National Thermal Power Corporation Limited

*For category IV - series 3B option for 20 years

Issue Highlights:

Issue Opens	Tuesday, December 03, 2013	Minimum Application	5 Bonds (Rs. 5,000) (Individually or collectively, across all series of Bonds)
Issue Closes	Monday, December 16, 2013	Annualised Yield (Retail - Category IV)	8.66% p.a series 1B Option 1 for 10 yrs 8.73% p.a series 2B Option 2 for 15 yrs 8.91% p.a series 3B Option 3 for 20 yrs
Issue Price	Rs. 1000/- per Bond	Credit Ratings	"CRISIL AAA" by CRISIL Limited "[ICRA] AAA (Stable)" by ICRA Limited

Business Overview:

NTPC, India's largest power company, was set up in 1975 to accelerate power development in India. It is emerging as an 'Integrated Power Major', with a significant presence in the entire value chain of power generation business. NTPC ranked 337th in the '2012, Forbes Global 2000' ranking of the World’s biggest companies. With a current generating capacity of 41,794 MW, NTPC plans to become a 128,000 MW company by 2032.

Issue Highlights:

Issue Opens	Tuesday, December 03, 2013
Issue Closes	Monday, December 16, 2013
Issue Price	Rs. 1000/- per Bond
Face Value	Rs. 1000/- per Bond
Minimum Application	5 Bonds (Rs. 5,000) (Individually or collectively, across all series of Bonds)
Rating	"CRISIL AAA" by CRISIL Limited and "[ICRA] AAA (Stable)" by ICRA Limited
Listing On	BSE and NSE
Registrar	Karvy Computershare Private Limited
Annualised Yield (Retail - Category IV)	8.66% p.a series 1B Option 1 for 10 yrs 8.73% p.a series 2B Option 2 for 15 yrs 8.91% p.a series 3B Option 3 for 20 yrs
Annualised Yield (Non Retail - Category I, II and III)	8.41% p.a series 1A Option 1 for 10 yrs 8.48% p.a series 2A Option 1 for 15 yrs 8.66% p.a series 3A Option 1 for 20 yrs

Allotment is on First Come First Serve Basis

Specific terms for each series of Bonds

Options / Series of Bonds*	Tranche I Series 1A	Tranche I Series 2A	Tranche I Series 3A
Coupon rate (%) p.a. For Category I, II & III#	8.41%	8.48%	8.66%
Annualised yield (%) p.a. For Category I, II & III#	8.41%	8.48%	8.66%
Options / Series of Bonds*	Series 1B	Series 2B	Series 3B
Coupon rate (%) p.a. For Category IV#	8.66%	8.73%	8.91%
Annualised yield (%) p.a. For Category IV#	8.66%	8.73%	8.91%
	For Category I, II, III and IV#
Frequency of Coupon / Interest Payment	Annually	Annually	Annually
Minimum Application	5 Bonds (Rs. 5,000) (Individually or collectively, across all series of Bonds)
In Multiples of	One Bond (Rs. 1,000/-)
Face Value	Rs. 1,000/-
Issue Price	Rs. 1,000/-
Tenor	10 Years	15 Years	20 Years
Redemption Date	10 years from the Deemed Date of Allotment	15 years from the Deemed Date of Allotment	20 years from the Deemed Date of Allotment
Redemption Amount	Amount repayable on the Bonds, comprising the face value of the Bonds, together with Coupon/Interest accrued at the applicable Coupon/Interest rate for each Series of Bonds on the respective Redemption Dates or Maturity Dates.
Nature of Indebtedness	The claims of the Bondholders shall be superior to the claims of any unsecured creditors of our Company and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other secured creditors of our Company having the same security.

* Our Company shall Allot Series 2A/Series 2B (depending upon the category of Applicants) for all valid Applications, where the Applicants have not indicated their choice of the relevant Series of Bonds.

# Pursuant to the CBDT Notification and for avoidance of doubt, it is clarified as under: a. The coupon rates indicated under Series 1B, Series 2B and Series 3B shall be payable only on the Retail Individual Investor Portion in the Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under the Retail Individual Investor Category/Category IV; b. If the Bonds allotted against Series 1B, Series 2B and Series 3B are transferred by Retail Individual Investors to Non- Retail Individual Investors, being Category I, Category II and Category III investors, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Series 1A, Series 2A and Series 3A respectively; c. If the Bonds allotted against Series 1B, Series 2B and Series 3B are sold/transferred by the Retail Individual Investors to investor(s) who fall under the Retail Individual Investor category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged; d. If on any Record Date, the original Retail Individual Investor Allottee(s)/transferee(s) hold the Bonds under Series 1A, Series 1B, Series 2A, Series 2B, Series 3A and Series 3B for an aggregate face value amount of over Rs. 10 lakh, then the coupon rate applicable to such Retail Individual Investor Allottee(s)/transferee(s) on Bonds under Series 1B, Series 2B, Series 3B shall stand at par with coupon rate applicable on Series 1A, Series 2A, and Series 3A, respectively; e. Bonds Allotted under Series 1A, Series 2A and Series 3A shall carry coupon rates indicated above until the maturity of the respective Series of Bonds irrespective of category of holder(s) of such Bonds; and f. For the purpose of classification and verification of status of the eligibility of a Bondholder under the Retail Individual Investor category, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds Allotted under the Issue shall aggregated on the basis of PAN.

