SHELF DISCLOSURE DOCUMENT · Rs.250.00 Crores to be issued by Reliance Power Limited Issuer Reliance Power Limited Issue Issue of Rated, Listed, Unsecured, Redeemable, Non-Convertible

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Private & Confidential – Not for Circulation (This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008) as amended and SEBI (Issue and Listing of Debt Securities) Regulations, Amendments, 2012 issued vide circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, Securities and Exchange Board of India circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 and as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LADNRO/GN/2013-14/43/207 dated January 31, 2014

SHELF DISCLOSURE DOCUMENT

RELIANCE POWER LIMITED

Registered Office: H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710 CIN: L40101MH1995PLC084687 Tel: +91 22 33033358; Fax: +91 22 33033362; Website:

www.reliancepower.co.in; Contact Person: Ramaswami Kalidas, Company Secretary and Compliance Officer;

E-mail: [email protected] SHELF DISCLOSURE DOCUMENT UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AND THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012

ISSUE: Shelf Disclosure Document for Private Placement of 2500 - Series I (2016) 10.20% Rated Unsecured Redeemable Non-Convertible Debentures (NCDs or Debentures) of Rs. 10 lakh each for cash at par aggregating to Rs.250.00 Crores (Rupees Two Hundred Fifty Crores Only). GENERAL RISKS: Investors are advised to read the Risk Factors in the Credit Rating carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the Issue and the Shelf Disclosure Document including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Shelf Disclosure Document. CREDIT RATING: Rating as referred to for Rs. 1000 Crores in the term sheet. The Debentures proposed to be issued by the Issuer has been rated by ICRA Ratings (“ICRA/ Rating Agency”). The Rating Agency has vide its letter dated June 24, 2016 assigned a rating of ‘ICRA A1’ in respect of the Debentures (with maturity of less than 1 year). 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 rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to revise and/or suspend and / or withdraw the rating at any time on the basis of new information etc. ISSUER’S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Shelf 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 Shelf Disclosure Document is true and correct in all

Shelf Disclosure Document

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. LISTING: The Debentures are proposed to be listed on the Debt Segment of BSE Limited only. SOLE ARRANGER

Axis Bank Limited

8th Floor Axis House, Bombay

Dyeing Mills Compound,

Pandurang Budhkar Marg, Worli

Mumbai 400 025

Tel No.: (022) 24252869

Fax No.: (022) 24253800

REGISTRAR TO THE ISSUE

Karvy Computershare Private. Limited

Karvy Selenium, Tower B, Plot No. 31 & 32, Survey No. 116/22, 115/24, 115/25, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad 500032 Tel: 91-40-67162222 Fax: 91-40-67161791 www.karvy.com

DEBENTURE TRUSTEES

IDBI Trusteeship Services Limited Asian Building, Ground Floor,

17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001 Tel: 91 022 4080 7001 Fax: 91 022 66311776

www.idbitrustee.co.in

Issue Opens on July 11, 2016

Issue Closure & Pay in Date July 11, 2016

Allotment Date July 11, 2016

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 and SEBI (Issue & Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 (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.


DEFINITIONS AND ABBREVIATIONS

Company / Issuer / We/ Us / Rpower

Reliance Power Limited having its Registered Office at Block H, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710.

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

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

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

Articles Articles of Association of the Company Board Board of Directors of the Company or a Committee thereof Credit Rating Agency/ Credit Rating Agencies

CARE Limited / ICRA/ Brickwork Ratings Pvt. Ltd/ CRISIL Limited / India Ratings & Research or any other Rating Agency, appointed from time to time

Coupon Payment Date Date of payment of interest on the Debentures

Date of Allotment The date on which Allotment for the Issue is made, which shall be deemed date of Allotment

Debentures/ NCDs/Bonds/Debt Securities

Series I (2016) - 2,500-10.20% Rated Unsecured Redeemable Non-Convertible Debenture(s) of face value of Rs.10.00 lakh each for cash at par aggregating to Rs. 250.00 Crores to be issued by Reliance Power Limited.

Debenture Holder(s) The investors who are allotted Debentures

Debenture Trustee Trustee for the Debenture holders, in this case being IDBI Trusteeship Services Limited

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

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


Shelf Disclosure Document dated July 07, 2016 for Private Placement of 2,500 –Series I (2016) 10.20% Rated Unsecured Redeemable Non Convertible Debentures of face value of Rs.10,00,000/- each for cash at par aggregating to Rs.250.00 Crores to be issued by Reliance Power Limited

Issuer Reliance Power Limited

Issue Issue of Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures on a Private Placement basis in one or more tranches at the Issuer’s sole discretion.

ISIN International Securities Identification Number Memorandum / MoA Memorandum of Association of the Company

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.

Registrar/Registrar to the Issue Registrar to the Issue, in this case being Karvy Computershare Private Limited

ROC The Registrar of Companies, Maharashtra at Mumbai RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI RBI The Reserve Bank of India


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/ Guidelines

The Securities and Exchange Board of India (Issue & Listing of Debt Securities) Regulations, 2008 dated June 6, 2008 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 dated October 12, 2012. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, Securities and Exchange Board of India circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 and as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide circular no. LADNRO/GN/2013-14/43/207 dated January 31, 2014)

Stock Exchanges BSE Limited (“BSE”)

The Act The Companies Act, 2013 (as amended from time to time) Rules Rules under the Companies Act, 2013 (as amended from time to time)


TABLE OF CONTENTS

Contents DISCLAIMER ............................................................................................................................................... 6

A) ISSUER INFORMATION .................................................................................................................. 10

B) BRIEF SUMMARY OF THE BUSINESS / ACTIVITIES OF THE ISSUER AND ITS LINE OF

BUSINESS ................................................................................................................................................... 11

C) BRIEF HISTORY OF THE COMPANY SINCE INCORPORATION ................................................... 18

D) DETAILS OF SHAREHOLDING OF THE COMPANY AS ON LATEST QUARTER END: ................. 19

E) DETAILS REGARDING THE DIRECTORS OF THE COMPANY ..................................................... 21

F) DETAILS REGARDING THE AUDITORS OF THE COMPANY ........................................................ 22

G) DETAIL OF BORROWING OF THE COMPANY .............................................................................. 23

H) DETAILS OF PROMOTERS OF THE COMPANY ............................................................................. 25

I) ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND

STANDALONE FINANCIAL INFORMATION (SUCH AS STATEMENT OF PROFIT & LOSS, BALANCE

SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR

QUALIFICATIONS, IF ANY ....................................................................................................................... 25

J) ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE

FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE

ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE

RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE

INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES .................. 25

K) NAME OF THE DEBENTURE TRUSTEE .......................................................................................... 26

L) CONSENT LETTER FROM THE TRUSTEE ..................................................................................... 26

M) CREDIT RATING AND RATING RATIONALE ADOPTED BY RATING AGENCIES ....................... 26

N) DETAILS/COPY OF GUARANTEE LETTER OR LETTER OF COMFORT OR ANY OTHER

DOCUMENT / LETTER WITH SIMILAR INTENT, IF ANY........................................................................ 26

O) NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE

PROPOSED TO BE LISTED ........................................................................................................................ 27

P) OTHER DETAILS ............................................................................................................................. 27

ANNEXURE 1 .............................................................................................................................................. 41

ANNEXURE 2 .............................................................................................................................................. 42

ANNEXURE 3 .............................................................................................................................................. 43


DISCLAIMER This Shelf Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue & Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 6, 2008 and SEBI (Issue & Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 (referred in this document as “SEBI Guidelines”). This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Reliance Power Limited (the “Issuer”/ the “Company”). The document is for the exclusive use of the Institutions to whom it is delivered and it should not be circulated or distributed to third party(ies). The Company certifies that the disclosures made in this document are generally adequate and are in conformity with the captioned SEBI Guidelines. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. The Issue of Debentures, proposed to be listed on the Wholesale Debt Market Segment of the BSE Limited (“BSE”), is being made strictly on a private placement basis. The issue pursuant to this Shelf Disclosure Document is not intended to be circulated to more than 199 (One Hundred and Ninety Nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. No offer or an invitation to an offer is being made to any persons, other than to those to whom an Application Form along with this Shelf Disclosure Document has been sent. The person to whom a copy of the Shelf Disclosure Document is addressed is alone entitled to apply for the Debentures. Any application by a person to whom the Shelf Disclosure Document, and the Application Form have not been sent by the Company shall be rejected without assigning any reason. The person who is in receipt of this Shelf Disclosure Document shall maintain utmost confidentiality regarding the contents of this Shelf Disclosure Document and shall not reproduce or distribute in whole or in part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Notwithstanding the foregoing, a Debenture Holder may provide this Shelf Disclosure Document to a potential investor for the sole purpose of transferring the Debentures. Apart from the Shelf Disclosure Document, no offer document or prospectus has been prepared in connection with this Issue and no prospectus in relation to the Issuer or the Debentures relating to this offer has been delivered for registration nor is such a document required to be registered under the applicable laws. This Shelf Disclosure Document is issued by the Company and has been prepared by the Company to provide general information on the Company to potential investors to whom it is addressed and who are eligible and willing to subscribe to the Debentures and does not purport to contain all the information a potential investor may require. Where this Shelf Disclosure Document summarizes the provisions of any other document, that summary should not be solely relied upon and the relevant document should be referred to for the full effect of the provisions. Neither this Shelf Disclosure Document, nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation. Any recipient of this Shelf Disclosure Document should not consider such receipt a recommendation to purchase the Debentures. Each potential investor contemplating the purchase of any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own legal, regulatory, tax, financial, accounting, and/or other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such potential investor's particular circumstances.


