Private and Confidential- For Private Circulation only and Confidential- For Private Circulation only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus)

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Private and Confidential- For Private Circulation only (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus) Dated: 28-Nov-13 Schedule – I as per Securities and Exchange Board of India (SEBI) (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including SEBI (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011 BHILANGANA HYDRO POWER LIMITED (Bhilangana Hydro Power Limited was incorporated on 31 January 2006 under the provisions of the Companies Act, 1956. The Company received its Certificate for Commencement of Business on 13 Feb 2006) REGISTERED AND CORPORATE OFFICE:

REGISTERED OFFICE:

Name: Bhilangana Hydro Power Limited

Address: Lohia Head Road,

Khatima – 262308,

District Udham Singh Nagar,

Uttarakhand

Tel: +91 120 4621300;

Fax: +91 120 4621333

E-mail: [email protected]

Website: www.indiahydro.in

CORPORATE OFFICE:


Address: B-37, Sector-1,

District – Gautam Budh Nagar

Noida – 201301, Uttar Pradesh

Tel: +91 120 4621300;

Fax: +91 120 4621333



mailto:[email protected]




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ISSUE BY WAY OF PRIVATE PLACEMENT BY BHILANGANA HYDRO POWER LIMITED (THE "COMPANY" / "ISSUER") OF 12,000 SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,00,000/- EACH (THE DEBENTURES) TO BE ISSUED IN ONE OR MORE SERIES AGGREGATING TO RS. 120 Crores (THE "ISSUE")

GENERAL RISKS

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

GENERAL DISCLAIMER

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

CREDIT RATING

CARE BBB (pronounced "CARE BBB rating with moderate credit risk") by CARE Limited for Rs. 120 Crores

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

LISTING

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

ISSUE PROGRAMME*

ISSUE OPEN ON 05 Dec 13 DEEMED DATE

OF ALLOTMENT 20 Dec 2013 ISSUE CLOSES ON 20 Dec 2013

* The Company reserves the right to close the Issue earlier from the aforesaid date or change the Issue schedule including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior notice.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

Name: IL&FS Trust Company Limited

Address: C- 22, G Block, Bandra Kurla Complex,

Bandra East, Mumbai – 400051

Phone: +91 22 26593882

Fax: +91 22 26533297

Email: [email protected]

Name: Karvy Computershare Private Limited

Address: Plot No. 17 to 24, Vithalrao Nagar,

Hi tech city road, Madhapur

Hyderabad 500 081

Phone: +91 40 44655000

Fax: +91 40 - 23420814




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TABLE OF CONTENTS

Sn Particulars

1. Definitions and Abbreviations

2. Issuer Information

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

4. Brief history of the Issuer

5. Details of the Shareholding Pattern of the Company

6. Details of Directors

7. Details of Auditors of the Company

8. Details of Borrowings of the Company

9. Details of Promoters of the Company

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

11. Unaudited Half Yearly Standalone Financial information.

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

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

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

15. Copy of consent letter from the Debenture Trustee

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

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

18. Other details

19. Risk Factors

20. Undertakings by the Investor

21. Disclaimers

22. Summary Term Sheet

23. Declaration

24. List of Enclosures

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1. DEFINITIONS AND ABBREVIATIONS

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

Terms Description

“Bhilangana Hydro Power Limited” or “BHPL” or the “Company” or the “Issuer”

Bhilangana Hydro Power Limited

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

Board of Directors / Board

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

Memorandum of Association

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

Promoter(s) Mr. Sanjiv Saraf and Affiliates

Issue Related Terms Description

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

AGM Annual General Meeting

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

BSE / Stock Exchange Bombay Stock Exchange

Bankers The banker to be issue in this case being Axis Bank Ltd

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

Companies Act Companies Act, 1956, as amended, modified or replaced

CEO Chief Executive Officer of the Company

CDSL Central Depository Services (India) Limited

Credit Rating Agency Credit Analysis & Research Ltd (CARE)

Debentures 12,000 Secured, Redeemable, Non-convertible Debentures of face value of Rs. 1,00,000/- each, aggregating to Rs. 120 Crores

Debenture Trustee IL&FS Trust Company Limited

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

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Deed Debenture Trustee

Depository(ies) NSDL and CDSL

DP-ID Depository Participant Identification Number

EGM Extra Ordinary General Meeting

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

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

NSDL National Securities Depository Limited

OFCD Optionally Fully Convertible Debenture

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

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

PAN Permanent Account Number allotted by the Income Tax Department

RBI Reserve Bank of India

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

Registered

Debenture Holder

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

Register of

Debenture Holders

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

RTL RTL Shall mean Rupee Term Loan

SCRA Securities Contracts (Regulations) Act, 1956.

