Who is the owner of IndiGrid InvIT?

Established on 21 October 2016, the entity is registered with SEBI pursuant to the InvIT regulations to own power transmission and renewable assets. Harsh Shah is the CEO and Director of IndiGrid and Jyoti Kumar Agarwal is the CFO.

Who are the promoters of India Grid Trust?

The promotor/promotors of India Grid Trust are Tarun Kataria, Ashok Sethi, Jayashree Vaidhyanathan, Hardik Shah, Ami Momaya, Harsh Shah, Urmil Shah .

Who is the sponsor of IndiGrid?

Backed by KKR , IndiGrid is India's first power sector Infrastructure Investment Trust (InvIT), formed in 2016 with the goal of democratising ownership of the power infrastructure in India and providing reliable electricity to all.

Is it safe to invest in InvIT?

Here are a few advantages: Stable Income: InvITs typically invest in stable, income-generating infrastructure assets such as toll roads, power transmission lines, or pipelines . It can provide you with a steady stream of income in the form of dividends as seen above.

Who is the CEO of India Grid?

IndiGrid, the country's largest Infrastructure Investment Trust (InvIT) in the power sector plans to add Rs 2,000 crore of assets under management (AUM) in the financial year 2024-25, the company's CEO and whole-time director Harsh Shah told FE in an interview.

What is the structure of India Grid Trust?

KKR (Sponsor) owns 24%, GIC owns ~20% while the balance 10% is held by other marquee foreign investors. DII and corporates hold ~23% of the units which includes 9 insurance companies, 4 mutual funds and 3 employee pension funds.

What is the yield of IndiGrid Trust?

India Grid Trust Dividend related ratios: Last dividend date: 24/05/2024. Current Dividend Yield: 10.56% Annual dividend payment: ₹14.10.

Who are IndiGrid competitors?

IndiGrid's competitors IndiGrid. GIC. Franklin Templeton. Dimensional Fund Advisors. J.P. Morgan Investment Management.

What is the original name of Power Grid Corporation of India?

The name of the Company was changed to its present name from National Power Transmission Corporation Limited as its then abbreviated form, NPTC Limited , had close resemblance to another existing company, namely, NTPC Limited (NTPC).

Who is the owner of Power Grid investment trust?

POWERGRID INFRASTRUCTURE INVESTMENT TRUST IDBI Trusteeship Services Limited is the Trustee. Power Grid Corporation of India Limited (POWERGRID), a Maharatna CPSE under Ministry of Power, Govt. of India is the Sponsor of PGInvIT. The Sponsor's equity shares are listed on the NSE and the BSE.

Who is the company secretary of IndiGrid?

Urmil Shah - Company Secretary & Compliace Officer - IndiGrid | LinkedIn.

Who owns Powergrid InvIT?

Power Grid Corporation of India Limited is an Indian central public sector undertaking under the ownership of the Ministry of Power, Government of India.

How much did KKR invest in IndiGrid?

KKR had invested INR 1,084 Crore in IndiGrid in May 2019 and currently owns an approximate 24% stake in the platform. Separately, KKR also owns 74% stake in IndiGrid Investment Managers Limited (IIML), the Investment Manager of IndiGrid.

What is IndiGrid InvIT?

IndiGrid [BSE: 540565 | NSE: INDIGRID] is India's first and largest Infrastructure Investment Trust (InvIT) in the power transmission sector . It owns, operates, and manages power transmission networks and renewable energy assets that deliver reliable power throughout India.

India Grid Trust - Morgan Stanley Grid Trust (Registered in the ... Contact Person: Sandeep Maheshwari/ Anant Kharad SEBI Registration No.: INM0000010650 Karvy Computershare Private