This Shelf Disclosure Document shall not be considered as a recommendation to purchase the Debentures and recipients are urged to determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness, adequacy or otherwise the relevance of information contained in this Shelf Disclosure Document. The recipients are required to make their own independent valuation and judgement of the Company and the Debentures. It is the responsibility of potential investors to ensure that if they sell/ transfer these Debentures, they shall do so in strict accordance with this Shelf Disclosure Document and other applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act. The potential investors should also consult their own tax advisors on the tax implications relating to acquisition, ownership, sale or redemption of the Debentures and in respect of income arising thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the Debentures. The Company or any of its directors, employees, advisors, affiliates, subsidiaries or representatives do not accept any responsibility and/ or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information. DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA This Shelf Disclosure Document has not been filed with Securities and Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures being made on private placement basis, filing of this document is not required with SEBI; however SEBI reserves the right to take up at any point of time, with the Issuer Company, any irregularities or lapses in this document. DISCLAIMER OF THE ISSUER The Issuer confirms that to the best of its knowledge and belief (and it has taken all reasonable care to ensure that such is the case) the information contained in this Shelf Disclosure Document is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Issuer Company has made available in this Shelf Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. The Issuer Company accepts no responsibility for statements made otherwise than in this Shelf Disclosure Document or any other material issued by or at the instance of the Issuer Company and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Shelf Disclosure Document has been submitted to the BSE Limited (BSE) (hereinafter referred to as “Stock Exchange”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Stock Exchange; nor do they take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.


DISCLAIMER IN RESPECT OF JURISDICTION The private placement of Bonds is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorized under constitution/ rules/ byelaws to hold bonds in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Disclosure document does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Document comes is required to inform about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the courts at Mumbai. All information considered adequate and relevant about the Issuer has been made available in this Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. DISCLAIMER CLAUSE OF THE SOLE ARRANGER

The Issuer is solely responsible for the truth, accuracy and completeness of all the information provided in this Information Memorandum. Neither is the Sole Arranger responsible for preparing, clearing, approving, scrutinizing or vetting this Information Memorandum, nor is the Sole Arranger responsible for doing any due diligence for verification of the truth, correctness or completeness of the contents of this Information Memorandum. The Sole Arranger shall be entitled to rely on the truth, correctness and completeness of this Information Memorandum. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Sole Arranger should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, scrutinized or vetted by the Sole Arranger. Nor should the contents of this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Sole Arranger as to the truth, correctness or completeness thereof. Each recipient must satisfy itself as to the accuracy, reliability, adequacy, reasonableness or completeness of the Information Memorandum. The Sole Arranger has not conducted any due diligence review on behalf or for the benefit of the Debenture Trustee or any of the Debenture Holder. Each of the Debenture Holder should conduct such due diligence on the Issuer and the Debentures, as it deems appropriate and make its own independent assessment thereof. Distribution of this Information Memorandum does not constitute a representation or warranty, express or implied by the Sole Arranger that the information and opinions herein will be updated at any time after the date of this Information Memorandum. The Sole Arranger does not undertake to notify any recipient of any information coming to the attention of the Sole Arranger after the date of this Information Memorandum. No responsibility or liability or duty of care is or will be accepted by the Sole Arranger for updating or supplementing this Information Memorandum nor for providing access to any additional information as further information becomes available. Neither the Sole Arranger nor any of their respective directors, employees, officers or agents shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Information Memorandum or in any other information or communications made in connection with the Debentures. The Sole Arranger is acting for the Company in relation to the Issue of the Debentures and not on behalf of the recipients of this Information Memorandum. The receipt of this Information Memorandum by any recipient is not to be constituted as the giving of investment advice by the Sole Arranger to that recipient, nor to constitute such a recipient a customer of the Sole Arranger. The Sole


Arranger is not responsible to any other person for providing the protection afforded to the customers of the Sole Arranger or for providing advice in relation to the Debentures. Each recipient of this Information Memorandum acknowledges that: a) each recipient has been afforded an opportunity to request and to review and has received all

additional information considered by the recipient to be necessary to verify the accuracy of or to supplement the information contained herein; and

b) such recipient has not relied on the Sole Arranger in connection with its investigation of the accuracy of such information or its investment decision.


a) ISSUER INFORMATION Sr. No.

Particulars Details

1. Registered Office of the Issuer

Reliance Power Limited H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai - 400 710

2. Corporate office of the Issuer

Reliance Power Limited, Reliance Center Santacruz, 3rd Floor, South Wing, Plot No. 91/94, Near Prabhat Colony, Off Western Express Highway, Santacruz (E) – 400055.

3. Compliance Officer of the Issuer

Ramaswami Kalidas Reliance Power Limited, Reliance Center Santacruz, 3rd Floor, South Wing, Plot No. 91/94, Near Prabhat Colony, Off Western Express Highway, Santacruz (E) – 400055.

4. Chief Finance Officer (CFO) of the Issuer

Ashutosh Agarwala Reliance Power Limited, Reliance Center Santacruz, 3rd Floor, South Wing, Plot No. 91/94, Near Prabhat Colony, Off. Western Express Highway, Santacruz (E), Mumbai – 400055.

5. Arrangers, if any, of the instrument

Axis Bank Limited, 8th Floor Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai 400 025 Tel No.: (022) 24252869 Fax No.: (022) 24253800 Email: [email protected]

6. Trustee to the Issue IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001

7. Registrar to the Issue

Karvy Computershare Private Limited Karvy Selenium, Tower B, Plot No. 31 & 32, Survey No. 116/22, 115/24, 115/25, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad 500032 Tel: 91-40-67162222 Fax: 91-40-67161791 www.karvy.com

8. Credit Rating Agency (ies) of the Issue

ICRA

9. Auditor(s) of the Issuer

M/s Chaturvedi & Shah M/s Price Waterhouse 912-913, Tulsiani Chambers 252 Veer Savarkar Marg 212, Nariman Point, Shivaji Park, Dadar, Mumbai Mumbai – 400021 400028


b) BRIEF SUMMARY OF THE BUSINESS / ACTIVITIES OF THE ISSUER AND ITS LINE

OF BUSINESS

i. Overview

History of the Issuer

The Issuer was incorporated on January 17, 1995, at Mumbai under the Companies Act, 1956 as Bawana Power Private Limited to carry on all or any of the business of producers, manufacturers, generators, suppliers, distributors, transformers, converters, transmitters, processors, developers, stores, procurers, carriers and dealers in electricity, all form of energy and any such products and by-products derived from such business including without limitation, steam, fuels, ash, conversion of ash into bricks and any product derived from or connected with any other form of energy, including, without limitation to conventional sources such as heat, thermal, hydel and/or from non-conventional sources such as tidal wave, wind, solar, geothermal, biological, biogas and CBM.

Changes in Name

Dates Events relating to change of name

January 17, 1995 Incorporated as Bawana Power Private Limited

February 1, 1995 Name changed to Reliance Delhi Power Private Limited by a special resolution of the members passed at the EGM

January 23, 2004 Name changed to Reliance EGen Private Limited by a special resolution of the members passed at the EGM

March 5, 2004 Name changed to Reliance Energy Generation Private Limited by a special resolution of the members passed at the EGM

March 19, 2004 Name changed to Reliance Energy Generation Limited following the change of status from a private to a public company by a special resolution of the members passed at the EGM

July 4, 2007 Name changed to Reliance Power Limited by a special resolution of the members passed at an EGM

The aforesaid changes were made in the name to reflect the changing nature of the business or the constitution of the company and/or to clearly reflect the nature of the business.

