INDIA NON JUDICIAL Government of National Capital ... · INDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp I N-DL72555427596204R 12-Apr-2019 10:40 AM IMPACC

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Certificate No.

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INDIA NON JUDICIAL

Government of National Capital Territory of Delhi

e-Stamp

I N-DL72555427596204R

12-Apr-2019 10:40 AM

IMPACC (IV)! d19603031 DELHI! DL-DLH

SUBIN-DLDL96030350208345292881 R

POWER FINANCE CORPORATION LIMITED

Article 5 General Agreement

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BOND TRUST DEED

This Bond Trustee Aeement hereinafter referred to as "the Agreement"! "Deed" is made at New Delhi this day of June, 2019.

By and Between

POWER FINANCE CORPORATION LTD., a company registered under the Companies Act, 1956 and a Governrnentflndia Undertaking having its Registered Office at

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Statutory Alert: 1. The authenticity of this Stump Certificate should be verified at www.shcilestamp.com". Any discrepancy in the details on this Certificate and as

available on the website renders it invalid. 2. The onus ot checkinp the legitimacy is on the users of the certificate. 3. In case of any discrepancy please inform the Competent Authority.

"Urjanidhi"l,Barakhamba Lane, Corinaught Place, New Delhi-110001, hereinafter referred to as "the Corporation" (which expression shall include its successors and assigns wherever the context or meaning shall so require or permit) of ONE PART

And

Beacon Trusteeship Ltd, a company established under the Companies Act, 2013 having its registered office and corporate office at 4C & D, Siddhivinayak Chambers, Gandhi Nagar, Opp. MIG Cricket Club, Bandra (East) Mumbai 400051,(hereinafter called "The Trustees") (which expression shall include its successors and assigns and the Trustees for the time being wherever the context or meaning shall so require or permit) of THE OTHER PART

WHEREAS

1. The Corporation was incorporated on 16th July, 1986 as a Public Limited Company under the Companies Act, 1956.

2. The Corporation is empowered by its Memorandum of Association to borrow or raise money or to receive money on deposit or loan at interest or otherwise by issue of debentures, bonds or debenture stock, perpetual or in such manner as the company may think fit.

3. The shareholders of the Corporation, through special resolution dated 19 August 2016, has given the consent to the Board of Directors of the Corporation for the borrowing from time to time upto Rs.4,00,000 Crores in Indian Rupees under Sec 180(1) (c) of Companies Act, 2013.

4. The shareholders of the Corporation, through special resolution dated September 11, 2018, in pursuant to provisions of Section 42 of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and any other applicable provisions of Companies Act 2013, has authorized the Board of Directors of the Corporation to make offer(s) or invitation(s) to subscribe to secured I unsecured, redeemable, non-convertible, taxable I tax free, senior I subordinated bonds I

debentures I debt securities ('Bonds') to the extent of Rs.65,000 crores in one or more tranches/series during the period commencing from the date of passing of Special Resolution till completion of one year thereof through private placement in conformity with Rules, Regulations and enactments as applicable from time to time, subject to the total borrowings of the corporation not exceeding the borrowing powers approved by the shareholders under Sec.180 (1) (c) of Companies Act, 2013.

5. The Board of Directors, in its meeting held on 24t1 July 2018, has decided to raise funds by issue Bonds' to the extent of Rs.65,000 crores in one or more tranches during the period of one year from the date of current AGM (i.e., 1 1th September 2018) through private placement in conformity with Rules, Regulations and enactments as applicable from time to time.

6. Further, the Board of Directors, in its meeting held on March 27, 2019 has decided to borrow upto a limit of Rs. 81,000 crore during the FY 2019-20 through different

Bond Trusi Deed Sr.-I88 BTL

sources in one or more tranches including by way of privately placed unsecured Bonds.

7. The Corporation requested Beacon Trusteeship Ltd. to act as Trustees for the holders of the Bonds to be issued by the Corporation during the financial year 2018-19, 2019-20 and 2020-21 in tranches, vide its letter dated May 30, 2019 and the Trustee agreed to act as Trustees on May 30, 2019 by accepting the offer on the said letter of the Corporation incorporating the terms and conditions.

8. The Corporation and the Trustees have entered into Trustee Agreement on March, 2019 recording the appointment of Trustees and obligations of the Corporation with respect to the issuance of Bonds by the Corporation during the Financial Year 2019-20.

9. In pursuance of aforesaid resolutions passed by the shareholders and Board of Directors of the Corporation and also in pursuance of the private placement offer letter dated June 03, 2019 the Corporation has allotted 6,911 Unsecured, Redeemable, Non-convertible, Taxable Bonds in the nature of debentures of Rs. 691.10 Crore under Series- 188 on June 04, 2019.

10. The Trustees have called upon the Corporation to execute an agreement being these presents with a view to more clearly recording the terms, conditions and stipulations as well as the Corporation's obligations in respect of the Bonds including payment of interest, redemption of Bonds, remuneration of the Trustees and other amounts in accordance with the terms of issue and the Corporation has agreed to do so, as hereinafter provided.

IN THE PREMISES AFORESAID AND IN CONSIDERATION OF MUTUAL PROMISES SETOUT HEREINAFTER, IT IS HEREBY AGREED BETWEEN THE PARTIES AS UNDER:

ARTICLE — I

1. DEFINITIONS & INTERPRETATION: In this Agreement (including the recitals above), except where the context otherwise requires, the following words and expressions shall mean the following. Words not defined in this Agreement shall have the same meaning as set forth in the Shelf Disclosure Document I Offer Letter (PAS-4) I Prospectus I Disclosure Document.

1.1) "Act" means The Companies Act, 2013 or the Companies Act, 1956 as may be applicable from time to time.

1.2) "Corporation", means POWER FINANCE CORPORATION LIMITED, a company, registered under the Companies Act, 1956, having its Registered office at "Urjanidhi"i ,Barakhamba Lane, Connaught Place, New Delhi-i 10001.

1 .3) "Bonds" 6,911 Unsecured, Redeemable, Non-convertible, Taxable Bonds in the nature of debentures of Rs. 691.10 crore under Series- 188.

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1.4) "Bondholders" or "Holders of Bonds" means the several persons who are Beneficial Owner(s) of bonds in electronic (dematerialized) form and whose names appear/s in the list of Beneficial Owners prepared / provided by Depository viz., NSDL/CDSL, as the case may be.

1.5) "Deemed Date of Allotment", means June 04, 2019

1 .6) "Disclosure Document" or "Memorandum", means Disclosure Document / Information Memorandum / Private Placement Offer Letter (PAS-4) dated June 03, 2019 issued to the prospective subscribers, in respect of issue of Unsecured, Redeemable, Non-convertible, Taxable Bonds in the nature of debentures of Face Value of Rs. 10 lacs each for Series 188 for cash at par for Rs. 691.10 crore.

