PFC Tax Free Bonds Application Form

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                                                                                                                                                POWER FINANCE CORPORATION LIMITED                                                                                                                                                                                                                                                         APPLICATION FORM
                                                                                                                                                (A GOVERNMENT OF INDIA UNDERTAKING)
                                                                                                                                                (Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company)                                                                                                                                                                 ISSUE OPENS ON                            :     FRIDAY, DECEMBER 30, 2011
                                                                                                                                                Registered Office and Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001,India;
                POWER FINANCE CORPORATION LIMITED - PUBLIC ISSUE OF TAX FREE BONDS - TRANCHE 1 ISSUE                                            Tel: +91 11 2345 6000; Fax: +91 11 2341 2545.
                                                                                                                                                Compliance Officer & Company Secretary: Mr. J.S. Amitabh, Tel: +91 11 2345 6000 Fax: +91 11 2345 6285.
                                                                                                                                                                                                                                                                                                                                                                                                          ISSUE CLOSES ON :                               MONDAY, JANUARY 16, 2012^


                                                                                                                                                E-mail: taxfreebonds11-12@pfcindia.com; Website: www.pfcindia.com.
                                                                                                                                                                                                                                                                                                                                                                                                                    Application No.50506013

                                                                                                        PUBLIC ISSUE BY POWER FINANCE CORPORATION LIMITED (“COMPANY” OR “ISSUER”) OF TAX FREE BONDS OF FACE VALUE OF ` 1,000 EACH, IN THE NATURE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES, HAVING BENEFITS UNDER SECTION 10(15)(iv)(h) OF
                                                                                                        THE INCOME TAX ACT, 1961, AS AMENDED, (“BONDS”) AGGREGATING ` 1,000 CRORES WITH AN OPTION TO RETAIN AN OVERSUBSCRIPTION UPTO TO THE SHELF LIMIT (I. E. ` 4033.13 CRORES). THIS TRANCHE ISSUE IS BEING OFFERED BY WAY OF THE PROSPECTUS
                                                                                                        TRANCHE -1, WHICH CONTAINS, INTER ALIA THE TERMS AND CONDITIONS OF THE TRANCHE-1 (THE "PROSPECTUS TRANCHE -1"), WHICH SHOULD BE READ TOGETHER WITH THE SHELF PROSPECTUS DATED DECEMBER 23, 2011 FILED WITH THE REGISTRAR OF COMPANIES,
                                                                                                        STOCK EXCHANGES AND SEBI (THE "SHELF PROSPECTUS"). THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS TRANCHE -1 SHALL CONSTITUTE "THE PROSPECTUS"

                                                                                                                                         CREDIT RATING : CRISIL AAA/Stable (pronounced as "CRISIL Triple A rating with stable outlook"), ICRA AAA (Pronounced ICRA Triple A)
                                                                                                                                  Broker’s Name & Code                                                                        Sub-Broker’s/ Agent’s Code                                                                  Bank Branch Stamp                                                           Bank Branch Serial No.                                                       Date of Receipt



                                                                                                                                                                                                                           3 10109
                                                                                                                                          KSBL
                                                                                                                                       23/07701-38
                                                                                                       To, The Board of Directors, POWER FINANCE CORPORATION LIMITED, ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India
                                                                                                       Dear Sirs,
                                                                                                       Having read, understood and agreed to the contents and terms and conditions of Power Finance Corporation Limited’s Shelf and Tranche-1 Prospectus dated December 23, 2011, (“Prospectus”) I/We hereby apply for allotment to me/us; of the under mentioned Bonds out of the Issue. The amount payable on application for the below mentioned Bonds is remitted herewith. I/We hereby
                                                                                                       agree to accept the Bonds applied for or such lesser number as may be allotted to me/us in accordance with the contents of the Prospectus subject to applicable statutory and/or regulatory requirements. I/We irrevocably give my/our authority and consent to GDA Trustee and Consultancy Ltd., to act as my/our trustees and for doing such acts and signing such documents as are necessary
                                                                                                       to carry out their duties in such capacity. I/We acknowledge that the Applications made by me/us do not exceed the investment limit on the maximum number of Series Bonds which may be held by me/us under applicable statutory and /or regulatory requirements. By making this application, I/We acknowledge that I/We have understood the terms and conditions of the Tranche-1 issue of Series
                                                                                                       Bonds of the Company as disclosed in the prospectus. Notwithstanding anything contained in this form and the attachments hereto, by making this application: In case of applicants other than NRIs: I/We confirm that I am/We are Indian National(s)/registered in India, resident in India and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India and/
                                                                                                       or Foreign National(s). In case of NRI applicants: I/we confirm that I am/ we are a NRI(s) as per Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars issued, and I am/ we are not applying for the said Bonds as nominee(s) of any person resident outside India (other than an NRI applicant eligible to apply under the Issue) and/or Foreign
                                                                                                       National(s). Notwithstanding anything contained in this form and the attachments hereto, I/we confirm that I/we have carefully read and understood the contents, terms and conditions of the Prospectus, in their entirety and further confirm that in making my/our investment decision, (i) I/We have relied on my/our own examination of the Company and the terms of the Issue, including the merits
                                                                                                       and risks involved, (ii) my/our decision to make this application is solely based on the disclosures contained in the Prospectus, (iii) my/our application for Bonds under the Issue is subject to the applicable statutory and/or regulatory requirements in connection with the subscription to Indian securities by me/us, (iv) In case of applicants other than NRIs: I am/We are not persons resident outside
                                                                                                       India and/or foreign nationals within the meaning thereof under the Foreign Exchange Management Act, 1999, as amended and rules, regulations, notifications and circulars issued thereunder; is case of NRI applicants: I am / We are a NRI(s) within the meaning thereof under the Foreign Exchange Managment Act. 1999, as amended and rules, regulations, notifications and ciruclars issued
                                                                                                       thereunder and am/are eligible to apply under the issue and (v) I/We have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking allotment of Bonds pursuant to the Issue.
                                                                                                                                                                                                                                                      Please fill in the Form in English using BLOCK letters                                                                                                                                                            Date          d d / m m / 201__
                                                                                                        APPLICANTS’ DETAILS (for Applicants applying in Demat Mode name(s) should be in the same order as it appears in the demat account)
                                                                                                        NAME OF SOLE/FIRST APPLICANT Mr./Ms./M/s.                                                                                                                                                                                                                                                                                                                              AGE                            years
                                                                                                        NAME OF GUARDIAN Mr./Ms.                                                                                                                                                                                                                                                                    DATE OF BIRTH
                                                                                                        (In case of minor only)                                                                                                                                                                                                                                                                                                                           d       d           m m                 y      y      y     y
                                                                                                                                                                                                                                                                                                                                                                                                    (Compulsory for minor)
                                                                                                        ADDRESS
                                                                                                        (of Sole / First Applicant)

                                                                                                                                                                                          Pin Code                                                                   Telephone
                                                                                                        City                                                                              (Compulsory)                                                               (with STD code)                                                     Mobile                                                               E-mail
                                                                                                        SECOND APPLICANT Mr./Ms.
                                                                                                        THIRD APPLICANT Mr./Ms.
                                                                                                        OTHER DETAILS OF SOLE/FIRST APPLICANT CATEGORY (Please                                                                                                     )
                                                                                                        Category I -              Companies / Bodies Corporate / Registered Societies;   Public/Private Charitable/Religious Trusts;   Scientific and/or Industrial Research Organisations;     Partnership Firms in the name of the partner; and    Limited liability partnership
                                                                                                        Category II -             Resident Indian individuals*; Hindu Undivided Families through the Karta*; and     Non Resident Indians (NRI) on repatriation as well as non-repatriation basis*. (*applying for an amount aggregating to above ` 5 lakhs)
                                                                                                        Category III -            Resident Indian individuals#;  Hindu Undivided Families through the Karta#; and      Non Resident Indians on repatriation as well as non-repatriation basis#. (#applying for an amount aggregating to upto and including ` 5 lakhs)
                                                                                                        DOCUMENTS TO BE SUBMITTED ALONG WITH THE APPLICATION FORM.
                                                                                                           Charter Documents / MoA and AoA         Registration Certificate Resolution and Specimen Signature                                                                                                                                                        Power of Attorney                                    Others (Please Specify ...................................)
                                                                                                        DEPOSITORY PARTICIPANT DETAILS (For Applications In Demat Mode)
                                                                                                          Depository Name (Please ✓)                                          National Securities Depository Limited (NSDL)                                                                                                                            Central Depository Services (India) Limited (CDSL)
                                                                                                          Depository Participant Name
                                                                                                          DP - ID                                                        I             N
                                                                                                          Beneficiary Account Number                                                                                                                                                                                                                   (16 digit beneficiary A/c. No. to be mentioned above)
                                                                                                        For NRI Applicants: Demat Account Status (Please Tick)                              Repatriable          Non-Repatriable
TEAR HERE




                                                                                                        OPTION TO HOLD THE BONDS IN PHYSICAL FORM* (If this option is selected, the KYC Documents as mentioned in Instruction No. 33 are mandatory)
                                                                                                               In terms of Section (8)(1) of the Depositories Act, 1996, I/we wish to hold the Bonds in physical form. I/We hereby confirm that the                                                                 Bank Details for payment of Refund / Interest / Maturity Amount
                                                                                                               information provided in “APPLICANTS’ DETAILS” is true and correct. I/We enclose herewith as the KYC Documents, self attested
                                                                                                               copies of PAN Card, Proof of Residence Address and a cancelled cheque of the bank account to which the amount pertaining to                                                                          Bank Name :                                                                                                           Branch :
                                                                                                               payment of refunds, interest and redemptions as applicable should be credited.
                                                                                                                                                                                                                                                                                                                    Account No.: _____________________________ IFSC Code : ___________________MICR Code : ___________________________
                                                                                                                                                                                                                                                        NOMINATION (FOR ALLOTMENT IN PHYSICAL FORM)
                                                                                                                    Sole/First Applicant                                Second Applicant                                   Third Applicant              Name of the Nominee :
                                                                                                        * Application by NRI who opts allotment of Bonds in Physical Form to be submitted only at the collection centres as mentioned in page 2 herein. In case of Minor, Guardian :
                                                                                                        THE SPECIFIC TERMS OF EACH INSTRUMENT ARE SET OUT BELOW:
                                                                                                        Options                                                                                                                                        Series of Bonds*                                                                                    COMMON TERMS OF THE ISSUE :
                                                                                                                                                                                                                                                                                                                                                          Minimum Application Size  The minimum number of Bonds per application form will be calculated on the basis
                                                                                                                                                                                                       Tranche - 1 Series I                                                                 Tranche - 1 Series II                                                                   of the total number of Bonds applied for under each such Application Form and
                                                                                                                                                                                                                                                                                                                                                                                    not on the basis of any specific option
                                                                                                        Tenor                                                                                                    10 Years                                                                             15 Years
                                                                                                                                                                                                                                                                                                                                                          Ratings                   CRISIL AAA/Stable (pronounced as "CRISIL Triple A rating with stable outlook")
                                                                                                        Redemption Date                                                           10 Years from the Deemed Date of Allotment                                            15 Years from the Deemed Date of Allotment                                                                  and ICRA AAA (Pronounced ICRA triple A)
                                                                                                                                                                                                                                                                                                                                                          Stock Exchange proposed
                                                                                                        Redemption Amount (`/Bond)                                              Repayment of the Face Value plus any interest                                          Repayment of the Face Value plus any interest
                                                                                                                                                                                                                                                                                                                                                          for listing               BSE Limited
                                                                                                                                                                                that may have accrued at the Redemption Date                                           that may have accrued at the Redemption Date
                                                                                                                                                                                                                                                                                                                                                          Debenture Trustee         GDA Trustee & Consultancy Ltd.
                                                                                                        Frequency of Interest Payment                                                                     Payable Annually                                                                     Payable Annually                                           Depositories              “CDSL” and “NSDL”
                                                                                                                                                                                                                                                                                                                                                          Security                  The Bonds issued by the Company will be secured by creating a charge on the book
                                                                                                        Minimum Application Size                                                                       `10,000 (10 Bonds)                                                                    `10,000 (10 Bonds)                                                                     debts of the company and/or identified immovable property by a first/pari passu
                                                                                                                                                                                                                                                                                                                                                                                    charge, as may be agreed between the Company and theDebenture Trustee,
                                                                                                        In Multiples of                                                                                   `5,000 (5 Bonds)                                                                     `5,000 (5 Bonds)                                                                     pursuant to the terms of the Debenture Trust Deed.
                                                                                                                                                                                                                                                                                                                                                          Issuance                  In dematerialized form and physical form
                                                                                                        Face Value(`/Bond)                                                                                         `1,000                                                                               `1,000                                            Trading                   In dematerialized form only
                                                                                                        Issue Price(`/Bond) (A)                                                                                    `1,000                                                                               `1,000                                            Market Lot / Trading Lot  One Bond
                                                                                                                                                                                                                                                                                                                                                          Deemed Date of Allotment  Deemed Date of Allotment shall be the date on which the Directors of the Company
                                                                                                        Mode of Interest Payment                                                           Through various modes available**                                                    Through various modes available**                                                                   or any committee thereof approves the Allotment of the Bonds for each Tranche
                                                                                                                                                                                                                                                                                                                                                                                    Issue. All benefits relating to the Bonds including interest on Bonds (as specified for
                                                                                                        Coupon Rate (%)p.a.                                       8.20%                                              8.30%                                                                                                                                                          each tranche by way of Tranche Prospectus) shall be available to the investors from
                                                                                                                                                                                                                                                                                                                                                                                    the Deemed Date of Allotment. The actual allotment of Bonds may take place on a
                                                                                                        Nature of Indebtedness and Ranking The claims of the Bondholders shall rank pari passu with other secured creditors having a charge over                                                                                                                                    date other than the Deemed Date of Allotment.
                                                                                                                                           the on the book debts of the company and/or identified immovable property as may be agreed between                                                                                                              Submission of Application Forms: All Application Forms duly completed and accompanied by account payee cheques or drafts shall be submitted
                                                                                                                                           the Company and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed and                                                                                                                    to the designated collection banks during the Issue Period. No separate receipts shall be issued for the money payable on the submission of Application
                                                                                                                                           such claims shall be superior to the claims of any unsecured creditors                                                                                                                                          Form. However, the collection banks will acknowledge the receipt of the Application Forms by stamping and returning to the Applicants the acknowledgement
                                                                                                                                                                                                                                                                                                                                                           slip. This acknowledgement slip will serve as the duplicate of the Application Form for the records of the Applicant. Applications shall be deemed to have
                                                                                                                                                                                                                                                                                                                                                           been received by us only when submitted to Bankers to the Issue at their designated branches as detailed above and not otherwise.
                                                                                                         No. of Bonds applied for (B)                                                                                                                                                                                                                      Additional/Multiple Applications: An applicant is allowed to make one or more applications for the Bonds for the same or other series of Bonds,
                                                                                                                                                                                                                                                                                                                                                           subject to a minimum application size of 10 bonds and in multiples of 5 bonds, for each application. For further details please see General
                                                                                                         Amount Payable (`) (A*B)                                                                                                                                                                                                                          Instruction no. 33.
                                                                                                                                                                                                                                                                                                                                                           Basis of Allotment: i. Applicants belonging to the Category I, in the first instance, will be allocated Bonds upto 50% of Overall Issue Size on first
                                                                                                         Total Number of Bonds (I+II)                                                                                                                                                                                                                      come first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the Bankers to the Issue); ii. Applicants belonging
                                                                                                                                                                                                                                                                                                                                                           to the Category II, in the first instance, will be allocated Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of
                                                                                                         Grand Total (I+II) (`)                                                                                                                                                                                                                            date of receipt of each application duly acknowledged by the Bankers to the Issue); iii. Applicants belonging to the Category III, in the first instance, will
                                                                                                                                                                                                                                                                                                                                                           be allocated Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of date of receipt of each application duly
                                                                                                        *The Company shall allocate and allot Tranche-1 Series II Bond to all valid applications, wherein the applicants have not indicated their choice of the relevant                                                                                   acknowledged by the Bankers to the Issue); Allotments, in consultation with the Designated Stock Exchange, shall be made on a first-come first-serve basis,
                                                                                                        Bond Series.                                                                                                                                                                                                                                       based on the date of submission of each application to the Bankers to the Issue, in each Portion subject to the Allocation Ratio. For further details please
                                                                                                                                                                                                                                                                                                                                                           see General Instruction no. 47.
                                                                                                        **For various modes of interest payment, see “Terms of the Issue – Modes of Payment” on page 40 of the Tranche Prospectus-1.                                                                                                                       Minimum allotments of 1 Bond and in multiples of 1 Bond thereafter would be made in case of each valid application.
                                                                                                        PAYMENT DETAILS (See ‘Payment in to Escrow Account’ under General Instructions No. 39)
                                                                                                                                                                                     Total Amount Payable
                                                                                                                                                                                                                                                                                                                 Cheque / Demand Draft No.                                                                                            Dated                                                                / 201_
                                                                                                           (` in figures)                                                                                        (` in words)
                                                                                                                                                                                                                                                                                                                 Drawn on Bank
                                                                                                                                                                                                                                                                                                                 Branch
                                                                                                            Please Note : Cheque/DD should be drawn in favour of “PFC Tax Free Bonds-Escrow Account” by non-NRI and non - FII applicants and in favour of “PFC Tax Free Bonds-NRI Escrow Account” by NRI applicants. Cheques should be crossed
                                                                                                         “A/c Payee only”. Please write the sole/first Applicant’s name, phone no. and Application no. on the reverse of Cheque/DD. Demographic details for purpose of refunds, if any, shall be taken from (i) Bank details as mentioned above for applicants
                                                                                                         who select the option to hold the Bonds in Physical Form; or (ii) the records of the Depositories otherwise.
                                                                                                                                                                                                                             SOLE/FIRST APPLICANT                                                                                      SECOND APPLICANT                                                                                           THIRD APPLICANT
                                                                                                         PERMANENT ACCOUNT NUMBER
                                                                                                         (Furnishing of Subscriber’s PAN is mandatory.
                                                                                                         For additional details, refer Instruction no. 33)

                                                                                                         SIGNATURE(S)

                                                                                                       ^The subscription list for the Issue shall remain open for subscription at the commencement of banking hours and close at the close of banking hours, with an option for early closure (subject to the Issue being open for a minimum of 3 days i.e. till January 2, 2012)
                                                                                                       or extension by such period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board of Directors/ Committee of the Company. In the event of such early closure of the subscription list of the Issue, our company shall ensure
                                                                                                       that public notice of such early closure is published on or before the day of such early date of closure through advertisement/s in a leading national daily newspaper.
                                                                                                                                                                                                                                                                                          TEAR HERE
                                                                                                        ACKNOWLEDGEMENT SLIP                                                                                        POWER FINANCE CORPORATION LIMITED                                                                                                                                                                                                              Date           d d / m m / 201__
                                                                                                                                                                                                                    (A GOVERNMENT OF INDIA UNDERTAKING)
                                                                                                                                                                                                                    (Incorporated on July 16, 1986 under the Companies Act, 1956 as a public limited company)
                                                                                                                                                                                                                    Registered Office and Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place,
                                                                                                                                                                                                                                                                                                                                                                                                                     Application No. 50506013
                                                                                                                                                                                                                    New Delhi 110 001,India. Tel: +91 11 2345 6000; Fax: +91 11 2341 2545.
            ACKNOWLEDGEMENT
            SLIP FOR APPLICANT




                                                                                                                                                                                                                    Compliance Officer & Company Secretary: Mr. J.S. Amitabh, Tel: +91 11 2345 6000
             TRANCHE 1 ISSUE




                                                                                                       Received From                                                                                                Fax: +91 11 2345 6285. E-mail: taxfreebonds11-12@pfcindia.com. Website: www.pfcindia.com.

                                                                                                          Series                        Face Value                           No. of Bonds applied for                                  Amount Payable (`)                                 Cheque/Demand Draft No.                                                                                   Dated                                 201__                           Bank's Stamp & Date
                                                                                                                                            (A)                                        (B)                                                 (A x B)
                                                                                                                                                                                                                                                                                           Drawn on (Name of the Bank and Branch)
                                                                                                          Series 1                    ` 1,000/-
                                                                                                          (10 years)
                                                                                                                                                                                                                                                                                          All future communication in connection with this application should be addressed to the Registrar to the Issue
                                                                                                          Series 2                    ` 1,000/-                                                                                                                                           KARVY COMPUTERSHARE PRIVATE LIMITED, Plot No's.17-24, VittalRao Nagar, Madhapur, Hyderabad
                                                                                                          (15 years)                                                                                                                                                                      - 500 081, India. Tel: 1-800- 3454001, Fax: +91 (40) 23431551, Email: pfctaxfree@karvy.com, Investor
                                                                                                                                                                                                                                                                                          Grievance Email: einward.ris@karvy.com, Website: www.karvy.com, Contact Person: Mr.Murali Krishna,
                                                                                                                                                                                                                                                                                          SEBI Registration: INR000000221. Quoting full name of Sole/First Applicant, Application No., Type of options
                                                                                                                       Grand Total (1+2)                                                                                                                                                  applied for, Number of Bonds applied for under each option, Date, Bank and Branch where the application was
                                                                                                                                                                                                                                                                                          submitted and Cheque/Demand Draft Number and Issuing bank.
                                                                                                       Acknowledgement is subject to realization of Cheque / Demand Draft.
                                                                                                               While submitting the Application Form, the Applicant should ensure that the date stamp being put on the Application Form by the Bank matches with the date stamp on the Acknowledgement Slip.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             CK
                                      POWER FINANCE CORPORATION LIMITED : APPLICATION FORMS AVAILABLE AT FOLLOWING LOCATIONS
                                                                                                                                                         LEAD MANAGERS TO THE ISSUE
  SBICAP SECURITIES LTD
Agra: SBICAP Securities Ltd C/O Sbi Main Branch, Chipitola,282001,2252079.Ahmedabad: SBICAP Securities Ltd 4, Nishka Avenue, Opp Pizza Hut, Navrangpura,380009,26561450. SBICAP Securities Ltd 2Nd Floor, “Nirman”, Besides Jyoti Plaza, Nr. Shyamal Cross Road, Satellite,380015,26764456. SBICAP Securities Ltd C/O State Bank Of India, 1St Floor, Modi
Arcade, Near Rly Station, Maninagar (West),380008,25469205.Amritsar: SBICAP Securities Ltd C/O, State Bank Of India, Main Branch, Town Hall,143001,5030146.Bangalore: SBICAP Securities Ltd Sbi Lho Campus Behind Spb Branch St. Marks Road,560001,32905247. SBICAP Securities Ltd Pb No-483, No-73 K R Road. Sbm Building 1St Flr, Basavangudi,560004,42103575.
SBICAP Securities Ltd 1St Floor, C/O Sbi Koramangala Pbb Branch, No.472, Avs Complex, 4Th Block, Koramangala,560034,49074203.Bhavnagar: SBICAP Securities Ltd C/O State Bank Of Saurashtra - Kalanala Branch, Kalanala,364001,2520009.Bhillai: SBICAP Securities Ltd Sbi Main Branch,Sector 1,490001,0.Bhopal: SBICAP Securities Ltd State Bank Of
Indore Paanchanan T T Nagar,462003,6549108.Chandigarh: SBICAP Securities Ltd C/O State Bank Of India, Main Branch, Sco 43-48, 1St Flr, Sector 17 B,160017,5079240.Chennai: SBICAP Securities Ltd Sbi Main Branch New No.84, 22 Rajaji Salai,600001,42065997. SBICAP Securities Ltd Sbi Building No 2 A Prakasam Road Panagal Park T Nagar,600017,42606204.
SBICAP Securities Ltd Sbi Spb Branch,Plot No.4, Teachers Colony,Indiranagar, Adyar,600020,42607565.Coimbatore: SBICAP Securities Ltd Sbi Main Branch,State Bank Road.,641018,2395711. SBICAP Securities Ltd Sbi Premises - First Floor, 451, D.B. Road, R.S.Puram,641018,4355527.Dehradun: SBICAP Securities Ltd Sbi Main Branch, 4Th Convent
Road,248001,2651156.Durgapur: SBICAP Securities Ltd C/O. State Bank India, Durgapur Branch, Dsp Maingate, Po Durgapur-3,,713203,2588289.Erode: SBICAP Securities Ltd C/O. Sbi Main Branch, D-48,State Bank Road,638003,4270818.Faridabad: SBICAP Securities Ltd State Bank Of India, 1St Flr, Neelam Chowk, N.I.T,121001,2420209.Ghaziabad: SBICAP
Securities Ltd C/O, State Bank Of India,Navyug Marget,201001,2798891.Gurgaon: SBICAP Securities Ltd Sbi Sushant Lok 1, B/05, Unitech Trade Centre,12209,2385365.Guwahati: SBICAP Securities Ltd C/O State Bank Of India , Dispur Branch, Opposite Assam Sachibalaya, Dispur,,781006,2237594.Gwalior: SBICAP Securities Ltd C/O State Bank Of India,Basement,
Main Branch ,Jiwaji Chowk, Lashkar,474001,2620727.Hyderabad: SBICAP Securities Ltd State Bank Of Hyderabad Ground Floor, Gunfoundry,500001,23321875. SBICAP Securities Ltd Room 4, 1St Flr H.No 10-2-199, Nehrunagar, Entrenchment Rd, Marred Pally, Secunderabad,500026,27700135. SBICAP Securities Ltd 1St Floor, Dmc Center, Above State Bank Of India,
St. John’S Road, East Marredpally, Secunderabad,500026,40137725.Indore: SBICAP Securities Ltd State Bank Of Indore 5,Yashwant Niwas Road,452003,2547517. SBICAP Securities Ltd State Bank Of India Gpo Main Branch,452001,4036625.Jaipur: SBICAP Securities Ltd C/O Sbi Special Branch, Ground Floor, Sangeneri Gate,302003,4006483. SBICAP Securities
Ltd 128 , A - Block , First Floor , Opp. Sbbj Bank,Ganpati Plaza, M I Road,302001,3221945.Jalandhar: SBICAP Securities Ltd C/O. State Bank Ofindia, Civil Lines,144001,4636317.Jammu: SBICAP Securities Ltd C/O State Bank Of India, Railway Road Branch,,180001,2471118.Jamnagar: SBICAP Securities Ltd G-3, Ground Flr, Madhav Darshan Complex, Opposite Cricket
Bungalow Near Limda Line,361001,2555170.Jamshedpur: SBICAP Securities Ltd Sbi, Jamshedpur Bistupur,831001,3206515.Jodhpur: SBICAP Securities Ltd C/O Sbi, Special Branch, High Court Campus, Kachauri,,342001,2546546.Kanpur: SBICAP Securities Ltd Sbi, Main Branch Campus, Zonal Office,16/101 Civil Line Mall Road,,208001,2333571.Karaikudi: SBICAP
Securities Ltd First Floor, C/O. Sbi Karaikudi Branch,,630002,400243.Kochi: SBICAP Securities Ltd Sbi Shanmugham Rd. Branch 2Nd Floor, Ktdc Bldg, Ernakulam,682031,3248745.Kolkata: SBICAP Securities Ltd Sbi Main Branch Sammriddi Bhavan 3Rd Floor, 1- Strand Road,700001,22481729. SBICAP Securities Ltd State Bank Of India Jeevandeep Bldg,Ground
Floor Middleton Street,700071,22886604. SBICAP Securities Ltd C/O Sbi, 50 A, Gariahat Road, Ballygunge,,700019,0.Kota: SBICAP Securities Ltd Kota Main Branch, Chhawani Chouraha,324007,2390147.Lucknow: SBICAP Securities Ltd C/O State Bank Of India, 2/103 Vijay Khand First Flr, Gomti Nagar,226010,2303261. SBICAP Securities Ltd C/O Sbi Govt.Business
Branch Moti Mahal Marg Behind K.D.Singh Babu Stadium Hajrath Ganj,226001,3202184.Ludhiana: SBICAP Securities Ltd Sbi, 1St Floor Fountain Chowk Civil Lines,141001,5025634.Madurai: SBICAP Securities Ltd C/O State Bank Of India, Number - 7A, West Veli Street, Opposite Railway Station,,625001,4506404.Mangalore: SBICAP Securities Ltd C/O Sbi, Mangalore
Main Branch, Port Road, P.B.No-90,575011,4265361.Mumbai: SBICAP Securities Ltd State Bank Of India M.G.Road Ghatkopar East,400077,25020964. SBICAP Securities Ltd 1St Floor, Tulsiani Chembers, Nariman Point,400021,32660218. SBICAP Securities Ltd Sbi Admin Building Compound, Madam Cama Rd., Nariman Point,400021,22023214. SBICAP Securities
Ltd C/O Sbi Spb Branch, Mumbai Samachar Marg, Gate No 7, Horniman Circle, Fort,,400001,32660216. SBICAP Securities Ltd 2Nd Flr, C Wing, Mafatlal Chambers, N.M Joshi Marg, Lower Parel,400013,42273451. SBICAP Securities Ltd C/O Sbi Jvlr Branch, Ground Floor,Juhu Versova Link Road, Andheri (W),400053,26707887.Mysore: SBICAP Securities Ltd C/O State
Bank Of India, Mysore Main Branch,P.B.No-204, Motikhana Building, New Sayaji Rao Road,570024,2435866.Nagercoil: SBICAP Securities Ltd C/O Sbi, 14-B, State Bank Road,642001,420737.Nagpur: SBICAP Securities Ltd C/O Sbi Seva Sadan Branch, 75 Moti Mohan Complex Seva Sadan Chowk, C.A.Road,440018,3257729.Nashik: SBICAP Securities Ltd C/O Sbi Spbb
Br., Plot No. 56 ,Opp. Wadnagare Bhavan, Thatte Wadi, College Road,422005,2232152.New Delhi: SBICAP Securities Ltd Sbi Spb Branch11, Parliament Street,110001,23744235. SBICAP Securities Ltd State Bank Of India Personal Banking Branch, A-15 Hauz Khas,110016,26511104. SBICAP Securities Ltd 9, New Rajdhani Enclave, Swasthya Vihar,Nr Preet Vihar Metro
Station,110092,45108482. SBICAP Securities Ltd C/O, State Bank Of India, E-2/28, Sector-7, Rohini,110085,27055815.Noida: SBICAP Securities Ltd C/O State Bank Of India, Sector-26,201301,2532133.Panchkula: SBICAP Securities Ltd C/O State Bank Of India,Sco - 14, Sector 10,,140109,4010507.Panjim: SBICAP Securities Ltd Sbi, Panaji Main Branch Dayanand
Bandodkar Marg Near Hotel Mandovi,403001,3253886.Patiala: SBICAP Securities Ltd State Bank Of Patiala Mall Road, The Mall Near Sherawala Gate, Demat Section,147001,5013356.Patna: SBICAP Securities Ltd C/O State Bank Of India ,Spb Gandhi Maidan,Biscoman Bhavan,800001,3260943.Pondicherry: SBICAP Securities Ltd 164, Kamraj Salai, 1St Flr, Above Sbi
Adb Branch,605013,4304236.Pune: SBICAP Securities Ltd State Bank Of India Deccan Gymkhana Branch J.M.Road, Deccan Gymkhana,411004,25539399. SBICAP Securities Ltd C/O Sbi Bund Garden Branch, Grale 171/B, 1St Floor, Dp Road,411001,30221091.Raipur: SBICAP Securities Ltd C/O State Bank Of India,Kutchery Branch,Kutchey Chowk,492001,4075329.Rajkot:
SBICAP Securities Ltd 608, Dhanrajni Complex, 6Th Flr, Near Imperial Palace Hotel, Dr Yagnik Road,360001,3043328.Shimla: SBICAP Securities Ltd C/O State Bank Of India, New Building, 2Nd Floor, The Mall,171003,2652726.Sivakasi: SBICAP Securities Ltd Sudar Complex,11, Velayutham Road,,626123,2222077.Surat: SBICAP Securities Ltd 1/580, Pore Street,
Nanpura, Opp Sbi,395001,2464888.Udaipur: SBICAP Securities Ltd C/O Sbi, Main Branch, 23/C Madhuban,313001,2420150.Ujjain: SBICAP Securities Ltd C/O Sbi Main Branch, State Bank Building, Budhwariya,,465001,4061476.Vadodara: SBICAP Securities Ltd Sbi, Alkapuri, R.C.Dutt Road,390007,6535747. SBICAP Securities Ltd C/O. Sbi Mandvi Main Branch,
Opp Jamnabhai Hospital, Mandvi,,390001,2516422. SBICAP Securities Ltd C/O. Sbi Makarpura I.E. Branch, Vcci Building, Makarpura,390010,2632533.Varanasi: SBICAP Securities Ltd C/O State Bank Of India , Bhelupur Branch,221010,22277558.Vijayawada: SBICAP Securities Ltd Sbi ,Governorpet Branch Ali Begh Street Governorpet,520002,2577887.Visakhapatnam:
SBICAP Securities Ltd C/O Sbi Main Branch, Demat Section, Opposite Jail Road Junction, Near Redham Gardens,530002,9949324544.