Business of the Issuer

Reliance Power, the flagship company of Reliance Group, has been established to develop, construct and operate various medium and large-sized power projects, either directly/through the Special Purpose Vehicles. Reliance Power is one of the leading power project development companies in India, with current operational capacity of 5,945 MW. Company also envisages for development of Solar PV projects across the country in upcoming years. Further the Company has also signed MoU with Government of Rajasthan to develop 6000 MW of Solar Power projects. Company has also entered into an MOU with the Government of Bangladesh to develop 3000 MW of gas based Power projects. The current operational capacity of 5945 MW consists of 1200 MW at Rosa, Shahjahanpur in Uttar Pradesh, 40 MW of Solar Photo Voltaic PV project at Dhursar, Rajasthan, 45 MW of Wind at Vaspeth in Maharashtra, 600 MW at Butibori, Nagpur in Maharashtra, 100 MW of Solar


Concentrated Solar Power (CSP) at Pokhran Rajasthan and 3960 MW UMPP at Sasan in Madhya Pradesh.

The proposed power projects are diverse in terms of geographical location, fuel type, fuel source & off-take arrangement and each project is planned to be strategically located in close proximity to the source of fuel or load centre with a focus on environmentally friendly technology. The power generated is sold under a combination of Power Purchase Agreements to Government owned/private distribution companies and Industrial consumers.

Strengths

Demonstrated performance of operating power projects The operating power projects of the company have demonstrated excellent operating performance. The 1,200 MW Rosa Power Project has set new benchmarks in operational performance and efficiency in different operational parameters. The 600 MW Butibori power plant has also been fully commissioned and is performing since April 2014. The 3960 MW Sasan Ultra Mega Power Project (UMPP) has been fully commissioned in March 2015 and is now fully operational. The 20 MTPA Coal mine for Sasan UMPP is also operational.

Fuel Access Security

One of the key variables in the power generation sector is the availability of an adequate quantity of cost efficient fuel through the lifetime of a power plant. The entire operating capacity of 5,945 MW is secured in terms of fuel tie-up.70% of the operating capacity has got captive fuel or is based on renewable energy source which do not have fuel risk. The balance 30% has coal linkage and is backed by a off-take agreement which allows cost of fuel as pass-through which protects these projects in case of any difficulty in supply of coal from linkages.

Low Cost of Power Generation The Company benefits from a multiple approach to maintain a low cost of power generation. In addition to economies of scale and security of fuel, the other elements of this approach are close proximity to Fuel sources, strategically located power projects, low cost of debt financing, etc.

Long-term Power Off-take Arrangements Providing Stable Revenue Base with Growth Upside

The Company has entered into long-term PPAs for all of its operating power projects to minimise the risks of electricity price fluctuation and to provide stable revenue streams for its business. For Rosa, Butibori, Vashpet and Solar PV power projects, the company has entered into off-take arrangements with regulated pricing contracts. The company has also entered into off-take arrangements with tariffs arrived at through Case 1 bidding for Solar CSP power projects, and Case 2 bidding for Sasan UMPP. The long-term PPAs provide the company with secured cash flows and consistent revenue.

Reliance Group’s Brand, Experience and Position in the Indian Power Sector. The Reliance Group is a diversified business group with a strong reputation in India and overseas. The Reliance Group is headed by Mr. Anil Dhirubhai Ambani, one of India’s leading entrepreneurs. He is a member of the Wharton Board of Overseers, Wharton School, USA, Member of Warwick Business School, UK, one of the founders of Indian School of Business – Hyderabad. Mr. Ambani has received several recognitions and honours such as one of the ‘Most Powerful and Influential Person’ in annual power list of India Today magazine, ranked 4th amongst India’s top 100 CEOs by Economic Times. The Reliance Group has a large presence in the Telecom, Power, Insurance, Mutual Fund, Finance, and Infrastructure sectors. R Power has and also expects to enter into other arrangements with its affiliates for the provision of key power-related services, as set out below:


Reliance Infra and its affiliates have significant experience in the development and operation of power projects and the distribution, transmission and trading of power in India. R Power expects to continue to draw on the expertise of Reliance Infra in providing EPC services for its power projects. Reliance Infra has carried out the EPC work for major Projects. The Company believes that their involvement in the development of its projects would help R Power better manage its project execution and shall enable it to achieve significant economies of scale.

Experienced Management Team with a Track Record of Project Execution R Power has been able to attract an experienced management team with a substantial experience in the Indian power sector in various capacities, including management, operations, engineering, finance, project development and operation, mining and legal. The management team has a track record of project execution, with Rosa, Butibori, Vashpet (Wind), Solar PV, Solar CSP and Sasan UMPP. The Company believes that the experience and talent its management team brings are critical to successful execution of its business plan.

Strategy

R Power’s key strategy in becoming India’s leading power generation company includes:

Focus on Cost Competitive Power Generation.

Company intends to focus on cost competitiveness by operating its power projects and coal mines in the most efficient manner. The Company believes that securing captive fuel sources protects the operations from aspects of the volatility in the market price of fuel, thus leveraging its operating efficiencies. R Power intends to continue to derive economies of scale from the number and size of its power projects, providing cost savings in EPC and boiler, turbine and generator (“BTG”) contracts, fuel, distribution, operation and maintenance arrangements. Further, to leverage economies of scale, the company continues to negotiate favorable financing for projects and power plants and continues to look for the most cost-effective sources of funding, domestically and internationally, to fund the development of its power projects.

Focus on renewable energy sources Company has already set up 185 MW of renewable energy power projects and has entered into MoU for setting up of another 6,000 MW of Solar Power capacities. Company would continue to focus on setting up renewable power projects. Key Projects On the basis of fuel used, the projects which are currently under operation / proposed are classified as follows: Coal-fired projects 5760 MW of coal based power projects located at (1200MW) Rosa Shahjahanpur Uttar Pradesh, (600 MW) Butibori in Maharashtra and (3960 MW) Sasan in Madhya Pradesh are currently in operation Hydroelectric projects R Power has a portfolio of around 12 hydro electric projects, with an aggregate capacity of 5292 MW. These projects are in the State of Uttarakhand, Himachal Pradesh and Arunachal Pradesh.


Solar Projects The company has implemented 100 MW of Solar CSP project under Jawaharlal Nehru National Solar Mission scheme and has an operational 40 MW Dhursar Solar Power PV project in Rajasthan. The company has signed a MoU with the Government of Rajasthan for setting up of up to 6,000 MW of solar power projects in the state. Wind Projects R Power has commissioned a 45 MW Wind Project at Vashpet, Sangli District, Maharashtra. Liquid fuel/ Gas-fired projects R Power was in the process of setting up a 2,400 MW combined cycle gas based power project at Samalkot adjacent to the existing 220 MW gas based plant of Reliance Infrastructure Limited in East Godavari Dist, Andhra Pradesh. However, in view of the constraints in the availability of gas within India, the company has recently entered into a MoU with Bangladesh Power Development Board setting up of a 3,000 MW gas based power project in Bangladesh. Coal-fired projects

Rosa Power Rosa Power Supply Company Limited (“RPSCL”), a wholly owned subsidiary of Reliance Power Ltd, is operating a 1200 MW (4 x 300 MW) Coal based Thermal Power Plant as an Independent Power Producer (IPP) at Rosa, Shahjahanpur, district in Uttar Pradesh. The Project was implemented in two phases comprising of installed capacity of 600 MW (2 x 300 MW) each. First phase (Phase I) started commercial operation in June 2010 with first and second unit getting commissioned in March 2010 and June 2010 respectively. Second phase (Phase II) commenced commercial operation in March 2012 with third and fourth unit getting commissioned in January 2012 and March 2012 respectively. Financial Closure for this project has already been achieved. The Company has entered into long term Power Purchase Agreement (PPA) with Uttar Pradesh Power Corporation Limited (UPPCL) for sale of entire 1200 MW capacity on pass through mechanism. Rosa Power is a profit making entity and In FY 2016, RPSCL recorded revenue from operations of Rs. 3,724.05 crore and net profit after tax of Rs. 482.42 crore. Butibori Vidarbha Industries Power Limited (VIPL), a subsidiary of Reliance Power, is currently operating a 600 MW coal-fired power project located at Butibori Industrial Area, Nagpur, Maharashtra. The 600 MW project is a coal-fired power plant employing subcritical technology. The COD of Unit I has been achieved on April 04, 2013 and Project COD has been achieved on March 28, 2014.VIPL has received letters of assurance for coal linkage from WCL for E-grade coal for aggregating to 2.3448 mtpa for the project and has signed FSA for one unit. The signing of FSA for other unit is in progress and 25 years long term Power Purchase Agreement (PPA) with Reliance Infrastructure Limited Mumbai DISCOM for entire capacity of 600 MW has been executed under the due process and approval of Maharashtra Electricity Regulatory Commission (MERC) which provides for the recovery of cost with fixed return on equity of 15.50% to 16%. The supply of power under the same has commenced since April 01, 2014. Further, whether the coal is procured through linkage or from market or imported or through e-auction, the cost of the same is pass through and recoverable through Fuel Adjustment Charge as per the MERC Regulations. In FY 2016, VIPL has recorded revenue from operations of Rs. 2,081.73 crore and net profit after tax of Rs. 245.02 crore as against Revenue from operations of Rs. 2,053.29 crore with PAT of Rs. 180.04 crore in FY 2015.


