haryana vidyut prasran nigam limited

39 Pages·2012·1.89 MB·English

Private & Confidential – For Private Circulation Only
(This is a 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)

HARYANA VIDYUT PRASRAN NIGAM LIMITED
Head Office: C-6, Shakti Bhawan, Sector-6, Panchkula – 134 109.
Telefax: [phone] E-mail: [email protected], website: www.hvpn.gov.in

SCHEDULE-I
DISCLOSURES AS PER SEBI GUIDELINES
FOR ISSUE OF REDEEMABLE NON-CONVERTIBLE UNSECURED TAXABLE
REGULAR RETURN BONDS (HVPNL BONDS-2012 SERIES-II) OF RS 10 LAKH
EACH AGGREGATING TO RS 122.30 CRORE THROUGH PRIVATE PLACEMENT
(Note: This Disclosure Document / Memorandum of private placement is neither a prospectus nor a statement in lieu of
prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus
and/or an invitation to the public for subscription to bonds).

CREDIT RATING
Brickwork Ratings India Pvt. Limited has assigned a rating of Provisional “BWR A(SO) Stable”
[pronounced as BWR A (Structured Obligation)] with ‘Stable’ outlook to this bond issue
programme. Instruments with this rating are considered to have adequate degree of safety regarding
timely servicing of financial obligations. Such instruments carry low credit risk.

The rating is not a recommendation to buy, sell or hold securities and investors should take their own
decision. The rating may be subject to revision or withdrawal at any time by the assigning rating
agency and each rating should be evaluated independently of any other rating. The ratings obtained
are subject to revision at any point of time in the future. The Rating Agency has a right to suspend,
withdraw the rating at any time on the basis of new information etc.

RATING AGENCY
Brickwork Ratings India Pvt. Ltd, 3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara,
Bannerghatta Road, Bangalore – 560 076, India Phone : [phone] Fax: [phone] E-
mail: [email protected]

LISTING
The Bonds shall be listed on the Bombay Stock Exchange (BSE).

TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

AllBank Finance Limited Beetal Financial & Computers Services (P) Ltd.
Allahabad Bank Building, Beetal House, 3rd Floor, 99 Madangir,
2nd Floor, 37, Mumbai Samachar Marg, Behind Local Shopping Centre ,
Fort, Mumbai – 400 023. Near Dada Harsukhdas Mandir
Tel. [phone], Fax: [phone] New Delhi – 110 062
Email: [email protected] Tel No. 011 – 29961281-83, Fax No. 011 – 29961284
Website: http://www.allbankfinance.com Email: [email protected]

SOLE ARRANGER TO THE ISSUE

A.K. Capital Services Limited
609, 6th Floor, Antriksh Bhawan,
22, Kasturba Gandhi Marg,
New Delhi – 110 001.
Tel: [phone], Fax: [phone].
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CO N T E N T S
Sr. No. TITLE Page No.
A Government of Haryana Guarantee 2-3
B Definitions/ abbreviations 5
C Authority for the issue 6
D Disclaimer 6-7
i Name and address of registered/ head office of the issuer 8
ii Name and addresses of the directors of the issuer 8
iii Brief summary of business/activities of issuer 9
iv Brief history of issuer since incorporation, details of activities including any 10-11
reorganization, reconstruction or amalgamation, changes in capital structure,
(authorized, issued and subscribed) and borrowings, if any.
v Details of debt securities issued and sought to be listed, including face value 12
and nature of debt securities mode of issue i.e. public issue or private
placement
vi Issue size 12
vii Details of utilization of the issue proceeds 12
viii A statement containing particulars of the dates of, and parties to all material 12
contracts, agreements involving financial obligations of the issuer
ix Details of other borrowings including any other issue of debt securities in past 13
x Any material event/ development or change at the time of issue or subsequent 14
to the issue which may affect the issue or the investor’s decision to invest /
continue to invest in the debt securities.
xi Particulars of the debt securities issued (i) for consideration other than cash, 14
whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of
an option.
xii A list of highest ten holders of each class or kind of securities of the issuer as 14-15
on the date of application along with particulars as to number of shares or debt
securities held by them and the address of each such holder.
xiii An undertaking that the issuer shall use a common form of transfer 16
xiv Redemption amount, period of maturity, yield on redemption 17
xv Information relating to the terms of offer or purchase 17-28
xvi The discount at which such offer is made and the effective price for the 28
investor as a result of such discount.
xvii The debt equity ratio prior to and after issue of the debt security. 28
xviii Servicing behavior on existing debt securities, payment of due interest on due 28
dates on term loans and debt securities.
xix The permission / consent from the prior creditor for a second or pari passu 28
charge being created in favor of the trustees to the proposed issue has been
obtained.
xx The names of the debenture trustee(s) shall be mentioned with a statement to 29
the effect that debenture trustee(s) has given his consent to the issuer for his
appointment under regulation 4 (4) and also in all the subsequent periodical
communications sent to the holders of debt securities.
xxi The rating rationale(s) adopted by the rating agencies shall be disclosed 29
xxii Names of all the recognized stock exchanges where securities are proposed 29
to be listed clearly indicating the designated stock exchange and also whether
in principle approval from the recognized stock exchange has been obtained.
xxiii A summary term sheet 30
E Declaration 31
F Additional Disclosures in pursuant to Securities and Exchange Board of India (Issue 32-39
and Listing of Debt Securities) Regulations, 2012 issued vide circular no. LAD-
NRO/GN/2012-13/19/5392 dated October 12, 2012)

