Orient Green Power ALOF Final
Orient Green Power ALOF Final
Orient Green Power ALOF Final
Monitoring Agency
Our Company has appointed CRISIL Ratings Limited to monitor the utilization of the Gross Proceeds and the Monitoring Agency shall submit
a report to our Board as required under Regulation 82 of the SEBI ICDR Regulations. For more details, please refer to the section “Objects of
the Issue” beginning on page 95 of the Letter of Offer.
EQUITY SHAREHOLDING PATTERN
i. The shareholding pattern of our Company as on June 30, 2024, can be accessed on the website of the BSE at: https://www.bseindia.com/stock-
share-price/orient-green-power-company-ltd/greenpower/533263/shareholding-pattern/and the website of NSE at:
https://www.nseindia.com/companies-listing/corporate-filings-shareholding-pattern?symbol=GREENPOWER&tabIndex=equity.
ii. Statement showing holding of Equity Shares of the Promoters and Promoter Group including details of lock-in, pledge of and encumbrance
thereon, as on June 30, 2024 can be accessed on the website of the BSE at:
https://www.bseindia.com/corporates/shpPromoterNGroup.aspx?scripcd=533263&qtrid=122.00&QtrName=June%202024 and NSE at
https://www.nseindia.com/companies-listing/corporate-filings-shareholding-pattern?symbol=GREENPOWER&tabIndex=equity
iii. Statement showing holding of Equity Shares of persons belonging to the category “Public” including shareholders holding more than 1% of the
total number of Equity Shares as on June 30, 2024 can be accessed on the website of the BSE at:
https://www.bseindia.com/corporates/shpPublicShareholder.aspx?scripcd=533263&qtrid=122.00&QtrName=June%202024 and NSE at
https://www.nseindia.com/companies-listing/corporate-filings-shareholding-pattern?symbol=GREENPOWER&tabIndex=equity
For more details, please refer to the section titled “Capital Structure” beginning on page 91 of the Letter of Offer
BOARD OF DIRECTORS
S. No. Name Designation Other Directorships
1. Kodumudi Sambamurthi Sripathi Chairman and Independent Indian Companies:
Director
i. Trigyn Technologies Limited
2. Thyagarajan Shivaraman Managing Director and Chief Indian Companies:
Executive Officer
i. SVL Limited;
ii. Delta Renewable Energy Private Limited and
iii. Tvasta Manufacturing Solutions Private Limited
Foreign Companies:
i. PC Jeweller Limited;
ii. Bhartiya International Limited;
iii. Gold Plus Glass Industry Limited; and
iv. Aviom India Housing Finance Private Limited.
For more details, see the chapter titled “Our Management” on page 185 of the Letter of Offer.
NEITHER OUR COMPANY NOR OUR PROMOTER OR ANY OF OUR DIRECTORS HAVE BEEN DECLARED AS A WILFUL
DEFAULTER BY THE RBI OR ANY OTHER GOVERNMENT AUTHORITY
FINANCIAL INFORMATION
The details as per the Restated Consolidated Financial Information as at and for the Financial Years ended on March 31, 2024, 2023 and 2022:
(₹ in lakhs)
S. No. Particulars March 31, 2024 March 31, 2023 March 31, 2022
1. Share Capital 98,072 75,072 75,072
2. Net Worth 78,813 52,362 48,946
3. Revenue from operations 27,098 25,831 31,063
4. Profit after Tax 3,840 3,510 4,655
5. Earnings per Share (Continuing Operations) 0.41 0.42 0.54
6. Net Asset Value per equity share 8.04 6.97 6.52
7. Total borrowings 74,022 1,07,359 1,21,500
INTERNAL RISK FACTORS
The below mentioned risks are the top five risk factors as per the Letter of Offer:
The below mentioned are top 5 risk factors as per the Letter of Offer:
1. Our Company proposed a portion of the Net Proceeds will be utilized for (i) repayment or prepayment, in full or part of unsecured loans
availed from Gamma Green Power Private Limited ("GGPPL") which is a Subsidiary of our Company, as well as Clarion Wind Farm Private
Limited ("CWFPL"), a Step-Down Subsidiary; (ii) providing new loans to Gamma Green Power Private Limited ("GGPPL") and Clarion
Wind Farm Private Limited ("CWFPL") to facilitate them in fully or partially repaying unsecured loans availed from our Promoter, SVL
Limited. Accordingly, the utilization of that portion of the Net Proceeds will not result in creation of any tangible assets. Additionally, Beta
Wind Farm Private Limited ("BWFPL") will receive a portion of the Net Proceeds for security deposits related to lease agreements.
2. Due to the seasonal nature of the industry, we operate in, we may not be able to achieve complete utilisation of the windmills owned and
operated by our Subsidiaries, which in turn could materially and adversely affect our business, prospects, financial condition and results of
operation. The average capacity utilisation of the wind farms of our Subsidiaries, was 15.2%, 14.4% and 15.6% in the years ended March
31, 2024, March 31, 2023 and March 31, 2022.
3. Our Promoters have incurred negative net worth and losses in the past
4. We cannot assure you that the proposed solar project which is proposed to be funded from the Net Proceeds will become operational as
scheduled, or at all, or operate as efficiently as planned. If we are unable to commission our new project in a timely manner or without cost
overruns, it may adversely affect our business, results of operations and financial condition.
5. Our Promoters and our Company has no prior experience in developing and operating solar energy projects. In the event that our Promoters
or our Company are unable to understand the market operations and the risks related to the same, our business, financial performance and
cash flows may be affected.