  A. K. STOCKMART PRIVATE LIMITED
MUMBAI : 30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215 - Nariman Point, Mumbai: 400 021. DELHI : 609, 6th Floor, Antriksh Bhawan, 22 Kasturba Gandhi (K.G)Marg, Connaught Place, New Delhi-110 001 Tel:- 011-23739628,011-47340685, Fax:-011-23739627. KOLKATA : Om Towers, Unit no. 1408, 14th Floor, 32, J.L.Nehru Road, Kolkata-700 071 Tel
No.033 –22882644, Fax No: 033-22882643. HYDERABAD : 5-9-93/1,Sakhti Sai Complex, 207, 2nd Floor, Chapel Road, Hyderabad – 500 001 Tel No.040-66759862 Fax No: 040-23297150
  RR EQUITY BROKERS PRIVATE LIMITED
New Delhi: 47, M.M. Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110055 011-23636363/62 New Delhi: 105, Anchal Plaza,Nelson Mandela Road Vasant Kunj,New Delhi-110070, 011-26891262,26134764 New Delhi: 105, Pratap Bhawan , Bahadur Shah Zafar Marg, New Delhi - 110001 011- 49505500,41509018 New Delhi: 118, Gagandeep Building, Rajendra Place ,
New Delhi- 110008 011- 25764872,41538956 Delhi: 106, Pankaj Chambers, Preet Vihar Community Centre, Delhi - 110092, 011-42421238-39, 49504400 Delhi: Shop No. 24, FD Market, Near Madhuban Chowk, Pitampura , Delhi - 110034 011 - 27311419 New Delhi: N-24 - 25, Connaught Place, New Delhi - 110001 011- 41523306, 46308803, 41523229 New Delhi: 111, Jyotishikhar,
8 Distt. Centre , Janakpuri, New Delhi - 110018 011- 25617654 Kolkata: 704,Krishna Bldg.,224,AJC Bose Road, Kolkata- 700017 033-22802963/22806878 Mumbai: 18 First Floor,105 bombay Samachar Marg.,Fort, Mumbai- 400023 022-40544201/224 Mumbai: 133A, Mittal Tower, A Wing, 13th Floor, Nariman Point, Mumbai- 400021 9324804084 Ahmedabad: 401, Abhijit-1, Opp.
Bhuj Mercantile Bank, Mithakhali, 6 Road, Navrangpura, Ahmedabad-390009 079- 40211888 Jaipur: 7,Katewa Bhawan,Opp. Ganapati Plaza, MI Road,Jaipur- 302001 0141-3235456 Lucknow: G-32,Shriram Tower,13- A,Ashok Marg, Lucknow- 226001 0522- 4057612 Chandigarh: SCO-222-223,Gr. Floor,Sector-34A, Chandigarh 0172-2624896 Bangalore: S-111,Manipal Centre,47,Deckenson
Road,Banglore-42 080-42477177 Chennai: 3rd Flr.,Percision Plaza,New -397, Teynampet, anna Salai, Chennai- 600018 044-42077370/71 Dehradun: 56, 1st Floor, Rajpur Road,Opp. Madhuban, Dehradun, Uttaranchal- 248001 0135-3258181 Vadodara: 222 Siddharth Complex,RC Dutta Road.,Vadodra- 390007 0265-3256190/2353195 Ghaziabad: 114, Satyam Complex, Raj Nagar
DC, Raj Nagar, Ghaziabad - 201002, Uttar Pradesh 0120-2828090 Noida: P-5,Sector - 18,Noida- 201301, Uttar Pradesh 0120-4336992 Faridabad: Shop No. 55, 1st Floor, Near Flyover,Neelam Chowk,NIIT, Faridabad - 121001, Haryana 0129-02427361 Indore: 206 Gold Arcade, 1/3 New Palasia, Indore M.P- 452001 9826062666 Agra: 9, Sbi Colony, 1st Floor, Opp. Subhash Park,
M.G.Road, agra, UP 9319087289 Varanasi: Shop no. 38, Ground Floor Kuber Complex, Rath Yatra 9415201997 Surat: 9-Ravi Raj Society, Behind Gayatri Mandir,New City Light Road Surat Gujarat 395002 0261-2265818, 9925233692 Manglore: F 2 1st Floor Adithi Arcade Karangalpay mangalore 575003 Karnataka 9845288557, Dhanbad: 218,Sri Ram Plaza 2nd,Floor Bank More,Dhanbad
Jharkhand-826000 9431721838, 9431159178 Patna: 422-23, 4th Floor,Ashiyana Harniwas Complex,New Dak Bunglow Road Patna Bihar 800001 9334114868, 9334114868 Durgapur: Banerjee House- Dakshinayan Durgapur-713218 West Bengal 0343-2556908, 9434009475 Gorakhpur: Gupta Metal Stores, Harbans Gali, Hindi Bazar Gorakhpur U.P 273005 0551-2205986, 9936590296
Kanpur: 26 L.G.F. Roland Tower 17/5 The Mall Kanpur Uttar Pradesh 208001 2079930, 9336219040 Gurgaon: 101,Apna Bazaar Gurgaon Haryana 122001 0124-5108108, 9212048108 Anand: G-1, Silver Oaks,Opp. Swayambar Party Plot V.V.Road Anand Gujarat 388001 9377306968, Jodhpur: 77, Prem Vihar, Opp-Chopasni School,Chopasni Road Jodhpur Rajasthan 342003
9928388322, Bhubaneshwar: 3-4 Anand Plaza, Laxmi Sagar ,Square Cuttack Road, Bhubaneshwar Orissa 751009 9861196880, 9861196880 Rohtak: 103 Balaji Financial House Scf-28 Huda Complex Rohtak Haryana 124001 9215011706, 9896001705 Bhawnagar: 251 Madhav Darshan,Waghawadi Road Bhavnagar Gujarat 364001 0278-2522120, 9426235681


                                                   POWER FINANCE CORPORATION LIMITED : COLLECTION CENTRES FOR APPLICATION FORMS*
  STATE BANK OF INDIA
SBI Ahmedabad : Main Branch (Code301) Bhadra, Ahmedabad District: Ahmadabad GUJARAT 380001; SBI Bhavnagar : Branch (Code1842) Mangal Bhavan Diwanpara Road Bhavnagar District: Bhavnagar GUJARAT 364001; SBI New Delhi : Main Branch (Code691) C Block 11 Parliament Street New Delhi - 110001; SBI R.N.W Hissar : Branch (Code652) Delhi Road,
Hissar District: Hisar HARYANA 125001; SBI CB SECUNDARABAD : Branch (Code4031) Flat 101 To 106A,Block-B, Ashok My Home Chambters, SP Road, Secunderabad 500003; SBI Indore : Branch (Code387) Indore District: Indore MADHYA PRADESH 452001; SBI Jamnagar : Branch (Code1816) - District: Jamnagar GUJARAT 361001; SBI Jodhpur : Branch (Code659)
High Court Campus- Jodhpur District: Jodhpur RAJASTHAN 342006; SBI Kanpur : Main Branch (Code107) The Mall, Kanpur District: Kanpur UTTAR PRADESH 208001; SBI Spl. Institutional : Branch (Code14524) Samriddhi Bhavan 1 . Strand Road Kolkata WEST BENGAL 700001; SBI Lucknow : Main Branch (Code125) Tara Wali Kothi, Moti Mah Al Marg Lucknow
UTTAR PRADESH 226001; SBI Capital Market : Branch (Code11777) Videocon Heritage, Charanjit Rai Marg, Fort Mumbai MAHARASHTRA 400001; SBI Udaipur : Main Branch (Code1533) 23-C, Madhuban, Udaipur, District: Udaipur RAJASTHAN 313001; SBI Baroda : Main Branch (Code324) Mandvi, Baroda District: Vadodara GUJARAT 390017; SBI Gurgaon : Branch (Code1565)
Mehrauli Road Gurgaon 122001.
  HDFC BANK LIMITED
Ahmedabad: Astral Tower, Near Mithakhali Six Raod,Navrnagpura, Ahmedabad - 380 009. Aligarh: HDFC Bank Ltd 3-316 Bhalla Complex Ramghat Road Aligarh 202001 (U.P). Bangalore: HDFC Bank Ltd, Cash Management Services “Salco Centre”, # 8/24, Richmond Road Bangalore. Baroda: 1st Floor, Fortune Tower,Vadodara Stock Exchange Building,Opp. Parsi Agiyari,Sayajigunj,. Bhagalpur:
Triveni appartment, Dr. R. P ROAD ,Bhagalpur. Bharuch: HDFC Bank Ltd, 127, Alfa Society ,Link Road. Bhubaneshwar: C111, Business park, 1st Floor, Sahid Nagar. Calicut: HDFC BANK LTD, 3rd floor, Simax Towers, Kannur Road ,Nadakkave. Chandigarh: sco-189-190 Sector 17 c. Chennai: No. 115, Dr. Radhakrishnan Salai, 2nd Floor, Opp. to CSI Kalyani Hospital, Mylapore, Chennai
- 600004. Cochin: FIRST FLOOR, PALARIVATTOM 25. Delhi: Fig-Ops 1st Floor, Kailash Bldg. Dhanbad: SRI RAM PLAZA , 1ST FLOOR, BANK MORE DHANBAD. Durgapur: Balai Commercial Complex,3rd Floor. Benachity,Nachan Road. Erode: NO.680,Lotus Enclave,Brough Road,Erode. Hyderabad: WBO 1-10-60/3, III Floor, Suryodaya,Begumpet. Jalandhar: HDFC Bank Ltd., 1st Floor, 911,
GT Road, Nr. Narinder Cinema, Jalandhar. Jammu: CB-13, Rail Head Commercial Complex, Gandhi Nagar. Jamnagar: Abhishek3rd Floor ,Saru Section Road,Near Savan appartment,Jamnagar -361008. Kanpur: 15/46, 1st floor, Civil Lines, kanpur-208001. Kolkata: Abhilasha - II, 6 Royd Street (2nd Floor). Kota: 13-14,MAIN JHALAWAR ROAD, Mangalore: Ideal Towers 1st floor , Opp Sharavu
Ganapathi Temple , G T road Mangalore -1. Mehsana: Prabhu Complex “ Nr Rajkamal Petrol Pump, Highway Road,Mehsana 384002. Mumbai: Ground Floor, Maneckji Wadia Building,Nanik Motwani Marg,Near Kala Ghoda,opp Mumbai University,Fort Mumbai- 400 001. Nagpur: 2, “ Mile Stone “ Block No 303 & 304, Near Lokmat Square, Wardha Road, Nagpur - 440010, Maharashtra. Panipat:
801/4,OPPS RAILWAY ROAD, G.T ROAD .PANIPAT. Patna: plot no 651 jamal rd patna. Raipur: HDFC BANK LTD, Chawla Towers, Near Bottle House, Shankar Nagar , Raipur, Chhattisgarh 492007. Rajkot: Shivalik - V , 3rd Floor, Gondal Road, Rajkot. Ranchi: 56 ROHINI COMPLEX CIRCULAR ROAD LALPUR RANCHI 834001. Shillong: ANDERS MANSION, POLICE BAZAR,SHILLONG. Shimla: shimla3,JANKIDAS
BLDG,shimla. Surendranagar: Middle Point, A Wing, Nr : Milan Cenama, Main Road, Surendranagar. Tirupati: HDFC BANK LTD, 19-8-180,Krishna Arcade, Beside IBP Petrol pump, Near Annamaiah Circle. Valsad: 1st Floor, Ekta Apt, Tithal Road, Valsad. Varanasi: D 58/9a-1k,kush complex sigra varanasi.
  IDBI BANK LIMITED
Agra : IDBI Bank Ltd.,Hall No . H-2, Gr Floor,Padamdeep Tower,G 10/8,Sanjay place,Agra-282002,UP, (562) -2526704; Ahmedabad : IDBI Bank Ltd.,IDBI Complex , Lal Bungalows Off, CG Road, Ahmedabad Pin : 380006, Gujarat , (079)-66072623 ; Allahabad : IDBI Bank Ltd. Jeevan Prakash Building,172A/40, M.G Marg,Civil Lines, Allahabad-211001 ,UP, (0532)-6451901; Aurangabad
: IDBI Bank Ltd.,Plot No. 07, Raghbir Chambers,Vidya Nagar,Jalna Road,Aurangabad, Pin : 431003, Maharashtra, +91(240) 2452440/1; Bangalore : IDBI Bank Ltd.,IDBI House, 58 Mission Road,Bangalore Pin : 560027, Karnataka , 91 (80) 2290447; Bareilly : IDBI Bank Ltd.,146 Civil Lines,Circuit House,Chouraha.,Bareilly Pin-243001,UP, 0581-2510399; BELGAUM : IDBI Bank Ltd, 3493/
1B College Road Belgaum - 590001, 0831 - 2405000 / 01; Bhilai : IDBI Bank Ltd.,New Era, 19, Priyadarshni Parisar,Nehru Nagar Square,Bhilai Pin : 490020, Chhattisgarh, (0788)-2292158; Bhilwara : IDBI Bank Ltd., CMS Desk, 43, Rajendra Marg, Bhopalganj, Bhilwara - 311 001, Rajasthan., 01482-239004/5; Chennai : IDBI Bank Ltd, PM Towers, 37, Greams Road ,Chennai Pin
: 600006 , Tamil Nadu, (044)-24301731; Gwalior : IDBI Bank Ltd, Chamber Bhavan SDM Road, Gwalior - 474009, 0751-2436747,2436745 / 710; GHAZIABAD : IDBI BANK LTD,C-78, Sudesh Plaza,Raj Nagar, District Centre, Raj Nagar,Ghaziabad Pin : 201002,Uttar Pradesh, +91 (120) 2755409 / 2755410; Gorakhpur : IDBI Bank Ltd., CMS Desk 7, Park Road,Gorakhpur Uttar Pradesh
- 273001, 0551-6453470,2200311; Guwahati : IDBI Bank Ltd.,Satyen Niwas, Opp. Sukleshwar Mandir,M.G. Road, Pan Bazar, Guwahati Pin : 781001, (0361)-2730492; JALGAON : IDBI Bank Ltd.Khandesh Mills Complex,Nehru Chowk, Jalgaon Pin : 425001, Maharashtra , 0257 2229962; Jamnagar : IDBI Bank Ltd.,Ground floor,Khandelwal Complex,12 Patel Colony P . N. MARG, Jamnagar
Pin : 3610008 , (0288)-2751181; Kolkata : IDBI BANK LTD, 44, Shakespeare Sarani, Kolkata-700017, West Bengal, 033-66337772/ 033-66338866; Lucknow : IDBI Bank Ltd.,UPCB Bldg.,2 MG Road,Lucknow,Pin:226001, (0522)-2619915; Mumbai (Controlling Branch) : IDBI BANK LTD,Mittal Court, ‘A’ Wing,2nd Floor,CMS Dept.,Nariman Point,Mumbai-400021,Maharashtra, +91 (22)
66588187/264; Meerut : IDBI Bank Ltd., Neel Kamal Building, 367,Shivaji Road, Eves Crossing,Meerut Pin : 250001,UP, (0121)- 4019600; Mysore : IDBI Bank Ltd., Anand Archade, MIG- 11, V.M. Double Road, Saraswathipuram, Kuvempunagar, Mysore Pin : 570009, Karnataka, (0836)-2285906; Nashik : IDBI Bank Ltd.,A-1& 2 “Prathamesh” ,Thatte Nagar,Gangapur Road,Nashik Pin :
422005,Maharashtra, 0253-2570418,2583406; NEW DELHI : IDBI Bank Ltd.,Surya Kiran Building,Ground Floor,19 K G Marg, New Delhi Pin : 110001, (011)-26499680; Patiala : IDBI Bank Ltd.,10,Chotti Baradari,The Mall,Patiala Pin : 147001,Punjab, (0175)- 5005379; Raipur : IDBI Bank Ltd., Singhania House, Civil lines, Opp Museum, Raipur Pin : 492001 ,Chhattisgarh, (0771)-
4044972; Rajahmundry : IDBI Bank Ltd, 46-22-11 K.S.R.Complex, Danavaipeta, Rajahmundry - 533103, 0883-6573500; Solapur : IDBI Bank Ltd.,CS No. 5 / 2, South Kasaba, Damani Shopping Complex, Near Central Talkies, Solapur - 413007 - Maharashtra., (0217) - 2351000; Sivakasi : IDBI Bank Ltd., CMS Desk, New No. 36F, Old No.106, Velayutham Road, Virudhunagar Dist, Sivakasi
- 626123 - Tamil Nadu, 04562-225402; Ujjain : IDBI Bank Ltd, Hotel Ashray 77, Devas Road Ujjain - 456010, 0734-2526132,2526133;
  ICICI BANK LIMITED
Ahmedabad - ICICI Bank Ltd. JMC House, Opp. Parimal Gardens,Opp Parimal Garden, Ambawadi, Ahmedabad 380 006; Agra - ICICI Bank Ltd, No. 6,8- 13,Ground Floor , Shanta Tower, Sanjay Place, Agra – 282002; Amritsar - ICICI Bank Ltd, 361, M.C International The Mall, Amritsar - 143001, Punjab Bangalore - ICICI Bank Towers, 1, Commissariat Road, Ground Floor, 560025; Belgaum
- ICICI Bank Ltd, Shree Krishna Towers, #14, Khanapur Road, RPD Cross, Tilakwadi, Belgaum – 590006; Bhopal - ICICI Bank Ltd, Plot No. 11, Zone II, Alankar Palace Near Pragati Petrol Pump, M. P. Nagar, Bhopal – 462011; Bhubaneshwar - ICICI Bank Ltd., OCCF Building, Opp Sriya Talkies, Unit - III, 751001; Chandigarh - ICICI Bank Ltd.,SCO 9-10-11, SECTOR 9-D. 160017; Chennai
- ICICI Bank Ltd, 110, Prakash Presidium, Uthamar Gandhi Salai, (Nungambakkam High Road), 600034; Faridabad - ICICI Bank Ltd., Booth No. 104-105, District Centre, Sector 16, Faridabad- 121007, Haryana ;Gurgaon - ICICI Bank Ltd, SCO 18 & 19, HUDA Shopping Centre, Sector-14, Market Complex, Gurgaon – 122001; Guwahati - ICICI Bank Ltd, Ground Floor, Shanti Complex, G S Road,
Bhangagarh, Guwahati – 781005; Hubli - ICICI Bank Ltd, Eureka Junction, Travellers Bungalow Road, Hubli - 580029 Hyderabad - ICICI Bank Ltd., 6-2-1012, TGV Mansions, Opp. Institution of Engineers, Khairatabad, 500004, door no 74 & 75 Vinayak nagar Gachbowli main road Gachibowli, 500032; Indore - ICICI Bank Ltd.,4, Chhoti Khajrani, Malav Parisar, A-B road, Indore, MP Pin 452
008; Jaipur - ICICI Bank Ltd, C-99, Shreeji Towers, Subhash Marg, Near Ahimsa Circle, C Scheme, 302001; Kanpur- J.S Towers, 208001; Kolhapur - Ground Floor, Vasant Plaza, Rajaram Road, Rajarampuri, 416001; Kolkata - ICICI Bank Ltd., 22, R N Mukherjee Road, 700001; Lucknow - ICICI Bank Ltd, Shalimar Tower, 31/54 M.G. Marg, Hazratganj, Lucknow –226001; Ludhiana -
ICICI Bank Ltd, S.C.O. 146 / 147, Feroze Gandhi Market, Ludhiana - 141001 ; Mumbai –30,Mumbai Samachar Marg, Fort- 400001;New Delhi - ICICI Bank Ltd - 9A, Phelps Building, Inner Circle,Connaught Place, 110001; Noida - ICICI Bank Ltd., K-1, Senior Mall, Sector 18, 201301, , Pondicherry - ICICI Bank Ltd, 47, Mission Street, Pondicherry – 605001; Pune - A-Wing, Shangrila Gardens,
Bund Garden Road, 411001. Rajkot - ICICI Bank Ltd., Jai Hind Press annexe, Opp. Shardabaug, Babubhai Shah Marg, 360001;Vadodara - ICICI Bank Ltd., Landmark Building, Race Course Circle, Alkapuri, 390007;
  KOTAK MAHINDRA BANK LIMITED
Ahmedabad:Kotak Mahindra Bank Ltd. Ground Floor,ChandanHouseopp. AbhijeetIii,NearMithakali Six Roads,Navrangpura, Ahmedabad - 380006, Tel:079-66614800 Amritsar:Kotak Mahindra Bank Ltd. 10 , Kennedy Avenue, The Main Mall Road, Amritsar 143001, Tel:0183-5002950 Anand:Kotak Mahindra Bank Ltd. P.M.Chambers, Mota Bazar, Vallab Vidya Nagar, Anand - 388120, Tel:02692-
229993/94 Bhavnagar:Kotak Mahindra Bank Ltd. Bhavna Construction Company, Plot No 2108 /A, G.R.Sterling Centre, Waghwadi Road, Bhavnagar - 364001, Tel:0278-6452201Bhopal:Kotak Mahindra Bank Ltd. 214, BhagwanComplex,Zone 1 , M P Nagar,Bhopal, Bhopal, 462016, Tel:0755-4061007 Chandigarh:Kotak Mahindra Bank Ltd. Sco 153-154-155, Madhya Marg, Sector 9 -C, Chandigarh
- 160009, Tel:0172- 5008619 ; Chennai:Kotak Mahindra Bank Ltd. Capitale’,Ground Floor,555, Anna Salai,Chennai - 600018, Tel:044- 42040211 Coimbatore:Kotak Mahindra Bank Ltd. 727, Avinashi Road, Skanda Square, Coimbatore - 641018, Tel:0422-4506505 Hyderabad/Secund’Bad:Kotak Mahindra Bank Ltd. Pavani Jewel Tower,GroundFloor,Somajiguda,Hyderabad - 500089,
Tel:040-66755036; Jamshedpur:Kotak Mahindra Bank Ltd. Gayatri-Enclave,-K.-Road,-S.-Town-Bistupur,-Jamshedpur-831001, Tel:0657-6621809 Kanpur:Kotak Mahindra Bank Ltd. 17/03, The Mall, Meghdoot Hotel Building, Kanpur - 208001, Tel:0512-3067864Kolkata:Kotak Mahindra Bank Ltd. Apeejay House 15, Parkstreet ,Kolkatta - 700016, Tel:033- 44011974Lucknow:Kotak Mahindra
Bank Ltd. 3Gf, Speed Building, Shahanazaf Road, Lucknow - 226001, Tel:0522-4038214 Ludhiana:Kotak Mahindra Bank Ltd. Sco 120, Ground Floor, Feroze Gandhi Market,Ludhiana 141001, Tel:0161-5055200 Madurai:Kotak Mahindra Bank Ltd. 1-Awest-Perumal-Maistry-Streetmadurai-Madurai625001, Tel:0452-4232008/09 Mumbai:Kotak Mahindra Bank Ltd. 5 C/II, Mittal Court 224,
NarimanPoint,Mumbai - 400001, Tel:91-22-66563408 Nagpur:Kotak Mahindra Bank Ltd. Ground Floor, 345, Shree Mohini Complex, Kingsway, Nagpur - 440001, Tel:0712-6620801/6620807 New Delhi/Delhi:Kotak Mahindra Bank Ltd. Ground Floor, Ambadeep,14, K.G. Marg, New Delhi-110001, Tel:011-43543659/011-43543672Patna:Kotak Mahindra Bank Ltd. Shop No 3,4,5Ahmad Husain
Complexexhibition Road , Gandhi Maidanpatna800001, Tel:0612-6451069-71 Rajkot:Kotak Mahindra Bank Ltd. Nath Complex, Ground Floor, Near Race Course, Dr. Yagnik Road, Rajkot - 360007, Tel:0281-6622607 Surat:Kotak Mahindra Bank Ltd. Ground Floor, Kotak House, Kg Point, GhodDod Road, Surat - 395007, Tel:0261-6679027 Vadodara:Kotak Mahindra Bank Ltd. Panorama Building,
R.C. Dutt Road, Alkapuri, Vadodara - 390015, Tel:0265-6620351/352/353/357
   AXIS BANK LIMITED
Ahmedabad : ‘Trishul’, Opposite Samartheshwar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006, Gujarat, 079 - 55306161 / 55306102 ; Ajmer : AMC No.481-485/10,Kutchery Road, India Motor Circle, Ajmer 305 001, Rajasthan, 0145 - 5101451 / 61 / 81; Allahabad : 28B, Civil Station, M.G. Marg, Civil Lines, Allahabad 211 001, Uttar Pradesh, 0532 - 2421845 / 46 / 47; Asansol
: Purbasha Banquet Hall, Apurba Complex, Apcar Garden, Sen Raleigh Road, Asansol 713 304, (0341)2254619 / 2254620; Bangalore : No. 9, M. G. Road, Block A, Bangalore 560001, (080)5559555 / 444; Chennai : 82, Dr.Radhakrishnan Salai, Mylapore, Chennai 600 004, (044) 8111085 / 86 / 88 / 89; Cuttack : Jayashree Plaza, 34, Dolamondai, Badambadi, Cuttack 753 009, (0671)335605
/ 6; Dehradun : Shri Ram Arcade, 74 (New No.250/466), Rajpur Road, Dehradun 248001, Uttarakhand , (0135) 2741398/2742794; Gandhidham : Plot No.349, Sector 12/B, Gandhidham 370201, Kachchh District, Gujarat, (02836)234776 / 235142 / 235026; Hissar : Sco No. 177, Commercial Urban Estate, No.1, Hissar 125 001, Haryana, (01662)227442 / 227448; Hyderabad : 6-
3-879/B, G. Pulla Reddy Bldg., First Floor, Begumpet Road, Hyderabad 500 016, (040) 23405182 / 5185 / 3415186; Indore : Kamal Palace, 1, Yeshwant Colony, Y N Road, Indore 452003, (0731) 429 5207, 206 Mobile # 9981177172; Jaipur : O-15, Green House, Ashok Marg, C-Scheme, Jaipur 302 001, (0141) 4061119 / (0141) 5111 222; Jallandar (Jalandhar) : SCO 30-31,
Guru Ram Dass Divine Tower, Opp Mini Secretariate, Ladowali Road, Jalandhar, Punjab 144 001, (0181) 4633970/ 71(0181) 4622082 (D)/ 08054701551; Jodhpur : Ground Floor and First Floor, Prince Tower, Plot No. 654, Residency Road, Jodhpur, Rajasthan 342003, (0291) 2647622/ 44 ; Karaikudi : 15/1 Shanmugaraja Road, Behind New Court, Karaikudi, Dist. Sivaganga, Tamil Nadu,
Pin 630001, (04565) 226430/ 431; Mumbai : Universal Insurance Bldg., Ground Floor, Sir. P. M. Road, Fort, Mumbai 400 001, (022)283 5782 / 84 / 87; Nagercoil : Thayammal Harris Towers, No. 42, Court Road, Nagercoil 629 001, Kanyakumari District , (04652) 220 937 / 938 / 940; New Delhi : “Statesman House” 148, Barakhamba Road, New Delhi 110 001, (011)3311047 /
50 / 51; Panjim : Sidarth Bandodkar Bhavan, P. Shirgaonkar Road, Panaji, Goa 403 001, (0832) 2234096 - 98; Patna : Lok Nayak Jay Prakash Bhawan, Dak Bungalow Crossing, Patna 800001, Bihar, 94310 21846; Rajkot : “Titan”, Near K K V Circle, Kalawad Road, Rajkot - 360 005, (0281) 6695999 / 6695901; Ranchi : Shamdhu Complex, Old H.B. Road, Near Firayalal Chowk, Ranchi,
Jharkhand, Pin 834001 , (0651)301038 / 039 / 210170; Rohtak : Shop No. 1, Munjal Complex, Delhi Road, Rohtak 124 001, Haryana, (01262)246466 / 268465; Siliguri : Spectrum House, Sevoke Road, Siliguri 734 001, West Bengal, (0353)-6452195/2640303; Sivakasi : # 64, N R K R, Rajarathnam Street, Sivakasi 626 123,Tamil Nadu, (04562)442706 / 7 / 272705; Surat : Digvijay
Towers, Opp. St. Xavier’S School, Ghod Dod Road, Surat - 395 001, (0261)2663124 / 3217 / 3120; Tirupur : 3, Court Street, Tirupur 641 601, Coimbatore District, Tamil Nadu, (0421)2237211 / 2237212; Udaipur : Taltali House, Central Road, Udaipur, South Tripura, PS R.K. Pur, Tripura, Pin 799120 ; Ujjain : Ground Floor, Hotel Ashray, 77, Dewas Road, Ujjain 456 010, Madhya Pradesh,
(0734) 252 5301 / 02 / 03 ; Vapi : Hotel Fortune Galaxy Complex, Commercial Plot No. C7/67, P.N.H. No. 8, Near Koparli Road, G.I.D.C. Vapi 396 195, District Valsad, Gujarat, (0260) 2435208, 6616600; Varanasi : C-19/134, M-B, Ground & First Floor, Shastri Nagar, Sigra, Varanasi 221 002, Uttar Pradesh, 0542-2227395/6/7/8/; Gandhinagar : Gandhinagar Milk Consumer Cooperative
union, Plot no 436 , sector 16, Gandhinagar-079-23243274; Calicut(Kozi) : Ground Floor, Marina Mall, YMCA Cross Road, Calicut , Kerala, Pin 673001, (0495) 4040242 /8086001361 ; Panchkula : SCO 10, Sector 10, Panchkula, Haryana 134 109, 0172-4642200; Noida : B2-3 Sector 16 , Noida, 0120-2510751
  DHANLAXMI BANK LIMITED
“Ahmedabad” - Dhanlaxmi Bank, 3, Motilal Chambers , Income Tax Circle, ,Near ‘Sales India’, Ashram Road ,143- Ahmedabad ,Ahmedabad Dist, Gujarat - 380 009. Contact: 079 - 64502690 , 64502692, 64502694; “Bangalore” – #11, 1st Cross, B. B. Naidu Road, Gandhinagar, 1st Cross, Bangalore – 560009. Contact: 80 - 64548688/89/90"; “Bhopal” - Dhanlaxmi Bank , Ground
Floor, Vnv Plaza, Plot No:6, , Zone -2, Maharana Pratap Nagar , Bhopal ,Madhya Pradesh - 462 011. Contact: 0755 - 6459927, 6459937; “Calicut/Kozhikode” - 17/1341 H,C M Mathew Tower, Ram Mohan Road, Chinthavaluppu, Kozhikode -673004 – Contact: 0495 - 6453463, 6453465, 6453466; “Chandigarh” – Gr. Floor, Rai Building, Sco 93&94, Sector - 17 B&C, Near K C
Cinema, Chandigarh – 160017. Contact: 0172 - 6538924/ 25/ 26; “Chennai” - Dhanlaxmi Bank Ltd, P.B.No.359 , 104 & 107,Om Sakthi Towers ,Mount Road, ,Anna Salai, Chennai ,Tamil Nadu - 600 002. Contact: 044-64530014 / 119 / 124; “Erode” - Dhanlaxmi Bank Ltd, D.No.523, Nethaji Road, Erode, Erode Dist, Tamil Nadu - 638 001. Contact: 9244943012, 9244943013, 9244943014,
2240700; “Gurgaon” - Dhanlaxmi Bank, Ground Floor, Sco 17, Sector - 14, Gurgaon, Haryana – 122001. Contact: 0124 - 6462185, 6462186, 6462187; Hyderabad” - 23/A, Sai Sushma Homes, Main Road, S.R. Nagar, Opp. S R Nagar Police Station Hyderabad - 500 038. Contact: 040-64636991/ 992/993; “Kochi / Ernakulam” - Dhanlaxmi Bank, 32/2383, Kmm Building, Opposite
Kseb ,S N Junction , 38- Palarivattom ,Ernakulam Dist ,Kerala - 682 025. Contact: 0484-6453447 ,6453441; “Kolkata” – Ideal Plaza, Ground Floor, 11/1, Sarat Bose Road, 154- Kolkata, West Bengal - 700 020. Contact: 033 – 22815100; “Madurai” – Dhanlaxmi Bank Ltd, Lic Building, No.3, West Marret Street, Near Madurai Railway Junction ,Madurai , Tamil Nadu – 625001. Contact:
0452 - 6548223, 6548225, 6548226; “Mangalore” – Dhinda Chambers,Ground Floor, No.5-5-301/3, Kodialbail, M G Road, Opp S B M Law College, 70- Mangalore, Karnataka - 575 003. Contact: 0824-6450741/59/52; “Mumbai “ - The Dhanlaxmi Bank, Ground Floor, Janmabhoomi Bhavan,Plot 11-12 ,Janmabhoomi Marg ,144- Fort, Mumbai ,Maharashtra - 400 001. Contact:
022-22022535; “New Delhi” - Dhanlaxmi Bank, 16/15, W.E.A., J.S.Plaza , Arya Samaj Road , Karol Bagh, New Delhi - 110 005. Contact: 011- 64508887, 64507036, 64506070, 64509992, 64505419, 64508708; “Panaji” – Ground Floor, Behind Hotel Fidalgo, M.G. Road, Panaji, Goa – 403001. Contact: 0832-6451286; “Pune” – The Dhanlaxmi Bank, Ground & 1st Floor, Radiant
Arcade, M. G. Road (East Street), Pune 411001. Contact: 020 - 6400105, 6400106; “Surat” - 142, 3rd Floor, The Surat, Vankar Sahakari Singh Building, Opp Reshamwala Market Ring Road, 142-Surat, Surat District, Gujurat – 395003. Contact: 0261-4007361; “Tirupati”- Dhanlaxmi Bank , Plot No.3, Tuda Lay Out , Rc Road, Tirupati ,Andhra Pradesh - 517 501. Contact: 0877
- 6451643, 6450564, 6450974; “Trichur” – Dhanlaxmi Bank, Ground Floor, Dhanalakshmi Complex, 4 – Pushpagiri, Dlb Bhavan, Punkunnam, Thrissur, Kerala – 680 002. Contact: 0487 - 6453956, 6453957, 6454011; “Vijayawada” – Dhanlaxmi Bank, 27-1-139, Eluru Road, Opp.Ima Hall Vijayawada, Andra Pradesh - 520 002. Contact: 0866 - 6453331, 6455071, 6455460; “Visakhapatnam”
Dhanlaxmi Bank, Vip Road, Cbm Compound, Vishakapatnam, Andra Pradesh - 530 003. Contact: 0891-6456492, 6456495, 6456497
  INDUSIND BANK LIMITED
Agra (Uttar Pradesh): Block No.48/6, Ground floor, Puneet Vrindavan Building Sanjay Place, Agra – 282002, Tel: 0562 3018380 / 3018390 / 3018420; Ahmedabad (Gujarat): World Business House, M. G. Road Nr. Parimal Garden, Ellis Bridge Ahmedabad - 380 015, Tel: 079 26426104 – 8 26560401; Bangalore (Karnataka): Ground Floor, Centenary Building, No. 28, M. G. Road,
Bangalore – 560 001, Tel: 080 6546 2881, 2559 2309; Bhavnagar (Gujarat): Shop Nos 1 to 7 and 13, Madhav Hills Waghawadi Road, Bhavnagar – 364 002, Tel: 0278-2512055 / 2011, 2512088; Bhubaneshwar (Orissa): No. 78, Janpath, Kharavela Nagar, Unit III, Bhubaneshwar – 751 001; 0674-2536124/ 6125, 2535191; Chennai : (Tamil Nadu) No.3 Village Road Nungambakkam,
Chennai - 600 034 Tel: 044 4596 2500 / 01 / 02 / 03 4596 2510; Coimbatore : (Tamil Nadu) 652-662, Tristar Towers Avanashi Road, Coimbatore 641 037, Tel: 0422 2223572 / 0738 / 0551 / 0273 / 0550 / 2790, 2221770; GANDHINAGAR : GF, Unit no. 14, Suman City, Plot no. 17, Sec – 11, Gandhinagar – 382 0110. Tel: 079 23240596-7 / 84 / 85 / 86; Hyderabad : (Andhra
Pradesh) 1-8-448, Sardar Patel Rd.Begumpet, Secunderabad – 500 003, Tel: 040-2790 7660 / 64 / 65 / 4663 27907673; Jaipur : (Rajasthan) Sangam Complex, Gr.Flr.Church Road, Jaipur 302 001, Tel: 0141 2387301-05 2387084; Jamnagar : (Gujarat) Shivam Complex, Teen Batti, Opp. Badri Complex, Jamnagar -361 001, Tel: 0288 2664322 / 5760 2664321; Jodhpur : (Rajasthan) Showroom
No. 3&4, Olympic Tower Bldg., Station Road, Jodhpur 342 003, Tel: 0291-510 2288 / 2289 / 6990, 5105662; Kochi/Ernakulum : (Kerela) : Gowrinarayan, (Opp. to New Jayalakshmi Silks), 40/8399, 8400, M. G. Road, Kochi – 682035 Tel: 0484 2360888 (4 lines), 442 2288, 236 0720 / 0775 2382222; Kolkata (West Bengal) : Savitri Towers, 3A, Upper Wood Street, Kolkata – 700 017, Tel:
033-30212400 / 01 (30 lines), BH - direct 22896204, Head Ops direct – 22896205 22896206, Mumbai (including Thane) : (Maharashtra) Premises No. 1, Sonawala Building 57, Mumbai Samachar Marg, Fort, Mumbai 400 001, Tel: 022 66366580 – 83 66366590 / 87; Nagpur (Maharashtra) : Shri Swami Plaza, 97, East High Court Road, Ramdas Peth, Nagpur – 440 010 Tel; 0712 2547456,
2534188 2547547; New Delhi (New Delhi) : Dr. Gopal Das Bhawan28, Barakhamba Road, New Delhi - 110 001, Tel: 011 23738040 / 8408 / 8407 23738041; Rajkot (Gujarat) : Pick Point,I Floor,Dr Yagnik Road, Near Vivekananda Statue, Rajkot - 360 001, Tel: 0281 2461893 / 94, 2461892; Surat (Gujarat) : G-2, Empire State Bldg., Near Udhana Darwaja, Ring Road, Surat 395 002, Tel:
0261 2366823 / 24 / 27 / 30 2346469; Visakhapatnam (Andhra Pradesh) : CDR Hospital, A. S. Raja Complex Waltair Main Road, Visakhapatnam 530 002, Tel: 0891 2702202 / 198, 2512721

