notice of meeting of the equity shareholders of … · ishwar nagar, mathura road, new delhi –...

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra 411001 INDIA CIN: U33120PN2014PLC172393| www.spgvl.in

Sterlite Power Grid Ventures Limited, F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110 065, India +91 11 4996 2200

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF STERLITE POWER GRID VENTURES LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL

COMPANY LAW TRIBUNAL, MUMBAI BENCH

MEETING:

Day Monday

Date October 15, 2018

Time 10:00 a.m.

Venue 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra - 411001

Sr.No. Contents Page No.

1. Notice convening Meeting of the Equity Shareholders of Sterlite Power Grid Ventures Limited (“Company” or “Transferor Company” or “the First Applicant Company”) as per the directions of National Company Law Tribunal, Mumbai Bench.

2. Explanatory Statement under Section 230 read with Section 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013.

3. Annexure A

Scheme of Amalgamation of Sterlite Power Grid Ventures Limited (“Transferor Company”) with Sterlite Power Transmission Limited (“Transferee Company”) and their respective shareholders (“Scheme”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

4. Annexure B – I to B – II

Unaudited financial statements of the Transferor Company and the Transferee Company for the period ended June 30, 2018.

5. Annexure C – I to C – II

Report adopted by the directors of the Transferor Company and the Transferee Company explaining effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders.

6. Proxy Form

7. Attendance Slip

8. Map of Venue of Meeting

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2 - 5

6 - 20

21 - 86

87 - 117

118 - 121

122 - 123124

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY APPLICATION NO. 707 OF 2018

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the matter of the Scheme of Amalgamation of Sterlite Power Grid Ventures Limited with Sterlite Power Transmission Limited and their respective shareholders.

Sterlite Power Grid Ventures Limited, a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001. First Applicant / Transferor Company

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY PURSUANT TO THE ORDER DATED SEPTEMBER 12, 2018 OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

To, The equity shareholders of Sterlite Power Grid Ventures Limited (“Company”)

Notice is hereby given that by an Order dated September 12, 2018, the National Company Law Tribunal, Mumbai Bench ("NCLT") has directed a meeting to be held of the equity shareholders of the Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Sterlite Power Grid Ventures Limited with Sterlite Power Transmission Limited and their respective shareholders ("Scheme").

In pursuance of the said Order and as directed therein, a meeting of the equity shareholders of the Company will be held at the registered office at 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001 on Monday, October 15, 2018 at 10:00 a.m. and the said equity shareholders of the Company are requested to attend to consider and, if thought fit, approve with or without modification(s), the following resolution under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 with requisite majority:

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any person(s) which the Board

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may nominate to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Amalgamation of Sterlite Power Grid Ventures Limited with Sterlite Power Transmission Limited and their respective shareholders (hereinafter referred to as the “Scheme”) placed before this meeting and initialled by the Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper"

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, signed by you or your authorised representatives, is deposited with the registered office of the Company not later than 48 (forty eight) hours before the commencement of the meeting. The form of proxy can be obtained free of charge from the registered office of the Company.

Copies of the Scheme and of the Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained at the registered office of the Company, 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001.

The NCLT has appointed Mr. Pravin Agarwal, Chairman and in his absence Ms. Kriti Narula, Company Secretary to be the Chairperson of the Meeting. The above Scheme, if approved by the equity shareholders, will be subject to the subsequent approval of the NCLT.

A copy of the Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the Index are enclosed.

Sd/- Kriti Narula Company Secretary (Chairperson appointed for the meeting by NCLT)

Place: Delhi Date: September 14, 2018 Registered Office: 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001

Notes:

1. The Board of directors of the Company at its meeting held on May 30, 2018 had approvedthe Scheme, subject to the sanction of the NCLT and of such other authorities as may benecessary.

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2. ONLY REGISTERED EQUITY SHAREHOLDERS OF THE COMPANY MAY ATTENDAND VOTE EITHER IN PERSON OR BY PROXY (A PROXY NEED NOT BE AN EQUITYSHAREHOLDER OF THE COMPANY) OR IN THE CASE OF A BODY CORPORATE,BY A REPRESENTATIVE AUTHORISED UNDER SECTION 113 OF THE COMPANIESACT, 2013 AT THE MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY.THE AUTHORISED REPRESENTATIVE OF A BODY CORPORATE WHICH IS AREGISTERED EQUITY SHAREHOLDER OF THE COMPANY MAY ATTEND AND VOTEAT THE MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY PROVIDEDA COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS OR OTHERGOVERNING BODY OF THE BODY CORPORATE AUTHORISING SUCHREPRESENTATIVE TO ATTEND AND VOTE AT THE MEETING OF THE EQUITYSHAREHOLDERS OF THE COMPANY, DULY CERTIFIED TO BE A TRUE COPY BY ADIRECTOR, THE MANAGER, THE SECRETARY OR OTHER AUTHORISED OFFICEROF SUCH BODY CORPORATE, IS DEPOSITED AT THE REGISTERED OFFICE OFTHE COMPANY NOT LATER THAN 48 (FORTY EIGHT) HOURS BEFORE THESCHEDULED TIME OF THE COMMENCEMENT OF THE MEETING OF THE EQUITYSHAREHOLDERS OF THE COMPANY.

As per Section 105 of the Companies Act, 2013 and the rules made thereunder, a person can act as proxy on behalf of not more than 50 (fifty) equity shareholders holding in aggregate, not more than 10% (ten percent) of the total share capital of the Company carrying voting rights. Equity shareholders holding more than 10% (ten percent) of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other equity shareholder.

3. The form of proxy can be obtained free of charge from the registered office of the Company.

4. All alterations made in the form of proxy should be initialled.

5. During the period beginning 24 (twenty-four) hours before the time fixed for thecommencement of the meeting and ending with the conclusion of the meeting, an equityshareholder would be entitled to inspect the proxies lodged at any time during the businesshours of the Company, provided that not less than 3 (three) days of notice in writing isgiven to the Company.

6. The quorum of the meeting of the equity shareholders of the First Applicant Company shallbe five equity shareholders of the Company, present in person.

7. A registered equity shareholder or his proxy, attending the meeting, is requested to bringthe Attendance Slip duly filled-in and signed.

8. The registered equity shareholders who hold shares in dematerialized form and who areattending the meeting are requested to bring their DP ID and Client ID for easyidentification.

9. The registered equity shareholders are informed that in case of joint holders attending themeeting, only such joint holder whose name stands first in the Register of Members of theFirst Applicant Company/ list of beneficial owners as received from National SecuritiesDepository Limited ("NSDL") in respect of such joint holding, will be entitled to vote.

10. The documents referred to in the accompanying Explanatory Statement shall be open forinspection by the equity shareholders at the registered office of the Company between 9:00a.m. to 2:00 p.m. on all working days other than Saturdays up to the date of the meeting.

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11. The Notice convening the meeting will be published through advertisement in the followingnewspapers, namely, (i) Business Standard, English newspaper; (ii) Punya Nagari, Marathinewspaper and (iii) Loksatta, Marathi newspaper.

12. Mr. Kuldeep Ruchandani, Company Secretary, KPRC & Associates has been appointedas the Scrutinizer.

13. In accordance with the provisions of Sections 230 - 232 of the Companies Act, 2013, theScheme shall be acted upon only if a majority in number representing three fourth in valueof the equity shareholders of the First Applicant Company, voting in person or by proxyagree to the Scheme.

14. The scrutinizer will submit his report to the Chairman of the meeting after completion of thescrutiny of the votes cast by the equity shareholders. The results, together with thescrutinizer's reports, will be displayed at the registered office of the Company.

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY APPLICATION NO. 707 OF 2018


And

In the matter of the Scheme of Amalgamation of Sterlite Power Grid Ventures Limited with Sterlite Power Transmission Limited and their respective shareholders.

Sterlite Power Grid Ventures Limited, a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at 4th Floor, Godrej Millennium 9, Koregaon Road, Pune 411001. First Applicant / Transferor Company

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTION 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the order dated September 12, 2018, passed by the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"), in Company Application No. 707 of 2018 ("Order"), a meeting of the equity shareholders of Sterlite Power Grid Ventures Limited ("Transferor Company") is being convened at the registered office of the Company at 4th Floor, Godrej Millennium 9, Koregaon Road, Pune, Maharashtra - 411001, on Monday, October 15, 2018 10:00 a.m. for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation amongst Sterlite Power Grid Ventures Limited, Sterlite Power Transmission Limited and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme").

2. In terms of the said Order, the quorum for the said meeting for equity shareholders shall be five equity shareholders present in person. Further in terms of the said Order, NCLT, has appointed Mr. Pravin Agarwal, Chairman and in his absence Ms. Kriti Narula, Company Secretary of the Transferor Company as the Chairperson of the meeting of the equity shareholders of the Transferor Company including for any adjournment or adjournments thereof.

3. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 ("Act") read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Rules").

4. As stated earlier, NCLT by the said Order has, inter alia, directed that a meeting of the equity shareholders of the Transferor Company shall be convened and held at the registered office of the Company at 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra -411001, on Monday, October 15, 2018 at 10:00 a.m. for the purpose of considering, and if thought fit, approving, with or without modification(s), the amalgamation embodied in the Scheme. Equity shareholders would be entitled to vote in the said meeting either in person or through proxy.

5. In accordance with the provisions of Sections 230 - 232 of the Act, the Scheme shall be acted

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upon only if a majority in number representing three fourths in value of the equity shareholders, of the Transferor Company, as the case may be, voting in person or by proxy agree to the Scheme.

6. Background:

Details of the Transferor Company:

(a) The Transferor Company is a public company. It was incorporated under the nameSterlite Power Grid Ventures Limited on June 03, 2014 under the provisions ofCompanies Act, 2013.

(b) Corporate Identity Number (CIN): U33120PN2014PLC172393

(c) Permanent Account Number (PAN): AAUCS6619L

(d) Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune,Maharashtra - 411001

(e) E-mail address: [email protected]

(f) The shares of the Transferor Company are not listed on any stock exchange.However, the non-convertible debentures of the Company are listed on BombayStock Exchange.

(g) The relevant main objects of the Transferor Company as set out in itsMemorandum of Association are as follows:

(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITSINCORPORATION ARE:

1. To carry on the business of manufacture, design, planning, building,development, engineering, erecting, marketing, import and export, purchase,sale, transfer, lease, assemble, install, commission, maintain, repair, operation,trading, transmission, investment, investigation, research, consultancymanagement of power transmission towers, antennae, transmitters, insulators,conductors and all kinds of equipment required in generation, transmission andstorage of power and undertake turn-key contracts for erecting powerdistribution network, energy conservation projects and power houses plantsand to carry on the business of generation, transmission, distribution, supply,storage, trade in power by conventional and nonconventional methods and toconstruct, establish, run power stations.

(h) There has been no change in the name of the Transferor Company since itsincorporation. The Company altered it Memorandum of Association with respect tothe Object clause to include ‘to perform or provide or share services or enter intoan arrangement to provide services in the nature of routine conduct of business forperformance of treasury, finance, taxation, legal, secretarial compliance, humanresources, common administrative activities and such other related supportfunctions etc., for its subsidiaries, affiliated entities, associates and/ or holdingcompanies or group entities’ in its Object clause on September 30, 2016. Theregistered office of the Transferor Company was shifted from the Union Territoryof Dadra and Nagar Haveli to the State of Maharashtra on July 28, 2017.

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mailto:[email protected]



(i) The authorised, issued, subscribed and paid-up share capital of the TransferorCompany as on August 31, 2018 is as under:

Particulars INR

Authorised Share Capital

1,260,000,000 equity shares of INR 10 each 12,600,000,000

470,000,000 optionally convertible redeemable preference share of INR 10 each

4,700,000,000

Total 17,300,000,000

Issued, Subscribed and Paid Up Capital


454,552,553 optionally convertible redeemable preference shares of INR 10 each

4,545,525,530

Total 16,980,819,640

Subsequent to the above date, there has been no change in the authorised, issued and paid up share capital of the Transferor Company till the date of the notice.

(j) The Transferor Company is inter alia engaged in the business as developer in BuildOwn Operate and Maintain basis for designing, financing, construction andmaintenance of power transmission systems for concession periods ranging from25 to 35 years. The Company also undertakes the Engineering, Procurement andConstruction contracts for construction of power transmission systems.

(k) Names of promoters and directors along with their addresses:

Details of Promoters

Name of the Promoter Address

Sterlite Power Transmission Limited 4th Floor, Godrej Millennium 9 Koregaon Road, Pune Maharashtra- 411001 India

Details of Directors

Name of the Director Designation Address DIN

Mr. Pravin Agarwal Chairman 117, North Main Road Lane No. 4, Koregaon Park Pune Maharashtra – 411001, India

00022096

Mr. Pratik Agarwal Director 403-A, 3rd floor,Samudra Mahal, Dr.A. B. road MumbaiMaharashtra –400018, India

03040062

Mr. Ved Mani Tiwari Whole time Director & CEO

802, Jasmine tower (T-02), Omaxe forest SPA Apartments, Suraj Kund road, Sector 43, Amarnagar,

06652919

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Faridabad, Haryana – 121003, India

Mr. A. R. Narayanaswamy

Independent Director

A-12, Archana CHS,Juhu Versova linkroad, Andheri (West),Mumbai,Maharashtra -400053, India

00818169

Ms. Avaantika Kakkar Independent Director

D-501/502, 5th Floor,Ashok Gardens TJRoad, Swan MillCompund, Sewri,Mumbai Maharashtra– 400015, India

06966972

Details of the Transferee Company:

(a) The Transferee Company is an unlisted public company. It was incorporated underthe name Sterlite Power Transmission Limited on May 5, 2015 under the provisionsof Companies Act, 2013.

(b) Corporate Identity Number (CIN): U74120PN2015PLC156643

(c) Permanent Account Number (PAN): AAVCS7209P

(d) Registered Office: 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001

(e) E-mail address: [email protected]

(f) The shares of the Transferee Company are not listed on any stock exchange.

(g) The relevant main objects of the Transferee Company as set out in itsMemorandum of Association are as follows:

(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITSINCORPORATION:

1. To carry on the business of design, planning, building, development,engineering, erecting, marketing, import, export, purchase, sale, transfer,lease, assemble, install, commission, maintain, repair, operation, trading,transmission, manufacture, investment, investigation, research, contracting,sub-contracting, licensing, franchising, agency, execution, technical &education services, management, dealings related to, power transmissiontowers, antennae, transmitters, insulators, conductors, cables, wires and/ or allkinds of equipments, systems, apparatus, appliances or any other articleswhether electronic, electric, mechanical, digital, telephonic, satellite, wirelessrequired in, transmission, storage of power, electricity and/ or undertaketurnkey contracts, projects, arrangement for erecting power distributionnetwork, energy conservation projects and/ or to carry on the business oftransmission, distribution, supply, storage, trade in power and/ or electricity byconventional and/ or nonconventional methods and/ or to carry on all kinds ofinfrastructure projects including active/ passive telecom infrastructure,maintenance of infrastructure of dark fibre through OPGW/ cabling, right of

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way, duct Space and towers on lease/ rent out basis and to acquire space for provision of co-location facilities for such infrastructure activities and to do all such ancillary, related or connected activities as may be considered necessary or beneficial or desirable for or along with any or all of the aforesaid purposes and/ or to acquire or invest or form joint venture in companies/ entities who are carrying out any of the aforesaid activities.

2. There has been no change in the name of the Transferee Company since itsincorporation. The Company altered it Memorandum of Association withrespect to the Object clause to include ‘and/or to carry on all kinds ofinfrastructure projects including active/passive telecom infrastructure,maintenance of infrastructure of dark fibre through OPGW /cabling, right ofway, duct Space and towers on lease / rent out basis and to acquire space forprovision of co-location facilities for such infrastructure activities’ in its Objectclause on October 03, 2017. The registered office of the Transferee Companywas shifted from the Union Territory of Dadra and Nagar Haveli to the state ofMaharashtra on September 28, 2015.

3. The authorised, issued, subscribed and paid-up share capital of the TransfereeCompany as on August 31, 2018 is as under:

Particulars INR


80,000,000 equity shares of INR 2 each 160,000,000

36,400,000 redeemable preference shares of INR 2 each 72,800,000

Total 232,800,000




Total 158,363,804

Subsequent to the above date, there has been no change in the authorised, issued and paid up share capital of the Transferee Company till date.

4. The Transferee Company is inter alia engaged primarily in the business of powerproducts including power transmission conductors, optical ground wire cables andpower cable and related solutions.

5. Names of promoters and directors along with their addresses:

Details of Promoters

Name of the Promoter Address

Twin Star Overseas Limited 33 Edith Cavell Street, Port Louis Mauritius

Details of Directors

Name of the Director Designation Address DIN

Mr. Pravin Agarwal Chairman 117, North Main Road Lane No. 4, Koregaon Park Pune,

00022096

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Maharashtra 411001

Mr. Pratik Agarwal Managing Director & CEO

403-A, 3rd floor,Samudra Mahal, Dr. A.B. Road Mumbai, Maharashtra 400018

03040062

Mr. Arun Lalchand Todarwal


81, Shivner, 84, Nepean Sea Road Mumbai, Maharashtra 400006

00020916

Mr. Lalit Narayan Tandon


A-1403, ConceptUnnathi, Plot No. 69AB E and F Sector-21,Kharghar Raigarh ,Maharashtra 410210

07288368


D-501/502, 5th Floor,Ashok Gardens TJRoad, Swan MillCompund, Sewri,Mumbai Maharashtra– 400015, India

06966972

7. Corporate Approvals

The Board of directors of the Company and the Transferee Company at their respective Board Meetings held on May 30, 2018 approved the proposed Scheme.

A copy of the Scheme setting out in detail the terms and conditions of the arrangement as approved by Board of Directors of the Transferor Company and the Transferee Company at its respective Board Meetings is annexed to this Notice as Annexure A and forms part of this Statement.

Names of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate in such resolution:

(a) Transferor Company

Name of the Directors Designation Voted in

Favor

Voted Against

Abstained from

voting

Mr. Pravin Agarwal Chairman - -

Mr. Pratik Agarwal Director - -

Mr. Ved Mani Tiwari Whole Time Director & CEO

- -

Mr. A. R. Narayanaswamy


- -


- -

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(b) Transferee Company

Name of the Directors Designation Voted in

Favor

Voted Against

Abstained from

voting

Mr. Pravin Agarwal Chairman - -

Mr. Pratik Agarwal Managing Director & CEO

- -

Mr. Arun Lalchand Todarwal


- -

Mr. Lalit Narayan Tandon


- -


- -

8. Rationale of the Scheme

The Transferor Company is a wholly owned subsidiary of the Transferee Company and the Transferor Company holds investments in various other companies. It is proposed to consolidate the business activities undertaken by the Transferor Company and its investments in various entities into the transferee company.

The Scheme provides for the amalgamation of the Transferor Company with the Transferee Company and will result in the following benefits:

Streamlining of the corporate structure and consolidation of investments within theTransferee Company;

Pooling of resources of the Transferor Company with the resources of the TransfereeCompany resulting in stronger balance sheet to meet future investment requirements;

Cost savings through legal entity rationalisation; and

Reduction of administrative responsibilities, multiplicity of records and legal &regulatory compliances.

Thus, the amalgamation is in the interest of the shareholders, creditors and all other stakeholders of the companies and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

9. Description of the Scheme

A. The Scheme provides for:

(a) The amalgamation of the Transferor Company with the Transferee Company willlead to combination of the business activities and operations into a single entitywith effect from the Appointed Date.

(b) The Scheme shall be in compliance with the provisions of Income Tax Act, 1961,including Section 2(1B) or any amendments thereto.

(c) The shares held by the Transferee Company in the Transferor Company shall becancelled and no shares shall be issued pursuant to the amalgamation.

(d) Upon effectiveness of the Scheme, the Transferor Company shall be dissolved

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without winding up, and the Board and any committees thereof of the Transferor Company shall without any further act, instrument, or deed be and stand ceased and discharged.

B. Appointed Date means April 01, 2017

C. Subject to the sanction of the Scheme, with effect from the Appointed Date, the TransferorCompany shall, pursuant to the provisions contained in Sections 230 to 232 of theCompanies Act, 2013, and all other applicable provisions, if any, without any further act,deed, matter or thing, be merged with the Transferee Company, or be deemed to havebeen merged with the Transferee Company, as a going concern so as to become theestate, assets, rights, title, interest and authorities of the Transferee Company.

D. Upon this Scheme becoming effective, the authorised share capital of the TransferorCompany shall be deemed to be added to the authorised share capital of the TransfereeCompany without any further act, instrument or deed or procedure or payment of any stampduty and registration fees.

10. Summary of Valuation Reports including basis of valuation and Share Exchange Ratio

Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, there shall be no issue of shares by the Transferee Company, as consideration for the amalgamation of the Transferor Company with the Transferee Company. Therefore, there is no valuation report for the Scheme.

NOTE: THE FEATURES/ DETAILS SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME, THE EQUITY SHAREHOLDERS OF THE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME (ANNEXURE A) TO GET THEMSELVES FULLY AQUAINTED WITH THE PROVISIONS THEREOF.

11. The unaudited Financial Results of the Transferor Company and the Transferee Company forthe year ended June 30, 2018 are enclosed as Annexure B - I & B - II respectively;

12. Amounts due to unsecured creditors of Transferor Company as on May 31, 2018* and ofTransferee Company as on June 30, 2018* are as follows:

Unsecured Creditors

Transferor Company Transferee Company

Number Amount (INR) Number Amount (INR)

185 5,468,483,825.55 538 6,044,677,986

*As per the Order of Hon’ble NCLT dated September 12, 2018, the notice of this meeting wouldbe sent to all the unsecured creditors as on August 31, 2018.

13. Effect of the Scheme on various parties

A. Key Managerial Personnel (KMPs) and Directors

None of the directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of the Transferor Company and Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by them, if any, in the Transferor Company and/or the Transferee Company and/or to the extent that the said Director(s) are common director(s) of the said companies and/or to the extent that the Key Managerial Personnel is holding shares in said companies as a nominee and/or to the extent that the said Director(s), Key Managerial Personnel

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and their respective relatives are the directors, members of the companies that hold shares in the respective companies. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme.

Effect of the Scheme on the KMPs pursuant to Amalgamation

The KMPs, if any, of the Transferor Company shall become employees of the Transferee Company on effectiveness of the Scheme.

Details of shares held by the present Directors and KMPs of the Transferor Company and the Transferee Company either individually or jointly as a first holder or second holder or as a nominee and by their relatives, in the respective companies are as under:

Transferor Company

Sr. No.

Name of the Director/ KMPs and relatives of directors and KMPs

Designation Number of equity shares held as on August 31,

2018

1 Mr. Ved Mani Tiwari Whole time Director & CEO

1 (Nominee shareholder)

2 Ms. Pooja Aggarwal Chief Financial Officer

1 (Nominee shareholder)

Transferee Company

Sr. No.

Name of the Director/ KMPs and relatives of directors and KMPs

Designation Number of equity shares held as on August 31,

2018

1. Mr. Pravin Agarwal Chairman 835427

2. Mr. Pratik Agarwal Managing Director & CEO

542864

B. Promoter and Non-Promoter Equity Shareholders of the Transferor Company andthe Transferee Company

In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Transferor Company and the Transferee Company, in their meetings held on May 30, 2018 have adopted a report, inter alia, explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoter and non-promoter shareholders amongst others. Copy of the reports adopted by the respective Board of Directors of the Transferor Company and the Transferee Company are enclosed as Annexure C - I to C - II.

C. Depositors

Neither the Transferor Company nor the Transferee Company has accepted any public deposits pursuant to Section 73 of the Companies Act, 2013.

D. Creditors and Debenture-Holders

Secured Creditors

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Upon the Scheme becoming effective, the rights of the Secured Creditors of Transferor Company or of the Transferee Company will not be affected since post approval of the Scheme, the assets of Transferee Company will be sufficient to discharge its liabilities. There is no involvement of any compromise or arrangement with any creditor of the Transferor Company or of the Transferee Company.

Unsecured Creditors

Upon the Scheme becoming effective, the rights of the Unsecured Creditors of Transferor Company or of the Transferee Company will not be affected since post approval of the Scheme, the assets of Transferee Company will be sufficient to discharge its liabilities. There is no involvement of any compromise or arrangement with any creditor of the Transferor Company or of the Transferee Company.

Debenture Holders

Upon the Scheme becoming effective, the rights of the Debenture Holders of Transferor Company or of the Transferee Company will not be affected since post approval of the Scheme, the assets of Transferee Company will be sufficient to discharge its liabilities. There is no involvement of any compromise or arrangement with any debenture holder of the Transferor Company or of the Transferee Company. Further, the transferee company does not have any debentureholders.

E. Employees

(a) On the Scheme becoming effective, all employees of the Transferor Company on theEffective Date, shall be deemed to have become employees of the Transferee Company,without any break in their service and the terms and conditions of their employment withthe Transferee Company shall not be less favourable than those applicable to them withreference to the Transferor Company on the Effective Date. The Transferee Companyundertakes to continue to abide by any agreement/settlement, if any, validly entered intoby the Transferor Company with any union/employee of the Transferor Companyrecognized by the Transferor Company. It is hereby clarified that the accumulatedbalances, if any, standing to the credit of the employees in the existing provident fund,gratuity fund and superannuation fund of which the employees of the Transferor Companyare members shall be transferred to such provident fund, gratuity fund and superannuationfund of the Transferee Company or to be established and caused to be recognized by theAppropriate Authorities, by the Transferee Company. It is clarified that the services of theemployees of the Transferor Company will be treated as having been continuous,uninterrupted and taken into account for the purpose of the said fund or funds.

(b) Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuationfund dues of the employees of the Transferor Company would continue to be deposited inthe existing provident fund, gratuity fund and superannuation fund respectively of theTransferor Company.

(c) Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fitand subject to applicable laws, shall be entitled to retain separate funds within theTransferee Company for the erstwhile fund(s) of the Transferor Company.

(d) Upon the coming into effect of the Scheme, such number of stock appreciation rightsoutstanding and vested under the SPGVL ESAR shall be taken over and settled by theTransferee Company in cash or through any other consideration such that the same is notless favourable than the SPGVL ESAR and shall not be detrimental to the interest of theemployees, as defined under SPGVL ESAR.

15



14. Capital Structure pre and post amalgamation

The Pre-Scheme capital structure of the Transferor Company and the Transferee Company are detailed as follows;

Transferee Company

Pre Scheme

Particulars INR



36,400,000 redeemable preference share of INR 2 each 72,800,000

Total 232,800,000




Total 158,363,804

Post Scheme

Particulars INR



36,400,000 preference shares of INR 2 each 72,800,000

470,000,000 optionally convertible redeemable preference shares of INR 10 each

4,700,000,000

Total 17,532,800,000




Total 158,363,804

The existing authorized share capital of the Transferee Company is INR 232,800,000 divided into 80,000,000 equity shares of INR 2 each and 36,400,000 redeemable preference shares of INR 2 each. The authorized share capital of the Transferee Company shall be increased to INR 17,532,800,000 divided into 6,380,000,000 equity shares of INR 2 each, 470,000,000 optionally convertible redeemable preference shares of INR 10 each and 36,400,000 preference shares of INR 2 each on combination of the authorized share capital of the Transferor Company.

