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Serial No.: [______]
Addressed to: _________________________________
Private & Confidential –For Private Circulation Only
Shelf Disclosure Document dated June 5, 2017
NATIONAL HIGHWAYS AUTHORITY OF INDIA
(An Autonomous Body under the Ministry of Road Transport & Highways, Government of India)
(Constituted on June 15, 1989 by an Act of Parliament - The National Highways Authority of India Act, 1988)
Head Office: G - 5 & 6, Sector 10, Dwarka, New Delhi – 110075
Tel: (011) 25074100, 25074200; Fax: +91-11-25093517, 25093515
Website: www.nhai.org; E-mail: [email protected]
(This Shelf Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus. This Shelf Disclosure
Document is 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 from time to
time. This Shelf Disclosure Document is to be read with relevant Tranche-IM)
(PRIVATE & CONFIDENTIAL)
SHELF DISCLOSURE DOCUMENT DATED JUNE 5, 2017
SHELF DISCLOSURE DOCUMENT FOR PRIVATE PLACEMENT OF SECURED, NONCONVERTIBLE, NON-CUMULATIVE,
REDEEMABLE, TAXABLE BONDS IN THE NATURE OF DEBENTURES OF FACE VALUE OF RS.10 LAKHS EACH FOR AN AMOUNT
AGGREGATING TO RS. 53,279 CRORE IN ONE OR MULTIPLE TRANCHES BY NATIONAL HIGHWAYS AUTHORITY OF INDIA
(“NHAI” OR THE “ISSUER” OR THE “AUTHORITY”)
TRUSTEE FOR THE BONDHOLDERS REGISTRAR TO THE ISSUE
SBICAP Trustee Company Limited Beetal Financial & Computer Services (P) Ltd.
Apeejay House, 6th Floor 99, Beetal House, Madangir,
West Wing, 3, DinshawWachha Road Behind Local Shopping Centre
Churchgate Near Harsukhdas Mandir
Mumbai - 400 020 New Delhi - 110062
Tel: (022) 43025555 Tel: 011-29961281-83
Fax: +91-22-43025500 Fax: 011-29961284
E-mail: [email protected] E-mail: [email protected]
2
LISTING
The Bonds are proposed to be listed on Wholesale Debt Market (“WDM”) segment of BSE Limited (“BSE”).
This taxable bond issue is being made on a private placement basis. It is not and should not be deemed to constitute an
offer to the public in general. It cannot be accepted by any person other than to whom it has been specifically addressed.
The contents of this Disclosure document for private placement are not transferrable and are intended to be used by the
parties to whom it is distributed. It is not intended for distribution to any other person and should not be copied /
reproduced by the recipient for any person whatsoever.
The information contained in this Disclosure document has certain forward looking statements. Actual result may vary
materially from those expressed or implied, depending upon economic conditions, government policies and other factors.
Any opinion expressed is given in good faith but is subject to change without notice. No liability is accepted whatsoever for
any direct or consequential loss arising from the use of the document.
NHAI does not undertake to update this Disclosure document for Private Placement to reflect subsequent events and thus
it should not be relied upon without first confirming the accuracy of such events with the Authority.
3
TABLE OF CONTENTS
SECTION CLAUSE PARTICULARS PAGE NO
I. DISCLAIMER 6-8
1. DISCLAIMER OF THE ISSUER 6
2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA 7
3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE 7
4. DISCLAIMER OF THE STOCK EXCHANGE 8
II. DEFINITIONS/ ABBREVIATIONS 9-10
III.
ISSUER INFORMATION 11-13
1. NAME OF THE ISSUER 11
2. HEAD OFFICE 11 3. TEL. 11 4. FAX 11 5. WEBSITE 11 6. E-MAIL 11 7. COMPLIANCE OFFICER FOR THE ISSUE 11 8. CHIEF FINANCIAL OFFICEROF THE ISSUER 11 9. ARRANGERS TO THE ISSUE 11 10. TRUSTEES FOR THE BONDHOLDERS 12
11. REGISTRAR TO THE ISSUE 12
12. CREDIT RATING AGENCIES 12
13. SATUTORY AUDITORS 13
IV. DETAILS OF MEMBERS OF THE ISSUER 14-15
1. MEMBERS OF THE BOARD OF THE ISSUER 14
2. CHANGES IN MEMBERS OF THE BOARD OF THE ISSUER SINCE LAST THREE
YEARS
15
V. DETAILS OF STATUTORY AUDITOR OF THE ISSUER 16
1. STATUTORY AUDITOR OF THE ISSUER 16
2. CHANGE IN STATUTORY AUDITOR OF THE ISSUER SINCE LAST THREE YEARS 16
VI. MANAGEMENT PERCEPTION OF RISK FACTORS 17-19
1. INTERNAL RISKS 17
2. RISKS RELATING TO THE UTILIZATION OF ISSUE PROCEEDS 18
3. RISKS RELATING TO INVESTMENT IN BONDS 18
4. EXTERNAL RISK FACTORS 19
VII. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 20-35
1. OVERVIEW 20
2. STRENGTHS 22
3. STRATEGIES 24
4. OUR PROJECTS 25
5. FINANCING 29
6. PUBLIC PRIVATE PARTNERSHIP (“PPP”) IN HIGHWAY DEVELOPMENT 30
7. RELATIONSHIP WITH THE GOVERNMENT 32
8. CORPORATE STRUCTURE 34
9. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3
AUDITED YEARS
35
10. GROSS BORROWINGS OF THE ISSUER 35
11. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW
PROJECTS
35
VIII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY
REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL
STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS
36-56
1. BRIEF BACKGROUND 36
2. CHANGE IN HEAD OFFICE 36
3. VISION 36
4. MAIN OBJECTS 36
5. MAJOR EVENTS 36
6. HOLDING COMPANY 37
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7. THE PROMOTER 37
8. SUBSIDIARIES/ JOINT VENTURE COMPANIES 38
9. CAPITAL STRUCTURE 39
10. CAPITAL HISTORY 39
11. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 43
12. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR 43
13. DISCLOSURES PERTAINING TO WILFUL DEFAULT 43
14. SHAREHOLDING PATTERN OF THE ISSUER 43
15. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER 43
16. PROMOTER HOLDING IN THE ISSUER 43
17. BORROWINGS OF THE ISSUER
A) DEBT OUTSTANDING
B) TERMS OF ASSETS CHARGED AS SECURITY
C) NON-CONVERTIBLE BONDS/ DEBENTURES
D) TOP 10 BONDHOLDERS OF THE ISSUER
43
18. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF
VARIOUS COUNTER PARTIES INCLUDING ITS SUBSIDIARIES, JOINT VENTURE
ENTITIES, GROUP COMPANIES ETC.
56
19. COMMERCIAL PAPER ISSUED BY THE ISSUER 56
20. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY
CONVERTIBLE BONDS (“FCCBs”), OPTIONALLY CONVERTIBLE BONDS/
DEBENTURES/ PREFERENCE SHARES)
56
21. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR
DELAY(S) IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM
LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING
CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS
56
22. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION
OTHER THAN CASH, WHETHER IN WHOLE OR PART, AT A PREMIUM OR
DISCOUNT, OR IN PURSUANCE OF AN OPTION
56
23. AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF
THE ISSUER
56
24. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE 56
IX. SUMMARY TERM SHEET 57-60
X. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF
ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGES WHERE
SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY,
YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE AND EFFECTIVE YIELD FOR
INVESTOR)
61-72
1. ISSUE SIZE 61
2. ELIGIBILITY TO COME OUT WITH THE ISSUE 61
3. REGISTRATION AND GOVERNMENT APPROVALS 61
4. AUTHORITY FOR THE ISSUE 61
5. OBJECTS OF THE ISSUE 61
6. UTILISATION OF ISSUE PROCEEDS 61
7. MINIMUM SUBSCRIPTION 62
8. UNDERWRITING 62
9. NATURE OF BONDS 62
10. FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTOR 62
11. SECURITY 62
12. TERMS OF PAYMENT 62
13. DEEMED DATE OF ALLOTMENT 62
14. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE
OF LETTER(S) OF ALLOTMENT
62
15. ISSUE OF BOND CERTIFICATE(S) 63
16. DEPOSITORY ARRANGEMENTS 63
17. PROCEDURE FOR APPLYING FOR DEMAT FACILITY 63
18. FICTITIOUS APPLICATIONS 64
19. MARKET LOT 64
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20. TRADING OF BONDS 64
21. MODE OF TRANSFER OF BONDS 64
22. BASIS OF ALLOCATION / ALLOTMENT 64
23. COMMON FORM OF TRANSFER 64
24. INTEREST ON APPLICATION MONEY 64
25. INTEREST ON THE BONDS 65
26. COMPUTATION OF INTEREST 65
27. RECORD DATE 65
28. DEDUCTION OF TAX AT SOURCE 65
29. PUT & CALL OPTION 65
30. REDEMPTION 65
31. ADDITIONAL COVENANTS 66
32. SETTLEMENT/ PAYMENT ON REDEMPTION 66
33. EFFECT OF HOLIDAYS 66
34. LIST OF BENEFICIAL OWNERS 68
35. SUCCESSION 68
36. WHO CAN APPLY 68
37. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS 69
38. DOCUMENTS TO BE PROVIDED BY INVESTORS 69
39. HOW TO APPLY 69
40. FORCE MAJEURE 70
41. APPLICATIONS UNDER POWER OF ATTORNEY 70 42. APPLICATION BY MUTUAL FUNDS 70 43. ACKNOWLEDGEMENTS 70 44. RIGHT TO ACCEPT OR REJECT APPLICATIONS 71
45. PAN 71 46. SIGNATURES 71 47. NOMINATION FACILITY 71 48. RIGHT OF BONDHOLDER(S) 71 49. MODIFICATION OF RIGHTS 71 50. FUTURE BORROWINGS 71 51. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”) 72
52. NOTICES 72
53. JOINT-HOLDERS 72
54. DISPUTES & GOVERNING LAW 72
55. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL 72
XI. CREDIT RATING FOR THE BONDS 73
XII. TRUSTEES FOR THE BONDHOLDERS 73
XIII. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED 75
XIV. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER 75
XV. DECLARATION 76
XVI. ANNEXURES 77-94
1. FINANCIAL INFORMATION OF THE ISSUER 77
LIMITED REVIEW FINANCIAL AS ON MARCH 31, 2017
LIMITED REVIEW FINANCIAL AS ON SEPTEMBER 30, 2016
AUDITED FINANCIALS including Auditors’ Qualifications are also available on
NHAI website
2. COPY OF RATING LETTER FROM INDIA RATING & RESEARCH PRIVATE LIMITED 88
3. COPY OF RATING LETTER FROM CRISIL LIMITED 90
4. COPY OF RATING LETTER FROM ICRA LIMITED 91
5. COPY OF RATING LETTER FROM CREDIT ANALYSIS AND RESEARCH LIMITED 92
6. COPY OF CONSENT LETTER FROM SBICAP TRUSTEE COMPANY LIMITED 94
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I. DISCLAIMER
1. DISCLAIMER OF THE ISSUER
This Shelf Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus). This Shelf Disclosure
Document is 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 from time to
time. This Shelf Disclosure Document does not constitute an offer to public in general to subscribe for or otherwise
acquire the Bonds to be issued by National Highways Authority of India (“NHAI” or the “Issuer” or the “Authority”). This
Disclosure Documents for the exclusive use of the addressee and it should not be circulated or distributed to third
party(ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to
the Bonds issued by the Issuer. This bond issue is made strictly on private placement basis. Apart from this Disclosure
Document, no offer document or prospectus has been prepared in connection with the offering of this bond issue or in
relation to the issuer.
This Disclosure Document does not intended to form the basis of evaluation for the prospective subscribers to whom it is
addressed and who are willing and eligible to subscribe to the bonds issued by NHAI. This Disclosure Document has been
prepared to give general information regarding NHAI 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. NHAI believes that the information contained in
this Disclosure Document is true and correct as of the date hereof. NHAI does not undertake to update this Disclosure
Document to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy
of any information contained herein with NHAI. However, NHAI reserves its right for providing the information at its
absolute discretion. NHAI accepts no responsibility for statements made in any advertisement or any other material land
anyone placing reliance on any other source of information would be doing so at his own risk and responsibility.
Prospective subscribers must 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 risk of investing in Bonds. It
is the responsibility of the prospective subscriber 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 prospective subscriber to
verify if they have necessary power and competence to apply for the Bonds under the relevant laws and regulations in
force. Prospective subscribers should conduct their own investigation, due diligence and analysis before applying for the
Bonds. Nothing in this Shelf Disclosure Document should be construed as advice or recommendation by the Issuer or by
the Arrangers to the Issue to subscribers to the Bonds. The prospective subscribers also acknowledge that the Arrangers to
the Issue do not owe the subscribers any duty of care in respect of this private placement offer to subscribe for the bonds.
Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding,
ownership and redemption of these Bonds and matters incidental thereto.
This Shelf Disclosure Document is not intended for distribution. It is meant for the consideration of the person to whom it
is addressed and should not be reproduced by the recipient. The securities mentioned herein are being issued on private
placement basis and this offer does not constitute a public offer/invitation.
A Shelf Disclosure Document shall be accompanied by a relevant Tranche IM, application form serially numbered and
addressed specifically to the person to whom the offer is made and shall be sent to him, either in writing or in electronic
mode, within thirty days of recording the names of such persons.
The Issuer reserves the right to withdraw the private placement of the bond issue prior to the issue closing date(s) in the
event of any unforeseen development adversely affecting the economic and regulatory environment or any other force
majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if
any, along with interest payable on such application money, if any.
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2. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA
This Shelf Disclosure Document shall not be filed with Securities & Exchange Board of India (“SEBI”) for their approval. The
Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this
Disclosure Document. It is to be distinctly understood that this Disclosure 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 Disclosure Document. The Issue of Bonds being made on private placement
basis, filing of this Disclosure Document is not required with SEBI. However SEBI reserves the right to take up at any point
of time, with the Issuer, any irregularities or lapses in this Disclosure Document.
3. DISCLAIMER OF THE ARRANGERS TO THE ISSUE
The role of the Arranger in the assignment is confined to marketing and placement of the Debentures/Bonds (Debentures
and Bonds have been used interchangeably in this Disclaimer) on the basis of this Disclosure Document/relevant Tranche
IM (hereinafter collectively referred to as “Information Memorandum”) as prepared by the Issuer. The Arranger has
neither scrutinized nor vetted nor reviewed nor has it done any due-diligence for verification of the contents of this
Information Memorandum. The Arranger shall use this Information Memorandum for the purpose of soliciting
subscription(s) from Eligible Investors in the Debentures to be issued by the Issuer on a private placement basis. It is to be
distinctly understood that the use and distribution of this Information Memorandum by the Arranger should not in any
way be deemed or construed to mean that the Information Memorandum has been endorsed by the Arranger in any
manner.
It is responsibility of the Issuer to comply with all laws, rules and regulations and obtain all regulatory, governmental,
corporate and other necessary approvals for the issuance of the Bonds. The Arranger has not verified whether the
regulatory requirements have been fulfilled and necessary approvals have been obtained by the Issuer.
The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The
Issuer confirms that all the information contained in this Information Memorandum has been provided by the Issuer or is
from publicly available information, the use of which isn’t regulated or prohibited by applicable law or regulation relating
to insider dealing or otherwise and that such information has not been independently verified by the Arranger.
No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be
accepted, by the Arranger or any of their employees, directors or their Affiliates for the accuracy, completeness,
reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained
therein, and the Arranger hereby expressly disclaims any responsibility or liability to the fullest extent for the contents of
this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this
Information Memorandum or any information or errors contained therein or any omissions there from. Neither Arranger
and its affiliates, nor its directors, employees, agents or representatives shall be liable for any damages whether direct or
indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with
the use of this document. By accepting this Information Memorandum, the Eligible Investor accepts this Disclaimer of the
Arranger, which forms an integral part of this Information Memorandum and agrees that the Arranger will not have any
such liability.
The Eligible Investors should carefully read this Shelf Disclosure Document along with relevant tranche IM. This
Information Memorandum is for general information purposes only, without regard to specific objectives, suitability,
financial situations and needs of any particular person and does not constitute any recommendation and the Eligible
Investors are not to construe the contents of this Shelf Disclosure Document as investment, legal, accounting, regulatory
or tax advice, and the Eligible Investors should consult with its own advisors as to all legal, accounting, regulatory, tax,
financial and related matters concerning an investment in the Bonds. This Information Memorandum should not be
construed as an offer to sell or the solicitation of an offer to buy, purchase or subscribe to any securities mentioned
therein, and neither this document nor anything contained herein shall form the basis of or be relied upon in connection
with any contract or commitment whatsoever.
8
This Information Memorandum is confidential and is made available to potential investors in the Bonds on the
understanding that it is confidential. Recipients are not entitled to use any of the information contained in this
Information Memorandum for any purpose other than in assisting to decide whether or not to participate in the Bonds.
This document and information contained herein or any part of it does not constitute or purport to constitute investment
advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by
the recipient without the prior written approval from the Arranger and the Issuer. This Information Memorandum has not
been approved and will or may not be reviewed or approved by any statutory or regulatory authority in India or by any
Stock Exchange in India. This document may not be all inclusive and may not contain all of the information that the
recipient may consider material.
Please note that:
(a) The Arranger and/or their affiliates may, now and/or in the future, have other investment and commercial
banking, trust and other relationships with the Issuer and other entities related to the Issuer;
(b) As a result of those other relationships, the Arranger and/or their affiliates may get information about the Issuer
and/or the Issue or that may be relevant to any of them. Despite this, the Arranger and/or their affiliates will not
be required to disclose such information, or the fact that it is in possession of such information, to any recipient
of this Information Memorandum;
(c) The Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships under
which it, or they, may exercise voting power over securities of various persons. Those securities may, from time
to time, include securities of the Issuer;
(d) The Arranger and/or their affiliates may exercise such voting powers, and otherwise perform its functions in
connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the
securities;
(e) The Arranger is not acting as trustee or fiduciary for the investors or any other person; and
(f) The Arranger is under no obligation to conduct any "know your customer" or other procedures in relation to any
person.
Nothing in this Information Memorandum constitutes an offer of securities for sale in the United States of America or any
other jurisdiction where such offer or placement would be in violation of any law, rule or regulation. No action is being
taken to permit an offering of the bonds in the nature of debentures or the distribution of this Information Memorandum
in any jurisdiction where such action is required. The distribution/taking/sending/dispatching/transmitting of this
Information Memorandum and the offering and sale of the Bonds may be restricted by law in certain jurisdictions, and
persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
4. DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Shelf Disclosure Document shall be submitted to BSE Limited (hereinafter referred to as “BSE”)
for hosting the same on its website. It is to be distinctly understood that such submission of the Disclosure Document with
BSE or hosting the same on its website should not in any way be deemed or construed that the Disclosure 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 Disclosure 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 Issuer. 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.
9
II. DEFINITIONS/ ABBREVIATIONS
AY Assessment Year
Allotment/ Allot/
Allotted
The issue and allotment of the Bonds to the successful Applicant(s) in the Issue
Allottee A successful Applicant to whom the Bonds are allotted pursuant to the Issue, either in full or in part
Applicant/Investor A person who makes an offer to subscribe the Bonds pursuant to the terms of this Disclosure
Document and the Application Form
Application Form The form in terms of which the Applicant shall make an offer to subscribe to the Bonds and which
will be considered as the application for allotment of Bonds in the Issue
Bondholder(s) Any person holding Bonds and whose name appears on the beneficial owners listprovided by the
Depositories
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 of Section 2 of the Depositories Act, 1996)
Members of the Board The Members of the Board of National Highways Authority of India or Committee thereof
BSE/ Designated Stock
Exchange
BSE Limited being the stock exchange in which Bonds of the Issuer are proposed to be listed
Record Date Reference date for payment of interest/ repayment of principal
CAR Capital Adequacy Ratio
CAG Comptroller and Auditor General of India
IRRPL India Ratings and Research Private Limited
ICRA Investment Information and Credit Rating Agency of India Limited
CDSL Central Depository Services (India) Limited
CCEA Cabinet Committee on Economic Affairs
CRISIL Credit Rating Information Services of India Limited
CARE Credit Analysis and Research Limited
Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996,
as amended from time to time
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository Participant A Depository participant as defined under Depositories Act
DP Depository Participant
DRR Bond/ Debenture Redemption Reserve
EPS Earnings Per Share
FIs Financial Institutions
FIIs/ FPIs Foreign Institutional Investors / Foreign Portfolio Investors
Financial Year/ FY Period of twelve months ending March 31, of that particular year
GoI/ GOI Government of India/ Central Government
Trustees Trustees for the Bondholders in this case being SBICAP Trustee Company Limited
Issuer/ NHAI/Authority National Highways Authority of India, an autonomous body under the Ministry of Road Transport &
Highways, Government of India, constituted by an act of Parliament - The National Highways
Authority of India Act, 1988 and having its head office at G - 5 & 6, Sector 10, Dwarka, New Delhi –
110075
I.T. Act The Income Tax Act, 1961, as amended from time to time
Km kilo meter
MF Mutual Fund
MoF Ministry of Finance
NECS National Electronic Clearing Service
NEFT National Electronic Funds Transfer
NSDL National Securities Depository Limited
NHDP National Highways Development Programme
PAN Permanent Account Number
GIR General Index Registration Number
Rs./ INR Indian National Rupee
RBI Reserve Bank of India
RTGS Real Time Gross Settlement
Registrar Registrar to the Issue, in this case being Beetal Financial & Computer Services (P) Ltd.
SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992
10
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time
SEBI Debt Regulations 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 from time
to time.
TDS Tax Deducted at Source under provisions of the I.T. Act
Tranche IM Information Memorandum issued under this Shelf Disclosure Document containing necessary
terms and conditions of the specific issue and other necessary disclosure
Companies Act, 2013 Companies Act, 2013, to the extent notified by the MCA and in force as of the date of this
Disclosure Document
Companies Act 1956 Companies Act, 1956 to the extent applicable as of the date of this Disclosure Document
Companies Act Companies Act 1956, as superseded and substituted by notified provisions of the Companies Act
2013
The Act The National Highways Authority of India Act, 1988 (“NHAI Act”)
11
III. ISSUER INFORMATION
Name of the Issuer : National Highways Authority of India
Head Office : G - 5 & 6, Sector - 10, Dwarka, New Delhi - 110075
Tel. : (011)25074100, 25074200
Fax : +91-11-25093507
Website : www.nhai.org
E-mail : [email protected]
Compliance Officer* for : Mr. S. K. Chauhan
the Issue Manager (Finance & Accounts)
National Highways Authority of India
Head Office
G - 5&6, Sector 10
Dwarka
New Delhi - 110075
Tel: (011) 25074100, 25074200
E-mail: [email protected]
* The investors can contact the Compliance Officer in case of any pre-issue/ post-issue related problems such as non-credit
of letter(s) of allotment/ bond certificate(s) in the demat account etc.
Chief Financial OfficerMr. Rohit Kumar Singh, IAS
of the Issuer* Member (Finance)
National Highways Authority of India
Head Office
G - 5&6, Sector 10
Dwarka
New Delhi - 110075
Tel.: (011) 25074100, 25074200
Fax: (011) 25076530
E-mail: [email protected]
* The Issuer does not have a designated Chief Financial Officer. The finance function is headed by Mr. Rohit Kumar Singh,
IAS, who is the Member (Finance) of the Issuer, whose particulars are given above.
Arrangers to the Issue :
12
Trustees for the : SBICAP Trustee Company Limited
Bondholders Apeejay House, 6th Floor
West Wing, 3, DinshawWachha Road
Churchgate
Mumbai - 400 020
Tel: (022) 43025555
Fax: +91-22-43025500
E-mail: [email protected]
Registrar to the : M/s Beetal Financial & Computer Services (P) Ltd.
Issue 99, Beetal House, Madangir,
Behind Local Shopping Centre
Near Harsukhdas Mandir
New Delhi-110062
Tel :011-29961281-83
Fax:011-29961284
Email: [email protected]
Credit Rating : India Ratings & Research Private Limited
Agencies A Fitch Group Company
Wockhardt Tower, Level 4, West Wing
BandraKurla Complex, Bandra (E)
Mumbai - 400051
Tel: (022) 40001700
Fax: (022) 40001701
E-mail: [email protected]
Website: www.indiaratings.co.in
Credit Analysis and Research Limited
13th floor, E-1 Videocon Towers,
Jhandewala extansion , New Delhi 110055
Tel:(011) 45333201
Fax: (011) 45333238
E-mail: [email protected]
Website: www.careratings.com
CRISIL Limited
Registered Office
CRISIL House
Central Avenue
Hiranandani Business Park
Powai, Mumbai - 400 076
Tel. : (022) 33423000
Fax : +91-22-334230 50
E-mail : [email protected]
Website: www.crisil.com
ICRA Limited
Registered Office
1105, Kailash Building
11th Floor, 26, Kasturba Gandhi Marg
New Delhi—110001
Tel : (011) 23357940-50
Fax : +91-11-23357014
E-mail : [email protected]
Website : www.icra.in
13
Stautory Auditors : Comptroller and Auditor General of India
Indian Audit & Accounts Department
Office of the Principal Director of Commercial Audit &
Ex-Officio Member, Audit Board - 1
3rd Floor, A-Wing
Indraprastha Bhawan
New Delhi - 110002
Tel: (011) 23378473
Fax: (011) 23378432
E-mail: [email protected]
14
IV. DETAILS OF MEMBERS OF THE ISSUER
1. MEMBERS OF THE BOARD OF THE ISSUER
The composition of the Members of the Board of the Issuer as on date of this Disclosure Document is as under:
Sr.
No.
Name and
Designation
Age
(in years)
Address Member of the
Board since
Other Directorships
Full Time Board Members
1. Shri Yudhvir Singh Malik, IAS
Chairman 57 C-1/61, Bapa Nagar,
Behind Delhi High Court,
New Delhi-110003
28.11.2016 None
2. Shri Rohit Kumar Singh, IAS 52 B-4, Tower- 6, New Moti
Bagh, New Delhi -21
21.12.2016 Managing Director
IHMC Ltd.
3. Shri R.K.Pandey
Member (Projects) 55 E-201, Jagran
Apartment, Plot No. 17,
Sector 22, Dwarka,
New Delhi – 110075
04.11.2015 None
4. Shri A.K. Singh
Member (Projects) 49 21, Officers Enclave,
S.P.Marg, New Delhi-
110023
12.02.2016 None
5. Shri Niraj Verma, IAS
Member (PPP) 47 D-1/110, Rabindra Nagar,
New Delhi - 110003
14.03.2016 None
6. Shri D O Tawade
Member (Technical) 59 C block, Multi storied
flats, C-7/3 Sector 13,
R K Puram, New Delhi-
110066
30.08.2016 None
7. Mrs. Veena Ish, IAS
Member (Admin) 57 A-4, Tower–I, New Moti
Bagh, New Delhi -21
04.08.2016 None
Part Time Board Members
1. Shri Manoj Kumar, DG(RD)
& SS
GoI Nominee
58 B-8, Kendriye Vihar,
Sector-51, Noida,
GautamBudh Nagar, U.P.
01.03.2017 None
2. Shri Shakti Kanta Das, IAS
GoI Nominee 59 106, New Moti Bagh,
New Delhi – 110021 31.08.2015 Chairman of National
Investment &
Infrastructure Fund and
National Investment &
Infrastructure Fund
Trustee Ltd., and
Member on the Board
of LIC.
3. Shri Rajeeve Kumar, IAS
GoI, Nominee 58 57, Tower-VII, New Moti
Bagh,
New Delgi-110023
16.05.2017
4. Shri Ashok Lavasa, IAS
GoI Nominee 59 32, New Moti Bagh, New
Delhi-110023
30.04.2016 None
None of the current Members of the Board of the Issuer appear in the RBI’s defaulter list or ECGC’s default list.
15
2. CHANGES IN MEMBERS OF THE BOARD OF THE ISSUER SINCE LAST THREE YEARS
Changes in the Members of Board of the Issuer during the last three years are as under:
Name Date of Appointment Date of retirement/ relinquishing charge
Shri Yudhvir Singh Malik, IAS November 28, 2016 Continuing as a Member
Shri Rohit Kumar Singh, IAS December 21, 2016 Continuing as a Member
Shri R.K.Pandey November 4, 2015 Continuing as a Member
Shri A. K. Singh February12, 2016 Continuing as a member
Shri Niraj Verma, IAS March 14, 2016 Continuing as a Member
Shri Manoj Kumar March 1, 2017 Continuing as a Member
Shri Ashok Lavasa, IAS April 30, 2016 Continuing as a member
Shri D O Tawade August 30, 2016 Continuing as a member
Mrs. Veena Ish, IAS August 4, 2016 Continuing as a member
Shri Rajeeve Kumar, IAS May 16, 2017 Continuing as a member
Shri Sanjay Mitra, IAS January 1, 2016 May 15, 2017
Shri Shashikanta Das, IAS August 31, 2015 February 28, 2017
Shri Raghav Chandra August 31,2015 November 28, 2016
Shri V. K Chibber February 1, 2013 December 31, 2015
Shri R. P. Watal November 30, 2013 April 30, 2016
Shri Sudhir Kumar April 15, 2013 October 5, 2015
Shri Satish Chandra April 03, 2013 April 2, 2016
Shri M. P. Sharma February 08, 2013 February 29, 2016
Smt. Sindushree Khullar April 02, 2012 March 9, 2015
Shri Rajiv Mehrishi, March 09, 2015 August 31, 2015
Shri R. P. Singh June 12, 2012 June 11, 2015
Shri Narendra Kumar April 01, 2013 August 14, 2014
Shri B N Singh December 21, 2009 December 19, 2014
Shri S. N. Das August 1, 2015 February 28, 2017
16
V. DETAILS OF STATUTORY AUDITOR OF THE ISSUER
1. STATUTORY AUDITOR OF THE ISSUER (FY 2016-17)
Name of Statutory Auditor Address& Contact Details Auditor since
Comptroller and Auditor General of India
Indian Audit & Accounts Department,
Office of the Principal Director of Commercial
Audit & Ex-Officio Member, Audit Board - 1
3rd Floor, A-Wing
Indraprastha Bhawan
New Delhi - 110002
Tel: (011) 23378473
Fax: (011) 23378432
E-mail: [email protected]
Since establishment
as per The National
Highways Authority
of India Act, 1988
2. CHANGE IN STATUTORY AUDITOR OF THE ISSUER SINCE LAST THREE YEARS
There is no change in the Statutory Auditors of the Issuer during the last three financial years.
17
VI. MANAGEMENT PERCEPTION OF RISK FACTORS
The Investor should carefully consider all the information in this Disclosure document, including the risks and uncertainties
described below before making an investment in the Bonds. The risks and uncertainties described in this section are not
the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be
immaterial may also have an adverse effect on results of our operation and physical execution. If any of the following risks
or other risks that are not currently known or are deemed immaterial at this time, actually occur, results of our operation
could suffer, the trading price of the Bonds could decline and you may lose all or part of your redemption amounts and/or
interest amounts. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or
quantify the financial or other implications of any of the risks mentioned herein. The order of the risk factors appearing
hereunder is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of
one risk factor over another. Prospective Investors should consult their tax, financial and legal advisors about the
particular consequences of investment in the Bonds. Unless the context requires otherwise, the risk factors described
below apply to us/our operations only.
Internal risks
1. The Issuer is presently involved in a number of civil proceedings, including arbitration, environmental and land
acquisition cases. In the event that these cases are decided against the Issuer or if there is a failure by the Issuer to
adequately recover its claims against the other parties it may have an adverse effect on the Issuer's operations..
2. Our operations are significantly dependent on the funding received from the GoI and any delay or decrease in the
funding plan by the GoI may adversely affect our operations.
3. Our operations are dependent on the policies of the Government, Central as well as State initiatives. Any lack of support
in terms of regulatory initiatives will adversely affect our operations.
4. Our operations may also get affected by an increase in prices of raw materials or shortages of raw materials which will
lead to increase in the cost of construction of road projects.
5. Our operations may also get affected due to inability to manage our growth which could disrupt our business and
adversely affect cost of our project.
6. Our operations are dependent on forecasting traffic volumes for the stretches of National Highways taken up as
individual projects on which NHAI is directly or indirectly collecting Toll/User Fee byway of Toll Contracts. Any
miscalculation or erroneous forecasting or lower actual traffic volume In future may affect capital contribution by GoI and
consequently our physical execution may be adversely affected.
7. Leakage of traffic and toll collection may affect volume of collections and inflows which may in turn affect the ploughed
back capital we receive from GoI and our future execution capabilities.
8. Fluctuations in interest rate and exchange rate on our external borrowings may adversely affect our operations.
9. The Issuer does not own the trademark of logo of the Issuer. The Issuer may be unable to adequately protect its
intellectual property if it is used by any third party. Furthermore, the Issuer may be subject to claims alleging breach of
third party intellectual property rights if the Issuer's logo is otherwise being used by any other third party.
10. Our financial condition and physical performance could be materially affected, if we do not complete our projects as
planned or if our projects experience delay.
11. Our business operations will be affected by shortcomings and failures in our internal processes and systems.
12. We have certain contingent liabilities that may adversely affect our financial condition.
13. We are exposed to the risks associated with the non-performance of underlying assets/projects of the SPVs.
14. In the past, certain accounting standards have not been followed by us and the impact of which on our financial
statements cannot be quantified. Any material change on account of that may impair our financial position. The
Comptroller and Auditor General of India ("CAG") has expressed serious reservations regarding the maintenance of proper
books of accounts and other relevant records by the Issuer.
18
15. The auditors for some of the SPV's have provided qualified opinions in relation to their audit reports for Fiscal 2015 and
Fiscal 2016.
16. We are subject to internal risks arising from our business of contract management which may adversely affect our
operations.
17. Accounts for the financial year ended on March 31, 2016 for NHAI have been subject to limited review and have yet not
been audited. Audited performance may be materially different from the present results.
18. Our projects under development are subject to construction, financing and operational risks.
19. Our insurance coverage may not adequately protect us against all losses we incur in our operations or otherwise.
20. We do not own the premises from which most of our regional offices and field office(s) operate and this may involve
risk of loss of such premise
21. Our operations are subject to physical hazards and similar risks that could expose us to material liabilities, reduced
inflows and increased execution costs.
22. Our operations could be adversely affected by strikes, work stoppages or increase wage demands by our or our
contractors’ work force or any other kind of disputes involving our work force. There have been instances where certain
present and past employees of the Issuer have been found to have indulged in criminal behaviour detrimental to the
Issuer's business and reputation.
23. Any inability to attract, recruit and retain skilled personnel could adversely affect results of our operations.
24. Opposition from local communities and other parties may adversely affect our operations.
25. No Debenture Redemption Reserve (“DRR”) for the Bonds is proposed to be maintained for the present issue of Bonds
and the Bondholders may find it difficult to enforce their interests in the event of or to the extent of a default.
26. The Issuer is subject to risks arising from construction contracts
27. Financial instability in other countries may cause increased volatility in Indian financial markets
Risks Relating to the Utilization of Issue Proceeds
28. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by any bank or
any financial institution.
Risks relating to investment in Bonds
29. Any downgrading in credit rating of the Bonds may affect the value of Bonds and thus our ability to raise further debts.
30. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amount and/or the interest
accrued thereon in connection with the Bonds.
31. Changes in interest rate/exchange rates may affect the prices of the Bonds.
32. Payments made on the Bonds will be subordinated to certain tax and other liabilities preferred bylaw.
33. There is a risk of volatility in the price of the Bonds.
34. Any adverse change in India's credit rating by an international rating agency could adversely affect the Issuer's
business and profitability
19
35. Political instability or changes in the Government in India could delay the liberalisation of the Indian economy and
adversely affect economic conditions in India generally, which would impact the Issuer's financial results and prospects
Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely impact
the Issuer's business, the trading price of the Notes could decrease and lead to a loss of confidence and impair travel,
which could reduce its customers' appetite for its products and services.
Natural disasters could have a negative impact on the Indian economy and damage the Issuer's facilities.
The proposed new taxation system in India could adversely affect the business of the Issuer.
External Risk Factors
36. Our operations are affected by conditions in the financial markets and economic conditions generally, both in India and
elsewhere around the world which could have an adverse effect on our operations.
37. Our business is subject to a significant number of tax regimes and changes in legislation governing the rules
implementing them or the regulator enforcing them in any one of those jurisdictions could negatively and adversely affect
our results of operations.
38. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our
operations.
39. Political instability or changes in the Government could delay further liberalization of the Indian economy and adversely
affect economic conditions in India generally, which could impact our operations.
40. Civil unrest, terrorist attacks and war would affect our operations.
41. Our operations may be adversely impacted by natural calamities or unfavourable climatic changes.
42. Non-compliance with, and changes in, safety, health and environmental laws and regulations may adversely affect
results of our operations.
20
VII. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS
1. OVERVIEW
NHAI is an autonomous authority of the GoI under the MoRTH constituted on June 15, 1989 by an Act of Parliament titled
- The National Highways Authority of India Act, 1988 (NHAI Act). NHAI was operationalised in February 1995 with the
appointment of full time Chairman and other Members. The functioning of NHAI is governed by NHAI Act and rules, and
regulations framed thereunder.
The main objects of NHAI are provided in NHAI Act as per which NHAI is responsible for the development, maintenance
and management of the National Highway (NH) entrusted to it by the GoI and for matters connected or incidental thereto.
Its functions include survey, development, maintenance and management of the NH and inter alia to construct offices or
workshops, to establish and maintain hotels, restaurants and rest rooms at or near the highways entrusted to it, to
regulate and control plying of vehicles, to develop and provide consultancy and construction services and to collect fees
for services and benefits rendered in accordance with Section 16 of NHAI Act. It was established with a vision to meet the
nation’s need for the provision and maintenance of a NH network in line with global standards and to meet user’s
expectations in the most time bound and cost effective manner, within the strategic policy framework set by the GoI and
thus promote economic well being and quality of life of the people. .
NHAI’s initial mandate was limited to only a few projects undertaken with the assistance of Asian Development Bank
(ADB) and the Japanese Board of Industry and Commerce (JBIC). Subsequently, in 1998, the GoI announced the NHDP
comprising mainly of the Golden Quadrilateral linking the four metros and connectivity to major ports in the First Phase
and the North-South & East-West corridors in the Second Phase.
Since the inception of the NHDP programme, the approach to implementing the NHDP has changed significantly. Initially
NHDP projects were implemented through EPC contracts. Since 2005, as a policy, the Government has been implementing
NHDP projects through PPP models. The various PPP models followed include BOT models, being the BOT (Toll), BOT
(Annuity) and BOT (Hybrid Annuity) models (See "Public Private Partnership ("PPP") in Highway Developments" below). As
at 31 December 2016, the Issuer has awarded 163 BOT (Toll) based contracts at a total project cost of INR 1,31,97,000.00
lakhs, 48 BOT (Annuity) based contracts at a total project cost of INR 29,72,600.00 lakhs, 28 BOT (Hybrid Annuity) based
contracted at a total project cost of INR 26,00,700.00 lakhs and 429 EPC contracts at a projected cost of INR 1396.87
billion.
NHAI has adopted a business model that relies on outsourcing of a number of activities including design, construction,
supervision, operation and maintenance of NH, rather than undertaking all such activities through its own employees. This
has thus helped NHAI in maintaining a lean organisational structure to facilitate faster operational decision-making. NHAI
receives its funding through (i) Government support in the form of capital base, cess fund, additional budgetary support,
capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii) loan from multilateral agencies and
(iii) market borrowings. During the financial year 2016-17, a sum of Rs. 2,32,650.00 lakhs was received as Cess Funds.
NHAI has an all India presence through its offices (regional offices/PIUs/CMUs) in different cities for monitoring and
supervising the projects.
21
ROAD SECTOR
Road network provides the arterial network to facilitate trade, transport, social integration and economic development. It
is used for the smooth conveyance of both people and goods. Transportation by road has the advantage over other means
of transport because of its easy accessibility, flexibility of operations, door-to-door service and reliability. Roads also play
an important role in inter-modal transport development, establishing links with airports, railway stations, and ports.
Currently, India, having one of the largest road networks of 52.30 lakh km, consists of National Highways, Road Highways,
Expressways, State Highways, Major District Roads, Other District Roads and Village Roads with the following length
distribution:
ROADS Length (KM)
National Highways/Expressways 1,00,475 km
State Highways 1,48,256 km
Other Roads 49.83 lakh km
(Source: An Overview, MoRTH)
Passenger and freight movement in India over the years have increasingly shifted towards roads vis-a-vis other means of
transport. Indian roads carry 70% of the total goods and 90% percent of the passenger traffic. Highways/Expressways
constitute about 1,9% of all roads and carry 40% of the total road traffic.
Road Network as on March 31, 2012
Indian Road Network Length (Km) Surfaced Road (Km) Surfaced Road (%)
National Highways 76818 76818 100
State Highway 164360 162950 99.14
Rural Roads 1938220 929789 47.97
Urban Roads 464294 339131 73.04
Other Roads 1747864 1327889 75.97
Total 4865394 2698590 55.46
(Source: Ministry of Statistics and Programme Implementation; Infrastructure Statistics, 2014)
22
2. STRENGTHS
• NHAI is nodal agency for development of NH Projects under NHDP and allied programmes approved by GoI.
The nature and charter of NHAI make it a nodal agency for development of NH projects under NHDP and allied
programmes approved by GoI. NHAI infuses and channels private players participation and funds into immediate areas of
development bringing about a healthy participatory economy, there are no direct competitors to NHAI. The PPP models
vary from short-term simple management contracts (with or without investment requirements) to long-term and very
complex BOT form, to divestiture.