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

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

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

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

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

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2. ISSUER INFORMATION

2.1 Name and address of the following:

NAME AND REGISTERED OFFICE OF THE ISSUER:


Address: Lohia Head Road,

Khatima – 262308,

District Udham Singh Nagar,

Uttarakhand

Tel: +91 120 4621300;

Fax: +91 120 4621333



CORPORATE OFFICE OF THE ISSUER:

Bhilangana Hydro Power Limited

Address: B-37, Sector-1,


Noida – 201301

Uttar Pradesh

Tel: +91 120 4621300;

Fax: +91 120 4621333



COMPLIANCE OFFICER OF THE ISSUER:

Name: Shri Ashok Kumar Gurnani

Address: B-37, Sector – 1,



Tel: +91 120 4621300; 9810602545


HEAD - FINANCE AND ACCOUNTS OF THE ISSUER:

Name: Shri Amit Kumar Agarwal

Address: B-37, Sector – 1,



Tel: +91 120 4621300; 9910107544


TRUSTEE OF THE ISSUE:

Name: IL&FS Trust Company Limited

Address: C- 22, G Block, Bandra Kurla Complex,

Bandra East, Mumbai – 400051

Phone: +91 22 26593882

Fax: +91 22 26533297


REGISTRAR OF THE ISSUE:

Name: Karvy Computershare Private Limited

Address: Plot No. 17 to 24, Vithalrao Nagar,

Hi tech city road, Madhapur

Hyderabad - 500 081

Phone: +91 40 44655000

Fax: +91 40 - 23420814


CREDIT RATING AGENCY OF THE ISSUE

Name: Credit Analysis & Research Ltd

Address: 13th Floor,Videocon Tower,

E-1, Jhandewalan Extension,

New Delhi – 110055

Phone: +91 11 45333200

Fax: +91 11 45333238


AUDITORS OF THE ISSUER

Name: Suresh Surana & Associates LLP

Address: 13th floor, Bakhtawar,

229, Nariman Point

Mumbai – 400021

Phone: +91 22 61214444

Fax : +91 22 22875771


http://www.indiahydro.in/










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

3.1 Overview

Bhilangana Hydro Power Limited (BHPL/Company), a company registered under the Companies Act 1956 has been incorporated in 2006 for setting up Bhilangana III, run of the river Small Hydro Power Project in the State of Uttarakhand. The Company is promoted by Mr. Sanjiv Saraf. Mr. Saraf, aged 55 years, is an engineering graduate from IIT Kharagpur, with experience of over 30 years. The Company is implementing the project on BOOT (Build Own Operate Transfer) basis with an initial concession period of 40 years. The project is located on Bhilangana River on Ghansyali - Ghuttu road and is at a distance of about 160 km from Rishikesh via New Tehri Township. The nearest railhead is Rishikesh, which is well connected to rest of the country by rail and road. The project utilizes the waters of perennial Bhilangana River fed by glacial snow and monsoon rains for the purpose of harnessing hydro power. Bhilangana River is one of the major tributaries of the Bhagirathi River. Bhilangana River meets the Bhagirathi River near Old Tehri town just upstream of the Tehri dam. Bhagirathi River further meets the Alaknanda River at Devprayag and from there onwards it is known as Ganga River. Bhilangana is a perennial river and originates from the Gangotri group of glaciers, which are one of the largest glaciers in the Himalayas. The company commenced construction activities in the month of April 2007 and the project achieved commercial operations in the month of April 2012.

3.2 Corporate Structure

The company has a professional setup and is run by experienced professionals. The corporate structure of the company is pictorially depicted as under:

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3.3 Key Operational and Financial Parameters for last three audited years

(Rupees in crores)

Parameters FY 2012-13 FY 2011-12 FY 2010-11

Net worth 83.16 90.11 66.88

Total Debt of which

- Non Current Maturities of Long Term Borrowings 166.97 186.88 182.09

- Short Term Borrowing - - -

- Current Maturities of Long term Borrowings 19.91 19.64 5.46

Other long term liabilities 7.17 - 3.98

Net Fixed Assets 274.45 292.95 256.10

Non Current Assets 14.73 131.29 99.71

Cash and Cash Equivalents 1.27 1.70 0.97

Current Investments - - -

Current Assets 4.2 2.9 1.38

Current Liabilities 8.29 5.47 6.99

Net Sales 43.60 - -

EBITDA 32.58 - -

EBIT 9.40 - -

Interest 28.66 - -

PAT (19.26) - -

Dividend amounts - - -

Current ratio 0.66 0.83 0.34

Interest coverage ratio 1.52 - -

Gross debt/equity ratio 2.25 2.29 2.80

Gross Debt: Equity Ratio of the Company:-

Before the issue of debt Securities 2.52

After the issue of debt Securities 2.73

As the company commenced commercial operation in April 2012, income statement for the financial year 2011-12 and 2010-11 was not prepared.

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

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4. A BRIEF HISTORY OF THE ISSUER

4.1 History:

The Company was incorporated on 31 January 2006 as “Bhilangana Hydro Power Limited”, a Public Limited Company in the NCT of Delhi. The Company received its Certificate for Commencement of Business on 13 Feb 2006. The registered office of the Company was shifted from the NCT of Delhi to the State of Uttaranchal (also known as Uttarakhand) vide order dated 09 Aug 2007 of Company Law Board and the Registrar of Companies Uttar Pradesh and Uttaranchal by giving the Corporate Identity Number U40102UR2006PLC032491. The Company is presently engaged in the business of generation of power through its 24 MW hydro electric plant located in the State of Uttarakhand.

