Disclosure Document

Private & Confidential – Not for Circulation

DRAFT DISCLOSURE DOCUMENT [As per SEBI (Issue & Listing of Debt Securities) Regulations, 2008]

GODAWARI POWER AND ISPAT LIMITED Registered Office: Plot No. 428/2, Phase I, Industrial Area, Siltara, Raipur – 493111 (C.G.)

Corporate Office: 1st Floor, Hira Arcade, Near New Bus Stand, Pandri, Raipur (C.G.) – 492 001 Tel: 0771-4082745; Fax: 0771-4057601; Website: www.gpilindia.com

Contact person and Company Secretary: Mr. Y.C. Rao; E-mail: ycrao@gpilindia.com

Disclosure Document for Private Placement of Secured Redeemable Non-Convertible Debentures (NCDs) for cash at par aggregating upto Rs. 100.00 crores including green shoe option.

GENERAL RISK: For taking an investment decision, investors must rely on their own examination of the issue, the disclosure document and the risk involved. The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this disclosure document. ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING: “CARE A” by Credit Analysis & Research Ltd (CARE). Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. LISTING: Secured Redeemable Non-Convertible Debentures (NCDs) are proposed to be listed on the Whole Sale Debt Market Segment of the Bombay Stock Exchange (‘BSE’).

TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

AXIS Trustees Services Ltd Link Intime India Pvt. Ltd

Axis House, 2nd Floor, Bombay Dyeing Mills Compound ,Pandurang Budhkar Marg,

Worli Mumbai - 400 025

C-13, Pannalal Silk Mills, Compound, L.B.S. Marg,

Bhandup (W), Mumbai – 400 078 Tel : 022 2425 2525/ Tel.: 022-25963838

022 4325 2525 Fax : 022-25946969 Website : www.axistrustee.com Website : www.linkintime.com

Contact Person: Mr. Neelesh Baheti Contact : Mr. Ganesh Jadhav Email Id : Neelesh.baheti@axistrustee.com Email: mumbai@linkintime.com

Disclosure Document

This schedule prepared in conformity with SEBI (Issue & Listing of Debt Securities) regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 6, 2008 (referred in this document “SEBI guidelines”)for private placement and 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 the Issuer.

Disclosure Document

DEFINITIONS AND ABBREVIATIONS

The Company / Issuer / Godawari / Godawari Power & Ispat Limited

Godawari Power & Ispat Limited, with its registered office at Registered Office: Plot No. 428/2, Phase I, Industrial Area

Siltara, Raipur – 493111 (C.G.) Corporate Office: 1st Floor, Hira Arcade, Near New Bus Stand,

Pandri, Raipur (C.G.) – 492 001

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Allotment Intimation

An advice informing the allottee of the number of Letter(s) of Allotment/ Debenture(s) allotted to him in Electronic (Dematerialised) Form

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

Articles Articles of Association of the Company

Board Board of Directors of the Company or a Committee thereof Godawari Power & Ispat Limited,

Coupon Payment Date Date of payment of interest on the Debentures

Credit Rating Agency CARE or any other Rating Agency, appointed from time to time

Date of Allotment

The date on which Allotment for the Issue, is made, which shall be deemed to take place on the same day as the Pay-in Date.

Debenture Trustee Trustee for the Debenture holders, in this case being AXIS Trustee Services Ltd.,

Debenture The investors who are Allotted Debentures

Debentures

Rated, Secured, Taxable, Redeemable Non-Convertible Debenture(s) of Rs.10 Lakhs aggregating upto Rs 100.00 crores including a greenshoe option issued by the Issuer pursuant to the terms and conditions set out in this Disclosure Document.

Depository/ies National Securities Depository Ltd. (NSDL) / Central Depository Services (India) Limited (CDSL)

Disclosure Document This Disclosure Document through which the Debentures are being offered for private placement

DP Depository Participant

FEMA Regulations

The Regulations framed by the RBI under the provisions of the Foreign Exchange Management Act, 1999, as amended from time to time

FII

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

I.T. Act The Income-tax Act, 1961 as amended from time to time ISIN International Securities Identification Number

Issue Issue of Rated, Secured, Redeemable, Taxable and Non-Convertible Debentures on a Private Placement basis.

Memorandum / MoA Memorandum of Association of the Company NCD Non Convertible Debenture

NRI

A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the FEMA Regulations.

Disclosure Document

RBI The Reserve Bank of India

Registrar/Registrar to the Issue Registrar to the Issue, in this case being Link Intime India Pvt. Ltd.,

ROC The Registrar of Companies, Maharashtra

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI

SEBI

Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI.

Stock Exchange The Bombay Stock Exchange (BSE) Ltd

The Act The Companies Act, 1956 (as amended from time to time)

Disclosure Document

Table of Contents

I. NAME AND ADDRESS OF THE REGISTERED OFFICE OF THE COMPANY. ................................................. 6 II. NAMES AND ADDRESSES OF THE DIRECTORS OF THE COMPANY. ............................................................ 7 III. BRIEF SUMMARY OF THE BUSINESS / ACTIVITIES OF THE ISSUER AND ITS LINE OF

BUSINESS. ....................................................................................................................................................................... 10 IV. BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF ITS

ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN ITS CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS, IF ANY. ....................................................................................................... 18

V. SECURITIES TO BE ISSSUED AND LISTED UNDER CURRENT DOCUMENT ............................................. 21 VI. DETAILS OF ISSUE SIZE ............................................................................................................................................. 22 VII. DETAILS OF ULTILISATION OF PROCEEDS/ OBJECTS OF THE ISSUE ...................................................... 22 VIII. MATERIAL CONTRACTS INVOLVING FINANCIAL OBLIGATION OF THE COMPANY ......................... 23 IX. DETAILS OF BORROWINGS IN THE PAST ............................................................................................................ 24 X. MATERIAL DEVELOPMENT ..................................................................................................................................... 25 XI. DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, AT PREMIUM OR

AT DISCOUNT, IN PURSUANCE OF AN OPTION. ............................................................................................... 25 XII. TOP 10 HOLDERS OF EACH CLASS AND KIND OF SECURITIES ................................................................... 26 XIII. UNDERTAKING TO USE A COMMON FORM OF TRANSFER .......................................................................... 27 XIV. REDEMPTION AMOUNT, PERIOD OF MATURITY, YEILD ON REDEMPTION .......................................... 27 XV. TERMS OF OFFER ......................................................................................................................................................... 28 XVI. DISCOUNT ON THE OFFER PRICE .......................................................................................................................... 42 XVII. DEBT EQUITY RATIO ................................................................................................................................................. 43 XVIII. SERVICING BEHAVIOUR OF THE EXISTING DEBTS ................................................................................ 43 XIX. PERMISSION AND CONSENT FROM THE CREDITORS .................................................................................... 43 XX. NAME OF DEBENTURE TRUSTEE ........................................................................................................................... 44 XXI. RATING RATIONALE ADOPTED BY RATING AGENCIES ................................................................................ 44 XXII. LISTING OF DEBENTURES ....................................................................................................................................... 44 XXIII. TERM SHEET .......................................................................................................................................................... 45 XXIV. ANNEXURES ........................................................................................................................................................... 47

A) Credit Rating Letter from CARE ........................................................................................ 47 B) Consent Letter From Axis Trustee Services Limited ......................................................... 49

XXV. DECLARATION ............................................................................................................................................................. 50

Disclosure Document

I. NAME AND ADDRESS OF THE REGISTERED OFFICE OF THE COMPANY.

COMPLIANCE OFFICER

Mr. Y.C. Rao Corporate Office:

1st Floor, Hira Arcade, Near New Bus Stand, Pandri, Raipur (C.G.) – 492 001 Email: ycrao@gpilindia.com/ ycrao65@gmail.com

Investors can contact the Compliance officer in case of any pre-Issue related problems such as non-receipt of letter of allotment, credit of debentures, interest on application money etc in the respective beneficiary account or refund orders, etc.

AUDITORS OF THE COMPANY

OP. Singhania & Co., Chartered Accountants Address: JDS Chambers, 1st Floor, 6-Central Avenue, Choubey Colony, Raipur, Chhattisgarh-492001 Tel: +917712253844/45 Fax: +917714061216

ARRANGER TO THE ISSUE A.K. Capital Services Ltd 30-39, Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point, Mumbai - 400021 Contact No. 022-67546500.

Name Godawari Power & Ispat Limited

Registered Office Plot No. 428/2, Phase I, Industrial Area Siltara, Raipur – 493111 (C.G.)

Corporate Office : 1st Floor, Hira Arcade, Near New Bus Stand, Pandri, Raipur (C.G.) – 492 001

Tel: 0771-4082745;

Fax: 0771-4057601

Website Website: www.gpilindia.com

Disclosure Document

II. NAMES AND ADDRESSES OF THE DIRECTORS OF THE COMPANY. The composition of the Board of Directors of the Company as on date is as under as on JUNE 30, 2011:

Name Address Designation Date of Birth PAN no

No of Directorship in other Companies excluding GPIL

Name Of The Companies

BAJRANG LAL AGRAWAL

SIDDHARTH GITA NAGAR

CHOUBEY COLONY,

RAIPUR (CG.)- MANAGING DIRECTOR 17.06.1953 ACIPA4123E 11

Hira Ferro Alloys Ltd Hira Cement Ltd

Chhattisgarh Captive Coal Mining Ltd.

Shourya Diamonds Ltd

Hira Foundation Godawari Energy Ltd

Krishna Global Minerals Ltd

Sag International Ltd Ardent Steel Ltd Shourya Power

Private Ltd Godawari Green

Energy Ltd

SIDDHARTH AGRAWAL

SIDDHARTH GITA NAGAR,

CHOUBEY COLONY,

RAIPUR (C.G.)

