TECHNO ELECTRIC & ENGINEERING COMPANY …

1 1 TECHNO ELECTRIC & ENGINEERING COMPANY limited (Incorporated on 26th October, 2005 under the Companies Act, 1956) Registered Office: P-46A, Radha Bazar Lane, Kolkata 700 001, India Corporate Office: 3F, Park Plaza, 71, Park Street, Kolkata 700 016 Website: , E-Mail: INFORMATION MEMORANDUM PRIVATE PLACEMENT OF 1000 LISTED, RATED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF ,00,000/- EACH FOR CASH AT PAR AGGREGATING RS. 1000 MILLION GENERAL RISK: Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision, the investors must rely on their own examination of the Issuer and the offer/ Issue including the risks involved. The Offer/ Issue being made on private placement basis, this Information Memorandum has not been filed with Securities & Exchange Board of India (SEBI).

2 The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. ISSUER'S ABSOLUTE RESPONSIBILITY: The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

3 CREDIT RATING: AA- by CRISIL: CRISIL AA- (pronounced Double A minus rating with stable outlook) by CRISIL limited for Million long term NCDs indicating High degree of safety with regards to timely payment of interest and principal on the instrument. Such instruments carry low credit risk . The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

4 For details, please refer to para on Credit Rating mentioned elsewhere in this Information Memorandum. RATING AGENCY: Credit Rating Information Services of India limited , CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai-400076, India, Tel: +91-022- 3342 3000 Fax: +91-022- 3342 1830 Website: , E-mail: LISTING: The Debentures are proposed to be listed on the wholesale debt market segment of the Bombay Stock Exchange limited ( BSE ). ISSUE SCHEDULE ISSUE OPENING DATE 28 JANUARY, 2013 ISSUE CLOSING DATE 28 JANUARY, 2013 DEBENTURE TRUSTEE REGISTRAR TO ISSUE IDBI Trusteeship Services limited Niche Technologies Private limited 2 1. 2. RISK ENVISAGED BY 3 HIGHLIGHTS OF THE 4 GENERAL 5 ISSUER 6 A BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF 7 IMPORTANT EVENTS IN THE HISTORY OF THE 8 CORPORATE 9 KEY OPERATIONAL AND FINANCIAL PARAMETERS.

5 14 10 BRIEF HISTORY OF SHARE CAPITAL ISSUER COMPANY SINCE INCORPORATION AND CHANGES IN CAPITAL 11 SHAREHOLDING 12 DETAILS REGARDING THE DIRECTORS OF THE 13 DETAILS REGARDING THE AUDITORS OF THE 14 DETAILS OF BORROWINGS OF THE 15 DETAILS OF PROMOTERS OF THE ..24 16 MATERIAL EVENTS HAVING IMPLICATIONS ON THE FINANCIAL/CREDIT 17 THE DETAILS OF DEBETNURE TRUSTEE INCLUDING THEIR 18 OTHER 19 APPLICATION ..25 20 PARTICULARS OF AND PARTIES TO ALL MATERIAL CONTRACTS INVOLVING FINANCIAL OBLIGATIONS OF THE 21 ISSUE 22 OTHER ISSUE 23 ANNEXURE: UNDERTAKING BY THE 24 ANNEXURE: APPLICATION 25 CONSENT LETTER FROM DEBENTURE 26 RATING LETTER ADOPTED BY RATING 3 DEFINITIONS/ABBREVIATIONS Term Meaning/ Definition/ Complete Term Act The Companies Act, 1956 as amended from time to time till date Application Form The form in terms of which, the investors shall apply for the Secured, Redeemable Non-Convertible Debentures (NCDs) of the COMPANY Articles Articles of Association of the COMPANY AGM Annual General Meeting The COMPANY / The Issuer COMPANY / the Issuer TECHNO ELECTRIC & ENGINEERING Co Ltd ( TECHNO ) Board/ BoD / BOD Board of Directors of the COMPANY Debenture(s)/ NCD(s) Rated, Secured Redeemable Non-Convertible Debentures of R s.

