gujarat nre coke limited - bombay stock exchange nre - disc doc f… · the name of the company was...

Gujarat NRE Coke Limited A Public Limited Company incorporated under the Companies Act, 1956

Date of incorporation: 29th January, 1986 (GNCL was originally incorporated as a Private Limited Company on 29th January, 1986 under the name of Madhusudan Traders Pvt Ltd. The name of the Company was changed to Gujarat NRE Coke Pvt Ltd on 10th June, 1993. It became a Public Limited Company w.e.f.,5th July, 1993)

Registered Office: 22, Camac Street, Block C, 5th Floor, Kolkata – 700 016 Phone No.(033) 22891471 - 75 Fax No.(033) 22891470

Contact Person : Mr. Manoj K Shah – Company Secretary E Mail : [email protected] Website : www.gujaratnre.com

SCHEDULE – I DISCLOSURE AS PER SEBI GUIDELINES FOR THE ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS

Issue of 1500 Secured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, for cash at par, aggregating Rs. 150 Crores.

General Risk Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the offeror and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

Credit Rating CARE has assigned ‘CARE AA-’ (Double A minus) rating to these Debentures. This rating is considered to offer high safety for timely servicing of debt obligations. The rated instrument carries very low credit risk. The rating is not recommended to buy; sell or hold Securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

Listing The Secured Redeemable Non-Convertible Debentures are proposed to be listed on the WDM segment of Bombay Stock Exchange Limited (BSE). Registrar to the Offer Niche Technologies Pvt Ltd D-51, Bagree Market, 71, B.R.B.B. Road, Kolkata – 700 001 Phone – 033-2234-3576 email – [email protected]

DEBENTURE TRUSTEE Axis Bank Ltd Central Office, Maker Towers “F” 13th Floor, Cuffe parade, Colaba, Mumbai- 400 005

Issue opens on: 15th January 2009

Issue Closes on: 5th February 2009

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i. Name and address of the registered office of the issuer

Name Gujarat NRE Coke Limited Registered office 22, Camac Street, Block C, 5th Floor, Kolkata – 700 016

Phone No.(033) 22891471 - 75 Fax No.(033) 22891470 Contact Person : Mr. Manoj K Shah – Company Secretary E Mail : [email protected] Website : www.gujaratnre.com

ii. Names and address of the directors of the issuer The details of the Board of Directors of Gujarat NRE Coke Limited as on 31st December 2008 are given below:

Sr. Name & Address No. 1. Mr. Girdharilal Jagatramka Chairman 1, Clyde Row, Hastings, Kolkata – 700 022

2. Mr. Arun Kumar Jagatramka Vice-Chairman & MD 1, Clyde Row, Hastings, Kolkata – 700 022

3. Mrs. Mona Jagatramka Director 1, Clyde Row, Hastings, Kolkata – 700 022

4. Mr. Chinubhai R Shah Director 402, Heritage Crescent, B/H, Prahladnagar Garden, Nr. Jain Derasar, S. G. Highway, Ahmedabad – 380 051

5 Dr. Basudeb Sen Director 109, Rashtraguru Avenue, Gurudham, Kolkata – 700 028.

6 Dr. Mahendra Kumar Loyalka Director School Para, Ranigunj, Burdwan, West Bengal – 713 347

7 Mr. Subodh Kumar Agrawal Director 301, Victory House, 3rd Floor, 1, Ganesh Chandra Avenue, Kolkata 700 001

8 Mr. Sananguly Murari Director 411, Rainbow Drive, Sarjapur, Bangalore – 560 035

9 Mr. Rajendra Prasad Jain Executive Director

Triveni Apartment, Flat no. T2/404, Pandit Nehru Marg, Jamnagar, Gujarat – 361 008