Transferor Company

Pre Scheme

Particulars INR



470,000,000 optionally convertible redeemable preference share of INR 10 each

4,700,000,000

Total 17,300,000,000



454,552,553 optionally convertible redeemable preference shares of 4,545,525,530

16



INR 10 each

Total 16,980,819,640

Post Scheme

Upon the Scheme coming into effect, the Transferor Company shall be dissolved without being wound up. Accordingly, the shares issued by the Company shall be cancelled and no shares shall be issued pursuant to the Scheme of Amalgamation.

15. Pre and Post Amalgamation Shareholding Pattern

15.1 The pre and post amalgamation shareholding pattern of the Transferor Company is as follows:

Pre Scheme – Equity Shares

Sr No Name of Equity Shareholder No of shares held %

1. Sterlite Power Transmission Limited

(SPTL) 1,243,529,405 100

2. Mr. Ved Mani Tiwari (As a Nominee

of SPTL) 1 0.00

3. Ms. Pooja Aggarwal (As a Nominee

of SPTL) 1 0.00

4. Mr. Amarendranath Reddy

Tatimakula (As a Nominee of SPTL) 1 0.00

5. Mr. Mohit Saxena (As a Nominee of

SPTL) 1 0.00

6. Mr. Sai Kiran Dhami (As a Nominee

of SPTL) 1 0.00

7. Mr. Ramesh Sharma (As a Nominee

of SPTL) 1 0.00

TOTAL 1,243,529,411

100

Pre Scheme – Optionally Convertible Redeemable Preference Shares

Sr No Name of Preference Shareholder No of shares held %

1. Sterlite Power Transmission Limited

(SPTL) 454,552,553 100

17



Total 454,552,553 100

Upon the Scheme coming into effect, the Transferor Company shall be dissolved without being wound up.

15.2 The pre and post amalgamation shareholding pattern of the Transferee Company is as follows:

Pre Scheme – Equity Shares*

Sr No Name of Equity Shareholder No of shares held %

1 Promoters 43,670,398 71.38

2 Promoter Group 1,013,448 1.66

3 Resident Individuals 15,133,569 24.72

4 Bodies Corporates 1,203,811 1.97

5 NRI Non Repatriation 104,272 0.17

6 Non Resident Indians 3,225 0.01

7 Insurance Companies 31,185 0.05

8 Nationalised Bank 13,784 0.02

9 Others 8,210 0.02

TOTAL 61,181,902 100%

*As per the beneficiary position as on August 31, 2018 provided by the Registrar & Share Transferagent.

Pre Scheme – Non Convertible Redeemable Preference Shares

Sr No Name of Preference Shareholder No of shares held %

1. Clix Finance India Private Limited 18,000,000 100

Total 18,000,000 100

16. Investigation or proceedings, if any, pending against the Company under theCompanies Act, 2013

18



No investigation/proceedings have been instituted or are pending in relation to the Transferee Company and the Transferor Company under Sections 210 to 229 of Chapter XIV of the Act or under the corresponding provisions of the Act of 2013. Further, no proceedings are pending under the Act or under the corresponding provisions of the Act of 2013 against the transferee / transferor company.

To the knowledge of the Transferee Company and the Transferor Company, no winding up proceedings have been filed or are pending against them under the Act or the corresponding provisions of the Act of 2013.

17. Approvals/Schemes/No-Objections from Regulatory or any Governmental Authorities

Unless otherwise decided by the respective Board of the Transferor Company and the Transferee Company, this Scheme shall be conditional upon and subject to:

a. The Scheme being approved by the requisite majorities in number and value of such classesof persons including the respective members and/or creditors of the Transferor Company andthe Transferee Company, as may be directed by the Tribunal;

b. The sanction and order of the Tribunal, under Sections 230 to 232 of the Act being obtainedby the Transferor Company and the Transferee Company;

c. Certified copy/(ies) of the Order of the Tribunal sanctioning the Scheme being filed with theRoC by the Transferor Company and the Transferee Company;

d. Receipt of requisite consent, approval or permission of the National Electric Energy Agency(ANEEL), Brazilian Electricity Regulatory Agency as may be applicable; and

e. The requisite consent, approval or permission of Appropriate Authority which by applicablelaw or contract, agreement may be necessary for the implementation of this Scheme.

18. Inspection

The following documents will be open for inspection by the shareholders of the transferor Company at its registered office at 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001, between 9:00 a.m. to 2:00 p.m. on all working days (except Saturdays) up to the date of the meeting.

i. Copy of the order passed by NCLT in Company Application 707 of 2018, dated September 12,2018 directing the Transferor Company to, inter alia, convene the meetings of its equityshareholders;

ii. Copy of the Memorandum and Articles of Association of the company;

iii. Copy of the audited financial results of the company for the financial year ended 31 March2018;

iv. Copy of the Statutory Auditors' certificate dated June 12, 2018 issued by S.R.B.C. & Co, LLPto the effect that the accounting treatment, if any, proposed in the scheme of compromise orarrangement is in conformity with the Accounting Standards prescribed under Section 133 ofthe Companies Act, 2013; and

v. Copy of the Scheme.

19



19. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and(2) and 102 of the Act read with Rule 6 of the Rules. A copy of the Scheme, ExplanatoryStatement and Form of Proxy shall be furnished by the Transferor Company to its shareholders,free of charge, within one (1) working day (except Saturdays) on a requisition being so madefor the same by the shareholders of the Transferor Company.

20. After the Scheme is approved by the equity shareholders, of the Transferor Company, it will besubject to the approval/sanction by NCLT.

Sd/- Kriti Narula Company Secretary (Chairperson appointed for the meeting by NCLT)

Place: Delhi Date: September 14, 2018 Registered Office: 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001

20

SCHEME OF AMALGAMATION

OF

STERLITE POWER GRID VENTURES LIMITED

WITH

STERLITE POWER TRANSMISSION LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS

(UNDER SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013)

'2&.1

111s

Annexure - A

21

(A)

(B)

1.

� .fA,?� ).

:U.ME R 3. KEW,,r\ This scheme of amalgamation {"Scheme" as defined hereinafter) provides rl\i:

i

' ,��!�� J amalgamation of Sterme Power Grid Ventures Limited (Corporate Identification N mb : '!.�i��on��t1 IU33120PN2014PLC172393) with Sterlite Power Transmission Limited (Cor · , c. s-t•i-201il ,; Identification Number: U74120PN2015PLC156643) pursuant to provisions of Sections 2 .,':> _ ,�":--:. 232 and other applicable provisions of the Companies Act, 2013. This Scheme also provi /. 0 f" _,_A.

PREAMBLE

for various other matters consequential thereto or otherwise integrally connected therewith. ·--···-·

BACKGROUND OF THE COMPANIES

Sterlite Power Grid Ventures Limited (herein after referred to as "Transferor Company") is a public company incorporated under the provisions of the Companies Act, 2013. The Transferor Company directly or indirectly, through i.ts subsidiaries, acts as a developer on Build Own Operate and Maintain ("BOOM") basis for designing, financing, construction and maintenance of power transmission systems for concession periods ranging from 25 to 35 years. The Transferor Company also undertakes the Engineering, Procurement and Construction contracts for construction of power transmission systems.

2. Sterlite Power Transmission Limited (herein after referred to as "Transferee Company") is apublic company incorporated under the provisions of the Companies Act, 2013. TheTransferee Company is primarily engaged in the business of power products including powertransmission conductors, optical ground wire cables and power cable and related solutions.

(C) RATIONALE FOR THE SCHEME

The Transferor Company would be a wholly owned subsidiary of the Transferee Company andthe Transferor Company holds investments in various companies. It is desirous to consolidatethe business activities undertaken by the Transferor Company and its investments of theTransferor Company in various entities into a single entity.

The Scheme provides for the amalgamation of the Transferor Company with the TransfereeCompany and will result in the following benefits:

• Streamlining of the corporate structure and consolidation of investments within theTransferee Company;

• Pooling of resources of the Transferor Company with the resources of the TransfereeCompany resulting in stronger balance sheet to meet future investment requirements;

• Cost savings through legal entity rationalisation; and• Reduction of administrative responsibilities, multiplicity of records and legal & regulatory

compliances.

Thus, the amalgamation is in the interest of the shareholders, creditors and all other stakeholders of the companies and is not prejudicial to the interests of the concerned shareholders, creditors or the public at large.

(D) OPERATION OF THE SCHEME

The amalgamation of the Transferor Company with the Transferee Company will combinetheir business activities and operations into a single company with effect from the AppointedDate (defined herein after) and shall be in compliance with the provisions of the Income-taxAct, 1961, including Section 2(1B) or any amendments thereto.

Transferor Company would be a wholly owned subsidiary of the Transferee Company. Theshares held by the Transferee Company in the Transferor Company shall be cancelled and no

2118

22

(E)

o)�B � ...-�/ �- ,i,,. \\

shares shall be issued pursuant to the amalgamation. '{ �i\-.V,t R�;.�:;:\,.: \ "'- \�_l:,· 1 t-fS;)-,- •'' r > ··., �Y· ) ··

1ti"\ .. ,,c:...�-" ·,, ' ,••· ' PARTS OF THE SCHEME: \ ��1:i;;::�•iir ,/,,:-,··;/

r, '\, '· . ,1-,c , . •' / This Scheme is divided into the following parts: �0(.:\>��--<_, , · _ _ ,;i

� ., . . -,,- ./ PART I deals with the definitions, interpretations and share capital of the Transferor ca··'' / r1y,.

1

'.��;.:;;/.

and the Transferee Company;

PART II deals with the amalgamation of the Transferor Company with the Transferee Company and other related matters; and

PART Ill deals with general terms and conditions applicable to this Scheme.

PART I

DEFINITIONS, INTERPRETATIONS AND SHARE CAPITAL

1. DEFINITIONS

1.1. In this Scheme, unless inconsistent with the subject or context, in addition to the terms defined elsewhere in this Scheme, the following capitalised terms shall have the meaning set out below:

"Act" or "the Act" means the Companies Act, 2013 (including any statutory modifications(s) or re-enactment(s) thereof) and rules and regulations made thereunder, for the time being in force, and which may relate or are applicable to the arrangement;

"Appointed Date" means 1 April 2017;

"Applicable Law" means any applicable central, provincial, local or other law including all applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) Permits; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties;

"Appropriate Authority" means:

(a) the government of any jurisdiction (including any central, state, municipal or localgovernment or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank, commission or other authority thereof;

(b) any public international organisation or supranational body and its institutions,departments, agencies and instrumentalities; and

(c) any governmental, quasi-governmental or private body or agency lawfully exercising,or entitled to exercise, any administrative, executive, judicial, legislative, regulatory,licensing, competition, tax, importing or other governmental or quasi-governmental authority including (without limitation) the RBI, Securities and Exchange Board of India, National Electric Energy Agency (ANEEL) i.e. Brazilian Electricity Regulatory Agency andthe Tribunal (as defined hereinafter).

"Board" means the Board of Directors of the Transferor Company or the Transferee Company, as the context may require, and shall include a duly constituted committee thereof;

3 I 1s

23

i A '( ,.::"' 0 ----- r ",·

� ... ,, 1,'�

"Effective Date" means the last of the dates on which the conditions s �n Clau,sp-r.�f�f ,.a \�this Scheme are complied with or are waived by the Board of the Trans ror /

,9,��))i�d}h�1 ·•1-iTransferee Company. References in this scheme to the date of "co ·am d-1:o"'e'f(�-qf�#lis1 -=(

-,,... '?I

t,\hr'· 'O • J j Scheme" or "upon the Scheme being effective" shall mean the Effecti Da\e; ··,;,"�:.)".:- :,,,l / ... -::· ;1 , ; ._: , ,,o ,'r::'i ,· ·-...1 l:

C, '·_ . .,. ,•.-c /,, ,."7;;. /1 "Encumbrance" means (i) any charge, lien (statutory or other), or mart ''f,)any e.isen:i.en·t).., / encroachment, right of way, right of first refusal or other encumbrance o� �e.�ur'ity ihi�:;@ securing any obligation of any Person; (ii) pre-emption right, option, right to acq:bfre�itg t to set off or other third party right or claim of any kind, including any restriction on use, voting, selling, assigning, pledging, hypothecating, or creating a security interest in, place in trust (voting or otherwise), receipt of income or exercise; or (iii) any equity, assignments hypothecation, title retention, restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above; the term "Encumber" shall be construed accordingly;

"Employees" means all the employees of Transferor Company as on the Effective Date;

"lndigrid" means India Grid Trust;

"lnvlT Regulations" means Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014;

"INR" means Indian Rupee, the lawful currency of the Republic of India;

"Parties" shall mean collectively the Transferor Company and the Transferee Company and "Party" shall mean each of them, individually;

"Permits" means all consents, licences, permits, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory, regulatory under Applicable Law;

"Person" means an individual, a partnership, a corporation, a limited liability partnership, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

"RoC" means the Registrar of Companies, Pune having jurisdiction over the Transferor Company and the Transferee Company, as may be applicable;

"Scheme" or "the Scheme" or "this Scheme" means this scheme of amalgamation in its present form or this Scheme with such modificatlon(s), if any made, as per Clause 20 of the Scheme from time to time, and wherever required with the appropriate approvals and sanction of the Tribunal, as may be required under the Act, and/or under Applicable Law;

"SPGVL ESAR" means the Employee Stock Appreciation Rights Scheme - 2015 of the Transferor Company;

"Taxation" or "Tax" or "Taxes" means all forms of taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of Tax, whether by way of deduction at source, advance tax, goods and services tax, input tax credit, minimum alternate tax or otherwise or attributable directly or primarily to the Transferor Company or the Transferee Company or any other Person and all penalties, charges, costs and interest relating thereto;

"Tax Laws" means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the income-tax, wealth tax, sales tax / value added tax, service tax, goods

4 I 1s

24

� �� ,..� "'\ i-\ ,y t;

o,..,,-----�--

/ � / .,·' .. :.-J � -� .. I ,,·;:-,/•!P' \ �· t and services tax, excise duty, customs duty or any other levy of si ilar r�tw,},::::flz� \ i\

"Transferee Company" m�ans Sterlite Power Transmission Li -�it '1� �/;�t�tit�;�t;�;,� incorporated under the provisions of the_Comp_anies Act, 2013 hav,� s�rp�raf�_'ic:l�h'�ifit��¥'number U74120PN2015PLC156643 and its registered office at 4th Floor;,Godre-jMHfeAnrur,rV9Koregaon Road, Pune 411001; .... ,:<��-::.:. ···. (�_�/

�----:.::.:.::::;.:__:---·

"Transferor Company" means Sterlite Power Grid Ventures Limited is a public companyincorporated under the provisions of the Companies Act, 20l3 having corporate identificationnumber U33120PN2014PLC172393, and its registered office at 4th Floor, Godrej Millennium 9Koregaon Road, Pune 411001; and

"Tribunal" means the Mumbai bench of the National Company Law Tribunal havingjurisdiction over the Transferor Company and the Transferee Company.

All terms and expressions which are used in this Scheme but not defined herein shall, unlessrepugnant or contrary to the context or meaning thereof, have the same meaning ascribed tothem under the Act, the Income-tax Act, 1961, the Securities Contracts (Regulation) Act, 1956,the Depositories Act, 1996 (as the case may be) or other applicable laws, rules, regulations,bye-laws, as the case may be, including any statutory amendment, modification or reenactment thereof, from time to time.

1.2. Interpretation

In this Scheme, unless the context otherwise requires:

1.2.1. words denoting singular shall include plural and vice versa;

1.2.2. headings and bold typeface are only for convenience and shall be ignored for thepurposes of interpretation;

1.2.3. references to the word "include" or "including" shall be construed without limitation;

1.2.4. a reference to an article, clause, section, paragraph or schedule is, unless indicated tothe contrary, a reference to an article, clause, section, paragraph or schedule of thisScheme;

1.2.5. unless otherwise defined, the reference to the word "days" shall mean calendar days;

1.2.6. references to dates and times shall be constru�d to be references to Indian dates andtimes;

1.2.7. reference to a document includes an amendment or supplement to, or replacementor novation of, that document;

1.2.8. word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s)respectively ascribed to them; and

1.2.9. references to a person include any individual, firm, body corporate (whetherincorporated), government, state or agency of a state or any joint venture,association, partnership, works council or employee representatives' body (whetheror not having separate legal personality).

s I 1s

25

2. SHARE CAPITAL

2.1.

1,260,000,000 equity shares of INR 10 each

470,000,000 optionally convertible redeemable preference

shares of INR 10 each

Total

Issued, Subscribed and Paid-up Share Capital




Total

12,600,000,000

4,700,000,000

17,300,000,000

12,435,314,110

4,545,525,530

16,980,839,640

As on the date of approval of the Scheme by the Board of the Transferor Company, the

Transferor Company is in process of completion of buyback of its 2000 equity shares.

Immediately upon completion of the buyback, the Transferor Company shall be the wholly

owned subsidiary of the Transferee Company. Further, the authorised, issued, subscribed and

paid-up share capital of the Transferor Company thereafter is as under:





Total





Total

12,600,000,000

4,700,000,000

17,300,000,000

12,435,294,110

4,545,525,530

16,980,819,640

2.2. The authorised, issued, subscribed and paid-up share capital of the Transferee Company as

on 31 March 2018 is as under:




6 I 1s

. i

26


61,181,902 equity shares of INR 2 each

18,000,000 redeemable preference shares of INR 2 e

Total

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Transferee Company till the date of approval of the Scheme by the Board of the Transferee Company.

3. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme as set out herein in its present form or with any modification(s), as may beapproved or imposed or directed by the Tribunal, or made as per Clause 20 of the Scheme,shall become effective from the Appointed Date, but shall be operative from the EffectiveDate.

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY WITH

THE TRANSFEREE COMPANY AND OTHER RELATED MATTERS

4 AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE

TRANSFEROR COMPANY-

4.1 With effect from, the Appointed Date, and subject to the provisions of this Scheme and pursuant to Section 232 of the Act, the Transferor Company shall stand amalgamated with the Transferee Company as a going concern and all assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. pf the Transferor Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Transferee Company by virtue of, and in the manner provided in this Scheme.

4.2 Without prejudice to the generality of the above and ·to the extent applicable, unless otherwise stated herein, with effect from the Appointed Date:

4.2.1 with respect to the assets of the Transferor Company that are movable in nature or are otherwise capable of being transferred by manual delivery or by paying over or endorsement and/ or delivery, the same may be so transferred by the Transferor Company by operation of law without any further act or execution of an instrument with the intent of vesting such assets with the Transferee Company as on the Appointed Date;

4.2.2 subject to Clause 4.2.3 below, with respect to the assets of the Transferor Company, other than those referred to in Clause 4.2.1 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investment in shares of any body corporate, fixed deposits, mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, cash and bank balances,

1 I 1s

27

-._ A � �r��.�• c R" ..,_.-.--��- 1 ' t ,�, ... \-- ... ... ;. )�"-.... __ .

), \ - �-

earnest mon��s and dep�sits, if any, with Government, semi ��{�i;;�it�n� ,:'{:})

other authont1es and bodies, customers and other persons, w thgF,_or��'!h�w!}le:.:-✓ .'/ • • / • . � :

)'",· , �-111:. fl

1s held in the name of the Transferor Company, shall, witli � �apy-J!-!.rJ_ber-;.a�'/i' instrument or deed, be transferred to and vested in and/ or �:��e�ec():��, transferred to and vested in the Transferee Company, with effect from · .... ted Date by operation of law as transmission, as the case may be, in favour of Transferee Company. With regard to the licenses of the properties, the Transferee Company willenter into novation agreements, if it is so required;

4.2.3 without prejudice to the aforesaid, all the immovable property (including but notlimited to the land, buildings, offices, factories, sites, tenancy rights related thereto,and other immovable property, including accretions and appurtenances), whether ornot included in the books of the Transferor Company, whether freehold or leasehold(including but not limited to any other document of title, rights, interest andeasements in relation thereto, and any shares in cooperative housing societiesassociated with such immoveable property) shall stand transferred to and be vestedin the Transferee Company, as successor to the Transferor Company, without any actor deed to be done or executed by the Transferor Company, as the case may be and/or the Transferee Company;

4.2.4 all debts, liabilities, duties and obligations (debentures, commercial paper, bonds,notes or other debt securities, loan from companies) of the Transferor Company shall,without any further act, instrument or deed be transferred to, and vested in, and/ ordeemed to have been transferred to, and vested in, the Transferee Company, so as tobecome on and from the Appointed Date, the debts, liabilities, duties and obligationsof the Transferee Company on the same terms and conditions as were applicable tothe Transferor Company, and it shall not be necessary to obtain the consent of anyPerson who is a party to contract or arrangement by virtue of which such liabilitieshave arisen in order to give effect to the provisions of this Clause 4;

4.2.5 all the brands and trademarks (including logo and right to use the trademarks) of theTransferor Company including registered and unregistered trademarks along with allrights of commercial nature including attached goodwill, title, interest, labels andbrand registrations, copyrights trademarks and all such other industrial andintellectual property rights of whatsoever nature shall be transferred to theTransferee Company. The Transferee Company shall take such actions as may benecessary and permissible to get the same transferred and/ or registered in the nameof the Transferee Company;

4.2.6 the vesting of the entire undertaking of the Transferor Company, as aforesaid, shallbe subject to the Encumbrances, if any, over or in respect of any of the assets or anypart thereof, provided however that such Encumbrances shall be confined only to therelevant assets of Transferor Company or part thereof on or over which they aresubsisting on and no such Encumbrances shall extend over or apply to any otherasset(s) of Transferee Company. Any reference in any security documents orarrangements (to which Transferor Company is a party) related to any assets ofTransferor Company shall be so construed to the end and intent that such securityshall not extend, nor be deemed to extend, to any of the other asset(s) of TransfereeCompany. Similarly, Transferee Company shall not be required to create anyadditional security over assets vested under this Scheme for any loans, debentures,deposits or other financial assistance already availed of/ to be availed of by it, and theEncumbrances in respect of such indebtedness of Transferee Company shall notextend or be deemed to extend or apply to the assets so vested;

8 I 18

28

4.2.7

4.2.8

4.2.9

o:,!\ '! �� on and from the Effective Date and till such time _that the name � bank a�\ .... �J.of the Transferor Company has been_ replaced �11th _that of the ran�m.��R��_Y, \ �-· \\ the Transferee Company shall be entitled to maintain and oper �\l�e ban.:taccounts i nof the Transferor Company in the name of the Transferor Comp· ny a\;id kif such time / _;/as may be determined to be necessary by the Transferee Comp,-Qy:·AUcheques a·nd .· other negotiable instruments, payment orders received or presenfod for encashment,. .· which are in the name of the Transferor Company after the Effective oate sh�l(W . accepted by the bankers of the Transferor Company and credited to the acccraht of the Transferee Company, if presented by the Transferee Company; and

without prejudice to the foregoing provisions of Clause 4, the Transferor Company and/ or the Transferee Company shall be entitled to apply to the Appropriate Authorities as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require and execute any and all instruments or documents and do all the acts and deeds as may be required, including filing of necessary particulars and/ or modification(s) of charge, with the concerned RoC or filing of necessary applications, notices, intimations or letters with any authority or Person, to give effect to the above provisions.

Upon the Scheme becoming effective, the obligations of the Transferor Company under SEBI (Infrastructure Investment Trusts) Regulations, 2014, including but not restricted to lock-in in respect of units held by the Transferor Company in lndigrid, shall become the obligation of the Transferee Company and the Transferee Company would be deemed to be under such obligations from the date on which such obligations arose under the lnvlT Regulations, as may be applicable.

4.3 This Scheme has been drawn up to comply with the conditions relating to "Amalgamation" as specified under Section 2(1B) and other relevant provisions of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said section and other related provisions at a later date including resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of the said section and other related provisions of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent determined necessary to. comply with Section 2(1B) and other relevant provisions of the Income-tax Act, 1961.

5 EMPLOYEES

5.1 On the Scheme becoming effective, all employees of the Transferor Company on the Effective Date, shall be deemed to have become employees of the Transferee Company, without any break in their service and the terms and conditions of their employment with the Transferee Company shall not be less favourable than those applicable to them with reference to the Transferor Company on the Effective Date. The Transferee Company undertakes to continue to abide by any agreement/settlement, if any, validly entered into by the Transferor Company with any union/employee of the Transferor Company recognized by the Transferor Company. It is hereby clarified that the accumulated balances, if any, standing to the credit of the employees in the existing provident fund, gratuity fund and superannuation fund of which the employees of the Transferor Company are members shall be transferred to such provident fund, gratuity fund and superannuation fund of the Transferee Company or to be established and caused to be recognized by the Appropriate Authorities, by the Transferee Company. It is clarified that the services of the employees of the Transferor Company will be treated as having been continuous, uninterrupted and taken into account for the purpose of the said fund or funds.

5.2 Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund 9 I 1s

29

dues of the employees of the Transferor Company would continue to be d s�dA' � existing provident fund, gratuity fund and superannuation fund respective Iv. Q J..1=an� )-Company. r( �// r, ?, if',W•�', �! � ..

,I { t • ,:-..!/r. '.··�· - . ,l -;,-:;:t,'\� \ \ 5.3 Without prejudice to the aforesaid, the Board of the Transferee Com pan ,�f·i� aee:msfit,a:nd' j , \, _.. L \

', , : • : - •• ,._,_; ,l , •• �•• J J subject to applicable laws, shall be entitled to retain separate funds wI \\ in it,e Transferee • "'- '; Company for the erstwhile fund(s) of the Transferor Company. \\ ··

5.4 Upon the coming into effect of the Scheme, such number of stock appreciation rights outstanding and vested under the SPGVL ESAR shall be taken over and settled by the· Transferee Company in cash or through any other consideration such that the same is not less favourable than the SPGVL ESAR and shall not be detrimental to the interest of the employees, as defined under the SPGVL ESAR.

6 LEGAL PROCEEDINGS

6.1 Any suit, petition, appeal or other proceeding of whatsoever nature and any orders of court, judicial or quasi-judicial tribunal or other governmental authorities enforceable by or against the Transferor Company including without limitation any restraining orders (including order under section 281B of the Income-tax Act, 1961) pending before any court, judicial or quasijudicial tribunal or any other forum, relating to the Transferor Company, whether by or against the Transferor Company, pending as on the Effective Date, shall not abate or be discontinued or in any way prejudicially affected by reason of the amalgamation of the Transferor Company or of any order of or direction passed or issued in the amalgamation proceedings or anything contained in this Scheme, but by virtue of the order sanctioning the Scheme, such legal proceedings shall be continued and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued, prosecuted and/or enforced by or against the Transferor Company, as if this Scheme had not been implemented.

6.2 After the approval of the Scheme by the· Parties and until the Effective Date, the Transferor Company shall defend all legal proceedirigs, other than in the ordinary course of business, with the advice and instructions of the Transferee Company.

6.3 The transfer and vesting of the assets and liabilities under the Scheme and the continuance of the proceedings by or against the Transferee Company shall not affect any transaction or proceeding already completed by the Transferor Company between the Appointed Date and the Effective Date to the end and intent that the Transferee Company accepts all acts, deeds and things done and executed by and/or on behalf of the Transferor Company as acts, deeds and things done and executed by and on behalf of the Transferee Company.