1 .7) "Event of Default" means an event of default as set out herein;

1.8) "Financial Covenants and Conditions", means the covenants and conditions in respect of the Bonds issued under Series-188 as mentioned in the Disclosure Document more particularly set out in Schedule I.

1.9) "Meeting of the Bond Holders", means a meeting of the Bond Holders, duly called, convened and held in accordance with the provisions set out in Schedule Ill;

1.10) "The Trustee" or "Trustee" means Beacon Trusteeship Limited.

All references in this Agreement to any provision of any statute shall be deemed also to refer to the statute, modification or re-enactment thereof or any statutory rule, order or regulation made there under or under such re-enactment.

All references in this Agreement to Schedules, Clauses, Sub-Clauses, Paragraphs or Sub-paragraphs shall be construed as reference respectively to the Schedules, Clauses, Sub-Clauses, Paragraphs and Sub-paragraphs of these presents.

The provisions contained in the Schedule hereunder written shall have effect in the manner as if they were specifically herein set forth.

ARTICLE -Il

2. TERMS OF APPOINTMENT OF TRUSTEES:

2.1 Appointment of Trustee

The Corporation has appointed the Beacon Trusteeship Limited as the trustee to the Bond Holders and the Trustee hereby agrees to act as trustee for the benefit of the Bond Holders and their successors, transferees and assigns, the Trustee agrees and is authorised:

(i) to execute and deliver the Deed and all other documents, agreements, instruments and certificates cgate.plated by this Deed which are to be executed and delivered by)l rst as the Trustee shall deem advisable

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and in the best interests of the Bond Holders;

(ii) to take whatever action as shall be required to be taken by the Trustee by the terms and provisions of this Deed and SEBI (Debenture Trustee) Regulations 1993 as may be amended from time to time and all the applicable circulars, guidelines, orders etc. (together, "Applicable Laws") as the case may be , and subject to the terms and provisions of this Deed, to exercise its rights and perform its duties and obligations under the Applicable Laws and each of the documents, agreements, instruments and certificates referred to herein in such documents, agreements, instruments and certificates; and

(iii) subject to the terms and provisions of this Deed, to take such other action in connection with the foregoing as the Bond Holders may from time to time direct.

2.2 Trustees Remuneration

The Corporation shall pay to the Trustees remuneration as mentioned in the letter Ref. No. 7981BTL10L117-18 dated 13th March, 2018 for their services as Trustees plus applicable Service Tax. The fee and the year for this purpose would be reckoned from the deemed date of Allotment till redemption of bonds fully.

ARTICLE III

3. AMOUNT AND TERMS OF BONDS:

3.1 Amount of Bonds For the purpose of augmenting the long term resources of the Corporation for carrying out its regular business activities, enhancing long-term resource base, general corporate purposes including discharging existing debt obligations, at the request of the Corporation, the companies/financial institutions/other body corporates whose names are set out in Schedule-Il hereto (hereinafter referred to as "the Bondholders", which expression shall unless excluded or repugnant to the context or meaning thereof include any one or more of them or their respective successors and assigns) have applied for 6,911 Unsecured, Redeemable, Non-convertible, Taxable Bonds in the nature of debentures of Rs. 691.10 Crore on June 04, 2019 (hereinafter referred to as "Bonds") on the terms and conditions set out in Schedule I of these presents and private placement offer letter dated June 03, 2019. The Corporation has kept all the monies received on application in a separate bank account in a Schedule Bank and undertakes that the application money shall not be utilized for any purpose other than

(a) for adjustment against allotment of securities; or

(b) for the repayment of monies where the company is unable to allot securities

3.2 Allotment of Bonds

The Corporation has allotted Bonds of Rs. 691.10 Crore to the Bondholders on June 04, 2019. All the benefits under the Bonds will accrue to the Bondholders from the deemed date of allotment.

3.3 Interest in case of Delay in Allotment

The Corporation hereby confirms that the bonds are allotted within 60 days from the date of receipt of application money therefore, there is no instance of repaying money and payment of interest thereon.

3.4 Trustees for the Bondholders

Beacon Trusteeship Ltd has agreed to act as the Trustees for the Bondholders in respect of the Bonds on the terms and conditions and remuneration as contained herein. The Bondholders shall without any further act or deed be deemed to have irrevocably given their consent and authorized the Trustees to do, inter-alia, acts and deeds and things necessary to safeguard the interest of Bondholders in terms of the Private placement offer letter.

3.5 Interest

The Corporation shall, until the Bonds are fully redeemed or paid off, pay to the Bondholders interest (subject to deduction of income-tax, where applicable, at the rate prescribed from time to time under the Income Tax Act, 1961 or any statutory modification or re-enactment thereof for the time being in force) on the principal amounts of the Bonds outstanding from time to time, at the rates mentioned in Schedule I from the deemed date of allotment for the tenure of bonds shown throughout.

If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer on the following working day in line with SEBI circular No CIR/IMD/DF-1/122/2016 dtd November 11, 2016.

3.6 Redemption

The Corporation shall redeem the Bonds in accordance with Schedule-I hereto and as per terms of the Private Placement offer letter. Upon such redemption on the Redemption Date, the Bonds will not carry any obligations, for interest or otherwise, after the date of redemption.

If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the preceding Business Day along with interest accrued on the Bonds until but excluding the date of such payment.

3.7 Restriction on Preferential Payments

The Corporation shall pay and discharge all its liabilities to the Bondholders under this Agreement without preferring one over the other.

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3.8 Place and Mode of Payment by the Corporation

Interest warrants/cheques/DDs/NEFT/RTGS for all monies payable by the Corporation to the Bondholders shall be mailed/made on the due date to the Bondholders whose names appear on the list of beneficial owners given by the depository participant to the Corporation as on the record date/book closure date fixed by the Corporation in accordance with the Memorandum.

3.9 Transfer of Bonds

Transfer and Transmission of the Bonds shall be subject to the rules/ procedures as prescribed by NSDL/CDSL/Depository Participant, byelaws, rules and regulations, covered under Depositories Act 1996, Companies Act, 2013 as may be amended from time to time.

3.10 Bondholders Not Entitled To Shareholders Rights

The Bondholders will not be entitled to any of the rights and privileges available to the Shareholders (other than those available to them under statutory requirements) including right to receive notices of or to attend and vote at General Meetings of the Corporation. The Principal and the amount of interest on the Bonds will be paid to the registered Bond holders only, and in case of joint holders, to the one whose name stands first.

