P Monnet Ispat & Energy Limited · 2013. 7. 5. · P. Monnet Ispat & Energy Limited (Incorporated on 1st February 1990 as a Public Limited Company under the Indian Companies Act,

Monnet Ispat & Energy Limited (Incorporated on 1st February 1990 as a Public Limited Company under the Indian Companies Act, 1956)

Registered office: Monnet Marg, Mandir Hasaud, Raipur - 492 101 (Chhattisgarh) (India) Tel.: (0771) 2471334, Fax. (0771) 2471250

Corporate office: MONNET HOUSE, 11 Masjid Moth, Greater Kailash Part -2, New Delhi - 48 Tel: (011) 29218542-46 Fax: (011) 29218542

Website: www. monnetgroup.com, E-Mail: [email protected] Contact Person and Compliance Officer: Mr. Hardeep Singh, Company Secretary

DISCLOSURE DOCUMENT UNDER SCHEDULE I OF SEBI

(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2012

PRIVATE PLACEMENT OF SECURED REDEEMABLE LISTED NON-CONVERTIBLE DEBENTURES OF RS.10,00,000/- EACH

FOR CASH AT PAR AGGREGATING RS. 15.00 CRORE CREDIT RATING “CARE AA-” (pronounced as Double A Minus) by Credit Analysis & Research Limited for Rs. 500.00 crores NCDs indicating that such instruments with this rating are considered to have high degree of safety regarding timely servicing of debt obligations. Such instruments carry very low credit risk. “BWR AA-” (pronounced BWR Double A Minus) (Outlook: Stable) by Brickwork Ratings India Pvt. Limited for Rs. 750.00 crores NCDs indicating that such instruments with this rating are considered to have “high degree of safety” regarding timely servicing of debt obligations. Such instruments carry very low credit risk. 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 revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. For details, please refer to para on ‘Credit Rating’ mentioned elsewhere in this Disclosure Document. Rating Agencies Credit Analysis & Research Ltd., 3rd Floor, B-47, Inner Circle, Near Plaza Cinema, Connaught Place, New Delhi–110 001, Tel: 011-45333200/ 23318701, Fax: 45333238, Email: [email protected], Website: careratings.com Brickwork Ratings India Pvt. Ltd, 3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara, Bannerghatta Road, Bangalore – 560 076, India Phone : 91-80-4040 9999 Fax: 91-80-4040 9990 E-mail: [email protected]. LISTING: The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the Bombay Stock Exchange Limited (“BSE” or the “Stock Exchange”). DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

IL&FS Trust Company Limited The IL&FS Financial Center, Plot No. C-22, G-Block, 3rd Floor, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. Tel No. (022) 2653 3333 Fax No. (022) 2653 3297

M/s. MCS Limited Venkatesh Bhawan W - 40, Okhla Industrial Area, Phase - II New Delhi - 110 020 Tel No. (011) 41406149 Fax No. (011) 29961284 Website: www.mcsdel.com

Private & Confidential – For Private Circulation Only (This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities) ) Regulations, 2012 issued vide circular

no. LAD-NRO/GN/2012-13/19/5392 dated 12-10- 2012)

mailto:[email protected]


http://www.mcsdel.com/

Monnet Ispat & Energy Limited

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TABLE OF CONTENTS Sr. No. Particulars Page Number

A. Issuer Information

a. Names and Addresses 5 – 6

b. A brief summary of the business/ activities of the Issuer and its line of business

7 – 12

c. A brief history of the Issuer since its corporation 13 – 16

d. Details of the shareholding of the company 16 – 17

e. Details regarding Directors of the Company 18 – 19

f. Details regarding the auditors of the Company 19

g. Details of borrowings of the Company 20 – 24

h. Details of the Promoters of the Company 24

i. Abridged version of Audited Consolidated/ Standalone Financial Information of last three years

25

j. Abridged version of Latest Audited/ Limited review Half-Yearly Consolidated/ Standalone Financial Information

26

k. Material event/ development of change having implications on the Financial/ Credit quality

27

l. Name of the Debenture Trustee and consent for his appointment under regulation 4(4)

27

m. Detailed rating rationale(s) adopted/ Credit Rating Letter issued by the Rating Agencies

27

n. If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed.

27

o. Copy of consent letter from the Debenture Trustee 27

p. Names of all the recognised stock exchanges where the debt securities are proposed to be listed

28

q. Other Details:

i. DRR creation - relevant regulations and applicability 28

ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc)

28

iii. Application process 28 – 38

B. Issue Details

Summary term sheet 39 – 47

Declaration 48


3

DEFINITIONS/ ABBREVATIONS

Term Meaning/ Definition/ Complete Term Act The Companies Act, 1956 as amended from time to time till date Application Form The form in terms of which, the investors shall apply for the Secured

Redeemable Listed Non-Convertible Debentures (NCDs) of the Company Articles Articles of Association of the Company AGM Annual General Meeting The Company/ The Issuer Company/ the Issuer / Monnet/ MIEL


Board/ BoD/ BOD Board of Directors of the Company or a Committee constituted thereof Debenture(s)/ NCD(s) Secured Redeemable Listed Non-Convertible Debentures of Rs. 10,00,000/-

each offered through private placement route under the terms of this Disclosure Document

Debentureholder(s) The holder(s) of the Debenture(s) in dematerialised form BSE/ concerned Stock Exchange

Bombay Stock Exchange Limited

Beneficial Owner(s) Debentureholder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of sub-section of Section 2 of the Depositories Act, 1996)

CARE/ Rating Agency Credit Analysis & Research Limited Brickwork/ Rating Agency Brickwork Ratings India Pvt. Limited CDSL Central Depository Services (India) Limited DDA Deemed Date of Allotment for the Debentures DP Depository Participant Depository(ies) National Securities Depository Limited (NSDL) and, Central Depository

Services (India) Limited (CDSL) DIP Disclosure and Investor Protection Guidelines of SEBI EGM Extra-ordinary General Meeting DRR Debenture Redemption Reserve FY/ F.Y. Financial Year FIs Financial Institutions Issue/ Offer/ Offering Private Placement of Secured Redeemable Listed Non-Convertible

Debentures of Rs. 10,00,000/- each for cash at par aggregating Rs. 15.00 crores

Disclosure Document Disclosure Document dated January 07, 2013 for Private Placement of Secured Redeemable Listed Non-Convertible Debentures of Rs. 10,00,000/- each for cash at par aggregating Rs. 15.00 crores to be issued by Monnet Ispat & Energy Ltd.

IT Income Tax IT Act The Income Tax Act, 1961 (as amended from time to time) IS Information Systems Memorandum Memorandum of Association of the Company NSDL National Securities Depository Limited NSE National Stock Exchange of India Ltd. PAN Permanent Account Number Registrars to the Issue/ Registrars

M/s. MCS Ltd.

ROC/ RoC Registrar of Companies RBI The Reserve Bank of India SEBI Securities and Exchange Board of India constituted under the Securities

and Exchange Board of India Act, 1992 (as amended from time to time) SEBI Regulations Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012)

Trustees/ Trustees to the Debentureholder(s)

IL&FS Trust Company Limited

TDS Tax Deducted at Source WDM Wholesale Debt Market


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GENERAL DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008. This document does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Monnet Ispat & Energy Limited (the “Issuer”/ the “Company” / the “MIEL”). The document is for the exclusive use of the Institutions 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 captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Issue. DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures being made on private placement basis, filing of this 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 document. DISCLAIMER OF THE LEAD ARRANGER(S) It is advised that the Company has exercised self due-diligence to ensure complete compliance of prescribed disclosure norms etc in this Disclosure Document. The role of the Lead Arrangers in the assignment is confined to marketing and placement of the Debentures on the basis of this Disclosure Document as prepared by the Company. The Lead Arrangers have neither scrutinized/ vetted nor have they done any due-diligence for verification of the contents of this Disclosure Document. The Lead Arrangers shall use this document for the purpose of soliciting subscription from qualified institutional investors in the Debentures to be issued by the Company on private placement basis It is to be distinctly understood that the aforesaid use of this document by the Lead Arrangers should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Lead Arrangers; 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 Lead Arrangers or any of its 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. DISCLAIMER OF THE ISSUER The Issuer confirms that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect. All information considered adequate and relevant about the Issue and the Company has been made available in this Disclosure Document for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever. 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 Issuer Company and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. DISCLAIMER OF THE STOCK EXCHANGE As required, a copy of this Disclosure Document has been submitted to the Bombay Stock Exchange Limited (hereinafter referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the 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 document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.


5

DISCLOSURES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2012 ISSUED VIDE

CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012) A. Issuer Information

a. Name and address of the following:

Monnet Ispat & Energy Ltd. (Hereinafter referred to as “the Issuer” or “the Company” or “MIEL”)

i. REGISTERED OFFICE OF THE ISSUER Monnet Marg, Mandir Hasaud,

Raipur - 492 101 (Chhattisgarh) (India) Tel.: (0771) 2471334. Fax. (0771) 2471250.

ii. CORPORATE OFFICE OF THE ISSUER

Monnet House, 11 Masjid Moth, Greater Kailash Part -II, New Delhi – 110 048. Tel.: (0771) 2471334. Fax. (0771) 2471250. E-Mail: [email protected] Website: www. monnetgroup.com

iii. COMPLIANCE OFFICER OF THE ISSUER

Mr. Hardeep Singh Company Secretary Tel.: (011) 29218542-46. Fax. (011) 29218541. E-Mail: [email protected] The investors can contact the Compliance Officer in case of any pre-issue/ post-issue related matters such as non-credit of letter(s) of allotment/ Bonds(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc.

iv. CFO OF THE ISSUER

Mr.Sanjay Kaul Monnet House, 11 Masjid Moth, Greater Kailash Part-II, New Delhi – 110 048. Tel: (011) 29218543. Fax: (011) 29218542.