7 PERMITS

With effect from the Appointed Date, all the Permits held or availed of by, and all rights and benefits that have accrued to, the Transferor Company, pursuant to the provisions of Section 232 of the Act, shall without any further act, instrument or deed, be transferred to, and vest in, or be deemed to have been transferred to, and vested in, and be available to, the Transferee Company so as to become as and from the Appointed Date, the Permits, estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in Applicable Laws. Upon the Effective Date and until the Permits are transferred, vested, recorded, effected, and/ or perfected, in the record of the Appropriate Authority, in favour of the Transferee Company, the Transferee Company is authorized to carry on business in the name and style of the Transferor Company, and under the relevant license and/ or permit and/ or approval, as the case may be, and the Transferee Company shall keep a record and/ or account of such transactions.

10 I 1s

30

8

8.1

8.2

8.3

8.4

CONTRACTS, DEEDS, ETC.

All contracts, deeds, bonds, agreements, indemnities, guarantees or ot enV� <)yentitlements whatsoever, schemes, arrangements and other instrum � permits, ri� _;,� � entitlements, licenses (including the licenses granted by any Gover r1e'nA�,f�t��1;1tgrlor\ ,1' \iregulatory bodies) for the purpose of carrying on the business of the Tra 1 �trpi"'ComJi�ny, ai'.ld l .,·:"" H in relation thereto, and those relating to tenancies, privileges, powers, ��cliifies df every kind ' ��:'// and description of whatsoever nature in relation to the Transferor Company; or to the benefit · ;t

·. f

of which the Transferor Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, delivery pr record al or by operation of law pursuant to the order of the Authority sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, Agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies) of the Transferee Company. It is clarified that all conditions, stipulations, pre-requisites, terms laid down under any Governmental, statutory or regulatory bodies, fulfilled by the Transferor Company prior to the Effective Date, shall be deemed to have been fulfilled and complied with by the Transferee Company, post the Effectiveness of the Scheme. The Transferee Company shall be entitled to the benefit of all qualification criteria, track-record, experience, goodwill and all other rights, claims and powers of whatsoever nature and whosesoever situate belonging to or in the possession of or granted in favour of or enjoyed by the Transferor Company for all intents and purposes for its business. Such properties and rights described hereinabove shall stand vested in the Transferee Company and shall be deemed to be the property and become the property by operation of law as an integral part of the Transferee Company. Such contracts and properties described above shall continue to be in full force and continue as effective as hitherto in favour of or against the Transferee Company and shall be the legal and enforceable rights and interests of the Transferee Company, which can be enforced and acted upon as fully and effectually as if it were the Transferor Company.

Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties, shall be deemed to have been entered into and stand assigned, vested and novated to the Transferee Company by operation of law an-d the Transferee Company shall be deemed to be the Transferor Company' substituted party or beneficiary or obligor thereto. It being always understood that the Transferee Company shall be the · successor in the interest of the Transferor Company. In relation to the same, any proced!'Jral requirements required to be fulfilled solely by the Transferor Company, shall be fulfilled b_y.the Transferee Company as if it were the duly constituted attorney of the Transferor Company .

. l

The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, enter into, or issue or execute deeds, writings, confirmations, novations, declarations, or other documents with, or in favour of any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorised to execute any such writings on behalf and in the name of the Transferor Company and to carry out or perform all such formalities or compliances required for the purposes referred to above on the part of the Transferor Company.

Without prejudice to the provisions of this Scheme, with effect from the Appointed Date, all inter-party transactions between the Transferor Company and the Transferee Company shall be considered as intra-party transactions for all purposes, from the Appointed Date. Any taxes (including tax deducted at source or dividend distribution tax) paid in relation to such

11 I 18

31

2fL transaction shall, to the extent permissible by applicable law, be clai

O ,�.��f

8.5 The Transferee Company shall be entitled to the benefit of all ins ��policie�,-�-D-� � been issued i� respect of the Tran

_sferor Co�_

pany �nd the name f thr \R�,�f�r�:�<:f ��am,\\ shall be substituted as "Insured" in the policies as 1f the Transfe e)C!Jmpanywas 1rnt1ally-;c111

party thereto. .· ·· \ · · • · ;

8.6 Any inter-se contracts between the Transferor Company on the one hand and the Transferee Company on the other hand shall cease to operate upon the coming into effect of this Scheme.

9 TAXES/ DUTIES / CESS ETC.

Upon the Scheme becoming effective, by operation of law pursuant to the order of the Tribunal:

9.1 The unutilized credits relating to excise duties, sales tax, service tax, VAT, GST or any other Taxes by whatever name called as applicable which remain unutilised in the electronic ledger of the Transferor Company shall be transferred to and vest in the Transferee Company. Thereafter the unutilized credit so specified shall be credited to the electronic credit ledger of the Transferee Company and the input and capital goods shall be duly adjusted by the Transferee Company in its books of account.

9.2 Taxes of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, dividend distribution tax, minimum alternative tax, wealth tax, if any, paid by the Transferor Company shall be treated as paid by the Transferee Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable notwithstanding that challans or records may be in the name of Transferor Company. Minimum Alternate Tax credit available to the Transferor Company under the Income-tax Act, 1961, if any, shall vest in and be available to the Transferee Company.

9.3 Upon scheme becoming effective, the Transferor Company (if required) and the Transferee Company are expressly permitted to revise their firiancial statements and its income tax returns along with prescribed forms, filin&s and ahbexures under the Income-tax Act, 1961 and other statutory returns, including but not limiteg to tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax / VAT/ GST returns, as may be applicable. The Transferee company has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax under Section 115JB of the Income-tax Act, 1961, i.e. credit of minimum alternate tax, credit of dividend distribution tax, credit of tax deducted at source, credit ot'foreign taxes paid/withheld, etc.,. if any, as may be required for the purposes of/consequent to implementation of the Scheme. All compliances done by Transferor Company will be considered as compliances by Transferee Company.

9.4 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, etc. under Income-tax Act, 1961, service tax laws, excise duty laws, central sales tax, applicable state value added tax laws, any incentive scheme or policies or any other applicable laws/ regulations dealing with taxes/ duties/ levies due to Transferor Company shall stand vested to the Transferee Company upon this Scheme becoming effective.

9.5 All tax assessment proceedings/ appeals of whatsoever nature by or against the Transferor Company pending and/or arising shall be continued and/or enforced until the Effective Date by the Transferor Company. In the event of the Transferor Company failing to continue or enforce any proceeding/appeal, the same may be continued or enforced by the Transferee Company, at the cost of the Transferee Company. As and from the Effective Date, the tax proceedings shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced

12 I 1s

32

9.6

10

10.1

10.2

11

2fJ' by or against the Transferor Company.

�AR l,Further, the aforementioned proceedings shall not abate or b t5o�d---R(!r be any way prejudicially affected by reason of the amalgamation of th s.ny�ror C�pP<frlY.�t \ heTransferee Company or anything contained in the Scheme. -.:;, • "- "'· • n

CONSIDERATION �� (_

·_.:"'\

_·��\}"·/: •. ) __

:.��:� ) ,;�, l}

\ , .. , . , ......., \ ,:1u•:�/ � ·- ��- �

All the equity shares of the Transferor Company are held by th 'Ifar:isfere.t�ompal'I;,�.. mcethe Transferor Company would be a wholly owned subsidiary oAh'�·'ifra\li:Sfe�I( pany,

"''' . • >' there shall be no issue of shares by the Transferee Company as � on for the amalgamation of the Transferor Company with the Transferee Company.

Upon this Scheme becoming effective, all equity shares of the Transferor Company held by the Transferee Company shall stand cancelled without any further application, act or deed by any person or authority.

ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

On the Scheme becoming effective, the Transferee Company shall account for the amalgamation in its books as under:

11.1 The Transferee Company shall account for the amalgamation of the Transferor Company in its books of account under pooling of interest method in accordance with Appendix C to Indian Accounting Standard - 103 prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

11.2 All assets aad liabilities and reserves (whether capital or revenue or arising on revaluation or fair valuati6n), of th�.'f'ransferor Company transferred to the Transferee Company under the Scheme shall be recorded ih the books of account of the Transferee Company at their existing carrying amounts and r� 1h�;same form as recorded in the books of account of the Transferor Company. The identity.of re$erves of Transferor Company shall be preserved and they would- " '

appear in the financiafstat¢ments of the Transferee Company in the same form in which theyappeared in the f]nan.ciafst:'atements of the Transferor Company .

. . ,-· '"' -

;

11.3 The difference between the aggregate of share capital and securities premium of the Transferor Company and the carrying value of investment in the Transferor Company in the books of Transferee Company (which is carried at Fair value through Other Comprehensive Income) shall be transferred to Capital reserve in the books of the Transferee Company. The aggregate of FVOCI reserve and Deferred tax on FVOCI reserve in the books of Transferee company pertaining to its investment in Transferor company shall be adjusted against the balance in Capital reserve as above.

11.4 All inter-corporate deposits, loans, investments and advances, outstanding balances or other obligations between the Transferor Company and the Transferee Company shall be cancelled and there shall be no further obligation/ outstanding in that behalf. For the removal of doubts, there would be no accrual of interest or other charges in respect of any such inter-company loans, advances or outstanding balances with effect from the Appointed Date.

11.5 Unrealised profits on balances of inventories/fixed assets lying in the Transferor company which were acquired by the Transferor company from the Transferee company shall be eliminated and resulting difference adjusted in opening retained earnings.

12 CONDUCT OF BUSINESS FROM APPOINTED DATE UPTO THE EFFECTIVE DATE:

12.1 The Transferor Company with effect from the Appointed Date and up to and including the

13 I 1s

33

Effective Date: 0 ��--� J�� f �.' / .>.. �-

12.1.1

12.1.2

i;:, ,,,;·-:,,•,· ,� , ., ,,. .. _,., \. ' shall be deemed to have been carrying on and shall car o.,_n it��ftj�!J#R a�tiv�t\ s

and shall be deemed to have held and stood possess � and;�ha'lfffo,ld';.inliJ ·§ta d "· ,. - . ,� �•:.,-..l- �· ;'. � .,...... J

possessed of the assets for and on account of, an \�n fri;isf'ff9r,·!tit�,T�i�tef, eCompany· \\ , ' · , "'�_;., // I

\�:·-�· . :�. -: .. •• �;;,;

✓

�

all profits or income arising or accruing to the Transferor Cortipi:lny and:al!;tafes paid thereon (including but not limited to advance tax, tax deducted at �oLirc�, minimum alternate tax, dividend distribution tax, securities transaction tax, taxes withheld/paid in a foreign country, etc.) or losses arising or incurred by the Transferor Company shall, for all purposes, be treated as and deemed to be the profits or income, taxes or losses, as the case may be, of the Transferee Company; and

12.1.3 all loans raised and all liabilities and obligations incurred by the Transferor Company after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the Transferee Company in which the undertaking of the Transferor Company shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also, without any further act or deed be and be deemed to become the debts, liabilities, duties and obligations of the Transferee Company.

12.2 From the Effective Date, the Transferee Company shall carry on and shall be entitled to carry on the business of the Transferor Company.

12.3 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authority and all other agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require, to carry on the business of the Transferor Company and to give effect to the Scheme:

12.4 The Transferee Company shall be entitled to credit the tax paid including credit of the tax deducted at source in relation to The Transferor Company, for the period between the Appointed Date and the Effective Date.

12.5 For the purpose of giving effect to the amalgamation order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the Authority, the Transferee Company shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the amalgamation of the Transferor Company, in accordance with the provisions of Sections 230 to 232 of the Act. The Transferee Company is and shall always be deemed to have been authorized to execute any pleadings, applications, forms, etc, as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme.

13 DECLARATION OF DIVIDEND, BONUS, ETC.

13.1 The Transferor Company and the Transferee Company shall be entitled to declare and pay dividends, whether interim and/or final, to their respective shareholders prior to the Effective Date in the ordinary course of business. Any other disbursement (including by way of bonus issuance) by the Transferor Company shall be recommended/ declared by obtaining the consent of the Transferee Company.

13.2 It is clarified that the aforesaid provisions in respect of declaration of dividends, whether interim or final, are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Company or Transferee Company to demand or claim any

14 I 18

34

14

() -S�J!.. ;,· ,?J >dividends which, subject to the provisions of the Act, shall be entir � � discre!i��! tht\\Board of the Transferor Company or Transferee Company and su e�f,' .wh�r�v�rl'rietessaty, \\ I 1.ir,..•,�r-' .,,,<f;,.,-··.- •, 1·, to the approval of the shareholders of the Transferor Company or {\

. ��er

..

· �."��f,�.�;.;r j :v,� .t\\

, #-•''-' -·",... .. I .... /J SAVING OF CONCLUDED TRANSACTIONS \\.

_ __ ,.___ .· L

.;:.·

:::\\;�i /' "J 1/

°t\\-� ,.. � ... ::,,. 'I The vesting of the undertaking of the Transferor Company as abov:�J�fO�(an�� proceedings by or against the Transferor Company shall not affec�� or proceedings already concluded on or after the Appointed Date till the Effective Date in accordance with this Scheme, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of the Transferee Company.

15. CHANGE IN OBJECT CLAUSE OF TRANSFEREE COMPANY

15.1 With effect from the Appointed Date, and upon the effectiveness of the Scheme, the main object clause of the Memorandum of Association of the Transferee Company shall be deemed to be altered and amended, without any further act or deed, to include the objects as required for the purpose of carrying on the business activities of the Transferor Company, pursuant to the applicable provisions of the Act. Accordingly, the Memorandum of Association of the Transferee Company shall be altered and amended and necessary revisions in numbering of the clauses inserted shall be carried out.

15.2 The following clause shall be added to the main object of the Memorandum of Association of the Transferee Company and shall read as under:

Memorandum of Association - Clause 3rd a)

"2. To carry on the business of design, planning, building, development, engineering, erecting, marketing, import, export, purchase, sale, transfer, lease, assemble, install, commission, maintain, repair, operation, trading, transmission, manufacture, investment, investigation, research, consultancy management of power transmission towers, antennae, transmitters, insulators, conductors and all kinds of equipment required in generation, transmission and storage ·of power and undertake turnkey contracts for erecting power distribution network, energy conversation projects and power houses plants and to carry on the business of generation, transm'ission, distribution, supply, storage, trade in power by conventional and nonconventional methods anc! to construct, establish, run power stations."

' ,

15.3 For the pllf'poses of the amendment in the Memorandum of Association of the Transferee Company as prdvided in this Clause, the approval of this Scheme shall also be deemed to be ap·proval_--fonnaking such change/ amendment in the Memorandum of Association of the Transf�ree Company and filing of the certified copy of this Scheme as sanctioned by the Tribunal, in terms of Section 230-232 of the Act and any other applicable provisions of the Act, together with the order of the Tribunal and a printed copy of the Memorandum of Association for the purposes of the applicable provisions of the Act and the Roe shall register the same and make the necessary alterations in the Memorandum of Association of the Transferee Company accordingly and shall certify the registration thereof in accordance with the applicable provisions of the Act.

15.4 The Transferee Company shall file with the RoC, all requisite forms and complete the compliance and procedural requirements under the Act, if any.

1s I 1s

35

16.

16.1

16.2

"' (.\. R }4"

1/--,:-. . 01 .. � ·- � ' '214

COMBINATION OF AUTHORISED SHARE CAPITAL ' :(::;;;;:!::} ) Upon the Scheme becoming effective, the authorised sh .. tiiplt�+otthe:�an).tiror Company

. • I · .i ··�' f ' 'I .-"/._

will get amalgamated with that of the Transferee Company · q�: pa,�.,t:of any additionalfees and duties as the said fees have already been paid. The au"th6rlseffshare capital of theTransferee Company will automatically stand increased to that effect by simply filing the requisite forms with the Registrar of Companies and no separate procedure or instrument or deed or payment of any stamp duty and registration fees shall be required to be followed under the Act.

The existing capital clause V contained in the Memorandum of Association of the Transferee Company shall without any act, instrument or deed be and stand altered, modified and amended pursuant to Sections 13, 61 and 64 of the Act and Section 232 and other applicable provisions of the Act, as set out below:

Memorandum of Association

"The Authorised Share Capital of the Company is Rs. 17,532,800,000 (Rupees One Thousand Seven Hundred and Fifty Three Crore Twenty Eight Lakh Only) divided into 6,380,000,000 (Six Hundred and Thirty Eight Crore Only) Equity Shares of Rs. 2/- (Rupees Two Only), 470,000,000 {Forty Seven Crore Only) optionally convertible redeemable preference shares of Rs. 10/(Rupees Ten Only) and 36,400,000 (Three Crore Sixty Four Lakhs Only) redeemable preference shares of Rs. 2 [Rupees Two Only]. The Company shall have power to increase and/or reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such differential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of the Company for the time being and vary, modify or abrogate any such rights, privileges and/or conditions in such manner as rryay be permitted by the Articles of the Company or the Legislative provisions for the time being in force in that behalf"

' \ ,,1 '

16.3 It is clarified that the approval of this Scheme under Sections 230 to 232 of the Companies Act, 4013 shall also he deemed to be approvals under sections 13, 61, 64 of the Companies Act, 2013 and other applicable provisions of the Act and any other consents and approvals required in this regard to give effect to the increase in authorized share capital. The filing of the certified copy of this Scheme as sanctioned by the Tribunal, in terms of Section 230-232 of the Act and any other applicable provisions of the Act, together with the order of the Tribunal and a printed copy of the Memorandum of Association for the purposes of the applicable provisions of the Act and the Roe shall register the same and make the necessary alterations in the Memorandum of Association of the Transferee Company accordingly and shall certify the registration thereof in accordance with the applicable provisions of the Act.

17. VALIDITY OF EXISTING RESOLUTIONS, ETC.

Upon the coming into effect this Scheme, the resolutions/ power of attorney of/ executed bythe Transferor Company, as are considered necessary by the Board of the TransferorCompany, and that are valid and subsisting on the Effective Date, shall continue to be validand subsisting and be considered as resolutions and power of attorney passed/ executed bythe Transferee Company, and if any such resolutions have any monetary limits approvedunder the provisions of the Act, or any other applicable statutory provisions, then said limitsas are considered necessary by the Board of the Transferee Company shall be added to thelimits, if any, under like resolutions passed by the Transferee Company and shall constitutethe aggregate of the said limits in the Transferee Company.

16 I 18

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18.

18.1

19.

DISSOLUTION OF THE TRANSFEROR COMPANY

GENERAL TERMS AND CONDITIONS

APPLICATION TO TRIBUNAL

The Transferor Company and the Transferee Company shall as may be required make applications and/or petitions under Sections 230 to 232 of the Act and other applicable provisions of the Act to the Authority for sanction of this Scheme and all matters ancillary or incidental thereto.

20. MODIFICATION OR AMENDMENTS TO THE SCHEME

20.1 On behalf of The Transferor Company and the Transferee Company, the Board of respective companies, may consent to any modifications or amendments of the Scheme and without prejudice to the generality of the foregoing, any modification to the Scheme involving withdrawal of any one or more of the Parties to the Scheme at any time and for any reason yi,_hatsoever, or to any conditions or limitations that the Tribunal may deem fit to direct or

,/'impose or which may otherwise be considered necessary, desirable or appropriate by both of ,:/,:: tflein (i.e. the Boards of the Transferor Company and the Transferee Company) and solve all · �. difficulties that may arise for carrying out the Scheme and do all acts, deeds and things

. :·�; . nec�ssar{for putting the Scheme into effect.

20.2 . For the purpose of giving effect to this Scheme or to any modification thereof, the Boards of ·the Transferor Company and the Transferee Company may give such directions includingdirections for settling any question of doubt or difficulty that may arise and suchdetermination or directions, as the case may be, shall be binding on all parties, in the samemanner as if the same were specifically incorporated in this Scheme.

20.3 The Transferor Company and the Transferee Company (by their respective Boards or such other person or persons, as the respective Boards may authorise) shall each be at liberty to withdraw this Scheme, in entirety, in case any condition or alteration imposed by the Tribunal or Appropriate Authority is unacceptable to them or as may otherwise be deemed expedient or necessary.

20.4 In the event of revocation/ withdrawal of the Scheme, no rights and liabilities whatsoever shall accrue to or be incurred inter-se the Transferor Company and the Transferee Company or their respective shareholders or creditors or employees or any other person save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or in accordance with the applicable law and as agreed between the Parties and in such case, each Party shall bear its own costs, unless otherwise mutually agreed.

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21.

21.1

21.2

21.3

21.4

21.5

22.

22.1

22.2

23.

CONDITIONS PRECEDENT TO THE SCHEME

�-· ��2,1 ., - �- .,

' ,,. ....... , ,t .. � ( 0 _!.!...:. i� �\

" .. / '-� " Unless othe�wise decided by the ��ard of the Transf�ror Company a __ " �,

1�':ZflI'it�:�:�:;::r \\�- \\

Company, this Scheme shall be cond1t1onal upon and subJect to: f, � l ,,'./-;\-\;'<.':•=:>;.\'.-:< ) -� Jl' ' \ .-.•• , .•. •.,./.: •·.. i ,,c:•, I/

The Scheme being approved by the requisite majorities in number and va1ffl�b�:S�ci�fa��'.

T

� ... ,<�::-;�:;:of persons including the respective members and/or creditors of the Transfe�\co�J1y--ang<,-::" °',f'

'"'•�- ,. •-'-"· � · . _.,. .. the Transferee Company, as may be directed by the Tribunal; "',:,-;'-.:. () S�,�:;,'�.,;;:;;;;.;�

The sanction and order of the Tribunal, under Sections 230 to 232 of the Act being obtained by the Transferor Company and the Transferee Company;

Certified copy/(ies) of the Order of the Tribunal sanctioning the Scheme being filed with the RoC by the Transferor Company and the Transferee Company;

Receipt of requisite consent, approval or permission of the National Electric Energy Agency (ANEEL), Brazilian Electricity Regulatory Agency as may be applicable; and

The requisite consent, approval or permission of Appropriate Authority which by applicable law or contract, agreement may be necessary for the implementation of this Scheme.

EFFECT OF NON-RECEIPT OF APPROVALS

In the event of any of the said sanctions and approvals referred to in the preceding Clause 21 not being obtain�d. and / or the Scheme not being sanctioned by the Tribunal before 31 December 2019 or such period or periods as may be agreed upon between the Transferor Company and the Transferee Company, the Scheme shall become null and void save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as may otherwise arise in law and in such event each party shall bear and pay its respective costs, charges and expenses in connection with the Scheme.

If any provision of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the Transferor Company and the Transferee Company through their respective Boards, affect the validity or implementation of the other provisions of this Scheme.

COSTS, CHARGES & EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of, or incurred in carrying out and implementing this Scheme and matters incidental thereto, (including stamp duty) shall be borne by the Transferee Company.

18 I 18

38

ll"IIIT A• 1

SR BC & CO LLP Chartered Accountants

The Board of Directors Sterlite Power Transmission Limited F-1, Mira Corporate Suites,1 & 2, Mathura Road, lshwar Nagar, New Delhi - 110065

Certificate for proposed Accounting Limited

C-401, 4th Floor Panchshil Tech Park, Yerwada ( Near Don Bosco School) Pune-411 006, India

Tel : +91 20 6603 6000

Fax : +91 20 6601 5900

(

Sterlite Power

1. This Certificate is issued in accordance with the terms of the Master Engagement Agreement(the "MEA") date April 20, 2017 and the Service Scope Letter (the "SSL") dated May 30,2018 which serves as an addendum to the MEA. Nothing contained in this Certificate, noranything said or done in the course of, or in connection with the services that are subject tothis Certificate, will extend any duty of care that we may have in our capacity of the statutoryauditors of any financial statements of the Company.

2. At the request of the management of Sterlite Power Transmission Limited, we have examinedthe proposed accounting treatment specified in Clause 11 of the Scheme of amalgamationof Sterlite Power Grid Ventures Limited (the "Transferor company") with Sterlite PowerTransmission Limited (the "Transferee company" or the "Company"), which are companiesincorporated in India under the provisions of the Companies Act, 2013 and the respective.shareholders and creditors (hereinafter referred to as the "Scheme") to confirm whether itis in compliance with the Indian Accounting Standards (Ind AS) specified under section 133of the Companies Act, 2013 ("the Act"), read with the Companies (Indian AccountingStandards) Rules, 2015, as amended.

3. The attached Scheme, is prepared by the Company which is required to be submitted by theCompany to the National Company Law Tribunal (NCL T) constituted under the Act andinitialled by us for identification purposes.

Managements' Responsibility

4. The responsibility for the preparation of the Scheme and its compliance witl1 the relevantlaws and regulations, including the applicable Indian Accounting Standards as aforesaid, isthat of the Board of Directors of the Companies involved in the Scheme.

Auditor's Responsibility

5. Pursuant to the requirements of the Act, our responsibility is to express reasonableassurance in the form of an opinion based on our examination and according to informationand explanations given to us as to whether the Scheme complies with the applicable IndianAccounting Standards prescribed under section 133 of the Act.

6. A reasonable assurance engagement includes performing procedures to obtain sufficientappropriate evidence on the reporting criteria. Accordingly, we have performed thefollowing procedures in relation to the Certificate:

i.

ii.

Read the draft Scheme and the proposed accounting treatment specified in paragraph 11 therein.

Validated the accounting treatment as described in paragraph 11 of the Scheme wi�c-; - /;�-�" accounting treatment as prescribed under Indian Accounting Standard (Ind AS) - :J,.Jzj \\ - _: L\ ,-;:�,Business Combinations. {¥-.. },, •, C,_\

SR BC & CO LLP. a L1m1ted LIab1l1ty Partnership with LLP Identity No AAB-431B Regd orrrce 22. camac Street. Block 'C', 3rd Floor, Kolkata-700 016

�I( lt1,:,,,_ /,··.�··:,.·,;

-�() - / \ ,\ '>/i

"::�Jecrn JN \ t'·\> ... �-~ --:: -, ::.;-:.._:--_;: /

39

SR BC & CO LLP ,'.;�:�,---::�-�'2n.tl Chartered Accountants 0',. • f., ;•:) ��r} .. (" � �---:.__t :.:P --.�, '/ ., .. .,,.,,-- ' ;,' \\

'/ ... :��// " ·<>"'�>\ ·}:{\ ¾

7. Our examination did not extend to any aspects of a legal or pr • riet1/dt1.at0h�,¢01/�rec)j in f1ilei .• .-.,·,. ·;\'•' - ,\"\�}-· ! i clause 11 of the draft Scheme. .,, \ ··;-i:.,:,fj•-0''..:,,.-. i l \ \ \;·i•(\.�_?;.:is /:::-; /4

8. We performed procedures in accordance with the Guidance Not \.01}·•gep6·rts.,oP •�frfJiJj' tesfor Special Purposes issued by the Institute of Chartered Accounta ,?-0�}nJti-a-:-_J'� CS.� anceNote requires that we comply with the ethical requirements of the Ccx!�ued bythe Institute of Chartered Accountants of India.

9. We have complied with the relevant applicable requirements of the Standard on QualityControl (SOC) 1, Quality Control for Firms that Perform Audits and Reviews of HistoricalFinancial Information, and Other Assurance and Related Services Engagements.