DRAFT OFFER DOCUMENT
Dated December 2, 2016
Book Built Issue
India Grid Trust
(Registered in the Republic of India as an irrevocable trustunder the Indian Trusts Act, 1882, on October 21, 2016, and as aninfrastructure investment trust under the Securities and
Exchange Board of India (Infrastructure Investment Trusts)Regulations, 2014, on November 28, 2016, having registration numberIN/InvIT/16-17/0005 at New Delhi)
Principal Place of Business: F-1, The Mira Corporate Suites, 1& 2, Ishwar Nagar, Mathura Road, New Delhi 110 065
Tel: +91 11 4996 2200; Fax: +91 11 4996 2288; ComplianceOfficer: Kriti Narula
E-mail: [emailprotected]; Website:www.indigrid.co.in
TRUSTEE
INVESTMENT MANAGER
SPONSOR
Axis Trustee Services Limited Sterlite Infraventures Limited#Sterlite Power Grid Ventures Limited #The board of directors ofSterlite Infraventures Limited have, subject to the approval ofshareholders of Sterlite Infravetures Limited, pursuant to aresolution dated November 7, 2016
approved the change in name of Sterlite Infraventures Limited toSterlite Investment Managers Limited.
India Grid Trust (IndiGrid) is issuing up to [] Units (asdefined below) for cash at a price of [] per Unit aggregating up to26,500 million (the Issue). INITIAL PUBLIC ISSUE IN RELIANCE UPONREGULATION 14(4) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA(INFRASTRUCTURE
INVESTMENT TRUSTS) REGULATIONS, 2014, AS AMENDED (THE INVITREGULATIONS)
The Units of IndiGrid are proposed to be listed on the NationalStock Exchange of India Limited (NSE) and BSE Limited (BSE,together with NSE, the Stock Exchanges).
IndiGrid has received in-principle approvals from BSE and NSEfor listing of the Units pursuant to letters dated [] and [],respectively. [] is the Designated Stock Exchange. This Issue
will constitute at least 25% of the outstanding Units on apost-Issue basis.
The Price Band and the Minimum Bid Size (as determined by theInvestment Manager in consultation with the Lead Managers) will beannounced on the websites of IndiGrid, the
Sponsor, the Investment Manager and the Stock Exchanges, as wellas advertised in all editions of Economic Times (a widelycirculated English national daily newspaper) and in all
editions of Navbharat Times (a widely circulated Hindi nationaldaily newspaper with wide circulation in New Delhi) at least fiveWorking Days prior to the Bid/Issue Opening Date. For
further infomation, please see the section entitled Basis forIssue Price on page 79.
In case of any revision to the Price Band, the Bid/Issue Periodwill be extended by at least one Working Day, subject to the totalBid/Issue Period not exceeding 30 days, provided that
there shall not be more than two revisions to the Price Bandduring the Bid/Issue Period. Any revision to the Price Band and therevised Bid/Issue Period, if applicable, will be widely
disseminated by notification to the Stock Exchanges during theBid/Issue Period and by indicating the change on the websites ofIndiGrid, the Sponsor, the Investment Manager and Stock
Exchanges.
This Issue is being made through the Book Building Process andin compliance with the InvIT Regulations and the SEBI Guidelines,wherein not more than 75% of the Issue shall be
available for allocation on a proportionate basis toInstitutional Investors, provided that the Investment Manager may,in consultation with the Lead Managers, allocate up to 60% ofthe
Institutional Investor Portion to Anchor Investors on adiscretionary basis in accordance with the InvIT Regulations andthe SEBI Guidelines. Further, not less than 25% of the Issueshall
be available for allocation on a proportionate basis toNon-Institutional Investors, in accordance with the InvITRegulations and the SEBI Guidelines, subject to valid Bids beingreceived
at or above the Issue Price. For details, see Issue Informationon page 224.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first issue of IndiGrid, there has been no formalmarket for the Units of IndiGrid. No assurance can be givenregarding an active or sustained trading in the Units or
regarding the price at which the Units will be traded afterlisting.
GENERAL RISKS
Investments in Units involve a degree of risk and investorsshould not invest any funds in this Issue unless they can afford totake the risk of losing their entire investment. For taking an
investment decision, investors must rely on their ownexamination of IndiGrid and this Issue. Bidders are advised to readthe section entitled Risk Factors on page 40 before making an
investment decision relating to this Issue. Each prospectiveinvestor is advised to consult its own advisors in respect of theconsequences of an investment in the Units being issued
pursuant to the Offer Document. This Draft Offer Document hasbeen prepared by IndiGrid solely for providing information inconnection with this Issue. The Securities and Exchange
Board of India (SEBI) and the Stock Exchanges assume noresponsibility for or guarantee the correctness or accuracy of anystatements made, opinions expressed or reports contained
herein. Admission of the Units to be issued pursuant to thisIssue for trading on the Stock Exchanges should not be taken as anindication of the merits of IndiGrid or of the Units. A copy
of this Draft Offer Document has been delivered to the SEBI andthe Stock Exchanges.
INVESTMENT MANAGERS AND SPONSORS ABSOLUTE RESPONSIBILITY
The Investment Manager and Sponsor, severally, having made allreasonable inquiries, accept responsibility for, and confirm thatthis Draft Offer Document contains all information with
regard to IndiGrid and this Issue, which is material in thecontext of this Issue, that the information contained in this DraftOffer Document is true and correct in all material respects and
is not misleading in any material respect, that the opinions andintentions expressed herein are honestly held and that there are noother facts, the omission of which makes this Draft Offer
Document as a whole or any of such information or the expressionof any such opinions or intentions misleading in any materialrespect.
LEAD MANAGERS REGISTRAR TO THE ISSUE
Morgan Stanley India Company Private
Limited
18F, Tower 2
One Indiabulls Centre
841, Senapati Bapat Marg
Mumbai 400 013
Tel: +91 22 6118 1000
Fax: +91 22 6118 1040
E-mail: [emailprotected]
Investor Grievance E-mail:
investors_india@
morganstanley.com
Website: www.morganstanley.com
Contact Person: Satyam Singhal
SEBI Registration No.: INM000011203
Citigroup Global Markets India Private
Limited
1202, 12th Floor
First International Financial Center
G-Block, Bandra Kurla Complex
Bandra East
Mumbai 400 051
Tel: +91 22 6175 9999
Fax: +91 22 6175 9898
E-mail: [emailprotected]
Investor Grievance E-mail:
[emailprotected]
Website:
www.online.citibank.co.in/rhtm/citigroupgl
obalscreen1.htm
Contact Person: Amish Thakkar
SEBI Registration No.: INM000010718
Edelweiss Financial Services Limited
Edelweiss House
Off. C.S.T. Road, Kalina
Mumbai 400 098
Tel: +91 22 4009 4400
Fax: +91 22 4086 3610
E-mail: [emailprotected]
Investor Grievance E-mail:
[emailprotected]
Website: www.edelweissfin.com
Contact Person: Sandeep Maheshwari/
Anant Kharad
SEBI Registration No.: INM0000010650
Karvy Computershare Private Limited
Karvy Selenium, Tower B
Plot number 31 & 32 Gachibowli
Financial District, Nanakramguda
Hyderabad 500 032
Tel : +9140 6716 2222
Fax: +9140 2343 1551
E-mail: [emailprotected]
Investor Grievance E-mail:
[emailprotected]
Website: https://karisma.karvy.com
Contact Person: M. Murali Krishna
SEBI Registration No.: INR000000221
BID/ISSUE PROGRAM
BID/ISSUE OPENS ON: []* BID/ISSUE CLOSES ON: []**
*The Investment Manager may, in consultation with the LeadManagers, consider participation by Anchor Investors in accordancewith the InvIT Regulations and SEBI Guidelines. The
Anchor Investor Bid/Issue Period shall be one Working Day priorto the Bid/Issue Opening Date.
**The Investment Manager may in consultation with the LeadManagers, consider closing the Bid/ Issue Period for QIBs oneWorking Day prior to the Bid/ Issue Closing Date in
accordance with the SEBI Guidelines.
TABLE O F CONTENTS
NO TICE TO INVESTO RS..............................................................................................................................................................1 DEFINITIO NS AND ABBREVIATIONS.........................................................................................................................................3 PRESENTATIO N O F FINANCIAL DATA AND O THER INFO RMATIO N..................................................................................12 FO RWARD-LOOKING STATEMENTS.......................................................................................................................................15 TH E ISSUE...................................................................................................................................................................................17 OVERVIEW O FINDIGRID..........................................................................................................................................................19 FO RMATIO N TRANSACTIO NS IN RELATIO N TO INDIGRID.................................................................................................21 SUMMARY COMBINED FINANCIAL STATEMENTS................................................................................................................25 SUMMARY FINANCIAL INFORMATIO N O F THE SPONSOR..................................................................................................28 SUMMARY FINANCIAL INFORMATIO N O F THE INVESTMENTMANAGER........................................................................32 SUMMARY OF INDUSTRY.........................................................................................................................................................35 SUMMARY OFBUSINESS...........................................................................................................................................................38 RISK FACTO RS...........................................................................................................................................................................40 GENERAL INFO RMATION.........................................................................................................................................................72 BASIS FOR ISSUE PRICE............................................................................................................................................................79 PARTIES TO INDIGRID..............................................................................................................................................................81 O THER PARTIES INVOLVED ININDIGRID............................................................................................................................106 CORPORATE GO VERNANCE..................................................................................................................................................110 INDUSTRY OVERVIEW............................................................................................................................................................118 OURBUSINESS..........................................................................................................................................................................142 INFORMATION CONCERNING THE UNITS...........................................................................................................................169 USE O FPROCEEDS...................................................................................................................................................................170 FINANCIAL INDEBTEDNESS AND DEFERRED PAYMENTS.................................................................................................173 DISTRIBUTIO N.........................................................................................................................................................................177 MANAGEMENTS DISCUSSION AND ANALYSIS O F FACTO RS BY THE DIRECTORS O F THE INVESTMENT MANAGER AFFECTING THE FINANC IAL CONDITIO N,RESULTS O F OPERATIONS AND CASH FLOWS.......................................... 