July 12, 2004 before the
Court of Additional District Judge, Tis Hazari, Delhi, (“Court”) against one Mr. Mukesh Kumar
Gupta (ex-employee).The defendant was working as Manager (Finance) in our Company on
whose request several loans were sanctioned to him by us for the purchase of a vehicle and for
buying and furnishing a house. On account of the defendant’s failure to clear and repay the
aforementioned loans, the suit was filed by our Company for recovery of outstanding dues
against him of amount ` 9,07,440. Vide order dated December 03, 2005, the Court decreed the
suit ex-parte in favour of our Company. Thereafter, our Company made an application to the
Court for sending the decree passed by it to the Court of District Judge, Ghaziabad,
(“Ghaziabad Court”) for execution. Subsequently, on October 10, 2006, our Company filed

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an execution petition bearing no. 35 of 2006 before the Ghaziabad Court. On May 23, 2015,
auction of the mortgaged property was conducted and subsequently under the directions of the
Ghaziabad Court, the auction purchaser deposited full auction money. Our Company filed a
statement of details of outstanding dues on August 6, 2015 and the matter is currently pending.

(ii) Our Company had filed a writ petition bearing no. 5251 of 2014 dated August 6, 2014 before
the before the High Court of Delhi against Mrs. Sushma Singh, retired Chief Information
Commissioner (“Respondent No.1”), Mr. D.C. Singh (“Respondent No.2”) and Mr. Sunil
Bhasin (“Respondent No.3”). The petition was filed against the order of the Respondent No. 1,
dated May 15, 2014 whereby directions were given to our Company to disclose
information/documents that were not originally sought in the RTI application by Respondent
No. 3. Respondent No. 3 was employed with our Company as Deputy General Manager
(Finance) and was dismissed from service in July 2011. On July 11, 2013, Respondent No. 3
filed a RTI application with the Public Information Officer of our Company (“PIO”) seeking
disclosure of information pertaining to his dismissal by way of authenticated copies of file
notings and records including correspondence in that regard. The RTI application was rejected
by the PIO, vide letter dated August 8, 2013. Subsequently, Respondent No. 3 preferred appeal
before the Central Information Commission (“CIC”) without filing the first appeal maintainable
before the First Appellate Authority. Vide order dated August 27, 2013, CIC set aside order of
the PIO and directed him to provide certified copies of the information/documents requested by
Respondent No. 3 within 4 weeks. On November 20, 2013, Respondent No.3 filed an
application before CIC complaining non-compliance by our Company of the order dated August
27, 2013, by virtue of its failure to provide the complete and adequate information sought by
Respondent No. 3. Vide order dated May 15, 2014, CIC directed our Company, inter alia, to
provide records and files notings of the vigilance unit in connection with the dismissal of
Respondent No.3. These records are not in the possession of our Company. In this petition, our
Company has prayed, inter alia, to set aside the order dated May 15, 2014 and to issue
appropriate directions to the office of CIC regarding legal principles to be followed. The matter
is currently pending.

(iii) Our Company had filed a writ petition bearing no. 5252 of 2014 dated August 6, 2014, before
the High Court of Delhi against Mrs. Sushma Singh, retired Chief Information Commissioner
(“Respondent No.1”), Mr. D.C. Singh (“Respondent No.2”) and Mr. Kamal Bhasin
(“Respondent No.3”). The petition was filed against the order of the Respondent No. 1, dated
May 15, 2014 whereby directions were given to our Company to disclose
information/documents that were not originally sought in the RTI application by Respondent
No. 3. Respondent No. 3 is the brother of one Mr. Sunil Bhasin, an ex-employee of our
Company who was dismissed from service in July 2011. On December 20, 2011, Respondent
No.3 filed a RTI application with the Public Information Officer of our Company (“PIO”)
seeking disclosure of information under several heads, regarding notes to accounts given in the
Annual Accounts of our Company for the year 2007-2008. Vide letter dated January 20, 2012,
PIO requested Respondent No. 3 to pay the cost of ` 1,084 for the 542 paged information sought
by Respondent No. 3, as per the requirement of the Right to Information (Regulations of Fee
and Cost) Rules, 2005. Subsequently, the disclosure of the said information was denied by the
PIO as well as the First Appellate Authority on account of non- payment of the said cost by
Respondent No. 3. On April 30, 2012, Respondent No. 3 filed second appeal before the Central
Information Commission. (“CIC”) Vide order dated May 27, 2013 CIC directed PIO to provide
certain information to Respondent 3, free of cost within 2 weeks. On November 19, 2013,
Respondent No.3 filed an application before CIC complaining non-compliance by our Company
of the order dated May 27, 2013, by virtue of its failure to provide the complete and adequate
information sought by Respondent No. 3. Vide order dated May 15, 2014, Respondent No.1
directed our Company inter alia to provide copies of the minutes of the Board Meetings and
agenda notes, as sought by Respondent No. 3. These agenda notes are of another company and
are not in the possession of our Company. In this petition our Company has prayed, inter alia,
to set aside the order dated May 15, 2014 and to issue appropriate directions to the office of CIC
regarding legal principles to be followed. The matter is currently pending.

6. Consumer Complaints

There are no consumer complaints filed by our Company.

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7. Indirect Tax Litigations

There are no indirect tax litigations filed by our Company.

8. Direct Tax Litigations

There are 15 direct tax litigations filed by our Company and the aggregate monetary value of these
proceedings is approximately ` [●]. The details of amount involved in various matters assessment year-
wise is set out below:

Assessment Year Forum where pending Amount involved (` in crores)


1996-97 Supreme Court This matter has been filed by our Company in
connection with the same matter as listed above in
direct tax litigations filed against our Company where
the amount incolved is `12.70 crores
2001-02 Delhi High Court 1.01
2002-03 Delhi High Court 0.14
2003-04 Delhi High Court 1.47
2003-04 ITAT 0.08
2004-05 ITAT 7.38
2005-06 ITAT 8.70
2005-06 ITAT 9.24
2006-07 ITAT 5.56
2007-08 ITAT 3.68
2007-08 Delhi High Court 8.09
2008-09 ITAT 5.60
2009-10 ITAT 5.57
2010-11 CIT (Appeals) LTU 20.30
2011-12 CIT (Appeals) LTU 24.01
2012-13 CIT (Appeals) LTU 33.07

II. Outstanding litigations involving our Promoter and Group Companies

Since our Promoter is the President of India, acting through and represented by Ministry of Power, GoI, no
litigations can be disclosed involving the Promoter. Further, the requirement of disclosing details of any
litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory
authority against our Promoter, is also not applicable.

Further, since our Company is a public sector enterprise, as such, there are no identifiable group companies.

III. Outstanding litigations involving our Subsidiaries

There are no litigations involving our Subsidiaries, except for:

(i) four civil cases filed against our subsidiary, Coastal Tamil Nadu Power Limited. In these matters also
there is no monetary claim involved; and

(ii) one employment matter against our wholly owned subsidiary, PFCCL, the details of which are set out
above in this section under the head “Litigations against our Company – Employment/ Employee
related matters – (i)”.

IV. Outstanding litigations involving our Directors

There are no pending litigations involving any of our Directors, except for:

(i) one employment matter against our CMD, the details of which are set out above in this section under the
head “Litigations against our Company – Employment/ Employee related matters – (i)”.

204
V. Outstanding litigation involving any other person whose outcome could have material adverse effect
on the position of our Company

There are no pending litigations involving any other person whose outcome could have material adverse
effect on the position of our Company.

VI. Details of pending proceedings initiated against our Company for economic offences

There are no pending proceedings initiated against our Company for economic offences.

VII. Material Fraud Committed against our Company in the last five years

There have been no material frauds committed against our Company in the last five years.

VIII. Details of Inquiries, Inspection or Investigation under the Companies Act, 2013 or any Previous
Companies Law against our Company and our Subsidiaries

1. There has been no inquiry, inspections or investigations initiated or conducted against us under the
Companies Act, 2013 or any previous companies law in the last five years immediately preceding the
date of this Draft Shelf Prospectus against our Company except for an order under Section 234(1) of the
Companies Act, 1956 issued to our Company by RoC:
Under Section 234 (1) of the Companies Act, 1956,the ROC issued an order on July 24, 2013
to our Company calling for information / explanation on certain issues pertaining to our
financial statements for FY 2007-08 to 2011-12, where the RoC had observed that our Company
had prima facie contravened certain provisions of the Companies Act, 1956 read with
Accounting Standards which include, inter alia, the accounts of our Company not being
prepared on an accrual basis, incomplete disclosures in the balance sheet, overstatement of
profit, classification of doubtful debts as good, not reflecting true and fair view, non-compliance
with ICAI suggestions on creation of deferred tax liability on special reserve for the period
2001-02 to 2003-04 by charging the profit and loss account and crediting the reserve. In
addition, the RoC had asked our Company to furnish certain documents/details including details
of the issue on infrastructure bonds including the objects of raising such funds, utilization of
funds raised through the issue, unutilized amount and where such utilized amounts been
invested, among others.

Our Company gave a detailed reply on August 30, 2013 to RoC order, explaining with reasons
and documents that there were no contraventions of the provisions of Companies Act, 1956 or
Accounting Standards, nor there was any wilful mistatatement, the classification of the assets
as standard was in accordance with the prudential norms of our Company, non-creation of DTL
on special reserve was in line with the letter dated June 2, 2009 of the Accounting Standard
Board of the ICAI, etc. Further, the details of issues of infrastructure bonds were also furnished
in our letter dated August 30, 2013. RoC, vide letter dated October 10, 2014 forwarded his
comments to MoP on our reply / clarification, who in turn had asked for the comments of our
Company, vide MoP letter dated October 31, 2014. Our company had furnished reply to MoP
on December 12, 2014.The MoP, vide letter dated April 27, 2015 asked our Company to place
the observations of the RoC before the Board of directors of our Company seeking directions
with regard to further course of action. The Board had considered and ratified our Company’s
reply dated August 30, 2013 to the RoC order in their 334th meeting held on May 15, 2015. This
was informed to MoP vide our company’s letter dated June 2, 2015.Thereafter, we have not
received any further query or communication in this matter from the office of RoC.

Additionally, in the above matter, our Company understands that the then directors of our
Company (including Mr. Mukesh Kumar Goel, present CMD, and Mr. Radhakrishnan
Nagarajan, present Director (Finance)) and our ex-Company Secretary also received separate
order/ notice from RoC and that they have filed their individual replies with RoC. Further, there
have been no prosecutions filed or fines imposed against us or our Subsidiaries, or compounding

205
of offences in this relation in the last five years immediately preceding the date of this Draft
Shelf Prospectus.
2. There has been no inquiry, inspections or investigations initiated or conducted against us under the
Companies Act, 2013 or any previous companies law in the last five years immediately preceding the
date of this Draft Shelf Prospectus against our Subsidiaries except for the following show cause notice:

RoC issued a show cause notice dated June 18, 2015 under Section 172 of the Companies Act,
2013 to PFCGEL (our Subsidiary) and its directors who are also our Company’s functional
directors, i.e. Mr. Mukesh Kumar Goel, CMD, Mr. Radhakrishnan Nagarajan, Director
(Finance) and Mr. Anil Kumar Agarwal, Director (Projects), for not appointing a woman
director on its board of directors, in terms of Section 149 of the Companies Act, 2013 read with
Rule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014.

On July 1, 2015, PFCGEL and the Directors filed replies to RoC stating, inter alia, that PFCGEL
is 100% subsidiary of our Company and under the Articles of Association of PFCGEL, the
directors of PFCGEL are appointed by our Company from amongst our Company’s Board of
Directors and that presently our Company has no woman director and therefore, no woman
director could be appointed on the board of PFCGEL. PFC has already made various requests
to MoP to expedite the process of appointment of a woman director on the Board of PFC and
hence no prosecution be launched against Company and the Directors. Thereafter, no further
query or communication has been received from RoC. Please refer to the section titled “Risk
Factors - We and our Subsidiary, PFCGEL, are in non-compliance with certain corporate
governance requirements mentioned under Clause 49 of the Equity Listing Agreement and
Companies Act, 2013 relating to the composition of our Board including appointment of
woman director” on page 22.

Further, there have been no prosecutions filed or fines imposed against us or our Subsidiaries, or
compounding of offences in this relation in the last five years immediately preceding the date of this Draft
Shelf Prospectus.

IX. Details of Default

In the last five years, our Company has not made any defaults in respect of payment of statutory dues (this
excludes disputed dues which are under appeal), repayment of debentures and interest thereon, deposits and
interest thereon and loan from any bank or financial institution and interest thereon.

X. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years

There are no reservations or qualifications or adverse remarks of auditors in the last five financial years.

XI. Material developments since the date of the last balance sheet

In the opinion of the Board, there have not arisen, since the date of the last financial statements disclosed in
this Draft Shelf Prospectus i.e June 30, 2015, any circumstances which materially and adversely affect or are
likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay
our liabilities within the next 12 months.

Further, post June 30, 2015, the following material developments have taken place:

1. Our Company has raised an amount of `300 crores through private placement of tax free bonds on July
17, 2015.

2. Our Company has further raised an amount of `9,980 crores through private placement of bonds other
than tax-free bonds.

3. Our Company has incorporated Bihar Mega Power Limited on July 9, 2015 for development of UMPP.

4. On July 27, 2015, the Promoter of our Company divested 5% equity share capital held by it through offer for
sale through stock exchange mechanism. (The present shareholding of the Promoter in our Company is
67.80%.)

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OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

The CBDT has vide its Notification no. 59/2015 dated July 6, 2015, authorised our Company to issue taxfree,
secured, redeemable, non-convertible bonds aggregating to ` 1,000 crores in Fiscal 2016 out of which our
Company has raised an amount of ` 300 crores on a private placement basis through disclosure document dated
July 15, 2015. Our Company proposes to raise balance amount of upto ` 700 crores through this Issue of the
Bonds in one or more tranches prior to March 31, 2016, pursuant to approval of its Board by a resolution dated
February 11, 2015.

As per newly notified Section 31 of Companies Act, 2013, any class of companies as prescribed by SEBI, may
file a Draft Shelf Prospectus, however, presently no such class of companies has been prescribed by SEBI. Subject
to the Memorandum and Articles of Association of our Company, the Shareholders of our Company have passed
a special resolution through postal ballot under Section 180 (1)(c) of the Companies Act, 2013 and rules made
thereunder, as amended from time to time, authorising the Board to borrow from time to time to the extent it
deems requisite for the purpose of the business (apart from temporary loans obtained in the ordinary course of
business) notwithstanding that such borrowing may exceed the aggregate of the paid up capital and its free reserves
(reserves not set apart for any specific purpose), provided that the total amount upto which the moneys may be
borrowed by the Board and outstanding at any one time shall not exceed a total amount of ` 4,00,000 crores in
Indian rupees and in any foreign currency equivalent to USD 8 Billion. The aggregate value of the Bonds offered
under this Draft Shelf Prospectus, together with the existing borrowing of our Company, is within the borrowing
limits of a total amount of ` 4,00,000 crores in Indian rupees and in any foreign currency equivalent to USD 8
Billion. The Board of Directors have, pursuant to a resolution dated February 11, 2015, approved the issue of ‘tax
free bonds’ in one or more tranche(s), in the nature of secured, redeemable, non-convertible debentures subject to
the provisions of the CBDT Notification, amongst other sources of long term borrowing for FY 2015-16 for an
amount of up to ` 50,350 crores. Thus, our Company is authorised to issue Bonds pursuant to ther Issue.

Eligibility to make the Issue

Our Company, the persons in control of our Company or our Promoter have not been restrained, prohibited or
debarred by SEBI from accessing the securities market or dealing in securities and no such order or direction is
in force.

Disclaimer Clause of SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE


SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI.
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF
ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR
THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER
DOCUMENT. THE LEAD MERCHANT BANKERS, EDELWEISS FINANCIAL SERVICES LIMITED,
AK CAPITAL SERVICES LIMITED, KARVY INVEESTOR SERVICES LIMITED, AND RR
INVESTORS CAPITAL SERVICES PRIVATE LIMITED, HAVE CERTIFIED THAT DISCLOSURES
MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 IN FORCE
FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY


RESPONSIBLE FOR CORRECTNESS, ADEQUACY AND DISCLSOURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKERS IS EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD
MERCHANT BANKERS, EDELWEISS FINANCIAL SERVICES LIMITED, A.K. CAPITAL
SERVICES LIMITED, RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED AND KARVY
INVESTOR SERVICES LIMITED HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE
DATED [●] WHICH READS AS FOLLOWS:

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[●]

Disclaimer Clause of the RBI

RBI HAS ISSUED CERTIFICATE OF REGISTRATION DATED FEBRUARY 10, 1998 AND
CERTIFICATE OF REGISTRATION DATED JULY 28, 2010 CLASSIFYING OUR COMPANY
UNDER THE CATEGORY NBFC AND NBFC-ND-IFC. IT MUST BE DISTINCTLY UNDERSTOOD
THAT THE ISSUING OF THIS CERTIFICATE AND GRANTING A LICENSE AND APPROVAL BY
RBI IN ANY OTHER MATTER SHOULD NOT IN ANY WAY, BE DEEMED OR CONSTRUED TO BE
AN APPROVAL BY RBI TO THIS PROSPECTUS NOR SHOULD IT BE DEEMED THAT RBI HAS
APPROVED IT AND THE RBI DOES NOT TAKE ANY RESPONSIBILITY OR GUARANTEE THE
FINANCIAL SOUNDNESS OF OUR COMPANY OR FOR THE CORRECTNESS OF ANY OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED BY OUR COMPANY IN THIS CONNECTION
AND FOR REPAYMENT OF DEPOSITS / DISCHARGE OF LIABILITIES BY OUR COMPANY.

Disclaimer clause of the Designated Stock Exchange

“BSE Limited (“the Exchange”) has, vide its letter dated [●], given permission to our Company to use the
Exchange’s name in this offer document as the stock exchange on which our Company’s securities are proposed
to be listed. The Exchange has scrutinized this offer document for its limited internal purpose deciding on the
matter of granting the aforesaid permission to this Company.

The Exchange does not in any manner:-

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document;
or
b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of our Company;

and it should not for any reason be deemed or construed that this offer document has been cleared or approved by
the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.”

Track record of past public issues handled by the Lead Managers

The track record of past issues handled by the Lead Managers, as required by SEBI circular number
CIR/MIRSD/1/2012 dated January 10, 2012, are available at the following websites:

Name of the Lead Manager Website


Edelweiss Financial Services Limited www.edelweissfin.com
A.K. Capital Services Limited www.akcapindia.com
RR Investors Capital Services Private Limited www.rrfinance.com
Karvy Investor Services Limited www.karvy.com

Listing

The Bonds will be listed on the BSE, the Designated Stock Exchange. The BSE has given its in-principle listing
approval through its letter dated [●], 2015.

If the permission to list and trade the Bonds has not been granted by the BSE, our Company shall forthwith repay,
without interest, all such moneys received from the Applicant in pursuance of the Tranche Prospectus. If any such
money is not repaid within eight days after our Company becomes liable to repay it (expect if such delays are on
account of delay in postal channels of the country), our Company and every Director who is an officer in default
shall, on and from the expiry of the eighth day, be jointly and severally liable to repay that money with interest at
15% per annum, as prescribed under Section 40 of the Companies Act, 2013. Our Company shall use best efforts

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to ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at
the BSE will be taken within 12 Working Days from the Issue Closing Date.

Consents

Consents in writing of: (a) the Directors, (b) our Company Secretary and Compliance Officer, (c) Bankers to our
Company, (d) Lead Managers, (e) the Registrar to the Issue, (f) Legal Advisor to the Issue, (g) Credit Rating
Agencies, (h) the Debenture Trustee, (i) the Members of the Consortium, (j) Bankers to the Issue, and (k) Refund
Banks to act in their respective capacities, have been obtained and shall be filed along with a copy of each
respective Tranche Prospectus(es) with the RoC.

Our Company has appointed Milestone Trusteeship Services Private Limited as Debenture Trustee under regulation
4(4) of the SEBI Debt Regulations. The Debenture Trustee has given its consent to our Company for its
appointment under regulation 4(4) and also in all the subsequent periodical communications sent to the holders of
the Bonds.

The consent of the Statutory Auditors of our Company, namely M/s K.B. Chandna and M/s M.K. Aggarwal &
Co. for (a) inclusion of their names as the Statutory Auditors, (b) examination reports on Reformatted Summary
Financial Statements in the form and context in which they appear in this Draft Shelf Prospectus, have been
obtained and have not been withdrawn and the same will be filed along with a copy of the Shelf Prospectus and
Tranche Prospectus (es) with the Registrar of Companies, NCT of Delhi & Haryana .

Expert Opinion

Except for the report dated August 26, 2015 on our reformatted financial statements (standalone and
consolidated) for the f iscals 2015, 2014, 2013, 2012, 2011, and the statement of tax benefits issued by our
Auditors, our Company has not obtained any expert opinions in relation to the Issue.

Common Form of Transfer

The Issuer undertakes that there shall be a common form of transfer for the Bonds and the provisions of the
Companies Act, 2013 applicable as on the date of this Draft Shelf Prospectus and all applicable laws shall be duly
complied with in respect of all transfer of debentures and registration thereof.

Minimum Subscription

In terms of the SEBI Circular no. CIR/IMD/DF/12/ 2014 dated June 17, 2014, minimum subscription limit is
not applicable for issuers authorized by CBDT for issuing tax free bonds. . Further, under the SEBI Debt
Regulations, our Company may stipulate a minimum subscription amount which it seeks to raise. Our Company
has decided to set no minimum subscription for the Issue.

Filing of the Draft Shelf Prospectus

A copy of the Draft Shelf Prospectus has been filed with the Designated Stock Exchange in terms of Regulation
7 of the SEBI Debt Regulation for dissemination on their website.

Filing of the Shelf Prospectus and Tranche Prospectus(es) with the RoC

A copy of the Shelf Prospectus and relevant Tranche Prospectus(es) will be filed with RoC in accordance with
Section 26 and Section 31 of the Companies Act, 2013 and the Shelf Prospectus shall be valid for a period not
exceeding one year from the first Tranche Issue Opening Date.

Debenture Redemption Reserve

Section 71 of the Companies Act, 2013, read with Rule 18 of the Companies (Share Capital and Debentures)
Rules, 2014, requires that any company that intends to issue debentures must create a DRR for the purpose of
redemption of debentures, in accordance with the following conditions: (a) the DRR shall be created out of the
profits of our Company available for payment of dividend, (b) the DRR shall be equivalent to at least 25% of the
amount raised through public issue of debentures in accordance with the SEBI Debt Regulations in case of NBFCs
registered with the RBI and no DRR is required in the case of privately placed debentures. Accordingly our

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Company is required to create a DRR of 25% of the value of the Bonds issued through the Issue. In addition, as
per Rule 18 (7) (e) of the Companies (Share Capital and Debentures) Rules, 2014, the amounts credited to DRR
shall not be utilised by our Company except for the redemption of the NCDs. Every company required to create
or maintain DRR shall before the 30th day of April of each year, deposit or invest, as the case may be, a sum
which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st day
of March, following any one or more of the following methods: (a) in deposits with any scheduled bank, free from
charge or lien; (b) in unencumbered securities of the Central Government or of any State Government; (c) in
unencumbered securities mentioned in clauses (a) to (d) and (ee) of Section 20 of the Indian Trusts Act, 1882;
(d) in unencumbered bonds issued by any other company which is notified under clause (f) of Section 20 of the
Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised for any
purpose other than for the repayment of debentures maturing during the year referred to above, provided that the
amount remaining deposited or invested, as the case may be, shall not at any time fall below 15% of the amount
of debentures maturing during the 31st day of March of that year. This may have a bearing on the timely
redemption of the Bonds by our Company.

Issue Related Expenses

A portion of the Issue proceeds will be used to meet Issue expenses. The following are the estimated Issue
expenses, which shall be specified in at the respective Tranche Prospectus:

Particulars Amount Percentage of net Percentage of total expenses


(` in proceeds (Issue of the Issue (in %)
crores) proceeds less Issue
expenses) of the Issue
Fees payable to Intermediaries
Lead Managers [●] [●] [●]
Registrar to the Issue [●] [●] [●]
Advertising and Marketing [●] [●] [●]
Selling and Brokerage [●] [●] [●]
commission
Other Miscellaneous Expenses [●] [●] [●]
Total [●] [●] [●]

The above expenses are indicative and are subject to change depending on the actual level of subscription to the
Issue and the number of Allotees, market conditions and other relevant factors.

Our Company shall pay processing fees to the SCSBs for ASBA forms procured by Lead Managers/ Consortium
Members/ Sub-Consortium Members/Brokers / Sub brokers/Trading Members and submitted to the SCSBs for
blocking the Application Amount of the applicant, at the rate of ` [●] * per Application Form procured, as
finalized by our Company. However, it is clarified that in case of ASBA Application Forms procured directly by
the SCSBs, the relevant SCSBs shall not be entitled to any ASBA Processing Fee.

* inclusive of applicable taxes

Our Company shall comply with the ceiling on issue related expenses as prescribed under CBDT Notification in
connection with this Issue.

Underwriting

This Issue has not been underwritten.

Reservation

In terms of the CBDT Notification, 40% of the total Issue Size shall be earmarked towards Investors from
Category IV. Apart from such reservation, there is no reservation in this Issue nor will any discount be offered in
this Issue, to any category of investors.

Details regarding our Company and other listed companies under the same management within the
meaning of Section 370(1B) of the Companies Act, 1956 which made any capital issue during the last three
years

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Our Company is a public sector enterprise, as such, there are no identifiable companies under the same
management. Further, as regards issue of equity share capital during the last three years by our company, please
refer to the section titled “Capital Structure” on page 86. For details of past public issues of bonds/ NCD, please
refer to the section titled “Other Regulatory and Statutory Disclosures” on page 207.

Benefit/ interest accruing to Promoters/ Directors out of the object of the Issue

Neither the Promoter nor the Directors of our Company are interested in the Objects of the Issue.

Commissions and brokerage on previous issue

The following are details of commission and brokerage paid by our Company, along with appropriate service
taxes by our Company on public issues over the last five years:
Sr. no. Public issue Brokerage/ Commission paid
(in ` crore)
1 Public issue of tax – free bonds tranche - I for Fiscal 2014 20.67
2 Public issue of tax – free bonds tranche - I for Fiscal 2013 3.32
3 Public issue of tax – free bonds tranche - II for Fiscal 2013 0.91
4 Public issue of tax – free bonds for Fiscal 2012 46.54
5 Public issue of long term infrastructure bonds for Fiscal 2012 1.27
6 Further public offering of Equity Shares in Fiscal 2012 7.09*
7 Public issue of long term infrastructure bonds for Fiscal 2011 2.87
* ` 1.77 crore was reimbursed by the Department of Disinvestment, Ministry of Finance, GoI

Previous public issues or rights issues by our Company during the last five years

1. Our Company came out with a public issue of long term infrastructure bonds of face value of ` 5,000.0
each at par, in the nature of secured, redeemable, non-convertible debentures for an amount upto `
5,300crores in February, 2011. The amount mobilised through this issue was ` 235.36 crore. These
long term infrastructure bonds are outstanding as on the date of this Draft Shelf Prospectus. The issue
opened on February 24, 2011 and closed on March 22, 2011. The date of allotment and the date of
refund was March 31, 2011. The long term infrastructure bonds offered pursuant to such issue were
listed on April 11, 2011 on BSE.

2. Our Company came out with a further public offering of 22,95,53,340 Equity Shares at a premium of `
193 per Equity Share in May 2011 (“FPO”). The FPO comprised of a fresh issue of 17,21,65,005
Equity Shares and an offer for sale of 57,388,335 Equity Shares by the President of India, acting through
the MoP, which incorporated an employee reservation portion of 2,75,464 Equity Shares. Discount of
5% to the issue price of the FPO, determined pursuant to completion of the book building process was
offered to eligible employees and to retail bidders. The FPO opened on May 10, 2011 and closed on
May 12, 2011 for bidders who were Qualified Institutional Buyers and May 13, 2011 for all other
categories of bidders. The date of allotment of Equity Shares offered in the FPO was May 24, 2011
and the date of refund was May 24, 2011. The Equity shares offered pursuant to the FPO were listed
on May 27, 2011 on the Stock Exchanges.

3. Our Company came out with a public issue of long term infrastructure bonds of face value of ` 5,000
each at par, in the nature of secured, redeemable, non-convertible debentures for an amount aggregating
` 200crores with an option to retain an oversubscription upto the shelf limit (i.e. ` 6,900crores) in
September 2011. The amount mobilised through this issue was ` 95.64 crore. These long term
infrastructure bonds are outstanding as on the date of this Draft Shelf Prospectus. The issue opened on
September 29, 2011 and closed on November 04, 2011. The date of allotment was November 21, 2011
and the date of refund was November 23, 2011. The long term infrastructure bonds offered pursuant
to such issue were listed on December 02, 2011 on BSE.

4. Our Company came out with a public issue of tax free bonds of face value of ` 1,000each at par, in the
nature of secured, redeemable, non-convertible debentures for an amount aggregating ` 1,000crores
with an option to retain an oversubscription upto the shelf limit (i.e. ` 4,033.13 crores) in December,
2011. These tax free bonds are outstanding as on the date of this Draft Shelf Prospectus. The issue

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opened on December 30, 2011 and closed on January 16, 2012. The date of allotment was February 1,
2012 and the date of refund was February 3, 2012. The tax free bonds offered pursuant to such issue
were listed on February 14, 2012 on the BSE.

5. Our Company came out with a public issue of tax free bonds tranche - I of face value of ` 1,000each at
par, in the nature of secured, redeemable, non-convertible debentures for an amount aggregating `
1,000crores with an option to retain an oversubscription upto the shelf limit (i.e. ` 4,590crores) in
December, 2012. These tax free bonds are outstanding as on the date of this Draft Shelf Prospectus. The
issue opened on December 14, 2012 and closed on December 27, 2012. The date of allotment was
January 4, 2013 and the date of refund was January 7, 2013. The tax free bonds offered pursuant to
such issue were listed on January 10, 2013 on the BSE.

6. Our Company came out with a public issue of tax free bonds tranche - II of face value of ` 1,000each
at par, in the nature of secured, redeemable, non-convertible debentures for an amount aggregating `
100crores with an option to retain an oversubscription upto the residual shelf limit (i.e. ` 3,890.25
crores) in February, 2013. These tax free bonds are outstanding as on the date of this Draft Shelf
Prospectus. The issue opened on February 18, 2013 and closed on March 19, 2013. The date of allotment
was March 28, 2013 and the date of refund was March 30, 2013. The tax free bonds offered pursuant
to such issue were listed on April 03, 2013 on the BSE.

7. Our Company came out with a public issue of tax free bonds tranche - I of face value of ` 1,000each at
par, in the nature of secured, redeemable, non-convertible debentures for an amount aggregating `
100crores with an option to retain an oversubscription upto the residual shelf limit (i.e. ` 3,875.90
crores) in October 2013. These tax free bonds are outstanding as on the date of this Draft Shelf
Prospectus. The issue opened on October 14, 2013 and closed on November 5, 2013. The date of
allotment was November 16, 2013 and the date of refund was November 16, 2013. The tax free bonds
offered pursuant to such issue were listed on November 19, 2013 on the BSE.

Material Contracts

Our Company has not entered into any material contracts other than in the ordinary course of business, in the last
two years.

Auditors’ Remarks

There are no reservations or qualifications or adverse remarks of auditors in respect of our Financial Statements
in the last five financial years. For further details please refer Auditor’s Report dated August 26, 2015.

Dividend

For details of dividends paid by our Company for the financial years ended March 31, 2011, 2012, 2013, 2014
and 2015 see the section titled “Annexure A – Financial Statements”.

Revaluation of assets

Our Company has not revalued its assets in the last five years.

Mechanism for redressal of investor grievances

Bigshare Services Private Limited has been appointed as the Registrar to the Issue to ensure that investor
grievances are handled expeditiously and satisfactorily and to effectively deal with investor complaints.

All grievances relating to the Issue should be addressed to the Registrar to the Issue and the Compliance Officer
giving full details of the Applicant, number of Bonds applied for, amount paid on application series/option applied
for and Member of the Syndicate/Trading Member/SCSB to which the application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either
(a) the relevant Designated Branch of the SCSB where the Application Form was submitted by the ASBA
Applicant, or (b) the concerned Member of the Syndicate and the relevant Designated Branch of the SCSB in the
event of an Application submitted by an ASBA Applicant at any of the Syndicate ASBA Centres, giving full

212
details such as name, address of Applicant, Application Form number, series/option applied for, number of Bonds
applied for, amount blocked on Application.

All grievances arising out of Applications for the Bonds made through Trading Members may be addressed
directly to the BSE.

Change in Auditors of our Company during the last three years

Details of change in our auditors for the last three years is as follows:

Financial Year Name Address Remarks

FY 2015-16 M/s K.B. Chandna & Co. Chartered Accountants, The auditors
E-27, South Extension – II, were appointed
New Delhi -110049 vide CAG letter
dated June 30,
M/s M.K. Aggarwal & Co. Chartered Accountants, 2015
30, Nishant Kunj, Pitampura,
New Delhi –110034

FY 2014- N.K. Bhargava & Co. C-31, Ist Floor, The auditors
2015 Acharya Niketan, Mayur Vihar, Phase-I were appointed
New Delhi – 110 091 vide CAG letter
dated July 30,
M/s K.B. Chandna & Co. Chartered Accountants, 2014
E-27, South Extension – II,
New Delhi -110049

FY 2013- N.K. Bhargava & Co. C-31, Ist Floor, The auditors
2014 Acharya Niketan, Mayur Vihar Phase-I were appointed
New Delhi – 110 091 vide CAG letter
dated July 29,
M/s K.B. Chandna & Co. Chartered Accountants, 2013
E-27, South Extension – II,
New Delhi -110049

Matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty,
default.

For details of terms and conditions of the term loans including re-scheduling, prepayment, penalty and default,
see the section titled “Financial Indebtedness” on page 170.

Related party transactions during the last five finanacial years

The details of related party transactions entered into by our Company during the last five financial years
immediately preceding the issue of prospectus containing (a) all transactions with related parties with respect to
giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all
other transactions which are material to our Company or the related party, or any transactions that are unusual in
their nature or conditions, involving goods, services, or tangible or intangible assets, to which our Company or
any of its parent companies was a party, have been disclosed in the section titled “Annexure A- Financial
Statements” on page 301.

Other Disclosures

Names of signatories to the Memorandum of Association of our Company and the number of shares
subscribed by them:

213
Given below are the name of the signatories of the Memorandum of Associations of our Company and the number
of equity shares subscribed by them at the time of signing of the Memorandum of Association.

S.No. Name of Signatory Number of


equity shares
of face value of
` 1,000 each
1. President of India through Sh. M.M. Kohli, S/o Late B.C. Kohli, Secretary, 1
Ministry of Energy, Department of Power, New Delhi
2. Sh. Satish Khurana, S/o Late Ganeshi Lal Khurana, Joint Secretary and Financial 1
Advisor, Ministry of Energy, Department of Power, New Delhi
3. Sh. K. Padmanabhaiah, S/o Sh. K. Janakiramayya, Joint Secretary, Ministry of 1
Energy, Department of Power, New Delhi
4. Sh. J.C. Gupta, S/o Late Prakash Chandra Gupta, Joint Secretary, Ministry of 1
Energy, Department of Power, New Delhi
5. Sh. A.K. Mago, S/o Late K.N Mago, Joint Secretary, Ministry of Energy, 1
Department of Power, New Delhi
6. Sh. M.K. Sambamurti, S/o Late M.S. Krishnaswamy Iyer, Chairman, Central 1
Electricity Authority, New Delhi
7. Sh. S.A. Subramanian, S/o Late A. Sunderesan, Member (Thermal), Central 1
Electricity Authority, New Delhi
Total 7

Details regarding lending out of issue proceeds of previous issues of our Company
A. Lending Policy:
Our Company has formulated an “operation policy statement” which sets out the lending policy of our Company.
For details, please refer to the section titled “Our Business” on page 112 of this Draft Shelf Prospectus.
B. Classification of loans/advances given to associates, entities/person relating to Board, Senior
Management, Promoters, Others, etc.;
Our Company has not provided any loans/advances to associates, entities/persons relating to Board, senior
management or Promoters out of the proceeds of previous issues.
C. Details of Utilisation of previous issues :
The loans given and debt servicing of loans by our Company out of the proceeds of previous public issues from
the FY 2010 – 2011 are as follows:
D. Issue of long term infrastructure bonds of face value of `1,000 each, in the nature of secured,
redeemable, non-convertible debentures, having benefits under Section 80 CCF of the Income Tax Act,
aggregating upto ` 235.36 crores in the FY 2010 - 11:
Series Name Date of Allotment Amount Raised (` in Crores)
Infrastructure Bonds (2010-11) Series I March 31, 2011 66.8
Infrastructure Bonds (2010-11) Series II March 31, 2011 139.68
Infrastructure Bonds (2010-11) Series III March 31, 2011 6.13
Infrastructure Bonds (2010-11) Series IV March 31, 2011 22.75
TOTAL 235.36

Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (` in Profile
Crores)
Chhattisgarh
State Power Vidyut Sewa Bhawan, 15 to 20
Chhattisgarh Power 95.69
Generation Danganiya, Raipur years
Company

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Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (` in Profile
Crores)
Indira Gandhi Super
Aravalli Power
Thermal Power Project, 15 to 20
Company Private Rajasthan Power 42.63
Post Office. Jharli, years
Limited
District, Jhajjar, Haryana
Telangana Power
Generation Vidyut Soudha, 20 to 25
Telangana Power 35.69
Corporation Khaitrabad, Hyderabad years
Limited
Rajasthan Rajya
Vidyut Bhavan, Janpath, 15 to 20
Vidyut Utpadan Rajasthan Power 19.96
Jyoti Nagar, Jaipur years
Nigam Limited
Pragati Power Rajghat Power House
15 to 20
Corporation Complex, Ring Road I.P. Delhi Power 11.88
years
Limited Estate, New Delhi
Transmission
Corporation Of Vidyut Soudha, 15 to 20
Andhra Pradesh Power 7.38
Andhra Pradesh Khaitrabad, Hyderabad years
Limited
Maharashtra
State Electricity
HSBC Building, M G 15 to 20
Distribution Maharashtra Power 6.56
Road, Fort, Mumbai years
Company
Limited
Andhra Pradesh
Power
Vidyut Soudha, 15 to 20
Generation Andhra Pradesh Power 5.66
Khaitrabad, Hyderabad years
Corporation
Limited.
Uttar Pradesh
Rajya Vidyut Shakti Bhawan, 14 15 to 20
Uttar Pradesh Power 3.64
Utpadan Nigam Ashok Marg, Lucknow years
Limited
Tower 2,5th Floor,
Equinox Business Park,
Essar Power MP (Peninsula Techno Park, 15 to 20
Madhya Pradesh Power 2.89
Limited Off Bandra Kurla years
Complex, LBS Marg,
Kurla (W),Mumbai
Andhra Pradesh
Power Room No 209, A-Block,
15 to 20
Development Vidyut Soudha, Andhra Pradesh Power 2.59
years
Company Khaitrabad, Hyderabad
Limited
New Administrative
Durgapur 15 to 20
Building, District West Bengal Power 0.48
Projects Limited years
Burdwan, Durgapur

Government Of Vidyut Bhavan, Janpath, 15 to 20


Rajasthan Power 0.30
Rajasthan Jyoti Nagar, Jaipur years

Total 235.36

E. Issue of tax free secured, redeemable, non-convertible bonds having benefits under Section 10(15) (iv)
(h) of the Income Tax Act aggregating upto ` 4,033.13 crores and long term infrastructure bonds of

215
face value of ` 1,000 each, in the nature of secured, redeemable, non-convertible debentures, having
benefits under Section 80 CCF of the Income Tax Act aggregating upto ` 95.64 crores in the FY 2011
- 12 :
Series Name Date Of Allotment Amount Raised (` in Crores)
Tax Free Bonds (2011-12) Tranche I Series II February 1, 2012 1,280.58
Tax Free Bonds (2011-12) Tranche I Series I February 1, 2012 2,752.55
Total 4,033.13

Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (In ` Profile
Crores)
NTPC Bhawan, Scope
Complex, Core -7, 3rd
15 to 20
NTPC Limited Floor, No. 7 Delhi Power 500.00
years
Institutional Area,
Lodhi Road
Tamil Nadu NPKRR Maaligai,7th
Up to 1
Transmission Floor, No.144, Anna Tamil Nadu Power 250.00
year
Corporation Limited Salai, Chennai
Madhya Pradesh
Nishtha Parisar, Bijalee
Madhya Kshetra Up to 1
Nagar, Govindpura, Madhya Pradesh Power 200.00
Vidyut Vitaran year
Bhopal
Company Limited
Madhya Pradesh
Block No. 7, Shakti
Poorv Kshetra Up to 1
Bhawan, Rampur, Madhya Pradesh Power 200.00
Vidyut Vitran year
Jabalpur
Company Limited
Uttar Pradesh Power
Shakti Bhawan, 14 15 to 20
Transmission Uttar Pradesh Power 163.44
Ashok Marg, Lucknow years
Corporation Limited
Madhya Pradesh
Shakti Bhawan, Vidyut 15 to 20
Power Generating Madhya Pradesh Power 152.00
Nagar, Jabalpur years
Company Limited
Chhattisgarh State
Vidyut Sewa Bhawan, 15 to 20
Power Generation Chhattisgarh Power 146.78
Danganiya,, Raipur years
Company
Andhra Pradesh Room No 209, A-
15 to 20
Power Development Block, Vidyut Soudha, Andhra Pradesh Power 115.84
years
Corporation Khaitrabad, Hyderabad
ONGC Tripura 6th Floor, A Wing,
15 to 20
Power Company IFCI Towers, 61-Nehru Tripura Power 108.00
years
Limited Place, New Delhi
Madhya Pradesh
COF Block, Shakti
Paschim Kshetra Up to 1
Bhawan, Vidyut Nagar, Madhya Pradesh Power 100.00
Vidyut Vitaran year
Jabalpur
Company Limited
Maharashtra State
Electricity HSBC Building, M G 15 to 20
Maharashtra Power 93.57
Distribution Road, Fort, Mumbai years
Company Limited
Rajasthan Rajya Vidyut Bhavan,
15 to 20
Vidyut Utpadan Janpath, Jyoti Nagar, Rajasthan Power 80.80
years
Nigam Limited Jaipur
Equinox Business Park
Vadinar Power 15 to 20
(Peninsula Techno Gujrat Power 74.23
Company Limited years
Park), Off. Bandra

216
Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (In ` Profile
Crores)
Kurla Complex, LBS
Marg, Kurla (West)
New Administrative
Durgapur Projects 15 to 20
Building, District: West Bengal Power 51.87
Limited years
Burdwan, Durgapur
Maharashtra State
HSBC Building, M G 15 to 20
Transmission Maharashtra Power 51.21
Road, Fort, Mumbai years
Company
Brookland Compound,
North Eastern
Lower New Colony, 15 to 20
Electric Power Arunachal Pradesh Power 39.09
Post Box No- years
Corporation
79,Shillong
Bidyut Unnayan
West Bengal Power
Bhaban, 3/C, LA 15 to 20
Development West Bengal Power 38.03
Block, Sector-III, years
Corporation Limited
Bidhan Nagar, Kolkatta
N.P.K.R.R., Maaligai,
Tamil Nadu Electricity Avenue, 15 to 20
Tamil Nadu Power 33.73
Electricity Board 800- Anna Salai years
Chennai
BRBCL, Jain
Bhartiya Rail Bijlee Bungalow, Post. 15 to 20
Bihar Power 24.68
Company Limited Office: Dalmianagar, years
District.-Rohtas
Uttar Pradesh Rajya
Shakti Bhawan, 14
Vidyut Utpadan Uttar Pradesh Power 18.17 15 to 20
Ashok Marg, Lucknow
Nigam Limited years
Eros Business
North East
Complex, Hotel 15 to 20
Transmission Assam Power 16.98
Shangri-La, 19, Ashoka years
Company Limited
Road, New Delhi
Fortune Tower, Zone -
Orissa Power A,7th Floor, Gangadhar
Transmission Meher Marg, Odisha Power 14.53 15 to 20
Corporation Limited Chandrasekharpur, years
Bhubhneswar
Prakashgad, Plot No.G-
Maharashtra State
9, Anant Kanekar 15 to 20
Power Generation Maharashtra Power 10.05
Marg, Bandra East, years
Company Limited
Mumbai
Chhattisgarh State
Vidyut Sewa Bhawan,
Power Transmission Chhattisgarh Power 9.73 15 to 20
Danganiya, Raipur
Company years
No.22/23, Sudharshan
Raichur Power
Complex, Sheshadri Telengana Power 9.47 15 to 20
Corporation Limited
Road, Bangalore years
2nd & 3rd Floor, Old
R.K.M Powergen No.45/New No.14, Dr. 15 to 20
Chhattisgarh Power 7.73
Pvt Ltd Giriappa Road, years
T.Nagar, Chennai
Transmission
Corporation Of Vidyut Soudha, 15 to 20
Andhra Pradesh Power 5.03
Andhra Pradesh Khaitrabad,Hyderabad years
Limited

217
Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (In ` Profile
Crores)
Rajghat Power House
Pragati Power
Complex, Ring Road Delhi Power 4.00 15 to 20
Corporation Limited
I.P. Estate, New Delhi years
Plot No-27, Sector 6,
Indian Metals &
Sector 6, Faridabad, Odisha Power 3.78 15 to 20
Ferro Alloys Limited
Haryana years
Haryana Vidyut
Shakti Bhawan, Sector
Prasaran Nigam Haryana Power 2.98 15 to 20
6, Panchkula
Limited years
Telangana Power
Vidyut Soudha, 20 to 25
Generation Telengana Power 1.66
Khaitrabad,Hyderabad years
Corporation Limited
Tower 2,5- Floor,
Equinox Business Park, 15 to 20
Essar Power MP (Peninsula Techno years
Madhya Pradesh Power 1.11
Limited Park, Off Bandra Kurla
Complex,LBS Marg,
Kurla(W), Mumbai
A. P. Power
Vidyut Soudha,
Generation Andhra Pradesh Power 0.26 15 to 20
Khaitrabad, Hyderabad
Corporation Limited years
Vidyut Bhavan,
Jaipur Vidyut Vitran Upto 1
Janpath, Jyoti Nagar, Rajasthan Power 0.12
Nigam Limited Year
Jaipur
KSE Board Ltd.,
Kerala State Vidyuthi Bhavanm, 15 to 20
Kerala Power 0.01
Electricity Board Pattom, P.B.No. 5048 years
Thiruvananthapuram
Lending 2,528.85
Debt Servicing 1,504.28
Grand Total 4,033.13

Series Name Date Of Allotment Amount Raised (` in Crores)


Infrastructure Bonds (2011-12) Series II November 21, 2011 51.15

Infrastructure Bonds (2011-12) Series I November 21, 2011 32.43

Infrastructure Bonds (2011-12) Series III November 21, 2011 3.23

Infrastructure Bonds (2011-12) Series IV November 21, 2011 8.83

Total 95.64

Amount Maturity
Geographical
Borrower Name Address Sector Disbursed (In profile
Classification
` Crores)
Jal Power
20 to 25
Corporation A-102, Sector-65, Noida Sikkim Power 28.67
years
Limited

218
Amount Maturity
Geographical
Borrower Name Address Sector Disbursed (In profile
Classification
` Crores)
Andhra Pradesh
Room No 209, A-Block,
Power Andhra 15 to 20
Vidyut Soudha, Power 23.33
Development Pradesh years
Khaitrabad,Hyderabad
Corporation

Tower 2,5th Floor, Equinox


Business Park, (Peninsula
Essar Power MP Madhya
Techno Park, Off Bandra Power 12.51
Limited Pradesh
Kurla Complex, LBS Marg,
Kurla (W),Mumbai 15 to 20
years

Maharashtra
State HSBC Building, M G Road,
Maharashtra Power 8.28 15 to 20
Transmission Fort, Mumbai
Company years

Uttar Pradesh.
Rajya Vidyut Shakti Bhawan, 14 Ashok
Uttar Pradesh Power 7.52 15 to 20
Utpadan Nigam Marg, Lucknow
Limited years

N.P.K.R.R., Maaligai,
Tamil Nadu
Electricity Avenue, 800- Tamil Nadu Power 6.43
Electricity Board 15 to 20
Anna Salai Chennai years

Telangana Power
Generation Vidyut Soudha,
Telangana Power 3.67 15 to 20
Corporation Khaitrabad,Hyderabad
Limited years

Madhya Pradesh
Power
Shakti Bhawan, Vidyut Madhya 15 to 20
Generating Power 2.09
Nagar, Jabalpur, Mp Pradesh years
Company
Limited

Maharashtra
State Electricity
HSBC Building, M G Road, 15 to 20
Distribution Maharashtra Power 1.29
Fort, Mumbai years
Company
Limited

Equinox Business Park


Vadinar Power (Peninsula Techno Park),
Company Off. Bandra Kurla Gujrat Power 0.67 15 to 20
Limited Complex, Lbs Marg, Kurla years
(West)

Indian Metals &


Plot No-27, Sector 6, Sector
Ferro Alloys Odisha Power 0.59
6, Faridabad, Haryana 15 to 20
Limited years

219
Amount Maturity
Geographical
Borrower Name Address Sector Disbursed (In profile
Classification
` Crores)
Transmission
Corporation Of Vidyut Soudha, Andhra
Power 0.59 15 to 20
Andhra Pradesh Khaitrabad, Hyderabad Pradesh
Limited years

Grand Total 95.64

F. Issue of tax free secured, redeemable, non-convertible bonds having benefits under section 10(15) (iv)
(h) of the Income Tax Act aggregating upto ` 865.12 crores in the FY 2012 -13 :
Series Name Date Of Allotment Amount Raised (` in Crores)
Tax Free Bonds (2012-13) Tranche I Series I January, 04 2013 179.15

Tax Free Bonds (2012-13) Tranche I Series I January, 04 2013 163.6

Tax Free Bonds (2012-13) Tranche I Series II January, 04 2013 138.2

Tax Free Bonds (2012-13) Tranche I Series II January, 04 2013 218.8

Total 699.75

Amount
Geographical Maturity
Borrower Name Address Sector Disbursed (In
Classification Profile
` Crores)

Rajasthan Rajya
Vidyut Bhavan, Janpath, up to 1
Vidyut Utpadan Rajasthan Power 286.19
Jyoti Nagar, Jaipur year
Nigam Limited

Tehri Hydro Pragati Puram, Bye-Pass


up to 1
Development Road, Rishikesh, Uttarakhand Power 150.00
year
Corporation Uttranchal

Rajasthan Rajya
Vidyut Bhavan, Janpath, up to 1
Vidyut Prasaran Rajasthan Power 65.00
Jyoti Nagar, Jaipur year
Nigam Limited

Jaipur Vidyut Vitran Vidyut Bhavan, Janpath, 5 to 10


Rajasthan Power 50.00
Nigam Limited Jyoti Nagar, Jaipur years

Jodhpur Vidyut
Vidyut Bhavan, Janpath, 5 to 10
Vitran Nigam Rajasthan Power 50.00
Jyoti Nagar, Jaipur years
Limited

5th Floor, DLF Building 15 to 20


Dans Energy Sikkim Power 24.92
No.8, Tower - C, DLF years

220
Amount
Geographical Maturity
Borrower Name Address Sector Disbursed (In
Classification Profile
` Crores)
Cyber City, Phase-II,
Gurgaon, Haryana

New Administrative
Durgapur Projects up to 1
Building, District West Bengal Power 15.00
Limited year
Burdwan, Durgapur

Madhya Pradesh Cof Block, Shakti


Madhya 15 to 20
Power Generating Bhawan, Vidyut Nagar, Power 13.95
Pradesh years
Company Limited Jabalpur

Tower 2,5th Floor,


Equinox Business Park,
Essar Power
(Peninsula Techno Park,
Transmission Maharashtra Power 9.85
Off Bandra Kurla
Company Limited 15 to 20
Complex, LBS Marg,
Kurla (W),Mumbai years

Maharashtra State Prakashgad, Plot No.G-9,


Power Generation Anant Kanekar Marg, Maharashtra Power 6.62 15 to 20
Company Limited Bandra East, Mumbai
years

Meghalaya Power New Office Complex,


Generation Lum Jingshai, Short Meghalaya Power 5.73 15 to 20
Corporation Limited Round Road, Shillong years

Maharashtra State
Electricity HSBC Building, M G
Maharashtra Power 4.32 15 to 20
Distribution Road, Fort, Mumbai
Company Limited years

BRBCL, Jain Bungalow,


Bharatiya Rail Bijlee Post. Office:
Bihar Power 3.58 15 to 20
Company Limited' Dalmianagar, District.-
Rohtas years

Maharashtra State
HSBC Building, M G
Transmission Maharashtra Power 1.25 15 to 20
Road, Fort, Mumbai
Company
years

Transmission
Corporation Of Vidyut Soudha, Andhra
Power 0.25 15 to 20
Andhra Pradesh Khaitrabad, Hyderabad Pradesh
Limited years

Jaipur Vidyut Vitran Vidyut Bhavan, Janpath,


Rajasthan Power 1.56 up to 1
Nigam Limited Jyoti Nagar, Jaipur
year

Andhra Pradesh Room No 209, A-Block,


Andhra 15 to 20
Power Development Vidyut Soudha, Power 0.17
Pradesh years
Corporation Khaitrabad, Hyderabad

Lending 688.40

221
Amount
Geographical Maturity
Borrower Name Address Sector Disbursed (In
Classification Profile
` Crores)
Debt Servicing 11.35

Grand Total 699.75

Amount Raised (` in
Series Name Date Of Allotment Crores)
Tax Free Bonds (2012-13) Tranche II Series I March 28, 2013 46.92
Tax Free Bonds (2012-13) Tranche II Series I March 28, 2013 49.24
Tax Free Bonds (2012-13) Tranche II Series II March 28, 2013 1.93
Tax Free Bonds (2012-13) Tranche II Series II March 28, 2013 67.28
Total 165.37

Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (In ` Profile
Crores)
Tower 2,5th Floor, Equinox
Essar Power
Business Park, (Peninsula
Transmission 15 to 20
Techno Park, Off Bandra Kurla Maharashtra Power 13.07
Company years
Complex, LBS Marg, Kurla
Limited
(W),Mumbai
Ap Power
Room No 209, A-Block, Vidyut 15 to 20
Development Andhra Pradesh Power 7.29
Soudha, Khaitrabad,Hyderabad years
Corporation
Madhya Pradesh
Power
COF Block, Shakti Bhawan, Madhya 15 to 20
Generating Power 6.14
Vidyut Nagar, Jabalpur Pradesh years
Company
Limited
2nd & 3rd Floor, Old
RKM Powergen 15 to 20
No.45/New No.14, Dr. Giriappa Chhattisgarh Power 4.33
Pvt Ltd years
Road, T.Nagar, Chennai
Andhra Pradesh
Power
Vidyut Soudha, Khaitrabad, 15 to 20
Generation Andhra Pradesh Power 4.09
Hyderabad years
Corporation
Limited
Maharashtra
State Electricity
HSBC Building, M G Road, 15 to 20
Distribution Maharashtra Power 3.90
Fort, Mumbai years
Company
Limited
West Bengal
Power Bidyut Unnayan Bhaban, 3/C,
15 to 20
Development La Block, Sector-III, Bidhan West Bengal Power 3.36
years
Corporation Nagar, Kolkatta
Limited.
Durgapur New Administrative Building, 15 to 20
West Bengal Power 3.28
Projects Limited District: Burdwan, Durgapur years

222
Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (In ` Profile
Crores)
Transmission
Corporation Of Vidyut Soudha, 15 to 20
Andhra Pradesh Power 1.09
Andhra Pradesh Khaitrabad,Hyderabad years
Limited
Jaipur Vidyut
Vidyut Bhavan, Janpath, Jyoti Up to 1
Vitran Nigam Rajasthan Power 0.42
Nagar, Jaipur year
Limited
Telangana Power
Generation Vidyut Soudha, 20 to 25
Telengana Power 0.38
Corporation Khaitrabad,Hyderabad years
Limited
Uttar Pradesh
Rajya Vidyut Shakti Bhawan, 14 Ashok 15 to 20
Uttar Pradesh Power 0.28
Utpadan Nigam Marg, Lucknow years
Limited
Ind-Barath Plot No. 30-A, Road No. 1,
15 to 20
Energy (Utkal) Film Nagar, Jubilee Hills Tamil Nadu Power 0.27
years
Limited Hyderabad
Lending 47.91
Debt Servicing 117.46
Grand Total 165.37

G. Issue of tax free secured, redeemable, non-convertible bonds having benefits under section 10(15) (iv)
(h) of the Income Tax Act aggregating upto ` 3,875.90 crores in FY 2013 - 14 :
Series Name Date Of Allotment Amount Raised (` in Crores)
Tax Free Bonds (2013-14) Series 3A November 16, 2013 1067.38

Tax Free Bonds (2013-14) Series 1A November 16, 2013 325.07

Tax Free Bonds (2013-14) Series 1B November 16, 2013 335.47

Tax Free Bonds (2013-14) Series 2A November 16, 2013 932.7

Tax Free Bonds (2013-14) Series 2B November 16, 2013 353.32

Tax Free Bonds (2013-14) Series 3B November 16, 2013 861.96

TOTAL 3,875.90

223
Amount
Geographical Disbursed Maturity
Borrower Name Address Sector
Classification (In ` Profile
Crores)
Uttar Pradesh .Power 3rd Floor, Shakti Bhawan, 14 5 to 10
Uttar Pradesh Power 1537.50
Corporation Limited Ashok Marg, Lucknow years

Rajasthan Rajya
Vidyut Bhavan, Janpath, Jyoti 15 to 20
Vidyut Utpadan Rajasthan Power 376.00
Nagar, Jaipur years
Nigam Limited

Bihar State Power


Vidyut Bhawan, Bailey Road, 15 to 20
Generation Company Bihar Power 249.92
Patna years
Limited

Raichur Power No.22/23, Sudharshan Complex, 15 to 20


Karnataka Power 213.47
Corporation Ltd. Sheshadri Road, Bangalore years

Maharashtra State Prakashgad, Plot No.G-9, Anant


15 to 20
Power Generation Kanekar Marg, Bandra East, Maharashtra Power 193.11
years
Company Limited Mumbai

GMR Chhattisgarh
Skip House, 25/1, Museum Road, 15 to 20
Energy Private Chhattisgarh Power 182.70
Bangalore years
Limited

Indiabulls Realtech 448-451, Udyog Vihar, Phase-V, 15 to 20


Maharashtra Power 105.00
Limited (IRL) Gurgaon years

Kothagudem Collieries,
Singareni Collieries 15 to 20
Kothagudem, Distric:Khammam, Telangana Power 81.33
Company Limited years
Telangana

Adani Power
Achalraj, Opp. Mayor Bunglow, 15 to 20
Maharashtra Private Maharastra Power 75.11
Law Garden, Ahmedabad. years
Limited

West Bengal Power Bidyut Unnayan Bhaban, 3/C, La


15 to 20
Development Block, Sector-III, Bidhan Nagar, West Bengal Power 67.48
years
Corporation Limited. Kolkatta

Tamil Nadu
Generation And NPKRR Maaligai, No.144, Anna 5 to 10
Tamil Nadu Power 63.91
Distribution Salai, Chennai years
Corporation Limited

Jaipur Vidyut Vitran Vidyut Bhavan, Janpath, Jyoti Up to 1


Rajasthan Power 59.07
Nigam Limited Nagar, Jaipur year

Tamil Nadu N.P.K.R.R., Maaligai, Electricity 15 to 20


Tamil Nadu Power 53.52
Electricity Board Avenue, 800- Anna Salai Chennai years

224
Chhattisgarh State
Vidyut Sewa Bhawan, 15 to 20
Power Generation Chhattisgarh Power 49.57
Danganiya,, Raipur years
company

Orissa Power Fortune Tower, Zone -A,7th


15 to 20
Generation Floor, Gangadhar Meher Marg, Odisha Power 47.81
years
Corporation Limited Chandrasekharpur, Bhubhneswar

Jodhpur Vidyut
Vidyut Bhavan, Janpath, Jyoti 15 to 20
Vitran Nigam Rajasthan Power 41.60
Nagar, Jaipur years
Limited

Durgapur Projects New Administrative Building, 15 to 20


West Bengal Power 20.10
Limited District: Burdwan, Durgapur years

Durgapur Projects New Administrative Building, Upto 1


West Bengal Power 20
Limited District: Burdwan, Durgapur year

Ajmer Vidyut Vitran Vidyut Bhavan, Janpath, Jyoti 15 to 20


Rajasthan Power 40.02
Nigam Limited Nagar, Jaipur years

Andhra Pradesh
Room No 209, A-Block, Vidyut 15 to 20
Power Development Andhra Pradesh Power 33.49
Soudha, Khaitrabad,Hyderabad years
Corporation

Madhya Pradesh
Cof Block, Shakti Bhawan, 15 to 20
Power Generating Madhya Pradesh Power 26.16
Vidyut Nagar, Jabalpur years
Company Limited

Aravali Power Indira Gandhi Super Thermal


15 to 20
Company Private Power Project, Post Office: Jharli, North Power 25.00
years
Limited District. Jhajjar, Haryana

Parbati Koldam 12 Th Floor, Dlf Building No.10


15 to 20
Transmission Tower B, Dlf Cyber City Phase II, Himachal Power 22.94
years
Company Limited Gurgaon

Uttar Pradesh Power


Shakti Bhawan, 14 Ashok Marg, 15 to 20
Transmission Uttar Pradesh Power 20.58
Lucknow years
Corporation Limited

Andhra Pradesh
Vidyut Soudha, 15 to 20
Power Generation Andhra Pradesh Power 19.76
Khaitrabad,Hyderabad years
Corporation Limited

Maharashtra State
Electricity HSBC Building, M G Road, Fort, 15 to 20
Maharashtra Power 19.56
Distribution Mumbai years
Company Limited

Transmission
Corporation Of Vidyut Soudha, 15 to 20
Andhra Pradesh Power 15.98
Andhra Pradesh Khaitrabad,Hyderabad years
Limited

225
ONGC Tripura
6th Floor, A Wing, IFCI Towers, 15 to 20
Power Company Tripura Power 15.00
61-Nehru Place New Delhi years
Limited

Power Transmission Vidyut Bhawan, Near I.S.B.T.


Upto 1
Corporation Of crossing, Sharanpur Road, Majra, Uttarakhand Power 13.00
year
Uttarakhand Limited Dehradoon

BRBCL, Jain Bunglow, Post


Bhartiya Rail Bijlee 15 to 20
Office: Dalmianagar, District.- Bihar Power 11.11
Company Limited years
Rohtas

Haryana Vidyut
Shakti Bhawan, Sector 6, 15 to 20
Prasaran Nigam Haryana Power 10.87
Panchkula years
Limited

Uttar Pradesh Rajya


Shakti Bhawan, 14 Ashok Marg, 15 to 20
Vidyut Utpadan Uttar Pradesh Power 9.80
Lucknow years
Nigam Limited

Chhattisgarh State
Vidyut Sewa Bhawan, 15 to 20
Power Distribution Chhattisgarh Power 9.04
Danganiya,, Raipur years
Company

Telangana Power
Vidyut Soudha, Khaitrabad, 20 to 25
Generation Telangana Power 8.04
Hyderabad years
Corporation Limited

Maharashtra State
HSBC Building, M G Road, Fort, 15 to 20
Transmission Maharashtra Power 7.62
Mumbai years
Company

Tamil Nadu
NPKRR Maaligai,7th Floor, 15 to 20
Transmission Tamil Nadu Power 6.98
No.144, Anna Salai, Chennai years
Corporation Limited

Rajasthan Rajya
Vidyut Bhavan, Janpath, Jyoti 15 to 20
Vidyut Prasaran Rajasthan Power 6.48
Nagar, Jaipur years
Nigam Limited

Chhattisgarh State
Vidyut Sewa Bhawan, Danganiya,
Power Transmission Chhattisgarh Power 2.08 15 to 20
Raipur
Company years

Madhya Pradesh
Paschim Kshetra Cof Block, Shakti Bhawan,
Madhya Pradesh Power 1.13 15 to 20
Vidyut Vitaran Vidyut Nagar, Jabalpur
Company Ltd years

Lending 3,761.82

Debt Servicing 114.08

Total 3,875.90

Note:
1) All the loans disbursed from the proceed of the above mention Public Issue are term loans and are
classified as standard assets as on the date of the Draft Shelf Prospectus except the loan given in FY

226
2011-12 to Jal Power Corporation Limited amounting to ` 28.67 crores, which is classified as non-
performing asset as on March 31, 2015.
2) The details of the borrowers are in descending order to facilitative finding top ten borrowers for each of
the above mentioned Issue.

Utilization details regarding the Previous Issues of the Group Companies

Our Company is a public sector enterprise and as such, there are no identifiable group companies. Further, our
Subsidiaries did not raise any funds by way of a public issue in the last 5 years.

Utilisation of Issue Proceeds

For details of utilisation of Issue proceeds, see the section titled “Objects of the Issue” on page 93.

Statement by the Board of Directors

i) All monies received out of each Tranche Issue to the public shall be transferred to a separate bank
account other than the bank account referred to in Section 40 of the Companies Act, 2013;

ii) The allotment letters shall be issued or application money shall be refunded within 15 (fifteen) days
from the closure of the Issue or such lesser time as may be specified by SEBI or else the Application
money shall be refunded to the Applicants forthwith, failing which interest shall be due to be paid to
the Applicants at the rate of 15% per annum for the delayed period;

iii) Details of all monies utilised out of the each Tranche Issue referred to in sub-item (i) shall be disclosed
under an appropriate separate head in our balance sheet indicating the purpose for which such monies
were utilised;

iv) Details of all unutilised monies out of the each Tranche Issue referred to in sub-item (i), if any, shall be
disclosed under an appropriate separate head in our balance sheet indicating the form in which such
unutilised monies have been invested;

v) The funds raised by us from our previous bonds issues have been utilised for our business as stated in
their respective offer documents; and

vi) Our Company has obtained all no-objections from any debenture trustees/ lenders, required for creating
Security.

Foreign Tax Account Compliance Act (“FATCA”)

FATCA is a new chapter in the U.S. Internal Revenue Code. FATCA is one of the most extensive tax information
reporting regimes created by the U.S. Internal Revenue Service (“IRS”) and U.S. Treasury with objective to
address perceived abuses by US taxpayers with respect to assets held offshore, away from the USA. FATCA
requires Foreign Financial Institutions (“FFI”) to identify, classify and report U.S. accounts and Passive Non-
financial foreign entities (“NFFEs”) to report substantial U.S. owners or certify no U.S. ownership.

On July 9, 2015, India signed Model 1 Inter-Governmental Agreement (“IGA”) with the US IRS for
implementation of FATCA. Section 285BA of the Income Tax Act was amended by the Finance (No.2) Act 2014
to require prescribed reporting financial institutions to register, identify accounts held by reportable persons and
to report to the Indian tax authorities. The CBDT vide Notification dated August 7, 2015 notified the Income–Tax
(11th Amendment) Rules, 2015 (the “Income Tax Rules”) to provide for registration of persons, due diligence,
maintenance of information, and for matters relating to statement of reportable accounts. RBI vide its Circular
dated 28th August, 2015 has issued instructions to all the concerned financial institutions to take steps for
complying with the reporting requirement under FATCA and Common Reporting Standards (“CSR”). Further on
August 31, 2015, RBI has also issued instructions for compliance of Guidance Note on implementation of
reporting requirements under Rules 114F to 114H of the Income Tax Rules, as issued by Department of Revenue,
Ministry of Finance on 31st August, 2015, under which all the financial institutions based on the guidance notes
are required to determine whether it is a “reporting financial institution” or not.

227
Our Company does not fall within the definition of the “Financial Institution” as given in Rule 114F (3) of Income
Tax Rules, 1962 and para 1(g) of Article 1 of the signed IGA agreement.

Further Indian institutions are generally not required to withhold tax as per section 285A of the Act and the IGA
signed with USA. In case any withholding or deduction is required pursuant to section 1471 through 1474 of the
US Internal Revenue Code of 1986, any regulation or agreements there under, official interpretations thereof, or
any law implementing an intergovernmental approach thereto, our Company shall make such FATCA deduction
and shall not be liable to compensate, reimburse, indemnify or otherwise make any payment whatsoever directly
or indirectly in respect of such FATCA deduction.

This is not a complete analysis or listing of all potential tax consequences of FATCA. Investors should consult
their own tax advisers to obtain a more detailed explanation of FATCA and how FATCA may affect them.

Please also refer to the section titled “Risk Factors - Risks relating to any international regulations, FATCA,
taxation rules may apply on the RFPIs/NRIs and other foreign entities as the Issue may be marketed to RFPIs,
and NRIs” on page 45.

Disclaimer in Respect of Jurisdiction

The Issue is being made in India, to Investors from Category I, Category II, Category III and Category IV. This
Draft Shelf Prospectus, the Shelf Prospectus and the respective Tranche Prospectus will not, however constitute
an offer to sell or an invitation to subscribe for the Bonds offered hereby in any jurisdiction other than India to
any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose
possession this Draft Shelf Prospectus, Shelf Prospectus and the respective Tranche Prospectus comes is required
to inform himself or herself about, and to observe, any such restrictions.

US disclaimer

Nothing in this Draft Shelf Prospectus constitutes an offer of securities for sale in the United States or any other
jurisdiction where it is unlawful to do so. The Bonds have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state of the United States or
other jurisdiction and the Bonds may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state
securities laws. The Issuer has not registered and does not intend to register under the U.S. Investment Company
Act, 1940 in reliance on Section 3(c)(7) thereof. This Draft Shelf Prospectus may not be forwarded or distributed
to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be
forwarded to any U.S. Person or to any U.S. address.

Each other purchaser of the Bonds will be required to represent and agree, among other things, that (i) such
purchaser is a non-U.S. person acquiring the Bonds in an “offshore transaction” in accordance with Regulation
S, and (ii) any reoffer, resale, pledge or transfer of the Bonds by such purchaser will not be made to a person in
the United States or to a person known bythe undersigned to be a U.S. Person, in each case in accordance with
allapplicable securities laws.

EU disclaimer

No offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and
implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Issue
or otherwise in respect of the Bonds, in any member State of the European Economic Area which has
implemented the Prospectus Directive except for any such offer made under exemptions available under the
Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a
prospectus pursuant to the Prospectus Directive, in respect of the Issue or otherwise in respect of the Bonds.

Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions. Any investment decision should be made on the basis of the final terms and conditions of the Bonds
and the information contained in this Draft Shelf Prospectus read with the respective Tranche Prospectus.

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SECTION VI- ISSUE RELATED INFORMATION

ISSUE STRUCTURE

The CBDT has vide the CBDT Notification, authorised our Company to raise the Bonds aggregating to ` 1000.
crores in Fiscal 2016 out of which our Company has raised an amount of ` 300 crores on a private placement
basis through disclosure document dated July 17, 2015. Our Company proposes to raise balance amount of upto
` 700 crores through this Issue of the Bonds in one or more tranches prior to March 31, 2016, as approved by its
Board by its resolution dated February 11, 2015.

The following are the key terms of the Bonds. This section should be read in conjunction with, and is qualified in
its entirety by more detailed information in “Terms of the Issue” on page 237.

The key common terms and conditions of the Bonds are as follows:

Particulars Terms and Conditions


Minimum application size As specified in the Tranche Prospectus for a particular Series of Bonds.
The minimum number of Bonds per Application Form will be calculated on
the basis of the total number of Bonds applied for across all series of Bonds
under each such Application Form
Mode of Allotment Both in dematerialised form as well as in physical form as specified by the
Applicant in the Application Form except that allotment will only be made
in demat form for RFPI and NRI.
Terms of payment Full amount on application.
Trading lot 1 (one) Bond.
Who can apply Category I*:

Qualified Institutional Buyers as defined in SEBI (Issue of Capital and


Disclosure Requirements) Regulation, 2009 as amended including;
 Public Financial Institutions, scheduled commercial banks,
multilateral and bilateral development financial institutions, state
industrial development corporations, which are authorised to
invest in the Bonds;
 Provident funds and pension funds with minimum corpus of ` 25
crores, which are authorised to invest in the Bonds;
 Insurance companies registered with the IRDA;
 Foreign Portfolio Investors (“FPI”), Foreign Institutional
Investors (“FII”) and sub-accounts (other than a sub account
which is a foreign corporate or foreign individual), Qualified
Foreign Investors (“QFIs”), not being an individual, registered
with SEBI; **
 National Investment Fund (set up by resolution no. F. No.
2/3/2005-DDII dated November 23, 2005 of the GoI and published
in the Gazette of India);
 Insurance funds set up and managed by the army, navy or air force
of the Union of India or set up and managed by the Department of
Posts, India;
 Mutual funds registered with SEBI; and
 Alternative Investment Funds, subject to investment conditions
applicable to them under the Securities and Exchange Board of
India (Alternative Investment Funds) Regulations, 2012.

Category II*:

 Companies within the meaning of section 2(20) of the Companies


Act, 2013*;
 Statutory bodies/corporations*;

229
Particulars Terms and Conditions
 Cooperative banks;
 Public/ private/ religious/charitable trusts;
 Limited liability partnerships formed and registered under the
provisions of the Limited Liability Partnership Act, 2008;
 Societies in India registered under law and eligible to invest in
Bonds;
 Regional rural banks;
 Partnership firms in the name of partners; and
 Any other foreign/ domestic legal entities/ persons as may be
permissible under the CBDT Notification and authorised to invest
in the Bonds in terms of applicable laws.**

Category III:

The following investors applying for an amount aggregating to above `10


lakhs across all Series of Bonds in each Tranche Issue:

 Resident Indian individuals;


 QFIs and FPIs being individuals;**
 Eligible NRIs on a repatriation or non – repatriation basis; and
 Hindu Undivided Families (“HUF”) through the Karta.

Category IV:

The following investors applying for an amount aggregating upto and


including ` 10 lakhs across all Series of Bonds in each Tranche Issue:

 Resident Indian individuals;


 QFIs and FPIs being individuals;**
 Eligible NRIs on a repatriation or non – repatriation basis; and
 Hindu Undivided Families through the Karta.

* The MCA has, through its circular (General Circular No. 06/2015) dated April 9, 2015, clarified that in cases where
the effective yield on the bonds is greater than the prevailing yield of one year, three year, five year or ten year
Government Security closest to the tenor of the loan, there is no violation of sub-section (7) of section 186 of the
Companies Act, 2013.

**Please refer to section titled “Risk Factors – Our Company will be unable to redeem or buy back the Bonds
issued to FPIs, QFIs, FIIs (together “RFPIs”) in the event that listing of the Bonds on the BSE is not completed
within 15 days of the issuance” on page 44.

Participation by any of the above-mentioned Investor classes in this Issue will be subject to applicable
statutory and/or regulatory requirements. Applicants are advised to ensure that applications made by them
do not exceed the investment limits or maximum number of Bonds that can be held by them under applicable
statutory and/or regulatory provisions.

The Bonds have not been and will not be registered, listed or otherwise qualified in any jurisdiction outside
India and may not be offered or sold, and Applications may not be made by persons in any such juri sdiction,
except in compliance with the applicable laws of such jurisdiction. In particular, the Bonds have not been and
will not be registered under the U.S. Securities Act, 1933, as amended (the “Securities Act”) or the securities
laws of any state of the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state securities laws. The Issuer has not registered and does not intend to register under the U.S.
Investment Company Act, 1940 in reliance on section 3(c)(7) thereof. This Draft Shelf Prospectus may not be
forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in
particular, may not be forwarded to any U.S. Person or to any U.S. address.

230
An NRI/RFPI can apply for Bonds offered in the Issue subject to the conditions and restrictions contained in the
FEMA (Borrowing or Lending in Rupees) Regulations, 2000, as amended from time to time and other applicable
statutory and/or regulatory requirements.

Eligible NRIs and RFPIsshould ensure that they are in compliance with applicable statutory and/or regulatory
requirements in India and the other jurisdictions to which they are subject, before they apply for Bonds under the
Issue, and that our Company and the Lead Managers shall not be liable for any consequences in connection with
any non-compliances by such eligible NRIs and RFPIs.

An RFPI and NRI or any other non-resident Applicant applying in the Issue should not be (i) based in the United
States of America (“USA”), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA, and/or,
(iv) subject to any taxation laws of the USA.

Applications may be made in single or joint names (not exceeding three). Applications should be made by Karta
in case the Applicant is an HUF. If the Application is submitted in joint names, the Application Form should
contain only the name of the first Applicant whose name should also appear as the first holder of the depository
account (in case of Applicants applying for Allotment of the Bonds in dematerialized form) held in joint names.
If the depository account is held in joint names, the Application Form should contain the name and PAN of the
person whose name appears first in the depository account and signature of only this person would be required in
the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be
required to give confirmation to this effect in the Application Form. Please ensure that such Applications contain
the PAN of the HUF and not of the Karta.

In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications
will be addressed to the first named Applicant whose name appears in the Application Form and at the address
mentioned therein.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of
Bonds pursuant to the Issue.

For further details, see the section titled “Issue Procedure” on page 252.

231
TERMS AND CONDITIONS IN CONNECTION WITH THE BONDS

Nature of the Bonds

The Bonds being issued are in form of tax free bonds of face value of ` [] each in the nature of secured,
redeemable, non-convertible debentures, having tax benefits under section 10(15)(iv)(h) of the Income Tax Act to
be issued by our Company in terms of this Draft Shelf Prospectus, Shelf Prospectus and the respective Tranche
Prospectus(es).

Common terms for all Series of Bonds

Issuer Power Finance Corporation Limited.


Type of instrument Tax free bonds of face value of ` [] each, in the nature of secured, redeemable,
non-convertible debentures, having benefits under section 10(15)(iv)(h) of the
Income Tax Act, to be issued in one or more tranches on the terms and
conditions as set out in separate Tranche Prospectus(es) for each such Tranche
Issue.
Nature of the instrument Secured
Seniority Pari passu with other secured creditors.
Mode of the issue Public issue.
Lead Managers Edelweiss Financial Services Limited, A.K. Capital Services Limited, RR
Investors Capital Services Pvt. Ltd., Karvy Investor Services Limited.
Debenture Trustee Milestone Trusteeship Services Private Limited
Depositaries NSDL and CDSL.
Registrar Bigshare Services Private Limited
Base Issue As specified in the respective Tranche Prospectuses for each Tranche Issue.
Option to retain As specified in the respective Tranche Prospectuses for each Tranche Issue.
Oversubscription Amount
Total Issue Size Base Issue as mentioned in the respective Tranche Prospectus(es) with an
option to retain oversubscription upto the rated size, as specified in the Shelf
Prospectus
Eligible investors See the section titled “Issue Procedure – Who can apply?” on page 253.
Objects of the Issue Please see “Objects of the Issue” on page 93 of this Draft Shelf Prospectus.
Details of utilization of the See the section titled “Objects of the Issue” on page 93.
proceeds
Interest rate As specified in the Tranche Prospectus for a particular Series.
Step up/ Step down interest As specified in the Tranche Prospectus for a particular Series.
rates
Interest type As specified in the Tranche Prospectus for a particular Series.
Interest reset process As specified in the Tranche Prospectus for a particular Series.
Frequency of interest As specified in the Tranche Prospectus for a particular Series.
payment
Interest payment date As specified in the Tranche Prospectus for a particular Series.
Day count basis Actual/ actual
Interest on application As specified in the Tranche Prospectus for a particular Series.
money
Default interest rate As specified in Debenture Trust Deed.
Tenor 10 years, 15 years and 20 years from the Deemed Date of Allotment as set out
in the Tranche Propectus.
Redemption Date As specified in the Tranche Prospectus for a particular Series.
Redemption Amount The principal amount on the Bonds along with interest accrued on them as on
the Redemption Date.

232
Redemption premium / As specified in the Tranche Prospectus for a particular Series
discount
Issue Price (in `) ` [].
Discount at which security As specified in the Tranche Prospectus for a particular Series.
is issued and the effective
yield as a result of such
discount.
Put option date Not applicable.
Put option price Not applicable.
Call option date Not applicable.
Call option price Not applicable.
Put notification time. Not applicable.
Call notification time Not applicable.
Face value ` [] per Bond.
Minimum Application size As specified in the Tranche Prospectus for a particular Series.
and in multiples of 1(one)
NCD thereafter
Market Lot/ Trading Lot One Bond.
Pay-in date Application Date. The entire Application Amount is payable on Application.
Credit ratings CRISIL has assigned a rating of ‘CRISIL AAA/ Stable’ to the long term
borrowing programme of our Company for an amount upto ` 50,000 crores
for Fiscal 2016, by its letter dated April 6, 2015 and revalidated the said rating
vide its letter dated June 23, 2015 and August 27, 2015. ICRA has assigned a
rating of ‘[ICRA] AAA’ to the long term borrowing programme of our
Company (including bonds and long term bank borrowing) for an amount upto
` 60,000 crores for Fiscal 2016, by its letter dated April 8, 2015 and revalidated
the said rating vide its letter dated June 22, 2015 and August 31, 2015. CARE
has assigned its rating of 'CARE AAA' to overall borrowing programme of our
Company for an amount upto ` 60,000 crores (including short term borrowing
aggregating to ` 10,000 crores as a sub-limit) for Fiscal 2016 by its letter dated
April 7, 2015 and revalidated the said rating vide its letter dated June 22, 2015
and August 31, 2015. Instruments with these ratings are considered to have the
highest degree of safety regarding timely servicing of financial obligations and
such instruments carry lowest credit risk. For details, see the section titled
“Terms and Conditions in Connection with the Bonds” on page 232. For the
rationale for these ratings, see Annexure B of this Draft Shelf Prospectus.
Listing The NCDs are proposed to be listed on BSE. The NCDs shall be listed within
12 Working Days from the date of Issue Closure.
For more information, see “Other Regulatory And Statutory Disclosures –
Listing” on page 207 of this Draft Shelf Prospectus.
Security The security for the Bonds proposed to be issued, being a charge on the book
debts of our Company by a first/ pari passu, and/ or any other security,
movable or immovable property pursuant to the terms of the Debenture Trust
Deed, to be created within three months of Deemed Date of Allotment, in
accordance with the SEBI Debt Regulations and Companies Act, 2013.
Issue size ` 700 crores.
Option to retain As specified in the respective Tranche Prospectuses for each Tranche Issue.
oversubscription
Security cover At least 100% of the outstanding Bonds at any point of time, alongwith interest
thereon.
Modes of payment Please see the section titled “Issue Procedure – Payment Instructions” on
page 265.
Trading In dematerialised form only.

233
Issue opening date [].
**
Issue closing date [].
**The Issue shall remain open for subscription on Working Days from 10 a.m. to 5
p.m. during the period indicated above, except that the Issue may close on such earlier
date or extended date as may be decided by the Board or a duly constituted committee
thereof. In the event of an early closure or extension of the Issue, our Company shall
ensure that notice of the same is provided to the prospective investors through an
advertisement in a reputed daily national newspaper on or before such earlier or
extended date of Issue closure. On the Issue Closing Date Application Forms will be
accepted only between 10 a.m. and 3p.m. (Indian Standard Time) and uploaded until
5p.m. or such extended time as may be permitted by the BSE.
Record date 15 (fifteen) days prior to the relevant interest payment date, relevant
Redemption Date for Bonds issued under the relevant Tranche Prospectus. In
the event the Record Date falls on second Saturday or fourth Saturday
or Sunday or a public holiday in India, the succeeding Working Day will be
considered as the Record Date.
Transaction documents This Draft Shelf Prospectus, the Shelf Prospectus, the Tranche Prospectus(es)
read with any notices, corrigenda, addenda thereto, the Debenture Trust Deed
and other security documents, if applicable, and various other documents/
agreements/ undertakings, entered or to be entered by our Company with Lead
Managers and/or other intermediaries for the purpose of this Issue including
but not limited to the Debenture Trust Deed, the Debenture Trustee Agreement,
the Escrow Agreement, the MoU with the Registrar and the MoU with the Lead
Managers and the Consortium Agreement. For further details please refer to
“Material Contracts and Documents for Inspection” on page 296 of this Draft
Shelf Prospectus.
Conditions precedent to Other than the conditions specified in the SEBI Debt Regulations, there are no
disbursement conditions precedents to disbursement. See “General Information -
Utilisation of Issue Proceeds” on page 227 of this Draft Shelf Prospetus.
Conditions subsequent to Other than the conditions specified in the SEBI Debt Regulations, there are no
disbursement conditions subsequent to disbursement. See “General Information -
Utilisation of Issue Proceeds” on page 227 of this Draft Shelf Prospetus.
Events of default See the section titled “Terms of the Issue – Events of default” on page 247 of
this Draft Shelf Prospectus.
Cross default provisions Not applicable.
Deemed date of Allotment The date on which the Board of Directors/or any committee thereof approves
the Allotment of the Bonds for each Tranche Issue or such date as may be
determined by the Board of Directors/ or any committee thereof and notified
to the Designated Stock Exchange. The actual Allotment of Bonds may take
place on a date other than the Deemed Date of Allotment. All benefits relating
to the Bonds including interest on Bonds (as specified for each Tranche Issue
by way of the relevant Tranche Prospectus) shall be available to the
Bondholders from the Deemed Date of Allotment.
Roles and responsibilities of See the section titled “Terms of the Issue – Debenture Trustee” on page 249
the Debenture Trustee of this Draft Shelf Prospectus.
Governing law and The governing law and jurisdiction for the purpose of the Issue shall be Indian
jurisdiction law, and the competent courts of jurisdiction in New Delhi, India, respectively.
Working day convention If any Interest Payment Date falls on a day that is not a Working Day, the
payment shall be made on the immediately succeeding Working Day along
with interest for such additional period. Such additional interest will be
deducted from the interest payable on the next date of payment of interest. If
the Redemption Date of any Series of the NCDs falls on a day that is not a
Working Day, the redemption/maturity proceeds shall be paid on the
immediately preceding Working Day along with interest accrued on the NCDs
until but excluding the date of such payment.
* In terms of Regulation 4(2)(d) of the SEBI Debt Regulations, our Company will undertake this public issue of the Bonds in
dematerialised form. However, in terms of section 8(1) of the Depositories Act, our Company, at the request of the

234
Investors who wish to hold the Bonds in physical form will fulfil such request. However, trading in Bonds shall be
compulsorily in dematerialized form.

SPECIFIC TERMS FOR EACH SERIES OF BONDS

The terms of each series of Bonds are set out below:

Series of Bonds*
Options For Category I, II & III#
Tranche [●] Series [●] Tranche [●] Series [●] Tranche [●] Series [●]
Coupon rate As specified in the Tranche As specified in the Tranche As specified in the Tranche
(%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Annualised As specified in the Tranche As specified in the Tranche As specified in the Tranche
yield (%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Series of Bonds*
Options For Category IV#
Tranche [●] Series [●] Tranche [●] Series [●] Tranche [●] Series [●]
Coupon rate As specified in the Tranche As specified in the Tranche As specified in the Tranche
(%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Annualised As specified in the Tranche As specified in the Tranche As specified in the Tranche
yield (%) p.a. Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
For Category I, II, IIIand IV#
Tenor 10 years 15 years 20 years
Redemption 10 years from Deemed Date 15 years from Deemed Date 20 years from Deemed Date
Date of Allotment of Allotment of Allotment
Redemption Repayment of the face value Repayment of the face value Repayment of the face value
Amount (`/ and any interest that may and any interest that may and any interest that may
Bond) have accrued on the have accrued on the have accrued on the
Redemption Date. Redemption Date. Redemption Date.
Frequency of As specified in the Tranche As specified in the Tranche As specified in the Tranche
interest Prospectus for a particular Prospectus for a particular Prospectus for a particular
payment Series of Bonds. Series of Bonds. Series of Bonds.
Minimum As specified in the Tranche As specified in the Tranche As specified in the Tranche
application Prospectus for a particular Prospectus for a particular Prospectus for a particular
size Series of Bonds. Series of Bonds. Series of Bonds.
In multiples As specified in the Tranche As specified in the Tranche As specified in the Tranche
of Prospectus for a particular Prospectus for a particular Prospectus for a particular
Series of Bonds. Series of Bonds. Series of Bonds.
Face value ` [] ` [] ` []
(`/ Bond)
Issue price ` [●] ` [●] ` [●]
(`/ Bond)
Modes of Through various available Through various available Through various available
interest modes.** modes.** modes.**
payment
Put option None. None. None.
and call
option
*
Our Company shall allocate and allot Tranche [] Series []/ Series [] (depending upon the category of
applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant
Series of Bond.

235
**
For various modes of interest payment, see the section titled “Terms of the Issue – Modes of Payment”
on page 245.
# In pursuance of CBDT Notification and for avoidance of doubts, it is clarified as under:
a. The coupon rates indicated under Tranche [] Series [], Tranche [] Series [] and Tranche [] Series
[] shall be payable only on the Portion of Bonds allotted to Category IV in the Issue. Such coupon is
payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under
Category IV.
b. In case the Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series
[] are transferred by Category IV to Category I, Category II and/or Category III, the coupon rate on such
Bonds shall stand at par with coupon rate applicable on Tranche [] Series [], Tranche [] Series [] and
Tranche [] Series [] respectively.

c. Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall
continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are
held by investors falling under Category IV;
d. If on any Record Date, the original Category IV allotee(s)/ transferee(s) hold the Bonds under Tranche []
Series [], Tranche [] Series [] and Tranche [] Series [] for an aggregate face value amount of over
` 10 lacs, then the coupon rate applicable to such Category IV allottee(s)/transferee(s) on Bonds under
Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall stand at par with coupon
rate applicable on Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] respectively;
e. Bonds allotted under Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall carry
coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s) of
such Bonds;
f. For the purpose of classification and verification of status of the Category IV of Bondholders, the aggregate
face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the respective Tranche
Issue shall be clubbed and taken together on the basis of PAN.
The MCA has, through its circular (General Circular No. 06/2015) dated April 9, 2015, clarified that in such cases
wherein the effective yield on the bonds is greater than the prevailing yield of one year, three year, five year or ten
year Government Security closest to the tenor of the loan, there is no violation of sub-section (7) of section 186 of
the Companies Act, 2013
Participation by any of the Investor classes in this Issue will be subject to applicable statutory and/or
regulatory requirements. Applicants are advised to ensure that Applications made by them do not exceed the
investment limits or maximum number of Bonds that can be held by them under applicable statutory and/or
regulatory provisions.

Terms of payment

The entire face value per Bond is payable on application (except in case of ASBA Applicants). In case of ASBA
Applicants, the entire amount of face value of Bonds applied for will be blocked in the relevant ASBA Account
maintained with the SCSB. In the event of Allotment of a lesser number of Bonds than applied for, our Company
shall refund the amount paid on application to the Applicant, in accordance with the terms of the respective
Tranche Prospectus(es).

236
TERMS OF THE ISSUE

1. Authority for the Issue

The CBDT has by the CBDT Notification, authorised our Company to raise the Bonds aggregating to `
1000 crores in Fiscal 2016 out of which our Company has already raised an amount of `300 crores on a
private placement basis through a disclosure document dated July 17, 2015. Our Company proposes to
raise the balance amount of `700 crores through a public issue of the Bonds in one or more tranches prior
to March 31, 2016.
Subject to the Memorandum and Articles of Association of the Company, the Shareholders of our
Company at the Extra-ordinary General Meeting held on June 20, 2014, have passed a resolution under
Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as amended from time to
time, authorising the Board to borrow from time to time to the extent it deems requisite for the purpose
of the business (apart from temporary loans obtained in the ordinary course of business) notwithstanding
that such borrowing may exceed the aggregate of the paid up capital and its free reserves (reserves not
set apart for any specific purpose), provided that the total amount upto which the moneys may be
borrowed by the Board and outstanding at any one time shall not exceed a sum of ` 4,00,000 crores in
Indian rupees and in any foreign currency equivalent to USD 8 Billion. The aggregate value of the Bonds
offered under this Draft Shelf Prospectus, together with the existing borrowing of our Company, is within
the borrowing limits of ` 4,00,000 crores in Indian rupees and in any foreign currency equivalent to USD
8 Billion.

The Board of Directors have, pursuant to a resolution dated February 11, 2015, approved the issue of
‘tax free bonds’ in one or more tranche(s), in the nature of secured, redeemable, non-convertible
debentures subject to the provisions of the CBDT Notification, amongst other sources of long term
borrowing for FY 2015-16 for an amount of up to ` 50,350 crores. Thus, our Company is authorised to
issue Bonds pursuant to ther Issue.

2. Terms and Conditions of the Issue

The Bonds being offered through the Issue are subject to the provisions of the SEBI Debt Regulations,
applicable regulations by the RBI, the Income Tax Act, the Companies Act,1956, Companies Act, 2013
the CBDT Notification, the terms of this Draft Shelf Prospectus, Shelf Prospectus, the Tranche
Prospectus(es), abridged prospectus, the Application Form, the terms and conditions of the Debenture
Trustee Agreement and the Debenture Trust Deed, other applicable statutory and/or regulatory
requirements including those issued from time to time by SEBI, the GoI, and other statutory/regulatory
authorities relating to the offer, issue and listing of securities and any other documents that may be
executed in connection with the Bonds.

3. Issue and status of the Bonds

3.1. Public issue of tax free bonds, in the nature of secured redeemable non-convertible debentures having
benefits under section 10(15)(iv)(h) of the Income Tax Act upto an aggregate amount of ` 700 crores at
par in one or more tranches in the Fiscal 2016 .

3.2. The Bonds shall be secured pursuant to the Debenture Trust Deed. The Bondholders are entitled to the
benefit of the Debenture Trust Deed and are bound by and are deemed to have notice of all the provisions
of the Debenture Trust Deed.

3.3. The Bonds are proposed to be secured by a charge on the book debts of our Company by a first pari
passu, and/ or any other security, movable or immovable property pursuant to the terms of the Debenture
Trust Deed, to be created within three months of Deemed Date of Allotment, in accordance with the
SEBI Debt Regulations and Companies Act, 2013.

3.4. The claims of the Bondholders shall be superior to the claims of any unsecured creditors, subject to
applicable statutory and/or regulatory requirements.

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4. Ranking of the Bonds

The Bonds will be secured by first pari passu charge over the present and future book debts of our
Company and other security (movable or immovable) as set out in the Debenture Trust Deed to the extent
of the amount mobilized under the Issue with an asset cover of one time of the total outstanding amount
of Bonds including the interest thereon, pursuant to the terms of the Debenture Trust Deed.However, our
Company reserves the right to sell or otherwise deal with the receivables, both present and future,
including without limitation to create a first charge on pari passu basis thereon for its present and future
financial requirements without requiring the consent of, or intimation to, the Bondholders or the
Debenture Trustee in this connection, provided that a minimum security cover of 1 (one) time is
maintained. Accordingly, the Bonds would constitute direct and secured obligations of our Company and
will rank pari passu inter se to the claims of other secured creditors of our Company having the same
security and superior to the claims of any unsecured creditors of the Company, now existing or in the
future, subject to any obligations preferred under applicable law.

5. Form, face value, title and listing etc.

5.1. Form of Allotment

The Allotment of the Bonds shall be in a dematerialized form to all Applicants and in physical form to
Applicants, other than RFPIs and NRIs. Our Company has made depository arrangements with CDSL
and NSDL for the issuance of the Bonds in dematerialized form, pursuant to a tripartite agreement dated
September 4, 2015 among our Company, the Registrar and CDSL and a tripartite agreement dated
September 7, 2015 among our Company, the Registrar and NSDL (collectively the “Tripartite
Agreements”). As per SEBI circular dated July 27, 2012 the allotment can be done in physical form only
to investor who have no demat account. Therefore, only the investors not having a demat account will
be allotted Bonds in physical form however investors having a demat account will have the option to
convert demat bonds allotted to them into physical form as per Depositories Act, 1996.

Our Company shall take necessary steps to credit the Depository Participant account of the Applicants
with the number of Bonds Allotted in dematerialized form. The Bondholders holding the Bonds in
dematerialised form shall deal with the Bonds in accordance with the provisions of the Depositories Act
and/or rules as notified by the Depositories from time to time.

5.2. The Bondholders may rematerialize the Bonds issued in dematerialised form, at any time after Allotment,
in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories
from time to time.

5.3. In case of Bonds held in physical form, whether on Allotment or on rematerialization of Bonds allotted
in dematerialised form, our Company will issue one certificate for each Series of the Bonds to the
Bondholder for the aggregate amount of the Bonds that are held by such Bondholder (each such
certificate, a “Consolidated Bond Certificate”). In respect of the Consolidated Bond Certificate(s), our
Company will, on receipt of a request from the Bondholder within 30 days of such request, split such
Consolidated Bond Certificate(s) into smaller denominations in accordance with the applicable
regulations/rules/act, subject to a minimum denomination of one Bond. No fees will be charged for
splitting any Consolidated Bond Certificate(s) and any stamp duty, if payable, will be paid by the
Bondholder. The request to split a Consolidated Bond Certificate shall be accompanied by the original
Consolidated Bond Certificate which will, on issuance of the split Consolidated Bond Certificates, be
cancelled by our Company.

5.4. Face Value

The face value of each Bond is ` [].

5.5. Title

In case of:

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5.5.1. a Bond held in dematerialised form, the person for the time being appearing in the register of
beneficial owners maintained by the Depositories; and

5.5.2. a Bond held in physical form, the person for the time being appearing in the Register of
Bondholders as Bondholder

shall be treated for all purposes by our Company, the Debenture Trustee, the Depositories and
all other persons dealing with such persons the holder thereof and its absolute owner for all
purposes whether or not it is overdue and regardless of any notice of ownership, trust or any
interest in it or any writing on, theft or loss of the Consolidated Bond Certificate issued in respect
of the Bonds and no person will be liable for so treating the Bondholder.

5.6. No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or the
register of beneficial owners, maintained by the Depositories and/or our Company or the Registrar to the
Issue prior to the Record Date. In the absence of transfer being registered, interest and/or Redemption
Amount, as the case may be, will be paid to the person, whose name appears first in the register of
beneficial holders maintained by the Depositories and the Register of Bondholders, as maintained by our
Company and/or the Registrar to the Issue, as the case may be. In such cases, claims, if any, by the
purchasers of the Bonds will need to be settled with the seller of the Bonds and not with our Company
or the Registrar to the Issue.

5.7. Listing

The Bonds will be listed on BSE. The Designated Stock Exchange for the Issue is BSE. Our Company
has received in-principle approvals vide letter no. [].

However, permissions for final listing and trading of the Bonds issued pursuant to this Issue will not be
granted until after the Bonds have been issued and allotted and may not be completed within 15 days of
the date of investment by RFPIs. There could be a failure or delay in listing the Bonds on BSE. Please
refer to “Risk Factors - Our Company will be unable to redeem or buy back the Bonds issued to FPIs,
QFIs, FIIs (together “RFPIs”) in the event that listing of the Bonds on the BSE is not completed
within 15 days of the issuance” on page 44.

Our Company and Lead Managers will not be liable whatsoever to make good any cost or loss and will
not be liable whatsoever for any consequence arising on RFPI under FEMA, 1999 or RBI regulations in
the event that listing of the Bonds on the BSE is not completed within 15 days of the issuance.

5.8. Market Lot

The Bonds shall be allotted in dematerialised form to all Applicants and in physical form to Applicants
other than RFPIs and NRIs. In terms of the SEBI Debt Regulations, the trading of the Bonds shall be in
dematerialised form only. Since, the trading of Bonds is in dematerialized form, tradable lot is one Bond.

5.9. Procedure for rematerialisation of Bonds

Bondholders who wish to hold the Bonds in physical form, after having opted for Allotment in
dematerialised form may do so by submitting a request to their Depository Participant, in accordance
with the applicable procedure stipulated by such Depository Participant.

5.10. Procedure for dematerialisation of Bonds

Bondholders who have been allotted Bonds in physical form and wish to hold the Bonds in dematerialized
form may do so by submitting his or her request to his or her Depository Participant in accordance with
the applicable procedure stipulated by the Depository Participant.

6. Transfer of the Bonds, issue of Consolidated Bond Certificates, etc.

6.1. Register of Bondholders

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Our Company shall maintain at its Registered Office or such other place as permitted by section 94 of
the Companies Act, 2013, a Register of Bondholders containing such particulars of the legal owners of
the Bonds. Further, in accordance with Section 88 of the Companies Act, 2013, the register of beneficial
owners maintained by Depositories for any Bond in dematerialised form under section 11 of the
Depositories Act shall also be deemed to be a register of Bondholders for this purpose.

6.2. Transfers

6.2.1. Transfer of Bonds held in dematerialised form:

In respect of Bonds held in the dematerialised form, transfers of the Bonds may be effected only
through the Depositories where such Bonds are held, in accordance with the provisions of the
Depositories Act and/or rules as notified by the Depositories from time to time. The Bondholder
shall give delivery instructions containing details of the prospective purchaser’s Depository
Participant’s account to his Depository Participant. If a prospective purchaser does not have a
Depository Participant account, the Bondholder may rematerialize his or her Bonds and transfer
them in a manner as specified in paragraph 6.2.2 below.

6.2.2. Transfer of Bonds in physical form:

The Bonds may be transferred by way of a duly executed transfer deed or other suitable
instrument of transfer as may be prescribed by our Company for the registration of transfer of
Bonds. Purchasers of Bonds are advised to send the Consolidated Bond Certificate to our
Company or to such persons as may be notified by our Company from time to time. If a
purchaser of the Bonds in physical form intends to hold the Bonds in dematerialised form, the
Bonds may be dematerialized by the purchaser through his or her Depository Participant in
accordance with the provisions of the Depositories Act and/or rules as notified by the
Depositories from time to time.

6.3. Formalities free of charge

Registration of a transfer of Bonds and issuance of new Consolidated Bond Certificates will be effected
without charge by or on behalf of our Company, but on payment (or the giving of such indemnity as our
Company may require) in respect of any tax or other Governmental charges which may be imposed in
relation to such transfer, and upon our Company being satisfied that the requirements concerning
transfers of Bonds have been duly complied with.

6.4. Debenture Redemption Reserve (“DRR”)

Section 71 of the Companies Act, 2013, read with Rule 18 of the Companies (Share Capital and
Debentures) Rules, 2014, requires that any company that intends to issue debentures must create a DRR
for the purpose of redemption of debentures, in accordance with the following conditions: (a) the DRR
shall be created out of the profits of the company available for payment of dividend, (b) the DRR shall
be equivalent to atleast 25% of the amount raised through public issue of debentures in accordance with
the SEBI Debt Regulations in case of NBFCs registered with the RBI and no DRR is required in case of
privately placed debentures.

Accordingly our Company is required to create DRR of 25% of the value of Bonds issued through the
Issue. In addition, as per Rule 18(7) (e) of Companies (Share Capital and Debentures) Rules, 2014, the
amounts credited to DRR shall not be utilised by our Company except for the redemption of the Bonds.
Every company required to maintain or create DRR shall before the 30th day of April of each year,
deposit or invest, as the case may be, a sum which shall not be less than 15% of the amount of its
debentures maturing during the year ending on the 31st day of March, following any one or more of the
following methods: (a) in deposits with any scheduled bank, free from charge or lien ; (b) in
unencumbered securities of the Central Government or of any State Government; (c) in unencumbered
securities mentioned clauses (a) to (d) and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in
unencumbered bonds issued by any other company which is notified under clause (f) of section 20 of the
Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised for
any purpose other than for the repayment of debentures maturing during the year referred to above,

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provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall
below 15% of the amount of debentures maturing during the 31st day of March of that year.

7. Application amount

The Bonds are being issued at par and the full amount of the face value per Bond is payable on
Application. Eligible Applicants can apply for any amount of the Bonds subject to a minimum
Application size of Bonds as specified in the Tranche Prospectus(es), across any of the Series of Bonds
or a combination thereof. The Applicants will be allotted the Bonds in accordance with the Basis of
Allotment.

8. Deemed Date of Allotment

The Deemed Date of Allotment shall be the date on which the Board of Directors/or any committee
thereof approves the Allotment of the Bonds for each Tranche Issue or such date as may be determined
by the Board of Directors/ or any committee thereof and notified to the Designated Stock Exchange. The
actual Allotment of Bonds may take place on a date other than the Deemed Date of Allotment. All
benefits relating to the Bonds including interest on Bonds (as specified for each Tranche Issue by way of
the relevant Tranche Prospectus) shall be available to the Bondholders from the Deemed Date of
Allotment.

9. Subscription

9.1. Period of subscription

The Issue shall remain open for the period mentioned below:

Issue opens on As specified in the Tranche Prospectus for a particular Series of Bonds.
Issue closes on As specified in the Tranche Prospectus for a particular Series of Bonds.
The Issue shall remain open for subscription on Working Days from 10 a.m. to 5 p.m. during the period
indicated above, except that the Issue may close on such earlier date or extended date as may be decided
by the Board or a duly constituted committee thereof. In the event of an early closure or extension of the
Issue, our Company shall ensure that notice of the same is provided to the prospective investors through
an advertisement in a reputed daily national newspaper on or before such earlier or extended date of Issue
closure. On the Issue Closing Date Application Forms will be accepted only between 10 a.m. and 3p.m.
(Indian Standard Time) and uploaded until 5p.m. or such extended time as may be permitted by the BSE.

9.2. Underwriting

The Issue is not underwritten.

9.3. Minimum subscription

In terms of the SEBI Circular no. CIR/IMD/DF/12/ 2014 dated June 17, 2014, minimum subscription
limit is not applicable for issuers issuing tax free bonds, as specified by CBDT.

Futher, under the SEBI Debt Regulations, our Company may stipulate a minimum subscription amount
which it seeks to raise. Our Company has decided to set no minimum subscription for the Issue.

10. Interest

10.1. Interest

For Bondholders falling under Category I, II and III, the Bonds under Tranche [] Series [], Tranche []
Series [] and Tranche [] Series [] shall carry interest at the coupon rate of []% p.a., []% p.a. and
[]% p.a. respectively payable from, and including, the Deemed Date of Allotment up to, but excluding,

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their respective Redemption Dates, payable []on the “Interest Payment Date”, to the Bondholders as of
the relevant Record Date. The effective yield to Category I, II and III Bondholders would be []% p.a.,
[]% p.a. and []% p.a. for the Tranche [] Series [], Tranche [] Series [] and Tranche [] Series []
respectively.

For Bondholders falling under Category IV, the Bonds under Tranche [] Series [], Tranche [] Series
[] and Tranche [] Series [] shall carry interest at the coupon rate of []% p.a., []% p.a. and []% p.a.
respectively payable from, and including, the Deemed Date of Allotment up to, but excluding, their
respective Redemption Dates, payable [] on the “Interest Payment Date”, to the Bondholders as of the
relevant Record Date. The effective yield to Category IV Bondholders would be []% p.a., []% p.a. and
[]% p.a. for the Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] respectively.

The coupon rates indicated under Tranche [] Series [], Tranche [] Series [] and Tranche [] Series
[] shall be payable only on the Portion of Bonds allotted to Category IV in the Issue. Such coupon is
payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under
Category IV.

In case the Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series
[] are transferred by Category IV to Category I, Category II and/or Category III, the coupon rate on such
Bonds shall stand at par with coupon rate applicable on Tranche [] Series [], Tranche [] Series [] and
Tranche [] Series [] respectively.

If the Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] are
sold/ transferred by the Category IV to investor(s) who fall under the Category IV as on the Record Date
for payment of interest, then the coupon rates on such Bonds shall remain unchanged;

Bonds allotted against Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall
continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are
held by investors falling under Category IV;

If on any Record Date, the original Category IV allotee(s)/ transferee(s) hold the Bonds under Tranche
[] Series [], Tranche [] Series [] and Tranche [] Series [] for an aggregate face value amount of
over ` 10 lacs, then the coupon rate applicable to such Category IV allottee(s)/transferee(s) on Bonds
under Tranche [] Series [], Tranche [] Series [], Tranche [] Series [] shall stand at par with coupon
rate applicable on Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] respectively;

Bonds allotted under Tranche [] Series [], Tranche [] Series [] and Tranche [] Series [] shall carry
coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s)
of such Bonds;

For the purpose of classification and verification of status of the Category IV of Bondholders, the
aggregate face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the
respective Tranche Issue shall be clubbed and taken together on the basis of PAN.

10.2. Day count convention

Interest on the Bonds shall be computed on an actual/ actual basis for the broken period, if any.

Please refer to the following details pertaining to the cash flows of the Company in accordance with the
SEBI circular bearing number CIR/IMD/DF/18/2013 dated October 29, 2013:

Cash Flow for Series [●]

Company Power Finance Corporation Limited


Face value (per Bond) As specified in the Tranche Prospectus for a particular
Series of Bonds.
Issue Opening date/ Date of allotment ` []
(tentative)

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Redemption Date [●]
Coupon Rate As specified in the Tranche Prospectus for a particular
Series of Bonds.
Frequency of interest payment with As specified in the Tranche Prospectus for a particular
specified dates Series of Bonds.
Day count convention Actual / Actual

Cash Due date Date of payment Number of days in Amount(`)


flows coupon period
(event)

1st Coupon

10.3. Interest on Application Amounts

10.3.1. Interest on Application Amounts received which are used towards Allotment of Bonds

We shall pay interest on Application Amounts on the amount Allotted, subject to deduction of
income tax under the provisions of the Income Tax Act, as applicable, to any Applicants to
whom Bonds are allotted (except for ASBA Applicants) pursuant to the Issue from the date of
realization of the cheque(s)/demand draft(s) upto one day prior to the Deemed Date of
Allotment, at the rate of [●]% p.a., [●]% p.a. and [●]% p.a. on Tranche [●] Series [●],Tranche
[●] Series [●] and Tranche [●] Series [●] respectively for Allottees under Category I, Category
II and Category III Portion, and at the rate of [●]% p.a., [●]% p.a. and [●]% p.a. on Tranche [●]
Series [●], Tranche [●] Series [●] and Tranche [●] Series [●] respectively for Allottees under
Category IV Portion. In the event that such date of realization of the cheque(s)/ demand draft(s)
is not ascertainable in terms of banking records, we shall pay interest on Application Amounts
on the amount Allotted from three Working Days from the date of upload of each Application
on the electronic Application platform of the BSE upto one day prior to the Deemed Date of
Allotment, at the aforementioned rate.

A tax deduction certificate will be issued for the amount of income tax so deducted.

We may enter into an arrangement with one or more banks in one or more cities for direct credit
of interest to the account of the Applicants. Alternatively, interest warrants will be dispatched
along with the letter(s) of allotment at the sole risk of the Applicant, to the sole/first Applicant.

In addition, please refer to the Section titled “Regulations and Policies- Foreign Tax Account
Compliance Act (“FATCA”)” on page 144.

10.3.2. Interest on Application Amounts received which are liable to be refunded

We shall pay interest on Application Amounts which is liable to be refunded to the Applicants
(other than Application Amounts received after the closure of the Issue and ASBA Applicants)
subject to deduction of income tax under the provisions of the Income Tax Act, as applicable,
from the date of realization of the cheque(s)/demand draft(s) upto one day prior to the Deemed
Date of Allotment, at the rate of 15% per annum. In the event that such date of realization of the
cheque(s)/ demand draft(s) is not ascertainable in terms of banking records, we shall pay interest
on Application Amounts which are liable to be refunded from three Working Days from the date
of upload of each Application on the electronic Application platform of the BSE upto one day
prior to the Deemed Date of Allotment, at the aforementioned rate. Such interest shall be paid
along with the monies liable to be refunded. Interest warrants will be dispatched/credited (in
case of electronic payment) along with the letter(s) of refund at the sole risk of the Applicant, to
the sole/first Applicant.

A tax deduction certificate will be issued for the amount of income tax so deducted.

Notwithstanding anything contained hereinabove, our Company shall not be liable to pay any

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interest on monies liable to be refunded in case of (a) invalid applications or applications liable
to be rejected, and/or (b) applications which are withdrawn by the Applicant and/or (c) monies
paid in excess of amount of the Bonds applied for in the Application Form. See the section titled
“Issue Procedure- Rejection of Applications” on page 277.

In addition, please refer to the Section titled “Regulations and Policies- Foreign Tax Account
Compliance Act (“FATCA”)” on page 144.

11. Redemption

11.1. The face value of the Bonds will be redeemed at par, on the respective Redemption Dates of each of the
Series of Bonds.

11.2. Procedure for redemption by Bondholders

The procedure for redemption is set out below:

11.2.1. Bonds held in electronic form:

No action is required on the part of Bondholders at the time of maturity of the Bonds.

11.2.2. Bonds held in physical form:

No action will ordinarily be required on the part of the Bondholder at the time of redemption,
and the Redemption Amount will be paid to those Bondholders whose names appear in the
Register of Bondholders maintained by our Company on the Record Date fixed for the purpose
of redemption without there being a requirement for the surrender of the physical Consolidated
Bond Certificate(s).

In addition, please refer to the Section titled “Regulations and Policies- Foreign Tax Account
Compliance Act (“FATCA”)” on page 144.

12. Payments

12.1. Payment of interest on the Bonds

Payment of interest on the Bonds will be made to those Bondholders whose name appears first in the
register of beneficial owners maintained by the Depositories and the Register of Bondholders maintained
by our Company and/or the Registrar to the Issue, as the case may be as, on the Record Date.

12.2. Record Date

The record date for the payment of interest or the Redemption Amount shall 15 (fifteen) days prior to the
relevant interest payment date, relevant Redemption Date for Bonds issued under the relevant Tranche
Prospectus (“Record Date”). In case of redemption of Bonds, the trading in the Bonds shall remain
suspended between the Record Date and the Redemption Date. In the event the Record Date falls on
second Saturday or fourth Saturday or Sunday or a public holiday in India, the succeeding Working Day
will be considered as the Record Date.

12.3. Effect of holidays on payments

If any Interest Payment Date falls on a day that is not a Working Day, the payment shall be made on the
immediately succeeding Working Day along with interest for such additional period. Further, interest for
such additional period so paid, shall be deducted out of the interest payable on the next Interest Payment
Date. If the Redemption Date/Maturity Date (also being the last Interest Payment Date) of any Series of
the Bonds falls on a day that is not a Working Day, the redemption proceeds shall be paid on the
immediately preceding Working Day along with interest accrued on the Bonds until but excluding the
date of such payment.

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12.4. Whilst our Company will use the electronic mode for making payments, where facilities for electronic
mode of payments are not available to the Bondholder or where the information provided by the
Applicant is insufficient or incomplete, our Company proposes to use other modes of payment to make
payments to the Bondholders, including through the dispatch of cheques through a courier service, or
registered post or speed post to the address provided by the Bondholder and appearing in the register of
beneficial owners maintained by the Depositories and the Register of Bondholders maintained by our
Company and/or the Registrar to the Issue, as the case may be as, on the Record Date. Our Company
shall pay interest as specified in the Tranche Prospectus, over and above the coupon rate of the Bonds in
the event that such payments are delayed beyond a period of eight days after our Company becomes
liable to pay such amounts.

12.5. Our Company’s liability to the Bondholders including for payment or otherwise shall stand extinguished
from the Redemption Date or on dispatch of the amounts paid by way of principal and/or interest to the
Bondholders. Further, our Company will not be liable to pay any interest, income or compensation of
any kind accruing subsequent to the Redemption Date.

13. Manner and mode of payment

13.1. Manner of payment:

All payments to be made by our Company to the Bondholders shall be made in any of the following
manners:

13.1.1. For Bonds applied or held in electronic form:

Bank account details will be obtained from the Depositories for payments. Investors who have
applied or who are holding the Bond in electronic form are advised to immediately update their
bank account details as appearing on the records of their Depository Participant. Failure to do so
could result in delays in credit of the payments to investors at their sole risk and neither the Lead
Managers nor our Company shall have any responsibility and undertake any liability for such
delays on part of the Investors.

13.1.2. For Bonds held in physical form

Bank account details will be obtained from the Registrar to the Issue for effecting payments.

13.2. Modes of payment

The mode of interest/refund/Redemption Amounts shall be undertaken in the following order of


preference:

13.2.1. Direct credit

Applicants having bank accounts with the Refund Bank, as per the Demographic Details received
from the Depositories shall be eligible to receive refunds through direct credit. Charges, if any,
levied by the Refund Bank for the same would be borne by our Company.

13.2.2. National Electronic Clearing Scheme (“NECS”)

The NECS facility is applicable to Applicants having an account at any of the centres notified
by the RBI. This mode of payment will be subject to availability of complete bank account details
including the Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque
leaf, from the Depositories.

Our Company shall not be responsible for any delay to the Bondholder receiving credit of interest
or refund or Redemption Amount so long as our Company has initiated the payment process in
time.

13.2.3. Real Time Gross Settlement (“RTGS”)

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An Applicant having a bank account with a branch which is RTGS enabled as per the information
available on the website of the RBI and whose payment amount exceeds `2lakhs (or as may be
specified by the RBI from time to time) shall be eligible to receive refund through RTGS,
provided the demographic details downloaded from the Depositories contain the nine digit
MICR code of the Applicant’s bank which can be mapped with the RBI data to obtain the
corresponding Indian Financial System Code (“IFSC”). Charges, if any, levied by the Refund
Bank for the same would be borne by our Company. Charges, if any, levied by the Applicant’s
bank receiving the credit would be borne by such Applicant.

Our Company shall not be responsible for any delay to the Bondholder receiving credit of interest
or refund or Redemption Amount so long as our Company has initiated the payment process in
time.

13.2.4. National Electronic Fund Transfer (“NEFT”)

Payment of refund shall be undertaken through NEFT wherever an Applicant’s bank branch is
NEFT enabled and has been assigned the IFSC, which can be linked to an MICR code of that
particular branch. The IFSC Code will be obtained from the website of RBI as on a date prior to
the date of payment of refund, duly mapped with an MICR code. Wherever an Applicant has
registered his MICR number and his bank account number while opening and operating the
beneficiary account, the same will be duly mapped with the IFSC Code of that particular bank
branch and the payment will be made to such Applicant through this method. The process flow
in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject
to operational feasibility, cost and process efficiency and the past experience of the Registrar to
the Issue. In the event NEFT is not operationally feasible, the payment would be made through
any one of the other modes as discussed in this section.

Our Company shall not be responsible for any delay to the Bondholder receiving credit of interest
or refund or Redemption Amount so long as our Company has initiated the payment process in
time.

13.2.5. Cheques or demand drafts

Payments by cheques or demand drafts shall be made in the name of the Bondholders whose
names appear in the Register of Bondholders as maintained by our Company or from the register
of beneficial owners as provided by the Depositories. All cheques or demand drafts as the case
may be, shall be sent by registered/speed post/courier service at the Bondholders’ sole risk.

13.3. Printing of bank particulars

As a matter of precaution against possible fraudulent encashment of refund orders and interest/redemption
warrants due to loss or misplacement, the particulars of the Applicant’s bank account are mandatorily
required to be provided for printing on the orders/warrants. Applications without these details are liable
to be rejected. However, in relation to Applicants who have applied for Bonds in dematerialised form,
these particulars will be taken directly from the Depositories. In case of Bonds held in physical form either
on account of rematerialisation or transfer, the Bondholders are advised to submit their bank account
details with the Registrar to the Issue before the Record Date, failing which the amounts will be dispatched
to the postal address of the Bondholders. Bank account particulars will be printed on the orders/warrants
which can then be deposited only in the account specified.

14. Special tax benefits

For the details of tax benefits, see the section titled “Statement of Tax Benefits” on page 96 of this Draft
Shelf Prospectus.

15. Taxation

The Bonds are tax free in nature and the interest on the Bonds will not form part of the total taxable
income of Bondholders. For further details, see the section titled “Statement of Tax Benefits” on page
96 of this Draft Shelf Prospetcus. In addition, please refer to the Section titled “Regulations and Policies-

246
Foreign Tax Account Compliance Act (“FATCA”)” on page 144.

16. Security

The security for the Bonds proposed to be issued, being a charge on the book debts of our Company by a
first pari passu, and/ or any other security, movable or immovable property pursuant to the terms of the
Debenture Trust Deed, to be created within three months of Deemed Date of Allotment, in accordance
with the SEBI Debt Regulations and Companies Act, 2013. Our Company does not require any consents
from any individuals and entities currently holding a pari passu charge on the assets over which the
Security is proposed to be created.

17. Events of default

17.1. The Debenture Trustee at its own discretion may, or if so requested in writing by the holders of not less
than 75% in principal amount of the Bonds then outstanding or if so directed by a special resolution shall
(subject to being indemnified and/or secured by the Bondholders to its satisfaction), give notice to our
Company specifying that the Bonds and/or any particular Series of Bonds, in whole but not in part are
and have become due and repayable at the early Redemption Amount on such date as may be specified
in such notice, among other things, if any of the events listed in paragraph 17.2 below occur.

17.2. The event of default includes non payment of interest, non redemption etc. The complete list of events
of default shall be as specified in the Debenture Trust Deed.

17.3. The early Redemption Amount payable on the occurrence of an event of default shall be as detailed in
the Debenture Trust Deed.

17.4. If an event of default is continuing, the Debenture Trustee may, with the consent of the Bondholders
obtained in accordance with the provisions of the Debenture Trust Deed, and with a prior written notice
to our Company, take action in terms of the Debenture Trust Deed.

17.5. In case of default in the redemption of Bonds, in addition to the payment of interest and all other monies
payable hereunder on the respective due dates, our Company shall also pay interest on the defaulted
amounts.

18. Bondholders’ rights, nomination, etc.

18.1. Rights of Bondholders

Some of the significant rights available to the Bondholders are as follows:

18.1.1. The Company will maintain at its Registered Office or such other place as permitted by law a
register of Bondholders (“Register of Bondholders”) containing such particulars as required
by Section 88 of the Companies Act, 2013. In terms of Section 88 of the Companies Act, 2013,
the Register of Bondholders maintained by a Depository for any Bond in dematerialised form
under Section 11 of the Depositories Act will be deemed to be a Register of Bondholders for
this purpose.

18.1.2. The Bonds shall not, except as provided in the Companies Act, 2013 confer on Bondholders
any rights or privileges available to members of our Company including the right to receive
notices or annual reports of, or to attend and/ or vote, at our Company’s general meeting(s).
However, if any resolution affecting the rights of the Bondholders is to be placed before our
shareholders, such resolution will first be placed before the concerned Bondholders for their
consideration. In terms of Section 136(1) of the Companies Act, 2013, Bondholders shall be
entitled to a copy of our balance sheet on a specific request made to the Company.

18.1.3. The rights, privileges and conditions attached to the Bonds may be varied, modified and/or
abrogated with the consent in writing of the Bondholders of at least three-fourths of the
outstanding amount of the Bonds or with the sanction of a special resolution passed at a meeting
of the concerned Bondholders. However, in the event that such consent or special resolution
pertains to modify or vary the terms and conditions governing the Bonds, such consent or

247
resolution shall not be operative against our Company in the event that such consent or
resolution is not acceptable to our Company.

18.1.4. The registered Bondholder or in case of joint-holders, the person whose name stands first in the
Register of Bondholders or the register of beneficial owners, as the case may be, shall be entitled
to vote in respect of such Bonds, either by being present in person or, where proxies are
permitted, by proxy, at any meeting of the concerned Bondholders summoned for such purpose
and every such Bondholder shall be entitled to one vote on a show of hands and on a poll, his
or her voting rights shall be in proportion to the outstanding nominal value of Bonds held by
him or her on every resolution placed before such meeting of the Bondholders.

18.1.5. Bonds may be rolled over, subject to the consent of the Ministry of Finance, GoI, and with the
consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds
or with the sanction of a special resolution passed at a meeting of the concerned Bondholders
after providing at least 21 days prior notice for such roll-over and in accordance with the SEBI
Debt Regulations. Our Company shall redeem the Bonds of all the Bondholders, who have not
given their positive consent to the roll-over.

The above rights of Bondholders are merely indicative. The final rights of the Bondholders will
be as per the terms of the Draft Shelf Prospectus, the respective Tranche Prospectuses and the
Debenture Trust Deed to be executed by our Company with the Debenture Trustee.

A special resolution for the purpose of this section is a resolution passed at a meeting of
Bondholders of at least three-fourths of the outstanding amount of the Bonds, present and voting.

18.2. Succession

Where Bonds are held in joint names and one of the joint-holders dies, the survivor(s) will be recognized
as the Bondholder(s) in accordance with the applicable laws. It will be sufficient for our Company to
delete the name of the deceased Bondholder after obtaining satisfactory evidence of his death, provided
that a third person may call on our Company to register his name as successor of the deceased Bondholder
after obtaining evidence such as probate of a will for the purpose of proving his title to the Bonds. In the
event of demise of the sole or first holder of the Bonds, our Company will recognize the executors or
administrator of the deceased Bondholders, or the holder of the succession certificate or other legal
representative as having title to the Bonds only if such executor or administrator obtains and produces
probate of will or letter of administration or is the holder of the succession certificate or other legal
representation, as the case may be, from an appropriate court in India. The Board of Directors of our
Company in their absolute discretion may, in any case, dispense with production of probate of will or
letter of administration or succession certificate or other legal representation.

18.3. Nomination facility to Bondholders

18.3.1. In accordance with Section 72 of the Companies Act, 2013, the sole Bondholder or first
Bondholder, along with other joint Bondholders (being individuals) may nominate any one
person (being an individual) who, in the event of death of the sole holder or all the joint-holders,
as the case may be, shall become entitled to the Bond. A person, being a nominee, becoming
entitled to the Bond by reason of the death of the Bondholders, shall be entitled to the same
rights to which he will be entitled if he were the registered holder of the Bond. Where the
nominee is a minor, the Bondholders may make a nomination to appoint any person to become
entitled to the Bonds, in the event of his death, during the minority. A nomination shall stand
rescinded on sale of a Bond by the person nominating. A buyer will be entitled to make a fresh
nomination in the manner prescribed. When the Bond is held by two or more persons, the
nominee shall become entitled to receive the amount only on the demise of all the Bondholders.
Fresh nominations can be made only in the prescribed form available on request at our
Company’s administrative office or at such other addresses as may be notified by our Company.

18.3.2. The Bondholders are advised to provide the specimen signature of the nominee to our Company
to expedite the transmission of the Bond(s) to the nominee in the event of demise of the
Bondholders. The signature can be provided in the Application Form or subsequently at the time

248
of making fresh nominations. This facility of providing the specimen signature of the nominee
is purely optional.

18.3.3. In accordance with Section 72 of the Companies Act, 2013, any person who becomes a nominee
under any applicable laws shall on the production of such evidence as may be required by our
Company’s Board or a Committee of Directors, as the case may be, elect either:

(a) to register himself or herself as the holder of the Bonds; or

(b) to make such transfer of the Bonds, as the deceased holder could have made.

18.3.4. Notwithstanding anything stated above, Applicants who are allotted bonds in dematerialised
form need not make a separate nomination with our Company. Nominations registered with the
respective Depository Participant of the Bondholder will prevail. If the Bondholders require
changing their nomination, they are requested to inform their respective Depository Participant.
For Applicants who opt to hold the Bonds in physical form, the Applicants are require to fill in
the details for ‘nominees’ as provided in the Application Form.

18.3.5. Further, our Company’s Board or Committee of Directors, as the case may be, may at any time
give notice requiring any nominee of the deceased holder to choose either to be registered
himself or herself or to transfer the Bonds, and if the notice is not complied with, within a period
of 90 days, our Company’s Board or Committee of Directors, as the case may be, may thereafter
withhold payment of all interests or other monies payable in respect of the Bonds, until the
requirements of the notice have been complied with.

19. Debenture Trustee

19.1. Our Company has appointed Milestone Trusteeship Private Limited to act as the Trustee for the
Bondholders. Our Company intends to enter into a Debenture Trust Deed with the Debenture Trustee,
the terms of which will govern the appointment and functioning of the Debenture Trustee and shall
specify the powers, authorities and obligations of the Debenture Trustee. Under the terms of the
Debenture Trust Deed, our Company will covenant with the Debenture Trustee that it will pay the
Bondholders the principal amount on the Bonds on the relevant Redemption Date and also that it will
pay the interest due on Bonds on the rate specified under the respective Tranche Prospectus(es) under
which Allotment has been made.

19.2. The Bondholders shall, without further act or deed, be deemed to have irrevocably given their consent to
the Debenture Trustee or any of their agents or authorised officials to do all such acts, deeds, matters and
things in respect of or relating to the Bonds as the Trustee may in their absolute discretion deem necessary
or require to be done in the interest of the Bondholders. All the rights and remedies of the Bondholders
shall vest in and shall be exercised by the Debenture Trustee without reference to the Bondholders. No
Bondholder shall be entitled to proceed directly against our Company unless the Debenture Trustee,
having become so bound to proceed, failed to do so.

19.3. The Debenture Trustee will protect the interest of the Bondholders in the event of default by our
Company in regard to timely payment of interest and repayment of principal and they will take necessary
action at our Company’s cost. Further, the Debenture Trustee shall ensure that the assets of our Company
are sufficient to discharge the principal amount at all time under this Issue.

20. Miscellaneous

20.1. Loan against Bonds

The Bonds can be pledged or hypothecated for obtaining loans from lending institutions in accordance
with the lending policies of such institutions. However, as per the RBI Circular our Company is permitted
to extend loan against the security of its tax exempt debentures issued by way of public issue, pursuant to
the circular dated February 20, 2015.

20.2. Lien

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Our Company shall have the right of set-off and lien, present as well as future on the monies due and
payable to the Bondholder or deposits held in the account of the Bondholder, whether in single name or
joint name, to the extent of all outstanding dues by the Bondholder to our Company.

20.3. Lien on pledge of Bonds

Subject to applicable laws, our Company, at its discretion, may note a lien on pledge of the Bonds if such
pledge of the Bonds is accepted by any bank, institution or others for any loan provided to the Bondholder
against pledge of such Bonds as part of the funding.

20.4. Joint-holders

Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint
holders with benefits of survivorship subject to applicable laws.

20.5. Sharing of information

Our Company may, at its option, use its own, as well as exchange, share or part with any financial or
other information about the Bondholders available with our Company and affiliates and other banks,
financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither our
Company nor its affiliates nor their agents shall be liable for use of the aforesaid information.

20.6. Notices

All notices to the Bondholders required to be given by our Company or the Trustee shall be published in
at least one national daily newspaper having wide circulation and/or, will be sent by post/courier to the
registered Bondholders from time to time.

20.7. Issue of duplicate Consolidated Bond Certificate(s)

If any Consolidated Bond Certificate is mutilated or defaced it may be replaced by our Company against
the surrender of such Consolidated Bond Certificates, provided that where the Consolidated Bond
Certificates are mutilated or defaced, they will be replaced only if the certificate numbers and the
distinctive numbers are legible.

If any Consolidated Bond Certificate is destroyed, stolen or lost then on production of proof thereof to
the Issuer’s satisfaction and on furnishing such indemnity/security and/or documents as it may deem
adequate, duplicate Consolidated Bond Certificate(s) shall be issued.

The above requirement may be modified from time to time as per applicable law and practice.

20.8. Future borrowing

Our Company shall be entitled at any time in the future during the term of the Bonds or thereafter to
borrow or raise loans or create encumbrances or avail of financial assistance in any form, and also to issue
promissory notes or bonds or any other securities in any form, manner, ranking and denomination
whatsoever and to any eligible persons whatsoever and to change its capital structure including through
the issue of shares of any class, on such terms and conditions as our Company may deem appropriate,
without requiring the consent of, or intimation to, the Bondholders or the Debenture Trustee in this
connection, subject to the security cover for the Bonds being 100% of the principal outstanding on the
Bonds at all points of time during their tenor. Any further security created by our Company on the Security
for the Bonds will be effected in the manner specified in the Debenture Trust Deed.

20.9. Jurisdiction

The Bonds, the Trust Deed and other relevant documents shall be governed by and construed in
accordance with the laws of India. For the purpose of this Issue and any matter related to or ancillary to
the Issue, the courts of New Delhi, India shall have exclusive jurisdiction.

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20.10. Guarantee/Letter of Comfort

The Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar
intent.

20.11. Recall or redemption prior to maturity

The CBDT Notification pursuant to which the Bonds are being offered provides that the tenure of the tax
free bonds shall be 10, 15 or 20 years and does not specifically permit the issuer to buy back or redeem
the Bonds prior to its Maturity Date. Unless permitted by the GoI, our Company will not be able to redeem
or recall the Bonds prior to their Maturity Date. .

20.12. Restriction on transfer of Bonds

There are currently no restrictions on transfers and transmission of Bonds and on their consolidation/
splitting except as may be required under applicable statutory and/or regulatory requirements including
the SEBI Debt Regulations, Companies Act, 1956, Companies Act, 2013 and RBI regulations and/or as
provided in our Articles of Association. For details of main provisions of our AoA, please see section
titled “Main Provisions of Articles of Association of our Company” on page 284.

20.13. Credit Rating

CRISIL has assigned a rating of ‘CRISIL AAA/ Stable’ to the long term borrowing programme of our
Company for an amount upto ` 50,000 crores for Fiscal 2016, by it letter dated April 6, 2015 and
revalidated the said rating vide its letter dated June 23, 2015 and August 27, 2015. ICRA has assigned a
rating of ‘[ICRA] AAA’ to the long term borrowing programme of our Company (including bonds and
long term bank borrowing) for an amount upto ` 60,000 crores for Fiscal 2016, by its letter dated April
8, 2015 and revalidated the said rating vide its letter dated June 22, 2015 and August 31, 2015. CARE has
assigned its rating of 'CARE AAA' to overall borrowing programme of our Company for an amount upto
` 60,000 crores (including short term borrowing aggregating to ` 10,000 crores as a sub-limit) for Fiscal
2016 by its letter dated April 7, 2015 and revalidated the said rating vide its letter dated June 22, 2015
and August 31, 2015. Instruments with these ratings are considered to have the highest degree of safety
regarding timely servicing of financial obligations and such instruments carry lowest credit risk. For
details in relation to the rationale for these credit ratings, please refer to the Annexure B to this Draft
Shelf Prospectus on page 647.

20.14. Escrow Mechanism

Please refer to “Issue Procedure- Payment mechanism for non ASBA Applicants” on page 265 of this
Draft Shelf Prospectus.

20.15. Debenture holder Not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to equity and/or
preference shareholders of the Company, except to the extent of the right to receive the annual reports of
our Company and such other rights as may be prescribed under the Companies Act, 2013 and the rules
prescribed thereunder and the Debt Listing Agreement.

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ISSUE PROCEDURE

This section applies to all Applicants. ASBA Applicants and Applicants applying through the Direct Online
Application Mechanism (as defined hereinafter) should note that the ASBA process and the Direct Online
Application Mechanism involves application procedures that are different from the procedure applicable to all
other Applicants. Please note that all Applicants are required to pay the full Application Amount or ensure that the
ASBA Account has sufficient credit balance such that the entire Application Amount can be blocked by the SCSB
while making an Application. In case of ASBA Applicants, an amount equivalent to the full Application Amount
will be blocked by the SCSBs in the relevant ASBA Accounts.

ASBA Applicants should note that they may submit their ASBA Applications to the Members of the Syndicate or
Trading Members only at the Syndicate ASBA Application Locations, or directly to the Designated Branches of the
SCSBs. Applicants other than ASBA Applicants are required to submit their Applications to the Members of the
Syndicate or Trading Members (at the application centres of the Members of the Syndicate mentioned in the
abridged prospectus) or make online Applications using the online payment gateway of the BSE.

Applicants are advised to make their independent investigations and ensure that their Applications do not exceed
the investment limits or maximum number of Bonds that can be held by them under applicable law or as specified
in this Draft Shelf Prospectus, Shelf Prospectus and the relevant Tranche Prospectuses.

Please note that this section has been prepared based on the circular no. CIR./IMD/DF-1/20/2012 dated July
27, 2012 issued by SEBI (“Debt Application Circular”). The procedure mentioned in this section is subject to
the BSE putting in place the necessary systems and infrastructure for implementation of the provisions of the
abovementioned circular, including the systems and infrastructure required in relation to Applications made
through the Direct Online Application Mechanism and the online payment gateways to be offered by the BSE
and accordingly is subject to any further clarifications, notification, modification, direction, instructions
and/or correspondence that may be issued by the BSE and/or SEBI, including SEBI Circular No.
CIR/IMD/DF/18/2013 October 29, 2013.

The following Issue procedure may consequently undergo change between the date of this Draft Shelf
Prospectus and the Shelf Prospectus and/or the Tranche Prospectus. Applicants are accordingly advised to
carefully read the Shelf Prospectus, Application Form, and the Tranche Prospectus in relation to any proposed
investment. The information below is given for the benefit of the Investors. The Company, the Registrar to the
Issue, and the Lead Managers shall not be liable for any amendment or modification or changes in applicable
laws or regulations, which may occur after the date of this Draft Shelf Prospectus.

Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI,
which amends the provisions of the Debt Application Circular to the extent that it provides for allotment in public
issues of debt securities to be made on the basis of date of upload of each application into the electronic book of
the Stock Exchange, as opposed to the date and time of upload of each such application. In the event of, and on
the date of oversubscription, however, allotments in public issues of debt securities is to be made on a
proportionate basis.

PLEASE NOTE THAT ALL TRADING MEMBERS OF STOCK EXCHANGES WHO WISH TO COLLECT
AND UPLOAD APPLICATION IN THIS ISSUE ON THE ELECTRONIC APPLICATION PLATFORM
PROVIDED BY THE BSE WILL NEED TO APPROACH THE BSE AND FOLLOW THE REQUISITE
PROCEDURES AS MAY BE PRESCRIBED BY THE BSE.

Please note that as per Para 4 of SEBI Circular No. CIR/CFD/DIL/12/2012 dated September 13, 2012, for making
Applications by banks on own account using ASBA facility, SCSBs should have a separate account in own name
with any other SEBI registered SCSB/s. Only such account shall be used for the purpose of making Application
in public issues and clear demarcated funds should be available in such account for ASBA Applications.

The Members of the Syndicate and our Company shall not be responsible or liable for any errors or omissions
on the part of trading members in connection with the responsibility of Trading Members in relation to
collection and upload of Applications in this issue on the electronic application platform provided by the BSE.
Further BSE will be responsible for addressing investor grievances arising from applications through Trading
Members.

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Please note that for the purpose of this section, the term “Working Day” shall mean all days other than a
Sunday or a public holiday in Delhi or Mumbai on which commercial banks are open for business, except with
reference to Issue Period and Record Date, where working day shall mean all days, excluding Saturdays,
Sundays and public holidays in Delhi or Mumbai, on which commercial banks are open for business

Who can apply?

The following categories of persons are eligible to apply in the Issue.

Category I

Qualified Institutional Buyers as defined in SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009
as amended including:
 Public Financial Institutions, scheduled commercial banks, multilateral and bilateral development
financial institutions, state industrial development corporations, which are authorised to invest in the
Bonds;
 Provident funds and pension funds with minimum corpus of ` 25 crores, which are authorised to invest in
the Bonds;
 Insurance companies registered with the IRDA;
 Foreign Portfolio Investors (“FPI”), Foreign Institutional Investors (“FII”) and sub-accounts (other than
a sub account which is a foreign corporate or foreign individual), Qualified Foreign Investors (“QFIs”),
not being an individual, registered with SEBI; **
 National Investment Fund (set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
the GoI and published in the Gazette of India);
 Insurance funds set up and managed by the army, navy or air force of the Union of India or set up and
managed by the Department of Posts, India;
 Mutual funds registered with SEBI; and
 Alternative Investment Funds, subject to investment conditions applicable to them under the Securities
and Exchange Board of India (Alternative Investment Funds) Regulations, 2012.

Category II

 Companies within the meaning of section 2(20) of the Companies Act, 2013*;
 Statutory bodies/corporations*;
 Cooperative banks;
 Public/ private/ religious/charitable trusts;
 Limited liability partnerships formed and registered under the provisions of the Limited Liability
Partnership Act, 2008;
 Societies in India registered under law and eligible to invest in Bonds;
 Regional rural banks;
 Partnership firms in the name of partners; and
 Any other foreign/ domestic legal entities/ persons as may be permissible under the CBDT Notification
and authorised to invest in the Bonds in terms of applicable laws.**

* The MCA has, through its circular (General Circular No. 06/2015) dated April 9, 2015, clarified that in case where the effective
yield on the bonds is greater than the prevailing yield of one year, three year, five year or ten year Government Security closest to
the tenor of the loan, there is no violation of sub-section (7) of section 186 of the Companies Act, 2013.

Category III

The following Investors applying for an amount aggregating to above ` 10 lakhs across all Series of Bonds in each
Tranche Issue:

 Resident Indian individuals;


 QFIs and FPIs being individuals;**
 Eligible NRIs on a repatriation or non – repatriation basis; and
 Hindu Undivided Families (“HUF”) through the Karta.

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Category IV

The following Investors applying for an amount aggregating to up to and including ` 10 lakhs across all Series of
Bonds in each Tranche Issue:

 Resident Indian individuals;


 QFIs and FPIs being individuals;**
 Eligible NRIs on a repatriation or non – repatriation basis; and
 Hindu Undivided Families through the Karta.

** Please refer to section titled “Risk Factors – Our Company will be unable to redeem or buy back the Bonds
issued to FPIs, QFIs, FIIs (together “RFPIs”) in the event that listing of the Bonds on the BSE is not completed
within 15 days of the issuance” on page 44.

Participation of any of the aforementioned categories of persons or entities is subject to the applicable statutory
and/or regulatory requirements in connection with the subscription to Indian securities by such categories of persons
or entities.

An RFPI and, Eligible NRI or any other non-resident Applicant applying in the Issue must not be (i) based in the
United States of America (“USA”), and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens of the USA,
and/or, (iv) subject to any taxation laws of the USA.

Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory
permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of
Bonds pursuant to the Issue.

The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Issue.

The information below is given for the benefit of Applicants. Our Company and the Lead Managers are not liable
for any amendment or modification or changes in applicable laws or regulations, which may occur after the date of
this Draft Shelf Prospectus.

How to apply?

Availability of the Abridged Prospectus and Application Forms

Please note that there is a single Application Form for ASBA Applicants as well as non-ASBA Applicants
who are persons resident in India. There is a separate Application Form for Applicants (ASBA Applicants
and non-ASBA Applicants) who are RFPIs and Eligible NRIs applying for Bonds on repatriation or a non-
repatriation basis.

Copies of the Abridged Prospectus containing the salient features of the Tranche Prospectus (for a particular
Tranche Issue) together with Application Forms may be obtained from our Registered Office, the Lead Managers,
the Consortium Members and the Designated Branches of the SCSBs. Additionally the Tranche Prospectus (for a
particular Tranche Issue) and the Application Forms will be available

i. for download on the website of the BSE at www.bseindia.com and the websites of the Lead Managers at
www.edelweissfin.com, www.akcapindia.com, www.rrfinance.com/www.rrfcl.com and
www.karvy.com respectively.

ii. at the designated branches of the SCSB & the Members of the Syndicate at Syndicate ASBA location.

Electronic Application Forms will also be available on the website of the BSE. A hyperlink to the website of the
BSE for this facility will be provided on the website of the Lead Managers & SCSBs.

Trading Members can download Application Forms from the website of the Stock Exchanges Further, Application
Forms will also be provided to Trading Members at their request.

The prescribed colour of the Application Form for the Applicants is as follows:

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Category Colour of the Application Form
Resident Indians (ASBA and non-ASBA Applicants) As will be specified in the Tranche
Prospectus(es)
RFPIs, Eligible NRIs and any other non-resident Applicant As will be specified in the Tranche
across all Categories (applying on a repatriation as well as Prospectus(es)
non-repatriation basis)

Methods of Application

An eligible investor desirous of applying in the Issue can make Applications by one of the following methods:

1. Applications through the ASBA process; and

2. Non-ASBA Applications.

Note – Applicants are requested to note that in terms of the Debt Application Circular, SEBI has mandated issuers
to provide, through a recognized stock exchange which offers such a facility, an online interface enabling direct
application by investors to a public issue of their debt securities with an online payment facility (“Direct Online
Application Mechanism”). In this regard, SEBI has, through the Debt Application Circular, directed recognized
stock exchanges in India to put in necessary systems and infrastructure for the implementation of the Debt
Application Circular and the Direct Online Application Mechanism. In the event that the BSE puts in necessary
systems, infrastructure and processes in place so as to enable the adoption of the Direct Online Application
Mechanism prior to the Issue Opening Date, we shall offer eligible investors desirous of applying in the Issue the
option to make Applications through the Direct Online Application Mechanism.

If such systems, infrastructures or processes are put in place by the Stock Exchanges prior to the filing of the Shelf
Prospectus or the respective Tranche Prospectus(es), the methods and procedure for relating to the Direct Online
Application Mechanism shall be suitably updated in the Shelf Prospectus or the respective Tranche Prospectus(es),
as the case may be. However, if such systems, infrastructures or processes are put in place by the Stock Exchanges
after filing of the Shelf Prospectus and the respective Tranche Prospectus(es) but prior to the Issue Opening Date,
the methods and procedure for relating to the Direct Online Application Mechanism shall be widely disseminated
by us through a public notice in a reputed national daily newspaper.

Applications through the ASBA process

Please note that application through ASBA is optional for all categories of Applicants.

Applicants who wish to apply through the ASBA process by filling in physical Application Form will have to
select the ASBA mechanism in Application Form and provide necessary details. Applicants can submit their
Applications through the ASBA process by submitting the Application Forms to the Designated Branch of the
SCSB with whom the ASBA Account is maintained or through the Members of the Syndicate or Trading Members
(ASBA Applications through the Members of the Syndicate and Trading Members shall hereinafter be referred to
as the “Syndicate ASBA”), prior to or on the Issue Closing Date. ASBA Applications through the Members of
the Syndicate and Trading Members is permitted only at the Syndicate ASBA Application Locations
(Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Vadodara
and Surat). Kindly note that Application Forms submitted by ASBA Applicants to Members of the Syndicate and
the Trading Members at the Syndicate ASBA Application Locations will not be accepted if the SCSB with which
the ASBA Account, as specified in the Application Form is maintained has not named at least one branch at that
location for the Member of the Syndicate or the Trading Members to deposit the Application Form (A list of such
branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).

Those Applicants who wish to apply through the ASBA process by filling in physical Application Form will have
to select the ASBA mechanism in Application Form and provide necessary details. The filled in Application Form
containing instructions to SCSB to block the Application Amount shall be submitted to the designated branches of
the SCSBs. The ASBA Applications can also be submitted with the Member of the Syndicate at the Syndicate
ASBA Centres (only in Specified Centres) or with the Trading Members of the Stock Exchange, who shall in turn
upload all such details of the Applicant that is required for the purpose of allotment based on the ASBA Application
Form on the platform of the Stock Exchange and forward the same to the SCSBs, in accordance with the circulars
issued by SEBI in this regard from time to time. The Members of Syndicate and Trading Members of the Stock
Exchange shall accept ASBA Applications only at the Syndicate ASBA Centres and should ensure that they verify

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the details about the ASBA Account and relevant SCSB prior to accepting the Application Form.

Care should be taken that such Application Forms should bear the stamp of the relevant SCSB, Members of the
Syndicate or trading members of the Stock Exchange, otherwise they will be rejected.

Members of the Syndicate and Trading Members shall, upon receipt of Application Forms from ASBA Applicants,
upload the details of these Application Forms to the online platform of the BSE and submit these Application Forms
with the SCSB with whom the relevant ASBA Accounts are maintained in accordance with the Debt Application
Circular. The SCSB shall block an amount in the ASBA Account equal to the Application Amount specified in the
Application Form.

ASBA Applications in electronic mode will only be available with such SCSBs who provide such an electronic
facility. In case of ASBA Applications in such electronic form, the ASBA Applicant shall submit the Application
Form with instruction to block the Application Amount either through the internet banking facility available with
the SCSB, or such other electronically enabled mechanism for applying and blocking funds in the ASBA Account
held with SCSB, as would be made available by the concerned SCSB.

In case of ASBA Application in physical mode, the ASBA Applicant shall submit the Application Form at the
relevant Designated Branch of the SCSB. The Application forms in physical mode, which shall be stamped can
also be submitted to the Members of the Syndicate & the Trading Members at the Syndicate ASBA Application
location. The Designated Branch shall verify if sufficient funds equal to the Application Amount are available in
the ASBA Account, as mentioned in the ASBA Application, prior to uploading such ASBA Application into the
bidding platform of the stock exchange(s). If sufficient funds are not available in the ASBA Account, the
respective Designated Branch shall reject such ASBA Application and shall not upload such ASBA Application
in the bidding platform of the stock exchange(s). If sufficient funds are available in the ASBA Account, the
Designated Branch shall block an amount equivalent to the Application Amount and upload details of the ASBA
Application in the bidding platform of the stock exchange(s). The Designated Branch of the SCSBs shall stamp
the Application Form.

Applications are liable to be rejected, wherein the SCSBs are not able to block the funds for Application Forms
which have been uploaded by the Member of the Syndicate or Trading Members of the Stock Exchange due to
any reason.

Our Company, our Directors, affiliates and their respective directors and officers, Lead Managers and the Registrar
shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to ASBA
Applications accepted by SCSBs and Trading Members, Applications uploaded by SCSBs, Applications accepted
but not uploaded by SCSBs or Applications accepted and uploaded without blocking funds in the ASBA Accounts.
It shall be presumed that for Applications uploaded by SCSBs, the Application Amount has been blocked in the
relevant ASBA Account. Further, aall grievances against Trading Members in relation to the Issue should be made
by Applicants directly to the BSE.

Please note that you cannot apply for the Bonds through the ASBA process if you wish to be allotted the
Bonds in physical form.

Non-ASBA Applications

(i) Non- ASBA Applications for Allotment of the Bonds in dematerialised form

Applicants may submit duly filled in Application Forms either in physical or downloaded Application Forms to the
Members of the Syndicate or the Trading Members accompanied by account payee cheques/ demand drafts prior
to or on the Issue Closing Date. The Members of the Syndicate and Trading Members shall, upload the non-ASBA
Application on the online platform of the BSE from 10:00 am till 5:00 pm, following which they shall acknowledge
the uploading of the Application Form by stamping the acknowledgment slip with the date and returning it to the
Applicant. This acknowledgment slip shall serve as the duplicate of the Application Form for the records of the
Applicant and the Applicant should preserve this and should provide the same for any grievances relating to their
Applications.

Upon uploading the Application on the online platform of the BSE, the Members of the Syndicate and Trading
Members will submit the Application Forms, along with the relevant payment instruments (cheque or demand
drafts) to the Escrow Collection Banks, which will realise the payment instrument, and send the Application details

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to the Registrar. The Members of the Syndicate/ Trading Members are requested to note that all payment
instruments are required to be banked with only the designated banking branches of the Escrow Collection Banks,
details of which will be available at the websites of the Lead Managers at www.edelweissfin.com,
www.akcapindia.com, www.rrfinance.com/www.rrfcl.com and www.karvy.com, respectively (A link for the said
websites will be available at the website of the BSE at www.bseindia.com). Accordingly, Applicants are requested
to note that they must submit Application Forms to Trading Members who are located in towns/ cities which have
at least one banking branch of the Escrow Collection Banks. The Registrar shall match the Application details as
received from the online platform of the BSE with the Application Amount details received from the Escrow
Collection Banks for reconciliation of funds received from the Escrow Collection Banks. In case of discrepancies
between the two data bases, the details received from the online platform of the BSE will prevail. Upon Allotment,
the Registrar will credit the Bonds in the demat accounts of the successful Applicants as mentioned in the
Application Form.

Please note that neither our Company, nor the Members of the Syndicate, nor the Registrar shall be responsible for
redressal of any grievances that Applicants may have in regard to the non-ASBA Applications made to the Trading
Members, including, without limitation, relating to non-upload of the Applications data. All grievances against
Trading Members in relation to the Issue should be made by Applicants to the BSE.

(ii) Non- ASBA Applications for Allotment of the Bonds in physical form

Applicants can also apply for Allotment of the Bonds in physical form by submitting duly filled in Application
Forms to the Members of the Syndicate or the Trading Members, along with the accompanying account payee
cheques or demand drafts representing the full Application Amount and KYC documents as specified in the sections
titled “Issue Procedure – Applications by various Applicant Categories” and “Issue Procedure - Additional
instructions specific for Applicants seeking Allotment of the Bonds in physical form” on pages 258 and 273,
respectively. The Members of the Syndicate and Trading Members shall, upon submission of the Application Forms
to them, verify and check the KYC documents submitted by such Applicants and upload details of the Application
on the online platform of the BSE, following which they shall acknowledge the uploading of the Application Form
by stamping the acknowledgment slip with the date and returning it to the Applicant. This acknowledgment slip
shall serve as the duplicate of the Application Form for the records of the Applicant and the Applicant shall preserve
this and should provide the same for any queries relating to non-Allotment of Bonds in the Issue.