6

v. TRUSTEE TO THE ISSUE

IL&FS Trust Company Limited The IL&FS Financial Center, Plot No. C-22, G-Block, 3rd Floor, Bandra Kurla Complex, Bandra (East), Mumbai 400 051. Tel No. (022) 2653 3333 Fax No. (022) 2653 3297

vi. REGISTRAR TO THE ISSUE

M/s. MCS Limited Venkatesh Bhawan W - 40, Okhla Industrial Area, Phase - II New Delhi - 110 020 Tel No. (011) 41406149 Fax No. (011) 29961284 Website: www.mcsdel.com

vii. CREDIT RATING AGENCY(-IES) OF THE ISSUE

Credit Analysis & Research Ltd. 3rd Floor, B-47, Inner Circle, Near Plaza Cinema, Connaught Place, New Delhi–110 001, Tel: 011-45333200/ 23318701, Fax: 45333238, Email: [email protected] Website: careratings.com

Brickwork Ratings India Pvt. Ltd. 3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara, Bannerghatta Road, Bangalore – 560 076, India Tel: 080-40409999 Fax:080-40409990 E-mail: [email protected]. http://www.brickworkratings.com/

viii. STATUTORY AUDITORS

M/s O.P. Bagla & Co. Chartered Accountants 8/12, Kalkaji Extension, New Delhi – 110 019. Tel.: (011) 26436190, 26412939. Fax. (011) 26239912. E-Mail: [email protected]

http://www.mcsdel.com/


http://www.brickworkratings.com/



7

b. A Brief Summary of the Business/ Activities of the Issuer and its Line of Business

i. OVERVIEW A brief on the company Established in the year 1990, Monnet Ispat& Energy Limited (MIEL), the flagship company

of the Monnet Group, is India’s second largest manufacturer of sponge iron (SI) through the coal based route. The company hithertoengaged in manufacturing of sponge iron, steel, ferro alloys, mining and power generation and has its operations currently based out of Raipur and Raigarh, Chattisgarh.

The company is now completing a fully integrated steel mill of 1.5 million tonne at Raigarh

which would be the forward integration of Sponge Iron facility. The steel production will have principal input as Sponge Iron and the Hot Metal from Blast Furnace. The configuration of steel plant based on the combination of sponge iron and blast furnace route is making it a technically sound and commercially most economical and viable proposition as it reduces the dependence of volatilities of raw material like Coking Coal. The company is also implementing a backward integration facility of pallets which will become input for Sponge Iron and Blast Furnace. The Pallet plant in turn will require Iron Ore fines to be procured from the captive mine as well as from market, thus further reducing the dependence on lump ore.

Monnet is one of those few companies that focussed on proven indigenous technologies

involving low capital commitment, thereby minimising the magnitude of risk in its initial phase of establishment as well as providing an impetus to the ‘low cost–growth oriented’ business model for seamless growth.

Business Model – Underlying concept of integration Integration of operations has always been the underlying theme for Monnet. With a

consistent focus towards integration and resource security, the company was amongst the first few private players to attain allocation of an underground coal mine in its name, post nationalisation. The mine is situated at Raigarh and feeds the sponge iron and power division, thereby enabling the company to enjoy a strong cost advantage coupled with assured supply of raw material. The company is in the process of upgrading the capacity of Raigarh coal mines to make it a 3 million tonne over a period of time. Besides, company is also developing a coking coal mine in joint allocation with JSPL and one more thermal mine in Chhattisgarh. Further, the company has been amongst the pioneers in setting up Waste Heat Recovery System (WHRS) to generate power from the waste heat (by-product) of the sponge iron kilns which effectively reduces the raw material cost to almost nil. In addition to the above, the availability of captive power provide significant value add for the steel division of the company as well as cushion it against the cyclical nature of steel as a commodity.

The company is also in possession of iron ore mines which are currently being developed.

The same shall be utilized to take care of the captive requirements of as regards to the operations of the company, including the envisaged expansions in near future.


8

The principal product of the company would be as under :-

End Product Name

1. Structure Mill Bars, Bloometc

2. Plate Mill

Principal Raw Material Availability

1. Iron Ore

Lumps Captive/Market

Fines Captive/Market

2. Coking Coal Captive

3. Thermal Coal Captive

4. Power Captive

A summary of the manufacturing capacities of various products of the company has been provided in the table below.

RAIPUR

S.No Product Capacity

1.0 Sponge Iron 0.3 MTPA

2.0 MS Steel 0.3 MTPA

3.0 Structural Steel 0.2 MTPA

4.0 Power 60 MW

5.0 Ferro Alloys 58,000 TPA

RAIGARH

S.No Product Capacity

1. 0 Sponge Iron 0.5 MTPA

2.0 Power 170 MW

3.0 Coal Mine 1.2 MTPA

4.0 Steel Mill 1.5MTPA


9

The Flow Chart of the operations is depicted below

Flow Chart depicts the integrated business model of the Company with end to end control from raw material to finished product. Mines A summary of the status of various mines allotted to the company is as follows. The same would add value to the operations of the company by ensuring regular supply of cheap raw material.

Mine Reserves

(Mnmtpa) Status of Development

Milupara, MandRaigarh Coal Field, Raigarh

86 (annual extraction of 1.0 mtpa)under upgradation to 3

mtpa

Underground mine; first of its kind to be allotted in the private sector

Comprise of B to E grade of coal (majorly suitable for Sponge Iron)

Currently operational with an annual extraction capacity of 1.0 mtpa and in the process of being scaled up to 1.5 mtpa

Utkal B2, Angul, Orissa

85 (annual extraction expected at 2.2

mtpa)

Open Cast Comprise of E,F grade of coal (power

grade coal) Low stripping ratio Land acquired – 80% All approvals received Mining lease expected to be signed by

31.03.2013. Extraction to commence within 2-3

months of mining lease

Represents stages in steel value chain wherein the output at that stage shall be ‘saleable’ in nature

Sale

Upcoming facilities

Current facilities

Sponge Iron

Sinter Coke Oven

Blast Furnace

WHRB

EAF

Sale

Pellet Plant

Coal

Iron Ore Iron Ore

Fines

Coking Coal

Power

Slab/Bloom Caster

Bar/Plates/Coils

Sale

Sale

Sale

Pig Iron

Sale

Cur

rent

Post Expansion


10

Mandakini, Talcher, Orissa

Total – 290.5 MIEL’s share – ~

96.9 (annual extraction expected at 5.0

mtpa)

Open Cast mine Comprise of E,F grade of coal (power

grade coal) In an equal JV with Tata Power and

Jindal Photo Land acquisition in process Environment clearance received Stage I Forest clearance received Stage II Forest clearance is expected by

March 2013. Expected date of mining lease – June

2013 Rajgamar Total ~ 61.7

MIEL’s share ~ 49.9

Underground mine Comprise of B to E grade of non-coking

coal Allotted jointly with Topworth Steel Pvt.

Ltd. JV agreement successfully executed with

Topworth and submitted to Secy.-coal, Ministry of Coal

Geological report procured Mining plan finalized Expected date of mining lease –March

2014 Urtan – North, Sohagpur Coalfields, Madhya Pradesh

Total ~ 69.8 MIEL’s share ~

23.3

Underground mine Primarily a Coking Coal mine Allotted jointly with Jindal Steel & Power

Ltd. (JSPL) JV agreement successfully executed with

JSPL and submitted to Secy.-coal, Ministry of Coal. JV. Company incorporated in March 2010

Geological report to be procured Expected date of mining lease -

December 2013 Iron Ore Mine 20

(annual extraction expected at 0.6

mtpa)

Open cast mine Comprise of IronOre with Fe content of

62-63 Land acquisition and environment

clearance in process Expected date of mining lease –

September 2013


11

ii. CORPORATE STRUCTURE


12

iii. Key operational and financial parameters (Standalone Basis) for the last 3 audited

years (Rs. in Crores)

Parameters 30-09-2012 (Unaudited)

31-03-2012 (Audited)

31-03-2011 (Audited)

31-03-2010 (Audited)

For Non-Financial Entities Networth 2491.23 2360.35 2090.14 1673.05 Total Debt 4384.30 3834.39 2606.35 1494.98 of which – Non Current Maturities

of Long Term Borrowing 3285.16 2890.46 1637.38 950.02

– Short Term Borrowing 1099.13 943.93 968.97 476.71 – Current Maturities of

Long Term Borrowing 275.37 262.10 65.50 68.26

Net Fixed Assets 4206.96 3400.68 2159.04 1519.49 Non Current Assets 5667.02 4514.05 3148.36 2394.61 Cash and Cash Equivalents 205.91 873.33 686.94 205.24 Current Investments 0.01 1.02 33.33 24.96 Current Assets 2020.91 2394.91 2029.49 1063.27 Current Liabilities 1746.35 1501.41 1305.73 752.85 Net sales 1066.60 1897.38 1573.05 1480.70 EBITDA 286.50 537.83 479.11 477.34 EBIT 242.40 463.72 405.25 405.67 Interest 60.15 86.70 43.72 74.37 PAT 139.79 288.86 281.16 269.10 Dividend amounts - 18.65 39.88 33.43 Current ratio 1.16 1.59 1.55 1.41 Interest coverage ratio 4.76 6.20 10.96 6.42 Gross debt/equity ratio 1.43 1.33 0.81 0.61 Debt Service Coverage Ratios - 2.95 3.56 2.60

Gross Debt: Equity Ratio of the Company

Before the issue of debt securities 1.43 times

After the issue of debt securities 1.47 times

The borrowing levels of the company have gone up in the last 2 years in view of the implementation of 1.5 MTPA of steel plant at Raigarh. The company has also deployed its resources in the equity contribution of 1050MW Power Plant and Orissa Sponge Iron & Steel Ltd. The operation flows of the company are expected to be stronger from the next Financial Year which will bring down the debt equity ratio below 1 in the next 2 years as the leverage policy of the company.

(iv) Project Cost & Means of Financing (in case of funding of new projects) Not Applicable


13

c. A brief history of the Issuer since its incorporation giving details of its following

activities. (i) Details of Share Capital as on September 30, 2012:

(Rs. in Crores)

Particulars Nominal Value as on 30-09-2012 (Audited)

Amount as on

30-09-2012 (Audited)

1. Share Capital

A. Authorised Share Capital

13,20,00,000 Shares of par value of Rs. 10/- each 132.00 132.00

B. Issued, Subscribed & Paid- up Share Capital

6,40,89,074 Shares of par value of Rs. 10/- each 64.08 64.08

2. Paid-Up Share Capital after the Present Issue

6,40,89,074 Shares of par value of Rs. 10/- each (The present issue is done through private placement of Secured Redeemable Listed Non- Convertible Debentures which would not have any impact on the paid up equity capital of the Company)

64.08 64.08

ii Changes in its capital structure upto September 30, 2012, for the last five years: Date of change Rs. Particulars BoD Meeting 12-5-2008 44129815.60 Equity (FCCB Conversion) 30-05-2008 353039793.60 Equity Dec 08 to 18th May 2009 182031373.60 Equity (buy Back) 31-03-2010 866450000.00 Equity (Warrants) 08-11-2010 61781678.40 Equity (FCCB Conversion) 13-12-2010 97085721.20 Equity (FCCB Conversion) 20-12-2010 47225390.00 Equity (Merger) 22-12-2010 947050000.00 Equity (Warrants) 04-02-2011 542798349.60 Equity (FCCB Conversion) 25-02-2012 141215536.80 Equity (FCCB Conversion) 04-06-2012, 27-06-2012, 11-07-2012,

24-07-2012, 07-08-2012, 17-08-2012, 28-08-2012

89140932.54 Equity (buy Back)


14

iii Equity Share Capital History of the Company as on September 30, 2012 since

incorporation Date of

Allotment No of Equity Shares

Face Value (Rs)

Issue Price (Rs)

Consideration (Cash, other than cash,

etc)

Nature of Allotment

Cumulative Remarks

No of equity shares

Equity Share

Capital (Rs)

Equity Share

Premium (in Rs)

On Incorporation

700 10/- 10.00 7000.00 Equity 700 7000 0.00 N.A.

