SBI CAPS IM Deepak - Bombay Stock Exchange IM... · A brief summary of the business/ activities of the Issuer ... A brief history of the issuer ... Sole Arranger In this case being

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Disclosure Document

Private & Confidential – For Private Circulation only Dated: 14 January, 2013

This is a disclosure document prepared in conformity with the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 & Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012

DEEPAK FERTILISERS AND PETROCHEMICALS CORPORATION LIMITED

The Company was incorporated as Private Limited Company on 31st May, 1979 and was converted into Public Limited Company on 14th June, 1979 under the Companies Act, 1956.

Registered & Corporate Office Opp. Golf Course, Shastri Nagar, Yerawada Pune – 411006, Ph: (020) 66458000 Fax: (020) 26683723

Contact person and compliance officer

Mr. R. Sriraman, Executive Vice President (Legal) & Company Secretary; Email: [email protected]

CFO Mr. Somnath Patil, President & CFO; Email: [email protected]

PRIVATE PLACEMENT OF SECURED, NON-CONVERTIBLE, REDEEMABLE DEBENTURES ISSUED BY DEEPAK FERTILISERS AND PETROCHEMICALS CORPORATION LIMITED (THE “COMPANY”) OF FACE VALUE RS. 10,00,000/- EACH AGGREGATING RS. 350 CRORES

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. For taking an investment decision, the investors must rely on their own examination of the Company and this Issue including the risks involved. The Debentures have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document.

CREDIT RATING

CARE has assigned ‘CARE AA [Double A]’ (Stable) (pronounced as CARE Double A) vide its letter dated 07th January, 2013 and ICRA has assigned ‘[ICRA] AA (Stable)’ (pronounced as ICRA Double A) for NCD programme of Rs. 350 crores vide its letter dated 17th December 2012. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to suspension, revision or withdrawal at any time by the assigned rating agency. The rating agency has a right to revise, suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or other circumstances which the Credit Rating Agency believes may have an impact on its rating. For further details including in respect of the rationale for the credit rating, please refer to section titled “Credit Rating & Rationale Thereof” mentioned elsewhere in this Disclosure Document.

LISTING

The Debentures are proposed to be listed on the wholesale debt market segment of the BSE.

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE

14th January, 2013 14th January, 2013 The Company reserves the right to close this Issue earlier from the aforesaid date or change the Issue time-table including the Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. This Issue will be open for subscription at the commencement of banking hours and close at the close of banking hours. This Issue shall be subject to the terms and conditions of this Disclosure Document filed with the Stock Exchange and other documents in relation to this Issue.

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TEAM FOR THIS ISSUE

SOLE ARRANGER

M/s SBI Capital Markets Limited 202, Maker Tower ‘E’, Cuffe Parade, Mumbai 400 005 Contact Person: Mr. Puneet S. Deshpande Telephone: 022-22178336 Fax: 022-22152711 E-mail: [email protected]

RATING AGENCY

CREDIT ANALYSIS & RESEARCH LTD 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022. Tel: +91-022- 6754 3456 Fax: +91-022- 6754 3457 e-mail: [email protected]

ICRA Limited 1105, Kailash Building, 11th Floor, 26, Kasturba Gandhi Marg, New Delhi—110001 Tel: +91-11-23357940-50; Fax: +91-11- 23357014 email: [email protected]

REGISTRAR TO ISSUE TRUSTEES

Sharepro Services (India) Pvt. Ltd 13AB, Samhita Warehousing Complex. 2nd Floor,Off Andheri –Kurla Road, Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (E) Mumbai 400 072

IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg,Ballard Estate, Mumbai – 400 001. Website: http://www.idbitrustee.com Mail id: [email protected]

AUDITORS OF THE ISSUER COLLECTING BANKER

B.K.KHARE & CO., Chartered Accountants 706/ 708, Sharda Chambers, New Marine Lines, Mumbai 400 020

IDBI Bank Ltd.

Large Corporate Group, 2nd Floor, Pride House, Shivajinagar, Pune 411016

CC Account no. 007655100000222 IFSC: IBKL0000390

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Table of Contents

I. DEFINITIONS AND ABBREVIATIONS.............................................................................................. 4

1. General terms.............................................................................................................................. 4

2. Company related terms ............................................................................................................... 4

3. Issue related term ....................................................................................................................... 4

4. Conventional and General Terms, Abbreviations and References to Other Business Entities ... 5

II. DISCLAIMER .................................................................................................................................... 6

1. General Disclaimer ..................................................................................................................... 6

2. Disclaimer of SEBI ...................................................................................................................... 6

3. Disclaimer of the Sole Arranger .................................................................................................. 6

4. Disclaimer of the Company ......................................................................................................... 6

5. Disclaimer in respect of Jurisdiction .......................................................................................... 6

6. Disclaimer of the Stock Exchange ................................................................................................ 7

7. Cautionary Note ........................................................................................................................... 7

III. ISSUER INFORMATION ................................................................................................................... 8

1. Names and addresses .................................................................................................................. 8

2. A brief summary of the business/ activities of the Issuer ........................................................... 8

3. A brief history of the issuer ........................................................................................................ 11

4. Details of Shareholding of the Company .................................................................................... 12

5. Details regarding the directors of the company ......................................................................... 13

6. Details regarding Auditors of the company ............................................................................... 15

7. Details of borrowings of the company ....................................................................................... 15

8. Promoters of the company ......................................................................................................... 18

IV. FINANCIAL SNAPSHOT ................................................................................................................... 18

1. Abridged version of Audited Consolidated and Standalone Financial Information .................................... 18

2. Half Yearly Result As On 30.09.2012, ........................................................................................ 18

3. Any Material Event/Development .............................................................................................. 18

V. ISSUE DETAILS ............................................................................................................................... 18

1. General Terms and Conditions Applicable To the Debentures .................................................. 18

2. Terms of the Issue ...................................................................................................................... 21

3. Other Regulatory and Statutory Disclosures ............................................................................. 27

VI. ANNEXURE A .................................................................................................................................. 28

VII. ANNEXURE C ................................................................................................................................... 31

VIII. CREDIT RATING & RATIONALE THEREOF ....................................................................................33

IX. CONSENT LETTER FROM THE DEBENTURE TRUSTEE .................................................................33

X. DECLARATION ................................................................................................................................33

XI. UNDERTAKINGS BY THE COMPANY ..............................................................................................33

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I. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document. 1. General terms

Term Description

“DFPCL” or the “Company” or the “Issuer”

Deepak Fertilisers And Petrochemicals Corporation Limited is a limited company incorporated under the Companies Act, 1956

“we”, “us”, “our” Unless the context otherwise requires, the Company, its Subsidiaries, and joint ventures

2. Company related terms

Term Description

Articles of Association The articles of association of the Company

Auditors M/s B.K.Khare & Co., Chartered Accountants, the statutory auditors of the Company

Board of Directors/Board The board of directors of the Company or a duly constituted committee thereof

Director(s) Director(s) on the Board, as appointed from time to time

Promoter(s) Shri Chimanlal K Mehta & Shri shailesh C Mehta, who are the Promoters of the Issuer (as defined in Regulation 2(h) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011).

Registered Office The registered office of the Company, presently located at Opp. Golf Course, Shastri Nagar, Yerawada Pune – 411006.

Direct Subsidiaries Smartchem Technologies Ltd., Deepak Nitrochem Pty. Ltd., Deepak Mining Services Ltd., Yerrowda Investments Ltd.

Indirect Subsidiaries Complete Mining Solutions Pvt. Ltd.

Joint Venture The company does not have any joint ventures with other corporations

3. Issue related term

Term Description

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

Application Form The form in which an investor can apply for subscription to the Debentures. Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under Section 2 of the

Depositories Act Business Day All days except Saturday, Sunday on which the Registered Office is open for business

in Pune Coupon Payment Date Date of payment of interest on the Debentures

Credit Rating Agency ICRA Limited

Date of Allotment The date on which Allotment for this Issue, is made Debenture holder(s) The investors who are Allotted Debentures Deemed Date of Allotment 18th January, 2013

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

Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as amended

Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL and CDSL

ECS Electronic Clearing Service FII Foreign Institutional Investor (as defined under the Securities and Exchange Board of

India (Foreign Institutional Investors) Regulations, 1995, as amended) registered with SEBI

Issue Issue by way of private placement of the Debentures by the Issuer ISIN International Securities Identification Number Sole Arranger In this case being SBI Capital Markets Ltd Maturity Date The date on which repayment of principal amount in respect of the Debentures shall

be made Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996. As amended NEFT National Electronic Funds Transfer

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the FEMA Regulations

Overseas Corporate Body/OCB

A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than

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Term Description

60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under FEMA Regulations. OCBs are not permitted to invest in this Issue

Pay-in Date Unless the context otherwise requires, the date on which the Debenture holders shall make payment, either in whole or in part, as may be applicable, for subscription to the Debentures

Record Date The date prior to the Maturity Date on which the determination of the persons entitled to receive interest in respect of the Debentures (i.e., persons whose names are registered in the Register of Debenture holders or Depositories record) shall be made

Registered Debenture holder

The Debenture holder whose name appears in the Register of Debenture holders or in the beneficial ownership record furnished by Depositories for this purpose

Register of Debenture holders

The register maintained by the Company containing the name of Debenture holders entitled to receive interest in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office

Registrar/Registrar to the Issue

Registrar to the Issue, in this case being Sharepro Services (India) Pvt. Ltd., Mumbai

RTGS Real Time Gross Settlement Disclosure Document This disclosure document dated in relation to this Issue.

Working Days All days except Saturday, Sunday on which scheduled commercial Banks are open for business in Mumbai

4. Conventional and General Terms, Abbreviations and References to Other Business Entities

Abbreviation Full form

BSE Bombay Stock Exchange Limited. CARE Credit Analysis and Research Ltd. CDSL Central Depository Services (India) Limited. ICRA ICRA Ltd. Companies Act The Companies Act, 1956 as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time Depository Participant/DP A depository participant as defined under the Depositories Act. FEMA Foreign Exchange Management Act, 1999. FEMA Regulations Rules and Regulations issued by the RBI under the FEMA. Fiscal Period of twelve months ended March 31 of that particular year, unless otherwise

stated. GoI Government of India HNI High Networth Individual. HUF Hindu Undivided Family. ISIN International Securities Identification Number. IT Act The Income Tax Act, 1961, as amended from time to time. LOA ISIN Letter of Allotment ISIN. NCR National Capital Region of Delhi. NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited p.a. Per Annum. PAN Permanent Account Number. PAC Persons acting in concert. RBI The Reserve Bank of India. RoC The Registrar of Companies Rs. Rupees. SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time. SEBI Regulations The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 as amended from time to time.