Upon uploading of the Application details, the Members of the Syndicate and Trading Members will submit the
Application Forms, along with the payment instruments to the Escrow Collection Banks, which will realise the
payment instrument, and send the Application Form and the KYC documents to the Registrar. The Registrar shall
check the KYC documents submitted and match Application details as received from the online platform of the
BSE with the Application Amount details received from the Escrow Collection Banks for reconciliation of funds
received from the Escrow Collection Banks. In case of discrepancies between the two data bases, the details
received from the online platform of the BSE will prevail. The Members of the Syndicate/ Trading Members are
requested to note that all Applicants are required to be banked with only the banking branches of Escrow Collection
Banks, details of which will be available at the websites of the Lead Managers at www.akcapindia.com,
www.edelweissfin.com, www.karvy.com and www.rrfinance.com/www.rrfcl.com, respectively (A link for the
said websites will be available at the website of the BSE at www.bseindia.com. Accordingly, Applicants are
requested to note that they must submit Application Forms to Trading Members who are located in towns/ cities
which have at least one banking branch of the Escrow Collection Banks. Upon Allotment, the Registrar will
dispatch Bond Certificates to the successful Applicants to their addresses as provided in the Application Form.
Please note that, in the event that KYC documents of an Applicant are not in order, the Registrar will
withhold the dispatch of Bond Certificates pending receipt of complete KYC documents from such
Applicant. In such circumstances, successful Applicants should provide complete KYC documents to the
Registrar at the earliest.

Please note that in such an event, any delay by the Applicant to provide complete KYC documents to the
Registrar will be at the Applicant’s sole risk and neither our Company, the Registrar, the Escrow Collection
Banks, or the Members of the Syndicate, will be liable to compensate the Applicants for any losses caused to
them due to any such delay, or liable to pay any interest on the Application Amounts for such period during
which the Bond Certificates are withheld by the Registrar. Further, our Company will not be liable for any
delays in payment of interest on the Bonds allotted to such Applicants, and will not be liable to compensate
such Applicants for any losses caused to them due to any such delay, or liable to pay any interest for such
delay in payment of interest on the Bonds.

257
Applicants must use only CTS compliant instruments and refrain from using NON-CTS 2010 instruments
for payment of the Application Amount.

Members of the Syndicate or Trading Members are also required to ensure that the Applicants are competent to
contract under the Indian Contract Act, 1872 including minors applying through guardians, at the time of acceptance
of the Application Forms.

To supplement the foregoing, the mode and manner of Application and submission of Application Forms is
illustrated in the following chart.

Mode of Application To whom the Application Form has to be submitted


Direct Online Online submission through the online platform and online payment facility offered
Applications by BSE.
ASBA Applications If using a physical Application form:
(i) to the Members of the Syndicate only at the Syndicate ASBA Application
Locations; or

(ii) to the Designated Branches of the SCSBs where the ASBA Account is
maintained; or

(iii) to Trading Members only at the Syndicate ASBA Application Locations.

Non- ASBA (i) to the Members of the Syndicate; or


Applications
(ii) to Trading Members.

The Applicant applying under the ASBA Process agrees to block the entire amount payable on Application with
the submission of the Application Form, by authorizing the SCSB to block an amount, equivalent to the amount
payable on Application, in an ASBA Account.

After verifying that sufficient funds are available in the ASBA Account, details of which are provided in the
Application Form or through which the Application is being made in case of electronic ASBA Application, the
SCSB shall block an amount equivalent to the amount payable on Application mentioned in the Application Form
until it receives instructions from the Registrar. Upon receipt of intimation from the Registrar, the SCSBs shall
transfer such amount as per the Registrar’s instruction from the ASBA Account. This amount will be transferred
into the Public Issue Account maintained by us as per the provisions of Section 40 of the Companies Act, 2013.
The balance amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs
on the basis of the instructions issued in this regard by the Registrar to the Issue to the respective SCSBs.

The SCSB may reject the Application at the time of acceptance of Application Form if the ASBA Account with
the SCSB, details of which have been provided by the Applicant in the Application Form, does not have sufficient
funds equivalent to the amount payable on Application mentioned in the Application Form. Subsequent to the
acceptance of the Application by the SCSB, the Registrar would have a right to reject the Application only on
technical grounds.

In the event of withdrawal or rejection of Application Form or for unsuccessful Application Forms, the Registrar
shall give instructions to the SCSB to unblock the Application Amount in the relevant ASBA Account within
twelve (12) Working Days of receipt of such instruction.

Application Size

Applications are required to be for a minimum of such Bonds and multiples of such Bonds thereafter as specified in
the relevant Tranche Prospectus.

APPLICATIONS BY VARIOUS APPLICANT CATEGORIES

Applications by RFPIs ^

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A FII who purchases the Bonds under this Issue shall make the payment for purchase of such securities either by
inward remittance through normal banking channels or out of funds held in Foreign Currency Account or Non-
resident Rupee Account maintained by such RFPI with a designated branch of an authorized dealer in terms of
the applicable regulations governing the same. Provided that an FII or sub-account may continue to buy, sell or
otherwise deal in securities subject to the provisions of the SEBI (Foreign Portfolio Investors) Regulations, 2014
(“FPI Regulations”), till the expiry of its registration as a FII (till the expiry of the block of three years) or sub-
account, or until he obtains a certificate of registration as FPI, whichever is earlier.

A RFPI (including all QFIs and FPIs) who purchases the Bonds under this Issue shall make payment through its
designated bank being a branch of a bank authorized by the Reserve Bank of India through a foreign currency
denominated account and special nonresident before making any investments in India.

Applications by RFPIs for Allotment of the Bonds in physical form must be accompanied by certified true copies
of (i) its SEBI registration certificate; (ii) an inward remittance certificate; (iii) a resolution authorising investment
in the Bonds; and (iii) specimen signatures of authorised persons.

Investments by RFPIs and FIIs

Investments by RFPIs in the Issue will be restricted by various circulars issued by SEBI and RBI providing for
corporate debt limits. In particular, the SEBI circular bearing reference No. CIR/IMD/FIIC/6/2013, dated April 1,
2013 provides that the following categories of debt limits shall be merged into a single category named ‘Corporate
Debt’:

1. Corporate debt – Old for FIIs (US$ 20 billion).


2. Corporate debt – Old for QFIs (US$ 1 billion).
3. Corporate debt – Long Term (US$ 5 billion).
4. Corporate debt in relation to the long term infrastructure sector (US$ 12 billion).
5. Investment by QFIs in debt mutual fund schemes which invest in the infrastructure sector (US$ 3 billion).
6. Investment in Infrastructure Debt Funds (US$ 10 billion).

The combined limit for FIIs in the Corporate Debt category is US$ 51 billion, as provided in the table below.

Type of Instrument Investment Eligible Investors Remarks


cap (US$
billion)
Government Debt 25 FIIs and QFIs Eligible investors may invest in Treasury Bills
only up to US$ 5.5 billion within the limit of US$
25 billion
Corporate Debt 51 FIIs and QFIs Eligible investors may invest in Commercial
Papers only up to US$ 3.5 billion within the limit
of US$ 51 billion

The RBI has, through its circular (bearing RBI/2012-13/530) dated June 12, 2013, enhanced the limit for
investment by FIIs in the Government debt (long term) category by US$ 5 billion to US$ 30 billion. SEBI vide
circular dated April 07, 2014, bearing CIR/IMD/FIIC/8/2014, changed certain investment conditions and
introduced restrictions for FII/QFI investments in Government debt securities. The combined limit for FIIs in the
Corporate Debt category remains same as US$ 51 billion, as provided in the table below:

Type of Instrument Investment Eligible Investors Remarks


cap (US$
billion)
Government Debt 20 FIIs and QFIs Available on demand. Eligible investors may
invest only in dated securities of residual
maturity of one year and above, and existing
investment in Treasury Bills will be allowed to
tapper off on maturity/sale
Government Debt 10 FIIs and QFIs Available on demand for FIIs registered with
SEBI as Sovereign Wealth Funds, Multilateral
Agencies, Endowment funds, Insurance funds,
Pension Funds and Foreign Central Banks.
Eligible investors may invest only in dated

259
Type of Instrument Investment Eligible Investors Remarks
cap (US$
billion)
securities of residual maturity of one year and
above.
Corporate Debt 51 FIIs, QFIs, and Long Available on demand. Eligible investors may
terms investors invest in Commercial Papers only upto US$ 2
registered with SEBI billion within the limit of US$ 51 billion.
– Sovereign Wealth
Funds (SWFs),
Multilateral
Agencies, Pension/
Insurance/
Endowment Funds,
Foreign Central
Banks

The RBI has, through its circular (bearing RBI/2014-15/145) dated July 23, 2014 enhanced the limit for
investment by RFPIs in the Government debt (long term) category by US$ 5 billion by correspondingly reducing
the amount available to long term investor from US$ 10 billion to US$ 5 billion within the overall limit of US$
30 billion. In terms of the aforesaid RBI circular, the changes are summarized below:

a) The incremental investment limit of US$ 5 billion shall be required to be invested in Government bonds
with a minimum residual maturity of three years.

b) All future investment against the limit vacated when the current investment by an RFPI runs of either
through sale or redemption shall also be required to be made in Government bonds with a minimum residual
maturity of three years.

c) There will be no lock-in period and RFPIs shall be free to sell the securities (including that are presently
held with less than three years of residual maturity) to the domestic investors. Through its circular (bearing
CIR/IMD/FIIC/1/2015) dated February 3, 2015, SEBI had changed certain investment conditions and
introduced restrictions for FPIs investments in Government debt securities. In terms of the aforesaid SEBI
circular, the changes are summarized below:

(i) All future investments within the US$ 51 billion corporate debt limit category, including the
limits vacated when the current investment by an FPI runs off either through sale or redemption,
shall be required to be made in corporate bonds with a minimum residual maturity of three
years;
(ii) FPIs shall not be permitted to invest in liquid and money market mutual fund schemes;
(iii) There will, however, be no lock-in period and FPIs shall be free to sell the securities (including
those that are presently held with less than three years residual maturity) to domestic investors.

d) Through its circular (bearing CIR/IMD/FII&C/18/2012) dated July 20, 2012, SEBI had permitted QFIs to
invest in those debt mutual fund schemes that hold at least 25% of their assets (either in debt or equity or
both) in the infrastructure sector under the US$ 3 billion investment limit for debt mutual fund schemes.
These schemes were required to invest in infrastructure debt having a minimum residual maturity of 5
years. This restriction of 5 years residual maturity has been removed while the restriction of 3 years initial
maturity has been introduced.

e) All the above changes in lock-in, initial maturity and residual maturity requirements shall apply for
investments by FIIs and Sub-Accounts in debt securities to be made after the date of the circular.

Applications by NRIs^

We propose to issue Bonds to Eligible NRIs on a repatriable as well as non-repatriable basis. Eligible NRI
Applicants should note that only such Applications as are accompanied by payment in Indian Rupees only shall
be considered for Allotment. An Eligible NRI can apply for Bonds offered in the Issue subject to the conditions
and restrictions contained in the Foreign Exchange Management (Borrowing or Lending in Rupees) Regulations,
2000, and other applicable statutory and/or regulatory requirements including the interest rate requirement as

260
provided in the CBDT Notification. Allotment of Bonds to Eligible NRIs shall be subject to the Application
Amounts paid by the NRI as described below:

1. In case of Eligible NRIs applying on repatriation basis: If the Application Amounts are received either
by inward remittance of freely convertible foreign exchange through normal banking channels i.e. through
rupee denominated demand drafts/ cheques drawn on a bank in India or by transfer of funds held in the
investor‘s rupee denominated accounts i.e. Non Resident External (“NRE”) / Foreign Currency Non
Resident (“FCNR”) Account/ any other permissible account in accordance with FEMA, maintained with a
RBI authorised dealer or a RBI authorised bank in India.

2. In case of Eligible NRIs applying on non-repatriation basis: If the Application Amounts are received
either by inward remittance of freely convertible foreign exchange through normal banking channels i.e.
through rupee denominated demand drafts/ cheques drawn on a bank in India or by transfer of funds held in
the investor‘s rupee denominated accounts i.e. Non-resident Ordinary (“NRO”) account/ NRE account/
FCNR Account/ Non Resident Special Rupee (“NRSR”) Account/ any other permissible account in
accordance with FEMA maintained with a RBI authorised dealer or a RBI authorised bank in India.

Applications by Eligible NRIs (applying either on a repatriation or a non – repatriation basis) should be
accompanied by (i) a bank certificate confirming that the demand draft in lieu of the Application Money has been
drawn on an NRE account; and (ii) if such Eligible NRI is a Person of Indian Origin (“PIO”), a PIO card.
^
The Issuer does not make any representations and does not guarantee eligibility of any foreign investor,
including, inter alia, RFPIs, and Eligible NRIs for investment into the Issue either on a repatriation basis
or on a non-repatriation basis. All foreign Investors have to verify their eligibility and ensure compliance
with all relevant and applicable notifications issued by the RBI and extant guidelines as well as all relevant
and applicable guidelines, notifications and circulars by SEBI pertaining to their eligibility to invest in the
Bonds at the stage of investment in every Tranche Issue, at the time of remittance of their investment
proceeds as well as at the time of disposal of the Bonds. The Issuer will not check or confirm eligibility of
such investments in the Issue.

Issue and Allotment of Bonds to NRI Applicants

Our Company confirms that:

i. the rate of interest on each series of Bonds does not exceed the prime lending rate of the State Bank of India
as on the date on which the resolution approving the Issue was passed by our Board, plus 300 basis points;

ii. the period for redemption of each Series of Bonds will not be less than 3 years;

iii. we do not and shall not carry on agricultural /plantation /real estate business/ trading in Transferable
Development Rights and does not and shall not act as Nidhi or Chit Fund Company;

iv. We will file the following with the nearest office of the Reserve Bank, not later than 30 days from the date:

(a) of receipt of remittance of consideration received from Eligible NRIs in connection with the Issue, full
details of the remittances received, namely:

(i) a list containing names and addresses of each NRI Applicant who have remitted funds for
investment in the Bonds on non-repatriation basis and repatriation basis;

(ii) amount and date of receipt of remittance and its rupee equivalent; and

(iii) names and addresses of Authorised Dealers through whom the remittance has been received;
Please note that Application Amounts for the Bonds has to be paid in cheques or demand drafts
only, in Rupee denominated currency only; and

(b) of closure of the Issue, full details of the monies received from NRI Applicants, namely:

(i) a list containing names and addresses of each NRI allottee and number of Bonds issued to each
of them on non-repatriation basis and repatriation basis, and

261
(ii) a certificate from our Compliance Officer that all provisions of the FEMA, and rules and
regulations made thereunder in connection with the issue of the Bonds have been duly complied
with.

We further confirm that the monies received from RFPIs, and Eligible NRIs who are Allotted Bonds pursuant to
the Issue, will not be utilised for any investment, whether by way of capital or otherwise, in any company or
partnership firm or proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-
lending except for on lending/ re-lending to infrastructure sector in terms of RBI circular bearing no. A.P (DIR
Series) circular no. 81 dated December 24, 2013. For further details, including details of utilization of funds, see
the section titled “Objects of the Issue” on page 93.

Applications by Mutual Funds

A mutual fund scheme cannot invest more than 15% of its NAV in debt instruments issued by a single company
which are rated not below investment grade by a credit rating agency authorised to carry out such activity. Such
investment limit may be extended to 20% of the NAV of the scheme with the prior approval of the board of trustees
and the board of asset management company.

A separate Application can be made in respect of each scheme of an Indian mutual fund registered with SEBI and
such Applications shall not be treated as multiple Applications. Applications made by the AMCs or custodians of
a Mutual Fund shall clearly indicate the name of the concerned scheme for which the Application is being made.
An Applications Forms by a mutual fund registered with SEBI for Allotment of the Bonds in physical form must
be also accompanied by certified true copies of (i) its SEBI registration certificates (ii) the trust deed in respect of
such mutual fund (ii) a resolution authorising investment and containing operating instructions and (iii) specimen
signatures of authorized signatories. Failing this, our Company reserves the right to accept or reject any Application
from a Mutual Fund for Allotment of the Bonds in physical form in whole or in part, in either case, without assigning
any reason therefor.

Application by Scheduled Commercial Banks

Scheduled Commercial Banks can apply in this Issue based upon their own investment limits and approvals.
Applications by them for Allotment of the Bonds in physical form must be accompanied by certified true copies of
(i) a board resolution authorising investments; (ii) a letter of authorisation; (iii) Charter Document; and (iv) PAN
Card . Failing this, our Company reserves the right to accept or reject any Application for Allotment of the Bonds
in physical form in whole or in part, in either case, without assigning any reason therefor.

Application by Insurance Companies registered with the IRDA

In case of Applications for Allotment of the Bonds in physical form made by an insurance company registered with
the IRDA, a certified copy of its certificate of registration issued by IRDA must be lodged along with Application
Form. The Applications must be accompanied by certified copies of (i) its Memorandum and Articles of
Association; (ii) a power of attorney (iii) a resolution authorising investment and containing operating instructions;
(iv) specimen signatures of authorized signatories; (v) any Act/Rules under which they are incorporated; and (vi)
registration documents (i.e. IRDA Registration). Failing this, our Company reserves the right to accept or reject
any Application for Allotment of the Bonds in physical form in whole or in part, in either case, without assigning
any reason therefor.

Indian Scientific and/or industrial research organizations, which are authorized to invest in Bonds

The application must be accompanied by certified true copies of: (i) Any Act/Rules under which they are
incorporated; (ii) Board Resolution authorising investments; and (iii) Specimen signature of authorized person.
Failing this, our Company reserves the right to accept or reject any Applications for Allotment of Bonds in physical
form in whole or in part, in either case, without assigning any reason therefor.

Applications by Alternative Investments Funds

Applications made by an Alternative Investments Fund eligible to invest in accordance with the Securities and
Exchange Board of India (Alternate Investment Funds) Regulations, 2012, for Allotment of the Bonds in physical
form must be accompanied by certified true copies of: (i) the SEBI registration certificate of such Alternative

262
Investment Fund; (i) a resolution authorising the investment and containing operating instructions; and (ii)
specimen signatures of authorised persons. Failing this, our Company reserves the right to accept or reject any
Applications for Allotment of the Bonds in whole or in part, in either case, without assigning any reason thereof.
Alternative Investment Funds applying for Allotment of the Bonds shall at all time comply with the conditions
for categories as per their SEBI registration certificate and the Securities and Exchange Board of India (Alternate
Investment Funds) Regulations, 2012.

Applications by Public Financial Institutions authorized to invest in the Bonds

Applications by Public Financial Institutions for Allotment of the Bonds in physical form must be accompanied by
certified true copies of (i) any Act/rules under which such Applicant is incorporated; (ii) a resolution of the board
of directors of such Applicant authorising investments; and (iii) specimen signature of authorized persons of such
Applicant. Failing this, our Company reserves the right to accept or reject any Applications for Allotment of the
Bonds in physical form in whole or in part, in either case, without assigning any reason therefor.

Applications made by companies, Limited Liability Partnerships and bodies corporate registered
under applicable laws in India

Applications made by companies, Limited Liability Partnerships and bodies corporate for Allotment of the Bonds
in physical form must be accompanied by certified true copies of: (i) any Act/rules under which such Applicant is
incorporated; (ii) a resolution of the board of directors of such Applicant authorising investments; and (iii) specimen
signature of authorized persons of such Applicant. Failing this, our Company reserves the right to accept or reject
any Applications for Allotment of the Bonds in physical form in whole or in part, in either case, without assigning
any reason therefor.

Applications under a power of attorney

In case of Applications made pursuant to a power of attorney by Applicants from Category I and Category II, a
certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along
with the Application Form and the specimen signature of power of attorney holders/authorised signatories as per
the relevant resolution. Failing this, our Company reserves the right to accept or reject any Application in whole or
in part, in either case, without assigning any reason therefor.

In case of Applications made pursuant to a power of attorney by Applicants from Category III and Category IV, a
certified copy of the power of attorney must be lodged along with the Application Form. Failing this, our
Company reserves the right to accept or reject any Application in whole or in part, in either case, without
assigning any reason therefor.

In case of ASBA Applications made pursuant to a power of attorney, a certified copy of the power of attorney must
be lodged along with the Application Form. Failing this, our Company, in consultation with the Lead Manager,
reserves the right to reject such Applications.

Our Company, in its absolute discretion, reserves the right to relax the above condition of attaching
the power of attorney along with the Application Forms subject to such terms and conditions that our
Company and the Lead Managers may deem fit.

Applications by provident funds and pension funds which are authorized to invest in the Bonds

Applications by provident funds, pension funds, superannuation funds and gratuity funds which are
authorised to invest in the Bonds, for Allotment of the Bonds in physical form must be accompanied by
certified true copies of: (i) any Act/rules under which they are incorporated; (ii) a power of attorney, if any,
in favour of one or more trustees thereof, (iii) a board resolution authorising investments; (iv) such other
documents evidencing registration thereof under applicable statutory/regulatory requirements; (v) specimen
signature of authorized person; (vi) a certified copy of the registered instrument for creation of such
fund/trust; and (vii) any tax exemption certificate issued by Income Tax authorities. Failing this, our Company
reserves the right to accept or reject any Applications for Allotment of the Bonds in physical form in whole or in
part, in either case, without assigning any reason therefor.

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Applications by National Investment Fund

Application made by National Invest Fund for Allotment of the Bonds in physical form must be accompanied by
certified true copies of: (i) a resolution authorising investment and containing operating instructions; and (ii)
specimen signatures of authorized persons. Failing this, our Company reserves the right to accept or reject any
Applications for Allotment of the Bonds in physical form in whole or in part, in either case, without assigning any
reason therefor.

Application by Commercial Banks, co-operative banks and Regional Rural Banks

Commercial Banks, co-operative banks and Regional Rural Banks can apply in the Issue based upon their own
investment limits and approvals. The application must be accompanied by certified true copies of (i) Board
resolutions authorising investments; (ii) letters of authorization; (iii) Charter Document; and (iv) PAN Card.
Failing this, our Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reason thereof.

Applications by Trusts

Applications made by a trust, settled under the Indian Trusts Act, 1882, or any other statutory and/or regulatory
provision governing the settlement of trusts in India, must be accompanied by a (i) certified true copy of the
registered instrument for creation of such trust, (ii) power of attorney, if any, in favour of one or more trustees
thereof; and (iii) such other documents evidencing registration thereof under applicable statutory/regulatory
requirements. Failing this, our Company reserves the right to accept or reject any Applications in whole or in
part, in either case, without assigning any reason therefor.

Further, any trusts applying for Bonds must ensure that (a) they are authorised under applicable
statutory/regulatory requirements and their constitution instrument to hold and invest in bonds, (b) they have
obtained all necessary approvals, consents or other authorisations, which may be required under applicable
statutory and/or regulatory requirements to invest in bonds, and (c) applications made by them do not exceed
the investment limits or maximum number of Bonds that can be held by them under applicable statutory and
or regulatory provisions. Failing this, our Company reserves the right to accept or reject any Applications in
whole or in part, in either case, without assigning any reason therefor.

Applications cannot be made by:

a) Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by
minors must be made through Application Forms that contain the names of both the minor Applicant and
the guardian);
b) Foreign nationals, except as may be permissible under the CBDT Notification or under the applicable law;
c) RFPIs / NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens
of the USA, and/or, (iv) subject to any taxation laws of the USA;
d) Overseas Corporate Bodies;
e) Indian Venture Capital Funds;
f) Foreign Venture Capital Investors; and
g) Persons ineligible to contract under applicable statutory/ regulatory requirements.
h) Any category of investor other than the Investors mentioned in categories I, II, III, and IV

In case of Applications for Allotment of the Bonds in dematerialised form, the Registrar shall verify the above on
the basis of the records provided by the Depositories based on the DP ID and Client ID provided by the Applicants
in the Application Form and uploaded onto the electronic system of the BSE by the Members of the Syndicate,
SCSBs or the Trading Members, as the case may be.

Nothing in this Draft Shelf Prospectus constitutes an offer of Bonds for sale in the United States or any
other jurisdiction where it is unlawful to do so. The Bonds have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state of the
United States or other jurisdiction and the Bonds may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The Issuer has not registered and does not intend to
register under the U.S. Investment Company Act, 1940 in reliance on section 3(c)(7) thereof. This Draft

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Shelf Prospectus may not be forwarded or distributed to any other person and may not be reproduced in
any manner whatsoever, and in particular, may not be forwarded to any U.S. Person or to any U.S. address.

No offer to the public (as defined under Directive 20003/71/EC, together with any amendments and
implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the
Issue or otherwise in respect of the Bonds, in any member State of the European Economic Area which has
implemented the Prospectus Directive except for any such offer made under exemptions available under
the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement
a prospectus pursuant to the Prospectus Directive, in respect of the Issue or otherwise in respect of the
Bonds.

Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure
to comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions. Any investment decision should be made on the basis of the final terms and conditions of the
bonds and the information contained in this Draft Shelf Prospectus, the Shelf Prospectus and the relevant
Tranche Prospectus.

Payment instructions

Payment mechanism for ASBA Applicants

An ASBA Applicant shall specify details of the ASBA Account in the Application Form and the relevant SCSB
shall block an amount equivalent to the Application Amount in the ASBA Account specified in the Application
Form. Upon receipt of intimation from the Registrar, the SCSBs shall, on the Designated Date, transfer such blocked
amount from the ASBA Account to the Public Issue Account in terms of the Escrow Agreement. The balance
amount remaining after the finalisation of the Basis of Allotment shall be unblocked by the SCSBs on the basis of
the instructions issued in this regard by the Registrar to the respective SCSB within 12 (twelve) Working Days of
the Issue Closing Date. The Application Amount shall remain blocked in the ASBA Account until transfer of the
Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the
ASBA Application, as the case may be.

Payment mechanism for non ASBA Applicants

We shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Applicants (except
for ASBA Applicants) shall draw cheques or demand drafts. All Applicants would be required to pay the full
Application Amount at the time of the submission of the Application Form. Cheques or demand drafts for the
Application Amount received from Applicants would be deposited by the Members of the Syndicate and Trading
Members, as the case may be, in the Escrow Accounts.

In terms of the FEMA Borrowing Regulations, read with RBI circular bearing no. A.P (DIR Series) circular no.
81 dated December 24, 2013, monies borrowed in Indian rupees from persons resident outside India (as defined in
FEMA) cannot be utilised for re-lending activities, except for on lending/ re-lending to infrastructure sector.
Accordingly, we will open and maintain a separate escrow accounts with the Escrow Collection Banks in
connection with all Application Amounts received from RFPIs and Eligible NRIs Applicants across all Categories
(the “Non Resident Escrow Accounts”). All application amounts received from RFPIs and Eligible NRI
Applicants across all Categories shall be deposited in the Non Resident Escrow Account, maintained with each
Escrow Collection Bank. Upon receipt of requisite instructions from the Lead Managers and the Registrar in the
manner detailed in the Escrow Agreement, the Escrow Collection Banks shall transfer the monies from the Non
Resident Escrow Accounts to a separate bank account, (“Non Resident Public Issue Account”), which shall be
different from the Public Issue Account. Our Company shall at all times ensure that any monies kept in the Non
Resident Escrow Account and the Non Resident Public Issue Account shall be utilised only in accordance with
applicable statutory and/or regulatory requirements for the following purposes:

(a) Debt servicing, which includes servicing of both the principal amounts as well as interest payments of
various debt facilities availed by our Company in the past and currently outstanding in its books of
accounts, including loans, market borrowing (which include our non-convertible bonds/ debentures);
(b) Statutory payments;
(c) Establishment and administrative expenses;
(d) Other working capital requirements of our Company;
(e) Lending / re-lending to the infrastructure sector;

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(f) Keeping in fixed deposits with banks in India pending utilization by them for permissible end-uses; and
(g) Any other purposes and end-uses as may be allowed by RBI from time to time through relevant
regulations/guidelines/clarifications issued by RBI.

Each Applicant (except for ASBA Applicants) shall draw a cheque or demand draft for the Application Amount as
per the following terms:

a) The payment instruments from all resident Applicants shall be payable into the Escrow Accounts drawn in
favour of “[●]”.

b) The payment instruments from RFPIs and Eligible NRI Applicants Applicants across all Categories shall
be payable in the Non Resident Escrow Accounts drawn in favour of “[●]”.

c) Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank),
which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre
where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating
in the clearing process will not be accepted and Applications accompanied by such cheques or bank drafts
are liable to be rejected.

d) The monies deposited in the Escrow Accounts will be held for the benefit of the Applicants until the
Designated Date.

e) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts
and the Non Resident Escrow Accounts as per the terms of the Escrow Agreement, the Shelf Prospectus
and the respective Tranche Prospectus(es) into the Public Issue Account and the Non Resident Public Issue
Account, respectively. The Escrow Collection Bank shall also, upon receipt of instructions from the Lead
Managers and the Registrar, transfer all amounts payable to Applicants, who have not been allotted Bonds
to the Refund Accounts.

Please note that Applications accompanied by Application Amounts in cash/ stock invest/ money orders/ postal
orders will not be accepted.

The Escrow Collection Banks will act in terms of the Shelf Prospectus, the respective Tranche Prospectus(es) and
the Escrow Agreement. The Escrow Collection Banks shall not exercise any lien whatsoever over the monies
deposited therein. It is mandatory for our Company to keep the proceeds of the Issue in an escrow account until the
documents for creation of security as stated in this Draft Shelf Prospectus are executed.

Online Applications

The Company may decide to offer an online Application facility for the Bonds, as and when permitted by applicable
laws, subject to the terms and conditions prescribed.

Additional information for Applicants

1. Application Forms submitted by Applicants (except for Applicants applying for the Bonds in physical
form) whose beneficiary accounts are inactive shall be rejected.

2. For ASBA Applicants, no separate receipts will be issued for the money blocked on the submission of
Application Form. However, the collection centre of the Members of the Syndicate or the SCSB or the
Trading Member, as the case may be, will acknowledge the receipt of the Application Forms by stamping
and returning to the Applicant the acknowledgement slip. This acknowledgement slip will serve as the
duplicate of the Application Form for the records of the Applicant.

3. Applications should be submitted on the Application Form only. In the event that physical Application
Forms do not bear the stamp of the Members of the Syndicate/ Trading Member or the relevant Designated
Branch, they are liable to be rejected.

In case of ASBA Applications submitted to the SCSBs, in terms of SEBI circular dated April 22, 2010, the Registrar
to the Issue will reconcile the compiled data received from the Stock Exchange(s) and all SCSBs, and match the
same with the Depository database for correctness of DP ID, Client ID and PAN. The Registrar to the Issue will

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undertake technical rejections based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per
the Depository records for such ASBA Applications or treat such ASBA Applications as rejected.

In case of ASBA Applicants submitted to the Members of the Syndicate and Trading Members of the Stock
Exchange(s) at the Specified Cities, the Basis of Allotment will be based on the validation by the Registrar to the
Issue of the electronic details with the Depository records, and the complete reconciliation of the final certificates
received from the SCSBs with the electronic details in terms of SEBI circular dated April 29, 2011. The Registrar
to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case
of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per
the Depository records or treat such ASBA Application as rejected.

In case of non-ASBA Applications and Direct Online Applications, the Basis of Allotment will be based on the
validation by the Registrar to the Issue of the electronic details with the Depository records, and the complete
reconciliation of the final certificates received from the Escrow Collection Bank(s) with the electronic details in
terms of SEBI circular dated April 22, 2010 and SEBI circular dated April 29, 2011. The Registrar to the Issue will
undertake technical rejections based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers, the Registrar to the Issue, reserves the right to proceed as per the
Depository records or treat such Applications as rejected.

Based on the information provided by the Depositories, our Company will have the right to accept Applications
belonging to an account for the benefit of a minor (under guardianship). In case of Applications for a higher number
of Bonds than specified for that category of Applicant, only the maximum amount permissible for such category of
Applicant will be considered for Allotment.

Applicants are advised not to submit Application Forms to Escrow Collection Banks (unless such Escrow
Collection Bank is also an SCSB) and the same will be rejected in such cases and the Applicants will not be
entitled to any compensation whatsoever.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company will issue a statutory advertisement on or before
the Issue Opening Date. This advertisement will contain the information as prescribed under the SEBI Debt
Regulations. Material updates, if any, between the date of filing of the respective Tranche Prospectus with the RoC
and the date of release of this statutory advertisement will be included in the statutory advertisement.

Instructions for completing the Application Form

(a) Applications must be made in the prescribed Application Form.

(b) Application Forms are to be completed in full, in BLOCK LETTERS in ENGLISH and in accordance
with the instructions contained in the respective Tranche Prospectus(es) and the Application For m.
Incomplete Application Forms are liable to be rejected. Applicants should note that the Members of
the Syndicate, or the Trading Members, as appropriate, will not be liable for errors in data entry due
to incomplete or illegible Application Forms.

(c) Applications are required to be for a minimum of such Bonds and in multiples of such Bonds thereafter
as specified in the respective Tranche Prospectus(es).

(d) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal.

(e) Applications should be in single or joint names and not exceeding three names, and in the same order
as their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in
dematerialized form) and Applications should be made by Karta in case the Applicant is an HUF.
Please ensure that such Applications contain the PAN of the HUF and not of the Karta. Applications

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can be in single or joint names (not exceeding three names).

(f) If the Application is submitted in joint names, the Application Form should contain only the name of
the first Applicant whose name should also appear as the first holder of the depository account held
in joint names. If the DP account is held in joint names, the Application Form should contain the name
and PAN of the person whose name appears first in the depository account and signature of only this
person would be required in the Application Form. This Applicant would be deemed to have signed
on behalf of joint holders and would be required to give confirmation to this effect in the Application
Form.

(g) Applicants applying for Allotment in dematerialised form must provide details of valid and active DP
ID, Client ID and PAN clearly and without error. On the basis of such Applicant’s active DP ID,
Client ID and PAN provided in the Application Form, and as entered into the electronic Application
system of BSE by SCSBs, the Members of the Syndicate at the Syndicate ASBA Application Locations
and the Trading Members, as the case may be, the Registrar will obtain from the Depository the
Demographic Details. Invalid accounts, suspended accounts or where such account i s classified as
invalid or suspended may not be considered for Allotment of the Bonds.

(h) ASBA Applicants utilising physical Application Forms must ensure that the Application Forms are
completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions
contained in the respective Tranche Prospectus(es) and in the Application Form.

(i) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be
signed by the ASBA Account holder also, in accordance with the instructions provided in the
Application Form.

(j) All Applicants are required to tick the relevant column in the “Category of Investor” box in the
Application Form.

(k) Applications for all the Series of the Bonds may be made in a single Application Form only.

(l) All Applicants are required to tick the relevant box of the “Mode of Application” in the Application
Form, choosing either the ASBA or Non-ASBA mechanism.

(m) It shall be mandatory for the Applicants to the Issue to furnish their Permanent Account Number and
any Application Form, without the PAN is liable to be rejected, irrespective of the amount of
transaction.

We shall allocate and Allot Bonds of Tranche [●] Series [●] maturity to all valid Applications, wherein the
Applicants have not indicated their choice of the relevant Series applied for.

Applicants’ PAN, Depository Account and Bank Account Details

ALL APPLICANTS APPLYING FOR ALLOTMENT OF THE BONDS IN DEMATERIALISED


FORM SHOULD MENTION THEIR DP ID, CLIENT ID AND PAN IN THE APPLICATION FORM.
APPLICANTS MUST ENSURE THAT THE DP ID, CLIENT ID AND PAN GIVEN IN THE
APPLICATION FORMS ARE EXACTLY THE SAME AS THE DP ID, CLIENT ID AND PAN
AVAILABLE IN THE DEPOSITORY DATABASE. IF THE BENEFICIARY ACCOUNT IS HELD IN
JOINT NAMES, THE APPLICATION FORM SHOULD CONTAIN THE NAME AND PAN OF
BOTH THE HOLDERS OF THE BENEFICIARY ACCOUNT AND SIGNATURES OF BOTH
HOLDERS WOULD BE REQUIRED IN THE APPLICATION FORM.

On the basis of the DP ID, Client ID and PAN provided by them in the Application Form, the Registrar
will obtain from the Depository the Demographic Details of the Applicants including PAN and MICR
code. These Demographic Details would be used for giving Allotment Advice and refunds (for non-ASBA
Applicants), if any, to the Applicants. Hence, Applicants are advised to immediately update their
Demographic Details (including bank account details) as appearing on the records of the Depository
Participant and ensure that they are true and correct. Please note that failure to do so could result in
delays in despatch/ credit of refunds to Applicants, delivery of Allotment Advice or unblocking of ASBA
Accounts at the Applicants’ sole risk, and neither the Members of the Syndicate nor the Trading

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Members, nor the Registrar, nor the Escrow Collection Banks, nor the SCSBs, nor our Company shall
have any responsibility and undertake any liability for the same.

Applicants applying for Allotment of the Bonds in dematerialized form may note that in case the DP ID,
Client ID and PAN mentioned in the Application Form, as the case may be and entered into the electronic
Application system of the BSE by the Members of the Syndicate, the Trading Members or the SCSBs, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database or
in case PAN is not available in the Depository database, the Application Form is liable to be rejected and
our Company, and the Members of the Syndicate shall not be liable for losses, if any.

These Demographic Details would be used for all correspondence with the Applicants including mailing of the
Allotment Advice and printing of bank particulars on the refund orders or for refunds through electronic transfer
of funds, as applicable. The Demographic Details given by Applicants in the Application Form would not be used
for any other purpose by the Registrar except in relation to the Issue.

By signing the Application Form, Applicants applying for the Bonds in dematerialised form would be deemed to
have authorised the Depositories to provide, upon request, to the Registrar, the required Demographic Details as
available on its records.

Refund orders/ Allotment Advice would be mailed at the address of the Applicants as per the Demographic Details
received from the Depositories. Applicants may note that delivery of refund orders/ Allotment Advice may get
delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an
event, the address and other details given by the Applicant (other than ASBA Applicants) in the Application Form
would be used only to ensure dispatch of refund orders. Further, please note that any such delay shall be at such
Applicants’ sole risk and neither our Company, Escrow Collection Banks, Registrar nor the Lead Managers shall
be liable to compensate the Applicant for any losses caused to the Applicants due to any such delay or liable to
pay any interest for such delay. In case of refunds through electronic modes as detailed in this Draft Shelf
Prospectus, refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect.

In case of Applications made under powers of attorney, our Company in its absolute discretion, reserves the right
to permit the holder of a power of attorney to request the Registrar that for the purpose of printing particulars on
the refund order and mailing of the refund orders/Allotment Advice, the Demographic Details obtained from the
Depository of the Applicant shall be used.

In case no corresponding record is available with the Depositories, which matches the three parameters, namely,
DP ID, Client ID and PAN, then such Applications are liable to be rejected.

Electronic registration of Applications

(a) The Members of the Syndicate, SCSBs and Trading Members will register the Applications using the
on-line facilities of the BSE. The Lead Managers, our Company, and the Registrar are not responsible
for any acts, mistakes or errors or omission and commissions in relation to (i) the Applications
accepted by the SCSBs and Trading Members, (ii) the Applications uploaded by the SCSBs and the
Trading Members, (iii) the Applications accepted but not uploaded by the SCSBs or the Trading
Members, (iv) with respect to ASBA Applications accepted and uploaded by the SCSBs without
blocking funds in the ASBA Accounts or (iv) with respect to ASBA Applications accepted and
uploaded by Members of the Syndicate at the Syndicate ASBA Application Locations for which the
Application Amounts are not blocked by the SCSBs.

(b) The BSE will offer an electronic facility for registering Applications for the Issue. This facility will
be available on the terminals of the Members of the Syndicate, Trading Members and their authorised
agents and the SCSBs during the Issue Period. On the Issue Closing Date, the Members of the
Syndicate, Trading Members and the Designated Branches shall upload Applications till such time as
may be permitted by the BSE. This information will be available with the Members of the Syndicate
and Trading Members on a regular basis. Applicants are cautioned that a high inflow of Applications
on the last day of the Issue Period may lead to some Applications received on the last day not being
uploaded and such Applications will not be considered for Allotment.

(c) Based on the aggregate demand for Applications registered on the electronic facilities of the BSE, a
graphical representation of consolidated demand for the Bonds, as available on the website of the

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BSE, would be made available at the Application centres as provided in the Application Form during
the Issue Period.

(d) At the time of registering each Application, SCSBs, the Members of the Syndicate and Trading
Members, as the case may be, shall enter the details of the Applicant, such as the Application Form
number, PAN, Applicant category, DP ID, Client ID, number and Series(s) of Bonds applied,
Application Amounts, details of payment instruments (for non – ASBA Applications) and any other
details that may be prescribed by the online uploading platform of the BSE.

(e) A system generated TRS will be given to the Applicant as a proof of the registration of his Application.
It is the Applicant’s responsibility to obtain the TRS from the SCSBs, Members of the Syndicate or
the Trading Members, as the case may be. The registration of the Applications by the SCSBs, Members
of the Syndicate or Trading Members does not guarantee that the Bonds shall be allocated/ Allotted by
our Company. Such TRS will be non-negotiable and by itself will not create any obligation of any
kind.

(f) The permission given by the BSE to use their network and software of the online system should not in
any way be deemed or construed to mean that the compliance with various statutory and other
requirements by our Company, and/or the Lead Managers are cleared or approved by the BSE; nor does
it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance
with the statutory and other requirements nor does it take any responsibility for the financial or other
soundness of our Company, the management or any scheme or project of our Company; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Shelf Prospectus; nor does it warrant that the Bonds will be listed or will continue to be listed on
the BSE.

(g) In case of apparent data entry error by either the Members of the Syndicate or the Trading Members,
in entering the Application Form number in their respective schedules, other things remaining
unchanged, the Application Form may be considered as valid and such exceptions may be recorded
in minutes of the meeting submitted to the BSE.

(h) Only Applications that are uploaded on the online system of the BSE shall be considered for
Allotment.

General Instructions

Do’s

 Check if you are eligible to apply;

 Read all the instructions carefully and complete the Application Form;

 If the Allotment of the Bonds is sought in dematerialized form, ensure that the details about Depository
Participant and beneficiary account are correct and the beneficiary account is active;

 Applications are required to be in single or joint names (not more than three);

 In case of an HUF applying through its Karta, the Applicant is required to specify the name of an
Applicant in the Application Form as ‘XYZ Hindu Undivided Family applying through PQR’, where
PQR is the name of the Karta. However, the PAN number of the HUF should be mentioned in the
Application Form and not that of the Karta;

 Ensure that Applications are submitted to the Members of the Syndicate, Trading Members or the
Designated Branches of the SCSBs, as the case may be, before the closure of application hours on the
Issue Closing Date;

 Ensure that the Application Forms (for non-ASBA Applicants) are submitted at the collection centres
provided in the Application Forms, bearing the stamp of a Member of the Syndicate or a Trading
Members of the BSE, as the case may be;

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 Ensure that the Applicant’s names (for Applications for the Bonds in dematerialised form) given in the
Application Form is exactly the same as the names in which the beneficiary account is held with the
Depository Participant. In case the Application Form is submitted in joint names, ensure that the
beneficiary account is also held in same joint names and such names are in the same sequence in which
they appear in the Application Form;

 Ensure that the first named applicant whose name appears in the Application Form has signed the
Application Form;

 Ensure that you have funds equal to or more than the Application Amount in your ASBA Account
before submitting the Application Form for ASBA Applications;

 Ensure that you mention your PAN in the Application Form. In case of joint applicants, the PAN of all
the Applicants should be provided, and for HUFs, PAN of the HUF should be provided. Any Application
Form without the PAN is liable to be rejected. In case of Applications for Allotment in physical form,
Applicants should submit a self-certified copy of their PAN card as part of the KYC documents.
Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be
rejected on this ground;

 Ensure that the Demographic Details (for Applications for the Bonds in dematerialised form) as
provided in the Application Form are updated, true and correct in all respects;

 Ensure that you request for and receive a TRS for all your Applications and an acknowledgement as a
proof of having been accepted;

 Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory
authorities to apply for, subscribe to and/or seek Allotment of the Bonds;

 Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of
India is attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal;

 Applicants (other than ASBA Applicants) are requested to write their names and Application
number on the reverse of the instruments by which the payments are made;

 All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form;
and

 Tick the Series of Bonds in the Application Form that you wish to apply for.

Don’ts

 Do not apply for lower than the minimum Application size;

 Do not pay the Application amount in cash, by money order, postal order, stock invest;

 Do not send the Application Forms by post; instead submit the same to the Members of the Syndicate and
Trading Members or the SCSBs (as the case may be) only;

 Do not submit the Application Forms without the full Application Amount;

 Do not submit Application Forms to the Escrow Collection Banks (unless such Escrow Collection
Bank is also an SCSB);

 Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this
ground;

271
 Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar;

 Do not fill up the Application Form such that the Bonds applied for exceeds the Issue Size and/or
investment limit or maximum number of Bonds that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations;

 Do not submit Applications on plain paper or on incomplete or illegible Application Forms;

 Do not submit an Application in case you are not eligible to acquire the Bonds under applicable law
or your relevant constitutional documents or otherwise;

 Do not submit the Application Forms without the Application Amount; and

 Do not apply if you are not competent to contract under the Indian Contract Act, 1872.

Additional instructions specific for ASBA Applicants

Do’s

 Before submitting the physical Application Form with the Member of the Syndicate at the Syndicate
ASBA Application Locations ensure that the SCSB, whose name has been filled in the Application
Form, has named a branch in that centre;

 For ASBA Applicants applying through Syndicate ASBA, ensure that your Application Form is
submitted to the Members of the Syndicate at the Syndicate ASBA Application Locations and not to the
Escrow Collection Banks (assuming that such bank is not a SCSB), to our Company, the Registrar or
Trading Members;

 For ASBA Applicants applying through the SCSBs, ensure that your Application Form is submitted at a
Designated Branch of the SCSB where the ASBA Account is maintained, and not to the Escrow
Collection Banks (assuming that such bank is not a SCSB), to our Company, the Registrar or the Members
of the Syndicate or Trading Members.

 Ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant
is not the account holder;

 Ensure that you have mentioned the correct ASBA Account number in the Application Form;

 Ensure that you have funds equal to the Application Amount in the ASBA Account before submitting
the Application Form to the respective Designated Branch, or to the Members of the Syndicate at the
Syndicate ASBA Application Locations, or to the Trading Members, as the case may be;

 Ensure that you have correctly ticked, provided or checked the authorisation box in the Application
Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for the
Designated Branch to block funds in the ASBA Account equivalent to the Application Amount
mentioned in the Application Form; and

 Ensure that you receive an acknowledgement from the Designated Branch or the concerned member
of the Syndicate, or the Trading Member, as the case may be, for the submission of the Application
Form.

Don’ts

 Do not make payment of the Application Amounts in any mode other than through blocking of the
Application Amounts in the ASBA Accounts shall not be accepted under the ASBA process;

 Do not submit the Application Form with a Member of the Syndicate at a location other than the Syndicate

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ASBA Application Locations;

 Do not send your physical Application Form by post. Instead submit the same with a Designated Branch
or a member of the Syndicate at the Syndicate ASBA Application Locations, or a Trading Member, as the
case may be; and

 Do not submit more than five Application Forms per ASBA Account.

Applications shall be accepted only between 10a.m. and 5p.m. (Indian Standard Time), or such extended time as
may be permitted by the BSE during the Issue Period on all days between Monday and Friday, both inclusive
barring public holidays, at the Collection Centres or with the Members of the Syndicate or Trading Members at
the Syndicate ASBA Application Locations and the Designated Branches of SCSBs as mentioned on the
Application Form. On the Issue Closing Date, Applications shall be accepted only between 10a.m. and 3p.m. and
shall be uploaded until 5p.m. or such extended time as may be permitted by the BSE. It is clarified that the
Applications not uploaded in the electronic application system of the BSE would be rejected.

Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised
to submit their Applications one day prior to the Issue Closing Date and, in any case, no later than 3p.m. on the
Issue Closing Date. All times mentioned in this Prospectus are Indian Standard Times. Applicants are cautioned
that in the event a large number of Applications are received on the Issue Closing Date, some Applications may
not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be considered
for allocation under the Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday
(excluding any public holiday). Neither our Company, nor the Lead Managers, Consortium Members or Trading
Members are liable for any failure in uploading the Applications due to failure in any software/hardware system
or otherwise.

Additional instructions specific for Applicants seeking Allotment of the Bonds in physical form

Any Applicant who wishes to subscribe to the Bonds in physical form shall undertake the following steps:

 Please complete the Application Form in all respects, by providing all the information including
PAN and Demographic Details. However, do not provide the Depository Participant details in the
Application Form. The requirement for providing Depository Participant details shall be mandatory only
for the Applicants who wish to subscribe to the Bonds in dematerialised form.

 Please provide the following documents along with the Application Form:

(a) Self-attested copy of the PAN card (in case of a minor, the guardian shall also submit the self-
attested copy of his/her PAN card);
(b) Self-attested copy of your proof of residence. Any of the following documents shall be considered
as a verifiable proof of residence:

 ration card issued by the GoI; or


 valid driving license issued by any transport authority of the Republic of India; or
 electricity bill (not older than three months); or
 landline telephone bill (not older than three months); or
 valid passport issued by the GoI; or
 voter’s identity card issued by the GoI; or
 passbook or latest bank statement issued by a bank operating in India; or
 registered leave and license agreement or agreement for sale or rent agreement or flat
maintenance bill; or
 AADHAR letter; or
 life insurance policy.

 Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to
payment of refunds, interest and redemption, as applicable, should be credited.

In absence of the cancelled cheque, our Company may reject the Application or it may consider the
bank details as given on the Application Form at its sole discretion. In such case the Company, Lead

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Managers and Registrar shall not be liable for any delays/ errors in payment of refund and/ or interest.

The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit
of the payments due to inaccurate details shall be at the sole risk of the Applicants and neither the Lead
Managers nor our Company shall have any responsibility and undertake any liability for the same. Applications
for Allotment of the Bonds in physical form, which are not accompanied with the aforestated documents,
may be rejected at the sole discretion of our Company.

In relation to the issuance of the Bonds in physical form, please note the following:

1. An Applicant has the option to seek Allotment of Bonds in either dematerialised or physical mode. No
partial Application for the Bonds shall be permitted and is liable to be rejected.

2. In case of Bonds that are being issued in physical form, our Company will issue one certificate to the
holders of the Bonds for the aggregate amount of the Bonds for each of the Series of Bonds that are
applied for (each such certificate a “Consolidated Bond Certificate”).

3. Any Applicant who provides the Depository Participant details in the Application Form shall be
Allotted Bonds in dematerialised form only. Such Applicant shall not be Allotted Bonds in physical
form.

4. Our Company shall dispatch the Consolidated Bond Certificate to the address of the Applicant provided
in the Application Form.

All terms and conditions disclosed in relation to the Bonds held in physical form pursuant to rematerialisation shall
be applicable mutatis mutandis to the Bonds issued in physical form.

Consolidated list of documents required for various categories

For the sake of simplicity we hereby provide the details of documents required to be submitted by various
categories of Applicants (who have applied for Allotment of the Bonds in dematerialised form) while submitting
the Application Form:

Type of Investors Documents to be submitted with application form (in


addition to the documents required for applications
for Allotment of Bonds in physical form)
Public financial institutions, commercial banks, cooperative The Application must be accompanied by certified true
banks and regional rural banks authorized to invest in the copies of:
Bonds, companies within the meaning of section 2(20) of the
Companies Act, 2013 and bodies corporate registered under  Any Act/ Rules under which they are
the applicable laws in India and authorized to invest in the incorporated
Bonds; Limited Liability Partnerships; multilateral and  Board Resolution authorizing investments
bilateral development financial institutions, Alternative  Specimen signature of authorized person
Investment Funds and state industrial development
corporations
Insurance companies registered with the IRDA The Application must be accompanied by certified copies
of

 Any Act/Rules under which they are


incorporated
 Registration documents (i.e. IRDA registration)
 Resolution authorizing investment and
containing operating instructions (Resolution)
 Specimen signature of authorized person
Provident Funds, Pension Funds and National Investment The Application must be accompanied by certified true
Fund copies of:

 Any Act/Rules under which they are


incorporated
 Board Resolution authorizing investments
 Specimen signature of authorized person
Mutual Funds The Application must be also accompanied by certified
true copies of:

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Type of Investors Documents to be submitted with application form (in
addition to the documents required for applications
for Allotment of Bonds in physical form)

 SEBI registration Certificate and trust deed


(SEBI Registration)
 Resolution authorizing investment and
containing operating instructions (Resolution)
 Specimen signature of authorized person
Applicants through a power of attorney under Category I The Application must be also accompanied by certified
true copies of:

 A certified copy of the power of attorney or the


relevant resolution or authority, as the case may
be
 A certified copy of the memorandum of
association and articles of association and/or
bye laws and/or charter documents, as
applicable, must be lodged along with the
Application Form.
 Specimen signature of power of attorney
holder/authorized signatory as per the relevant
resolution.
Resident Indian individuals under Categories II and III N.A.
HUF through the Karta under Categories II and III The Application must be also accompanied by certified
true copies of:

 Self-attested copy of PAN card of HUF.


 Bank details of HUF i.e. copy of passbook/bank
statement/cancelled cheque indicating HUF
status of the applicant.
 Self-attested copy of proof of Address of karta,
identity proof of karta.
Power of Attorney under Category II and Category III The Application must be also accompanied by certified
true copies of:

 A certified copy of the power of attorney has to


be lodge with the Application Form
RFPIs The Application must be also accompanied by certified
true copies of:

 SEBI registration certificates.


 An inward remittance certificate.
 A resolution authorising investment in the
Bonds.
 Specimen signatures of authorised persons
Eligible NRIs The Application must be also accompanied by certified
true copies of:

 A certificate from the issuing bank confirming


that the demand draft has been drawn on an
NRE/NRO/FCNR/NRSR account.
 A PIO Card (if the Eligible NRI is a PIO).
Trusts The Application must be also accompanied by certified
true copies of:

 The registered instrument for creation of such


trust.
 A power of attorney, if any, in favour of one or
more trustees thereof.
 Such other documents evidencing registration
thereof under applicable statutory/regulatory
requirements

Submission of Application Forms

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For details in relation to the manner of submission of Application Forms, see the section titled “Issue Procedure
– Methods of Application” on page 255.

OTHER INSTRUCTIONS

Joint Applications

Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all
payments will be made out in favour of the first Applicant. All communications will be addressed to the first
named Applicant whose name appears in the Application Form and at the address mentioned therein.

Additional/ Multiple Applications

An Applicant is allowed to make one or more Applications for the Bonds for the same or different Series of Bonds,
subject to a minimum Application size of ` [●] and in multiples of ` [●] thereafter, for each Application. Any
Application for an amount below the aforesaid minimum Application size will be deemed as an invalid
Application and shall be rejected. However, multiple Applications by the same Applicant belonging to Category
IV aggregating to a value exceeding ` 10,00,000 shall be grouped in Category III, for the purpose of determining
the basis of allotment to such Applicant. However, any Application made by any person in his individual capacity
and an Application made by such person in his capacity as a Karta of an HUF and/or as joint Applicant (second
or third applicant), shall not be deemed to be a multiple Application.

Depository Arrangements

We have made depository arrangements with NSDL and CDSL for issue and holding of the Bonds in
dematerialised form. In this context:

(i) Tripartite Agreements dated September 20, 2011, between us, the Registrar and CDSL and NSDL,
respectively have been executed, for offering depository option to the Applicants.

(ii) It may be noted that Bonds in electronic form can be traded only on stock exchanges having electronic
connectivity with NSDL or CDSL. The BSE has connectivity with NSDL and CDSL.

(iii) Interest or other benefits with respect to the Bonds held in dematerialised form would be paid to those
Bondholders whose names appear on the list of beneficial owners given by the Depositories to us as on
Record Date. In case of those Bonds for which the beneficial owner is not identified by the Depository
as on the Record Date/ book closure date, we would keep in abeyance the payment of interest or other
benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us,
whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30
days.

(iv) The trading of the Bonds shall be in dematerialized form only.

For further information relating to Applications for Allotment of the Bonds in dematerialised form, see the sections
titled “Issue Procedure – Methods of Application” and “Issue Procedure – General Instructions” on pages 255
and 270, respectively.

Communications

All future communications in connection with Applications made in the Issue should be addressed to the Registrar
quoting all relevant details as regards the Applicant and its Application.

Applicants can contact our Compliance Officer as well as the contact persons of our Company/ Lead Managers or
the Registrar in case of any Pre-Issue related problems. In case of Post-Issue related problems such as non-receipt
of Allotment Advice/ credit of Bonds in depository’s beneficiary account/ refund orders, etc., applicants may
contact our Compliance Officer as well as the contact persons of our Company/Lead Managers or Registrar. Please
note that Applicants who have applied for the Bonds through Trading Members should contact the BSE in case of
any Post-Issue related problems, such as non-receipt of Allotment Advice / credit of Bonds in depository’s
beneficiary account/ refund orders, etc.

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Rejection of Applications

The Board of Directors and/or any committee of our Company and/or the Chairman and Managing Director reserves
its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case
without assigning any reason thereof.

Application may be rejected on one or more technical grounds, including but not restricted to:

 Number of Bonds applied for being less than the minimum Application size;
 Applications not being signed by the sole/ joint Applicants;
 Applications submitted without payment of the Application Amount;
 In case of partnership firms, the application forms submitted in the name of individual partners and/or
accompanied by the individual’s PAN rather than the PAN of the partnership firm;
 Applications submitted without payment of the full Application Amount. However, our Company may
allot Bonds upto the full value of the Application Amount paid, in the event that such Application
Amounts exceed the minimum Application Size as specified in the relevant Tranche Prospectus;
 In case of Applicants applying for Allotment in physical form, date of birth of the sole/ first Applicant not
mentioned in the Application Form;
 Investor Category in the Application Form not being ticked;
 In case of Applications for Allotment in physical form, bank account details not provided in the
Application Form;
 Signature of the Applicant missing;
 Applications by persons not competent to contract under the Indian Contract Act, 1872 including a minor
(without the name of a guardian) and insane persons;
 Applications by stock invest or accompanied by cash/money order/postal order;
 Applications made without mentioning the PAN of the Applicant;
 GIR number mentioned in the Application Form instead of PAN;
 Applications for amounts greater than the maximum permissible amounts prescribed by applicable
regulations;
 Applications by persons/entities who have been debarred from accessing the capital markets by SEBI;
 Applications submitted directly to the Escrow Collection Banks (if such Escrow Collection Bank is not
an SCSB);
 ASBA Applications submitted to the Members of Syndicate or a Trading Members at locations other than
the Syndicate ASBA Application Locations or at a Designated Branch of a SCSB where the ASBA
Account is not maintained, and ASBA Applications submitted directly to an Escrow Collecting Bank
(assuming that such bank is not a SCSB), to our Company or the Registrar to the Issue;
 For Applications for Allotment in dematerialised form, DP ID, Client ID and PAN mentioned in the
Application Form do not match with the Depository Participant ID, Client ID and PAN available in the
records with the depositories;
 In case of Applicants applying for the Bonds in physical form, if the address of the Applicant is not
provided in the Application Form;
 Copy of KYC documents not provided in case of option to hold Bonds in physical form;
 Application Forms from ASBA Applicants not being signed by the ASBA Account holder, if the account
holder is different from the Applicant;
 Applications for an amount below the minimum Application size;
 ASBA Applications not having details of the ASBA Account to be blocked;
 Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as
per final certificates from Escrow Collection Banks;
 Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI
or any other regulatory authority;
 Applications by Applicants seeking Allotment in dematerialised form whose demat accounts have been
'suspended for credit' pursuant to the circular issued by SEBI on July 29, 2010 bearing number
CIR/MRD/DP/22/2010;
 Non- ASBA Applications accompanied by more than one payment instrument;
 Applications not uploaded on the terminals of the BSE;

277
 Applications for Allotment of Bonds in dematerialised form providing an inoperative demat account
number;
 In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant
documents are not submitted along with the Application Form;
 With respect to ASBA Applications, the ASBA Account not having credit balance to meet the Application
Amounts or no confirmation is received from the SCSB for blocking of funds;
 Applications by foreign nationals who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or,
(iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;
 In case of Eligible NRIs applying on non repatriation basis if: (i) in case of application for allotment in
physical form, the account number mentioned in the application form where the sale proceeds/ maturity
proceeds/ interest on Bonds is to be credited is a repatriable account; or (ii) in case of application for
allotment in demat form, the status of the demat account mentioned is repatriable;
 Bank certificate not provided along with demand draft for Eligible NRI Applicants;
 PIO Applications without the PIO Card;
 SCSBs making an ASBA Application (a) through an ASBA Account maintained with its own self or (b)
through an ASBA account maintained through a different SCSB not in its own name, or (c) through an
ASBA Account maintained through a different SCSB in its own name, which ASBA Account is not
utilised for the purpose of applying in public issues;
 Where PAN details in the Application Form and as entered into the bidding platform of the BSE, are not
as per the records of the Depositories; and
 In case of Applicants applying for the Bonds in physical form, if the address of the Applicant is not
provided in the Application Form.

For further instructions regarding Application for the Bonds, Applicants are requested to read the Application Form.

Allotment Advice/ Refund Orders

In case of Applications other than those made through the ASBA process, the unutilised portion of the Application
Amounts will be refunded to the Applicant within 12 (twelve) Working Days of the Issue Closure Date through
any of the following modes:

i. Direct Credit – Applicants having bank accounts with the Bankers to the Issue shall be eligible to receive
refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne
by us.

ii. NECS – Payment of refund would be done through NECS for Applicants having an account at any of the
68 centres where such facility has been made available. This mode of payment of refunds would be subject
to availability of complete bank account details including the MICR code as available from the
Depositories. The payment of refunds through this mode will be done for Applicants having a bank
account at any centre where NECS facility has been made available (subject to availability of all
information for crediting the refund through NECS).

iii. NEFT – Payment of refund shall be undertaken through NEFT wherever the Applicant’s bank has been
assigned the Indian Financial System Code (“IFSC”), which can be linked to a MICR, allotted to that
particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately
prior to the date of payment of refund, duly mapped with MICR numbers. In case of online payment or
wherever the Investors have registered their nine digit MICR number and their bank account number with
the depository participant while opening and operating the demat account, the MICR number and their
bank account number will be duly mapped with the IFSC Code of that particular bank branch and the
payment of refund will be made to the Investors through this method.

iv. RTGS – If the refund amount exceeds ` 2,00,000, Applicants have the option to receive refund through
RTGS. Charges, if any, levied by the refund bank(s) for the same would be borne by us. Charges, if any,
levied by the Applicant’s bank receiving the credit would be borne by the Applicant.

v. For all other Applicants (not being ASBA Applicants), refund orders will be despatched through speed
post/ registered post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour
of the sole/ first Applicants and payable at par at places where Application are received. Bank charges, if
any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the

278
Applicants.

vi. Credit of refunds to Applicants in any other electronic manner permissible under the banking laws, which
are in force and are permitted by SEBI from time to time.

In the case of Applicants other than ASBA Applicants, applying for the Bonds in dematerialised form, the Registrar
will obtain from the Depositories the Applicant’s bank account details, including the MICR code, on the basis of
the DP ID, Client ID and PAN provided by the Applicants in their Application Forms. Accordingly, Applicants are
advised to immediately update their details as appearing on the records of their Depository Participants. Failure to
do so may result in delays in dispatch of refund orders or refunds through electronic transfer of funds, as applicable,
and any such delay will be at the Applicant’s sole risk and neither our Company, the Registrar, the Escrow
Collection Banks, or the Members of the Syndicate, will be liable to compensate the Applicants for any losses
caused to them due to any such delay, or liable to pay any interest for such delay.

In case of ASBA Applicants, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant
ASBA Account to the extent of the Application Amount specified in the Application Forms for withdrawn,
rejected or unsuccessful or partially successful ASBA Applications within 12 (twelve) Working Days of the Issue
Closing Date.

Our Company and the Registrar shall credit the allotted Bonds to the respective beneficiary accounts/ dispatch the
Letters of Allotment or letters of regret/ Refund Orders by registered post/speed post/ordinary post at the
Applicant’s sole risk, within 12 Working Days from the Issue Closure Date. We may enter into an arrangement
with one or more banks in one or more cities for refund to the account of the applicants through Direct
Credit/RTGS/NEFT.

Further,

a) Allotment of Bonds in the Issue shall be made within a time period of 12 Working Days from the Issue
Closure Date;

b) Credit to dematerialised accounts will be given within two Working Days from the Date of Allotment;

c) Interest at a rate of 15% per annum will be paid if the Allotment has not been made and/or the refund
orders have not been dispatched to the applicants within 12 Working Days from the Issue Closure Date,
for the delay beyond 12 Working Days; and

d) Our Company will provide adequate funds to the Registrar for this purpose.

Retention of oversubscription

Our Company is making a public issue of the Bonds aggregating upto ` [●] crore* with an option to retain
oversubscription of Bonds up to ` [●] crore.

Grouping of Applications and allocation ratio

For the purposes of the Basis of Allotment:

A. Applications received from Category I Applicants: Applications received from Applicants belonging to
Category I shall be grouped together, (“QIB Portion”);

B. Applications received from Category II Applicants: Applications received from Applicants belonging to
Category II, shall be grouped together, (“Corporate Portion”);

C. Applications received from Category III Applicants: Applications received from Applicants belonging to
Category III shall be grouped together, (“High Net Worth Individual Portion”); and

D. Applications received from Category IV Applicants: Applications received from Applicants belonging to
Category IV shall be grouped together, (“Retail Individual Investor Portion”).

For removal of doubt, the terms “QIB Portion”, “Corporate Portion”, “High Net Worth Individual Portion” and

279
“Retail Individual Investor Portion” are individually referred to as a “Portion” and collectively referred to as
“Portions”.

For the purposes of determining the number of Bonds available for allocation to each of the abovementioned
Portions, our Company shall have the discretion of determining the number of Bonds to be allotted over and above
the Base Issue Size, in case our Company opts to retain any oversubscription in the Issue upto ` [●] crore. The
aggregate value of Bonds decided to be allotted over and above the Base Issue Size, (in case our Company opts to
retain any oversubscription in the Issue), and/or the aggregate value of Bonds upto the Base Issue Size shall be
collectively termed as the “Overall Issue Size”.

Allocation ratio

Reservations shall be made for each of the Portions in the below mentioned basis:

QIB Portion Corporate Portion High Net Worth Retail Individual


Individual Portion Investor Portion
[●]% of the Overall Issue [●]% of the Overall Issue [●]% of the Overall Issue 40% of the Overall Issue
Size. Size Size. Size out.

Basis of Allotment

As specified in the respective Tranche Prospectus(es).

Our Company would allot Tranche [●] Series [●] Bonds to all valid Applications, wherein the Applicants have not
indicated their choice of Series of Bonds.

Investor Withdrawals and Pre-closure

Withdrawal of Applications during the Issue Period

Withdrawal of Direct Online Applications

Direct Online Applications may be withdrawn in accordance with the procedure prescribed by the Stock
Exchange(s).

Withdrawal of ASBA Applications

ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request for the same
to the Member of the Syndicate, Trading Member or Designated Branch of an SCSB, as the case may be, through
whom the ASBA Application had been made. In case of ASBA Applications submitted to the Members of the
Syndicate or Trading Members at the Syndicate ASBA Application Locations, upon receipt of the request for
withdrawal from the ASBA Applicant, the relevant Member of the Syndicate or Trading Member, as the case may
be, shall undertake requisite actions, including deleting details of the withdrawn ASBA Application Form from
the electronic platform of the BSE. In case of ASBA Applications submitted directly to a Designated Branch of
an SCSB, upon receipt of the request for withdrawal from an ASBA Applicant, the relevant Designated Branch
shall undertake requisite actions, including deleting details of the withdrawn ASBA Application Form from the
electronic platform of the BSE and un-blocking of the funds in the ASBA Account directly.

Withdrawal of non – ASBA Applications

Non-ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request for the
same to the Member of the Syndicate or Trading Member, as the case may be, through whom the Application had
been made. Upon receipt of the request for withdrawal from the Applicant, the relevant Member of the Syndicate
or Trading Member, as the case may be, shall undertake requisite actions, including deleting details of the
withdrawn Application Form from the electronic platform of the BSE.

Withdrawal of Applications after the Issue Period

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In case an Applicant wishes to withdraw an Application after the Issue Closing Date, the same can be done by
submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the Basis of Allotment.

Pre-closure: Our Company, in consultation with the Lead Managers reserves the right to close the Issue at any time
prior to the Issue Closing Date (subject to full subscription of the Retail Individual Investor Portion prior to such
early closure). Our Company shall allot Bonds with respect to the Applications received till the time of such pre-
closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory
and/or regulatory requirements.

Revision of Applications

Applicants may revise/modify their Application details during the Issue Period, as allowed/permitted by the Stock
Exchange(s), by submitting a written request to a Member of the Syndicate/Trading Member of the Stock
Exchange(s)/Designated Branch of an SCSB, as the case may be. However, for the purpose of Allotment, the date
of original upload of the Application will be considered in case of such revision/modification. Revision of
Applications is not permitted after the expiry of the time for acceptance of Application Forms on the Issue
Closing Date. In case of any revision of Application in connection with any of the fields which are not
allowed to be modified on the online Application platform of the Stock Exchange(s) as per the procedures
and requirements prescribed by each relevant Stock Exchange, Applicants should ensure that they first
withdraw their original Application and submit a fresh Application. In such a case the date of the new
Application will be considered for date priority for Allotment purposes.

Trading of Bonds on the floor of the Stock Exchange(s) will be in dematerialised form only in multiples of
one Bond

Allottees will have the option to re-materialise the Bonds Allotted in the Issue as per the Companies Act, 2013
and the Depositories Act.

Utilisation of Application Amounts

The sum received in respect of the Issue will be kept in separate bank accounts and we will have access to such
funds as per applicable provisions of law(s), regulations and approvals.

Utilisation of the proceeds of the Issue

Our Board of Directors certifies that:

(a) All monies received pursuant to the Issue of Bonds to public shall be transferred to a separate bank account
other than the bank account referred to in Section 40 of the Companies Act, 2013.

(b) The allotment letter shall be issued or application money shall be refunded within the time specified in
chapter titled “Issue Procedure” on page 252 of this Draft Shelf Prospectus, failing which interest shall
be due to be paid to the applicants at the rate of 15% for the delayed period;

(c) Details of all monies utilised out of Issue referred to in sub-item (a) shall be disclosed under an appropriate
separate head in our Balance Sheet indicating the purpose for which such monies had been utilised.

(d) Details of all unutilised monies out of issue of Bonds, if any, referred to in sub-item (a) shall be disclosed
under an appropriate separate head in our Balance Sheet indicating the form in which such unutilised
monies have been invested.

(e) We shall utilize the Issue proceeds only upon creation of security as stated in this Draft Shelf Prospectus,
receipt of the listing and trading approval from the BSE.

(f) The Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any immovable property.

All subscription monies received from RFPIs and Eligible NRIs Applicants across all Categories through the Issue
shall be kept in a separate account opened and maintained by the Company, the proceeds of which account shall
not be utilised for any lending purposes, except for on lending/ re-lending to infrastructure sector, in terms of the

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FEMA Borrowing Regulations.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name,

shall be liable for action under section 447.”

Listing

The Bonds will be listed on the BSE. Our Company has applied for an in-principle approval to the BSE for
permission to deal in and for an official quotation of our Bonds. The application for listing of the Bonds will be
made to the BSE at an appropriate stage.

If permissions to deal in and for an official quotation of our Bonds are not granted by the BSE, our Company will
forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Shelf
Prospectus. Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the BSE are taken within 12 Working Days from the Issue Closure Date.

For the avoidance of doubt, it is hereby clarified that in the event of non subscription to any one or more of the
Series of Bonds, such Bonds with Series of Bonds shall not be listed.

Undertaking by the Issuer

We undertake that:

a) the complaints received in respect of the Issue (except for complaints in relation to Applications submitted
to Trading Members) shall be attended to by us expeditiously and satisfactorily;

b) we shall take necessary steps for the purpose of getting the Bonds listed within the specified time;

c) the funds required for dispatch of refund orders/ allotment advice/ certificates by registered post shall be
made available to the Registrar by our Company;

d) necessary cooperation to the credit rating agencies shall be extended in providing true and adequate
information until the debt obligations in respect of the Bonds are outstanding;

e) we shall forward the details of utilisation of the funds raised through the Bonds duly certified by our
statutory auditors, to the Debenture Trustee at the end of each half year;

f) we shall disclose the complete name and address of the Debenture Trustee in our annual report;

g) we shall provide a compliance certificate to the Trustee (on an annual basis) in respect of compliance with
the terms and conditions of issue of Bonds as contained in the Shelf Prospectus and the respective
Tranche Prospectus(es); and

h) we shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be
required by our Company from time to time.

Interest in case of Delay

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The Company undertakes to pay interest in connection with any delay in Allotment, dematerialised credit and
refunds, beyond the time limits prescribed under applicable statutory and/or regulatory requirements, at such rates
as stipulated under applicable statutory and/or regulatory requirements.

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SECTION VII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY

The main provisions of the Articles of Association including in relation to voting rights, dividend, lien, forfeiture,
restrictions on transfer and transmission of equity shares or debentures and/or their consolidation/splitting are as
detailed below. Please note that each provision herein below is numbered as per the corresponding article number
in the Articles of Association and defined terms herein have the meaning given to them in the Articles of
Association.

SHARE CAPITAL AND VARIATION OF RIGHTS


Shares under control of Board
3. Subject to provisions of the Act and these Articles, the shares in the capital of our Company shall be under
the control of the Board who may issue, allot or otherwise dispose of the same or any of them to such persons,
in such proportion and on such terms and conditions and either at a premium or at par and at such time as it
may from time to time think fit.
Directors may allot shares otherwise than for cash
4. Subject to the provisions of the Act and these Articles, the Board may issue and allot shares in the capital of
our Company on payment or part payment for any property or assets of any kind whatsoever sold or
transferred, goods or machinery supplied or for services rendered to our Company in the conduct of its
business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise
than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares, as the case may
be.
Kinds of Share Capital
5. The Company may issue the following kinds of shares in accordance with these Articles, the Act, the Rules
and other applicable laws:

(a) Equity share capital:

(i) with voting rights; and / or

(ii) with differential rights as to dividend, voting or otherwise in accordance with the Rules; and

(b) Preference share capital.


Issue of certificate
6. (1) Every person whose name is entered as a member in the register of members shall be entitled to receive
Certificate within a period not exceeding two months after allotment or within a period not exceeding one
month from the date of receipt by our Company of the application for the registration of transfer or
transmission or within such other period as the conditions of issue shall provide.
Certificate to bear seal
(2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-
up thereon.
One certificate for shares held jointly
(3) In respect of any share or shares held jointly by several persons, our Company shall not be bound to issue
more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders.
Option to receive share certificate or hold shares with depository
7. Subject to the provisions of the Act and the Rules, a person subscribing to shares offered by our Company
shall have the option either to receive certificates for such shares or hold the shares in a dematerialized state
with a depository. Where a person opts to hold any share with the depository, our Company shall intimate
such depository the details of allotment of the share to enable the depository to enter in its records the name
of such person as the beneficial owner of that share.
Issue of new certificate in place of one defaced, lost or destroyed
8. If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may
be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction
of our Company and on execution of such indemnity as our Company deems adequate, a new certificate in
lieu thereof shall be given. Every certificate under this Article shall be issued without any fee.
Provisions as to issue of certificates to apply mutatis mutandis to debentures, etc.
9. The provisions of the foregoing Articles relating to issue of certificates shall mutatis mutandis apply to issue
of certificates for any other securities including debentures (except where the Act and/ or Rules otherwise
requires) of the Company.
Variation of members’ rights
11 (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act,
and whether or not our Company is being wound up, be varied with the consent in writing, of such number

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of the holders of the issued shares of that class, or with the sanction of a resolution passed at a separate meeting
of the holders of the shares of that class, as prescribed by the Act.
Issue of further shares not to affect rights of existing members
12. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied
by the creation or issue of further shares ranking pari passu therewith.
Power to issue or re-issue redeemable preference shares
13. Subject to the provisions of the Act, the Board shall have the power to issue or re-issue preference shares of
one or more classes which are liable to be redeemed, or converted to equity shares, on such terms and
conditions and in such manner as determined by the Board in accordance with the Act and Rules.
Further issue of share capital
14. (1) The Board or the Company, as the case may be, may, in accordance with the Act and the Rules, issue further
shares to -

(a) persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be deemed
to include a right exercisable by the person concerned to renounce the shares offered to him or any of them
in favour of any other person; or

(b) employees under any scheme of employees’ stock option;

or

(c) any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above.
(2) A further issue of shares may in any manner whatsoever as the Board may determine including by way of
preferential offer, subject to and in accordance with the Act and the Rules.
Lien
Company’s lien on shares
15. (1) The Company shall have a first and paramount lien –

(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or
payable at a fixed time, in respect of that share; and

(b) on all shares (not being fully paid shares) standing registered in the name of a member, for all monies
presently payable by him or his estate to the Company.

Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions
of this clause.
Lien to extend to dividends, etc.
(2) The Company’s lien, if any, on a share shall extend to all dividends, as the case may be, payable and bonuses
declared from time to time in respect of such shares for any money owing to the Company.
Waiver of lien in case of Registration
(3) Unless otherwise agreed by the Board, the registration of a transfer of shares shall operate as a waiver of our
Company’s lien.
As to enforcing lien by sale
16. The Company may sell, in such manner as the Board thinks fit, any shares on which our Company has a lien:

Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part
of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or to the person entitled thereto by reason of his death or insolvency or
otherwise.
Outsider’s lien not to affect Company’s lien
19. In exercising its lien, our Company shall be entitled to treat the registered holder of any share as the absolute
owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless
required by any statute) be bound to recognise any equitable or other claim to, or interest in, such share on
the part of any other person, whether a creditor of the registered holder or otherwise. The Company’s lien
shall prevail notwithstanding that it has received notice of any such claim.
Calls on shares
Board may make calls
21. (1) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions
of allotment thereof made payable at fixed times.
Notice of call

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(2) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place
of payment, pay to the Company, at the time or times and place so specified, the amount called on his shares.
Board may extend time for Payment
(3) The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in respect
of one or more members as the Board may deem appropriate in any circumstances.
Revocation or postponement of Call
(4) A call may be revoked or postponed at the discretion of the Board.
Call to take effect from date of Resolution
22. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call
was passed and may be required to be paid by instalments.
Liability of joint holders of Shares
23. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
When interest on call or instalment payable
24. (1) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof (the “due
date”), the person from whom the sum is due shall pay interest thereon from the due date to the time of actual
payment at such rate as may be fixed by the Board.
Board may waive interest
(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.
Payment in anticipation of calls may carry interest
26. The Board –

(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become
presently payable) pay interest at such rate as may be fixed by the Board. Nothing contained in this clause
shall confer on the member (a) any right to participate in profits or dividends or (b) any voting rights in respect
of the moneys so paid by him until the same would, but for such payment, become presently payable by him.
Instalments on shares to be duly paid
27. If by the conditions of allotment of any shares, the whole or part of the amount of issue price thereof shall be
payable by instalments, then every such instalment shall, when due, be paid to our Company by the person
who, for the time being and from time to time, is or shall be the registered holder of the share or the legal
representative of a deceased registered holder.
Calls on shares of same class to be on uniform basis
28. All calls shall be made on a uniform basis on all shares falling under the same class.

Explanation: Shares of the same nominal value on which different amounts have been paid-up shall not be
deemed to fall under the same class.
Partial payment not to preclude forfeiture
29. Neither a judgment nor a decree in favour of our Company for calls or other moneys due in respect of any
shares nor any part payment or satisfaction thereof nor the receipt by our Company of a portion of any money
which shall from time to time be due from any member in respect of any shares either by way of principal or
interest nor any indulgence granted by our Company in respect of payment of any such money shall preclude
the forfeiture of such shares as herein provided.
Provisions as to calls to apply mutatis mutandis to debentures, etc.
30. The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities including
debentures of the Company.
Transfer of shares
Instrument of transfer to be executed by transferor and transferee
31. (1) The instrument of transfer of any share in our Company shall be duly executed by or on behalf of both the
transferor and transferee.

The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in
the register of members in respect thereof.
Board may decline to recognise instrument of transfer
33. In case of shares held in physical form, the Board may decline to recognise any instrument of transfer unless-

(a) the instrument of transfer is duly executed and is in the form as prescribed in the Rules made under the
Act;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.


Provisions as to transfer of shares to apply mutatis mutandis to debentures, etc.

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35. The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other
securities including debentures of the Company.
Transmission of shares
Title to shares on death of a member
37. (1) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee
or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by our
Company as having any title to his interest in the shares.
Estate of deceased member Liable
(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any liability in respect of any
share which had been jointly held by him with other persons.
Transmission Clause
38. (1) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon
such evidence being produced as may from time to time properly be required by the Board and subject as
hereinafter provided,elect, either -

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or insolvent member could have made.
Board’s right unaffected
(2) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the share before his death or insolvency.
Indemnity to the Company
(3) The Company shall be fully indemnified by such person from all liability, if any, by actions taken by the
Board to give effect to such registration or transfer.
Right to election of holder of Share
39. (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver
or send to our Company a notice in writing signed by him stating that he so elects.
Limitations applicable to notice
(3) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
Forfeiture of shares
If call or instalment not paid notice must be given
42 If a member fails to pay any call, or instalment of a call or any money due in respect of any share, on the day
appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call
or instalment remains unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in
part, serve a notice on him requiring payment of so much of the call or instalment or other money as is unpaid,
together with any interest which may have accrued and all expenses that may have been incurred by our
Company by reason of non-payment.
Entry of forfeiture in register of Members
46. When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting member
and an entry of the forfeiture with the date thereof, shall forthwith be made in the register of members but no
forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry
as aforesaid.
Effect of forfeiture
47. The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims and
demands against the Company, in respect of the share and all other rights incidental to the share.
Certificate of forfeiture
50. (1) A duly verified declaration in writing that the declarant is a director, the manager or the secretary of the
Company, and that a share in our Company has been duly forfeited on a date stated in the declaration, shall
be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.
Title of purchaser and transferee of forfeited shares
(2) The Company may receive the consideration, if any, given for the share on any sale, re-allotment or disposal
thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed
of.
Transferee to be registered as holder
(3) The transferee shall thereupon be registered as the holder of the share; and
Transferee not affected
(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-
allotment or disposal of the share.
Validity of sales
51. Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the Board
may, if necessary, appoint some person to execute an instrument for transfer of the shares sold and cause the
purchaser’s name to be entered in the register of members in respect of the shares sold and after his name has

287
been entered in the register of members in respect of such shares the validity of the sale shall not be impeached
by any person.
Cancellation of share certificate in respect of forfeited shares
52. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate(s),
if any, originally issued in respect of the relative shares shall (unless the same shall on demand by our
Company has been previously surrendered to it by the defaulting member) stand cancelled and become null
and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the
said shares to the person(s) entitled thereto.
Sums deemed to be calls
54. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by
the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the
share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
Alteration of capital
Power to alter share capital
56. Subject to the provisions of the Act, our Company may, by ordinary resolution -

(a) increase the share capital by such sum to be divided into shares of such amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

Provided that any consolidation and division which results in changes in the voting percentage of members
shall require applicable approvals under the Act;

(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares
of any denomination;

(d) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;

(e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be
taken by any person.
Shares may be converted into stock
57. Where shares are converted into stock:

(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the
same Articles under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose;
Right of stockholders
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held
the shares from which the stock arose; but no such privilege or advantage (except participation in the
dividends and profits of our Company and in the assets on winding up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that privilege or advantage;

(c) such of these Articles of our Company as are applicable to paid-up shares shall apply to stock and the
words “share” and “shareholder”/”member” shall include “stock” and “stock-holder” respectively.
Reduction of capital
58. The Company may, by resolution as prescribed by the Act, reduce in any manner and in accordance with the
provisions of the Act and the Rules,

(a) its share capital; and/or

(b) any capital redemption reserve account; and/or

(c) any securities premium account; and/or

(d) any other reserve in the nature of share capital.


Capitalisation of profits
Capitalisation
60. The Company by resolution passed in general meeting may, upon the recommendation of the Board, resolve-

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(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of
our Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and

(b) that such sum be accordingly set free for distribution in the manner specified in clause (2) below amongst
the members who would have been entitled thereto, if distributed by way of dividend and in the same
proportions.
Powers of the Board for capitalisation
61. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall -

(a) make all appropriations and applications of the amounts resolved to be capitalised hereby, and all
allotments and issues of fully paid shares or other securities, if any; and

(b) generally do all acts and things required to give effect thereto.
Board’s power to issue fractional certificate/coupon etc.
(2) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates/coupons or by payment in cash or otherwise
as it thinks fit, for the case of shares or other securities becoming distributable in fractions; and

(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with our
Company providing for the allotment to them respectively, credited as fully paid-up, of any further shares or
other securities to which they may be entitled upon such capitalisation, or as the case may require, for the
payment by our Company on their behalf, by the application thereto of their respective proportions of profits
resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares.
Agreement binding on members
(3) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares or other securities
Buy-back of shares or other securities
62. Notwithstanding anything contained in these Articles but subject to all applicable provisions of the Act or any
other law for the time being in force, our Company may purchase its own shares or other securities.
General meetings
Annual General Meeting
63. (1) The Company shall in each year hold in addition to any other meetings a general meeting as its annual general
meeting.

The Annual General Meeting of our Company shall be held within the period specified in the Act after the
expiry of each financial year. The notice calling the general meeting shall specify it as Annual General
Meeting.

Board to call extraordinary general meeting


(3) The Board may whenever it thinks fit, and it shall when so required by the President or on the requisition in
writing or through electronic mode by the holders of not less than one tenth of the paid up share capital of the
company, upon which all calls or other sums then due have been paid and as at that date carries the right of
voting in the matter, forthwith proceed to convene an extraordinary general meeting of the company in
accordance with the provisions of the Act and Rules.
Notice of Meeting
(4) The general meeting of our Company shall be called by giving a notice in accordance with Act and Rules.
Proceedings at general meetings
Presence of Quorum
64. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time
when the meeting proceeds to business.
Right of President to appoint any person as his representative.
(4) The President of India, so long as he is a member of a company, may appoint such person as he thinks fit to
act as his representative at any meeting of the company or at any meeting of any class of members of the
company. A person so appointed shall be deemed to be a member of such a company and shall be entitled to
exercise the same rights and powers, including the right to vote by proxy and postal ballot, as the President
could exercise as a member of the company.
Minutes of proceedings of meetings and resolutions passed by postal ballot
70. (1) The Company shall cause minutes of the proceedings of every general meeting of any class of members or
creditors and every resolution passed by postal ballot, to be prepared and signed in such manner as may be
prescribed by the Act & Rules and kept by making within thirty days of the conclusion of every such meeting
concerned or passing of resolution by postal ballot, entries thereof in books kept for that purpose with their
pages consecutively numbered.
Certain matters not to be included in Minutes

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(2) There shall not be included in the minutes any matter which, in the opinion of the Chairman of the meeting -

(a) is, or could reasonably be regarded, as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the Company.


Adjournment of meeting
Chairman may adjourn the meeting
72. (1) The Chairman may, with the consent of any meeting at which a quorum is present, adjourn the meeting from
time to time and from place to place.
Notice of adjourned meeting
(3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting.
Notice of adjourned meeting not required
(4) Save as aforesaid, and save as provided in the Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
Votes of Members
Entitlement to vote on show of hands and on poll
73. Subject to any rights or restrictions for the time being attached to any class or classes of shares -

(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital
of the company.
Seniority of names
75. (2) For this purpose, seniority shall be determined by the order in which the names stand in the register of
members.
Votes in respect of shares of deceased or insolvent members, etc.
77. Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the
Transmission Clause to any shares may vote at any general meeting in respect thereof as if he was the
registered holder of such shares, provided that at least 48 (forty eight) hours before the time of holding the
meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall duly satisfy our
Company of his right to such shares unless his right to vote at such meeting in respect thereof has previously
been admitted.
Restriction on voting rights
78. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable
by him in respect of shares in our Company have been paid or in regard to which our Company has exercised
any right of lien.
Restriction on exercise of voting rights in other cases to be void
79. A member is not prohibited from exercising his voting on the ground that he has not held his share or other
interest in our Company for any specified period preceding the date on which the vote is taken, or on any
other ground not being a ground set out in the preceding Article.
Equal rights of members
80. Any member whose name is entered in the register of members of our Company shall enjoy the same rights
and be subject to the same liabilities as all other members of the same class.
Proxy
Member may vote in person or otherwise
82. (1) Save as provided in the Act and the Rules, any member entitled to attend and vote at a general meeting may
do so either personally or through his constituted attorney or through another person as a proxy on his behalf,
for that meeting.
Proxies when to be deposited
(2) The instrument appointing a proxy and the power-of attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office of our
Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated
as valid.
Board of Directors
Board of Directors
85. Subject to the provisions of the Act and the Rules, the President shall from time to time determine the number
of Directors of our Company which shall not be less than 3 (three) and not more than 15 (fifteen).
Appointment of Chairman, Managing Director and other Directors,
86. (1) Save as provided under the Act and Rules, the President shall appoint one of the Directors as the Chairman
and shall appoint other Directors including Managing Director in consultation with the Chairman provided
that no such consultation is necessary in respect of Government representatives on the Board of Directors of

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the company. The appointment of Directors shall be in such number and for such period as the President may
determine from time to time. The Directors (including the Chairman and /or Managing Director) shall be paid
such salary and/or allowance as the President may from time to time determine.
(2) The President may appoint or reappoint an individual as the Chairman as well as the Managing Director of
our Company at the same time on such terms and remuneration as he may think fit.
Retirement and resignation of Directors
(3) (i) A Director appointed by virtue of his holding any office in the Government or Govt. Company, shall retire
on the date he ceases to hold that office.

(ii) Subject to the provisions of the Act and Rules, a Director including Chairman and/or Managing Director
may resign from his office by giving a notice in writing. The resignation will take effect from the date it is
accepted by the President.
Rotational Retirement of Other Directors
(4) The period of office of all Directors shall be liable to determination for retirement of directors by rotation as
provided under the Act and Rules and save as otherwise expressly provided in the Act and Rules, be
reappointed by our Company in general meeting. The Chairman and/or Managing Director shall not be subject
to retirement under this clause.
Removal of Directors
87. (1) The President shall have the power to remove any Director including Chairman and / or Managing Director
from office at any time in his absolute discretion.
Filling of any vacancy
(2) The President shall have the right to fill in any vacancy in the office of director including Chairman and/or
Managing Director caused by removal, dismissal, resignation, death or otherwise.
Appointment of additional directors
88. (1) Subject to the provisions of the Act and Rules the Board shall have power at any time, and from time to time,
to appoint a person as an additional director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for the Board by the Articles.
Duration of office of additional director
(2) Such person shall hold office only up to the date of the next annual general meeting of our Company but shall
be eligible for appointment by our Company as Chairman and /or Managing Director or a director at that
meeting subject to the provisions of the Act and Rules.
Appointment of alternate director
89. (1) The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the
Original Director”) during his absence for a period of not less than three months from India. No person shall
be appointed as an alternate director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act and Rules.
Powers of Board
General powers of our Company vested in Board
90. (1) Subject to the provisions of the Act, Rules and these articles, the Board of Directors of the company shall
been titled to exercise all such powers and to do all such acts and things as the company is authorised to
exercise and do.

Provided that the Board shall not exercise any power or do any act or thing reserved for President or any
power which is directed or required whether by the Act or any other Act or by the Memorandum and Articles
of the company or otherwise, to be exercised or done by the company in general meeting.

Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject
to the provisions contained in that behalf in the Act, Rules or any other Act or in the Memorandum and
Articles of the company, or in any regulations not inconsistent herewith and duly made thereunder, including
regulations made by the company in general meeting
(2) No regulation made by the company in general meeting shall invalidate any prior act of the Board which
would have been valid if that regulation had not been made.
Specific powers given to Board
91. Without prejudice to the general powers conferred by the last preceding article, and other powers conferred
by these articles, the Board shall have the following powers, that is to say powers:

(1) To acquire property - to purchase, take on lease or otherwise acquire for the company property, rights or
privileges which the company is authorised to acquire at such price and generally on such terms and conditions
as it thinks fit.
(2) Five Year and Annual Plans - to approve the company's five year and annual plans and the company's
annual budget in accordance with the five year plan and annual plans of the Central Government
(3) Works of Capital nature-To authorize the undertaking of works of a capital nature, subject to the condition
that all cases involving capital expenditure exceeding ` 150 (Rupees one Hundred Fifty) crores or equal to
50% of net worth, whichever is less or as revised by Govt. of India from time to time shall be referred to the
Central Government for approval before authorization, but in cases where detailed project reports have been
prepared with the estimates and duly approved by the Central Government the Board shall be fully competent

291
to authorize the undertaking of all works covered under the approved projects including modification of the
projects if necessary provided that sanction of the Central Government shall be required in case of variation
in approved estimates which are more than 10% (ten) and provided further that within any financial year the
funds required will be found within the budget allocation for the projects and the expenditure on such works
in subsequent year would be the first call on the respective budget allocation.
(4) To pay for any property, rights etc. in securities - to pay for any property, rights, or privileges acquired
by, or services rendered to the company either wholly or partially in cash or in securities of the company, and
any such securities may be issued either as fully paid up or with such amount credited as paid up thereon as
may be agreed upon, and any such securities may be either specially charged upon all or any part of the
property of the company and its uncalled capital or not so charged.
(5) To secure contract by mortgage- subject to provisions of the Act and Rules to secure the fulfillment of any
contracts or engagement entered into by the company by mortgage or charge of all or any of the property of
the company and its uncalled capital for the time being or in such other manner as it may think fit.
(6) To appoint key managerial personnel etc.- Pursuant to provisions of the Act and Rules, to appoint and at
their discretion remove or suspend key managerial personnel as it may, from time to time, think fit, and to
determine their powers & duties and fix their salaries or emoluments, as it may think fit as also to take note
of appointment(s) or removal(s) of Officials at one level below Key Managerial Personnel. A director may be
appointed as chief executive officer, company secretary or chief financial officer.
(7) To appoint trustees-to appoint any person or persons (whether incorporated or not) to accept and hold in
trust for the company any property belonging to the company, or in which it is interested or for any other
purposes, and to execute and do all such deeds and things as may be requisite in relation to any such trust,
and to provide for the remuneration of such trustee or trustees.
(8) To bring and defend action etc.-to institute, conduct, defend, compound or abandon any legal proceedings
by or against the company or its officers, or otherwise concerning the affairs of the company, and also to
compound and allow time for payment or satisfaction of any claims or demands by or against the company
(9) To refer to arbitration—to refer any claims or demands by or against the company to arbitration and
observe and perform the awards.
(10)To give receipts—to make and give receipts, releases and other discharges for money payable to the
company and for the claims and demands of the company.
(11)To authorise acceptance etc.—to determine who shall be entitled to sign on the company's behalf bills,
notes, receipts, acceptances, endorsements, cheques, releases, contracts and other documents.
(12)To appoint attorneys—from time to time provide for the management of the affairs of the company in
such manner as it may think fit and in particular to appoint any person to be the attorneys or agents of the
company with such powers (including power to sub- delegate) and upon such terms as may be thought fit.
(13)To invest moneys—Subject to the provisions of the Act to make investments with Banks/Financial
Institutions/ Body Corporates in such a manner as deemed fit and to vary or realise such investments from
time to time.
(14)To give security by way of indemnity—to execute in the name and on behalf of the company in favour
of any Director or other person who may incur or be about to incur any liability for the benefit of the company
such mortgages of the company's property (present and future) as they think fit and any such mortgage may
contain a power of sale and such other powers, covenants and provisions as shall be agreed on.
(15)To give percentage—subject to the approval of the President, to give to any person employed by the
company a commission on the profits of any particular business transaction, or a share in the general profits
of the company, and such commission or share or profits shall be treated as part of the working expenses of
the company.
(16)To make bye-laws—from time to time to make, vary and repeal bye-laws for the regulation of the business
of the company, its officers and servants.
(17)To give bonus etc.—to-give, award or allow any bonus, pension, gratuity or compensation to any
employee of the company or his widow, children or dependents that may appear to the Board just or proper,
whether such employee, his widow, children, or dependents have or have not a legal claim upon the company.
(18)To create provident fund—before declaring any dividend and subject to approval of the President to set
aside such portion of the profits of the company as it may think fit, to form a fund to provide for pensions,
gratuities or compensations or to create any provident or benefit and in such manner as the Board may deem
fit.
(19)To establish local board—from time to time and at any time to establish any local board for managing
any of the affairs of the company in the specified locality in India, or out of India, and to appoint any person
to be members of such local board and to fix their remuneration and from time to time and any time to delegate
to any person so appointed any of the powers, authorities and discretion for the time being vested in the Board
other than their power to make calls, and to authorise the members for the time being of any such local board
or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made on such terms and subject to such conditions as the Board may think fit, and the
Board may at any time remove any person so appointed and annul or vary any such delegation.
(20)To make contracts etc.—to enter into all such negotiations and contracts and rescind and vary all such
contracts and execute and do all such acts, deeds and things in the name and on behalf of the company as it
may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the
company.

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(21)To delegate powers—Subject to the provisions of the Act and rules, to delegate all or any of the powers,
authorities and discretion for the time being vested in it, subject, however, to the ultimate control and authority
being retained by them. Any such delegatee may be authorised by the Board to sub-delegate all or any of the
powers, authorities and discretions for the time being vested in him.
(22)To borrow moneys—Subject to the provisions of the Act and Rules, to borrow money, on behalf of the
company.
(23)To execute mortgages—to execute mortgage and to create charges on its properties,
(24)Training of Personnel & Research & Consultancy:
(a) To undertake training of personnel in the relevant activities undertaken by the company.
(b) To undertake research and consultancy in the relevant fields enumerated in the memorandum and articles
of association of the company.
(25)Formation of Joint venture / Subsidiary Companies- To establish joint ventures and to promote wholly or
partly owned company(ies) or subsidiary company(ies) in India or abroad subject to compliance of
Government Guidelines issued from time to time.
Certain proposals / decisions to be reserved for President
(2) a) The Chairman shall reserve for the decision of the President any proposal or decision of the Board of
Directors in any matter which in the opinion of the Chairman is of such importance as to be reserved for the
approval of the President. No action shall be taken by our Company in respect of any proposal or decision
of the Board of Directors reserved for approval of the President as aforesaid until his approval to the same
has been obtained.

b) Without prejudice to the generality of the other provisions contained in these Articles, the Board shall
reserve for the decision of the President any matter relating to:

(i) The Company's revenue budget in case there is an element of deficit, which is proposed to be met by
obtaining funds from the Government.

(ii) Winding up of the Company.

(iii) Sale, lease, disposal or otherwise of the whole or substantially the whole of the undertaking of the
company.

(iv) Any other matter which in the opinion of the Chairman be of such importance as to be reserved for the
approval of the President.
Rights of President
(3) Notwithstanding anything contained in any of these Articles, the President may from time to time issue such
directives or instructions as may be considered necessary in regard to conduct of business and affairs of the
company and in like manner may vary and annul any such directive or instruction. The Directors shall give
immediate effect to the directives or instructions so issued. In particular, the President will have the powers:

(i) To give directives to our Company as to the exercise and performance of its functions in matters
involving national security or substantial public interest.

(ii) To call for such returns, accounts and other information with respect to the property and activities of the
company as may be required from time to time.

(iii) To determine in consultation with the Board annual, short and long term financial and economic
objectives of the company.

Provided that all directives issued by the President shall be in writing addressed to the Chairman and/or
Managing Director. The Board shall except where the President considers that the interest of national security
requires otherwise incorporate the contents of directives issued by the President in the annual report of our
Company and also indicate its impact on the financial position of the company
Proceedings of the Board
When meeting to be convened
92. (1) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as
it thinks fit.
Who may summon Board meeting
(2) A Director may, and our Company Secretary on the requisition of a Director shall, at any time, summon a
meeting of the Board.
Quorum for Board meetings
(3) The quorum for a Board meeting shall be as provided in the Act.
Participation at Board meetings
(4) The participation of directors in a meeting of the Board may be either in person or through video conferencing
or audio visual means, as may be prescribed by the Rules or permitted under law.
Who to preside at meetings of the Board

293
95. (1) The Chairman appointed by the President shall be the Chairman at meetings of the Board. In his absence, the
Board may elect a Chairman of its meeting.
Directors to elect a Chairman
(2) If the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, the
directors present may choose one of their number to be Chairman of the meeting.
Delegation of powers
96. (1) The Board may, subject to the provisions of the Act and Rules, delegate any of its powers to Committees
consisting of such member or members of its body as it thinks fit.
Committee to conform to Board regulations
(2) Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Board.
Passing of resolution by circulation
99. Save as otherwise expressly provided in the Act, a resolution in writing, signed, whether manually or by
secure electronic mode, by a majority of the members of the Board or of a Committee thereof, for the time
being entitled to receive notice of a meeting of the Board or Committee, shall be valid and effective as if it
had been passed at a meeting of the Board or Committee, duly convened and held.
Dividends and Reserve
Division of Profit
102. (1) The profits of our Company available for payment of dividend subject to any special rights relating thereto
created or authorised to be created by these Articles of Association and subject to the provisions of the Act,
Rules and Articles of Association as to the reserve fund and amortisation of capital shall be divisible among
the members in proportion to the amount of capital paid-up by them respectively. Provided always that
(subject as aforesaid) any capital paid-up on a share during the period in respect of which a dividend is
declared shall only entitle the holder of such share to an apportioned amount of such dividend as from the
date of payment. But if any share is issued on terms providing that it shall rank for dividend as from a
particular date such share shall rank for dividend accordingly.
Dividend not to carry interest against the Company
(2) Subject to the provisions of the Act and Rules, no dividend shall be declared or paid by the company for any
financial year except out of profits of the company for that year or out of profits of the company for any
previous financial year or years arrived or out of both or out of moneys provided by the Central Government
or State Government for the payment of dividend in pursuance of a guarantee given by that Government. No
dividend shall carry interest against the company.
Dividend to be paid to registered shareholder
(5) Subject to the provisions of the Act and Rules, no dividend shall be paid by company in respect of any share
except to the registered shareholder of such share and no dividend shall be payable except in cash.
Transfer of shares not to pass right to any dividend
(6) A transfer of shares shall not pass the right to any dividend declared thereon after transfer and before the
registration of the transfer.
Dividend how remitted
(7) Unless otherwise directed, dividend may be paid by cheque or warrant or in any electronic mode or such other
permissible means to the registered address of the member or person entitled to the payment of dividend or
in the case of joint holding, to the registered address of that one of joint holders whose name stands first in
the register in respect of joint holding and every cheque, demand draft or warrant so sent shall be made payable
to the member or to such person and to such address as the shareholder or the joint shareholders in writing
may direct.
Company in general meeting may declare dividend
103. The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
Interim dividends
104. Subject to the provisions of the Act and Rules, the Board may from time to time pay to the members such
interim dividends of such amount on such class of shares and at such times as it may think fit.
Dividends only to be paid out of Profits
105. (1) The Board may, before recommending any dividend, set aside out of the profits of our Company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applied for any purpose
to which the profits of our Company may be properly applied, including provision for meeting contingencies
or for equalising dividends; and pending such application, may, at the like discretion, either be employed in
the business of our Company or be invested in such investments (other than shares of the Company) as the
Board may, from time to time, think fit.
No member to receive dividend whilst indebted to our Company and Company’s right to reimbursement
therefrom
106. (1) The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to our Company on account of calls or otherwise in relation to the shares of the Company.
Retention of dividends

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(2) The Board may retain dividends payable upon shares in respect of which any person is, under the
Transmission Clause hereinbefore contained, entitled to become a member, until such person shall become a
member in respect of such shares.
Discharge to Company
107. Payment in any way whatsoever shall be made at the risk of the person entitled to the money paid or to be
paid. Our Company will not be responsible for a payment which is lost or delayed. Our Company will be
deemed to having made a payment and received a good discharge for it if a payment using any of the foregoing
permissible means is made
Winding up
Winding up
115. Subject to the applicable provisions of the Act and the Rules made thereunder –

(a) If our Company shall be wound up, the liquidator may, with the sanction of a special resolution of our
Company and any other sanction required by the Act, divide amongst the members, in specie or kind, the
whole or any part of the assets of the Company, whether they shall consist of property of the same kind or
not.

(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the members or
different classes of members.

(c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled
to accept any shares or other securities whereon there is any liability.
Indemnity and Insurance
Directors and officers right to indemnity
117. (a) Subject to the provisions of the Act, every Director, managing director, whole-time director, manager,
company secretary and other officer of our Company shall be indemnified by our Company out of the funds
of the Company, to pay all costs, losses and expenses (including travelling expense) which such director,
manager, company secretary and officer may incur or become liable for by reason of any contract entered into
or act or deed done by him in his capacity as such director, manager, company secretary or officer or in any
way in the discharge of his duties in such capacity including expenses.
(b) Subject as aforesaid, every director, managing director, manager, company secretary or other officer of
our Company shall be indemnified against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgement is given in his favour or in which he is acquitted or discharged
or in connection with any application under applicable provisions of the Act in which relief is given to him
by the Court.

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SECTION VIII- MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or entered into more than two years before the date of this Draft Shelf Prospectus) which are or may be
deemed material have been entered or are to be entered into by our Company. These contracts and also the
documents for inspection referred to hereunder, may be inspected on Working Days at the Registered and
Corporate Office of our Company situated at ‘Urjanidhi’, 1 Barakhamba Lane, Connaught Place, New Delhi
110001, India between 10 a.m. and 5 p.m. on any Working Day (Monday to Friday) during which issue is open
for public subscription under the respective Tranche Prospectus(es).

MATERIAL CONTRACTS

1. Memorandum of Understanding dated September 8, 2015 between our Company and the Lead Managers.
2. Agreement dated September 2, 2015 between our Company and the Registrar to the Issue.
3. Debenture Trustee Agreement dated August 28, 2015 executed between our Company and the Debenture
Trustee.
4. Escrow Agreement dated [●] between our Company, the Registrar, the Escrow Collection Bank(s), and
the Lead Managers.
5. Consortium Agreement dated [●] between our Company, the Consortium Members and the Lead
Managers.
6. Tripartite agreement dated September 4, 2015 among our Company, the Registrar and CDSL.
7. Tripartite agreement dated September 7, 2015 among our Company, the Registrar and NSDL.

MATERIAL DOCUMENTS

1. Memorandum and Articles of Association of our Company, as amended to date.


2. Certificate of Incorporation of our Company dated July 16, 1986.
3. Certificate of Registration as an NBFC from the RBI dated February 10, 1998.
4. Certificate of Registration as an NBFC -ND-IFC from the RBI dated July 28, 2010.
5. Memorandum of Understanding between our Company and MoP dated March 31, 2015.
6. Copy of shareholders resolution dated June 20, 2014, under section 180 (1) (c) of the Companies Act,
2013 on borrowing limits of the Board of Directors of our Company.
7. Copy of the resolution by the Board of Directors dated February 11, 2015, approving the issue of tax-
free bonds.
8. Copy of the resolution passed by circulation by the Board of Directors on September 10, 2015 approving
the Draft Shelf Prospectus.
9. Copy of the resolution passed by the Board of Directors and/or Committee of Directors at its meeting
held on [●] approving the Shelf Prospectus and Prospectus Tranche I.
10. Letters dated April 6, 2015 by CRISIL assigning a rating of ‘CRISIL AAA/ Stable’ to the long term
borrowing programme of our Company for the Fiscal 2016 and revalidation letter dated June 23, 2015
and August 27, 2015.
11. Letter dated April 8, 2015 by ICRA assigning a rating of ‘[ICRA]AAA’ to the long term borrowing
programme of our Company (including bonds and long term bank borrowing) for the Fiscal 2016 and
revalidation letter dated June 22, 2015 and August 31, 2015.
12. Letters dated April 7, 2015 by CARE assigning a rating of ‘CARE AAA’ to the long term borrowing
programme of our Company for the Fiscal 2016 and revalidation letter dated June 22, 2015 and August
31, 2015.
13. Consents of each of the Directors, our Company Secretary and Compliance Officer, Lead Managers,
Members of the Consortium, Legal Counsel to the Company, Bankers to the Issue and Refund Banks,
Registrar to the Issue, Bankers to our Company, the Debenture Trustee for the Bonds and the Credit Rating
Agencies to include their names in this Draft Shelf Prospectus, in their respective capacities.
14. Consent of the Auditors, for inclusion of their name and the report on the Accounts in the form and context
in which they appear in this Draft Shelf Prospectus and their statement on tax benefits mentioned herein.
15. Auditor’s Report dated August 26, 2015 on the reformatted financial information prepared under Indian
GAAP for the financial years ended March 31, 2011, 2012, 2013, 2014 and 2015.
16. Limited review report dated August 14, 2015 on the unaudited standalone financial results of our Company
for the quarter ended June 30, 2015.
17. Statement of tax benefits dated September 7, 2015 issued by our Statutory Auditors.
18. Notification No. 59/2015 dated July 6, 2015 issued by the CBDT.
19. Annual Report of our Company for the last five Fiscals.

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20. In-principle listing approval from BSE by its letter no. [●] dated [●].
21. Due Diligence Certificate dated [●] filed by the Lead Managers with SEBI.

Any of the contracts or documents mentioned above may be amended or modified at any time, without
reference to the Bondholders, in the interest of our Company in compliance with applicable laws.

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DECLARATION

We, the Directors of the Company, hereby certify & declare that all the relevant provisions of the Companies Act,
1956, as amended, relevant provisions of Companies Act, 2013, as amended and rules prescribed thereunder to
the extent applicable as on this date, the guidelines issued by the Government of India and the regulations and
guidelines and circulars issued by the Reserve Bank of India and the Securities and Exchange Board of India
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 as amended, provisions under the Securities Contracts (Regulation) Act, 1956, as amended and rules
thereunder in connection with the Issue have been complied with and no statement made in the Draft Shelf
Prospectus is contrary to the relevant provisions of any acts, rules, regulations, guidelines and circulars as
applicable to the Draft Shelf Prospectus.

We further certify that all the disclosures and statements in the Draft Shelf Prospectus are true, accurate and correct
in all material respects and do not omit disclosure of any material fact which may make the statements made
therein, in light of circumstances under which they were made, misleading and that the Draft Shelf Prospectus
does not contain any misstatements.

Signed by the Board of Directors of the Company

____________________________________
Mr. Mukesh Kumar Goel, Chairman and Managing Director; additional charge of Director (Commercial) and
Whole Time Director

_______________________________________
Mr. Badri Narayan Sharma, Director (Government Nominee)

_____________________________________
Mr. Radhakrishnan Nagarajan, Director (Finance) and Whole Time Director

_______________________________________
Mr. Anil Kumar Agarwal, Director (Projects) and Whole Time Director

_______________________________________
Mr. Vijay Mohan Kaul, Independent Director

___________________________________
Mr. Yogesh Chand Garg, Independent Director
Place: New Delhi
Date: ________________________

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DECLARATION

I, the Director of the Company, hereby certify & declare that all the relevant provisions of the Companies Act,
1956, as amended, relevant provisions of Companies Act, 2013, as amended and rules prescribed thereunder to
the extent applicable as on this date, the guidelines issued by the Government of India and the regulations and
guidelines and circulars issued by the Reserve Bank of India and the Securities and Exchange Board of India
established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 as amended, provisions under the Securities Contracts (Regulation) Act, 1956, as amended and rules
thereunder in connection with the Issue have been complied with and no statement made in the Draft Shelf
Prospectus is contrary to the relevant provisions of above mentioned acts, rules, regulations, guidelines and
circulars as applicable to the Draft Shelf Prospectus.

I further certify that all the disclosures and statements in the Draft Shelf Prospectus are true, accurate and correct
in all material respects and do not omit disclosure of any material fact which may make the statements made
therein, in light of circumstances under which they were made, misleading and that the Draft Shelf Prospectus
does not contain any misstatements.

Signed by the Board of Director of the Company

_____________________________________

Mr. J N Prasanna

Independent Director

Date: ________________________

299
N.K.Bhargava & Co. K. B. Chandna & Co.
Chartered Accountants, Chartered Accountants,
C-31, Ist Floor, Acharya Niketan, E-27, South Extension, Part-II,
Mayur Vihar Phase-I, New Delhi – 110091. New Delhi – 110049
Ph no. 011 22752376 Ph No.011 26253306, 26252762
E-mail: nkbhargavacompany@yahoo.co.in E-mail: kbc.chandna@gmail.com

Limited Review Report

To,
The Board of Directors
Power Finance Corporation Ltd.

We have reviewed the accompanying statement of unaudited financial results of Power Finance Corporation
Ltd. for the quarter ended 30th June, 2015 except for the disclosures regarding ‘Public Shareholding’ and
‘Promoter and Promoter Group Shareholding’ which have been traced from disclosures made by the
management and have not been audited by us. This Statement is the responsibility of the Company’s
management and has been approved by the Board of Directors. Our responsibility is to issue a report on the
Financial Statement based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Review of
Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Institute of
Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate
assurance as to whether the financial statements are free of material misstatement. A review is limited
primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide
less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit
opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the
accompanying statement of unaudited financial results prepared in accordance with applicable Accounting
Standards and other recognised accounting practices and policies has not disclosed the information required to
be disclosed in terms of Clause 41 of the Listing Agreement including the manner in which it is to be disclosed,
or that it contains any material misstatement.

For N.K. Bhargava & Co. For K.B. Chandna & Co.
Chartered Accountants Chartered Accountants
Firm Regd. No.000429N Firm’s Regn. No.: 000862N

(N.K.Bhargava) (V.K.Gureja)
Partner Partner
Membership No.080624 Membership No - 016521

Place: Delhi
Date: 14.08.2015

300
POWER FINANCE CORPORATION LIMITED
URJANIDHI, 1, BARAKHAMBA LANE, CONNAUGHT PLACE, NEW DELHI. Website: http://www.pfcindia.com
CIN L65910DL1986GOI024862
Part I: STATEMENT OF UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE 2015
( ` in Lac)
QUARTER ENDED YEAR ENDED
Sl.
PARTICULARS
No. 30-06-2015 31-03-2015 30-06-2014 31-03-2015
(Un-audited) (Un-audited) (Un-audited) (Audited)

1) Income from Operations


(a) Interest Income 6,70,932 6,33,118 5,81,676 24,58,610
(b) Other Operating Income 4,597 5,839 3,951 27,522
Total Income from Operations 6,75,529 6,38,957 5,85,627 24,86,132

2) Expenses
(a) Interest, Finance and Other Charges 4,28,483 4,19,372 3,80,348 16,31,355
(b) Employee Benefit Expenses 2,303 1,942 2,153 8,581
(c) Depreciation / Amortization 130 160 147 609
(d) Other Expenses 15,661 691 3,127 12,312
Total Expenses 4,46,577 4,22,165 3,85,775 16,52,857

Profit from Operations before Other Income and Exceptional


3) 2,28,952 2,16,792 1,99,852 8,33,275
Items (1-2)

4) Other Income 377 3,192 551 4,548

5) Profit from ordinary activities before Exceptional Items (3+4) 2,29,329 2,19,984 2,00,403 8,37,823

6) Exceptional items -- -- -- --

7) Profit from Ordinary Activities before Tax (5+6) 2,29,329 2,19,984 2,00,403 8,37,823

8) Tax Expense 71,708 63,908 55,577 2,41,890


(a) Provision for Income Tax 69,277 68,509 58,523 2,50,288
(b) Deferred Tax Liability / (Deferred Tax Asset) 2,431 (4,601) (2,946) (8,398)

9) Net Profit from Ordinary activities after tax (7-8) 1,57,621 1,56,076 1,44,826 5,95,933

10) Extraordinary items (Net of tax expense) -- -- -- --

11) Net Profit for the period (9-10) 1,57,621 1,56,076 1,44,826 5,95,933

12) Share of Profit / (loss) of associates. -- -- -- --

13) Minority Interest -- -- -- --

Net Profit after taxes, minority interest and share of profit / (loss)
14) 1,57,621 1,56,076 1,44,826 5,95,933
of associates (11+12+13)

15) Paid-up Equity Share Capital (Face value of share is ` 10) 1,32,004 1,32,004 1,32,004 1,32,004

Reserves excluding Revaluation reserves


16) -- -- -- 30,89,917
(As per audited balance Sheet as at 31st March)

17) Earnings Per Share (EPS) (in `)

(a) Basic and Diluted EPS (before Extraordinary items) 11.94 11.83 10.97 45.15

(b) Basic and Diluted EPS (after Extraordinary items) 11.94 11.83 10.97 45.15

Part II : SELECT INFORMATION FOR THE QUARTER ENDED 30TH JUNE 2015

A Particulars of Shareholding
1 Public Shareholding :
Number of Shares 35,91,14,303 35,90,85,115 35,90,85,115 35,90,85,115
Percentage of Shareholding 27.205% 27.203% 27.203% 27.203%

2 Promoters and Promoter Group Shareholding

301
(a) Pledged / Encumbered
Number of Shares -- -- -- --
Percentage of Shares (as a % of the total shareholding of
-- -- -- --
Promoter)
Percentage of Shares (as a % of Total Share capital of the
-- -- -- --
Company)

(b) Non - Encumbered


Number of Shares 96,09,26,401 96,09,55,589 96,09,55,589 96,09,55,589
Percentage of Shares (as a % of the total shareholding of
100% 100% 100% 100%
Promoter)
Percentage of Shares (as a % of Total Share capital of the
72.795% 72.797% 72.797% 72.797%
Company)
B Investor Complaints
Particulars Equity Shares Debt Securities
Pending at the beginning of the quarter 1 5
Received during the quarter 86 742
Disposed off during the quarter 86 742
Remaining unresolved at the end of the quarter 1* 5#
* Pending # Since Settled
Notes :-

The above financial results for the quarter ended 30.06.2015 have been reviewed and recommended by the Audit committee of Directors and approved by the Board of Directors
1
in their respective meetings held on 13.08.2015 and 14.08.2015 respectively. The same has been limited reviewed by the Statutory Auditors of the Company.

Interest Finance and Other charges at 2(a) of Part I above, includes provisions made during the quarter ended 30.06.2015 on account of (i) NPA - ` 4,049 Lac (corresponding
2 previous quarter ` 11,613 Lac), (ii) Standard Assets ` 644 Lac (corresponding previous quarter ` 1,248 Lac) and (iii) Restructured Standard Assets ` 20,134 Lac (corresponding
previous quarter ` Nil)

The Company being a Government owned Non-Banking Financial Company is exempt from the RBI directions relating to Prudential Norms. RBI has directed the Company, vide its
letter dated 25.07.2013, to take steps to comply with RBI’s Prudential Norms by 31.03.2016. Further, RBI vide its letter dated 03.04.2014 has allowed exemption from credit
concentration norms in respect of exposure to Central / State Government entities till 31.03.2016.

The Company follows its own prudential norms approved by the Ministry of Power (MoP), Govt.of India (GoI) (including revisions approved by BoD in its meeting held on
09.03.2015 subject to the approval of MoP which is awaited) which inter-alia includes norms for Restructuring / Reschedulement / Renegotiation (R/R/R) of loans which allows (i)
two times restructuring before COD, (ii) exemption to the loans having central / state government guarantee and loans to government department, and (iii) dispensation not to
consider extension of repayment schedule without sacrifice as restructuring for government sector borrowers.

For R/R/R norms, RBI has advised the Company to follow the instructions contained in RBI circular DNBS.CO.PD.No. 367/03.10.01/2013-14 dated 23.01.2014, vide its letter dated
03.04.2014 inter-alia allowing maximum period of delay in DCCO for which a loan can be restructured. The matter regarding applicability of RBI’s R/R/R norms was taken up with
RBI. In this regard, RBI vide its letter dated 11.06.2014 has allowed exemption from application of its restructuring norms for Transmission & Distribution, Renovation &
Modernization and Life Extension projects and also the hydro projects in Himalayan region or affected by natural disasters for a period of 3 years i.e. till 31.03.2017. Further, for
3
new project loans to generating companies restructured w.e.f. 01.04.2015, the provisioning requirement would be 5% and for stock of such outstanding loans as on 31.03.2015 to
all generating companies, the provisioning shall commence with a provision of 2.75% with effect from 31.03.2015 and reaching 5% by 31.03.2018. This provision is in addition to
the provision for diminution in fair value.

The Company vide its letter dated 03.07.2014 has communicated the manner of its implementation to RBI, further reiterated vide Company’s letter dated 27.11.2014, inter-alia
stating that all new project loans sanctioned with effect from 01.04.2015 to generating companies would be regulated by RBI norms on R/R/R. RBI vide its letter dated 04.02.2015
has informed that the Company’s request is under examination.

Pending decision by RBI regarding implementation of R/R/R norms, the Company is following its own norms read with the manner of implementation as stated above.

During FY 2015-16, the Company is required to enhance provision on qualifying R/R/R loan assets from 2.75% to 3.50% and the aforesaid additional provision @ 0.75% has been
made during the current quarter itself. Accordingly, during the quarter provision of ` 20,134 Lac (corresponding previous quarter ` Nil) has been made on qualifying R/R/R loans
(private sector - ` 21,87,918 Lac and Govt. Sector loan - Nil).

RBI vide letter dated 30.06.2015, received on 03.07.2015, has advised the Company that all loans including the outstanding stock of loans under consortium shall be governed by
the asset classification norms as prescribed in Circular DNBR (PD) CC No. 002/03.10.001/2014-15 dated 10.11.2014. RBI has also informed that the asset classification norms that
4 would be applicable to new loans under consortium shall be communicated shortly. Accordingly, the Company has amended its prudential norms w.e.f. 03.07.2015 so that the
loan assets (excluding lease assets) outstanding as on 31.03.2016 and overdue for a period of 5 months or more will be classified as non-performing assets (NPA). The Company
has communicated the manner of implementation of asset classification norms to RBI vide letter dated 13.08.2015

302
In case of a restructured loan asset, categorized as sub-standard by the Company on 15.04.2015, the borrower has obtained an ad-interim stay on further proceedings till
05.08.2015 from Hon’ble High Court of Madras vide order dated 17.06.2015. The next hearing is scheduled to be held on 19.08.2015 and the stay stands extended accordingly. The
5
Company had sought a legal opinion with respect to asset classification, based on which, the loan asset has been re-classified from restructured sub-standard to restructured
standard asset and the NPA provision amounting to ` 33,999 Lac made in the account during the quarter has been reversed.

CSR provision for FY 2015-16 has been made during the quarter ended 30.06.2015 whereas in earlier years it was created on proportionate basis in each quarter. Accordingly,
6 during the quarter ended 30.06.2015 CSR provision amounting to Rs. 14,579 lac (corresponding previous quarter ` 2,144 lac) has been made @ 2% of the average net profit before
tax of the Company earned during the three immediately preceding financial years.

During the current quarter, two subsidiaries namely Deoghar Infra Limited and Bihar Infrapower Limited have been incorporated for developing the Ultra Mega Power Project in
7
the state of Jharkhand and Bihar respectively. Equity infusion in the above subsidiaries is yet to be made.

During the quarter, Company has applied for 2,50,00,000 equity shares of Energy Efficiency Services Limited (EESL) (a joint venture company) of face value ` 10/- per share
8
aggregating to ` 2,500 Lac. Allotment of shares is under process.

During the quarter, Government of India, Ministry of Power, acting through Department of Disinvestment has disinvested 29,188 equity shares of face value of ` 10/- each by
9
selling it to Goldman Sachs Asset Management (India) Private Limited.

On 27th July 2015, President of India, acting through and represented by Ministry of Power, Government of India has sold 66,02,035 equity shares of face value of ` 10/- each
10 representing 5% of the total paid up equity share capital of the Company, out of its shareholding of 72.80%, through “Offer for Sale‟ of shares by Promoters through the Stock
Exchange mechanism. Post sale of shares, promoter shareholding stands at 67.80 % of the total paid up share capital of the Company.

The Company had exercised the option under para 46A of the AS-11 - ‘The Effects of Changes in Foreign Exchange Rates’, to amortize the exchange differences on the long term
11 foreign currency monetary items over their tenure. Consequently, as on 30.06.2015 the unamortised debit balance under Foreign Currency Monetary Item Translation Difference
Account (FCMITDA) is ` 45,524 Lac (as on 31.03.2015 ` 38,056 lac).

The Company’s main business is to provide finance for power sector. As such, there is no other separate reportable segment as per the Accounting Standard 17 - 'Segment
12
Reporting', issued by the Institute of Chartered Accountants of India.

13 Tax Expenses includes current year tax provision and earlier years' tax expenses / adjustments.

14 Figures for the previous period have been regrouped / rearranged wherever necessary, in order to make them comparable.

M.K. GOEL
Place : New Delhi Chairman & Managing Director
Date : 14.08.2015 DIN - 00239813

303
K. B. Chandna & Co. M.K.Aggarwal & Co.
Chartered Accountants, Chartered Accountants,
E-27, South Extension, 30, Nishant Kunj,
Part - II Pitam Pura
New Delhi -110 049 New Delhi -110 034.
Ph no.011 26252762, Ph no. 011 27355151
E-mail: kbc.chandna@gmall.com E-mail: mka@mkac.in

AUDITORS' REPORT

The Board of Directors,


Power Finance Corporation limited,
"Urjanidhi",
1, Barakhamba Lane,
Conna ught Place,
New Delhi-110001

Dear Sir,

Re: Proposed public issue by Power Finance Corporation limited {the "Issuer") of Secured, Redeemable,
Non-Convertible Bonds (the "Bonds") of face value of Rs. 1000/- each, for an amount of Rs. 700 Crores in
one or more tranches (each a "Tranche Issue" and together all Tranche Issues up to the Shelf limit, the
"Issue")

1. We, M/s M.K. Aggarwal & Co. and M/s K.B. Chandna & Co., have examined the Reformatted Financial
Information-Standalone and the Reformatted Financial Information-Consolidated (the "Reformatted
Statements") of Power Finance Corporation Limited ("the Company") as at March 31, 2015, 2014, 2013, 2012
and 2011 and for the financial years ended March 31, 2015, 2014, 2013, 2012 and 2011 annexed to this
report and initialed by us for identification purposes only. These Reformatted Statements comprises of {A)
Financial information as per the 'Standalone Financial Information - Reformatted' and 'Consolidated
Financial Information -Reformatted' and (B) Other Financial Information of the Company which have been
prepared by the management in accordance with the requirements of:
a. Schedule Ill to the Companies Act, 2013 (the "Act");
b. Section 26(1) (b) of the Companies Act, 2013 ("the Act") read with Rule 4 of the Companies {Prospectus
and Allotment of Securities) Rules, 2014;
c. the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 ("SEBI
Regulations") as amended from time to time, issued by the Securities and Exchange Board of India, in
pursuance of Section 11 of the. Securities and Exchange Board of India Act, 1992, and related
clarifications.

2. We have examined such Reformatted Statements with regards to:


a. the terms of reference agreed with the Company in accordance with our engagement letter dated
17.08.2015 relating to the Company's Proposed Public Issue of Secured, Redeemable, Non-Convertible
bonds, having benefits under Section 10(15)(iv)(h) of the Income Tax Act, 1961.
b. the Guidance Note on "Reports in Company Prospectuses (Revised)" issued by the Institute of Chartered
Accountants of India, except that these financial information have not been adjusted for changes in

304
accounting policies, retrospectively in the respective financial years to reflect the same accounting
policies for all the reporting periods and for adjustments of amounts pertaining to previous years in the
respective financial years to which they relate.
The preparation of such Reformatted Statements is the responsibility of the Company's management. Our
responsibility is to report on such statements based on our procedures.

3. Standalone Financial Information as per Audited Financial Statements


The Reformatted Financial Information- Standalone referred to above, relating to profits, assets and
liabilities and cash flows of the Company is contained in the following annexures to this report:
a. Annexure I containing the 'Statements of Assets and Liabilities, As Reformatted' of the Company as at
March 31, 2015, 2014, 2013, 2012 and 2011.
b. Annexure II containing the 'Statement of Profit and Loss, As Reformatted' of the Company for each of the
financial years ended March 31, 2015, 2014, 2013, 2012 and 2011.
c. Annexure Ill containing the 'Cash Flow Statement, As Reformatted' of the Company for each of the
financial years ended March 31, 2015, 2014, 2013, 2012 and 2011

Collectively referred to as 'Standalone Financial Information - Reformatted'.

We report that the Standalone Financial Information - Reformatted have been extracted and prepared
by the Management from the audited financial statements of the Company. The Standalone financial
statements of the Company for the year ended March 31, 2015 and March 31, 2014 have been audited by
M/s N.K. Bhargava & Co., Chartered Accountants jointly With M/s K.B. Chandna & Co., Chartered
Accountants; for the year ended March 31, 2013 and March, 31 2012 by M/s Raj Har Gopal & Co., Chartered
Accountants jointly with M/s N.K. Bhargava& Co., Chartered Accountants; for the year ended March 31, 2011
have been audited by M/s Raj Har Gopal & Co., Chartered Accountants jointly with M/s Mehra Goel & Co.,
Chartered Accountants; and adopted by the members except for the year ended March 31, 2015.
Accordingly, reliance has been placed on the financial information examined by them for the said years.
Based on our examination of these Standalone Financial Information - Reformatted, we state that:
a. These have to be read in conjunction with the. Significant Accounting Policies and Notes to Financial
Statements given in Annexure IV and V respectively to this report.
b. The figures of earlier years have been regrouped (but not restated retrospectively for change in any
accounting policy), wherever necessary, to conform to the classification adopted for the Standalone
Financial Information - Reformatted.
c. There are no extraordinary items that need to be disclosed separately in the Standalone Financial
Information - Reformatted.
d. There is no qualification in the auditor's report on the Audited Standalone financial statements for the
financial year ended March 31, 2015, however, attention was drawn on note no.' 18 of Part-C of other
notes to Accounts. It does not require adjustments to the Standalone Financial Information -
Reformatted.
e. There is no qualification in the auditor's report on the Audited Standalone financial statements for the
financial year ended March 31, 2014, however, attention was drawn on note no. 13.2 of Part-C of other
notes to accounts. It does not require adjustments to the Standalone Financial Information -
Reformatted.
f. There is no qualification in the auditor's report on the Audited Standalone financial statements for the
financial year ended March 31, 2013, however, attention was drawn on note no. 12 of Part-C of other

305
notes to Accounts. It does not require adjustments to the Standalone Financial Information -
Reformatted.
g. There is no qualification in the auditor's report on the Audited Standalone financial statements for the
financial year ended March 31, 2012. It does not require adjustments to the Standalone Financial
Information - Reformatted.
h. There is no qualification in the auditor's report on the Audited Standalone financial statements for the
financial year ended March 31, 2011, however, attention was drawn on note no. 13(ii) in Schedule no. 17
{Notes on Accounts). It does not require adjustments to the Standalone Financial Information -
Reformatted.

4. Consolidated Financial Information as per Audited Financial Statements


The Reformatted Financial Information- Consolidated referred to above, relating to profits, assets and
liabilities and cash flows of the Company is contained in the following annexures to this report:
a. Annexure XII containing the consolidated 'Statements of Assets and Liabilities, As Reformatted' of the
Company as at March 31, 2015, 2014, 2013, 2012 and 2011.
b. Annexure XIII containing the consolidated 'Statement of Profit and Loss, As Reformatted' of the Company
for each of the financial years ended March 31, 2015, 2014, 2013, 2012 and 2011.
c. Annexure XIV containing the consolidated 'Cash Flow Statement - Reformatted' of the Company for each
of the financial years ended March 31, 2015, 2014, 2013, 2012 and 2011.

Collectively referred to as 'Consolidated Financial Information - Reformatted'.

We report that the Consolidated Financial Information - Reformatted have been extracted and prepared
by the Management from the audited consolidated financial statements of the Company. The
Consolidated financial statements of the Company for the year ended March 31, 2015 and March 31, 2014
have been audited by M/s N.K. Bhargava & Co., Chartered Accountants jointly with M/s K.B. Chandna& Co.,
Chartered Accountants; for the year.ended March 31, 2013 and March, 31 2012 by M/s Raj Har Gopal & Co.,
Chartered Accountants jointly with M/s N.K. Bhargava & Co., Chartered Accountants; for the year ended
March 31, 2011 have been audited by M/s Raj Har Gopal & Co., Chartered Accountants jointly with M/s
Mehra Goel & Co., Chartered Accountants; and adopted by the members except for the year ended March
31, 2015. Accordingly, reliance has been placed on the financial information examined by them for the said
years. Based on our examination of these 'Consolidated Financial Information - Reformatted', we state that:
a. These have to be read in conjunction with the Significant Accounting Policies and Notes to Financial
Statements given in Annexure XV and XVI respectively to this report.
b. The figures of earlier years have been regrouped (but not restated retrospectively for change in any
accounting policy), wherever necessary, to conform to the classification adopted for the Consolidated
Financial Information - Reformatted.
c. There are no extraordinary items that need to be disclosed separately in the Consolidated Financial
Information - Reformatted.
d. There are no qualifications in the auditor's report on the Consolidated Financial Statements for the
financial year ended March 31, 2015, however, attention was drawn on note n"o. 18 of Part-C of
consolidated other notes to accounts. It does not require adjustments to the Consolidated Financial
Information - Reformatted.

306
e. There are no qualifications in the auditor's report on the Consolidated Financial Statements for the
financial year ended March 31, 2014, however, attention was drawn on note no. lS.2 of Part-C of
consolidated other notes to accounts. It does not require adjustments to the Consolidated Financial
Information - Reformatted.
f. There are no qualifications in the auditor's report on the Consolidated Financial Statements for the
financial year ended March 31, 2013, however, attention was drawn on note no. 13 of Part-C of
consolidated other notes to accounts. It does not require adjustments to the Consolidated Financial
Information - Reformatted.
g. There are no qualifications in the auditor's report on the Consolidated Financial Statements for the
financial year ended March 31, 2012. It does not require adjustments to the Consolidated Financial
Information - Reformatted.
h. There are no qualifications in the auditor's report on the Consolidated Financial Statements for the
financial year ended March 31, 2011, however, attention was drawn on note no. 13(ii) in Schedule no. 17
(consolidated Notes on Accounts). It does not require adjustments to the Consolidated Financial
Information - Reformatted.

5. In the preparation and presentation of the Standalone Financial Information - Reformatted and Consolidated
Financial Information - Reformatted based on the audited Financial Statements as referred to in paragraph 3
and 4 above, no adjustments have been made for any events occurring subsequent to the dates of the audit
reports specified in paragraph 3 & 4 above.

6. Other Financial Information of the Company


At the Company's request, we have also examined the following information relating to the Company as
at March 31, 2015, 2014, 2013, 2012 and 2011 and for the financial years ended March 31, 2015, 2014,
2013, 2012 and 2011, proposed to be included in the Prospectus, to be approved by the Board of
Directors annexed to this report:
a. Significant Accounting Policies on the Audited Standalone Financial Statements (Annexure IV).
b. Significant Notes to Accounts on the Audited Standalone Financial Statements (Annexure V).
c. Related Party Information (Annexure VI).
d. Statements of Accounting Ratios (Annexure VII).
e. Statement of the Dividend (Annexure VIII).
f. Statement of Tax Shelter (Annexure IX).
g. Capitalization statement (Annexure X).
h. Details of Contingent Liabilities (Annexure XI).
i. Significant Accounting Policies on the Audited Consolidated Financial Statements (Annexure XV).
j. Significant Notes to Accounts on the Audited Consolidated Financial Statements {Annexure XVI).
k. Related Party Information (Consolidated) (Annexure XVII).
I. Statements of Accounting Ratios {Consolidated) (Annexure XVIII).
m. Capitalization statement (Consolidated) (Annexure XIX).
n. Details of Contingent Liabilities (Consolidated) (Annexure XX). ·

307
7. Management Responsibility on the Reformatted Statements and Other Financial Information:
Management of the Company is responsible for the preparation of Reformatted Statements and Other
Financial Information relating to the Company in accordance with section 26(1) (b) of the Act read with
Rule 4 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the SEBI Regulations.
8. Auditors' Responsibility
Our responsibility is to express an opinion on the Reformatted Statements and Other Financial
Information of the Company based on our procedures, which were conducted in accordance with
Standard on Auditing (SA) 810, "Engagement to Report on Summary Financial Statements" issued by the
Institute of Chartered Accountants of India.
9. Opinion
Based on our examination of the Standalone Financial Information - Reformatted and Consolidated
Financial Information - Reformatted, we state that in our opinion, the 'Standalone Financial Information
- Reformatted and Consolidated Financial Information - Reformatted' and 'Other Financial Information'
of the Company mentioned above, as at March 31,2015, 2014, 2013, 2012 and 2011 and for the financial
years ended March31, 2015, 2014, 2013, 2012 and 2011 have been prepared in accordance with Section
26 (1) (b) of the Companies Act, 2013 read with Rule 4 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014, Pursuant to Schedule Ill of the said Act and the SEBI Regulations.
10. We did not perform audit tests for the purpose of expressing an opinion on individual balances or summaries
of selected transactions, and accordingly, we express no such opinion thereon.

11. This report should not, in any way, be construed as a reissuance or re-dating of any of the previous audit
reports nor should this be construed as a new opinion on any of the financial statements referred to herein.

12. This report is intended solely for your information and for inclusion in the prospectus, in connection with the
Proposed Issue of Secured, Redeemable, Non-Convertible bonds, having benefits under Section 10(15) (iv) (h)
of the Income Tax Act, 1961 and is not to be used, referred to or distributed for any other purpose without
our prior written consent.

13. We have no responsibility to update our report for events and circumstances occurring after the date of the
report for the financial position, results of operations or cash flows of the company ·as of any date or year
subsequent to March 31st, 2015.

For M.K. AGGARWAL & CO. For K. B. CHAN DNA & CO.
Chartered Accountants, Chartered Accountants,
Firm Registration No. 01411N Firm Registration No. 00862N
by the hand of by the hand of

~~"71/VV~
CA. Atul Aggarw CA. V.K. Gureja
Partner Partner
Membership No. 099374 Membership No. 016521

Date: 26.08.2015
Place: New Delhi

308
\._

POWER FINANCE CORPORATION LIMITED


--- - ---- - - - --
Statement of Assets & Liabilities
-----
(f In crore)
Note As at As at As at As at As at
Description
Part A 31.03.2016 31.03.2014 31.03.2013 31.03.2012 31.03.2011

----- - - ----
-
I. (1) Share Holders' Funds
(i) Share Capital A-1 1320.04 -1-320:04 1320.02 1319.93 1147.77
-
-(II) Reserves & Surplus A-2 30899.17 26054.5"7 22256.13 18872.18 14034.72
- -- ---
32219.21 27374.61 23576.15 20192.11 15182.49
(2) Non-Current Liabilities -
~-
(i) Long Term BorrOwing A-3 --------
Secured 20786.66 22776.66 6636.67 5361.55 235.36
Un-secured 144186.80 119714.91 114514.19 90505.43 -69748:67
164973.46 142491.57 121150.86 95866.98 69984.03
·---

(ii) D_eferred Tax Liabilities (Net) 189.25 274.22 219.79 87.43 ------
82.97
- --·
{ii_~ <;_>_ther Long Term Liabilities A-4 333.81 3'.1-7.62 539.80 550.64 --- 678.38

(iv} Long Term Provisions ------ A-5 963.61 473.04 162.33 41.98 25.16
~ -----·-
(3) Current Liabilities - - - --
-- -
~-
(i) Short-Term Borrowing --
_A-3
secured 1928.17 0.00 860.55 294.47 0.00
Un-secured 2136.24 1314.49 7849.42 3776.73 6255.59
--
(Ji)
Other Current liabilities
a) Currefi-tMa~(_.!~~ty of Long term Borrowing A-3 ---
Secured 1990.00 0.00 0.00 0.00 0.00
... _, ___
Un-secured 16745.28 15409.00 9612.08 10187.73 9323.50
·--------
b) Other A-4 6660.15 6244.00 5048.30 3783.84 2776.35
(Iv) Short Term Provisions A-5-- 525.23 235.55 209.51 277.74 290.32
29985.07 23203.04 23579.86 18320.51 18645.76
---- . ----
~ -----
Total 228664.41 194164.10 169228.79 136069.65 104598.79
--------· - --
B ASSETS -··· -
(1) Non-current Assets
---·------ ·-----.
ii. (I) Fixed Assets A-6
-··--- ---·--
Tangible Assets .... 104.48 102.31 101.39 98.88 94.73
-·-
Less: Accumulated Depreciation 40.42 34.13 30.83 27.13 22.95
·---
64.06 68.18 70.56 71.75 71.78
··-·-
"--· ·---
Intangible Assets A-6 8.26 7.78 7.87 6.86 4.21
- ~- ·---
Less: Accumulate~ Amortization 6.53 5.33 4.09 2.60 1.56
1.73 2.45 3.78 4.26 2.65
--

Capit0iWOrks in Progre_~~. ----·
A-6 0.00 0.00 0.00 0.45
-- 2.28
--- -
(ii) Non-Current Investments
Trade
A-7
12.00 12.00
. 12.00
-
12.00
12.00
Others 335.28 336.34 ' -
145.66 43.26 37.97
~
- ----

(iii) Long Term Loans A-8


Secured 129622.68 112481.72 81738.47 61097.57 43894.69
Un-Secured 68220.23 56310.39 60785.69 50919.43 43529.08
-
197842.91 168792.11 142524.16 112017.00 87423.77

(iv) Other Non Current Assets A-9 224.72 209.68 376.07 101.43 157.00

(2) Curreii't' Assets -


-- (i) Current Investments A-10 504.04 3.83 3.83 3.83 3.83
- -
(ii) Cash and 'Bank-Balances A-11 5,070.80 60.19 4,753.94 1,988.25 - 2,350.dj
-----
(iv} Short Term Loans A-8 -
Secured 549.88 912.98 ---
1000.00 2267.02 500.00
Un-Secure9 2337.34 1483.08 1416.11 3910.85 1605.77
- --
(Iv) Other Current Assets
--
a) Current Maturity of Long Tern:i_!-oans A-8
Secured - -
10723.51 12620.48 10433.13 7490.49 4300.18
Un-Secured 5588.58 4944.27 4987.48 4380.24 5732.56
·-----

~-
b) Other Assets A-9 5409.56 4718.51 3502.07 2768.82 2398.69
?~.-~_83.71 24,743.34 26,096.56 ?2,809.50 16,891.34

Total 228664.41 194164.10 169228.79
./::/
1~5059.BS
-· __
' ':-· f04598. 79
-.
!

309
POWER FINANCE CORPORATION LIMITED
Statement of Profits &
- .
Losses - -
(~In crore)

Description Note Year ended Year ended Year ended Year ended Year ended
Part A 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

I, Revenue from Operations


·--
(a) Interest A-12 24585.61 20772.81 16755.44 12439.80 9619.27
(b) Other Operating Income A-12 131.33 167.93 160.86 247.61 94:61
(b) Other Financial Services A-12 144.38 381.82 187.07 148.82 258,99
···-
II. Other Income
··-·
Other Income A-13 45.48 15.04 6.42 22.23 32.07

III Total (!+II) 24906.80 21337.60 17109.79 12858.46 10004.94


-------------- ·- ··---
IV. EXPENSES
Finance Costs
-·-- - -
A-14 15438.18 12999.73 10828.32 8286.01 6268.28
r
Bon9 Issue expenses ------ --- .
A-15 31.40 79.09 97.33 196.89 63.05
Employee benefit expenses A-16 85.81 85.11 80.94 72.08 67.09
~- . . Provision for contingencies C-19(8) 842.91 ----469.89 80.85 142.79 31.79
Provision for decline in value of investments C-8 A 0v) 1.66 (0.15) (0.00) (0.02) (0.06)
Depreciation and Amortization expense.~-- --- ----- A-6 6.09 4.93 5.70 5.42 5.05
r--- -- . -
CSR Expences C-28 _,, __ 117.49 63.23 16.30 13.24 11.86
Other Expenses A-17 7.79 77.75- 42.12 38.63 ··13.67
Prior Period Items (net) ____
., A-18 (2.16 <0.29 (8.81' (0.83) 0.07
Total .-- .. ---------
16528.57 13779.29 11142.75 8754.21 6460.80
__ ____
_.

Profit before exceptional and extraordinary Items and tax (Ill-


v. 8378.23 7558.31 5967.04 4104.25 3544.14
IV)
- -----
----· ---·--
Exceptional items
VI. 0.00 0.00 0.00 0.00 0.00
-· ---
------
VII. Profit before extraordlna~ Items and tax (Y'_-Vl} .. ----- 8378.23 7558.31 5967.04 4104.25 --3544.14

- - - -~xtraordinary items 0.00 0.00 0.00 0.00 0.00


VIII,
---· -- -·-·

IX. Profit Before Tax IVll-Viii1 - 8378.23


-·--·-
7558.31 5967.04 4104.25 3544.14
----
x. Tax Expenses ---- -· --- -··
(1) Current Tax
f~~-~!:l!!~nt year 2502.42 2075.81 1543.57 1070.87 898.99
for earlier years ---- 0.46 10.32 !128.49 (2.82) (10.45)
-
2502.88 2086.13 1415.08 1068.05 868.54
-
(2) Deferred :rax liability(+) I Asset(-) (83.98) 54.43 132.36 4.46 36.02
Less(-)!Add(+): Prov_!~ion for fringe benefit tax 0.00 0.00 0.00 0.00 o.oo·
XI. Prof!t (Loss) for the period from continuing operations (IX-X) 5959.33 5417.75 4419.60 3031.74 2619.58

-
I·. . : --
.·· ,,,,-------- --
'
'

310
NOTE - Part A - 1
SHARE CAPITAL
I (~in crore
Description As at As at As at As at As at
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Authorised :
I

200,00,00,000 Equity shares of <10/- each


(Previous year 200,00,00,000 shares of <10/- each)

- 2000.00 2000.00 2000.00 2000.00 -


2000.00

l~sued, subscribed and paid up :


~ ·-
-
132,00,40,704 Equity shares of< 10/- each fully paid-up
(Previous year 132,00, 15,011 equity shares of< 10/- each fully
paid up) 1320.04 1320.02 1319.93 1147.77 1147.77
~ ··--

Add: Nil Equity shares of< 10/•each fully paid-up


(previous year 25,693 equity shares of< 10/- each fully paid-up)
0.00 0.02
·-
0.09 172.16
·--- o.oo
TOTAL 1320.04 1320.04 1320.02 1319.93 1147.77
- - ---
Notes:-
1. During the year, the Company has_ ileither issued nor bO~fJht back any shares.
- ·-
I I
2. The Company has only one class of equity shares having a par value of~ 10/- per share. The holders of the equity shares are entitled to r9-ceive
dividends as declared from time to time and are entitled to voting rights proportionate to their sh~reholding at the meetings of shareholders.
---·--

3. During the year, no shares have been allotted under ESOP scheme. Out of options granted for FY 2009-10, remaining options for 327 equity
shares were not exercised and have lapsed during the year.
-- . - --
-
1. lfif0rmation on Share$ in the company· held by each shareh~older holding more than 5 percent or" paid -up equity share capital :
Name of Holders 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
% of
72.80 72.80 73.72 73.72 89.78
Share
No. of
President of India Shares 960,955,589 960,955,589 973,061,665 973,061,665 1,030,450,000
Held
-
Amount
~in crore) 960.96 960.96 973.06 973.06 1030.45
%of
6.90 7.80 5.77 5.83
-
Share
No. of
Life Insurance' Corporation of India Shares 91,071,654 102,899,599 76,164,471 76,890,731
Held
- ·-
Amount
~in crore) 91.07 102.90 76.16 76.89

- .....
-
Note: AH the notes mentioned above pertain to the Financial Year 2014-15
.· ... ··
·.·...

'

311
)
NOTE -PartA-2

__J_
RESERVES & SURPLUS -- -
I
- - --- . -·-- + --
(t In crore)

As at As at As at As at As at
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
-----~---- -

--------
(AJ Securities Premium Reserve
-
Opening balance 4098.37 4094.50 4092.67 851.10 851.10
-----
Add : Addition during the year 0.00 1.87 1.51 3261.48 0.00
~- --------
Less: Issue Expenses (FPO) 0.00 0.00 <0.32) 19.91 0.00
Total(A) 4008.37 4096.37 4094.50 4092.67 851.10
(BJ Debenture Redemption Reseive
~

Opening balance 546.08 274.85 55.79 0.00 0.00


Add : Transfer from Profit and L~-~~opfiatioo 310.20 271.23 219.06 55.73 0.06
·---
Total(B) 856.28 546.08 274.85 55.79 0.06
(CJ Others

Reserve for Bad & doubtful debts uls 36 (1) (vlia) (c) of
(IJ
Income-Tax Act,1961
---- --- --
Opening balance 1730.44 1"409.01 1158.61 984.88 842.07
Add: Transfer from Profit and Loss Appropriation 387.49 321.43 250.40 173.73 142.4.7
- ---- - -- ---- --
Add : Transfer from Statement of Profit & Loss
{Balance Sheet head) 0.00 0.00 0.00 0.00 0.34

- -- ..... ---- 2117.93 1730.44 1409.01 ~_1~.!J-~ I - 984.88

--
Special Reserve created ufs 36(1)(vlll) of
(Ii)
Income Tax Act, 1961 upto Financial Year 1996-97
-~-~:~ 599.85 599.85 599.85 599.85

----
Special Reserve created and maintained u/s 36 (1) (viii) of
(Iii)
Income Tax Act, 1961 from Fin~!!~!~!.Xf!~_."..1997-98 -- --- '"
Opening balance 8624.46 7139.87 5982.06 5204.32 4574.64
---· --- ·----- - - - - -
Add : Transfer from Profit and Loss Appropriation 1850.10 1464.74 1155.90 776.20 ,,._ 634.32
Add : Tffi0sfer from Surplus* 72.47 37.65 0.00 0.00 0.00
-·-··-
Add: Transfer from General Reserve• 0.00 0.00 1.91 3.57 0.00
··--
Less: Transferred to General Reserve -6.82 -17.80 0.00 0.00 0.00
Add : Transfer from Profit and Loss Appropriation
(B~lance Sheet head) 0.00 0.00 0.00 0.00 0.27
Add : Transfer from Statement of Profit & Loss (Balance ' ----
Sheet head) 0.00 O}X> 0.00 0.00 7.92
Less : Transfer from Profit and Loss Appropriation (Balance Sheet
head)*" 0.00 0.00 0.00 2.03 12.83
--
10540.21 8624.46 7139.87 5982.06 5204.32
-
-
(iv) CSR Reserve
Opening balance
0.00 18.85 0.00 0.00 0.00
-
A~d : Transfer from Profit a-nd Loss Appropriation 0.00 (18.85 18.85 0.00 0.00
-

- 0.00 0.00 18.85 0.00 0.00


~-

~ General Reserve
Opening balance
3594.29 3034.49 2594.40 2_?93.97 2031.97
Add : Transfer fr!?m Profit and Loss Appropriation for the year 596.00 542.00
~ 442.00 304.00 262.00
Add: Transferred from Special Reserve 6.82 1_7.80 0.00 0.00 0.00
Less: Transferred to Special Reserve•
~- 0.00 0.00 1.91 3.57 0.00
4197.11 3594.29 3034.49 2594.40 2293.97
~-
----
(vi) Foreign Currency Monetary Item Translation Difference Ale 1
I
Opening balance -709.21
~- -477.9? -515.41 0.00 0.00
Add: Net addition during the year 328.65 -231.24 37.44 -515.41 0.00
-380.56 -709.21 -477.97 -515.41 0.00
Total(C) 17074.54 13839.83 11724.10 9819.51 9083.02
--

312
(D) Surplus
....

Opening balance ! 7572.29' 6162.68 4904.21 4100.54 3213.39


-- -·- ·- -·

Add : Transfers from CSR and SD Reseive 0.00 18.85 0.00 0.00 0.00
Add : Adjustments during the current year
.. 0

Less: Transfers to Special Reserve ullder lncome Tax Act, 1981


0.00
0.00
72.47
0.00
0.00
37.65
-
0.00
0.00
0.00
0.00
2.03
0.00
0.67
1~
7.92

Less: Transfers to Reserve for Bad & doubtful debts and Special
Reserve under Income Tax Act, 1961 0.00 0.00 0.00 0.00 _Q_,§j
le~_:_ q(>predation on Ufe_~!<P!r~9 ~sse!s*~-------------- · · · - - · 1.92 0.00 0.00 0.00 0.00
Add : Surplus retained from the Profit and Loss Appropriation for the
year 1374.08 1428.41 1258.47 801.64 882.18
-
Total(D) 8871.98 7572.29 6162.68 4904.21 4100.54
-
.
Grand Total (A+B+C+D) 30899.17 26054.57 22256.13 18872.18 14034.72
Note: Profit and Loss Appropriation

As at Asal Asal As at As at
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
I

Profit after tax for the year 5959.33 5417.75 4419.60 3031.74 2619.58

Less : CSR Reserves

Transfer to CSR Reserve (relating to earlier years) 0.00 0.00 16.39 0.00 0.00
' ..
Transfer from CSR Reserve (relating to earler years) 0.00 0.00 9.30 0.00 0.00
Transfer to CSR Reserves (relating to CtJrrent year) 0.00 0.00 11.76 0.00 0.00
~-· -·-··-- - - - - - - - - - · ·- - . _,,
0.00 0.00 18.85 0.00 0.00
Less: Transfer to Reserves
Transfer tcruards Reserve for Bad & Doubtful Debts uls 36(1)(viia)(c)
of Income Tax Act, 1961 387.49 321.43 250.40 173.73 142.47
Transfer to Special Reserve ueated and maintained uls 36(1)(viii) of
Income Tax Act, 1961 1850.10 1464.74 1155.90 776.20 634.32
Debenture Redemption Reserve 310.20 271.23 219.08 55.73 0.06
General Reserve 596.00 542J)Q 442.00 304.00 262.00
-··
3143.79 2599.40 2087.36 1309.66 1038.85
Less: Dividend & Corporate Dividend Tax

Interim Dividend 1122.04 1161.64 792.01 659.97 401.72


- -··· -··- -- ------ ---··
Proposed Final Dividend 79.20 26.40 132.00 132.00 197.99
- - · -·--
Corporate Dividend Tax on Interim Dividend 224.10 197.41 128.48 107.08 66.72
Proposed C0<p0rate Dividend Tax 16.12 4.49 22.43 21.41 32.12
. - ------

1441.46 1389.94 1074.92 920.44 698.55


-··

Total 1374.08 1428.41 1258.47 801.64 882.18


1 Upto FY 2012-13, balance in FCMfT account was shol•m on the asset side of the balance sheet, as a sepa~te line item. FY 2013-14 ornuards, balance
in FCMIT account was sll-0',om 9n the "Equity and Uabllitiesu side of the balance sheet under the head "Reserve and Surplus~, as a separate fine item.
Accordingly regrouping of balance in FCMIT account has been done for earlier years as well.
-
•Transferred lo match the deduction claimed as per the lllCOme tax return for the Assessment Year 2014-15.
-------
•• Depreciation Adjustment in surplus account on life expired assets as per Companies Act, 2013. (Refer Note No. 35 of Part-C- Other _J-:
Notes on Accounts) __ .-- .:."·--------
. ···
j
...
Note: AD the notes mentioned above pertain to the Financial Year2014-15 .