For further details, see the section “Risk Factors” on page 26 of the Letter of Offer.
Name of Entity Criminal Tax Proceedings Statutory or Disciplinary actions Material Civil Aggregate amount
Proceedings Regulatory by SEBI or Stock Litigation involved (₹ in lakhs) #
Proceedings Exchange
Company
By the Company Nil 7 Nil Nil Nil 88.76
Against the Company 1 Nil 1 5 2 2,567.59#
Directors
By our Directors Nil Nil Nil Nil Nil Nil
Against the Directors Nil Nil Nil Nil Nil Nil
Promoters
By Promoters Nil 5 Nil Nil Nil 764.34
Against Promoters Nil 1 Nil 1 Nil 6.00
Subsidiaries
By Subsidiaries Nil 7 Nil Nil 2 2,589.81
Against Subsidiaries Nil Nil Nil Nil 2 Nil
#
To the extent quantifiable.
For further details in relation to the pending litigation involving our Company, see section “Outstanding Litigation and Material Developments”
on page 272 of the Letter of Offer.
TERMS OF THE ISSUE
In accordance with the SEBI ICDR Regulations and SEBI Master Circular, the Abridged Letter of Offer, the Application Form, the Rights
Entitlement Letter and other Issue material will be sent/ dispatched only to the Eligible Equity Shareholders who have provided their Indian
address to our Company and who are located in jurisdictions where the offer and sale of the Rights Entitlement or Rights Equity Shares is
permitted under laws of such jurisdiction and does not result in and may not be construed as, a public offering in such jurisdictions. In case such
Eligible Equity Shareholders have provided their valid e-mail address, the Abridged Letter of Offer, the Application Form, the Rights Entitlement
Letter and other Issue material will be sent only to their valid e-mail address and in case such Eligible Equity Shareholders have not provided
their e-mail address, then the Abridged Letter of Offer, the Application Form, the Rights Entitlement Letter and other Issue material will be
physically dispatched, on a reasonable effort basis, to the Indian addresses provided by them. Further, the Draft Letter of Offer and the Letter of
Offer will be sent/ dispatched to the Eligible Equity Shareholders who have provided Indian address and who have made a request in this regard.
In case such Eligible Equity Shareholders have provided their valid e-mail address, the Letter of Offer will be sent only to their valid e-mail
address and in case such Eligible Equity Shareholders have not provided their e-mail address, then the Letter of Offer will be dispatched, on a
reasonable effort basis, to the Indian addresses provided by them. Investors can access the Draft Letter of Offer, the Letter of Offer, the Abridged
Letter of Offer and the Application Form (provided that the Eligible Equity Shareholder is eligible to subscribe for the Rights Equity Shares
under applicable laws) on the websites of:
In case the Eligible Equity Shareholders have provided their valid e-mail address, the Letter of Offer will be sent only to their valid e-mail address
and in case such Eligible Equity Shareholders have not provided their e-mail address, then the Letter of Offer will be dispatched, on a reasonable
effort basis, to the Indian addresses provided by them. Eligible Equity Shareholders can also obtain the details of their respective Rights
Entitlements from the website of the Registrar (i.e., https://rights.cameoindia.com/orient) by entering their DP ID and Client ID or folio number
(for Eligible Equity Shareholders who hold Equity Shares in physical form as on Record Date) and PAN. The link for the same shall also be
available on the website of our Company (i.e., www.orientgreenpower.com).
Eligible Equity Shareholders can also obtain the details of their respective Rights Entitlements from the website of the Registrar (i.e.,
https://rights.cameoindia.com/orient) by entering their DP ID and Client ID or folio number (for Eligible Equity Shareholders who hold Equity
Shares in physical form as on Record Date) and PAN. The link for the same shall also be available on the website of our Company (i.e.,
www.orientgreenpower.com).
If Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not provided the details of their demat accounts
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to our Company or to the Registrar, they are required to provide their demat account details to our Company or the Registrar not later than two
clear Working Days prior to the Issue Closing Date, to enable the credit of the Rights Entitlements by way of transfer from the demat suspense
escrow account to their respective demat accounts, at least one day before the Issue Closing Date. Such Eligible Equity Shareholders holding
shares in physical form can update the details of their respective demat accounts on the website of the Registrar (i.e.
https://rights.cameoindia.com/orient). Such Eligible Equity Shareholders can make an Application only after the Rights Entitlements is credited
to their respective demat accounts.
In accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Master Circular, the credit of Rights Entitlements
and Allotment of Rights Equity Shares shall be made in dematerialized form only.
Prior to the Issue Opening Date, our Company shall credit the Rights Entitlements to (i) the demat accounts of the Eligible Equity Shareholders
holding the Equity Shares in dematerialised form; and (ii) a demat suspense escrow account (namely, “ Orient Green Power Company Limited
– Rights Issue Suspense Escrow Demat Account”) opened by our Company, for the Eligible Equity Shareholders which would comprise Rights
Entitlements relating to (a) Equity Shares held in the account of the IEPF authority; or (b) the demat accounts of the Eligible Equity Shareholder
which are frozen or the Equity Shares which are lying in the unclaimed suspense account (including those pursuant to Regulation 39 of the SEBI
LODR Regulations) or details of which are unavailable with our Company or with the Registrar on the Record Date; or (c) Equity Shares held
by Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date where details of demat accounts are not provided by
Eligible Equity Shareholders to our Company or Registrar; or (d) credit of the Rights Entitlements returned/reversed/failed; or (e) the ownership
of the Equity Shares currently under dispute, including any court proceedings, if any; or (f) non-institutional equity shareholders in the United
States.
