IFCI NCD Issue - Sep 2014 PDF

PROSPECTUS TRANCHE- II
December 23, 2014
IFCI LIMITED
(Promoted and Controlled by Government of India)
The Company was incorporated on May 21, 1993 under the Companies Act, 1956 as a public limited company under the name The Industrial Finance Corporation of India Limited with corporate identity number
L74899DL1993PLC053677 at Delhi with the Registrar of Companies, Delhi and Haryana and obtained the certificate of commencement of business on June 24, 1993. On October 27, 1999, our name was changed to
our present name IFCI Limited. For further details regarding changes to the name and registered office of our Company, see section titled History, Main Objects and Certain Corporate Matters on page 70 of the
Shelf Prospectus. Registered and Corporate Office: IFCI Tower, 61, Nehru Place, New Delhi- 110 019. Tel: +91 (11) 4179 2800/ 4173 2000. Fax: +91 (11) 2648 8471/ 2623 0201. E-mail:
ifcipublicissue@ifciltd.com, Website: www.ifciltd.com. Contact Person and Compliance Officer: Ms. Barkha Chhabra, Deputy General Manager. Tel: +91 (11) 4173 2000, 4173 2468. Fax: +91 (11) 26230029. Email: bondscomplianceofficer@ifciltd.com.
PROMOTER OF THE COMPANY: PRESIDENT OF INDIA, THROUGH THE MINISTRY OF FINANCE, GOVERNMENT OF INDIA
PUBLIC ISSUE BY IFCI LIMITED (COMPANY OR ISSUER OR IFCI) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 1,000 EACH
(NCDs) FOR AN AMOUNT OF RS. 250.00 CRORE (BASE ISSUE SIZE) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO THE RESIDUAL SHELF LIMIT (i.e. RS. 790.813
CRORE) (TRANCHE- II ISSUE) AND IS BEING OFFERED BY WAY OF THIS PROSPECTUS TRANCHE- II CONTAINING, INTERLIA, THE TERMS AND CONDITIONS OF THE TRANCHEII ISSUE (THE PROSPECTUS TRANCHE- II), WHICH SHOULD BE READ TOGETHER WITH SHELF PROSPECTUS. THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS
TRANCHE- II CONSTITUTES THE PROSPECTUS.
The Tranche- II Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities), 2008, as amended (the SEBI Debt Regulations).
GENERAL RISKS
Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to the Tranche- II Issue. For taking an investment decision, investors must rely on their own examination of the
Issuer and the Tranche- II Issue, including the risks involved. Specific attention is invited to Risk Factors on page 9 of the Shelf Prospectus and Recent Material Developments on page 68 of this Prospectus
Tranche-II before making an investment in the Tranche- II Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India
(SEBI), the Reserve Bank of India (RBI), any registrar of companies or any stock exchange in India.
COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT AND ELIGIBLE INVESTORS
For details relating to eligible investors, coupon rate, coupon payment frequency, maturity date and maturity amount of the NCDs, please refer to the section titled as Issue Related Information on page 29 of this
Prospectus Tranche- II.
ISSUERS ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus contains all information with regard to the Issuer and the Tranche- II Issue, which is material in the context
of the Tranche- II Issue and that the information contained in the Prospectus 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 material facts, the omission of which makes the Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material
respect.
CREDIT RATING
Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit rating of BWR AA- (Outlook: Stable) to the NCDs. Instruments with this
rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has vide its letter no.
BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating. ICRA Limited has, vide its letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of [ICRA]A
(Stable) to the NCDs. Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. ICRA Limited has
vide its letter no. D/RAT/2014-15/1-57/11dated December 22, 2014 revalidated its credit rating. These ratings are not a recommendation to buy, sell or hold securities, and investors should take their own decision.
These ratings are subject to revision or withdrawal at any time by the assigning rating agency(ies) and should be evaluated independently of any other ratings. For the revalidation letters each dated December 22, 2014,
see Annexure B: Credit Rating (Revalidation Letters) of this Prospectus Tranche- II. For the rationale for these ratings, see Annexure B Credit Rating of the Shelf Prospectus.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated September 29, 2014 was filed with BSE Limited (BSE), the Designated Stock Exchange pursuant to the regulation 6A, 6(1) and 6(2) of the SEBI Debt Regulations and was open for
public comments for a period of 7 Working Days i.e. until 5.00 p.m from the date of filing of the Draft Shelf Prospectus (i.e. September 30, 2014).
LISTING
The NCDs are proposed to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), which have given their respective in-principle listing approval by letter No. DCS/RK/PIBOND/18/14-15 dated October 10, 2014 and letter No. NSE/LIST/252627-K dated October 10, 2014 read with letter no. NSE/LIST/8117 dated December 22, 2014 respectively. The Designated Stock Exchange for the
Issue is BSE. For more information, see Terms of the Issue Listing on page 44 of this Prospectus Tranche- II.
LEAD MANAGERS TO THE ISSUE
SBI CAPITAL MARKETS LIMITED

202, Maker Tower E,
Cuffe Parade, Mumbai 400 005
Tel: +91 (22) 2217 8300
Fax: +91 (22) 2218 8332
Email: ifcibond2014@sbicaps.com
Investor Grievance Email:
investor.relations@sbicaps.com
Website: www.sbicaps.com
Contact person: Ms. Dhivya Ravikumar/ Mr. Aditya
Deshpande
Compliance Officer: Mr. Bhaskar Chakraborty
SEBI Registration No.: INM000003531
A. K. CAPITAL SERVICES LIMITED

30-39 Free Press House, 3rd Floor, Free Press Journal
Marg, 215, Nariman Point,
Mumbai 400021
Tel: +91 (22) 6754 6500/6634 9300
Fax: +91 (22) 6610 0594
Email: ifcibonds2014@akgroup.co.in
investor.grievance@akgroup.co.in
Website: www.akcapindia.com
Contact Person: Mr. Mandeep Singh / Ms. Akshata
Tambe
Compliance Officer: Mr. Vikas Agarwal
DEBENTURETRUSTEE
AXIS TRUSTEE SERVICES LIMITED

2nd Floor, Axis House, Wadia International Centre
Pandurang Budhkar Marg, Worli, Mumbai 400 025
Tel: +91 (22) 2425 5215/ 16
Fax: +91 (22) 2425 4200
Email: debenturetrustee@axistrustee.com
Investor Grievance Email: complaints@debenturetrustee.com
Website: www.axistrustee.com
Contact Person: D J Bora
SEBI Registration No.: IND000000494
EDELWEISS FINANCIAL SERVICES

LIMITED
Edelweiss House, Off CST Road, Kalina, Mumbai
400 098
Tel: +91 (22) 4086 3535
Fax: +91 (22) 4086 3610
Email: ifcibonds@edelweissfin.com
Investor grievance email:
customerservice.mb@edelweissfin.com
Website: www.edelweissfin.com
Contact Person: Mr. Lokesh Singhi
Compliance Officer : B. Renganathan
RR INVESTORS CAPITAL SERVICES

PRIVATE LIMITED
47. M.M Road, Rani Jhansi Marg Jhandewalan,
New Delhi- 110 055
Tel: +91 (11) 2363 6362/63
Fax: +91 (11) 2363 6746
Email: ifcibonds2014@rrfcl.com
Investor Grievance Email: investors@rrfcl.com
Website: www.rrfcl.com/www.rrfinance.com
Contact Person: Mr.Anurag Awasthi
Compliance Officer: Mr.Ravi Kant Goyal
REGISTRAR TO THE ISSUE
KARVY COMPUTERSHARE PRIVATE LIMITED

Plot No. 17 to 24, Vithal Rao Nagar
Madhapur, Hyderabad 500 081
Tel: +91(40) 4465 5000
Fax: +91 (40) 2343 1551
Investor Help line no.: 1-800-3454001
Email ID: ifci.bonds@karvy.com
Investor Grievance ID: einward.ris@karvy.com
Website: http://karisma.karvy.com
Contact Person : Mr. M. Murali Krishna
SEBI Registration Number: INR000000221
ISSUE PROGRAMME*
ISSUE OPENS ON: JANUARY 1, 2015
ISSUE CLOSES ON: FEBRUARY 4, 2015
*The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian Standard Time) during the period indicated above with an option for early closure or extension, as may
be decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that
public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with
wide circulation.
Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to
be included in the Prospectus and all subsequent periodical communications sent to the holders of the NCDs issued, pursuant to this Issue.
A copy of the Shelf Prospectus and this Prospectus Tranche- II has been filed with the Registrar of Companies, National Capital Territory of Delhi, in terms of Section 26 and Section 31 of the Companies Act, 2013,
along with the requisite endorsed/ certified copies of all documents. For more information, see Material Contracts and Documents for Inspection on page 75 of this Prospectus Tranche- II.
TABLE OF CONTENTS
SECTION I GENERAL
DEFINITIONS AND ABBREVIATIONS...........................................................................................................................................................1
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON........7
FORWARD LOOKING STATEMENTS.............................................................................................................................................................8
SECTION II INTRODUCTION
THE ISSUE...........................................................................................................................................................................................................9
GENERAL INFORMATION.............................................................................................................................................................................12
OBJECTS OF THE ISSUE.................................................................................................................................................................................18
STATEMENT OF TAX BENEFITS..................................................................................................................................................................19
OTHER REGULATORY AND STATUTORY DISCLOSURES.....................................................................................................................22
SECTION III- ISSUE RELATED INFORMATION
ISSUE STRUCTURE.........................................................................................................................................................................................29
TERMS OF THE ISSUE.....................................................................................................................................................................................33
ISSUE PROCEDURE.........................................................................................................................................................................................48
SECTION IV OTHER INFORMATION
RECENT MATERIAL DEDEVELOMENTS............................................................................................................68
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...........75
DECLARATION.................................................................................................................................................................................................76
ANNEXURE A: SHELF PROSPECTUS DATED OCTOBER 13, 2014
ANNEXURE B: CREDIT RATING (REVALIDATION LETTERS)
ANNEXURE C: LIMITED REVIEW REPORT ON UNAUDITED FINANCIAL RESULTS FOR THE PERIOD ENDED
SEPTEMBER 30, 2014 TOGETHER WITH THE UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF
YEAR ENDED SEPTEMBER 30, 2014
SECTION I GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus Tranche- II uses certain definitions and abbreviations which, unless the context indicates or implies otherwise, have the
meaning provided below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and
modifications notified thereto.
Company Related Terms
Term
Issuer, IFCI, our Company or
the Company
We or us, our
ACE
Articles/ Articles of Association/AoA
Associate Company(ies)
Auditors/ Statutory Auditors
Board/ Board of Directors
Board Committee
Equity Shares
HARDICON
HIMCON
IFIN
IFIN Commodities
IFIN Credit
IFIN Securities
IFL
IIDL
IRPL
IVCFL
KITCO
Memorandum/ Memorandum of
Association/ MoA
MPCON
NITCON
Registered Office and Corporate
Office
RAJCON
RoC
SHCIL
SPL
SSL
Subsidiaries
TFCIL
Issue Related Terms
Term
A. K. Capital
Allotment/ Allot/ Allotted
Allotment Advice
Allottee
Applicant/ Investor
Application
Application Amount
Application Form
Application Supported by Blocked

Amount/ASBA/ ASBA Application
ASBA Account
ASBA Applicant
Base Issue Size
Basis of Allotment
Description
IFCI Limited, a company incorporated under the Companies Act, 1956 and having its registered
office at IFCI Tower, 61, Nehru Place, New Delhi 110019
IFCI Limited and its Subsidiaries, unless the context requires otherwise
Assets Care and Reconstruction Enterprises Limited
Articles of Association of the Company
TFCIL, NITCON, HIMCON, HARDICON, RAJCON and KITCO
ASA and Associates and ANDROS and Company, Chartered Accountants, being the joint statutory
auditors of the Company
Board of Directors of the Company
Committee constituted by the Board of Directors in their meeting held on August 12, 2014
Equity Shares of the Company of face value Rs. 10 each
HARDICON Limited
Himachal Consultancy Organisation Limited
IFCI Financial Services Limited
IFIN Commodities Limited (Wholly owned subsidiary of IFIN)
IFIN Credit Limited (Wholly owned subsidiary of IFIN)
IFIN Securities Finance Limited (Wholly owned subsidiary of IFIN)
IFCI Factors Limited
IFCI Infrastructure Development Limited
IIDL Realtors Private Limited (Wholly owned subsidiary of IIDL)
IFCI Venture Capital Funds Limited
KITCO Limited
Memorandum of Association of the Company
MPCON Limited
North India Technical Consultancy Organisation Limited
IFCI Tower, 61 Nehru Place, New Delhi - 110 019
Rajasthan Consultancy Organisation Limited
Registrar of Companies, National Capital Territory of Delhi and Haryana
Stock Holding Corporation of India Limited
SHCIL Projects Limited (Wholly owned subsidiary of SHCIL)
SHCIL Services Limited (Wholly owned subsidiary of SHCIL)
IFIN, IFIN Commodities, IFIN Credit, IFIN Securities, IFL, IIDL, IRPL, IVCFL, MPCON, SHCIL,
SPL and SSL
Tourism Finance Corporation of India Limited
Description
A. K. Capital Services Limited
Issue and allotment of NCDs to the Allottees pursuant to the Tranche- II Issue
The communication sent to the Allottees conveying the details of NCDs allotted to the Allottees in
accordance with the Basis of Allotment
Successful Applicant to whom NCDs are allotted pursuant to the Tranche- II Issue
A person who makes an offer to subscribe to the NCDs pursuant to the terms of the Shelf Prospectus,
Prospectus Tranche- II and Application Form
An application to subscribe to the NCDs offered pursuant to the Tranche- II Issue by submission of a
valid Application Form and payment of the Application Amount by any of the modes as prescribed
under this Prospectus Tranche- II
Aggregate value of NCDs applied for, as indicated in the Application Form
Form used by an Applicant for applying for NCDs through ASBA or non-ASBA process and which
will be considered as the application for Allotment of NCDs in terms of the Shelf Prospectus and this
Prospectus Tranche- II
The application (whether physical or electronic) used by an ASBA Applicant to make an Application
authorising the SCSB to block the Application Amount in a specified bank account maintained with
such SCSB
An account maintained with a SCSB which will be blocked by such SCSB to the extent of the
Application Amount of an ASBA Applicant
Any applicant who applies for the NCDs through the ASBA process
Rs. 250.00 crore
The basis on which the NCDs will be allotted to successful Applicants under the Tranche- II Issue
and which is described in "Terms of the Issue - Basis of Allotment" on page 35 of this Prospectus
Tranche- II
Term
Category I (QIBs)
Description
Public financial institutions as defined in Section 2 (72) of the Companies Act, 2013 as amended,
Indian alternative investment funds and venture capital funds registered with SEBI, Scheduled
commercial banks, Indian Mutual funds registered with SEBI, Statutory corporations including State
Industrial Development Corporations, Insurance companies registered with the Insurance Regulatory
and Development Authority, Provident funds with a minimum corpus of Rs. 25.00 crore, Pension
funds with a minimum corpus of Rs. 25.00 crore, superannuation funds and gratuity funds, 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, and authorised to invest in NCDs
Category II (Corporates)
Companies within the meaning of section 2(20) of the Companies Act, 2013, Limited Liability
Partnerships registered under the provisions of the LLP Act, Trusts settled under the Indian Trusts
Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable
laws, Partnership firms formed under applicable laws of India, in the name of partner, Cooperative
banks, regional rural banks incorporated in India, Societies registered under the applicable law in
India, Resident Indian scientific and/or industrial research organizations, Educational institutions and
associations of persons and/or bodies established pursuant to or registered under any central or state
statutory enactment and authorised to invest in NCDs
Category III (High Networth High net worth individuals (including HUFs applying through their Kartas who have applied for NCDs
Individuals/HNIs)
for an amount more than Rs. 2.00 lakh in the Issue across all Series of NCDs
Category IV (Retail Individual Individual investors (including HUFs applying through their Kartas who have applied for NCDs for an
Investors)
amount less than or equal to Rs. 2.00 lakh in the Issue across all Series of NCDs
Consolidated Debenture Certificate
In case of NCDs applied for in physical form or rematerialized NCDs held in physical form, the
certificate issued by the Company to the Debenture holder for the aggregate amount of NCDs that are
rematerialized and held by such Debenture holder
Consortium Members
Lead Managers, SBICAP Securities Limited, A. K. Stockmart Private Limited, Edelweiss Securities
Limited and RR Equity Brokers Private Limited
Consortium Agreement
The consortium agreement dated October 10, 2014, as amended and supplemented by First
Addendum to the Consortium Agreement dated December 22, 2014 entered into between the
Company and the Consortium Members
Credit Rating Agencies
Brickwork and ICRA
Collection Centres
Collection Centres shall mean those branches of the Bankers to the Issue that are authorised to collect
the Application Forms (other than ASBA) as per the Escrow Agreement entered into by the
Company, Bankers to the Issue, Registrar and Lead Managers
Debentures/ NCDs
Redeemable, secured, non -convertible debentures of face value of Rs. 1,000 each, proposed to be
issued by the Company pursuant to the Shelf Prospectus and this Prospectus Tranche- II
Debenture holder(s)
Any person holding NCDs and whose name appears on the beneficial owners list provided by the
Depositories (in case of NCDs held in dematerialised form) or whose name appears in the Register of
Debenture holders maintained by the Company (in case of NCDs held in physical form)
Debenture Certificate(s)
Certificate issued to Debenture holder(s) pursuant to Allotment, in case the Applicant has opted for
physical debentures based on the request from the Debenture holders
Debenture Trust Agreement
Debenture trust agreement dated September 26, 2014 entered into between the Debenture Trustee
and the Company
Debenture Trust Deed
Debenture trust deed dated November 28, 2014 entered into between the Debenture Trustee and the
Company
Debenture Trustee
Trustee for the Debenture holders in this case being Axis Trustee Services Limited
Deemed Date of Allotment
The date on which, the Board of Directors or Board Committee approves the Allotment of NCDs for
the Tranche- II Issue or such date as may be determined by the Board of Directors or Board
Committee and notified to the Designated Stock Exchange. All benefits relating to the NCDs
including interest on NCDs (as specified in this Prospectus Tranche- II) shall be available from the
Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the
Demographic Details
The demographic details of an Applicant such as his/ her address, occupation, PAN, bank account
details, category etc. for printing on refund orders or used for refunding through electronic mode as
applicable
Designated Branches
All branches of the SCSBs which shall collect the Application Form used by ASBA Applicants, a list of
which is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or
such other website as may be prescribed by the SEBI from time to time
Designated Date
Date on which Application Amounts are transferred from the Escrow Account(s) and ASBA
Accounts to the Public Issue Account or the Refund Account, as appropriate, following which the
Board of Directors, or the Board Committee, shall Allot the NCDs to the successful Applicants
Designated Stock Exchange
BSE
Direct Online Application
The Application made using the online interface and online payment facility of the Stock Exchanges,
as applicable. This facility is available only for demat account holders who wish to hold the NCDs
pursuant to the Tranche- II Issue in dematerialized form
Draft Shelf Prospectus
The draft shelf prospectus dated September 29, 2014 filed by the Company with the Designated
Stock Exchange for seeking public comments, in accordance with the SEBI Debt Regulations read
together with the Addendum to the Draft Shelf Prospectus dated October 10, 2014
Edelweiss
Edelweiss Financial Services Limited
Escrow Account(s)
Account(s) opened with the Escrow Collection Bank(s), in whose favour Applicants (other than
ASBA Applicants) will issue cheques or drafts in respect of the Application Amount when
submitting an Application for the Tranche- II Issue
Escrow Agreement
The Escrow agreement dated October 10, 2014, as amended and supplemented by First Addendum to
Term
Description
the Escrow Agreement dated December 22, 2014 entered into by the Company, the Lead Managers,
Registrar to the Issue, and the Escrow Collection Bank(s) for collection of the Application Amounts
and where applicable, refunds of amounts collected from Applicants (other than ASBA Applicants)
on the terms and conditions thereof
Escrow Collection Bank(s)/ Bankers Banks which are clearing members and registered with SEBI with whom the Escrow Account will be
to the Issue
opened, in this case being IDBI Bank Limited, ICICI Bank Limited, Axis Bank Limited, IndusInd
Bank Limited and HDFC Bank Limited
Interest Payment Date/ Coupon
The date on which interest on NCDs shall fall due for payment as specified in the section titled as
Payment Date
Terms of the Issue on page 33 of this Prospectus Tranche- II
Issue
Public issue of the secured redeemable non-convertible debentures of face value of Rs. 1,000 each,
proposed to be issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche
Prospectus(es), for an amount aggregating upto the Shelf Limit of Rs. 2,000.00 crore. The NCDs will
be issued in one or more tranches (each being a Tranche Issue) subject to the Shelf Limit.
The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an
option to retain oversubscription upto the Residual Shelf Limit (i.e. Rs. 790.813 crore) (Tranche- II
Issue) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms
and conditions of Tranche- II Issue, which should be read together with the Shelf Prospectus filed
with the RoC, Stock Exchanges and SEBI. The Shelf Prospectus together with this Prospectus
Tranche- II constitutes the Prospectus
Issue Agreement
The issue agreement dated September 27, 2014 entered into between the Company and the Lead
Managers
Issue Period
The period between the Issue Opening Date and the Issue Closing Date inclusive of both days, during
which a prospective investor may submit their Application Forms
Lead Managers/ LMs
SBICAP, A. K. Capital, Edelweiss and RR Investors
Limited
Review
Financial The unaudited financial results of the Company for the 3 (Three) months ended June 30, 2014 and
Statements
half year ended September 30, 2014 on which the auditors have prepared a limited review report. For
details, see the section titled Annexure C- Limited Review Report on Unaudited Financial Results
for the period ended September 30, 2014 together with the Unaudited (Standalone) Financial
Results for the half year ended September 30, 2014 of this Prospectus Tranche-II and "Annexure A
Financial Statements" of the Shelf Prospectus
Lien Receivables
The specified book debts over which a negative lien has been created by the Company in favour of
OBC and BOB
Market Lot
One NCD
OCB or Overseas Corporate Body
A company, partnership, society or other corporate body owned directly or indirectly to the extent of
at least 60% (sixty percent) by NRIs including overseas trusts, in which not less than 60% (sixty
percent) of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under the general
permission granted to OCBs under the FEMA. OCBs are not permitted to invest in the Issue
Offer Documents/ Prospectus
The Shelf Prospectus together with this Prospectus Tranche- II
Public Issue Account
Account opened with the Escrow Collection Bank(s) to receive monies from the Escrow Account(s)
and the ASBA Accounts, on the Designated Date
Receivables
The book debts of the Company
Record Date
As specified in the section titled as Terms of the Issue on page 33 of this Prospectus Tranche- II
Redemption Amount or Maturity
The amount payable by the Company to the relevant Debenture holder at the time of redemption of
Amount
NCDs, including any amount of Coupon/ Interest accrued as on the Redemption Date.
Redemption Date or Maturity Date
The date(s) on which the NCDs issued under different Series fall due for redemption as specified in
this Prospectus Tranche- II.
Refund Account
Account opened with the Refund Bank from which refunds, if any, of the whole or any part of the
Application Amount (excluding application amounts from ASBA Applicants) shall be made
Refund Bank
IndusInd Bank Limited
Reformatted Consolidated Financial The statement of reformatted consolidated assets and liabilities of the Company for the Fiscal ended
Statements
March 31, 2014, March 31, 2013, March 31, 2012, March 31, 2011 and March 31, 2010 and the
related statement of reformatted consolidated statement of profits and loss and the related statement
of reformatted consolidated cash flow for the Fiscal ended March 31, 2014, March 31, 2013, March
31, 2012, March 31, 2011 and March 31, 2010 as examined by our Companys Statutory Auditors
Reformatted Financial Statements
Reformatted Consolidated Financial Statements and Reformatted Standalone Financial Statements.
For details, see the section titled Annexure A- Financial Statements of the Shelf Prospectus.
Reformatted Standalone Financial The statement of reformatted standalone assets and liabilities of the Company for the Fiscal ended
Statements
March 31, 2014, March 31, 2013, March 31, 2012, March 31, 2011 and March 31, 2010 and the
related statement of reformatted standalone statement of profits and loss and the related statement of
reformatted standalone cash flow for the Fiscal ended March 31, 2014, March 31, 2013, March 31,
2012, March 31, 2011 and March 31, 2010 as examined by our Companys Statutory Auditors
Register of Debenture holders
Register of Debenture holders maintained by the Issuer in accordance with the Companies Act and as
detailed in Terms of the Issue Rights of Debenture holders on page 42 of this Prospectus
Tranche- II
Registrar Agreement
The registrar agreement dated September 26, 2014 entered into between the Company and the
Registrar to the Issue, as amended and supplemented by Addendum to the Registrar Agreement dated
October 11, 2014, in relation to the responsibilities and obligations of the Registrar to the Issue
pertaining to the Issue
Registrar to the Issue or Registrar
Karvy Computershare Private Limited
Resident Individual
Individual who is a person resident in India as defined under the Foreign Exchange Management Act,
1999
Residual Shelf Limit
Shelf Limit less the aggregate amount of NCDs allotted under Tranche-I Issue. The Residual Shelf
Term
Description
Limit for the Issue being Rs. 790.813 crore to be issued through one or more Tranche(s)
RR Investors
RR Investors Capital Services Private Limited
SBICAP
SBI Capital Markets Limited
Self Certified Syndicate Banks or
The banks registered with the SEBI under the Securities and Exchange Board of India (Bankers to an
SCSBs
Issue) Regulations, 1994 offering services in relation to ASBA, a list of which is available at
www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. A list of the branches of the
SCSBs where Application Forms will be forwarded by such Members of the Syndicate is available at
www.sebi.gov.in
Series of NCDs or Series
A series of NCDs, which are identical in all respects including but not limited to terms and
conditions, listing and ISIN number (in the event that NCDs in a single Series of NCDs carry the
same coupon/ interest rate) and as further stated to be an individual Series in this Prospectus
Tranche- II
Shelf Limit
The aggregate limit of the Issue being Rs. 2,000.00 crore to be issued as per the terms of the Shelf
Prospectus, through one or more tranches
Shelf Prospectus
The Shelf Prospectus dated October 13, 2014 filed by the Company with the RoC, Stock Exchanges
and SEBI, in accordance with the provisions of the SEBI Debt Regulations and Companies Act, 2013
Specified Cities/ Syndicate ASBA Application centres at Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru,
Locations
Hyderabad, Pune, Vadodara and Surat where the Members of the Syndicate shall accept Application
Forms under the ASBA process in terms of the SEBI Circular No. CIR/CFD/DIL/1/2011, dated April
29, 2011
Syndicate SCSB Branches
In relation to ASBA Applications submitted to a Member of the Syndicate, such branches of the
SCSBs at the Syndicate ASBA Application Locations named by the SCSBs to receive deposits of the
Application Forms from the Members of the Syndicate, and a list of which is available on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other
website(s) as may be prescribed by SEBI from time to time
Stock Exchanges
BSE and NSE
Sub-Consortium Member(s)
The brokers and sub-brokers appointed by the Consortium Members to procure Applications for the
Issue, either by themselves or through agents/ sub-brokers appointed by the Sub-Consortium
Members
Syndicate or Members of the
Collectively, the Lead Managers and the Consortium Members and Sub-Consortium Members
Syndicate
Trading Lot
One NCD
Trading Member
Intermediaries registered with a Broker or a Sub-Broker under the SEBI (Stock Brokers and SubBrokers) Regulations, 1992 and/or with BSE under the applicable byelaws, rules, regulations,
guidelines, circulars issued by the relevant Stock Exchanges from time to time
TRS/ Transaction Registration Slip
The acknowledgement or document issued by any of the Members of the Syndicate, SCSBs or
Trading Members of the Stock Exchange(s), as the case may be, to an Applicant upon demand as
proof of registration of Application for NCDs
Tranche- I Issue
Issue of NCDs of Rs. 1,209.187 crore
Tranche- II Issue
Issue of NCDs for an amount of Rs. 250.00 crore with an option to retain oversubscription upto the
Residual Shelf Limit (i.e. Rs. 790.813 crore)
Tranche Issue Closing Date/ Issue February 4, 2015
Closing Date
The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00
p.m (Indian Standard Time) during the period indicated above with an option for early closure or
extension, as may be decided by the Board of Directors or the Board Committee subject to necessary
approval. In the event of such early closure or extension of the subscription list of the Tranche- II
Issue, the Company shall ensure that public notice of such early closure/extension is published on or
before such early date of closure or the Issue Closing Date, as applicable, through advertisement(s) in
atleast one leading national daily newspaper with wide circulation
Tranche Issue Opening Date/ Issue January 1, 2015
Opening Date
Tranche Prospectus/ Prospectus
This Prospectus Tranche- II dated December 23, 2014, filed with the RoC, Stock Exchanges and
Tranche- II
SEBI pursuant to the provisions of SEBI Debt Regulations and Companies Act, 2013
Tripartite Agreements
Tripartite agreement dated November 3, 2011 between the Company, CDSL and the Registrar to the
Issue and the tripartite agreement dated November 9, 2011 between the Company, NSDL and the
Registrar to the Issue
Working Days
All days excluding Sundays or a public holiday in New Delhi, India, except with reference to Issue
Period and Record Date, where working days shall mean all days, excluding Saturdays, Sundays and
public holiday in New Delhi, India
Conventional and General Terms or Abbreviations
Term/Abbreviation
AADHAR
AD
AGM
AMC
AS
BOB
Borrowing in Rupees Regulations
Description/ Full Form

AADHAR is a 12-digit unique number which the Unique Identification Authority of India {UIDAI}
has issued/ will issue for all residents of India.
Authorised Dealer
Annual General Meeting
Asset management company
Accounting Standards issued by the ICAI
Bank of Baroda
FEMA (Borrowing or Lending in Rupees) Regulations, 2000, as amended and supplemented from
Term/Abbreviation
Brickwork
BSE
CAGR
CARE
CDSL
Civil Procedure Code
Companies Act, 1956
Companies Act, 2013
Competition Act
CRISIL
CSR
Debt Listing Agreement
Depository(ies)
Depositories Act
DIN
DP/ Depository Participant
DRR
DTC
ESOP
FDI
FEMA
FEMA 20
FII
FIMMDA
FIPB
Financial Year/ Fiscal/ FY
GDP
GoI or Government or Central
Government
HUFs
ICAI
ICRA
IFC Act, 1948
IFRS
IFSC
IRDA
IRRPL
Income Tax Act
India
Indian GAAP
KYC
LIBOR
LIC
LLP Act
Loan Book
MF
MoF
MCA
MICR
NABARD
NBFC
NBFC-ND-SI
NBFC Prudential Norms
NECS
NEFT
NRI
NSDL
NSE
NSSF
OBC
p.a.
PAN
PAT
Person Resident Outside India
PFI

time to time
Brickwork Ratings India Private Limited
BSE Limited
Compounded Annual Growth Rate
Credit Analysis & Research Limited
Central Depository Services (India) Limited
Code of Civil Procedure, 1908, as amended and supplemented from time to time
Companies Act, 1956 as amended and supplemented from time to time and to the extent in force as
on the date of this Prospectus Tranche- II
Companies Act, 2013 as amended and supplemented from time to time and to the extent in force as
on the date of this Prospectus Tranche- II
Competition Act, 2002, as amended and supplemented from time to time
CRISIL Limited
Corporate Social Responsibility
The debt listing agreement entered into by the Company with the Stock Exchanges
CDSL and NSDL
Depositories Act, 1996, as amended and supplemented from time to time
Directors Identification Number
Depository Participant, as defined under the Depositories Act, 1996
Debenture Redemption Reserve
Direct Tax Code
Employee Stock Option Plan
Foreign Direct Investment
Foreign Exchange Management Act, 1999, as amended and supplemented from time to time
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000, as amended and supplemented from time to time
Foreign Institutional Investor
Fixed Income Money Market and Derivative Association of India
Foreign Investment Promotion Board
Period of 12 months ended March 31 of that particular year
Gross Domestic Product
Government of India
Hindu Undivided Families
Institute of Chartered Accountants of India
ICRA Limited
Industrial Finance Corporation Act, 1948, which was repealed on July 1, 1993
International Financial Reporting Standards
Indian Financial System Code
Statutory body constituted under the Insurance Regulatory and Development Authority Act, 1999
India Ratings and Research Private Limited
Income Tax Act, 1961, as amended and supplemented from time to time
Republic of India
Generally accepted accounting principles followed in India
Know your customer
London Inter-Bank Offer Rate
Life Insurance Corporation of India
Limited Liability Partnership Act, 2008, as amended and supplemented from time to time
Outstanding loans net of provisions made for NPAs
Mutual Fund
Ministry of Finance, GoI
Ministry of Corporate Affairs, GoI
Magnetic Ink Character Recognition
National Bank for Agriculture and Rural Development
Non Banking Finance Company, as defined under applicable RBI guidelines
Systematically Important Non- deposit Non Banking Finance Company
Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Direction, 2007, as amended and supplemented from time to time
National Electronic Clearing System
National Electronic Fund Transfer
Non Resident Indian
National Securities Depository Limited
National Stock Exchange of India Limited
National Small Savings Fund
Oriental Bank of Commerce
Per annum
Permanent Account Number
Profit After Tax
A person who is not a Person Resident in India (as defined under FEMA)
Public Financial Institution, as defined under Section 2(72) of the Companies Act, 2013
Term/Abbreviation
PIO
PPP
RBI
RBI Act
Rs. or Rupees or Indian Rupees or
RTGS
SEBI
SEBI Debt Regulations
SEBI Mutual Fund Regulations
Securities Act
Trusts Act
UAN
U.S.A
Venture Capital Funds or VCFs

Person of Indian Origin
Public Private Partnership
Reserve Bank of India
Reserve Bank of India Act, 1934, as amended and supplemented from time to time
Lawful currency of India
Real Time Gross Settlement
Securities and Exchange Board of India
SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended and supplemented from
time to time
Securities and Exchange Board of India (Mutual Fund) Regulations, 1996, as amended and
supplemented from time to time
United States Securities Act, 1933, as amended and supplemented from time to time
Indian Trusts Act, 1882, as amended and supplemented from time to time
Unique application number
United States of America
Venture Capital Funds (as defined under the Securities and Exchange Board of India (Venture Capital
Funds) Regulations, 1996) registered with SEBI
Technical and Industry Related Terms