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II. DISCLAIMER

1. General Disclaimer This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and is prepared in accordance with SEBI Regulations. This Disclosure Document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by the Company. The document is for the exclusive use of the investors to whom it is delivered and it should not be circulated or distributed to third party (ies). The Company certifies that the disclosures made in this document are generally adequate and are in conformity with the SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in this Issue. This Issue is being made strictly on a private placement basis and is not intended to be circulated to more than 49 persons. Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. This Disclosure Document has been prepared in conformity with the SEBI Regulations. Therefore, as per the applicable provisions, a copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since this Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the RoC or the SEBI. 2. Disclaimer of SEBI This Disclosure Document has not been filed with SEBI and has 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 Object for which this Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Disclosure Document. This Issue 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 Company, any irregularities or lapses in this Disclosure Document. 3. Disclaimer of the Sole Arranger The role of the Sole Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Disclosure Document as prepared by the Issuer. The Sole Arranger have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Disclosure Document. The Sole Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors in the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use of this document by the Sole Arranger should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Sole Arranger; nor do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor do they take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. The Sole Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document. 4. Disclaimer of the Company The Company certifies that the disclosures made in this Disclosure Document are generally adequate and in conformity with the SEBI Regulations. Further, the Company accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Company and anyone placing reliance on any source of information other than this Disclosure Document would be doing so at his own risk. 5. Disclaimer in respect of Jurisdiction This Issue is made in India to investors as specified under clause “Who Can Apply” of this Disclosure Document, who shall be specifically approached by the Company. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts of New Delhi. This Issue is made in India to persons resident in India. This Disclosure Document does not constitute an offer to sell or an

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invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. 6. Disclaimer of the Stock Exchange As required, a copy of this Disclosure Document has been submitted to the BSE for hosting the same on its website. It is to be distinctly understood that such submission of this Disclosure Document with BSE or hosting the same on its website should not in any way be deemed or construed that this 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 Debentures will be listed or continue to be listed on BSE; nor does it take responsibility for the financial or other soundness of the Company, its Promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE 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. 7. Cautionary Note This Disclosure Document is not intended to provide the sole basis of any credit decision or other evaluation and should not be considered as a recommendation that any recipients of this Disclosure Document should invest in the Debentures. Each potential investor should make its own independent assessment of the investment merit of the Debentures and the Company. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyse such investment and the suitability of such investment to such investor’s particular circumstance. This Disclosure Document is made available to potential investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures. No person including any employee of the Company has been authorized to give any information or to make any representation not contained in this Disclosure Document. Any information or representation not contained herein must not be relied upon as having being authorized by or on behalf of the Company. Neither the delivery of this Disclosure Document at any time nor any statement made in connection with this Issue shall under the circumstances imply that any information/ representation contained herein is correct at any time subsequent to the date of this Disclosure Document. The distribution of this Disclosure Document or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Disclosure Document does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Disclosure Document are required by the Company to inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India may require regulatory approvals in India, including without limitation, the approval of the RBI.

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III. ISSUER INFORMATION

1. Names and addresses

Name of the Issuer: Deepak Fertilisers And Petrochemicals Corporation Limited Registration number: L24121MH1979PLC021360 Registered & Corporate Office Opp. Golf Course, Shastri Nagar,

Yerawada, Pune 411006 Ph: (020) 66458000 Fax: (020) 26683723

Compliance Officer for the Issuer Mr. R. Sriraman Executive Vice President (Legal) & Company Secretary Opp. Golf Course, Shastri Nagar, Yerawada, Pune 411006 Ph: (020) 66458000 Fax: (020) 2668372 Email : [email protected]

Chief Financial Officer Mr. Somnath Patil PRESIDENT & CFO Opp. Golf Course, Shastri Nagar, Yerawada, Pune 411006 Ph: (020) 66458000 Fax: (020) 2668372 Email : [email protected]

2. A brief summary of the business/ activities of the Issuer

a) Company Overview

The Company has three segments of business:

• Chemical Business • Agri Business • Retail and Value Added Real Estate

Chemical Business Ammonium Nitrate The chemical business has two categories of business – one relating to Ammonium Nitrate and the other relating to Industrial Chemicals such as Methanol, IPA and Nitric Acids. Ammonium Nitrate is being used for manufacture of commercial explosives. The Low Density Prilled Ammonium Nitrate (LDAN) can also be used as ANFO on mixing with fuel oil. The Company alongwith its subsidiary is the only manufacturer of Low Density Ammonium Nitrate prills in India. The capacity of the plant at Taloja is 4,32,000 TPA. In addition the Company has a subsidiary. Smartchem Technologies Ltd., which has a capacity of 36,900 TPA. Company has a leadership position and a preferred supplier status in this segment because of its superior product quality and technical services. These factors are sources of competitive advantage and have enabled the Company to operate at high capacity utilization levels as well as command a premium in price due to its quality. As the company operates in a niche market for LDAN, it is expected that the high profitability of this product would be sustained. The market share of the Company along with the subsidiary is aprox 35% of the total domestic demand. The Company has also been selling Ammonium Nitrate in international market. Ammonium Nitrate produced by the Company also goes into the production of Nitrous Oxide, which is used as anesthetic. The Company is the market leader and has strong brand image and well defined product differentiation. Industrial Chemicals Isopropyl Alcohol (IPA) The Company is the only manufacturer of IPA with installed capacity of 70,000 MTPA in the country and is the market leader with a market share of aprox. 70%. IPA is used by various industries like pharmaceuticals, pesticides, imaging chemicals, personal care products, paint etc. IPA has good demand in the country and its end users are growing. The demand growth rate of IPA increased drastically after the Company obtained USP (United States Pharmacopeial Convention) certification, which signifies the quality standard of the product. The Company has also been exporting IPA to different countries. Its quality is well accepted in the domestic and international markets.

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Methanol The Company has an installed capacity of 1,00,000 TPA of Methanol. Methanol is used for the manufacture of formaldehyde, dimethyl terepthalate (DMT), acetic acid, and mono ethyl tetra butyl ether (MTBE), Methyl Amines Pesticides etc. Methanol is also used as a preferred solvent in pharmaceutical, pesticide and paint industry. The Company has also been importing certain quantity of Methanol to supplement its domestic production and maintain market share. Nitric Acid The Company is producing Nitric Acid of different concentrations – 60%, 68%, 72% and 98.5%. Company has separate plants for manufacturing Dilute Nitric Acid (60%) and Concentrated Nitric Acid (98.5%). Proportionate mixing of Dilute Nirtic Acid and Concentrated Nitric Acid provides requisite concentration for strong nitric acid (68% and 72%). The Company has substantially high market share for these products. With growth of downstream products, the demand for nitric acid would increase. Liquefied Carbon Dioxide and Hydrogen The Company is also producing liquid Carbon Dioxide and Hydrogen. Agri Business The Company manufactures Nitro Phosphate (NP), a complex fertiliser having an NPK ratio of 23:23:0 and markets it under the brand name "Mahadhan". The installed capacity for ANP is 2,29,500 TPA and 25,000 mta of Bentonite Sulphur. The Company has also announced the enhancement in the capacity of NPK fertilisers from the exisitng 2,29,500 TPA to 6,00,000 TPA. The Company will also set up a green field Bentonite Sulphur project near Panipat, Haryana. The Company also distributes a number of outsourced products. These are customized fertilisers viz. Single Super Phosphate, Ammonium Sulphate, Muriate of Potash and Specialty Fertilisers, like water soluble fertilisers, bio fertilisers etc. The Company has focused on brand building, and ensuring product availability through a strong distribution network, in a market characterized by low product differentiation. The Company’s products have strong pull in the market and its brand Mahadhan is well known to the farmers. From selling fertilisers the Company has graduated into integrated nutrient supplier as well as providing services to the farmers to enhance farm economics with brand name “Saarrthie”. The Company has opened Mahadhan Saarrthie Centres to provide inputs to farmers like soil testing, balanced nutrition management, production techniques and usage of other inputs with an objective of enhancing quality as well as productivity of the farm. Together with these services, the Company is also assisting farmers to adapt Euro GAP and other standards which enhance value of the produce. The Company is also helping the farmers for tie up of their end products with renowned exporters, retailers and processors. Thus, the Company is able to build seamless relationship with farmers and establish as a partner in enhancing farm economics. The Company has also been given approval for manufacture of customized fertilisers to enhance productivity and quality of the farm produce. The Company’s focus will be on high end products which can give good returns to the farmers. Retail and Value Added Real Estate The Company has put up super specialty mall, Ishanya which deals in exteriors and interiors, with excellent design centers for mock up and stimulation. The place is well laid out with amphitheatre, huge water body, art gallery, etc. World renowned brands have taken space. All these will ensure substantial footfall, creating greater demand for products which in turn will push up rentals for the Company. (iv) Brief history of the Company since incorporation and changes in capital structure: Deepak Fertilisers And Petrochemicals Corporation Limited was promoted by Shri C.K.Mehta and Deepak Nitrite Limited, a Company also promoted by Shri C.K.Mehta in 1970, who has a long experience in the chemicals business, initially in trading and later in manufacturing. Presently Shri S.C.Mehta who is the Chairman and Managing Director is also a promoter Director, and has a Master in Business Administration from USA and vast experience in managing chemical and fertiliser business. Deepak Fertilisers And Petrochemicals Corporation Limited was incorporated in 1979 for the manufacture of Ammonia and Nitro Phosphate using natural gas as feedstock. It started operations in 1983 at its plant located at Taloja, near Mumbai. Deepak Fertilisers And Petrochemicals Corporation Limited was one of the first companies to set up plant using Bombay High gas and had laid its own pipeline of 42 Kms from landfall point Uran to its plant at Taloja. Having successfully established production of ammonia and its profitable operation in 1989, the Company decided to go for forward integration and diversification which brought in products like Ammonium Nitro Phosphate fertiliser, explosive grade Low-Density Ammonium Nitrate (LDAN), and Dilute and Concentrated Nitric Acid using Ammonia. The Company also set up a product line for manufacturing Methanol using natural gas. Thus the Company has become multi product manufacturer serving different segments of the market like chemical, pharmaceutical, mining, agriculture etc. The Company has continued the de-bottlenecking and agumentation of its plants for higher capacity and saving energy at marginal cost. It has also expanded its capacities for Dilute Nitric Acid and Concentrated Nitric Acid and Ammonium Nitrate by putting additional plants.