27-02-1990 39300 10/- 10.00 393000.00 Equity 40000 400000 0.00 N.A.

13-04-1991 840000 10/- 10.00 8400000.00 Equity 880000 8800000 0.00 N.A.

25-05-1992 990000 10/- 10.00 9900000.00 Equity 1870000 18700000 0.00 N.A.

06-09-1992 980000 10/- 10.00 9800000.00 Equity 2850000 28500000 0.00 N.A.

18-08-1993 13550000 10/- 10.00 135500000.00 Equity 16400000 164000000 0.00 N.A.

31-11-1994 310000 - 0.00 0.00 Equity 16710000 167100000 0.00 N.A.

08-06-1995 550000 - 0.00 0.00 Equity 17260000 172600000 0.00 N.A.

31-10-2000 1833300 10/- 30.00 54999000.00 Equity 19093300 190933000 20.00 N.A.

15-09-2003 950000 10/- 100.00 95000000.00 Equity 20043300 200433000 90.00 N.A.

06-03-2004 3527353 10/- 100.00 352735300.00 Equity 23570653 235706530 90.00 N.A.

23-12-2004 6932647 10/- Merger 0.00 Equity 30503300 305033000 0.00 N.A.

31-03-2005 1000000 10/- 120.00 120000000.00 Equity 31503300 315033000 110.00 N.A.

30-11-2005 1000000 10/- 120.00 120000000.00 Equity 32503300 325033000 110.00 N.A.

19-04-2006 1659125 10/- 236.944 393119714.00 Equity (FCCB Conversion)

34162425 341624250 226.944 N.A.


34346772 343467720 226.944 N.A.


34899813 348998130 226.944 N.A.


35268507 352685070 226.944 N.A.


35360680 353606800 226.944 N.A.


35545027 355450270 226.944 N.A.


36098069 360980690 226.944 N.A.


36374589 363745890 226.944 N.A.


36944994 369449940 316.20 N.A.


38198554 381985540 226.944 N.A.


38290727 382907270 226.944 N.A.


38986344 389863440 307.20 N.A.


40811381 408113810 226.944 N.A.


15

23-11-2007 278246 10/- 317.20 88259631.20 Equity (FCCB

Conversion) 41089627 410896270 307.20 N.A.


41661103 416611030 226.944 N.A.


41939350 419393500 307.20 N.A.


42215871 422158710 226.944 N.A.


42883663 428836630 307.20 N.A.


44174094 441740940 226.944 N.A.


45217519 452175190 307.20 N.A.


46507950 465079500 226.944 N.A.


46647073 466470730 307.20 N.A.


47022706 470227060 307.20 N.A.


47612616 476126160 226.944 N.A.


48002161 480021610 307.20 N.A.


48141284 481412840 307.20 N.A.

30-05-2008 1112988 10/- 317.20 353039793.60 Equity 49254272 492542720 307.20 N.A.

(Dec 08 to 18th May 2009)

1286259 10/- 141.52 (Average

Price )

182031373.60 Equity (buy Back)

47968013 479680130 131.52 N.A.

31-03-2010 4300000 10/- 201.50 866450000.00 Equity (Warrants)

52268013 522680130 191.50 N.A.


52462785 524627850 307.20 N.A.


52768856 527688560 307.20 N.A.

20-12-2010 4722539 10/- Merger 47225390.00 Equity (Merger)

57491395 574913950 0.00 N.A.

22-12-2010 4700000 10/- 201.50 947050000.00 Equity (Warrants)

62191395 621913950 191.50 N.A.


63902613 639026130 307.20 N.A.


64347807 643478070 307.20 N.A.

04-06-2012, 27-06-2012, 11-07-2012, 24-07-2012, 07-08-2012, 17-08-2012, 28-08-2012

248733 10/- 358.38 89140932.54 Equity (buy Back)

64099074 640990740 348.38 N.A.

Forfeited 10000 - - 50000.00 Equity (forfeited)

64089074 640890740 0.00 N.A.

TOTAL 64089074


16

iv Details of any Acquisition or Amalgamation in the last 1 year i.e. w.e.f. 01-04-2011

NIL

v Details of any Reorganization or Reconstruction in the last 1 year:

Type of Event Date of Announcement

Date of Completion

Details

NIL NIL NIL NIL

d. Details of the Shareholding of the Company as on September 30, 2012:

i. Shareholding Pattern of the Company as on September 30, 2012

MIEL is a public listed company and its stock is traded on the Bombay Stock Exchange and the National Stock Exchange. Sr.No

Particulars Total No of Equity shares

No of Share in Demat Form

Total Shareholding as % of total no of equity

share

1. Promoter Group 31810341 31810341 49.64%

2. Mutual Funds/UTI 9415 7515 0.01%

3. FI's/Bank 65850 65850 0.10%

4. Insurance Companies 677782 677782 1.06%

5. FII's 24616567 24616567 38.41%

6. Bodies Corporate 4986899 4980106 7.78%

7. Individuals 1791830 1366341 2.80%

8. NRI's 76087 52391 0.12%

9. HUF 50007 50007 0.08%

10. Directors & their relatives 2296 2296 0.00%

11. Trust & Foundations 2000 2000 0.00%

Total 64089074 63631196 100.00% Note: None of Shares are pledged or encumbered by the promoters.


17

ii. List of top 10 holders of equity shares of the Company as on Sept. 30, 2012

Sr.No

Name of the Shareholders Total No of Equity Shares

No of shares in demt form

Total Shareholding as % of total no of equity

share 1. Udhyam Merchandise Pvt. Ltd.

67 & 68 S N Roy Road Kolkata 700038 9950500 9950500 15.53

2. Kamdhenu Enterprises Ltd. 108, AnsalBhawan, 16, Kasturba Gandhi Marg, New Delhi -110 001

6752821 6752821 10.54

3. Deutsche Securities Mauritius Limited Deutsche Bank Ag, DB House, Hazarimal Somani Marg , Next to Sterling Theatre, Fort Po 1142, Mumbai-400 001.

5018540 5018540 7.83

4. Blackstone GPV Capital Partners Mauritius V-A Ltd Deutsche Bank AG DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort Mumbai – 400 001.

4567647 4567647 7.13

5. Cecil Weber Engineering Limited 108, Ansal Bhawan, 16 Kasturba Gandhi Marg, New Delhi -110 001.

4229196 4229196 6.60

6. Pavitra Commercials Limited 108, Ansal Bhawan, 16 Kasturba Gandhi Marg, New Delhi -110 001.

4083658 4083658 6.37

7. Vistabrook Ltd. CITIBANK N.A. Custody Services, 3rd Floor Trent House, G-Block, Plot No. 60, BKC Bandra East, Mumbai – 400 051.

3798702 3792702 5.92

8. Nikunj Jajodia 108, Ansal Bhawan, 16 Kasturba Gandhi Marg, New Delhi -110 001.

2684558 2684558

4.19

9. Goldman Sachs Investments (Mauritius) I Ltd. Standard Chartered Bank, CRESCENZO Securities Services, 3rd Floor, C-38/39, G-Block, BKC Bandra (East) Mumbai- 400 051.

1835462 1835462 2.86

10. Mavi Investment Fund Limited Deutsche Bank AG, DB House, Hazarimal Somani Marg, Post Box No. 1142, Fort, Mumbai – 400 001.

1622735 1622735 2.53


18

e. Following details regarding the Directors of the Company as on September 30, 2012:

i. Details of the current directors the Company

Name Designation and DIN

Age (Years)

Address Director of the Company

Since

Details of other directorship

Sh. Sandeep Jajodia Chairman & Managing Director DIN - 00082869 PAN - AEOPJ 5519B

46 1/17, Shanti Niketan, New Delhi-110021

Feb 1, 1990 Monnet Sugar Ltd. Monnet Power Company Ltd. Monnet Cement Ltd. AP Coal Washereies Pvt. Ltd. Monnet Engineering & Infrastructure Pvt. Ltd. Mridul Estates Pvt. Ltd. MP Monnet Mining Company Ltd. Monnet Sports Foundation

Sh. C.P. Baid Dy. Managing Director DIN - 00466414 PAN - AAAPB1206B

59 B-2901, Oberoi Woods, CIBA Road, Off. W. Exp. Highway, Goregaon-East, Mumbai, Maharashtra.

Nov 08, 2010 Spac Tech Services Pvt. Ltd. Ppal Tech Ventures Pvt. Ltd. Monnet Sports Foundation Mandakini Coal Company Ltd. Solace Land Holding Ltd. Gamma Land Holding Ltd. Looks21 Lifestyle Services Pvt. Ltd.

Sh. N.C. Jha Whole-time-Director DIN – 00657309 PAN - ABWPJ0303L

60 E-1, Godavari Bunglow IICM Complex, Kanke, Ranchi, Jharkhand – 834008

Aug 14, 2012 Bharat Coking Coal Ltd. M.P. Monnet Mining Company Limited Urtan North Mining Company Limited

Sh. G.C. Mrig Director DIN - 00025932 PAN - ABZPM5091P

75 898, Sector-14, Gurgaon, Haryana

June 30, 1997 Sindhu Trade Links Ltd. Lucent Energy Company Pvt. Ltd. Vayunandana Power Ltd.

Sh. Amit Dixit Director DIN - 01798942 PAN - AHXPD7229A

39 Thakur Nivas, Flat No.21 173 Jamshedji Tata Rd., Churchgate, Mumbai – 400020. Maharashtra.

May 14, 2012 Emcure Pharmaceuticals Limited NCC Limited Monnet Power Company Ltd. MB Power (Madhya Pradesh) Ltd. Jagran Prakashan Limited Midday Infomedia Limited Moser Bear Projects Pvt. Ltd. Jagran Media Network Investment Pvt. Ltd. Blackstone Advisors India Pvt. Ltd. S H Kelkar & Company Pvt. Ltd.