• Track record of consistent operational performance and growth.
We believe that we have an established track record of consistent growth. Following table enumerates our performance
and growth in terms of our physical achievement:
Physical Achievement over the years (kms)
FY Completion Award
2008-09 2205 643
2009-10 2693 3359
2010-11 1783 5058
2011-12 2248 6491
2012-13 2844 1116
2013-14 1901 1435
2014-15 1501 3067
2015-16 1988 4344
• Pioneering initiatives in the road sector in India.
The Issuer believes that it has initiated several innovative processes which are different from the practices generally
followed in the infrastructure industry. Further to the adoption of performance based contracts with bonus and penalty
provisions in both EPC and PPP projects, the Issuer believes that there has been an improvement in construction and
service quality associated with such EPC and PPP projects. Detailed project reports ("DPRs") relating to each project
currently undergo peer reviews by specialist engineers, selected from a panel of consultants, in order to enhance quality
and efficiency. Mechanisms have been implemented to accelerate the process of dispute resolution, especially in relation
to EPC projects. Umbrella state support agreements have also been put in place for projects undertaken within a single
state. Each state support agreement executed between the Issuer and the State Government provides a legal framework
for providing support and services to executing agencies to procure necessary support from the State Government for
implementation of the projects in accordance with their defined schedule. Some of the other innovations introduced by
the Issuer include electronic tendering ("e-tendering"), electronic procurement ("e-procurement"), introduction and
implementation of wayside amenities on highways, road asset management systems, advanced traffic management
systems, road user applications, green highways, safety engineering and adaptation of the some of the national highways
to provide emergency landing facilities for military aircraft. The Issuer has also recently entered into a memorandum of
understanding with the Indian Space Research Organisation and the North East Center for Technology Application and
Research for the use of spatial technology for the monitoring and managing of national highways. Recently the Issuer has
also been involved in the plans by the Central Government and the Delhi Development Authority to enable the
decongestion of Delhi-NCR region.
• Strategic role in GoI initiatives and established relationships with infrastructure sector participants.
We believe that we derive a strategic advantage from our strong relationship with the GoI and we occupy a key position in
plans for the growth and development of the Indian highway sector. We have been involved in the development and
implementation of various programmes, policies and structural and procedural reforms for the highway sector in India.
We are also involved in various GoI programmes for the infrastructure sector, including acting as the nodal agency for the
NHDP and other projects like Special Accelerated Road Development Programme for North East (SARDP-NE), and for
23
other projects like Special Project in MP, Maharashtra, Tamil Nadu and West Bengal, for which additional budgetary
support is being provided by GoI.
• Economies of scale.
Given the scale of operations of the Issuer and the legislative mandate to the Issuer pursuant to the NHAI Act, the Issuer
benefits from a large volume of commercial projects. The Issuer enjoys significant cost benefits as a result of its
centralised decision making system. The Issuer aims to manage its projects efficiently so that equipment is stored more
efficiently, manpower is deployed appropriately and redundant assets are minimised. The Issuer therefore achieves large
scale efficiencies and benefits from economies of scale owing to the size of its operations.
• Favorable credit rating and access to various cost-competitive sources of funds.
We receive funds through (i) Government support in the form of capital base, cess fund, additional budgetary support,
capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii)loan from multilateral agencies and
(iii) market borrowings. Further, CRISIL, CARE, ICRA and IRRPL have assigned us the highest credit rating of "AAA", for our
long-term domestic borrowings. These ratings enable us to borrow funds at competitive costs.
• Experienced and committed management and employee base with in-depth sector expertise.
The Issuer believes that it has an experienced, qualified and committed management and employee base. The Issuer believes
that it is one of the few organisations where people with extensive experience in the road and highways and finance sectors are
regularly seconded from various central or state services, departments and organisations to share their expertise. As of 31
December 2016, the Issuer has a total workforce of 990 employees, including 270 officers seconded from other Indian state
services or departments. The Issuer is organised in a manner so as to facilitate faster operational decision-making. Supervision
consultants and independent engineers are appointed through a rigorous recruitment process in order to select the most
qualified professionals.
Furthermore, all projects are monitored centrally at the Issuer's headquarters by both a technical and financial division. These
divisions are operated separately, each with their own management and sub-management structure.
24
3. STRATEGIES
Our long term strategy is to meet the challenges of developing the nation by providing unparallel network of physical
connectivity for the common man, for the commercial transportation and for other heavy industrial use. These challenges
will be met through the following areas of strategic focus:
• Decentralisation of local level decisions and activities
The Issuer is aiming to decentralise its field level decisions and activities in order to achieve a greater level of
operational efficiency. To this end the Issuer has set up 23 regional offices and 135 project implementation units,
each with an appropriate management structure for the effective co-ordination and monitoring of local projects.
Each regional office has been delegated the necessary powers and capacity to engage, where necessary, such
technical experts as are required to achieve the most efficient outcome in the implementation of such regional
office's projects.
• Strengthening of core processes for the NHDP implementation and management
The Issuer believes that it pays significant attention to institutionalising knowledge and best practices within the
project cycle. This includes preparing guidelines of best practice in land acquisition and preconstruction
activities adopted in different Indian states, adopting "resettlement and rehabilitation" practices, in particular
for externally aided projects, and preparing guidelines and standardised procedures for implementing
amendments to existing project scopes and timelines. The Issuer has also developed an e-procurement system
and an online platform for interaction with various service providers. These steps, the Issuer believes, will
enhance its productivity and ability to implement its projects more efficiently.
• Strengthening of the quality audit and review processes
As the Issuer relies frequently on outsourcing in the implementation of projects, its strategy is to invest resources
in infrastructure required to carry out advanced audits and performance reviews of its service providers. This
strategy includes improving the review process of project designs, greater involvement of the Issuer's field unit
and supervision consultants at an earlier stage in a project, strengthening independent quality audits during the
construction stage of EPC and PPP projects and receiving continuous feedback from stakeholders which enables
it to enhance its wider monitoring framework.
• Greater focus on human resources
The Issuer expects an increase in the scale and complexity of future national highways projects, which will
require continued growth within its human resources both in terms of size and expertise. The Issuer plans to
extend its outsourcing of personnel to its different areas of operation in order that the right level of expertise is
available where necessary. On occasions, especially in relation to projects where land acquisition matters are
involved, the Issuer intends to hire retired officers who were working in the various state and national level
government bodies and also other third party service providers. The Issuer believes that by doing so it shall be
able to utilise the experience and expertise of these personnel to enhance its business and areas of operation.
• Developing strong institutional relationships with external stakeholders
The Issuer's strategy is to engage with and build strong relationships with a variety of stakeholders across
various aspects of its operations. These include, but are not limited to, the Central Government, the Niti Aayog,
state and local governments and agencies, implementing authorities such as the police and health service,
contractors, concessionaires, technical, financial and legal consultants, audit firms, financial institutions,
investors, industry associations, academic institutions, the media, and both multilateral and bilateral funding
agencies such as the World Bank, the ADB and the JBIC.
• Greater use of information technology ("IT")
The rapid advance in IT resources across various aspects of highway development and management has resulted in a
stronger incentive for the Issuer to maximise the application of these resources within its operations. Significant focus on IT
is one of the key strategies for the Issuer in its plans for corporate growth. The Issuer has already instituted various
information technology systems across its various operations. Examples include e-tendering, electronic tolling, advanced
traffic management systems and road asset management systems. The Issuer expects to expend more resources towards
the implementation of information technology across it operations to enhance its productivity and its results of operations.
25
4. OUR PROJECTS
National highways are the arterial roads of the country for inter-state movement of passengers and goods. They traverse
the length and width of the country connecting the National and State capitals, major ports and rail junctions and link up
with border roads and foreign highways. The total length of NH in the country at present is 93,051 km as per Annual
Report 2014-15. While highways/ expressways constitute only about1.7% of the length of all roads, they carry about40%
of the road traffic.
NHAI is the nodal agency for development of NH Projects under NHDP and allied programmes approved by GoI such as
SARDP-NE & Special Projects in MP, Maharashtra, Tamil Nadu and West Bengal.
The progress of the NHDP and other projects, as on 30.11.2016, is as follows:
Total
Length
(Km.)
Already
4/6 Laned
(Km.)
Under
Implementation
(Km.)
Contracts under
Implementation
(No.)
Balance length
for award
(Km.)
NHDP Golden
Quadrilateral
5,846 5,846
(100.00 per
cent)
0 0 -
North/South-E
ast/West
Phase I & II
7,142 6,506 384 31 252
Port
Connectivity
435 379 56 7 -
NHDP Phase III 11,809 7,193 2,937 78 1,679
NHDP Phase IV 13,203 3,010 6,244 94 3,949
NHDP Phase V 6,500 2,494 978 26 3,028
NHDP Phase VI 1,000 - 165 8 835
NHDP Phase
VII
700 22 79 3 599
NHDP Total 46,635 25,450 10,843 247 10,342
Other 1,926 1,844 210 10 -
SARDP-NE 110 105 5 1 -
Total by the Issuer 48,671 27,271* 11,058 258 10,342
*Total 20,000 Km was approved under NHDP Phase IV. Out of which 13,203 Km as assigned to the Issuer and the remaining
6,791 km with MoRTH.
26
Connectivity to Major Ports
In December 2000, a mandate was given by the Central Government to the Issuer under NHDP Phase-I to upgrade the
road connectivity to the major ports in the country. Port-road connectivity projects are being implemented by setting up
SPV companies where the Issuer contributes to the project cost by way of an equity investment or equity participation.
The following SPVs have been incorporated for developing port connectivity projects:
Sl. No Name of Port Length (km) Name of the SPV
1 Mormugao 18.3 Mormugao Port Road Company Limited
2 Haldia 52.2 Calcutta-Haldia Port Road Company Limited
3
JNPT Package-I 30 Mumbai JNPT Port Road Company Limited
JNPT Package-II 14.4 Mumbai JNPT Port Road Company Limited
4 Vishakapatnam 12.5 Viskhapatnam Port Road Company Limited
5 Chennai-Ennore 30 Chennai-Ennore Port Road Company Limited
6 Cochin 10.4 Cochin Port Road Company Limited
7 Tuticorin 47.2 Tuiticorin Port Road Company Limited
8 Paradip 77 Paradip Port Road Company Limited
9 New Mangalore 37.5 New Mangalore Port Road Company Limited
Total : 329.5
In addition to the above projects, there are two projects being implemented by the Issuer to provide the port connectivity for
Chennai Port Gate No. 10 and ICTT Vallarpadam (Cochin) port, as follows:
Sl. No. Name of Stretch/Port Length (km)
1 4 Lane elevated road from Maduravoyal to Chennai Port Gate (NH-4) 19
2 4 Lane connectivity to ICTT Vallarpadam NH-47 17.2
Total : 36.2
SPECIAL ACCELERATED ROAD DEVELOPMENT PROGRAMME FOR NORTH EASTERN REGION ("SARDP-NE")
The Issuer is also involved in the implementation of SARDP-NE to provide connectivity to all the State capitals and district
headquarters in the north-east region of India. The proposal would include upgrading other stretches of national highways
and state highways considered critical for the economic development of the north-east region.
The SARDP-NE envisages improvement of road connectivity to the State capitals with district headquarters in the north
eastern region. The proposed programme includes improvement of 10,141 km of roads comprising national highways and
state roads to be implemented under Phase 'A', Phase 'B' and Arunachal Pradesh Package.
27
Phase A
Phase A consists of improvements to 4099 km of roads consisting of 3014 km of national highways and 1085 km of state
roads at an estimated cost of Rs. 217.69 billion. Out of 4099 km, BRO, State PWDs and the National Highways and
Infrastructure Development Corporation Limited ("NHIDCL") have been entrusted with responsibility for the development
of 3213 km of roads. The works are in various stages of progress and the expected date of completion for Phase A is March
2017.
Phase B
Phase B involves adding extra lanes to 3723 km of national highways and further improvements to state roads.
Arunachal Pradesh Package for Roads and Highways
The Arunachal Pradesh Package of Roads and Highways covering 2319 km of road was approved by the Government as
part of SARDP-NE on 9 January 2009. Out of this, 776 km has been approved by the Government for execution on a BOT
(Annuity) basis and for the remaining 1543 km approval for tendering under the EPC basis.
(Source: Ministry of Development of North Eastern Region)
Construction of Expressways under NHDP Phase VI
GoI has approved construction of 1000 km of Expressway under NHDP Phase-VI at a cost of ` 16,68,000.00 lakhs on design,
build, finance, operate basis. NHDP Phase-VI is targeted for completion by December, 2015. The current status of
Expressways is as under:
DELHI-MEERUT EXPRESSWAY (66 Kms):
The length of the new alignment will be 61 KM. The alignment will start from Nizammudin Bridge [T point Km 00.00] from Delhi
and will continue on existing NH-24 upto Dasna Km 30.38. From Dasna there will be completely a new alignment upto Meerut.
The alignment will terminate on inner ring road / Meerut bypass near Railway crossing KM 66 at Meerut. The right of way will be
100 metre on new alignment and 90-100 metre on existing NH-24.
The alignment study of Delhi-Meerut Expressway has been completed. The final feasibility study is completed and Public
Private Partnership Appraisal Committee document submitted to Ministry of Road Transport & Highways for approval.
BANGALORE-CHENNAI EXPRESSWAY (334 Kms):
The alignment study of Bangalore-Chennai Expressway is completed in July, 09. The consultant for feasibility study has been
appointed. The agreement was signed on April 30, 2009 and the consultant has commenced the services in August, 2009. The
draft feasibility report has been submitted. Alignment has also been finalized. Consent of the state Governments i.e. Karnataka,
Andhra Pradesh and Tamil Nadu for the alignment has been received.
KOLKATA-DHANBAD EXPRESSWAY (277 Kms):
The alignment study of Kolkata-Dhanbad Expressway is completed in July, 09. The consultant for feasibility study has been
appointed. The agreement is signed on July 3, 2009 and the consultant has commenced the services in August, 2009 after
completion of alignment study. But, feasibility study could not be completed.
After completion of feasibility study, detailed land plan schedules along the alignments will then be prepared and the
process of land acquisition will be initiated, which may take about two years.
Vadodara- Mumbai Express way
28
The expressway will link Ahmedabad Vadodra Expressway to Mumbai Pune Expressway thus providing Expressway
connectivity from Ahmedabad to Mumbai and further to Pune for a length of about 650 Km.
1. This project has been taken up in 3 Phases:
• Phase I : Main Expressway – Km 104+700 to Km 378+740 (260.4 Km in Gujarat; 5.5 km in DNH & 8.1 km in
Maharashtra) Total Length – 274.040 km
• Phase II : Main Expressway – Km 26+320 to Km 104+700 and SPUR (Km 0.00 to Km 94+390) Total Length –
172.77 km (in Maharashtra Only)
• Phase III : Main Expressway – Km 0+000 to Km 26+320 (26.32 Km in Thane-Maharashtra)
• Further Phase 1 divided in two part (Part A- Vadodra to KIM, near Surat and Part B – KIM to Talasari )
2. Updating of DPR is under process. For rest of the length, the Feasibility Study is under process.
3. Phase-wise Status
(i) Phase – I
(Part-A) - Vadodara to Kim i.e. near Surat- Length 124.310 Km
• DPR document received from Consultant and is with Financial Consultant for financial analysis. Civil
Cost – Rs.5761.80 Crore (SOR 2015-16). TPC - Rs.7523.00 Crore
• Land Acquisition Status:
3A - 100% (1475.5682 Ha)
3D - 100% (1475.5682 Ha)
3G – 9.97% (147.1152 Ha)
• MoEF Clearance & CRZ Clearance : Accorded
• Forest Clearance (21.388 ha) : In process
• All GAD of ROBs (5 No.) : Approved
(ii) Phase – I
(Part-B) – Kim to Talasari – Length 149.730 Km
• DPR yet to be submitted by Consultant.
• Land Acquisition Status:
3A - 95% (1638.2486 Ha)
3D - 90% (1560.2484 Ha)
Due to non availability of village map of Anklas in Gujrat near DHN 3(A) get delayed.
• MoEF Clearance & CRZ Clearance : Accorded
• Forest Clearance (Part B - 75.013 ha) : In process.
• All GAD of ROBs (2 No.) : Approved
(iii) Phase – II
Virar to Talasari & Spur to JNPT NH-4B – Length 172.770 Km
• Land Acquisition Status :
3A - 21.12% (458.9339 Ha)
• MoEF Clearance & CRZ Clearance : Yet to be received
• Forest Clearance (138.02 Ha) : In process.
Wild life clearance : Proposal under process
• All GAD of ROBs (6 No.) : Approved
(iv) Phase-III (Ghodbandar to Virar) : 26.32 Km – work not started
29
5. FINANCING
NHAI receives its funding through (i) Government support in the form of capital base, cess fund, additional budgetary
support, capital grant, maintenance grant, ploughing back of toll revenue and loan from GoI; (ii) loan from multilateral
agencies and (iii) market borrowings.
During the year 2014-15, a sum of Rs. 6885.89 crore was received by NHAI from Ministry of Road Transport & Highways
(MoRT&H) through Union Budget (Cess Fund) for Capital Investment in National Highways from Central Road Fund. In
addition Rs. 600.00 crore was received from the MoRT&H for development of National Highways (Original) Works and and
Rs. 5448.00 crore as plough back of toll remittances have been received. The Ministry has also released Rs. 100.01 crore to
NHAI for maintenance of National Highways.
• Government Support
Government Support to NHAI primarily comes from the yearly budgetary allocations from the GoI.
• Cess
The Central Government has, under the Central Road Fund Act 2000 ("CRF Act"), created a dedicated fund for the NHDP by
levying taxation on diesel and petrol. The receipts from the taxation are separated as follows:
(i) 33.5 per cent. designated to the development of rural roads;
(ii) 41.5 per cent. designated for the development and maintenance of the national highways;
(iii) 14 per cent. spent on railway safety works, including the construction of road bridges and the erection of
safety works at unmanned rail-road crossings;
(iv) 10 per cent. designated towards the development and maintenance of State roads of inter-State and economic
importance as approved by the Central Government; and
(v) 1 per cent. spent on the development and maintenance of roads in border areas.
Market Borrowing
The Issuer is authorised to raise capital through the issue of bonds both on the domestic and international capital
markets.
• Loan assistance from multilateral agencies
NHAI is implementing some projects under NHDP with external assistance in the form of loan & grant from multilateral
development agencies like World Bank (WB) and Asian Development Bank (ADB). The loans for NHAI projects tied up with
these multilateral agencies, except for one ADB loan for Surat Manor projects, are passed on to NHAI by the GoI in Rupees
as 80% grant and 20% loan. The loan component is repaid to the Government by NHAI and repayments to these agencies
are in turn done by GoI.
30
6. PUBLIC PRIVATE PARTNERSHIP (“PPP”) IN HIGHWAY DEVELOPMENT
Build, Operate and Transfer ("BOT") (Toll)
Under the BOT (Toll) model, private developers and operators are awarded project contracts where they are entitled to
collect and retain toll revenues for a certain tenure known as the concession period. Toll revenues are prescribed by the
Issuer on a "per vehicle per km" basis for different types of vehicles. A model concession agreement for BOT projects has
been developed and is regularly revised as required to facilitate the efficient award of contracts to prospective operators.
Build, Operate and Transfer ("BOT") (Annuity)
In the BOT (Annuity) model, the concessionaire bids for projects on the basis of annuity payments to be received from the
Issuer that would cover the construction, operational and maintenance costs of the project and cater for an expected
return on the investment. The annuities are paid semi-annually by the Issuer to the concessionaire and are linked to
performance covenants. The concessionaire does not bear the traffic or tolling risk in these contracts.
Design, Build, Finance, Operate and Transfer ("DBFOT")
The DBFOT model is similar to the BOT (Toll) and BOT (Annuity) model. However, in the DBFOT model, the concessionaire
is also responsible for the design, building, financing, operation and maintenance aspects of the project. A model
concession agreement for DBFOT projects has been developed and is regularly revised as required to facilitate the
efficient award of contracts to prospective operators.