Eligible Equity Shareholders are requested to provide relevant details (such as copies of self-attested PAN and client master sheet of demat
account etc., details/ records confirming the legal and beneficial ownership of their respective Equity Shares) to our Company or the Registrar
not later than two clear Working Days prior to the Issue Closing Date, i.e., by Tuesday, September 10, 2024 to enable the credit of their Rights
Entitlements by way of transfer from the demat suspense escrow account to their demat account at least one day before the Issue Closing Date,
i.e., by Thursday, September 12, 2024 to enable such Eligible Equity Shareholders to make an application in the Issue, and this communication
shall serve as an intimation to such Eligible Equity Shareholders in this regard.
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Master Circular, the credit of Rights
Entitlements and Allotment of Rights Equity Shares shall be made in dematerialised form only. Accordingly, Eligible Equity Shareholders
holding Equity Shares in physical form as on Record Date and desirous of subscribing to Rights Equity Shares in the Issue are advised to furnish
the details of their demat account to the Registrar or our Company at least two clear Working Days prior to the Issue Closing Date, to enable the
credit of their Rights Entitlements in their respective demat accounts at least one day before the Issue Closing Date.
PLEASE NOTE THAT THE ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY SHARES IN PHYSICAL FORM AS ON RECORD
DATE AND WHO HAVE NOT FURNISHED THE DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR OR OUR
COMPANY AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN
APPLICATION FOR RIGHTS EQUITY SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES
HELD IN PHYSICAL FORM.
In case where multiple Applications are made using same demat account in respect of the same Rights Entitlement, such Applications shall be
liable to be rejected. A separate Application can be made in respect of Rights Entitlements in each demat account of the Investors and such
Applications shall not be treated as multiple applications. Similarly, a separate Application can be made against Equity Shares held in
dematerialized form and Equity Shares held in physical form, and such Applications shall not be treated as multiple applications. Further,
additional applications in relation to additional Rights Equity Shares with/without using additional Rights Entitlements will not be treated as
multiple application. A separate Application can be made in respect of each scheme of a mutual fund registered with SEBI and such Applications
shall not be treated as multiple applications. For details, see “- Procedure for Applications by Mutual Funds” page 304 of the Letter of Offer. In
cases where Multiple Application Forms are submitted, including cases where (a) an Investor submits Application Forms along with a plain paper
Application or (b) multiple plain paper Applications (c) or multiple applications through ASBA, such Applications shall be treated as multiple
applications and are liable to be rejected, other than multiple applications submitted by our Promoter to meet the minimum subscription
requirements applicable to the Issue as described in “General Information – Minimum Subscription” on page 89 of the Letter of Offer.
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Investors may apply for the Rights Equity Shares by submitting the Application Form to the Designated Branch of the SCSB or online/electronic
Application through the website of the SCSBs (if made available by such SCSB) for authorising such SCSB to block Application Money payable
on the Application in their respective ASBA Accounts. Investors are also advised to ensure that the Application Form is correctly filled up stating
therein the ASBA Account in which an amount equivalent to the amount payable on Application as stated in the Application Form will be blocked
by the SCSB. Applicants should note that they should very carefully fill-in their depository account details and PAN in the Application Form or
while submitting application through online/electronic Application through the website of the SCSBs (if made available by such SCSB). Please
note that incorrect depository account details or PAN or Application Forms without depository account details shall be treated as incomplete and
shall be rejected. For details, see “- Grounds for Technical Rejection” page 301 of the Letter of Offer.
Additionally, in terms of Regulation 78 of the SEBI ICDR Regulations, Investors may choose to accept the offer to participate in the Issue by
making plain paper Applications. Please note that SCSBs shall accept such applications only if all details required for making the application as
per the SEBI ICDR Regulations are specified in the plain paper application and that Eligible Equity Shareholders making an application in the
Issue by way of plain paper applications shall not be permitted to renounce any portion of their Rights Entitlements. For details, see “- Making
of an Application by Eligible Equity Shareholders on Plain Paper under ASBA process” on page 298 of the Letter of Offer.
The Rights Equity Shares are being offered on a rights basis to the Eligible Equity Shareholders in the ratio of up to ten (10) Rights Equity Shares
for every fifty-one (51) fully paid-up Equity Share(s) held on the Record Date, being Tuesday, August 13, 2024.
Fractional Entitlements
The Rights Equity Shares are being offered on a rights basis to Eligible Equity Shareholders in the ratio of ten (10) Rights Equity Shares for
every fifty-one (51) Equity Shares of face value of ₹ 10 each held on the Record Date. For Equity Shares being offered on a rights basis under
the Issue, if the shareholding of any of the Eligible Equity Shareholders is less than six (06) Rights Equity Shares of face value of ₹ 10 each or
not in the multiple of fifty-one (51), the fractional entitlement of such Eligible Equity Shareholders shall be ignored in the computation of the
Rights Entitlement. However, the Eligible Equity Shareholders whose fractional entitlements are being ignored, will be given preferential
consideration for the allotment of one additional Equity Share each if they apply for additional Equity Shares over and above their rights
entitlement, if any.
For example, if an Eligible Equity Shareholder holds six (06) Equity Shares of face value of ₹ 10 each, such Equity Shareholder will be entitled
to one (01) Equity Share of face value of ₹ 10 each and will also be given a preferential consideration for the Allotment of one Additional Rights
Equity Share if such Eligible Equity Shareholder has applied for Additional Rights Equity Shares, over and above his/her Rights Entitlements,
subject to availability of Rights Equity Shares in the Issue post allocation towards Rights Entitlements applied for.