Sh. Vikram Deswal Director DIN - 05277967 PAN - ABUPD0927G

39 21 Westerly Road, Weston, MA 02493 (USA)

May 14, 2012 Nil

Sh. Ajay Relan Director DIN - 00002632 PAN - AADPR4374F

59 C-121, Defence Colony, New Delhi.

Aug 09, 2010 Blue Chip Technologies Ltd. Micro Abrasives (India) Pvt. Ltd. Bendochy Agroproducts Pvt. Ltd. HT Media Ltd. HT Media Ventures Ltd. CX Advisor Pvt. Ltd. NTL Electronics India Ltd. Thyrocare Technologies Ltd. CX Advisors LLP

Sh. J.P. Lath Director DIN - 00380076 PAN - AAVPL6805H

71 H-26, Lajpat Nagar, New Delhi-110024.

Jan. 30, 2006 Twenty First Century Securities Ltd. Deepak Traders Pvt. Ltd. Monnet Sugar Ltd. Monnet Industries Ltd. Monnet Mining Company Ltd. Monnet Cement Ltd.

Sh. Gopal Tiwari Director DIN - 00711446 PAN - AALPT7194H

70 Khasra No. 227, Forest Lane, Shiv Mandir Complex, Neb Sarai,, New Delhi-1100568

Mar 29, 2011 Kesanch Power Management Pvt. Ltd. Monnet Power Company Ltd.

Note: None of the current directors are appearing in the RBI defaulter list and/or ECGC default list.


19

ii. Details of change in directors since last three years i.e. w.e.f. 01-04-2009:

Name and Designation and DIN

Date of Appointment/ Resignation

Director of the Company since (in case of resignation)

Remarks

Sh. K. K. Khanna Executive Director DIN – 00114623

13.08.2012 Date of

Resignation

31.10.2009 N.A.

Sh. Ajay Relan Director DIN – 00002632

09.08.2010 Date of

Appointment

N.A. N.A.

Sh. C.P. Baid Dy. Managing Director DIN – 00466414

08.11.2010 Date of

Appointment

N.A. N.A.

Sh. Gopal Tiwari Director DIN – 00711446

29.03.2011 Date of

Appointment

N.A. N.A.

Sh. P. L. Nene Director DIN – 00228620

24.03.2011 Date of

Resignation

29.07.2004 N.A.

Sh. V. N. Kedia Director DIN – 00223222

18.01.2011 Date of

Resignation

30.06.2006 N.A.

Late M. S. Gujral Chairman DIN – 00282954

04.05.2012 Date of

Resignation

01.02.1990 N.A.

Sh. Vikram Deswal Director DIN – 05277967

14.05.2012 Date of

Appointment

N.A. N.A.

Sh. Amit Dixit Director DIN – 01798942

14.05.2012 Date of

Appointment

N.A. N.A.

Sh. N.C. Jha Whole-time-Director DIN – 00657309

14.08.2012 Date of

Appointment

N.A. N.A.

f. Following details regarding the Auditors of the Company:

i. Details of the Auditors of the Company Name Address Auditor Since M/s O.P. Bagla & Co. Chartered Accountants

8/12, Kalkaji Extension, New Delhi – 110 019. Tel.: (011) 26436190, 26412939. Fax. (011) 26239912. E-Mail: [email protected]

01-02-1990

ii. Details of change in Auditor since last three years i.e. w.e.f. 01-04-2009:

Name Address Date of

Appointment/ Resignation

Auditor of the Company since (in case of resignation)

Remarks

N.A. N.A. N.A. N.A. N.A.


20

g. Details of borrowings of the Company as on September 30, 2012:

i. Details of Secured Loan Facilities: (Rs in Crs)

Lender’s Name Type of Facility

Amount Sanctioned

Principal amount Outstanding

Repayment Date/ Schedule

Security

Raigarh Power Project Term Loans State Bank of Patiala

75.00

37.88

28 qtly instalments of Rs. 2.68 Crs

First Pari-Passu Charge on Movables & Immovable Assets of the Company both present & future.

State Bank of Travancore

40.00

18.54

28 qtly instalments of Rs. 1.43 Crs

-do-

State bank of India

30.00

15.15

27 qtly Instalments of Rs.1.00 Cr and last instalment of Rs. 3.00 Crs

-do-

UCO Bank

30.00

13.93 28 qtly instalments of Rs. 1.07 Crs

-do-

State Bank of Mysore

25.00

11.65 28 qtly instalments of Rs. 0.8929 Crs

-do-

Syndicate Bank 25.00 12.50 28 qtly instalments of Rs. 0.8929 Crs

-do-

Raigarh Steel State Bank of Hyderabad 200.00 150.21 Total 26 instal out

of which 14 Instal of Rs. 6.46 Crs. starting from from Dec 2013, 4 instal of Rs. 7.89 Crs., 4 Instal of Rs. 8.61 Crs., 3 Instal of Rs. 10.77 Crs And last Instal of 11.89 crs.

-do-

UCO Bank 300.00 200.34 Total 26 instal out of which 14 Instal of Rs. 9.70 Crs. starting from from Dec 2013, 4 instal of Rs. 11.85 Crs., 4 Instal of Rs. 12.93 Crs., 3 Instal of Rs. 16.16 Crs and last Instal of 16.60 Crs.

-do-

Oriental Bank of Commerce 200.00 140.23 Total 26 instalIment of Rs. 7.69 Crs. starting from from Dec 2013,

-do-

United Bank of India 250.00 204.88 Total 26 instal out of which 14 Instal of Rs. 8.08 Crs. starting from from Dec 2013, 4 instal of Rs. 9.88 Crs., 4 Instal of Rs. 10.86 Crs.and 4 Instal of Rs. 13.48 Crs

-do-


21

Indian Overseas Bank 292.00 209.93 Total 26 instal out

of which 13 Instal of Rs. 9.44 Crs. starting from from Dec 2013, 1 instal of Rs. 9.52 Crs., 3 Instal of Rs. 11.53 Crs., 1 Instal of Rs. 11.55 Crs., 3 instal of Rs. 12.69 Crs, 1 instal of Rs. 12.67 Crs., 3 instal of Rs. 15.74 and last Installment of Rs. 15.66 Crs

-do-

Bank of India 150.00 125.00 Total 26 instal out of which 14 Instal of Rs. 4.85 Crs. starting from from Dec 2013, 4 instal of Rs. 5.92 Crs., 4 Instal of Rs. 6.46 Crs.and 4 Instal of Rs. 8.16 Crs

-do-

Dena Bank 200.00 150.00 Total 26 instal out of which 14 Instal of Rs.6.39 Crs. starting from from Sept 2013, 4 instal of Rs. 7.78 Crs., 4 Instal of Rs. 8.56 Crs.and 3 instal 10.29 Crs. last Instal of Rs. 14.31 Crs

-do-

Indian Bank 150.00 89.99 Total 26 instal out of which 14 Instal of Rs.4.79 Crs. starting from from Sept 2013, 4 instal of Rs. 5.84 Crs., 4 Instal of Rs. 6.07 Crs.and 3 instal 8.09 Crs. last Instal of Rs. 11.03 Crs

-do-

Other Capex Borrowings Bank of Maharashtra 205.00 205.00 18 equal quarterly

instalment of Rs. 11.40 Crs. and last instalment of Rs. 11.20 Crs.

-do-

External Commercial Borrowings

ECB – 1 (USD 90 Million)

460.41 474.27 50% on Completion of 61 months from 31.10.2007 &Bal 50% on Completion of 72 months.

First Pari-Passu Charge on Movables & Immovable Assets of the Company both present & future.


726.42 748.30 10% at the end of 4th years and 30% each at the end of 5th, 6th and 7th starting from June 2014

-do-


22


255.78 263.39 First two Installmentof USD 1 Million, Third and fourth Installment of USD 1.5 million, Fifth installment of USD 3.5 million, Sixth and Seventh installment of USD 4.0 Million each, eighth installment of USD 4.5 million, Ninth installment of USD 5.0 million, Tenth and Eleventh installment of USD 5.5 million each and Twelfth and Thirteenth installments of USD 6.5 million each. The first installment is falling due on Dec 31st 2014.

-do-

ii. Details of Unsecured Loan Facility:

Lender’s Name Type of Facility

Amount Sanctioned

Principal Amount

Outstanding

Repayment Date/ Schedule

Std Ch Bank CP 150.00 150.00 10th December 2012

SBBJ STL 100.00 101.01 Repayment on 29th March 13

SBOP STL 100.00 100.99 Repayment on 30th Nov 12 and 28th Dec 12, Rs. 50 Crs each

L&T Infrastructure Finance

STL 150.00 150.00 57 equally quarterly instalment from July 2013

YES BANK STL 35.00 35.35 Repayment on 29th Dec 12

ING Vysya Bank STL 75.00 75.58 Repayment on 24th Dec 12 and 31st Dec 12, Rs. 25 Crs and Rs. 50 Crs. Respectively

Deutsche Bank Purchase Credit

109.70 -

State Bank of Mysore

STL 100.00 100.00 Repayble in three quarterly instalment of Rs. 30 Crs, Rs. 30Crs and Rs.40 Crs, commencing on the last day of months from 30th , 33rd and 36th month from date of 1st disbursal


23

iii. Details of NCD’s:

Debenture Series

Tenor/ Period of Maturity

Coupon Amount Date of Allotment

Redemption on Date/ Schedule

Credit Rating

Secured/ Unsecured

Security

LIC 10 Years 12.50% 120.00 4th November 2008

Redeemable in 8th, 9th

& 10th Year in the ratio of 35:35:30 from Nov 2016.

A+ Secured *

Central Bank of India

10 Years 10.50% 80.00 30th January 2010

Bullet Repayment at the end of 10th Year ie. Jan 2020. A+ Secured

*

The Jammu & Kashmir bank Ltd.

10 Years 10.50% 100.00 24th December 2009

Bullet Repayment at the end of 10th Year i.e in Dec 2019 A+ Secured

*

* First Pari-Passu Charge on Movables & Immovable Assets of the Company both present & future.

iv. List of Top 10 Debenture Holder (as on September 30, 2012)

Sr. No.