Opinion

10. Based on the procedures performed by us as described in point 6 above, and the informationand explanations given to us, the accounting treatment contained in the paragraph 11 of theScheme is in conformity with the applicable Indian Accounting Standards prescribed underSection 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015,as amended.

Restriction on Use

11. This certificate has been prepared at the request of the Company for submission to the NCLJ.It should not be used by any other person or for any other purpose. Accordingly, we do notaccept or assume any liability or any duty of care or for any other purpose or to any otherparty to whom it is shown or into whose hands it may come without our prior consent inwriting.

For S R BC & CO LLP

per Paul Alvares Partner Membership Number: 105754 Place of Signature: Pune Date: June 12, 2018

--- -------- ------------------------------- --- -

40

&.iftl •1-r A • &o

1. Equity Shareholders

S.No. Name:

1 Sterlite Power Transmission. limited {SPTL) 2 Mr. Ved Man! Tiwari (As a Nomfnee of SPTL) 3 Mr. Harsh Pinesh Shah(As a Nominee ofSPTL) 4 Mr. Amaretidranath ReddyTatimakula (As a Nominee of SPTL)5 Mr. Mohit Saxena .(As a Nominee ofSPTL) 6 Mr. Sai Kiran ·ohami (As a Nominee of SPTL) 7 Mr. Ramesh Sharma (As a Nominee of SPTL)

. .

TOTAL

2. Optionally Cohvertible Redeemable Preference Shares

S.No Name of ff older

1 Sterllte Power Transmission LimitedTOTAL

Certified to be true For Sterlit.e Power Grid Vent1.1res Limited

\C�V\ Kriti Nar�e"galCompany Secretary.ACS .. 18422

No. ofShares

1,243,52�,405

1

1

1

1

1

1

1;243,529,411

No. of Shares

454,552,553

454,552,553

Rt'gist�1"ed OJ'tice: 4thFloor, Godrcj:MH!ennium 9 Korcgnon !load, J'une, Maharashtra 41 lO0l JNDJA CJN: U33 l'.20PN2014PLC1723931 www;slcrlitcpowcr.com

41

St rt P er I e ower T ransm1ss1on lffil e , - , e 1ra . . L' 't d F I Th M' C orporate uites, , s war s· 1&2I h N agar,I ////Ster Mathura Road, New Delhi - 110 065, India +91 11 4996 2200 --

, ,,� "� �LIST OF EQUITY SHAREHO

?c� q!i. f' ITE POWER .. ' ,� IN I JUNE 29, 2018 0 /.� J, � - \\�l�-.?� _ ., "\j

'I -c:..""

/ �·"�' ...-.., ST1�P�E� TR

EQL 1-f(t I : �H��{;IN (1f,_

\ "\ ,.\ ... , ... _ ,,.,,

'�: �.l'c ! � {, ;� .,,,..11'

...... , .. �,, ,_ . .,,.�NSMISSION LIMITED �TTERN AS ON 29.06.2018

lite Po er

IMITED ON

%

S.Noi \ '"•'" ,.,.

'. . I,-" •• . .. It

, i �'- :·· r;: i\ '\-1:J .J ..., �-.... ..j ., C \ ,,y;o1,- -�11' / ,)_;J �svrlptlon _ _,,.·", .,<':i. Cases Shares shareholding

1 ClearinQ Members�, l/7"· ·;;..t \:'. �/ ,�,..1',,.

2 Employees ��-=::;;::;=?'

3 Promoter 4 HUF 5 Insurance Companies 6 Bodies Corporates 7 Mutual Funds 8 Nationalised Bank 9 NRI Non-Repatriation

10 Resident Individuals 11 Others

CERTIFIED TRUE COPY

For Sterlite Power Transmission Limited

Ashok Ganesan Company Secretary FCS- 5190

-- -

Total

21 2,289 30 3€ ,336

8 45,71E ,225

2102 511',123 1 31 ,185

775 1,20� ,269 2 : ,317 5 1� ,784

167 BE ,321 104,661 13,56, ,514

20 ! ,539107,792 61,18' ,902

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra- 411 00 I , IND! CIN: U74120PN2015PLC156643 I www.sterlitepower.com

0.01 0.06

74.71 0.84 0.05 1.97 0.01 0.02

0.14 22.18

0.01 100

42

i�"l811 A - la.. Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites,! & 2, Ishwar Nagar, Mathura Road, New Delhi - I 10 065, India +91 11 4996 2200

NON- CONVERTIBLE REDEEMABLE PREFERENCE SHARE (NCRPS) HOCDfNt3 PAT ERN AS ON 22.06.2018

S.No Name of the shareholder Clix Finance India Private Limited

1


�a'IA.Q,k� Ashok Ganesan Company Secretary FCS- 5190

Cases Shares

1

Total 1

... �

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 4 I I 001, IND

CIN: U74120PN2015PLCl56643 I www.sterlitepower.com

100

100.00

43

Sterlite Power Grid Ventures Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, I ////Sterf ,·te PoMathura Road, New Delhi- 110 065, India +91 1149962200 !ff!

LIST OF SECURED CREDITORS OF STERLITE POWER GRID VENTURES LIMITED AS ON MAY 31, 2018

S. No. Vendor Name Amount

I AXIS BANK LTD 3,000,000,000

2 YES BANK LIMITED 400,000,000

Total

CERTIFIED TRUE COPY

�-�-An kit Poddar

Authorised Signatory ACS-25443

3,400,000,000

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra 41 I 00 I DIA CIN: U33120PN2014PLC1723931 www.sterlitepower.com

44

Sr No List of Secured Creditors

1 Exim - EOU-293:272

2 Birla Sun Life Asset Management Com

3 L & T FINANCE LTD

4 LEADER UNIVERSAL ALUMINIUM SDN BHD

5 TIANJIN GALFA METAL PRODUCT CO LTD

Total

CERTIFIED TRUE COPY


�a�Cvv? Ashok Ganesan

Company Secretary

FCS-5190

Amount

1,200,000,000

3,263,500,000

6,100,000,000

157,996,195

23,467,483

10,744,963,679

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA CIN: U74120PN2015PLCl56643 I www.sterlitepower.com

22.r .....litePower

DON MAY

45

�Vl �e of Unsecured Creditor Amount

1 KEC INTERNATIONAL LIMITED-SUPPLY 748,356, p75.74

2 MOSDORFER INDIA PVT LTD 33,976,7 )4.55

3 STERLITE POWER TRANSMISSION LTD 1,152,17 6,905.98

4 STERLITE POWER TRNAMISSION LIMITED 119,318, !B2.33

5 FCM TRAVEL SOLUTIONS ( INDIA) PVT L 3,051,17 !1-.00

6 G4S FACILITY SERVICES INDIA PVT LTD 35,593.4f1.

7 KEC INTERNATIONAL LTD 194,203, 399.70

8 KAMAL S JAIN & ASSOCIATES 1,620.00<

9 ONE TIME VENDOR-(SERVICES)PTB-RAKHO 597,519 99

10 CHEEMA TOURS & TRAVELS 1,257.7E

11 MATRIX CELLULAR (INTERNATIONAL) SER 3,835.71

12 MS MNEC CONSULTANTS PVT LTD 120,091 00

13 OM TOUR & TRAVELS 147,746 81

14 TATA COMMUNICATIONS LTD 328,466 12

15 GOLDEN SPIKE TRAVELS 6,213.2

16 SBICAP TRUSTEE COMPANY LTD. 79,750.( 0

17 NANDAN STEELS AND POWER LTD 425,709 39

18 MPOWER INFRATECH INDIA PVT LTD 937,4OS 00

19 GEOINFOSYS TECHNOLOGIES 2,329,0 '6.30

20 TATA PROJECTS LTD 421,44 .00

21 SHREYAS CIVIL ENGINEERING 70,949, 044.81

22 ASSOCIATED POWER STRUCTURES PVT LTD 1,382,7 n.oo

46

Sterlite Power Grid Ventures Limited, F-1, The Mira Corpora It� I ff rsrr ar, I M°"'= Rood, N= DelM - I IO 065, 1-,;, ""11 11 49% 2 "'�

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TEAMLEASE SERVICES PVT LTD

RANK TRAVELS

Link Leqal

BHARTI AIRTEL LTD

LARSEN & TOUBRO LTD

LARSEN & TOUBRO LTD

LARSEN & TOUBRO LTD

MS SPACE MATRIX DESIGN CONSULTANT

AKSHAT SURVEY & ENGINEERING

S R B C&CO LLP

Kuldio Rai Suri

SKY LARK TRANSPORT SERVICE

RAJ DISTRIBUTORS

MAPS GEOSYSTEM

KEC INTERNATIONAL LTD

B D SECURITY PVT LTD

IR CLASS SYSTEMS & SOLUTIONS PVT LTD

SUN SHINE INTERNATIONAL SERVICES /

12,287. 2i

1,380,3 OP.00

329,922 .PO

2,812,5 OJ.00

132,626 .10

1,042,16 1.84

102,096 .33

248,079 .152

17,236.CO

236,855 [70

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423,322 854.71

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UNITECH POWER TRANSMISSION

ESS ESS I ENTERPRISES


I N CONSTRUCTION PVT LTD

BURNS & MCDONNELL ENGINEERING

RIYAZ AHMED RATHER

SAi EDUAGE CONSULTANTS PVT LTD

TATA PROJECTS LTD

TATA PROJECTS LTD

TATA PROJECTS LTD

TATA PROJECTS LTD

UNITECH POWER TRANSMISSION LTD



TARANJEET SINGH RISSAM

TATA PROJECTS LTD

TATA PROJECTS LTD

UNITECH POWER TRANSMISSION LTD


THE SURYAA NEW DELHI


ERNST & YOUNG LLP

RAMAVATH ELECTRICALS /,

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48,195.OP

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36,129,2 BO.OO

45,753,C 171.64

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27,895,� 29.94

35,959,J 67.00

54,671.' 5

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NANGING ELECTRIC GROUP CO LTD

ERICKSON INCORPORATED

COLOUR BAR COMMUNICATIONS

GE T&D INDIA LTD

Forest Control Account Shooian

TSTRANSCO

BUREAU VERITAS INDIA PVT LTD

CANON INDIA PVT LTD

S M 1 CONSTRUCTION

JONES LANG LASALLE PROPERTY

RAVINDER TOUR AND TRAVELS

Egon Zehnder International Pvt.Ltd

SPATIAL PLANNING & ANALYSIS

KHAITAN & CO LLP

VINAY CONSTRUCTION COMPANY

HBB CORPORATION

RAKESH SINGH

M S ELECTRONICS

.. SHABBIR HUSSAIN

CURRY HOME

TRANSRAIL LIGHTING LTD

R K INDUSTRIAL CORPORATION

MINDMAP INTEGRATED COMMUNICATIONS

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7,769,1�15.41

109,135 148.00

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ASKEHS ENGINEERING & CONSUL*Ntf�°>-. ':r , .. , \�--<:·"'--�// 337,341 92

HIRWANI TRAVELS 45,441.ihO

SAURABH TRAVELS 44,154.10

ANAND CATERERS 308.87

KEC INTERNATIONAL LTD 121,8O1L426,15

LARSEN & TOUBRO LTD 229,79;; 76

LOTUS VALLEY TECHNOLOGIES PRIVATE 71,886. �o

LOGIMETRIX TECHSOLUTIONS PVT LTD 260,40( .00

MAN WICK ELECTRICALS PVT LTD 351,24:: .51

LEAP INFRAASYS PVT LTD 627,12�.oo

EPC SOLUTIONS LLP 1,219,1150.00

MATRIX FOREX SERVICES PVT LTD 1,468,8 1.00

VISHI RAIL INFRA PVTL TD 56,502.00

WATER WELL DRILLERS 154,85� .05

VEN CONSUL TING INDIA PVT LTD 208,31( .76

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LARSEN & TOUBRO LIMITED CIVIL 36,O79,b59.59

RELIANCE COMMUNICATIONS LTD 23,600.1:10

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BAROWAT BUILDERS 871,09 •. 94

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OADRI ENTERPRISES 897,211 .00

RYYM ENGINEERS PVT LTD 19,O43.bO

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AB REHMAN ZARGAR

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AERIZONE CREATIVE LABS PVT LTD 317,01( .00

LOGIC MAPPING & IT SOLUTIONS 48,300. 0

ANJAN TOWER TECHNOLOGIES 26,549.tlO

ORAVEL STAYS PVT LTD 5O,OOO.DO

HEWLETT PACKARD FINANCIAL 49,782.00

CLEARTRIP PACKAGES & TOURS 303,07• .33

JINDAL RECTIFIERS 1,261,851.00

THE BOSTON CONSULTING GROUP(INDIA) 36,000, tlOl.6O

TATA PROJECTS LTD (Supply) 242,47, ,518.47

RPM ENTERPRISES LTD 272,70 .40

SAIF ENTERPRISES 12,116.bO

MRS ARCHANA PRABHU 28,OOO.bo

FACEBOOK IRELAND LTD 98,817.60

FORTUNE INN RIVIERA 7,845.ob

YOJANA HR CONSULTANCY 48,861.i74

DEEPAK PHOTOCOPY CENTRE 8,558.8fi

LARSEN & TOUBRO LIMITED SUPPLY 8,582,781.00

FRESH AND HONEST CAFE LIMITED 10,479.bO

KEC INTERNATIONAL LTD 14,682,b74.55

N & N CHOPRA CONSULTANTS PVT LTD 339,41 .00

ABC CONSULTANTS PVT. LTD. 86O,4O1�.oo

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MARGDARSHAN MANAGEMENT& MEASUREMENT

CBRE SOUTH ASIA PVT LTD

SMl CONSTRUCTION

FCM TRAVEL SOLUTIONS INDIA PVT LTDD

ORIX AUTO INFRASTRUCTURE SERVICES



ORIX. AUTO INFRASTRUCTURE SERVICES LTD.

ACCENTURE SOLUTIONS PVT LTD

CAREERNET TECHNOLOGIES PVT LTD

CUSTOMIZED ENERGY SOLUTION INDIA

MERCER CONSULTING (INDIA) PVT LTD.

ATUL CONSTRUCTION CO

TUV SUD SOUTH ASIA P LTD

MS TRANSS ENERGGY

TREEBO CONCLAVE RIVIERA

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174 ABHAY KUMAR SINHA

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176 MAIYAA TRAVELS & SERVICES

177 THE WESTIN SOHNA GURGAON RESORT &

178 GUPTA RESORTS

179 TREEBO AMBER

180 APAR INDUSTRIES LTD

181 EAST NORTH INTERCONNECTION COMPANY

182 STERLITE DISPLAY TECHNOLOGIES PVT L

183 MAHESHWARAM TRANSMISSION LTD

184 ODISHA GENERATION PHASE II

185 KHARGOAN TRANSMISSION LTD

Total

CERTIFIED TRUE COPY

Ankit Poddar

Authorised Signatory

ACS25443

472,120 00

55,828. 8

2,103,7 1.55

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra 411001 INDIA CIN: U33120PN2014PLCI 72393[ www.sterlitepower.com

53

&:1"1 •11 A • IC,

Sterlite P ower Transmission Limited, F-1, The Mira Corporate Suites,! & 2, IshwarNagar,Mathura Road, New Delhi- I IO 065, India +91 I I 4996 2200

�q� 11/IISterl te Power

LIST OF UNSECURED CREDITORS OF STERLITE POWER TRANSMISSIONMAY 30, 2018

Sr No

1

2

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

Vendor Name Amt

VEDANTA LTD 3,346,410,437 ,.,

�v'., _.,..-•

CTC GLOBAL CORPORATION 444,735,884 A ()/ MAN STRUCTURAL$ PVT LTD 266,024,109

1/ � ;;.,ii

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GLENCORE INTERNATIONAL AG 241,161,064 �' \\ ·� c:; ·

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MAILLEFER EXTRUSION OY 211,796,279 .. .,_

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MPOWER INFRATECH INDIA PVT LTD 195,601,666

Vedanta Limited 126,886,571

PRESTRESS STEEL LLP 106,074,693

SICAME INDIA CONNECTORS PVT LTD 87,392,157

RATLAM WIRES PVT LTD 68,225,246

ENCORP POWERTRANS PVT LTD 46,265,538

TAG CORPORATION 40,869,670

BHARAT ALUMINIUM COMPANY LTD KORBA 39,714,207

BALAJI WIRES PVT LTD 39,261,718

GLOBUS STEELS 29,296,586

DECCAN ENTERPRISES LTD 28,596,935

TES TRANSCO CONSTRUCTION 27,386,692

VERITAS INDUSTRIES PVT LTD 25,446,479

INLAND WORLD LOGISTICS PVT LTD 24,227,109

KU Polymers & Chemicals Limited 23,387,468

HIGH TENSION ERECTORS LTD 22,436,972

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-41 I 001, INDIA CIN: U74120PN2015PLC156643 I www.sterlitepower.com

54

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi - 110 065, India +91 11 4996 2200

ttlr I ////Sterl te Power

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

42

43

44

GOLDSTONE INFRATECH LTD 21,906,252

UNIVERSAL POLYCHEM INDIA PVT LTD 21,461,501

DOW EUROPE GmbH 20,761,390

KRSNA TRANSMISSION HARDWARE MFG PVT 18,871,248

BANSAL POL YPLAST PVT LTD 18,276,326

SAMIN ENGINEERING & TRADING 18,209,072

MOSDORFER INDIA PVT LTD 17,143,017

SCOTTISH CHEMICAL INDUSTRIES 16,210,580

TATA STEEL LIMITED 16,013,749

NANDAN STEELS AND POWER LTD 14,817,710

MITHRRA POWER ENGINEERING 12,789,630

ON KAR NATH RAJEEV GUPTA 12,422,505

HANWHA CHEMICAL CORPORATION 11,238,552

Sarvodaya Wire Industries 11,202,181

EAST INDIA TRANSPORT AGENCY 11,075,612

SHREE OM SAi PACKAGING 10,486,091

MANOHAR LAL HIRA LAL LTD 10,443,357

TRANSRAIL LIGHTING LTD 10,175,388

GLITTER METALS PVT LTD 9,517,730

SANTALALL & BROTHERS 8,886,071

LIGHT & POWER ENGINEERS 8,559,951

R P CONSTRUCTION 8,487,680

HINDUSTAN ZINC LIMITED 8,313,993

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA

CIN: U74120PN2015PLC156643 I www.sterlitepower.com

1/

55

'2�6' Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites,! & 2, lshwar Nagar, Mathura Road, New Delhi - 110 065, India +91 11 4996 2200 I ////Sterl te Power

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

BAJRANG WIRE PRODUCTS INDIA PVT LTD 7,939,264

AMBE ENGINEERING 7,661,942

MAPLE ODC MOVERS PVT LTD 7,659,739

LYKOS INDIA PVT LTD 7,297,767

. NIRMAL WIRES PVT LTD 6,431,979

ROSHAN IMPEX PVT LTD 6,427,932

SNEHAM INTERNATIONAL 6,174,289

G POLYPLAST INDUSTRIES 6,095,699

SRI ENGINEERING & CONSULTANCY 5,992,952

SUPER SONIC CARRIER PVT LTD 5,503,190

J K CONSTRUCTION 5,323,157

BEST READYMIX CONCRETE 5,080,159

AMERI SOURCE ..

4,990,647

SRINIVASA ENGINEERING PROJECTS PVT 4,927,484

EAST WEST ROAD LINES 4,107,485

VIAAN STEEL WORKS & FABRICATION 3,761,236

K V PRATEEK ENTERPRISES 3,647,024

STURDY INFRATECH INDIA LLP 3,548,740

GE T&D INDIA LTD 3,540,321

BP ENTERPRISES LLP 3,440,180

SHONIK CABROLLS 3,313,723

TRANSONS OVERSEAS INDIA PVT LTD 3,082,056

VAAMAN ENGINEERS INDIA LTD 3,081,984

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 411 001, INDIA CIN: U74120PN2015PLCl56643 I www.sterlitepower.com

56

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road, New Delhi - I IO 065, India +91 I I 4996 2200

. �� I ////Sterl te Power

68

69

70

71

72

73

74

75

76

77

78

79

80

81

82

83

84

85

86

87

88

89

90

ALFA ENGINEERS

HITECH MACHINES

A S INFRA

SONY ASSOCIATE

MONGA FABRICATORS

HS POWER PROJECTS PVT LTD

TRANSON ENGINEERING PVT LTD

POLYMEQ MACHINES

SRN ENTERPRISES

CJ DARCL LOGISTICS LTD

ALFA WOODPACK PVT LTD UNIT II

ANANTA INFRATECH SOLUTIONS

THE IMPERIAL ELECTRIC COMPANY

MARUTI POLYMERS

SINGHAL INDUSTRIES PVT LTD---

MAKIN & ASSOCIATES

SHREYAS CIVIL ENGINEERING

PREMIER ROADUNES LTD- .. --

"·

: .... �,·

. '

. .

DALIAN KON FORM TECHNICAL COMPANY LT

Umiya wood industries

KPMG

NIEHOFF OF INDIA PVT LTD

DUGAR POLYMERS LTD

3,056,918

3,037,550

2,953,540

2,894,406

2,800,985

2,799,169

2,761,838

2,550,000

2,548,143

2,463,225

2,437,310

2,375,948

2,331,442

2,323,192

2,275,869

\ 2,200,698

2,192,382

.

2,092,330

2,076,247

2,065,286

2,054,700

1,936,741

1,918,140

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 4 I I 001, INDIA

CIN: U74120PN2015PLCl56643 I www.sterlitepower.com

57

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, lshwar Nagar,Mathura Road, New Delhi - 110 065, India +91 11 4996 2200

G.11-I I ////Sterl te Power

91

92

93

94

95

96

97

98

99

100

101

102

103

104

105

106

107

108

109

110

111

112

113

TELEGENCE POWERCOMM PVT LTD 1,902,047

KBM AFFILIPS BV 1,865,849

RUSSELL REYNOLDS ASSOCIATES 1,853,999

AVSL INDUSTRIES LTD 1,839,513

HINDALCO INDUSTRIES LTD 1,774,387

SANGEETA POLYPACK PVT LTD 1,677,096

MK INDUSTRIES 1,634,976

MS S V INDUSTRIES 1,576,839

PASSIONATE ENGINEERS PVT LTD 1,576,812

SAMARTH ENTERPRISE 1,515,723

ALPHA DIES 1,488,111

STEPON ENGINEERS PVT LTD 1,465,930

M GUPTA & COMPANY 1,457,803

CITLO VENTURES PVT LTD 1,439,582

FIFTH AVENUE PROMOTERS PVT LTD 1,411,437

ELITE ELECTRICALS 1,353,373

Sadi Investment & Trade Center 1,343,955

SHRI BALAJI SERVICE & SOLUTION 1,328,736

MAMA ENTERPRISES 1,229,646

COGNIZANT TECHNOLOGY SOLUTIONS 1,202,057

ASSOCIATED STEEL DRUMS 1,166,796

SRK MULTIMODAL SOLUTIONS PVT LTD 1,154,948

SOUTHERN ENGINEERING 1,129,128

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA ,tfi'CIN: U74120PN2015PLC156643 I www.sterlitepower.com � �

58

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi- 110 065, India +91 1149962200

2.1-r I ////Sterl te Power'

114

115

116

117

118

119

120

121

122

123

124

125

126

127

128

129

130

131

132

133

134

135

136

AIRMISTIC ENGINEERS P LTD 1,109,189

SH REE IT SOLUTIONS PVT LTD 1,036,370

SHOURYA FABRICATORS P LTD 1,001,468

SIDDHI VINAYAK LOGISTIC LTD 1,000,000

WELCOM CONTRACTS 971,393 I·

(� POWER SOLUTIONS 960,708 \ .,. �. \

ASBESCO (INDIA) PRIVATE LIMITED 957,935 \

SARASWATI ENGINEERING WORKS 948,837

SH REE JALARAM CHEM TRADE 935,410

VARUN TRADE & SERVICES 921,305

INDIAN ELECTRODS 910,465

INTEGRATED POLYMER PRODUCTS CO 881,943

SEAGULL MARITIME AGENCIES PVT LTD 874,856

KLM INTERNATIONAL 869,975

OPTERNA TECHNOLOGIES PRIVATE LIMITED 846,791

ISS SDB SECURITY SERVICES PVT LTD 828,074

BRAHMA ENGINEERING SERVICES 811,396

SANJAY PRODUCTS PVT LTD 799,934

GOLD OIL CORPORATION SILVASSA 764,133

MS SABRI TRADERS 760,345

S R B C & CO LLP 756,000

SAINI TRADING COMPANY 739,005

SIDDHI VINAYAK CONSTRUCTION 734,536

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA CIN: U74120PN20 15PLC156643 I www.sterlitepower.com

__ ---;-.-

59

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, l & 2, Ishwar Nagar,Mathura Road, New Delhi -110 065, India +91 11 4996 2200

R.>,(J I lll!Sterl te Power

137

138

139

140

141

142

143

144

145

146

147

148

149

150

151

152

153

154

155

156

157

158

159

ISPAT FABRICATION & ENGINEERING 693,000

LONGHOUSE CONSULTING UO 648,000

PREMIER ROAD CARRIER LTD 642,711

IBM INDIA DELHI 641,700

RASI ELECTRO TRANSMISSION PVTLTD 638,215

BOX BOARD PACKAGING 636,880

M/S KME GERMANY GMBH & CO KG 624,120

JAi SHREE GIRIRAJ ROADWAYS PVT LTD 621,659

SONY STEEL PACK PRODUCTS 606,613

FABTON INFRA PROJECTS 600,795

SIDDHI VINAYAK SAFETY 585,940

POOJA SALES CORPORATION 578,463

VIKRANT HEAT EXCHANGERS PVT. LTD. 566,720

HIND UDYOG PVT LTD 551,350

MAYURI ENTERPRISES 526,419

NEW LIGHT ENGG WORKS 523,943

MINEX METALLURGICAL CO LTD 523,006

GAZTECH ENGINEERING PVT LTD 521,048

CLEARTRIP PACKAGES & TOURS 517,486

SREE KRISHNA POWER 506,158

ASIA VIDHYUT 505,554

CBRE SOUTH ASIA PVT LTD 501,158

DUTTA SURVEYORS 499,627

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA r-J0 CIN: U74120PN2015PLC156643 l www.sterlitepower.com �\!11

60

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi - 110 065, India +91 11 4996 2200

160 M/S SPARK TECHNOLOGIES PVT LTD 465,790

161 SABARI ELECTRICALS 445,577

162 JINGALT ENTERPRISE 438,861

163 ESAR INFO INTERNATIONAL 424,050

164 IAES AUTOMATION 387,984

165 PERFECT INDUSTRIAL SERVICES 377,600

166 SHAMA GRAPHICS 375,650

167 GLOBAL PACKAGING 374,650

168 GEOINFOSYS TECHNOLOGIES 365,941

169 REFRACHEM CORPORATION 355,948

170 UNIVERSAL ENTERPRISE 353,911

171 OPTERNA TECHNOLOGIES PVT LTD 343,144

172 SS CORPORATION 339,762

173 VIJAY ENGINEERING TECHNOLOGIES 333,326

174 DAIDO KOGYO CO LTD 331,793

175 CABLE TECH MACHINES 325,000

176 UNION ROADWAYS CORPORATION 322,620

177 SUN PACKAGING SYSTEM 322,027

178 TENON FACILITY MANAGEMENT INDIA PVT 321,646

179 JAi MAATADI SAi ENGICONS 306,930 ,,

,,

180 DEV ENGINEERS 300,983

181 AQSA ENGINEERINGWORKS 296,335

182 DEEP TRADING CO 296,127

2>,/III/Sterl te Power

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 411 00 I, INDIA CIN: U74120PN2015PLC156643 I www.sterlitepower,com

61

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar,Mathura Road, New Delhi - 110 065, India +91 11 4996 2200

211, I ////Sterfr, e Power

183

184

185

186

187

188

189

190

191

192

193

194

195

196

197

198

199

200

201

202

203

204

205

METRIC TELECOM NETWORKS PVT LTD 294,752

NANDAN PETROCHEM LTD 293,643

BHAVANI ENTERPRISES 288,646

SARVOTTAM UDYOG 288,200

SH REE JAGANNATH ENTERPRISES 284,092

METALICAS AND ELECTRICALS MELEC S A 276,106

SWAIN TRAVELS 275,172

S PATEL INDUSTRIAL PRODUCTS 268,866

BHAKTI METAL & ELECTRICAL 259,718

DSV Air and Sea Pvt Ltd 259,052

ELECTROTHERM ( INDIA ) LTD 258,188

STORES & SPARES CO 255,709

REYNOLD INDIA PVT LTD 247,500

SHREE ENGINEERING 245,440

JR FIBREGLASS INDUSTRIES PVT LTD 240,000

INTERARCH BUILDING PRODUCTS PVT LTD 237,750

KAR MASH EEL 237,312

SHREE SAi PACKAGING 228,271

BELLS INSULATIONS PVT LTD 226,614

PANDA TRADERS 217,539

SECURITY & INTELLIGENCE SERVICES 213,937

KARVY COMPUTERSHARE PVT LTD 212,016

INFOTEK SOFTWARE & SYSTEMS (P) LTD 205,320

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 411 001, INDIA

CIN: U74120PN2015PLCI56643 I www.sterlitepower.com

62

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites,! & 2, Jshwar Nagar, Mathura Road, New Delhi - 110 065, India +91 11 4996 2200

'2J.r.1 I ////Sterl te Power

206

207

208

209

210

211

212

213

214

215

216

217

218

219

220

221

222

223

224

225

226

227

228

ANNPURNA ELECTRICALS PVT LTD

ACCUTIME TRUCKING SOLUTIONS PVT LTD

BHARATIYA ROADLINES PVT. LTD.