313
BORROWING ------+---+----+----t----f-- ---+----+---~~
in crore
As at
Description Asal 31.03.2014 As al 31.03.2013 As at 31.03.2012 As at 31.03.2011
31.03.2015
Non- Non-
Current Non-Current Current Non-Current Current Non-Current Current Current
Current Current
A.
t-+-~,.~..
Long Term Borrowing
s~e~c~u~,.~d~-~-------- --- - --t-----1
1-+--+ - ,---· --- - - - - - - - - - - - t - - - - t - - - - + - - - - t ·
-t--+--+~B-o-nd~s------------+-~-- - · - - - - + - - - - t - - - - t - - - - + - - - - l · · - - - t - - - - + - - - + - - ---- -
1--+---+--F-~~-------. - - - - - t - - - - t - - - - + - - - - t - - - - 1 - - - - - + - - - - + - - - - - t - - - - + - ---+----t
Infrastructure Bonds o.oo 361.55 o.oo 361.55 o.oo 361.55 o.oo 361.55 -o.oo 235.36
__-_-_-_-_-_-_-_-_-_-_-_-_-1_,_-_-_-_-_c~o-;_.o-;_o'=,+:_-:_-;_1-1~2-;_7~5-;__1~1:-:_-:_-:_-:_o-:_.-o~o~+:_-:_1-:_1~2~-7~5·~--1~c1, ____ ___Q.~o._,__6~2~7~5~.1~2+-_~o~.o~o.,__~5~0~00=.oco•'---o~_~o~ot---0-.0--10
Tax Free Bonds--
Other Bonds
__ -_-
1,990.00 9150.00 o.oo 11140.00
1 o.oo o.oo o.oo o.oo o.oo o.oo
Sub- Total (I) 1,990.00 20,786.66 0.00 22,776.66 0.00 6,636.67 0.00 5,361.55 0.00 235.36
-~-t~-d---~-----------+----t--
11. unsecured
.. -1----+-------1----1-----1---+---+- --------

t-+---+~-1-=-~- -
a) Bonds~~~~-~------+~~~c--1~~~
Other Bonds I Debentures 10,235.10 ~~?)581.32 10399.90 89528.17 3,262.90 95,434.62 9753.90 68804.414 5360.18 50519.46
Bonds Guaranteed by the Government
of India 0.00 o.oo 0.00 0.00 0.00 o.oo 0.00 0.00 22.00 0.00
=~=---~~~~c:s~~u-~bo-C'-,"'d~i~no-a-t~e~d~~~D~e~b~t-_~_-_-_-_-_-_-_-_-_-___ ,_ o.oo 3,800.00 o.oo 3800.00 ·. --·- o.oo o.oo o.oo 0.00 1 --~o~.o~o+---o-.o-o~
.. ·t--+---tc-F_or_e~ig~n_C_u_r_re_n_cy~N_o_te_s_ _ .___ .____+--'o".o"'o'-l----'1~,1"3"'5".0"'B+---"o..,,o"-ol-~100000B,,B.00B"21-_o:o."-oo"-+--"9"-B6"'.-'40"-+----'o".o"'o'+--'9"27"."5-'41---"o".o"o-t--8"-1"2".5"'2'l
10,235.10 127,516.40 10,399.90 94,416.99 3,262.90 96,421.02 9,753.90 69,731.98 5,382.18 51,331.98
--1---------------lf----+-----+----j----+----t----+----+----t-----t----t
b) Foreign Currency Loans
l-+---+--1---- ····-·--1----+-----t----+--
Fore Ign Currency Loans from Foreign
banks/ Institutions (Guaranteed by the
Govt. of 1ndia ) 22.07 __2_1~9~.2_Bt-_2_4._57-+-_2_6_5_.3_6+-~1-'-9~.98. 17.71 262.03 77.82 253.72
I-+---+--- ~---­ 251.49 --1----+------t
Syndicated Foreign Currency Loans from
banks /Institutions 2029.11 6325.12 3674.53 3872.56 O00 6946 68 0.00 4176.92 0.00 3637.91
t--+---+-+F-o-re_i_gn~Cur-re_n_cy~Lo_a_n_sc(-F~C~N~R-(_B_)f-ro-m-t-~=~+---~~--t---+----+--~·c.. . --+---+-----t
t-t--+---tb_a_nk_•~)- o.oo o.oo o.oo o.oo 219.20 o.oo 206.12 0.00 0.00 180.56

2051.18 6544.40 3699.10 4137.92 239.18 7198.17 223.83 4438.95 77.82 4072.19

-f--+---t---------------t----+-----t---
c} Rupee Term Loans
- - - - - - - - - - - - - + - - - - - - - - t - - - - + - - - - + - - - - 1 - - - - + - - - - + - - ---+----!----+-
Rupee Term Loans (From Banks)
1--+---t---·. - - - - - - - - - - - - - - - 4459.00 10126.00 810.00 21160.00 4480.00 10895.00 210.00 14704.50 3863.50 13214.50
Rupee Term loans (From Financial
1-+--+--+1_n_su_·1u_ti_o_~~),_ _ _ _ _ _ _ _ _+-~.,.,;0~.07 01-~.,.,;o~.07
ol-~5~0~o.7
00=+-~~o~.o~o+-~16~3~o~.o7
ol-~~o~.oo~_="'o~.o~o+..,~16~3~0~.o~ol-""'~o.~oo=+-~1~1~30C'.o~o~
4459.00 10126.00 1310.00 21160.00 6110.00 10895.00 210.00 16334.50 3863.50 14344.50

Sub· Total (II) 16745.28 144186.80 15409.00 119714.91 9612.08 114514.19 10187.73 90505.43 9323.50 69748.67
-+----+-----+----!----+-
B. Short Term B~o"r-'ro~w=ln~g~----­
~upie Term Loans
1 - - - - - - - - - - -----+----t---·~---i----j----1.
~',--

I. sec-ured
Loa-n--a-gaci-ns-lcF~D----- 1,928.17 0.00 0.00 0.00 860.55 0.00 294.47 0.00 0.00 0.00
--+---+~f---~-··_sub-:T.,ot~a~l(crll_ _ _ _J-_1=9~2s=.1~1+---"o.=o~of--'o~.o=o+-_-:o~.0=01-~"~60=.5=5+-__o=.o=o+--:2=9~4·=47'+---:o~.0=01--o=.o=o+-_=o.=004
Unsecured
... --c-~~-~-~-

Rupee Term Loans fron:i_B_a_n_ks~---+--~O.OO+ ___O_.O_O-t-_ _ 0._0_0+-__o_~·0~0+-~"0~."00'+---0(1. ~000, _ c0~. 0~o_,__~0c.O~O-t-~2~1~00~.7


0 1 0 00
00ct-
- _ 0.00
Commercial Paper 2136.24 0.00 1314.49 _9.00 4890.20 0.00 1914.55 0.00
Working Capital Demand loan I OD I
cc / loan against FD / une of .,c,.re,_d..,it~+-~~oco.000"0l--~o".o"o:+-~7o7.~oo=+-_ _o='."oo:;+--:2°'9"'5"°9".2°'2+-_--=o~.o'Oot-~37"7-'6:':.7°'3:+---Co='."oo::+--02"2°"4°'1.°"04*_---'o-C.ocoto
- -- Sub· Total (I~-_··_·_ __,__2_1~36~-_24-+-_ _o_.o_o-+-_1_31_4_.4_9+-_ _ o._oo-+-_7_6_49_.4_2-+-_ _o_.0_01-3-1_7_6._73-+-__o_.o_o_,__6_25_5_.5_9+-__o_.o_,o

=~---t--+----~To~tc~~l:~,~~)+(B) _____,e-c2~2~,7~99~·~69..,__16~,973.46 16,723.49 142,491_.~7_ 18,322.05 121,150.86 14,258.93 9Ji,866,J}8 15,579.09 69,?8~3
1
.··

314
ll<>leS!•
Details of lrifra.Sfructure Bonds outstandfnn as at 31.03.2015 are as follows:
Rate of

,•.
Date of Amount Date of
Bond Series Interest Redempl!on detalls Nature of security
allotment (' Jncrorej Redemption

On exercise of pot optOO by


Infrastructure
BOO<"
boodOO:-Oers, redeemab:e at par. on a date,
fa\\'og seven ~·ears an-d one day from the
""'
t 21.11.2011 8.75% 3.23 22-Nov-18
(2011-12) da~e of allotment; otherwise , redeemab:e
Series-HI at par on a date fafulg fifteen years from
the dale of a':ootrnent Socwod by frrst pali-passu charga on total
receivab:as Of Company (exducf<19 tho"
On exercise of by
oplion the ""'
rece;vab!es oo Yrilich specific charge a'1eady

Infrastructure
""'
boodholders, redeemable at par >>\th ?"eated) .a~oog v,ith _first pali- P:8ssu char~ on
cumu\atlve interest compourided annua'iy, 1mmovab.e property situated at Gu:ndy,Cherma1
Bon<" on a date, fa!fog seven years and one day
2 21.11.2011 8.75% 8.83 22-Nov-18
(2011-12) from the date of a!<otment; otherv.ise ,
Series - IV redeemab!e at par v.ilh cumu'.atlve interest

-
compounded annua~. on a date fa~irlg
fifteen years from the date of a!otmenL

On exerose of put by
Infrastructure
Bond•
bondholders, redeemab!e at par, on a date,
fa\f:og seven years arid one day from the
""'
3 31.03.2011 8.50% 6.13 1-Ap<-18
(2010-11) date of allotment; other.\ise , redeema!)!e
Series-3 at par on a date fa'Jog fifteen years from

-
the date of a!otmenl
Secured by charge on specific book debt of °"
3,485.79 crore as on 31.03.2015 of the Company
On exerdse of put
boodllolders. redeema~e ,, by the along Yrilh f.rst charge on immovab!a property
Yr\th situated at Jangpura, Ne-« Delhi

4
Infrastructure
Bond•
31.032011 8.50% 22.75 1-Apr-18
"''
Cl..lfll!},atlve interest compounded armua~'y.
on a date, falfog seven years and one day
(2010-11) from the date of a'kltment; otherv.ise ,
Series-4 redeemab~e at par with cumu\a~ve interest
~oded annua'ly, on a date fa'fng
fifteen years fron:i the date of a!otmenL

On exercise of put option by


Infrastructure
bondholders, redeemab!e at par, on a date.
fa\fog six years and one day from the date
""'
5 Bond• 30.032012 8.72% 0.95 31-Mar-16
86 C Series of afutmenl; o!herv.'isa , redeemable at par

-
on a date fa\~ fifteen years from the date
of a!otmenl Secu<ed by first pari-passu charge of present arid
future rece.'vabres (excluding those receivab:Ss
v.tiich are speciftca'fy charged for infra bond issue
On exercise of put by the dl!ring the FY 2010-11) along v.\th fifst pari passu
boodllo:ders, redeamab~e

-· " '" v,\th charge on lmrnovab~e property situated at Guindy,


ClJlliUlatlve interest compounded annua\'y, Chennai
Infrastructure
on a date, fa1:og Six )"ears and one da~
6 30.03-2012 8.72'{; 2.75 31-Mar-18
from the date of a'kltment; otherv.ise ,
86 D Series
redeemable at par v.ilh cumtlatlve interest

-
compounded annoa'ly, on a date fa\'l"ng
fifteen years from the date of a!otment

On exercise of put by
Infrastructure
boodho'.-Oers, redeemab!e at par, on a date.
falfflQ fove years and one day from the date
""'
7 Bond• 30.032012 8.43% 904 31-Mar-17
or a!olment; otherv.ise , redeemable at par
86ASeries
on a date faliog ten years from the date of
ariotment Secured by f11st parl-passu charge of present and
Mure rece;vatlces (exc!U<fng those rece.'vab!es
v.n:cti are speciflcally charged for infra bond issue
On exercise of put option by the during the FY 2010-11) along with first pari pasw
bondho!<lers, redeemab!e at par with charge on immovable property situated at Guiody,

6

Infrastructure

86 BSeries
30.03.2012 8.43% 17.81 31-Mar-17
cumu'.atlve interest compounded annuafy, Chenna.L
on a date, falling f.ve years and one day
from the date of a!-Otmenl otherv.ise ,
redeemab'.e at par With cumu'ative interest

-
compounded annuafy, on a date falfng ten
years from the date of a'kltrnenl

On exercise of put by
Infrastructure
Bond•
boodho!-Oers, redeemab!e at par, on a date,
falfog five years and one day from the date
""
9 21.11.2011 8.50'to 32-43 22-Nov-16
(2011-12) of a"eolment; otherv.ise , redeemab:e at par

-
Series-I on a date fa\'i"og ten years from the date of
a!Qtrnenl Socwod by first pafi.passu oMCge on total
rece.'vab!es of the Company ( exduding those
receivatt.es oo v.tiich specif.c ctiarge a'roady
On exercise of
""' by
""'

bondho.'<lers, redeemab!e at par v.1Tu created) along v.ith first pali- passu charge on
Infrastructure cumuiative interest compounded annuafy, immovab!e property sltuated at Guindy,ChennaL
on a date, fat~ng fove years and one day
10 21.11.2011 8.50% 51.15 22-Nov-16
(2011-12) from the date or allotment; otherwise ,
Series-II redeemable at par Wlth cuffi!Jative interest
compounded annually, on a date fafulg ten
years from the date or a'lotmenl

On exerOse of by
Infrastructure
Bond•
""' "'""
boodllo!ders, redeema~e at par, on a date,""'
fa1fng fiVe years and one day from the date
tt 31.032011 8.30"1; 6$.60 1-Apr-16
{2010-11) of a~lment; otherv.'ise , redeemable at par

-
Series-1 on a date fa'i'ing ten years from the da!e or
arotment
Secured by charge oo spec;f.c book debt of ~
3,485.79 crore as on 31.03.2015 of the Company
On exercise of
~· a!ong
by

Infrastructure
""'
boOOholders, redeemab!e at par \\\th
cumulative interest compounded annuafy
v.ilh f.rst charge on immovable property
situated atJar.gpura, New De:ttl

Bond• on a date. fat~ng fove years and one day


12 (2010-11)
31.03.2-011 8.30% 139.68 1-Apf-16
from the date of a'lotmen~· otherMse ,
Series-2 redeemab:e at par viJ!h cumu!atlve interest
compounded annually, on a date fa~:og ten
years from the date of a'\otmenL
. · .
Total 361.66 . . J

~r- ' ····• ~/-,


. ,/. ,,;:r•"'' '
~/ '

315
Details of Tax Free Bonds outstanding as at 31.03.2015 are as follows:
Date of Rate of Amount Date of
Bond Si:!rles Nature of Security
allotment Interest p.a. Ct in crore) Redemption
Total book debts of the Company {excluding the book
Tax Free Bonds (2013-14) - debts on which specific charge has already been
13 16-11-2013 8.67o/o 1,067.38 16-Nov-33
Series 3A created), limited to the extent of payment I repayment of
the bonds induding interest, additional interest, cost
and expenses and all other monies what so ever
Tax Free Bonds (2013-14) - payab!e I repayable by the Company to the
14 16-11-2013 8.92o/o 861.96 16-Nov-33
Series 38 Bondholders and I or others under I pursuant to the
transaction documents.
Total book debts of the Company (excluding the book
Tax Free Bonds (2013-14) - debts on wtiich specific charge has already been
15 16-11-2013 8.54o/o 932.70 16-Nov-28
Series 2A created), limited to the extent of payment I repayment of
the bonds including interest, additional interest, cost
and expenses and all other monfes \•ihat so ever
Tax Free Bonds (2013-14) - payable I repayable by the Company to the
16 16-11-2013 8.79o/o 353.32 16-Nov-28
Series 28 Bondholders and I or others under I pursuant to the
transaction documents.

First pari passu charge on total receivables of the


Company, excluding the Receivables on \'lhich specific
charge has already been created by the Company,
Tax Free Bonds Series limited to the extent of payment/repayment of the
17 30-08-2013 8.46% 1,011.10 30-Aug-28
107 8 Bonds including interest, additional interest, cost and
expenses and all other monies \'lhatsoever payable I
repayable by the Company to the Bondholders and/or
others under I pursuant to the Transaction Documents.

Tax Free Bonds (2012-13)


18 28-03-2013 7.04o/o 3.40 28-Mar-28
tranche - II - Series ll Secured by first pari-passu charge on total receivables
of the Company (excluding those receivables on which
specific charge already created)
Tax Free Bonds (2012-13)
19 28-03-2013 7.54% 65.81 28-Mar-28
tranche - ll - Series II

Tax Free Bonds (2012-13) Secured by first pari-passu charge on total receivables
20 04-01-2013 7.36°/o 141.88 4-Jan-28
tranche - I - Series II of the Company (excluding those receivables on which
specific charge already created) along \'lith first pari-
passu charge on immovable property situated at
Guindy,Chennai.
Tax Free Bonds (2012-13)
21 04-01-2013 7.86% 215.12 4-Jan-28
tranche - I - Series II

First pari passu charge on the Immovable Property


22 Tax Free Bonds Series 95 B 29-11-2012 7.38% 100.00 29-Nov-27 situated at Chennai.
Al! present and future receivables/ loan assets of the
Company, together With the underlying security,
excluding the receivables on which specific charge has
23 Tax Free Bonds Series 94 B 22-11-2012 7.38% 25.00 22-Nov-27 already been created by the Company.

Secured by first pari-passu charge on total receivables


of the Company (excluding those receivables on v1hich
Tax Free Bonds(2011-12)
24 01.02.2012 8.30% 1,280.58 1-Feb-27 specific charge already created) along with first pari-
tranche -I - Series II
passu charge on immovabli;i; property situated at
Guindy,Chennai. . .. . '

,,,..
'

316
Tax Free Bonds Series Secured by first pari-passu charge of present and future
25 25.11.2011 8.16% 209.34 25-Nov-26
80 B receivables (excluding those receivables which are
1--+-----------+------<----+-----1-------<specifically charged for infra bond issue during the FY
2010-11) along \vith first pari passu charge on
Tax Free Bonds Series
26 15.10.2011 7.75% 217.99 15-0ct-26 immovable property situated at Guindy, Chennai.
79 B

Total book debts of the Company (excluding the book


Tax Free Bonds (2013-14) - debts on vlhich specific charge has already been
27 16-11-2013 8.18% 325.07 16-Nov-23
Series 1A created), limited to the extent of payment I repayment of
1 - + - - - - - - - - - - + - - - - - - < - - - - - J - - - - - 1 - - - - - - - < t h e bonds including interest, additional interest, cost
and expenses and all other monies \•/hat so ever
Tax Free Bonds (2013-14) - payable I repayable by the Company to the
28 16-11-2013 335.47 16-Nov-23
Series 1B Bondholders and I or others under I pursuant to the
transaction documents.

First pari passu charge on Total receivables of the


Company, excluding the Receivables on vlhich specific
charge has already been created by the Company,
Tax Free Bonds Series limited to the extent of paymenVrepayment of the
29 30-08-2013 8.01% 113.00 30-Aug-23
107 A Bonds including interest, additional interest, cost and
expenses and all other monies \'lhatsoever payable I
repayable by the Company to the Bondholders and/or
others under I pursuant to the Transaction Documents.

Tax Free Bonds (2012-13)


30 28-03-2013 6.88% 48.37 28-Mar-23
tranche - II - Series I
Secured by first pari-passu charge on total receivables
1 - + - - - - - - - - - - + - - - - - - - i l - - - - + - - - - t - - - - - - - < o f the Company (excluding those receivables on which
specific charge already created)
Tax Free Bonds (2012-13)
28-03-2013 7.38% 47.78 2B·Mar-23
tranche - II - Series I

Tax Free Bonds (2012-13)


32 04-01-2013 7.19°/o 179.04 Secured by first pari-passu charge on total receivables
tranche - 1- Series I
of the Company (excluding those receivables on which
1 - + - - - - - - - - - - - t - - - - - - 1 - - - - + - - - - t - - - - - - - < s p e c i f i c charge already created) along \'lith first pari-
passu charge on immovable property situated at
Guindy,Chennai.
Tax Free Bonds (2012-13)
33 04-01-2013 7.69% 163. 71 4-Jan-23
tranche - I - Series I

First pari passu charge on the lmmovable Property


34 Tax Free Bonds Series 95 A 29-11-2012 7.22%) 30.00 29-Nov-22
situated at Chennai.
All present and future receivables/ !Oan assets of the
1--+----------+------1-----+-----+-------1Company, together with the underlying security,
excluding the receivables on which specific charge has
35 Tax Free Bonds Series 94 A 22-11-2012 7.21% 255.00 22-Nov-22 already been created by the Company.

Secured by first pari-passu charge on total receivables


of the Company ( excluding those receivables on which
Tax Free Bonds(2011-12)
36 01.02.2012 8.20o/o 2,752.55 1-Feb-22 specific charge already created) along with first pari-
tranche -I - Series I
passu charge on immovable property situated at
Guindy,Chennai.

Secured by first pari-passu charge of present and future


Tax Free Bonds Series
37 25.11.2011 8.09% 334.31 25-Nov-21
receivables (excluding those receivables \Vhich are
BOA
specifically charged for infra bond issue during the FY
1--+--T-a_x_F_r_e_e_B_o_n_d_s_S_e_ri_e_s_+------<----+-----1-------<2010-11) along \vith first pari passu charge on
38 A 15.10.2011 7.51o/o 205.23 15-0ct-21 immovable property situateg_at-Guin_dy, Chennai.
79
Total 11,275.11 .
..

317
The details of Taxable Bonds (Secured) outstanding as at 31.03.2015 are as follows:
Date of Rate of Amount Date of
Bond Serles Nature of Security
allotment Interest p.a. (tin crore) Redemption
First pari passu charge. on total receivables of the
Company, excluding the Receivables on which specific
39 Taxable Bonds Series 112 C 31.01.2014 9.70o/o 270.00 31-Jan-21 charge has already been created by the Company,
limited to the extent of paymenVrepayfT\ent of the
Bonds including interest, addiUonal interest, cost and
expenses and all other monies \•lhatsoever
40 Taxable Bonds Series 112 B payable/repayable by the Company to the Bondholders
31.01.2014 9.70% 270.00 31-Jan-20
and/or others under/pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
' charge has already been created by the Company,
limited to the extent of paymenVrepayment of the
41 Taxable Bonds Series 113 03.03.2014 9.69% 2,240.00 3·Mar-19 Bonds including interest, additional interest, cost and
expenses and all other monies whatsoever
payabletrepayable by the Company to the Bondholders
and/or others under/pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
.
Company, excluding the Receivables on \•lhich specific
charge has already been created by the Company,
limited to the extent of paymenVrepayment of the
42 Taxable Bonds Series 112 A 31.01.2014 9.70% 270.00 31-Jan-19 Bonds including interest, additional interest, cost and
expenses and all other monies whatsoever
payable/repayable by the Company to the Bondholders
and/or others under/pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
charge has already been created by the Company,
limited to the extent of paymenVrepayment of the
43 Taxable Bonds Series 109 07.10.2013 9.81o/o 4,500.00 7-0ct-18 Bonds including interest, additional interest, cost and
expenses and all other monies \'lhatsoever
payablefrepayable by the Company to the Bondholders
and/or others under/pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
charge has already been created by the Company,
Taxable Bonds Series limited to the extent of paymenVrepayment of the
44 27.09.2013 ~.80% 1,600.00 27-Sep-16
108 Bonds including interest, additional interest, cost and
expenses and all other monies whatsoever payable J
repayable by the Company to the Bondholders and/or
others under I nursuant to the Transaction Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
charge has already been created by the Company,
limited to the extent of paymenUrepayment of the
Taxable Bonds Series
45 05.12.2013 9.58o/o 1,990.00 5-Dec-15 Bonds including interest, additional interest, cost and
110
expenses and all other monies whatsoever
payable/repayable by the Company to the Bondholders
and/or others under/pursuanl: .. ;to"'·~··the. Transaction
,' ..'._ ......... '. '
Documents.
Total 11,140.00 . .. ···. 0

318
46. Zero Coupon unsecured Taxable Bonds 2022-XIX Series of< 410.42 crore (previous year< 379.67 crore) are
redeemable at face value of< 750.00 crore on 30.12.2022 [net of Unamortized Interest of< 339.58 crore (previous year
< 370.33 crore )].

47. Details of other Unsecured Taxable Bonds as on 31.03.2015 are as follows:

Coupon Date of Amount


Bond Series
Rate Redemption ('I' In crore)
1 71 - C Series 9.05% 15-Dec-30 192.70
2 66 - C Series 8.85% 15-Jun-30 633.00
3 Series 118-8-111 9.39% 27-Aug-29 460.00
4 103 Series 8.94% 25-Mar-28 2,807.00
5 102 -A (Ill) Series 8.90% · 18-Mar-28 403.00
6 101 - B Series 9.00% 11-Mar-28 1,370.00
7 77- B Series 9.45% 1-Sep-26 2,568.00
a 76- B Series 9.46% 1-Aug-26 1,105.00
9 71 - B Series 9.05% 15-Dec-25 192.70
10 66 - B Series 8.75% 15-Jun-25 832.00
11 66- B Series 8.75% 15-Jun-25 700.00
12 65 - Series 8.70% 14-May-25 1,087.50
13 65 - Series 8.70% 14-May-25 250.00
14 64 - Series 8.95% 30-Mar-25 492.00
L----L--'-'------------------------1--'-'~~-l--~~~~-1-------1
, __ c_15-'-S_e_r_ie_s_1_3_1-_c_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _-1-_8~-~41~'*~•_ _,____
2_7-_M~a~r-~2~5+-_ _5~,_o_oo_._oo_,
16 63 - Series 8.90% 15-Mar-25 184.00
17 Series 128 8.20% 10-Mar-25 1,600.00
18 62 - B Series 8.80% 15-Jan-25 1, 172.60
19 Series 126 8.65% 4-Jan-25 5,000.00
20 Series 125 8.65% 28-Dec-24 2,826.00
21 61 - Series 8.50% 15-Dec-24 351.00
22 Series 124-C · 8.48% 9-Dec-24 1,000.00
23 Series 120-A 8.98% 8-0ct-24 961.00
24 Series 120-8 8.98% 8-0ct-24 950.00
-·-··--'---1-----------------------1---"=C.:....--l--~-'--"=-1---~~-'-'
25 Series 118-8-11 9.39% 27-Aug-24 460.00
26 Series 117-8 9.37% 19-Aug-24 855.00
21 57 - B Series 8.60% 7-Aug-24 866.50
28 85 - D Series 9.26% 15-Apr-23 736.00
29 102 -A(ll) Series 8.90% 18-Mar-23 403.00
30 102 - 8 Series 8.87% 18-Mar-23 70.00
31 100 - B Series 8.84% 4-Mar-23 1,310.00
32 92 - C Series 9.29% 21-Aug-22 640.00
33 91- B Series 9.39% 29-Jun-22 2,695.20
34 88- C Series 9.48% 15-Apr-22 184.70
35 Series 124-8 8.55% 9-Dec-21 1,200.00
36 Series 123-C 8.66% 27-Nov-21 200.00
37 78- B Series 9.44% 23-Sep-21 1,180.00
3B 76-A Series 9.36% 1-Aug-21 2,589.40
39 Series 115-111 9.20% 7-Jul-21 700.00
40 75- C Series 9.61% 29-Jun-21 2,084.70
41 74 Series 9.70% 9-Jun-21 1,693.20
42 XXVlll Series 8.85% 31-May-21 600.00
. 43 73 Series 9.18% 15-Apr-21 1,000.00
44 72 - B Series 8.99% 15-Jan-21 1,219.00
45 71 -A Series 9.05% 15-Dec,,20 192.70
46 70 Series 8.78% 15.cNov '.lo 1,549.00
47 68-B Series • 8.70% . ... 15-Jt - o 1,424.00

319
48 66 -A Series 8.65% 15-Jun-20 500.00
49 65 - Series 8.70% 14-May-20 162.50
50 65 - Series 8.70% 14-May-20 1,175.00
-
51 Series 131-B 8.38% 27-Apr-20 1,350.00
------
52 Series 130-C 8.39% 19-Apr-20 925.00
-
53 Series 130-B 8.42% 18-Apr-20 200.00
-
54 85 - C Series 9.30% 15-Apr-20 79.50
L _ _ _ ______
55 64 - Series 8.95% 30-Mar-20 492.00
66 87 - D Series 9.42% 20-Mar-20 650.80
57 63 - Series 8.90% 15-Mar-20 184.00
58 100 - A Series 8.86% 4-Mar-20 54.30
59 Series 127 8.36% 26-Feb-20 4,440.00
60 99 - B Series 8.82% 20-Feb-20 733.00
61 62 -A Series 8.70% 15-Jan-20 845.40
62 61 - Series 8.50% 15-Dec-19 351.00
L _ _ _ ____
63 Series 124-A 8.52% 9-Dec-19 1,220.00
64 Series 123-B 8.65% 28-Nov-19 836.00
~

1 year
65 60 - B Series INCMTBMK
~.
+ 179 bps 20-Nov-19 925.00
66 Series 122 8.76% 7-Nov-19 1,000.00
67 Series 121-B 8.96% 21-0ct-19 1,100.00
68 59 - B Series 8.80% 15-0ct-19 1,216.60
69 Series 119-B 9.32% 17-Sep-19 1,591.00
70 Series 118-B-1 9.39% 27-Aug-19 460.00
71 57 - B Series 8.60% 7-Aug-19 866.50
72 series 115-11 9.15% 7-Jul-19 100.00
73 90 - B Series 9.41% 1-Jun-19 391.00
74 98 (Ill) Series 8.72% 8-Feb-19 324.00
75 82- C Series 9.70% 15-Dec-18 2,060.00
76 52 - C Series 11.25% 28-Nov-18 1,950.60
77 51 - C Series 11.00% 15-Sep-18 3,024.40
78 XLIX - B Series 10.85% 11-Aug-18 428.60
79 XLVlll - C Series 10.55% 15-Jul-18 259.70
'------·--

L _ _ _ _____ 80 Series 130-A 8.40% 19-Jun-18 1,175.00


81 Series 129-A 8.29% 13-Jun-,18 980.00
82 Series 129-B 8.29% 13-Jun-18 100.00
83 XLVll - C Series 9.68% 9-Jun-18 780.70
84 104 - B Series 8.30% 15-May-18 351.00
85 Series 131-A 8.34% 27-Apr-18 100.00
86 102 - A(I) Series 8.90% 18-Mar-18 403.00
87 101 - A Series 8.95% 11-Mar-18 3,201.00
~ ..
88 99 -A Series 8.77% 20-Feb-18 2.00
L___"_

89 98 (II) Series 8.72% 8-Feb-18 324.00


~.

90 72 -A Series 8.97% 15-Jan-18 144.00


91 XL- C Series 9.28% 28-Dec-17 650.00
----

92 Series 123-A 8.50% 28-Nov-17 1,075.00


~.

93 XVIII Series 7.87% 13-Nov-17 25.00


94 Series 121-A 8.90% 21-0ct-17 1,500.00
95 93 - B Series 8.91% 15-0ct-17 950.00
96 XVII Series 8.21% 3-0ct-17 25.00
-
··.
97 Series 118-A 9.30% 27-Aug'.17 2,160.00
.•

98 92 -A Series 9.01% 21'Aua-.17 50.00


...
..
~,___,_,,
,~
'
~(

320
99 92 - B Series 9.27% 21-Aug-17 1,930.00
.
100 Series 117-A 9.32% 19-Aug-17 1,311.00
101 Series 115-1 9.11% 7-Jul-17 1,650.00
102 91 - A Series 9.40% 29-Jun-17 107.50
.
103 90 -A Series 9.61% 1-Jun-17 537.90
----
104 XIII Series 9.60% 24-May-17 65.00
105 XXXV Series 9.96% 18-May-17 530.00
106 XIII Series 9.60% 16-May-17 125.00

107 89 -A Series 9.52% 2-May-17 165.00


- .

108 XXXIV Series 9.90% 30-Mar-17 500.50


109 XXXlll - B Series 9.90% 22-Mar-17 561.50

110 87 - B Series 9.72% 20-Mar-17 23.00


---
111 84 Series 9.33% 17-Feb-17 1,521.20
- .

112 98 (I) Series 8.72% 8-Feb-17 324.00


113 82 - B Series 9.64% 15-Dec-16 825.00
'
114 XXXI - A Series 8.78% 11-Dec-16 1,451.20
' .
115 XVIII Series 7.87% 13-Nov-16 25.00
-
116 XVII Series 8.21% 3-0ct-16 25.00
117 XXIX -A Series 8.80% 7-Sep-16 250.00
118 77-A Series 9.41% 1-Sep-16 1,083.60
119 Series 116 9.16% 31-Jul-16 1,885.00
120 75 - B Series 9.62% 29-Jun-16 360.00
121 106 - B Series 8.27% 25-Jun-16 3,033.00
122 104 - A Series 8.35% 15-May-16 4,000.00
'
123 XXVll - A Series 8.20% 17-Mar-16 1,000.00
' --
124 XXVI Series 7.95% 24-Feb-16 1,261.80
' -
125 XXV Series 7.60% 30-Dec-15 1,734.70
126 52 - B Series 11.30% 28-Nov-15 5.80
127 XVIII Series 7.87% 13-Nov-15 25.00
128 Series 119-A 8.95% 17-0ct-15 550.00

129 XVII Series 8.21% 3-0ct-15 25.00
'--·
130 50 - C Series 10.70% 25-Aug-15 80.80
'----··
131 68 -A Series 8.25% 15-Jul-15 147.00
'---- -
132 106 - A Series 8.29% 25-Jun-15 1,250.00
133 65 - Series 8.70% 14-May-15 1,337.50
134 89 - B Series 9.46% 2-Mav-15 2,056.00
'----·
135 88- B Series 9.66% 15-Apr-15 100.20
-
136 85 -A Series 9.51% 15-Apr-15 661.30
1-. ~
.
Total 132,406.00
'--·--
48. As at 31.03.2015, Bonds of< 7.40 crore (previous year< 6.90 crore) are held by PFC Ltd. Employees Provident
Fund Trust and Bonds of< 0.50 crore (previous year< 0.50 crore) are held by PFC Ltd. Gratuity Trust.

49. Details of Unsecured Subordinated Bonds as on 31.03.2015 are as follows:

Coupon Date of Amount


Bond Series
Rate Redemption (<in crore)
1 Subordinated Tier II Debt Bond 9.70% 21-Feb-24 2,000.00
2 Subordinated Tier II Debt Bond 9.65% 13-Jan-24 1,000.00
3 Subordinated Tier II Debt Bond 8.19% 14-Jun-23 800.00
Total 3,800.00
50. Foreign currency 6.61 % Senior Notes (USPP - I) amounting to < 1,135.08 crore are redeemable at par on

05.09.2017. '1'
.. /
.~.~~ ~
·/
,.. _,.-..,,-~-.,..,
•'
{/

321
51. Details of Foreign Currency Loans from Foreign banks I Financial Institutions (Guaranteed by

the Govt. of India) outstanding as at 31.03.2015 are as follows:

Rate of Interest p.a. Amount


S.No Loan Date of Repayment
as on 31.03.2015 crore)
(~in

1 KIWI 0.75% 1.12 30-Jun-35


2 KIWI 0.75% 1.29 30-Dec-34
3 KIWI 0.75% 1.29 30-Jun-34
4 KIWI 0.75% 1.29 30-Dec-33
5 KIWI 0.75% 1.29 30-Jun-33
6 KIWI 0.75% 1.29 30-Dec-32
7 KIWI . 0.75% 1.29 30-Jun-32
8 KIWI 0.75% 1.29 30-Dec-31
9 KIWI 0.75% 1.29 30-Jun-31
10 KIWI 0.75% 1.29 30-Dec-30
11 KIWI 0.75% 1.29 30-Jun-30
12 KIWI 0.75% 1.29 30-Dec-29
13 KIWI 0.75% 1.29 30-Jun-29
14 KIWI 0.75% 1.29 30-Dec-28
15 ADB (New Loan) 0.77105% 0.26 15-0ct-28
16 Credit National France 2.00% 0.03 30-Jun-28
17 KIWI 0.75% 1.29 30-Jun-28
18 ADB (New Loan) 0.77105% 1.83 15-Apr-28
19 Credit National Franee 2.00% 0.03 31-Dec-27
20 KIWI 0.75% 1.29 30-Dec-27
21 ADB (New Loan) 0.77105% 2.17 15-0ct-27
22 Credit National F ranee 2.00% 0.05 30-Jun-27
23 KIWI 0.75% 1.29 30-Jun-27
24 ADB (New Loan) 0.77105% 2.29 15-Apr-27
25 Credit National France 2.00% 0.35 31-Dec-26
26 KIWI 0.75% 1.29 30-Dec-26
27 ADB (New Loan) 0.77105% 2.51 15-0ct-26
28 Credit National France 2.00% 0.35 30-Jun-26
29 KIWI 0.75% 1.29 30-Jun-26
30 ADB (New Loan) 0.77105% 4.20 15-Apr-26
31 Credit National France 2.00% 0.42 31-Dec-25
32 KIWI . 0.75% 1.29 30-Dec-25
33 ADB (New Loan) 0.77105% 4.20 15-0ct-25
34 Credit National France 2.00% 0.91 30-Jun-25
35 KIWI 0.75% 1.29 30-Jun-25
36 ADB (New Loan) 0.77105% 4.20 15-Apr-25
37 Credit National France 2.00% 2.49 31-Dec-24
38 KIWI 0.75% 1.29 30-Dec-24
39 ADB (New Loan) 0.77105% 4.20 15-0ct-24
40 Credit National France 2.00% 3.01 30-Jun-24
41 KIWI 0.75% 1.29 30-Jun-24
42 ADB (New Loan) 0.77105% 4.51 15-Apr-24
43 Credit National France 0.02 3.04 31-Dec-23
44 KIWI 0.75% 1.29 30-Dec-23
45 ADB (New Loan) 0.77105% 4.51 15-0ct-23
46 Credit National France 2.00% 3.73 30-Jun-23
47 KIWI 0.75% 1.29 30-Jun-23
48 ADB (New Loan) 0.77105% 4,51 .. ··• 15-Apr-23
··. i
...

j
.. " ,f-:>·
,& . -

322
49 Credit National France 2.00% 3.73 31-Dec-22
50 KIWI 0.75% 1.29 30-Dec-22
51 ADS (New Loan) 0.77105% 4.51 15-0ct-22
52 Credit National France 2.00% 3.73 30-Jun-22
53 KIWI 0.75% 1.29 30-Jun-22
54 ADS (New Loan) 0.77105% 4.51 15-Apr-22
55 Credit National France 2.00% 3.73 31-Dec-21
56 KIWI 0.75% 1.29 30-Dec-21
57 ADS (New Loan) 0.77105% 4.51 15-0ct-21
58 Credit National France 2.00% 3.73 30-Jun-21
59 KIWI 0.75% 1.29 30-Jun-21
60 ADS (New Loan) 0.77105% 4.51 15-Apr-21
61 Credit National France 2.00% 3.73 31-Dec-20
62 KIWI 0.75% 1.29 30-Dec-20
63 ADS (New Loan) 0.77105% 4.51 15-0ct-20
64 Credit National France .
2.00% 3.73 30-Jun-20
65 KIWI 0.75% 1.29 30-Jun-20
66 ADS (New Loan) 0.77105% 4.51 15-Apr-20
67 Credit National F ranee 2.00% 3.73 31-Dec-19
68 KIWI 0.75% 1.29 30-Dec-19
69 ADS (New Loan) 0.77105% 4.51 15-0ct-19
70 Credit National France 2.00% 3.73 30-Jun-19
71 KIWI 0.75% 1.29 30-Jun-19
72 ADS (New Loan) 0.77105% 4.51 15-Apr-19
73 Credit National France 2.00% 3.73 31-Dec-18
74 KIWI 0.75% 1.29 30-Dec-18
75 ADS (New Loan) 0.77105% 4.51 15-0ct-18
76 Credit National France 2.00% 3,73 30-Jun-18
77 KIWI 0.75% 1.29 30-Jun-18
78 ADS (New Loan) 0.77105% 4.51 15-Apr-18
79 Credit National France 2.00% 3.73 31-Dec-17
80 KIWI 0.75% 1.29 30-Dec-17
81 ADS (New Loan) 0.77105% 4.51 15-0ct-17
82 Credit National France 2.00% 3.73 30-Jun-17
83 KIWI 0.75% 1.29 30-Jun-17
84 ADB (New Loan) 0.77105% 4.51 15-Apr-17
85 Credit National France 2.00% 3.73 31-Dec-16
86 KIWI 0.75% 1.29 30-Dec-16
87 ADB (New Loan) 0.77105% 4.51 15-0ct-16
88 Credit National France 2.00% . 3.73 30-Jun-16
89 KIWI 0.75% 1.29 30-Jun-16
90 ADB (New Loan) 0.77105% 4.51 15-Apr-16
91 Credit National France 2.00% 3.73 31-Dec-15
92 KIWI 0.75% 1.29 30-Dec-15
93 KIWll 5.1499% 1.50 30-Dec-15
94 ADB (New Loan) 0.77105% 4.51 15-0ct-15
95 Credit National France 2.00% 3.73 30-Jun-15
96 KIWI 0.75% 1.29 30-Jun-15
97 KIW II 5.1499% 1.50 30-Jun-15
98 ADS (New Loan) 0.77105% 4.51 15-Apr-15
Total 241.35 ·· ....
.. . ·

'
(~

323
52. Details of Syndicated Foreign Currency Loans from banks I Financial Institutions outstanding
as at 31.03.2015 are as follows:

Rate of Interest p.a. Amount


S.No Loan Date of Repayment
as on 31.03.2015 ('I' in crore)

1 SLN XVll-(111) 1.67865% 945.90 26-Sep-21


2 SLN XVll-(11) 1.67865% 945.90 26-Mar-21
3 SLN XVll-(1) 1.67865% 945.90 26-Sep-20
4 SLNXVI 1.87790% 1,576.50 4-Dec-19
5 SLNIX 1.78643% 745.62 24-Sep-17
6 SLN XIII- (II) 1.84560% 788.25 6-Mar-17
7 SLN VIII 1.64143% 377.05 23-Sep-16
8 SLN VIII 1.64143% 452.61 25-Sep-15
9 SLN XII 2.13290% 1,576.50 31-Aug-15
Total 8,354.23 ,' ,_,'. ;_:: ,---"";
.

. >/· c.•
.

~
' - ,... '

; ,.:_1 /'_.,,--
/,Y. .

324
53. Details of Rupee Term Loans {From Banks} outstanding as at 31.03.2015 are as follows:

Rate of Interest p.a. as Amount Date of


S.No Loan
on 31.03.2015 (t In crore) Repayment
1 INDIAN BANK 10.25o/o 100.00 18·Mar-2022
2 CANARA BANK 10.24'% 500.00 29-Mar-2021
3 ORIENTAL BANK OF COMMERCE 10.25o/o 75.00 29-Mar-2021
4 BANK OF !NOIA 10.20% 200.00 28-Mar-2021
5 SYNDICATE BANK 10.25°/o 140.00 28-Mar-2021
6 BANK OF INDIA 10.20% 300.00 27-Mar-2021
7 ORIENTAL BANK OF COMMERCE 10.25o/o 91.00 21-Mar-2021
8 SYNDICATE BANK 10.25o/o 150.00 20-Mar-2021
9 SYNDICATE BANK 10.25o/o 140.00 19-Mar-2021
10 INDIAN BANK 10.25o/o 100.00 18-Mar-2021
11 CANARA BANK 10.20% 105.00 30-Mar-2020
12 ORIENTAL BANK OF COMMERCE 10.25% 18.00 29-Mar-2020
13 ORIENTAL BANK OF COMMERCE 10.25o/o 16.00 29-Mar-2019
14 CANARA BANK 10.20% 453.38 28-Mar-2019
15 CANARA BANK 10.20% 546.62 28-Mar-2019
16 HDFC BANK 10.23% 200.00 28-Mar-2019
17 UCO BANK 10.20% 500.00 18-Mar-2019
18 UCO BANK 10.20o/o 500.00 14-Mar-2019
19 UNION BANK OF INDIA 10.00o/o 160.00 30-Sep-2018
20 BANK OF JNDIA 10.20% 500.00 20-Seo-2018
21 BANK OF INDIA 10.20% 470.00 20-Seo-201 B
22 BANK OF BARODA 10.25% 490.00 31-Mar-2018
23 ALLAHABAD BANK 10.25o/o 150.00 30-Mar-2018
24 BANK OF INDIA 10.20o/o 30.00 30-Mar-2018
25 UNION BANK OF INDIA 10.00o/o 15.00 30-Mar-2018
26 BANK OF BARODA 10.25o/o 250.00 29-Mar-2018
27 CANARA BANK 10.20% 220.00 29-Mar-2018
28 BANK OF BARODA 10.25% 285.00 28-Mar-2018
29 CANARA BANK 10.20% 280.00 28-Mar-2018
30 HDFC BANK 10.23o/o 150.00 28-Mar-2018
31 STATE BANK OF MYSORE 10.25o/o 150.00 28-Mar-2018
32 DENA BANK 10.25% 75.00 21-Mar-2018
33 DENA BANK 10.25°/o 125.00 21-Mar-2018
34 STATE BANK OF MYSORE 10.25o/o 50.00 21-Mar-2018
35 BANK OF BARODA 10.25o/o 350.00 19-Mar-2018
36 BANK OF !NOIA 10.20% 1,000.00 14-Mar-2018
37 VIJAYA BANK 10.25°/o 250.00 15-Dec-2017
38 VIJAYABANK 10.25% 100.00 31-Jul-2017
39 HDFC BANK 10.23% 150.00 28-Mar-2017
40 INDIAN BANK 10.25% 60.00 27-Mar-2017
41 STATE BANK OF INDIA 10.15°/o 142.00 25-Mar-2017
42 STATE BANK OF !NOIA 10.15% 143.00 25-Dec-2016
43 STATE BANK OF INDIA 10.15% 143.00 25-Sen-2016
44 STATE BANK OF INDIA 10.15% 143.00 25-Jun-2016
45 UNION BANK OF !NOIA 10.00% 110.00 24-Aor-2016
46 INDIAN BANK 10.25°/o 60.00 27-Mar-2016
47 STATE BANK OF INDIA 10.15o/o 143.00 25-Mar-2016
48 STATE BANK OF !NOIA 10.15% 143.00 25-Dec-2015
49 JAMMU & KASHMIR BANK 10.25% 260.00 15-0ct-2015
50 STATE BANK OF INDIA 10.15% 143.00 25-Sep-2015
51 CANARA BANK 10.20% 425.00 1-Seo-2015
52 CANARA BANK 10.20% 75.00 31-Aug-2015
53 CORPORATION BANK 10.25% 750.00 29-Jun-2015
54 STATE BANK OF BIKANER & JAIPUR 10.25% 200.00 29-Jun-2015
55 CORPORATION BANK 10.25% 250.00 28-Jun-2015
56 SUMITO MITSUI BANKING CORPORATION 10.15% 100.00 28-Mav-2015
57 ANDHRABANK 10.25% 310.00 1-Mav-2015
58 ANDHRABANK 10.25% 100.00 28-Aor-2015
59 CANARA BANK 10.20% 500.00 16-Aor-2015
60 BANK OF !NOIA 10.20% 500.00 15-Aor-2015
61 PUNJAB NATIONAL BANK 10.25% . 500.00 15-Apr-2015
Total 14,585.00

54. Details of Rupee Term Loans (From Financial Institutions) outstanding as at 31.03.2015 are as follows:
Rate of Interest p.a. as Amount Date of
S.No Loan
on 31.03.2015 ~in crore) Repayment
1 Nil Nil

-
55. Details of Commercial Paper outstanding as at 31.03.2015 are as follows:
Rate of Interest p.a. as Amount Date of
S.No Loan
on 31.03.2015 (fin crore) Repayment
1 CP-63 9.20% 435.00 29-Jun-15
2 CP-58111 9.25% 345.00 15-Aor-15
3 CP-58 Ill\ 9.25o/o 1,375.00 28-Aor-15
Less-Unamortized Financial Charaes* (18.76
Total 2,136.24 ," '--.····.

*Unamortized lina/lcial tjlarges on Commercial Paper as on 31.03.2015 amounts to f 18.76 crore (Previous yeiar-'t 35...61 Ore)
''~ .. - j ..... '
.. '
" /...· 12
>""' .•
.c2/'
.• I

325
NOTE - Part A - 4 i

OTHER LIABILITIES
R' in crore·
'
As at Asat
'

Description Asat 31.03.2015 Asat 31.03.2013 As at 31.03.2011


31.03.2014 31.03.2012
Current Non-Current Current Non-Curren Current Non-Current Current Non-Curren Current Non-Current

'Interest Subsidv Fund from GOI 12.63 98.72 21.93 101.94 33.06 112.72 49.39 326.82 77.50 374.37
'

Interest Differential Fund - KFW


0.00 58.38 0.00 54.63 0.00 54.73 0.00 52.01 0.00 49.01

Advance received I amount payable to Subsidiaries


(including interest payable thereon) 168.101 172.08 163.70! 160.95 3.58'. 295.60 114.93 160.63 0.00 247.79

Amount ~able to Gal under R-APDRP 0.00 0.00 0.00 0.00 0.25 0.00 11.09 0.00 6.88 0.00

,Amount payable to Gal under IPDS 50.01 0 0 0 0 0 ·O 0 0 0

Interest Accrued but not due :


On Bonds 6241.57 0.00 5874.55 0.00 4771.01 0.00 3405.60 0.00 2302.77' 0.00
On Loans 114.24 0.00 92.11 0.00 119.15 - 0.00 90.96 0.00 120.801 0.00
6355.81 0.00 5966.66 0.00 4890.16 0.00 3496.56 0.00 2423.57 0.00
!
' '
Unpaid/ unclaimed
· Bonds 3.97 0.00 4.54 0.00 4.71 0.00 5.27 0.00 6.52 0.00
Interest on Bonds 2.42 0.00 1.96 0.00 3.21 0.00 3.55 0.00 3.65 0.00
Dividend 1.32 0.00 1.45 0.00 1.20 0.00 0.98 0.00 0.60 0.00
. 7.71 0.00 7.95 0.00 9.12 0.00 9.80 0.00 10.77 0.00

Others 65.89 4.63 83.76 30.10 112.13 76.75 102.07 11.18 257.63 7.21
i
TOTAL 6660.15 333.81 6244.001 347.62 5048.30 539.80 3783.84 550.64 2776.35 678.38

"
,-'
·~~.'\'
'\\\ /
\_.J·

326
NOTE - Part A - 5 : i

PROVISIONS !
I t? in crore

Description As at 31.03.2015 As at 31.03.2014 Asat 31.03.2013 Asat 31.03.2012 Asat 31.03.2011

Current Non-Curren Current Non-Current Current Non-Current Current ; Non-Current Current Non-Current
Emplovee Benefits
I'
Economic Rehabilitation of Employees 0.101 1.14 0.12 1.12 0.12 1.19 0.091 1.15 0.23 1.03
I
'
Leave Encashment 1.51' 21.91 0.99 19.67 1.14 19.25 0.95! 16.79 0.75 14.72
I
Staff Welfare Expenses 0.83 18.34 0.92 14.96 1.15 12.14 0.72 11.01 0.52 9.41

Gratuity I Superannuation Fund 0.15 0.00 0.93 0.00 1.63 0.00 7.24 0.00 5.78 0.00

Bonus/ Incentive 10.90 0.00 17.75 0.00 15.52 0.00 15.841 0.00 6.75 0.00

Sub Total 13.49 41.39 20.71 35.75 19.56 32.58 24.84 28.95 14.03 25.16

Others i
'
.

Income Tax (net) 118.74 54.59 96.44 23.05 20.86 11.62 83.10· 13.03 33.52! 0.00
'
Fringe Benefit Tax 0.00 0.00 0.00 0.00 0.00 0.00 O.OOi 0.00 0.80! 0.00
' I
CSR & SD Expences 114.30' 0.00 32.33 0.00 0.00 0.00 16.39' 0.00 11.86 0.00
I
Contingent provision against Standard Assets 44.88 441.69 55.18 414.24 14.66 118.13 0.00' 0.00 O.OO! 0.00

'
Contingent Provisions against Restructured
Standard Assets 138.50 425.94 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Proposed Final Dividend 79.20 0.00 26.40 0.00 132.00 0.00 132.00 0.00 197.99 0.00

Proposed Corporate Dividend Tax 16.12 0.00 4.49 0.00 22.43 0.00 21.41 0.00 32.12 0.00

Sub Total 511.74 922.22 214.84 437.29 189.95 129.75 252.90 13.03 276.29 0.00

TOTAL 525.23 963.61 235.55 473.04 209.51 162.33 277.74 41.98 290.32 25.16

'
I'<: >\
~Y:'.'.(5'
.:~--;\( >'
·'r "
\

327
NOTE - PartA-6 I '
FIXED ASSETS
~in crore)

.. .
GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

Description .... ....


31.03.2015 31.03.2014 "'"'
31.03.2013 """
31.03.2012
....
31.03.2011 """
31.03.2015
A~at
31.03.2014 31.03.2013 "'"
31.03.2012 "'"'
31.03.2011
....
31.03.2015 "'"'
31.03.2014
A$<it
"'"
31.03.2013 31.03.2012 """
31,03,2011

I. TANGIBLE ASSETS: '


Owned Assets

Land {Freehold) 3.38 3.38 3.38 2.59 2.59 0.00 0.00 0.00 0.00 0.00 3.38 3.38 3.38 2.59 2.59
'
Land (Leasehold) 37.87 37.87 37.87 37.87 37.87 0.00 0.00 0.00 0.00 0.00 37.87 37.87 37.87 37.87 37.87

Buildinas 24.92 24.92 24.92 25.54 24.14 8.91 8.09 7.20 6.28 5.33 16.01 16.83 17.72 19.26 18.81
I
EDP Equipments 16.03 14.28 13.81 i 12.81 11.22 12.42 i 11.83 10.59 8.94 7.03 3.61 2.45 3.22 3.87 4.19

Office and other equipments 14.47 14.14 13.84 12.46 11.59 12.60 8.49 7.67 6.86 6.04 1.87 5.65 6.17 5.60 5.55

Furniture & Fixtures 7.61 7.56 7.49 7.48 7.19 6.42 5.65 5.30 4.93 4.44 1.19 1.91 2.19 2.55 2.75

Vehicles 0.20 0.16 0.08 0.13 0.13 0.07 0.07 0.07 I 0.12 0.11 0.13 0.09 0.01 0.01 0.02
!
Sub Total (1) 104.48 102.31 101.39 98.88 94.73 40.42 34.13 I 30.83 27.13 22.95 64.06 I 68.18 70.56 71.75 71.78

II. Intangible Assets :


Purchased Software
(Useful Life - 5 years) 8.26 7.78 7.87 I 6.86 4.21 6.53 5.33 4.09 2.60 I 1.56 1.73 2.45 3.78 4.26 2.65
8.26 7.78 7.87 6.86 4.21 6.53 I 5.33 4.09 2.60 1.56 1.73 2.45 3.78 4.26 2.65

Capital Works in Progress~


Ill.
Intangible Assets
0.00 0.00 0.00 0.45 2.28 0.00 0.00 0.00 i 0.00 0.00 0.00 0.00 0.00 0.45 2.28
0.00 0.00 0.00 0.45 2.28 0.00 0.00 0.00 0.00 0.00 0.00 i 0.00 0.00 0.45 2.28

~
~,,·

'<

328
NOTE-PartA-7
- - ----- -
NON· CURRENT INVESTMENTS
--
I r? in crore
As at Asal As at As at Asal
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

(A} Trade Investments (Quoted)


.
J. Eaultv Instruments .
·Valued at Cost --
1,20,00,000 (Previous year 1,20,00,000) EqUty Shares of"
10/- each fut}/ pald up of PTC ltd 12.00 12.00 12.00 12.00 12.00
-

Sub Total 12.00 12_00 12.00 12.00 12.00


(B} Other Investment~ (Unquoted.Non Trade)

I. Equity Instruments

21,87,015 {Prav'.ous year 21,87,015 Equity Shares off 10/-


each flify pald up of National PO'.'.'e! !"xchange Ltd ... 2.19 2.19 2.19 2.19 2.19

Less: Provls!on
1.06 0.00 0.00 O.IY.I 000

2.19 2.19 2.19


1.13 2.19
-
32,2-0,000 (Prev',ous Year 32,20,000) Equity Shares of Rs 3.22 3.22
f 10/- each fv'fy paid up of PO',.,.er Exchallge !nd'a Ltd
200 2-80 --~
f-- -
2,2f(OO:Ooo (Prev'.ous Year 2,25,00,000) EqiifY Shares of"
10/- each fu'fy pa:<I up of Energy Efficiency se-rv;ces ltd 22.50 22.50 22_50 0.63 0.63

10,07,50,000 (Prevk>us Year 10,07,50,000) Equlty Shares


of? 10/- each fiify paid up of Subsl<Jiaries
100.75 100.75 26.64 5.59 0.47

·-
- .. -
II. Preference Shares
-- --
-
2if00.oo,ooo (Previous Year·---·20,00,00,000) 10"-/J ·---
Cum1.J.ative Fu'ly Coovertib~e Preference shares of f 101-
each fu!l;' paid up of Subsk!iaries
200.00 200.00 8400 0.00 0.00
·- --
Ill. Others
-·- ·---
·Valued at Cost (Less diminution, If any, other than
temporary)

- -
76,S2:s16 (Prev'.ous year 76,82,816) Uni1s of ~ Sma1 is
Beautiful • Fund of KSK lnveslmant Advisor Pvt Ltd. (Faw
value per unit is ~-10)° 7.68 7.68 7.68 7.83 8.73
Less : Provis!on for din'mltiorl 0.00 0.00 0.15 0.16 0.18

7.68 7.68 753 7.67 8.55
-
V. Appllcatlon Money pending allotment of_~hares
-
Nil Equity Shares (Face value of Rs.10/- each) of P<J,\'Bf
0.00 000 0.00 0.00 0.00
Exchange IOOa Ltd.
- -
N~ (Previous year 2,43,75,000) Equity Shares (Face va'ua
O!
of? 10/- each) En erg)' Efficiency SerYiees (P) Ltd 0.00 0.00 000 24.38 24.38

Sub To~al 335.26 338.34 145.68 43.26 37.97

TOT~_L 347.28 348.34 157.66 55.26 49.97


-

' As at As at As at As at Asal
Particulars
31.03.2015 31.03.2014 31,03.2013 31.03.2012 31.03.2011
'
Aggregate of Quoted Investments
: Book Adjusted value 12.00 12.00 12.00 12.00 - -
12.00
~
·Market Value --
116.28 81.17 71.46 73.68 100~
~ I---··-

Aggregate of Un-Quoted {non trade) Investments


• Book Adjusted_ value - - 335.28 338.34 175.18 18.96 13_67

Ai;111llcallon M_one~ (!ending all2tme~t of Shares


- Book Adjusted value 0.00 0.00 0.00 24.38 24.38

TOTAL-
~ i=----=--- -
• Book Adjusted value - 347.28 348.34 187.18 55.34 50.05
• Market Value 116.28 81.11 71.45 73.68 100.08
~ ~--
..
-- I - --~

Note:- The numte,r of un.1s appearing in description column pertains to the Investment as on 31.03.2-015 ••• I
.... . •"/
"'""';.>-'
,/~ / ...·-···
/_':: ·"

329
NOTE- Part A- 8 I
LOANS ! I
I I I I I f~ in croro
Description A$at 31.03.2015 Aut 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Current Curront
"'"
Curront
""'
Current
"'"
Current
maturltlos m3turltlos mtlturltle$ rmiturltion maturltl0$
Non Current Non Curront Non Currer Non Current Non Current
(Twelve (Twalvo (Twclvo (Twelve (Twelve
Month$) Month$) Months) Month$) Months)
Long Torm

l I Secured Loans

a) Consldorod Good
Rupee Term Loans (RTLs) to State Electricity
Boards, State Power Corporations, Central Public
Sector Undertakings, JV 6198 Borrowers and State
Governments 8653.83 101759.61 10767.18 93618.53 8892.04 66577.74 6918.59 53150.78 3422.31 39411.71

RTLs to lndooendent Power Producers 1285.82 24890.44 1047.01 16706.58 989,56 13269.75 406.77 6674.03 392.03 3607.44

Foreign Currency Loans to Independent Power


Producers 25.52 24.29 30.32 47.78 27.46 70.76 25.83 92.36 62.88 261.42

~
Foreign Currencv Loans to State Power Utilities 13.38 13.38 12.83 25.66

Buver's Line of Credit 89.83 574.03 67.94 492.07 10.20 122.36 4.89 0.00 6.52 4.89

Lease Financing to Borrowers 7.73 204.54 33.15 209.39 49.95 235.12 35.96 63.00 28.06 103.31

RTLs to Eauioment Manufacturers 73.09 840.52 247.69 810.65 224.83 688.79 1.25 0.00 1.25 1.25

b Othors
, RTL to State Electricity Boards, State Power
Corporations, Central Public Sector Undertakings,
'JV 6198 Borrowers and State Governments - NPA
267.39 454.57 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Loss: Provision for contingencies 26.74 45.45 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
240.65 409.12 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
:
RTL to Independent Power Producers - Projects
under implementation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 375.00 325.00
Less: Provision for continaencies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.50 1.30
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 373.50 323.70

RTL to lndeoendent Power Producers - NPA 471.52 933.37 414.68 581.74 196.77 723.01 62.05 864.97 0.00 8.92
Less: Provision for continoencies 143.22 187.01 88.62 107.42 27.70 72.30 14.23 86.50 0.00 8.92
328.30 746.36 326.06 474.32 169.07 650.71 47.82 778.47 0.00 0.00

Lease financina to Borrowers - NPA 0.00 0.00 0.00 0.00 0.00 0.00 5.55 222.07 15.23 202.26
Less: Provision for continoencies 0.00 0.00 0.00 0.00 0.00 0.00 0.55 22.21 1.60 21.29
0.00 0.00 0.00 0.00 0.00 0.00 5.00 199.86 13.63 180.97

FCL to lndeoendent Power Producers - NPA 7.66 229.12 110.37 120.92 77.80 136.93 49.31 154.52 0.00 0.00
1 Less: Provision for continnencles 2.30 68.73 22.07 24.18 7.78 13.69 4.93 15.45 0.00 0.00
I 5.36 160.39 88.30 96.74 70.02 123.24 44.38 139.07 0.00 0.00
I
I
- Sub-Total I 10723.51 129622.68 12620.48 112481.72 10433.13 81738.47 7490.49 61097.57 4300.18 . 43894.69
"- /

,,,, /

A
.
330
II. Un.SOcurod Loans

a Consldorcd Good
Rupee Tenn Loans (RTLs) to State Electricity
Boards, State Power Corporations.Central Public
Sector Undertakings and State Governments
5401.87 59925.69 4738.22 47080.32 4854.98 57487,53 4122.56 45164.17 5620.46 42113,16

RTLs to Independent Power Producers 158.29 6794.73 206.05 8018.88 115.64 3146.20 79.37 4924.35 19.60 609.03

·Foreign Currency Loons to Sttita Power Utilities 0.00 0.00 0.00 0.00 11.99 34.87 11.56 44.06 23.58 48.73
I
Buver's Line of Credit 0.00 76.79 0.00 11.17 4.87 87.57 0.00 0.00 0.00 0.00

RTLsto uioment Manufacturers 28.42 223.04 0.00 0.00 0.00 0.00 166.75 786.77 6&92 758.08

b Othors
RTLs to State Power Comorations • NPAs 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 4.24 0.00
Less : Provision for contingencies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4.24 0.00
0.00 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 0.00

Sub-Total II 5588.58 67020.25 4944.27 55110.37 4987.48 60756.17 4380.24 50919.35 5732.56 43529.00

Total of Lone Torm 16312.09 196642.93 17564.75 167592.09 15420.61 142494.64 11870.73 112016.92 10032.74 87423.69

B Bonds
Un-socurod Bonds f Dobonturcs

Bonds f DeOOnturas from State Power Coroorations 0.00 1170.50 0.00 1170.50 0.00 0.00 0.00 0.00 0.00 0.00

Bonds f Debt'lntures from Independent Power


Producors 0.00 29.48 0.00 29.52 0.00 29.52 0.00 34.08 0.00 0.08
Less : Provision for contingencies
0.00 0.00 0.00 0.00 0.00 0.00 0.00 34.00 0.00 0.00
Tot;il B 0.00 1199.98 0.00 1200.02 0.00 29.52 0.00 0.08 0.00 0.08

C Short Torm Loans


l Socurod
' Working Capital Loans to St~e Electricity Boards
1
and State Power Corporations 549.88 0.00 812.98 0.00 1000.00 0.00 2267.02 0.00 500.00 0.00
Bonds f Debentures from Independent Power
Producers
0.00 0.00 100.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Sub-Total l 549.88 0.00 912.98 0.00 1000.00 0.00 2267.02 o.oo 500.00 0.00

II Un.Socurod
Working Capital Loans to State Electricity Boards
and State Power Corporations 0.00
2132.14 0.00 1483.08 0.00 1416.11 3760.85 0.00 1605.77 0.00

Working Capital Loons to Independent Power


1Producers 205.20 0.00 0.00 0.00 0.00 0.00 150.00 0.00 0.00 0.00
Sub-Total II 2337,34 0.00 1483.08 o.oo 1416.11 0.00 3910.85 0.00 1605.77 o.oo
.·.' ' ··.
Total of Short Torm 2887.22 0.00 2396.06 0.00 2416.11 0.00 6177.87 0.00 •. 2105.77 ', '·. o.oo
,. ···.. ;
dridTotnl 19199.31 197842.91 19960.81 168792.11 17836.72 142524.16 18048.60 11201700 .· 1:2138.51 874".77

"'\ 'J
\

-:-::or:~
~ \.\ c..;..
\ -<!( ·'

331 I
I
NOTE -PartA-9 ·---

-
OTHER ASSETS
ft in crore
As at
Description 31.03.2016
As at 31.03.2014 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011

LOANS & ADVANCES Current Non-Curren Current Non.-Currenl Current Non-Current Current Non-Current Current Non-Current

Loans (considered good}


a) to Employees (Secured} 2.51 16.99 2.51 15.55 2.34 15.23 2.06 13.24 1.87 9.89
b) to Employees (Unsecured) 5.51 38.78 5.32 35.70 4.11 27.26 3.75 18.84 3.07 1i96
8.02 55.77 7.83 51.25 6.45 42.49 5.81 32.08 4.94 22.79
-

-
Advances (Unsecured considered
good)
Advances recoverable in cash or in
kind or for value to be received
--- -
to Subsidiaries (including interest
a)
recoverable there on) 184.12 104.60 162.02 92.97 0.10 219.44 103.02 68.74 2.25 131.73
-
b) to Empl.oyees 0.71 0.02 0.81 0.00 0.77 0.00 0.69 0.00 0.59 0.00
-

-
cl Prepaid Expenses 2.21 0.00 2.11 0.00 2.02 0.00 1.81 0.00 2.19 0.00
-
-
d) Others 136.68 3.34 99.67 0.33 79.51 0.30 61.47 0.33 324.42 2.23
·-
- - -
Advance Income Tax and Tax
e)
Deducted at Source (net) 0.00 45.39 0.00 53.37 0.00 105.05 32.09 0.00 100.52 0.00
.. -
n Securi!}' Deposits 0.29 0.27 3.55 0.02 3.25 0.27 12.24 0.28 3.23 0.25
.
g) Advance Fringe Ben~fit Tax . 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.29 0.00
324.01 153.62 268.16 146.69 85.65 325.06 211.32 69.35 440.49 134.21
·-
OTHER ASSETS
~-t----·-

Accrued. but not du~ : -


a) Interest on Loan Assets 4414.39 0.00 3865.26 0.00 3257.46 0.00 2474.03 0.00 1863.14 0.00
..
b) Other charges 2.00 0.00 15.63 0.00 16.11 0.00 15.88 0.00 60.98 0.00

c) Interest on Loans to Employee 0.27 15.33 0.25 11.74 0.23 8.52 6.72 0.00 5.26 0.00
··-

Interest on Deposits and


d)
Investments 8.62 0.00 0.00 0.00 26.05 0.00 14.03 0.00 15.34 0.00
~' . 4425.34 15.33 3881.14 11.74 3299.85 8.52 2510.60 0.00 1944.72 0.00
·-

II Accrued and due:


Incomes accrued & due on loans
533.35 0.00 478.32 0.00 35.24 0.00 6.30 0.00 8.54 0.00

·---·· .•
Loans & Advances (Unsecured -
Others)
- -
·---

Non Performing Assets (NPAs)


~-
170.72 0.00 104.77 0.00 84.14 0.00 39.53 0.00 1.03 - -
-
0.00
Less : Provision for contingencies
51.88 0.00 21.71 0.00 9.26 0.00 4.80 0.00 1.03 0.00
~-
118.84 0.00 83.00 0.00 74.88 0.00 34.73 0.00 0.00 0.00

~ ~·

TOTAL 5409.56 224.72 4718.51 209.68 3502.07 376.07 2768.82 101.43 2398.69 157.00

Balance as Maximum Balance as Maximum Balance as Maximum Balance as Maximum Maximum


Balance as at
Particulars during during during during during
"31.03.2015 2014·15 "31.03.2014 2013·14 "31.03.2013 2012-13 "31.03.2012 2011-12
31.03.2011
2010·11

loans given to Directors 0.08 0.24 0.15 0.26 0.11 0.25 0.12 0.16 0.16 0.22

loans given to Executives 52.39 59.43 46.95 . 52.41 37.85 43.23 28.25 32.06 20.87 25.58

Loans given to other employees 11.32 13.81 11.98 13.74 10.98 12.46 9.52 10.75 6.70 7.72

Total 63.79 73.48 59.08 66.41 48.94 55.94 37.89 . .42.97 27.73 33.52
' .

,1 ·'
'.~~i.~~
r}

332
NOTE - Part A -10
CURRENT INVESTMENTS .... ---
C? In crore
Description Asal As at As at As at As at
31.03.2015 31.03.2014 31.03,2013 31.03.2012 31.03.2011
I ----
Equity Instrument$ ~-Valued scrip wise at lower of
cost
or market Price (Trade - Unless otherwise specified)
-· -·

5,39,349 Shares (Previous year- 5,39,349 Shares) (Face


value of~ 10/- each fully paid up) of PGCJL purchased at 2.80 2.80 2.80 2.80 2.80
acostof'{52
- -
Less: Provision for diminution 0.00 0.00 0.00 0.00 0.00
2.80 2.80 2.80 2.80 2.80
-
47,952 Shares (Previous year - 97,952 Shares)
(Face value of'{ 10/- each fully paid up) of REC Lid. 0.50 1.03 1.03 1.03 1.03
purchased at a cost oft 105
Less : Provision for dlminutloi:i 0.00 0.00 0.00 0.00 0.00
0.50 1.03 1.03 1.03 1.03
-- - ·-

1,39,64,530 Shares (Previous year - Nil Shares)


(Face value oft 10/- each fully paid up) of Coal India Ltd. 500.74 0.00 0.00 0.00 0.00
-- ., purchased at a cost of~ 358.58 504.04 3.83 3.83 3.83
TOTAL 3.83
---- -·

As at As at As at As at As at
Particulars
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
- ·-
Aggregate of Quoted lnvestm~~~s
·-
- Book Adjusted value 504.04 3.83 3.83 3.83 3.83
- --
- Market Value .• 515.50 7.91 7.75 7.84 ·--
7.9"
...
--·
TOTAL
-·--·--
- Book Adjusted value 504.04 3.83 3.83 3.83 3.83
I---·-
- Market Value 515.50 7.91 7.75 7.84 ······ 7.9"
-· ..
.

..· .····
....
..
Note:- The number.Of units an~aring In descript'foo column pertains to the inveSirnenl as on 31.03.2015
. ...

--- p!•'.
? .. .,;_~~
~~

333
NOTE - Part A -11
CASH ANO BANK BALANCES
--
~in crorel
Description As at As at As at As at As at
31.03.2016 31.03.2014 31.03.2013 31.03.2012 31.03.2011
I Cash_~nd Cash Equivalents ----- - - --- --- - -
I) Balances in current accounts with: --- -------- - - - - - --- -- --·-
Reserve Bank Qf India 0.05 0.05 0.05 0.05 0.05
-------
Scheduled Banks 127.16 0.28 2.94 18.71 247.21
~-

127.21 0.33 2.99 18.76 247.26


-- - ---- --- ----
ii) Cheques in hand 0.01 58.36 ----~-o:~J -
0.06
---- ---·---
0.38

Ill) Imprest with postal authority 0.00 0.00 0.00 0.01 0.01
----. - - - - ----
------
Fixed Deposits with Scheduled
iv} Banks original maturity up to three
months) 4892.22 0.00 4567.47 1953.20 2063.14
"' -----
--
___ _§_!.lb Total (I) 5019.44 68.69 4570.47 1972.03 2310.79
II Earmarked Balances: ---- -------- - ---
----. -------
Balances in current accounts with
;i scheduled banks for payment of
interest on bonds, dividend etc. 1.36 1.50 1.25 0.98 0.61

•. ) Public issue Account with Escrow


11
Collection Banker 0.00 0.00 165.37 0.00 0.00
----------- 0.00
- ~- ---- -·--·--··---·
iii) IPDS
·····--
Balances in current account with
5.00
schedule banks 0.00 0.00 0.00 0.00
·--·
Fixed Deposits with Banks 45.00 0.00 0.00 .... --- 0.00 0.00
-·----
iv) APDRP
. ···- ---
Fixed Deposits with Banks 0.00 0.00 12.11 11.01 34.89
Sub Total (II) 61.36 1.60 178.73 11.99 36.60
-··- ·--"·--
B Other Balances
·-··---- - ·--~

Fixed Deposits with Scheduled 4.23 4.02


I - _ll
0.00 0.00 4.74
Sub Total (Ill) 0.00 0.00 4.74 4.23 4.02
---- ---- -------
-·---- 60.19 4763.94 1988.26 ', 2~~_0:31
I
TOTAL 6070.80
-·-- /

334
NOTE ·Part A -12
REVENUE FROM OPERATIONS '
-··
~In croie)

Description
Year ended Year ended Year ended Year ended Year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

-
-
I. Interest

Interest on lo'!-ns 24823.74 20953.45 16893.50 12602.50 9760.51


-
_ Less: Rebate for_}:imety Payment to Borrowers (261.06) (205.90) (167.46 (181.29) (157.05)
-
24562.68 20747.55 16726.04 12421.21 9603.46
-

Lease income 22.93 25.26 29.40 18.59 15.81


-

-· S_ub Total (I)


.
24585.61 20772.81 16765.44 12439.80 9619.27

II. Other Operating lnC:-ome


·-
lnCome from surplus iiJ-nds 123.54 161.89 156.16 244.97 93.18
-
·-
Jntere~t received on adVances given to sub.s)diaries 7.79 6.04 4.70 2.64 1.43

Sub- Total (A) 131.33 167.93 160.86 247.61 94.61


·- -
Ill. Other FlnBncial Services
-· ··-
- ·- ·- ·-
Prepayment Premium on loans./lnterest
restructuring Premium 64.18 182.74 10.96 14.87 27.85

Upfront fees on loans


.. 14.66 34.54 39.69 26.81 -
41.72


Managemen~~ Agency & Gu~rantee Fees 94.27 142.64 115.56 65.37 "' 96.77
..-

C9mmitment charges on loans ·- 1.84 4.15 4.34 2.60 3.04


less: Commitment charges on loans waived 0.01 0.75 0.00 0.00 0.08
1.83 3.40 4.34 2.60 2.96
··-
Fee on account of Go! Schemes::·

Nodal Agency Fee - R-APDRP -36.38 18.50 16.52 39.15 89.62


.. ·-
Nodal Agency Fee· IPDS 5.82 0.00 0.00 0.00 0.00
.. ·-
~· .•
Service charges on loans 0.00 0.00 0.00 0.02 0.07
- ···---