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In the year 2006 the Company has added Isopropyl Alcohol (IPA) plant with a capacity of 70,000 TPA, thus making it the only manufacturer of IPA in the country. The Company has long term contract with BPCL for Proplyene which is the feedstock for IPA. In the shortest possible time, the Company has become market leader in IPA and the product is well received in the domestic and international markets. The Company has also put up a captive power plant of 8,76,00,000 kwh which is based on open cycle gas turbine. The gas turbine exhaust is used to generate steam which is used in process plants. In view of the increasing Ammonia requirement the Company has constructed 15000 MT Ammonia Storage tank at JNPT which will facilitate storing of imported Ammonia as well as domestic ammonia bought thru sea route. This will supplement Ammonia storing capacity required for the Company's products. In addition to captive use of Ammonia, the Company will be able to trade some quantities of Ammonia. Presently the nearest Ammonia terminal is at Dahej and there is no other Ammonia terminal nearby. Therefore, the Company will have strategic advantage in terms of import of Ammonia. As on date the Company is well diversified with excellent basket of products, which has been balancing the cyclic impact providing resilience to the Company. The Company has real strength is terms of adapting, absorbing and improving technologies it has purchased from various reputed technology suppliers. The efficiencies of the Company’s plants are comparative with the best in the industry in the capacity range. The detailed breakup of product categories has been tabulated below:

Sr. No.

Product Installed Capacity (TPA)

Technology Supplier

1 Ammonia 1,25,400 Fish International Engr (USA)

2 Methanol 1,00,000 Davy McKee (UK)

3 Dilute Nitric Acid (DNA) 3,86,100 Weatherly Inc (USA)

4 Concentrated Nitric Acid (CNA) 79,200 Plinke (Germany)

5 Ammonium Nitrate 4,32,000 Stamicarbon (Netherlands) & Grande Paroisse (France)

6 Nitro Phosphate (Fertiliser) 2,29,500 Stamicarbon (Netherlands)

7 Isopropyl Alcohol (IPA) 70,000 Plant purchased from BP Chemical UK

8 Captive Power Plant 87,600,000 KWH Turbomach SA, Switzerland

b) Corporate structure:

Chairman & Managing Director

Executive Director

President of different Verticals (F&A, HR, Operations, Project, Fertiliser, Chemicals, Explosives etc).

Executive Vice Presidents

Associate Vice Presidents

General Managers

Other staff

c) Key Operational And Financial Parameters (Consolidated) (Rs. in Crs.)

Parameters

Half year ended

30.09.2012 FY12 FY11 FY10 Net worth 1309.71 1213.45 1059.46 923.96 Total Debt 583.18 628.88 732.91 731.19 Of which

- Non Current Maturities of Long Term Borrowings

457.49 509.84 640.23 652.64

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- Short term Borrowings 369.71 269.42 125.90 50.00 - Current Maturities of Long Term Borrowings

120.35 117.40 19.42 78.55

Net Fixed Assets 1437.63 1462.18 1330.81 1223.38 Non Current Assets 117.29 64.44 73.13 14.55 Cash and Cash Equivalents 25.59 155.79 279.61 206.92 Current Investments 35.16 22.20 42.22 79.80 Current Assets 1090.85 902.55 515.46 431.79 Current Liabilities 323.57 378.03 303.55 235.45 Net Sales 1319.76 2411.57 1627.90 1329.30 EBIDTA 208.00 448.93 392.35 327.63 EBIT 160.33 359.97 313.63 256.26 Interest 42.43 68.23 43.91 46.38 PAT 86.14 211.70 187.52 165.25 Dividend Amounts - 48.51 44.10 39.71 Current Ratio 1.42 1.42 1.86 1.62 Interest Coverage Ratio 4.90 6.58 8.85 7.60 Gross Debt/Equity Ratio 0.52 0.51 0.68 0.86 Debt Service Coverage Ratios 2.17 5.12 3.18 3.61

d) Gross Debt Equity Ratio of the Issuer (Standalone)

(Rs. in Crs)

Particulars Pre-issue

(as on 31st December, 2012)

Post Issue of Debentures of Rs. 350

Crs

Gross Debt (Long Term) 528.37 878.37

Share Holders Funds * 1,309.71 1,309.71

Share Capital 88.20 88.20

Reserve & Surplus (excluding revaluation reserve) *

1,221.51 1,221.51

Net Worth * 1,309.71 1,309.71

Gross Debt / Equity (ratio) 0.40 0.67

* As an 30th September, 2012

e) Project Cost And Means of finance; in case of funding of New Project :-

N.A.

3. A brief history of the issuer

Highlights of the Company:

a) Details Of Share Capital as on Quarter Ended 31st December, 2012 :-

(Rs. in Crs)

Sr. No.

Particulars As on 31st December, 2012

1. SHARE CAPITAL a. Authorized Equity Share Capital Equity Shares of Rs. 10/-each 125.00 Cumulative Redeemable Preference

Shares of Rs. 100/-each 10.00

Total 135.00 b. Issued Subscribed & Paid-up Equity

Share Capital

Equity Shares of Rs. 10/-each 88.20

12

b) Changes In Capital Structure For The Last Five Years Up to Last 31st December, 2012 :-

Date of Change Particulars Nil Nil

c) Equity Share Capital History Of The Issuer For The Last Five Years Up to 31st December, 2012 :-

Sl. No.

Date of Allotment

No. of Equity Shares

Face Value (inRs.)

Issue Price (inRs.)

Nature of consideration

Cumulative Paid-up Share Capital (Rs. in crores)

Nil: the company has not allotted any shares in the last five years

d) Details of Acquisition or Amalgamation in the last one year :-

Nil

e) Details of Reorganization or Reconstruction in the last one year :-

Nil

4. Details of Shareholding of the Company a) Shareholding Pattern of the Company as on 30th September, 2012:-

Sr. No. Particulars

Total No. of Equity Shares

No. of shares in Demat form

Total shareholding as % of total no. of equity shares

1 Promoter and Promoter Group 38,211,457 38,211,457 43.32 2 Mutual Funds / UTI 58,93,917 58,83,392 6.68 3 Financial Institutions / Banks 23,692 13,487 0.03 4 Insurance Companies 13,53,631 13,52,881 1.53 5 Foreign Institutional Investors 1,16,20,313 1,16,20,313 13.17 6 Bodies Corporate 64,69,991 64,37,940 7.34

7 Individuals (Holding nominal share capital up to Rs. 1 Lakh)

1,88,02,282 1,30,66,423 21.32

8 Individuals (Holding nominal share capital in excess of Rs.1 Lakh)

32,70,261 32,03,311 3.71

9 Non Resident Indian 23,61,752 7,92,702 2.68 10 Non Domestic Companies 1,84,750 - 0.21 11 Trust 12,897 12,847 0.01

Total 8,82,04,943 8,05,94,753 100.00

Note: The promoters have not pledged or encumbered by their shareholding in the Issuer Company.

b) List of top 10 holders of Equity Shares of the Company as on 30th September, 2012:-

Sr. no. Name of the Shareholders


No. of shares in Demat form

Total Shareholding as % of total no. of equity shares

1 Shri Sailesh Chimanlal Mehta 1,73,91,812 1,73,91,812 19.72 2 Nova Synthetic Ltd. 1,72,67,071 1,72,67,071 19.58

3 Fidelity Puritan Trust- Fidelity Low- Priced Stock Fund

75,69,000 75,69,000 8.58

4 Robust Marketing Services Pvt. Ltd. 26,10,925 26,10,925 2.96

5 Franklin Templeton Mutual Fund A/C Franklin India Flexi Cap Fund

22,30,253 22,30,253 2.53

6 Storewell Credits & Capital Pvt. Ltd. 12,62,084 12,62,084 1.43 7 Fidelity Northstar Fund 12,50,500 12,50,500 1.42 8 Chimanlal Khimchand Mehta 11,64,273 11,64,273 1.32

9 ICICI Prudential Life Insurance Company Ltd.

10,41,583 10,41,583 1.18

10 Parul Sailesh Mehta 10,00,000 10,00,000 1.13

10 Birla Sun Life Trustee Company Pvt. Ltd. A/C Birla Sun Life Dividend Yield Plus

10,00,000 10,00,000 1.13

13

5. Details regarding the directors of the company a) Details of the current Directors of the Company

Sl. No.

Name of the Director,

Designation & DIN

Age (Years)

Address

Director of the

Company Since

Details of Other Directorships

1

Shri Sailesh Chimanlal Mehta Chairman & Managing Director DIN = 00128204

52

Deepak Fertilisers And Petrochemicals Corporation Limited Opp. Golf Course Shastri Nagar, Yerawada Pune - 411 006

4-Sep-1991

Deepak Nitrochem Pty Ltd. Deepak Mining Services Pvt Ltd. Deepak Fertichem Company Ltd. Nova Synthetic Ltd. Ishanya Brand Services Ltd. Ishanya Realty Corporation Ltd. Smartchem Technologies Ltd. Fertilisers Association of India

2

Shri Partha Bhattacharyya Executive Director DIN = 00329479

62


31-Oct-2012

Swaymbhu Natural Resources Private Ltd Karam Chand Thaper & Bors (Coal Sales) Ltd

3

Shri Rajendra Ambalal Shah Director DIN = 00009851

83

Crawford Bayley & Co. State Bank Bldg. Bank Street Mumbai - 400 023

26-Dec-1979

Roche Scientific Co. (I) Pvt. Ltd PHL Capital Pvt. Ltd Uhde India Ltd [Alternate Director] Clairant Chemicals (India) Ltd Godfrey Philips India Ltd. [Philips Morris Affiliate] Pfizer Ltd. Procter & Gamble Hygiene and Health Care Ltd. Colgate Palmolive (India) ltd. Abbott India Ltd. Asian Paints (I) Ltd. ACC Ltd. The Bombay Dyeing & Mfg. Co.Ltd. BASF India Ltd. Century Enka Ltd. Jumbo World Holdings Ltd. [Foreign Company] Lupin Ltd. Wockhardt Ltd. Atul Ltd. [Alternate Director] BASF Polyurethanes India Ltd. [Alternate Director] Modicare Ltd. [Alternate Director] RPG Life Sciences Ltd. [Alternate Director] Schrader Duncan Ltd. [Alternate Director]

4

Shri Dipankar Basu Director DIN = 00009653

78

602, Glen Eagle G D Ambekar Marg, Parel Mumbai 400 012.