If, however, any resolution affecting the rights attached to the Bonds is placed before the Shareholders, such resolution will first be placed before the Bondholders for their consideration.

3.11 Amendment of the Terms of the Bonds

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to the Issuer.

3.12 Issuance of Bonds in Dematerialized Forms

The Corporation will issue Bonds in dematerialized form through NSDL/CDSL. All the provisions relating to issue, allotment, transfer, transmissions, etc. in respect of dematerialization and rematerialisation of the Bonds as may be prescribed under the Depositories Act, 1996 and the rules there under would be applicable to the Bonds issued in dematerialized form.

3.13 Right to Repurchase, Reissue and Cancellation of Bonds

The Corporation shall have the right to purchase/buy-back the Bonds at any time during the tenor of the Bonds subject to the terms and conditions prescribed under rule 17 of the Companies (Share Capital and Debentures) Rules, 2014. The Corporation may at its discretion, re-issue or cancel the repurchased bonds in accordance with the relevant provisions of the law.

3.14 Listing of Bonds

The Corporation has listed the Bonds on the Wholesale Debt Market Segment of NSE/BSE in accordance with the law. All expenses, costs charges incurred for the purpose of listing of the Bonds, shall be borne by the Corporation.

3.15 Credit Rating

3.15.1 ICRA has assigned a rating of 'AAA' to the long term borrowing programme for the Financial Year 2019-20 aggregating to Rs. 56,000.00 crore indicating the highest degree of safety with regard to payment of interest and principal vide letter no. D/RAT/2019-20/P-3/03 dated 17.05.2019.

3.15.2 CRISIL has assigned a rating of 'AAA/Stable' to the long term borrowing programme for the Financial Year 2019-20 aggregating to Rs. 56,000.00 crore, indicating the highest degree of safety with regard to payment of interest and principal vide letter no. SN/FSR/PFC/201 8-1 9/220056/2 dated 16.05.2019.

3.15. CARE has assigned a rating of 'AAA' to the long term borrowing programme for the Financial Year 2019-20 aggregating to Rs. 56,000.00 crore indicating the highest degree of safety with regard to payment of interest and principal vide letter no CARE/DRO/RL/2019-20/1 177 dated 21 .05.2019.

3.16 Articles of Agreement

This Agreement shall be read in conjunction with the relevant Private Placement Offer letter dated June 03, 2019 and it is specifically agreed between the Trustees and the Corporation that in case of any repugnancy, inconsistency or where there is a conflict between the conditions as are stipulated in the Memorandum and the Trustee Agreement, the provisions as contained in the Memorandum shall prevail and override the provisions of the Trustee Agreement.

ARTICLE -IV

4.1 Events of Default and Remedies

If one or more of the events specified herein happen(s), the Trustees may, in their discretion, and shall, upon request in writing of the holders of the Bonds of an amount representing not less than three-fourths in value of the nominal amount of the Bonds for the time being outstanding or by a Special Resolution duly passed at the meeting of the

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Bondholders held in accordance with the provisions set out in Schedule Ill hereto by a notice in writing to the Corporation initiate the following course of action:

a. Take up the matter regarding default with the Corporation;

b. Initiate necessary steps towards recovery of dues in terms of SEBl/ Statutory/Regulatory guidelines

c. Take necessary steps /action as may be required to be taken by the Trustee in terms of SEBI (Debenture Trustee) Regulations 1993.

4.2 Events of Default

a) Default in Payment of Principal Sums of the Bonds

Default has occurred in the payment of principal sums of the Bonds on the due dates.

b) Default in Payment of Interest

Two consecutive defaults have been committed by the Corporation in payment of any installment of interest on the Bonds.

C) Default in Performance of Covenants and Conditions

Default has occurred in the performance of any other covenants, conditions of offer document or information memorandum and under this agreement or any other agreement on the part of the Corporation and such default has continued for a period of thirty days after notice in writing thereof has been given to the Corporation by the Trustee/Bondholders.

d) Supply of Misleading Information

Any information given by the Corporations in its Information memorandum /Offer document, in the reports and other information furnished by the Corporation in accordance with the Reporting System and the warranties given/deemed to have been given by the Corporation to the Bondholders/ Trustees is misleading or incorrect in any material respect.

e) Cessation of Business

The Corporation without the consent of debenture holder ceases to carry on its business or give notice of its intension.

f) Proceedings against Corporation

The Corporation has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law or the Corporation is voluntarily or involuntarily dissolved.

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g) Inability to Pay Debts on Maturity

The Corporation is unable or has admitted in writing its inability to pay its debts as they mature.

h) Liquidation or Dissolution of the Corporation

An order has been made by the tribunal or special resolution has been passed by the members of the corporation for winding up of the corporation

i) Extra-Ordinary Circumstances

If extraordinary circumstances have occurred which make it improbable for the Corporation to fulfill its obligations under this agreement.

j) Appointment of Receiver or Liquidator

A Receiver or Liquidator has been appointed or allowed to be appointed of all or any part of the undertaking of the Corporation and such appointment is not dismissed within 60 days of appointment.

4.3 Notices on the Happening of an Event of Default

If any event of default or any event which, after the notice, or lapse of time, or both, would constitute an event of default has happened, the Corporation shall, forthwith give notice thereof to the Bondholders/Trustees in writing specifying the nature of such event of default, or of such event.

4.4 Expenses of Preservation of Assets of the Corporation and Of Collection

All expenses incurred by the Bondholders/Trustees after an event of default has occurred in connection with:-

(i) Preservation of the Corporations assets (whether then or thereafter existing); and

(ii) Collection of amounts due under this Agreement shall be payable by the Corporation.

ARTICLE - V

Corporations Covenants

5.1 Affirmative Covenants:-

The Corporation hereby covenants with the Trustees that the Corporation shall

(i) Conduct its business with due diligence and efficiency and in accordance with sound engineering, technical, managerial and financial standards and business practices with qualified and experienced management personnel;

(ii) Utilize the monies received towards subscription of the Bonds for the purpose for which the same have been issued-a pecified in the Disclosure Document.

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(iii) As and when required by the Trustees procure and furnish to them a certificate from the Authorized Official of the Corporation in respect of the utilization of funds raised by the Issue of Bonds.

(iv) Keep proper books of account and make true and proper entries therein of all dealings and transactions of and in relation to the business of the Corporation and keep the said books of account and all other books, registers and other documents relating to the affairs of the Corporation at its registered office or, where permitted by law, at other place or places where the books of account and documents of a similar nature may be kept and the Corporation will ensure that all entries in the same relating to the business of the Corporation shall at all reasonable times be kept opened for inspection of the Trustees and such person or persons, as the Trustees shall, from time to time, in writing for that purpose appoint;

(v) Give to the Trustees or to such person or persons as aforesaid such information as they or any of them shall require as to all matters relating to the business, affairs of the Corporation to the extent the same is within the scope of the terms and conditions of the Bond for effective discharge of its duties and obligations, including copies of reports, balance Sheets, profit and loss account etc.