179 RELATED PARTYTRANSACTIO NS........................................................................................................................................194 REGULATIO NS AND POLICIES...............................................................................................................................................199 REGULATO RYAPPROVALS....................................................................................................................................................205 LEGAL AND O THERINFORMATION......................................................................................................................................207 SECURITIES MARKET O F INDIA............................................................................................................................................216 RIGHTS O F UNITHOLDERS.....................................................................................................................................................218 DILUTION..................................................................................................................................................................................221 ISSUESTRUCTURE...................................................................................................................................................................222 ISSUE INFO RMATIO N..............................................................................................................................................................224 TAXATIO N................................................................................................................................................................................246 COMBINED FINANCIAL STATEMENTS.................................................................................................................................257 PROJECTIO NS OF REVENUE FRO M OPERATIO NS AND CASH FLOW FROMOPERATING ACTIVITIES ....................... 319 MATERIAL CONTRACTSAND DOCUMENTS FOR INSPECTION.........................................................................................328 DECLARATIO N.........................................................................................................................................................................330 DECLARATIO N.........................................................................................................................................................................331 DECLARATIO N.........................................................................................................................................................................332 DECLARATIO N.........................................................................................................................................................................333 DECLARATIO N.........................................................................................................................................................................334 DECLARATIO N.........................................................................................................................................................................335 DECLARATIO N.........................................................................................................................................................................336 DECLARATIO N.........................................................................................................................................................................337 DECLARATIO N.........................................................................................................................................................................338 DECLARATIO N.........................................................................................................................................................................339 ANNEXURE A VALUATION REPORT ANNEXURE B TECHNICAL CONSULTANTSREPO RTS ANNEXURE C AIFMD DISCLOSURES
NOTICE TO INVESTORS
The statements contained in this Draft Offer Document relatingto IndiGrid and the Units are, in all material
respects, true and accurate and not misleading, and the opinionsand intentions expressed in this Draft Offer
Document with regard to IndiGrid and the Units are honestlyheld, have been reached after considering all
relevant circ*mstances and are based on reasonable assumptionsand information presently available to the
Trustee and the Investment Manager. There are no material factsin relation to IndiGrid and the Units, the
omission of which would, in the context of the Issue, make anystatement in this Draft Offer Document
misleading in any material respect. Further, the InvestmentManager and Sponsor have made all reasonable
enquiries to ascertain such facts and to verify the accuracy ofall such information and statements.
Investors acknowledge that they have neither relied on the LeadManagers nor any of their respective
shareholders, employees, counsel, officers, directors,representatives, agents or affiliates in connection with such
persons investigation of the accuracy of such information orsuch persons investment decision, and each such
person must rely on his/her own examination of IndiGrid and themerits and risks involved in investing in the
Units. Investors should not construe the contents of this DraftOffer Document as legal, business, tax,
accounting or investment advice.
No person is authorized to give any information or to make anyrepresentation not contained in this Draft Offer
Document and any information or representation not so containedmust not be relied upon as having been
authorized by or on behalf of IndiGrid or by or on behalf of theLead Managers.
Notice to Prospective Investors in the United States
The Units have not been recommended by any U.S. federal or statesecurities commission or regulatory
authority. Furthermore, the foregoing authorities have notconfirmed the accuracy or determined the adequacy
of this Draft Offer Document or approved or disapproved theUnits. Any representation to the contrary is a
criminal offence in the United States. In making an investmentdecision, investors must rely on their own
examination of the IndiGrid and the terms of the Issue,including the merits and risks involved. The Units have
not been and will not be registered under the Securities Act orany other applicable law of the United States and,
unless so registered, may not be offered or sold within theUnited States except pursuant to an exemption from,
or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable state
securities laws. Accordingly, the Units are being offered andsold (a) in the United States only to persons
reasonably believed to be qualified institutional buyers (asdefined in Rule 144A under the Securities Act and
referred to in this Draft Offer Document as U.S. QIBs. For theavoidance of doubt, the term U.S. QIBs does
not refer to a category of institutional investor defined underapplicable Indian regulations and referred to in this
Draft Offer Document as QIBs) in transactions exempt from theregistration requirements of the Securities
Act and (b) outside the United States in compliance withRegulation S and the applicable laws of the jurisdiction
where those offers and sales occur.
Notice to Prospective Investors in the European EconomicArea
This Draft Offer Document has been prepared on the basis thatall offers of the Units will be made pursuant to
an exemption under the Prospectus Directive, as implemented inMember States of the European Economic
Area (EEA), from the requirement to produce a prospectus foroffers of Units. The expression Prospectus
Directive means Directive 2003/71/EC of the European Parliamentand Council EC (and amendments thereto,
including the 2010 PD Amending Directive) and includes anyrelevant implementing measure in each Relevant
Member State (as defined below). Accordingly, any person makingor intending to make an offer within the
EEA of Units which are the subject of the placement contemplatedin this Draft Offer Document should only do
so in circ*mstances in which no obligation arises for IndiGridor any of the Lead Managers to produce a
prospectus for such offer. None of IndiGrid and the LeadManagers have authorized, nor do they authorize, the
making of any offer of the Units through any financialintermediary, other than the offers made by the Lead
Managers which constitute the final placement of the Unitscontemplated in this Draft Offer Document.
INDIGRID WILL CONSTITUTE AN ALTERNATIVE INVESTMENT FUND FOR THEPURPOSE OF THE
EUROPEAN UNION DIRECTIVE ON ALTERNATIVE INVESTMENT FUND MANAGERS(DIRECTIVE
2011/61/EU) (AIFMD). THE ALTERNATIVE INVESTMENT FUND MANAGER(THE AIFM) OF
INDIGRID WILL BE THE INVESTMENT MANAGER.
1
UNITS MAY ONLY BE MARKETED TO PROSPECTIVE INVESTORS WHICH ARERESIDENT,
DOMICILED OR HAVE A REGISTERED OFFICE IN A EUROPEAN ECONOMICAREA (EEA)
MEMBER STATE (EEA MEMBER STATE) IN WHICH THE MARKETING OF UNITSHAS BEEN
REGISTERED OR AUTHORIZED (AS APPLICABLE) UNDER THE RELEVANTNATIONAL
IMPLEMENTATION OF ARTICLE 42 OF AIFMD, AND IN SUCH CASES, ONLYTO EEA PERSONS
WHICH ARE PROFESSIONAL INVESTORS OR ANY OTHER CATEGORY OF PERSONTO WHICH
SUCH MARKETING IS PERMITTED UNDER THE NATIONAL LAWS OF SUCHEUROPEAN
ECONOMIC AREA MEMBER STATE (EACH AN EEA PERSON). THIS OFFERDOCUMENT IS NOT
INTENDED FOR, SHOULD NOT BE RELIED ON BY AND SHOULD NOT BECONSTRUED AS AN
OFFER (OR ANY OTHER FORM OF MARKETING) TO ANY OTHER EEAPERSON.
A PROFESSIONAL INVESTOR FOR THE PURPOSES OF AIFMD IS AN INVESTORWHO IS
CONSIDERED TO BE A PROFESSIONAL CLIENT OR WHICH MAY, ON REQUEST,BE TREATED AS
A PROFESSIONAL CLIENT WITHIN THE RELEVANT NATIONALIMPLEMENTATION OF ANNEX II
OF DIRECTIVE 2004/39/EC (MARKETS IN FINANCIAL INSTRUMENTSDIRECTIVE).
A LIST OF JURISDICTIONS IN WHICH THE INVESTMENT MANAGER AND/ORINDIGRID HAVE
BEEN REGISTERED OR AUTHORIZED (AS APPLICABLE) UNDER ARTICLE 42OF AIFMD IS
AVAILABLE FROM THE INVESTMENT MANAGER ON REQUEST. IF THEINVESTMENT MANAGER
HAS NOT BEEN REGISTERED OR APPROVED IN A PARTICULAR EEA MEMBERSTATE TO
MARKET UNITS, THEN INDIGRID IS NOT BEING MARKETED TO ANY EEAPERSON AT SUCH
DATE IN THAT EEA MEMBER STATE. TO THE EXTENT THAT AN AFFILIATEOF THE
INVESTMENT MANAGER PROMOTES THE TRUST IN AN EEA MEMBER STATE,THEN SUCH
PROMOTION IS BEING UNDERTAKEN FOR AND ON BEHALF OF THEINVESTMENT MANAGER IN
SUCH CAPACITY.
Notice to Prospective Investors in Canada
The Units may be sold only to purchasers purchasing, or deemedto be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, asdefined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Anyresale of the Units must be made in
accordance with an exemption from, or in a transaction notsubject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories ofCanada may provide a purchaser with remedies for
