Annexure XIV Continuedâ¦ - Edelweiss

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12. Consent of M/s. A. L. Sehgal & Co., Chartered Accountants, for inclusion of (i) the statement of tax benefits dated May 20, 2011 in the form and context in which it appear in this Draft Red Herring Prospectus; and (ii) to be named as experts to our Company; 13. Certificate dated May 17, 2011, issued by M/s. A. L. Sehgal & Co., Chartered Accountants, in relation to deployment of funds for the second phase of the Company’s 30 MW blended coal based power project at Chakabura, Korba district, Chhattisgarh and with respect to the draw down of sanctioned limits pursuant to the common loan agreement dated September 1, 2010 amongst our Company, YES Bank Limited, Punjab and Sind Bank and State Bank of Hyderabad for a term loan of ` 1,070 million; 14. Certificate dated May 17, 2011, issued by M/s. A. L. Sehgal & Co., Chartered Accountants, in relation to deployment of funds for the first unit of the 1,200 MW (2 x 600 MW) coal-fired power project at Sidhi district, Madhya Pradesh, and with respect to the draw down of the term loans of ` 20,250 million each, availed from Axis Bank Limited and ICICI Bank Limited by the Company’s Subsidiary, Aryan M.P. Power Generation Private Limited; 15. Consents of Auditors, Bankers to our Company, Managers, Syndicate Members, Registrar to the Issue, Escrow Collection Banks, Refund Banks, Public Issue Account Banks, Domestic Legal Advisors to our Company, Domestic Legal Counsel to the Book Running Lead Managers, International Legal Advisors to the Underwriters, Directors of our Company, and the Company Secretary and Compliance Officer, as referred to, in their respective capacities; 16. IPO grading report dated [●] by [●]; 17. RBI approval dated [●] for transfer of the Equity Shares by the Selling Shareholders by way of the Offer for Sale; 18. In-principle listing approvals dated [●], 2011 and [●], 2011 from the NSE and BSE, respectively; 19. Agreement amongst NSDL, our Company and Indus Portfolio Private Limited, our Company’s share transfer agent, dated August 10, 2006; 20. Agreement amongst CDSL, our Company and Indus Portfolio Private Limited, our Company’s share transfer agent, dated May 23, 2011; 21. Due diligence certificate dated May 30, 2011 to SEBI from the Managers; 22. SEBI observation letters dated [●], 2011 and dated [●], 2011 and our in-seriatim replies to the same dated [●], 2011 and [●], 2011; 23. Shareholders agreement dated March 3, 2006 amongst our Company, Pineridge and the promoters (as amended on March 31, 2007); 24. Termination agreement dated May 26, 2011 amongst our Company, Pineridge and the promoters; 25. Shareholders agreement dated May 19, 2009 amongst our Company, TRN Energy, Anil Kumar and Sanjay Jain; 26. Promoter agreement dated February 10, 2011, amended by way of an amendment agreement dated March 4, 2011, amongst Mr. Ganesh Chandra Mrig, Ms. Sushil Mrig, Mr. Ashok Mrig, Mr. Ajay Mrig, Ms. Monika Mrig, Mr. Rudra Sen Sindhu, certain existing shareholders of our Company represented by their constituted attorney, Mr. Rudra Sen Sindhu, Mr. Kuldeep Singh Solanki, Maneesha Finlease Limited and our Company; 27. Voting agreement dated February 10, 2011 amongst Mr. Rudra Sen Sindhu, certain existing shareholders of our Company represented by their constituted attorney, Mr. Rudra Sen Sindhu, Mr. Ajay Mrig and Ms. Monika Mrig; 28. Put option agreement dated March 16, 2011 between Sainik Mining and Allied Services Limited, IDBI Trusteeship Services Limited (in its capacity as the trustee of India Advantage Fund – V and represented 453
through its investment manager, ICICI Venture Funds Management Company Limited), Mr. Rudra Sen Sindhu, Mr. Kuldeep Singh Solanki and Mitter Sen Agrofarms Private Limited; 29. Share deposit agreement dated March 21, 2011 between SMASL, IDBI Trusteeship IDBI Trusteeship Services Limited (in its capacity as the trustee of India Advantage Fund – V and represented through its investment manager, ICICI Venture Funds Management Company Limited), Mr. Rudra Sen Sindhu, Mr. Kuldeep Singh Solanki, Mitter Sen Agrofarms Private Limited and ICICI Bank Limited; 30. Memorandum of Understanding dated February 6, 2010 amongst Cellcap Securities Limited, Spectrum Power Generation Limited, Asset Reconstruction Company (India) Limited, our Company and Cellcap Invofin India Private Limited. 31. Agreement dated April 9, 2011 amongst our Company, Aryan Ispat and Power Private Limited and Mahavir Global Coal Limited. 32. Agreement dated April 9, 2011 amongst our Company, Aryan Ispat and Power Private Limited and Amanat Agencies Private Limited. 33. Detailed project report prepared by Cethar Consulting Engineers Private Limited in relation to Chakabura Power Project – Phase II, issued in April 2011. 34. Detailed project report prepared by Cethar Consulting Engineers Private Limited in relation to Sidhi Power Project, issued in April 2011. 35. Common loan agreement dated September 1, 2010 with a consortium of three banks i.e. YES Bank Limited, Punjab and Sind Bank and State Bank of Hyderabad for a term loan of ` 1,070 million. 36. Contract dated May 8, 2009 entered into by our Company for purchase of an AFBC steam generator. 37. (i) Sanction letter dated September 25, 2009 issued by Axis Bank Limited; (ii) Amendment to sanction letter dated September 30, 2009 issued by Axis Bank Limited; and (iii) Letter dated February 12, 2010 issued by AMPPGPL to Axis Bank Limited. 38. (i) Sanction letter dated September 30, 2009 issued by ICICI Bank Limited; and (ii) Letter dated October 14, 2009 issued by AMPPGPL to Axis Bank Limited. Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance with applicable laws. 454
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e) Enterprises over which key manag
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Annexure XIV continued... (Amount i
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For the year ended 31 March 2008 Pa
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Annexure XIV continued... For the y
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Statement of segment reporting, as
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FINANCIAL INDEBTEDNESS Set forth be
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Sr. No. Name of Lender Facility (in
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Sr. No. Bank Guarantees Name of Len
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MANAGEMENT’S DISCUSSION AND ANALY