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iii. A brief summary of the business/ activities of the issuer and its line of business Gujarat NRE Coke Limited (GNCL) is the largest non-captive manufacturer of Low Ash Metallurgical Coke (LAMC) in India. GNCL was originally incorporated on 29th January 1986, as a Private Company in the name of M/s. Madhusudan Traders Pvt. Ltd. During earlier years of operation, it was engaged in the business of trading and investment in shares and securities. The name of the Company was subsequently changed to Gujarat NRE Coke Pvt. Ltd. on 10th June, 1993 and then converted into a Public Limited Company with a fresh certificate of incorporation, dated 5th July, 1993. The primary activity of the Company thereafter changed to manufacturing of Low Ash Metallurgical Coke (LAMC). The Company which started with 3 chimneys with 48 ovens comprising a production capacity of 0.13 Million TPA at Khambalia, Jamnagar during 1994-95 at present is operating with 11 chimneys with 260 ovens with a capacity to produce 0.358 Million TPA of LAMC. GNCL, in January 2006, has gone for further expansion project at Bhachau, Kutch which is having 9 chimneys with 228 numbers of ovens with a capacity of 0.324 MMTPA. All the 9 chimneys and 228 ovens have been duly commissioned. GNCL manufactures LAMC of various specifications and sizes, customized to meet the requirements of the clients. The industrial users of LAMC include integrated steel plants, industry/ foundries producing Ferro Alloys, Pig Iron, Engineering Goods, Soda Ash and Zinc units etc. The company has long term relationship with its existing clients, viz., Nirma Ltd., Saurashtra Chemicals Ltd, Kalyani Steel Limited etc. These relationships avoid sharp price variations and create consistency in the cash flow of the company. At present, GNCL is the only Indian company to export coke from India. It has exported to countries like Brazil, South Africa, Italy, Japan. GNCL has acquired a coking coal mine ‘NRE No.1 Colliery’ (formerly known as Bellpac No.1 mine) spread over 6421 hectares of land with resourses of about 300 Million MT of coking coal in the Southern Coalfields of New South Wales, Australia through its subsidiary Gujarat NRE Minerals Limited (GNML). GNCL holds around 85% shares in GNML. This captive ownership, the first such acquisition outside India, represent backward integration and de-risking against erratic supply and pricing. The commercial production from the mine has already started from September 2005 and since commencement of mines production of over 840000 tonnes has already been exported to India. It is planned to subsequently increase the production from Nre Colliery to 4 Million MT per annum by 2012/13. GNCL acquired its 2nd mine “NRE Avondale Colliery” (through its subsidiary Gujarat NRE FCGL Pty.Ltd.) in Australia having resources of more than 200 million MT. Further, Gujarat NRE FCGL Pty Ltd. has recently acquired the 3rd mine “Elouera Colliery” having estimated total coal resource of about 60 million MT in Australia. The acquisition of Elouera mines will be strategically used to gain underground access to the Avondale coal mines. The Elouera mines include Longwall equipment. The mining plan will be developed for Avondale and Elouera as a whole. The production for the combined mine is estimated at 1,50,000 tonnes in 2008 and thereafter gradually increase to 1.5 to 3.5 MTPA of production. The assured supply of coal and consistent quality will help GNCL in derisking its Raw material supply. GNCL has implemented a mini steel plant with TMT bars making capacity of 0.311 MMTPA. The Billet plant & Rolling Mills have been commissioned on 28th December 2005. GNCL has also set up a coal washery near its Khambalia Plant with a capacity of 150 MTPH. The said plant was operational since March 2006. The coking coal that is to be imported from GNML is to be washed at this place and fed to the respective units. The company is setting-up a captive jetty at the Belekeri Port in Karnataka for facilitating coal imports. The company has been granted permission by Government of Karnataka for construction of jetty. The jetty would be about 200mts. length X 300mts. width admeasuring an area of about 60000 sq. meters. The total estimated project cost will be Rs. 30 crores to be met from company’s internal accruals. The project is likely to be completed by March’ 2011.

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A brief profile of GNCL is given in the following table: Name of the Company

Gujarat NRE Coke Limited ( GNCL)

Constitution Public Limited Company Date of Incorporation

29th January 1986, as a Private Company. On 10th June 1993 name was changed to Gujarat NRE Coke Private Ltd with a fresh Certificate of Incorporation and subsequently converted to a Public Limited Company on 5th July 1993.

Regd. Office

22, Camac Street, Block – C, 5th Floor Kolkata – 700 016 Location

Corp. Office

73- New York Tower, “A”, Thaltej, Ahmedabad – 380 054

Location Capacity

Company Start of Commercial Production

Khambalia, Jamnagar, Gujarat

0.358 MMTPA GNCL Existing Plant

Bhachau, Kutch, Gujarat 0.324 MMTPA GNCL Existing Plant Belur, Dharwad, Karnataka 0.248 MMTPA GNCL Under

Implemantaion (March 2009)

Dharwad, Karnataka 0.324 MMTPA BNCL / GNCL

Existing Plant (Leased from BNCL)

Low Ash Metallurgical Coke (LAMC) Plants

Total 1.254 MMTPA Wind Turbine Generator at Lamba & Bhogat, Gujarat

2 x 1.25 MW

GNCL

Existing Unit

Wind Turbine Generator at Kutch, Gujarat

20 x 1.25 MW GNCL Existing Unit





Waste Heat Recovery Power Plant at Bhachau, Kutch, Gujarat

15 MW

GNCL Under Implementation (March 2010)

Waste Heat Recovery Power Plant at Khambalia, Jamnagar, Gujarat

15 MW


Waste Heat Recovery Power Plant at Dharwad, Karnataka

30 MW


Power

Total 147.5 MW Steel MS Steel (TMT Bars) 0.311 MMTPA GNCL Existing Unit

Khambalia, Jamnagar, Gujarat

0.75 MMTPA GNCL Existing Unit

Bhachau, Kutch, Gujarat 0.75 MMTPA GNCL Existing Unit Coal washery

Total 1.50 MMTPA

Through Subsidiaries

NRE No. 1 Colliery, New South Wales, Australia

324 Million Tonnes

Gujarat NRE Minerals Ltd. (GNML)

Existing Mine

Coking Coal Mines NRE Wongawilli Colliery , New South Wales, Australia

258 Million Tonnes

Gujarat NRE FCGL Pty Ltd (GNFL)

Existing Mine

Total 582 Million

Tonnes

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Performance for the financial year 2007-2008 (Audited). During the financial year 2007-08, Net Sales/Income from operations has grown by 1.7 times. The Net Sales/ncome from operations were Rs. 872.15 Crore during the financial year 2007-08 as against Rs. 513.32 Crores during the previous financial year 2006 – 07. Profit/Loss before Tax for the financial year 2007-08 was Rs. 226.73 Crores as against Rs. 74.76 Crores in the previous financial year. Interest for the financial year 2007-08 was Rs.32.91 Crores as against Rs. 23.58 Crores in the previous year. Profit after tax for the financial year 2007-08 was Rs. 172.88 Crores as against Rs. 55.73 Crores in the previous year, registering a triple fold growth.