27-Jul-2000

Peerless General Finance & Investment Co. Ltd. Peerless Securities Ltd. Rain CII Carbon (Vizag) Ltd. Rain Commodities Ltd. Chambal Fertilisers & Chemcials Ltd. Asian Paints Limited SBI Cards & Payments Services Pvt. Ltd.

14

5

Shri Urmilkumar Purushottamdas Jhaveri Director DIN = 00273898

67

230, Manekbaug Society Lane No.17, Ambawadi Ahmedabad - 380 015

21-Oct-2004 Promotantec Consultants Pvt. Ltd. Dezigma Solar Pvt. Ltd.

6

Shri Naresh Chand Singhal Director DIN = 00004916

77 D 107, Poornima 23, Pedder Road Mumbai - 400 026

25-Mar-1997

SCI Forbes Ltd.

Forbes Bumi Armada Ltd.

Forbes Bumi Armada Offshore Ltd.

Max India Ltd.

Birla Sun Life Asset Management Co. Ltd

Tolani Shipping Co. Ltd.

Binani Industries Ltd.

Amal Ltd.

Future Capital Holdings Ltd.

Samalpatti Power Co. Pvt. Ltd

Ambit Holdings (Pvt.) Ltd.

Mahagujarat Chamunda Cement Co. (Pvt.) Ltd

Gati Asia Pacific Pte. Ltd., Singapore

7

Shri Sewak Ram Wadhwa Director DIN = 00228201

78 A-445, Defence Colony New Delhi – 110 024

18-Oct-2005 Smartchem Technologies Ltd

8

Dr. Sankaranarayana Rama Iyer Director DIN = 00076549

74

Flat No. 32, Rashmi Swarnakutir Premises Co-op Soc DeMonte Park Road Bandra (West) Mumbai - 400 050

23-Oct-2007

Indsil Hydropower and Manganese Ltd. Thirumalai Chemicals Ltd. Gujarat Flourochemicals Ltd. Larsen & Toubro Infotech Ltd. Petron Engineering Construction Ltd. Equirus Capital (P) Ltd.

9

Smt. Parul Sailesh Mehta Director DIN = 00196410

48


20-Oct-2005 Nova Synthetic Ltd

10

Shri Anil Sachdev Director DIN = 00301007

59

School of Inspired Leadership Plot No. 76 Sector 44 Gurgaon 122002

23-Oct-2008 Grow Talent Company Ltd Great Retail Brands Pvt. Ltd

11

Shri Pranay Dhansukhlal Vakil Director DIN = 00433379

66

Praron Consultancy (India) Private Limited 119, Mittal Chambers, 11th Floor Opp. INOX Cinema Nariman Point Mumbai 400 021

25-May-2010

Knight Frank (I) Pvt. Ltd. Praron Consultancy (I) Pvt. Ltd. Dignity Lifestyle (P) Ltd. Rutley Real Estate Investment Management (I) Pvt. Ltd. Godrej Properties Ltd. Muthoot Hotels & Infrastructure Ventures Pvt. Ltd.

Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list if any. N.A.

15

b) Details Of Change In Directors Since Last Three Years:-

Name Date of Appointment/Resignation

Director of the Company since (in case

of resignation)

Reason

Shri Pranay Vakil – Director – DIN – 00433379

25/05/2010 (Appointment)

- -

Shri Chimanlal Khimchand Mehta, Chairman – DIN – 00028289

31/10/2012 (Resignation)

31/05/1979 -

Shri Partha Bhattacharyya – Executive Director – DIN – 00329479

31/10/2012 (Appointment)

- -

6. Details regarding Auditors of the company

a) Details Of Auditors Of The Issuer:-

Name Address Auditor Since B.K.Khare &

Co. 706/ 708, Sharda Chambers, New Marine Lines, Mumbai 400 020

Since inception of the Company in 1979.

b) Details Of Change In Auditor Since Last Three Years:-

There has been no change in auditor in the last three years.

7. Details of borrowings of the company (As on 31st December, 2012)

a) Details Of Secured Loan Facilities

Lender’s Name Type of Facility

Amount Sanctioned

Principal Amount

Outstanding

Repayment Date/Schedule

Security

Bank of Baroda, London

ECB US$ 20 Million

US$ 19.00 Million

Repayable in 20 quarterly installments starting from 30th September, 2012 to 30th June, 2017.

Pari Passu charge on the entire fixed assets pertaining to Technical Ammonium Nitrate (TAN Project) located at Plot K7 and K8, MIDC industrial Area, Taloja.

HSBC Mauritius ECB US$ 25 Million

US$ 25 Million

Repayable in 6 equal half yearly installments starting from 31st January, 2014 to 30th June, 2016

10% PPNCD – Bank of Baroda

PPNCD Rs. 50 Crs. Rs. 50 Crs

Repayable in 3 equal installments starting from 25th November, 2013 to 25th November, 2015.

9.75% PPNCD (various Deb Holders)


Repayable in 3 equal installments starting from 25th November, 2013 to 25th November, 2015.

16


PPNCD Rs. 50 Crs. Rs. 50 Crs Repayable in single installment on 15th July, 2015.

Pari Passu Charge on the Fixed Assets of Iso Propyl Alcohol (IPA) plant located at Plot K2, MIDC industrial Area, Taloja



Repayable in single installment on 9th February, 2013.

Pari Passu Charge on the Fixed Assets of Ishanya Mall of the Company located at Off Airport Road, Yerawada, Pune

Canara Bank Rupee Term

Loan Rs.73.46 Crs Rs. 22.85 Crs.

Repayable in 32 equal quarterly installments starting from 31st Aug, 2007 to 31st May, 2015.

10.80% PPNCD (LIC)

PPNCD Rs. 125 Crs. Rs. 83.33 Crs

Repayable in 3 equal installments starting from 1st September, 2012 to 1st September, 2014.

Pari Passu charge on the entire fixed assets situated at Plot K1 and K2, MIDC Industrial Area, Taloja

b) Details Of Unsecured Loan Facilities:-

Nil

c) Details Of NCDs:-

Debenture Series

Tenor / Period of maturity Coupon

Amount Sanctioned

Date of Allotment

Redemption on Date / Schedule

Credit Rating

Secured /

Unsecured Security

10.80% PPNCD

5 years 10.80% Rs.125 Crs 1st

September 2010

Repayable in 3 equal installments starting from 1st September, 2012 to 1st September,

2014.

AA by ICRA Secured

Pari Passu charge on the entire fixed assets

situated at Plot K1 and K2, MIDC Industrial Area, Taloja

10% PPNCD –

Bank of Baroda

6 years 10% Rs. 50 Crs 25th

November, 2009

Repayable in 3 equal installments starting from 25th November, 2013 to 25th November,

2015.

AA by CARE Secured

Pari Passu charge on the entire fixed assets

pertaining to Technical Ammonium Nitrate (TAN Project) located at Plot K7 and K8, MIDC industrial

Area, Taloja.

9.75% PPNCD (various Deb

Holders)

6 years 9.75% Rs. 50 Crs 25th

November, 2009

Repayable in 3 equal installments starting from 25th November, 2013 to 25th November,

2015.

AA by CARE Secured


Holders)

5 years 9.31% Rs. 50 Crs 15th July, 2010

Repayable in single installment on 15th July, 2015.

AA by CARE Secured

Pari Passu Charge on the Fixed Assets of Iso Propyl Alcohol (IPA) plant located at Plot K2, MIDC

industrial Area, Taloja

17


Holders)

3 years 8.35% Rs. 50 Crs 9th

February, 2010

Repayable in single installment on 9th February,

2013.

AA by CARE Secured

Pari Passu Charge on the Fixed Assets of Ishanya Mall of the Company

located at Off Airport Road, Yerawada, Pune

d) List Of Top 10 Debenture Holders (As On 30th September, 2012)

Sr. no. Name of Debenture Holders Rs. in Crs 1 LIC of India Rs. 138.33 2 Bank of Baroda Rs. 50.00 3 The Jammu & Kashmir Bank Rs. 20.00 4 Corporation Bank Rs. 10.00 5 Allahabad Bank Rs. 10.00 6 General Insurance Co. Ltd. Rs. 10.00 7 State Bank of India Rs. 10.00 8 UTI Rs. 10.00 9 UCO Bank Rs. 5.00 9 Vijaya Bank Rs. 5.00 9 Bank of Maharashtra Rs. 5.00

9 Chhattisgarh State Electricity Board Gratuity And Pension Fund Trust

Rs. 5.00

9 IDBI Bank Ltd. Rs. 5.00

e) Corporate Guarantee Issued By The Company

Nil

f) Detail Of Commercial Paper:

Outstanding as on 31st December, 2012

Maturity Date Amount Outstanding 5th February, 2013 Rs. 50 Crs 25th February, 2013 Rs. 25 Crs

g) Details Of Other Borrowings Like FCCB, Optionally Convertible Debentures/Preference Shares, As on 31st

December 2012,

Nil

h) Details Of Default/S And /Or Delay In Payment Of Interest And Principal Of Any Kind Term Loans, Debt

Securities Other Financial Indebtedness Including Corporate Guarantee Issued By The Company In The Past 5

Years

Nil

i) Details Of Outstanding Borrowing Taken / Debt Securities Issued Where Taken / Issued For consideration

other than cash, whether in whole or part, At a premium or discount In pursuance of an option

Nil

18

8. Promoters of the company

a) Details of Promoters Holding in the Company as on 30th September, 2012

Sr. No.