NON EXECUTIVE DIRECTOR 14.04.1981 ADVPA6220E 11

Godawari Mines And Minerals Ltd

Godawari Clinkers And Cement Ltd Godawari Natural

Resources Ltd Krishna Global

Minerals Limited Godawari Realbuild

Private Ltd Godawari Green Energy Limited

Raipur Infrastructure Company Ltd

Chhattisgarh Ispat Bhumi Ltd

Godawari Integrated Steels (India) Ltd

Godawari Seamless Tubes Ltd

Hira Infra-Tek Ltd

DINESH AGRAWAL

MATRI CHHAYA, FAFADIH,

RAIPUR (C.G.) EXECUTIVE DIRECTOR

21.05.1971

AFHPA2667P 15

Alok Alloys Private Ltd

Hira Energy Limited Active Chemicals

Private Ltd Krishna Global

Minerals Limited

Disclosure Document

Godawari Mines And Minerals Ltd

Godawari Clinkers And Cement Ltd Godawari Natural

Resources Ltd Hira Global Ltd Hira Foundation

Shri Gopal Realcon Private Ltd

Dinesh Heritage Real Estate Private Ltd Narayan Heritage

Realmart Private Ltd

Godawari Integrated Steels (India) Ltd Godawari Green

Energy Ltd Godawari Seamless

Tubes Ltd

DINESH KUMAR GANDHI

B-704, 7TH FLOOR,

RUDRAM, GOKULDHAM

, MUMBAI (M.H.)

EXECUTIVE DIRECTOR (FINANCE) 16.11.1962 ACKPG1075H 5

Twenty First Century Leasing &

Construction P. Ltd Dmg Capital Market Services Private Ltd Maruti Clean Coal

And Power Ltd Godawari Green

Energy LtdArdent Steel Ltd

VINOD PILLAI

B-7, SAHANI VIHAR,

RAIPUR (C.G.) EXECUTIVE DIRECTOR 25.02.1968

AFCPPG4965N 2

Hira Cement Ltd

Shrikrishna Funestate Private Ltd

G.B.DESAI

15, NALANDA, 62

DR. G.DESHMUK

H MARG, MUMBAI

CHAIRMAN,

INDEPENDENT

DIRECTOR 03.11.1927 AABPD1774B 3

Tracom Stock Brokers Pvt Ltd

Axis Capital Markets (India) Ltd

Hira Ferro Alloys Ltd

SHASHI KUMAR

FLAT NO. 5RC,

RUKMANI PARASMANI

COMPLEX 92/1,

KOLKATA

INDEPENDENT

DIRECTOR 30.09.1946 AFSPK2839L

9 Indian Mining Consultancy Private

Ltd Global Coke Ltd

Shyam Metalics And Energy Ltd

Rashmi Metaliks Ltd Mjsj Coal Ltd

Jain Energy Ltd Shree Krishna

Disclosure Document

Fuelcon Private Ltd Matangi Enterprises

Private Ltd Mizoram Mineral

Development Corporation Ltd

BISWAJIT CHAUDHARY

SAMRAT APARTMENT, BB 37, FLAT

2, SALT LAKE,

KOLKATA

INDEPENDENT

DIRECTOR 30.04.1942ABWPC3097

Q 9

Aditya Birla Chemicals (India)

Ltd Ludlow Jute & Specialities Ltd

R.V. Investment And Dealers Ltd

Dic India Ltd Ativir Financial

Consultants Private Ltd

Space Matrix Ltd Maithan Alloys Ltd. Khaitan Electricals

Ltd Nkg Infrastructure

Ltd

B.N.OJHA

C-102 AIRLINES

CGHS PLOT-2, SECTOR-

10,DWARKA PHASE I, NEW

DELHI

INDEPENDENT

DIRECTOR 01.01.1944 AAAPO0041

M 4

Indraprastha Power Generation Company

Ltd Pragati Power

Corporation Limited

Ardent Steel Ltd Hira Ferro Alloys Ltd

The Company certifies that none of its Directors are appearing on the RBI / ECGC defaulters list.

Disclosure Document

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

BUSINESS. Company Overview GPIL is an integrated steel manufacturing company focused on manufacturing of Sponge Iron, Steel Billets, HB Wires, Ferro Alloys and Captive Power. The manufacturing facilities are fully integrated and located at Siltara, Raipur in Chhattisgarh. GPIL has progressively expanded their operations across the value chain and now venturing into Mining of Iron ore and Pelletisation of Iron Ore. Business Segments Company’s business operations can be segregated into the following divisions:-

• Steel Division carrying out the manufacture of Iron Ore Pelletisation, Sponge Iron, Steel Billets, H. B. Wires, and Ferro Alloys.

• Power Division carrying out power generating processes. • Mining of Iron Ore.

Products and Facilities Iron Ore Pelletisation: GPIL has set up its 600,000 mtpa iron ore pelletization plant for conversion of iron ore fines into iron ore pellets to be used in Sponge Iron Plant. The company has commenced its commercial production with effect from 01.02.2010. After successful implementation of the 0.6 mtpa pellet plants in Siltara & Keonjhar, the Company is setting up another 1.2 million ton pelletization plant at the existing location at Siltara at a total project cost of Rs. 400 crores approx. The same is proposed to be funded by in debt and internal accruals. The proposal for financial closure is under process with the bankers of the Company. The debt would be raised in FY 2012 & 2013. The proposed commissioning date of the new pellet plant is Oct’2013. Sponge Iron (DRI): GPIL has installed its Sponge Iron Plant in the Siltara, Raipur area of Chhattisgarh in the year 2001. Sponge Iron or Direct Reduced Iron is produced by reducing Iron Ore (in the form of lumps/pellets) using non-coking coal in a rotary kiln. The coal acts as the fuel as well as a reducing agent and Oxygen is removed from the Ore to produce Sponge Iron. Since the reduction takes place in the solid phase only, it is called Direct Reduction. The finished product has pores like a sponge due to removal of Oxygen, thus it is also known as Sponge Iron. The hot flue gases produced in the reactor during the process are used in Waste Heat Recovery Boilers to produce Steam. This helps in economizing our power generation costs. Majority of the Sponge Iron produced at GPIL is used for its own captive use to produce steel billets through Induction Furnace route. Our annual DRI production capacity is 4,95,000 MT with 1 x 350 mtpd and 3 x 500 mtpd rotary kilns installed at our Siltara Works. Billets: Billets are semi-finished steel products with a square cross section usually upto 110 mm x 110 mm. This product is either rolled or continuously cast and is then transformed by rolling to obtain finished products like wire rod, merchant bars and other sections. At GPIL, billets are produced using continuous casting process. The molten steel is continuously cast via a tundish into a water-cooled copper mold causing a thin shell to solidify. This ‘strand’ is then withdrawn through a set of guiding rolls and further cooled by spraying with a fine water mist. The solidified shell continues to thicken until the stand is fully solidified. Finally, the strand is cut into desired lengths and these are either discharged to a storage area or to the hot rolling mill. GPIL’s annual billet production capacity is 4,00,000 MT and the company produce billets of 110mm x 110mm. HB Wires: HB wires are manufactured by further processing of Wire Rods through wire drawing machines. The annual wires drawing capacity is 150000 MT and we produce HB Wires ranging from .6 to 14 gauge.

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Ferro Alloys Ferro Alloys are high value added products usually used in imparting special properties to steel. Ferro alloys are produced in sub-merged arc furnaces using electro-thermic process. The main raw materials are manganese Ore, fluxes like dolomite & quartz and reductants like coke, charcoal & coal. Ore, which is in metallic oxide from, is smeltered in the furnace. The reduction reactions are endothermic and necessary heat is supplied by captive electricity through graphite electrodes in the centre of the furnace. The electricity passing through the electrode to the metal creates arc which smelts the metal forming ferro alloys of desired quality especially High Carbon Ferro Manganese and Silico Manganese. GPIL has total installed capacity of 16,500 mtpa at its Siltara, Raipur plant. Mining In view of its long term strategic plan, GPIL is very strongly focused on gaining 100% raw material self-sufficiency. For GPIL, the key inputs constitute of iron ore and coal. Iron Ore Mining: GPIL’s operational Iron Ore mine is located in Ari Dongri area of C.G.,. In addition to this, the Company has been allotted another iron ore mines at Boria Tibu, in Rajnandgaon district of Chhattisgarh, The Boria Tibu mines have already received the approval of MoEF to commence the mining operations and mining lesae has been signed by the State government. The Company is awaiting the handover of the mining lease area by the forest department to start the commercial operation, which is expected to be received in next few weeks. With the availability of captive iron ore the Company would be self sufficient in meeting its iron ore requirement for pelletisation and sponge iron making facilities. The company has been allotted coal mines in consortium with some other companies having total reserves of 243 million tones in Nakia, Chhattisgarh out of which 63 million MT is GPIL’s share. Power: At GPIL, we strongly believe in gainful utilisation of waste and accordingly installed waste heat recovery boilers for utilisation of waste flu gases generated out of the Sponge Iron kilns to generate power. GPIL prides itself in being registered as the first company in the world to receive Carbon Credit entitlements in this segment. Currently, we have installed 73 MW power generating capacity in our plant. The energy generated is consumed partly in our sponge iron, billet, and ferro alloys plants and surplus power is exported under merchant selling. GPIL also plan to set-up a 50MW solar thermal power plant in Rajasthan and 1320 MW(2 x 660) merchant thermal power plant in phases, also in Chhattisgarh, both in the name of and through its subsidiary companies, namely M/s. Godawari Green Energy Limited and Godawari Energy Limited respectively. The present manufacturing facilities of the Company are situated at Phase-I, Industrial Growth Centre, Siltara, Raipur and comprises of the following:

PRODUCTS CURRENT Units USES/REMARKS

Captive Iron Ore 600000 MTPA Ari Dongri Commenced production in Q1 FY 2010.

Boria Tibu Expected to commence in FY2012

Pellet Plant 600000

MTPA Used-in-house / Maket sales. The plant is expected to be commissioned by Oct 2013.