The consolidated revenues (net of excise and inter segment) from each of our business segments for the periods stated are as follows: Segments Revenue Profit Before Tax & Interest a) Coke Rs. 638.28 Crores Rs. 226.21 Crores

b) Steel Rs. 237.80 Crores Rs. 17.33 Crores

Our Subsidiaries The Company has subsidiaries as follows –

Bharat NRE Coke Ltd., (Indian Company) is primarily engaged in manufacture of coke etc. Manor Dealcom Pvt Ltd (Indian Company) is primarily engaged in the business of

investment etc. Huntervalley Coal Pvt Ltd (Indian Company) is primarily engaged in the business of

investment etc. Gujarat NRE Ltd, (Australian Company) is primarly engaged in the business of

investment etc. Gujarat NRE Minerals Ltd (Australian company) is primarily engaged in the business

of mining of coal etc. Gujarat NRE Resources NL (Australian Company) is primarily engaged in the

business of mining of coal etc. Wonga Coal Pty Ltd (Australian Company) is primarily engaged in the business of

investment etc. Gujarat NRE Coal (NSW) Pty Ltd (Australian Company) is primarily engaged in the

business of mineral trading etc. Gujarat NRE FCGL Pty Ltd (Australian Company) is primarily engaged in the

business of minning etc. Southbulli Holdings Pty Ltd (Australian Company) is primarily engaged in the

business of investment etc.

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Southvest Pty Ltd. (Australian Company) is a small proprietory company as per the provisions of Australian Corporations Act, 2001

iv. A brief history of the issuer since its incorporation giving details of its activities

including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any.

Gujarat NRE Coke Limited (GNCL) is the largest non-captive manufacturer of Low Ash Metallurgical Coke (LAMC) in India. GNCL was originally incorporated on 29th January 1986, as a Private Company in the name of M/s. Madhusudan Traders Pvt. Ltd. During earlier years of operation, it was engaged in the business of trading and investment in shares and securities. The name of the Company was subsequently changed to Gujarat NRE Coke Pvt. Ltd. on 10th June, 1993 and then converted into a Public Limited Company with a fresh certificate of incorporation, dated 5th July, 1993. The primary activity of the Company thereafter changed to manufacturing of Low Ash Metallurgical Coke (LAMC). The Company which started with 3 chimneys with 48 ovens comprising a production capacity of 0.13 Million TPA at Khambalia, Jamnagar during 1994-95 at present is operating with 11 chimneys with 260 ovens with a capacity to produce 0.358 Million TPA of LAMC. Gujarat NRE Coke Ltd made a public issue of Equity Shares in 1994 and has issued bonus shares on five occasions since inception till 31st March, 2008. Three Companies i.e. M/s. Gujarat NRE Power Ltd., M/s. Aparna Projects P Ltd and M/s. FCGL Industries Ltd has amalgamated with the Company since incorporation. Its Equity Shares are listed on The Stock Exchange, Mumbai and National Stock Exchange of India Limited The build up of capital structure of Company is given below – CAPITAL STRUCTURE OF THE COMPANY (AS ON MARCH 31,2008) Particulars Amount (Rs.) Authorised share capital 150,00,00,000 Equity shares of Rs.10/- each

1500,00,00,000

Issued & Subscribed 33,70,17,176 Equity shares of Rs.10/- each

337,01,71,760

Paid-up 33,70,17,176 Equity shares of Rs.10/- each

337,01,71,760

Share Premium Account 396,17,57,697 Notes to the Capital Structure 1a. Build up of Equity Share Capital as on 31st March 2008 is as follows;

Date Particulars Authorised Share Capital

(Rs.)

Cumulative Paid-up Share Capital (Rs.)

29.01.1986 Shares allotted to Subscribers to Memorandum of Association on incorporation

50,000 2,000

03.12.1986 Allotment of 250 Shares 50,000 4,500 30.03.1987 Allotment of 150 Shares 50,000 6,000 11.07.1988 Allotment of 4,000 Shares 50,000 46,000 01.03.1990 Increase in Authorised Share Capital 3,00,000 46,000 26.03.1990 Allotment of 11,000 Shares 3,00,000 1,56,000 20.08.1990 Allotment of 800 Shares 3,00,000 1,64,000 06.12.1990 Increase in Authorised Share Capital 15,00,000 1,64,000