BLR LOGISTIKS (I) LTD

MVS ENGINEERING PVT LTD

UNION ROADWAYS LTD

VB GOLDEN LOGITECH PVT LTD

POWER SOLUTION

NINE PROJECTS PVT LTD

SHIV ALUMINIUM

V S GROUP

NILESH PIMPALKAR CONSULTANCY

MALIK CRANE SERVICE

MATRIX FOREX SERVICES PVT LTD

CONTINENTAL THERMAL ENGINEERS

FINE MACHINE SALES & SERVICE

MARUDHAR REFRACTORIES

RAHUL AGENCIES

TANISH ENGINEERING

Thomson Reuters India Private Limit

HARi OM ENGINEERING WORKS

KALPDEEP MACHINERY

NARESH STORE

203,701

200,000

200,000

200,000

200,000

200,000

200,000

199,804

198,054

195,701

195,540

193,804

192,851

190,576

186,604

184,590

179,558

179,339 _ ,

176,372

174,996

172,737

171,914

167,163

'<",, ,-

·<-�:,. :.:.:>-, ____ ,, -

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 4 I I 001, INDIA CIN: U74120PN2015PLCl 56643 I www.sterlitepower.com

63

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi -110 065, India +91 I I 4996 2200

121,/lf I ////Sterl . e Power

229

230

231

232

233

234

235

236

237

238

239

240

241

242

243

244

245

246

247

248

249

250

251

MANWICK ELECTRICALS PVT LTD 152,947

SHRI GANESH TRADING CO 150,406

S & A ENTERPRISES 150,152

CARL BECHEM LUBRICANTS INDIA 148,680

LYNX COMMUNICATIONS & SERVICES 148,554

SAMA CONSULTANCY SERVICES LLP 146,210

AJEX & TURNER WIRE DIES COMPANY 143,910

SALVI & C SPA 142,941

ENERGY ZONE 142,343

KESHARI ENTERPRISES 140,795

REW INDIA INSTRUMENTS 139,563

PACIFIC DYNAMICS 139,000

PIONEER FABREELS 135,770

ARKAY SALES 134,984

NIRMAL ENGINEERING 134,550

Jyoti Prabha Enterprises 131,950

BALAJI ENTERPRISES 131,339

Agrawal Metal Works Pvt Ltd 130,769

SAFEX ELECTROMECH PVT LTD 127,510

YATI ENTERPRISES 123,599

SHRI SAi KRUPA ENTERPRISE 122,597

BOMBAY STATIONARY MART 120,531

GLOBAL HI TECH SOLUTION 119,735

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA

CIN: U74120PN20l5PLCl56643 I www.sterlitepower.com

64

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites,! & 2, Ishwar Nagar, Mathura Road, New Delhi - 110 065, India +91 I I 4996 2200

, 24.,r I lll!Sterl te Power

252

253

254

255

256

257

258

259

260

261

262

263

264

265

266

267

268

269

270

271

272

273

274

SHAKUN POLYMERS LIMITED 115,050

FIRST FLIGHTS COURIERS LTD 110,644

CYGNUS INFORMATION SERVICES 109,952

SHYAM FILLING STATION 109,792

EPI ENGINEERING AND PROJECT INDIA PVT 109,209

RAVINDER TOUR AND TRAVELS 108,661

MURARI LAL SHEKHER CHAND JAIN 108,464

CITY FABRICATORS 107,748

NITYA LOGISTICS 105,654

SPARSH ARCHITECT 105,346

BLUE DART EXPRESS LTD 103,007

SHINY SHIPPING & LOGISTICS PVT LTD 102,488

ALBA TEXTILES WASTE 101,587

INDORE COMPOSITE PVT LTD (PITAMPUR) 100,864

CWICK CARGO CARRIERS PVT LTD 100,450

MJUNCTION SERVICES LTD 100,000

SHAH ENTERPRISE 98,903

AMBROSIA RESORTS 96,381

LEGION ENERGY 96,264

ANAND ELECTRICALS 96,170

JOGINDRA ENGINEERING WORKS PVT LTD 95,000

MAHADEV ENTERPRISES 91,047

ROFIN BAASEL LASER INDIA PVT LTD 89,620

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA CIN: U74120PN2015PLC156643 I www.sterlitepower.com

65

�l Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites,! & 2, Ishwar Nagar,Mathura Road, New Delhi - 110 065, India +91 11 4996 2200 I ////Sterli e Power

275

276

277

278

279

280

281

282

283

284

285

286

287

288

289

290

291

292

293

294

295

296

297

JAYNA LOGISTICS PVT LTD 88,500

GANESH TOUR & TRAVELS 87,342

Swati Agencies 86,676

NAPPOO HI COMMAND 85,220

GUJARAT ENVIRO PROTECTION 85,188

MAYFAIR MACHINE KRAFT PVT LTD 85,000

SAi RAM ENGINEERING WORKS 84,335

NATIONAL ELECTRICALS 84,000

VINAYAK ENGGINEERING SERVICE 83,598

SHREE RAM PETROLEUM 83,120

JYOTI ENGINEERING WORKS 81,989

Ernst & Young LLP 81,000

SPACE STRUCTURAL 79,566

ASIS MUKHERJEE 79,000

MAHTO TRAVELS 78,847

NATIONAL SECURITY SERVICE 78,796

JAY AMBE ENTERPRISE 78,549

Symbiosis Strappings Pvt. Ltd 72,865

NM PATEL & ASSOCIATES 72,583

BUREAU VERITAS INDIA PVT LTD 72,076

KAILASH SALES CORPORATION 71,862

10 MINUTES TO 1 70,200

SINGH ASSOCIATES LEGAL CONSULTANTS LLP 70,200

R,g;stered Offi�, 4th Floo,, Godrej Mill=iom, 9, K""'= Rood, Pone, M"""'htra · 411 001, ' CIN: U74120PN2015PLC156643 I www.sterlitepower.com

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66

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road, New Delhi -110 065, India +91 11 4996 2200

2.J..,, I ////Sterl te Power

298

299

300

301

302

303

304

305

306

307

308

309

310

311

312

313

314

315

316

317

318

319

320

3M ELECTRO & COMMUNICATION INDIA PV 70,132

Tata Teleservices Ltd. 69,600

PRASAD GWK COOLTECH PVT. LTD. 69,266

Pinnacle Human Resource Pvt Ltd 68,769

HIND CARRIERS PVT LTD 64,500

VIKRAM TRANSPORT SERVICES 64,500 \\ I'

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GAGAN PROJECTS PVT LTD 63,800

UTTAM STATIONERS 63,067

MITTAL PROCESSORS PVT LTD 61,800

SUN STATIONERY & SAFETY 60,703

TENON FACILITY MANAGEMENT INDIA 60,593

GOOD FOOD CONCEPT 60,180

P K ENGINEERING WORKS 60,086

MARUTI FERROUS PVT LTD 60,000

EXCEL HEATERS 59,878

GLOBAL ENVIRO ENGINEERS 59,500

ADECCO INDIA PVT LTD 59,287

ENVOLTA SYSTEM 59,000

SHINDE ENTERPRISES 58,340

SHAMSHAD ART WORK 56,522

NATH ENTERPRISES 55,127

HIRAL CHEMICALS 53,735

KAMAL STATIONARY MART 53,534

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA CIN: U74120PN2015PLC156643 I www.sterlitepower.com

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67

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar,Mathura Road, New Delhi -110 065, India +91 11 4996 2200

21-,8 I ////Sterli. e Power

321 KATEEL ENGNEERING INDUSTRIES 53,466

322 STAR TESTING SYSTEMS 53,100

323 SAi EQUIPMENTS 52,650

324 GREENIFI TECHNOLOGIES 51,717

325 S M ENGG & ELECTRIC WORKS 51,524

326 VANDANA ELECTRICALS 51,458

327 VIJAY PLASTIC HOUSE 50,924

328 P S ENTERPRISES 49,800

329 RAJESH HARDWARE STORES 49,747

330 KATEEL ENGINEERING INDUSTRY (P) LTD 49,273

331 UMIYA TIMBER INDUSTRIES 48,580

332 INTECH SERVICES 47,501

333 JAGDAMBA TRADING COMPANY 47,289

334 GODAVARI INDUSTRIAL SOLUTIONS 46,992

335 CONTINENTAL TRANS TECH PVT LTD 46,229

336 PAVAN ENTERPRISES 46,178

337 ASKEHS ENGINEERING & CONSULTANTS 45,839

338 VISHVAKARMA ENGINEERING WORKS 45,806

339 CAPITOL VISAGE 45,630

340 MS SHREEJI WELD INDUSTRIES 45,430

341 POWERCARE ENGINEERS 45,123

342 SONY ENTERPRISES 45,000

343 ROFIN SINAR LASER GMBH 44,502

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA CIN: U74120PN2015PLCl 56643 \ www.sterlitepower.com

68

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi - I IO 065, India +91 11 4996 2200 I ////Sterf te Po�,

344

345

346

347

348

349

350

351

352

353

354

355

356

357

358

359

360

361

362

363

364

365

366

Magarpatta Township Development and 44,056

CAST WELL INDIA 43,491

SAHA AGENCIES 43,235

EN PRO ENVIRO TECH AND ENGINEERS 42,574

PUNJAB CRANE SERVICE 42,354

TODAY HOTELS NEW DELHI PVT LTD 41,688

FEEDBACK COMMUNICATION PVT LTD 41,400

M K ENTERPRISES 41,201

OM ENGINEERING CORPORATION 40,909

MAHARANA TRAVELS 40,592

NAGAR HAVELI PERFUMES & AROMATICS 40,500

APERAM ALLOYS IMPHY SAS 40,474

S G CRANE & FORKLIFT SERVICE 40,342

AKSHAT GRAPHICS 39,561

DHARMESH ENGINEERING WORKS 38,704 ..

. .

RAJESH & COMPANY 38,491. ... _ .,,

NATIONAL COOLING TOWERS '38;350 ·,:· '

ANDHRA MACHINE INDUSTRIES 38,250

KRISH KAL ENTERPRISES 37,901

GALA PLASTIC PRODUCTS 37,679

LOHAR ENGINEERS 37,331

ELECTROMECH MATERIAL HANDLING 36,650

NOVELTY STATIONERY & COMPUTERS 35,958

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, IN

CIN: U74120PN2015PLCI56643 I www.sterlitepower.com

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Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi - 110 065, India +91 I I 4996 2200

367 J M INST O MECH 35,400

368 TAVISHA HOSPITALITY PVT LTD 35,387

369 EXPERT REFRIGERATION 35,300

370 MULLICK ENTERPRISE 35,100

371 RAJ CONSTRUCTION 35,002

372 NAMASKAR ENGINEERING WORKS 34,880

373 SAMBEET TOOLS AND EQUIPMENTS 34,583

374 KEDIA & SONS 34,560

375 AM BICA SCIENTIFIC INDUSTRIES 34,324

376 SRUTI ASSOCIATES 34,141

377 NATIONAL FIRE SERVICE 33,737

378 SAHYADRI DIESELS 33,507

379 JAKSON ENTERPRISES PVT LTD 33,202

380 INDIA BEARING & TOOLS 32,568

381 T M TRADERS 32,559

382 PRATIBHA ENTERPRISES 32,379

383 MULTISPAN CONTROL INSTRUMENTS,PVT L 32,297

384 MS VANSHI HOTELS 30,973

385 OSSIS 30,931

386 ALERT ENTERPRISES PVT LTD 30,884

387 AMINABEN SULEMAN RATHOD 30,000

388 CHOUDHURY ENGINEERING WORKS 29,700

389 PARSHVA ENTERPRISE 29,158

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Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi -110 065, India +91 11 4996 2200

: 2' ' I ////Sterl te Power

390

391

392

393

394

395

396

397

398

399

400

401

402

403

404

405

406

407

408

409

410

411

412

ORIENT ENTERPRISE GUJ PVT LTD 29,068

GANDHI ENGINEERING WORKS 28,929

SYNERGY THRISLINGTON 28,685

TECHNOFAB ENGINEERING & PROJECTS 27,916

MAHALXMI ELECTRICAL&HARDWAR STOERE 27,347

ARYA ENTERPRISES 27,096

ROYAL ELECTRICALS TRADING CO 27,075

Rawat Enterprises 25,661

SWASTIK ENTERPRISES 25,595

M Z HUSSAIN 25,557

THE MINERAL & CHEMICAL CORPORATION 25,103

ANANT ENTERPRISES 25,000

NAVKAR TRADERS 24,640

UTKAL VARIETY STORES 24,321

SH REE ANGAD INDUSTRIAL CORPORATION 23,062

SPM UDYOG 22,795

MAHARANI INDUSTRIAL EQUIPMENT 22,165

RISHON MACHINES PVT LTD 22,145

KAAJAL ENTERPRISES 21,780

AUM PLASTIC MART PVT LTD 21,240

A&A CONTAINER CONVERSIONS 21,000

SIGMATECH AUTOMATION 20,889

DEV INTEGRATED SERVICES 20,869

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, CIN: U74120PN2015PLCJ56643 I www.sterlitepower.com

71

2'L. Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites.I & 2, Ishwar Nagar,Mathura Road, New Delhi - I JO 065, India +91 I I 4996 2200 I ////Stern e Power

413

414

415

416

417

418

419

420

421

422

423

424

425

426

427

428

429

430

431

432

433

434

435

MAX SPARE LTD 20,234

RAJPAL ENGINEERING WORKS 19,746

RAJAT METAL INDUSTRIES 19,728

DEEP TRADERS 19,470

DEEPWELD AGENCIES 18,927 '

RIGHT CHOICE PRINTERS 18,607

'i

JET COMPUTRONIX 18,526 ,i

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MANJARI ENTERPRISES 18,290

SANEHILAL MULCHAND GOYAL 18,000

ARUSH SWITCHGEAR$ 17,797

ORIX Auto Infrastructure Services 17,763

HOTEL TRINITY GRAND 17,700

VIMAL ELECTRIC CORPORATION 17,464

QUALITY COUNCIL OF INDIA BOARD NABL 17,004

ROYAL TRADING CO 16,688

KAMAT HOTELS INDIA LTD 16,640

DEEPAK AIR CONDITION ALLIED SERVICE 16,614

SUDARSHAN ACIDS & CHEMICALS 16,568

JAi BALAJI OXYGEN PVT LTD 16,519

VRAJ ELECTRICALS 16,302

KEWALSON 15,960

ESS GEE HEATERS 15,500

SHREE VISHWAKARMA ENGINEERING 15,500

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 411 001, INDIA CIN: U74120PN2015PLC156643 [ www.sterlitepower.com

72

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi- 110 065, India +91 11 4996 2200

zo I ////Sterf ,te Power

436

437

438

439

440

441

442

443

444

445

446

447

448

449

450

451

452

453

454

455

456

457

458

RAJ ENTERPRISE 15,369

PESTO SERVICES VAPI 15,018

N.M. GAIKWAD 15,000

RAYAPUDI YEDUKONDALU 15,000

TRULY PEST SOLUTION PVT LTD 14,960

SURGE 14,868

SH REE JINDAL TRADING 14,323

JAY TRANSMISSION 14,240

JAYASHREE ELECTRON PVT LTD 14,219

SHAH ENGINEERING STORES CORPORATION 13,835

AEROMEC MARKETING CO PVT LTD 13,600

HARIA LG. ROTARY HOSPITAL 13,500

VAGHELA JAPALSINGH MAHIPATSINH 13,500

NATIONAL FORKLIFTS HIRING CO 13,000

STANDARD COPIER SYSTEMS 12,972

MK COPIER 12,694

CHAMUNDA ENTERPRISE 12,450

AB ENTERPRISES 12,401

BABA ENGINEERING WORKS 12,276

ASHWIN K SHAH 12,000

SAVI VISION PVT LTD 11,989

RELIEF MEDICAL & SURGICAL 11,944

OMEGA ELECTRICAL WORKS 11,700

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73

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites,l & 2, Ishwar Nagar,Mathura Road, New Delhi -110 065, India +91 11 4996 2200

,,,, I ////Sterli e Power

459

460

461

462

463

464

465

466

467

468

469

470

471

472

473

474

475

476

477

478

479

480

481

BIOCHEM LABORATRIES 11,432

SAi ELECTRICAL TRADING CORP 11,328

LAXMI SALES AGENCY 11,036

MEDHA SHRIPAD PIMPLASKAR & SH RI PAD 11,000

SIMPLEX AGENCIES 10,824

Ir RD SEAL ENGINEERING 10,089

ORIENT PRINTERS 10,030 �

VANSHI TRAVELS 10,000

JALARAM TRADERS 9,850

M/S AMIT MEDICAL AGENCIES 9,716

ANSH QUALITY MANAGEMENT SERVICES 9,684

RATHOD ENTERPRISES 9,502

INLINE CONTROLS & EQUIPMENT 9,284

SUNDARAM STATIONARY MART 9,195

VINAYAK ENTERPRISE 9,085

S.V.ENTERPRISES 9,000

S M AGENCIES 8,850

TECHNO ORION 8,673

Sophisticated Industrial Materials 8,640

WILCON INDUSTRIES 8,616

MEJAY SERVICE 8,358

ASHWINI ENTERPRISES 8,352

PRITI ENTERPRISES 8,314

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, IND A CIN: U74120PN2015PLC156643 I www.sterlitepower.com

74

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, Mathura Road, New Delhi- 110 065, India +91 1149962200

21lS I II//Sterlite Power

482

483

484

485

486

487

488

489

490

491

492

493

494

495

496

497

498

499

500

501

502

503

504

SHANKAR SAHU 8,130

MAX ENTERPRISES 7,328

Destinations Unlimited 7,224

RADHA ASSOCIATES 7,080

ORISSA CARBON BRUSHES 7,002

DINESHKUMAR L PRAJAPATI 7,000

PIL MUMBAI PRIVATE LIMITED 6,679

JALARAM WATER SUPPLIER 6,000

Idea Cellular Limited 5,914

ELEQUIP TOOLS PVT LTD 5,900

ODISHA MILL STORES 5,547

INDIA VALVES & AUTOMATION 5,475

BYTE INFOSYS 4,887

POWER EQUIPMENT COMPANY 4,826

ROOTS MULTI CLEAN LTD. 4,780

ROORKEE PPE SOLUTIONS 4,567

A-ONE ENGINEERING WORKS 4,515

India Infrastructure Publishing Pvt ltd 4,500

PUSHPAK GAS SERVICES 4,475

BRILLIANT HYDRAULIC 4,368

SHREENATHJI HYDROFLEX 3,894

MAYURESH MARKETING PVT LTD 3,756

BALE & ASSOCIATES 3,600

Rogiste,ed Office, 4th FJoo,. Godrej Mill'"oi,m, 9, Ko,egooo Ro,d, P,m,, Mah=h<ra - 411 001, INO� l ! " ·,

CIN: U74120PN2015PLC156643 I www.sterlitepower.com ·\•.':i. 1 ·1

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75

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, I & 2, lshwar Nagar, Mathura Road, New Delhi - 110 065, India +91 I I 4996 2200

2S� I ////Sterli e Power

505

506

507

508

509

510

511

512

513

514

515

516

517

518

519

520

521

522

523

524

525

526

527

RMR SHAH & COMPANY 3,240

PRIVA ENTERPRISES 3,213

H M ELECTRICAL 3,000

SAi MARKETING 2,832

ASAPP INFO GLOBAL SERVICES 2,760

A B ENGINEERING 2,623

EKAVIRA PRINTERS & STATIONERS 2,478

INVAS TECHNOLOGIES PVT LTD 2,360

VINDEEP EXPO ENGINEERS 2,247

ASIAN LOTO CORPORATION 2,142

RAJ ESH KIRAN JAIN 2,000

ARUP KRISHNA SAHA 1,813

SUPERTECH HOTELS PVT LTD 1,809

FIRST FLIGHT COURIER LTD 1,709

ULTRA POWER CONTROL 1,357

SANJU ARTS 814

Konica Minolta Business Solutions 642

GOLD NEWS MONITORING SERVICE 283

HARi OM TOOLS & TACKLES 189

GENESIS ENGINEERING CO 6,465,445

B & L METAL HK LTD 2,164,489

JASWANT ELECTRICAL & HARDWARE 1,639,132

LS CABLE & SYSTEM LTD 517,842

Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra - 411 00 I, INDIACIN: U74120PN2015PLC156643 I www.sterlitepower.com

76

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites.I & 2, lshwar Nagar, Mathura Road, New Delhi - 110 065, India +91 11 4996 2200

528 POWER GRID CORPORATION OF INDIA LTD 218,495

529 TARANG PROJECTS AND CONSULTANT 150,000

530 SHRI KRSNA URJA PROJECT PVT LTD 99,492

531 MRUNALINI B KOTAK SERVICES PVT LTD 89,087

532 AMBIKA CRANE & FORKLIFT SERVICE 69,676

533 SHRADDHA ENGINEERS 57,481

534 HR INFRASTRUCTURE 55,922

535 FUTURISTIC GAS SYSTEMS PVT. LTD. 54,927

536 UNITED FIRE & SAFETY SERVICES 21,824

537 UNIVERSAL ELECTRICAL CONTRACTING 16,250

538 NEXO INDUSTRIES PVT LTD 2,638

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Total 6,044,677,986

CERTIFIED TRUE COPY


�� Ashok Ganesan

Company Secretary

FCS-5190

i Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra-411 001, INDIA :

ClN: U74120PN2015PLC156643 I www.sterlitepower.com

77

Sterlite Power Grid Ventures Limited, F-1, The Mira Corporate Suites, I & 2, Ishwar Nagar, I lll'f'Qf � f MathuraRoad, NewDelhi-[[0 065, lndia+911149962 200 "!,k-,�r ite Power

,t,1/1, j��:J .. � 110,,;t -· � "� Sterlite Power Grid Ventures Limited /(2t(,_t�-�',_,,.i -t, \\I u \J��- ,,,,�\Ct�,1) '2'g List of Debenture holders as on July 11, 2018 (ISIN-INE615S07032l/· ·�:�i,1t\'1�:Xf/

'��•�.!-·'.�:·'ii�1::' ... (·,� ,,1/ "'.:...,:"(�'· ' . ·-·.-::, .. ,�•..,,

S.No Client I.D Name of Holder No. of Debenfi:rni-s� Face Value

1 10067295 Aditya Birla Sun Life Trustee Private 350 10,00,000

Limited A/C

2 10080087 Aditya Birla Sun Life Trustee Private 650 10,00,000

Limited A/C

3 10001082 SBI Credit Risk Fund 2000 10,00,000

Total 3.000 _�.,, t·,

_,

For Sterlite Power Grid Ventures Limited

Ankit Poddar Authorized Signatory

ACS-25443

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra 41100 l INDIA CJN: U33120PN 2014PLCI 723931 www.sterlitepower.com

-• ·------- ----- ------- -- ------------- ----- ------

78

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() 2018 ()

POWER TRANSMISSION

SHAREHOLDERS

Sterlite Power Grid Ventures )

Limited, a company )

incorporated under the )

Companies Act 2013 having )

Company Identification Number: )

U33120PN2014PLC172393, and )

having its registered office at 4th

Floor, Godrej Millennium 9,

Koregaon Road, Pune

Maharashtra 411 001 India

)

)

)

)

) ... First Applicant Company/

TV 278916

79

, NERAL AFFIDAVIT VERIFYING APPLICATION

1. I am the Authorised Signatory of Sterlite Power Grid Ventures Limited, theTransferor Company, in the above matter and I am duly authorised by theTransferor Company to make this affidavit on its behalf.

2. I say that the statements made in paragraphs 3.1 to 3.9 of the applicationherein, shown to me are true to my own knowledge and based on documents,and the statements made in paragraphs 1 to 8 and 5 to 16 are based oninformation, and I believe the same to be true.

For M/s. Khaitan & Co. Solemnly affirmed

For Sterlite Power Grid Ventures Limited

For Sterlite Power GridnV�s �imlted

VERIFICATION

�-�. Mr. Anki�tfffi5i9natory


I, Mr. Ankit Poddar, being the Authorised Signatory of Sterlite Power Grid Ventures

Limited,• the Transferor Company, having my office address at 4th Floor, Godrej

Millennium 9, Koregaon Roadt Pune Maharashtra 411 001 India do hereby solemnly

declare that what is stated in paragraphs 1 and 2 of the foregoing affidavit are true to

my own knowledge.

Solemnly affirmed at Mumbai

On this 13th day of July 2018

For M/s. Khaitan & C

Ad�'£: First A Transferor Company

jor Sterlite Power Grid Ventu.r'H" �iJ�-.