Term/Abbreviation
KfW
Net Sanction
NPA
Yield

KfW banking group, a German government-owned development bank
Amount calculated after reducing the unallocated amount to the Company and the cancelled loans
from the gross sanction amount
Non Performing Assets
Ratio of interest income to the daily average of interest earning assets
Notwithstanding the foregoing, terms in Statement of Tax Benefits and Issue Procedure on pages 19 and 48, respectively of this
Prospectus Tranche- II, shall have the meanings given to such terms in these respective sections.
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATON
Certain Conventions
All references in this Prospectus Tranche- II to India are to the Republic of India and its territories and possessions.
Financial Data
Our Company publishes its financial statements in Rupees. Our Companys financial statements are prepared in accordance with Indian
GAAP, the Companies Act, 1956 and the Companies Act, 2013.
Unless stated otherwise, the financial data in this Prospectus Tranche- II is derived from: (i) Reformatted Financial Statements; and/or (ii)
Limited Review Financial Statements. In this Prospectus Tranche- II, any discrepancies in any table between the total and the sums of the
amounts listed are due to rounding off. All decimals have been rounded off to two decimal points. The audit for the years ended March 31,
2010, March 31, 2011 and March 31, 2012 was conducted by Chokshi & Chokshi, Chartered Accountants. The audit for the year ended
March 31, 2013 was conducted by Ray & Ray Chartered Accountants. The audit for the year ended March 31, 2014, and the Limited Review
Financial Statements for the quarter ended June 30, 2014 was conducted jointly by Thakur, Vaidyanath Aiyar & Co and Andros & Company,
Chartered Accountants. The Limited Review Financial Statements for the half year ended September 30, 2014 was conducted jointly by ASA
& Associates LLP and Andros & Company, Chartered Accountants.
The current financial year of the Company commences on April 1 and ends on March 31 of the next year, so all references to particular
financial year, fiscal year, and Fiscal or FY, unless stated otherwise, are to the 12 months period ended on March 31 of that year.
The degree to which the financial statements included in this Prospectus Tranche- II will provide meaningful information is entirely
dependent on the readers level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Prospectus Tranche- II should accordingly be limited.
Currency and Unit of Presentation
In this Prospectus Tranche- II, references to Rs., Indian Rupees,
and Rupees are to the legal currency of India and references to
US$, USD, and U.S. dollars are to the legal currency of the United States of America and references to Euro and are to the legal
currency of the European Union.
Industry and Market Data
Any industry and market data used in this Prospectus Tranche- II consists of estimates based on data reports compiled by government bodies,
professional organizations and analysts, data from other external sources and knowledge of the markets in which the Company competes.
These publications generally state that the information contained therein has been obtained from publicly available documents from various
sources believed to be reliable but it has not been independently verified by us or its accuracy and completeness is not guaranteed and its
reliability cannot be assured. Although the Company believes the industry and market data used in this Prospectus Tranche- II is reliable, it
has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes of presentation. Data
from these sources may also not be comparable. The extent to which the industry and market data is presented in this Prospectus Tranche- II
is meaningful depends on the readers familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which the Company conducts its business, and methodologies and assumptions may
vary widely among different market and industry sources.
Exchange Rates
The exchange rates of the US$ and as at September 30, 2014, June 30, 2014, March 31, 2014, 2013, 2012, 2011 and 2010 are provided
below:
Currency
1 US$
1
Exchange
Rate into
Rs. as at
September
30, 2014
61.61
Exchange
Rate into Rs.
as at June 30,
2014
Exchange
Rate into Rs.
as at March
28, 2014^
Exchange Rate
into Rs. as at
March
28,
2013
Exchange
Rate into Rs.
as at March
31, 2011
Exchange
Rate into Rs.
as at March
31, 2010
54.39
Exchange
Rate
into
Rs. as at
March 30,
2012#
51.15
60.09
60.09
44.65
45.14
78.20
82.00
82.00
69.54
68.34
63.24
60.56
Source: RBI Reference Rates (www.rbi.org.in)

^ March 29, 2014 was a holiday and March 30, 2014 and March 31, 2014 were trading holiday; hence, exchange rates for last working day
of March, 2014 i.e March 28, 2014 have been used.
*March 29, 2013 was a holiday and March 30, 2013 and March 31, 2013 were trading holiday; hence, exchange rates for last working day
of March, 2013 i.e March 28, 2013 have been used.
# March 31, 2012 was a trading holiday; hence, exchange rates for last working day i.e. March 30, 2012 have been used.
FORWARD LOOKING STATEMENTS

Certain statements contained in this Prospectus Tranche- II that are not statements of historical fact constitute forward-looking statements.
Investors can generally identify forward-looking statements by terminology such as aim, anticipate, believe, continue, could,
estimate, expect, intend, may, objective, plan, potential, project, pursue, shall, seek, should, will, would, or other
words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking
statements. All statements regarding our expected financial conditions, results of operations, business plans and prospects are forwardlooking statements. These forward-looking statements include statements as to our business strategy, revenue and profitability, new business
and other matters discussed in this Prospectus Tranche- II that are not historical facts. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forwardlooking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:
inherent risks in infrastructure financing, to the extent they materialize;
our ability to comply with certain specific conditions prescribed by the Government of India (GoI) in relation to our business or
any changes in laws and regulations applicable to companies in India, including foreign exchange control regulations in India;
volatility in interest rates for our lending and investment operations as well as the rates at which the Company borrows from
banks/financial institutions;
limited recourse in the event of default by our borrowers;
credit and market risks, affecting our credit ratings and our cost of funds;
unavailability of financing at commercially acceptable terms, or at all;
concentration of our exposure to certain sectors, areas and borrowers;
foreign currency borrowings as well as financing activities, which will expose us to fluctuations on foreign exchange rates;
we may face asset-liability mismatches, which could affect our liquidity;
our provisioning norms may not be indicative of the expected quality of our loan portfolio;
changes in political conditions in India and internationally;
governmental and regulatory actions that may affect our business or our industry;
other factors discussed in the Shelf Prospectus, including under Risk Factors on page 9 of the Shelf Prospectus.
For further discussion of factors that could cause our actual results to differ from our expectations, please refer to the section titled Risk
Factors and chapters titled Industry Overview and Business beginning on pages 9, 52 and 58, respectively of the Shelf Prospectus.
Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those
discussed under Industry Overview, Business and Material Developments on page 52, 58 and 123, respectively of the Shelf
Prospectus. The forward-looking statements contained in the Shelf Prospectus are based on the beliefs of management, as well as the
assumptions made by, and information currently available to, management. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable at this time, the Company cannot assure Investors that such expectations will prove to be
correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. If any of these
risks and uncertainties materialize, or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial
condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent forward-looking
statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. Neither our Company or the
Lead Managers, nor any of their respective affiliates has any obligation to, and do not intend to, update or otherwise revise any statements
reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do
not come to fruition. Our Company and Lead Managers will ensure that investors in India are informed of material developments until the
time of the grant of listing and trading permission by BSE and NSE.
SECTION II - INTRODUCTION
THE ISSUE
The following is a summary of the terms of the NCDs. This section should be read in conjunction with, and is qualified in its entirety by,
more detailed information in Issue Structure and Terms of the Issue on page 29 and 33 of this Prospectus Tranche- II.
COMMON TERMS FOR ALL SERIES OF THE NCDs
IFCI Limited
Issuer
SBI Capital Markets Limited, A. K. Capital Services Limited, Edelweiss Financial Services Limited and RR
Lead Managers
Investors Capital Services Private Limited
Secured redeemable non-convertible debentures
Type of Instrument
Public issue of the secured redeemable non-convertible debentures of face value of Rs. 1000 each, proposed to be
Issue
issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche Prospectus(es), in one or more
tranches (each being a Tranche Issue) for an amount aggregating upto Rs. 2,000.00 crore (Shelf Limit) on
the terms and conditions as set out in separate Tranche Prospectus(es) for each tranche issue, which should be
read together with the Shelf Prospectus.
The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain
oversubscription upto the Residual Shelf Limit (i.e. Rs. 790.813 crore) (Tranche- II Issue) and is being
offered by way of this Prospectus Tranche- II containing, interalia, the terms and conditions of Tranche- II Issue,
which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI. The
Shelf Prospectus together with this Prospectus Tranche- II constitutes the Prospectus.
Rs. 1,000 per NCD
Face Value (Rs.)
Rs. 1,000 per NCD
Issue Price (Rs.)
Secured
Nature of Instrument
Public issue
Mode of Issue
Minimum Application Size Ten NCDs (Rs. 10,000) and in the multiple of One NCD thereafter
and in multiples
The date of Application. The entire Application Amount is payable on Application. See Issue Procedure
Pay-in Date
Payment Instructions on page 59 of this Prospectus Tranche- II
See the section titled Issue Procedure- Who Can Apply on page 49 of this Prospectus Tranche- II
Eligible Investor
BSE and NSE. BSE being the Designated Stock Exchange. For more information, see Terms of the Issue
Listing
Listing on page 44 of this Prospectus Tranche- II. The NCDs shall be listed on the BSE and NSE within 12
Working Days from the relevant Tranche Issue Closing Date
Credit Rating / Rating of Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September
26, 2014, assigned a credit rating of BWR AA- (Outlook: Stable) to the NCDs. Instruments with this rating are
the Instrument
considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments
carry very low credit risk. Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/201415/0286 dated December 22, 2014 revalidated its credit rating. ICRA Limited has, vide its letter no.
D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of [ICRA]A (Stable) to the NCDs.
Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of
financial obligations. Such instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/201415/1-57/ 11dated December 22, 2014 revalidated its credit rating. For the revalidation letters each dated
December 22, 2014, see Annexure B: Credit Rating (Revalidation Letters) of this Prospectus Tranche- II. For
the rationale for these ratings, see Annexure B Credit Rating of the Shelf Prospectus
Pari passu floating first charge on Receivables of the Company (other than the Lien Receivables) with an asset
Security
cover of one time of the total outstanding amount of NCDs and interest thereon at any point of time. The
Company reserves the right to create first pari passu charge on the present and future Receivables for its present
and future financial requirements or otherwise, provided that a minimum security cover of 1 (one) time is
maintained
One time of the total outstanding amount of the NCDs and the interest due thereon at any point in time
Security Cover
Nature of Indebtedness and The claims of the Debenture holders shall be superior to the claims of any unsecured creditors of the Company
and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other
Ranking/ Seniority
secured creditors of the Company having the same security
There is no put/ call option for the NCDs
Put/Call Option
Axis Trustee Services Limited
Debenture Trustee
Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL)
Depositories
Registrar
Modes
of
Payment/ 1. Direct Credit;
2. National Electronic Clearing System (NECS);
Settlement Mode
3. Real Time Gross Settlement (RTGS);
4. National Electronic Fund Transfer (NEFT); and
5. Demand Draft/ Cheque/ Pay Order
For more information, see Terms of the Issue Manner and Modes of Payment on page 41 of this Prospectus
Tranche- II.
In dematerialised form and physical form, at the option of the Applicant*
Mode of Issuance
In dematerialised form only*
Mode of Trading
One NCD
Market Lot / Trading Lot
Deemed Date of Allotment The date on which, the Board of Directors or Board Committee, approves the Allotment of NCDs for the
Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified
to the Designated Stock Exchange. All benefits relating to the NCDs including interest on NCDs (as specified in
this Prospectus Tranche- II) shall be available from the Deemed Date of Allotment. The actual allotment of
NCDs may take place on a date other than the Deemed Date of Allotment
Issue Opening Date

Issue Closing Date

January 1, 2015
February 4, 2015
The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian
Standard Time) during the period indicated above with an option for early closure or extension, as may be
decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such
early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public
notice of such early closure/extension is published on or before such early date of closure or the Issue Closing
Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with wide
circulation
The date falling 15 (fifteen) days prior to the relevant Interest Payment Date on which Interest is due and
Record Date
payable, or the Maturity Date on which the Maturity Amount is due and payable or as may be prescribed by the
Stock Exchanges. In the event Record Date falls on a Saturday, Sunday, or a public holiday in New Delhi, the
previous Working Day shall be considered as Record Date
Objects of the Issue and See Objects of the Issue on page 18 of this Prospectus Tranche- II
Utilisation of Proceeds
Working/ Business Day See Terms of the Issue- Effect of holidays on payment on page 39 of this Prospectus Tranche- II
Convention
See Terms of the Issue- Day Count Convention on page 39 of this Prospectus Tranche- II
Day Count Convention
Transaction Documents
The Shelf Prospectus, this Prospectus Tranche- II read with notices, corrigenda, documents/ undertakings/
agreements entered into or to be entered into by the Company with Lead Managers and/or other
intermediaries for the purpose of this Issue, including but not limited to the following: Debenture Trust Agreement
Debenture Trust Agreement dated September 26,
2014 entered into between the Debenture Trustee and
the Company
Debenture Trust Deed dated November 28, 2014
entered into between the Debenture Trustee and the
Company
Escrow Agreement
Escrow Agreement dated October 10, 2014, as
amended and supplemented by First Addendum to
the Escrow Agreement dated December 22, 2014
entered into between the Company, the Registrar to
the Issue, the Lead Managers and the Escrow
Collection Bank(s) for collection of the Application
Amounts and where applicable, refunds of amounts
collected from Applicants on the terms and
conditions thereof
Issue Agreement
Issue Agreement dated September 27, 2014 entered
into between the Company and the Lead Managers
Consortium Agreement dated October 10, 2014, as
the Consortium Agreement dated December 22, 2014
entered into between the Company and the
Consortium Members
Registrar Agreement
Agreement dated September 26, 2014 entered into
between the Company and the Registrar to the Issue
as amended and supplemented by Addendum to the
Registrar Agreement dated October 11, 2014, in
relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue
Tripartite agreement dated November 3, 2011
entered into between the Company, CDSL and the
Registrar to the Issue and the tripartite agreement
dated November 9, 2011 entered into between the
Company, NSDL and the Registrar to the Issue
Conditions
precedent/ Other than the conditions specified in the SEBI Debt Regulations, there are no conditions precedent/subsequent
subsequent to disbursement to disbursement. See Terms of the Issue - Utilisation of Issue Proceeds on page 44 of this Prospectus
Tranche- II
See Terms of the Issue- Event of Defaults on page 43 of this Prospectus Tranche- II
Event of Default
Not applicable
Cross Default
Roles and Responsibilities See Terms of the Issue- Debenture Trustee on page 44 of this Prospectus Tranche- II
of Debenture Trustee
Discount at which NCDs Not applicable
are issued and the effective
yield as a result of such
discount
Laws of the Republic of India
Governing Law
The courts of New Delhi will have exclusive jurisdiction for the purposes of the Tranche- II Issue.
Jurisdiction
* The Allotment of NCDs shall be in dematerialized form as well as physical form. In terms of Regulation 4 (2)(d) of the SEBI Debt
Regulations and Section 29 of the Companies Act, 2013, the Company shall make public issue of NCDs in dematerialized form. However, in
10
terms of Section 8(1) of the Depositories Act, the Company, at the request of the Investors who wish to hold the NCDs in physical form will
fulfill such request. The trading in NCDs shall be compulsorily in dematerialized form.
Participation by any of the above-mentioned Investor classes in the Tranche- II Issue will be subject to applicable statutory and/or
regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the investment limits or
maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions.
In case of Application Form being submitted in joint names, Applicants should ensure that the demat account is also held in the same
joint names, and the names are in the same sequence in which they appear in the Application Form.
Applicants are advised to ensure that they have obtained the necessary statutory and/or regulatory permissions/consents/approvals in
connection with applying for, subscribing to, or seeking Allotment of NCDs pursuant to the Tranche- II Issue.
SPECIFIC TERMS FOR EACH SERIES OF NCDs
The specific terms and conditions of each series of NCDs offered pursuant to the Tranche-II Issue are as follows:
Options/ Series
Frequency of Interest Payment
Tenor from Deemed Date of Allotment
Coupon Rate (% per annum) for all Category
of Investor(s) (A)
Additional incentive over Coupon Rate (% per
annum) on any Record Date applicable only to
Category III and Category IV Investor(s) (B)
Aggregate of the Coupon Rate and the
Additional incentive (as per B above) applicable
only to Category III and Category IV
Investor(s) {(A) + (B) })
Effective Yield (per annum) for Category I and
Category II Investor(s)
Effective Yield (per annum) for Category III
and Category IV investors
Coupon/ Interest Type
Coupon Payment Date/ Interest Payment Date
Coupon Reset Process

Maturity Amount/ Redemption Amount (Rs./
NCD) on Maturity for Category I and Category
II Investor(s)**
NCD) on Maturity for Category III and
Category IV Investor(s) **
Redemption Premium/ Discount
Redemption Date/ Maturity

Deemed Date of Allotment)
Default Interest Rate
Interest on Application Money

Base Issue Size
Option to retain oversubscription
Step up/ Step Down Coupon Rate
Date (from
I*
II**
Annual
Not Applicable
5 Years
9.35%
Not Applicable
III
IV**
Annual
Not Applicable
10 Years
9.40%
Not Applicable
0.10%
Not Applicable
0.10%
Not Applicable
9.45%
Not Applicable
9.50%
Not Applicable
9.35%
9.35%
9.40%
9.40%
9.45%
9.45%
9.50%
9.50%
Annual
Fixed
The date, which is
the day falling one
year from the
Deemed Date of
Allotment, in case
of the first coupon/
interest payment
and the same day
every year, until
the
Redemption
Date
for
subsequent
coupon/
interest
payment
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
1,000
Annual
Fixed
The date, which is
the day falling one
year from the
Deemed Date of
Allotment, in case
of
the
first
coupon/ interest
payment and the
same day every
year, until the
Redemption Date
for
subsequent
coupon/ interest
payment
Not Applicable
Rs. 1563.87
1,000
1,000
Rs. 1571.04
1,000
Rs. 2457.50
Rs. 2480.08
In case of Series II and Series IV, the amount will be redeemed at the end of 5 years
and 10 years, respectively, commencing from the Deemed Date of Allotment at the
Face Value of Rs. 1,000 each per NCD along with redemption premium. The Series I
and Series III will be redeemed at par at the end of 5 year and 10 year, respectively,
commencing from the Deemed Date of Allotment. For details please refer to the
paragraph above on the Maturity Amount
5 Years
5 Years
10 Years
10 Years
The Company shall pay liquidated damages at a rate of 1% per annum, in the event
the Company fails to pay any amounts outstanding in respect of NCDs, when due
and payable
See Terms of Issue- Interest on Application and Refund Money on page 38 of
this Prospectus Tranche- II
Rs. 250.00 crore
Upto the Residual Shelf Limit (i.e. Rs. 790.813 crore)
N.A
*Our Company shall allocate and allot Series I NCDs to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of
NCDs in their Application Form or have applied for wrong Series of NCDs.
** Subject to applicable tax deducted at source, if any.
11
GENERAL INFORMATION
The Company was incorporated on May 21, 1993 under the Companies Act, 1956 as a public limited company under the name The
Industrial Finance Corporation of India Limited and got Certificate of Commencement of business on June 24, 1993. The objective, interalia, was to take over the assets and liabilities, business and functions of the erstwhile Industrial Finance Corporation of India established
under the IFC Act, 1948. Accordingly, the undertaking of Industrial Finance Corporation of India under the IFC Act, 1948 was transferred to
and vested in the Company with effect from July 1, 1993 vide notification issued by the Government of India, Ministry of Finance,
Department of Economic Affairs (Banking Division) on June 7, 1993 pursuant to Section 3 of the IFC (Transfer of Undertaking and Repeal)
act, 1993. Subsequently, a fresh certificate of incorporation dated October 27, 1999 consequent upon change of its name to IFCI Limited
was received from the RoC.
The Company is a notified as a public financial institution within the meaning of Section 2(72) of the Companies Act, 2013. Further, the
Company has also been registered as Systematically Important Non-Deposit taking Non-Banking Finance Company (NBFC-ND-SI) with the
Reserve Bank of India and has been issued a certificate of registration bearing No. B-14.00009 dated August 18, 2009.
Registered Office and Corporate Office
IFCI Tower,
61, Nehru Place,
New Delhi- 110 019,
Tel: +91 11 4179 2800/ 4173 2000
Fax: +91 11 2648 8471/ 2623 0201
E-mail: ifcipublicissue@ifciltd.com,
Website: www.ifciltd.com
Registration
Details
Registration Number
Corporate Identity Number
Registration/Identification number
053677
L74899DL1993PLC053677
For information on changes in our Registered Office, see History, Main Objects and Certain Corporate Matters on page 70 of the Shelf
Prospectus.
Address of the Registrar of Companies
The Company is registered at the office of:
The Registrar of Companies
National Capital Territory of Delhi and Haryana
4th Floor, IFCI Tower
61, Nehru Place
New Delhi 110 019
Tel: +91 (11) 2623 5707
Fax: +91 (11) 2623 5702
Chief Financial Officer
Mr. B. N Nayak
IFCI Tower
61, Nehru Place
New Delhi- 110 019,
Tel: +91 (11) 2623 0203
Fax: +91 (11) 2623 0029
Email: bn.nayak@ifciltd.com
Compliance Officer
Ms. Barkha Chhabra
Deputy General Manager
IFCI Tower
61, Nehru Place
New Delhi- 110 019,
Tel: +91 11 4173 2000, 4173 2468
Fax: +91 11 2623 0029
Email: bondscomplianceofficer@ifciltd.com
Investors may contact the Registrar to the Tranche- II Issue or the Compliance Officer in case of any pre-Issue or post-Issue related
problems such as non-receipt of Allotment Advice, debenture certificate (for Applicants who have applied for Allotment in physical
form), demat credit of allotted debentures in the respective beneficiary account or refund orders.
All grievances relating to the Tranche- II Issue may be addressed to the Registrar to the Issue, giving full details such as name,
Application Form number, address of the Applicant, number of NCDs applied for, Series of NCDs applied for, amount paid on
Application, Depository Participant and the Collection Centre of the Members of the Syndicate where the Application was submitted.
12
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to either: (a) the relevant
Designated Branch of the SCSB where the Application Form was submitted by the ASBA Applicant, or (b) the concerned Member of
the Syndicate and the relevant Designated Branch of the SCSB in the event of an Application submitted by an ASBA Applicant at
any of the Syndicate ASBA centres, giving full details such as name, address of Applicant, Application Form number, series/option
applied for, number of NCDs applied for, amount blocked on Application.
All grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to the relevant
Stock Exchange.
Lead Managers
SBI Capital Markets Limited
202, Maker Tower E, Cuffe Parade, Mumbai 400 005
Tel: +91 (22) 2217 8300
Fax: +91 (22) 2218 8332
Email: ifcibonds2014@sbicaps.com
Investor Grievance Email: investor.relations@sbicaps.com
Website: www.sbicaps.com
Contact Person: Ms. Dhivya Ravikumar/ Mr. Aditya Deshpande
Compliance Officer: Mr. Bhaskar Chakraborty
A. K. Capital Services Limited

30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215,
Nariman Point, Mumbai 400 021
Tel: +91 (22) 6754 6500/ 6634 9300
Fax: +91 (22) 6610 0594
Email: ifcibonds2014@akgroup.co.in
Investor Grievance Email: investor.grievance@akgroup.co.in
Website: www.akcapindia.com
Contact Person: Mr. Mandeep Singh / Ms. Akshata Tambe
Compliance Officer: Mr. Vikas Agarwal
Edelweiss Financial Services Limited

Edelweiss House, Off CST Road, Kalina,
Mumbai 400 098
Tel: +91 (22) 4086 3535
Fax: +91 (22) 4086 3610
Email:ifcibonds@edelweissfin.com
Investor grievance email: customerservice.mb@edelweissfin.com
Contact Person: Mr. Lokesh Singhi
Compliance Officer : Mr. B. Renganathan
RR Investors Capital Services Private Limited

47. M.M Road, Rani Jhansi Marg Jhandewalan,
New Delhi- 110 055
Tel: +91 (11) 2363 6362/63
Fax: +91 (11) 2363 6746
Email: ifcibonds2014@rrfcl.com
Website: www.rrfcl.com/www.rrfinance.com
Contact Person: Mr. Anurag Awasthi
Compliance Officer: Mr. Ravi Kant Goyal
Consortium Members
In addition to the Lead Managers, following are also the consortium members for the marketing of the Tranche- II Issue:
SBICAP Securities Limited
Mafatlal Chamber, C Wing, 2nd Floor, NM Joshi Marg,
Lower Parel, Mumbai 400 013
Tel: +91 (22) 4227 3300
Fax: +91 (22) 4227 3390
Email: archana.dedhia@sbicapsec.com
Investor Grievance Email: complaints@sbicapsec.com
Website: www.sbicapsec.com
Contact person: Ms. Archana Dedhia
Compliance Officer: Ms. Dhanashri Kenkare
SEBI Registration No.: NSE - INB231052938 & BSE INB11053031
A.K. Stockmart Private Limited

30-39, Free Press House, Free Press Journal House,
215, Nariman Point, Mumbai-400 021
Tel: +91 (22) 6634 9300
Fax: +91 (22) 6754 4666
Email: ankit@akgroup.co.in
Investor Grievance Email: stockmart@akgroup.co.in
Website: www.akcapindia.co.in
Contact person: Mr. Ankit Gupta/ Mr. Sanjay Shah
Compliance Officer: Mr. Ankit Gupta
SEBI Registration No.: INB231269532/ INB011269538
Edelweiss Securities Limited

2nd Floor, M.B. Towers, Plot no. 5, Road no. 2
Banjara Hills, Hyderabad 500 034
Tel: +91 (22) 6747 1342
Fax: + 91 (22) 6747 1347
E-mail ID: ifcibonds@edelweissfin.com
Investor Grievance ID: customerservice.mb@edelweissfin.com
Contact Person: Mr. Prakash Boricha
Compliance Officer: Mr. Praveen Bathe
SEBI Registration Number: INB011193332 (BSE)/ INB231193310
(NSE)/ INB261193396 (MCX-SX)
RR Equity Brokers Private Limited

47 M.M, Road Rani Jhansi Marg,
Jhandewalan New Delhi- 100055
Tel: +91 (11) 2363 6362/63
Fax: +91 (11) 2363 6666
Email: jeetesh@rrfcl.com
Website: www.rrfcl.com/ rrfinance.com
Contact person: Mr. Jeetesh Kumar
Compliance Officer: Mr. Rakesh Gulati
SEBI Registration No.: NSE-INB231219636 &
BSE-INB011219632
13
Debenture Trustee
2nd Floor, Axis House, Wadia International Centre
Pandurang Budhkar Marg, Worli, Mumbai 400 025
Tel: +91 (22) 2425 5215/ 16
Fax: +91 (22) 2425 4200
Email: debenturetrustee@axistrustee.com
Investor Grievance Email: complaints@debenturetrustee.com
Website: www.axistrustee.com
Contact Person: D J Bora
SEBI Registration No.: IND000000494
Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its
consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and all subsequent periodical
communications sent to the holders of the NCDs issued, pursuant to this Issue.
Tel: +91(40) 4465 5000
Fax: +91 (40) 2343 1551
Contact Person: Mr. M. Murali Krishna
Statutory Auditors
ASA & Associates LLP
Chartered Accountants
K S House, 118, Shahpur Jat
New Delhi- 110 049
Firm Registration number: 009571N/ N500006
Tel: +91 (11) 4100 9999
Fax: +91 (11) 4100 9990
Email: parveen.kumar@asa.in
Website: www.asa.in
ANDROS and Company

A- 101, Group Industrial Area, Wazirpur
New Delhi- 110 052
Firm Registration number: 008976N
Tel: +91 (11) 4759 2055
Fax: +91 (11) 4759 2055
Email: shashigargca@gmail.com
ASA and Associates and ANDROS and Company, Chartered Accountants, were appointed as the joint Statutory Auditors of the Company
under Section 139 of the Companies Act, 2013 for the Financial Year 2014- 2015 by the Comptroller and Auditor General of India through a
letter dated July 27, 2014.
Escrow Collection Banks/ Bankers to the Issue
IDBI Bank Limited
Unit no.2, Corporate Park, Sion Trombay Road,
Chembur, Mumbai 400 071
Tel: +91 (22) 6690 8402
Fax: +91 (22) 6690 8424
E-mail: ipoteam@idbi.co.in
Website: www.idbibank.com
Contact Person: Satish Vasudeo Joshi (Head-CMS Operations)
SEBI Registration Number: INBI00000076
ICICI Bank Limited

Capital Market Division,
1st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road, Backbay
Reclamation, Churchgate, Mumbai- 400 020
Tel: +91 (22) 22859932
Fax: +91 (22) 2261 1138
E-mail: anil.gadoo@icicibank.com
Website: www.icicibank.com
Contact Person: Mr. Anil Gadoo
Axis Bank Limited

EROS Corporate Towers, Ground Floor, Nehru Place
New Delhi- 110019
Tel: +91 9582800491, +91 (11) 40520005, +91 9818109212
Fax: +91 (11) 40520098
E-mail: debraj.saha@axisbank.com
Website: www.axisbank.com
Contact Person: Mr. Debraj Saha

IndusInd Bank Limited, Cash Management Services, Solitaire Park,
No.1001, Building No. 10, Ground Floor, Guru Hargovindji Marg,
Andheri (East), Mumbai 400 093
Tel: +91 (22) 6772 3901 - 3917
Fax: +91 (22) 6772 3998
E-mail: sanjay.vasarkar@indusind.com
Website: www.indusind.com
Contact Person: Mr. Sanjay Vasarkar
14
HDFC Bank Limited

FIG-OPS Department Lodha I Think Techno Campus,
O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East),Mumbai 400 042
Tel: +91 (22) 3075 2928
Fax: +91 (22) 2579 9801
E-mail: uday.dixit@hdfcbank.com, figdelhi@hdfcbank.com,
anchal.garg@hdfcbank.com, ashish.ujjawal@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Mr. Uday Dixit
Refund Banker to the Issue
IndusInd Bank Limited, Cash Management Services, Solitaire Park,
No.1001, Building No. 10, Ground Floor, Guru Hargovindji Marg,
Andheri (East), Mumbai 400 093
Tel: +91 (22) 6772 3901 - 3917
Fax: +91 (22) 6772 3998
E-mail: sanjay.vasarkar@indusind.com
Website: www.indusind.com
Contact Person: Mr. Sanjay Vasarkar
Self Certified Syndicate Banks
The list of Designated Branches that have been notified by SEBI to act as SCSBs for ASBA process is provided on
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from
time to time. For more information on the Designated Branches collecting ASBA Applications, see the above mentioned web-link.
Syndicate SCSB Branches
In relation to ASBA Applications submitted to the Syndicate or the Trading Members of the Stock Exchange(s) only in the specified cities
(Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad, Pune, Vadodara and Surat), the list of branches of the
SCSBs at the Specified Cities named by the respective SCSBs to receive deposits of ASBA Applications from such Syndicate or the Trading
Members of the Stock Exchange(s) is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such
other website as may be prescribed by SEBI from time to time. For more information on such branches collecting ASBA Applications from
Members of the Syndicate or the Trading Members of the Stock Exchange(s) only in the Specified Cities, see the above mentioned web-link.
Bankers to the Company
HDFC Bank Limited
FIG OPS Department Lodha, I Think Techno Campus,
O-3, Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai -400042
Tel: +91 (022) 3075 2928
Fax: +91 (022) 2579 9801
Email:
udhay.dixit@hdfcbank.com,
figdelhi@hdfcbank.com,
anchal.garg@hdfcbank.com, ashish.ujjawal@hdfcbank.com
Contact Person: Udhay Dixit
Website: www.hdfcbank.com
IDBI Bank Limited

Unit No. 2, Corporate Park, Sion Trombay Road,
Chembur, Mumbai 400 071
Tel: +91 (022) 6690 8402
Fax: +91 (022) 6690 8424
Email: ipoteam@idbi.co.in
Contact Person: Satish Vasudeo Joshi (Head-CMS Operations)
Website: www.idbibank.com
Legal Advisor to the Issue

Dhir & Dhir Associates
D-55, Defence Colony, New Delhi 110 024
Tel.: +91 (11) 42410000
Fax: +91 (11) 42410091
E-mail: ifcibonds2014@dhirassociates.com
Contact Person: Mr. Girish Rawat
Website: www.dhirassociates.com
15
Credit Rating Agencies

Brickwork Ratings India Private Limited
3rd Floor, Raj Alkaa Park
29/3 & 32/2 Kalena Agrahara, Bannerghatta Road
Bengaluru 560 076
Tel: +91 (80) 4040 9940
Fax: +91 (80) 4040 9941
Email: info@brickworkratings.com
brickworkhelp@brickworkratings.com
Contact Person: Mr. V.K Nirmal
Website: www.brickworkratings.com
SEBI Registration Number: IN/CRA/005/2008
ICRA Limited
Building No. 8, 2nd Floor, Tower A,
DLF Cyber City, Phase II
Gurgaon 122 002
Tel: +91 (124) 4545300
Fax: +91 (124) 4050 424
Email: vivek@icraindia.com
Investor Grievance Email: investors@icraindia.com
Contact Person: Mr. Vivek Mathur
Website: www.icra.in
SEBI Registration Number: IN/CRA/003/1999
Credit Rating and Rationale

Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit
rating of BWR AA- (Outlook: Stable) to the NCDs. Instruments with this rating are considered to have the high degree of safety regarding
timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has, vide its
letter no. BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating.
ICRA Limited has, letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of [ICRA]A (Stable) to the NCDs.
Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such
instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-15/1-57/11 dated December 22, 2014 revalidated its
credit rating.
For the revalidation letters each dated December 22, 2014, see Annexure B: Credit Rating (Revalidation Letters) of this Prospectus
Tranche- II. For the rationale for these ratings, see Annexure B Credit Rating of the Shelf Prospectus.
Expert Opinion
Except the letter dated September 26, 2014 issued by Brickwork, in respect of the credit rating of the Issue, and Report dated August 12, 2014
related to Limited Review Financial Statements for the quarter ended June 30, 2014 inter-alia issued by ANDROS and Company, Statutory
Auditors of the Company, Report dated November 11, 2014 related to Limited Review Financial Statements for the period ended September
30, 2014, Examination Report on the Reformatted Financial Statements and the Statement of Tax Benefits each dated September 29, 2014
issued by ASA and Associates and ANDROS and Company, Statutory Auditors of the Company, the Company has not obtained any expert
opinions.
Impersonation
As a matter of abundant precaution, attention of the investors is specifically drawn to the provisions of sub -section (1) of Section 38 of the
Companies Act, 2013, relating to punishment for fictitious applications. Please see Terms of Issue- Impersonation on page 44 of this
Minimum Subscription
If our Company does not receive the minimum subscription of 75% of the Base Issue Size within 30 (thirty) days from the date of Issue of
this Prospectus Tranche- II or such other period as may be specified by SEBI, the entire Application Amounts shall be refunded to the
Applicants within 12 days from closure of the Trance- II Issue. If there is delay in the refund of Application Amounts beyond the time
prescribed above, our Company will pay interest for the delayed period at rate of 15% per annum for the delayed period.
Under Section 39(3) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Prospectus and Allotment of Securities) Rules,
2014 if the stated minimum subscription amount is not received within the specified period, the application money received is to be credited
only to the bank account from which the subscription was remitted. To the extent possible, where the required information for making such
refunds is available with the Company and/or Registrar, refunds will be made to the account prescribed. However, where the Company and/or
Registrar does not have the necessary information for making such refunds, the Company and/or Registrar will follow the guidelines
prescribed by SEBI in this regard including its circular (bearing CIR/IMD/DF-1/20/2012) dated July 27, 2012.
Utilisation of Issue proceeds
Our Board of Directors certifies that:
All monies received out of the Tranche- II Issue shall be credited/transferred to a separate bank account other than the bank account
referred to in Section 40 of the Companies Act, 2013;
The allotment letter shall be issued or application money shall be refunded within the time specified in chapter titled Issue Procedure
at page 48 of this Prospectus Tranche- II, failing which interest shall be due to be paid to the applicants at the rate of 15% for the
delayed period;
Details of all monies utilised out of the Tranche- II Issue referred above shall be disclosed under an appropriate separate head in our
balance sheet indicating the purpose for which such monies have been utilised;
Details of all unutilised monies out of the Tranche- II Issue, if any, shall be disclosed under an appropriate head in our balance sheet
indicating the form in which such unutilised monies have been invested;
We shall utilize the Tranche- II Issue proceeds only upon creation of security as stated in this Prospectus Tranche- II in the section titled
Issue Structure beginning on page 29 of this Prospectus Tranche- II and trading approval from the Stock Exchange; and
16
The Tranche- II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia
by way of a lease, of any property, however, the Tranche- II Issue proceeds may be used for issuing loans against securities.
Underwriting
The Tranche- II Issue is not underwritten.
Arrangers to the Tranche- II Issue
There are no arrangers to the Tranche- II Issue
Issue Programme
ISSUE PROGRAMME
ISSUE OPENS ON
JANUARY 1, 2015
ISSUE CLOSES ON*

FEBRUARY 4, 2015
* The Tranche- II Issue shall open for subscription on Working Days from 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the period
indicated above with an option for early closure or extension, as may be decided by the Board of Directors or Board Committee. In the event
of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public notice of such early
closure/ extension is published on or before such early date of closure or the Tranche Issue Closing Date, as applicable, through
advertisement(s) in a leading national daily newspaper. For more information, see Issue Procedure on page 48 of this Prospectus
Tranche- II.
Applications Forms for the Tranche- II Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such
extended time as may be permitted by the Stock Exchange(s), during the Issue Period as mentioned above on all days between
Monday and Friday (both inclusive barring public holiday), (i) by the Members of the Syndicate or the Trading Members of the
Stock Exchange(s), as the case maybe, at the centers mentioned in Application Form through the non-ASBA mode or, (ii) in case of
ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Members of the Syndicate or
the Trading Members of the Stock Exchange, as the case may be, only at the Specified Cities. On the Issue Closing Date the
Application Forms will be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or
such extended time as may be permitted by the Stock Exchange.
Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their
Application Forms one day prior to the Issue Closing Date and not later than 3.00 p.m (Indian Standard Time) on the Issue Closing
Date. Applicants are cautioned that in the event if a large number of Applications are received on the Issue Closing Date, there may
be some Applications which may not uploaded due to lack of sufficient time for uploading. Any such Applications which are not
uploaded will not be considered for allocation under the Tranche- II Issue. Application Forms will only be accepted on Working Days
during the Issue Period. Neither our Company, nor the Members of the Syndicate or Trading Members of the Stock Exchange(s)
shall be liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise.
17
OBJECTS OF THE ISSUE

Issue Proceeds
This is a public issue by the Company of secured redeemable non-convertible debentures of face value of Rs. 1,000 each for an amount of Rs.
250.00 crore with an option to retain over subscription upto the Residual Shelf Limit (i.e Rs. 790.813 crore) and is being offered by way of
this Prospectus Tranche- II containing, interalia, the terms and conditions of Tranche- II Issue, which should be read together with the Shelf
Prospectus filed with the RoC, Stock Exchanges and SEBI.
Utilisation of Issue Proceeds
The Net Issue proceeds as raised through the Tranche- II Issue less the expenditure will be utilised for following activities in the ratio
provided as below:
a) For the purpose of lending/ repayment of loan: minimum 75% of the net amount raised and allotted in the Tranche- II Issue; and
b) For General Corporate purpose: upto 25% of the net amount raised and allotted in the Tranche- II Issue. The unutilized amount if any
will be used for purpose of lending/ repayment of loan.
For more information on the Companys business and associated risks, see Business and Risk Factors on pages 58 and 9 of the Shelf
Prospectus, respectively.
The main objects clause of our Memorandum of Association permits the Company to undertake its existing activities as well as the activities
for which the funds are being raised through the Tranche- II Issue.
Monitoring of Utilization of Funds
In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of
the Tranche- II Issue. The Board shall monitor the utilisation of the proceeds of the Tranche- II Issue. The Company will disclose in its
financial statements for the relevant fiscal commencing from Fiscal 2015, the utilization of the proceeds of the Tranche- II Issue under a
separate head along with details, if any, in relation to all such proceeds of the Tranche- II Issue that have not been utilized thereby also
indicating investments, if any, of such unutilized proceeds of the Tranche- II Issue.
For more information, see Terms of the Issue - Utilisation of Issue Proceeds and Issue Procedure - Monitoring & Reporting of
Utilisation of Issue Proceeds on page 44 and 45, respectively of this Prospectus Tranche- II.
Interim use of Proceeds
The Board, in accordance with policies formulated from time to time, will have flexibility in deploying the proceeds of the Tranche- II Issue.
Pending utilisation of the Tranche- II Issue proceeds for the purposes described above, the Company intends to temporarily invest funds in
high quality interest bearing liquid instruments including money market mutual funds, deposits with banks or temporarily deploy the funds in
investment grade interest bearing securities or inter-corporate loans as may be approved by the Board or Committee of Board, as the case may
be. Such investment would be in accordance with the investment policies approved by the Board of Directors or any committee thereof from
time to time.
Variation in terms of contract or objects in the Prospectus
Our Company shall not, in terms of Section 27 of the Companies Act, 2013, at any time, vary the terms of a contract referred to in the
Prospectus or objects for which the Prospectus is issued, except as may be prescribed under the applicable laws after abiding by all the
formalities prescribed in Section 27 of the Companies Act, 2013.
Other Confirmations
In accordance with SEBI Debt Regulations, the Company is required to not utilise the proceeds of the Tranche- II Issue for providing loans to
or acquisitions of shares of any person who is a part of the same group as the Company or who is under the same management as the
Company or any Subsidiary of the Company. The Company is promoted and controlled by President of India, through Ministry of Finance,
Government of India and, as such, we do not have any identifiable group companies or companies under the same management.
Further, the Tranche- II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any acquisition, including by
way of a lease, of any property, however, the Tranche- II Issue proceeds may be used for issuing loans against securities.
No part of the proceeds from this Issue will be paid by us as consideration to our Promoters, Directors, Key Managerial Personnel or
companies promoted by our Promoters, except in the usual course of business.
Issue proceeds from NCDs allotted to banks will not be utilised for any purpose which may be in contravention of RBI guidelines on bank
financing to NBFCs, including those relating to classification as capital market exposure or any other sectors that are prohibited by RBI.
The Company confirms that it will not use the proceeds of the Tranche- II Issue for the purchase of any business or in the purchase of any
interest in any business whereby the Company shall become entitled to the capital or profit or losses or both in such business exceeding 50%
thereof, the acquisition of any immovable property or acquisition of securities of any other body corporate.
We shall utilise the Tranche- II Issue proceeds only on execution of documents for creation of security as stated in this Prospectus Tranche- II
under Terms of the Issue on page 33 and on the listing of NCDs.
Benefit / interest accruing to Promoters/Directors out of the object of the Issue
Neither the Promoter nor the Directors of our Company are interested in the Objects of the Tranche II Issue.
18
STATEMENT OF TAX BENEFITS

The following tax benefits will be available to the debenture holders as per the existing provisions of law. The tax benefits are given as per
the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The debenture
holder is advised to consider the tax implications in respect of subscription to the debentures after consulting his tax advisor as alternate views
are possible. We are not liable to the debenture holder in any manner for placing reliance upon the contents of this statement of tax benefits.
A. IMPLICATIONS UNDER THE INCOME-TAX ACT, 1961 (I.T. ACT)
i)
To the Resident Debenture Holder
1. Interest on NCD received by debenture holders would be subject to tax at the normal rates of tax in accordance with and subject to the
provisions of the I.T. Act and such tax would need to be withheld at the time of credit/payment as per the provisions of Section 193 of the
I.T. Act. However, no income tax is deductible at source in respect of the following:
(a)
In case the payment of interest on debentures to a resident individual or a Hindu undivided family (HUF) Debenture Holder
does not or is not likely to exceed Rs. 5,000.00 in the aggregate during the Financial Year and the interest is paid by an account
payee cheque.
(b)
On any security issued by a company in a dematerialized form and is listed on recognized stock exchange in India in accordance
with the Securities Contracts (Regulation) Act, 1956 and the rules made there under.
(c)
When the Assessing Officer issues a certificate on an application by a Debenture Holder on satisfaction that the total income of
the Debenture Holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act; and that
certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest.
(d)
(i) When the resident Debenture Holder with Permanent Account Number (PAN) (not being a company or a firm) submits a
declaration as per the provisions of Section 197A (1A) of the I.T. Act in the prescribed form 15G verified in the prescribed
manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in
computing his total income will be NIL. However under Section 197A(1B) of the I.T. Act, form 15G cannot be submitted nor
considered for exemption from tax deduction at source if the dividend income referred to in Section 194 of the I.T. Act, interest on
securities, interest, withdrawal from NSS and income from units of mutual fund or of Unit Trust of India as the case may be or the
aggregate of the amounts of such incomes credited or paid or likely to be credited or paid during the previous year in which such
income is to be included exceeds the maximum amount which is not chargeable to income tax.
To illustrate, as on April 01, 2014, the maximum amount of income not chargeable to tax in case of individuals (other than senior
citizens and super senior citizens) and HUFs is Rs. 2,50,000.00; in the case of every individual being a resident in India, who is of
the age of 60 years or more but less than 80 years at any time during the Financial Year (Senior Citizen) is Rs. 3,00,000.00; and in
the case of every individual being a resident in India, who is of the age of 80 years or more at any time during the Financial Year
(Super Senior Citizen) is Rs. 5,00,000.00 for Financial Year 2014-15.
Further, section 87A of the I.T. Act provides a rebate of 100% of income-tax or an amount of Rs. 2,000.00 whichever is less to a
resident individual whose total income does not exceed Rs. 5,00,000.00.
(ii) Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a
self-declaration with Permanent Account Number (PAN) in the prescribed Form 15H for non deduction of tax at source in
accordance with the provisions of Section 197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be
credited or paid exceeds the maximum amount not chargeable to tax, provided that the tax due on total income of the person is
NIL.
(iii) In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act. Form No.15G with PAN /
Form No.15H with PAN / Certificate issued under Section 197(1) have to be filed with the Company before the prescribed date of
closure of books for payment of debenture interest without any tax withholding.
2.
In case where tax has to be deducted at source while paying debenture interest, the Company is not required to deduct surcharge,
education cess and secondary and higher education cess.
3.
Interest on application money would be subject to tax at the normal rates of tax in accordance with and subject to the provisions of the
I.T.Act and such tax would need to be withheld at the time of credit/payment as per the provisions of Section 194A/195 of the Income
Tax Act, 1961.
4.
As per Section 2(29A) of the I.T. Act, read with Section 2(42A) of the I.T. Act, a listed debenture is treated as a long term capital asset
if the same is held for more than 12 months immediately preceding the date of its transfer. Under Section 112 of the I.T. Act, capital
gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 20% of capital gains
calculated after reducing indexed cost of acquisition or 10% of capital gains without indexation of the cost of acquisition. The capital
gains will be computed by deducting expenditure incurred in connection with such transfer and cost of acquisition/indexed cost of
acquisition of the debentures from the sale consideration.
However as per the third proviso to Section 48 of I.T. Act, benefit of indexation of cost of acquisition under second proviso of Section
48 of I.T. Act, is not available in case of bonds and debenture, except capital indexed bonds. Thus, long term capital gains arising out of
listed debentures would be subject to tax at the rate of 10% computed without indexation.
In case of an individual or HUF, being a resident, where the total income as reduced by such long-term capital gains is below the
maximum amount which is not chargeable to income-tax, then, such long-term capital gains shall be reduced by the amount by which
19
the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of
such long-term capital gains shall be computed at the rate mentioned above.
5. Short-term capital gains on the transfer of listed debentures, where debentures are held for a period of not more than 12 months would be
taxed at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act. The provisions relating to maximum
amount not chargeable to tax described at para 3 above would also apply to such short term capital gains.
6. Securities Transaction Tax (STT) is a tax being levied on all transactions in specified securities done on the stock exchanges at rates
prescribed by the Central Government from time to time. STT is not applicable on transactions in the NCDs.
7. In case the debentures are held as stock in trade, the income on transfer of debentures would be taxed as business income or loss in
accordance with and subject to the provisions of the I.T. Act.
ii)
To the Other Eligible Institutions
All mutual funds registered under Securities Exchange Board of India or set up by public sector banks or public financial institutions or
authorized by the Reserve Bank of India are exempt from tax on all their income, including income from investment in Debentures under the
provisions of Section 10(23D) of the I.T. Act subject to and in accordance with the provisions contained therein.
iii)
iv)
Exemption under sections 54EC and 54F of the I.T. Act

1.
Under Section 54EC of the I.T. Act, long term capital gains arising to the debenture holders on transfer of their debentures in the
company shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months
after the date of transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced. However, if
the said notified bonds are transferred or converted into money within a period of three years from their date of acquisition, the
amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds
are transferred or converted into money. However, the exemption is subject to a limit of investment of Rs. 5,000,000.00 during
any financial year in the notified bonds. Where the benefit of Section 54EC of the I.T. Act has been availed of on investments in
the notified bonds, a deduction from the income with reference to such cost shall not be allowed under Section 80C of the IT Act.
2.
As per the provisions of Section 54F of the I.T. Act, any long-term capital gains on transfer of a long term capital asset (not being
residential house) arising to a Debenture Holder who is an individual or Hindu Undivided Family, is exempt from tax if the entire
net sales consideration is utilized, within a period of one year before, or two years after the date of transfer, in purchase of a new
residential house, or for construction of residential house within three years from the date of transfer. If part of such net sales
consideration is invested within the prescribed period in a residential house, then such gains would be chargeable to tax on a
proportionate basis. This exemption is available, subject to the condition that the debenture holder does not own more than one
residential house at the time of such transfer. If the residential house in which the investment has been made is transferred within a
period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become
chargeable to tax as long term capital gains in the year in which such residential house is transferred. Similarly, if the Debenture
Holder purchases within a period of two years or constructs within a period of three years after the date of transfer of capital asset,
another residential house (other than the new residential house referred above), then the original exemption will be taxed as capital
gains in the year in which the additional residential house is acquired.
Requirement to furnish PAN under the I.T. Act

1.
Section 139A(5A)
Section 139A(5A) of the I.T. Act requires every person from whose income tax has been deducted at source under chapter XVII-B
of the I.T. Act to furnish his PAN to the person responsible for deduction of tax at source.
v)
2.
Section 206AA:
(a)
Section 206AA of the I.T. Act requires every person entitled to receive any sum, on which tax is deductible under Chapter XVIIB
(deductee) to furnish his PAN to the deductor, failing which attracts tax shall be deducted at the higher of the following rates:
(i) at the rate specified in the relevant provision of the I.T. Act; or
(ii) at the rate or rates in force; or
(iii) at the rate of twenty per cent.
(b)
A declaration under Sections 197A(1) or 197A(1A) 197A(1C) shall not be valid unless the person furnishes his PAN in such
declaration and the deductor is required to deduct tax as per paragraph(a) above in such a case.
(c)
Where a wrong PAN is provided, it will be regarded as non furnishing of PAN and paragraph (a)above will apply
Taxability of gifts received for nil or inadequate consideration or in advance in course of negotiations for transfer of capital
asset
1.
As per Section 56(2)(vii) of the I.T. Act, where an individual or HUF receives debentures from any person on or after October 01,
2009:
(a)
without any consideration, aggregate fair market value of which exceeds fifty thousand rupees, then the whole of the aggregate
fair market value of such debentures or;
(b)
for a consideration which is less than the aggregate fair market value of the debenture by an amount exceeding fifty thousand
rupees, then the aggregate fair market value of such debentures as exceeds such consideration shall be taxable as the income of
the recipient at the normal rates of tax.
20
However, this provision would not apply to any receipt:

(a)
(b)
(c)
(d)
(e)
(f)
(g)
2.
from any relative; or

on the occasion of the marriage of the individual; or
under a will or by way of inheritance; or
in contemplation of death of the payer or donor, as the case may be; or
from any local authority as defined in Section 10(20) of the I.T Act; or
from any fund or foundation or university or other educational institution or hospital or other medical institution or any trust or
institution referred to in Sec. 10(23C); or
from any trust or institution registered under Section 12AA.
As per section 56 (2)(ix) of the income-tax Act with effect from the 1st day of April, 2015 any sum of money received as an
advance or otherwise in the course of negotiations for transfer of a capital asset shall be chargeable to income tax under the head "
Income from other sources" in the hands of recipient if:
(a) such sum is forfeited; and
(b) the negotiations do not result in transfer of such capital asset."
B. IMPLICATIONS UNDER THE WEALTH TAX ACT, 1957

Wealth-tax is not levied on investment in debentures under Section 2(ea) of the Wealth Tax Act, 1957.
LIMITATIONS:
1.
Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do
not assume responsibility to update the views consequent to such changes.
2.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
3.
We shall not be liable to any claims, liabilities or expenses relating to the facts mentioned in this statement.
4.
The above statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all
potential tax consequences of the purchase, ownership and disposal of debentures/bonds.
5.
The above statement covers only certain relevant benefits under the Income Tax Act, 1961 and Wealth Tax Act, 1957(collectively
referred to as direct tax laws) and does not cover benefits under any other law.
6.
The above statement of possible tax benefits are as per the current direct tax laws relevant for the assessment year 2015-16.
Several of these benefits are dependent on the debenture holder fulfilling the conditions prescribed under the relevant provisions.
7.
This statement is intended only to provide general information to the Debenture Holders and is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of tax consequences, each Debenture Holder is advised to
consult his/her/its own tax advisor with respect to specific tax consequences of his/her/its holding in the debentures of the
Company.
8.
The stated benefits will be available only to the sole/ first named holder in case the debenture is held by joint holders.
For ASA & Associates LLP

Firm Registration No. 009571N/ N500006
For ANDROS & Co.

Firm Registration No. 008976N
Parveen Kumar
Partner
Membership no. 088810
Brij Bhushan Garg

Partner
Membership no. 084865
Place: New Delhi

Date: September 29, 2014
21
OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue
Subject to the Memorandum and Articles of Association of the Company, the Shareholders of the Company at the Annual General Meeting
held on August 27, 2014, have passed a resolution under Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as
amended from time to time, authorising the Board to borrow from time to time, any sum or sums of monies, whether secured or unsecured,
and on such terms and conditions as may be considered suitable by the Board, which together with the monies already borrowed by the
Company (apart from the temporary loans obtained from the companys bankers in the ordinary course of business), may exceed the
aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not to set apart for any specific purpose, provided
that the total amount upto which the moneys may be borrowed by the Board shall not exceed a sum of Rs. 60,000.00 crore (Rupees Sixty
Thousand Crore) at any time. The aggregate value of the NCDs offered under this Prospectus Tranche- II, together with the existing
borrowings of our Company, is within the borrowing limits of Rs. 60,000.00 crore (Rupees Sixty Thousand Crore).
The Board of Directors of the Company, at its meeting held on August 12, 2014, approved the public issue of NCDs in India to eligible
investors, in one or more tranches (each being a Tranche Issue), for an amount aggregating upto Rs. 2,000.00 crore (Shelf Limit).
The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain over subscription upto the
Residual Shelf Limit (i.e Rs. 790.813 crore) and is being offered by way of this Prospectus Tranche- II containing, interalia, the terms and
conditions of Tranche- II Issue, which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI.
Eligibility to make the Issue
The Company and persons in control of the Company and/or our Promoters have not been restrained, prohibited or debarred by SEBI from
accessing the securities market or dealing in securities and no such order or direction is in force.
Disclaimer clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND
EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS
BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD
MERCHANT BANKER, SBI CAPITAL MARKETS LIMITED, A. K. CAPITAL SERVICES LIMITED, EDELWEISS
FINANCIAL SERVICES LIMITED AND RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED HAS CERTIFIED THAT
DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH
THE SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN
THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR
CORRECTNESS, ADEQUACY AND DISCLSOURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE
LEAD MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD
MERCHANT BANKER, SBI CAPITAL MARKETS LIMITED, A. K. CAPITAL SERVICES LIMITED, EDELWEISS
FINANCIAL SERVICES LIMITED AND RR INVESTORS CAPITAL SERVICES PRIVATE LIMITED, HAS FURNISHED TO
SEBI A DUE DILIGENCE CERTIFICATE DATED DECEMBER 23, 2014 WHICH READS AS FOLLOWS:
1.
WE CONFIRM THAT NEITHER THE ISSUER NOR ITS PROMOTERS OR DIRECTORS HAVE BEEN PROHIBITED
FROM ACCESSING THE CAPITAL MARKET UNDER ANY ORDER OR DIRECTION PASSED BY SECURITIES AND
EXCHANGE BOARD OF INDIA (BOARD). WE ALSO CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED
IN THE OFFER DOCUMENT HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.
2.
WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN MADE IN
THE OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THIS TRANCHE- II ISSUE OR
RELATING TO THIS TRANCHE II ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE
NCDs OFFERED THROUGH THIS TRANCHE II ISSUE SHALL BE INFORMED THROUGH PUBLIC NOTICES/
ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND
ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE WILL BE PUBLISHED.
3.
WE CONFIRM THAT THE OFFER DOCUMENT CONTAINS ALL DISCLOSURES AS SPECIFIED IN THE SEBI DEBT
REGULATIONS.
4.
WE ALSO CONFIRM THAT ALL RELEVANT PROVISIONS OF THE COMPANIES ACT, 1956, APPLICABLE
PROVISIONS OF COMPANIES ACT, 2013, SECURITIES CONTRACTS, (REGULATION) ACT, 1956, SECURITIES AND
EXCHANGE BOARD OF INDIA ACT, 1992 AND THE RULES, REGULATIONS, GUIDELINES, CIRCULARS ISSUED
THEREUNDER ARE COMPLIED WITH.
WE CONFIRM THAT NO COMMENTS WERE RECEIVED ON THE DRAFT SHELF PROSPECTUS DATED SEPTEMBER 29,
2014 UPLOADED ON THE WEBSITE OF BSE LIMITED (DESIGNATED STOCK EXCHANGE) ON SPETEMBER 30, 2014.
Disclaimer clause of RBI
THE COMPANY IS HAVING A VALID CERTIFICATE OF REGISTRATION DATED AUGUST 18, 2009 ISSUED BY THE
RESERVE BANK OF INDIA UNDER SECTION 45 IA OF THE RESERVE BANK OF INDIA ACT, 1934. HOWEVER, THE RBI
22
DOES NOT ACCEPT ANY RESPONSIBILITY OR GUARANTEE ABOUT THE PRESENT POSITION AS TO THE FINANCIAL
SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS OR REPRESENTATIONS
MADE OR OPINIONS EXPRESSED BY THE COMPANY AND FOR REPAYMENT OF DEPOSITS/ DISCHARGE OF
LIABILITY BY THE COMPANY.
Disclaimer Clause of BSE
BSE LIMITED (THE EXCHANGE) HAS GIVEN VIDE ITS LETTER DATED OCTOBER 10, 2014, PERMISSION TO THIS
COMPANY TO USE THE EXCHANGES NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON
WHICH THIS COMPANYS SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS
OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE
AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER:a)
b)
c)
WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS

OF THIS OFFER DOCUMENT; OR
WARRANT THAT THIS COMPANYS SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON
THE EXCHANGE; OR
TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS COMPANY, ITS
PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;
AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN
CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE
ACQUIRES ANY SECURITIES OF THIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY,
INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY
REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN CONNECTION WITH
SUCH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED
HEREIN OR FOR ANY OTHER REASON WHATSOEVER.
Disclaimer Clause of NSE
AS REQUIRED, A COPY OF THIS OFFER DOCUMENT HAS BEEN SUBMITTED TO NATIONAL STOCK EXCHANGE OF
INDIA LIMITED (HEREINAFTER REFERRED TO AS NSE). NSE HAS GIVEN VIDE LETTER REF.: NSE/LIST/252627-K
DATED OCTOBER 10, 2014 AND LETTER REF.: NSE/LIST/8117 DATED DECEMBER 22, 2014 PERMISSION TO THE
ISSUER TO USE THE EXCHANGES NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGES ON
WHICH THIS ISSUERS SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS
DRAFT OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING
THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID
PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE OFFER DOCUMENT
HAS BEEN CLEARED OR APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE
CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT; NOR DOES IT
WARRANT THAT THIS ISSUERS SECURITIES WILL BE LISTED OR CONTINUE TO THE LISTED ON THE EXCHANGE;
NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL OR OTHER SOUNDNESS OF THIS ISSUER, ITS
PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS ISSUE.
EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY
DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY
CLAIMS AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH
PERSON CONSEQUENT TO OR IN CONNECTION WITH SUCH SUBSCRIPTION /ACQUISITION WHETHER BY REASON
OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.
Listing
For information, see Terms of the Issue Listing on page 44 of this Prospectus Tranche- II.
Consents
Consents in writing of the Directors, Chief Financial Officer, Compliance Officer, Statutory Auditors, Bankers to the Company, Lead
Managers, Registrar to the Issue, Credit Rating Agencies, Escrow Collection Banks, Refund Bank, Consortium Members, Debenture Trustee
and Legal Advisors to the Issue, in their respective capacities, have been obtained and will be filed along with a copy of this Prospectus
Tranche- II with the RoC.
The consents of the Statutory Auditors of the Company, namely ASA & Associates and ANDROS & Co. for: (a) inclusion of their name as
the Statutory Auditors, (b) examination reports on Reformatted Financial Statements and Limited Review Financial Statements in the form
and context in which they appear in the Prospectus, have been obtained and the same will be filed along with a copy of the Prospectus with
the RoC.
Expert Opinion
Except the letter dated September 26, 2014 issued Brickwork, in respect of the credit rating of the Issue, and Report dated August 12, 2014
related to Limited Review Financial Statements for the quarter ended June 30, 2014 inter-alia issued by ANDROS and Company, Statutory
Auditors of the Company, Report dated November 11, 2014 related to Limited Review Financial Statements for the period ended September
30, 2014, Examination Report on the Reformatted Financial Statements and the Statement of Tax Benefits each dated September 29, 2014
issued by ASA and Associates and ANDROS and Company, Statutory Auditors of the Company, the Company has not obtained any expert
opinions.
23
Applicants within 12 days from closure of the Tranche- II Issue. If there is delay in the refund of Application Amounts beyond the time
Filing of the Shelf Prospectus and Prospectus Tranche- II
A copy of the Shelf Prospectus and Prospectus Tranche- II has been filed with the RoC, in accordance with Section 26 and Section 31 of the
Companies Act, 2013.
Debenture Redemption Reserve
Section 71 of the Companies Act, 2013, read with Rule 18 made under Chapter IV of the Companies Act, 2013, requires that any company
that intends to issue debentures must create a DRR for the purpose of redemption of debentures, in accordance with the following conditions:
(a) the DRR shall be created out of the profits of the company available for payment of dividend, (b) the DRR shall be equivalent to atleast
25% of the amount raised through public issue of debentures in accordance with the SEBI Debt Regulations in case of NBFCs registered with
RBI and no DRR is required in case of privately placed debentures.
Accordingly our Company is required to create DRR of 25% of the value of NCDs issued through the Tranche- II Issue. In addition, as per
Rule 18(7) (e) under Chapter IV of the Companies Act, 2013, the amounts credited to DRR shall not be utilised by our Company except for
the redemption of the NCDs. Every company required to maintain or create DRR shall before the 30th day of April of each year, deposit or
invest, as the case may be, a sum which shall not be less than 15% of the amount of its debentures maturing during the year ending on the 31st
day of March, following any one or more of the following methods: (a) in deposits with any scheduled bank, free from charge or lien ; (b) in
unencumbered securities of the Central Government or of any State Government; (c) in unencumbered securities mentioned clauses (a) to (d)
and (ee) of section 20 of the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company which is notified under clause
(f) of section 20 of the Indian Trusts Act, 1882. The amount deposited or invested, as the case may be, shall not be utilised for any purpose
other than for the repayment of debentures maturing during the year referred to above, provided that the amount remaining deposited or
invested, as the case may be, shall not at any time fall below 15% of the amount of debentures maturing during the 31 st day of March of that
year.
Issue Related Expenses
The expenses of this Tranche- II Issue include, among others, fees for the Lead Managers, printing and distribution expenses, legal fees,
advertisement expenses and listing fees. The estimated Issue expenses to be incurred for the Tranche II Issue (assuming the full subscription
upto the Residual Shelf Limit) are as follows:
Activity
Expenses (in Rs.)
Fees to intermediaries (Lead Management Fee, brokerage, rating agency, registrar, legal advisors,
Debenture Trustees etc.)
Advertising and Marketing Expenses
Printing, Stationery and Postage
Others (including stamp duty and registration charges, if any)
Total
103,624,164
2,500,000
5,500,000
5,500,000
117,124,164
The above expenses are indicative and are subject to change depending on the actual level of subscription to the Tranche- II Issue and the
number of Allottees, market conditions and other relevant factors. The above expenses are exclusive of applicable taxes.
* Our Company shall pay processing fees to the SCSBs for Applications Forms procured by the Consortium Members / Sub-Consortium
Members / Trading Members and submitted to SCSBs for blocking the Application Amount of the Applicant, at the rate of Rs. 15 per
Application Form procured, as finalized by our Company. However, it is clarified that in case of ASBA Application Forms procured directly
by the SCSBs, the relevant SCSBs shall not be entitled to any ASBA processing fee.
Details regarding the Company and other listed companies under the same management within the meaning of section 370(1B) of the
Companies Act, 1956, which made any capital issue during the last three years
The Company is promoted and controlled by President of India, through Ministry of Finance, Government of India, and, as such, we do not
have any identifiable group companies or companies under the same management.
No Reservation or Discount
No portion of this Issue has been reserved.
Common Form of Transfer
There will be a common form of transfer for NCDs held in physical form and relevant provisions of the Companies Act and other applicable
laws will be duly complied with in respect of all transfers of the NCDs and registration thereof. The transfer of NCDs in demat form will be
done as per the procedure/rules prescribed by the Depositories and Depository Participants.
24
Dividend
Our Company follows the applicable provisions of law in relation to declaration of dividend. The declaration and payment of dividends on
our shares will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a
number of factors, including but not limited to our profits, capital requirements and overall financial condition.
The Company has paid dividend of Rs. 553.07 crore in the last 5 (five) financial years. The dividend paid for the fiscal for 2014, 2013, 2012,
2011 and 2010, are as under:
Fiscal
Dividend paid on Equity Shares Dividend paid on Preference Total amount of Date of AGM in which
(Rs. in crore)
Shares (Rs. in crore)
dividend paid (Rs. dividend was declared
in crore)
2014
166.20
0.26
166.46 August 27, 2014
2013
166.20
0.26
166.46 November 13, 2013
2012
73.78
0.26
74.04 July 18, 2012
2011
73.78
0.26
74.04 September 13, 2011
2010
73.78
0.26
74.04 September 17, 2010
Previous Issue
Except as stated in the Sections titled Capital Structure and Description of Certain Indebtedness on pages 42 and 92 respectively of the
Shelf Prospectus, our Company has not made any other issue of non-convertible debentures. Further, save and except as disclosed in
Description of Certain Indebtedness of the Shelf Prospectus our Company has no outstanding listed/ unlisted/ rated/ unrated, secured/
unsecured, non convertible debentures/ bonds as at September 30, 2014.
Other than as specifically disclosed in the Shelf Prospectus, our Company has not issued any securities for consideration other than cash.
Previous Public or Rights Issues by the Company during last 5 (five) years
Our Company has not undertaken any public or rights issue of any securities for the last 5 years, other than the issuance of secured,
redeemable, non-convertible debentures of face value of Rs. 1,000 each for an amount of Rs. 250.00 crore (Base issue size) with an option
to retain oversubscription upto the shelf limit of Rs. 2000.00 crore, pursuant to a Shelf Prospectus dated October 13, 2014 and Prospectus
Tranche-I dated October 13, 2014.
Commission or Brokerage on Previous Issues
In relation to the issuance of secured, redeemable, non-convertible debentures of face value of Rs. 1,000 each for an amount of Rs. 1209.187
crore, pursuant to the Prospectus Tranche-I dated October 13, 2014, the Company is in the process of finalization payment of the commission/
brokerage to the brokers/ ASBA collection bankers and lead managers. For details, see Prospectus Tranche-I dated October 13, 2014.
Utilisation details of Previous Issues
Save and except the Tranche- I Issue, the proceeds of the previous public issuances have been fully utilised according to the objects
mentioned in the respective prospectus. In relation to the Tranche- I Issue, the Company is in the process of utilising the proceeds thereof in
accordance with the objects of the Tranche-I Issue mentioned in Prospectus Tranche-I.
Change in auditors of the Company during last three years
S. No
Name
1.
Chokshi & Chokshi Chartered