rescission or damages if this Draft Offer Document (includingany amendment thereto) contains a
misrepresentation, provided that the remedies for rescission ordamages are exercised by the purchaser within
the time limit prescribed by the securities legislation of thepurchasers province or territory. The purchaser
should refer to any applicable provisions of the securitieslegislation of the purchasers province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105Underwriting Conflicts (NI 33-105), the Lead
Managers are not required to comply with the disclosurerequirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
Notice to Investors in certain other jurisdictions
The distribution of this Draft Offer Document and the issue ofthe Units in certain jurisdictions may be restricted
by law. As such, this Draft Offer Document does not constitute,and may not be used for or in connection with,
an offer or solicitation by anyone in any jurisdiction in whichsuch offer or solicitation is not authorised or to
any person to whom it is unlawful to make such offer orsolicitation. In particular, no action has been taken by
the Investment Manager or the Lead Managers which would permitan Issue of the Units or distribution of this
Draft Offer Document in any jurisdiction, other than India.Accordingly, the Units may not be offered or sold,
directly or indirectly, and neither this Draft Offer Documentnor any Issue materials in connection with the
Units may be distributed or published in or from any country orjurisdiction that would require registration of
the Units in such country or jurisdiction.
2
DEFINITIONS AND ABBREVIATIONS
This Draft Offer Document uses the definitions and abbreviationsset forth below which you should consider
when reading the information contained herein.
References to any legislation, act, regulations, rules,guidelines or policies shall be to such legislation, act,
regulations, rules, guidelines or policies as amended,supplemented, or re-enacted from time to time and any
reference to a statutory provision shall include any subordinatelegislation made under that provision.
The words and expressions used in this Draft Offer Document, butnot defined herein shall have the meaning
ascribed to such terms under the InvIT Regulations, theDepositories Act, and the rules and regulations made
thereunder.
Notwithstanding the foregoing, the terms not defined but used inthe sections entitled Combined Financial
Statements, Projections of Revenue from Operations and Cash Flowfrom Operating Activities, Taxation
and Legal and other Information on pages 257, 318, 246 and 207,respectively, shall have the meanings
ascribed to such terms in those respective sections.
In this Draft Offer Document, unless the context otherwiserequires, a reference to we, us and our refers
to IndiGrid and the Initial Portfolio Assets on a consolidatedbasis. For the sole purpose of Combined Financial
Statements, reference to we, us and our refers to SGL1, BDTCLand JTCL on a combined basis.
IndiGrid Related Terms
Term Description
Auditors S R B C & Co. LLP, Chartered Accountants, statutoryauditors of IndiGrid
BDTCL Bhopal Dhule Transmission Company Limited
BDTCL TSA Transmission services agreement dated December 7, 2010entered into by BDTCL
with LTTCs and a transmission services agreement dated November12, 2013,
entered into by BDTCL with PGCIL
Combined Financial
Statements
Audited combined financial statements of SGL1, BDTCL and JTCL,which
comprise the combined balance sheets as at September 30, 2016,March 31, 2016,
March 31, 2015 and March 31, 2014, and the related combinedstatements of
profit and loss (including other comprehensive income), combinedcash flow
statements and combined statements of changes in equity for thesix month period
ended September 30, 2016 and for the years ended March 31, 2016,March 31,
2015 and March 31, 2014, and a summary of significant accountingpolicies and
other explanatory information
ENICL East-North Interconnection Company Limited
ENICL TSA Transmission services agreement dated August 6, 2009entered into by ENICL
with LTTCs and a transmission services agreement dated January28, 2013
entered into by ENICL with PGCIL
GPTL Gurgaon Palwal Transmission Limited
GPTL TSA Transmission services agreement dated March 4, 2016,entered into between
GPTL and LTTCs
Holdco Holding company, as defined in Regulation 2(l)(sa) of theInvIT Regulations
IndiGrid India Grid Trust
Initial Portfolio Assets Unless the context otherwise requires,Sterlite Grid 1 Limited and its subsidiaries,
See Also
Cases and Rules for Torts - University of Chicagoblsa.uchicago.edu/first year/TORTS/torts-sykes.doc · Web viewREMEMBER TO ALWAYS MENTION INTENTIONAL TORTS (harm substantially certain) - [DOC Document]Is your chatbot speaking the right language to your customers?PROSPECTUS - ZAR X - [PDF Document]CLIENT RELATIONSHIP DISCLOSURE · this occurs, the client will be in a margin call If the client pays for the full investment, the client receives loan value The client must have - [PDF Document]
BDTCL and JTCL and/or their power transmission projects
Investment Management
Agreement
Investment management agreement dated November 10, 2016 and theamendment
dated December 1, 2016, entered into between the Trustee (onbehalf of IndiGrid),
the Investment Manager, SGL1, BDTCL and JTCL Investment ManagerSterlite Infraventures Limited
InvIT Assets InvIT assets as defined in Regulation 2(l)(zb) ofthe InvIT Regulations, in this
case being the Initial Portfolio Assets
JTCL Jabalpur Transmission Company Limited
JTCL TSA Transmission services agreement dated December 1, 2010entered into by JTCL
with LTTCs and a transmission services agreement dated November12, 2013
entered into by JTCL with PGCIL
3
Term Description
KTL Khargone Transmission Limited
KTL TSA Transmission services agreement dated March 14, 2016,entered into between
KTL and LTTCs
Lahmeyer Reports Technical consultant reports each datedDecember 1, 2016, issued by Lahmeyer,
concerning the Initial Portfolio Assets which are contained inthis Draft Offer
document.
MTL Maheshwaram Transmission Limited
MTL TSA Transmission services agreement dated June 10, 2015,entered into by MTL with
LTTCs
NTL NRSS XXIX Transmission Limited
NTL TSA Transmission services agreement dated January 2, 2014entered into by NTL with
the LTTCs
OGPTL Odisha Generation Phase II Transmission Limited
OGPTL TSA Transmission services agreement dated November 20,2015 entered into by
OGTPL with the LTTCs
Parties to IndiGrid The Sponsor, the Trustee, the InvestmentManager and the Project Manager
PKTCL Purulia & Kharagpur Transmission Company Limited
PKTCL TSA Transmission services agreement dated August 6, 2013,entered into by PKTCL
with the LTTCs
Portfolio Assets Initial Portfolio Assets and/or their powertransmission projects as the context may
require which are owned by IndiGrid from time to time.
Project Implementation and
Management Agreement
Project implementation and management agreement dated November10, 2016,
entered into between the Trustee (on behalf of IndiGrid), theProject Manager, the
Investment Manager, SGL1, BDTCL and JTCL
Project Manager or SPGVL Sterlite Power Grid VenturesLimited
Projections of Revenue
from Operations and Cash
Flow from Operating
Activities
Projections of revenue from operations and cash flow fromoperating activities of
IndiGrid (consisting of IndiGrid, SGL1, BDTCL, JTCL and each ofBDTCL and
JTCL) individually for the years ending March 31, 2018, March31, 2019 and
March 31, 2020 along with the basis of preparation and otherexplanatory
information and significant assumptions.
ROFO Assets ENICL, PKTCL, NTL, RTCL, MTL, OGPTL, GPTL andKTL
RTCL RAPP Transmission Company Limited
RTCL TSA Transmission services agreement dated July 24, 2013entered into by RTCL with
the LTTCs
Securities Purchase
Agreement
Securities purchase agreement dated [], entered into between theSponsor, the
Trustee (on behalf of IndiGrid), the Investment Manager andSGL1
SGL1 Sterlite Grid 1 Limited
SGL2 Sterlite Grid 2 Limited
SGL3 Sterlite Grid 3 Limited
SGL4 Sterlite Grid 4 Limited
SGL5 Sterlite Grid 5 Limited
Sponsor Sterlite Power Grid Ventures Limited
SPTL Sterlite Power Transmission Limited
SPV(s) Special purpose vehicles, as defined in Regulation2(l)(zy) of the InvIT
Regulations
Sterlite group companies Subsidiaries, associates or affiliatesof Sterlite Power Transmission Limited
STL Sterlite Technologies Limited
Trust Deed Trust deed dated October 21, 2016, entered intobetween the Sponsor and the
Trustee
Trustee Axis Trustee Services Limited
Unitholders Any Person who holds Units (as hereinafter defined)upon making a defined
contribution as determined by the Trustee
Units An undivided beneficial interest in IndiGrid, and suchUnits together represent the
entire beneficial interest in IndiGrid
Valuation Report Valuation report issued by the Valuer, whichsets out their opinion as to the fair
enterprise value of the Initial Portfolio Assets as on September30, 2016 Valuer Haribhakti & Co. LLP
4
Issue Related Terms
Term Description
Acknowledgement Slip The slip or document issued by theDesignated Intermediary to a Bidder as proof
of registration of the Bid cum Application Form
Application Supported by
Blocked Amount or ASBA
An application, whether physical or electronic, used by ASBABidders to make a
Bid by authorising an SCSB to block the Bid Amount in the ASBAAccount
Anchor Investor An Institutional Investor, applying under theAnchor Investor Portion in
accordance with the requirements specified in the InvITRegulations and the SEBI
Guidelines in terms of the Offer Document, including a StrategicInvestor
Anchor Investor Allocation
Price
Price at which Units will be allocated to Anchor Investors interms of the Offer
Document, decided by the Investment Manager in consultation withthe Lead
Managers
Anchor Investor
Application Form
The form used by an Anchor Investor to make a Bid in the AnchorInvestor
Portion and which will be considered as an application forAllotment in terms of
the Offer Document and the Final Offer Document
Anchor Investor Bid/Issue
Period
One Working Day prior to the Bid/Issue Opening Date, on whichBids by Anchor
Investors are to be submitted and allocation to Anchor Investorsshall be
completed
Anchor Investor Portion Not more than 60% of the InstitutionalInvestor Portion which may be allocated by
the Investment Manager in consultation with the Lead Managers ona
discretionary basis
Anchor Investor Issue Price Final price at which Units will beAllotted to Anchor Investors in terms of the
Offer Document and the Final Offer Document, which price will beequal to or
higher than the Issue Price but not higher than the CapPrice
The Anchor Investor Issue Price will be decided by theInvestment Manager in
consultation with the Lead Managers
Allocated/ Allocation Allocation of Units, following thedetermination of the Issue Price by the
Investment Manager, in consultation with the Lead Managers, toBidders on the
basis of the Application Form submitted by Investor
Allot/ Allotment/ Allotted Unless the context otherwiserequires, the issue and allotment of Units to be issued
pursuant to this Issue
Allottees Bidders to whom Units are Allotted
Allotment Advice Note, advice or intimation of Allotment sent tothe Bidders who have been or are
to be Allotted Units after the Basis of Allotment has beenapproved by the
Designated Stock Exchange
ASBA Account A bank account maintained with an SCSB andspecified in the ASBA Form for
blocking the Bid Amount mentioned in the ASBA Form