Sub· Total (B) 144.38 381.82 187.07 148.82 268.99


TOTAL 24861.32 21322.66 17103.37 12sa_s:2a1 : .· 9912.a1

- . _·;'".-t.- -...
·:·'" ,, 1·

.. ~·
~~~ (. ~-v~~·/

'<:/,..<·~·
..,,?
·\

335
NOTE - Part A-13
~··

OTHER INCOME
~in crore

Description
Year ended Year ended Year ended Year ended Year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Dividend/ Interest Income on Long term


Investments 2.40 1.92 2.13 1.81 1.56
·-

Dividend Income on Current Investments



29.06 0.22 0.25 0.20 0.15

Profit on sale of Fixed Assets 0.05 0.01 0.01 0.01 0.00

Profit on sale of Current Investments 1.31 0.00 0.05 . 0.00 0.00

_E,r~fit on sale of Long_ term Investments 0.00 0.00 0.00 0.84 1.78

Interest on Income Tax Refund 1.48 2.42 0.18 16.58 24.49


-

~- -
Miscellaneous Income 8.73 8.11 3.80 2.71 2.75
---
0.08 1.34
-Excess Liabilities written back - -·--
2.45 2.36 0.00

---;-~::;~-
TOTAL 45.48 15.04 6.42 22,23 '$2.07
-·---
/ ..·· - ------·--- --._-
; ...

336
rvu 1 c - Part A - ·14
FINANCE COST
- ·-
(fin crore)
Year ended Year ended Year ended Year ended Year ended
Description
31.03.2016 31.03.2014 31.03.2013 31.03.2012 31.03.2011

I. Interest

On Bonds 12,353.14 10,682.71 8,579.57 6,213.02 _4,835.41


. -
On loans 2,080.75 1,644.01 1,772.32 1,808.14 1,417.53
-
GOI on Interest Subsidy_ F-und 9.42 10.70_ 19.00 36.02 - 56.22
. -
Financial Charges o_~ ·commercial Pa~f 288.46 192.22 200.74 57.47 15.45

Swap Premium ( Net) 60.53 8.38 13.45 (8.19 (153.05


. 14:,792.30 12,538.02 10,585.08· 8,106.46 6,171.5~
II. Other Ch~rges -

·-
Com_mitment & Agency Fees 0.59 0.41 1.13 1.04 0.§l_
. -
Gua~antee, Listing & _Trusteeship fees 2.35 2.11 1.99 1.64 ~1:!_
-
Management Fees on Fo~eign Currency Loa~s 124.15 0.25 64.44 . 61.04

Bank t,,9ther charges 0.02 0.03 0.07 0.19 0.07


Interest paid on advances received from
subsidiaries 4.59 6.39 7.63 9.08 6.85
..
131.70 9.19 75.26 11.95 70.34
Net Translation I Transactions Exchange loss I
Ill. gain(~)
514.18 452.52 167.98 167.60 26.38

TOTAL· 16,438.18 12,999.73 10,828.32 8,286.Q.1 · 6,26s:2a


.. />

337
NOTE - PartA-15
f-------:--- - --- . ~ -
BOND ISSUE EXPENSES
--
•~in crore
Description
Year ended Year ended Year ended Year ended Year ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Interest on Application Money 0.18 39.28 61.27 -


123.76 37.42
-

Cre~i~ _!3ating Fees 3.73 3.50 2.84 2.85 1.57


-
Ql!ler Issue Expenses 21.28 32.24 24.97 63.64 20.83
-·--
Stamp Duty Fees 6.21 4.07 8.25 6.64 3.23

TOTAL 31.40 79.09 97.33 1.96.SS ... 63.05


/ ...


. _-_,~----.
,./tf"
__ ·

338
NOTE - PartA-16
-

EMPLOYEE BENEFIT EXPENSES


( '1' in crore'
Year
Year Year Year Year
ended
Description ended ended ended ·ended
31.03.201
31.03.2014 31.03.2013 31.03.2012 31.03.2011
5
-
_Salaries and Wages 63.39 63.28 62.30 51.32 45.81-

Contribution to Provident and other funds 6.81 7.40 7.19 5.43 6.98
---
Staff Welfare
---~
11.18 10.00 7.61 8.78 . -
7.41

Rent for Residential accomodation of employees 4.43 4.43 3.84 6.55 6.89
--
TOTAL 85.81 85.11 80.94 .· 1~,(181 67.09

/. ········ .. ·- .. ·

339
NOTE -PartA-17 -- -- - --- -,--- --
OTHER EXPENSES ---- - - .. -- ----
ct in crore
Year ended Year ended Year ended
Year ended Year ended
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Office Rent 0.50 0.50 0.54 0.49 0.40
-- . - - - ---
Electricity & Water charges
- -- -- -----
1.50 1.39 1.38 1.02 0.90
- - --

Insurance 0.04 0.04 0.04 0.11 0.03

Repairs & Maintenance ----. -- -


2.71 2.54
- - - - - - - - - - - - - - - - - ---------
2.38
-··
1.82 1.96
----
Stationery & Printing 1.66 1.68 0.92 0.69 0.46
----
Travelling & Conveyance 7.03 7.62 - --- --
7.40
. 5.81 5.30
----
EQ~tage, Telegraph & ~elephone -
2.00 1.73 1.47 0.85 0.70

Professional & Consultancy charges 1.08 0.65 0.82 1.94 1.80


·---

M-i-s~·1,~~eous· E~o-~nsesj · 20.06


---- - -
18.84 19.39 -
19.70 15.30
------------------
Loss on sale of Fixed Assets 0.01 0.09 0.04 0.03 0.06
-----·--·· --· -
Auditors' Remuneration 0.41 0.59 0.48 0.60 0.38
-·- --
.. ----··
,.

Service Tax 6.42 3.99 5.93 4.30 1.62


··- ---
-- ----
0.78 0.72 0.65
Rates & Taxes -- 0.94 0.88
--- -
Contri~~tion to PMC (MoP) 0.34 0.30 0.55 0.54 0.00
-·-·-
·--- "'----- -----
Wealth Tax 0.00 0.00 0.00 0.01 0.00

TOTAL*
- 44.70 40.84 ------- 42.12 38.63 -~9~
---·-
R-APDRP Expenses -36.91 . 36.91 0.00 0.00 -15.89
·- ...
TOTAL 7.79 77.75 42.12 3a;$3 13.67
.-· <

340
Year ended Year ended Year ended Year ended Year ended
Note:~
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

----- -- -- --- ------ ----- -- --


1) Miscellaneous includes : ...

1-::------:----- - - -- - - - - - - - - - - - - · -
Books & Periodicals 0.06 0.05 0.04 0.03 0.03
Advertisement 4.20 4.65 5.25 6.39 6.12
Membership & Subscription 0.79 0.67 - -
0.60 0.65 0.82
Entertainment 0.52 0.53 0.49 0.56 0.42
Conference & Meeting Expenses 1.58 0.97 1.15 1.46 1.33
SecurttvExpense~
- ----------- ·------
1.25 ----- 1.37 1.10 0.89 0.74
Training 0.86 0.73 0.65 0.35 0.43
EDP Expenses 2.02
----·- ----- . ·----- -·--- -------
1.74 2.04 1.23 1.52
Business Promotion I Related Expenses 0.70 0.31 0.17 0.14 0.10
Interest on income tax 4.32 5.51 4.07 4.90 0.22

2) Auditors' Remuneration Include~. : --


Audit fees ... 0.20 0.20 0.15 0.15 0.12
·-
Tax Audit fees 0.05 0.05 0.04 0.04 0.04
Other certification services 0.16 0.34 0.29 0.41 0.23
Reimbursement of Expenses 0.00 0.00 0.00 ·0.00
--
•··.... -· ' -0.01
·-

341
Note - Part A -18
PRIOR PERIOD ITEMS (NET) ·~

(<in crore)

Year ended Year ended Year ended Year ended Year ended
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Prior Period Expenses : --

--- .
Interest & other Charges -6.06 0.30 1.18 0.44 0.19
Issue Expenses -0.02 0.19 0.00 (0.23) 0.00
Personnel & Administration Expenses - C~W 0.00 0.00 (16.39) 0.00 0.00
Personnel & Administration Expenses - Others 3.92 (0.76) 0.28 (0.73) 0.04
Depreciation ·---
0.00 (0,02) 0.00 0.03 (().03)
M.iscellaneous Expenses 0.00 0.00 0.00
(2.16) (0.29) (14.93) (0.49) 0.20
---·- -
Prior Period Income :
--·-------~----- ···--- ··--· ··-
Interest Income 0.00
-----.- 0.00 (3.47) 0.34 0.13
Other Income 0.00 0.00 ---- (2.65) 0.00 0.00
-··-··---
Total (2.161 I0.29) (8.81' / >fl:).83)' 0.07
/ >/ . < ·-.:.: ·._

342
_, ,- " .
POWER FINANCE CORPORATION LIMITED
- - ------ --- --
Statement of Cashflows
--
I I
! {?In crore)

PARTICULARS Year ended Year ended Year ended Year ended Year ended
31.03.2016 31.03.2014 31.03.2013 31.03.2012 31.03.2011
I. Cash Flow from Operating Actlvltles :·

Net Profit berOr& Tax and Extraordinary items -- __8,378'.~ f - - - - 7,658.31 _ _ _,_,9_!_?'~4!_~ __4,_~~.25 ~,54~-~
-
- -- ----
--
ADD: Adjustments for
LOSS Oil-Sa~ of Assets (net) -
(0.04) 0.08 0.03 0.02 0.06
Depredation f AmortisaOOn 609 4.93 5.70 5.42 5.65
Amortisation of Zero Coupon BOiidS'& C-Ommercial Papers 47.50 102.74 ----- _1~_:_~ _ _ _____?..\.48
57.97
Fore-'.gn Exchange loss!Ga·n 222.64 414.00- 163.76 147.83 (2.47)
----
·-----
Prov'.sk>n for dedoo in va'ue of investmefi!S 1.00 (0_15) (0_00) (0.02) (0.00)
Provisk>n for CootingeOO:es 842.91 469.89 80.85 142.79 31.79
Dividend ori investment {31.46) (2.14) (2.44) (2.86) (3.49)
Provis.ion for CSlfEXj>eooture & Sustalnab:e ExpeOOture
4.00 ---~
117.49 63.23 16.3Q 0.00
Provis.100 for interest under IT Act 4.32 5.22 4.07
ProvisOO for Retirement Benefits/0th-er We..'fare Expenses!Wage- revisOO 2UM 9.73 11.63 3.10 10_68
Operating profit before working Capital Changes: 9610.68 8625.90 6382.92 4429.91 3643.89
---
Increase/Decrease :
~ t:-"--
loans l:Mbursed {Net) {26504.61 (2~92,0?) -- (J0?~.1Q1 ~(3058].60) (19755.37)
Other Current Assets {791.79) (927.47) (1504.59) (668.49) (559.28)
Fore;.gn Currency Monetary !!~Ill Trans!-ation Difference A/C 326-65 (231-24) 37.44 (515.41) 0.00
Liab?o'ties arid provis!-ons 356.40 989.44 1438.89 972.69 001.54
Cash flow before extraordlna_ry ~ten:i.~ (19000.67) {20035.39) (23701.44) (26368.90) (15769.22)

ExtraorOUlafY item$ _____ 0.00 0.00 0.00 0.00 0.00


Cash lnflowfOUtflow from operations before Tax (19000.67) (20035.39) (23701.44) (26368.90) (15769.22)

Income Tax pa'.<! (2~~-~) __ .(2015.57) (1554.02) (992.68) ,,, _____ J~Jfj
Income Tax Refund - --- 5.67 57.96 5.56 388:21" 0.00
- - NEiIC'iSh now from Operating Activities
121448.36 121993.00 125249.90 126973.37 f16634.94

II. Cash Flow From10YilStrng Activities :


---·-- - ---·- ---
... -·
Sa~e-I decrease of Fixed Assa ts 0.18 0.17 0.05 0.12 0.64
Purchase of FixOO Assets ·-(4~30) . (1.47) (4.13) (7.14) ----· ··- 17-:42)
-"_._, . ._,.

Increase/decrease in CaP:tal \\'orKs in ProgresS o_oo 000 0.45 1-63 (0_55)


-~
Investments in Subsldiaties 0.00 __ J1~·.1_!l ·-- ..__ fl_C!?.:9:?2 ,,,_ .. J~,_g} ___ ____QRQ_
Oivldend f Interest aOO profit on sa!e of investment 31.46 2.14 2.44 2.86 3.49
Other Investments {500_21 (0.42 7_22 {34.15 {22.39
- ~-~.£~sh Used In Investing ACiivl!les f472.87 1169.69 199.02 141.60 f26.23
""""--
Ill. Cash Flow From Financial Activities :
- 1S:Siie of Equity Shares
·------- 0.00 o:·.{4· ·-·----·---
1.&i" - ---·34:1:rn- --- ---·-·-o.oo
Issue of Boods (ino'udlng prem'um) {Net} 32857.60 21143_54 21388.12 27758.41 10313_05
- ·····-··
- Raising of long Term loans (Net) (7865.00) 5465.00 460.50 _____ 0663,_5,0J 1985.00
R8l$mg of Fore)gn Currency Loans {Net)
--··-- 566.33 ai.2.Y ·--"2853.48- 481.46 ------2214-:-60"
Rals'ng of Short Term Loans {Net) - Commercial paper 805.00 (3650.00) 5000.00 (4050.00) 3400.00
loan -~~.'~st flxOO Deposits /WOikiitg Capital Demafld loan f OD f CC f 1926.17 (3819.77) (251.43) 1830.16 565.92
Interest Subs.'<ly Fund (12.52) (21.91) ·--(i3Ci.43l ---(75.66) (211.62)
Unda'me-d Boods (Net)
----- (0_57) (0.17) {0.56) {1.25) (16.31)
Payment of F!flal Dl-Ykiend \lf)C!ucfng CQrporate DMdend Tax) of Prev'.ous
year (30.89) {154.43) (153.41) (230.11) (200.76)
Payment of Interim Dividend \mdud4rg Corporate Oiv'.derrd Tax) of Current
(1346.14) (1359.05) (920.49) {767.03) (468.44)
year
Net Cash fn.flow f~~l!'_!'_lnanclng Activities
--- --
26881.98 17670.92 27947~!1!_ -.£!~?:~~- 175~1~'!!_
- -

Net lncreasefDecrease In Cash & Cii.$h Equivalents


4960.75 (4511.77) 2598.44 {338.76) 920.27
Add: Cash &Dish Equ.'va~nls at 00g·M'flQ of the period ,._., 4570.47 1972.03 2310.79 1390.52
-
Cash & Cash ecj-U1V.iiiints at the end of the period 5019.44 58.69 4570.47 1972.03 2310.79
- ·---- - -
Details of Cash & Cash ~~ulvalents at the end of the year:
__IL Ba\-ances in current accounts ••ith:
Reserve Bank of Ind'a 6.65 0.05 0.05 0.05 0.05
Schecllt.ed Banks -- -----
127.16 0.26 2.94 __1_8_11_ - 24_7-?1_
_J!l_ gieques in hand 0.01 58.36 0.01 0.06 0.38
Ill) Imprest v.ith postal authority o.00~ 0.00 0.01 0.01
- O.<?Q_ -
Fixed Deposlls v.\th Schedu',ed Banks
•l (orig-Ml maturity up to three months)
4692 22 0.00 4567.47 1953 20 2063.14
-
Sub Total (I) 5 019.44 58.69 4 570.47 1 972.03 2 310.79

Dela Its of Earmarked Cash and Bank Balances at the end of the year:
Ba!ances in current accounts v.\th schedl.l'.-ed banks for payment of interest
I) ori bonds, Ori.dend, etc. 1-36 1.50 1.25 0.96 0.61

II) IPDS
Balances !fi_?Jrrenl aCCOllflt v.ith sche-dd.e banks 5.00 o_oo 0.00 0.00 0.00
Fixed Deposits v.\th Banks 45.00 0.00 0.00 0.00 000
- --- --
ill) APDRP
----- ---- ----

,,,
Fixed Deposits v.\th Ban.'.;s
Pui>~<:: issue Account vi.th Escrow Co!~ection Ban.\er
0.00
0.00
0.00
0.00
12.11
165.37
11.01
0.00
34.89
0.00
Sub !Cll_al_(ll) 51.36 1.50 178.73 11.99 35.60
Other Balances

I) Fixed Deposlls ~~th ~~u'.e-d Banks (orig.ml maturity more than three mo 0.00 0.00 4.74 4.23 4:62
1
I 4.74 4.23 4;02
Total Cash and Bank B~ar)ce 9t the end of the year. (1+11) I 5,070.80 60.19 4,753.94 1 988.25 2 350.31

·----- =~ \ _, j ,··

343
FY 2014-15

Part - B
SIGNIFICANT ACCOUNTING POLICIES
1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention
on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP),
notified Accounting Standards and relevant provisions of the Companies Act, 1956 and 2013.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.
2 RECOGNITION OF INCOME/EXPENDITURE
2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 6.2, infra is
recognized in the year of its receipt. However, any unrealized income recognized before the
asset in question became non-performing asset or the income recognized in respect of
assets as stated in the proviso to paragraph 6.2, infra which remained due but unpaid for a
period more than six months is reversed.

2.1.2 Income under the head carbon credit is accounted for in the year in which it is received by
the Company.

2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire
amount due on time.

2.3 Discount / financial charges / interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 Prior period expenses/ income and prepaid expenses upto < 5,000/- are charged to natural
heads of account.

3. FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the book
value or net realizable value.

3.2 Additions to fixed assets are being capitalized on the basis of bills approved or estimated
value of work done as per contracts in cases where final bills are yet to be received /
approved.

3.3 Depreciation on assets is provided on , original cost of the asset reduced by its residual
value estimated from time to time, as per written down value method, over the useful lives
of the assets as per Companies Act, 2013.

3.4 Items of fixed assets acquired during the year costing up to< 5,000/- are fully dep<eciated.

~
,,"!'..:•""~
,+"""
ll;:'"
?k_-._... P~-

344
4 INTANGIBLE ASSETS / AMORTIZATION

4.1 Intangible assets such as so~ware are shown at the cost of acquisition less
accumulated amortisation, and amortization is done under straight-line method over
the life of the assets estimated by the Company.

5 '
INVESTMENTS

5.1 Current investments are valued individually at lower of cost or fair value.

5.2 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

6 PROVISIONS/ WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

6.1 PFC being a Government owned Non-Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

6.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues if any, when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and any amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realisation basis.

i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated 11.11.2008.

ii) A facility which is backed by the Central I State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department, for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the Company shall follow the Government order issued foe
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

iv) Non servicing of part of dues due to dispute by the borrower for a period not
exceeding 12 months from the date from which the company's dues have not been
paid by the borrower. The disputed income shall be recognized ()J11Y when it is
.actually realized. Any such disputed income already recognized in the books of

2
~-- ___ _
?.B----•'
..
·~~

345
accounts shall be reversed. Disputed dues means amount on account of financial
charges like commitment charges, penal interest etc. and the disputed differential
income on account of interest reset not serviced by the borrower due to certain
issues remains unresolved. A dispute shqli° be acknowledged on case to case basis
with the approval of the Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits, hire purchase and
lease assets are given as under:

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA for a period exceeding 18 months Doubtful asset
(iii) When an asset is identified as loss asset or assets
remain doubtful asset for a period exceeding
36 months, which-ever is earlier Loss asset

For the purpose of assets classification and provisioning:

a) Facilities granted to Government Sector & Private Sector Entities shall be


classified borrower wise wi.th the following exceptions:

i) Government sector loans, where cash flow from each project are separately
identifiable and applied to the same project, PFC shall classify such loans on
project wise basis.

b) The amount of security deposits kept by the borrower with the PFC in pursuance
to the lease agreement together with the value of any other security available in
pursuance to the lease agreement may be deducted against the provisions
stipulated above.

c) NPA subjected to rescheduling and/or renegotiation and/or restructuring, whether


in respect of installments of principal amount, or interest amount, by whatever
modality, shall not be upgraded to the standard category until expiry of one year
of satisfactory performance under the restructuring and/or rescheduling and/or
renegotiation terms.

d) Interest restructuring which is normally done by PFC to help the borrowers to


convert the past high cost debts into lower interest bearing debts will not be
considered as re-schedulement / debt restructuring.

Facilities falling under paragraph 6.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per .PFC
Prudential Norms applicable from time to time.

6.4 Provision against NPAs (Assets other than Hire Purchase and Leased assets) is made at
the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion / facility including that guaranteed by the State I Central
Government or by the State Government undertaking for deduction from
central plan allocation or loan to state department.

Upto 1 year 20%


1 - 3 years 30%

346
(b) Unsecured* 100%
* A facility which is backed by Central / State Government Guarantee or by
State Government undertaking for deduction from central plan allocation or
a loan to state department would be treated as secured for the purpose of
making provision.

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

6.5 The provisioning requirements in respect of hire purchase and leased assets shall be as
per Para 9(2) of the Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 issued vide circular dated
1st July, 2013 and subsequent amendments issued from time to time.

The para 9(2) as mentioned above is reproduced hereunder-


11
Lease and hire purchase assets

(2) The provisioning requirements in respect of hire purchase and leased assets shall be
as under:

Hire purchase assets

(i) In respect of hire purchase assets, the total dues (overdue and future installments
taken together) as reduced by

(a) the finance charges not credited to the statement of profit and loss and carried
forward as unmatured finance charges; and

(b) the depreciated value of the underlying asset, shall be provided for.

Explanation: For the purpose of this paragraph, the depreciated value of the asset
shall be notionally computed as the original cost of the asset to be reduced
by depreciation at the rate of twenty per cent per annum on a straight line method;
and in the case of second hand asset, the original cost shall be the actual cost
incurred for acquisition of such second hand asset.

Additional provision for hire purchase and leased assets

(ii) In respect of hire purchase and leased assets, additional provision shall be made as
under:
.

(a) Where hire charges or lease rentals are overduE


Nil
uoto 12 months
10 percent of the net
(b) where hire charges or lease rentals are overduE
book value
for more than 12 months but upto 24 months
(c) where hire charges or lease rentals are overduE 40 percent of the ne
for more than 24 months but uoto 36 months book value
(d) where hire charges or lease rentals are overduE 70 percent of the ne'
for more than 36 months but uoto 48 months book value
(e) where hire charges or lease rentals are overdue; 100 percent of the ne•
for more than 48 months - c
book value .
•.

347
(iv) On expiry of a period of 12 months after the due date of the last installment
of hire purchase/leased asset, the entire net book value shall be fully
provided for.

6.6 Standard Assets (including for Hire Purchase & Leased assets)

(as per Para 9(A) of the Non -Banking Financial (Non- Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 and subsequent
amendments issued from time to time.]

Provision for standard assets* at 0.25 percent of the outstanding shall be made, which
shall not be reckoned for arriving at net NPAs. The provision towards standard assets
need not be netted from gross advances but shall be shown separately as 'Contingent
Provisions against Standard Assets' in the balance sheet.

*For the purpose of provisioning on Standard Assets, Standard Assets shall mean Loans
and advances classified as Standard Assets.

6.7 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the Company under
the· following stages:

a) Before commencement of commercial production


b) After commencement of.commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and / or
rescheduling and/or renegotiation of principal and/ or of interest may take place,
with or without s·acrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring / reschedulement / renegotiation of terms
of loan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule* before COD** of the


project in respect of Government Sector Entities, without any sacrifice*** of
either principal or interest, will not be considered as restructuring / rescheduling /
renegotiation for the purpose of applicability of this .section.
* including change in terms w.r.t payment of principal consequent to cost overrun
funding

** Completion Date for projects where COD is not applicable.

*** The term "sacrifice" shall mean waiver / reduction of principal and / or the
interest dues and / or future applicable interest rate as a part of Restructuring /
Reschedulement / Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured / Rescheduled f Renegotiated


Loans:

348
Where the asset is partly secured, a prov1s1on to the extent of shortfall in the
security available, shall be made while restructuring and / or rescheduling and /
or renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured/ Rescheduled/ Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal


alone, at any of the aforesaid first two stages shall not cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is made there
against.

(iv) Treatment of Restructured / Rescheduled I Renegotiated sub-standard Asset:


A sub-standard asset shall continue to remain in the same category in case of
restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured / Rescheduled I Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and / or renegotiation and / or


restructuring, whether in respect of instalments of principal amount, or interest
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring and I
or rescheduling.and/or renegotiation terms.

Note

a) Satisfactory Performance means where no payment should remain overdue for


a period of more than number of days after which it would be classified as NPA. In
addition there should not be any overdue at the en·d of one year period. Further,
the satisfactory performance is to be seen in respect of all the outstanding
loan/facilities in the account.
G

349
b) Asset classification of sub-standard asset will not deteriorate upon rescheduling
and/or renegotiation and/or restructuring whether in respect of instalments of
principal amount or interest amount by whatever modality, if satisfactory
performance is demonstrated during the period of one year under the
restructuring and/or rescheduling and/or renegotiation terms.

c) In case, however, satisfactory performance· after a period of one year is not


evidenced, the asset classification of the restructured account would be governed
as per the applicable prudential norms with reference to the pr·e-restructuring
payment schedule*.

*pre-restructuring payment schedule shall mean the date on which the loan asset
became NPA on the first occasion.

_ (viii) Reversal of Provision:

The provisions* held by the non-banking financial companies against non-


performing infrastructure loan, which may be classified as 'standard' in terms of
paragraph 6. 7(iii) above, shall continue to be held until full recovery of the loan is
made.

* The provision which is made in a restructured / rescheduled / renegotiated


account towards interest sacrifice.

(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity.

(x) Conversion of Debt into Debentures:

Where principal amount and / or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and /
or rescheduled and / or renegotiated and which are fully or partly secured
standard / sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation shall


cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central I State Government Guarantee or by


state government undertaking for deduction from central pl9n allot;ition or a
7

350
loan to state department.

b) Loans falling under paragraph 6.2(i).

(xii) Accounting Policy stated at 6. 7 (i) to 6. 7(xi) to be read with the following
paragraphs:

a) PFC's restructuring norms approved by MoP will be applicable till


31.03.2017 for Transmission & Distribution, Renovation & Modernization
and Life Extension projects and also the hydro projects in Himalayan region
or affected by natural disasters.
b) All new project loans (except covered under 6.7 (xii)(a) above) sanctioned
with effect from 01.04.2015 to generating companies, to be regulated by
the RBI norms for restructuring and provisioning.
c) Loans (except covered under 6.7 (xii)(a) above) already sanctioned upto
31.03.2015 will, continue to be subjected to PFC's restructuring norms
approved by the Ministry of Power, however provisioning on loan assets of
generating companies will be as per RBI norms.

7 FOREIGN EXCHANGE TRANSACTIONS

7.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11:

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11:

(i) Foreign currency loan liabilities.


(ii) Funds kept in foreign currency account with banks abroad.
(iii) Contingent liabilities in respect of guarantees given in foreign currency.
(iv) Income earned abroad but not remitted/ received in India.
(v) Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency loans/borrowing.

7 .3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

7.4 Jn case of loan from KFW, Germany, exchange difference is transferred to Interest
Differential Fund Account - KFW as per loan agreement.

7 .5 In accordance· with the paragraph 46A of the Accounting Standard (AS) 11, the
exchange differences on the long term foreign currency monetary items are amortized
over their balance period.

8. DERIVATIVE TRANSACTIONS

8.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or lia.bilities.

351
8.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

9. Accounting of Government of India (Gol) schemes:

9.1 The Company acts as a channelizing /nodal agency for pass-through of loans/ grants/
subsidies to beneficiaries under various schemes of the Govt. of India. The Company
receives· the amount on such account and disburses it to the eligible entities in
accordance with the relevant schemes.

9.2 Where funds are first disbursed to the beneficiary, the same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

9.3 Where funds are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the beneficiary.

9.4 The income on account of fee etc. arising from implementation of such Go! schemes is
accounted for in accordance with the respective scheme / Go! directives as applicable.

10. INTEREST SUBSIDY FUND

10.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Gene.ration & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any excess I
shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on completion
of respective scheme.

10.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting· statem·ent of Profit & Loss, at rates specified in
the Scheme.

11 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

11.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

11.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

11.3 Interest on amount recoverable from subsidiaries (promoted as SPVs for Ultra Mega
Power Projects) is accounted for at the rate of interest applicable for project loan I
scheme (generation) to state sector borrower (category A) as per the policy of the
Company.

11.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

11.5 The Company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable, when an UMPP is abandoned by the Ministry of Power, Government of
India.

12 EMPLOYEE BENEFITS

12.1 Provident Fund, Gratuity, Pension Fund and Post Retirement Benef1.~t<'
9 '/
(,,;., . ".~s -~- ./
/.. '

352
Company's contribution paid / payable during the financial year towards provident fund
and pension fund are charged in the statement of Profit and Loss. The Company's
obligation towards gratuity to employees and post retirement benefits such as medical
benefits, economic rehabilitation benefit, and settlement allowance after retirement are
actuarially determined and provided for as per Accounting Standard - 15 (Revised).

12.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised)
13 INCOME TAX

13.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences · between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantively enacted by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

13.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and'maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not capable
cif being reversed and thus it becomes a permanent difference. The Company does not
create any deferred tax liability on the said reserve in accordance with the clarification
of the Accounting Standard Board of the Institute of Chartered Accountants of India.

14. CASH FLOW STATEMENT

Cash flow statement is prepared in accordance with the indirect method prescribed in
Accounting Standard - 3 on Cash Flow Statement.

15. CASH AND CASH EQUIVALENTS

Cash comprises cash on hand, demand deposits with banks, imprest with postal
authorities and cheques / drafts / pay orders in hand. The Company considers cash
equivalents as all short term balances (with an original maturity of three months or less
from the date of acquisition), highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant risk of changes in v<11ue .

.. IO

353
FY 2013-14

Part - B
SIGNIFICANT ACCOUNTING POLICIES
1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention
on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.
2 RECOGNITION OF INCOME/EXPENDITURE
2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 6.2, infra is
recognized in the year of its receipt. However, any unrealized income recognized before the
asset in question became non-performing asset or the income recognized in respect of
assets as stated in the proviso to paragraph 6.2,infra which remained due but unpaid for a
period more than six months is reversed.

2.1.2 Income under the head carbon credit is accounted for in the year in which it is received by
the Company.

2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire
amount due on time.

2.3 Discount / financial charges / interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 The Company raises demand for principal installments due, as per loan agreements. The
repayment is adjusted against earliest disbursement, irrespective of the rate of interest
being charged on various disbursements.
2.8 Prior period expenses/ income and prepaid expenses upto < 5,000/- are charged to natural
heads of account.

3. FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the book
value or net realizable value.

3.2 Additions to fixed assets are being capitalized on the basis of bills approved or estimated
value of work done as per contracts in cases where final bills are yet to be received /
approved. , ·

354
3.3 Depreciation on assets is provided on written down value method, in accordance with the
rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Items of fixed asse.ts acquired during the year costing up to< 5,000/- are fully depreciated.

4 INTANGIBLE ASSETS /AMORTIZATION

4.1 Intangible assets such as software are shown at the cost of acquisition, and
amortization is done under straight-line method over the life of the assets estimated by
the Company.

S INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

5.2 Unquoted current investments are valued at lower of cost or fair value.

5.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

5.4 Investments in mutual funds/ venture capital funds are valued at cost, less diminution,
if any, other than temporary. However, diminution in value is reversed, when there is
rise in the value or if the reason for the reduction no longer exists.

6 PROVISIONS/ WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

6.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

6.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues .if any , when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and any amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realisation basis.

i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No. 7675/21.04.048/2008-09 dated 11.11.2008.

ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department , for a period not exceeding 12 months frorn the date from
which Comp;my's dues have not been paid by the borrower•.
I

355
iii) A loan disbursed to an integrated power entity which is bifurcated on account of
division of states, the Company shall follow the Government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

iv) Non servicing of part of dues due to dispute by the borrower for a period not
exceeding 12 months from the date from which the company's dues have not been
paid by the borrower. The disputed income shall be recognized only when it is
actually realized. Any such disputed income already recognized in the books of
accounts shall be reversed. Disputed dues means amount on account of financial
charges like commitment charges, penal interest etc. and the disputed differential
income on account of interest reset not serviced by the borrower due to certain
issues remains unresolved. A dispute shall be acknowledged on case to case basis
with the approval of the Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits, hire purchase and
lease assets are given as under:

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA for a period exceeding 18 months Doubtful asset
(iii) When an asset is identified as loss asset or assets
remain doubtful asset for a period exceeding
36 months, which-ever is earlier Loss asset

For the purpose of assets classification and provisioning:

a) Facilities granted to Government Sector & Private Sector Entities shall be


classified borrower wise with the following exceptions :

i) Government sector loans, where cash flow from each project are separately
identifiable and applied to the same project, PFC shall classify such loans on
project wise basis. ·

b) The amount of security deposits kept by the borrower with the PFC in pursuance
to the lease agreement together with the value of any other security available in
pursuance ·to the lease agreement may be deducted against the provisions
stipulated above.

c) NPA subjected to rescheduling and/or renegotiation and/or restructuring, whether


in respect of installments of principal amount, or interest amount, by whatever
modality, shall not be upgraded to the standard category until expiry of one year
of satisfactory performance under the restructuring and/or rescheduling and/or
renegotiation terms. '

d) Interest restructuring which is normally done by PFC to help the borrowers to


convert the past high cost debts into lower interest bearing debts will not be
considered as re-schedulement /debt restructuring.

e) Facilities falling under paragraph 6.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per PFC
Prudential Norms applicable from time to time. ·

356
6.4 Provision against NPAs (Assets other than Hire Purchase and Leased assets) is made at
the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion / facility including that guaranteed by the State / Central
Government or by the State Government undertaking for deduction from
central plan allocation or loan to state department.

Upto 1 year 20%


1 - 3 years 30%
More than 3 years 100%
(b) Unsecured* 100%
* A facility which is backed by Central / State Government Guarantee or by
State Government undertaking for deduction from central plan allocation or
a loan to state department would be treated as secured for the purpose of
making provision.
(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

6.5 The provisioning requirements in respect of hire purchase and leased assets shall be as
per Para 9(2) of the Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 issued vide circular dated
1st July, 2013 and subsequent amendments issued from time to time.

The para 9(2) as mentioned above is reproduced hereunder-

"Lease and hire purchase assets

(2) The provisioning requirements in respect of hire purchase and leased assets shall be
as under:

Hire purchase assets

(i) In respect of hire purchase assets, the total dues (overdue and future installments
taken together) as reduced by

(a) the finance charges not credited to the statement of profit and loss and carried
forward as unmatured finance charges; and

(b) the depreciated value of the underlying asset, shall be provided for.

Explanation: For the purpose of this paragraph, the depreciated value of the asset
shall be notionally computed as the original cost of the asset to be reduced
by depreciation at the rate of twenty per cent per annum on a straight line method;
and in the case of second hand asset, the original cost shall be the actual cost
incurred for acquisition of such second hand asset.

Additional provision for hire purchase and leased assets

"'
4

357
(ii) In respect of hire purchase and leased assets, additional provision shall be made as
under:

(a) Where hire charges or lease rentals are overdu<


Nil
uoto 12 months
10 percent of the ne
(b) where hire charges or lease rentals are overdu<
book value
for more than 12 months but upto 24 months
(c) where hire charges or lease rentals are overdu< 40 percent of the ne
for more than 24 months but uoto 36 months book value
(d) where hire charges or lease rentals are overdue 70 percent of the ne
for more than 36 months but unto 48 months book value
(e) where hire charges or lease rentals are overdue 100 percent of the nel
for more than 48 months book value

(iii) On expiry of a period of 12 months after the due date of the last installment of
hire purchase/leased asset, the entire net book value shall be fully provided for.

6.6 Standard Assets (including for Hire Purchase & Leased assets)

[as per Para 9(A) of the Non -Banking Financial (Non- Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 and subsequent
amendments issued from time to time.]

Provision for standard assets* at 0.25 percent of the outstanding shall be made, which
shall not be reckoned for arriving at net NPAs. The provision towards standard assets
need not be netted from gross advances but shall be shown separately as 'Contingent
Provisions against Standard Assets' in the balance sheet.

*For the purpose of provisioning on Standard Assets, Standard Assets shall mean Loans
and advances classified as Standard Assets.

6.7 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the Company under
the following stages:

a) Before commencement of commercial production


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and I or
rescheduling and/or renegotiation of principal and/ or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring / reschedulement / renegotiation of terms
of loan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule before COD* of the project
in respect of Government Sector Entities, without any sacrifice** of either
principal or interest, will not be considered as restructuring I rescheduling I
renegotiation for the purpose of applicability of this section.
5
l./

358
* Completion Date for projects where COD is not applicable.

** The term "sacrifice" shall mean waiver I reduction of principal and I or the
interest dues and / or future applicable interest rate as a part of Restructuring I
Reschedulement / Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured / Rescheduled I Renegotiated


Loans:

Where the asset is partly secured, a prov1s1on to the extent of shortfall in the
security available, shall be made while restructuring and / or rescheduling and I
or renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured / Rescheduled / Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal


alone, at any of the aforesaid first two stages shall not cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is made there
against.

(iv) Treatment of Restructured / Rescheduled I Renegotiated sub-standard Asset:

A sub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured / Rescheduled / Renegotiated Sub-


standard Infrastructure loan:

359
The sub-standard asset subjected to rescheduling and / or renegotiation and / or
restructuring, whether in respect of instalments of principal amount, or interest
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring and /
or rescheduling and/or renegotiation terms.

Asset classification of sub-standard asset will not deteriorate upon rescheduling


and/or renegotiation and/or restructuring whether in respect of instalments or
principal amount or interest amount by whatever modality, if satisfactory
performance is demonstrated during the period of one year under the
restructuring and/or rescheduling and/or renegotiation terms.

(viii) Reversal of Provision:

The provisions* held by the non-banking financial companies against non-


performing infrastructure loan, which may be classified as 'standard' in terms of
paragraph 6.7(iii) above, shall continue to be held until full recovery of the loan is
made.

* The provision which is made in a restructured / rescheduled / renegotiated


account towards interest sacrifice.

(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity.

(x) Conversion of Debt into Debentures:

Where principal amount and / or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and I
or rescheduled and / or renegotiated and which are fully or partly secured
standard / sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation shall


cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central I State Government Guarantee or by


state government undertaking for deduction from central plan allocation or a
loan to state department.

b) Loan~ falling under paragraph 6.2(i).

360
7 FOREIGN EXCHANGE TRANSACTIONS

7.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i) Foreign currency loan liabilities.


(ii) Funds kept in foreign currency account with banks abroad.
(iii) Contingent liabilities in respect of guarantees given in foreign currency.
(iv) Income earned abroad but not remitted/ received in India.
(v) Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency loans/borrowing.

7 .3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

7.4 In case of loan from KFW, Germany, exchange difference is transferred to Interest
Differential Fund Account - KFW as per loan agreement.

7.5 In accordance with the paragraph 46A of the Accounting Standard (AS) 11, the
exchange differences on the long term foreign currency monetary items are amortized
over their balance period.

8. DERIVATIVE TRANSACTIONS

8.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

8.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

9 GRANTS FROM GOVERNMENT OF INDIA

9.1 Where grants are first disbursed to the grantee, the same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

9.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

10 INTEREST SUBSIDY FUND

10.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest dem<inds. Any excess /

~
..·> /
8 c.:-c•"
l~ ~·
,,-/

361
shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on completion
of respective scheme.

10.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting statement of Profit & Loss, at rates specified in
the Scheme.

11 R-APDRP FUND

11.1 Amounts received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on-lending to
eligible borrowers are back to back arrangements with no profit or Joss arising to the
Company.

12 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

12.1 Expenditure incurred on the subsidiaries is debited to the account "Amoun.t recoverable
from concerned subsidiary".

12.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

12.3 Interest on amount recoverable from subsidiaries (promoted as SPVs for Ultra Mega
Power Projects) is accounted for at the rate of interest applicable for project Joan I
scheme (generation) to state sector borrower (category A) as per the policy of the
Company.

12.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate Joans and interest is provided on unused
portion of these Joans at the mutually agreed interest rates.

12.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds of RFQ I RFP document received by
the subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

12.6 The Company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable, when an UMPP is abandoned by the Ministry of Power, Government of
India. ·

13 EMPLOYEE BENEFITS

13.1 Provident Fund, Gratuity, Pension Fund and Post Retirement Benefits

Company's contribution paid /payable during the financial year towards provident fund
and pension fund are charged in the statement of Profit and Loss. The Company's
obligation towards gratuity to employees and post retirement benefits such as medical
benefits, economic rehabilitation benefit, and settlement allowance after retirement are
actuarially determined and provided for as per Accounting Standard - 15 (Revised).

13.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Sta~dard - 15 (Revised)

14 INCOME TAX

9
'•

362
14.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantively enacted by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

14.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not capable
of being reversed and thus it becomes a permanent difference. The Company does not
create any deferred tax liability on the said reserve in accordance with the clarification
of the Accounting Standard Board of the Institute of Chartered Accountants of India.

15 CASH FLOW STATEMENT

Cash flow statement is prepared in accordance with the indirect method prescribed in
Accounting Standard - 3 on Cash Flow Statement.

lO

363
FY 2012-13

Part - B

SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention
on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting 'Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.

2 RECOGNITION OF INCOME/EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 6.2,infra is
recognized in the year of its receipt. However, any unrealized income recognized before the
asset in question became non-performing asset or the income recognized in respect .of
assets as stated in the proviso to paragraph 6.2,infra which remained due but unpaid for a
period more than six months is reversed.

2.1.2 Income under the head carbon credit is accounted for in the year in which it is received by
the Company.

2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire
amount due on time.

2.3 Discount / financial charges / interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 The Company raises demand for principal installments due, as per loan agreements. The
repayment is adjusted against earliest disbursement, irrespective of the rate of interest
being charged on various disbursements.

2.8 Prior period expenses/ income and prepaid expenses upto ;r 5,000/- are charged to natural
heads of account.

2.9 (i) Nodal Agency Fees under Restructured Accelerated Power Development and Reforms
Programme (R - APDRP) are accounted for @1 % of the sanctioned project cost in three
stages- 0.40% on sanction of the project, 0.30% on disbursement of the funds and
remaining 0.30% after completion of the sanctioned project (for Part - A) and
verification of AT&C loss of the project areas (for Part - B).

(ii) Actual expenditure incurred for operationalising the R- APDRP are reimbursed by
Ministry of Power, Government of India and is accounted for in the period in which the
expenditure is so incurred.

364
3. FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

3.2 Additions to fixed assets are being capitalized on the basis of bills approved or
estimated value of work done as per contracts in cases where final bills are yet to be
received/ approved.

3.3 Depreciation on assets is provided on written down value method, in accordance with
the rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Items of fixed assets acquired during the year costing up to < 5,000/- are fully
depreciated.

4 INTANGIBLE ASSETS /AMORTIZATION

4.1 Intangible assets such as software are shown at the cost of acquisition, and
amortization is done under straight-line method over the life of the assets estimated by
the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

5.2 Unquoted current investments are valued at lower of cost or fair value.

5.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

5.4 Investments in mutual funds / venture capital funds are valued at cost, less diminution,
if any, other than temporary. However, diminution in value is reversed, when there is
rise in the value or if the reason for the reduction no longer exists.

6 PROVISIONS / WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

6.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

In respect of private sector utilities, the Company applies RBI exposure norms, as
advised by RBI, vide their letter of December, 2008. Further, RBI exempted PFC from
its prudential exposure norms in respect of lending to State / Central entities in power
sector till March'2012, vide their letter dated 18.03.2010. RBI has now extended the
exemption from its prudential norms upto March'2013, vide their letter dated
04.04.2012.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, :Fe mainl>ains CRAR as applicable to ~C.

. .,~
,,.,,
..;. /

365
6.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues if any , when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and an·y amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realisation basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated 11.11.2008 are classified in
line with RBI guidelines for asset classification of Infrastructure projects, as
applicable to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department , for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the company shall follow the government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding
12 months from the date from which the company's dues have not been paid by
the borrower. The disputed income shall be recognized only when it is actually
realized. Any such disputed income already recognized in the books of accounts
shall be reversed. Disputed dues means amount on account of financial charges
like commitment charges , penal interest etc. and the disputed differential income
on account of interest reset not serviced by the borrower due to certain issues
remains unresolved. A_ dispute shall be acknowledged on case to case basis with
the approval of the Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are
given as under

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA exceeding 18 months Doubtful asset
(iii) When an asset is identified
as loss asset or assets remain doubtful asset
exceeding 36 months, whichever is earlier Loss asset

6.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion / facility including that guaranteed by the state / central
government or by the state government undertaking for deduction from
central plan allocation or loan to state department.

366
Upto 1 year 20%
1 - 3 years 30%
More than 3 years 100%
(b) Unsecured 100%

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

For the purpose of assets classification and provisioning -

(i) facilities granted to Government sector entities are considered loan-wise.


(ii) facilities granted to Private sector entities are considered borrower -wise.
(iii) facilities falling under paragraph 6.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per PFC
Prudential Norms applicable from time to time.

6.5 Provision for standard assets shall be created in phases in three years from the FY
2012-13 @ of 0.0833% p.a, in order to bring it to 0.25% on 31'' March 2015. This
provision ·shall not be netted off from gross loan assets, but shall be shown separately
in the balance sheet.

6.6 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the company under
the following stages:

a) Before commencement of commercial production


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and / or
rescheduling and/or renegotiation of principal and / or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring / reschedulement / renegotiation of terms
of loan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule before COD* of the project
in respect qf Government Sector Entities, without any sacrifice** of either
principal or interest, will not be considered as restructuring / rescheduling /
renegotiation for the purpose of applicability of this section.

* Completion Date for projects where COD is not applicable.

367
** The term "sacrifice" shall mean waiver / reduction of principal and / or the
interest dues and / or future applicable interest rate as a part of Restructuring I
Reschedulement / Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured / Rescheduled I Renegotiated


Loans:

Where the asset is partly secured, a prov1s1on to the extent of shortfall in the
security available, shall be made while restructuring and / or rescheduling and I
or renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured / Rescheduled / Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal


alone, at any of the aforesaid first two stages shall hot cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
·within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 ·per cent provision is made there
against.

(iv) Treatment of Restructured/ Rescheduled/ Renegotiated sub-standard Asset:

A sub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured / Rescheduled / Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and / or renegotiation and / or

~"""" """ wO.clO.c '" '°"';' "' '"' -'m'"" "' '"oc"" 'm""};;;"re""

368
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring and I
or rescheduling and/or renegotiation terms.

(viii) Reversal of Provision:

Reversal of provision made for a restructured / rescheduled I renegotiated NPA


towards principal is permitted when the account becomes a standard asset. The
provision made in a restructured / rescheduled / renegotiated account towards
interest sacrifice may be reversed every year (NPV of interest sacrifice for the
respective year) on receipt of all repayment obligations for the respective year.

(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity.

(x) Conversion of Debt into Debentures:

Where principal amount and / or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and I
or rescheduled and / or renegotiated and which are fully or partly secured
standard / sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation shall


cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central I State Government Guarantee or by


state government undertaking for deduction from central plan allocation or a
loan to state department.

b) Loans falling under paragraph 6.2(i).

7 FOREIGN EXCHANGE TRANSACTIONS:

7.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

369
7 .2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i)Foreign currency loan liabilities.


(ii)Funds kept in foreign currency account with banks abroad.
(iii)Contingent liabilities in respect of guarantees given in foreign currency.
(iv)Income earned abroad but not remitted/ received in India.
(v)Loans granted in foreign currency.
(vi)Expenses and income accrued but not due on foreign currency loans/borrowing.

7 .3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

7.4 In case of loan from KFW, Germany, exchange difference is transferred to Interest
Differential Fund Account - KFW as per loan agreement.

7 .5 In accordance with the paragraph 46A of the Accounting Standards (AS) 11, the
exchange differences on the long term foreign currency monetary items are amortized
over their balance period.

8. Derivative transactions

8.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

8.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

9 GRANTS FROM GOVERNMENT OF INDIA:

9.1 Where grants are first disbursed to the grantee, the same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

9.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

10 INTEREST SUBSIDY FUND

10.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any excess I
shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on completion
of respective scheme. ·

10.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting statement of Profit & Loss, at rates specified in
the Scheme.

11 R-APDRP FUND

11.1 Amounts received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on lending to

370
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company.

12 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

12.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

12.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

12.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of
interest applicable for project loan / scheme (generation) to state sector borrower
(category A) as per the policy of the Company.

12.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

12.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds ·Of RFQ / RFP document received by
the subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

12.6 The Company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable, when an UMPP is abandoned by the Ministry of Power, Government of
India.

13 EMPLOYEE BENEFITS

13.1 Provident Fund, Gratuity, Pension Fund and Post Retirement Benefits

Company's contribution paid/ payable during the financial year towards Provident Fund
and pension fund are charged in the statement of Profit and Loss. The Company's
obligation towards gratuity to employees and post retirement benefits such as medical
benefits, economic rehabilitation benefit, and settlement allowance after retirement are
actuarially determined and provided for.as per Accounting Standard - 15 (Revised).

13.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised)

14 INCOME TAX

14.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

371
Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantively enacted by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

14.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not capable
of being reversed and thus it becomes a permanent difference. The Company does not
create any deferred tax liability on the said reserve in accordance with the clarification
of the Accounting Standard Board of the Institute of Chartered Accountants of India.

15 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in
Accounting Standard ~ 3 on Cash Flow Statement.

372
FY 2011-12

PART B

SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on
accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.

2 RECOGNITIONOF INCOME/EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph
6.2, infra is recognized in the year of its receipt. However, any unrealized income
recognized before the asset in question became non-performing asset or the
income recognized in respect of assets as stated in the proviso to paragraph
6.2,infra which remained due but unpaid for a period more than six months is
reversed.

2.1.2 Income under the head carbon credit , is accounted for in the year in which it is
received by the Company.
2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of
entire amount due on time.

2.3 Discount /financial charges/interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2. 7 The Company raises demand for principal installments due, as per loan agreements. The
repayment is adjusted against earliest disbursement, irrespective of the rate of interest
being charged on various disbursements.

2.8 Prior period expenses/income and prepaid expenses up to< 5,000/- are charged to
natural heads of account.

2.9 (i) Nodal Agency Fees under Restructured Accelerated Power Development and
Reforms Programme (R - APDRP) are accounted for @1 % of the sanctioned project
cost in three stages- 0.40% on sanction of the project, 0.30% on disbursement of
the funds and remaining 0.30% after completion of the sanctioned project (for Part
- A) and verification of AT&C loss of the project areas (for Part - B).

(ii) Actual expenditure incurred for operationalising the R- APDRP are reimbursed by
Ministry of Power, Government of India and is accounted for in the period in which
the expenditure is so incurred.

373
3. FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

3.2 Additions to fixed assets are being capitalized on the basis of bills approved or
estimated value of work done as per contracts in cases where final bills are yet to be
received/ approved.

3.3 Depreciation on assets is provided on written down value method, in accordance with
the rates prescribed in Schedule XIV of the Companies Act, 1956.

3.4 Items of fixed assets acquired during the year costing up to< 5,000/- are fully
depreciated.

4 INTANGIBLE ASSETS / AMORTIZATION

4.1 Intangible assets such as software are shown at the cost of acquisition, and
amortization is done under straight-line method over the life of the assets estimated by
the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

5.2 Unquoted current investments are valued at lower of cost or fair value.

S.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

S.4 Investments in mutual funds/venture capital funds are valued at cost, less diminution,
if any, other than temporary. However, diminution in value is reversed, when there is
rise in the value or if the reason for the reduction no longer exists.

6 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

6.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

In respect of private sector utilities, the Company applies RBI exposure norms, as
advised by RBI, vide their letter of December, 2008. Further, RBI exempted PFC from
its prudential exposure norms in respect of lending to State / Central entities in power
sector till March'2012, vide their letter dated 18.03.2010.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

6.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
2

374
loan inclusive of unpaid interest and other dues if any , when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and any amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realization basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated 11.11.2008 are classified in
line with RBI guidelines for asset classification of Infrastructure projects, as
applicable to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department , for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the company shall follow the government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding
12 months from the date from which the company's dues have not been paid by
the borrower. The disputed income shall be recognized only when it is actually
realized. Any such disputed income already recognized in the books of accounts
shall be reversed. Disputed dues means amount <!In account of financial charges
like commitment charges , penal interest etc. and the disputed differential income
on account of interest reset not serviced by the borrower due to certain issues
remains unresolved. A dispute shall be acknowledged on case to case basis with
the approval of the Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are
given as under

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii)NPA exceeding 18 months Doubtful asset
(iii) When an asset is identified
as loss asset or assets remain doubtful asset
exceeding 36 months, which ever is earlier Loss asset

6.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion/facility including that guaranteed by the state I central


government or by the state government undertaking for deduction from
central plan allocation or loan to state department.

Up to 1 year 20%
1 - 3 years 30%
More than 3 years 100%
3

375
(b) Unsecured 100%

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

For the purpose of assets classification and provisioning -

(i) facilities granted to Government sector entities are considered loan-wise.


(ii) facilities granted to Private sector entities are considered borrower -wise.
(iii) Facilities falling under paragraph 6.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per PFC
Prudential Norms applicable from time to time.
6.5 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the company under
the following stages:

a) Before commencement of commercial production


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and/or
rescheduling and/or renegotiation of principal and/or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring/reschedulement/renegotiation of terms of
loan agreement second time before COD of the project with the approval of Board
of Directors.

Provided further that extension of repayment schedule before COD* of the project
in respect of Government Sector Entities, without any sacrifice** of either
principal or interest, will not be considered as
restructuring/rescheduling/renegotiation for the purpose of applicability of this
section.

* Completion Date for projects where COD is not applicable.

** The term "sacrifice" shall mean waiver/reduction of principal and/or the


interest dues and/or future applicable interest rate as a part of Restructuring /
Reschedulement/ Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured/Rescheduled/Renegotiated


Loans:

376
Where the asset is partly secured, a prov1s1on to the extent of shortfall in the
security available, shall be made while restructuring and/or rescheduling and/or
renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured/Rescheduled/Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal


alone, at any of the aforesaid first two stages shall not cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is made there
against.

(iv) Treatment of Restructured/Rescheduled/Renegotiated sub-standard Asset:

A s.ub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Up gradation of Restructured/Rescheduled/Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and/or renegotiation and/or


restructuring, whether in respect of instalments of principal amount, or interest
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring
and/or rescheduling and/or renegotiation terms.

(viii) Reversal of Provision:

Reversal of provision made for a restructured/rescheduled/renegotiated NPA


towards principal is permitted When the account becomes a standard asset. The
provision made in a restructured/rescheduled/renegotiated account towards

377
interest sacrifice may be reversed every year (NPV of interest sacrifice for the
respective year) on receipt of all repayment obligations for the respective year.

(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity. ·

(x) Conversion of Debt into Debentures:

Where principal amount and/or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, abinitio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and I
or rescheduled and / or renegotiated and which are fully or partly secured
standard / sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation


shall cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central/State Government Guarantee or by state


government undertaking for deduction from central plan allocation or a loan
to state.department.

b) Loans falling under paragraph 6.2(i).

7 FOREIGN EXCHANGE TRANSACTIONS:

7.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i) Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

7.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i) Foreign currency loan liabilities.


(ii)Funds kept in foreign currency account with banks abroad.
(iii) Contingent liabilities in re:;;pect of guarantees given in foreign currency.
(iv)Income earned abroad but not remitted/ received in India.
(v)Loans granted in foreign currency.
(vi)Expenses and income accrued but not due on foreign currency loans/borrowing.
6

378
7 .3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

7.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to
Interest Differential Fund Account - KFW as per loan agreement.

7 .5 In accordance with the paragraph 46A of the Accounting Standards (AS) 11, the
exchange differences on the long term foreign currency monetary items are amortized
over their balance period."

8. Derivative transactions

8.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

8.2 · These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

9 GRANTS FROM GOVERNMENT OF INDIA:

9.1 Where grants are first disbursed to the grantee, the same are shown as· amount
recoverable from the Govt. of India and are squared up on receipt of amount.

9.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

10 INTEREST SUBSIDY FUND

10.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any
excess/shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on
completion of respective scheme.

10.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting Profit &Loss account, at rates specified in the
Scheme.

11 R-APDRP FUND

11.1 Amounts received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on lending to
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company.

12 INCOME/RECEIPT/EXPENDITURE ON SUBSIDIARIES

12.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

12.2 Expenses in respect of man days(employees) are allocated to subsidiaries and


administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

379
12.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of
interest applicable for project loan / scheme (generation) to state sector borrower
(category A) as per the policy of the Company.

12.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

12.5 Request for Qualification (RFQ) document / Request for Proposal (RFP)document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds of RFQ/RFP document received by the
subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

12.6 The Company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable, when an UMPP is abandoned by the Ministry of Power, Government of
India.

13EMPLOYEE BENEFITS

13.lProvident Fund, Gratuity and post retirement benefits

Company's contribution paid/payable during the financial year towards Provident Fund
is charged in the Profit and Loss Account. The Company's obligation towards gratuity
to employees and post retirement benefits such as medical benefits, economic
rehabilitation benefit, and . settlement allowance after retirement are actuarially
determined and provided for as per Accounting Standard - 15 (Revised).

13.20ther Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised)

14 INCOME TAX

14.1.Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantially established by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

14.2.Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not
capable of being reversed and thus it becomes a permanent difference. The Company
does not create any deferred tax liability on the said reserve in accordance with the
clarification of the Accounting Standard Board of the Institute of Chartered
Accountants of India.

15 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in

1t/
Accounting Standard - 3 on Cash Flow Statement.
8

380
FY 2010-11

PART B

SIGNIFICANT ACCOUNTING POLICIES


l BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on
accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and I or
materialized.

2 RECOGNITION OF INCOME/ EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.l Income on non-performing assets and assets stated· in the proviso to paragraph
6.2, infra is recognized in the year of its receipt. However, any unrealized income
recognized before the asset in question became non-performing asset or the
income recognized in respect of assets as stated in the proviso to paragraph 6.2,
infra which remained due but unpaid for a period more than six months is
reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power
Projects is accounted for on transfer of the project to the successful bidder.

2.1.3 Premium on interest restructuring is accounted for in the year in which the
restructuring is approved.

2.1.4 Premium on premature repayment of loan is accounted for in the year in which it
is received by the Company.

2.1.5 Rebate on account of timely payment by borrowers is accounted for, on receipt


of entire amount due on time.

2.1.6 Income under the head carbon credit, upfront fees, lead manager fees, facility
agent fees, security agent fee and service charges etc. on loans is accounted for
in the year in which it is received by the Company.

2.1.7 The discount / financial charges / interest on the commercial papers and zero
coupon bonds (deep discount bonds) are amortized proportionately over the
period of its tenure.

2.1.8 Expenditure on issue of shares is charged off to the share premium received on
the issue of shares.

2.2 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of
leases prior to 01.04.2001 is recognized on the basis of implicit interest rate, in the
lease, in accordance with Guidance Note on Accounting for Leases issued by the
Institute of Chartered Accountants of India. Leases effected from 01.04.2001 are
accounted for in accordance with Accounting Standard - 19 on Leases.

381
2.3. Income from dividend is accounted for in the year of declaration of dividend.

2.4. Recoveries in borrower accounts are appropriated as per the loan agreements.

2.5. The Company is raising demand of installments due as per loan agreements. The
repayment is adjusted against earliest disbursement irrespective of the rate of interest
being charged on various disbursements.

2.6. Prior period expenses / income and prepaid expenses upto Rs.5,000/- are charged to
natural heads of account.

2.7. (i) Nodal Agency Fees under Restructured Accelerated Power Development and
Reforms Programme (R - APDRP) is accounted for @1 % of the sanctioned project
cost in three steps- 0.40% on sanction of the project, 0.30% on disbursement of
the funds and remaining 0.30% after completion of the sanctioned project (for Part
- A) and verification of AT&C loss of the project areas (for Part - 8).

(ii) The actual expenditure incurred for operationalising the R- APDRP are reimbursable
from Ministry of Power, Government of India and accounted for in the period so
incurred.

3. FIXED ASSETS/DEPRECIATION

3.1 Fixed assets are shown at historical cost less accumulated depreciation, except the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

3.2 Additions to fixed assets are being capitalized on the basis of bills approved or
estimated value of work done as per contracts in cases where final bills are yet to be
received I approved.

3.3 Depreciation on assets other than leased assets is provided on written down value
method, in accordance with the rates prescribed in Schedule XIV of the Companies Act,
1956.

3.4 Depreciation on assets leased prior to 01.04.2001 is provided for on straight line
method at the rates prescribed under the Schedule XIV to the Companies Act, 1956 or
over the primary balance period of lease of assets, whichever is higher. The value of the
net block so arrived at is further adjusted by balance in the lease equalization account.
The assets leased after 01.04.2001 are not required to be depreciated as per
Accounting Standard - 19.

3.5 Items of fixed assets acquired during the year costing up to Rs.5,000/- are fully
depreciated.

4 INTANGIBLE ASSETS I AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done
under straight-line method over life of the assets estimated by the Company.

5 INVESTMENTS

5.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

5.2

382
5.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed
when there is rise in the value or if the reason for the reduction no longer exists.

5.4 Investments in mutual fund / venture capital fund are valued at cost, less diminution, if
any, other than temporary. However, diminution in value is reversed when there is rise
in the value or if the reason for the reduction no longer exists.

6 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

6.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

In respect of private sector utilities, the Company applies RBI exposure norms, as
advised by RBI, vide letter of December, 2008. Further, RBI exempted PFC from its
prudential exposure norms in respect of lending to State / Central entities in power
sector till March'2012, vide its letter dated 18.03.2010.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide its
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

6.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which installments of loan, interest and I
or other charges remain due but unpaid for a period of six months or more, a term loan
inclusive of unpaid interest and other dues if any , when the installment and /or interest
remains unpaid for a period of six months or more, any amount which remains due but
unpaid for a period of six months or more under bill discounting scheme and any
amount due on account of sale of assets or services rendered or reimbursement of
expenses incurred which remains unpaid for a period of six months or more are
classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on receipt basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No. 7675/21.04.048/2008-09 dated. 11.11.2008 are classified
in line with RBI guidelines for asset classification of Infrastructure projects, as
applicable to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department , for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the company shall follow the government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding
12 months from the date from which the company's dues have not been paid by
the borrower. The disputed income shall be recognized only when it is actually
realized. Any such disputed income already recognized in the books of accounts
shall be reversed. Disputed due: means amount on account of financial··~h~·rges

,{.

' ~!

383
like commitment charges , penal interest etc. and the disputed differential income
on account of interest reset not serviced by the borrower due to certain issues
remains unresolved. A dispute shall be acknowledged on case to case basis with
the approval of the Board of Directors.

6.3 NPA classification and provisioning norms for loans, other credits and lease assets are
given as under

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA exceeding 18 months Doubtful asset
(iii) When an asset is identified
as loss asset or assets remain doubtful asset
exceeding 36 months, which ever is earlier Loss asset

6.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion / facility including that guaranteed by the state I central
government or by the state government undertaking for deduction from plan
allocation or loan to state department.

Up to 1 year 20%
1 - 3 years 30%
More than 3 years 100%
(b) Unsecured 100%

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

For the purpose of assets classification and provisioning -

(i) facilities granted to Government sector entities are considered loan-wise.


(ii) facilities granted to Private sector entities are considered borrower -wise.

7 FOREIGN EXCHANGE TRANSACTIONS:

7 .1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i) Expenses and income in foreign currency; and


(ii) Amounts borrowed and lent in foreign currency.

7.2 The following, balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i) Foreign currency loan liabilities.


(ii) Funds kept in foreign currency account with banks abroad.
i1
.
(iii) Contingent liabilities in respect of guarantees given in foreign currency.

4~
384
(iv) Income earned abroad but not remitted/ received in India.
(v) Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency loans / borrowing.

7 .3 Where ever the Company has entered into a forward contract or an instrument that is,
in substance a forward exchange contract, the difference between the forward rate and
exchange rate on the date of transaction is recognized as income or expenses over the
life of the contract as per Accounting Standard - 11.

7.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to
Interest Differential Fund Account - KFW as per loan agreement.

8 GRANTS FROM GOVERNMENT OF INDIA:

8.1 Where grants are first disbursed to the grantee, the same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

8.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

9 INTEREST SUBSIDY FUND

9.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG & SP) on net present value
(NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the
borrowers over the eligible period of loan on respective dates of interest demands. Any
excess / shortfall in the Interest Subsidy Fund is refunded or adjusted I charged off at
the completion of respective scheme.

9.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting Profit & Loss account, at rates specified in the
Scheme.

10 R-APDRP FUND

10.1 Loans received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on lending to
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company.

11 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

11.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

11.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

11.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of
interest applicable for project loan I scheme (generation) to state sector borrower
(category A) as per the policy of the Company.

11.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loan and interest is provildd on unused
portion of these loans at the mutually agreed interest rates.

. ,-7
i 5

385
11.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds of RFQ / RFP document received by
the subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

11.6 The company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable when an UMPP is abandoned by the Ministry of Power, Government of
India.

12 EMPLOYEE BENEFITS

12.1 Provident Fund, Gratuity and post retirement benefits

Company's contribution paid / payable during the financial year towards Provident
Fund is charged in the Profit and Loss Account. The Company's obligation towards
gratuity to employees and post retirement benefits such as medical benefits, economic
rehabilitation benefit, and settlement allowance after retirement are actuarially
determined and provided for as per Accounting Standard - 15 (Rev.ised).

12.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for as per Accounting Standard - 15 (Revised)

13 INCOME TAX

13.1.Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income of the
Institute of Chartered Accounts of India.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been en<Jcted or substantially established by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

13.2. Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not
capable of being reversed and thus it becomes a permanent difference. The Company
does not create any deferred tax liability on the said reserve in accordance with the
clarification of the Accounting Standard Board of the Institute of Chartered
Accountants of India.

14 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in
Accounting Standard - 3 on Cash Flow Statement.
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386
Part - C FY 2014-15
Other Notes on Accounts
I. The Company_is a Government Company engaged in extending financial assistance to power sector and is a Non-Banking
Finance Cornpanv registered \Vith RBI as an Infrastructure Finance Co1npany.
2. Contingent liabilities:

(A) The details are as follows- ('<in crore)


S.No 'Particulars As on As on
31.03.2015 31.03.2014
(i) Default guarantees issued in foreign currency - US $ 0.74 million (as on
4.69 25.07
31.03.2014 US$ 4.14 million)
(ii) Guarantees issued in domestic currency 262.84 299.20
(iii) Claims against the Co1npany not ackno\vledged as debts 0.04 0.04
(iv) Outstanding disburse1nent co1nn1it1ncnts to the borro\Vcrs by \Vay of Letter of 787.32 2,274.96
Co1nfort against loans sanctioned
Total 1,054.89 2.599.27

(B) Additional de1nands raised by the Incon1e Tax Deparhnent totaling to ( 64.41 crore (as on 31.03.2014 ( 49.87 crore) of
earlier years are being contested. Further, the Income Tax Depart1nent has filed appeals against the relief allo\ved by appellate
authorities to the Company aggregating to ( 85.47 crore (as on 31.03.2014 ( 79.26 crore). The smne are being contested. The
Management does not consider it necessary to make provision, as the probability of tax liability devolving on the Cotnpany is
negligible.
3. Additional den1ands raised by the Inco1ne Tax Departlnent (net of relief granted by Appellate Authorities) aggregating to ( 78.50
crore for Assessment Years 2001-02 to 2012-13 (as on 31.03.2014 ( 55.10 crore for Assess1nent Years 2001-02 to 2011-12) have
been provided for and are being contested by the Company.
4. Esti1nated an1ount of contract re1naining to be executed on account of capital contracts, not provided for, is ( 0.33 crore (as on
31.03.2014 Nil).
5. Ministry of Corporate Affairs (MoCA), Government of India, vide its Circular No. 61312001 ~ CL.V dated 18.04.2002 prescribed
adequacy of Debenture Rede1nption Reserve (DRR) as 50% of the value of debentures issued through public issue; subsequently,
the MoCA through its circular No. 1110212012-CL-V(A) dated 11.02.2013 modified the adequacy of DRR to 25%. In this regard,
the Company has requested the MoCA for clarification, \Vhich is a\vaited.

Meanwhile, The Companies (Share Capital and Debentures) Rules, 2014, with effect from 01.04.2014, also stated that for NBFCs
registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997, the adequacy of DRR will be 25% of the value
of debentures issued through public issue as per present SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and no
DRR is required in the case of privately placed debentures.

In vie\v of above, the Company is creating DRR for public issue of bonds I debentures @ 50% for the issues for \Vhich
prospectuses had been filed before 11.02.2013 and @ 25% for the subsequent public issues.
6. Foreign currency actual outgo and earning:
('<in crore)
S.No. Description During FY ended During FY ended 31.03.2014
31.03.2015
A. Expenditure in foreign currency
(i) Interest on loans fron1 foreign institutions* 206.75 230.47
(ii) Financial & Other charges* 118.86 9.56
(iii) Traveling Expenses 0.38 Nil
(iv) Training Expenses 0.18 0.25
B. Earning in foreign currency Nil Nil
*excluding withholding tax
7. (A) As per the Accounting Standard - 'Related Party Disclosures' (AS 18), notified by the Co1npanies (Accounting Standards)
Rules, 2006, the related parties of the Comp;iny are as follows:

(i) Subsidiaries including co1npanies pro1noted as Special Purpose Vehicles (SPVs) for Ultra-Mega Power Projects (UMPPs) and
Joint Ventures (JVs)

S.No. Natne of the cornnanies SNo. Name of the comnanies


A Subsidiary Companies* c Subsidiary Con1panies pron1oted as SPVs for
UMPPs*
(i) PFC Consulting Limited (i) Coastal Maharashtra Mega Power Li1nited
(ii) PFC Green Energy Limited (ii) Orissa Integrated Power Limited
(iii) PFC Capital Advisory Services Ltd (iii) Coastal Karnataka Po\ver Limited

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387
(iv) Po\ver Equity Capital Advisors (Private) Li1nitcd (iv) Coastal Tmnil Nadu Po\ver Linlited
(v) Chhattisgarh Surguja Power Li1nited
B Joint Venture* (vi) Sakhi2ooal Integrated Po\ver Company Li1nited
(i) National Power Exchange Lin1ited (vii) Ghogarpalli Integrated Po\ver Company
Li1nited
(ii) Energy Efficiency Services Li1nitcd (viii) Tatiya Andhra Mega Power Litnitcd
(ix) Deoghar Mega Po\ver Limited
(x) Cheyyur Infra Limited.
(xi) Odisha Infraoower Li1nitcd
*Govt. controlled entities as per AS-18.

(ii) Key managerial personnel (KMP) :


Name Period
Shri M K Goel, CMD, CEO and holding additional charge of with effect from 22.0l.2015(A/N)
Director (Commercial)
Shri R Nagaraian, Director (Finance) and CFO with effect from 3 l.07.2009
Shri AK Agar\Val, Director (Project) with effect from 13.07.2012
Shri Manohar Bahvani, CS With effect from 01.04.2014#
#Joined the Company on 11.04.2013, KMP from Ol.04.2014 as per Companies Act 2013.

(D) Transactions \Vith related parties

Managerial rcn1uncration of KMP for the year ended 31.03.2015 is~ 2.50 crore (previous year ended 31.03.2014 ~ 2.30 crore).
8. (A) Investment in share capital of con1panies incorporated and operating in India as subsidiaries I joint venture companies
including co1npanies pro1noted as SPVs for UMPPs are given belo\v:-

s. Nan1e of the con1panies


Date of No. of shares % of An1ount
No. investn1ent subscribed o\vnership C' in crore)
(A) Subsidiary Companies (i)

(i) PFC Consulting Limited 09.04.2008 50,000 100% 0.05

(ii) PFC Green Energy Limited (Equity 29.07.201 l 50,000 100% 100.00
(a) Shares) 08.12.201 l 44,50,000
I
29.03.2012 4,90,000
21.03.2013 2, l 0,00,000
18.06.2013 l,36,00,000
07.10.2013 6,04, l 0,000
(b) PFC Green Energy Liinited (Preference 21.03.2013 8,40,00,000 100% 200.00
Shares) 18.06.2013 5,44,00,000
07.10.2013 6, 16,00,000
(iii) PFC Capital Advisory Services Ltd 01.09.201 l l,00,000 100% 0.10

(iv) Power Equity Capital Advisors (Private) 15.04.2008 15,000 100% 0.05
Limited ll.10.201 l 35,000
Sub-Total (A) . 300.20

(B) Subsidiary Companies pron1oted as SPVs for ~PPs (ii)

(i) Coastal Maharashtra Mega Po\Vcr Li1nitcd 05.09.2006 50,000 100% 0.05
(ii) Orissa Integrated Po\vcr Lin1itcd 05.09.2006 50,000 100% 0.05
(iii) Coastal Karnataka Po\Vcr Li1nitcd 14.09.2006 50,000 100% 0.05
(iv) Coastal Tamil Nadu Po\ver Limited 31.01.2007 50,000 100% 0.05
(v) Chhattisgarh Surguja Power Lintlted 31.03.2008 50,000 100% 0.05

(vi) Sakhigopal Integrated Power Con1pany 27.01.2010 50,000 100% 0.05


Lin1ited
(vii) Ghogarpalli Integrated Power Con1pany 27.01.2010 50,000 100% 0.05
Limited

'
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388
(viii) Tatiya Andhra Mega Power Limited(iii) 27.01.2010 50,000 100% 0.05
(ix) Deoghar Mega Power Li1nitcd 30.07.2012 50,000 100% 0.05
(x) Chcyyur Infra Li1nitcd. 24.03.2014 50,000 100% 0.05
(xi) Odisha Infrapowcr Li1nited 27.03.2014 50,000 100% 0.05
Sub-Total (B) 0.55
(C) Joint venture Con1nanies (i)
(i) National Po\\'er Exchange Linllted (iv) 18.12.2008 8,33,000 16.66</o 2.19
03.09.2010 13,54,015
(ii) Energy Efficiency Services Lilnitcd 21.01.2010 6,25,000 25% 22.50
26.03.2013 2, 18,75,000
Sub-Total (C) 24.69
TOTAL (A) + (B) + (C) 325.44

(i) The financial statc1ncnts are consolidated as per Accounting Standard 21 - Consolidated Financial Statements and
Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures.

(ii) The subsidiary companies \Vere incorporated as SPVs under the 1nandate fro1n the Government of India for devclop1nent of
ultra-1nega power projects (UMPPs) with the intention to hand over the saine to successful bidders on con1pletion of the
bidding process. The financial statements of these subsidiaries arc not consolidated, in accordance with paragraph 11 of
Accounting Standard-21.

(iii)Board of Directors of the Co1npany, in its 322nd n1eeting held on 14th August, 2014, decided for \Vinding up Tatiya Andhra
Mega Power Limited, subject to approval of Ministry of Power, Government of India.

(iv)The Group of Promoters (GoP) of National Po\ver Exchange Li1nited (NPEL), co1nprising of NTPC, NHPC, TCS and PFC in
their meeting dated 21.03.2014 decided to recommend voluntary \Vinding up of NPEL to the Board of NPEL. The Board of
Directors of PFC in their 1neeting held on 14th August, 2014 had approved the recommendation of the GoP. The voluntary
\Vinding up of NPEL is under process.

The Con1pany as on 31.03.2015 has an i1ivestinent of ( 2.19 crorc (as on 31.03.2014 ~ 2.19 crore) in the equity share capital
of NPEL against \Vhich a provision for di1ninution in value amounting to ( 1.06 crore (previous year Nil) has been 1nade
during the current year.

(B)The Company's share of assets, liabilities, contingent liabilities and capital com1nittnent as on 31.03.2015 and inco1ne and
expenses for the period in respect of joint venture entities based on their unaudited financial state1ncnts are given below:
(~in crorc)

S.No Particulars As on 31.03.2015 As on 31.03.2014


NPEL EESL Total NPEL EESL Total
Ownership(%) 16.66 25 16.66 25
A Assets
Non Current assets O.o2 37.83 37.85 O.D3 1.99 2.02
Current assets 1.13 41.11 42.24 1.13 29.61 30.74
rota! 1.15 78.94 80.09 1.16 31.60 32.76
B Liabilities
Non Current Liabilities - 22.08 22.08 - 0.08 0.08
Current Liabilities - 28.13 28.13 0.03 4.80 4.83
Total - 50.21 50.21 0.03 4.88 4.91

c Contingent liabilities - - - - -
D Capital cori11nitn1ents - - - 5.52 5.52
For the Year For the Year
E fotal Inco1ne 0.09 17.57 I 17.66 0.11 8.39 8.50
F Total Expenses O.D7 14.37 14.44 0.12 7.13 7.25
9. Disclosure as required by Clause 32 of Listing Agrec1nent:

A. Loans and Advances in the nature of Loans:

(i) The details of an1ount recoverable (including interest thereon) fro1n the respective subsidiaries are given belo\v:

389
(~in crore)
~laxin1um Maximum
An1ount as Amount as
during the during the
Nan1e of the Subsidiary Companies on on
FY ended FY ended
31.03.2015* 31.03.2014*
31.03.2015 31.03.2014
Coastal Maharashtra Mega Power Limited 8.99 7.88 9.10 7.88
Orissa Integrated Power Limited 105.21 92.97 111.77 106.62
Coastal Karnataka Po\ver Li1nited 3.81 3.32 3.81 3.33
Coastal Tamil Nadu Po\ver Ltd. 70.10 57.00 70.10 57.00
Chhattisgarh Surguja Po\Ver Limited 75.23 68.37 75.23 68.42
Sakhigopal Integrated Po\ver Con1pany Limited 5.54 4.50 5.54 4.50
Ghogarpalli Integrated Po\ver Co1npany Limited 4.79 3.89 4.79 3.89
Tati ya Andhra Mega Power Limited 8.37 11.28 11.65 11.30
Deoghar Mega Power Ltd 6.12 5.00 6.12 5.01
PFC Green Energy Ltd. 0.31 0.40 0.53 0.40
PFC Capital Advisory Services Lin1ited 0.13 0.36 0.52 0.49
Cheyyur Infra Lin1ited O.Ql O.Ql O.Ql O.Ql
Odisha Infra Power Ltd. 0.11 O.Ql 0.11 O.DI
Total 288.72 254.99 299.28 268.86
* Amount is in the nature of advances, does not include any loan.
(ii) The details of a1nounts payable to subsidiaries (including interest) in respect of a1nounts contributed by power procurers and
other amounts payable are given belo\v:
c< in crore)
Maxin1um Maxin1um
Amount as An1ount as
du1·ing the during the
Name of the Subsidiary Companies on on
FY ended FY ended
31.03.2015 31.03.2014
31.03.2015 31.03.2014
PFC Consulting Limited (PFCCL) 1.88 5.39 9.80 5.40
Coastal Maharashtra Mega Po\Ver Li1nited 59.79 56.47 ·59.79 56.47
Orissa Integrated Po\ver Limited 72.57 67.57 72.57 67.57
Coastal Tamil Nadu Power Limited 68.72 63.72 68.72 63.72
Chhattisgarh Surguja Power Liinited 66.17 61.16 66.17 61.16
Sakhigopal Integrated Power Company Limited 23.69 22.24 23.69 22.24
Ghogarpalli Integrated Po\Ver Co1noanv Limited 22.44 21.08 22.44 21.08
Tatiya Andhra Mega Po\ver Lin1ited 24.92 27.02 27.48 27.02
Total 340.18 324.65 350.66 324.66

(iii) To Firms I companies in which directors are interested :Nil

(iv) 'Vhere there is no repayment schedule or repayment beyond seven years : Nil

(v) \Vhere no interest or interest as per Section 186 of the Companies Act, 2013 : Nil

B. Investtnent by the loanee in the shares of PFC I Subsidiaries : Nil

10. Investn1ent 1nade in equity shares of Coal India Ltd.:

During the year, the Company has subscribed to 1,39,64,530 fully paid equity shares of Coal India Li1nited (CIL) of face value of
f 10/- per share under Offer for Sale route. The shares have been subscribed at a cost of~ 358.58/- per share aggregating to f
500. 74 crore.
11. Interest Di~ferential Fund (IDF) - KF\V

The agree1nent bet\veen KF\V and the Company provides that the IDF belongs to the borro\vers solely and \Viii be used to cover
the exchange risk variations under this loan and any excess will be used in accordance \Vith the agree1nent. The balance in the
IDF fund has been kept under separate account head titled as Interest Differential Fund - KF\V and sho\\'n as a liability. The total
fund accumulated as on 3 l.03.2015 is f 58.38 crore (as on 31.03.2014 f 54.63 crore), after transferring exchange difference off
14.11 crore (as on 31.03.2014 < 16.56 crorc).

390
12. Foreign currency liabilities not hedged by a derivative instrun1ent or otherwise:-

Foreign Currency (in millions)


Liabilities in Foreign Currencies
31.03.2015 31.03.2014
USD 1,128 792
EURO 19 21
JPY 24,209 36,807

13. As required under AS-19, the disclosure with respect to various_ leases are as under:

(A) Asset under finance lease after 01 04 2001 ·

(i) The gross investn1ent in the leased assets and the present value of the minimum value receivable at the balance sheet date and
the value of unearned financial inco1ne are given in the table below:
~in crore)
As on As on
Particulars
31.03.2015 31.03.2014
Total of future 1nini1nun1 lease pay1nents recoverable (Gross Inveshnents) 392.95 433.52
Present value of lease payments recoverable 212.27 242.54
Unearned finance income 180.68 190.98
Maturity profile of total of future 1nini1num lease payn1ents recoverable (Gross Investment):-
Not later than one vear 30.06 54.34
Later than one year and not later than 5 years 107.98 102.87
L'lter than five years 254.91 276.31
Total 392.95 433.52
Break up of present value of lease pay1nents recoverable:-
Not later than one vear 10.06 33.15
Later than one vear and not later than 5 vears 36.18 33.11
Later than five years 166.03 176.28
' Total 212.27 242.54

(ii) The Co1npany had sanctioned an an1ount of< 88.90 crore in the year 2004 as finance lease for financing wind turbine
generator (commissioned on 19.07.2004). The sanction \Vas reduced to ~ 88.85 crore in December 2006. The gross
investment stood at the level of< l.78 crore as on 31.03.2015 (< 4.21 crore as on 31.03.2014). The lease rent is to be
recovered within a period of 15 Years, starting from 19.07.2004, which co1npriscs of 10 years as a primary period and 5
years as a secondary period. Secondary period is in force with effect fro1n 19.07.2014.

(iii) The Company had sanctioned an an1ount of < 98.44 crore in the year 2004 as finance lease for financing \Vind turbine
generator (co1n1nissioned on 18.5.2004). The gross investment stood at< 4.43 crore as on 31.03.2015 (< 22.53 crore as on
31.03.2014). The lease rent is to be recovered wit~in a period of 20 years, starting fro1n 18.05.2004, \Vhich comprises of 10
years as a pri1nary period and a nlaximum of another 10 years as a secondary period. Secondary period is in force \Vith
effect from 01.04.2014.

<
(iv) The Co1npany had sanctioned an an1ount of 93.51 crore in the year 2004 as finance lease for financing wind turbine
generator (com1nissioned on 09.06.2005). The gross invest1ncnt stood at< 7.62 crore as on 31.03.2015 ~ 1.96 crore as on
31.03.2014). The lease rent is to be recovered within a period of 19 years 11 nlonths, starting from 09.06.2005, \Vhich
con1prises of 10 years as a primary period and a maxin1um of 9 years and 11 months as a secondary period.

(v) The Company had sanctioned an mnount of ~ 228.94 crore in the year 2008 as finance lease for financing \Vind turbine
generator (commissioned on 18.05.2011). The gross investment stood at~ 379.12 crore as on 31.03.2015 (~ 404.82 crore as
on 31.03.2014). The lease rent is to be recovered \Vi thin a period of 25 years, starting fron1 01.01.2012, \Vhich comprises of
18 years as a pri1nary period and a 1naxi1nun1of7 years as a secondary period.

(B) Operating Lease:

The Co1npany's operating leases consist of:-

Premises for offices and for residential use of e1nployees are lease arrange1nents, and are usually rene\vablc on nlutUally agreed
tenns, and are cancellable. Rent for residential accom1nodation of c1nployccs include ~ 4.43 crore (during the FY ended
31.03.2014 < 4.43 crore) towards lease pay1nents, net of recoveries in respect of pre1niscs for residential use of employees. Lease
payments in respect of premises for e1nployecs are shown as rent for residential acconunodation of e1nployees in Note Part A 16
- E1nployee Benefit Expenses. Lease pay1nents in respect of pre1niscs for offices are shown as office rent in Note art A 17-

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Other Expenses. Future lease pay1nents in respect of these lease agree1nents are as under:
(~in crore)
Future minimum lease rent nayments FY ended 31.03.2015 FY ended 31.03.2014
Office & Acco1nmodations Office & Accomn1odations
Not later than one year 2.l l 2.58
Later than one year and not later than 5 years 0.27 0.36
Later than 5 years 0.00 0.00
Total 2.38 2.94
14. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i)· The Co1npany claimed subsidy from Govt. of India at net present value calculated at indicative interest rates in accordance
with the GOI's letter vide D.0.No.32024 I 17 I 97 - PFC dated 23.09.1997 and O.M.No.32024 I 23 I 2001 - PFC dated
07.03.2003, irrespective of the actual repayment schedule, moratorium period and duration of repayn1ent. The amount of
interest subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund Account. The i1npact of
difference between the indicative rate and period considered at the time of clain1s and at the time of actual disbursen1ent can
be ascertained only after the end of the respective sche1nes. However, on the basis of the projections n1ade for each project
(based upon certain assu1nptions that these v,rould ren1ain san1e over the projected period of each loan I project), the Company
estin1ated the net excess amount of~ 7.02 crore and~ 61.32 crore as on 31.03.2015 (~ 6.32 crore and~ 74.53 crore as on
31.03.2014) for IX and X Plan, respectively under AG&SP sche1nes, and there is no shortfall. This net excess arriount is
\Vorked out on overall basis and not on individual basis and may vary due to change in assun1ptions, if any, during the
projected period such as changes in 1noratoriun1 period, repayn1ent pericxl, loan restructuring, pre-payn1ent, interest rate reset
etc. Any excess I shortfall in the interest subsidy fund will be refunded or adjusted I charged off on co1npletion of the
respective scheme.

(ii) The balance under the head Interest Subsidy Fund sho\vn as liability, represents the an1ount of subsidy received fro1n
Ministry of Power, Govt. of India which is to be passed on to the borro\vers against their interest liability arising in future,
under Accelerated Generation & Supply Progran11ne (AG&SP), \Vhich comprises of the following : -
(tin crore)
As on As on
Particulars 31.03.2015 31.03.2014
Opening balance of Interest Subsidy Fund 123.87 145.78
(As on 1f>l day of the Financial Year)
Add : - Received during the period -- --
: . . Interest credited during the period 9.42 l0.70
: - Refund by the borro\ver due to non·- commissioning of project in ti1ne -- --
Less : - Interest subsidy passed on to borrowers 21.94 32.61
: - Refunded to MoP:
(a) Esti1nated net excess against IX Plan -- --
(b) Due to non- comn1issioning of Project in time -- --
(c) Estiinated net excess against X Plan -- --
Closing balance of interest subsidy fund 111.35 123.87
15. The Company had exercised the option under para 46A of the AS-11 - 'The Effects of Changes in Foreign Exchange Rates', to
amortize the exchange differences on the long tenn foreign currency n1onetary items over their tenure. Consequently, as on
31.03.2015 the debit balance under Foreign Currency Monetary Item Translation Difference ACcount (FCMITDA) amounting to
~ 380.56 crore (as on 31.03.2014 ~ 709.21 crore) is shown on the "Equity and Liabilities" side of the balance sheet under the
head "Reserve and Surplus", as a separate line ite1n.
16. Imple1nentation of Gal Sche1ne:

(A) Re-structured Accelerated Power Develop1nent and Reforms Programine (R - APDRP):

(i) The Con1pany is the Nodal Agency for operationalisation and associated service for i1nplen1entation of the R-APDRP under
\Vhich projects are being taken up in two parts. Part - A includes the projects for establishment of baseline data and IT
applications for energy accounting as \Veil as IT based customer care centers. Part - B includes regular distribution
strengthening projects. Gal provides 100% loan for Part A and up to 25% (up to 90% for special category States) loan for Part
-B. Balance funds for Part -B projects can be raised by the utilities fron1 PFC I REC/ 1nulti-lateral institutions and I or own
resources. The Joans under Part A- along with interest thereon are convertible into grant as per applicable guidelines.
Similarly, up to 50% (up to 90% for special category states) of the loan against Part -B project would be convertible ill to
grant as per_ applicable guidelines. Enabling activities of the programme are covered under Part - C.

Amounts received fro1n the Gover111nent of India under R - APDRP as a Nodal agency for on-lending to eligible borro\vers
are back to back arrangc1nents with no profit or Joss arising to the Co1npany. The atnount on-lended but not converted in to
grants as per applicable guidelines \Viii becoµie payable along \Vith interest to the Go! on receipt from the borro\vers.
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The details arc furnished below:

(~in crorc)
Amount A1nount payable
recoverable from to GOI (Interest
R - APDRP Grant
botTo,vers & earned on Fixed
Particulars pavable to GOI Deposit)
FY FY FY FY FY FY
2014-15 2013-14 2014-15 2013-14 2014-15 2013-14
A. Gol Loan under R-APDRP (Ptincipal)
Opening balance as on 1st day of the Financial Year 7,315.85 6,694.63 0.00 0.00 0.00 0.25
Additions during the period 578.47 640.00 578.47 640.00 0.00 0.00
Recoveries I refunds I changes during the period (206.48) (18.78) (578.47) (640.00) 0.00 (0.25)
Closing balance (A) 7,687,84 7,315.85 0.00 0.00 0.00 0.00
B. Interest Accrued but not due (Int. earned on
-
FD)
c. Interest on loan under R-APDRP
(i) Accrued but not due
Opening Balance l,605.09 l,327.94
Additions during the pericxl 673.90 627.24
Transfer to Accu1nulated Moratoriu1n Interest 298.41 (340.43)
Transfer to Interest Accrued and Due (13.51) (9.66)
Closing Balance 2,563.89 1,605.09

(ii) Accrued and due


Opening Balance 3.69 0.00
Additions During the period 16.59 9.66
Recoveries & refunds to GoI I Changes due to
(16.60) (5.97)
extension of project comoletion period
Closing Balance 3.68 3.69

Interest on loan under R-APDRP (C) ::: (i +ii) 2,567.57 1,608.78

D. Accumulated Moratorium Interest


Opening Balance 338.92 0.00
Additions During the period (301.58) 340.43
Recoveries & refunds to Gol I Changes due to
1.51 (1.51)
extension of project con1pletion period
Closing Balance (D) 38.85 338.92

E. Interest on Accumulated Moratorium Interest

(i) Accrued but not due


Opening Balance 1.42 0.00
Additions During the period (0.92) 4.48
Transfer to accrued and due (0.35) (3.06)
Closing Balance 0.15 1.42

(ii) Accn1cd and due


Opening Balance 2.21 0.00
Additions During the period (1.88) 3.06
Recoveries & refunds to GoI I Changes due to
0.85 (0.85)
extension of project con1pletion period

.. 7 ~,,1 ,;.~
::""
,., .. ---
--~--

393
Closing Balance l.18 2.21
Interest on Accun1ulatcd Moratoriun1 Int. (E) ::::: (i +
1.33 3.63
ii)

F. Interest on Interest, Interest on "Interest on


Accun1ulated ~Io1·atorium Interest'' and Penal
Interest

(i) Interest on Interest


Opening Balance 0.00 -
Additions During the period 0.11 -
Recoveries I refunds I changes during the period (0.06) -

Closing Balance 0.05 -

(ii) Interest on " Interest on Accun1ulated Moratorium -


Interest"
Opening Balance 0.00 -

Additions During the period


, 0.02 -
Recoveries I refunds I changes on account of -
extension of project completion period during the 0.00
FY
Closing Balance 0.02 -
(iii) Penal Interest -
Opening Balance 0.00 -

Additions Durjng the period 0.15 -

Recoveries I refunds I changes on account of -


extension of project completion period during the (0.10)
FY
.
Closing Balance 0.05 -
Interest on Interest, Interest on "Interest on -
Accumulated Moratorium Interest" and Penal Interest 0.12
(F) = (i + ii + iii)
Closing Balance (A+B+C+D+E+F) 10,295.71 9,267.18 0.00 0.00 0.00 0.00

(ii) In line with the R - APDRP scheme approved by MoP, GoI, vide Office Memorandum No. 14 / 03 / 2008 - APDRP dated
20th August, 20 I 0, till 31.03.2013, N<xlal Agency Fees under R - APDRP had been accounted for @ 1% of the sanctioned
project cost in three stages - 0.40% on sanction of the project, 0.30% on disbursement of the funds and ren1aining 0.30% afler
con1pletion of the sanctioned project (for Part - A) and verification of AT&C loss of the project areas (for Part - B). Further,
actual expenditure, including expenditure allocable on account of PFC manpower, incurred for operationalising the R-
APDRP \Vere reimbursed I reimbursable by Ministry of Power, Govern1nent of India. As per Office Men1orandu1n No. 14 /
03 / 2008 - APDRP dated 20th August, 2010 of the MoP, Gol, the total mnount receivable against the nodal agency fee plus
the rei1nbursen1ent of actual expenditure will not exceed~ 850 crore or 1.7 % of the likely outlay under Part A & B of R -
APDRP, whichever is less.

Ministry of Po\ver (MoP) vi de letter dated 15.07.2013 informed that as per Department of Expenditure (DoE), Nodal Agency
Fee for R-APDRP schen1e for 12th plan n1ay be restricted to 0.5% of the sanctioned project cost or actual expenditure,
whichever is less.

Pursuant to various correspondence with MoP, Gol a revised proposal was submitted to MoP, Go! vide letter dated
26.12.2014, wherein Company agreed to restrict its clai1ns only to rei1nburse1nents of actual expenditure in line \Vith nonns
indicated by Departn1ent of Expenditure (DoE) through MoP communication dated 15.07.2013 excluding Con1pany's o\vn
nlanpower (Salary only) I adn1inistrative charges during XII I XIII Plan under R-APDRP. MoP vide letter dated 05.01:2015
directed the Con1pany to intimate its final clain1 based on revised proposal of the Company. The Company, vide letter dated
02.02.2015, submitted its claitn including balance clain1 pertaining to XIth plan and claim for the period from 01.04.2012 to
31.12.2014 (earlier shown as other expenses of the Con1pany) \Vhich has been approved· by MoP vide its letter dated
31.03.2015

Accordingly, the Con1puny has reversed Nodal Agency Fee for R-APDRP sche1ne for XIIth plan (upto FY 2013-14)
a1nounting to~ 35.86 crore and has not recognized the fee pertaining to the current year.
8
''---
'y'
cJ ;e-/'
/

394
As on 31.03.2015, the total amount of nodal agency fee and rei1nburse1nent of expenditure received I receivable by PFC is as
under:-
(~in crore)
During the FY Cumulative uo~to
During the FY ended
Particulars ended
31.03.2014 31.03.2015 31.03.2014
31.03.2015
Nodal agency fee * (36.38)# 18.50 127.41 163.79
Reimbursement of 41.20"* (21.81) 103.06 61.86
expenditure
Total 4.82 (3.31) 230.47 225.65
*Exclusive of Service Tax
#Reversal for XIth & XIIth Plan~ 1.41 crore and~ 35.86 crore respectively, net of fee booked~ 0.89 crore for Xlth Plan
disbursen1ent.
** Net of c1ai1n for FY 2012-13- to FY 2013-14 ~ 36.91 crore (Accounted for as other expenses of the Con1pany earlier and
reversed as a1nount recoverable fro1n MoP, Gol during the year), reversal I rectification~ (4.93) crorc in respect of current
and earlier years, and claim for FY 14-15 ~ 9.22 crore.

(B) Integrated Po\ver Develop1nent Scheme (IPDS)

Govt. of India (GoD has launched IPDS for the Urban areas with the (i) Strengthening of Sub-transmission and Distribution
network in urban areas including provisioning of sol~r panels on Govt. buildings including Net-metering, (ii) Metering of feeders
I distribution transfonners I consumers in urban areas and (iii) IT enablement of distribution sector and strengthening of
distribution net\vork, as per CCEA approval dated 21.06.2013 for co1npletion of the targets laid do\vn under R-APDRP for XJJ'h
and XIIIlh Plans by subsuming R-APDRP in IPDS and carrying forward the approved outlay for R-APDRP to IPDS.

As per guidelines, approved by IPDS Monitoring Co1n1nittee, constituted by Ministry of Power (MoP), GoI, the company has
been designated as the Nodal Agency for operationalization and i1nplen1entation of the scheme under the overall guidance of the
MoP. The role of the Nodal agency.is 1nentioned in IPDS sche1ne \Vhich intcr-alia includes administration of Gol grant to the
eligible utilities \Vhich can be recalled I pre closed subject to certain conditions n1entioned in the IPDS guidelines.

The Company will be eligible for 0.5% of the total project cost approved by Monitoring Co1nn1ittee or a\Vard cost, whichever is
lower, as nodal agency fee to be claimed I accrued as under:

i. 1st instalhnent: 40% of the nodal agency fee (i.e. 40% of 0.5% of approved project cost) in the financial years in which
the projects are approved by the Monitoring Co1n111ittee under IPDS.
ii. 2nd instalhncnt: 30% of the nodal agency fee (i.e. 30% of 0.5% of approved project cost) on a\vard of approved projects.
iii. 3rd installment: 20% of the nodal agency fee (i.e. 20% of 0.5% of approved project cost) after one year of c1ai1ning 2nd
install1nent.
iv. 4th installment: 10% of the nodal agency fee (i.e. 10% of 0.5% of approved project cost) after completion of works.

The details are furnished below:

(~in crorc)
Amount of Gol An1ount payable
grant administered to GOI (Interest
IPDS Grant
to the eligible earned on Fixed
Particulars utilities De1 osit)
FY FY FY FY FY FY
2014-15 2013-14 2014-15 2013-14 2014-15 2013-14
Opening balance as on I st day of the Financial Year - - 0.00 - 0.00 -

Additions during the period - - 50.00 - 0.01 -


Recoveries I refunds I changes during the period - - 0.00 - 0.00 -
Closing balance - - 50.00• - 0.01• -
*Appearing as a1nount payable to Gol.
17. The Con1pany has been creating provision @ 0.25o/o of the outstanding standard loan assets excluding outstanding restructured
standard loan assets on which separate provision has been started during the year. As on 31.03.2015, the Standard Asset provision
stands at< 486.57 crore c< 469.42 crore as on 31.03.2014).
18. The Company being a Govcnunent owned Non-Banking Financial Company is exen1pt fron1 the RBI directions relating to
Prudential Norms. RBI has directed the Con1pany, vide its letter dated 25.07.2013, to take steps to con1ply with RBI's Prudential
Norms by 31.03.2016. Further, RBI vide its letter dated 03.04.2014 has allowed exe1nption from credit concentration norms in
respect of exposure to Central I State Govern1nent entities till 31.03.2016.

9
.KY
"«':'j ,....
.-
_,,,_ ... , •• ~->

c.. ,,./

395
The Co1npany follows its own prudential nonns approved by the Ministry of Po\ver (MoP), Govt.of India (Gol) (including
revisions approved by BoD in its meeting held on 09.03.2015 subject to the approval of MoP) \Vhich intcr-alia includes norms for
Restructuring I Reschedulen1ent I Renegotiation (RIRJR) of loans which allows (i) two times restn1cturing before COD, (ii)
exemption to the loans having central I state govern1nent guarantee and loans to governn1ent departn1ent, and (iii) dispensation
not to consider extension of repayn1ent schedule without sacrifice as restructuring for govern1nent sector borro\vers. For RIRJR
nonns, RBI has advised the Co1npany to follow the instructions contained in RBI circular DNBS.CO.PD.No. 367/03.10.01/2013-
14 dated 23.01.2014, vide its letter dated 03.04.2014 inter-alia allowing n1aximun1 period of delay in DCCO for which a loan can
be restructured. The 1natter regarding applicability of RB I's R/R/R norn1s \Vas taken up \Vith RBI. In this regard, RBI vide its
letter dated 11.06.2014 has allowed exe1nption fro1n application of its rcstn1cturing nonns for Trans1nission & Distribution,
Renovation & Modernization and Life Extension projects and also the hydro projects in Hi1nalayan region or affected by natural
disasters for a period of 3 years i.e. till 31.03.2017. Further, for new project loans to generating co1npanies restructured \v.e.f.
01.04.2015, the provisioning requircn1ent would be 5% and for stock of such outstanding loans as on 31.03.2015 to all generating
companies, the provisioning shall commence \Vith a provision of 2.75% \Vith effect from 3 l.03.2015 and reaching 5% by
31.03.2018. This provision is in addition to the provision for diminution in fair value.

The Con1pany vide its letter dated 03.07 .2014 has communicated the manner of its implementation to RBI, further reiterated vide
Co1npany's letter dated 27.11.2014, inter-alia stating that all new project loans sanctioned with effect fron1 01.04.2015 to
generating companies \Vould be regulated by RBI norn1s on R/R/R. RBI vide its letter dated 04.02.2015 has informed that the
Company's request is under exatnination.

Pending decision by RBI regarding implementation of R/RJR norms, the Company is follo\ving its o\vn norms read with the
manner of i1nplementation as stated above.

Accordingly, the Accounting policy related to Prudential Norms on R/R/R has been mnended during the year ended 31.03.2015
which inter~alia requires provision@ 2.75% on restructured standard assets. Thus, during the year ended 31.03.2015 a provision
has been made an1ounting to f 564.44 crore, on qualifying loans. As on 31.03.2015, these loans comprise of private sector loan f
20,524.91 crorc and Govt. Sector loan Nil. Consequently, profit for the year ended 31.03.2015 has been reduced by f 513.12
crore, after considering the existing orovision on standard loan assets on these restructured loans.
19. (A) The Classification of Loan Assets (Gross) as per the Con1pany's Prudential Nonns is as under:
(~in crore)

s. Asset Classification As on 31.03.2015 As on 31.03.2014


No. Principal Provision As per Norms Principal Provision As per Norms
Outstandine: on Princioal Outstandine Outstandine on Princioal Outstandine
(i) Standard Assets 1,94,627.13 486.57 176,018.17 440.05
(ii) Restructured Standard
20,524.91 564.44 11,749.32 29.37
Assets
(iii) Sub-standard Assets 1,209.37 120.93 103.83 10.38
(iv) Doubtful Assets 1,145.34 343.60 1,114.97 222.99
(v) Loss Assets 8.92 8.92 8.92 8.92
Grand Total 2,17,515.67 1,524.46 1,88,995.21 711.71

(B) The details of provisions made as per Prudential Nonns of the Con1pany on loan assets and other assets are as under:

(~in crore)
s. Particulars During the FY ended During the FY ended
No. 2014-15 2013-14
(i) Provision on Standard Assets 17.15 336.63
(ii) Provision on Restntctured Standard Assets 564.44 0.00
(iii) Provision on NP As (Loan Assets) 231.16 120.82
(iv) Provision Oil NP As (Other Assets) 30.16 12.44
Total 842.91 469.89

(C) Provision for shortfall in security of Restructured/Rescheduled/Renegotiated (R/R/R)Loans:


The Restn1ctured Standard Assets as on 31.03.2015 includes 3 loan assets a1nounting to~ 2,753.50 crore, classified as
unsecured. These loans carry adequate security as on 31.03.2015 in forn1 of charge Oil assets etc., but require co1npletion of
full security creation process as per the sanction terms. Hence, these are classified as unsecured. As these loans carry
adequate security coverage as on 31.03.2015, there is no short fall in security. Provision on these R/R/R assets has been
created @2.75% and no further provision for any shortfall in security is required.

10

396
20. Details of Restructured Accounts
('<in crore)
T,-pe of Re;truduring#
Undtr CDR I S'.\IE
Other;; Total
Mechanisn1
S '-~~~~~~~~~~---l~,~-~.~-~~--''-~~~~~~~~~~~~L~~~~-l-~~~~~~~~~~~~~L~~~~-j

N A!'.wt Cla.i:.\:lficatlon Otta!!;


~;,~f
•,: J5 ] g ~ $- Standard
Sub·
Standar Doubtful
0
Total Standard
Sub-
Slamfar Dooblful
~ Q d d

0 13 9 13
AIIlC>U~l
001\.tmJing
(Re;uuC'lllfed
ll749.32 lOJ.83 11 !4.97 12%8.12 11149.31 103.83 1114.97 0 12968.12
fadlil})
Re;.tfUl._1nrtd
2>."'l:OIJO\S a& 011 Olll>ilnding
A['ril.Ol 2014 0.00 0.00 103.:B !().\SJ 0.00 0.00 103.83 IOJ.33
{Ol~r
fuili1")

Prmilion
000 10.JS 243.76 0 25-tU 000 10.38 243.76 254.U
Tkr~J

0 11 11
A~~
OUHU.'lJfng
169283 0.00 5.49 1698.37 1692.SS 0.00 5.49 1698.37
M"'"rrk'nl of (f~~,-,.·
.- w:td
ba!lr...~ in~-.:oo~ '-"~-""""-'~-'~'-~'--'--'~-1-~~~-l-~~~-C-~~~-1--'~~~---l~~~~-l-~~~-C-~~~-1----l~~~---l
"l-'F".illng in Amount
Qf><Oingl\:lllo..-e oouun<ling
(Oth,,r 000 000 65.9$ 6$.95 0.00 0.00 65.95 0 65.95
fa.cllit·)

369.66 0.00 143.31 511.97 3W.f6 0.00 512.97


No. of
0 0 0 0 0
A~
otJ!!.llL""\ding
(Rf'.ltruct1m.•d 70'l2.71 000 0.00 0 7C<S1.71 10$1.71 0.00 0.00 7(1.82.71

Fre>h ro.tnk..""1llfing '-"'"~"""''"'---1--l---l--'--1--'-----'-----'----l--'----+----l-----'------l-+----l


dl!ring !lie>'-"""" A!IlOl.Ot
OUHtmding
0.00 0.00 0.00 •oo 0.00 0.00 0.00 0.00

'°""'
fuilit·)

194.77 0.00 000 194.77 191.17 000 0.00 194.77

0 0 0 0 0 0 0
Aax>U:"d
ootsti_'l<ling
Up gi.dilio:i;; to 000 000 000 000 000 0.00 0.00
re>tn.>.""1urtd
}~~urtd
stm:!:;cd c.Tiesury A~
during the}'-"""" ooL<!.i_"lding
(Ol!;;r 000 0.00 000 0.00 000 000 0.00 0 0.00
facilit-·J
P=·ision
000 000 000 0 0.00 0.00 0.00 0.00 0 0.00
Re;1ro.""1urtd No. of
!~.::!:~~~ l-~'~""',;''~""'---l~+-~+--l---l~--l-~~~-'-+~~~+-~~-o--l~o--l-~~---'-i.~~~--'-+~~-o-l~~~o--l!----1-~~---'-
:Utr..ct hi&h-'r outsur.:Jing
pr01isioning =i I (Rffin!ctum.:l 0.00 0.00 0.00 0 0.00 0.00 0.00 0 0.00

oc 2ddition:tl
,,wight at the endri>k
of f"''CKc·il'""''------l--l--l-!----1---1----+----l-~---l---l-----l-----!----l-----l!----l-----
Amou:it
the FY and h<~~ out\Un..ling
reed not be shu"iln (Cllh« 000 0.00 000 0 0.00 0.00 0.00 0 0.00

:;-~....:~~~ l-'"K""'"'<ll_'~--l~+-~+--l---l~--l-~~~-l~~~+-~~~--1---1!--~~~!--~~~-l~~~+-~~~-l---I!--~~~
'11 me beginning of
the rl<'M FY
0.00 0.00 000 000 000 0.00 0.00 o.oo
No. of
0
_, 0 -I
bocro"ili"''

ou!s!.lndiog
0.00 -27.20 24.ltS ·2..32 0.00 -27.20 24.8-8 ·2.32

.
IAY~n gr.><htioo of (Re>Wc!ured
6 restru...--tnre.:l l-'"KOili<•"L·)!--~-l--l~-l~!---l---1-~~~+-~~-l~~~--1--l-~~~-l-~~~~l-~~-l~~~--l!---l-~~~-
a...--counts during th<' Amour:;t
outs!l'ldiog
0.00 0.00 000 , 000 000 0.00 0.00
'°""'
fuilir."'

000 -2.11 7.46 4.1~ 0.00 ·2.72 1A6 4.74


No. of
OC.:roMrs 0 0 0 0
A~m
outs!.!c""1lng
(Re<tructurtd 0.00 0.00 0.00 000 000 0.00 0.00
facili!-·J
\Vri!e-Qffs
rel'lni..."turtd A_,
:i>."1..-0U!llSduring lhe outill:lding
0.00 0.00 0.00 •oo 000 000 0.00 0.00
y<M
'°""'
f:..::ilit•·J

000 0.00 0.00 0 0.00 000 000 000 0.00

ReillTh.--tured No. of
2'."1..-0U!ll5 M on borro"'en. 0 18 18

11

397
Mm:h 31, 2015 A"'°'"'
ow.stan..iing
2-0524.91 76.63 1145-3-~ 0 217-16.SS 2052-1.91 76.63 1145-'-I 0 ll7.M..88
\R~mtrtd
f~ilih·)

A~
oot.undin,g
0.00 0.00 169.73 0 169.18 0.00 0.00 169.78 0 169.78
(Olhu
facilil~)
Provi;;io;i ·
]94-53
Therron
56-1.4-1
'" 39-1-53 0 96'.63 56.t.-1-1
"" 0
""'
21. The status of net deferred tax assets J liabilities as per Accounting Standard 22 Accounting for Taxes on Income is given belo\v:
(~in crore)

Description As on 31.03.2015 As on 31.03.2014


(A) Defel't'ed Tax Asset(+)
(i) Provision for expenses not deductible under Inco1ne Tax Act 11.25 23.28
(B) Defel'l'ed Tax Liabilities(-)
(i) Depreciation (0.25) (l.42)
(ii) Lease income (72.19) (79.95)
(iii) A1nortization (0.60) (0.83)
(iv) Unamortized Exchange Loss (Net) (127.46) (215.30)
Net Deferred Tax liabilities (-)/Assets(+) (189.25) (274.22)

22. In compliance with Accounting Standard - 20 on Earniitg Per Share issued by the Institute of Chartered Accountants of India, the
calculation of Earning Per Share (basic and diluted) is as under:-

Year ended Year ended


Particulars
31.03.2015 31.03.2014
Net Profit after tax used as nu1nerator ((in crore) 5,959.33 5,417.75
\Vcighted average nun1ber of equity shares used as denominator (basic) 132,00,40,704 132,00,31,803
Diluted effect of outstanding Stock Options - 7,525
\Veighted average nu1nber of equity shares used as denon1inator (diluted) 132,00,40,704 132,00,39,328
Earning per share (basic)(() 45.15 41.04
Effect of outstanding Stock Options (() 0.00 0.00
Earning per share (diluted)(<) 45.15 41.04
Face value per share(() I0.00 10.00
23. The Company has no outstanding liability towards Micro, Small and Mediu1n enterprises.
24. Leasehold land is not a1nortized, as it is a perpetual ]ease.
25. Liabilities and assets denon1inated in foreign currency have generally been translated at TT selling rate of SBI at year end as
given below: -
S.No. Exchange Rates As on 31.03.2015 As on 31.03,2014
(i) USD/ INR 63.06 60.49
(ii) JPY /INR 0.5263 0.5903
(iii) EURO/INR 68.42 83.48
In-case of specific provision in the loan agreen1ent for a rate other than SBI TT selling rate, the rate has been taken as prescribed
in the resoective loan agreen1ent.
26. Disclosures as per Accounting Standard-15 :-

A Provident fund
The Company pays fixed contribution to provident fund at prescribed rates to a separate trust, which invests the funds in
pennitted securities. The contribution to the fund for the period is recognized as expense and is charged to the staten1ent of
profit and loss. The trust to ensure a mini1nu1n rate of return to the n1cn1bers as specified by Gol. Ho\vever, any short fall for
payment of interest to rnen1bers as per specified rate of return has to be con1pensatcd by the Company. The Con1pany
estimates that no liability \Viii take place in this regard in the near future and hence no further provision is considered
necessary.

B. Gratuity
The Co1npany has a defined gratuity sche1ne and is 1nanaged by a separate trust. The provision for the sa1ne has been made
on actuarial valuation based upon total nu1nber of years of service rendered by an e1nploycc subject to a maxitnum mnount of
< 10 lakh.

'
'

12
J:T?-·---

398
C. Pension
The Company has a defined contribution pension scheme \Vhich is in line \Vith guidelines of the Department of Public
Enterprise (DPE) and is 1nanaged by a separate tn1st. E1nployer contribution to the fund has been contributed on n1onthly
basis. Pension is payable to the employees of the Company as per the scheme.

D. Post Retiren1ent Medical Sche1ne (PRMS)


The Company has Post-Retirement Medical Sche1ne (PRMS), under which retired employees and their dependent family
member are provided with medical facilities in empanelled hospitals. They can also avail rci1nbursement of out-patient
treatment subject to a ceiling fixed by the Co1npany.
E. Tenninal Benefits
Terminal benefits include settlement in home town for employees & their dependents.

F. Leave
The Con1pany provides for earned leave benefit and half-pay leave benefit to the credit of the en1ployees, \Vhich accrue on
half yearly basis@ 15 days and 10 days, respectively. A 1naxin1t1111 of 300 days of ean1ed leave can be accumulated at any
point of time during the service. There is no lin1it for accunndation of half pay leave. Earned leave is en-cashable during the
service; while half pay leave is not cn-cashable during the service or on separation I superannuation before 10 years. On
separation after 10 years of service or on superannuation, earned leave plus half pay leave together can be en-cashed subject
to a maximum of 300 days. Ho\vever, there is no restriction in the number of years of serviCe for earned leave encaslunent on
separation fro1n the service.

The above mentioned schemes (D, E and F) are unfunded and are recognized on the basis of actuarial valuation.

The su1nn1arised position of various defined benefits recognized for 31.03.2015 in the staten1ent of profit and loss account,
balance sheet arc as under {Figures in brackets () a~c for 31.03.2014}

i) Expenses recognised in Statemen~ of Profit and Loss Account


((in crore)
Particulars Gratuity PRMS Leave
Current service cost 1.43 0.52 2.14
( l.35) (0.45) (1.89)
Interest cost on benefit obligation 1.53 1.00 1.76
( 1.29) (0.76) (1.63)
Expected return on plan assets -1.54 0.00 0.00
(-1.28) (0.00) (0.00)
Net actuarial (gain) I loss recognised in the year -1.21 2.1 l l.16
(-0.50) (l.54) (2.65)
Expenses recognised in Statc1ncnt of Profit & Loss Account* 0.21 3.63 5.06
( 0.86) (2.75) (6.17)
(*)During the year the expenses includes ( 0.02 crore (previous year ( 0.07 crorc), ( 0.42 crore (previous year ( 0.58 er.ore) and
( 0.34 crore (previous year~ 0.11 crore) for gratuity, leave and PRMS respectively allocated to subsidiary companies.
ii) The a1nount reco!!nized in the Balance Sheet ((in crore)
Particulars Gratuity PRMS Leave
Present value of obligation as on 31.03.2015 (i) 19.36 '14.58 23.42
(17.98) (11.75) (20.66)
.
Fair value of plan assets as on 31.03.2015 (ii) 19.15 0.00 0.00
(17.12) (0.00) (0.00)
Difference (ii) - (i) -0.21 -14.58 -23.42
(-0.86) (-11.75) (-20.66)
Net asset I (liability) recognized in the Balance Sheet -0.21 -14.58 -23.42
(-0.86) (-11.75) (-20.66)
iii) Changes in the present value of the defined benefit obligations (~in crore)
Particulars Gratuity PRl'\'IS Leave
Present value of obligation as on 01.04.2014 17.98 11.75 20.66
(16.16) (9.50) (20.39)
Interest cost 1.53 1.00 1.76
(1.29) (0.76) (1.63)
Current service cost 1.43 0.52 2.14
( 1.35) (0.45) (l.89)
Benefits paid -0.47 -0.80 -2.30
(-0.51) (-0.50) (-5.90)
Net actuarial (e:ain)/loss on obligation -I.I I 2.11 1.161

13 p'.,,~ ;>' .- -
,.- ,,,·

399
(-0.31) ( 1.54) (2.65)
Present value of the defined benefit obligation as on 31.03.2015 19.36 14.58 23.42
(17.98) (11.75) (20.66)
iv) Changes in the fair value of plan assets (~in crore)
Particulars Gratuity PRMS Leave
Fair value of plan assets as on 01.04.2014 17.12 0.00 0.00
(14.67) (0.00) (0.00)
Expected return on plan assets 1.54 0.00 0.00
(1.28) (0.00) (0.00)
Contributions by e1nployer 0.86 0.00 0.00
(l.48) (0.00) (0.00)
Benefit paid -0.47 0.00 0.00
(-0.51) (0.00) (0.00)
Actuarial gain I (loss) 0.09 0.00 0.00
(0.20) (0.00) (0.00)
Fair value of plan assets as on 31.03.2015 19.14 0.00 0.00
(17.12) (0.00) (0.00)
v) One percent increase I decrease in the inflation rate \vould iinpact liability for medical cost of PRMS, as_ under:-
Cost increase by 1o/o ~ 2.09 crore
Cost decrease by 1% '(2.19) crore
vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of~ 0.21 crore, to PR.t\1S of~
3.63 crore, to leave~ 5.06 crore and to pension Nil (during the year ended 31.03.2014 towards contribution to the Gratuity
Trust of ( 0.86 crore, to PRMS of ( 2.75 crore, to leave ( 6.17 crore and to pension (nil crore). Above amount includes (
0.02 crore (as on 31.03.2014 < 0.07 crore), '0.42 crorc (as on 3 l.03.2014' 0.58 crore) and< 0.34 crore (as on 31.03.2014'
0.11 crore) for gratuity, leave and PRMS respectively allocated to subsidiary companies.
G. Other Employee Benefits:-
During the year, provision of ( 0.01 crore (during the year ended 31.03.2014 ( -0.05 crore) has been 1nade for Econo1nic
Rehabilitation Schen1e (ERS) for E1nployees and provision of( 0.92 crore has been n1adc for Long Service Award (LSA) for
employees (during the year ended 31.03.2014 ( 0.74 crore) on the basis of actuarial valuation 1nade at the end of the year by
charging I crediting the state1nent of profit and loss.
H. Details of the Plan Asset:- GratiJity

The details of the plan assets at cost, as on 31.03.2015 are as follows:- ((in crore)
S.No. Particulars As on 31.03.2015 As on 31.03.2014
i) Government Securities l0.91 9.69
ii) Corporate bonds I debentures 7.54 6.82
Total 18.45 16.51

Principal assumptions used for actuarial valuation arc:-


Method used Projected Unit Credit Method
Discount rate 8.00%
Exvccted rate of return on assets - Gratuitv 9.00%
Future salary increase* 6.00%
*The estimates of future salary increases considered in actuarial valuation, take into account inflation, seniority, pron1otion and
other relevant factors, such as supply and demand in the employment market.
I. Till FY 2013-14, the e1nployee benefits (viz. Gratuity, PRMS, Tenninal Benefits, Leave encash1nent and other employee
benefits) in respect ofCon1pany's e1nployees \Vorking in PFCCAS, PFC GEL and PFCCL on deputation I secondn1ent basis \Vere
being allocated on actuarial basis and recognized as recoverable (fron1 these subsidiaries) by the Con1pany. During the FY 2014-
15, the practice has been changed with effect from 01.01.2007, whereby an1ount recoverable fro1n subsidiaries, on account of
above stated employee benefits, has been 1nutually \Vorkcd out at a fixed percentage of e1nployee cost.
J. Other disclosure (~in crore)
Gratuity• 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 19.36 17.98 16.16 14.03 12.69
Fair value of plan assets as on 19.14 17.12 14.67 12.95 10.57
Surplus/(Deficit) (0.21) (0.86) (1.48) (l.08) (2.13)
Experience adjushnent on plan liabilities l.10 0.31 0.31 0.23 (0.79)
(loss)/gain
Experience adjustment on plan assets 1.64 0.26 0.02 0.17 0.19
(loss)/gain
/

~'
14 ,, IL? _,

400
(~in crorc)

PRMS 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011


Present value of obligation as on 14.58 l l.75 9.50 8.33 7.13
Experience adjust1nent on plan liabilities (2.12) (l.54) (0.16) (0.78) (0.17)
(loss)/gain
(~in crorc)
Leave 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 23.42 20.66 20.39 17.74 15.47
Experience adjustment on plan liabilities (l.18) (2.63) (l.50) (0.58) (0.65)
(loss)/gain
(~in crorc)
LSA 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 4.49 4.04 3.71 3.33 2.75
Experience adjust1ncnt on plan liabilities 0.67 0.46 0.80 - -
(loss)/gain
(~in crorc)
ERS 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on l.24 l.24 l.3 l l.24 l.26
Experience adjustment on plan liabilities 0.38 0.46 0.43 - 0.40
(loss)/gain
(~in crore)
BaPPae:e Allo\vance 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 0.10 0.09 0.08 0.07 0.05
Experience adjust1nent on plan liabilities 0.02 0.01 O.Ql - -
(loss)/gain

*The Company's best estimate of the contribution towards gratuity for the financial year 2015-16 is Z 0.68 crore. Actual return
. on plan assets during the FY ended 31.03.2015 is Z 1.64 crorc (previous year ~ 1.47 crorc). Further, the expected return on plan
assets is detennined considering several applicable factors 1nainly the co1nposition of plan assets held, assessed risk of asset
management and historical returns from plan assets.
27. Details of provision as required in Accounting Standard -29, {Figures in brackets ()are as on 31.03.2014 }, are as under:
(Zin crore)
Opening Balance Addition Paid I adjusted Closing
Provision for (1) during the during the year Balance
year (3) 4 = (1+2-3)
(2)
Post-Retircn1cnt Medical Scheme l l.75 3.63 0.80 14.58
(9.50) (2.75) (0.50) (l 1.75)
0.86 0.21 0.99 0.08
Gratuity
(l.48) (0.86) (l.48) (0.86)
0,07 0.00 0.00 0,07
Provision for superannuation benefit (Pension)
(0.15) (0.00) (0.08) (0.07)
20.66 5.06 2.30 23.42
Leave Encashn1cnt (20.39) (6.17) (5.90) (20.66)
.

l.24 0.01 0.01 l.24


Econon1ic Rehabilitation Schen1e for cn1ployec (l.31) (-0.05) (0.02) (l.24)
17.75 12.09 18.94 10.90
Bonus I Incentives I Base Linc Compensation (15.52) (10.25) (8.02) (17.75)
0.09 0.01 0.00 0.10
Baggage Allowances
(0.08) (O.Ol) (0.00) (0.09)
4.04 0.92 0.47 4.49
Service Award (3.7 l) (0.74) (0.41) (4.04)

4,630.44 2,506.74 925.99 6,211.19


Income Tax
(3,419.83) (2,08 l.03) (870.42) (4,630.44)
Proposed Final Dividend 26.40 79.20 26.40 79.20
(132.00) (26.40) (132.00) (26.40)
Proposed Corporate Dividend Tax 4.49 16.12 4.49 16.12
(22.43) (4.49) (22.43) (4.49)

15

401
28. Pursuant to the require1nents of the Companies Act 2013, follo\ved by clarification from Departlnent of Public Enterprises (DPE),
the Company amended its CSR and Sustainability policy during the year. Accordingly, during the year, a CSR provision
mnounting to~ 117.49 crore (previous year~ 63.23 crore including reversal of CSR and SD reserve an1ounting to Z 18.85 crore
as on 31.03.2013) has been made at the rate 2o/o of the average net Profit Before Tax (PET) of the Con1Pany earned during the
three itnmediately preceding financial years. During the FY 2014-15; an amount ofZ49.90 crore (previous yearZ 46.52 crore) has
been disbursed against CSR activities.

As on 31.03.2015, the CSR and SD provisions stands at~ 114.30 crore (previous year~ 32.33 crore) after adjusting an a1nount of
~ 35.52 crore (orevious year~ 30.90 crore) during the year on account of CSR clai1ns.
29. Disclosure as per Accounting Standard - 1 on 'Disclosure of Accounting Policies'

During the FY ended 31.03.2015, follo\ving changes in Part - B- Significant accounting policies have been made:

(i) Policy no. I, Basis for Preparation of Financial State1nents, has been aligned \Vi th the Companies Act, 2013. There is no
financial iinpact due to this change.

(ii) Policy no. 2.7, regarding adjustment of repay1nent against earliest disbursement is deleted since the same is covered under
Policy no. 2.6. There is no financial impact due to this change.

(iii) Policy no. 3.3, Fixed assets I Depreciation, has been aligned \Vith the Co1npanies Act, 2013. There is no financial impact
due to this change. The financial i1npact on account of change in estimate has been disclosed at note 35.

(iv) Policy no. 4.1, Intangible Assets I Amortization, has been aligned \Vith the presentation followed by the Company. There
is no financial impact due to this change.

(v) Policy no. 5, Investments, has been 1nodified to bring in 1nore clarity. There is nb financial impact due to this change.

(vi) Policy no. 6.4.(ii)(a) has been modified to avoid overlapping \Vith policy no. 6.3.(iii). There is no financial impact due to
this change.

(vii) Policy no. 6.7 .(i), Restn1cturing, Reschedule1nent or Renegotiation of tcnn(s) of loan, has been aligned \Vith the changes
in the Prudential Nonns of the Company. There is no financial i1npact due to this change.

(viii) Policy no. 6.7.(vii), Eligibility for Upgradation of Restructured I Rescheduled I Renegotiated Sub-standard Infrastructure
loan, has been aligned \\'ith the changes in the Prudential Norms of the Co1npany. There is no financial iinpact due to this
change.

(ix) Policy no. 6.7 .(xii), regarding provisioning on Restructured I Rescheduled I Renegotiated standard asset, has been added
to align with the changes in the Prudential Norms of the Con1pany. The financial i1npact has been disclosed at note 18
supra.

(x) Policy no. 9, Accounting of Government of India Schen1es, has been an1ended to align \Vith the nature of transaction
governed under the policy related to Gol schen1es such as R-APDRP, IPDS. There is no financial i1npact due to this
change. ·

(xi) Policy no. 11, R-APDRP Fund, has been deleted since the san1e is covered under an1ended Policy no. 9. There is no
financial impact due to this change.

(xii) Policy no. 12.5, regarding income on develop1nent of Request for Qualification (RFQ) docu1nent I Request for Proposal
(RFP) document, has been deleted since the sa1ne is no 1nore relevant. There is no financial impact due to this change.

(xiii) Policy no. 16, Cash and Cash Equivalents, has been added to bring in more clarity. There is no financial in1pact due to
this change.
30. (A) Interim Dividend

The Board of Directors in their 330th meeting held on 27.02.2015 declared interim dividend at the rate of 85o/o i.e.~ 8.50/- per
equity share of~ 10/- each amounting to~ 1, 122.04 crore for the FY 2014-15.

(B) Proposed Final Dividend

The final dividend proposed for the year is as follo\vs:

~.·.//
16

402
Pa1ticulars Year ended 31.03.2015 Year ended 31.03.2014
On Equity Shares of~ IO each
. Atnount of Dividend orooosed ((in crores) 79.20 26.40
. Rate of Dividend 6.00% 2.00%
. Dividend per equity share Cf) 0.60 0.20
(C) Dividend payable to Non-Resident Shareholders

The Con1pany has not remitted any an1ount in foreign currencies on account of dividends during the year and docs not have
infonnation as to the extent to which ren1ittances, if any, in foreign currencies on account of dividends have been 1nade by/on
behalf of non-resident shareholders. The particulars of dividends paid I payable to non-resident shareholders (including Foreign
Institutional Investors) arc as under:

Particulars lnterin1 Dividend Final Dividend

Year to which the dividend relates 2013-14 2012-13 2013-14 2012-13


Nun1ber of non-resident shareholders 2,359 2,421 2,460 2,452
Number of shares held by them of Face Value of~ 10 each 14,36,22,601 14,63,82,692 15,81,53,992 15,42,59,825
Gross amount of Dividend in(~ in crorc) 126.39 87.83 3.16 15.43
31. The Con1pany got registered with Central Registry of Securitisation Asset Reconstruction and Security Interest of India
(CERSAD in April, 2012 for filing and registering the records of equitable mortgages created in its favour, in the web portal .of
CERSAI. On facing the practical difficulties, the Co1npany has since then continuously taken up the n1attcr with CERSAI and
RBI.

The Company vide letter dated 24.12.2014 has also requested Department of Financial Services to exempt the Company fro1n
reporting of equitable n1ortgage transactions conte1nplated under Section 23 of SARFAESI Act, 2002. The Co1npany vide letter
dated 05.01.2015 has also sought RB I's intervention in the n1atter. The response in this regard is still a\vaitcd.

Meanwhile, the Company vide letter dated 19.02.2015 has again requested CERSAI to re1nove the practical difficulties in
entering the data in the web portal of CERSAI. The response is still awaited.
32. As required under Section 205C of the Co1npanies Act, 1956, ( 0.21 crore (Previous Year (Nil) beca1ne due and was transferred
to the Investor Education and Protection Fund (IEPF) d~ring the FY ended 31.03.2015. Ho\vever, an an1ount of ~ 0.56 crorc
(Previous Year~ 0.56 crorc) remains unpaid pending con1pletion of transfer formalities by the clai1nants.
33. During· the year, the Co1npany has sent letters seeking confirn1ation of balances as on 31.12.2014 to the borro\vcrs and
confumation fro1n all the borro\vers (except one case which is sub-judicc) have been received.

34. The Capital Funds, Risk \Veighted Assets and Capital Risk Adjusted Ratio (CRAR) of the Con1pany arc given hereunder:-

Items As on 31.03.2015 As on 31.03.2014


Capital Fund . a. Tier I ((in crore) 30,099.55 25,641.72
(i) . b. Tier II (( in erore) 6,011.08 5,751.93
(ii) Risk \\'cightcd assets (~in crore) 1,77,542.35 1,56,154.40
(iii) CRAR 20.34% 20.10%
(iv) CRAR - Tier I Capital 16.95% 16.42%
(v) CRAR - Tier II Capital 3.39% 3.68%
During the FY ended During the FY
31.03.2015 ended 31.03.2014
(vi) A1nount of subordinated debt raised as Tier-II capital ((in crorc) 0.00 3,800.00
(vii) An1ount raised by issue of Perpetual Debt Instruments ((in crore) 0.00 0.00
35. Effective from 1st April 2014, depreciation on assets is provided on original cost of the asset reduced by its residual value
estimated fro1n time to time, as per written down value n1ethod, over the useful lives of the assets as per Co1npanies Act, 2013.
In respect of life expired assets, an a1nount of~ 1.92 crore (net of deferred tax) has been charged to retained earnings as per
Con1panies Act, 2013.
36. The Con1pany does not have more than one reportable segment in tern1s of Accounting Standard 17 on Segment Reporting.
37. Previous year's figures have been re-grouped I re-arranged, \Vherever practicable to 1nake the1n con1parablc.
38. Figures have been rounded off to the nearest crore of rupees with t\Vo dcci1nals.

17

403
39. Additional Disclosures in accordance with RBI Directions on Corporate Governance:

(A) Reference may be made to Note Part - B for Significant Accounting Policies.

(B) Capital

Reference may be made to Note Part -c 34 for CRAR.

(C) Investments
(<in crore)
SI. No. Particulars As on 31.03.2015 As on 31.03.2014

(1) Value of Investments


(i) Gross Value of Investments
(a) In India 852.38 352.17
(b) Outside India 0.00 0.00
(ii) Provisions for Depreciation
(a) In India· 1.06 0.00
(b) Outside India 0.00 0.00

(iii) Net Value of Investments


(a) In India 851.32 352.17
(b) Outside India. 0.00 0.00
(2) Movement of provisions held towards depreciation
on investments.

(i) Opening balance 0.00 0.15


(ii) Add : Provisions made during the year 1.06 0.00
(iii) Less : Write-off I write-back of excess
provisions during the year 0.00 0.15

(iv) Closing balance 1.06 0.00

(D) Derivatives

I. Forward Rate Agreement I Interest Rate Swap in respect of Loan Liabilities:


(<in crore)
SI. No. Particulars As on 31.03.2015 As on 31.03.2014

(i) The notional principal of swap agreements 9,541.10 11,442.78

(ii) Losses which would be incurred if counterparties 74.47 Nil


failed to fulfill their obligations under the agreements
(iii) Collateral required by the NBFC upon entering into N/A N/A
swaps
(iv) Concentration of credit risk arising from the swaps N/A N/A

(v) The fair value of the swap book 42.13 (407.83)

18

404
II. The Company does not hold any exchange traded Interest Rate (IR) derivatives (Previous year Nil).

Ill. Qualitative disclosures on Risk Exposure in Derivatives:

a. The Company has put in place Currency Risk Management policy to manage and hedge risks
associated with foreign currency borrowing. The said policy prescribes the structure and
organization for management of associated risks.

b. The Company enters into derivatives transactions to mitigate exchange rate risk in foreign
currency liabilities and interest rate risk in rupee and foreign currency liabilities. A system for
reporting and monitoring of risks is in place.

c. These derivative transactions are done for hedging purpose and not for trading or speculative
purpose. These are accounted for on accrual basis and are not marked to market as per
accounting policy. The Mark to Market positions mentioned are those as informed by the
counterparties.

d. Reference may be made to Note Part 8-8 for relevant accounting policy on derivative
transactions.

IV. Quantitative Disclosures on Risk Exposure in Derivatives in respect of Loan Liabilities:


(~In Crore)

As on 31.03.2015 As on 31.03.2014
SI. Interest Interest
Particular Currency Currency
No. Rate Rate
Derivatives Derivatives
Derivatives Derivatives
(i) Derivatives (Notional Principal Amount)

For hedgingt1 l 1,595.42 9,541.10 2,662.71 11,442.78

(ii) Marked to Market Positions (MTM)


a) Asset (+MTM) 12.86 86.05 90.44 4.37
b) Liability (-MTM) 294.66 43.92 269.49 412.20
(iii) Credit Exposure Nil Nil Nil Nil
(iv) Unhedged Exposuresi'l 8,830.84 6,608.82 7,397.24 3,892.76
lll Interest rate derivatives include derivatives on Rupee liabilities of~ 7,964.60 crore (As on 31.03.2014 f 7,964.60 crore).
(2-) Includes JPY loan liability partly hedged through fon1Jard rate contract entered for one leg (USD/JPY) for Z 1,008.96 crore (As
on 31.03.2014 ~ 1,482.01 crore)

(E) Disclosures related to Securitisation

I. The Company has not entered into any securitization transaction during the year and there is no
exposure on account of securitisation as on 31.03.2015 (Previous year Nil).
II. The Company has not sold any financial assets to Securitisation /Reconstruction Company for asset
construction during the year ended 31.03.2015 (Previous Year Nil).
Ill. The Company has not undertaken any assignment transaction during the year ended 31.03.2015
(Previous Year Nil).
IV. The Company has neither purchased nor sold any non-performing financial assets during the year
ended 31.03.2015 (Previous Year Nil)

19

405
(F) Asset Liability Management Maturity pattern of certain items of Assets and Liabilities:
(<in crore)
Up Over 1 Over2 Over3 Over6 Over 1 Over3 Over Total
1030/31 month & months & months & months & year& years & 5 years
Particulars
days upto 2 up to 3 up to 6 up to 1 up to 3 up to 5
Months Months Months year years years
Deposits -
Advances !tJ 2,773.84 289.41 409.98 3,308.93 9,011.9c 36,676.83 40,159.93 1,24,571.47 2,17,202.32

Investments 0.00 0.0( 0.00 0.00 504.04 0.0( 0.00 347.29 851.33

Borro\vings(2J 6,009.67 4,154.5( 2,885.00 302.80 10,212., 41,704.41 40,714.85 72,416.83 1, 78,400.8~
!
Foreign 7.90 0.00 0.00 14.59 16.41 37.67 92.06 144.72 313.35
Currency
assets
Foreign 4.51 0.00 6.52 1,576.50 463.6' 3,084.13 1,614.63 2,980.72 9,730.65
Currency
liabilities
(i} Rupee loan Assets
(l) Rupee Liabilities

(G) Exposures

I. The Company does not have any exposure to real estate sector.

II. Exposure to Capital Market:


(<in crore)
Amount as on Amount as on
SI. No. Particulars 31.03.2015 31.03.2014
(i) Direct investment in equity shares, convertible bonds, 844.70 344.49
convertible debentures and units of equity-oriented
mutual funds the corpus of which is not exclusively
invested in corporate debt (includes investment in fully
convertible preference shares);
(ii) Advances against shares I bonds I debentures or other Nil Nil
securities or on clean basis to individuals for investment in
shares (including IPOs I ESOPs), convertible bonds,
convertible debentures, and units of equity-oriented
mutual funds;
(iii) Advances for any other purposes where shares or 1,076.71 200.00
convertible bonds or convertible debentures or units of
equity oriented mutual funds are taken as primary
security;

(iv) Advances for any other purposes to the extent secured by Nil Nil
the collateral security of shares or convertible bonds or
convertible debentures or units of equity oriented mutual
funds i.e. where the primary security other than shares/
convertible bonds I convertible debentures / units of
equity oriented mutual funds 'does not fully cover the
advances (excluding loans where security creation is
under process);

20

406
(v) Secured and unsecured advances to stockbrokers and Nil Nil
guarantees issued on behalf of stockbrokers and market
makers;
(vi) Loans sanctioned to corporates against the security of 2,097.82 1,317.44
shares I bonds I debentures or other securities or on
clean basis for meeting promoter's contribution to the
equity .of new companies in anticipation of raising
resources;

(vii) Bridge loans to companies against expected equity flows I Nil Nil
issues;
(viii) All exposures to Venture Capital Funds (both registered 7.68 7.6ff
and unregistered)
Total Exposure to Capital Market 4,026.91 1,869.61

Ill. Details of financing of parent company products:

The Company does not have a parent company.

IV. Details of Single Borrower Limit (SGL) I Group Borrower Limit (GBL) exceeded by the NBFC:

The Company has not exceeded its prudential exposure limits against Single Borrower I Group
Borrower Limits during FY 2014-15 and FY 2013-14.

V. Unsecured Advances

Total amount of advances for which intangible securities such as charge over the rights, licenses,
authority etc. has been taken is Nil as on 31.03.2015 (As on 31.03.2014 Nil).

(H) Registration obtained from other financial sector regulators

The Company is a Government Company and is registered with RBI as NBFC-ND-IFC (Non-Banking
Finance Company- Non Deposit Accepting - Infrastructure Finance Company).

(I) Disclosure of Penalties imposed by RBI and other regulators

During the year ended 31.03.2015, no penalty has been imposed on the Company by SEBI and RBI
(Previous Year Nil).

(J) Credit rating

a. Ratings assigned by credit rating agencies and migration of ratings during the year:

SI. No. Rating Agency Long Term Rating Short Term Rating
1. CRISIL CRISILAAA CRISIL Al+
2. ICRA ICRAAAA ICRAAl+
3. CARE CARE AAA CARE Al+

No rating migration has taken place during the year.

21

407
b. Long term foreign currency issuer rating assigned to the Company as on 31.03.2015:

SI. No. Rating Agency Rating Outlook


1. Fitch Ratings BBB- Stable
2. Standard & Poor (S&P) BBB- Stablei'I
3. Moody's Baa3 Stable
111 During the year ended 31.03.2015, S&P has revised its outlook from Negative to Stable.

(K) Net Profit or Loss for the period, prior period Items and changes in accounting policies

Reference may be made to Part A-18 and C-29 of notes to accounts regarding prior period items and
changes in accounting policies respectively.

(L) Circumstances in which revenue recognition has been postponed pending the resolution of significant
uncertainties

Reference may be made to note Part B - 2.1 of Significant Accounting Policy.

(Ml The Company is preparing Consolidated Financial Statements in accordance with Accounting Standard -
21. Reference may be made to Part C- 8 (A) of notes to accounts in this regard.

(N) Provisions and Contingencies


(<in crore)
Break up of 'Provisions and Contingencies' shown under the head During the FY During the FY
Expenditure in Profit and Loss Account ended ended
31.03.2015 31.03.2014
Provisions for depreciation on Investment 1.06 (0.15)
Provision towards NPA 261.32 133.26
Provision made towards Income Tax 2,506.74 2,081.03
Provision on Standard Assets 17.15 336.63

Provision on Restructured Standard Assets 564.44 0.00

(0) Draw Down from Reserves

Reference may be made to Part C-35 of notes to accounts in this regard.

(P) Concentration of Deposits, Advances, Exposures and NPAs

a. Concentration of Deposits (for deposit taking NBFCs)

The Company is a non-deposit accepting NBFC.

b. Concentration of Advances:
(<In crore)
Particulars As on As on
31.03.2015 31.03.2014
Total Advances to 20 largest borrowers 1,34,468.69 1,23,452.40
Percentage of Advances to 20 largest borrowers to Total Advances 61.82 65.32
of the company

22

408
c. Concentration of Exposures:
(<In crore)
Particulars As on As on
31.03.2015 31.03.2014
Total Exposure to twenty largest borrowers I customers 2,02,132.26 2,08,173.07
Percentage of Exposures to twenty largest borrowers I customers 55.77 61.05
to Total Exposure of the Company on borrowers/ customers

d. Concentration of NPAs:
(<In crore)
Particulars As on As on
31.03.2015 31.03.2014
Total Exposure to top four NPA accounts 2,228.64 1,218.80

e. Sector-wise NPAs

The Company is a Government Company engaged in extending financial assistance to power sector.
As on 31.03.2015, the percentage of NPAs to total loan assets stand at 0.87% (As on 31.03.2014
0.52%).

(Q) Movement of NPAs in respect of Loan Assets


(<In Crore)
SI. No. Particulars FY 2014-15 FY 2013-14
(i) Net NPAs to Net Advances(%) 0.87 0.52
(ii) Movement of NPAs (Gross)
(a) Opening balance 1,227.71 1,134.52

(b) Additions during the year 2,482.92 1,418.44

(c) Reductions during the year 1,347.00 1,325.25

(d) Closing balance 2,363.63 1,227.71

(iii) Movement of Net NPAs


(a) Opening balance 985.42 1,013.04

(b) Additions during the year 2,229.69 1,261.69

(c) Reductions during the year 1,324.93 1,289.31

(d) Closing balance 1,890.18 985.42

(iv) Movement of provisions for NPAs (excluding provisions on standard assets)


(a) Opening balance 242.29 121.48

(b) Provisions made during the year 365.63 253.34

(c) Write-off I write-back of excess provisions 134.47 132.53


(d) Closing balance 473.45 242.29

(R) The Company does not have any Overseas Assets in the form of Joint Ventures and Subsidiaries.

(S) Reference may be made to Part C-8(A)(b) of notes to accounts for list of Off-balance Sheet SPVs
sponsored by the Company.

23
,-·

409
(T) Customer Complaints for FY 2014-15

SI. No. Particulars Number of


complaints
(a) No. of complaints pending at the beginning of the year Nil

(b) No. of complaints received during the year Nil


(c) No. of complaints redressed during the year Nil
(d) No. of complaints pending at the end of the year Nil

J-
~/
.....-----

24

410
FY 2013-14
Part-C
Other Notes on Accounts
1. The Company is a go\·crnn1ent company engaged in extending financial assistance to power sector.

2. Contingent liabilities: (~in crorc)

(a) S.No Particulars An1ount as on An1ount as on


31.03.2014 31.03.2013
1. Default guarantees issued in foreign currency - US$ 4.14 million (as on
25.07 41.34
31.03.2013 US$ 7.54 million)
2. Guarantees issued in domestic currency 299.20 335.57
3. Claims against the Company not acknowledged as debts 0.04 0.04
4. Outstanding disbursement com111itments to the borrowers by way of Letter of 2274.96 4,247.61
Comfort against loans sanctioned
Total 2599.27 4,624.56

(b) Additional demands raised by the Income Tax Dcpart1ncnt totaling to ~ 49.87 crore (as on 31.03.2013 ~ 55.93 crore) of earlier years are
being contested. Further, the Income Tax Department has filed appeals before ITAT against the orders of CIT (A) allowing relief to the
Co1npany totaling tot 79.26 crore (as on 31.03.2013 t 67.96 crore). The same are being contested. The Managc1nent does not consider
it necessary to make provision, as the probability of tax liability devolving on the Company is negligible.

3. Additional demands raised by the Income Tax Department (net of relief granted by Appellate Authorities) amounting tot 55.10 crore
for Assess1ncnt Years 2001-02 to 2011-12 have been provided for and are being contested by the Company.

4. ~1inistry
of Corporate Affairs (MoCA), Government of India, vide its Circular No. 6/3n001 - CL.V dated 18.04.2002 prescribed
adequacy of Debenture Redemption Reserve (DRR) as 50% of the value of debentures issued through public issue; subsequently, the
MoCA through its circular No. 11/02/2012-CL-V(A) dated 11.02.2013 modified the adequacy of DRR to 25o/o.

In this regard, the Company has requested the MoCA for clarification, which is a\Vaited. Pending receipt of clarification, the Co1npany is
creating DRR for pUblic issue of bonds I debentures @ 50% for the issues for which prospectuses had been filed before 11.02.2013 and
·@ 25C:b for the subsequent public issues.

5. Foreign currency actual outgo and earning:


(tin crore)
S.No. Description FY ended 31.03.2014 FY ended 31.03.2013

A. Expenditure in foreign currency


i) Interest on loans front foreign institutions 249.69 187.78

ii) Financial & Other charges 9.58 74.88


iii) Traveling Expenses Nil 0.13
iv) Training Expenses 0.25 0.11
B. Earning in foreign cu1·rency Nil Nil

6.1 Related party disclosures:

Kev managerial personnel:


Nan1e Period
Shri MK Goel, Director (Co1nmercial) & additional charge as with effect from 27.07.2007 as Director Commercial and fro1n
CMD 13.09.2013 with additional charge as CMD
Shri Satnain Singh, CMD from 01.08.2008 to 13.09.2013
Shri R Nagarajan, Director (Finance) with effect fron1 31.07 .2009
Shri A K Agarwal, Director (Project) with effect from 13.07 .2012

Chairn1an & ~Ianaging Director Other Directors

For FY ended For FY ended For FY ended For FY ended


31.03.2014 31.03.2013 31.03.2014 31.03.2013

Salaries and allo\vances 0.49 0.51 I. I 7 l.00


Contribution to provident fund and other 0.02 0.04 0.1 I 0.09
welfare fund
.
Other perQuisites I pavrnents 0.04 0.09 0.27 0.24
Total 0.55 0.64 1.55* 1.33
Managerial renmncration: (tin crore)

*Includes salary of Sh. M. K. Goel, Director (Commercial) holding additional charge of CMD.

Jn addition to the above oernuisites, the Chairman & l\.1anaging Director and other Directors have been allowed to use staff car including

411
nrivate ioumev unto a ceilinP of I ,000 kms nPr month on nav1nent of~ 2,000/- ""'r 1nonth.
6.2 Investment in share capital of companies incorporated in India as subsidiaries I joint venture companies including con1panies promoted
as Special Purpose Vehicles (SPY) for ultra-mega po\ver projects are given bclo\v:-
Date of No. of shares % of Ainount
SL Nmne of the co1npanies investn1ent subscribed ownership ~in crore)

A Subsidiary Con1panies (i)

l. PFC Consulting Limited 09.04.2008 50,000 1009'o 0.05

2.(a) PFC Green Energy Lintlted (Equity Shares) 29.07.2011 50,000 100% 100.00
08.12.201 I 44,50,000
29.03.2012 4,90,000
21.03.2013 2, 10,00,000
18.06.2013 l ,36,00,000
07.10.2013 6,04, l 0,000
(b) PFC Green Energy Limited (Preference 21.03.2013 8,40,00,000 100% 200.00
Shares) 18.06.2013 5,44,00,000
07.10.2013 6, 16,00,000
3. PFC Capital Advisory Services Ltd Ol.09.201 l l,00,000 100%. 0.10

4 Power Equity Capital Advisors (Private) 15.04.2008 15,000 lOOo/o .0.05


Lintlted l l.10.201 l 35,000
Sub-Total (A) 30,02,00,000 300.20

B Subsidiary Co1npanies pron1oted as SPVs for Ultra l\lega Power Projects (ii)

l. Coastal Maharashtra Mega Power Limited 05.09.2006 50,000 100% 0.05


2. Orissa Integrated Power Li1nited 05.09.2006 50,000 100% 0.05
3. Coastal Karnataka Power Limited 14.09.2006 50,000 100% 0.05
4. Coastal Tamil Nadu Pov.'er Lilnited 31.01.2007 50,000 100% 0.05
5. Chhattisgarh Surguja Power Lintlted 31.03.2008 50,000 100% 0.05

6. Sakhigopal Integrated Power Company 27.01.2010 50,000 100% 0.05


Lintltcd
7. Ghogarpalli Integrated Power Cmnpany 27.01.2010 50,000 100% 0.05
Lintltcd
8. Tatiya Andlua Mega Power Limited 27.01.2010 50,000 100% 0.05
'
9. Deoghar Mega Power Limited 30.07.2012 50,000 100% 0.05

10. Cheyyur Infra Limited. 24.03.2014 50,000 lOOt;'o 0.05

l l. Odisha Infrapower Limited 27.03.2014 50,000 100% 0.05

Sub-Total (II) 5,50,000 o.ss


c Joint Yenturc Comnanies (i)
l National Power Exchange Li1nited 18.12.2008 8,33,000 16.66% 2.19
03.09.2010 13,54,015

2. Energy Efficiency Services Limited 21.01.2010 6,25,000 25% 22.50


26.03.2013 2,18,75,000
Sub-Total (C) 2,46,87,015 24.69

TOTAL (A)+ (II)+ (C) 32,54,37,015 325.44


(i) The financial statements arc consolidated as per Accounting Standard 21 - Consolidated Financial State1nents and Accounting
Standard 27 -Financial Reporting of Interests in Joint Ventures.
(ii) The subsidiary con1panies \Vere incorporated as SPVs under the mandate fro1n the Government of India for devclop1ncnt of ultra-
mega power projects (UMPPs) with the intention to hand over the satne to successful bidders on completion of the bidding process.
The financial statements of these subsidiaries are attached as reauired under Section 212 of the Comoanies Act, 1956 without

412
consolidating, in accordance with paragraph I I of Accounting Standard-21.

413
6.3 The Co1npany's share of assets, liabilities, contingent liabilities and capital commitn1ent as on 31.03.2014 and inco1ne and expenses for
the nf'riod in resnect of joint venture entities based on their unaudited financial statements arc ~!ivcn belo\V:
(~in crore)Sl Particulars As at 31.03.2014 As at 31.03.2013
NPEL EESL Total NPEL EESL Total
Ownership(%) 16.66 25 16.6,j 251
A Assets
Non Current assets 0.03 1.99 2.02 0.00 0.25 0.25
Current assets 1.13 29.61 30.74 1.35 30.66 32.01
. Total 1.16 31.60 32.76 1.35 30.91 32.26
B Liabilities
Non Current Liabilities 0.08 0.08 - 0.02 0.02
Current Liabilities 0.03 4.80 4.83 0.23 5.01 5.24
Total O.o3 4.88 4.91 0.23 5.03 5.26

c Contingent liabilities - - - -
D Caoital conunitnients - 5.52 5.52 - - -
For the ncriod For the ncriod
E Total Inco1ne 0.11 8.39 8.50 0.12 6.58 6.70
F Total Expenses 0.12 7.13 7.25 0.41 4.23 4.64

6.4 TI1c details of amount recoverable (including interest thereon) front the respective subsidiaries are given belo\v:
(~in crore)
I\'Iaxin1wn riiiaxin1u111
An1ount as An1ount as during the during the
Nan1e of the Subsidiary Co1npanies
on 31.03.2014 on 31.03.2013 year ended year ended
31.03.2014 31.03.2013
Coastal Maharashtra l\1ega Power Litnited 7.88 7.00 7.88 7.00
Orissa Integrated Power Lintltcd 92.97 90.31 106.62 90.31
Coastal Kamataka Po\ver Limited 3.32 2.80 3.33 2.80
Coastal Tamil Nadu Po\ver Ltd. 57.00 40.41 57.00 40.41
Chhattisgarh Surguja Power Limited 68.37 60.50 68.42 60.50
Sakhigopal Integrated Power Company Limited 4.50 3.26 4.50 3.26
Ghogarpalli Integrated Power Company Limited 3.89 2.89 3.89 2.89
Tatiya Andhra l\1ega Po\ver Lintlted 1 J.28 9.84 11.30 9.84
Deoghar l\1ega Power Ltd 5.00 2.43 5.01 2.43
PFC Green Energy Ltd. 0.40 0.00 0.40 0.00
PFC Capital Advisory Services Limited 0.36 0.10 0.49 0.10
Cheyyur Infra Lin1ited 0.01 - 0.01 -
Odisha Infra Power Ltd. 0.0! - 0.01 -
Total 254.99 219.54 268.86 219.54

6.5 The details of an10unts payable to subsidiaries (including interest) in respect of mnounts contributed by power procurers and other
ainounts payable are given below:
(~in crore)
rii·Iaxin1un1 riiiaxin1un1
An1ount as An1ount as during the during the
Nan1e of the Subsidiary Con1panies
on 31.03.2014 on 31.03.2013 . year ended year ended
31.03.2014 31.03.2013
PFC Consulting: Limited (PFCCL) 5.39 3.54 5.40 3.54
PFC Green Enerov Ltd. 0.00 O.Q3 0.00 (0.05)
Coastal Maharashtra Mega Power Limited 56.47 52.97 56.47 52.97
Orissa Integrated Power Limited 67.57 62.57 67.57 62.57
Coastal Tmnil Nadu Po\ver Lintlted 63.72 58.92 63.72 58.92
Chhattisgarh Surguja Pow~r Limited 61.16 56.17 61.16 56.17
Sakhigopal Integrated Power Company Lintlted 22.24 20.69 22.24 20.69
Ghogarpalli Integrated Po\ver Co1npany Lintlted 21.08 19.27 21.08 19.27
Tatiya Andhra Mega Power Limited 27.02 25.02 27.02 25.02
Total 324.65 299.18 324.66 299.10

414
6.6 (i) Investment in "Small is Beautiful" Fund: -
The Company has outstanding investment of~ 7 .68 crorc (as on 31.03.2013 ~ 7.68 crore) in units of S1nall is Beautiful Fund. The face
value of the Fund is~ 10 per unit. The NAV as on 31.03.2014 is~ 9.70 per unit(~ 9.77 per unit as on 31.03.2013). As investment in
Snmll is Beautiful Fund is long term investment, the fluctuation in NA Vin the current scenario is considered as temporary.
(ii) Investment in equity (unquoted) in Power Exchange India Limited:-
Power Exchange India Ltd. (PXIL) has been pro1notcd by National Stock Exchange (NSE) and National Commodity and Derivatives
Exchange Limited (NCDEX). The authorized share capital is ~ 100 crore consisting of 8 crore equity shares of~ 1OJ- each and 2 crore
preference shares of~ 10/- each as on 31.03.2014. The paid up equity share capital of PXIL is~ 46.47 crore, as on 31.03.2014. The
Company has subscribed~ 3.22 crore (~ 2.80 crore as on 31.03.2013) of the paid up capital of PXIL.

7. Interest Differential Fund (TOP) - KAV

The agreement between KF\V and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the exchange
risk variations under this loan and any excess will be used in accordance with the agrce1nent. The balance in the IDF fund has been kept
under separate account head titled as Interest Differential Fund - KF\V and shown as a liability. The total fund accunmlated as on
31.03.2014 is~ 54.63 crore (as on 3.1.03.2013 ~ 54.73 crore), after transferring exchange difference of Z 16.56 crore (as on 31.03.2013
Z 15.21 crorc).

8. Foreign currency liabilities not hedged by a derivative instrument or otherwise:-


Foreign Currency (in niillions)
Liabilities in Foreign Currencies
31.03.2014 31.03.2013
USD 791.93 805.90
EURO 20.87 22.80
JPY 36,807.40 41,643.20

9. (a) Asset under finance legli~ gfii;;r Qt Q1 2001:


(i) The gross invest1nent in the leased assets and the present value of the 1ninimum value receivable at the
balance sheet date and the value of unearned financial income are given in the table below: ~ incrore)
(~ incrore)
As on As on
Particulars
31.03.2014 31.03.2013
Total of future 1nini1num lease payments recoverable (Gross Investments) 433.52 500.33
Present value of lease oavments recoverable 242.54 285.07
Uneanied finance income 190.98 215.26
~Iaturity profile of total of future niinhnu1n lease payiuents recoverable (Gros.s lnyestnient)
Not later than one vear 54.34 70.77
Later than one year and not later than 5 years 102.87 127.55
Later than five years 276.31 302.01
Total 433.52 500.33
Break up of present \'alue of lease payn1ents reeoyerable
Not later than one vear 33.15 45.93
Later than one vear and not later than 5 vears 33.11 53.44
Later than five vears 176.28 185.10
Total 242.54 285.07
(ii) The Company had sanctioned an amount of~ 88.90 crore in the year 2004 as finance lease for financing \Vind turbine generator
(con1111issioned on 19.07.2004). The sanction was reduced to~ 88.85 crore in Dece1nber 2006. The gross invest1nent stood at the
level of~ 4.21 crore as on 31.03.2014. 11ie lease rent is to be recovered \Vithin a period of 15 Years, starting frmn 19.07.2004,
\Vhich comprises of 10 years as a primary period and 5 years as a secondary period.

(iii) The Conipany had sanctioned an amount of~ 98.44 crore in the year 2004 as finance lease for financing \Vind turbine generator
(commissioned on 18.5.2004). The gross investment stood at~ 22.53 crore as on 3I.°03.2014. The lease rent is to be recovered
\Vithin a period of 20 years, starting fronl 18.05.2004, which comprises of 10 years as a prhnary period and a nmxi1num of another
I 0 years as a secondary period.

(iv) The Co1npany had sanctioned an atnount of~ 93.51 crore in the year 2004 as finance lease for financing \Vind turbine generator
(cmnntlssioned on 09.06.2005). The gross invest1nent stood at~ 1.96 crore as on 31.03.2014. The lease rent is to be recovered
\Vithin a period of 19 years 11 nionths, starting from 09.06.2005, which co111prises of 10 years as a prinmry period and a
1naxin1um of9 years and I l 1nonths as a secondary period.

(v) The Company had sanctioned an amount of~ 228.94 crorc in the year 2008 as finance lease for financing wind turbine generator
(conunissioned on 18.05.2011). The gross invest1nent stood at~ 404.82 crore as on 31.03.2014. The lease rent is to be recovered
\Vithin a period of25 years, starting frrnn 01.01.2012, which comprises of 18 years as a primary period and a 1naximun1 of7 years
as a secondary period.

415
b) Operating Lease:
The Con1pany's operating leases consists:-
Prc1nises for offices and for residential use of e1nployees are lease arrangements, and are usually renewable on 1nutually agreed tenns,
and are cancellable. Rent for residential acco1nmodation of employees include~ 4.19 crore (during year ended 31.03.2013 ~ 3.84 crore)
towards lease payments, net of recoveries in respect of premises for residential use of e1nployees. Lease payments in respect of
pre111ises for employees are sho\VO as rent for residential acconm1odation of employees in Note Part A 16 - Employee Benefit Expenses.
Lease payments in respect of premises for offices are shown as office rent in Note Part A 17 - Other Expenses.
10. Subsidy under Accelerated Generation & Supply Progra1nme (AG&SP):

(i) The ComPany clain1ed subsidy fro1n Govt. of India at net present value calculated at indicative interest rates in accordance with the
GOI's letter vide D.O.No.32024 I 17 / 97 - PFC dated 23.09.1997 and 0.1'1.No.32024 / 23 / 2001 - PFC dated 07.03.2003,
irrespective of the actual repayment schedule, moratorium period and duration of repayment. The mnount of interest subsidy
received and to be passed on to the borro~er is retained as Interest Subsidy Fund Account. The in1pact of difference between the
indicative rate and period considered at the time of claims and at the time of actual disbursement can be ascertained only after the
end of the respective schemes. However on the basis of the projections made for each project (based upon certain assumptions that
these would remain san1e over the projected period of each loan I project), the Con1pany estimated the net excess amount of~ 6.32
crore and~ 74.53 crore as at 31.03.2014 for IX and X Plan, respectively under AG&SP sche1nes, and there is no shortfall. This net
excess amount is worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any, during
the projected period such as changes in 1noratoriu1n period, repay1nent period, loan restructuring, pre-payment, interest rate reset
etc. Any excess I shortfall in the interest subsidy fund will be refunded or adjusted I charged off on completion of the respective
scheme.

(ii) The balance under the head Interest Subsidy Fund sho,vn as liability, represents the mnount of subsidy received from Ministry of
Po,ver, Govt. of India which is to be passed on to tlie borrowers against their interest liability arising in future, under Accelerated
Generation & Supply Program1ne (AG&SP), which comprises of the following: -
(~ ih crore)
As on As on
Particulars 31.03.2014 31.03.2013
Opening balance of Interest Subsidy Fund 145.78 376.21
(As on I st dav of the Financial Y car )
Add : - Received during the period -- --
: - Interest credited during the period 10.70 18.99
: - Refund by the borrower due to non - com1nissioning of project in time -- --
Less: Interest subsidy passed on to borro\\'ers 32.61 49.42
Refunded to 1·1oP:
(a) Estilnatcd net excess against IX Plan -- --
(b) Due to non- commissioning of Project in tinie -- --
(c) Estilnated net excess against X Plan -- 200.00

Closing balance of interest subsidy fund 123.87 145.78

11. The Company had exercised the option under para 46A of the AS-I I - 'The Effects of Changes in For~ign Exchange Rates'. to ainortize
the exchange differences on the long tenn foreign currency monetary items over their tenure. Consequently, as on 31.03.2014 the
balance under Foreign Currency Monetary Item Translation Difference Account (FC~11TDA) is ~ 709.21 crore (as on 31.03.2013 ~
477.97 crore) and shown on the "Equity and Liabilities" side of the balance sheet under the head "Reserve and Surplus", as a separate
lineite1n.
12. (i) The Company has been designated as the Nodal Agency for operationalisation and associated service for imple1nentation of the Re-
structured Accelerated Power Develop1nent· and Refonns Programme (R - APDRP) during XI Plan by the Ministry of Power,
Government of India (GOI) under its overall guidance. Further, MoP vide order dated 08.07 .2013 had agreed to continue R-APDRP
in XII /XIII Plan, inter-alia including extension of Part-A projects completion period fro1n 3 to 5 years.
Projects under the scheme are being taken up in two parts. Part - A includes the projects for establish1nent of baseline data and IT
applications for energy accounting as well as IT based custo1ner care ce1uers. Part - B includes regular distribution strengthening
projects. GoI provides 100% loan for Part A and up to 25o/o (up to 90% for special category States) loan for Part - B. Balance funds
for Part - B projects can be raised by the utilities fro1n PFC I REC I 1nulti-lateral institutions and I or own resources. The loans
under Part A- along with interest thereon are convertible into grant as per R - APDRP guidelines. Similarly, up to 50% (up to 90%
for special category states) of the Joan against Part -B project \\'Oul<l be convertible in to grant as per R - APDRP guidelines.
Enabling activities of the prograll11ne are covered under Part - C.
The loans under R - APDRP are routed through the Co1npany for disburse1nent to the eligible utilities. The amount so disbursed but
not converted in to grants as per R -APDRP guidelines will be repaid along with interest to the Gol on receipt fro1n the borrowers.

--

416
The details are furnished belov.' : (('in crore)
Amount payable to
Amount recoverable
GOI (Interest
from borrowers & R-APDRP Fund
earned on Fixed
payable to GO!
Particulars Deposit}
FY FY FY fY FY fY

2013-14 2012-13 2013-14 2012-13 2013-14 2012-13

Opening balance as on 1•t day of the Financial Year 6,694.63 5,502.88 0.00 0.00 0.25 11.09
Additions during the period 640.00 1,217.45 640.00 1,217.45 0.00 1.03
Recoveries j refunds I changes during the period (18.78) (25.7) (640.00) (1217.45) (0.25) 11.93
Closing balance {A} 7,315.85 6,694.63 0.00 0.00 0.00 0.19
Interest Accrued but not due (Int. earned on FD) (B) 0.00 0.06
Interest on loan under R·APORP
(i) Accrued but not due
I
Opening Balance 1,327.94 775.24
Additions during the period 627.24 552.70
Transfer to Accumulated Moratoril!m Interest (340.43)
Transfer to Interest Accrued and Due (9.66)
Closing Balance 1,605.09 1327.94

(ii) Accrued and due


Opening Balance 0.00
Additions During the period 9.66
Recovered and refunded to Gal (5.97)
Closing Balance 3.69

Interest on loan under R·APDRP (C} = (i +ii) 1,608.78 1327.94

Accumulated Moratorium Interest


Opening Balance 0.00
Additions During the period 340.43
Recovered and refunded to Gol (1.51)
Closing Balance (D) 338.92

Interest on Accumulated Moratorium Interest

(I) Accrued but not due


Opening Balance 0.00
Additions During the period 4.48
Transfer to interest accrued and due (3.06)
Closing Balance 1.42

(ii) Accrued and due


Opening Balance 0.00
.
Additions During the period 3.06
Recovered and refunded to Gol (0.85)
Closing Balance 2.21
Interest on Accumulated Moratorium Int. (E) =(i +ii) 3.63
Closing Balance (A+B+C+D+E) 9,267.18 8,022.57 0.00 0.00 0.00 0.25

417
'

(ii) As on 31.03.2014, the total an1ount of nodal agency fee and rcitnburse1nent of expenditure received I receivable by PFC has been as
under:-
((in crore)
During the FY ended During the FY ended Cu1nulatiYe uo·to
31.03.2014 31.03.2013 31.03.2014 31.03.2013
Noqal agency fee* 18.50 16.52 163.79 145.29
Reiinbursement of expenditure (21.81 )** 21.81 61.86 83.67

Total (3.31) 38.33 225.65 228.96


* Exclusive of Service Tax
** Reversal for FY 2012-13
(iii) As per Office I\1emorandu1n No. 14 / 03 / 2008 - APDRP dated 20th August, 2010 of the I\1oP, Gol, the total amount receivable
against the nodal agency fee plus the rcitnburscn1ent of actual expenditure will not exceed ~ 850 crore or I .7 o/o -or
the likely
outlay under Part A & B ofR-APDRP, whichever is less.
(iv) In line with the R-APDRP scheme approved by MoP, Gal, vide Office I\1c1norandum No. 14 / 03 / 2008 -APDRP dated 20th
August, 2010, till 31.03.2013, Nodal Agency Fees under R-APDRP had been accounted for@ I% of the sanctioned project cost
in three stages ~ 0.40o/o on sanction of the project, 0.30% on disbursen1ent of the funds and remaining 0.30o/o after completion of
the sanctioned project (for Part - A) and verification of AT&C loss of the project areas (for Part - B). Further, actual expenditure,
including expenditure allocable on account of PFC nmnpuwer, incurred for operationalising the R- APDRP were reimbursed I
reimbursable by Ministry of Power, Government of India.
Ministry of Power (MoP) vide letter dated 15.07.2013 informed that as per Departn1ent of Expenditure (DoE), Nodal Agency Fee
for R-APDRP sche1ne for 12th plan may be restricted to 0.5o/o of the sanctioned project cost or actual expenditure, whichever is
less.
It was also indicated in the ivloP letter dated 15.07.2013 that proposal for any higher nodal agency fee nmy be considered, if
agreed by the DoE. Accordingly, the Con1pany has submitted a proposal to MoP (vide our letter dated 22.08.2013) for
consideration of Nodal Agency Fee@ 0.50% on R-APDRP sanctions and rein1burse1nent of actual expenditure incurred under R-
APDRP (excluding PFC manpo\ver expenditure), from 12th plan onward. The proposal is under consideration by l\1oP, GoI.
Pending finalization, nodal agency fee I reimbursement of expenditure for 12th plan has been accounted for during the year (with
effect from 01.04.2012) on provisional basis as indicated by DoE through l\1oP co1nnrnnication dated 15.07.2013. Accordingly,
nodal agency fee income amounting to~ 18.50 crore (~ 18.43 crore for FY 2013-14 and~ 0.07 crore for FY 2012-13) has been
recognised during the year. Further, ~ 42.59 crore on account of expenditure allocable to R-APDRP has been accounted for
separately and appearing under Note Part-A-17-other expenses (including ~ 21.81 crore of FY 2012-13 earlier booked as
recoverable from MoP, Gal).
13.1 The Co1npany has been creating provision for standard assets in phases \Vith effect fro1n FY 2012-13, in three years period @ of
0.0833% p.a, in order to bring it to 0.25% on 3pt March 2015 in line \Vith the accounting policy introduced during the financial year
2012-13. Further, RBT vide its letter dated 25-07-2013 has directed that provision may be 1nade@ 0.25% ab-initio for all new assets.
Accordingly, the Cmnpany has changed its acco'unting policy to create provision @ 0.25% for all ne\v standard assets created in the
current year, while finalisation of half yearly financial statements as at 30.09.2013. The Board of Directors' in its n1eeting d.ated
27.03.2014 decided to accelerate the provisioning for Standard Assets, so as to bring it to 0.25% as on 31.03.2014 instead of on
31.03.2015. Therefore, the accounting policy has again been ch"anged, during the quarter ended as at 31.03.2014, with effect fron1
01.04.2013 to create provision for standard assets @ 0.25% of the outstanding as the end of the financial year. As on 31.03.2014, the
Standard Asset provision stands at~ 469.42 crore (~ 132.79 crore as on 31.03.2013). Due to this change in accounting policy, the profit
for the year ended 31.03.2014 has decreased by~ 156.47 crore.

13.2 The Company being a Government owned Non-Banking Financial Company is exempt front the RBI directions relating to Prudential
Norms. The Con1pany, however, fonnulated its o\vn set of Prudential Nonns with effect from 01.04.2003, \Vhich are revised from thne
to time. Ministry of Power (11oP), Govenunent of India (Gon initially accorded its approval to the Pn1dential Norms of the Company
vide letter dated 19-04-2007 and thereafter extended validity of the saine for subsequent financial years. The pri1dential nomts
applicable for financial year 2013-14 are approved by 11oP, Gal, vide its letter dated 23.05.2012 as per which the Pn1dential Nonns as
applicable to the Cmnpany upto 31/03/2012 will continue to be applicable up to 31.03.2013 or till further orders.

Further, RBI vide its notification dated 12.12.2006 proposed to bring all deposit taking and systemically important govem1nent owned
NBFCs under the RBI's direction on Prudential Nonns front a date to be decided later and advised Government companies to subn1it a
roadmap for co1npliance \Vith various ele1nents of the NBFCs regulation in consultation with Govermnent. Accordingly, PFC has been
submitting roadn1aps as advised by RBI fro1n ti1ne to time on the basis of which exen1ption was granted by RBI upto FY 12-13.

Jn response to the Road Map and subsequent correspondence, RBI vide its letter dated 25.07.2013 advised on certain issues relating to
Provisioning of Standard assets, etc. and informed that the nmtters relating to the Restn1cturing I Reschedulen1ent I Renegotiation
(R/R/R) of assets and the credit concentration nonns are under its consideration and it will revert back in due course. RBI has also
advised the Company to take steps to comply with RBI Prudential Norms by 31.03.2016. The Co1npany has infonned to RBI its
implementation strategy for the above directions of RBI vi de letter dated 07.10.2013 wherein for matter relating to the R/R/R of assets
and the credit concentration nonns, it has been infonned that the Company shall continue to.follow its extant norn1s for these 1natters till
further directions from RBI.

Now, RBI vide letter dated 3rd April 2014 has allowed the exen1ption from credit concentration nonns in respect of exposure to Central
I State Government entities till 31.03.2016 and for the matter relating to R/R/R, RBI has advised the Co1npany to follow the instructions

418
.

contained in RBI circular DNBS.CO.PD.No. 367/03.10.01/2013-14 dated 23.01.2014. In this regard the Company vide letter dated
25.04.2014 has sub1nitted an implen1entation strategy to comply \Vith RBI directions on R/R/R of assets for the consideration of RBI
and also stated that PFC will follo\v the restructuring provisions contained in its extant pntdential nonns till such ti1ne RBI n1ay issue
further instructions in this respect. MoP, Gol, vide its letter dated 15.05.2014 has also requested RBI to consider the implementation
strategy as com1nunicated by the Co1npany. The response from RBI is awaited. -Since the Con1pany is following norms relating to R/R/R
duly appro\'ed by 11oP, GoI, the 1nanage1nent is of the view that RBI nonns on R/R/R are not applicable to the Company for the
financial year 2013-14.

14. The net deferred tax liabilities of~ 274.22 crore (as on 31.03.2013 ~ 219.79 crore) have been computed as per Accounting Standard 22
Accounting for Taxes on Income.
The breakup of deferred ta.x liabilities is given below: -
(~in crore)
As on 31.03.2014 As on 31.03.2013
Description
(a) Deferred Tax Asset(+)
(i) Provision for CX™'nses not deductible under Income Tax Act 23.28 7.82
(b) Deferred Tax Liabilities(-)
(i) Depreciation (1.42) (1.04)
(ii) Lease income (79.95) (95.00)
(iii) A111ortization (0.83) (1.29)
(iv) Unamortized Exchange Loss (Net) (215.30) (130.28)
Net Deferred Tax liabilities (-)/Assets(+) (274.22) (219.79)

15. In compliance with Accounting Standard - 20 on Earning Per Share issued by the Institute of Chartered Accountants of India, the
calculation of Earning Per Share (basic and diluted) is as under:-
Year ended Year ended
Particulars 31.03.2013
31.03.2014
Net Profit after tax used as numerator (~ in crore) 5.417.75 4.419.60
\Vcighted average nmnber of equity shares used as denon1inator (basic) 132,00,31803 131,99,82,855
\Veighted average number of equity shares used as denonlinator (diluted) 132,00,39,328 131,99,90,939
Earning per share (basic & diluted)(~) 41.04 33.48
Face value per share(~) 10 10

16. The Company has no outstanding liability towards Micro, S1nall and Medium enterprises.

17. Leasehold land is not amortized, as it is a perpetual lease.


18. Liabilities and assets denominated in foreign currency have generally been translated at TT seIIing rate of SBI at year end as given
below: -
S.No. Exchange Rates 31.03.2014 31.03.2013
I USD/ INR 60.49 54.80
2 JPY /INR 0.5903 0.5847
3 EURO/INR 83.48 70.28
In-case of specific provision in the loan agreement for a rate other than SBI TI seIIing rate, the rate has been taken as prescribed.in the
respective loan agreement.

19.1 The Company has made the public issue of 75,00,000 tax free bonds (secured) \\•ith an option to retain oversubscription upto
3,87,59,000 bonds at the face value of~ 1,000 each during the current financial year and has 1nobilized ~ 3875.90 crore. The security
has been created on 14-Nov-2013 and bonds have been ailotted on 16-Nov-2013. The bonds have been listed in t,l1e BSE on 19-Nov-
2013. The proceeds of the bond issue have been utilized for the purpose 1nentioned in the offer document.

19.2 During the financial year 2013-14, Government of India (Gol) has set up a fund called Goldman Sachs CPSE Exchange Traded Scheme
("GS CPSE BeES") launched by Goldn1an Sachs Asset Manage1nent (India) Private Limited (AMC). Accordingly, in March 2014,
Government of India, Minishy of Power, acting through Department of Disinvestment, has disinvestcd 1,21,06,076 equity shares of face
value of~ 10/- each by selling it to the Ai\llC. After disinvestment, the holding of Government of India in the paid up equity share
capital of the Company has come down to 72.80% (As on 31.03.2013 73.72%).

419
20.I Disclosures as per Accounting Standard -15 :-
A. Provident fund
The Company pays fixed contribution to provident fund at prescribed rates to a separate trust, which invests the funds in pennitted
securities. The contribution to the fund for the period is recognized as expense and is charged to the state1nent of profit and loss.
The tn1st to ensure a 1ninin1un1 rate of return to the men1bers as specified by Gol. Ho\vcver, any short fall for payment of interest to
members as per specified rate of retun1 has to be compensated by the Co1npany. The Co1npany estimates that no liability will take
place in this regard in the near future and hence no further provision is considered necessary.

B, Gratuity
The Company has a defined gratuity scheme and is n1anaged by a separate trust. TI1c provision for the saine has been nmde on
actuarial valuation based upon total nun1ber of years of service rendered by the employee subject to a 1naxitnum an1ount of~ 10
lakh.

c. Pension
The Con1pany has a defined contribution pension scheme which is in line ·with guidelines of the Department of Public Enterprise
(OPE) and is managed by a separate trust. Employer contribution to the fund has been contributed on monthly basis. Pension is
payable to the en1ployee of the corporation as per the scheme.

D. Post Retire1nent Medical S~h~m~ (PRMS)


The Company has Post-Retirement Medical Scheme (PR~1S), under which retired e1nployees and their dependent family men1ber
are provided with medical facilities in empanelled hospitals. They can also avail reimbursement of out-patient treatJnent subject to
a ceiling fixed by the Company.

E. Tenninal Benefits
Tenninal benefits include settle1nent in home tO\\'n for en1ployees & their dependents.

F. Leave
The Company provides for earned leave benefit and half-pay leave benefit to the credit of the employees, which accrue on half
yearly basis @ 15 days and IO days, respectively. A maximum of 300 days of earned leave can be accumulated at any point of time
during the service. There is no lin1it for accumulation of half pay leave. Earned leave is en-cashable during the service, while half
pay leave is not en-cashable during the service or on separation I superannuation before IO years. On separation after 10 years of
service or on superannuation, earned leave plus half pay leave together can be en-cashed subject to a nmximum of 300 days.
The above 1nentioned schemes (D, E and F) are unfunded and are recognized on the basis of actuarial valuation.

The sum1narised position of various defined benefits recognized in the staten1ent of profit and loss account, balance sheet are as under
{Figures in brackets ()represents to as on 31.03.2013}

i) Expenses recognised in Statement of Profit and Loss Account


(~ in crore)
Gratuity PRMS Lea ye
Current service cost 1.35 0.45 1.89
(1.18) (0.36) (1.89)
Interest cost on benefit obligation 1.29 0.76 1.63
(1.12) (0.67) (1.42)
Expected return on plan assets -1.28 0.00 0.00
(-1.22) (0.00) (0.00)
Net actuarial (gain)/ loss recognised in the year -0.50 1.54 2.65
(0.40) ( 0.46) (2.37)
Expenses.recognised in Statement of Profit & Loss Account *0.86 *2.75 *6.17
( l.48) (l.49) (5.68)
(*)Includes~ 0.07 crore (as on 31.03.20I3 ~ 0.13 crore), ~ 0.58 crore (as on 31.03.2013 ~ 0.58 crore) and ~O.l lcrorc (as on 31.03.2013
~ 0.04 crore) for gratuity, leave and PRi\1S respectively allocated to subsidiary co1npanics.

ii) The amount recognized in the Balance Sheet ({'in crore)


Gratuity PRMS Lea Ye
Present value of obligation as at.3I .03.2014 (i) 17.98 11.75 20.66
(16.16) (9.50) (20.39)
Fair value of plan assets at 3 l.03.20I4 (ii) 17.12 0.00 0.00
(14.67) (0.00) (0.00)
Difference (ii) - (i) -0.86 -11.75 -20.66
(-1.48) (-9.50) (-20.39)
.
Net asset I (liability) recognized in the Balance Sheet -0.86 -11.75 -20.66
(-1.48) (-9.50) (-20.39)

'

10

420
iii) Changes in the gresent value of the defined benefit obligations (Zin crore)

Gratuih' PRMS Leave


Present value of obligation as at 01.04.2013 16.16 9.50 20.39
(14.03) (8.33) (17.74)
Interest cost 1.29 0.76 1.63
(1.12) (0.67) (1.42)
Current service cost 1.35 0.45 1.89
(1.18) (0.36) (1.89)
Benefits paid -0.51 -0.50 -5.90
(-0.62) (-0.32) (-3.03)
Net actuarial (gain)noss on obligation -0.31 1.54 2.65
0.45) (0.46) (2.37)
Present value of the defined benefit obligation as at 31.03.2014 17.98 11.75 20.66
(16.16) (9.50) (20.39)
iv) Chang:es in the fair value of olan assets
Gratllity PRMS Leave
(Zin crore)
Fair Yalue of plan assets as at 01.04.2013 14.67 0.00 0.00
(14.03) (0.00) (0.00)
Expected return on plan assets 1.28 0.00 0.00
(1.22) (0.00) (0.00)
Contributions by employer 1.48 0.00 0.00
(0.00) (0.00) (0.00)
Benefit paid -0.51 0.00 0.00
(-0.62) (0.00) (0.00)
Actuarial gain I Ooss) 0.20 0.00 0.00
(0.04) (0.00) (0.00)
Fair value of plan assets as at 31.03.2014 17.12 0.00 0.00
(14.67) (0.00) (0.00)
Y) One percent increase I decrease in the inflation rate would impact liability for medical cost of PRMS, as under:-
Cost increase by I o/o ( i.72 crore
Cost dccn;ase by 1o/o ( -1. 79 crore
vi) During the year, the Company has provided liability towards contribution to the Gratuity Trust of ( 0.86 crore, to PRMS of( 2.75
crore, to leave ( 6.17 crore and to pension (Nil crore (during the year ended 31.03.2013 towards contribution to the Gratuity Tn1st
of ( 1.48 crore, to PR11S of ( 1.62 crore, to leave ( 6.04 crorc and to pension ( 0.69 crore). Above amount includes ( 0.07 crore
(as on 31.03.2013 ( 0.13 crore), ( 0.58 crore (as on 31.03.2013 ( 0.58 crore) and ZO.I lcrore (as on 31.03.2013 ( 0.04 crore) for
gratuity, leave and PR11S respcctiYcly allocated to subsidiary co1npanies.
G. Other En1gloyee Benefits:-
During the year, provision of ( -0.05 crore (during the FY ended 31.03.2013 ( 0.08 crore) has been mad.e for Econon1ic
Rehabilitation Sche1ne for Employees and provision of ( 0.74 crore has been nmde for Lo11g Service Award for Employees (during
the year ended 31.03.2013 ( 0.37 crore) on the basis of actuarial valuation 1nade at the end of the year by charging I crediting the
statement of profit and loss.
H. Details of the Plan Asset:- Gratuit)'.
The details of the plan assets at Cost, as on 31.03.2014 are as follows:- (.(in crore)
SL Particulars Year ended 31.03.2014 Year ended 31.03.2013

i) Govcnunent Securities 9.69 8.53


ii) Corporate bonds I debentures 6.82 5.61
Total 16.51 14.14
Actuarial assun1gtions
Principal assumptions used for actuarial valuation are:-
Method used Projected Unit Credit Method
Discount rate 8.50%
Exoected rate of return on assets - Gratuitv 8.70%
Future salarv increase 6.50%
The esti1nates of future salary increases considered in actuarial Yaluation, take into account of inflation, seniority, promotion and other
relevant factors, such as supply and de1nand in the en1ployn1ent nmrket.

,,

II

421
20.2 Details of provision as required in Accounting Standard- 29, {Figures in brackets ()represents to as on 31.03.2013 }, are as under:
(~in crore)
Opening Balance Addition Paid I adjusted Closing
Provision for (as on 1st April of the during the during the year Balance
FY) year (3) 4 = (1+2-3)
(1) (2)

Post-RetircnlCnt Medical Scheme 9.50 2.75 0.50 l l.75


(8.33) (l.62) (0.45) (9.50)
Gratuity l.48 0.86 l.48 0.86
(0.64) (l.48) (0.64) (l.48)
Provision for superannuation benefit 0.15 0.00 0.08 O.QJ
(Pension) (6.60) (0.69) (7.14) (0.15)
Leave Encashmcnt 20.39 6.17 5.90 20.66
(17.74) (6.04) (3.39) (20.39)

Economic Rehabilitation Scheme for l.31 -0.05 0.02 l.24


employee (l.24) (0.08) (0.01) (l.31)

Bonus I Incentives I Base Line Compensation 27.00 10.41 19.19 18.22


(26.32) (19.50) (l 8.82) (27.00)

Baggage Allowances 0.08 O.QJ 0.00 0.09


(0.07) (0.01) (0.00) (0.08)
Service Award 3.71 0.74 0.4 l 4.04
(3.33) (0.38) (0.00) (3.71)

Inco1ne Tax 3,419.83 2,081.03 870.42 4,630.44


(2,000.83) (1547.63) (128.63) (3419.83)

Proposed Final Dividend 132.00 26.40 132.00 26.40


(132.00) (132.00) (132.00) (132.00)

Proposed Corporate Dividend Tax 22.43 4.49 22.43 4.49


(21.41) (22.43) (21.41) (22.43)

21 The Company has fonnulated a Corporate Social Responsibility & Sustainable Developn1cnt (CSR & SD) policy in line with the
guidelines issued by the Ministry of Heavy Industries and Public Enterprises (Department of Public Enterprises) frmn tin1e to time. As
per the CSR policy appro\'ed by the Co1npany in October 2013, a minimun1 of I% of the consolidated profit after tax of the pre\'ious
period will be allocated e\'cry financial year for CSR & SD Acti\'ities. Any unspent I unutilized CSR&SD allocation of_ a particular year
will be carried fonvard to the following years and will have to be spent within the next 2 financial years, failing which it \\'ould be
transferred to Sustainable De\'elopnient fund to be created separately.

As there is an obligation under the policy to spend the amount allocated for CSR & SD acti\'ities \Vithin a specified time, in line with AS
29, the.allocation for CSR & SD acti\'ities for the current year has been provided for by charging to profits; the CSR and SD reserves as
on 31.03.2013 mnounting to~ 18.85 crore have also been re\'ersed and provided for by charging to profits. As on 31.03.2014, the CSR
and SD provision stands at~ 32.33 crore after adjusting for the an1ount spent.

22 (i) During the year, the Company has sent leuers seeking confim1ation of balances as on 31.12.2013 to the borrowers and confirmation
from all the borrowers ha\'e been recei\'ed.

(ii) There are no unpaid I unclaimed bonds, interests on bonds and dividends, \\'hich are O\'er 7 years as on 31.03.2014 (previous period
~ Nil). Howe\'er, an amount of ~ 0.56 crore (previous year ~ 0.56 crore) remaining unpaid pending completion of transfer
formalities by the clai1nants.

23. The Capital Funds, Risk 'Veighted Assets and Capital Risk Adjusted Ratio (CRAR) of the Company are gi\'en hereunder:~

ltcnis As on 31.03.2014 As on 31.03.2013 FY


FY 2013-14 2012-13
Capital Fund - a. Tier I (~in crore) 25,641.72 22,163.36
i) - b. Tier II(~ in crore) 5,751.93 l,541.80
ii) Risk weighted assets (~in crore) 1,56,154.40 1,34,412.85
iii) CRAR 20.10% 17.64%
iv) CRAR- Tier I Capital 16.42% l6.49%
v) CRAR-Ticr 11 Capital 3.68% 1.15%

24. The Con1pany has no exposure to real estate sector as on 31.03.2014

12

422
25. The Company does not have more than one reportable segment in terms of Accounting Standard 17 on Segn1ent Reporting.
26. Previous period's figures have been re-grouped I re-arranged, wherever practicable to make the1n cmnparable.
27. Figures have been rounded off to the nearest crore of rupees with t\\'O decinmls.

13

423
FY 2012-13
Part- C
.
Other Notes on Accounts
1. The Company is a government company engaged in extending financial assistance to power sector.
2. Contingent liabilities:
(~in crore)
(a) S.No Pal'ticulars Amount as on Amount as on
31.03.2013 31.03.2012
1. Default guarantees issued in foreign currency - US $ 7 .54 1ni1lion
41.34 56.40
(as on 31.03.2012 US$ 10.94 million)
2. Guarantees issued in domestic currency 335.57 371.93
3. Clai1ns against the Company not acknowledged as debts 0.04 0.00
4. . Outstanding disbursement con11nitn1ents to the borro\vers by way 4,247.61 5,730.38
of Letter of Con1fort against loans sanctioned
Total 4,624.56 6,158.71

(b) Additional den1ands raised by the Incon1e Tax Deparhnent totaling to~ 55.93 crore (as on 31.03.2012 ~ 40.01
crore) of earlier years are OCing contested. Further, the Inco1ne Tax Departn1ent has filed appeals before ITAT
against the orders of CIT(A) allowing relief totaling to< 67.96 crore (as on 31.03.2012 < 65.03 crore ). The
same are being contested. The Management does not consider it necessary to make provision, as the probability
of.tax liability devolving on the Company is negligible.
3. Estimated amount of contract re1naining to be executed on account of capital contracts, not provided for, is Nil
crore (as on 31.03.2012 < 0.57 crore).
4. Additional de1nands raised by the Income Tax Department (net of relief granted by Appellate Authorities)
a1nounting to ( 31.24 crore for Asscss1nent Years 2001-02 to 2010-t l have been provided for and are being
contested by the Company.
5. In line \Vith circular No. 6 I 3 / 2001 - CL. V dated 18.04.2002 of the Governn1ent of India, then Ministry of
Law, Justice Company Affairs, and Department of Co1npany Affairs, the Company had been creating till FY
2011-12, Debenture Redemption Reserve (DRR) upto 50% of the value of, debentures issued through public
issue, over the 1naturity period of such debentures and no ORR.in case of privately placed debentures.

In recent circular no 11/02/2012-CL-V(A) dated l l.02.2013, MoCA (Ministry of Corporate Affairs) has
prescribed that adequacy of DRR will be 25% of the value of debentures issued through public issue and no
DRR is required in the case of privately placed debentures.

In this regard, the Co1npany has requested the MoCA for clarification, which is a\vaitcd. Pending receipt of
clarification, the Comoanv has created and maintained ORR in line \Vith the circular dated 18.04.2002.
6. Foreign currency actual outgo and earning:
((in crore)
S.No, Description FY ended 31.03.2013 FY ended 31.03.2012
A. Expenditure in foreign currency
i) Interest on loans from foreign institutions 187.78 159.37
ii) Financial & Other charges 74.88 l l.08
iii) Traveling Expenses 0.13 0.21
iv) Training Expenses 0.11 0.12
B, Earning in foreign currency Nil Nil
7.1 Related party disclosures:

Key nlai1agerial personnel:

Nan1e of the key manae:erial personnel

Shri Satnam Singh, CMD (with effect from 0 l.08.2008)


Shri M K Goel, Director (with effect from 27.07.2007)
Shri R. Nagaraian, Director (with effect from 31.07.2009)
Shri A K Agarwal, Director (with effect from 13.07.2012)

·· .. '

424
Managerial remuneration:
(~in crore)
Chairn1an & ~Ianaging Director Other Directors

For FY ended For FY ended For FY ended For FY ended


31.03.2013 31.03.2012 31.03.2013 31.03.2012
Salaries and allo\vances 0.51 0.42 1.00 0.93
Contribution to provident fund 0.04 0.02 0.09 0.05
and other \Velfare fund
Other nerquisites I pay1nents 0.09 0.13 0.24 0.39
Total 0.64 0.57 1.33 1.37
In addition to the above perquisites, the Chainnan & Managing Director and other Directors have been allowed
to use staff car including private journey up to a ceiling of 1,000 kms per month on pay1nent of~ 2,0001- per
month(< 780/- per month till 20.01.2013).

7.2 Investment in share capital of co1npanies incorporated in India as subsidiaries I joint venture co1npanies
including companies pron1oted as Special Purpose Vehicles (SPV) for ultra-1nega po\ver projects are given
below:-
Date of No. of shares % of Amount
SL Name of the con1panies inyestn1ent subscribed o\vnership (<In crore)
A Subsidial'\' Comoanv (i)
1. PFC Consulting Limited 09.04.2008 50,000 I00% 0.05
2.(a) PFC Green Energy Limited (Equity 29.07.2011 50,000 IOO% 25.99
Shares) (ii) 08.12.2011 44,50,000
29.03.2012 4,90,000
21.03.2013 2, l 0,00,000
(b) PFC Green Energy Lin1ited (Preference 21.03.2013 8,40,00,000 100% 84.00
Shares) (ii)
3. PFC Capital Advisory Services Ltd (iii) 01.09.2011 1,00,000 100% 0.10
4 Po':"er Equity Capital Advisors (Private) 15.04.2008 15,000 IOO% 0.05
Lin1ited (iv) 11.10.2011 35,000
Sub-Total (A) 11,01,90,000 110.19

B Subsidiary Con1panies pron1oted as SPVs for Ultra ~Iega Po\ver Projects


l. Coastal Maharashtra Mega Power
05.09.2006 50,000 100% 0.05
Li1nited
2. Orissa Integrated Power Lin1itcd 05.09.2006 50,000 100% 0.05
3. Coastal Karnataka Power Li1nited 14.09.2006 50,000 IOO% 0.05
4. Coastal Tamil Nadu Power Limited 31.01.2007 50,000 I00% 0.05
5. Chhattisgarh Surguja Power Lin1ited 31.03.2008 50,000 IOO% 0.05
6. Sakhigopal Integrated Power Li1nited 27.01.2010 50,000 IOO% 0.05
7. Ghogarpalli Integrated Power Li1nited 27.01.2010 50,000 100% 0.05
8. Tatiya Andhra Mega Power Limited 27.01.2010 50,000 100% 0.05
9. Deoghar Mega Po\vcr Litnited 30.07.2012 50,000 IOO% 0.05
Sub-Total (B) 4,50,000 0.45
c Joint Yenture Companies (i)
1 National Power Exchange Li1nited (v) 18.12.2008 8,33,000 16.66% 0.83
03.09.2010 13,54,015 l.36
2. Energy Efficiency Services Limited (vi) 21.0l.20IO 6,25,000 25% 0.63
26.03.2013 2,18,75,000 21.87
Sub-Total (C) 2,46,87,015 24.69
TOTAL (A)+ (B) + (C) 13,53,27,015 135.33

(i) The financial statcn1cnts arc consolidated as per Accounting Standard 21 - Consolidated Financial
Statements, Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures and Accounting
Standard - 23 Accounting For Investtnent in Associates in Consolidated Financia~ State1ncnts.

(ii) PFC Green Energy Ltd. (PFCGEL) \Vas incorporated on 30.03.2011 as a wholly o\vned subsidiary of the
Co1npany to extend finance and financial services to rene\vable and non-conventional sources of energy.
The authorized share capital of PFCGEL is~ 1200.00 crores consisting of 100 crore equity shares of~
10/- each and 20 crore preference shares of~ 10/- each. The paid-up share capital of the con1pany as on
March 3P\ 2013 is~ 109.99 crore consisting~ 25.99 crore of equity share capital (Face value - ~ 10/-

425
each) and ~ 84.00 crore of preference share capital (Face value - ~ 101- each). The certificate of
commencement of business has been received on 30.07.2011. The con1pany received its certificate of
registration (CoR) to function as Non- Banking Financial Con1pany (NBFC) on October 01, 2012. The
corilpany has started its comn1ercial operation during FY 2012-13.

(iii) PFC Capital Advisory Services Linllted (PFCCAS) was incorporated on 18.07.2011 as a \Vholly owned
subsidiary of the Co1npany for providing debt syndication in the areas of power, energy, infrastn1cture and
other industries. The authorized share capital of PFCCAS is~ 1.00 crore and paid up share capital of the
con1pany is~ 0.10 crore The certificate of co1nmence1ncnt of business has been received on 02.09.2011.
The company started its co1n1nercial operation during FY 2011-12.

(iv) Po\ver Equity Capital Advisors (Private) Li1nited (PECAP), has becon1e wholly o\vned subsidiary of the
Company on 11.10.2011 after the Company acquired, at par, the re1naining 70% ownership from the
erstwhile individual o\vners.

(v) National Power Exchange Li1nited (NPEL) have been jointly pron1oted by Power Finance Corporation
Limited (PFC), NTPC Limited, NHPC Liinited and Tata Consultancy Services Limited (TCS) for carrying
out the business of providing a platform for trading of power through an organized exchange. NPEL has
not co1n1nenced its operation.

(vi) Energy Efficiency Services Lin1ited (EESL) has been jointly promoted. by PFC, NTPC, PGCIL and Rural
Electrification Corporation Limited (REC) \Vith equal participation in equity capital for imple1nenting
energy efficiency projects. Further, the Co1npany has paid< 24.375 crore ((' 10.75 crore on 31.12.2010
and ~ 13.63 crore on 27.01.2011) towards additional subscription to equity shares. EESL has allotted
equity shares ainounting to< 21.875 crore on 26.03.2013 and refunded~ 2.50 crore.
7.3 The Company's share of assets, liabilities, contingent liabilities and capital commitn1ent as on 31.03.2013 and
inco1nc and expenses for the period in respect of joint venture entities based on audited accounts arc given
belo\V:
(<in crore)
SL Particulars As at 31.03.2013 As at 31.03.2012
NPEL EESIJ Total NPEL EESL Total
Ownership(%) 16.66 25.00 16.66 25
A Assets
- Non-Current Assets 0.00 0.25 0.25 0.01 0.09 0.10
- Current assets l.35 29.12 30.47 1.45 31.08 32.53
Total 1.35 29.37 30.72 1.46 31.17 32.63
B Liabilities
- Non-Current liabilities - 0.02 0.02 - 0.00 0.00
- Current Liabilities 0.23 3.47 3.70 0.04 4.37 4.41
Total 0.23 3.49 3,72 0.04 4.37 4.41

c Contingent liabilities 0.00 0.00 0.00 0.01 0.00 0.01

D Capital commitJnents - - - - - -
Durin2 the FY ended 31.03.2013 Durinu the FY ended 31.03.2012
E Income 0.12 I 3.63 3.75 0.12 3.17 3.29
F Expenses 0.41 I 1.28 1.69 0.34 I 1.17 1.51

.
- ..

3.

426
7.4 The details of amount recoverable (including interest thereon) fro1n the respective subsidiaries are given bclo\v:
(~in crore)
Amount as Amount as l'vlaximum I\1aximum
Name of the Subsidiary Con1panies on on during FY During FY
31.03.2013 31.03.2012 2012-13 2011-12
Coastal Maharashtra Mega Po\ver Limited 7.00 5.72 7.00 5.72
Orissa Integrated Power Limited 90.31 73.21 90.31 73.21
Coastal Karnataka Po\ver Limited 2.80 2.40 2.80 2.40
Coastal Tamil Nadu Po\ver Ltd. 40.41 29.75 40.41 29.75
Chhattisgarh Surguja Po\ver Limited 60.50 50.85 60.50 50.85
Sakhigopal Integrated Po\Ver Co1npany Limited 3.26 1.16 3.26 l.16
Ghogarpalli Integrated Po\ver Con1pany Li1nited 2.89 0.90 2.89 0.90
Tatiya Andhra Mega Power Lin1ited 9.84 7.71 9.84 7.71
Deoghar Mega Power Ltd 2.43 0.00 2.43 0.00
PFC Green Energy Ltd. 0.00 0.05 0.00 2.25
PFC Capital Advisory Services Li1nited 0.10 0.01 0.10 0.04
Total 219.54 171.76 219.54 173.99

7.5 The details of a1nounts payable to subsidiaries (including interest) in respect of atnounts contributed by po\ver
procurers an_d other amounts payable are given below:
(Zin crore)
Amount as An1ount as Maxin1un1 1\rlaxhnum
Nan1e of the subsidiary con1panies on on during FY During FY
31.03.2013 31.03.2012 2012-13 2011-12
PFC Consulting Limited (PFCCL) * 3.54 3.09 3.54 3.14
PFC Green Energv Ltd. 0.03 0.00 (0.05) 0.00
Coastal Maharashtra Mega Power Limited 52.97 49.39 52.97 49.39
Orissa Integrated Po\ver Limited 62.57 57.49 62.57 57.49
Coastal Tan1il Nadu Power Limited 58.92 54.35 58.92 54.35
Chhattisgarh Surguja Power Limited 56.17 51.08 56.17 51.08
Sakhigopal Integrated Power Con1pany Limited 20.69 19.23 20.69 19.23
Ghogarpalli Inte2.rated Po\ver Companv Lin1ited 19.27 17.91 19.27 17.91
Tatiya Andhra Mega Po\ver Limited 25.02 23.02 25.02 23.02
Total 299.18 275.56 299.10 275.61
7.6 (i) Investment in "Sn1all is Beautiful" Fund: -

The Co1npany has outstanding investtnent of Z 7.68 crore (as on 31.03.2012 Z 7.83 crore) in units of Small is
Beautiful Fund. The face value of the Fund is Z 10 per unit. The NAV as on 31.03.2012 was Z 10.33 per unit
and as on 31.03.2013 is Z 9.77 per unit. As investment in Sn1all is Beautiful Fund is long term investlnent, the
fluctuation in NAVin the current scenario is considered as ten1porary.

(ii) Investment in equity (unquoted) in Power Exchange India Lin1itcd:-

Po\ver Exchange India Ltd. (PXIL) has been pro1noted by National Stock Exchange (NSE) and National
Con1modity and Derivatives Exchange Lin1ited (NCDEX). The authorized share capital is Z I 00 crore consisting
of 80 crore equity shares of Z 10/- each and 20 crore preference shares of Z 10/- each as on 31.03.2013. The paid
up equity share capital of PXIL is~ 46.05 crore, as on 31.03.2013. The Co1npany has subscribed~ 2.80 crore of
the paid up capital of PXIL.
8. Interest Differential Fund (IDF) - KF\V

The agree1nent bet\veen KF\V and PFC provides that the IDF belongs to the borrowers solely and will be used to
cover the exchange risk variations under this loan and any excess \Vill be used in accordance with the agrcen1ent.
The balance in the IDF fund has been kept under separate account head titled as Interest Differential Fund -
KF\Vand sho\vn as a liability. The total fund accumulated as on 31.03.2013 is~ 54.73 crore (as on 31.03.2012 Z
52.0lcrore), after transferring exchange difference of~ 15.21 crore (as on 31.03.2012 ~ 15.66 crore).

427
9. Foreign currency liabilities not hedged by a derivative instrument or otherwise:-

Amount (in millions)


Liabilities in Foreign Currencies
31.03.2013 31.03.2012
USD 805.90 392.49
EURO 22.80 24.73
JPY 41,643.20 41,643.20

10. (a) Asset under finance lease after 01.04.2001:

(i) The gross investinent in the leased assets and the present value of the mini1num value receivable at the
balance sheet date and the value of unearned financial inco1ne arc given in the table belo\V:

The future lease rentals are given bclo\V:-


(<in crore)
As on As on
Particulars
31.03.2013 31.03.2012
Total of future minin1um lease oayments (Gross Investtnents) 500.33 571.09
Present value of lease payments 285.07 326.58
Unearned finance income 215.26 244.51
Maturity profile of total of future nlinimun1 lease payments (Gross Investn1ent)
Not later than one year 70.77 70.77
Later than one year and not later than 5 years 127.55 172.61
Later than five years 302.01 327.71
Total 500.33 571.09
Break up of present vall!e of lease payments
Not later than one year 45.93 41.51
Later than one year and not later than 5 years 53.44 90.75
Later than five years 185.70 194.32
Total 285.07 326.58

(ii) The Company had sanctioned an amount of ( 88.90 crore in the year 2004 as finance lease for financing
\Vind turbine generator (co1n1nissioned on 19.07.2004). The sanction \Vas reduced to ( 88.85 crore in
December 2006. The gross investtnent stood at the level of ( 18.11 crore as on 31.03.2013. The lease rent
is to be recovered \Vithin a period of 15 Years, starting fron1 19.07.2004, which con1prises of 10 years as a
primary period and 5 years as a secondary period.

(iii) The Co1npany had sanctioned an amount of ( 98.44 crore in the year 2004 as finance lease for financing
wind turbine generator (co1nmissioned on 18.5.2004). The gross invest1nent stood at ( 17.42 crore as on
31.03.2013. The lease rent is to be recovered within a period of 20 years, starting fron1 18.05.2004, \Vhich
coin prises of 10 years as a pri1nary period and a maximun1 of another 10 years as a secondary period.

(iv) The Company had sanctioned an amount of ( 93.51 crore in the year 2004 as finance lease for financing
\Vind turbine generator (con1n1issioned on 09.06.2005). The gross investn1ent stood at ( 34.28 crore as on
31.03.2013. The lease rent is to be recovered \Vithin a period of 19 years 11 months, starting fro1n
09.06.2005, which co1nprises of JO years as a primary period and a maximun1 of9 years and 11 1nonths as
a secondary period.

(v) The Co1npany had sanctioned an amount of ( 228.94 crore in the year 2008 as finance lease for financing
wind turbine generator (comnlissioned on 18.05.2011). The gross investn1ent stood at~ 430.52 crore as on
31.03.2013. The lease rent is to be recovered within a period of25 years, starting fro1n 01.01.2012, which
comprises of 18 years as a pri1nary period and a 1naxitnu1n of? years as a secondary period.

b) Operating Lease:

The Co1npany's operating leases consists:-

Premises for offices and for residential use of en1ployees are lease arrangen1ents, and are usually renewable on
1nutually agreed terms, and are cancellable. Rent for residential accommodation of e1nployees include ~ 3.84
crore (during FY ended 31.03.2012 ( 6.55 crore) to\vards lease payments, net of recoveries in respect of
pre1nises for residential use of employees. Lease pay1nents in respect of prc1nises for en1ployees are shown as
rent for residential acco1n1nodation of employees in Note Part A 16 - Employee Benefit Expenses. Lease
payments in respect of pren1ises for offices are shown as office rent in Note Part A 17 - Other Expenses.

428
I l. Subsidy under Accelerated Generation & Supply Prognunme (AG&SP):

(i) The Co1npany claimed subsidy from Govt. of India at net present value calculated at indicative interest
rates in accordance with the GOI's letter vidc D.O.No.32024 I l7 /97 - PFC dated 23.09.1997 and
O.M.No.32024 I 23 I 2001 - PFC dated 07.03.2003, irrespective of the actual repayment schedule,
1noratorium period and duration of repay1nent. The a1nount of interest subsidy received and to be passed
on to the borrower is retained as Interest Subsidy Fund Account. The in1pact of difference between the
indicative rate and period considered at the time of clai1ns and at the ti1ne of actual disbursen1ent can be
ascertained only after the end of the respective schemes. 1-lo,vevcr on the basis of the projections n1adc for
each project (based upon certain assu1nptions that these \vould ren1ain sa1ne over the projected period of
each loan I project), the Company estin1ated the net excess a1nount of~ 5.69 crore and~ 68.30 crore as at
31.03.2013 for IX and X Plan, respectively under AG&SP schen1es, and there is no shortfall. This net
excess amount is \Vorked out on overall basis and not on individual basis and 1nay vary due to change in
assu1nptions, if any, during the projected period such as changes in 1noratorium period, rcpay1nent period,
loan restructuring, prc-pay1nent, interest rate reset etc. Any excess I shortfall in the interest subsidy fund
will be refunded or adiusted I charged off on comnletion of the rcsrv>ctive scheme.
(ii) The ha.lance under the head Interest Subsidy Fund sho\vn as liability, represents the amount of subsidy
received from Ministry of Power, Govt. of India \Vhich is to be passed on to the borro\vers against their
interest liability arising in future, under Accelerated Generation & Supply Progra1nn1e (AG&SP), \Vhich
co1nprises of the follo\ving : -
(~in crore)
As on As on
Particulars
31.03.2013 31.03.2012
Opening balance of Interest Subsidy Fund 376.21 451.87
Add : - ~eceived during the period -- --
: - Interest credited during the period 18.99 36.0l
: - Refund by the borrower due to non - co1nn1issioning of project in time -- 17.65
Less: Interest subsidy passed on to borro\vers 49.42 77.67
Refunded to MoP:
(a) Estin1ated net excess against IX Plan -- 34.00
(b) Due to non- commissioning of Project in ti1ne -- 17.65
(c) Esti1nated net excess against X Plan 200.00
Closing balance of interest subsidy fund 145.78 376.21
12. The Con1pany had exercised the option under para 46A of the amended AS-11 'The Effects of Changes in
Foreign Exchange Rates' to amortize the exchange differences on the long term foreign currency 1nonetary iten1s
over their tenure. Consequently, as on 31.03.2013, ~ 477.97 crore (as on 31.03.2012 ~ 515.41 crore) has been
carried forward in the Foreign Currency Monetary Ite1n Translation Difference Account (FCMITDA) and shown
on the asset side of the balance sheet, as a separate line ite1n.

As per the recent announce1nent dated 30.03.2013 of the ICAI, the debit or credit balance in FCMITDA should
be shown on the "Equity and Liabilities" side of the balance sheet under the head "Reserve and Surplus", as a
separate line item.

The Company has requested (vide letter dated 09.05.2013) for clarification fro1n the Govern1nent of India,
Ministry of Corporate Affairs (MoCA) on the applicability of ICAI announcen1cnt. The clarification is awaited.

Pending receipt of clarification fro1n the MoCA, the FCMITDA is continued to be sho\vn on the asset side of the
balance sheet, as a separate line item, in line \Vith presentation made in previous year.

Refer footnote I of NOTE - Part A-2 (Reserves & Surplus) of Regrouped Accounts.
13. (i) The Con1pany has been designated as the Nodal Agency for operationalisation and associated service for
implementation of the Re-structured Accelerated Po\\'er Development and Reforms Programrnc (R -
APDRP) during XI Plan by the Ministry of Po\ver, Govem1nent of India (GOI) under its overall guidance.

Projects under the scheme are being taken up in t\vo parts. Part - A includes the projects for establish1nent
of baseline data and IT applications for energy accounting as well as IT based customer care centers. Part -
B includes regular distribution strengthening projects. Gal provides l 00% loan for Part A and up to 25% (up
to 90% for special category States) loan for Part - B. Balance funds for Part - B projects can be raised by
the utilities fron1 PFC I REC I 1nulti-lateral institutions and I or O\Vll resources. The loans under Part - A
alongwith interest thereon is convertible into grant as per R - APDRP guidelines. Sin1ilarly, upto 50% (up to
90% for special category states) of the loan against Part -B project \vould be convertible in to grant as per R
- APDRP guidelines. Enabling activities of the programe are covered under Part -C.

The loans under R - APDRP are routed through the Co1npany for disbursen1ent to the eligible utilities. The
a1nount so disbursed but not converted in to grants as per R - APDRP guidelines will be repaid along with
interest to the Gol on receipt fro1n the borrowers.
6

429
The details arc furnished belo\v :
(~in crore)
Amount recoverable Amount payable to GOI
from borrowers & R - APDRP Fund {Interest earned on Fixed
Particulars payable to GOI Deposit)

As at As at As at As at As at As at
31.03.2013 31.03.2012 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Opening balance 5,502.88 3,902.88 0.00 0.00 11.09 6.88


Additions during the
year 1,217.45 1,600.00 1,217.45 1,600.00 1.03 4.17
Disbursements I
refunds I changes
during the year 25.70 -·- 1,217.45 1,600.00 11.93 ---
Total 6,694.63 5,502.88 0.00 0.00 0.19 11.05
Interest accrued but
not due 1,327.94 775.24 0.00 --- 0.06 0.04
Closing balance 8,022.57 6,278.12 0.00 0.00 0.25 11.09

(ii) M on 31.03.2013, the total an1ount of nodal agency fee and rein1bursen1ent of expenditure received I
receivable by PFC has been as under:-
(~in crore)
During the FY During the FY Cun1ulatiYc up-to
ended 31.03.2013 ended 31.03.2012 31.03.2013 31.03.2012
Nodal agency fee* 16.52 39.15 145.29 128.77
Reimburse1ncnt of expenditure 21.81 22.66 83.67 61.86
Total 38.33 61.81 228.96 190.63
*Exclusive of Service Tax

(iii) As per Office Memorandum No. 14 / 03 / 2008 -APDRP dated 20ili August, 2010 of the MoP, Gal, the
total an1ount receivable against the nodal agency fee plus the reilnburscn1ent of actual expenditure \Vill
not exceed < 850 crore or 1.7 % of the likely outlay under Part A & B of R - APDRP, \Vhichever is
less.
14. The net deferred tax liabilities of< 219.79 crorc (as on 31.03.2012 < 87.43 crore) have been computed as per
Accounting Standard 22 Accounting for Taxes on fucon1e.

The breakup of deferred tax liabilities is given bclo\v: -


(<in crore)
Description As on 31.03.2013 As on 31.03.2012
(a) Deferred Tax Asset (+)
(i) Provision for expenses not deductible under Incon1e Tax Act 7.82 16.49
(b) Deferred Tax Liabilities(-)
(i) Depreciation -1.04 -0.96
(ii) Lease income on new leases -95.00 -IO 1.58
(iii) An1ortization -1.29 -l.38
(iv) Una1nortized Exchange Loss (Net) -130.28 0.00
Net Deferred Tax liabilities (-)/Assets(+) -219.79 -87.43
15. In compliance \Vith Accounting Standard - 20 on Earning Per Share issued by the Institute of Chartered
Accountants of India, the calculation of Earning Per Share (basic and diluted) is as under:-
FY ended FY ended
Particulars
31.03.2013 31.03.2012
Net Profit after tax used as numerator(< in crore) 4,419.60 3,031.74
\Vcighted average nu1nber of equity shares used as deno1ninator (basic) 131,99,82,855 129,50,00,707
\Veighted average number of equity shares used as denominator (diluted) 131,99,90,939 129,50,00,707
Earning per share (basic & diluted) C') 33.48 23.41
Face value per share(<') IQ IO

16. The Co1npany has no outstanding liability to\vards Micro, S1nall and Medium enterprises.

430
\

17. Leasehold land is not an1ortized, as it is a perpetual lease.


18. Liabilities and assets denominated in foreign currency have generally been translated at TI selling rate of SBI at
"ear end as given belo\v: -
S.No. Exchange Rates 31.03.2013 31.03.2012
I USD/ INR 54.80 51.5300
2 JPY /INR 0.5847 0.6318
3 EURO/INR 70.28 69.0500
In-case of specific provision in the loan agreement for a rate other than SBI TI selling rate, the rate has been
taken as prescribed in the respective loan agreen1ent.

19.1 The Con1pany has made the public issue of 69,97 ,468 tax free bonds (secured) tranche - I at the face value of
~ 1,000 each during the current financial year and has mobilized ~ 699.75 crore. The security has been
created on 03-Jan-2013 and bonds have been allotted on 04-Jan-2013. The bonds have been listed in the BSE
on 10-Jan-2013. The proceeds of the bond issue have been utilized for the purpose mentioned in the offer
docun1ent.
19.2 The Company has made public issue of 16,53,680 tax free bonds (secured) tranche - IT at the face value of~
1,000 each during the current financial year and has 1nobilized ~ 165.37 crore. The Bonds have been allotted on
28-Mar-2013 and have been listed in the BSE on 03-April-2013. The security has been created in April 2013. As
on 31.03.2013, the proceeds of the bond issue were in Public Issue Account of the escro\V collection banker.
Subsequent to listing and security creation, the bonds issue proceeds have been transferred in April 2013 by the
escrow collection banker to the regular current account of the Company and the Co1npany has utilized the
proceeds in April 2013 for the purpose 1nentioned in the offer docu1nent.

20. Disclosures as per Accounting Standard -15 :-

A. Provident fund
The Company pays fixed contribution to provident fund at prescribed rates to a separate trust, which invests
the funds in pennitted securities. The contribution to the fund for the period is recognized as expense and is
charged to the statement of profit and loss account. The obligation of the Company is to make such fixed
contribution and to ensure a 1niniinum rate of return to the 1ne1nbers as specified by Gol. Any short fall for
pay1nent of interest to 1n.e1nbers as per specified rate of return has to be co1npcnsated by the Co1npany. The
Con1pany estimates that no liability will take place in this regard in the near future and hence no further
provision is considered necessary.

B. Gratuity
The Co1npany has a defined gratuity schcn1e and is managed by a separate trust. The provision for the smne
has been n1ade on actuarial valuation based upon total nun1ber of years of service rendered by the cn1ployee
subject to a nuiximum amount of ( I 0 lakh.

C. Pension
The Co1npany has a defined contribution pension schen1c introduced in line \Vith guidelines of the
Depart1nent of Public Enterprise (DPE) and is managed by a separate trust. E1nploycr contribution to the fund
has been contributed on monthly basis. Pension is payable to the employee of the corporation as per the
scheme.

D. Post Retiren1ent Medical Sche1ne (PRMS)


The Company has Post-Retire1nent Medical Scheme (PRMS), under \Vhich retired c1npJoyees and their
dependent fan1ily member are provided \vith 1nedical facilities in empanelled hospitals. They can also avail
rein1burscment of out-patient treatment subject to a Ceiling fixed by the Cotnpany.

E. Terminal Benefits
Terminal benefits include settlen1ent in home town for cn1ployees & their dependents.

F. Leave
The Company provides for earned leave benefit and half-pay leave to the credit of the employees, which
accrue on half yearly basis @ 15 days and 10 days, respectively. Maximu1n of 300 days of earned leave can
be accu1nulated during the service of an employee \Vhich can be availed or encashed. There is no limit in
accu1nulation of half pay leave during the service. However, at the ti1ne of separation I superannuation, half
pay leave and earned leave can be encashed subject to li1nit of 300 days. The liabiJity for the sa1ne is
recognized, based on actuarial valuation.

The above 1nentioned schemes (D, E and F) arc unfunded and are recognized on the basis of actuarial valuation.
The stunmarised position of various defined benefits recognized in the staten1ent of profit and loss account,
balance sheet are as under {Figures in brackets ()represents to as on 31.03.2012}

431
i) ExQ£nses recognised in State1nent of Profit and Loss Account
(~in crore)
Gratuity PRi"1S Leave
Current service cost l.18 0.36 1.89
(0.99) (0.29) (1.57)
Interest cost on benefit obligation l.12 0.67 1.42
(1.08) (0.61) (1.31)
Expected return on plan assets -1.22 0.00 0.00
(-0.94) (0.00) (0.00)
Net actuarial (gain) I loss recognised in the year 0.40 0.46 2.37
(-0.49) ( 0.60) (0.46)
Expenses recognised in Statement of Profit & Loss *1.48 1.49 *5.68
Account (0.64) (l.50) (3.34)
(*) Includes< 0.13 crore (as on 31.03.2012 < 0.13 crore) and< 0.58 crore (as on 31.03.2012 < 0.30 crore) and <
0.04 crore (as on 31.03.2012 f 0.13 crore) for gratuity, leave and PRMS respectively allocated to
subsidiary co1npanies.
ii) The amount recognized in the Balance Sheet
(~in crore)
Gratuity PRi"1S I~eaYe
Present value of obligation as at 3 l.03.2013 (i) 16.16 9.50 20.39
(14.03) (8.33) (17.74)
Fair value of plan assets at 31.03.2013 (ii) 14.67 0.00 0.00
(12.95) (0.00) (0.00)
Difference (ii) - (i) -1.48 -9.50 -20.39
(-1.08) (·8.33) (-17.74)
Net asset I (liability) recognized in the Balance Sheet -1.48 -9.50 -20.39
(-1.08) (-8.33) (-17.74)

iii) Changes in the gresent value of the dCfined benefit obligations


c< in crore)
Gratuity PRMS LeaYe
Present value of obligation as at 01.04-.2012 14.03 8.33 17.74
(12.69) (7.13) (15.47)
Interest cost 1.12 0.67 1.42
(1.08) (0.61) (1.31)
Current service cost l.18 0.36 1.89
(0.99) (0.29) (1.57)
Benefits paid -0.62 -0.32 -3.03
(-0.40) (-0.30) (·l.07)
Net actuarial (gain)/loss on obligation 0.45 0.46 2.37
(-0.33) (0.60) (0.46)
Present value of the defined benefit obligation as at 16.16 9.50 20.39
31.03.2013 (14.03) (8.33) (17.74)

iv) Changes in the fair value of Qian assets


(<in crore)
Gratuity PRMS Leave
Fair value of plan assets as at 01.04.2012 14.03 0.00 0.00
(l 0.57) (0.00) (0.00)
Ex~cted return on plan assets 1.22 0.00 0.00
(0.94) (0.00) (0.00)
Contributions by en1ployer 0.00 0.00 0.00
( 1.68) (0.00) (0.00)
Benefit paid -0.62 0.00 0.00
(-0.40) (0.00) (0.00)
Actuarial gain I (loss) 0.04 0.00 0.00
(0.16) (0.00) (0.00)
Fair value of plan assets as at 3 l.03.2013 14.67 0.00 0.00
(12.95) (0.00) (0.00)

v) One percent increase I decrease in the inflation rate would impact liability for incdical cost of PRMS, as
under:-
Cost increase by t % <
2.09 crore
Cost decrease bv l % <
~ 1.3 l crore

432
vi) During the period, the Co1npany has provided liability to\vards contribution to the Gratuity Trust off 1.48
crore, to PRMS of ( l.62 crorc, to leave {- 6.04 crore and to pension ( 0.69 crore (during the FY ended
31.03.2012 towards contribution to the Gratuity Tn1st of ( 0.64 crore, to PRMS off 1.50 crore, to leave f
3.34 crore and to pension ( 2.54 crore).

G. Other Em[1loyee Benefits:-


During the period, provision off 0.08 crorc (during the FY ended 31.03.2012 f-0.01 crore) has been n1ade
for Economic Rehabilitation Scheme for E1nployees and provision off 0.37 crore has been made for Long
Service A\vard for Employees (during the FY ended 31.03.2012 f 0.58 crore) on the basis of-actuarial
valuation n1ade at the end of the year by charging I crediting the staten1ent of profit and loss account.

H. Details of the Plan Asset:-

The details of the plan assets at cost, as on 3 l.03.2013 are as follo\vs:-


~in crore)
SL Particulars FY ended 31.03.2013 FY ended 31.03.2012
i) Govern1nent Securities 8.53 7.83
ii) Corporate bonds I debentures 5.61 5.12
Total 14.14 12.95

I. Actuarial assumgtions

Principal assumptions used for actuarial valuation are:-


Method used Prolected Unit Credit Method
Discount rate 8.00%
Expected rate of return on assets - Gratuity 8.70%
Future salary increase 6.00%
The esti1nates of future salary increases considered in actuarial valuation, take into account of inflation,
seniority, promotion and other relevant factors, such as supply and demand in the c1nployment 1narket.

21.1 Details of provision as required in Accounting Standard - 29, {Figures in brackets ()represents to as on
31.03.2012), are as under:
(fin crore)
Opening Balance Addition Paid I adjusted Closing
Provision for (as on 1st April dul'ingthe dul'ing the Balance
of the FY) period period 4 = (1+2-3)
(I) (2) (3)
Post-Retirement Medical Scheme 8.33 1.62 0.45 9.50
(7.13) (1.50) (0.30) (8.33)
Gratuity 0.64 1.48 0.64 1.48
(l.72) (0.64) (1.72) (0.64)
Pension 6.60 0.69 7.14 0.15
(4.06) (2.54) (0.00) (6.60)
Leave Encasluncnt 17.74 6.04 3.39 20.39
(15.47) (3.34) ( 1.07) (17.74)

Economic Rehabilitation Scheme for 1.24 0.08 0.01 1.31


employee ( 1.26) (-0.01) (0.01) (1.24)
Bonus I Incentives I Base Linc 26.32 19.50 18.82 27.00
Compensation (24.52) (17.73) (15.93) (26.32)
Baggage Allo\vances 0.07 0.01 0.00 0.08
(0.05) (0.02) (0.00) (0.07)
Service Award 3.33 0.38 0.00 3.71
(2.75) (0.58) (0.00) (3.33)
Inco1ne Tax 2,000.83 1,547.63 128.63 3,419.83
(2,215.13) (1,075.78) (1,290.08) (2,000.83)
FBT 0.00 0.00 0.00 0.00
(0.80) 0.00 (0.80) (0.00)
Proposed Final Dividend 132.00 132.00 132.00 132.00
(197.99) (132.00) (197.99) (132.00)
Proposed Corporate Dividend Tax 21.41 22.43 21.41 22.43
(32.12) (21.41) (32.12) (21.41)

10

433
21.2 The Co1npany has formulated a Corporate Social Responsibility (CSR) policy in line with the guidelines issued
by the Ministry of Heavy Industries and Public Enterprises (DepartTnent of Public Enterprises) vide Office
Memorandum F.No.15(3)/2007 -DPE(GM)-GL-99 dnted 09.04.2010.

As per the CSR policy of the Company, a 1nininnun of 0.5o/o of the consolidated profit after tax of the previous
year \Vill be allocated every financial year for CSR Activities, and Con1pany was creating CSR provision for this
purpose up to FY 2011-12.

Now, the Expert Advisory Comtnittee of the Institute of Chartered Accountants of India (!CAI) has given
opinion that unspent expenditure on CSR activities should not be recognized as provision, but a reserve 1nay be
created as an appropriation of profits.

Accordingly, CSR provision of Z 16.39 crore (amount unspent as at 01.04.2012) has been reversed to the credit
of the staten1ent of profit & loss through prior period account, and CSR reserve of Z 18.36 crorc has been created
as appropriation of profit, the details of which are as under:
(Zin crore)
CSR Reserve An1ount
Opening balance 0.00
Add: Appropriation on account of un-spent a1nount as on 31.03.2012 16.39
Less: Amount spent during the year against CSR allocation of earlier years 9.30
Add : Appropriation during the year on account of un-spent a1nount (CSR allocation of~
I l.27
15.29 crore less amount spent Z 4.02 crore)
Closing Balance as on 31.03.2013 18.36

21.3 The Con1pany has formulated a Sustainable Developn1ent (SD) policy in line with the guidelines issued by the
Ministry of Heavy Industries and Public Enterprises (Dcparhnent of Public Enterprises) vi de Office
Memorandum No.3(9)12010 -DPE(MoU) dated 23.09.201 l.

As per the SD policy approved by the Company, a 1ninimu1n of ~ 50 lakh plus 0.1 % of profit after tax
(consolidated) exceeding Z 100 crore of the previous year will be allocated Cvery financial year for SD Projects/
Activities. The unsnrnt amount of Z 0.49 crore has been appropriated fro1n profits as SD reserve.
22. Board of Directors in its nleeting held on 09.11.2012 amended the prudential norms of the Co1npany, subject to
approval of Ministry of Power, and accorded approval to create provision on standard assets in phases with
effect from FY 2012-13 in 3 year period (i.e. 0.0833% p.a.), in order to bring it to 0.25% by 31.03.2015.

Accordingly, the Co1npany has an1ended the accounting policy to this effect and has n1adc provision of~ 132.79
cro.re for the FY ended 3 l.03.2013.

If the company had follo\ved the earlier policy, the net profit for the FY ended '.31.03.2013 would have been
higher by '1' 132.79 crore (net of taxes).

The approval for the change in prudential norms by the Ministry of Po\ver, Government of India is under
process.

23. (i) During the year, the Cotnpany has sent letters seeking confirn1ation of balances as on 31.12.2012 to the
borrowers and confinnation from all, except fro1n hvo borro\vers, have been received.

(ii) There are no unpaid I unclaiined bonds, interests on bonds and dividends, which are over 7 years as on
31.03.2013 (previous period Z Nil). However, an an1ount of~ 0.56 crore (previous year Z_ 0.47 crore)
remaining unpaid pending completion of transfer formalities by the claimants.

24. The Capital Funds, Risk \Veighted Assets and Capital Risk Adjusted Ratio (CRAR) of the Con1pany are given
hereunder:-

Iten1s FY 2012-13 FY 2011-12


Capital Fund - a. Tier I (Zin crore) 22,641.33 19,544.65
i)
- b. Tier II(~ in crore) 1,541.80 1,158.61
ii) Risk \Veighted assets (Zin crore) 1,34,522.65 1,27,066.12
iii) CRAR 17.98% 16.29%
iv) CRAR - Tier I Capital 16.83% 15.38%
v) CRAR - Tier II Capital 1.15% 0.91%

25. The Co1npany has no exposure to real estate sector as on 31.03.2013.

11

434
26. The Company does not have 1nore than one reportable segment in tcnns of Accounting Standard 17 on Segment
Rcoorting.
27. Previous year's figures have been re-grouped I re-arranged, wherever practicable to 1nake the1n co1nparable.
28. Figures have been rounded off to the nearest crorc of rupees with t\vo decimals.
Notes at Part A (1 to 18), Part B and Part C form an integral part of Con~ohdated Balance Sheet and Consohdatcd
Statc1nent of Profit & Loss.

12

435
Part-C FINANCIAL YEAR 2011-12
Other Notes on Accounts
1. The Company is a government company engaged in extending financial assistance to power sector.
2. Contingent liabilities:

(i) Default guarantees issued by the Company in foreign currency :

a) EURO Nil million equivalents <Nil crore (as on 31.03.2011 EURO 0.355 million equivalents
to <2.27crore).

b) US$ 10.94 million equivalent to '(56.40crore(as on 31.03.2011 US$ 14.34million equivalent


to <64.75crore).
.

(ii) Default guarantee issued by the Company in Indian Rupee '(371.93crore (as on 31.03.2011<
400.00crore).

(iii) Bank guarantee issued by the Company in Indian Rupee '(J35.32crore (as on
31.03.2011<50.04crore).

(iv) Additional demands raised by the Income Tax Department of< 2.55 crore,< 4.5 lcrore, '(
0.36crore, < 9.24 crore, '( 7.44crore, '( 4.67 crore and '( 11.24 crore for Assessment Years
2000-01, 2001-02, 2002-03, 2005-06, 2007-08, 2008-09 and 2009-10 respectively are being
contested. Further, the Income Tax Department has filed appeals before ITAT against the orders
of CIT(A) allowing relief of< 22.22 crore, 21.13 crore and'( 21.68 crore for AYs 2004-05 to
2006-07, respectively. The same are being contested. The Management does not consider it
necessaty to make any provision, as the probability of any tax liability devolving on the
Company is negligible.

(v) Claims against the Company not acknowledged as debts are '(Nil crore (as on 31.03.2011'( 7.80
crore).

(vi) Outstanding disbursement commitments to the borrowers by way of Letter of Comfmi issued
against loans sanctioned is '(5,730.38crore as on 31.03.2012 (as on 31.03.2011 <5,758.02crore).
3. Estimated amount of contract remaining to be executed on account of capital contracts, not provided
for, is <0.57 crore (as on31.03.2011<3.70crore).

4. Additional demands raised by the Income Tax Department (net of relief granted by Appellate
Authorities) amounting to'( 29.76crore for Assessment Years 2001-02 to 2009-10 were provided for
and are being contested by the Company.

5. The Company creates Debenture Redemption Reserve (DRR) up to 50% of the value of bonds I
debentures issued through public issue, during the matutity period of such bonds I debentures.

The Company is not required to create Debenture redemption rese1ve in case of plivately placed
debentures as per circular No. 6 I 3 I 2001 - CL.V dated 18.04.2002 of the Government of India,
Ministry of Law, Justice Company Affairs, and Department of Company Affairs ..

The Company is not required to maintain reserve fund under section 45 - IC of the Reserve Bank of
India Act, 1934 by transferring 20 % of its net profits, as it is exempted by RBI, vide RBI letter
dated 24.01.2000.

436
6. Foreign currency actual outgo and earning:

(~in crore)
S.No. Description FY ended FY ended
. 31.03.2012 31.03.2011
A. Expenditure in foreign currency

i) Interest on loans from foreign institutions 159.37 108.40

ii) Financial & Other charges 11.08 57.37


iii) Traveling Expenses 0.21 0.16
iv) Training Expenses 0.12 0.10
B. Earning in foreign currency Nil Nil

7.1 Related party disclosures:

Key managerial personnel:

Nan1e of the key managerial personnel

Shri Satnam Singh, CMD (with effect from 01.08.2008)


Shri M K Goel, Director (with effect from 27.07.2007)
Shri Raieev Sharma, Director (from 09.03.2009 to 29.11.2011)
Shri R. Nagarajan, Director (with effect from 31.07.2009)

Managerial remuneration:
(<in crore)
Chairman & Managing Other Directors
Director
For FY ended For FY ended For FY For FY
31.03.2012 31.03.2011 ended ended
31.03.2012 31.03.2011
Salaries and allowances 0.42 0.23 0.93 0.66
Contribution to provident fund and 0.02 0.02 0.05 0.05
other welfare fund
Other perquisites I payments 0.13 0.13 0.39 0.38
Total 0.57 0.38 1.37 1.09

In addition to the above perquisites, the Chairman & Managing Director and other Directors have
been allowed to use staff car including private journey up to a ceiling of 1,000 kms per month on
payment of~ 780/- per month.
i

.· (./
i_

437
7.2 Investment in equity share capital of companies incorporated in India as subsidiaries I associates I
joint venture companies including companies promoted as Special Purpose Vehicles (SPY) for ultra-
mega power projects are given below:-

Date of .No. of % of
Amount
SL Name of the companies investment shares owners
~in crore)
subscribed hip
A Subsidiary Company (i)
I. PFC Consulting Limited 09.04.2008 50,000 100% 0.05

2. PFC Green Energy Limited (ii) 29.07.2011 50,000 100% 4.99


08.12.2011 44,50,000
29.03.2012 4,90,000
3. PFC Capital Advisory Services Ltd. 01.09.2011 1,00,000
100% 0.10
(iii)
4 Power Equity Capital Advisors 15.04.2008 15,000 100% 0.05
(Private) Limited (iv) 11.10.2011 35,000
Sub-Total (A) 51,90,000 5.19
B Subsidiary Companies promoted as SPVs for Ultrn Mega Power Projects (v)
I. Coastal Maharashtra Mega Power 05.09.2006 50,000 100% 0.05
Limited
2. Orissa Integrated Power Limited 05.09.2006 50,000 100% 0.05
3. Coastal Kamataka Power Limited 14.09.2006 50,000 100% 0.05
4. Coastal Tamil Nadu Power Limited 31.01.2007 50,000 100% 0.05
5. Chhattisgarh Surguja Power 31.03.2008 50,000 100% 0.05
Limited
6. Sakhigopal Integrated Power 27.01.2010 50,000 100% 0.05
Limited
7. Ghogarpalli Integrated Power 27.01.2010 50,000 100% 0.05
Limited
8. Tatiya Andhra Mega Power Limited 27.01.2010 50,000 100% 0.05
Sub-Total (B) 4,00,000 0.40
c Joint venture Companies (i)

1 National Power Exchange Limited 18.12.2008 8,33,000 16.66% 0.83


(vi) 03.09.2010 . 13,54,015 1.36

2. Energy Efficiency Services Limited 21,01.2010 6,25,000 25% 0.63


(vii)
Sub-Total (C ) 28,12,015 2.82
TOTAL (A) + (B) + (C)
84,02,015 8.41

(i) The financial statements are consolidated as per Accounting Standard 21 - Consolidated
Financial Statements, Accounting Standard 27 - Financial Reporting of Interests in Joint
Ventures and Accounting Standard - 23 Accounting For Investment in Associates in
Consolidated Financial Statements.

(ii) PFC Green Energy Ltd. (PFCGEL) was incorporated on 30.03.2011 as a wholly owned
subsidiary of the Company to extend finance and financial services to renewable and non-
conventional sources of energy. The authorized share capital of PFCGEL is <' 1200.00
crores and paid-up share capital is <'4.99crores. The certificate of commencement of business
has been received on 30.07.2011.

3

438
(iii) PFC Capital Advisory Services Limited (PFCCAS) was incorporated on 18.07.2011 as a wholly
owned subsidiary of the Company for providing debt syndication in the areas of power, energy,
infrastrncture and other industries. The authorized share capital of PFCCAS is i1' 1 crore
(Rupees one crore) and paid up share capital of the company is~ 0.10 crore. The certificate of
commencement of business has been received on 02.09.2011.

(iv) Power Equity Capital Advisors (Private) Limited (PECAP), has become wholly owned subsidimy
of the Company on 11.10.2011 after the Company acquired, at par, the remaining 70%
ownership from the erstwhile individual owners.

(v) The subsidiary companies were incorporated as SPVs under the mandate from the Government of
India for development of ultra-mega power projects (UMPPs) with th~ intention to hand over
the same to successful bidders on completion of the bidding process. The financial statements
of these subsidiaries are attached as required under Section 212 of the Companies Act, 1956
without consolidating, in accordance with paragraph 11 of Accounting Standard-21.

(vi) Power Finance Corporation Limited (PFC), NTPC Limited, NHPC Limited and Tata
Consultancy Services Limited (TCS), have jointly promoted National Power Exchange Limited
(NPEL). NPEL will carry out the business of providing a platform for trading of power through
an organized exchange. NPEL has not commenced its operation.

(vii) Energy Efficiency Services Limited (EESL) has been jointly promoted by PFC, NTPC, PGCIL
and Rural Electrification Corporation Limited (REC) with equal participation in equity capital
for implementing energy efficiency projects. Further, the Company has paid i1' 24.38crore
towards additional subscription to equity shares; the allotment of equity shares is awaited from
EESL.

7.3 The Company's share of assets, liabilities, contingent liabilities and capital commitment as on
31.03.2012 and income and expenses for the period in respect of joint venture entities based on
audited accounts are given below:
~in crore)
SL Particulars As at 31.03.2012 As at 31.03.2011
NPEL EESL Total NPEL EESL Total
Ownership (%) 16.66 25 16.66 25
A Assets
- Non-Crment
Assets 0,01 0.09 0.10 0.01 0.13 0.14
- Ctment assets 1.45 31.08 32.53 1.76 27.85 29.61
Total 1.46 31.17 32.63 1.77 27.98 29.75
B Liabilities
- Non-Crment
liabilities - 0.00 0.00 - - -
- Current
Liabilities 0.04 4.37 4.41 0.12 2.43 2.55
Total 0.04 4.37 4.41 0.12 2.43 2.55

c Contingent liabilities 0.01 - 0.01 0.01 - 0.01

D Capital commitments - - - - - -
During the FYended During the FY
31.03.2012 ended31.03.201 l
E Income 0.12 3.17 3.29 0.07 1.50 1.57
F Expenses 0.34 1.17 1.51 0.32 0.37 0.69
4

439
.

7.4 The details of amount recoverable (including interest thereon) from the respective subsidiaries are
given below:
(<' in crore)
Name of the Subsidiaiy Amount as Amount as Maximum Maximum
Companies on on during FY During FY
31.03.2012 31.03.2011 2011-12 2010-11
Coastal Mahara.shtra Mega 5.72 4.88 5.72 4.95
Power Limited
Orissa Integrated Power 73.21 58.40 73.21 58.40
Limited
Coastal Kamataka Power 2.40 2.08 2.40 2.11
Limited
Coastal Tamil Nadu Power Ltd. 29.75 18.74 29.75 18.74
Chhattisgarh Surguja Power 50.85 41.05 50.85 41.05
Limited
Sakhigopal Integrated Power 1.16 0.65 1.16 0.65
Limited
Ghogarpalli Integrated Power 0.90 0.53 0.90 0.53
Limited
Tatiya Andhra Mega Power 7.71 5.40 7.71 5.40
Limited
PFC Green Energy Ltd. 0.05 2.25 2.25 2.25
PFC Capital Advis01y Services 0.01 0.00 0.04 0.00
Limited
Total 171.76 133.98 173.99 134.08
7.5 The details of amounts payable to subsidiaries (including interest) in respect of amounts conttibuted
by power procurers and other amounts payable are given below:
(<' in crore)
Amount as Amount as Maximum Maximum
Name of the subsidiary
on on during FY During FY
companies
31.03.2012 31.03.2011 2011-12 2010-11
PFC Consulting Limited 3.09 0.00 3.14 1.99
Coastal Maharashtra Mega 49.39 45.65 49.39 45.65
Power Limited
Orissa Integrated Power 57.49 52.47 57.49 52.47
Limited
Coastal Tamil Nadu Power 54.35 50.02 54.35 50.02
Limited
Chhattisgarh Surguja Power 51.08 46.13 51.08 46.13
Limited
Sakhigopal Integrated Power 19.23 17.74 19.23 17.74
Limited
Ghogarpalli Integrated Power 17.91 16.52 17.91 16.52
Limited
Tatiya Andhra Mega Power 23.02 19.26 23.02 19.26
Limited
Total 275.56 247.79 275.61 249.78
7.6 (i) Investment in "Small is Beautiful" Fund: -

The Company has outstanding investment of <'7.83crore (as on 31.03.2011<'8.73crore) in units of


Small is Beautiful Fund. The face value of the Fund is <'10 per unit. The NAV as on 31.03.2011 was
<'10.08 per unit and as on 31.03.2012 is <'10.33 per unit. As investment in Small is Beautiful Fund is
5

440
long term investment, the fluctuation in NAV in the current scenario is considered as temporary.

(ii) Investment in equity (unquoted) in Power Exchange India Limited:-

Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and
National Commodity and Derivatives Exchange Limited (NCDEX). The authorized share capital is<
100 crore as on 31.03.2012. The paid up capital of PXIL is Z41.05crore, as on 31.03.2012. The
Company has subscdbed Z2.80crore of the paid up capital of PXIL.
8. Interest Differential Fund (IDF) - KFW

The agreement between KFW and PFC provides that the IDF belongs to the bmrnwers solely and
will be used to cover the exchange risk variations under this loan and any excess will be used in
accordance with the agreement. The balance in the IDF fund has been kept under separate account
head titled as Interest Differential Fund - KFW and shown as a liability. The total fund accumulated
as on 31.03.2012 is Z52.0lcrore (as on31.03.2011Z49.0lcrore), after adjusting the exchange loss of
Z0.98crore (as on3 l.03.2011Zl5.74crore).
9. Foreign cmTency liabilities not hedged by a derivative instrument or otherwise:-

Liabilities in Foreign Amount (in millions)


Cunencies 31.03.2012 31.03.2011
USD 392.49 381.76
EURO 24.73 26.66
JPY 41,643.20 42,551.04

10. (a) Asset under finance lease after 01.04.2001:

(i) The gross investment in the leased assets and the present value of the minimum value receivable
at the balance sheet date and the value of unearned financial income are given in the table below:

The future lease rentals are given below:-


CZ in crore)
Particulars As on As on
31.03.2012 31.03.2011
Total of future minimum lease payments (Gross 571.09 541.19
Investments)
Present value of lease payments 326.58 355.96
Unearned finance income 244.51 185.23
Maturity profile of total of future minimum lease
oayments (Gross Investment)
Not later than one year 70.77 77.99
Later than one year and not later than 5 years 172.61 246.56
Later than five years 327.71 216.64
Total 571.09 541.19
Break up of present value oflease payments
Not later than one year 41.51 43.28
Later than one year and not later than 5 years 90.75 155.19
Later than five years 194.32 157.49
Total 326.58 355.96

(ii) The Company had sanctioned an amount of <88.90 crore in the year 2004 as finance lease for
financing wind turbine generator (commissioned on 19.07.2004). The sanction was reduced to<

441
88.85 crore in December 2006. The gross investment stood at the level of '<32.06crore as on
31.03.2012. The lease rent is to be recovered within a period of 15 Years, slatting from
19 .07 .2004, which comprises of 10 years as a primary period and 5 years as a seconda1y period.

(iii) The Company had sanctioned an amount of< 98.44 crore in the year 2004 as finance lease for
financing wind turbine generator (commissioned on 18.5.2004). The gross investment stood at
'<32.87crore as on 31.03.2012. The lease rent is to be recovered within a petiod of 20 yem·s,
starting from 18.05.2004, which comprises of 10 years as a prima1y period and a maximum of
another 10 years as a secondary period.

(iv) The Company had sanctioned an amount of '<93.51 crore in the year 2004 as finance lease for
financing wind turbine generator (commissioned on 09.06.2005). The gross investment stood at
'<49.94crore as on 31.03.2012. The lease rent is to be recovered within a period of 19 years 11
months, stm·ting from 09.06.2005, which comptises of 10 years as a primary period and a
maximum of 9 years and 11 months as a secondmy period.

(v) The Company had sanctioned an amount of '<228.94 crore in the year 2008 as finance lease for
financing wind turbine generator. The gross investment stood at '<456.23crore as on 31.03.2012.
The lease rent is to be recovered within a period of 25 years, starting from 01.01.2012, which
comprises of 18 years as a primary period and a maximum of 7 years as a secondarv period.
b) Operating Lease:

The Company's operating leases consists:-

Premises for offices and for residential use of employees are lease mnngements, and are usually
renewable on mutually agreed terms, and are cancellable. Rent for residential accommodation of
employees include '<6.55crore(during FYended 31.03.2011 '<6.89crore) towards lease payments, net
of recoveries in respect of premises for residential use of employees. Lease payments in respect of
premises for employees are shown as rent for residential acco111111odation of employees in Note Part
A 15 - Employee Benefit Expenses. Lease payments in respect of premises for offices are shown as
office rent in Note Part A 15 - Emoloyee Benefit Expenses.
11. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i) The Company claimed subsidy from Govt. of India at net present value calculated at indicative
interest rates in accordance with the GOI's letter vide D.O.No.32024 I i7 I 97 - PFC dated
23.09.1997 and 0.M.No.32024 / 23 I 2001 - PFC dated 07.03.2003, irrespective of the actual
repayment schedule, moratorium period and duration of repayment. The amount of interest
subsidy received and to be passed on to the bmrnwer is retained as Interest Subsidy Fund
Account. The impact of difference between the indicative rate and petiod considered at the time
of claims and at the time of actual disbursement can be ascertained only after the end of the
respective schemes. However on the basis of the projections made for each project (based upon
certain assumptions that these would remain same over the projected period of each loan I
project), the Company estimated the net excess amount of '<5.12crore and '<249.9lcrore as at
31.03.2012 for IX and X Plan, respectively under AG&SP schemes, and there is no shortfall.
This net excess amount is worked out on overall basis and not on individual basis and may vary
due to change in assumptions, if any, during the projected period such as changes in
moratotium period, repayment period, loan restrncturing, pre-payment, interest rate reset etc.
Any excess I shortfall in the interest subsidy fund will be refunded or adjusted I charged off on
completion of the respective scheme.

442
(ii) The amount of <376.2lcrore (as on 31.03.2011 <45 l .87crore) under the head Interest Subsidy
Fund, represents the amount of subsidy received from Ministry of Power, Govt. of India which
is to be passed on to the borrowers against their interest liability arising in future, under
Accelerated Generation & Supply Programme (AG&SP), which comprises of the following : -
(<in crore)
As on As on
Particulars 31.03.2012 31.03.2011
Opening balance of Interest' Subsidv Fund 451.87 663.49
Add - Received during the period -- --
- Interest credited during the period 36.01 56.22
- Refund by the borrower due to non - commissioning 17.65
of project in time

Less: Interest subsidy passed on to borrowers 77.67 1!7.84


Refunded to MoP:
(a) Estimated net excess against IX Plan 34.00 150.00
(b) Due to non- commissioning of Project in time 17.65 --

Closing balance of interest subsidy fund 376.21 451.87

12. Pursuant to the notification GSRNo.914(E) dated 29.12.2011 issued by the Government of India,
Ministty of Corporate Affairs amending Accounting Standard(AS) 11 c.The Effects of Changes in
Foreign Exchange Rates, the Company has exercised the option under 46A of the amended AS l l
and changed the accounting policy to amortize the exchange differences on the long term foreign
cutl'ency monetary items over the tenure. Consequently, as on 31.03.2012, <515.41 crore has been
can'ied forward in the Foreign Exchange Monetary Item Translation Difference Account.

Had the Company followed the earlier practice of accounting of exchange differences, the net profit
for the year ended 31.03.2012 would have been lower by <352.53 crore (net of taxes).

Refer footnote l of NOTE - Part A - 2 (Reserves & Surplus) of Regrouped Accounts.

13. (i) The Company has been designated as the Nodal Agency for operationalisation and associated
service for implementation of the Re-structured Accelerated Power Development and Reforms
Programme (R-APDRP) dming XI Plan by the MoP, GoI under it's overall guidance.

Projects under the scheme are being taken up in two parts. Part - A includes the projects for
establishment of baseline data and IT applications for energy accounting as well as IT based
customer care centers. Part - B includes regular distribution strengthening projects. Gal provides
100% loan for Part A and up to 25% (up to 90% for special category States) loan for Part - B.
Balance funds for Patt - B projects can be raised by the utilities from PFC I REC I multi-lateral
institutions and I or own resources. The loans under Part - A along with interest thereon is
convertible into grant as per R - APDRP guidelines. Similarly, up to 50% (up to 90% for. special
categmy states) of the loan against Part -B project would be convertibie in to grant as per R -
APDRP guidelines. Enabling activities of the programmes are covered under Part - C.

The loans under R - APDRP are routed through the Company for disbursement to the eligible
utilities. The amount so disbursed but not convetted in to grants as per R - APDRP guidelines
will be repaid along with interest to the GoI on receipt from the botrnwers.
The details are furnished below :

- 8

443
('<in crore)
Amount recoverable .Amount payable to GOI
from borrowers & R- APDRP Fund (Interest earned on Fixed
Particulars payable to GOI Deposit)
As at Asat As at As at As at As at
31.03.2012 31.03.2011 31.03.2012 31.03.2011 31.03.2012 31.03.2011
Opening
balance 3902.88 1,646.09 0.00 0.00 6.88 0.11
Additions
during the
year 1600.00 2256.79 1600.00 2256.79 4.17 6.29
Disbursement
s /changes
during the
year 1600.00 2256.79
Total 5502.88 3902.88 0.00 o.oo 11.05 6.40
Interest
accrued but
not due 775.24 413.01 0.04 0.48
Closing
balance 6278.12 4315.89 0.00 0.00 11.09 6.88

(ii) As on 31.03.2012, the total amount of nodal agency fee and reimbursement of expenditure
received I receivable by PFC has been as uuder:-
('< iu crore)
During the FY Cumulative up-to
ended 31.03.2012 31.03.2012 31.03.2011
Nodal agency fee* 39.15 128.77 89.62

Reimbursement of expenditure 22.66 61.86 39.20

Total 61.81 190.63 128.82


*Exclusive of Service Tax

(iii) As per Office Memorandum No. 14 I 03 I 2008 - APDRP dated 201h August, 20 I 0 of the
MoP, GoI, the total amount receivable against the nodal agency fee plus the reimbursement
of actual expenditure will not exceed '< 850 crore or 1.7 % of the likely outlay under Pmt A
& B of R - APDRP, whichever is less.
14. The net deferred tax liabilities of'<87.43crore (as on 31.03.2011'<82.97crore) have been computed as
per Accounting Standard 22 Accounting for Taxes on Income.

The breakup of defeffed tax liabilities is given below: -


('< in crore)
As on As on
Description
31.03.2012 31.03.2011
(a) Defeffed Tax Asset(+)
(i) Provision for expenses not deductible under 16.49 18.02
Income Tax Act
(b) Defe1rnd Tax Liabilities(-)
(i) Depreciation -0.96 -0.44
(ii) Lease income on new leases -101.58 -99.69
(iii) Amortization -1.38 -0.86
9

444
Net Defe1Ted Tax liabilities (-)/Assets(+) I -87.43 I -82.97 I
15. In compliance with Accounting Standard - 20 on Earning Per Share issued by the Institute of
Chartered Accountants of India, the calculation of Earning Per Share (basic and diluted) is as under:-

FY ended Previous
Particulars 31.03.2012 year
31.03.2011
Net Profit after tax used as numerator ((in crore) 3,031.74 2,619.58

Weighted average number of equity shares used as


denominator (basic & diluted) 129,50,00,707 114,77,66,700

Earning per share (basic & diluted) (() 23.41 22.82

Face value per share (() lO lO

16. The Company has no outstanding liability towards Micro, Small and Medium enterprises.
17. Leasehold land is not amortized, as it is a pe1petual lease.
18. Liabilities and assets denominated in foreign cu1Tency have generally been translated at TT selling
rate of SBI at year end as given below: -

S.No. Exchange Rates 31.03.2012 31.03.2011


I USD/ INR 51.5300 45.1400
2 JPY IINR 0.6318 0.5484
3 EURO/INR 69.0500 63.9900

In-case of specific provision in the loan agreement for a rate other than SBI TT selling rate, the rate
has been taken as prescribed in the respective loan agreement.
19. During the pe1iod, the Company has made Follow on Public Offer (FPO) through book building
process of 229,553,340 number of equity shares of ( JO/- each. The FPO comprised of fresh issue of
172,165,005 equity shares of (JO/- each by the Company and an offer for sale of 57,388,335 equity
shares of (JO/- each by the President of India acting through the Ministry of Power, Government of
India. The equity shares have been priced at ( 203.00 per equity share for qualified institutional
bidders and non-institutional bidders and at ( 192.85 per equity shares (5% of discount on ( 203.00)
for retail individual bidders and eligible employees. The Company has raised( 3,433.65 crore from
issue of fresh shares to the public.Post issue, the holding of Government of India in the paid up
equity share capital of the Company has come down from 89.78% to 73.72%.The equity shares
offered to the public including equity shares offered for sale by the Government of India have been
allotted on 24.05.2011 and have been listed in the National Stock Exchange (NSE) and the Bombay
Stock Exchange (BSE) on 27.05.2011.Accordingly, issued and paid up share capital has increased
from ( 1147.77croreto (1319.93 crore and an amount of(3,241.57 crore (net of issue expenses of(
19.91) has been taken to securities Premium Reserve.The proceeds of the issue (net of issue
expenses) have been utilized fully for the purpose mentioned in the offer document.
20. (i) The Company has made a public issue of 470,722 number of infrastrncture bonds (secured) at the
face value of (5,000/- each aggregating to ( 235.36crore. The bonds have been allotted on
31.03.2011 and have been listed in the Bombay Stock Exchange (BSE) on 11.04.2011. The
proceeds of the bond issue have been utilized for the purpose mentioned in the offer document.

(ii) The Company has made a public issue of 1,91,284 number of infrastructure bonds (secured) at
the face value of ( 5,000/- each aggregating to ( 95.64 crore during the current year. The bonds
have been allotted on 21.11.2011 and have been listed iu the Bombay Stock Exchange (BSE) on
02.12.2011. The proceeds of the bond issue have been utilized for the purpose mentioned in the
offer document.
. ..
JO

445
(iii)The Company has made public issue of 40,33,1300 number of tax free bonds (secured) at the
face value of < 1,000 each aggregating to <4,033.13 crore during the cmTent financial year.
The Bonds have been allotted on 01.02.2012 and have been listed in the BSE on 14.02.2012.
The proceeds of the bond issue have been utilized for the purpose mentioned in the offer
document.

21. Disclosures as per Accounting Standard-15 :-


A. Provident fund
The Company pays fixed contribution to provident fund at prescribed rates to a separate llust, which
invests the funds in pe1mitted securities. The contribution to the fund for the period is recognized as
expense and is charged to the profit and loss account. The obligation of the Company is to make
such fixed contribution and to ensure a minimum rate of return to the members as specified by Gal.
Any short fall for payment of interest to members as per specified rate of return has to be
compensated by the Company. The Company estimates that no liability will take place in this regard
in the near future and hence no further provision is considered necessary.

B. Gratuity

The Company has a defined gratuity scheme and is managed by a separate trust. The provision for
the same has been made on actuarial valuation based upon total number of years of service rendered
by the employee subject to a maximum amount of <l 0 lakh.

C. Post Retirement Medical Scheme (PRMS)

The Company has Post-Retirement Medical Scheme (PRMS), under which retired employees and
the dependent family member share provided medical facilities in empanelled hospitals. They can
also avail of reimbursement of out-patient treatment subject to a ceiling fixed by the Company.

D. Terminal Benefits
Terminal benefits include settlement in home town for employees & their dependents.

E. Leave
The Company provides for earned leave benefit and half-pay leave to the credit of the employees,
which accrue on half yearly basis @ 15 days and 10 days, respectively. 75% of the earned leave is
encashable while in service and a maximum of 300 days earned leave can be accumulated, which is
encashable on superannuation I separation. Half pay leave is encashable on separation after 10 years
of service or at the time of superannuation subject to a maximum of 300 days. The liability for the
same is recognized, based on actuarial valuation.

The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of
actuarial valuation.
The summatised position of various defined benefits recognized in the profit and loss account,
balance sheet are as under {Figures in brackets ()represents to as on 31.03.2011}

i)Expenses recognised in Profit and Loss Account


(<in crore)
Gratuity PRMS Leave

Ctment service cost 0.99 0.29 1.57


(0.92) (0.26) (l.73)
Interest cost on benefit obligation 1.08 0.61 1.31
(0.84) (0.49) (0.96)
Expected return on plan assets -0.94 0.00 0.00
(-0.69) (0.00) (0.00)

11

446
Net actuarial (gain) /loss recognised in the -0.49 0.60 0.46
year (0.65) ( 0.17) (0.65)
Expenses recognised in Profit & Loss Account *0.64 1.50 *3.34
(1.72) (0.92) (3.34)

(*) Includes <0.13 crore (as on 31.03.2011 <O.lOcrore) and <0.30 crore (as on 31.03.201 l<0.15 crore)
and < 0.13crore (as on 31.03.2011 <Nil crore) for gratuity, leave and PRMS respectively
allocated to subsidiary companies.

ii) The amount recognized in the Balance Sheet


c< in crore)
Gratuity PRMS Leave
Present value of obligation as at 31.03.2012 (i) 14.03 8.33 17.74
(12.69) (7.13) (15.47)
Fair value of plan assets at 31.03.2012 (ii) 12.95 0.00 0.00
(10.57) (0.00) (0.00)
Difference (ii) - (i) -1.08 -8.33 -17.74
(-2.12) (-7.13) (-15.47)
Net asset I (liability) recognized in the Balance -1.08 -8.33 -17.74
Sheet (-1.72) (-7.13) (-15.47)

iii) Changes in the present value of the defined benefit obligations


(<in crore)
Gratuity PRMS Leave

Present value of obligation as at 01.04.2011 12.69 7.13 15.47


(11.18) (6.44) (12.84)
Interest cost 1.08 0.61 1.31
(0.84) (0.49) (0.96)
CmTent service cost 0.99 0.29 1.57
(0.92) (0.26) (l.73)
Benefits paid -0.40 -0.30 -1.07
(-l.04) (-0.23) (-0.71)
Net actuarial (gain)/loss on obligation -0.33 0.60 0.46
(0.79) (0.17) (0.65)
Present value of the defined benefit obligation 14.03 8.33 17.74
as at 31.03.2012 (12.69) (7.13) (15.47)

iv) Changes in the fair value of plan assets


(<in crore)
Gratuity PRMS Leave
Fair value of plan assets as at Ol.04.2011 10.57 0.00 0.00
(7.92) (0.00) (0.00)
Expected return on plan assets 0.94 0.00 0.00
(0.69) (0.00) (0.00)
Contributions by employer 1.68 0.00 0.00
(2.86) (0.00) (0.00)
Benefit paid -0.40 0.00 0.00
(-l.04) (0.00) (0.00)
Actuarial gain I (loss) 0.16 0.00 0.00
(0.14) (0.00) (0.00)

12

.....::
...
:-- /
6 ~,,.·,,,

..

447
IFair value of plan assets as at 31.03.2012 12.951 o.oo I
o.oo I
(10.57) (0.00) (0.00)
v) One percent increase I decrease in the inflation fate would impact liability for medical cost of
PRMS, as under:-

Cost increase by 1% < 0.09 crore


Cost decrease by I% < 0.05 crore

vi) During the period, the Company has provided liability towards contribution to the Gratuity Trust
of <0.64crore, to PRMS of <l.50crore, to leave <3.34crore and to pension <2.54crore (during the
FY ended 31.03.2011 towards contiibution to the Gratuity Trust of <t.79crore, to PRMS of
<0.92crore, to leave <3.34crore and to pension '(2.28crore).

F. Other Employee Benefits:-

During the period, provision of <-O.Olcrore (during the FY ended3 l.03.201 l<-0.03crore) has been
made for Economic Rehabilitation Scheme for Employees and provision of <0.58crores has been
made for Long Service Award for Employees (during the FY ended 31.03.201 l<0.65crore) on the
basis of actuarial valuation made at the end of the year by charging I crediting the profit and loss
account.

G. Details of the Plan Asset:-

The details of the plan assets at cost, as on 31.03.2012 are as follows:-


c< in crore)
SL Particulars FY ended FYended
31.03.2012 31.03.2011
i) Government Securities 7.83 6.33
ii) Corporate bonds I debentures 5.12 4.24
Total 12.95 10.57

H. Actuadal assumptions

Principal assumptions used for actuarial valuation are:-

Method used Projected Unit Credit Method


Discount rate 8.50%
Expected rate of return on assets - Gratuity 8.92%
Future salaiy increase 6.00%

The estimates of future salaiy increases considered in actuarial valuation, take into account of
inflation, seniority, promotion and other relevant factors, such as supply and demand in the
employment market.
22.l Details of provision as required in Accounting Standard - 29.
(<in crore)
Particulars FY FY
2011-12 2010-11
Post-Retirement Medical Scheme

Opening Balance 7.13 6.44


Addition during the year 1.50 0.92
Amount paid I utilized during the pedod 0.30 0.23
Closing Balance 8.33 7.13

13

448
Gratuitv

Opening Balance 1.72 2.76


Addition during the vear 0.64 1.79
Amount paid/ utilized during the period 1.72 2.83
Closing Balance 0.64 1.72

Pension*

Opening Balance 4.06 1.78


Addition during the period 2.54 2.28
Amount paid I utilized during the year 0.00 0.00
Closing Balance 6.60 4.06

Leave Encashment

Opening Balance 15.47 12.84


Addition during the period 3.34 3.34
Amount paid I utilized during the year 1.07 0.71
Closing Balance 17.74 15.47

Wal!:e Revision

Opening Balance 0.00 6.20


Addition dming the period 0.00 0.71
Amount paid I utilized during the year 0.00 6.91
Closing Balance 0.00 0.00

Economic Rehabilitation Scheme for


Emnlovee
Opening Balance 1.26 1.31
Addition <luting the period -0.01 -0.03
Amount paid I utilized during the vear 0.01 0.02
Closing Balance 1.24 1.26
.

Bonus I Incentive I Base line


Compensation
Opening Balance 24.52 16.33
Addition during the period 17.73 17.78
Amount paid I utilized during the petiod 15.93 9.59
' Closing Balance 26.32 24.52

Bal!;gal!:e Allowances

Opening Balance 0.05 0.05


Addition dming the period 0.02 0.00
Amount paid I utilized during the period 0.00 0.00
Closing Balance 0.07 0.05

Service Award
Opening Balance 2.75 2.10
Addition during the year 0.58 0.65
14

449
Amount paid I utilized during the period 0.00 0.00
Closing Balance 3.33 2.75

Income Tax
Opening Balance 2,215.13 1,337.29
Addition during the period (including 1,075.78 898.99
interest< 4.90crore u/s 234C)
Amount refunded I adjusted (1,290.08) 21.15
Closing Balance 2,000.83 2215.13

Fringe Benefit Tax


Opening Balance 0.80 0.80
Addition during the year 0.00 0.00
Amount adjusted during the pedod 0.80 0.00
Closing Balance 0.00 0.80

Proposed Final Dividend


Opening Balance 197.99 172.17
Addition dming the period 132.00 . 197.99
Amount paid I utilized during the pedod 197.99 172.17
Closing Balance 132.00 197.99

Proposed Corporate Dividend Tax


Opening Balance 32.12 29.26
Addition during the year 21.41 32.12
Amount paid I utilized during the period 32.12 29.26
Closing Balance 21.41 32.12
* Pension: The Company provides for defined contribution pension scheme introduced in line with
guidelines of the Deoartment of Public Enterprise (DPE).
22.2 The Company has formulated a Corporate Social Responsibility (CSR) policy in line with the
Guidelines on Corporate Social Responsibility for Central Public Sector Enterprises issued by the
Ministry of Heavy Industries and Public Enterprises (Department of Public Enterptises) vide Office
Memorandum F.No.15(3)/2007 -DPE(GM)-GL-99 dated 09.04.2010.

As per the CSR policy approved by the Company, a minimum of 0.5% of the profit after tax of the
previous year will be allocated every financial year for CSR Activities. Accordingly, an amount of<
13.24crore was provided for during the year ended 31.03.2012 (previous year <11.89 crore).

As at 31.03.2012, an amount of <32.22crore has been sanctioned by the Company against CSR
expenditure for various projects out of which an amount of <21.33crore has been disbursed till
31.03.2012.
23 The Company has been paying income tax on perquisite to employees in earlier years and till cmrnnt
year. Pursuant to a decision by the Company, the income tax paid for the current year only has been
recovered from the employees.
24. (i) Income on account of premium on premature repayment of loan, Income under the head,
upfront fees, lead manager fees, facility agent fees, security agent fee and service charges etc.
on loans was earlier accounted for in the year in which it was received by the Company. The
Company has changed the accounting policy of recognition of all such income from cash basis
to accrual basis in the financial year 2011-12.

Due to change in the accounting policy this year, the income on account of the above for the
year is higher by< 0.23 crore. C<0.23 crore relates to the year 2010-11 and received in 2011-
12).
15

450
(ii) Accounting policy under para 6 regarding Provision has been realigned to prudential norms I
interpretation of prndential nmms of the Company.Since the amendment is realignment
/clarificatory in nature, there is no financial impact.
25. (i) During the year, the Company has sent letters seeking confirmation of balances as on
31.12. 2011 to the bo1rnwers. However, confirmations in a few cases were yet to be received.

(ii) Some of the designated bank accounts opened for making interest payment to bondholders I
debenture holders have outstanding balance of < 0.47 crore are subject to reconciliation f
confirmation.

(iii) There are no nnpaid /unclaimed bonds, interests on bonds and dividends, which are over
7 years as on 31.03.2012 (previous year< Nil).
26. The Capital Funds, Risk Weighted Assets and Capital Risk Adjusted Ratio (CRAR) of the Company
are given hereunder:-
Items FY 2011-12 FY 2010-11
Capital Fund - a. Tier I (<in crore) 19,544.65 14,197.62
i)
- b. Tier II (< in crore) 1,158.61 984.88
ii) Risk weighted assets (<in crore) 1,27 ,066.12 96,669.24
iii) CRAR 16.29% 15.71%
iv) CRAR - Tier I Capital 15.38% 14.69%
v) CRAR - Tier II Capital 0.91% 1.02%

27.The Comoany has no exposure to real estate sector as on 31.03.2012.


28.The Company does not have more than one reportable segment in terms of Accounting Standard No.
17 on Segment Reporting.
29. Previous year's figures have b'en re-grouped I re-airnnged, wherever practicable to make them
comparable.
30. Figures have been rounded off to the nearest crore of rupees with two decimals.

Notes at Part A (A 1 to A 18), Part B andPart C form an integral part of Balance Sheet and Statement
~P~&~s. f

16

451
FY 2010-11
PARTC
NOTES ON ACCOUNTS
I. The Company is a government company engaged in extending financial assistance to power
sector.
2. Contingent liabilities:

(i) Default guarantees issued by the Company in foreign currency :

a) EURO 0.355 million equivalents to Rs. 2.27 crore (previous year EURO 0.710 million
equivalents to Rs. 4.35 crore).

b) US $ 14.34 million equivalent to Rs. 64.75 crore (previous year US $ 17.745 million
equivalent to Rs. 80.88 crore).
(ii) Default guarantee issued by the Company in Indian Rupee: Rs. 400 crore (previous year Rs.
400.00 crore).
(iii) Bank guarantee issued by the Company in Indian Rupee: Rs. 50.04 crore (previous year Rs
0.04 crore).
(iv) The additional demand raised by Income Tax Department of Rs. 9.24 crore, Rs 0.57crs , Rs.
0.03 crore and Rs. 4.48 crs. for Assessment Years 2005-06, 2006-07, 2007-08 and 2008-09
respectively are being contested. The management does not consider it necessary to make
any provision, as the probability of outflow of resources is negligible.
(v) Claims against the Company not acknowledged as debts are Rs. 7.80 crore (previous year
Rs. 7.80 crore).
(vi) Outstanding disbursement commitments to the bmrnwers by way of Letter of Comfort
issued against loans sanctioned, Rs. 5,758.02 crore as at 31.03.2011 (previous year Rs.
3,414.21 crore).
3. Estimated amount of contract remaining to be executed on account of capital contracts, not
provided for, is Rs. 3.70 crore (previous year Rs. 4.26 crore).
4. Additional demands raised by the Income Tax Department (net of relief granted by Appellate
Authorities) amounting to Rs. 22.58 crore for Assessment Year 2001-02 to 2008-09 were paid,
provided for and are being contested.
5. A project under implementation having principal outstanding of Rs. 700.00 crore (previous year
Rs. 325.00 crore) has been considered as standard asset in terms of RBI circular No.
DBS.FID.No.C - 11 I 01.02.00 I 2001-02 dated 01.02.2002 read with D.O. letter DBS.FID
No.1285 I 01.02.00/ 2001-02 dated 14.05.2002 (thereby treating the asset as standard till June,
2008), RBI letter no. DBOD, BP.No.7675 I 21.04.048 I 2008-09 dated 11.11.2008 (which inter-
alia advised that the date of commencement of commercial operation (DCCO) be treated as
31.03.2009), RBI circular no. DBOD. BP. BC. 85 I 21.04.048 I 2009 -10 dated 31.03.2010 and
RBI letter no. DBOD. No. BP. No. 11505 I 21.04.048 I 2010-11 dated- 21.01.2011. (which inter-
alia enables that the said asset can be retained as stan.dard asset, if the DCCO is re-fixed within
the period of 3 years from the commercial operation of 31.03.2009 provided the change in
DCCO is due to reasons beyond control of the promoter and subject to compliance of certain
provisions).

Accordingly, in terms of the RBI circular no. DBOD. No. BP. BC. 85 I 21.04.048 I 2009 -10
dated 31.03.2010, the Company has made a provision of Rs. 2.80 crore at the rate of 0.40% of
the outstanding amount of Rs. 70() crore during the year. However, the Company recognizes
interest on this loan on receipt basis in terms of the accounting policy and as per prudential
norms approved by the MoP.

The Company has approved and finalized amendments to the Financial Realignment Plan
(FRP).As per FRP, the Project Company is to issue Zero Coupon Bonds (ZCB) (towards

452
interest outstanding for the period from 01.10.2001 to 31.10.2005) valuing Rs. 103.87 crore.
During the FY 2010-11, an amount of Rs. 120.81 crore (including the dues of previous year of
Rs. 23.12 crore and the guarantee fee of Rs. 4.60 crore for the current year) became due on the
loan as per FRP, out of which Rs. 74.74 crore were received and accounted for as per the
accounting policy. The balance of Rs. 46.07 crore being interest and guarantee fee due up to
31.03.2011 and Rs.103.87 crore against ZCB have not been recognized, as per the accounting
policy.
6 During the year, one borrower had made premature repayment of loan of Rs. 497.92 crore with
payment of Rs. 10.99 crore towards prepayment premium. As per the terms and conditions of
the loans I prepayment policy of the company, the demand for balance prepayment premium of
Rs. 10.79 crores was sent to the b01rnwer, which they have disputed and have not paid. Hence
the same has not been acconnted for.
7. Interest Subsidy of Rs. 17 .65 crore under Accelerated Generation & Supply Programme
(AG&SP) along with interest upto 31'1 March, 2011 amounting to Rs.26.78 crore (previous year
Rs. 24.67 crore), became recoverable in respect of one project, as the project was not completed
till 31.03.2007 and the subsidy was withdrawn by the MoP. The amount of Rs. 26.78 crore
(previous year Rs.24.67 crore) is payable to the MoP on receipt from the bmrnwer.
8. The company creates Debenture Redemption Reserve (DRR) upto 50% of the value of bonds I
debentures issued through public issue, during the matmity period of such bonds I debentures.
Accordingly, during the year the company has created DRR amounting to Rs. 0.06 crore
(previous year Nil) on account of public issue of long term infrastructure bonds.

The Company is not required to create Debenture redemption reserve in case of privately placed
debentures as per circular No. 6 / 3 / 2001 - CL.V dated 18.04.2002 of the Government of India,
Ministry of Law, Justice Company Affairs, Department of Company Affairs ..

The Company is not required to maintain reserve fund under section 45 - I C of the Reserve
Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by RBI,
vi de RBI letter dated 24.01.2000.
9. Foreign currency actual outgo and earning:
(Rs. in crore)
S.No. Description Year ended Year ended
31.03.11 31.03.10
A. Expenditure in foreign currency

i) Interest on loans from foreign 108.40 96.91


institutions
ii) Financial & Other charges 57.37 35.08
iii) Traveling Expenses 0.16 0.26
iv) Training Expenses 0.10 0.15
B. Earning in foreign currency Nil Nil
IO.I Related party disclosures:

Key managerial personnel:

Name of the key manae;e1·ial personnel

Shri Satnam Singh, CMD (with effect from 01.08.2008)


Shri M K Goel, Director (with effect from 27.07.2007)
Shri Rajeev Sharma, Director (with effect from 09.03.2009)
Shri R. Nagarajan, Director (with effect from 31.07.2009)
Subsidiary company
Shri N D Tyagi, CEO of PFC Consulting Limited.
Joint Ventures entities
2

453
Shri R. S. Shanna, Chai1man of Energy Efficiency Services Limited
Shri I. J. Kapoor, Chairman of National Power Exchange Limited

Managerial remuneration:
(Rs. in crore)
Chairman & Managing Other Directorn and CEO
Director
For year For the For the For the
ended year ended year ended year ended
31.03.2011 31.03.10 31.03.2011 31.03.10
Salaries and allowances 0.23 0.27 0.66 0.70
Contribution to provident 0.02 0.02 0.05 0.04
fund and other welfare fund
Other perquisites I payments 0.13 0.18 0.38 0.38
Total 0.38 0.47 1.09 1.12

In addition to the above perquisites, the Chairman & Managing Director and other Directors
have been allowed to use staff car including private journey up to a ceiling of 1000 kms per
month on oavment of Rs. 780/- per month.
10.2 Investment in equity share capital of companies incorporated in India as subsidiaries I associates
I joint venture companies including companies promoted as Special Purpose Vehicles (SPY) for
ultra mega power projects are given below:-

Date of No.of %of


Amount
SL Name of the companies investment shares o\vners
(Rs. in crore)
subscribed hio
A Subsidiarv Companv
1. PFC Consulting Limited (*) 09.04.2008 50,000 100% 0.05
Sub-Total (A) 50,000 0.05
B Subsidiary Companies promoted as SPVs for Ultra Mega Power Projects (**)
1. Coastal Maharashtra Mega 05.09.2006 50,000 100% 0.05
Power Limited
2. Orissa Integrated Power 05.09.2006 50,000 100% 0.05
Limited
3. Coastal Kamataka Power 14.09.2006 50,000 100% 0.05
Limited
4. Coastal Tamil Nadu Power 31.01.2007 50,000 100% 0.05
Limited
5. Chhattisgarh Surguja Power 31.03.2008 50,000 100% 0.05
Limited
6. Sakhigopal Integrated Power 27.01.2010 50,000 100% 0.05
Limited
7. Ghogarpalli Integrated Power 27.01.2010 50,000 100% 0.05
Limited
8. Tatiya Andlua Mega Power 27.01.2010 50,000 100% 0.05
Limited
Sub-Total (B) 4,00,000 0.40
c Joint venture Companies (*)

I National Power Exchange 18.12.2008 8,33,000 16.66% 0.83


Limited(***) 03.09.2010 13,54,015 1.36
2. Energy Efficiency Services 21.01.2010 6,25,000 25% 0.63

454
Limited(****)
Sub-Total (C) 28,12,015 2.82
D Associate companies(*)
I. Power Equity Capital Advisors 15.04.2008 15,000 30% 0.02
(Private) Limited
Sub-Total (D ) 15,000 0.02
TOTAL (A)+ (B) + (C) + (D)
32,77,015 . 3.29

(*) The financial statements are consolidated as per Accounting Standard 21 - Consolidated
Financial Statements, Accounting Standard 27 - Financial Reporting of Interests in Joint
Ventures and Accounting Standard - 23 Accounting For Investment in Associates in
Consolidated Financial Statements.

(**) The subsidimy companies were incorporated as SPV s under the mandate from the
Government oi India for development of ultra mega power projects (UMPPs) and
independent transmission projects with the intention to hand over the same to
successful bidder on completion of the bidding process. The Financial Statements of
these subsidiaries are attached as required under Section 212 of the Companies Act,
1956 without consolidating in accordance with paragraph II of Accounting Standard-
21.

(***) Power Finance Corporation Limited (PFC), NTPC Limited, NHPC Limited and Tata
Consultancy Services Limited (TCS), have jointly promoted National Power Exchange
Limited (NPEL). NPEL will cany out the business of providing a platform for trading of
power through an organized exchange. NPEL has not commenced its operation.

(****) Energy Efficiency Services Limited (EESL) has been jointly promoted by PFC, NTPC,
PGCIL and Rural Electrification Corporation Limited (REC) with equal participation in
equity capital for implementing energy efficiency projects. Further, the Company has
paid Rs. 24.38 crore towards additional subscription to equity shares; the allotment of
equity shares is awaited from EESL.

The name of Bokaro-Kodarma Maithan Transmission Company Limited has been struck off by
the Registrar of Companies in the month of January 2011. Accordingly, a provision of Rs. 0.05
crore made against equity investment in the company has been reversed.
I0.3 Power Finance Corporation Green Energy Ltd. (PFCGEL) has been incorporated as a wholly
owned subsidimy of the Company to extend finance and financial services ·to promote green
(renewable and non-conventional sources of) energy with authorized share capital of Rs.
1200.00 crores and subsciibed share capital of Rs. 0.05 crores. The certificate of commencement
of business is awaited. The subsidimy's financial statement is not consolidated, as the first
financial year of the subsidiary has been decided by its Board of directors to be for the pedod
from 30.03.2011to31.03.2012.

455
10.4 The Company's share of assets, liabilities, contingent liabilities and capital commitment as at
31.03.2011 and income and expenses for the pedod in respect of joint venture entities based on
audited I unaudited accounts are given below:
(Rs. in crore)
SL Particulars As at 31.03.2011 As at 31.03.2010
NPEL EESL Total NPEL · EESL Total
Ownershin (%) 16.66 25 16.66 25
A Assets
- Long term assets 0.01 0.13 0.14 0.02 - 0.02
- Ctment assets 1.76 27.85 29.61 0.73 6.70 7.43
Total 1.77 27.98 29.75 0.75 6.70 7.45
B Liabilities
- Long term liabilities - - - - - -
- Current Liabilities 0.12 2.43 2.55 0.20 0.28 0.48
Total 0.12 2.43 2.55 0.20 0.28 0.48

c Continoent liabilities 0.01 - 0.0l - 0.01

D Canital co1n1nitments - - - -
For the neriod Previous Year
E Income 0.07 1.50 1.57 0.03 0.00 0.03
F Exnenses 0.32 0.37 0.69 0.30 0.30 0.60

10.5 The details of amount recoverable (including interest thereon) from the respective subsidiaries
are given below:
(Rs. in crore)
Name of the Subsidiary Companies Amount as Amount as Maximum. Maximum
on on during the During the
31.03.2011 31.03.2010 period previous
year
Coastal Maharashtra Mega Power 4.88 4.28 4.. 95 4.28
Limited·
Orissa Integrated Power Limited 58.40 13.67 58.40 13.67
Coastal Karnataka Power Limited 2.08 1.83 2.11 1.83
Coastal Tamil Nadu Power Ltd. 18.74 11.17 18.74 1 l.17
Chhattisgarh Surguja Power Ltd. 41.05 33.08 41.05 33.08
Sakhigopal Integrated Power Limited 0.65 0.24 0.65 0.24
Ghogarpalli Integrated Power Limited 0.53 0.24 0.53 0.24
Tatiya Andhra Mega Power Limited 5.40 0.88 5.40 0.88
Power Finance Corporation Green 2.25 0.00 2.25 0.00
Energy Ltd.
Total 133.98 65.39 134.08 65.39

456
10.6 The details of amounts payable to subsidiaries (including interest) in respect of amounts
contributed by power procurers and other amounts payable are given below:
(Rs. in crore)
Amount as Amount as Maximum Maxitnum
on on during the During the
Name of the subsidiaiy companies
31.03.2011 31.03.2010 period previous
year
PFC Consulting Limited 0.00 1.86 1.99 1.86
Coastal Maharashtra Mega Power 45.65 42.96 45.65 42.96
Limited
Orissa Integrated Power Limited 52.47 48.05 52.47 48.05
Coastal Tamil Nadu Power Ltd. 50.02 46.88 50.02 46.88
Chhattisgarh Surguja Power Ltd. 46.13 41.96 46.13 41.96
Sakhigopal Integrated Power Limited 17.74 5.15 17.74 5.15
Ghogarpalli Integrated Power Limited 16.52 0.00 16.52 0.00
Tatiya Andhra Mega Power Limited 19.26 0.00 19.26 0.00
Total 247.79 186.86 249.78 186.86

10.7 (i) Investment in "Small is Beautiful" Fund: -

The Company has outstanding investment of Rs. 8.73 crore (previous year Rs. 12.08 crore) in
units of Small is Beautiful Fund. The face value of the Fund is Rs. 10 per miit. The NAV as on
31.03.2010 was Rs. 9.80 per unit and as on 31.03.2011 is Rs. 10.08 per unit. As investment in
Small is Beautiful Fund is long term investment, the fluctuation in NAV in the cut1"ent scenario
is considered as temporaiy.

(ii) Investment in equity (unquoted) in Power Exchange India Limited:-

Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and
National Commodity and Derivatives Exchange Limited (NCDEX). The authorized capital has
been enhanced from Rs. 50 crore to Rs. 100 crore in September 2010. The paid up capital of
PXIL is Rs. 40.00 crore, as on 31.03.2011. The Company has subscribed Rs. 1.75 crore of the
paid up capital of PXIL.
11. Interest Differential Fund (IDF) - KFW

The agreement between KFW and PFC provides that the IDF belongs to the bmrnwers solely
and will be used to cover the exchange risk variations under this loan and any excess will be
used in accordance with the agreement. The balance in the IDF fund has been kept under
separate account head titled as Interest Differential Fund - KFW and shown as a liability. The
total fund accumulated as on 31.03.2011 is Rs. 49.01 crore (previous year Rs. 47.60 crore) after
adjusting the translation loss of Rs. 15.74 crore (previous year Rs. 13.73 crore).
12. The Company bmrnws money in foreign currency to finance power projects. In the opinion of
the Company, AS 16 - Borrowing costs is applicable where funds are borrowed for acquisition
of qualifying asset. The Company does not have any qualifying asset as per AS 16 and hence the
foreign exchange gain I loss have been recognized in the Profit & Loss Ale as per AS 11 - The
Effects of Changes in Foreign Exchange Rates.

457
13. (i) Foreign currency liabilities not hedged by a detivative instrument or otherwise:-

Amount (in millions)


Cu1Tencies
31.03.2011 31.03.2010
USD 381.76 427.43
EURO 26.66 27.63
JPY 42,551.04 1,590.51

(ii) The company enters into derivative contracts for mitigating exchange rate iisk in foreign
currency' liabilities and interest rate tisk in foreign cuffency and rupee liabilities.
Paragraphs 36 and 39 of the AS 11 states that in respect of forward exchange contracts not
intended for trading or speculative purpose, the forward premium I discount be amortised
over the life of such contracts and the forward exchange contracts intended for trading or
speculative purpose be marked to market. The derivatives entered into by the company are
in the nature of hedging and not in the nature of speculative or trading. The detivatives in
the nature of forwards are dealt with in accordance with AS 11.

The Institute of Chartered Accountants of India (ICAI) had issued an announcement dated
29th March, 2008 regarding accounting for delivatives which gives companies an option
either to account for losses, if any, on derivatives based on mark to market valuation or to
adopt the principles enunciated in the Accounting Standard (AS) 30 on 'Financial
Instruments: Recognition and Measurements'. The Company has not adopted AS 30, nor
accounted for mark to market losses for other derivatives outstanding as at 31st March
2011, as the ICAI, vide their announcement dated 11th February 2011, have stated, inter-
alia, that AS - 30 is not presently mandatory and that it is not expected to continue in its
present form, and hence the announcement prior to the date of 11th February, 2011, in the
management's view, does not hold good.
14. (a) Asset under finance lease after 01.04.2001:

(i) The gross investment in the leased assets and the present value of the minimum value
receivable at the balance sheet date and the value of unearned financial income are been given in
the table below:

The future lease rentals are given below:-


(Rs. in crore)
Particulars As on As on
31.03.2011 31.03.10
Total of future minimum lease payments (Gross 541.19 205.01
Investments)
Present vah1e of lease payments 355.96 160.63
Unearned finance income 185.23 44.38
Maturity profile of total of future minimum lease
nayments (Gross Investment)
Not later than one year 77.99 45.07
Later than one year and not later than 5 years 246.56 156.99
Later than five years 216.64 2.95
Total 541.19 205.01
Break up of Present Value of Lease Payments
Not later than one year 43.28 29.26
Later than one year and not later than 5 years 155.19 128.49
Later than five years 157.49 2.88
Total 355.96 160.63
I I
7

458
(ii) The Company had sanctioned an amount of Rs. 88.90 crore in the year 2004 as finance lease
for financing wind turbine generator (commissioned on 19.07.2004) which was reduced to
Rs. 88.85 crore in December 2006. The gross investment stood at the level of Rs. 46.01
crore as on 31.03.2011. The lease rent is to be recovered within a period of 15 Years,
starting from 19 .07 .2004, which comprises of 10 years as a primmy period and 5 years as a
secondary period.
(iii) The Company had sanctioned an amount of Rs. 98.44 crore in the year 2004 as finance lease
for financing wind turbine generator (commissioned on 18.5.2004). The gross investment
stood at Rs. 48.33 crore as on 31.03.2011. The lease rent is to be recovered within a period
of 20 years, starting from 18.05.2004, which comprises of 10 years as a plimary peliod and
maximum of another IO years as a secondary period.

(iv) The Company had sanctioned an amount of Rs.93.51 crore in the year 2004 as finance lease
for financing wind turbine generator (commissioned on 09.06.2005). The gross investment
stood at Rs. 65.60 crore as on 31.03.2011. The lease rent is to be recovered within a period
of 19 years 11 months, starting from 09.06.2005, which comprises of 10 years as a primary
period and maximum of 9 years and 11 months as a secondary period.

(v) The Company had sanctioned an amount of Rs.228.94 crore in the year 2008 as finance lease
for financing wind turbine generator. The gross investment stood at Rs. 381.25 crore as on
31.03.2011. The lease rent is to be recovered within a period of 20 years, starting from
31. l 0.2010, which comprises of 12 years as a p1immy period and maximum of 8 years as a
secondmy period.
b) Operating Lease:

The Company's operating leases consists:-


Premises for offices and for residential use of employees are lease mrnngements, and are usually
renewable on mutually agreed terms, and are cancellable. Rent for residential accommodation
of employees include Rs. 6.89 crore (previous year Rs. 4.06 crore) towards lease payments, net
of recoveries in respect of premises for residential use of employees. Lease payments in respect
of premises for employees are shown as rent for residential accommodation of employees in
Schedule 14 - Personnel, Administration and Other Expenses. Lease payments in respect of
premises for offices are shown as office rent in Schedule 14 - Personnel, Administration and
Other Expenses.
15. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i) The Company claims subsidy from Govt. of India at net present value calculated at
indicative interest rates in accordance with the GOI's letter vide D.O.No.32024 I 17 I 97 -
PFC dated 23.09.1997 and O.M.No.32024 I 23 I 2001 - PFC dated 07.03.2003, iffespective
of the actual repayment schedule, moratorium period and duration of repayment. The
amount of interest subsidy received and to be passed on to the borrower is retained as
Interest Subsidy Fund Account. The impact of difference between the indicative rate and
pedod considered at the time of claims and at the time of actual disbursement can be
ascertained only after the end of the respective schemes. However on the basis of the
projections made for each project (based upon certain assumptions that these would remain
same over the projected period of each loan I project), the Company estimated the net
excess amount of Rs. 35.31 crore and Rs. 229.43 crore (excluding an amount of Rs. 17.65
crore recoverable from Irrigation Department of Government of Maharashtra) as at
31.03.2011 for IX and X plan respectively under AG&SP schemes and thet'e is no shortfall.
This net excess amount is worked out on overall basis and not on individual basis and may
vary due to change in assumptions, if any, during the projected period such as changes in
moratorium pedod, repayment period, loan restmcturing, pre payment, interest rate reset
etc. Any excess I shortfall in the interest subsidy fund will be refunded or adjusted I

459
charged off at the completion of the respective scheme.
(ii) The amount of Rs. 451.87 crore (Previous year Rs. 663.49 crore) under the head Interest
Subsidy Fund, represents the amount of subsidy received from Ministry of Power, Govt. of
India which is to be passed on to the borrowers against their interest liability arising, in
future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of
the following : -
(Rs.in crore)
As on As on
Particulars 31.03.2011 31.03.10
Opening balance of Interest Subsidy Fund 663.49 908.94
Add - Received during the pe1iod -- --
: - Interest credited during the period 56.22 80.44

Less: Interest subsidy passed on to bmrnwers 117.84 169.36


Refunded to MoP:
(a) Estimated net excess against IX Plan 150.00 150.00
(b) Due to non- commissioning of Project in time -- 6.53

Closim! balance of interest subsidy fund 451.87 663.49

16. (i) The Company has been designated as the Nodal Agency for operationalisation and associated
service for implementation of the Re-structured Accelerated Power Development and
Reforms Programme (R - APDRP) during XI plan by the , MoP, GoI under it's overall
guidance.
Projects under the scheme are being taken up in two parts. Part - A includes the projects for
establishment of baseline data and IT applications for energy accounting as well as IT based
customer care centers. Part - B includes regular distdbution strengthening projects. Go!
provides 100% loan for Part A and up to 25% (up to 90% for special category States) loan
for Pait - B. Balance funds for Part - B projects can be raised by the utilities from PFC I
REC I multi-lateral institutions arid I or own resources. The loans under Part - A alongwith
interest thereon is convertible into grant as per R - APDRP guidelines. Similarly, upto 50%
(up to 90% for special catego1y states) of the loan against Part -B project would be
convertible in to grant as per R - APDRP guidelines. Enabling activities of the programe is
covered under Part - C.
The loans under R - APDRP are routed through the Company for disbursement to the
eligible utilities. The amount so disbursed but not converted in to grants as per R - APDRP
guidelines will be repaid along with interest to the GoI on receipt from the borrowers.
The details are furnished below :
(Rs. in crore)
Amount recoverable Amount payable to
from borrowers & R- APDRP Fund GOI (Interest earned
Particulars payable to GOI on Fixed Deposit)
As at As at As at As at As at As at
31.03.2011 31.03.10 31.03.2011 31.03.10 31.03.2011 31.03.10
Opening balance 1,646.09 325.10 0.00 0.00 0.11 0.00
Additions during
the year 2256.79 1,320.99 2256.79 1,320.99 6.29 0.11
Disbursements I
changes during
the year 2256.79 1,320.99
Total 3902.88 1646.09 o.oo o.oo 6.40 0.11
Interest accrued
but not due 413.01 109.70 0.48
Closing balance 4,315.89 1,755.79 0.00 0.00 6.88 0.11

460
(ii) Pending finalization of norms for payment of nodal agency fee, etc. the accounting policy
therefore was held in abeyance in 2009-10 and fee etc. had not been accounted for in
2009-10. On finalization of norms by MoP, Gol, vide Office Memorandum No. 14 / 03 /
2008 - APDRP dated 201• August, 2010, the Company has recognised in the books of
accounts, during the year ended 31.03.2011, nodal agency fee income Rs. 89.62 crore
(previous year NIL) in respect of sanctions and disbursements done in 2008-09, 2009-10
and 2010-11.

(iii) During the year ended 31.03.2011, the Company has recognized Rs. 39.20 crore as
amount reimbursed I reimbursable from the Ministiy of Power, Govt. of India, towards
the actual expenditure incurred in FY 2008-09, 2009-10 and in 2010-11 on various
activities for operationalising the programme.

(iv) As on 31.03.2011, the total amount of nodal agency fees and reimbursement of
expenditure recognised by PFC has been as under:-
(Rs. in crore)
During 20 I 0-11 Cumulative uo-to 31.03.2011
Nodal agency fees 89.62 89.62

Reimbursement of expenditure 39.20 39.20

Total 128.82 128.82

(v) As per Office Memorandum No. 14 / 03 / 2008 -APDRP dated 20'h August, 2010 of the
MoP, · Gol, the total amount receivable against the nodal agency fee plus the
reimbursement of actual expenditure will not exceed Rs. _850 crore or 1.7 % of the likely
outlav under Part A & B of R - APDRP, whichever is less.
17. The net defetl'ed tax liabilities of Rs. 82.97 crore (previous year Rs. 46.95 crore) have been
computed as per Accounting Standard 22 Accounting for Taxes on Income.

The breakup of defetl'ed tax liabilities is given below: -


(Rs. in crore)
As on As on
Description
31.03.2011 31.03.2010
(a) Deferred Tax Asset (+)
(i) Provision for expenses not deductible under 18.02 7.06
Income Tax Act
(b) Deferred Tax Liabilities (-)
(ii) Depreciation -0.44 -0.12
(iii) Lease income on new leases -99.69 -53.36
(iv) Amortization -0.86 -0.53
Net Defell'ed Tax liabilities (-)/Assets ( +) -82.97 -46.95

10

461
18. In compliance with Accounting Standard - 20 on Earning Per Share issued by the Institute of
Chartered Accountants of India, the calculation of Earning Per Share (basic and diluted) is as
under:-

Current year Previous year


Particulars 31.03.2011 31.03.2010
Net Profit after tax used as numerator (Rs. in 2619.58 2,357.25
crore)
Weighted average number of equity shares used as
denominator (basic & diluted) 114,77,66,700 114,77,66,700

Earning per share (basic & diluted) (Rupees) 22.82 20.54

Face value per share (Rupees) 10 10

19. The Company has no outstanding liability towards Micro, Small and Medium enterprises.
20. The value of lease hold land aggregating to Rs. 37.87 crore (previous year Rs. 38.33 crore)
comprises of Rs. 31.83 crore (previous year Rs. 31.83 crore) paid towards cost of land to Land
and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty of Rs.
2.01 crore (previous year Rs.2.47 crore) and capitalization of ground rent of Rs.4.03 crore
(previous year Rs. 4.03 crore) up to the date of completion of building. The Land and
Development Office have executed the perpetual lease deed on 23.03.2011. The registrafron of
the perpetual lease deed is under process.

Leasehold land is not amortized, as it is a perpetual lease.


21. Liabilities and assets denominated in foreign currency have generally been translated at TT
selling rate ofSBI at year end as given below: -

S.No. Exchange Rates 31.03.2011 31.03.2010


1 USD/ INR 45.1400 45.5800
2 JPY /INR 0.5484 0.4900
3 EURO/INR 63.9900 61.3100

In-case of specific provision in the loan agreement for a rate other than SBI TT selling rate, the
rate has been taken as prescribed in the respective loan agreement.
22. Disclosures as per Accounting Standard -15 :-

A. Provident fund

The Company pays fixed contribution to provident fund at prescribed rates to a separate trust,
which invests the funds in permitted secmities. The contribution to the fund for the period is
recognized as expense and is charged to the profit and loss account. The obligation of the
Company is to make such fixed contribution and to ensure a minimum rate of return to the
members as specified by Gol. Any short fall for payment of interest to members as per specified
rate of return has to be compensated by the Company. The Company estimates that no liability
will take place in this regard in the near future and hence no further provision is considered
necessaty.

B. Gratuity

The Company has a defined gratuity scheme and is managed by a separate trust. The provision
for the same has been made on actuarial valuation based upon total number of years of service
rendered by the employee subject to a maximum amount of Rs. l 0 lakh.

'"
11 ~«<"
r.:.···7
'" 1~ ·"

462
C. Post Retirement Medical Scheme (PRMSl

The Company has Post-Retirement Medical Scheme (PRMS), under which retired employees
and the dependent family members are provided medical facilities in empanelled hospitals.
They can also avail of reimbursement of out-patient treatment subject to a ceiling fixed by the
Company.

D. Te1minal Benefits

Terminal benefits include settlement in home town for employees & their dependents.

E. Leave

The Company provides for earned leave benefit and half-pay leave to the credit of the
employees, which accrue on half yearly basis @ 15 days and 10 days, respectively. 75% of the
earned leave is encashable while in service and a maximum of 300 days earned leave can be
accumulated, which is encashable on superannuation I separation. Half pay leave is encashable
on separation after 10 years of service or at the time of superannuation subject to a maximum of
300 days. The liability for the same is recognized, based on actuarial valuation.

The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of
actuarial valuation.
The summadsed position of various defined benefits recognized in the profit and loss account,
balance sheet are as under [Figures in brackets ( ) represents to previous year}

i)Expenses recognised in Profit and Loss Account


(Rs.in crore)
Gratuity PRMS Leave

Current service cost 0.92 0.26 1.73


(0.80) ( 0.24) (1.29)
Interest cost on benefit obligation 0.84 0.49 0.96
(0.59) (0.27) (0.54)
Expected return on plan assets -0.69 0.00 0.00
(-0.53) (0.00) (0.00)
Net actuarial (gain)/ loss recognised in the 0.65 0.17 0.65
year (1.90) ( 2.58) (5.53)
Expenses recognised in Profit & Loss Account *I.72 0.92 *3.34
(2.76) (3.09) (7.36)

(*) Includes Rs.0.10 crore (previous year Rs.0.08 crore) and Rs. 0.15 crore (previous year
Rs.0.11 crore) for gratuity and leave, respectively allocated to subsidiaiy companies.
ii) The amount recognized in the Balance Sheet
(Rs. in crore)
Gratuity PRMS Leave
Present value of obligation as at 31.03.2011 (i) 12.69 7.13 15.47
(11.18) (6.44) (12.84)
Fair value of plan assets at 31.03.2011 (ii) 10.57 0.00 0.00
(8.42) (0.00) (0.00)
Difference (ii) - (i) -2.12 -7.13 -15.47
-2.76) ( -6.44) -12.84)
Net asset I (liability) recognized in the Balance -1.72 -7.13 -15.47
Sheet (-2.76) (-6.44) ( -12.84)

12

463
iii) Changes in the present value of the defined benefit obligations
(Rs. in crore)
Gratuity PRMS Leave

Present value of obligation as at 01.04.20 I 0 I 1.18 6.44 12.84


(7.96) (3.66) (7.15)
Interest cost 0.84 0.49 0.96
(0.59) (0.27) (0.54)
Current service cost 0.92 0.26 1.73
(0.80) (0.24) (1.29)
Benefits paid -1.04 -0.23 -0.71
(-0.07) ( -0.3 I) ( -1.67)
Net actuarial (gain)/loss on obligation 0.79 0.17 0.65
(I.90) (2.58) (5.53)
Present value of the defined benefit obligation 12.69 7.13 15.47
as at 31.03.2011 (11.18) (6.44) (12.84)

iv) Changes in the fair value of plan assets


(Rs. in crore)
Gratuity PRMS Leave
Fair value of plan assets as at 01.04.2010 *7.92 0.00 0.00
(7.96) (0.00) (0.00)
Expected return on plan assets 0.69 0.00 0.00
(0.53) (0.00) (0.00)
Contributions by employer 2.86 0.00 0.00
(0.00) (0.00) (0.00) •.
Benefit paid -1.04 0.00 0.00
( -0.07) (0.00) (0.00)
Actumial gain I (loss) 0.14 0.00 0.00
(0.00) (0.00) (0.00)
Fair value of plan assets as at 31.03.201 I *10.57 0.00 0.00
(8.42) (0.00) (0.00)
* It has been revised from Rs. 8.42 crore to Rs. 7.92 crore during the current financial year,
after finalisation and audit of accounts of Gratuity Trnst for the financial year 2009-10.

v) One percent increase I decrease in the inflation rate would impact liability for medical cost of
PRMS, as under:-

. Cost increase by 1% Rs. 0.14 crore


Cost decrease by 1% Rs. 0.11 crore

vi) During the year, the Company has provided liability towards contribution to the Gratuity
Trnst of Rs. 1.79 crore, to PRMS of Rs. 0.92 crore, to leave Rs. 3.34 crore and to pension Rs.
2.28 crore. (previous year towards contribution to the Gratuity Trnst of Rs.2.76 crore, to
PRMS of Rs.3.09 crore, to leave Rs.7.36 crore and to pension Rs.1.78 crore).

F. Other Employee Benefits:-

During the year, provision of Rs. - 0.03 crore (previous Year Rs. 0.04 crore) has been made for
Economic Rehabilitation Scheme for Employees and provision of Rs. 0.65 crores has been made
for Long Service Award for Employees (Previous year Rs. 0.01 crore reversed) on the basis of
actum·ial valuation made at tlie year end by charging I crediting the profit and loss account.

13

464
G. Details of the Plan Asset:-

The details of the plan assets at cost, as on 31.03.2011 are as follows:-


(Rs. in crore)
SL Particulars 2010-11 2009-10
i) State Government Secudties 3.83 1.37
ii) Central Government Securities 2.50 2.18
iii) Corporate bonds I debentures 4.24 4.87
Total 10.57 8.42

H. Actuadal assumptions
Principal assumptions used for actuarial valuation are:-

Method used Projected Unit Credit Method


Discount rate 7.50%
Expected rate of return on assets - Gratuity 8.77 %
Future salary increase 5.00%
The estimates of future salmy increases considered in actuadal valuation, take into account of
inflation, seniority, promotion and other relevant factors, such as supply and demand in the
employment market.
23. Details of provision as required in Accounting Standard - 29.
(Rs.in crore)
Particulars Financial year Financial year
2010-11 2009-10

Post Retirement Medical Scheme

Opening Balance 6.44 3.66


Addition during the year 0.92 3.09
Amount paid I utilized during the year 0.23 0.31
Closing Balance 7.13 6.44

Gratuity

Opening Balance 2.76 3.02


Addition dming the year $ 1.79 2.76
Amount paid I utilized during the year 2.83 3.02
Closing Balance l.72 2.76
$Addition for the FY 2010-11 inCludes Rs. 0.07
crore related to FY 2009-10
Pension*

Opening Balance 1.78 0.00


Addition during the year 2.28 l.78
Amount paid/ utilized during the year 0.00 0.00
Closing Balance 4.06 l.78

Leave Encashment

Opening Balance 12.84 7.15


Addition dming the year 3.34 7.36
Amount paid/ utilized during the vear 0.71 l.67
Closing Balance 15.47 12.84
14

465
Wa!!e Revision

Opening Balance 6.20 21.89


Addition during the year 0.71 1.57
Amount paid I utilized during the year 6.91 17.26
Closing Balance 0.00 6.20

Economic Rehabilitation Scheme for


Employee
Opening Balance 1.31 1.29
Addition dming the year -0.03 0.04
Amount paid I utilized during the year 0.02 0.02
Closing Balance l.26 l.31

Bonus I Incentive I Base line Compensation

Opening Balance 16.33 9.76


Addition during the vear 17.78 14.32
Amount paid/ utilized during the year 9.59 7.75
Closing Balance 24.52 16.33
.

Leave Travel Concession


Opening Balance 0.00 2.34
Addition dming the year 0.00 0.15
Amount paid I utilized during the year 0.00 2.49
Closing Balance 0.00 0.00

Ba1mal!e Allowances

Opening Balance 0.05 0.05


Addition dming the year 0.00 0.00
Amount paid I utilized during the year 0.00 0.00
Closing Balance 0.05 0.05

Service Award
Opening Balance 2.10 2.11
Addition during the year 0.65 -0.01
Amount paid I utilized during the year 0.00 0.00
Closing Balance 2.75 2.10

Income Tax
Opening Balance 1,337.29 1,489.88
Addition dming the year 898.99 800.55
Amount refunded I adjusted 21.15 953.!4
Closing Balance 2,215.13 1,337.29

Fringe Benefit Tax


Opening Balance 0.80 2.90
Addition during the year 0.00 0.00
Amount adjusted during the year 0.00 2.10
Closing Balance 0.80 0.80

15

466
Proposed Final Dividend
Opening Balance 172.17 154.95
Addition dming the year** 197.99 172.17
Amount paid I utilized during the year 172.17 154.95
Closing Balance 197.99 172.17

Proposed Corporate Dividend Tax


Opening Balance 29.26 26.33
Addition during the year 32.12 29.26
Amount paid I utilized during the year 29.26 2.6.33
Closing Balance 32.12 29.26

* Pension: In view of the guidelines of the Department of Public Enterprise (DPE) for providing
superannuation benefits with effect from 01.01.07, the Company is in the process of finalizing
pension scheme for its employees. Pending finalisation of the scheme, the Company has made
a provision of Rs. 2.28 crore during the period (previous year Rs. 1.78 crore for the peliod·
from 01.01.2007 to 31.03.20 I 0).

** The Company paid an interim dividend of Rs. 3.50 per equity share of Rs. 10 each
amounting to Rs. 401.72 crore on 22.01.2011 on the then paid up equity share capital of Rs.
1147.77 crore. The Company has issued 17,21,65,005 number of equity shares in May 2011
resulting in an increase of Rs.172.16 crore in paid up equity share capital. The Board of
Directors recommended a final dividend of Rs. 1.50 per equity shares of RS. IO each
amounting to Rs. 197.99 crore on the post issue paid up equity share capital of Rs. 1319.93
crore subject to shareholders' approval in the Annual General Meeting. Total dividend for the
financial year 20010-11 is Rs. 5.00 (interim dividend of Rs. 3.50 and final dividend of Rs.
1.50) per equity share of Rs. 10 each on the pre issue share capital of Rs. 1147.77 crore and
Rs. 1.50 (final dividend) on the additional share capital of Rs. 172.16 crore issued in May
2011.

24.
(i) During the year, the Company has sent letters seeking confirmation of balances as on
31.12.2010 to the borrowers. However, confirmations in few cases were yet to be received.

(ii) Some of the designated bank accounts opened for making interest payment to bondholders
I debenture holders have outstanding balance of Rs. 0.50 crore are subject to reconciliation
I confirmation.

16

467
25. The Capital Funds, Risk Weighted Assets and Capital Risk Adjusted Ratio (CRAR) of the
Company are given hereunder:-

Items current year (*) Previous year


Capital Fund - a. Tier I (Rs. in crore) 14,197.62 12,418.72
i) - b. Tier II (Rs. in 984.88 842.07
crore)
ii) Risk weighted assets (Rs. in crore) 96,669.24 72,880.84
iii) CRAR 15.71% 18.20%
iv) CRAR - Tier I Capital 14.69% 17.04%
v) CRAR - Tier II Capital 1.02% 1.16%

(*) Reserve Bank Ofindia (RBI), vide their letter No. DNBS.CO. ZMD-N I M-67 I 55.16.009
I 2010-2011 dated 28.02.2011, has advised the Company to assign a risk weight of 20% to
State Government guaranteed loans, which have not remained in default.

Reserve for bad and doubtful debts u/s 36 (i) (viia) (c) of Income Tax Act, 1961 is
considered as part of Tier II Capital, as advised by RBI, vide their letter No.
DNBS.CO.PD.No. 6774 I 03-10-01I2009- 10 dated 17.06.2010.
26. The Company has no exposure to real estate sector as on 31.03.2011.
27. The Company does not have more than one reportable segment in terms of Accounting Standard
No. 17 on Segment Reporting.
28. Previous year's figures have been re-grouped I re-mrnnged, wherever practicable, to make them
comparable with the cmTent period.

29. Figures have been rounded off to the nearest crore of rupees with two decimals.
(Notes at Part A (A I to A 18), Pmt B and Part C form an integral part of Balance Sheet and
Statement of Profit & Loss.)

17

468
RELATED PARTY DISCLOSURES (STANDALONE)

Name of Party Relationship Nature of Transaction


31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12 31-Mar-11

M KGoel CMD Managerial Remuneration 0.25 - - - -


Managerial Remuneration
- 0.55 0.64 0.57 0.38
Satnam Singh CMD
0.48 0.60 0.57 0.55 0.39
Managerial Remuneration
M KGoel Director
Managerial Remuneration
- - - 0.40 0.37
Rajiv Sharma Director
Managerial Remuneration
0.84 0.51 a.so 0.42 0.33
R Nagarajan Director
M~agerial Remuneration
0.66 0.45 0.26 - -
A KAgarwal Director
0.27
Managerial Remuneration
Manohar Balwani* Company Secretary
*Pursuant to Companies
~ .
Act 2013, Company Secretary has been included in the definition of Key Managerial. Personnel from FY 2014-15.

"
~
i~
\ '\:i,,
";. \

469
Summary of Accounting Ratios(Standalone)

! Annexure VII
(<in crore)
I

Description
Year ended Year ended Year ended I Year ended Year ended
31.03.2015 31.03.2014 31.03.2013 I 31.03.2012 31.03.2011
I
I

Net Profit after tax 5,959.33 5,417.75 4,419.60' 3,031.74 2,619.58


.
Weighted average number of shares
outstanding during the year (Basic) 1

1320040704 1320031803 1319982855 1295000707 1147766700


I
Welghted average number of shares
outstanding during the year (Diluted)
1320040704 1320039328 13199909391 1295000707 1147766700
Net Worth 32219.21 27374.61 23576.15 20192.11 15182.49
Average Net Worth 29,796.91 25,475.38 21,884.13 17,687.30 14,221.64

Accounting Ratios

Basic & Diluted Earning Per Share 45.15 41.04 33.48 23.41 22.82
Net Assets Value Per Share (Rs.) 244.08 207.38 178.61 155.92 132.28
I
Return on Average Net Worth(%) 20.00% 21.27% 20.20% 17.14°/ol 18.42%
Long Term Debt/ Net worth 5.12 5.21 I 5.14 4.751 4.61
Total Debt/ Net worth 5.83 5.82i 5.92 5.45: 5.64
--~-
'

b\p-,

!>

470
Statement of Dividend paid(Standalone)
Annexure VIII
I '
(~in crore)

Year ended Year ended Year ended Year ended Year ended
Description
31.03.2015 31.03.2013 31.03.2013 31.03.2012 31.03.2011

Face value of equity shares 10 10 10 10 10

Equitv share capital


' 1,320.04 1,320.04 1,320.02 1,319.93 1,147.77
'
Amount of Dividend: !

Interim Dividend Paidi 1,122.04 1,161.64 792.01 659.97 401.72


Proposed Final Dividend' 79.20 26.40 132.00 132.00 197.99
Total 1201.24 1188.04 924.01 791.97 599.71
'

Rate of Dividend 91.00% 90.00% 70.00% 60.00% 50.00%

Corporate Dividend Tax 240.22 201.90 150.91 128.47 98.84

/;o-~
y

;/'

471
i \ .- :- -- <
Statement of Tax Shelters (~s ~~! _A_udit_ed Ac_coun_~s}
-

---- - -------- -
(1' in Crore)
FOR THE YEAR FOR THE YEAR FOR THE VEAR FOR THE YEAR FOR THE YEAR
PARTICULARS
ENDED 31.03.15 ENDED 31.03.14 ENDED 31.03.13 ENDED 31.03.12 ENDED 31.03.11
Profit before Tax as per books of accounts 8,376.07 7,558.01 5,958.22 4,103.43 3,544.21
(Before_~_~A_t\dJustments) - (A)
Tax Rate 33.99% 33.99% 32.45% 32.45% 33.22%
Tax at appllcabl~!~te 2,847.03 2,568.97 1,9~3.15
-
1,~31.36 _____1,177.30
Adjustments: ----
Permanent Differences (Non-reversible difference
~!\'_le_en accounting Income & taxable income): - ---

~r_o_fit (-)I Loss(+) on sale of Assets ··--


-0.03 0.09 0.04 0.03 0.06
'
Wealth Tax/ Municipal Tax 0.00 0.00 0.00 -
0.01 0.00
....

Prior Period Adjustments 6.08 0.77 0.00 0.83 0.00

Reserve for bad &_doubtful debts u/s 36(1)(viia)( c) -387.49 -


-321.43 -250.40 -173.73 -142.46

------
Special Reserve u/s 3_6{1){viii) -1,850.10 -1,~~.7'! _:-_1,155.90 -776.19 -598.47

Dividend Income -42.06 -5.97 -15.05 -10.28 -6.41


---- ·-

-
Tax on perquisites of leased accommodation of 0.00 0.00 0.00 0.12 1.12
employees --- - -·

------
Exp~i:i.ses u/s 14A in relation to exempt lnC~J!le_· 0.17 19.01 7.93 2.30 3.00
-- -··

Interest u/s 234B&C & interest on delayed payment of 4.32 5.53 4.07 4.91 0.27
TDS

Provision for contlng_~_ncies 842.91 469.89 80.85 142.79 31.79

··-·---- - - - ·
Special Reserve offered to tax claimed on Income from 6.82 17.80 0.00 2.03 12.83
pre-matt,!~~d loan in earlier years - ..... -- ·----
~---- ----
Decre~~,{ Increase(-) in value of Investments 1.06 -0.15 0.00 -0.02 -0.07

CSR Expendi~~E_€ 115.91 29.44 -6.15 0.00 0.00


- .--. ... - ·---
Total Permanent l?ifference (BJ ·_1,302.40 -1,249.77 -1,334.60
--·· ---- -- -807.20 -698.34
. ------
Timing Differences (Reversible Difference between
Accounting Income & Taxable Income In future):
- --·---
---·
Difference between depredation as per Cos. Act & 1.59 -1.10 -8.36 -40.20 -178.45
depreciation a~J_-1_er LT. Act 1961

Income from leased assets 26.93 45.87 41.51 33.73 29.26

Provision for retirement and other employee benefits -3.25 4.27 10.52 11.17 10.59
expens~_s_u/s 43 B ·- ----

~1~~ Exchange Translation L()_Ss/Gain(-) 265.13 -250.13 91.22 0.00 0.00


-
Computer Software acquired {sec9 {i) (vi) read with -0.48 -0.01 -1.01 0.00 0.00
2nd provis_o to sec 40{a) of IT Act)

- . -·
Total Tlmi~g Differences (CJ ·-
289.92 ·201.09 133.89 4.71 -138.60
. -·
Incomes Considered Separately

Rental Income -0.15 -0.14 -0.12 0.00 .. -0.02

Profit on sale of investment -1.31 0.00 -0.05 -0.84 -1.78


-- -
~~-~I Incomes Considered ~-~p_arately (D) -1.46 -0.14 -0.17 -0.84 ·1.81

-
Taxable Rental Income (E) 0.10 0.09 0.09 0.00 0.02
- - . ----

Capital gain (F) 0.00 0.00 0.10 0.74 1.34


Recasted Profit (A)_+(B)+(C) + (D) +(E) + (F) 7,362.23 6,107.11 4,757.52 3,3Q_Q.~3 2,706.82
Tax on Income Oth_er than capital gain 2,502.42 2,075.81 1,543.54 1,070.71 898.69
Ta_x on Capita I Gai~ 0.00 0.00 0.02 0.16 0.30
- ·-· --- .

,,.v
Interest u/s 234B&C 4.32 5.22 4.07 4.90 0.22
Total Tax Llabltity on recasted profit,' c. 2,506.74 2,081.02 1,547.63 I 075.78 899.21
,/
~

472
Capitalization Statement(Standalone)

AnnexureX
l~ in crore'

Year ended Asat Year ended Asat Asat


Description i
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Debts
Short term debt - Current 4064.41 1314.49i 8709.97 4071.20 6255.59
Long term debt - Non current 164973.46 142491.57' 121150.86 95866.98 69984.03
Current 18735.28 15409.00 9612.08 10187.73 9323.50
I
Total Debt 187773.15 159215.06 139472.91 110125.91 I 85563.12
'

Shareholders' Funds j I
Share Capital 1320.041 1320.04 1320.02 1319.93 1147.77
Reserves & Surplus 30899.17 26054.57 22256.13 18872.18 14034.72
Net worth 32219.21 27374.61 23576.15 20192.11 15182.49

Long Term Debt I Net worth 5.12 5.21 5.14 4.75 4.61
Total Debt I Net worth 5.83 5.82 5.92 5.45 5.64
-
~
\

473
Details of Contingent Liabilities as at

(~In crore)

Nature of Transaction 31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12 31-Mar-11

Guarantees issued in foreign currency 4.69 25.07 41.34 56.40 67.02

Guarantees issued in Indian currency 262.84 299.20 335.57 371.93 400.00

Demand Raised by authorities and disputed 149.88 129.13 123.89 105.04 14.32

Claims not accepted 0.04 0.04 0.04 0.00 7.80

Letter of Comfort 787.32 2274.96 4247.61 5730.38 5,758.02

Bank guarantee issued by the Company in Indian


Currency. - - - 135.32 50.04

~
\~
\

' ~!

474
POWER FINANCE CORPORATION LIMITED
- ··- . -

CIN L65910DL1986GOI024862
· -

Statement of Consolidated Assets & Liabilities


··-
(tin crore)

Description Note As at As at As at As at As at
Part A 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
I
L A. EQUITY & LIABl.LITIES

-
(1 Share Holders' Funds

(a) Share Caettal A·1 1320.04 1320.04 1320.02 1319.93 1147.77


- (b) Reserves & Surplus M 31091.31 26202.23 22359.70 18957.61 14093.04
32411.35 27522.27 23679.72 20277.54 15240.81
-·-
(2) Non-Current Liabllltles
(a) Long Term BorrO".•.iog
·-
Secuied A-3 20786.66 22776.66 6636.67 5361.55 235.36
Unsecured A-3 144208.75 119714.91 114514.19 90505.43 69748.67
164995.41 142491.57 121150.88 95866.98 69984.03

(b) Deferred Tax L!a_bi!iUes (Net) 188.27 273.00 218.63 86.75 -~


(c) Other !-:ong Term Liabilities A·4 333.81 347.62 539.81 65o.64 678.38
(d} Long Term Provisions. A-5 963.97 473.19 162.35 41.98 25.16
·-
(3 Current Liabilities .
~
(a) Short -Tei:m BorrOWing M . -
secured 1928.17 0.24 860.55 294.47 0.00
-··
Un-secured 2136.24 1314.49 7849.42 3776.73 6255.59
~-·
(b) Tr~?e Payables 17.04 2.54 2.69 1.22 O.SS
(c) Other Current Liabiflties
(i) Current Maturity of long term BorrO\·ll~ A·3
~ -· ··-
Secured 1990.00 0.00 0.00 0.00 0.00
~ -- 15409.00 9612.08 10187.73
·--
9323.50
Un-secured 16745.28
-
{c) OtherS A-4 6672.68 .. 6246.31 5052.23 3789.40 2794.68
- (e) Short _"!_erm Provisions A·S 529.43 239.47 211:02 292.82 304.27
·-
30018.84 23212.08 23587.99 18342.37 18678.72
-· ----
- ...
Total 228911.65 194319.71 169339.36 135166.26 104690.00
. -
JI. ASSETS
-
(1) Non-current Assets
- ---- --·
a) Fixed Assets A·6
(i) Tangible Assets 142.65 104.00 102.40 99.63 94.92
---- ··--
34.85 27.29
- 23.01
less: Accumulated DeQ!:eciali_on 42.94 31.24
99.71 69.15 71.16 72.34 71.91
-· -
-· ..
(ii) lnlangib!a Assets
-·-·
8.34 7.80 7.89 6.88
··~
4.23
less: A_ccumulated Amortization 6.55 5.35 4.10 2.61 1.56
... 1.79 2.45 3.79 4.27 2.67
·-- ·-- ·-
-
- (lH) Capital Works in Progress 2.4i 0.68 0.00 0.45 2.28
·-
(b) Non--~_urrent investments A:i ·-
Tr8de 12.00 12.00 12.00 12.00 12.00
Others ·-. 11.80 11.60 f1.03 .!0.92 10.72

(c) loog_Term loans A-8


- ·--
Secured 129710.11 112505.80 81738.47 61007.57 43894.69
·- 4352'9.09
Un-Secured 68220.23 56310.39 60785.69 50919.42
197930.34 168816.19 142524.16 1120.16.99 87423.78

{?) Other Non Current Assets


-

(i) Fixed Deposits \•.ith Scheduled Banks


A-11 93.27 27.36 22.85 13.26 59.32
_~original maturity more than ti.•1e!ve montl!sJ
··-
(ii} Other A·9 225.64 210.61 376.80 115.31 157.00
- --·

(2) Current Ass&ts ----


(a) Current Investments A-10 504.W 3.83 3.83 3.83 --~
(b) Trade receivaba\es

More thill Six Months 9.57 1.11 2.25 0.89 1.34
Others 19.02 5.93 4.12 3.16
(c) ~~sh ancf88nk Balances A-11 5361::36 459.49 4957.61 2087.76 2384.92

(d) Current Maturity of Long Term loans f>.B

SeCtJred 10725.25 12621.28 10433.13 7400.49 4300.18


-. un:secured 5588.58 4944.27 4987.48 4380.24 5732.56
-· ·-
16313.83 17565.55 15420.61 11870.73 10032.74
(e) Short Term loans A-8-
--- ----
----- Socured 549.88 912.98 1,000.00 2,267.02 500.00
- --
Un-Secured 2,337.34 1,483.08 1,416.11 3,910.85 1,605.77
2887.22 2396.06 2416.11 6177.87 2105.77
(f) Ot~er Assets A.9 5433.64 4737.72 3513.04 2116_.~a 2421.72

Total
·---
228911.65 194319.71 169339.36 135166.26 104690.00
.. .

475
POWER FINANCE CORPORATION LIMITED
CIN L65910DL1986G0\024862
Statement of Consolidated Profits & Losses
I ---,-
{~in crore)
. .

Description
Note i Year ended 1
Year ended: Year ended Year ended. Year ended
Part A ! 31.03.2015 ! 31.03.2014 i 31.03.2013 31,03.2012 '31.03.2011
' '
--. - - --. - - -- --- --' -- ---+-- --- --- - __J_ --- _l_
1
-- 1-- -
1. Revenue from Operatio_n_s_ , I 1
__.CaJln1eresL _______ ·--- ___ --· __:j:_1_2-_L--2458949)-~ori4s5' 16755.44[ 12439801 961927
) Consulta_ncy I Advisory _Service_s i _I _56. 78 42.20_ 1 32.33 47.93 1 _ _46.46
. - - -.-- --:__i-:: --_i_-- 159.82:-. - 197.13i ---161.06
- ) Olher_Operating Income_ _ _
.--~----. £.-- - J - I- I - 388.. 5g!.. 187.07
- 247.771 . -94.61

---1·
_ (d)Oth.erFinanc.·ialSe.rvices __
.
--- -- -- --- ----
rr. Otherlncome
--.. --- --- - . .12
-
_-146.79\_.
:!1g52.8_8j_ 21<!0,2.4.7_:_17135.90
- l - :'
. . 148 . 82 . _ 2§S.99···
12884.32110019,33
I -- -
- Other Income---=--~ -- -- 1.L_ - -_ _5_900~ 27.45! 18.961- 33~ 3915
. . I
III _ -~--=- Total(l+l_I)__ -~ -- - 25011.88! 21429.931 17154.86 12917.531 10058.48

- I":__EXPENSES- ~~--. ---. - - . - ~- - I -- I_=- :-~ l-__.=-I_ -


IFinance cost .- _
!sand Issue expenses
... - - __ . --. . __ __ ··=1' _1_4_
15
_l_ . _1_5_4.5.. 0.28i
i 31AOT
1:JQ0.7J9L 10832.90T::" 828.7.81 f . 6270.84
79.09: 97.33"l 196.89i 63.05
1
~~~::roenef~~':~:1~ci~~~:: · -- -~
~v_i_~ionf.ordeclineinvalueof_.in_~estme~_
·. - J
16
::i.i -· _ ~~~6;: 4;~~~ . ~~:!;! - 1!Ufil- -~~;~
-~O·.~~- -0.0.~~f-. -0..02! ___ -0_:96
-i· ·-'+__
·
__ - - · -.-. --. __ ._1_.0_f?J_
Oepreci~tionand_Amortizatio~expenses_ _ _ _ _ _ ________; __ 7.9~; ___ 5_.?]; ___ 5.~ __5.S~i ~~
_CSRExpenses_ _ · - - __ ___ - - · 11_8_.50L -~~23[_. 16.30j . - 1~_11.86
Other Expenses_ . _ .__ -· ._ _ _ _ _ _ . 1_7_ L_14,ill_ __83.7§_'_ _46_.10+--- 42.351_.. 17.27
Prelimina_ryExpenses.\'lrjteen._o[_ - -.. · - -... ·--. ---.. I __ O.OQ: __ O.OOJ __ O_._QQL __2.?7~ __ 0.01
Prior Period Items (net) 18 T (2.14) (0.23 i 8.92 I 0.87)1 0.08
- . . . . .- _ . _ Total __ -_ - _ __t:-___:::- 16566.01~ 13805.so_L 1::-341 __ 87~8:_6472.89