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02.03.1991 Allotment of 1,12,000 Shares 15,00,000 12,84,000 12.02.1992 Increase in Authorised Share Capital 34,00,000 12,84,000 29.02.1992 Allotment of 1,31,800 Shares 34,00,000 26,02,000 30.03.1992 Allotment of 43,750 Shares 34,00,000 30,39,500 28.09.1992 Allotment of 26,250 Shares 34,00,000 33,02,000 18.02.1993 Increase in Authorised Share Capital 57,00,000 33,02,000 30.03.1992 Allotment of 75,500 Shares 57,00,000 40,57,000 03.08.1992 Increase in Authorised Share Capital 6,00,00,000 40,57,000 09.08.1993 Allotment of 4,74,200 Shares 6,00,00,000 87,99,000 27.09.1993 Allotment of 2,30,400 Shares 6,00,00,000 1,11,03,000 29.06.1994 Allotment of 36,86,400 Shares (Public Issue) 6,00,00,000 4,79,67,000 23.06.1995 Increase in Authorised Share Capital 12,00,00,000 4,79,67,000 23.12.1996 Allotment of 52,76,370 Shares (Bonus issue) 12,00,00,000 10,07,30,700 18.02.2000 Increase in Authorised Share Capital 16,50,00,000 10,07,30,700 21.03.2000 Allotment of 30,00,000 Shares (Preferential) 16,50,00,000 13,07,30,700 12.09.2002 Increase in Authorised Share Capital 18,50,00,000 13,07,30,700 12.09.2002 Allotment of 45,00,000 Shares (Preferential) 18,50,00,000 17,57,30,700 09.04.2003 Increase in Authorised Share Capital 30,00,00,000 17,57,30,700 16.06.2003 Allotment of 87,86,535 Shares (Bonus issue) 30,00,00,000 26,35,96,050 05.11.2003 Increase in Authorised Share Capital 38,00,00,000 26,35,96,050 25.01.2004 Allotment of 10,80,000 Shares (Merger of Gujarat NRE Power

Ltd) 38,00,00,000 27,43,96,050

29.03.2004 Increase in Authorised Share Capital 65,00,00,000 27,43,96,050 30.04.2004 Allotment of 1,37,19,803 Shares (Bonus issue) 65,00,00,000 41,15,94,080 07.08.2004 Allotment of 60,00,000 shares (Merger of Aparna Projects P

Ltd) 65,00,00,000 47,15,94,080

08.01.2005 Increase in Authorised Share Capital 125,00,00,000 47,15,94,080 12.02.2005 Allotment of 4,71,59,408 shares (Bonus issue) 125,00,00,000 94,31,88,160 29.10.2005 Allotment of 49,50,000 shares (Preferential) 125,00,00,000 99,26,88,160 24.01.2006 Increase in Authorised Share Capital 250,00,00,000 99,26,88,160 03.06.2006 Allotment of 2,06,84,205 shares (Merger of FCGL Ind.) 250,00,00,000 119,95,30,210 03.07.2006 Increase in Authorised Share Capital 1500,00,00,000 119,95,30,210 18.09.2006 Allotment of 20,00,000 shares (Preferential) 1500,00,00,000 121,95,30,210 18.10.2006 Allotment of 12,19,53,021 shares (bonus issue) 1500,00,00,000 243,90,60,420 22.05.2007 Allotment of 1,40,00,000 shares (Preferential) 1500,00,00,000 257,90,60,420 02.06.2007 Allotment of 5,00,197 shares (Conversion of FCCB) 1500,00,00,000 258,40,62,390 11.06.2007 Allotment of 27,28,351 shares (Conversion of FCCB) 1500,00,00,000 261,13,45,900 18.07.2007 Allotment of 39,33,372 shares (Conversion of FCCB) 1500,00,00,000 265,06,79,620 06.08.2007 Allotment of 27,73,823 shares (Conversion of FCCB) 1500,00,00,000 267,84,17,850 25.08.2007 Allotment of 87,76,195 shares (Conversion of FCCB) 1500,00,00,000 276,61,79,800 10.09.2007 Allotment of 30,01,186 shares (Conversion of FCCB) 1500,00,00,000 279,61,91,660 21.09.2007 Allotment of 84,87,094 shares (Conversion of FCCB) 1500,00,00,000 288,10,62,600 14.10.2007 Allotment of 2,45,16,039 shares (Conversion –FCCB) 1500,00,00,000 312,62,22,990 01.11.2007 Allotment of 43,81,580 shares (Conversion of FCCB) 1500,00,00,000 317,00,38,790 26.11.2007 Allotment of 19,09,845 shares (Conversion of FCCB) 1500,00,00,000 318,91,37,240 12.12.2007 Allotment of 51,25,354 shares (Conversion of FCCB) 1500,00,00,000 324,03,90,780 03.01.2008 Allotment of 71,456 shares (Conversion of FCCB) 1500,00,00,000 324,11,05,340 18.01.2008 Allotment of 73,72,990 shares (Conversion of FCCB) 1500,00,00,000 331,48,35,240 17.03.2008 Allotment of 23,19,092 shares (Conversion of FCCB) 1500,00,00,000 333,80,26,160 27.03.2008 Allotment of 7,14,560 shares (Conversion of FCCB) 1500,00,00,000 334,51,71,760 27.03.2008 Allotment of 25,00,000 shares (Preferential) 1500,00,00,000 337,01,71,760

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1b. Details of Equity Shares Bought Back as on December 31, 2008. Nil v. Details of debt securities issued and sought to be listed including face value, nature of

debt securities mode of issue i.e public issue or private placement. The issuer have issued the debentures aggregating to Rs 150 crores. Investor LIC of India

Issue Size Rs. 100 crores

Instrument Secured Redeemable Non-Convertible Debentures.