4.2 Details of Share Capital as on 30 Sep 2013:

Sn Share Capital Rupees

A. Authorised Share Capital

20,000,000 equity shares of Rs. 10 each 200,000,000

7,500,000 preference shares of Rs.100 each 750,000,000

Total 950,000,000

B. Issued, Subscribed and paid-up Share Capital

19,626,317 equity shares of Rs.10 each fully paid up 196,263,170

2,114,866 3% non-cumulative convertible preference shares of Rs.100 each fully paid up

211,486,600

3,423,868 8% non-cumulative redeemable preference shares of Rs.100 each fully paid up

342,386,800

C. Total 750,136,570

4.3 Changes in capital structure as on 30 Sep 2013 (for last five years):

4.3.1. Authorised Share capital

Date of change (AGM/EGM)

Rupees Particulars/Remarks

25 Sep 2010 580,000,000

Authorised share capital increased from Rs. 30,00,00,000 to Rs. 58,00,00,000 by alteration of 1,00,00,000 Equity Shares of Rs. 10 each in 10,00,000 preference shares of Rs 100 each and creation of 28,00,000 preference shares of Rs 100 each.

27 Sep 2011 700,000,000

Authorised share capital increased from Rs. 58,00,00,000 to Rs. 70,00,00,000 by creation of 12,00,000 Preference Shares of Rs.100 each.

29 Mar 2012 830,000,000 Authorised share capital increased from Rs. 70,00,00,000 to Rs. 83,00,00,000 by creation of

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Date of change (AGM/EGM)

Rupees Particulars/Remarks

13,00,000 Preference Shares of Rs.100 each.

30 Sep 2013 950,000,000

Authorised share capital increased from Rs. 83,00,00,000 to Rs. 95,00,00,000 by creation of 12,00,000 Preference Shares of Rs.100 each.

4.4 Share capital history of the Company as on 30 Sep 2013 (for last five years) :

4.4.1. Equity Share

4.4.2. 3% Non Cumulative Fully Convertible Preference Shares

Note 1: These preference shares are convertible into equity shares between 5 to 7 years from the date of allotment.

4.4.3. 8% Non Cumulative Redeemable Preference shares

Note 1: These preference shares of Rs.100 each are redeemable in three annual installments of Rs.33.33, Rs.33.33 and Rs.33.34 at the end of 15th, 16th and 17th year respectively from the

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date of allotment. These preference shares carry a call and a put option both at par at any time by giving two months notice.

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

4.6 Details of any reorganization or reconstruction in the last one year : None

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5. DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON 30 SEP 2013

5.1 Shareholding pattern of the Company as on 30 Sep 2013.

SN Particulars Total no. of Equity Shares

No. of shares in Demat Form

Total shareholding as % of total no. of Equity

Shares

1 Promoter Group 19,601,017 19,601,017 99.87%

2 Others 25,300 25,000 0.13%

Total 19,626,317 19,626,017 100.00%

Note: 19,331,949 shares held by Promoter group are pledged to lenders which is equivalent to 98.63% of their holding.

5.2 List of Top 10 holders of Equity Shares of the Company as on Sep 30 2013

SN Particulars Total no. of Equity Shares

No. of shares in Demat

Form

Total shareholding as % of total no. of equity

shares

1 M/s Polyplex Corporation Ltd. 25,000 25,000 0.127%

2 Shri Sanjiv Saraf 25,000 25,000 0.127%

3 Shri Pranay Kothari 100 Nil 0.000%

4 Ms Sakhi Saraf 100 100 0.001%

5 Shri Rajesh Kumar Jindal 100 Nil 0.000%

6 Shri Ashok Kumar Gurnani 100 Nil 0.000%

7 M/s Stanplast Limited 18,103,817 18,103,817 92.243%

8 M/s Sanjiv Sarita Investments Pvt Ltd

1,472,000 1,472,000 7.500%

9 Ms. Amla Saraf 100 100 0.001%

Total 19,626,317 19,626,017 99.998%

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6. DETAILS REGARDING THE DIRECTORS OF THE COMPANY

6.1 Details of directors of the Company as on 30 sep 2013

Name Age DIN Address Director of the

company since

Details of other Directorship

Shri Sanjiv Saraf, Chairman

55 years

00003998 B-42, Maharani Bagh, New Delhi 110065

31-Jan-06

Polyplex Corporation Limited

Global Solar Energy (India) Limited

Carter And Burgess (Asia) Limited

Excel International Private Limited

Punjab Hydro Power Private Ltd

Kotla Hydro Power Private Limited

Teesta Hydro Power Pvt Ltd

Chungthang Hydro Power Pvt Ltd

Lachung Hydro Power Pvt Ltd

Dalhousie Villa Private Limited

Holybein Hydro Power Pvt Limited

SSIPL Retail Limited

Polyplex Energy Private Limited

Sikkim Green Energy Private Ltd

Uttarakhand Hydro Power Pvt Ltd

Pioneer Green Energy Securities P Ltd

Orbis Capital Limited

Peninsula Beverages And Foods Company Private Limited

Peninsula Centre For Knowledge & Insight Private Limited

Shri Rajesh Kumar Jindal, Whole Time Director

44 years

00003980 G-28, Sector 27, Noida-201301

31-Jan-06

Manupatra Information Solutions Pvt Ltd



Punjab Hydro Power Pvt Ltd

S S Fuels Private Limited

Holybein Hydro Power Pvt Ltd

Abohar Power Generation Private Limited


Pioneer Green Energy Securities Private Limited.