(vi) Punctually pay all rents, royalties, taxes, rates, levies, cesses, assessments, impositions and outgoings, governmental, municipal or otherwise imposed upon or payable by the Corporation as and when the same shall become payable and when required by the Trustees produce the receipts of such payment and also punctually pay and discharge all debts and obligations and liabilities and comply with all covenants and obligations which ought to be observed and performed by the Corporation.

(vii) Forthwith 'give notice in writing to the Trustees of commencement of any proceedings affecting the rights of the bond holders.

(viii) Diligently preserve its corporate existence and status and all consents now held or any rights, licenses, privileges or concessions hereafter acquired by it in the conduct of its business and that it will comply with each and every term of the said consents, rights, licenses, privileges and concessions and comply with all acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body applicable to the Properties and Assets or any part thereof PROVIDED THAT the Corporation may contest in good faith the validity of any such acts, rules, regulations, orders and directions and pending the determination of such contest may postpone compliance therewith if the rights enforceable under the Bonds are not thereby materially endangered or impaired.

(ix) Inform trustee about any change in nature and conduct of business by the corporation before such change.


(x) Inform the trustee of any significant change in the composition of its Board of Directors.

(xi) Pay all such stamp duty on bonds (including any additional stamp duty), other duties, taxes, charges and penalties, if and when the Corporation may be required to pay according to the laws for the time being in force.

(xii) Promptly inform the Trustees if it has notice of any application for, winding up having been made or any Statutory notice of winding up under the Companies Act or otherwise of any suit or other legal process intended to be filed or initiated against the Corporation.

(xiii) Promptly inform debenture trustee of any amalgamation, merger or reconstruction scheme proposed by the corporation.

(xiv) Submit to the Bond Trustee its duly audited annual accounts, within six months from the close of its financial year;

(xv) The Corporation shall forward to the Trustee a periodical report containing the following particulars:

(a) Updated list of the name and address of debenture holders

(b) Details of interest due but unpaid and reasons thereof,

(c) The number and nature of grievances received from Debenture holders and (a) resolved by the Corporation (b) unresolved by the corporation and reason for the same.

(xvi) Send to the NSE and the Bond Trustee for dissemination, within one month from the end of half year (September and March), a half- yearly communication, counter signed by the Bond Trustee, containing inter-alia the following information: (a) credit rating; (b) debt-equity ratio accompanied with a certificate of authorised signatory of

company confirming the said debt-equity ratio; (c) previous due date for the payment of interest/principal and whether the same

has been paid or not; and (d) next due date for the payment of interest/principal.

(xvii) Promptly inform the Trustees of the happening of any labor strikes, lockouts, shut-downs, fires or any event likely to have a substantial effect on the Corporation's profits or business and of any material, changes in the rate of production or sales of the Corporation with an explanation of the reasons thereof.

(xviii) Promptly inform the Trustees of any loss or damage, which the Corporation may suffer due to any force majeure circumstances or act of God, such as earthquake, flood, tempest or typhoon, etc., against which the Corporation, may not have insured its properties

(xix) Shall comply with all the applicable regulations/guidelines/circulars /statues etc. as may be amended from time to time applicable to the Bond issuance including but not limited to Securities andEqIang Board of India (Issue and Listing of

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Debt Securities), Regulations, 2008, the Securities and Exchange Board of India (Debenture Trustee Regulations) 1993, the Depositories Act, 1996, and the rules notified by the NSDL and CDSL from time to time.

5.2 Negative covenants

The Corporation shall not:

(i) declare or pay any dividend to its Shareholders during any financial year, in case it makes default in payment of installment of principal and interest then due and payable on the Bonds or has not made provision for making such payment; and

(ii) permit or cause to be done any act or thing whereby its right to transact business could be terminated or whereby payment of any principal or interest on the Bonds may be hindered or delayed.

5.3 Debenture Redemption Reserve ("DRR"):

As per Rule 18(7)(b)(ii) of Companies (Prospectus and Allotment of Securities) Rules, 2014, for NBFCs registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997, no DRR is required in the case of privately placed debentures.

In case the similar exemption is not extended in future the Corporation will follow the applicable rules pertaining to DRR.

5.4 Redressal of Bond Holders' Grievances

The Corporation shall furnish to the Trustee details of grievances which are not resolved in reasonable time and the steps taken by the Corporation to redress the same. At the request of any Bond holder / Beneficial owner, the Trustee shall, by notice to the Corporation call upon the Corporation to take appropriate steps to redress such grievance(s).

5.5 Register of Bondholders

The record of bondholder will be maintained in electronic form (Demat) as beneficial owner of bonds by NSDL / CDSL. The Corporation shall request the Depository viz., NSDL or CDSL as the case may be to provide list of Beneficial Owner(s)

ARTICLE — VI

TRUSTEES RIGHTS, POWERS AND DISCRETIONS

6.1 General Rights, Powers and Discretions

In addition to the other powers conferred on the Trustees and provisions for their protection and not by way of limitation or derogation of anything contained in this Agreement nor of any statute limiting the liability of the Trustees, IT IS EXPRESSLY DECLARED as follows

(I) The Trustees may, in relation to these presents, act on the opinion or advice of or any information obtained from any solicitor, counsel, advocate, valuer, surveyor,

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broker, auctioneer, qualified accountant or other expert whether obtained by the Corporation or by the Trustees or otherwise but should exercise independent professional judgment.

(ii) Save as herein otherwise expressly provided the Trustees shall, as regards all trusts, powers, authorities and discretions, have discretion as to the exercise thereof and to the mode and time of exercise thereof to protect the interest of the investors:

(iii) With a view to facilitating any dealing under any provisions of these presents the Trustees shall have full power to consent (where such consent is required) to a specified transaction or class of transactions conditionally to protect the interest of the investors:

(iv) The Trustees shall have right to inspect the books of account, records, registers of the Corporation to the extent necessary for discharging its obligations and take copies and extracts thereof.