Sponge Iron 495000 MTPA Market Sales / Used in-house Steel billets 400000 MTPA Market Sales / Used in-house Wire rods 100000 MTPA Market Sales / Used in-house H B Wires 150000 MTPA Market Sales; Ferro Alloys 16500 MTPA Market Sales / Captive Consumption

Power (MW) 73 MW 42MW, WHRB, 11MW Coal Based, 20MW Bio Mass

Disclosure Document

SWOT Analysis

Opportunities and threats In spite of special emphasis and encouragement from the government for capacity addition in the power sector, still there is a huge gap in demand and supply of power. The Company sees lot of opportunities in the power sector and has planned substantial investments in both thermal and solar power plants directly and also through subsidiaries. Availability of captive coal block and MoU with the State Govt. for a mega power project provides a good opportunity to the Company to grow in the power sector. The Company has created all required facilities for manufacture of steel taking into consideration backward and forward integration staring from iron ore mining to manufacture of wires. The intermediate products like wire rods are also manufactured by the company’s and it’s Associate Company, namely M/s. Hira Steels Limited.

Disclosure Document

Risks and concerns The steel industry is cyclical and in the recent times has seen huge volatility in the prices. This exposes the Company to the pricing risks. The Company has taken steps to acquire sufficient mineral resources to meet its long term requirement to mitigate this risk.

Business Strategy

The Company's strategy is to acquire natural resources and add value to them through processing, using energy in an integrated manner.

The company's focus area of business is generation of energy and utilizing it in processing of minerals to get maximum addition / realization for power. The Company has taken effective steps to ensure availability of minerals / natural resources at reasonable prices for sustainable future growth. This provides hedge to the Company against volatility in the commodity / natural resource prices. This also enables the Company to be a cost efficient player in the competitive global market.

Competitive Strengths

• Company has got an integrated manufacturing facility starting from iron ore mining with captive power, iron ore pelletisation, sponge iron, ferro alloys to the finished steel and HB wires. This makes the Company one of the low cost producers.

• The Company enjoys purchase tax & sales tax exemption upto April, 2013 on all the products, income

tax exemption on profits of power segment upto assessment year 2012-13.

• Company has got more than 200 acres of land in well-developed industrial area connected with National Highway and Mumbai-Howrah trunk route.

• The Company's manufacturing facilities are near to the raw material resource as well as market for the

finished products, resulting into substantial savings on the logistic cost. • Company has access to additional revenues from Carbon Credits due to registration of total 42 MW

capacity with CDM Board with eligibility of approx. 2,00,000 CER per annum. Subsidiary Companies: Ardent Steel Limited (ASL)

Our company has acquired 75% of the equity share capital of M/s. Ardent Steel Limited, which has set up an iron ore pelletisation plant of 600,000 tpa in the State of Orissa at a cost of Rs 170 crore approx, which has been funded through debt of Rs 110 crores and equity capital of Rs 60 crores. The Company has invested Rs 45 crore approx towards equity share capital for acquiring 75% stake. The project has been commissioned and started the commercial operations with effect from 01.08.2010 and is expected to achieve full Capacity utilization by Q3’FY2012.

Hira Ferro Alloys Limited (HFAL) GPIL acquired 51% stake in HFAL by amalgamating Hira Industries Limited (HIL) in March’2011. HFAL is engaged in ferro alloys manufacturing with total installed capacity of 52200 mtpa, 20 MW of coal fired power, 8.5 MW of biomass based power plant & 1.5 MW wind power capacity. The Company is listed on Bombay Stock Exchange, Madhya Pradesh Stock Exchange Limited (MPSE) & Delhi Stock Exchange (DSE).

Godawari Energy Limited: (GEL)

M/s. Godawari Energy Limited has entered into an MOU on 17th September, 2008 with the Government of Chhattisgarh for setting up of 1320 MW capacity of Thermal Power Project. The Company is presently engaged in getting regulatory approvals and land acquisition process for setting up of the power plant. The company has identified land required for the project in Raigarh District of Chhattisgarh and deposited the demanded amount to the Nodal Agency Chhattisgarh State Industrial Development Corporation. The implementation of project

Disclosure Document

shall be taken up upon the receipt of regulatory approvals and availability of fuel linkages. GPIL holds 51% of the share capital of GEL.

Godawari Clinker and Cement Limited (GCCL)

Company has signed an MOU with Government of Chhattisgarh for setting-up of Cement Plant comprising of 2 million tons per annum capacity of Cement and 1 million ton per annum capacity of clinker along with captive Power Plant of 50 MW capacity through a subsidiary Company and accordingly promoted another 100% subsidiary Company in the name of M/s. Godawari Clinker & Cement Limited. The Company has applied for grant of mining lease for lime stone mines in Chhattisgarh and approval of mining lease is awaited.

Krishna Global Minerals Limited (KGML) Company has acquired 100% of the equity shares of M/s. Krishna Global Minerals Limited for doing the business of exploration of mines and minerals, which is in the initial stage. Godawari Green Energy Limited: (GGEL)

Company has acquired 100% of the equity shares of M/s. Godawari Green Energy Limited to set up a 50 MW Solar Thermal Project in State of Rajasthan under Jawaharlal Nehru National Solar Mission. GPIL has been selected for setting up of the said project by NTPC Vidyut Vyapar Nigam (NVVN), a Nodal Agency appointed for the purpose by the Government of India and the said project shall be implemented through GGEL as a special purpose Company. The total cost of project is Rs. 793.84 crores and it is funded in debt equity ratio of 2.53:1 i.e. Rs. 569.06 crores of debt has been tied up for the project & the balance will be brought in as equity. Out of the total equity contribution Rs. 224.78 crores, Rs. 121.06 crores has been brought up front by the Company. The total land for the project has been acquired in Jaisalmer (Rajasthan). The Company has also signed long term power purchase agreement with NVVN at Rs. 12.20 per unit (fixed tariff) for 25 years.

Godawari Integrated Steel Limited (GISL)

GPIL has floated 100% owned SPV for setting up fully integrated steel capacity in the state of Chhattisgarh. The Company is in process of identifying the suitable location for the proposed plant & have also applied for various regulatory approvals.

Associate Company Hira Steels Limited: Hira Steels Limited, an Associate Company engaged in rolling of steel billets into wire rods and further conversion of wire rods into wires with an existing wire rod manufacturing capacity of 100,000 tpa and wire drawing capacity of 50,000 tpa and Wind Energy of 3.30 MWs. JV Companies: Raipur Infrastructure Company Limited (RICL)

Raipur Infrastructure Company Ltd. operates a private railway siding at Mandhar near the manufacturing facility of the company and the joint venture partners for movement of their goods, which are transported through the railways. The Company has one-third share in the joint venture. During the financial year 2009-10, the company has handled a total of 162 rakes of different material. The total quantity handled 6,05,105 MTs.

In order to increase the operations, the Company is` expanding its rake handling capacity and has also applied for another private railway siding in Orissa. The in-principal approval from Railways has been received and DPR has been submitted to Indian Railways for approval. The approval of DPR from Railway is under process. The acquisition of land required for railway siding is also in process.

Chhattisgarh Captive Coal Mining Limited (CCCML)

Chhattisgarh Captive Coal Mining Ltd. has been allotted a coal block in Nakia, and share in Madanpur North and Madanpur South Coal Blocks in Dist. Korba of Chhattisgarh under consortium arrangement. The Company has a share of63 million tons of coal out of total 243 million tonnes of coal reserves in the Joint Venture Company. The work on the Coal Mine is progressing and CCCML is awaiting approval of Ministry of Environment and Forest (MoEF) for mining operations.. However, due to delay by MoEF, the Forest Clearance is held up. The work would be put on fast track once the Forest Clearance is received from MoEF.

Disclosure Document

Industry Brief

Steel 2009 was a difficult year for the steel industry as production dipped in response to weak demand from end—user industries due to global meltdown. In response to the declining demand, producers across the globe resorted to production cuts in an attempt to restore the distorted demand-supply balance and prevent a further dip in prices. Global steel production dipped by 8% to 1.2 billion tonnes in 2009. Amidst the turmoil in the global industry, Indian and China stood apart with positive growth at the time when the world was reeling under demand pressures. In 2009 backed by fiscal stimulus from the Govt., India's steel industry registered a 3% growth against decline of 8% in world steel production, maintaining its 5th position in the world, on account of demand from the infrastructure, manufacturing and automobile sectors. During the year, the Indian Sponge Iron industry produced 22.99 mn tonnes of Sponge iron as against 21.33 mn tones in 2008-09, registering a growth of 7.79%. The exports also grew from 33824 MTs to 67781 MTs registering a growth of 100,39%.

Steel demand in India is expected to remain strong boosted by the government's plan to spend $8.95 billion this fiscal on the infrastructure building. The Government expects the country to become the second-largest producer by 2015 on the back of capacity additions. However, Greenfield projects have been facing multiple regulatory issues in terms of land acquisition, relief, rehabilitation policies and allotment of raw material resources. Raw material security and vertical integration are other key aspects for sustained growth. Indian companies though have taken some steps to acquire resources outside the country but they are not as aggressive as their Chinese counterparts. Iron ore is the most important raw material for steel production. The top five countries - China, Australia, Brazil, India and Russia, together account for 80% of the global iron ore output. In terms of exports, Australia, Brazil and India rule the industry, contributing close to 80% of total exports in the industry. China is the largest importer of iron ore due to insatiable demand from its steel industry and also due to lack of quality reserves. The iron ore miners are seeking increase of 20-30% in benchmark prices but China, the largest importer, is resisting such hike. India could meet its additional iron ore requirements by making investments in beneficiation facilities to improve the quality of the existing ore and also by focusing more on exploration and prospecting to identify resources and boost production significantly. A large number of pellet plants are coming up to utilize the huge quantity of iron ore fines generated over the years. Globally, prices of Coking Coal - another important component of steel manufacturing have shot up historically due to the rising demand from the emerging economies of China and India. The global coking coal market has been in deficit due to lack of supply commensurate with demand. It is expected that global prices of coking coal will continue to move upwards and settle in the range of USD150-200 per tonne. Rising demand from China and restricted supply is likely to drive the price increase. Further, rising utilization levels in the developed world — the US and Europe — also support the demand for coking coal, and consequently, rise in prices.