Shivalik Renewable Energy Private Limited

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company since


Punjab Non Conventional Energy Private Limited

Shri Pranay Kothari, Director

54 years

00004003 J-202,Saket, New Delhi-110017

31-Jan-06

Shikhar Cements Pvt Ltd

Cemtech Consultants Private Limited


Polyplex Corporation Limited


Beehive Systems Private Limited

Teesta Hydro Power Pvt Ltd

Chungthang Hydro Power Private Limited

Lachung Hydro Power Private Limited

Dalhousie Villa Private Limited

Holybein Hydro Power Private Limited


Sanjiv Sarita Investments Private Limited

Orbis Financial Corporation Limited

Peninsula Beverages And Foods Company Private Limited

Peninsula Centre For Knowledge & Insight Private Limited

Sanjiv Sarita Investments Private Limited

Shri Ashok Kumar Gurnani, Director

55 years

00003754 4/24, Vikram Vihar, Lajpat Nagar IV, New Delhi – 24

05-Mar-09

Excel Securities Private Limited

S S Fuels Private Limited

Bell Office Software And Supplies Private Limited

Utkarsh Trading And Holdings Limited

Abohar Power Generation Pvt Ltd


Cater & Burgers (Asia) Ltd

Shri Satish Chand, Whole Time Director

65 year

5115273 Flat No. 210 Block-B, NCR Residency, Opp. Sant Judes

01-Nov-11

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company since


School, GMS Road, Dehradun, Uttarakhand

Shri Praveen Kumar Sharma, Director

57 year

620910 211-D, Pocket-I, Mayur Vihar, Phase-I, New Delhi-91

14-Dec-09

Mukteshwar Health Resorts Private Limited

Hotel And Restaurant Association Of Northern India.

Pure Infracon Private Limited

Harmony Motels Private Limited

Nexus Enterprises Private Limited

6.2 Details of change in directors since last three years:

Name, Designation DIN Date of Appointment

Date of Resignation

Director of the Company since (in

case of resignation)

Shri Pradeep Sardana, Director

00682961 01-Jan-10

10-Dec-10

01-Jan-10

Shri Satish Chand,

Whole Time Director

05115273 01-Nov-11

NA NA

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7. DETAILS OF AUDITORS OF THE COMPANY

7.1 Details of the Auditors of the Company

Name Address Auditor Since

M/s Suresh Surana & Associates LLP

13th floor, Bakhtawar, 229, Nariman Point Mumbai – 400021, India

16 Sep 2006

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

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8. DETAILS OF BORROWINGS OF THE COMPANY

8.1 Details of Secured Loan Facilities (as on 30 Sep 2013): 8.1.1. Fund Based

(Rupees in crores)

Lender’s Name Type of Facility

Amount sanctioned

Principal amount

outstanding

Last

Repayment Date

Security

L&T Infrastructure Finance Co. Ltd.

Senior RTL 168.00 135.18 15 Mar 23 Refer Note 1 below

L&T Infrastructure Finance Co. Ltd.

Subordinate RTL

4.00 3.72 15 Mar 24 Refer Note 2 below

Axis Bank Limited OFCD 20.00 17.00 30 Jun 22 Refer Note 3 below

IL&FS Financial Services Limited

RTL 25.00 21.02 31 Mar 23 Refer Note 4 below

IL&FS Financial Services Limited

RTL 12.00 12.00 30 Jun 18 Refer Note 4 below

8.1.2. Non Fund Based

(Rupees in crores)


Amount sanctioned

Facility availed

Last

Repayment Date

Security

Axis Bank Ltd Bank Guarantee

5.00 4.45 - Refer note 5 below

Axis Bank Ltd Letter of credit

1.00 0.55 - Refer note 5 below

Note 1: The senior RTL is secured / to be secured on a first ranking pari passu basis by way of mortgage and charge in respect of Company's immovable properties both present and future, and a charge by way of hypothecation of Company's movable project assets, book debts, receivables, current assets, commissions, revenues of whatsoever nature and wherever arising, intangible assets and uncalled capital of the Company, both present and future. The loan is further secured by guarantees from the holding company and pledge of part of promoters’ equity holdings in the Company.

Note 2: The sub RTL is secured / to be secured on a second ranking pari passu basis by way of mortgage and charge in respect of Company's immovable properties both present and future, and a charge by way of hypothecation of Company's movable project assets, book debts, receivables, current assets, commissions, revenues of whatsoever nature and wherever arising, intangible assets and uncalled capital of the Company, both present and future. The loan is further secured by guarantees from the holding company and pledge of part of promoters’ equity holdings in the Company.

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Note 3: The OFCD is secured by second pari passu charge on Company's immovable and movable asset, cash flows, revenues and receivables both present and future, and a charge by way of an assignment of all the rights, titles and interest under all the project documents, Government approvals, insurance policies and uncalled capital. The debentures are further secured by a second charge by way of pledge of part of promoters' equity holdings in the Company.

Note 4: The RTL is secured by guarantees from the holding company and pledge of part of equity holdings in the Company.

Note 5: The Bank Guarantee and Letter of Credit facility is secured / to be secured on a first ranking pari passu basis by way of mortgage and charge in respect of Company's immovable properties both present and future, and a charge by way of hypothecation of Company's movable project assets, book debts, receivables, current assets, commissions, revenues of whatsoever nature and wherever arising, intangible assets and uncalled capital of the Company, both present and future.

