Letter of Offer
Dated: August 6, 2024 For Eligible Shareholders only 24
(Please scan the QR Code to view the LOF)
ORIENT GREEN POWER COMPANY LIMITED
Orient Green Power Company Limited ("Company" or "Issuer") was incorporated under the Companies Act, 1956 with the Registrar of Companies, Chennai, Tamil Nadu and consequently a certificate of incorporation dated December 6, 2006 and a certificate for commencement of business on January 18, 2007 was issued to our Company. At the time of incorporation, our registered office was located at No. 5, T.V. Street, Chetpet, Chennai 600 031, Tamil Nadu. Subsequently, pursuant to a circular resolution dated January 7, 2010, our Registered Office was shifted to Third Floor, Egmore Benefit Society Building, 25 Flowers Road, Chennai 600 084, Tamil Nadu, subsequently pursuant to circular resolution dated May 2, 2011, our registered office was shifted to Sigappi Achi Building, 4th floor, 18/3 Rukmani Lakshmipathy Road, Egmore, Chennai - 600 008, Tamil Nadu, India and pursuant to resolution dated February 5, 2021 passed by the Board of Directors, our Registered Office was changed to Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017, Tamil Nadu, India.
Registered and Corporate Office: Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017, Tamil Nadu, India; Tel: +91 444 901 5678; Fax: N.A.
E-mail: complianceofficer@orientgreenpower.com; Website: www.orientgreenpower.com;
Contact Person: Kirithika Mohan, Company Secretary and Compliance Officer;
Corporate Identification Number: L40108TN2006PLC061665
OUR PROMOTERS- JANATI BIO POWER PRIVATE LIMITED, NIVEDANA POWER PRIVATE LIMITED, SYANDANA ENERGY PRIVATE LIMITED AND SVL
LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF ORIENT GREEN POWER COMPANY LIMITED (THE "COMPANY" OR
THE "ISSUER") ONLY
WE HEREBY CONFIRM THAT NEITHER OUR COMPANY NOR OUR PROMOTERS OR DIRECTORS ARE WILFUL DEFAULTERS OR A FRAUDULENT
BORROWERS AS ON DATE OF THIS LETTER OF OFFER
ISSUE OF UPTO 19,23,07,692# EQUITY SHARES OF FACE VALUE ₹ 10 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF ₹ 13
PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 3 PER EQUITY SHARE) (THE "ISSUE PRICE"), AGGREGATING UPTO ₹ 25,000 LAKHS ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF TEN (10) RIGHTS EQUITY SHARES OF FACE VALUE ₹ 10 EACH FOR EVERY FIFTY-ONE (51) FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON TUESDAY, AUGUST 13, 2024 (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS 1.3 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED "TERMS OF THE ISSUE" ON PAGE 293 OF THIS LETTER OF OFFER.
#Assuming full subscription. Subject to finalisation of the Basis of Allotment.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Letter of Offer. Specific attention of the investors is invited to the section titled "Risk Factors" on page 26 of this Letter of Offer.
OUR COMPANY'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and this Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The existing Equity Shares are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") (together, the "Stock Exchanges"). Our Company has received 'in-principle' approvals from BSE and NSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide their letters dated July 4, 2024 and July 2, 2024, respectively. For the purpose of this Issue, the Designated Stock Exchange is BSE Limited.