Sasan

Sasan Power Limited (SPL) was incorporated on February 10, 2006. This Company was incorporated as a wholly-owned subsidiary of Power Finance Corporation (PFC) in order to Build, own, operate and maintain the 3,960 MW Sasan UMPP based on pit-head coal at Singrauli District in Madhya Pradesh; and invite international competitive bidding so as to award the Project to the successful bidder. It was transferred to R Power under the provisions of a Share Purchase Agreement executed on August 7, 2007 and it is a wholly owned subsidiary of RPower. SPL has developed the UMPP at Sasan in Singrauli District, Madhya Pradesh. The Sasan project is based on captive coal as the fuel is sourced from captive mines allotted to the project with annual capacity of 20 MTPA and has employed supercritical technology. The coal is being sourced from the captive Coal Blocks in Singrauli Coalfields, which have been allocated to the Company. All 6 Units of 660 MW each have been commissioned. PPA has been executed with 14 Procurers comprising 7 States i.e. Uttar Pradesh, Uttarakhand, Delhi, Rajasthan, Haryana, Punjab and Madhya Pradesh. In FY 2016, SPL has recorded revenue from operations of Rs. 4,811.26 crore and net profit after tax of Rs. 6 crore.

Krishnapatnam

Coastal Andhra Power Limited (CAPL) is developing the 3,960 MW coal-fired UMPP to be located near Krishnapatnam, Andhra Pradesh. However, the work on the project has been put on hold in view of certain force majeure events and the issue is sub-judice with different authorities and courts. Hydroelectric projects

Tato Tato Hydro Power Pvt Ltd (THPPL) is setting up a 700 MW run-of-the-river hydroelectric power project on the Siyom River in West Siang, Arunachal Pradesh. The project has received the Techno-economic clearance from the Central Electricity Authority (CEA). Other required approvals and clearances are being taken for commencement of work on the project.

Other Hydroelectric Power Projects The company also has plans to set up a number of other hydroelectric power projects in the state of Arunachal Pradesh, Himachal Pradesh and Uttarakhand. These projects are in various stages of development and approvals.

Solar Power Projects

Solar CSP

Rajasthan Sun Technique Energy Pvt. Ltd. (RSTEPL), a wholly owned subsidiary, has developed 100 MW Solar CSP Project at Dhursar Village, Jaisalmer District in Rajasthan. The Company has bagged this Project under the Jawaharlal Nehru National Solar Mission Scheme. The financial closure of this project has been achieved and project has been commissioned. The Company has signed PPA with NTPC Vidyut Vyapar Nigam (100% subsidiary of NTPC) for the entire capacity at 11.97 per Kwh for 25 years.

Solar PV Dhursar Solar Power Pvt. Ltd. has developed a 40 MW Solar PV Plant at Dhursar Village, Jaisalmer District in Rajasthan. The financial closure for this project has been achieved and the plant was commissioned on 28th March, 2012. The Company has signed a Long Term Power Purchase Agreement with Reliance Infrastructure Mumbai DISCOM at a Tariff of Rs 17.91 per kWh.


Other Solar Power Projects The Company also envisages for development of solar PV projects across the country in upcoming years. Further the Company has also signed MoU with Government of Rajasthan to develop 6000 MW of Solar Power projects.

Wind Project

Reliance Clean Power Pvt. Ltd. (currently merged with R Power) has set up a 45 MW Power Plant at Jath Sangli District, Maharashtra. The financial closure for this project has been achieved. The Project has achieved COD in June 2013. Power Purchase Agreement has been signed with Reliance Infrastructure Mumbai DISCOM at a tariff of Rs 5.81 per kWh approved by MERC. The project is also receiving generation based incentive of Rs. 0.50 per Kwh for each unit exported in to the grid. Liquid fuel/ Gas-fired projects

Samalkot Samalkot Power Ltd. (SAPL) a step down wholly-owned subsidiary of R Power is developing a 2,400 MW (ISO) gas-fired power project located at the Industrial Development Area in Peddapuram, Samalkot Mandal, East Godavari District, Andhra Pradesh, India. The Samalkot power project will consist of three modules of 800 MW each (each generating 754 MW under current site conditions) employ CCGT technology. However, in view of the constraints in the availability of gas within India, the company has recently entered into a MoU with Bangladesh Power Development Board setting up of a 3,000 MW gas based power project in Bangladesh.

ii. Corporate Structure Reliance Group a diversified conglomerate is amongst India’s largest business houses. Reliance Group has business interests in diverse areas such as telecommunications (Reliance Communications Limited (“RCOM”)), financial services (Reliance Capital Limited (“RCL”)), Reliance Mutual Fund (“RMF”), Reliance General Insurance (“RGI”)), entertainment (Reliance Media Works Limited (previously known as ADLabs Limited)), the generation and distribution of power and infrastructure projects (Reliance Infrastructure Limited (“RInfra”)) and power generation (Reliance Power Limited (“RPower” or Reliance Power).

The major listed companies in the group as at March 31, 2016 are Reliance Power Limited, Reliance Communications Limited, Reliance Infrastructure Limited and Reliance Capital Limited.

KEY OPERATIONAL AND FINANCIAL PARAMATERS – Reliance Power Limited Standalone financial highlights for the last three audited financial years are as under:

(Rs. crore) Parameters Upto latest FY 2015-16* FY 2014-15 FY 2013-14 Networth 16349.45 16981.16 16826.96 Total Debt -Short Term Borrowing 4086.61 3848.29 2285.4 -Current Maturities of LTB 17.74 16.72 1266.87 -Long Term Borrowing 820.82 631.47 211.35 Net Fixed Assets 314.46 322.11 408.41 Non Current Assets (excl. Fixed Assets) 17882.83 19405.76 17979.03


Cash and Cash Equivalents (A) 230.17 23.31 549.13 Current Investments (B) 10.04 - 31.61 Other Current Assets (C ) 2920.73 1843.3 1767.79 Other Current Liabilities (D) 97.78 131 1394.62 Net sales 85.38 136.2 91.69 EBITDA 583.28 237.95 192.05 EBIT 566.17 218.08 176.03 Interest 162.04 189.76 114.9 PAT 402.74 25.1 56.48 Dividend amounts - - - Current ratio ((A+B+C)/D) 32.33 14.25 1.68 Interest coverage ratio 3.49 1.15 1.67 Gross debt/equity ratio 0.30 0.26 0.22

Consolidated financial highlights for the last three audited financial years are as under:

(Rs. crore) Parameters Upto latest FY 2015-16* FY 2014-15 FY 2013-14 Networth 20907.73 20633.5 19469.93 Total Debt -Short Term Borrowing 2896.58 2560.17 1460.54 -Current Maturities of LTB 2184.9 2437.8 2328.48 -Long Term Borrowing 29159.38 28220.55 26253.51 Net Fixed Assets 49131.89 49164.29 46093.65 Non Current Assets (excl Fixed Assets) 3109.81 4711.25 3571.36 Cash and Cash Equivalents (A) 3157.59 1170.78 2641.12 Current Investments (B) 862.57 860.92 141.38 Other Current Assets (C ) 6741.55 6118.63 3573.44 Other Current Liabilities (D) 7741.26 7515.86 5286.6 Net sales 10658.58 6852.74 5174.75 EBIT 4142.06 2360.56 1923.21 Interest 2576.51 1074.2 684.4 PAT 1361.94 1028.32 1026.67 Dividend amounts - - Current ratio ((A+B+C)/D) 1.39 1.08 1.2 Interest coverage ratio 1.61 2.2 2.81 Gross debt/equity ratio 1.64 1.61 1.54

*(Accounts for FY 2015-16 are subject to adoption of members at the ensuing Annual General Meeting) Gross Debt: Equity Ratio of the Company:-

Before the issue of debt securities as on July 11, 2016 1.64

After the issue of debt securities as on July 11, 2016 1.65


c) BRIEF HISTORY OF THE COMPANY SINCE INCORPORATION

i. Details of share capital as on March 31, 2016 Authorised Capital Rs crore 11,000,000,000 equity shares of Rs. 10 each 11,000.00 5,000,000,000 preference shares of Rs. 10 each 5,000.00 Total 16,0000.00 Issued Capital 2,805,126,466 equity shares of Rs. 10 each 2805.13 Total 2805.13 Subscribed and Paid Up Capital 2,805,126,466 equity shares of Rs. 10 each fully paid up 2805.13 Total 2805.13

ii. Changes in Capital Structure

Change in Authorised Capital for the last five years is as follows: Rs. crore

Authorised Capital as on

31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014 31.03.2015 31.03.2016

No Change

iii. Equity Share Capital History

Changes in Issued and Subscribed capital as on March 31, 2016, for the last five years is as under:

Date of allotment

No. of equity shares

Face Value (Rs)

Issue Price

Consideration other

than cash Particulars

Cumulative Remarks

No of equity shares

Equity share

capital (Rs.)