In India due to high electricity costs for an electric arc furnace, a significant proportion of steel produced is through the blast furnace route. Blast furnace route uses coking coal as a reducing agent to form coke used in the steel production. Coking coal reserves in the country are limited and India has to depend on imports to meet its coking coal / coke requirement. In order to reduce dependence on imports, the Indian government has approved the special purpose vehicle — International Coal Ventures — formed by public sector units (PSUs) for acquiring coal reserves abroad

It is expected that the coal production would grow by 8.40% in 2010-11 due to healthy production of Coal India Ltd. and SECL. Further, the union Budget, 2010-11 proposed, three important announcements for the coal sector — setting up of a separate regulatory authority; introduction of competitive bidding process for allocation of captive coal blocks; and levy of a clean energy cess Rs.50/- per tonne on domestic and imported coal for improving coal availability and distribution.

Delays in rake movement by the railways, congestion, lack of multiple access points at steel plants and insufficient line capacity are some of the infrastructural problems the industry is facing today. Indian ports face challenges in terms of low productivity, high costs, long vessel turnaround periods and lengthy custom delays, which hardly bodes well for the industry. The situation of power is also not good and is

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facing issues including frequent outages and high voltage fluctuations. Such bottlenecks add to the costs of steel manufacturers and impede their profitability.

Power India's power generation capacity has grown substantially from a mere 1,713 MW in 1950 to 1,47,965.41 MW at the end of March 2009. Electricity generation in India is predominantly Thermal based accounting for more than 60 per cent of the total installed capacity. Hydro and RES were the other major sources with an installed capacity of 36,916.76 MW and 13,242.41 MW respectively. There has not been much variation in composition.

However, there still exists a wide gap between demand for power and actual supply. This translates into huge opportunity for the power sector companies to capitalise on. The commissioning of proposed power projects during the current plan along with capex expansion during the next two Five Year Plans will be crucial for bridging the deficit. The Government plans to add 78,700 MW of power capacity during the Eleventh Plan from Thermal, Hydro and Nuclear with 1,00,000 MW each, being recommended for the Twelfth and Thirteenth Plan. This makes power as one of the primary sectors likely to witness extensive activity in the next decade.

Ferro alloys During 2009, due to significant decline in demand for steel from downstream users manganese alloys smelters cut their production. Total Mn alloy production in 2009 was 11.6 million mt which is 16% less than 2008. Towards the end of the year, as steel production began rising incrementally month on month, alloy smelters followed cautiously but avoided oversupplying the spot market.

High Carbon Ferro Manganese (HC FeMn) continued to face run down of stock piles, resulting in a production of 3.8 million mt, a decline of 20%. Since, HC FeMn is consumed mostly in the production of steel flat products such as automobiles and white goods. It was only in the last quarter of 2009, that the global production of HC FeMn increased yoy by 20% to 1.1 million rnt, due to improved economic conditions and increasing demand from the user industries.

On the other hand Silico Manganese(SiMn) production was 7 million nnt, a decline of 11%. SiMn is consumed in the production of long steel products used in infrastructure and construction projects. China continued to be the major producer and consumer of SiMn and its large stimulus package funded many of these types of projects throughout the country.

Inspite of the ore market being adversely affected by reduced demand from alloy smelters, China imported record amounts of ore which represented 25% of global production. Mn ore (wet) production decreased by 16% y-o-y, to 38 million mt and contained 11 million mt of Mn content (units), a decrease of 21% y-o-y. The disparity in the growth rates signifies increased mining of lower grade ores.

To sum up, after a deep crisis related production cuts in the production of Mn ore and alloys, the growth has started picking up from the 4th qtr of 2009. Global inventories have gone down. The return of demand outside China coupled with continuous strength from China has tightened the Mn Ore and alloy markets.

The Indian manganese alloy industry has witnessed a very good year and the future looks to be much better. Lucrative prices have attracted lot of new entrants, and also existing producers are going in for expansions. With India becoming the largest producer of low nickel bearing austenitic stainless steel (82% of stainless steel produced in India belongs to variety).

The domestic demand for alloys have been quite strong as steel production has been expanding and exports in the future would, more or less, also be in the same pattern. Majority of production in the future will be dependent on imported ores and any shortages or disruption in ore supply may cause capacities to remain idle or switch over alloy productions.

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The total manganese ore proven reserves are 76 million metric tons which is just above 15% of the total reserves of 460 million metric tons. The exploration of the balance 85% is still not economically viable. Most of the mining is centered in Madhya Pradesh & Maharashtra with majority of the ore production being done by MOIL, a government organization. Orissa is also active producer of manganese ore but has recently been more focused iron ore mining and manganese ore has taken a back seat. Rest of the other producers like TATA, Rungta & Sandur are mining for their captive usage. Tata has recently stopped all its ore sales, which has also created shortages in the market.

Nearly 45% of manganese ore in India is low and medium grade. The high grade manganese ore is limited in India and is mostly controlled by manganese Ore India Limited. Production of manganese ore has not gone up to keep pace with the increased production of ferro alloys and Indian producers have to depend on imported manganese ore, particularly of high grade. Thus, the future of manganese alloy, for a long time, will depend on imported manganese ore.

Historically Indian manganese ore prices were never linked with international ore prices but for the last two years MOIL decided to link the domestic prices with international prices and has made repeated and substantial increase in the prices without improvement on supply side.

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IV. BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING DETAILS OF ITS

ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN ITS CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS, IF ANY.

Capital as on March 31st, 2011 is set forth below:

(In Crs except per share data)

Sr. No. Particulars

Aggregate Nominal

Value

Issue Amount

1. Share Capital

A Authorized Capital

49,800,000 Equity shares of Rs.10/- each 49.80 49.80

3,200,000 Preference Shares of Rs. 10/- each.

B. Issued, Subscribed and Paid up Capital:

i. 31,756,247 (Previous year- 28,069,807 of Rs.10/- Each) Equity shares of Re.10/- each 31.75

2. PRESENT ISSUE OF DEBENTURES THROUGH THIS Disclosure Document

Issue of 1000 Secured Redeemable Non-Convertible Debentures (Debentures) of Rs. 10,00,000/- each 100.00

3.

PAID-UP SHARE CAPITAL AFTER THE PRESENT ISSUE 31,756,247 Equity shares of Re.10/- each (The issue is private placement of Secured Redeemable Non-Convertible Debentures (NCDs) which would not have any impact on the Paid up share capital of the Company)

31.75

4. Share Premium Account

a. Before the Issue 163.04

b. After the Issue 163.04

5. Loan Funds

a. Secured Loans 607.78

b. Unsecured Loans 36.45

Total 644.23

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SHARE CAPITAL HISTORY

Issued, Subscribed , Fully Paid up capital Equity Share Capital History as on June 30 , 2011

Date of Allotment

No. of Shares issued

Cumulative Paid up Capital

(Rs. In crs) Mode of Allotment Identity of Allot tees

Face Value (Rs)

Issue Price (Rs.)

20/04/2006 24.84 Public issue Promoters &

Non Promoters 10 81 12/1/2008 32,25,807 28.07 QIP QIB 10 300

30/03/2011 3686440 31.76 Scheme of

Arrangement/Amalgamation

Shares have been allotted to the shareholders

of erstwhile Hira Industries Ltd pursuant to the scheme of amalgamation. 10 10

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Equity Shareholding Pattern of the Company on as on June 30, 2011 Equity Shares

Category of Shareholder Total No. of

Shares Total Shareholding as a % of total No. of Shares

As a % of (A+B+C)

(A) Shareholding of Promoter and Promoter Group (1) Indian Individuals / Hindu Undivided Family 17,908,923 56.39 Bodies Corporate 1,205,169 3.8 Any Others (Specify) 1,125,000 3.54 Trusts 1,125,000 3.54 Sub Total 20,239,092 63.73 (2) Foreign

Total shareholding of Promoter and Promoter Group (A) 20,239,092 63.73 (B) Public Shareholding (1) Institutions Mutual Funds / UTI 1,240,683 3.91 Financial Institutions / Banks 247,556 0.78 Foreign Institutional Investors 1,369,676 4.31 Sub Total 2,857,915 9 (2) Non-Institutions Bodies Corporate 1,785,749 5.62 Individuals Individual shareholders holding nominal share capital up to Rs. 1 lakh 5,050,339 15.9 Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 1,305,959 4.11 Any Others (Specify) 517,193 1.63 Clearing Members 81,330 0.26 Non Resident Indians 308,499 0.97 Trusts 2,575 0.01 Directors & their Relatives & Friends 124,789 0.39 Sub Total 8,659,240 27.27 Total Public shareholding (B) 11,517,155 36.27 Total (A)+(B) 31,756,247 100 (C) Shares held by Custodians and against which Depository Receipts have been issued

- - Total (A)+(B)+(C) 31,756,247 100

a) Promoter holding and lock-in provisions: the promoter holding after this issue would not be altered. Further, the present issue is a debt issue and therefore the provisions of lock-in do not apply.

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b) The Issuer Company has not issued any shares or debentures or agreed to issue any shares or debentures for consideration other than cash other than that mentioned elsewhere in the Disclosure Document, within the two years preceding the date of this Disclosure Document.

c) The number of shareholders of the Issuer Company as on June 30, 2011 is 28,517.

d) At any given time there shall be only one denomination for each class of shares of the Company and the Company shall comply with such disclosure and accounting norms as specified by SEBI from time to time.

e) Reservation for small investors in allotment: The present Issue of debentures being made on private placement basis, there shall be no reservation for small/ individual investors and the allotment for debentures shall be finalized by the Company at its sole and absolute discretion.

f) The Issuer Company has not raised any bridge loan or any other similar financial arrangement against the proceeds of the Issue.

g) The promoters, Directors and the lead arrangers of the Issuer Company has not entered into any standby, buy-back or similar arrangements for purchase of securities offered through this Disclosure Document.

h) The Company has not revalued its fixed assets.

i) Except as discussed elsewhere in this Disclosure Document or in any Pricing Supplement, the Company and its Directors have not entered into any buy-back and/or standby arrangements for purchase of Equity Shares of the Company from any person.