LEAD MANAGERS TO THE ISSUE | REGISTRAR TO THE ISSUE |
SUMEDHA FISCAL SERVICES LIMITED | SAFFRON CAPITAL ADVISORS PRIVATE LIMITED | CAMEO CORPORATE SERVICES LIMITED | |||
6A Geetanjali, 6th Floor, | 605, Sixth Floor, Centre Point, J.B. Nagar, | "Subramanian Building", No. 01, | |||
8B Middleton Street, Kolkata - 700 071, | Andheri (East), Mumbai - 400 059, | Club House Road, | |||
West Bengal, India. | Maharashtra, India | Mount Road, Chennai- 600 002, | |||
Telephone: +91 332 229 8936 / 6813 5900 | Telephone: +91 22 4973 0394 | Tamil Nadu, India. | |||
Facsimile: N.A. | Facsimile: N.A. | Telephone: +91 44 4002 0700/ 2846 0390 | |||
Email id:rightsissue_mb@sumedhafiscal.com | Email id:rights.issue@saffronadvisor.com | Facsimile: N.A. | |||
Website:www.sumedhafiscal.com | Website:www.saffronadvisor.com | Email: rights@cameoindia.com | |||
Investor grievance: | Investor grievance:investorgrievance@saffronadvisor.com | Website:www.cameoindia.com | |||
mb_compliance@sumedhafiscal.com | Contact Person: Gaurav Khandelwal / Vipin Gupta | Online | Investor | Portal: | https:// |
Contact Person: Ajay K Laddha | SEBI Registration Number: INM 000011211 | wisdom.cameoindia.com | |||
SEBI Registration Number: INM000008753 | Validity of Registration: Permanent | Contact Person: K. Sreepriya | |||
Validity of Registration: Permanent | SEBI Registration No.: INR000003753 | ||||
Validity of Registration: Permanent |
ISSUE PROGRAMME
ISSUE OPENS ON | LAST DATE FOR ON MARKET RENUNCIATION* | ISSUE CLOSES ON** |
TUESDAY, AUGUST 27, 2024 | MONDAY, SEPTEMBER 9, 2024 | FRIDAY, SEPTEMBER 13, 2024 |
*Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncees on or prior to the Issue Closing Date.
**Our Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date.
THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
1
TABLE OF CONTENTS | |
SECTION I - GENERAL | 3 |
DEFINITIONS AND ABBREVIATIONS | 3 |
NOTICE TO INVESTORS | 12 |
PRESENTATION OF FINANCIAL INFORMATION | 15 |
FORWARD - LOOKING STATEMENTS | 18 |
SUMMARY OF THIS LETTER OF OFFER | 20 |
SECTION II - RISK FACTORS | 26 |
SECTION III - INTRODUCTION | 82 |
THE ISSUE | 82 |
GENERAL INFORMATION | 84 |
CAPITAL STRUCTURE | 91 |
OBJECTS OF THE ISSUE | 95 |
STATEMENT OF TAX BENEFITS | 118 |
SECTION IV - ABOUT THE COMPANY | 121 |
INDUSTRY OVERVIEW | 121 |
OUR BUSINESS | 140 |
OUR SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES | 168 |
OUR MANAGEMENT | 185 |
OUR PROMOTERS | 197 |
RELATED PARTY TRANSACTIONS | 203 |
DIVIDEND POLICY | 205 |
SECTION V - FINANCIAL INFORMATION | 206 |
RESTATED FINANCIAL INFORMATION | 206 |
CAPITALISATION STATEMENT | 247 |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF | |
OPERATIONS | 248 |
MARKET PRICE INFORMATION | 270 |
SECTION VI - LEGAL AND OTHER INFORMATION | 272 |
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS | 272 |
GOVERNMENT AND OTHER STATUTORY APPROVALS | 282 |
OTHER REGULATORY AND STATUTORY DISCLOSURES | 283 |
SECTION VII - ISSUE INFORMATION | 293 |
TERMS OF THE ISSUE | 293 |
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES | 321 |
SECTION VIII - STATUTORY AND OTHER INFORMATION | 322 |
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION | 323 |
DECLARATION | 328 |
2
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Letter of Offer uses certain definitions and abbreviations set forth below, which you should consider when reading the information contained herein. The following list of certain capitalized terms used in this Letter of Offer is intended for the convenience of the reader/prospective investor only and is not exhaustive.
Unless otherwise specified, the capitalized terms used in this Letter of Offer shall have the meaning as defined hereunder. References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under such provision.
Provided that terms used in the sections/ chapters titled "Industry Overview", "Summary of this Letter of Offer", "Financial Information", "Statement of Special Tax Benefits", "Outstanding Litigation and Material Developments" and "Issue Related Information" on pages 121, 20, 206, 118, 272 and 293 respectively, shall, unless indicated otherwise, have the meanings ascribed to such terms in the respective sections/ chapters.