Accountants
Address
15/17,
Raghavji
'B'
Building, Ground Floor,
Raghavji Road, Off
Corner, Combella Hill
Hospital, Mumbai
400036
2.
Ray & Ray Chartered 6, Church Lane, Kolkata
Accountants
700001
3.
Thakur Vaidyanath Aiyar & 221-223, Deen Dayal
Co.
Marg, New Delhi
11000
4.
ANDROS and Company
A- 101, Group Industrial
Area, Wazirpur, New
Delhi- 110 052
5.
ASA and Associates
KH House, 118, Shahpur
Jat
New Delhi- 110 049
* Reappointed as joint statutory auditor of the Company on July 26, 2014
2014- 2015 through letter dated July 27, 2014
Date of Appointment/
Resignation
September 18, 2009
Date of Cessation
FRN
July 18, 2012
101872W
July 18, 2012
July 29, 2013
301072E
August 7, 2013
August 20, 2014
000038N
August 7, 2013*
Continuing
08976N
July 26, 2014
Continuing
009571N
by the Comptroller and Auditor General of India for the Financial Year
For more information on the Statutory Auditors, see General Information on page 12 of this Prospectus Tranche- II.
Revaluation of assets
Except the details stated below for the year 2010, there has not been any revaluation of assets for the last five years:
(Rs. in crore)
Particulars
Land
Building
Total Revaluation
347.27
686.64
25
Benefit/ interest accruing to Promoters/ Directors out of the object of the Issue
Neither the Promoter nor the Directors of our Company are interested in the Objects of the Issue.
Details regarding lending out of issue proceeds of Previous Issues
A. Lending Policy
Please refer to the Section Business at page 58 of the Shelf Prospectus.
B. Classification of loans/ advances given to associate, entities / persons related to Board, senior management or Promoters, others
etc.
Our Company has not provided any loans/ advances to associates, entities/ persons related to Board, senior management or Promoters out of
the proceeds of the previous issues.
A.
Types of loans
The loans given by the Company out of the proceeds of Previous Issues are loans which are given primarily to [companies/ partnerships/ sole
proprietorships]. Maturity profile of total loan portfolio of the Company as on September 30, 2014 is as follows:
Maturity profile of total loan portfolio of the Company as on September 30, 2014 is as follows:
Period
Less than One year
1-3 years
3-5 years
5-10 years
Above 10 years
Total
Amount (Rs. in crore)

2,581.50
8,277.85
5,596.58
2,700.95
2674.66
21,831.54
Denominations of the above loans are as follows:

Loan Denomination
Below 50 lakhs
50 lakhs to 1 crore
1 crore to 5 crore
5 crore to 25 crore
25 crore to 100 crore
Above 100 crore
Total
Amount (Rs in crore)

30.45
31.74
195.85
1,134.31
5,596.60
14,842.59
21,831.54
Geographical break up of the above loans is as follows:

Zone
South India
North India
West India
East India
Total
Amount (Rs in crore)

4,457.81
9,613.89
6,657.12
1,102.72
21,831.54
D. Details of top ten borrowers, as on September 30, 2014

S. No
Customer Name
Address
1.
Essar Oil Limited
Khambhalia Post, Post Box No. 24, District, Devbhumi

Dwarka, Jamnagar, Gujarat 361 305
2.
Sravanthi Energy Private Limited*
3rd Floor, Rider House, 136, Sector 44, Gurgaon 122
002
3.
Jaiprakash Associates Limited
Sector 128, Noida, U.P. 201 304
4.
Vadinar Oil Terminal Limited
Registered office at 39 KM, Jamnagar-Okha Highway,
Khambaliya Vadinar-361305, Gujarat
5.
Alok Industries Limited
Tower B, 2nd & 3rd Floor, Peninsula Business Park,
Ganpatrao
Kadam
Marg,
Lower
Parel,
Mumbai 400 013
6.
Binani Cement Limited
Merchantile Chambers, 12 JN Heredia Marg, Ballard
Estate, Mumbai 400 001.
7.
Ratnagiri Gas and Power Private GAIL Jubilee Tower, 5th Floor, Plot No. B-35-36, Sector Limited (RGPPL)
1, NOIDA-201301, U.P.
8.
Videocon Industries Limited
Fort House, 2nd Floor, 221,Dr. DN Road, Fort,
Mumbai- 400 001(India)
9.
Ksk Energy Company Private Limited
8-2-293/82/A/431/A, Road No. 22, Jubilee Hills
Hyderabad 500 033
10.
Amtek Auto Limited
3, LSC Pamposh Enclave, Greater Kailash 1, New
Delhi 110 048
Total
* Net of provisions made.
Amount
(Rs. in crore)
1,300.80
650.34
594.69
573.65
441.70
418.07
405.16
396.00
373.66
350.00
5,504.07
26
E. Details of top ten loans, overdue and non-performing assets, as on September 30, 2014
S. No
Customer Name
Address
1.
2.
3.
4.
Sravanthi Energy Private Limited

Surana Industries Limited
Shiv Vani Oil and Gas
Exploration Limited
Blue Coast Hotels Limited
5.
ARSS Developers Limited (ADL)
6.
Skil Infrastructure Limited (SKIL)
7.
Era Housing and Developers

(India) Limited (EHDL)
Coastal Projects Limited
3rd Floor, Rider House, 136, Sector 44, Gurgaon 122 002
29, Whites Road, 2nd Floor, Royapettah, Chennai 600014
Tower 1, 5th Floor, NBCC Plaza, Sector V, Pushp Vihar,
Saket, New Delhi - 110017
Registered office:
263C, Arossim, Cansaulim, Goa 403 712
Corporate office:
415-417, Antriksh Bhawan, 22, Kasturba Gandhi Marg,
New Delhi 110 001
Plot no.38, Sector A, Zone-D, Mancheswar Industrial Estate
Bhubaneswar -751 010
Registered Office at SKIL House, 209 Bank Street, Cross
Lane, Fort, Mumbai 400 023
1107, Indraprakash Building, 21, Barakhamba Road,
New Delhi - 110001
Plot No. 304 0, Road No. 78, Film Nagar, Jubilee Hills,
Hyderabad 500 033 A.P. India
313 Valluvar Kottam High Road, Nungambakkam,
Chennai 600034
Unit No. 38A, 3rd Floor, The Legacy, 25A, Shakespeare
Sarani, Kolkata 700017
Total
8.
9.
10.
Orchid Chemicals and

Pharmaceuticals Limited
Sree Metaliks Limited
Loan Amount*
(Rs. in crore)
650.34
115.12
103.29
97.19
82.44
82.40
81.11
66.06
63.29
60.21
1,401.44
* Net of provisions made.

Track record of past public issues handled by the Lead Managers
Details of the track record of the Lead Managers, as required by SEBI circular number CIR/MIRSD/1/2012 dated January 10, 2012, has been
disclosed on the respective websites of the Lead Managers.The track record of past issues handled by SBI Capital Markets Limited, A.K.
Capital Services Limited, Edelweiss Financial Services Limited and RR Investors Capital Services Private Limited are available at
www.sbicaps.com, www.akcapindia.com, www.edelweissfin.comand www.rrfcl.com, respectively.
Material Contracts
The Company has not entered into any material contracts other than in the ordinary course of business, in the last two years.
Underwriting
The Tranche- II Issue has not been underwritten.
Trading
Debt securities issued by our Company, which are listed on BSE and NSE are infrequently traded with limited or no volumes. Consequently,
there has been no material fluctuation in prices or volumes of such listed debt securities.
Legal Proceedings
Proceedings involving the Company, promoter, director, subsidiaries, group companies or any other person, whose outcome could
have material adverse effect on the position of the Company
Except as described in Section Material Litigations on Page 105 of the Shelf Prospectus, We believe that there are no legal proceedings
involving the Company, promoter, director, subsidiaries, group companies, and in our opinion, no proceedings are threatened, which may
have, or have had a material adverse effect on our business, financial position, profitability or results of operations.
Details of default and non-payment of statutory dues
Other than as disclosed in the section titled Material Litigations on Page 105 of the Shelf Prospectus, the Company has not received any
demand notice from any statutory agency for default and non-payment of statutory dues.
Enquiries, Inspections or Investigations under company law
Other than as disclosed in the section titled Material Litigations on Page 105 of the Shelf Prospectus there are no enquiries, inspections or
investigations initiated or conducted under the Companies Act, 2013 or any previous companies law in the last five years immediately
preceding the year of issue of Shelf Prospectus in case of the Company and all of its Subsidiaries. Further, there are no prosecution filed
(whether pending or not), fines imposed or compounding offences done in the last five years immediately preceding the year of the Shelf
prospectus for the Company and all of its Subsidiaries.
27
Auditors Remarks
The statutory auditor of the Company, ASA and Associates and ANDROS and Company confirm that except as disclosed in the Risk Factors
at page 9 of the Shelf Prospectus, there have been no reservations or qualifications or adverse remarks in the Financial Statements of the
Company in the last five financial years immediately preceding the Prospectus.
Details of fraud committed against the Company
There have not been any acts of material frauds committed against the Company in the last five years.
Mechanism for redressal of investor grievances
The agreement dated September 26, 2014 between the Registrar to the Issue and our Company provides for settling of investor grievances in a
timely manner.
All grievances relating to the Tranche- II Issue may be addressed to the Registrar to the Issue or Compliance Officer giving full details such
as name, address of the Applicant, number of NCDs applied for, amount paid on application and the details of Member of Syndicate or
Trading Member of the Stock Exchange where the application was submitted. The contact details of Registrar to the Issue and Compliance
Officer of our Company are as follows:
KARVY Computershare Private Limited
Tel: +91(40) 4465 5000
Fax: +91 (40) 2343 1551
Contact Person: Mr. M. Murali Krishna
Compliance Officer of the Company:
Ms. Barkha Chhabra
Deputy General Manager
IFCI Tower
61, Nehru Place
New Delhi- 110 019, India
Tel: +91 11 4173 2000, 4173 2468
Fax: +91 11 2623 0029
Email: bondscomplianceofficer@ifciltd.com
Other Disclosures
Names of signatories to the Memorandum of Association of the Company and the number of shares subscribed by them: Given below
are the name of the signatories of the Memorandum of Associations of the Company and the number of equity shares subscribed by them at
the time of signing of the Memorandum of Association.
S. No.
Name of Signatory
1.
2.
3.
4.
5.
6.
7.
8.
Shri Puthucode Subramania Gopalakrishnan

Dr. Pangal Jayendra Nayak
Shri Serajul Haq Khan
Shri Bhogilal Dalsukhbhai Shah
Shri Rashid Jilani
Shri Shamrao Sakharam Kadam
Shri Sakti Pada Banerjee
Shri Harish Chandra Sharma
Total
Number of equity shares of face value of Rs.

10 each
1
1
1
1
1
1
1
1
8
28
SECTION III ISSUE RELATED INFORMATION

ISSUE STRUCTURE
Particulars of the NCDs
The following are the key terms of the NCDs. This section should be read in conjunction with, and is qualified in its entirety by, more
detailed information in Terms of the Issue on page 33 of this Prospectus Tranche- II.
IFCI Limited
Issuer
SBI Capital Markets Limited, A. K. Capital Services Limited, Edelweiss Financial Services Limited and RR
Lead Managers
Investors Capital Services Private Limited
Secured redeemable non-convertible debentures
Type of Instrument
Public issue of the secured redeemable non-convertible debentures of face value of Rs. 1000 each, proposed to be
Issue
issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche Prospectus(es), in one or more
tranches (each being a Tranche Issue) for an amount aggregating upto Rs. 2,000.00 crore (Shelf Limit) on
the terms and conditions as set out in separate Tranche Prospectus(es) for each tranche issue, which should be
read together with the Shelf Prospectus.
The Tranche- II Issue by the Company is of the NCDs for an amount of Rs. 250.00 crore with an option to retain
oversubscription upto the Residual Shelf Limit (i.e. Rs. 790.813 crore) (Tranche- II Issue) and is being
offered by way of this Prospectus Tranche- II containing, interalia, the terms and conditions of Tranche- II Issue,
which should be read together with the Shelf Prospectus filed with the RoC, Stock Exchanges and SEBI. The
Shelf Prospectus together with this Prospectus Tranche- II constitutes the Prospectus.
Rs. 1,000 per NCD
Face Value (Rs.)
Rs. 1,000 per NCD
Issue Price (Rs.)
Secured
Nature of Instrument
Public issue
Mode of Issue
Minimum Application Size Ten NCDs (Rs. 10,000) and in the multiple of One NCD thereafter
and in multiples
The date of Application. The entire Application Amount is payable on Application. See Issue Procedure
Pay-in Date
Payment Instructions on page 59 of this Prospectus Tranche- II
See the section titled Issue Procedure- Who Can Apply on page 49 of this Prospectus Tranche- II
Eligible Investor
BSE and NSE. BSE being the Designated Stock Exchange. For more information, see Terms of the Issue
Listing
Listing on page 44 of this Prospectus Tranche- II. The NCDs shall be listed on the BSE and NSE within 12
Working Days from the relevant Tranche Issue Closing Date
Credit Rating / Rating of Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September
26, 2014, assigned a credit rating of BWR AA- (Outlook: Stable) to the NCDs. Instruments with this rating are
the Instrument
considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments
carry very low credit risk. Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/201415/0286 dated December 22, 2014 revalidated its credit rating. ICRA Limited has, vide its letter no.
D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of [ICRA]A (Stable) to the NCDs.
Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of
financial obligations. Such instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/201415/1-57/11 dated December 22, 2014 revalidated its credit rating. For the revalidation letters each dated
December 22, 2014, see Annexure B: Credit Rating (Revalidation Letters) of this Prospectus Tranche- II. For
the rationale for these ratings, see Annexure B Credit Rating of the Shelf Prospectus
Pari passu floating first charge on Receivables of the Company (other than the Lien Receivables) with an asset
Security
cover of one time of the total outstanding amount of NCDs and interest thereon at any point of time. The
Company reserves the right to create first pari passu charge on the present and future Receivables for its present
and future financial requirements or otherwise, provided that a minimum security cover of 1 (one) time is
maintained
One time of the total outstanding amount of the NCDs and the interest due thereon at any point in time
Security Cover
Nature of Indebtedness and The claims of the Debenture holders shall be superior to the claims of any unsecured creditors of the Company
and subject to applicable statutory and/or regulatory requirements, rank pari passu inter se to the claims of other
Ranking/ Seniority
secured creditors of the Company having the same security
There is no put/ call option for the NCDs
Put/Call Option
Debenture Trustee
Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL)
Depositories
Registrar
Modes
of
Payment/ 1. Direct Credit;
2. National Electronic Clearing System (NECS);
Settlement Mode
3. Real Time Gross Settlement (RTGS);
4. National Electronic Fund Transfer (NEFT); and
5. Demand Draft/ Cheque/ Pay Order
For more information, see Terms of the Issue Manner and Modes of Payment on page 41 of this Prospectus
Tranche- II.
29
Mode of Issuance
Mode of Trading
Market Lot / Trading Lot
Issue Opening Date

Issue Closing Date

In dematerialised form and physical form, at the option of the Applicant*
In dematerialised form only*
One NCD
The date on which, the Board of Directors or Board Committee, approves the Allotment of NCDs for the
Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified
to the Designated Stock Exchange. All benefits relating to the NCDs including interest on NCDs (as specified in
this Prospectus Tranche- II) shall be available from the Deemed Date of Allotment. The actual allotment of
NCDs may take place on a date other than the Deemed Date of Allotment
January 1, 2015
February 4, 2015
The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian
Standard Time) during the period indicated above with an option for early closure or extension, as may be
decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such
early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public
notice of such early closure/extension is published on or before such early date of closure or the Issue Closing
Date, as applicable, through advertisement(s) in atleast one leading national daily newspaper with wide
circulation
The date falling 15 (fifteen) days prior to the relevant Interest Payment Date on which Interest is due and
Record Date
payable, or the Maturity Date on which the Maturity Amount is due and payable or as may be prescribed by the
Stock Exchanges. In the event Record Date falls on a Saturday, Sunday, or a public holiday in New Delhi, the
previous Working Day shall be considered as Record Date
Objects of the Issue and See Objects of the Issue on page 18 of this Prospectus Tranche- II
Utilisation of Proceeds
Working/ Business Day See Terms of the Issue- Effect of holidays on payment on page 39 of this Prospectus Tranche- II
Convention
See Terms of the Issue- Day Count Convention on page 39 of this Prospectus Tranche- II
Transaction Documents
The Shelf Prospectus, this Prospectus Tranche- II read with notices, corrigenda, documents/ undertakings/
agreements entered into or to be entered into by the Company with Lead Managers and/or other
intermediaries for the purpose of this Issue, including but not limited to the following: Debenture Trust Agreement
Debenture Trust Agreement dated September 26,
2014 entered into between the Debenture Trustee and
the Company
Debenture Trust Deed dated November 28, 2014
entered into between the Debenture Trustee and the
Company
Escrow Agreement
Escrow Agreement dated October 10, 2014, as
the Escrow Agreement dated December 22, 2014
entered into between the Company, the Registrar to
the Issue, the Lead Managers and the Escrow
Collection Bank(s) for collection of the Application
Amounts and where applicable, refunds of amounts
collected from Applicants on the terms and
conditions thereof
Issue Agreement
Issue Agreement dated September 27, 2014 entered
into between the Company and the Lead Managers
Consortium Agreement dated October 10, 2014, as
the Consortium Agreement dated December 22, 2014
entered into between the Company and the
Consortium Members
Registrar Agreement
Agreement dated September 26, 2014 entered into
between the Company and the Registrar to the Issue
as amended and supplemented by Addendum to the
Registrar Agreement dated October 11, 2014, in
relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue
Tripartite agreement dated November 3, 2011
entered into between the Company, CDSL and the
Registrar to the Issue and the tripartite agreement
dated November 9, 2011 entered into between the
Company, NSDL and the Registrar to the Issue
Conditions
precedent/ Other than the conditions specified in the SEBI Debt Regulations, there are no conditions precedent/subsequent
subsequent to disbursement to disbursement. See Terms of the Issue - Utilisation of Issue Proceeds on page 44 of this Prospectus
Tranche- II
See Terms of the Issue- Event of Defaults on page 43 of this Prospectus Tranche- II
Event of Default
Not applicable
Cross Default
Roles and Responsibilities See Terms of the Issue- Debenture Trustee on page 44 of this Prospectus Tranche- II
of Debenture Trustee
30

Discount at which NCDs Not applicable
are issued and the effective
yield as a result of such
discount
Laws of the Republic of India
Governing Law
The courts of New Delhi will have exclusive jurisdiction for the purposes of the Tranche- II Issue.
Jurisdiction
* The Allotment of NCDs shall be in dematerialized form as well as physical form. In terms of Regulation 4 (2)(d) of the SEBI Debt
fulfill such request. The trading in NCDs shall be compulsorily in dematerialized form.
Participation by any of the above-mentioned Investor classes in the Tranche- II Issue will be subject to applicable statutory and/or
regulatory requirements. Applicants are advised to ensure that applications made by them do not exceed the investment limits or
maximum number of NCDs that can be held by them under applicable statutory and/or regulatory provisions.
In case of Application Form being submitted in joint names, Applicants should ensure that the demat account is also held in the same
joint names, and the names are in the same sequence in which they appear in the Application Form.
SPECIFIC TERMS FOR EACH SERIES OF NCDs
The specific terms and conditions of each series of NCDs offered pursuant to the Tranche-II Issue are as follows:
Options/ Series
Tenor from Deemed Date of Allotment
Coupon Rate (% per annum) for all Category
of Investor(s) (A)
Additional incentive over Coupon Rate (% per
annum) on any Record Date applicable only to
Category III and Category IV Investor(s) (B)
Aggregate of the Coupon Rate and the
Additional incentive (as per B above) applicable
only to Category III and Category IV
Investor(s)
{(A) + (B) })
Effective Yield (per annum) for Category I and
Effective Yield (per annum) for Category III
and Category IV investors
Coupon/ Interest Type
Coupon Payment Date/ Interest Payment Date
Coupon Reset Process

NCD) on Maturity for Category I and Category
II Investor(s)**
NCD) on Maturity for Category III and
Category IV Investor(s) **
Redemption Premium/ Discount
I*
II**
Annual
Not Applicable
5 Years
III
IV**
Annual
Not Applicable
10 Years
9.35%
Not Applicable
9.40%
Not Applicable
0.10%
Not Applicable
0.10%
Not Applicable
9.45%
Not Applicable
9.50%
Not Applicable
9.35%
9.35%
9.40%
9.40%
9.45%
9.45%
9.50%
9.50%
Annual
Fixed
The date, which is
the day falling one
year from the
Deemed Date of
Allotment, in case
of the first coupon/
interest payment
and the same day
every year, until
the
Redemption
Date
for
subsequent
coupon/
interest
payment
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
1,000
Annual
Fixed
The date, which is
the day falling one
year from the
Deemed Date of
Allotment, in case
of
the
first
coupon/ interest
payment and the
same day every
year, until the
Redemption Date
for
subsequent
coupon/ interest
payment
Not Applicable
1563.87
1,000
1,000
1571.04
1,000
2457.50
2480.08
In case of Series II and Series IV, the amount will be redeemed at the end of 5 years
and 10 years, respectively, commencing from the Deemed Date of Allotment at the
Face Value of Rs. 1,000 each per NCD with redemption premium. The Series I and
Series III will be redeemed at par at the end of 5 year and 10 year, respectively,
commencing from the Deemed Date of Allotment. For details please refer to the
paragraph above on the Maturity Amount
31
Options/ Series
Redemption Date/ Maturity
Deemed Date of Allotment)
Default Interest Rate
I*
Date (from
5 Years
II**
5 Years
III
10 Years
IV**
10 Years
The Company shall pay liquidated damages at a rate of 1% per annum, in the event
the Company fails to pay any amounts outstanding in respect of NCDs, when due
and payable
See Terms of Issue- Interest on Application and Refund Money on page 38 of
Interest on Application Money
this Prospectus Tranche- II
Rs. 250.00 crore
Base Issue Size
Upto the Residual Shelf Limit (i.e. Rs. 790.813 crore)
Option to retain oversubscription
N.A
Step up/ Step Down Coupon Rate
The Investors of Category I, Category II, Category III and Category IV can subscribe to all Series of NCDs.
*Our Company shall allocate and allot Series I NCDs to all valid applications, wherein the Applicants have not indicated their choice of the
relevant Series of NCDs in their Application Form or have applied for wrong Series of NCDs.
** Subject to applicable tax deducted at source, if any.
On any relevant Record Date the Registrar and/or our Company shall determine the list of the Primary holder(s) of this Tranche II Issue and
identify such Investor/ Debenture holders, (based on their DP identification and /or PAN and/or entries in the Register of Debenture holders),
and make applicable coupon/interest payments.
Applicants within 12 days from closure of the Tranche- II Issue. If there is delay in the refund of Application Amounts beyond the time
Market Lot & Trading Lot
As per the SEBI Debt Regulations, since trading in the NCDs will be in dematerialised form only, the tradable lot is one NCD (Market
Lot). The Company has made depository arrangements with CDSL and NSDL for trading of the NCDs in dematerialised form, pursuant to
the tripartite agreement dated November 3, 2011 between the Company, CDSL and the Registrar to the Issue and the tripartite agreement
dated November 9, 2011 between the Company, NSDL and the Registrar to the Issue (collectively, Tripartite Agreements).
32
TERMS OF THE ISSUE

GENERAL TERMS OF THE ISSUE
Authority for the Issue
Subject to the Memorandum and Articles of Association of the Company, the Shareholders of the Company at the Annual General Meeting
held on August 27, 2014, have passed a resolution under Section 180 (1)(c) of the Companies Act, 2013 and rules made thereunder, as
amended from time to time, authorising the Board to borrow from time to time, any sum or sums of monies, whether secured or unsecured,
and on such terms and conditions as may be considered suitable by the Board, which together with the monies already borrowed by the
Company (apart from the temporary loans obtained from the companys bankers in the ordinary course of business), may exceed the
aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not to set apart for any specific purpose, provided
that the total amount upto which the moneys may be borrowed by the Board shall not exceed a sum of Rs. 60,000.00 crore (Rupees Sixty
Thousand Crore) at any time. The aggregate value of the NCDs offered under this Prospectus Tranche- II, together with the existing
borrowings of our Company, is within the borrowing limits of Rs. 60,000.00 crore (Rupees Sixty Thousand Crore).
Terms & Conditions of the Issue
The terms and conditions of NCDs being offered in the Tranche- II Issue are subject to the Companies Act, 1956, Companies Act, 2013, the
SEBI Debt Regulations, the Debt Listing Agreement, the Shelf Prospectus, this Prospectus Tranche- II, the Application Form, the Abridged
Prospectus and other terms and conditions as may be incorporated in the Debenture Trust Agreement and Debenture Trust Deed to be entered
into between the Debenture Trustee and the Company, as well as other laws applicable from time to time, including rules, regulations,
guidelines, notifications and any statutory modifications or re-enactments including those issued by GoI, SEBI, RBI, the Stock Exchanges
and/or other statutory/ regulatory authorities relating to the issue and listing of securities and any other documents that may be executed in
connection with the NCDs. For more information, see Issue Structure on page 29 of this Prospectus Tranche- II.
Face Value
The face value of each NCD is Rs. 1,000.00.
Security
The NCDs will be secured by a pari passu floating first charge on Receivables, present and future, of the Company (other than the Lien
Receivables), with an asset cover of one time of the total outstanding amount of NCDs, from time to time. The Company reserves the right to
create first pari passu charge on its present and future Receivables for its present and future financial requirements or otherwise, without
requiring the consent of, or intimation to, the Debenture holders or the Debenture Trustee in this connection, provided that a minimum
security cover of 1 (one) time is maintained.
The Company undertakes to execute necessary documents for the creation of the charge, where applicable, including the Debenture Trust
Deed within the time frame prescribed in the SEBI Debt Regulations and other relevant regulations/act/rules etc. and the same would be
uploaded on the website of the Designated Stock Exchange, where the debt securities are proposed to be listed, within five working days of
execution of the same. The Debenture holders are entitled to the benefit of the Debenture Trust Deed and are bound by and are deemed to
have notice of all provisions of the Debenture Trust Deed. The Company has obtained NOC from the existing debenture trustees/ lenders for
creation and sharing of pari passu security interest as aforesaid.
Credit Rating
Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit
rating of BWR AA- (Outlook: Stable) to the NCDs. Instruments with this rating are considered to have the high degree of safety regarding
timely servicing of financial obligations. Such instruments carry very low credit risk. Brickwork Ratings India Private Limited has vide its
letter no. BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating.
ICRA Limited has, letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of [ICRA]A (Stable) to the NCDs.
Instruments with this rating are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such
instruments carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-15/1-57/11 dated December 22, 2014 revalidated its
credit rating.
For the revalidation letters each dated December 22, 2014, see Annexure B: Credit Rating (Revalidation Letters) of this Prospectus
Tranche- II.
For the rationale for these ratings, see Annexure B Credit Rating of the Shelf Prospectus.
Issue Period
Issue Opens On
Issue Closes On
January 1, 2015
February 4, 2015
33
The Tranche- II Issue shall open for subscription on Working Days from 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the period
indicated above with an option for early closure or extension, as may be decided by the Board of Directors or Board Committee. In the event
of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall ensure that public notice of such early
closure/extension is published on or before such early date of closure or the Tranche Issue Closing Date, as applicable, through
advertisement(s) in a leading national daily newspaper.
Applications Forms for the Tranche- II Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such
extended time as may be permitted by the Stock Exchanges during the Issue Period mentioned above, on all Working Days, i.e., between
Monday and Friday, both inclusive, barring public holidays: (i) by the Members of the Syndicate or Trading Members of the Stock
Exchange(s), as the case may be, at the centres mentioned in the Application Form through the non-ASBA mode, or (ii) in case of ASBA
Applications, (a) directly by Designated Branches of SCSBs or (b) by the centres of the Members of the Syndicate or Trading Members of the
Stock Exchange(s), as the case may be, only at the specified cities (Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru,
Hyderabad, Pune, Vadodara and Surat) (Specified Cities), except that on the Tranche Issue Closing Date, Application Forms will be
accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m (Indian Standard Time) or such
extended time as may be permitted by the Stock Exchanges (after taking into account the total number of Applications received up to the
closure of timings for acceptance of Application Forms as stated herein). Applicants may also make their Applications through Direct Online
Applications using the online payment facility offered through the Stock Exchange(s) during the Issue Period, subject to such online payment
facility being made available by the Stock Exchange(s) prior to the date of filing of this Prospectus Tranche- II by the Company with RoC
Due to limitation of time available for uploading Applications on the Issue Closing Date, Applicants are advised to submit their
Application Forms one day prior to the Issue Closing Date and, no later than 3.00 p.m (Indian Standard Time) on the Issue Closing
Date. Applicants are cautioned that in the event a large number of Applications are received on the Issue Closing Date, there may be
some Applications which are not uploaded due to lack of sufficient time to upload. Such Applications that cannot be uploaded will not
be considered for allocation under the Tranche- II Issue.
The NCDs are being issued at par and the full amount of the face value per NCD is payable on Application, except ASBA Application the
amount will be blocked in the ASBA Account.
Neither the Company, nor the Members of the Syndicate or Trading Members of the Stock Exchange(s) shall be liable for any failure
in uploading Applications due to failure in any software/hardware system or otherwise.
MINIMUM APPLICATION
10 NCDs (Rs. 10,000) in the multiple of 1 (one) NCD thereafter.
ESCROW MECHANISM
Please refer Issue Procedure Escrow Mechanism for Applicants other than ASBA Applicants and Issue Procedure Payment into
Escrow Account on page 60 and 61 of this Prospectus Tranche- II, respectively.
ALLOTMENT OF NCDs
The Deemed Date of Allotment will be the date on which, the Board of Directors or Board Committee approves the Allotment of NCDs for
the Tranche- II Issue or such date as may be determined by the Board of Directors or Board Committee and notified to the Designated Stock
Exchange. All benefits relating to the NCDs including interest on NCDs (as specified in this Prospectus Tranche- II) shall be available from
the Deemed Date of Allotment. The actual allotment of NCDs may take place on a date other than the Deemed Date of Allotment
Group of Applications and Allocation Ratio
The Registrar will aggregate the applications based on the applications received through an electronic book from the Stock
Exchanges and determine the valid applications for the purpose of drawing the basis of allocation. Grouping of the application
received will be then done in the following manner:
For the purposes of the basis of allotment:
a)
b)
c)
d)
Applications received from Category I Applicants: Applications received from Applicants belonging to Category I shall be grouped
together (QIB Portion);
Applications received from Category II Applicants: Applications received from Applicants belonging to Category II, shall be grouped
together (Corporate Portion);
Applications received from Category III Applicants: Applications received from Applicants belonging to Category III shall be grouped
together; and (High Networth Individual Portion)
Applications received from Category IV Applicants: Applications received from Applicants belonging to Category IV shall be grouped
together. (Retail Individual Investor Portion)
For avoidance of doubt, the terms QIB Portion, Corporate Portion, High Net Worth Individual Portion and Retail Individual
Investor Portion are individually referred to as a Portion and collectively referred to as Portions.
For the purposes of determining the number of NCDs available for allocation to each of the abovementioned Portions, the Company shall have the
discretion of determining the number of NCDs to be allotted over and above the Base Issue Size, in case the Company opts to retain any
oversubscription in the Tranche- II Issue up to the Residual Shelf Limit. The aggregate value of NCDs decided to be allotted over and above the
Base Issue Size, (in case the Company opts to retain any oversubscription in the Tranche- II Issue), and/or the aggregate value of NCDs up to the
Base Issue Size shall be collectively termed as the Overall Issue Size.
34
Allocation Ratio
QIB Portion
Corporate Portion
25% of the Overall Issue Size
High Networth Individual

Portion
Retail Individual Investor

Portion
Basis of Allotment
(a)
Allotments in the first instance:

(i)
Applicants belonging to the Category I, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first come
first serve basis which would be determined on the basis of the date of upload of each Application into the electronic system of the
Stock Exchanges;
(ii) Applicants belonging to the Category II, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first come
first serve basis which would be determined on the basis of date of upload of each Application into the electronic system of the
Stock Exchanges;
(iii) Applicants belonging to the Category III, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first
come first serve basis which would be determined on the basis of date of upload of each Application in to the electronic system of
the Stock Exchanges;
(iv) Applicants belonging to the Category IV, in the first instance, will be allocated NCDs up to 25% of Overall Issue Size on first
come first serve basis which would be determined on the basis of date of upload of each Application in to the electronic system of
the Stock Exchanges.
Allotments, in consultation with the Designated Stock Exchange, shall be made on a first come first serve basis, based on the date of
upload of each Application into the electronic system of the Stock Exchanges, in each Portion, subject to the Allocation Ratio.
(b)
Under Subscription: If there is any under subscription in any Portion, priority in allotments will be given in the following order on a
first come first serve basis in each Portion, based on the date of upload of each Application into the electronic system of the Stock
Exchanges, in each Portion:
(i)
(ii)
(iii)
(iv)
Retail Individual Investor Portion;