V. SECURITIES TO BE ISSSUED AND LISTED UNDER CURRENT DOCUMENT Under the purview of current document, the Company intends to raise an amount aggregating to Rs.100.00 Crores including a green shoe option of Secured Redeemable Non-Convertible Debentures (Debentures). The company has a valid rating of ‘CARE A’ by CARE. As per the details given below, the rating letters is enclosed at the end of this document. Detailed term sheet the debenture issue is given in below in this document. CREDIT RATING: “CARE A” by CARE vide rating letter dated September 05, 2011 Instruments with this rating are considered to have adequate credit quality for timely servicing of debt obligations. Such instruments carry low credit risk. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

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VI. DETAILS OF ISSUE SIZE The Company proposes to mobilize through private placement of Secured Redeemable Non-Convertible Debentures (‘NCD’/ ‘Debentures’) of Rs.10,00,000/- each at par aggregating upto Rs.100.00 Crores including a green shoe option. Summary Term Sheet

Particulars Terms Issuer/Borrower Godawari Power & Ispat Limited Issue Size Upto Rs. 100.00 crores including a green shoe option Nature of Instrument Secured Redeemable Non-Convertible Debentures (‘NCD’/

‘Debentures’) Credit Rating ‘CARE A’ by CARE Instrument Form Only in Dematerialized Form Denomination of the Instrument/ Face Value

Debentures of Rs. 10,00,000/- each

No. Of Debentures 1000 (One thousand ) Debentures. Tenure As per term sheet Put & Call Option As per Term Sheet Coupon Rate As per Term Sheet Interest Payment As per Term Sheet Redemption As per Term Sheet Deemed Date of Allotment As per Term Sheet Interest on application money At the respective coupon rate (subject to deduction of tax of source, as

applicable) from the date of realization of cheque(s) / demand draft(s) upto one day prior to the deemed date of allotment.

Interest Rate for the 1st Interest Date At the respective coupon rate (subject to deduction of tax of source, as applicable)

Security Parri-passu First charge on fixed Assets of the Company with a minimum cover of 1.25 times to be maintained during the tenure of NCD

Listing On the WDM Segment of Bombay Stock Exchange (BSE) Trustees Axis Trustee Services Ltd Issue Opens on As Per Termsheet Issue Closes on As Per Termsheet

VII. DETAILS OF ULTILISATION OF PROCEEDS/ OBJECTS OF THE ISSUE The current borrowing program will be used general corporate purposes of the Company. No part of the proceeds of the NCDs would be utilized by the issuer directly/indirectly towards Capital markets and Real Estate purposes.

Hence the subscription to the current NCD issue would not be considered /treated as a capital market exposure.

The expenses of the present issue would also be met from the Proceeds of the Issue. The Main Object Clause of the Memorandum of Association of the Company enables it to undertake the activities for which the funds are being raised through the present issue and also the activities, which the Company has been carrying on till date. The Proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for meeting issue objects.

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VIII. MATERIAL CONTRACTS INVOLVING FINANCIAL OBLIGATION OF THE COMPANY A. MATERIAL CONTRACTS

a) Letter appointing Registrar and Transfer Agents and copy of MoU entered into between the Company and the Registrar.

b) Copy of letter from Axis Trustee Services Ltd to the Company giving consent to act as a Trustee to the Debenture holders of this issue.

B. DOCUMENTS

• Memorandum & Articles of Association • Credit Rating Letter dated September 5, 2011 from CARE • Consent from Axis Trustee Services Ltd to act as Trustee. • Consent of Link Intime India Pvt. Ltd to act as Registrar and Transfer Agent. • Annual reports for the last 4 year starting from the FY 2007-08. • Certified true copies of Resolution of the Board dated August 06, 2011 approving the proposed

private placement of debentures u/s sec 292 1(b) of the Companies Act, 1956. • AGM Resolution providing for the overall borrowing of the company u/s sec 293 1(d) dated

September 23,2008 of the Companies Act ,1956.

The above material documents and contracts are available for inspection between 9.00 a.m. and 1.00 p.m. on all working days at the registered office of the Company as mentioned below:

Corporate Office: 1st Floor, Hira Arcade, Near New Bus Stand, Pandri, Raipur (C.G.) – 492 001

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IX. DETAILS OF BORROWINGS IN THE PAST Statement of Secured Loans/Unsecured Instruments as on June 30, 2011

(Rs. in Crs) Repayment Particulars Outstanding As on 30.06.11 2012-13 2013-14 2014-15 2015-16 2016-2017 Term Loan from Banks/Financial Institutions 279.11 81.25 71.07 46.11 18.88 0.30 Non – Convertible Debentures 125.00 0.00 0.00 41.67 41.67 41.66 External Commercial Borrowings (ECB) 51.91 12.50 12.50 12.50 14.41 0.00

Note: The above repayment schedule does not include the proposed NCD issue of Rs. 100 crores. Also it does not include the debt which will be raised by the Company for setting up 1.2 mtpa pelletization plant. The Company is in the process of tying of the debt for the said project & its drawdown will be spread over financial years 2012, 2013 & 2014.

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Details of Secured Non-convertible Debentures issued:

X. MATERIAL DEVELOPMENT

There are no material developments in the company that would affect the issue.

XI. DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, AT PREMIUM OR AT DISCOUNT, IN PURSUANCE OF AN OPTION.

There were no debt securities issued for consideration other than cash or for premium or discount.

Sr. No. Date of Allotment Amount Date of Redemption

1. January 3,2011 Rs. 125 crs

Redeemable at par in six equal half yearly instalments’’ starting

after 3 year moratorium form the date of allotment ( i.e.

commencing from the end of 42nd month and ending at the

end of the 72nd months from the date of allotment. )

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XII. TOP 10 HOLDERS OF EACH CLASS AND KIND OF SECURITIES

Ten Largest Equity Shareholders of the Company as on June 30, 2011. (Excluding Promoter shareholding )

Sl. No Name of the Shareholder Address of the Holders

Total Shares held Number

Shares as % of

Total No. of Shares

1 ICICI Prudential Discovery Fund

Lodha-I Think Techno Campus,Off Floor 8, Next to Kanjurmarg StationKanjurmarg (East), Mumbai-400042

1165402 3.6698

2 The GMO Emerging ILLIQUID (Mauritius) Fund

Citi bank NA, Custody Services, 3rd Floor Trent House, G Block , Plot No.60, BKC, Bandra -East, Mumbai-400051

715345 2.2526

3 Bhavana Govindbhai Desai Govindbhai Baldevbhai Desai

Share and Stock Broker 1101, Stock Exchnage Tower Dalal Street. Mumbai-400023

450000 1.4170

4 Kharun Tradecom Pvt.Ltd

21, Ashirwad Towers, Near Raj Talkies G.E Road, Raipur, Chhattisgarh India-492001

277500 0.8738

5 Allahabad Bank

Forex Cum Treasury Management Branch, Allahabad Building , 3rd Floor 37, Mumbai Samachar Marg, Fort Mumbai-400023

213590 0.6726

6 Shashanko Commotrade Private Limited

9, Mango Lane, 2nd Floor, Room No-11 Kolkata, West Bengal. India Kolkatta-70001

156008 0.4913

7 VOF Master Limited

ICICI Bank Ltd, SMS Dept, Empire Compex, 1st Floor, S.B Marg, Lower Parel, Mumbai-400013

134145 0.4224

8 BNP Paribas Investment Partners Fund (Netherland) N.V A/C BNP PARIBAS FUND III NV

HSBC Securties Services, Western Exp.Highway, Sahar Road Junct Vile Parle -E, Mumbai-400057

128785 0.4055

9 OM Energy Limited

Cama Building GR Floor 24/26 Dalal Street, Fort Mumbai-400023

104214 0.3282

10 International Opportunities Portfolio Management Limited Deutshe Bank AG

DB House, Hazarimal Somani Marg Post Box No.1142 , Fort Mumbai-400001

100000 0.3149

Total 3444989 10.8481

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Ten Largest Debt Security holders of the Company as on June 30, 2011. Secured Non Convertible Debentures issued on Private Placement Basis

Sr. No.

Name of the Debenture Holder

Address of the Holder No. of Debentures

1 AXIS BANK LIMITED A WING, 3RD FLR, BEZZOLA COMPLEX, SUMAN NAGAR SION TROMBAY ROAD, CHEMBUR MUMBAI 400071

1250

XIII. UNDERTAKING TO USE A COMMON FORM OF TRANSFER The normal procedure for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of Debentures. XIV. REDEMPTION AMOUNT, PERIOD OF MATURITY, YEILD ON REDEMPTION

Tenor As per Term Sheet

Coupon Rate As per Term Sheet

Redemption Date As per Term Sheet

Minimum Subscription Not Applicable

Depository NSDL & CDSL Security Parri-passu First charge on fixed Assets of the Company with a minimum cover of 1.25

times to be maintained during the tenure of NCD

Settlement Payment of interest and principal will be made by way of Cheque(s)/interest warrant (s)/demand draft(s)/ RTGS.

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XV. TERMS OF OFFER

Particulars Terms Issuer/Borrower Godawari Power & Ispat Limited Issue Size Upto Rs.100.00 crores including a green shoe option Nature of Instrument Secured Redeemable Non-Convertible Debentures (‘NCD’/

‘Debentures’) Credit Rating ‘CARE A’ by CARE Instrument Form Only in Dematerialized Form Denomination of the Instrument/ Face Value

Debentures of Rs. 10,00,000/- each

No. Of Debentures 1000 (One Thousand) Debentures. Tenure As per termsheet Put & Call Option As per Term Sheet Coupon Rate As per Term Sheet Interest Payment As per Term Sheet Redemption As per Term Sheet Deemed Date of Allotment As per Term Sheet Interest on application money At the respective coupon rate (subject to deduction of tax of source, as

applicable) from the date of realization of cheque(s) / demand draft(s) upto one day prior to the deemed date of allotment.

Interest Rate for the 1st Interest Date At the respective coupon rate (subject to deduction of tax of source, as applicable)

Security Parri-passu First charge on fixed Assets of the Company with a minimum cover of 1.25 times to be maintained during the tenure of NCD.