Further, the Eligible Equity Shareholders holding less than six (06) Equity Shares of face value of ₹ 10 each shall have ‘zero’ entitlement in the
Issue. Such Eligible Equity Shareholders are entitled to apply for additional Equity Shares and will be given preference in the allotment of one
additional Equity Share if, such Eligible Equity Shareholders apply for the additional Equity Shares. However, they cannot renounce the same in
favour of third parties and the application forms shall be non-negotiable.
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts, either in full or in part (a)
by using the secondary market platform of the Stock Exchanges (the “On Market Renunciation”); or (b) through an off market transfer (the
“Off Market Renunciation”), during the Renunciation Period. The Investors should have the demat Rights Entitlements credited / lying in
his/her own demat account prior to the renunciation. The trades through On Market Renunciation and Off Market Renunciation will be settled
by transferring the Rights Entitlements through the depository mechanism.
In accordance with the SEBI Master Circular, the resident Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record
Date shall be required to provide their demat account details to our Company or the Registrar to the Issue for credit of REs not later than two
Working Days prior to Issue Closing Date, such that credit of REs in their demat account takes place at least one day before Issue Closing Date,
thereby enabling them to renounce their Rights Entitlements through Off Market Renunciation.
8
Investors may be subject to adverse foreign, state or local tax or legal consequences as a result of trading in the Rights Entitlements. Investors
who intend to trade in the Rights Entitlements should consult their tax advisor or stock-broker regarding any cost, applicable taxes, charges and
expenses (including brokerage) that may be levied for trading in Rights Entitlements.
Please note that the Rights Entitlements which are neither renounced nor subscribed by the Investors on or before the Issue Closing Date shall
lapse and shall be extinguished after the Issue Closing Date.
₹13 per Rights Equity Share (including premium of ₹3 per Rights Equity Share) shall be payable on Application.
The Lead Managers and our Company accept no responsibility to bear or pay any cost, applicable taxes, charges and expenses (including
brokerage), and such costs will be incurred solely by the Investors.
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by trading/selling them
on the secondary market platform of the Stock Exchanges through a registered stock-broker in the same manner as the existing Equity Shares
of our Company. In this regard, in terms of provisions of the SEBI ICDR Regulations and the SEBI Master Circular, the Rights Entitlements
credited to the respective demat accounts of the Eligible Equity Shareholders shall be admitted for trading on the the Stock Exchanges under
ISIN: INE999K20022 subject to requisite approvals. Prior to the Issue Opening Date, our Company will obtain the approval from the Stock
Exchanges for trading of Rights Entitlements. No assurance can be given regarding the active or sustained On Market Renunciation or the price
at which the Rights Entitlements will trade. The details for trading in Rights Entitlements will be as specified by the Stock Exchanges from
time to time.
The Rights Entitlements are tradable in dematerialized form only. The market lot for trading of Rights Entitlements is 1 (one) Rights
Entitlements.
The On Market Renunciation shall take place only during the Renunciation Period for On Market Renunciation, i.e., from Tuesday, August 27,
2024 to Monday, September 9, 2024 (both days inclusive). The Investors holding the Rights Entitlements who desire to sell their Rights
Entitlements will have to do so through their registered stock-brokers by quoting the ISIN: INE999K20022 and indicating the details of the
Rights Entitlements they intend to trade. The Investors can place order for sale of Rights Entitlements only to the extent of Rights Entitlements
available in their demat account.
The On Market Renunciation shall take place electronically on secondary market platform of the Stock Exchanges under automatic order
matching mechanism and on T+1 rolling settlement basis’, where ‘T’ refers to the date of trading. The transactions will be settled on trade-for-
trade basis. Upon execution of the order, the stock-broker will issue a contract note in accordance with the requirements of the Stock Exchanges
and the SEBI.
The Eligible Equity Shareholders may renounce the Rights Entitlements, credited to their respective demat accounts by way of an off market
transfer through a depository participant. The Rights Entitlements can be transferred in dematerialised form only. Eligible Equity Shareholders
are requested to ensure that renunciation through off market transfer is completed in such a manner that the Rights Entitlements are credited to
the demat account of the Renouncees on or prior to the Issue Closing Date to enable Renouncees to subscribe to the Rights Equity Shares in
the Issue.
The Investors holding the Rights Entitlements who desire to transfer their Rights Entitlements will have to do so through their depository
participant by issuing a delivery instruction slip quoting the ISIN: INE999K20022, the details of the buyer and the details of the Rights
Entitlements they intend to transfer. The buyer of the Rights Entitlements (unless already having given a standing receipt instruction) has to
issue a receipt instruction slip to their depository participant. The Investors can transfer Rights Entitlements only to the extent of Rights
9
Entitlements available in their demat account.
The instructions for transfer of Rights Entitlements can be issued during the working hours of the depository participants.
The detailed rules for transfer of Rights Entitlements through off market transfer shall be as specified by the NSDL and CDSL from time to
time.
The renunciation from non-resident Eligible Equity Shareholder(s) to resident Indian(s) and vice versa shall be subject to provisions of FEMA
Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time. However, the facility of
renunciation shall not be available to or operate in favour of an Eligible Equity Shareholders being an erstwhile OCB unless the same is in
compliance with the FEMA Rules and other circular, directions, or guidelines issued by RBI or the Ministry of Finance from time to time.