8.2 Details of Unsecured Loan Facilities (as on 30 Sep 2013): (Rupees in Crore)


Amount sanctioned

Principal amount

outstanding

Repayment Date /

Schedule

Security

Utkarsh Trading & Holdings Limited

Inter Corporate Loan

29.00 25.10 On Demand Unsecured

8.3 Details of Non Convertible Debentures : (As on 30 Sep 2013) : Nil

8.4 List of Top 10 Non Convertible Debenture holders as on 30 Sep 2013 : Nil

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

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

8.6 Details of Commercial Paper:

The total face value of Commercial Papers outstanding as on 30 Sep, 2013 : Nil 8.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible

Debentures /Preference Shares) as on 30 Sep 2013 : The details of the rest of the borrowing in the form of OFCD aggregating to Rs 20 Crore (current outstanding Rs 17 Crore) has been included in para 8.1.1 above. The said debentures carry BBB rating from CARE. A copy of the letter dated 27 Nov 2013 is enclosed herewith as Annexure A. Company has also issued 3% Non Cumulative Compulsory Convertible Preference Shares to its holding company i.e. Stanplast Limited aggregating to Rs 21.15 crores (as detailed in para 4.4.2). These are not rated and are not secured

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

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

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

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

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

The Issuer, as on 30 Sep 2013, has not issued any debt securities for (i) consideration other than cash, whether in whole or part; or (ii) at premium or discount or (iii) in pursuance of an option.

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9. Details of Promoters of the Company

9.1 Details of Promoter’s Equity holding in the Company as on 30 Sep 2013

Name of the Shareholders

Total No of equity shares

No of shares in demat

form

Total Shareholding as % of total no of equity shares

No of shares pledged

% shares pledged with respect to shares owned

Shri Sanjiv Saraf 25,000 25,000 0.13% - -

M/s Stanplast Ltd 18,103,817 18,103,817 92.24% 17,859,949 98.65%

Ms. Sakhi Saraf 100 100 0.00% - -

Ms. Amla Saraf 100 100 0.00% - -

M/s Sanjiv Sarita Investments Pvt Ltd

1,472,000

1,472,000

7.50%

1,472,000

100.00%

Total 19,601,017 19,601,017 99.87% 19,331,949 98.75%

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10. Abridged version of Audited Consolidated (wherever available) and Standalone Financial

information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any

10.1 Abridged Audited Balance Sheet for last three years: (Rupees in crores)

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

(Rupees in crores)

Note: As the company commenced commercial operation in April 2012, income statement for the financial year 2011-12 and 2010-11 was not prepared.

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10.3 Abridged Audited Cash Flow statement for last three years: (Rupees in crores)

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

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

11.1 Abridged unaudited Balance Sheet as at 30 Sep 2013:

(Rupees in crores)

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11.2 Abridged unaudited Profit & Loss statement for the period (6months) ended 30 Sep 2013:

(Rupees in crores)

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

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

The State of Uttarakhand experienced severe and unprecedented floods in the month of June 2013 causing extensive loss to life and property. BHPL too suffered extensive damage at the weir works, protection works, Construction Equipments; Batching Plant etc. thereby impacting the operations of the project for some time. The Company was able to resume part generation by taking immediate remedial action within 10 days. The operation continued to be sub optimal due to extensive damage to the weir crest. The restoration works are being undertaken. The damages are covered under insurance including loss of profit for which necessary steps have already been initiated.

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

Pursuant to regulation 4(4) of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011, ITCL has consented to act has Debenture trustee vide their letter dated 26 Nov 2013 a copy of which is enclosed herewith as Annexure B.

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14. The detailed rating rationale (s) adopted (not older than one year on the date of opening of the

issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

The rating rationale issued by CARE vide their dated 27 Nov 2013 is enclosed herewith as Annexure C.

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

The Issuer has received the consent of IL&FS Trust Company Limited to act as the Trustees on behalf of the Debenture Holders vide their letter dated 26 Nov 2013, a copy of which is enclosed herewith as Annexure B.

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

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

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

clearly indicating the designated stock exchange:

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

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18. Other details

18.1 Debenture Redemption Reserve

The Government of India, Ministry of Company Affairs has vide General circular no. 04/13 dated 11 Feb 2013 has clarified that every unlisted company issuing debentures on private placement basis is required to maintain Debenture Redemption Reserve (DRR) of 25% of the value of debenture due for repayment in any financial year out of the profits earned by the Company.

The company shall create DRR in line with the aforesaid circular.

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

The Companies Act, 2013, as applicable

The Companies Act, 1956, as applicable

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

RBI approval/regulations under FEMA for pledge of shares by foreign company to domestic lenders.

18.3 Authorisation- The Board of Directors of the Company at their Meeting held on 28 Nov 2013 has

approved the issuance of Debentures. The Board of Directors of the Company at its meeting held on 28 Nov 2013 has approved this Disclosure Document and authorised the following to issue Disclosure Document on behalf of the Company:

Mr. Rajesh Kumar Jindal – Whole Time Director, Mr. Ashok Kumar Gurnani - Director Mr. Pranay Kothari – Director, Mr. Amit Kumar Agarwal – Head – F&A.