ASBA Bid A Bid made by an ASBA Bidder including all revisionsand modifications thereto
as permitted under the InvIT Regulations and SEBI Guidelines
ASBA Bidder All Bidders other than Anchor Investors
ASBA Form An application form, whether physical or electronic,used by ASBA Bidders
which will be considered as the application for Allotment interms of the Offer
Document and the Final Offer Document
Associate Associate shall have the meaning set forth inRegulation 2(1)(b) of the InvIT
Regulations
Basis of Allotment The basis on which Units will be Allotted tosuccessful Bidders under the Issue
and which is described in the section entitled Issue Informationon page 224
Bid An indication to make an offer during the Bid/Issue Periodby an ASBA Bidder
pursuant to submission of the ASBA Form, or during the AnchorInvestor
Bid/Issue Period by an Anchor Investor pursuant to submission ofthe Anchor
Investor Application Form, to subscribe to or purchase Units ofIndiGrid at a price
within the Price Band, including all revisions and modificationsthereto as
permitted under the InvIT Regulations and SEBI Guidelines
Bid Amount The highest value of optional Bids indicated in theBid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the ASBABidder, as
the case may be, upon submission of the Bid in the Issue
Bid cum Application Form The Anchor Investor Application Form orthe ASBA Form, as the context requires
Bid/Issue Closing Date Except in relation to any Bids receivedfrom the Anchor Investors, the date after
5
Term Description
which the Designated Intermediaries will not accept any Bids,which will be
published in (i) all editions of Economic Times (a widelycirculated English
national daily newspaper); and (ii) all editions of NavbharatTimes (a widely
circulated Hindi national daily newspaper with wide circulationin New Delhi)
Bid/Issue Opening Date Except in relation to any Bids receivedfrom the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids,which will be
published in (i) all editions of Economic Times (a widelycirculated English
national daily newspaper); and (ii) all editions of NavbharatTimes (a widely
circulated Hindi national daily newspaper with wide circulationin New Delhi)
Bid/Issue Period Period between the Bid/Issue Opening Date andthe Bid/Issue Closing Date,
inclusive of both days, during which Bidders, other than AnchorInvestors, can
submit their Bids, including any revisions thereof
Bid Lot [] Units
Bidder Any prospective investor who makes a Bid pursuant to theterms of the Offer
Document and the Bid cum Application Form and unless otherwisestates or
implies, includes an Anchor Investor
Bidding Centers Centers at which the Designated Intermediariesshall accept ASBA Forms, i.e,
Designated SCSB Branch for SCSBs, Specified Locations forSyndicate, Broker
Centres for Registered Brokers, Designated RTA Locations forRTAs and
Designated CDP Locations for CDPs
Bodies Corporate Bodies corporate as defined in Regulation2(1)(d) of the InvIT Regulations
Book Building Process The book building process, as provided inSchedule XI of the SEBI ICDR
Regulations
Broker Centres Broker centers notified by the Stock Exchangeswhere Bidders can submit the
ASBA Forms to a Registered Broker
The details of such Broker Centers, along with the names andcontact details of the
Registered Brokers are available on the websites of therespective Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Cap Price The higher end of the Price Band, being ` [] per Unit,above which the Issue Price will not be finalised and above whichno Bids will be accepted
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number maintained with one ofthe Depositories in relation to
a demat account
Confirmation of Allocation
Note or CAN
Notice or intimation of allocation of Units sent to AnchorInvestors, who have
been allocated Units, after the Anchor Investor Bid/IssuePeriod
Collecting Depository
Participant or CDP
A depository participant as defined under the Depositories Act,1996, registered
with SEBI and who is eligible to procure Bids at the DesignatedCDP Locations in
terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November10, 2015
issued by SEBI
Closing Date Date on which Allotment of Units pursuant to thisIssue shall be made, i.e. on or
about []
Cut-off Price Issue Price of the Units to be issued pursuant tothis Issue which shall be finalised
by the Investment Manager, in consultation with the LeadManagers
Demographic Details Details of the Bidders including the Biddersaddress, name of the Bidders
father/husband, investor status, occupation and bank accountdetails
Depository Participant or
DP
A depository participant as defined under the DepositoriesAct
Designated CDP Locations Such locations of the CDPs whereBidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with namesand contact
details of the Collecting Depository Participants eligible toaccept Bid cum
Application Forms are available on the respective websites ofthe Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred from theEscrow Account and the
amounts blocked by the SCSBs are transferred from the ASBAAccounts, as the
case may be, to the Public Issue Account or the Refund Account,as appropriate
Designated Intermediaries Syndicate, sub-syndicate/agents,SCSBs, Registered Brokers, CDPs and RTAs,
who are authorized to collect ASBA Forms from the ASBA Bidders,in relation to
the Issue
6
Term Description
Designated RTA Locations Such locations of the RTAs whereBidders can submit ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with namesand contact
details of the RTAs eligible to accept Bid cum Application Formsare available on
the respective websites of the Stock Exchanges (www.bseindia.comand
www.nseindia.com)
Designated SCSB Branches Such branches of the SCSBs which shallcollect the ASBA Forms, a list of which
is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediariesor
at such other website as may be prescribed by SEBI from time totime
Designated Stock Exchange []
DP ID Depository Participants Identification
Draft Offer Document This Draft Offer Document dated December 2,2016, issued in accordance with
the InvIT Regulations, which does not contain completeparticulars of the price at
which the Units will be Allotted and the size of this Issue,including any addenda
or corrigenda thereto
Edelweiss Edelweiss Financial Services Limited
Eligible NRI(s) NRI(s) from jurisdictions outside India where itis not unlawful to make an offer
or invitation under the Issue and in relation to whom the ASBAForm and the
Offer Document will constitute an invitation to subscribe to theUnits
Escrow Account No-lien and non-interest bearing account openedwith the Escrow Collection
Bank(s) and in whose favour Anchor Investors will transfer moneythrough direct
credit/NEFT/NECS/RTGS in respect of the Bid Amount whensubmitting a Bid
Escrow Agent []
Escrow Agreement Agreement dated [], entered into amongst theTrustee (on behalf of IndiGrid), the
Investment Manager, the Registrar to the Issue, the EscrowCollection Banks, the
Refund Banks, the Escrow Agent and the Lead Managers for,inter-alia, collection
of the Bid Amounts and for remitting refunds, if any, of theamounts collected, to
the Bidders
Final Offer Document Final Offer Document dated [], filed withSEBI and the Stock Exchanges after
the Pricing Date in accordance with the InvIT Regulations andthe SEBI
Guidelines containing, amongst other things, the Issue Pricethat is determined at
the end of the Book Building Process, the size of this Issue andcertain other
information, including any addenda or corrigenda thereto
First Bidder Bidder whose name shall be mentioned first in theBid cum Application Form or
the Revision Form and in case of joint Bids, whose name shallalso appear as the
first holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to anyrevision thereto, in this case being
` [] at or above which the Issue Price and the Anchor InvestorIssue Price will be finalised and below which no Bids will beaccepted
Institutional Investors Institutional Investor means (i) aQualified Institutional Buyer, or (ii) a family
trust or systematically important non-banking financialcompanies registered with
RBI or intermediaries registered with SEBI all with net-worth ofmore than 5,000
million as per the last audited financial statements
Institutional Investor
Portion
Portion of the Issue (including the Anchor Investor Portion)being not more than
75% of the Issue, comprising not more than [] Units which shallbe available for
allocation to Institutional Investors (including AnchorInvestors), subject to valid
Bids being received at or above the Issue Price
See Also
Morgan Stanley at Work Financial Benefits Study Results | Morgan Stanley
Issue Initial public offer up to [] Units (as defined below) forcash at a price of []
per Unit aggregating up to 26,500 million Issue AgreementAgreement dated December 1, 2016 entered into amongst the Trustee(on behalf
of IndiGrid), the Trustee, the Sponsor, the Investment Manager,the Project
Manager and the Lead Managers
Issue Price [] per Unit, being the final price at which Unitswill be Allotted to successful
Bidders, other than Anchor Investors, in terms of the OfferDocument.
The Issue Price will be decided by the Investment Manager inconsultation with
the Lead Managers on the Pricing Date
Issue Proceeds The proceeds of the Issue that are available toIndiGrid
Issue Size Issue of up to [] Units aggregating up to 26,500million
7
Term Description
LMs or Lead Managers Morgan Stanley India Company PrivateLimited, Citigroup Global Markets India
Private Limited and Edelweiss Financial Services Limited
Listing Agreement Any listing agreement to be entered into withthe Stock Exchanges by IndiGrid, in
line with the format as specified under the Securities andExchange Board of India
circular number CIR/CFD/CMD/6/2015 dated October 13, 2015 onFormat of
uniform Listing Agreement
Listing Date Date on which the Units of IndiGrid will be listedon the Stock Exchanges
Minimum Bid Size 1 million
Morgan Stanley Morgan Stanley India Company Private Limited
Mutual Funds Mutual funds registered with SEBI under theSecurities and Exchange Board of
India (Mutual Funds) Regulations, 1996
Net Proceeds Proceeds of the Issue less the Issue expenses
Non-Institutional Portion Portion of the Issue being not lessthan 25% of the Issue, comprising at least []
Units, which shall be available for allocation on aproportionate basis to Non-
Institutional Investors, subject to valid Bids being received ator above the Issue
Price.
Non-Resident Indian/ Non-
Resident
An individual resident outside India who is a citizen or is anoverseas citizen of
India cardholder within the meaning of Section 7A of theCitizenship Act, 1955
and includes a Non-Resident Indian, FVCIs, FIIs and FPIs
Offer Document Offer Document dated [], to be issued inaccordance with the provisions of the
InvIT Regulations and the SEBI Guidelines, which will not havecomplete
particulars of the Price Band and the Issue Price at which theUnits will be offered
and the size of this Issue including any addenda, corrigendathereto
The Offer Document will be filed with SEBI and the StockExchanges and shall
become the Final Offer Document which shall be filed with SEBIand the Stock
Exchanges after the Pricing Date
Pay-in Date Last date specified in the CAN for payment ofapplication monies by the Allottees
Price Band Price band between the minimum price of [] per Unit(Floor Price) and the
maximum price of [] per Unit (Cap Price) including any revisionthereof
The Price Band will be decided by the Investment Manager, inconsultation with