 * NRI APPLICANTS SEEKING ALLOTMENTS OF BONDS IN PHYSICAL MODE SHALL SUBMIT THEIR APPLICATIONS ONLY AT THE FOLLOWING LOCATIONS AHMEDABAD, BANGALORE, CHANDIGARH, CHENNAI,DELHI, HYDERABAD, KOLKATA, KOCHI, MUMBAI.



  2          POWER FINANCE CORPORATION LIMITED
                                               IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
                                                                                                                                                          GENERAL INSTRUCTIONS
 Applicants are advised to read the Shelf and Tranche Prospectus-1 dated December 23, 2011                                The subscription list for the Issue shall remain open for subscription at the commencement of banking hours              14. Security: The Bonds issued by the Company will be secured by creating a charge on the book debts of the
 (“Prospectus”) filed with Registrar of Companies and the general instructions contained in this                          and close at the close of banking hours, with an option for early closure (subject to the Issue being open for           company and/or identified immovable property by a first /pari passu charge, as may be agreed between the
 application form carefully and to satisfy themselves of the disclosures before making an                                 a minimum of 3 days i.e. till January 2, 2012) or extension by such period, upto a period of 30 days from the            Company and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed. PFC will create
 application for subscription. Unless otherwise specified, all the terms used in this Application                         date of opening of the Issue, as may be decided by the Board of Directors/ Committee of the Company. In the              security in favour of Debenture Trustee pursuant to the terms of Shelf Prospectus and the respective Tranche
 Form have the same meaning as in the Prospectus. For a copy of the Prospectus, the applicant                             event of such early closure of the subscription list of the Issue, our company shall ensure that public notice of        Prospectus(es)
                                                                                                                          such early closure is published on or before the day of such early date of closure through advertisement/s in            15. Events of Default: 15.1 The Debenture Trustee at its discretion may,or if so requested in writing by the holders
 may request us and/or the Lead Managers. Further investors are advised to retain the copy of                             a leading national daily newspaper.Further, Allotment shall be on first come first serve basis, with Issuer              of not less than 75% in principal amount of the Bonds then outstanding or if so directed by a Special Resolution
 the Prospectus/Abridged Prospectus for their future reference. Please fill in the Form in English                        Company having the discretion to close the Issue early irrespective of whether any of the Portion(s) are fully           shall (subject to being indemnified and/or secured by the Bondholders to its satisfaction), give notice to PFC
 using BLOCK letters. Investors should carefully choose the Series of Bonds they wish to apply                            subscribed. 7.2 Underwriting : The Issue is not underwritten. 7.3 MinimumSubscription : In terms of the SEBI Debt        specifying that the Bonds and/or any particular Series of Bonds, in whole but not in part are and have become
 for. Please refer to Terms of the Issue in the Prospectus for details.                                                   Regulations, an issuer undertaking a public issue of debt securities is required to disclose the minimum amount          due and repayable at the Early Redemption Amount on such date as may be specified in such notice interalia
                                                                                                                          of subscription that it proposes to raise in the Issue in the offer document. In the event that an issuer does not       if any of the events listed in 15.2 below occur. 15.2 The complete list of events of default shall be as specified
TERMS OF THE ISSUE : The Bonds being offered as part of the Issue are subject to the provisions of the SEBI               receive the minimum subscription disclosed in the offer, all application monies received in the public issue are         in the Debenture Trust Deed. 15.3 The Early Redemption Amount payable on the occurrence of an Event of
Debt Regulations, the Companies Act, CBDT Notification No. 52/2011.F.No.178/56/2011-(ITA.1) dated                         required to be refunded forthwith. There is no minimum subscription amount for the issue.                                Default shall be as detailed in the Debenture Trust Deed. 15.4 If an Event of Default occurs which is continuing
September 23, 2011, the terms of the Draft Shelf Prospectus, the Shelf Prospectus, the Tranche Prospectus,                8.Interest; 8.1 Interest: Tranche-1 and Series-I and Tranche-1 and Series-II Bonds shall carry interest at the           the Debenture Trustee may with the consent of the Bondholders,obtained in accordance with the provisions
the Application Form, the terms and conditions of the Trustee Agreement and the Debenture Trust Deed, other               coupon rate of 8.20% and 8.30% p.a. respectively, payable annually. The interest shall be payable on the                 of the Debenture Trust Deed,and with a prior written notice to PFC, take action in terms of the DebentureTrust
applicable statutory and/or regulatory requirements including those issued from time to time by SEBI/the GoI              fifteenth day of October of every year. The first interest payment date shall be on October 15, 2012 for the period      Deed. 15.5 In case of default in the redemption of Bonds,in addition to the payment of interest and all other
/BSE/RBI, and/or other statutory/regulatory authorities relating to the offer, issue and listing of securities and        commencing from deemed date of allotment to October14, 2012. The last interest payment shall be made at                  monies payable here under on the respective due dates, PFC shall also pay interest onthe defaulted amounts.
any other documents that may be executed in connection with the Bonds.                                                    the time of redemption of bonds for balance tenure of the bonds. Interest is payable to the bondholders as on            16. Bondholder’s Rights, Nomination, etc.: 16.1 Rights of Bondholders: Some of the significant rights available
1. Authority for the Issue : The GoI, by virtue of power conferred upon it under Section 10(15)(iv)(h) of the Income      the relevant record date. standing on the Bonds. 8.3. Intereston Application Money 8.3.1. Interest on application        to the Bondholders are as follows: The Bonds shall not, except as provided in the Companies Act, confer on
Tax Act, 1961, has issued Notification No. 52/2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011                      monies received which are used towards allotment of Bonds: We shall pay interest on application money on the             Bondholders any rights or privileges available to members of the Company including the right to receive
authorising PFC to issue the said Bonds upto an aggregate amount of ` 5,000crores during the financial year               amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as                 notices or annual reports of, or to attend and / or vote, at the Company’s general meeting(s). However, if any
2011-12. PFC shall issue the Bonds upto an aggregate amount of ` 4033.13 crore through this issue during                  amended, as applicable, to any applicants to whom Bonds are allotted pursuant to the Issue from the date of              resolution affecting the rights of the Bondholders is to be placed before the shareholders, such resolution will
the financial year 2011-12 out of the amount of ` 5,000 crores, as approved by its Board vide its resolution dated        realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of banking of the application (being        first be placed before the concerned registered Bondholders for their consideration. In terms of Section 219(2)
September 28, 2011. The Company has already raised Tax Free Bonds through private placement for a sum                     the date of submission of each application as duly acknowledged by the Bankers to the Issue) whichever is later          of the Companies Act, Bondholders shall be entitled to a copy of the balance sheet on a specific request made
of ` 966.87 crores till date, hence the public issue for balance amount of ` 4033.13 crores.                              upto one day prior to the Deemed Date of Allotment, at the rate of coupon rate of 8.20% per annum and 8.30%              to the Company. The rights,privileges and conditions attached to the Bonds may be varied,modified and/or
2. Issue and Status of Bonds : 2.1. Public Issue of Tax free, Secured Redeemable Non Convertible Bonds in the             per annum for Tranche 1 Series 1 and Tranche 1 Series 2 Bonds respectively. We may enter into an arrangement             abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the
nature of Debentures having tax benefits under Section 10(15) (iv) (h) of the Income Tax Act, 1961 not                    with one or more banks in one or more cities for direct credit of interest to the account of the applicants.             Bonds or with the sanction of a Special Resolution passed at a meeting of the concerned Bondholders,
exceeding ` 4033.13 crores at par in one or more tranches in the financial year 2011-12. 2.2. The Bonds shall             Alternatively, the interest warrant will be dispatched along with the Letter(s) of Allotment at the sole risk of the     provided that nothing in such consent or resolution shall be operative against PFC,where such consent or
be secured pursuant to a Debenture Trust Deed and underlying security documents. The Bondholders are                      applicant, to the sole/first applicant. 8.3.2. Interest on application monies received which are liable to be refunded   resolution modifies or varies the terms and conditions governing the Bonds,if modification,variation or abrogation
entitled to the benefit of the Debenture Trust Deed and are bound by andare deemedtohave notice of all the                : We shall pay interest on application money which is liable to be refunded to the applicants in accordance with         is not acceptable to PFC. The registered Bondholder or in case of joint-holders,the person whose name stands
provisions of the Debenture Trust Deed. PFC is issuing the Bonds inaccordance with the Notification No. 52/               the provisions of the SEBI Debt Regulations, or other applicable statutory and/or regulatory requirements,               first in the Register of Bondholders shall be entitled to vote in respect of such Bonds,either by being present
2011.F.No.178/56/2011-(ITA.1) dated September 23, 2011 issued by CBDT. 2.3. The Bonds are issued in the                   subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable,          in person or, where proxies are permitted,by proxy, at any meeting of the concerned Bondholders summoned
form of tax-free, secured, redeemable, non-convertible bonds in the nature of debenture and shall rank pari               from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the          for such purpose and every such Bondholder shall be entitled to one vote on a show of hands and on a poll,his
passu inter se, and subject to any obligations under applicable statutory and/or regulatory requirements, shall           application (being the date of presentation of each application as acknowledged by the Bankers to the Issue)             or her voting rights shall be in proportion to the outstanding nominal value of Bonds held by him or her on every
also, with regard to the amount invested, be secured by creating a charge on the book debts of the company                whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 5% per annum. Such                 resolution placed before such meeting of the Bondholders. Bonds may be rolled over with the consent in writing
and/or identified immovable property by a first /pari passu charge, as may be agreed between the Company                  interest shall be paid along with the monies liable to be refunded. Interest warrant will be dispatched/credited         of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of a Special
and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed. The claims of the Bond holders              (in case of electronic payment) along with the Letter(s) of Refund at the sole risk of the applicant, to the sole/       Resolution passed at a meeting of the concerned Bondholders after providing atleast 21days prior notice for
shall be superior to the claims of any unsecured creditors, subject to applicable statutory and/or regulatory             first applicant. Provided that, notwithstanding anything contained hereinabove, PFC shall not be liable to pay           such roll-over and in accordance with the SEBI Debt Regulations.PFC shall redeem the Bonds of all the
requirements and shall rank pari passu to the claims of the secured creditors of PFC secured against the                  any interest on monies liable to be refunded in case of (a) invalid applications or applications liable to be            Bondholders,who have not given their positive consent to the roll-over. The above rights of Bondholders are
aforesaid assets/properties.                                                                                              rejected, and/or (b) applications which are withdrawn by the applicant. Please refer to “Rejection of Application”       merely indicative.The final rights of the Bondholders will be as per the terms of the Shelf Prospectus, respective
3. Form, FaceValue, Title and Listing etc : 3.1.1. Form of Allotment : The Allotment of the Bonds shall be in a           at page57 of the Tranche Prospectus-1.                                                                                   Tranche Prospectus(es) and Debenture Trust Deed to be executedby PFC with the Debenture Trustee. Special
dematerialized form as well as physical form. PFC has made depository arrangements with CDSL and NSDL                     9. Redemption: 9.1 The face value of the Bonds will be redeemed at par, on the respective Maturity Dates of              Resolution for the purpose of this section is a resolution passed at a meeting of Bondholders of at least three-
for the issuance of the Bonds in dematerialized form, pursuant to the tripartite agreement dated April 26, 2006           each of the Bond Series. 9.2. Procedure for Redemption by Bondholders: The procedure for redemption is set               fourths of the outstanding amount of the Bonds, present and voting. 16.3 Succession: Where Bonds are held
among PFC, CDSL and the Registrar to the Issue and the tripartite agreement dated May 16, 2006 among                      outbelow: 9.2.1. Bonds held in electronic form: No action is required on the part of Bondholders at the time of          in joint names and one of the jointholders dies,the survivor(s) will be recognized as the Bondholder(s) in
PFC, NSDL and the Registrar to the Issue (collectively, “Tripartite Agreements”). PFC shall take necessary steps          maturity of theBonds. 9.2.2. Bonds held in physical form: No action will ordinarily be required on the part of the       accordance with the applicable laws.It will be sufficient for PFC to delete the name of the deceased Bondholder
to credit the Depository Participant account of the Applicants with the number of Bonds allotted in dematerialized        Bondholder at the time of redemption, and the Maturity Amount will be paid to those Bondholders whose                    after obtaining satisfactory evidence of his death, provided that a third person may call on PFC to register his
form.The Bondholders holding the Bonds in dematerialised form shall deal with the Bonds in accordance with                names appear in the Register of Bondholders maintained by PFC on the RecordDate fixed for the purpose of                 name as successor of the deceased Bond holder after obtaining evidence such as probate of a will for the
the provisions of the Depositories Act, 1996 (“Depositories Act”) and/or rules asnotified by the Depositories from        redemption. However,PFC may require the Consolidated Bond Certificate(s), duly dischargedby the soleholder               purpose of proving his title to the Bonds. In the event of demise of the sole or first holder of the Bonds,PFC
time to time. 3.1.2. The Bondholders may rematerialize the Bonds issued in dematerialized form,at any time                or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for           will recognize the executors or administrator of the deceased Bondholders, or the holder of the succession
after Allotment, in accordance with the provisions of the Depositories Act and/or rules as notified by the                redemption on Maturity Date and sent by the Bondholders by registered post with acknowledgment due or by                 certificate or other legal representative as having title to the Bonds only if such executor or administrator obtains
Depositories from time to time. 3.1.3. In case of Bonds issued in physical form,whether on Allotment or on                hand delivery to the Registrar to the Issue or PFC or to such persons at such addresses as may be notified by            and produces probate of will or letter of administration or is the holder of the succession certificate or other legal
rematerialization of Bonds Allotted in dematerialized form,PFC will issue one certificate for each Series of the          PFC from time to time. Bondholders may be requested to surrender the Consolidated Bond Certificate(s) in                 representation, as the case may be, from an appropriate court in India. The Board of Directors of PFC in their
Bonds to the Bondholder for the aggregate amount of the Bonds that are held by such Bondholder (each such                 the manner stated above, not more than three months and not less than one month prior to the Maturity Date               absolute discretion may,in any case, dispense with production of probate of will or letter ofadministration or
certificate, a”Consolidated Bond Certificate”). In respect of the Consolidated Bond Certificate(s), PFC will,on           so as to facilitate timely payment.                                                                                      succession certificate or other legal representation. 16.4 Nomination Facility to Bondholder: 16.4.1: The sole
receipt of a request from the Bond holder with in 30 day so such request,split such Consolidated Bond                     10. Payments: 10.1. Payment of Interest on Bonds: Payment of interest on the Bonds will be made to those                 Bondholder or first Bondholder,along with other joint Bondholders (beingindividual(s)) may nominate any one
Certificate(s) into smaller denominations in accordance with the applicable regulations/rules/act, subject to a           Bondholders whose name appears first in the Register of Bondholders maintained by the Depositories and/                  person (being an individual) who, in the event of death of the sole holder or all the joint-holders, as the case
minimum denomination of one Bond. No fees will be charged for splitting any Consolidated Bond                             or PFC and/or the Registrar to the Issue, as the case may be as, on the Record Date.10.2. Record Date: The record        may be, shall become entitled to the Bond. A person, being a nominee,becoming entitled to the Bond by
Certificate(s)and any stamp duty, if payable,will be paid by the Bondholder.The request to split a Consolidated           date for the payment of interest or the Maturity Amount shall be 15 days prior to the date on which suchamount           reason of the death of the Bondholders, shall be entitled to the same rights to which he will be entitled if he
Bond Certificate shallbe accompanied by the original Consolidated Bond Certificate(s) which will, on                      is due and payable (“Record Date”). In case of redemption of Bonds, the trading in the Bonds shall remain                were the registered holder of the Bond. Where the nominee is a minor,the Bondholders may make a nomination
issuance of the split Consolidated Bond Certificate(s), be cancelled by PFC. 3.2. FaceValue: The face value               suspended between the record date and the date of redemption. 10.3. Effect of holidays on payments: If the date          to appoint any person to become entitled to the Bond(s),in the event of his death,during the minority.A
of each Bond is ` `1,000.; 3.3. Title: 3.3.1. In case of: i) Bond sheld in the dematerialized form, the person            of interest payment or redemption falls on a Saturday, Sunday or a public holiday in Delhi or any other payment          nomination shall stand rescinded on sale of a Bond by the person nominating.A buyer will be entitled to make
for the time being appearing in the register of beneficial owners maintained by the Depositories; and ii) Bonds           centre notified in terms of the Negotiable Instruments Act, 1881,the succeeding Working Day will be considered           a fresh nomination in the manner prescribed. When the Bond is held by two or more persons, the nominee shall
held in physical form, the person for the time being appearing in the Register of Bond holders as Bond holder,            as the effective date.In case the date of payment of interest or principal or any date specified falls on a holiday,     become entitled to receive the amount only on the demise of all the Bondholders.Fresh nominations can be
shall be treated for all purposes by PFC, the Debenture Trustee, the Depositories and all other persons dealing           the payment will be made on the next Working Day,without any interest for the period overdue. 10.4. Whilst PFC           made only in the prescribed form available on request at PFC’s administrative office or at such other addresses
with such persons the holder there of and its absolute owner for all purposes whether or not it is over due and           will use the electronic mode for making payments,where facilities for electronic mode of payments are not                as may be notified by PFC. 16.4.2 The Bondholders are advised to provide the specimen signature of the
regard less of any notice of owner ship, trust or any interest in it or any writing on, the or loss of the Consolidated   available to the Bondholder or where the information provided by the Applicant is in sufficient or incomplete,           nominee to PFC to expedite the transmission of the Bond(s) to the nominee in the event of demise of the
Bond Certificate issue dinre spect of the Bonds and no person will be liable for so treating the Bond holder.             PFC proposes to use other modes of payment to make payments to the Bondholders,including through the                     Bondholders.The signature can be provided in the Application Form or subsequently at the time of making
3.3.2. No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or the        dispatch of cheques through courier, or registered post to the address provided by the Bondholder and appearing          fresh nominations.This facility of providing the specimen signature of the nominee is purely optional. 16.4.3 Any
register of beneficial owners, maintained by the Depositories and/or PFC or the Registrar to the Issue prior to           in the Register of Bondholders maintained by the Depositories and/or PFC and/or the Registrar to the Issue,as            person who becomes a nominee under any applicable laws shall on the production of such evidence as may
the Record Date. In the absence of transfer being registered,interest and/or Maturity Amount, as the case may             the case may be as, on the Record Date.In the case of payment on maturity being made on surrender of the                 be required by PFC’s Board, as the case may be, elect either: (a) to register himself or herself as the holder of
be, will be paid to the person, whose name appears first in the Register of Bond holders maintained by the                Consolidated Bond Certificate(s), PFC will make payments or issue payment instructions to the Bondholders                the Bonds; or (b) to make such transfer of the Bonds, as the deceased holder could have made. 16.4.4.
Depositories and/or PFC and/or the Registrar to the Issue, as the case may be. In such cases, claims, if any,             within 30 days from the date of receipt of the duly discharged Consolidated Bond Certificate(s). PFC shall pay           Notwithstanding anything stated above,Applicants who are allotted bonds in dematerialized form need not
by the purchasers of the Bonds will need to be settled with the seller of the Bonds and not with PFC or the               interest at 2% p.a., over and above the coupon rate of the relevant Bonds,in the event that such payments are            make a separate nomination with PFC. Nominations registered with the respective Depository Participant of
Registrar to the Issue. 3.4. Listing: The Bonds will be listed on BSE. BSE has given their in-principle listing           delayed beyond a period of eight days after PFC becomes liable to pay such amounts. 10.5. PFC’s liability to             the Bondholder will prevail.If the Bondholders require changing their nomination, they are requested to inform
approval vide its letter no. DCS/SP/PI-BOND/04/11-12 dated December 23, 2011. The Designated Stock                        the Bondholders including for payment or otherwise shall stand extinguished from the Maturity Date or on                 their respective Depository Participant.For Applicants who opt to hold the Bonds in physical form,the Applicants
Exchange for the Issue is BSE. 3.5. Market Lot: The Bonds shall be allotted in physical as well as dematerialized         dispatch of the amounts paid by way of principal and/or interest to the Bond holders. Further,PFC will not be            are require to fillin the details for ‘nominees’ as provided in the Application Form. 16.4.5. Further, the Company’s
form. As perthe SEBI Debt Regulations, the trading of the Bonds shall be in dematerialised form only. Since,              liable to pay any interest, income or compensation of any kind accruing subsequent to the Maturity Date.                 Board or Committee of Directors, as the case may be, may at any time give notice requiring any nominee of
the trading of Bonds is in dematerialized form, tradable lot is one Bond (“MarketLot”). For details ofAllotment,          11. Manner and Mode of Payment: 11.1. Manner of Payment: All payments to be made by PFC to the Bondholders               the deceased holder to choose either to be registered himself or herself or to transfer the Bonds, and if the notice
please refer “Issue Structure” beginning on page 31 of the Tranche Prospectus-1. 3.6. Procedure for                       shall be made in any of the following manners: 11.1.1 For Bonds applied or held in electronicform: The bank              is not complied with, within a period of 90 days, the Company’s Board or Committee of Directors, as the case
Rematerialization of Bonds: Bondholders who wish to hold the Bonds in physical form, after having opted for               details will be obtained from the Depositories for payments.Investors who have applied or who are holding the            may be, may thereafter withhold payment of all interests or other monies payable in respect of the Bonds, until
allotment in dematerialised form may do so by submitting are quest to their Depository Participant, in accordance         Bond in electronic form,are advised to immediately update their bank account details as appearing on the                 the requirements of the notice have been complied with.
with the applicable procedure stipulated by the Depository Participant.                                                   records of their Depository Participant. Failure to do so could result in delays in credit of the payments to            17. Debenture Trustee 17.1. PFC has appointed GDA Trustee&Consultancy Limited to act as the Trustee for the
4. Transfer of the Bonds, Issue of Consolidated Bond Certificates, etc.: 4.1. Register of Bondholders :PFCshall           investors at their sole risk and neither the Lead Managers nor PFC shall have any responsibility and undertake           Bondholders.PFC intends to enter into a Debenture Trust Deed with the Debenture Trustee,the terms of which
maintain at its registered office or such other place as permitted by section 152A of the Companies Act, a                any liability for such delays on part of the investors. 11.1.2. For Bonds held in physical form: The bank details        will govern the appointment and functioning of the Debenture Trustee and shall specify the powers, authorities
Register of Bondholders containing such particulars of the legal owners of the Bonds. Further, the register of            will be obtained from the Registrar to the Issue for effecting payments. 11.2. Modes of Payment: The mode of             and obligations of the Debenture Trustee. Under the terms of the Debenture Trust Deed, PFC will covenant
beneficial owners maintained by Depositories for any Bond in dematerialized form under Section11of the                    interest/refund/redemption payments shall be undertaken in the following order of preference: 11.2.1. Direct             with the Debenture Trustee that it will pay the Bondholders the principal amount on the Bonds on the relevant
Depositories Act shall also be deemed to be a Register of Bondholders for this purpose. 4.2. Transfers: 4.2.1.            Credit: Applicants having bank accounts with the Refund Bank,as per the demographic details received from                Maturity Date and also that it will pay the interest due on Bonds on the rate specified under the respective
Transfer of Bonds held in dematerializedform: In respect of Bonds held in the dematerialized form, transfers of           the Depositories shall be eligible to receive funds through direct credit.Charges,if any,levied by the Refund            Tranche Prospectus(es) under which allotment has been made. 17.2. The Bondholders shall,without further act
the Bonds may be effected, only through the Depositories where such Bonds are held, in accordance with the                Bank for the same would be borne by PFC. 11.2.2. NECS: Through NECS for Applicants having an account at                  or deed,be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or
provisions of the Depositories Act and/or rules as notified by the Depositories from time to time. The Bondholder         any of the centers notified by the RBI.This mode of payment will be subject to availability of complete bank             authorised officials to do all such acts,deeds,matters and things in respect of or relating to the Bonds as
shall give delivery instructions containing details of the prospective purchaser’s Depository Participant’s account       account details including the Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque                  theTrustee may in their absolute discretion deem necessary or require to be done in the interest of the
to his Depository Participant. If a prospective purchaser does not have a Depository Participant account, the             leaf, from the Depositories. PFC shall not be responsible for any delay to the Bondholder receiving credit of            Bondholders. Any payment made by PFC to the Debenture Trustee on behalf of the Bond holders shall
Bondholder may rematerialize his or her Bonds and transfer them in amanner as specified in 4.2.2 below. 4.2.2             interest or refund or Maturity Amount so long as PFC has initiated the process in time. 11.2.3. Real Time Gross          discharge PFC protanto to the Bondholders.All the rights and remedies of the Bondholders shall vest in and
Transfer of Bonds in physical form: The Bond smay be transferred by way of a duly executed transfer deed or               Settlement (“RTGS”): Applicants having a bank account with a bank branch which is RTGS enabled as per the                shall be exercised by the Debenture Trustee without reference to the Bondholders. No Bondholder shall be
other suitable instrument of transfer as may be prescribed by PFC for the registration of transfer of Bonds.              information available on the website of RBI and whose payment amount exceeds ` 2.00 lacs shall be eligible               entitled to proceed directly against PFC unless the Debenture Trustee, having become so bound to proceed,failed
Purchasers of Bonds are advised to send the Consolidated Bond Certificate to PFC or to such persons as may                to receive refund through RTGS, provided the demographic details downloaded from the Depositories containing             to do so. 17.3. The Debenture Trustee will protect the interest of the Bondholders in the event of default by PFC
be notified by PFC from time to time. If a purchaser of the Bonds in physical form intends to hold the Bonds              the nine digit MICR code of the Applicant’s bank which can be mapped with the RBI data to obtain the                     in regard to timely payment of interest and repayment of principal and they will take necessary action at PFC’s
in dematerialized form, the Bonds may be dematerialized by the purchaser through his or her Depository                    corresponding Indian Financial System Code(“IFSC”).Charges,if any,levied by the Refund Bank for the same                 cost. Further, the Debenture Trustee shall ensure that the assets of PFC are sufficient to discharge the principal
Participant in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories        would be borne by us. Charges, if any, levied by the Applicant’s bank receiving the credit would be borne by             amount at all time under this Issue.
from time to time. 4.3. Formalities Free of Charge: Registration of a transfer of Bonds and issuance of new               the Applicant. 11.2.4. National Electronic Fund Transfer(“NEFT”): Payment of refund shall be undertaken through          18. Miscellaneous 18.1 Loan against Bonds: The Bonds can be pledged or hypothecated for obtaining loans.18.2.
Consolidated Bond Certificates will be effected without charge by or on behalf of PFC, but on payment (or the             NEFT wherever the Applicants’ bank branch is NEFT enabled and has been assigned the IFSC,which can be                    Lien: PFC shall have the right of set-off and lien, present as well as future on the moneys due and payable to
giving of such indemnity as PFC may require) in respect of any tax or other governmental, charges which may               linked to an MICR code of that particular bank branch.IFSC Code will be obtained from the website of RBI as              the Bondholder or deposits held in the account of the Bondholder,whether in single name or joint name, to
be imposed in relation to such transfer, and PFC being satisfied that the requirements concerning transfers               on a date prior to the date of payment of refund,duly mapped with an MICR code.Wherever the Applicants have              the extent of all outstanding dues by the Bondholder to PFC. 18.3. Lien on Pledge of Bonds: Subject to
of Bonds, have been complied with. 4.4. Debenture Redemption Reserve (“DRR”): Pursuant to Regulation 16                   registered their MICR number and their bank account number while opening and operating the beneficiary                   applicable laws, PFC, at its discretion,may note a lien on pledge of Bonds if such pledge of Bond is accepted
of the SEBI Debt Regulations and Section 117C of the Companies Act, any company that intends to issue                     account,the same will be duly mapped with the IFSC Code of that particular bank branch and the payment will              by any bank, institution or others for any loan provided to the Bondholder against pledge of such Bonds as part
debentures to create a DRR to which adequate amounts shall be credited out of the profits of the company until            be made to the Applicants through this method.The process flow in respect of refunds by way of NEFT is at an             of the funding. 18.4. Joint-holders: Where two or more persons are holders of any Bond(s),they shall be deemed
the redemption of the debentures. Further, the Ministry of Company Affairs (“MCA”) has, through its circular              evolving stage and hence use of NEFT is subject to operational feasibility,cost and process efficiency and the           to hold the same as joint holders with benefits of survivorship subject to applicable laws. 18.5. Sharing of
dated April 18, 2002, specified that public financial institutions shall create a DRR to the extent of 50% of the         past experience of the Registrar to the Issue. In the event NEFT is not operationally feasible,the payment would         Information: PFC may, at its option, use its own, as well as exchange, share or part with any financial or other
value of the debentures issued through public issue. Accordingly, the Company shall create DRR of 50% of                  be made through any one of the other modes as discussed in this section. 11.2.5. Cheques or Demand drafts: By            information about the Bondholders available with PFC,its SPVs and affiliates and other banks,financial
the value of Bonds issued and allotted in terms of the Tranche Prospectus(es), for the redemption of the Bonds.           cheques or demand drafts made in the name of the Bondholders whose names appear in the Register of                       institutions,credit bureaus,agencies,statutory bodies,as may be required and neither PFC nor its SPVs and
The Company shall credit adequate amounts to the DRR from its profits every year until the Bonds are                      Bondholders as maintained by PFC and/or as provided by the Depositories.All Cheques or demand drafts as                  affiliates nor their agents shall be liable for use of the a foresaid information. 18.6. Notices: All notices to the
redeemed. The amounts credited to the DRR shall not be utilized by the Company for any purpose other than                 the case may be,shall be sent by registered/speed post at the Bondholder’s sole risk. 11.3. Printing of Bank             Bondholders required to be given by PFC or the Trustee shall be published in one national daily newspaper
for the redemption of the Bonds.                                                                                          Particulars: As a matter of precaution against possible fraudulent encashment of refund orders and interest/             having wide circulation and/or,will be sent by post/courier to the registered Bondholders from time to time.
5. Application Amount : The Bonds are being issued at par and full amount of face value per Bond is payable               redemption warrants due to loss or misplacement,the particulars of the Applicant’s bank account are mandatorily          18.7. Issue of Duplicate Consolidated Bond Certificate(s): If any Consolidated Bond Certificate is mutilated or
on application. Eligible Applicants can apply for any amount ofthe Bonds subject to a minimum application                 required to be provided for printing on the orders/warrants. Applications without these details are liable to be         defaced it may be replaced by PFC against the surrender of such Consolidated Bond Certificates, provided that
size of Ten Bonds, across any of the Series(s) and in multiples of five Bonds thereafter. The Applicants will be          rejected. However,in relation to Applications for dematerialised Bonds,these particulars will be taken directly          where the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate
allotted the Bonds in accordance with the Basis of Allotment.                                                             from the Depositories.In case of Bonds held in physical form either on account of rematerialization or transfer,the      numbers and the distinctive numbers are legible. If any Consolidated Bond Certificateis destroyed, stolen or
6. Deemed Date of Allotment : Deemed Date of Allotment shall be the date on which the Board of Directors of               Bondholders are advised to submit their bank account details with the Registrar to the Issue before the Record           lost then on production of proof there of to the Issuer’s satisfaction and on furnishing such indemnity/security
the Company or any Committee thereof approves the Allotment of the Bonds for each Tranche Issue. All                      Date,failing which the amounts will be dispatched to the postal address of the Bondholders.Bank account                  and/or documents as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued. The
benefits under the Bonds including payment of interest will accrue to the Bondholders from the Deemed Date                particulars will be printed on the orders/warrants which can then be deposited only in the account specified.            above requirement may be modified from time to time as per applicable law and practice.18.8. Future Borrowings:
of Allotment. Actual Allotment may occur on a date other than the Deemed Date of Allotment.                               12. Special Tax Benefit: For the details of tax benefits, please refer to chapter “Statement of Tax Benefits” on         PFC shall be entitled at any time in the future during the term of the Bonds or thereafter to borrower raise loans
7. Subscription : 7.1 Period of Subscription : The Issue shall remain open for the period mentioned below:                page23 in the Tranche Prospectus-1.                                                                                      or create encumbrances or avail of financial assistance in any form,and also to issue promissory notes or bonds
              Issue Opens on                 :           Friday, December 30, 2011                                        13. Taxation: The Bonds are tax free in nature and the interest on the Bonds will not form part of the total income.     or any other securities in any form, manner, ranking and denomination whatsoever and to any eligible persons
              Issue Closes on                :           Monday, January 16, 2012                                         For further details, please refer to chapter “Statement of Tax Benefits” on page 23 in the Tranche Prospectus-1.         whatsoever, subject to applicable consent, approvals or permission that may be required under any statutory/