v. rofit before exceptional and extra~dinary items an~ (111-1~)


tax _ ---i- _-_-_- 8445.87:=-7624.42i_ 5993.52~ 4145.85/ _ 358_5.59

vI. Exceptional ite_~_ __ __ __ ___ --1 _ I _o.oqt __ o.oo_,_ -~OQi ____Q:Qo]-- o.o~
=- ~-= 8445~
vrr. Profit before extraordinary items and tax (V-V_IL_

~1~1. E_xtrao~din8ryi-teijiS -~-


-"'.:_.ProtitBeforeTax(v11-v111)--=-
_

--- --- -
• = . -r -.· _f =~~5.~o:oot =
=t -=i_:_
_7624:.\[

00"¢ _· .

.-_1624.42t
5993.521 _ 414S.85:

06* _ooo:
_5993.51 4145.85! __ 3585.59
3585.59

o.oo

x.-1D~xc~~~~~~:: - - - - --1' -- =f-- ------j-- -----: -- _J --- -~:- --

~ :~~~~~~~;.:~~ . - .. - . - - .. ·-_ ·-=t-·


·_ l- .u~0~Nt- - _2~~8~F(~;~10~~1 10(~51~~1 <;~24~~ •
-- -- - -· --- - -. - -- -. -- - r- -- , - - - : - .. ·--
2525.20! 2108.21 i 1423.90 1083.19• 902.49

I .· 1-=
-~

c2>Deferred Tax liability(+)/!\_sset(cl_==--=--=---= _-_:!!3.731 - - 54.371 13U8!= - 3.811-=-35.9-tl


-- ·-- -- -- -- -- -- ---- -- -- _L_ I
xr. Profit Loss for the eriod from continuin o erations IX~X 6004.401 5461.84' 4437.74: 3058.85:' 2647.12

476
NOTE -PartA-1
-
CONSOLIDATED SHARE CAPITAL
<in crore)

Description As at As at As at As at As at
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Authoi-ised :
-

200,00,00,000 Equity shares of <10/- each


(Previous year 200,00,00,000 shares of <10/- each)
2000.00 2000.00 2000.00 2000.00 2000.00
- ·-
·-
lssuedi sub~cribed and paid up :
. - ·-
132,00,40, 704 Equity shares of< 10/- each fully paid-up
(Previous year 132,00, 15,011 equity shares of< 10/- each
fully paid up) 1320.04 1320.02 1319.93 1147.77 1147.77
·-
~

Add: Nil Equity shares of< 10/- each fully paid-up


(previous year 25,693 equity shares of< 10/- each fully paid- 0.00 0.02 0.09 172.16 0.00
-
-- ..


Notes:-
~--·
TOTAL 1320.04 1320.04
...
1320.02 1319.93 1147.77

---· ~-·-

1. During the year, the Company has neither issued nor bought back any shares.
2. The-Company has only on8 class of equity shares having a par Vii1ue of~ 10/- per share. The holders of the equity shares are entitled.to
3:- During the year, no shares have beeri.8llotted under ESOP scheme. Out of options granted for fy 2009-10, remaining options for 327 equity
shares were not exercised and have lapsed during the year .
··-
4. Information on Shares in the comp8ny held by each Shareholder holding rilore than 5 percerlt of paid -up equity share capitci-1:
Name of Holders 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
0
/o of Share
72.80 72.80 73.72 73.72 89.78
Holding
·-· v•
President of India Shares 960,955,589 960,955,589 973,061,665 973,061,665 1,030,450,000

Amount
960.96 960.96 973.06 973.06 1030.45
('tin crore)

o/o of Share
6.90 7.80 5.77 5.83
Holding
•VO
-
Life Insurance Corporation of India
Shares 91 ,071,654 102,899,599 76, 164,471 76,890,731
.
Amount
91.07 102.90 76.16 76.89
('[in crore) ..
Note:- The number of units appearina in description column pertains to the shares as on 31.03.2015

477
NOTE ·Part A· 2
- -
CONSOLIDATED RESERVES & SURPLUS -
(t' in crore)
-.
As at As at As at As at As at
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

-
(A) Securities Premium Reserve
Opening balance 4096.37 4094.50 4092.6~ 851.10 851.10
Add: Addition during the year 0.00 1.87 1.51 3261.48 o~
Less: Issue Expenses (FPO) 0.00 .Q.32 19.91 0.00
~-

Total (A) 4096.37 4096.37 4094.50 4092.67 851.10


(B) Debenture Redemption Reserve
-
Opening balance 546.08 274.85 55.79 0.06 0.00
~-

Add: Transfer from Pr~fit and loss Appr9priation 310.20 271.23 219.06 55.73 0.06
Total (B) 856.28 546.08 274.86 55.79 0.06
~-

(C) Others

(I) ~~-serve for Bad 8._doubtful debts _uis 36 (1} (vila) (cfo"f
Opening balance
1730.44 1409.01 1158.61 984.88 842.07
-
Add: Transfer from Profit and Loss Appropriation 387.49 321.43 250.40 173.73 142.47
Add: Transfer from Statement of Profit & Loss
(Ba!an~. Sheet head) 0.00 0.00 0.00 0.34
2117.93 1730.44 1409.01 1158.61 984.88

- -
Special Reserve created u/s 36(1)(vlll) of
(ii)
lnco!"e Tax Act, 1961_ upto Financial Ye,ar 1996·97 599.86 599.85 599.85 599.85 599.85

-· - -
Special Reserve created and maintained u/s 36 (1) (viii) of
(iii)
Income Tax Act, 1961 from Financial Year 1997-98
-
Opening ~.alance 8624.76 7139.87 5982.08 5204.32 4574.64
-
Add: Transfer from Profit and Loss Appropriation 1851.11 1465.04 1155.90 776.20 634.32
Less: Transfer to Statutory Reserve uls 45-lC of the Reserve
Bank of India Act, 1934 0.00 0.00 0.00 __ ,0.00
_
Less: Transfer to General Reserve -6.82 -17.80 0.00 0.00 0.00
Add: Transfer from General Reserve* 37.65 1.91 3.57 0.00
Add : Transfer from Surplus*
72.71 0.00 0.00 0.00 0.27
-
Add : Transfer from Statement of Profit & loss (Balance
Sheet head) 0.00 0.00 0.00 0.00 7.92
-· -
less: Transfer to Profit and Loss Appropriation (Balance Sheet
head) .. -0.31 0.00 0.00 -2.03 -12.83
10541.45 8624.76 7139.87 5982.06 5204.32

--
Statutory Reserve uls 45·1C of the Reserve Bank of Ind la
(Iv)
Act, 1934
Opening balance 2.65 0.00 0.00 0.00 .,~
Add : Transfer fro_rn Profit 0nd Loss Appropriatioil for the year 3.78 2.65 0.00 0.00 0.00
6.43 2.65 0.00 0.00 0.00
-

(Iv) CSR Reserve & SD Reserve


Opening balance 0.00 18.85 0.00 0.00 0.00
' Less: Transfer to Surplus 0.00 -18.85 18.85 0.00 0.00
0.00 0.00 18.85 0.00 0.00
-

·-

(vi) General Reserve


~· -
Opening balan<:_e 3594.29 3034.49 2594.40 2293.97 2031.97
Add: Transfer from Statement 9f Profit & Loss for the year 596.00 542.00 442.00 304.00 262.00

Add : Transfer from Special Reserve 6.82 17.80 0.00 0.00 ,<u!.9
Less: Transferre~ to Special Reserve• 0.00 0.00 1.91 3.57 0.00
4197.11 3594.29 3034.49 2594.40 2293.97

....
..

478
1
(vii) Foreign Currency Monetary Item Translation Difference Ale
Opening balance -709.21 -477.97 -515.41 0.00 0.00
Add: Net addition during the year 328.65 -231.24 37.44 -515.41 0.00
-380.66 -709.21 -477.97 -515.41 0.00
Total (C) 17082.21 13842.78 11724.10 9819.51 9083.02
~· -

~- Surplus
Oper:iing balance 7717.00 6266.25 4989.64 4158.86 3244.17
Add: Transfer from CSR and SD Reserve 0.00 18.85 0.00 0.00 0.00
Add: Adjus_tments during t!]e current year -0.58 0.00 0.00 0.00 ___ Q&Z
Add: Transfers from Special Reserve under Income Tax Act,
1961 •• 0.31 0.00 0.00 2.03 12.83

less: Transfers to Reserve for Bad & doubtful debts and


Special Reserve under Income Tax Act, 1961
0.00 0.00 0.00 0.00 0.61
-

~
Less: Depreciation on Life Expired Assels* 0 1.93 0.00 0.00 0.00 --~
Less: Transfers to Special Reserve under Income Tax Act,
1961 72.71 37.65 0.00 0.00 7.92

Add: Surplus retained from the Profit and Loss Appropriation
for the year 1414.36 1469.55 1276.61 828.75 909.72
-
Total (D)
9056.45 7717.00 6266.25 4989.64 4158.86
- -

Grand Total (A+B+C+O)


31091.31 26202.23 22359.70 18957.61 14093.04

-Note: Profit and. Loss Appropriation -

As at As at As at As at As at
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Profit after tax !or the year .. 6004.40 5461.84 4437.74 3058.85 2647.12

Less : CSR Reserves . ··-
Transfe_r to CSR Reserve (relating to earlier years) 0.00 0.00 16.39 0.00 0.00
Tran.~fer from CSR Reserve (relating to_ear!er years) 0.00 0.00 -9.30 0.00 0.00
Transfer to CSR Reserves (rel~ting to current year) 0.00 0.00 11.76 0.00 0.00
0.00 0.00 18.85 0.00 0.00
Less : Tra_nsfer to Reserves
Transfer towards Reserve for Bad & Doubtful Debts ufs
36{1)(viia)(c) of lngome Tax Act, 1961_ 387.49 . 321.43 250.40 173.73 142~~
Transfer to Special Reserve created and maintained ufs
36{1){viii) of Income Tax Act, 1961 1851.11 1465.04 1155.90 776.20 634.32

Transfer to Statutory Reserve ufs 45·lC of the Reserve Bank of
India Act, 1934 3.78 2.65 0.00 0.00 0.00
Debenture Redemption Reserve 310.2~ 271.23 219.06 55.73 0.06
General Reserve 596.00 542.00 442.00 304.00 262.00
3148.58 2602.35 2067.36 1309.66 1038.85
·-
Less : Dividend & Corporate Dividend Tax -
Interim Dividend 1122.04 1161.64 792.01 659.97 401.72
~- ··-
Proposed Fina! Dividend 79.20 26.40 132.00 132.00 197.99
C9rporate Dividend_Tax on Interim Dividend 224.10 197.41 128.48 107:96 66.72
~-
Proposed Corporate Dividend Tax 16.12 4.49 22.43 21.41 32.12
1441.46 1389.94 1074.92 920.44 698.55

Total 1414.36 1469.55 1276.61 828.75 909.72


Note: Notes perta~ns to FY 2014-15.
#Addition during the year includes t 2.61 crore net {Previous yea rt 0.83 crore) share of jointly controlled entities.
1
Upto FY 2012-13, balance in FCMIT account was shovm on the asset side of the balance sheet, as a separate line item. FY 2013-14
onwards, balance in FCMIT account was shO\-vn on the "Equity and Uabilities" side of the balance sheet under the head "Reserve and
Surplus", as a separate line item. Accordingly regrouping of balance in FCMlT account has been done for earlier years as well.

r-;;;-lnciudes amount oft 0.58 crore in respect of EESL against adjustment of audited statement of profit and loss over unaudited statement"Of
profit and loss used for consolidation in previous year.
-
•H Depreciation AdjuStment in surplus account on life expired assets as per Compailies Act, 2013. (Refer Note No. 37 o{Part·C -
Consolidated Other Notes on Accounts) .

479
NOTE -Part~-3 - - - - I----.
+ --··
I I I ---

...
CONSOLIDATED BORROWING I

"' Descriptron
""'
31.IH.1015 Asal
I
31.03-2014
""'
I
31.03-2013 .... I
31.03_W12 31.03-2011

Current /I-on-Current Cunent lion-Current Current No;i.Cunenl Curienl /lon.CurrMl Cuirrot Non.Cvr<enl

A. Long Term Borrowing


-
1-__l_ Secuud
r
a) Bonds

lnfrastrvcture Bonds 0.00 361.55 0.00 -361.55 0.00 361.55 000 361.55 000 235.36
r-
Tax free Bonds
Other BondS ' 0.00
1990.00
11275.11
9\SIJ.00
0.00
0.00
11275.11
11140.00
0.00
0.00
6275.12
0.00
0.00
0.00
500000
0.00
0.00
0.00 -~
Sub· Total (1) 1,9SO.OO 20,786.6$ 0.00 22,776.66 0.00 6,63-6.67 0.00 5,361.55 0.00 235.36
r-·
u. UnSecured

~ • Bonds ·-
Oll;et Bonds I Debentures
1023-5.10 122581.32 10399.00 8~28.17 3262_90 95434.62 9753.90 - 68804.44 5360.1~ 50519.46
Bonds Guaranteed by the. Govemm€nt of

"""
Subofd"M\ed BoOds
000
0.00
000
3800.oo
0.00
0.00
0.00
3600.00
0.00
0.00
000
0.00
000
0.00
0.00
0.00
22.00
0.00
o~
0.00
Foreign Currency Notes
000 1135.08 0.00 1088.62 000 986.40 0.00 927.54 000 812.!?_2

10,235.10 127,516.40 10,399.SO 94,416.99 3,262.90 S6,421.02 9,753.90 69,731.93 5,382.18 51,331.98
b Foreign Currency loans -
Forelgn Currency loans from FOfeign banks I
lns~tutOOs (Guaranteed b'J lh-e Govt ol IOOa
) 22.07 2~)23 24.57 :IBS.36 19.93 251.49 17.71 252.03 77.62 253.72
S)rukated Fore~ Cllfrency Loans. frorn
banks I Institutions 2029.11 §325.12 3674.~ 3672.56 0.00 6946.68 0.00 4176.92 0.00 3537.91
Fore;.;in Currency loans { FCNR{B) from
banks) 0.00 0.00 000 000 21920 0.00 206.12 0.00 0.00 180.56
.. 2051.18 6566.35 3699.10 4137.92 239.18 7198.17 223.83 4438.9-S 77.82 4072.18

c) Rupee Term Loans


.. -
Ru""e Term Loans ( Fr0!11 Ba.nks) 4459.00 10128.00 810.oo 2J1&0.00 44~.oo 10395.~ 210.00 14704.SIJ "'3.50 13214.50
Rupee Term Loans {From Flf!andal
Institutions) 000 0.00 500.00 0.00 1630.00 000 000 1630.00 0.00 1130.00
445S.OO 10126.00 1310.00 21160.00 6110.00 1oass.oo 210.00 16334.5-0 J.863.50 143-44.50
.
16745.28

B. Short Term Borrowing


Sub-Total(ll) 144208.75
..
15409.00 119714.91 9612.08 114514.19 10187.73
""'"'' 9323.50 69748.67

. .
Rupee Term Loans ..
I . .
I. Secured
- .. -0.00
-
I Loan aga'os\ FD 1928.17 0.00 0'4 0.00 8'0.55 0.00 294.47 0.00 0.00
I Sub- Total (l) . 1928.17 0.00 0.24 0.00 860.55 0.00 294.47 0.00 0.00 0.00
II. unsecured
..
Rupee Term Loans .
Rupee Term Loans from Banks 000 O.~ 0.00 0.00 0.00 0.00 0.00 000 2100.00 0.00
Commerd<ll Pa~r .. 213624 0.00 1314.'.1>9 0.00 4890.20 0.00 0.00 0.00 1914.55 ·~
0.00
WoriWigCapitalDemarxlloan-IODICC I
Loai:i aga"nst FD! Line of Credit 0.00 0.00 000 000 295922 O.oo 3776.73 0.00 2"241.04 0.00
-~
Sub-Total (II) 2136.24 0.00 1314.49 0.00 7849.42 O.oo 3776.73 0.00 6255.59 0.00

T0tal (AJt{B) 22,799.69 1e4,9S5.41 16,723.73 142,491.57 18,322.05 121,15-0.86 14,258.93


/ ..
95,
·" 15,679.()9 69,984.03

480
~-
Details of Infrastructure Bonds outstandrilQ as al 31.03.2016 are as follows:
Rate of
Date of Amount Date of
Bond St!rfes Interest Redemption detalls ti atu re of Security
allotment
••• ~lncrore) Redemption _

exerc>se of pct op\iOO by \he


Infrastructure
Bon<l•
°"
bondho~ders, redeemab:e at par, on a date,
fat;ng seven years and one day from the
t 21.11.2011 8.75% 3.23 22-Nov-18
(2011-12) date of allotment; other.vise , redeemab\e
Series-Ill at par on a date fall"ng fifteen years from
the date of a'Xltment S=<<Xl by '"t pari-pass.u charge total
receivab:Os of the Company {exciud(lg tho" '"
recelvab~-es on v.tfch specific charge a'!eady
exercise of pct opf-on by

Infrastructure
°"
boodho-.'<lers, redeemab~e at par v.ith
cumu!a~ve interest compounded annua'fy,

created) eking v.ith first pari- passu charge on
immovab!e property s.'tuated at Guindy,Chennal

2 Bon<l• 8_75%
on a dale, faITng seven years and one day
21.11.2011 8.83 22-Nov-16
(2011-12) from the date of allotment; otherv.ise ,
series - rv redeema~e at par v.ith cumul-<lti've interest
compounded annua1y, on a dale fa<rng
fifteen years from the date of a!OOllent

Infrastructure
Bond•
°" exercise of
'"' optioo by the
boodholders, redeemab:O at par, on a dale,
fa'tlng seven years and one day from the
3 31.03.2011 8.50% 6.13 1-Apr-18
(2010-11) date of at\otment; otherv.'ise , redeemao-:e
Series-3 at par on a date fa!'"::ng fifteen.years from
the date of a~otment
Secured by charge on spec!-f\c book debt of t
3,485.79 crore as on 31.03.2015 of the Company

Infrastructure
°" exercise o!
'"' """""" '"
bondho~ders, redeemab:O
wmulative interest compounded armua~,
by the alon9 v.\th first charge on immovab~e p..-operty
v.ith situated at Jangpura, NO'N Dfr:hi.

Bond• 8_50'1:, on a date, fa fog seven years and one day


4 31.032011 22.75 1-Apf-18
(2010-11) from the date of a'lotment; othem-ise ,
Series-4 redeemab:.e at par v.ith cumli.ative interest
compounded annually, on a date fa"",r,g
f,fleen )'Oars from the date of a~otmenl

exercise pct oplloo by


Oo of \he
boodho~ders, redeemab:e at par, on a date,
Infrastructure
fa'llog six years and ooe day from the date
5 30.03 2012 8.72% 0.95 31-Mar-18
of a'OOtment; otherv.-;se , redeemaO-:e at par
86 C Series
on a date fat;.ng fifteen years from the date
of a'.'otmenL Secured by first pari-passu charge of present and
Mure recelvab:es (exclUO:ng those recelvab!es
\\Nch are spec!flca'fy charged fOf infra bond issue

°" exercise of
'"' optioo by the during the FY 2010-11) aloog with first pari passu
boodholders, redeemao:e at par \\1th charge on immovab~e property sttuated at G1iody,
cumulative lnterest compounded annua~'y. CheMai. .
Infrastructure
on a date, fa'I-ng six years and one day
6 Bon<l• 30.03.2012 6.72% 2.75 31-Mar-18
from the date of allotment; otherv.ise ,
86 DSeries
redeemab!e at par with cumu!at've k1terest
compounded annua'ly, on a date fa~ng
fifteen years from the date of a~-0!.rflenl

Infrastructure °" exercise of


'"' """"' by
bondholders, redeemaO-:e at par, on a dale,
fa1'fng live years and one day from the date

7 Bon<l• 30.03.2012 8.43% 9.04 31-Mar-17
of al:otment; otherv.ise , redeemab:.e at par
86ASeries
on a date fal"JOg ten years from the date of
a'OOtment secured by first pari-passu charge of present and
furum receivab~es (exc!ucfng \how receNab:es
v.tfch are specifio:llfy charged fOf infra bond issue
on exercise of put option by the during the FY 2010-11) along v.\th first pari passu
bondho!ders, redeemab~e at par v.ith charge on immovab'.e property sttuated at Gu'.ndy,
comulative interest compounded annua'fy, Chennai.
Infrastructure
on a date, fa!Tng live years and one day
8
"'"'"
868Series
30.03 2012 8.43% 17.61 31-Mar-17
from the date of a~-0tment: otheM'.se ,
redeema~e at par v.\lh cumu!a~\'e interest
compounded annually, on a date falfng ten
years from the dale of a~tmenl

Infrastructure
Bon<l•
°" exercise of
"" """"'
by
bondho~ders, redeemab:e at par, on a date, ~·
la\'ing five years and one day from the date
9 21.11.2011 8.50% 32.43 22-Nov-16
(2011-12) of a'2otment; otherv.ise , redeemab:e at par
Series-I on a date fa~ng ten years from the date of
a!otffienl Secured by r.rst pari-passu charge 00 total
recelvab:-es of the Company ( excioOng those
Oo exercise of receivab:Os on v.h\ch specific charge a~eady

'"' """"'
by
"''

bondholders, redeemab:.e at par v.'ith created) along ••ith first pari- passu charge on
Infrastructure cumulative interest compounded armua'ly immovab~ property situated at Guindy,Chennai.
,
on a date, faITng five )'ears and one day
to 21.11.2011 8.50% 51.15 22-Nov-16
(2011-12) from the date -Of a~otment; other>~ise ,
Serles-JI redeemab'.e at par y,\th currnlative interest
compounded aMua'ly, oo a date fa'.log ten
years from the date of a"X>tmenl

Infrastructure
Bon<l•
°" exercise of

'"' """""
by
bondholders, redeemab~e at par, on a date, ~·
fa':l'ing five years and one day from the da,te
1\
{2010-11)
Series-1
31.03.2011 8.3-0%
"'·" 1-Apr-16
of a&>!ment; otherv.\se , redeemaO-:e at par
on a date fa'fflQ ten years from the date of
a'!ootmenl
Secured by charge on specific book debt of t
3,485.79 uore as on 31.03.2015 of the Company

Infrastructure
°" exercise of
'"' option by
bondholders, redeemab)e at par v.ith
cumulative interest compounded armually
~·a~ v.\th first charge on immova~e property-
s'tuated atJangpura, NO'N Delhi

\2 Bond• on a date, fa':1ing five years and one day


31.03.2011 6.30o/o 139.68 1-Apf-16
(2010-11) from the date of a'1otmenl otherv.1se ,
Series-2 redeema\Y.e al par v.ith cumu\ative interest
compounded annually, on a date fa!fng ten
years from the date of a%tmenl
/'
Total 36t.SS
'
;;>~'-
481
Details of Tax Free Bonds outstanding as at 31.03.2015 are as follows:
Date of Rate of Aniount Date of
Bond Series Nature of Security
allotment Interest p.a. Ct In crore) Redemption
Total book debts of the Company (excluding the book
Tax Free Bonds (2013-14) - debts on \'lhich specific charge ·has already been
13 16-11-2013 8.67°/o 1,067.38 16-Nov-33
Series 3A created), limited to the extent of payment I repayment of
the bonds including interest, additional interest, cost
and expenses and a\I other monies what so ever
Tax Free Bonds (2013-14) - payable I repayable by the Company to the
14 16-11-2013 8.92o/o 861.96 16-Nov-33
Series 38 Bondholders and I or others under I pursuant to the
transaction documents.
Total book debts of the Company (excluding the book
Tax Free Bonds (2013-14) - debts on wtiich specific charge has already been
15 16-11-2013 8.54% 932.70 16-Nov-28
Series2A created), limited to the extent of payment I repayment of
the bonds including interest, additional interest, cost
and expenses and all other monies what so ever
Tax Free Bonds (2013-14) - payable I repayable by the Company to the
16 16-11-2013 8. 79o/o 353.32 16-Nov-28
Series 28 Bondholders and I or others under I pursuant to the
transaction documents.

First pari passu charge on total receivables of the


Company, excluding the Receivables on \'lhich specific
charge has already been created by the Company,
Tax Free Bonds Series limited to the extent of paymenUrepayment of the
17 30-08-2013 8.46°/o 1,011.10 30-Aug-28
107 B Bonds including interest, additional interest, cost and
expenses and all other monies vlhatsoever payable I
repayable by the Company to the Bondholders and/or
others under I pursuant to the Transaction Documents.

Tax Free Bonds (2012-13)


18 28-03-2013 7.04°/o 3.40 28-Mar-28
tranche - 11 - Series II Secured by first pari-passu charge on total receivables
of the Company (excluding those receivables on which
specific charge already created)
Tax Free Bonds (2012-13)
19 28-03-2013 7.54% 65.81 28-Mar-28
tranche - JI - Series II

·Tax Free Bonds (2012¥13)


20 04-01-2013 7.36°/o 141.88 4-Jan-28 Secured by first pari-passu charge on total receivables
tranche - I - Series II
of the Company {excluding those receivables on which
specific charge already created) a!6ng with first pari·
passu charge on immovable property situated at
Tax Free Bonds {2012·13) Guindy,Chennai.
21 04-01-2013 7.86°/o 215.12 4¥Jan-28
tranche • I - Series II
.

First pari passu charge on the Immovable Property


22 Tax Free Bonds Series 95 B 29-11-2012 7.38% 100.00 29-Nov-27 situated at Chennai.
All present and future receivables! loan assets of the
Company, together \vi th the underlying security,
excluding the receivables on which specific charge has
23 Tax Free Bonds Series 94 B 22-11-2012 7.38% 25.00 22-Nov-27 already been created by the Company.

Secured by first pari-passu charge on total receivables


Tax Free Bonds(2011-12) of the Company (excluding those receivables on which
24 01.02.2012 8.30% 1,280.58 1-Feb-27 specific charge already created) along \'lith first pari-
tranche -I - Series II
passu charge on immovable property situated at
- Guindy,Chennai. .

482
Tax Free Bonds Series Secured by first pari-passu charge of present and future
25 25.11.2011 8.16% 209.34 25-Nov~26
80 B receivables (excluding those receivables which are
1--+-----------+------"l-----+-----1-------1specifica\ly charged for infra bond issue during the FY
2010-11) along \'lith first pari passu charge on
Tax Free Bonds Series
26 15.10.2011 217.99 15-0ct-26 immovable property situated at Guindy, Chennai.
79 B

Tota! book debts of the Company (excluding the book


Tax Free Bonds (2013-14) - debts on \'lhich specific charge has already been
27 16-11-2013 8.18% 325.07 16-Nov~23
Series 1A created), limited to the extent of payment/ repayment of
1 - - + - - - - - - - - - - - + - - - - - - - j - - - - - + - - - - - 1 - - - - - - - 1 t h e bonds including interest, additional interest, cost
and expenses and all other monies vlhat so ever
Tax Free Bonds (2013-14) - payable I repayable by the Company to the
28 16-11-2013 8.43o/o 335.47 16-Nov-23
Series 1B Bondholders and I or others under I pursuant to the
transaction documents.

First pari passu charge on Total receivables of the


Company, excluding the Receivables on \vhich specific
charge has already been created by the Company,
Tax Free Bonds Series limited to the extent of payrnentfrepayment of the
29 30-08-2013 8.01% 113.00 30-Aug-23
107 A Bonds including interest, additional interest, cost and
expenses and all other monies whatsoever payable I
repayable by the Company to the Bondholders and/or
others under I pursuant to the Transaction Documents.

Tax Free Bonds (2012-13)


30 28-03-2013 6.88% 48.37 28-Mar-23
tranche - II - Series I
Secured by first pari-passu charge on total receivables
1--+-----------+-----~\-----+-----1-------1of the Company (excluding those receivables on which
specific charge already created)
Tax Free Bonds (2012-13)
31 28-03-2013 7.38% 47.78 28-Mar-23
tranche - II - Series I

Tax Free Bonds (2012-13)


32 04-01-2013 7.19% 179.04 4-Jan 23
4
Secured by first pari-passu charge on total receivables
tranche - I - Series I
of the Company (excluding those receivables on \'lhich
t - - + - - - - - - - - - - - + - - - - - - t - - - - - - + - - - - - 1 - - - - - - - l s p e c i f i c charge already created) along \'lith first pari-
passu charge on immovable property situated at
Guindy,Chennai.
Tax Free Bonds (2012-13)
33 04-01-2013 7.69% 163.71 4-Jan-23
tranche - I - Series I

First pari passu charge on the Immovable Property


34 Tax Free Bonds Series 95 A 29-11-2012 7.22% 30.00 29-Nov-22
situated at Chennai.
All present and future receivables/ loan assets of the
t--+----------+------t------+-----+-------1Company, together vlith the underlying security,
excluding the receivables on which specific charge has
35 Tax Free Bonds Series 94 A 22-11-2012 7.21% 255.00 22-Nov-22 already been created by th.e Company.

Secured by first pari-passu charge on total receivables


of the Company (excluding those receivables on which
Tax Free Bonds(2011-12)
36 01.02.2012 8.20% 2,752.55 1-Feb-22 specific charge already created) along \'lith first pari-
tranche -1- Series I
passu charge on immovable property situated at
Guindy,Chennai.

Secured by first pari-passu charge of present and future


Tax Free Bonds Series
37 25.11.2011 8.09% 334.31 25-Nov-21
receivables (excluding those receivables which are
80A
specifically charged for infra bond issue during the FY
t---+--T-ax_F_r_e_e_B_o_n_d_s_S_e_ri_e_s_+---------<-----t-----t--------l2010-11) along \'lith first pari passu charge on
38 A 15.10.2011 7.51o/o 205.23 15-0ct-21 immovable property situated at Guindy, Chennai.
79
Total 11,275.11 ,, , "

483
The details of Taxable Bonds (Secured) outstanding as at 31.03.2015 are as follows:
Date of Rate of Amount Date of
Bond Series Nature of Security
allotment Interest p.a. {fin crore) Redemption
First pari passu charge on total receivables of the
Company, excluding the Receivables on \•ihich specific
39 Taxable Bonds Series 112 C 31.01.2014 9.70°/o 270.00 31-Jan-21 charge has already been created by the Company,
limited to the extent of paymenUrepayment of the
Bonds including interest, additional interest, cost and
expenses and all other monies whatsoever
payable/repayable by the Company to the Bondholders
40 Taxable Bonds Series 112 B 31.01.2014 9.70o/o 270.00 31-Jan-20
and/or others under/Pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
charge has already been created by the Company,
limited to the extent of paymenVrepayment of the
41 Taxable Bonds Series 113 03.03.2014 9.69o/o 2,240.00 3-Mar-19 Bonds including interest, additional interest, cost and
expenses and all other monies vlhatsoever
payable/repayable by the Company to the Bondholders
and/or others underfpursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on \•ihich specific
charge has already been created by the Company,
limited to the extent of. paymenVrepayment of the
42 Taxable Bonds Series 112 A 31.01.2014 9. 70°/o 270.00 31-Jan-19 Bonds including interest, additional interest, cost and
expenses and all other monies whatsoever
payable/repayable by the Company to the Bondholders
and/or others under/pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on \•thich specific
charge has already been created by the Company,
limited to the extent of paymenUrepayment of the
43 Taxable Bonds Series 109 07.10.2013 9.81% 4,500.00 7-0ct-18 Bonds including interest, additional interest, cost and
expenses and all other monies vihatsoever
payable/repayable by the Company to the Bondholders
and/or others under/pursuant to the Transaction
Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
charge has already been Cfeated by the Company,
Taxable Bonds Series limited to the extent of paymenVrepayment of the ·
44 27.09.2013 9.80o/o 1,600.00 27-Sep-16
108 Bonds including interest, additional interest, cost and
expenses and all other monies vthatsoever payable I
repayable by the Company to the Bondholders and/or
others under I oursuant to the Transaction Documents.
First pari passu charge on total receivables of the
Company, excluding the Receivables on which specific
charge has already been Created by the Company,
limited to the extent of paymenVrepayment of the
Taxable Bonds Series
45 05.12.2013 9.58%1 1,990.00 5-Dec-15 Bonds including interest, additional interest, cost and
110
expenses and all other monies \vhatsoever
payable/repayable by the Company to the Bondholders
and/or others under/pursuant to the Transaction
Documents.
Total 11,140.00

484
46. Zero Coupon unsecured Taxable Bonds 2022-XIX Series of< 410.42 crore (previous year< 379.67 crore) are
redeemable at face value of< 750.00 crore on 30.12.2022 [net of Unamortized Interest of< 339.58 crore (previous year
< 370.33 crore )].

47. Details of other Unsecured Taxable Bonds as on 31.03.2015 are as follows:

Coupon Date of Amount


Bond Series
Rate Redemption (<In crore)
1 71 - C Series 9.05% 15-Dec-30 192.70
2 66 - C Series 8.85% 15-Jun-30 633.00
3 Series 118-B-lll 9.39% 27-Aug-29 460.00
4 103 Series 8.94% 25-Mar-28 2,807.00
5 102 - A (Ill) Series 8.90% 18-Mar-28 403.00
6 101 - B Series 9.00% 11-Mar-28 1,370.00
'--
7 77- B Series 9.45% 1-Sep-26 2,568.00
-
8 76 - B Series 9.46% 1-Aug-26 1,105.00
-··
9 71 - B Series 9.05% 15-Dec-25 192.70
--··
10 66 - B Series 8.75% 15-Jun-25 832.00
-
11 66- B Series 8.75% 15-Jun-25 700.00
-
12 65 - Series 8.70% 14-May-25 1,087.50

13 65 - Series 8.70% 14-May-25 250.00
~-

14 64 - Series 8.95% 30-Mar-25 492.00


15 Series 131-C 8.41% 27-Mar-25 5,000.00
16 63- Series 8.90% 15-Mar-25 184.00
17 Series 128 8.20% 10-Mar-25 1,600.00
18 62 - B Series 8.80% 15-Jan-25 1,172.60
.
19 Series 126 8.65% 4-Jan-25 5,000.00
20 Series 125 8.65% 28-Dec-24 2,826.00
21 61 - Series 8.50% 15-Dec-24 351.00
22 Series 124-C 8.48% 9-Dec-24 1,000.00
23 Series 120-A 8.98% 8-0ct-24 961.00
'------
24 Series 120-B 8.98% 8-0ct-24 950.00
25 Series 118-B-ll 9.39% 27-Aug-24 460.00
' -·
26 Series 117-B 9.37% 19-Aug-24 855.00
27 57 - B Series 8.60% 7-Aug-24 866.50
28 85 - D Series 9.26% 15-Apr-23 736.00
29 102 - A(ll) Series 8.90% 18-Mar-23 403.00
30 102 - B Series 8.87% 18-Mar-23 70.00
31 100 - B Series 8.84% 4-Mar-23 1,310.00
' -
32 92 - c Series 9.29% 21-Aug-22 640.00
' -- 33 91- B Series 9.39% 29-Jun-22 2,695.20
34 88- C Series 9.48% 15-Apr-22 184.70
35 Series 124-B 8.55% 9-Dec-21 1,200.00
36 Series 123-C 8.66% 27-Nov-21 200.00
37 78- B Series 9.44% 23-Sep-21 1,180.00
' 38 76-A Series 9.36% 1-Aug-21 2,589.40
' .

39 Series 115-111 9.20% 7-Jul-21 700.00


40 75- C Series 9.61% 29-Jun-21 2,084.70
,____ 41 74 Series 9.70% 9-Jun-21 1,693.20
42 XXVlll Series 8.85% 31-May-21 600.00
43 73 Series 9.18% 15-Apr-21 1,000.00
44 72 - B Series 8.99% 15-Jan-21 1,219.00
45 71 -A Series 9.05% 15-Dec-20 192.70
46 70 Series
47 68 - B Series ./ \ ..
8.78%
8.70%
15-Nov-20
15-Jul-20
1,549.00
1,424.00

?~:;
485
48 66 -A Series 8.65% 15-Jun-20 500.00

49 65 - Series 8.70% 14-May-20 162.50
50 65 - Series 8.70% 14-May-20 1,175.00
51 Series 131-B 8.38% 27-Apr-20 1,350.00
52 Series 130-C 8.39% 19-Apr-20 925.00
53 Series 130-B 8.42% 18-Apr-20 200.00
54 85 - C Series 9.30% 15-Apr-20 79.50
55 64 - Series 8.95% 30-Mar-20 492.00
~

56 87 - D Series 9.42% 20-Mar-20 650.80


~--

57 63 - Series 8.90% 15-Mar-20 184.00


58 100 - A Series 8.86% 4-Mar-20 54.30
~

59 Series 127 8.36% 26-Feb-20 4,440.00


60 99- B Series 8.82% 20-Feb-20 733.00
61 62 -A Series 8.70% 15-Jan-20 845.40
62 61 - Series 8.50% 15-Dec-19 351.00
63 Series 124-A 8.52% 9-Dec-19 1,220.00
64 Series 123-B 8.65% 28-Nov-19 836.00
1 year
65 60 - B Series INCMTBMK
+ 179 bps 20-Nov-19 925.00
66 Series 122 8.76% 7-Nov-19 1,000.00
' .
67 Series 121-B 8.96% 21-0ct-19 1, 100.00
' -
68 59- B Series 8.80% 15-0ct-19 1,216.60
69 Series 119-B 9.32% 17-Sep-19 1,591.00
' .
70 Series 118-B-1 9.39% 27-Aug-19 460.00
I .. "

71 57 - B Series 8.60% 7-Aug-19 866.50


72 series 115-11 9.15% 7-Jul-19 100.00
' ..
73 90- B Series 9.41% 1-Jun-19 391.00
74 98 (Ill) Series 8.72% 8-Feb-19 324.00
75 82- C Series 9.70% 15-Dec-18 2,060.00
76 52 - C Series 11.25% 28-Nov-18 1,950.60
--
77 51 - C Series 11.00% 15-Sep-18 3,024.40
78 XLIX - B Series 10.85% 11-Aug-18 428.60
79 XLVlll -C Series 10.55% 15-Jul-18 259.70
80 Series 130-A 8.40% 19-Jun-18 1,175.00
' -
81 Series 129-A 8.29% 13-Jun-18 980.00
82. Series 129-B 8.29% 13-Jun-18 100.00
83 XLVll - c Series 9.68% 9-Jun-18 780.70
84 104 - B Series 8.30% 15-May-18 351.00
85 Series 131-A 8.34% 27-Apr-18 100.00
86 102 - A(I) Series 8.90% 18-Mar-18 403.00
' -·
87 101 -A Series 8.95% 11-Mar-18 3,201.00
' 88 99 - A Series 8.77% 20-Feb-18 2.00
' -
89 98 (II) Series 8.72% 8-Feb-18 324.00
90 72 -A Series 8.97% 15-Jan-18 144.00
91 XL - C Series 9.28% 28-Dec-17 650.00
92 Series 123-A 8.50% 28-Nov-17 1,075.00
93 XVIII Series 7.87% 13-Nov-17 25.00
94 Series 121-A 8.90% 21-0ct-17 1,500.00
95 93 - B Series 8.91% 15-0ct-17 950.00
96 XVII Series 8.21% 3-0ct-17 25.00
97 Series 118-A 9.30% 27-Aug-17 2,160.00
98 92 -A Series 9.01% 21-Aug-17 50.00
!_
.. '
~;~f~
486
99 92 - B Series 9.27% 21-Aug-17 1,930.00
-
100 Series 117-A 9.32% 19-Aug-17 1,311.00
-
101 Series 115-1 9.11% 7-Jul-17 1,650.00
-··

102 91 -A Series 9.40% 29-Jun-17 107.50


-
103 90 -A Series 9.61% 1-Jun-17 537.90
104 XIII Series 9.60% 24-May-17 65.00
105 XXXV Series 9.96% 18-May-17 530.00
106 XIII Series 9.60% 16-May-17 125.00
~

107 89 -A Series 9.52% 2-May-17 165.00


108 XXXIV Series 9.90% 30-Mar-17 500.50
109 XXXlll - B Series 9.90% 22-Mar-17 561.50
~

110 87 - B Series 9.72% 20-Mar-17 23.00


~-

111 84 Series 9.33% 17-Feb-17 1,521.20


112 98 (I) Series 8.72% 8-Feb-17 324.00
113 82 - B Series 9.64% 15-Dec-16 825.00
~

114 XXXI - A Series 8.78% 11-Dec-16 1,451.20


~

115 XVIII Series 7.87% 13-Nov-16 25.00


~--

116 XVII Series 8.21% 3-0ct-16 25.00


~--

117 XXIX - A Series 8.80% 7-Sep-16 250.00


~-

118 77-A Series 9.41% 1-Sep-16 1,083.60


119 Series 116 9.16% 31-Jul-16 1,885.00
120 75 - B Series 9.62% 29-Jun-16 360.00
121 106 - B Series 8.27% 25-Jun-16 3,033.00
122 104 -A Series 8.35% 15-May-16 4,000.00
123 XXVll - A Series 8.20% 17-Mar-16 1,000.00
I---~-

124 XXVI Series 7.95% 24-Feb-16 1,261.80


125 XXV Series 7.60% 30-Dec-15 1,734.70
126 52 - B Series 11.30% 28-Nov-15 5.80
127 XVI 11 Series 7.87% 13-Nov-15 25.00
128 Series 119-A 8.95% 17-0ct-15 550.00
129 XVII Series 8.21% 3-0ct-15 25.00
130 50 - C Series 10.70% 25-Aug-15 80.80
131 68 -A Series . 8.25% 15-Jul-15 147.00
132 106 - A Series 8.29% 25-Jun-15 1,250.00
133 65 - Series 8.70% 14-May-15 1,337.50
134 89 - B Series 9.46% 2-May-15 2,056.00
135 88- B Series 9.66% 15-Apr-15 100.20
136 85 -A Series 9.51% 15-Apr-15 661.30
Total 132,406.00
48. As at 31.03.2015, Bonds of< 7.40 crore (previous year< 6.90 crore) are held by PFC Ltd. Employees Provident
Fund Trust and Bonds of< 0.50 crore (previous year< 0.50 crore) are held by PFC Ltd. Gratuity Trust

49. Details of Unsecured Subordinated Bonds as on 31.03.2015 are as follows:

Coupon Date of Amount


Bond Series
Rate Redemption (<in crore)
1 Subordinated Tier II Debt Bond 9.70% 21-Feb-24 2,000.00
2 Subordinated Tier II Debt Bond 9.65% 13-Jan-24 1,000.00
3 Subordinated Tier II Debt Bond 8.19% 14-Jun-23 800.00
Total 3,800.00
50. Foreign currency 6.61 % Senior Notes (USPP - I) amounting to < 1,135.08 crore are redeemable at par on

05.09.2017.
.;

487

51. Details of Foreign Currency Loans from Foreign banks I Financial Institutions (Guaranteed by

the Govt. of India) outstanding as at 31.03.2015 are as follows:

Rate of Interest p.a. Amount


S.No Loan Date of Repayment
as on 31.03.2015 crore)
(~in

1 KfW 0.75% 1.12 30-Jun-35


2 KfW 0.75% 1.29 30-Dec-34
3 KfW 0.75% 1.29 30-Jun-34
4 KfW 0.75% 1.29 30-Dec-33
5 KfW 0.75% 1.29 30-Jun-33
6 KfW .
0.75% 1.29 30-Dec-32
7 KfW 0.75% 1.29 30-Jun-32
8 KfW 0.75% 1.29 30-Dec-31
9 KfW 0.75% 1.29 30-Jun-31
10 KfW 0.75% 1.29 30-Dec-30
11 KfW 0.75% 1.29 30-Jun-30
12 KfW 0.75% 1.29 30-Dec-29
13 KfW 0.75% 1.29 30-Jun-29
14 KfW 0.75% 1.29 30-Dec-28
15 ADB (New Loan) 0.77105% 0.26 15-0ct-28
16 Credit National France 2.00% 0.03 30-Jun-28
17 KfWI 0.75% 1.29 30-Jun-28
18 ADB (New Loan) 0.77105% 1.83 15-Apr-28
19 Credit National France 2.00% 0.03 31-Dec-27
20 KfWI 0.75% 1.29 30-Dec-27
21 ADB (New Loan) 0.77105% 2.17 15-0ct-27
22 Credit National France 2.00% 0.05 30-Jun-27
23 KfWI 0.75% 1.29 30-Jun-27
24 ADB (New Loan) 0.77105% 2.29 15-Apr-27
25 Credit National France . 2.00% 0.35 31-Dec-26
26 KfWI 0.75% 1.29 30-Dec-26
27 ADB (New Loan) 0.77105% 2.51 15-0ct-26
28 Credit National France 2.00% 0.35 30-Jun-26
29 KfWI 0.75% 1.29 30-Jun-26
30 ADB (New Loan) 0.77105% 4.20 15-Apr-26
31 Credit National France 2.00% 0.42 31-Dec-25
32 KfWI 0.75% 1.29 30-Dec-25
33 ADB (New Loan) 0.77105% 4.20 15-0ct-25
34 Credit National France 2.00% 0.91 30-Jun-25
35 KfWI 0.75% 1.29 30-Jun-25
36 ADB (New Loan) 0.77105% 4.20 15-Apr-25
37 Credit National France 2.00% 2.49 31-Dec-24
38 KfWI 0.75% 1.29 30-Dec-24
39 ADB (New Loan) 0.77105% 4.20 15-0ct-24
40 Credit National France · 2.00% 3.01 30-Jun-24
41 KfWI 0.75% 1.29 30-Jun-24

42 ADB (New Loan) . 0.77105% 4.51 15-Apr-24
43 Credit National France "· . 0.02 3.04 31-Dec-23

\~iit
488
44 KIWI 0.75% 1.29 30-Dec-23
45 ADB (New Loan) 0.77105% 4.51 15-0ct-23
46 Credit National France 2.00% 3.73 30-Jun-23
-
47 KIWI 0.75% 1.29 30-Jun-23
48 ADB (New Loan) 0.77105% 4.51 15-Apr-23
49 Credit National France 2.00% 3.73 31-Dec-22
50 KIWI 0.75% 1.29 30-Dec-22
51 ADB (New Loan) 0.77105% 4.51 15-0ct-22
52 Credit National France 2.00% 3.73 30-Jun-22
53 KIWI 0.75% 1.29 30-Jun-22
54 ADB (New Loan) 0.77105% 4.51 15-Apr-22
55 Credit National France 2.00% 3.73 31-Dec-21
56 KIWI 0.75% 1.29 30-Dec-21
57 ADB (New Loan) 0.77105% 4.51 15-0ct-21
58 Credit National France 2.00% 3.73 30-Jun-21
59 KIWI 0.75% 1.29 30-Jun-21
60 ADB (New Loan) 0.77105% 4.51 15-Apr-21
61 Credit National France 2.00% 3.73 31-Dec-20
62 KIWI 0.75% 1.29 30-Dec-20
63 ADB (New Loan) 0.77105% 4.51 15-0ct-20
64 Credit National France 2.00% 3.73 30-Jun-20
65 KIWI 0.75% 1.29 30-Jun-20
66 ADB (New Loan) 0.77105% 4.51 15-Apr-20
67 Credit National France 2.00% 3.73 31-Dec-19
68 KIWI 0.75% 1.29 30-Dec-19
69 ADB (New Loan) 0.77105% 4.51 15-0ct-19
70 Credit National France 2.00% 3.73 . 30-Jun~19
71 KIWI 0.75% 1.29 30-Jun-19
72 ADB (New Loan) 0.77105% 4.51 15-Apr-19
73 Credit National France 2.00% 3.73 31-Dec-18
74 KIWI 0.75% 1.29 30-Dec-18
75 ADB (New Loan) 0.77105% 4.51 15-0ct-18
76 Credit National France 2.00% 3.73 30-Jun-18
77 KIWI 0.75% 1.29 30-Jun-18
78 ADB (New Loan) 0.77105% 4.51 15-Apr-18
79 Credit National France 2.00% 3.73 31-Dec-17
80 KIWI 0.75% 1.29 30-Dec-17
81 ADB (New Loan) 0.77105% 4.51 15-0ct-17
82 Credit National France 2.00% 3.73 30-Jun-17
83 KIWI 0.75% 1.29 30-Jun-17
84 ADB (New Loan) 0.77105% 4.51 15-Apr-17
85 Credit National France 2.00% 3.73 31-Dec-16
86 KIWI 0.75% 1.29 30-Dec-16
87 ADB (New Loan) 0.77105% 4.51 15-0ct-16
88 Credit National France 2.00% 3.73 30-Jun-16
89 KIWI 0.75% 1.29 30-Jun-16
90 ADB (New Loan) 0.77105% 4.51 15-Apr-16
91 Credit National France 2.00% 3.73 31-Dec-15
. 92 KIWI 0.75% 1.29 30-Dec-15
93 KIWll ,. '· 5.1499% 1.50 30-Dec-15
...

,:~'.
~

489
94 ADB (New Loan) 0.77105% 4.51 15-0ct-15
95 Credit National France 2.00% 3.73 30-Jun-15
96 KfWI 0.75% 1.29 30-Jun-15
97 KfWll 5.1499% 1.50 30-Jun-15
98 ADB (New Loan) 0.77105% 4.51 15-Apr-15
99 KfW (first line of credit) 1.96000% 1.29 30-Jun-18
100 KfW (first line of credit) 1.96000% 1.29 30-Dec-18
101 KfW (first line of credit) 1.96000% 1.29 30-Jun-19
102 KfW (first line of credit) 1.96000% 1.29 30-Dec-19
103 KfW (first line of credit) 1.96000% 1.29 30-Jun-20
104 KfW (first line of credit) 1.96000% 1.29 30-Dec-20
105 KfW (first line of credit) 1.96000% 1.29 30-Jun-21
106 KfW (first line of credit) 1.96000% 1.29 30-Dec-21
107 KfW (first line of credit) 1.96000% 1.29 30-Jun-22
108 KfW (first line of credit) 1.96000% 1.29 30-Dec-22
109 KfW (first line of credit) 1.96000% 1.29 30-Jun-23
110 KfW (first line of credit) 1.96000% 1.29 30-Dec-23
111 KfW (first line of credit) 1.96000% 1.29 30-Jun-24
112 KfW (first line of credit) 1.96000% 1.29 30-Dec-24
113 KfW (first line of credit) 1.96000% 1.29 30-Jun-25
114 KfW (first line of credit) 1.96000% 1.29 30-Dec-25
115 KfW (first line of credit) 1.96000% 1.30 30-Jun-26
Total 263.30
-- --
52. Details of Syndicated Foreign Currency Loans from banks I Financial Institutions outstanding
as at 31.03.2015 are as follows:

Rate of Interest p.a. Amount


S.No Loan Date of Repayment
as on 31.03.2015 ('<'in crore)

1 SLN XVll-(111) 1.67865% 945.90 26-Sep-21


2 SLN XVll-(11) 1.67865% 945.90 26-Mar-21
3 SLN XVll-(1) 1.67865% 945.90 26-Sep-20
4 SLNXVI 1.87790% 1,576.50 4-Dec-19
5 SLNIX 1.78643% 745.62 24-Sep-17
6 SLN XIII- (II) 1.84560% 788.25 6-Mar-17
7 SLN VIII 1.64143% 377.05 23-Sep-16
8 SLNVlll 1.64143% 452.61 25-Sep-15
9 SLNXll 2.13290% 1,576.50 31-Aug-15
Total 8,354.23
··--

490
53. Details of Rupee Term Loans (From Banks) outstanding as at 31.03.2015 are as follows:

Rate of Interest p.a. as Amount Date of


S.No Loan
on 31.03.2015 (fin crore) Repayment
1 INDIAN BANK 10.25% 100.00 18-Mar-2022
2 CANARA BANK 10.24% 500.00 29-Mar-2021
3 ORIENTAL BANK OF COMMERCE 10.25o/o 75.00 29-Mar-2021
4 BANK OF INDIA 10.20% 200.00 28-Mar-2021
5 SYNDICATE BANK 10.25% 140.00 28-Mar-2021
6 BANK OF INDIA 10.20% 300.00 27-Mar-2021
7 ORIENTAL BANK OF COMMERCE 10.25o/o 91.00 21-Mar-2021
8 SYNDICATE BANK 10.25% 150.00 20-Mar-2021
9 SYNDICATE BANK 10.25% 140.00 19-Mar-2021
10 INDlAN BANK 10.25% 100.00 18-Mar-2021
11 CANARA BANK 10.20% 105.00 30-Mar-2020
12 ORIENTAL BANK OF COMMERCE 10.25% 18.00 29-Mar-2020
13 ORIENTAL BANK OF COMMERCE 10.25% 16.00 29-Mar-2019
14 CANARA BANK 10.20% 453.38 28-Mar-2019
15 CANARA BANK 10.20% 546.62 28-Mar-2019
16 HDFC BANK 10.23o/o 200.00 28-Mar-2019
17 UCO BANK 10.20% 500.00 18-Mar-2019
18 UCO BANK 10.20% 500.00 14-Mar-2019
19 UNION BANK OF INDIA 10.00% 160.00 30-Sep-2018
20 BANK OF !NOIA 10.20% 500.00 20-Sep-2018
21 BANK OF !NOIA 10.20°10 470.00 20-Seo-2018
22 BANK OF BARODA 10.25o/o 490.00 31-Mar-2018
23 ALLAHABAD BANK 10.25% 150.00 30-Mar-2018
24 BANK OF INDIA 10.20% 30.00 30-Mar-2018
25 UNION BANK OF INDIA 10.00% 15.00 30-Mar-2018
26 BANK OF BARODA 10.25% 250.00 29-Mar-2018
27 CANARA BANK 10.20% 220.00 29-Mar-2018
28 BANK OF BARODA 10.25% 285.00 28-Mar-2018
29 CANARA BANK 10.20% 280.00 28-Mar-2018
.
30 HDFC BANK 10.23°/o 150.00 28-Mar-2018
31 STATE BANK OF MYSORE 10.25% 150.00 28-Mar-2018
32 DENA BANK 10.25% 75.00 21-Mar-2018
33 DENA BANK 10.25% 125.00 21-Mar-2018
34 STATE BANK OF MYSORE 10.25% 50.00 21-Mar-2018
35 BANK OF BARODA 10.25°/o 350.00 19-Mar-2018
36 BANK OF INDIA 10.20% 1,000.00 14-Mar-2018
37 VIJAYA BANK 10.25% 250.00 15-Dec-2017
38 VIJAYABANK 10.25% 100.00 31-Jul-2017
39 HDFC BANK 10.23% 150.00 28-Mar-2017
40 INDIAN BANK 10.25% 60.00 27-Mar-2017
41 STATE BANK OF INDIA 10.15% 142.00 25-Mar-2017
42 STATE BANK OF INDIA 10.15% 143.00 25-Dec-2016
43 STATE BANK OF INDIA 10.15% 143.00 25-Seo-2016
44 STATE BANK OF INDIA 10.15% 143.00 25-Jun-2016
45 UNION BANK OF INDIA 10.00% 110.00 24-Aor-2016
46 INDIAN BANK 10.25% 60.00 27-Mar-2016
47 STATE BANK OF INDIA 10.15% 143.00 25-Mar-2016
48 STATE BANK OF INOIA 10.15o/o 143.00 25-0ec-2015
49 JAMMU & KASHMIR BANK 10.25% 260.00 15-0ct-2015
50 STATE BANK OF INDIA 10.15% 143.00 25-Seo-2015
51 CANARA BANK 10.20°10 425.00 1-Seo-2015
52 CANARA BANK 10.20% 75.00 31-Auo-2015
53 CORPORATION BANK 10.25% 750.00 29-Jun-2015
54 STATE BANK OF BIKANER & JAIPUR 10.25% 200.00 29-Jun-2015
55 CORPORATION BANK 10.25% 250.00 28-Jun-2015
56 SUMITO MITSUI BANKING CORPORATION 10.15% 100.00 28-Mav-2015
57 ANDHRABANK 10.25% 310.00 1-Mav-2015
58 ANDHRABANK 10.25% 100.00 28-Aor-2015
59 CANARA BANK 10.20% 500.00 16-Apr-2015
60 BANK OF INDIA 10.20% 500.00 15-Apr-2015
61 PUNJAB NATIONAL BANK 10.25% 500.00 15-Aor-2015
Total 14,585.00

54. Details of Rupee Term Loans (From Flnanclal Institutions) outstanding as at 31.03.2015 are as follows:
Rate of Interest p.a. as Amount Date of
S.No Loan
on 31.03.2015 {f In crore) Repayment
1 Nil Nil

55. Details of Commercial Paper outstanding as at 31.03.2015 are as follows:


Rate of Interest p.a. as Amount Date of
S.No Loan
on 31.03.2015 (fin crore} Repayment
1 CP-63 9.20% 435.00 29-Jun-15
2 CP-58 (I) 9.25% 345.00 15-Aor-15
3 CP-58 !Ill 9.25% 1,375.00 28-Aor-15
less-Unamortized Financial Charges* (18.76 .
Total 2,136.24

*Unamortized financial charges on Commercial Paper as on 31.03.2015 amounts to< 18.76 crore (Prevk:luS:-year :t" 35.~1 crore)

~'t:(~
491
NOTE - Part A - 4
CONSOLIDATED OTHER LIABILITIES I '

As at As at As at As at As at
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Current Non-Curren Current Non-Currer Current Non-Currer Current Non-Curre1 Current Non-Currer

Interest Subsidy Fund from GOI 12.63 98.72 21.93 101.94 33.06 112.72 49.39 326.82 77.50 374.37

Interest Differential Fund - KFW


0.00 58.38 0.00 54.63 0.00 54.73 0.00 52.01 0.00 49.01

Advance received from Subsidiaries (including


interest payable thereon) 166.21 172.08 158.31 160.95 0.00 295.61 111 .84 160.63 0.00 247.79

Amount payable to Gol under R-APDRP 0.00 0.00 0.00 0.00 0.25 0.00 11.09 0.00 6.88 0.00

Amount payable to Gol under I PDS 50.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub Total 228.85 329.18 180.24 317.52 33.31 463.06 172.32 539.46 84.38 671.17

Interest Accrued but not due :


On Bonds 6241.57 0.00 5874.55 0.00 4771.01 0.00 3405.60 0.00 2302.77 0.00
On Loans 114.24 0.00 92.11 0.00 119.15 0.00 90.96 0.00 120.80 0.00
6355.81 0.00 5966.66 0.00 4890.16 0.00 3496.56 0.00 2423.57 0.00

Unpaid/ unclaimed
Bonds 3.97 0.00 4.54 0.00 4.72 0.00 5.27 0.00 6.52 0.00
Interest on Bonds 2.42 0.00 1.96 0.00 3.21 0.00 3.55 0.00 3.65 0.00
Dividend 1 .32 0.00 1.45 0.00 1 .20 0.00 0.98 0.00 0.60 0.00
7.71 0.00 7.95 0.00 9.13 0.00 9.80 0.00 10.77 0.00

Others --fk ._·.