the Lead Managers, and will be announced at least five WorkingDays prior to the
Bid/Issue Opening Date, on the websites of IndiGrid, the Sponsorand the
Investment Manager, and shall be made available to the StockExchanges for the
purpose of uploading on their respective websites
Pricing Date The date on which the Investment Manager, inconsultation with the Lead
Managers, finalises the Issue Price
Public Issue Account No-lien and non-interest bearing bankaccount opened to receive monies from
the Escrow Account and from the ASBA Accounts on the DesignatedDate
Qualified Institutional
Buyers or QIB(s)
Qualified institutional buyers shall mean (i) a mutual fund,venture capital fund,
alternative investment fund and foreign venture capital investorregistered with
SEBI, (ii) a foreign portfolio investor, other than Category IIIforeign portfolio
investor, registered with SEBI, (iii) a public financialinstitution as defined in
section 2(72) of the Companies Act, 2013, (iv) a scheduledcommercial bank, (v) a
multilateral and bilateral development financial institution,(vi) a state industrial
development corporation, (vii) an insurance company registeredwith the IRDAI,
(viii) a provident fund with minimum corpus of ` 250 million,(ix) a pension fund with minimum corpus of ` 250 million, (x)National Investment Fund set up by GoI, (xi) insurance funds set upand managed by army, navy or air force of the
Union of India, or (xii) insurance funds set up and managed bythe Department of
Posts, India
Refund Account(s) No-lien and non-interest bearing accountopened with the Refund Bank(s),
from which refunds, if any, of the whole or part of the BidAmount to Anchor
Investors shall be made
Refund Bank(s) []
Registered Brokers Stock brokers registered with the stockexchanges having nationwide terminals,
other than BRLMs and the Syndicate Members, eligible to procureBids in terms
of Circular No. CIR/CFD/14/2012 dated October 4, 2012 issued bySEBI
Registrar and Share Registrar and share transfer agentsregistered with SEBI and eligible to procure
8
Term Description
Transfer Agents or RTAs Bids at the Designated RTA Locations interms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued bySEBI
Registrar Agreement The agreement dated December 1, 2016,entered into between the Trustee (on
behalf of IndiGrid), the Investment Manager and the Registrar tothe Issue in
relation to the responsibilities and obligations of theRegistrar to the Issue
pertaining to the Issue
Revision Form Form used by the Bidders to modify the quantity ofUnits or the Bid Amount in
any of their ASBA Forms or any previous Revision Forms.
Bidders are not allowed to withdraw or lower their Bids (interms of number of
Units or the Bid Amount) at any stage
Self Certified Syndicate
Bank(s) or SCSB(s)
Banks registered with SEBI, offering services in relation toASBA, a list of which
is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediariesand
updated from time to time
Specified Locations Bidding centres where the Syndicate shallaccept ASBA Forms from Bidders
Strategic Investor A strategic investor means, (i) aninfrastructure finance company registered with
RBI as a Non Banking Financial Company, (ii) a ScheduledCommercial Bank,
(iii) an international multilateral financial institution, (iv)a systemically important
Non Banking Financial Companies registered with RBI, or (v) aforeign portfolio
investor, who together invest not less than five per cent of thetotal offer size of
IndiGrid or such amount as may be specified by SEBI from time totime
Syndicate Agreement The agreement dated [], entered into betweenthe Trustee (on behalf of IndiGrid),
the Investment Manager, the Lead Managers, the Syndicate Membersand the
Registrar to the Issue in relation to collection of Bid cumApplication Forms by
the Syndicate
Syndicate/ Members of the
Syndicate
The Lead Managers and the Syndicate Members
Syndicate Members Intermediaries, registered with SEBI who arepermitted to carry out activities as an
underwriter, being, []
Underwriters []
Underwriting Agreement Agreement dated [], entered into betweenthe Trustee (on behalf of IndiGrid), the
Underwriters, the Investment Manager, the Trustee, the Sponsorand the Project
Manager
Working Day Working Day, with reference to (a) announcement ofPrice Band; and (b)
Bid/Issue Period, shall mean all days, excluding Saturdays,Sundays and public
holidays, on which commercial banks in Mumbai are open forbusiness; and (c)
the time period between the Bid/ Issue Closing Date and thelisting of the Equity
Shares on the Stock Exchanges, shall mean all trading days ofStock Exchanges,
excluding Sundays and bank holidays, as per the SEBICircular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical and Industry related terms
Term Description
ARR Aggregate Revenue Requirement
BOOM Build, own, operate and maintain
BPC Bid process co-ordinator
D/C Double Circuit
DC Direct Current
DIC Designated inter-state transmission system customers
DISCOM Distribution companies
GW Giga watt
HVDC High Voltage Direct Current
ISTS Inter-state transmission system
ISTS Inter State Transmission Systems
LTTC Long term transmission customer
MoP Ministry of Power
MVA Mega Volt Ampere
9
Term Description
MW Mega watt
PFC Power Finance Corporation of India Limited
PGCIL Power Grid Corporation of India Limited
PoC Point of Connection
POSOCO Power System Operation Corporation Limited
REC Rural Electrification Corporation of India Limited
RLDC Regional Load Dispatch Centre
RSA Revenue Sharing Agreement
SEB(s) State Electricity Boards
SLDC State Load Dispatch Centre
TBCB Tariff Based Competitive Bidding
TSA Transmission Services Agreement
TSP Transmission Service Provider
Abbreviations
Term Description
BOCW Act The Building and Other Construction Workers (Regulationof Employment and
Conditions of Service) Act, 1996
BSE BSE Limited
CDSL Central Depository Services (India) Limited
CEA Central Electricity Authority
CERC Central Electricity Regulatory Commission
Companies Act Companies Act, 1956 and/or the Companies Act,2013, as applicable
Companies Act, 1956 Companies Act, 1956, as amended (withoutreference to the provisions thereof
that have ceased to have effect upon the notification of theNotified Sections)
Companies Act, 2013 Companies Act, 2013, to the extent in forcepursuant to the notification of the
Notified Sections
Depository A depository registered with SEBI under theSecurities and Exchange Board of
India (Depositories and Participants) Regulations, 1996
DIN Director Identification Number
Financial Year or Fiscal
Year or Fiscal
Period of 12 months ended March 31 of that particular year,unless otherwise
stated
GoI or Government Government of India
Ind AS Companies (Indian Accounting Standards) Rules, 2015,notified on February 19,
2015 by the MCA, including any amendments or modificationsthereto
Indian GAAP Generally Accepted Accounting Principles inIndia
Indian GAAS Generally Accepted Auditing Standards in India
InvIT Regulations Securities and Exchange Board of India(Infrastructure Investment Trust)
Regulations, 2014
IRDAI Insurance Regulatory and Development Authority ofIndia
MoEF Ministry of Environment, Forest and Climate Change
Notified Sections The sections of the Companies Act, 2013 thathave been notified by the Ministry
of Corporate Affairs, Government of India
NSDL National Securities Depository Limited
NEFT National Electronic Funds Transfer
NSE The National Stock Exchange of India Limited
PAN Permanent account number
RBI Reserve Bank of India
Regulation S Regulation S under the Securities Act
Rs./Rupees/INR/` Indian Rupees RTGS Real Time GrossSettlement
Rule 144A Rule 144A under the Securities Act
SEBI Securities and Exchange Board of India constituted underthe SEBI Act
SEBI Act The Securities and Exchange Board of India Act,1992
SEBI Guidelines SEBI circular dated May 11, 2016 on Guidelinesfor public issue of units of
InvITs
10
Term Description
SEBI ICDR Regulations Securities and Exchange Board of India(Issue of Capital and Disclosure
Requirements) Regulations, 2009
Securities Act U.S. Securities Act of 1933
SERC State Electricity Regulatory Commission
Stock Exchanges Together, the BSE and the NSE
U.S./U.S.A/United States United States of America
USD/US$ United States Dollars
ACSR Aluminium Conductor Steel Reinforced
CCI Competition Commission of India
Competition Act Competition Act, 2002
CRISIL CRISIL Limited
CRISIL Report Opportunities in power transmission in India,November 2016, prepared by
CRISIL Research
EHS Environment, Occupational Health and Safety
GAAR General Anti-Avoidance Rules
InvIT Infrastructure Investment Trust
Lahmeyer Lahmeyer International (India) Private Limited
Sharing of Charges and
Losses Regulations
Central Electricity Regulatory Commission (Sharing of InterState Transmission
Charges and Losses) Regulations, 2010
11
PRESENTATION OF FINANCIAL DATA AND OTHER INFORMATION
Certain Conventions
All references in this Draft Offer Document to India are to theRepublic of India.
Unless stated otherwise, all references to page numbers in thisDraft Offer Document are to the page numbers of
this Draft Offer Document.
Financial Data
Unless the context requires otherwise, the financial informationin this Draft Offer Document in relation to
IndiGrid, is derived from the audited combined financialstatements of SGL1, BDTCL and JTCL, which
comprise the combined balance sheets as at September 30, 2016,March 31, 2016, March 31, 2015 and March
31, 2014, and the related combined statements of profit and loss(including other comprehensive income),
combined cash flow statements and combined statements of changesin equity for the six month period ended
September 30, 2016 and for the years ended March 31, 2016, March31, 2015 and March 31, 2014, and a
summary of significant accounting policies and other explanatoryinformation (Combined Financial
Statements). The Combined Financial Statements have beenprepared in accordance with the basis of
preparation as set out in note 2.1 to the Combined FinancialStatements. Please see the section entitled
Combined Financial Statements on page 257.
Further, this Draft Offer Document includes projections ofrevenue from operations and cash flow from
operating activities of IndiGrid consisting of IndiGrid, SGL1,BDTCL and JTCL and each of BDTCL and JTCL
individually, for the financial years ended March 31, 2018, 2019and 2020, prepared in accordance with the
basis of preparation as set out in note II of projections ofrevenue from operations and cash flow from operating
activities (the Projections of Revenue from Operations and CashFlow from Operating Activities). Please
see the section entitled Projections of Revenue from Operationsand Cash Flow from Operating Activities on
page 318.
Further, this Draft Offer Document includes summary financialstatements of the (i) Sponsor, as of and for the
financial years ended March 31, 2016 and March 31, 2015; and(ii) Investment Manager, as of and for the
financial years ended March 31, 2016, March 31, 2015 and March31, 2014, derived respectively from the
consolidated financial statements of the Sponsor for therespective years and from the standalone financial
statements of the Investment Manager for the respective years,which were prepared in accordance with Indian
GAAP and the Companies Act. The financial statements of theSponsor for the financial year ended March 31,
2014 are not available, since the Sponsor was incorporated onJune 3, 2014. For further details, please see the
sections entitled Summary Financial Information of the Sponsorand Summary Financial Information of the
Investment Manager on pages 28 and 32, respectively.