INVESTORS TO KINDLY NOTE THAT AFTER PURCHASING THE RIGHTS ENTITLEMENTS THROUGH ON MARKET
RENUNCIATION / OFF MARKET RENUNCIATION, AN APPLICATION HAS TO BE MADE FOR SUBSCRIBING THE SHARES
OFFERED UNDER RIGHTS ISSUE. IF NO APPLICATION IS MADE BY THE PURCHASER OF RIGHTS ENTITLEMENTS ON
OR BEFORE ISSUE CLOSING DATE THEN SUCH RES WILL GET LAPSED AND SHALL BE EXTINGUISHED AFTER THE
ISSUE CLOSING DATE. NO SHARES FOR SUCH LAPSED RES WILL BE CREDITED, EVEN IF SUCH RES WERE PURCHASED
FROM MARKET AND PURCHASER WILL LOSE THE AMOUNT PAID TO ACQUIRE THE RES. PERSONS WHO HAVE
BOUGHT RIGHTS ENTITLEMENTS, SHALL REQUIRE TO MAKE AN APPLICATION AND APPLY FOR SHARES OFFERED
UNDER RIGHTS ISSUE, IF THEY WANT TO SUBSCRIBE TO THE SHARES OFFERED UNDER RIGHTS ISSUE.
FOR PROCEDURE OF APPLICATION BY SHAREHOLDERS WHO HAVE PURCHASED THE RIGHT ENTITLEMENT
THROUGH ON MARKET RENUNCIATION / OFF MARKET RENUNCIATION, PLEASE REFER TO THE HEADING TITLED “
ICREDIT OF RIGHTS ENTITLEMENTS IN DEMAT ACCOUNTS OF ELIGIBLE EQUITY SHAREHOLDERS” ON PAGE 306
OF THE LETTER OF OFFER AND PAGE 12 OF THIS ABRIDGED LETTER OF OFFER.
Investors are eligible to apply for Additional Rights Equity Shares over and above their Rights Entitlements, provided that they are eligible to
apply for Equity Shares under applicable law and they have applied for all the Rights Equity Shares forming part of their Rights Entitlements
without renouncing them in whole or in part. Where the number of Additional Rights Equity Shares applied for exceeds the number available for
Allotment, the Allotment would be made as per the Basis of Allotment finalised in consultation with the Designated Stock Exchange. Applications
for Additional Rights Equity Shares shall be considered, and Allotment shall be made in accordance with the SEBI ICDR Regulations and in the
manner as set out in “-Basis of Allotment” on page 314.
Eligible Equity Shareholders who renounce their Rights Entitlements in full or part, cannot apply for Additional Rights Equity Shares.
Non-resident Renouncees who are not Eligible Equity Shareholders cannot apply for Additional Rights Equity Shares.
Details of each Eligible Equity Shareholders RE will be sent to the Eligible Equity shareholder separately along with the Application Form and
would also be available on the website of the Registrar to the Issue at www.cameoindia.com and link of the same would also be available on the
website of our Company at (www.orientgreenpower.com). Respective Eligible Equity Shareholder can check their entitlement by keying their
requisite details therein.
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PLEASE NOTE THAT THE ELIGIBLE EQUITY SHAREHOLDERS, WHO HOLD EQUITY SHARES IN PHYSICAL FORM AS ON RECORD
DATE AND WHO HAVE NOT FURNISHED THE DETAILS OF THEIR RESPECTIVE DEMAT ACCOUNTS TO THE REGISTRAR OR OUR
COMPANY AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE CLOSING DATE, SHALL NOT BE ELIGIBLE TO MAKE AN
APPLICATION FOR RIGHTS EQUITY SHARES AGAINST THEIR RIGHTS ENTITLEMENTS WITH RESPECT TO THE EQUITY SHARES
HELD IN PHYSICAL FORM.
RIGHTS ENTITLEMENTS (“RES”) WHICH ARE NEITHER SUBSCRIBED NOR RENOUNCED ON OR BEFORE THE ISSUE CLOSING DATE
SHALL LAPSE AND SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE.
IF NO APPLICATION IS MADE BY THE PURCHASER OF RES ON OR BEFORE ISSUE CLOSING DATE THEN SUCH RES WILL GET
LAPSED AND SHALL BE EXTINGUISHED AFTER THE ISSUE CLOSING DATE. NO SHARES/OTHER SECURITIES FOR SUCH LAPSED
RES WILL BE CREDITED, EVEN IF SUCH RES WERE PURCHASED FROM MARKET AND PURCHASER WILL LOSE THE PREMIUM
PAID TO ACQUIRE THE RES.
PERSONS WHO HAVE BOUGHT RIGHTS ENTITLEMENTS (RES), SHALL REQUIRE TO MAKE AN APPLICATION AND APPLY FOR
SHARES/OTHER SECURITIES OFFERED UNDER THE ISSUE, IF THEY WANT TO SUBSCRIBE TO THE SHARES / OTHER SECURITIES
OFFERED UNDER THE ISSUE.
Intention and extent of participation by our Promoter and Promoter Group in the Issue:
The objects of the Issue involve financing of capital expenditure for the 19.8 MW AC (29 MW DC) solar power project of our Subsidiary, Delta
Renewable Energy Private Limited. Further, one of our Promoters, Janati Bio Power Private Limited has, vide its letters dated January 31, 2024,
March 19, 2024 and July 29, 2024, informed us that it shall subscribe to its Rights Entitlements for an amount not exceeding ₹ 3,500 lakhs and
shall renounce the remaining portion of its Rights Entitlement in favour of third parties. In accordance with Regulation 10(4)(b) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an Eligible Equity Shareholder who wishes to subscribe to additional
Rights Entitlements, shall be exempt from the obligation of making an open offer under Regulation 3(2) of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, if (a) the Eligible Equity Shareholder has not renounced any of its Rights Entitlements in the Issue;
and (b) the Issue Price shall not be higher than the ex-rights price of the Equity Shares of our Company. We shall ensure that the Issue Price is
not higher than the ex-rights price of the Equity Shares of our Company.
