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  • PRIVATE & CONFIDENTIAL NOT FOR CIRCULATION

    RURAL ELECTRIFICATION CORPORATION LIMITED

    (A Government of India Undertaking) Regd Office: Core-4, SCOPE Complex, 7 Lodhi Road, New Delhi 110003

    Tel.: 011-24361320, 43091527, Fax. 011-24368553, Toll Free No. 1800 200 1333

    E-mail : investorcell@recl.nic.in Website : www.recindia.nic.in & www.recindia.com

    TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE

    SBICAP Trusteeship Company Ltd.

    Registered Office

    202, Maker Tower E, Cuffe Parade, Mumbai- 400005

    RCMC Share Registry (P) Ltd.

    Registered Office

    B-25/1, First Floor, Okhla Industrial Area, Phase-II, New Delhi-110020

    List of Mobilizers to the issue: visit at http://www.recindia.nic.in/download/List_Mobilisors.pdf,

    BANKERS TO THE ISSUE

    HDFC BANK CANARA BANK

    IDBI BANK INDUSIND BANK

    YES BANK ICICI BANK

    AXIS BANK

    For list of branches of the Bankers to the issue:

    http://www.recindia.nic.in/download/Collect_Bank_Branch.pdf

    IIINNNFFFOOORRRMMMAAATTTIIIOOONNN MMMEEEMMMOOORRRAAANNNDDDUUUMMM

    PRIVATE PLACEMENT OF NON-CONVERTIBLE REDEEMABLE TAXABLE BONDS IN THE

    NATURE OF DEBENTURES OF Rs. 10,000/- EACH FOR CASH AT PAR ON ON TAP BASIS WITH

    BENEFITS UNDER SECTION 54EC OF THE INCOME TAX ACT, 1961, SERIES X (BONDS), FOR

    LONG TERM CAPITAL GAIN OF Rs. 1,000 CRORE PLUS GREEN SHOE OPTION TO RETAIN

    OVERSUBSCRIPTION .

  • TABLE OF CONTENTS

    I. DISCLAIMER .......................................................................................................................................................................... 1

    II. DEFINITIONS/ ABBREVIATIONS ................................................................................................................................... 2

    III. ISSUE HIGHLIGHTS .............................................................................................................................................................. 3

    IV. NAME AND ADDRESS OF REGISTERED/ HEAD OFFICE OF THE ISSUER .................................................... 4

    V. OUR MANAGEMENT ............................................................................................................................................................ 5

    VI. MANAGEMENT PERCEPTION OF RISK FACTORS .................................................................................................. 7

    VII. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC. .................................. 17

    VIII. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS ...................... 23

    IX. BRIEF CORPORATE HISTORY OF OUR COMPANY, CHANGES IN THE REGISTERED AND CORPORATE OFFICE, MAJOR EVENTS, MILESTONES, AND SUBSIDIARIES ............................................... 25

    X. CAPITAL STRUCTURE ........................................................................................................................................................ 29

    XI. SUMMARY TERM SHEET FOR CAPITAL GAIN TAX EXEMPTION BOND SERIES X ................................. 32

    XII. TERMS OF OFFER ................................................................................................................................................................ 34

    XIII. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS ........................ 42

    XIV. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE................................................ 43

    XV. PERMISSION / CONSENT FROM PRIOR CREDITORS ........................................................................................... 44

    XVI. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER ....................................................................................................................................................................................... 45

    XVII. DECLARATION ...................................................................................................................................................................... 46

    ANNEXURES ............................................................................................................................................................................ 47

    List of Address of REC's Zonal and Project Offices

    Financial Information

    Copy of Board resolution dated March 13, 2015 and special resolution dated September 18, 2014

    Consent of Trustee

    Credit Rating Letter

    Application Form

  • INFORMATION MEMORANDUM

    1

    PRIVATE & CONFIDENTIAL

    I. DISCLAIMER

    This Information Memorandum is neither a Prospectus nor a statement in lieu of Prospectus. It does not and shall not deem to constitute an offer or an invitation to the Public to subscribe to the Capital Gain Bonds issued by Rural Electrification Corporation Limited (REC or Company or Issuer). This Information Memorandum is not intended for distribution and is for the consideration of the person to whom it is addressed and should not be reproduced/ redistributed by the recipient. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same entity shall be deemed to be offered to the same person. The bonds mentioned herein are being issued strictly on a private placement basis and this offer does not and shall not deem to constitute a public offer/invitation. This Information Memorandum 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 REC. This Information Memorandum has been prepared to give general information regarding REC to parties proposing to invest in this issue of Bonds and it does not purport to contain all the information that any such party may require. REC believes that the information provided in this Information Memorandum as of the date hereof is true and correct in all respects. REC and the Mobilizers do not undertake to update this Information Memorandum to reflect subsequent events and thus, it should not be relied upon without first confirming its accuracy with REC. Potential investors are required to make their own independent evaluation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risks of investing in the Bonds. It is the responsibility of potential investors to have obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility of the potential investors to verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in force. Potential investors should conduct their own investigation, due diligence and analysis before applying for the Bonds. Potential investors should not rely solely on information in the Information Memorandum or by the Mobilizers nor would providing of such information by the Mobilizers be construed as advice or recommendation by the Issuer or by the Mobilizers to subscribe to and purchase the Bonds. Potential investors also acknowledge that the Mobilizers do not owe them any duty of care in respect of their offer to subscribe for and purchase of the Bonds It is the responsibility of potential investors to also ensure that they will sell these Bonds in strict accordance with this Information Memorandum and other applicable laws, and that the sale does not constitute an offer to the public within the meaning of the Companies Act, 2013. Potential investors should also consult their own tax advisors on the tax implications of the acquisitions, ownership, sale and redemption of Bonds and income arising thereon. REC reserves the right to withdraw the Private Placement prior to the closing date at its discretion. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money, if any This Information Memorandum is issued by REC and is signed by its authorized signatory.

    Sd/-

    (Vijay KUMAR ) Dy. General Manager (Finance)

    Rural Electrification Corporation Limited New Delhi Dated: April 6, 2015

  • INFORMATION MEMORANDUM

    2

    PRIVATE & CONFIDENTIAL

    II. DEFINITIONS/ABBREVIATIONS

    Issuer Related Terms

    The Corporation/REC/

    Issuer/Company

    Rural Electrification Corporation Limited, incorporated on July 25, 1969 under the Companies Act, 1956

    Issue/Offer/Private

    Placement

    Private Placement of Non-Convertible, Redeemable, Taxable, Bonds in the nature of debentures with benefits under Section 54EC of the Income Tax Act, 1961 for Long Term Capital Gains

    The Act/Companies Act The Companies Act, 2013

    The Bond(s) Non-Convertible Redeemable Taxable Bonds in the nature of the debentures with benefits under Section 54EC of the Income Tax Act, 1961 for Long Term Capital Gains

    Bondholder The holder of the Bonds

    DP/Depository Participant Depository Participant as defined under the Depositories Act, 1996

    Registered Bondholder Bondholder whose name appears in the register of Bondholders maintained by the Corporation or its Registrar (in case of investors opting for physical certificates) and beneficial owners (in case of investors opting for demat option)

    Registrar M/s RCMC Share Registr

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