Name of Debenture Holders & Address Amount (Rs. in Crores)

1. LIC Yogakshema, C.O., Investment Deptt., 6th Floor, West Wing, Jeevan Bima Marg, Mumbai

120.00

2. Central Bank of India Chander Mukhi, Nariman Point, Mumbai

80.00

3. The Jammu & Kashmir Bank Ltd. Merchant Chambers, New Marine Lines, Mumbai

100.00

Note: Top 10 Holder’s (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.

v. The amount of corporate guarantee issued by the issuer alongwith name of the

counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued as on Sept. 30, 2012

Party Name Amount (Rs.) Mandakini Coal Company Ltd 202,600,000 Urtan North Mining Company Ltd 36,700,000 Monnet Global Ltd 2,046,260,000 Total 2,285,560,000

vi. Details of Commercial Paper: The total face value of commercial Papers Outstanding as on September 30, 2012 to be provided and its breakup in following table:

Name Maturity Date Amount Outstanding (Rs. in Crores)

State Bank of India 29.10.2012 40.00 Standard Chartered Bank Mauritius Ltd. 10.12.2012 150.00 Andhra Bank 10.10.2012 25.00 Andhra Bank 17.12.2012 25.00


24

vii. Details of Rest of borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures/ Preference Shares) as on Sept. 30, 2012: Party Name (in case of Facility)/

Instrument Name

Type of Facility/

Instrument

Amount Sanctioned/

Issued

Principal Amount

Outstanding

Repayment Date/

Schedule

Credit Rating

Secured/ Unsecured

Security

N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

viii. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 5 years.

The Company has been discharging all its liabilities in time including the payment of interest due on loan facility(s) availed and on debt securities of the Company, principal repayments and payments on redemption, including repayments to banks, mutual funds and financial institutions. The Company also undertakes to fulfill its future obligations whenever it arises.

ix. Details of any outstanding borrowings taken/ debt securities issued where taken/ issued (i) for consideration other than cash whether in whole or in part, (ii) at a premium or discount, or (iii) in pursuance of an option; The Company has not issued any debt securities for consideration other than cash, whether in whole or part, at a premium or discount or in pursuance of an option.

h. Details of Promoters of the Company:

i. Details of Promoter Holding in the Company as on Sept. 30, 2012:

Sr. No.

Name of the Shareholders Total No. of Equity Shares

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 Mahendra Kumar Jajodia 250000 250000 0.39 Nil Nil 2 Sandeep Jajodia 4448 4448 0.01 Nil Nil 3 Cecil Webber Engineering Ltd. 4229196 4229196 6.60 Nil Nil 4 Pavitra Commercials Limited 4083658 4083658 6.37 Nil Nil 5 Monnet Properties Private Ltd. 4640 4640 0.01 Nil Nil 6 Kamdhenu Enterprises Ltd 6752821 6752821 10.54 Nil Nil 7 Mahendra Shipping Limited 95000 95000 0.15 Nil Nil 8 Paras Traders Private Limited 12432 12432 0.02 Nil Nil 9 Harshwardhan Leasing Ltd 332 332 0.00 Nil Nil 10 Monnet International Limited 381096 381096 0.59 Nil Nil 11 Udhyam Merchandise Pvt Ltd 9950500 9950500 15.53 Nil Nil 12 Monnet Industries Ltd 50 50 0.00 Nil Nil 13 Sandeep Jajodia 1110289 1110289 1.73 Nil Nil 14 Seema Jajodia 8801 8801 0.01 Nil Nil 15 Nikunj Jajodia 2684558 2684558 4.19 Nil Nil 16 Nikita Jajodia 46880 46880 0.07 Nil Nil 17 Mahendra Kumar Jajodia 947490 947490 1.48 Nil Nil 18 Sudha Jajodia 124150 124150 1.94 Nil Nil 19 Sabina Rungta 5000 5000 0.01 Nil Nil


25

i. Abridged version of Audited Consolidated (wherever available) 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. *

Financial Results (Consolidated) of last 3 accounting years

(Rs. In Crores) Particulars Accounting

year ended 31-03-2012 (Audited)

Accounting year ended 31-03-2011 (Audited)


1. (a) Net Sales/Income from Operations 1988.73 1625.55 1532.17 (b) Other Operating Income - - -

2. Expenditure (a) Increase/decrease in stock in trade and work in progress

(70.45) (39.22) 17.94

(b) Consumption of raw materials 1213.64 932.08 803.27 (c) Purchase of traded goods 0.00 1.12 3.12 (d) Employees cost 108.49 83.20 80.19 (e) Depreciation 81.47 79.13 77.29 (f) Other expenditure 244.80 202.80 179.99 (g) Total (Any item exceeding 10% of the total expenditure to be shown separately)

1577.95 1259.11 1161.80

3. Profit from Operations before Other Income, Interest and Exceptional Items (1–2)

410.78 366.44 370.37

4. Other Income 46.66 27.38 32.83 5. Profit before Interest & Exceptional Items (3+4) 457.44 393.82 403.20 6. Interest 100.43 34.93 78.18 7. Exceptional items - - - 8. Profit (+)/ Loss (-) from Ordinary Activities

before tax (5) - (6+7) 357.01 358.89 325.02

9. Tax expense 93.67 81.39 63.11 10. Net Profit (+)/ Loss (-) from Ordinary Activities

after t ax (8-9) 263.34 277.50 261.91

11. Extraordinary Items (net of tax expense Rs. Nil)

- - -

12. Net Profit(+)/ Loss(-) for the period (10-11) 263.34 277.50 261.91 13. Paid-up equity share capital (Face Value Rs.

10/- Per Share) 64.34 64.34 52.26

14. Paid up Debt Capital 4415.52 2126.22 1002.23 15. Reserves excluding Revaluation Reserves as

per balance sheet of previous accounting year 2358.43 2076.28 1587.36

16. Debenture Redemption Reserve - - - 17. Earnings Per Share (EPS) (Rs.) (Diluted) 39.32 46.14 46.45 18. Debt Equity Ratio 1.74 0.97 0.60 19. Debt Service Coverage Ratio 2.27 3.36 4.24 20. Interest Service Coverage Ratio (times) 5.37 13.54 6.10


26

j. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. *

Financial Results (Standalone Basis) of last 3 accounting years

(Rs. In Crores) Particulars Accounting

year ended 30-09-2012 (Unaudited)




1. (a) Net Sales/Income from Operations 1066.60 1897.38 1573.05 1480.70 (b) Other Operating Income 9.28 - - -

2. Expenditure (a) Increase/decrease in stock in trade and work in progress

(10.72) (66.12) (43.70) 21.90

(b) Consumption of raw materials 656.31 1207.95 932.03 763.40 (c) Purchase of traded goods 0.00 0.00 1.12 12.15 (d) Employees cost 51.81 94.54 74.63 73.34 (e) Depreciation 44.10 74.11 73.86 71.67 (f) Other expenditure 103.58 186.33 159.18 164.32 (g) Total (Any item exceeding 10% of the total expenditure to be shown separately)

845.08 1496.81 1197.12 1106.78

3. Profit from Operations before Other Income, Interest and Exceptional Items (1–2)

230.80 400.57 375.93 373.92

4. Other Income 11.60 63.15 29.32 31.75 5. Profit before Interest & Exceptional Items

(3+4) 242.40 463.72 405.25 405.67

6. Interest 60.15 86.70 43.72 74.37 7. Exceptional items - - - 8. Profit (+)/ Loss (-) from Ordinary Activities

before tax (5) - (6+7) 182.25 377.02 361.53 331.30

9. Tax expense 42.46 88.16 80.37 62.20 10. Net Profit (+)/ Loss (-) from Ordinary

Activities after t ax (8-9) 139.79 288.86 281.16 269.10

11. Extraordinary Items (net of tax expense Rs. Nil)

- - - -

12. Net Profit(+)/ Loss(-) for the period (10-11) 139.79 288.86 281.16 269.10 13. Paid-up equity share capital (Face Value Rs.

10/- Per Share) 64.09 64.34 64.34 52.26

14. Paid up Debt Capital (long term debt) 3560.53 3152.56 1702.88 1018.28 15. Reserves excluding Revaluation Reserves

as per balance sheet of previous accounting year

2295.99 2025.78 1591.69

16. Debenture Redemption Reserve - - - - 17. Earnings Per Share (EPS) (Rs.) (Diluted) 21.07 43.48 46.91 47.73 18. Debt Equity Ratio 1.43 1.33 0.81 0.61 19. Debt Service Coverage Ratio 2.95 3.56 2.60 20. Interest Service Coverage Ratio (times) 4.76 6.20 10.96 6.42

* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Lisitng Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time , for furnishing / publishing its half yearly/ annual result.


27

k. Any material event/ development or change having implications on the

financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities.

In the opinion of the Directors of the Company, there have been no material developments after the date of the last financial statements as disclosed in the Disclosure Document, which would materially and adversely affect, or would be likely to affect, the trading or profitability of the Company or the value of its assets or its ability to pay its liabilities.

l. The names of the debenture trustee(s) shall be mentioned with statement to the effect

that debenture trustee(s) has given his consent to the Issuer for his appointment under regulation 4 (4) and in all the subsequent periodical communications sent to the holders of debt securities. The Company has appointed IL&FS Trust Company Limited to act as Trustees for the Debentureholders (hereinafter referred to as “Trustees”). A copy of letter from IL&FS Trust Company Limited conveying their consent to act as Trustees for the Debentureholders is enclosed elsewhere in this Disclosure Document. The Company and the Trustees will enter into a Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures.

The Debentureholder(s) shall, by signing the Application Form and without any further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Disclosure Document. All the rights and remedies of the Debentureholder(s) shall vest in and shall be exercised by the said Trustees without having it referred to the Debentureholder(s).

No Debentureholder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. Any payment made by the Company to the Trustees on behalf of the Debentureholders shall discharge the Company pro tanto to the Debentureholder(s). The Trustees will protect the interest of the Debentureholder(s) in the event of ‘Default’ by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company.

m.The detailed rating rationale (s) adopted (not older than one year on the date of

opening of the issue)/ credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agencies shall be disclosed.

Monnet Ispat & Energy Limited has obtained credit rating of ‘CARE AA-’ from CARE Limited and ‘BWR AA-“ from Brickwork Ratings for an amount of Rs. 500.00 crores and Rs. 750.00 Crores respectively. The Credit Rating Rationale enclosed elsewhere in the Disclosure Document.

n. If the security is backed by a guarantee or letter of comfort or any other document /

letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document.

Not Applicable o. Copy of consent letter from the Debenture Trustee shall be disclosed.

A copy of letter from IL&FS Trust Company Limited conveying their consent to act as Trustees for the Debentureholders is enclosed elsewhere in this Disclosure Document.


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p. Names of all the recognised stock exchanges where the debt securities are proposed

to be listed clearly indicating the designated stock exchange.