General Terms
Term | Description | ||
"Company", | "our | Orient Green Power Company Limited, a public limited company incorporated | |
Company", | "the | under the Companies Act, 1956, having its registered and corporate office at | |
Company", | "the Issuer" | Bascon Futura SV, 4th Floor, No.10/1, Venkatanarayana Road, T.Nagar, Chennai | |
or "OGPL" | - 600 017, Tamil Nadu, India. | ||
"we", "us", or "our" | Unless the context otherwise indicates or implies, refers to our Company and our | ||
Subsidiaries. | |||
Company Related Terms | |||
Term | Description | ||
"Annual | Consolidated | The consolidated audited financial statements of our Company and its Subsidiaries, | |
Audited | Financial | prepared as per Ind AS for Fiscal 2024, Fiscal 2023 and Fiscal 2022 prepared in | |
Statements" | line with Ind AS notified under the Companies Act, 2013, as amended read with | ||
the Companies (Indian Accounting Standards) Rules, 2015, as amended. | |||
"Articles" / "Articles of | Articles / Articles of Association of our Company, as amended from time to time. | ||
Association" / "AoA" | |||
"Audit Committee" | The committee of the Board of Directors constituted as our Company's audit | ||
committee in accordance with Regulation 18 of the Securities and Exchange Board | |||
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as | |||
amended ("SEBI Listing Regulations") and Section 177 of the Companies Act, | |||
2013. For details, see "Our Management" on page 185 of this Letter of Offer. | |||
"Auditor" | / "Statutory | Statutory and peer review auditor of our Company, namely, M/s. G.D. Apte & Co., | |
Auditor"/ | "Peer Review | Chartered Accountants. | |
Auditor" | |||
"Board" | / | "Board of | Board of directors of our Company or a duly constituted committee thereof. |
Directors" | |||
"Chartered Engineer" | Er. V.V. Narayanan, Independent Chartered Engineer, appointed for the purpose | ||
of issuing the report dated January 25, 2024 to certify the proposed capacity | |||
utilization and the cost involved in setting up of 19.8 MW AC (29 MW DC) solar | |||
energy project. | |||
"Chief Financial Officer / | Kotteswari Jagathpathi, the Chief Financial Officer of our Company. | ||
CFO" | |||
"Company Secretary and | Kirithika Mohan, the Company Secretary and the Compliance Officer of our | ||
Compliance Officer" | Company. | ||
"Corporate | Promoter(s)" | Janati Bio Power Private Limited, Nivedana Power Private Limited, Syandana | |
or "Promoter(s)" | Energy Private Limited and SVL Limited | ||
3 |
Term | Description | |||
"Corporate | Social | The committee of the Board of directors constituted as our Company's corporate | ||
Responsibility | social responsibility committee in accordance with Section 135 of the Companies | |||
Committee/ | CSR | Act, 2013. For details, see "Our Management" on page 185 of this Letter of Offer | ||
Committee" | ||||
"Director(s)" | The director(s) on the Board of our Company, unless otherwise specified, as | |||
described in the chapter titled "Our Management" on page 185 of this Letter of | ||||
Offer | ||||
"Equity Shareholder" | A holder of Equity Shares | |||
"Equity Shares" | Equity shares of our Company of face value of ₹ 10 each, unless otherwise | |||
specified in context thereof. | ||||
"Erstwhile Promoters" | As per the Prospectus filed by our Company during its initial public offering of | |||
Equity Shares, Shriram EPC (Singapore) PTE Limited, SEPC Limited and Orient | ||||
Green Power PTE Limited, were also disclosed as its Promoters. However, as of | ||||
date of this Letter of Offer such entities do not hold any shareholding in our | ||||
Company or exercise control over the affairs of our Company either directly or | ||||
indirectly whether as a shareholder or otherwise. In view of the above, these | ||||
individuals and entities have not been disclosed as our Promoters in the Draft Letter | ||||
of Offer and this Letter of Offer and therefore have been referred to as the Erstwhile | ||||
Promoters of our Company. | ||||
"Executive Directors" | Executive Directors of our Company. | |||
"Independent | The Independent Director(s) of our Company, in terms of Section 2(47) and Section | |||
Director(s)" | 149(6) of the Companies Act, 2013. | |||
"Key | Management | Key Management Personnel of our Company in terms of the Companies Act, 2013 | ||
Personnel" / "KMP" | and the SEBI ICDR Regulations as described in the subsection titled "Our | |||