Listing On the WDM Segment of Bombay Stock Exchange (BSE) Trustees Axis Trustee Services Ltd Issue Opens on As Per Termsheet Issue Closes on As Per Termsheet

Disclosure Document

Private placement of Secured Redeemable Non-Convertible Debentures (NCDs/ Debentures) of Rs.10,00,000/- each for cash at par aggregating upto Rs.100.00 crores including a green shoe option to be issued by Godawari Power & Ispat Limited Governing Law & Provisions The Debentures offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement and the Trust Deed. Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by the Government of India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), concerned Stock Exchange or any other authorities and other documents that may be executed in respect of the Debentures. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the Court at Raipur, Chhatisgarh. The proceeds of this issue will be used by the company for general corporate purpose. Authority for the Placement This private placement of Debentures is being made pursuant to the resolution of the Board passed at its meeting held August 08, 2011 which has approved the placement of Debentures aggregating upto Rs. 100.00 Crores. The present issue aggregating upto Rs.100.00 crores including a green shoe option is within the overall limit approved by the Board of Directors as above. The present issue aggregating upto Rs.100.00 crores including a green shoe option is within the general borrowing limits in terms of the resolution passed under Section 293(1)(d) of the Companies Act, 1956, at the Annual General Meeting of the shareholders of the Company held on September 23,2008 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs 1000 Crores (Rupees One Thousand Crores)subject to any restrictions imposed by the terms of the agreement entered into from time to time for grant of loans to the Company of all monies deemed by them to be requisite or proper for the purpose of carrying on the business of the Company. The borrowings under these Debentures will be within the prescribed limits as aforesaid. The Company can carry on its existing activities and future activities planned by it in view of the existing Approvals, and no further approvals from any Government authority are required by the Company to carry on its said activities. Face Value, Issue Price, Effective Yield for Investor As each Debenture of Rs. 10,00,000/- and is issued at par i.e. for Rs. 10,00,000/-. The effective yield for the investors held to maturity shall be the same as the coupon rate on the Debentures. Minimum Subscription As the current issue of Debentures is being made on private placement basis, the requirement of minimum subscription shall not be applicable and therefore the Company shall not be liable to refund the issue subscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage of issue size. Deemed Date of Allotment Interest on Debentures shall accrue to the Debentureholder(s) from and including ______, 2011 which shall be the Deemed Date of Allotment. All benefits relating to the Debentures will be available to the investors from the Deemed Date of Allotment. The actual allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any prior notice. In case if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion. Credit Rating The NCDs are rated ‘CARE A’ by CARE vide their letter dated September 05,2011. Instruments with this rating are considered to have adequate credit quality for timely servicing of debt obligations. Such instruments carry low credit risk. Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each

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rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc. Underwriting The present Issue of Debentures on private placement basis has not been underwritten. Listing Listing is proposed on the Wholesale Debt Market segment of BSE (Bombay Stock Exchange) Security The Debentures, interest thereon, and all other monies relating thereto shall be secured by way of Parri-passu First charge on fixed Assets of the Company with a minimum cover of 1.25 times to be maintained during the tenure of NCD. Subject to compliance to the Companies Act, 1956, the issuer would endeavor to create the said security in favour of the Trustees within 3 months from the deemed date of allotment of the Debentures but in any case, not exceeding 6 months from the deemed date of allotment .. A penal interest of 2 % will be charged from the date of allotment till the date of security creation, if the company fails to create security within the stipulated time. Further if the company fails to create the security after the extended time if any given by the investors, then the investor reserves the right to re-call the investment along with all outstanding. The additional penal interest in case of default in security creation in time, shall be payable monthly and for the broken period on which the security is created. The actual form, mode & method of security creation including the trust deed shall be decided in mutual consultation with the Trustees. Subject to compliance to the Companies Act, 1956, the issuer would endeavor to create the security as mentioned in favour of the Trustees within the time limit laid down in the Companies Act, 1956 but not exceeding in any case, 6 months from the deemed date of allotment. In case of delay in execution of Trust Deed and Charge documents beyond the period of 6 months as above, the company will refund the subscription with agreed rate of interest or will pay penal interest of 2% over the coupon rate till these conditions are complied with at the option of the investor.. The trustee shall provide consent to create pari-passu charge in future. Record Date The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date. Market Lot The market lot shall be one Debentures of face value of Rs. 10.00 Lac each (“Market Lot”). Interest on Application Money Interest at the coupon rate as notified in the term sheet (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactments thereof, as applicable) will be paid to all the applicants on the application money for the Debentures. Such interest shall be paid from the date of realisation of cheque(s)/ demand draft(s)/ RTGS upto one day prior to the Date of Allotment. The interest on application money will be computed on an Actual/ Actual basis . Such interest would be paid on all the valid applications.

Where the entire or Part subscription amount has been refunded, the interest at the respective coupon rate on application money will be paid along with the Refund Orders. Where an applicant is allotted lesser number of debentures than applied for, the excess amount paid on application will be refunded to the applicant along with the interest at the respective coupon rate on refunded money.

The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders, in case of refund

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of application money, if any) shall be dispatched by the Company within 15 days from the Deemed Date of Allotment by registered post to the sole/ first applicant, at the sole risk of the applicant.

Interest on NCDs The Debentures shall carry interest at the rate of as per term sheet (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) payable to the holders of Debentures (the “Holders” and each, a “Holder”) as of the relevant Record Date. The interest payable on any Interest Payment Date will be paid to the Bondholder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Company as on the Record Date. The first interest period is defined as the actual number of days falling between the Deemed Date of Allotment to _____________ , 2011 including both the first date and the last date. The first interest payment would be made on __________, 2011. The second and subsequent interest period (except the last interest period) is defined as the actual number of days in a year between ____________, including both the days and __________ and ____________including both days and so on. The last interest period is defined as the actual number of days falling between ________ and redemption date including the first date and one day prior to the last date. The last interest payment would be made on the redemption date along with the redemption of principal amount. If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the state of Chhatisgarh) then payment of interest will be made on the next day that is a business day but without liability for making payment of interest for the intervening period. In case the Deemed Date of Allotment is revised (pre-poned/ postponed) then the above Interest Payment Date may also be revised pre-poned/ postponed) accordingly by the Company at its sole & absolute discretion. Computation of Interest Interest for each of the interest periods shall be calculated, on 'actual/ actual days' basis, on the face value of principal outstanding on the Debentures at the coupon rate rounded off to the nearest Rupee. Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form. However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under: “Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.” The amendment, which will be effective 1st June 2008, will have following implications: Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors. However the Tax deduction at source would be governed by Income Tax Act 1961 provisions applicable at the time of the interest payment. Debentures in Dematerialized Form The Company has finalized Depository Arrangements with National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form

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shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Applicants to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form. In case the depository arrangement is finalised before the completion of all legal formalities for issue of Debenture Certificates, Debentures to successful allottee (s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment. Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30 days. Transfer of Debentures Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL /CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company. Payment of Redemption Each Debenture of Rs.10.00 lacs each redeemable at par at the end of their respective maturity as specified in the term sheet. The Debentures will not carry any obligation, for interest or otherwise, after the date of redemption. The Debentures held in the dematerialized form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Bondholders whose name appear in the Register of Bondholders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Bondholders. On such payment being made, the Company will inform NSDL and accordingly the account of the Bondholders with NSDL will be adjusted. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for business in Chhattisgarh), then the payment due shall be made on the next Business Day together with additional interest for the intervening period. Right to Reissue Debenture(s) The Company will have the power, as provided for under the Companies Act, 1956, exercisable at its absolute discretion from time to time to repurchase some or all the Debenture at any time prior to the specified date of maturity as per the prevailing guidelines/regulations of Reserve Bank of India and other Authorities. This right does not construe a call option. In the event of the Debenture being bought back, or redeemed before maturity in any circumstance whatsoever, the Company shall be deemed to always have the right, subject to the provisions of Section 121 of the Companies Act, 1956 to re-issue such Non-convertible debenture either by re-issuing the same Debenture or by issuing other Non-convertible debenture in their place. The Company may also, at its discretion and as per the prevailing guidelines/regulations of Reserve Bank of India and other Authorities at any time purchase Non Convertible Debenture at discount, at par or at premium in the open market. Such Non Convertible Debenture may, at the option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by Law. Future Borrowings The Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form including issue of Debentures/ other securities in any manner having such ranking in priority, pari passu or otherwise and change the capital structure including the issue of shares of any class, on such terms and conditions as the Company may think

Disclosure Document

appropriate, without having any need to obtain the consent of, or intimation to, the Debenture holders or the Trustees in this connection. Letter/s of allotment/refund order(s) and interest in case of delay in dispatch The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central Depository Services Ltd/ Depository Participant will be given initial credit within two working days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate. The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue. Right to Accept or Reject Applications The Company reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/ demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects are liable to be rejected and such applicant would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: a. Number of debentures applied for is less than the minimum application size; b. Applications exceeding the issue size; c. Bank account details not given; d. Details for issue of debentures in electronic/ dematerialized form not given; PAN not mentioned in appropriate

place. e. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant documents not submitted; In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application money of such Debentures will be refunded, as may be permitted. Who Can Apply The following categories of investors may apply for the Debentures, subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents alongwith the application form. 1. Scheduled Commercial Banks; 2. Financial Institutions; 3. Insurance Companies; 4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI); 5. Regional Rural Banks; 6. Mutual Funds; 7. Companies, Bodies Corporate authorised to invest in Debentures; 8. Provident Funds , Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines 9. Trusts 10. Individuals Application not to be made by 1. Hindu Undivided Family (neither by the name of the Karta); 2. Partnership Firms or their nominees; 3. Overseas Corporate Bodies (OCBs); 4. Foreign Institutional Investors (FIIs); 5. Non Resident Indians(NRIs) Although above investors are eligible to apply however only those investors, who are individually addressed through direct communication by the Company / Sole Arranger, are eligible to apply for the Debentures. No other person may apply. Hosting of Disclosure Document on the website of the NSE should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI. Investors should check about their eligibility before making any investment.