�:f6#-) Authorised Signatory

Bef�

�

'�A��N B. KEWAT ' Regd. No./7\1 ;LLB

i,..ovodl\fl .. ARY

16 __ f:.., Jimmy Bldg., 1st_Floor,

Roorn No. 9, 10, Parel Station Road,

Par(;'}I (E ). Mumbai-400 0 12

80

t,:a '" ... ;.•• •

AND

IN THE MATTER OF THE SCHEME OF AMALGAMATION OF STE POWER GRID VENTURES LIMITED WITH STERLITE P TRANSMISSION LIMITED AND THEIR RESPECTIVESHAREHOLD

Sterlite Power Transmission ) company ) a Limited,

incorporated

Companies Act

Company

Number:

under the )

2013 having )

Identification )

U74120PN2015PLC156643,

and having its registered office at

4th Floor, Godrej Millennium 9,

Koregaon Road, Pune

Maharashtra 411 001 India

) ) ) ) ) )

... Second Applicant Company/ Transferee Company

81

ENERAL AFFIDAVIT VERIFYING APPLICATION

Fl.,..,,.,.,.,. Ganesan, son ofM Ganesan, aged 45 years, having my office address ,___ __

, Godrej Millennium 9, Koregaon Road, Pune Maharashtra 411 001 India .......::��ffl'ee:mnly affirm and say as follows:

1. I am the Authorised Signatory of Sterlite Power Transmission Limited, theTransferee Company, in the above matter and I am duly authorised by theTransferee Company to make this affidavit on its behalf.

2. I say that the statements made in paragraphs 3 .10 to 3 .16 of the applicationherein, shown to me are true to my own knowledge and based on documents,and the statements made in paragraphs 1 to 8 and 5 to 16 are based oninformation, and I believe the same to be true.

For M/s. Khaitan & Co.

Advocates for the Second Applicant Company/ Transferee Company

VERIFICATION

Solemnly affirmed



I, Mr. Ashok Ganesan, being the Authorised Signatory (Company Secretary) of

Sterlite Power Transmission Limited, the Transferee Company, having my office

address at 4th Floor, Godrej Millennium 9, Koregaon Road,_ Pune, Maharashtra 411

001 India, do hereby solemnly declare,that ·what is stated in paragraphs 1 and 2 of

the foregoing affidavit are true to my own knowledge. . For STER

1�ftOWER TR'ANSMISSION, .• ,

Solemnly affirmed at-Mumbai

On this I.3th day of Jilly 2QJ8. -. ·

For M/s. Khaitan & C••l;>r�,r •,,, • ,: /',J ,

�

<

Transferee Company

. -'", .... ; ,,

') �btA..l��- 7{f',

)

111

82

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

COMPANY APPLICATION NO. ___ OF 2018

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE

PROVISIONS OF THE COMPANIES ACT 2013

AND

IN THE MATTER OF THE SCHEME OF AMALGAMATION OF STERLITE

POWER GRID VENTURES LIMITED WITH STERLITE POWER

TRANSMISSION LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

Sterlite Power Grid Ventures )

Limited, a company incorporated )

under the Companies Act 2013 having )


U33120PN2014PLC172393, and )

having its registered office at 4th Floor, )

Godrej Millennium 9, Koregaon Road, )

Pune Maharashtra 411 001 India ) ... First Applicant Company/

Sterlite Power Transmission )

Limited, a company incorporated )

under the Companies Act 2013 having )


U74120PN2015PLC156643, and )

having its registered office at 4th Floor, )

Godrej Millennium 9, Koregaon Road, )

Transferor Company

Pune Maharashtra 411 001 India ) ... Second Applicant Company/

To,

The Registrar/ Assistant Director

The National Company Law Tribunal

Mumbai Bench

Dear Sir,

Transferee Company

We, Sterlite Power Grid Ventures Limited, the Transferor Company, Sterlite Power

Transmission Limited, the Transferee Company/ Demerged Company, above named, do

hereby appoint M/s. Khaitan & Co having their office at One Indiabulls Centre, 13th Floor,

Tower 1, 841, Senapati Bapat Marg, Mumbai 400 013, to be our Advocates and to act,

appear and plead for and on our behalf in the above matter. 83

IN WITNESS WHEREOF we have set and subscribed our hands to this writing at Mumbai, f2...L. 1_ on this the 13th day of July 2018. �

Accepted:

� � ?a. y"\ Cl,-� Cl.. y; c,,'

Mis. Khaitan & Co.

For Sterlite Power Grid Ventures Limited ·.·.,-.·, ,_:_, ,.·, '�"!. or sterllte Power Grid Ve�t�rT�,;lmlted

,/2\;.,· ·.- • -�IJ 1::,. A. .:J �'-) /)' J-'<i �- , ·,·

-. '' C: • , Autbori!!ed �atory-- ;:o Mr A11K1TYOcfdar

' l;' . · ··*" G v Authorised Signatory

For Sterlite Power Transmission Limited .For STERLITE POWER TRANSMISSION LIMITED

�a�� Mr Ashok��ecretary


Advocates for the Applicant Companies One Indiabulls Centre, 13th Floor, Tower 1, 841 Senapati Bapat Marg, Mumbai - 400 013 CIN I-955 Email: litigation. [email protected]

Telephone: 022-66365000

84

IN THE NATIONAL COMP ANY LAW TRIBUNAL,

MUMBAI BENCH

COMP ANY APPLICATION NO. ___ OF 2018

IN THE MATTER OF SECTIONS 230 TO 232 AND

OTHER APPLICABLE PROVISIONS OF THE

COMPANIES ACT 2013

AND

IN THE MATTER OF THE SCHEME OF

AMALGAMATION OF STERLITE POWER GRID

VENTURES LIMITED WITH STERLITE POWER

TRANSMISSION LIMITED AND THEIR

RESPECTIVE SHAREHOLDERS

Sterlite Power Grid Ventures Limited ... Transferor Company/

First Applicant

Company

Sterlite Power Transmission Limited ... Transferee Company/

Second Applicant Company

VAKALATNAMA

Dated this the 13th day of July 2018

Mis. Khaitan & Co., Advocates for the Applicant Companies

One Indiabulls Centre, 13th Floor, Tower 1,

841, Senapati Bapat Marg, Mumbai - 400 013 Telephone No: 6636 5000

Email: litigation. [email protected]

85

�ry��m,,111,,,,

IN THf. NATIONAL COMP ANY LAW TRIBUNAL,

MUMBAI BENCH

COMPANY APPLICATION NO. ___ OF 2018

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER

APPLICABLE PROVISIONS OF THE COMPANIES ACT 2013

AND

IN THE MATTER OF THE SCHEME OF

AMALGAMATION OF STERLITE POWER GRID

VENTURES LIMITED WITH STERLITE POWER

TRANSMISSION LIMITED AND THEIR RESPECTIVE

SHAREHOLDERS

Sterlite Power Grid Ventures Limited ... Transferor Company/ First Applicant Company

Sterlite Power Transmission Limited ... Transferee Company/ Second Applicant Company

COMPANY APPLICATION

Dated this the 13th day of July 2018

Mis. Khaitan & Co., Advocates for the Applicant Companies

One Indiabulls Centre, 13th Floor, Tower I,

841, Senapati Bapat Marg, Mumbai-400 013 Telephone No: 6636 5000

Email: litigation. [email protected]

86


PROVISIONAL UN-AUDITED BALANCE SHEET AS AT 30 JUNE 2018

(All amounts in Rs. millions unless otherwise stated)

Note 30 June 2018 31 March 2018

(Rs. in millions) (Rs. in millions)

ASSETS

Non-current assets

Property, plant and equipment 3 134.91 132.57

Other intangible assets 4 25.69 19.71

Investment in associates 5A 5,880.36 5,880.28

Financial assets

Investments 5B 25,704.27 26,785.15

Loans 6 8,449.69 8,214.29

Other financial assets 8 31.08 24.93

Other non-current assets 9 9.47 14.27

Deferred tax asset (net) 16 - -

Assets classified as held for sale 10 - -

40,235.46 41,071.19

Current assets

Inventories 11 113.81 705.65

Financial assets

Investments 5 0.03 28.03

Loans 6 13,420.53 12,683.23

Trade receivables 7 6,687.43 6,320.00

Cash and cash equivalents 12 0.17 13.03

Other current financial assets 8 845.93 67.51

Other current assets 9 3,604.47 3,568.54

Assets classified as held for sale 10 - -

24,672.38 23,386.00

TOTAL ASSETS 64,907.84 64,457.19

EQUITY AND LIABILITIES

Equity

Equity share capital 13 12,435.31 12,435.31

Other equity

Securities premium 14 45.49 45.53

Retained earnings 14 (5,477.12) (5,645.95)

Other reserves 14 17,980.11 18,401.12

Total Equity 24,983.79 25,236.00

Non-current liabilities

Financial Liabilities

Borrowings 15 2,892.20 2,812.06

Other financial liabilities 19 - 9.39

Employee benefit obligations 28 48.85 23.44

Deferred tax liabilities (net) 16 4,900.17 4,801.14

7,841.23 7,646.03

Current liabilities

Financial liabilities

Borrowings 17 13,508.90 13,149.30

Trade payables 18 5,956.80 5,710.64

Other financial liabilities 19 532.02 824.52

Other liabilities 20 12,085.09 11,866.98

Employee benefit obligations 28 - 23.72

Current tax liability - -

32,082.82 31,575.16

Total liabilities 39,924.05 39,221.19

TOTAL EQUITY AND LIABILITIES 64,907.84 64,457.19

Summary of significant accounting policies 2.2

The accompanying notes are an integral part of the financial statements

As per our report of even date

For S R B C & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Sterlite Power Grid Ventures Limited

Firm Registration No. 324982E/E300003

per Paul Alvares Pravin Agarwal Pratik Agarwal

Partner Director Director

Membership Number: 105754 DIN: 00022096 DIN: 03040062

Pooja Aggarwal Kriti Narula

Chief Financial Officer Company Secretary

Place: Mumbai Place: Mumbai

Date: 10 August 2018 Date: 10 August 2018

Annexure B - I

87


PROVISIONAL UN-AUDITED STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 30 JUNE 2018

(All amounts in Rs. millions unless otherwise stated)

Note 30 June 2018 31 March 2018


INCOME

Revenue from operations 21 3,798.56 15,825.32

Other income 23 177.09 373.46

Total income (I) 3,975.65 16,198.78

EXPENSES

Contract Expenses 22 3,157.26 11,962.72

Employee benefits expense 23 240.95 893.96

Other expenses 24 276.81 1,798.67

Total expenses (II) 3,675.01 14,655.35

Earning before interest, tax, depreciation and

amortisation (EBITDA) (I) - (II) 300.64 1,543.43

Depreciation and amortisation expense 25 10.67 38.87

Finance costs 26 292.20 726.92

Finance income 27 (261.75) (409.67)

Profit /(loss) before tax 259.52 1,187.31

Tax expense:

Current tax 4.98 335.96

Deferred tax 85.71 53.82

Income tax expense 90.69 389.78

Profit/(loss) for the year 168.83 797.53

Other comprehensive income

Other comprehensive income to be reclassified to profit or loss in subsequent periods:

Net movement on cash flow hedges 23.88 61.58

Income tax effect (8.34) (21.52)

Net other comprehensive income to be reclassified to profit or loss in subsequent periods 15.54 40.06

Other comprehensive income not to be reclassified to profit or loss in subsequent periods:

Re-measurement gain/(loss) on defined benefit plans - 2.99

Income tax effect - (1.04)

- 1.95

Net (loss)/gain on FVTOCI equity securities - 6,901.19

Income tax effect - (1,283.16)

- 5,618.03

Net other comprehensive income not to be reclassified to profit or loss in subsequent periods - 5,619.99

Other comprehensive income for the year 15.54 5,660.04

Total comprehensive income for the year 184.37 6,457.57

Earnings per equity share 29

Basic and diluted

Computed on the basis of profit/(loss) for the year (Rs.) 0.14 0.64

Diluted

Computed on the basis of profit for the year (Rs.) 0.14 0.58




For S R B C & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Sterlite Power Grid Ventures Limited


per Paul Alvares Pravin Agarwal Pratik Agarwal

Partner Director Director

Membership Number: 105754 DIN: 00022096 DIN: 03040062



Place: Mumbai Place: Mumbai


88


Notes to Provisional financial statements for the period ended 30 June 2018

NOTE 5A: INVESTMENTS IN ASSOCIATES

30 June 2018 31 March 2018


Non - Current

- Equity Investments (Quoted):

India Grid Trust

58,802,827 units (31 March 2018: 58,802,827) of Rs.100 each fully paid up 5,880.36 ######## ##########

Total 5,880.36 ######## ##########

NOTE 5B: INVESTMENTS

30 June 2018 31 March 2018


Investment in subsidiaries

- Equity Investments at fair value through OCI (fully paid) (Unquoted)*

Sterlite Grid 2 Limited

8,73,00,000 (31 March 2018: 8,73,00,000) equity shares of Rs 10 each fully paid up 14,296.61 14,296.61


50,000 (31 March 2018: 50,000) equity shares of Rs 10 each fully paid up 138.34 138.34


50,000 (31 March 2018: 50,000) equity shares of Rs 10 each fully paid up 7,917.04 7,917.04


50,000 (31 March 2018: 50,000) equity shares of Rs 10 each fully paid up 1,111.97 1,111.97


50,000 (31 March 2018: 50000) equity shares of Rs 10 each fully paid up 0.50 0.50













- Equity Investments at fair value through OCI (partly paid) (unquoted)

Se Vineyards Power Transmission S.A.

100 (31 March 2018: 100) equity shares of R$ 1 each fully paid up 0.00 0.00

Arcoverde Transmissao De Ebergia S.A.

100 (31 March 2018: 100) equity shares of R$ 1 each fully paid up #### ########### #### ##############

Sterlite Brazil Participacoes S.A

100 (31 March 2018: 100) equity shares of R$ 1 each fully paid up 274.82 #### ##############

Equity contribution for hedging loss ** (872.51) 493.06

Equity component of debt instrument (unquoted)

East North Interconnection Company Limited

24,500 (31 March 2018: 24,500 ) equity shares of Rs 10 each fully paid up 1,379.35 1,379.35

50,000 (31 March 2018: 50,000) Compulsorily Convertible Debentures of Rs. 10 each 200.00 200.00

9,50,000 (31 March 2018: 9,50,000) Compulsorily Convertible Preference Shares of Rs. 10 each 862.93 862.93

25,312.05 26,402.81

- Non-Convertible Debentures (unquoted)


1,15,41,000 (31 March 2018: 1,15,41,000 ) non convertible debentures of Rs. 10 each 104.21 101.59

East-North Interconnection Company Limited -

3,18,95,443 (31 March 2018: 3,18,95,443) non convertible debentures of Rs. 10 each 288.01 280.75

392.22 382.34

Total non-current investments 25,704.27 26,785.15

* Includes equity component of Non Convertible Debenture and Unsecured Loan given.

Current

Investment in mutual funds (valued at fair value through profit or loss)

Quoted

Nil (31 March 2018:27,940.72 ) units of SBI premier liquid fund Daily Dividend 0.03 28.03

*

89



Total current investments 0.03 28.03

NOTE 6: LOANS (Unsecured, considered good)

30 June 2018 31 March 2018 30 June 2018 31 March 2018

(Rs. in millions) (Rs. in millions) (Rs. in millions) (Rs. in millions)

Loans to related parties 8,449.69 8,214.29 13,420.53 12,683.23

Total 8,449.69 8,214.29 13,420.53 12,683.23

Loans are non-derivative financial assets and are interest free.

NOTE 7: TRADE RECEIVABLES

30 June 2018 31 March 2018


Current

Management fees receivable from related parties 72.71 85.03

Receivables from related parties 6,614.72 6,234.97

6,687.43 6,320.00

Break-up for security details:

- Unsecured, considered good 6,687.43 6,320.00

- Doubtful - -

6,687.43 6,320.00

Total 6,687.43 6,320.00

Trade receivables are generally non-interest bearing and are generally on terms of 30 to 90 days.

NOTE 8: OTHER FINANCIAL ASSETS

30 June 2018 31 March 2018


Non-current

Security deposits (unsecured, considered good) 30.41 24.29

Interest receivable from related parties (refer note 41) - -

Non-current bank balance (refer note 12B) 0.67 0.63

Total other non-current financials assets 31.08 24.93

Current

Derivative Instruments

Foreign exchange forward contracts 775.10 153.70

Security deposits (unsecured, considered good) 31.20 31.32

Advances recoverable in cash (unsecured, considered good) - 30.54

Interest receivable from related parties - -

Expense reimbursement receivable from related parties 39.69 5.64

Interest accrued on investments (0.05) -

Total other current financial assets 845.93 67.51

NOTE 9: OTHER ASSETS

30 June 2018 31 March 2018


Non-current

Deposits paid under dispute - 4.80

Prepaid expenses 9.47 9.47

Total other non-current assets 9.47 14.27

Current

Advances to vendors/contractors 2,955.38 2,787.59

Advance income tax, including TDS (net of provisions) 53.66 7.85

Balances with statutory/government authorities 320.83 304.96

Gross amount due from customers for contract as an asset (refer note 36) 227.06 444.29

Prepaid expenses 47.53 23.85

Total other current assets 3,604.47 3,568.54

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are

due from firms or private companies respectively in which any director is a partner, a director or a member.

Non-Current Current

90



NOTE 11: INVENTORIES

(Valued at lower of cost and net realisable value) 30 June 2018 31 March 2018


Construction material (refer note 22) 113.81 705.65

Total 113.81 705.65

NOTE 12A: CASH AND CASH EQUIVALENTS

30 June 2018 31 March 2018


Balance with banks:

On current accounts 0.17 13.03

Total Cash and cash equivalents 0.17 13.03

NOTE 12B: OTHER BANK BALANCES

30 June 2018 31 March 2018


Deposits with original maturity for more than 12 months* 0.63 0.63

Less: Amount disclosed under non current assets (note 8) (0.63) (0.63)

Total - -

* Held as lien by bank against bank guarantees

NOTE 13: EQUITY SHARE CAPITAL

30 June 2018 31 March 2018


Authorised equity shares

1,260,000,000 (31 March 2018: 1,260,000,000) equity shares of Rs.10 each 100.00 100.00

Issued, subscribed and fully paid-up equity shares

1,243,531,411 (31 March 2018: 1,243,531,411) equity shares of Rs.10 each 12,435.31 0.52

Total issued, subscribed and fully paid-up equity share capital 12,435.31 0.52

a. Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period

No. in million Rs. in million No. in million Rs. in million

At the beginning of the period 1,243.53 12,435.31 0.05 0.52

-

- 1,243.48 12,434.79

1,243.53 12,435.31 1,243.53 12,435.31

b. Terms/rights attached to equity shares

c. Equity shares held by holding company and their subsidiaries/associates:

No. in millions % holding No. in millions % holding

Immediate holding company

Sterlite Power Transmission Limited 1,243.53 99.99% 1,243.53 99.99%

d. Detail of equity shareholders holding more than 5% of shares in the company

No. in millions % holding No. in millionss % holding

Sterlite Power Transmission Limited 1,243.53 99.99% 1,243.53 99.99%

31 March 2018

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between three months and twelve

months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

30 June 2018 31 March 2018

Add: Conversion of compulsorily convertible

preference shares into equity shares ^

Outstanding at the end of the year

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of

liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The

distribution will be in proportion to the number of equity shares held by the shareholders.

30 June 2018

30 June 2018

31 March 2018

***

91



NOTE 14 : OTHER EQUITY

30 June 2018 31 March 2018


Equity component of compulsorily convertible preference shares ('CCPS') #

Balance as per last financial statements - 12,434.79

Add: Issued during the year - -

Less: Converted into equity shares during the year - (12,434.79)

Closing balance (12,434.79) -

Equity contribution from Parent

Balance as per last financial statements 339.36 -

Add: Issued during the year (436.56) 339.36

Closing balance (97.20) 339.36

Securities premium account

Balance as per last financial statements 45.53 45.53

Premium on issue of CCPS - -

Less: Utilized for Buy back of equity shares (0.04) -

Closing balance 45.49 45.53

Capital Redemption Reserve Account

Balance as per last financial statements - -

Add: On Redemption of Equity Shares 0.02 -

Less: Utilized for issue of Bonus Shares - -

Closing balance 0.02 -

Debenture Redemption Reserve

Balance as per last financial statements 416.81 416.81

Add: Transferred from retained earnings -


FVTOCI reserve

Balance as per last financial statements 17,605.86 8,184.95

Add: Fair value of investments through OCI - 5,618.03

Less; Transferred to retained earnings (refer note----) 3802.88

Closing balance 17,605.86 17,605.86

Cash Flow Hedge Reserves

Balance as per last financial statements 39.08 (0.98)

Add: Cash flow hedge reserve created on currency forward contracts 15.54 40.06

Less: Amount reclassified to statement of profit and loss - -


Retained earnings

Balance as per last financial statements (5,645.95) (1,908.38)

Add : Impact of merger

Add: Net profit/(loss) for the year 168.83 797.53

Add: Items of other comprehensive income recognised directly in retained earnings

Less: Equity component of loan given to holding company (refer note 6) - (734.17)

Add/(less): Remeasurement of post employement benefit obligation, net of tax - 1.94

Add: Realized loss on sale of Investments - (3,802.88)