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18.4 Application for the Debentures

18.4.1 Application form

Application for Debentures shall be in the format as under:

Date:

The Board of Directors Bhilanagana Hydro Power Limited Lohia Head Road Khatima 262308, Distt. Udham Singh Nagar, Uttarakhand

Dear Sirs,

Sub: Issue of 13% Secured Non-Convertible Debentures on Private Placement basis

On the basis of Disclosure Document dated November 28, 2013, we hereby apply for _____ nos. of Non-Convertible Debentures of Rs.1,00,000/- each of Series ____(Please fill in) (hereinafter called NCDs) of the Company for cash. We understand the NCDs allotted to us would be subject to the terms contained in the Disclosure Document and Memorandum and Articles of Association of the Company.

We furnish below our details:

Name of the Applicant

Status

Address of Applicant

Telephone No.

Email Id

Income Tax PAN

DP Name

DP Id

Client Id

Details of Amount payable and paid:

No. of NCDs applied

Face Value of each NCD

Amount payable (Rupees)

Payment Details :

Remittance thru DD/ NEFT/ RTGS

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

Thanking you, Yours faithfully

Name of Applicant: Acting through (if any)

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

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18.4.2 How to Apply

Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft (if accompanied by a letter from bank) or cheque or electronic fund transfer instruction drawn or made payable in favour of "Bhilangana Hydro Power Limited" and marked 'A/c Payee Only' in case of cheques. The full amount of the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below. Cheques/demand drafts/electronic fund transfer instruction may be drawn on any bank which is situated and is a member or sub-member of the Bankers' clearing houses located at Mumbai. Investors are required to make payments only through cheques/demand drafts/electronic transfer payable at Mumbai / New Delhi. The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.

18.4.3 Who can Apply

Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act. The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures: • Trust • Portfolio Managers registered with SEBI • Commercial Banks • Regional Rural Banks • Financial Institutions • Mutual Funds • Any other investor eligible to invest in these Debentures

All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, FIIs and other person’s resident outside India are not eligible to apply for or hold the Debentures.

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

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

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

18.4.5 Application under Power of Attorney

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

18.4.6 PAN

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

18.4.7 Basis of Allotment

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

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

18.4.9 Payment of Coupon Coupon will be paid only to the Debenture holders registered in the Register of Debenture holders or to the Beneficial Owners. Coupon on the Debentures, if any shall be payable on the Redemption Date. The determination of the persons entitled to receive Coupon in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture holders or the Depositories' record) shall be made on the Record Date. In the case of joint holders of Debentures, Coupon shall be payable to the first named Debenture holder. Coupon for each of the interest periods shall be computed on an actual / 365 days a year basis on the principal outstanding on the NCDs at the coupon rate. However, where the interest period (start to end date) includes 29th February, interest shall be computed on 366 days a year basis, on the principal outstanding on the NCDs at the coupon rate as mentioned in the term sheet.

18.4.10 Redemption

The entire principal amount of the Debentures will be repaid in various installments at par, on the Redemption Date. No surrender of debentures by the debenture holders will be allowed prior to the redemption date except for those provided in term sheet. The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered debenture holders whose name appears in the Register of debenture holders on the record date. Such payment will be a

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legal discharge of the liability of the Company towards the debenture holders. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. The Company's liability to the debenture holders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due dates of redemption in all events. Further the Company will not be liable to pay any Coupon or compensation from the date of such redemption.

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

The Company will have power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the Redemption Date, subject to applicable law and in accordance with the applicable guidelines/regulations, if any. In the event of a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further the Company, in respect of such re-purchased/re-deemed Debentures shall have the power, exercisable either for a part or all of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law.

18.4.12 Place and Currency of Payment

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

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

18.4.14 Splitting and Consolidation

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

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

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

18.4.17 Notices

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

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

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

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

18.4.20 Future Borrowings

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

18.4.21 Dispatch of Refund Orders The Company shall ensure dispatch of refund orders by registered post.

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

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

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

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18.4.25 Anti Money Laundering

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

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19. RISK FACTORS

19.1 Potential investors should consider carefully all the risk factors in this Disclosure Document for

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

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

19.1.2 Changes in the composition of the Underlying / Reference Index: The value of the Underlying / Reference Index on any day will reflect the value of its constituents on such day. Changes in the composition of the Underlying / Reference Index and factors (including those described herein) which affect or may affect the value of the constituents, will affect the value of the Underlying / Reference Index and therefore may affect the return on an investment in the Debentures.

19.1.3 Creditworthiness of the Issuer: The value of the Debentures is expected to be affected, in part, by Investors' general appraisal of the Issuer's creditworthiness. Any reduction in the creditworthiness of the Issuer could result in a reduction in the value of the Debentures. If a bankruptcy proceeding is commenced in respect to the Issuer, the return to a Debenture Holder may be limited and any recovery will likely be substantially delayed. The principal amount is subject to the credit risk of the Issuer whereby the investor may or may not recover all or part of the funds in case of default by the Issuer.

19.1.4 Hydrology Risk: The basic raw material for the hydro power generation is availability of water. During the operation phase, hydrology risk is considered one of the major risks. The project would utilize the waters of perennial Bhilangana River fed by glacial snow and monsoon rains for the purpose of harnessing hydro power. Bhilangana River is one of the major tributaries of the Bhagirathi River. Bhilangana river meets the Bhagirathi river near Old Tehri town just upstream of the Tehri

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dam. Bhagirathi River further meets the Alaknanda River at Devprayag and the river further is called the Ganga River. Bhilangana is a perennial river and originates from the Gangotri group of glaciers, which are one of the largest glaciers in the Himalayas.