(v) The Trustees shall act upon any resolution purporting to have been passed at any meeting of the Bondholders in respect whereof minutes purported to have been made and signed by the Chairman of such meeting of the Bondholders:

(vi) The Trustees shall have full power to determine all questions and doubts arising in relation to any of the provisions hereof and every such determination bonafide made shall be conclusive and binding upon all persons interested hereunder:

6.2 Power of Trustees to Delegate

The Trustees hereof being a Company may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in them act by an officer or officers for the time being of the Trustees and the Trustees may also, whenever they think it expedient, delegate by Power of Attorney or otherwise to any such officer all or any of the trusts, powers, authorities and discretions vested in them be these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Trustees may think fit. In case of appointment by the Trustee of any third party including but not limited to an attorney, receiver, agent or any other Person, such appointment shall require the prior written approval of the Majority Debenture Holders.

6.3 Powers of Trustees to Employ Agents

The Trustees may, in carrying out the trust business, employ and pay any person or concur in transacting any business and do or concur in doing all acts required to be done by the Trustees including the receipt and payment of moneys provided trustees shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment.

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6.4 Duties of Trustee

(i) The Trustee shall ensure that the Memorandum I Prospectus does not contain any matter which is inconsistent with the terms of the Issue or the Bonds, or with this Deed;

(ii) The Trustee shall communicate promptly to the bondholders of any defaults in relation to the payment of interest or in redemption of the Bonds by the Corporation, and the actions taken by the Trustee thereof;

(iii) The Trustee shall call for periodical status or performance reports from the Corporation

(iv) The Trustee shall satisfy himself that the covenants in this Deed are not prejudicial to the interest of the bondholders;

(v) The Trustee shall ensure that the Corporation does not commit any breach of the terms of the Issue or covenants of this Deed and take such reasonable steps as may be necessary to remedy any such breach;

(vi) As and when any breach of the terms of the Issue or covenants of this Deed comes to knowledge of Trustee, Trustee shall inform the bondholders immediately of any breach occurred.

(vii) The Trustee shall call for reports on the utilization of funds raised by the Issue;

(viii) The Trustee shall take steps to convene a meeting of the Bondholders as and when such meeting is required to be held; and

(ix) The Trustee shall perform such acts as are necessary for the protection of the interest of the Bondholders and do all other acts as are necessary in order to resolve the grievances of the Bond Holders at the expenses of corporation.

6.5 Retirement and Removal of Trustees

Retirement

The trustees may retire at any time without assigning any reason, by giving one months notice in writing ,in advance, to the Corporation. However, trustees shall not be absolved from its responsibilities and continue to act as trustee till the Corporation appoints new trustee in its place.

Corporation shall take expeditious steps upon receipt of such notice to appoint as new trustees, anybody corporate holding valid license from SEBI in place of existing trustees.

Bond Tn,si Deed Sr.-188

Removal

The bondholders may for sufficient cause but, after giving not less than two months notice in writing, remove the Trustee by passing a Special Resolution to that effect, and by the same resolution nominate an entity competent to act as their trustee and require the Corporation to appoint such entity as the Successor Trustee. The Corporation shall within 15 days of receipt of such resolution passed by the bondholders take all necessary steps to appoint the entity named in the resolution as the Successor Trustee and complete all necessary formalities to give effect to such appointment.

Successor Trustee

Upon appointment of the Successor Trustee pursuant to the preceding sub-clause (i), all references in this Agreement to the Trustee shall unless repugnant to the context mean and refer to the Successor Trustee and the Successor Trustee shall without any further act or deed succeed to all the powers and authorities of the Trustee as if it had been originally appointed as the Trustee.

ARTICLE — VII

7. Waiver

Notwithstanding anything stated in this Agreement, the Trustee may, from time to time, or at any time waive on such terms and conditions as it shall deem expedient, any breach by the Corporation of any of the covenants and provisions contained in this Agreement except breach in payment of interest and principal amount, and without prejudice to the rights of the Bond holders I Trustee in respect of any subsequent breach thereof.


7/ 7 /o.

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ARTICLE —VIII

8. Effectiveness of Agreement

8. This Agreement shall be effective on and from the date first hereinabove written and shall be in force till the monies in respect of the Bonds have been fully paid-off.

8.1 Jurisdiction and Governing Law

The Parties hereby agree that all the matters of disputes or differences shall be subject to the jurisdiction of the Indian Courts and governed by the Indian Laws will be applicable for any of the legal proceeding which may arise in this respect.

IN WITNESS WHEREOF, the parties have caused these presents to be executed By their

authorised official on the day, month and year first above written as herein before appearing.

SIGNED AND DELIVERED BY Power Finance Corporation Ltd. within named Corporation by the hand of its authorize official

R. Shrikant Kumar, Manager (Finance) pursuant to the resolution passed by its BODson 11th February 2015.

SIGNED AND DELIVERED BY BEACON TRUSTEESHIP LTD. within named or Beacon TrusteehEp

Trustees by the hand of its authorize official

Shri._0'h'i YC 4\ Authóriied Signatory


SCHEDULE — I

Term Sheet

Security Name PFC - Bond Series 188

Issuer Power Finance Corporation Limited

Type of Instrument PFC Unsecured, Redeemable, Non-Convertible, Taxable Bonds in the nature of

Debentures Series 188

Nature of Instrument Unsecured

Seniority Senior

Mode of Issue Private placement basis

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

Listing (including name of

stock exchange where it

will be listed & timeline for

listing)

On the Debt Market segment of NSE and / or wholesale Debt Market segment

of BSE

Further, in case of investment by Flls investor, it shall be ensured by the

company that the bonds are listed within 15 days of allotment. In case bonds

are not listed within 15 days, company shall refund the allotment money to

investor

Rating 'AAA/Stable' by CRlSlL, 'AAA' by ICRA &'AAA' by CARE

Issue size Rs. 500 crore with green shoe option of Rs. 2000 crore to retain over

subscription

Option to retain

oversubscription (Amount)

Rs. 191.10 crore aggregating to Rs. 691.10 crore

Object of the Issue To augment resources of PFC for meeting fund requirement.

Details of utilization of the

proceeds

The funds raised through private placement are not meant for any specific

project as such and therefore the proceeds of this issue after meeting all

expenses of the Issue shall be used for meeting objects of the Issue.

Tenor 5 Years

Coupon Rate 8.10% p.a.

Step up/step down coupon

rate

Not applicable

Coupon Payment

frequency

Annually every year - - -

Bond Trust Deed Sr.-1S'8

Bond Trust Deed Sr. -188 TL PFC

Lane v

Coupon payment dates:-

First interest date

Subsequent interest

payment date

04-Jun-2020

Thereafter Annually every year

Coupon type Fixed

Coupon Reset process

(including rates, spread,

effective date, interest rate

cap & floor etc.)

Not applicable

Day count basis

-

Interest on Application

money

Interest on Refunded

Money against which

Allotment is not made

Actual/Actual Interest shall be computed on an "actual/actual basis. In case of leap year. if 29 Feb tlls during the tenor of security, then the number of days shall be reckoned as 366 days tor a whole one year period in accordance with SEBI circular No CIR/IMD/DF-1/122/2016 dtd. November 11.2016.