Hybrid Annuity model
The Finance Minister during his budget speech for Fiscal 2016 announced the Government's intentions to revisit the
existing PPP models. Following the announcement by the Finance Minister, broad guidelines for a Hybrid Annuity model
were announced by the Issuer. The Hybrid Annuity model combines the EPC and BOT (Annuity) models, whereby
Government and private enterprises share the bid project cost in the ratio of 40:60 during the construction period. Project
life cycle cost defined as net present value ("NPV") of the quoted bid project cost plus NPV of the operations and
maintenance (O&M) cost for the entire operations period is the bid parameter. The project is awarded to the developer
quoting the lowest project life cycle cost where "project life cycle cost" means the net present value of the quoted bid
project cost plus the net present value of the operations and maintenance costs for the operational period. The
Government funds 40 per cent. of the bid project cost, as determined by the bidder, in five equal instalments during the
construction period. The private party bears the remaining 60 per cent. of the project cost, through a combination of
equity contributions and debt. The proportion borne by the private party during the construction period is expected to be
recovered from the Issuer through annuity payments spread over a period of time. Project costs are inflation linked
(through a price index multiple) ("PIM"), which is the weighted average of the wholesale price index ("WPI") and
consumer price index ("CPI") in the ratio of 70:30. The bid project cost adjusted for variation between the price index
occurring between the reference index preceding the bid date and reference index date immediately preceding the
appointed date shall be deemed to be the bid project cost at the commencement of construction. Bid project cost shall be
adjusted to variations in PIM on a monthly basis until the commencement of operations. Further the Government also
retains the revenue risk as it remains responsible for the collection of toll revenue upon completion. On the other hand
the private participant will bear construction, operations and maintenance risks. Since the Government will bear 40 per
cent. of the project cost during the construction phase, the returns to the private developer in the form of annuities
during the operating phase will be proportionately lower when compared with normal annuity projects fully funded by a
private developer. When compared with EPC projects, it is expected that a shift to the Hybrid Annuity model would ease
the cash flow pressure on the Issuer as it would have to provide only 40 per cent upfront funding spread over the 30-36
months of construction period, and the private participant would be required to bear the balance 60 per cent. of the
project cost through a combination of its equity contribution and debt raised from the market. Further, the 60 per cent. of
the project cost borne by the private participant during the construction period is to be recovered from the Issuer in
terms of annuity payments spread over a period of 15 years. Therefore, the Issuer's own upfront funding requirement will
be lower in the case of Hybrid Annuity Model compared with EPC model. Further, the annuity nature of the projects
would eliminate traffic related risks thereby improving ease of financial close and refinancing ability post project
completion. However, a lot would depend on the Issuer's ability to ensure right of way availability and approvals before
awarding these projects.
31
Operate, Maintain and Transfer ("OMT")
Under the OMT model, toll collection and highway maintenance are integrated and awarded to one private operator
(traditionally, tolling agents have been responsible for the collection of toll revenue, with various subcontractors
undertaking road maintenance). Project construction and development will remain the responsibility of a separately
appointed EPC contractor until completion, at which point such private operator will assume responsibility for collection
of tolls in return for their maintenance of the highways and the provision of essential facilities such as emergency and
safety services. The Issuer has recently awarded a number of highway projects to the private sector under the OMT
model.
Engineering, Procurement and Construction ("EPC")
Under the EPC model a single contractor takes responsibility for all elements of the engineering, procurement,
construction and maintenance aspects of the project. This is different to a traditional EPC contract, whereby the
contractor does not provide for maintenance under the initial contract. Under the EPC model, the contractor will quote
for the cost of upgrading and maintaining the highway at the outset, and will be required to provide such maintenance for
two years' post completion of the construction. The cost of the project is borne by the Issuer.
Incentives for Private Sector Participation
The Government has put in place financial incentives to encourage increased private sector participation in the road
sector. Initiatives taken by the Government include:
(i) a declaration of the road sector as an industry;
(ii) the provision of a capital grants subsidy of up to 40 per cent. of a project's costs to enhance the viability of a
project on a case-by-case basis;
(iii) a duty-free import of specifically identified high-quality construction plant and equipment;
(iv) a 100 per cent. tax exemption in any consecutive 10 years within a period of 20 years after completion of
construction projects which involve an addition of new lanes;
(v) an undertaking by the Government to meet all expenses relating to land acquisition and other pre-construction
activities (which, in essence, allows for construction and development on encumbrance-free land); and
(vi) an allowance for foreign direct investment of up to 100 per cent. in the road sector.
32
7. RELATIONSHIP WITH THE GOVERNMENT
• Government as the policy maker
The development and maintenance of NH is fully financed by the Central Government as this function comes within Entry
23 of the Union List of the Seventh Schedule to the Constitution of India. Section 5 of the NHAI Act provides that the
Central Government may direct that any function in relation to the development or maintenance of NH shall also be
exercisable, among others, by any officer or authority subordinate to the Central Government. Accordingly, some of the
functions were delegated by the Central Government to the respective State Governments. NHAI Act was passed
providing for the constitution of an Authority for the development maintenance and management of NH and for matters
connected therewith or incidental thereto.
The Central Government appoints the Chairman and may also appoint not more than four part-time members. The
Central Government is empowered to vest in, or entrust to, NHAI such NH‘s or any stretch thereof, as are vested in the
Government under section 4 of the NHAI Act. As per the provision of Act, the Central Government provides funds to NHAI
for the discharge of its functions. Further to this, the fee collected by NHAI is on behalf of the Government, for services or
benefits rendered by it under section 7 of the NHAI Act.
• Statutory powers of the Government over NHAI
Under Section 11 of NHAI Act, the Central Government is empowered to vest or entrust any national highway or stretch
thereof to NHAI by publishing a notification in the Official Gazette. On and from the date of publication of the said
Notification all assets, rights or liabilities of the Central Government in respect of the said national highway or stretch
thereof stands transferred to NHAI including but not limited to all debts, contracts, capital expenditure, all sums of money
due to the Central Government, suits and any other legal proceedings.
• Financial Support from the Government
Financial support to the Issuer from the Government comes primarily in the form of yearly budgetary allocations and cess
collected by the Government under the CRF Act, part of which is specially allocated for national highways and capital
infusion in the form of loans. The NHAI Act provides for the Central Government to provide any capital that may be
required by the Issuer or pay by way of loans or grants such sums of money as it may consider necessary to ensure the
efficient discharge of the Issuer's functions. The NHAI Act also provides for the constitution of the National Highways
Authority of India Fund, a provider of capital for the collection of any grants, aid, loan facilities or any other sums received
by the Issuer, under which it can draw down to meet project expenses, procurement and other ongoing costs.
Alternatively, the Central Government regularly provides consent to the Issuer to raise funds through the issuance of
bonds and other debt securities both on the domestic and international capital markets.
As the Issuer has been created to act as an authority for the development, maintenance and management of national
highways in India, the Government of India has the responsibility of providing funds to the Issuer for the discharge of its
functions.
The Issuer receives its funding through (i) support from the Government in the form of capital investment, additional
budgetary support, (cess and toll plough back); and (ii) loans from multilateral agencies and (iii) market borrowings.
The development and maintenance of the national highways is financed through (i) the Government's gross budgetary
support and ABS, (ii) dedicated accruals under Central Road Fund (share in the levy of cess on fuel), (iii) lending by
international institutions; (iv) private financing through PPP framework including DBFOT and SPVs with equity
participation by the Issuer and (v) market borrowing (including funds raised through capital gain tax exemption bonds and
long term tax free bonds). The methodology for allotment of funds to the Issuer by the Government of India is detailed in
the National Highways Rule, 1957 ("Highways Rules"). The Highways Rules state that the Issuer shall apply to the MoRTH
for allotment of funds for meeting the expenditure on the discharge of its functions during any financial year. The MoRTH
makes the request for allocation of funds to the Ministry of Finance, Government of India. The Ministry of Finance,
Government of India through the MoRTH then allocates funds to the Issuer as a part of the annual budget which is
presented to the parliament of India as the Finance Bill for the respective financial year and is then approved by the
parliament of India as the Finance Act for such year.
33
• The Government as the regulator
All the NHs vests in the Union of India in terms of Section 4 of the NHAI Act. Under Section 11 of NHAI Act, the Central
Government is empowered to vest or entrust any NH or stretch thereof to NHAI by publishing a notification in the Official
Gazette. NHAI Act under various sections confers the Central Government with powers to exercise control over the
functioning of NHAI by promulgamation of rules made thereunder. More specifically, NHAI Act stipulates that NHAI shall
remain bound by the directions of the Central Government on questions of policy. The Central Government is further
empowered to temporarily divest NHAI from the management of any NH. The Central Government is further empowered
to supersede NHAI if it is of the opinion that NHAI is unable to discharge the functions and its duties, persistently defaults
in complying with any direction of the Central Government or if it so deemed necessary in this regard. The Central
Government is further empowered to make rules for giving effect to the provisions of NHAI Act in certain matters which
include but are not limited to matters relating to manner in which NHAI may invest its funds, maintain its accounts etc.
34
8. CORPORATE STRUCTURE
(As on date of this Disclosure Document)
NHAI is an autonomous authority of the GoI under the MoRTH constituted on June 15, 1989 by an Act of Parliament titled-
The National Highways Authority of India Act, 1988 (NHAI Act).
35
9. KEY OPERATIONAL & FINANCIAL PARAMETERS OF THE ISSUER FOR THE LAST 3 AUDITED YEARS
(Rs. in lacs)
Sr.
No.
Particulars FY 2015-16
(audited)
FY 2014-15
(audited)
FY 2013-14
(audited)
1. Capital 12,551,457.89 10,452,040.18 9,270,378.22
2. Reserves & Surplus 748.68 45.46 45.46
3. Capital Grants 1,366,280.32 1,366,901.41 1,367,346.44
4. Borrowings 4,527,036.70 2,489,285.59 2,406,780.68
5. Total Fixed Assets 17,649,443.14 14,083,894.32 12,309,439.31
6. Investments (at cost) 121,652.89 121,625.00 120,902.89
7. Current Assets, Loans & Advance 3,314,307.25 1,733,237.32 1,922,885.35
8. Current Liabilities & Provisions 2,639,879.69 1,630,484.00 1,308,676.75
9. Net Current Assets 674,427.56 102,753.32 614,208.60
10. Total Income 1,294.24 1,696.01 1,095.26
11. Total Expenditure 23,436.89 21,507.14 19,791.63
12. (Profit) / Loss for the Year 22,142.65 19,811.13 18,696.37
13. Surplus brought forward - - -
14. Surplus carried to Balance Sheet - - -
Please refer to Annexure-1 for the limited review financials as on September 30, 2016 and as on March 31, 2017.
10. GROSS BORROWINGS OF THE ISSUER (Rs. in lacs)
Particulars as on March 31, 2017
SHAREHOLDERS’ FUNDS
Capital 14,000,072.70
Reserve & Surplus 748.68
Capital Grants 1,365,705.78
Net Worth 15,366,527.15
Particulars as on March 31, 2017
Gross Borrowings 75,38,465.66
11. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDINGOF NEW PROJECTS
The Issuer intends to deploy the proceeds of the issue towards part financing of the various projects being implemented
by it under the NHDP and other national highway projects as approved by the Government of India. In order to part
finance the projected project cost, NHAI proposes to issue Taxable, Secured, Redeemable, Non-Convertible Bonds in the
nature of Debentures for an amount aggregating Rs. 53,279 crore in one or multiple tranches .The objects of NHAI as
specified in NHAI Act permits it to undertake its existing activities as well as the activities for which the funds are being
raised through the issue.
Further, in accordance with the SEBI Debt Regulations, the Issuer shall not utilize the proceeds of the issue for providing
loans to or acquisition of shares of any person who is part of the same group or who is under the same management.
Further, the Issuer is a statutory authority and, as such, it does not have any identifiable group companies or companies
under the same management though it does have shareholding interest in certain Special Purpose Vehicles which are
engaged in area specific development of port roads.
36
VIII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION,
RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND
SUBSCRIBED) AND BORROWINGS
1. BRIEF BACKGROUND
NHAI is an autonomous organisation of the Government of India under the Ministry of Road Transport & Highways and
was constituted on June 15, 1989 by an Act of Parliament – The National Highways Authority of India Act, 1988, and was
made operational in February, 1995 with the appointment of full time Chairman and other Members. NHAI has an all India
presence through its different offices (Regional Offices/Project implementation Units/Corridor Management Units) in
different cities. The functioning of NHAI is thus governed by NHAI Act and rules, and regulations framed thereunder. It
succeeds the previous Ministry of Surface Transport.
2. CHANGE IN HEAD OFFICE
On September 21, 2000, the Head Office of NHAI was shifted from 1, Eastern Avenue, Maharani Bagh, New Delhi - 110
065 to G - 5 & 6, Sector-10, Dwarka, New Delhi - 110 075 for administrative and operational efficiency.
3. VISION
To meet the nation‘s need for the provision and maintenance of National Highways network to global standards and to
meet user‘s expectations in the most time bound and cost effective manner, within the strategic policy frame work set by
the GoI and thus promote economic well-being and quality of life of the people. The long term vision of NHAI is to meet
the challenges of developing the Nation by providing an unparalleled network of physical connectivity both to the
common man as well as to the commercial transportation and for other heavy industrial use. This commitment results in a
greater public good and NHAI is a means for achieving that public good for Indian industry as well as the common people
at the grassroots level.
4. MAIN OBJECTS
The main objects of NHAI are provided in the NHAI Act as per which NHAI is responsible for the development,
maintenance and management of National Highways entrusted to it, by the GoI and for matters connected or incidental
thereto. NHAI was constituted to survey, develop, maintain and manage National Highways and inter alia to construct
offices or workshops, to establish and maintain hotels, restaurants and rest rooms at or near the highways vested in or
entrusted to it, to regulate and control plying of vehicles, to develop and promote consultancy and construction services
and to collect fees for services and benefits rendered in accordance with NHAI Act.
5. MAJOR EVENTS
Year Event
1989 Establishment of NHAI
1995 NHAI became fully operational
1998 NHDP conceptualised
Incorporation of Moradabad Toll Road Limited
2000
Government approval obtained from CCEA for NHDP Phase – I
Incorporation of Calcutta-Haldia Port Road Company Limited.
Incorporation of Mumbai-JNPT Port Road Company Limited.
Incorporation of Mormugao Port Road Company Limited.
Incorporation of Vishakhapatnam Port Road Company Limited.
Incorporation of Ahmedabad-Vadodara Expressway Company Limited.
Incorporation of Chennai-Ennore Port Road Company Limited.
2003 Government approval obtained from CCEA for NHDP Phase -II
37
2004 Incorporation of Cochin Port Road Company Limited.
Incorporation of Tuticorin Port Road Company Limited.
Incorporation of Paradip Port Road Company Limited.
Incorporation of New Manglore Port Road Company Limited.
2005 Government approval obtained from CCEA NHDP Phase -III
Government approval obtained from CCEA for NHDP Phase -V
2006 Government approval obtained from CCEA for NHDP Phase – IV
Government approval obtained from CCEA for NHDP Phase – VII
2007 Government approval obtained from CCEA for NHDP Phase – VI
2009 Government approval for revised strategy for implementation of NHDP – based on B. K. Chaturvedi
Committee Report
2012 Successfully raised the first public issue of tax free bonds u/s 10 (15) (iv) (h) of Income Tax Act,
1961 aggregating to Rs. 10,000 crores that was oversubscribed by over 2 times
2014 Successfully raised Rs. 5,000 crores vide tax free bonds.
2016 Successfully raised Rs. 19,000 crores vide tax free bonds.
2017 Successfully raised Rs. 3,000 crores through masala bonds Issue
6. HOLDING COMPANY
NHAI does not have any holding company.
7. THE PROMOTER
Under Entry 23 of the Union List of the Seventh Schedule to the Constitution of India the development and maintenance
of National Highways is vested in Central Government. Further, Section 5 of NHAI Act provides that the Central
Government may direct that any function in relation to the development or maintenance of National Highways shall also
be exercisable among other by any officer or authority subordinate to the Central Government.
In exercise of the above powers vested in the Central Government vide Entry 23 of the Union List of the Seventh Schedule
to the Constitution of India and under Section 5 of the NHAI Act, the President of India gave his assent to The National
Highways Authority of India Bill, 1988 which was passed by both the Houses of Parliament on December 16, 1988.
Accordingly National Highways Authority of India was established on June 15, 1989 as an autonomous body under the
Ministry of Road Transport and Highways, Government of India.
38
8. SUBSIDIARIES/ JOINT VENTURE COMPANIES
Sr. No. Name of the company
%age
shareholding
of NHAI in
the company
%age shareholding of other co-ventures
Share Capital of
the company (Rs.
in lakhs)
1. Ahmedabad-Vadodara
Expressway Company
Limited
100 None None 31285
2. Mumbai-JNPT Port
Road Company Limited
67.04 26.91 Jawaharlal Nehru Port Trust 14866.00
6.05 The City and Industrial Development
Corporation of Maharashtra Ltd.
3. Mormugao Port Road
Company Limited
70 30 Mormugao Port Trust 6230.180
4. Vishakhapatnam Port
Road Company Limited
50.13 49.87 Vishakhapatnam Port Trust 3730.00
5. Calcatta-Haldia Port
Road Company Limited
100 - None 15660.00
6. Chennai-Ennore Port
Road Company Limited
40.69 40.69 Chennai Port Trust 34360.00
8.73 Government of Tamil Nadu
9.90 Kamarajar Port Ltd
7. Cochin Port Road
Company Limited
100 NIL None 5790.00
8. Tuticorin Port Road
Company Limited
79.79 20.21 V.O. Chidambaranar Port Trust 12370.00
9. Paradip Port Road
Company Limited
78.95 21.05 Paradip Port Trust 19000.00
10. New Manglore Port
Road Company Limited
83 17 New Mangalore Port Trust 11861.00
11. Moradabad Toll Road
Company Limited
100 NIL None 3000.00
39
9. CAPITAL STRUCTURE (AS ON MARCH 31, 2017)
NHAI has not issued any shares against capital and capital grants invested by GoI (in pursuance of NHAI Act). The capital of
NHAI as on March 31, 2017, is set forth below:
Particulars Amount
(Rs. in lakhs)
i) Capital u/s 12(i)(b) - Commencing Capital
ii) Capital u/s 17
a) Capital Base 80,100.00
b) Cess Fund (up to March 31, 2016) 9,116,270.00
Add:
Cess fund received during Financial Year 2016-17(up to March 31, 2017)
232,650.00
c) Additional Budgetary Support (NHDP and others) 1,383,254.00
d) Capital – Net off toll collection, negative grant etc. 618,355.88
e) Plough back of Toll Remittance, etc. w.e.f. 01.04.2010 3,031,089.00
Less:
1) Expenditure on Toll Collection Activities (up to w.e.f. from April 1, 2010)
(85,034.88)
2) (Excess)/Surplus of Expenditure on Maintenance of Highways over Maintenance
Grant Received (w.e.f. April 1, 2010).
