PROSPECTUS
November 25, 2013
A MAHARATNA COMPANY
NTPC LIMITED (A Government of India Enterprise)
Our Company was originally incorporated in New Delhi on November 7, 1975 under the Companies Act, 1956 (Companies Act 1956) as a private limited company under the name,
National Thermal Power Corporation Private Limited. For information on changes in our Companys name and registered office, see History and Certain Corporate Matters on page 70.
Registered and Corporate Office: NTPC Bhawan, SCOPE Complex, 7, Institutional Area, Lodhi Road, New Delhi 110 003 Tel: (+91 11) 2436 0100; Fax: (+91 11) 2436 1018;
Website: www.ntpc.co.in; Executive Director & Company Secretary and Compliance Officer: Mr. A.K. Rastogi; Tel: (+91 11) 2436 0071; Fax: (+91 11) 2436 0241; E-mail:
[email protected]
THE PROMOTER OF OUR COMPANY IS THE PRESIDENT OF INDIA, ACTING THROUGH THE MINISTRY OF POWER, GOVERNMENT OF INDIA (GOI)
(MOP)
PUBLIC ISSUE BY NTPC LIMITED (COMPANY OR ISSUER OR NTPC) OF TAX-FREE SECURED REDEEMABLE NON-CONVERTIBLE BONDS OF FACE
VALUE OF ` 1,000 EACH, IN THE NATURE OF DEBENTURES HAVING TAX BENEFITS UNDER SECTION 10(15)(iv)(h) OF THE INCOME TAX ACT, 1961, AS AMENDED (INCOME TAX ACT AND SUCH BONDS, BONDS), FOR AN AMOUNT AGGREGATING UP TO ` 1,000 CRORE (BASE ISSUE SIZE) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UP TO ` 750 CRORE FOR ISSUANCE OF ADDITIONAL BONDS AGGREGATING TO A TOTAL OF UP TO ` 1,750 CRORE*, (ISSUE SIZE) IN FISCAL 2014 (ISSUE).
The Issue is being made under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (SEBI Debt Regulations) and
pursuant to Notification No. 61/2013.F.No.178/37/2013-(ITA.I) dated August 8, 2013 issued by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, GoI
(MoF) (CBDT Notification), by virtue of powers conferred on it under Section 10(15)(iv)(h) of the Income Tax Act.
*In terms of the CBDT Notification, our Company is authorized to raise a minimum of 70.00% of the Issue Size, by way of public issue and during the process of the public issue(s), our
Company may also, at its discretion, raise Bonds through private placement route for an amount not exceeding 30.00% of the Issue Size, wherein suitable amount shall be earmarked for
sovereign wealth funds, pension and gratuity funds. In case our Company issues bonds through private placement route, the amount of oversubscription that may be retained through
public issue shall stand reduced accordingly. Our Company shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in
fiscal 2014 shall, in aggregate, not exceed ` 1,750 crore. GENERAL RISKS
Investors are advised to read the risk factors carefully before making an investment decision in relation to the Issue. For making an investment decision, investors must rely on their own examination of
our Company and the Issue, including the risks involved. Specific attention is invited to Risk Factors on page 13 and Material Developments on page 122. This document has not been and will not
be approved by any regulatory authority in India, including the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), any registrar of companies or any stock exchange
in India.
ISSUERS ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus 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 Prospectus is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed
herein are honestly held and that there are no other material facts, the omission of which makes this Prospectus as a whole or any such information or the expression of any such opinions or intentions
misleading in any material respect.
CREDIT RATING
CRISIL Limited (CRISIL) has, by its letter (No. VK/CGS/NTPCLTD/JUN13/90014) dated June 3, 2013, assigned a rating of CRISIL AAA to the Bonds, and revalidated such rating by letter (No.
VK/NTPCL/SN26294) dated November 8, 2013. Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations and carry lowest credit
risk. These ratings are not a recommendation to buy, sell or hold securities, and investors should take their own decision. These ratings are subject to revision or withdrawal at any time by the assigning
rating agency (ies) and should be evaluated independently of any other ratings. Further, ICRA Limited (ICRA) has, by its letter (No. D/RAT/2013-14/N3/2) dated July 16, 2013, assigned a rating of
[ICRA] AAA (Stable) to the Bonds, and revalidated such rating by letter (No. D/RAT/2013-14/N3/3) dated November 8, 2013. Instruments with this rating are considered to have the highest degree of
safety regarding timely financing of obligations and carry lowest credit risk. For the rationale for these ratings, see Annexure B Credit Rating.