                                                                                                                                                                                                                                                                   POWER FINANCE CORPORATION LIMITED                                                                3
                                               IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
regulatory/contractual requirement and to change its capital structure including through the issue of shares of          by demand drafts should be accompanied by a bank certificate confirming that the draft has been issued                 of the Karta. 6. Ensure that the Applicant’s name(s) given in the Application Form is exactly the same as
any class,on such terms and conditions as PFC may deem appropriate,without requiring the consent of, or                  by debiting an NRE or a NRO Account. Applications by NRI’s seeking allotment in physical form shall be                 the name(s) in which the beneficiary account is held with the Depository Participant. In case the Application
intimation to, the Bondholders or the Debenture Trustee in this connection. 18.9. Jurisdiction: The Bonds, the           submitted at the collection centres located at Mumbai, Delhi, Kolkata, Ahmedabad, Hyderabad, Chennai,                  Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names
Trust Deed and other relevant documents shall be governed by and construed in accordance with the laws of                Bangalore, Chandigarh and Bangalore. Application for physical certificates or demat applications may be                and such names are in the same sequence in which they appear in the Application Form 7. Ensure that
India. For the purpose of this Issue and any matter related to or ancillary to the Issue the Courts of New Delhi,        restricted to few centres as given in the respective Tranche Prospectus.The Issuer does not make any representations   you mention your PAN allotted under the IT Act, Please note that it is mandatory for all applicants to
India shall have exclusive jurisdiction.                                                                                 and does not guarantee eligibility of any foreign investor, including inter-alia NRIs and FIIs for investment into     furnish their PAN number as per CBDT Notification. 8. Ensure that the Demographic Details as provided
PROCEDURE FOR APPLICATION                                                                                                the Issue either on a repatriation basis or on a non-repatriation basis. All foreign Investors have to verify their    in the Application Form are updated, true and correct in all respects. 9. Ensure that you have obtained
PFC and the Lead Managers would not be liable for any amendment, modification or change in applicable                    eligibility and ensure compliance with all relevant and applicable RBI - FEMA notifications and guidelines as          all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to
law, which may occur after the date of the Shelf Prospectus and Tranche Prospectus-1.. Investors are                     well as all relevant and applicable SEBI guidelines, notifications and circulars pertaining to their eligibility to    and/or seek allotment of Bonds pursuant to the Issue. 10. Applicant’s Bank Account Details: The Bonds
advised to make their independent investigations and ensure that their Application does not exceed the                   invest in the Issue at the stage of investment in every tranche, at the time of remittance of their investment         shall be allotted in dematerialised and physical form. For instructions on how to apply for Allotment in
investment limits or maximum number of Bonds that can be held by them under applicable law or as                         proceeds as well as at the time of disposal of the Bonds. The Issuer will not check or confirm eligibility of such     the physical form, see “Procedure for Application – Application for Allotment of Bonds in the physical form”
specified in the Shelf Prospectus and theTranche Prospectus-1.                                                           investments into the Issue.                                                                                            on page53 of this Tranche Prospectus-1. In case of Allotment in dematerialised form, the Registrar to the
19. Availability of Prospectus and Application Forms: The abridged prospectus containing salient features                23. Issue and Allotment of Bonds to NRI applicants: We confirm that: i. the rate of interest on each series            Issue will obtain the Applicant’s bank account details from the Depository. The Applicant should note that
of the Prospectus together with Application Forms and copies of the Prospectus may be obtained from                      of Bonds does not exceed the prime lending rate of the State Bank of India as on the date on which the                 on the basis of the name of the Applicant, Depository Participant’s name, Depository Participant’s
our Registered Office and Corporate Office, Lead Managers to the Issue,Lead Brokers for marketing of the                 resolution approving the Issue was passed by our Board, plus 300 basis points; ii. the period for                      identification number and beneficiary account number provided by them in the Application Form, the
Issue, the Registrar to the Issue, as mentioned on the Application Form. In addition, Application Forms                  redemption of each series of Bonds is not less than 3 years; iii. PFC does not and shall not carry on                  Registrar to the Issue will obtain from the Applicant’s beneficiary account, the Applicant’s bank account
would also be made available to BSE where listing of the Bonds is sought. We may provide Application                     agricultural /plantation /real estate business/Trading in Transferable Development Rights (TDRs) and does              details. The Applicants are advised to ensure that bank account details are updated in their respective
Forms for being filled and downloaded at such websites as we may deem fit.                                               not and shall not act as Nidhi or Chit Fund company; iv. We will file the following with the nearest office            beneficiary accounts as these bank account details would be printed on the refund order(s), if any. Failure
20. WHO CAN APPLY : The following categories of persons are eligible to apply in the Issue: Category                     of the Reserve Bank, not later than 30 days from the date A. of receipt of remittance of consideration                 to do so could result in delays in credit of refunds to Applicants at the Applicants sole risk and neither
I: • Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and                     received from NRIs in connection with the Issue, full details of the remittances received, namely; (a) a list          the Lead Managers nor our Company nor the Refund Bank nor the Registrar to the Issue shall have any
Regional Rural Banks, which are authorised to invest in the Bonds; • Provident Funds, Pension Funds,                     containing names and addresses of each NRI applicant who have remitted funds for investment in the                     responsibility and undertake any liability for such delay. 11. Applications under Power of Attorney: Unless
Superannuation Funds and Gratuity Fund, which are authorised to invest in the Bonds; Insurance companies                 Bonds on non-repatriation basis and repatriation basis, (b) amount and date of receipt of remittance and               the Company specifically agree in writing, and subject to such terms and conditions as the Company may
registered with the IRDA; • National Investment Fund; • Mutual Funds; • Foreign Institutional Investors                  its rupee equivalent; and (c) names and addresses of authorised dealers through whom the remittance has                deem fit, in the case of Applications made under power of attorney, a certified copy of the power of
(including sub-accounts); • Companies; bodies corporate and societies registered under the applicable                    been received; The application money for the Bonds has to be paid in cheque or demand drafts only, in                  attorney is required to be lodged separatelyand relevant documents as specified the Shelf Prospectus and
laws in India and authorised to invest in the Bonds; • Public/private charitable/religious trusts which are              rupee denominated currency only; and B. of closure of the Issue, full details of the monies received from              the Tranche Prospectus, along with a copy of the Application Form at the office of the Registrar to the
authorised to invest in the Bonds; • Scientific and/or industrial research organisations, which are authorised           NRI applicants, namely; (a) a list containing names and addresses of each NRI allottee and number of                   Issue simultaneously with the submission of the Application Form, indicating the name of the Applicant
to invest in the Bonds; • Partnership firms in the name of the partners; • Limited liability partnerships                Bonds issued to each of them on non-repatriation basis and repatriation basis, and (b) a certificate from              along with the address, Application number, date of submission of the Application Form, name of the
formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009).               our compliance officer that all provisions of the FEMA Act, and rules and regulations made thereunder                  bank and branch where it was deposited, cheque/demand draft number and the bank and branch on which
Category II: The following investors applying for and amount aggregating to above `5 lakhs across all                    in connection with the issue of non-convertible debentures have been duly complied with. We further                    the cheque/demand draft was drawn. 12. Permanent Account Number: All Applicants should mention their
Series in each tranche • Resident Indian individuals; • Hindu Undivided Families through the Karta and                   confirm that the monies received from NRIs who are allotted Bonds pursuant to the Issue, will not be                   PAN allotted under the Income Tax Act in the Application Form. In case of joint applicants, the PAN of
• Non Resident Indians on repatriation as well as non-repatriation basis. Category III: The following                    utilised for any investment, whether by way of capital or otherwise, in any company or partnership firm or             the first Applicant should be provided and for investors other than individual, PAN of such other investor
investors applying for and amount aggregating to upto and including 5 lakhs across all Series in each                    proprietorship concern or any entity, whether incorporated or not, or for the purpose of re-lending.                   should be provided. The PAN would be the sole identification number for participants transacting in the
tranche. • Resident Indian individuals; • Hindu Undivided Families through the Karta and • Non Resident                  24. Application by Corporates: In case of Applications made by Corporates, each Application form must                  securities markets, irrespective of the amount of the transaction. Further as Per CBDT notification it is
Indians on repatriation as well as non-repatriation basis. Note: Participation of any of the aforementioned              be accompanied by certified copies of (i) the Applicant‘s memorandum of association and articles of                    mandatory for all subscribers to provide their PAN number to PFC. Any Application Form without the PAN
persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with             association; (ii) a power of attorney; (iii) a resolution authorizing the Application and containing operating         is liable to be rejected. Applicants should not submit the GIR Number instead of the PAN as the
the subscription to Indian securities by such categories of persons or entities. Applicants are advised to               instructions; and (iv) specimen signatures of authorized signatories. Failing this, PFC reserves the right to          Application is liable to be rejected on this ground. 13. Joint Applications: Applications may be made in
ensure that applications made by them do not exceed the investment limits or maximum number of Bonds that                accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.            single or joint names (not exceeding three). In the case of joint Applications, all payments will be made
can be held by them under applicable statutory and/ or regulatory provisions. Applicants are advised to ensure           25. Applications by Mutual Funds: In terms of the SEBI (Mutual Funds) Regulations, 1996, as amended,                   out in favour of the first Applicant. All communications will be addressed to the first named Applicant
that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in connection           no mutual fund scheme is allowed to invest more than 15% of its net asset value (the “NAV”) in debt                    whose name appears in the Application Form at the address mentioned therein. 14. Multiple Applications:
with applying for, subscribing to, or seeking allotment of Bonds pursuant to the Issue. The Lead Managers,               instruments issued by a single company, which are rated not below investment grade by a credit rating                  An Applicant may make multiple applications for the total number of Bonds required and the same shall
their associates and affiliates are permitted to subscribe in the Issue. The information below is given for              agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV                  be considered valid. For the purposes of allotment of Bonds under the Issue, applications shall be
the benefit of the investors. PFC, the Lead Managers are not liable for any amendment or modification                    of the scheme with the prior approval of the Board of Trustees and the Board of Asset Management                       grouped based on the PAN, i.e. applications under the same PAN shall be grouped together. Two or
or changes in applicable laws or regulations, which may occur after the date of this Tranche Prospectus-                 Company (the “AMC”). A separate Application can be made in respect of each scheme of an Indian                         more applications will be deemed to be multiple applications if the sole or first applicant is one and the
1. Applications cannot be made by: a) Minors without a guardian name; b) Foreign nationals; c) Persons                   mutual fund registered with SEBI and such Applications shall not be treated as multiple Applications.                  same. For the sake of clarity, two or more applications shall be deemed to be a multiple application for
resident outside India other than NRIs ; d) Overseas Corporate Bodies Applications by FII : A registered                 Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the                    the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same. 15.
Foreign Institutional Investor who purchases the Bonds under this Issue shall make the payment for                       concerned scheme for which Application is being made. In case of Applications made by Mutual Fund                      Applicants are requested to write their names and Application serial number on the reverse of the
purchase of such securities either by inward remittance through normal banking channels or out of funds                  registered with SEBI, a certified copy of their SEBI registration certificate must be submitted with the               instruments by which the payments are made. 16. All Applicants are requested to tick the relevant column
held in Foreign Currency Account or Non-resident Rupee Account maintained by the Foreign Institutional                   Application Form. The Applications must be also accompanied by certified true copies of (i) Trust Deed                 “Category of Investor” in the Application Form. 17. Ensure that the Applications are submitted to the
Investor with a designated branch of an authorised dealer in terms of the applicable regulations governing               (ii) resolution authorizing investment and containing operating instructions and (iii) specimen signatures             Bankers to the Issue and/ or their branches receiving the applicationsas may be specified before Issue
the same. The Issuer does not make any representations and does not guarantee eligibility of any foreign                 of authorized signatories. Failing this, PFC reserves the right to accept or reject any Application in whole           Closing Date.
investor, including inter-alia NRIs and FIIs for investment into the Issue either on a repatriation basis or on a        or in part, in either case, without assigning any reason thereof.                                                      34. DONT’s: 1. Do not make an application for lower than the minimum Application size. 2. Do not make
non-repatriation basis. All foreign Investors have to verify their eligibility and ensure compliance with all relevant   26. Application by Commercial Banks, Co-operative Banks and Regional Rural Banks: Commercial banks, Co-                application for no. of Bonds, other than multiple of five. 3. Do not pay the Application Amount in cash,
and applicable RBI - FEMA notifications and guidelines as well as all relevant and applicable SEBI guidelines,           operative banks and Regional Rural Banks can apply in the Issue based upon their own investment limits                 by money order or by postal order or by stock-invest. 4. Do not send Application Forms by post; instead
notifications and circulars pertaining to their eligibility to invest in the Issue at the stage of investment in every   and approvals. The Application must be accompanied by certified true copies of (i) a board resolution                  submit the same to a Bankers to the Issue or any of their branches receiving the applications only. 5. Do
tranche, at the time of remittance of their investment proceeds as well as at the time of disposal of the Bonds.         authorising theinvestment; (ii) a letter of authorization. Failing this, PFC reserves the right to accept or           not submit the GIR number instead of the PAN, as the Application Form is liable to be rejected on this
The Issuer will not check or confirm eligibity of such investments into the Issue.                                       reject any Application in whole or in part, in either case, without assigning any reason thereof.                      ground. 6. Do not submit the Application Forms without the full Application Amount for the number of
21. Investments by FIIs: As per the current regulations, the following restrictions are applicable for investments       27. Application by Insurance Companies: In case of Applications made by insurance companies registered                 Bonds applied for. 7. Do not fill up the Application Form such that the Bonds applied for exceeds the issue
by FIIs: The present limit for investment in corporate debt Instruments like non-convertible debentures/                 with the Insurance Regulatory and Development Authority, a certified true copy of certificate of registration          size and/or investment limit or maximum number of Bonds that can be held under the applicable laws
bonds by FIIs is USD 25 billion. Following the announcement by the Union Finance Minister Shri. Pranab                   issued by Insurance Regulatory and Development Authority must be attached to the Application Form.                     or regulations or maximum amount permissible under the applicable regulations; For further instructions,
Mukherjee in his budget 2011-12, the Government in consultation with the regulators had raised the limit                 Each Application must be accompanied by certified copies of (i) the Applicant‘s memorandum of association              investors are advised to read the relevant tranche prospectus and Application Form carefully.
for FII investment in long-term corporate bonds issued by companies in the infrastructure sector from USD                and articles of association; (ii) a power of attorney; (iii) a resolution authorising the Application and              35. Applications forAllotment of Bonds in the physical form: Applicant(s) who wish to subscribe to, or hold,
5 billion to USD 25 billion. This scheme was operationalized vide SEBI circular CIR/IMD/FIIC/5/2011                      containing operating instructions; and (iv) specimen signatures of authorized signatories. Failing this, PFC           the Bonds in physical form can do so in terms of Section 8(1) of the Depositories Act and the Company
dated March 31, 2011. The present limit for investment in corporate debt Instruments like non-convertible                reserves the right to accept or reject any Application in whole or in part, in either case, without assigning          is obligated to fulfill such request of the Applicant(s). Accordingly, any Applicant who wishes to subscribe
debentures / bonds by FIIs is USD 25 billion as per SEBI circular CIR/IMD/FIIC/18 /2011, dated September                 any reason thereof.                                                                                                    to the Bonds in physical form shall undertake the following steps: (i) Please complete the Application Form
30, 2011, which is split as follows : i. USD 3 billion is separate for Qualified Foreign Investor (“QFI”)                28. Application by Trusts: In case of Applications made by trusts, settled under the Indian Trusts Act, 1882,          in all respects, by providing all the information including PAN and demographic details. However, do not
investing through the mutual fund route. With regard to the carve out investment limits of USD 5 billion                 as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India,            provide the Depository Participant details in the Application Form. The requirement for providing Depository
out of the remaining USD 22 billion for FII investments in Long-term infrastructure bonds the investment                 must submit a (i) certified copy of the registered instrument for creation of such trust, (ii) Power of Attorney,      Participant details shall be mandatory only for the Applicants who wish to subscribe to the Bonds in
limits are provided in the subsequent paragraphs (ii and iii); ii. FIIs can invest in long-term infra bonds,             if any, in favour of one or more trustees thereof, (iii) such other documents evidencing registration thereof          dematerialised form. (ii) Please provide the following documents along with the Application Form: (a)
subject to the USD 5 billion limit, in bonds which have an initial maturity of five years or more at the time            under applicable statutory/regulatory requirements. Failing this, PFC reserves the right to accept or reject           Self-attested copy of the PAN card; (b) Self-attested copy of the proof of residence. Any of the following
of issue and residual maturity of one year at the time of first purchase by FIIs. These investments are                  any Applications in whole or in part, in either case, without assigning any reason thereof. Further, any               documents shall be considered as a verifiable proof of residence: ● ration card issued by the GoI; or ●
subject to a lock-in period of one year. FIIs can, however, trade amongst themselves but cannot sell to                  trusts applying for Bonds pursuant to the Issue must ensure that (a) they are authorised under applicable              valid driving license issued by any transport authority of the Republic of India; or ● electricity bill (not older
domestic investors during the lock-in period of one year; iii. Further, FIIs can invest in Long-term infrastructure      statutory/regulatory requirements and their constitution instrument to hold and invest in bonds, (b) they              than three months); or ● landline telephone bill (not older than three months); or ● valid passport issued
bonds upto the balance USD 17 billion which have an initial maturity of five years or more at the time                   have obtained all necessary approvals, consents or other authorisations, which may be required under                   by the GoI; or ● Voter’s Identity Card issued by the GoI; or ● passbook or latest bank statement issued
of issue and residual maturity of three years at the time of first purchase by FIIs. These investments are               applicable statutory and/or regulatory requirements to invest in bonds, and (c) applications made by them              by a bank operating in India; or ● leave and license agreement or agreement for sale or rent agreement
also subject to a lock-in period of three year. FIIs can, however, trade amongst themselves but cannot sell              do not exceed the investment limits or maximum number of Bonds that can be held by them under                          or flat maintenance bill; (c) Self-attested copy of a cancelled cheque of the bank account to which the
to domestic investors during the lock-in period of three years. The Reserve Bank of India (RBI) vide its                 applicable statutory and or regulatory provisions.                                                                     amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited.
notificationnumber RBI/2011-12/244 A.P. (DIR Series) Circular No. 42 dated November 03, 2011 has                         29. Applications under Power of Attorney: In case of Investments made pursuant to a power of                           The Applicant shall be responsible for providing the above information accurately. Delays or failure in
revised the terms of investment by Foreign Institutional Investors (FIIs) and the subjective conditions. The             attorney,Category I Investors a certified copy of the power of attorney or the relevant resolution or authority,       credit of the payments due to inaccurate details shall be at the sole risk of the Applicants and neither the
modifications stipulated in the aforesaid notification are as follows: 1. FII’s can now invest in non-                   as the case may be, along with a certified copy of the memorandum of association and articles of                       Lead Managers nor the Company shall have any responsibility and undertake any liability for the same.
convertible debentures/bonds issued by with “Infrastructure Finance Companies” who are Non-Banking                       association and/or bye lawsand/or charter documents, as applicable,and/or charter documents, as applicable,            Applications for Allotment of the Bonds in physical form, which are not accompanied with the aforestated
Financial Companies (NBFC’s) up to a limit of USD 5 Billion within the overall USD 25 Billion limit. 2.                  must be lodged along with the Application Form. Incase of Investments made pursuant to a power of                      documents may be rejected at the sole discretion of the Company. In relation to the issuance of the
The three year lock in period in respect of investments by FIIs up to USD five billion within the overall                attorney by Category II and Category III investors, a certified copy of the power of attorney must be lodged           Bonds in physical form, note the following: (i) An Applicant has the option to seek Allotment of Bonds
limit of USD 25 Billion stands reduced to one year. 3. The five year residual maturity on an instrument                  along with the Application Form.                                                                                       in either electronic or physical mode. No partial Application for the Bonds shall be permitted and is liable
purchased by an FII now refers to the original maturity date of the instrument. The lock in period will be               30. Application Size: Applications are required to be for a minimum of Ten Bonds and multiples of Five                 to be rejected. (ii) In case of Bonds that are being issued in physical form, the Company will issue one
computed from the original maturity date of the investment. 4. These changes would also apply for                        Bonds thereafter.                                                                                                      certificate to the Bondholder for the aggregate amount of the Bonds that are applied for (each such
Qualified Foreign Investors (QFI) investment in units of mutual fund debt schemes within the limit of USD                31. Application Forms: The prescribed colour of the Application Form for the various categories is as                  certificate a “Consolidated Bond Certificate”). (ii ) Any Applicant who provides the Depository Participant
three billion. Additionally, there has been an increase in the FII investment limit in corporate bonds by                follows: CATEGORY ; COLOUR OF APPLICATION FORM: Following investors under Category I: Public                           details in the Application Form shall be allotted the Bonds in dematerialised form only. Such Applicant shall
US$ 5 billion, raising the overall cap to US $ 20 Billion. This incremental limit can be invested in listed              Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural                not be allotted the Bonds in physical form. (iv) No separate Applications for issuance of the Bonds in
corporate bonds vide SEBI Circular CIR/IMD/FIIC/20/2011, dated November 18, 2011. Subject to compliance                  Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorised                    physical and electronic form should be made. If such Applications are made, the Application for the Bonds
with all applicable Indian laws, rules, regulations guidelines and approvals in terms of Regulation 15A(1)               to invest in the Bonds, Insurance companies registered with the IRDA, National Investment Fund, Mutual                 in physical mode shall be rejected. This shall be considered as a ground for technical rejection. (v) The
of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as                    Funds and Foreign Institutional Investors which are eligible to invest in the Bonds.: Pink. All other                  Company shall dispatch the Consolidated Bond Certificate to the address of the Applicant provided in the
amended (the “SEBI FII Regulations”), an FII, as defined in the SEBI FII Regulations, may issue or                       category of Investors including eligible NRI applicants, eligible to invest in theIssue that are not covered           Application Form after completion of requisite procedure. All terms and conditions disclosed in the
otherwise deal in offshore derivative instruments (as defined under the SEBI FII Regulations as any                      above : White                                                                                                          relevant tranche prospectus in relation to the Bonds held in physical form pursuant to rematerialisation
instrument, by whatever name called, which is issued overseas by an FII against securities held by it that               32. Instructions for Completing the Application Form : Applications should be: (a) Made only in the prescribed         shall be applicable mutatis mutandis to the Bonds issued in physical form.
are listed or proposed to be listed on any recognized stock exchange in India, as its underlying) directly               Application Form. (b) Completed in block letters in English as per the instructions contained in the                   36. Applications for Allotment of Bonds in the dematerialised form : As per the provisions of the Depositories
or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are             Tranche Prospectus(es) and in the Application Form, and are liable to be rejected if not so completed.                 Act, the Bonds can be held in dematerialised form, i.e., they shall be fungible and be represented by a
regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued               Applicants should note that the Bankers to the Issue will not be liable for errors in data entry due to                statement issued through electronic mode. In this context, the Tripartite Agreements have been executed
after compliance with “know your client” norms. An FII is also required to ensure that no further issue or               incomplete or illegible Application Forms. (c) In single name or in joint names (not more than three, and              between our Company, the Registrar to the Issue and the respective Depositories for offering depository
transfer of any offshore derivative instrument is made by or on behalf of it to any persons that are not                 in the same order as their Depository Participant details (in case of applicants opting for allotment in               option to the Bondholders. (a) All Applicants can seek Allotment in dematerialised mode or in physical
regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations.                      dematerialized form) andshould be applied by Karta in case of HUF (d) Applications are required to be                  form. Applications made for receiving Allotment in the dematerialised form without relevant details of his
Further, as per FEMA, an FII may purchase, on repatriation basis, these Bonds, either directly from the                  for a minimum of 10 Bonds and in multiples of 5 Bonds thereafter. (e) Thumb impressions and signatures                 or her depository account are liable to be rejected. (b) An Applicant applying for the Bonds must have
issuer of such securities or through a registered stock broker on a recognised stock exchange in India;                  other than in English/ Hindi/ Gujarati/ Marathi or any of the other languages specified in the Eighth                  at least one beneficiary account with any of the Depository Participants of either of the Depositories, prior
Provided that i) the FII shall restrict allocation of its total investment between equity and debt instruments           Schedule to the Constitution of India must be attested by a Magistrate or Notary Public or a Special                   to making the Application. (c) The Applicant must necessarily fill in the details (including the Beneficiary
(including dated Government Securities and Treasury Bills in the Indian capital market) in the ratio of                  Executive Magistrate under his official seal. (f) All Application Forms duly completed together with cheque/           Account Number and Depository Participant’s identification number) appearing in the Application Form.
70:30, and ii) if the FII desires to invest upto 100 per cent in dated Government Securities including                   bank draft for the amount payable on application must be delivered before the closing of the subscription              (d) Allotment to an Applicant will be credited in electronic form directly to the beneficiary account (with
Treasury Bills, nonconvertible debentures/bonds issued by an Indian company, it shall form a 100% debt                   list to any of the Bankers to the Public Issue or collection centre(s) as may be specified before the closure          the Depository Participant) of the Applicant. (e) Names in the Application Form should be identical to
fund and get such fund registered with SEBI.                                                                             of the Issue. No receipt would be issued for the Application money. However, the Bankers to the Issue                  those appearing in the account details in the Depository. In case of joint holders, the names should
22. Applications by NRIs: We propose to issue Bonds to NRIs on a repatriable as well as non-repatriable                  and/ ortheir branches receiving the applications, on receiving the Applications will acknowledge receipt               necessarily be in the same sequence as they appear in the account details in the Depository. (f) If
basis. NRI applicants should note that only such applications as are accompanied by payment in Indian                    by stamping (mandatorily having a date stamp) and returning the acknowledgment slip to the Applicant.                  incomplete or incorrect details are given under the heading ‘Applicant’s Depository Account Details’, in
Rupees only shall be considered for Allotment. An NRI can apply for Bonds offered in the Issue subject                   (g) Every applicant should hold valid Permanent Account Number (PAN) and mention the same in the                       the Application Form, it is liable to be rejected. (g) The Applicant is responsible for the correctness of his
to the conditions and restrictions contained in the FEMA (Borrowing or Lending in Rupees) Regulations,                   Application Form. (h) All applicants are required to tick the relevant column of “Category of Investor” in             or her demographic details given in the Application Form vis-à-vis those with his or her Depository
2000, and other applicable statutory and/or regulatory requirements including the interest rate requirement              the Application Form. All Applications by Public Financial Institutions, Statutory Corporations, Commercial            Participant. (h) Bonds in electronic form can be traded only on the stock exchanges having electronic
as provided in the CBDT Notification. Allotment of Bonds to NRIs shall be subject to the application                     Banks, Cooperative Banks and Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds                connectivity with the Depositories. BSE and NSE, where the Bonds are proposed to be listed, have
monies paid by the NRI as described below: 1. In case of NRIs applying under repatriation basis: If it is                and Gratuity Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds                electronic connectivity with the Depositories. (i) The trading of the Bonds shall be in dematerialised form
received either by inward remittance of freely convertible foreign exchange through normal banking channels              and Foreign Institutional Investors applicants shall be received only by the Lead Managers and their respective        only. Allottees will have the option to re-materialise the Bonds so Allotted as per the provisions of the
i.e. through rupee denominated demand drafts/cheque drawn on a bank in India or by transfer of funds                     affiliates. (i) APPLICANTS MAY NOTE THAT THE ALLOTMENT SHALL ON FIRST CUM FIRST SERVE                                  Companies Act and the Depositories Act. In addition to the above, certain additional documents are
held in the investor’s rupee denominated accounts i.e. Non Resident External (NRE) account maintained                    BASIS ONLY AS DESCRIBED UNDER THE HEADING-”BASIS OF ALLOTMENT”. (j) Applications for all                               required to be submitted by the following entities: (a) With respect to Investments by FIIs and Mutual
with an RBI authorised dealer or a RBI authorised bank in India.Payment will not be accepted out of Non-                 the Series of Bonds may be made in a single Application Form only. PFC would allot Tranche-1 Series-                   Funds, a certified copy of their SEBI registration certificate must be lodged along with the Application
Resident Ordinary (NRO) Account of the Non-Resident Indians applying on a repatriation basis. Payment                    II Bonds which have the longest maturity to all valid applications, wherein the applicants have not indicated          Form. (b) With respect to Investments by insurance companies registered with the Insurance Regulatory
by demand draft by a Non-Resident on repatriable basis should be accompanied by a bank certificate                       their choice of the relevant series of Bonds in their Application Form.                                                and Development Authority, in addition to the above, a certified copy of the certificate of registration
confirming that the draft has been issued by debiting a NRE Account. 2. In case of NRIs applying under                   33. General Instructions: DO’s 1. Check if you are eligible to apply. 2. Read all the instructions carefully and       issued by the Insurance Regulatory and Development Authority must be lodged along with the Application
non-repatriation basis: If it is received either by inward remittance of freely convertible foreign exchange             complete the Application Form. 3. Applications are required to be in single or joint names (not more than              Form. (c) With respect to Investments made by limited liability partnerships registered under the Limited
through normal banking channels i.e. through rupee denominated demand drafts/cheque drawn on a bank                      three). 4. If Allotment of Bonds is sought in the dematerialised form, ensure that the details about the               Liability Partnership Act, 2008, a certified copy of certificate of registration issue
in India or by transfer of funds held in the investor’s rupee denominated accounts i.e.. Non-resident                    Depository Participant and Beneficiary Account are correct and the beneficiary account is active. 5. In case           PAYMENT INSTRUCTIONS
Ordinary (NRO) account and Non Resident External (NRE) maintained with an RBI authorised dealer or                       of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in                 37. Escrow Mechanism: The Company shall open Escrow Account(s) with one or more Escrow Collection
a RBI authorised bank in India.. In the case of Bids by NRIs applying on a non-repatriation basis, payment               the Application Form as “XYZ Hindu Undivided Family applying through PQR”, where PQR is the name                       Bank(s) in whose favour the Applicants shall make out the cheque or demand draft in respect of his or