Credit Rating AA- by CARE Ratings

Face Value/Issue Price Rs.10, 00,000/- per Bond

Minimum Application Size Rs. 5 crore and in multiples of Rs. 1 crore thereof.

Tenor 6 years

Redemption In 4 equal annual installments started from the end 3rd year from deemed date of allotment till the 6th year from deemed date of allotment.

Coupon Rate 11.90% payable quartely

Interest Payment Quarterly

Interest on Application Money

Interest on application money will be paid to Investors at the Coupon Rate (subject to deduction of tax at source, as applicable) from the date of realisation of cheque(s)/ demand draft(s)/ realisation of funds through RTGS transfer upto the date immediately preceding the Deemed Date of Allotment. The actual payment, if any, would be on the first interest payment date.

Put & Call option None.

Listing On the “WDM” segment of BombayStock Exchange

Investor Axis Bank Ltd



Instrument form Only in Demat mode

Credit Rating AA-by CARE Ratings


Issue Price At par


8

Tenor 6 years


Coupon Rate 12.50% payable semi-annual

Interest Payment Semi-Annually



End Use The funds will be utilized for Capital expenditure programme of the company.

Put & Call option None

Interest Calculation The interest on the outstanding principal for each annual period would be calculated on an actual /365 day count basis.

Listing On the “WDM” segment of Bombay Stock Exchange

Depository NSDL / CDSL

Trustee Axis Bank Ltd.

Issue Opening 28th February 2009

Issue Closing 6th March 2009

Deemed date of allotment 9th March 2009

vi. Issue size

The issuer proposes to issue the debentures aggregating to Rs 150 crores.

vii. Details of utilization of the issue proceeds The proceeds of the issue will be utilized to meet the funding requirements for Capex and general corporate purpose of the Company.

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viii. A statement containing particulars of the dates of, and parties to all material

contracts, agreements involving financial obligations of the issuer Summary of Key Agreements We have detailed below the key provisions of certain agreements:- Loan Agreements

1. Working Capital Loan Agreements between the company and bankers viz. State Bank of India, Bank of Baroda, HSBC, Punjab Naional Bank, ING Vysya Bank ,Axis Bank Ltd and standard Chartered Bank

2. Term Loan Agreements between the Company and bankers Viz. State Bank of India,

State Bank of Patiala, State Bank of Mysore, State bank of Bikaner & Jaipur, State Bank of Hyderabad, Yes Bank Ltd., Indusind Bank, Tamilnadu Mercantile Bank Ltd, Development Credit Bank, HSBC and IDBI

Other Agreements

1. Operation and Management Agreement (O & M Agreement) between the Company and BNCL for operation and management of the Plant of BNCL at Dharwad, Karnataka.

ix. Details of other borrowings including any other issue of debt securities in past Details of Loan Taken and Assets of the Company charged as securities as at March 31, 2008 (Rs. In Crores)

Term Loan outstanding As on 31.03.2008 State Bank of India 64.44 State Bank of Hyderabad 34.38 State Bank of Patiala 65.00 State Bank of Mysore 25.00 Yes Bank Ltd 10.31 HSBC Ltd - ECB 59.18 Axis Bank Ltd. - NCD 100.00 State Bank of Bikaner & Jaipur 15.00 State bank of Travancore 15.00 IDBI 50.00 Tamilnadu Mercantile Bank 10.00 Development Credit Bank 25.00 Indusind Bank 10.00

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a) Term Loan & FCNRB Loan from State Bank of India, Non-Convertible Debentures subscribed by AXIS Bank, Term Loans from State Bank of Hyderabad, YES Bank Ltd., State Bank of Mysore and State Bank of Patiala and External Commercial Borrowing from HSBC Ltd. are secured by followings:

• Pari-passu equitable mortgage of Company's entire immovable properties at all places. • Hypothecation of entire fixed assets of the Company, both present and future, by way

of pari-passu first charge. • Hypothecation of entire Current Assets of the company by way of pari-passu second

charge.

• Personal guarantee of the Vice-Chairman & Managing Director of the company.

b) Loans from State Bank of Bikaner & Jaipur, State Bank of Travancore, Industrial Development Bank of India Ltd. and Tamilnad Mercantile Bank Ltd. are secured by way of pledge of shares held by promoters and companies in which Vice-Chairman & Managing Director have significant influence in addition to Personal Guarantee of the Vice-Chairman & Managing Director of the company and Corporate Guarantee by pledgors.

c) Loans from IndusInd Bank Ltd. & Development Credit Bank Ltd. are secured by Personal

Guarantee of the Vice -Chairman & Managing Director of the company

d) Working Capital facilities from consortium banks are secured by followings:

• Hypothecation of entire Current Assets of the company by way of pari-passu first charge.

• Hypothecation of entire fixed assets of the Company, both present and future,

by way of pari-passu second charge.

• Extension of equitable mortgage over residential property and personal guarantee of the Vice-Chairman & Managing Director of the company.