High Net worth Individual Portion;
Corporate Portion;
QIB Portion.
(c)
For each Portion, all Applications uploaded into the electronic system of the Stock Exchanges in the same day would be treated at par
with each other. Allotment within a day would be on proportionate basis, where NCDs applied for exceeds NCDs to be allotted for each
Portion respectively.
(d)
Allotments in case of oversubscription: In case of oversubscription, allotments to the maximum extent, as possible, will be made on a
first come first serve basis and thereafter on a proportionate basis in each Portion, determined based on the date of upload of each
Application into the electronic system of the Stock Exchanges i.e. full allotment of NCDs to the Applicants on a first come first serve
basis up to the date falling 1 day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date
of oversubscription. Specific attention is drawn to the circular (No. CIR/IMD/DF/18/2013) dated October 29, 2013 issued by SEBI,
which amends the provisions of circular (No. CIR./IMD/DF-1/20/2012) dated July 27, 2012 to the extent that it provides for allotment
in public issues of debt securities to be made on the basis of date of upload of each application into the electronic book of the Stock
Exchanges, as opposed to the date and time of upload of each such application. In the event of, and on the date of oversubscription,
however, allotments in public issues of debt securities is to be made on a proportionate basis.
(e)
Proportionate Allotments: For each Portion, on the date of oversubscription:

(i)
Allotments to the Applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer.
(ii)
If the process of rounding off to the nearest integer results in the actual allocation of NCDs being higher than the Issue size, not all
Applicants will be allotted the number of NCDs arrived at after such rounding off. Rather, each Applicant whose Allotment size,
prior to rounding off, had the highest decimal point would be given preference.
(iii) In the event, there are more than one Applicant whose entitlement remain equal after the manner of distribution referred to above,
the Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner.
(f)
Applicant applying for more than one Series of NCDs: If an Applicant has applied for more than one Series of NCDs and if such
Applicant is entitled to allocation of only a part of the aggregate number of NCDs applied for, the Series - wise allocation of NCDs to
such Applicants shall be in proportion to the number of NCDs with respect to each Series of NCDs, applied for by such Applicant,
subject to rounding off to the nearest integer, as appropriate in consultation with Lead Managers and the Designated Stock Exchange.
(g)
Minimum allotment of 10 (Ten) NCD and in multiples of 1 (One) NCD thereafter would be made in case of each valid Application,
subject to Basis of Allotment as mentioned above
All decisions pertaining to the basis of allotment of NCDs pursuant to the Tranche- II Issue shall be taken by the Company in consultation
with the Lead Managers, and the Designated Stock Exchange and in compliance with the aforementioned provisions of this Prospectus
Tranche-II. Any other queries/ issues in connection with the Applications will be appropriately dealt with and decided upon by the Company
in consultation with the Lead Managers.
The Company will allot Series I to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of
NCDs or have applied for wrong Series.
35
Please note in case KYC documents are not proper, Registrar shall hold back physical certificate allotted to the Applicant pending receipt of
complete KYC documents from Applicant and the Company shall keep in abeyance the payment of interest or other benefits, till such time. In
case of demat application, if the credit of NCDs is rejected due to inactive demat or any mismatch with depositories details against the details
received through application, the securities shall hold in pool account till such time the Company/Registrar receive the proper documentation
from the investor for further transfer to the beneficiary account. The Company shall also not be liable to pay interest for delay in dispatch of
the certificate in case of delay caused due to non-receipt of proper KYC documents to the satisfaction of the Registrar.
Additional/Multiple Applications
Please refer Issue Procedure Additional/Multiple Applications on page 55 of this Prospectus Tranche- II.
Form of Allotment and Denomination
The Allotment of NCDs shall be in dematerialized form as well as in physical form. In terms of Regulation 4 (2)(d) of the SEBI Debt
fulfill such request. However, the NCDs allotted against Series III shall be allotted compulsorily in the dematerialized form to all categories
of Investors. The trading in NCDs shall be compulsorily in dematerialized form.
The Company has made depository arrangements with CDSL and NSDL for the issuance of the NCDs in dematerialized form, pursuant to the
tripartite agreement dated November 3, 2011 between the Company, the Registrar and CDSL and the tripartite agreement dated November 9,
2011 between the Company, the Registrar and NSDL. The Company shall take necessary steps to credit the Depository Participant account of
the Applicant with the number of NCDs Allotted in dematerialized form. The Debenture holders holding the NCDs in dematerialized form
shall deal with the NCDs in accordance with the provisions of the Depositories Act, Companies Act, 2013, as the case may be, and rules and
regulations notified thereunder, from time to time.
In case of NCDs held in physical form, whether on Allotment or on rematerialization of NCDs allotted in dematerlised form, a single
certificate will be issued to the Debenture holder for the aggregate amount (Consolidated Certificate) for each Series of NCD. The
applicant can also request for the issue of Debenture certificates in denomination of the Market Lot.
In respect of Consolidated Certificates, we will, only on receipt of a request from the Debenture holder within 30 Working Days of the
request, split such Consolidated Certificates into smaller denominations in accordance with the applicable rules/regulations/act, subject to the
minimum of Market Lot. No fees will be charged for splitting of Debenture certificate(s) in Market Lots, but stamp duty payable, if any,
would be borne by the Debenture holder. The request for splitting should be accompanied by the original Consolidated Certificates which
will, on issuance of the split Consolidated Certificate, be treated as cancelled by us.
PAYMENT OF REFUNDS
Refunds for Applicants other than ASBA Applicants
Within 12 Working Days of the Tranche Issue Closing Date, the Registrar to the Issue will dispatch refund orders/ issue instructions for
electronic refund, as applicable, of all amounts payable to unsuccessful Applicants (other than ASBA Applicants) and also any excess amount
paid on Application, after adjusting for allocation/Allotment of NCDs. The Registrar to the Issue will obtain from the Depositories the
Applicants bank account details, including the MICR code, on the basis of the DP ID and Client ID provided by the Applicant in their
Application Forms, for making refunds. For Applicants who receive refunds through ECS, direct credit, RTGS or NEFT, the refund
instructions will be issued to the clearing system within 12 Working Days of the Tranche Issue Closing Date. A suitable communication will
be dispatched to the Applicants receiving refunds through these modes, giving details of the bank where refunds will be credited with the
amount and expected date of electronic credit of refund. Such communication will be mailed to the addresses (in India) of Applicants, as per
Demographic Details received from the Depositories. The Demographic Details would be used for mailing of the physical refund orders, as
applicable.
The Applicant who applied for NCDs in electronic form, are advised to immediately update their bank account details as appearing on the
records of their Depository Participant. Please note that Failure to do so could result in delays in credit of refund to the Applicant at the sole
risk of the Applicant and neither the Lead Managers nor the Company nor the Registrar to the Issue shall have any responsibility and
undertake any liability for such delays on part of the Applicants.
Mode of refunds for Applicants other than ASBA Applicants
Payment of refund, if any, for Applicants other than ASBA Applicants would be done through any of the following modes:
1. Direct Credit Applicants having bank accounts with the Refund Bank(s), as per Demographic Details received from the Depositories, will
be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the
Company.
2. NECS Payment of refund would be done through NECS for applicants having an account at any of the centres where such facility has
been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the
Magnetic Ink Character Recognition (MICR) code from the Depositories.
3. RTGS Applicants having a bank account at any of the centres where such facility has been made available and whose refund amount
exceeds Rs. 2.00 lakh or such amount as may be fixed by RBI from time to time, have the option to receive refund through RTGS provided
the Demographic Details downloaded from the Depositories contain the nine digit MICR code of the Applicants bank which can be mapped
with RBI data to obtain the corresponding Indian Financial System Code (IFSC). Charges, if any, levied by the applicants bank receiving
the credit would be borne by the Applicant.
36
4. NEFT Payment of refund will be undertaken through NEFT wherever the Applicants bank has been assigned the IFSC which can be
linked to a MICR code, if any, available to that particular bank branch. IFSC will be obtained from the website of RBI as on a date
immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Applicants have registered their nine
digit MICR number and their bank account number while opening and operating the beneficiary account, the same will be duly mapped with
the IFSC of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in
respect of refunds by way of NEFT is at an evolving stage, hence use of NEFT is subject to operational feasibility, cost and process
efficiency. If NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in
the sections.
5. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be
dispatched through speed/registered post only to Applicants that have provided details of a registered address in India. Such refunds will be
made by cheques, pay orders or demand drafts drawn on the relevant Refund Bank and payable at par at places where Applications are
received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Applicants.
Moreover, the Company, Lead Managers and Registrar to the Issue will not be responsible for any delay in receipt of credit of
interest, refund or Maturity Amount so long as the payment process has been initiated in time.
Mode of refunds for ASBA Applicants
In case of ASBA Applicants, the Registrar to the Issue will instruct the relevant SCSB to unblock funds in the relevant ASBA Account for
withdrawn, rejected or unsuccessful or partially successful ASBA Applications within 12 Working Days of the Tranche Issue Closing Date.
In case of eligible refund through electronic mode, if there will be any rejection because of any wrong account details received from
depositories in case of demat application or wrong account details mentioned in the application form in case of physical application, our
company will issue refund orders to those investors which may further delay the refund credit beyond twelve (12) Working Days from Issue
Closing Date. In case of such delays in credit of refund to investors neither the Lead managers nor the Company shall have any responsibility
and undertake any liability for such delays on part of the investors.
INTEREST/ PREMIUM ON THE NCDs
Series I
In case of Series I NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of
Debenture holders as on the Record Date on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of
each Series I NCDs.
Category of Debenture
holders as on the
Record Date
Coupon Rate (% per annum)

for
all
Category
of
Investor(s) (A)
Additional incentive over Aggregate of the Coupon Rate and

Coupon Rate (% per annum) the Additional incentive (as per B)
on any Record Date applicable applicable to Category III and
to only Category III and Category IV Investor(s) {(A) + (B) })
Category IV Investor(s) (B)
Category III & IV
9.35%
0.10%
9.45%
Category I & II*
9.35%
Nil
9.35%
* Category I and Category II Investors SHALL NOT be eligible for the additional incentive of 0.10% per annum for Series I NCDs held on
any Record Date.
Series I NCDs, shall be redeemed at the Face Value along with interest accrued thereon, if any, at the end of 5 years from the Deemed Date of
Allotment.
Series II
The Series II NCDs, shall be redeemed at the end of 5 years from the Deemed Date of Allotment at the following amounts based on the
relevant categories of Debenture holders as on the Record Date for redemption of the Series II NCDs.
Face Value (in Rs.)
Maturity Amount/ Redemption Amount

(Rs./ NCD) on Maturity for Category I and
1,000
* Subject to applicable tax deducted at source, if any.
1563.87*

(Rs./ NCD) on Maturity for Category III and
Category IV Investor(s)
1571.04*
Series III
In case of Series III NCDs, interest would be paid annually at the following rates of interest in connection with the relevant categories of
Debenture holders as on the Record Date on the amount outstanding from time to time, commencing from the Deemed Date of Allotment of
each Series III NCDs.
Category of Debenture
holders as on the
Record Date
Coupon Rate (% per annum)

for
all
Category
of
Investor(s) (A)
Additional incentive over Aggregate of the Coupon Rate and

Coupon Rate (% per annum) the Additional incentive (as per B)
on any Record Date applicable applicable to Category III and
to only Category III and Category IV Investor(s) {(A) + (B) })
Category IV Investor(s) (B)
Category III & IV
9.40%
0.10%
9.50%
Category I & II*
9.40%
Nil
9.40%
* Category I and Category II Investors SHALL NOT be eligible for the additional incentive of 0.10% per annum for Series III NCDs held on
37
any Record Date.

Series III NCDs, shall be redeemed at the Face Value along with interest accrued thereon, if any, at the end of 10 years from the Deemed Date
of Allotment.
Series IV
Series IV NCDs, shall be redeemed at the end of 10 years from the Deemed Date of Allotment at the following amounts based on the relevant
categories of Debenture holders as on the Record Date for redemption of the Series IV NCDs
Face Value (in Rs.)

(Rs./ NCD) on Maturity for Category I and
1,000
* Subject to applicable tax deducted at source, if any.
2457.50*

(Rs./ NCD) on Maturity for Category III and
Category IV Investor(s)
2480.08*
Interest on Application and Refund Money

Interest on application monies received which are used towards allotment of NCDs
We shall pay interest on the application amount for which NCDs are Allotted to the Applicants (except ASBA Applicants) subject to
deduction of income tax under the Income Tax Act, to any Applicants to whom the NCDs are Allotted pursuant to the Tranche- II Issue from
the date of realization of application money through cheque(s)/ demand draft(s)/ any other mode up to one day prior to the Deemed date of
Allotment, at the rate of effective yield applicable for the respective category of Investorsr as specified for each Series of NCDs in this
Prospectus Tranche- II. However, we shall not be liable to pay any interest on Application Amounts in case of monies paid in excess of the
amount of NCDs applied for in the Application Form.
In the event that such date of realization of the cheque(s)/ demand draft(s) is not ascertainable in terms of the banking records, we shall pay
interest on the Application Amounts on the amount Allotted from 3 (three) Working Days from the date of upload of each Application on the
electronic Application platform of the relevant Stock Exchange(s) up to one day prior to the Deemed Date of Allotment, at the
aforementioned rates.
We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account of the Applicants.
Alternatively, the interest warrant will be dispatched along with the Letter of Allotment/ Allotment Advice at the sole risk of the Applicant, to
the sole/first Applicant.
A tax deduction certificate will be issued for the amount of income tax so deducted.
Interest on application monies received which are liable to be refunded
We shall pay interest on application money which is liable to be refunded to the Applicants (except ASBA Applicants) in accordance with the
SEBI Debt Regulations and/or Companies Act, 2013, or other applicable statutory and/or regulatory requirements, subject to deduction of
income tax under the Income Tax Act, as applicable, from the date of realization of the application money through cheque(s)/demand draft(s)/
any other mode up to one day prior to the Deemed Date of Allotment, at the rate of 4% p.a. Such interest shall be paid along with the monies
liable to be refunded. Interest warrant will be dispatched/credited (in case of electronic payment) along with the refund orders at the sole risk
of the Applicant, to the sole/first applicant. A tax deduction certificate will be issued for the amount of income tax so deducted.
In the event our Company does not receive a minimum subscription of 75% of the Base Issue on the date of closure of the Tranche- II Issue,
the Company shall pay interest on application money which is liable to be refunded to the Applicants (except ASBA Applicants) in
accordance with the SEBI Debt Regulations and/or Companies Act, 2013, or other applicable statutory and/or regulatory requirements,
subject to deduction of income tax under the Income Tax Act, as applicable.
A tax deduction certificate will be issued for the amount of income tax so deducted, if any.
Provided that, notwithstanding anything contained hereinabove, the Company shall not be liable to pay any interest on monies liable to be
refunded in case of (a) invalid applications or applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant,
and/or (c) monies paid in excess of the amount of NCDs applied for in the Application Form. For more information, see Issue Procedure Rejection of Application on page 62 of this Prospectus Tranche- II.
Interest in case of Delay
The Company undertakes to pay interest in connection with any delay in Allotment, dematerialised credit and refunds, beyond the time limits
prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under applicable statutory and/or regulatory
requirements.
REDEMPTION
The Company will redeem each Series of NCDs on the respective Maturity Dates. The date of maturity for NCDs subscribed under Series I
and Series II is 5 years from the Deemed Date of Allotment and for NCDs subscribed under Series III and Series IV is 10 years from the
Deemed Date of Allotment.
NCDs held in electronic form:
No action is required on the part of Debenture holders on the Maturity Date(s). On the Maturity Date, Maturity Amounts would be paid by
38
cheque /pay order / electronic mode to those Debenture holders whose names appear on the list of beneficial owners given by the
Depositories to us. These names would be as per the Depositories records on the Maturity Date fixed for the purpose of payment of Maturity
Amounts. These NCDs may be simultaneously extinguished to the extent of the Maturity Amounts paid through appropriate debit corporate
action upon payment of the corresponding Maturity Amounts of the NCDs. It may be noted that in the entire process mentioned above, no
action is required on the part of Debenture holders.
Our liability to the Debenture holder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the Maturity
Date in all events and when we dispatch the Maturity Amounts to the Debenture holder(s).Further, we will not be liable to pay any interest,
income or compensation of any kind from the date of payment of Maturity Amounts of the NCD(s).
NCDs held in physical form:
No action will ordinarily be required on the part of the Debenture holder at the time of redemption, and the Maturity Amount will be paid to
those Debenture holders whose names appear in the Register of Debenture holders maintained by the Company on the Record Date fixed for
the purpose of Redemption. However, the Company may require the Debenture Certificate(s), duly discharged by the sole holder or all the
joint-holders (signed on the reverse of the Consolidated Debenture Certificate(s)) to be surrendered for redemption on Maturity Date and sent
by the Debenture holders by registered post with acknowledgment due or by hand delivery to the Registrar to the Issue or the Company or to
such persons at such addresses as may be notified by the Company from time to time. Debenture holders may be requested to surrender the
Debenture Certificate(s) in the manner stated above, not more than three months and not less than one month prior to the Maturity Date so as
to facilitate timely payment.
Right to re-issue NCD(s)
Subject to the provisions of the Companies Act, 1956 and the Companies Act, 2013, as applicable on the date of this Prospectus Tranche- II,
where we have fully redeemed or repurchased any NCDs, we shall have and shall be deemed always to have had the right to keep such NCDs
in effect without extinguishment thereof, for the purpose of resale or re-issue and in exercising such right, we shall have and be deemed
always to have had the power to resell or reissue such NCDs either by reselling or re-issuing the same NCDs or by issuing other NCDs in
their place. The aforementioned right includes the right to reissue original NCDs.
PAYMENT OF INTEREST ON NCDs
Interest rate will be computed on a 365 days-a-year basis on the principal outstanding on the NCDs. Where the coupon/ interest period (start
date to end date) includes February 29, coupon/ interest rate will be computed on 366 days-a-year basis, on the principal outstanding on the
NCDs.
Effect of holidays on payments
If the date of payment of coupon/ interest does not fall on a Working Day, the payment shall be made on the immediately succeeding
Working Day along with the interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of
the interest payable on the next coupon/ Interest Payment Date. If the Redemption Date/ Maturity Date (also being the last Coupon/ Interest
Payment Date) of any Series of NCDs falls on a day which is not a Working Day, the redemption proceeds shall be paid on the immediately
preceding Working Day along with the interest accrued on the NCDs until but excluding the date of such payment.
Cash Flow for 5 year maturity with annual interest repayment:
Name of Issuer
IFCI Limited
Face Value of the Bonds
Rs. 1,000 per bond
Issue Opening date/ Date of allotment (tentative)
1-January-2015/ 13-February-2015
Redemption Date
13-Febrary-2020
Interest rate for Non- Individuals
9.35%
Interest rate for Individuals
9.45%
Frequency of interest payment with specified dates
Annual

Actual/Actual
*Based on the deemed date of allotment (February 13, 2015) and post-Issue timelines for the present Tranche-II Issue, and may be subject to
changes.
39
Cash
Flow
Day
1
2
3
4
5
Saturday
Monday
Tuesday
Wednesday
Thursday
Interest
Payment
Due on
(DD/MM/YY)
13-Feb-16
13-Feb-17
13-Feb-18
13-Feb-19
13-Feb-20
Principal
13-Feb-20
Actual No. of days

between two interest
payment
365
366
365
365
365
Cash
Flow
for
Category I & II
(amount in Rs.)
93.50
93.50
93.50
93.50
93.50
Cash Flow for

Category III & IV
(amount in Rs.)
94.50
94.50
94.50
94.50
94.50
1000
1000
Cash Flow for 10 year maturity bond with annual interest repayment:
Name of Issuer
IFCI Limited
Rs. 1,000 per bond
13-Febrary-2025
Redemption Date
9.40%
9.50%
Annual
Actual/Actual
changes.
Cash
Flow
Day
Interest/
Principal
Payment Due on
(DD/MM/YY)
1
2
3
4
5
6
7
8
9
10
10
Saturday
Monday
Tuesday
Wednesday
Thursday
Saturday
Monday
Monday
Tuesday
Thursday
Principal
13-Feb-16
13-Feb-17
13-Feb-18
13-Feb-19
13-Feb-20
13-Feb-21
14-Feb-22
13-Feb-23
13-Feb-24
13-Feb-25
13-Feb-25
Actual No. of days

between two interest
payment
Cash Flow for

Category I & II
(amount in Rs.)
365
366
365
365
365
366
366
364
365
366
94.00
94.00
94.00
94.00
94.00
94.00
94.26
93.74
94.00
94.00
1000
Cash Flow for

Category III &
IV (amount in
Rs.)
95.00
95.00
95.00
95.00
95.00
95.00
95.26
94.74
95.00
95.00
1000
Cash Flow for 5 year maturity with cumulative interest repayment:

Name of Issuer
IFCI Limited
Rs. 1,000 per bond
13-Febrary-2020
Redemption Date
9.35%
9.45%
Cumulative
Actual/Actual
changes.
Cash Flow
Day
Due Date
(DD/MM/YY)
Redemption
Thursday
13-Feb-20
Payment Period
(in Days)
Cash Flow for Category

I & II (amount in Rs.)
Cash Flow for Category III

& IV (amount in Rs.)
1826
1563.87
1571.04
40
Cash Flow for 10 year maturity with cumulative interest repayment:

Name of Issuer
IFCI Limited
Rs. 1,000 per bond
13-Febrary-2025
Redemption Date
9.40%
9.50%
Cumulative
Actual/Actual
changes.
Cash Flow
Day
Due Date
(DD/MM/YY)
Redemption
Thursday
13-Feb-25
Payment Period (in Days)
3653
Cash
Flow
for
Category I & II
(amount in Rs.)
2457.50
Cash
Flow
for
Category III & IV
(amount in Rs.)
2480.08
THE INTEREST PAYABLE TO EACH NCD HOLDER SHALL BE ROUNDED OFF TO THE NEAREST RUPEE AS PER THE
FIXED INCOME MONEY MARKET AND DERIVATIVES ASSOCIATION HANDBOOK ON MARKET PRACTICES.
Manner and Modes of Payment
For NCDs held in electronic form:
No action is required on the part of Debenture holders on the Maturity Date. Payment on the NCDs will be made to those Debenture holders
whose name appears first in the register of beneficial owners maintained by the Depository, on the Record Date. The Companys liability to
Debenture holders for payment or otherwise will stand extinguished from the Maturity Date or on dispatch of the amounts payable by way of
principal and/or interest to the Debenture holders. Further, the Company will not be liable to pay any interest, income or compensation of any
kind accruing subsequent to the Maturity Date.
The Debenture holders respective bank account details will be obtained from the Depository for payments. Applicants are therefore advised
to immediately update their bank account details as appearing on the records of their DP. Failure to do so could result in delays in credit of
payments to applicants at their sole risk, and neither the Company, the Members of the Syndicate, Trading Members of the Stock
Exchange(s), Escrow Collection Bank(s), SCSBs, Registrar to the Issue nor the Stock Exchange(s) will bear any responsibility or liability for
the same.
For NCDs held in physical form
The bank details will be obtained from the Registrar to the Issue for effecting payments.
Moreover, the Company, Lead Managers and Registrar to the Issue will not be responsible for any delay in receipt of credit of
interest, refund or Maturity Amount so long as the payment process has been initiated in time.
All payments to be made by the Company to the Debenture holders will be made through any of the following modes, in the following order
of preference:
(a)
Direct Credit
Applicants having bank accounts with the Refund Bank(s), as per Demographic Details received from the Depository, will be eligible to
receive payments through direct credit. Charges, if any, levied by the Refund Bank for the same would be borne by the Company.
(b)
NECS
Applicants having a bank account at any of the centres notified by RBI, as per Demographic Details received from the Depository, will be
eligible to receive payments through NECS. This mode of payment is subject to availability of complete bank account details with the
Depository, including the MICR code, bank account number, bank name and bank branch. The corresponding IFSC will be obtained from the
RBI website as at a date prior to the date of payment, duly mapped with the relevant MICR code.
(c)
RTGS
Applicants having a bank account with a bank branch which is RTGS enabled, as per the information available on the website of RBI and as
per records received from the Depository, will be eligible to receive payments through RTGS in the event the payment amount exceeds Rs.
2.00 lakh or such amount as may be fixed by RBI from time to time. This mode of payment is subject to availability of complete bank
account details with the Depository, including the MICR code, bank account number, bank name and bank branch. Charges, if any, levied by
the Refund Bank for the same would be borne by the Company. Charges, if any, levied by the Applicants bank receiving the credit would be
borne by the Applicant. The corresponding IFSC will be obtained from the RBI website as at a date prior to the date of payment, duly mapped
with the relevant MICR code.
41
(d)
NEFT
Applicants having a bank account with a bank branch which is NEFT enabled, as per records received from the Depository, will be eligible to
receive payments through NEFT. This mode of payment is subject to availability of complete bank account details with the Depository,
including the MICR code, bank account number, bank name and bank branch. The corresponding IFSC will be obtained from the RBI
website as at a date prior to the date of payment, duly mapped with the relevant MICR code.
(e)
Demand Draft/ Cheque/ Pay Order
For all other Applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be
dispatched by Registered/Speed Post, only to Applicants that have provided details of a registered address in India. Such refunds will be made
by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where the Applications are received. Bank
Charges, if any, for cashing such cheque, pay orders or demand drafts at other centres will be payable by the Applicants.
Printing of Bank Particulars on Interest Warrants
As a matter of precaution against possible fraudulent encashment of payment orders/ warrants due to loss or misplacement, the particulars of
the Applicants bank account are mandatorily required to be given for printing on the orders/warrants. Applications without these details are
liable to be rejected. In relation to NCDs applied for and held in dematerialised form, these particulars would be taken directly from the
Depositories. In case of NCDs held in physical form on account of rematerialisation, Applicants are advised to submit their bank account
details with the Company or the Registrar to the Issue at least seven days prior to the Record Date, failing which the orders/warrants will be
dispatched to the postal address (in India) of the Debenture holder as available in the register of beneficial owners maintained by the
Depository, at the sole risk of the Debenture holder. Bank account particulars will be printed on the orders/warrants which can then be
deposited only in the account specified.
Record Date
The date falling 15 (fifteen) days prior to the relevant Interest Payment Date on which Interest is due and payable, or the Maturity Date on
which the Maturity Amount is due and payable or as may be prescribed by the Stock Exchanges. In the event Record Date falls on a Saturday,
Sunday, or a public holiday in New Delhi, the previous Working Day shall be considered as Record Date.
TRANSFER OF THE NCDS
The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Companies Act,1956
and Companies Act, 2013 and the Companys Articles of Association will apply, mutatis mutandis (to the extent applicable to debentures) to
the NCDs.
Transfer of NCDs held in dematerialized form
In respect of NCDs held in the dematerialized form, transfers of the NCDs may be effected, only through the Depositories where such NCDs
are held, in accordance with the Depositories Act and/or rules as notified by the Depositories from time to time. The Debenture holder shall
give delivery instructions containing details of the prospective purchaser's DP's account to his DP. If a prospective purchaser does not have a
demat account, the Debenture holder may rematerialize his or her NCDs and transfer them in a manner as specified below.
Transfer of NCDs in physical form
The NCDs may be transferred by way of a duly executed transfer deed or other suitable instrument of transfer as may be prescribed by the
Company for the registration of transfer of NCDs. Purchasers of NCDs are advised to send the Consolidated Debenture Certificate to the
Company or to such persons as may be notified by the Company from time to time. If a purchaser of the NCD in physical form intends to
hold the NCD in dematerialized form, the NCDs may be dematerialized by the purchaser through his or her DP in accordance with the
Depositories Act and/or rules as notified by the Depositories from time to time.
The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date, failing which the interest and/or
Maturity Amount for the NCDs will be paid to the person whose name appears in the register of debenture holders maintained by the
Depositories. In such cases, any claims will be settled inter se between the parties and no claim or action will be brought against the
Company or the Registrar to the Issue.
TAXATION
For details, please see Statement of Tax Benefits on page 19 of this Prospectus Tranche- II.
Debenture holder Not a Shareholder
The Debenture holders will not be entitled to any of the rights and privileges available to equity and/or preference shareholders of the
Company, except to the extent of the right to receive the annual reports of our Company and such other rights as may be prescribed under the
Companies Act, 2013 and the rules prescribed thereunder and the Debt Listing Agreement.
Rights of Debenture holders
Provided below is an indicative list of certain significant rights available to the Debenture holders. The final rights of the Debenture holders
will be as per the Debenture Trust Deed.
(a)
The Company will maintain at its Registered Office or such other place as permitted by law, a register of Debenture holders
(Register of Debenture holders) containing such particulars as required by Section 88 of the Companies Act, 2013. In terms of
Section 88(3) of the Companies Act, 2013 the Register of Debenture holders maintained by a Depository for any NCD in
dematerialised form under Section 11 of the Depositories Act, 1996 (Depositories Act) will be deemed to be a Register of
Debenture holders for this purpose.
(b)
The NCDs will not, except as provided in the Companies Act, 1956 and Companies Act, 2013 to the extent applicable, confer on
42
Debenture holders any rights or privileges available to members of the Company including the right to receive notices or annual
reports of, or to attend and / or vote, at the Companys general meeting(s). However, if any resolution affecting the rights of the
Debenture holders is to be placed before the shareholders, such resolution will first be placed before the concerned Debenture
holders for their consideration. In terms of Section 136 of the Companies Act, 2013, the Debenture holders will be entitled to a copy
of the balance sheet and copy of trust deed on a specific request made to the Company.
(c)
The rights, privileges and conditions attached to the NCDs may be varied, modified and/or abrogated with either (i) the consent in
writing of the holders of at least three-fourths of the outstanding amount of the NCDs; or (ii) the sanction of at least three-fourths of
the Debenture holders present and voting at a meeting of the Debenture holders (Special Resolution), provided that nothing in
such consent or resolution will be operative against the Company, where such consent or resolution modifies or varies the terms
and conditions governing the NCDs if modification, variation or abrogation is not acceptable to the Company.
(d)
The Debenture holder or, in case of joint-holders, the person whose name stands first in the register of beneficial owners maintained
by the Depository will be entitled to vote in respect of such NCDs, either by being present in person or, where proxies are
permitted, by proxy, at any meeting of the concerned Debenture holders summoned for such purpose and every such Debenture
holder will be entitled to one vote on a show of hands and, on a poll, his or her voting rights will be in proportion to the
outstanding nominal value of NCDs held by him or her on every resolution placed before such meeting of the Debenture holders.
(e)
NCDs may be rolled over with the consent in writing of the holders of at least three-fourths of the outstanding amount of the NCDs
or with the sanction of a Special Resolution passed at a meeting of the Debenture holders convened with at least 21 days prior
notice for such roll-over and in accordance with the SEBI Debt Regulations. The Company will redeem the NCDs of all the
Debenture holders who have not given their positive consent to the roll-over.
(f)
The NCDs are subject to the provisions of the SEBI Debt Regulations, the Companies Act, 1956/ Companies Act, 2013 to the
extent applicable, our Memorandum and Articles of Association, the terms of the Shelf Prospectus, this Prospectus Tranche- II, the
Application Forms, Abridged Prospectus, the terms and conditions of the Debenture Trust Deed, requirements of the RBI, other
applicable statutory and/or regulatory requirements relating to the issue and listing, of securities and any other documents that may
be executed in connection with the NCDs.
The above rights of Debenture holders are merely indicative. The final rights of the Debenture holders will be as per the terms of the Shelf
Prospectus and this Prospectus Tranche- II and Debenture Trust Deed.
Joint-holders
Where two or more persons are holders of any NCD(s), they will be deemed to hold the same as joint holders with benefits of survivorship
subject to the Companys Articles of Association and applicable law.
Nomination
In accordance with Section 72 of the Companies Act, 2013, the sole/first Debenture holder, with other joint Debenture holders (being
individuals), may nominate any one person (being an individual) who, in the event of death of the sole Debenture holder or all the joint
Debenture holders, as the case may be, will become entitled to the NCDs. A nominee entitled to the NCDs by reason of the death of the
original Debenture holder(s) will become entitled to the same benefits to which he would be entitled if he were the original Debenture holder.
Where the nominee is a minor, the Debenture holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to NCDs in the event of the Debenture holders death during minority. A nomination will stand rescinded on a sale/transfer/alienation
of NCDs by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be
made only on the prescribed form available on request at the Companys Registered and Corporate Office or with the Registrar to the Issue or
at such other addresses as may be notified by the Company.
The Debenture holders are advised to provide the specimen signature of the nominee to the Company to expedite the transmission of the
NCD(s) to the nominee in the event of demise of the Debenture holders. The signature can be provided in the Application Form or
subsequently at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional.
In accordance with Section 72 read with Rules under Chapter IV of the Companies Act, 2013 any person who becomes a nominee by virtue
of above said Section, will on the production of such evidence as may be required by the Board, elect either: (a) to register himself or herself
as holder of NCDs; or (b) to make such transfer of the NCDs, as the deceased holder could have made.
Further, the Board may at any time issue notice requiring any nominee to choose either to be registered himself or to transfer the NCDs, and if
the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividend, bonuses or other
monies payable in respect of the NCDs, until the requirements of the notice have been complied with.
In case of Application for allotment of NCDs in dematerialised form, there is no need to make a separate nomination with the Company.
Nominations registered with the respective DP of the Applicant will prevail. If Applicants want to change their nomination, they are advised
to inform their respective DP.
Event of Defaults
Subject to the terms of the Debenture Trust Deed, the Debenture Trustee at its discretion may, or if so requested in writing by the holders of at
least three-fourths of the outstanding amount of the NCDs or with the sanction of a Special Resolution, passed at a meeting of the Debenture
holders, (subject to being indemnified and/or secured by the Debenture holders to its satisfaction), give notice to the Company specifying that
the NCDs, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of
the event of default occurs. The complete list of Event of Default(s) shall be as specified in the Debenture Trust Deed.
The amount(s) so payable by the Company on the occurrence of one or more Event(s) of Default shall be as detailed in the Debenture Trust
Deed. If an Event of Default occurs, which is continuing, the Debenture Trustee may, with the consent of the Debenture holders, obtained in
accordance with the Debenture Trust Deed, and with prior written notice to the Company, take an action in terms of the Debenture Trust
Deed.
43
In case of default in the redemption of NCDs, in addition to the payment of interest and all other monies payable hereunder on the respective
due dates, the Company shall also pay interest on the defaulted amounts.
Debenture Trustee
The Company has appointed Axis Trustee Services Limited to act as Debenture Trustee for the Debenture holders. Axis Trustee Services
Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its consent for its
appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and all subsequent periodical
communications sent to the holders of the NCDs issued, pursuant to this Issue.
The Company has entered into a Debenture Trust Agreement with the Debenture Trustee, the terms of which along with the Debenture Trust
Deed will govern the appointment and functioning of the Debenture Trustee and specify the powers, authorities and obligations of the
Debenture Trustee. Under the terms of the Debenture Trust Agreement, the Company will covenant with the Debenture Trustee that it will
pay the Debenture holders the principal amount on the NCDs on the relevant Maturity Date and also that it will pay the interest due on NCDs
at the rate/on the date(s) specified under the Debenture Trust Deed.
The Debenture holders will, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of
their agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the NCDs as the Debenture Trustee
may in their absolute discretion deem necessary or require to be done in the interest of the Debenture holders. Any payment made by the
Company to the Debenture Trustee on behalf of the Debenture holders will discharge the Company pro tanto to the Debenture holders. All
the rights and remedies of the Debenture holders will vest in and will be exercised by the Debenture Trustee without reference to the
Debenture holders. No Debenture holder will be entitled to proceed directly against the Company unless the Debenture Trustee, having
become so bound to proceed, failed to do so. The Debenture Trustee will protect the interest of the Debenture holders in the event of default
by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the Companys cost.
Further, the Debenture Trustee shall ensure that the assets of the Company are sufficient to discharge the principal amount of NCDs at all
times under this Issue.
Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 2013 the Company will, on or before the Tranche Issue Opening Date, publish a pre-Issue
advertisement in the form prescribed under the SEBI Debt Regulations, in one national daily newspaper with wide circulation. Material
updates, if any, between the date of filing of this Prospectus Tranche- II with the RoC and the date of release of the statutory pre-Issue
advertisement will be included in the statutory pre-Issue advertisement.
Impersonation
Attention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act, 2013 reproduced below:
Any person who:
(a)
(b)
(c)
makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or
makes or abets making of multiple applications to a company in different names or in different combinations of his name or
surname for acquiring or subscribing for its securities; or
otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in
a fictitious name,
shall be liable for action under section 447.