Click here to download the prospectus of this NCD Issue.

Salient Features Of The Issue

Issuer	National Thermal Power Corporation Ltd. (NTPC)
Issue Size	Public issue by the Company of tax-free secured redeemable non-convertible Bonds of face value of Rs. 1,000 each in the nature of debentures having tax benefits under Section 10(15)(iv)(h) of the Income Tax Act, aggregating up to Rs. 1,000 crore with an option to retain oversubscription up to Rs. 750 crore for issuance of additional Bonds aggregating to a total of up to Rs. 1,750 crore^ during fiscal 2014.
Stock Exchanges proposed for listing	BSE & NSE
Mode of Allotment and Trading	In dematerialized form and physical form, at the option of the Applicant**
Trading lot	1 (one) Bond
Depositories	NSDL and CDSL
Rating	CRISIL AAA by CRISIL and [ICRA] AAA (Stable) by ICRA
Issue Schedule	Issue Opens: December 3, 2013 Issue Closes: December 16, 2013
Pay-in date	3 (three) Business Days from the date of upload of application in the book building system of BSE or the date of realisation of the cheques/demand drafts, whichever is later
Deemed Date of Allotment	The date on which the Board approves the Allotment of Bonds for the Issue or such date as may be determined by the Board and notified to the Designated Stock Exchange. All benefits accruing in relation to the Bonds including interest on Bonds shall be available from Deemed Date of Allotment. Actual Allotment of Bonds may occur on a date other than Deemed Date of Allotment

^ In terms of the CBDT Notification, the Company is authorized to raise a minimum of 70.00% of the Issue Size, by way of public issue and during the process of the public issue(s), the Company may also, at its discretion, raise Bonds through private placement route for an amount not exceeding 30.00% of the Issue Size, wherein suitable amount shall be earmarked for sovereign wealth funds, pension and gratuity funds. In case the Company issues bonds through private placement route, the amount of oversubscription that may be retained through public issue shall stand reduced accordingly. The Company shall ensure that bonds issued pursuant to the CBDT Notification through public issue route and private placement route in fiscal 2014 shall, in aggregate, not exceed Rs. 1,750 crore.

**In terms of Regulation 4(2) (d) of the SEBI Debt Regulations, the Company will make the public issue of the Bonds in the dematerialized form. However, in terms of Section 8 (1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the Bonds in physical form will fulfill such request. However, trading in Bonds shall be compulsorily in dematerialized form.

Who Can Apply

Categories		Reservation for Categories	Basis of allocation incase of over subscription
Category I: (QIB)	PFIs as defined in Section 2(72) of the Companies Act 2013; Alternative Investment Funds as defined in and registered under the SEBI (Alternative Investment Funds) Regulations, 2012 ("Alternative Investment Funds" or "AIFs"); Scheduled commercial banks; · Mutual Funds registered with SEBI; State industrial development corporations; · Indian bilateral funds and Indian multilateral funds Insurance companies registered with the Insurance Regulatory and Development Authority; Provident funds with a minimum corpus of Rs. 25 crore; Pension funds with a minimum corpus of Rs. 25 crore; The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the GoI, published in the Gazette of India; Insurance funds set up and managed by the army, navy, or air force of the Union of India; and · Insurance funds set up and managed by the Department of Posts, India, subject to such being authorized to invest in the Bonds.	10% of Overall Issue Size	On first-come-first-serve basis
Category II: (Corporate)	Companies falling within the meaning of Section 2(20) of the Companies Act 2013; and Limited liability partnerships, statutory corporations, trusts, societies, partnership firms in the name of their respective partners, associations of persons, co-operative banks, regional rural banks and other legal entities constituted and/or registered under applicable laws in India, that are authorized to invest in Bonds by their respective constitutional and/or charter documents, subject to compliance with respective applicable laws.	25% of Overall Issue Size	On first-come-first-serve basis
Category III: (HNI)	Investors falling under the following categories applying for an amount aggregating to more than Rs.10 lakh across all Series of Bonds in the Issue: · Resident Individual Investors; · NRIs applying on a nonrepatriation basis only; and HUFs applying in the name of their respective kartas.	25% of Overall Issue Size	On first-come-first-serve basis
Category IV: (Retail)	Investors falling under the following categories applying for an amount aggregating up to and including Rs. 10 lakh across all Series of Bonds in the Issue: · Resident Individual Investors; · NRIs applying on a non- repatriation basis only; and HUFs applying in the name of their respective kartas.	40% of Overall Issue Size	On first-come-first-serve basis