Disclosure Document

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorising investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable. Applications under Power of Attorney In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the Company’s branch where the application has been submitted, or at the office of the Registrars to the Issue after submission of the Application Form to the bankers to the issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered. Application by Mutual Funds In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made. PAN/GIR Number All Applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 and the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided. Signatures Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal. Nomination Facility As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate. Disputes and Governing Law The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Chhattisgarh alone shall have jurisdiction in connection with any matter arising out of or under these precincts. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed/Trustee Agreement. Trading of Debentures The trading of privately placed Debt securities would be permitted in the anonymous, order driven system of the Stock Exchange in a separate trading segment. The marketable lot would be one Debentures of face value of Rs. 10,00,000/- . All class of investors would be permitted to trade subject to the standard denomination/marketable lot. The trades executed on spot basis shall be required to be reported to the Stock Exchange.

List of Beneficial Owners The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.

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Succession In the event of demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the time being, the Company will recognize the executor or administrator of the deceased Bondholder, or the holder of succession certificate or other legal representative as having title to the Bond(s). The Company shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, letter of administration wherever it is necessary, or such holder 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. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder on production of sufficient documentary proof or indemnity. Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be complied: a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was acquired by the NRI as part of the legacy left by the deceased holder. b. Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be on a non-repatriation basis. Mode of Subscription/ How to Apply This being a Private Placement Offer, Investors who are established/ resident in India and who have been addressed through this communication directly, only are eligible to apply. All Application Forms, duly completed, together with cheque / demand draft for the amount payable on application must be delivered before the closing date of the issue to the Sole Arranger to the Issue. Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL LETTERS in English and as per the instructions contained therein. Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document) must be submitted before the last date indicated in the issue time table or such extended time as decided by the Bank, at any of the designated collection centres, accompanied by the subscription amount by way of cheque (s)/ demand draft(s) drawn on any bank including a co-operative bank which is situated at and is a member of the Bankers’ clearing house located at a place where the application form is submitted. Outstation cheque (s)/ Bank draft(s) drawn on Bank(s) not participating in the clearing process at the designated clearing centres will not be accepted. Money orders/ postal orders will also not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail. No separate receipt will be issued for the application money. However, the Company’s designated collection branches or Arranger(s) receiving the duly completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the Acknowledgment Slip at the bottom of the each Application Form. As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques due to loss/ misplacement, the applicant should furnish the full particulars of his or her bank account (i.e. Account Number, name of the bank and branch) at the appropriate place in the Application Form. Interest warrants will then be made out in favour of the bank for credit to his/ her account so specified and dispatched to the investors, who may deposit the same in the said bank. Effect of Holidays Should any of the dates defined above or elsewhere in this Document excepting the date of allotment, fall on a, Sunday or a Public Holiday, the next working day following shall be considered as the effective date(s). Notices The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be deemed to have been given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to Registrars or to such persons at such address as may be notified by the Company from time to time.

Disclosure Document

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s), etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices / correspondence by the Debenture holder(s) to the Company with regard to the issue should be sent by Registered Post or by hand delivery to the Registrar, or to such persons at such persons at such address as may be notified by the Company from time to time. Applications 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 the authorized signatories and the tax exemption certificate/document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/additions in the power of attorney or authority should be notified to the Company at its registered office. Disclosure Clause In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their absolute discretion may think fit. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debenture Trust Deed/Trustee Agreement. Registrars Link Intime India Pvt. Ltd are acting as Registrar and Transfer agents for the Company for debt instruments. Requests for registration of transfer, along with Debenture Certificates/Letters of Allotment and appropriate transfer documents should be sent to the Registrars. The transferee shall also furnish name, address and specimen signatures and wherever necessary, authority for purchase of Debentures. The Registrars after examining the adequacy and correctness of the documentation shall register the transfer in its books. However, as the NCDs are compulsory issued in demat mode, this may not be applicable. Trustees The Company has appointed, AXIS Trustee Services Limited as Debenture Trustees registered with SEBI, for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorized the Trustees or any of their Agents or authorized officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Memorandum of Private Placement. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s). The Trustees will protect the interest of the Debenture holders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company. The major events of default which happen and continue without being remedied for a period of 30 days after the dates on which the monies specified in (i) and (ii) below become due and will necessitate repayment before stated maturity are as follows:

(i) Default in payment of monies due in respect of interest/principal owing upon the Debentures;

(ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees.

Other events of default are:

a. Default is committed in the performance or observance of any covenant, condition or provision contained in these presents and/or the financial Covenants and Conditions (other than the obligation to pay principal and interest) and, except where the Trustees certify that such default is in their opinion incapable of remedy (in which case no notice shall be required), such default continues for 30 days after written notice has been given thereof by the Trustees to the Company requiring the same to be remedied.

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b. Any information given by the company in its applications to the Debenture holders, in the reports and other information furnished by the Company and the warranties given/deemed to have been given by it to the Debenture holders/trustees is misleading or incorrect in any material respect.

c. The Company is unable to or has admitted in writing its inability to pay its debt as they mature.

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

e. The Company ceases to carry on its business. Events of Default If so required in writing by the holders of not less than 25 per cent. in principal amount of the NCDs then outstanding or if so directed by an Extraordinary Resolution shall (subject to being indemnified and/or secured by the NCD holders to its satisfaction), give notice to the Issuer that the NCDs are, and they shall accordingly thereby become, due and repayable at their Early Redemption Amount if any of the events listed below (each, an “Event of Default”) has occurred.

Each of the following events shall be an Event of Default:

1. Default is made in any payment of the principal or payment in respect of the NCDs or any of them when due. In case of default in redemption when due, the Issuer shall be liable to pay additional interest at 2% cent per annum;

2. Default is made in any payment of any interest or principal in respect of the NCDs or any of them when due and such failure continues for a period of 90 days. In case of default in payment of interest when due, the Issuer shall be liable to pay additional interest at 2% over and above the yield to maturity rate per annum.

3. The Issuer fails to create the security as identified in the Debenture Trust Deed within a period of 180 days after allotment or within the extended time, if any given by the investors for creation of the security. In case of default in creation of security, the Issuer shall be liable to pay penal interest at the rate of 1% from the date of allotment till the date of creation of the security. If the company fails to create the security even after the end of extended period, if any given and the investors decides to re-call the investment/NCD along with all outstanding, the company shall redeem the debentures of such investor within 30 days from the date of receipt of notice.

4. The Issuer does not perform or comply with one or more of its other obligations in relation to the NCDs or the Debenture Trust Deed which default is incapable of remedy or, if in the opinion of the Debenture Trustee capable of remedy, is not remedied within 15 days after written notice of such default shall have been given to the Issuer by the Debenture Trustee;

5. the Issuer is (or is deemed by law or a court to be) insolvent or bankrupt or unable to pay (in the opinion of the Debenture Trustee) a material part of its debts, or stops, suspends or threatens to stop or suspend payment of all or (in the opinion of the Debenture Trustee) a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all or (in the opinion of the Debenture Trustee) a material part of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer;

6. a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer and is not discharged or stayed within 45 days;

7. an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Issuer, or the Issuer ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, re-organisation, merger or consolidation on terms approved by an Extraordinary Resolution of the NCD holders;

8. an encumbrancer takes possession or an administrative or other receiver or an administrator is appointed of the whole or (in the opinion of the Trustee) any substantial part of the property, assets or revenues of the Issuer (as the case may be) and is not discharged within 60 days;

9. the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or

Disclosure Document

similar official) for any or a substantial part of its property or take any action towards its reorganisation, liquidation or dissolution;

10. it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the NCDs or the Debenture Trust Deed;

11. any step is taken by governmental authority or agency or any other competent authority, with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or (in the opinion of the Trustee) a material part of the assets of the Issuer which is material to the Issuer;

12. any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs.

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 Issuer shall, forthwith give notice thereof to the Debenture Trustee in writing specifying the nature of such event of default or of such event. The security created in favour of the Debenture Trustee under the Debenture Trust Deed shall become enforceable by the Debenture Trustee upon the occurrence of an Event of Default.

Disclosure Document

Rights, Powers and Discretion of the Trustees 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 neither of anything contained in this Agreement nor of any statute limiting the liability of the Trustees, it is expressly stated as follows:

1. The Trustees shall not be bound to give notice to any person of the execution hereof or to see to the performance or observance of any of the obligations hereby imposed on the Company or in any way to interfere with the conduct of the Company’s business unless and until the rights under the Debentures shall have become enforceable and the Trustees shall have determined to enforce the same;

2. Save as herein otherwise expressly provided the Trustees shall, as regards all trusts, powers, authorities and discretions, have absolute and uncontrolled discretion as to the exercise thereof and to the mode and time of exercise thereof and in the absence of fraud shall not be responsible for any loss, costs, charges, expenses or inconvenience that may result from the exercise or non- exercise thereof and in particular they shall not be bound to act at the request or direction of the Debenture holders under any provisions of these presents unless sufficient monies shall have been provided or provision to the satisfaction of the Trustees made for providing the same and the Trustees are indemnified to their satisfaction against all further costs, charges, expenses and liability which may be incurred in complying with such request or direction;

3. With a view to facilitate any dealing under any provision 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;

4. The Trustees shall not be responsible for the monies paid by applicants for the Debentures;

5. The Trustees shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debenture holders in respect whereof minutes have been made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Debenture holders;

6. 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 (whether or not the same shall relate wholly or partially to the acts or proceedings of the Trustees) shall be conclusive and binding upon all persons interested hereunder;

7. The Trustees shall not be liable for anything whatsoever except a breach of trust knowingly and intentionally committed by the Trustees;

8. The Trustees shall not be liable for any default, omission or delay in performing or exercising any of the powers or trusts herein expressed or contained or any of them or in enforcing the covenants herein contained or any of them or in giving notice to any person or persons of the execution hereof or in taking any other steps which may be necessary, expedient or desirable for any loss or injury which may be occasioned by reason thereof unless the Trustees shall have been previously requested by notice in writing to perform, exercise or do any of such steps as aforesaid by the holders representing not less than three-fourths of the nominal amount of the Debentures for the time being outstanding or by a Special Resolution duly passed at a meeting of the Debenture holders and the Trustees shall not be bound to perform, exercise or do any such acts, powers or things or to take any such steps unless and until sufficient monies shall have been provided or provision to the satisfaction of the Trustees made for providing the same by or on behalf of the Debenture holders or some of them in order to provide for any costs, charges and expenses which the Trustees may incur or may have to pay in connection with the same and the Trustees are indemnified to their satisfaction against all further costs, charges, expenses and liabilities which may be incurred in complying with such request. Provided Nevertheless that nothing contained in this clause shall exempt the Trustees from or indemnify them against any liability for breach of trust nor any liability which by virtue of any rule or law would otherwise attach to them in respect of any negligence, default or breach of trust which they may be guilty of in relation to their duties hereunder.

