An FII who purchases the Bonds under this Issue shall make the payment for purchase of such securities eitherby inward remittance through normal banking channels or out of funds held in Foreign Currency Account orNon-Resident Rupee Account maintained by such FII with a designated branch of an authorized dealer in termsof the applicable regulations governing the same.Applications by FIIs for Allotment of the Bonds must be accompanied by certified true copies of (i) its SEBIregistration certificate; (ii) an inward remittance certificate; (iii) a resolution authorising investment in theBonds; and (iii) specimen signatures of authorised persons.Investments by FIIsAs per Paragraph 1 of Schedule 5 of Foreign Exchange Management (Transfer or Issue of Security by a PersonResident Outside India) Regulations, 2000, a SEBI registered FII may purchase on repatriation basis, listed nonconvertibledebentures (“NCD”)/ bonds issued by an Indian company subject to the limits prescribed for thesame by RBI and SEBI from time to time.Further, pursuant to SEBI Circular no. CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI Circular(RBI A.P. (DIR Series) Circular No. 89) dated March 1, 2012, FIIs (and its sub-accounts) have been permittedto invest in primary issues of NCDs/ bonds provided that the listing of such NCDs/ bonds is committed to bedone within 15 days of such investment. In case the NCDs/bonds issued to the SEBI registered FIIs / subaccountsare not listed within 15 days of issuance of bonds to the such FIIs /sub-accounts, for any reason, thenthe FII/sub-accounts are required to immediately dispose of such bonds/ NCDs either by way of sale to a thirdparty or to the issuer.As required under the terms of the aforesaid RBI Circular dated March 1, 2012, our Company undertakes that itshall immediately redeem/ buyback the Bonds from FIIs/ sub-accounts of FIIs in the event the Bonds allotted tothem pursuant to the Issue, are not listed within 15 days of the closure of the Issue.As per the RBI Master Circular on Foreign Investment in India dated July 2, 2012, the present limits for FIIs forinvestment in corporate debt instruments like non-convertible debentures/ bonds is set out below:1. Limit of USD 20 billion for investment in permissible listed corporate debt instruments without any lock-inperiod and residual maturity restrictions; and2. Limit of USD 22 billion for investment in non-convertible debentures/ bonds issued by listed and unlistedIndian companies in the infrastructure sector (as defined in the external commercial borrowing guidelines.Under the Master Circular on External Commercial Borrowings and Trade Credits dated July 2, 2012,issued by RBI, infrastructure sector is defined as (i) power, (ii) telecommunication, (iii) railways, (iv) roadsincluding bridges, (v) sea port and airport, (vi) industrial parks, (vii) urban infrastructure (water supply,sanitation and sewage projects), (viii) mining, exploration and refining and (ix) cold storage or cold roomfacility, including for farm level pre-cooling, for preservation or storage of agricultural and allied produce,marine products and meat) and non-convertible debentures/ bonds issued by NBFCs categorized as“Infrastructure Finance Companies” by the RBI, with a residual maturity of at least 15 months at the time offirst purchase by FIIs. The lock-in period for investments under the USD 22 billion limit would be one year.Moreover, as per SEBI circular CIR/IMD/FIIC/20/2011, dated November 18, 2011 the present limit forinvestment by FIIs in corporate debt is USD 20 billion, which has been increased by USD 5 billion from theexisting limit of USD 15 billion (as per SEBI Circular IMD/FII & C/37/2009). This incremental limit of USD 5billion can be invested in listed corporate bonds as well.Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms ofregulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,1995 (the “SEBI FII Regulations”), an FII (as defined in the SEBI FII Regulations), may issue or otherwisedeal in offshore derivative instruments (as defined under the SEBI FII Regulations as any instrument, bywhatever name called, which is issued overseas by an FII against securities held by it that are listed or proposedto be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event(i) such offshore derivative instruments are issued only to persons who are regulated by an appropriateregulatory authority; and (ii) such offshore derivative instruments are issued after compliance with “know yourclient” norms. An FII is also required to ensure that no further issue or transfer of any offshore derivativeinstrument is made by or on behalf of it to any persons that are not regulated by an appropriate foreign64
egulatory authority as defined under the SEBI FII Regulations.Applications by NRIsWe propose to issue Bonds to Eligible NRIs on a repatriable as well as non-repatriable basis. Eligible NRIApplicants should note that only such Applications as are accompanied by payment in Indian Rupees only shallbe considered for Allotment. An Eligible NRI can apply for Bonds offered in the Issue subject to the conditionsand restrictions contained in the Foreign Exchange Management (Borrowing or Lending in Rupees)Regulations, 2000, and other applicable statutory and/or regulatory requirements including the interest raterequirement as provided in the CBDT Notification. Allotment of Bonds to Eligible NRIs shall be subject to theApplication Amounts paid by the NRI as described below:1. In case of Eligible NRIs applying on repatriation basis: The Application Amounts are to be paid eitherby inward remittance of freely convertible foreign exchange through normal banking channels i.e. throughrupee denominated demand drafts/cheques drawn on a bank in India or by transfer of funds held in theinvestor’s Non Resident External (“NRE”) Account/ Foreign Currency Non Resident (“FCNR”) Accountmaintained with an RBI authorised dealer or a RBI authorised bank in India.2. In case of Eligible NRIs applying on non-repatriation basis: The Application Amounts are to be paideither by inward remittance of freely convertible foreign exchange through normal banking channels i.e.through rupee denominated demand drafts/cheques drawn on a bank in India or by transfer of funds held inthe investor’s Non Resident Ordinary (“NRO”) account/ NRE Account/ FCNR Account/ Non Resident NonRepatriable (“NRNR”) Account/ Non Resident Special Rupee (“NRSR”) Account maintained with an RBIauthorised dealer or a RBI authorised bank in India.Applications by Eligible NRIs (applying either on a repatriation or a non-repatriation basis) should beaccompanied by (i) a bank certificate confirming that the demand draft in lieu of the Application Money hasbeen drawn on an NRE/ NRO/ FCNR/ NRNR/ NRSR account; and (ii) if such Eligible NRI is a Person ofIndian Origin (“PIO”), a PIO card.The Issuer does not make any representations and does not guarantee eligibility of any foreign investor,including, inter alia, FIIs and Eligible NRIs for investment into the Issue either on a repatriation basis oron a non-repatriation basis. All foreign Investors have to verify their eligibility and ensure compliancewith all relevant and applicable notifications issued by the RBI and extant guidelines as well as allrelevant and applicable guidelines, notifications and circulars issued by SEBI pertaining to theireligibility to invest in the Bonds at the stage of investment in every Tranche Issue, at the time ofremittance of their investment proceeds as well as at the time of disposal of the Bonds. The Issuer will notcheck or confirm eligibity of such investments in the Issue.Issue and Allotment of Bonds to NRI ApplicantsOur Company confirms that:(i) the rate of interest on each series of Bonds does not exceed the prime lending rate of the State Bank of Indiaas on the date on which the resolution approving the Issue was passed by our Board, plus 300 basis points;(ii) the period for redemption of each Series of Bonds will not be less than 3 years;(iii) we do not and shall not carry on agricultural /plantation /real estate business/ trading in TransferableDevelopment Rights and do not and shall not act as Nidhi or Chit Fund Company;(iv) We will file the following with the nearest office of the Reserve Bank of India, not later than 30 days fromthe date:(a) of receipt of remittance of consideration received from Eligible NRIs in connection with the Issue, fulldetails of the remittances received, namely:(i) a list containing names and addresses of each NRI Applicant who have remitted funds forinvestment in the Bonds on non-repatriation basis and repatriation basis;65