8.10 % p.a.

erest on application money shall be paid from the date of receipt of application

money in PFCs account till one day prior to the date of allotment on the

aggregate face value amount of Bonds. No interest on application money

would be paid if the date of receipt of application money and allotment is

same.

No interest on Application Money will be paid in respect of applications which

are invalid and / or rejected by PFC due to any reason.

Date of Redemption 04-Jun-2024

Redemption amount At par

Redemption

Premium/Discount

Not applicable

Issue Price At par

Discount at which security

is issued & the effective

yield as a result of such

discount

Not applicable

Put Option Date Not applicable

Put Option Price Not applicable

Call Option Date Not applicable

Bond Trust Deed Sr. -188 -BTL

iace * 1b:.1t0 '

PFC'

Call Option Price Not applicable

Put Notification Time Not applicable

Call Notification Time Not applicable

Face Value Rs. 10,00,000 (Rupees Ten lacs only) per bond

Minimum application size 10 bonds (Rs. 1 crore) and then in multiple of 1 bond (Rs. 10 Iakh)

Type of Bidding Closed Bidding

Manner of Allotment Uniform Yield

Issue Opening date 03-Jun-2019

Issue closing date - 03-Jun-2019

Pay-in-date 04-Jun-2019

Deemed Date of allotment 04-Jun-2019

Issuance & trading mode of

instrument

In demat Only

Settlement mode of the

instrument

Through NSE Clearing Ltd.

Mode of Subscription Applicants may make remittance of application money through electronic

mode only by 10.30 a.m. in line with SEBI circular dtd. 05.01.2018 on

'Electronic book mechanism for issuance of securities on private placement

basis'.

Depository National Securities Depository Limited ("NSDL") and Central Depository

Services (India) Limited ("CDSL")

Business Days/Working

Days

"Business Days"/ "Working Days" shall be all days on which money market is

functioning in Mumbai. However, for the purpose of credit of Demat A/c,

Working Days shall be all days on which NSDL/CDSL are open for business.

Effect of holidays If any Coupon Payment Date falls on a day that is not a Business Day, the

payment shall be made by the Issuer on the following working day in line with

SEBI circular No CIR/IMD/DF-1/122/2016 dtd November 11, 2016.

If the Redemption Date (also being the last Coupon Payment Date) of the

Bonds falls on a day that is not a Business Day, the redemption proceeds shall

be paid by the Issuer on the preceding Business Day along with interest

accrued on the Bonds until but excluding the date of such payment.

In the event the Record Date falls on a day which is not a Business Day, the

immediately succeeding Business Day will be considered as the Record Date.

Record Date 15 calendar days prior to actual interest/principal payment date.

Security The bonds issued are unsecured in nature.

Reissuance and consolidation

Our company shall have right to reissue or consolidate the bonds under

present series in accordance with applicable law.

Transaction Documents The Issuer has executed/ shall execute the documents including but not

limited to the following in connection with the Issue:

1. Letter appointing Trustees to the Bondholders;

2. Debenture Trusteeship Agreement;

3. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of

Bonds in dematerialized form; 4. Tripartite Agreement between the Issuer, Registrar and CDSL for issue of

Bonds in dematerialized form; 5. Letter appointing Registrar and MoU entered into between the Issuer and

the Registrar;

6. Application made to NSE and / or BSE for seeking its in-principle approval

for listing of Bonds;

7. Listing Agreement with NSE and /or BSE;

8. Letters appointing Arrangers to the Issue.

Conditions precedent

subscription of Bonds to The subscription from investors shall be accepted for allocation and allotment

by the Issuer subject to the following:

1. Rating letters from CRISIL, ICRA and CARE not being more than one

month old from the issue opening date;

2. Seek a written consent letter from the Trustees conveying their consent

to act as Trustees for the Bondholders; Making an application to NSE and BSE for seeking its in-principle approval for

listing of Bonds.

Conditions subsequent to

subscription of Bonds The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Private

Placement Offer Letter:-

1. Maintaining a complete record of private placement offers in Form PAS-5

and filing such record along with Private Placement Offer Letter in Form

PAS-4 with the Registrar of Companies and with Securities and Exchange

Board of lndia("SEBI") within a period of thirty days of circulation of the

Private Placement Offer Letter;

2. Filing a return of allotment of Bonds with complete list of all Bondholders

in Form PAS-3 under section 42 of the Companies Act, 2013, with the

Registrar of Companies, within thirty days of the Deemed Date of

Allotment; 3. Credit of demat account(s) of the allottee(s) by number of Bonds allotted

within two working days from the Deemed Date of Allotment;

4. Making listing application to NSE/ BSE within 15 days from the Deemed

Date of Allotment of Bonds.


5. Execution of trust deed within 3 months of the closure of the issue or offer

and sending the same to NSE and BSE within five working days of

execution for uploading on their website.

Besides, the Issuer shall perform all activities, whether mandatory or

otherwise, as mentioned elsewhere in this Private Placement Offer Letter.

Events of Default Default in payment of interest / principal redemption / delay in listing / delay

in execution of trust deed or as may be detailed in respective trust deed / trustee agreement,

In case of event of default , penal interest will be paid in accordance with

provisions of SEBI (Issue & Listing of Debt Securities) (Amendment)

Regulations, 2012.

Additional Covenants Default in payment: In case of default in payment of interest and! or principal

redemption on the due dates, the Company shall pay additional interest at the

rate of 2.00% p.a. over the Coupon Rate for the defaulting period i.e. the

period commencing from and including the date on which such amount

becomes due and up to but excluding the date on which such amount is

actually paid.

Listing: In case of delay ri listing of the Bonds beyond 20 days from the

Deemed Date of Allotment, the Company shall pay penal interest at the rate of

1.00% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed

Date of Allotment till the listing of Bonds to the Bondholder(s).

Provisions related to cross

default clause

Not applicable

Registrar & Transfer Agent RCMC Shaic Registry Pt Ltd.

Trustees BEACON TRUSTEESHIP LTD.

4C & D, Siddhivinayak Chambers, Gandhi Nagar, Opp MIG Cricket Club, Bandra (E), Mumbai, Maharashtra 400051

Role and Responsibilities of

Debenture Trustees

The trustees will be responsible for all action as per SEBI regulation and

Companies Act 2013.

The Trustees shall carry out its duties and perform its functions as required to

discharge its obligations under the terms of the Companies Act, 2013, SEBI

Debt Regulations, the Securities and Exchange Board of India (Debenture

Trustees) Regulations, 1993, Debenture Trusteeship Agreement, Private

Placement Offer Letter and all other related transaction documents, with due

care, diligence and loyalty.