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DEFINITIONS/ ABBREVATIONS
GoH Government of Haryana
The Company / the Haryana Vidyut Prasaran Nigam Limited
Issuer/ HVPNL
Bond(s) Private Placement of Redeemable Non-Convertible Unsecured Taxable
Regular Return Bonds (HVPNL Bonds-2012 Series-II) in the nature of
Debentures of Rs 10 lakh each offered under the terms of this Disclosure
Document.
Bondholder(s) The Holder(s) of the Bond(s) in Dematerialized form
Beneficial Owner(s) Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of
the Bond(s) as defined in clause (a) of sub-section (1) of Section 2 of the
Depositories Act, 1996)
BSE Bombay Stock Exchange
CDSL Central Depository Services (India) Ltd.
NSDL National Securities Depositories Limited
BWR Brickwork Ratings India Pvt. Limited
DP Depository Participant
Depository(ies) National Securities Depository Limited (NSDL) & Central Depository Services
(India) Limited
FY Financial Year
DFIs Developmental Financial Institutions
Issue/Offer/ Offering Private Placement of Redeemable Non-Convertible Unsecured Taxable
Regular Return Bonds (HVPNL Bonds-2012 Series-II) in the nature of
Debentures of Rs 10 lakh each aggregating to Rs 122.30 crores
NPAs Non Performing Asset/s
IT Act The Income Tax Act, 1961 (as amended from time to time)
PAN Permanent Account Number
Registrars to the Beetal Financial & Computers Services (P) Limited, Beetal House, 3rd Floor,
Issue/ Registrar & 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,
Transfer Agent New Delhi – 110 062, Tel No. 011 – 29961281-83, Fax No. 011 – 29961284,
Email: [email protected]
SEBI Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992 (as amended from time to time)
Disclosure Document Disclosure Document dated 17.12.2012 for Private Placement of Redeemable
Non-Convertible Unsecured Taxable Regular Return Bonds (HVPNL Bonds-
2012 Series-II) in the nature of Debentures of Rs 10 lakh each aggregating
to Rs 122.30 crores
Bond Trustees AllBank Finance Limited, Allahabad Bank Building, 2nd Floor, 37, Mumbai
Samachar Marg, Fort, Mumbai – 400 023, Tel. [phone], Fax: (022)
22677552, Email: [email protected].
TDS Tax Deducted at Source

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AUTHORITY FOR THE ISSUE
The issue is made pursuant to the Board of Directors of HVPNL at its Meeting held on 24.07.2012
passed the resolution approving the borrowings through issue of private placement bonds of Rs 300
crores with green shoe option of Rs. 289.10 crores.

DISCLAIMER OF ISSUER
The Issuer confirms that the information contained in this 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 Company has been made available in this
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
Company accepts no responsibility for statements made otherwise than in this 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.

This 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 and Listing of Debt
Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June
06, 2008. This document does not constitute an offer to the public generally to subscribe for or
otherwise acquire the Bonds to be issued by HVPNL (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 Regulations. This requirement is
to facilitate investors to take an informed decision for making investment in the proposed Issue.