Name of Shareholders


No. of shares in demat form

Total shareholding as % of total no. of equity shares

No of Shares Pledged

% of Shares pledged with respect to shares owned

1 Shri Sailesh Chimanlal Mehta

1,73,91,812 1,73,91,812 19.72 Nil Nil

2 Nova Synthetic Ltd. 1,72,67,071 1,72,67,071 19.58 Nil Nil

3 Storewell Credits & Capital Pvt. Ltd.

12,62,084 12,62,084 1.43 Nil Nil

4 Shri Chimanlal Khimchand Mehta

11,64,273 11,64,273 1.32 Nil Nil

5 Smt. Parul Sailesh Mehta

10,00,000 10,00,000 1.13 Nil Nil

6 Sofotel Software Services Pvt. Ltd.

1,26,217 1,26,217 0.14 Nil Nil

IV. FINANCIAL SNAPSHOT

1. Abridged version of Audited Consolidated and Standalone Financial Information (Like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any) a) Standalone Financial Statements given in Annexure A

•••• Balance Sheet

•••• Profit & Loss Account

•••• Cash Flow Statement

2. Half Yearly Result As On 30th September, 2012:

In Line With As Mentioned In Simplified Lisitng Agreement Issued By SEBI Vide Circular No. SEBI/IMD/BOND/1/2009/11/05 Dated May 11, 2009 a) Given in Annexure C

•••• Income Statement

•••• Statement of Assets and Liabilities

3. Any Material Event/Development

(Or Change at the Time of Issue or Subsequent To the Issue Which May Affect the Issue or the Investor’s Decision to Invest/Come to Invest in the Debt Securities)

Other than as disclosed mentioned in this Disclosure Document, in the opinion of the Board of Directors, there has not arisen, since the date of the last financial statements, any circumstance that materially or adversely affects the profitability of the Company taken as a whole or the value of the consolidated assets or the ability to pay the material liabilities over the next 12 months.

V. ISSUE DETAILS 1. General Terms and Conditions Applicable To the Debentures

Security Name Private Placement of Secured, Non-Convertible, Redeemable Debentures Issued by Deepak Fertilisers And Petrochemicals Corporation Limited of Face Value Rs. 10,00,000 each aggregating Rs.350 Crores

Issuer Deepak Fertilisers And Petrochemicals Corporation Limited

Type of Instrument Secured, Rated, Listed, Non-convertible Redeemable Debentures

Nature of Instrument Secured

Seniority N.A.

19

Mode of Issue Private Placement

Eligible Investors

1. Commercial Banks, Mutual Funds, Insurance Companies, Financial Institutions 2. Companies and Bodies Corporate including Public Sector Undertakings 3. Provident Funds, Gratuity Funds, Pension Fund 4. Any other investors authorized to invest in these Debentures

Listing Proposed to be listed on BSE

Rating of the Instrument “CARE AA” by Credit Analysis and Research Limited & “ICRA AA” by ICRA Ltd.

Total Issue Size Rs. 350 Crores

Credit Enhancement Nil

Option to retain Oversubscription

NA

Objects of the Issue General Corporate Purpose (including long term working capital)

Details of Utilization of Proceeds

General Corporate Purpose (including long term working capital)

Series Series A Series B

Tenure 36 months 60 months

Size 100 Crores 250 Crores

Coupon Rate 9.70% p.a. 9.71% p.a.

Redemption Date 18th January, 2016 18th January, 2018

Step Up/Step Down Coupon Rate

NA

Coupon Payment Frequency Annual

Coupon Payment Dates First coupon payment on 18th January, 2014, thereafter 18th January every year up to redemption

Coupon Reset Process NA

Coupon Type Fixed

Day Count Basis Actual/Actual (366 days in a leap year)

Interest on Application Money At the same rate as the annualized yield on the debentures (i.e. 9.70% p.a. and 9.71% p.a. for Series A and Series B respectively) for the period from pay in date to one day prior to deemed date of allotment

Redemption Amount At Par (Rs 10 lakh) per Debenture

Redemption Premium Discount NIL

Issue Price At par Rs 10,00,000

Minimum Application Size 10 Debentures of Rs 10,00,000 each and in multiples of 1 Debt Securities thereafter for each series.

Discount Nil

Put / Call Option Nil

Face Value Rs 10,00,000

Issue Timing

1. Issue Opening Date 14th January, 2013

2. Issue Closing Date 14th January, 2013

3. Pay-in Date 15th January, 2013

4. Deemed Date of Allotment 18th January, 2013

Issuance Mode Demat only

Trading Mode Demat only

Settlement Mode Payment of Interest and repayment of principal shall be made by way of Credit through RTGS/NEFT system.

Depository NSDL

Business Day Convention

Should any of the dates defined above or elsewhere in this Schedule other

than the Deemed Date of Allotment, fall on a Saturday, Sunday or a

public holiday, the interest / Principal shall be paid on the preceding

Business Day and it shall be considered as the effective date(s).

In case Record Date falls on Saturday, Sunday or a public holiday, the

20

preceding Business Day to the said Saturday, Sunday or a public holiday, shall be the Record Date.

Record Date 15 Days prior to each coupon payment/Redemption Date/Call Option Date.

Security

Pari-Passu charge on the present and future immovable and movable fixed assets (i.e. Land, Building and Plant & Machinery pertaining to Ammonia, WNA, CNA, LDAN, ANP, Bagging, ETP, DNA4, Methanol, CO2 plants located at Plot K1, MIDC Taloja, Maharashtra) of the Company, ensuring a minimum cover of 1.25 times of the gross value of assets over the outstanding debenture issue amount, at all times.

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 Debenture holders; 2. Debenture Trusteeship Agreement; 3. Debenture Deed of Hypothecation; 4. Rating Letters of ICRA & CARE; 5. Tripartite Agreement between the Issuer; Registrar and NSDL for issue of Debentures in dematerialized form;

Conditions precedent to Disbursement

The subscription from investors shall be accepted for allocation and allotment by the Issuer subject to the following: 1. Rating letter(s) from the aforesaid rating agency(ies) 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 Debenture holder(s); 3. Letter from BSE conveying its in-principle approval for listing of Debentures.

Conditions subsequent to subscription of Debentures

The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned elsewhere in this Disclosure Document: 1. Credit of Demat account(s) of the allottee(s) by number of Debentures allotted within 2 working days from the Deemed Date of Allotment; 2. Making application to BSE within 15 days from the Deemed Date of Allotment to list the Debentures and seek listing permission within 20 days from the Deemed Date of Allotment in terms of sub-section (1) of Section 73 of the Companies Act, 1956(1 of 1956); 3. Execution of Debenture Trust Deed for creation of security within time frame prescribed in the relevant regulations/ act/ rules etc. Besides, the Issuer shall perform all activities, whether mandatory or otherwise, as mentioned elsewhere in this Disclosure Document.

Events of Default

If the Issuer commits a default in making payment of any instalment of interest or repayment of principal amount of the Debentures on the respective due date(s), the same shall constitute an “Event of Default” by the Issuer. Besides, it would also constitute an “Event of Default” by the Issuer, if the Issuer does not perform or does not comply with one or more of its material obligations in relation to the Debentures issued in pursuance of terms and conditions stated in this Disclosure Document, Debenture Trusteeship Agreement and Debenture Trust Deed, which in opinion of the Trustees is incapable of remedy.

Remedies

Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from majority Debenture holder(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.

Provision related to Cross Default Clause

NA

Name of the Trustees IDBI Trusteeship Services Limited

Roles & Responsibilities of Debenture Trustees

As given below

21

Name of the Registrar

Sharepro Services (India) Pvt. Ltd. 13AB, Samhita Warehousing Complex, 2nd Floor,Off Andheri –Kurla Road, Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (E), Mumbai 400 072

Mode of Subscription

By way of electronic transfer of funds through RTGS mechanism for credit in the account of “Deepak Fertilisers And Petrochemicals Corporation Ltd.” maintained with IDBI Bank Ltd., Large Corporate Group, 2nd Floor, Pride House, Shivajinagar, Pune 411016 bearing A/c No. CC Account no. 007655100000222, MICR Code: 411259030 and IFSC Code: IBKL0000390,

Default Interest

1. Security Creation: In the event of delay in execution of Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% per annum over the Coupon Rate for the delayed period till such conditions are complied with, at the option of the Debenture holder(s). 2. Default in Payment: In the event of delay in the payment of interest amount and/ or redemption of principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% per annum in addition to the Coupon Rate payable on the Debentures, on such amounts due, for the defaulting period i.e. the period commencing from and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid. 3. Delay in Listing: The Issuer shall complete all the formalities and seek listing permission within 20 days from the Deemed Date of Allotment. In the event of delay in listing of Debentures beyond 20 days from the Deemed Date of Allotment, the Issuer shall pay penal interest of 1.00% per annum over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Debentures to the Debenture holder(s). The interest rates mentioned in above three covenants shall be independent of each other.

Governing Law & Jurisdiction The Debentures are Governed by and shall be construed in accordance with the Indian laws. Any dispute arising thereof will be subject to the non-exclusive jurisdiction of Mumbai.

2. Terms of the Issue

REGISTRATION AND GOVERNMENT APPROVALS This Issue is being made in accordance with extant guidelines for issuance of the Debentures, including the SEBI Regulations, as amended from time to time. The Company can undertake the activities proposed by it in view of the present approvals and no further approval from any government authority is required by it 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.

MINIMUM SUBSCRIPTIONS As this Issue is being made on private placement basis, the requirement of minimum subscription is not applicable. Hence, the Company shall not be liable to refund the subscription monies or the proceeds of this Issue in the event of the aggregate proceeds of this Issue falling short of Issue size or a certain percentage of Issue size. NATURE OF DEBENTURES Secured, Redeemable, Non-convertible debentures to be issued on a private placement basis and in dematerialized form FACE VALUE, ISSUE PRICE AND EFFECTIVE YIELD FOR AN INVESTOR Each Debenture has a face value of Rs. 10,00,000 and is issued at par. Since there is no premium or discount on either Issue price or on the redemption value of the Debentures, the effective yield for the investors held to maturity shall be the same as the coupon rate of the Debentures. TERMS OF PAYMENT The face value of the Debentures applied for, shall be required to be paid alongwith the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s)/ RTGS for the face value of the Debentures applied for.