Management - Key Managerial Personnel" on page 195 of this Letter of Offer. | ||||
"Memorandum | of | Memorandum of Association of our Company, as amended from time to time. | ||
Association" / "MoA" | ||||
"Nomination | and | The committee of the Board of directors reconstituted as our Company's | ||
Remuneration | Nomination and Remuneration Committee in accordance with Regulation 19 of | |||
Committee" | the SEBI Listing Regulations and Section 178 of the Companies Act, 2013. For | |||
details, see "Our Management" on page 185 of this Letter of Offer. | ||||
"Non-Executive | and | Non-Executive and Independent Directors of our Company, unless otherwise | ||
Independent Director" | specified. | |||
"Non-executive | Non-executive Directors of our Company. | |||
Directors" | ||||
"Promoter Group" | Individuals and entities forming part of the promoter and promoter group in | |||
accordance with SEBI ICDR Regulations. Our Company does not have a promoter | ||||
group. | ||||
"Registered | and | The Registered and Corporate Office of our Company located at Bascon Futura | ||
Corporate Office" | SV, 4th Floor, No.10/1, Venkatanarayana Road, T. Nagar, Chennai - 600 017, | |||
Tamil Nadu, India. | ||||
"Registrar | of | Registrar of Companies, Tamil Nadu at Chennai having its office at Block No. 6, | ||
Companies"/ "RoC" | B Wing, 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai - 600 034, Tamil | |||
Nadu, India. | ||||
"Restated | Consolidated | Restated consolidated financial information of our Company and its Subsidiaries, | ||
Financial | Statements"/ | which comprises of the restated consolidated statement of assets and liabilities as | ||
"Restated | Financial | at March 31, 2024, 2023 and 2022, the restated consolidated statements of profit | ||
Statements"/ | "Restated | and loss (including other comprehensive income), restated consolidated statement | ||
Consolidated | Financial | of changes in equity and the restated consolidated statement of cash flows for the | ||
Information"/ | "Restated | years ended March 31, 2024, 2023 and 2022, and the summary of significant | ||
Financial Information" | accounting policies and other explanatory information prepared in terms of the | |||
requirements of Section 26 of Part 1 of Chapter III of the Companies Act, 2013, | ||||
the Securities and Exchange Board of India (Issue of Capital and Disclosure | ||||
Requirements) Regulations, 2018, as amended; and the Guidance Note on Reports | ||||
in Company Prospectuses (Revised 2019) issued by the Institute of Chartered | ||||
Accountants of India, as amended from time to time. | ||||
"Rights | Issue | The committee of our Board constituted for purposes of the Issue and incidental | ||
Committee" | matters thereof. | |||
4 |
Term | Description | |
Senior Management | Senior management of our Company determined in accordance with Regulation | |
2(1)(bbbb) of the SEBI ICDR Regulations. For details, see "Our Management" on | ||
page 185 of this Letter of Offer. | ||
"Shareholders/ Equity | The Equity Shareholders of our Company, from time to time. | |
Shareholders" | ||
"Stakeholders' | The committee of the Board of Directors constituted as our Company's | |
Relationship Committee" | Stakeholders' Relationship Committee in accordance with Regulation 20 of the | |
SEBI Listing Regulations. For details, see "Our Management" on page 185 of this | ||
Letter of Offer. | ||
"Step-down | Clarion Wind Farm Private Limited, Vjetro Elektrana Crno Brdo d.o.o. and Orient | |
Subsidiary(ies)" | or | Green Power d.o.o. are the step-down subsidiaries of our Company. |
"Subsidiary(ies)" | ||
"Subsidiary(ies)" | Beta Wind Farm Private Limited, Gamma Green Power Private Limited and Amrit | |
Environmental Technologies Private Limited are the subsidiaries of our Company. | ||
"Wholly | Owned | Bharath Wind Farm Limited, Orient Green Power Europe B.V. and Delta |
Subsidiary(ies)" | or | Renewable Energy Private Limited are the wholly owned subsidiary of our |
"Subsidiary(ies)" | Company. | |
Materiality Policy | Policy on determination of materiality of events adopted by our Company in | |
accordance with Regulation 30 of the SEBI Listing Regulations. | ||
Material Subsidiaries | Bharath Wind Farm Limited, BETA Wind Farm Private Limited and Clarion Wind | |
Farm Private Limited are the Material Subsidiaries of our Company under | ||
Regulation 16(1)(c) read with Regulation 24 of the SEBI Listing Regulations | ||