The other Promoters of our Company vide their letters each dated January 31, 2024 (the “Subscription Letters”) have undertaken to subscribe,
jointly and/ or severally to the full extent of their Rights Entitlement and subscribe to the full extent of any Rights Entitlement that may be
renounced in their favour by any other Promoters of our Company. Further, our Promoters will not subscribe to Additional Right Equity Shares,
over and above their Right Entitlements to ensure compliance with the minimum public shareholding requirements, as prescribed under SCRR
and the SEBI Listing Regulations.
Accordingly, the minimum subscription criteria provided under Regulation 86 (1) of the SEBI ICDR Regulations shall apply to this Issue. In
accordance with Regulation 86 of the SEBI ICDR Regulations, if our Company does not receive minimum subscription of at least 90% of the
Equity Shares being offered under this Issue, on an aggregate basis, our Company shall refund the entire subscription amount received within 4
(four) days from the Issue Closing Date in accordance with the SEBI Master Circular. If there is a delay in making refunds beyond such period
as prescribed by applicable laws, our Company will pay interest for the delayed period at rate as prescribed under the applicable laws.
Our Company is in compliance with Regulation 38 of the SEBI Listing Regulations and will continue to comply with the minimum public
shareholding requirements pursuant to the Issue.
As on date of this Letter of Offer, the members of the Promoter Group, do not hold any shareholding in our Company.
Availability of offer document of the immediately preceding public issue or rights issue for inspection
Our Company has made rights issue during the five years immediately preceding the date of the Letter of Offer. The draft letter of offer dated
September 7, 2022 and letter of offer dated August 10, 2023 issued pursuant to the second rights issue of our Company have been uploaded on
the website of our Company at www.orientgreenpower.com.
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There have been no instances in the past, wherein our Company has failed to achieve the objects in its previous issues.
In accordance with Regulation 76 of the SEBI ICDR Regulations, the SEBI Master Circular, all Investors desiring to make an Application in the
Issue are mandatorily required to use the ASBA process. Investors should carefully read the provisions applicable to such Applications before
making their Application through ASBA. The Application Form can be used by the Eligible Equity Shareholders as well as the Renouncees, to
make Applications in the Issue basis the Rights Entitlement credited in their respective demat accounts or demat suspense escrow account, as
applicable. For further details on the Rights Entitlements and demat suspense escrow account, see “- Credit of Rights Entitlements in demat
accounts of Eligible Equity Shareholders” on page 306 of the Letter of Offer. For details, see “Making of an Application through the ASBA
Process” on page 296 of the Letter of Offer.
As your name appears as a beneficial owner in respect of the issued and paid-up Equity Shares held in dematerialised form or appears in the
register of members of our Company as an Eligible Equity Shareholder in respect of our Equity Shares held in physical form, as on the Record
Date, you may be entitled to subscribe to the number of Rights Equity Shares as set out in the Rights Entitlement Letter. Eligible Equity
Shareholders can also obtain the details of their respective Rights Entitlements from the website of the Registrar (i.e.,
https://rights.cameoindia.com/orient) by entering their DP ID and Client ID or folio number (for Eligible Equity Shareholders who hold Equity
Shares in physical form as on Record Date) and PAN. The link for the same shall also be available on the website of our Company (i.e.,
www.orientgreenpower.com).
In this regard, our Company has made necessary arrangements with NSDL and CDSL for crediting of the Rights Entitlements to the demat
accounts of the Eligible Equity Shareholders in a dematerialized form. A separate ISIN for the Rights Entitlements has also been generated which
is INE999K20022. The said ISIN shall remain frozen (for debit) until the Issue Opening Date. The said ISIN shall be suspended for transfer by
the Depositories post the Issue Closing Date.
Additionally, our Company will submit the details of the total Rights Entitlements credited to the demat accounts of the Eligible Equity
Shareholders and the demat suspense escrow account to the Stock Exchanges after completing the corporate action. The details of the Rights
Entitlements with respect to each Eligible Equity Shareholders can be accessed by such respective Eligible Equity Shareholders on the website
of the Registrar after keying in their respective details along with other security control measures implemented thereat.
Rights Entitlements shall be credited to the respective demat accounts of Eligible Equity Shareholders before the Issue Opening Date
only in dematerialised form. Further, if no Application is made by the Eligible Equity Shareholders of Rights Entitlements on or before
Issue Closing Date, such Rights Entitlements shall lapse and shall be extinguished after the Issue Closing Date. No Rights Equity Shares
for such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market and purchaser will
lose the premium paid to acquire the Rights Entitlements. Persons who are credited the Rights Entitlements are required to make an
Application to apply for Rights Equity Shares offered under Issue for subscribing to the Rights Equity Shares offered under Issue.
If Eligible Equity Shareholders holding Equity Shares in physical form as on Record Date, have not provided the details of their demat accounts
to our Company or to the Registrar, they are required to provide their demat account details to our Company or the Registrar not later than two
clear Working Days prior to the Issue Closing Date, to enable the credit of the Rights Entitlements by way of transfer from the demat suspense
escrow account to their respective demat accounts, at least one day before the Issue Closing Date. Such Eligible Equity Shareholders holding
shares in physical form can update the details of their respective demat accounts on the website of the Registrar (i.e.
https://rights.cameoindia.com/orient). Such Eligible Equity Shareholders can make an Application only after the Rights Entitlements is credited
to their respective demat accounts.