• Extension of pledge of equity shares held by and Corporate Guarantee of one

of the companies, in which Vice- Chairman & Managing Director have significant influence.

x. Any material event/ development or change at the time of issue or subsequent to the

issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities

In the opinion of the Directors of the Company, there have been no material developments after the date of the last financial statements as disclosed in this schedule, which would materially and adversely affect or are likely to affect the trading or profitability of the Company or the value of its assets, or its ability to pay its liabilities within the next twelve months, other than what has been already set out elsewhere in this Schedule.

xi. Particulars of the debt securities issued (i) for consideration other than cash, whether

in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option Nil.

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xii. A list of highest ten holders of each class or kind of securities of the issuer as on the

date of application along with particulars as to number of shares or debt securities held by them and the address of each such holder

TOP TEN LARGEST SHAREHOLDERS OF THE COMPANY AS ON 31st DECEMBER 2008

Sr. No. Name of the shareholders Number of shares

Shares as a percentage of total number of shares

1 Marley Foods P.Ltd. 22, Camac Street, Block – ‘C’, Kolkata – 700 016 43549341

9.23

2 Vartika Traders P. Ltd. 22, Camac Street, Block – ‘C’, Kolkata – 700 016 30532307

6.47

3

HSBC Global Investment Funds A/C HSBC Global Investment Funds Mauritius LimitedHSBC Securities Services, 2nd Floor "SHIV", Plot No.139-140 B Western Exp. Highway Sahar Rd Junct Vile Parle - E, Mumbai - 400 057 28508461 6.04

4 Girdharilal Arun Kumar Family Trust 1, Clyde Row, Hastings, Kolkata – 700 022 27791251

5.89

5 Mangaldeep Tradelink Pvt Ltd 22, Camac Street, Block – ‘C’, Kolkata – 700 016 26068537

5.52

6 Prince Dealcom Pvt Ltd 22, Camac Street, Block – ‘C’, Kolkata – 700 016 20734890

4.39

7 Brinda Dealing Pvt. Ltd. 22, Camac Street, Block – ‘C’, Kolkata – 700 016 18996347

4.03

8 Arun Kumar Jagatramka 1, Clyde Row, Hastings, Kolkata – 700 022

12811512 2.71

9 Bellambi Coke Pvt Ltd 22, Camac Street, Block – ‘C’, Kolkata – 700 016 12740000

2.70

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Morgan Stanley Mauritus Co. Ltd. HSBC Securities Services, 2nd Floor "SHIV", Plot No.139-140 B Western Exp. Highway Sahar Rd Junct Vile Parle - E, Mumbai - 400 057 11636778 2.47

TOTAL 233369424 49.45 Details Regarding Bond / Debenture holders Sr No.

Name of Bond/Debentureholders No. of debentures held as on 31.12.08

%

1. M/s. Axis Bank Ltd Central Office, Maker Towers “F” 13th Floor, Cuffe parade, Colaba, Mumbai- 400 005

1000 debentures of Rs.10,00,000 each

100

(Total debentures issued for Rs.100 crores)

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xiii. An undertaking that the issuer shall use a common form of transfer The transfer of Bonds in dematerialized form would be in accordance with the rules/procedures as prescribed by NSDL / CDSL / Depository Participant.

xiv. Redemption amount, period of maturity, yield on redemption Redemption Amount Rs 200crore.

Period of Maturity 6 years

Yield on Redemption 11.90%

xv. Information relating to the terms of offer or purchase

The issuer proposes to issue the debentures aggregating to Rs 150 crore Issue Size Rs. 100 crores by LIC of India


Credit Rating AA- by CARE Ratings



Tenor 6 years






Put & Call option None.


Issue Size Rs. 50 crores (Axis Bank Ltd)





Issue Price At par

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Tenor 6 years






End Use The funds will be utilized for Capital expenditure programme of the company.









Deemed Date of Allotment All benefits related to the Debentures will be available to the allottees from the Deemed Date of Allotment. The actual allotment of the Debentures may take place on a date other than the Deemed Date of Allotment. The Company will pay interest on the application money from the date of realisation of Cheque(s)/Demand draft(s), realisation of funds through RTGS transfer up to, but not including the Deemed Date of Allotment, in respect of the application money. The actual payment, if any, would be on the first interest payment date. Underwriting: The Company reserves the right to appoint one or more underwriters as underwriters to any given series as it may deem fit or as it may be advised by the relevant Arrangers and the same shall be disclosed in the relevant Pricing Supplement. Security The Facility and all amounts in respect thereof shall be secured by – Primary: I) First pari passu charge on the movable and immovable assets of the company (inculuding land & building) both present and future, with a minimum asset cover of 1.25 times.