22

DEEMED DATE OF ALLOTMENT Interest on Debentures shall accrue to the Debenture holder(s) from and including, which shall be the Deemed Date of Allotment. All benefits relating to the Debentures will be available to the investors from the Deemed Date of Allotment. The actual Allotment may take place on a date other than the Deemed Date of Allotment. The Company reserves the right to keep multiple allotment date(s)/ deemed date(s) of Allotment at its sole and absolute discretion without any notice to the Debenture holders. In case the Issue Closing Date is revised, the Deemed Date of Allotment may also be revised by the Company at its sole and absolute discretion. LETTER(S) OF ALLOTMENT / DEBENTURE CERTIFICATE(S) / REFUND ORDER(S) ISSUE OF LETTER(S) OF ALLOTMENT The beneficiary account of the investor(s) with Depositories/ the Depository Participant will be given initial credit within three Working Days from the Deemed Date of Allotment. The initial credit in the account will be akin to the ‘Letter of Allotment’. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate. ISSUE OF DEBENTURE CERTIFICATE(S) Subject to the completion of all statutory formalities within 180 days from the Deemed Date of Allotment, or such extended period as may be approved by the appropriate authority(ies), the initial credit akin to a Letter of Allotment in the Beneficiary Account of the investor would be replaced with the number of Debentures Allotted. The Debentures since issued in dematerialized form, will be governed under the provisions of the Depository Act, 1996, as amended, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended, rules notified by Depositories/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. DEPOSITORY ARRANGEMENTS The Company has entered into depository arrangements with the Depositories. The Debentures shall be issued in dematerialized form as per the provisions of Depositories Act, 1996, as amended. Investors can hold the Debentures only in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996, as amended. MARKET LOT The market lot shall be one Debenture of face value of Rs. 10,00,000 each. Since the Debentures are being issued only in dematerialised form, odd lots will not arise either at the time of issuance or at the time of transfer of the Debentures. TRADING OF DEBENTURE The marketable lot for the purpose of trading of Debentures shall be Rs. 10,00,000 per Debenture. Trading of the Debentures would be permitted in dematerialised mode only in standard denomination of Rs. 10,00,000 per Debenture and such trades shall be cleared and settled in the Stock Exchange subject to conditions specified by SEBI. In case of trading in Debentures which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nationwide trading terminal or such other platform as may be specified by SEBI. COUPON/ INTEREST RATE Debentures will carry an interest of 9.70% p.a. for Series A and 9.71% p.a. for Series B on each debentures from the Deemed Date of Allotment, which is payable annually. The interest will be paid from the Deemed Date of Allotment (subject to deduction of tax at source at the rates prevailing from time to time under the IT Act, or any other statutory modification or re-enactment thereof, if any) and is payable annually on 18th January of every year. The interest shall be computed on the basis of actual number of days lasted in a year. For this purpose a year would comprise a period of 365 days. In case of leap year, the number of days will be 366 days. If any interest payment date falls on a day which is not a Business Day, the payment of interest will be made on the next day that is a ‘Business Day’ but without liability for making payment of interest for the intervening period. PUT OR CALL OPTION None. INTEREST RATE IN CASE OF DEFAULT 1. Security Creation: In the event of delay in execution of Debenture Trust Deed and/or other security document(s), the Issuer shall refund the subscription at the Coupon Rate or shall pay penal interest of 2.00% per annum over the Coupon Rate for the delayed period till such conditions are complied with, at the option of the Debenture holder(s). 2. Default in Payment: In the event of delay in the payment of interest amount and/ or redemption of principal amount on the due date(s), the Issuer shall pay additional interest of 2.00% per annum in addition to the Coupon Rate payable on the Debentures, on such amounts due, for the defaulting period i.e. the period commencing from

23

and including the date on which such amount becomes due and upto but excluding the date on which such amount is actually paid. 3. Delay in Listing: The Issuer shall complete all the formalities and seek listing permission within 20 days from the Deemed Date of Allotment. In the event of delay in listing of Debentures beyond 20 days from the Deemed Date of Allotment, the Issuer shall pay penal interest of 1.00% per annum over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of Debentures to the Debenture holder(s). The interest rates mentioned in above three covenants shall be independent of each other. COMPUTATION OF INTEREST Interest for each of the interest periods shall be calculated, on an ‘actual/actual (366 in case of a leap year) days’ basis, on the face value of principal outstanding on the Debentures at the Coupon Rate rounded off to the nearest Rupee. DEDUCTION OF TAX AT SOURCE Tax as applicable under the IT Act, or any other statutory modification or re-enactment thereof will be deducted at source. Investor(s) desirous of claiming exemption from deduction of income tax at source on the interest on application money are required to submit the necessary certificate(s), in duplicate, along with the Application Form in compliance with applicable laws. Interest payable subsequent to the Deemed Date of Allotment will be treated as ‘Interest on Securities’ as per the provisions under the IT Act. Debenture holders desirous of claiming exemption from deduction of income tax at source on the interest payable on the Debentures should submit tax exemption certificate/ document, under Section 193 of the IT Act and if any, at the Corporate Office/ Registered Office of the Company at least 45 days before the payment becoming due. However, with effective from June 1, 2008, tax will not be deductible at source under the provisions of Section 193 of IT Act, if the following conditions are satisfied:- (a) Interest is payable on any security issued by a company; (b) Such security is in dematerlized form; and (c) Such security is listed in a recognised stock exchange in India. This Issue fulfills the above conditions. Hence, no tax deductible at source will be deducted on the interest payable. However, in case of any subsequent legislative amendments to Section 193 of the IT Act, the applicability of tax deductible at source will be governed at the time of payment of interest on Debentures. 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). REDEMPTION The Debentures will not carry any obligation, for interest or otherwise, after the date of redemption. The Debentures held in the dematerialised form shall be taken as discharged, upon payment of the redemption amount by the Company on maturity to the registered Debenture holders whose name appear in the Register of Debenture holders on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the Debenture holders. SECURITY Pari-Passu charge on the present and future immovable and movables fixed assets (i.e. Land, Building and Plant & Machinery pertaining to Ammonia, WNA, CNA, LDAN, ANP, Bagging, ETP, DNA4, Methanol, CO2 plants located at Plot K1, MIDC, Taloja, Maharashtra) of the Company, ensuring a minimum cover of 1.25 times of the gross value of assets over the outstanding debenture issue amount, at all times. Security to be created within 180 days from the deemed date of allotment, Any delay in security creation would attract penal interest of 2%p.a. over and above the coupon rate for the delayed period. In case the security is not created even after a period of further 3 months over and above the stipulated period of 180 days as mentioned above, the investors shall reserve the right to recall the outstanding principal amounts along with all the accrued interest due and any real losses to the investors SETTLEMENT/PAYMENT ON REDEMPTION/ INTEREST In accordance with the ‘simplified listing agreement for debt securities’ issued by SEBI pursuant to its circular (bearing reference no. SEBI/IMD/BOND/1/2009/11/05) dated May 11, 2009, the Company shall use the services of ECS, Direct Credit, RTGS or NEFT for payment of interest and redemption or repayment amounts as per applicable norms of the RBI. However, in case the abovementioned payment facilities cannot be exercised, the Company shall make payment on redemption/ interest payment by way of cheque(s)/ redemption warrants(s)/ demand draft(s) in the name of the Debenture holders whose name appear on the list of beneficial owners as provided by Depository as on the Record Date.

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The Company’s liability to the Debenture holders towards all their rights, including for payment or otherwise, shall cease and stand extinguished from the date of redemption in all events. Further, the Company shall not be liable to pay any interest or compensation from the date of redemption. Upon the Company dispatching/ crediting the amount to the beneficiary(ies) as specified above in respect of the Debentures, its liability shall stand extinguished. LIST OF BENEFICIAL OWNERS A list of beneficial owners as provided by the Depositories as on the Record Date shall be considered for payment of interest or repayment of principal amount, as the case may be. NOMINATION FACILITY In accordance with Section 109 A of the Companies Act, only individuals applying as sole applicant/ joint applicant can nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-individuals including holders of power of attorney cannot nominate. SUCCESSION In the event of the demise of the sole/ first holder of the Debentures or the last survivor, in case of joint holders for the time being, the Company will recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company 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 in this regard. The Company may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity. Where a NRI becomes entitled to the Debenture holder by way of succession, the following steps have to be complied with:

(a) Documentary evidence to be submitted to the legacy cell of the RBI to the effect that the Debenture was acquired by the NRI as part of the legacy left by the deceased holder.

(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.

DOCUMENTS TO BE PROVIDED BY INVESTORS Investors need to submit the following documentation, along with the Application Form, as applicable.

• Memorandum and Articles of Association / documents governing their constitution;

• Resolution passed by the shareholders/ board of directors, as applicable, authorising the investment;

• Certified true copy of a power of attorney;

• ‘Form 15 AA’ for investors seeking exemption from tax deductible at source from interest on the application money;

• Specimen signatures of the authorised signatories duly certified by an appropriate authority;

• Registration certificate issued by SEBI, in case of Mutual Funds;

• Certified copy of PAN card; and

• Bank / Demat account number. FORCE MAJEURE The Company reserves the right to withdraw this Issue prior to the Issue Closing Date in the event of any unforeseen development adversely affecting the economic and regulatory environment. Further, the Company reserves it’s sole and absolute right to revise the Issue Opening/ Closing/ Pay-In Date(s) without giving any reasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by Company. SUBMISSION OF COMPLETED APPLICATION FORMS Applications duly completed and accompanied by cheque/ demand draft must be lodged before the closure of this Issue with Sole Arranger who shall forward the same to the Company. ACKNOWLEDGEMENTS No separate receipts will be issued for the application money. However, the Collecting Banker 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. 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.