(361,404.07)
3) Plough Back of toll to SPVs (15,207.23)
Sub-Total 13,919,972.70
Total
14,000,072.70
10. CAPITAL HISTORY (AS ON MARCH 31, 2017)
a) CAPITAL BASE BUILD-UP
S. No. Date Investor Amount
(Rs. in lacs)
Cumulative Amount
(Rs. in lacs)
1. December 18, 1996 MoRTH, GoI 5,000.00 5,000.00
2. February 10, 1997 MoRTH, GoI 10,000.00 15,000.00
3. March 12, 1997 MoRTH, GoI 5,000.00 20,000.00
4. December 24, 1997 MoRTH, GoI 29,000.00 49,000.00
5. March 17, 1999 MoRTH, GoI 10,100.00 59,100.00
6. December 6, 1999 MoRTH, GoI 16,000.00 75,100.00
7. October 28, 2004 MoRTH, GoI 500.00 75,600.00
8. March 31, 2005 MoRTH, GoI 4,500.00 80,100.00
b) CESSFUND BUILD-UP
S. No. Date Investor Amount
(Rs. in lacs)
Cumulative Amount
(Rs. in lacs)
1 March 14, 2000 MoRTH, GoI 1,03,200.00 1,03,200.00
2 August 1, 2000 MoRTH, GoI 1,80,000.00 2,83,200.00
3 September 20, 2001 MoRTH, GoI 1,00,000.00 3,83,200.00
4 December 27, 2001 MoRTH, GoI 50,000.00 4,33,200.00
5 March 28, 2002 MoRTH, GoI 60,000.00 4,93,200.00
6 July 9, 2002 MoRTH, GoI 50,000.00 5,43,200.00
7 September 11, 2002 MoRTH, GoI 50,000.00 5,93,200.00
8 March 27, 2003 MoRTH, GoI 1,00,000.00 6,93,200.00
9 November 28, 2003 MoRTH, GoI 1,49,475.00 8,42,675.00
10 February 23, 2004 MoRTH, GoI 49,825.00 8,92,500.00
40
11 August 30, 2004 MoRTH, GoI 92,400.00 9,84,900.00
12 March 23, 2005 MoRTH, GoI 46,200.00 10,31,100.00
13 March 31, 2005 MoRTH, GoI 46,200.00 10,77,300.00
14 June 22, 2005 MoRTH, GoI 80,000.00 11,57,300.00
15 September 28, 2005 MoRTH, GoI 80,000.00 12,37,300.00
16 November 22, 2005 MoRTH, GoI 80,000.00 13,17,300.00
17 December 30, 2005 MoRTH, GoI 86,974.00 14,04,274.00
18 June 27, 2006 MoRTH, GoI 80,000.00 14,84,274.00
19 August 11, 2006 MoRTH, GoI 80,000.00 15,64,274.00
20 November 22, 2006 MoRTH, GoI 1,60,000.00 17,24,274.00
21 December 27, 2006 MoRTH, GoI 2,60,000.00 19,84,274.00
22 March 19, 2007 MoRTH, GoI 60,745.00 20,45,019.00
23 June 29, 2007 MoRTH, GoI 1,63,526.00 22,08,545.00
24 October 12, 2007 MoRTH, GoI 1,63,525.00 23,72,070.00
25 December 31, 2007 MoRTH, GoI 1,63,525.00 25,35,595.00
26 March 27, 2008 MoRTH, GoI 1,63,530.00 26,99,125.00
27 July 10, 2008 MoRTH, GoI 1,74,312.00 28,73,437.00
28 September 29, 2008 MoRTH, GoI 1,74,312.00 30,47,749.00
29 December 30, 2008 MoRTH, GoI 1,74,312.00 32,22,061.00
30 March 25, 2009 MoRTH, GoI 1,74,311.00 33,96,372.00
31 June 30, 2009 MoRTH, GoI 1,99,435.00 35,95,807.00
32 September 29, 2009 MoRTH, GoI 2,29,487.00 38,25,294.00
33 January 27, 2010 MoRTH, GoI 2,14,461.00 40,39,755.00
34 March 30, 2010 MoRTH, GoI 97,087.00 41,36,842.00
35 June 29, 2010 MoRTH, GoI 1,96,200.00 43,33,042.00
36 September 27, 2010 MoRTH, GoI 1,96,200.00 45,29,242.00
37 December 30, 2010 MoRTH, GoI 1,96,225.00 47,25,467.00
38 March 30, 2011 MoRTH, GoI 2,55,469.00 49,80,936.00
39 June 27, 2011 MoRTH, GoI 2,06,200.00 51,87,136.00
40
September 28, 2011 &
December 27, 2011 MoRTH, GoI 4,12,500.00 55,99,536.00
41 April 24, 2012 MoRTH, GoI 1,03,150.00 57,02,786.00
42 May 29, 2012 MoRTH, GoI 1,03,150.00 58,05,936.00
43 October 19, 2012 MoRTH, GoI 3,94,000.00 61,99,936.00
44 July 5, 2013 MoRTH, GoI 1,71,436.00 63,71,372.00
45 September 17, 2013 MoRTH, GoI 1,71,436.00 65,42,808.00
46 October 28, 2013 MoRTH, GoI 1,71,436.00 67,14,244.00
47 February 04, 2014 MoRTH, GoI 1,71,437.00 68,85,681.00
48 September 17, 2014 MoRTH, GoI 4,78,290.00 73,63,971.00
49 November 05, 2014 MoRTH, GoI 2,10,299.00 75,74,270.00
50 May 20, 2015 MoRTH, GoI 4,60,500.00 80,34,770.00
51 July 23, 2015 MoRTH, GoI 4,60,500.00 84,95,270.00
52 September 28, 2015 MoRTH, GoI 4,60,500.00 89,55,770.00
53 December 28, 2015 MoRTH GoI 16,05,00.00 91,16,270.00
54 22 June 2016 MoRTH GoI 2,00,000.00 93,16,270.00
55 5 July 2016 MoRTH GoI 2,00,000.00 95,16,270.00
56 5 August 2016 MoRTH GoI 2,07,650.00 97,23,920.00
c) ADDITIONAL BUDGETARY SUPPORT (NHDP) BUILD-UP
S. No. Date Investor Amount
(Rs. in lacs)
Cumulative Amount
(Rs. in lacs)
1 22-Jun-05 MoRTH 35,000.00 35,000.00
2 28-Sep-05 MoRTH 35,000.00 70,000.00
3 28-Jun-06 MoRTH 1,250.00 71,250.00
4 11-Aug-06 MoRTH 1,250.00 72,500.00
41
5 22-Nov-06 MoRTH 2,500.00 75,000.00
6 19-Mar-07 MoRTH 6,000.00 81,000.00
7 24-Apr-07 MoRTH 4,416.00 85,416.00
8 28-May-07 MoRTH 22,084.00 107,500.00
9 8-Apr-08 MoRTH 3,500.00 111,000.00
10 30-Oct-08 MoRTH 12,400.00 123,400.00
11 6-Apr-09 MoRTH 6,667.00 130,067.00
12 8-Sep-09 MoRTH 13,333.00 143,400.00
13 6-May-10 MoRTH 5,500.00 148,900.00
14 14-May-10 MoRTH 22,800.00 171,700.00
15 31-Jan-11 MoRTH 16,980.00 188,680.00
16 29-Mar-11 MoRTH 39,020.00 227,700.00
17 16-May-11 MoRTH 57,001.00 284,701.00
18 16-Mar-12 MoRTH 19,063.00 303,764.00
19 29-Mar-12 MoRTH 45,157.00 348,921.00
20 25-Apr-12 MoRTH 9,167.00 358,088.00
21 8-Jun-12 MoRTH 45,833.00 403,921.00
22 18-Feb-13 MoRTH 115,954.00 519,875.00
23 26-Mar-13 MoRTH 24,885.00 544,760.00
24 26-Mar-13 MoRTH 7,058.00 551,818.00
25 8-May-13 MoRTH 10,000.00 561,818.00
26 28-Jun-13 MoRTH 40,000.00 601,818.00
27 13-Jan-14 MoRTH 17,826.00 619,644.00
28 13-Jan-14 MoRTH 17,214.00 636,858.00
29 31-Mar-15 MoRTH 60,000.00 696,858.00
d) ADDITIONAL BUDGETARY SUPPORT (OTHERS) BUILD-UP
S. No. Date Investor Amount
(Rs. in lacs)
Cumulative Amount
(Rs. in lacs)
1 8-Jun-05 MoRTH 9,000.00 9,000.00
2 12-Apr-06 MoRTH 15,000.00 24,000.00
3 8-Mar-07 MoRTH 1,350.00 25,350.00
4 14-Mar-07 MoRTH 29,400.00 54,750.00
5 26-Mar-07 MoRTH 317.00 55,067.00
6 26-Mar-08 MoRTH 29,400.00 84,467.00
7 31-Mar-16 MoRTH 37,027.00 121,494.00
8 18-May-16 MoRTH 1,000.00 122,494.00
9 15-Jun-16 MoRTH 10,000.00 132,494.00
10 23-Sep-16 MoRTH 375,000.00 507,494.00
11 30-Jan-17 MoRTH 4,000.00 511,494.00
12 24-Mar-17 MoRTH 100,000.00 611,494.00
13 31-Mar-17 MoRTH 50,902.00 662,396.00
14 31-Mar-17 MoRTH 24,000.00 686,396.00
42
e) ADDITIONAL BUDGETARY SUPPORT (PLOUGH BACK OF TOLL REMITTANCE, ETC.) BUILD-UP
S. No. Date* Investor Amount Cumulative Amount
1 November 18, 2010 MoRTH, GoI 38,597.00 38,597.00
2 December 30, 2010 MoRTH, GoI 58,367.00 96,964.00
3 March 14, 2011 MoRTH, GoI 58,898.00 1,55,862.00
4 March 31, 2011 MoRTH, GoI 6,438.00 1,62,300.00
5. July 18, 2011 MoRTH, GoI 59,078.00 2,21,378.00
6. July 29, 2011 MoRTH, GoI 74,026.00 2,95,404.00
7. December 20, 2011 MoRTH, GoI 70,764.00 3,66,168.00
8. March 27, 2012 MoRTH, GoI 65,421.00 4,31,589.00
9. November 08, 2012 MoRTH, GoI 1,77,700.00 6,09,289.00
10. June 26, 2013 MoRTH, GoI 1,19,250.00 7,28,539.00
11. September 24, 2013 MoRTH, GoI 1,19,250.00 8,47,789.00
12 October 28, 2013 MoRTH, GoI 1,19,250.00 9,67,039.00
13 December 27, 2013 MoRTH, GoI 1,19,250.00 10,86,289.00
14 July 23, 2014 MoRTH, GoI 1,36,200.00 12,22,489.00
15 September 17, 2014 MoRTH, GoI 1,36,200.00 13,58,689.00
16 October 27, 2014 MoRTH, GoI 1,36,200.00 14,94,889.00
17 December 31, 2014 MoRTH, GoI 1,36,200.00 16,31,089.00
18 May 25, 2015 MoRTH, GoI 1,62,500.00 17,93,589.00
19 July 30, 2015 MoRTH, GoI 1,62,500.00 19,56,089.00
20 September 30, 2015 MoRTH, GoI 1,62,500.00 21,18,589.00
21 December 14, 2015 MoRTH, GoI 1,62,500.00 22,81,089.00
22 May 17, 2016 MoRTH GoI 1,25,000.00 24,06,089.00
43
11. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST1 YEAR
None
12. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THELAST 1 YEAR
None
13. DISCLOSURES PERTAINING TO WILFUL DEFAULT
None
14. SHAREHOLDING PATTERN OF THE ISSUER (as on March 31, 2017)
NHAI is an autonomous body constituted by an act of Parliament - The National Highways Authority of India Act, 1988,
under the Ministry of Road Transport & Highways, Government of India. NHAI has not issued any shares against capital
and capital grants invested by Government of India (in pursuance of NHAI Act). The entire capital base of NHAI is
contributed by the Ministry of Road Transport & Highways, Government of India and as such, 100% shareholding in NHAI
is held by the Government of India. The promoters have not pledged or encumbered by their shareholding in the Issuer.
15. TOP 10 EQUITY SHARE HOLDERS OF THE ISSUER (as on March 31, 2017)
NHAI is an entity constituted under the NHAI Act and therefore does not have any equity shares.
16. PROMOTER HOLDING IN THE ISSUER (as on March 31, 2017)
The entire capital base of NHAI is contributed by the Ministry of Road Transport & Highways, Government of India and as
such, 100% capital in NHAI is held by the Government of India.
17. BORROWINGS OF THE ISSUER (as on March 31, 2017)
A) DEBT OUTSTANDING
As on March 31, 2017, we had outstanding secured borrowings of approximately Rs.74,74,232.00 lakhs and unsecured
borrowings of Rs.64,233.11 lakhs.
Secured Borrowing
Bonds Outstanding as on March 31, 2017 Issued by the Authority:
Set forth below is a brief summary of our significant outstanding bonds as on March 31, 2017 together with a brief
description of certain significant terms of such financing arrangements.
(i) SECURED BORROWINGS
a) Bonds issued by NHAI
Capital gains tax exemption bonds under Section 54EC of the Income Tax Act.
Set forth below is a brief summary of our outstanding capital gains tax exemption bonds issued under Section 54EC of the
IT Act as on March 31, 2017, together with a brief description of certain significant terms of such financing arrangements.
These bonds are not listed on any stock exchange. The bonds are secured by mortgage over NHAI’s immovable property,
located in Gujarat, or such other immovable property that may be agreed between NHAI and the Trustees for the
bondholders ranking pari-passu with the mortgages created and/or to be created on the said property for securing bonds
or any other instrument.
44
Sl.
No.
Debenture
Series
Tenor/Perio
d of
Maturity
Coupon Total Value of
Outstanding
Bonds (in
lakhs Rs.)
Date of
Allotment
Redemptio
n Date/
Schedule
Credit Rating Trustee
1. NHAI Bonds Series -XV
(2014-15)
3 years from the Deemed Date of Allotment
6.00% payable annually
3,34,340.40 On Tap basis
Bullet, at the time of maturity i.e. 3 years
“IND AAA” by IRRPL and “”[ICRA] AAA” (Assigned) by ICRA
Syndicate Bank
2. NHAI Bonds Series -XVI
(2015-16)
3 years from the Deemed Date of Allotment
6.00% payable annually
4,28,117.00 On Tap basis
Bullet, at the time of maturity i.e. 3 years
“IND AAA” (Assigned) byIRRPL
IL&FS Trustee Company Limited
3. NHAI Bonds Series -XVII
(2016-17)
3 years from the Deemed Date of Allotment
6.00% p.a.
till 30-9-16
Coupon
w.e.f 01-12-
16 will be
5.25% p.a.
5,57,274.20 On Tap basis
Bullet, at the time of maturity i.e. 3 years
CRISIL AAA SBICAP Trustee Company Limited
Tax Free Bonds issued under Section 10(15)(iv)(h) of the Income Tax Act.
Set forth below is a brief summary of our outstanding Tax Free Bonds issued under Section 10(15)(iv)(h) of the Income Tax Act,
together with a brief description of certain significant terms. The bonds are secured by way ofpari-passu mortgage over the
property of NHAI situated at Ahmedabad along with fixed assets of NHAI, being highway projects comprising of all
superstructures constructed on national highways except those under Surat-Manor Tollways Project, in favor of SBICAP Trustee
Company Limited.
Sl.
No.
Debenture
Series
Tenor/Period of
Maturity
Coupon Amount
(in lakh
Rs. )
Date of
Allotment
Redemption
Date/
Schedule
Credit Rating
1. Tax free secured
redeemable non –convertible bonds, in the nature of debentures.
(2011-12)
10 years from deemed date of allotment
8.20% payable annually
6,71,408.12
January 25, 2012
January 25, 2022
CRISILAAA/ Stable by CRISIL
“CARE AAA” by
CARE
"Fitch AAA(ind) with Stable Outlook” by FITCH
15 years from Deemed Date of Allotment
8.30% payable annually
3,28,591.88
January 25, 2012
January 25, 2027
2. Tax free secured
Redeemable non –convertible bonds, in the nature of debentures.**
(2013-14)
10 years from deemed date of allotment (Private Placement)
8.35% payable annually
45,200.00 November 25, 2013
November 25, 2023
“CRISIL AAA/Stable” by CRISIL,“CARE AAA” by
CARE"Fitch AAA(ind) with Stable Outlook” by FITCH
15 years from Deemed Date of Allotment (Private Placement)
8.48% payable annually
84,960.00 November 25, 2013
November 25, 2028
10 years from deemed date of allotment
Public –Retail
8.52% payable annually
30,132.21 February 5, 2014
February 5, 2024
“CRISIL AAA/Stable” by CRISIL,“CARE AAA” by
CARE, “BWR AAA with Stable Outlook” by BRICKWORK
Public – Others
8.27% payable annually
47,524.71 February 5, 2014
February 5, 2024
15 years Public 8.75% 1,18,980. February 5, February 5,
45
Sl.
No.
Debenture
Series
Tenor/Period of
Maturity
Coupon Amount
(in lakh
Rs. )
Date of
Allotment
Redemption
Date/
Schedule
Credit Rating
from deemed date of allotment
–Retail payable annually
75 2014 2029
Public – Others
8.50% payable annually
1,73,202.33
February 5, 2014
February 5, 2029
3.
Tax free secured
Redeemable non –convertible bonds, in the nature of debentures.**
(2015-16)
10 years from deemed date of allotment (Private Placement)
7.11% payable annually
54,900.00 September 18, 2015
September 18, 2025
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
15 years from Deemed Date of Allotment (Private Placement)
7.28% payable annually
3,32,300.00
September 18, 2015
September 18, 2030
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
10 years from deemed date of allotment
Public –Retail
7.39% payable annually
65,576.03 January 11, 2016
January 11,
2026
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
10 years from deemed date of allotment
Public –Others
7.14% payable annually
68,640.24 January 11, 2016
January 11,
2026
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
15 years from deemed date of allotment
Public –Retail
7.60% payable annually
2,67,526.27
January 11, 2016
January 11,
2031
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
15 years from deemed date of allotment
Public –Others
7.35% payable annually
5,98,257.46
January 11, 2016
January 11,
2031
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
10 years from deemed date of allotment (Private Placement)
7.02% payable annually
45,500.00 February 18, 2016
February 18,
2026
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
15 years from Deemed Date of Allotment (Private Placement)
7.39% payable annually
1,37,300.00
February 18, 2016
February 18,
2031
AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
10 years from deemed date of allotment
Public –Retail
7.29% payable annually
19,233.40 March 9, 2016 March 9, 2026 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
10 years from deemed date of allotment
Public –Others
7.04% payable annually
97,88.07 March 9, 2016 March 9, 2026 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
15 years from deemed date of allotment
Public –Retail
7.69% payable annually
1,12,766.60
March 9, 2016 March 9, 2031 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
15 years from deemed date of allotment
Public –Others
7.39% payable annually
1,88,211.93
March 9, 2016 March 9, 2031 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
46
Taxable Bonds
Sl.
No.
Debenture Series Tenor/ Period of
Maturity
Coupon Amount (in
lakh Rs. )
Date of
Allotment
Redemption
Date/ Schedule
Credit Rating
1. Taxable secured
Redeemable non –convertible bonds, in the nature of debentures**
25 years from Deemed Date of Allotment (Private Placement)
8.03% payable annually
5,00,000.00 August 3,
2016
August 3, 2041 AAA by CRISIL,
AAA by CARE AAA
by India Ratings
AAA by ICRA
2.o. Taxable secured
Redeemable non –convertible bonds, in the nature of debentures**
25 years from Deemed Date of Allotment (Private Placement)
7.68% payable annually
5,00,000.00 September 1,
2016
August 30,
2041
AAA by CRISIL,
AAA by CARE AAA
by India Ratings
AAA by ICRA
3. Taxable secured
Redeemable non –convertible bonds, in the nature of debentures**
5 years from Deemed Date of Allotment (Private Placement)
7.17% payable annually
5,02,000.00 December
23, 2016
December 23,
2021
AAA by CRISIL,
AAA by CARE AAA
by India Ratings
AAA by ICRA
4. Taxable secured
Redeemable non –convertible bonds, in the nature of debentures**
30 years from Deemed Date of Allotment (Private Placement)
7.22% payable annually
8,50,000.00 January 24,
2017
January 24,
2047
AAA by CRISIL,
AAA by CARE AAA
by India Ratings
AAA by ICRA
5. Taxable secured
Redeemable non –convertible bonds, in the nature of debentures**
5 years from Deemed Date of Allotment (Private Placement)
7.60% payable annually
4,02,500.00 March 20,
2017
March 18,
2022
AAA by CRISIL,
AAA by CARE AAA
by India Ratings
AAA by ICRA
(ii) UNSECURED BORROWINGS
National Highways Authority of India has secured loan from ADB vide a Loan Agreement dated October 5, 2000 for an
amount of $180,000,000. However the total loan availed is $149,749,847.25. The loan is secured by the Government of
India vide guarantee agreement dated October 5, 2000.The objective for availing the loan was to remove capacity
constraints and improve road safety of critical section of the Western Transport corridor connecting Delhi to Mumbai
(Surat- Manor Tollway Project).
S.
No
.
Name of the
Bank
Type of
Facility
Loan
Documentation
Interest/Coupon Rate Repayment Facility/Amo
unt
Sanctioned/A
vailed
Outstandin
g Amount
as on Mar
31, 2017 (in
Rs. lakhs)
1. Asian
Development
Bank
Term
Loan
Loan Agreement
dated October
5, 2000
Based on the cost to
the bank of such
currency or currencies
plus a spread, both as
reasonably determine
by the bank from time
to time.
Principal Payment
Half Yearly on
January 1 and July
1.
$149,749,847
.25
64,233.11
B) Terms of Assets charged as Security
Principal terms of issue in brief Details of assets charged as security
Debt Facility Tax Free Bonds (10 years) Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2011), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
Amount Rs. 6,71,408.12lacs
Raised in Financial Year 2011-2012
Credit Rating “AAA/Stable” by CRISIL, “AAA” by
CARE and “AAA(ind) with Stable
Outlook” by FITCH
47
Coupon Rate 8.20% p.a. culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Interest Payment Annual
Maturing in Financial Year 2021-22
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (15 years) Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat,alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2011), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Rs. 3,28,591.88 lacs
Raised in Financial Year 2011-2012
Credit Rating “AAA/Stable” by CRISIL, “AAA” by
CARE and “AAA(ind) with Stable
Outlook” by FITCH
Coupon Rate 8.30% p.a.
Interest Payment Annual
Maturing in Financial Year 2026-2027
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series XV Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 3,34,340.00 lacs
Raised in Financial Year 2014-2015
Credit Rating ‘IndAAA(ind)’ by India Rating &AAA
by ICRA
Coupon Rate 6.00% p.a.
Interest Payment Annual
Maturing in Financial Year 2017-2018
Bond Trustee Syndicate Bank
Debt Facility Tax Free Bonds (10 years) Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat,alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2013), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Rs. 45,200.00 lacs
Raised in Financial Year 2013-2014
Credit Rating “AAA/Stable” by CRISIL, “AAA” by
CARE and “and BWR AAA by
Brickwork
Coupon Rate 8.35% p.a.
Interest Payment Annual
Maturing in Financial Year 2023-24
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (15 years) Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2013), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Rs. 84,960.00 lacs
Raised in Financial Year 2013-2014
Credit Rating ““AAA/Stable” by CRISIL, “AAA” by
CARE and “and BWR AAA by
Brickwork
Coupon Rate 8.48% p.a.