-A~--~--
?""
""""~-c< :.;,.~.:,:-- ~---' -
80.31 4.63 91.46 30.10 119.63 76.75 110.72
.
.11.18
1-\
275.96 7.21

TOTAL 1 '-) 6672.68 333.81 6246.31 347.62 5052.23 539.81 3789.40 550.64 2794.68 678.38

492
NOTE - Part A - 5
.
CONSOLIDATED PROVISIONS

Description Asat 31.03.2015 As at 31.03.2014 As at 31.03.2013 As at 31.03.2012 As at 31.03.2011

Current Non-Current Current Non-Current Current Non-Current Current Non-Current Current Non-Current

Employee Benefits

Economic Rehabilitation of Employe 0.10 1.14 0.12 1.12 0.12 1.19 0.09 1.15 0.23 1.03

Leave Encashment 1.51 22.05 0.99 19.74 1.14 19.27 0.95 16.79 0.75 14.72

Staff Welfare Expenses 0.83 18.34 0.92 14.96 1.15 12.14 0.72 11.01 0.52 9.41

Gratuity I Superannuation Fund 0.15 0.00 0.94 0.02 1.63 0.00 7.24 0.00 5.78 0.00

Bonus / Incentive 12.45 0.00 19.73 0.00 15.52 0.00 15.84 0.00 6.75 0.00

Sub Total 15.04 41.53 22.70 35.84 19.56 32.60 24.84 28.95 14.03 25.16
-
Others

Income Tax (net) 120.16 54.60 98.37 23.05 22.37 11.62 98.18 13.03 47.47 0.00

Taxation - Fringe Benefit Tax 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.80 0.00

CSR & SD Expenses 114.46 0.00 32.33 0.00 0.00 0.00 16.39 0.00 11.86 0.00

Contingent provision against


Standard Assets 44.89 441.90 55.18 414.30 14.66 118.13 0.00 0.00 0.00 0.00

Contingent Provisions against


Restructured Standard Assets 138.50 425.94 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Proposed Final Dividend 79.20 0.00 26.40 0.00 132.00 0.00 132.00 0.00 197.99 0.00
'-~
Proposed Corporate Dividend Tax 16.12 0.00 4.49 0.00 22.43 0.00 21.41 0.00 32.12 o~o

Provision for diminution in value of


Investments __;.I
1.06 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
-·ff
o.oo
.,1')!> ,'

·<s;.-- ---~':'.-~
''

.--/Jl'.~: --. -__ ...


Sub Total \il··y. 514.39 922.44 216.77 437.35 191.46 129.75 267.98 13.03 290.24 ·...~l!:llO.
··P·i ..
TOTAL 529.43. 963.97 239.47 473.19 211.02 162.35 292.82 41.98 304.27 25.16

493
NOTE-PartA-6 I , I I '
CONSOLIDATED FIXED ASSETS I I i

i ! I (~in crore)
GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

Description
~
i
I'
Asat Asat I Asat Asat Asat Asat Asat I Asat Asat Asat Asat Asat I Asat Asat Asat
. .
31 03 2015
i
31.o!.201: 31.o;.201 31.o~.201 31.o~.201 31.o;.201 31 _03 _2014 31 _03 _
2013
31.o~.201 31.o~.201 31.o;.201 31.0:.201
31 _ 03 _ 201 ~ a1.o~.201 a1.o~.201

I. TANGIBLE ASSETS:
Owned Assets

Land (Freehold) 3.38 3.38 3.38 2.59 2.59 0.00 0.00 0.00 0.00 0.00 3.38 3.38 3.38 2.59 2.59

Land (Leasehold) 37.87 37.87 37.87 37.87 37.87 0.00 0.00 0.00 0.00 0.00 37.87 37.87 37.87 37.87 37.87

Buildings 24.92 24.92 24.92 25.54 24.14 8.91 8.09 7.20 6.28 5.33 16.01 16.83 17.72 19.26 18.81

f-~FE~D~P=E~ments 17.23 15.30 14.57 13.45 -11.37 13.29 12.40 10.93 9.05 7.07 3.94 2.90 3.63 4.40 4.30

Office and other equipment 51.11 14.69 14.03 12.53 11.60 14.18 8.59 7.71 6.88 6.04 36.93 6.10 6.33 5.65 5.56

Fumiture&Fixtures 7.94 7.68 7.55 7.52 7.22 6.49 5.70 5.33 4.96 4.46 1.45 1.98 2.22 2.56 2.76

Vehicles 0.20 0.16 0.08 0.13 0.13 0.07 0.07 0.07 0.12 0.11 0.13 0.09 0.01 0.01 0.02

Sub Total (1) 142.65 104.00 102.40 99.63 94.92 42.94 34.85 31.24 27.29 23.01 99.71 69.15 71.16 72.34 71.91

II. Intangible Assets:


Purchased Software
(Useful Life~ 5 years) 8.34 7.80 7.89 6.88 4.23 6.55 5.35 4.10 2.61 1.56 1.79 2.45 3.80 4.26 2,67
8.34 7.80 7.89 6.88 4.23 6.55 5.35 4.10 2.61 1.56 1.79 2.45 3.80 4.26 • 2.:~ l
Capital Works in ;,._ .11
1.,/ .
Ill. Progress~ . >/_ ./-.. :.~
lntanaible Assets 2.42 0.66 0.00 0.45 2.28 o.oo 0.00 0.00 0.00 0.00 2.42 0.66 0.00 0.45 2:}af·~" 1
" ., __

2.42 0.66 0.00 0.45 2.28 0.00 0.00 0.00 0.00 0.00 2.42 0.66 0.00 0.45 2.28

+·•ill
-~-,J\r

494
NOTE • Part A • 7
CONSOLIDATED NON- CURRENT INVESTMENTS -- .

Description As at As at As at As at As at
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
(A) Trade Investments --

t. Equity Instruments (Quoted )

- -
- Valued at Cost -
1,20,00,000 (Previous year 1,20,00,000) Equity Shares of
<'10/- each fully paid up of PTC Ltd. 12.00 12.00 12.00 12.00 12.00

Sub Total 12.00 12.00 12.00 12.00 12.00


-
(Bl Other Investments (Unquo~~d and Non- Trade}

f----
I . .~quity Instruments - Valued at Cost
·-~ ----

32,20,000 (Previous year 32,20,000) Equity Shares of


Rs. '10/- each fully paid up of Power Exchange India Ltd. 3.22 3.22 2.80 2.80 1.75
~,.,.

-
9,00,000 (Previous year 7,00,000) Equity Shares of ~1 DI-
each fully paid up of Subsidiaries
0.90 0.70 0.70 0.45 0.42
---
~-

Ill. Others -
---
--- -
- Valued at Cost (Less diminution, If any, other than
tempo~~!Y)
-- ~ ··--- --

76,82,816 (Previous year 76,82,816) Units of "Small is


Beautiful " Fund of KSK Investment Advisor Pvt. Ltd.
(Face value per unit is'{ 10) 7.68 7.68 7.68 7.83 8.73
~" ----·~-

Less : Provision for diminution 0.00 0.00 0.15 0.16 0.18


-~-·---

7.68 7.68 7.53 7.67 8.55


---
Sub Total
-
11.80 11.60 11.03 10.92 10.72
--·-
TOTAL 23.80 23.60 23.03 22.92 22.72
.
As at As at As at As at As at
Particulars
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

A renate Ofouoted Investments


- Book Adju_s_ted value 12.00 12.00 12.00 12.00 12.00
. '
- Market Value 116.28 81.17 71.46 73.68 100.08

A renate of Un-ouoted tnon trade\ Investments


- Book Adjusted value --
11.80 11.60 11.03 11.00 10.80

AnnJication Monev oendlna allotment of Shares


- Book Adjusted val~_e 0.00 0.00 0.00 0.00 0.00
-

--
TOTAL"
- Book Adjusted value 23.80 23.60 23.03 23.00 22.110
- ··-
- Market Value 116.28 81.17 71.46 73.68 100.08
. "

"""-=-
,~--~:

495
NOTE-PartA-8 I .

CONSOLIDATED LOANS I
I I I
'
I I I I
Description 31.03.2015 31.03,21>14 31.03.21>13 31.03.2012 31.03.2011
"'"
Current
"'"
Currant
""'
Currant
"'"
Currant
"'"
Curront
m:iturltlc:: m:rturttlo:i. maturltloa maturltlo:: maturltloa
Non Current Non Curron Non Curro~ Non curron1 Non curror
(Twolvo (Twelve (Twelvo (TWolw (Twolvo
Month::) Month:i) Month:i) Month::) Month::)

A Long Torm
.

I Socurod loom

a Con:ildorod Good
Rupee Term Loans (RTls) to State Electricity Boards, State
Powor Corporations, Central Public Sector Undertakings
ond State Governments 8,653.83 101793.35 10.767.18 93618.53 8892.04 66577.74 6918.59 53150.78 3422.31 39411.71
.

RTLs to lndeoendent Power Producers 1,287.56 24944.13 1.047.81 16730.66 9$9.56 13269.75 406.77 6674.03 392.03 3607.44

Foreign Currency Loons to lndopondont Power Producers


25.52 24.29 30.32 47.78 27.46 70.76 25.83 92.36 62.88 261.42

~
~gn Currnn~ Lo.:ms to St:rte Powor Utllltios 13.38 13.38 12.83 25.66 0.00 0.00 0.00 0.00 0.00 o.oo
BUV(')r'S Uno of Credit 89.83 574.03 67.94 492.07 10.20 122.36 4.89 0.00 6.52 4.89

L(')ase Financing to Borrowers 7.73 204.54 33.15 209.39 49.95 235.12 "35.96 63.00 28.06 103.31

RTls to Equipment Manufacturers 73.09 840,52 247.69 810.65 224.83 688.79 1.25 0.00 1.25 1.25

b) others

RTL to State Electricity Boards, Stoto Pewor Corpor:;ations,


Central Public Sector Undertakings, JV 6196 Borrowers and
State Governments - NPA 267.39 454.57 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
less: Provision for conting(')nclos 26.74 45.45 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
240.65 409.12 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

RTL to lnd(')pendent Power Producers - Projects under


lmolementation 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 375.00 325.00
Less: Provision for contingencies 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.50 1.30
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 373.50 323.70

'RTL to lndenendent Power Producers - NPA 471.52 933.37 414.68 581.74 196.77 723.01 62.05 864.97 0.00 8.92
; Less: Provision for continQoncles 143.22 187.01 88.62 107.42 27.70 72.30 14.23 86.50 0.00 8.92
328.30 746.36 326.06 474.32 169.07 650.71 47.82 778.47 0.00 0.00

Lease flnancino to Sorrowllrs • NPA 0.00 0.00 0.00 0.00 0.00 0.00 5.55 222.07 15.23 202.26
Less: Provision for contlnoencles 0.00 0.00 0.00 0.00 0.00 0.00 0.55 22.21 1.60 21.29
0.00 0.00 0.00 0.00 0.00 0.00 5.00 199.86 13.63 180.97

FCL to lndenendent Power Producers· NPA 7.66 229.12 110.37 120.92 77.ll-O 136.93 49.31 154.52 0.00 o.oo
Loss: Provision for contlnoencles 2.30 68.73 22.07 24.18 7.78 13.69 4.93 15.45 0.00 0.00 ,\

Sub·!otnl I
5.36

10725.25
160.39

129710.11
88.30

12621.28 112505.80
96.74 70.02

10433.13
123.24

81T.l8.47
44.38

7490.49
139.07

61097,57
0.00

4300.18
0.00

43894.69
..,, ''"'~
.··
v~ ·..
'

496
U, Un-Socurod Loans

a) Considered Good
Rupee Term Loans {RTLs) to State Electricity Boards, State
Powor Corporatlon::i,Contral Public Sector Undort:lklngs
and State Governments 5,401,87 59925.69 4,738.22 47080.32 4854.98 57487.53 4122.56 45164.17 5620.46 42113.17

RTLs to Independent Power Producers 158.29 6794.73 206.05 8018.88 115.64 3146.20 79.37 4924.35 19.60 609.03

Foreign Currency Loans to State Electricity Boards and


State PoWor Coml'lrotlons o.oo 0.00 0.00 0.00 11.99 34.87 11.56 44.05 23.58 48.73

Buver's Line of Credit 0.00 76.79 0.00 11.17 4.87 87.57 0.00 0.00 0.00 0.00

RTLs to Equipment Manufacturers 28.42 223.04 0.00 0.00 0.00 0.00 166.75 786.77 68.92 758.08

Foreign Currency Loans to Independent Power Producers


0.00 0.00 0.00 0.00 0.00 0.00 . 0.00 0.00 0.00 0.00

Lease Flnanclnn to Borrowars 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Bills Discounted 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

b) Others
RTL::i to State Powor orations - NPAs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4.24 0.00
Loss; Provision for contlnaonclos 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4.24 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub-Totnl II 5588.58 67020.25 4944.27 55110.37 4987.48 60756.17 4380.24 50919.34 5732.56 43529.01

Total A 16313.83 196730.36 17565.55 167616.17 15420.61 142494.64 11870.73 112016.91 10032.74 87423.70

B. Bonds

I Un-socurod Bonds
Bonds I Debonturos from State Powar Corporations 0.00 1170.50 0.00 1170.50 0.00 0.00 0.00 0.00 0.00 0.00

Bonds I Debentures from Independent Power Producers


0.00 29.48 0.00 29.52 0.00 29.52 0.00 34.08 0.00 o.os
Less : Provision for contlna!!lnclos 0.00 0.00 0.00 0.00 0.00 0.00 0.00 34.00 0.00 0.00

Tot3.IB o.oo 1199.98 o.oo 1200.02 o.oo 29.52 0.00 0.08 0.00 0.08

B. Short Torm
I Socurod
; Working Capital Loa.ns to Sta.to Electricity Boords .:md State
Powar Cornoratlons 549.88 0.00 812.98 o.oo 1000.00 0.00 2267.02 0.00 500.00 0.00
Working Copltal Loans to lndopondont Power producors
0.00 0.00 100.00 0.00 0.00 0.00 0.00 0.00 0.00 o.oo
Sub-Tot:i.11 549.88 0.00 912.98 0.00 1000.00 0.00 2267.02 0.00 500.00 o.oo
I Un-Socurod
Working Gapltal Loans to SW.to Eloctrlclty Boards and State
Powor Corporations 2132.14 0.00 1,483.08 0.00 1416.11 0.00 3760.85 0.00 1605.77 o.oo
Wor1dng Gapltal Loans to Independent Powar Producers 0.00 .··
205.20 0.00 0.00 0.00 0.00 0.00 150.00 0.00 0.00
Sub-Tot<il 11 2337.34 ~00 1483.08 MO 1416.11 0.00 3910..85 0.00 1605.77 0.00 '

Total of Short Tonn 2887,22 0.00 2396.06 0.00 2416.11 0.00 6177.87 0.00 2105.77 o.oo
~'"GrnndTotal • 19201.05 197930.34 19961.61 168816.19 17836.72 142524.16 18048.60 112016.99 12138,51 87423.78

497
NOTE - Part A - 9
CONSOLIDATED OTHER ASSETS ·-

As at As at As at As at
Description As at 31.03.2011
31.03.2015 31.03.2014 31.03.2013 31.03.2012

LOANS & ADVANCES Current Non-Curre1 Current Non-Curren Current Non-Curren Current Non-Curren Current Non-Curren

LL . -
Loans (considered good)
2.51 16.99 2.51 15.55 2.34 15.23 2.06 13.24 1.87 '9.89
~ to Employees (Secured)
b) to Employees__ (Unsecured) 5.51 38.78 5.32 35.70 4.11 27.26 3.75 19.19 3.07 12.90
8.02 55.77 7.83 51.25 6.45 42.49 5.81 32.43 4.94 22.79
-
Advances (Unse~ured considered _g~od) -
Advances recoverable in cash or in kind
or for value to be received -
from Subsidiaries (including
a) 2.25 131.73
interest reco_y~rable there on) . 186.58 104.15 164.81 92.21 2.37 219.35 103.43 68.64

b) to Employees* 1.27 0.90 1.31 0.54 1.16 0.45 0.98 0.00 0.59 0.00

c) Prepaid Expenses 2.23 0.00 2.12 0.16 2.03 0.15 1.82 0.00 •. 2.19 0.00

e) Others •. 137.61 3.54 101.23 1.13 82.11 0.41 62.43 0.33 332.27 2.23
..
Advance Income Tax and Tax
f)
Deducted at Source (net) 2.15 45.56 3.64 53.51 2.18 105.07 32.09 13.62 120.83 0.00
..
..9) Advance Fringe Benefit Tax 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.73 0.00
.. -
~ §_~_~urity Deposits 0.36 0.39 3.60 0.08 3.28 0.36 12.29 0.29 3.23 0.25
330.20 154.54 276.71 147.62 93.13 325.79 213.04 82.88 463.09 134.21
-
OTHER ASSETS
··--
- I Accrued but not due :
~---

a) Interest on Loan Assets - . 4415.15 0.00 3865.81 0.00 3257.46 0.00 2474.03 0.00 1863.14 o.oci
b). Q!~er charges 2.06 0.00 15.63 0.00 16.11 0.00 15.88 0.00 60.98 0.00
··--

c) Interest on Employee advances 0.27 15.33 0.25 11.74 0.23 8.52 6.72 .•. 0.00 5.26 0.00
-- -·--
d) Interest on Deposits and lnv~~-~tmen 25.75 0.00 10.10 0.00 29.54 0.00 19.97 0.00 15.77 0.00
--!----·- - ---- -- ---·- 4443.23 15.33 3891.79 11.74 3303.34 8.52 2516.60 0.00 1945.15 0.00
·- -·-- _.

II Accrued and due : ______ ._

Incomes accrued & due on loans 533.35 0.00 478.32 0.00 35.24 0.00 6.30 0.00 8.54 0.00
533.35 0.00 478.32 0.00 35.24 0.00 6.30 0.00 8.54 o.oo
Loans & Advances (Unsecured - oih0i-s)
.

. - --
Non Performing Assets (NPAs) 170.72 0.00 104.77 0.00 84.14 0.00 39.53 0.00 1.03 o.oo
Less : Provision for contingencies 51.88 0.00 21.71 0.00 9.26 0.00 4.80 0.00 1.03 0.00
-
118.84 0.00 83.06 0.00 74.88 0.00 34.73 0.00 0.00 0.00

TOTAL 5433.64 225.64 4737.72 210.61 3513.04 376.80 2776.48 115.31 2421.72 157.00
---- _---_ -
.

498
NOTE - Part A -10
CONSOLIDATED CURRENT INVESTMENTS

As at As at As at As at As at
Description 31.03.201 31.03.201 31.03.201 31.03.201 31.03.201
5 4 3 2 1
-

Equity Instruments - Valued scrip wise at lower


of cost
or fair value (Quoted and Trade)
--

5,39,349 (Previous year 5,39,349) Equity Shares


(Face value of< 10/- each fully paid up) of PGCIL 2.80 2.80 2.80 2.80 2.80
purchased at a cost of < 52
47,952 Shares (Previous year - 97,952 Shares)
Equity Shares (Face value of< 10/- each fully paid 0.50 1.03 1.03 1.03 1.03
up) of REC Ltd. purchased at a cost of< 105
·--·· -·----- ·----
-·--
1,39,64,530 Shares (Previous year - Nil Shares)
(Face value of< 10/- each fully paid up) of Coal 500.74 0.00 0.00 0.00 0.00
India Ltd. purchased at a cost of< 358.58
·---·------ --- -

·---
TOTAL 504.04 3.83 3.83 3.83 3.83
------ ·-----

As at As at As at As at As at
Particulars 31.03.201 31.03.201 31.03.201 31.03.201 31.03.201
5 4 3 2 1

-----
Aggregate of Quoted Investments ··---
-_Book ,6,~justed value 504.04 3.83 3.83 3.83 3.83
- Market Value 515.50 7.91 7.75 7.84 7.98
----- -
.

-------- . -
TOTAL
- Book Adjusted value 504.04 3.83 3.83 3.83 3.83
-- ·-
- Market Value 515.50 7.91 7.75 7.84 7.98
------ -
Note:- The number of units appearing in description column pertains to the investment as on31.03:2015

499
NOTE - Part A -11
-----

CONSOLIDATED CASH AND BANK BALANCES


-r ----

'"'s a1 ~Qm RS aL ~~ u•
As at
Description 31.03.201 31.03.201 31.03.201 31.03.201
31.03.2015 A ~ ? A

A Cash and Cash Equivalents -

I a) Balances in current accounts with: --


i) Reserve Bank of India 0.05 0.05 0.05 0.05 0.05
- -- --
ii) Scheduled Banks 138.25 3.22 3.41 21.64 249.21
138.30 3.27 3.46 21.69 249.26

b) Chegues in hand 0.01 58.36 0.63 0.95 0.38

e) Imprest with postal authority 0.00 0.00 0.00 0.01 0.01


-

Fixed Deposits with Scheduled Banks


f)
(original maturity up to three months) 4,894.89 1.25 4674.53 1954.31 2067.30
Sub-total (A) 5,033~20 62.88 4,678.62 -
1,976.96 2,316.95
·---

II Earmarked Balances:
---·- -
·---- ---- ---~-

Balances in current account with scheduled


i) banks for payament of interest on bonds,
dividend etc. 1.36 1.50 1.25 0.98 0.61
-- '

-··-------- ----~-

Public issue Account with Escrow collection


ii)
Banker 0.00 0.00
·---
165.37 0.00 0.00
"---
-- ------- -- -----· -·--· ·----~

iii) IPDS -------


Balances in current account with schedule
banks 5.00 0.00 0.00 0.00 0.00
Fixecll)_eposits with Banks 45.00 0.00 0.00 0.00 0.00

iv) APDRP ----


FixedDeiposits with Banks '''
0.00 0.00 ----
12.11 11.01 34.89

Sub-total (B) 51.36 1.50 178.73 11.99 35.50


--

Ill Other Bank Balances -

Fixed Deposits with Scheduled Banks


(original maturity more than three months but
up to twelve months) 282.80 395.11 100.26 98.81 32.47
-----

--- ----- ---- ---


Fixed Deposits with Scheduled Banks
(original maturity more than twelve months)
-------
93.27 27.36 22.85 13.26 59.32
Sub-total (C) 376.07 422.47 123.11 112.07 91.79

TOTAL 5460.63 486.85 4980'461 2101.02 2444.24

Page 24

500
NOTE - PartA-12
CONSOLIDATED REVENUE FROM OPERATIONS --

I
Year Year Year Year
Year ended
Description ended ended ended ended
31.03.2015
31.03.2014 31.03.2013 31.03.2012 31.03.2011

"(Aj- Interest
Interest on loans 24,827.62 20,955.19 16893_50 12602.50 9160:51
Rebate for Timely Payment to B0rrowers -261.06 -205.9o -167.46 -181.29 -157.05
~-

lease income 22_93 25.26 29.40 18.59 15.81

~--
Sub Total {A) 24,589.49 20,774.55 16,755.44 12,439.80 9,619.27

-
{By· Consultan_cy I Advisory Servi_ces

-
Income from Consultancy Assignments 52.34 41.63 30.56 47.77 0.00
--
Syndication and-Debenture Trustee Fee 4.44 0.57 1.77 0.16 0.00
-- ·-·-

Mvisory Fees - UMPPs 0.00 0.00 0.00 0.00 46.46


Sub Total (B) 56.78 42.20 32.33 47.93 46.46
-~

(cf OlhC!_r O~eraling Income

!ocome from surPius fur_lds 151.50 190.53 '156.16 244.97 ... 93.18
I-----

Interest received on advances given to subsidiaries


8.32 6.60 4.00 2.60 1.43
--
Sub Total (C)
159.82 197.13 161.06 247.77 94.61
-
(0) Other Financial Services
-- --
-
-- -
Prepayment Premium on loans 64.48 182.74 10.96 14.87 27.85
-
Upfr0nt fees on Loans 16.34 35.57 39.69 26.81 41.72

ServiCa charges on Loans


- 0.00 o.00 0.00 0:02 0.07
-·-~

- f.~anagement, AgellC'{ & Guaran~ee Fees 94.70 148.38 115.56 65.37 96.77
----:-:-:-
Commitment Charges on loans 1.84 4.15 4.34 2.60 3.04
Less : Commitrrlent charges on Loans \Vaived 0:01 0.75 o.o6 0.00 o.08
1.83 3.40 434 2.60 2.96
-
Fee on account of Gol Schemes :-
Nodal Agency Fee - R-APDRP -36.38 18.50 16.52 39.15 89.62
--
Nodal Agency Fee - IPDS 5.82 0.00 0.00 0.00 0.00
-·--
Sub Total (0) 146.79 386.59 187.07 148.82 258.99
..
TOTAL 24952.88 21402.47 17135,90 12884.32 10019.33

501
NOTE ·Part A· 14 - -
CONSOLIDATED FINANCE COST - - - - - -
--

Year ended
Description ended
31.03,2015 -- ,_ended
-- -- ended
-
ended
.

I. Interest

On Bonds 12,353.14 10,682.71 8579.57 6213.02 4835.41


-
-on Loans 2,080.85 1,644.05 1772.32 1808_14 1417.53
-
to GOI on Interest Subsidy fund_ 9.42 10.70 19.00 38.02 - 5tf:i2

financial Charges on Commercial P_aper 288.47 192_22 200.74 57.47 15.45


-

S\vap Premium ( Net) 60.53 8.38 13.45 -8.19 -153.05


14792.41 12538.06 10585.08 8106.46 6171.56
I L Other Charges_ -
- - - "0.41
Commitment & Agency Fees 0.61 1.13 1.o4
·---~
2.35
Guarantee, Us\ing-&frUSteeshipfees
--2.11 1.99 1.64 1.71
-- 61~04
Management Fees on '='"-~-~Jil!'I Curre Loans 124.15 0.25 64.44 0.00
_,, __ -
Direct overheads for Consultancy Services 11.96 8.02 4.58 _1,80 2.29
--- Bank I Other charges 0.02 0.03 0.07 0.19 0.12
--
Interest paid on advances received from subsidiaries
4.59 6.39 7.63 9.08 7.07
143.68 17.21 79.84 13.75 72.90
Ill.
Net Trans!ation I Transactions Exchange Loss I ga-;r; (~-
514.19
I ----- 452.52 167.98 167.60 26.38

TOTAL 15,450.28 13 007.79 10,832.90 8,287.81 6,110:84


>

502
NOTE - Part A - 13
CONSOLIDATED OTHER INCOME .

Year Year Year Year Year


ended ended ended ended ended
Description
31.03.201 31.03.201 31.03.201 31.03.201 31.03.201
5 4 3 2 1

Dividend /Interest Income on Non-Current


Investments 2.40 1.92 2.13 1.81 1.56

Dividend Income on Current Investments 29.06 0.22 0.25 0.20 0.15


-
Income from Surplus Funds ----- ·--
13.83 12.76 12.96 9.39 0.00
-
Profit on sale of Fixed Assets 0.05 0.01 0.01 0.01 0.00
------·
Profit on sale of Current Investments 1.31 0.00 0.05 0.00 0.00

Profit on sale of Long term Investments 0.00 0.00 0.00 0.84 1.78

Interest on Income
---------------- Tax Refund
----- ------- 1.48 2.42 0.18 -
16.58 24.49
-.
Miscellaneous Income -- 8.33 7.73 3.34 4.30 - ---
9.83
~---·----------·---· ---- .... ---~-

Excess Liabilities written back 2.45 2.39 0.04 ------ 0.08 1.34

Processing Fee ,,------ :··_ -- ·· . 0.09 0.00 0.00 0.00 0.00


.
TOTAL
.' 59,00 27.45 18.96 33.21 39.15

'
'• <;J~~

503
NOTE ·Part A· 15
CONSOLIDATED BOND ISSUE EXPENSES
- ---
-J
Year Year Year Year Year
ended ended ended ended ended
Description
31.03.201 31.03.201 31.03.201 31.03.201 31.03.201
5 4 3 2 1

Interest on Application Money 0.18 39.28 61.27 123.76 37.42


----·
Credit Rat_i_~g Fees 3.73 3.50 2.84 2.85 1.57
---~------

Other~sue~~P~~~~~ 21.28 32.24 24.97 63.64 20.83


-------- -----
Stamp Duty Fees . ... 6.21 4.07 8.25 6.64 3.23
·-
·.
. -
TOTAL ·.· 31.40 79.09 97.33 196.89 63.05

'):l. .

504
NOTE - Part A -16
CONSOLIDATED EMPLOYEE BENEFIT EXPENSES -·

Year Year Year Year Year


Description ended ended ended ended ended
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

- __ , .
-
Salaries and Wages . 75.46 72.60 71.96 58.84 50.51
- - -

Contribution to Provident and other funds 8.40 8.61 6.85 7.06 7.17

·-
Staff Welfare 12.50 10.64 8.06 9.23 -·
8.40

Rent for Residential accomodation of


employees 5.11
--
4.71 3.95 6.55 6.89
' ..
.· ·.. .·
101.47 96.56 90.82 81.68 72.97

")~~t< .·

505
-
NOte :- --

1) Misce_llaneous includes :

Books & Periodicals 0.06 0.05 0.04 0.03 0.04


Advertisement 4.46 4.72 5.52 6.50 6.30
Membership & Subscription 0.79 0.67 0.60 0.65 0.85
Entertainment 0.59 0.58 0.55 0.61 0.45
Conference & Meeting Expenses 1.71 1.07 1.19 1.50 1.33
Security Expenses_,. ----
1.30 1.42 1.11 1.04 0.97
Training 0.89 0.75 0.65 0.35 0.43
EDP Expenses_ 2.07 1.83 2.04 1.23 1.52
Business P~~-~-~_tion I Related Expenses 0.73 0.35 0.17 0.14 0.10
Equipment hiring_c~arges
' -
0.00 0.00 0.00
- -
0.11 0.10
Interest on income tax U/S 234 ----
4.32 5.51 4.07 4.90 0.22
'--------·--. -- --
~~_udltors' Remuneration includes : - --- --
Audit fees ---
0.24 0.25 0.19 0.19 0.14
Tax Audit fees 0.06 0.06 0.05 0.04 0.04
Other certification services 0.16 0.35 0.31 0.41 - 0.25
Reimbu!s~_'!l_~~t of Expenses 0.00 0.00 'U.00 0.00 0.01
.·' .,,·_ :: .
---

,\;~\
1ri

506
NOTE - Part A-17 --,--

CONSOLIDATED OTHER EXPENSES - --- . -·

Year Year Year Year Year


ended ended ended ended ended
Description
31.03.201 31.03.201 31.03.201 31.03.201 31.03.201
5 4 3 2 1
Office Rent
·----- --·-
1.20 1.25 1.31 1.30 0.72
- - - - --------
Electricity & Water _'?h_~_i:~-~- - 1.80 1.62 1.57 1.18 1.29
------·- . ---· -------
Insurance 0.06 0.05 0.05 0.12 0.04

Repairs & Maintenance 3.38 2.87 2.51 2.04 2.46

Stationery & Printing 1.82 1.81 0.97 0.81 0.70


----
Travelling & Conveyance 9.00 9.31 8.42 6.59 6To
·-

Postage, Telegraph & Telephone 2.23 1.96 1.64 0.97 ·-1.0s


·---- ' ..
- -----
Professional & Consultancy charges 1.24 1.30 1.18 2.02 · -
1.89

Miscellaneous .-------
---------.--.---. 22.23 20.48 20.43 20.98 16.13
---- - ···--
Loss on sale of fixed assets ·------- ----- .. 0.02 0.10 0.04 0.03 0.06
-·-------------·--· ··-------- ----- ·-·------
Auditors' remuneration ·------
0.46
·----------- 0.66 0.55 0.64 0.40
··----·-
Service Tax
·-------·-- ----------·- --· -- 6.48 4.00 5.93 4.30 1.62
-·· ----- --- ----
Rates & Taxes 1.10 -·
1.14- ·--· .... ---
-·-·----
0.95---- ------
0.83 0.77
------- -- -·-------------
'"" - --·- -----·----- ··----
-·~---

Contribution to PMC (MoP) 0.34


---------·----···--. -- ..----··-----
0.30 0.55 0.54 0.00
___ __ ,,
-
------------·-------·-- ··---·---- - - - - - · -----·--- . -···-------~

Wealth Tax
""--.-------------------· ----------- 0.00 ------- 0.00 0.00 ---- 0.01 0.00
---- ------ . · - ---· -----~----

----·----
TOTAL
----·-- --·--· 51.36 46.85 46.10 42.35
··-· ------------- - ---- -------- ---- ----- -----
33.16
-----·---- -· ... ----·-·----- - - - - - ·--· --· .. ---- --· ------- ·------~

R-APDRP Expenses
-36.91 36.91 0.00 0.00 -15.89
.. ··
TOTAL 14.45 83.76 46.10 42.35 17.27
..

507
Note - Part A -18 --

CONSOLIDATED PRIOR PERIOD ITEMS (NET)


-- -
I~ in crore'

Year ended Year ended Year ended Year ended Year ended
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

Prior Period Expenses : --

Interest & other Charges -6.06 0.34 1.18 0.44 0.19


Issue Expenses -0.02 0.19 0.00 (0.23) 0.00
Personnel & Administration ElCj)enses - CSR* 0.00 (16.39) 0.00 0.00
Personnel & Administration Expenses - Others 3.94 (0.74) - -
0.37 (0.77) 0.05
Depreciation 0.00 (0.02) 0.00 0.03 (0.03)
Miscellaneous Expenses
--·
0.00 0.00 0.00 0.00 0.00
(2.14) --·- (0.23) (14.84) (0.53) 0.21

Prior Period Income : -- .. _.. --


__ _.
··--
.

Interest Income 0.00 0.00 (3.27) ---·


0.34 0.13
Other Income -- -·---
~----··---------~--- --~~-----------------~--------
0.00 0.00 (2.65) ----- 0.00
0.00
..
..
Total 12.141 (0.231 18.921 (0.87' 0.08
.

508
l·'l'y-,_y,~-.,_-'
POWER FINANCE CORPORATION LIMITED
----
Statement of Consolidated Cashnows
------
-----
~In crore)

Year Ended Year Ended Year Ended Year Ended Year Ended
PARTICULARS
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011

I. Cash Flow from Operating Activities:·

Net Prorrt berore T11x and ExtraordJnary Items 8,445.SS 7,624.42 5,9_9_3.52 4,145.SS 3,535.59
----

AOO: AdjustmEnts for ----~

Loss on 8a\e of Assets (net) (0.03) ----- 0.08 0.03 0.02 0.06
~
DeP<Watioo I Amortisatioo
-------- - --- ----
t:ro 523 5.96 5.5' 5.08
Arr»rtisatic>n of Zero CO\Jpon Bonds & comme1eial Papers 47.50 102.74 135.9-8 24.48 57.97
-
~~!1~T~~~r~~~~~-~Je-itffiiir\iS- - - - - - - - - - - - - - - __p:l-64 414.06 163.78 147.83 {2.47)
~
1.05 (0.15) (0.00) (0.02) {0.06)
ProV:slC>n for Co.nFngenctes 843.07 469.95 80.85 142-79 31.79
Oiv-kleOO on Investment (31.46) (2_14) (11-67} -(12:33) (6.32)
Pro·i.s\C>n for CSR Expero1Hure & Susta'nal>'.e ExpeacHure 117.49 53 23 16.30 0.00 ---- _____MQ
PrO'i.slC>n forlnte1est under IT Act 4,~2_ - 5'2 4.07 4.00 0 22
1---" Pr•Wi~~nwRHllIT!Ntnl~ms.>umn we;1are exp.e-i>SeSNiage· 21.99 9.8-0 11.64 3.10 10.6$
~ "'-"'-'-""'----·"--------- (14-26) (13.21) (9.32) 000 000
lnlerest Received
lnte1est pa'<I 0.12 0.01 0.02 0.01 - ___ ____2E_
Prerm·nary expenses ·v.ritten off
()pe~U!'H.r~frt_~f0)!!~0)-~l_i:i9_<?~J!~!-~'1~n9es: _ __9,666}§_ 8,679.24 6,391.14 -- 4,-462.16 3,6$2.81
- ··-·-

lnerease/Oeuease:
loans Disl>!lfsed men 128,516.88 (30256.10) (3G587.60) (19755.37)
-- --(:28-568.92)
--- - -
{772.62) {1,232.35} (1316.72) {693.37) (596.80)
O!hef Current Assets
Forelgn Currency Monetary Item Trans!ati<:l<I Diifereoc.e Ne 328.65 {231.24) 37.44 {515.41) 0.00
Ual>l'ities a!KI iJ(OvisJons 374.57 0%23 1435.51 970.89 --001.os
t,l;~'an-eous acfture (not .,.,ritten off/ad;-usted) o.oo- --··-ci_oo 0.00
Cash flow before e:Waord!nary Items (18972.07) (20316.00) (23708.72) (28383.32) {16768.31)

--~
Extraord'o"lary ~ems 0.00 0.00 0.00 0.00 0.00

(18972.07) {20315.00) (23708.721 {28363.32) (15768.31)


Cash Inflow/Outflow from operations before T11x
-----·
lnwmeTaxp-a\d {247524) (2,038.83) {1564.97) (1005.54) ____ , __ _(~
Income Tax RefuOO

Net cash flow from Operating Activities


5.74

•21441.67
57.97

22295.88)
'·"
25288.13
38821,

26980.851 -(16647.91)

_Jh_ ~as~. Fl_ow From Investing Activities:

sa:e f de-crease of Ft>;ed Assets 0.19 0.17 0.05 0.12 0.54


Purchase or FL>:ed Assets (40.9-0) (2.81) (4.38) (7.71) (7.55)
- Jilcrease/de-crease In Cao-:ta1 Works In Progress __ jl,~): 0.00 0.45 183
- (0.55)
Investments In Subs!d'aries
--- (020) 0.00 (025) {0.08) 0.10
Interest Reee.'ved 1425 13.21 12.-43 0.00 0.00
Div'.deac:t on lnvestmer.ts 31.46 2.14 829 6.79
- ···------~
other Investments
Net Cash Used In ln~~stfng Activities
!495.1 l
(491.91)
3.51
9.20
'-"
22.44
(36.49
{35.64) (21.211
- -·--
m. cash Flow From Flnane!al Activities:
-·---------~----- ----- -·---- - - - - - - - ---·-----
___ ,, ____
tssue of Equ'ty Shares 000 0.44 1.50 3413.73 0.00
Issue of Boods (~~~E'"''um) (Ne!) 32857.60 211-43.54 21388.12 27758.41 10313.05
Rats';ig or Loog Te1111 Loans (Net) (7003.06) 546-5.00 450_50 (1603.50) ·-·1ess-:oo
Rals'og of Forelgn Currency LoaliS {Ne!) 555.33 67.27 2553.46 461.48 2214.60
.
lt>terest Pald (0.12) 0.00 0.00 0.00 0.00
COmmerciaJ pape;:- (Neij-
--·
~-
[36-50.00) 14050.00
805.00 5000.00 3400.00
loan Against F[(ed Deposits I Worl<lng Cap)al Demand loan I --r928-:1Y. (3819.77) (251.4:3) 1630.16 565.92
lt>terest Subs~dy FuOO (12_52) (21.91) [230.43) {75.66) {211.62)
llfKJa·~-~s (NeQ (0.57) (0.17) {0.56) {1.25) (16.31)
Pa)meol or Fma:! DivideOO (lllChx:rng Dxpofa!e OW.dend Tax) of
(30.S9) (154.43) (153.41) {230.11) (200.76)
Pre·l.ous year
.. -~--

Paymet>t of Interim Div'tdeac:t (llidu<r;;g corpo<ate o.v;cieoo Tax) (1346.14) (1359.05) (920.49) (767.03) (468.44)1
of Current year
!nteres\Pald ____ ,_ ---- ''---~
0.00 {0.01) (0.9-8)
Share A;lp.f;caEoo Morn;y
~--
Net Cash ln-flO'Hfrom Financing ActMtles 28S03.80 17870.92 27947.36 28876.20 175S0.46

Net lncreaseJDecrease In Cash & Cash Equivalents 4970.32 f4615.74 270f.66 1339.99 911.34
Add: Cash & Cash EruM~a!ents a~~--nl!,-~_oflh~period 62.88 4678.62 1976.96 2316.95 1405.61
Cash & Ca~-~. ~qulvalents at the end of the period 5033.20 62.88 4678.62 1976.96 2316.95

---
De tans of Cash & Cash Equivalents at the end or the year.
Ba\aoc.es In current occoun!s ....1th·
1--'l ReserveBaMoflnd'a _. _____ __ , 0.05 0.05 0.05 0.05 0.05
SChedu'-ed Ban.\s 13625
'-" 3.41
o_63-
21.64
'0_95 --- 249.21
- 0_38
mi "' ~u~_s In hand
Imprest .,.,ilh postal authority
Fued Deposits .,.,'.th Sciledu:-ed BaMs
-----
0_01
0.00
58.3'
0.00 0.00 0.01 0.01

- "' (orlg'nal maturity up to three months)


Sub Total (1}
4894.89

5 033.20
1.25

62.SS
4674.53

4 676.62
1954.31

1 978.96
2067,30

2 316.95
---- - ----
~lls of Earmarlled Cash and Bank Balances at the end of the year.
Ba•aoc.es in current auounts w:th schedu~-ed banks for pa;ment
----- ---- - -
I)
II
of Interest on boods, O.vidend, etc.
IPOS '" 1.50

- -----
125 0.9'1

-
0.61

Ba~s In current a~nt "''Ah sci1edu'e b-an.\s 5.00 o_oo 0.00


-----
0.00
-
o:oo
Ft>;ed Depos:ts .,.,ilh Banks 45.00 0.00 0.00 0.00 0.00
--
!II) APDRP
fb:ed Depos'ts .,.,M Bal'lks 000 o-_oo 12_11 11.01 34.'9
Pub!.:: issu&Acrount "'ill! ES<:fO-N CO~ei;t;on Banker
"'
~~Balances
Suii Total (U)
----
0.00
51.36
0.00
1.50
16-5.37
178.73 11.99
000 000
35.50

lj I, Ft>;ed Deposls .,.,ilh Schedu'-ed Banks (orlg·nal maturity more


th-an three months)
FL>:ed Depos~s .,.,ilh Sffiedu:-ed Banks
__ _
282.80

9327
395.11

27.36
100'25

22.85
""
13 25
32:.4!

-5'3.32
(~'nal maturnt mcxe than t"-e:Ve rnoolhs)
-
Sub Total (Ill) 378.07 422.47 123.11 112.07 91.79
-
Tofii Cash and Bank Balance at the end of the year. (l+H+I!!) 5460.63 466.8-5 4980.-46 2101.02 2 444.24

'
i

509
FY 2014-15

Part - B
CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The
Company),. its subsidiary, Joint Venture entity and Associate. The Consolidated Financial
Statements have been prepared on the following basis:-

i) The Financial Statements of the Company and its subsidiary are combined on a line by
line basis by adding together the book values of like items of assets, liabilities, income
and expenses after fully eliminating intra-group balances and intra-group transactions
resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21
- Consolidated Financial Statements.

ii) The Financial Statements of Joint Venture entity has been combined by applying
proportionate consolidation method on a line by line basis by adding together the book
values of like items of assets, liabilities, income and expenses a~er eliminating
proportionate share of unrealized profits or losses in accordance with Accounting
Standard (AS) 27 - Financial Reporting of interests in Joint Ventures.

iii) The consolidated financial statements are prepared using uniform accounting policies for
like transactions and other events in similar circumstances and are presented to the
extent possible, in the same manner as the company's separate financial statements
excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through subsidiaries
holds more than 20% of equity, investments in Associates are accounted for using
equity method in accordance with Accounting Standard (AS) 23 - Accounting for
Investments in Associates in Consolidated Financial Statements.

B. Investments in Subsidiaries and Associates which are not consolidated, are


accounted for as per Accounting Standard (AS) 13 - Accounting for Investments, as
per policy no. 6.2 infra.

C, OTHER SIGNIFICANT ACCOUNTING POLICIES


1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention
on accrual basis in accordance with Generally Accepted Accounting Principles (GMP),
notified Accounting Standards and relevant provisions of the Companies Act, 1956 and 2013.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.
2 RECOGNITION OF INCOME/EXPENDITURE
2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 7.2, infra is
recognized in the year of its receipt. However, any unrealized income recognized before the
asset in question became non-performing asset or• the income recog[\i<:ecrifrrespect of
assets as stated in the proviso to paragraph 7.2, infra which remainedd,\:ffi,but unpaid for a
period more than six months is reversed. · ·.
'.\. ':+
'i:J '··/
;\('

510
2.1.2 Income under the head carbon credit Is accounted for in the year in which it is received by
the Company.

2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire
amount due on time.

2.3 Discount / financial charges / interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 Prior period expenses / income and prepaid expenses upto < 5,000/- are charged to natural
heads of account.

2.8 Income from consultancy service is accounted for on the basis of assessment by the
management of actual progress of work executed proportionately with respect to the total
scope of work in line with the terms of respective consultancy contracts.

2.9 Fees for advisory and professional services for developing Ultra Mega Power Projects
(UMPPs) (Special Purpose Vehicle of Power Finance Corporation Limited) / Independent
Transmission (ITPs) Projects becomes due only on transfer of project to the successful
bidder and is accordingly accounted for at the' time of such transfer. ·

2.10 The sale proceeds from Request for Qualification (RFQ) document I Request for Proposal
(RFP) document for ITPs and UMPPs are accounted for on receipt of the same.

3. MISCELLANEOUS (PRELIMINARY) EXPENDITURE

Expenditures which are not an Intangible Assets in terms of AS-26 will be fully written off in
the same year in which it's incurred.

4. FIXED ASSETS/DEPRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

4.2 Additions to fixed assets are being capitalized on the basis of bills approved or
estimated value of work done as per contracts in cases where final bills are yet to be
received/ approved.

4.3 Depreciation on assets is provided on , original cost of the asset reduced by its residual
value estimated from time to time, as per written down value method, over the useful
lives of the assets as per Companies Act, 2013.

4.4 Items of fixed assets acquired during the year costing up to < 5,000/- are fully
depreciated.

5. INTANGIBLE ASSETS /AMORTIZATION

5.1 Intangible assets such as software are shown at the cost of acquisition less
accumulated amortisation, and amortization is done under straight-line method over
the life of the assets estimated by the Company.

6. INVESTMENTS

6.1 Current investments are valued individually at lower of cost or fair value..
2

511
6.2 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

7 PROVISIONS/ WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

7.1 PFC being a Government owned Non-Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

7.2 As per prudential norins approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues if any, when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and any amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realisation basis.

i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated 11.11.2008.

ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department, for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the Company shall follow the Government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

iv) Non servicing of part of dues due to dispute by the borrower for a period not
exceeding 12 months from the date from which the company's dues have not been
paid by the borrower. The disputed income shall be recognized only when it is
actually realized. Any such disputed income already recognized in the books of
accounts shall be reversed. Disputed dues means amount on account of financial
charges like commitment charges, penal interest etc. arid the disputed differential
income on account of interest reset not serviced by the borrower due to certain
issues remains unresolved. A dispute shall be acknowledged on case to case basis
with the approval of the Board of Directors.

7.3 NPA classification and provisioning norms for loans, other credits, hire purchase and
lease assets are given as under:

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA for a period exceeding 18 months Doubtful asset
3

512
(iii) When an asset is identified as l0ss asset or assets
remain doubtful asset for a period exceeding
36 months, which-ever is earlier Loss asset

For the purpose of assets classification and provisioning:

a) Facilities granted to Government Sector & Private Sector Entities shall be


classified borrower wise with the following exceptions:

i) Government sector loans, where cash flow from each project are separately
identifiable and applied to the same project, PFC shall classify such loans on
project wise basis.

b) The amount of security deposits kept by the borrower with the PFC in pursuance
to the lease agreement together with the value of any other security available in
pursuance to the lease agreement may be deducted against the provisions
stipulated above.

c) NPA subjected to rescheduling and/or renegotiation and/or restructuring, whether


in respect of installments of principal amount, or interest amount, by whatever
modality, shall not be upgraded to the standard category until expiry of one year
of satisfactory performance under the restructuring and/or rescheduling and/or
renegotiation terms.

d) Interest restructuring which is normally done by PFC to help the borrowers to


convert the past high cost debts into lower interest bearing debts will not be
considered as re-schedulement /debt restructuring.

e) Facilities falling under paragraph 7.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per PFC
Prudential Norms applicable from time to time.

7.4 Provision against NPAs (Assets other than Hire Purchase and Leased assets) is made at
the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion I facility including that guaranteed by the State / Central
Government or by the State Government undertaking for deduction from
central plan allocation or loan to state department.

Up to 1 year 20%
1 - 3 years 30%
(b) Unsecured* 100%
* A facility which is backed by Central / State Government Guarantee or by
State Government undertaking for deduction from central plan allocation or
a loan to state department would be treated as secured for the purpose of
making provision.

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

7.5 The provisioning requirements in respect of hire purchase and leased assets shall be as
per Para 9(2) of the Non-Banking Financial (Non-Deposit Accepting <>r Holding)
. 4 . .

513
Companies Prudential Norms (Reserve Bank) Directions, 2007 issued vide circular
dated 1st July, 2013 and subsequent amendments issued from time to time.

The para 9(2) as mentioned above is reproduced hereunder-


11
Lease and hire purchase assets

(2) The provisi9ning requirements in respect of hire purchase and leased assets shall be
as under: r

Hire purchase assets

(i) In respect of hire purchase assets, the total dues (overdue and future installments
taken together) as reduced by

(a) the finance charges not credited to the statement of profit and loss and carried
forward as unmatured finance charges; and

(b) the depreciated value of the underlying asset, shall be provided for.

Explanation: For the purpose of this paragraph, the depreciated value of the asset
shall be notionally computed as the original cost of the asset to be reduced
by depreciation at the rate of twenty per cent per annum on a straight line method;
and in the case of second hand asset, the original cost shall be the actual cost
incurred for acquisition of such second hand asset.

Additional provision for hire purchase and leased assets

(ii) In respect of hire purchase and leased assets, additional provision shall be made as
under:

(a) Where hire charges or lease rentals are overduE


Nil
uoto 12 months
10 percent of the ne
(b) where hire charges or lease rentals are overduE
book value
for more than 12 months but upto 24 months
( c) where hire charges or lease rentals are overduE 40 percent of the ne'
for more than 24 months but uoto 36 months book value
(d) where hire charges or lease rentals are overduE 70 percent of the net
for more than 36 months but uoto 48 months book value
( e) where hire charges or lease rentals are overduE 100 percent of the ne
for more than 48 months book value

(iii) On expiry of a period of 12 months after the due date of the last installment of hire
purchase/leased asset, the entire net book value shall be fully provided for.

7.6 Standard Assets (including for Hire Purchase & Leased assets)

[as per Para 9(A) of the Non -Banking Financial (Non- Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 and subsequent
amendments issued from time to time.]

Provision for standard assets* at 0.25 percent of the outstanding shall be made, which
shall not be reckoned for arriving at net NPAs. The provision towards standard assets
need not be netted from gross advances but shall be shown separately as 'Contingent
Provisions against Standard Assets' in the balance sheet.

*For the purpose of provisioning on Standard Assets, Standard Assets shallmeafl loans
and advances classified as Standard Assets. ··

514
7.7 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
'or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the Company under
the following stages:

a) Before commencement of commercial production


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and / or
rescheduling and/or renegotiation of principal and I or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring / reschedulement / renegotiation of terms
of loan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule* before COD** of the


project in respect of Government Sector Entities, without any sacrifice*** of
either principal or interest, will not be considered as restructuring / rescheduling /
renegotiation for the purpose of applicability of this section.
* including change in terms w.r.t payment of principal consequent to cost overrun
funding

** Completion Date for projects where COD is not applicable.

*** The term "sacrifice" shall mean waiver / reduction of principal and / or the
interest dues and / or future applicable interest rate as a part of Restructuring /
Reschedulement I Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured / Rescheduled / Renegotiated


Loans:

Where the asset is partly secured, a prov1s1on to the extent of shortfall in the
security available, shall be made while restructuring and / or rescheduling and /
or renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured / Rescheduled / Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal


alone, at any of the aforesaid first two stages shall not cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is .111ade there
against.

515
(iv) Treatment of Restructured / Rescheduled / Renegotiated sub-standard Asset:

A sub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall· be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured / Rescheduled I Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and / or renegotiation and I or


·restructuring, whether in respect of instalments of principal amount, or interest
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring and /
or reschedulin~ and/or renegotiation terms.

Note

a) Satisfactory Performance means where no payment should remain overdue for


a period of more than number of days after which it would be classified as NPA. In
addition there should not be any overdue at the end of one year period. Further,
the satisfactory performance is to be seen in respect of all the outstanding
loan/facilities in the account.

b) Asset classification of sub-standard asset will not deteriorate upon rescheduling


and/or renegotiation and/or restructuring whether in respect of instalments of
principal amount ·Or interest amount by whatever modality, if satisfactory
performance is demonstrated .during the period of one year under the
restructuring and/or rescheduling and/or renegotiation terms.

c) In case, however, satisfactory performance alter a period of one year is not


·evidenced, the asset classification of the restructured account would be governed
as per the applicable prudential norms with reference to the pre-restructuring
payment schedule*.

*pre-restructuring payment schedule shall mean the date on whicl) .. the loan asset
became NPA on the first occasion.

(viii) Reversal of PrJ,>vision:

516
The provisions* held by the non-banking financial companies against non-
performing infrastructure loan, which may be classified as 'standard' in terms of
paragraph 7. ?(iii) above, shall continue to be held until full recovery of the Joan is
made.

* The provision which is made in a restructured / rescheduled I renegotiated


account towards interest sacrifice.

(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity.

(x) Conversion of Debt into Debentures:

Where principal amount and I or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the Joan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and /
or rescheduled and / or renegotiated and which are fully or partly secured
standard I sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation shall


cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central / State Government Guarantee or by


state government undertaking for deduction from central plan allocation or a
loan to state department.

b) Loans falling under paragraph 7.2(i).

(xii) Accounting Policy stated at 7.7 (i) to 7.7(xi) to be read with the following
paragraphs:

a) PFC's restructuring norms approved by MoP will be applicable till


31.03.2017 for Transmission & Distribution, Renovation & Modernization
and Life Extension projects and also the hydro projects in Himalayan region
or affected by natural disasters.
b) All new project loans (except covered under 7.7(xii) (a) above) sanctioned
with effect from 01.04.2015 to generating companies, to be regulated by
the RBI norms for restructuring and provisioning.
c) Loans (except covered under 7.7(xii) (a) above) already sanctioned upto
31.03.2015 will, continue to be subjected to PFC's restructuring norms
approved by the Ministry of Power, however provisioning on loan· assets of
generating companies will be as per RBI norms.
--"\

517
8 FOREIGN EXCHANGE TRANSACT10NS

8.1 The following transacti.ons are acc.ounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11:

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11:

(i) Foreign currency loan liabilities.


(ii) Funds kept in foreign currency account with banks abroad.
(iii) Contingent liabilities in respect of guarantees given in foreign currency.
(iv) Income earned abroad but not remitted / received in India.
(v) Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency loans/borrowing.

8.3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

8.4 In case of loan from KFW; Germany, exchange difference is transferred to Interest
Differential Fund Account - KFW as per loan agreement.

8.5 In accordance with the paragraph 46A of the Accounting Standard (AS) 11, the
exchange differences on the long term foreign currency monetary items are amortized
over their balance period.

9, DERIVATIVE TRANSACTIONS

9.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

9.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

10. Accounting of Government of India (Go!) schemes:

10.1 The Company acts as a channelizing / nodal agency for pass-through of loans/ grants/
subsidies to beneficiaries under various schemes of the Govt. of India. The Company
receives the amount on such account and disburses it to the eligible entities in
accordance with the relevant schemes.

10.2 Where funds are first disbursed to the beneficiary, the same are shown as amount
recoverable from the Govt. of India .and are squared up on receipt of amount.

10.3 Where funds are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the beneficiary.

10.4 The income on account of fee etc. arising from implementation of such Go! schemes is
accounted for in accordance with the respective scheme / Go! directives as applicable.

11. INTEREST SUBSIDY FUJ'IO


''--j
9

518
11.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any excess /
shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on completion
of respective scheme.

11.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting statement of Profit & Loss, at rates specified in
the Scheme.

12 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

12.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

12.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

12.3 Interest on amount recoverable from subsidiaries (promoted as SPVs for Ultra Mega
Power Projects) is accounted for at the rate of interest applicable for project loan /
scheme (generation) to state sector borrower (category A) as per the policy of the
Company.

12.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

12.5 The Company incurs expenditure for development work in the UMPPs / ITPs. The
expenditure incurred is shown as amount recoverable from the respective subsidiaries
set up for development of UMPPs / ITPs. Provisioning / write off is considered to the
extent not recoverable, when an UMPP I ITP is abandoned by the Ministry of Power,
Government of India.

13 EMPLOYEE BENEFITS

13.1 Provident Fund, Gratuity, Pension Fund and Post Retirement Benefits

Company's contribution paid / payable during the financial year towards provident fund
and pension fund are charged in the statement of Profit and Loss. The Company's
obligation towards gratuity to employees and post retirement benefits such as medical
benefits, economic rehabilitation benefit, and settlement allowance after retirement are
actuarially determined and provided for as per Accounting Standard - 15 (Revised).

13.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised).

14 INCOME TAX

14.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantively enaeted by the
to

519
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

14.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and 'maintained is not capable
of being reversed and thus it becomes a permanent difference. The Company does not
create any deferred tax liability on the said reserve in accordance with the clarification
of the Accounting Standard Board of the Institute of Chartered Accountants of India.

15. CASH FLOW STATEMENT

Cash flow statement is prepared in accordance with the indirect method prescribed in
Accounting Standard - 3 on Cash Flow Statement.

16. CASH AND CASH EQUIVALENTS

Cash comprises cash on hand, demand deposits with banks, imprest with postal
authorities and cheques / drafts / pay orders in hand. The Company considers cash
equivalents as all short term balances (with an original maturity of three months or less
from the date of acquisition), highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant risk of cha11!Je{lriValue.

11

520
FY 2013-14

Part - B
CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES
A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The
Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial
Statements have been prepared on the following basis:-

i) The Financial Statements of the Company and its subsidiary are combined on a line by
line basis by adding together the book values of like items of assets, liabilities, income
and expenses after fully eliminating intra-group balances and intra-group transactions
resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21
- Consolidated Financial Statements.

ii) The Financial Statements of Joint Venture entity has been combined by applying
proportionate consolidation method on a line by line basis by adding together the book
values of like items of assets, liabilities, income and expenses after eliminating
proportionate share of unrealized profits or losses in accordance· with Accounting
Standard (AS) 27 - Financial Rep.orting of interests in Joint Ventures.

iii) The consolidated'financial statements are prepared using uniform accounting policies for
like transactions and other events in similar circumstances and are presented to the
extent possible, in the same manner as the company's separate financial statements
excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through subsidiaries
holds more than 20% of equity, investments in Associates are accounted· for using
equity method in accordance with Accounting Standard (AS) 23 - Accounting for
Investments in Associates in Consolidated Financial Statements.

B. Investments in Subsidiaries and Associates which are not consolidated, are


accounted for as per Accounting Standard (AS) 13 - Accounting for Investments, as
per policy no. 6.3 infra.

C. OTHER SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention
on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including· contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual.
results and the estimates are recognized in the period in which the results are known and/or
materialized.

2 RECOGNITION OF INCOME/EXPENDITURE
2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 7.2, infra is
recognized in the year of its receipt. However, any unrealized income recognized bef()rethe
asset in question became non-performing asset or the income recognized in respect of
l

521
assets as stated in the proviso to paragraph 7. 2, infra which remained due but unpaid for a
period more than six months is reversed.

2.1.2 Income under the head carbon credit is accounted for in the year in which it is received by
the Company.

2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire
amount due on time.

2.3 Discount / financial charges / interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 The Company raises demand for principal installments due, as per loan agreements. The
repayment is adjusted against earliest disbursement, irrespective of the rate of interest
being charged on various disbursements. ·
2.8 Prior period expenses/ income and prepaid expenses upto < 5,000/- are charged to natural
heads of account.

2.9 Income from consultancy service is accounted for on the basis of assessment by the
management of actual progress of work executed proportionately with respect to the total
scope of work in line with the terms of respective consultancy contracts.

2.10 Fees for advisory and professional services for developing ultra mega power projects (Special
Purpose Vehicle of Power Finance Corporation Limited)/lndependent Transmission Projects
becomes due only on transfer of project to the successful bidder and is accordingly accounted
for at the time of such transfer.

3. MISCELLANEOUS (PRELIMINARY) EXPENDITURE

Expenditures which are not an Intangible Assets in terms of AS-26 will be fully written off in
the same year in which it's incurred.

4, FIXED ASSETS/DEPRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

4.1 Additions to fixed assets are being capitalized on the basis of bills approved or
estimated value of work done as per contracts in cases where final bills are yet to be
received I approved.

4.2 Depreciation on .assets is provided on written down value method, in accordance with
the rates prescribed in Schedule XIV of the Companies Act, 1956.

4.3 Items of fixed assets acquired during the year costing up to < 5,000/- are fully
depreciated.

522
5 INTANGIBLE ASSETS / AMORTIZATION

5.1 Intangible assets such as software are shown at the cost of acquisition, and
amortization is done under straight-line method over the life of the assets estimated by
the Company.

6 INVESTMENTS

6.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

6.2 Unquoted current investments are valued at lower of cost or fair value.

6.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

6.4 Investments in mutual funds/ venture capital funds are valued at cost, less diminution,
if any, other than temporary. However, diminution in value is reversed, when there is
rise in the value. or if the reason for the reduction no longer exists.

7 PROVISIONS/ WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

7.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

7.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues if any , when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and any amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realisation basis.

i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOO.BP.No. 7675/21.04.048/2008-09 dat~d 11.11.2008.

ii) A facility which is backed by the Centra·I / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a-loan
to State department , for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states,
,_ the Company shall follow the Government order issued for
3

523
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court. ·

iv) Non servicing of part of dues due to dispute by the borrower for a period not
exceeding 12 months from the date from which the company's dues have not been
paid by the borrower, The disputed income shall be recognized only when it is
actually realized. Any such disputed income already recognized in the books of
accounts shall be reversed. Disputed dues means amount on account of financial
charges like commitment charges, penal interest etc. and the disputed differential
income on account of interest reset not serviced by the borrower due to certain
issues remains unresolved. A dispute shall be acknowledged on case to case basis
with the approval of the Board of Directors.

7 .3 NPA classification and provisioning norms for loans, othe·r credits, hire purchase and
lease assets are given as under:

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA for a period exceeding 18 months Doubtful asset
(iii) When an asset is identified as loss asset or assets
remain doubtful asset for a period exceeding
36 months, which-ever is earlier Loss asset

For the purpose of assets classification and provisioning:

a) Facilities granted to Government Sector & Private Sector Entities shall be


classified borrower wise with the following exceptions :

i) Government sector loans, where cash flow from each project are separately
identifiable and applied to the same project, PFC shall classify such loans on
project wise basis.

b) The amount of security deposits kept by the borrower with the PFC in pursuance
to the lease agreement together with the value of any other security available in
pursuance to the lease agreement may be deducted against the provisions
stipulated above. ·

c) NPA subjected to rescheduling and/or renegotiation and/or restructuring, whether


in respect of installments of principal amount, or interest amount, by whatever
modality, shall not be upgraded to the standard category until expiry of one year
of satisfactory performance under the restructuring and/or reschedulirig and/or
renegotiation terms.

d) Interest restructuring which is normally done by PFC to help the borrowers to


convert the past high cost debts into lower interest bearing debts will not be
considered as re-schedulement /debt restructuring.

e) Facilities falling ·under paragraph 7.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such fa~ilities shall be as per PFC
Prudential Norms applicable from time to time.

524
7.4 Provision against NPAs (Assets other than Hire Purchase and Leased assets) is made at
the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion·/ facility including that guaranteed by the State / Central
Government or by the state Government undertaking for deduction from
central plan allocation or loan to state department.

Upto 1 year 20%


1 - 3 years 30%
More than 3 years 100%
(b) Unsecured* 100%
* A facility which is backed by Central / State Government Guarantee or by
State Government undertaking for deduction from central plan allocation or
a loan to state department would be treated as secured for the purpose of
making provision.

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

7 .5 The provisioning requirements in respect of hire purchase and leased assets shall be as
per Para 9(2) of the Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 issued vide circular dated
1st July, 2013 and subsequent amendments issued from time to time.

The para 9(2) as mentioned above is reproduced hereunder-

"Lease and hire purchase assets

(2) The provisioning requirements in respect of hire purchase and leased assets shall be
as under:

Hire purchase assets

(i) In respect of hire purchase assets, the total dues (overdue and future installments
taken together) as reduced by

(a) the finance charges not credited to the statement of profit and loss and carried
forward as unmatured finance charges; and

(b) the depreciated value of the underlying asset, shall be provided for.

Explanation: For the purpose of this paragraph, the depreciated value of the asset
shall be notionally computed as the original cost of the asset to be reduced
by depreciation at the rate of twenty per cent per annum on a straight line method;
and in the case of second hand asset, the original cost shall be .the actual cost
incurred for acquisition of such second hand asset.

Additional provision for hire purchase and leased assets

525
amount, by whatever moci21ity, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring and I
or rescheduling and/or renegotiation terms.

Asset classification of sub-standard asset will not deteriorate upon rescheduling


and/or renegotiation and/or restructuring whether in respect of instalments or
principal amount or interest amount by whatever modality, if satisfactory
performance is demonstrated during the period of one year under the
restructuring and/or rescheduling and/or renegotiation terms.

(viii) Reversal of Provision:

The provisions* held by the non-banking financial companies against non-


performing infrastructure loan, which may be classified as 'standard' in terms of
paragraph 7.7(iii) above, shall continue to be held until full recovery of the loan is
made.

* The prov1s1on which is made in a restructured / rescheduled / renegotiated


account towards interest sacrifice.

(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity.

(x) Conversion of Debt into Debentures:

Where principal amount and / or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and I
or rescheduled and / or renegotiated and which are fully or partly secured
standard / sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation shall


cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central / State Government Guarantee or by


state government undertaking for deduction from central plan allocation or a
loan to state department.

b) Loans falling under paragraph 7.2(i).

526
* Completion Date for projects where COD is not applicable.

** The term "sacrifice" shall mean waiver / reduction of principal and / or the
interest dues and / or future applicable interest rate as a part of Restructuring /
Reschedulement / Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured / Rescheduled / Renegotiated


Loans:

Where the asset is partly secured, a prov1s1on to the extent of shortfall in the
security available, shall be made while restructuring and I or rescheduling and I
or renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured / Rescheduled / Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal


alone, at any of the aforesaid first two stages shall not cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is made there
against.

(iv) Treatment of Restructured / Rescheduled / Renegotiated sub-standard Asset:

A sub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured / Rescheduled / Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and / or renegotiation and / or


restructuring, "'.hether in respect of instalments of principal amount, -0r interest

527
(ii) In respect of hire purchase <ind leased assets, additional provision shall be made as
under:

(a) Where hire charges or lease rentals are overduE


Nil
upto 12 months
10 percent of the net
(b) where hire charges or lease rentals are overduE
book value
for more than 12 months but upto 24 months
(c) where hire charges or lease rentals are overduE 40 percent of the net
for more than 24 months but uoto 36 months book value
(d) where hire charges or lease rentals are overduE 70 percent of the net
for more than 36 months but uoto 48 months book value
(e) where hire charges or lease rentals are overdu< 100 percent of the ne
for more than 48 months book value

(iii) On expiry of a period of 12 months after the due date of the last installment of
hire purchase/leased asset, the entire net book value shall be fully provided for.

7.6 Standard Assets (including for Hire Purchase & Leased assets)

[as per Para 9(A) of the Non -Banking Financial (Non- Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 and subsequent
amendments issued from time to time.]

Provision for standard assets* at 0.25 percent of the outstanding shall be made, which
shall not be reckoned for arriving at net NPAs. The provision towards standard assets
need not be netted from gross advances but shall be shown separately as 'Contingent
Provisions against Standard Assets' in the balance sheet.

*For the purpose of provisioning on Standard Assets, Standard Assets shall mean Loans
and advances classified as Standard Assets.

7.7 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the Company under
the following stages:

a) Before commencement of commercial production


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub·-standard.

Provided that in each of the above three stages, the restructuring and / or
rescheduling and/or renegotiation of principal and I or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring / reschedulement / renegotiation of terms
of loan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule before COD* of the project
in respect of Government Sector Entities, without any sacrifice** of either
principal or interest, will not be considered as restructuring / rescheduling /
renegotiation for .the purpose of applicability of this section.

528
8 FOREIGN EXCHANGE TRM~SACHONS

8.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i) Foreign currency loan liabilities.


(ii) Funds kept in foreign currency account with. banks abroad.
(iii) Contingent liabilities in respect of guarantees given in foreign currency.
(iv) Income earned abroad but not remitted / received in India.
(v) Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency loans/borrowing.

8.3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

8.4 In case of loan from KFW, Germany, exchange difference is transferred to Interest
Differential Fund Account - KFW as per loan agreement.

8.5 In accordance with the paragraph 46A of the Accounting Standard (AS) 11, the
exchange differences on the long term foreign currency monetary items are amortized
over their balance period.

9 DERIVATIVE TRANSACTIONS

9.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

9.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

10 GRANTS FROM GOVERNMENT OF INDIA

10.1 Where grants are first disbursed to the grantee, the same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

10.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

11 INTEREST SUBSIDY FUND

11.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any excess /
shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on cOfl)pletion
of respective scheme.

529
11.2 Interest Subsidy Fund is credit•cd at the year-end with interest on the outstanding
balance in the subsidy fund by debiting statement of Profit & Loss, at rates specified in
the Scheme.

12 R-APDRP FUND

12.1 Amounts received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on-lending to
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company.

13 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

13.1 Expenditure incwred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

13.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

13.3 Interest on amount recoverable from subsidiaries (promoted as SPVs for Ultra Mega
Power Projects) is accounted for at the rate of interest applicable for project loan I
scheme' (generation) to state sector borrower (category A) as per the policy of the
Company.

13.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

13.5 Request for Qualification (RFQ) document / Request for· Proposal (RFP) document
developed for subsidiaries (Incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds of RFQ / RFP document received by
the subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

13.6 The Company incurs expenditure for development work in the UMPPs I ITPs. The
expenditure incurred is shown as amount recoverable ·from the respective subsidiaries
set up for development of UMPPs / ITPs. Provisioning / write off is considered to the
extent not recoverable, when an UMPPs / ITPs is abandoned by the Ministry of Power,
Government of India.

14 EMPLOYEE BENEFITS

· 14.1 Provident Fund, Gratuity, Pension Fund and Post Retirement Benefits

Company's contribution paid / payable during the financial year towards provident fund
and pension fund are charged in the statement of Profit and Loss. The Company's
obligation towards gratuity to employees and post retirement benefits such as medical
benefits, economic rehabilitation benefit, and settlement allowance aner retirement are
actuarially determined and provided for as per Accounting Standard - 15 (Revised).

14.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised)

10

530
15 INCOME TAX

15.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax Jaws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period} in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantively enacted by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

15.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not capable
of being reversed and thus it becomes a permanent difference. The Company does not
create any deferred tax liability on the said reserve in accordance with the clarification
of the Accounting Standard Board of the Institute of Chartered Accountants of India.

16 CASH FLOW STATEMENT

Cash flow statement is prepared in accordance with the indirect method/pres~[ibed in


Accounting Standard - 3 on Cash Flow Statement.

11

531
FY 2012-13

Part - B

CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The
Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial
Statements have been prepared on the following basis:-

i) · The Financial Statements of the Company and its subsidiary are combined on a line by
line basis by adding together the book values of like items of assets, liabilities, income
and expenses after fully eliminating intra-group balances and intra-group transactions
resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21
- Consolidated Financial Statements'.

ii) The Financial Statements of Joint Venture entity has been combined by applying
proportionate consolidation method on a line by line basis by adding together the book
values of like items of assets, liabilities, income and expenses a~er eliminating
proportionate share of unrealized profits or losses in accordance with Accounting
Standard (AS) 27 - Financial Reporting of interests in Joint Ventures.

iii) The consolidated financial statements are prepared using uniform accounting policies for
like transactions and other events in similar circumstances and are presented to the
extent possible, in the same manner as the company's separate financial statements
excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through subsidiaries
holds more than 20% of equity, investments in Associates are accounted for using
equity method in accordance with Accounting Standard (AS) 23 - Accounting for
Investments in Associates in Consolidated Financial Statements.

B. Investments in Subsidiaries and Associates which are not consolidated, are


accounted for as per Accounting Standard (AS) 13 - Accounting for Investments, as
per policy no. 6.3 infra.

C. OTHER SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention
on accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liab'ilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.

2 RECOGNITION OF INCOME/EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual .basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph 7.2,infra is
recognized in the year of its receipt. However, any unrealized income recognized before the
asset in question became non-performing asset or the income recognized in respect of
I

532
assets as stated in the proviso to paragraph 7. 2,infra which remained due but unpaid for a
period more than six months is reversed.

2.1.2 Income under the head carbon credit is accounted for in the year in which it is received by
the Company.

2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of entire
amount due on time.

2.3 Discount / financial charges / interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.

2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declaration of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 The Company raises demand for principal installments due, as per loan agreements. The
repayment is adjusted against earliest disbursement, irrespective of the rate of interest
being charged on various disbursements.

2.8 Prior period expenses/ income and prepaid expenses upto ~ 5,000/- are charged to natural
heads of account.

2.9 (i) Nodal Agency Fees under Restructured Accelerated Power Development and Reforms
Programme (R - APDRP) are accounted for @1 % of the sanctioned project cost in three
stages- 0.40% on sanction of the project, 0.30% on disbursement of the funds and
remaining 0.30% after completion of the sanctioned project (for Part - A) and
verification of AT&C loss of the project areas (for Part - B).

(ii) Actual expenditure incurred for operationalising the R- APDRP are reimbursed by
Ministry of Power, Government of India and is accounted for in the period in which the
expenditure is so incurred.

2.10 Income from consultancy service is accounted for on the basis of assessment by the
management of actual progress of work executed proportionately with respect to the total
scope of work in line with the terms of respective consultancy contracts. Consultancy fees
calculated is net of Service Tax as payable under Finance Act, 1994.

2.11 Fees for advisory and professional services for developing ultra mega power projects
(Special Purpose Vehicle of the Company) / independent transmission projects, becomes due
only on transfer of projects to the success full bidders and is accordingly accounted for at
the time of such transfer.

3 MISCELLANOUS EXPENDITURE (PRELIMINARY) EXPENDITURE

Expenditure which are not Intangible Assets in terms of AS-26 will be fully written off in the
same year in which they are incurred.

4 FIXED ASSETS/DERRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

4.2 · Additions to fi.·xed assets are being capitalized on the basis ,of J,(
. . . Jillllss. ·.a.17proved or
estimated val")~ of work done as per contracts in cases where final b~. are yet to be
received/ apprdved. "i~i,
2 ;/"?Z.·

533
4.3 Depreciation on assets is provided on written down value method, in accordance with
the rates prescribed in Schedule XIV of the Companies Act, 1956.

4.4 Items of fixed assets acquired during the year costing up to Z 5,000/- are fully
depreciated.

5 INTANGIBLE ASSETS / AMORTIZATION

5.1 Intangible assets such as software are shown at the' cost of acquisition, and
amortization is done under straight-line method over the life of the assets estimated by
the Company.

6 INVESTMENTS

6.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

6.2 Unquoted current investments are valued at lower of cost or fair value.

6.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

6.4 Investments in mutual funds I venture capital funds are valued at cost, less diminution,
if any, other than temporary. However, diminution in value is reversed, when there is
rise in the value or if the reason for the reduction no longer exists.

7 PROVISIONS./ WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

7.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

In respect of private sector utilities, the Company applies RBI exposure norms, as
advised by RBI, vide their letter of December, 2008. Further, RBI exempted PFC from
its prudential exposure norms in respect of lending to State I Central entities in power
sector till March'2012, vide their letter dated 18.03.2010. RBI has now extended the
exemption from its prudential norms upto March'2013, vide their letter dated
04.04.2012.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

7.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues if any , when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more un~er bill discounting
scheme and any amount due on account of sale of assets or services .rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classitled
·,' as Non-Performing Assets (NPA).
~

534
However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realisation basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No.7675/21.04.048/2008-09 dated 11.11.2008 are classified in
line with RBI guidelines for asset classification of Infrastructure projects, as
applicable to banks from time to time.

(ii) A facility which is backed by the Central I State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department , for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the company shall follow the government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding
12 months from the date from which the company's dues have not been paid by
the borrower. The disputed income shall be recognized only when it is actually
realized. Any such disputed income already recognized in the books of accounts
shall be reversed. Disputed dues means amount on account of financial charges
like commitment charges , penal interest etc. and the disputed differential income
on account of interest reset not serviced by the borrower due to certain issues
remains unresolved. A dispute shall be acknowledged on case to case basis with
the approval of the Board of Directors.

7 .3 NPA classification and provisioning norms for loans, other credits and lease assets are
given as under

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA exceeding 18 months Doubtful asset
(iii) When an asset is identified
as loss asset or assets remain doubtful asset
exceeding 36 months, whichever is earlier Loss asset

7.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion / facility including that guaranteed by the state / central
government or by the state government undertaking for deduction from central
plan allocation or loan to state department.

Upto 1 year 20%


1 - 3 years 30%
More than 3 years 100%
(b) Unsecured 100%

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permittellt6 remain
in the books f<ir any reason, 100% of outstanding shall be provided for.. V~?.!
4 "'l'
535
For the purpose of assets classification and provisioning -

(i) facilities granted to Government sector entities are considered loan-wise.


(ii) facilities granted to Private sector entities are considered borrower -wise.
(iii) facilities falling under paragraph 7 .2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per PFC
Prudential Norms applicable from time to time.

7.5 Provision for standard assets shall be created in phases in three years from the FY
2012-13 @ of 0.0833% p.a, in order to bring it to 0.25% on 31st March 2015. This
provision shall not be netted off from gross loan assets, but shall be shown separately
in the balance sheet.

7.6 Restructuring, Reschedulement or Renegotiation of term(s) of loan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as· per
the policy framework laid down by the Board of Directors of the company under
the following stages:

a) Before commencement of commercial production;


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and I or
rescheduling and/or renegotiation of principal and I or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring I reschedulement I renegotiation of terms
of loan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule before COD* of the project
in respect of Government Sector Entities, without any sacrifice** of either
principal or interest, will not be considered as restructuring / rescheduling /
renegotiation for the purpose of applicability of this section.

* Completion Date for projects where COD is not applicable.

** The term "sacrifice" shall mean waiver / reduction of principal and / or the
interest dues and / or future applicable interest rate as a. part of Restructuring /
Reschedulement / Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured / Rescheduled / Renegotiated


Loans:

'
Where the as!il!t is partly secured, a provision to the extent of 5¥rJ:fall in the
security availaple, shall be made while restructuring and / or reschel!(uling and /
' 5 t~
536
or renegotiation of the loans, apart from the provision required on present value
basis and as per prudential norms.

~iii) Treatment of Restructured / Rescheduled I Renegotiated Standard Loan:


The rescheduling or restructuring or renegotiation of the instalments of principal
alone, at any of the aforesaid first two stages shall not cause a standard asset to
be re-classified in the sub-standard category, if the project is re-examined and
found to be viable by the Board of Directors of PFC or by a functionary at least
one step senior to the functionary who sanctioned the initial loan for the project,
within the policy framework laid down by the Board.

Provided that rescheduling or renegotiation or restructuring of interest element at


any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is made there
against. ·

(iv) Treatment of Restructured / Rescheduled / Renegotiated sub-standard Asset:

A sub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured / Rescheduled / Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and / or renegotiation and / or


restructuring, whether in respect of instalments of principal amount, or interest
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring and /
or rescheduling and/or renegotiation terms.

(viii) Reversal of Provision:

Reversal of provision made for a restructured / rescheduled / renegotiated NPA


towards principal is permitted when the account becomes a stand;;ird asset. The
provision made in a restructured / rescheduled / renegotiated i'lccount towards
interest sacrifice may be reversed every year (NPV of interest sacrifice for the
respective year) on receipt of all repayment obligations for the resp~~/v~ year.

'J 6 . )ii
537
(ix) Conversion of Debt into Equity:

Where the amount due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the amount of
interest converted to equity.

(x) Conversion of Debt into Debentures:

Where principal amount and / or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and /
or rescheduled and I or renegotiated and which are fully or partly secured
standard I sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement I Renegotiation shall


cover terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central / State Government Guarantee or by


state government undertaking for deduction from central plan allocation or a
loan to state department.

b) Loans falling under paragraph 7.2(i).

8 FOREIGN EXCHANGE TRANSACTIONS:

8.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i)Foreign currency loan liabilities.


(ii)Funds kept in foreign currency account with banks abroad.
(iii)Contingent liabilities in respect of guarantees given in foreign currency.
(iv)Income earned abroad but not remitted / received in India.
(v)Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency loans/borrowing.
'>.
8.3 Where the Company has entered into a forward contract or an instrum~n.t tl)at is1 in
substance a forw..:ird contract, the difference between the forwaro r~ 1 and the
7

538
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

8.4 In case of loan from KFW, Germany, exchange difference is transferred to Interest
Differential Fund Account - KFW as per loan agreement.

8.5 In accordance with the paragraph 46A of the Accounting Standards (AS) 11, the
exchange differences on the long term foreign currency monetary items are a,mortized
over their balance period.

9. Derivative transactions

9.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

9.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

10 GRANTS FROM GOVERNMENT OF INDIA:

10.1 Where grants are first disbursed to the grantee, the. sanie are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

10.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

11 INTEREST SUBSIDY FUND

11.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any excess /
shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on completion
of respective scheme.

11.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting statement of Profit & Loss, at rates specified in
the Scheme.

12 R-APDRP FUND

12.1 Amounts received from the Government of India under Re~structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on lending to
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company. ·

13 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

13.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

13.2 Expenses in. respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estim;;ited basis. Direct
expenses are booked to respective subsidiaries.
;
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___

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8
539
13.3 Interest on amount recoverabl8 from Subsidiaries is accounted for at the rate of
interest applicable for project loan / scheme (generation) to state sector borrower
(category A) as per the policy of th.e Company.

13.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

13.5 Request for Qualification (RFQ) document / Request for Proposal (RFP) document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary ·
companies at a price equivalent to sale proceeds of RFQ I RFP document received by
the subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

13.6 The Company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable, when an UMPP is abandoned by the Ministry of Power, Government of
India.

14 EMPLOYEE BENEFITS

14.1 Provident Fund, Gratuity, Pension Fund and Post Retirement Benefits

Company's contribution paid/ payable during the financial year towards Provident Fund
and pension fund are charged in the statement of Profit and Loss. The Company's
obligation towards gratuity to employees and post retirement benefits such as medical
benefits, economic rehabilitation benefit, and settlement allowance after retirement are
actuarially determined and provided for as per Accounting Standard - 15 (Revised).

14.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised)

15 INCOME TAX

15.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credi~ and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantively enacted by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

15.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not capable
of being reversed and thus it becomes a permanent difference. The Company does not
create any deferred tax liability on the said reserve in accordance with the clarification
of the Accounting Standard Board of the Institute of Chartered Accountants of India.

16 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect methotl>prescribed in


Accounting Stand~rd - 3 on Cash Flow Statement. \~·{,
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9
540
FY 2011-12

PART B

CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The
Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial
Statements have been prepared on the following basis:-

i) The Financial Statements of the Company and its subsidiary are combined on a line by
line basis by adding together the book values of like items of assets, liabilities, income
and expenses after fully eliminating intra-group balances and intra-group transactions
resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21
- Consolidated Financial Statements.

ii) The Financial Statements of Joint Venture entity has been combined by applying
proportionate consolidation method on a line by line basis by adding together the book
values of like items of assets, liabilities, income and expenses after eliminating
proportionate share of unrealized profits or losses in accordance with Accounting
Standard (AS) 27 - Financial Reporting of interests in Joint Ventures.

iii) The consolidated financial statements are prepared using uniform accounting policies for
like transactions and other events in similar circumstances and are presented to the
extent possible, in the same manner as the company's separate financial statements
excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through subsidiaries
holds more than 20% of equity, investments in Associates are accounted for using
equity method in accordance with Accounting Standard (AS) 23 - Accounting for
Investments in Associates in Consolidated Financial Statements.

B. Investments in Subsidiaries and Associates which are not consolidated, are


accounted for as per Accounting Standard (AS) 13 - Accounting for Investments, as
per policy no. 6.3 infra.

C OTHER SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on
accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make estimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known and/or
materialized.

2 RECOGNITIONOF INCOME/EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual,basis.
,;:\ I I
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541
2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph
7.2,infra is recognized in the year of its receipt. However, any unrealized income
recognized before the asset in question became non-performing asset or the
income recognized in respect of assets as stated in the proviso to paragraph
7 .2,infra which remained due but unpaid for a period more than six months is
reversed.

2.1.2 Income under the head carbon credit, is accounted for in the year in which it is
received by the Company.
2.2 Rebate on account of timely payment by borrowers is accounted for, on receipt of
entire amount due on time.

2.3 Discount /financial charges/interest on the commercial papers and zero coupon bonds
(deep discount bonds) are amortized proportionately over the period of its tenure.
2.4 Expenditure on issue of shares is charged to the securities premium account.

2.5 Income from dividend is accounted for in the year of declarati?n of dividend.

2.6 Recoveries in borrower accounts are appropriated as per the loan agreements.

2.7 The Company raises demand for principal installments due, as per loan agreements.
The repayment is adjusted against earliest disbursement, irrespective of the rate of
interest being charged on various disbursements.

2.8 Prior period expenses/income and prepaid expenses up to < 5,000/- are charged to
natural heads of account.

2.9 (i) Nodal Agency Fees under Restructured Accelerated Power Development and
Reforms Programme (R - APDRP) are accounted for @1 % of the sanctioned project
cost in three stages- 0.40% on sanction of the project, 0.30% on disbursement of
the funds and remaining 0.30% after completion of the sanctioned project (for Part
- A) and verification of AT&C loss of the project areas (for Part - B).

(ii) Actual expenditure incurred for operationalising the R- APDRP are reimbursed by
Ministry of Power, Government of India and is accounted for in the period in which
the expenditure is so incurred.

2.10 Income from consultancy service is accounted for on the basis of assessment by the
management of actual progress of work executed proportionately with respect to the
total scope of work in line with the terms of respective consultancy contracts.
Consultancy fees calculated is net of Service Tax as payable under Finance Act, 1994.

2.11 Fees for advisory and professional services for developing ultra mega power projects
(Special Purpose Vehicle of the Company) I independent transmission projects,
becomes due only on transfer of projects to the success full bidders and is accordingly
accounted for at the time of such transfer.

3 MISCELLANOUS EXPENDITURE (PRELIMINARY) EXPENDITURE

Expenditure which are not Intangible Assets in terms of AS-26 will be fully written off in the
same year in which they are incurred.

4 FIXED ASSETS/DEPRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except for the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

4.2 Additions to fixed assets are being capitalized on the basis of bills appro~ed or
estimated value of work done as per contracts in cases where final bills are yet t-0 be
received / approved.
2

542
4.3 Depreciation on assets is provided on written down value method, in accordance with
the rates prescribed in Schedule XIV of the Companies Act, 1956.

4.4 Items of fixed assets acquired during the year costing up to< 5,000/- are fully
depreciated. However, Software individually costing less than < 1,00,000/- is fully
amortised in the year of acquisition.

5 INTANGIBLE ASSETS / AMORTIZATION

Intangible assets such as software are shown at the cost of acquisition, and
amortization is done under straight-line method over the life of the assets estimated by
the Company.

6 INVESTMENTS

6.1 Quoted current investments are valued scrip wise at lower of cost or fair value.

6.2 Unquoted current investments are valued at lower of cost or fair value.

6,3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed,
when there is rise in the value or if the reason for the reduction no longer exists.

6.4 Investments in mutual funds/venture capital funds are valued at cost, less diminution,
if any, other than temporary. However, diminution in value is reversed, when there is
rise in the value or if the reason for the reduction no longer exists.

7 PROVIS.IONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

7.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from 01.04.2003, which has been revised
from time to time.

In respect of private sector utilities, the Company applies RBI exposure norms, as
advised by RBI, vide their letter of December, 2008. Further, RBI exempted PFC from
its prudential exposure norms in respect of lending to State / Central entities in power
sector till March'2012, vide their letter dated 18.03.2010.

RBI has. accorded the status of Infrastructure Finance company (IFC) to PFC, vide their
letter dated 28.07.2010. Accordingly, PFC maintains CRAR as applicable to IFC.

7.2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which, interest, principal installment
and/or other charges remain due but unpaid for a period of six months or more, a term
loan inclusive of unpaid interest and other dues if any , when the principal installment
and /or interest remains unpaid for a period of six months or more, any amount which
remains due but unpaid for a period of six months or more under bill discounting
scheme and any amount due on account of sale of assets or services rendered or
reimbursement of expenses incurred which remains unpaid for a period of six months or
more are classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on realization basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref Dl'!S.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 T~d with
3

543
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI
letter No.DBOD.BP.No. 7675/21.04.048/2008-09 dated 11.11.2008 are classified in
line with RBI guidelines for asset classification of Infrastructure projects, as
applicable to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan·
to State department , for a period not exceeding 12 months from the date from
which Company's dues have not been paid by the borrower.

(iii) A loan disbursed to an integrated power entity which is bifurcated on account of


division of states, the company shall follow the government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding
12 months from the date from which the company's dues have not been paid by
the borrower. The disputed income shall be recognized only when it is actually
realized. Any such disputed income already recognized in the books of accounts
shall be reversed. Disputed dues means amount on account of financial charges
like commitment charges , penal interest etc. and the disputed differential income
on account of interest reset not serviced by the borrower due to certain issues
remains unresolved. A dispute shall be acknowledged on case to case basis with
the approval of the Board of Directors.

7 .3 NPA classification and provisioning norms for loans, other credits and lease assets are
given as under

(i)NPA for a period not exceeding 18 months Sub-standard asset


(ii)NPA exceeding 18 months Doubtful asset
(iii) When an asset is identified
As loss asset or assets remain doubtful asset
Exceeding 36 months, whichever is earlier : Loss asset

7.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion/facility including that guaranteed by the state / central


government or by the state government undertaking for deduction from
central plan allocation or loan to state department.

Up to 1 year 20%
1 - 3 years . 30%
More than 3 years 100%
(b) Unsecured 100%

(iii) Loss assets 100%

The entire loss assets shall be written off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provid.ed for.

For the purpose of assets classification and provisioning -

(i) facilities granted to Government sector entities are considered loan-wise.


(ii) facilities granted to Private sector entities are considered borrower<wise.
4

544
(iii) Facilities falling under paragraph 7.2 (i), supra, shall be classified in line with RBI
guidelines for asset classification of infrastructure projects, as applicable to banks
from time to time, but provisioning for such facilities shall be as per PFC
Prudential Norms applicable from time to time.
7.5 Restructuring, Reschedulement or Renegotiation of term(s) of Joan:

(i) PFC may, not more than once (in each of the following three stages), restructure
or reschedule or renegotiate the terms of infrastructure loan agreement as per
the policy framework laid down by the Board of Directors of the company under
the following stages:

a) Before commencement of commercial production


b) After commencement of commercial production but before the asset has been
classified as sub-standard;
c) After the commencement of commercial production and the asset has been
classified as sub-standard.

Provided that in each of the above three stages, the restructuring and/or
rescheduling and/or renegotiation of principal andf.or of interest may take place,
with or without sacrifice, as part of the restructuring or rescheduling or
renegotiating package evolved.'

Provided further that in exceptional circumstance(s), for reasons to be recorded in


writing, PFC may consider restructuring / reschedulement /renegotiation of.terms
of Joan agreement second time before COD of the project with the approval of
Board of Directors.

Provided further that extension of repayment schedule before COD* of the project
in respect of Government Sector Entities, without any sacrifice** of either
principal or interest, will not be considered as
restructuring/rescheduling/renegotiation for the purpose o( applicability of this
section.

* Completion Date for projects where COD is not applicable.

** The term "sacrifice" shall mean waiver/reduction of principal and/or the


interest dues and/or future applicable interest rate as a part of Restructuring /
Reschedulement/ Renegotiation package for the purpose of giving effect to the
extant provision in respect of Government sector entities.

(ii) Provision for shortfall in security of Restructured/Rescheduled/Renegotiated


Loans:

Where the asset is partly secured, a provision to the extent of shortfall in the
security available, shall be made while restructuring and/or rescheduling and/or
renegotiation of the Joans, apart from the provision required on present value
basis and as per prudential norms.

(iii) Treatment of Restructured/Rescheduled/Renegotiated Standard Loan:

The rescheduling or restructuring or renegotiation of the instalments of principal alone, at


any of the aforesaid first two stages shall not cause a standard asset to be re-
classified in the sub-standard category, if the project is re-examined and found to
be viable by the Board of Directors of PFC or by a functionary at least one step
senior to the functionary who sanctioned the initial Joan for the project, within the
policy framework laid down by the Board.

545
Provided that rescheduling or renegotiation or restructuring of interest element at
any of the foregoing first two stages shall not cause a standard asset to be
downgraded to sub-standard category subject to the condition that the amount of
interest foregone, if any, on account of adjustment in the element of interest as
specified later, is either written off or 100 per cent provision is made there
against.

(iv) Treatment of Restructured/Rescheduled/Renegotiated sub-standard Asset:

A sub-standard asset shall continue to remain in the same category in case of


restructuring or rescheduling or renegotiation of the instalments of principal until
the expiry of one year and the amount of interest foregone, if any, on account of
adjustment, including adjustment by way of write off of the past interest dues, in
the element of interest as specified later, shall be written off or 100 per cent
provision made there against.

(v) Adjustment of Interest:

Where rescheduling or renegotiation or restructuring involves a reduction in the


rate of interest, the interest adjustment shall be computed by taking the
difference between the rate of interest as currently applicable to the loan (as
adjusted for the risk rating applicable to the borrower) and the reduced rate and
aggregating the present value (discounted at the rate currently applicable to
infrastructure loan, adjusted for risk enhancement) of the future interest payable
so stipulated in the restructuring or rescheduling or renegotiation proposal.

(vi) Funded Interest:

In the case of funding of interest in respect of NPAs, where the interest funded is
recognized as income, the interest funded shall be fully provided for.

(vii) Eligibility for Upgradation of Restructured/Rescheduled/Renegotiated Sub-


standard Infrastructure loan:

The sub-standard asset subjected to rescheduling and/or renegotiation and/or


restructuring, whether in respect of instalments of principal amount, or interest
amount, by whatever modality, shall not be upgraded to the standard category
until expiry of one year of satisfactory performance under the restructuring
and/or rescheduling and/or renegotiation terms.

(viii) Reversal of Provision:

Reversal of provision made for a restructured/rescheduled/renegotiated NPA


towards principal is permitted when the account becomes a standard asset. The
provision made in a restructured/rescheduled/renegotiated account towards
interest sacrifice may be reversed every year (NPV of interest sacrifice for the
respective year) on receipt of all repayment obligations. for the respective year.

(ix) Conversion of Debt into Equity:

Where the amount ·due as interest is converted into equity or any other
instrument, and income is recognized in consequence, full provision shall be made
for the amount of income so recognized to offset the effect of such income
recognition:
Provided that no provision is required to be made, if the conversion of interest is
into equity which is quoted;
Provided further that in such cases, interest income may be recognized at market
value of equity, as on the date of conversion, not exceeding the. amount of
interest converted to equity.
6

546
(x) Conversion of Debt into Debentures:

Where principal amount and/or interest amount in respect of NPAs is converted


into debentures, such debentures shall be treated as NPA, ab initio, in the same
asset classification as was applicable to the loan just before conversion and
provision shall be made as per norms.

(xi) These norms shall be applicable to the loans which have been restructured and /
or rescheduled and / or renegotiated and which are fully or partly secured
standard / sub-standard asset.

For the above paragraphs, Restructuring / Re-schedulement / Renegotiation


shall cov;r terms of agreement relating to principal and interest.

However, this section shall not be applicable to the following set of assets:

a) A facility which is backed by Central/State Government Guarantee or by state


government undertaking for deduction from central plan allocation or a loan
to state department.

b) Loans falling under paragraph 7.2(i).

8 FOREIGN EXCHANGE TRANSACTIONS:

8.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i)Expenses and income in foreign currency; and


(ii)Amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i) Foreign currency loan liabilities.


(ii)Funds kept in foreign currency account with banks abroad.
(iii) Contingent liabilities in respect of guarantees given in foreign currency.
(iv)Income earned abroad but not remitted / received in India.
(v)Loans granted in foreign currency.
(vi)Expenses and income accrued but not due on foreign currency loans/borrowing.

8.3 Where the Company has entered into a forward contract or an instrument that is, in
substance a forward contract, the difference between the forward rate and the
exchange rate on the date of transaction is recognized as income or expense over the
life of the contract, as per Accounting Standard - 11.

8.4 In case of loan from KFW, Germany, exchange loss, if any, at the year-end is debited to
Interest Differential Fund Account - KFW as per loan agreement.

8.S In accordance with the paragraph 46A of the Accounting Standards (AS) 11, the
exchange differences on the long term foreign currency monetary items.are.9fl'ortized
over their balance period."

547
9. Derivative transactions

9.1 Derivative transactions include forwards, interest rate swaps, currency swaps, and
currency and cross currency options to hedge on balance sheet assets or liabilities.

9.2 These derivative transactions are done for hedging purpose, and not for trading or
speculative purpose. These are accounted for on accrual basis, and are not marked to
market.

10 GRANTS FROM GOVERNMENT OF INDIA:

10.1 Where grants are first disbursed to the grantee, the same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

10.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

11 INTEREST SUBSIDY FUND

11.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG&SP) on net present value (NPV)
basis is credited to Interest Subsidy Fund on receipt and is passed on to the borrowers
over the eligible period of loan on respective dates of interest demands. Any
excess/shortfall in the Interest Subsidy Fund is refunded or adjusted/charged off on
completion of respective scheme.

11.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balance in the subsidy fund by debiting Profit &Loss account, at rates specified in the·
Scheme.

12 R-APDRP FUND

Amounts received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R - APDRP) as a Nodal agency for on lending to
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company.

13 INCOME/RECEIPT /EXPENDITURE ON SUBSIDIARIES

13.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".·

13.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

13.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of
interest applicable for project loan / scheme (generation) to state sector borrower
(category A) as per the policy of the Company.

13.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loans and interest is provided on unused
portion of these loons at the mutually agreed interest rates.

13.S Request for Qualification (RFQ) document / Request for Proposal (RFP) document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds of RFQ/RFP document received by the
subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

548
13.6 The Company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable, when an UMPP is abandoned by tlie Ministry of Power, Government of
India.

14EMPLOYEE BENEFITS

14.lProvident Fund, Gratuity and post retirement benefits

Company's contribution paid/payable during the financial year towards Provident Fund
is charged in the Profit and Loss Account. The Company's obligation towards gratuity
to employees and post retirement benefits such as medical benefits, economic
rehabilitation benefit, and settlement allowance after retirement are actuarially
determined and provided for as per Accounting Standard - 15 (Revised).

14.20ther Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for, as per Accounting Standard - 15 (Revised)

lS INCOME TAX

15.1.Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income.

Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates that have been enacted or substantially established by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

15.2.Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and.maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not
capable of being reversed and thus it becomes a permanent difference. The Company
does not create any deferred tax liability on the said reserve in accordance with the
clarification of the Accounting Standard Board of the Institute of Chartered
Accountants of India.

16 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method prescribed in
Accounting Standard - 3 on. Cash Flow Statement.

''
l

549
FY 2010-11

PART B

SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements relates to Power Finance Corporation Limited (The
Company), its subsidiary, Joint Venture entity and Associate. The Consolidated Financial
Statements have been prepared on the following basis:-

i) The Financial Statements of the Company and its subsidiary are combined on a line by line
basis by adding together the book values of like items of assets, liabilities, income and
expenses after fully eliminating. intra-group balances and intra-group transactions
resulting in unrealized profits .or losses in accordance with Accounting Standard (AS) 21
- Consolidated Financial Statements. ·

ii) The Financial Statements of Joint Venture entity has been combined by applying
proportionate consolidation method on a line by line basis by adding together the book
values of like items of assets, liabilities, income and expenses after eliminating
proportionate share of unrealized profits or losses in accordance with Accounting
Standard (AS)' 27 - Financial Reporting of interests in Joint Ventures.

iii) The consolidated financial statements are prepared using uniform accounting policies for
like transactions and other events in similar circumstances and are presented to the
extent possible, in the same manner as the company's separate financial statements
excepts as otherwise stated in the notes to the accounts.

iv) In case of Associates, where the company directly or indirectly through subsidiaries holds·
more than 20% of equity; investments in Associates are accounted for using equity
method in accordance with Accounting Standard (AS) 23 - Accounting for Investments
in Associates in Consolidated Financial Statements.

B. Investments in Subsidiaries and Associates which are not consolidated, are


accounted for as per Accounting Standard (AS) 13 - Accounting for Investments, as
per policy no. 6.3 infra.

C OTHER SIGNIFICANT ACCOUNTING POLICIES

1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Financial Statements have been prepared in accordance with historical cost convention on
accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) and
Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 and
relevant provisions of the Companies Act, 1956.

The preparation of Financial Statements requires the Management to make e.stimates and
assumptions considered in the reported amounts of assets, liabilities (including contingent
liabilities), revenues and expenses of the reporting period. The difference between the actual
results and the estimates are recognized in the period in which the results are known .af\d / or
materialized.

550
2 RECOGNITION OF INCOME / EXPENDITURE

2.1 Income and expenses (except as stated below) are accounted for on accrual basis.

2.1.1 Income on non-performing assets and assets stated in the proviso to paragraph
7.2, infra is recognized in the year of its receipt. However, any unrealized income
recognized before the asset in question became non-performing· asset or the
income recognized in respect of assets as stated in the proviso to paragraph 7.2,
infra which remained due but unpaid for a period more than six months is
reversed.

2.1.2 Fee for advisory and professional services for developing Ultra Mega Power
Projects is accounted for on transfer of the project to the successful bidder.

2.1.3 Premium on interest restructuring is accounted for in the year in which the
restructuring is approved.

2.1.4 Premium on premature repayment of loan is accounted for in the year in which it
is received by the Company.

2.1.5 Income from consultancy service is accounted for on the basis of assessment by
the management of actual progress of work executed proportionately with
respect to the total scope of work in line with the terms of respective consultancy
contracts. Consultancy fees calculated is net of Service Tax as payable Linder
Finance Act, 1994.

2.1.6 Rebate on account of timely payment by borrowers is accounted for, on receipt


of entire amount due on time.

2.1.7 Income under the head carbon credit, upfront fees, lead manager fees, facility
agent fees, security agent fee and service charges etc. on loans is accounted for
in the year in which it is received by the Company.

2.1.8 The discount / financial charges / interest on the commercial papers and zero
coupon bonds (deep discount bonds) are amortized proportionately over the
period of its tenure.

2.1.9 Expenditure on issue of shares is charged off to the share premium received on
the issue of shares.

2.2 Lease rental is accounted for on accrual basis. Income from Lease Rentals in respect of
leases prior to 1.4.2001 is recognized on the basis of implicit interest rate, in the lease,
in accordance with Guidance Note on Accounting for Leases issued by the Institute of
Chartered Accountants of India. Leases effected from 01.04.2001 are accounted for in
accordance with Accounting Standard - 19 on Leases.

2.3. Income from dividend is accounted for in the year of declaration of dividend.

2.4. Recoveries in borrower accounts are appropriated as per the loan agreements.

551
2.5. The Company is ra1smg demand of installments due as per Joan agreements. The
repayment is adjusted against earliest disbursement irrespective of the rate of interest
being charged on various disbursements.

2.6. Prior period expenses / income and prepaid expenses up to Rs.5,000/- are charged to
natural heads of account.

2.7. (i) Nodal Agency Fees under Restructured Accelerated Power Development and
Reforms Programme (R-APDRP) is accounted for @1 % of the sanctioned project
cost in three steps- 0.40% on sanction of the project, 0.30% on disbursement of
the funds and remaining 0.30% after completion of the sanctioned project (for Part-
A) and verification of AT&C loss of the project areas (for Part-B}.

(ii) The actual expenditure incurred for operationalising the R-APDRP are reimbursable
from Ministry of Power, Government of India and accounted for in the period so
incurred.
3. MISCELLANOUS EXPENDITURE (PRELIMINARY) EXPENDITURE

Expenditure which are not Intangible Assets in terms of AS-26 will be fully written off in
the same year in which they are incurred.

4 FIXED ASSETS/DEPRECIATION

4.1 Fixed assets are shown at historical cost less accumulated depreciation, except the
assets retired from active use and held for disposal, which are stated at lower of the
book value or net realizable value.

4.2 Additions to fixed assets are being capitalized on the basis of bills approved or
estimated value of work done as per contracts in cases where final bills are yet to be
received I approved.

4.3 Depreciation on assets other than leased assets is provided on written down value
method, in accordance with the rates prescribed in Schedule XIV of the Companies Act,
1956.

4.4 Depreciation on assets leased prior to 01.04.2001 is provided for on straight line
method at the rates prescribed under the Schedule XIV to the Companies Act, 1956 or
over the primary balance period of lease of assets, whichever is higher. The value of the
net block so arrived at is further adjusted by balance in the lease equalization account.
The assets leased after 01.04.2001 are not required to be depreciated as per Accounting
Standard - 19.

4.5 Items of fixed assets acquired during the year costing up to Rs.5,000/- are fully
depreciated.

5 INTANGIBLE ASSETS/ AMORTIZATION

Intangible assets such as software are shown at cost of acquisition and amortization is done
under straight-line method over life of the assets estimated by the Company.

6 INVESTMENTS

6.1 Quoted current investments are valued scrip wise at lower of cost or fairyalue.

552
6.2 Unquoted current investments are valued at lower of cost or fair value.

6.3 Long term investments are valued at cost. Provision is made for diminution, other than
temporary in the value of such investments. However, diminution in value is reversed
when there is rise in the value or if the reason for the reduction no longer exists.

6.4 Investments in mutual fund /venture capital fund are valued at cost, less diminution, if
any, other than temporary. However, diminution in value is reversed when there is rise
in the value or if the reason for the reduction no longer exists.

7 PROVISIONS/WRITE OFF AGAINST LOANS AND ADVANCES

Prudential Norms

7.1 PFC being a Government owned Non Banking Financial Company (NBFC) is exempt from
the RBI directions relating to Prudential Norms. The Company, however, has formulated
its own set of Prudential Norms with effect from L4.2003, which has been revised from
time to time.

In respect of private sector utilities, the Company is applying RBI exposure norms, as
advised by RBI, vide letter of December, 2008. Further, RBI exempted PFC from its
prudential exposure norms in respect of lending to State I Central entities in power
sector till March'2012, vide its letter dated 18.03.2010.

RBI has accorded the status of Infrastructure Finance company (IFC) to PFC, vide its
letter dated 28.07 .2010. Accordingly, PFC is maintaining CRAR as applicable to IFC.

7 .2 As per prudential norms approved by the Board of Directors and the Ministry of Power,
an asset including a lease asset, in respect of which installments of loan, interest and I
or other charges remain due but unpaid for a period of six months or more, a term loan
inclusive of unpaid interest and other dues if any , when the installment and /or interest
remains unpaid for a period of six months or more, any amount which remains due but
unpaid for a period of six months or more under bill discounting scheme and any
amount due on account of sale of assets or services rendered or reimbursement of
expenses incurred which remains unpaid for a period of six months or more are
classified as Non-Performing Assets (NPA).

However, the following assets would not be classified as non-performing assets and the
income on these loans is recognized on receipt basis.

(i) Loans in respect of projects which are under implementation as per RBI Circular
No. ref DBS.FID No. C-11/01.02.00/2001-02 dated February 1, 2002 read with
D.O. letter DBS FID No 1285/01.02.00/2001-02 dated May 14, 2002 and RBI letter
No.DBOD.BP.No.7675/21.04.048/2008-09 dated. 11.11.2008 are classified in line
with RBI guidelines for asset classification of Infrastructure projects, as applicable
to banks from time to time.

(ii) A facility which is backed by the Central / State Government guarantee or by the
State Government undertaking for deduction from central plan allocation or a loan
to State department , for a period not exceeding 12 months frorri .the date from
which Company's dues have not been paid by the borrower.

; :/
4

553
(iii) A loan disbursed to an integrated power entity which is bifurcated on account of
division of states, the company shall follow the government order issued for
division of assets and liabilities, unless the same is stayed by any court and the
case is pending. in the court.

(iv) Non servicing of part of dues disputed by the borrower for a period not exceeding
12 months from the date from which the company's dues have not been paid by
the borrower. The disputed income shall be recognized only when it is actually
realized. Any such disputed income already recognized in the books of accounts
shall be reversed. Disputed dues means amount on account of financial charges
like commitment charges , penal interest etc. and the disputed differential income
on account of interest reset not serviced by the borrower due to certain issues
remains unresolved. A dispute shall be acknowledged on case to case basis with
the approval of the Board ·of Directors.

7.3 NPA classification and provisioning norms for loans, other credits and lease assets are
given as under

(i) NPA for a period not exceeding 18 months Sub-standard asset


(ii) NPA exceeding 18 months Doubtful asset
(iii) When an asset is identified
as loss asset or assets remain doubtful asset
exceeding 36 months, which ever is earlier Loss asset

7.4 Provision against NPAs is made at the rates indicated below: -

(i) Sub-standard assets 10%

(ii) Doubtful assets:

(a) Secured portion I facility including that guaranteed by the state I central
government or by the state government undertaking for deduction from ·plan
allocation or loan to state department.

Up to 1 year 20%
1 - 3 years 30%
More than 3 years 100%
(b) Unsernred 100%

(iii) Loss assets 100%

The entire loss assets shall be written ·off. In case, a loss asset is permitted to
remain in the books for any reason, 100% of outstanding shall be provided for.

For the purpose of assets classification and provisioning -

(i) facilities granted to Government sector entities are considered loan-wise.


(ii) facilities granted to Private sector entities are considered borrower-wise_,

8 FOREIGN EXCHANGE TRANSACTIONS:

554
8.1 The following transactions are accounted for at the exchange rates prevailing on the
date of the transaction as per Accounting Standard - 11.

(i) Expenses and income in foreign currency; and


(ii) Amounts borrowed and lent in foreign currency.

8.2 The following balances are translated in Indian Currency at the exchange rates
prevailing on the date of closing of accounts as per Accounting Standard - 11.

(i) Foreign currency loan liabilities.


(ii) Funds kept in foreign currency account with banks abroad.
(iii) Contingent liabilities in respect of guarantees.given in foreign currency.
(iv) Income earned abroad but not remitted/ received in India.
(v) Loans granted in foreign currency.
(vi) Expenses and income accrued but not due on foreign currency Joans / borrowing.

8.3 Where ever the Company has entered into a forward contract or an instrument that is,
in substance a forward exchange contract, the difference between the forward rate and
exchange rate on the date of transaction is recognized as income or expenses over the
life of the contract as per Accounting Standard - 11.

8.4 In case of loan from KFW, Germany, exchange Joss, if any, at the year-end is debited to
Interest Differential Fund Account - KFW as per loan agreement.

9 GRANTS FROM GOVERNMENT OF INDIA:

9.1 Where grants are first disbursed to the grantee, the· same are shown as amount
recoverable from the Govt. of India and are squared up on receipt of amount.

9.2 Where grants are received in advance from Govt. of India, the same are shown as
current liabilities till the payments are released to the grantee.

10 INTEREST SUBSIDY FUND

10.1 Interest subsidy for eligible borrowers received from the Ministry of Power, Govt. of India
under Accelerated Generation & Supply Programme (AG & SP) on net present value
(NPV) basis is credited to Interest Subsidy Fund on receipt and is passed on to the
borrowers over the eligible period of loan on respective dates of interest demands. Any
excess I shortfall in the Interest Subsidy Fund is refunded or adjusted / charged off at
the completion of respective scheme.

10.2 Interest Subsidy Fund is credited at the year-end with interest on the outstanding
balan·ce in the subsidy fund by debiting Profit & Loss account, at rates specified in the
Scheme.

11 R-APDRP FUND

11.1 Loans received from the Government of India under Re-structured Accelerated Power
Development & Reforms Programme (R-APDRP) as a Nodal agency for on lending to
eligible borrowers are back to back arrangements with no profit or loss arising to the
Company.

555
12 INCOME/RECEIPT/EXPENDITURE ON SUBSIDIARIES

12.1 Expenditure incurred on the subsidiaries is debited to the account "Amount recoverable
from concerned subsidiary".

12.2 Expenses in respect of man days (employees) are allocated to subsidiaries and
administrative overheads are apportioned to subsidiaries on estimated basis. Direct
expenses are booked to respective subsidiaries.

12.3 Interest on amount recoverable from Subsidiaries is accounted for at the rate of
interest applicable for project loan I scheme (generation) to state sector borrower
(category A) as per the policy of the Company.

12.4 Amounts received by subsidiaries as commitment advance from power procurers are
parked with the Company as inter-corporate loan and interest is provided on unused
portion of these loans at the mutually agreed interest rates.

12.S Request for Qualification (RFQ) document / Request for Proposal (RFP) document
developed for subsidiaries (incorporated for UMPP) are provided to subsidiary
companies at a price equivalent to sale proceeds of RFQ I RFP document received by
the subsidiary companies from the prospective bidders. The same is accounted for as
income of the company on receipt from subsidiary company.

12.6 The company incurs expenditure for development work in the UMPPs. The expenditure
incurred is shown as amount recoverable from the respective subsidiaries set up for
development of UMPPs. Provisioning / write off is considered to the extent not
recoverable when an UMPP is abandoned by the Ministry of Power, Government of
India.

13 EMPLOYEE BENEFITS

13.1 Provident Fund, Gratuity and post retirement benefits

Company's contribution paid / payable during the financial year towards Provident
Fund is charged in the Profit and Loss Account. The Company's obligation towards
gratuity to employees and post retirement benefits such as medical benefits, economic
rehabilitation benefit, and settlement allowance after retirement are actuarially
determined and provided for as per Accounting Standard - 15 (Revised).

13.2 Other Employee Benefits

The Company's obligation towards sick leave, earned leave, service award scheme are
actuarially determined and provided for as per Accounting Standard - 15 (Revised)

14 INCOME TAX

14.1 Income Tax comprising of current tax is determined in accordance with the applicable
tax laws and deferred tax charge or credit (reflecting the tax effects of timing
differences between accounting income and taxable income for the period) in
accordance with Accounting Standard - 22 on Accounting for Taxes on Income of the
Institute of Chartered Accounts of India. ·

556
Deferred tax charge or credit and corresponding deferred tax liabilities or assets are
recognized using tax rates. that have been enacted or substantially established by the
balance sheet date. Deferred Tax Assets are recognized and carried forward to the
extent there is a reasonable certainty that sufficient future taxable income will be
available against which such Deferred Tax Assets can be realized.

Offsetting deferred tax assets against deferred tax liability has been done to the
extent the enterprise has legally enforceable right to set 'off assets against liabilities
representing current tax being levied by the same governing taxation laws.

14.2 Since the Company has passed a Board resolution that it has no intention to make
withdrawal from the Special Reserve created and maintained under section 36(1)(viii)
of the Income Tax Act, 1961, the special reserve created and maintained is not
capable of being reversed and thus it becomes a permanent difference. The Company
does not create any deferred tax liability on the said reserve in accordance with the
clarification of the Accounting Standard Board of the Institute of Chartered
Accountants of India.

15 Cash Flow Statement

Cash flow statement is prepared in accordance with the indirect method pr~scribed in
Accounting Standard - 3 on Cash Flow Statement.

557
--------------------------·----1,-;;i:~::~·~·~?Y 20-_W-·15 - - - - - - - - - - - - - - - - - - - - - -
C1>nsolit1~ted Other Notes on r\ccounts
;----- r--~--~-------------~~-----~---------~-~------------~-~~~~~--
l. The Co1npany is a Govern1nG.nl Co1npany engaged in \';Xtcnding fi11ancial <l.Ssistance to po\ver sector and is a Non-Banking
finance Company registered \Yith RBI as an lnfrastn1cture Finance Co1npany.

2. The consolidated financial staten1ents rcPresent r.0nsnlidation of accounts of the con1p;1ny (Power Finance Corporation Li1nitcd),
its subsidiary con1panies and joint venture entities. as detailed be\o\v;
Country Proportion or shareholdings Status of accounts &
Nan1e of the Subsidiary Coinpan~es /Joint of as on 1\ccounting period
Venture Entities incorpor
31.03.2015 31.03.2014 01.04.2014 -31.03.2015
ation
Subsidiary Co1npanies; .

PFC Consulting Lilnited (PfCCL) India 100% 100% f\udited

PFC Green Energy Ltd. (PFCGEL) India 100% 100% f\udite<l

PFC Capital l\dvisory Services Lin1ited India 100% !00% 1\udited


(PFCCAS)
.
Po\VCr Equity Capital Advisors Private Limited India IOOo/o 100% 1\udited
(PECAP)

Joint Venture Entities:

National Po\ver Exchange Lin1ited (NPEL)* India 16.66% 16.66% Audited

Energy Efficiency Services Lin1ite<l (EESL) India 25% 25% Unaudited


-
* The Group of Pro1noters (GoP) of National Po\ver Exchange Li1nited (NPEL). con1prising of NTPC, NlIPC, TCS and PFC in
their 1necting dated 21.03.2014 decided to reco1nn1en<l voluntary winding up of NPEL to the Board of NPEL. The Board of
Directors of PFC in their n1eeting held on 14th l\ugust, 2014 had approved the rcco1nn1endation of the GoP. The voluntary
\Vin<ling up of NPEL is under process.

The co1npany as on 31.03.2015 has an investn1ent of~ 2.19 crorc (as on 31.03.2014 "< 2.19 crore) in the equity share capital of
NPEL against \Vhich a provision for diminution in value amounting to { l .06 crore (previous year Nil) has been made during the
current year.
2.1 The financial staten1cnts of subsidiaries (incorporated in India) as 1nentioncd bclo\v arc not consolidated in 1ern1s of paragraph 11
of l\ccounting Standard - 21 \Vhich states that a subsidiary should be excluded fron1 consolidation \Vhcn control is intended to be
te111porary because the subsidiary is acquired and held exclusively \Vith a vie\v to its subsequent disposal to successful bidder on
con1pletion of the bidding process ;
~

SI. Nan1c of the Company Date of Proportion of An1ount


No. investn1ent Shareholding as on (~in crore)
31.03.2015 31.03.2014
Subsidiary Companies:
(i) Coastal Maharashtra Mega Po_\ver Lin1ited 05.09.2006 !00% 100% 0.05
(ii) Orissa Integfated Po\ver Liinited 05.09.2006 !00% !00% 0.05
(iii) Coastal Karnataka Po\Vcr Limited 14.09.2006 !00% 100% 0.05
(iv) Coastal Tamil Nadu Po\vcr Lin1ited 31.01.2007 100% 100% 0.05
(v) Chhattisgarh Surguja Po\ver Ltd. 31.03.2008 100% !00% 0.05
(vi) Sakhigopal Integrated Power Limited 27.01.20!0 !00% !00% 0.05
(vii) Ghogarpalli Integrated Po\ver Company Limited 27.01.2010 100% !00% 0.05
(viii) Tatiya l\ndhra Mega Power Limited* 27.01.20!0 !QO){J 100% 0.05
(ix) Deoghar Nlega Po\ver Limited 30.07.2012 100% !00% 0.05
(x) Cheyyur Infra Limited. 24.03.2014 100% 100% 0.05

(xi) Odisha Infrapower Lin1itcd 27.03.2014 100% !00% 0.05
'fotal 0.55
* Board of Directors of the Con1pany, in its 322nd meeting held on 111th August, 2014, decided for \Vinding'l1P TO.ti)'<t Andhra
Nlcga Po\ver Litnited, subject to approval of Nfinistry-of Power, Govermnent~of India. ,,
...

558
~- -- ------·
-------~ -~.-

The above subsidiary con1panies were incorporated as special purpose vehicle (SPVs) nnder the n1andate fro1n Government of
India (GOT) for.development of Ultra Mega Po\ver Projects (Ui'v1PP~) \Vith the intention to hand over the1n to successful bidder
on con1pletion of the bidding process.

Fol\o\ving fello\V subsidiaries (wholly O\Vned s11bsidiary of PFCCL) has L'<-'t.'n transferred to successful bicldcr(s) on completion of
the bidding process:
SI. Nan1e of the Con1pany Date of 'fransfer
No.
Subsidiary Con1panies:
~-

DGEN Transn1ission Co111pany Ltd. (\Vholly O\vncd subsidiary con1pany


L 17.03.2015
of PFCC Limited)

Further, seven subsidiary con1panies (wholly 0\V!lCd subsidiaries of PFC.CL) created for develop1nent of independent
transn1ission projects (ITPs) are being held \Vith the intention to transfer the1n to successful bidder on completion of the bidding
process:

SI. Nan1e of the Con1pany Date of Proportion of Shareholding as on 1\mount


No. . investn1ent (fin crorc)
----
31.03.2015 31.03.2014
Subsidiary Con1panies:
L Ballabhgarh-GN Transmission Con1pany
21.10.2013 IOOo/o 100% 0.05
Limited
2. Tanda Trans1nission Company Lin1ited 21.l0.2013 100% 100% 0.05
Mohindergarh-Bhi\vani Transn1ission
3. 23.l2.2014 100% -- 0.05
Liinited*
Raipur-Rajnandgaon-\Varora
4. 23. l2.2014 l00% -- 0.05
Trans111ission Li1nitcd*
5. Sipat 'fransmission Limited* 23.12.20l4 100% -- 0.05
Chhattisgarh-\VR Transmission
6. 24.l2.2014 100% -- 0.05
Li1nited*
-
SoJJth-Central East Delhi Po\ver
7. lS.02.2015 100% -- 0.05
Transn1ission Limited*
Total 0.35
*Incorporated as \Vholly owned subsidiary of PFCCL during FY 2014-15

2.2 The Company prornotcd and acquired the shares at face value in the subsidiary co1npanics. Therefore, go0<hvill or capital reserve
did not arise.
3. Contingent liabilities:

(A) The details arc as follo\VS-


(~in crore)
S.No Particulars As on 1\s on
31.03.2015 31.03.2014
(i) Default guarantees issued in foreign currency- US$ 0.74 n1illion (as on
4.69 25.07
31.03.2014 US$ 4.14 million)
(ii) Guarantees issued in do1nestic currency 262.84 299.20
(iii) Clai1ns against the Company not acknowledged as debts 0.04 0.04
(iv) c;>utstanding disbursement con1n1itn1cnts to the borrowers by way of Letter of 813.D7 2,274.96
Comfort against loans sanctioned
'fotal 1,080.64 2,599.27

(D) Additional dcn1ands raised by the Income Tax Dcpart1nent totaling to~ 64.41 crore (as on 31.03.2014 t 49.87 crorc) of
earlier years arc being contested. Further, the Incon1e Tax Dcpart1nent has filed appeals against the relief allo\vcd by appellate
<
authorities to the Co1npany aggregating to< 85.47 crorc (as on 31.03.2014 79.26 Crore). The sa1ne are being contested. The
Nfanagement <lacs not consider it necessary to make provision, as the probability of tax liability devolving on the Company is
negligible.

" ..
2

559
4. Additional c1e-~;-~(J; raisetlbyrhCTn~~;~-e Tax Dcpart~~-1~l(~1~i of ~el~cl~·g~<111tCd.hy 1\ppellate 1\uthorities) aggregating to Z 78.50
crore for Asscss1ncnt Years 2001-02 to 2012-13 (as on Jl.03.2014 Z 55.10 crore for 1\ssess1nent Years 200l-02 to 2011-12)
have been provided for and are being contested by the Company.
5. Estin1atcd a1nount of contract remaining to be executed on account o_f capital contracts, not provided for, is-Z 0.33 crore (as on
31.03.2014 Nil).
·~··

6. Ministry of Corporate 1\ft~1irs (W10C1\), Govcrnn1eflt ?f India, vidc its Circular No. 6/3/2001 - CL. V dated 18.04.2002 prescribed
adequacy of Debenture Redc1nption Reserve (ORR) as 50o/o of the vnlue of debentures issued through public issue; subsequently,
the NloCA through its circular No. 11/02/2012-CL-V(A) dated l l.02.2013 1nodified the adequacy of DRR to 25%. In this regard,
the Co1npany has requested the N10C1\ for clarification, \Vhich is a\vaitcd.

Nlca1l\vhile, The Co1npanies (Share Capital and Debentures) Rules, 2014, \vi th effect fro1n 01.04.2014, also stated that for NBFCs
registered with the RBI under Section 45-It\ of the RBI (A1nend1nent) 1\ct, 1997, the adequacy of DRR \Vill be 25% of the value
of debentures issued through public issue as per present SEBI (Issue and Listing of Debt Securities) Regulations, 2008, and no
DRR is required in the case of privately placed debentures.

In vie\V of above, the Con1pany is creating DRR for public is.sue of bonds I debentures @ SOo/o for the issues for which
prospectuses had been filed before 11.02.2013 and @ 25o/o for the subsequent public issues.
7. Foreign currency actual outgo and earning:
(~in crorc)
S.No. Description During FY ended During FY ended
31.03.2015 31.03.2014
A. Expenditure in foreign currency
i) Interest on loans fron1 foreign institutions* 206.75 230.47
~.

ii) Financial & Other charges* 118.89 9.56


iii) Traveling Expenses 0.38 Nil.
~

iv) Training Expenses 0.18 0.25


B. Earning in foreign currency 7.M 0.07
*excluding withholding tax

8. (A) t\s per the Accounting Standard - 'Related Party Disclosures' (t\S 18), notified by the Co1npanies (Accounting Standards)
Rules, 2006, the related parties of the Company are as follo\vs:
(i) Subsidiaries including companies pron1oted as Special Purpose Vehicles (SPVs) for Ultra-~·Iega Po\ver Projects (UWIPPs)
· and Joint Ventures (JVs):

S.No. Nan1e of the -Co1npanics S. No. Na1ne of the Co1npanics


A Subsidiarv Companies* B Joint Venture*
(i) PFC Consulting Limited (i) National Power Exchange Limited
(ii) PFC Green Energy Li1nitcd (ii) Energy Efficiency Services Lin1ited
(iii) PFC Capital 1\dvisory Services Ltd
(iv) Po\ver Equity Capital 1\dvisors (Private) Lin1ited

c Subsicliary Con1panics pron1oted as SPVs for D Subsidhsrics of PFCCL*


UNIPPs*
(i) Coastal Maharashtra ~·tega Po\ver Limited (i) DGEN Trans1nission Co1npany Limited (Till
March 17, 2015)
(Fonnerly DGEN t~ Uttrakhand Trans1nission
Co1npany Lintlted)
-·!------
(ii) Orissa Integrated Po\Vcr Lin1itcd (ii) Patran Transrnission Company Limited (Till
November 13,2013)

(iii) Coastal Karnataka Power Limited (iii) Purulia Kharagpur Transn1ission Co1npany
Limited (Till December 09,2013)
(iv) Coastal Ta1nil Nadu Po\ver Liinited (iv) Darbhanga i\'lotihari Trans1nission Company
Limited (Till December 10,2013)
(V) Chhattisgarh Surguja Power Limited (v) RAPP Transn1ission Company Limited till
!vlarch 12, 2014
(vi) Sakhigopal Integrnted Po\ver Company Liinited (vi) Ilallabhgarh-GN Transinission Company
Limited .·· . . .
(vii) Ghogarpalli Integrated Po\vcr Co1npany Li1nited (vii) Tanda Transn1ission Company Lin1ited

560
~·-cr-c(-vi"i1"),.ccTc-a-cti,-y·a--cA-n-d~h-ra~tv~rc-o,-a~P,-o-,,-,c-rcoL-ci~n1i-te-d----- ··-----·--!Tv.c(,..v_H.1~·)__,_S_i~pa_t'_f'~ra_n~SJ_n_is,..s_io_n_L~._in,..1_te_d_~-~~----i
(ix) Dcoghar Nlcga Po\v_c._rc·l-.i_n_1it_c_d_____________ r-~-,)))-+R~a~i~p~ur~·~R-aJ_·nandgaon-\Varora 1'ransmission
_ Limited
~{x) Cheyyur Infra Limited. i'vlohindergarh- Bhi\vani Transn1ission Li111ite~-
I--· (xi) O<lisha Infrapo\vcr Lin1itcd Chhatisgarh-\VR Transtnission Li1nited
-~ --· -~-~---.-·--L'{.~TI) South Central East Delhi P'o\ver Transmission
Li1nitcd
1'Govt. controlled entities as per AS-18.

(ii) Key rnanagerial personnel (Kl'VIP):


Nan1e Period
PFC Litnited
Shri 1 1 K Goel, CMD, CEO and holding additional charge of Director (Con1n1ercial) $
1
with effect from 22.0L2015(NN)
Shri R Nagarajan, Director (Finance) and CFO$$ with effect from 3 l.07.2009
Shri AK 1\garwal, Director (Projects)$$ \vith effect from 13.07.2012
Shri Nlanohar Bal\vani, CS With effect from 01.04.2014#

~··~-~--,-,------------------··- ------~----··--~------
Subsidiary Con1panies
Shi C Gangopadhyay, CEO, PFCCL With effect from 03. 12.2013
Shi C Gangopadhyay, Director, PEC1\P With effect from 13.10.2009
Sh. D Ravi, Director, PECAP With effect from 29.03.2010
Sh. 1\. Chakravarti, Director, PEC1\P With effect from 1L10.20 l l
Sh. A. Chakravarti, CEO, PFCGEL With effect from 14.09.2012
Shri R. K. Chandiok, CFO, PFCGEL From 15.05.2014 to 10.02.2015##
Smt Rachna Singh, CS, PFCGEL With effect from Ol.04.201,l II##
·-~--~~-~~~~~~~~~--~--~~~~----+-~--~~~-~-~~--j

Joint Venture Entities


Shri Saurabh Kun1ar, Managing Director, EESL with effect from 7.05.2013
Sh_. P Thakkar, Chairn1an, EESL with effect from 10.12.2013

$Chairman in PFCCL, PFCGEL and PFC CAS also


$$ Director in PFCCL, PFCGEL and PFC CAS also
II Joined the Company on .l l.04.2013, KMP from 01.04.2014 as per Companies Act 2013.
##Joined PFCGEI. on Ol.02.2014, KMP from 15.05.20 l 4 as per Companies Act 2013.
###Joined PFCGEL on 26.12.201 l, KMP from 01.04.2014 as per Companies Act 2014.

(B) Transactions with Related Parties

ivlanagerial ren1uneration of K.iVIP for the year ended 3 l.03.2015 is~ 3.74 crore (previous year ended 31.03.2014 ~ 2.83 crorc).

·1
"-·
"<.·i:..: )',
_/-V;:o,,
~-~-·---------+---------------------------~--~·-~'-----··-

561
--- --· -·· .. - · · - - - - - - - ·
9. Disclosure as required by Clause 32 of Listing Agrc-emcnts:

(A) Loans and Advances in the nature of Loans:

(i) The details of an1ount recoverable (including interest thereon) fro1n the respective subsidiaries arc given belo\v:
(~in crore)
--~-- ---------------·
1\1Iaximnn1 i\!Iaximun1
A1nount as A1nonnt as
during the during the
Na1ne of the Subsidiary Con1panies 011 on
FY ended FY ended
31.03.2015* 31.03.2014'
31.03.2015 31.03.2014
Coastal Nlaharashtra i\r[cga Po\vcr Li1nited 8.99 7.88 9.lO 7.88
Orissa Integrated Power Linlited 105.29 92.97 l l 1.77 106.62
Coastal Karnataka Po\ver Limited 3.81 3.32 3.81 3.33
Coastal Ta1nil Nadu Po\ver Ltd. 70.13 57.00 70.13 57.00
Chhattisgarh Surguja Power Li1nited 75.23 68.37 75.23 68.42
·- ---
Sakhigopal Integrated Po\ver Company Lin1ited 5.54 4.50 5.54 4.50
Ghogarpalli Integrated Po\vcr Cornpany Li1nited 4.79 J.89 4.67 3.89
1
Tatiya Andhra i'vlega Po\ver Limited 8.37 11.28 l l.65 l l.30
1
Deoghar i\rlega Power Ltd 6.12 5.00 6.12 5.01
Cheyyur Infra Limited 0.01 0.01 0.01 0.01
Odisha Infra Power Ltd. O.l l 0.01 0.1 I 0.01
Subsidiaries Of PFCCL 2.34 2.79 2.79 2.79
'fotal 290.73 257.02 300.93 270.76
* A1nount is in the nature of advances, does not include any loan.
(ii) The deta'ils of mnounts payable to subsidiaries (including interest) in respect of amounts contributed by po\ver procurers
and other an1ounts payable arc given belo\v:
(<in crore)
1\1Iaximun1 l\'1axin111n1
An1ount as 1\n1ount as
during the during the
Nan1e of the Subsidiary Conipanies on 011
FY ended FY ended
31.03.2015 31.03.2014
Jl.03.2015 31.03.2014
Coastal Nlaharashtra Nlcoa Power Limited 59.79 56.47 59.79 56.47
,_Q:iSsa Integrated Po\ver Limited 72.57 67.57 72.57 67.57
Coastal Tamil Nadu Po\ver Li1nited 68.72 63.72 68.72 63.72
Chhattisgarh Surguia Po\vcr Li1nite<l 66.17 6l.l6 66.17 61.16
Sakhigopal Intee.ratcd Po\ver Co1npanv Lin1ited 23.69 22.2•\ 23.69 22.24
Ghogarpalli Integrated Po\ver Con1oany Limited 22.44 21.08 22.44 21.08
Tatiya 1\ndhra Mega Po\ver Liinited 24.91 27.02 27.48 27.02
Totnl 338.29 319.26 340.86 319.26

(iii) To Fin11s I con1panies in \Vhich directors are interested :Nil

(iv) \Vhere there is no repay1nent schedule or.repayment beyond seven years :Nil

(v) \Vhere no interest or interest as per Section 186 of the Companies Act, 2013: Nil

(B) InvcstJnent by the loanee in the shares of PFC I Subsidiaries: Nil

lO. Tnvestlnent made in equity shares of Coal India Ltd.:

During the year, the Co1npany has subscribed to 1,39,64,530 fully paid equity shares of Coal India Limited (CIL) of face value of
< l 0/- per share under Offer for Sale route. The shares have been subscribed at a cost of< 358.58/- per share aggregating to <
500. 74 crorc.
11. Interest Differential Fund (IDF) - KF\V

The agreen1ent bet\veen KF\V and the Company provides that the IDF belongs to the borro\Vers solely a"nd will be used to cover
the exchange risk variations under this loa~ and any excess \Vil! be used in accordance with the agrccn1ent. The balance in the
IDF fund has been kept under separate acc;ount head titled as Interest Differential Fund - KF\V and sho\Vn as a liab_i_li_ty. The_ total
<
fund accun1ulated as on 31.03.2015 is Z 58.38 crore (as on 31.03.2014 54.63 crore), after transferring exchange difference of~
14.l I crore (ns on Jt.OJ.2014 ( l6.56crorc).

562
- ---
12. Foreign currency liabilities not hedged by a derivative instnunent or othenvise:-
·-

-- ---·
Foreign Currency (in millions)
Liabilities in Foreign Currencies
--~
31.03.2015 31.03.2014
USD 1,128 792
EURO 19 21
JPY 24,209 36,807
--
13. 1\s required under 1\S 19, the disclosure \Vith respect to various leases are as under:

(A) Asset under finance lease after 01.04.200 l:

(i) The gross investment in the leased assets and the present value of the 1ninirnum value receivable at the balance sheet date and
the value of unean1ed financial incorne are given in the table belo\V:
(Zin crore)
As on As on
Particulars
31.03.2015 31.03.2014
Total of future·mini1num lease pay1nents recoverable (Gros~ Investrnents) 392.95 433.52
Present value of lease pay111ents recoverable 212.27 242.54
Unearned finance inco1ne iS0.68 190.98
l\Jaturity profile of total of future. 1ninhnun1 lease payn1cnts recOV!irable (Gross
Investment):- .

~.later than one year 30.06 54.34


Later than one year and not later than 5 years 107.98 102.87
Later than five years 254.91 276.31
Total 392.95 433.52
Break up of present value of lease payn1ents recoverable:-
Not later than one year 10.06 33.15
L1ter than one vear and not later than 5 years 36.18 33.11
Later than five years 166.03 176.28
Total 212.27 242.54

(ii) The Cornpany had sanctioned an atnount of Z 88.90 crore in the year 2004 ns finance lease for financing \Vind turbine
generator (co1nmissioned on 19.07.2004). The sanction \Vas reduced to <
88.85 crore in Dece1nbcr 2006. The gross
investn1cnt stood at the level of< l.78 crore as on 31.03.2015 (Z 4.21 crore as on 31.03.2014). The lease rent is to be
recovered within a period of 15 Years, starting fro1n 19.07.2004, which comprises of 10 years as a pri1nary period and 5
years as a secondary period. Secondary period is in force \Yith effect fron1 19.07.2014.

(iii) The Co1npany had sanctioned an amount of Z 98.4 1i crore in the year 2004 as finance lease for financing \Vind turbine
generator (commissioned on 18.5.2004). The gross investment stood at< 4.43 crorc as on 31.03.2015 (Z 22.53 crore as on
31.03.2014). The lease rent is to be recovered \Vilhin a pericx:l of 20 years, start_ing fro1n l 8.05.2004, \Vhich con1prises of 10
years as a primary period and a maxin1u1n of another 10 years as a secondary period. Secondary period is in force \Vilh
effect from 01.04.2014.

<
(iv) The Company had sanctioned an amount of 93.51 crorc in t!te year 2004 as finance lease for financing wind turbine
<
generator (con1missioned on 09.06.2005). The gross investn1ent stood at 7 .62 crore as on 3 l.03.2015 (Z l.96 crore as on
31.03.2014). The lease rent is to be recovered \vithin a period of 19 years 11 n1onths, st<uting fro1n 09.06.2005, which
con1prises of 10 years as a primary period and a 1naxi1nu1n of 9 years and 11 tnonths as a secondary period.

(v) The Co1npany had sanctioned an amount of Z 228.94 crore in the year 2008 as finance lease for financing wind turbine
(<
generator (commissioned on 18.05.2011). The gross investn1ent stood at~ 379.12 crore as on 31.03.2015 404.82 crore as
on 31.03.2014). The lease rent is to be recovered \Vithin a period of25 years, starting fro1n 01.01.2012, which comprises of
18 years as a pritnary period and a 1naxin1um of 7 years as a secondary period.

(Il) Operating Lease:

The Cornpany's operating leases consist of:-

Premises for offices and for residential use of e1nployces arc lease arrangements, and are usually rene\vable on 1nutually agreed
terms, and are cancellable. Rent for residential acco1n1nodation of en1ployees includes ( 5.11 crore (during year ended
31.03.2014 Z 4.71 crore) to\vards lease payn1ents, net of recoveries in respect of pren1ises for residential use of en1ployees. Lease
payments in respect of pre1nises for en1ployees are sho\vn as rent for residential acconunodation of employees in Note Part 1\ 16
- En1ployee Benefit Expenses. Lease payn1ents in respect of pre1nises for offices are sho\Vll as office rent in Nole 1)art A 17 -
Other Expenses. Future lease pay1nents in resocct of these lease agree1ncnts are as ui-idcr:

563
-· - - ------------ ·--·
·----·-
(<' in crore)
Future rninin1un1 lease rent 1>avn1ents Year ended 31.03.2015 Year ended 31.03.2014
Office ._v_ Accon,1nodations Office & 1\cco1nmodations
Not later than one year 2.30 2.80
Later than one year and not later than 5 years C- 0.31 0.40
Later than 5 years 0.00
--t--------. -·-----------·
0.00
Total 2.61 3.20

l4. Subsidy under Accelerated Generation & Supply Progranune (t\G&SP):

(1\) The Company clain1ed subsidy fro1n Govt. of India at net present value calcu\nted at indicative interest rates in accordance
with the GOl's letter vide D.0.No.32024 I 17 I 97 - PFC dated 23.09.1997 and O.M.No.32024 I 23 / 2001 - PFC dated
07.03.2003, irrespective of the actual repay1ncnt schedule, 1noratorium period and duration of repayincnt. The a1nount of
interest subsidy received and to be passed on to the borro\ver is retained as Interest Subsidy Fund 1\ccount. The i1npact of
difference between the indicative rate and period considered at the ti1ne of clain1s and at the time of actual disbursen1ent can
be_ ascertained only after the end of the respective schen1es. Ho\vever, on the basis of the projections ,111adc for each project
(based upon certain assuinptions that these would ren1ain san1e over the projected period of each loan I project), the
Con1pany esti1nated the net. excess amount of Z 7.02 crore and Z 61.32 crore as on 31.03.2015 (Z 6.32 crore and ( 74.53
crore as on 3 l.03.20 l 4) for IX and X Plan, respectively under 1\G&SP sche1nes, and there is no shortfall. This net excess
a111ount is worked out on overall basis and not on individual basis and 1nay V<JIY due to change in assun1ptions, if any,
during the projected period such as changes in 1noratorium period, rcpayn1ent period, loan restructuring, pre-payment,
interest rate reset etc. Any excess I shortfall in the interest subsidy fund \Viii be refunded or adjusted I charged off on
completion of the respective sche1ne.

(B) The balance under the head Interest.Subsidy Fund shown as liability, represents the an1ount of subsidy received fro1n
iVtinistry of Power, Govt. of India which is to be passed on to the borro\vers against their interest liability arising in future,
Under 1\ccelerated Generation & Supply Programn1e (AG&SP), \Vhich comprises of the follo\~ing: -
(~ in crore)
As on As on
Particulars
31.03.2015 31.03.2014
Opening balance of Interest Subsidy Fund 123.87 145.78
(1\s on 1st day of the Financial Year)
1\dd : - Received during the period -- --
: - Interest credited during the perio<l 9.42 10.70
: - Refund by the borro\ver due to non - con1nlissioning of prOject in ti1ne -- --
less: Interest subsidy passed on to borro\Vers 21.94 32.61
Refunded to iVtoP:
(a) Esti1nated net excess against IX Plan -- --
(b) Due to non- co1n1nissioning of Project in tin1e -- --
(c) Esti1nated net excess against X Plan ·- ·-
Closing balance of inter~t subsidy fund 111.35 123.87
15. The Con1pany had exercised the option under para 461\ of the 1\S-l l - 'The Effects of Changes in Foreign Exchange Rates', to
an1ortize the exchange differences on the long tenn foreign currency n1onetary ite1ns over their tenure. Consequently, as on
3 l.03.2015 the debit balance under Foreign Currency Nionetary Item Translation Difference Account (FCiVUTDA) ainounting to
( 380.56 crore (as on 31.03.2014 ~ 709.21 crore) is sho\vn on the "Equity and Liabilities" side of the balance sheet under the
head "Re~erve and Surplus'', as a separate line ite1n .
.
•','

564
- -·-- -- --- - . ··---- ----·---- ·---·
i6. fm.plcn1entation of Gol Scheme:

(A) Rc-stn1c1ured Accch;ratc<l Power Dcvelop1nent and Rcforn1s Program1ne (R- APDRP):

(i) The Con1pany is the Nodal l\gcncy for opcrationalisation an<l associated service for irnplen1cnt.:ttion of tbe R - APDRP under
which projects are being taken up in t\vo p;1rt._. P:\rt .. A iuclurlt:s ihe projects for establishment of baseline data and l'f
applications for energy accounting as \Yell as IT based customer care centers. Part - B includes regular distribution
strengthening projects. Gol provides lOOo/o loan for Part f\ and up to 25</o (up to 90o/o for special category States) loan for Part
- B. Balance funds for Part- B projects can be raised by the utilities fron1 PFC I REC I nlulti-lateral institutions and I or O\Vn
resources. The loans under Part 1\- along with interest thereon are convertible into grant as per applicable guidelines.
Similarly, up to 50<7o (up to 90% for special category states) of the loan against Part -B project \vould be convertible in to
grant as per applicable guidelines. Enabling activities of the programn1e arc covered under Part - C.

A111ounts received fron1 the Government of [ndia under R - APDRP as a Nodal agency for on-lending to eligible borrowers
are back to back arrangen1ents \Vilh no profit or loss arising to the Co1npany. The an1ount on-Iended but not converted in to
grants as per applicable guidelines \Viii become payable along \Vith interest to the Go[ on receipt fro1n the borro\vers.

The details arc furnished below:


(~in crore)
1\n1ount 1\n1ount payable
reco\•erable fron1 to GO! (Interest
R - 1\PDRP Grant
borro\Yers S.:: earned on Fixed
Particulars navablc to GO I Der osit)
FY FY FY FY FY FY
2014-15 2013-14 2014-15 2013-14 2014-15 2013-14
A. GoI Loan under R-APDRP (Principal)
Opening balance as on I st day of the Financial Year 7,315.85 6,694.63 0.00 0.00 0.00 0.25
Additions during the period 578.47 640.00 578.47 640.00 0.00 0.00
Recoveries I refunds I changes during the period (206.48) (18.73) (578.47) (640.00) 0.00 (0.25)
Closing balance (A) 7,687.84 7,315.85 0.00 0.00 0.00 0.00
B. Interest Accrued but not due (Int. earned on
FD)
c. Interest on loan under R-1\PDRP
(i) Accrued but not due
Opening Balance 1,605.09 1,327.94
f\dditions during the period 673.90 627.24
Transfer to Accumulaled ~loratorium Interest 298.41 (340.43)
Transfer to Interest 1\ccn1ed and Due (13.51) (9.66)
~-

Closing Balance 2,563.89 1,605.09


-

(ii) Accrued and due


Opening Balance 3.69 0.00
1\dditions During the period 16.59 9.66
Recoveries & refunds to Gol I Changes due to
(16.60) (5.97)
extension of project co1npletion ocriod
Closing Balance 3.68 3.69

Interest on loan under R-1\PDRP (C):;:::: (i + ii) 2,567.57 1,608.78

D. 1\rcun1ulated il'loratoriun1 Interest


Opening Balance 338.92 0.00
1\ddition·s During the period (301.58) 340.43 -

Recoveries & rCfunds to Gol I Changes due to


1.51 (1.51)
extension of project con1oletion period -
Closing Balance (D) 38.85 338.92

""'
''))~
I
I
8

565
-- -- -
E. Interest on Accunn1lated l\Jorntoriun1 Interc.st ~----f=-
(i) Accrued but not due
·-··
Opening Balance 1.42 0.00
--
Additions During the period (0_92) 4.4S
----------·-·---· -- - ------- --~- ·--
Transfer to accrued and due (0.35) \:i.06)
~-

Closing Balance 0_15 1.42


h---- -
(ii) 1\ccn1ed and due
_ ~pcning Balance 2.21 o_oo
1
---
Additions During the period (I.SS) 3.06
Recoveries & refunds to Gol I Changes due to
L__ extension of project co1npletion period
o.ss (0.85)
-h-

Closing Balance . I.IS 2.21


Interest on Accumulated ~loratoriu1n Int. (E) ::::: (i +
ii)
1.33 3.63
·--

F. Interest on Interest, Interest on "Interest on


Accunu1lated iVloratoriun1 Interest" and Penal
Interest

-
(i) Interest on Interest
Opening Balance 0.00 -
1\dditions During the period 0_11 -
Recoveries I refunds I changes during the period (0-06)
Closing Balance 0_05

(ii) Interest on" Interest on ;\ccu1nulatcd Nloratoritim -


Interest"
Opening Balance o_oo -
Additions During the period 0.02 -
Recoveries I refunds I changes on account of -
extension of project con1pletion period during the o_oo
FY
Closing Balance 0.02 - .

(iii) Penal Interest - !


Opening Balance o_oo -
Additions During the period 0.15 -
Recoveries I refunds I changes on account of
cxtens_ion of project completion period during lhe (0_10)
FY
Closing Balance 0.05 -
Interest on Interest, Interest on "Interest on -
;\ccurnulated lvloratoriu1n Interest" and Penal Interest. 0.12
(F) = (i +ii+ iii)
Closing Balance (1\+B+C+D+E+F) J0,295.71 9,267.18 0.00 0.00 0.00 0.00

ii) In line \Vith the R - APDRP sche1ne approved by lvloP, Gal , vide Office Mcn1orandu1n No. 14 I 03 I 2008 - APDRP dated
20th August, 2010, till 31.03.2013, Nodal Agency Fees under R - APDRP had been accounted for@ 1% of the sanctioned
project cost in three stages - 0.40% on sanction of the project, 0.30o/o on disbursen1ent of the funds and remaining O.JOo/o after
co1nplction of the sanctioned project (for Part - A) and verification of;\T t..~C loss of the project areas (for Part - B). Further,
actual expenditure, including expenditure allocable on account of PFC manpo,vcr, incurred for opcrationalising the R-
;\PDRP \Vere reirnburscd I reiinbursablc by Ministry of Po\ver, Govem1ncnt of India. As per Office Nfemorandun1 No. 14 I 03
/ 2008 - t\PDRP dated 20th August, 2010 of the MoP, Gol, the total arnount rcCeivable against the nodal _agency fee plus the
rein1bursement of actual expenditure \Vill not exceed ~ 850 crore or 1.7 o/o of the likely outlay under Part A & n of R -
APDRP, \vhichcver is less. ':'>,

'>,~,-
. '
+ 9

566
- ·---~~------··--·----------~

:V1inistry of Po\vcr (MoP) vidc letter dated l5.07.20l3 informed that as.per Deparln1ent of Expenditure (DoE), Nodal Agency
Fee for R-1\PDRP sehen1e for 12th plan may be restricted to 0.5% of the sanctioned project cost or actual expenditure,
whichever is less.

Pursuant to various corrcspondcncc \Vith W{oP, a f('Viseti p1op0~<il was snbn1ittcd to lV!oP vi<le letter dated 26.12.2014,
\vherein Company agreed to restrict its clai1ns only to rci1nburse1ne11ts of actual expenditure in line with norms indicated by
Depart1ncnt of Expenditure (DoE) through ivloP con11nunication dated 15.07.2013 excluding Compariy's O\Vl1 manpower
(Salary only) I administrative charges during XII I XIII Plan uqdcr R-APDRP. NloP vidc letter dated 05.01.2015 d\rected the
Co1npany to inti1nate its finnl clairn based on revised proposal of the Co1npany. The Co1npany, vide letter dated 02.02.2015,
subn1itted its clai1n including balance clain1 pertaining to XIth plan anU clai111 for the period fron1 01.04.2012 to 3l.l2.2014
(earlier sho\vn as other expenses of the Co1npnny). The claim of the Co1npany has been approved by .NloP vide its letter dated
31.03.2015.

1\ccortlingly, the Cotnpany has reversed Nodal 1\gency Fee for R-APDRP sche1ne for Xflth plan (upto FY 2013~14)
a1nounting to< 35.86 crore and has not recognized the fee pertaining to the current year.

1\s on 31.03.2015, the total an1ount of nodal agency fee and reirnbursen1ent of expenditure received I receivable by PFC is as
under:-
(~in crorc)
During the FY Cu1nulative un-to
During the FY ended
Particulars ended
31.03.201<1 31.03.2015 31.03.2014
31.03.2015
Nodal agency fee* (36.38)# 18.50 127.41 163.79
Rcin1burse111ent of 41.20** (21.81) 103.06 61.86
exoenditure
Total 4.82 (3.31) 230.47 225.65
*Exclusive of Service Tax
#Reversal for Xlth ·& Xllth Plan< l.41 crore and< 35.86 crore respectively, net of fee booked< 0.89 crore for XIth Plan
disbursemeflt.
<
** Net of clai1n for FY 2012-13 to FY 2013-14 36.91 crore (Accounted for as other expenses of the Con1pany .earlier and
reversed as an1ount recoverable from .NloP, Gal during the year), Teversal I rectification< (4.93) crore in respect of current
and earlier years, and claim for FY 14~15 <9.22 crore.