Less: Transfer to debenture redemption reserve - -

Net surplus in the statement of profit and loss (5,477.12) (5,645.95)

``````````````````````````````

Total 12,548.47 12,800.69

92



NOTE 15: LONG-TERM BORROWINGS

30 June 2018 31 March 2018


Non-current

Debentures

2,888.86 2,808.77

Long term maturities of finance lease obligation

Obligations under finance leases contracts (secured) (refer note 3) 3.34 3.29

Deferred payment liabilities

Total non current borrowings 2,892.20 2,812.06

The above amount includes

Secured borrowings 2,892.20 2,812.06

Unsecured borrowings - -

2,892.20 2,812.06

Current maturities

Debentures

312.00 312.00

312.00 312.00

The above amount includes

Secured borrowings 312.00 312.00

Unsecured borrowings

312.00 312.00

Amount disclosed under the head "other current financial liabilities" (note 19) (312.00) (312.00)

Total 2,892.20 2,812.06

Notes:

a) Non Convertible Debenture

Interest accrued but not due on debentures

3,000 ( 31 March 2018 : 3,000) 10.60% Non convertible debentures of Rs. 10 lacs each (secured)

The Company had issued 3,000 Non-Convertible Debentures ('NCDs') of Rs 10,00,000/- each on private placement basis in two series of 2000 10.60% Non-Convertible

Debentures & 1,000 10.60% Non-Convertible Debentures having face value of Rs 10,00,000 each redeemable by 15th April 2019. All the NCDs together with interest,

additional interest, liquidated damages, premium on prepayment, cost and charges, expenses and all other monies and all other amounts stipulated and payable to the

debenture holders are secured by -

(i) First and exclusive charge by way of hypothecation over all movable properties and assets including but not limited to plant and machinery, machinery spares, tools and

accessories, furniture, fixtures, vehicles and other movable assets of the Issuer, both present and future;

(ii) First charge by way of hypothecation/ charge over all the rights, title, interest, benefits, claims and demands whatsoever of the Issuer under each of its EPC Contracts

(such charge being duly acknowledged and consented to by the relevant counter parties to such EPC Contracts, if required as per the terms of such EPC Contracts) and all

cash and receivables of the Issuer under the EPC Contracts, both present and future;

(iii) Exclusive charge over all the NRSS-XXIX Refinance Account (which shall be opened within 15 (fifteen) days from the commercial operation date of Project NRSS-

XXIX);

(iv) Pledge of 47% of the total issued and paid up share capital of Sterlite Grid 2 Limited held by the Issuer on a Fully Diluted Basis. In case of Debenture held by a bank,

their beneficial interest will be limited to the extent of provision of 19(2) of the Banking Regulation Act;

93



94



NOTE 17: SHORT-TERM BORROWINGS

(Secured) 30 June 2018 31 March 2018


Cash credit from banks 1,991.84 1,812.66

Working capital demand loans from banks 1,418.51 1,238.09

10,098.55 10,098.55

Total 13,508.90 13,149.30

Note :

(c) Non-Convertible Redeemable Preference Shares:

30 June 2018 31 March 2018

i. Authorised Redeemable Preference Shares ('RPS')

4,700.00 4,700.00

ii. Issued, subscribed and fully paid up RPS

- Nominal value 4,545.53 -

- Securities premium 454.54 -

iii. Reconciliation of RPS outstanding at the beginning and at the end of the reporting period

No. in million Rs. in million No. in million Rs. in million

At the beginning of the period 454.55 4,545.53 - -

Add: Conversion from OCRPS to RPS - - 454.55 4,545.53

454.55 4,545.53 454.55 4,545.53

iv. Terms/rights attached to RPS

v. RPS held by holding company and their subsidiaries/associates:

No. in million % holding No. in million % holding

Sterlite Power Transmission Limited (SPTL) 454.55 100% 454.55 100%

v. Details of shareholders holding more than 5% of RPS in the company


Sterlite Power Transmission Limited (SPTL) 454.55 100% 454.55 100%

NOTE 18: TRADE PAYABLES

30 June 2018 31 March 2018


Trade payables (including acceptances) # 5,956.80 5,710.64

Other Details

(i) Trade payable to related parties

(ii) Others 5,956.80 5,710.64

Total 5,956.80 5,710.64

Trade payables are non-interest bearing and are normally settled on 60-90 days terms

NOTE 19: OTHER FINANCIAL LIABILITIES

30 June 2018 31 March 2018


Non-current

Payables for Employee Stock Appreciation Rights - 9.39

- 9.39

31 March 2018 30 June 2018

30 June 2018 31 March 2018

454,552,553 ( 31 March 2018: 454,552,553) Redeemable Preference Shares of Rs 10 each.

# The Company has not received any intimation from “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence

disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said Act have not been given.

470,000,000 (31 March 2018: Nil) Redeemable Preference Shares ('RPS') of Rs 10 each.

454,552,553 (31 March 2018: 454,552,553) Redeemable Preference Shares of Rs 10 each.

30 June 2018 31 March 2018

Outstanding at the end of the year

The Company had issued 454,552,553 Optionally Convertible Redeemable Preference Shares ('OCRPS') with face value Rs. 10 per OCRPS, issued at Rs. 11 per OCRPS

for a total consideration of Rs. 5,000.08 million (including premium of Rs.454.55 million) out of which 409,098,008 (No.s) OCRPS were issued to Standard Chartered

Financial Holdings, Mauritius (‘Investor’) in the financial year ended March 31, 2015 and 45,454,545 (No.s) OCRPS issued to Standard Chartered Private Equity Korea

III Holdings Ltd. in the financial year ended March 31, 2016 pursuant to Subscription agreement and Shareholders' Agreement dated 7 July 2014 (‘Agreements’)

executed among the Company, Sterlite Power Transmission Limited (SPTL) and the Investor.

SPTL purchased the entire OCRPS in two tranches – the first tranche of OCRPS was purchased for an amount of Rs. 2,000 million in November 2017 and the balance

OCRPS was purchased for a consideration of Rs.8,100 million in January 2018 based on the fair value of the OCRPS. Further, post acquisition by SPTL, the OCRPS

have been converted into non-convertible redeemable preference shares.

The holder of RPS has right to redeem the RPS on or before 31 March 2019 at a redemption premium of Rs.12.22 per share out of the proceeds of the fresh issue and

securities premium account or such other method as may be permitted under the Companies Act 2013 and rules made thereunder. The holders carry voting rights as per

the provisions of section 47(2) of the Companies Act 2013.

The holder of RPS is entitiled to dividend on a cumulative basis at the rate of 0.01% per annum.

(a) Cash credit is secured by hypothecation of entrie current assets and receivables both present and future. The cash credit is repayable on demand and carries interest @

9.20% - 10.65% p.a.

(b) Working capital demand loans from banks are secured by hypothecation of entire current assets and receivables both present and future. Working Capital Demand

Loan is generally taken for a period of 30-180 days and carries interest @ 8.1% p.a.

*

95



Current

Derivative Instruments

Foreign exchange forward contracts - 153.70

- 153.70

Other financial liabilities at amortised cost

Interest accrued but not due on borrowings 21.79 6.34

Current maturities of long-term borrowings (refer note 5) 312.00 312.00

Management fees payable to related parties (refer note 41) 1.05 1.05

Payables for Employee Stock Appreciation Rights (refer note 40) - 101.48

Employee Benefits payable - 53.98

Reimbursement of expense payable (refer note 41) 175.42 178.88

Others 21.77 17.10

532.02 670.83

Total 532.02 824.52

NOTE 20: OTHER CURRENT LIABILITIES

30 June 2018 31 March 2018

(Rs. in millionss) (Rs. in millionss)

Advance from customers 10,428.96 10,647.78

Gross amount due to customers for contract work as a liability (refer note 36) 1,329.40 1,023.16

Service tax payable - -

Withholding taxes (TDS) payable 35.02 48.97

Value added tax payable (0.00) (0.00)

GST payable - 70.60

Other Liabilities 291.71 76.48

Total 12,085.09 11,866.98

NOTE 21: REVENUE FROM OPERATIONS

30 June 2018 31 March 2018


Contract revenue (refer Note 36) 3,786.77 15,787.52

Other operating revenue

- Management Fee 11.79 37.80

Revenue from operations 3,798.56 15,825.32

Total 3,798.56 15,825.32

NOTE 22: OTHER INCOME

30 June 2018 31 March 2018

(Rs. in millionss) (Rs. in millionss)

Dividend income on investment in units of associate 176.41 373.46

Miscellaneous Income 0.68 (0.00)

Total 177.09 373.46

NOTE 22: CONTRACT EXPENSE

30 June 2018 31 March 2018


Construction Material Consumed:

Inventory at the beginning of the year 705.65 -

Add: Purchases 1,766.81 9,190.47

Less: Inventory at the end of the year 113.81 (705.65)

Traded goods 2,358.66 8,484.82

Subcontracting charges 798.60 3,477.90

Total 3,157.26 11,962.72

Interest payable is normally settled monthly throughout the financial year.

Derivative instruments reflect the change in fair value of foreign exchange forward contracts, designated as cash flow hedges to hedge highly probable forecasts/firm

commitments for purchases in US Dollars (USD).

Other payables are non-interest bearing and have an average term of six months.

96





NOTE 23: EMPLOYEE BENEFITS EXPENSE

30 June 2018 31 March 2018


Salaries, wages and bonus 275.23 709.23

Contribution to provident fund 7.09 21.64

Employees stock appreciation rights expense (refer note 40) (55.24) 110.52

Gratuity expenses (refer note 28) 2.65 8.29

Staff welfare expenses 11.22 44.28

240.95 893.96

Less: Recovered from subsidiaries - -

Total 240.95 893.96

NOTE 24: OTHER EXPENSES

30 June 2018 31 March 2018


Advertisement and business promotion 2.65 96.94

Safety Expenses 14.74 41.27

Survey Cost 2.52 20.82

Rent 22.34 86.46

Insurance 6.03 20.62

Rates and taxes 4.75 40.61

Travelling and conveyance 86.83 258.16

Legal and professional fees 95.60 1,036.09

Recruitment expense 4.80 39.98

Directors sitting fee 0.65 0.51

Payment to auditor (refer details below) 0.56 9.69

Foreign exchange difference 0.30 4.47

Office maintenance 0.54 3.19

Miscellaneous expenses 34.50 139.86

Total 276.81 1,798.67

Payment to auditor

30 June 2018 31 March 2018


As auditor:

Audit fee (including audit of consolidated financial statements) - 2.24

Tax audit fee - 0.30

In other capacity:

Other services (including certification fees) - 7.15

Total - 9.69

NOTE 25: DEPRECIATION AND AMORTISATION EXPENSE

30 June 2018 31 March 2018


Depreciation of tangible assets 9.63 36.30

Amortisation of intangible assets 1.04 2.57

Total 10.67 38.87

97



NOTE 26: FINANCE COST

30 June 2018 31 March 2018


Interest on financial liabilities measured at amortised cost 285.23 465.91

Bank charges - -

Bank charges 6.98 110.59

Loss on fair valuation of OCRPS measured at fair value through profit and loss - 150.00

Finance charges payable under finance leases - 0.42

Total 292.20 726.92

NOTE 27: FINANCE INCOME

30 June 2018 31 March 2018


Interest income on deposits 0.02 13.34

Fair value gain on financial instruments measured at fair value through profit or loss - 31.86

Interest income on loan given to holding company/subsidiaries measured at amortised cost 261.58 364.47

Interest Income on loan to subsidiary

Dividend Income from investment 0.16

Dividend income from investments measured at fair value through profit and loss - 45.20

Total 261.75 409.67

NOTE 29: EARNINGS PER SHARE

The following reflects the profit/(loss) and share data used in computation of the basic and diluted EPS

30 June 2018 31 March 2018


Profit/(loss) for the year attributable to equity holders for basic EPS 168.83 797.53

Loss on optionally convertible redeemable preference shares measured at FVTOCI - 150.00

Profit/(loss) for the year attributable to equity holders for diluted EPS 168.83 947.53

Weighted average number of equity shares in calculating basic EPS (No.s millions) 1,243.53 1,244.00

Effect of

dilution:

Add: Potential shares arising from conversion of optionally convertible redeemable preference shares (No.s millions) - 401.55

Weighted average number of equity shares in calculating diluted EPS 1,243.53 1,645.55

Earnings per share

Basic (on nominal value of Rs. 10 per share) Rupees/share 0.14 0.64

Diluted (on nominal value of Rs. 10 Per Share) Rupees/share* 0.14 0.58

* Since profit / loss per share based on diluted weighted average number of shares is anti dilutive, the basic and dilutive earnings per share are the same.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of Equity shares outstanding during the year plus

the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

98



99



100



NOTE: 3 PROPERTY, PLANT AND EQUIPMENT

Rs. in million

Particulars Leasehold

improvements

Plant and

machinery

Furniture and

fixtures Vehicles

Office

equipments

Data processing

equipments ** Total

Cost

As at 1 April 2017 60.64 57.97 21.37 4.42 8.22 28.62 181.25

Additions - 0.07 1.47 5.59 4.02 20.54 31.69

Disposals - - - - - - -

As at 31 March 2018 60.64 57.97 21.37 4.42 8.22 28.62 212.94

Additions - 0.22 0.49 - 0.56 10.69 11.97

Disposals - - - - - - -

As at 30 June 2018 60.64 58.19 21.86 4.42 8.78 39.31 224.91

Depreciation

As at 1 April 2017 10.68 20.35 3.71 0.95 1.87 6.50 44.06

Charge for the year 8.95 11.36 4.29 0.88 2.88 7.95 36.30

On disposals - - - - - - -

As at 31 March 2018 19.63 31.70 8.00 1.83 4.75 14.45 80.36

Charge for the year 2.23 2.83 1.15 0.50 0.65 2.27 9.63

On disposals - - - - - - -

As at 30 June 2018 21.86 34.54 9.15 2.33 5.40 16.72 89.98

Net book value

As at 31 March 2018 41.01 26.27 13.37 2.59 3.47 14.17 132.57

As at 30 June 2018 38.78 23.66 12.71 2.09 3.38 22.59 134.91

101



NOTE 4: OTHER INTANGIBLE ASSETS Rs. in million

Description Software/ licenses

Cost

As at 1 April 2017 13.59

Additions 9.34

Disposals -

As at March 31, 2017 22.93

Additons 7.02

Disposals -

As at March 31, 2018 29.95

Amortisation

As at 1 April 2017 0.65

Additions 2.57

Disposals -

As at March 31, 2017 3.22

Additons 1.04

Disposals -

As at March 31, 2018 4.26

Net book value

As at 31 March 2018 19.71

As at 30 June 2018 25.69

102


STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2018

(All amounts in Rs. million unless otherwise stated)

A. EQUITY SHARE CPITAL

No. in million Rs. in million

Equity shares of Rs. 10 each issued, subscribed and fully paid

At 1 April 2017 0.05 0.52

Issued during the year 1,243.48 12,434.79

At 31 March 2018 1,243.53 12,435.31

Issued during the year - -

At 30 June 2018 1,243.53 12,435.31

B. OTHER EQUITY

Rs. in million

Securities

premium Retained earnings

Debenture

redemption

reserve

Capital

Redemption

Reserve

Cash flow

hedge reserve

FVTOCI

reserve

Balance as at 1 April 2017 12,434.79 45.53 (1,908.38) 416.81 (0.98) 8,184.95 19,172.72

Profit for the period - - - 797.53 - - - 797.53

Other comprehensive income - - - 1.95 - 40.06 5,618.03 5,660.04

Total Comprehensive Income 12,434.79 - 45.53 (1,108.90) 416.81 39.08 13,802.98 25,630.30

Realised loss on sale of investment in Sterlite

Grid 1 Limited transferred from FVTOCI

reserve to retained earnings- - - (3,802.88) - - 3,802.88 -

Equity component of loan given to holding

company - - - (734.17) - - - (734.17)

Contribution from parent for hedge contracts

entered on behalf of subsidiary - 339.36 - - - - - 339.36

Conversion of CCPS into equity shares of the

Company

(12,434.79) - - - - - - (12,434.79)

Balance as at 31 March 2018 - 339.36 45.53 (5,645.95) 416.81 39.08 17,605.86 12,800.70

Profit for the period - - - 168.83 - - - 168.83

Other comprehensive income (0.04) 0.02 15.54 15.51

Total Comprehensive Income - 339.36 45.49 (5,477.12) 416.81 0.02 54.61 17,605.86 12,985.04 Contribution to parent for hedge contracts

entered on behalf of subsidiary - (436.56) - - - - - -

(436.56)

Balance as at 30 June 2018 - (97.20) 45.49 (5,477.12) 416.81 0.02 54.61 17,605.86 12,548.47


For S R B C & Co LLP

Chartered Accountants


per Paul Alvares Pratik Agarwal Ved Mani Tiwari

Partner Director & Vice-Chairman CEO & Whole Time Director

Membership number: 105754 DIN: 03040062 DIN: 06652919

Chartered Accountants Place: São Paulo Place: New Delhi

Place: Bangkok



Place: Coimbatore Place: New Delhi


For and on behalf of the Board of Directors of

Sterlite Power Grid Ventures Limited

Reserves and surplus

Particulars

Equity

component of

compulsorily

convertible

preference

shares

Contribution

from parent

Items of OCI

Total equity

103

STERLITE POWER TRANSMISSION LIMITEDBALANCE SHEET AS AT 30 JUNE 2018(All amounts in Rs. million unless otherwise stated)

Note 30 June 2018 31 March 2018(Rs. in million) (Rs. in million)

ASSETSNon-current assetsProperty, plant and equipment 3 2,600.15 2,591.46 Capital work in progress 3 5.46 58.39 Goodwill 4, 5 833.26 951.93 Other intangible assets 4 40.94 42.79

Financial assetsi. Investments 6 34,916.86 35,330.77 ii. Trade receivables 8 - - iii. Other financial assets 9 - 9.46

Other non-current assets 10 65.15 54.72 Total non-current assets 38,461.82 39,039.54

Current assetsInventories 11 2,186.18 2,084.68 Financial assets

i. Investments 6 10,164.94 10,164.15 ii. Loans 7 188.89 177.93 iii. Trade receivables 8 6,046.63 9,097.90 iv. Cash and cash equivalents 12 86.08 479.73 v. Other bank balances 13 382.48 308.75 vi. Other financial assets 9 171.00 151.67

Other current assets 10 2,659.11 2,527.11 Total current assets 21,885.32 24,991.92

TOTAL ASSETS 60,347.14 64,031.45

EQUITY AND LIABILITIESEquityEquity share capital 14 122.36 122.36 Other equity

i. Securities premium 15 4,536.80 4,536.80 ii. Retained earnings 15 (707.59) (219.30) iii. Other 15 17,137.28 16,923.26

Total Equity 21,088.85 21,363.11

LiabiltiesNon-current liabilitiesFinancial liabilities

i. Borrowings 16A 18,878.95 17,616.37 ii. Other financial liabilities 18 - 203.90

Employee benefit obligations 19 - 29.51 Deferred tax liabilities (net) 20 5,328.37 5,403.43 Total non-current liabilities 24,207.32 23,253.21

Current liabilitiesFinancial Liablities

i. Borrowings 16B 6,555.59 4,856.19 ii. Trade payables 17 6,524.60 7,537.93 iii. Other financial liabilities 18 193.79 4,279.58

Employee benefit obligations 19 54.62 23.28 Other current liabilities 21 1,722.37 2,718.15 Total current liabilities 15,050.97 19,415.13

TOTAL LIABILITIES 60,347.14 64,031.45




For S R B C & Co LLP For and on behalf of the board of directors of Sterlite Power Transmission LimitedFirm Registration No. 324982E / E300003Chartered Accountants

per Paul Alvares Pravin Agarwal Pratik AgarwalPartner Chairman CEO & Managing DirectorMembership Number : 105754 DIN : 00022096 DIN : 03040062

Place: Mumbai Anuraag Srivastava Ashok GanesanDate : August 10,2018 Chief Financial Officer Company Secretary

Place: MumbaiDate : August 10,2018

Annexure B - II

104

STERLITE POWER TRANSMISSION LIMITEDSTATEMENT OF PROFIT AND LOSS FROM 1 APRIL, 2018 TO 30 JUNE, 2018(All amounts in Rs. million unless otherwise stated)

NoteApril 1,2018 to June 30,2018

April 1,2017 to March 31,2018

(Rs. in million) (Rs. in million)INCOMERevenue from operations 22 6,210.92 23,962.35 Other income 24 2.45 111.76 Finance income 23 15.96 75.84

Total income (I) 6,213.37 24,074.11

EXPENSESCost of raw material and components consumed 25 3,325.96 17,205.14 Purchase of traded goods and subcontracting expense 26 1,335.10 1,463.11 Decrease in inventories of finished goods, work-in-progress and traded goods 27 206.88 - Excise duty on sale of goods 0.00 218.88 Employee benefits expense 28 171.22 670.12 Other expenses 29 835.88 2,792.92

Total expenses (II) 5,875.05 22,350.18

Earning before interest, tax, depreciation andamortisation (EBITDA) (I) - (II) 338.32 1,723.93 Depreciation and amortisation expense 30 193.46 766.24 Finance costs 31 731.36 2,013.25 Finance income 23 (15.96) (75.84) Loss before tax (570.54) (979.72)

Tax expense:(i) Current tax 20 - - (ii) Deferred tax 20 (82.25) (260.58) Income tax expense (82.25) (260.58)

Loss for the year (488.29) (719.14)

Other comprehensive income

Other comprehensive income to be reclassified to profit or loss in subsequent periods:Net movement on cash flow hedges 125.04 (88.99) Income tax effect - - Net other comprehensive income to be reclassified to profit or loss in subsequent periods 125.04 (88.99)

Other comprehensive income not to be reclassified to profit or loss in subsequent periods:Re-measurement gain/(loss) on defined benefit plans - 1.64 Income tax effect - -

Net gain on FVTOCI equity securities - 10,426.71 Income tax effect - (2,457.14)

Net other comprehensive income not to be reclassified to profit or loss in subsequent periods - 7,971.20

Other comprehensive income for the year 125.04 7,882.21

Total comprehensive income for the year (363.26) 7,163.07

Earnings per equity share [nominal value 32of Rs. 2 (31 March 2018: Rs. 2)]

Basic Computed on the basis of loss for the period (Rs.) (7.98) (11.75)

Diluted Computed on the basis of loss for the period (Rs.) (7.98) (11.75)




For S R B C & Co LLP For and on behalf of the board of directors of Sterlite Power Transmission LimitedFirm Registration No. 324982E / E300003Chartered Accountants

per Paul Alvares Pravin Agarwal Pratik AgarwalPartner Chairman CEO & Managing DirectorMembership Number : 105754 DIN : 00022096 DIN : 03040062



105

STERLITE POWER TRANSMISSION LIMITED Notes to financial statements for the period ended 30 June 2018

106

STERLITE POWER TRANSMISSION LIMITEDNotes to financial statements for the period ended 30 June 2018

NOTE 6: INVESTMENTS 30 June 2018 31 March 2018

(Rs. in million) (Rs. in million)Non-current

Investments at fair value through OCIUnquoted equity instruments

1,243,479,411 (31 March 2018: 1,243,479,411) equity shares of Sterlite Power Grid Ventures Limited of Rs. 10 each fully paid up * $ 34,686.92 35,100.83

25,500 (31 March 2018: 25,500) Equity shares of East-North Interconnection Company Limited of Rs. 10 each fully paid up 0.26 0.26

112,500,000 (31 March 2018: 112,500,000) Equity shares of Sterlite Investment Managers Limited of Rs. 2 each partly paid up of Rs. 0.01 per share # 25.28 25.28

17,241 (31 March 2018: 17,241) Compulsorily convertible preference shares of Sharper Shape Group Inc of Rs. 10 each fully paid up 112.45 112.45

50,000 (31 March 2018: 50,000) equity shares of Sterlite Convergence Limited of Rs.10 each fully paid up 0.50 0.50

Total FVTOCI Investment 34,825.40 35,239.31

Investments at amortised costDebt component of Reedemable preference shares1,000,000 (31 March 2018: 1,000,000) Reedeemable preference shares of Sterlite Investment Managers Limited of Rs. 10 each fully paid up 91.46 91.46

CurrentInvestments at amortised cost

454,552,553 (31 March 2018: 454,552,553) redeemable preference shares of 10,098.55 10,098.55 Sterlite Power Grid Ventures Limited of Rs. 10 each fully paid up

Investment in mutual funds - Quoted (valued at fair value through profit or loss) 66.39 65.59

Total 45,081.80 45,494.92

Current 10,164.94 10,164.15 Non-current 34,916.86 35,330.77

Aggregate book value of quoted investments 66.39 65.59 Aggregate value of unquoted investments 45,015.41 45,429.32 Aggregate amount of impairment in value of investments - -

NOTE 7: LOANS (unsecured, considered good) 30 June 2018 31 March 2017

(Rs. in million) (Rs. in million)

CurrentLoans to related party 188.89 177.93 Total 188.89 177.93

Loans are non-derivative financial assets which generate a fixed interest income for the Company

107


NOTE 8: TRADE RECEIVABLES 30 June 2018 31 March 2018


Non-currentTrade receivables 367.61 317.51

Break-up for security details:- Unsecured, considered good - - - Unsecured, considered doubtful 367.61 317.51

367.61 317.51Impairment allowance (allowance for bad and doubtful debts)

- Unsecured, considered doubtful 367.61 317.51

367.61 317.51 Total non-current trade receivables - -

CurrentTrade receivables 6,046.63 7,489.50 Receivables from other related parties (refer Note 46) - 1,608.40 Total 6,046.63 9,097.90

Break-up for security details:- Unsecured, considered good 6,046.63 9,097.90 - Considered doubtful - -

6,046.63 9,097.90 Impairment allowance (allowance for bad and doubtful debts)

- Unsecured, considered good - - - Considered doubtful - -

6,046.63 9,097.90 -

Total current trade receivables 6,046.63 9,097.90 -

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

NOTE 9: OTHER FINANCIAL ASSETS 30 June 2018 31 March 2018


Non-currentSecurity deposits (unsecured, considered good) - 9.46 9.46 Total other non-current financials assets - 9.46

CurrentSecurity deposits (Unsecured, considered good) 30.66 6.06 6.06 Insurance claim receivable* 19.64 19.64 Earnest money deposit with customer - 43.76 Receivable from related parties ) 132.51 68.61 Other receivables (11.82) 13.60

(A) 171.00 151.67 Derivative instruments at fair value through OCI- Commodity future contracts - -

(B) - -

Total other current financial assets (C=A+B) 171.00 151.67

Security deposits are non-derivative financial assets and are refundable in cash. These are measured based on effective interest method

Earnest money deposit from customers are non-derivative financial assets and are refundable in cash. These are measured based on effective interest method.

Receivables from related parties are non-derivative financial assets and are refundable in cash.

* Insurance claim receivable is net of impairment allowance of Rs. 25.00 million (31 March 2018: Rs. 25.00 million) for doubtful claim receivable

Derivative instruments reflect the change in fair value commodity future contracts, designated as cash flow hedges to hedge highly probable forecasts/firm commitments for sales and purchases in US Dollars (USD) and Euros (EUR).

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person.

108


NOTE 10: OTHER ASSETS 30 June 2018 31 March 2018

(Rs. in million) (Rs. in million)Non-currentCapital advances (unsecured, considered good) - - -Advance income tax, including TDS 55.16 54.72 Advances recoverable (unsecured) 10.00 - Total other non-current assets 65.15 54.72

CurrentAdvances recoverable (unsecured) 126.45 206.77 Balances with government authorities 1,681.16 1,808.50 1,808.50 Prepaid expenses 146.93 161.39 161.39 Gross amount due from customers for contract as an asset 704.57 350.44 Total other current assets 2,659.11 2,527.11

NOTE 11: INVENTORIES(Valued at lower of cost and net realisable value) 30 June 2018 31 March 2018


Raw materials and components [Includes stock in transit Rs. 328.67 million (31 March 2017: Rs. 5.17 million)] 1,797.25 1,486.02 1,486.02

Work-in-progress 270.59 287.67 287.67 Finished goods [Includes stock in transit Rs. 0.70 million (31 March 2017: Rs. 81.83 million)] 432.21 201.07 201.07 Traded goods (382.43) 38.50 38.50 Stores, spares, packing materials and others 68.56 71.41 71.41 Inventory (Raw Material, WIP, Finished/Traded goods) 2,186.17 2,084.68 2,084.68

NOTE 12: CASH AND CASH EQUIVALENTS

30 June 2018 31 March 2018(Rs. in million) (Rs. in million)

Balances with banks: On current accounts 85.84 479.30 Deposits with original maturity of less than 3 months* - - Cash in hand 0.24 0.43 Total 86.08 479.73

NOTE 13: OTHER BANK BALANCES 30 June 2018 31 March 2018


Deposits with original maturity for more than 3 months but less than 12 months* 382.48 308.75 Total 382.48 308.75

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between three months and twelve months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

109


NOTE 14: SHARE CAPITAL 30 June 2018 31 March 2018


Authorised shares (nos. million)80.00 (31 March 2018: 80.00) equity shares of Rs.2 each 160.00 160.00

Issued, subscribed and fully paid-up shares (nos. million)61.18 (31 March 2018: 61.38) equity shares of Rs. 2 each fully paid - up. 122.36 122.36 Total issued, subscribed and fully paid-up share capital 122.36 122.36

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Nos. in million Rs. in millionAt 31 March 2017 61.18 - Add: Issued during the year - 122.36 At 31 March 2018 61.18 122.36 Add: Issued during the year - - At 30 June 2018 61.18 122.36

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. Thedistribution will be in proportion to the number of equity shares held by shareholders

c. Shares held by holding company and their subsidiaries/associates:

No. in million % holding No. in million % holding Immediate holding company

43.67 71.38% 43.67 71.38%

Subsidiary of Volcan Investments Limited, Bahamas[Ultimate holding company]Vedanta Limited 0.95 1.56% 0.95 1.56%

d. Detail of shareholders holding more than 5 % of shares in the company


43.67 71.38% 43.67 71.38%

NOTE 15 : OTHER EQUITY 30 June 2018 31 March 2018


Securities premiumBalance as per last financial statements 4,536.80 6,748.37 Less: Amount utilised for payment of premium on redemption of preference shares during the year - (2,211.57) Add: Additions on issue of equity shares - - Closing balance 4,536.80 4,536.80

Deficit in the statement of profit and lossBalance as per last financial statements (219.30) (1,369.99) Add: Balance transferred from financial liability for redemption of preference shares no longer payable* - 2,211.57 Loss for the year (488.29) (1,062.52)

Other comprehensive income - 1.64 Net deficit in the statement of profit and loss (707.59) (219.30)

OthersFVOCI reserveBalance as per last financial statements 17,012.25 9,042.69 Add: Fair value of Investments through OCI - 7,969.56 Closing balance 17,012.25 17,012.25

Cash flow hedge reserveBalance as per last financial statements (88.99) 235.44 Add: Cash flow hedge reserve created on hedging contracts 125.04 (88.99) Less: Amount reclassified to statement of profit and loss (88.99) 235.44 Closing balance 125.04 (88.99)

Total other reserves 17,137.28 16,923.26

*

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing

30 June 2018 31 March 2018

Twin Star Overseas Limited, Mauritius

30 June 2018 31 March 2018

Twin Star Overseas Limited, Mauritius (Immediate Holding company)

The Company measured financial liability for redeemable preference shares at amortised cost. At the time of redemption of preference shares, as permitted by section 52(2) of the Companies Act,2013, the Company utilised balance available in securities premium towards the payment of premium on the redemption of redeemable preference shares. Thus, accumulated balance of financial liability is transferred to retained earnings.

110


NOTE 16A : NON CURRENT BORROWINGS 30 June 2018 31 March 2018


Non-current

Term loansIndian rupee loans from banks and financials institutions 10,406.00 9,364.04 Loan from related parties 8,437.16 8,216.13

Redeemable preference shares (unsecured)18,000,000 (31 March 2018: 18,000,000) redeemable preferences shares of Rs. 2 each 35.79 35.79