Issue Related Terms |
Term | Description |
2009 ASBA Circular | The SEBI circular SEBI/CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 |
2011 ASBA Circular | The SEBI circular CIR/CFD/DIL/1/2011 dated April 29, 2011 |
2023 Rights Issue | Issue of up to 23,00,00,000 Equity Shares of face value of ₹ 10 each of our |
Company for cash at a price of ₹ 10 per Rights Equity Share (including a premium | |
of NIL per Rights Equity Share) aggregating up to ₹ 23,000 lakhs undertaken by | |
our Company. Pursuant to the 2023 Rights Issue, our Company had filed the draft | |
letter of offer dated September 7, 2022 and the letter of offer dated August 10, | |
2023. | |
Abridged Letter of Offer | Abridged letter of offer to be sent to the Eligible Equity Shareholders with respect |
to the Issue in accordance with the provisions of the SEBI ICDR Regulations and | |
the Companies Act. | |
Allot/Allotment/Allotted | Allotment of Rights Equity Shares pursuant to the Issue. |
Allotment Account | The account opened with the Banker(s) to the Issue, into which the Application |
Money lying to the credit of the escrow account(s) and amounts blocked by | |
Application Supported by Blocked Amount in the ASBA Account, with respect to | |
successful Applicants will be transferred on the Transfer Date in accordance with | |
Section 40(3) of the Companies Act. | |
Allotment Advice | Note, advice or intimation of Allotment sent to each successful Applicant who has |
been or is to be Allotted the Rights Equity Shares pursuant to the Issue. | |
Allotment Date | Date on which the Allotment is made pursuant to the Issue. |
Allottee(s) | Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment. |
Applicant(s) / Investor(s) | Eligible Equity Shareholder(s) and/or Renouncee(s) who make an application for |
the Rights Equity Shares pursuant to the Issue in terms of the Letter of Offer, | |
including an ASBA Investor. | |
Application | Application made through submission of the Application Form or plain paper |
Application to the Designated Branch of the SCSBs or online/ electronic | |
application through the website of the SCSBs (if made available by such SCSBs) | |
under the ASBA process, to subscribe to the Rights Equity Shares at the Issue | |
Price. | |
Application Form | Unless the context otherwise requires, an application form (including online |
application form available for submission of application though the website of the | |
SCSBs (if made available by such SCSBs) under the ASBA process) used by an | |
5 |
Term | Description | |||
Applicant to make an application for the Allotment of Rights Equity Shares in this | ||||
Issue. | ||||
Application Money | Aggregate amount payable in respect of the Rights Equity Shares applied for in | |||
the Issue at the Issue Price. | ||||
Application Supported by | Application (whether physical or electronic) used by ASBA Applicants to make | |||
Blocked Amount/ASBA | an Application authorizing a SCSB to block the Application Money in the ASBA | |||
Account | ||||
ASBA Account | Account maintained with a SCSB and specified in the Application Form or plain | |||
paper application, as the case may be, for blocking the amount mentioned in the | ||||
Application Form or the plain paper application, in case of Eligible Equity | ||||
Shareholders, as the case may be. | ||||
ASBA Applicant / ASBA | As per the SEBI Master Circular, all investors (including renouncee) shall make | |||
Investor | an application for a rights issue only through ASBA facility. | |||
ASBA Bid | A Bid made by an ASBA Bidder including all revisions and modifications thereto | |||
as permitted under the SEBI ICDR Regulations. | ||||
Banker to the Issue | The Escrow Collection Bank and the Refund Bank to the Issue, being ICICI Bank | |||
Limited. | ||||
Basis of Allotment | The basis on which the Rights Equity Shares will be Allotted to successful | |||
applicants in the Issue and which is described in "Terms of the Issue" on page 293. | ||||
Consolidated Certificate | The certificate that would be issued for Rights Equity Shares Allotted to each folio | |||
in case of Eligible Equity Shareholders who hold Equity Shares in physical form. | ||||
Controlling | Branches/ | Such branches of SCSBs which coordinate Bids under the Issue with the LMs, the | ||
Controlling | Branches | of | Registrar and the Stock Exchange, a list of which is available on the website of | |