(B) Integrated Po\Vcr Develop1ncnt Schc1ne (1PDS)

Govt. of India (Gol) has launched JPDS for the Urban areas \Vith the (i) Strengthening of Sub-transn1ission and Distribution
net\vork in urban areas including provisioning of solar panels on Govt. buildings including Nct-n1etering, (ii) .Nletcring of feeders
I distribution transfonners I consu1ncrs in urban areas and (iii) IT enablen1cnt of distribution sector and strengthening of
distribution network, as per CCEA approval dated 21.06.2013 forco1nplction of_thc targets laid do\vn under R-APDRP for XIIth
and XIIIth Plans by subsu1ning R-1\PDRP in IPDS and carrying forward the approved outlay for R-APDRP to IPDS.

As per guidelines, approved by lPDS Nlonitoring Co1n1nittcc, constituted by .Niinistry of Poi.ver (NloP), Gol, the Con1p~ny has
been designated as the Nodal 1\gency for operationalization and implementation of the sche1ne under the overall guidance of the
MoP. The role of the Nodal agency is mentioned in IPDS sche1ne which inter-alia includes adntinistration of Gol grant to the
eligible utilities which can be recalled I pre closed subject to certain conditions mentioned in the IPDS guidelines.

The Co1npany \Vill be eligible for 0.5o/o of the total project cost approved by Nlonitoring Commiltee or a\vard cost, \Vhichever is
lo\ver, as nodal agency fee to be claimed I accrued as under:

i. 1st instalhnent: 40% of the ncxlal agency fee (i.e. 40% of 0.5o/o of approved project cost) in the financial years in \vhich
the projects are approved by the .Nlonitoring Committee under IPDS.
ii. 2nd installment: 30o/o of the nodal agency fee (i.e. JOo/o of 0.5% of approved project cost) on a\vard of approved projects.
iii. 3rd instalhnent: 20% of the nodal agency fee (i.e. 20% of 0.5% of approved project cost) after one year of clai1ning 2nd
install1nent.
iv. 4th installment: 10% of the nodal agency fee (i.e. lOo/o o( 0.5o/o of approved project cost) after cornpletion of \Vorks.

IO

567
-- - ---- -----·-··
The details are furnished belo\V:
((in crore)
1\1nount of GoI 1\n1ount payable
grant adnlinistcrcd to GO! (Interest
IPDS Grant
to the eligible earned on Fixed
Particulars Deoosit)
----·- \1!Hitif'"
FY FY FY ~·y FY FY
2014-15 2013·14 2014-15 2013·14 2014-15 2013-14
Opening balance as on lst day of the Financial Year - 0.00 - 0.00 -
L_Additions during the period - 50.00 0.01 -

Recoveries I refunds I changes during the period - - 0.lJO - 0.00 -


Closing balance (A) - - 50.00' - 0.01* -
'-----
*Appearing as an1ount payable to OoL

17. The Company has been creating provision @ 0.25% of the outstanding Standard loan assets (excluding outstanding restructured
standard loan assets on which separate provision has been slatted durin·g the year). J-\s on 31.03.2015, the Standard t\~set
nrovision stands at ( 486.79 crorc (( 469.48 crorc as on 31.03.2014).
18. The Con1pany being a Govcm1nent O\Vncd Non~ Banking Finnncial Co1npany is exe1npt fro1n the RBI directions relating to
Prudentinl Norms. RBI has directed the Compnny, vide its letter dntcd 25.07.2013, to tnkc steps to co1nply \Vith RBI's Pn1dential
Ncnns by 31.03.2016. Further, RBI vide its letter dated 03.04.2014 has allo\ved exemption fron1 credit concentration nonns in
respect of exposure to Central I State Govcrnn1ent entities till 31.03.2016.

The Co1npany follo\VS its own pnidential nonns approved by the lvlinistry of Power (~foP), Govt.of India (Gol) (including
revisions approved by BoD in its 1necting held on 09.03.2015 subject to the approval of lvfoP) \vhich inter-alia includes nonns for
Restructuring I Reschedule1ncnt I Renegotiation (R/R/R) of loans which allows (i) t\vo ti1ncs restn1cturing before COD, (ii)
exen1ption to the loans having central I state. government guarantee and loans to govern1nent departn1ent, and (iii) dispensation
not to consider extension of repay1nent schedule \Vithout sncrifice as rcstn1cturing for govenunent sector borro\vers. For R/R/R
nonns, RBI has advised the Co1npany to follo\v the instructions contained in RBI circular.DNBS.CO.PD.No. 367/03.10.01/2013-
14 dated 23.01.2014, vide its letter dated 03.04.2014 inter-alia allo\ving 1naxin1un1 period of delay in DCCO for which a loan can
be restructured. The matter regarding applicability of RBI's R/R/R nonns \Vas taken up with RBI. In this regard, RBI vide its
letter dated 11.06.2014 has allowed exemption fron1 application of its restructuring nonns for Transn1ission & Distribution,
Renovation & Nlodemization and Life Extension projects and also the hydro projects in Himalayan region or affected by natural
disasters for a period of 3 years i.e. till 31.03.2017. Further, for new project loans t~ generating con1panies restructured \V.e.f.
01.04.2015, the provisioning require1nent \VOuld be 5% and for stock of such outstanding loans as on 31.03.2015 to all generating
con1panies, the provisioning shall con1n1ence \Vith a provision of 2.75o/o \Vith effect fron1 31.03.2015 and reaching 5% by
31.03.2013. This provision is in addition to the provision for di1ninution in fair value.

The Co1npany vide its letter dated 03.07.2014 has co1nn1unicated the n1anner of its in1ple1nentation to RBI, further reiterated vide
Co1npany's letter dated 27.11.2014, inter-alia stating that all ne\V project loans sanctioned \Vith effect fron1 01.04.2015 to
generating con1panies would be regulated by RBI norms on R/R/R. RBI vide its letter dated 04.02.2015 has inforn1ed that the
Company's request is under exa1nination.

Pending decision by RBI regarding i1nplc1nentation of R/R/R nonns, the Compnny is follo\ving its O\Vll nonns read with the
rnanner of implementation as stated above.

Accordingly~ the Accounting policy related to Prudential Nonns on R/R/R has been an1ended during the year ended 31.03.2015
\Vhich inter-alia requires provision@ 2.15o/o on restructured standard assets. Thus, during the year ended 31.03.2015 a provision
has been made a1notinting to Z 56'L44 crore, on qualifying loans. As on 31.03.2015, these loans comprise of i)rivate sector lonn ~
20,524.91.crore and Govt. Sector loan Nil. Consequently, profit for the year ended 31.03.2015 has been reduced by~ 513.12
crore, after considering the existing provision on standard loan assets on these restructured loans.

ll

568
-- -------- _.. ' .. ---- -------·
19. (AJ The Classification of Loan 1\ssi::ts (Gross) as per the Co111p:iny's Pri;dcntial Nonns is as under:
(~in crore)
··--·---- -------·-~

s. Asset Classification
-- As on 31.03:2015 As on 31.03.2014
No. Principal Provision As per Norn1s Prindpnl Provision As per i'Jor1ns
{)utstanding f--O_!~_Pr~~~~Q!!!~!;i_i:i_din_g Outstandinl' on PrinciDal Outstandinl!
(i) Standard Assets 1,94,716.30 486.)9 1,76,043.03 440.11
-- c-
(ii) Restructured Standard
20,524.91 564.44 1 l,7•19.32 29.37
.Assets
~
(i"ii) Sub-standard Assets 1,209.37 120.93 103.83 10.38
(iv) Doubtful Assets 1,145.34 343.60 1,114.97 222.99
-
(v) Loss Assets 8.92 8.92 8.92 8.92
Grand Total 2,17,604.84 1,524.68 1,89,020.o? 711.77
(B) The details of provisions 1nadc as· per Pn1dential ~onns of the Company on loan assets and other assets are as under:
(~in crorc)

s. Particulars During the FY ended During the FY ended
No. 2014-15 2013-14
(i) Provision on Standard Assets 17.31 336.69
(ii) Provision on Restructured Standard 1\ssets 564.44 0.00
Ji~i) Provision on NPAs (Loan Assets) 231.16 120.82
(iv) Provision on NP As (Other Assets) 30.16 12.44
Total 843.07 469.95

(C) Provision for shortfall in security of Restructured I Rescheduled I Renegotiated (R/RJR) Loans:
The Restructured Standard Assets as on 31.03.2015 includes 3 loan assets ainounting to~ 2,753.50 crore, classified as
unsecured. These loans carry adequate sci:urity as on 31.03.2015 in fonn ·of charge on assets etc., but require completion of
full security creation process -as per the sanction tenns. Hence, these are classified as unsecured. As these loans carry
adequate security covcrqgc as on 31.03.2015, there is no short fall in security. Provision on these R/R/R assets has been
created @2.75% and no further provision for any shortfall in security is required.

20 Details of Restructured Accounts


--- c< in crorc)
Undtf CDR/ S~IE
TJ~ l.f Reslrududng# Olh•"' T<1l.>l
Mtd>.1nl>m
s
L L
~ ~ Sul» Suh-
N ~· ~ 0 0

J - "
Sund a.-

"''
N...<d Cb~fkalfon OdAil! S!an.:IHd s1~ndu l)Quh!tul T<1tal SUndanl Dwbtrul ToJbt
'./) ~
d '' d
''
No. of
"
0 fl 9 0
00,-ro;o.(rs
Arr.:.r.i:
9
' ' ' ' 13

O<Jtsu.ndin;:
{Re>111."'1t>red
1114932 IQJ_3J 1114.97 0 12%8.H 11749_32 103.83 1114-97 0 l2%8.l2
faci!ilJ)
Re>1ru.:turtd Arwxl.
' &.".:V<J!>lS ~
" Wl>O.~ir.g '
Af<il,0121)14 {Otl:,;,r
000 0.00 103.33 0 103.83 000 oco 103.33 0 "-'-"'
fa<:11it•)

PrV>i>io~
000 10.33 243.76 0 0.00 1033 2-U.76 25-1.1-l
Ikl~'\
""" 0

No. of
9 0 2 0 H 9 0 0
borro.,,(rs
Arr.ouol
' H

Wt,unding_
1691-SS 0 5.49 0 1693.37 1692SS 0 j.49 0 16't8.37
:\lc>ocm<nl of (Restructured
h<hr..::e in a<:C(>JrA faci!it•\
' "ff"'.mn,g
0j:'CnlngN.llr<::e
io Am...'<JDI
ootst>---.jir.g
000 0 65.95 0 65.95 0_(() 0 65.95 0 65.95
(00.. r
facili•\
Pro•isio~
-*9.66 0 HJ.31 0 512.97 Jf/)_(/J 0 HJ.JI 0 512.97
T~,.rton

No. of
b<l!ro,.crs 6 0 0 0 6 6 0 0 0 6
Arr,o;.:r.t
OOH!l-;dir.g
7(182-11 000 0.00 0 7(<$2.71 >031.71 000 0.00 0 70S2.7l
(ResWct'-4'eJ
l'r('1J r"'tr<><tuting facilt~)
3
duri.ig U.. yea- Arr.t>'.L'll
OOl>tu.diog
(Oth<t
000 000 Q_()) 0 O.<>J 000 000 000 0 o.oo
facilil•I
Pro>-ision
\9U7 0.00 0.00 0 19-l71 194.17 000 000 0 19-1.77
~ - Therff<1
No. of
Up gi-&btie>.1-S w 00.-rrt~en;
0 0 0 0 0 0 0 0 0 0
rt-Slru.:tureJ Amil'nt
·• ;un..brd c,;.teg...--.-y ootsunding
000 000 000 0 QOO _0(() 000 o.oo
<hiring!]-,.}"'"' (Re;tructl'fe.f
faci!it•·J "" 0

12

569
---~ ~-

Arrmc-~
----~

C<A'11c.1iog
(0.'...er
fuutt,l
Prmj,ii:·n
----
0<)) 000 OOJ 0 om 000 r:- 000 0 0.00

O_(•) Q_<}O l)_((I 0 O.M 000 000 000 0 Q.fJ')


TIKrN1
Restn.>.'.tur<d
SUnd>rd -><l>lr>:H
No
lxnl)-.Hn
o)
__ ..
,, 0 0 .) .) 0 0 0 .)

,,.ru.;ti «= -·- - ----· --- . ··---


attr~I high< I " Arn(><_;_"l
wniJir.g 0.(1) 0.(1) 000 0.00

,
f<O•isk.--.oing 3r.J I
<:1 ;'>.ld~>oml risk
(Re<Tro<:t'.Lf<'l
f,,;rlit\)
00) 00'1 0 O.N 000
"
..,.;y,i >t 1!-.e end of Am:-r.:r•
11:-c FY ~r.J ""''"" CoJL<l>.-.Jiog 00) 0.0)
r.eeJ T)(t ~ <ho" n 000 0 0.00 000 000 000 0 0.00
\Other
<'-<Jn.>.'.lurt\I
" fxU~ J
ll~OO,.-J :>.:h3a:c;
:a 1J-.e b<ginolng or Pro-.i,ion
000 000 000 0 .,,, oco 0.00 0 ~-°''
Wn.e~lfY
Thtrw.1
No ,, "''
0 .) I 0 0 0 .) I 0 0
b.::no-.."'
A.moued
Q<,!11:>.-,1;,g
Do-~n v»±>r>on of \Rewu;;1...-e..J
o.co -2710 2~.S.3 0 -!.31 -0(1) -27.20 H.8~ 0 -!.]!
rcstnxtur.:.l f><:ilil))
6
<'<.""C(•.mts during tJ-~ Ar.>:>U.~
)OU <>u1>1:i__1J1r.g
000 000 O_(o) 0 0.00 000 Q_((I 0.00 0 0.00
(0.J-"r
facilhl
Prmi1!<Jn H6 ow
000 ·2.72 0 ~-H -1.12 1A6 0 ~-H
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No of 0 0 0 0 0 0 0 0
0 0
b.._--.rrl)-~«•

,\rr""-'.."<l
O'..-t\'-J:,,Jir.g
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lRe\!nl-CIUC-l
Write-offs fx1lih)
restruct~reJ Arr.:>'r~
)
"'-'"'-'nl5 during tM o;;tf.(:;.1'l't,~
)<U (CM"'r
OOJ 000 000 0 0.{•) 00) oco 000 0 \l.l)J
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0.((1 000 Q_{I) 0 O.tl(J 000 QO) 0.00 0 0.00
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lx•ro-,,_~,.

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of
II I ] 0 18 II I ] 0 18

o._,111:!1'ulir.s 1145.:l-l 2{1524.91 lH5.H


zmn.91 7661 0 21H6.SS 7663 0 21746.S.S
(R~muctLcre,J
Re..<iru.."lc100
fa<Jit;)
' Ol«O<JM&
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M
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OJ:OJ 000 169.73 0 169.78 Q(Q O.C<l )69.78 0 169.78
(0.h<r
facil~v)
Prc.oisl.;in
Tic1ev.1
~Al 394.S.3 0 "'-" '·"
56-1.44 J94.5J 0
'·" "'"'
21. The status of net deferred tax assets/ liabilities as per 1\ccounting Standard 22 1\ccounting for Taxes on Income is given belo\v :
(~in crore)

Descript~on As on 31.03.2015 As on 31.03.2014


(A) Deferred Tax Asset(+)
(i) Provision for expenses not deductible urn.ler [ncotne Tax 1\ct !l.34 24.ll
(ii) Preli1ninary Expenses 0.31 0.46
(iii)E1nployee related Provision 0.65 0.00
(B) Deferred Tax Liabilities(-)
(i) Depreciation (0.32) (1.49)
(ii) Lease incon1c (72.19) (79.95)
(iii) A111ortization (0.60) (0.83)
(iv) Una1nortize<l Exchange Loss (Net) (127.46) (215.30)
Net Deferred Tax liabilities (-)/Assets(+) (188.27) (273.00)
22. In con1pliance with Accounting Standard - 20 on Earning Pet Share issued by. the Institute of Chartered Accountants of India, the
calculation of Earnings Per Share (basic and diluted) is as under:-

Year ended Year ended


Particulars
31.03.2015 31.03.2014
Net Profit after tax used as numerator(~ in crore) 6004.40 5,461.84
\Veighted average number of equity shares used as dcno1ninator (basic) 132,00,40,704 132,00,31,803
.
Diluted effect of outstanding Stock Options 0.00 7,525
\Vcightcd average nun1ber of equity shares used as deno1ninator (diluted) 132,00,40,704 132,00,39,328
Earning per share (basic)(~ 45.49 41.38
Earning per share (diluted)({) 45.49 41.38
Face value per share (<) IQ IQ

13

570
-----·--------------
23. The Co1npany, its subsidiaries and Joint ventures (cxc1..:pt 01.it: of ,l;e ~ubsidiary, PFC Consulting Li111ited) \Vhere principal a1nount
due is Z 0.02 crore (as on 31.03.2014 Z 0.10 crore) hayc no outstanding liability to\Van1s i\."Iicro, Sn1all and i\l[ediu1n enterprises.
24. Leasehold land is not ainortizcd, as it is a perpetual le:i.se.

25. Liabilities and assets deno111inated in foreign currency have generally been translated at 1T selling rate of SBI at year end as
given below: -
----·---------- .
S.No. Exchange Rates As on 31.03.2015 As on 31.03.20154
(i) USD/ INR 63.06 60A9
(ii) JPY /JNR 0.5263 0.5903
(iii) EURO/ INR 68.42 83.48
In-case of specific provision in the Joan agree1ncnt for a rate other than SBI TT selling rate, the rate has been taken as prescribed
in the resoective Joan ag:rcc1nent.
26. Disclosures as per 1\ccounting Standard-15 :-
A. Provident fund
The Co1npany pays fixed contribution to provident fund at prescribed ra!Cs to a separate trust, which invests the funds in
pcnnitted securities. The contribution to the fund for the period is ri:cognized as expense and is charged to the state1nent of
profit and loss. The trust to ensure a 1ninimun1 rate of return t.o the n1embers as specified by Gol. Ho\vever, any short fall for
pay1nent of interest to n1e1nbers as per specified rate of return has to be con1pensated by the Company. The Co1npany
estin1ates that no liability will take place in this regard in the near future and hence no further provi.sion is considered
necessary.
B. Gratuity
The Company has a defined gratuity sche1nc and is n1anaged by a separate trust. The provision for the sa1ne ~as been 1nade
on actuarial valuation based upon total nu1nber of years of service rendered by an e1nployee subject to a 111axi1nu1n amount of
<r IO lakh.

c. Pension
The ·Co1npany has a defined contribution pension scheme which is in line with guidelines of the Dcparuncnt of Public
Enterprise (DPE) and is managed by a separate trust. E1nployer contribution to the fund has been contributed on nlonthly
basis. Pension is payable to the c1nployees of the Coinpany as per the schernc.
D. Post Retirement I\IIedical Sche1ne (PRi\llS)
rfhe Con1pany has Post-Retire1ncnt .ivfe<lical Scheme (PRMS), under \Vhich retired e1nployces and their dependent family
member are provided \Vith 1nedical facilities in c1npanelled hospitals. They can also avail rehnburse1nent of out-patient
treatment subject to a ceiling fixed by the Co1npany.
E. Terminal Benefits
Tern1inal benefits include settle1nent in home to\vn for en1ployees & their dependents.
F. Leave
The Company provides for earned leave benefit and half~pay leave benefit to the credit of the e1nployees, which accrue on
half yearly basis@ 15 days and 10 days, respectively. A 1naxi1num of 300 days of earned leave can be accuinulated at any
point of tin1e during the service. There is no lin1it for accu1nulation of half pay leave. Earned leave is cn-cashable during the
service; while half pay leave is not en-cashablc during the service or on separation I superannuation before I 0 years. On
separation after 10 yeats of service or on superannuation, earned leave plus half pay leave together can be en-cashed subject
to a n1aximun1 of 300 days. Ho\vever there is no resrriction in the number of years of service for earned leave encashn1ent on
separation from the service.
The above n1entioned schemes (D, E and F) arc unfunded and are recognized on the basis of actuarial valuation.
The summarised position of various defined benefits recognized in the state1ncnt of profit and loss account, balance sheet are as
under {Figures in brackets ( ) are as on 31.03.2014}
i) Expenses recognised in Statement of Profit and Loss Account
{~in crore)
Particulars Gratuity Pfu'HS Lea\'e
Current service cost 1.43 0.52 2.14
(l.35) (0.45) ( 1.89)
Interest cost on benefit obligation 1.53 1.00 I.76
(l.29) (0.76) (l.63)
Expected return on plan assets -1.54 0.00 0.00
(-1.28) (0.00) (0.00)
Net actuarial (gain)/ loss recognised in the year -1.21 2.11 l.16
(·0.50) (l.54) (2.65)
Expenses recognised in Staten1ent of Profit&: Loss ;\ecount* 0.21 3.63 5.06
(0.86) (2.75) (6.17) .

14

571
----- , __ ... -- -· ..... ----
*During the year expenses includes Z 0.02 crore (as on 31.03.2014 Z 0.07 crore), Z 0.42 crore (as on 3 l.03.2014 Z 0.58 crore)
and< 0.34 crore (as on 31.03.2014 Z 0.11 crorc) for gratuity, leave an<l PRWIS rc:spectivcly allocated to subsidiary con1panics.
ii) 'fhe a1nount recognized in the Balance Sheet:
~in crore)
P•n·ticulars
-·-··--- ···-·-··---~-
....... __ 0ratuity PRMS Leave
Present value of obligation as on 31.03.2015 (i) 19.36 14.58 23.42
(17.98) (11.75) (20.66)
Pair value of plan assets as on 31.03.2015 (ii) 19.15 0.00 (0.00)
~-
(17.12) (0.00) (0.00)
Difference (ii) - (i) -0.21 -14.58 -23.42
(-0.86) (-l 1.75) (-20.66)
Net asset I (liabilily) recognized in the Balance Sheet -0.21 -14.58 -23.42
(-0.86) (-11.75) (-20.66)

iii) Changes in the present value of the defined benefit obligations


(Zin crore)
Particulars Gratuity PRMS Lea Ye
Present value of obligation as on .01.04.2014 17.98 l 1.75 20.66
(16.16) (9.50) (20.39)
fnterest cost I.SJ 1.00 1.76
(l.29) (0.76) (l.63)
f-·
Current service cost 1.43 0.52 2.14
( 1.35) (0.45) ( 1.89)
Benefits pai<l -0.47 -0.80 -2.30
(-0.51) (-0.50) (-5.90)
Net actuarial (gain)/loss on obligation -1.11 2. l l l.l6
(-0.31) (1.54) (2.65)
Present value of the defined benefit obligation as at 31.03.2015 19.36 14.58 23.42
(17.98) (11.75) (20.66)

iv) Changes in the fair value of plan assets


(Z in crore).
Particulars Gratuity PRMS Leave
Fair value of plan assets as on 01.04.2014 17.12 0.00 0.00
CH.67) (0.00) (0.00)
Expected return on plan assets 1.54 0.00 0.00
( 1.28) (0.00) (0.00)
Contributions by c1nployer 0.86 0.00 0.00
( 1.48) (0.00) (0.00)
Benefit paid -0.47 0.00 0.00
(-0.51) (0.00) (0.00)
1\ctuarial gain I (loss) 0.09 0.00 0.00
(0.20) (0.00) (0.00)
Fair value of plan assets as on 31.03.201~ 19.14 0.00 0.00
(17.12) (0.00) (0.00)

v) One i:x;rcent increase I decrease in the inflation rate would i1npact liability for medical cost or PR~lS, as under:-
Cost increase by 1o/o <2.09 crore
Cost decrease by 1o/o it (2.19) crore

vi) During the year, the Con1pany has provided liability· towards contribution to the.Gratuity Trust of< 0.21 crore, to PRMS of {
3.63 crore, to leave { 5.06 crore and to pension Nil (duril_lg the year en<led 31.03.2014 to\var<ls contribution to the Gratuity
Trust of{ 0.86 crore, to PRt-.,fS ofZ 2.75 crorc, to leave< 6.17 crore and to pension< nil crore). Above amount includes Z
0.02 crore (as on 31.03.2014 it 0.07 crore), it 0.42 crore (as on 31.03.2014 it 0.58 crore) and it 0.34 crore (as on 31.03.2014 <
0.11 crorc) for gratuity, leave and PR~JS respectively allocated to subsittiary companies.

G. Other E1nployce Benefits:-

During the year, provision of< 0.01 crore (during the year ended 3 l.03.2014 <. -0.05 crore) has been 1nade for Economic
Rehabilitation Sche1ne (ERS) for Employees and provision of { 0.92 crore has been made for Long Service 1\\vard (LSA) for
employees (during the year ended 31.03.2014' { 0.74 crore) on the basis of actuarial valuation 1nade at the en_ll of the year by
charging I crediting the statc1nc1it of profit and loss. '

15

572
-
H. Details of the Plan Asset:- Gratuity

S.No.
(i)
(ii)--
Particulars
Govcnunent Securities
Corporate bonds I debentures
__

------
f"" '"""'
The details of the plan assets at cost, as on 31.03.20 l5 arc as follow::;:-

---
":OUOU
I0.91
7.5'i
--
(~in
Year ended 31.03.2014
9.69
6.82
crore)

- - - -------
'fotal 18.45 16.51
------- ---·

Principal assu1nptions used for actuarial v~luation are:-


i'vfethod used Pr~jectc<l Unit Credit Nictho<l
Discount rate 8.00%
Exocctcd rate of return on assets-Gratuity 9.00%
Future salary increase* 6.00%
*The cstin1atcs of future salary increases considered in actuarial valuation, take into account inflation, seniority, pron101ion and
other relevant factors, such as supply and.de1nand in the employ1ncnt market.

I. Till FY 2013-14, the en1ployce benefits (viz. Gratuity, PR.tVIS, 'ferminnl Benefits, Leave encashn1cnt and other e1nployee
benefits) in respect of Coinpany's c1nployees \Vorking in PFCCAS, PrC GEL and PFCCL on dcptHation I second1nent basis were
being allocated on actuarial basis and recognized as recoverable (fro1n these subsidiaries) by the Co1npany. During the FY 2014-
15, the practice has been changed \Vith effect fron1 Ol.01.2007, \vhereby rnnount recoverable fro1n subsidiaries, on account of
above stated en1ployee benefits, has been 1nutually \vorked out at a fixed percentage of c1nployee cost.

J. Other Disclosure:
(~in crore)
-
Gratuity* 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 19.36 17.98 16.16 14.03 12.69
Fair value of plan ussets as on 19.14 17.12 14.67 12.95 l0.57
Surplus/(Deficit) (0.21) (0.86) ( l.48) (l.08) (2.13)
Experience adjustment on plnn liabililics LIO 0.31 0.31 0.23 (0.79)
(loss)/gain
Experience adjustn1cnt on plan assets l.64 0.26 0.02 0.17 0.19
(loss)/gain
(~in crore)
PR.MS 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 14.58 I l.75 9.50 8.33 7.13
Experience adjustment on plan liabilities (2.12) (l.5<1) (0.16) (0.78) (0.17)
(loss)/gain
(it in crore)
Leave 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 23.42 20.66 20.39 17.74 15.47
Experience adjust1nent on plan liabilities (1.18) (2.63) ( l.50) (0.58) (0.65)
(loss)/gain
(it in crore)

-LSA
- 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 4.49 4.04 3.71 3.33 2.75
Experience adjushnent on plan liabilities 0.67 0.46 0.80 - -
(loss)/gain
c< in crore)
ERS 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on l.24 1.24 l.31 l.24 1.26
Experience adjusunent on plan liabilities 0.38 0.46 0.43 - 0.40
(loss)/gain .

(it in crore)
Baeeagc 1\llo,Yance 31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
Present value of obligation as on 0.10 0.09 0.08 0.07 0.05
Experience adjustment on plan liabilities 0.02 0.01 0.01 - -
(loss)/gain

"*The Coinpany's best estimate of the contribution to\vards gratuity for the financial year 2015-16 is ( 0.68 crore. Actual return
on plan assets during the year ended 31.03.2015 is ( l.64 crore (previous year ( l.47 crore). Further, the expected return on plan
assets is determined considering several applicable factors mainly the cornposition of plan assets held, assessed_ risk of asset
n1anagen1ent and historical returns frotn plan assets.

16
I

573
~'Details of proviSion ·aSfeqllirc<l in Accotlrlting Standa-~J-_:_29, ff.:igt~re·g·fn brackets ()are as on 31.03.2014}, are as under:
(<in crofe)
--
Opening Balance Addition Pnid I adjusted Closing
ProYision for (as on 1st April <luring the during the year Balance
of the FY) year (3) 4 ~ (1+2-3)
(l) (2)
Post-Retirement Niedical Schcn1e ll.75 3.63 0.80 14.58
(9.50) (2.75) (0.50) (l l.75)
-
0.88 0.21 l.Ol 0.08
Gratuity
(l.48) (0.88) (l.48) (0.88)
0.08 0.00 0.01 0.07
Provision for superannuation benefit (Pension)
(0. 15) (0.00) (0.07) (0.08)
20.73 5.20 2.37 23.56
I.cave Encastunent (20.41) (6.22) (5.90) (20.73)

l.24 0.01 0.01 1.24


Econo1nic Rehabilitation Scheme for e1nployce (1.31) (-0.05) (0.02) (l.24)
20.19 12.09 19.83 12.45
Bonus I Incentives I Base Line Con1pcnsation (29.83) (12.44) (22.08) (20.19)

0.09 O.oI 0.00 0.10


Baggage Allo\vances
(0.08) (0.0l) (0.00) (0.09)
4.04 0.92 0.47 •1.49
Service A\var<l (3.7 l) (0.74) (0.41) (4.04)

4639.16 2529.69 945.96 6222.89


lncon1e Tax (3420.56) (2103.77) (885.17) (4639.16)
26.40 79.20 26.40 79.20
Proposed Final Dividend
( 132.00) (26.40) (132.00) (26.40)

4.49 16.12 4.49 16.12


Proposed Corporate Dividend Tax
(22.43) (4.49) (22.43) (4.49)

28 .. Pursuant to the requiren1ents of the Companies Act 2013, followed by clarification fron1 Departlncnt of Public Enterprises (DPE),
the Con1pany amended its CSR and Sustainability policy during the year. Accordingly, during 1hc year, a CSR provision
arnounting to~ 118.50 crore (previous year~ 63.23 crorc includjng reversal of CSR and SD reserve amounting to~ 18.85 crorc
as on 31.03.2013) has been 1nade at the rate 2% of the average net Profit Before Tax (PBT) of the Co1npany earned during the
three i1n1nedia1ely preceding financial years. During the FY 2014-15, an amount of~ 50.75 crore (previous year~ 46.52 crore)
has been disbursed against CSR activities.

1\s on 31.03.2015, the CSR and SD provisions stands at< 114.46 crore (previous year { 32.33 crore) after adjusting an an1ount of
~ 36.37 crore (previous year~ 30.90 crore) during the year on account of CSR clai1ns.

29. Disclosure as per Accounting Standard - 1 on 'Disclosure of 1\ccounting Policies'

During the year, follo\ving changes in Part - B- Consolidated Significant accounting policies have been n1ade:

(i) Policy no. C 1, Basis for Prcparalion of Financial Staten1ents, has been aligned with the Co1npanies Act, 2013. There is
no financial impact due to this change.

(ii) Policy no. C 2.7, regarding adjust1nent of repay1ncnt against earliest disburse1nent is delelcd since the sa1ne is covered
under Policy no. C 2.6. There is no financial i1npact due to this change.

(iii) Policy no. C 4.3, Fixed assets I Depreciation, has been aligned with the Companies Act, 2013. There is no financial
impact due to this change. The financial i1npact on account of change in estimate has been disclosed at note 35.

(iv) Policy no. C 5.l, Intangible Assets I A1nortization, has been aligned \Vith the presentation follo\ved by the Company.
There is no financial impact due to this change.

(v) Policy no. C 6, Investments, has been 1nodified to bring in 1norc clarity. There is no financial i1npae1 due to this change.

(vi) Policy no. C 7.4 (ii) (a) has been 1nodificd to avoid overlapping \Vith policy no. C 7.3 (iii). There is no financial hnpact
·.
17

574
~-· ··--------· · - - - · ·------
due to this change.

(vii) Policy no. C 7.7.(i), Rcstn1cturing, I_<eschedule1nent or Renegotiation of term(s) of loan, has been aligned with the
changes in the Prudential Nonns of the Company. There is no financial in1pact due to this ch;:tngc.

(viii) Policy no. c '/.7.(vii), Eligibility for UpgraUacion of Restn1ctured I Reschcdu!Cd I Renegotiated Sub-standard
Infrastructure loan, has been aligned \'lith the Chnnges in the Pn1dential Nonns of the Con1pany. There is no financial
i1npact due to this change.

(ix) Policy no. C 7.7.(xii), regarding provisioning on Restn1cturcd I Rescheduled I Renegotiated standard nssct, has been
added to align \Vi th the changes in the Pn1dential Norms of the Co1npany. The financinl itnpact has been disclosed at note
18 supra.

(x) Policy no. C 10, 1\ccounting of Govcnnnent of India Schc1nes, has been an1endetl to align \Vith the nature of transaction
governed under the policy related to Gol schemes such as RAPDRP, IPDS. There is no financial iinpact due to this
change.

(xi) Policy no. C 11, R-APDRP Fund, has been deleted since the san1e is covered under a1nended Policy no. C 10. There is no
financial in1pact due to this change.

(xii) Policy no. C 12.5, regarding inco1ne on develop1nent of Request for Qualification (l~FQ) docun1ent I Request for Proposal
(RFP) docun1ent, has been deleted since the san1e is no 1nore relevant. There is no finnncial in1pact due to this change.

(xiii) Policy no. C 16, Cnsh and Cash Equivalents, has been added to bring in n1ore clarity. There is no financinl in1pact due to
this change.

30. (1\) {nteri1n Dividend

The Board of Directors in their JJ(Yh 1neeting held on 27.02.2015 declared interi1n dividend at the rate of 85% i.e.~ 8.50/- per
equity share of~ 10/- each a1nounting to Z l,122.04 crore for the FY 2014-15.

(B) Proposed Final Dividend


.
The final dividend proposed for the year is as follo\vs:

Particulars Year ended 31.03.2015 Year ended 31.03.2014


On Equity Shares of< 10 each
- A1nount of Dividend prooosed (Zin erores) 79.20 26.40
- Rate of Dividend 6.00% 2.00%
- Dividend per equity share (Z) 0.60 0.20

(C) Dividend payable to Non-Resident Shareholders

The Co1npany has not re1nittcd any amount in foreign currencies on account of dividends during the year and dces not have
information as to the extent to \vhieh remittances, if any, in foreign currencies on account of dividends have been n1ade by/on
behalf of non-resident shareholders. The particulars of dividends paid I payable to non-resident shareholders (including Foreign
Institutional Investors) are as under:

Particulars Interin1 Dividend Final Dividend

Year to \Vhich the dividend relates 2013-14 2012-13 2013-14 2012-13


Nu1nbcr of non-resident shareholders 2,359 2,421 2,460 2,452
Number of shares held by then1 of Face Value of Z 10 each 14,36,22,601 14,63,82,692 15,81,53,992 15,42,59,825
Gross a1nount of Dividend in (Zin crore) 126.39 87.83 3.16 15.43

' << ~
.. :..;'[';,
..

18

575
·--~-

3 l. The Company got registered \Vith Central Registry (Jf :iCtui-itisutiotl Asset Reconstruction and Security Interest of India
(CERS1\I) in April, 2012 for filing and registering the records of equitable rnortgages created in its favour, in the web portal of
CERS;\I. On facing the p-ractical difficulties, tbe Con1pany has since then continuously _taken up the matter \Vi th CERS1\I and
RBL

The Company vi de letter dated 24.12.20 l 4 has also requested Deparhnent of Financial Services to excn1pt the Co1npany from
reporting of equitable 1nortgagc transactions contcn1platCd under Section 23 of S1\RF1\ESI 1\ct, 2002. The Compa1-iy vide letter
dated 05.01.2015 has also sought RBT's intervention in the 1nat1cr. The response in this regard is still a\vaited.

i\·Ican\vhile, the Co1npany vide letter dated 19.02.2015 has again requested CERS1\l to re1novc the practical difficulties in
entering the data in the \veb portal of CERS1\J. The response is still a\vaite<l.

32. As required under Section 205C of the Co1npanies Act, 1956, ( 0.2 l crore (Previous Year Z Nil) beca1ne due and was transferred
to the Investor Education and Protection Fund (lEPF) during the year ended on 3 l.03.2015. I-fo\vever, an amount of { 0.56 crore
(Previous Year ( 0.56 crore) rcn1ains unpaid pending con1plction of transfer formalities by the clai1nants.

33. During the year, letters \Vere sent to various parties for seeking confirn1ation of balances. Confirn1ation fron1 fc\v parties is
a\vaited and in one case which is sub~judice.

34. Jn the opinion of the 111anage1nent the value of current assets, loans and advances on realization in the ordinary course of business
will not be less than the value at which these are stated in the Balance Sheet us at iVfarch 31, 2015.

35. The value of_ invoices raised by one of the subsidiaries pursuant to execution of contract agreen1ent/ issue of letter of award in
respect \Vhereof no inco1ne have been recognised and no an1ount received have been set off fron1 assels und liabilities amounting
to Z 7.33 crorc (Previous year Z- 4.40 crore) respectively.

36. The Disclosure require1nent in n.;-spect of subsidiary co1npanies and joint venture has been disclosed to the extent available fro1n
their unaudited accounts.

37. Effective from !st April 2014, depreciation on assets is provided on original cost of the asset reduced by its residual value
estin1ated from time to ti111e, as per \Vritten do\vn value 1nethod, over the useful lives of the assets as per Co111panics 1\ct, 2013.
In respect of life expired assets, an amount of Z' l.93 crorc (net of deferred tax) has been _charged to retained earnings as per
Con1panics Act, 2013.

38. The Company, its subsidiaries and joint ventures docs not have more than one reportable seg1nent in ~erms of 1\ccounting
Standard 17 on Seg1nent Reporting.

39. Previous year's figures have been re-grouped I re-arranged, whrirever practicabl.e to n1akc the1n comparable.

40. Figures have been rounded off to the nearest crore of rupees \Vith l\\'O deci111als.

4 l. EESL, one of the JV of the Co111pany follo\vs different accounting policy in respect to depreciation. Depreciation is charged by
EESL as per straight line n1etho<l in accordance with Schedule II of Companies Act 2013 \vhereas the Co1npany and all other
subsidiaries and JVs provides depreciation as per \Vritten do\vn value rnethod over the useful life of the assets in_ accordance with
Co1npanies Act 2013.

It is not practicable for the Coinpany to 1nake adjushnent for the purposes of applying the proportionate consolidation n1cthod.

19

576
42. Additional Disclosures in accordance with Hi31 Directions on Corporate Governance in respect
of NBFCs in the group i.e. PFC Limited and PFC Green Energy Limited.

(A) Reference may be made to Note Part - B for Significant Accounting Policies.

(B) Investments
(<'in crore)

SJ. No. Particulars As on 31.03.2015 As on 31.03.2014

(l) Value of Investments


----- - - - - - - - - - - - - - - - ---
(i) Gross Value of Investments
>--------~---

(a) In India 852.38 352.17


---
(b) Outside India .0.00 0.00
(ii) Provisions for Depreciation
(a) In India 1.06 0.00
- -------- ~-

(b) Outside India 0.00 0.00


(iii) Net Value of Investments
·---·-·
(a) In India 851.32 352.17
(b) Outside India. 0.00 0.00
(2) Movement of provisions held towards depreciation
on investments.

(i) Opening balance 0.00 0.15


---
(ii) Add : Provisions made during the year 1.06 0.00
(iii) Less : Write-off I write-back of excess
provisions during the year 0.00 0.15

(iv) Closing balance 1.06 0.00

(C) Derivatives

I. Forward Rate Agreement I Interest Rate Swap in respect of Loan Liabilities:


(<'in crore)
SJ. No. Particulars As on 31.03.2015 As on 31.03.2014

(i) The notional principal of swap agreements 9,541.10 11,442.78

(ii) Losses which would be incurred if counterparties 74.47 Nil


failed to fulfill their obligations under the agreements
(iii) Collateral required by the NBFC upon entering into N/A N/A
swaps
(iv) Concentration of credit risk arising from the swaps N/A N/A

(v) The fair value of the swap book 42.13 {407,83)

20

577
II. The Company does not hold any exchange traded Interest Rate (IR) derivatives (Previous year Nil).

Ill. Qualitative disclosures on Risk Exposure in .Q..erivative~

a. The Cornpany has put in place Currency Risk IV1anagement policy to n1anage and hedge risks
associated v1ith foreign currency borrov1ing. The said policy prescribes the structure and
organization for management of a5sociated risks.

b. The Company enters into derivatives transactions to 1nitigate exchange rate risk in foreign
currency liabilities and interest rate risk in rupee and foreign currency liabilities. A system for
reporting and monitoring of risks is in place.

c. These derivative transactions are done for hedging purpose and not for trading or speculative
purpose. These are accounted for on accrual basis and are not marked to market as per
accounting policy. The Mark to Market positions mentioned are those as informed by the
counterparties.

d. Reference may be made to Note Part B-8 for relevant accounting policy on derivative
transactions.

IV. Quantitative Disclosures on Risk Exposure in Derivatives in respect of Loan Liabilities:


(<'In Crore)
As on 31.03.2015 As on 31.03.2014
SI. Interest Interest
Particular Currency Currency
No.
Rate Rate
Deriyatives Derivatives
Derivatives Derivatives
(i) Derivatives (Notional Principal Amount)

For hedgingl 1l 1,595.42 9,541.10 2,662.71 11,442.78

(ii) Marked to Market Positions (MTM)


a) Asset (+MTM) 12.86 86.05 90.44 4.37
b) Liability (-MTM) 294.66 43.92. 269.49 412.20

(iii) Credit Exposure Nil Nil Nil Nil


2
(iv) Unhedged Exposuresl l 8,830.84 6,608.82 7,397.24 3,892.76

Ill Interest rate derivatives inc.Jude derivatives on Rupee liabilities of< 7,964.60 crore (Previous year< 7,964.60 crore).
!21 Includes JPY loan li<lbility partly hedged through forward rate contract entered for one leg {USD/JPY) for < 1,008.96 crore
(Previous year< 1,482.01 crore)

(D} Disclosures related to Securitisation

I. The Company has not entered into any securitization transaction during the year and there is no
exposure on account of securitisation as on 31.03.2015 (Previous year Nil).
II. The Company has not sold any financial assets to Securitisation /Reconstruction Company for asset
construction during the year ended 31.03.2015 (PreviousiYear Nil).
Ill. The Company has not undertaken any assignment transaction during the year ended 31.03.2015
(Previous Year Nil).
IV. The Company has neither purchased nor sold any non-performing financial assets during the year
ended 31.03.2015 (Previous Year Nil)

21

578
(E} Asset Liability Management Maturity pattern of certain items of Assets and liabilities:

Up Over 1
~" ~·"
to30/31 n1onth & months 8~ months & months &
Over 6 J Over 1
year &
Over 3
years &
Over
S years
(<'in crore)
Total

Particulars
days up to 2 up to 3 up to 6 up to 1 up to 3 up to S
Months Months i\rtonths year ye.a rs years
Deposits - - - - - - -
~ c------- - - - - - I-----·--
Advances 11 1
2,774.17 289-41 1109.98 3,309.26 9,013.lll 36,690.98 40,174.08 1,24,630.60 2,17,291.49

Investments 0.00 0.00 0.00 0.00 504.04 0.00 0.00 347.29 851.33

Borro\vingsl 2) 6,009.67 4,154.50 2,885.00 302.80 10,212-78 41,704.41 40,714.85 72,416.83 1,78,400.84

Foreign 7.90 0.00 0.00 14-59 16-41 37.67 92.06 144.72 313-35
Currency
assets - ---
·- - ·-
Foreign 4.51 0.00 6.52 1,576-50 463.64 3,084.13 1,614.63 2,980.72 9,730.65
Currency
liabllities
(l) Rupee Loan Assets
12 l Rupee liabilities

(F) Exposures

I. The Company does not have any exposure to real estate sector.

ii. Exposure to Capital Market:


. (<' in crore)
Amount as on Amount as on
SI. No. Particulars 31.03.2015 31.03.2014
(i) Direct investment in equity shares, convertible bonds, 844.70 344.49
convertible debentures and units of equity-oriented
mutual funds the corpus of which is not exclusively
invested in corporate debt (includes investment in fully
convertible preference shares);
(ii) Advances against shares / bonds /debentures or other Nil Nil
securities or on dean basis to individuals for investm~nt in
shares (including IPOs I ESOPs), convertible bonds,
convertible debentures, and units of equity-oriented
mutual funds;

(iii) Advances for any other purposes where shares or 1,076.71 200.00
convertible bonds or convertible debentures or units of
equity oriented mutual funds are taken as primary
security;
(iv) Advances for any other purposes to the extent secured by Nil Nil
the collateral security of shares or convertible bonds or
convertible debentures or units of equity oriented mutual
funds i.e. where the primary security other than shares I
convertible bonds I convertible debentures I units of
equity oriented mutual funds 'does not fully cover the
advances (excluding loans where security creation is
under process);
(v) Secured and Unsecured advances to stockbrokers and Nil Nil
guarantees issued on behalf of stockbrokers and market
makers; ,, --

22

579
-
(vi) loans sanctioned to corpo rates agGtinst the se~urity of 2,097.82 1,317.44
shares / bonds I debentur es or :Jth-P.f ~ecuritic~S or on
clean basis for rneeting pr omoter's contribution to the
equity of new compani_e s in anticipation of raising
resources;
(vii) Bridge loans to companies against expected equity flovJs I Nil Nil
issues; _______

(viii) All exposures to Venture Capital Funds (both registered 7.68 7.68
and unregistered) .

Total Exposure to Capital Market 4,026.91 1,869.61

Ill. Details of financing of parent company products:

The Company does not have a parent company.

IV. Details of Single Borrower Limit (SGL) I Group Borrower Limit (GBL) exceeded by the NBFC:

The Company has not exceeded its prudential exposure limits against Single Borrower / Group
Borrower limits during FY 2014-lS and FY 2013-14.

V. Unsecured Advances

Total_amountof advances for which intangible securities such as charge over the rights, licenses,·
authority etc. has been taken is Nil as on 31.03.2014 (Previous Year Nil).

(G) Registration obtained from other financial sector regulators

The Company is a Government Company and is registered with RBI as NBFC-ND-IFC (Non-Banking
Finance Company- Non Deposit Accepting- Infrastructure Finance Company).

(H) Disclosure of Penalties imposed by RBI and other reglllators

During the year ended 31.03.2015 (Previous Year), no penalty has been imposed on the Company by
SEBI and RBI.

(I) Credit rating

a. Ratings assigned by credit rating agencies and migration of ratings during the year:

SI. No. Rating Agency long Term Rating Short Term Rating
1. CRISIL CRISILAAA CRISILAl+
2. ICRA ICRAAAA ICRAAl+
3. CARE CARE AAA CARE Al+
No rating migration has taken place during the year.

b. Long term foreign currency issuer rating assigned to the Company as on 31.03.2015:

.
SI. No. Rating Agency Rating Outlook
1. Fitch Ratings BBB- Stable
-
2. Standard & Poor (S&P) BBB- Stablel'l
3. Moody's Baa3 Stable
1
1 1 During the year ended 31.03.2015, S&P has revised its outlook from Negative to Stable
..... _ .

r,
'~

23

580
(J) Net Profit or loss for the period, prior petiod items and chanfieS in accounting policies

Reference may be made to Part A-18 and C-29 of notes to accounts regarding prior p.eriod items and
changes in accounting policies respectively.

(K) Circumstances in which revenue recognition has been postponed pending the resolution of significant
/
uncertainties

Reference may be made to significant accounting policy number2.1 of Part B of notes to accounts.

(L) The Company is preparing Consolidated Financial Statements in accordance. with Accounting Standard -
21. Reference may be made to Part C - 2 & 2.1 of notes to accounts in this regard.

(M} Provisions and Contingenc.ies


(<in crore)
Break up of 'Provisions and Contingencies' shown under the head During the FY During the FY
Expenditure in Profit and Loss Account ended ended
31.03.2015 31.03.2014
Provisions for depreciation on Investment 1.06 (0.15)
Provision towards NPA 261.32 133.26
Provision made towards Income Tax 2,516.17 2,087.30
Provision on Standard Assets 17.31 336.69

Provision on Restructured Standard Assets 564.44 0.00


- - -- . ·-·--

(N) Draw Down from Reserves

Reference may be made to Part C-35 of notes to accounts in this regard.

(0) Concentration of Deposits, Advances, Exposures and NPAs

a. Concentration of Deposits (for deposit taking NBFCs)

The Company is ·a non-deposit accepting NBFC.

b. Concentration of Advances:
(<In crore)
Particulars As on As on
31.03.2015 31.03,2014
Total Advances to 20 largest borrowers 1,34,557.86 1,23,477.26
Percentage of Advances to 20 largest borrowers to Total Advances of 61.84 65.32
the company

c. Concentration of Exposures:
(<In crore)
Particulars As on As on
31.03.2015 31.03.2014
Total Exposure to twenty largest borrowers I customers 2,02,894.88 2,08,425.14
Percentage of Exposures to twenty largest borrowers I customers to 55.86 61.08
Total Exposure of the Company on borrowers I customers

d. Concentration of NPAs:
(<In crore)
Particulars As on As on
31.03.2015 31.03.2014
Total Exposure to top four NPA accounts 2,228.64 . 1,218.80
'\.
/' 24

581
e. Sector-wise NPAs

The Con)pany is a Government Company engaged in extending financial assistance to power sector.
As on 31.03.2015, the percentage of NPAs to total loan assets stand at 0.8/% (Previous year 0.52%).

(P) Movement of NPAs in respect of loan Assets


--------· (<In Crore)
SI. No. Particulars FY 2014-15 FY 2013-14

(i) Net NPAs to Net Advances(%) 0.87 0.52


(ii) Movement of NPAs ((jross)
-
(a) Opening balance 1,227.71 1,134.52

(b) Additions during the year 2,482.92 1,418.44

(c) Reductions during the year 1,347.00 1,325.25



(d) Closing balance 2,363.63 1,227.71

(iii) Movement of Net NPA<


(a) Opening balance 985.42 1,013.04

(b) Additions during the year 2,229.69 1,261.69

(c) Reductions during the year 1,324.93 1,289.31


-
(d) Closing balance 1,890.18 985.42

(iv) Movement of provisions for NPAs (excluding provisions on standard assets)

(a) Opening balance 242.29 121.48


~ -
(b) Provisions made during the year 365.63 .
253.34

(c) Write-off/ write-back of excess provisions 134.47 132.53


(d) Closing balance 473.45 242.29

(Q) The Company does not have any Overseas Assets in the form of Joint Ventures and Subsidiaries.

(R) Reference may be made to Part C-8(A)(b) of notes to accounts for list of Off-balance Sheet SPVs
sponsored by the Company.

(S) Customer Complaints for FY 2014-15

SI. No. Particulars Number of


complaints
(a) No. of complaints pending at the beginning of the year Nil
(b) No. of complaints received during the year Nil
( c) No. of complaints redressed during the year Nil
(d) No. of complaints pending at the end of the year Nil

25

582
FY 2013-J4
Part - C
' Consolithtt·-~,~ tn::-.:-.r :..;otcs un 1\ccounts
;----
I L !--;i,hc Co1npany is a governn1ent cornpany engaged in e~~uling CT-;lancinl assistance to po\ver S~ct~r.
~-- ----- .. ------ - -
The consolidated financial state1ncnts represent consolidation of accounts of the con1pany (Po\ver Finance·Corporation Limited))
I 2.
its subsidiary con1panies and joint venture entities as detailed belo\v:-
-------------
II Na1ne of the subsi<liary con1panics /joint Country of
Proportion of shareholdings Status of accounts 1..~
as on Accounting period
'' venture-entities incorporation
! 31.03.2014 31.03.2013 01.04.2013-31.03.2014
Subsidi'ary Companies
I PFC Consulting Limited (PFCCL) India 100% 100% Audited
I
PFC Green Energy Ltd. (PFCGEL) India 100% 100% Audited
I
PFC Capital Advisory ~crvices Limited India 100% 100% Audited
I (PFCCAS)

II Po\ver Equity Capital t\clvisors Private India 100% 100% Audited


I Limited (PECAP)
r------
Joint Venture entities

National Po\ver .Exchange Li1nited India I6.66% 16.66% Unaudited

Energy Efficiency Services Limited India 25% 25% Unaudited

2.1 'fhc financial statements of subsidiaries (incorporated in India) as n1entioned belo\V arc not consolidate.din tern1s of paragraph l l
of _Accounting Standard - 2 l 'vhich states that a subsidiary should be excluded frorn consolidation \Vhcn control is intended to b e
temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal to successful bidder 01
completion of the bidding process:-

SI Name of the Company Date of Proportion of 1\1nount


No. invest1nent Shareholding as on (<in crore)
31.03.2014 31.03.2013
Subsidiary Con1panies:
I. Coastal Niaharashtra Mega Po\ver Litnited 05.09.2006 !00% 100% 0.05
2. Orissa Integrated Po,ver Lin1itcd 05.09.2006 100% 100% 0.05
--·
r
3. Coastal Karnataka Po\vcr Limited 14.09.2006 100% 100% 0.05
4. Coastal 'fa1nil Nadu Po,ver I~iinited 3l.O1.2007 100% I00% 0.05
5. Chhattisgarh Surguja Power Ltd. 31.03.2008 !00% 100% 0.05
6. Sakhigopal Integrated Power Limited 27.01.2010 100% 100% O.C5
·--
7. Ghogarpalli Integrated Power Company Limited 27.01.2010 100% 100% 0.05

8. Tativa Andhra Mega Po,ver Litnited 27.01.2010 100% 100% 0.05


9. Deoghar Mega Po,ver Liinited 30.07.2012 100% 100% 0.05
f-
10. Cheyyur Infra Limited. 24.03.2014 100% -- 0.05

11. Odisha lnfrapower Limited 27.03.2014 100% -- 0.05

Total 0.55

·rhe above subsidiary con1panies 'vere incorporated as special purpose vehicle (SPVs) under the 1nandate fro1n Govcrn1nent o f
India (GOT) for development of ultra mega power projects (UMPPs) with the intention to hand over them to successful bidder OJ
co1nplction of the bidding process.

'
'
.......
"
'S1;·,i+-
583
--!Financial statements for following fellow subsidiai-1cs (whoii~-
owned subsidiary of PFCCL) are not attached since these
s~1bsidiaries has been transferred to successful bidder(s) 01}_~on1pletion of the bidding p_rocess:
Sl Na1ne of the Co1npany Date of Transfer
I No.
·---·
Subsidiary Con1panics:
·--- r·--·

-
L Patran l'ransn~ission Coinpany Lilnited 13.11.2013
12.03.2014
2. R1\PP Trans1nission Co1npany Limited
Purulia & Kharagpur Trnns1nissiOn Co1npany Liinitcd 09.12.2013
3.
' -
4. Darbhanga-N[otihari Transtnission Con1Pany Lin1ited 10.12.2013
Total

Further, three subsidiary companies (wholly owned subsidiaries of PFCCL) have been created for development of independeut
transtnission projects (ITPs) \Vith the intention to hand over then1 to successful bidder on co1npletion of the bidding process:
----
SI Nan1e of the Con1pany Date of Proportion of Shareholding as on A1nount
No. invcstn1ent ~in crore)
31.03.2014 31.03.2013
Subsidiary Con1pnnics:
I. DGEN Transmission Company Ltd. 20.12.2011 100% 100% 0.05
(Wholly owned subsidiary company of
PFCC Limited)
Ballabhgarh-GN 'fransinission Co111pany -
2. 21.10.2013 100% 0.05
Limited
3. Tanda ·rransniission Co1hpany Lin1ited 21.10.2013 100% - 0.05
Total 0.15

2.2 The Company protnoted and acquired the shares at face value i_n the subsidiary con1pany. Therefore, good\vill or capital reserve
did not arise.
.
-
3. Contingent liabilities: ~in crore)

(a) S.No Particulars An1ount as on Antount as on


31.03.2014 31.03.2013
I. Default guarantees issued in foreign currency- US$ 4.14 rnillion (as on
25.07 41.34
~---
31.03.2013 US$ 7.54 million)
2. Guarantees issued in do1nestic currency 299.20 335.57
3. Claims against the Company not acknowledged as debts 0.04 0.04
4. Outstanding disburscn1ent co1nrnihnents to the borro\vers by \Vay of Letter of 2274.96 4,247.61
Coin fort against loans sanctioned
Total 2599.27 4,624.56

(b) Additional demands raised by the Income Tax Department totaling to Z 49.87 crore (as on 31.03.2013 < 55.93 crore) of earlier
years are being contested. Further, the Income Tax Department has filed appeals before ITAT against the orders of CIT (A)
allowing relief to the Company totaling to< 79.26 crore (as on· 31.03.2013 Z 67.96 crore). The same are being contested. The
Nlanage1nent does not consider it necessary to 1nake provision, as the probability of tax liability devolving on the Cotnpany -is
negligible.
.

4. Estitn~tedamount of contract re1naining to be executed on account of capital contracts and not provided for are~ 5.52 crore (as
on 31.03.2013 Nil)
5. Additional demands raised by the Income Tax Department (net of relief granted by Appellate Authorities) amounting to Z 55.10
crore for Assessment Years 2001-02 to 2011-12 have been provided for and are being contested by the Company.

6. Ministry of Corporate Affairs (MoCA), Government of India, vide its Circular No. 6/3/200 I - CL.V dated 18.04.2002 prescribed
adequacy of Debenture Redcrnption Reserve (ORR) as 50o/o of the value of debentures issued throu,gh-pi.1blic issue; subsequently,
the MoCA through its circular No. 11/02/2012-CL-V(A) dated 11.02.2013 modified the adequacy of DRR to 25%.
In this regard, the Con1pany has requested the MoCA for clarification, \vhich is a\vaited. Pendi~lg-teceipt of clrirification, the
Company is creating DRR for P/•lflic issue of bonds I debentures @ 50% for the issues for which p~siiectuses had been filed
before 11.02.2013 and rm 25% forithe subsequent nubhc issues. ("J,

2
584
-----··--------- -·-----~--

I 7. Foreign currency actual outgo and earning:


. in crore) (~
-----------------------··
S. No. Description l'Y ended 31.03.2014 FY ended 31.03.2013
I - I
II A. Expenditure in foreign currency
---·
i) Interest on loans fron1 foreign institutions 249.69 187.78
----- -------- '------- ---- - ·- -~-

ii) Financial '-'V., Other charges 9.58 74.88


- -
I
iii) Traveling Expenses Nil 0.13
iv) ·rraining Expenses 0.25 0.11

B. Earning in foreign currency 0.07 Nil
··- -
I
·-
I Related party disclosures:
I 8.1
Key 1nanagerial personnel:
Nan1c Period .

Shri M K Goel, Director (Commercial)_& additional charge as CMD with effect fro1n 27.07.2007 as
Director Conunercial and frotn
13.09.2013 with additional charge
---- asCMD
Shri Satnam Singh, CMD from 01.08.2008 to 13.09.2013
Shri R Nagarajan, Director (Finance) --- with effect from 31.07 .2009
Shri A K Agarwal, Director (Project) with effect from 13.07.2012
---
Subsidiary Con1panies
Shri ND Tyagi, CEO of PFC Consulting Ltd. from 25.03.2008 to 02.12.2013
Smt Nalini Vanjani CEO of PFC Capital Advisory Services Ltd. with effect from 17.12.2012
Shi C Gangopadhyay, CEO of PFC Consulting Ltd. With effect from 03.12.2013
Shi C Gangopadhyay, Director of Power Equity Capital Advisors Private Ltd. With effect from 13.10.2009
Sh. A. Chakravarti CEO of PFC Green Energy ltd. With effect from 14.09.2012

Joint Venture Entities


Shri Jagdish R Bhandari, Chairman of National Power Exchange Ltd. with effect from 11.12.2008
Shri Saurabh Ku1nar, Nlanaging Director of Energy Efficiency Services Ltd. with effect from 7.05.2013
Shri. Anil Kumar Agarwal, Chairman of Energy Efficiency Services Ltd. uoto-09.12.2013
Sh. P Thakkar, Chaimrnn of Ener2v Efficiency Services Ltd. with effect from 10.12.2013
Sh.SN Ganguly, Director of Energy Efficiency Services Ltd. with eficct from 19.11.2013
Sh. Rama Rao Modali Kali Venkata Director of Energy Efficiency Services Ltd. up to-31.10.2013
Sh. Ashok A wasthi, Director of Energy Efficiency Services Ltd. up to- 10.12.2013
Sh. Mahender Singh, Director of Energy Efficiency Services Ltd. up to - 10.07.2013

Particulars Chair1nan & l\ilanaging Director Other Directors and CEO

For FY ended For FY ended For FY ended For FY ended


31.03.2014 31.03.2013 31.03.2014 31.03.2013
Salaries and allo\vances 0.49 0.51 l.79 1.42
Contribution to provident fund and 0.02 0.04 0.17 0.10
other \Yelfarc fund
Other perquisites I payments 0.04 0.09 0.32 0.25
Total 0.55 0.64 2.28* 1.77
Managerial re1nuncration: (< in crore)
•Includes salary of Sh. M. K. Goel, Director (Commercial) holding additional charge ofCMD.
ln addition to the above perquisites, the Chainnan & tvfanaging Director and other Directors have been allo,ved to use statT car
including private journey up to a ceiling of 1,000 kms per month on payment of{ 2,000/- per month.

-~ .,
·-.
' i/
'-
~,"' :;,,.)

3
585
8.2 The details of an1ount recoverable (including intere-~t ~hf'fr:o:1) !i-on1 the respective subsidiaries are given belo\V'.
({in crore)
I ..
l\ilaxin1un1 l\tlaxin1un1
I A1nount as An1011nt as
I during the during the
Na1ne of the Subsidiary Co1npanics on on
year ended year ended
31.03.2014 31.03.2013
31.03.2014 31.03.2013
------- i - - - - - - - - - - - - - - -
Coastal Ntaharashtra Mega Po\ver Lin1ited 7.88 7.00 7.88 7.00
Orissa Integrated Po\ver Lin1itcd 92.97 90.31 106.62 90.3 l
i Coastal Karnataka Po\ver Liinited 3.32 2.80 3.33 2.80

Coastal Tamil Nadu Power Ltd. .57.00 40.41 • 57.00 40.4!


Chhattisgarh Surgttja Po\ver Liinited 68.37 60.50 68.42 60.50
!
Sakhigopal fntegrated Po\ver Cornpany Lin1ited 4.50 3.26 4.50 3.26
I Ghogarpalli Integrated Power Company Limited 3.89 2.89 3.89 2.89
Tatiya 1\ndhra Mega Po\ver Litnited 11.28 9.84 I l.30 9.84

Deoghar Mega Power Ltd 5.00 2.43 5.0i 2.43
Cheyyur Infra Limited 0.01 - 0.01 -
Odisha Infra Power Ltd.

0.0J - 0.01 -
Subsidiary of PFCCL 2.79 2.28 2.79 2.28
Total 257.02 221.72 270.76 221.72
-

8.3 The details of arnounts payable to subsidiaries (including interest) in respect of a1nounts contributed by po\ver procurers and other
atnounts payable are given belo\v:
({in crore)

l\-Iaximunt 1\·Iaxin1un1
1\1nount as 1\n1ount as
during the during the
Narnc of the Subsidiary Co1npanies on on year ended
year ended
31.03.2014 31.03.201J
31.03.2014 31.03.2013
-
Coastal Maharashtra Mega Power Limited 56.47 52.97 56.47 52.97
Orissa Integrated Po\ver Lin1ited 67.57 62.57 67.57 62.57
Coastal Tamil Nadu Power Limited 63.72 58.92 63.72 58.92

Chhattisgarh Surguja Power Limited 61.16 56.17 61.16 56.17
Sakhigopal Integrated Power Company Limited 22.24 20.69 22.24 20.69
Ghogarpalli Integrated Power Company Limited 21.08 19.27 21.08 19.27
Tatiya Andhra Mega Power Limited 27.02 25.02 27.02 25.02
Total 319.26. - 295.61 319.26 295.61

8.4 (i) Investinent in-"S1na1l is Beautiful' 1 Fund: -


The Company has outstanding investment of Z 7.68 crore (as on 31.03.2013 { 7.68 crore) in units of Small is Beautiful Fund.
The face value of the Fund is { I 0 per unit. The NA V as on 31.03.2014 is ( 9.70 per unit (Z 9.77 per unit as on 3 l.03.20l3). As
invcstinent in Sn1all is Beautiful Fund is long tenn investn1ent, the fluctuation in NA V in the current scenario is considered as
ten1porary.
(ii) Investment in equity (unquoted) in Power Exchange India Limited:-
Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and National Commodity and
Derivatives Exchange Limited (NCDEX). The authorized share capital is Z 100 crore consisting of8 crore equity shares of{ 10/-
each and 2 crore preference shares of< 10/- each as on 31.03.2014. The paid up equity share capital of PXIL is { 46.47 crore, as
on 31.03.2014. The Company has subscribed ( 3.22 crorc ({2.80 crore as on 31.03.2013) of the paid up capital of PXIL. ·
9. Interest Differential Fund (IDF) - KFW
The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used to cover the
exchange risk variations under this loan and any excess \Vill be used in accordance \Vith the agreement. The____b<Ji<lnce in the IDF
fond has been kept under separate account head titled as Interest Differential Fund - KFW and shown as a liability. T)1e total fund
-,
accumulated as on 31.03.2014 is ( 54.63 crore (as on 31.03.2013 ( 54.73 crore), after transferring exchange ~lifference of{ 16.56
crore (as on 31.03.2013 { 15.21 crore).
+."
j/'

4
586
----·--·-""
Foreign cun·ency liabilities not hedged by a derivative ;n ..~li-111r:•:nl 0r othcr\vise:-
110.
~
---· Foreign Currency (in n1illions)
Liabilities in Foreign Currencies .
~- . 31.03.2014 31.03.2013
USD 791.93 805.90
EURO 20.87 22.80
JPY 36,807.40 41,643.20
~-
- -·

(a) 1\sset under finance lease after 01.04.200 I:


111"
(i) The gross investtnent in the leased asset::> and the present value_ofthe 1ninimu1n value receivable at the
balance sheet date and the value of unearned financial incon1e are given in the table bclO\V:
-~in crofe)
As on 1\s on
Particulars
31.03.2014 31.03.2013
Total _of future 1niniinun1 lease payn1ents recoverable (Gross Invest1nents) 433.52 500.33
Present value of lease pay1nents recoverable 242.54 285.07
Unean1cd finance inco111e 190.98 215.26
i\'laturity profile of total or future 111inin111111 lease payn1ents recoverable (Gross Investment)
Not later than one year 54.34 70.77
Later than one year and not later than 5 years !02.87 127.55
Later than five years 276.31 302.01
Total 433.52 500.33
Break up of present value of lease payn1ents recoverable
Not later than one year 33.15 45.93
Later than one year and not later than 5 years 33.11 53.44
Later than five years 176.28 185.70
Total 242.54 285.07
(ii) The Cotnpany had sanctioned an a1nount of< 88.90 crore in the year 2004 as finance lease for financing \Vind turbine
generator (commissioned on 19.07.2004). The sanction was reduced to< 88.85 crore in December 2006. The gross
investment stood at the level of< 4.21 crore as on 31.03.2014. The lease rent is to be recovered within a period of 15 Years,
starting from 19.07.2004, \Vhich co1nprises of IO years as a prin1ary period and 5 years as a secondary period.

(iii) 'fhc Co1npany had sanctioned an a1nount of< 98.44 crore in the year 2004 as finance lease for financing \Vind turbine
generator (commissioned on 18.5.2004). The gross investment stood at< 22.53 crore as on 31.03.2014. The lease rent is to
be recovered \vithin a period of20 years, starting fro1n 18.05.2004, \vhich con1prises of 10 years as a pritnary period and a
1naxinn11n of another 10 years as a secondary period.

(iv) The Cotnpany had sanctioned an atnount of< 93.5 l crore in the year 2004 as finance lease for financing \Vind turbine
generator (commissioned on 09.06.2005). The gross investment stood at< 1.96 crore as on 31.03.2014. The lease rent is to
be recovered within a period of 19 years 11 months, starting from 09.06.2005, which comprises of I 0 years as a primary
period and a 1naxin1un1 of9 years and 11 1nonths as a secondary period.

(v) The Co1npany had sanctioned an an1ount of~ 228.94 crore in the year 2008 as finance lease for financing \Vind turbine
generator (commissioned on 18.05.2011). The gross investment stood at< 404.82 crore as on 31.03.2014. The lease rent is
to be recovered within a period of25 years, staiting from 01.01.2012, which comprises of 18 years as a primary period and
a 1naxinn1m of? years as a secondary period.

b) Operating Lease:

The Con1pany's operating Ie~scs consists:- ·


Pre1nises for offices and for residential use of ernployees are lease arrange1nents, and are usually rene\vable on n1utually agreed
tenns, and are canccllablc. Rent for residential accomn1odation of e1nployees include < 4.47 crore (during year ended 31.03 .20 I 3
< 3.95 crore) to\vards lease pay1nents, net of recoveries in respect of pre1nises for residential use of employees~ Lease pay1nents
in respect of pre1nises for e1nployees are sho\vn as rent for residential accontmodation of e1nployees in Note Part. A 16 -
Consolidated E1nployee Benefit Expenses. Lease pay1nents in respect of pren1ises for offices are shO\Vll aS~oO-ice rent in Note
Part A 17 - Consolidated Other Expenses. '· !.
1
;', 11,
'.
l
-/
5
587
~--
-------------~~-------

12. Subsidy under 1\cceleratcd Generation 1..ll Supply Progran1n1•; (A08:SP):


(i) The Con1pany c\airned subsidy fro1n Govt. of India at net present value calculated at indicative interest rates in accordance
with the GOI's letter vide D.O.No.32024 I 17 I 97 - PFC dated 23.09.1997 and O.M.No.32024 I 23 I 2001 - PFC dated
07 .03.2003, irrespective of the actual repayn1ent schedule, n1oratoriu1n period and duration of rcpayn1ent. The a1nount of
interest subsidy received and to be passed on to ·the borJO\\'Cr is retained as Interest Subsidy Fund 1\ccount. The ilnpact of
difference bet\veen the indicative rate and period c0nsillcrcd at. tl:::: tili10 of claiins and at the ti1ne of actual disburse1nent can
be ascertained only after the end of the respective schcn1cs. f-lo\vcvcr on the basis of the projections 1nade for each project
(based upon certain assutnptions that these \vould ren1ain san1e over the projected period of each loan I project), the Co1npany
estimated the net excess amount of{ 6.32 crore and'{ 74.53 crore as at 31.03.2014 for IX and X Plan, respectively under
;\G(.~SP schen1es, and there is no shortfall. rl'his net excess a1nount is \Vorked out on overall basis and not on individual basis
and 1nay vary due to change in assu1nptions, if any, during the projected pcr_iod such as clu~nges in 1noratoriun1 period,·
rcpayn1ent period, loan restructuring, pre-pay1ncnt, interest rate reset etc. 1\ny excess I shortfall in the interest subsidy fund
\Viii be refunded or adju~tcd I charged otl on con1pletion of the respective schernc.

(ii) The balance under the head Interest Subsidy Fund shown as liability, represents the amount of subsidy received from
ivlinistry of Po\ver, Govt. of India \Vhich is to be passed on to the borTO\vers against their interest liability arising in future,
under Accelerated Generation & Supply Programme (AG&SP), which comprises of the following: -
(Z in crore)
1\s on As on
Pai-ticulars
31.03.2014 31.03.2013
Opening balance of Interest Subsidy Fund 145.78 376.21
(As on 1" day of the Financial Year)
Add : - Received during the period -- -·
: - Interest credited during the period 10.70 18.99
: - Refund by the borrO\Ver due to non- con11nissioning of project in tilne -- --
Less: Interest subsidy passed on to bo1TO\Vers 32.61 49.42
Refimded to MoP:
(a) Estirnated net excess against TX flan -- --
(b) Due to non- conunissioning of Project in ti1ne -- --
( c) Estimated net excess against X Plan -- 200.00
Closing balance of interest subsidy fund 123.87 145.78

13. The Company had exercised the option under para 46A of the AS-I I - 'The Effects of Changes in Foreign Exchange Rates', to
an1ortize the exchange differences on the long term foreign currency 1~1onetary iterns over their tenure. Consequently, as on
31.03.2014 the balance under Foreign Currency Monetary Item Translation Difference Account (FCMITDA) is'{ 709.21 crore
{as on 31.03.2013 '{ 477.97 crore) and shown on the "Equity and Liabilities" side of the balance sheet under the head "Reserve
and Surplus", as a separate line ite1n.

14. (i) The Co1npany has been designated as the Nodal Agency for operationalisation and associated service for i1nplen1entation of
the Re-strnctured Accelerated Power Development and Reforms Programme (R - APDRP) during XI Plan by the Ministry of
Po\ver, Govenunent of India (GOI) under its overall guidance. Further, MoP vide order dated 08.07.2013 had agreed to
continue R-APDRP in XTI /XIII Plan, inter-alia including extension of Part-A projects con1pletion period fron1 3 to 5 years.
Projects under the sche1ne are being taken up fn t\vo parts. Part - A includes the projects for establishn1ent of baseline data
and lT applications for energy accounting as \Yell as IT based custo1ner care centers. Part - B includes regular distribution
strengthening projects. Go! provides 100% loan for Part A and up to 25% (up to 90% for special category States) loan for Part
- Il. Ilalance fonds for Part - Il projects can be raised by the utilities from PFC I REC I multi-lat.era[ institutions and I or own
resources. The loans under Part A- along \Vith interest thereon are convertible into grant as per R - APDRP guidelines.
Similarly, up to 50% (up to 90% for special category states) of the loan against Part -Il project would be convertible in to
grant as per R - APDRP guidelines. Enabling activities of the progranune are covered under Part - C.
The loans under R - APDRP are routed through the Company for disbursement to the eligible utilities. The amount so
disbursed but not converted in to grants as per R - APDRP guidelines will be repaid along with interest to the Go! on receipt
frorn the borro\vers.

' '
-I 1,
'•,,\I

57-
6
588
---
r--~-----------------------------------------------------

'rhe details are fun1ishcd be\o\v : (<in crore)

1
An1ount Amount pa\table to
recoverable from GO! (interest
R -APDRP Fund
borrowers & earned on Fixed
Particulars . _ _E_a_)'ah~o t,oc_G_O_l___ 1..._ _ _ _ _ _ _ _ _-+----'D-'e"=p~occsicct).__--l
w w w
<------IJ-----1--- ·---1----+-----1-----'
w ~ w
2013-14 2012-13 2013-14 2012-13 2013-14 2012-13
f-------------·-----------f----~e-----1----1----J-----l-----'
Opening balance as on 1" day of the Financial Year 6,694.63 5,502.88 0.00 0.00 0.25 11.09
----------+---'---+---'---J----1-----1-----1------1
Additions during the period 640.00 1,217.45 640.00 1,217.45 0.00 1.03
Recoveries/ refunds/ changes during the period (18.78) (25.7) (640.00) (1217.45) (0.25) 11.93
---~-------+---~-+------'-~--~-~---~·----+-----"
Closing balance (A) 7,315.85 6,694.63 0.00 0.00 0.00 0.19
Interest Accrued but not due (Int. earned on FD) (B) 0.00 0.06
Interest on loan under R-APDRP
---------1-----1-----.J------
(i) Accrued but not due
Opening Balance 1,327.94 775.24
----·---------------------+-----!------!...------ -·-----l-------1------l
Additions during the period 627.24 552.70
--------------------f-----l----1-----+------+----f-----'
Transfer to Accumulated Moratorium Interest (340.43)
Transfer to Interest Accrued and Due . (9.66)
,____
Closing Balance 1,605.09 1327 .94

(ii) Accrued and due


Opening Balance 0.00
1---------------------+-----+----...L..-·-·-·-+------+----+-------'
Additions During the period 9.66
Recovered and refunded to Go! (5.97)
f--·----------·----------1--'----'--l-----+~-l...-----+-----.J------1
Closing Balance 3.69

Interest on loan under R-APDRP (C) = (i +ii) 1,608.78 1327.94

Accumulated Moratorium Interest


Opening Balance 0.00
r----~'---··-------------··J-------J----l----!J-----+----1-----1
Additions During the period 340.43
Recovered and refunded to Go! (1.51)
Closing Balance (D) 338.92

Interest on Accumulated Moratorium Interest

(i) Accrued but not due


Opening Balance 0.00
J-----~'----------------1...-----+-------1-----·-·l----+----1------l
Additions During the period 4.48
Transfer to interest accrued and due (3.06)
~~---~-------------------+-~--+-----+----·-+----1----+----1
Closing Balance 1.42
! - - - - - - = - - - - - - - - - - - - - - - - + - - - - - - ---~--1-----1-----+----J------I

(ii) Accrued and due


Opening Balance 0.00
Additions During the period 3.06
Recovered and refunded to Go! (0.85)
Closing Balance 2.21
Interest on Accumulated Moratorium Int. (E) = (i +ii) 3.63
~--"~-----·c_l_o_si_ncc.g_B_a_la_n_c_e_(A_+_B_+_c_+~\)~•~E'-)-----'-9-'-,_26_7_._18_.J._8-'-,_02_2_._5_7..L.__o_..:_oo.:__i__ _~o_.o_o--+--··4, 00.00-+-~--o._2_5.J.J
-__ r /,~--~
7
589
----- ----~-----~--------------.:_ __________________________________ ~

(ii) 1\s on 31.03.20 l4, the total a111ount of nodal agency tCc and ·rci1nbursc1nent of expcn<liture received I receivable by PFC has
been as under:- .
,----------------,-----------~---~----c--~---------~---",
CZ in crore)
During the FY During the FY en<lc<l Cun1ul:ltivc up-to
~------------------1-----
ended- 31.03.2014
--- -
---~ ~----
Jl.03.2013 31.03.2014 31.03.2013
----- - - - - - - - - - - - - + - - - - - - + - - - - - - - - - - - j
Nodal agency fee ' rn.so 16.52 163.79 145.29
Reimbursement of expenditure (21.81)** 21.81 61.86 83.67 ,
-~-C""C-------------+----~--c---------+---~~----+----cc-c---~---+----cc~c--:----j
Total (3.3 t) 38.33 225.65 228.96
* Exclusive of Service l'ax
n Reversal for FY 2012-13

(iii)As per Office Memorandum No. 14 I 03 I 2008 - APDRP dated 20"' Augusl, 2010 of the MoP, Got, the total amou1H
receivable against the nodal agcrtcy fee plus the reilnburse1nent of actual expenditure \Vill not exceed~ 850 crore or l.7 % of
the likely outlay under Part A & B of R-APDRP, whichever is less. .

(iv) ln line with the R-APDRP scheme approved by MoP, Go!, vide Office Memorandum No. 14 / 03 / 2008 -APDRP dated
20th August, 2010, till 31.03.2013, Nodal Agency Fees under R- APDRP had been accounted for@ !% of the sanctioned
project cost in three stages - 0.40% on sanction of the project, 0.30o/o on disburse1nent of the funds and ren1aining 0.30%
after completion of the sanctioned project (for Part - A) and verification of AT&C loss of the project areas (for Part - B).
Further, ach1al expenditure, including expenditure allocable on account of PFC 111anpo\vcr, incurred for operationalising the
R- APDRP were reimbursed I reimbursable by Ministry of Power, Government of India.

Ministry of Power (MoP) vide letter dated 15.07.2013 informed that as per Department of Expenditure (DoE), Nodal
Agency Fee for R-APDRP scheme for 12th plan may be restricted to 0.5% of the sanctioned project cost or actual
expenditure, \Vhichever is less.

It was also indicated in the MoP letter dated 15.07.2013 that proposal f<;ir any higher nodal agency fee may be considered, if
agreed by the DoE. Accordingly, the Company has submitted a proposal to MoP (vide our letter dated 22.08.2013) for
consideration of Nodal Agency Fee@ 0.50% on R-APDRP sanctions and rcin1bursernent of actual expenditure incurred
under R-APDRP (excluding PFC manpower expendinire), from 12th plan onward. The proposal is under consideration by
MoP, Go!.

Pending finalization, nodal agency fee I reitnburse111ent of expenditure for 12th plan has been accounted for during the year
(with effect from 01.04.2012) on provisional basis as indicated by DoE through MoP communication dated 15.07.2013.
Accordingly, nodal agency fee income amounting to< 18.50 crore ('< 18.43 crore for FY 2013-14 and< 0.07 crore for FY
2012-13) has been recognised during the year. Further, < 42.59 crore on account of expenditure allocable to R-APDRP has
been accounted for separately and appearing under Note Part-A-17-othcr expenses (including< 21.81 crore of FY 2012-13
earlier booked as recoverable from MoP, Gof).

15.1 The holding Company (PFC)° has been creatiiig provision for standard assets in phases with effect from FY 2012-13, in three
years period @ of 0.0833% p.a, iii order to bring it to 0.25% on 31st March 2015 in line with the accounting policy introduced
during the financial year 2012-13. Further, RBI vide its letter dated 25-07-2013 has directed that provision may be made@
0.25% ab-initio for all new assets. Accordingly, the Company has changed its accounting policy to create provision @ 0.25% for
all ne\V standard assets created in the current year, \Vhile finalisation of half yearly financial statements as at 30.09.2013. The
Board of Directors' in its meeting dated 27.03.2014 decided to accelerate the provisioning for Standard Assets, so as to bring it to
0.25% as on 31.03.2014 instead of on 31.03.2015. Therefore, the accounting policy has again been changed, during the quarter
ended as at 31.03.2014, with effect from 01.04.2013 to create provision for standard assets@0.25% of the outstanding as at the
end of financial year. Due to this change in accounting policy, the profit for the year ended 31.03.2014 has decreased by<
156.47 crore. As on 31.03.2014, the consolidated Standard Asset provision stands at< 469.48 crore CZ 132.79 crore as on
31.03.2013)

15.2 'fhe Company being a Governn1ent O\vned Non-Banking Financial Co1npany is exempt fro1n the RBI directions relating to
Pmdential Nonns. The Company, however, formulated its own set of Prndential Norms with effect from 01.04.2003, which are
revised from time to time. Ministry of Power (MoP), Government of India (Go!) initially accorded its approval to the Prudential
Norms of the Company vide letter dated 19-04-2007 and thereafter extended validity of the sam~ for subsequent financial years.
The prudential nom1s applicable for financial year 2013-14 are approved by MoP, Go!, vide its letter dated 23.05.2012 as per
which the Prudential Norms as applicable to the Company upto 31/03/2012 will continue to be applicable up to 31.03.2013 or till
further orders.

Further, RBI vide its notification dated 12.12.2006 proposed to bring all deposit taking and systemicalfyjmporfant government
O\Vned NBFCs under the RBrs direc1ion on Pn1dcntial Nonns fro1n a date to be decided later and advi$ed Gt\yekrllnent con1panies
to subinit a road111ap for co1nvllrifice \Vith various eleinents of the NBFCs regulation in consultation\.\Vl_t11 Govemtnent.
- .~

8
590
---- -----
Accordingly, PFC has been sub1nitting road1naps as 'lr!vi".·~d by RBI fro1n ti1ne to tin1e on the basis of \vhich exeinption \Vas
granted by RBI upto FY 12-13_

In response to the Road Nlap and subsequent correspondence, RBl vide its letter dated 25.07.2013 advised on certain issues
relating tO Provisioning of Standard assets, etc. and inforn1ed that the rnatters relating to the Restructuring I Reschedule1ncnt I
Renegotiation (R/RJR) of assets and the credit concentn,tion nonns are_ under its consideration and it \Vilt revert back in due
course. RBI has also advised the Company to take steps to comply wilh REll Prndenlial Nonns by 31.03.2016. The Company has
infonned to RBI its in1plen1entation strategy for the above directions of RBI vide letter dated 07. l 0.2013 \Vherein for 1natter
relating to the RJR/R of assets and the credit concentration nom1s, it has been infonned that the Co1npany shall continue to
folio\\' its extant norn1s for these tnatters till further directions fro1n RBI.

No\v, RBI vide letter dated 3rd ;\pril 20l4 has allo\ved the exe1nption fron1 credit concentration nonns in respect of exposure to
Ccnlral I State Government enlilies till 3 l.03.2016 and for the matter relating to R/R/R, RBI has advised the Company to follow
lhc instructions contained in RB\ circular DNBS.CO_PD.No. 367/03.10.0112013-14 dated 23.01.2014. In this regard the Company
vide letter dated 25_04.2014 has submilted an implementation strategy lo comply with RBI directions on R/R/R of assets for lhe
consideratio1roflilll and also stated that PFC \Vill folio\\' the restructuring provisions contained in its extant prudential nonns till
such time RBI may issue forther instrnclions in this respect. MoP, Go!, vide ils letter dated 15.05.2014 has also requested RBI lo
consider the in1ple1nentation strategy as conununicatcd by the Co1npany. The resp-onse frotn RBI is a\vaited. Since the Co1npt1ny
is following norms relating to R/R/R duly approved by MoP, Go!, the management is of the view that Rl31 norms on R/R/R are
not applicable to the Company for lhe financial year2013-l4_
~-

16. The net deferred tax liabilities of { 273_00 crore (as on 31.03.2013 { 218.63 crore) have been computed as per Accounling
Standard 22 Accounting for Taxes on Incon1e.
The ({in crore)
- breakul' of deferred tax liabilities is given below: --
Description As on 31.03.2014 As on 31.03.2013
-·-
(a) Deferred Tax Asset(+)
(i) Provision for expenses not deductible under Income Tax Act 24.l l 8.48
.
(ii) Preliminary expenses -
0.46 0-56--
(b) Deferred Tax Liabilities(-)
I (i) Depreciation
(ii) Lease income
(l.49)
(79.95)
( l. l 0)
(95.00)
(iii) Amortization (0.83) (l.29)
(iv) Unamorlized Exchange Loss (Net) (215.30) (130.28)

Net Deferred Tax liabilities (-)/Assets(+) (273.00) (218.63)


17. Jn compliance with Accounting Standard - 20 on Earning Per Share issued by the Institute of Chartered Accountants of India, lhc
calculation of Earning Per Share (basic and diluted) is as under:-
-
Year ended Year ended
Particulars
31.03.2014 31.03.2013
Net Profit after tax used as nun1erator (~ in crore) 5;461.84 4,437_74
Weighted average number of equity shares used as denominator (basic) 132,00,31,803 131,99,82,855
\Veighted average nurnber of equity shares used as deno1ninator (diluted) 132,00,39,328 131,99,90,939
Earning per share (basic & diluted) (<) 41.38 33_62
Face value per share (<) IO 10

18. The Company, its subsidiaries and Joint ventures (except one of the subsidiary, PFC Consulting Limited where principal amount
due is Z 0. I 0 crore (As on 3 l.03-2013 Nil) have no oulstanding liability towards Micro, Small and Medium enterprises.

19. Leasehold land is not an1ortized, as it is a perpetual lease.


20. Liabilities and assets denon1inatcd in foreign currency have generally been translated at ·1~r selling rate of SBI at year end as
iven belo\v: -
S, No. Exchange Rates 31.03.2014 31.03.2013
l USD I lNR 60.49 54.80
2 JPY I lNR 0.5903 0.5847
3 EURO/ INR 83.48 70.28
In-case of specific provision in the loan agrecn1ent for a rate other than SBI TI selling rate, the rate has ~e_n taken as prescribed
in the respective loan agree1nent. ..
,
{'--/
!\, -,__. .•
_.;,.,;:

9
591
21.1 The Company has made the public issue of 75,00,000 tnx free bonds (secured) with an option to retain oversnbscription upto
3,87,59,000 bonds at the face value of( 1,000 each <luring the current financial year and has mobilized ( 3875.90 crore. The
security has been created on 14-Nov-2013 and bonds have been allotted on 16-Nov-2013. The bonds have been listed in the BSE
on 19-Nov-2013. The proceeds of the bond issue have been utilized for the purpose 1nentioned in the offer docu1ncnt.

21.2 During the financial year 2013-14, Government of India (Go!) has set up a fund called Goldman Sachs CPSE Exchange Traded
Scheme ("GS CPSE BeES") launched by Goldman Sach~ Asset Managc1'1ent (India) Private Limited (AMC). Accordingly, in
ivlarch 2014, Govenunent of India, i'vlinistry of Po\ver, acting through DepartJnent of Disinvesttnent, has dis invested l ,21,06,076
equity shares of face value of~ 10/- each by selling it to the AMC. After disinvestlnent, the holding of Govcnuncnt of India in
the paid up equity share capital of the Company has come down to 72.80% (As on 31.03.2013 73.72%).

22.1 Disclosures as per Accounting Standard -15 -


A. Provident fund

The Co1npany pays fixed contribution to provident fund at prescribed rates to a separate trust, \Vhich invests the t11nds in
pennitted securities. 'fhe contribution to the fund for the period is recognized as expense and is charged to the staten1ent of
profit and loss. The trust to ensure a 1nininnnn rate of return to the rne1nbers as specified by Gol. l-lo\vcver, any short fall for
pay1nent of interest to n1e1nbers as per specified rate of rctu111 has to be con1pensated by the Cotnpany. 1'he Company
estitnates that no liability \Vill take place in this regard in the near future and hence no further provision is considered
necessary.

B. Gratuity

The Co1npany has a defined gratuity sche1ne and is 1nanaged by a separate tn1st. The provision for the san1e has been n1ade on
ach1arial valuation based upon total nu1nbcr of years of service rendered by the e1nployee subject to a n1axin1un1 an1ount of
< 10 lakh. ·

C. Pension

'fhe Co1npany has a defined contribution pension sche1ne \Vhich is in line \Vith guideliries of the Dcpart1nent of Public
Enterprise (OPE) and is managed by a separate trust. Employer contribntion to the fnnd has been contribnted on monthly
basis. Pension is payable to the employee of the corporation as per the scheme.

D. Post Retirement Medical Scheme (PRivlS)

The Company has Post-Retirement Medical Scheme (PRMS), under which retired employees and their dependent family
n1e1nber are· provided \Vith 111edical facilities in e1npanelled hospitals. They can also avail reilnburse1nent of out-patient
treatment subject to a ceiling fixed by the Company.

E. Tenninal Benefits

Termiiial benefits include settlement in home town for employees & their dependents.

F. Leave

The Co1npany provides_ for earned leave benefit and half-pay leave benefit to the credit of the e111ployees, \Vhich accn1c on
half yearly basis@ 15 days and JO days, respectively. A maximum of300 days of earned leave can be accumulated at any
point of time during the service. There is no li1nit for accun1ulation of half pay leave. Ean1ed leave is en-cashable during the
service, \Vhile half pay leave is not en-cashablc during the service or on separation I supera1muation before 10 years. On
separation after 10 years of service or on superannuation, earned leave plus half pay leave together can be en-cashed subject
to a 1naxiinum of300 days.

The above n1entioned sche1nes (D, E and F) arc unfunded and are recognized on the basis of actuarial valuation.

10
592
--- --------·~-·---

I
I
The sun1n1ariscd position of various defined benefits recognized in the staternent of profit and loss account, balance sheet are as
under {Figures in brackets ( ) represents to as on 31.03.2013}

i)
-
Expenses recognised in Staten1ent of Pro flt an<l Loss r\ccount

Gratuity PRMS
('< in crore)
Leave

Current service cost l.35 0.45 l.89
(l.18) (0.36) (1.89)
Interest cost on benefit obligation 1.29 0.76 l.63
.
( l.12) (0.67) (1.42)
Expected return on plan assets -1.28 0.00 0.00
(-1.22) (0.00) (0.00)
Net actuarial (gain) I loss recognised in the year -0.50 1.54 2.65
(0.40) ( 0.46) (2.37)
Expenses recognised in Staternent of Profit(.~ Loss Account *0.88 *2.75 *6.23
( l.48) (l.49) (5.68)
.
(*)Includes'< 0.07 crore (as on 31.03.2013 '< 0.13 crore), '< 0.58 crore (as on 31.03.2013 < 0.58 crorc) and '<O.llcrore (as on
3 1.03.2013 Z 0.04 crorc) for gratuity, leave and PRMS respectively allocated to subsidiary companies.
ii) 'fhe a1nount recognized in the Balance Sheet ('<in crore)
Gratuity PRMS Lea Ye
Present value of obligation as at 3l.03.2014 (i) 17.98 11.75 20.73
(16.16) (9.50) (20.39)
Fair value of plan assets at 31.03.2014 (ii) 17.10 0.00 0.00
(14.67) (0.00) (0.00)
Difference (ii)-(i) -0.88 -11.75 -20.73
(-l.48) (-9.50) (-20.39)
Net asset I (liability) recognized in the Balance Sheet -0.88 -l l.75 -20.73
(-1.48) (-9.50) (-20.39)
iii) Changes in the present value of the defined benefit obligations
<'in crorc)
Gratuitv PRMS Leave
Present value of obligation as at Ol.04.2013 16.16 9.50 20.40
(14.03) (8.33) (l 7.74)
Interest cost l.29 0.76 l.63
( l.12) (0.67) (l.42)
Current service cost l.35 0.45 l.89
( l.18) (0.36) (l.89)
Benefits paid -0.51 -0.50 -5.90
(-0.62) (-0.32) (-3.03)
Net actuarial (gain)/loss on obligation -0.3 l l.54 2.65
(0.45) (0.46) (2.37)
Present value of the defined benefit obligation as at 31.03.2014 17.98 I l.75 20.73
(16.16) --·
(9.50) (20.39)
I iv) Chai1ges in the fair value of~lan assets
(<in crore)
Gratuity PRMS Leave
Fair value of plan assets as at 0l.04.2013 14.67 0.00 o:oo
(14.03) (0.00) (0.00)
Expected return on plan assets l.28 0.00 0.00
. (l.22) (0.00) (0.00)
Contributions by employer l.48 0.00 0.00
(0.00) (0.00) (0.00)
Benefit paid -0.51 0.00 0.00
(-0.62) (0.00) (0.00)
Actuarial gain I (loss) 0.20 0.-00 0.00
(0.04) (0.00) (0.00)
Fair value of plan assets as at 31.03.2014 17.12 0.00 0.00
." (14.67) - (0,00) (0.00)
• -'\,'-J :

v) One percent increase I decrease in the inflation rate \vould in1~act liability tOr 1nedical cost ~f PRi\1S,~1lndcr:-··
11
593
----.---------------------~------- ------------------------------,
Cost increase by 1% Z 1.72 crore
Cost decrease by l o/Q ~ -1.79 cnir..:

vi) During the year, the Con1pany has provided liability to\vards contribution to the Gratuity Tn1st of~ 0.88 crore, to PRi\rlS ofZ'
2.75 crorc, to leave~ 6.23 crorc and to pension:( Nil crore (during the year ended 31.03.2013 to\vai"ds contribution to the
Gratuity Trnst of< 1.48 crore, to PRMS of'< l.62 crore, to leave ( 6.04 crore and to pension ( 0.69 crore). Above amount
includes Z 0.07 crore (as on 31.03.2013 { 0.13 crorc), < 0.58 c.-cre (,'5 on 31.03.2013 { 0.58 crore) and {0.1 lcrore (as on
31.03.2013 <0.04 crore) for gratuity, leave and P!Uv1S respectively allocated to subsidiary companies.

G. Other Employee Benefits:-

During the year, provision of Z -0.05 crore (during the FY ended 31.03.2013 (0.08 crore) has be~n made for Economic
Rehabilitation Scheme for Employees and provision of{ 0.74 crore has been made for Long Service Award for Employees
(during the year ended 31.03.2013 Z 0.37 crore) on the basis of actuarial valuation made at the end of the year by charging I
crediting the state1nc11t of profit and loss.

H. Details of the Plan Asset:- Gratuity

The details of the plan assets at cost, as on 31.03.2014 are as follows:-


CZ in crore)
Particulars Year ended 31.03.2014 Year ended 31.03.2013
Govcnunent Securities 9.69 8.53
6.82 5.61
16.51 14.14

Actuarial assu1nptions
Principal assu111ptions used for ach1arial valuation are:-
lvlethod used Projected Unit Credit Method
Discount rate 8.50%
Expected rate of reh1rn on assets~ Gratuity 8.70%
Future salary increase 6.50%

'fhe estitnates of future salary increases considered in ach1arial valuation, take into account of inflation, seniority, pro1notion and
other relevant factors, such as supply and demand in the e1nploy1nent 1narket.

12
594
,2.2 ---------------- .. -·- .. -- -·· -------~--·-

Details of provision as required in 1\ccounting St.andurd - 'j/:f,- ~I· ;g,tu es in bn:1ckets ( ) represents to as on 31.03.2013), arc as
under:
(\'.in crore)
------
------!!-------~-- Opening Balance 1\ddition Paid I adjusted Closing
Provision for (as on.1st .~\pril of during the during the year Balance
tnt I1 'i) 1 year (3) 4 ~ (1+2-3)
(I) (2)
----
Post-Retiren1ent lVledical Sche1ne 9.50 2.75 0.50 11.75
(8.33) ( 1.62) (0.45) (9.50)
---- --
Gralnily 1.48 0.88 1.48 0.88
(0.64) (l.4_8l_ (0.6<1) (1.48)
Provision for super annuation benefit 0.15 0.00 0.07 0.08
(Pension) (6.60) (0.69) (7.14) (0.15)
Leave Encashruent 20.41 6.22 5.90 20.73
(17.74) (6.06) (3.39) (20.41)

Econon1ic Rehabilitation Scherne for 1.31 -0.05 0.02 1.24


employee (1.24) (0.08) (0.01) (1.31)
~

Bonus I Incentives I Base Linc 29.83 12.44 22.08 20.19


Con1pcnsation (28.17) (23.12) (21.46) (29.83)
~

Baggage Allo\vances 0.08 0.01 0.00 0.09


(0.07) (0.01) (0.00) (0.08)
~ -
Service 1\ \Vard 3.71 0.74 0.41 4.04
(3.33) (0.38) (0.00) (3.71)

Inco1ne ·rax 3,420.56 2,102.82 885.17 4,638.21


(2,003.24) (1556.04) (138.72) (3420.56)
Proposed Final Dividend 132.00 26.40 132.00 26.40
( 132.00) ( 132.00) (132.00) (132.00)

Proposed Corporate Dividend Tax 22.43 4.49 22.43 4.49


(21.41) (22.43) (21.41) (22.43)

23 The Company has fonnulated a Corporate Social Responsibility &'.'Sustainable Development (CSR & SD) policy in line with the
guidelines issued by the Ministry -0f Heavy Industries and Public Enterprises (Department of Public Enterprises) from time to
time. As per the CSR policy approved by the Company in October 2013, a minimum of I% of the consolidated profit at1er tax of
the previous period will be allocated every financial year for CSR & SD Activities. Any unspent I unutilized CSR&SD allocation
of a particular year, \Vill be carried for\Vard to the follo\ving years and \vill have to be spent \Vithin the next 2 financial years,
, failing \Vhich it \VOuld be transferred to Sustainable Developrnent fund to be created separately.

As there is an obligation under the policy to spend the amount allocated for CSR & SD activities within a specified time, in line
with AS 29, the allocation for CSR & SD activities for the current year has been provided for by charging to profits; the CSR and
SD reserves as on 31.03.2013 amounting to\'. 18.85 erore have also been.reversed and provided for by charging to profits. As on
31.03.2014, the CSR and SD provision stands at if 32.33 crore at1er adjusting for the amount spent.

24 (i) During the year, the Cornpany has sent letters seeking confinnation of balances to the borro\ver~ and confirmation in a fe\V
cases are U\vaitcd.
(ii) There are no unpaid/ unclairned bonds, interests on bonds and dividends, \Vhich are over 7 years as on 31.03.2014 (previous
period \'. Nil). However, an amount of< 0.56 crore (previous year if 0.56 crore) remaining unpaid pending completion of
transfer fonnalities by the clain1ants.

25. [n the opinion of the n1anagernent the value of current assets loans and advances on realization in the ordinary course of business
will not be less than the value at which these are stated in the Balance Sheet as at March 31, 2014.

26. 'fhe value of invoices raised pursuant to execution of contract agreement/ issue of letter of a\vard in respect \Vhereof no incon1e
have been recognised and no a1nount received have been set off fro1n assets and liabilities ainounting tri -~ 7.33 crore (Previous
year< 4.40 crore) respectively.
'• , ' ' available fro1n
27. ·rhe Disclosure require1nent in respect of sl1bsidiary con1panies llnd joint venture has been disclosed to thC0-p~t~ht
their audited accounts. !1-~" "
i \/"

13
595
~--~--------------------------··-~·-----~-------··----

28. The Cornpany, its subsidiaries and joint ventures have no ·~«p0s1.we to real estate sector as on 31.03.2014.

29. The Co1npany, its subsidiaries and joint ventures docs not have' 1nore than one repo1tablc seg1nent in tenns of Accounting
Standard 17 on Scgn1ent Ileporting.
,---.---· -----~---~--------- -~~----~~----

30. Previous period 1s figures have been re-grouped I rc-arran~cd, \vher(·ver practicable to 1nakc the1n co1nparablc.

J.I. Figures have been rounded off to the nearest crore of n1pees \Vith t\VO deciinals.

Notes at Part A (I to IS), Part Band Pat1 C form an integral part of Consolidated Balance Sheet and Consolidated Statement of
Profit <..~ Loss.

14
596
c------·------~------------------·c-c ----------------------~

~
! FY 1.012-lJ
: ~rt-C
-·I·... _ Coi:i~~~ated Other i"~otes on 1\ccoun_ts_______________ ,
_ The Cornpany is a govern1nent c~any engaged in extending financial assistance to po\Ver sector. ________ ,
.-
2.0 The consolidated financial statc1nents tcprcscnt consolidation of accounts of the con1pany (Po\Ver Finance
Corporation Litnited), its subsidiary CO!r~pu:t!C$ ;:u~d joint v~ntur0 entities as detailed be!O\V'.-
~-----------------,~-----~-----------~----------~

Status of accounts
Proportion of &
Na1nc of the subsidiary con1panics Coll'ltry Of sharchoklings as on
Accounting period
/joint venture entities incorporation >-----~-----+----------<
01.04.2012 -
31.03.2013 3l.03.2012 31.03.2013
1-=~~~~~-~-------t--------+-----<r--------+-----------j
Subsidiary Co1npanies

PFC Consulting Limited (PFCCL) India 100% 100% Audited

PFC Green Energy Ltd. (PFCGEL) * India 100% 100% Audited

PFC Capital Advisory Services India 100% IOO% Audited


Limited (PFCCAS)

Power Equity Capital Advisors India 100% 100% Audited


Private Limited (PECAP)
Joint Venture .entities '
National Po\ver Exchange Liinited India 16.66% 16.66% Audited

Energy Efficiency Services Limited India 25% 25% Audited


* PFCGEL received Certificate of Registration to function as a Non-Banking Financial Co1npany fro1n Reserve
Bank oflndia on October OJ, 2012. ·
2.1 The financial state1nents.of subsidiaries (incorporated in India) as 1nentioned be\o\V arc not consolidated in tenns
of paragraph I I of Accounting Standard - 2 I which states that a subsidiary should be excluded from
consolidation \Vhen control is intended to be tctnporary because the subsidiary is acquired and held exclusively
with a view to its subsequent disposal to successful bidder on completion of the bidding process:-
SI Name of the Company Date of Proportion of J\n1ount
No. invcstn1ent Shareholding as on (<in crore)
31.03.2013 31.03.2012
Subsidiary Con1panics:
I. Coastal ~laharashtra Mega Po\ver Lirnited 05.09.2006 100% 100% 0.05
2. Orissa Integrated Po\ver Liinited 05.09.2006 100% 100% 0.05
3. Coastal Kan1ataka Po\ver Lin1ited 14.09.2006 100% 100% 0.05
4. Coastal Tan1il Nadu.Po\ver l.i1nited 31.01.2007 100% 100% 0.05
5. Chhattisgarh Surguja Power Ltd. 31.03.2008 100% 100% 0.05
6. Sakhigopal Integrated Power Limited 27.01.2010 100% 100% 0.05
7. Ghogarpalli Integrated Po\vcr Company 27.01.2010
100% 100% 0.05
Lirnitcd
8. Tatiya Andhra Mega Power Limited 27.01.2010 100% 100% 0.05
9. Deoghar Mega Power Limited 30.07.2012 100% -- 0.05
IO. OGEN & Uttrakhand Transmission Company 20.12.2011 100% 100% 0.05
Ltd. (Wholly owned subsidiary company of
PFCC Limited)
Total 0.50
'fhe above subsidiary companies were incorporated as special purpose vehicle (SPVs) under the 1nandate fron1
Government of India '(GO!) for development of ultra mega power prpjects (lJMPPs) and independent
transmission projects (JTPs) with the intention to hand over them to successful bidder on completion of the
bidding process.

Further, four subsidiary companies (wholly owned subsidiaries of PFCCL) have been created for development
of independent transmission projects (ITP,S) with the intention to hand over them to succes:;.ful bidder on
co1noletion of the bidding process. The financial state1nents of these subsidiaries are not attachet!~ ~,-1.~he first
1 ;!~

597
-~---~--·-···-·-·--· ·-·
financial year of these subsidiaries has been fixCd as under:

1s1
No.
Na1ne of the Co1npany
·-·
Date of -i------
_investinent
Proportion of
Shareholding_
A:nonnt
({in crore)
1\ccounting
Period
as on -

Subsidiary Co111panies: =L--- ~-


31.03.2013

19.12.2012-
I. Patran Trans1nission Con1pany Lilnited 24.01.2013 100% 0.05
31.12.2013
20.12.2012 -
2. H..1\PP 'l'ransmission Cotnpany Liinitcd 24.01.2013 100% 0.05
31.12.2013
Purulia l'V.. Kharagpur Trans1nission 15.12.2012-
3. 24.01.2013 100% 0.05
Co1noanv Liinited 31.12.2013
Darbhanga-Nlotihari 'fransn1ission 18.12.2012-
4. 24.0l.2013 !00% 0.05
Co111pany Li1nitecl 31.12.2013
Total 0.20
2.2 The Con1pany pro1noted and acquired the shares at fhce value in the subsidiary co1npany. Tlicrefore, goochvill or
ca~ital reserve did not arise.
3. Contingent liabilities:
in crore) c<
(a) S.No Particulars 1\n1ount as on 1\rnount as on
31.03.2013 31.03.2012
Default guarantees issued in foreign currency - USS 7.54 1nillion
I. 41.34 56.40
(as on 31.03.2012 US$ 10.94 million)
2. - Guarantees issued in dontestic currency 335.57 371.93
3. Claims against the Company not acknowledged as debts 0.04 0.00
Outstanding disburse1nent con1n1it1nents to the .borro\vcrs by \vay
4. 4,247.61 5,730.38
of Letter of Cornfort against loans sanctioned
Total 4,624.56 6,158.71

(b) Additional demands raised by the Income Tax Department totaling to< 55.93 crore (as on 31.03.2012 <40.01
crore) of earlier years are being contested. Further, the Incotnc Tax Dcparttncnt has filed appeals before ITAT
against the orders of ClT(A) allowing relief totaling to < 67.96 crore (as on 31.03.2012 < 65.03 crore ). The
san1e are being contested. The Manage1nent does not consider it necessary to niake provision, as the probability
of tax liability devolving on the Company is negligible.
4. Estin1ated a1nount of contract rcn1aining to be executed on account of capital contracts, not provided for, is Nil
crore (as on 31.03.2012 <0.57 crore).
5. Additional den1ands raised by the Jnconte Tax Dcpart1nent (net of relief granted by Appellate Authorities)
amounting to < 31.24 crore for Assessment Years 2001-02 to 20 l 0-11 have been provided for and are being
. contested by the Company .
6. In line with circular No. 613 / 2001 - CL.V dated 18.04.2002 of the Government of lndia, then Ministry of
La\v, Justice Contpany 1\ffairs, and Departn1ent of Co1npany Afh1irs, t}le Co1npany had been creating till FY
2011-12, Debenture Redemption Reserve (ORR) upto 50% of the value of, debentures issued through public
issue, over the maturity period of such debentures and no ORR in case of privately placed debentures.

In recent circular no 11102/2012-CL-V(A) dated i 1.02.2013, MoCA (Ministry of Corporate Affairs) has
prescribed that adequacy of DRR will be 25% of the value of debentures issued through public issue and no
DRR is required in the case of privately placed debentures.

In this regard, the Co1npany has requested the MoCA for clarification, \Vhich is a\vaited. Pending receipt of
clarification, the Comoanv has created and tnaintained DRR in line \Vith the circular dated 18.04.2002.
7. Foreign currency actual outgo and earning:
(<in crore)
S.No. Description FY ended 31.03.2013 FY ended 31.03.2012
A. Expenditure in foreign currency
i) lnterest on loans fron1 foreign instinitions 187.78 159.37
ii) Financial & Other charges 74.88 11.08
iii) Traveling Expenses 0.13 0.21
f-, '
IV) Training Expenses 0.11 ;,;;)\. i 0.12
B. Earning in foreign curren'cy Nil ,)':{' Nil

2
598
8.1 R.elatcd party disclosures:

Key 1nanagerial personnel:


~-

Nan1e of the key n1anagcrial ~rsonnel


-·-
---·---- ---------
Shri Satnam Singh, CMD _(,~ith
cftloct fro111_0L08.2008)
Shri M K Goel, Director (with effect from 27.07.2007)
Shri R. Nagarajan, Director (with effect from 31.07.2009)
Shri A K Agarwal, Director (with effect from 13.07.2012)_____
-
SubsicJiarv con1oanv
Shri N. D.Tyagi, CEO of PFC Consulting Limited.
Shri A.Clrnkravarti, CEO of PFC Green Energy Ltd.
Srnt Nalini Vajani, CEO of PFC Capital Advisory Services Limited
Shri C.Ganopadhyay, Director ofPo\vcr Equity Capital Advisors Private Lin1ited
Joint Ventures entities
Shri 1\.K. Agar\val, Chainnan of Energy Efficiency Services ·Li1nited
Shri Jagdish R Bhandari, Chainnan of National Po\ver Exchang_?_ Liinited

Nlanagerial retnuneration:
C' in crore)
Chair1nan "'~ l\'lanaging Director Other Directors and CEO

For FY ended For FY ended For FY ended For FY ended


31.03.2013 31.03.2012 31.03.2013 31.03.2012
Salaries and allo\vances 0.51 0.42 1.42 0.93
Contribution to provident fund 0.04 0.02 O.IO 0.05
and other \Vclfare fund
Other oernui'sites I oavments 0.09 0.13 0.25 0.39
Total 0.64 0.57 l.77 1.37
In addition to the above perquisites, the Chainnan & Managing Director and other Directors have been allo\ved
to use staff car including private journey up to a ceiling of 1,000 kms per month on payment of' 2,000/- per
month C' 780/- per month till 20.0l.2013).

8.2 The details of amount recoverable (including interest thereon) from the respective subsidiaries are given below:
C' in erore) .
1\1nount as 1\111ount as Maxilnun1 Maxhnun1
Name of the Subsidiary Companies on on during FY During FY
31.03.2013 31.03.2012 2012-13 20ll-12
Coastal Maharashtra Mega Power Limited 7.00 5.72 7.00 5.72
OrisSa lntegrated Po\vcr Lilnited 90.31 73.21 90.31 73.21
Coastal Kan1ataka Po\vcr Litnited 2.80 2.40 2.80 2.40
Coastal Tamil Nadu Power Ltd. 40.41 29.75 40.41 29.75
Chhatti~garh Surguja Po\ver Lin1ited 60.50 50.85 60.50 50.85
Sakhigopal Integrated Power Company Limited 3-26 1.16 3.26 l.16
Ghogarpalli Integrated Power Company Limited 2.89 0.90 2.89 0.90
Tatiya Andhra Mega Power Limited 9.84 7.71 9.84 7.71
Deoghar Mega Power Ltd 2.43 0.00 2.43 0.00
Subsidiary of PFCCL 2.28 0.36 2.28 0.36
Total 22 l.72 172.06 221.72 172.06
.
~--

.·' .

]'sp~

3
599
8.3 'fhe details of a1nounts payable to subsidiaries (including interest) in respect of an1ounts contributed by po\ver
procurers and other a1nounts payable are given belo\V:
·------------·------·--,---.
c< in crore)
1\n1ount as 1\n1ount as i\tlaxin1un1 Maxin1u1n
Na1ne of the subsidiary cor,tpanics on on during FY During FY
~- ·---
3 l.03.2013 31.03.2012 2012-13 2011-12
Coastal lvlaharashtra J\ilcga Po\vcr LirnLted 52.97
-- -
49.39 52.97 49.39
Orissa Integrated Po\ver Lin1ited ·--.- - --- - - - - - 62.57 57.49 62.57 57.49
1-Coastal Ta1nil Nadu Po\ver Li1nitcct - 53.92 54.35 58.92 54.35
Chhattisgarh Surguia Po\ver Lilnitcd 56.17. 51.08 56.17 51.08
Sakhigoual IntePrated Power Conmanv Limited 20.69 19.23 20.69 19.23
Ghogarpalli Integrated Power Compall2' Limited 19.27 17.91 19.27 17.91
Tatiya Andlira Mega Power Limited 25.02 23.02 25.02 23.02
Total 295.61 272.47 295.61 272.47
8.4 (i) Investment in "S1nall is-Beautiful,, Fund: -

The Company has outstanding investment of< 7 .68 crore (as on 31.03.2012 < 7 .83 crorc) in units of Small is
Beautiful Fund. The face value of the Fund is< IO per unit. The NAY as on 31.03.2012 was Z 10.33 per unit
and as on 31.03.2013 is< 9.77 per unit. As investment in Small is Beautiful Fund is long term investment, the
fluctuation in NAY in the current scenario is considered as temporary.

(ii) Investment in equity (unquoted) in Power Exchauge India Limited:-

Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and National
Commodity and Derivatives Exchange Limited (NCDEX). The authorized share capital is Z I 00 crore consisting
of 80 crore equity shares of< I 0/- each and 20 crore preference shares of< IOI- each as on J 1.03.2013. The paid
up equity share capital of PXIL is Z 46.05 crore, as on 31.03.2013. The Company has subscribed Z 2.80 crore of
the paid up capital of PXIL.
9. Interest Differential Fund (IDF) - KFW

The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely and will be used lo
cover the exchange risk variations under this loan and any excess \Vill be used in accordance \Vith the agreen1ent.
'fhc balance in the -IDF fund has been kept under separate account head titled as Interest Differential Fund -
KFW and shown as a liability. The total fund accumulated as on 31.03.2013 is< 54.73 crore (as on 31.03.2012 Z
52.0 lcrore), after transferring exchange difference of< 15.21 crorc (as on 31.03.2012 < 15.66 crore).
I 0. Foreign currency liabilities not hedged by a derivative instn1ment or other\vise:-

An1ount (in 1nillions)


Liabilities in Foreign Currencies
31.03.2013 31.03.2012
USD 805.90 392.49
EURO 22.80 24.73
JPY 41,643.20 41,643.20

4
600
I I. (a) 1\ssct under finance lease after 0 l .0 1L200 l:

(i) The gross investtnent in the leased assets and the present value of the n1iniinun1 value receivable at the
balance sheet date and the value of unearned tlnari;.:;ial incoine are given in the table belo\v:

'fhe future lease rentals are given belo\v:-


(<'in crorc)
1\s on As on
Particulars
31.03.2013 31.03.2012
-·-------
Total of future 1ninin1un1 lease payn1ents (Gross Investincnts) 500.33 571.09
Present value of lease pay1nents 285.07 326.58
Unearned fiilance inco1ne 215.26 244.51
lVlaturity profile of total of future n1ininn11n lease-payrncnts (Gross Investment)
Not later than one year 70.77 70.77
Later than one year and not later thati 5 years 127.55 172.61
Later than five years 302.01 327.71
Total 500.33 571.09
Break up of present value of lease payn1ents
Not later than one year 45.93 41.51
Later than one year and not later than 5 years 53.44 90.75
Later than five years 185.70 194.32
Total 285.07 326.58

(ii) The·co1npany had sanctioned an a1nount of< 88.90 crore in the year 2004 as finance lease for financing
wind turbine generator (commissioned on 19.07.2004). The sanction was reduced to(' 88.85 crore in
I December 2006. The gross investment stood at the level of(' 18.11 crore as on 31.03.2013. The lease rent
is to be recovered within a period of 15 Years, starting from 19.07.2004, which comprises of IO years as a
prilnary period and 5 years as a secondary period.

(iii) 'fhe Co1npany had sanctioned an a1nount of< 98.44 crore in the year 2004 as finance lease for financing
\Vind turbine generator (co1n1nissioned on 18.5.2004). The gross invesl!nent stood at< 17.42 crore as on
31.03.2013. The lease rent is to be recovered within a period of20 years, starting from 18.05.2004, which
coin prises of l 0 years as a pri1nary period and a 1naxi_1nu1n of another_ l 0 years as a secondary period.

(iv) The Company had sanctioned an amount of(' 93.51 crore in the year 2004 as finance lease for financing
wind turbine generator (commissioned on 09.06.2005). The gross investment stood at(' 34.28 crorc as on
31.03.2013. The .lease rent is to be recovered within a period of 19 years 11 months, starting from
09.06.2005, \Vhich.co1nprises of IO years as a prin1ary period and a 1naxitnun1 of9 years and 11 rnonths as
a secondary period.

(v) The Con1pany had sanctioned an an1ount of< 228.94 crore i_n the year 2008 as finance lease for financing
wind turbine generator (commissioned on 18.05.2011). The gross investment stood at(' 430.52 crorc as on
31.03.2013. The lease rent is to be recovered within a period of25 years, starting from 01.01.2012, which
cotnprises of 18 years as a priinary period and a 1naxirnu1n of 7 years as a secondary period.

b) Operating Lease:

The Co1npany 1 s operating leases consists:-

Pre1nises for offices and for residential use of ernployees are lease arrange1nents, and are usually renewable on
mutually agreed terms, and are cancellable. Rent for residential accommodation of employees include 3.95 <
crore (during FY ended 31.03.2012 <6.55 crore) towards lease payments, net of recoveries in respect of
pren1ises for residential use of en1ployee~. Lease payments in respect of pren1ises for employees are sho\vn as
rent for residential accommodation of employees in Note Part A 16 - Consolidated Employee Benefit Expenses.
Lease pny1nents in respect of pre1nises for offices are sho\vn as office rent in Note Part A 17 - Consolidated
Other Expenses.

12. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i) The Con1pany clai1ned subsidy fron1 Govt. of India at net present value calculated at indicative interest
rates in accordance with the GOI's letter vide D.0.No.32024 I 17 I 97 - PFC dated ;H.09.1997 and
\
0.M.No.32024 I 23 I 2001 - PFC dated 07.03.2003, irrespective of the actual repayment schedule,
1noratoriun1 perio<l and duration of repayn1ent. The atnount of interest subsidy receiveQ and to be passed
on to the borro,vcr is retained as _Ipterest Subsidy Fund Account. The in1pact of d_ifferOticc;bet\vecn the
indicative rate and ocriod conside,ted at the tin1e of claims and at the tin1e of actual disblilis,t#lf.~nt can be
!'~.
5
601
ascertained only after the end of the respective schcrnes. llo\vever on the basis of the projections 1nade for
each project (based upon certain asstunptions that these \Vould re1nain satnc over the projected period of
each loan I project), the Co1npany estiinated the net excess a1nount ofZ' 5.69 crore and~ 68.30 crore as at
3 l.03.2013 for IX and X Plan, respectively under 1\G1..~SP sche1nes, and there is no shortfall. ·rhis net
I
excess a1nount is \Yorked out on overall basis uni.I not on individual basis and [nay vary due to change in
assurnptions, if any, during the projected period such as changes in moratoriu1n period, repaytnent period,
loan restructuring, pre-pay1nent, interest rate reset etc. t\ny excess I shortfall in the interest subsidy fund
\Vill be refunded or adjusted I charged off on cotnpletion of the respective sche1ne.

(ii) The balance under the head Intere~lSubsidy FutH.lSl10\v11 as liability, represents the a111ount of subsidy
received frotn iVlinistry of Po\ver, Govt. of India \Vhich is to be passed on to the borro\Vers against their
interest liability arising in future, under Accelerated Generation & Supply Progran1n1e (AG1._~SP), \Vhich
con1prises of ,the follo\ving : -
({ in crore)
As on 1\s on
Particulars
31.03.2013 31.03.2012
Opening balance of Interest Subsidy Fund 376.21 451.87
Add : - Received during the period -- --
: - Interest credited during the period 18.99 36.01
: - Refund by the borro\vcr due to non- conunissioning of project in tiine -- 17.65
Less: Interest subsidy passed on to borro\vers 49.42 77.67
Refunded to MoP:
(a) Estiinated net excess against IX Plan -- 34.00
(b) Due to non- conunissioning of Proje-ct in ti1ne -- 17.65
(c) Estimated net excess against X Plan 200.00
Closing balance of interest subsidy fund 145.78 376.21

f-------- -·-
13. The Company had exercised the option under para 46A of the amended AS' 11 'The Effects of Changes in
Foreign Exchange Rates' to atnortize the exchange differences on the long tenn foreign currency monetary ite1ns
< <
over their tenure. Consequently, as on 31.03.2013, 477 .97 crore (as on 31.03.2012 515.41 crore) has been
carried for\Vard in the Foreign Currency Nlonetary Ite1n Translation Difference 1\ccount (FCMITDA) and sho\vn
on the asset side of the balance sheet, as a separate line ite1n.

As per the recent announcement dated 30.03.2013 of the !CAI, the debit or credit balance in FCMITDA should
be sho\vn on the 11 Equity and Liabilitiesn side of the balance sheet under the head "R_eserve and Surplus1\ as a
separate line ite1n.

The Company has requested (vide letter dated 09.05.2013) for clarification from the Government of India,
Ministry of Corporate Affairs (MoCA) on the applicability of ICAI announcement. The clarification is awaited.

Pending receipt of clarification from the MoCA, the FCMITDA is continued to be shown on the asset side of the
balance sheet, as a separate line ite111, in line \Vi th presentation n1ade in previous year.
14. (i) The Company has been designated as the Nodal Agency for operationalisation and associated service for
iinple1nentation of the Re-stn1ctured Accelerated Po\ver Development and Refonns, Progran11ne (R -
APDRP) during XI Plan by the Ministry of Power, Government of India (GO!) under its overall guidance.

Projects under the scheme are being taken up in two parts. Part - A includes the projects for establishment
of baseline data and 1T applications for energy accounting as \Veil as 11' based custo1ner care centers. Part -
B includes regular distribution strengthening projects. Go! provides I 00% loan for Part A and up to 25% (up
to 90% for special category States) loan for Part - B. Balance funds for Patt - B projects can be raised by
the utilities from PFC I REC I multi-lateral institutions and I or own resources. The loans under Part - A
alongwith interest thereon is convertible into grant as per R- APDRP guidelines. Similarly, upto 50% (up to
90% for special category states) of the loan against Part-B project would be convertible in to grant as per R
-1\PDRP guidelines. Enabling activities of the progran1e are covered under Part-C.

The loans under R - APDRP are routed through the Company for disbursement to the eligible utilities. The
an1ount so disbursed but not converted in to grants as.per R - APDRP guidelines will be repaid along \Vith
interest to the Gol on receipt fron1 the borro\vers.

'

',/~/'
6

602
~.

-
'l'he details arc furnished belo\v :
- (<in crore)
Amount recoverable I Amount payable to GQI
from borrowers & R - APDRP Fund (Interest earned on Fixed
Particulars ~
payable to GO!··-- Deposit)
As at As at As at As at As at As at
31.03.2013 . 31.03.2012 31.03.2013 31.03.2012 31.03.2013 31.03.2012
.
Opening balance 5,502.88 3, 902.38 0.00 0.00 11.09 6.88
--·----- ~- .... --~·-

Additions during the


year 1,217.45 1,600.00 1,217.45 1,600.00 1.03 4.17
Disbursements/
refunds I changes
during the year 25.70 - ·- 1,217.45 1,600.00 11.93 ---
Total 6,694.63 5,502.88 0.00 0.00 0.19 11.05
Interest accrued but
not due 1,327.94 775.24 0.00 -·- 0.06 0.04
Closing balance 8,022.57 6,278.12 0.00 0.00 0.25 11.09

(ii) As on 31.03.2013, the tota·l a111ount of nodal agency fee and rein1burse1nent of expenditure received I
receivable by PFC has been as under:-
I
(< in crore)
I
I
I
During the FY
ended 31.03.2013
During the FY
ended 31.03.2012
Cun1ulativc up-to
31.03.2013 31.03.2012
Nodal agency fee* 16.52 39.15 145.29 128.77
I Reiinburse1nent of expenditure
Total
21.81
38.33 -
22.66
61.81
83.67
228.96
61.86
190.63
*Exclusive of Service Tax

(iii) As per Office Memorandum No. 14 I 03 / 2008 --APDRP dated 20'h August, 2010 of the MoP, Go!, the
total a1nount receivable against the nodal agency fee plus the rei1nburse1ncnt of actual expenditure \Viii not
exceed< 850 crore or 1.7 % of the likely outlay under Part A & B ofR-APDRP, whichever is less.

15. The net deferred tax liabilities ofZ 218.63 crore (as on 31.03.2012 < 86.75 crore) have been computed as per
Accounting Standard 22 Accounting for Taxes on Income.
The breakup of deferred tax liabilities is given below: -
(Zin crore)
Description As on 3 l.03.2013 As on 31.03.2012
(a) Deferred Tax Asset(+)
(i) Provision for expenses not deductible under lnco1nc 'fax t\ct 8.48 16.49
(ii) Preli1ninary expenses 0.56 0.73
(b) Deferred Tax Liabilities(-)
(i) Depreciation -l.lO -1.0 I
(ii) Lease incon1e on HC\V leases -95.00 -101.58
(iii) Amortization -1.29 -1.38
(iv) Unamortized Exchange Loss (Net) -130.28 0.00
Net Deferred Tax liabilities (-)/Assets(+) -218.63 -86.75

16. In con1pliance \Vith Accounting Standard - 20 on Earning Per Share issued by the Institute of Chartered
Accountants of India, the calculation of Earning Per Share (basic and diluted) is as l~nder:-
FY ended FY ended
Particulars
31.0:1:2013 31.03.2012
Net Profit after tax used as nun1erator (<in crore) 4,437.74 3,058.85
\Veighted average nu1nber of equity shares used as deno1ninator (basic) l 31,99,82,855 129,50,00, 707
\Veighted average nu1nber ofequity shares used as dcno1ninator (diluted) 131,99,90,939 129,50,00,707
Earning per share (basic & diluted)(<) 33.62 23.62
Face value per share(<) 10 10
..

17. The Cotnpany, its subsidiaries and joint ventures have no outstanding liability to\vards lvticro, Small and
Mediun1 enternrises.
.. - ,. <.
18. Leasehold land is not amortized, as it is,..,a perpetual lease.
'"'
!
A"'-
7
603
----
19. Liabilities and assets denon1inated in foreign currency have generally been translated at TT selling rate of SBI at
'ear end as given belo\'1: - -·-·-·- --
S. No. Exchan£!Z: l\~t~'~: 31.03.2013 31.03.2012
-------~--- --- ... -- --
1 USD I INR 54.30 51.5300
--~---

2 JPY I INR 0.5847 0.6318


3 EURO/ !NR 70.28 69.0500
-----
In-case of specific provision in the loan agreeinent for a rate other than SBI Tf selling rate, the rate has been
taken as prescribed in the respective loan agri;;:B1ne11t.
'20.1 'fhe Co1npany has n1ade the public issue of69,97,468 tax free bonds (secured) tranche - I at the face value of
( 1,000 each during the current financial year and has mobilized ( 699.75 crore. The security has been
created on 03-Jan-2013 and bonds have been allotted on 04-Jan-2013. The bonds have been listed in the BSE
on 10-Jan-2013. The proceeds of the bond issue have been utilized for the purpose mentioned in the offer
docun1cnt.
20.2 The Company has made public issue of 16,53,680 tax free bonds (secured) tranche - II at the face value of (
1,000 each during the current financial year and has n1obilized < 165.37 crore. The Bonds have been allotted on
28-Mar-2013 and have been listed in the BSE on 03-April-2013. The security has been created in April 2013. As
on 3l.03.2013, the proceeds of the bond issue \Vere in Public [ssue 1\ccount of the escro\V collection banker.
Subsequent to listing and security creation, the bonds issue proceeds have been transferred in April 2013 by the
escro\v collection banker to the regular current account of the Co111pany and the Company has utilized the
proceeds in April 2013 for the purpose mentioned in the offer document. -
21. Disclosures as per Accounting Stan<lar<l -15 :-

A. Provident fund
The Co1npany pays fixed contribution to provident fund at prescribed rates to a separate trust, \Vhich invests
the funds in permitted securities. The contribution to the fund for the period is recognized as expense and is
charged to the stateinent of profit and loss account. The obligation of the Con1pany is to 1nake such fixed
contribution and to ensure a 1nininn1n1 rate of return to the 111embers as specified by GoI. 1\ny short fall for
·payment of interest to members as per specified rate of return has to be compensated by the Company. The
Co1npany estin1ates that- no liability \Viii take place in this regard in the near future and hence no further
provision is ·considered necessary.

B. Gratuity
The Co1npany has a defined gfatuity schcn1c and is 1nanaged by a separate trust. 'fhe provision for the san1e
has been 1nade on actuarial valuation based·upon total ninnbcr of years of service rendered by the e1nployee
subject to· a 1naxin1u1n ?n1ount of< 10 lakh.

C. Pension
The Co1npany has a defined contribution pension sche111e introduced in line \Vith guidelines of the
Department of Public Enterprise (DPE) and is managed by a separate trust. Employer contribution to the fund
haS been contributed on 1nonthly 'basis. Pension is payable to the employee of the corporation as per the
sche1ne.

D. Post Retirement Medical Scheme (P!Uv!S}


The Company has Post-Retirement Medical Scheme (PRtv!S), under which retired employees and their
dependent family member are provided with medical facilities in empanelled hospitals. 'fhey can also avail
reitnburse1nent of out-patient treain1ent subject to a ceiling fixed by the Con1pany.

E. Terminal Benefits
·renninal benefits include settle1nent in ho1ne to\vn for ernployces & their dependents.

F. Leave
The Company provides for earned leave benefit and half-pay leave to the credit of the employees, which
accme on half yearly basis@ 15 days and 10 days, respectively. Maximum of300 days of earned leave can
be accun1ulated during the service of an en1ployee \vhich can be availed or encashed. There is no limit in
accu1nulation of half pay leave during the service. Ho,vever, at the tin1e of separation I superannuation, half
pay leave and earned leave ·can be encashed subject to limit of 300 days. The liability for the same is
recognized, based on ach1arial valuation.

The above 1ncntioned schen1es (D, E and F) are unfunded and arc recognized on the basis of actuarial valuation.
The sun11narised position of various defined benefits recognized in the state1nent of profit_ and loss account,
balance sheet arc as under {Figures in brack~ts () represents to as on 31.03.2012}

'
'- '',,'- ,-
8
604
~-·~·-----------~-----------------·----------·-----------~

i) Expenses recognised in Staternent of Profit and Loss t\ccount


,---------------- -- -'- -------- - -·------~-~~~~-~~~~
(< in crore)
Gratuity PRtVIS Leave
Current service cost 1.18 0.36 1.89
(0.99) (0.29) ( 1.57)
Interest cost on benefit obligation 1.12 0.67 1.42
=--~--~------···--·----·---··- ··- .. __ _il_:08) (0.61) (1.31)
Expected return on plan assets -1.22 0.00 0.00
re---~~~~----~~~-------'---- _{:.fl:24) (0.00) (0.00)
Net actuarial (gain) I loss recognised in the year 0.40 0.46 2.37
(-0.49) ( 0.60) (0.46)
Expenses recognised in Statement of Profit & Loss *1.48 1.49 *5.68
Account (0.64) (1.50) (3.34)
(*) Includes< 0. I3 crore (as on 31.03.2012 < 0.13 crore) and< 0.58 crore (as on 31.03.2012 < 0.30 crore) and.<
0.04 crore (as on 31.03.2012 < 0.13 crore) for gratuity, leave and PRMS respectively allocated to
subsidiary con1panies.
ii) The an1ount recognized in the Balance Sheet
(< in crore)
Gratuity PRMS Leave
Present value ofobligation as at 31.03.2013 (i) 16.16 9.50 20.39
(14.03) (8.33) (17.74)
Fair value of plan assets at 31.03.2013 (ii) 14.67 0.00 0.00
(12.95) (0.00) (0.00)
r--~------------------+----~~~r--~-.c.-r·---~~'-1
Difference (ii) - (i) -1.48 -9.~0 -20.39
(-1.08) (-8.33) (-17.74)
Net asset I (liability) recognized in the Balance Sheet -1.48 -9.50 -20.39
(-1.08) (-8.33) (-17.74)
iii) Changes in the present value of the defined benefit obligations
(<in crore)
rcc--~-~~~c----~~~_c'_----+-~G~r~a~tu~ity~~--P-R_~_l~S~-+--~L~e~a~ve~-c-1
Present value of obligation as at 01.04.2012 14.03 8.33 17.74
(12.69) (7.13) (15.47)
Interest cost l.12 0.67 1.42
(1.08) (0.61) (l.31)
Current service cost l.18 0.36 1.89
(0.99) (0.29) ( 1.57)
Benefits paid -0.62 -0.32 -3.03
(-0.40) (-0.30) (-1.07)
Net actuarial (gain)/loss on obligation 0.45 0.46 2.37
(-0.33) (0.60) (0.46)
Present value of the defined benefit obligation as at 16.16 9.50 20.39
31.03.2013 (14.03) (8.33) (17.74)
iv) Changes in the fair value of plan assets
(<in erore)
Gratuity PRMS Leave
Fair value of plan assets as at 01.04.2012 14.03 0.00 0.00
(l 0.57) (0.00) (0.00)
Expected retun1 on plan assets l.22 0.00 0.00
(0.94) (0.00) (0.00)
Contributions by employer 0.00 0.00 0.00
(1.68) (0.00) (0.00)
Benefit paid -0.62 0.00 0.00
(-0.40) (0.00) (0.00)
Actuarial gain I (loss) 0.04 0.00 0.00
. (0.16) (0.00) (0.00)
Fair value of plan assets as at 31.03.2013 14.67 0.00 0.00
(12.95) (0.00) (0.00)

v) One percent increase I decrease in the inflation rate \vould itnpact liability for. tnedical cosJ:__ of P~NfS, as
under:- ,.. · ;~>-} !
Cost increase by l o/o < 2.09 crore \{t>,..
Cost decrease by I% < -l.31 crore ]'\!,~·
9
605
-----· -------~

vi) During the period, the Co1npany has provided liability tO\Vards contribution to the Gratuity rfrust of~ l.48
crore, to PRMS of Z 1.62 erorc, to leave Z 6.04 crore and to pension Z 0.69 crore (during the FY ended
31.03.2012 towards contribution to the Gratuity rrust of{ 0.64 crore, to PRMS ofZ 1.50 crore, to leave Z
3 .34 crorc and to pension Z 2.54 crore).

G. Other Ern2loyee Benefits:-


During the period, provision of< 0.08 crore (<lnring the FY ended 31.03.2012 Z-0.01 crore) has been made
for Econo1nic Rehabilitation Schc1ne tC.r E1nployecs and provision of Z 0.37 crore has been 1nade for Long
Service Award for Employees (during the FY ended 31.03.2012 Z 0.58 crore) on the basis of actnarial
valuation n1adc at the end of the year by charging I crediting the state1nent of profit and loss accoullt.

H. Details of the Plan Asset:-

The details of the planassets at cost, as on 31.03.2013 arc as follows:-


CZ in crorc)
SL Particulars FY ended J 1.03.2013 FY ended Jl.03.2012
i) Governrncnt Securities 8.53 7.83
- ---
ii) Corporate bonds I debentures 5.61 5.12
Total 14.14 12.95
-

L 1\ctuarial assu1nptions

Principal assu1nptions used for actuarial valuation are:-


-
Method used Proiected Unit Credit Method
Discount rate 8.00%
Expected rate of return on assets - Grah1ity 8.70%
Future salary increase 6.00%
·rhe csti1nates of fuhire salary increases considered in ach1arial valuation, take into account of inflation,
seniority, pro1notion and other relevant factors, such as supply and de1nand in the e1nploy1nent tnarket.

22.1 Details of provision as required in 1\ccounting Standard - _29, {Figures in brackets ()represents to as on
31.03.2012), are as under:
-· (Zin crore)
Opening Balance 1\ddition Paid I adjusted Closing
ProvisiOn for (as on 1st April during the during the Balance
or the FY) period period 4 ~(I +2-3)
(1) (2) (3)
Post-Retirement Medical Scheme 8.33 1.62 0.45 9.50
(7.13) (1.50) (0.30) (8.33)
Gratuity 0.64 1.48 0.64 1.48
(1.72) (0.64) (1.72) (Ohl)
Pension '6.60 0.69 7.14 0.15
(4.06) (2.54) (0.00) (6.60)
Leave Encaslunent 17.74 6.04 3.39 20.39
(15.47) (3.34) (l.07) (17.74)
Economic Rehabilitation Scheme for 1.24 0.08 0.01 1.3 l
employee (1.26) (-0.0 I) (0.0 l) (1.24)
Bonus I Incentives I Base Line 26.32 19.50 18.82 27.00
Con1pcnsation (24.52) (17.73) (15.93) (26.32)
Baggage Allo\vances 0.07 0.01 0.00 0.08
(0.05) (0.02) (0.00) (0.07)
Service 1\ \Yard 3.33 0.38 0.00 3.71
(2.75) (0.58) (0.00) (3.33)
Income 1'ax 2,000.83 1,547.63 128.63 3,419.83
(2,215.13) (1,075.78) (l,290.08) (2,000.83)
FBT 0.00 0.00 0.00 0.00
(0.80) 0.00 (0.80) (0.00)
Proposed Final Dividend 132.00 132.00 132.00 132.00
(197.99) (132.00) (197.99) (132.00)
Proposed Corporate Dividend Tax 21.41 22.43 21.41 22.43
(32.12) (21.41) (32.12) (21.41) ]
' -

10
606
22.2 The Company has formulated a Corpo.rate Social· Responsibilf[y(CSR) policy in line with the guidelines issued-
by the Ministry of Heavy Industries and Public Enterprises (Department of Public Enterprises) vide Office
Memorandum F.No. I 5(3)/2007 -DPE(GM)-GL-99 dated 09.04.2010.

1\s per the CSR policy of the Con1pany, a 1ninin11un of 0.5 1Yo of the consolidated profit after tax of the previous
year \Viii be allocated every financial year for CSR Activities, and Cornpany \va.S creating CSR provision for this
purpose up to FY 2011-12.

No\v, the Expert 1\dvisory Co1nn1ittee o;· the Institute of Chartered 1\ccountants of India ([CAI) has given
opinion that unspent expenditure on CSR activities should not be recognized as provision, but a reserve 1nay be
created as an appropriation of profits.

Accordingly, CSR provisio1f of? 16.39 crore (amount unspent as at 01.04.2012) has been reversed to the credit
of the statement of profit & loss through prior period account, and CSR reserve of? 18.36 crore has been created
as appropriation of profit, the details of\vhich are as under:
( Z in crore)
CSR Reserve 1\n1ount
O~ening balance 0.00
Add : Appropriation on account of un-spent a1uount as on 31.03.2012 16.39
Less: 1\1nount spent during the year against CSR allocation of earlier years 9.30
1\dd: Appropriation during the year on account ofun-spcnt a1nount (CSR allocation ofZ
11.27
I 5.29 crore less amount snent < 4.02 crorc)
I Closing Balance as on 31.03.2013 18.36
22.3 The Company has formulated a Sustainable Development (SD) policy in line with the guidelines issued by the
lvfinistry of Heavy Industries and Public Enterprises (Department of Public Enterprises) vide Office
Memorandum No.3(9)/20 I 0 -DPE(MoU) dated 23.09.2011.

As per the SD policy approved by the Company, a minimum of <' 50 lakh plus O. l % of profit after tax
(consolidated) exceeding< 100 crore of the previous year will be allocated every financial year for SD Projects/
1\ctivities. The unspent an1ount ofZ 0.49 crore has been appropriated fro1n profits as SD reserve.

23. Board of Directors in its meeting held on 09.11.2012 amended the prndential norms of the Company, subject to
approval of Ministry of Po\ver, and accorded approval to create provision on standard assets in phases \Vith
effect from FY 2012-13 in 3 year period (i.e. 0.0833% p.a.), in order to bring it to 0.25% by 31.03.2015.

Accordingly, the Company has amended the accounting policy to this effect and has made provision of< 132.79
crore for the FY ended 31.03.2013.

If the company had followed the earlier policy, the net profit for the FY ended 31.03.2013 would have been
higher by<' 132.79 crore (net of taxes).

The approval for the change in pn1dential nonns by the ~Iinistry of Po\ver, Govenunent of India is under
process.

24. (i) During the year, the Con1pany has sent letters seeking confinnation of balances to the borro\vers and
confinnation in a fe\V cases are a\vaited.

(ii) There are 110 unpaid I unclain1ed bonds, interests on bonds and dividends, \Vhich are over 7 years as on
31.03.2013 (previous period ? Nil).However, an amount of< 0.56 crore (previous year ? 0.47 crore)
rernaining unpaid pending co1npletion of transfer fonnalities by the claiinants.

25. In opinion of the 1nanagen1ent the value of current assets loans and advances on realization in the ordinary
course of business will not be less than the valne at which these are stated in the Balance Sheet as at 31.03.2013.

26. Trade receivable (related to PFCCL) includes an amount of< 0.84 crore (previous year < 0.61 crore) which is
due for over three years. Based on correspondence \Vith clients in this regard in the opinion of the inanage1nent,
the above said debtors are good for recovery hence 110 provision has been made for bad and doubtful debts.

27. The value of invoices raised by PFCCL pursuant to execution of contract agrcen1ent I issue of letter of a\vard in
respect \Vhereof no inco1ne have been recognized and no arnount received, have been setoff fron1 assets and
liabilities amounting to ? 4.40 crore (previous year<' 4.21 crore ) respec(ively.

28. Expenditure incurred by PFCCL On advertisen1ent of~ 0.24 crore for searching of Joint Venture Partner is
charged to Statc1nent of Profit and Loss. Process of selection of Joint V cnture Partner is under pro'gre.SS~··--. r
' '\( I
Il

607
29. The Disclosl,lre requirement in respect of subsidiary companies and joint venture has been di sclosed to the extent
available fron1 their audited accounts.

30. The Company, its subsidiaries and joint ventures have no expoSure to real estate sector as on 31.03.2013.
- ..
3 I. The Co111pany, its subsidiaries and joint ventures docs not have rnore than one reportab_Ie seg111ent in tenus of
1\ccounting Standard 17 on Segment Reporting.
--
32. Previous year's figures have been re-grouped I re-arranged, \vherever practicable to n1ake the 111 co1_nparable.

33. Figures have been rounded off to the nearest crore of rupees \vith t\VO dccin1als.
Notes at Part 1\ (1 to 18), Part [3 and Part C fonn an integral part of Consohdated Balance Sheet and Consolidated
Statement of Profit & Loss.

12
608
.
I•'Y 2011--12
Part-C
CONSOLIDATED Other Notes on Accounts
I- 1 The Company is a government company engaged in extending financial assistance to power sector.
2.0 The consolidated financial statements represent consolidation of accounts of the company (Power
Finance Corporation Limited), its st1bsidiary companies and joint venture entities as detailed below:-

Name of the subsidiary Country Proportion of


Status of accounts
companies /joint venture of shareholdings as on
&Accounting
entities and associate incorpo period
company ration 31.03.2012 31.03.2011
I
Subsidiary Companies
I PFC Consulting Limited (PFCCL). India 100% 100% Audited Accounts from
Ol.04.201lto
31.03.2012

PFC Green Energy Ltd. India 100% -- Audited Accounts from


(PFCGEL) 30.03.2011 to
31.03.2012

PFC Capital Advisory Services India 100% -- Audited Accounts from


Limited (PFCCAS) 18.07.2011to
31.03.2012

Power Equity Capital Advisors India 100% 30% Audited Accounts from
Private Limited (PECAP) 01.04.2011 to
31.03.2012
Joint Venture entities
India 16.66% 16 . 66% Audited Accounts from
National Power Exchange Ol.04.2011to
Limited 31.03.2012

Energy Efficiency Services India 25% 25% Audited Accounts from


Limited 01.04.2011to
31.03.2012

2.1 The financial statements of subsidiaries (incorporated in India) as mentioned below are not
consolidated in terms of paragraph 11 of Accounting Standard - 21 which states that a subsidiary
should be excluded from consolidation when control is intended to be temporary because the
subsidiary is acquired and held exclusively with a view to its subsequent disposal to successful
bidder on completion of the bidding process :-

SI Name of the Company Proportion of Shareholding as on


No.
31.03.2012 31.03.2011
Subsidiary Comnanics: ?
~

1. Coastal Maharashtra Megil"Power Limited 100% <;<. 100%


•' ···;~

609
2. Orissa Integrated Power Limited ---- ··----· 100% 100%
3. Coastal Karnataka Power Limited l00% 100%

4.' Coastal Tamil Nadu Power Limited 100% 100%


-------
5. Chhattisgarh Surguja Power Ltd. l00% 100%
-
6. Sakhigopal Integrated Power Limited 100% l00%

7. Ghogarpall i Integrated Power Limited l00% 100%

8. Tatiya Andhra Mega Power Limited 100% 100%

9. OGEN &Uttrakhand Transmission 100% --


r. T '"

The above subsidiary companies were incorporated as special purpose vehicle (SPVs) under the
mandate from Government of India (GO!) for development of ultra mega power projects (UMPPs)
and independent transmission projects (ITPs) with the intention to hand over them to successful
bidder on completion of the bidding process. The Financial Statements of these subsidiaries are
attached as required under Section 212 of the Companies Act, 1956, except DGEN &Uttrakhand
Transmission Company Ltd. which has been incorporated on 15.11.2011. The subsidiary's financial
statement is not attached, as the first financial year of the subsidiary has been fixed to be for the
periodfrom 15.11.2011 to;ll.12.2012.
2.2 The Company promoted and acquired the shares at face value in the subsidiary companies.
Therefore, goodwill or capital reserve did not arise.
3. Contingent liabilities:

(i) Default guarantees issued by the Company in foreign currency :

a) EURO Nil million equivalents ZNil crore (as on 31.03.201IEURO0.355 million equivalents
to 'Z.2.27 crore).

b) us$ I 0.94 million equivalent to 'Z.56.40 crore (as on 31.03.2011 US $ 14.34 million
equivalent to 'Z.64.75 crore).

(ii) Default guarantee issued by the Company in Indian Rupee 'Z.371.93 crore (as on 31.03.2011 Z
400.00crore ).

(iii) Bank guarantee issued by the Company in Indian Rupee 'Z.135.32 crore (as on 31.03.2011 'Z.50.04
crore).

(iv) Additional demands raised by the Income Tax Department of Z 2.55 crore, Z 4.5 lcrore, Z 0.36
crore, Z 9.24 erore, < 7.44 crore, Z 4.67 crore and Z 11.24 crorc for Assessment Years 2000-01,
2001-02, 2002-03, 2005-06, 2007-08, 2008-09 and 2009-10 respectively are being contested.
Further, the Income Tax Department has filed appeals before ITAT against the orders ofCIT(A)
allowing relief of'Z 22.22 crore, 21.13 erore and Z 21.68 crore for AYs 2004-05 to 2006-07,
respectively. The same are being contested. The Management does not consider it necessary to
make any provision, as the probability of any tax liability devolving on the Company is
negligible.
(v) Claims against the Company not acknowledged as debts are Z Nil crore (as on 3 l.03.2011Z 7.80
crore). 'c. :
(vi) Outstanding disbursement commi:lments to the borrowers by way of Letter of Con:lfqttffasuesl
against loans sanctioned is 'Z.5,730.38 crore as on 31.03.2012 (as on 31.03.2011 ·:01:158.02
2
610
-
crore). -
·----·----·-----~

4. Estimated amount of contract remaining to be executed on account of capital contracts, not provided
f--
for, is Z0.57 crore (as on 31.03.2011Z3.70crore).
5. Additional demands raised by the Income Tax Department (net of relief granted by Appellate
Authorities) amounting to Z 29.76 crorc for Assessment Years 2001-02 to 2009-10 were provided
for and are being contested by the Company.

6. The Company creates Debenture Redemption Reserve (DRR) upto 50% of the value of bonds I
debentures issued through public issue, during the maturity period of such bonds I debentures.

The Company is not required to create Debenture redemption reserve in case of privately placed
debentures as per cir<;ular No. 6 I 3 I 2001 - CL.V dated 18.04.2002 of the Government of India,
Ministry of Law, Justice Company Affairs, and Department of Company Affairs ..

The Company i.s not required to maintain reserve fund under section 45 - I C of the Reserve Bank of
India Act, 1934 by transferring 20 % of its net profits, as it is exempted by RBI, vide RBI letter
dated 24 .0 l.2000.

7. Foreign currency actual outgo and earning:

(Zin crore)
S.No. Description FY ended FY ended
31.03.2012 31.03.2011
A. Expenditure in foreign currency

i) Interest on loans from foreign institutions 159.37 l 08.40

ii) Financial & Other charges 11.08 57.37


iii) Traveling Expenses 0.21 0.16
iv) Training Expenses 0.12 0.10
B. Earning in foreign currency Nil Nil
8.0 Related party disclosures:

8.1 Key managerial personnel:

Name of the key mana2erial personnel .

Po,ver Finance Corooration Ltd.


Shri Satnam Singh, CMD (with effect from 01.08.2008)
Shri MK Goel, Director (with effect from 27.07.2007)
Shri Rajeev Sharma, Director (from 09.03.2009 to 29.11.2011)
Shri R. Nagarajan, Director (with effect from 31.07.2009)
Subsidiary company
Slui N. D.Tyagi, CEO of PFC Consulting Limited.
Slui A.K. Agarwal, CEO of PFC Green Energy Ltd.
Shri A.Chakravarti, CEO of PFC Capital Advisory Services Limited
Slui C.Ganopadhyay, Director Power Equity Capital Advisors Private Limited
Joint Ventures entities
Sln·i A.K. Agarwal, Chairman cum CEO of Energy Efficiency Services Limited
Shri I. J. Kapoor, Chairman of National Power Exchange Limited
.
f.
'\;};.
.
3
611
.

Managerial remuneration:
(~in
crore)
Chairman & Managing Other Directors and
Director CEO
For FY ended For FY ended For FY For FY
31.03.2012 31.03.2011 ended ended
31.03.2012 31.03.201 l
Salaries and allowances 0.42 0.23 1.32 1.00
Contribution to provident fund and 0.02 0.02 0.05 0.05
other welfare fund
Other perquisites I payments 0.13 0.13 0.39 0.38
Total 0.57 0.38 1.76 1.43

In addition to the above perquisites, the Chainnan & Managing Director and other Directors have
been allowed to use staff car including private journey up to a ceiling of 1,000 kms per month on
payment of~ 780/- per month.

8.2 The details of amount recoverable (including interest thereon) from the respective subsidiaries are
given below:
~in crore)
Name of the Subsidiary Amount as Amount as Maximum Maximum
Companies on on during FY During FY
31.03.2012 31.03.2011 2011-12 2010-11
Coastal Maharashtra Mega 5.72 4.88 5.72 4.95
Power Limited
Orissa Integrated Power 73.21 58.40 73.21 58.40
Limited
Coastal Karnataka Power 2.40 2.08 2.40 2.11
Limited
Coastal Tamil Nadu Power Ltd. 29.75 18.74 29.75 18.74
Chhattisgarh Surguja Power 50.85 41.05 50.85 41.05
Limited
Sakhigopal Integrated Power 1.16 0.65 1.16 0.65
Limited
Ghogarpalli Integrated Power 0.90 0.53 0.90 0.53
Limited
Tatiya Andhra Mega Power 7.71 5.40 7.71 5.40
Limited
PFC Green Energy Ltd. 0.05 2.25 2.25 2.25
PFC Capital Advisory Services 0.01 0.00 0.04 0.00
Limited
Subsidiary of PFCCL 0.36 0.00 0.36 0.00
Total 172.12 133.98 174.35 134.08
'
•·

4
612
8.3 The details of amounts payable to subsidiaries (including interest) in respect of amounts contributed
by power procurers and other amounts payable ar~ given below:

~in crorc)
Amount as Amount as Maximum Maximum
Name of the subsidiary
on on during FY During FY
companies
31.03.2012 31.03.2011
f------
2011-12 2010-11
Coastal Maharashtra Mega 49.39 45.65 49.39 45.65
Power Limited
Orissa Integrated Power 57.49 52.47 57.49 52.47
Limited
Coastal Tamil Nadu Power 54.35 50.02 54.35 50.02
Limited
Chhattisgarh Surguja Power 51.08 46.13 51.08 46.13
Limited
Sakhigopal Integrated Power 19.23 17.74 19.23 17.74
Limited
Ghogarpalli Integrated Power 17.91 16.52 17.91 16.52
Limited
Tatiya Andhra Mega Power 23.02 19.26 23.02 19.26
Limited
Total 272.47 247.79 272.47 247.79

9. (i) Investment in "Small is Beautiful" Fund: -

The Company has outstanding investment of Z7.83 crore (as on 31.03.2011Z8.73crore) in units of
Small is Beautiful Fund. The face value of the Fund is Zl 0 per unit. The NAV as on 31.03.2011 was
Zl0.08 per unit and as on 31.03.2012 is Zl0.33 per unit. As investment in Small is Beautiful Fund is
long term investment, the fluctuation in NAV in the ctment scenario is considered as temporary.