Long-term maturities of finance lease obligationObligations under finance lease - 0.41

Total non-current borrowings 18,878.95 17,616.37

Current maturies of long-term borrowing (included in Note 18) (Secured) - 3,297.97 Indian rupee loans from banks - 752.49 Indian rupee loans from financial institution - 2,545.47

Current maturies of redeemable preference shares (unsecured) (included in Note 18) - - Current maturies of finance lease obligations (included in Note 18) - 2.92 Interest accrued on long term borrowings (Secured) 15.61 19.50 Interest accrued on redeemable preference shares (Unsecured) - - Total 15.61 3,320.39

a)

b)

c)

d)

e)

f)

g)

h)

i)

Indian rupee term loan from financial institution amounting to Rs. 500.00 million carries interest @ MCLR +225 BPS p.a. Loan amount is repayable in 5 annual installments starting from December 2018 in 5%,10%,20%,30% & 35% of loan amount. The term loan is secured by pari passu charge on below:a) First charge on all movable fixed assets of the Company, present & future.b) First charge on all immoveable fixed assets of the Company, present & futurec) Pledge of 53.04% equity shareholding and 69.64% CCPS of SPGVLd) First charge all receivables , present & futuree) Second charge on all current assets,present & future except assets as mentioned in "d" above for which lender shall have first charge)

Indian rupee term loan from financial institution amounting to Rs. 1400.00 million carries interest @ 11% p.a. Balance loan amount is repayable in 4 annual installments 10%,20%,30% & 35% of loan amount.The term loan is secured by pari passu charge on below:a) First charge on all movable fixed assets of the Company, present & future.b) First charge on all immoveable fixed assets of the Company, present & futurec) Pledge of 53.04% equity shareholding and 69.64% CCPS of SPGVLd) First charge all receivables , present & futuree) Second charge on all current assets,present & future except assets as mentioned in "d" above for which lender shall have first charge)

Indian rupee term loan from financial institution amounting to Rs. 8100.00 million carries interest @ L&T infra PLR minus Spread. The loan amount of Rs. 2000.00 million is repayable in the month of June 2018 and balance is repayable on completion of 36 months from the date of disbursement i.e. Jan 2018The term loan is secured by pari passu charge on below:a) A first ranking and pari passu mortgage on the Mortgaged Property , both present and futureb) First ranking and pari passu charge by the way of hypothecation on all the Movable Fixed Assets, both present and futurec) First Ranking and pari passu charge by the way of hypothecation on all the Recievables, both present and futured) An exclusive charge by the way of hypothecation on the DSRA, The DSR term Deposit and The DSR term Instruments (if any), both present and future

The preference shares carry 0.01% non cumulative dividend. Holders of preference shares have a preferential right to receive their redemption value in precedence to holders' of equity shares in the event at liquidation. There shares carrying face value of Rs.2 per share are to be redeemed at a premium of 8% compounded annually.

Indian rupee loan from subsidiary amounting to Rs.9,200 million and carries nil rate of interest. The loan is repayable on 10 April 2019. Since the interest rate of loan is below market rate, an amount of Rs.734.17 million (net of deferred tax of Rs. 394.28 million) has been classified as repayment of investment by subsidiary and same has been reduced from investments in subsidiary (refer Note 6).

Finance lease obligation is secured by hypothecation of laptops taken on lease. The interest rate implicit in the lease is 10% p.a. The gross investment in lease i.e. lease obligation and interest is payable in quarterly installments at approximately Rs. 0.75 million.

Indian rupee term loan from banks amounting to Rs. 2030.00 million carries interest @ HDFC MCLR + 2.15% p.a. First tranche of the loan amount of Rs. 700.00 million is repaid in Feb 2018 and balance loan amount is repayable in 10 quarterly instalments starting from June 2018. The term loan is secured by pari passu charge on below:a) First Ranking and pari passu charge on the Mortgaged propertiesb) First ranking and pari passu charge by the way of hypothecation on all the Movable Fixed Assetsc) First Ranking and pari passu charge by the way of hypothecation on all the Recievablesd) Second Ranking and pari passu charge by the way of hypothecation on all the Current Assetse) First ranking and pari passu pledge over atleast 51% Pledged Securities of SPGVL held by the borrower

Indian rupee term loan from the bank amounting to Rs.171.90 million carries interest @ Base rate + 1% p.a. Loan amount is repayable in 1 quarterly equated installments of Rs. 93.75 million and the last installment of Rs. 78.15 Cr (excluding interest). The term loan is secured by pari passu charge on below:a) First charge on all movable fixed assets of the Company, present & future.b) First charge on all immoveable fixed assets of the Company, present & futurec) Pledge of 53.04% equity shareholding and 69.64% CCPS of SPGVL d) First charge all receivables , present & futuree) Second charge on all current assets,present & future except assets as mentioned in "d" above for which lender shall have first charge)

Indian rupee term loan from banks amounting to Rs. 1,200.00 million carries interest @ LTMLR + 0.75% p.a. Loan amount is repayable in 12 quarterly equated installments of Rs. 150 million (excluding interest) starting from June 2017.The term loan is secured by pari passu charge on below:a) First charge on all movable fixed assets of the Company, present & future.b) First charge on all immoveable fixed assets of the Company, present & futurec) Pledge of 53.04% equity shareholding and 69.64% CCPS of SPGVLd) First charge all receivables , present & futuree) Second charge on all current assets,present & future except assets as mentioned in "d" above for which lender shall have first charge)

111


Redeemable Preference Shares 30 June 2018 31 March 2018

(Rs. in million) (Rs. in million)Authorised shares (nos. million)36.40 (31 March 2017: 36.40) redeemable preference shares of Rs. 2 each 72.80 72.80

Issued, subscribed and fully paid-up shares (nos. million)Nil (31 March 2017: 17.90) non cumulative redeemable preference shares of Rs. 2 each- Nominal Value - - - Securities Premium - -

Issued, subscribed and fully paid-up shares (nos. million)18.00 (31 March 2018: 18.00) cumulative redeemable preference shares of Rs. 2 each- Nominal Value 36.00 36.00 - Securities Premium - -

Terms/rights attached to equity shares

Reconciliation of the preference shares outstanding at the beginning and at the end of the reporting period

Nos. in million Rs. in millionAt 31 March 2017 17.90 17.90 Add: Issued during the year 18.00 18.00 Less: Redeemed during the year (17.90) (17.90) At 31 March 2018 18.00 18.00 Less: Redeemed during the year - Add: Issued during the year - At 30 June 2018 18.00

Details of preference shareholders holding more than 5% of shares in the company


Yes Bank Limited - 0.00% 16.81 93.93%Clix Capital Finance Private 18.00 100.00% - 0.00%

31 March 2018

The cumulative redeemable preference shares carry preference dividend at 0.01% per annum. Holders of preference shares have a preferential right to receive their redemption value in precedence to holders' of equity shares in the event at liquidation. These shares of face value of Rs.2 per share were issued at par and will be redeemed at a premium of 8% compounded annually.

30 June 2018

112


NOTE 16B : SHORT TERM BORROWINGS 30 June 2018 31 March 2018


Cash credit from banks (secured) 2,061.23 142.08 Working capital demand loans from banks (secured) 2,620.00 1,750.00 Packing credit (secured) 1,616.43 1,272.06 Receivables discounted (secured) - 897.24 Other loan from banks (secured) 204.64 512.20 Suppliers credit (secured) 53.29 282.61 282.61 Total 6,555.59 4,856.19

The above amount includesSecured borrowings 6,556 4,856 4,856 Unsecured borrowings - - -Net amount 6,556 4,856.19

NOTE 17 : TRADE PAYABLES 30 June 2018 31 March 2018


Current6,524.60 7,537.93

Total 6,524.60 7,537.93

Trade payables are non-interest bearing and are normally settled on 60-90 days terms

NOTE 18 : OTHER FINANCIAL LIABILITIES 30 June 2018 31 March 2018


Non CurrentOther financial liabilities at amortised costPayables for property, plant and equipment - 194.04 Payable for employee stock appreciation rights (refer Note 48) - 9.86 Total non-current financial liabilities - 203.90

Current Derivative instruments- Commodity futures (280.68) 583.76 583.76 - Forward contracts - 140.92 140.92

(280.68) 724.68

Current maturities of long-term borrowings - 3,297.97 3,297.97 Current maturities of finance lease obligations - 2.92 2.92 Interest accrued on borrowings 15.61 19.50 Interest free deposit from customers 1.41 1.00 1.00 Earnest money deposit from vendors (36.61) 7.85 7.85 Payables for property plant & equipment* 195.41 2.29 2.29 Others 298.66 223.37 223.37 Total 193.79 4,279.58

Interest free deposits from customer and earnest money deposits to vendor are non interest bearing.

Derivative instruments reflect the change in fair value of foreign exchange forward contracts and commodity future contracts, designated as cash flow hedges to hedge highly probable forecasts/firm commitments for sales and purchases in US Dollars (USD) and Euros (EUR).

Other payables are non-interest bearing and have an average term of 30 -60 days

Interest payable is normally settled within 30 days throughout the financial year.

(iii) Export packing credits are secured by hypothecation of raw materials , work in progress, finished goods and trade receivables and is generally taken for a period of 180 days. It carries interest @ 8.85% - 9.70% p.a.

(iv) Trade receivables are generally discounted for a period of 180 days and carries interest @ 8.10% to 9.50% p.a.(v) Buyer's credit arrangements are secured by hypothecation of raw materials , work in progress,finished goods and trade receivables.Buyer's credit is repaid / rolled over after a period of six months and carry interest '@ 1.51-1.91% p.a. (excluding hedging premium).

(vi) Suppliers' credit arrangements are secured by hypothecation of raw materials , work in progress,finished goods and trade receivables.Suppliers' credit is repaid aftera period of six months where foreign currency suppliers credit carry interest @ 1.50%-2.50% p.a. in (excluding hedging premium) and domestic suppliers credit carry interest '@8.00% - 9.50% p.a.

Trade payables (including acceptances)

(i) Cash credit is secured by hypothecation of raw materials , work in progress, finished goods and trade receivables.The cash credit is repayable on demand and carries interest @ 9.35% -12.50 % p.a.

(ii) Working capital demand loans from banks are secured by hypothecation of raw materials , work in progress, finished goods and trade receivables.Working Capital Demand Loan is generally taken for a period of 30-180 days and carries interest @ 9.55%-9.75%. p.a.

* Payables for purchase of property, plant and equipment are non-interest bearing and are normally settled on 30-90 days terms. It also includes the current maturities of long term payables for purchase of property, plant and equipment which have been valued at amortised cost. It also includes deferred payables for purchase of property, plant and equipment. Deferred payables where credit terms allowed by the vendors are beyond normal credit terms have been measured at cash price equivalent and the differential amount is recognised as interest expense over the period of credit.

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STERLITE POWER TRANSMISSION LIMITED Notes to financial statements for the period ended 30 June 2018

NOTE 19 : EMPLOYEE BENEFIT OBLIGATIONS 30 June 2018 31 March 2018

(Rs. in million) (Rs. in million)Non-currentProvision for employee benefits

Provision for gratuity 0.00 29.51Total - 29.51

CurrentProvision for employee benefits

Provision for gratuity 34.37 2.84Provision for leave benefit 20.25 20.44

Total 54.62 23.28

NOTE 20: DEFERRED TAX LIABILITIES (NET) 30 June 2018 31 March 2018


Deferred tax liability 89.91 89.91

38.86 38.86 Fair valuation of FVTOCI investments 5,355.49 5,355.49 Equity component of interest free loan received from subsidiary 344.41 344.41 MTM of forward contracts and commodity future contracts (75.07) - - Gross deferred tax liability 5,753.61 5,828.67

Deferred tax assetsProvision for doubtful debts and advances 112.55 112.55 Business loss 312.69 312.69 Gross deferred tax assets 425.24 425.24 425.24

Net deferred tax liability 5,328.37 5,403.43

NOTE 21: OTHER LIABILITIES 30 June 2018 31 March 2018


Current LiabilitiesAdvance from customers 980.10 1,385.49 1,385.49 Service tax payable - - - GST payable 695.43 858.63 858.63 TDS payable 46.83 32.53 32.53 Value added tax payable - - - Central sales tax payable - - - Gross amount due to customers for contract work as a liability - 97.18 Others 0.00 344.32 Total 1,722.37 2,718.15

Fixed assets: Impact of difference between tax depreciation and depreciation/amortisation for financial reportingFair valuation of land on transition date

114


NOTE 22: REVENUE FROM OPERATIONSApril 1,2018 to

June 30,2018April 1,2017 to March 31,2018

(Rs. in million) (Rs. in million)4247.68 18952.47

Sale of products Finished goods 4,466.55 20,815.73 Traded goods 443.64 316.83

Revenue from projects 1,026.09 2,540.41

Sale of services 195.31 131.90

Other operating revenue Scrap sales 57.45 96.93

Export incentive # 21.87 60.57 Revenue from operations 6,210.92 23,962.35

# Export incentive are subject to realisation of proceeds of exports from customers

NOTE 23: FINANCE INCOMEApril 1,2018 to



Interest income onBank deposits 1.57 28.01 Loan to related parties - 20.77

Gain on sale of mutual funds 0.80 1.28 Gain on fair valuation of financial assets at fair value through profit or loss - 0.59 Others 13.60 25.18 Total 15.96 75.84

NOTE 24: OTHER INCOME

April 1,2018 to June 30,2018



Management fee income from related parties (refer Note 46) - 84.00 Profit on sale of property, plant and equipment (net) 2.42 27.52 Miscellaneous income 0.03 0.25 Total 2.45 111.76

NOTE 25: COST OF RAW MATERIAL AND COMPONENTS CONSUMEDApril 1,2018 to



Inventory at the beginning of the year 1,486.02 794.58 Add: Purchases 3,637.19 17,896.59

5,123.21 18,691.17 Less: Inventory at the end of the year 1,797.25 1,486.02

Cost of raw material and components consumed 3,325.96 17,205.14

NOTE 26: PURCHASE OF TRADED GOODS AND SUBCONTRACTING EXPENSES

April 1,2018 to June 30,2018



Traded goods purchased 1,172.83 1,086.35 Subcontracting charges* 162.28 376.76

1,335.10 1,463.11 *These charges pertain to services availed in relation to construction contracts

NOTE 27: DECREASE IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND TRADED GOODSApril 1,2018 to



Opening inventories: Traded goods 38.50 50.30Work-in-progress 287.67 455.87Finished goods 201.07 562.38

527.25 1,068.55

Closing inventories:Traded goods (382.43) 38.50Work-in-progress 270.59 287.67Finished goods 432.21 201.07

320.37 527.25

Decrease in inventories of finished goods, work-in-progress and traded goods 206.88 541.31

115


NOTE 28: EMPLOYEE BENEFITS EXPENSEApril 1,2018 to



Salaries, wages and bonus 159.61 598.44 598.44 Contribution to provident fund and superannuation fund 3.89 18.14 18.14 Employees stock appreciaition rights expense (refer Note 48) - 9.86 Gratuity expense (refer Note 34) 1.65 7.18 7.18 Staff welfare expenses 6.06 36.50 36.50 Total 171.22 670.12

NOTE 29: OTHER EXPENSESApril 1,2018 to



Increase / (decrease) of excise duty on inventory - 21.81Consumption of stores and spares 22.89 104.51Power, fuel and water 62.68 249.40Repairs and maintenance- Building 0.55 12.97- Machinery 19.02 88.66Service expenses and labour charges 57.15 294.62Consumption of packing materials 113.62 527.25Sales commission 61.56 96.91Sales promotion 2.40 24.91Carriage outwards 99.96 516.54Rent 20.00 43.66Insurance 5.66 26.06Rates and taxes 0.72 37.72Travelling and conveyance 62.61 126.94Bad debts / advances written off - 0.00Provision for doubtful debts and advances 18.93 4.61Directors sitting fee and commission 0.68 0.61Payment to auditor (refer details below) 0.85 4.66Miscellaneous expenses 286.59 611.07 Total 835.88 2,792.92 2,792.92

NOTE 30: DEPRECIATION AND AMORTISATION EXPENSEApril 1,2018 to



Depreciation of tangible assets 72.21 285.91 285.91 Amortisation of intangible assets 2.59 4.37 4.37 Amortisation of goodwill 118.66 475.96 475.96 Total 193.46 766.24 766.24

NOTE 31: FINANCE COSTApril 1,2018 to



Interest on financial liabilities measured at amortised cost 723.99 1,764.70 Bill discounting and factoring charges (19.28) 106.47 Bank charges 31.79 132.89 Exchange difference to the extent considered as an adjustment to borrowing costs (5.15) 9.20

Total 731.36 2,013.25

NOTE 32: EARNINGS PER SHARE

April 1,2018 to June 30,2018



Loss for the year (488.29) (719.14) (719.14)

61.18 61.18 61.18

Earnings per share Basic and diluted (on nominal value of Rs. 2 per share) Rupees/share (7.98) (11.75)

The following reflects the loss and share data used in the basic and diluted EPS computation

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

Weighted average number of equity shares in calculating basic and diluted EPS

116

NOTE 33: EVENTS AFTER THE REPORTING PERIOD

The Board of directors in it's meeting held on 30 May 2018 approved a Scheme of amalgamation of the Company with its subsidiary company - Sterlite Power Grid VenturesLimited under the Companies Act, 2013 with the appointed date of 1 April 2017 subject to the requisite consents/approvals from shareholders/creditors and relevant regulatory authorities. The Scheme would become effective upon receipt of all requisite approvals and filing of the certified copy of NCLT order with the Registrar ofCompanies.


For S R B C & Co LLP For and on behalf of the Board of Directors of Sterlite Power Transmission LimitedFirm Registration No. 324982E / E300003Chartered Accountants

per Paul Alvares Pravin Agarwal Pratik AgarwalPartner Director CEO & Managing DirectorMembership Number: 105754 DIN: 00022096 DIN: 03040062



117

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra 411001 INDIA CIN: U33120PN2014PLC172393| www.sterlitepower.com


REPORT ADOPTED BY THE BOARD OF DIRECTORS OF STERLITE POWER GRID VENTURES LIMITED

AT ITS MEETING HELD ON MAY 30, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF

AMALGAMATION ON EACH CLASS OF SHAREHOLDERS, KEY MANAGERIAL PERSONNEL,

PROMOTERS AND NON- PROMOTER SHAREHOLDERS

1. BACKGROUND

1.1. The Board of Directors (“Board”) of Sterlite Power Grid Ventures Limited (“Company” or “Transferor

Company”) at its meeting held on May 30, 2018 have approved the draft Scheme of Amalgamation of

the Company with Sterlite Power Transmission Limited (“Transferee Company”) and their respective

shareholders pursuant to provisions of Sections 230 to 232 and other applicable provisions of the

Companies Act, 2013 (“Scheme”).

1.2. Provisions of Section 232(2)(c) of the Companies Act, 2013 require the Directors to adopt a report

explaining the effect of the amalgamation on each class of shareholders, key managerial personnel

(“KMPs”), promoters and non-promoter shareholders of the Company laying out in particular the share

entitlement ratio and specifying any special valuation difficulties and the same is required to be

circulated as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.

1.3. This report of the Board is accordingly being made in pursuance to the requirements of Section

232(2)(c) of the Companies Act, 2013.

1.4. Under the Scheme it is proposed to amalgamate the Company with the Transferee Company.

1.5. The Draft Scheme, duly initialled by the Company Secretary of the Company for the purpose of

identification was placed before the Board

2. VALUATION REPORT | ENTITLEMENT RATIO | ISSUE OF SHARES OR CONSIDERATION

PURSUANT TO THE SCHEME

2.1. The Company is a wholly owned subsidiary of the Transferee Company (i.e. both the equity and the

preference shares of the Company are held entirely by the Transferee Company and its nominees) and

therefore there shall be no issue of equity shares or preference shares by the Transferee Company as

consideration for the amalgamation of the Company with the Transferee Company.

Annexure C - I

118

Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra 411001 INDIA CIN: U33120PN2014PLC172393| www.sterlitepower.com


3. EFFECT OF THE SCHEME ON THE EQUITY AND PREFERENCE SHAREHOLDERS (PROMOTER

AND NON-PROMOTER) OF THE COMPANY

3.1. The Company is a wholly owned subsidiary of the Transferee Company (i.e. both the equity and the

preference shares of the Company are held entirely by the Transferee Company and its nominees).

Pursuant to the Scheme, all the equity and preference shares of the Company held by the Transferee

Company shall be cancelled.

4. EFFECT OF THE SCHEME ON THE KMPs OF THE COMPANY

4.1. The KMPs of the Company shall become employees of the Transferee Company.

4.2. Further, none of the KMPs have any interest in the Scheme except to the extent of the equity shares

held by them as nominee, if any, in the Company.

For and on behalf of the Board

Ved Mani Tiwari

Whole-time Director

DIN – 06652919

Date: 30.05.2018

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Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra – 411 001, INDIA CIN: U74120PN2015PLC156643| www.sterlitepower.com

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110 065, India +91 11 4996 2200

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF STERLITE POWER TRANSMISSION LIMITED

AT ITS MEETING HELD ON MAY 30, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF

AMALGAMATION ON EACH CLASS OF SHAREHOLDERS, KEY MANAGERIAL PERSONNEL,

PROMOTERS AND NON- PROMOTER SHAREHOLDERS

1. BACKGROUND

1.1. The Board of Directors (“Board”) of Sterlite Power Transmission Limited (“Company” or “Transferee

Company”) at its meeting held on May 30, 2018 have approved the draft Scheme of Amalgamation of

Sterlite Power Grid Ventures Limited (“Transferor Company”) with the Company and their respective

shareholders pursuant to provisions of Sections 230 to 232 and other applicable provisions of the

Companies Act, 2013 (“Scheme”).

1.2. Provisions of Section 232(2)(c) of the Companies Act, 2013 require the Directors to adopt a report

explaining the effect of the amalgamation on each class of shareholders, key managerial personnel

(“KMPs”), promoters and non-promoter shareholders of the Company laying out in particular the share

entitlement ratio and specifying any special valuation difficulties and the same is required to be circulated

as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.

1.3. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2)(c)

of the Companies Act, 2013.

1.4. Under the Scheme it is proposed to amalgamate the Transferor Company with the Company.

1.5. The Draft Scheme, duly initialed by the Company Secretary of the Company for the purpose of

identification was placed before the Board

2. VALUATION REPORT | ENTITLEMENT RATIO | ISSUE OF SHARES OR CONSIDERATION

PURSUANT TO THE SCHEME

2.1. The Transferor Company is a wholly owned subsidiary of the Company (i.e. both the equity and the

preference shares of the Transferor Company are held entirely by the Company and its nominees) and

therefore there shall be no issue of shares by the Company as consideration for the amalgamation of

the Transferor Company with the Company.

3. EFFECT OF THE SCHEME ON THE EQUITY AND PREFERENCE SHAREHOLDERS (PROMOTER

AND NON-PROMOTER) OF THE COMPANY

Annexure C - II

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Registered Office: 4th Floor, Godrej Millennium, 9, Koregaon Road, Pune, Maharashtra – 411 001, INDIA CIN: U74120PN2015PLC156643| www.sterlitepower.com

Sterlite Power Transmission Limited, F-1, The Mira Corporate Suites, 1 & 2, Ishwar Nagar, Mathura Road, New Delhi – 110 065, India +91 11 4996 2200

3.1. Pursuant to the Scheme, there will be no adverse impact on the shareholders of the Company.

4. EFFECT OF THE SCHEME ON THE KMPs OF THE COMPANY

4.1. There shall be no impact of the Scheme on the KMPs of the Company.

4.2. Further, none of the KMPs have any interest in the Scheme except to the extent of the equity shares

held by them, if any, in the Company and/ or any of the Transferor Company.

For and on behalf of the Board

Pravin Agarwal

Chairman

DIN - 00022096

Date: 30.05.2018

121



IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY APPLICATION NO. 707 OF 2018


and

In the matter of the Scheme of Amalgamation of Sterlite Power Grid Ventures Limited with Sterlite Power Transmission Limited and their respective shareholders

Sterlite Power Grid Ventures Limited, a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001. First Applicant / Transferor Company

FORM OF PROXY

I/We, ____________, the undersigned Equity Shareholder/s of Sterlite Power Grid Ventures Limited, being the Applicant Company abovenamed, do hereby appoint Mr./Ms.____________________________ of _________________ and failing him/her ________________________________ of ____________________________ as my/our proxy, to act for me/us at the meeting of the Equity Shareholders of the First Applicant Company to be held at the registered office of Sterlite Power Grid Ventures Limited at 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune, Maharashtra - 411001 on Monday, October 15, 2018 at 10.00 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation amongst Sterlite Power Grid Ventures Limited and Sterlite Power Transmission Limited and their respective shareholders ('”Scheme”) and at such meeting, and at any adjournment or adjournments thereof, to vote, for me/us and in my/our name(s) ________________ (here, if ‘for’, insert ‘FOR’, if ‘against’, insert ‘AGAINST’, and in the latter case, strike out the words below after ‘the Scheme’) the said arrangement embodied in the Scheme, either with or without modification(s)*, as my/our proxy may approve. (*Strike out whatever is not applicable)

Dated this ____ day of __________ 2018. Signature

Name:

Address:

No. of shares held:

(For Demat holding)

DP Id. Client Id.

(For Physical holding)

Folio No.

Signature of Shareholder(s): Sole holder/ First Holder -

______________________

Second holder -

Revenue Stamp

122



______________________

Third holder -

______________________

Signature of Proxy: -______________________

Notes:

1. The proxy must be deposited at the registered office of Sterlite Power Grid VenturesLimited at 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra - 411001 atleast 48 (forty-eight) hours before the scheduled time of the commencement of the saidmeeting.

2. All alterations made in the form of proxy should be initialled.

3. Please affix appropriate revenue stamp before putting signature.

4. In case of multiple proxies, the proxy later in time shall be accepted.

5. Proxy need not be a shareholder of Sterlite Power Grid Ventures Limited.

6. No person shall be appointed as a proxy who is a minor.

7. The proxy of a shareholder blind or incapable of writing would be accepted if suchshareholder has attached his signature or mark thereto in the presence of a witness whoshall add to his signature his description and address: provided that all insertions in theproxy are in the handwriting of the witness and such witness shall have certified at the footof the proxy that all such insertions have been made by him at the request and in thepresence of the shareholder before he attached his signature or mark.

8. The proxy of a shareholder who does not know English would be accepted if it is executedin the manner prescribed in point no. 7 above and the witness certifies that it was explainedto the shareholder in the language known to him and gives the shareholder’s name inEnglish below the signature.

123



STERLITE POWER GRID VENTURES LIMITED Registered Office: 4th Floor, Godrej Millennium 9 Koregaon Road, Pune, Maharashtra - 411001

CIN: U33120PN2014PLC172393 Tel: 91 11 49962200 • Fax: 91 11 49962288• Email: [email protected] •

Website: www.spgvl.in

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING HALL

MEETING OF EQUITY SHAREHOLDERS ON MONDAY, THE 15TH DAY OF OCTOBER 2018 AT 10:00 A.M.

I/We hereby record my/our presence at the meeting of the equity shareholders of Sterlite Power Grid Ventures Limited, the Company, convened pursuant to the order dated September 12, 2018 of the NCLT at the registered office of the Sterlite Power Grid Ventures Limited, on Monday, the 15th day of October 2018 at 10:00 a.m.

Name and address of Equity Shareholder (IN BLOCK LETTERS) : _________________________________________

_________________________________________

_________________________________________

Signature : _________________________________________

Reg. Folio No. : _________________________________________

Client ID : _________________________________________

D. P. ID : _________________________________________

No. of Shares : _________________________________________

Name of the Proxy* (IN BLOCK LETTERS)

: _________________________________________

Signature : _________________________________________

*(To be filled in by the Proxy in case he/she attends instead of the shareholder)

Notes:

1. Equity Shareholders attending the meeting in person or by proxy or through authorisedrepresentative are requested to complete and bring the Attendance slip with them andhand it over at the entrance of the meeting hall.

2. Equity Shareholders who come to attend the meeting are requested to bring their copy ofthe Scheme with them.

3. Equity Shareholders who hold shares in dematerialized form are requested to bring theirclient ID and DP ID for easy identification of attendance at the meeting.

4. Equity Shareholders are informed that in case of joint holders attending the meeting, onlysuch joint holder whose name stands first in the Register of Members of Sterlite PowerGrid Ventures Limited in respect of such joint holding will be entitled to vote.

124




Route Map for the venue of the meeting

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notice of meeting of the equity shareholders of … · ishwar nagar, mathura road, new delhi –...

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