Interest Payment Annual
Maturing in Financial Year 2028-2029
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (10 years) Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2013), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Rs. 77656.92 lacs
Raised in Financial Year 2013-2014
Credit Rating AAA/Stable” by CRISIL, “AAA” by
CARE and “and BWR AAA by
Brickwork
Coupon Rate 8.27% p.a. (others); 8.52% p.a. (retail)
Interest Payment Annual
Maturing in Financial Year 2023-24
Bond Trustee SBICAP Trustee Company Limited
48
Debt Facility Tax Free Bonds (15 years) Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2013), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Rs. 292183.08 lacs
Raised in Financial Year 2013-2014
Credit Rating “AAA/Stable” by CRISIL, “AAA” by
CARE and “AAA(ind) with Stable
Outlook” by FITCH
Coupon Rate 8.50% p.a. (others); 8.75% p.a. (retail)
Interest Payment Annual
Maturing in Financial Year 2028-2029
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series XVI
Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 4,28,117.00 lacs
Raised in Financial Year 2015-2016
Credit Rating ‘IND AAA by IRRPL
Coupon Rate 6.00% p.a.
Interest Payment Annual
Maturing in Financial Year 2018-2019
Bond Trustee IL& FS Trustee Co. Limited
Debt Facility Tax Free Bonds (10 years) (Private
Placement)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI, being highway projects
comprising of all superstructure including highway
lightings, road barriers and dividers, bridges, culverts and
all other super structures constructed on national highways
except those under the Surat-Manor Tollway Project
entrusted to NHAI
Amount Rs. 54900.00 lacs
Raised in Financial Year 2015-16
Credit Rating ““IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.11%
Interest Payment Annual
Maturing in Financial Year 2025-26
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (15 years) (Private
Placement)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat,alongwith first
charge on fixed assets of NHAI, being highway projects
comprising of all superstructure including highway
lightings, road barriers and dividers, bridges, culverts and
all other super structures constructed on national highways
except those under the Surat-Manor Tollway Project
entrusted to NHAI
Amount Rs. 332300.00lacs
Raised in Financial Year 2015-16
Credit Rating IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.28% p.a.
Interest Payment Annual
Maturing in Financial Year 2030-31
Bond Trustee SBICAP Trustee Company Limited
49
Debt Facility Tax Free Bonds (10 years) (Public
Issue)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat,alongwith first
charge on fixed assets of NHAI being highway projects
comprising of all superstructure including highway
lightings, road barriers and dividers, bridges, culverts and
all other super structures constructed on national highways
except those under the Surat-Manor Tollway Project
entrusted to NHAI
Amount Retail Rs. 65576.03 lacs
Non Retail 68640.24lacs
Raised in Financial Year 2015-2016
Credit Rating IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.14% p.a. (others); 7.39% p.a. (retail)
Interest Payment Annual
Maturing in Financial Year 2025-2026
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (15 years)
(Public Issue)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat,alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2013), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Retail Rs. 267526.27 lacs
Non retail Rs. 598257.46lacs
Raised in Financial Year 2015-16
Credit Rating IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.35% p.a. (others); 7.60% p.a. (retail)
Interest Payment Annual
Maturing in Financial Year 2030-31
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (10 years) (Private
Placement)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI, being highway projects
comprising of all superstructure including highway
lightings, road barriers and dividers, bridges, culverts and
all other super structures constructed on national highways
except those under the Surat-Manor Tollway Project
entrusted to NHAI
Amount Rs. 45500.00 lacs
Raised in Financial Year 2015-16
Credit Rating ““IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.02%
Interest Payment Annual
Maturing in Financial Year 2025-26
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (15 years) (Private Secured by a legal mortgage over NHAI’s immovable
50
Placement)
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI, being highway projects
comprising of all superstructure including highway
lightings, road barriers and dividers, bridges, culverts and
all other super structures constructed on national highways
except those under the Surat-Manor Tollway Project
entrusted to NHAI
Amount Rs. 137300.00 lacs
Raised in Financial Year 2015-16
Credit Rating IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.39% p.a.
Interest Payment Annual
Maturing in Financial Year 2030-31
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (10 years) (Public
Issue)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI being highway projects
comprising of all superstructure including highway
lightings, road barriers and dividers, bridges, culverts and
all other super structures constructed on national highways
except those under the Surat-Manor Tollway Project
entrusted to NHAI
Amount Retail Rs. 19233.40 lacs
Non Retail 9788.07 lacs
Raised in Financial Year 2015-2016
Credit Rating IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.04% p.a. (others); 7.29% p.a. (retail)
Interest Payment Annual
Maturing in Financial Year 2025-2026
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Tax Free Bonds (15 years)
(Public Issue)
Secured by a legal mortgage over NHAI’s immovable
property situated at Ahmedabad, Gujarat, alongwith first
charge on fixed assets of NHAI (as reflected in the Balance
Sheet for the financial year ended March 31, 2013), being
highway projects comprising of all superstructure including
highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on
national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI
Amount Retail Rs. 112766.60 lacs
Non retail Rs. 188211.93 lacs
Raised in Financial Year 2015-16
Credit Rating IND AAA” by IRRPL, “CARE AAA” by
CARE, "[ICRA] AAA” by ICRA “CRISIL
AAA/Stable” by CRISIL
Coupon Rate 7.39% p.a. (others); 7.69% p.a. (retail)
Interest Payment Annual
Maturing in Financial Year 2030-31
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series XVII Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
Amount Rs. 5,57,274.20 lacs
Raised in Financial Year 2016-2017
51
Credit Rating “IND AAA” (Assigned) by IRRPL said property for securing the bonds or any other
instruments Coupon Rate 6.00% p.a. till 30-11-2016
5.25% p.a. w.e.f 01-12-2016
Interest Payment Annual
Maturing in Financial Year 2019-2020
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series I Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 5,00000.00 lacs
Raised in Financial Year 2016-2017
Credit Rating AAA by CRISIL, CARE, ICRA, IRRPL
Coupon Rate 8.03% p.a.
Interest Payment Annual
Maturing in Financial Year 2041-42
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series II Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 5,00000.00 lacs
Raised in Financial Year 2016-2017
Credit Rating AAA by CRISIL, CARE, ICRA, IRRPL
Coupon Rate 7.68% p.a.
Interest Payment Annual
Maturing in Financial Year 2041-42
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series III Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 5,02000.00 lacs
Raised in Financial Year 2016-2017
Credit Rating AAA by CRISIL, CARE, ICRA, IRRPL
Coupon Rate 7.17% p.a.
Interest Payment Annual
Maturing in Financial Year 2021-2022
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series IV Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 8,50,000.00 lacs
Raised in Financial Year 2016-2017
Credit Rating AAA by CRISIL, CARE, ICRA, IRRPL
Coupon Rate 7.22% p.a.
Interest Payment Annual
Maturing in Financial Year 2046-2047
Bond Trustee SBICAP Trustee Company Limited
Debt Facility Bond Series V Secured by a legal mortgage over NHAI’s immovable
property located at Ahmedabad, Gujarat ranking paripassu
with the mortgage(s) created and/ or to be created on the
said property for securing the bonds or any other
instruments
Amount Rs. 4,02,500.00 lacs
Raised in Financial Year 2016-2017
Credit Rating AAA by CRISIL, CARE, ICRA, IRRPL
Coupon Rate 7.60% p.a.
Interest Payment Annual
Maturing in Financial Year 2021-2022
Bond Trustee SBICAP Trustee Company Limited
52
C) NON-CONVERTIBLE BONDS/ DEBENTURES
Bond Type Deemed
Date of
Allotment
Tenure
(Months)
Coupon
Rate
(% p.a.)
Amount
Outstanding
(Rs. in lacs)
Repayment
Date
Credit Rating
Secured/
Unsecured
Tax Free
Bonds
(10 years)
25.01.2012 120 8.20 6,71,408.12 25.01.2022 “AAA/Stable” by
CRISIL, “AAA” by
CARE and
“AAA(ind) with
Stable Outlook” by
FITCH
Secured**
Tax Free
Bonds
(15 years)
25.01.2012 180 8.30 3,28,591.88 25.01.2027 “AAA/Stable” by
CRISIL, “AAA” by
CARE and
“AAA(ind) with
Stable Outlook” by
FITCH
Secured**
Tax Free
Bonds
(10 years)
(Private
Placement)
25.11.2013 120 8.35 45,200.00 22.11.2023 “AAA/Stable” by
CRISIL, “AAA” by
CARE and
“AAA(ind) with
Stable Outlook” by
FITCH
Secured***
Tax Free
Bonds
(15 years)
(Private
Placement)
25.11.2013 180 8.48 84,960.00 22.11.2028 “AAA/Stable” by
CRISIL, “AAA” by
CARE and
“AAA(ind) with
Stable Outlook” by
FITCH
Secured***
NHAI 54EC
Bonds (Tr-
XV)
Last date of
each month
during April
2014 to
March 2015
36 6.00 3,34,340.40 Last date of
each month
during April
2017 to
March 2018
‘‘IND AAA)’ by India
Rating & AAA by
ICRA
Secured*
Tax Free
Bonds
(10 years)
February 5,
2014
120 8.27
(others);
8.52
(retail)
7,76,56.92 05.02.2024 “AAA/Stable” by
CRISIL, “AAA” by
CARE and
“AAA(ind) with
Stable Outlook” by
FITCH
Secured***
Tax Free
Bonds
(15 years)
February 5,
2014
180 8.50
(others);
8.75
(retail)
05.02.2029 “AAA/Stable” by
CRISIL, “AAA” by
CARE and
“AAA(ind) with
Stable Outlook” by
FITCH
Secured***
53
NHAI 54EC
Bonds (Tr-
XVI)
Last date of
each month
during April
2015 to
March 2016
36 6.00 4,28,117.00 Last date of
each month
during April
2018 to
March 2019
“IND AAA” by India
Ratings
Secured*
Tax Free
Bonds
(10 years)
(Private
Placement)
18.09.2015 120 7.11 5,49,00.00 18.09.2025 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(15 years)
(Private
Placement)
18.09.2015 180 7.28 3,32,300.00 18.09.2030 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(10 years)
11.01.2016 120 7.14
(others);
7.39
(retail)
1,34,216.27 11.01.2026 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(15 years)
11.01.2016 180 7.35
(others);
7.60
(retail)
8,65,783.73 11.01.2031 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(10 years)
(Private
Placement)
18.02.2016 120 7.02 4,55,00.00 18.02.2026 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(15 years)
(Private
Placement)
18.02.2016 180 7.39 1,37,300.00 18.02.2031 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(10 years)
09.03.2016 120 7.04
(others);
7.29
(retail)
290,21.47 09.03.2026 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Tax Free
Bonds
(15 years)
09.03.2016 180 7.39
(others);
7.69
(retail)
3,00,978.53 09.03.2031 AAAby CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
NHAI 54EC
Bonds (Tr-
XVII)
Last date of
each month
during April
2016 to
March 2017
36 6.00% p.a.
till 30-9-16
Coupon
w.e.f 01-12-
16 will be
5.25% p.a
5,57,274.20 Last date of
each month
during April
2019 to
March 2020
“CRISIL AAA” by
India Ratings
Secured*
Taxable
Bonds
(25 years)
03.08.2016 300 8.03% 5,00,000.00 03.08.2041 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Taxable
Bonds
(25 years)
01.09.2016 300 7.68% 5,00,000.00 30.08.2041 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Taxable
Bonds
23.12.2016 60 7.17% 5,02,000.00 23.12.2021 AAA by CRISIL, AAA
by CARE AAA by
Secured^
54
(5 years) India Ratings
AAA by ICRA
Taxable
Bonds
(30 years)
24.01.2017 360 7.22% 8,50,000.00 24.01.2047 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
Taxable
Bonds
(5 years)
20.03.2017 60 7.60% 4,02,500.00 18.03.2022 AAA by CRISIL, AAA
by CARE AAA by
India Ratings
AAA by ICRA
Secured^
* The bonds are secured by a legal mortgage over NHAI’s immovable property located at Ahmedabad, Gujarat ranking pari
passu with the mortgage(s) created and/ or to be created on the said property for securing the bonds or any other
instruments.
** The bonds are secured by a legal mortgage over NHAI’s immovable property situated at Ahmedabad, Gujarat, along
with first charge on fixed assets of NHAI (as reflected in the Balance Sheet for the financial year ended March 31, 2011),
being highway projects comprising of all superstructure including highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on national highways except those under the Surat-Manor Tollway
Project entrusted to NHAI.
*** The bonds are secured by a legal mortgage over NHAI’s immovable property situated at Ahmedabad, Gujarat, along
with first charge on fixed assets of NHAI (as reflected in the Balance Sheet for the financial year ended March 31, 2013),
being highway projects comprising of all superstructure including highway lightings, road barriers and dividers, bridges,
culverts and all other super structures constructed on national highways except those under the Surat-Manor Tollway
Project entrusted to NHAI.
^The bonds are secured by a legal Mortgage over the property of NHAI situated at Ahmedabad along with fixed assets of
NHAI, being highway projects comprising of all superstructures including highway lightings, road barriers and dividers,
bridges, culverts and all other super structures constructed on national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI with a minimum security cover of one time of the aggregate face value amount of
Bonds outstanding at all times.
55
d) TOP 10 BONDHOLDERS OF THE ISSUER* (as on date of March 31, 2017)
S.No. Name of the Bondholder Value
1 CBT EPF 100,000,000,000.00
2 LIFE INSURANCE CORPORATION OF INDIA 85,000,000,000.00
3 THE HONGKONG AND SHANGHAI BANKING CORP.LTD. 19,849,029,000.00
4 WIPRO LIMITED 15,764,188,000.00
5 STATE BANK OF INDIA 14,960,844,000.00
6 IDFC BANK LIMITED 9,900,379,000.00
7 BANK OF INDIA 9,750,000,000.00
8 IDFC MUTUAL FUND 9,550,000,000.00
9 HDFC TRUSTEE COMPANY LIMITED - MUTUAL FUNDS 8,750,000,000.00
10 ITC LIMITED 7,400,800,000.00
* Top 10 holders’ of bonds have been shown on a cumulative basis for all outstanding bonds.
56
18. AMOUNT OF CORPORATE GUARANTEES ISSUED BY THE ISSUER IN FAVOUR OF VARIOUS COUNTER PARTIES
INCLUDING ITS SUBSIDIARIES, JOINT VENTURE ENTITIES, GROUP COMPANIES ETC.
The Issuer has not issued, in any form, any corporate guarantee in favour of any counter party including its subsidiaries,
joint venture and group companies.
19. COMMERCIAL PAPER ISSUED BY THE ISSUER (as on March 31, 2017)
The Issuer has not issued any Commercial Paper till the date of this Disclosure Document.
20. OTHER BORROWINGS (INCLUDING HYBRID DEBT LIKE FOREIGN CURRENCY CONVERTIBLE BONDS (“FCCBs”),
OPTIONALLY CONVERTIBLE BONDS/ DEBENTURES/ PREFERENCE SHARES)
(as on March 31, 2017)
The Issuer has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs”), Optionally Convertible
Bonds/ Debentures/ Preference Shares etc.
21. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES, DEFAULT(S) AND/OR DELAY(S) IN PAYMENTS OF
INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL
INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE ISSUER, IN THE PAST 5 YEARS
a. The main constituents of the Issuer’s borrowings are generally in the form of loans from banks and financial
institutions, assistance from multilateral and bilateral financing agencies, bonds, debentures etc.
b. The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance of
delay or default since inception.
c. The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of roll
over against any of its borrowings in the past.
d. The Issuer has not issued, in any form, any corporate guarantee in favour of any counter party including its
subsidiaries, joint venture and group companies in the past.
22. OUTSTANDING BORROWINGS/ DEBT SECURITIES ISSUED FOR CONSIDERATION OTHER THAN CASH, WHETHER
IN WHOLE OR PART, AT A PREMIUM OR DISCOUNT, OR IN PURSUANCE OF AN OPTION
The Issuer confirms that other than and to the extent mentioned elsewhere in this Disclosure Document, it has not issued
any debt securities or agreed to issue any debt securities or availed any borrowings for a consideration other than cash,
whether in whole or in part, at a premium except the private placement of tax free bonds in FY 2013-14 for a premium of
Rs. 45,45,656.00and in FY 2015-16 for a premium of Rs. 7,03,22,000.00or discount or in pursuance of an option since
inception.
23. AUDITED CONSOLIDATED AND STANDALONE FINANCIAL INFORMATION OF THE ISSUER
Annexed as Annexure
24. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE
The Issuer has raised an amount of Rs. 3,00,000.00 lakhs through Masala Bonds in May 2017.
The Issuer hereby confirms that apart from above there has been no material event, development or change having
implications on the financials/ credit quality of the Issuer (e.g. any material regulatory proceedings against the Issuer/
promoters of the Issuer, 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 of the Issuer.
57
IX. SUMMARY TERM SHEET
Issuer National Highways Authority of India (“NHAI”/ the “Authority”/ the “Issuer”)
Issue Size To be mentioned in relevant Tranche IM
Option to retain
oversubscription
To be mentioned in relevant Tranche IM
Objects of the Issue Part financing of the various projects being implemented by NHAI under the NHDP and other
national highway projects as approved by the Government of India
Instrument Taxable Secured Redeemable Non-Convertible Bonds in the nature of Debentures
Issuance Mode In Demat mode only
Trading Mode In Demat mode only
Credit Rating “CRISIL AAA/Stable” by CRISIL, “[ICRA]AAA/Stable” by ICRA, “IND AAA/Stable” by IRRPL and “CARE
AAA” by CARE
Seniority Secured, Senior and Unsubordinated
Mode of Issue Private Placement
Security Mortgage over the property of NHAI situated at Ahmedabad along with fixed assets of NHAI,
being highway projects comprising of all superstructures including highway lightings, road
barriers and dividers, bridges, culverts and all other super structures constructed on national
highways except those under the Surat-Manor Tollway Project entrusted to NHAI with a minimum
security cover of one time of the aggregate face value amount of Bonds outstanding at all times.
Such security creation requires prior approval and authorization by the Government of India as
owner of the land.
Bond Series To be mentioned in relevant Tranche IM
Issue Size To be mentioned in relevant Tranche IM
Face Value Rs. 10 lacs per Bond
Issue Price At par
Redemption Amount At par (Rs. 10 lacs) per Bond
Minimum Application 100 Bonds and in multiples of 10 Bond thereafter
Tenor To be mentioned in relevant Tranche IM
Put Option To be mentioned in relevant Tranche IM
Put Option Price To be mentioned in relevant Tranche IM
Put Option Date To be mentioned in relevant Tranche IM
Put Notification Time To be mentioned in relevant Tranche IM
Call Option To be mentioned in relevant Tranche IM
Call Option Price To be mentioned in relevant Tranche IM
Call Option Date To be mentioned in relevant Tranche IM
Call Notification Time To be mentioned in relevant Tranche IM
Redemption/ Maturity To be mentioned in relevant Tranche IM
Redemption Date To be mentioned in relevant Tranche IM
Coupon Rate To be mentioned in relevant Tranche IM
Step Up/ Step Down
Coupon Rate
To be mentioned in relevant Tranche IM
Coupon Payment
Frequency
To be mentioned in relevant Tranche IM
Coupon Payment Dates To be mentioned in relevant Tranche IM
Coupon Type To be mentioned in relevant Tranche IM
Coupon Reset Process To be mentioned in relevant Tranche IM
Day Count Basis Actual/ Actual
Interest shall be computed on an “actual/actual basis”. In case of a leap year, if February 29 falls
during the tenor of a security, then the number of days shall be reckoned as 366 days
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(Actual/Actual day count convention) for a whole one year period, irrespective of whether the
interest is payable annually, half yearly, quarterly or monthly etc. It is thus emphasized that for a
half yearly interest payment, 366 days would be reckoned twice as the denominator; for
quarterly interest, four times and for monthly interest payment, twelve times in line with SEBI
circular No CIR/IMD/DF-1/122/2016 dated November 11, 2016.
Interest on Application
Money
Interest at the respective Coupon Rate (subject to deduction of income tax under the provisions
of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof, as
applicable) will be paid to the applicants on the application money for the Bonds for the period
starting from and including the date of realization of application money in Issuer’s Bank Account
upto one day prior to the Deemed Date of Allotment
Listing Proposed on the Wholesale Debt Market (WDM) segment of BSE Limited (“BSE“)
Trustees SBICAP Trustee Company Limited
Depository National Securities Depository Limited and Central Depository Services (India) Limited
Registrars M/s Beetal Financial & Computer Services (P) Ltd.
Settlement Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/
redemption warrant(s)/ demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT
mechanism
Business Day/ Working
Day Convention
Working Days shall be all days on which commercial banks are open for business in the city of
Delhi. Further, Sundays, have also been considered as non-Business Days. We have not
considered the effect of public holidays as it is difficult to ascertain for future dates.
If any of date(s) defined in the Draft Disclosure Document, except the Deemed Date of Allotment,
the next working day shall be considered as the effective date(s) in line with SEBI circular No
CIR/IMD/DF-1/122/2016 dated November 11, 2016.