Disclosure Document

Rights of Debenture holders

a. The Debentures shall not, except as provided in the Act, confer upon the holders thereof any rights or privileges available to the members of the Company including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Company. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debenture holders for their consideration. In terms of Section 219(2) of the Act, holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to the Company.

b. The rights, privileges and conditions attached to the Debentures may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Debentures or with the sanction of Special Resolution passed at a meeting of the concerned Debenture holders, provided that nothing in such consent or resolution shall be operative against the Company, where such consent or resolution modifies or varies the terms and conditions governing the Debentures, if the same are not acceptable to the Company .

c. The registered Debenture holder or in case of joint-holders, the one whose name stands first in the Register of Debenture holders shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debenture holders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of Debentures held by him/her on every resolution placed before such meeting of the Debenture holders. The quorum for such meetings shall be at least five Debenture holders present in person.

d. The Debentures are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles, the terms of this Prospectus and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/Letters of Allotment/Debenture Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Debentures.

e. Save as otherwise provided in this Prospectus, the provisions contained in Annexure C and/or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Debenture holders, in relation to matters not otherwise provided for in terms of the Issue of the Debentures.

f. A register of Debenture holders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debenture holders.

g. The Debenture holders will be entitled to their Debentures free from equities and/or cross claims by the Company against the original or any intermediate holders thereof.

h. Debentures can be rolled over only with the positive consent of the Debenture holders Bondholder not a Shareholder The bondholders will not be entitled to any of the rights and privileges available to the shareholders. If, however, any resolution affecting the rights attached to the Debentures is placed before the members of the Bank, such resolution will first be placed before the bondholders for their consideration. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures 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 Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

Disclosure Document

Debenture Redemption Reserve (DRR) As per the circular no 6/3/2002-CL.V dated 18.04.2002 issued by Government of India with respect to creation of Debenture Redemption Reserves, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debenture issued through private placement route. In terms of extant provisions of the Companies Act , 1956 the company is required to create a Debenture Redemption Reserves out of profits , if any , earned by the company. The company shall create a Debenture Redemption Reserves (‘DRR’) and credit to the DRR such amounts as applicable under the provisions of Section 117 C of the Companies Act 1956 (as amended from time to time) or any other relevant statute (s), as applicable.

Disclosure Document

Undertaking by the Company The Issuer Company undertakes that:

a) Undertaking regarding RBI/ECGC Defaulters List We undertake that none of the Directors / Promoters of the Company are appearing on RBI /ECGC defaulters

list. b) Default in Payment In case of default in payment of Interest and/or principal redemption on the due dates, additional interest @

2% p.a. over the coupon rate will be payable by the Company for the defaulting period c) Security Time Limit for Creation of Security Subject to compliance to the Companies Act, 1956, the issuer would endeavor to create the security as

mentioned in the Security Clause of this Draft Disclosure document in favour of the Trustees within 180 days from the date of allotment. A penal interest of 2 % will be charged from the date of allotment till the date of security creation, if the company fails to create security within the stipulated time. Further if the company fails to create the security after the extended time if any given by the investors, then the investor reserves the right to re-call the investment alone with all outstanding.

d) It will be the issuer’s responsibility to obtain consent of the prior charge-holders, if any, for creation of security within the stipulated period.

e) The complaints received in respect of the Issue shall be attended to by the Company expeditiously and satisfactorily;

f) It shall take all steps for completion of formalities for listing and commencement of trading at the concerned stock exchange where securities are to be listed within specified time frame;

g) Necessary co-operation to the credit rating agencies shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

h) It shall use a common form of transfer for the instrument. XVI. DISCOUNT ON THE OFFER PRICE The debentures are being issued at the face value and not at discount to offer price.

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XVII. DEBT EQUITY RATIO (Rs. In Crs)

Pre-Offer latest audited as on 31st March, 2011

Post offer based on last audited

As on 31st March, 2011 Secured Term Loans 290.49 290.49 Secured Non- Convertible Debentures 125.00 125.00 ECB 51.91 51.91 Current issue 100.00 Total Long term Debts 467.40 567.40 Shareholder Funds: Equity Share Capital 31.76 31.76 Reserves 527.37 527.37 Total Net worth 559.13 559.13 Long term Debt / Equity Ratio 0.83 1.01

XVIII. SERVICING BEHAVIOUR OF THE EXISTING DEBTS The Company is discharging all its liabilities in time and would continue doing so in future as well. The Company has been paying regular interest and on redemption repaying the Bank. XIX. PERMISSION AND CONSENT FROM THE CREDITORS The trustee shall in future provide consent to create pari-passu charge subject to the issuer Company complying with the requisite terms of the Debentures issued .

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XX. NAME OF DEBENTURE TRUSTEE The Company has appointed AXIS Trustees Services Ltd a SEBI approved Trust Management Company as the agent and trustees for and on behalf of the Debenture holders. The address and contact details of the Trustees are as under:

AXIS Trustees Services Ltd Axis House, 2nd Floor, Bombay Dyeing Mills Compound

,Pandurang Budhkar Marg, Worli Mumbai – 400 025

Tel : 022 2425 2525/ 4325 2525 Website : www.axistrustee.com

Contact Person: Mr. Neelesh Baheti Email Id : Neelesh.baheti@axistrustee.com

XXI. RATING RATIONALE ADOPTED BY RATING AGENCIES Credit Analysis & Research Ltd (“CARE”) has assigned a ‘CARE A’ (pronounced as A) rating for an amount of Rs.100 crores to the present Non Convertible Debentures issued by the Company vide its letter dated September 5, 2011. Instruments with this rating are considered to have adequate credit quality for timely servicing of debt obligations. Such instruments carry low credit risk. A copy of rating letter from CARE is enclosed elsewhere in this Disclosure Document. Other than the credit rating mentioned hereinabove, the company has not sought any other credit rating from any other credit rating agency (ies) for the Bonds offered for subscription under the terms of this Disclosure Document. The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc. XXII. LISTING OF DEBENTURES

The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the Whole Sale Debt Market Segment of the Bombay Stock Exchange (BSE)

Disclosure Document

XXIII. TERM SHEET

Issuer Godawari Power & Ispat Limited

Issue Size Upto Rs.100.00 Crores including a green shoe option

Object of the Issue The current borrowing program will be used to augment the medium and long term resources of the Company.

Instrument Private Placement of Secured, Redeemable, Non Convertible, Taxable Debentures

Security Parri-passu First charge on fixed Assets of the Company with a minimum cover of 1.25 times to be maintained during the tenure of NCD

Security Creation

Security to be created within 180 days from the date of allotment. A penal interest of 2% will be charged from date of allotment till the date of security creation, if the Company fails to create the security within the stipulated time. Further if the company fails to create the security after the extended time if any, the investors reserves the right to re-call the investment along with all outstanding. The additional penal interest in case of default in security creation in time, shall be payable monthly and for the broken period on which the security is created.

Credit Rating “CARE A” by CARE In case of downgrade in external credit rating the investor reserves the right to recall i.e seek premature redemption or ask for additional security or increase the Coupon.

Face Value/Issue Price Each Debenture shall have face value of Rs. 10 Lakhs

Minimum Application Size 1 Debenture and in multiples of 1 debenture thereafter

Coupon As per termsheet

*Coupon Payment As per termsheet

Default Interest In case of default in payment of interest and/or principal redemption on the due dates, additional interest @ 2% over the documented rate will be payable by the company.

Tenure As per termsheet

Put & Call option As per termsheet

Redemption As per termsheet

Premature redemption in case of default

In case the company defaults in complying with the conditions of the sanction, the NCD Holder(s) shall upon issuing a notice to the Company have a right to recall / redeem the outstanding NCDs. The said NCDs redeemed pursuant to default shall carry a penal interest of 2% over and above the document rate during the defaulting period.

Form of issuance Only in Dematerialized form

Disclosure Document

Issue Opens on As per Termsheet Issue Closes on As per Termsheet Deemed Date of Allotment As per Termsheet

Computation of Interest Interest payable on the Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be i.e on Actual/Actual basis.

*Interest on application money

At the respective coupon rate (subject to deduction of tax of source, as applicable) from the date of realization of cheque(s) / demand draft(s) up to one day prior to the Deemed Date of Allotment.

Listing

The debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Limited (BSE).

If the company fails to get the NCD listed within 3 (three ) month from the date of allotment or if the NCD’s gets delisted for a continuous period of 2 months then the issuer at the option of the NCD holder shall

• Either buyback the NCD within 1 month Or

• Shall pay an additional interest of 2% over and above the coupon rate for such period.

Trustee Axis Trustee Services Limited

Holiday Convention

If any of the interest or principal payment dates is a holiday in West Bengal , interest will be payable on the next succeeding business day in West Bengal and shall be the interest / principal payment date.

Such payment on the next working day would not constitute non-payment on due date.

Settlement Payment of interest and principal will be made by way of Cheques / DD’s / Electronic mode.

Record Date The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date.

Depository National Securities Depository Ltd. and Central Depository Services (India) Ltd. (NSDL / CDSL)

Disclosure Document

XXIV. ANNEXURES A) Credit Rating Letter from CARE

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Disclosure Document

B) Consent Letter From Axis Trustee Services Limited

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XXV. DECLARATION It is hereby declared that this Disclosure Document contains full disclosures 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. The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in 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 statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information would be doing so at his own risk. Signed by Mr Dinesh Gandhi (Director Finance) pursuant to the authority granted by the resolution of the Board of Directors of the Company in their meeting held on 6th August 2011. For Godawari Power & Ispat Limited Mr Dinesh Gandhi (Director - Finance) Date: 6th September, 2011