BOMBAY STOCK EXCHANGE LIMITED Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. Tel No.: 022-22721233/4, Fax No..: 022-22721919. Website: www.bseindia.com

q. Other details

i. DRR creation - relevant regulations and applicability. As per extant circular no. 6/3/2001-CL.V 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.

ii. Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act, 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment and issue of capital and listing of securities issued from time to time by the Government of India ( “GoI”), Reserve Bank of India, Securities & Exchange Board of India (“SEBI”), concerned Stock Exchanges(s), or any other authorities and other documents that may be executed in respect of the Debentures. The Debentures are governed by and shall be construed in accordance with the Indian laws. Any dispute arising thereof will be subject to the jurisdiction at the city of New Delhi.

iii Application process. Authority for the Present Issue Board of Directors of the Company had in its meeting held on November 14, 2012 approved the proposal to raise upto Rs. 650 Crores or equivalent amount in Indian/foreign currency by issue of debt instruments in one or more tranches in domestic and/or overseas market, from eligible investors in one or more tranches. Further, the Debentures offered are subject to provisions of the Companies Act, 1956, Securities Contract Regulation Act, 1956, Memorandum and Articles of Association of the Company, Terms of this Disclosure Document, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement. Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by the Government of India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), concerned Stock Exchange(s) or any other authorities and other documents that may be executed in respect of the Debentures.


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Deemed Date of Allotment Interest on Debentures shall accrue to the Debentureholder(s) from and including the deemed date of allotment that will be notified in the term sheet. All benefits relating to the Debentures will be available to the investors from the Deemed Date of Allotment. The actual allotment of Debentures 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 prior notice. In case the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion. Record Date/ Book Closure Date The Record Date/ Book Closure Date for the Debentures shall be 15 days prior to each Interest Payment Date and or Principal repayment Date and/or relevant Call Option Date/Put Option Date/ Early Redemption Date, if any for the purposes of actual payment or as may be prescribed by the Securities and Exchange Board of India (“SEBI”) during the tenure of the Debentures. Registered Debenture holders on the Record Date will be the recipients of actual payment of Interest and/or repayment in case of exercise of Call Option/Put Option or occurrence of Early Redemption Event, if any. Market Lot The market lot will be one Debenture (“Market Lot”). Since the debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures. Interest on Application Money Interest at the coupon rate as notified in the term sheet (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactments thereof, as applicable) will be paid to all the applicants on the application money for the Debentures. Such interest shall be paid from the date of realisation of cheque(s)/ demand draft(s)/ RTGS upto one day prior to the Date of Allotment. The interest on application money will be computed on an Actual/Actual days basis. Such interest would be paid on all the valid applications.

Where the entire or Part subscription amount has been refunded, the interest at the respective coupon rate on application money will be paid along with the Refund Orders. Where an applicant is allotted lesser number of debentures than applied for, the excess amount paid on application will be refunded to the applicant along with the interest at the respective coupon rate on refunded money.

The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders, in case of refund of application money, if any) shall be dispatched by the Company within 15 working days from the Deemed Date of Allotment by registered post to the sole/ first applicant, at the sole risk of the applicant. Payment of Interest The interest will be payable to the Bondholder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Bank on the Record Date/ Book Closure Date. Payment of interest will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system. In case of cheque/demand draft the same will be dispatched to the sole/ first applicant, 7 days before the due date(s) by registered post at the sole risk of the applicant.


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The Debentures shall carry interest at the rate of as per term sheet (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company). The interest payable on any Interest Payment Date will be paid to the Debentureholder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Company as on the Record Date. The first interest period is defined as the actual number of days falling between the Deemed Date of Allotment to 30th June, 2013 including the first date and the last date. The first interest payment would be made on 1st July 2013. The last interest payment would be made on the redemption date along with the redemption of principal amount. If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Delhi) then 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.

Computation of Interest Interest for each of the interest periods shall be calculated, on 'actual/ 365 (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.

Put/Call Option MIEL will have the right of exercising the Call Option. However notice to the effect of exercising the call option by the MIEL would be given 60 days before the Call Option date.

The Debenture Holders will have the right of exercising the Put Option. However notice to the effect of exercising the Put Option by the Debentureholders would be given 60 days before the Put Option date.

Letter(s) of Allotment/ Debenture Certificate(s)/ Refund Order(s) Issue of Letter(s) of Allotment The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 3 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.

Debentures in Dematerialized Form The Company has finalized Depository Arrangements with National Securities Depository Limited (NSDL)/Central Depository Services Limited (CDSL) for dematerialization of the Debentures. The investor has to necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic from. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant.

Applicants are required to mention their Depository Participant’s name, DP-ID and Beneficiary Account Number/Client ID in the appropriate place in the Application Form. In case the depository arrangement is finalised before the completion of all legal formalities for issue of Debenture Certificates, Debentures to successful allottee(s) having Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.

Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date. The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the beneficiaries within a period of 30 days.


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Issue of Debenture Certificate(s) Subject to the completion of all legal formalities within 3 months from the Deemed Date of Allotment, or such extended period as may be approved by the Appropriate Authorities, 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 electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respect thereof. Dispatch of Refund Orders The Company shall ensure dispatch of Refund Order(s) of value upto Rs. 1,500/- under certificate of posting and Refund Order(s) of value of over Rs. 1,500/- by Registered Post only and adequate funds for the purpose shall be made available to the Registrar to the Issue by the Issuer Company. Face Value, Issue Price, Effective Yield for Investor As each Debenture has a face value of Rs.10,00,000/- and is issued at par i.e. for Rs.10,00,000/-. Since there is no premium or discount on either issue price or on redemption value of the Debentures, the effective yield for the investors held to maturity shall be the same as the coupon rate on the Debentures. Terms of Payment The full face value of the Debentures applied for is to be paid alongwith the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/ demand draft(s) for the full face value of the Debentures applied for.

Face Value Per Debenture

Minimum Application for Amount Payable on Application per Debenture

Rs.10,00,000/- 1 Debentures & in multiples of 1 Debenture thereafter

Rs.10,00,000/-

Tax Deduction at Source (TDS) Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/ lower rate of TDS, relevant certificate(s)/ document(s) must be lodged at least 15 days before the payment of interest becoming due with the Company Secretary, or to such other person(s) at such other address(es) as the Company may specify from time to time through suitable communication. Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source, the Company shall send to the Debenture holder(s) a Certificate of Tax Deduction at Source. Tax Benefits The Debentureholder(s) are advised to consult their own tax advisors on the Tax implications of the acquisition, ownership & sale of debentures and income arising thereon. Redemption The face value of the Debentures will be redeemed at par. In case if the principal redemption date falls on a day which is not a Business Day (‘Business Day’ being a day on which Commercial Banks are open for Business in the city of Delhi), then the payment due shall be made on the next Business Day.


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Payment on Redemption Payment on redemption will be made by cheque(s)/ warrants(s) in the name of the Debentureholder whose name appears on the List of Beneficial owners given by Depository to the Company as on the Record Date. On the Company dispatching the redemption warrants to such Beneficiary(ies) by registered post/ courier, the liability of the Company shall stand extinguished. The Debentures shall be taken as discharged on payment of the redemption amount by the Company on maturity to the list of Beneficial Owners as provided by NSDL/ CDSL/ Depository Participant. Such payment will be a legal discharge of the liability of the Company towards the Debentureholders. On such payment being made, the Company will inform NSDL/ CDSL/ Depository Participant and accordingly the account of the Debentureholders with NSDL/ CDSL/ Depository Participant will be adjusted. The Company’s liability to the Debentureholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Company will not be liable to pay any interest or compensation from the date of redemption. On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. List of Beneficial Owners The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Notices All notices to the Debentureholder(s) required to be given by the Company or the Trustees shall be published in one English and one regional language daily newspaper in Mumbai, New Delhi, Kolkata and Chennai and/ or, will be sent by post/ courier to the sole/ first allottee or sole/ first Beneficial Owner of the Debentures, as the case may be from time to time. All notice(s) to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to the Company or to such persons at such address as may be notified by the Company from time to time through suitable communication. Joint-Holders Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles. Sharing of Information The Company may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debentureholders available with the Company, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.


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Undertakings by the Issuer/ Company The Issuer Company undertakes that: • None of the Directors / Promoters of the Company are appearing on RBI defaulters list. • it shall take all steps for completion of formalities for listing and commencement of trading

at the concerned stock exchange .In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1% p.a over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of securities.

• the funds required for dispatch of refund orders by registered post shall be made available to the Registrar to the Issue by the Issuer Company;

• no further issue of securities shall be made till the securities offered through this Disclosure Document are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc;

• necessary co-operation to the credit rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

• In case of default in payment of Interest and/or principal redemption on the due dates, additional interest @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period

• Subject to compliance to the Companies Act, 1956, the issuer would endeavour to create the security as mentioned in the Security Clause mentioned elsewhere in this Disclosure Document in favour of the Trustees within the time limit laid down in the Companies Act, 1956 but not exceeding in any case, 3 months from the deemed date of allotment. In case of delay in execution of Trust Deed and Charge documents beyond the period of 3 months as above, the company will refund the subscription with agreed rate of interest or will pay penal interest of 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor .It will be the issuer’s responsibility to obtain consent of the prior charge-holders for creation of security within the stipulated period.

• The complaints received in respect of the Issue shall be attended to by the Company expeditiously and satisfactorily;

• It shall use a common form of transfer for the instrument. • It shall procure consent from the existing charge holders for creation of security for the

Debentures on pari passu basis in the favour of the Trustees within the stipulated period. • It shall execute all the necessary documents for the creation of the charge including the

Trust Deed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be submitted to the Designated Stock exchange, where the debt securities have been listed, within five working days of execution of the same for uploading on the website of the Designated Stock Exchange.

• It shall, till the redemption of the debt securities, submit Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications ,if any, to the Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing /publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest Annual Report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture-holders within two working days of their specific request.

Depository Arrangements The Company has appointed “M/s. MCS Limited” (hereinafter referred to as ‘Registrars’/ ‘RTA’) having its office at Venkatesh Bhawan, W - 40, Okhla Industrial Area, Phase – II, New Delhi-110 020, Tel No. (011) 41406149, Fax No. (011) 29961284, Website: www.mcsdel.com as registrars & Transfer Agent for the present Debenture issue. The Company has made necessary depository arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for issue and holding of Debentures in dematerialised form. In this context the Company has signed two tripartite agreements as under:


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• Tripartite Agreement between Monnet Ispat & Energy Limited, M/s. MCS Ltd. and National Securities Depository Limited (NSDL) for offering depository option to the investors.

• Tripartite Agreement between Monnet Ispat & Energy Limited, M/s. MCS Ltd. and Central Depository Services (India) Limited (CDSL) for offering depository option to the investors.