Equity share

premium (in Rs.)

12.11.2010 40,82,82,606 10

in the exchange ratio of 4:1

Transfer of business undertakings

Composite Scheme of Arrangement between RNRL & RPower & Others

280,50,82,606

2,805,08,26060

11,047,81,60,093

Composite Scheme of Arrangement between RNRL & RPower & Others

25.03.2011 43,860 10 104 Conversion of FCCB

280,51,26,466

2,805,12,64,660

11,048,22,82,932

Conversion of FCCB issued by RNRL devolved upon RPower pursuant to Demerger


(iv) Details of any acquisition or amalgamation in the last 1 year: None (v) Details of reorganization or reconstruction in last 1 Year : None

d) DETAILS OF SHAREHOLDING OF THE COMPANY AS ON LATEST QUARTER

END: Name of the Company: RELIANCE POWER LIMITED

Scrip Code : BSE 532939, NSE : RPOWER Class of Security : EQUITY

Quarter Ended: June 30, 2016

Partly paid-up shares:- No. of Partly paid-up shares

As a % of total no. of Partly

paid-up shares

As a % of total no. of shares of the Company

Held by promoter/promoter group 0 0 0 Held by public 0 0 0 Total 0 0 0

Outstanding Convertible Securities No. of

outstanding securities

As a % of total no. of

outstanding convertible securities

As a % of total no. of shares of the Company, assuming full conversion of the convertible

securities

Held by promoter/promoter group 0 0 0 Held by public 0 0 0 Total 0 0 0

Warrants:- No. of warrants As a % of total no. of warrants

As a % of total no. of shares of the Company, assuming full conversion of

warrants Held by promoter/promoter group 0 0 0

Held by public 0 0 0

Total 0 0 0 Total paid-up capital of the Company, assuming full conversion of warrants and convertible securities

2805 12 64 66

Particulars No of Shares % Holding Promoters and Promoter Group 2,103,395,004 75.00 Reliance Infrastructure Ltd 1,211,998,193 43.20 Reliance Project Ventures and Management Pvt. Ltd 537,387,901 19.20 Reliance Infra development Private Limited 347,552,662 12.40 Reliance Capital Ltd 4,117,823 0.10


Crest Logistics and Engineers Private Limited 125,000 0.00 Reliance Innoventures Pvt. Ltd. 1,000 0.00 Individuals/ Hindu Undivided Family 2,212,425 0.10 Public Shareholding 701,731,462 25.00 Mutual Funds / UTI 44903881 1.60 Financial Institutions / Banks 15130230 0.54 Central Government / State Government(s) 384828 0.01 Insurance Companies 117651455 4.19 Foreign Institutional Investors 126402749 4.51 Bodies Corporate 32803048 1.17 Individuals 345915972 12.33 NRIs/OCBs 9442603 0.34 Employee Trust 8500000 0.30 Share underlying DRs 596696 0.02 Total 2,805,126,466 100.00

* Shares held by Custodians and against which GDRs have been issued have been considered above as part of public holding. Following is the detail of locked-in shares:

Sr No

Name of the shareholder

No of locked-in

shares

Locked-in shares as % of total number of shares{i.e., Grand

Total (A)+(B)+(C) indicated in statement at para(I)(a) above}

Promoter Group / Promoter / Public

Nil 0 0 TOTAL 0 0

List of top 10 holders of equity shares of the Company as on June 30, 2016 Sr. No. Name of the Shareholder(s) No. of Shares % to Total

Shareholding 1 Reliance Infrastructure Limited 1,211,998,193 43.21

2 Reliance Project Ventures And Management Private Limited 537,387,901 19.16

3 Reliance Infradevelopment Private Limited 347,552,662 12.39 4 Life Insurance Corporation Of India 113,045,120 4.03 5 Reliance Capital Trustee Company Limited 18,795,860 0.67 6 Lotus Global Investments Ltd 13,379,480 0.48 7 Apms Investment Fund Ltd 12,002,069 0.43

8 Vanguard Emerging Markets Stock Index Fund, Aseries Of Vanguard International Equity IndeX Fund

9,793,381 0.35

9 Dimensional Emerging Markets Value Fund 9,323,446 0.33 10 Rpower Trustee Company Private Limited 8,500,000 0.30


e) DETAILS REGARDING THE DIRECTORS OF THE COMPANY

Detail of the current directors of the Company as on March 31, 2016 is as under: Name, Designation and DIN

Age Address Director of the Company since

Details of other directorships

Shri Anil D Ambani

57 Seawind, 39 Cuffe Parade, Colaba, Mumbai, Maharashtra 400 005

30.09.2007 1. Reliance Communications Limited

Non-Executive Chairman

2. Reliance Infrastructure Limited

3. Reliance Capital Limited 00004878 4. Reliance

Communications Enterprises Private Limited

5. Reliance Inceptum Private Limited

6. Reliance Project Ventures and Management Private Limited

7. Indian School of Business

8. Reliance Innoventures Private Limited

9. Reliance Telecom Infrainvest Private Limited

10. Reliance Defence Technologies Private Limited

11. Reliance Defence Limited

12. Reliance Defence and Engineering Limited

Shri Sateesh Seth

61 4th Floor, Summer Villa, 7th Road, Santa Cruz (East), Mumbai 400055

18.07.2014 1. Reliance Telecom Limited

Non-Executive Director

2. Reliance Infrastructure Limited

00004631 3.Reliance Anil Dhirubhai Ambani Group Limited

4.Reliance Defence Systems Private Limited

5.Reliance Defence Technologies Private Limited

6. Reliance Defence and Aerospace Private Limited

7. Reliance Defence Limited

Dr Yogendra Narain

74 House No. 7, Shivalik House, Sector 61, Noida 201 301

30.09.2007 1. Sasan Power Limited

Independent Director 01871111


Shri D J Kakalia 67 Rebello House, ‘B’ Wing, 9th

Floor, Flat No. 54, 132, Hill Road, Bandra(West), Mumbai 400050

13.09.2013 1. Aditya Birla Finance Limited

Independent Director

2. Reliance Broadcast Network Limited

00029159 3.Rosa Power Supply Company Limited

4.Hercules Hoists Limited

5. Escorts Limited

Smt Rashna Khan

53 6, Shiv Shanti Bhavan, 1st Floor,, 146, M. Karve Road, Mumbai, 400020,

27.09.2014 1. The Supreme Industries Limited

Independent Director

2. Vidarbha Industries Power Limited

06928148

Dr V K Chaturvedi

73 901, Tower 10, Sea Breeze CHS Ltd., Palm Beach Road,Nerul-16, Navi Mumbai 400 706

30.09.2007 1. Reliance Infrastructure Limited

Non-Executive Director

01802454

As per declaration submitted by the Company, the names of none of its Directors are appearing on the RBI/ECGC defaulters list. Details of change in directors since last three years: Name, Designation and DIN

Date of Appointment Date of resignation Remarks

Shri D J Kakalia Independent Director 00029159

13.09.2013 -

Shri Sateesh Seth Non-Executive Director 00004631

18.07.2014 -

Shri J L Bajaj Independent Director 00004652

30.09.2007 13.08.2014

Shri Rashna Khan Independent Director 06928148

27.09.2014 -

f) DETAILS REGARDING THE AUDITORS OF THE COMPANY

i. Detail of the Auditors of the Company is as under:


Name Address Auditors since

Price Waterhouse 252, Veer Savarkar Marg Shivaji Park Dadar Mumbai 400 028 2007-08

Chaturvedi & Shah 709, Tulsiani Chambers, 212 Nariman Point, Mumbai - 400 021 2007-08

ii. Detail of change in Auditors since last three years:

Name Address Date of

Appointment / Resignation

Auditor of the Company since ( in case of resignation)

Remarks

NIL

g) DETAIL OF BORROWING OF THE COMPANY Borrowing pattern of the Company as on March 31, 2016 is as under:

i. Secured Loan Facilities - Rupee Loans from Banks – Rs 712.88 crore - Foreign Currency Loans from Banks and Financial Institutions – Rs 125.70 crore

ii. Working Capital (fund based) (Rs. in Crores)