  4          POWER FINANCE CORPORATION LIMITED
                                            IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
her Application. Cheques or demand drafts received for the Application Amount from Applicants would              Bonds under the Issue, applications shall be grouped based on the PAN, i.e. applications under the same          first serve basis (determined on the basis of date of receipt of each application duly acknowledged by the
be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the tranche                 PAN shall be grouped together and treated as one application. Two or more applications will be deemed            Bankers to the Issue); Allotments, in consultation with the Designated Stock Exchange, shall be made
prospectus(es) and the Escrow Agreement. The Escrow Collection Banks, for and on behalf of the Applicants,       to be multiple applications if the sole or first applicant is one and the same. For the sake of clarity, two     on a first-come first-serve basis, based on the date of submission of each application to the Bankers to
shall maintain the monies in the Escrow Account until the creation of security for the Bonds. The Escrow         or more applications shall be deemed to be a multiple application for the aforesaid purpose if the PAN           the Issue, in each Portion subject to the Allocation Ratio. (b) Under Subscription: If there is any under
Collection Banks shall not exercise any lien whatsoever over the monies deposited therein and shall hold         number of the sole or the first applicant is one and the same; C. Depository Arrangements: We have               subscription in any Portion, priority in allotments will be given in the following order: i. Category III Portion
the monies therein in trust for the Applicants. On the Designated Date, the Escrow Collection Banks shall        entered into Tripartite Agreement dated May 16, 2006 among us, the Registrar to the Issue and NSDL               ii. Category II Portion iii. Category I Portion on a first come first serve basis within each Portion. (c) For
transfer the funds represented by Allotment of the Bonds from the Escrow Account, as per the terms of            and dated April 16, 2006, among us, the Registrar to the Issue and CDSL, respectively for offering               each Portion, all applications received on the same day by the Bankers to the Issue would be treated at
the Escrow Agreement, into the Public Issue Account maintained with the Bankers to the Issue, provided           depository option to the investors and for issue and holding of the Bonds in dematerialised form. As per         par with each other. Allotment to applications received on the same date would be on proportionate basis,
that the sums received in respect of the Issue will be kept in the Escrow Account and the Company will           the provisions of the Depositories Act, 1996, the Bonds issued by us can be held in a dematerialized form        where Bonds applied for exceeds Bonds to be allotted for each Portion respectively. (d) Minimum
have access to such funds only after creation of security for the Bonds. The amount representing the             as described under the heading - “Applications for Allotment of Bonds in dematerialized form” in this            allotments of 1 Bond and in multiples of 1 Bond thereafter would be made in case of each valid
Applications that have been rejected shall be transferred to the Refund Account. Payments of refund to           chapter; D. Communications: All future communications in connection with Applications made in the                application. (e) Allotments in case of oversubscription: In case of an oversubscription, allotments to the
the Applicants shall be made from the Refund Account are per the terms of the Escrow Agreement and               Issue should be addressed to the Registrar to the Issue, quoting all relevant details regarding the Applicant    maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate
the tranche prospectus(es). Accordingly, PFC shall open and maintain a separate escrow account with the          and its Application. Applicants can contact our Compliance Officer as well as the contact persons of the         basis, i.e. full allotment of Bonds to the applicants on a first come first basis up to the date falling 1 (one)
Escrow Collection Bank(s) in connection with all application monies received from NRIs (“NRI Escrow              Lead Managers and the Registrar to the Issue in case of any Issue related problems such as non-receipt           day prior to the date of oversubscription and proportionate allotment of Bonds to the applicants on the
Account”). All application monies received from NRI applicants shall be deposited in the NRI Escrow              of allotment advice/credit of Bonds in the Depositary’s beneficiary account/refund orders, etc.                  date of oversubscription (based on the date of submission of each application to the Bankers to the Issue,
Account maintained with each Escrow Collection Bank. Upon creation of security as disclosed in the               43. Rejection of Applications: The Company reserves it’s full, unqualified and absolute right to accept or       in each Portion). (f) Proportionate Allotments: For each Portion, on the date of oversubscription: i. Allotments
Debenture Trust Deed, the Escrow Collection Bank(s) shall transfer the monies from the NRI Escrow                reject any Application in whole or in part and in either case without assigning any reason thereof.              to the applicants shall be made in proportion to their respective application size, rounded off to the
Accounts to a separate bank account, (“NRI Account”), which shall be different from the Public Issue             Application would be liable to be rejected on one or more technical grounds, including but not restricted        nearest integer, ii. If the process of rounding off to the nearest integer results in the actual allocation of
Account. PFC shall at all times ensure that any monies kept in the NRI Escrow Account and/or the NRI             to: ● Number of Bonds applied for is less than the minimum Application size; ● Applications not duly             Bonds being higher than the Issue size, not all applicants will be allotted the number of Bonds arrived
Account shall be utilised only in accordance with applicable statutory and/or regulatory requirements. PFC       signed by the sole/joint Applicants; ● Application amount paid not tallying with the number of Bonds             at after such rounding off. Rather, each applicant whose allotment size, prior to rounding off, had the
shall open and maintain a separate escrow account with the Escrow Collection Bank(s) in connection with          applied for; ● Applications for a number of Bonds which is not in a multiple of five; ● Investor category        highest decimal point would be given preference, iii. In the event, there are more than one applicant
all application monies received from FIIs (“FII Escrow Account”). All application monies received from FII       not ticked; ● Bank account details not given; ● Applications by persons not competent to contract under          whose entitlement remain equal after the manner of distribution referred to above, PFC will ensure that
applicants shall be deposited in the FII Escrow Account maintained with each Escrow Collection Bank.             the Indian Contract Act, 1872, as amended, including a minor without a guardian name; ● In case of               the basis of allotment is finalised by draw of lots in a fair and equitable manner. (g) Applicant applying
Upon creation of security as disclosed in the Debenture Trust Deed, the Escrow Collection Bank(s) shall          Applications under Power of Attorney where relevant documents not submitted; ● Application by stock-             for more than one series of Bonds: If an applicant has applied for more than one series of Bonds, and
transfer the monies from the FII Escrow Accounts to a separate bank account, (“FII Account”), which shall        invest or accompanied by cash / money order / postal order; ● Applications without PAN; and ● GIR                in case such applicant is entitled to allocation of only a part of the aggregate number of Bonds applied
be different from the Public Issue Account. PFC shall at all times ensure that any monies kept in the FII        number furnished instead of PAN; ● Applications for amounts greater than the maximum permissible                 for, the Series-wise allocation of Bonds to such applicants shall be in proportion to the number of Bonds
Escrow Account and/or the FII Account shall be utilised only in accordance with and subject to the               amounts prescribed by applicable regulations; ● Applications by persons/entities who have been debarred          with respect to each Series, applied for by such applicant, subject to rounding off to the nearest integer,
restrictions provided in applicable statutory and/or regulatory requirements.                                    from accessing the capital markets by SEBI; ● Applications by any persons outside India, barring                 as appropriate in consultation with Lead Managers and Designated Stock Exchange. All decisions pertaining
38. Method of payment of purchase consideration for FII: FIIs shall make the payment for purchase of such        applications made by NRIs on a non-repatriable and applications made by NRIs under a repatriable basis           to the basis of allotment of Bonds pursuant to the Issue shall be taken by PFC in consultation with the
securities either by inward remittance through normal banking channels or out of funds held in Foreign           and FIIs as described above; ● For option to hold Bonds in electronic/dematerialised form, Depository            Lead Managers and the Designated Stock Exchange and in compliance with the aforementioned provisions
Currency Account or Non-resident Rupee Account maintained by the Foreign Institutional Investor with a           Participant identification number, Client ID and PAN mentioned in the Application Form do not match              of the Tranche Prospectus-1 and Shelf Prospectus. PFC has the discretion to close the Issue irrespective
designated branch of an authorised dealer with the approval of Reserve Bank of India. The payment of             with the Depository Participant identification number, Client ID and PAN available in the records with the       of whether any of the Portion(s) are fully subscribed. PFC would allot Tranche-1 Series -II Bonds to all
the application money shall be made in cheque or demand draft in rupee denominated currency only.                depositories; ● Application under power of attorney or by limited companies, corporate, trust etc., where        valid applications, wherein the applicants have not indicated their choice of the relevant Series of Bonds.
39. Payment into Escrow Account: Each Applicant shall draw a cheque or demand draft or remit the funds           relevant documents are not submitted; ● Address not provided in case of exercise of option to hold Bonds         48. Allotment Advice/Refund Orders: The unutilised portion of the application money will be refunded to
electronically through the mechanisms for the Application Amount as per the following terms: (a) All             in physical form; ● Copy of KYC documents not provided in case of option to hold Bonds in physical               the applicant by an A/c Payee cheque/demand draft. In case the at par facility is not available, PFC
Applicants would be required to pay the full Application Amount for the number of Bonds applied for,             form; and ● Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks,         reserves the right to adopt any other suitable mode of payment. We may enter into an arrangement with
at the time of the submission of the Application Form. (b) The Applicants shall, with the submission of          Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund,                    one or more banks in one or more cities for refund to the account of the applicants through Direct Credit/
the Application Form, draw a payment instrument for the full Application Amount in favour of the Escrow          Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds and Foreign                 RTGS/NEFT. PFC shall credit the allotted Bonds to the respective beneficiary accounts/dispatch the
Account and submit the same to Bankers to the Issue. If the payment is not made favouring the Escrow             Institutional Investors applications not procured by the Lead Managers or their respective affiliates. ●         Letter(s) of Allotment or Letter(s) of Regret/Refund Orders to all applicants by Registered Post/Speed Post
Account along with the Application Form, the Application shall be rejected. (c) The payment instruments          Applications made by investors belonging to a particular Category on an application form meant for other         at the applicant’s sole risk, within 30 days from the date of closure of the Issue. Further, a) Allotment of
from non – NRI and non – FII applicants shall be payable in the “PFC Tax Free Bonds-Escrow Account”Escrow        applicants and vice-versa. ● Bank certificate not provided along with demand draft for NRI Applicants.           Bonds offered to the public shall be made within a time period of 30 days from the date of closure of
Account. (d) The payment instrument from NRI applicants shall be payable in the NRI Escrow Account as            ● In case of NRI applications if the money is received from NRO account and the account number                   the Issue; b) Credit to demat account will be given within 2 working days from the date of allotment c)
“PFC Tax Free Bonds-NRI Escrow Account”. (e) The payment instrument from FII applicants shall be                 mentioned in the application form is a repatriable account ● In case of NRI applications in physical form        Interest at a rate of 15 per cent per annum will be paid if the allotment has not been made and/or the
payable in “PFC Tax Free Bonds-FII Escrow Account”. (f) The monies deposited in the Escrow Account wil           (on repatriable basis) submitted at collection centres other than the centres designated for submitting the      Refund Orders have not been dispatched to the applicants within 30 days from the date of the closure
be held for the benefit of the Applicants until the Designated Date. (g) On the Designated Date, the             application forms by NRI applicants for allotment in physical form. The collecting bank shall not be             of the Issue, for the delay beyond 30 days. d) PFC will provide adequate funds to the Registrars to the
Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow          responsible for rejection of the Application on any of the technical grounds mentioned above. Application        Issue, for this purpose.
Agreement into the Public Issue Account with the Bankers to the Issue. The Escrow Collection Bank shall          Forms received after the closure of the Issue shall be rejected. In the event, if any Bond(s) applied for is/    49. Filing of the tranche prospectus(es) with the Stock Exchanges: A copy of the tranche prospectus(es) shall
also refund all amounts payable to Applicants whose Applications have not been allotted Bonds. (h)               are not Allotted, the Application monies in respect of such Bonds will be refunded, as may be permitted          be filed with the BSE.
Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative                 under the provisions of applicable laws.                                                                         50. Pre-Issue Advertisement: PFC shall, on or before the Issue Opening Date, publish a pre- Issue
bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at          44. Basis of Allotment : The subscription list for the Issue shall remain open for subscription at the           advertisement, in the form prescribed by the SEBI Debt Regulations, in one national daily newspaper with
the centre where the Application Form is submitted. Outstation cheques/bank drafts drawn on banks not            commencement of banking hours and close at the close of banking hours, with an option for early closure          wide circulation.
participating in the clearing process will not be accepted and applications accompanied by such cheques          (subject to the Issue being open for a minimum of 3 days i.e. till January 2, 2012) or extension by such         51. IMPERSONATION: Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of
or bank drafts are liable to be rejected. (i) Cash/ stock-invest/money orders/ postal orders will not be         period, upto a period of 30 days from the date of opening of the Issue, as may be decided by the Board           Section 68 A of the Companies Act, which is reproduced below: “Any person who: (a) makes in a fictitious
accepted.                                                                                                        of Directors/ Committee of the Company. In the event of such early closure of the subscription list of the       name, an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise
40. Submission of Application Forms: All Application Forms duly completed and accompanied by account             Issue, our company shall ensure that public notice of such early closure is published on or before the day       induces a company to allot, or register any transfer of shares, therein to him, or any other person in a
payee cheques or drafts shall be submitted to the designated collection banks during the Issue Period.           of such early date of closure through advertisement/s in a leading national daily newspaper. PFC shall           fictitious name, shall be punishable with imprisonment for a term which may extend to five years.”
No separate receipts shall be issued for the money payable on the submission of Application Form.                finalise the Basis of Allotment in consultation with the Lead Managers and the Designated Stock Exchange         52. Listing: The Bonds will be listed on BSE.BSE has given its In-principle listing approval vide its letter
However, the collection banks will acknowledge the receipt of the Application Forms by stamping and              and in compliance with the aforementioned provisions of the relevant Tranche Prospectus. The Designated          no.DCS/SP/PI-BOND/04/11-12 dated December 13, 2011. If the permission to deal in and for an official
returning to the Applicants the acknowledgement slip. This acknowledgement slip will serve as the                Stock Exchange along with PFC, Lead Managers and the Registrar shall be responsible for ensuring that            quotation of the Bonds are not granted by BSE, we shall forthwith repay, without interest, all such moneys
duplicate of the Application Form for the records of the Applicant. Applications shall be deemed to have         the Basis of Allotment is finalised in a fair and proper manner.                                                 received from the Applicants in pursuance of the tranche prospectus(es). The Company shall use best
been received by us only when submitted to Bankers to the Issue at their designated branches as detailed         45. Grouping of Applications and Allocation Ratio: Applications received from various applicants shall be        efforts to ensure that all steps for the completion of the necessary formalities for listing at the Stock
above and not otherwise. All applications by Public Financial Institutions, Statutory Corporations, Commercial   grouped together on the following basis: i) Applications received from Category I applicants: Applications       Exchanges are taken within fifteen Working Days from the date of Allotment.
Banks, Co-operative Banks and Regional Rural Banks, Provident Funds, Pension Funds, Superannuation Funds         received from Category I, shall be grouped together, (“Category I Portion”); ii) Applications received from      53. Utilisation of Application Money: The sums received in respect of the Issue will be kept in the Escrow
and Gratuity Fund, Insurance companies registered with the IRDA, National Investment Fund, Mutual Funds          Category II applicants: Applications received from Category II shall be grouped together, (“Category II          Account and the Company will have access to such funds only after creation of security for the Bonds and
and Foreign Institutional Investors should be made in the form prescribed for these applicants and shall be      Portion”); iii) Applications received from Category III applicants: Applications received from Category III      as per applicable provisions of law(s), regulations and approvals.PFC shall at all times ensure that any
received only by the Lead Managers and their respective affiliates.                                              applicants shall be grouped together, (“Category III Portion”). For removal of doubt, “Category I Portion”,      monies kept in the NRI Escrow Account shall be utilised only in accordance with the FEMA (Borrowing
41. Online Applications: Lead Managers may decide to offer an online Application facility for the Bonds,         Category II Portion” and the “Category III Portion” are individually referred to as “Portion” and collectively   and Lending in Rupees) Regulations, 2000 and other applicable statutory and/or regulatory requirements.
as and when permitted by applicable laws, subject to the terms and conditions prescribed. Accordingly,           referred to as “Portions” For the purposes of determining the number of Bonds available for allocation to        54. Undertaking by the Issuer : We undertake that: (a) the complaints received in respect of the Issue shall
the investors may download forms for this use and submit the same together with cheques/demand drafts            each of the abovementioned Categories, PFC shall have the discretion of determining the number of                be attended to by us expeditiously and satisfactorily; (b) we shall take necessary steps for the purpose of
to the Bankers to the Issue and their collecting centres. However, Public Financial Institutions, Statutory      Bonds to be allotted over and above the Base Issue Size, in case PFC opts to retain any oversubscription         getting the Bonds listed within the specified time; (c) the funds required for dispatch of refund orders/
Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, Provident Funds, Pension            in the Issue upto the Shelf Limit of `4033.13 Crores. The aggregate value of Bonds decided to be                 allotment advice/certificates by registered post shall be made available to the Registrar to the Issue by
Funds, Superannuation Funds and Gratuity Fund, Insurance companies registered with the IRDA, National            allotted over and above the Base Issue Size, (in case PFC opts to retain any oversubscription in the Issue),     the company; (d) necessary co-operation to the credit rating agency(ies) shall be extended in providing true
Investment Fund, Mutual Funds and Foreign Institutional Investors can apply only through pink coloured           and/or the aggregate value of Bonds upto the Base Issue Size shall be collectively termed as the “Overall        and adequate information until the debt obligations in respect of the Bonds are outstanding; (e) we shall
physical application forms provided by the Lead Managers and their respective affiliates.                        Issue Size”.                                                                                                     forward the details of utilisation of the funds raised through the Bonds duly certified by our statutory
42. Other Instructions : A. Joint Applications: Applications may be made in single or joint names (not           46. Allocation Ratio: Reservations shall be made for each of the Portions in the below mentioned format          auditors, to the Debenture Trustee at the end of each half year; (f) we shall disclose the complete name
exceeding three). In the case of joint applications, all payments will be made out in favour of the first        and shall be indicated at the relevant Tranche Prospectus(es):Particulars; Category I; Category II; Category     and address of the Debenture Trustee in our annual report; and (g) we shall provide a compliance
applicant. All communications will be addressed to the first named applicant whose name appears in the           III; Size in %; 50 % of the Overall Issue Size; 25% of the Overall Issue Size; 25% of the Overall Issue Size;    certificate to the Debenture Trustee (on an annual basis) in respect of compliance with the terms and
Application Form and at the address mentioned therein.; B. Additional/Multiple Applications: An applicant        47. Basis of Allotment for Bonds : (a) Allotments in the first instance: i. Applicants belonging to the          conditions of issue of Bonds as contained in the tranche prospectus(es). (h) We shall make necessary
is allowed to make one or more applications for the Bonds for the same or other series of Bonds, subject         Category I, in the first instance, will be allocated Bonds upto 50% of Overall Issue Size on first come first    disclosures/ reporting under any other legal or regulatory requirement as may be required by the company
to a minimum application size of 10 bonds and in multiples of 5 bonds, for each application. Any                 serve basis (determined on the basis of date of receipt of each application duly acknowledged by the             from time to time.
application for an amount below the aforesaid minimum application size will be deemed as an invalid              Bankers to the Issue); ii. Applicants belonging to the Category II, in the first instance, will be allocated
application and shall be rejected. However, any application made by any person in his individual capacity        Bonds upto 25% of Overall Issue Size on first come first serve basis (determined on the basis of date of                          FOR FURTHER DETAILS,
and an application made by such person in his capacity as a karta of a Hindu Undivided family and/or             receipt of each application duly acknowledged by the Bankers to the Issue); iii. Applicants belonging to                     PLEASE REFER TO THE PROSPECTUS
as joint applicant, shall not be deemed to be a multiple application. For the purposes of allotment of           the Category III, in the first instance, will be allocated Bonds upto 25% of Overall Issue Size on first come

                                                                         LEAD MANAGERS TO THE ISSUE                                                                                        REGISTRAR TO THE ISSUE                             DEBENTURE TRUSTEE                                   Company Secretary and
                                                                                                                                                                                                                                                                                                    Compliance Officer
                                                                                                                                                                                                                                                                                               Mr. J. S. Amitabh,
                                                                                                                                                                                                                                                                                               ‘Urjanidhi’, 1, Barakhamba Lane,
  SBI Capital Markets Limited                                    A. K. Capital Services Limited                               RR Investors Capital Services Private Limited                Karvy Computershare Private Limited
                                                                                                                                                                                                                        GDA Trustee & Consultancy Ltd.                                         Connaught Place,
  202, MakerTower E, Cuffe Parade,                               30-39 Free Press House, 3rd Floor,                           133-A, 13th Floor, A-wing,                                   Plot Nos.17-24,              “Shri Niwas” Apte Road, 1202/                                          New Delhi 110 001, India
  Mumbai -400 005                                                Free Press Journal Marg,                                     Mittal Tower, Nariman Point,                                 Vittal Rao Nagar, Madhapur,  29, Shivaji Nagar,                                                     Tel: +91 11 2345 6000
  Tel: +91 22 2217 8300;                                         215, Nariman Point, Mumbai 400021, India                     Mumbai - 400 021, India                                      Hyderabad - 500 081,         Pune – 411004, India                                                   Fax: +91 11 2345 6285
  Fax: +91 22 2218 8332                                          Tel: +91 22 6754 6500/ 6634 9300;                            Tel: +91 22 2288 6627/28                                     India.                       Tel: 91-20-25510401
  Email: pfctaxfree@sbicaps.com                                  Fax: +91 22 6610 0594                                        Fax: +91 22 2285 1925                                        Tel: 1-800- 3454001                                                                                 E-mail: taxfreebonds1112@pfcindia.com
  Investor Grievance Email:                                      Email: pfcbonds@akgroup.co.in                                Email: pfcbonds@rrfcl.com                                    Fax: +91 (40) 23431551       Fax: 91-20-25532567                                                    Website: www.pfc.gov.in
  investor.relations@sbicaps.com                                 Investor Grievance Email:                                    Investor Grievance Email:                                    Email: pfctaxfree@karvy.com  Email: gdatm@vsnl.net                                                  Investors may contact the Compliance Officer
  Website: www.sbicaps.com                                       investor.grievance@akgroup.co.in                             investors@rrfcl.com                                          Investor Grievance Email:    Website: www.gdatc.com                                                 or the Registrar to the Issue in case of any
  Contact Person: Mr Nithin Kanuganti                            Website: www.akcapindia.com                                  Website: www.rrfinance.com/ www.rrfcl.com                    einward.ris@karvy.com        Contact Person:                                                        pre-Issue or post-Issue related problems
  /Mr. Puneet Deshpande                                          Contact Person: Mr. Hitesh Shah                              Contact Person: Mr. Brahmdutta Singh                         Website: www.karvy.com       Mr. R.K.Kulkarni                                                       such as non-receipt of letters of allotment,
  Compliance Officer: Mr. Bhaskar Chakraborty                    Compliance Officer: Mr. Vikas Agarwal                        Compliance Officer: Mr. Sandeep Mahajan                      Contact Person: Mr. Murali Krishna
                                                                                                                                                                                                                        SEBI Registration No:                                                  credit of allotted Bonds in the respective
  SEBI Registration No.: INM000003531*                           SEBI Registration No.: INM000010411                          SEBI Registration No.: INM000007508                          SEBI Registration: INR000000221
                                                                                                                                                                                                                        IND000000034                                                           beneficiary account or refund orders, etc.
 *The SEBI registration of one of the Lead Managers to the Issue, SBI Capital Markets Limited was valid up to July 31, 2011. The application for renewal of the certificate of registration in the prescribed manner has been made by SBI Capital Markets Limited on April 29, 2011, to SEBI, three months
 before the expiry of the period of the certificate as required under Regulation 9(1) of the SEBI (Merchant Bankers) Regulations, 1992. The approval of SEBI in this regard is currently awaited.
 Escrow Collection Banks / Bankers to the Issue: State Bank of India, Capital Management Product-SBI F.A.S.T., 31, Mahal Industrial Esate, Off. Mahakali Caves Road, Andheri (East), Mumbai - 400 093, India; Tel: +91 (22) 2867 4805, Fax: +91 (22) 2867 5060, Email: agmpi.cmp@sbi.co.in, Contact Person:
 Mr. Ejaz Hussain, Website:www.statebankofindia.com, SEBI Registration No.: INBI00000038; HDFC Bank Limited: FIG-OPS Department, LodhaI, Think Techno Campus, O-3-Level, Next toKanjumarg Railway Station, Kanjumarg (East) Mumbai - 400 042, India, Tel: +91 (22) 3075 2928, Fax: +91 (22) 2579
 9801, Email: uday.dixit@hdfcbank.com, figdelhi@hdfcbank.com, ajit.mann@hdfcbank.com, Contact Person: Mr. Uday Dixit, Website:www.hdfcbank.com, SEBI Registration No.: INBI00000063; IDBI Bank Limited: Unit No. 2, Corporate Park, Near Swastik Chambers, Sion-Trombay Road, Chembur, Mumbai
 - 400 071, India, Tel: +91 (22) 6690 8402, Fax: +91 (22) 2528 6173, Email:ipoteam@idbi.co.in, Contact Person: Mr.V. Jayananthan Website:www.idbibank.com, SEBI Registration No.: INBI00000076; ICICI Bank Limited: 9 A, Phelps Building, A-Block, Connaught Place, New Delhi-110 001, India, Tel:
 +91 (11) 6631 0336/ 6631 0322, Fax: +91 (11) 66310410/ 66310350, Email:abhay.s@icicibank.com, mohit.sa@icicibank.com, anil.gadoo@icicibank.com, Contact Person: Mr. Abhay Singh/Mr. Mohit Saxena / Mr. Anil Gadoo, Website:www.icicibank.com, SEBI Registration No.: INBI00000004; Kotak Mahindra
 Bank Limited: 5th Floor, Dani Corporate Park, 158 CST Road, Kalina, Santacruz (E), Mumbai 400 098, India, Tel: +91 (22) 6759 5336, Fax: +91 (22) 6759 5374, Email: amit.kr@kotak.com, Contact Person: Mr. Amit Kumar, Website:www.kotak.com, SEBI Registration No.: INBI00000927; Axis Bank Limited:
 148, Statesman House, Barakhamba Road, New Delhi 110 001, India, Tel: +91 (11) 23311043/41521310, Fax: +91 (11) 2331 1054, Email:kumar.sandeep@axisbank.com, ashish.dhall@axisbank.com, rajiv.taneja@axisbank.com, Contact Person: Mr. Ashish Dhall/Mr.Sandeep Kumar/Mr. Rajiv Taneja,
 Website:www.axisbank.com, SEBI Registration No.: INBI00000017; Dhanlaxmi Bank Limited.: Janmabhoomi Bhavan, Janmabhoomi Marg, Fort, Mumbai-400 001, India, Tel. : 022 - 22022535 / 61541857, Fax : 022 -22871637 /61541725, Email:venkataraghavan.ta@dhanbank.co.in, Contact Person : Mr.
 Venkataraghavan.T.A, Website:www.dhanbank.com, SEBI Registration No. : INBI00000025; IndusInd Bank Limited: CMS-Hub, Solitaire Corporate Park, No. 1001, Building No. 10, Ground Floor, Guru Hargovindji Marg, Andheri East, Mumbai - 400093, Tel. : (+91) (22) 6772 3943/42/41, Fax : (+91) (11)
 6623 8021/6772, Email: sanjay.vasarkar@indusind.com, Contact Person : Mr. Sanjay Vasarkar, Website:www.indusind.com, SEBI Registration No. : INBI00000002
 Legal Advisors to the Issue: JurisPrudent Consulting Partners: First Floor, C-17, Community Centre, Janakpuri, New Delhi 110 058, India, Tel.: +91 (11) 3200 0177, Fax: +91 (11) 4158 8441, E-mail: corporate@jurisprudentconsulting.in, Contact Person: Mr. Ajay Jain
 STATUTORY AUDITORS: Raj Har Gopal &Co.: Chartered Accountants, 412, Ansal Bhawan, 16, K.G. Marg, New Delhi 110001, India, Tel: +91 11 4152 0698/ 4152 0699, Email: rajhargopal1@hotmail.com, Firm Registration No.: 002074N; N.K. Bhargava & Co.: Chartered Accountants, C-31, Acharya Nikaten,
 1st Floor, Opp Pocket One, Mayur Vihar, Phase One, New Delhi – 110091, India, Tel: +91 11 22793650, 22752376, Email: nkbhargavacompany@yahoo.co.in, Firm Registration No.: 000429N
 Credit Rating Agencies: CRISIL Limited: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076, India, Tel: +91 (22) 3342 3000, Fax: +91 (22) 3342 3050, Website: www.crisil.com; ICRA Limited: Building No. 8, 2nd Floor, Tower A, DLFCyberCity, Phase- II, Gurgaon 122
 002, India, Tel: +91 (124) 4545 300, Fax: +91 (124) 4545 350, Website: www.icra.in