Listing
The NCD will be listed on BSE and NSE. BSE will be the Designated Stock Exchange. The provisions of sub-section(1) of Section 40 of the
Companies Act, 2013 prescribes that every company making public offer shall, before making such offer, make an application to one or more
recognised stock exchange or exchanges and obtain permission for the securities to be dealt with in such stock exchange or exchanges. The
Company has obtained in-principle approval for the Issue from BSE, by a letter bearing no. DCS/RK/PI-BOND/18/14-15 dated October 10,
2014 and from NSE, by a letter bearing no. NSE/LIST/252627-K dated October 10, 2014 and letter bearing no. NSE/LIST/8117 dated
December 22, 2014, respectively.
After filing of the Draft Shelf Prospectus with the Designated Stock Exchange for public comments pursuant to the applicable provisions of
SEBI Debt Regulations, the Board passed a resolution dated October 7, 2014 through circulation to include NSE as one of the stock exchanges
on which the NCDs are proposed to be listed.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock
Exchanges mentioned above are taken within 12 Working Days from the Issue Closing Date.
In the event of non-subscription to any one or more of the Series of the NCD, such Series(s) of NCDs will not be listed.
Utilisation of Application Amounts
The sum received in respect of the Tranche- II Issue will be kept in separate bank accounts and we will have access to such funds as per
applicable provisions of law(s), regulations and approvals.
Utilisation of Issue Proceeds
Our Board of Directors certifies that:
44
All monies received out of the Tranche- II Issue shall be credited/transferred to a separate bank account other than the bank account
referred to in Section 40 of the Companies Act, 2013;
The allotment letter shall be issued or application money shall be refunded within the time specified in chapter titled Issue Procedure
at page 48 of this Prospectus Tranche- II, failing which interest shall be due to be paid to the applicants at the rate of 15% for the
delayed period;
Details of all monies utilised out of the Tranche- II Issue referred above shall be disclosed under an appropriate separate head in our
balance sheet indicating the purpose for which such monies have been utilised;
Details of all unutilised monies out of the Tranche- II Issue, if any, shall be disclosed under an appropriate head in our balance sheet
indicating the form in which such unutilised monies have been invested;
We shall utilize the Tranche- II Issue proceeds only upon creation of security as stated in this Prospectus Tranche- II in the section titled
Issue Structure beginning on page 29 of this Prospectus Tranche- II and trading approval from the Stock Exchange; and
The Tranche- II Issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia
by way of a lease, of any property, however, the Tranche- II Issue proceeds may be used for issuing loans against securities.
Monitoring & Reporting of Utilisation of Issue Proceeds
In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of
the Tranche- II Issue. The Board shall monitor the utilisation of the proceeds of the Tranche- II Issue.
The end-use of the proceeds of the Tranche- II Issue, duly certified by the Statutory Auditors, will be reported in the Companys annual
reports and other reports issued by the Company to relevant regulatory authorities, as applicable, including the Stock Exchanges in relation to
the Companys reporting obligations under the Debt Listing Agreement.
Further, the Company confirms that funds raised by the Company from previous public issues and private placements of NCDs have been
utilised for the Companys business as stated in the respective offer documents, and as reported to the Stock Exchanges in relation to the
Companys reporting obligations under the Debt Listing Agreement, as applicable.
For more information (including with respect to interim use of the Tranche- II Issue proceeds), see Objects of the Issue on page 18 of this
Other Undertakings by the Company
The Company undertakes that:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
the complaints received in respect of the Tranche- II Issue (except for complaints in relation to Applications submitted to Trading
Members) will be attended to by the Company expeditiously and satisfactorily;
necessary cooperation to the Credit Rating Agency(ies) will be extended in providing true and adequate information until the
obligations in respect of the NCDs are outstanding;
the Company will take necessary steps for the purpose of getting the NCDs listed within the specified time, i.e., within 12
Working Days of the Tranche Issue Closing Date;
the funds required for dispatch of refund orders/Allotment Advice/Debenture certificates will be made available by the Company
to the Registrar to the Issue;
the Company will forward details of utilisation of the Tranche- II Issue proceeds, duly certified by the Statutory Auditor, to the
Debenture Trustee at the end of each half year;
the Company will provide a compliance certificate to the Debenture Trustee on an annual basis in respect of compliance with the
terms and conditions of the issue of NCDs as contained in this Prospectus Tranche- II;
the Company will disclose the complete name and address of the Debenture Trustee in its annual report; and
the Company shall make necessary disclosures/ reporting under any other legal or regulatory requirement as may be required from
time to time.
Ranking of the NCDs

The NCDs will be secured by floating first charge on the Receivables (other than on Lien Receivables) of the Company as may be mentioned
in the security documents and/ or Debenture Trust Deed, with an asset cover of one time of the total outstanding amount of NCDs, from time
to time. Accordingly, the NCDs would constitute direct and secured obligations of the Company and will rank pari passu inter se to the
claims of other secured creditors of the Company having the same security and superior to the claims of any unsecured creditors of the
Company, now existing or in the future, subject to any obligations preferred under applicable law.
The aforesaid charge over the Receivables of the Company shall rank as a floating charge. The Company reserves the right to create floating
first charge on present and future Receivables for its present and future financial requirements or otherwise.
Guarantee/Letter of Comfort
The Issue is not backed by a guarantee or letter of comfort or any other document and/or letter with similar intent.
Replacement of Debenture Certificates
In case of NCDs in physical form, if a Debenture certificate is mutilated or defaced then on production thereof to the Company, the Company
shall cancel such certificate and issue a new or duplicate certificate in lieu thereof, however, they will be replaced only if the certificate
numbers and the distinctive numbers are legible. If any Debenture certificate is lost, stolen or destroyed, then, on proof thereof to the
satisfaction of the Company and on furnishing such indemnity as the Company may deem adequate and on payment of any expenses incurred
by the Company in connection with proof of such destruction or theft or in connection with such indemnity, the Company shall issue a new or
duplicate Debenture certificate. A fee may be charged by the Company not exceeding such sum as may be prescribed by applicable law for
each new or duplicate Debenture certificate issued hereunder except certificates in replacement of those which are old, decrepit or worn out or
45
defaced or where the pages for recording transfers have been fully utilised.
Put/Call Option
There is no put/ call option for the NCDs.
Future Borrowings
The Company will be entitled at any time in the future during the term of the NCDs or thereafter to borrow or raise loans or create
encumbrances or avail of credit facilities/ financial assistance in any form, and also to issue promissory notes or debentures or any other
securities in any form, manner, ranking and denomination whatsoever and to any eligible persons whatsoever, and to change its capital
structure including through the issue of shares of any class, on such terms and conditions as the Company may deem appropriate, without
requiring the consent of, or intimation to, the Debenture holders or the Debenture Trustee in this connection.
Lien
As per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its debentures issued by
way of private placement or public issues. The Company will have the right of set-off and lien, present as well as future on the moneys due
and payable to the Debenture holder or deposits held in the account of the Debenture holder, whether in single name or joint name, to the
extent of all outstanding dues by the Debenture holder to the Company.
Lien on Pledge of NCDs
Subject to applicable laws, the Company, at its discretion, may note a lien on pledge of NCDs if such pledge of NCDs is accepted by any
bank or institution for any loan provided to the Debenture holder against pledge of such NCDs as part of the funding.
Procedure for Rematerialisation of NCDs
Debenture holders who wish to hold the NCDs in physical form may do so by submitting a request to their DP at any time after Allotment in
accordance with the applicable procedure stipulated by the DP, in accordance with the Depositories Act and/or rules as notified by the
Depositories from time to time. For more information, see Form of Allotment and Denomination on page 36 of this Prospectus TrancheII.
Sharing of Information
The Company may, at its option, use its own, as well as exchange, share or part with any financial or other information about the Debenture
holders available with the Company, its Subsidiary(ies) and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory
bodies, as may be required. Neither the Company nor its Subsidiaries and affiliates nor its or their respective agents will be liable for
use of the aforesaid information.
Loan against NCDs
As per the RBI circular dated June 27, 2013, the Company is not permitted to extend loans against the security of its debentures issued by
way of private placement or public issues. However, if the RBI subsequently permits the extension of loans by NBFCs against the security of
its debentures issued by way of private placement or public issues. The Company may consider granting loans against the security of such
NCDs, subject to terms and conditions as may be decided by the Company at the relevant time, in compliance with applicable law.
Buy Back of NCDs
Our Company may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or regulatory requirements, buy-back
the NCDs, upon such terms and conditions as may be decided by our Company.
Succession
Where NCDs are held in joint names and one of the joint Debenture holder dies, the survivor(s) will be recognized as the Debenture holder(s).
It will be sufficient for our Company to delete the name of the deceased Debenture holder after obtaining satisfactory evidence of his death.
Provided, a third person may call on our Company to register his name as successor of the deceased Debenture holder after obtaining
evidence such as probate of a will for the purpose of proving his title to the NCDs. In the event of demise of the sole or first holder of the
NCDs, our Company will recognise the executors or administrator of the deceased Debenture holders, or the holder of the succession
certificate or other legal representative as having title to the NCDs only if such executor or administrator obtains and produces probate or
letter of administration or is the holder of the succession certificate or other legal representation, as the case may be, from an appropriate court
in India. Our Directors, in their absolute discretion may, in any case, dispense with production of probate or letter of administration or
succession certificate or other legal representation. In case of death of Debenture holders who are holding NCDs in dematerialised form, third
person is not required to approach the Company to register his name as successor of the deceased Debenture holder. He shall approach the
respective Depository Participant of the Debenture holder for this purpose and submit necessary documents as required by the Depository
Participant.
Notices
All notices to the Debenture holders required to be given by the Company or the Debenture Trustee will be published in one English language
newspaper having wide circulation and/or, will be sent by post/courier to the Debenture holders from time to time, only to Applicants that
have provided a registered address in India.
Jurisdiction
46
The NCDs, the Debenture Trust Agreement, the Debenture Trust Deed and other relevant documents shall be governed by and construed in
accordance with the laws of India. The courts of New Delhi will have exclusive jurisdiction for the purposes of the Tranche- II Issue.
Restriction on transfer of NCDs
There are currently no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required
under applicable statutory and/or regulatory requirements including any RBI requirements and/or as provided in our Articles of Association.
Please see the section Annexure D- Main Provisions of the Articles of Association of the Shelf Prospectus.
47
ISSUE PROCEDURE
This section applies to all Applicants. ASBA Applicants and Applicants making Direct Online Applications using the online payment facility
of the Stock Exchange(s) should note that the ASBA process and Direct Online Applications processes involves application procedures which
may be different from the procedures applicable to Applicants who apply for NCDs through any of the other permitted channels and
accordingly should carefully read the provisions applicable to ASBA and Direct Online Applications, respectively.
All Applicants are required to make payment of the full Application Amount with the Application Form. ASBA Applicants are required to
ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Application Amount can be blocked by
the SCSBs.
ASBA Applicants may submit their ASBA Applications to the Members of the Syndicate or Trading Members of the Stock Exchange(s) only in
the Specified Cities or directly to the Designated Branches of SCSBs. Applicants other than ASBA Applicants are required to submit their
Applications to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the centres mentioned in the Application Form
or make Direct Online Applications using the online payment facility of the Stock Exchange(s). For further information, please refer to
Submission of duly Completed Application Forms on page 61 of this Prospectus Tranche- II.
This section has been prepared based on SEBI Circular No. CIR./IMD/DF-1/20/2012 dated July 27, 2012 and is subject to the Stock
Exchange(s) putting in place the necessary systems and infrastructure for implementation of the abovementioned circular, including the
systems and infrastructure required in relation to Direct Online Applications through the online platform and online payment facility to
be offered by Stock Exchange(s) and accordingly is subject to any further clarification, notification, modification, direction, instructions
and/or correspondence that may be issued by the Stock Exchange(s) and/or SEBI, including SEBI Circular No. CIR/IMD/DF/18/2013
October 29, 2013.
Applicants are accordingly advised to carefully read this Prospectus Tranche- II, Application Form, and the Shelf Prospectus in relation
to any proposed investment. The information below is given for the benefit of the Investors. The Company, the Registrar to the Issue, and
the Lead Managers shall not be liable for any amendment or modification or changes in applicable laws or regulations, which may occur
after the date of this Prospectus Tranche- II.
Trading Members of the Stock Exchange(s) who wish to collect and upload Applications in the Tranche- II Issue on the electronic application
platform provided by the Stock Exchange(s) will need to approach the respective Stock Exchange(s) and follow the requisite procedures
prescribed by the relevant Stock Exchange. The Members of the Syndicate, the Company and the Registrar to the Issue shall not be
responsible or liable for any errors or omissions on the part of the Trading Members of the Stock Exchange(s) in connection with the
responsibility of such Trading Members of the Stock Exchange(s) in relation to collection and upload of Applications in the Tranche- II
Issue on the online platform and online payment facility to be provided by the Stock Exchange(s). Further, the relevant Stock Exchange(s)
shall be responsible for addressing Investor grievances arising from Applications through Trading Members registered with such Stock
Exchange(s).
For purposes of the Tranche- II Issue, the term Working Day shall mean all days excluding Sundays or a public holiday in New Delhi,
India, except with reference to Issue Period and Record Date, where working days shall mean all days, excluding Saturdays, Sundays and
public holiday in New Delhi, India .
PROCEDURE FOR APPLICATION
Availability of Shelf Prospectus, Prospectus Tranche- II, Abridged Prospectus and Application Forms
Physical copies of the Abridged Prospectus containing salient features of Shelf Prospectus and Prospectus Tranche-II together with
Application Forms may be obtained from:
(a)
(b)
(c)
(d)
The Companys Registered Office and Corporate Office;

Offices of the Lead Managers, Consortium Members and Sub-Consortium Members;
Trading Members of the Stock Exchange(s); and
Designated Branches of SCSBs.
Electronic Application Forms will be available on the websites of the Stock Exchange(s) and the SCSBs that permit submission of ASBA
Applications electronically. A unique application number (UAN) will be generated for every Application Form downloaded from the
websites of the Stock Exchange(s). Our Company may also provide Application Forms for being downloaded and filled at such websites as it
may deem fit. In addition, online beneficiary account portals may provide a facility of submitting Application Forms online to their account
holders.
Trading Members of the Stock Exchange(s) can download Application Forms from the websites of the Stock Exchange(s). Further,
Application Forms will be provided to Trading Members of the Stock Exchange(s) at their request.
Electronic copies of Shelf Prospectus and this Prospectus Tranche-II will be available on the websites of the Lead Managers, the Stock
Exchange(s), SEBI and the SCSBs.
48
Who Can Apply

Category I (Qualified Institutional
Buyers) (QIBs)
Public financial institutions as
defined in Section 2 (72) of the
Companies
Act,
2013 as
amended
Scheduled commercial banks,
Indian alternative investment
funds and venture capital funds
registered with SEBI,
Indian Mutual funds registered
with SEBI,
Statutory corporations including
State Industrial Development
Corporations
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.
25crore,
superannuation
funds
and
gratuity funds,
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,
which are authorized to invest in
NCDs.
Category II (Corporates)
Companies within the

meaning of section 2(20) of
the Companies Act, 2013,
Limited
Liability
Partnerships
registered
under the provisions of the
LLP Act,
Trusts settled under the
Indian Trusts Act, 1882,
public/private
charitable/religious trusts
settled and/or registered in
India under applicable
laws;
Partnership firms formed
under applicable laws of
India, in the name of
partner,
Cooperative
banks,
regional
rural
banks
incorporated in India,
Societies registered under
the applicable law in India,
Resident Indian scientific
and/or industrial research
organizations;
Educational
institutions
and associations of persons
and/or bodies established
pursuant to or registered
under any central or state
statutory enactment
Category III (High Networth

Individuals) (HNIs)
The following investors
applying for an amount
aggregating to more than
Rs. 2 lakh across all Series
of NCDs in a Tranche Issue
Resident
Individual
Investors
Hindu Undivided Families
applying through the Karta
Category IV(Retail
Individual Investors)
(RIIs)
The following investors
applying for an amount
aggregating up to and
including Rs. 2 lakh
across all Series of
NCDs in a Tranche Issue
Resident
Individual
Investors
Hindu
Undivided
Families through the
Karta
which are authorised to

invest in NCDs
Participation of any of the aforementioned persons or entities is subject to the applicable statutory and/or regulatory requirements in
connection with the subscription to Indian securities in the nature of the NCDs by such persons or entities. Applicants are advised to
ensure that Applications made by them do not exceed the investment limits under applicable statutory and or regulatory provisions.
The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Tranche- II Issue.
Persons not eligible to Apply
The following persons and entities will not be eligible to participate in the Tranche- II Issue and any Applications from such persons
and entities are liable to be rejected:
Minors without a guardian name. A guardian may apply on behalf of a minor. However, Applications by minors must be made
through Application Forms that contain the names of both the minor Applicant and the guardian. The Applicant shall ensure that
guardian is competent to contract under Indian Contract Act, 1872;
Persons Resident Outside India and foreign nationals (including non-resident Indians, foreign portfolio investor, foreign
institutional investors and qualified foreign investors, foreign venture capital investor);
Overseas Corporate Bodies;
Person ineligible to contract under applicable statutory/regulatory requirements; and
Based on information provided by the Depositories, the Company will have the right to accept Applications belonging to an account for the
benefit of a minor (under guardianship). In case of Applications for Allotment of NCDs in dematerialized form, the Registrar to the Issue
shall verify the foregoing on the basis of records provided by the Depositories based on the DP ID and Client ID provided by the Applicants
in the Application Form and uploaded to the electronic platform of the Stock Exchange(s).
The concept of OCBs (meaning any company, partnership firm, society and other corporate body or overseas trust irrevocably
owned/held directly or indirectly to the extent of at least 60% by NRIs), which was in existence until 2003, was withdrawn by the
Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies) Regulations, 2003. Accordingly,
OCBs are not permitted to invest in the Tranche- II Issue.
49
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorized in jurisdictions outside India. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision
should be made on the basis of the final terms and conditions of the NCDs and the information contained in the Shelf Prospectus and this
connection with applying for, subscribing to, or seeking allotment of NCDs pursuant to the Tranche- II Issue.
The information below is given for the benefit of Applicants. The Company and the Lead Managers are not liable for any amendment or
modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus Tranche- II.
Modes of Making Applications
Applicants may use any of the following facilities for making Applications:
(a) Direct Online Applications using the online payment facility offered through the Stock Exchange(s). See -- Submission of Direct Online
Applications on page 53 of this Prospectus Tranche- II;
(b) ASBA Applications through the Members of the Syndicate or Trading Members of the Stock Exchange(s) only in the Specified Cities
(Syndicate ASBA). See - Submission of ASBA Applications on page 52 of this Prospectus Tranche- II;
(c) ASBA Applications through Designated Branches of SCSBs. See -Submission of ASBA Applications on page 52 of this Prospectus
Tranche- II; and
(d) Non-ASBA Applications through Members of the Syndicate or Trading Members of the Stock Exchange(s) at centres mentioned in the
Application Form. See - Submission of Non-ASBA Applications (other than Direct Online Applications) on page 53 of this Prospectus
Tranche- II.
(e) Non-ASBA Applications for Allotment in physical form through the Members of the Syndicate or Trading Members of the Stock
Exchange(s) at centres mentioned in the Application Form. See - Submission of Non- ASBA Applications for Allotment of the NCDs in
physical form on page 52 of this Prospectus Tranche- II.
As per Circular No. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI, the availability of the Direct Online Applications
facility is subject to the Stock Exchange(s) putting in place the necessary systems and infrastructure, and is subject to any further
clarifications, notification, modification, deletion, direction, instructions and/or correspondence that may be issued by the Stock
Exchange(s) and/or SEBI.
Applications by certain categories of Applicants
Applications by Mutual Funds
No MF scheme may invest more than 15% of its NAV in debt instruments issued by a single company which are rated not below investment
grade by a credit rating agency authorised to carry out such activity. Such investment limit may be extended to 20% of the NAV of the
scheme with the prior approval of the board of trustees and the board of the asset management company (AMC).
A separate Application can be made in respect of each scheme of an MF; such Applications will not be treated as multiple Applications.
Applications made by the AMCs or custodians of an MF must clearly indicate the name of the scheme for which Application is being made.
In case of Applications made by MFs, the Application Form must be accompanied by certified true copies of their (i) SEBI registration
certificate; (ii) trust deed (iii) resolution authorising investment and containing operating instructions; and (iv) specimen signatures of
authorised signatories. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either
case, without assigning any reason therefor.
Application by Trusts or Societies
Applications made by a trust, settled under the Indian Trusts Act, 1882, or any other statutory and/or regulatory provision governing the
settlement of trusts in India, must be accompanied by a (i) certified true copy of the registered instrument for creation of such trust, (ii) power
of attorney, if any, in favour of one or more trustees thereof; and (iii) such other documents evidencing registration thereof under applicable
statutory/regulatory requirements. Failing this, the Company reserves the right to accept or reject any Applications in whole or in part,
in either case, without assigning any reason therefor.
Further, any society/trust applying for NCDs must ensure that (a) they are authorised under applicable statutory/regulatory requirements and
their constitution instrument to hold and invest in NCDs, (b) they have obtained all necessary approvals, consents or other authorisations,
which may be required under applicable statutory and/or regulatory requirements to invest in NCDs, and (c) applications made by them do
not exceed the investment limits or maximum number of NCDs that can be held by them under applicable statutory and or regulatory
provisions.
Application by Alternative Investments Funds
Application made by Alternative Investments Funds eligible to invest in accordance with the SEBI Alternative Investment Funds Regulations,
2012, for Allotment of the NCDs must be accompanied by certified true copies of: (i) SEBI registration certificate; (ii) a resolution
authorising investment and containing operating instructions, memorandum and articles of associations; and (iii) specimen signatures of
authorised signatories. Failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either
case, without assigning any reason therefor.
50
Application by Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks
Scheduled Commercial Banks, Co-operative Banks and Regional Rural Banks can apply in the Tranche- II Issue based on their own
investment limits and approvals. The Application Form must be accompanied by certified true copies of their (i) memorandum and articles of
association/charter of constitution; (ii) power of attorney; (iii) resolution authorising investments/containing operating instructions; (iv)
specimen signatures of authorised signatories; and (v) PAN Card. Failing this, the Company reserves the right to accept or reject any
Application in whole or in part, in either case, without assigning any reason therefor.
Pursuant to SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on their own account using
ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall
be used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account
for ASBA applications.
Application by Insurance Companies
The Application Form must be accompanied by certified copies of their (i) certificate of registration issued by IRDA; (ii) memorandum and
articles of association; (iii) resolution authorising investment and containing operating instructions; (iv) power of attorney; and (v) specimen
signatures of authorised signatories. Failing this, the Company reserves the right to accept or reject any Application in whole or in part,
in either case, without assigning any reason therefor.
Applications by PFIs
In case of Applications by PFIs authorised to invest in the NCDs, the Application Form must be accompanied by certified true copies of: (i)
any Act/rules under which they are incorporated; (ii) board resolution authorising investments; and (iii) specimen signature of authorised
person. Failing this, the Company reserves the right to accept or reject any Applications in whole or in part, in either case, without
assigning any reason therefor.
Applications by Provident Funds and Pension Funds
In case of Applications by Indian provident funds and pension funds authorised to invest in the NCDs, the Application Form must be
accompanied by certified true copies of: (i) any Act/rules under which they are incorporated; (ii) power of attorney, if any, in favour of one or
more trustees thereof; (iii) board resolution authorising investments; (iv) such other documents evidencing registration thereof under
applicable statutory/regulatory requirements; (v) specimen signature of authorised person; (vi) certified copy of the registered instrument for
creation of such fund/trust; and (vii) tax exemption certificate issued by income tax authorities, if exempt from income tax. Failing this, the
Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any rea son
therefor.
Applications by National Investment Fund
In case of Applications by National Investment Fund, the Application Form must be accompanied by certified true copies of: (i) resolution
authorising investment and containing operating instructions; and (ii) specimen signature of authorised person. Failing this, the Company
reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason therefor.
Applications by Companies, Limited Liability Partnership and Bodies Corporate
In case of Applications by companies, limited liability partnership and bodies corporate, the Application Form must be accompanied by
certified true copies of: (i) board resolution/ resolution authorising investments; and (iii) specimen signature of authorised person. Failing
this, the Company reserves the right to accept or reject any Applications in whole or in part, in either case, without assigning any
reason therefor.
Applications under Power of Attorney
In case of Applications made pursuant to a power of attorney by Applicants in Category I and Category II, a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, with a certified copy of the memorandum of association and articles of
association and/or bye laws must be submitted with the Application Form. In case of Applications made pursuant to a power of attorney by
Applicants in Category III and Category IV, a certified copy of the power of attorney must be submitted with the Application Form. Failing
this, the Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any
reason therefor. the Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of
attorney with the Application Forms subject to such terms and conditions that the Company and the Lead Managers may deem fit.
Application by Partnership Firms
The Application must be accompanied by certified true copies of: (i) Partnership Deed; (ii) Any documents evidencing registration thereof
under applicable statutory/regulatory requirements; (iii) Resolution authorizing investment and containing operating instructions (Resolution);
(iv) Specimen signature of authorized person. Failing this, the Company reserves the right to accept or reject any Applications in whole
or in part, in either case, without assigning any reason therefor.
Brokers having online demat account portals may also provide a facility of submitting the Application Forms (ASBA as well as non-ASBA
Applications) online to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant
for making an Application on his/ her behalf. Based on such instruction, and a power of attorney granted by the Applicant to authorise the
broker, the broker makes an Application on behalf of the Applicant.
For information on submission of Direct Online Applications through the online platform and online payment facility offered by the Stock
Exchange(s), see - Submission of Direct Online Applications on page 53 of this Prospectus Tranche- II.
51
Application for allotment of NCDs in physical and dematerialised form

Application for allotment in physical form
Submission of Non- ASBA Applications for Allotment of the NCDs in physical form
Applicants can also apply for Allotment of the NCDs in physical form by submitting duly filled in Application Forms to the Members of the
Syndicate or the Trading Members of the Stock Exchange(s), with the accompanying account payee cheques or demand drafts representing
the full Application Amount and KYC documents as specified under Applications by certain Categories of Applicants and - Additional
instructions for Applicants seeking Allotment of the NCDs in physical form at pages 50 and 57 of this Prospectus Tranche- II, respectively.
The Members of the Syndicate and Trading Members of the Stock Exchange(s) shall, on submission of the Application Forms to them, verify
and check the KYC documents submitted by such Applicants and upload details of the Application on the electronic platforms of Stock
Exchange(s), following which they shall acknowledge the uploading of the Application Form by stamping the acknowledgment slip with the
date and returning it to the Applicant.
On uploading of the Application details, the Members of the Syndicate and Trading Members of the Stock Exchange(s) will submit the
Application Forms, with the cheque/demand draft to the Escrow Collection Bank(s), which will realise the cheque/demand draft, and send the
Application Form and the KYC documents to the Registrar to the Issue, who shall check the KYC documents submitted and match
Application details as received from the electronic platforms of Stock Exchange(s) with the Application Amount details received from the
Escrow Collection Bank(s) for reconciliation of funds received from the Escrow Collection Bank(s). In case of discrepancies between the two
databases, the details received from the electronic platforms of Stock Exchange(s) will prevail, except in relation to discrepancies between
Application Amounts. The Members of the Syndicate/Trading Members of the Stock Exchange(s) are requested to note that all Applicants are
required to be banked with only the designated branches of Escrow Collection Bank(s). On Allotment, the Registrar to the Issue will dispatch
NCD certificates/Allotment Advice to the successful Applicants to their addresses as provided in the Application Form.
If the KYC documents of an Applicant are not in order, the Registrar to the Issue will withhold the dispatch of Debenture
Certificates pending receipt of complete KYC documents from such Applicant. In such circumstances, successful Applicants should
provide complete KYC documents to the Registrar to the Issue at the earliest. In such an event, any delay by the Applicant to provide
complete KYC documents to the Registrar to the Issue will be at the Applicants sole risk and neither the Company, the Registrar to
the Issue, the Escrow Collection Bank(s), nor the Members of the Syndicate will be liable to compensate the Applicants for any losses
caused to them due to any such delay, or liable to pay any interest on the Application Amounts for such period during which the
NCD certificates are withheld by the Registrar to the Issue. Further, the Company will not be liable for any delays in payment of
interest on the NCDs Allotted to such Applicants, and will not be liable to compensate such Applicants for any losses caused to them
due to any such delay, or liable to pay any interest for such delay in payment of interest on the NCDs.
For instructions pertaining to completing the Application Form please see - General Instructions and - Additional Instructions for
Applicants seeking allotment of NCDs in physical form on pages 53 and 57 of this Prospectus Tranche- II, respectively.
Application for allotment in dematerialised form
Submission of ASBA Applications
Applicants may also apply for NCDs using the ASBA facility. ASBA Applications can be only by Applicants opting for Allotment in
dematerialised form. ASBA Applications can be submitted through either of the following modes:
a) Physically or electronically to the Designated Branches of SCSB with whom the ASBA Account is maintained. In case of ASBA
Application in physical mode, the ASBA Applicant will submit the Application Form at the relevant Designated Branch of the SCSB. The
Designated Branch will verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
ASBA Application, prior to uploading such ASBA Application into the electronic platform of the Stock Exchange(s). If sufficient funds are
not available in the ASBA Account, the respective Designated Branch will reject such ASBA Application and will not upload such
ASBA Application in the electronic platform of the Stock Exchange(s). If sufficient funds are available in the ASBA Account, the
Designated Branch will block an amount equivalent to the Application Amount and upload details of the ASBA Application in the electronic
platform of the Stock Exchange(s). The Designated Branch of the SCSBs will stamp the Application Form. In case of Application in the
electronic mode, the ASBA Applicant will submit the ASBA Application either through the internet banking facility available with the SCSB,
or such other electronically enabled mechanism for application and blocking funds in the ASBA Account held with SCSB, and accordingly
registering such ASBA Applications.
b) Physically through the Members of the Syndicate or Trading Members of the Stock Exchange(s) only at the Specified Cities, i.e.,
Syndicate ASBA. ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the
Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Application, is maintained has not
named at least one branch at that Specified City for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case
may be, to deposit ASBA Applications. A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries.
On receipt of the Application Form by the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, an
acknowledgement will be issued by giving the counter foil of the Application Form with the date stamp to the ASBA Applicant as proof of
having accepted the Application. Thereafter, the details of the Application will be uploaded in the electronic platform of the Stock
Exchange(s) and the Application Form will be forwarded to the relevant branch of the SCSB, in the relevant Specified City, named by such
SCSB to accept such ASBA Applications from the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may
be. A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. On receipt of the
ASBA Application, the relevant branch of the SCSB will perform verification procedures and check if sufficient funds equal to the
Application Amount are available in the ASBA Account, as mentioned in the ASBA Form. If sufficient funds are not available in the
ASBA Account, the relevant ASBA Application is liable to be rejected. If sufficient funds are available in the ASBA Account, the
relevant branch of the SCSB will block an amount equivalent to the Application Amount mentioned in the ASBA Application. The
Application Amount will remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the
52
amount against the Allotted NCDs to the Public Issue Account(s), or until withdrawal/failure of the Tranche- II Issue or withdrawal/rejection
of the Application Form, as the case may be.
ASBA Applicants must note that:
(a) Physical Application Forms will be available with the Designated Branches of SCSBs and with the Members of the Syndicate at the
Specified Cities; and electronic Application Forms will be available on the websites of the SCSBs and the Stock Exchange(s) at least one day
prior to the Tranche Issue Opening Date. Trading Members of the Stock Exchange(s) can download Application Forms from the websites of
the Stock Exchange(s). Application Forms will also be provided to Trading Members of the Stock Exchange(s) at their request. The
Application Forms would be serially numbered. Further, the SCSBs will ensure that the Abridged Prospectus is made available on their
websites.
(b) The Designated Branches of SCSBs will accept ASBA Applications directly from ASBA Applicants only during the Issue Period. The
SCSB will not accept any ASBA Applications directly from ASBA Applicants after the closing time of acceptance of Applications on the
Tranche Issue Closing Date. However, in case of Syndicate ASBA, the relevant branches of SCSBs at Specified Cities can accept ASBA
Applications from the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, after the closing time of
acceptance of Applications on the Tranche Issue Closing Date. For further information on the Issue programme, see Terms of the Issue
Issue Period on page 33 of this Prospectus Tranche- II.
(c) In case of Applications through Syndicate ASBA, the physical Application Form will bear the stamp of the Members of the Syndicate or
Trading Members of the Stock Exchange(s), as the case may be; if not, the same will be rejected. Application Forms submitted directly to
the SCSBs should bear the stamp of the SCSBs, if not, the same are liable to be rejected.
(d) Our Company, our directors, affiliates, associates and their respective directors and officers, Lead Managers, Co-Lead Managers
and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to
Applications accepted by SCSBs, Applications uploaded by SCSBs, Applications accepted but not uploaded by SCSBs or
Applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for Applications
uploaded by SCSBs, the amount payable on Application has been blocked in the relevant ASBA Account.
ASBA Applicants can invest in dematerialised form only.
For instructions pertaining to completing Application Form please see General Instructions on page 53 of this Prospectus Tranche- II.
Submission of Non-ASBA Applications (other than Direct Online Applications)
Applicants must use the Application Form, which will be serially numbered, bearing the stamp of the relevant Member of the Syndicate or
Trading Member of the Stock Exchange(s) at centres mentioned in the Application Form, as the case may be, from whom such Application
Form is obtained. Such Application Form must be submitted to the relevant Member of the Syndicate or Trading Member of the Stock
Exchange(s), as the case may be, with the cheque or bank draft for the Application Amount, before the closure of the Issue Period. The Stock
Exchange(s) may also provide Application Forms for being downloaded and filled. Accordingly, Applicants may download Application
Forms and submit the completed Application Forms together with cheques/demand drafts to the Members of the Syndicate or Trading
Member of the Stock Exchange(s) at centres mentioned in the Application Form. On submission of the completed Application Form, the
relevant Members of the Syndicate or Trading Member of the Stock Exchange(s), as the case maybe, will upload the Application Form on the
electronic platform provided by the Stock Exchange(s), and once an Application Form has been uploaded, issue an acknowledgement of such
upload by stamping the acknowledgement slip attached to the Application Form with the relevant date of the acknowledgment and return the
same to the Applicant. Thereafter, the Application Form together with the cheque or bank draft will be forwarded to the Escrow Collection
Bank(s) for realisation and further processing.
The duly stamped acknowledgment slip will serve as a duplicate Application Form for the records of the Applicant. The Applicant must
preserve the acknowledgment slip and provide the same in connection with: (a) any cancellation/withdrawal of their Application; (b) queries
in connection with Allotment and/or refund(s) of NCDs; and/or (c) all Investor grievances/complaints in connection with the Tranche- II
Issue.
For instructions pertaining to completing the Application Form please see General Instructions on page 53 of this Prospectus Tranche- II.
Submission of Direct Online Applications
As per Circular No. CIR./IMD/DF-1/20/2012 dated July 27, 2012 issued by SEBI, the availability of the Direct Online Applications
facility is subject to the Stock Exchange(s) putting in place the necessary systems and infrastructure, and accordingly the
aforementioned disclosures are subject to any further clarifications, notification, modification, deletion, direction, instructions and/or
correspondence that may be issued by the Stock Exchange(s) and/or SEBI.
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
General Instructions
(a)
(b)
(c)
(d)
Applications must be made only in the prescribed Application Form.