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RIGHT TO ACCEPT OR REJECT APPLICATIONS The Company reserves it’s full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. Interest on application money will be paid from the date of realisation 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 and are varying with the commitment letter 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 Debentures applied for is less than the minimum application size; (b) The Company’s account details not given; (c) Details for Issue of Debentures in dematerialised form not given; (d) PAN/GIR and IT Circle/Ward/District not given; (e) In case of applications under power of attorney by limited companies, corporate bodies etc. relevant

documents not submitted; and (f) Variation to the commitment letter, if any. PAN/GIR Number All applicants should mention their PAN or the GIR number allotted under IT Act and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided. SIGNATURES Signatures should be made in English and in any of the Indian Languages. Thumb impressions must be attested by a magistrate/ notary public under his/her official seal. DEBENTURE REDEMPTION RESERVE As per extant circular no. 6/3/2001-CLV dated 18.04.2002 issued by the Government of India with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures issued through private placement route. In terms of extant provisions of Companies Act, 1956, the Company is required to create Debenture Redemption Reserve out of profits, if any, earned by the Company. The Company shall create a Debenture Redemption Reserve ('DRR') and credit to the DRR such amounts as applicable under provisions of Section 117C of the Companies Act 1956 (as amended from time to time) or any other relevant statute(s), as applicable. TAX BENEFITS TO THE DEBENTURE HOLDERS The Debenture holders are advised to consider in their own case, the tax implications in respect of subscription to the Debentures after consulting their own tax advisor/ counsel. GOVERNING LAWS AND JURISDICTION The Debentures are governed by and will be construed in accordance with the Indian law. The Company’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the Debentures, agree that the courts of Delhi shall have exclusive jurisdiction with respect to matters relating to the Debentures. SPLITTING AND CONSOLIDATION As the saleable lot of the Debentures is one, splitting and consolidation of the Debentures is not applicable in the demateralised mode. POWER OF COMPANY TO EXERCISE RIGHT TO RE-PURCHASE AND/OR RE-ISSUE THE DEBENTURES The Company will have the power, exercisable at its sole and absolute discretion from time to time, to re-purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to the Maturity Date, subject to applicable law and in accordance with the prevailing guidelines/ regulations issued by the RBI, the SEBI and other authorities. In the event a part or all of its Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the Company shall have, and shall be deemed always to have had, the power to reissue the Debentures either by reissuing the same Debentures or by issuing other debentures in their place. Further, in respect of such re-purchased/re-deemed debentures, the Company shall have the power, exercisable either for a part or all of those debentures, to cancel, keep alive, appoint nominee(s) to hold or reissue at such price and on such terms and conditions as it may deem fit and as permitted by law. ELIGIBLE HOLDERS AND MODE OF TRANSFER The Company will not register any transfers of the Debentures to any NRIs, OCBs, FIIs, or any person resident outside India, unless appropriate regulatory approvals are obtained. The Company shall not be duty bound to take interest or trust in or over the Debentures. These Debentures are restricted in their transferability to investors other than such entities provided in Rule 2(b)(iii) of the Companies (Acceptance of Deposits) Rules, 1975, as amended, and companies incorporated under the Companies Act, subject to compliance with applicable laws. The title to Debentures shall pass by execution of duly stamped transfer deed(s) accompanied by the Debenture certificate(s) together with necessary supporting documents. The transferee(s) should deliver the Debenture

26

certificates to the Company for registration of transfer in the Register of Debenture holders at the Corporate Office/ Registered Office. The Company on being satisfied to this effect, will register the transfer of such Debentures in its Register of Debenture holders. The person whose name is recorded in the Register of Debenture holders shall be deemed to be the owner of the Debentures. Request for registration of transfer, along with the necessary documents, and all other communications, requests, queries and clarifications with respect to the Debentures should be addressed to and sent to the Corporate Office/ Registered Office. No correspondence shall be entertained in this regard at any other branches or any of the offices of the Company. In the event the Debentures are issued in physical form, the Company shall use a common form of transfer. The request from Registered Debenture holder(s) for splitting/ consolidation of Debenture certificates will be accepted by the Company only if the original Debentures certificate(s) is/ are enclosed along with an acceptable letter of request. No requests for splits below the market lot will be entertained. Transfer of debentures in dematerialised form would be in accordance to the rules/procedures as prescribed by the Depositories. NOTICES The Company agrees to send notice of all meetings of the Debenture holders specifically stating that the provisions for appointment of proxy as mentioned in Section 176 of the Companies Act shall be applicable for such meeting. The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall be deemed to have been given if sent either by ordinary post, registered post or courier to the Registered Debenture holder(s) at the address of the Debenture holder(s) registered with the Corporate Office/ Registered Office. All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Company at its Registered Office or to such persons at such address as may be notified by the Company from time to time and shall be deemed to have been received on actual receipt of the same. RIGHTS OF DEBENTURE HOLDERS The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those available to them under the Companies Act. The Debentures shall not confer upon the holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company. MODIFICATIONS OF RIGHTS The rights, privileges, terms and conditions attached to all Debentures may be varied, modified or abrogated with the consent, in writing, of those Debenture holders who hold at least three-fourths of the outstanding amount of Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Company if the same are not accepted in writing by the Company. FUTURE BORROWINGS The Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities (whether pari passu or junior to the Debentures) and other instruments and securities to any person or persons including to the public or a section of the public and/or members of the Company and/or to raise further loans, advances and/or avail further financial and/or guarantee facilities from financial institutions, banks and/or any other person(s) without any further approval from or notice to the Debenture holders/ Trustees. DISPATCH OF REFUND ORDERS The Company shall ensure dispatch of refund orders of value over Rs. 1,500 and Debenture certificates by registered post. PROCEDURE AND TIME OF SCHEDULE FOR ALLOTMENT AND ISSUE OF CERTIFICATES Debentures would be allotted by such persons as are authorized by the Board of Directors from time to time. The Company will execute and dispatch/ credit to the DP account of the allottee, in favour of the allottees or refund letter along with refund amount by the Date of Allotment. After completion of all legal formalities, the Company will credit the DP account of the allottees within three days of Deemed Date of Allotment or such extended period, subject to obtaining the approvals, if any. LOSS OF INTEREST CHEQUES/ REFUND CHEQUES Loss of interest cheques/ refund cheques should be intimated to the Company along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Company.

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DISCOUNT ON THE OFFER PRICE The Debentures are being issued at face value and not at a discount.

3. Other Regulatory and Statutory Disclosures

LISTING The Debentures are proposed to be listed on the wholesale debt market segment of the BSE. The BSE has given its ‘in-principle’ approval to list the Debentures. In case the Company is unable to list these Debentures, the entire subscription amount, including the application money, shall be refunded to the Debenture holders along with interest at the applicable coupon rate. The Company shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis and shall complete all formalities relating to listing of the Debentures. It is hereby declared that the Company has exercised due-diligence to ensure complete compliance of prescribed disclosure norms in this Disclosure Document. The role of the Sole Arranger in the assignment is confined to marketing and placement of the Debentures on the basis of this Disclosure Document as prepared by the Company. ISSUE OF DEBENTURES IN DEMATERIALISED FORM The Debentures will be issued in dematerialized form. The Company has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Company shall take necessary steps to credit the Debentures allotted to the depository account of the investor. The Company will make the Allotment to investors on the Date of Allotment after verification of the Application Form, the accompanying documents and on realisation of the application money. The Allotted Debentures at the first instance will be credited in dematerialised form on LOA ISIN within two days of the Date of Allotment. TRANSFERABILITY OF DEBENTURES These Debentures are restricted in their transferability to investors other than such entities provided in Rule 2(b)(iii) of the Companies (Acceptance of Deposits) Rules, 1975, as amended, and companies incorporated under the Companies Act, subject to compliance with applicable laws. In the event the Debentures are issued in physical form, the Company shall use a common form of transfer. TRADING OF DEBENTURES OVER THE COUNTER In the event the Debentures are traded over the counter, such trading shall be reported on the Stock Exchange. CONSENTS SBICAP Trustees Company Limited has given its written consent for its appointment as Trustees to this Issue under Regulation 4(4) of the SEBI Regulations and inclusion of its name in the form and context in which it appears in this Disclosure Document. STOCK EXCHANGE WHERE THE DEBENTURES ARE PROPOSED TO BE LISTED The Debentures are proposed to be listed on the ‘wholesale debt market’ segment of the BSE. The Company has obtained an in-principle approval from the BSE for listing of said Debentures on its ‘wholesale debt market’ segment. The Company shall make an application to the BSE to list the Debentures to be issued and Allotted pursuant to this Disclosure Document and complete all the formalities relating to listing of the Debentures within 30 days from the date of closure of this Issue. In relation to listing of Debentures with BSE, the Company hereby undertakes that:

• It shall comply with conditions of listing of Debentures as may be specified in the listing agreement with BSE.

• Ratings obtained by the Company shall be periodically reviewed by the credit rating agencies and any revision in the rating shall be promptly disclosed by the Company to BSE.

• Any change in the rating shall be promptly disseminated to the Debenture holders in such manner as BSE may determine from time to time.

• The Trustees shall disclose the information to the Debenture holders and the general public by issuing a press release in any of the following events:

o Default by the Company to pay interest on Debentures or redemption amount; and

o Revision of rating assigned to the Debentures.

This information shall also be placed on the websites of the Trustees, the Company and BSE.

• The Company, the Trustees and BSE shall disseminate all information and reports on the Debentures including compliance reports filed by the Company and the Trustees regarding the Debentures to the Debenture holders and the general public by placing them on their websites.

The Company undertakes that it shall use a common form/ procedure for transfer of Debentures issued under terms of this Disclosure Document.