19.1.5 Geographical Risk: Hydro Power project situated in the Himalayan Terrain faces geographical risk due to seismicity and flooding during the monsoon season.

19.1.6 Marketing Risk:

Hydro Power Projects faces the risk of non availability of market at the remunerative tariff.

19.1.7 Credit Rating: CARE Limited has assigned “CARE BBB” rating for long term borrowings upto Rs. 120 crore through NCDs. The Issuer cannot guarantee that this rating will not be downgraded. In the event of deterioration in the financial health of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. Such a downgrade in the credit rating may lower the value of the Debentures and may also result in the Issuer having to withdraw this borrowing programme.

19.2 EXTERNAL RISK FACTORS

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

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

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

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

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20. UNDERTAKINGS BY THE INVESTOR

20.1 The following risks associated to the Debentures, is subject to and pursuant to the terms of the

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

20.1.1 has-

sufficient knowledge (including of applicable laws, rules, regulations, circulars), experience and expertise as an investor, to make the investment in such Debentures;

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

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

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

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

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

20.1.3 has understood that without prejudice to 20.1.1 and 20.1.2 above, the method and manner of computation of, returns and calculations on the debentures shall be solely determined by the Company whose decision shall be final and binding;

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

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

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

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

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

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

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

20.1.8 as an investor, is knowledgeable about applicable laws, rules, regulations with respect to the Debentures and is experienced in making investments, including in debt instrument and also investments similar to the Debentures;

20.1.9 The Investor while investing in the Debentures:

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

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

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

20.1.10 undertakes that, if the Debenture holder sells the Debentures to subsequent investors, the Debenture holder shall ensure, and it is the Debenture holder's obligation in that regard, that:

the subsequent investors receive the terms and conditions, risks and representations contained in the Disclosure Document and any other related document and fully understand the Debentures,

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

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

20.1.11 has the legal ability to invest in the Debentures, and the investment does not contravene any provision of any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder, or its assets;

20.1.12 where the Debenture holder is a partnership firm

its investing in the Debentures on its terms is within the scope of its investment policy and is not in conflict with the provisions of the partnership deed currently in force;

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

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

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

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

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

notwithstanding the variable nature of the return on the Debentures, the Debenture holder is not precluded under any law, rules, regulations and/ or circular/s issued by any statutory authority/ies including under the Companies Act, 1956, from investing in the Debentures;

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

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

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

it is registered with SEBI;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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21. DISCLAIMERS

21.1 This Disclosure Document in relation to the Debentures is made available by the Company to

the applicant on the further strict understanding that

21.1.1 the applicant is a "Person Resident in India" as defined under the Foreign Exchange Management Act, 1999,

21.1.2 in providing this Disclosure Document to the applicant, the applicant confirms that there will be no violation of rules, regulations and byelaws issued by any applicable authority including those issued by the Securities and Exchange Board of India;

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

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

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

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

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

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

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

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

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

NOTE:

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

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

21.8 Stock Exchange Disclaimer Clause

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

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22. SUMMARY TERM SHEET

Security Name 13% Bhilangana Hydro Power Limited Secured Non Convertible Debentures in series 1A, 1B and 1C

Issuer BHPL

Type of Instrument Non Convertible Debentures (NCDs/Facility)

Nature of Instrument

Secured

Seniority Senior

Mode of issue Private placement

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

• Trust

• Portfolio Managers registered with SEBI

• Commercial Banks

• Regional Rural Banks

• Financial Institutions

• Mutual Funds

• Any other investor eligible to invest in these Debentures

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

Issuer confirms that the Debentures would be listed within the time frame stipulated under applicable law.

Rating of the Instrument

BBB by CARE

Issue Size Rs 120 crores consisting of debentures of Face Value (“Face Value”) of Rs 1,00,000/- each

Option to retain oversubscription amount

Not Applicable

Objects of the Issue For part repayment of existing debt and for creation of Debt Service Reserve (DSR) and CAPEX for restoration work

Details of the utilisation of the Proceeds

Proceeds from the Facility shall be utilized for part refinancing the existing Loan from the existing lenders, for creation of DSR and CAPEX for restoration work

Coupon Rate 13 % p.a. payable monthly in arrears. First payment of Interest due on 31 Dec 2013

Step up/Step Down Coupon Rate

Coupon rate to linked with to 1 year G Sec Benchmark Rate and the rating of the instrument. To be reviewed on quarterly basis.

Coupon Payment frequency

Payable monthly in arrears

Coupon payment date

Last date of each month

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Coupon Type Coupon linked to underlying/reference index.

Coupon Reset Process

1. Coupon shall be linked with 1 year G Sec Benchmark Rate and to be reset on a quarterly basis.

2. Coupon spread shall be linked with spread over the Benchmark and shall be reset in the event of any rating downgrade or upgrade.

Day Count Basis Actual

Interest on Application Money

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

Default Interest rate In the event of the Issuer being in arrears of any servicing towards interest and/principal, the Issuer will pay a default interest @ 2% p.a. over and above the prevailing Coupon Rate for the defaulting period.