Record Date 15 days prior to each Coupon Payment Date and Redemption Date
Effect of holidays
If the interest payment date falls on a holiday, the payment may be made on the following
working day. However, the calculation of payment of interest will be only till the day prior to that
holiday. Also, the dates of the future coupon payments would be as per the schedule stipulated in
the Disclosure Document/Term Sheet in line with SEBI circular No CIR/IMD/DF-1/122/2016 dated
November 11, 2016.
If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day
that is not a Business Day, the redemption proceeds shall be paid by the Issuer on the preceding
Business Day along with interest accrued on the Bonds until but excluding the date of such
payment. In the event the Record Date falls on a day which is not a Business Day, the immediately
succeeding Business Day will be considered as the Record date.
The interest/redemption payments shall be made only on the days when the money market is
functioning in Mumbai.
Transaction Documents The Issuer has executed/ shall execute the documents including but not limited to the following in
connection with the Issue:
1. Letter appointing Trustees to the Bondholders;
2. Bond/ Debenture Trusteeship Agreement;
3. Bond/ Debenture Trust Deed;
4. Rating Agreement with CRISIL;
5. Rating Agreement with ICRA;
6. Rating Agreement with IRRPL;
7. Rating Agreement with CARE;
8. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Bonds in
dematerialized form;
9. Tripartite Agreement between the Issuer, Registrar and CDSL for issue of Bonds in
dematerialized form;
10. Letter appointing Registrar and MoU entered into between the Issuer and the Registrar;
11. Application made to BSE for seeking its in-principle approval for listing of Bonds;
12. Listing Agreement with BSE;
13. Letters appointing Arrangers to the Issue.
14. Trustee Consent Letter
15. Board Resolution authorizing issue of Bonds
Conditions precedent to The subscription from investors shall be accepted for allocation and allotment by the Issuer
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subscription of Bonds subject to the following:
1. Rating letters from the aforesaid rating agencies not being more than one month old from
the issue opening date;
2. Letter from the Trustees conveying their consent to act as Trustees for the Bondholder(s);
3. Application to BSE for seeking its in-principle approval for listing of Bonds.
Conditions subsequent
to subscription of Bonds
The Issuer shall ensure that the following documents are executed/ activities are completed as
per time frame mentioned elsewhere in this Draft Disclosure Document:
1. Credit of demat account(s) of the allottee(s) by number of Bonds allotted within 2 working
days from the Deemed Date of Allotment;
2. Making listing application to BSE within 15 days from the Deemed Date of Allotment of
Bonds and seeking listing permission within 20 days from the Deemed Date of Allotment of
Bonds in pursuance of SEBI Debt Regulations. In case of delay in listing of the Bonds beyond
20 days from the Deemed Date of Allotment, the Issuer shall pay penal interest at the rate
of 1.00% p.a. over the respective Coupon Rates of the Bonds from the expiry of 30 days
from the Deemed Date of Allotment till the listing of Bonds to the bondholders.
3. Execution of Bond/ Debenture Trust Deed for creation of security within time frame
prescribed in the relevant regulations/ act/ rules etc. and submit with BSE within 5 working
days of execution of the same for uploading on its website in pursuance of SEBI Debt
Regulations. In case of delay in execution of Bond/ Debenture Trust Deed and/or other
security document(s), the Issuer will refund the subscription with agreed rate of interest or
will pay penal interest at the rate of 2.00% p.a. over the respective Coupon Rates of the
Bonds till these conditions are complied with at the option of the bondholder(s).
Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned
elsewhere in this Draft Disclosure Document.
Future Borrowings and
Automatic Approvals to
the Issuer
As long as the Company maintains the stipulated security cover in respect NCD’s, the Company
shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form and also
issue Debentures / Notes / other securities in any manner and to change its capital structure
without the consent of Debenture holders/Debenture Trustee.
Further, the Company shall not be required to obtain debenture holders/ debenture trustee
consent for creating pari passu charge on the assets given as a security for further borrowings till
the time stipulated security cover is maintained. In case, pari passu letter for any charge creation
is requested by the Issuer, Debenture Trustee shall be empowered to issue the same without
seeking consent from the Debenture holders, as long as the Issuer satisfies the above
requirement of minimum security cover maintenance
Events of Default If the Issuer commits a default in making payment of any instalment of interest or repayment of
principal amount of the Bonds on the respective due date(s), the same shall constitute an “Event
of Default” by the Issuer. In case of default in payment of interest and/or principal redemption on
the due dates, the Issuer shall pay an additional interest at the rate of 2.00% p.a. over the
respective Coupon Rates of the Bonds for the defaulting period
Remedies Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from
majority Bondholder(s), declare the amounts outstanding to be due and payable forthwith and
the security created under the security documents shall become enforceable, and the Trustees
shall have the right to enforce any security created pursuant to the security documents towards
repayment of the amounts outstanding and/or exercise such other rights as the Trustees may
deem fit under the applicable laws.
Cross Default Not Applicable
Role and Responsibilities
of Trustees
The Trustees shall protect the interest of the Bondholders in the event of default by the Issuer in
regard to timely payment of interest and repayment of principal and shall take necessary action
at the cost of the Issuer. No Bondholder shall be entitled to proceed directly against the Issuer
unless the Trustees, having become so bound to proceed, fail to do so.
The Trustees shall carry out its duties and perform its functions as required to discharge its
obligations under the terms of SEBI Debt Regulations, the Securities and Exchange Board of India
(Debenture Trustees) Regulations, 1993, the Bond/ Debenture Trusteeship Agreement, the Bond/
Debenture Trust Deed, Disclosure Document and all other related transaction documents, with
due care, diligence and loyalty.
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The Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise
the implementation of the conditions regarding creation of security for the Bonds.
The Issuer shall, till the redemption of Bonds, submit its latest audited/ limited review half yearly
consolidated (wherever available) and standalone financial information such as Statement of
Profit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to the
Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide
circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended. Besides, the Issuer
shall within 180 days from the end of the financial year, submit a copy of the latest annual report
to the Trustees and the Trustees shall be obliged to share the details so submitted with all
‘Qualified Institutional Buyers’ (QIBs) and other existing Bondholder(s) within two working days of
their specific request.
Governing Law and
Jurisdiction
The Bonds are governed by and shall be construed in accordance with the existing laws of India.
Any dispute arising thereof shall be subject to the jurisdiction of the competent court of New
Delhi, India
Additional Covenants 1. Security Creation: The Issuer undertakes that it shall execute the necessary documents for
creation of the charge, including the Debenture/ Bond Trust Deed, within time frame
prescribed in the relevant regulations/ act/ rules etc. and submit with BSE within five working
days of execution of the same for uploading on its website. In case of delay in execution of
Bond/ Debenture Trust Deed and/or other security document(s), the Issuer will refund the
subscription with agreed rate of interest or will pay penal interest at the rate of 2.00% p.a.
over the respective Coupon Rates of the Bonds till these conditions are complied with at the
option of the bondholder(s).
2. Default in Payment: In case of default in payment of interest and/or principal redemption on
the due dates, the Issuer shall pay an additional interest at the rate of 2.00% p.a. over the
respective Coupon Rates of the Bonds for the defaulting period.
3. Listing: The Issuer shall complete all the formalities and seek listing permission within 20
days from the Deemed Date of Allotment. In case of delay in listing of the Bonds beyond 20
days from the Deemed Date of Allotment, the Issuer shall pay penal interest at the rate of
1.00% p.a. over the respective Coupon Rates of the Bonds from the expiry of 30 days from
the Deemed Date of Allotment till the listing of Bonds to the bondholders.
Mode of Subscription Applicants may make remittance of application money only through electronic transfer of funds
through Fund Transfer/ RTGS mechanism for credit as per details given hereunder:
Name of the Collecting Banker As per Application form
Credit into Current A/c No.
IFSC Code
Address of the Branch
Issue Opening Date* To be mentioned in relevant Tranche IM
Issue Closing Date* To be mentioned in relevant Tranche IM
Pay-in Date * To be mentioned in relevant Tranche IM
Deemed Date of
Allotment *
To be mentioned in relevant Tranche IM
*The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above dates without giving any
reasons or prior notice. In such a case, investors shall be intimated about the revised schedule by the Issuer. The Issuer
also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any
notice. In case if the above date is/ are changed (pre-poned/ postponed), the Deemed Date of allotment may also be
changed (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date
of Allotment, the Coupon Payment Dates and/or Redemption Date may also be changed at the sole and absolute
discretion of the Issuer.
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X. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OF ISSUANCE, ISSUE SIZE,
UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED,
REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION, DISCOUNT AT WHICH OFFER IS MADE
AND EFFECTIVE YIELD FOR INVESTOR)
PRIVATE PLACEMENT OF TAXABLE SECURED REDEEMABLE NON CONVERTIBLE BONDS OF FACE VALUE OF RS.10.00
LACSEACH IN THE NATURE OF DEBENTURES FOR AN AMOUNT AGGREGATING RS. 53,279 CRORE BY NATIONAL
HIGHWAYS AUTHORITY OF INDIA (“NHAI” OR THE “ISSUER” OR THE “AUTHORITY”) in one or multiple tranches
1. ISSUE SIZE
National Highways Authority of India (“NHAI” or the “Issuer” or the “Authority”) to raise Rs. 53,279 crore in one or
multiple tranches through issue of Taxable Secured Redeemable Non-Convertible Bonds in the nature of Debentures
(“Bonds”) of face value of Rs. 10.00 lacs each in one or multiple tranches).
2. ELIGIBILITY TO COME OUT WITH THE ISSUE
The Issuer or the person in control of the Issuer, or its promoter, has not been restrained or prohibited or debarred by
SEBI/any other Government authority from accessing the securities market or dealing in securities and such direction or
order is in force.
3. REGISTRATION AND GOVERNMENT APPROVALS
NHAI can undertake the activities proposed by it in view of the present approvals and no further approval from any
government authority(ies) is required by NHAI to undertake the proposed activities save and except those approvals which
may be required to be taken in the normal course of business from time to time.
4. AUTHORITY FOR THE ISSUE
The present Issue is being made pursuant to announcement in Union Budget, NHAI Act and resolution passed by the
Members of the Board of NHAI on April 10, 2017, approving the Issue and delegation provided thereunder.
5. OBJECTS OF THE ISSUE
The funds raised through this Issue will be utilized for part financing of the various projects being implemented by NHAI
under the NHDP and other national highway projects as approved by the Government of India.
Further, in accordance with the SEBI Debt Regulations, NHAI shall not utilize the proceeds of the Issue for providing loans
to or acquisition of shares of any person who is part of the same group or who is under the same management. Further,
NHAI is a statutory authority and, as such, it does not have any identifiable group companies or companies under the
same management though it does have shareholding interest in certain Special Purpose Vehicles which are engaged in
area specific development of port roads.
6. UTILISATION OF ISSUE PROCEEDS
The funds being raised by the Issuer through present issue of Bonds are not meant for financing any particular project. In
terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use
of proceeds of the Issue. Members of the Authority shall monitor the utilisation of the proceeds of the Issue. NHAI shall
disclose in its financial statements, the utilization of the proceeds of the issue under a separate head along with any
details in relation to all such proceeds of the issue that have not been utilized thereby also indicating investments, if any,
of such unutilized proceeds of the Issue. NHAI shall utilize the proceeds of the issue only upon the execution of the
documents for creation of security as stated in this Disclosure Document and upon the listing of the Bonds. The objects of
NHAI as specified in NHAI Act permits it to undertake its existing activities as well as the activities for which the funds are
being raised through the Issue.
NHAI undertakes that proceeds of the present issue shall not be used for any purpose which may be in contravention of
the regulations/ guidelines/ norms issued by the RBI/ SEBI/ RoC/ Stock Exchange(s).
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7. MINIMUM SUBSCRIPTION
In terms of the SEBI Debt Regulations, the Issuer may decide the amount of minimum subscription which it seeks to raise
by issue of Bonds and disclose the same in the Disclosure document. The Issuer has decided not to stipulate any minimum
subscription for the present Issue and therefore the Issuer 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.
8. UNDERWRITING
The present Issue of Bonds is not underwritten.
9. NATURE OF BONDS
The Bonds are to be issued in the form ofTaxable Secured Redeemable Non-Convertible Bonds in the nature of
Debentures.
10. FACE VALUE
Each Bond has a face value of Rs. 10 lacs. The Bonds are redeemable at par i.e. for Rs. 10 lacs.
11. SECURITY
The Bonds shall be secured by way of mortgage over the property of NHAI situated at Ahmedabad along with fixed assets
of NHAI, being highway projects comprising of all superstructures including highway lightings, road barriers and dividers,
bridges, culverts and all other super structures constructed on national highways except those under the Surat-Manor
Tollway Project entrusted to NHAI with a minimum security cover of one time of the aggregate face value amount of
Bonds outstanding at all times. Such security creation requires prior approval and authorization by the Government of
India as owner of the land. The No-Objection Certificate has been received by the NHAI from the Government of India in
this respect.
12. TERMS OF PAYMENT
The full face value of the Bonds as applicable, is to be paid along with the Application Form. Investor(s) need to send in the
Application Form and the cheque(s)/ demand draft(s)/ RTGS for the full issue price of Bonds allocated to them.
Face Value per Bond Minimum Application for Amount Payable on Application per Bond
Rs. 10 lacs 100 Bonds and in multiples of 10
Bond thereafter
Face Value
13. DEEMED DATE OF ALLOTMENT
All benefits under the Bonds including payment of interest will accrue to the Bondholders from and including date of
allotment, to be mentioned as per relevant Tranche IM/ Term sheet, which shall be the Deemed Date of Allotment. All
benefits relating to the Bonds will be available to the investors from the Deemed Date of Allotment. The actual allotment
of Bonds may take place on a date other than the Deemed Date of Allotment. The Issuer reserves the right to keep
multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. In case if
the issue closing date/ pay in dates is/are changed (pre-poned/ postponed), the Deemed Date of Allotment may also be
changed (pre-pond/ postponed) by the Issuer at its sole and absolute discretion.
14. LETTER(S) OF ALLOTMENT/ BOND CERTIFICATE(S)/ REFUND ORDER(S)/ ISSUE OF LETTER(S) OF ALLOTMENT
The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services
(India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 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 Bond Certificate.
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15. ISSUE OF BOND CERTIFICATE(S)
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 Bond Certificate. However, in case , if all formalities are not completed the same will
be akin to letter of allotment , which on completion of the all statutory formalities, such credit will be akin to a Bond
Certificate. The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of The
Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules
notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect
thereof. The Bonds shall be allotted in dematerialized form only.
16. DEPOSITORY ARRANGEMENTS
The Issuer has appointed M/s Beetal Financial & Computer Services (P) Ltd. (Address: 99, Beetal House, Madangir, Behind
Local Shopping Centre, Near Harsukhdas Mandir, New Delhi-110062) as the Registrar (“Registrar”) for the present Bond
Issue. The Issuer has entered into necessary depository arrangements with National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) for dematerialization of the Bonds offered under the present Issue,
in accordance with the Depositories Act, 1996 and regulations made thereunder. In this context, the Issuer has signed two
tripartite agreements as under:
• Tripartite Agreement between the Issuer, National Securities Depository Limited (“NSDL”) and the Registrar for
dematerialization of the Bonds offered under the present Issue.
• Tripartite Agreement between the Issuer, Central Depository Services (India) Limited (“CDSL”) and the Registrar for
dematerialization of the Bonds offered under the present Issue.
Investors can hold the bonds only in dematerialised form and deal with the same as per the provisions of Depositories Act,
1996 as amended from time to time.
17. PROCEDURE FOR APPLYING FOR DEMAT FACILITY
a. Applicant(s) should have/ open a Beneficiary Account with any Depository Participant of NSDL or CDSL.
b. The applicant(s) must specify their beneficiary account number and depository participants ID in the relevant
columns of the Application Form.
c. If incomplete/incorrect beneficiary account details are given in the Application Form which does not match with the
details in the depository system, the allotment of Bonds shall be held in abeyance till such time satisfactory demat
account details are provided by the applicant.
d. The Bonds shall be directly credited to the Beneficiary Account as given in the Application Form and after due
verification, allotment advice/refund order, if any, would be sent directly to the applicant by the Registrars to the
Issue but the confirmation of the credit of the Bonds to the applicant’s Depository Account will be provided to the
applicant by the Depository Participant of the applicant.
e. Interest or other benefits with respect to the Bonds would be paid to those bondholders whose names appear on the
list of beneficial owners given by the depositories to the Issuer as on the Record Date. In case, the beneficial owner is
not identified by the depository on the Record Date due to any reason what so ever, the Issuer shall keep in abeyance
the payment of interest or other benefits, till such time the beneficial owner is identified by the depository and
intimated to the Issuer. On receiving such intimation, the Issuer shall pay the interest or other benefits to the
beneficiaries identified, within a period of 15 days from the date of receiving such intimation.
f. Applicants may please note that the Bonds shall be allotted and traded on the stock exchange(s) only in
dematerialized form.
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18. FICTITIOUS APPLICATIONS
Any person who makes, in fictitious name, any application to a body corporate for acquiring, or subscribing to, the Bonds,
or otherwise induced a body corporate to allot, register any transfer of Bonds therein to them or any other person in a
fictitious name, shall be punishable as per provisions of extant laws.
19. MARKET LOT
The market lot will be one Bond (“Market Lot”). Since the Bonds 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 Bonds.
20. TRADING OF BONDS
The marketable lot for the purpose of trading of Bonds shall be 1 (one) Bond of face value of Rs.10 lacs each. Trading of
Bonds would be permitted in demat mode only in standard denomination of Rs.10 lacs and such trades shall be cleared
and settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has
been made over the counter, the trades shall be reported on a recognized stock exchange having a nationwide trading
terminal or such other platform as may be specified by SEBI.
21. MODE OF TRANSFER OF BONDS
The Bonds 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
Bonds held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to
his depository participant. 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 Issuer.
22. BASIS OF ALLOCATION / ALLOTMENT
The issuer reserves the right to reject any/all applications at its sole discretion, without assigning any reason whatsoever.
The decision of NHAI in this regard will be final and binding on all the applicants and shall not be called into question,
whatsoever.
23. COMMON FORM OF TRANSFER
The Issuer undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this
Disclosure Document.
24. INTEREST ON APPLICATION MONEY
a. In case of change in deemed date of allotment and in respect of investors who get allotment in the bond issue ,
interest on application money shall be paid at the coupon rate applicable for bond series (subject to deduction
of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-
enactment thereof, as applicable) from the date of receipt of application money in NHAI’s account till one day
prior to the date of allotment on the aggregate face value amount of Bonds The interest on Application Money
shall be computed as per “Actual/Actual” day count convention. The payment shall be made only through
electronic mode. However, in case of rejection of electronic mode, due to incomplete / in correct detail provided
by applicant payment may be made through cheque /demand draft. The cheque /demand draft for interest on
application money shall be dispatched by the Issuer within 15 days from the Deemed Date of Allotment by
registered post to the sole/ first applicant, at the sole risk of the applicant.
b. No interest on Application Money will be paid in respect of applications which are rejected due to any reason.
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25. INTEREST ON THE BONDS
The face value of the Bonds outstanding shall carry interest at the coupon rate from deemed date of allotment and the
coupon rate & frequency of payment (subject to deduction of income tax under the provisions of the Income Tax Act,
1961, or any other statutory modification or re-enactment thereof, as applicable) are mentioned at summary term sheet.
The interest payment shall be made through electronic mode to the bondholders whose names appear on the list of
beneficial owners given by the depository participant to R&TA as on the record date fixed by Issuer in the bank account
which is linked to the demat of the bondholder. However, in absence of complete bank details i.e. correct/updated bank
account number, IFSC/RTGS code /NEFT code etc., issuer shall be required to make payment through cheques / DDs on
the due date at the sole risk of the bondholders. Interest or other benefits with respect to the Bonds would be paid to
those Bondholders whose names appear on the list of beneficial owners given by the depository participant to R&TA as on
the Record Date.
26. COMPUTATION OF INTEREST
Interest for each of the interest periods shall be computed as per Actual/ Actual day count convention on the face value
amount of Bonds outstanding at the respective Coupon Rate rounded off to the nearest Rupee. Where the interest period
(start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the face value
amount of Bonds outstanding.
27. RECORD DATE
The ‘Record Date’ for the Bonds shall be 15 days prior to each Coupon Payment Date and Redemption Date. In case of
redemption of Bonds, the trading in the Bonds shall remain suspended between the Record Date and the Redemption
Date. Interest payment and principal repayment shall be made to the person whose name appears as beneficiary with the
Depositories as on Record Date. In the event of the Issuer not receiving any notice of transfer at least 15 days before the
respective Coupon Payment Date and Redemption Date, the transferees for the Bonds shall not have any claim against the
Issuer in respect of amount so paid to the registered Bondholders.
28. DEDUCTION OF TAX 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 out of interest payable on Bonds.
Tax exemption certificate/ declaration of non-deduction of tax at source, if applicable, on interest on application money
should be submitted along with the Application Form. Regarding deduction of tax at source and the requisite declaration
forms to be submitted, prospective investors are advised to consult their own tax consultant(s).In case of tax deducted at
source, the Company will issue the TDS certificate to the investors.