the SCSBs | SEBI at http://www.sebi.gov.in. | |||
Demographic | Details of Investors including the Investor's address, name of the Investor's father/ | |||
Details | husband, investor status, occupation and bank account details, where applicable. | |||
Designated SCSB | Such branches of the SCSBs which shall collect the ASBA Forms submitted by | |||
Branches | ASBA Bidders, a list of which is available on the website of SEBI at | |||
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in | ||||
tmId=35, updated from time to time, or at such other website as may be prescribed | ||||
by SEBI from time to time. | ||||
Designated Stock | BSE Limited | |||
Exchange | ||||
Depository(ies) | NSDL and CDSL or any other depository registered with SEBI under the | |||
Securities and Exchange Board of India (Depositories and Participants) | ||||
Regulations, 2018 as amended from time to time read with the Depositories Act, | ||||
1996. | ||||
Draft | Letter | of | The draft letter of offer dated May 15, 2024 filed with SEBI and the Stock | |
Offer/DLoF/DLOF | Exchanges. | |||
Escrow Account | One or more no-lien and non-interest-bearing accounts opened with the Escrow | |||
Collection Bank for the purposes of collecting the Application Money from | ||||
resident investors-eligible equity shareholders as on record date making an | ||||
Application through the ASBA facility. | ||||
Escrow Collection Bank | Bank which is a clearing member and registered with SEBI as banker to an issue | |||
and with whom Escrow Account(s) will be opened, in this case being ICICI Bank | ||||
Limited. | ||||
Eligible | Equity | Existing Equity Shareholders as on the Record Date. Please note that the investors | ||
Shareholders | eligible to participate in the Issue exclude certain overseas shareholders. For | |||
further details, see "Notice to Investors" on page 12. | ||||
Fraudulent Borrower | Fraudulent Borrower(s) as defined under Regulations 2(1)(lll) of the SEBI ICDR | |||
Regulations | ||||
Issue / Rights Issue | Issue of up to 19,23,07,692# Equity Shares of face value of ₹ 10 each of our | |||
Company for cash at a price of ₹ 13 per Rights Equity Share (including a premium | ||||
of ₹ 3 per Rights Equity Share) aggregating up to ₹ 25,000 lakhs on a rights basis | ||||
to the Eligible Equity Shareholders of our Company in the ratio of ten (10) Rights | ||||
Equity Shares for every fifty-one (51) fully paid-up Equity Shares held by the | ||||
Eligible Equity Shareholders of our Company on the Record Date, i.e., Tuesday, | ||||
August 13, 2024. | ||||
6 |
Term | Description | |||
#Assuming full subscription. Subject to finalisation of the Basis of Allotment. | ||||
Issue Agreement | Issue Agreement dated February 2, 2024 between our Company and the Lead | |||
Managers, pursuant to which certain arrangements are agreed to in relation to the | ||||
Issue. | ||||
Issue Closing Date | Friday, September 13, 2024 | |||
Issue Opening Date | Tuesday, August 27, 2024 | |||
Issue Period | The period between the Issue Opening Date and the Issue Closing Date, inclusive | |||
of both days, during which Applicants/Investors can submit their Applications, in | ||||
accordance with the SEBI ICDR Regulations. | ||||
Issue Material | Collectively, the Abridged Letter of Offer, the Common Application Form and | |||
Rights Entitlement Letter. | ||||
Issue Price | ₹ 13/- per Rights Equity Share. | |||
Issue Proceeds | Gross proceeds of the Issue. | |||
Issue Size | Amount aggregating up to ₹ 25,000 lakhs | |||
Lead Manager(s) | Sumedha Fiscal Services Limited and Saffron Capital Advisors Private Limited | |||
Letter of Offer/LOF | This letter of offer dated August 6, 2024 filed with the Stock Exchanges and SEBI, | |||
after incorporating observations received on the Draft Letter of Offer, including | ||||
any addenda or corrigenda thereto. | ||||
Monitoring Agency | Monitoring Agency appointed for the purpose of the Issue namely CRISIL Ratings | |||
Limited | ||||
Monitoring | Agency | Agreement dated July 23, 2024 entered into between our Company and the | ||
Agreement | Monitoring Agency in relation to monitoring of Issue Proceeds. | |||
Net Proceeds | Proceeds of the Issue less our Company's share of Issue related expenses. For | |||
further information about the Issue related expenses, see "Objects of the Issue" on | ||||
page 95 of this Letter of Offer. | ||||
Off Market Renunciation | The renunciation of Rights Entitlements undertaken by the Investor by transferring | |||