                                                                                                                                                                                                                                                 POWER FINANCE CORPORATION LIMITED                                                            5
                                               IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
                                                                                                                                                                     RISK FACTORS
Prospective Investors should carefully consider all the information in this Shelf Prospectus, including the risks        mechanism for certain of our public sector borrowers that do not meet certain of our credit risk criteria. As of          submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the
and uncertainties described below, and under “Our Business” on page 76 of this Shelf Prospectusand “Financial            September 30, 2011, 80.62% of our outstanding loans to State and Central sector borrowers involved such                   manner in which we intend to comply with such prudential norms of the RBI, including further capitalization.
Statements” in Annexure I of this Shelf Prospectus, before making an investment in the Bonds. The risks and              escrow account mechanism. Similarly, in the case of private sector borrowers, security is typically obtained              In accordance with our internal prudential norms, in case of government sector borrowers, we follow a loan-
uncertainties described in this section are not the only risks that we currently face. Additional risks and              through a first priority pari passu charge on the relevant project assets, and through a trust and retention              wise NPA determination policy, rather than a borrower-wise NPA determination policy, which is a regulatory
uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect              mechanism. The escrow account mechanism and the trust and retention account arrangements are effective                    requirement for other non-government sector NBFCs. In the event we are required to follow a borrower-wise
on our business, prospects, results of operations and financial condition. If any of the following or any other          in the event that revenue from the end users or other receipts, as applicable, is received by our borrowers and           NPA determination policy for our government sector borrowers, our NPA levels may increase substantially,
risks actually occur, our business prospects, results of operations and financial condition could be adversely           deposited in the relevant escrow account or trust and retention account. We do not have any arrangement in                which may have a material adverse effect on our business, financial condition and results of operations. In
affected and the price of, and the value of your investment in the Bonds could decline and you may lose all              place to ensure that such revenue is actually received or deposited in such accounts and the effectiveness of             addition, we may, from time to time, amend our policies and procedures regarding asset classification or
or part of your redemption amounts and /or interest amounts. The financial and other related implications of             the escrow account mechanism and the trust and retention account arrangements is limited to such extent. In               rescheduling of our loans, which may also increase our level of NPAs. In addition, we are required to assign
risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However,                the event that end users do not make payments to our borrowers, the escrow account mechanism and the trust                risk weight of 20.0% to the State government guaranteed loans not in default. However, if such loans have
there are certain risk factors where the effect is not quantifiable and hence has not been disclosed in such risk        and retention account arrangements will not be effective in ensuring the timely repayment of our loans, which             remained in default for a period of more than 90 days, a risk weight of 100.0% is assigned. Our loans made
factors. The numbering of risk factors has been done to facilitate ease of reading and reference, and does not           may adversely affect our financial condition and results of operations. In addition, as we diversify our loan             to the private sector are generally consistent with lending (exposure) norms stipulated by the RBI. For further
in any manner indicate the importance of one risk factor over another. In this section, unless the context               portfolio and enter into new business opportunities, we may not be able to implement such or similar quasi-               information on RBI regulations and guidelines applicable to us, see section titled “Regulations and Policies”
otherwise requires, a reference to the “Company” is a reference to Power Finance Corporation Limited and                 security mechanisms or arrangements and there can be no assurance that even if such mechanisms and                        on page 99 of this Shelf Prospectus. If RBI provisioning norms were to become applicable to us, our level
unless the context otherwise requires, a reference to “we”, “us” and “our” refers to Power Finance Corporation           arrangements are implemented, that they wil be effective. 6. We are involved in a number of legal proceedings             of NPAs and provisions with respect thereto could be significantly higher.If we are not able to prevent increases
Limited and its Subsidiaries, joint ventures and associate companies, as applicable in the relevant fiscal               that, if determined against us, could adversely impact our business and financial condition. Our Company is a party       in our level of NPAs, our business and our future financial condition could be adversely affected. 13. Our
period, on a consolidated basis.                                                                                         to various legal proceedings. These legal proceedings are pending at different levels of adjudication before              statutory auditors have qualified their reports on our audited standalone financial statements for fiscal 2007, 2008, 2009,
RISKS RELATING TO OUR BUSINESS AND INDUSTRY                                                                              various courts, tribunals, statutory and regulatory authorities/ other judicial authorities, and if determined            and 2010 and our audited consolidated financial statements for fiscal 2009 and 2010. There can be no assurance that
1. We have a significant concentration of outstanding loans to certain borrowers, particularly public sector power       against our Company, could have an adverse impact on the business, financial condition and results of                     there will not be any similar qualifications to our audited standalone and consolidated financial statements in future
utilities, many of which are historically loss-making, and if these loans become non-performing, the quality of our      operations of our Company. For further information relating to outstanding litigation against our Company, see            periods. Our statutory auditors have qualified their reports on our audited standalone financial statements for
asset portfolio may be adversely affected. As of September 30, 2011, our single largest borrower accounted for 8.58%     the section titled “Outstanding Litigation and Material Developments” on page 140 of this Shelf Prospectus. No            fiscal 2007, 2008, 2009 and 2010. Our statutory auditors have also qualified their reports on our audited
(` 9,475.81 crores) of our total outstanding loans, and our top five and top ten borrowers accounted for, in the         assurances can be given as to whether these legal proceedings wil be decided in our Company’s favor or have               consolidated financial statements for fiscal 2009 and 2010. Our statutory auditors have qualified their report
aggregate, 31.86% (` 35,175.55 crores) and 53.99% (` 59,635.10 crores), respectively of our total outstanding loan       no adverse outcome, nor can any assurance be given that no further liability will arise out of these claims.              on our audited standalone and consolidated financial statements for 2010 as reproduced below: “Power
assets amounting to ` 1,10,421.25 crores. We are a public financial institution focused on financing of the power        Details of the proceeding that have been initiated against and by our Company and the amounts claimed                     Finance Corporation Limited (The Company) pursuant to the opinion of the Expert Advisory Committee (EAC)
sector in India, which has a limited number of borrowers primarily comprising State power utilities (“SPUs”)             against and by us in these proceedings, to the extent ascertainable as on September 30 2011, are set forth                of the Institute of Chartered Accountants of India (ICAI) provided “Deferred Tax Liability” (DTL) on special
and State electricity boards (“SEBs”), many of which have been historically loss making. Our past exposure has           below: Litigation pending against our Company, Nature of Proceedings, Number of Proceedings against the                   reserve created under section 36(1) (viii) of the Income Tax Act, 1961 in fiscal 2005, by charging the profit and
been, and future exposure is expected to be, concentrated towards these borrowers. As of September 30, 2011,             Company, Amount Involved, (` Crores)*; Writ Petitions, 4, Not ascertainable; Income Tax, 3, 65.03; Consumer               loss account with ` 142.87 crores and debiting the free reserves by ` 745.14 crores (for creating DTL for
our state sector, central sector, joint sector and private sector borrowers accounted for 64.29%,19.19%,7.81%            Cases, 2, 0.01; Civil, Nil, Nil; Criminal, 1, Not ascertainable; Total, 10, 65.04; * The amounts stated do not            fiscal 1998 to fiscal 2004). Since then the Company continued to provide DTL until the end of March 2008
and 8.71%, respectively, of our total outstanding loans. Historically, public sector utilities have had a relatively     include the interest claimed or payable. Litigation/Appeal preferred by our Company: Nature of Proceedings,               by charging the profit and loss account. The total amount towards DTL up to March 31, 2008 comes to `
weak financial position and have in the past defaulted on their indebtedness. Consequently, we have had to               Number of Proceedings preferred by the Company, Amount Involved (` Crores)*; Writ Petitions, Nil, Nil; Income             1,228.38 crores. The Company during the fiscal 2009 reversed the DTL provided in earlier years amounting
restructure some of the loans sanctioned to certain SPUs and SEBs, including rescheduling of repayment                   Tax, 8, 43.57; Civil, 2, 14.03; Total, 10, 57.60; * The amounts stated do not include the interest claimed or             to ` 1,228.38 crores and also did not provide DTL amounting to ` 291.21 crores (including ` 133.28 crores
terms. In addition, many of our public sector borrowers, particularly SPUs, are susceptible to various operational       payable. 7. Our borrowers’ insurance of assets may not be adequate to protect them against all potential losses to        for fiscal 2009) in the current year, contrary to opinions expressed by the EAC of the ICAI on two occasions
risks including low metering at the distribution transformer level, high revenue gap, high receivables, low plant        which they may be subject to, which could affect our ability to recover the loan amounts due to us. Under our loan        dated November 23, 2004 and May 18, 2006, clarification furnished in July 2009 by the ICAI on the request
load factors and high aggregate technical and commercial (“AT&C”) losses, which may lead to further deterioration        agreements, where loans are extended on the basis of charge on assets, our borrowers are required to create               of the Comptroller and Auditor General of India and mandatory provisions of Accounting Standard 22. In view
in the financial condition of such entities. As of September 30, 2011, our single largest borrower accounted             a charge on their assets in our favour in the form of hypothecation or mortgage or both. In addition, terms and           of the facts and circumstances placed before us, the profits and free reserves of the Company are overstated
for 8.58%of our total outstanding loans, and our top five and top ten borrowers accounted for, in the aggregate,         conditions of the loan agreements require our borrowers to maintain insurance against damage caused by any                by ` 774.45 crores and ` 745.14 crores (previous year ` 616.52 crores and ` 745.14 crores), respectively
31.86% and 53.99%, respectively, of our total outstanding loans. In addition, we have additional exposure to             disasters including floods, fires and earthquakes or theft on their charged assets as collateral against the loan         and DTL has been understated by ` 1,519.59 crores (previous year ` 1,361.66 crores). Further, the amount
these borrowers in the form of non-fund based assistance. Our most significant borrowers are primarily public            granted by us. However, in most cases our borrowers do not have the required insurance coverage, or they have             of capital considered in the calculation of Capital Risk Adjustment Ratio (CRAR) is overstated to the above
sector power utilities. Any negative trends or financial difficulties, or an inability on the part of such borrowers     not renewed the insurance policies or the amount of insurance coverage may be less than the replacement                   extent. As regards the liability of ` 663.49 crores (previous year ` 908.94 crores) shown as “Interest Subsidy
to manage operational, industry and other risks applicable to such borrowers, could result in an increase in             costs of all covered property and is therefore insufficient to cover all financial losses that our borrowers may          Fund from GOI” in the balance sheet, received under Accelerated Generation and Supply Program (AG&SP)
our non-performing assets (“NPAs”) and adversely affect our business, financial condition and results of operations.     suffer. In the event the assets charged in our favour are damaged, it may affect our ability to recover the loan          Scheme from the Ministry of Power, Government of India, the Company has estimated the net excess amount
2.Wemaynotbeabletorecover,ortheremaybeadelayinrecovering,theexpectedvaluefromsecurityandcollaterals                      amounts due to us. 8. We will be impacted by volatility in interest rates in our operations, which could cause our        of ` 166.25 crores (previous year ` 283.14 crores) and ` 209.97 crores (previous year ` 44.27 crores) as
for our loans, which may affect our financial condition. Although we endeavor to obtain adequate security or             net interest margins to decline and adversely affect our profitability. Our operations wil be impacted by volatility      at March 31, 2010, for the 9th Five Year Plan period and 10th Plan, respectively. This net excess amount is
implement quasi-security arrangements in connection with our loans, we have not obtained such security or                in interest rates. Interest rates are highly sensitive due to many factors beyond our control, including the              worked out on overall basis and not on individual basis and may vary due to change in assumptions, if any,
collateral for all our loans. In addition, in connection with certain of our loans, we have been able to obtain          monetary policies of the RBI, deregulation of the financial sector in India, domestic and international economic          during the projected period such as changes in moratorium period, repayment period, loan restructuring, pre
only partial security or have made disbursements prior to adequate security being created or perfected. There            and political conditions and other factors. Due to these factors, interest rates in India have historically experienced   payment, interest rate reset, etc. Hence, the impact of this excess, if any could not be determined. As such
can be no assurance that any security or collateral that we have obtained will be adequate to cover repayment            a relatively high degree of volatility. When interest rates decline, we are subject to greater re-pricing and             we are not in a position to express our opinion thereon.” Our statutory auditors have similarly qualified their
of our loans or interest payments thereon or that we will be able to recover the expected value of such security         prepayment risks as borrowers take advantage of the attractive interest rate environment. In periods of low               reports on our audited standalone and consolidated financial statements for fiscal 2009 with respect to the
or collateral in a timely manner, or at all. As of September 30, 2011, 64.74% of our outstanding loans were              interest rates and high competition among lenders, borrowers may seek to reduce their borrowing cost by                   non-provision of such deferred tax liability on special reserve created under Section 36(1)(viii) of the I.T. Act.
secured by a charge on the relevant project assets, 12.70% were unsecured (but guaranteed by the relevant                asking lenders to re-price loans. If we are required to restructure loans, it could adversely affect our profitability.   In addition, our statutory auditors have similarly qualified their reports on (i) our audited standalone and
State government), and 22.56% were unsecured. Our loans are typically secured by various movable and                     If borrowers prepay loans, the return on our capital may be impaired as any prepayment premium we receive                 consolidated financial statements for fiscal 2007, 2008, 2009 and 2010 with respect to the impact of the excess
immovable assets and/or other collaterals. We generally seek a first ranking pari passu charge on the relevant           may not fully compensate us for the costs of utilizing funds elsewhere. If interest rates rise we may have greater        amount relating to the interest subsidy fund from the GoI under the AG&SP scheme and (ii) our audited
project assets for loans extended on a senior basis, while for loans extended on a subordinated basis, we                difficulty in maintaining a low effective cost of funds compared to our competitors, who may have access to               standalone and consolidated financial statements for fiscal 2006, 2007 and 2008 with respect to certain
generally seek to have a second pari passu charge on the relevant project assets. In addition, some of our               lower cost funds. 9. Our interest income and profitability is dependent on the continued growth of our asset              balances shown under loans, advances and other debits/ credits in so far such balances have not been
loans may relate to imperfect security packages or negative liens provided by our borrowers. The value of                portfolio. Any declines in our net interest margins in the future can have a material adverse effect on our business,     confirmed, realized, discharged or adjusted, which are subject to reconciliation. Our statutory auditors have not
certain kinds of assets may decline due to operational risks that are inherent to power sector projects, the nature      financial condition and results of operations. Our results of operations are substantial y dependent upon the level       qualified their report on our audited standalone and consolidated financial statements for the financial year
of the asset secured in our favor and any adverse market or economic conditions in India or globally. The value          of our Net Interest Margins. Income from our financing activities is the largest component of our total income.           ended March 31, 2011. However, there can be no assurance that there will not be any similar qualifications
of the security or collateral obtained may also decline due to an imperfection in the title or difficulty in locating    Among other factors, volatility in interest rates can materially and adversely affect our financial performance.          to our audited standalone and consolidated financial statements in future periods. 14. The power sector in India
movable assets. Although several pieces of legislation in India provide for various rights of creditors for the          In a rising interest rate environment, if the yield on our interest-earning assets does not increase simultaneously       and our business and operations are regulated by, and are directly and indirectly dependent on, GoI policies and
effective realization of collateral in the event of default, there can be no assurance that we will be able to           with or to the same extent as our cost of funds, or, in a declining interest rate environment, if our cost of funds       support, which make us susceptible to any adverse developments in such GoI policies and support. We are a
enforce such rights in a timely manner, or at all. There could be delays in implementing bankruptcy or                   does not decline simultaneously or to the same extent as the yield on our interest-earning assets, our net                Government company operating in a regulated industry, and the GoI, acting through the MoP, exercises
foreclosure proceedings. Further, inadequate security documentation or imperfection in title to security or              interest income and net interest margin would be adversely impacted. Our net interest margin has decreased                significant influence on key decisions relating to our operations, including with respect to the appointment and
collateral, requirement of regulatory approvals for enforcement of security or collateral, or fraudulent transfers       from4% in 2010-11 to3.91%for the half year ended September 30, 2011. Any such declines in our net interest                removal of members of our Board, and can determine various corporate actions that require the approval of
by borrowers may cause delays in enforcing such securities. In addition, certain of our loans have been granted          margins in the future can have a material adverse effect on our business, financial condition and results of              our Board or shareholders, including proposed budgets, transactions with other Government companies or GoI
as part of a syndicate, and joint recovery action implemented by a consortium of lenders may be susceptible              operations. 10. As an NBFC and an IFC, we are required to adhere to certain individual and borrower group exposure        entities and agencies, and the assertion of any claim against such entities. The GoI has also issued directions
to delay. In addition, in the event that any specialized regulatory agency assumes jurisdiction over a defaulting        limits prescribed by the RBI. Any change in the regulatory regime may adversely affect our business, financial            in connection with the payment of dividends by Government companies. The power sector in India and our
borrower, actions on behalf of creditors may be further delayed. In addition, the RBI has developed a corporate          condition, results of operations. We are a systemically important non-deposit taking NBFC and are subject to              business and operations are regulated by, and are directly or indirectly dependent on, GoI policies and support
debt restructuring process to enable timely and transparent debt restructuring of corporate entities that are            various regulations by the RBI as an NBFC. With effect from July 28, 2010, our Company has been classified                for the power sector. The GoI has implemented various financing schemes and incentives for the development
beyond the jurisdiction of the Board of Industrial and Financial Reconstruction, the Debt Recovery Tribunal and          as an IFC by the RBI, which classification is subject to certain conditions including (i) a minimum of 75.0%              of power sector projects, and we, like other Government companies, are responsible for the implementation
other legal proceedings. The applicable RBI guidelines contemplate that in the case of indebtedness                      of the total assets of such NBFC should be deployed in infrastructure loans (as defined under the Non Banking             of, and providing support to, such GoI schemes and initiatives. We may therefore be required to follow public
aggregating ` 100.00 million or more, lenders for more than 75.0% of such indebtedness by value and 60.0%                Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007);                 policy directives of the GoI by providing financing for specific projects or sub-sectors in the public interest which
by number may determine the restructuring of such indebtedness and such determination is binding on the                  (ii) net owned funds of ` 300.00 crore or more; (iii) a minimum credit rating of “A” or an equivalent credit              may not be consistent with our commercial interests. In addition, we may be required to provide financial or
remaining lenders. In circumstances where other lenders account for more than 75.0% of such indebtedness                 rating of CRISIL, FITCH, CARE, ICRA or equivalent rating by any other accrediting rating agencies; and (iv)               other assistance and services to public sector borrowers and GoI and other government agencies in connection
by value and 60.0% by number and they are entitled to determine the restructuring of the indebtedness of                 a capital to risk-weighted asset ratio (“CRAR”) of 15.0% (with a minimum Tier I capital of 10.0%). Tier I capital         with the implementation of such GoI initiatives, resulting in diversion of management focus and resources from
any of our borrowers, we may be required by such other lenders to agree to such debt restructuring, irrespective         for such purposes mean Owned Funds as reduced by investment in shares of other NBFCs and in shares,                       our core business interests. Any developments in GoI policies or in the level of direct or indirect support
of our preferred mode of settlement of our loan to such borrower. In addition, with respect to any loans made            debentures, bonds, outstanding loans and advances including hire purchase and lease finance made to and                   provided to us or our borrowers by the GoI in these or other areas could adversely affect our business, financial
as part of a syndicate, a majority of the relevant lenders may elect to pursue a course of action that may not           deposits with subsidiaries and companies in the same group exceeding, in aggregate, 10.0% of the Owned                    condition, results of operations. 15. We currently engage in foreign currency borrowing and lending and we are likely
be favorable to us. Any such debt restructuring could lead to an unexpected loss that could adversely affect             Fund and perpetual debt instruments issued by a systemically important non-deposit taking NBFC in each year               to continue to do so in the future, which will expose us to fluctuations in foreign exchange rates, which could
our business, financial condition, results of operations. 3. We have granted loans to private sector borrowers on        to the extent it does not exceed 15.0% of the aggregate Tier I capital of such company as on March 31 of                  adversely affect our financial condition. As of September 30, 2011, we had foreign currency borrowings outstanding
anon-recourseorlimitedrecoursebasis,whichincreasestheriskofnon-recoveryandmayadverselyaffectourfinancial                 the previous accounting year. The maximum exposure ceilings as prescribed in respect of systemically important            of US$ 388.04million, Japanese Yen 42097.12 million and Euro 25.70 million, the total of which was
condition. As of September 30, 2011, ` 9619.21 crores, or 8.71%, of our total loans outstanding as of such date,         non-deposit taking NBFC that are also IFCs under the Non-Banking Financial (Non-Deposit Accepting or                      equivalent to ` 4813.87 crores, or 5.29% of our total borrowings. We may continue to be involved in foreign
were to private sector borrowers. We commenced lending to private sector borrowers in fiscal year 1997. As of            Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are set out below: Concentration of                   currency borrowing and lending in the future, which will further expose us to fluctuations in foreign currency
September 30, 2011, ` 9619.21 crores, or 8.71%, of our total loans outstanding as of such date, were to                  credit / investment, Loan company,Infrastructure Finance Company; Lending ceilings; Lending to any single                 rates. Volatility in foreign exchange rates could adversely affect our business and financial performance. We
private sector borrowers. Under the terms of our loans to private sector borrowers, our loans are secured by             borrower, 15% (+ 5*), 25%; Lending to any single group of borrowers, 25% (+ 10*), 40%; Investing ceilings;                are also affected by adverse movements in foreign exchange rates to the extent they impact our borrowers
project assets, and in certain cases, we also obtain additional collateral in the form of a pledge of shares by          Investing in shares of a company, 15% (+ 5*), 15% (+ 5*); Investing in shares of a single group of companies,             negatively, which may in turn impact the quality of our exposure to these borrowers. Foreign lenders may also
the relevant promoter, or sponsor guarantee. We expect to increase our exposure to private sector borrowers              25% (+ 10*), 25% (+ 10*); Loans and investment taken together; Lending and investing to single party, 25% (+              impose conditions more onerous than domestic lenders. 16. Certain of our SEB borrowers have been restructured
in the future. The ability of such borrowers to perform their obligations under our loans will depend primarily          5*), 30%; Lending and investing to single group of parties, 40% (+ 10*), 50% * Additional exposure applicable             and we have not yet entered into definitive loan agreements with such restructured entities, which could affect our
on the financial condition and results of the relevant projects, which may be affected by many factors beyond            in case the same is on account of infrastructure loan and/or investment. As of September 30, 2011, the CRAR               ability to enforce applicable loan terms and related State government guarantees.We have granted long–term loans
the borrowers’ control, including competition, operating costs, regulatory issues and other risks. If borrowers with     of our Company was 18.22%. Any inability to continue being classified as an IFC may impact our growth plans               to various SEBs that were guaranteed by the respective State governments. Pursuant to certain amendments
non-recourse or limited recourse loans were to be adversely affected by these or other factors and were unable           by affecting our competitiveness. As an IFC, we will have to constantly monitor our compliance with the                   to the Electricity Act, the respective State governments have restructured these SEBs into separate entities
to meet their obligations, the value of the underlying assets available to repay the loans may become                    necessary conditions, which may hinder our future plans to diversify into new business lines. In the event we             formed for power generation, transmission and/or distribution activities. As part of such restructuring process,
insufficient to pay the full principal and interest on the loans, which could expose us to significant losses. 4.        are unable to comply with the eligibility condition(s), we may be subject to regulatory actions by the RBI and/           all liabilities and obligations of the restructured SEBs relating to our loans were transferred, pursuant to a
Our ability to compete effectively is dependent on our ability to maintain a low effective cost of funds; inability to   or cancellation of our registration as a systemically important non-deposit taking NBFC that are also IFCs. Any           notification process, to the respective State government, which in turn transferred such liabilities and obligations
do so could have a material adverse effect on our business, financial condition and results of operations. Our ability   levy or fines or penalties or the cancellation of our registration as an NBFC or IFC may adversely affect our             to the newly formed State government-owned transmission, distribution and/or generation companies. However,
to compete effectively is dependent on our timely access to, and the costs associated with raising capital and           business, prospects, results of operations and financial condition. In addition, the RBI has exempted us from             the relevant notification transferring such liabilities and obligations under our loans necessitates the execution
our ability to maintain a low effective cost of funds in the future that is comparable or lower than that of our         prudential exposure norms in respect of lending to Central and State sector borrowers in the power sector until           of a transfer agreement among us, the respective State government and the relevant newly formed transferee
competitors. Historically, we have been able to reduce our cost of capital and our reliance on commercial                March 31, 2012. In compliance with RBI’s directive in this regard, we are in the process of formulating and               entity. We have not yet executed such transfer agreements with respect to some of these loans. In such
borrowings through issuance of Rupee denominated bonds and loans guaranteed by the GoI. We also benefit                  submitting a roadmap (in consultation with the MoP) to the RBI prior to March 31, 2012, that sets out the                 circumstances, as the State government guarantees have not been reaffirmed to cover the debt obligations
from certain tax benefits extended by the GoI. As a government owned NBFC, loans made by us to Central                   manner in which we intend to comply with such prudential lending norms of the RBI, including additional                   of such newly formed transferee entities, we may not be able to enforce the relevant State guarantees in case
and State entities in the power sector are currently exempt from the RBI’s prudential lending (exposure) norms           capitalization. However, if such exemption is not extended, our business prospects, financial condition and               of default on our loans by such transferee entities. Although we intend to enter into such transfer agreements
that are applicable to other non-government owned NBFCs. In addition, in respect of certain of our foreign               results of operations may be adversely affected. In addition, our ability to borrow from various banks may be             to ensure that the terms of our original loan agreements entered into with the SEBs continue to apply to such
currency borrowings guaranteed by the GoI, we have been exempted from guarantee fees payable to the GoI,                 restricted under guidelines issued by the RBI imposing restrictions on banks in relation to their exposure to             transferee entities, there can be no assurance that we will be able to execute such transfer agreements in a
which has also enabled us to reduce our costs of funds. There can be no assurance that we will continue to               NBFCs. For example, according to the RBI, the exposure (both lending and investment, including off balance                timely manner, or at all. In addition, the relevant State government may not reaffirm such guarantees with
benefit from any direct or indirect support from the GoI and any adverse development in GoI policies may result          sheet exposures) of a bank to a single NBFC should not exceed 10.0% of the bank’s capital funds as per its                respect to the debt obligations assumed by such restructured transferee entities. There may also be delay, due
in an increase in our cost of funds. Following a general decrease in the level of direct and indirect financial          last audited balance sheet. Banks may, however, assume exposures on a single NBFC up to 15.0% of their                    to factors beyond our control, with respect to the establishment of relevant trust and retention account
support by the GoI to us in recent years, we are fundamentally dependent upon funding from the equity and                capital funds provided the exposure in excess of 10.0% is on account of funds on-lent by the NBFC to the                  arrangements with such restructured transferee entities. In addition, we have restructured loans sanctioned to
debt markets and commercial borrowings and are particularly vulnerable in this regard given the growth of our            infrastructure sector. Further, exposure of a bank to IFCs should not exceed 15.0% of its capital funds as per            certain SPUs and other SEBs, including rescheduling of repayment terms.Any negative trends or financial
business. The market for such funds is competitive and there can be no assurance that we will be able to                 its last audited balance sheet, with a provision to increase it to 20.0% if the same is on account of funds on-           difficulties faced by such SPUs and SEBs could increase our NPAs and adversely affect our business, financial
obtain funds on acceptable terms, or at all. Many of our competitors have greater and cheaper sources of                 lent by the IFCs to the infrastructure sector. Banks may also consider fixing internal limits for their aggregate         condition and results of operations.17. We may incur shortfalls in the advance subsidy received under the Accelerated
funding than we do. Further, many of our competitors may have larger resources or balance sheet strength than            exposure to the power sector put together. Although we do not believe such exposure limits have had any                   Generation and Supply Programme (AG&SP) of the GoI, which may affect our financial condition. In fiscal 1998,
us and may have considerable financing resources. In addition, since we are a non-deposit taking NBFC, we                adverse effects on our own liquidity, we believe that individual lenders from whom we currently borrow may                the GoI started the AG&SP, a scheme for providing interest subsidies for various projects. We oversee and
may have restricted access to funds in comparison to banks and deposit taking NBFCs. While we have                       not be able to continue to provide us funds. As we grow our business and increase our borrowings we may                   operate this scheme on behalf of the GoI. The scheme subsidises our normal lending rates on loans to state
generally been able to pass any increased cost of funds onto our customers, we may not be able to do so                  face similar limitations with other lenders, which could impair our growth and interest margins and could                 power utilities. The subsidy is paid in advance directly to us from the central government budget and is to be
in the future. If our financial products are not competitively priced, there is a risk of our borrowers raising loans    therefore have a material adverse effect on our business, financial condition, results of operations. 11. Our             passed on to the borrowers against their interest liability arising in future under the AG&SP. We maintain an
from other lenders and in the case of financially stronger SPUs and SEBs and private sector borrowers, the               contingent liabilities in the event they were to materialize could adversely affect our business, financial condition,    interest subsidy fund account on account of the subsidy claimed from the GoI at net present value which is
risk of their raising funds directly from the market. Our ability to raise capital also depends on our ability to        results of operations. As of September 30, 2011, we had contingent liabilities of ` 6162.00 crores including              calculated at certain pre-determined and indicative discount rates, irrespective of the actual repayment schedule,
maintain our credit ratings in order to access various cost competitive funding options. We are also dependent           non-funded contingent exposure of ` 561.51crores in the form of guarantees and ` 5574.64 crores in the                    moratorium period and duration of repayment. The impact of the difference between the indicative discount
on our classification as an IFC which enables us, among other things, to diversify our borrowings through the            form of letters of comfort issued to borrowers’ banks in connection with letters of credit and other contingent           rate and period considered at the time of drawal and the actual can be ascertained only after the end of the
issuance of Rupee-denominated infrastructure bonds that offer certain tax benefits to bondholders and to raise,          liabilities of ` 25.85crores. If any or all of these contingent liabilities materialize, our financial condition could    respective repayment period in relation to that particular loan. There might be instances where there is a
under the automatic route (without the prior approval of the RBI), ECBs up to US$500.00 million each fiscal              be adversely affected. 12. If the level of non-performing assets in our loan portfolio were to increase, our financial    shortfall or a surplus in the subsidy received from the GoI. In the event of there being a shortfall, we shall have
year. In addition, adverse developments in economic and financial markets or the lack of liquidity in financial          condition would be adversely affected. In the past, our gross NPAs have been as indicated below: Particulars as           to bear the difference, which may affect our financial condition. 18. If we are unable to manage our growth
markets could make it difficult for us to access funds at competitive rates. If we are not able to maintain a low        of, Amount of Gross NPA (` crores), NPA as % of total loan assets; As at March 31, 2009, 13.16, 0.02%; As                 effectively, our business and financial results could be adversely affected. Our business has grown since we began
effective cost of funds, we may not be able to implement our growth strategy, competitively price our loans              at March 31, 2010, 13.16, 0.02%; As at March 31, 2011, 230.65, 0.23%; As at September 30, 2011, 237.86,                   operations in March 1988. Our total loan assets increased from ` 43,902.83 Crores as of March 31, 2007 to
and, consequently, we may not be able to maintain the profitability or growth of our business, which could               0.22%. The provisioning has been made in terms of prudential norms laid down internally by us. As a                       ` 1,10,421.25Crores as of September 30, 2011.We intend to continue to grow our business, which could