Sr. No. Banker Sanctioned

Amount O/s as on

March 31, 2016 Security

1 IDBI Bank 60 57 First Pari Passu charge on receivables except receivables pertaining to 45 MW Wind Project

2 Axis Bank (Short Term Loan) 150 150 First Pari Passu charge on current assets except

current assets pertaining to 45 MW Wind Project

Working Capital (Non-fund based) (Rs. in Crores)

Sr. Banker Sanctioned Amount Utilization as on March 31, 2016 1 Canara Bank 400 263 2 State Bank of India 1180 858 3 ICICI Bank 300 300 4 IDBI Bank 200 127 5 Axis Bank Limited 525 237 Total 2605 1785

iii. Unsecured Loan Facilities as on March 31, 2016

(Rs. In Crores) Sr. Type of Facility Lender Sanctioned Outstanding as on

31.03.2016 Repayment Date/

Schedule NIL


iv. Details Of NCDs as on March 31, 2016: (Rs. In Crores)

Series Name

Coupon

Amount (Rs Cr)

Date of Allotment

Redemption Schedule

Date of Maturity

Tenor (yrs)

Secured / Unsecured

Credit Rating

Listed / Unlisted

I 10.20% 150 July 20, 2015

July 18, 2016

July 18, 2016

364 days

Unsecured A1 Listed

II 11.50% 250 March 22, 2016

March 17, 2017

March 17, 2017

360 days

Secured A1 Listed

v. List of Top 10 Debenture Holders as on March 31, 2016

Sr. No. Name of the Debenture Holders Rs. In crore

1 Reliance Life Insurance Company Limited 150.00 2 Reliance Capital Trustee Company Limited 250.00

vi. The amount of corporate guarantee issued by the Issuer along with name of the counterparty

(like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued) As on March 31, 2016, the Company had provided corporate guarantees aggregating Rs 2661.28 crore in respect of performance of subsidiaries/associates/other body corporate and in respect of financing facilities granted to subsidiaries / associates.

vii. Details Of Commercial Paper

The total face value of commercial papers outstanding as on March 31, 2016 amounts to Rs. 80.00 crore.

viii. Details Of other Borrowings (if any, including hybrid debt like FCCB, optionally convertible debentures / preference shares):

ix. DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST

AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS.

None

x. DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES

ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION

Party Name ( in

case of Facility) / Instrument

Name

Type of Facility /

Instrument

Amt Sanctioned

/ Issued

Principal Amt outstanding

Repayment Date/ Schedule

Credit Rating

Secured /Unsecured

Security

Nil


Except as mentioned elsewhere in this Shelf Disclosure Document, the Company has not issued any Debt Securities for consideration other than cash, at premium, or at discount or in pursuance of an option.

h) DETAILS OF PROMOTERS OF THE COMPANY

i. Detail of promoter holding in the Company as on March 31, 2016 is as under:

Sl. No. Name of shareholder Total no of

equity shares

No. of shares

in demat

form

Total shareholding

as % of total no of

shares

1 Reliance Infrastructure Limited 1,211,998,193 1,211,998,193 43.22

2 Reliance Project Ventures and Management

Private Limited 537,387,901 537,387,901 19.16

3

Reliance Infradevelopment Private Limited

(Formerly known as AAA International

Capital Private Limited)

347,552,662 347,552,662 12.39

4 Reliance Capital Limited 41,17,823 41,17,823 0.15

5 Kokila D. Ambani 9,16,461 9,16,461 0.03

6 Anil D Ambani 4,65,792 4,65,792 0.02

7 Jai Anmol A Ambani 4,17,439 4,17,439 0.01

8 Tina A Ambani 4,12,708 4,12,708 0.01

9 Crest Logistics & Engineers Private Limited 1,25,000 1,25,000 0

10 Reliance Innoventures Private Limited 1,000 1000 0

11 Jai Anshul A. Ambani 25 25 0

i) ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE)

AND STANDALONE FINANCIAL INFORMATION (such as Statement of PROFIT & LOSS, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS, IF ANY

Please refer to Annexure 3

j) ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS

ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES There are no other material events/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters,


tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of Issue which may affect the Issue or the investor’s decision to invest / continue to invest in the Debt Securities.

k) NAME OF THE DEBENTURE TRUSTEE

The Company has appointed IDBI Trusteeship Services Limited; 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:

IDBI Trusteeship Services Limited Address: Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001. Tel: 91 022 4080 7001 Mob: 91 98203 43679 Fax: 91 022 6631 1776 Website: http://www.idbitrustee.co.in/

l) CONSENT LETTER FROM THE TRUSTEE IDBI Trusteeship Services Limited has given its consent to the Company under regulation 4 (4) of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 to be appointed as the Debenture Trustee to this Issue. The consent letter dated July 5, 2016 is enclosed as Annexure 2 of this Shelf Disclosure Document. Role and Responsibilities of Debenture Trustee 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 terms of this Memorandum of Private Placement. 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 are not borrowers or Principal Debtors or Guarantors. m) CREDIT RATING AND RATING RATIONALE ADOPTED BY RATING AGENCIES Rating as referred to for Rs. 1000 Crores in the term sheet. 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. The rating letter(s) have been enclosed as Annexure 1. n) DETAILS/COPY OF GUARANTEE LETTER OR LETTER OF COMFORT OR ANY

OTHER DOCUMENT / LETTER WITH SIMILAR INTENT, IF ANY Nil


o) NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT

SECURITIES ARE PROPOSED TO BE LISTED The NCDs will be listed on the Debt Segment of the BSE Limited (“BSE”). The Company shall forward the listing application to the Stock Exchange within the 15 days from the deemed date of allotment. In case of delay in listing of the Debt Securities beyond 15 days from the deemed date of allotment, the Company will pay penal interest of 1 % p.a. over the coupon rate from the expiry of 15 days from the deemed date of allotment till the listing of such Debt Securities to the investor. p) OTHER DETAILS Debenture Redemption Reserve (DRR) Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014 inter-alia provides that the adequacy of DRR in respect of companies including manufacturing and infrastructure companies shall be 25% of the value of debentures issued through private placement route by listed companies. The Rule further provides that every company required to create/maintain DRR shall on or before the 30th day of April in each year, deposit or invest, as the case may be, a sum which shall not be less than fifteen percent of the amount of its debentures maturing during the year ending on the 31st day of March of the next year in any one or more of the prescribed methods. The amount deposited or invested, as the case may be, above shall not be utilised for any purpose other than for the repayment of debentures maturing during the year referred to above, provided that the amount remaining deposited or invested, as the case may be, shall not at any time fall below 15 percent of the amount of debentures maturing during the 31st day of March of that year. In terms of extant provisions of the Companies Act, 2013 read with the Rules made thereunder, the Company is required to create a Debenture Redemption Reserve out of profits available for payment of dividend, if any. Company shall create a Debenture Redemption Reserve (‘DRR’) and credit to the DRR such amounts as applicable under the provisions of Companies Act, 2013(as amended from time to time) or any other relevant statute(s), as applicable. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc): Authority for the Placement The shareholders of the Company, vide their special resolution dated September 30, 2015, passed at the Twenty First Annual General Meeting, have authorized the Board of Directors to issue non-convertible debentures in one or more tranches on terms and conditions to be finalised by the latter for an aggregate amount, which shall be within the overall borrowing limits of the Company, as approved by the Members from time to time under Section 180(1)(c) or other applicable provisions of the Act. This private placement of Debentures is being made pursuant to the resolution of the Board of Directors passed at its meeting held on March 18, 2016 which has approved the placement of Debentures aggregating up to an amount of Rs.1000 Crores. The present Issue of Rs. 250.00 crore is within the overall limit approved by the Board of Directors as above. The present issue of Rs. 250.00 crore is also within the general borrowing limits in terms of the Special Resolution dated September 27, 2014 passed under Section 180(1)(c) of the Companies Act, 2013 passed through Postal Ballot by the Members of the Company, giving their consent to the borrowing by the Board of Directors of the Company from time to time not exceeding three times of then paid up capital and free reserves of the Company 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. Details of Utilization of Issue Proceeds Issue proceeds will be utilized to carry on the businesses of the company, regular capital expenditure, augment funds for medium to long term capital, general corporate purpose, refinancing of existing debt and working capital for ordinary course of business and for extending loans and advances to group companies for meeting their operating requirements and debt repayment. Funds raised from the issue shall not be directly or indirectly utilised in any manner that would violate RBI Guidelines, Companies Act 2013 or any other provisions of applicable Law or regulations. The Issuer shall adhere to all regulations as may be applicable for the facility specified by RBI and / or any other Regulatory Agency. No part of the proceeds would be utilized directly/indirectly towards capital markets or land acquisition. The net proceeds from the Issue shall not be used in contravention of any RBI/SEBI guidelines applicable to banks investment in Non-SLR Securities. The proceeds of the Debentures shall not be utilized by the Company for the purpose prohibited by clause 5 & 7 of RBI circular RBI / 2011-12/71 DBOD.BP.BC.No.20/21.04.172/2011-12 dated July 1, 2011. 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. 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 Debenture holder(s) from and including the deemed date of allotment that will be notified in the term sheet. 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 and shall have a right to allot the Debentures in tranches / series which shall form the part of this Issue. In case, the Issue closing date is changed (brought forward/ postponed), the Deemed Date of Allotment may also be changed (brought forward/ postponed) by the Company at its sole and absolute discretion. Status of NCDs These Series I (2016) NCDs shall rank pari passu inter se and without any preference or priority among themselves. Subject to any obligations preferred by mandatory provisions of the law prevailing from time to time, the NCDs shall also, as regards the principal amount of the NCDs, interest and all other monies outstanding in respect of the NCDs, shall rank pari passu with all other present and future holders of unsecured debentures issued by the Company in the same category.