Investors can hold the debentures only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time. Procedure for applying for Demat Facility • The applicant must have at least one beneficiary account with any of the Depository

Participants (DPs) of NSDL or CDSL prior to making the application. • The applicant must necessarily fill in the details (including the beneficiary account number

and Depository Participant’s ID) appearing in the Application Form under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialised Form’.

• Debentures allotted to an applicant will be credited directly to the applicant’s respective Beneficiary Account(s) with the DP.

• For subscribing the debentures, names in the application form should be identical to those appearing in the account details in the depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the depository.

• Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrars to the Issue.

• If incomplete/incorrect details are given under the heading ‘Details for Issue of Debentures in Electronic/ Dematerialised Form’ in the application form, it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Company.

• For allotment of Debentures, the address, nomination details and other details of the applicant as registered with his/her DP shall be used for all correspondence with the applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the application form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient, the Issuer would not be liable for losses, if any.

• It may be noted that Debentures being issued in electronic form, the same can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. The Stock Exchange(s), Mumbai where the Debentures of the Company are proposed to be listed has connectivity with NSDL and CDSL.

• Interest or other benefits would be paid to those Debentureholders whose names appear on the list of beneficial owners given by the Depositories to the Company as on Record Date/ Book Closure Date. In case of those Debentures for which the beneficial owner is not identified by the Depository as on the Record Date/ Book Closure Date, the Company would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to the Company, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

Mode of Transfer of Debentures Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the company.


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Right to Accept or Reject Applications The Board of Directors/ Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to: • Number of debentures applied for is less than the minimum application size; • Applications exceeding the issue size; • Bank account details not given; • Details for issue of debentures in electronic/ dematerialised form not given; • PAN/GIR and IT Circle/Ward/District not given; • In case of applications under Power of Attorney by limited companies, corporate bodies,

trusts, etc. relevant documents not submitted; • In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess

application monies of such Debentures will be refunded, as may be permitted. PAN/ GIR Number All applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax Act, 1961 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. How to Apply This Disclosure Document is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures issued by the Company. The document is for the exclusive use of the Institution(s) to whom it is delivered and it should not be circulated or distributed to third parties. The document would be sent specifically addressed to the institution(s) by the Issuer Company. Only eligible investors as given hereunder may apply for debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. Applications should be for a minimum of 1 Debentures and in multiples of 1 Debenture thereafter. Applications not completed in the said manner are liable to be rejected. Application Form duly completed in all respects must be submitted with any of the designated branches of the Bankers to the Issue. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants. The applicant or in the case of an application in joint names, each of the applicant, should mention his/her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A(5A) of the Income Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN/GIR No. if the investor does not submit Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein.


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Unless the Issuer Company specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form.

Application Form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in favour of ‘Monnet Ispat & Energy Limited’ and crossed ‘Account Payee Only’. Cash, outstation cheques, money orders, postal orders and stockinvest shall not be accepted. The Company assumes no responsibility for any applications/ cheques/ demand drafts lost in mail. Detailed instructions for filling up the application form and list of collection centers are provided elsewhere in this Disclosure Document.

Detailed instructions for filling up the application form are provided in the Application Form. Alternatively, investors can remit their application money through RTGS to “Monnet Ispat & Energy Limited” RTGS Account as detail given below:

Account Name : MONNET ISPAT & ENERGY LIMITED

Name of Bank & Address : Punjab National Bank ECE House K G Marg New Delhi - 110001.

IFSC Code No. : PUNB0112000

Account No. : 1120008700001703 No separate receipts shall be issued for the application money. However, the duly completed Application Forms will be acknowledged as the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. For further instructions, please read Application Form carefully. Future Borrowings The Company shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of any class of paid up capital, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debentureholder(s) in this connection, provided that the required security cover of 1.25 times of the outstanding value of the debentures are maintained. Purchase/ Sale of Debentures The Company will have the power exercisable at its absolute discretion from time to time to purchase some or all the Debentures at any time prior to the specified date(s) of redemption, at discount, at par or at premium from the open market in accordance with the applicable laws. Such Debentures, at the option of the Company, may be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law. Right to Re-Issue In the event of the Debentures being so purchased and/ or redeemed before maturity in any circumstances whatsoever, the Company shall have the right to re-issue the Debentures under section 121 of the Companies Act, 1956 or any other relevant statute(s), as applicable. Debentureholder not a Shareholder The Debentureholders will not be entitled to any of the rights and privileges available to the Shareholders.


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Rights of Debentureholders The Debentures shall not, except as provided in the Companies Act, 1956 confer upon the holders thereof any rights or privileges available to the members of the Company including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Company. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debentureholders for their consideration. In terms of Section 219(2) of the Act, holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to the Company. The rights, privileges and conditions attached to the Debentures may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Debentures or with the sanction of Special Resolution passed at a meeting of the concerned Debentureholders, provided that nothing in such consent or resolution shall be operative against the Company, where such consent or resolution modifies or varies the terms and conditions governing the Debentures, if the same are not acceptable to the Company. The registered Debentureholder or in case of joint-holders, the one whose name stands first in the Register of Debentureholders shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debentureholders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of Debentures held by him/her on every resolution placed before such meeting of the Debentureholders. The Debentures are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles, the terms of this prospectus and Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Debenture Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Debentures. Save as otherwise provided in this Disclosure Document, the provisions contained in Annexure C and/ or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Debentureholders, in relation to matters not otherwise provided for in terms of the Issue of the Debentures. A register of Debentureholders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debentureholders. The Debentureholders will be entitled to their Debentures free from equities and/or cross claims by the Company against the original or any intermediate holders thereof. Impersonation Any person who- • makes in a fictitious name an application to a company of acquiring, or subscribing for any

Securities therein, or • otherwise induces a company to allot or register any transferor of Securities therein to him,

or • any other person in a fictitious name shall be punishable under the extant laws.


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Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company. 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 Debentureholder(s), 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 over the matter. 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 Debentureholder(s) on production of sufficient documentary proof or indemnity. Where a non-resident Indian becomes entitled to the Debenture 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

Debentures 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. Signatures Signatures should be made in English and in any of the Indian Languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal. Nomination Facility As per Section 109 A of the Companies Act, 1956, 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 can not nominate. MATERIAL CONTRACTS & AGGREMENTS (Transaction Documents)

Contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more than two years before the date of this document which are or may be deemed material have been entered or to be entered into by the Company. These material contracts and material documents referred to elsewhere may be inspected at the Registered Office of our Company between 10.00 am to 4.00 pm on working days.


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B. Issue Details

a. Summary Term Sheet Security Name(s) 11.25% Secured Redeemable Listed Non-Convertible

Debentures (Series-IV) {11.25% MIEL 2018 (Series-IV)}

Quantum Rs. 15.00 Crores Issuer Monnet Ispat & Energy Ltd. (“MIEL” or the “Company” or

the “Issuer”) Type of Instrument Secured Redeemable Listed Non Convertible Debentures Nature of Instrument Secured Seniority Senior Mode of Issue Private Placement basis to all eligible investors Eligible Investors The following categories of investors may apply for the

Debentures, subject to fulfilling their respective investment norms/ rules by submitting all the relevant documents alongwith the application form. 1. Scheduled Commercial Banks; 2. Financial Institutions; 3. Insurance Companies; 4. Primary/ State/ District/ Central Co-operative Banks

(subject to permission from RBI); 5. Regional Rural Banks; 6. Companies, Bodies Corporate authorised to invest in

Debentures; 7. Any other Investor authorized to invest in these

Debentures. All investors are required to comply with the relevant regulations/ guidelines applicable to them for investing in this issue of Debentures. Application not to be made by 1. Hindu Undivided Family (neither by the name of the

Karta); 2. Partnership Firms or their nominees; 3. Overseas Corporate Bodies (OCBs); 4. Foreign Institutional Investors (FIIs); 5. Non Resident Indians(NRIs)

ALL THE APPLICANTS SHOULD CHECK ABOUT THEIR ELIGIBILITY OF INVESTMENT IN THESE DEBENTURES IN TERM OF THEIR RESPECTIVE STATUTE / REGULATIONS /GUIDELINES GOVERNING THEM OR ANY REGULATORY ORDER APPLICABLE TO THEM.


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Hosting of Disclosure Document on the website of the Stock Exchange should not be construed as an offer to issue and the same has been hosted only as it is stipulated by SEBI.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/ Constitution/ Bye-laws (2) Resolution authorising investment and containing operating instructions (3) Specimen signatures of authorised signatories and (4) Photocopy of PAN Card. (5) Necessary forms for claiming exemption from deduction of tax at source on the interest income/ interest on application money, wherever applicable. 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 Constitution; • Resolution authorizing investment; • Certified True Copy of the Power of Attorney; • Form 15 AA for investors seeking exemption from Tax

deduction at source from interest on the application money;

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

• SEBI Registration Certificate (for Mutual Funds); • PAN to be submitted. Applications under Power of Attorney A certified true copy of the power of attorney or the relevant authority as the case may be alongwith the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged alongwith the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Company from time to time through a suitable communication.

Listing ( including name of stock Exchange(s) where it will be listed and timeline for listing)

The Debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Ltd

Rating of the Instrument ‘CARE AA-‘ by CARE & ‘BWR AA-‘ by Brickwork Quantum Rs. 15 Crores Option to retain oversubscription (Amount )

Nil


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Objects of the Issue The Main Object Clause of the Memorandum of association

of the Company enables it to undertake the activities for which the funds are being raised through the present issue and also the activities which the Company has been carrying on till date. The proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for meeting issue objects.

Details of the utilization of the Proceeds

The proceeds of the issue will be utilized towards present and future business activities in the normal course by the company and for augmenting Medium to Long Term Working Capital of the Company.

No part of the proceeds of the NCDs would be utilized by the issuer directly/indirectly towards Capital markets. Hence the subscription to the current NCD issue would not be considered /treated as capital market exposure. The expenses of the present issue would also be met from the Proceeds of the Issue.

Security Name 11.25% Secured Redeemable Listed Non-Convertible Debentures (Series-IV) {11.25% MIEL 2018 (Series-IV)}

Quantum Rs. 15 Crores Coupon Rate 11.25% p.a. Coupon Payment Frequency Quarterly Tenor 5 Years Redemption Date 28-06-2018

(i.e. At par at the end of 5th year) Put option Date Not Applicable Put option Price Not Applicable Call Option Date Not Applicable Call Option Price Not Applicable Put Notification Time (Timelines by which the investor need to intimate Issuer before exercising the put option.)

Not Applicable

Call Notification Time (Timelines by which the Issuer need to intimate investor before exercising the call option.)