have a material adverse effect on our business, financial condition and results of operations. 5. The escrow             government owned NBFC, loans made by us to Central and State sector borrowers in the Indian power sector                  place significant demands on our operational, credit, financial and other internal risk controls. It may also exert
account mechanism and the trust and retention account arrangements implemented by us as a quasi-security                 are currently exempt from the RBI’s prudential lending (exposure) norms that are applicable to other non-                 pressure on the adequacy of our capitalization, making management of asset quality increasingly important.
mechanism in connection with the payment obligations of our borrowers may not be effective, which could adversely        government owned NBFCs. Such exemption, unless further extended by the GoI, is currently applicable until                 Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty in obtaining
affect our financial condition and results of operations. We use escrow accounts as a credit enhancement                 March 31, 2012. In compliance with RBI’s directive in this regard, we are in the process of formulating and               funding on attractive terms. Adverse developments in the Indian credit markets, such as the recent increase
  6          POWER FINANCE CORPORATION LIMITED
                                                 IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
in interest rates, may significantly increase our debt service costs and the overall cost of our funds. Any inability         power sector or the Indian economy could adversely affect our business and financial performance. Our Company             investment, including off balance sheet exposures) that banks may hold with respect to NBFCs such as
to manage our growth effectively on favourable terms could have a material adverse effect on our business                     was formed with the objective of extending finance to and promoting Indian power projects and related                     ourselves. Accordingly, banks may assume exposure limits of up to 15% of the bank’s capital funds as per its
and financial performance. Because of our growth and the long gestation period for power sector investments,                  activities. For the foreseeable future, we expect to continue to be a sector specific public financial institution        last audited balance sheet for a NBFC engaged in businesses similar to our Company, provided the exposure
our historical financial statements may not be an accurate indicator of our future financial performance. 19. We              with a focus on the Indian power sector. Any negative trend or financial difficulty in the Indian power sector            in excess of 10%, is on account of funds on-lent by the NBFC to the infrastructure sector. Presently, the ceiling
might not be able to develop or recover costs incurred on our Ultra Mega Power Projects and our failure to do so              could adversely affect our business and financial performance. We believe that the further development of                 on bank credit-linked to Net Owned Fund of NBFCs has been withdrawn in respect of all NBFCs registered
may have an adverse effect on our profitability. We have been appointed as the nodal agency for the development               India’s power sector is dependent on regulatory framework, policies and procedures that facilitate and encourage          with the RBI and engaged in principal business of loan and investment activities, among others. Accordingly,
of UMPPs, each with a contracted capacity of 3,500 MW or more. As of September 30, 2011, we have a total                      private and public sector investment in the power sector. Many of these policies are evolving and their success           banks may extend need based working capital facilities as well as term loans to all such NBFCs. Furthermore,
of 8 wholly-owned subsidiaries as special purpose vehicles (“SPVs”) for these projects.These SPVs have been                   will depend on whether they properly address the issues faced and are effectively implemented. Additionally,              the RBI has suggested that banks consider fixing internal limits for their aggregate exposure to all NBFCs and
established to conduct the bidding process in accordance with the Guidelines for Determination of Tariff by                   these policies will need continued support from stable and experienced regulatory regimes throughout India                may formulate suitable loan policies with the approval of their boards of directors within the prudential
Bidding Process for Procurement of Power by Distribution Licensees, 2005, as amended. The SPVs undertake                      that not only stimulate and encourage the continued investment of capital into power development, but also                guidelines and exposure norms prescribed by the RBI to extend various kinds of credit facilities to NBFCs
preliminary studies and obtain necessary linkages, clearances, land and approvals including for water, land                   lead to increased competition, appropriate allocation of risk, transparency and more efficient power supply and           subject to certain conditions. Although we do not believe such exposure limits has had any adverse effects on
and power sale arrangements, prior to transfer of the projects to successful bidders. The objective is to transfer            demand management to the end consumer. The allocation of capital and the continued growth of the power                    our own liquidity, we believe that individual lenders from whom we currently borrow may not be able to
these SPVs to successful bidders, through a tariff based international competitive bidding process, who will                  sector are also linked to the continued growth of the Indian economy. Since much of the power supply in India             continue to provide us funds. As we grow our business and increase our borrowings we may face similar
then implement these projects, on payment of development costs incurred by each SPV (including a success                      has historically been provided by the central and state governments at a relatively low charge to consumers,              limitations with other lenders, which could impair our growth and interest margins and could therefore have
fee). We have and are likely to continue to incur expenses in connection with these SPVs. There may be delays                 the growth of the power industry will be impacted by consumers’ income levels and the extent to which they                a material adverse effect on our business, financial condition and results of operations. 39. We may fail to obtain
in the development of such UMPPs or we may be unable to transfer these UMPPs due to various factors,                          would be willing to pay or can be induced to pay for power. If the central and state governments’ initiatives             certain regulatory approvals in the ordinary course of our business in a timely manner or at all, or to comply with
including environmental issues, resistance by local residents, changes in related laws or regulatory frameworks,              and regulations in the power sector do not proceed to improve the power sector as intended or if there is any             the terms and conditions of our existing regulatory approvals and licenses which may have a material adverse effect
or our inability to find a developer for such projects. For example, development of two UMPPs have been                       downturn in the macroeconomic environment in India or in the power sector, our business and financial                     on the continuity of our business and may impede our effective operations in the future. We require certain
delayed due to delay in receipt of certain clearances. In addition, we may not be able to fully recover our                   performance could be adversely affected. 29. We have certain cash credit facilities which can be recalled by our          regulatory approvals, sanctions, licenses, registrations and permissions for operating and expanding our business.
expenses from the successful bidder, which may result in financial loss to us, which could adversely affect our               lenders at any time that may affect our financial condition adversely. We have certain cash credit facilities amounting   We may not receive or be able to renew such approvals in the time frames anticipated by us, or at all, which
financial condition and results of operations. We have also been appointed as a bid process coordinator for                   to ` 1524.46 crores as on September 30, 2011 which can be recalled by our respective lenders at any time.                 could adversely affect our business. If we do not receive, renew or maintain the regulatory approvals required
the ITP scheme. The ITP scheme is a tariff based competitive bidding process for ITPs, similar to that followed               In the event any of our lenders recall the cash credit facilities, we may face adverse liquidity problems and             to operate our business it may have a material adverse effect on the continuity of our business and may
for UMPPs, for the development of transmission systems through private sector participation. We earn revenue                  our financial condition may get affected to the extent of the financial assistance recalled. 30. A decline in our         impede our effective operations in the future. NBFCs in India are subject to strict regulations and supervision
from our involvement with ITP projects in a manner similar to the UMPPs. Four SPVs, were initial y incorporated               capital adequacy ratio could restrict our future business growth. We are required under applicable laws and               by the RBI. These laws and regulations impose numerous requirements on us, including those relating to asset
under the ITP scheme, of which one SPV was liquidated in December, 2010 and another SPV was transferred                       regulations to maintain a capital adequacy ratio of at least 15.0% of our risk-weighted assets, with the                  classification and prescribed levels of capital adequacy, cash reserves and liquid assets. However, as a
to the successful bidder in March, 2010 and the remaining two were recently transferred to successful bidders                 minimum requirement of Tier I capital being 10.0%. Our capital adequacy ratio was 18.22% as of September                  government company, loans made by us to Central and State entities in the power sector have been exempted
in March 2011. If we are unable to transfer these SPVs to successful bidders in the future, due to various                    30, 2011, with Tier I capital comprising 17.25%. If we continue to grow our loan portfolio and asset base, we             from certain RBI policies relating to prudential lending norms applicable to certain non-government NBFCs,
reasons such as those mentioned above, it may result in financial loss to us, which could adversely affect our                will be required to raise additional Tier I and Tier II capital in order to continue to meet applicable capital           such as asset classification norms, RBI’s norms in respect of cash reserves and liquid assets. In addition to the
financial condition and results of operations. 20. Our agreements regarding certain of our joint venture arrangements         adequacy ratios. There can be no assurance that we will be able to raise adequate additional capital in the               numerous conditions required for the registration as a NBFC with the RBI, we are required to maintain certain
or investments in other companies contain restrictive covenants, which limit our ability on transfer our shareholding         future on terms favorable to us or that we will be able to retain our IFC classification and this may adversely           statutory and regulatory permits and approvals for our business. In the future, we wil be required to renew such
in such ventures. Our Company has entered into various joint venture arrangements, pursuant to which certain                  affect the growth of our business. 31. We have entered and may enter into certain transactions with related parties,      permits and approvals and obtain new permits and approvals for any proposed operations. There can be no
joint venture companies have been incorporated, namely, National Power Exchange Limited, Energy Efficiency                    which may not be on an arm’s length basis or may lead to conflicts of interest. We have entered and may enter             assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated
Services Limited and PTC India Limited (formerly known as Power Trading Corporation of India Limited). Our                    into transactions with related parties, including our Directors. There can be no assurance that we could not have         by us or at all. Failure by us to renew, maintain or obtain the required permits or approvals may result in the
Company has also entered into a share subscription and shareholders agreement with the National Stock                         achieved more favorable terms on such transactions had they not been entered into with related parties.                   interruption of our operations and may have a material adverse effect on our business, financial condition and
Exchange and National Commodity & Derivates Exchange Limited subscribing to the equity shares of Power                        Furthermore, it is likely that we will enter into related party transactions in the future. There can be no               results of operations. Further, the RBI has not provided for any ceiling on interest rates that can be charged
Exchange India Limited. Furthermore, our Company has investments in the Small is Beautiful Fund, a venture                    assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our                by non-deposit taking NBFCs. There may be future changes in the regulatory system or in the enforcement
capital fund established with the objective to invest in equity and equity like instruments of special purpose                financial condition and results of operations. The transactions we have entered into and any future transactions          of the laws and regulations including policies or regulations or legal interpretations of existing regulations,
vehicles involved in the development of power projects. For further information see section titled “History and               with related parties have involved or could potential y involve conflicts of interest. Our subsidiary PFC Consulting      relating to or affecting interest rates, taxation, inflation or exchange controls, that could have an adverse effect
Certain Corporate Matters” on page 110 of this Shelf Prospectus. Further, as we hold minority interests in each               Limited (“PFCCL”) is engaged in the consultancy services business, and our own constitutional documents                   on non-deposit taking NBFCs. In addition, we are required to make various filings with the RBI, the RoC and
of these joint venture companies, our joint venture partners wil have control over such joint venture companies               permit us to engage in similar business, and there is no relationship agreement or similar arrangement                    other relevant authorities pursuant to the provisions of RBI regulations, Companies Act and other regulations.
(except to the extent agreed under the respective joint venture agreements). In addition, we have not made                    currently in place between PFCCL and us, which may result in potential conflicts of interest. 32. Our Directors           If we fail to comply with these requirements, or a regulator claims we have not complied with such requirements,
provisions for the decline in value of such investments. Under the terms of the relevant agreements our                       may have interests in companies/entities similar to ours, which may result in a conflict of interest that may adversely   we may be subject to penalties. Moreover, these laws and regulations can be amended, supplemented or
Company is not permitted to transfer its shareholding in the joint ventures to a third party for a specified lock-            affect future financing opportunity referrals. Some of our Directors have interests in other companies, which are         changed at any time such that we may be required to restructure our activities and incur additional expenses
in period and/or with consent of the board of director or the other parties to such agreement/ arrangement.                   in businesses similar to ours, which may result in potential conflict of interest. Our Director, Mr. M. K. Goel           in complying with such laws and regulations, which could materially and adversely affect our business. In
Such covenants may limit our ability to make optimum use of our investments or exit these joint ventures and                  is also a director on the board of PTC India Financial Services Limited, a company that has business interest             addition, any historical or future failure to comply with the terms and conditions of our existing regulatory or
thereby liquidating our investments at our discretion, which may have an adverse impact on our financial                      similar to ours. Further, our Director Mr. Devender Singh is a government nominee director on the board of                statutory approvals may cause us to lose or become unable to renew such approvals. For further details, see
condition. In addition, we cannot assure that we will be able perform or comply with our obligations under                    Rural Electrification Corporation Limited, which is also in a business similar to ours. For further information           section titled “Regulations and Policies” on page 99 of this Shelf Prospectus. 40. We are subject to stringent labour
the joint venture agreements and our failure to do so may result in a breach of such agreements, which could                  with respect to directorships of certain of our Directors, see section titled “Management” on page 121 of this            laws, thus making it difficult for us to maintain flexible human resource policies, which could have an adverse affect
affect our rights under these agreements. Further, the success of these joint ventures is dependent upon the                  Shelf Prospectus. Accordingly, potential conflicts of interest may arise out of common business objectives                on our business, financial condition and results of operations. India has stringent labour legislation that protects
cooperation of our joint venture partners. These joint ventures are subject to the risk of non-performance by                 shared by us and our Directors and there can be no assurance that these or other conflicts of interest will be            the interests of workers, including legislation that sets forth detailed procedures for employee removal and
our joint venture partners of their obligations, including their financial obligations, in respect of the joint               resolved in an impartial manner. 33. We have negative cash flows from operations in recent periods. There is no           dispute resolution and imposes financial obligations on employers upon employee layoffs. This makes it
venture. Joint venture partners may have business interests or goals that may differ from our business interests              assurance that such negative cash flows from operations shall not recur in the future. Our cash outflows relating         difficult for us to maintain flexible human resource policies, discharge employees or downsize, which though
or goals, or those of our shareholders. Any disputes that may arise between our joint venture partners and us                 to loans and advances we disburse (net of any repayments we receive) are reflected in our cash flow from                  not quantifiable, may adversely affect our business and profitability. 41. Some of the properties taken on lease
may cause delays in completion or the suspension or abandonment of the venture. In addition, though our                       operating activities whereas the cash inflows from external funding we procure (net of any repayments of such             by us may have certain irregularities in title, as a result of which our operations may be impaired.We have taken
joint ventures confer rights on us, our joint venture partners have certain decision-making rights that may limit             funding) to disburse these loans and advances are reflected in our cash flows from financing activities. The              on lease properties for the purposes of our branch offices and for residential purposes for our employees.
our flexibility to make decisions relating to such business, and may cause delays or losses. 21. We benefit from              net cash flows from investing activities primarily represent sale and purchase of fixed assets, other investments         Certain of these properties may not have been constructed or developed in accordance with local planning
certain tax benefits available to us as a lending institution. If these tax benefits are no longer available to us it would   and interest received. The following table sets forth certain information with respect to our historical negative         and building laws and other statutory requirements. In addition, there may be certain irregularities in title in
adversely affect our business, financial condition, results of operations. We have received and currently receive tax         cash flows in the periods indicated: (` in Crores) Particulars, As of March 31(Consolidated), As of September 30,         relation to some of our owned/leased properties. For example, some of the agreements for such arrangements
benefits by virtue of our status as a lending institution, including as a result of our lending within the                    2011; 2009, 2010, 2011; Net cash from operating activities, (10,736.90), (13,405.21), (16,575.45), (9079.77); Net         may not have been duly executed and/or adequately stamped or registered in the land records of the local
infrastructure sector, which have enabled us to reduce our effective tax rate. In fiscal 2008, 2009, 2010, 2011               cash from investing activities, 32.11, 8.78, (21.21), 5.01; Net cash from financing activities, 10449.28, 14,437.23,      authorities or the lease deeds have expired and have not yet been renewed. Our business may be adversely
and for the half year ended September 30, 2011, our effective tax liability, calculated on the basis of our tax               17,580.46, (8205.87); Net increase/(decrease) in cash and cash equivalents, (255.51), 1,040.80, 983.80,                   affected if we are unable to continue to utilize these properties as a result of any irregularity of title or
liability as a percentage of profit before tax, was 27%,24.7%,26.6%, 25.37% and 25.27% respectively, compared                 (868.89). Our operating profits before allocation for working capital changes in these periods were as follows:           otherwise. 42. We have not entered into any definitive arrangements to utilise the Net Proceeds towards the object
to statutory corporate tax rates (including surcharge and cess) of 33.99%, 33.99%, 33.99%, 33.22% and 32.44%                  Particulars, Amount (` in crores); Fiscal 2009, 2270.98; Fiscal 2010, 2831.52; Fiscal 2011, 3647.36; As of                of this Issue. We intend to utilize the Net Proceeds raised through this Issue towards lending purposes, debt
respectively in such periods. The availability of such tax benefits is subject to the policies of the GoI, among              September 30, 2011, 2084.51. However, our net cash flow from operating activities was negative in these                   servicing and working capital requirements, after meeting the Issue expenses. Our Company has not entered
other things, and there can be no assurance as to any tax benefits that we will receive in the future. If the                 periods as a result of an increase in our lending operations. 34. Our insurance may not be adequate to protect            into any definitive agreements for utilization of the Net Proceeds towards the object of this Issue. For further
laws or regulations regarding these tax benefits are amended, our taxable income and tax liability may                        us against all potential losses to which we may be subject. We maintain insurance for our physical assets such            details in this regard, see the section titled “Objects of the Issue” on page 61 of the Shelf Prospectus. 43. We
increase, which would adversely impact our financial condition and results of operations. 22. We may make equity              as our office and residential properties against standard fire and special perils (including earthquake), amounting       may become liable for the acts or omissions of external consultants engaged by PFC Consulting Limited (“PFCCL”).
investments in power sector in the future and such investments mayerode/depreciate. Wemaymakeequityinvestments                to ` 108 crores. In addition, we maintain a group personal accident insurance as well as directors’ and officers’         Our Company’s wholly-owned subsidiary, PFCCL, provides consultancy services and may undertake execution
in the power sector either directly or indirectly. As of September 30, 2011, our investments in equity and equity             insurance policy. However, the amount of our insurance coverage may be less than the replacement cost of                  and valuation of projects in the power distribution sector on behalf of its clients. For these purposes, PFCCL
linked instruments were ` 26.68 crores. The value of these investments depends on the success and continued                   such property and may not be sufficient to cover all financial losses that we may suffer should a risk materialize.       employs external consultants. In the event that any acts or omissions of these external consultants result in
viability of these businesses. In addition to the project-specific risks described in the above risk factors, we have         If we were to incur a significant liability for which we were not fully insured, it could have a material adverse         professional negligence or breach of contract, we could become liable to our clients or third parties for the acts
limited control over the operations or management of these businesses. Therefore, our ability to realize                      effect on our results of operations and financial position. In addition, in the future, we may not be able to             or omissions of such external consultants which could have an adverse affect on our business, financial
expected gains as a result of our equity interest in a business is highly dependent on factors outside our control.           maintain insurance of the types or in the amounts which we deem necessary or adequate or at premiums which                condition and results of operations. 44. Any Cross Default of financial indebtedness would trigger payment to all
Write-offs or write-downs in respect of our equity investments may adversely affect our financial performance.                we consider acceptable. The occurrence of an event for which we are not adequately or sufficiently insured or             other borrowings made by the corporation thereby adversely affecting the liquidity position of the Company. PFC
23. The GoI holds a majority of our Equity Shares and can therefore determine the outcome of shareholder voting               the successful assertion of one or more large claims against us that exceed available insurance coverage, or              has given cross default covenant in few of its borrowings which means that if the company defaults in any of
and influence our operations. Our principal shareholder, GoI, holding 73.72% of our paid up equity sharecapital,              changes in our insurance policies (including premium increases or the imposition of large deductible or co-               its obligation under its loan, the loan which has the cross default clause will also become payable even if there
exercises a significant degree of influence over us and will be able to control the outcome of any proposal                   insurance requirements), could have a material and adverse effect on our business, financial condition, results           is no breach of covenant or default of payment on this loan. The risk may have impact on the liquidity in case
that can be passed with a majority shareholder vote. In addition, the GoI significantly influences our operations             of operations, and cash flows. 35. We may not be able to identify attractive financing or investment opportunities,       of happening of such event. 45. Volatility in Foreign Exchange and un-hedged foreign currency could adversely affect
through its various departments and policies. 24. We are subject to restrictive covenants under our credit facilities         or provide financing to or make investments in such identified opportunities, which may adversely affect our financial    our financial conditions and results of operations. The Company has put in place Currency Risk Management
that could limit our flexibility in managing our business. There are restrictive covenants in the agreements we               condition and results of operations. There can be no assurance that we will be able to identify attractive                (CRM) policy to manage risks associated with foreign currency borrowings. The Company enters into hedging
have entered into with certain banks and financial institutions for our short term borrowings, medium term                    financing or investment opportunities that meet our financing and investment criteria, or provide financing to            transactions to cover exchange rate and interest rate risk through various instruments like currency forward,
borrowings, long term borrowings and bonds trust deeds. These restrictive covenants require us to maintain                    or make investments in such identified opportunities. The activity of identifying attractive financing and investment     option, principal swap, interest rate swap and forward rate agreements. We are currently engaged in borrowing
certain financial ratios and seek the prior permission of these banks/financial institutions for various activities,          opportunities is highly competitive and providing financing to or making such investments may be subject to               from the foreign market in foreign currency. The enhanced level of borrowing will expose PFC to fluctuations
including, amongst others, selling, leasing, transferring or otherwise disposing of any part of our business or               various factors beyond our control. In addition, we may not be able to fully ascertain the risks involved in the          in foreign exchange rates which may have adverse effects on financial results of the corporation. As on 30th
revenues, effecting any scheme of amalgamation or reconstitution, implementing a new scheme of expansion                      power sector projects we finance or invest in due to limited information. Furthermore, any investment that we             September, 2011, our outstanding foreign currency borrowing is 6%approx. of the total liabilities. Although we
or taking up an allied line of business. Such restrictive covenants in our loan and bond documents may restrict               make in power sector projects may be subject to contractual, legal and other restrictions, such as pre-emption            have in place currency risk management policy to manage risk associated with foreign currency borrowing but
our operations or ability to expand and may adversely affect our business. For details of these restrictive                   rights and the requirement to obtain consents and approvals on resale. Lack of liquidity in these investments             there is no assurance that it will remain effective over a period of time. We expect our Company may be
covenants, see the section titled “Financial Indebtedness” beginning on page 134 of the Shelf Prospectus. 25.                 may make it difficult to sell investments even if we determine that the sale is in our interest. In addition, if          exposed to fluctuations in foreign currency rates with the increased foreign currency borrowings. Volatility in
Our success depends in large part upon our management team and skilled personnel and our ability to attract and               we are required to liquidate all, or a portion of our investment portfolio quickly, we may not realize an                 foreign exchange could adversely affect our financial conditions. As on September 30, 2011, we had entered
retain such persons.The loss of key personnel may have an adverse affect on our business, results of operations,              appropriate value for our investments. We may also face other restrictions on our ability to liquidate an                 into hedging transaction or lent on back-to-back basis to cover 13.75% of its foreign currency principal exposure.
financial condition and ability to grow. Our future performance depends on the continued service of our                       investment in an investee company to the extent that we have material non-public information regarding such               46. Significant differences exist between Indian GAAP and IFRS which may be material to investor’s assessment of
management team and skil ed personnel. We also face a continuous challenge to recruit and retain a sufficient                 company. In addition, the large number of competitors compared to the limited number of attractive investment             our financial condition. We may be required to prepare annual and interim financial statements under IFRS
number of suitably skilled personnel, particularly as we continue to grow. There is significant competition for               opportunities in the Indian power sector may increase the cost at which investments may be made and reduce                in accordance with the roadmap for the adoption of, and convergence with, IFRS announced by the Ministry
management and other skilled personnel in our industry, and it may be difficult to attract and retain the                     potential profits. We may also incur significant expenses identifying, investigating and seeking to acquire               of Corporate Affairs, GoI in January, 2010. The convergence of certain Indian Accounting Standards with IFRS
personnel we need in the future. While, we have employee friendly policies including an incentive scheme                      potential investments, which are ultimately not consummated, including expenses relating to due diligence,                was notified by the Ministry of Corporate Affairs on February 25, 2011. The date of implementing such
to encourage employee retention, the loss of key personnel may have an adverse affect on our business, results                transportation, extended competitive bidding processes, legal expenses and the fees of other third-party                  converged Indian accounting standards has not yet been determined, and will be notified by the Ministry of
of operations, financial condition and ability to grow. 26. The power sector financing industry is becoming                   advisors. Furthermore, in case of equity investments in the power sector, our competing entities may seek to              Corporate Affairs in due course after various tax-related and other issues are resolved. Our financial condition,
increasingly competitive and our growth wil depend on our ability to compete effectively and maintain a low effective         sell assets at the same time as us, thereby resulting in a decline in the value of such assets. 36. We are in             results of operations, cash flows or changes in shareholders’ equity may appear material y different under IFRS
cost of funds. We face increasing competition from public and private sector commercial banks in India and                    process of executing a perpetual lease deed for our registered office premises and consequently do not have title to      than under Indian GAAP. This may have a material adverse effect on the amount of income recognized during
from other financial institutions that provide power sector finance products or services. Many of our competitors             the premises at present. In accordance with the Memorandum of Agreement dated February 5, 2002 entered                    that period and in the corresponding period in the comparative period. In addition, in our transition to IFRS
have greater and cheaper resources than we do. Competition in our industry depends on, among other things,                    into with NDMC, we were required to execute a perpetual lease deed with the NDMC after completion of                      reporting, we may encounter difficulties in the ongoing process of implementing and enhancing our management
the ongoing evolution of government policies relating to the industry, the entry of new participants into the                 construction of the building where our registered office is located. We are currently awaiting execution of the           information systems. Moreover, our transition may be hampered by increasing competition and increased costs
industry and the extent to which there is consolidation among banks and financial institutions in India. Our                  same, as a result of which, we presently do not hold title to the premises where our registered office is situated.       for the relatively small number of IFRS-experienced accounting personnel available as more Indian companies
ability to compete effectively is dependent on our ability to maintain a low effective cost of funds. Our                     37. Our business and our industry are dependent on the policies and support of the Government of India which              begin to prepare IFRS financial statements. 47. There is a significant risk due to changes in environment norms
borrowing costs have been competitive in the past initially due to the sizeable equity contribution by the GoI                makes us susceptible to changes in such policies and the level of support we receive. We are a GoI undertaking            being followed for the thermal power projects with the corporation’s main focus for financing of thermal projects,
as a 100% owner, the availability of tax-free bonds, SLR bonds and loans guaranteed by the GoI and                            operating in a regulated industry. Our business and our industry are dependent, directly and indirectly, on the           it may pose problems in future. With the adoption of norms provided for the climate conservation in line with
subsequently as a result of our strong credit ratings. With the growth of our business, we are increasingly reliant           policies and support of the GoI in many significant ways, including with respect to the cost of our capital, the          the global parameters there may be risk for the environmental norms being followed for the thermal power
on funding from the debt capital markets and commercial borrowings. The market for such funds is competitive                  financial strength of our borrowers, the management and growth of our business and our industry and our                   projects which is the PFC’s major focus in financing of the generation projects. This may pose a problem in
and our ability to obtain funds on acceptable terms will depend on various factors including our ability to                   overall profitability. Historically, we have been able to reduce our cost of capital and reliance on commercial           the future sanctions/ disbursements and also the timely implementation of these power projects. Consequently
maintain our credit ratings. If we are unable to access funds at an effective cost that is comparable to or lower             borrowings because of various forms of assistance received from GoI. Currently, we receive tax concessions with           any delay in implementation of these projects will have adverse impact on the financials of the Corporation.
than our competitors, we may not be able to offer competitive interest rates to our borrowers, which could                    respect to certain types of our bonds that enable us to price such bonds at a lower rate of interest than would           48. As the Company adopts Information Technology the risk exists for the possibilities of IT frauds. With the
adversely affect our business growth. 27. Power projects carry certain risks, which to the extent they materialize could      otherwise be available to us. We also benefit from direct tax benefits provided by the GoI. The GoI also impacts          computerization of the accounting, payroll, human resource systems and in other areas of PFC, there is every
adversely affect our business and financial performance. Our business mainly consists of lending to and providing             the nature of our business in a number of ways. In particular, the GoI establishes the schemes in which we                possibility of fraud related to hacking of internal systems, possibility of manual intervention which may lead
advisory services to power sector projects in India. Power sector projects carry project-specific as well as general          and our borrowers participate. Like any other public sector undertaking, the GoI can also influence or determine          to frauds.
risks. These risks are generally out of our control and include: political, regulatory, fiscal, monetary, legal               key decisions about our Company, including with respect to dividends and the appointment of members of                    RISKS RELATING TO THE INDIAN ECONOMY: We are an Indian company and all of our assets and customers
actions and policies that may adversely affect the viability of projects to which we lend; changes in                         our Board. Additionally, the GoI may implement policies that are inconsistent with our business objectives. For           are located in India. Consequently, our financial performance will be influenced by political, social and
government and regulatory policies relating to the power sector; delays in the construction and operation                     example, although we intend to continue to diversify our asset portfolio and continue to increase generation-             economic developments in India and in particular by the policies of the GoI. For Risks relating to the Indian
of projects to which we lend; adverse changes in demand for, or the price of, power generated or distributed                  related lending activity, our lending capacity is not unlimited and the GoI could seek refocus of our lending             Economy, please refer to page no. 26 of the Shelf Prospectus.
by the projects to which we lend; the willingness and ability of consumers to pay for the power produced                      capacity on transmission and distribution projects or rural areas. Our borrowers are also significantly impacted          RISKS RELATING TO THE BONDS: 64. There has been no prior public market for the Bonds and it may not develop
by projects to which we lend; shortages of, or adverse price developments for, raw materials and key inputs                   by the policies and support of the GoI in a variety of ways, as the GoI regulates the industry in which our               in the future, and the price of the Bonds may be volatile. The Bonds have no established trading market. There