Application by Resident Eligible Equity Shareholders holding Equity Shares in physical form:
Please note that in accordance with Regulation 77A of the SEBI ICDR Regulations read with the SEBI Master Circular, the credit of Rights
Entitlements and Allotment of Rights Equity Shares shall be made in dematerialised form only. Accordingly, Eligible Equity Shareholders
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holding Equity Shares in physical form as on Record Date and desirous of subscribing to Rights Equity Shares in the Issue are advised to furnish
the details of their demat account to the Registrar or our Company at least two clear Working Days prior to the Issue Closing Date, to enable the
credit of their Rights Entitlements in their respective demat accounts at least one day before the Issue Closing Date.
Prior to the Issue Opening Date, the Rights Entitlements of those Eligible Equity Shareholders, among others, who hold Equity Shares in physical
form, and whose demat account details are not available with our Company or the Registrar, shall be credited in a demat suspense escrow account
opened by our Company.
Eligible Equity Shareholders, who hold Equity Shares in physical form as on Record Date and who have opened their demat accounts after the
Record Date, shall adhere to following procedure for participating in the Issue:
(a) The Eligible Equity Shareholders shall send a letter to the Registrar containing the name(s), address, e-mail address, contact details and the
details of their demat account along with copy of self-attested PAN and self-attested client master sheet of their demat account either by e-
mail, post, speed post, courier, or hand delivery so as to reach to the Registrar no later than two clear Working Days prior to the Issue Closing
Date;
(b) The Registrar shall, after verifying the details of such demat account, transfer the Rights Entitlements of such Eligible Equity Shareholders
to their demat accounts at least one day before the Issue Closing Date;
(c) The remaining procedure for Application shall be same as set out in “- Making of an Application by Eligible Equity Shareholders on Plain
Paper under ASBA process” on page 298 of the Letter of Offer.
In accordance with the SEBI Master Circular, Resident Eligible Equity Shareholders who hold Equity Shares in physical form as on the Record
Date will not be allowed to renounce their Rights Entitlements in the Issue. However, such Eligible Equity Shareholders, where the dematerialized
Rights Entitlements are transferred from the suspense escrow demat account to the respective demat accounts within prescribed timelines, can
apply for Additional Rights Equity Shares while submitting the Application through ASBA process.
Investors should note that Rights Entitlements which are neither subscribed nor renounced on or before the Issue Closing Date shall lapse and
shall be extinguished after the Issue Closing Date. Further, if no Application is made by the purchaser of Rights Entitlements on or before the
Issue Closing Date then such Rights Entitlements will get lapsed and shall be extinguished after the Issue Closing Date. No Equity Shares against
such lapsed Rights Entitlements will be credited, even if such Rights Entitlements were purchased from market and purchaser will lose the
premium paid to acquire such Rights Entitlements.
Therefore, after purchase of Rights Entitlements, an Investor shall be required to make an Application in the Issue and apply for Rights Equity
Shares offered in this Issue, in order to subscribe to the Rights Equity Shares offered in this Issue.
a) Frequently asked questions are available on the website of the Registrar (https://rights.cameoindia.com/orient ) or call helpline numbers
(+91-44-40020700 (5 Lines)) and online/ electronic dedicated investor helpdesk for guidance on the Application process and resolution of
difficulties faced by the Investors:
b) Updation of email address/ mobile number in the records maintained by the Registrar or our Company https://rights.cameoindia.com/orient;
c) Updation of Indian address can be sent to Registrar at email id [email protected] or by way of Registered post/Courier at Cameo
Corporate Services, No 1 Subramaniam Building, Club House Road, Chennai – 600002.
d) Updation of demat account details by Eligible Equity Shareholders holding shares in physical form: https://rights.cameoindia.com/orient.
e) Submission of self-attested PAN, client master sheet and demat account details by non- resident Eligible Equity Shareholders at
[email protected].
INVESTORS TO KINDLY NOTE THAT THE RIGHT ENTITLEMENTS WOULD TRADE UNDER THE FOLLOWING ISIN:
INE999K20022. THIS ISIN IS DIFFERENT FROM THE ISIN UNDER WHICH THE EQUITY SHARES OF OUR COMPANY
TRADE ON THE PLATFORM OF THE STOCK EXCHANGE. INVESTORS ARE REQUESTED TO QUOTE THE ISIN:
INE999K20022 WHILE TRADING THE RIGHT ENTITLEMENTS.
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Self-Certified Syndicate Banks
For the list of banks which have been notified by SEBI to act as SCSBs for the ASBA process, please refer to
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details on Designated Branches of SCSBs
collecting the Application Form, please refer the above-mentioned link. Please note that subject to SCSBs complying with the requirements of
SEBI Circular No. CIR/CFD/DIL/13/2012 dated September 25, 2012 within the periods stipulated therein, ASBA Applications may be submitted
at the Designated Branches of the SCSBs, in case of Applications made through ASBA facility.
An Eligible Equity Shareholder in India who is eligible to apply under the ASBA process may make an Application to subscribe to the Issue on
plain paper in case of non-receipt of Application Form as detailed above and only such plain paper applications which provide all the details
required in terms of Regulation 78 of SEBI ICDR Regulations shall be accepted by SCSBs. In such cases of non-receipt of the Application Form
through physical delivery (where applicable) and the Eligible Equity Shareholder not being in a position to obtain it from any other source may
make an Application to subscribe to the Issue on plain paper with the same details as per the Application Form that is available on the website of
the Registrar, the Stock Exchanges or the Lead Managers.