The degree to which the financial information included in thisDraft Offer Document will provide meaningful
information is entirely dependent on the readers level offamiliarity with Indian accounting policies and
practices, the Companies Act, the Indian GAAP, Ind AS and theInvIT Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on thefinancial disclosures presented in this Draft Offer
Document should accordingly be limited.
The financial year for IndiGrid and Parties to IndiGridcommences on April 1 and ends on March 31 of the next
year; accordingly, all references to a particular financialyear, unless stated otherwise, are to the 12 month
period ended on March 31 of that year.
In this Draft Offer Document, any discrepancies in any tablebetween the total and the sums of the amounts
listed are due to rounding off. All figures in decimals and allpercentage figures have been rounded off to two
decimal places. Certain other operational data, including routelength of transmission lines in ckms and the
number of years under the term of a TSA, have been rounded towhole numbers.
Currency and Units of Presentation
All references to:
12
Rupees or or INR or Rs. are to Indian Rupee, the officialcurrency of the Republic of India; and
USD or US$ are to United States Dollar, the official currency ofthe United States.
Except otherwise specified, certain numerical information inthis Draft Offer Document have been presented in
million units. One million represents 1,000,000 and one billionrepresents 1,000,000,000.
Unless the context requires otherwise, any percentage amounts,as set forth in this Draft Offer Document, have
been calculated on the basis of the Combined FinancialStatements, and the summary financial statements of the
Sponsor on a consolidated basis and the Investment Manager on astandalone basis.
Historically, the audited standalone financial statements of theInitial Portfolio Assets have been prepared in
accordance with Indian GAAP and the Companies Act and audited bythe statutory auditors of the respective
Initial Portfolio Assets. However, for the purposes of thisDraft Offer Document, the Combined Financial
Statements consisting of SGL1, BDTCL and JTCL have been preparedin accordance with Ind AS. The date of
transition for the purpose of Ind AS for the Combined FinancialStatements has been considered as April 1,
2013.
Exchange Rates
This Draft Offer Document contains conversion of certain othercurrency amounts into Indian Rupees. These
conversions should not be construed as a representation thatthese currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate.
The following table sets forth, for the dates indicated,information with respect to the exchange rate between the
Rupee and the US$ (in Rupees per US$):
As on (in )
Currency September 30, 2016 September 30, 2015 March 31, 2016March 31, 2015 March 28, 2014*
1 US$ 67.61 63.75 66.33 62.59 60.09 *Data provided as on March28, 2014, the last trading date of financial year ended March 31,2014 Source: www.rbi.org.in
Industry and Market Data
Unless stated otherwise, industry and market data used in thisDraft Offer Document has been obtained or
derived from publicly available information as well as industrypublications, Opportunities in power
transmission in India issued by CRISIL Research (CRISIL Report),and other sources. For details, see the
section entitled Industry Overview on page 118.
Industry publications generally state that the informationcontained in such publications has been obtained from
publicly available documents from various sources believed to bereliable but their accuracy and completeness
are not guaranteed and their reliability cannot be assured.Accordingly, no investment decisions should be based
on such information. Although the Investment Manager believesthat the industry and market data used in this
Draft Offer Document is reliable, it has not been independentlyverified by the Investment Manager, the
Sponsor, the Trustee or the Lead Managers, or any of theiraffiliates or advisors. The data used in these sources
may have been re-classified by us for the purposes ofpresentation. Data from these sources may also not be
comparable. Such data involves risks, uncertainties and numerousassumptions and is subject to change based on
various factors, including those disclosed in the sectionentitled Risk Factors on page 40 of this Draft Offer
Document. Accordingly, investment decisions should not be basedsolely on such information.
The extent to which the market and industry data used in thisDraft Offer Document is meaningful depends on
the readers familiarity with and understanding of themethodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in whichbusiness of IndiGrid is conducted, and
methodologies and assumptions may vary widely among differentindustry sources.
Disclaimer of CRISIL Research
CRISIL Research, a division of CRISIL Limited (CRISIL) has takendue care and caution in preparing this
report (Report) based on the Information obtained by CRISIL fromsources which it considers reliable (Data).
However, CRISIL does not guarantee the accuracy, adequacy orcompleteness of the Data / Report and is not
13
responsible for any errors or omissions or for the resultsobtained from the use of Data / Report. This Report is
not a recommendation to invest / disinvest in any entity coveredin the Report and no part of this Report should
be construed as an expert advice or investment advice or anyform of investment banking within the meaning of
any law or regulation. CRISIL especially states that it has noliability whatsoever to the subscribers / users /
transmitters/ distributors of this Report. Without limiting thegenerality of the foregoing, nothing in the Report is
to be construed as CRISIL providing or intending to provide anyservices in jurisdictions where CRISIL does
not have the necessary permission and/or registration to carryout its business activities in this regard. India
Grid Trust and Sterlite Infraventures Limited will beresponsible for ensuring compliances and consequences of
non-compliance for use of the Report or part thereof outsideIndia. CRISIL Research operates independently of,
and does not have access to information obtained by CRISILsRatings Division / CRISIL Risk and
Infrastructure Solutions Ltd (CRIS), which may, in their regularoperations, obtain information of a confidential
nature. The views expressed in this Report are that of CRISILResearch and not of CRISILs Ratings Division /
CRIS. No part of this Report may be published/reproduced in anyform without CRISILs prior written approval.
Disclaimer of CRISIL Ratings
CRISIL Limited (CRISIL) has taken due care and caution inpreparing the Material based on the information
provided by its client and / or obtained by CRISIL from sourceswhich it considers reliable (Information).A
CRISIL rating reflects CRISIL's current opinion on thelikelihood of timely payment of the obligations under the
rated instrument and does not constitute an audit of the ratedentity by CRISIL. CRISIL does not guarantee the
completeness or accuracy of the information on which the ratingis based. A CRISIL rating is not a
recommendation to buy, sell, or hold the rated instrument; itdoes not comment on the market price or
suitability for a particular investor. The Rating is not arecommendation to invest / disinvest in any entity
covered in the Material and no part of the Material should beconstrued as an expert advice or investment
advice or any form of investment banking within the meaning ofany law or regulation. CRISIL especially states
that it has no liability whatsoever to the subscribers / users /transmitters/ distributors of the Material. Without
limiting the generality of the foregoing, nothing in theMaterial is to be construed as CRISIL providing or
intending to provide any services in jurisdictions where CRISILdoes not have the necessary permission and/or
registration to carry out its business activities in thisregard. Sterlite Infraventures Limited and India Grid
Trust will be responsible for ensuring compliances andconsequences of non-compliances for use of the
Material or part thereof outside India. CRISIL Ratings ratingcriteria are available without charge to the public
on the CRISIL web site, www.crisil.com. For the latest ratinginformation on any instrument of any company
rated by CRISIL, please contact Customer Service Helpdesk at1800-267-1301 or visit www.crisil.com.
14
http://www.crisil.com/
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Draft Offer Document thatare not statements of historical fact constitute
forward-looking statements. Bidders can generally identifyforward-looking statements by terminology such
as aim, anticipate, believe, continue, can, could, estimate,expect, intend, may,
objective, plan, potential, project, pursue, seek to, shall,should, will, would, or other
words or phrases of similar import. Similarly, statements thatdescribe the strategies, objectives, plans or goals
of IndiGrid and the Projections of Revenue from Operations andCash Flow from Operating Activities are also
forward-looking statements. However, these are not the exclusivemeans of identifying forward-looking
statements.
All statements regarding IndiGrids expected financialconditions, results of operations and cash flows, business
plans and prospects including the Projections of Revenue fromOperations and Cash Flow from Operating
Activities are forward-looking statements. These forward-lookingstatements include statements as to IndiGrids
business strategy, planned projects, revenue and profitability(including, without limitation, any financial or
operating projections or forecasts), new business and othermatters discussed in this Draft Offer Document that
are not historical facts. Further, please note that theProjections of Revenue from Operations and Cash Flow
from Operating Activities included in this Draft Offer Documentare based on a number of assumptions. For
further details, please see the section entitled Projections ofRevenue from Operations and Cash Flow from
Operating Activities on page 318.
The Valuation Report included in this Draft Offer Document, isbased on certain projections and accordingly,
should be read together with assumptions and notes thereto.
Actual results may differ materially from those suggested by theforward-looking statements or financial
projections due to certain known or unknown risks oruncertainties associated with the Investment Managers
expectations with respect to, but not limited to, the actualgrowth in the power transmission sector, the
Investment Managers ability to successfully implement thestrategy, growth and expansion plans, cash flow
projections, the outcome of any legal or regulatory changes, thefuture impact of new accounting standards,
regulatory changes pertaining to the power transmission sectorin India and our ability to respond to them, and
general economic and political conditions in India which have animpact on our business activities or
investments, changes in competition and the Project Managersability to operate and maintain the Initial
Portfolio Assets and successfully implement any technologicalchanges. By their nature, certain of the market
risk disclosures are only estimates and could be materiallydifferent from what actually occurs in the future. As a
result, actual future gains, losses or impact on net interestincome and net income could materially differ from
those that have been estimated.
Factors that could cause actual results, performance orachievements of IndiGrid to differ materially include, but