Market Lot The market lot shall be one NCD of face value of Rs.10.00 Lakhs each (“Market Lot”). Since the NCDs are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of NCDs. 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 Deemed 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 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 as specified in the 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 Debenture holder(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 one day prior to the next interest payment date. Kindly refer to the para “Issue Detail” for information on the first interest payment. The second and subsequent interest period (except the last interest period) is defined as the actual number of days in a year between the last interest payment date till one day prior to next interest payment date. The last interest period is defined as the actual number of days falling till one day prior to the redemption 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 Mumbai) then payment of interest will be made on the preceding working day. In case the Deemed Date of Allotment is revised (brought forward / postponed) then the above Interest Payment Date may also be revised brought forward / postponed) accordingly by the Company at its sole and absolute discretion.


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. 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 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 should 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 on Redemption Each Debenture of face value of Rs.10.00 lakh is redeemable as specified in the Para “Issue Details”. 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 Debenture holders whose name appear in the Register of Debenture holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being made, the Company will inform NSDL/CDSL and accordingly the account of the Debenture holders with NSDL/CDSL will be adjusted. In case 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 Mumbai), then the payment due shall be made on the previous Business Day. Right to Reissue Debenture(s) The Company will have the power, as provided for under the Companies Act, 2013 exercisable at its absolute discretion from time to time to repurchase some or all the Debentures 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 the Companies Act, 2013 to re-issue such Non-convertible debenture(s) either by re-issuing the same Debentures or by issuing other Non-convertible debenture(s) 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 Debentures at discount, at par or at premium in the open market. Such Non Convertible Debentures 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 shall be entitled to make further issue(s) of debentures, raise further loans or advances and/or avail further deferred payment guarantees or other financial facilities from time to time from such persons/banks/financial institutions or body corporate/or any other agency on such terms and conditions as the Company may think appropriate. Disputes and Governing Law The Debentures shall be construed to be governed in accordance with Indian Law. The competent court alone shall have jurisdiction in connection with any matter arising out of or under these precincts. 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 Debenture of face value of Rs.10 lakh. All classes 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 Depositories 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.


Succession In the event of demise of the sole/first holder of the Debenture(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 Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debenture(s). 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. 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 Debenture(s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity. Where a Non-Resident Indian becomes entitled to the Debenture by way of succession, the following steps have to be complied: 1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the

Debenture was acquired by the NRI as part of the legacy left by the deceased holder. 2. Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be

governed by the then prevailing guidelines of RBI. Disclosure Clause In the event of default in the repayment of the principal and/or interest on the NCDs on the due dates, the Debenture Trustee and /or the Stock Exchange and/or the Reserve Bank of India and/or 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 Karvy Computershare Private Limited is 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. Events of Default As defined in the term sheet. Debenture holder not a Shareholder The Debenture holders 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 Issuer, such resolution will first be placed before the Debenture holders 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 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 of the Debentures, if the same are not acceptable to the Company. Application Process 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 Issuer. The payment can alternatively be made through RTGS/NEFT/e-net before the closing date of the Issue to bank account of the Issuer. Please refer the Application form for the bank account detail of the Issuer. 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 Shelf Disclosure Document) must be submitted before the last date indicated in the Issue time table or such extended time as decided by the Issuer, 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. Notices Any notice served shall be deemed to have been duly given: (i) in case of delivery by hand, when hand delivered to the other Party and in no case exceeding 24 (twenty four) hours from dispatch; (ii) when sent by facsimile, upon transmission and receipt of confirmation; (iii) when sent by registered post, where 3 (three) Business Days have elapsed after posting; or (iv) when delivered by courier on the 1st (first) Business Day after deposit with an overnight delivery service, postage prepaid, with next Business Day delivery guaranteed, provided that the sending Party receives a confirmation of delivery from the delivery service provider or (v) for electronic mail notification with return receipt requested, upon the obtaining of a valid return receipt from the recipient. Each Person making a communication hereunder by facsimile shall promptly confirm by telephone or regular mail to the


person to whom such communication by facsimile was addressed, each communication made by it by facsimile pursuant hereto but the absence of such confirmation by telephone or regular mail shall not affect the validity of any such facsimile communication. 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 (CDSL) 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, 2013, 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 it’s 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: 1. Number of debentures applied for is less than the minimum application size; 2. Applications exceeding the issue size; 3. Bank account details not given; 4. Details for issue of debentures in electronic/ dematerialized form not given; PAN not mentioned

in appropriate place. 5. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts,

etc. relevant documents not submitted; In the event, if any Debenture(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 along with 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 authorized to invest in Debentures; 8. Provident, Gratuity, Pension and Superannuation Funds; 9. Or any other investor category eligible to invest subject to current applicable rules, act, laws etc

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 Shelf Disclosure Document on the website of the Stock Exchange 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. The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorizing 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 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. In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate , and 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 Issuer/ Arranger to the Issue 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. 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 72 of the Companies Act, 2013, 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.


ISSUE DETAIL (T) TERM SHEET : ISSUE DETAILS Issuer Reliance Power Limited (The “Issuer”) Instrument Name Series I(2016) 10.20% Listed, Unsecured, Redeemable, Non-

Convertible Debenture (“NCD”) Type of Instrument Rated, Listed, Unsecured, Redeemable, Non-Convertible

Debentures (“NCDs”) with terms and conditions specified in this term sheet and subsequent Transaction Documents.

Nature of Instrument Unsecured Mode of Issue Private Placement Instrument form & Settlement mode De-materialised, settlement through Depository.

Listing ( including name of stock Exchange) where it will be listed and timeline for listing)

On the Wholesale Debt Market segment of the Bombay Stock Exchange (“BSE”). The Issuer shall make an application for listing on the same day as the Deemed Date of Allotment of the NCDs and ensure listing of the NCDs within 15 business days. In case the NCDs are not listed on the BSE at the end of this period, the Issuer shall immediately redeem/buy back the NCDs.

Rating of the Instrument A1 by ICRA Issue Size Rs. 250,00,00,000 (Indian Rupees Two Hundred Fifty Crores

Only) Object of the issue Issue proceeds will be utilized to carry on the businesses of

the company, regular capital expenditure, augment funds for medium to long term capital, general corporate purpose, refinancing of existing debt and working capital for ordinary course of business and for extending loans and advances to group companies for meeting their operating requirements and debt repayment. Funds raised from the issue shall not be directly or indirectly utilised in any manner that would violate RBI Guidelines, Companies Act 2013 or any other provisions of applicable Law or regulations. The Issuer shall adhere to all regulations as may be applicable for the facility specified by RBI and / or any other Regulatory Agency. No part of the proceeds would be utilized directly/indirectly towards capital markets or land acquisition

Coupon Rate 10.20 % p.a. payable semi annually Coupon Rate Frequency

and Payment Dates

Semi annual basis First interest payment date shall be 182 days after the deemed date of allotment i.e. January 09, 2017. If the same falls on a holiday, the same shall be the previous working day. Second interest payment date shall be on maturity i.e. July 10, 2017.

Coupon Calculation The coupon payable shall be calculated as under: (Number of Days for which interest is due in a year * Coupon Rate * Principal Amount)/Total Number of Days in a year


Day Count Basis Actual/Actual (as per SEBI Circular no CIR/IMD/DF/18/2013 dated 29th Oct 2013)

Tenor 364 Days from the Date of Allotment Maturity Date July 10, 2017 Redemption Price At par Issue Price At par Face Value Rs. 10,00,000 each Minimum Application and in multiples of Debt securities thereafter

1 Debenture and in multiples of 1 Debenture thereafter

Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat only

Record Date 15 days prior to Redemption Date or Interest Payment Date as the case may been the event the Record Date falls on a day which is not a working day, the immediately succeeding working day will be considered as the Record Date.