6 10, 00,000/- ea ch o f f e r e d through private placement route under the terms of this Information Memorandum. Debenture holder(s) The holder(s) of the Debenture(s) in dematerialized form BSE/ concerned Stock Exchange Bombay Stock Exchange of India limited Beneficial Owner(s) Debenture holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of sub-section1 of Section 2 of the Depositories Act, 1996) CRISIL/Rating Agency Credit Rating Information Services of India limited CDSL Central Depository Services (India) limited Deemed Date of Allotment (DDA) The date on which allotment for the issue is made, which shall be deemed to take place within 30 days from the Pay In Date. DP Depository Participant Depository(ies) National Securities Depository limited (NSDL) and, Central Depository Services (India) limited (CDSL) EGM Extra-ordinary General Meeting DRR Debenture Redemption Reserve FY/ Financial Year FIs Financial Institutions Issue/ Offer/ Offering Private Placement of Rated, Secured redeemable Non-Convertible Debentures (NCDs) of ,00,000/- each for cash at par aggregating Million IT Income Tax IT Act The Income Tax Act, 1961 (as amended from time to time) IS Information Systems Material Adverse Change Any material adverse effect on or a material adverse change (in the judgement of Debenture Trustee (acting on the instruction of the majority Debenture Holders)) in (a)

7 The business, operations, property, assets, condition (financial or otherwise) or prospects of the Issuer; (b) the ability of the Issuer to enter into and to perform its obligations under Transaction Documents or any other related document to which Issuer is or will be a party; or (c) the validity or enforceability of the Transaction Documents or any other related document or the rights or remedies of Debentureholder thereunder; or (d) the interest of the Debentureholder/(s) is expected to be in jeopardy; or (e) the political, financial or economic condition of Republic of India; and shall also mean and include any event whether domestic or international, which in the opinion of Debentureholder could adversely affect the repayment of the outstanding Debentures or impact the underlying Security Majority Debenture Holder Majority Debenture Holder means such number of Debenture holders holding 75% of the Nominal Value of the Debentures then outstanding.

8 Memorandum Memorandum of Association of the COMPANY PAN Permanent Account Number Registrars to the Issue/ Registrars/ Registrar & Transfer Agents Niche Technologies Private Ltd. Pay In Date The date on which the subscribers shall make payment for subscription to the Debentures 4 ROC/ RoC Registrar of Companies RBI The Reserve Bank of India SEBI Guidelines SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time) SEBI (Debenture Trustee) Regulations 1993 and all other applicable regulations and circulars issued by SEBI Trustees/ Trustees to the Debenture holder(s) IDBI Trusteeship Services Ltd TDS Tax Deducted at Source RISK ENVISAGED BY MANAGEMENT Following are certain issues for the investors to consider before taking an investment decision in the offer.

9 In some of the risk factors and management proposals thereof, reference has been invited for detailed para mentioned elsewhere in this Information Memorandum, which can be used to obtain more details about the said risk. INTERNAL RISK A. EPC (Construction) business (i) Project Risk The ENGINEERING , Procurement & Commissioning (Construction) EPC activity carried on by the COMPANY is working capital intensive. There is always an amount of risk involved due to longer execution period, fluctuation in material and equipment prices and cost overrun due to delay in project completion etc. This is a matter of concern and the COMPANY has adapted timely decision making and internal policy measures to minimize the risk. (ii) Personnel Risk The COMPANY s success to a large part depends on the abilities and continued services of its senior management, as well as other skilled personnel in the middle management.

10 The COMPANY s senior management is particularly important to its business because of their experience and knowledge of the power industry and the COMPANY s middle management is particularly important because of their experience and knowledge in implementation of the project. The loss or non-availability to the COMPANY of any of its senior as well as middle management could have significant adverse effect. The COMPANY may also not be able to either retain its present personnel or attract additional qualified personnel as and when needed. To the extent the COMPANY will be required to replace any of its senior management or other skilled personnel, there can be no assurance that the COMPANY will be able to locate or employ similarly qualified persons on acceptable terms or at all.