Applications must be completed in block letters in English as per the instructions contained in this Prospectus Tranche- II,
Abridged Prospectus and Application Form.
Ensure that the Applicants names (for Applications for the NCDs in dematerialised form) given in the Application Form is
exactly the same as the names in which the beneficiary account is held with the Depository Participant. Further, Application
should be in single or joint names (not exceeding three names). In case the Application Form is submitted in joint names, ensure
that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the
Application Form;
Applications must be for a minimum number of NCDs as mentioned in this Prospectus Tranche- II (for all Series of NCDs, either
53
(e)
(f)
(g)
(h)
(i)
(j)
(k)
taken individually or collectively). For the purpose of fulfilling the requirement of minimum application, an Applicant may choose
to apply for NCDs of the same Series or across different Series. Applicants may apply for one or more Series of NCDs Applied for
in a single Application Form.
Thumb impressions and signatures other than in English/Hindi/Gujarati/Marathi or any of the other languages specified in the
Eighth Schedule to the Constitution of India must be attested by a Magistrate or Notary Public or a Special Executive Magistrate
under his official seal.
Applicants should hold a valid PAN allotted under the Income Tax Act and mention it in the Application Form.
Applicants must tick the relevant box for the Category of Investor provided in the Application Form.
Applicants must tick the relevant box for the Mode of Application provided in the Application Form, choosing either ASBA or
Non-ASBA mechanism.
ASBA Applicants should correctly mention the ASBA Account number and ensure that funds equal to the Application Amount
are available in the ASBA Account.
Applications should be made by the Karta in case of HUFs. Applicants are required to ensure that the PAN details of the HUF are
mentioned and not those of the Karta.
No separate receipts will be issued for the Application Amount payable on submission of the Application Form. However, the
Lead Managers, Consortium Members, Trading Members of the Stock Exchange(s) at centres mentioned in the Application Form
or the Designated Branches of the SCSBs, as the case may be, will acknowledge the receipt of the Application Forms by stamping
the date and returning to the Applicants an acknowledgement slip which will serve as the duplicate of the Application Form for the
records of the Applicant.
The Company, the Members of the Syndicate, Trading Members of the Stock Exchange(s) at centres mentioned in the Application
Form, Designated Branches of SCSBs, and the Registrar to the Issue will not be liable for errors in data entry due to submission of
incomplete or illegible Application Forms.
Applicants Beneficiary Account and Bank Account Details
Applicants applying for Allotment in dematerialised form must mention their DP ID and Client ID in the Application Form, and ensure that
the name provided in the Application Form is exactly the same as the name in which the Beneficiary Account is held. In case the Application
Form for Allotment in dematerialised form is submitted in joint names, it should be ensured that the Beneficiary Account is held in the same
joint names and in the same sequence in which they appear in the Application Form. In case the DP ID, Client ID and PAN mentioned in
the Application Form for Allotment in dematerialised form and entered into the electronic system of the Stock Exchange(s) do not
match with the DP ID, Client ID and PAN available in the Depository database or in case PAN is not available in the Depository
database, the Application Form for Allotment in dematerialised form is liable to be rejected. Further, Application Forms submitted
by Applicants applying for Allotment in dematerialised form, whose beneficiary accounts are inactive, will be rejected.
On the basis of the DP ID and Client ID provided by the Applicant in the Application Form for Allotment in dematerialised form and entered
into the electronic system of the Stock Exchange(s), the Registrar to the Issue will obtain from the Depositories the Demographic Details of
the Applicant including PAN, address, bank account details for printing on refund orders/sending refunds through electronic mode, Magnetic
Ink Character Recognition (MICR) Code and occupation. These Demographic Details would be used for giving Allotment Advice and
refunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS), if any, to the Applicants. Hence, Applicants are
advised to immediately update their Demographic Details as appearing on the records of the DP and ensure that they are true and correct, and
carefully fill in their Beneficiary Account details in the Application Form. Failure to do so could result in delays in dispatch/credit of
refunds to Applicants and delivery of Allotment Advice at the Applicants sole risk, and neither the Company, the Members of the
Syndicate, Trading Members of the Stock Exchange(s), Escrow Collection Bank(s) at centres mentioned in the Application Form,
SCSBs, Registrar to the Issue nor the Stock Exchange(s) will bear any responsibility or liability for the same.
The Demographic Details would be used for correspondence with the Applicants including mailing of Allotment Advice and printing of bank
particulars on refund orders or for refunds through electronic transfer of funds, as applicable. Allotment Advice and physical refund orders
would be mailed at the address (in India) of the Applicant as per Demographic Details received from the Depositories. Delivery of refund
orders/ Allotment Advice may be delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In
such event, the address and other details provided by the Applicant (other than ASBA Applicants and Applicants using Direct Online
Applications through the online payment facility of the Stock Exchange(s) in the Application Form would be used only to ensure dispatch of
refund orders. In case of refunds through electronic modes detailed in this Prospectus Tranche- II, refunds may be delayed if bank particulars
obtained from the DP are incorrect. Any such delay will be at such Applicants sole risk and neither the Company, the Members of the
Syndicate, Trading Members of the Stock Exchange(s), Escrow Collection Bank(s) at centres mentioned in the Application Form,
SCSBs, Registrar to the Issue nor the Stock Exchange(s) will be liable to compensate the Applicant for any losses caused to the
Applicant due to any such delay, or to pay any interest for such delay.
In case of Applications made under power of attorney, the Company in its absolute discretion, reserves the right to permit the holder of the
power of attorney to request the Registrar to the Issue that for the purpose of printing particulars on the refund order and mailing of refund
orders/ Allotment Advice, the demographic details obtained from the Depository of the Applicant will be used. By signing the Application
Form, the Applicant would be deemed to have authorised the Depositories to provide to the Registrar to the Issue, on request, the required
Demographic Details available on their records. The Demographic Details provided by the Applicant in the Application Form would not be
used for any purpose by the Registrar to the Issue except in relation to the Tranche- II Issue.
With effect from August 16, 2010, the beneficiary accounts of Applicants for whom PAN details have not been verified shall be suspended
for credit and no credit of NCDs pursuant to the Tranche- II Issue will be made into the accounts of such Applicants. Application Forms
submitted by Applicants whose beneficiary accounts are inactive shall be rejected. Furthermore, in case no corresponding record is available
with the Depositories, which matches the three parameters, namely, DP ID, Client ID and PAN, then such Application are liable to be
rejected.
54
PAN
Any Application Form without the PAN (or submitting the GIR number instead of the PAN) is liable to be rejected, irrespective of
the amount of transaction. In accordance with SEBI circular dated April 27, 2007, the PAN would be the sole identification number for the
participants transacting in the Indian securities market, irrespective of the amount of transaction. Therefore, the Applicant (in the case of
Applications made in joint names, PAN allotted under the Income Tax Act of all the Applicant should be provided in the Application Form
and for HUFs, PAN of the HUF should be provided. For minor Applicants applying through the guardian, it is mandatory to mention the PAN
of minor Applicant. However, Applications on behalf of the Central or State Government officials and officials appointed by the courts in
terms of SEBI circular dated June 30, 2008 may be exempt from the requirement to specify their PAN for transacting in the Indian securities
market in terms of SEBI circular dated July 20, 2006. However, the exemption for the Central or State Government and the officials
appointed by the courts is subject to the DPs verifying the veracity of such claims by collecting sufficient documentary evidence in support of
their claims. At the time of ascertaining the validity of these Applications, the Registrar to the Issue will check under the Depository records
for the appropriate description under the PAN field i.e., exempt category.
Joint Applications
Applications may be made in single or joint names (not exceeding three). In the case of joint Applications, all payments will be made out in
favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form
and at the address mentioned therein.
Additional/Multiple Applications
For purposes of Allotment of NCDs in this Tranche- II Issue, Applications will be grouped based on the PAN, i.e., Applications under the
same PAN will be grouped together and treated as one Application. Two or more Applications will be deemed to be multiple Applications if
the sole or first applicant is one and the same. For the sake of clarity, two or more applications shall be deemed to be a multiple Application
for the aforesaid purpose if the PAN number of the sole or the first applicant is one and the same.
An Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs, subject to a minimum
Application size as mentioned in this Prospectus Tranche- II. Any Application for an amount below the aforesaid minimum Application
size will be deemed as an invalid application and shall be rejected. However, multiple Applications by the same individual Applicant
aggregating to a value exceeding Rs. 2.00 lakh shall deem such individual Applicant to be a Category III Applicant and all such Applications
shall be grouped in the Category III Portion, for the purpose of determining the basis of Allotment to such Applicant. Applications made by
any person in individual capacity and in capacity as a Karta of an HUF and/or as second or third Applicant in case of Applications made in
joint names will not be treated as a multiple Application. Moreover, a separate Application can be made in respect of each scheme of an MF;
such Applications will not be treated as multiple Applications.
Dos:
1.
Check if you are eligible to apply as per the terms of the relevant Shelf Prospectus, this Prospectus Tranche- II, Abridged Prospectus
and applicable law.
2.
Read all the instructions carefully and complete the Application Form in the prescribed form
3.
Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to
and/or seek Allotment of NCDs pursuant to the Tranche- II Issue.
4.
Applications are required to be in single or joint names (not more than three). In case the Application Form is submitted in joint names,
ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in
the Application Form
5.
Ensure that signatures other than in the languages specified in the Eighth Schedule to the Constitution of India are attested by a
Magistrate or a Notary Public or a Special Executive Magistrate under official seal.
6.
In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as
XYZ Hindu Undivided Family applying through PQR, where PQR is the name of the Karta.
7.
Ensure that the Application Forms (for non-ASBA Applicants) are submitted at the Collection Centres provided in the Application
Forms, bearing the stamp of a Member of the Syndicate or a Trading Members of the Stock Exchange, as the case may be.
8.
Ensure that the DP ID, Client ID and PAN mentioned in the Application Form are correct and match the details available in the
Depositorys database, and that the beneficiary account is activated for Allotment/trading of NCDs in dematerialised form.
9.
Ensure that you have been given a transaction registration slip (TRS) and an acknowledgment as proof of having accepted the
Application Form.
10. Ensure that the name(s) provided in the Application Form is exactly the same as the name(s) in which the beneficiary account is held
with the DP. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint
names and such names are in the same sequence in which they appear in the Application Form.
11. Except in the case of ASBA Applications and Direct Online Applications using the online payment facility offered through the Stock
Exchange(s), Applicants are requested to write their names and Application serial number on the reverse of the instruments by which
the payments are made.
12. Tick the relevant box for the Category of Investor provided in the Application Form.
55
13. Tick the relevant box for the Mode of Application provided in the Application Form, choosing either ASBA or Non-ASBA
mechanism.
14. Tick the Series of NCDs in the Application Form that you wish to apply for.
15. Ensure that you have obtained all necessary approvals from the relevant statutory and/or regulatory authorities to apply for, subscribe to
and/or seek Allotment of the NCDs.
16. Ensure that the Application Forms are submitted to a Member of the Syndicate or Trading Member of a Stock Exchange, as the case
may be, for Applications other than ASBA Applications/Direct Online Applications, before the closure of Application hours on the
Tranche Issue Closing Date. For information on the Issue programme, see Terms of the Issue Issue Period on page 33 of this
17. In case of revision of an Application during the Issue Period, ensure that you have first withdrawn your original Application and then
submit a fresh Application.
18. Ensure that the Demographic Details including PAN are updated, true and correct in all respects.
19. Permanent Account Number: It shall be mandatory for subscribers to the Tranche- II Issue to furnish their Permanent Account Number
and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction.
20. Applicants (other than ASBA Applicants) are requested to write their names and Application Form number on the reverse of the
instruments by which the payments are made.
The Reserve Bank of India has issued standard operating procedure in terms of paragraph 2(a) of RBI circular number
DPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013, detailing the procedure for processing CTS 2010 and non-CTS 2010
instruments in the three CTS grid locations.
SEBI Circular No. CIR/CFD/DIL/1/2011 dated April 29, 2011 stipulating the time between closure of the Issue and listing at 12
Working Days. In order to enable compliance with the above timelines, investors are advised to use CTS cheques or use ASBA
facility to make payment. Investors using non-CTS cheques are cautioned that applications accompanied by such cheques are liable
to be rejected due to any clearing delays beyond 6 Working Days from the date of the closure of the Tranche- II Issue to avoid any
delay in the timelines mentioned in the aforesaid SEBI Circular.
Donts:
1.
Do not apply if you are not competent to contract under the Indian Contract Act, 1872 or if you are otherwise ineligible to acquire
NCDs under applicable law or your relevant constitutional documents or otherwise.
2.
Do not apply such that the number of NCDs applied for exceeds the Shelf Limit/Tranche Issue size (including retention of
oversubscription for the respective tranche), and/or investment limit applicable to you under applicable laws or regulations.
3.
Do not make an Application for lower than the minimum Application size.
4.
Do not send Application Forms by post; instead submit the same to a Member of the Syndicate, Trading Member of a Stock Exchange
or Designated Branch of an SCSB, as the case may be. Applicants other than ASBA Applicants should not submit the Application Form
directly to the Escrow Collection Bank(s).
5.
Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is suspended or for
which details cannot be verified by the Registrar to the Issue.
6.
Do not submit the GIR number instead of the PAN, as the Application is liable to be rejected on this ground.
7.
Do not pay the Application Amount in cash, by money order or by postal order or by stockinvest.
8.
Do not submit the Application Forms without the full Application Amount for the number of NCDs applied for.
9.
Do not submit Applications on plain paper or on incomplete or illegible Application Forms.
10. Do not submit an Application in case you are not eligible to acquire NCDs under applicable law or your relevant constitutional
documents or otherwise.
11. Do not submit an Application that does not comply with the securities law of your respective jurisdiction.
12. Do not submit an Application to the Escrow Collection Bank(s), unless such Escrow Collection Bank is a Designated Branch of a SCSB
where the ASBA Account is maintained, in case of ASBA Application.
13. Do not apply if you are a person ineligible to apply for NCDs under the Tranche- II Issue including Applications by Persons Resident
Outside India, (inter-alia including NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or, (iii) residents/citizens
of the USA, and/or, (iv) subject to any taxation laws of the USA);
14. Applicants other than ASBA Applicants should not submit the Application Form directly to the Escrow Collection Banks/ Bankers to
the Issue, and the same will be rejected in such cases; and
15. Do not make an application of the NCDs on multiple copies taken of a single form.
56
Additional Instructions Specific to ASBA Applicants

Dos:
1.
Check if you are eligible to apply under ASBA;
2.
Ensure that you tick the ASBA option in the Application Form and provide correct details of your ASBA Account including bank
account number/bank name and branch;
3.
Ensure that your Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account is maintained or
with the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities, and not directly to the Escrow
Collection Bank(s) (assuming that such bank is not an SCSB) or to the Company or the Registrar to the Issue;
4.
Before submitting physical Application Form with the Member of the Syndicate at the Specified Cities ensure that the SCSB, whose
name has been filed in the Application Form, has a branch in that centre.
5.
In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to a Member of the
Syndicate, at the Specified Cities or Trading Member of the Stock Exchange(s), ensure that the SCSB where the ASBA Account, as
specified in the Application Form, is maintained has named at least one branch in that specified city for the Members of the Syndicate or
Trading Members of the Stock Exchange(s), as the case may be, to deposit Application Forms (A list of such branches is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries);
6.
Ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder; and
7.
Ensure that the ASBA Account holder has funds equal to the Application Amount in the ASBA Account before submitting the
Application Form.
8.
Ensure that you have correctly ticked, provided or checked the authorization box in the Application Form, or otherwise have provided
an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account equivalent to the Application Amount
mentioned in the Application Form;
9.
In terms of SEBI Circular no. CIR/CFD/DIL/1/2013 dated January 2, 2013, SCSBs making applications on their own account using
ASBA facility, should have a separate account in their own name with any other SEBI registered SCSB. Further, such account shall be
used solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for
ASBA applications; and
10. Ensure that you have received an acknowledgement from the Designated Branch or the Member of the Syndicate or Trading Member of
the Stock Exchange, as the case may be for submission of the Application Form.
Don'ts:
1.
Do not submit the Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts;
2.
Do not submit the Application Form to the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may
be, at a location other than the Specified Cities.
3.
Do not send your physical Application Form by post; instead submit the same to a Designated Branch of an SCSB or Member of the
Syndicate or Trading Members of the Stock Exchange(s), as the case may be, at the Specified Cities; and
Do not submit more than five Application Forms per ASBA Account.
4.
ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities
will not be accepted if the SCSB where the ASBA Account, as specified in the Application Form, is maintained has not named at least
one branch at that specified city for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be,
to
deposit
such
Application
Forms.
A
list
of
such
branches
is
available
at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. See Rejection of Applications on page 62 of this
Prospectus Tranche- II for information on rejection of Applications.
For further instructions, Applicants are advised to read this Prospectus Tranche- II, Abridged Prospectus and Application Form.
ADDITIONAL INSTRUCTIONS FOR APPLICANTS SEEKING ALLOTMENT OF NCDs IN PHYSICAL FORM
Only Applicants who do not have a demat account as on date of the Application shall be eligible to apply for Allotment of NCDs in the
physical form. Any Applicant who subscribes to the NCDs in physical form shall undertake the following steps:
Complete the Application Form in all respects, by providing all the information including PAN and Demographic Details.
However, do not provide DP details in the Application Form. The requirement for providing DP details shall be mandatory only for
Applicants who wish to subscribe to the NCDs in dematerialised form.
Provide the following documents with the Application Form:
(a)
Self-attested copy of the PAN card or proof of identification in case of Applications by or on behalf of the Central or
State Government and the officials appointed by the courts. Any one of the following documents shall be considered as
a verifiable proof of identification:
57
valid passport issued by the GoI; or

voters identity card issued by the GoI; or
valid driving license issued by any transport authority of the Republic of India; or
Government ID card; or
Defence ID card; or
ration card issued by the GoI
Aadhar Card,
Photo PAN Card.
(b)
Self-attested copy of proof of residence. Any of the following documents shall be considered as a verifiable proof of residence:
ration card issued by the GoI; or
valid driving license issued by any transport authority of the Republic of India; or
electricity bill (not older than three months);or
landline telephone bill (not older than three months); or
valid passport issued by the GoI; or
voters identity card issued by the GoI; or
society outgoing bills; or
AADHAR letter, issued by Unique Identification Authority of India, GoI.
(c)
Self-attested copy of a cancelled cheque of the bank account to which the amounts pertaining to payment of refunds, interest and
redemption, as applicable, should be credited. In the absence of such cancelled cheque, the Company reserves the right to
reject the Application or to consider the bank details given on the Application Form at its sole discretion. In such case the
Company, the Lead Managers and the Registrar to the Issue shall not be liable for any delays/errors in payment of refund
and/or interest.
The Applicant shall be responsible for providing the above information accurately. Delays or failure in credit of the payments due to
inaccurate details shall be at the sole risk of the Applicants and neither the Lead Managers nor the Company shall have any responsibility and
undertake any liability for the same. Applications for Allotment of the NCDs in physical form, which are not accompanied with the
abovestated documents, may be rejected at the sole discretion of the Company.
In relation to the issuance of the NCDs in physical form, note the following:
1.
An Applicant has the option to seek Allotment of NCDs in either dematerialised or physical mode. No partial Application for
the NCDs shall be permitted; any such partial Application is liable to be rejected.
2.
Any Applicant who provides Depository Participant details in the Application Form shall be allotted the NCDs in
dematerialised form only, irrespective of whether such applicant has provided the details required for Allotment in
physical form. Such Applicant shall not be Allotted NCDs in physical form.
3.
In case of NCDs issued in physical form, the Company will issue one certificate to the holders of the NCDs for the aggregate
amount of the NCDs for each of the Series of NCDs that are applied for (each such certificate, a (Consolidated NCD
Certificate).
4.
the Company shall dispatch the Consolidated NCD Certificate to the (Indian) address of the Applicant provided in the Application
Form, within the time and in the manner stipulated under the the Company Act.
All terms and conditions disclosed in relation to the NCDs held in physical form pursuant to rematerialisation shall be applicable mutatis
mutandis to the NCDs issued in physical form.
The Applicant shall be responsible for providing the above information and KYC documents accurately. Delay or failure in credit of
payments or receipt of Allotment Advice or NCD certificates due to inaccurate or incomplete details shall be at the sole risk of the
Applicants and the Lead Managers, the Company and the Registrar to the Issue shall have no responsibility and undertake no
liability in this relation. In case of Applications for Allotment of NCDs in physical form, which are not accompanied with the
aforestated documents, Allotment of NCDs in physical form may be held in abeyance by the Registrar to the Issue, pending receipt of
KYC documents.
Please note that allotment of NCDs in physical form can be done only if applicant does not hold any Demat account.
Consolidated list of documents required for various categories
For the sake of simplicity we hereby provide the details of documents mandatorily required to be submitted by various categories of
Applicants (who have applied for Allotment of the NCDs in dematerialised form) while submitting the Application Form:
58
Type of Investors
Public financial institutions, commercial banks authorized to invest

in the NCDs, companies within the meaning of section 3 of the
Companies Act, 2013 and bodies corporate registered under the
applicable laws in India and authorized to invest in the NCDs; State
Industrial Development Corporations; Companies; bodies corporate
and societies registered under the applicable laws in India and
authorized to invest in the NCDs
Insurance companies registered with the IRDA
Provident Funds, Pension Funds and National Investment Fund
Mutual Funds
Applicants through a power of attorney under Category I and II
Mandatory documents to be submitted with application form

(in addition to the documents required for applications for
Allotment of NCDs in physical form)
The Application must be accompanied by certified true copies of:
Any Act/ Rules under which they are incorporated
Board Resolution authorizing investments
Specimen signature of authorized person
The Application must be accompanied by certified copies of
Any Act/Rules under which they are incorporated
Registration documents (i.e. IRDA registration)
Resolution authorizing investment and containing operating
instructions (Resolution)
The Application must be accompanied by certified true copies of:
Any Act/Rules under which they are incorporated
Board Resolution authorizing investments
The Application must be also accompanied by certified true copies
of:
SEBI registration Certificate and trust deed (SEBI
Registration)
of:
A certified copy of the power of attorney or the relevant
resolution or authority, as the case may be
A certified copy of the memorandum of association and
articles of association and/or bye laws and/or charter
documents, as applicable, must be lodged along with the
Application Form.
Specimen signature of power of attorney holder/authorized
signatory as per the relevant resolution
Resident Indian individuals under Categories III & IV

Resident HUF under Categories III and IV
Power of Attorney under Category III and Category IV
Partnership firms in the name of the partners

Limited Liability partnership formed and registered under the
provisions of the Limited Liability Partnership Act, 2008 (No. 6 of
2009)
N.A.
of:
Self-attested copy of PAN card of HUF
Bank details of HUF i.e. copy of cancelled cheque indicating
HUF status of the applicant
Self-attested copy of proof of Address of karta, identity proof
of karta
of:
A certified copy of the power of attorney has to be lodge with
the Application Form
Partnership Deed
Any documents evidencing registration thereof under
applicable statutory/ regulatory requirements
PAYMENT INSTRUCTIONS
The entire Application Amount is payable at the time of submitting the Application Form. In case of ASBA Applicants, the entire Application
Amount will be blocked in the ASBA Account. In case of Allotment of a lesser number of NCDs than applied for, the Company will refund
the excess amount paid on Application to the Applicant (or the excess amount shall be unblocked in the ASBA Account, as the case may be).
Payment mechanism for Direct Online Applicants
Applicants making Direct Online Applications through the online platform must make payment using the online payment facility offered by
the Stock Exchange(s). Such online payments will be deposited in the Escrow Account(s) to be opened by the Company. See - Escrow
Mechanism for Applicants other than ASBA Applicants on page 60 of this Prospectus Tranche- II.
59
Payment mechanism for ASBA Applicants

ASBA Applicants are required to specify the ASBA Account number in the Application Form. ASBA Applications submitted to the Members
of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities will be uploaded onto the electronic platform of the
Stock Exchange(s) and deposited with the relevant branch of the SCSB at the specified city named by such SCSB to accept such ASBA
Applications from the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be (A list of such branches
is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). The relevant branch of the SCSB will perform
verification procedures and block an amount in the ASBA Account equal to the Application Amount specified in the ASBA Application.
For ASBA Applications submitted directly to the SCSBs, the relevant SCSB will block an amount in the ASBA Account equal to the
Application Amount specified in the ASBA Application, before entering the ASBA Application into the electronic platform. SCSBs may
provide the electronic mode of Application either through an internet enabled application and banking facility or such other secured,
electronically enabled mechanism for application and blocking of funds in the ASBA Account. For ASBA Applications, the SCSBs, will
block Application Amount only against/in a funded deposit account and ensure that clear demarcated funds are available for ASBA
Applications and no lien shall be marked against credit limits/overdraft facility of account holders for ASBA Application, in accordance with
SEBI circular CIR/CFD/DIL/12/2012 dated September 13, 2012.
ASBA Applicants should ensure that they have funds equal to the Application Amount in the ASBA Account before submitting the
ASBA Application to the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, at the
Specified Cities or to the Designated Branches of SCSBs. An ASBA Application where the corresponding ASBA Account does not
have sufficient funds equal to the Application Amount at the time of blocking the ASBA Account is liable to be rejected.
The Application Amount will remain blocked in the ASBA Account until approval of the Basis of Allotment and consequent transfer of the
amount to the Public Issue Account(s), or until withdrawal/failure of the Tranche- II Issue or until withdrawal/rejection of the Application
Form, as the case may be. Once the Basis of Allotment is approved, the Registrar to the Issue will send an appropriate request to the
controlling branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount pertaining to NCDs allocable to
the successful ASBA Applicants to the Public Issue Account(s). In case of withdrawal/failure of the issue/refund, the blocked amount will be
unblocked on receipt of such information from the Registrar to the Issue.
Escrow Mechanism for Applicants other than ASBA Applicants
We shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Applicants (except for ASBA Applicants)
shall draw cheques or demand drafts should be crossed A/c Payee only. All Applicants would be required to pay the full Application
Amount at the time of the submission of the Application Form. Cheques or demand drafts for the Application Amount received from
Applicants would be deposited by the Members of the Syndicate and Trading Members, as the case may be, in the Escrow Accounts.
Applicants must use only CTS compliant instruments and refrain from using NONCTS 2010 instruments for the payment of the
Application Amount.
Each Applicant (except for ASBA Applicants) shall draw a cheque or demand draft for the Application Amount as per the following terms:
a)
The payment instruments from the resident Applicants shall be payable into the Escrow Account drawn in favour of Escrow
Account IFCI NCD II Public Issue.
b)
Payments should be made by cheque, or a demand draft drawn on any bank (including a co-operative bank), which is situated at,
and is a member of or sub-member of the bankers clearing house located at the centre where the Application Form is submitted.
Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and Applications
accompanied by such cheques or bank drafts are liable to be rejected.
c)
The monies deposited in the Escrow Account will be held for the benefit of the Applicants until the Designated Date.
d)
On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the
Escrow Agreement, the Shelf Prospectus and this Prospectus Tranche- II into the Public Issue Account. The Escrow Collection
Banks shall also, upon receipt of instructions from the Lead Managers and the Registrar, transfer all amounts payable to
Applicants, who have not been allotted NCDs to the Refund Accounts.
The Escrow Collection Bank(s) shall transfer the funds from the Escrow Account into the Public Issue Account(s), as per the terms of the
Escrow Agreement and the Shelf Prospectus and this Prospectus Tranche- II.
The Company will open Escrow Account(s) with each of the Escrow Collection Bank(s) in whose favour the Applicants (other than ASBA
Applicants) will make out the cheque or demand draft in respect of their Application.
Cheques or demand drafts received for the full Application Amount from Applicants/payments received through the online payment facility
offered by Stock Exchange(s) would be deposited in the Escrow Account(s). All cheques/bank drafts accompanying the Application should
be crossed A/c Payee only and made payable to Escrow Account IFCI NCD II Public Issue.
Application Amounts paid through the online payment facility of the Stock Exchange(s) will also be deposited in the Escrow Account(s).
The Escrow Collection Bank(s) will maintain the monies in the Escrow Account(s) until documents for creation of security for the NCDs are
executed. The Escrow Collection Bank(s) will not exercise any lien whatsoever over the monies deposited therein and will hold the monies
therein in trust for the Applicants. On the Designated Date, the Escrow Collection Bank(s) will transfer the funds represented by Allotment of
NCDs (other than in respect of Allotment to successful ASBA Applicants) from the Escrow Account(s), as per the terms of the Escrow
Agreement, into the Public Issue Account(s), provided that the Company will have access to such funds only after receipt of final listing and
trading approvals from the Stock Exchange(s) and execution of the Debenture Trust Deed and security documents. The balance amount after
transfer to the Public Issue Account(s) will be transferred to the Refund Account. Payments of refund to the relevant Applicants will be made
from the Refund Account as per the terms of the Escrow Agreement and this Prospectus Tranche- II.
60
Payment into Escrow Account

Each Applicant will draw a cheque or demand draft or remit the funds electronically through the mechanisms for the Application Amount as
per the following terms:
(a)
All Applicants would be required to pay the full Application Amount for the number of NCDs applied for, at the time of the submission
of the Application Form.
(b)
The Applicants will, with the submission of the Application Form, draw a cheque/demand draft for the full Application Amount in
favour of the Escrow Account and submit the same to Escrow Collection Bank(s). If the payment is not made favouring the Escrow
Account with the Application Form, the Application is liable to be rejected. Application Forms accompanied by cash, stock
invest, money order or postal order will not be accepted.
(c)
The cheque/demand draft for payment into the Escrow Account should be drawn in favour of Escrow Account IFCI NCD II Public
Issue.
(d)
Payments should be made by cheque or demand draft drawn on any bank (including a cooperative bank) which is situated at and is a
member of or sub-member of the bankers clearing house located at the centre where the Application Form is submitted. Outstation
cheques, post-dated cheques and cheques/bank drafts drawn on banks not participating in the clearing process will not be
accepted and Applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stockinvest /money
orders/postal orders will not be accepted. Cheques without the nine digit MICR code are liable to be rejected.
(e)
Applicants are advised to provide the number of the Application Form on the reverse of the cheque or bank draft to avoid misuse of
instruments submitted with the Application Form.
(f)
The monies deposited in the Escrow Accounts will be held for the benefit of the Applicants (other than ASBA Applicants) till the
Designated Date.
(g)
On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Accounts as per the terms of the Escrow
Agreement into the Public Issue Account(s) with the Bankers to the Issue and the refund amount shall be transferred to the Refund
Account.
Payment by cash/stockinvest/money order