Depository NSDL and CDSL

Transaction Documents

The Issuer has executed/shall execute the documents including but not limited to the following in connection with the issue: a. Disclosure Document; b. Letter appointing Trustees to the Debenture Holders; c. Debenture Trustee Agreement; d. Debenture Trust Deed (to be executed within 15 days from

the Deemed Date of Allotment) e. Rating letter f. Application made to BSE for seeking their in-principle

approval for listing of Debentures; Condition Subsequent to Disbursement

Execute Debenture Trust Deed within 15 days from Deemed Date of Allotment.

Events of Default Please refer “Event of Default” of this Shelf Disclosure Document.

Covenants Customary for financing of this nature

Default Interest a) Additional Interest of 2% p.a. over and above the agreed coupon/interest calculated for the period from the date on which any payment is due by the Issuer until the date the payment is made.

b) In case there is a delay in listing of debt securities beyond 15 days from the deemed date of allotment, the Company will pay penal interest of 1 % p.a. over the coupon rate from the expiry of 15 days from the deemed date of allotment till the listing of such debt securities to the investor.

Costs & Expenses The Issuer shall pay all third party costs and expenses on an actual basis, including legal expenses, incurred in connection with the processing, negotiation, documentation and placement of the Issue, whether or not the disbursement


occurs. In addition, the Issuer shall also be responsible for all charges including stamp duty charges as well as any and all registration charges in relation to execution and delivery of the Definitive Documents. The Issuer shall also be responsible for all expenses in relation to listing of the NCDs on the Stock Exchange.

Confidentiality This term sheet is being furnished to the Issuer on a confidential basis and may not be disclosed to third parties without arranger’s prior written consent, other than (i) to the directors, officers, employees, attorneys, consultants, auditors or affiliates of the Issuer or (ii) such disclosure as may be compelled in a judicial or administrative proceeding or as otherwise required by law. None of the Issuer or its affiliates shall discuss with another credit provider any terms offered herein.

Governing Law

The debentures are governed by and shall be construed in accordance with the existing laws of India. The Debentures offered are subject to provisions of the Companies Act, 2013, Securities Contract Regulation Act, 1956, terms of this Shelf Disclosure Document, instructions contained in the Application Form and other terms and conditions as may be incorporated in the Debenture Trustee Agreement and the Debenture 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 Issue, allotment 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 dispute arising thereof shall be subject to the exclusive jurisdiction of the courts of Mumbai.

Trustees IDBI Trusteeship Services Limited Registrar Karvy Computershare Private. Limited

Issue Opening Date 11-July-2016

Issue Closing Date 11-July-2016

Pay-in Date 11-July-2016

Deemed Date of

Allotment 11-July-2016

Payment Mode The remittance of application money can be made by cheque/ Demand Draft or through Electronic transfer of funds through RTGS mechanism for credit as per details given hereunder:


39

ADDITIONAL COVENANTS / UNDERTAKING BY THE COMPANY The Issuer Company undertakes that: a) Undertaking regarding RBI/ECGC Defaulters List As per declaration submitted to the Company this is to confirm that none of its Directors are appearing on the

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 of @

2% p.a. over the coupon rate will be payable by the Company for the defaulting period. c) Listing

The Company shall forward the listing application to the BSE Limited within the 15 days from the deemed date of allotment(s). In case of delay in listing of the Debt Securities beyond 15 days from the deemed date of allotment, the Company will pay penal interest of 1% p.a. over the coupon rate from the expiry of 15 days from the deemed date of allotment till the listing of such Debt Securities to the investor.

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

e) 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;

f) 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.

g) It shall use a common form of transfer for the instrument. h) It shall comply with guidelines issued by the RBI / SEBI for issuance of NCDs of maturity upto one year i) The proceeds Debentures shall not be utilized by the Company for the purpose prohibited by clause 5 & 7 of

RBI circular RBI / 2011-12/71 DBOD.BP.BC.No.20/21.04.172/2011-12 dated July 1, 2011 j) The proceeds of the Debentures shall not be utilized by the Company for investment in capital market

instrument such as equity/equity linked instrument or any Capital Market related activities or real estate purpose.

k) All required Regulatory Approvals in connection with this transaction have been complied with. l) In case of default by the company in servicing the debt obligations of the Debenture the issuer undertakes

that no dividend shall be paid during the currency of the Debenture, without the approval from Debenture holders


41

Annexure 1 Credit Rating Letter


43

Annexure 3 Abridged version of audited consolidated and standalone financial information (like profit & loss statement, balance sheet and cash flow statement) for at least last three years Please click the below link to view the above documents http://www.reliancepower.co.in/investor_information/investor_desk.htm


44

Application Format

Application No: 0001 Date:

The Company Secretary/Compliance Officer Reliance Power Ltd. H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400710 Maharashtra Phone -022-33033358; Fax- 022-33033362 Compliance Officer: Mr. Ramaswami Kalidas; E-mail : [email protected]

Dear Sirs,

Having read and understood the contents of the Disclosure Document dated July 07, 2016, we apply for allotment of the Debentures to us. The amount payable on application as shown below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture holder(s). We bind ourselves to the terms and conditions as contained in the Disclosure Document. (Please read carefully the instructions on the next page before filling this form)

(Unsecured Listed Redeemable Non-Convertible Tradable Taxable Debentures)

No. of Debentures

Applied for No. in

Figures No. in Words

Amount (Rs) in

figures:

Amount (Rs) in

words:

Cheque/Demand

Draft/RTGS Details Date Drawn

on Bank


45

Applicant’s Name & Address in full (please use capital letters)

Pin Code:

Telephone: Fax: Email:

Contact Person Mobile No. Email:

Sign:

Seal:

Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify

Name of Authorised

Signatory Designation Signature

Details of Bank Account of Applicant

Bank Name & Branch

Nature of Account

Account No.:

IFSC/NEFT Code

Depository Details of Applicant

DP Name

DP ID Client

ID

(*) We understand that in case of allotment of debentures to us, our Beneficiary Account as mentioned

above would be credited to the extent of debentures allotted.


46

PAN /

GIR No.

of the

applicant

IT

Circle/Ward/District ( ) Not Allotted

Tax

Deduction

Status

( ) Fully

Exempt ( ) Tax to be

deducted at

Source

( )

Yes ( )

No

Sign

Seal

----------------------------------------------------- (Tear here) --------------------------------------------------------

ACKNOWLEDGEMENT SLIP

Application No: 0001 Date:

Received From

__________________________________________________________________________

Rs. /- (RUPEES IN WORDS) By cheque /Demand Draft / RTGS No _____________________

drawn on ______________________________________________ towards subscription money for

________________ Debentures. (Cheques /Demand Drafts are subject to realization)

For all further correspondence please contact:

Reliance Power Ltd. H Block, 1st Floor,

Dhirubhai Ambani Knowledge City, Navi Mumbai – 400710

Maharashtra

Phone -02233033358; Fax- 02233033662

Compliance Officer: Ramaswami Kalidas; E-mail [email protected]


47

INSTRUCTIONS

1. You must complete application in full in BLOCK LETTERS IN ENGLISH. 2. Your Signatures should be made in English or in any of the Indian languages.

Application forms duly completed in all respects, together with Cheques/Pay Order/Demand

Draft, must be lodged at the office of Reliance Power Limited.

3. In case of payments through RTGS, the payments may be made as follows:

Beneficiary : Reliance Power Limited Bank Details : Axis Bank Limited Branch Bank : Atlanta, Nariman Point, Mumbai Account No. : 911020040405437 IFSC Code No : UTIB0000173

4. The transfer Cheque(s) should be drawn in favour of "Reliance Power Limited. " and payable at Mumbai. 5. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted. 6. As a matter of precaution against possible fraudulent encashment of interest warrants due to

loss/misplacement, you are requested to mention the full particulars of the bank account, as specified in the application form.

7. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full particulars are not given, cheques will be issued in the name of the applicant at their own risk.

8. Reliance Power Limited, in the “Acknowledgement Slip” appearing below the Application Form, will acknowledge receipt of applications. No separate receipt will be issued.

9. You should mention your 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 GIR number has been allotted, the fact of non-allotment should be mentioned in the application form in the space provided.

10. The application would be accepted as per the terms of the issue outlined in the Information Document / Disclosure Document.

11. Documents to be provided by investors Investors need to submit the following documentation, along with the application form, as applicable: Memorandum and Articles of Association/ Documents Governing Constitution; Resolution authorizing investment; Certified True Copy of the Power of Attorney; Form 15 AA for investors seeking exemption from Tax deduction at source from interest on the

application money; Specimen signatures of the authorised signatories duly certified by an appropriate authority; SEBI Registration Certificate (for Mutual Funds); PAN to be submitted