for power production such as coal and natural gas; increased project costs due to environmental challenges                    borrowers operate. For example, the GoI has established a number of schemes and provides incentives that                  can be no assurance that an active public market for the Bonds will develop or be sustained. The liquidity and
and changes in environmental regulations; potential defaults under financing arrangements of project                          provide benefits to power projects that have enhanced the financial viability of the projects and the financial           market prices of the Bonds can be expected to vary with changes in market and economic conditions, our
companies and their equity investors; failure of co-lenders with us under consortium lending arrangements                     position of our borrowers. Additionally, the GoI has in the past assisted us in procuring the repayment of our            financial condition and prospects and other factors that generally influence market price of Bonds. Such
to perform on their contractual obligations; failure of third parties such as contractors, fuel suppliers, sub-               loans from our borrowers. Furthermore, the growth of our business is dependent upon the continued growth                  fluctuations may significantly affect the liquidity and market price of the Bonds, which may trade at a discount
contractors and others to perform on their contractual obligations in respect of projects to which we lend;                   of the power sector and the overall Indian economy, which are significantly impacted by the policies of the               to the price at which you purchase the Bonds. 65. The Bonds are classified as ‘tax free bonds’ eligible for tax
adverse developments in the overall economic environment in India; adverse fluctuations in interest rates                     GoI. Changes in the policies of or in the level of direct or indirect support to us provided by, the GoI in these         exemption under Section 10(15)(iv)(h) of the Income Tax Act, up to an amount of interest on such bonds.The Bonds
or currency exchange rates; and economic, political and social instability or occurrences such as natural                     or other areas could have a material adverse effect on our business, financial condition and results of                   are classified as ‘tax free bonds’ issued in terms of Section 10(15)(iv)(h)ofthe Income Tax Act and the notification
disasters, armed conflict and terrorist attacks, particularly where projects are located or in the markets they are           operations. 38. Our ability to borrow from various banks may be restricted by changes in guidelines issued by the         dated September 23, 2011, issued by the CBDT. In accordance with the said section, the amount of interest
intended to serve. To the extent these or other risks relating to the power projects we finance materialize, the              RBI imposing restrictions on banks in relation to their exposure on NBFCs, including us, that may adversely affect        on such bonds shall be entitled to exemption under the provisions of Income Tax Act. Therefore only the
quality of our asset portfolio and our profitability may be adversely affected. 28. Negative trends in the Indian             our growth and margins. The RBI regulates on a continuous basis, the permitted exposure (both lending and                 amount of interest on bonds is exempt and not the actual amount of investment. 66. There is no guarantee that
                                                                                                                                                                                                                                                                        POWER FINANCE CORPORATION LIMITED                                                                7
                                             IN THE NATURE OF FORM 2A - ABRIDGED PROSPECTUS CONTAINING SALIENT FEATURES OF THE PROSPECTUS
the Bonds issued pursuant to this Issue will be listed on BSE in a timely manner, or at all. In accordance with      redemption reserve only to the extent of 50% of the Bonds issued and the Bondholders may find it difficult                rating of ICRA AAA (pronounced ICRA triple A) to the Long Term Borrowing Programme of ` 43,500 crores,
Indian law and practice, permissions for listing and trading of the Bonds issued pursuant to this Issue will not     to enforce their interests in the event of or to the extent of a default in excess of such reserve. 69. Changes in        during the financial year 2011-12.These ratings may be suspended, withdrawn or revised at any time. Any
be granted until after the Bonds have been issued and allotted. Approval for listing and trading will require        interest rates may affect the price of the Bonds. All securities where a fixed rate of interest is offered, such as the   revision or downgrading in the credit rating may lower the trading price of the Bonds and may also affect our
all relevant documents authorising the issuing of Bonds to be submitted. There could be a failure or delay           Bonds, are subject to price risk. The price of such securities wil vary inversely with changes in prevailing interest     ability to raise further debt. For the rationale for these ratings, see Annexure II. 71. Payments made on the Bonds
in listing the Bonds on the BSE. 67. You may not be able to recover, on a timely basis or at all, the full value     rates, i.e., when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices    will be subordinated to certain tax and other liabilities preferred by law. The Bonds wil be subordinated to certain
of the outstanding amounts and/or the interest accrued thereon in connection with the Bonds. Our ability to pay      increase. The extent of fall or rise in the prices is a function of the existing coupon rate, days to maturity and        liabilities preferred by law such as to claims of the GoI on account of taxes, and certain liabilities incurred in
interest accrued on the Bonds and/or the principal amount outstanding from time to time in connection                the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently         the ordinary course of our transactions. In particular, in the event of bankruptcy, liquidation or winding-up, our
therewith would be subject to various factors, including our financial condition, profitability and the general      accompany inflation and/or a growing economy, are likely to have a negative effect on the trading price of the            assets will be available to pay obligations on the Bonds only after all of those liabilities that rank senior to
economic conditions in India and in the global financial markets. We cannot assure you that we would be able         Bonds. 70. Any downgrading in credit rating of our Bonds may affect the trading price of our Bonds. CRISIL                these Bonds have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient
to repay the principal amount outstanding from time to time on the Bonds and/or the interest accrued thereon         Limited (“CRISIL”) has assigned a rating of CRISIL AAA/Stable (pronounced as “CRISIL Triple A rating with                 assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the Bonds.Further,
in a timely manner, or at all. 68. A debenture redemption reserve will be created, only up to an extent of 50% for   stable outlook”) vide its letter no. SN/FSR/PFC/2011-12/865 to the long term borrowing programme of `                     there is no restriction on the amount of debt securities that we may issue that may rank above the Bonds.The
the Bonds. The Department of Company Affairs General Circular No.9/2002 No.6/3/2001-CL.V dated April 18,             38,500 Crores and CRISIL A1+ (pronounced as CRISIL A One Plus) vide its letter no. SN/FSR/PFC/2011-12/                    issue of any such debt securities may reduce the amountrecoverable by investors in the Bonds on our bankruptcy,
2002 specifies that a Public Financial Institution (“PFI”) shall create debenture redemption reserve to the extent   866to the short term borrowing programme of ` 5000 Crores both dated October 13, 2011(total ` 43,500                      winding-up or liquidation.
of 50% of the value of the debentures issued through public issue. Therefore, we will maintain a debenture           crores) and ICRA Limited has by its letter no. D/RAT/2011-2012/P3/20 dated October 21, 2011, assigned a
GENERAL INFORMATION                                                                                                  HISTORY AND CERTAIN CORPORATE MATTERS                                                                                     the Registrar to the Issue to ensure that investor grievances are handled expeditiously and satisfactorily
Our Company was incorporated on July 16, 1986 as a public limited company under the Companies Act.                   History and main objects: For details, please refer page 110 of the Shelf Prospectus..                                    and to effectively deal with investor complaints. All grievances relating to the Issue should be addressed
We received a certificate for commencement of business on December 31, 1987. The GoI incorporated our                MANAGEMENT                                                                                                                to the Registrar to the Issue and the Compliance Officer giving full details of the Applicant, number of
Company as a financial institution in order to finance, facilitate and promote power sector development              Board of Directors: For details, regarding Boards of Directors of the Company, please refer to page                       Bonds applied for, amount paid on application and Bankers to the Issue / Designated Collection Centre
in India with the President of India holding 100% of our paid up equity share capital at the time of                 no. 121 of the Shelf Prospectus.                                                                                          / Agent to which the application was submitted.
incorporation and at present its shareholding is 73.72% of our paid up equity share capital. Registered and          STOCK MARKET DATA FOR OUR EQUITY SHARES/DEBENTURES : For details, please refer                                            SELECTED FINANCIAL INFORMATION
Corporate Office: ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi- 110 001, India. Tel.: +91             page 132 of the Shelf Prospectus.                                                                                         Statement of Consolidated Assets & Liabilities                                                 (` in crore)
11 2345 6000; Fax: +91 11 2341 2545; Website: www.pfc.gov.in                                                         FINANCIAL INDEBTEDNESS : For details, please refer page 134 of the Shelf Prospectus.
Registration; Details; Registration/Identification number: Registration Number 24862; Corporate Identity Number      OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS : For details, please refer page 139 of the                                Description                                        Schedule           As at          As at         As at
L65910DL1986GOI024862; RBI Registration Number classifying Company as Infrastructure Finance                         Shelf Prospectus.                                                                                                                                                               Number 31.03.2011 31.03.2010 31.03.2009
Company; B-14.00004; For details on changes in our Registered Office, see “History and Certain Corporate             OTHER REGULATORY AND STATUTORY DISCLOSURES                                                                                  I. SOURCES OF FUNDS
Matters” on page 110 of this Shelf Prospectus. Address of the Registrar of Companies: The Registrar of               Authority for the Issue: For further details, please refer to point no. 1 of page no. 3 of this application form            (1) Share Holder’s Funds
Companies, NationalCapitalTerritory of Delhi and Haryana, 4th Floor, IFCITower, 61, Nehru Place, New                 or page no. 27 of Tranche Prospectus 1.
                                                                                                                                                                                                                                                        (a) Share Capital                                1          1147.77 1147.77 1147.77
Delhi 110 019, India, Tel: +91 (11) 2623 5704, Fax: +91 (11) 2623 5702. Company Secretary and                        Eligibility to make the Issue: The Company, the persons in control of the Company or its promoter have
Compliance Officer : Mr. J. S. Amitabh, 'Urjanidhi', 1, Barakhamba Lane, Connaught Place,                            not been restrained, prohibited or debarred by SEBI from accessing the securities market or dealing in                             (b) Reserves & Surplus                           2        14093.04 12143.80 10369.78
New Delhi 110 001, India. Tel: +91 11 2345 6000, Fax: +91 11 2345 6285,                                              securities and no such order or direction is in force.                                                                                                                                      15240.81 13291.57 11517.55
E-mail: taxfreebonds11-12@pfcindia.com, Website: www.pfc.gov.in.                                                     Consents: Consents in writing of the Directors, the Compliance Officer, the Statutory Auditors, Bankers to                  (2) Loans Funds
Expert Opinion: Except the letters dated October 13, 2011and October 21, 2011 issued by CRISIL and                   the Company, Bankers to the Issue, Lead Managers, Registrar to the Issue, Legal Advisors to the Issue,                             Secured Loans                                    3            235.36           0.00          0.00
ICRA, respectively, in respect of the credit rating for the Bonds, and the report dated November 29, 2011            Credit Rating Agencies and the Debenture Trustee for the Bondholders, to act in their respective capacities,                       Unsecured Loans                                  3        85363.21 67108.41 52160.15
on ourAudited standalone and consolidated financial statements for the financial year March 31, 2007,                have been obtained and shall be filed along with a copy of each tranche prospectus with the RoC. The                                                                                        85598.57 67108.41 52160.15
2008, 2009, 2010, 2011, the report dated November 9, 2011 on Audited standalone and consolidated                     Company has appointed GDA Trustee & Consultancy Limited as Debenture Trustee under regulation 4(4)                          (3) Interest Subsidy Fund from GOI                                   451.87         663.49       908.94
financial statements of the Company for the half year ended September 30, 2011 and statement of tax                  of the SEBI Debt Regulations. The Debenture Trustee has given its consent to the Company for its                            (4) Deferred Tax Liablity (Net of Asset )                             82.90          46.93         55.48
benefits dated November 29, 2011 issued by Raj Har Gopal & Co. and N.K. Bhargava & Co., Statutory                    appointment under regulation 4(4) and also in all the subsequent periodical communications sent to the                             Total                                                    101374.15 81110.40 64642.12
Auditors of the Company, the Company has not obtained any expert opinion.                                            holders of debt securities.                                                                                                 II. APPLICATION OF FUNDS
Minimum Subscription: In terms of the SEBI Debt Regulations, an issuer undertaking a public issue of                 Expert Opinion: Except the letters dated October 13, 2011and October 21, 2011 issued by CRISIL and                          (1) Fixed Assets                                        4
debt securities is required to disclose the minimum amount of subscription that it proposes to raise through         ICRA, respectively, in respect of the credit rating for the Bonds, and the report dated November 29, 2011                          (a) Gross Block                                                99.15          93.31         97.37
the issue in the offer document. In the event that an issuer does not receive the minimum subscription               respectivelyon our audited standalone and consolidated financial statements for the financial year March
disclosed in the offer, all application monies received in the public issue are required to be refunded              31, 2007, 2008, 2009, 2010, 2011, the report dated November 9, 2011 on Audited standalone and                                      Less : Depreciation                                            24.57          20.47         22.19
forthwith. The Company has decided to set no minimum subscription for this Issue.                                    consolidated financial statements of the Company for the half year ended September 30, 2011 and                                    Net Block                                                      74.58          72.84         75.18
ISSUE PROGRAMME*                                                                                                     statement of tax benefits dated November 29, 2011issued by Raj Har Gopal & Co. and N.K. Bhargava                                   (c) Capital Works in Progress                                   2.28           1.73          0.00
   ISSUE OPENS ON : Friday, December 30, 2011 ISSUE CLOSES ON : Monday, January 16, 2012                             & Co., Statutory Auditors of the Company, the Company has not obtained any expert opinion.                                  (2) Investments                                         5             26.63          30.02         35.08
                                                                                                                     Common Form of Transfer: There shall be a common form of transfer for the Bonds held in physical form                       (3) Loans                                               6        99570.74 79855.76 64428.99
*The subscription list for the Issue shall remain open for subscription at the commencement of banking               and relevant provisions of the Companies Act and all other applicable laws shall be duly complied with                      (4) Current Assets, Loans & Advances                    7
hours and close at the close of banking hours, with an option for early closure (subject to the Issue being          in respect of all transfer of the Bonds and registration thereof.                                                                  (a) Cash & Bank Balances                                    2444.19 1460.39               418.99
open for a minimum of 3 days i.e. till January 2, 2012) or extension by such period, upto a period of 30             Minimum Subscription: Under the SEBI Debt Regulations, the Company is required to stipulate a minimum                              (b) Other Current Assets                                    1943.64 1599.14 1345.35
days from the date of opening of the Issue, as may be decided by the Board of Directors/ Committee of                subscription amount which it seeks to raise. The consequence of minimum subscription amount not being                              (c) Loans & Advances                                          663.18         504.85       449.89
the Company. In the event of such early closure of the subscription list of the Issue, our company shall             raised is that the Issue shall not proceed and the application moneys received are refunded to the
ensure that public notice of such early closure is published on or before the day of such early date of                                                                                                                                                                                                             5051.01 3564.38 2214.23
                                                                                                                     Applicants.                                                                                                                        Less : Current Liabilities & Provisions          8
closure through advertisement/s in a leading national daily newspaper.                                               The company has decided to set no minimum subscription for the issue.
Further, Allotment shall be on first come first serve basis with the Issuer Company having the discretion            No Reservation or Discount: There is no reservation in this Issue nor will any discount be offered in this                         (a) Current Liabilities                                     3040.47 2167.23 1880.38
to close the Issue early irrespective of whether any of the Portion(s) are fully subscribed.                         Issue, to any category of investors.                                                                                               (b) Provisions                                                310.82         247.10       231.02
CAPITAL STRUCTURE                                                                                                    Previous Public or Rights Issues by the Company during last five years: For details, please refer to page 28                                                                                   3351.29 2414.33 2111.40
Our share capital as on the date of this Shelf Prospectus is set forth below:                                        of Tranche Prospectus 1.                                                                                                           Net Current Assets                                          1699.72 1150.05               102.83
                                                                              Aggregate value (` in crores)          Commission or Brokerage on Previous Public Issues: Our Company has incurred an aggregate amount of                          (5) MISCELLANEOUS EXPENDITURE
                                                                                                                     ` 2.87crores plus service tax on account of fees for underwriting and selling commission in relation to                            (To the extent not written-off or adjusted)
    Authorised share capital                                                                                         its issue of long term infrastructure bonds undertaken in fiscal 2011.                                                             Preliminary Expenses                                            0.20           0.00          0.04
    2,000,000,000 Equity Shares of ` 10 each                                                          2,000.00       Change in auditors of Our Company during the last three years: For Fiscal 2008 and 2009, Bansal Sinha                                                                                       101374.15 81110.40 64642.12
    Issued, subscribed and paid up share capital                                                                     &Co., Chartered Accountants were the statutory auditors of our Company. In Fiscal 2009 and 2010, our
    1,319,931,705 Equity Shares of ` 10 each                                                          1,319.93       Board appointed, as approved by the Office of Comptroller and Auditor General of India, K.K. Soni & Co.,                    Statement of Consolidated Profits                                                             (` in crore)
    Securities premium account                                                                         4,092.67      Chartered Accountants as our statutory Auditors. In Fiscal 2010, our Board appointed, as approved by the                    Description                                         Schedule Year ended Year ended Year ended
For further details, please refer page 57 of the Shelf Prospectus.                                                   Office of Comptroller and Auditor General of India, Raj Har Gopal & Co., Chartered Accountants as our                                                                            Number 31.03.2011 31.03.2010 31.03.2009
OBJECTS OF THE ISSUE                                                                                                 Statutory Auditors, jointly with K. K. Soni & Co. In Fiscal 2011, our Board appointed, Mehra Goel & Co.,                    INCOME
Issue Proceeds: CBDT vide its Notification No. 52/2011 [F.No. 178/56/2011-(ITA 1)] dated September 23,               Chartered Accountants, as approved by the Office of Comptroller and Auditor General of India, in place                      Operating Income                                         9       10174.95 8043.20 6572.02
2011 authorised the Company to raise Tax Free Bonds aggregating to ` 5,000 crores out of which, the                  of K. K. Soni & Co. Our financial statements for the Fiscal March 31, 2011, were audited jointly by Raj                     Other Income                                            10            39.15          78.51         27.58
Company has already raised funds through two private placements vide documents dated September 28,                   Har Gopal & Co., Chartered Accountants and Mehra Goel & Co., Chartered Accountants. In Fiscal 2012,
2011 and November 1, 2011, respectively, aggregating to an amount of ` 966.87 crores. Thus, the                      our Board appointed, as approved by the Office of Comptroller and Auditor General of India, N. K.                           Exchange Risk Management
Company proposes to raise the balance amount of ` 4033.13crores through public issue of Tax Free                     Bhargava & Co., Chartered Accountants as our statutory auditor in place of Mehra Goel & Co.                                 Account written back
Bonds in one or more tranche(s), prior to March 31, 2012.The funds raised through this Issue will be                 Revaluation of assets: Our Company has not revalued its assets in the last five years.                                      Total                                                            10214.10 8121.71 6599.60
utilized towards lending purposes, debt servicing and working capital requirements. The main objects                 Utilisation of Proceeds: The proceeds of the Issue shall be utilised towards lending purposes, debt servicing               EXPENSES
clause of our Memorandum of Association permits our Company to undertake its existing activities as well             and working capital requirements. We shall utilize the Issue proceeds only upon creation of security as                     Interest and other charges                              11         6426.46 4915.39 4436.61
as the activities for which the funds are being raised through this Issue. In accordance with the SEBI Debt          stated in this Shelf Prospectus in the section titled ¯”Terms of the Issue – Security” and after permission or              Bonds Issue Expenses                                    12            63.05          43.79         65.68
Regulations, our Company will not utilize the proceeds of the Issue for providing loans to or acquisition            consent for creation of security pursuant to the terms of the Debenture Trust Deed sought to be provided                    Personnel & Administration Expenses                     13           102.11         114.93         84.03
of shares of our Subsidiaries. Further, our Company is a public sector enterprise and, as such, we do not            as Security. The Issue proceeds shall not be utilized for providing loan to or acquisition of shares of any                 Depreciation                                                           4.31           3.40          3.85
have any identifiable ‘group’ companies or ‘companies under the same management’. The Issue proceeds                 person who is part of the same group or who is under the same management. Further, the end-use of                           Amortisation of Intangible Assets                                      0.77           0.43          0.28
shall not be utilized towards full or part consideration for the purchase or any acquisition, including by way       the proceeds of the Issue, duly certified by the statutory auditors of the Company, shall be reported in the                Provision for Contingencies                                           31.79          -0.57          2.17
of a lease, of any property. Further, PFC undertakes that Issue proceeds from Bonds allotted to banks shall          annual reports of our Company and other reports issued by our Company to relevant regulatory authorities,                   Provision for decline in value of investments                         -0.06          -1.52          1.49
not be usedfor any purpose which may be in contravention of the RBI guidelines on bank financing to                  as applicable.                                                                                                              Preliminary Expenses written off                                       0.00           0.34          0.01
NBFCs including those relating to classification as capital market exposure or any other sectors that are            Statement by the Board of Directors: (i) All monies received out of the each Tranche Issue of the Bonds to
prohibited under the RBI regulations                                                                                 the public shall be transferred to a separate bank account other than the bank account referred to in sub-                  Total                                                              6628.43 5076.19 4594.12
Interim use of Proceeds: The Board of Directors of the Company, in accordance with the policies formulated           section (3) of section 73 of the Companies Act; (ii) Details of all monies utilised out of the each Tranche                 Profit for the year                                                3585.67 3045.52 2005.48
by them from time to time, will have flexibility in deploying the proceeds received from the Issue. Pending          Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in our Balance                      Prior Period adjustments                                14            -0.08           0.10          0.02
utilization of the proceeds out of the Issue for the purposes described above, the Company intends to                Sheet indicating the purpose for which such monies were utilised; and (iii) Details of all unutilised monies                Profit before tax                                                  3585.59 3045.62 2005.50
temporarily invest funds in high quality interest bearing liquid instruments including money market mutual           out of the each Tranche Issue referred to in sub-item (i), if any, shall be disclosed under an appropriate                  Less(-)/Add(+) : Provision for taxation
funds, deposits with banks or temporarily deploy the funds in investment grade interest bearing securities           separate head in our Balance Sheet indicating the form in which such unutilised monies have been                            - Current Year :-
or inter corporate loans as may be approved by the Board. Such investment would be in accordance with                invested. The funds raised by us from previous bonds issues have been utilised for our business as stated                   - Tax                                                               -912.94        -811.66 -497.27
the investment policies approved by the Board or any committee thereof from time to time.                            in the respective offer documents.                                                                                          - Earlier Years :-
Monitoring of Utilization of Funds: In terms of the SEBI Debt Regulations, there is no requirement for               Disclaimer clause of BSE: BSE LIMITED (“THE EXCHANGE”) HAS GIVEN VIDE ITS LETTER DATED DECEMBER                             - Tax                                                                 10.45         135.79         32.61
appointment of a monitoring agency in relation to the use of proceeds of the Issue. Our Board of Directors           13, 2011, PERMISSION TO PFC TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF                                     Less/Add: Deferred tax liability(-)/Asset(+)
shall monitor the utilisation of the proceeds of the Issue. Our Company will disclose in our financial               THE STOCK EXCHANGES ON WHICH COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE                                            - Current Year                                                       -35.98           8.55        -43.61
statements for the relevant fiscal commencing from Fiscal 2012, the utilization of the proceeds of the Issue         EXCHANGE HAS SCRUTINUZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF                                            - Reversal of DTL of Earlier Years
under a separate head along with any details in relation to all such proceeds of the Issue that have not             DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THE COMPANY. THE                                             (Refer Note No.19 of Schedule-18,
been utilized thereby also indicating investments, if any, of such unutilized proceeds of the Issue. We shall        EXCHANGE DOES NOT IN ANY MANNER: (I) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR
utilize the proceeds of the Issue only upon the execution of the documents for creation of security as stated        COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; OR (II) WARRANT THAT                                            Notes on Accounts of FY 2008-09)                                       0.00           0.00       483.24
in the Tranche Prospectus-1 in the section titled - "Terms of the Issue - Security" on page 41 of Tranche            COMPANY’S SECURITIES WILL BE LISTED AND WILL CONTINUE TO BE LISTED ON THE EXCHANGE;                                         Less(-) / Add(+) : Provision for
Prospectus-1 and upon the listing of the Bonds. We propose to issue Bonds to NRIs on a non-repatriable               OR (III) TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY,                                      fringe benefit tax                                                     0.00           0.00         -0.78
as well as repatriable basis. Under the provisions of the Foreign Exchange Management (Borrowing and                 ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY; AND IT SHOULD                                       Profit after tax available for appropriations 15                   2647.12 2378.30 1979.69
Lending in Rupees) Regulations, 2000, as amended, any monies borrowed from a person resident outside                 NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN                                               MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION : The following contracts (not being contracts
India cannot be used: (a) for any purpose except in ones own business other than (i) the business of chit            CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OF                                             entered into in the ordinary course of business carried on by the Company or entered into more than two
fund, (ii) as Nidhi Company, (iii) agricultural or plantation activities or real estate business; or construction    OTHERWISE ACQUIRES ANY SECURITIES OF THE COMPANY, MAY DO SO PURSUANT TO INDEPENDENT                                       years before the date of this Tranche Prospectus-1) which are or may be deemed material have been
of farm houses; or (iv) trading in Transferable Development Rights (TDRs); or (b) for any investment,                INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE                                     entered or are to be entered into by the Company. These contracts and also the documents for inspection
whether by way of capital or otherwise, in any company or partnership firm or proprietorship concern or              WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT                                          referred to hereunder, may be inspected on Working Days at the Registered and Corporate Office of the
any entity, whether incorporated or not, or for the purpose of re-lending. To ensure compliance with the             TO OR IN CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING                                      Company situated at ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi 110 001, India, from
aforementioned, PFC shall open and maintain a separate escrow account with the Escrow Collection                     STATED OR OMITTED TO BE STATED HEREIN OF FOR ANY OTHER REASON WHATSOEVER.                                                 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) during which issue is open for public
Bank(s) in connection with all application monies received from NRIs, (“NRI Escrow Account”). All application        Disclaimer clause of RBI: RBI does not accept any responsibility or guarantee about the present position                  subscription. For further details, please refer page 63 of the Tranche Prospectus-1.
monies received from NRI applicants shall be deposited in the NRI Escrow Account maintained with each                as to financial soundness of the Company or correctness of any of the statements or representations made                  DECLARATION
Escrow Collection Bank. Upon creation of security as disclosed in this Shelf Prospectus, the Escrow                  or opinions expressed by the Company and for repayment of deposits or discharge of liabilities by the                     We, the Directors of the Company, certify that all applicable legal requirements in connection with the
Collection Bank(s) shall transfer the monies from the NRI Escrow Accounts to a separate bank account,                Company.                                                                                                                  Issue, including under the Companies Act, the SEBI Debt Regulations, and all relevant guidelines issued
(“NRI Account”), which shall be different from the Public Issue Account. PFC shall at all times ensure that          Listing: The Bonds will be listed on BSE. BSE Limited has granted itsIn-Principle Approval vide its letter                by SEBI, the Government of India and any other competent authority in this behalf, have been duly
any monies kept in the NRI Escrow Account and/or the NRI Account shall be utilised only in accordance                no.DCS/SP/PI-BOND/04/11-12 dated December 13, 2011. If permission to deal in and for an official                          complied with, and that no statement made in this Shelf Prospectus contravenes such applicable legal
with and subject to the restrictions contained in the Foreign Exchange Management (Borrowing and                     quotation of the Bonds is not granted by BSE, the Company will forthwith repay all moneys received from                   requirements. We further certify that this Shelf Prospectus does not omit disclosure of any material fact
Lending in Rupee) Regulations, 2000, and other applicable statutory and/or regulatory requirements.                  the Applicants in terms of the relevant tranche prospectus. If such money is not repaid within eight days                 which may make the statements made therein, in light of circumstances under which they were made,
Proposed Issue Expenses: A portion of the Issue proceeds wil be used to meet Issue expenses. The details             after the Company becomes liable to repay it (i.e. from the date of refusal or within seven days from the                 misleading and that all statements in this Shelf Prospectus are true and correct.
of estimated Issue expenses are as under.                                                                            Tranche Issue Closing Date, whichever is earlier), then the Company and every Director of the Company                     Signed by all the Directors of the Company
Particulars; Amount (`in crores); Percentage of net proceeds (Issue proceeds less Issue expenses) of the Issue       who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money,
(in %); Percentage of total expenses of the Issue (in %) ; Fees payable to Intermediaries : Fees payable to          with interest at the rate of 15% p.a. on application money, as prescribed under Section 73 of the                         1. Mr. Satnam Singh                                     2. Mr. Mukesh Kumar Goel
Intermediaries Registrar to the Issue 0.25; 0.0061%; 0.48%. Legal Advisors 0.06; 0.0016%; 0.13%.                     Companies Act. The Company shall use best efforts to ensure that all steps for the completion of the                      3. Mr. Radhakrishnan Nagarajan                          4. Mr. Devender Singh
Debenture Trustee 0.06; 0.0014%; 0.11% For advertising and marketing 1.00; 0.0248%; 1.95% Lead                       necessary formalities for listing at BSE will be taken within fifteen Working Days from the date of                       5. Mr. Ravindra Harshadrai Dholakia                     6. Mr. P. Murali Mohana Rao
Managers Fees, Selling and Brokerage commission 47.55; 1.1789%; 94.40% Other Miscellaneous Expenses                  Allotment.                                                                                                                7. Mr. Suresh Chand Gupta                               8. Mr. Ajit Prasad
1.50; 0.0372%; 2.93%. Total: 50.42; 1.2500%; 100.00%.                                                                Dividend: The company has consistently paid dividend of 22.63%, 35%, 40%, & 45% for the financial years                   9. Mr. Krishna Mohan Sahni
STATEMENT OF TAX BENEFITS : For details, please refer to page 23 of the Tranche Prospectus-1.                        ended March 2007, March 2008, March 2009 & March, 2010 respectively. Total dividend for the financial                     Place : New Delhi
ABOUT THE COMPANY                                                                                                    year 2010-11 is 50% (interim dividend of 35% and final dividend of 15%) per equity share of ` 10 each                     Date : December 23, 2011
INDUSTRY OVERVIEW: For details, please refer to page 67 of the Shelf Prospectus.                                     on the pre issue share capital of ` 1147.77 crore and 15% (final dividend) on the additional share capital                                              FOR FURTHER DETAILS,
OUR BUSINESS: For details, please refer page 77 of the Shelf Prospectus.                                             of ` 172.16 crore issued in May 2011.
REGULATIONS AND POLICIES : For further details, please refer page 99 of the Shelf Prospectus.                        Mechanism for redressal of investor grievances: Karvy Computershare Private Limitedhas been appointed as                                 PLEASE REFER TO THE PROSPECTUS

  8         POWER FINANCE CORPORATION LIMITED

				
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