29. PUT & CALL OPTION
Neither the bondholder(s) shall have any right to exercise Put Option nor the Issuer shall have right to exercise Call Option
to redeem the Bonds, in whole or in part, prior to the respective Redemption Date.
30. REDEMPTION
The face value of the Bonds shall be redeemed at par, on the respective Redemption Dates. The Bonds will not carry any
obligation, for interest or otherwise, after the Redemption Date. The Bonds shall be taken as discharged on payment of the
redemption amount by the Issuer on the Redemption Date to the registered Bondholders whose name appear in the
Register of Bondholders on the Record Date. Such payment will be a legal discharge of the liability of the Issuer towards
the Bondholders.
In case any Redemption Date falls on a day which is not a Working Day, the payment due shall be made on the
immediately preceding Working Day along with interest accrued on the Bonds until but excluding the date of such
payment.
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31. ADDITIONAL COVENANTS
a. Security Creation: The Issuer undertakes that it shall execute the necessary documents for creation of the
charge, including the Debenture/ Bond Trust Deed, within time frame prescribed in the relevant regulations/
act/ rules etc. and submit with BSE within five working days of execution of the same for uploading on its
website. In case of delay in execution of Bond/ Debenture Trust Deed and/or other security document(s), the
Issuer will refund the subscription with agreed rate of interest or will pay penal interest at the rate of 2.00%
p.a. over the respective Coupon Rates of the Bonds till these conditions are complied with at the option of the
bondholder(s).
b. Default in Payment: In case of default in payment of interest and/or principal redemption on the due dates, the
Issuer shall pay an additional interest at the rate of 2.00% p.a. over the respective Coupon Rates of the Bonds
for the defaulting period.
c. Listing: The Issuer shall complete all the formalities and seek listing permission within 20 days from the Deemed
Date of Allotment. In case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment,
the Issuer shall pay penal interest at the rate of 1.00% p.a. over the respective Coupon Rates of the Bonds
from the expiry of 30 days from the Deemed Date of Allotment till the listing of Bonds to the bondholders.
32. SETTLEMENT/ PAYMENT ON REDEMPTION
Payment of interest and repayment of principal shall be made by way of cheque(s)/ interest/ redemption warrant(s)/
demand draft(s)/ credit through direct credit/ NECS/ RTGS/ NEFT mechanism in the name of the Bondholders whose name
appear on the List of Beneficial Owners given by Depository to the Issuer as on the Record Date.
The Bonds shall be taken as discharged on payment of the redemption amount by the Issuer on the Redemption Date to
the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant as on Record Date. Such payment will be a
legal discharge of the liability of the Issuer towards the Bondholders. On such payment being made, the Issuer shall inform
NSDL/ CDSL/ Depository Participant and accordingly the account of the Bondholders with NSDL/ CDSL/ Depository
Participant shall be adjusted.
The Issuer’s liability to the Bondholders towards all their rights including for payment or otherwise shall cease and stand
extinguished from the due date of redemption in all events. Further the Issuer will not be liable to pay any interest or
compensation from the Redemption Date. On the Issuer’s dispatching/ crediting the amount to the Beneficiary(ies) as
specified above in respect of the Bonds, the liability of the Issuer shall stand extinguished.
33. EFFECT OF HOLIDAYS
If the interest payment date falls on a holiday, the payment may be made on the following working day. However, the
calculation of payment of interest will be only till the day prior to that holiday. Also, the dates of the future coupon
payments would be as per the schedule stipulated in the Disclosure Document/ Term Sheet in line with SEBI circular No
CIR/IMD/DF-1/122/2016 dated November 11, 2016.
If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a Business Day,
the redemption proceeds shall be paid by the Issuer on the preceding Business Day along with interest accrued on the
Bonds until but excluding the date of such payment. In the event the Record Date falls on a day which is not a Business
Day, the immediately succeeding Business Day will be considered as the Record Date. The interest/redemption payments
shall be made only on the days when the money market is functioning in Mumbai.
Set forth below is an illustration for guidance in respect of the day count convention and effect of holidays on payments.
Investors should note that this example is solely for illustrative purposes. We have not considered the effect of public
holidays as it is difficult to ascertain for future dates.
Face Value of the Bond (in Rs) – 10,00,000.00/-
Deemed Date of Allotment – To be mentioned in relevant Tranche IM
Redemption/Maturity Date – To be mentioned in relevant Tranche IM
Coupon rate – To be mentioned in relevant Tranche IM
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Cash Flows Day, Date No. of Days in Coupon
Period
Amount (in
Rupees)
To be mentioned in relevant Tranche IM
Assumptions and Notes:
1. The aggregate coupon payable to each Bondholder shall be rounded off to the nearest rupee as per the Fixed
Income Money Market and Derivatives Association handbook on market practices.
2. The actual dates and maturity amount will be in accordance to and in compliance with the provisions of SEBI
circular CIR/IMD/DF-1//22/2016 dated November 11, 2016 giving effect to actual holidays and dates of maturity
which qualifies the SEBI requirement.
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34. LIST OF BENEFICIAL OWNERS
The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be
the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.
35. SUCCESSION
In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for the time
being, the Issuer shall recognize the executor or administrator of the deceased Bondholder, or the holder of succession
certificate or other legal representative as having title to the Bond(s).the Issuer shall not be bound to recognize such
executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of
administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from
a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense
with production of probate or letter of administration or succession certificate or other legal representation, in order to
recognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder on production of
sufficient documentary proof or indemnity.
Where a non-resident Indian becomes entitled to the Bond by way of succession, the following steps have to be complied:
a. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Bond was acquired by the
NRI as part of the legacy left by the deceased holder.
b. Proof that the NRI is an Indian National or is of Indian origin.
Such holding by the NRI will be on a non-repatriation basis.
36. WHO CAN APPLY
The following categories of investors are eligible to apply for this Issue of Bonds. However, the prospective subscribers
must make their own independent evaluation and judgement regarding their eligibility to invest in the Issue.
Eligible Investors i. Qualified Institutional Buyers (“QIBs”)
a) Mutual Funds registered with SEBI;
b) Public Financial Institutions as defined in Section 2(72) of the Companies Act, 2013;
c) Scheduled Commercial Banks;
d) State Industrial Development Corporations;
e) Multilateral and Bilateral Development Financial Institutions;
f) Insurance Companies registered with the Insurance Regulatory and Development
Authority;
g) Provident Funds with minimum corpus of Rs. 25.00 crores;
h) Pension Funds with minimum corpus of Rs. 25.00 crores;
i) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated
November 23, 2005 of the Government of India published in the Gazette of India;
j) Insurance Funds set up and managed by army, navy or air force of the Union of
India
ii. Corporates
a) Companies within the meaning of sub-section 20 of Section 2 of the Companies Act,
2013;
b) Statutory Bodies/ Corporations;
c) Cooperative Banks;
d) Regional Rural Banks;
e) Limited Liability Partnerships;
f) Trusts including Public/ Private/ Charitable/ Religious Trusts;
g) Societies registered under the applicable laws in India and authorized to invest in
Bonds;
h) Any other legal entities authorized to invest in Bonds, subject to compliance with
the relevant regulations applicable to such entities.
OR ANY OTHER ENTITY AS MENTIONED IN RELEVANT TRANCHE IM.
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37. WHO ARE NOT ELIGIBLE TO APPLY FOR BONDS
This Issue is not being offered to the following categories of investors and any application from such investors will be
deemed an invalid application and rejected:
Non-Eligible classes of
Investors
a) Venture Capital Funds;
b) Foreign Venture Capital investors registered with SEBI;
c) Foreign Institutional Investors and sub-account (other than a sub-account which is a
foreign corporate or foreign individual), registered with SEBI;
d) Qualified Foreign Investors;
e) Foreign Nationals;
f) Minors without a guardian name;
g) Persons resident outside India;
h) Overseas Corporate Bodies;
i) Person ineligible to contract under applicable statutory/ regulatory requirements;
j) Resident Individual Investors, Hindu Undivided Families through Karta, Non Resident
Indians applying for aggregate face value of Bonds of upto and including Rs. 10 lacs across
both Series of Bonds in the issue
Or any other entity as mentioned in relevant Tranche IM
38. DOCUMENTS TO BE PROVIDED BY INVESTORS
Investors need to submit the certified true copies of the following documents, along-with the Application Form, as
applicable:
• Memorandum and Articles of Association/Constitution/ Bye-laws/ Trust Deed;
• Board Resolution authorizing the investment and containing operating instructions;
• Power of Attorney/ relevant resolution/authority to make application;
• Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority;
• Government Notification (in case of Primary Co-operative Bank and RRBs);
• Copy of Permanent Account Number Card (“PAN Card”) issued by the Income Tax Department;
• Copy of a cancelled cheque for ECS payments;
• Necessary forms for claiming exemption from deduction of tax at source on interest on application money, wherever
applicable.
39. HOW TO APPLY
This Disclosure Document 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 Bonds issued by the Company. The document is for the
exclusive use of the institution(s) to whom it is delivered and it should not be circulated/ distributed to third parties. This
being a private placement Issue, the eligible investors who have been addressed through this communication directly, only
are eligible to apply. Applications for the Bonds must be in the prescribed form and completed in BLOCK LETTERS in English
and as per the instructions contained therein.
Applications complete in all respects 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 application
money 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. The original
Applications Forms (along with all necessary documents as detailed in this Disclosure Document), pay-in slip and other
necessary documents should be sent to the head office of the Issuer through respective arrangers on the same day.
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Cheque(s)/ demand draft(s) will not be accepted. Money orders/postal orders will also not be accepted. The entire amount
of issue price per Bond i.e. Face Value + Premium on issue)is payable on application. Applicants may make remittance of
application money only by way of electronic transfer of funds only through RTGS/ fund transfer.
The payment to be made for subscription to securities shall be made from the bank account of the person/entity
subscribing to such securities and the company shall keep the record of the Bank account from where such payments for
subscriptions have been received.
Provided that monies payable on subscription to securities to be held by joint holders shall be paid from the bank account
of the person whose name appears first in the application.
Applications should be for the number of Bonds applied by the Applicant. Applications not completed in the said manner
are liable to be rejected. The name of the applicant’s bank, type of account and account number must be filled in the
Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and
interest/ redemption warrants.
All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/ Private/
Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investors requiring “approved
security” status for making investments.
For further instructions about how to make an application for applying for the Bonds and procedure for remittance of
application money, please refer to the Summary Term Sheet and the Application Form.
40. FORCE MAJEURE
The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the event of any unforeseen
development adversely affecting the economic and regulatory environment.
41. 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 signature(s) 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 Issuer or to the Registrars or to such other person(s) at such other address(es) as may
be specified by the Issuer from time to time through a suitable communication.
42. APPLICATION BY MUTUAL FUNDS
In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian
Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the
application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the
scheme for which the application has been made.
43. ACKNOWLEDGEMENTS
No separate receipts will be issued for the application money. However, the Arrangers to the Issue receiving the duly
completed Application Form will acknowledge receipt of the application by stamping and returning to the applicant the
acknowledgement slip at the bottom of each Application Form.
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44. RIGHT TO ACCEPT OR REJECT APPLICATIONS
The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without
assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be
sent. Interest on application money will be paid 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 would
not be paid any interest on the application money. Application would be liable to be rejected on one or more technical
grounds, including but not restricted to:
a. Number of bonds applied for is less than the minimum application size;
b. Applications exceeding the issue size;
c. Bank account details not given;
d. Details for issue of Bonds in electronic/ dematerialized form not given;
e. PAN not given;
f. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevant
documents not submitted;
In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds will be
refunded, as may be permitted.
45. PAN
Every applicant should mention its Permanent Account Number (“PAN”) allotted under the Income Tax Act, 1961, on the
Application Form and attach a self-attested copy as evidence. Application Forms without PAN will be considered as
incomplete and are liable to be rejected.
46. 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.
47. NOMINATION FACILITY
As per extant provisions of law, only individuals holding the Bonds as Sole/Joint holder of Bond scan nominate, in the
prescribed manner, a person to whom his/ their Bonds shall vest in the event of his/ their death. Non-individuals including
holders of Power of Attorney cannot nominate.
48. RIGHT OF BONDHOLDER(S)
Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege of shareholders
other than those available to them under statutory requirements. The principal amount and interest on the Bonds will be
paid to the registered Bondholders only, and in case of Joint holders, to the one whose name stands first. Besides, the
Bonds shall be subject to the provisions of NHAI Act, the terms of this Disclosure Document and other terms and
conditions as may be incorporated in the Bond/ Debenture Trusteeship Agreement and other documents that may be
executed in respect of these Bonds.
49. MODIFICATION OF RIGHTS
The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with the consent,
in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of the Bonds or with the
sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided that nothing in such consent
or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and
conditions of the Bonds, if the same are not acceptable to the Issuer.
50. FUTURE BORROWINGS
The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Bonds/
Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital
structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms
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and conditions as the Issuer may think appropriate, without the consent of, or intimation to, the Bondholder(s) or the
Trustees in this connection.
51. BOND/ DEBENTURE REDEMPTION RESERVE (“DRR”)
The Corporation is a statutory body constituted under The National Highways Authority of India Act, 1988 and is not a
public/ private limited company incorporated under The Companies Act. Therefore creation of Bond/ Debenture
Redemption Reserve is not envisaged for the proposed issue of Bonds. The Corporation has also appointed a Trustee to
protect the interest of the Bondholders.
52. NOTICES
All notices required to be given by the Issuer or by the Trustees to the Bondholders shall be deemed to have been given if
sent by ordinary post/ courier to the original sole/ first allottees of the Bonds and/ or if published in one All India English
daily newspaper and one regional language newspaper.
All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest” and
“Payment on Redemption” shall be sent by registered post or by hand delivery to the Issuer or to such persons at such
address as may be notified by the Issuer from time to time.
53. JOINT-HOLDERS
Where two or more persons are holders of any Bond(s), they shall be deemed to hold the same as joint tenants with
benefits of survivorship subject to provisions of Law.
54. DISPUTES & GOVERNING LAW
The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising
thereof shall be subject to the jurisdiction of the competent court of New Delhi, India.
55. INVESTOR RELATIONS AND GRIEVANCE REDRESSAL
Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer endeavours to
resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue quoting the Application
Number (including prefix), number of Bonds applied for, amount paid on application and details of collection centre where
the Application was submitted, may be addressed to the Compliance Officer at head office of the Issuer. All investors are
hereby informed that the Issuer has appointed a Compliance Officer who may be contracted in case of any pre-issue/ post-
issue related problems such as non-credit of letter(s) of allotment/ bond certificate(s) in the demat account, non-receipt of
refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in this
Disclosure Document.
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XI. CREDIT RATING FOR THE BONDS
CRISIL Limited (“CRISIL”) has vide its letter dated May 29, 2017 assigned a credit rating of “CRISIL AAA/Stable” to the
Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of safety regarding timely
servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from CRISIL is enclosed
elsewhere in this Tranche-I IM.
Credit Analysis and Research Limited (“CARE”) has vide its letter dated May 30, 2017, assigned the credit rating of “CARE
AAA” to the Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of safety
regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from
CARE is enclosed elsewhere in this Tranche-I IM.
ICRA Limited (“ICRA”) has vide its letter dated May 30, 2017, assigned the credit rating of “[ICRA] AAA/Stable” to the
Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of safety regarding timely
servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter from ICRA is enclosed
elsewhere in this Tranche-I IM.
India Ratings and Research Private Limited (“IRRPL”) has vide its letter dated May 31, 2017, assigned a credit rating of
“IND AAA/Stable” to the Bonds of the Issuer. Instruments with this rating are considered to have the highest degree of
safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk. A copy of rating letter
from IRRPL is enclosed elsewhere in this Tranche-I IM.
Other than the credit ratings mentioned herein above, NHAI has not sought any other credit rating from any other credit
rating agency(ies) for the Bonds offered for subscription under the terms of this Tranche-I IM.
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 the
future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.
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XII. TRUSTEES FOR THE BONDHOLDERS
The Issuer has appointed SBICAP Trustee Company Limitedto act as trustee for the Debenture Holder(s).The address and
contact details of the Trustees are as under:
SBICAP Trustee Company Limited
Apeejay House, 6th Floor
West Wing, 3, DinshawWachha Road
Churchgate
Mumbai - 400 020
Tel: (022) 43025555
Fax: +91-22-43025500
E-mail: [email protected]
A copy of letter from SBICAP Trustee Company Limited conveying their consent to act as Trustees for the current issue of
Bonds is enclosed elsewhere in this Disclosure Document.
The Issuer hereby undertakes that a Debenture/ Bond Trust Deed inter alia, specifying the powers, authorities and
obligations of the Debenture Trustee and the Issuer shall be executed in favour of the Trustees within permissible time
frame as per statutory laws. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably
given their consent to the Debenture Trustee or any of its agents or authorised officials to do all such acts, deeds, matters
and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem
necessary or require to be done in the interest of the Debenture Holder(s).Any payment made by the Issuer to the
Debenture Trustee on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s).
The Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to the repayment of the principal and
yield thereon and the Debenture Trustee will take necessary action, subject to and in accordance with the Debenture
Trust Deed, at the cost of the Issuer. The Debenture Trust Deed shall more specifically set out the rights and remedies of
the Debenture Holder and the manner of enforcement thereof.
The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the trust
reposed in the Trustees by the holder(s) of the Bonds and shall further conduct itself, and comply with the provisions of all
applicable laws, provided that, the provisions of Section 20 of the Indian Trusts Act, 1882, shall not be applicable to the
Trustees. The Trusteesshall carry out its duties and perform its functions as required to discharge its obligations under the
terms of SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the
Debenture/ Bond Trusteeship Agreement, the Debenture/ Bond Trust Deed, Disclosure Document and all other related
transaction documents, with due care, diligence and loyalty.
The Trustees shall be vested with the requisite powers for protecting the interest of holder(s) of the Bonds including but
not limited to the right to appoint a nominee director on the Board of the Issuer in consultation with institutional holders
of such Bonds. The Trustees shall ensure disclosure of all material events on an on-going basis and shall supervise the
implementation of the conditions regarding creation of security for the Bonds.
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XIII. STOCK EXCHANGE WHERE BONDS ARE PROPOSED TO BE LISTED
The Bonds are proposed to be listed on the Wholesale Debt Market (WDM) segment of BSE Limited (“BSE”).The Issuer has
obtained BSE in-principle approval for listing of Bonds offered under the terms of this Disclosure Document.
The Issuer shall make listing application to BSE and seek listing permission within 15 days of Deemed Date of Allotment. In
case of delay in listing of the Bonds beyond 20 days from the Deemed Date of Allotment, the Issuer shall pay penal
interest at the rate of 1.00% p.a. over the respective Coupon Rates of the Bonds from the expiry of 30 days from the
Deemed Date of Allotment till the listing of Bonds to the bondholders.
XIV. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER
By very nature of its business, the Issuer is involved in a large number of transactions involving financial obligations and
therefore it may not be possible to furnish details of all material contracts and agreements involving financial obligations
of the Issuer. However, the contracts referred to in Para A below (not being contracts entered into in the ordinary course
of the business carried on by the Issuer) which are or may be deemed to be material have been entered into by the
Issuer. Copies of these contracts together with the copies of documents referred to in Para B may be inspected at the
head office of the Issuer between 10.00 a.m. and 2.00 p.m. on any working day until the issue closing date.
A. MATERIAL CONTRACTS
a. Copy of letters appointing Arrangers to the Issue.
b. Copy of letter appointing Registrars
c. Copy of letter appointing Trustees to the Bondholders.
B. DOCUMENTS
a. The National Highways Authority of India Act, 1988, as amended.
b. Board Resolution dated April 10th
, 2017 authorizing issue of Bonds offered under terms of this Disclosure
Document.
c. Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the Bonds.
d. Letter of consent from the Registrars for acting as Registrars to the Issue.
e. Application made to the BSE for grant of in-principle approval for listing of Bonds.
f. Letter from BSE conveying their in-principle approval for listing of Bonds.
g. Letter from CRISIL conveying the credit rating for the Bonds.
h. Letter from CARE conveying the credit rating for the Bonds.
i. Letter from ICRA conveying the credit rating for the Bonds.
j. Letter from IRRPL conveying the credit rating for the Bonds.
k. Tripartite Agreement between the Issuer, NSDL and Registrars for issue of Bonds in dematerialised form.
l. Tripartite Agreement between the Issuer, CDSL and Registrars for issue of Bonds in dematerialised form.
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XVI. ANNEXURES
1. Financial Information of the Issuer
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79
80
81
82
83
84
85
86
87
88
2. Rating Letter from IRRPL
89
90
3. Rating Letter from CRISIL
91
4. Rating Letter from ICRA
92
5. Rating Letter from CARE
93
94
6. Letter from SBICAP Trustee Company Limited