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(2) Capacity refers to the normativ
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Availability and price of raw coal
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Impairment The carrying amounts of
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Finance cost Finance costs include
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Sale of Power \Sale of power income
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Spectrum Coal became our wholly-own
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products as charged by the customer
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Fiscal 2009 compared to Fiscal 2008
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Coal beneficiation and allied recei
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Provision for Tax The provision for
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For Fiscal 2008, our cash flow from
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Other contractual obligations The f
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Future Relationship Between Cost an
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conditions prescribed in clause 4.1
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duty. Further, the original land ow
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Section 73A of the Finance Act alon
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E/DL/28679/7AC-IV3622, dated Februa
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disputed his retirement claiming th
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Outstanding litigation and proceedi
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Civil Writ Petition No. 4982 of 201
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SCPL has filed an appeal no. 1880/M
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SFIL has filed 11 cases under secti
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Consequent to this merger, BCFL has
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1. SHL v. Deputy Commissioner of In
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3. Show cause notice dated April 20
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SMASL has filed a writ petition no.
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8. Sindhu Realtors Private Limited
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Appeal, Bharatpur who disallowed th
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efore Commissioner of Central Excis
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GOVERNMENT AND OTHER APPROVALS In v
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Sr. No. Issuing Authority 10. Comme
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Sr. No. Issuing Authority State Ele
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Sr. No. Issuing Authority 1. Inspec
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Sr. No. Issuing Authority Organisat
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Sr. No. Issuing Authority 5. Office
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Sr. No. Issuing Authority 3. Chhatt
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Sr. No. Issuing Authority 8. Office
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S. No . Issuing Authority License N
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S. No . Issuing Authority License N
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Sr. No. Issuing Authority assistanc
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2. Ministry of Environment, GoI Ter
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KEY PROVISIONS OF CERTAIN AGREEMENT
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5. Coal Supply Agreement dated Sept
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3. Agreement dated June 28, 2006 be
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not remedied by SWSL within 90 days
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Company can also terminate the IA,
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5. Fuel Supply Agreement between Re
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costs related to such rehabilitatio
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2. Power purchase agreement dated J
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• Mr. Rudra Sen Sindhu and Mr. Vi
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(b) Our Company has applied to the
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AGREEMENT ENTERED INTO BETWEEN THE
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observe, any such restrictions. Any
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form and context in which they appe
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Except as stated in the sections ti
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For further details please refer to
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• right to receive offers for rig
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ISSUE STRUCTURE This public issue o
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@ In case of ASBA Bidders, the SCSB
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ISSUE PROCEDURE This section applie
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Page 145 and 146: documents to hold and invest in equ
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Page 149 and 150: • Eligible Employees who bid for
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Page 161 and 162: 2. Ensure that you use the ASBA Bid
Page 163 and 164: should be signed by the ASBA Accoun
Page 165 and 166: The Bidders should note that the es
Page 167 and 168: the Bids clearly indicate the schem
Page 169 and 170: • Bids at Cut-off Price by Non-In
Page 171 and 172: Bidders can contact the Compliance
Page 173 and 174: BASIS OF ALLOTMENT A. For Retail In
Page 175 and 176: Method of Proportionate Basis of Al
Page 177 and 178: Please note: 1. The illustration pr
Page 179 and 180: • They shall not have recourse to
Page 181 and 182: RESTRICTIONS ON FOREIGN OWNERSHIP O
Page 183 and 184: MAIN PROVISIONS OF OUR ARTICLES OF
Page 185 and 186: fulfillment or discharge of such de
Page 187 and 188: notarially certified copy thereof h
Page 189 and 190: (a) (b) (c) (d) (e) the power to ma
Page 191 and 192: Proposed Issuance is first offered
Page 193: OTHER INFORMATION MATERIAL CONTRACT
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Annexure XIV Continuedâ¦ - Edelweiss