are not limited to, those discussed in the sections entitledRisk Factors, Industry Overview, Business and
Managements Discussion and Analysis of Factors by the Directorsof the Investment Manager affecting the
Financial Condition, Results of Operations and Cash Flows, onpages 40, 118, 142 and 179, respectively.
Some of the factors that could cause IndiGrids actual results,performance or achievements to differ materially
from those in the forward-looking statements and financialinformation include, but are not limited to, the
following:
IndiGrid is a new entity and does not have an establishedoperating history;
We may be unable to operate and maintain our power transmissionprojects to achieve the prescribed availability;
We may lose tariff revenues and incur significant repair andreplacement costs in the event our power transmission projects arerendered inoperable due to force majeure events;
Substantially all our revenues are derived from tariff paymentsreceived from LTTCs. A delay in payments of point of connectioncharges to the CTU by users and customers may adversely affectour
cash flows and results of operations;
As the terms and conditions, including the tariff structureunder the TSAs are generally fixed, we may not be able to offsetincrease in costs, including operation and maintenance costs,solely from tariffs
payable to us under the TSAs;
The ability of the Project Manager to ensure that our powertransmission systems are fully operational at all times may besubject to the limitations of the power grid, existing equipment oroperational risks
outside of their control;
15
The Initial Portfolio Assets may not achieve the projectedfinancial performance referred to in the financial projections,which would adversely affect our ability to meet our projecteddistributions to our
Unitholders;
The assumptions in Projections of Revenue from Operations andCash Flow from Operating Activities are inherently uncertain andare subject to significant business, economic, financial,regulatory and
competitive risks and uncertainties that could cause actualresults to differ materially from those
projected;
The Projections of Revenue from Operations and Cash Flow fromOperating Activities assume the successful refinancing of ourexisting indebtedness which are based on term sheets which arenon-
binding;
We may not be able to make distributions to our Unitholderscomparable to our Unitholders estimated or anticipateddistributions or the level of distributions may fall;
Any changes to current tariff policies or modifications oftariffs standards by regulatory authorities could have a materialadverse effect on our business, prospects, financial condition,results of operations and
cash flows;
Our businesses could be adversely affected if we are unable tomaintain or renew our existing regulatory approvals due to changesto the regulatory environment and the laws, rules and directives ofthe GoI;
Any power transmission project that we acquire, which is stillunder construction and development, may be subject to cost overrunsor delays;
ROFO Assets which are under development by the Sponsor aresubject to risks associated with the engagement of third partycontractors which may delay or even prevent such ROFO Assets frombeing
offered to us under the ROFO Deed; and
Price increases, foreign exchange movement or shortages in theavailability of equipment could adversely affect the Sponsorsability to develop the ROFO Assets in line with its projectedbudget or
originally envisaged timeframes.
Forward-looking statements and financial projections reflectcurrent views as of the date of this Draft Offer
Document and are not a guarantee of future performance orreturns to Bidders. These statements and projections
are based on certain beliefs and assumptions, which in turn arebased on currently available information.
Although the Investment Manager believes that the expectationsand the assumptions upon which such forward-
looking statements are based, are reasonable at this time, itcannot assure Bidders that such expectations will
prove to be correct or accurate. In accordance with the InvITRegulations, the assumptions underlying the
Projections of Revenue from Operations and Cash Flow fromOperating Activities have been examined by the
Auditors. The Projections of Revenue from Operations and CashFlow from Operating Activities have been
prepared for inclusion in the Draft Offer Document for thepurposes of this Issue, using a set of assumptions that
include hypothetical assumptions about future events andmanagements actions that are not necessarily
expected to occur, and have been approved by the board ofdirectors of the Investment Manager. Consequently,
Bidders are cautioned that the Projections of Revenue fromOperations and Cash Flow from Operating
Activities may not be appropriate for purposes other than thatdescribed above. Given these uncertainties,
Bidders are cautioned not to place undue reliance on suchforward-looking statements and Projections of
Revenue from Operations and Cash Flow from Operating Activities.In any event, these statements speak only
as of the date of this Draft Offer Document or the respectivedates indicated in this Draft Offer Document, and
IndiGrid, the Investment Manager and the Lead Managers or any oftheir affiliates or advisors, undertake no
obligation to update or revise any of them, whether as a resultof new information, future events or otherwise
after the date of this Draft Offer Document. If any of theserisks and uncertainties materialize, or if any of the
Investment Managers underlying assumptions prove to beincorrect, the actual results of operations or financial
condition or cash flow of IndiGrid could differ materially fromthat described herein as anticipated, believed,
estimated or expected. All subsequent forward-looking statementsattributable to IndiGrid are expressly
qualified in their entirety by reference to these cautionarystatements.
16
THE ISSUE
The following is a general summary of the terms of this Issue.This summary should be read in conjunction
with, and is qualified in its entirety by, the detailedinformation appearing elsewhere in this Draft Offer
Document:
Issue Up to [] Units aggregating up to 26,500 million
Of which
Institutional Investor Portion (not
more than 75% of this Issue)*
Not more than [] Units
Non-Institutional Investor Portion
(not less than 25% of this Issue)
Not less than [] Units
Floor Price []
Cap Price []
Issue Price []
Minimum Bid Size 1 million
Issue Opening Date** []
Issue Closing Date*** []
Sponsor Sterlite Power Grid Ventures Limited
Trustee Axis Trustee Services Limited
Investment Manager Sterlite Infraventures Limited
Project Manager Sterlite Power Grid Ventures Limited
Authority for this Issue This Issue was authorised and approvedby the board of directors of the
Investment Manager on November 7, 2016.
Tenure of IndiGrid IndiGrid shall remain in force perpetuallyuntil it is dissolved or terminated
in accordance with the Trust Deed. For details, please see thesection
entitled Parties to IndiGrid on page 81.
Units issued and outstanding
immediately prior to this Issue
[]
Units issued and outstanding
immediately after this Issue
[]
Details of commitment received
from Strategic Investors, if any
[]
Sponsor Units Up to [] Units.
The Units held by the Sponsor may rank pari passu with, and havethe same
rights as the Units to be Allotted pursuant to this Issue.However, IndiGrid
may issue subordinate units of IndiGrid only to the Sponsor andits
Associates, which will be disclosed in the Offer Document, wheresuch
subordinate units shall carry only inferior voting or any otherrights
compared to other Units.
The Units to be held by the Sponsor will be allotted to theSponsor,
simultaneously with the Allotment pursuant to this Issue.
Distribution Please see the section entitled Distribution onpage 177.
Indian Taxation Please see the section entitled Taxation on page246.
Use of proceeds Please see the section entitled Use of Proceedson page 170.
Listing Prior to this Issue, there was no market for the Units.The Units are
proposed to be listed on the NSE and BSE. In-principle approvalsfor listing
of the Units have been received from BSE and NSE on [] and[],
respectively. The Investment Manager shall apply to BSE and NSEfor the
final listing and trading approvals, after the Allotment andafter the credit of
the Units to the beneficiary accounts with the DepositoryParticipants.
Designated Stock Exchange []
Closing Date The date on which Allotment of the Units pursuantto this Issue shall be
made, i.e. on or about []
Ranking The Units being issued may rank pari passu in allrespects, including rights
in respect of distribution. However, IndiGrid may issuesubordinate units of
IndiGrid only to the Sponsor and its Associates, which will bedisclosed in
the Offer Document, where such subordinate units shall carryonly inferior
17
voting or any other rights compared to other Units. TheUnitholders will be
entitled to participate in distribution, if any, declared byIndiGrid after the
date of Allotment.
Please see the section entitled Rights of Unitholders on page218.
Lock-in and Rights of
Unitholders
For details, please see the sections entitled Informationconcerning the
Units and Rights of Unitholders on pages 169 and 218,respectively.
Risk Factors Prior to making an investment decision, Biddersshould consider carefully
the matters discussed in the section entitled Risk Factors onpage 40. * The Investment Manager may, in consultation with theLead Managers, consider participation by Anchor Investors in thisIssue for up
to 60% of the Institutional Investor Portion in accordance withthe InvIT Regulations and the SEBI Guidelines. ** The AnchorInvestor Bid/Issue Period shall be one Working Day prior to theBid/Issue Opening Date.
*** The Investment Manager may in consultation with the LeadManagers, consider closing the Bid/ Issue Period for QIBs oneWorking
Day prior to the Bid/ Issue Closing Date in accordance with theSEBI Guidelines
Allocation to Bidders in all categories, except the AnchorInvestor Portion, if any, shall be made on a
proportionate basis. In case of under-subscription in anycategory, the unsubscribed portion in either category
may be Allotted to Investors in the other category at thediscretion of the Investment Manager, in consultation
with the Lead Managers and the Designated Stock Exchange.
The Issue is being made through the Book Building Process,wherein not more than 75% of the Issue shall be
available for allocation to Institutional Investors on aproportionate basis, provided that the Investment Manager,
in consultation with the Lead Managers, may allocate up to 60%of the Institutional Investor Portion to Anchor
Investors on a discretionary basis in accordance with the InvITRegulations and the SEBI Guidelines. Further,
not less than 25% of the Issue shall be available for allocationon a proportionate basis to Non-Institutional
Investors, subject to valid Bids being received at or above theIssue Price. In case of under-subscription in any
category, the unsubscribed portion in either category may beAllotted to Bidders in the other category at the
discretion of the Investment Manager, in consultation with theLead Managers and the Designated Stock
Exchange.
The Units, on Allotment, shall be traded only in thedematerialized segment of the Stock Exchanges.
In ac

India Grid Trust - Morgan Stanley Grid Trust (Registered in the ... Contact Person: Sandeep Maheshwari/ Anant Kharad SEBI Registration No.: INM0000010650 Karvy Computershare Private - [PDF Document] (2024)

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