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The issuer will maintan the minimum asset cover of 1.25 times at all times during the currency of the debentures. The details of the fixed assets are: 1. All Lands of the Company together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, situated at Dharampur Grampanchayat, Taluka- Khambalia, in the district of Jamnagar, Sub-district of Khambalia, Gujarat. 2. All Lands of the Company together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, situated at Bayath Wind park, Kutch, Gujarat. 3. All Lands of the Company together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, situated at Lunva Village, Bhachau Taluka, Kutch District, Gujarat. 4. All Lands of the Company together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, situated at Village Mummigatti Hubli, Garg Taluk, Dharwad District, Karnataka. II) Second Charge on the current assets of the company. III) Demand Promissory note of the issue amount. Collateral: Personal guarantee of Mr. Arun K Jagatramka. The security will be created in favour of the Trustees for the Debentureholders (the ‘Debenture Trustee’ or the ‘Trustee’), in such form and manner and in one or more tranches and through one or more security documents as may be decided by the Company in consultation with the Trustee. The security, as aforesaid, will be created by the Company in favour of the Trustee, within such period as permitted by law on such of the assets for which the Company obtains, after all due diligence and efforts, the requisite consents and permissions necessary for the purpose. The Company will create the final security for the Debentures within 90 days from the deemed date of allotment. In the event of the company not creating the final security within 90 days from the deemed date of allotment, it shall pay interest at the rate of 2% p.a. over and above the coupon applicable on these debentures. Such additional interest shall be payable from the expiry of 90days from the deemed date of allotment till creation of such security. Record Date The ‘Record Date’ for the Bonds shall be 10 working days prior to each interest payment and / or principal repayment date. Interest

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The Interest Rate on the principal amount of Debentures outstanding shall be payable in arrears, (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Bank) from the Deemed Date of Allotment. Interest will be paid every year at an interval of three months from deemed date of allotment, being the due date of payment of interest under Debentures Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. Tax exemption certificate/document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate/document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form. Computation of interest Interest will be computed on ‘actual/ 365’, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. In case of leap year, the interest will be computed on ‘actual/ 366’, on the face value of principal outstanding on the Bonds at the respective coupon rate rounded off to the nearest Rupee. Effect of Holidays Should any of dates defined above or elsewhere in the Umbrella Offering, excepting the Date of Allotment, fall on a Sunday or a Public Holiday in Kolkata, the interest for the period would be paid on the immediate succeeding working day in Kolkata with interest upto the day preceding the actual date of payment. The interest for the next succeeding interest period will correspondingly be adjusted. Redemption of Debentures The payment on redemption will be made in the name of the sole holder or first holder (in case of joint holders) whose name appears in the list of beneficial owners given by the depository on the Record Date. The Company’s liability to Debenture holders towards all their rights, including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further, the Company will not be liable to pay any interest, income or compensation of any kind from the date of such redemption of the Debentures. On dispatching the amounts as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. Right of the Company to Purchase, Re-sell and Re-issue Debentures Purchase and Resale of Debentures: The Company may, at any time and from time to time, purchase Debentures under this issue at discount, at par or premium in the open market or otherwise. Such Debentures may, at the option of the Company, be cancelled, held or resold. Reissue of Debentures: Where the Company has redeemed any such Debentures, subject to the provisions of Section 121 of the Companies Act, 1956 and other applicable legal provisions, the Company shall have and shall be deemed always to have had the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Company shall have and shall be deemed always to have had the power to reissue such Debentures either

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by reissuing the same Debentures or by issuing other Debentures in their place in either case, at such a price and on such terms and conditions (including any variations, dropping of or additions to any terms and conditions originally stipulated) as the Company may deem fit. Future Borrowings The Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also issue Debentures/Bonds/other securities in any manner having such ranking in priority, pari passu or otherwise and change the capital structure including the issue of shares of any class, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debentureholders or the Trustees in this connection. Letter/s of allotment/refund order(s) and interest in case of delay in despatch The issuer shall credit the allotted securities to the respective beneficiary account/dispatch the letter of allotment/letter(s) of regret/refund order(s) as the case may by registered post/courier at the applicant’s sole risk within 30 days from the date of closure of the Issue. The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue Right to Accept or Reject Applications The Company is entitled at its sole and absolute discretion, to accept or reject any application or commitment, in part or in full, without assigning any reason. The Application Forms, which are not complete in all respects, are liable to be rejected. The rejected applicant(s) will be intimated along with the refund warrant(s) within 15 days of closure of the subscription list. Who can apply Only those investors, who have been addressed through a communication directly, are eligible to apply. No other investor can apply. The categories of the investors, to whom the communication has been directed, are: ∗ Companies and bodies corporate ∗ Commercial banks ∗ Regional Rural banks ∗ Financial Institutions ∗ Investment Institutions ∗ Mutual funds ∗ Insurance companies Submission of Documents Investors should submit the following documents, wherever applicable: a. Memorandum and Articles of Association/ Documents governing Constitution b. Government Notification/Certificate of incorporation c. SEBI Registration Certificate, if applicable d. Resolution authorizing investment along with operating instructions e. Power of Attorney (original & certified true copy) f. Form 15AA granting exemption from TDS on interest g. Form 15H for claiming exemption from TDS on interest on application money, if any. h. Order u/s197 of Income Tax Act, 1961