Apart from this Disclosure Document, no other offer document or prospectus has been prepared in
connection with the offering of this Bond Issue or in relation to the Issuer nor is such a prospectus
required to be registered under the applicable laws. Accordingly, this Disclosure Document has
neither been delivered for registration nor is it intended to be registered. This Disclosure Document is
not intended to form the basis of evaluation for the potential investors to whom it is addressed and
who are willing and eligible to subscribe to these Bonds issued by HVPNL. This Disclosure
Document has been prepared to give general information regarding HVPNL to persons proposing to
invest in this issue of Bonds and it does not purport to contain all the information that any such
person may require. HVPNL believes that the information contained in this Disclosure Document is
accurate in all respects as of the date hereof. HVPNL does not undertake to update this Disclosure
Document to reflect subsequent events and thus it should not be relied upon without first confirming
its accuracy with HVPNL.

Potential investors are required to make their own independent evaluation and judgment before
making the investment. It is the responsibility of potential investors to have obtained all consents,
approvals or authorisations required by them to make an offer to subscribe for and purchase the
Bonds. Potential investors should also consult their tax advisor(s) on the tax implications of the
acquisitions, ownership, sale and redemption of Bonds and income arising thereon either by way of
interest or capital gains.

This Disclosure Document is not intended for distribution and it is meant solely for the consideration
of the person to whom it is addressed and should not be reproduced by the recipient. The Bonds
mentioned herein are being issued on a private placement basis and this offer does not constitute
nor should it be considered a public offer/invitation.

DISCLAIMER IN RESPECT OF JURISDICTION
The placement made through this Disclosure Document is for placement made in India to those
corporate bodies, persons, financial institutions and mutual funds and trusts only, who are specifically
addressed through a communication directly to, and who are eligible to apply for the bonds. No other
person shall apply for subscription in the bonds. This Disclosure Document does not, however,
constitute an offer to sell or an invitation to subscribe to the bonds in any other jurisdictions to any person
to whom it is unlawful to make a private placement in such jurisdiction. Any person into whose
possession this Disclosure Document comes is required to inform him about and to observe any such
restrictions. Disputes arising out of this placement shall be subject to the jurisdiction of court(s)
in Panchkula only.
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DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA
This Disclosure Document has not been filed with Securities & 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 Bonds 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 Company, any irregularities or lapses in this document.

DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document has been submitted to the Bombay Stock
Exchange (hereinafter referred to as “BSE”) for hosting the same on its web site. It is to be distinctly
understood that such submission of the document with BSE or hosting the same on its web site
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 Exchange; nor does it take responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of the 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
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 OF THE ARRANGERS
In light of 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 6th June, 2008; it
is advised that the Company has exercised self due-diligence to ensure complete compliance of
prescribed disclosure norms etc in this Disclosure Document. The role of the Arranger in the
assignment is confined to marketing and placement of the Bonds on the basis of this Disclosure
Document as prepared by the Company. The Arrangers have neither scrutinized/ vetted nor have
they done any due-diligence for verification of the contents of this Disclosure Document. The
Arrangers shall use this document for the purpose of soliciting subscription from qualified investors
in the Bonds to be issued by the Company on private placement basis. It is to be distinctly
understood that the aforesaid use of this document by the Arrangers should not in any way be
deemed or construed that the document has been prepared, cleared, approved or vetted by the
Arrangers; nor do they in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this document; nor do they take responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of the Company.
The Arrangers or any of its directors, employees, affiliates or representatives do not accept any
responsibility and/or liability for any loss or damage arising of whatever nature and extent in
connection with the use of any of the information contained in this document.

FORCE MAJEURE
HVPNL reserves the right to withdraw the entire issue any time or restrict and retain the subscription
amount to the extent of mobilisation by pre-closure of issue in the event of any unforeseen
development adversely affecting the economic and regulatory environment or if in the interest of the
Company it is advisable to do so. In case HVPNL decides to refund the application money, the
same will be refunded, along with the interest at coupon rate.
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DISCLOSURES 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

i. Name and address of the registered office of the issuer.

Registered Office
C-6, Shakti Bhawan,
Sector-6, Panchkula – 134 109.
Telefax: [phone]
E-mail: [email protected],
website: www.hvpn.gov.in

ii. Names and addresses of the Directors of the Company (as on 30.09.2012)