(ii) Investment in equity (unquoted) in Power Exchange India Limited:-

Power Exchange India Ltd. (PXIL) has been promoted by National Stock Exchange (NSE) and
National Commodity and Derivatives Exchange Limited (NCDEX). The authorized share capital is~
100 crore as on 31.03.2012. The paid up capital of PXIL is Z41.05 crore, as on 31.03.2012. The
Company has subscribed Z2.80 crore of the paid up capital of PXIL.
10. Interest Differential Fund (IDF) - KFW

The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely a·nd
will be used to cover the exchange risk variations under this loan and any excess will be used in
accordance with the agreement. The balance in the IDF fond has heen kept under separate account
head titled as Interest Differential Fund - KFW and shown as a liability. The total fund accumulated
as on 31.03.2012 is <'52.0lcrore (as on 31.03.20llZ49.0lcrore), after adjusting the exchange loss of
Z0.98 crore (as on 31.03.2011Zl5.74 crore).
11. Foreign currency liabilities not hedged by a derivative instrument or otherwise:-

Liabilities Ill Foreign Amount (in millions)


Currencies 31.03.2012 31.03.2011
USD 392.49 381.76
EURO 24.73 26.66
JPY 41,643.20
.. ..
42,55 J.04 I\•,;;. '

5
613
--
12. (a) Asset under finance lease after 0l.04.2001;
.

(i) The gross investment in the leased assets and the present value of the minimum value receivable
at the balance sheet date and the value of unearned financial income are given in the table below:

The future lease rentals are given below:-


(<in crore)
Particulars As on As on
31.03.2012 31.03.2011
Total of future minimum lease payments (Gross 571.09 54 l. l 9
Investments)
Present value of lease payments 326.58 355.96
Unearned finance income 244.51 185.23
Maturity profile of total of future minimum lease
iayments (Gross Investment)
Not later than one year 70.77 77.99
Later than one year and not later than 5 years 172.61 246.56
Later than five years 327.71 216.64
Total 571.09 541.19
Break up of present value of lease payments
Not later than one year 4 l.51 43.28
Later than one year and not later than 5 years 90.75 155. l 9
Later than five years 194.32 157.49
Total 326.58 355.96

(ii) The Company had sanctioned an amount of (88.90 crore in the year 2004 as finance lease for
financing wind turbine generator (conunissioned on 19.07.2004). The sanction was reduced to'<'
88.85 crore in December 2006. The gross investmynt stood at the level of (32.06 crore as on
3 l.03.2012. The lease rent is to be recovered within a period of 15 Years, starting from
19.07.2004, which comprises of 10 years as a primary period and 5 years as a secondary period.

(iii) The Company had sanctioned an amount of< 98.44 crore in the year 2004 as finance lease for
financing wind turbine generator (commissioned on 18.5.2004). The gross investment stood at
(32.87 crore as on 3 l.03.2012. The lease rent is to be recovered within a period of 20 years,
starting from 18.05.2004, which comprises of 10 years as a primary period and a maximum of
another I 0 years as a ~econdary period.

(iv) The Company had sanctioned an amoimt of (93.51 crore in the year 2004 as finance lease for
financing wind turbine generator (commissioned on 09.06.2005). The gross investment stood at
(49.94 crore as on 3 l.03.2012. The lease rent is to be recovered within a period of 19 years 11
months, starting from 09.06.2005, which comprises of 10 years as a primary period and a
maximum of 9 years and 11 months as a secondary period.

(v) The Company had sanctioned an amount of (228.94 crore in the year 2008 as finance lease for
financing wind turbine generator. The gross investment stood at (456.23 crore as on 31.03.2012.
The lease rent is to be recovered within a period of 25 years, starting from 01.01.2012, which
comprises of 18 years as a primary period and a maximum of7 years as a secondary period.

b) Operating Lease:
-
The Company's operating leases consists:7· "\t,:"
,

6
614
Premises for offices and for residential use of employees arc lease arrangements, and are usually
renewable on mutually agreed terms, and arc cancellable. ·Rent for residential accommodation of
employees include Z6.55 crore (during FY ended 31.03.20 l l Z6.89 crore) towards lease payments,
net of recoveries in respect of premises for residential use of employees. Lease payments in respect
of premises for employees are shown as rent for residential accommodation of employees in Note
Part A 15 - Employee Benefit Expenses. Lease payments in respect of premises for offices are
shown as office rent in Note Part /\. 15 - Emjlloyee Benefit Expenses.
13. Subsidy uncler Accelerated Generation & Supply Programme (AG&SP):

(i) The Company claimed subsidy from Govt. of India at net present value calculated at indicative
interest rates in accordance with the GOJ's letter vide D.O.No.32024 I 17 I 97 - PFC elated
23.09 ..1997 and O.M.No.32024 I 23 I 2001 - PFC elated 07.03.2003, irrespective of the actual
r'epayment schedule, moratorium period and duration of repayment. The amount of interest
subsidy received and to be passed on to the borrower is retained as Interest Subsidy Fund
Account. The impact of differerice between the indicative rate and period considered at the time
of claims and at the time of actual disbursement can be ascertained only after the encl of the
respective schemes. However on the basis of the projections made for each project (based upon
certain assumptions that these would 'remain same over the projected period of each loan I
project), the Company estimated the net excess amount ofZ5.12 crore and Z249.9lcrore as at
31.03.2012 for IX and X Plan, respectively under AG&SP schemes, and there is no shortfall.
This net excess amount is worked out on overall basis and not on individual basis and may vary
clue to change in assumptions, if any, during the projected period such as changes Ill
.
moratorium period, repayment period, loan restructuring, pre-payment, interest rate reset etc .
Any excess I shortfall in the interest subsidy fund will be refunded or adjusted I charged off on
completion of the respective scheme.

.z
(ii) The amount of 376.2 l crore (as on 31.03.20ll Z 451.87 crore) under the head Interest
Subsidy Fund, represents the amount of subsidy received from Ministty of Power, Govt. of
India which is to be passed on to the borrowers against their interest liability arising in future,
under Accelerated Generation & Supply Programme (/\.G&SP), which comprises of the
following : -

(Zin crore)
As on As on
Particulars 31.03.2012 31.03.2011
Opening balance of Interest Subsidy Fund 451.87 663.49
Acid : - Recei vecl during the period -- --
: - Interest credited during the period 36.01 56.22
- Refund by the borrower clue to non - commissioning 17.65
of project in time

Less: Interest subsidy passed on to borrowers 77.67 117.84


Refunded to MoP:
(a) Estimated net excess against IX Plan 34.00 150.00
(b) Due to non- commissioning of Project in time 17.65 --

Closin!! balance of interest subsiclv fund 376.21 451.87


.. '·· .

'
7
Yq. .
615
14. Pursuant to the notification GSRNo.914 (E) dated 29.12,201 l issued by the Government of India,
Ministry of Corporate Affairs amending Accounting· Standard (AS) l l -The Effects of Changes in
Foreign Exchange Rates, the Company has exercised the option under 46A of the amended AS 11
and changed the accounting policy to amortize the exchange differences on the long term foreign
currency monetary items over the tenure. Consequently, as on 31.03.2012, <'515.41 crore has been
carried forward in the Foreign Exchange Monetary ltern Translation Difference Account.

Had the Company followed the earlier practice of accounting of exchange differences, the net profit
for the year ended 31.03.2012 would have been lower by <'352.53 crore (net of taxes).

Refer footnote 1 of NOTE - Part A- 2 (Reserves & Surplus) of Regrouped Accounts.


15. (i) The Company has been designated as the Nodal Agency for operationalisation .mid associated
service for implementation of the Re-structured Accelerated Power Development and Reforms
Programme (R-APDRP) during XI Plan by lheMoP, Go! under it's overall guidance.

Projects under the scheme are being taken up in two parts. Part - A includes the projects for
establishment of baseline data and IT applications for energy accounting as well as IT based
customer care centers. Part - B includes regular distribution strengthening projects. Go! provides
100% loan for Part A and up to 25% (up to 90% for special category States) loan for Part - B.
Balance funds for Part - B projects can be raised by the utilities from PFC I REC I multi-lateral
institutions and I or own resources. The loans under Part - A along with interest thereon is
convertible into grant as per R - APDRP guidelines. Similarly, up to 50% (up to 90% for special
category states) of the loan against Part -B project would be convertible in to grant as per R -
A PD RP guidelines. Enabling activities of the programme covered under Part - C.

The loans under R - APDRP are routed through the Company for disbursement to the eligible
utilities. The amount so disbursed but not converted in to grants as per R - APDRP guidelines
will be repaid along with interest to the Gol on receipt from the borrowers.
The details arc famished below :

CZ in ctore)
Amount recoverable Amount payable to GOI
from borrowers & R -APDRP Fund {Interest earned on Fixed
Particulars payable to GOI Deposit)
As at As at As at As at As at As at
31.03.2012 31.03.2011 31.03.2012 31.03.2011 31.03.2012 31.03.2011
Opening
balance 3902.88 1,646.09 0.00 0.00 6.88 0.11
Additions
during the
year 1600.00 2256.79 1600.00 2256.79 4.17 6.29
Disbursement
s I changes
during the
year i ' 1600.00 2256.79 '·

Total 5502.88 3902.88 0.00 0.00 11.05 6.40 ••• i


)< "
8
616
-
Interest
accrued but
not due 775.24 413.0i 0.04 0.48
Closing
balance
~.
6278.12 4315.89 0.00 0.00 11.09 6.88

(ii) As on 31.03.20 l 2, the total amount of nodal agency fee and reimbursement of expenditure
received I receivable by PFC has been as under:-

--- CZ in crore)
During the FY Cumulative up-to
ended 31.03.2012 31.03.2012 31.03.2011
Nodal agency fee* 39.15 128.77 89.62

Reimbursement of expenditure 22.66 61.86 39.20

Total 61.81 190.63 128.82


*Exclusive of Service Tax

(iii) As per Office Memorandum No. 14 I 03 I 2008 - APDRP dated 201h August, 2010 of the
MoP, GoI, the total amount receivable against the nodal agency fee plus the reimbursement
of actual expenditure will not exceed Z 850 crore or 1.7 % of the likely outlay under Part A
& B of R - APDRP, whichever is less.

16. The net deferred tax liabilities ofZ86.75 crore (as on 31.03.201 IZ82.90 crore) have been computed
as per Accounting Standard.22 Accounting for Taxes on Income.

The breakup of deferred tax liabilities is given below: -


(Z in crore)
As on J\s on
Description
31.03.2012 31.03.2011
(a) Deferred Tax Asset (+)
(i) Provision for expenses not deductible under 16.49 18.02
-Income Tax Act
(ii) Preliminary expenses written off and brought forward losses 0.73 0.07
(b) Deferred Tax Liabilities(-)
(i) Depreciation -1.0 I -0.44
(ii) Lease income on new leases -101:58 -99.69
(iii) Amortization -l .38 -0.86
Net Deferred Tax liabilities (-)/Assets(+) -86.75 -82.90

-
,

9
617
17. In compliance with Accounting Standard - 20 on Earning Per Share issued by the Institute of
Chartered Accountants of India, the calculation of Earning Per Share (basic and diluted) is as under:-
~-
··-----~--

FY ended· Previous
Particulars J l.03.2012 year
--- 31.03.2011
Net Profit after tax used as numerator (Z in crore) 3,058.85 2,647.12
-
Weighted average number of equity shares used as
denominator (basic & diluted) 129,50,00,707 114,77,66,700

Earning per share (basic & diluted) (Z) 23.62 23.06

Face value per share (Z) IO IO

18. The Company has no outstanding liability towards Micro, Small and Medimp enterprises.
19. Leasehold land is not amortized, as it is a perpetual lease.
20. Liabilities and assets denominated in foreign currency have generally been translated at Tr selling
rate of SB! at year end as given below: -

S. No. Exchange Rates 31.03.2012 31.03.2011


l USD/ INR 51.5300 45.1400
2 JPY /INR 0.6318 0.5484
3 EURO/INR 69.0500 63.9900

In-case of specific provision in the loan agreement for a rate other than SBI TT selling rate, the rate
has been taken as prescribed in the respective loan agreement.
21. During the period, the Company has made Follow on Public Offer (FPO) through book building
process of 229,553,340 number of equity shares of Z I 0/- each. The FPO comprised of fresh issue of
172, 165,005 equity shares ofZ I Of- each by the Company and an offer for sale of 57,388,335 equity
shares ofZIO/- each by the President oflndia acting through the Ministry of Power, Government of
India. The equity shares have been priced at Z 203.00 per equity share for qualified institutional
bidders and non-institutional bidders and at Z 192.85 per equity shares (5% of discount on Z 203.00)
for retail individual bidders and eligible employees. The Company has raised Z 3,433.65 crore from
issue of fresh shares to the public. Post issue, the holding of Government of India in the paid up
equity share capital of the Company has come down from 89.78% to 73.72%.The equity shares
offered to the public including equity shares offered for sale by the Government of India have been
allotted on 24.05.2011 and have been listed in the National Stock Exchange (NSE) and the Bombay
Stock Exchange (BSE) on 27.05.2011.Accordingly, issued and paid up share capital has increased
from Z 1147.77 crore to Zl319.93 crore and an amount ofZ3,241.57 crore (net of issue expenses of
Z 19 .91) has been taken to securities Premium Reserve.The proceeds of the issue (net of issue
expenses) have been utilized folly for the purpose mentioned in the offer document.
22. (i) The Company has made a public issue of 470,722 number of infrastructure bonds (secured) at the
face value of Z5,000I- each aggregating to Z 235.36crore. The bonds have been allotted on
31.03.2011 and have been listed in the Bombay Stock Exchange (BSE) on 11.04.2011. The
proceeds of the bond issue have been utilized for the purpose mentioned in the offer document.

(ii) The Company has made a public issue of 1,91,284 number of infrastructure bonds (secured) at
the face value ofZ 5,0001- each aggregating to Z 95.64 crore during the current year. The bonds
have been allotted on 21.11.2011 and have been listed in the Bombay Stock Exchange (BSE) on
02.12.2011. The proceeds of the bond issue have been utilized for the purpose mentioned in the
offer document.

(iii)The Company has made public issue of 40,33,1300 number of tax free bonds (seemed) at the
face value of Z 1,000 each aggregating to Z 4,033.13 crore during the current finan&ial year.
.

~,*
.
<

10

618
~~~~~~~~~~~~~~~~~~~~~--~~~~~~-~-~~~~~~~~~~~~~

The Bonds have been allotted on 01.02.2012 and have been listed in the BSE on 14.02.2012.
The proceeds of the bond issi1e have bern utilized for the purpose mentioned in the offer
document.

23. Disclosures as per Accounting Standard-IS:-


A. Provident fund
The Company pays fixed contribution to provident fond at prescribed rates to a separate trust, which
invests the funds in pennittccl securities. The contribution to the fund for the period is recognized as
expense and is charged to the profit and loss account. The obligation of the Company is to make
such fixed contribution and to ensure a minimum rate of return to the members as specified by Gol.
Any short .fall for payment of interest to members as per specified rate of return has to be
compensated by the Company. The Company estimates that no liability will take place in this regard
in the near foture and hence no fu1ther provision is considered necessary.

B. Gratuity

The Company has a defined gratuity scheme and is managed by a separate trust. The provision for
the same has been made on actuarial valuation based upon total number of 'years of service rendered
by the employee subject to a maximum amount ofZlO lakh.

C. Post Retirement Medical Scheme (PRJ.VfS)

The Company has Post-Retirement Medical Scheme (PRMS), under which retired employees and
the dependent family member share provided medical facilities in empanelled hospitals. They can
also avail of reimbursement of out-patient treatment subject to a ceiling fixed by the Company.

D. Terminal Benefits
Tenninal benefits include settlement in home town for employees & their dependents.

E. Leave
The Company provides for earned leave benefit and half-pay leave to the credit of the employees,
which accrue on half yearly basis@ 15 days and 10 days, respectively. 75% of the earned leave is
encashable while in service and a maximum of 300 clays earned leave can be accumulated, which is
encashable on superannuation I separation. Half pay leave is encashable on separation after 10 years
of service or at the time of superannuation subject to a inaximum of 300 days. The liability for the
same is recognized, based on actuarial valuation.

The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of
actuarial valuation.
The summarised position of various defined benefits recognized in the profit and loss account,
balance sheet are as under "{Figures in brackets () represents to as on 31.03.2011}

i)Expenses recognised in Profit and Loss Account


(Zin crore)
Gratuity PRMS Leave

Current service cost 0.99 0.29 1.57


(0.92) (0.26) (1.73)
Interest cost on benefit obligation 1.08 0.61 1.31
(0.84) (0.49) (0.96)
Expected return on plan assets -0.94 0.00 0.00
(-0.69) (0.00) (0.00)
Net actuarial (gain) I loss recognised in the -0.49 0.60 0.46
year (0.65) ( 0.17) (0.65) '>\,l\
J - 1':";""

11
619
Expenses recognised in Profit & Loss Account *0.64 1.50 *3.34
( 1.72) (0.92) (3.34)

(*)Includes if0.13 crorc (as on 3\.03.20llif0.l0 crore) and Z0.30 crore (as on 3l.03.20llif0.15
crore) and if 0.13 crore (as on 31.03.201 l ZNil crore) for gratuity, leave and PRMS respectively
allocated to subsidiary companies.

ii) The amount recognized in the Balance Sheet


(if in crorc)
Gratuity PRL\llS Leave
Present value of obligation as at 31.03.2012 (i) 14.03 8.33 17.74
(12.69) (7.13) (15.47)
Fair value of plan assets at 3l.03.2012 (ii) 12.95 0.00 0.00
(10.57) (0.00) (0.00)
-
Difference (ii) - (i) -1.08 -8.33 -17.74
(-2.12) (-7.13) (-15.47)
Net asset I (liability) recognized in the Balance -1.08 -8.33 -17.74
Sheet (-l.72) (-7.13) (-15.47)

iii) Changes in the present value of the defined benefit obligations


(if in crore)
Gratuity PRLv!S Leave
'
Present value of obligation as at 01.04.2011 12.69 7.13 15.47
(l l.18) (6.44) ( 12.84)
Interest cost l.08 0.61 1.31

(0.84) (0.49) (0.96)
Current service cost 0.99 0.29 l.57
(0.92) (0.26) (l.73)
Benefits paid -0.40 -0.30 -1.07
(-1.04) (-0.23) (-0.71)
Net actuarial (gain)/loss on obligation -0.33 0.60 0.46
(0.79) (0.17) (0.65)
Present value of the defined benefit obligation 14.03 8.33 17.74
as at 31.03.2012 (12.69) (7.13) (15.47)

iv) Changes in the fair value of plan assets


(if in crore)
Gratuity PRMS Leave
Fair value of plan assets as at 01.04.2011 10.57 0.00 0.00
(7.92) (0.00) (0.00)
Expected return on plan assets 0.94 0.00 0.00
(0.69) (0.00) (0.00)
Contributions by employer 1.68 0.00 0.00
(2.86) (0.00) (0.00)
Benefit paid -0.40 0.00 0.00
(-1.04) (0.00) (0.00)
Actuarial gain I (loss) 0.16 0.00 0.00
(0.14) (0.00) (0.00)
Fair value of plan assets as at 31.03.2012 12.95 0.00 0.00
' (10.57) (0.00) (0.00) -\~,
> . I·---"

12
620
v) One percent increase I decrease in the inflation rate would impact liability for medical cost of
PRMS, as under:-

Cost increase by 1% Z 0.09 crore


Cost decrease by 1% Z 0.05 crore

vi) During the period, the Company has provided liability towards contribution to the Gratuity Trust
ofZ0.64 crore, to PIUvlS ofZl.50 crore, to leave Z3.34 crore and to pension Z2.54 crore (dui·ing
the FY ended 31.03.2011 towards contribution to the Gratuity Trust of Zl.79 crore, to PRlvlS of
Z0.92 crore, to leave Z3.34 crore and to pension Z2.28 crore).

F. Other Employee Benefits:-

During the period, provision ofZ-0.0lcrore (during the FY ended 3 l .03.201 lZ-0.03 crore) has been
made for Economic Rehabilitation Scheme for Employees and provision of Z0.58 crore has been
made for Long Service Award for Employees (during the FY ended 3 l.03.2011 Z0.65 crore) on the
basis of actuarial valuation made at the end of the year by charging I crediting the profit and loss
account.

G. Details of the Plan Asset:-

The details of the plan assets at cost, as on 31.03.2012 are as follows:-


(Zin crore)
SL Particulars FY ended FY ended
31.03.2012 31.03.2011
i) Government Securities 7.83 6.33
ii) Corporate bonds I debentures 5.12 4.24
Total 12.95 l0.57

H. Actuarial assumptions

Principal assumptions used for actuarial valuation are:-

Method used Projected Unit Credit Method


Discount rate 8.50 %
Expected rate of teturn on assets - Gratuity 8.92 %
.Future salary increase 6.00%

The estimates of future salary increases considered in actuarial valuation, take into account of
inflation, seniority, promotion and other relevant factors, such as supply and demand in the
employment market.
24.1 Details of provision as required iii Accounting Standard - 29.
(Zin crore)
Particulars FY FY
. 2011-12 2010-11
Post-Retirement Medical Scheme

Opening Balance 7.13 6.44


Addition during the year l.50 0.92
Amount paid I utilized during the period 0.30 0.23
Closing Balance 8.33 7.13

Gratuitv
7
' 1··,<~~1
i•
13
621

Opening Balance ·-·-·--
1.72 2.76
Addition during the year 0.64 1.79
Amount paid I utilized during the period 1.72 2.83
Closing Balance .
0.64 1.72
- ~--

----
Pension* -

Opening Balance 4.06 1.78


Addition during the period 2.54 2.28
Amount paid I utilized during the year 0.00 0.00
Closing Balance 6.60 4.06

Leave Encashment

Opening Balance -
15.47 12.84
Addition during the period 3.34 3.34
Amount paid I utilized during the year l.07 0.71
Closing Balance 17.74 15.47

·wage Revision

Opening Balance 0.00 6.20


Addition during the period 0.00 0.71
Amount paid I utilized during the year 0.00 6.91
Closing Balance 0.00 0.00

Economic Rehabilitation Scheme for


Employee
Opening Balance l.26 1.31
Addition during the period -0.01 -0.03
Amount paid I utilized during the year 0.01 0.02
Closing Balance 1.24 1.26

Bonus I Incentive I Base line


Compensation
Opening Balance 24.52 16.33
Addition duririg the period 17.73 17.78
Amount paid/ utilized during the period 15.93 9.59
Closing Balance 26.32 24.52

Bairn:age Allowances

Opening Balance 0.05 0.05


Addition during the period 0.02 0.00
Amount paid I utilized during the period 0.00 0.00
Closing Balance 0.07 0.05

Service Award
Opening Balance 2.75 2.10
Addition during the year ~ 0.58 0.65 .
Amount paid/ utilized during the period 0.00 0.00 ··,i~,
Closing Balance 3.33 2.75
.

14
622
~-
·--·
--
Income Tax
Opening Balance 2,215.13 - 1,337.29
Addition during the period (including 1,075.78 898.99
interest Z 4.90crore u/s 234C)
Amount refunded I adjusted (l,290.08) 21.15
Closing Balance 2,000.83 2215.13

Fringe Benefit Tax -


Opening Balance 0.80 0.80
Addition during the year 0.00 0.00
Amount adjusted during the period 0.80 0.00
Closing Balance 0.00 0.80

l'ronosed Final Dividend


Opening Ba.lance 197.99 172. l 7
Addition during the period 132.00 197.99
Amount paid I utilized during the period 197.99 172.17
Closing Balance 132.00 197.99

Pronosed Coroorate Dividend Tax


Opening Balance 32.12 29.26
Addition during the year 21.41 32.12
Amount paid I utilized during the period 32.12 29.26
Closing Balance 21.41 32.12

* Pension~ The Company provides for defined contribution pension scheme introduced in line with
guidelines of the Department of Public Enterprise (DPE).
24.2 The Company has fonnulated a Corporate Social Responsibility (CSR) policy in line with the
Guidelines on Corporate Social Responsibility for Central Public Sector Enterprises issued by the
Ministry of Heavy Industries and Public Enterprises (Department of Public Enterprises) vide Office
Memorandum F.No.15(3)/2007 -DPE(GM)-GL-99 dated 09.04.2010.

As per the CSR policy approved by the Company, a minimum of 0.5% of the profit after tax of the
previous year will be allocated every financial year for CSR Activities. Accordingly, an amount of
Zl3.24crore was provided for during the year ended 31.03.2012 (previous year Zl 1.89 crore).

As at 31.03.2012, an amount of Z32.22 crore has been sanctioned by the Company against CSR
expenditure for various projects out of which an amount of Z2 l.33 crore has been disbursed till
31.03.2012.
25. (i) Income on account of premium on premature repayment of loan, Income under the head,
upfront fees, lead manager fees, facility agent fees, security agent fee and service charges etc.
on loans was earlier accounted for in the year in which it was received by the Company. The
Company has changed the accounting policy of recognit.ion of all such income from cash basis
to accrual basis in the financial year 2011-12.

Due to change in the accounting policy this year, the income on account of the above for the
year is higher by Z 0.23 crore. (Z0.23 crore relates to the year 2010-11 and received in 2011-
12).

(ii) Accounting policy under Para 6 regarding Provision has been realigned to prude11Jial n01ms I
interpretation of prudential norms of the Company. Since the amendment is rdJ~nment I
clarificatory in nature, there is noJinancial impact. / '«·

15
623
26. (i) During the year, the Company has sent letters seeking confirmation of balances as on
31.12.2011 to the borrowers. However, continnations in a few cases were yet to be received.

(ii) Some of the designated bank accounts opened for making interest payment to bondholders I
debenture holders have outstanding balance of Z 0.47crore are subject to reconciliation I
confirmation.

(iii) There are no unpaid/ unclaimed bonds, interests on bonds and dividends, which are over
7 years as on 31.03.2012 (pr~vious year Z Nil).

27. Details of dues to micro and small enterprises as defined under the JVISMED Act, 2006, in respect of
one of the subsidiary company PFCCL as disclosed in the financial statement of PFCCL is as under:
(Zin crore)
2011-12 2010-11
The principal a111ount and the interest cltte thereon retnaining
unpaid to any supplier as at theend of each accounting year
- Principal amount due to micro and small enterprise 0.28
- interest due on above
The amount of interest paid by the Company along with the
amounts of the payment made to the supplier beyond the
annointed day during the year
The amount of interest due and payable for the year of delay in
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interestspecified
under this ·Act
The amount of interest accrned and remaining unpaid at the end
of the year
The amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest dues as .

above are actually paid to the small enterprise.


28. Sundry Debtors (related to PFCCL) includes an amount ofZ 0.6lcrore which is due for over three
years. Based on correspondence with clients in the recent past in this regard in the opinion of the
management of the subsidiary, the above said debtors are good for recovery hence no provision has
been made for bad and doubtful debts.
29. During the year PFCCL has incorporated a wholly owned subsidiary compames namely
Nagapattinam Madhugiri transmission company limited (incorporated on 20.05.2011). Consequent
to the sdection of successful bidder (M/s Power Grid Corporation of India Limited) as per Tariff
based competitive bidding guidelines for transmission services and guidelines encouragmg
competition in development of transmission project elated 13.04.2006 (as amended from time to
time) and as per issued bidding documents the company was transferred to M/s Power Grid
Corporation of India Limited (Successful bidder) vidc share purchase agreement dated 29.03.2012
by the PFCCL (transferor). After transfer the company ceases to be a subsidiary of PFCCL. Further
as per the Tariff based competitive bidding guidelines for transmission services and guidelines
increasing competition in development of transmission project dated 13.04.2006 (as amended from
time to time) and as per share purchase agreement, the said company was disinvcsted at par.
30. The Company has b~en paying income tax on perquisite to employees in earlier years and till current
year. Pursuant to a decision by the Company, the income tax paid for the current year only has been
recovered from the employees.
31. The value of invoices raised by PFCCL pursuant to execution of contract agreement I issue of letter
of award in respect where of no amount has been received amounted to Z4.2 l crore (previous year Z
7.19 crore has been set off from assets and liabilities respectively. .
32. In opinion of the management the value of current assets loans and advances on realizationin the
ordinary course of business will no,t
,''
be less than the value at which these are stated in the·l3alance
,,
Sheet as at 31.03.2012. ' \> "· ,

624
-----
33. Previous year Figures:

During the year ended 31.03.2012 the revised Schedule VI notified under the companies act 1956
has become applicable to the company. The company has reclassified I regrouped previous year
figures to confirm with current year classificati~]._
34. The Company, its subsidiary and joint venture entities has no exposure to real estate sector as on
31.03.2012.
35. The Company its subsidiary and joint venture does not have more than one reportable segment in
terms of Accounting Standard No. 17 on Segment Reporting.
36. The disclosure requirement in respect of subsidiary companies and Joint Venture entities has been
disclosed to the extent available from their audited accounts.
37. Figures have been rounded off to the nearest crore of rupees with two decimals.
.

Notes at Part A (A 1 to A 18), Part Band Part C form an integral part of Balance Sheet.and.Statement
of Profit & Loss.

17
625
~

FY 2010-11
PA.RTC
Notes on Accounts to Consolidated Financial Statements
I. The Company is a government compa;iy engaged in-· extending financial assistm~cc to power
sector.
------~-·--··

2.
The consolidated financial statements represent consolidation of accounts of the company
(Power Finance Corporation Limited), its subsidiary company, joint venture entities and
associate company as detailed below:-

Name of the subsidiary company Country of Proportion of Status of


/joint venture entities and incorporation shareholdings as on accounts &
associate company accounting
period

31.03.2011 31.03.2010

subsidiary company

PFC Consulting Limited India 100% 100% Audited ·


Accounts
from
01.04.2010
to 31.03.2011
Joint Venture entities
National Power Exchange Limited India 16.66% 16.66% Audited
Accounts
from
01.04.2010
to 31.03.2011

Audited
Energy Efficiency Services India· 25% 25% Accounts
Limited from
01.04.2010
to 31.03.2011

Associate Comnany
Audited
Power Equity Capital Advisors India 30% 30% Accounts
Pri vale Limited. from
01.04.2010
to 31.03.2011

2.1 Power Finance Corporation Green Energy Ltd. (PFCGEL) has been incorporated as a
wholly owned subsidiary of the Company to extend finance and financial services to
· promote green (renewable and non-conventional sources of) energy with authorized share
capital of Rs. 1200.00 crores and subscribed share capital of Rs. 0.05 crores. The certificate
of commencement of btisiness is awaited. The subsidiary's financial statement is not
consolidated, as the first financial year of the subsidiary has been decided by its B.oard of
directors to be for the period from 30.03.2011 to 31.03.2012. ...
,
2.2 The financial statements of subsidiaries (incorporated in India) as mentioned
. beldw· are not
'ii."
626
consolidated in terms of paragraph 11 of Accounting Standard-21 which states that a
subsidiary should be excluded from consolidation when control is intended to be temporary
because the subsidiary is acquired and held exclusively with a view to its subsequent
disposal to successful bidder on completion of the bidding process:-

SI Name of the Company Proportion of Shareholding as on


No.
31.03.2011 31.03.2010
Subsidiarv Comnanics:
l. Coastal Maharashtra Mega Power Limited 100% 100%
2. Orissa Integrated Power Limited 100% 100%
3. Coastal Karnataka Power Limited 100% 100%

4. Coastal Tamil Nadu Power Limited 100% 100%

5. Chhattisgarh Surguja Power Ltd. 100% 100%


(previously known as Akaltara Power
Limited)
6. Sakhigopal Integrated Power Limited 100% 100%
-
7. Ghogarpalli Integrated Power Limited 100% 100%

8. Tatiya Andhra Mega Power Limited 100% 100%

The above subsidiary companies were incorporated as special purpose vehicle (SPVs) under
the mandate from Government of India (GOI) for development of ultra mega power
projects (UMPPs) and independent transmission projects (ITPs) with the intention to hand
over them to successful bidder on completion of the bidding process. The Financial
Statements of these subsidiaries are attached as required under Section 212 of the
Companies Act, 1956 .

The name of Bokaro-Kodarma Maithan Transmission Company Limited has been strnck off ·
by the Registrar of Companies in the month of January 2011. Accordingly, a provision of
Rs. 0.05 crore made against equity investment in the company has been reversed.

2.2 The Company promoted and acquired the shares at face value in the subsidiary companies.
Therefore, goodwill or capital reserve did not arise.
3. Contingent liabilities:

(i) Default guarantees issued by the Company in foreign currency :

a) EURO 0.355 million equivalents to Rs. 2.27 crore (previous year EURO 0.710 million
equivalents to Rs. 4.35 crore).

b) US $ 14.34 million equivalent to Rs. 64.75 crore (previous year US $ 17 .745 million
equivalent to Rs. 80.88 crore).
(ii) Default guarantee issued by the Company in Indian Rupee: Rs. 400 crore (previous year Rs.
400.00 crore).
(iii) Bank guarantee issued by the Company in Indian Rupee: Rs. 50.04 crore (previous year Rs
0.04 crore).
(iv) The additional demand raised by Income Tax Department of Rs. 9.24 crore, Rs 0.57crs, Rs.
0.03 crore and Rs. 4.48 crs. for Assessment Years 2005-06, 2006-07, 2007-08 and 2008-09
respectively are being contested. The management does not consider it necessary to make
any provision, as the probabilitf of outflow ofresourccs is negligible. . ~~- .. ·
2 }~~~
627
---- . .

·--·-
(v) Claims against the Company not acknowledged as debts are Rs. 7.80 crorc (previous year
Rs. 7 .80 crore).
(vi) Outstanding disbursement commitments to the borrowers by way of Letter of Comfmi
issued against loans sanctioned, Rs. 5,758.02 crore as at 31.03.201 l (previous year Rs.
3,414.21 crore).
(vii) Other contingent liabilities of Rs. 0.0 I crore (previous year Nil) in case of jointly controlled
entity.
4. Estimated amount of contract remaining to be executed on account of capital contracts, not
provided for, is Rs. 3. 70 crore (previous year Rs. 12.98 crore). Share of capital commitment in
jointly controlled entities is Rs. Nil (previous year Rs. Nil).
5. Additional demands raised by the Income Tax Depmiment (net of relief granted by Appellate
Authorities) amounting to Rs. 22.58 crore for Assessment Year 200 l-02 to 2008-09 were paid,
provided for and arc being contested.
6. A project under implementation having principal outstanding of Rs. 700.00 crore (previous year
Rs. 325.00 crorc) has been considered as standard asset in terms of RBI circular No.
DBS.FID.No.C - l l I 01.02.00 I 2001-02 dated 01.02.2002 read with 0.0. letter DBS.FID
No.1285 I 01.02.00 I 200 l-02 dated 14.05.2002 (thereby treating the asset as standard till June,
2008), RBI letter no. DBOD, BP.No.7675 I 21.04.048 I 2008-09 dated l l .11.2008 (which inter-
alia advised that the date of commencement of commercial operation (DCCO) be treated as
31.03.2009), RBI circular no. DBOD. BP. BC. 85 I 21.04.048 I 2009 -l 0 dated 31.03.2010 and
RBI letter no. DBOD. No. BP. No. 11505 I 21.04.048 I 2010-11dated-21.01.2011. (which inter-
alia enables that the said asset can be retained as standard asset, if the DCCO is re-fixed within
the period of 3 years i'rom the commercial operation of 31.03.2009 provided the change in
DCCO is due to reasons beyond control of the promoter and subject to compliance of certain
provisions).

Accordingly, in terms of the RBI circular no. DBOD. No. BP. BC. 85 I 21.04.048 I 2009 -10
dated 31.03.20 l 0, the Company has made a provision of Rs. 2.80 crore at the rate of 0.40% of
the outstanding amount of- Rs. 700 crore during the year. However, the Company recognizes
interest on this loan on receipt basis in terms of the accounting policy and as per prndential
norms approved by the MoP.

The Company has approved and finalized amendments to the Financial Realignment Plan
(FRP).As per FRP, the Project Company is to issue Zero Coupon Bonds (ZCB) (towards
interest outstanding for the period from 01.10.200 l to 31.10.2005) valuing Rs. 103.87 crore.
During the FY 2010-l l, an amount of Rs. 120.81 crore (including the dues of previous year of
Rs. 23.12 crore and the guarantee fee of Rs. 4.60 crore for the current year) became due on the
loan as per FRP, out of which Rs. 74.74 crore were received and accounted for as per the
accounting policy. The balance of Rs. 46.07 crore being interest and guarantee fee due up to
31.03.2011 and Rs.103.87 crore against ZCB have not been recognized, as per the accounting
policy.
7. During the year, one borrower had made premature repayment of loan of Rs. 497.92 crore with
payment of Rs. l 0.99 crore towards prepayment premium. As per the terms and conditions of
the loans I prepayment policy of the company, the demand for balance prepayment premium of
Rs. I 0.79 crores was sent to the borrower, which they have disputed and have not paid. Hence
the same has not been accounted for.
8. Interest Subsidy of Rs. 17.65 crore under Accelerated Generation & Supply Programme
(AG&SP) along with interest upto 31'1 March, 2011 amounting to Rs.26.78 crore (previous year
Rs. 24.67 crore), became recoverable in respect of one project, as the project was not completed
till 31.03.2007 and the subsidy was withdrawn by the MoP. The amount of Rs. 26.78 crore
(previous year Rs.24.67 crore) is payable to the MoP on receipt from the borrower. ·~
'
9. !'', ,'~--,,( ,'

The company creates Debenture Redemption Reserve (ORR) upto 50% of the value Jif'i56nds ; j
3
628
debentures issued through public issue, during the maturity period of such bonds I debentures.
Accordingly, during the year the company has created DRR amounting to Rs. 0.06 crore
(previous year Nil) on account of public issue of long term infrastructure bonds.

The Company is not required to create Debenture redemption reserve in case of privately placed
debentures as per circular No. 61. JI 200 I - CL.V dated 18.04.2002 of the Government of India,
Ministry of Law, Justice Company Affairs, Department of Company Affairs ..

The Company is not required to maintain reserve fund under section 45 - I C of the Reserve
Bank of India Act, 1934 by transferring 20 percent of its net profits, as it is exempted by Rl3l,
vide RBI letter dated 24.01.2000.
10.I Related party disclosures:

Key managerial personnel:

Nnn1c of the kev 1nanae:erial personnel

Shri Satnam Singh, CMD (with effect from 01.08.2008)


Shri M K Goel, Director (with effect from 27.07.2001)
Shri Rajeev Shanna, Director (with effect from 09.03.20092
Shri R. Nagarajan, Director (with effect from 31.07.2009)
Subsidiary company
Shri ND Tyagi, CEO of PFC Consulting Limited.
Joint Ventures entities
Shri R. S. Sharma, Chairman of Energy Efficiency Services Limited
Shri I. J. Kapoor, Chairman ofNational Power Exchange Limited

Managerial remuneration:
(Rs. in crore)
Chairman & Managing Other Directors and CEO
Director
For year For the For the For the
ended year end.ed year ended year ended
31.03.2011 3 l.03.10 3l.03.2011 3 l.03.10
Salaries and allowances 0.23 0.27 1.00 0.50
Contribution to provident 0.02 0.02 0.05 0.04
fund and other welfare fund
Other perquisites I payments 0.13 0.18 0.38 0.38
Total 0.38 0.47 1.43 1.62

In addition to the above perquisites, the Chairman & Managing Director and other Directors
have been allowed to use staff car including private journey up to a ceiling of 1000 krns per
month on payment of Rs. 780/- per month. . .
.

4
629
10.2 The details of amount recoverable (including interest thereon) from the respective subsidiaries
are given below:
(Rs. in crore)
Name of the Subsidiary Companies Amount as Amount as Maximum Maximum
on on during the During the
I 3 \.03.20 l l 31.03.20 l 0 period previous
year· -
Coastal Maharashtra Mega Power 4.88 4.28 4.95 4.28
Limited
Orissa Integrated Power Limited 58.40 13.67 58.40 13.67
Coastal Kamataka Power Limited 2.08 l.83 2.11 l.83
Coastal Tamil Nadu Power Ltd. 18.74 1 l.17 18.74 l l.17
Chhattisgarh Surguja Power Ltd. 41.05 33.08 41.05 33.08
Sakhigopal Integrated Power Limited 0.65 0.24 0.65 0.24
Ghogarpalli Integrated Power Limited 0.53 0.24 0.53 0.24
Tatiya Andhra Mega Power Limited 5.40 0.88 5.40 0.88
Power Finance Corporation Green 2.25 0.00 2.25 0.00
Energy Ltd.
Bhopal Dhule Transmission Company 0.00 0.53 0.00 0.53
Limited and Jabalpur Transmission
Company Limited (wholly owned
subsidiary of PFC Consulting Ltd)
Total 133.98 65.92 134.08 65.92
10.3 The details of amounts payable to subsidiaries (including interest) in respect of amounts
contributed by power procurers and other amounts payable are given below:
(Rs. in crore)
Amount as Amount as Maximum Maximum
on on during the During the
Name of the subsidiary companies
31.03.2011 31.03.20 l 0 period previous
year
Coastal Maharashtra Mega Power 45.65 42.96 45.65 42.96
Limited
.
Orissa Integrated Power Limited 52.47 48.05 52.47 48.05
Coastal Tamil N adu Power Ltd. 50.02 46.88 50.02 46.88
Chhattisgarh Surguja Power Ltd. 46.13 41.96 46.13 41.96
Sakhigopal Integrated Power Limited 17.74 5.15 17.74 5.15
Ghogarpalli Integrated Power Limited 16.52 0.00 16.52 0.00
Tatiya Andhra Mega Power Limited 19.26 0.00 19.26 0.00
Bhopal Dhule Transmission Company 0.00 26.43 0.00 26.43
Limited and Jabalpur Transmission
Company Limited (wholly owned
subsidiary of PFC Consulting Ltd)
Total 247.79 211.43 249.78 211.43
10.4 (i) Investment in "Small is Beautiful" Fund: -

The Company has outstanding investment of Rs. 8.73 crore (previous year Rs. 12.08 crore) in
units of Small is Beautiful Fund. The face value of the Fund is Rs. 10 per unit. The NAV as on
31.03.2010 was Rs. 9.80 per unit and as on 31.03.2011 is Rs. I 0.08 per unit. As investment in
Small is Beautiful Fund is long term investment, the fluctuation in NAV in the cmTent scenario
is considered as temporary .
. (ii) Investment in equity (unquoted) in Power Exchange India Limited:-
Power Exchange India Ltd. (PXIL) l~rs been promoted by National Stock Exchang~·(.NSE) and
National Conunodity and Derivativeil Exchange Limited (NCDEX). The authorized c~,al has
been enhanced from Rs. 50 crore to Rs. 100 crore in September 2010. The paid up 1capital of
·.
5
630
PXIL is Rs. 40.00 crorc, as on 31.03.20 l l. The Company has subscribed Rs. 1.75 crore of the
paid up capital of PXIL. -
11. Interest Differential Fund (IDF) - KFW

The agreement between KFW and PFC provides that the IDF belongs to the borrowers solely
and will be used to cover the exchange risk variations under this loan and any excess will be
used in accordance with the agreement. The balance in the IDF fond has been kept under
separate account head titled as Interest Differential Fund - KFW and shown as a liability. The
total fund accumulated as on 3 l.03.2011 is Rs. 49.01 crorc (previous year Rs. 47.60 crore) after
adjusting the translation loss of Rs. 15.74 crore (previous year Rs. 13.73 en.ire).
12. The Company borrows money in foreign currency to finance power projects. In the opinion
of the Company, AS 16 - Borrowing costs is applicable where funds are borrowed for
acquisition of qualifying asset. The Company does not have any qualifying asset as per AS
16 and hence the foreign exchange gain/ loss have been recognized in the Profit & Loss A/c
as [!er AS 11 - The Effects of Changes in Foreign Exchanoe Rates.
13. (i) Foreign currency liabilities not hedged by a derivative instrument or otherwise:-

-
Amount (in millions)
Currencies
31.03.2011 31.03.2010
USD 381.76 427.43
EURO 26.66 27.63
.TPY 42,551.04 1,590.51

(ii) The company enters into derivative contracts for mitigating exchange rate risk in
. foreign currency liabilities and interest rate risk in foreign currency and rupee
liabilities. Paragraphs 36 and 39 of the AS l l states that in respect of forward
exchange contracts not intended for trading or speculative purpose, the forward
premium I discount be amortised over the life of such contracts and the forward
exchange contracts intended for trading or speculative purpose be marked to market.
The derivatives entered into by the company are in the nature of hedging and not in
the nature of speculative or trading. The derivatives in the nature of forwards are
dealt with in accordance with AS 11.

The Institute of Chartered Accountants of India (!CAI) bad issued an armouncement dated
29th March, 2008 regarding accounting for derivatives which gives companies an option
either to account for losses, if any, on derivatives based on mark to market valuation or to
adopt the principles enunciated in the Accounting Standard (AS) 30 on 'Financial
Instruments: Recognition and Measurements'. The Company has not adopted AS 30, nor
accounted for mark to market losses for other derivatives outstanding as at 3 lst March
2011, as the ICAI, vide their armouncement dated I lth February 2011, have stated, inter-
alia, that AS - 30 is not presently mandatory and that it is not expected to continue in its
present fonn, and hence the announcement prior to the date of I Ith February, 2011, in the
management's view, does not hold good.
14. (a) Asset under finance lease after 01.04.2001:

(i) The gross investment in the leased assets and the present value of the minimum value·
receivable at the balance sheet date and the value of unearned financial income are been given in
the table below:

'
'
'
.

6
631
The future lease rentals are given below:-
(Rs. in erore)
Particulars As on As on
31.03.2011 31.03.10
Total of future minimum lease payments (Gross 54 l. l 9 205.0l
Investments)
Present value of lease payments 355.96 160.63
Unearned finance income 185.23 44.38
Maturity profile of total of future minimum lease
payments (Gross Investment)
Not later than one year 77.99 45.07
Later than one year and not later than 5 years 246.56 156.99
Later than five years 216.64 2.95
Total 541.19 205.01
Break up of Present Value of Lease Payments
Not later than one year 43.28 29.26
Later than one year and not later than 5 years 155.19 128.49
Later than five years 157.49 2.88
Total 355.96 160.63

(ii) The Company had sanctioned an amount of Rs. 88.90 crore in the year 2004 as finance lease
for financing wind turbine generator (commissioned on 19.07.2004) which was reduced to
Rs. 88.85 crore in December 2006. The gross investment stood at the level of Rs. 46.0 I
crore as on 31.03.201 l. The lease rent is to be recovered within a period of 15 Years,
stmiing from 19.07.2004, which comprises of 10 years as a primary period and 5 years as a
secondary period.
(iii) The Company had sanctioned an amount of Rs. 98.44 crorc in the year 2004 as finance lease
for financing wind turbine generator (commissioned on 18.5.2004). · The gross investment
stood at Rs. 48.33 crore as on 31.03.2011. The lease rent is to be recovered within a period
of 20 years, starting from 18.05.2004, which comprises of I 0 years as a primary period and
maximum of another l 0 years as a secondary period.

(iv) The Company had sanctioned an amount of Rs.93.5 l crore in the year 2004 as finance lease
for financing wind turbine generator (commissioned on 09.06.2005). The gross investment
stood at Rs. 65.60 crore as on 31.03.2011. The lease rent is to be recovered within a period
of J9·years 11 months, starting from 09.06.2005, which comprises of 10 years as a primary
period and maximum of 9 years and I I months as a secondary period.

(v) The Company had sanctioned an amount ofRs.228.94 crore in the year 2008 as finance lease
for financing wind turbine generator. The gross investment stood at Rs. 3 8 l.25 crore as on
31.03.2011. The lease rent is to be recovered within a period of 20 years, stmiing from
31.10.20 l 0, which comprises of 12 years as a primary period and maximum of 8 years as a
secondary period.
b) Operating Lease:

The Company's operating leases consists:-

Premises for offices and for residential use of employees are lease arrangements, and are usually
renewable on mutually agreed terms, and are cancellable. Rent for residential accommodation
of employees include Rs. 6.89 crore (previous year Rs. 4.06 crore) towards lease payments, net
of recoveries in respect of premises for residential use of employees. Lease payments in respect
of premises for employees are shown as rent for residential accommodation o~mp)oyees in
Schedule 14 - Personnel, Admitiistration and Other Expenses. Lease pav1l1ents !~':respect of

7
632
·--·---
premises for offices are shown as office rent in Schedule 14 - Personnel, Administration and
Other Expenses.
>-----
15. Subsidy under Accelerated Generation & Supply Programme (AG&SP):

(i) The Company claims subsidy from Govt. of India at net present value calctilated at
indicative interest rates in accordance with the GOI's letter vide D.O.No.32024 / 17 I 97 -
PFC elated 23.09.1997 and O.M.No.32024 / 2312001 - PFC elated 07.03.2003, irrespective
of the actual repayment schedule, moratorium period and duration of repayment. The
amount of interest subsidy received and to be passed on to the borrower is retained as
Interest Subsidy Fund Account. The impact of difference between the indicative rate and
period considered at the time of claims and at the time of actual disbursement can be
ascertained only after the encl of the respective schemes. However on the basis of the
projections made for each project (based upon certain assumptions that these would remain ·
same over the projected period of each loan I project), the Company estimated the net
excess amount of Rs. 35.31 crore and Rs. 229.43 crore (excluding an amount of Rs. 17.65
crore recoverable from Irrigation Department of Government of Maharashtra) as at
31.03.2011 for IX and X plan respectively under AG&SP schemes and there is no shortfall.
This net excess amount is worked out on overall basis and not on individual basis and may
vary clue to change in assumptions, if any, during the projected period such as changes in
moratorium period, repayment period, loan restructuring, pre payment, interest rate reset
etc. Any excess I shortfall in the interest subsidy fund will be refunded or adjusted I
charged off at the completion of the respective scheme.
(ii) The amount of Rs. 451.87 crore (Previous year Rs. 663.49 crore) under the head Interest
Subsidy Fund, represents the amount of subsidy received from Ministry of Power, Govt. of
India which is to be passed on to the borrowers against their interest liability arising in
future, under Accelerated Generation & Supply Programme (AG&SP), which comprises of
the following : -
(Rs.in crore)
As on As on
Particulars 31.03.2011 31.03.2010
Opening balance oflnterest Subsidy Fund 663.49 908.94
Adel - Received during the period -- --
- Interest credited during the period 56.22 80.44

Less: Interest subsidy passed on to borrowers l l 7.84 169.36


Refunded to MoP:
(a) Estimated net excess against IX Plan l50.00 l50.00
(b) Due to non- commissioning of Project in time -- 6.53

Closing balance of interest subsiclv fund 451.87 663.49


16. (i) The Company has been designated as the Nodal Agency for operationalisation and associated
service for implementation of the Re-structured Accelerated Power Development and Reforms
Programme (R-APDRP) during XI plan by the, MoP, Gol under it's overall guidance.Projects
under the scheme are being taken up in two parts. Part - A includes the projects for
establishment of baseline data and IT applications for energy accounting as well as IT based
customer care centers. Part - B includes regular distribution strengthening projects. Gol provides ,.
I 00% loan for Part A and up to 25% (up to 90% for special category States) loan for Pmi - B.
Balance funds for Part - B projects can be raised by the utilities from PFC I REC I multi-lateral
institutions and I or own resources. The loans under Part - A alongwith interest thereon is
convertible into grant as per R - APDRP guidelines. Similarly, upto 50% (up to 90% for special
category states) of the loan against Part -B project would be convertible in to grant as per R -
APDRP guidelines. Enabling activiiies of the progrmne is covered under Part- C.
'.
.
'. ''\p '
The loans undel· R - AP!>RP are routed through the Company for disbm-se»i,ent to the
j' \,
8
633
eligible utilities. The amount so disbursed but not converted in to grants as per R - APDRP
guidelines will be repaid along with interest to the Go[ on receipt from the borrowers.

The details are furnished below :


(Rs. in crore)
Amount recoverable Amount payable to GOI
from borrowers & R- APDRP Fund (Interest earned on
Particulars payable to GOI Fixed Deposit)
As at As at As at As at As at As at
31.03.2011 31.03.2010 31.03.2011 31.03.2010 31.03.2011 31.03.2010
Opening balance 1,646.09 325.10 0.00 0.00 0.11 0.00
Additions during
the year 2256.79 1,320.99 2256.79 1,320.99 6.29 0.11
Disbursements/
changes during
the year 2256.79 1,320.99
f---
Total 3902.88 1646.09 0.00 0.00 6.40 0.11
Interest accrued
but not due 413.01 109.70 0.48
Closing balance 4,315.89 1,755.79 0.00 0.00 6.88 0.11

(ii) Pending finalization of norms for payment of nodal agency fee, etc. the accounting policy
therefore was held in abeyance in 2009- l 0 and fee etc. had not been accounted for in
2009-10. On finalization ofnonns by MoP, Go!, vidc Office Memorandum No. 14 I 03 I
2008 - APDRP dated 20th August, 2010, the Company has recognised in the books of
accounts; during the year ended 31.03.201 l, nodal agency fee income Rs. 89."62 crore
(previous year NIL) in respect of sanctions and disbursements done in 2008-09, 2009-10
and 2010-1 l.
'

(iii) During the year ended 31.03.201 l, the Company has recognized Rs. 39.20 crore as
amount reimbursed I reimbursable from the Ministry of Power, Govt. of India, towards
the actual expenditure incurred in FY 2008-09, 2009-10 and in 2010-11 on various
activities for opcrationalising the program1\1e.

(iv) As on 3 l.03.201 l, the total amount of nodal agency fees and reimbursement of .

expenditure recognised by PFC has been as under:-


(Rs. in crorc)
During 20 l 0- l I Cumulative up-to 31.03.2011.
Nodal agency fees 89.62 89.62

Reimbursement of expenditure 39.20 39.20

Total ' 128.82 128.82

(v) As per Office Memorandum No. 14 I 03 I 2008-APDRP dated 20th August', 2010 of the
MoP, Go!, the total amount receivable against the nodal agency fee plus the
reimbursement of actual expenditure will not exceed Rs. 850 crore or 1.7 % of the
likely outlay under Part A & B of R- APDRP, whichever is less.
17. The net deferred tax liabilities of Rs. 82.90 crore (previous year Rs. 46.93 crore) have been
computed as per Accounting Standard 22 Accounting for Taxes on Income.

.
The breakup of deferred tax liab\jiiies is given below: - -,~1;
9
634
..---·-----· ---
(Rs. in crore)
As on As on
Description
31.03.2011 31.03.2010
(a) Defcn-ed Tax Asset(+)
(i) Provision for expenses not deductible under 18.02 7.06
Income Tax Act
(ii) Preliminary Expenses written off and brought 0.07 0.02
forward losses
(b) Defened Tax Liabilities (-)
(i) Depreciation -0.44 -0.12
(ii) Lease income on new leases -99.69 -53.36
(iii) Amortization -0.86 -0.53
Net Deferred Tax liabilities (-)/Assets(+) -82.90 -46.93
l 8. ln compliance with Accounting Standard - 20 on Earning Per Share issued by the Institute of
Chartered Accountants of India, the calculation of Earning Per Share (basic and diluted) is as
uncler:-

Current year Previous year


Particulars 31.03.2011 31.03.2010
Net Profit after tax used as numerator (Rs. in 2647.12 2,357.25
crore)
Weighted average number of equity shares used as
denominator (basic & diluted) 114,77,66,700 114,77,66,700

Earning per share (basic & diluted) (Rupees) 23.06 20.54

Face value per share (Rupees) IO to


-
19. The Company has no outstanding liability towards Micro, Small and Medium enterprises.
20. The value of lease hold land aggregating to Rs. 37.87 crore (previous year Rs. 38.3:i crore)
comprises of Rs. 31.83 crore (previous year Rs. 31.83 crore) paid towards cost of land to Land
and Development Office (L&DO), Ministry of Urban Affairs, Govt. of India, stamp duty of Rs.
2.01 crore (previous year Rs.2.47 crore) and capitalization of ground rent of Rs.4.03 crore
(previous year Rs. 4.03 crore) up to the date of completion of building. The Land and
Development Office have executed the perpetual lease deed on 23.03.2011. The registration of
the perpetual lease deed is under process.

Leasehold land is not amortized, as it is a perpetual lease ..


21. Liabilities and assets denominated in foreign currency have generally been translated at TT
selling rate of SB! at year end as given below: -

S.No. Exchange Rates 31.03.2011 31.03.2010


1 USD/ INR 45.1400 45.5800
2 JPY I INR 0.5484 0.4900
3 EURO/INR 63.9900 61.3100

In-case of specific provision in the loan agreement for a rate other than SBl TT selling rate, the
rate has been taken as prescribed in the respective. loan agreement.

22. Disclosures as per Accounting Standard -15 :-


A. Provident fund
The Company pays fixed contribution to provident fund at prescribed rates to a separate .Jrp~t,
which invests the funds in permitted securities. The contribution to the fund for the peri~is
recognized as expense anclils charged to the profit and loss account. The obligation of the
Company is to make such fixed contribution and to ensure a minimum rate of return to the
10
635
members as specified by Gol. Any short fall for payment of interest to members as per specified
rate of return has to be compensated by the Company. The Company estimates that no liability
will take place in this regard in the· near futm'e and hence no further provision is considered
necessary.

B. Gratuity

The Company has a defined gratuity scheme and is managed by a separate trnst. The provision
for the same has been made on actuarial valuation based upon total number of years of service
rendered by the employee subject to a maximum amount of Rs. I 0 lakh.

C. Post Retirement Medical Scheme (PRJVIS)

The Company has Post-Retirement Medical Scheme (PRlvIS), under which retired employees
and the dependent family members are provided medical facilities in empanelled hospitals.
They can also avail of reimbursement of out-patient treatment subject to a ceiling fixed by the
Company.

D. Terminal Benefits

Terminal benefits include settlement in home town for employees & their dependents.

E. Leave

The Company provides for earned leave benefit and half-pay leave to the credit of the
employees, which accrue on half yearly basis@ 15 clays and 10 clays, respectively. 75% of the
earned leave is encashable while in service and a maximum of 300 days earned leave can be
accumulated, which is encashable on superannuation I separation. Half pay leave is encashable
on separation after 10 years of service or at the time of superannuation subject to a maximum of
300 days. The liability for the same is recognized, based on actuarial valuation.

The above mentioned schemes (C, D and E) are unfunded and are recognized on the basis of
actuarial valuation.

The sununariscd position of various defined benefits recognized in the profit and loss account,
balance sheet arc as under {Figures in brackets () represents to previous year}

i)Expenses recognised in Profit and Loss Account


(Rs.in crore)
Gratuity PRMS Leave

Current service cost 0.92 0.26 l.73


(0.80) ( 0.24) (1.29)
Interest cost on benefit obligation 0.84 0.49 0.96
(0.59) (0.27) (0.54)
Expected return on plan assets -0.69 0.00 0.00
(-0.53) (0.00) (0.00)
Net actuarial (gain) I loss recognised in the 0.65 0.17 0.65
year (1.90) ( 2.58) (5.53)
Expenses recognised in Profit & Loss Account *l.72 0.92 *3.34
(2.76) (3.09) (7.36)

(*) Includes Rs.0.10 crore (previous year Rs.0.08 crore) and Rs. 0.15 crorc (previous, year
Rs.0.11 erore) for grat\iity and leave, respectively allocated to subsidiary companies. ',t<
/·'¥~;,
11
636
-
ii) The amount recognized in the Balance Sileet
(Rs. in crore)
-· --·
Gratuity PRt\i!S Leave

Present value of obligation as at 31.03.2011 (i) 12.69 7.13 15.47
(11.18) (6.44) (12.84)
-~

Fair value of plan assets at 31.03.2011 (ii) 10.57 0.00 0.00
(8.42) (0.00) (0.00)
Difference (ii) - (i) -2.12 -7.13 -15.47
-2.76) ( -6.44) -12.84)
Net asset I (liability) recognized in the Balance -1.72 -7.13 -15.47
Sheet (-2.76) (-6.44) ( -12.84)

iii) Changes in the present value of the defined benefit obligations


(Rs. in erore)
Gratuity PRMS Leave

Present value of obligation as at 01.04.2010 11.18 6.44 12.84


(7.96) (3.66) (7.15)
Interest cost 0.84 0.49 0.96
(0.59) (0.27) (0.54)
Current service cost 0.92 0.26 1.73
(0.80) ' (0.24) (1.29)
Benefits paid -1.04 -0.23 -0.71
(-0.07) (-0.31) ( -1.67)
Net actuarial (gain)/loss on obligation 0.79 0.17 0.65
(1.90) (2.58) (5.53)
Present value of the defined benefit obligation 12.69 7.13 15.47
as at 31.03.2011 (11.18) (6.44) (12.84)

iv) Changes in the fair value of plan assets


(Rs. in crore)
Gratuity. PRMS Leave
Fair value of plan assets as at 01.04.2010 *7.92 0.00 0.00
(7.96) (0.00) (0.00)
Expected return on plan assets 0.69 0.00 0.00
(0.53) (0.00) (0.00)
Contributions by employer 2.86 0.00 0.00
(0.00) (0.00) (0.00)
Benefit paid -1.04 0.00 0.00
( -0.07) (0.00) (0.00)
Actuarial gain I (loss) 0.14 0.00 0.00
(0.00) (0.00) (0.00)
Fair value of plan assets as at 31.03.2011 * 10.57 0.00 0.00
(8.42) (0.00) (0.00)
* It has been revised from Rs. 8.42 crore to Rs. 7 .92 crore during the cmTent financial year,
after finalisation and audit of accounts of Gratuity Trust for the financial year 2009-10.

v) One .percent increase I decrease in the inflation rate would impact liability for medical cost of
PRMS, as under:-

Cost increase by I%
Cost decrca~e ;by 1%
Rs. 0.14 crore
Rs. 0.11 crore
~
.,; .

12
637
- ·-------
vi) During the year, the Company has provided liability towards contribution to the Gratuity
Trust of Rs. 1.79 crore, to PRMS of Rs. 0.92 crore, to leave Rs. 3.34 crore and to pension Rs.
2.28 crore. (previous year towards contribution to the Gratuity Trust of Rs.2.76 crore, to
PR1Y!S ofRs.3.09 crore, to leave Rs.7.36 crore and to pension Rs.1.78 crorc).

E. Other Employee Benefits:-

During the year, provision of Rs. - 0.03 crore (previous Year Rs. 0.04 crore) has been made for
Economic Rehabilitation Scheme for Employees and provision of Rs. 0.65 crores has been made
for Long Service Award for Employees (Previous year Rs. 0.01 crore reversed) on the basis of
actuarial valuation made at the year encl by charging I crediting the profit and loss account.

F. Details of the Plan Asset:-

The details of the plan assets at cost, as on 31.03.2011 are as follows:-


(Rs. in crorc)
SL Particulars 2010-11 2009-10
i) State Government Securities 3.83 l.37
ii) Central Government Securities 2.50 2.18
iii) Corporate bonds I debentures 4.24 4.87
Total 10.57 8.42

G. Actuarial assumptions

Principal assumptions used for actuarial valuation are:-

Method used Projected Unit Credit Method


Discount rate 7.50%
Expected rate of return on assets - Gratuity 8.77%
Future salary increase 5.00%

The estimates of future salary increases considered in actuarial valuation, take into account of
inflation, seniority, promotion and other relevant factors, such as supply and demand in the
employment market.

23. Details of provision as required in Accounting Standard -29.


(Rs.in crorc)
Particulars Financial year Financial year
2010-11 2009-10

Post Retirement Medical Scheme

Opening Balance 6.44 3.66


Addition during the year 0.92 3.09
Amount paid I utilized during the year 0.23 0.31
Closing Balance 7.13 6.44

Gratuity >··
.. ' \J .
. Opening Balance 2.76 .3.~
13
638
. Addition during the year$ 1.79 2.76
Amount paid I utilized during the year 2.83 3.02
Closing Balance . 1.72 2.76
,_______ $ Addition for the FY 20 I 0-1 l includes Rs. 0.07 crore related to FY 2009-10
Pension*

Opening Balance ---1-----


1.78 0.00
Addition during the year 2.28 1.78
~·Amount paid I utilized during the year . 0.00 0.00
Closing Balance 4.06 l.78

Leave Encashment
.
Opening Balance 12.84 7.15
Addition during the year 3.34 7.36
Amount oaid I utilized during the year 0.71 l.67
Closing Balance 15.47 • 12.84
.
Wage Revision -
~

Opening Balance 6.20 21.89


Addition during the year 0.71 l.57
Amount paid I utilized during the year 6.91 17.26
Closing Balance 0.00 6.20

Economic Rehabilitation Scheme for


EmJ.>loyee
Opening Balance 1.3 l 1.29
Addition during the year -0.03 0.04
Amount paid I utilized during the year 0.02 0.02
Closing Balance l.26 1.31

Bonus I Incentive I Base line Compensation

Opening Balance. 16.33 9.76


Addition during the year 17.78 14.32
Amount paid I utilized during the year 9.59 7.75
Closing Balance 24.52 16.33
I

Leave Travel Concession


Opening Balance 0.00 2.34
Addition during the year 0.00 0.15
Amount paid I utilized during the year 0.00 2.49
Closing Balance 0.00 0.00

Ba<mage Allowances
Opening Balance 0.05 0.05
Addition duri1rn the year 0.00 0.00
Amount paid I utilized during the year 0.00 0.00
Closing Balance 0.05 0.'05 .

.
Service Award ..
. \\t .
Opening Balance 2.10 2.1 l
14
639
Addition during the year ~
0.65 -0.01
Amount raid I utilized during the year ______ 0.00 0.00
. Closing Balance 2.75 2.10
-------- -
Income Tax
- - - - - - - - - - - --
Opening Balance 1,337.29 1,489 .88
Addition during the year -
898.99 800.55
Amount refunded I adjusted 21.15 953.14
Closing Balance 2,215.13 1,337.29

'Fringe Benefit Tax


Opening Balance 0.80 2.90
Addition during the year 0.00 0.00
Amount adjusted during the year 0.00 2.lO
Closing Balance 0.80 0.80

ProIJos.ed Final Dividend


Opening Balance l 72. l 7 154.95
Addition during the year** 197.99 l 72. l 7
Amount paid I utilized during the year 172. l 7 154.95
Closing Balance 197.99 172. l 7

Prooosecl Cornoratc Diviclcncl Tax


Ooening Balance 29.26 26.33
Addition during the year 32.12 29.26
Amount paid I utilized during the year - 29.26 26.33
Closing Balance 32.12 29.26
* Pension: In view of the guidelines of the Department of Public Enterprise (DPE) for providing
superannuation benefits with effect from 01.01.07, the Company is in the process of finalizing
pension scheme for its employees. Pending finalisation of the scheme, the Company has made
a provision of Rs. 2.28 crore during the period (previous year Rs. 1.78 crore for the period
from 01.01.2007 to 31.03.2010).

* * The Company paid an interim dividend of Rs. 3.50 per equity share of Rs. 10 each amounting
to Rs. 401.72 crore on 22.01.2011 on the then paid up equity share capital of Rs. 1147.77
crore. The Company has issued 17 ,21,65,005 number of equity shares in May 2011 resulting
in an increase of Rs. l 72.16 crore in paid up equity share capital. The Board of Directors
reconunendecl a final dividend of Rs. 1.50 per equity shares of RS. 10 each amounting to Rs.
197.99 crore on the post issue paid up equity share capital of Rs. 1319.93 crore subject to
shareholders' approval in the Annual General Meeting. Total dividend for the financial year
2010-11 is Rs. 5.00 (interim dividend of Rs. 3.50 and final dividend of Rs. 1.50) per equity
,
share of Rs. 10 each on the pre issue share capital of Rs. 1147.77 crore and Rs. 1.50 (final
dividend) on the additional share capital of Rs. 172.16 crore issued in May 2011.

24. (i) During the year, the Company has sent letters seeking confirmation of balances as on
31.12.2010 to the borrowers. However, confirmations in few cases were yet to be received.
(ii) Some of the designated bank accounts opened for making interest payment to bondholders
I debenture holders have outstanding balance of Rs. 0.50 crore are subject to reconciliation
I confirmation.
25. The Company and its subsidiary, associates and joint venture entities have no exposure to real
estate sector as on 31.03.2011.
26. The Company and its subsidiary do not have more than one reportable segment in't'l)rtl1~
\ - -

15

640
Accounting Standard No. 17 on Segment Reporting. . . ·~

27. The disclosure requirement in respect of subsidiary I associate companies and Joint Venture
entities have been disclosed to the extent available from their audited accounts.
28. Previous year's figures have been re-grouped I re-arranged, wherever practicable, to make them
comparable with the current period.

29. Figures have been rounded off to the nearest crorc of rupees with two decimals.
.
'.
'1:

16

641
RELATED PARTY TRANSACTIONS (CONSOLIDATED)

As per the Accounting Standard (AS) 18 on Related Party Disclosures, the related parties, nature and volume of transactions carried out with them in
(Consolidated ordinary course of business) are as follows:

Payments For the Year ended


Name of Party Relationship Nature of Transaction

31-Mar- 31-Mar- 31-Mar- 31-Mar- 31-Mar-


15 14 13 12 11

Satnam Singh CMD Managerial Remuneration - 0.55 0.64 0.57 0.38

M KGoel Director Managerial Remunaration 0.48 0.60 0.57 0.55 0.39

M kGoel CMD Managerial Remunaration 0.25 - - - -


Rajiv Sharma Director Managerial Remunaration - - - 0.40 0.37
- Managerial Remunaration 0.84 0.51 a.so 0.42 0.33
R Nagarajan Director
Managerial Remuneration
0.66 0.45 0.26 - -
A KAgarwal Director
Managerial Remuneration
0.27 - - - -
Manohar Balwani* Company Secretary
Managerial Remuneration
0.36 0.10 - - -
A Chakravarty CEO PFCGEL
Managerial Remuneration
0.29 - - - -
R K Chandiok CFO PFCGEL
Managerial Remuneration
0.13 - - - -
Rachna Singh Company Secretary

ND Tyagi CEO,PFCCL Managerial Remunaration - 0.47 0.44 0.39 0.34

C Gangopadhyay CEO,PFCCL Managerial Remunaration 0.41 0.11 - - -


Saurabh Kumar MD, EESL Managerial Remuneration 0.05 0.04 - - -
//
,/, ..:,._
c.~z,
*Pursuant to Companies Act 2013, Company Secretary has been included in the definition of Key Managerial Personnel fr-Orn Ft~il4-15.
J>
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642 \~\
1-~1
Summary of Consolidated Accounting Ratios

Annexure XVIII

i' {~in crore)


Year ended Year ended Year ended Year ended Year ended
Description
31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011
t

Net Profit after tax 6004.40 5461.84 4437.74i 3058.85 2647.12


Weighted average number of shares
outstanding during the year {Basic)
1320040704 1320031803 1319982855 1295000707 1147766700
Weighted average number of shares
outstanding during the year (Diluted) 1320040704 1320039328 1319990939 1295000707 1147766700
Net Worth 32411.35 27522.27 23679.72 20277.54 15240.81
Average Net Worth 29966.81 25601.00 21978.63 17759.18 14266.19

Accounting Ratios

Basic & Diluted Earning Per Share 45.49 41.38 33.62 23.62 .
23.06
.
Net Assets Value Per Share (Rs.) 245.53 208.50 179.39 156.58 132.79
Return on Average Net Worth(%) 20.04% 21.33% 20.19% 17.22% ·18.56%
Long Term Debt I Networth 5.09 5.18 5.12 4.73 .. 4.:2§
Total Debt/ N1>tworth 5.79 5.781 5.89 5.431 5.61

643
Consolidated Capitalization Statement
Annexure XIX
I {~in crore)
I
Description
Year ended Year ended Year ended I Year ended Year ended
31.03.2015 31.03.2014 31.03.2013 ! 31.03.2012 .31.03.2011
'
Debts I
Short term debt - Current 4064.41 1314.73 8709.971 4071.20 6255.59
Long term debt - Non current 164995.41 142491.57 121150.861 95866.98 69984.03
Current 18735.28 15409.00 9612.08[ 10187.73 9323.50
Total Debt 187795.10 159215.30 139472.91 I 110125.91 85563.12

Shareholders' Funds I
Share Capital 1320.04 1320.04 1320.021 1319.93 1147.77
Reserves & Surplus 31091.31 26202.23 22359.701 18957.61 14093.04
Networth 32411.35 27522.27 23679.721 20277.54 15240.81
I
Long Term Debt I Networth 5.09 5.18 5.12[ 4.73 4.59
Total Debt I Networth 5.79 5.78 5.891 5.43 . 5.61

644
Details of Contingent Liabilities (Consolidated) as at

<~In crore)

Nature of Transaction 31-Mar-15 31-Mar-14 31-Mar-13 31-Mar-12 31-Mar-11

Guarantees issued in foreign currency 4.69 25.07 41.34 56.40 67.02

Guarantees issued in Indian currency 262.84 299.20 335.57 371.93 400.00

Demand Raised by authorities and


149.88 129.13 123.89 105.04 14.32
disputed

Claims not accepted 0.04 0.04 0.04 0.00 7.80

Letter of Comfort 813.07 2274.96 4247.61 5730.38 5,758.02


Bank guarantee issued by the Company in
Indian Currency. - - - .·· ·L .. .135.32 50.04
.
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645
I
~CRISilL
I Ref. no.: .MB/FSRJPFC/2015-16/823
August 27, 2015
CONFIDENTIAL RATINGS

l\.'Ir. R. Nagarajan
Director -Finance
Po\Yer Finance Corporation Lintited
Urjanidhi, Barakhan1ba Lane,
Connaught Place, New Delhi - 110 00 I
Phone : 011-2345 6000
....... I" '•~ 1'\ \I
Fax: 011-2345 6284 1\/(: • ! ( [/ "'I .- w---·.
\I'- ' .

Dear Nlr. Nagarajan,


Re: CRISIL Rating for the Rs.500.0 billion* Long Term Borrolving Programn1e of Power Finance
Corpor~tion Limited.
1\11 ratings assigned by CRISIL are kept under continuous surveillance and revie\V.

Please refer to our rating letter dated July 20, 2015 bearing Ref. no.: lv!K/FSR/PFC/2015-16/595
CRISIL has, after due consideration, reaffirmed the "CRISIL AAA/Stable" (pronounced "CRISIL Triple A with
( stable outlook") rating for the captioned Debt Progran1me. Instruments \Vith this rating are considered to have the
highest degree of safety regarding tintely servicing of financial obligations. Such instruments carry lo\vest credit
risk.
As per our Rating Agreen1ent, CRISIL \Vould dissen1inate the rating along \vith outlook through its publications and
other media, and keep the rating along \Vith outlook under surveillance for the life of the instnnnent. CRISIL
reserves the right to suspend, \Vithdra\v, or revise the rating I outlook assigned to the captioned progra1nn1e at any
tin1e, on the basis of ne\v infonnation, or unavailability of information, or other circu1nstances \vhich CRISIL
believes may have an i1npact on the rating.
In the event of your company not inaking the issue \Vi thin a period of 180 days from the date of this letter, or in the
event of any change in the size or structure of your proposed issue, a fresh letter of revalidation from CRISIL \vill be
necessary.
As per the latest SEBI circularl 1J on centralized database for corporate bonds/debentures, you are required to provide
international securities identification nun1ber (ISIN~ along \Vith the reference nu1nber and the date of the rating
letter) of all bon(l/debenture issuances tnade against this rating letter to us. The circular also requires you to share
this information \Vith us \Vithin 2 days after the allohnent of the ISIN. \Ve request you to n1ail us all the necessary
and relevant infonnation at debtissue@crisil.coin. This \viii enable CRISIL to verify and confirn1 to the
depositories, including NSDL and CDSL, the ISIN details of debt rated by us, as required by SEBI. Feel free to
contact us for any clarifications you n1ay have at dcbtissue@crisil.con1
( Should you require any clarifications, please feel free to get in touch \Vith us.
\Vith \Varn1 regards,
Yours sincerely,

Sushmita Majiimdar Malvika Bhotika


Director- Ratings tvfanager - Financial Sector Ratings
* Total incre1nental long tern1 bank borroJ-ving and borroH ing under the rated long ternz bonds progranune not to
1

exceed Rs.500 billion during the year 2015-16 (refers to financial year, April l to March 31)

11 Please refer toSEBl circular {bearing reference number: CIR/lMD/DF/17/2013) on Centralized Database for Corporate bonds/ Debentures
dated October 22, 2013
A CR/SIL rating reflects CRIS/L's current opinion on the likelihood of timely payment of the obfgations under the rated instrument, and does not
constitute an audit of the rated entity by CR/SIL. CR/SIL ratings are based on information provided by the Programmer or obtained by CR/SIL from
sources it considers reliable. CR/SIL does not guarantee the completeness or accuracy of the information on which the rating is based. A CR/SIL rating
is not a recommendation to buy I sell or hold the rated instrument it does not comment on the market price or suitability for a particular investor.

CR/SIL has a practice of keeping all its ratings under suNeillance and ralings are revised as and when circumstances so warrant. CR/SIL is not
responsible tor any errors and espedal/y states that it has no financial liability whatsoever to the subscribers I users I transmitters I distributors of its
ratings. For the /ates/ raling information on any instrument of any company rated by CR/SIL, please contact CR/SIL RATING DESK at
~C~R~IS~l~U~a~tin~g~d~e~sk='~"'~·~il.~co~m=or~a~l~('~9~1~2~2)L3~3L4~2~3~0~01L-~09~---------·-----·--- ----~---·
CR!S!L Llrn!lecl
Corporate Identity Number: L67120MH1987PLC042363

Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400 076. Phone: +91 22 3342 3000 I Fax: +9~ 22 3342 3050
W\Wl.crisil.com
646
RATINGS
CONJil DENTIA L

ReL oo.: {,'1\IFSK/PFC/LU I )-I 6/,15X

June23. 2015
l\·Ir. H.. Nagarajan
L)ircctor ~Fi1H111cc
PoiYCr Finance- c:o1·pon1tion Liinitcd
Urjnnidhi, l3urnkhmnbu Lt111c,
Connuught Place, Ne\V Dt;!lhi l 10 001
Phone : 011 ~2345 6000
Fax: 011-2345 628<1

Dear'Nlr. Nagarajan,
Re.! (~nJSI L Rn1ing for the ll.s.500.0 hill ion* Long. '1'~1·1n Uorro,viug P1·ogr~lnlnh~ (l~('d11r1•1I frnnl lio;.550.0
billion) of Po•,..,er Finn nee Curpora1ion Lin1itcd.
1\l I ratings assigned by CRlSIL arc kept under continuous survcil lance and rcvic\V.

This refers to your 111ail dated June 18, 2015 requesting CHJSIL for reduction in the rated amount of the captioned
issue. CRISIL has, alier due consideration, reaffirmed the "CRIS!L AANStablc" (pronounced "CRISIL Triple A
\Vith stable outlook") rating for the captioned Debt Programme. lnstrun1cn1s \vith this rating are considered to have
the highest degree of safety regarding ti1ncly servicing of financial obligations. Such instrun1ents carry lovi'est credit
risk.
A~ per our R:itlng Agreeinf.nl, C'.HJSIL \vould diss~1ninate. the rating alDng \Vith outlook through its publications and
other n1cdia, and keep the ratil'l~ along \vith outlook unrle:r s11rv~illan(':e for the life of the in~tnnnent. CRJS1L
re.serves the right to suspend, \\'ithdra\v, or revise the rating I outlook assigned to lhc captioned progr<ln11nc at any
ti1ne. on the basis of ne\.V inforrnation. or unavailability of infonnation. or other circurnstances \vhich c:RISIL
believes n1ay have an in1pact on the rating.
Jn the event of your con1pany not nutking the issue \•dthin a pi:iiod uf 180 dt.1y~ r1 u1n tilt.: date of this h:tti.::1, 01 in the
event of any change in the size or structure of your proposed issue, a fresh letter of 1evalidatio11 froin CR1SIL \viii be
necessary.
1\s per the latest SEBI circularlll on centralized database fnr corporate bonds/debentures. you arc rcquiri:d to provide
international securities identifi1;ation nun1bcr (!SIN; along \vith tht: reference nu1nber and the date of the rating
letter) of all bond/d('bcnture issuances 1nade against \his raling letter to us. lhc clrcuhlr also rc(1uircs you to share
this inlonnation \Vith us \V1th1n '.2 days alter the allot1ncnt of the !SIN. \Ve reqnest you to 1nail us all the necessary
and rclcvnnt inforn111tion. at debtissuc(ff:}crisil.c<>nl. "lltis \Viii enable l~RISIL to vcrit)' anct continn to the
depositories, including NSDL and CDSL, the lSlN details of debt rated by us, as required by SEBI. Feel free to
contact us for any clariticaiions you n1ay have at debtissuc({[!crisil.e:on1
Should you require any clarifications, plt::asc feel fr~c lo get in touch \Vith us.
\Vith \v;u·n1 regards,

Yours sincerely.

~-M~ . °"'//
- --·--·--·
) $0.cr
- - . / ' -C·
'------
Rupali Shanker Cbhavi Aganval
Director- Financial Se.ctor Ratings Jvlanagcr ·- Financial Sector Ratings

~Total incre111e11tal long tenn bank borrowing and burro1ring under the r{lted long tenu bonds progranune 110110
exceed l?s. 500 billio11 fh1ri11g il1e )'ear 20 J5-16 (refers to_/i11a1tcial _1~ear, Apri I I to Alan11 31)

i1 Please refer to SES! c1rcul<.ir {beJrine reference nurnner: llK/1r,·1u1ur{l I/ /013) on centroliced DJtJlJJ.>C tur Corµor Jte bond5/ Det.ienwrt.'S
dated October 22, 2013
-A CR/SIL rating ref!ec!s CR/SIL 's corrent opinion on the f'keld10-0.JOi ·t;;n,;~':f PVYrni.>nl of the- obM;atxJns under the rated 1ns1rument. and does 1101
cons/rlv/e an avd't of the rated entity by CRISJL. CR/SIL ratings are based on info"na/i-On provicfcd by tho Prngrammf'r or obtained by CR/Sil from
sources it constdr;rs retjab.'e. CR!S/L aaes 11ot gi.mraruee /fie complf!lt~noss or accuracy ol me information on wlm;f1 me rprmg is based. A CR/SIL tatmg
is not a recommend.31km lo /J1J:1 /::>ell er hold lite tilted i11strwn1.H1/· it does. not camm<:1!/ t>:i !ht! irw1ktd 1irit:a nr s11i/,1tii/,/y fot a p;Hhcidar investor

CH.15/L r.as a ptdC!icr:.· or lifJl;;!_,:,fag aii 1/s rallng.> unrtcr $!1Ne:1i'.'V11cc and ratings a(& rev1se1.1 us a11rl wJHen cu<:urn_.;Jarrce.s so w;;irr<Jn/ GH!Si! 1.> ;•ol
it
h 3S 11-0 f1n;:mual 1•'1!:!1!dy ir!l.il.WU~V~( lo fj,., s11ilsoihn.1.o; / •/S.•7f3 I lr.1nsmil/,!fS I ifi.~!1ih11!o1.o. of i!.~
f!JSC1Xl$'l1i-..; for ,1(})' (Hf'J:.::: ,111d (!SPIJ.CiJliy s!,J LOS /hilt
r;:irEngs FDr /he la/9;,: ra!i:19 infiJ'111<iti01i .)n 3ilt' ins/rumt·ll! .;;f "iii/ ;~DlllpJJil)' r;i!ed b>' C.'::ISil .. _ols,1;;0- <:<)llfid (~RIS'll t?ATJ,"JG DE.::.K .~:
CHJS!L!"f!1n9oe~i'lt)'::tt.O•.'<~O!!l ::Y:!.'.J::.91 .?.?l JJ·J2 ''.::'! -:.'.-'.'~

Corporate Identity Number: L67120MH1987PLC042363

lleglster.;i.d Office: CRISIL House, Central Avenue, Hiranandani 8usim:Js5 P~rk, Powai. Mumbai - 400 076. Phone: ·}91 22 J342 3000 ! Fax: +!:Jl 22 3342 3050
W\'Nt.r.risil.r:om

647
.'
CONFIDENTIAL ~CRiSi~
Ref. no.: MB/FSR/PFC/2015-16/038 RATINGS
April 7, 2015
i\·11·. R. Nagarajan
Director -Finance
Pon·er Finance Corporation J,imited
Urjanidhi, Barakhmnba Lane,
Con naught Place, New Delhi - 110 00 I
Phone : 011-2345 6000
Fax: 011-2345 6284
Dear i'v1r. Nagarajan,
Ile: CRJSIL Rating for the Rs.550 Billion* Long Tcrn1 Borro,ving Progran1me of Po,ver Finance Corporation
Lin1ited. .
\Ve refer to your request for a rating for the captioned Debt Progrmnme.
CRISIL has, after due consideration, assigned a "CRISlL AAA/Stable" (pronounced "CRISIL Triple A with stable
outlook") rating for the captioned Debt Programn1e. Instruments \vith this rating are considered to have the highest
degree of safety regarding tin1ely servicing of financial obligations. Such instruments carry lo\vest credit risk.
1\s per our Rating Agreement, CRISIL \vould disseminate the rating along \Vith outlook through its publications and
other media, and keep the rating along with outlook under surveillance for the life of the instrument. CRISIL
(
reserves the right to suspend, \Vithdra,v, or revise the rating I outlook assigned to the captioned programme at any
time, on the basis of ne\v infonnation, or unavailability of inforn1ation, or other circumstances \Vhich CRISIL
believes may have an impact on the rating.
Further, in vie\v of your decision to accept the CRISIL Rating. \Ve request you to apprise us of the instrument details
(in the enclosed format) as soon as it has been placed. In the event of your con1pany not making the issue within a
period of 180 days from the above date, or in the event of any change in the size or structure of your proposed issue,
a fresh letter of revalidation fron1 CRISIL \Vill be necessary.
1\s per the latest SEBI circular1 11 on centralized database for corporate bonds/debentures, you are required to provide
inten1ational securities identification nun1ber (ISIN; along \Vith the reference nu1nber and the date of the rating
letter) of all bond/debenture issuances made against this rating letter to us. The circular also requires you to share
this inforn1ation \Vith us \Vithin 2 days after the allotn1ent of the ISIN. \Ve request you to mail us all the necessary
and relevant infonnation at debtissuc@crisil.cont. This \Vill enable CRISIL to verify and confinn to the
depositories, including NSDL and CDSL, the !SIN details of debt rated by us, as required by SEBI. Feel free to
contact us for any clarifications you n1ay have at dcbtissue@crisil.co1n
Should you require any clarifications, please feel free to get in touch \Vith us.
\Vith \Vann regards,
Yours sincerely,
(

__<Jj[_ __
Rajat Bahl
- - - - - - --------
Malvika Bhotika
Director· - Financial Sector Ratings fv1anager- Fi11ancial Sector Ratings

* Total incren1ental long tern1 bank borro\ving and borro\ving under the rated long tenn bonds progran1n1e not to
exceed Rs.550 billion during the year 20 J 5-16 (refers to financial year, April 1 hl i'vlarch 31 ).

11Please refer to SEBI (ircular (b.,aring reference number: C!R/IMD/DF/17 /2013) on Centra·1zed D~i· 1base for Corporate bonds/ Debentures
dated October 22, 2013

A CR/Sil rating reflects CRIS/Cs cu:ren/ ov~ian On the fikefihood of tirr;;ly payment of the obligations .."Kferth-- rated instrUffie-'nt, and da2s not constitute an aucllt 1
of the rated entity by CR/SIL CR/~ .. '- ratings ,Fe b?Jsed on information provided by the issuer or obt,, r1ed b1 _-RIS/l from sources it considers reliable_ CR/Sil
d-Oes not guarantee the completeness oraetura..:y of the information on ,·1hich the rating is based. A C1- Sil fa!' J is not a recommendatnn to bl.1}' /sell or hold the
rated ms/rument; it does no/ comm,· 'ion /h:"' marl.et pn-ce or suitab•lity for a particularinveslor.
CR/S1L has a practice of keeping" its ratn1s unCTt>r surveillance anu rMings are revised as and wr. ·i circu ;tanc1JS- so warrant. CR''>IL is not responsible for
any e•,ors and especiallf 5tates th" c has } .fi,-i.1n·:1al /•ability whatso,.1er to the subscribers /users ·ansm· 'SI d•s/r,':Jutors of its,,_,. ng5 For the liJ/esl rating
inforr,,~h·an on any instrum·:nt of ar ·~omp:· ~/c;-cf by CR/SIL_ pi<'a5-0' ·:,-,ntact CR/SIL RATING DES "!/CR _ratmgd~sk@r.risil.com Jr at (+91 22) 334-2 3001

-=-22- - - --------

Cr<!Ei!L L!n1i1.ed
Corporate Identity Number: L67120MH1987PLC042363

Registered Office: CRISIL House, Central Avenue, Hfranandanl Bus.iness Park, Powal, Mumbai - 400 076. Phone: +91 22 3342 3000 / Fax: +91 22 3342 3050
648
\'IW..v.crisil.com
''
@CRiSil&
RATINGS

Details of the Rs.550.0 Billion Long Tern1 Bo1TO\Ying Progran1me of Po\ver Finance Corporation J_,imited.

ls! lrnuclle 2nd lranclte 3rd tranche


Instrun1ent Series:

!An1ount Placed:

Atfaturity Period:

fut or Call Options (if any):

Coupon Rate:

Interest Pay111ent Dates:

Principal Repay111ent Details: Date Amount Date Amount Date Amount


(

Investors:

Trustees:

/11 case there is fill offer doc11111ent for the captioned Debt prograuune, please send us a copv of ii.

A CR/SIL rating reflects C.'~/SIL ·, ,;" rent opinion on the "ti1i:ef1ho0d of b"mely payment of th" o-b',gatuiiS-underthe rated instrument. and does not constitute anaudi/--
of lhe rated entity by CR,S!L C;-<1~:1L ratings are based on .qformat.':on provided bf the 1>Suer or r;b/ained by CR/SIL from sources it considers re~able. CR/SIL
does oot guarantee the c··mpleten;:;s or accuracy of the info,.11ation on which the rating is oased_ --\ CR/SIL rating is not a recornmenda/ion to buy I sell orh,J/d the
rated inslmment. it does ";/ cou:"'"'"i/ on th2 ma1!iet price or suitability for a partiGulM invec>!or
CR/SIL has a practke O' \eepin< ~-·its ratrngs under surve1 ·•nee and ratings are revise-:' <s am: ,,hen circumstances so 1:1a1·~nL CR/SIL is not respons,ol;;c for
any errors and esp-c;ciall, ;/ates •/ has no financial liabil1;, ,:;ha/soever to the s<1bscM· -., , I us ,,s : transmitters I o·srnbuto1> of its ratillgs_ For th<: fates· ra:ing
information on any ins fr, ·-mt o· ' comp.'l!lY rated by CR/:- '- p!ease contact CR/SIL ;.: -i rt.'IG [-f)!~ at CR/S/Lra/ingdesk@ »ii.com or at (+91 22) 33-;'. Jr•O 1
-09

CF:!;_.)JL LlrniVid
Corporate Identity Number: L67120MH1987PLC042363

Registered Office: CRISIL House, Central Avenue, Hiranandanl BusJness Park, Powal, Mumbai - 400 076. Phone: +91 22 3342 3000 I Fax: +91 22 3342 3050
649
www.crisil.com
Rating Rationale
Power Finance Corooration Limited
Total Bank Loan Facilities Rated Rs.245.05 Billion
Long-Term Rating CRISIL AAA/Stable (Reaffirmed)
(Refer to Annexure 1 for details on facilities)

Rs.550.00 Billion Long-Term Borrowing Programme* CRISIL AAA/Stable (Assigned)


Rs.50.00 Billion Short-Term Borrowing Progranune* CRISIL Al+ (Assigned)
Rs.460.00 Billion Long-Term Borrowing Programme CRISIL AAA/Stable (Reaffirmed)
Rs.100.00 Billion Short-Term Borrowing Programme CRISIL Al+ (Reaffirmed)
Subordinated Non-Convertible Debentures CRISIL AAA/Stable (Reaffirmed)
A aare<Yatin<Y Rs.50.00 Billion
Subordinated Non-Convertible Debentures CRISIL AAA/Stable (Reaffirmed)
A""re1wting Rs.100.00 Billion
Rs.530.00 Billion Long-Term Borrowing Programme CRISIL AAA/Stable (Reaffirmed)
Bonds Aggregating Rs. 1053.3418 Billion CRISIL AAA/Stable (Reaffirmed)
Rs.34.35 Billion Short-Term Borrowing Programme CRISIL Al+ (Reaffirmed)
*Borrowing programme for 2015-16 (refers to financial year, April 1 to March 31). Total incremental long-term
bank borrowing, and borrowings nnder the rated long-term bonds programme, not to exceed Rs.555.0 billion at
any point in time during 2015-16. 71ie long term borrowing programme includes Tax Free Bonds under Section
10 of the Income Tax Act 1961.
"Limit for working capital-Working capital demand loan/Overdraft facility/Cash Credit/Line of credit/Bank
guarantee. Limit includes long-term and short-term facilities. Total working capital borrowings not to exceed
board-approved limit ofRs.7500 crores

CRISIL has assigned its 'CRISIL AAA/Stable' rating to Power Finance Corporation Ltd's
(PFC's) Rs.550 billion long-term borrowing prog:ranune and its 'CRISIL Al+' :rating to the
company's Rs.50 billion short-term borrowing progranune, while reaffirming the ratings on
the company's other debt programmes and bank facilities, at 'CRISIL AAA/Stable/CRISIL
Al+'.

CRISIL' s ratings on the debt programmes and bank facilities of PFC continue to reflect the
company's sh·ategic importance to the Government of India (Gol) because of the key role
that the company plays in financing the Indian power sector, and its majority ownership by
Gol. The :ratings also factor in the company's strong market position, comfortable
capitalisation, and adequate resource profile. These :rating sh·engths are partially offset by
the inherent vulnerability of PFC' s asset quality because of the weak financial risk profiles of
its primary borrowers (state power utilities [SPUs]), and the sectoral and key account
concenh·ation in its 1·evenue profile.

PFC plays an important role in the Indian power sector, not only by providing finance but
also by implementing Gol' s power sector policies. The company is the largest lender to the
power sector with a share of over 20 per cent, and plays a key role in channelling finance to
SPUs. PFC's outstanding loans to SPUs have grown by 17 per cent to Rs.1385.6 billion as on
December 31, 2014, compared with Rs.1184.6 billion as on December 31, 2013 (Rs.1274.3
billion as on March 31, 2014). A significant part of the increase is on account of the
tr·ansitional finance provided to state dish"ibution companies (discoms). Additionally, PFC is
the nodal agency for ulh·a-mega power projects, the Resh·uctured Accelerated Power
Development and Reform Programme, and the Independent Transmission Projects Scheme.
Gol continues to be the majority shareholder in PFC; as on December 31, 2014, Gol had a
stake of 72.8 per cent in the company. CRISIL believes that Gol' s majority ownership of PFC,
and the sh·ategic role played by the company, are strong drivers for Gol to provide the
necessary suppmt to PFC in the event of dish·ess.

650
As on December 31, 2014, PFC had a Tier I capital adequacy ratio of 17.6 per cent and a net
worth of Rs.319.3 billion, compared with 16.4 per cent and Rs.257.4 billion respectively, a
year earlier. PFC' s capitalisation is expected to remain comfortable over the medium term,
underphmed by healthy accretion to reserves as well as its demonsh·ated ability to raise
capital through public isssues. Additionally, PFC has an adequate resource profile, with
competitive borrowing costs and a diversified, though wholesale, resource base.

However, PFC caters only to the power sector, with 68 per cent of its advances to SPUs as on
December 31, 2014 (67 per cent as on March 31, 2014). SPUs have weak hmerent asset quality
because of their poor financial risk profiles. The aggregate losses (excluding subsidy) of
SPUs were around Rs.930.0 billion in 2011-12. Measures such as tariff hikes by many of the
states over the past two years, and resh·ucturing of debt of some SPUs are likely to
sh·ucturally sh·engthen the dish'ibution sector over the long run. Nevertheless, effective
execution of the measures is extremely critical for resh·ucturing to produce the desired
positive impact, and broad-based political consensus is necessary to implement the much-
needed tariff hikes to ensure that the overall performance of the SPUs improves.
Furthermore, 17 per cent of PFC's advances as on December 31, 2014, were to the private
sector (15 per cent as on March 31, 2014). Over the past two years, private sector players
have become vulnerable to asset quality risks because of issues such as fuel availability,
passing on of fuel price increases, and long-term power purchase agreements for assured
power offtake. However, PFC may resh·ucture many of these private sector loans in line
with other financiers and will not be immediately required to classify these loans as non-
performing.

Outlook: Stable
CRISIL believes that GoI will retain its majority stake in PFC, and that the company will
continue to play a critical role in hnplementing GoI' s policies related to financing the Indian
power sector, over the medium term. CRISIL also believes that PFC will retain its sh·ong
position h1 the infrash·ucture-financing segment, while maintaining its healthy
capitalisation, over this period. Any reduction in PFC's sh·ategic hnportance to, and
attendant support from, GoI, or significant deterioration in the company's asset quality may
result in a revision in the outlook to 'Negative'.

About the Company


PFC was established in 1986 by GoI as an institution dedicated to funding and developing
the power sector in India. Until 1996, the company lent exclusively to public sector entities.
Since then, it has expanded its customer profile to include private sector power utilities and
projects. PFC aims to promote a balanced and integrated development of the power sector
by providing finance to low-cost, efficient, and reliable projects.

As on March 31, 2014, PFC had a total loan portfolio of Rs.1890.0 billion (Rs.2052 billion as
on December 31, 2014), mainly long-term loans. PFC's gross non-performh1g assets stood at
0.96 per cent as on December 31, 2014 (0.65 per cent as on March 31, 2014). For 2013-14, the
company repm'ted a total income (net of h1terest expense) and a profit after tax (PAT) of
Rs.85.1 billion and Rs.54.2 billion, respectively, compared with Rs.63.3 billion and Rs.44.2
billion, respectively, for the previous year. For the nh1e months ended December 31, 2014,
the company reported a total income of Rs.73.5 billion and a PAT of Rs.43.4 billion, as
against Rs.62.6 billion and Rs.40.1 billion, respectively, for the corresponding period of the
previous year.

PFC's outstanding resh·uctured advances as on December 31, 2014, stood at Rs.175.5 billion
(around 8.5 per cent of its advances) mainly comprising private sector loans. Rs.148.5 billion

651
of the total amount was on account of delay in cornrnissionillg and the remainder was due to
liquidity problems faced by the borrowers.

652
Annexure 1 - Details of Bank Facilities

Current Facilities Previous Facilities


Facility Amount Rating Facility Amount Rating
(Rs. (Rs.
Billion) Billion)
Cash Credit" 75.0 CRISIL Cash Credit" 75.0 CRISIL
AAA/Stable AAA/Stable
Term Loans 170.05 CRISIL Term Loans 170.05 CRISIL
AAA/Stable AAA/Stable
Total 245.05 Total 245.05

"Limit for working capital-Working capital demand loa11/0uerdraft facility/Caslz Credit/Line of credit/Bank
guarantee. Limit includes /ong-ter111 and slwrt-ter111 facilities. Total working capital borrowings not to exceed
board-approved li111it of Rs.75.0 billion

653
IC I it d

D/RAT/2015-16/P3/8

August 31, 2015

Mr. Sanjay Saxena


General Manager (Finance)
Power Finance Corporation Limited
U1janidhi, I, Barakhamba Lane
NewDelhi-110001
Dear Sir,

Re: ICRA Credit Rating of the Rs. 60,000 crore Long- Term Borrowing Programme
(including Bonds and Long Term Bank Borrowings) of Power Finance Corporation
Limited for the Financial Year 2015-16
(
This is with reference to your request dated August 27, 2015 for re-validating your rating
for the Long Term Borrowing Programme of Rs 60,000 crore.

We hereby confirm that the rating of "[ICRA]AAA" (pronounced ICRA triple A)


assigned to the captioned Long Term Borrowing Programme of Rs. 60,000 crore of your
company and last communicated to you vide our letter dated July 21, 2015 stands.
Instruments with this rating are considered to have the highest degree of safety regarding
timely servicing of financial obligations. Such instruments carry lowest credit risk.

The other terms and conditions for the credit rating of the aforementioned instrument
shall remain the same vi de our letter Ref No: D/RA T/20 l 5- l 6/P3/I dated April 8, 2015.

With kind regards,


For ICRA Limited
(

Rohit Inamdar Gaurav Khandelwal


Senior Vice President Analyst

T:J\"'/'=( /< C·1.. F '.=··'/':::-<t~r Cit·/


;.:.r-as-:_, ,. r_:;ur;act i?;:::':)l)2

RAT!NG AT I 0 N
654
IC Li ite

D/RAT/20 l 5- l 6/P3/6

June 22, 2015

Mr. Smtjay Saxena


General Manager (Finance)
Power Finance Corporation Limited
U1janidhi, 1, Barakhamba Lane
New Delhi- 110001
Dear Sir,

Re: ICRA Credit Rating of the Rs. 60,000 crore Long- Term Borrowing Programme
(including Bonds and Long Term Bank Borrowings) of Power Finance Corporation
Limited for the Financial Year 2015-16

( This is with reference to your request dated June 18, 2015 for re-validating your rating
for the Long Term Borrowing Programme of Rs 60,000 crore.

We hereby confirm that the rating of "[ICRA)AAA" (pronounced ICRA triple A)


assigned to the captioned Long Term Borrowing Programme of Rs. 60,000 crore of your
company and last communicated to you vidc our letter dated May 25, 2015 stands.
Instruments with this rating are considered to have the highest degree of safety regarding
timely servicing of financial obligations. Such instruments carry lowest credit risk.

The other terms and conditions for the credit rating of the aforementioned instrument
shall remain the same vide Olli' letter RefNo: D/RAT/2015-16/P3/l dated April 8, 2015.

With kind regards,


For ICRA Limited

( I
_ivvl0--
•) I-/

-- ____.,.~

Rohit lnamdar
Senior Vice President
Jaskirat S Chadha
Assistant Vice President

l?11Jii'C-inq )','o 2' . 2·,-· F'il)OI'


Tc·-Nsr _:t__ DLF C,yt)er C;·~y
~'hase j,_ :::r1_,;.;:iacn · T2"2DC;2

RATING• RESEARCH• MFORMATiON


655
I ited

D/RAT/2015-2016/P3/1
,--\
April 8, 2015 -\&i'-:z.-'
I
Mr. Sanjay $f\xena ~; \o/k) i)
I.
General lvJaliager (Finance)
Power Finance Corporation Limited
Utjanidhi, I, Barakhamba Lane
New Delhi- 11000 I

Dear Sir,

Re: ICRA Credit Rating of the Rs. 60,000 crorc Long Term Borrowing Programme (including
Bonds and Long Term Bank Borrowings) for the Financial Year 2015-16
(
Please refer to your Rating Requisition dated April I, 2015 and the subsequent Rating Agreement of
April 2, 2015 for carrying out the rating of the long-term borrowing programme. The Rating
Committee of ICRA, after due consideration, has assigned an '[ICRA]AAA' (pronounced ICRA
triple A) rating to the captioned Long Term Borrowing Programme. Instruments with this rating are
considered to have the highest degree of safety regarding timely servicing of financial obligations.
Such instruments carry lowest credit risk.

In any of your publicity material or other document wherever you are using our above rating, it
should be stated as "[ICRA]AAA". We would appreciate if you can sign on the duplicate copy of
this letter and send it to us within 7 days from the date of this letter as confirmation about the use of
the assigned rating. The rationale for assigning the above rating will be sent to you on receipt of your
confitmation about the use of our rating, as above. Any intimation by you about the above rating to
any Banker/Lending Agency/Government Authorities/Stock Exchange would constitute use of this
rating by you.

This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you
and any change in the terms or size of the issue would require the rating to be reviewed by us. Further
the total borrowings, as part of the aforesaid Borrowing Programme for 2015-16 (including Bonds,
l Long Term Bank Borrowings and Shmt Term borrowings) should not exceed Rs. 60,000 crore. If
there is any change in the terms and conditions or size of the instrument rated, as above, the same
must be brought to our notice before the issue of the instrument. If there is any such change after the
rating is assigned by us and accepted by you, it would be subject to our review and may result in
change in the rating assigned.

ICRA reserves the right to suspend, withdraw or revise the above at any time on the basis of new
information or unavailability of information or such other circumstances, which lCRA believes, may
have an impact on the rating assigned to you.

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the
bonds to be issued by you. If the instrument rated, as above, is not issued by you within a period of 3
months from the date of this letter communicating the rating, the same would stand withdrawn unless
revalidated before the expiry of3 months.

·ldeUsite ''/i''h"N :Ci?. I[";


e1'n:i1 ! 1r;!'::>{OJ 1cr;:1 nd1a.corn

\ RATING• RESEARCH•
656
INF 0 R AT I 0 N
You are required to forthwith inform us about any default or delay in repayment of interest or
principal amount of the instrument rated, as above, or any other debt instruments/ borrowing. You are
also required to keep us fo1thwith informed of any other developments which may have a direct or
indirect impact on the debt servicing capability of the company including any proposal for re-
schedulement or postponement of the repayment programmes of the dues/ debts of the company with
any lender(s) I investor(s).

You are required to inform us immediately as and when the borrowing limit for the instrument rated,
as above, or as prescribed by the regulato1y authority (ies) is exceeded.

We thank you for your kind cooperation extended during the course of the rating exercise. Should you
require any clarification, please do not hesitate to get in touch with us.

With kind regards,


(
Yours sincerely,
for ICRA Limited

Yibha Batra Jaskirat Singh Chadha


Senior Vice President Assistant Vice President

657
Power Finance Corporation Limited
Istrument Amount rated Rating Rating Action
Long term borrowing programme 2015-16 Rs. 60,000 crore * [ICRA]AAA Assigned
Short term borrowing programme 2015-16 Rs. 5,000 crore* [ICRA]A1+ Assigned
*Rs. 60,000 crore long term borrowing programme is interchangeable with long term borrowings
including Rs. 5000 crore short term borrowings, subject to total outstanding not exceeding Rs. 60,000
crore

ICRA has assigned the rating of [ICRA]AAA to the long term borrowing programme of Power Finance
Corporation Limited (PFC) for an amount of Rs. 60,000 crore*†. ICRA has also assigned the rating of
[ICRA]A1+ (pronounced ICRA A one plus) to the Rs. 5,000 crore1 short term borrowing programme of
the corporation†. ICRA has a rating outstanding of [ICRA]AAA various long-term bond and bank
borrowing programmes, a rating outstanding of MAAA (pronounced M triple A) to the fixed deposit
programme and a rating outstanding of [ICRA]A1+ (pronounced ICRA A one plus) for its commercial
paper/short-term debt programme of the corporation†.

The highest-credit-quality ratings continue to reflect PFC's majority sovereign ownership and its
strategically important role in the implementation of various Government of India (GoI) schemes—such
as Ultra Mega Power Projects (UMPPs) and R-APDRP—for the development of the country’s power
sector. Further, PFC, as one of the major power sector financiers, remains strategically important for
the Government of India (GoI), given the latter’s objective of augmenting power capacities across the
country. The ratings continue to draw comfort from PFC’s adequate earning profile supported by its
strong financial flexibility and ability to borrow funds at competitive rates and low credit and
intermediation costs. These strengths are partly offset by the corporation’s exposure to a single sector,
its high concentration of weaker-credit-quality State power utilities and the vulnerability of its exposure
to private sector borrowers. PFC’s exposure to state sector utilities (68% of portfolio in Dec-14) is
primarily to generation companies, while its exposure to the more vulnerable distribution entities of
states with weaker credit profiles† is ~12% of its total portfolio in Mar-14; PFC’s exposure to distribution
entities in such states however is almost entirely covered by state government guarantees; net
exposures to discom in such states accounted for ~2% of total advances in Mar-14. Counter party
risks of PFC’s state power generating borrowers remains a credit concern given that such state
generating entities could find their cash flows impacted by the weak fiscal health of the distribution
entities. ICRA however notes that distribution companies in the states of Uttar Pradesh, Tamilnadu,
Haryana and Rajasthan, which have relatively weak financial health, have completed the re-structuring
of their short term bank liabilities under the ‘Scheme for Financial Restructuring of State Distribution
Companies (Discoms) however, deviations by these utilities in compliance of the mandatory conditions
as stipulated in the restructuring scheme remains an area of concern. PFC’s exposure to the above
mentioned four states which are currently participating under the scheme accounted for 29% of its total
loan assets as on Mar-14 ICRA continues to closely monitor the developments in the power sector and
timely implementation of the aforesaid recommendations and also speeding up of technical and
commercial loss measures by state utilities will thus be critical for maintaining the health of the power
sector companies. As on Dec-14 PFCs exposure to the private sector i.e. Independent Power
Producers (IPP) stood at 17% of its total advances. Several of PFCs IPP exposures have higher
vulnerability, being impacted by the sectoral concerns with respect to fuel availability,
disputed/competitive power sale tariffs and environmental & land acquisition issues. As a result close
to 51% of PFC’s IPP exposures (or ~9% of its total advances) as on December 31, 2014 are classified
as re-structured; out of these however around 40% (or ~7% of total advances) are on account of a shift
in project commercial date of operations while the balance 11% (or around 2% of total advances) have
been re-structured with changes in repayment terms other than a shift in the COD. ICRA however
favorably takes a note of recent policy developments comprising of measures being implemented for
*
Rs. 60,000 crore long term borrowing programme is interchangeable with long term borrowings including
Rs. 5000 crore short term borrowings, subject to total outstanding not exceeding Rs. 60,000 crore

For complete rating scale and definitions, please refer ICRA’s website www.icra.in or other ICRA Rating
Publications.
† Tamilnadu, Rajasthan, Uttar Pradesh, Madhya Pradesh, Punjab, Haryana and Bihar

658
coal linkage rationalization, initiation of auction process for coal blocks post de-allocation of blocks by
Supreme Court in September 2014 as well as notification of scheme for utilization of stranded gas
based projects. Nonetheless, negative price bids quoted in coal auction by the winning bidders are
likely to result into significant under-recovery in fuel cost as well as the scheme notified for stranded
gas based projects is an interim measure in ICRA’s view, given that the viability of the same would be
critically dependent on continuation of the current soft trends in LNG prices, as also moratorium on
debt repayment granted to the gas based power plants. Going forward, it would be important for the
corporation to maintain a strict control over collections from the IPP segment.

As on December 31, 2014, PFC’s debt as percentage of shareholder funds was at a moderate 5.4
times, and going forward, its ability to maintain this ratio at a prudent level given the concentrated
nature of its exposures would be an important rating consideration. PFC enjoys a comfortable asset-
liability matching profile with low cumulative mismatches in the short term. Un-hedged foreign currency
borrowings of PFC stood at ~26% of its shareholder funds as on December 31, 2014, which exposes it
to foreign currency variations. PFC adopts an accounting policy of amortizing exchange differences on
long term foreign currency items over their tenure. Total un-amortized foreign currency item translation
losses of PFC as on December 31, 2014 stood at Rs. 546 crore or 1.7% of shareholder funds. Were to
be to be charged entirely in the P&L the NIMs of the corporation could come down by around 35 bp
(NIMs as on December 31, 2014 were 4.6%‡). However repayments on a majority of PFCs un-hedged
foreign currency borrowings are largely staggered between FY 15-FY18 and such losses could
crystallize unless there is a reversal in foreign currency rates by then. Going forward ability of the
corporation to manage its foreign currency risks would have an important bearing over the stability of
its earnings profile.

About the Corporation


PFC was set up in 1986 as specialised development financial institution to fund projects in the
domestic power sector. GoI hold a 72.80% stake in the corporation as on March 31, 2014. PFC
provides loans for a range of power-sector activities, including generation, distribution, transmission,
and plant renovation and maintenance. PFC finances State sector entities such as State Electricity
Boards and State Generating Companies, as well as IPPs. In addition, the corporation has been
appointed the nodal agency to develop 16 UMPPs in the country.

As per audited results for the financial year ended March 31, 2014, PFC reported a profit after tax
(PAT) of Rs. 5417.75 crore on an asset base of Rs. 1,94,164 crore, as against a PAT of Rs. 4419.60
crore on an asset base of Rs. 1,69,229 crore in the previous financial year. As on March 31, 2014 PFC
had a gross NPA% of 0.65% and a net NPA% of 0.52%. During the nine month period ended
December 31, 2014 PFC reported a PAT of Rs. 4399 crore against a PAT of Rs. 4006 crore during the
corresponding period in the previous financial year. As on December 31, 2014 PFC had a net worth of
Rs. 31,934 crore. Gross NPA% and net NPA% for the corporation and on December 31, 2014 stood at
0.96% and 0.75% respectively.

April 2015
For further details please contact:
Analyst Contacts:
Ms. Vibha Batra, (Tel. No. +91-124-4545 302)
vibha@icraindia.com

Relationship Contacts:
Mr. Vivek Mathur (Tel. No. +91-124-4545310)
vivek@icraindia.com


As per ICRA’s computation

659
© Copyright, 2015, ICRA Limited. All Rights Reserved.
Contents may be used freely with due acknowledgement to ICRA
ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings
are subject to a process of surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic indicator
of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and obligations,
with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest
information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources
believed by it to be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of
the rated issuer or of the information provided by it. While reasonable care has been taken to ensure that the
information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in
particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness
of any such information. Also, ICRA or any of its group companies may have provided services other than rating to
the issuer rated. All information contained herein must be construed solely as statements of opinion, and ICRA shall
not be liable for any losses incurred by users from any use of this publication or its contents.

660
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Chennai Bangalore
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Email: jayantac@icraindia.com Mobile: 9845022459
Email: jayantac@icraindia.com
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Bhavan Road, Hyderabad—500083
Tel:- +91-40-40676500

661
CARE/DRO/RL/2015-16/1598

Mr. Sanjay Saxena,


General Manager (Finance)
Power Finance Corporation Ltd.,
Urjanidhi, 1, llarakhamba Lane, Connaught Place,
New Delhi-110001
August 31, 2015

Confidential

Dear Sir,

Credit rating for proposed FY16 Market Borrowing Programme


( '
Please refer to our letter number CARE/DRO/RL/2015-16/1281 dated June 22, 2015 and

your request for revalidation of the rating assigned to the long term market borrowing

programme of your company, within the overall market borrowing programme of Rs.

60,000 (including short term borrowing aggregating Rs. 10,000 crore as a sublimit to the

total borrowing programme) for FY16 (Details in Annexure I).

2. Our Rating Committee has reviewed the following rating(s):

Instrument -Affio-u-nt- ---- -1


_(_Rs. cro_reL _ _ ' -- . -
Long/Short-term borrowing - 60,000* CARE AAA/CARE Al+ Reaffirmed

I~o~:~)_ - -
Market Borrowing Prograrnn1e

I__ _
-(Rupees ~~~~YO~h~u:~~:
____ cro_re onlvL __ [
(Triple A/ A One Plus)

---- - ----------
*includes short term borrowing aggregating Rs. 10,000 crore as a sublimit to the total borrowing
programme

3. Please arrange to get the rating revalidated, in case the proposed issue is not made

within six months for long term rating and two months for short term rating from the

date of this letter.

4. Please inform us the details of issue [date of issue, name of investor, amount issued,

interest rate, date of maturity, etc.] as soon as it has been placed.

1
Cor11plete definitions of the ratings assigned are available at JY__~{!'/.car!Z_CQJ}nqs.con1 and in oiher CAl?.E
publications.

Page 1 of 3

CREDIT ANALYSIS & RESEARCH LTD.


CORPORATE OFFICE: 4'' Floor, Godrej Coliseum, Somaiya Hospital Road, 13th floor, E-1 Block, Video con Tower
Off Easterf11Express Highway, Sion (E), Mumbai 400 022. Jhandewalan Extension, New Delhi 110 055
Tel.: +91-22-6754 3456; Fax: +91-22-6754 3457 Tel: +91-11-4533 3200
Email: care@careratings.com I www.careratings.com Fax: +91-11-4533 3238
662
5. CARE reserves the right to undertake a surveillance/review of the rating from time to

time, based on circumstances warranting such review, subject to at least one such

review/surveillance every year.

6. CARE reserves the right to suspend / withdraw / revise the rating assigned on the

basis of new information or in the event of failure on the part of the company to

furnish such information, material and clarifications as may be required by CARE.

CARE shall also be entitled to publicize I disseminate such suspension /withdrawal /

revision in the assigned rating in any manner considered appropriate by it, without

any reference to you.

J,. Users of this rating may kindly refer our website www.careratings.com for latest
( update on the outstanding rating.

8. CARE ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,

Yours faithfully,

I /~
.-o-,,_..-",_...--z
1.
,,./
<o,1/ ....,... ~--'
l.;// -......
Gaurav Jain · Gaurav Dixit
[Analyst] [Assistant General Manager]
gau rav. ja in@careratings.com ga u rav .d ixit@ca re ratings, com

Encl.: As above
( Disclaimer
CJ\IU'.'s ratings are opinions on credit quality and are not recommendations to sanction, renew,
disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE has based its
ratings on information obtained fron1 sources believed by it to be accurate and reliable. CARE does
not, however, guarantee the accuracy, adequacy or completeness of any information and is not
responsible for any errors or omissions or for the results obtained from the use of such inforn1ation.
Most entities whose bank facilities/instruments are rated by CAHE have paid a credit rating fee, based
on the <Jn1ount and type of bank facilities/instruments.
In case of partnership/proprietary concerns, the rating assigned by C/\HE is based on the c<Jpit<1l
deployed by the partners/proprietor and the financial strength of the firm at present. The rating may
undQrgo change in case of withdrawal of capital or the unsecured loans brought in by the
_partners/p_~prietor_ in_ additio~_!~he___!!_~f!cj_~~-C:r~oe__r12_~!:1cc_~-~ otl~~relevan~ factors.

Page 2 of 3

CREDIT ANAlYSIS & RESEARCH LTD,


13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi 110 055.
Tel: +91-11 ·4533 3200 I Fax: +91-11-4533 3238 J Email; care@careratings.com I www.careratings.com
CIN-L67190MH 1993PLC071691
663
Annexure I
------,----·-~ -------·
Particulars Amount Outstanding Amount Un utilized
as of August 31, 2015 As of August 31, 2015
(Rs. Cr) (Rs. Cr)
f----------·---------\----~"-'c.c_----+-·---"=c~C----j
Market Borrowing Programme (FY16) of 15,904.42 44,095.58
l\s. 60,000 er (including sublimit of Rs. (including short term (including 8,227.58 for
10,000 er for short term borrowings)
__ cc__:____
borrowing of 1,772.42) short term borrowings)

Page 3 of 3

CREDIT ANALYSIS & RESEARCH l TD.


13th Floor, E-1 Block, Videocon Tower, Jhandewalan Extension, New Delhi 110 055.
Tel: +91-11-4533 3200 I Fax: +91-11-4533 3238 I Email: care@careratings.com I www.careralings.com

CIN-l67190MH1993PLC071691

664
1t'i,,-£1:u,;o
,~Utfr>~cl bt~i'.+'hf

CARE/DRO/RL/2015-16/1281

Mr. Sanjay Saxena,


General Manager (Finance)
Power Finance Corporation Ltd.,
Urjanidhi, 1, Barakharnba Lane, Connaught Place,
New Delhl-110001
June 22, 2015

Confidential

Dear Sir,

Credit rating for proposed FV16 Market Borrowing Programme

Please refer to our letter no. CARE/DRO/RL/2015-16/1020 dated April 07, 2015 and your

request for enhancement of sublimit for short term market borrowing programme of your

company, within the overall market borrowing programme for FY16 (Details in Annexure

I).

2. Our Rating Committee has reviewed the following rating(s):


-Instrument
····-·-------------·
Amount Ratlng 1 Remarks
!
_JRs ..E!:.ore) 1 I
~-,----·------~

Long/Short-term borrowing - 60,000* -+--C-A_R_E_AA._A_/CA_R_E_A_l_+_l_R~afflrmedl


I I
Market Borrowing Programme (Triple A/A One Plus) 1

(FY16)

*includes short term borrowing aggregating Rs. 10,000 crore (enhanced from !ls. 5,000 crore) as a sublimit
to the total borrowing programme
3. A write-up on the above is proposed to be issued to the press shortly. A draft of the

rationale cum brief rationale is enclosed for your information as Annexure II.

4. Please arrange to get the rating revalidated, in case the proposed issue is not made

within six months for long term rating and two l)lOnths for sl1ort term rating from the

date of this letter.

5. Please inform us the details of issue [date of issue, name of investor, amount issued,
interest rate, date of maturity, etc.] as soon as it has been placed.

1
Con1plete definitions of the rating5 assigned are availa/J/1? at ivwvv.corerutirurs.Gon1 and iri other CAHE
publicolions.

Page 1 of 5

CREDIT ANALYSIS & RESEARCH LTD.


CORPORATE OFFICE: 4'" rloor, Godrnj Coli5eum, S1:nnfl.iyi1i Hospital Road, 131h floor, f.·1 Blotk. Vtde:ocan Tower
on £asterltJfxprcss Highwt1y, Sion (I-), M\1mb.1i 400 022- Jha,ndewalarr Exte1uion, New Delhi 110 055
y01 ; +91 , 12. 6 754 .1456.- F.t~; +91- 2 2- 6754 14 5 7 leoi: .,<f1. 11-45-JJ .l2.C-0
Ernai!: Cdreifilcilrcralmgs.r:om I ww-v.' C/Hter<i!;f\~j._t:Oln fz-,,:,,9\.\~.,;t)J.} 37)$

665 --··--~-~--------
-~-------

..

6. CARE reserves the right to undertake a surveillance/review of the rating from time to

time, based on cirCL1mstances warranting such review, subject to at least one such

review/surveillance every year.

7. CARE reserves the right to suspend I withdraw I revise the rating assigned on the

basis of new information or in the event of failure on the part of the company to

furnish such information, material and clarifications as may be required by CARE.

CARE shall also be entitled to publicile I disseminate such suspension I withdrawal I


revision in the assigned rating in any manner considered appropriate by it, without

any reference to you.

8. Users of this rating may kindly refer our website www .careratings.com for latest
update on the outstanding rating.

9. CARE ratings are not recommendations to buy, sell, or hold any securities.

If you need any clarification, you are welcome to approach us in this regard.

Thanking you,

Yours faithfully,

- \),., '[,r
(;::'~ \r¥'- "' ""' /_.~

Prachi Agarwal Gaurav Dixit


[Deputy Manager] [Assistant General Manager]
p rach i. aga rwa l@ca re ratings. com gaurav.dixit@careratin&U:Qll

--·---·
Encl.: As above

r; ARE's ratings (Ire opinions 011 credit quality


Dlsclalmer.
and are not reco1nmendations to sanction, renew,
·-----~-~--1
disburse or recall the concerned bank facilities or to buy 1 sell or hold any .security. CARE has based its
I ratings on information obtained from sources believed by it to be accurate and reliable. CARE tloes
' not, however, cuara,ntee the accliracy, adequacy or completeness of any information and is not
respanslble for any er~ors or on1issions or for the results obt~ined frorn the use of such information.
Most entitles whose bank facilities/instruments are rated by CAHE have paid a credit rating fee, based
on the amount and type of bank facilitle:i/instruments.
In case of partnership/proprietary concerns, the rating assigned by CARE ts based on the capital.
deployed by the partners/proprietor and the financial str(~ngth of the firm at present. Tbe rating may
undergo change in. case of withdrawal of capitol or the urlsecured loans brot1ght in by the
j p_~,rtnc:r.~f_rropr\~.~~r in ~.~_diti~~}.!~ the fin.~nclal perforn1an.ce and ot~er relevant facto!~~·--·

Page 2 of 5

CREDIT ANALYSIS & RESEARCH LTD.


13th fbot, f. \ !llcck~ Vl<ll'!qt::on Towr.r, 'handew~1im £Ae01lon, New Delhi t 10 05).
1 et· •-9 l 11 ·4$31 3200
c ! F<\:t; +'iii· 11 ·4S3J 3:218 1 fanLi:t '::-&''mar~rati~S-<:n0 i Y..'"¥fm .r;:.ar.:ora-~if'')-t.,'i:-Otn

666
Annexure I

~- Paftlculars~j
":,.'-->---f--'_,_,·:-·-~---.

L<.-'~--'c~~-'--""-"-""'-~'-'-"--'-'-'-~='-'..c+=
-. -

iMarket Borrowing Programme (FY16)


-,,,,-~-:

l
9559.41 50,440.59
of Rs. 60,000 er (including sublimit of
(Including short term (including 5,062.59 for
Rs. 10,000 er for short term
borrowing of 4937.41) short term borrowings)
borrowings) -
---- --·-----~-----------~------

Page 3 of 5

CREDIT ANALYSIS & RESEARCH LTD.


131 h floor, E-1 S!ot'r., Vldt-ocon Tp.wer, Jhar1d.,wa.Jan E.:..:t~1v;ion, N~w Delhi t 10 055:
TP.:l: +q1 i' -4533 320-0 1 fa..r: ~91, 1 ~-4533 32 3S i ~mi\ii: CJiTu@tat-.tr atin9Li:om l ~-Cll'2T;!:tf'"'9Lt"¢m

667
..
Annexure II

Rationale cum Brief Rationale


CARE reaffirms the ratings assigned to the FY16 Borrowing Programme of

Power Finance Corporation Ltd


Ratings
~.
·~
• Amount
Facilities ! (Rs. crore)
Ratingsz Relnarks

Long·tenn/ Short·tenn Borrowing CARE AAA/ CARE Al+


60,000 Reaffirmed
Prograr111ne for FY16 (Triple A/ A One Plus]
-·-- -
"inc lodes short lerrn borrowing aggregating Rs.10,000 crore (enllanced /ron1 Rs. 5,000 crore) as a sublirnit to
the total borrowing prograrnme

Rating Rationale

The ratings factor in the mujodty owner5hip by the Governrnent of lndia {Gol) and Power Finance

Corporation Ltd's (PFC) strategic importance to Gol in the developn1ent of power infrastructure in India, The

ratings also draw comfort frorn PFC's healthy capitalizotion levels, diversified resource profile, stable
profitability and comfortable asset quality and lfquidlty position. The rating strengths are partially offset by

PFC's. high exposure to weak st<:1lC: power utilities and high sectoral as well as borrower concentration risk.

Going forward, continued ownership by Gol and maintaining comfortable asset quality are the key rating

sensitivities,

Background

PFC was set up in the year 1986 as a Financial Institution {Fil dedicated to power sector financing. The

corporation was notified as a publk financial it1stltution in 1990 under the Companies Act, 1956. Until 1996,

PFC lent exclusively to the public sector entitles. Since 1996 1 it has expnnded its customer profile to include

privato, sector power utilities and project5. In. the ye<:1r 2010, HBI h"d classified the cornpany as 11nrrastructure

finance Company lNBFC-ND-IFC)'.


Th~ pfoduct portfolio of PFC includes financial products and services like rupee term loan, shorl~term loan,

equiprnent lease flnanc1n.g and transitional financing services etc for various power projects in generntion,

transmission and distribution sector. PFC's clients malnly include central power utiHties, slate power utilities,

private power sector utilities (including independent power producers), joint sector power utHities and

povJer equipment manufacturers.


Furthermore, PFC has been designated as the nodal agency by the Ministry of Power {MoP), Governn1ent of

·India (Gol), for the devefoprnent of Ultra Mega Power Projects {UMPPs) and operationalis-ation of
Hestructured Accelerated Power Develo1J111ent and Reforrn Progrmnme (R-APDRP).

1
Cornplete definition of the ratings ass,-gned are avoiloble at ww1..v.careratings.con1 and other CllRE
publications

Page 4 of 5

CREDIT ANALYSIS & RESEARCH LTD.


1lth floor, E~ 1 6!i;id, Vtdeoeon Tuwet, Jh~:idaw,,lan tneruiof1, New D-e!hl 110 055.
~9 1- t
1
',,,, \ -4$33 3200 i GA.>-: • t:J \, i 1 ·4$313231) j [m;tiL tii~®-G_t;:arBrt,.;if'1-gt-~UIT1 \ va<'1-t CO.h!Udl"l'fl' ;:-:,rr;

668
During FY15 (refers to the period April 01 to March 31), PfC reported a PAT of Rs.5,959 croreon totalincomc
of Rs.24,907 crore as con1pared to PAT of Rs.5,418 crore on total iocome of Hs.21,537 crore In FY14. Gross

NPA and net NPA ratios as on March 31, 2015 stood at 1.09% and 0.87% respectively as compared to 0.65%
and 0.52% respectively as on March 31, 2014. The CAR as on March 31, 2015 stood at 20.311% as compare~

to 20.10% as on March 31, 2014.

Page 5 of 5

CREDIT ANALYSIS & RESEARCH LTD.


11th f)oor, E- 1 &lock. Vldet;:.((lfl T(lwet, lh&nde:will-*n fxtention, N>SW Dt!lh\ i 10 055,
Tei ·' t:/ \. 11-4533 12:0-0 ! far: <-'11·' 1-4Sl3 :rt~& ; fmail; (W~*'-1VH~ring;,c..om ! Vi"-""' t"ttottalli'.<J~ z-.;.n1

669
~~Ratings
l'rofr-,-mn.il RJ~I.. Opinion

CARE/DRO/RL/2015-16/1020

Mr. Sanjay Saxena,


General Manager (Finance)
Power Finance Corporation Ltd .,
Urj;rnidhi, 1, Barakhamba Lane, Connaught Place,
New Delh1-110001

April 07, 2015

Confidential

Dear Sir,

Credit rating for proposed FY16 Market Borrowing Programme

Please refer to your request for rating of proposed long term and short-term market borrowing

prop,ramme for FY16 aggregating to Rs. 60,000 crore of your company.

J
2. The following ratings have been assigned by our Rating Committee:

Amount 1
Instrument Remarks
(Rs. crore) Rating
Long term/ Short term borrowing - Market CARE AAA/ CARE Al+
60,000* Assigned
Borrowing Programme (rY16) ~-(Triple A/ A One Plus) _

*includes shorl term borrowing aggregating Rs 5,000 crore as a sublimit to the total borrowing
programme

3. The Commer cial Paper/Short term debt issue would be for a maturity not exceeding one

year.

4. The rationale for the rating will be communicated to you separately.

'Complete defrniltons of lhe ratings assrgred are ava1lable 01 www.careratmqs.com and mother Cl\RE
publtcauons.
Page 1of3

C~EDIT ANALYSIS & RESEARCH LTD.


CORPORATE OFFICE· 4 Floor, God1ej Col,,eum, Soma1ya Hospital Road, 13th Floor, E· 1 Block, V1deocon Tower
Off Eastetll!Express Highway, Slon (E). Mumbai 400 022 Jl>andewalan Extension, New Del hi 110 055
lf'l •91·22-6754 3456; Fa» •91-22-6754 3J57 lpl .91.11 . .:533 3200
E-111: c-are~careratin9s com www carera' ngs cc..,.. ...... o;. , , ~533 3238

670
~. Please arrange to get the rating revalidated, in case the issue 1s not made with111 a period

of six mont hs for long term rating and two months for short term rating from the date of

our initial communication of rating to you (that is April 06, 2015).

6. In case there is any change in the size or terms of the proposed issue, please get the

rating revalidated .

·1. Please inform us the details of issue [date of issue, name of investor, amount issued,

interest rate, date of paymen t of interest, date and amount of repayment etc.] as soon as

the instruments have been placed.

8. Kindly arrange to submit to us a copy of each of the documents pertaining to the issues,

including the offer document and the trust deed.

9. CARE reserves the right to undertake a surveillance/review of the rating from time to

time, based on circumstances warranting such review, subject to at least one such

review/surve1llc:ince every year.

10. CARE reserves the right to suspend/withdraw/revise the rating assigned on the basis of

new information or in the event of failure on the part of the company to furni:.h :.uch

111formation, material or clarifications as may be required by CARE. CARE shall also be

entitled to publicize/disseminate such suspension/withdrawal/revision in the assigned

rat111g in any mc:inner considered appropriate by it, without reference to you.

11. CARE ratings do not take 111to account the sovereign risk, if any, attached to the foreign

currency loans, and the ratings are applicable only to the rupee equivalent of these loans.

17. Users of this rating may kindly refer our website www.careratings.com for latest update

on the outstanding rating.

13. CARE rat111gs are not recommendations to buy, sell, or hold any securities or sanction,

renew, disburse or recall the concerned bank facilities .

Page 2 of 3

CREDIT ANALYSIS & RESEARCH LTD.


13th floor, E-1 Block. Videocon Tower, Jhandewalan Extension. New Delhi 110055.
Tet +91-11 ·4533 3200 I Fu: +91· 11-4533 3238 I Emal~ cu.Ocar.•ati~gl.com _,,.. are•atl"9l.Com
': ·~·L6 '1Q:;MH1993PLC07'6~1

671
If you need any clarification, you <:1re welcome to approach us in this regard. We are indeed,

p,rtlteful to you for entrusting this <:1ss1gnment to CARE.

Thanking you,

Yours faithfully,

. _,,,,.
~
7>'" )... . . ...
~(J-w-f? /
Gaurav Jain Gaurav Dixit
[/\11,1lyst] [Assistant General Manager]
b.0111.1v.jain@carcrc:iting~.com gaurav.dixit@careratings.com

ID~t As above
Disclaimer
Cl\lll 's ratings arr. op1111ons on crPd1l quality and are not recommendations to sanction, renew,
d1-,burw or recall thr concerned bank facilities or to buy, sell or hold any secu1 ity. CARE has based its
r.1t111gs on information obtained from sources believed by il to be accurate and rel1ab e. CARE does
ttol however, guarantN' the accur;icy, i!OP'lu;icy or completeness of any information and 1s not
re5ponsible for any errors or om1ss1ons or for the results obtained from the use of such 1nformat1on
Mo5t entities whose bank !ac1hties/tnstruments are rated by CARE have paid a credit rating fee, based
on the amount and typf of bank facilities/instruments.
In casC' of partnership/proprietary concerns, the rating assigned by CARE is based on the capital
d<'ployed by the partners/proprietor and the financial strength of the firm al present. The rating may
undergo change in case of withdrJwal of capital or thC> unsecured loans brought in by the
µ.inners/proprietor 111 ddd1llon to the financial performance and other relevan1. !actors. __ _ _

Page 3 of 3

CREDIT ANALYSIS & RESEARCH LTD.


13th Floor, E-1 Block. Videocon Tower, Jhandewalan Extension, New Delhi 110055.
Tel: T91 · 11·4S33 3200 I Fu: +91·11-4533 3238 I Ema!I: cu.OcareraM9s.co,., www care•&tir<js.com
c1r, .L6 ~19QMH 1993 PLC0716"'

672
Annexure - I

Rating Rationale

Power Finance Corporation Limited


Ha tings

Facilit ies
l (:s~;r~~:) j

Ratings
CARE AAA/ CARE Al+
1
Rem~
rks
I ong term/ Short-term Borrowing Programme for FY16 60,000 [Triple A/ A One Plus] Assigned

• inclvdes short term borrowing aggregating Rs. 5,000 crore as a sublimit to the total borrowing programme

Rating Rationale

I he rnungs factor in the majority ownership by the Government of India (Gol) and Power Finance Corporation Ltd's

(J>I C) strategic importance to Gol in the development of power infrastructure in India. The ratings also draw

comfort from PFC's healthy capitalization levels, divers1f1ed resource profile, st able profitability and comfortable

asset quality and liquidity position. The rating strengths are partially offset by PFC's high exposure to weak state

power ul1l1ties and high sectoral as well as borrower concen t ration risk.

Going forward, continued ownership by Gol and maintaining comfortabl e asset quality are the key rating

~<'ns i ti vi ties.

Background
1>1 C was set up in the year 1986 as a Financial Institution {Fl) dedicated to power sector financing. The corporation

w.1-. nottl1cd as a public financial 1nst1tut1on in 1990 under the Companies Act, 1956 Until 1996, PFC lent

exclusively to the public sector ent1t1cs. Since 1996, 1t has expanded its customer profile to include private sector

power ulil1lies and projects. In tlw Y<~ar 2010, RBI had classified the company as 'Infrastructure Finance Company

(Nl~ I C ND IFC)'.

1lw product portfolio of Pre includes financial products and services like project t erm loan, short-term loan,

c'qu1pment lease financing and transitional financing services etc fo r various power projects in generation,

trt1nsm1ss1on and distribution sector. PFC's clients mamly mclude state power utilities, private power sector utilities

(including independent power producers), JOlllt sector power ut1ht1es and power equipment manufacturers.

I urthcrmore, PFC has been designated as the nodal agency by the Minist ry of Power (MoP), Government of India

(Gol), for the development of Ultra Mega Power Proiects (UMPPs) and operationahsation of Rest ructured

/\ccelPratPd Power Development and Refor m Program me (R /\PDRP).

'Complete definition of the ratings assigned are available at www.careratings.com and other CARE publications

CREDIT ANALYSIS & RESEARCH LTD.


13th Floor, E-1 Block. Videocon Tower, JhandewAlan Extension, New Delhi 110 055.
Tel: •91-11-4533 3200 Fu:•91-11-4533 3238 Ema. ~&tings.com _._.car••&tings.com
CIN-l ... ,. OMH1993PLC071691

673
Credit Risk Assessment

Government ownership and support and status of nodal agency

Gol 1s lhl' major shareholder with /2.80% stake in PFC. The Corporation has been enjoying patronage and support

f1 om the Gol by way of ext0nding sovereign guarantees to the foreign currency borrowings and providing PFC

ilcccss to Central Plan /\llocation Funds for recovering dues from Stale Power Utilities (SPU) that have delayed
r<'paymPnls. Besides, PFC is a strategically important entity for the government as it is the nodal agency for various

Col's schemes like UMPP scheme aimed at meeting India's power requirement with each UMPP having a capacity

of 4,000 megawatts (MW) or above and R-APDRP scheme aimed at strengthening & up-gradation of Sub

1r,1nsm1ssion and Distribution network. PFC is also the bid process coordinator for the Independent Transmission

Projecls (ITP) scheme which is a tariff-based competitive bidding process for the development of transmission

wslems through private sector participation. PFC receives a fee as well as the reimbursement of expenditure in

1mplcmrnlation of the programme. PFC plays a pivotal role in financing power projects of both the state and

1mvatP sector, thereby being instrumental in strengthening the power infrastructure of the country.

Healthy growth in credit portfolio

1lw loan portfolio of PFC had registered a growth of 18% in FY14 (refers to the period April 01 to March 31)

(increasc'd from Rs.160,581 crore ns on March 31, 2013 lo Rs.189,474 crore as on March 31, 2014). PFC's main

clH'nts are State Power Ulilitic•s, Central Power Sector Utilities nnd Joint sector power utilities, which accounted for

,1 su bstanllal part (85%) of the credit portfolio as on March 31, 2014 (88% as on March 31, 2013); the remaining

portfolio represents PFC's exposures to private power sector utilities (independent power producers).

I urthermore, the exposure 1s mainly towards the generation segment (Rs.144,687 crore 1 e 77% of the loan

p01 tfolio as on March 31, 2014) followed by the transmission segment (Rs.11,822 crore which is 6%) and

d1slnbut 1on segment (Rs.6,98'.l crore which is 4%). As on December 31, 2014, net loan book stood at Rs. 203,913

c1 ore.

I o lal disbursement s (including R /\PDRP) had increased from Rs.46,368 crore in FY13 to Rs.47,802 crore in FY14,

Uwreby registering a growth of 3% in FY14. State sector continued to remain the main thrust for PFC as it

consliluted 69% of the disbursements done during FY14 followed by private sector (24%), JOint & central sector

(/%). I he disbursement to the generation segment accounted for 66% of total disbursement in FY14 and recorded

,, r:rowth of 24% over the previous year (from Rs. 25,582 crore in FY13 to Rs.31,640 crore in FY14). Furthermore,

loans disbursed to the Transmission and Distribution segment together contributed 8% to the total disbursements

in I Y14 (7% in FY13). The growth in the disbursements in FY14 was mainly on account of increased disbursements

in the generation segment In 9MFY15, PFC had disbursed (including R-APDRP) Rs.26,840 crore in which state

SPctor constituted 68% followed by the private sector (24%) .

CREDIT ANALYSIS & RESEARCH l TD.


13th Floor, E-1 Block, Yideocon Tower, Jh1ndewal1n Extension, New Delhl 110 055.
Tel: +91-11-4533 3200 I Fu: +91-11-4533 3238 Em&i are@c.arer1ti119s.co«> www c&r• •<·'>gS-Com

ON-~, OMH1993PLC071691

674
Adequate capitalization with healthy Tier I capital
H C has comfor table capitali1ation marked by healthy Tier I capital adequacy ratio (CAR) due to large net-worth

b.ic;e ;incl comfortable internal <Jccruals. /\son March 31, 2014, PFC had a Tier I CAR of 16.42% and overall CAR of

70. 10% (bC'ing classified as a Nl31 C Sl-ND-IFC, 1t is required to maintain minimum Tier I of 10% and overall CAR of

1',%). f\s o n December 31, 201'1, overall C/\R was 21.05%.

Diversified resource profile


Pl C has a well diversified resource profile, since 1t can mobilize funds at cost-effective rates from various sources

such a~ lorC'ign currency loan s, loans from international agencies like KfW, Asia n Development Bank, Credit

N,1lional I ranee, domestic financi al institutions, long term bonds, bank loans, commercial paper and infrastructure

bonds.

The total borrowing as on March 31, 2014 was Rs.1,59,215 crore (Rs.1,39,473 crore as on March 31, 2013), which

mainly included bonds (80% of the total borrowing as on March 31, 2014), term loans (19%) and short term

borrowings (1%). f\s on March 31, 2014, 94% of borrowings are in Rupee denominated and the remaining (6%) is

foreign currency denominated borrowings. Furthermore, during FY14, PFC has raised Rs.45,220 crore mainly

through taxable bonds (52% of borrow ings raised during FY14), tax free bonds (11%), CP (4.50%) and Rupee term

loans (3'1 !>0%). f\s on December 31, 2014, total borrowings stood al Rs.1,70,956 crore. PFC has proposed

borrowing of Rs.60,000 crorc 1n I Y16.

Comfortable Asset quality, however, high exposure to weak state power utilities and significant customer and
sectoral concentration

The asset quality of PFC is comfortable with Gross NP/\ of 0.65% and Net NPA of 0.52% as on March 31, 2014

(0.71% and 0.63% as on March 31, 2013). The Net NPA/Ne t worth was 3.60% as on March 31, 2014 (4.30% as on

March 31, 7013). The ratios had improved over the last year on account of an increase in loan book and accrual of

profits. 1n I Y14, one account amounting Rs. 76.63 crore (Krishna Godavan Power Utilities Limited) slipped to sub

standard ca t egory. F-urthermorc, an increase of Rs.16.37 crore in Gross NPA was on account of foreign exchange

lrdnslallonol adjustment (FCL of Konaseema Gas Power Ltd). This has resulted in increase in Gross NPA from

Hs.1,13'.> crore as on March 31, 7013 to Rs.1,228 crore as on March 31, 2014. Also, during FY14, the company had

rPslruclurcd 7 accounts with amount outstanding of Rs.4,398 crore as on March 31, 2014. This includes 5 standard

accounts with amount outstanding of Rs 3,955 crore as on March 31, 2014 The restructured assets during FY14/

l Odn asSC'lS rauo as on Morch 31, 2014 wa s 2.32 % (2.51% as on March 31, 2013).

During 9Mf-Yl~. there had been fresh slippages resulting in GNPA and NNPA ratio of 0.96 % and 0.75 % as on

December 31, 2014.

CREDIT ANALYSIS & RESEARCH LTD.


13th Floor, E· 1 Block, Videocon Tower, Jhandew&lan Extension, New Delhi 110 055.
Tel: +91-11-4533 3200 I Fu: +91-11-4533 3238 Email: c:artOarerat•ngs.com ' www.are•at ~com
CIN-l67190MH1Q931>LC071691

675
Pl C's portfolio mainly includes loans to State power utilities (SP Us) which constituted 67% of the loan book of

H\ 188,9% crore as on March 31, 2014. Exposure to private sector borrowers accounts for 15% of the total
portfolio. Since majority of the state power utilities have weak financial profile, it exposes PFC to vulnerability in

.issct quality. The company, however has been able to maintain good collection efficiency from its state as well as

private sector entities (collection efficiency of 96.64% in FY14 as compared to 99.39% in FY13).

I urthcrmore, PFC lends exclusively to the power sector, exposing it to the sectoral concentration risk. Additionally,

Pl C's top 15 borrowers accounted for 57% of the total loans as on March 31, 2014 (60% of the total loans as on

March 31, 2013), thereby exposing the company to high customer concentration risk.

Moderate liquidity profile


I h0 company monitors and munages its asset-liability mismatches and gaps regu larly. /\s per the ALM statement

d.1tcd March 31, 2014, there arc negative cumulative mismatches in most of the time buckets due to the maturing

ol bonds, term loans and foreign currency loans whereas the long term nature of loan assets. However, PFC's

dbility to effectively raise funds in a cost effective manner provides comfort to the liquidity profile.

Prospects
Pl Chas demonstrated sustained business growth in the past with comfortable asset quality despite weak financial

lwalth ol state power ut1liti<'s. Going forward, continued ownership of Gal and maintaining profitability and

c 01nfort<1ble asset quality would be crucial.

CREDIT ANALYSIS & RESEARCH l TD.


13th Floor, E·1 Block, Videocon Tower, Jhandewalan Extension, New Delhi 110 055.
Tel: +91-11-4533 3200 fu;+91-11-4533 3238 Ema.I- careOcarer&tings.co"' - .cuerAt•"'JS.com
Cl\l-L )MH1993PlC071691

676
I in'!!Lcial Perfor mance

(Rs. Cr)
I or lhe period ended I os ot Morch 31, 2012 2013 2014
(12m, A) {12m, A) {12m, A)

Working Results
interest lrom loans 12,621 16,923 20,979
Investment & Other Income 416 350 559
Total Income 13,037 17,273 21,537
lnlert'~t & ~in;rncial £:xpensc 8,662 11,088 13,279
Net Interest Income 3,962 5,837 7,700
Opc'r(lllng I xpcnscs 129 136 231
l'rov1sio11s 143 81 470
PBT 4,104 5,967 7,558
P/\T 3,032 4,420 5,418
Financial Position
Net worth c
1' '1 20,192 23,576 27,375
I otal Borrowings 110,126 139,473 159,215
loans & /\dvancc 130,215 160,518 189,474
lnvestm<'nts 59 161 352
l otal /\ssc•ts 135,203 169,350 194,406
Key Ratios
Solvency
Overall Gearing (limes) 5.45 5.92 5.82
lier I C/\R (%) 15.38 16.83 16.42
C1p1t,1l /\dcquncy Rnllo (C/\R) (%) 16.29 17.98 20.10
l11Lcrc~t Coverage (limes) 1.35 1.40 1.41
Profitnbility (%}
l11lN<~st lncome//\vg. Loans 10.98 11.64 11.99
lntcrcst//\vp,. 13orrowcd Funds 8.85 8.88 8.89
lrllcrrst Spread 2.13 2.76 3.10
Nc!t Interest Margin (NIM} 3.30 3.83 4.23
IMurn on Capital Employed (ROCI:) 11.04 11.62 11.90
HPturn on Net worth (RONW) 17.14 20.20 21.27
HPlurn on Totnl /\sscts (ROT/\) 2.53 2.90 2.98
Asset Quality(%}
Gross NP/\ I Grass Advances 1.04 0.71 0.65
Nc~t NP/\/ Net /\dv 0.93 0.63 0.52
N0t NP/\/ Net worth 6.01 4.30 3.60
Note
(1) Houos have been computed bosed on overage of annual opening and closing balance
(ii) Net worth includes free reserves, statutory reserves and other reserves.
(iii) I are1gn Currency Monetary Item Translation Difference Accounl is adjusted in the Net worth.

CREDIT ANALYSIS&: RESEARCH LTD.


13th Floor, E· 1 Block, Videocon Tower, Jhandewalan Extension, New Delhi 110 OSS.
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C l'ho " 'H1993PLC071691

677
Disclaimer
CfdH 's ra11ngs arr opinions on credit quality and are not recommrndations to sanction, renew, disburse or recall the concerned
bank faciL 111~s or lo buy, sell or hold any security. CARE has based its ratings on information obtained from sources believed by
11 to be accurate and reliable. CAHI docs not, however, guarantee the accuracy, adequacy or completeness of any information
.111d rs not responsible for any erro rs or omissions or for the rrsults obtained from the use of such information. Most entities
whose bank lac1htics/rnstruments arc rated by CARE have paid a credit rating fee, based on the amount and type of bank
I Julities/ 1nstrurnents.
In case of partnership/proprietary concerns, the rating assigned by CARE is based on the capital deployed by the
pcmncrs/proprictor and the financial strength of the firm at present. The rating may undergo change in case of withdrawal of
Ci1p1tal or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other
rPll'vant f.:rctors.

CREDIT ANALYSIS & RESEARCH LTD.


13th Floor, E-1 Bloclc. Videocon Tower, Jhandewai.n Extension, New Delhi 110 OSS.
Tel: +91-11-4533 3200 I Fax: +91-11-4533 3238 Email: care@careraMgs.com I www.caterat,.,g,.com
CIN-l6 7190MH1,,93PLC071 691

678
MILESTONE
TRUSTEE SERVICES

August 20, 2015

To,
Power Finance Corporation Limited
Urjanidhi, 1 Barakhamba Lane,
Connaught Place,
New Delhi.

Sub: Proposed public issue ("Issue") of tax free, redeemable, non convertible bonds in the nature
of debentures ("Bonds") having benefits under Section 10(15)(iv}(h} of Income Tax Act, 1961,
as amended ("Bonds" and such issue, "the Issue") by Power Finance Corporation Limited
("Company/Issuer ").

We, Milestone Trusteeship Services Pvt. Ltd., do hereby give our consent to our name being included as
the Debenture Trustee to the Issue in the draft shelf prospectus ("Draft Shelf Prospectus") to be filed
with the stock exchanges where the Bonds are propcsed to be listed ("Stock Exchanges") for pub!ic
comments and Securities and Exchange Board of India ("SE131"), and the Registrar of Companies, NCT of
Delhi and Haryana ("RoC"), in respect of the Issue and all related advertisements, and subsequent
communications sent to the holders of the Bonds pursuant to the Issue. We hereby authorise you to
deliver this letter of consent to the Stock Exchanges, the HoC and such other statutory and/or regulatory
authority, as may be required.

The following details with respect to us may be disclosed:

Name: Milestone Trusteeship Services Pvt. Ltd.


Address: 602, Hallmark Business Plaza, Sant Dnyaneshwar Marg, Opp. Guru Nanok Hospital,
Bandra (E), Mumbai 400 051, India Registration No- U93000MH2008PTC182660
Tel: Tel: +91 22 6716 7000
Fax: Fax: +91 22 6716 7077
E-mail: compliance@milestonetrustee.in
Investor Grievance e-mail: compliance@milestonetrustee.in
Website: www.milestonetrustee.in
Contact Person: Vaishali Urkude
SEBI Hegistration Code: IND000000544

We certify that we have not been prohibited from SEB! to act as an intermediary in cJpital market
issues. We confirm that we are registered with the SEBI ;md that such registration is valid as on date of
this letter. We further cunfirm that no enquiry/investigation is being conc!ucted by srn1 on us.

Milestone Trusteeship Services Private Limited (CIN: U93000MH2008PTC182660)


Regd. off.: 602 Hallmark Business Plaza, Sant Dnyaneshwar Marg, Opp. Guru Nanak Hospital. Sandra (East), Mumbai 400051. India.
T +91 22 6716 7000 F +91 22 6716 7077 website: www.milestonetrustee.in

679
We shall immediately intimate the Lead Managers of any changes, additions or deletions in respect of
the aforestated details till the date when the Bonds of the Issuer offered, issued and allotted pursuant
to the Issue, are traded on the Stock Exchanges. In absence of any such communication from us, the
above information should be taken as updated information until the listing and trading of the Bonds on
the Stock Exchanges.

We also agree to keep strictly confidential, until such time the proposed Issue is publicly announced by
the Company in the form of a press release, (i) the nature and scope of the Issue; and (ii) our knowledge
of the Issue of the Company.

Yours faithfully,

For Milestone Trusteeship Services Pvt. Ltd.

Autho ized Signatory


CC:

Edelweiss Financial Services Limited


Edelweiss House,Off CST Road, Kalina,
Mumbai 400 098

A. K. Capital Services Limited


30-39, Free Press House, 3'' Floor, Free Press Journal Marg
215, Nariman Point, Mumbai 400 021

RR Investors Capital Services Pvt. Ltd.


47, M.M. Road, Rani Jhansi Marg
Jhandewalan, New Delhi 110 055

l<arvy Investor Services Limited


701, Hallmark Business Plaza, 7th Floor, Sant Dyaneshwar Marg,
Off Bandra Kurla Complex, Bandra (East),
Mumbai 400 051

l<haitan & Co
One lndiabulls Centre13 1h Floor, Tower 1,
Senapati Bapat MargMumbai 400 013

680

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