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i. Order u/s10 of Income Tax Act, 1961 j. Specimen signatures of authorised persons. Governing Law The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Kolkata alone shall have jurisdiction in connection with any matter arising out of or under these precincts. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed / Trustee Agreement. How to Apply Applications for the Debentures must be made in the prescribed form, and must be completed in block letters in English. Application Forms must be accompanied by either a demand draft or cheque, drawn or made payable in favour of "Gujarat NRE Coke Limited" and crossed Account Payee only. Application will be accepted for a minimum of 5 Debentures and in multiples of 1 Debentures thereafter. Cheques/demand drafts may be drawn on any bank including a co-operative bank, which is situated at and is a member or sub-member of the Banker’s Clearing House located at Kolkata. Outstation / post dated cheque(s), money order (s), postal order (s), Cash and Stock Invests will not be accepted. The Company assumes no responsibility for any application(s)/ cheque(s)/Demand draft(s) lost in mail. Notices The notices to the Debentureholder(s) required to be given by the Company or the Trustees shall be deemed to have been given if sent by registered post or through courier to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debentureholder(s) shall be sent by registered post or through courier or by hand delivery to Registrars or to such persons at such address as may be notified by the Company from time to time. All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s) etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices/correspondence by the Debentureholder(s) to the Company with regard to the issue should be sent by Registered Post or through courier or by hand delivery to the Registrar, or to such persons at such persons at such address as may be notified by the Company from time to time. Applications under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorised signatories and the tax exemption certificate/document, if any, must be lodged at the time of submission of the completed application form. Further modifications/additions in the power of attorney or authority should be notified to the Company at its registered office.

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Disclosure Clause In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their absolute discretion may think fit. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debenture Trust Deed/Trustee Agreement. Registrars The Company has appointed Niche Technologies Pvt Ltd as R&T agent. Requests for registration of transfer, along with Debenture Certificates/Letters of Allotment and appropriate transfer documents should be sent to the Registrars. The transferee shall also furnish name, address and specimen signatures and wherever necessary, authority for purchase of Debentures. The Registrars after examining the adequacy and correctness of the documentation shall register the transfer in its books. However, as the NCDs are compulsory issued in demat mode, this may not be applicable. Trustees The Company has appointed AXIS Bank Limited as Debenture Trustees registered with SEBI, for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. The Debentureholders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorised the Trustees or any of their Agents or authorised officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Memorandum of Private Placement. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debentureholders. Any payment made by the Company to the Trustees on behalf of the Debentureholder(s) shall discharge the Company pro tanto to the Debentureholder(s). Debentureholder not a Shareholder The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders. Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debentureholders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

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Debenture Redemption Reserve The Company will create Debenture Redemption Reserve (DRR) as may be required in case of privately placed debentures. xvi. The discount at which such offer is made and the effective price for the investor as a

result of such discount

The bonds are being issued at face value and not at discount to offer price. xvii. The debt equity ratio prior to and after issue of the debt security:

Based on 31st March’ 2008 audited Annual Accounts of the Company: (a) Debt Equity Ratio prior to issue of the Debt security 0.68:1 (b) Debt Equity Ratio after issue of the Debt security 0.81:1

(Note: Debt equity Ratio after considering the full amount of rating for Debentures i.e. Rs.150 crs. ) xviii. Servicing behavior on existing debt securities, payment of due interest on due dates

on term loans and debt securities Company is prompt & regular in servicing of the existing debts. Company has been paying interest & principal on due dates on term loans and debt securities. No default has been committed by the Company in this regard & there are no overdues or defaults on Company’s debt obligations

xix. That the permission/ consent from the prior creditor for a second or pari passu

charge being created in favour of the trustees to the proposed issue has been obtained The immoveable property proposed to be offered as security to the debenture holders is free from any prior charge/encumburrances.Therefore permission/consent from prior creditor is not required.

xx. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities. Axis Bank Ltd , Maker Towers “F”, has been appointed to act as the Trustees for the Debenture holders (hereinafter referred to as “Trustees”). All remedies of the Debenture holder(s) for the amounts due on the Debentures will be vested with the Trustees on behalf of the Debenture holder(s). Trustee’s have accorded their consent vide their letter dated 10th January 2009.

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The Debenture holders shall without any further act or deed be deemed to have irrevocably given their consent to and authorize the Trustees or any of their Agents or authorized officials to do inter alia acts, deeds and things necessary in respect of or relating to the creation of security in terms of this Memorandum of Private Placement.

xxi. The rating rationale(s) adopted by the rating agencies shall be disclosed

CARE has assigned ‘CARE AA-’ (Double A minus) rating to these Debentures. This rating is considered to offer high safety for timely servicing of debt obligations. The rated instrument carries very low credit risk.

The rating rationale issued by CARE is annexed as part of Annexures.

The above ratings are not recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

xxii. Names of all the recognized stock exchanges where securities are proposed to be

listed clearly indicating the designated stock exchange and also whether in principle approval from the recognized stock exchange has been obtained

The debentures are proposed to be listed on WDM segment of BSE. The exchanges would issue in principle listing approval on submission of disclosures complying with Schedule I of SEBI guidelines.

xxiii. A summary term sheet (A)

Issuer Gujarat NRE CokeLimited






Issue Price At par


Tenor 6 years



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Issue Schedule To be decided

Deemed date of allotment Within 4 days from the date of closing of the Issue

(B)

Issuer Gujarat NRE CokeLimited






Issue Price At par


Tenor 6 years






End Use The funds will be utilized for Capital expenditure programme of the company

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the company.









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