Governing Law and

Jurisdiction

The Bonds shall be construed to be governed in accordance with Indian Law.

The competent Courts in New Delhi alone shall have jurisdiction in connection

with any matter arising out of or under these precincts.

ote:- 1.Payment of interest on application money & iterest will be subject to deduction of tax at source as applicable.

Bond Tn,si Deed Sr. -188 PF('

. ,:-QIhI4a c,N'

22

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Ic

Ppc r *j BTL

23

SCHEDULE —Il

List of Bondholders In r/o 8.10% p.a. Unsecured, Redeemable, Non-Convertible, Taxable Bonds in the nature of Debenture 188

SI No. Investor Name No. of Bonds

Issued

Amount

(Rs./ crore)

1 A.K. Capital Services Limited 60 6.00

2 Axis Bank Limited 950 95.00

3 HDFC Bank Limited 2000 200.00

4 ICICI Bank Limited 300 30.00

5 lClCI Securities Primary Dealership Limited 50 5.00

6 Kotak Mahindra Bank Limited 250 25.00

7 PNBGILTSLTD 950 95.00

8 SBI Capital Markets 1000 100.00

9 Yes Bank Limited 600 60.00

10 ADITYA BIRLA MONEY LIMITED 100 10.00

11 A K Capital Finance Limited 40 4.00

12 TSNPDCLPENSIONANDGRATUITYTRUST - 61 6.10

13

HDFC ERGO GENERAL INSURANCE COMPANY

LIMITED 500 50.00

14 TJSB SAHAKARI BANK LIMITED 50 5.00

TOTAL 6911 691.10


SCHEDULE - Ill (Meetings of the Bondholders)

01 WHO MAY CONVENE MEETINGS:

The Trustee or the Corporation respectively may and the Trustee shall, upon a requisition in writing signed by holders of at least one tenth of the face value of the Bonds for the time being outstanding convene a meeting of the Bond-holders. All such meetings shall be held at the Registered Office of the Corporation or such other place as the Corporation or Trustees may decide.

02 NOTICE TO TRUSTEES:

Whenever the Corporation is about to convene any such meeting it shall forthwith give notice in writing to the Trustee, of the place, day and hour thereof and of the nature of the business to be transacted thereat.

03 LENGTH OF NOTICE FOR CALLING MEETING:

(A) A meeting of the Bond-holders of the Corporation may be called by giving not less than clear twenty-one days' notice either in writing or through electronic mode.

(B) A meeting may be called after giving shorter notice than that specified in sub-clause (A) above, if consent is given in writing or by electronic mode by Bond-holders holding not less than 95 per cent in value of the Bonds issued by the Corporation.

04 CONTENTS AND MANNER OF SERVICES OF NOTICE AND PERSONS ON WHOM IT IS TO BE SERVED:

A. Every notice of a meeting of the Bond-holders of the Corporation shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat.

B. Notice of every meeting shall be given:-

(i) every Bondholder of the Corporation, legal representative of any deceased Bondholder

(ii) To the auditor or auditors for the time being of the Corporation.

(iii) To the Trustee when the meeting is convened by the Corporation.

C. The accidental omission to give notice to, or the non-receipt of notice by, any Bond-holder or other person to whom it should be given, shall not invalidate the proceedings at the meeting.


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05 EXPLANATORY STATEMENT TO BE ANNEXED TO NOTICE:

A. There shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business, including in particular the nature of the concern or interest, financial or otherwise if any, therein of every Director, the Manager, key managerial personnel and their relatives and any other information and facts that may enable the Bondholders to understand the meaning, scope and implications of the items of business.

B. Provided that where any item of business as aforesaid to be transacted at a meeting of the Bondholder relates to, or affects, any other Corporation, the extent of shareholding interest in that Corporation of the Promoter, every Director of the Corporation, the manager of the Corporation, if any, and every other key managerial personnel of the Corporation shall also be set out in the statement if the extent of such shareholding interest is not less than 2% of the paid-up share capital of that other Corporation.

C. Where any item of business consists of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.

06 QUORUM FOR MEETING:

A. One tenth of the total Bond-holders personally present shall be the quorum for a meeting of the Bond-holders of the Corporation and the provisions of sub-clauses (2) & (3) shall apply with respect thereto.

B. If, within half an hour from the time appointed for holding a meeting of the Bondholders, a quorum is not present, the meeting, if called upon the requisition of the Bondholders as per Section 100 of the Companies Act, 2013, shall stand dissolved but in any other case the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Trustee may determine and if at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the holding of the meeting, the Bondholders present shall be the quorum. Provided that in case of an adjourned meeting or of a change of day, time or place of meeting, the Corporation shall give not less than three days notice to the Bondholders either individually or by publishing an advertisement in the newspapers, in English and in vernacular language.

07 CHAIRMAN OF MEETING:


A. The nominee of the Trustee shall be the Chairman of the meeting and in his absence the Bond Holders personally present at the meeting shall elect one among them to be the Chairman thereof by show of hands.

B. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of the Companies Act, 2013, by the Chairman elected by show of hands exercising all the powers of the Chairman under the said provisions and the Chairman elected on the show of hands shall continue to be the Chairman of the meeting until some other person is elected as Chairman.

C. If some other person is elected Chairman as a result of the poll, he shall be Chairman for the rest of the meeting.

08 PROXIES

A. Any Bond Holder entitled to attend and vote at the meeting shall be entitled to appoint another person (whether a Bond Holder or not) as his proxy to attend and vote instead of himself. Provided that a proxy shall not be entitled to vote except on a poll, and also shall not have any right to speak at the meeting.

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

C. The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notarized certified copy of the power of attorney shall be deposited at the registered office of the Corporation 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 or in case of a poll, not less than 48 hours before the time appointed for the taking of the poll and in default, the instrument of proxy shall not be treated as valid.

D. The instrument appointing a proxy shall:

(i) be in writing; and

(ii) be signed by the appointer or his attorney duly authorized in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.

E. The instrument appointing a proxy shall be in the form prescribed by the Central Government from time to time and shall not be questioned on the ground that it fails to comply with any special requirements specified for such instruments by the AOA.

F. Every Bond Holder entitled to vote at a meeting of the Bond Holders of the Corporation on any resolution to, be moved therein shall be entitled during the

PFC' BTL Bond Trust Deed Sr.-188

period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting to inspect the proxies lodged, at any time during the business hours of the Corporation, provided not less than three days' notice in writing of the intention so to inspect is given to the Corporation.

G. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation shall have been received by the Corporation at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

9. VOTING TO BE BY SHOW OF HANDS IN THE FIRST INSTANCE: At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded in the manner hereinafter mentioned, and unless a poll is so demanded, a declaration by the Chairman that on a show of hands the resolution has or has not been carried either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings of the meeting, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution.

10. CHAIRMANS DECLARATION OF RESULT OF VOTING OF SHOW OF HANDS TO BE CONCLUSIVE: A declaration by the Chairman that, on a show of hands, a resolution has or has not been carried, or has or has not been carried either unanimously or by a particular majority, and an entry to that effect in the books containing the minutes of the proceedings of the meeting shall be conclusive evidence of the fact, without proof of the number or proportion of the votes cast in favour of or against such resolution.

11. DEMAND FOR POLL:

A. Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the meeting in his own motion, and shall be ordered to be taken by him on a demand being made in that behalf by five Bond-holders present in persons or by proxy or by any one or more Bond-holders present in person or by proxy and holding not less than one tenth in value of the Bonds for the time being outstanding.

B. The demand for a poll may be withdrawn at any time by the person or persons at the time when the demand was made, as the Chairman may direct.

C. A poll demanded on a question of adjournment of meeting shall be taken forthwith.

D. A poll demanded on any other question (not being a question relating to the election of a Chairman) shall be taken at such time not being later than 48 hours from the time when the demand was made as the Chairman may direct.

Bond Trust Deed Sr.-] 88

Bond Trust Deed Sr.-] 88 PEC .Ulua tan

28 < iH

12. RIGHT OF BOND-HOLDER TO USE HIS VOTE DIFFERENTLY:

On a poll taken at a meeting, a Bond holder entitled to more than one vote, or his proxy or other person entitled to vote for him, as the case may be, need not, use all his votes or cast in the same way all the votes he uses.

13. SCRUTINEERS AT POLL:

A. Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinise the votes given in the poll and to report thereon to him.

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

C. Of the two scrutineers appointed under this Clause, one shall always be a Bond-holder (not being an officer or employee of the Corporation) present at the meeting, provided such a Bond-holder is available and willing to be appointed.

14. MANNER OF TAKING POLL AND RESULT THEREOF:

A. Subject to the provisions of the Companies Act, 1956, and the Companies Act, 2013 the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.

B. The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.

15. CHAIRMANS CASTING VOTE:

In case of any equality of the votes, the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes to which he may be entitled as a Bond-holder.

16. ADJOURNMENT:

The Chairman may with the consent of any such meeting adjourn the same from time to time.

17. VOTES:

At every such meeting each Bond-holder shall on a show of hands be entitled to one vote only but on a poll he shall be entitled to one vote in respect of every Bond.

18. JOINT HOLDERS:

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders;

arid for this purpose seniority shall be determined by the order in which the names stand in the Register of Bond-holders.

19. POWER OF COURT TO ORDER MEETING TO BE CALLED:

A. If for any reason it is impracticable to call a meeting in any manner in which meetings of Bond-holders of theCorporation may be called, or to hold or conduct the meeting in the manner prescribed by the Companies Act, 1956, the Court may, either of its own motion or on the application of any director of the Corporation or of any Bond-holder of the Corporation who would be entitled to vote at the meetings:

(a) order a meeting of the Bond-holders of the Corporation to be called, held and conducted in such manner as the Court thinks fit; and

(b) give such ancillary or consequential directions as the Court thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting and the operation of the provisions of the Companies Act, 1956.

Explanation-The directions that may be given under this sub clause may include a direction that one Bond-holder of the Corporation present in person or by proxy shall be deemed to constitute a meeting.

B. Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of Bond-holders of the Corporation duly called, held and conducted.

20. TRUSTEES, DIRECTORS ETC. MAY BE PRESENT: The Trustees and their Solicitors and any Director or Officer of a Corporation being a Trustees hereof and any Director, working member of the Corporation's Solicitors and any other person authorized in that behalf by the Corporation may attend any meeting.

21. WHEN TRUSTEES MAY GIVE UP POSSESSION:

When the Trustee shall have made entry or taken possession under the powers conferred by the Trust Deed, they may with the authority of a special resolution of the Bond-holders at any time afterwards give up possession of the mortgaged premises or any part thereof to the Corporation either unconditionally or upon any conditions that may be arranged between the Corporation and the Trustees.

22. POWER EXERCISABLE BY SPECIAL RESOLUTION:

Without prejudice to any of the powers conferred upon the Trustee under any of the provisions of this presents a meeting of the Bond-holders shall (inter-alia) have the following powers exercisable by a resolution carried by a majority consisting of not less than three-fourth in value of the vote cast on such poll:

A. Power to sanction the surrender or re!ease of any of the mortgaged premises.

Bond Trust Deed Sr. -188 PFC '1' .BTL

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B. Power to sanction any scheme for the reconstruction of the Corporation or the amalgamation of the Corporation with any other Corporation or to sanction any compromise or arrangement proposed to be made between the Corporation and the Bond-holders.

C. Power to assent to any modification of the provisions contained in the foregoing Trust Deed or in this schedule which shall be proposed by the Corporation and assented to by the Trustees.

D. Power to require the Trustees to enforce any of covenants on the part of the Corporation contained in the Trust Deed.

E. Generally, power to sanction any modification of the right of the Bond-holders against the Corporation or its property whether such rights shall arise under the foregoing Trust Deed or otherwise.

23. SPECIAL RESOLUTION BINDS ALL BOND-HOLDERS:

A special resolution passed at a meeting of the Bond holders duly convened and held in accordance with these presents shall be binding upon all the Bond-holders and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof, the intention being that it shall rest with the meeting to determine without appeal whether or not the circumstances justify the passing of such resolution.

24. DEFINITION OF SPECIAL RESOLUTION:

The expression Special Resolution means a resolution of which the intention to propose it as a special resolution has been specified in the notice calling the meeting and passed at a meeting of the Bond-holders duly convened and held in accordance with the provisions herein contained by a majority consisting of not less than three-fourths of the Bond-holders voting thereat upon a show of hands or if a poll is duly demanded, then by a majority consisting of not less than three-fourths of the votes given on such poll.

25. MINUTES:

Minutes of all resolution and proceedings at every such meetings as aforesaid shall be made and duly entered in books within 30 days from conclusion of the meeting. provided for that purpose by the Trustees at the expense of the Corporation and any such minutes as aforesaid be signed by the Chairman of the meeting at which such resolutions were passed or proceedings had or the Chairman of the next succeeding meeting of the Bond-holders, shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceeding of which minutes have been made shall be deemed to have been duly held and convened and all resolution passed thereat and proceedings taken to have been duly passed and taken.