PUBLIC COMMENTS
The Draft Prospectus dated November 15, 2013 was filed with BSE Limited (BSE), being the Designated Stock Exchange, and the National Stock Exchange of India Limited (NSE) (together,
Stock Exchanges) pursuant to Regulation 6(2) of the SEBI Debt Regulations. The Draft Prospectus was uploaded by the Stock Exchanges on their respective websites, www.bseindia.com and
www.nseindia.com, and was open for public comments for 7 Working Days from the date of filing of the Draft Prospectus.
LISTING
The Bonds are proposed to be listed on BSE and NSE. We have obtained in-principle listing approvals for the Bonds by letter (No. DCS/SP/PI-BOND/11/13-14) dated November 23, 2013 from BSE and
letter (No. NSE/LIST/222467-Q) dated November 25, 2013 from NSE. The Designated Stock Exchange for the Issue is BSE.
LEAD MANAGERS
A. K. CAPITAL SERVICES LIMITED
30-39, Free Press House, 3rd Floor,
Free Press Journal Marg,
215, Nariman Point, Mumbai 400 021 Tel: (+91 22) 6754 6500/6634 9300
Fax: (+91 22) 6610 0594
Email: [email protected] Investor Grievance Email:
[email protected]
Website: www.akcapindia.com Contact Person: Mr. Mandeep Singh/Mr.
Lokesh Singhi
Compliance Officer: Mr. Vikas Agarwal
SEBI Registration No.: INM000010411
AXIS CAPITAL LIMITED
1st Floor, Axis House, C-2 Wadia
International Centre, P.B. Marg, Worli,
Mumbai 400 025 Tel: (+91 22) 4325 2525
Fax: (+91 22) 4325 3000
E-mail: [email protected] Investor Grievance Email:
[email protected]
Website: www.axiscapital.co.in Contact Person: Mr. Akash Aggarwal
Compliance Officer: Mr. M. Natarajan
SEBI Registration No.: INM000012029
ICICI SECURITIES LIMITED
ICICI Centre, H.T. Parekh Marg, Churchgate,
Mumbai 400 020
Tel: (+91 22) 2288 2460 Fax: (+91 22) 2282 6580
Email: [email protected]
Investor Grievance Email: [email protected]
Website: www.icicisecurities.com
Contact person: Mr. Mangesh Ghogle/Mr. Sumit Agarwal
Compliance Officer: Mr. Subir Saha
SEBI Registration No.: INM000011179
KOTAK MAHINDRA CAPITAL
COMPANY LIMITED
27 BKC, 1st Floor, Plot No. C 27, G Block,
Bandra Kurla Complex, Bandra (East), Mumbai 400 051
Tel: (+91 22) 4336 0000
Fax: (+91 22) 67132447 E-mail: [email protected]
Investor Grievance: E-mail:
[email protected]; Website: www.investmentbank.kotak.com
Contact Person: Mr. Ganesh Rane
Compliance Officer: Mr. Ajay Vaidya
SEBI Registration Number: INM000008704
SBI CAPITAL MARKETS
LIMITED
202, Maker Tower E, Cuffe Parade,
Mumbai 400 005 Tel: (+91 22) 2217 8300
Fax: (+91 22) 2218 8332
Email: [email protected] Investor Grievance Email:
[email protected]
Website: www.sbicaps.com Contact person: Ms. Shikha
Agarwal/Mr. Nithin Kanuganti
Compliance Officer: Mr. Bhaskar
Chakraborty SEBI Registration No.: INM000003531
REGISTRAR TO THE ISSUE BOND TRUSTEE#
KARVY COMPUTERSHARE PRIVATE LIMITED Plot No. 17 to 24, Vithalrao Nagar, Madhapur, Hyderabad 500 081
Tel: (+91 40) 4465 5000;Fax: (+91 40) 2343 1551;E-mail: [email protected]; Investor Grievance Email:
[email protected]; Website: http://karisma.karvy.com;
Contact Person: Mr. M. Murali Krishna; SEBI Registration Number: INR000000221
IL&FS TRUST COMPANY LIMITED The IL&FS Financial Centre, Plot C 22, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
Tel: (+91 22) 2653 3908;Fax: (+91 22) 2653 3297;Email: [email protected]; Investor Grievance Email:
[email protected] Website: www.itclindia.com;
Contact Person: Senior Vice President; SEBI Registration No.: IND000000452
ISSUE PROGRAMME**
ISSUE OPENS ON ISSUE CLOSES ON
DECEMBER 3, 2013 DECEMBER 16, 2013
** The Issue shall remain open for subscription from 10 A.M. to 5 P.M (Indian Standard Time). during the period indicated above with an option for early closure/extension as may be decided by the board of directors of our Company or a
duly constituted committee thereof, including the Committee of the Board for Allotment and Post-Allotment Activities of NTPCs securities and the Committee