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VI. ANNEXURE A

Balance Sheet (Rs. in Crores)

Particulars As At

31st March, 2012 As At

31st March, 2011 As At

31st March, 2010

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 88.20 88.20 88.20

(b) Reserves and Surplus 1,135.30 977.91 842.19

(2) Non-Current Liabilities

(a) Long-term borrowings 509.84 640.23 530.49

(b) Deferred tax liabilities (Net) 101.25 80.61 62.10

(c) Other Long term liabilities - - -

(d) Long term provisions 14.31 6.25 -

(3) Current Liabilities

(a) Short-term borrowings 269.42 125.90 122.16

(b) Current maturities of long term borrowings 117.40 19.43 78.55

(c) Trade payables 177.62 67.09 64.35

(d) Other current liabilities 135.36 167.11 167.34

(e) Short-term provisions 61.56 66.96 -

Total 2,610.26 2,239.69 1,955.38

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 1,294.56 1,003.29 754.16

(ii) Intangible assets 12.75 13.60 4.57

(iii) Capital work-in-progress 120.06 269.94 414.16

(b) Non-current investments 97.64 82.55 96.56

(c) Deferred tax Assets (net) - - -

(d) Long term loans and advances 28.43 60.67 -

(e) Other non-current assets - - -

(2) Current assets

(a) Current Investments 21.20 31.02 59.21

(b) Inventories 206.71 156.77 111.63

(c) Trade receivables 555.37 243.14 198.12

(d) Cash and Bank balances 145.69 278.96 206.24

(e) Current maturities of long term loans and advances toward financing activities

- - -

(f) Short term loans and advances 124.28 96.28 109.00

(g) Other current assets 3.57 3.47 1.73

Total 2,610.26 2,239.69 1,955.38

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Profit & Loss Statement (Rs. In Crores)

Particulars

Year Ended 31st March, 2012



Period 12 Months 12 Months 12 Months

I. Income from operations 2,342.81 1,564.82 1,287.97

II. Other Income 39.38 35.82 44.90

III. Total Revenue (I +II) 2,382.19 1,600.64 1,332.88

IV. Expenses:

Finance Cost 68.22 43.90 46.33

Employee Benefit expenses 139.32 106.80 87.12

Other expenses 1,802.68 1,114.03 922.36

Allowances and contingencies - - -

Write offs/loss on foreclosure of loans - - -

Depreciation and amortisation expense 81.91 71.47 64.33

Total Expenses 2,092.13 1,336.20 1,120.14

V. Profit before exceptional and extraordinary items and tax

290.06 264.44 212.74

VI. Exceptional and extraordinary Items - 3.38 (25.04)

VII. Profit before extraordinary items and tax (V - VI) 290.06 261.06 237.78

VIII. Extraordinary Items - - -

IX. Profit before tax (VII - VIII) 290.06 261.06 237.78

X. Tax expense:

(1) Current tax 56.45 55.92 68.68

(2) Deferred tax 20.63 18.52 (2.95)

XI. Profit for the year after taxation 212.98 186.62 172.05

XIII. Profit for the year after Minority Interest - - -

XIV. Earning per equity share of face value of Rs. 10/- each.

(1) Basic 24.15 21.16 19.51

(2) Diluted 24.15 21.16 19.51

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Cash Flow Statement (Rs. In Crores)

PARTICULARS 31-Mar-12 31-Mar-11 31-Mar-10

A. CASH INFLOW (OUTFLOW) FROM THE OPERATING ACTIVITIES

PROFIT BEFORE TAXS 290.06 261.06 237.78

Adjustments for

Add/(Less)

Depreciation and amortization 81.91 71.47 64.33

Exceptional items - 3.38 (25.59)

Exchange Fluctuation (Net) 25.31 (4.23) (13.45)

Profit on Sale of Investments (12.32) (6.78) (6.82)

Provision for Diminution in Value of Fertiliser Debentures Written Back

- (5.25) -

(Profit)/Loss on sale of fixed assets 1.76 0.01 0.45

Interest / Dividend (Net) 54.28 28.16 30.27

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 440.98 347.81 286.97

Adjustments for:-

Trade & Other Receivables (287.10) (87.32) 50.35

Inventories (49.95) (45.14) (13.09)

Trade Payables 75.89 68.46 (43.65)

CASH GENERATED FROM OPERATIONS 179.83 283.82 280.58

EXTRAORDINARY ITEMS

Tax Paid (77.69) (56.40) (65.02)

NET CASH INFLOW / ( OUTFLOW ) FROM OPERATING ACTIVITIES 102.14 227.42 215.56

B. CASH INFLOW/(OUTFLOW)FROM INVESTMENT ACTIVITIES

Purchase of Fixed assets (224.17) (190.89) (296.70)

Sale of Fixed Assets 1.18 0.51 57.13

Acquisitions of Investments – Others (net) 8.94 54.51 3.43

Deposits Redeemed / (Made) (3.46) (4.98) (0.28)

Interest Received 10.84 10.72 7.25

Dividend Received 3.02 3.27 10.35

NET CASH INFLOW/(OUTFLOW)FROM INVESTING ACTIVITIES (203.66) (126.86) (218.82)

C. CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES

Exchange Fluctuations (Net) (25.31) 4.23 13.45

Increase / (Decrease) in Working Capital Borrowings

143.52 3.74 (109.52)

Proceeds / (Repayment) ECB (Net) 16.48 124.29 20.57

Proceeds/ (Repayment) of Term Loans (net) (48.89) (108.48) 73.79

Proceeds from PPNCD (net) - 34.80 138.60

Interest Paid (67.24) (41.00) (47.13)

Equity Dividend And Corporate Dividend Tax Paid (50.31) (45.43) (39.20)

NET CASH INFLOW/(OUTFLOW) USED IN FINANCING ACTIVITIES (31.75) (27.85) 50.56

NET CHANGES IN CASH & CASH EQUIVALENT (A+B+C) (133.26) (72.71) 47.29

Cash and cash equivalent as at beginning of the Year 278.96 206.24 158.95

Cash and cash equivalent as at end of the year 145.69 278.96 206.24

NOTE: (i) Figures in bracket are outflows (ii) Previous years figures are regrouped where ever necessary

31

VII. ANNEXURE C Income Statement

(Rs in Crores)

Particulars

6 months Ended 30th September,

2012

6 months Ended 30th September,

2011

Period 6 Months 6 Months

I. Income from operations 1,327.48 1,051.06

II. Other Income 25.53 18.64

III. Total Revenue (I +II) 1,353.01 1,069.70

IV. Expenses:

Finance Cost 42.43 27.65

Employee Benefit expenses 79.94 73.00

Other expenses 1,065.07 767.30

Allowances and contingencies - -

Write offs/loss on foreclosure of loans - -

Depreciation and amortisation expense 47.67 38.67

Total Expenses 1,235.11 906.62

V. Profit before exceptional and extraordinary items and tax

117.90 163.08

VI. Exceptional and extraordinary Items - -

VII. Profit before extraordinary items and tax (V - VI) 117.90 163.08

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 117.90 163.08

X. Tax expense:

(1) Current tax 31.76 45.24

(2) Deferred tax

XI. Profit for the year after taxation 86.14 117.84

XIII. Profit for the year after Minority Interest - -

XIV. Earning per equity share of face value of Rs. 10/- each.

(1) Basic 9.77 13.36

(2) Diluted 9.77 13.36

32

Statement of Assets and Liabilities (Rs in Crores)

Particulars

As At 30th September,

2012

As At 30th September,

2011

I. EQUITY AND LIABILITIES

(1) Shareholders' Funds

(a) Share Capital 88.20 88.20

(b) Reserves and Surplus 1,221,51 1,095.69

(2) Non-Current Liabilities

(a) Long-term borrowings 457.49 570.08

(b) Deferred tax liabilities (Net) 107.32 89.99

(c) Other Long term liabilities 0.82 0.68

(d) Long term provisions 17.55 18.34

(3) Current Liabilities

(a) Short-term borrowings 369.71 129.35

(b) Current maturities of long term borrowings 120.34 62.41

(c) Trade payables 174.09 158.47

(d) Other current liabilities 142.44 183.41

(e) Short-term provisions 7.05 9.78

Total 2,706.52 2,406.40

II. Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 1,437.63 1,314.15

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(b) Non-current investments 94.42 80.82

(c) Deferred tax Assets (net) - -

(d) Long term loans and advances 22.87 43.67

(e) Other non-current assets - -

(2) Current assets

(a) Current Investments 35.16 112.32

(b) Inventories 346.15 249.58

(c) Trade receivables 622.96 357.91

(d) Cash and Bank balances 25.59 112.64

(e) Current maturities of long term loans and advances toward financing activities

- -

(f) Short term loans and advances 114.02 132.26

(g) Other current assets 7.72 3.05

Total 2,706.52 2,406.40

33

VIII. CREDIT RATING & RATIONALE THEREOF

Separately Enclosed

IX. CONSENT LETTER FROM THE DEBENTURE TRUSTEE

Separately Enclosed

X. DECLARATION It is hereby declared that this Disclosure Document contains full disclosures in accordance with the SEBI Regulations. The Company also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. This Disclosure Document also does not contain any false or misleading statement. The Company accepts no responsibility for the statement made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk.

XI. UNDERTAKINGS BY THE COMPANY The Company undertakes that:

• It will provide a compliance certificate duly certified by the Trustees to the Debenture holders, (on a yearly basis), in respect of compliance with the terms and conditions of Issue as contained in this Disclosure Document;

• Every credit rating obtained shall be periodically reviewed by the Credit Rating Agency and any revision in the rating shall be promptly disclosed by the Company to the Stock Exchange. Any change in rating shall be promptly disseminated to Debenture holders and prospective investors in such manner as the Stock Exchange may determine from time to time;

• All information and reports on the Debentures, including compliance reports filed by the Company and the Trustees, shall be disseminated to the Debenture holders and the general public by placing them on the website of the Company and shall through the Trust Deed, request the Trustees to place the same on its website; and

• This Disclosure Document is compliant with all disclosures required to be made for listing of non-convertible debentures on a private placement basis on a recognized stock exchange, as specified in the SEBI Regulations.

Further, in addition to complying with all appropriate Indian laws and regulations pertaining to environmental and social issues, the Company, to the best of its knowledge, is currently in compliance with all environmental and social obligations applicable to it pursuant to its existing credit facilities, loan arrangements, corporate environmental policies, and any regulatory requirements. Such obligations include, but are not limited to, compliance with environmental laws, maintaining environmental licenses, absence of environmental contamination and environmental claims, managing environmental and social risks, and taking such steps as may be required to ensure compliance with various applicable frameworks.

Signed pursuant to the authority granted by Board of Directors of the Company at its meeting held on 31st October, 2012 For Deepak Fertilisers And Petrochemicals Corporation Limited R. Sriraman Executive Vice President (Legal) & Company Secretary Place: Pune Date: January 14, 2013