An Eligible Equity Shareholder shall submit the plain paper Application to the Designated Branch of the SCSB for authorising such SCSB to
block Application Money in the said bank account maintained with the same SCSB. Applications on plain paper will not be accepted from any
Eligible Equity Shareholder who has not provided an Indian address.
Please note that the Eligible Equity Shareholders who are making the Application on plain paper shall not be entitled to renounce their Rights
Entitlements and should not utilize the Application Form for any purpose including renunciation even if it is received subsequently. The
Application on plain paper, duly signed by the Eligible Equity Shareholder including joint holders, in the same order and as per specimen recorded
with his/her bank, must reach the office of the Designated Branch of the SCSB before the Issue Closing Date and should contain the following
particulars:
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“I/ We hereby make representations, warranties and agreements set forth in “Restrictions on Foreign Ownership of Indian Securities” on page
321 of the Letter of Offer.
I/ We acknowledge that the Company, the Lead Managers, its affiliates and others will rely upon the truth and accuracy of the representations,
warranties and agreements set forth therein.”
In cases where Multiple Application Forms are submitted for Applications pertaining to Rights Entitlements credited to the same demat account
or in demat suspense escrow account, as applicable, including cases where an Investor submits Application Forms along with a plain paper
Application, such Applications shall be liable to be rejected.
Investors are requested to strictly adhere to these instructions. Failure to do so could result in an Application being rejected, with our Company,
the Lead Managers and the Registrar not having any liability to the Investor. The plain paper Application format will be available on the website
of the Registrar at https://rights.cameoindia.com/orient.
Our Company, the Lead Managers and the Registrar shall not be responsible if the Applications are not uploaded by the SCSB or funds are not
blocked in the Investors’ ASBA Accounts on or before the Issue Closing Date.
PLEASE NOTE THAT THE RIGHTS EQUITY SHARES APPLIED FOR IN THIS ISSUE CAN BE ALLOTTED ONLY IN
DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH OUR EQUITY SHARES ARE HELD BY
SUCH INVESTOR ON THE RECORD DATE.
FOR DETAILS, SEE “ALLOTMENT ADVICE OR REFUND/ UNBLOCKING OF ASBA ACCOUNTS” ON PAGE 314.
IT IS MANDATORY FOR ALL THE INVESTORS APPLYING UNDER THIS ISSUE TO APPLY THROUGH THE ASBA PROCESS,
TO RECEIVE THEIR RIGHTS EQUITY SHARES IN DEMATERIALISED FORM AND TO THE SAME DEPOSITORY
ACCOUNT/ CORRESPONDING PAN IN WHICH THE EQUITY SHARES ARE HELD BY THE INVESTOR AS ON THE RECORD
DATE. ALL INVESTORS APPLYING UNDER THIS ISSUE SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME,
DP ID AND BENEFICIARY ACCOUNT NUMBER/ FOLIO NUMBER IN THE APPLICATION FORM. INVESTORS MUST
ENSURE THAT THE NAME GIVEN IN THE APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE
DEPOSITORY ACCOUNT IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE
ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME
SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FORM OR PLAIN PAPER APPLICATIONS, AS THE CASE
MAY BE.
Important
Please read the Letter of Offer carefully before taking any action. The instructions contained in the Application Form, Abridged Letter of Offer
and the Rights Entitlement Letter are an integral part of the conditions of the Letter of Offer and must be carefully followed; otherwise the
Application is liable to be rejected. It is to be specifically noted that this Issue of Rights Equity Shares is subject to the risk factors mentioned in
“Risk Factors” on page 26.
All enquiries in connection with the Letter of Offer or Application Form and the Rights Entitlement Letter must be addressed (quoting the
Registered Folio Number or the DP and Client ID number, the Application Form number and the name of the first Eligible Equity Shareholder
as mentioned on the Application Form and super scribed “ Orient Green Power Company Limited– Rights Issue” on the envelope to the Registrar
at the following address:
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Cameo Corporate Services Limited
“Subramanian Building”, No. 01, Club House Road,
Mount Road, Chennai- 600 002, Tamil Nadu, India.
Telephone: +91 44 4002 0700/ 2846 0390
Facsimile: N.A.
Email: [email protected]
Website: www.cameoindia.com / https://rights.cameoindia.com/orient
Online Investor Portal: https:// wisdom.cameoindia.com
Contact Person: K. Sreepriya
SEBI Registration No.: INR000003753
The Issue will remain open for a minimum period of 7 (seven) days. However, our Board will have the right to extend the Issue Period as it may
determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date (inclusive of the Issue Closing Date).
DECLARATION BY OUR COMPANY
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued by the Government of India,
or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as
the case may be, have been complied with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act 2013,
the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and Exchange Board of India
Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements and
disclosures made in this Letter of Offer are true and correct.
Sd/- Sd/-
________________________________________ ________________________________________
Kodumudi Sambamurthi Sripathi (Chairman and Independent Thyagarajan Shivaraman
Director) (Managing Director and Chief Executive Officer)
Sd/- Sd/-
________________________________________ ________________________________________
Krishna Kumar Panchapakesan Ganapathi Ramachandran
(Non-Executive Director) Non-Executive Director
Sd/ Sd/
________________________________________ ________________________________________
Chandra Ramesh Sannovanda Machaiah Swathi
(Independent Director) (Independent Director)
Sd/-
________________________________________
Kotteswari Jagathpathi
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