Tenor As given below

Redemption date 30 Sep 2023 (last date of Redemption)

Redemption Amount Rupees in crores

Series 1A 1B 1C Total

Financial Year

2015-16 3.00 - - 3.00

2016-17 9.60 - - 9.60

2017-18 9.66 4.14 - 13.80

2018-19 - 4.80 - 4.80

2019-20 - 6.00 - 6.00

2020-21 - 8.40 3.60 12.00

2021-22 - - 13.20 13.20

2022-23 - - 13.20 13.20

2023-24 - - 44.40 44.40

Total 22.26 23.34 74.40 120.00

Redemption Amount per Debenture for each Series

As per Annexure D.

Redemption Premium/Discount

Nil

Issue Price At par Face Value of Rs 1,00,000/- each

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

Not Applicable

Put Option Date Not Applicable

Put Option Price Not Applicable

Put Notification Not Applicable

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Time

Call Option Date 4 years from the deemed allotment date and every year thereafter at Par. Call option on any other date will attract premium of 2% of amount repaid.

Call Option Price Face value + coupon rate

Call Notification Time

3 months prior to exercise of put option.

Face Value Rs. 100,000/- per Debenture

Minimum Application Size

1 Debentures of Rs. 100,000/- each and multiples of 1 Debenture thereafter.

Issue Opening Date 05 Dec 2013

Issue Closing Date 20 Dec 2013 or earlier

Pay-in-Date 05 Dec 2013

Deemed Date of Allotment

20 Dec 2013

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

Issuance mode of Debenture

Only Demat

Trading mode of the Debenture

Only Demat

Settlement mode of the instrument

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

Depository NSDL and CDSL

Business Day Convention

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

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

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

(i) Pledge of 51 % of the issued and paid-up equity capital of Company at all times;

(ii) First mortgage and charge in favor of the Debenture Trustee in a form satisfactory to the Debenture Trustee of all the Company’s immovable properties, present and future;

(iii) First charge by way of hypothecation in favor of the Debenture Trustee of all the Company’s movables, including movable, plant and machinery,

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machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future;

(iv) First charge by way of hypothecation in favor of the Debenture Trustee on all the Company’s operating cash flows, book debts and receivables, commissions and any other revenues of whatsoever nature and wherever arising, present and future;

(v) First charge in favor of the Debenture Trustee of all intangibles including but not limited to goodwill, uncalled capital, present and future;

(vi) First charge in favor of the Debenture Trustee by way of hypothecation / assignment or creation of security interest in (i) all the right, title, interest, benefits, claims and demands whatsoever of the Company’s in the Project Documents, duly acknowledged and consented to by the relevant counter-parties to such Project Documents, all as amended, varied or supplemented from time to time; (ii) all the rights, title, interest, benefits, claims and demands whatsoever of the Company’s in the Clearances; (iii) all the right, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit, guarantee, performance bond provided by any party to the Project Documents, and (iv) all insurance contracts/insurance proceeds;

(vii) First charge in favor of the Debenture Trustee on the letter of credit(if any)/ Escrow account and other reserves, and all other bank accounts of the Company wherever maintained

The Company shall create / perfect Security as listed above within a period of 45 days from the end of the calendar quarter in which the first allotment is made under the Facility.

Transaction Documents

To be executed

1. Financing documents

2. Project documents

Conditions Precedent to Disbursement

Receipt of no-objection certificate from existing lenders with regards to the refinancing of their outstanding Term debt with the Borrower.

Condition subsequent to disbursement

1. Perfection of security with 45 days from the calendar quarter from the deemed date of allotment.

2. Receipt of No dues certificate from lenders 3. Intimation to Government of Uttarakhand informing about the new

investor.

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

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

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

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

(vi) On committing default in honoring financing obligations;

Provision related to Not Applicable

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cross default

Roles and responsibility of Debenture Trustee

As per Debenture Trust Deed/ Debenture Trustee Appointment Agreement

Governing law and jurisdiction

New Delhi/Mumbai

Additional Covenants

Delay in Security Creation

In case Security is not created within the stipulated time-period, the debenture holder reserves the right to levy additional interest up to 2% p.a. over and above the prevailing Coupon Rate, which shall be chargeable from the date of first disbursement upto the date of perfection of Security

Default in payment of Interest and Principal

In case of default in payment of interest and / or principal redemption on the due dates, additional interest of 2% over the Coupon Rate shall be payable by the Company for the defaulting period.

Delay in Listing In case of delay in listing of the Debentures beyond 20 days from the deemed date of allotment, the Company will pay penal interest 1% per annum over the Coupon Rate from the expiry of 30 days from the deemed date of allotment till the listing of such Debentures to the Debenture holder

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23. DECLARATION

It is hereby declared that this Disclosure Document contains full disclosure in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended from time to time and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012. The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk. For Bhilangana Hydro Power Limited Name : Designation : Place : Noida Date : DECLARATION BY THE INVESTOR I/We hereby confirm that I/we have reviewed, read and understood the terms and conditions contained in the Disclosure Document and the liquidity risks and found the same acceptable for investment. #Sole/First Applicant Second Holder Third Holder Name Signature #In case of corporate/HUF/partnership, authorized signatories with stamp

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24. List of Enclosures

Sn Particulars Enclosures

1 Letter from CARE dated 27 Nov 2013 for rating of OFCD A

2 Consent letter from Debenture Trustee B

3 Letter from CARE dated 27 Nov 2013 assigning the rating of Debentures and rating rationale

C

4 Redemption Amount per Debenture for each Series D