them through off market transfer through a depository participant in accordance | ||||
with the SEBI Master Circular and the circulars issued by the Depositories, from | ||||
time to time, and other applicable laws. | ||||
On Market Renunciation | The renunciation of Rights Entitlements undertaken by the Investor by trading | |||
them over the secondary market platform of the Stock Exchange through a | ||||
registered stock broker in accordance with the SEBI Master Circular and the | ||||
circulars issued by the Stock Exchanges, from time to time, and other applicable | ||||
laws, on Monday, September 9, 2024. | ||||
QIBs | or | Qualified | Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI | |
Institutional Buyers | ICDR Regulations. | |||
Record Date | Designated date for the purpose of determining the Equity Shareholders eligible to | |||
apply for Rights Equity Shares, being Tuesday, August 13, 2024. | ||||
Refund Bank | The Banker to the Issue with whom the Refund Account(s) will be opened, in this | |||
case being ICICI Bank Limited. | ||||
"Registrar | to | the | Cameo Corporate Services Limited | |
Company" / "Registrar to | ||||
the Issue" | ||||
Registrar Agreement | Agreement dated January 24, 2024 entered into among our Company and the | |||
Registrar in relation to the responsibilities and obligations of the Registrar to the | ||||
Issue pertaining to the Issue. | ||||
Renouncee(s) | Person(s) who has/have acquired the Rights Entitlement from the Eligible Equity | |||
Shareholders on renunciation. | ||||
Renunciation Period | The period during which the Investors can renounce or transfer their Rights | |||
Entitlements which shall commence from the Issue Opening Date. Such period | ||||
shall close on Monday, September 9, 2024 in case of On Market Renunciation. | ||||
Eligible Equity Shareholders are requested to ensure that renunciation through off- | ||||
market transfer is completed in such a manner that the Rights Entitlements are | ||||
credited to the demat account of the Renouncee on or prior to the Issue Closing | ||||
Date. | ||||
Retail Individual | An individual Investor (including an HUF applying through Karta) who has | |||
applied for Rights Equity Shares and whose Application Money is not more than | ||||
7 |
Term | Description | ||||||||
Bidders(s)/Retail | ₹ 200,000 in the Issue as defined under Regulation 2(1)(vv) of the SEBI ICDR | ||||||||
Individual | Investor(s)/ | Regulations. | |||||||
RII(s)/RIB(s) | |||||||||
RE ISIN | ISIN for Rights Entitlement i,e., INE999K20022 | ||||||||
Rights Entitlement | The number of Rights Equity Shares that an Eligible Equity Shareholder is entitled | ||||||||
to in proportion to the number of Equity Shares held by the Eligible Equity | |||||||||
Shareholder on the Record Date, being Tuesday, August 13, 2024, upto ten (10) | |||||||||
Rights Equity Shares for every fifty-one (51) fully paid up Equity Shares. | |||||||||
The Rights Entitlements with a separate ISIN: INE999K20022 will be credited to | |||||||||
your demat account before the date of opening of the Issue, against the equity | |||||||||
shares held by the Equity Shareholders as on the record date. | |||||||||
Rights Entitlement Letter | Letter including details of Rights Entitlements of the Eligible Equity Shareholders. | ||||||||
Rights Equity Shares | Equity Shares of our Company to be Allotted pursuant to this Issue. | ||||||||
Rights Issue | Account | Agreement dated May 17, 2024 entered into by and among our Company, the | |||||||
Agreement | Registrar to the Issue, the Lead Managers and the Bankers to the Issue for | ||||||||
collection of the Application Money from Applicants/Investors, transfer of funds | |||||||||
to the Allotment Account and where applicable, refunds of the amounts collected | |||||||||
from Applicants/Investors, on the terms and conditions thereof. | |||||||||
SEBI Master | Master circular dated June 21, 2023 issued by the Securities and Exchange Board | ||||||||
Circular | of India in order to enable the stakeholders to have access to all circulars/directions | ||||||||
issued under the relevant provisions of the SEBI ICDR Regulations, 2018 at one | |||||||||
place. | The | SEBI | circular, | bearing | reference | number | |||
SEBI/HO/CFD/DIL2/CIR/P/2020/13 dated January 22, 2020 has been rescinded | |||||||||
pursuant to the SEBI Master Circular. | |||||||||