Name and Designation Address.
Shri Ajit M. Sharan, IAS Shakti Bhawan, Sec-6, Panchkula
Chairman 37/7 Civil Secretariat, Haryana,
Shri Tarun Bajaj, IAS Shakti Bhawan, Sector-6, Panchkula.
Managing Director
Shri Devender Singh IAS, Chairman Cum Managing Director
Director UHBVNL, DHBVNL
Shri Bharat Bhushan, IES Shakti Bhawan, Sector-6, Panchkula.
Director/ Finance
Shri R.K. Arora Shakti Bhawan, Sector-6, Panchkula.
Director Technical
Shir R.C. Mahajan Shakti Bhawan, Sector-6, Panchkula
Director/ Projects
Shri. Harinder Kumar, IRS Special Secretary, Finance
Director 7th Floor, Room No. 43, Civil Secretariat Chandigarh
Shri Arun Kumar, IAS Director HERDA, SCO No. 48, Sector-26,
Director Chandigarh
Shri A.K. Rampal 3rd Floor, North Wing, Sewa Bhawan,
Director & Chief Engineer (PSPM Div.) R.K. Puram, New Delhi – 110066
Smt. Indu Shekhar Jha Project Power grid Corporation Limited
(Director)
Shri. Anurag Agarwal(IAS), Managing Director
Director HPGCL

Note: None of the above mentioned Director’s name is appearing in the RBI defaulter list and/ or
ECGC default list.

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iii. A brief summary of the business/ activities of the issuer and its line of business

The issuer of the bond, Haryana Vidyut Prasaran Nigam Ltd is a wholly owned Govt of Haryana
Power Transmission company having the status of State Transmission Utility under Section-39
of Electricity Act, 2003. The company is responsible for creating efficient transmission system in
the State of Haryana and act as a co-ordinator for transmission of power from generating source
to the demand areas. The company came into existence upon unbundling of erstwhile Haryana
State Electricity Board w.e.f. 14.8.1998.

At the end of FY 2011-12, the company is having the capital of Rs.1936.71 crore (including
Share application money), Reserves & Surplus of Rs. 247.58 crore and Accumulated profits of
Rs. 266.56 crore.

1.2 The company achieved financial turnaround in the year 2007-08 and in the year 2009-10,
the company was able to write off accumulated losses and entered in the profit zone.

1.3 The intra-state transmission losses of the company are around 2.68% which is
comparable with best performing similarly situated transmission utilities in the country.
The transmission system availability of the company is above 99% as against regulatory
benchmark of 98%.

1.4 The company is amongst few state transmission utilities having its own 400 KV
transmission network.

1.5 The company was first to award a PPP project in the State sector on DBFOT model with
viability gap funding. The project has been successfully commissioned which consist of
two 400 KV Sub Stations and 100 KMs of 400 KV transmission lines.

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iv. A brief history of the issuer since its incorporation giving details of its activities including
any reorganization, reconstruction or amalgamation, changes in its capital structure,
(authorized, issued and subscribed) and borrowings, if any.

Share Capital history of the Company from its incorporation (up to 31.03.2012)

Date of Name of the Allottees No. of Share Amount Cumulative
Allotment Equity ( Rs) Share Capital
Shares
(Rs. 1000/-
Each)
31.08.2000 Governor of Haryana 2228100 2228100000 2228100000
17.09.2001 Governor of Haryana 564400 564400000 2792500000
08.08.2002 Governor of Haryana 67000 67000000 2859500000
20.11.2003 Governor of Haryana 50000 50000000 2909500000
20.04.2005 Smt Sumitra Misra, IAS 01 1000 2909501000
05.05.2005 Governor of Haryana 35000 35000000 2944501000
28.09.2006 Governor of Haryana 259150 259150000 3203651000
20.02.2007 Governor of Haryana 570500 570500000 3774151000
31.07.2007 Governor of Haryana 1714600 1714600000 5488751000
30.10.2007 Governor of Haryana 25000 25000000 5513751000
30.10.2007 Governor of Haryana 2524100 2524100000 8037851000
29.08.2008 Governor of Haryana 727200 727200000 8765051000
29.08.2008 Sh/Shri Sanjeev Kaushal, IAS 01 1000 8765052000
22.04.2010 Governor of Haryana 1352700 1352700000 10117752000
10.06.2010 Sh/Shri Arun Kumar, IAS 01 1000 10117753000
17.08.2010 Governor of Haryana 2500700 2500700000 12618453000
03.01.2012 Sh/Shri Mahavir Singh, IAS 01 1000 12618454000
09.04.2012 Sh/Shri Ajit M Sharan, IAS 01 1000 12618455000
09.04.2012 Sh/Shri Tarun Bajaj, IAS 01 1000 12618456000
09.04.2012 Sh/Shri Anurag Aggarwal, IAS 01 1000 12618457000
Total 12618457 12618457000
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