Not Applicable

Redemption Amount At par Redemption Premium /Discount Nil Issue Price Rs. 10,00,000/- per Debenture


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Discount at which security is issued and the effective yield as a result of such discount.

Nil

Face Value Rs 10 lakhs per instrument for all the issues Minimum Application and in multiples of Debt securities thereafter

1 Debentures and in multiple of 1 Debenture thereafter

Step Up/Step Down Coupon Rate

Not Applicable

Coupon payment dates (Dates on which coupon will be paid)

1st July, 1st October, 1st January & 1st April every year and at final maturity. The first Interest Payment Date is July 1st, 2013

Coupon Type (Fixed, floating or other coupon structure)

Fixed

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).

Not Applicable

Day Count Basis Actual/ Actual. Interest for each of the interest periods shall be calculated, on 'actual/ 365 (366 in case of a leap year) days' basis, on the face value of principal outstanding on the Bonds at the coupon rate rounded off to the nearest Rupee.

Interest on Application Money Interest on application money (Subject to TDS at applicable rate ) will be paid to investors at coupon from the date of realization of subscription money up-to one day prior to the Deemed Date of Allotment.

Default Interest Rate • In case of default in payment of Interest and/or principal redemption on the due dates, additional interest @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period.

• In case of delay in execution of Trust Deed and Charge documents beyond 3 months, the Company will refund the subscription with agreed rate of interest or will pay penal interest of 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor.

• In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor

• In case the company defaults in complying with the conditions of the Debentures, the NCD Holder(s) shall upon issuing a notice to the Company have a right to recall / redeem the outstanding NCDs. The said NCDs redeemed pursuant to default shall carry a penal interest of 2% over and above the document rate during the defaulting period.

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date

January 11, 2013 June 28, 2013 N.A.


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4. Deemed Date of Allotment June 28, 2013 (The company reserves the right to change the issue programme and also accept or reject any application in part or in full without assigning any reason.)

Issuance mode of the Instrument

Demat only (for private placement)

Trading mode of the Instrument Demat only (for private placement) Settlement mode of the Instrument

RTGS/ NEFT/ Bank Transfer

Depository NSDL & CDSL Business Day Convention Should any of dates defined elsewhere in the Disclosure

Document, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday, or a sudden Public Holiday or bank holiday, the next working day shall be considered as the effective date(s).

In case record date falls on Sunday /Holiday in Delhi, the day prior to the said Sunday/ public holiday/s shall be the record date.

Record Date 15 days prior to each Coupon Payment / Put Option Date / Call Option Date / Redemption date.(Both days exclusive)

Security (where applicable) (Including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security).

The Debentures shall be Secured by way of First Pari Passu charge on all Immovable and Movable Fixed Assets (Present & Future) of the Company (subject to prior charges on Movables in favour of working capital banks) having a minimum asset cover of 1.25 times to be maintained during the currency of the NCDs.

Security will be created in favour of the Trustees. The actual form, mode and method of security creation shall be decided in mutual consultation with the Trustees. The Company shall at all times in consultation of the trustees maintain a minimum security cover of 1.25 times of the value of the Principal Amounts and Interest amounts outstanding under the current disclosure document.

Each category (Existing/Proposed) of the Secured Debentures issued by the company shall rank pari passu, inter se, without any preference or priority of one over the other or others of them under its respective category. The trustee shall provide consent to create pari-passu charge in future in favour of such other Lender (s) as may be requested by the Company, subject to the maintaining of the security cover. However, prior consent of the debenture holder will not be required for the same.

Subject to compliance of companies Act 1956, the company would create the said security, execution of Trust Deed and charge documents in favour of Trustee and issue of debenture certificate within 3 months from the deemed date of allotment. If the company fails of create the security within the stipulated time the company will refund the subscription with agreed rate of interest or a penal interest of 2% p.a. over the coupon rate will be charged from the deemed date of allotment till the date of security creation at the option of the


44

investor(s). In case, company fails to create the security after the extended time, if any, the investors reserves the right to recall the investment alongwith all outstanding interest. The additional penal interest, in case of default in timely security creation, shall be payable monthly and for the broken period till date on which the security is created.

Pending creation of security during the period upto 6 months, the principal Directors of the company agreed to indemnify the NCD subscriber(s) for any loss that may be suffered by NCD subscriber(s) on account of the subscription to their NCDs.

Transaction Documents • Trustee’s Consent Letter. • Credit Rating Letter & Rational from CARE & Brickwork • Resolution of the Board of Directors dated Nov. 14, 2012

for issuance of debentures and empowering for other related matters.

• In Principal Approval of Listing from BSE • Copy of an extract of the resolution of the shareholders of the

Issuer under Section 293(1)(d) of the Companies Act, 1956 • Memorandum and Articles of Association of the Company,

as amended from time to time. • Copies of Annual Reports of our Company for the last five

financial years. • Tripartite agreement between the company, M/s. MCS

Ltd. and National Securities Depository Limited. • Tripartite agreement between the Company, M/s. MCS

Ltd. and Central Depository Services (India) Limited. Conditions Precedent to Disbursement

• Credit Rating Letter and Rationale of NCDs from CARE & Brickwork

• In Principal Approval of Listing from BSE • Consent Letter of Debenture Trustee • Tripartite agreement between the Company, M/s. MCS

Ltd. and National Securities Depository Limited/ Central Depository Services (India) Limited.

• Disclosure Document complying with latest SEBI Guidelines.

• Board Resolution authorizing the Issue of the Debentures for the amount stated above and a Board Resolution allotting the Debentures to the Debenture Holders.

Condition Subsequent to Disbursement

• The Issuer to take appropriate steps to allot the Debentures & Credit the securities in Demat account of subscribers within stipulated time.

• The Issuer shall forward the listing application to BSE with 15 days from Deemed Date of Allotment of Debentures.

• The Issuer will ensure to create the security as identified & execute the Debenture Trust Deed within stipulated time after allotment or within the extended time, if any, given by the investors for creation of the security.

Events of Default If so required in writing by the holders of not less than 25 per cent, in principal amount, of the NCDs outstanding or if so directed by an Extraordinary Resolution shall (subject to being indemnified and/or secured by the NCD holders to its


45

satisfaction) give notice to the Issuer that the NCDs are, and they shall accordingly thereby become, due and repayable at the Early Redemption Date if any of the events listed below (each, an “Event of Default”) has occurred. Each of the following events shall be an Event of Default: 1. Default is made in payment of any interest or principal in

respect of the NCDs or any of them, when due. 2. The Issuer fails to create the security as identified in the

Debenture Trust Deed within a period of 3 months from Deemed Date of Allotment or within the extended time, if any, given by the investors for creation of the security. Debentureholders can re-call the investment/NCD along with all outstanding interest thereon. The company shall redeem the debentures of such investor(s) within 30 days from the date of receipt of notice of re-call.

3. The Issuer does not perform or comply with one or more of its other obligations in relation to the NCDs or the Debenture Trust Deed and such default is incapable of remedy or, if in the opinion of the Debenture Trustee such default is capable of remedy, is not remedied within 15 days after written notice of such default have been given to the Issuer by the Debenture Trustee;

4. The Issuer is (or is deemed by law or a court to be) insolvent or bankrupt or unable to pay (in the opinion of the Debenture Trustee) a material part of its debts, or stops, suspends or threatens to stop or suspend payment of all or (in the opinion of the Debenture Trustee) a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all or (in the opinion of the Debenture Trustee) a material part of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer;

5. A distress, attachment, execution or other legal process is levied, enforced or sued out on or against any material part of the property, assets or revenues of the Issuer and is not discharged or stayed within 45 days;

6. an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Issuer, or the Issuer ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, re-organization, merger or consolidation on terms approved by an Extraordinary Resolution of the NCD holders;

7. an encumbrancer takes possession or an administrative or other receiver or an administrator is appointed of the whole or (in the opinion of the Trustee) any substantial part of the property, assets or revenues of the Issuer (as the case may be) and is not discharged within 60 days;

8. the Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other


46

similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary proceeding under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its property or take any action towards its reorganisation, liquidation or dissolution;

9. it is or will become unlawful for the Issuer to perform or comply with any one or more of its obligations under any of the NCDs or the Debenture Trust Deed;

10. any step is taken by governmental authority or agency or any other competent authority, with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or (in the opinion of the Trustee) a material part of the assets of the Issuer which is material to the Issuer;

11. any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs.

12. If any Event of Default or any event which, after the notice or lapse of time or both, would constitute an Event of Default has happened, the Issuer shall, forthwith give notice thereof to the Debenture Trustee in writing specifying the nature of such event of default or of such event.

Other Events of Default are: a. Default is committed in the performance or observance of

any covenant, condition or provision contained in these presents and/or the financial Covenants and Conditions (other than the obligation to pay principal and interest) and except where the Trustees certify that such default is in their opinion incapable of remedy (in which case no notice shall be required), such default continues for 30 days after written notice has been given thereof by the Trustees to the Company requiring the same to be remedied.

b. Any information given by the company in its applications to the Debenture holders, in the reports and other information furnished by the Company and the warranties given/deemed to have been given by it to the Debenture holders/trustees is misleading or incorrect in any material respect.

c. The Company is unable to or has admitted in writing its inability to pay its debt as they mature.

d. A Receiver or a Liquidator has been appointed or allowed to be appointed of all or any part of the undertaking of the Company and such appointment is not dismissed within 60 days of appointment.

e. The Company ceases to carry on its business.

The security created in favour of the Debenture Trustee under the Debenture Trust Deed shall become enforceable by the Debenture Trustee upon the occurrence of an Event of Default.

Provisions related to Cross Not Applicable


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Default Clause Role and Responsibilities of Debenture Trustee

The Company has received the consent of IL&FS Trust Company Limited to act as the trustees on behalf of the Debenture holders.

The trustee shall in future provide consent to create pari-passu charge subject to the Issuer Company complying with the requisite terms of the debentures issued.

Governing Law and Jurisdiction Delhi, India For Monnet Ispat & Energy Limited Mr. Hardeep Singh) (Authorized Signatory) Date: January 07, 2013

Place: New Delhi


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Declaration It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012. MIEL 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. The Disclosure Document also does not contain any false or misleading statement. MIEL accepts no responsibility for the statement made otherwise than in the Disclosure Document or in any other material issued by or at the instance of the MIEL and that any one placing reliance on any other source of information would be doing so at his own risk. Signed by Mr. Hardeep Singh, Authorised Signatory, authorised by Board of Directors of the Company in its meeting held on November 14, 2012. For Monnet Ispat & Energy Limited Mr. Hardeep Singh) (Authorized Signatory) Date: January 07, 2013

Place: New Delhi