Self-Certified | Syndicate | The banks registered with SEBI, offering services (i) in relation to ASBA (other | |||||||
Banks" or "SCSBs | than through UPI mechanism), a list of which is available on the website of SEBI | ||||||||
at | |||||||||
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i | |||||||||
ntmId=34 | or | ||||||||
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i | |||||||||
ntmId=35, as applicable, or such other website as updated from time to time, and | |||||||||
(ii) in relation to ASBA (through UPI mechanism), a list of which is available on | |||||||||
the | website | of | SEBI | at | |||||
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId | |||||||||
=40or such other website as updated from time to time | |||||||||
Stock Exchanges | Stock Exchange where the Equity Shares are presently listed, being BSE and NSE. | ||||||||
Transfer Date | The date on which the amount blocked in the ASBA Account will be transferred | ||||||||
to the Allotment Account, upon finalization of the Basis of Allotment, in | |||||||||
consultation with the Designated Stock Exchange. | |||||||||
Wilful Defaulter(s) | Company or person, as the case may be, categorised as a wilful defaulter by any | ||||||||
bank or financial institution (as defined under the Companies Act, 2013) or | |||||||||
consortium thereof, in accordance with the guidelines on wilful defaulters issued | |||||||||
by RBI | |||||||||
Working Day | In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day | ||||||||
means all days on which commercial banks in Mumbai are open for business. | |||||||||
Further, in respect of Issue Period, working day means all days, excluding | |||||||||
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai | |||||||||
are open for business. Furthermore, the time period between the Issue Closing Date | |||||||||
and the listing of Equity Shares on the Stock Exchanges, working day means all | |||||||||
trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per | |||||||||
circulars issued by SEBI | |||||||||
Business and Industry related Terms or Abbreviations |
Term | Description |
APPC | Average Power Purchase Cost |
AETPL | Amrit Environmental Technologies Private Limited |
8 |
Term | Description | |
BWFPL | Beta Wind Farm Private Limited | |
BWFL | Bharath Wind Farm Limited | |
CWFPL | Clarion Wind Farm Private Limited | |
CAGR | Compounded Annual Growth Rate | |
Covid-19 | Coronavirus Disease 2019 | |
FDI | Foreign Direct Investment | |
FRP | Financial, Real Estate and Professional Services | |
FIT | Feed in Tariff | |
GBI | Generation Based Incentive | |
GGPPL | Gamma Green Power Private Limited | |
GDP | Gross Domestic Product | |
GNI | Gross National Income | |
GVA | Gross Value Added | |
ICT | Information and communications technology | |
IIoT | Industrial internet of things | |
IIP | Index of Industrial Production | |
IMF | International Monetary Fund | |
INR | Indian Rupee (₹) | |
IoT | Internet of things | |
IT | Information Technology | |
MGNREGA | Mahatma Gandhi National Rural Employment Guarantee Act, 2005 | |
MW | Mega Watt | |
PMI | Purchasing Managers' Index | |
QoQ | Quarter on Quarter | |
OGPEBV | Orient Green Power Europe B.V. | |
OGPDOO | Orient Green Power D.O.O | |
OGPMPL | Orient Green Power (Maharashtra) Private Limited | |
PPA | Power Purchase Agreement | |
REC | Renewable Energy Certificate | |
ROHS | Restriction on certain hazardous substances | |
RoW | Rest of World | |
SEB | State Electricity Board | |
SPV | Special Purpose Vehicle | |
USA/US | United States of America | |
USD/ US$ | US Dollar | |
VECBDOO | Vjetro Elektrana Crno Brdo D.O.O | |
WEO | World Economic Outlook | |
YoY | Year over Year | |
Conventional and General Terms or Abbreviations | ||
Term | Description | |
A/c | Account | |
AGM | Annual General Meeting | |
AIF | Alternative Investment Fund, as defined and registered with SEBI under the | |
Securities and Exchange Board of India (Alternative Investment Funds) | ||
Regulations, 2012 | ||
AS | Accounting Standards issued by the Institute of Chartered Accountants of India | |
BSE | BSE Limited | |
CAGR | Compounded Annual Growth Rate | |
CDSL | Central Depository Services (India) Limited | |
CFO | Chief Financial Officer | |
CIN | Corporate Identification Number | |
CIT | Commissioner of Income Tax | |
CLRA | Contract Labour (Regulation and Abolition) Act, 1970 | |
9 |
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