Payment through cash/stockinvest/money order will not be accepted in the Tranche- II Issue.
Online Applications
The Company may decide to offer an online Application facility for the NCDs, as and when permitted by applicable laws, subject to the terms
and conditions prescribed.
SUBMISSION OF DULY COMPLETED APPLICATION FORMS
Mode of Submission of Application Forms
Direct Online Applications
ASBA Applications
Non-ASBA Applications (other than Direct Online Applications)
To whom the Application Form has to be submitted

Online submission through the online platform and online payment
facility offered by the Stock Exchange(s).
(i) If using physical Application Form, (a) to the Members of the
Syndicate or Trading Members of the Stock Exchange(s) only at the
Specified Cities (Syndicate ASBA), or (b) to the Designated
Branches of SCSBs where the ASBA Account is maintained; or
(ii) If using electronic/ online Application Form, to the SCSBs,
electronically through internet banking facility, if available.
The Members of the Syndicate or Trading Members of the Stock
Exchange(s) at the centres mentioned in the Application Form..
Note: Applications for Allotment in physical form can be made only
by using non-ASBA Applications (other than Direct Online
Applications).
No separate receipts will be issued for the Application Amount payable on submission of Application Form. However, the Lead
Managers/ Consortium Members / Trading Members of Stock Exchange(s) will acknowledge the receipt of the Application Forms by
stamping the date and returning to the Applicants an acknowledgement slip which will serve as a duplicate Application Form for the records
of the Applicant.
Syndicate ASBA Applicants must ensure that their ASBA Applications are submitted to the Members of the Syndicate or Trading Members
of the Stock Exchange(s) only at the Specified Cities. ASBA Applications submitted to the Members of the Syndicate or Trading Members of
the Stock Exchange(s) at the Specified Cities will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA
Application, is maintained has not named at least one branch at that Specified City for the Members of the Syndicate or Trading Members of
the Stock Exchange(s), as the case may be, to deposit ASBA Applications. A list of such branches is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries. For information on the Issue programme and timings for
submission of Application Forms, see Terms of the Issue Issue Period on page 33 of this Prospectus Tranche- II.
61
Applicants other than ASBA Applicants are advised not to submit Application Forms directly to Escrow Collection Bank(s); and the
same are liable to be rejected and the Applicants will not be entitled to any compensation whatsoever.
Submission of Direct Online Applications
Please refer Submission of Direct Online Applications on page 53 of this Prospectus Tranche- II.
Submission of ASBA Applications
Please refer Submission of ASBA Applications on page 52 of this Prospectus Tranche- II.
Submission of Non-ASBA Applications (other than Direct Online Applications)
Please refer Submission of Non-ASBA Applications (other than Direct Online Applications) on page 53 of this Prospectus Tranche- II.
Submission of Non- ASBA Applications for Allotment of the NCDs in physical form
Please refer Submission of Non-ASBA Applications for Allotment of NCDs in the physical form on page 52 of this Prospectus TrancheII.
REJECTION OF APPLICATIONS
The Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without
assigning any reason thereof. Applications would be liable to be rejected on one or more technical grounds, including but not restricted to the
following:
Applications where a registered address in India is not provided for the Applicant.
Applications by persons who are not eligible to acquire NCDs of the Company in terms of applicable laws, rules, regulations, guidelines
and approvals, including Applications by persons not competent to contract under the Indian Contract Act, 1872 (including a minor
without a guardian name) and Applications by OCBs.
In case of partnership firms, NCDs may be registered in the names of the individual partners and no firm as such will be entitled to
apply. However, a limited liability partnership firm can apply in its own name.
In case of Applications under power of attorney or by corporates, trusts, societies, etc., relevant documents are not submitted.
Applications accompanied by Stock invest/money order/postal order/cash.
Applications for an amount below the minimum Application size or for an amount less than NCDs applied for. However, the Company
may allot NCDs up to the value of application monies paid, if such application monies exceed the minimum application size as
prescribed hereunder.
Applications for amounts greater than the maximum permissible amounts prescribed by the regulations and applicable law.
Applications without payment of the entire Application Amount. However, the Company may Allot NCDs up to the value of
Application Amounts paid, if such Application Amounts exceed the minimum Application size prescribed hereunder.
Application Amount paid not tallying with the number of NCDs applied for. However, the Company may Allot NCDs up to the value of
Application Amounts paid, if such Application Amounts exceed the minimum Application size prescribed hereunder.
Applications for a number of NCDs which is not in a multiple of one. However, the Company may allot NCDs upto lower integer if
such Application Amount exceeds one NCD.
Submission of more than five ASBA Applications per ASBA Account.
PAN not mentioned in the Application Form, except for Applications by or on behalf of the Central or State Government and the
officials appointed by the courts, provided such claims have been verified by the DPs.
GIR number furnished instead of PAN.
DP ID, Client ID and bank account not mentioned in the Application Form, in case of Allotment in dematerialised form.
ASBA Applications not having details of the ASBA Account to be blocked.
Authorisation to the SCSB for blocking funds in the ASBA Account not provided.
Signature of sole and/or joint Applicants missing. In case of joint Applicants, the Application Forms not being signed by each of the
joint Applicants (in the same sequence as they appear in the records of the Depository).
ASBA Application Forms not signed by the ASBA Account holder, if the ASBA Account holder is different from the Applicant.
Application Forms submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) does not bear the stamp of
the relevant Member of the Syndicate or Trading Member of the Stock Exchange(s), as the case may be. ASBA Applications submitted
directly to the Designated Branches of SCSBs does not bear the stamp of the SCSB and/or the Designated Branch and/or Member of the
Syndicate or Trading Members of the Stock Exchange(s), as the case may be.
In case of Allotment in dematerialised form, no corresponding record is available with the Depositories that matches three parameters,
namely, DP ID, Client ID and PAN or if PAN is not available in the Depository database.
With respect to ASBA Applications, inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount
specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is
received from the SCSB for blocking of funds.
Applications by persons debarred from accessing capital markets, by SEBI or any other regulatory authority.
Applications not uploaded on the terminals of the Stock Exchange(s).
Applications uploaded after the expiry of the allocated time on the Tranche Issue Closing Date, unless extended by the Stock
Exchange(s), as applicable.
Applications by Applicants whose beneficiary accounts have been 'suspended for credit' pursuant to the circular issued by SEBI on July
29, 2010 bearing number CIR/MRD/DP/22/2010.
ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at locations other than
the Specified Cities or at a Designated Branch of a SCSB where the ASBA Account is not maintained, and ASBA Applications
submitted directly to an Escrow Collection Bank (assuming that such bank is not a SCSB), to the Company or the Registrar to the Issue.
Application Forms not delivered by the Applicant within the time prescribed as per the Application Form, Shelf Prospectus and this
Prospectus Tranche- II and as per the instructions in the Application Form, Shelf Prospectus and this Prospectus Tranche- II.
62
Application Form accompanied with more than one payment instructions/ cheque.
Date of Birth for first/sole Applicant for persons applying for Allotment of NCDs in physical form not mentioned in the Application
Form.
SCSB making an ASBA application (a) through an ASBA Account maintained with its own self or (b) through an ASBA account
maintained through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its
own name, which ASBA Account is not utilised for the purpose of applying in public issue.
With respect to non-ASBA Applicants, Applications where clear funds are not available in Applicants Accounts as per final certificates
from Escrow Collection Bank(s).
Applications by persons/entities who have been debarred from accessing the capital markets by SEBI.
Where PAN details in the Application Form and as entered into the electronic platform of the stock exchange(s), are not as per the
records of the Depositories.
In case of Applicants applying for the NCDs in physical form, if the address of the Applicant is not provided in the Application Form.
ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at the Specified Cities
will not be accepted if the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has not named at least one
branch at that Specified City for the Members of the Syndicate or Trading Members of the Stock Exchange(s), as the case may be, to
deposit ASBA Applications (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries).
For information on certain procedures to be carried out by the Registrar to the Issue for finalisation of the Basis of Allotment, see Information for Applicants on page 65 of this Prospectus Tranche- II. For information on payment of refunds, see Terms of the Issue Payment of Refunds on page 64 of this Prospectus Tranche- II.
ELECTRONIC REGISTRATION OF APPLICATIONS
(a)
The Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs, as the case may
be, will register Applications using the online facilities of the Stock Exchange(s). There will be at least one online connection in
each city where Applications are being accepted. Direct Online Applications will be registered by Applicants using the online
platform offered by the Stock Exchange(s). the Company, the Members of the Syndicate, Trading Members of the Stock
Exchange(s), Escrow Collection Bank(s) and the Registrar to the Issue are not responsible for any acts, mistakes or errors
or omission and commissions in relation to: (i) Applications accepted by the SCSBs, (ii) Applications uploaded by the
SCSBs, (iii) Applications accepted but not uploaded within the time permitted by the Stock Exchange(s) by the SCSBs, (iv)
Applications accepted and uploaded by the SCSBs without blocking funds in the ASBA Accounts, (v) Applications
accepted by the Trading Members of the Stock Exchange(s), or (vi) any Online Direct Applications.
(b)
In case of apparent data entry error by the Lead Managers, Members of the Syndicate, Trading Members of the Stock Exchange(s),
Escrow Collection Bank(s) or Designated Branches of SCSBs, as the case may be, in entering the Application Form number in
their respective schedules other things remaining unchanged, the Application Form may be considered as valid and such
exceptions may be recorded in minutes of the meeting submitted to the Designated Stock Exchange.
(c)
The Stock Exchange(s) will offer an electronic facility for registering Applications, which will be available during the Issue Period
on the terminals of the Consortium Members and Sub-Consortium Members, Trading Members of the Stock Exchange(s) and the
SCSBs. The Members of the Syndicate and Trading Members of the Stock Exchange(s) can also set up facilities for offline
electronic registration of Applications subject to the condition that they will subsequently upload the offline data file into the
online facilities for Applications on a regular basis, and before the expiry of the allocated time on the Tranche Issue Closing Date.
On the Tranche Issue Closing Date, the Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated
Branches of SCSBs will upload Applications until such time as may be permitted by the Stock Exchange(s). This information will
be available with the Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs
on a regular basis. A high inflow of Applications on the Tranche Issue Closing Date may lead to some Applications received
on such day not being uploaded; such Applications will not be considered for allocation. Applicants are therefore advised
to submit their Applications well in advance of the closing time of acceptance of Applications on the Tranche Issue Closing
Date. For further information on the Issue programme, see Terms of the Issue Issue Period on page 33 of this Prospectus
Tranche- II.
(d)
At the time of registering each Application, other than ASBA Applications and Direct Online Applications, the Members of the
Syndicate or Trading Members of the Stock Exchange(s) will enter the requisite details of the Applicants in the online system
including:
Application Form number
PAN of the sole/first Applicant
Investor category and sub-category
DP ID
Client ID
Series of NCDs applied for
Number of NCDs Applied for in each Series of NCD
Price per NCD
Application amount
Cheque number
(e)
With respect to ASBA Applications submitted directly to the SCSBs at the time of registering each Application, the Designated
Branches will enter the requisite details of the Applicants in the online system including:
63

DP ID
Client ID
Price per NCD
Bank code for the SCSB where the ASBA Account is maintained
Bank account number
Application amount
(f)
With respect to ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock Exchange(s) at
the Specified Cities, at the time of registering each Application, the requisite details of the Applicants will be entered in the online
system including:
DP ID
Client ID
Price per NCD
Bank code for the SCSB where the ASBA Account is maintained
Location of Specified City
Bank account number
Application amount
(g)
A system generated acknowledgement slip will be issued to the Applicant as a proof of the registration of each Application. It is
the Applicants responsibility to obtain the acknowledgement slip stamped with date from the Members of the Syndicate,
Trading Members of the Stock Exchange(s) and Designated Branches of the SCSBs, as the case may be. Registration of the
Application by the Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of
SCSBs, as the case may be, does not guarantee that NCDs will be allocated/Allotted by the Company. The
acknowledgement slip will be non-negotiable and by itself will not create any obligation of any kind.
(h)
Applications can be rejected on the technical grounds listed on page 62 of this Prospectus Tranche- II or if all required information
is not provided or the Application Form is incomplete in any respect.
(i)
The permission granted by the Stock Exchange(s) to use their network and software of the online system should not in any way be
deemed or construed to mean that the compliance with various statutory and other requirements by the Company and/or the Lead
Managers are cleared or approved by the Stock Exchange(s); nor does it in any manner warrant, certify or endorse the correctness
or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the
financial or other soundness of the Company, the management or any scheme or project of the Company; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Shelf Prospectus; nor does
it warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange(s).
(j)
Only Applications that are uploaded on the online system of the Stock Exchange(s) will be considered for allocation/Allotment.
The Members of the Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs will capture all
data relevant for the purposes of finalising the Basis of Allotment while uploading Application data in the electronic systems of
the Stock Exchange(s). In order that the data so captured does not match with the Depository details, the Members of the
Syndicate, Trading Members of the Stock Exchange(s) and Designated Branches of SCSBs will have up to one Working Day after
the Tranche Issue Closing Date to modify/verify certain selected fields uploaded in the online system during the Issue Period after
which the data will be sent to the Registrar to the Issue for reconciliation with the data available with the NSDL and CDSL.
BASIS OF ALLOTMENT
Please refer Terms of the Issue Basis of Allotment on page 35 of this Prospectus Tranche- II.
PAYMENT OF REFUNDS
Please refer Terms of the Issue Payment of Refunds on page 64 of this Prospectus Tranche- II.
ALLOTMENT OF NCDs AND ISSUANCE OF ALLOTMENT ADVICE
The Company reserves, in its absolute and unqualified discretion and without assigning any reason therefor, the right to reject any
Application in whole or in part. The unutilised portion of the Application Amount(s) will be refunded to the Applicant by an account payee
cheque/demand draft. In case the cheque payable at par facility is not available, the Company reserves the right to adopt any other suitable
mode of payment.
The Company will use best efforts to ensure that all steps for completion of the necessary formalities for Allotment, listing and
commencement of trading at the Stock Exchange(s) where the NCDs are proposed to be listed are taken within 12 Working Days of the
Tranche Issue Closing Date. The Company will ensure dispatch of Allotment Advice/refund orders within 12 Working Days of the Tranche
Issue Closing Date and/or issue instructions for credit of NCDs to the respective beneficiary accounts with DPs for successful Applicants who
64
have been Allotted NCDs in dematerialised form within 12 Working Days of the Tranche Issue Closing Date. Allotment Advice for
successful Applicants who have been Allotted NCDs in dematerialised form will be mailed to their addresses (in India) as per the
Demographic Details received from the Depositories.
The Company will credit the Allotted NCDs to the respective beneficiary accounts/dispatch the Allotment Advice/refund orders, as the case
may be, by speed/registered post at the Applicants sole risk within 12 Working Days of the Tranche Issue Closing Date and shall list the
NCDs within 12 Workings Days as prescribed by SEBI. The Company in default will be liable to pay interest at the applicable rate for delay
beyond 8 days from the time the Company becomes liable to repay any amount on account of refund, as may be prescribed under the
Companies Act, 1956/ Companies Act, 2013. The Company will provide adequate funds required for dispatch of refund orders and Allotment
Advice, as applicable, to the Registrar to the Issue.
OTHER INFORMATION
Information for Applicants
In case of ASBA Applications submitted to the SCSBs, in terms of SEBI circular dated April 22, 2010, the Registrar to the Issue will
reconcile the compiled data received from the Stock Exchange(s) and all SCSBs, and match the same with the Depository database for
correctness of DP ID, Client ID and PAN. The Registrar to the Issue will undertake technical rejections based on the electronic details and the
Depository database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with
the Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per the Depository records
for such ASBA Applications or treat such ASBA Applications as rejected.
In case of ASBA Applicants submitted to the Members of the Syndicate and Trading Members of the Stock Exchange(s) at the Specified
Cities, the Basis of Allotment will be based on the validation by the Registrar to the Issue of the electronic details with the Depository
records, and the complete reconciliation of the final certificates received from the SCSBs with the electronic details in terms of SEBI circular
dated April 29, 2011. The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository
database. In case of any discrepancy between the electronic data and the Depository records, the Company, in consultation with the
Designated Stock Exchange, the Lead Managers and the Registrar to the Issue, reserves the right to proceed as per the Depository records or
treat such ASBA Application as rejected.
In case of non-ASBA Applications and Direct Online Applications, the Basis of Allotment will be based on the validation by the Registrar to
the Issue of the electronic details with the Depository records, and the complete reconciliation of the final certificates received from the
Escrow Collection Bank(s) with the electronic details in terms of SEBI circular dated April 22, 2010 and SEBI circular dated April 29, 2011.
The Registrar to the Issue will undertake technical rejections based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, the Company, in consultation with the Designated Stock Exchange, the
Lead Managers, the Registrar to the Issue, reserves the right to proceed as per the Depository records or treat such Applications as rejected.
Based on the information provided by the Depositories, the Company will have the right to accept Applications belonging to an account for
the benefit of a minor (under guardianship). In case of Applications for a higher number of NCDs than specified for that category of
Applicant, only the maximum amount permissible for such category of Applicant will be considered for Allotment.
Withdrawal of Applications during the Issue Period
Withdrawal of Direct Online Applications
Direct Online Applications may be withdrawn in accordance with the procedure prescribed by the Stock Exchange(s).
Withdrawal of ASBA Applications
ASBA Applicants may withdraw their ASBA Applications during the Issue Period by submitting a request in writing to a Member of the
Syndicate, Trading Member of the Stock Exchange(s) or a Designated Branch of an SCSB, as the case may be, through whom the ASBA
Application had been placed. In case of ASBA Applications submitted to the Members of the Syndicate or Trading Members of the Stock
Exchange(s) at the Specified Cities, on receipt of the request for withdrawal from the ASBA Applicant, the relevant Member of the Syndicate
or Trading Member of the Stock Exchange(s), as the case may be, will do the requisite, including deletion of details of the withdrawn ASBA
Application Form from the electronic platform of the Stock Exchange(s). In case of ASBA Applications submitted directly to the Designated
Branch of the SCSB, on receipt of the request for withdrawal from the ASBA Applicant, the relevant Designated Branch will do the requisite,
including deletion of details of the withdrawn ASBA Application Form from the electronic platform of the Stock Exchange(s) and unblocking
funds in the ASBA Account directly.
Withdrawal of Non-ASBA Applications (other than Direct Online Applications)
Non-ASBA Applicants can withdraw their Applications during the Issue Period by submitting a request in writing for the same to the
Member of the Syndicate or Trading Member of the Stock Exchange(s), as the case may be, through whom the Application had been made.
On receipt of the request for withdrawal from the Applicant, the relevant Member of the Syndicate or Trading Member of the Stock
Exchange(s), as the case may be, will do the requisite, including deletion of details of the withdrawn Non-ASBA Application Form from the
electronic platform of the Stock Exchange(s).
Withdrawal of Applications after the Issue Period
In case an Applicant (ASBA as well as Non-ASBA) wishes to withdraw an Application after the Issue Closing Date, the same can be done by
submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the Basis of Allotment. The Registrar to the Issue will
delete the withdrawn Application from the electronic file provided by the Stock Exchange(s) and a) issue instruction to the Refund Banker for
refund of application amount (in case of Non-ASBA Application) b) SCSB for unblocking the ASBA Account (in case of ASBA
Applications).
65
Revision of Applications
Applicants may revise/modify their Application details during the Issue Period, as allowed/permitted by the Stock Exchange(s), by submitting
a written request to a Member of the Syndicate/Trading Member of the Stock Exchange(s)/Designated Branch of an SCSB, as the case may
be. However, for the purpose of Allotment, the date of original upload of the Application will be considered in case of such
revision/modification. Revision of Applications is not permitted after the expiry of the time for acceptance of Application Forms on the
Tranche Issue Closing Date. In case of any revision of Application in connection with any of the fields which are not allowed to be
modified on the online Application platform of the Stock Exchange(s) as per the procedures and requirements prescribed by each
relevant Stock Exchange, Applicants should ensure that they first withdraw their original Application and submit a fresh
Application. In such a case the date of the new Application will be considered for date priority for Allotment purposes.
Depository Arrangements for Applicants Applying for Allotment in Dematerialised Form
The Company has made depository arrangements with NSDL and CDSL for issue and holding of the NCDs in dematerialised form. Tripartite
Agreements have been executed between the Company, the Registrar to the Issue and both the Depositories. As per the Depositories Act,
NCDs issued by us can be held in a dematerialised form. In this context:
i.
The Company has entered into Tripartite Agreements dated November 9, 2011 with the Registrar to the Issue and NSDL and dated
November 3, 2011 with the Registrar to the Issue and CDSL, respectively for offering depository option to the Applicants.
ii.
An Applicant must have at least one beneficiary account with any of the DPs of NSDL or CDSL prior to making the Application.
iii.
The Applicant must necessarily provide the DP ID and Client ID details in the Application Form.
iv.
NCDs Allotted to an Applicant in the electronic form will be credited directly to the Applicants respective beneficiary account(s)
with the DP.
v.
Applications can be in single or joint names (not exceeding three names). If the Application Form is submitted in joint names,
Applicants should ensure that the demat account is also held in the same joint names, and the names are in the same sequence in
which they appear in the Application Form.
vi.
Non-transferable Allotment Advice/refund orders will be directly sent to the Applicant by the Registrar to the Issue.
vii.
It may be noted that NCDs in electronic form can be traded only on Stock Exchange(s) having electronic connectivity with NSDL
or CDSL. BSE and NSE have connectivity with NSDL and CDSL.
viii.
Interest or other benefits with respect to NCDs held in dematerialised form will be paid to those NCD holders whose names appear
on the list of beneficial owners provided by the Depositories to us as on Record Date. In case of those NCDs for which the
beneficial owner is not identified by the Depository as on the Record Date/book closure date, the Company would keep in
abeyance the payment of interest or other benefits, until such time that the beneficial owner is identified by the Depository and
conveyed to the Company, whereon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30
days.
ix.
Trading of the NCDs on the floor of the Stock Exchange(s) will be in dematerialised form only.
See - Instructions for completing the Application Form - Applicants Beneficiary Account and Bank Account Details on page 54 of this
Prospectus Tranche- II
The NCDs will cease to trade from the Record Date prior to the Maturity Date.
Trading of NCDs on the floor of the Stock Exchange(s) will be in dematerialised form only in multiples of one NCD.
Allottees will have the option to re-materialise the NCDs Allotted in the Tranche- II Issue as per the Companies Act, 2013 and the
Depositories Act.
Interest in case of Delay
The Company undertakes to pay interest in connection with any delay in Allotment, dematerialised credit and refunds, beyond the time limits
prescribed under applicable statutory and/or regulatory requirements, at such rates as stipulated under applicable statutory and/or regulatory
requirements.
Impersonation
Please refer Terms of the Issue Impersonation on page 44 of this Prospectus Tranche- II.
Pre-closure/Extension
The Company, in consultation with the Lead Managers, reserves the right to close or extend the Tranche- II Issue at any time prior to the
Tranche Issue Closing Date. In the event of such early closure or extension of the subscription list of the Tranche- II Issue, the Company shall
ensure that public notice of such early closure/extension is published on or before such early date of closure or the Tranche Issue Closing
Date, as applicable, through advertisement(s) in a leading national daily newspaper. The Company will Allot NCDs with respect to the
Applications received at/until the time of such pre-closure in accordance with the Basis of Allotment as described in - Basis of Allotment
on page 35 of this Prospectus Tranche- II.
66
Filing of the Shelf Prospectus and Prospectus Tranche- II with the RoC
A copy of the Shelf Prospectus and this Prospectus Tranche- II has been filed with RoC in accordance with Section 26 and Section 31 of the
Companies Act, 2013 and the Shelf Prospectus shall be valid for a period not exceeding one year from the first Tranche Issue Opening Date.
Communications
Communications in connection with Applications made in the Tranche- II Issue should be addressed to the Registrar to the Issue, quoting all
relevant details including the full name of the sole/first Applicant, Application Form number, Applicants DP ID, Client ID and PAN, number
of NCDs applied for, date of the Application Form, name and address of the Member of the Syndicate, Trading Member of the Stock
Exchange(s) or Designated Branch of the SCSB, as the case may be, where the Application was submitted, and cheque/draft number and
issuing bank thereof, or with respect to ASBA Applications, the ASBA Account number in which an amount equivalent to the Application
Amount was blocked.
Applicants may contact the Compliance Officer and/or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such
as non-receipt of Allotment Advice, refunds, interest on Application Amount or credit of NCDs in the respective beneficiary accounts, as the
case may be.
Grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the relevant SCSB. Grievances
relating to Direct Online Applications may be addressed to the Registrar to the Issue, with a copy to the relevant Stock Exchange.
67
SECTION IV OTHER INFORMATION

RECENT MATERIAL DEVELOPMENTS
Other than as described below, there are no recent material developments in relation to the Company since the filing of the Shelf Prospectus
with the ROC, Stock Exchanges and SEBI, including in respect of disclosure under the sections titled Risk Factors, Selected Financial
Information, Capital Structure, Industry Overview, Business, History and Certain Corporate Matters, Management,
Promoter, Description of Certain Indebtedness, Regulations and Policies, Outstanding Litigation, Material Developments,
Main Provisions of the Articles of Association and Annexure A, B, C, D and E of the Shelf Prospectus. The Company further confirms
that the Prospectus contains all material disclosures which are true and adequate to enable prospective investors to make an informed
investment decision in the Tranche- II Issue, and does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
I.
RISK FACTORS
The Company has disclosed in the Shelf Prospectus, the Reformatted Financial Statements for the Fiscal ended March 31, 2014,
March 31, 2013, March 31, 2012, March 31, 2011 and March 31, 2010. In light of the above, Investors should note the following
additional risk factor in relation to this Issue which shall be read together with Annexure C: Limited Review Report on
Unaudited Financial Results for the period ended September 30, 2014 together with the Unaudited (Standalone) Financial
Results for the half year ended September 30, 2014 of this Prospectus Tranche- II, in addition to the risk factors disclosed in the
section titled Risk Factors on page 9 of the Shelf Prospectus.
Our financial results for the half year ended September 30, 2014 have been subjected to limited review by our statutory
auditors, and the audited results for the same period may be materially different from the present results.
In terms of the SEBI Regulations and the listing agreement entered into between us and the Stock Exchanges, where our securities
are currently listed, we prepare half yearly financial results subject to limited review by our statutory auditors in the format
specified in the listing agreement. Accordingly, we have disclosed in the Limited Review Financial Statements for the Half Year
ended September 30, 2014 as Annexure C of this Prospectus Tranche- II. However, we cannot assure you that our actual
audited results for the same period will not be materially different from the Limited Review Financial Statements.
II.
CAPITAL STRUCTURE
Public Issue of Bonds
On October 13, 2014, the Company filed the Prospectus Tranche- I with the RoC, SEBI, Designated Stock Exchange and NSE for
the Tranche- I Issue. The Tranche- I Issue opened for subscription on October 20, 2014 and closed for subscription on November
21, 2014, pursuant to which an aggregate amount of Rs. 1209.187 crore was raised by the Company under the Tranche- I Issue.
The Deemed Date of Allotment for Tranche- I Issue was December 1, 2014.
List of top 10 holders of Equity Shares of the Company as on December 12, 2014:
S. No.
Name of the Shareholder
1.
2.
3.
4.
President of India
Life Insurance Corporation of India
Government Pension Fund Global
Nippon Investment and Finance
Company Private Limited
Goldman Sachs Investments
(Mauritius) I Limited
General Insurance Corporation of
India
Canara Bank-Mumbai
Swiss Finance Corporation
(Mauritius) Limited
MV SCIF Mauritius
Central Bank of India
Total
5.
6.
7.
8.
9.
10.
No. of Equity Shares

held
No. of Equity Shares

in Demat form
92,30,00,000
6,19,44,644
2,54,37,454
1,85,20,000
92,30,00,000
6,19,34,044
2,54,37,454
1,85,20,000
Total Shareholding as
% of total number of
Equity Shares
55.53
3.73
1.53
1.11
1,77,93,413
1,77,93,413
1.07
1,65,02,700
1,65,00,000
0.99
1,47,56,746
1,22,75,022
1,26,41,746
1,22,75,022
0.89
0.74
1,20,51,895
1,11,49,026
1,11,34,30,900
1,20,51,895
1,11,49,026
1,11,13,02,600
0.73
0.67
66.99
68
List of Top 10 holders of bonds

The Top 10 holders of bonds, on a cumulative basis for all outstanding bonds, as at December 12, 2014:
S. No.
State Bank of India
LIC of India
Indian Oil Corporation

Employees PRMB Fund
Punjab National Bank
III.
Name of bond holder
Limited-
Food Corporation of India CP Fund

Trust
Indian Oil Corporation Limited (RD)

Employees PF
7
8
The South Canara District Central

Cooperative Bank
Bank of Baroda
Board of Trustees MSRTC CPF
10
Trustees GEB's CP Fund
Number
of
Instrument held
Face
Value
Per Bond
150
47,48,342
10,00,000
25,61,050
31,756
2,000
60,000
250
300
18,86,456
1,447
2,100
10,000
20,000
8,000
1,099
5,401
12,000
1,750
10,00,000
1,000
1,000
1,000
1,00,000
10,00,000
10,000
10,00,000
1,00,000
1,000
10,00,000
1,00,000
25,000
10,000
5,000
10,00,000
1,00,000
10,000
10,00,000
13,06,000
3,645
938
6,14,000
8,000
3,161
6,640
1,64,000
1,000
1,00,000
10,00,000
1,000
10,00,000
1,00,000
10,000
1,000
Amount
(Rs. in crore)
%age
589.83
6.22
573.66
6.05
260.00
2.74
216.64
2.29
214.70
2.27
175.91
1.86
175.00
1.85
167.05
1.76
155.20
1.64
138.65
1.46
BUSINESS
1.
Key financial parameters on standalone basis for the last three audited years and unaudited period of six months
ended on September 30, 2014:
S. No.
Particulars
1.
2.
Net worth*
Total Debt
Of which:
- Non-current maturities of Long Term Borrowing
- Short Term Borrowing
- Current Maturities of Long Term Borrowings
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Net Fixed Assets

Non-Current Assets
Cash and Cash Equivalents
Current Investments
Current Assets
Current Liabilities
Assets under Management
Off Balance Sheet Assets
Interest Income
Interest Expense
Provisioning and Write-offs
PAT
Gross NPA (%)#
Net NPA (%)
Tier I Capital Adequacy Ratio (%)
Tier II Capital Adequacy Ratio (%)
Half year
ended
September
30, 2014
6,065.71
22,096.70
Fiscal 2014
Fiscal 2013
(Rs. in crore)
Fiscal 2012
5,798.32
20,769.74
5,490.10
17,915.25
4,323.71
21,337.77
18,124.37
837.41
3,134.92
17,342.11
247.95
3,179.68
14,224.67
14.68
3,675.90
17,474.98
384.44
3,478.35
1,145.40
25,813.28
337.76
1,755.84
4,794.65
4,969.60
20,981.60
Nil
1,440.10
1,004.32
195.80
268.26
12.44%
9.01%
13.83%
6.65%
1,147.12
24,367.73
535.83
1,761.67
4,621.58
4497.98
18,635.11
Nil
2,395.53
1,659.52
520.39
508.10
17.26%
11.39%
13.91%
7.45%
1,172.59
18,618.25
605.62
2,686.21
7,263.16
4849.61
14,279.92
Nil
2,336.43
1,812.79
165.15
450.87
22.16%
10.18%
15.31%
8.57%
1,165.92
20,766.77
398.61
1,646.72
7417.03
4954.89
16,943.01
Nil
2,415.90
1,864.77
(112.71)
663.62
13.51%
1.92%
12.82%
8.44%
69
* Including shareholding of IFCI Employees Stock Option Trust is Rs. 2.23 crore, Rs. 1.72 crore and Rs. 1.10 crore for the Fiscal
2013, 2014 and half year ended September 30,2014, respectively.
# In Fiscal 2014 and half year ended September 30, 2014, Gross NPAs are excluding technical write off.
IV.
HISTORY, MAIN OBJECTS AND CERTAIN CORPORATE MATTERS

The Board of Directors of MPCON as on December 17, 2014 is as follows:
S. No.
1
2
3
4
5
6
7
8
9
10
Name of the Director
Designation
Shri Achal Kumar Gupta

Shri Surajit Roy
Shri V D Dewan
Shri Piyush Mathur
Shri Satish Nema
Shri Subodh Dave
Shri Nagesh Srivastava
Shri Tarun Kanti Pal
Shri R G Dwivedi
Shri Arun Kumar Bhatt (IAS)
Chairman
Managing Director
Nominee Director
Nominee Director
Nominee Director
Nominee Director
Nominee Director
Nominee Director
Nominee Director
Nominee Director
The Board of Directors of SHCIL as on December 17, 2014 is as follows:

S. No.
1
2
3
4
5
6
7
8
9
10
11

Shri Malay Mukherjee
Shri Ramesh N.G.S
Shri Prakash P. Mallya
Shri Sudhir Garg
Designation
Chairman
Managing Director & CEO
Independent Director (Non- Executive)
Non Executive Director representing IFCI
Limited
Non executive Director representing LIC of India
Independent Director(Non- Executive)
Independent Director representing SU-UTI
Independent Director representing GIPSA
Shri Pravin Kutumbe

Shri M.S. Sundra Rajan
Shri M.V. Nair
Shri C.M Dixit
Shri Gautam Sen
Shri B. Baburao
Shri Segar Sampathkumar
The Board of Directors of SPL as on December 17, 2014 is as follows:

S. No.
1
2
3
4
6
7
8
9

Shri Ramesh N.G.S
Shri Sanjeev Vivrekar
Shri Gaurishankar Prasad Sinha
Shri Rohinton Hirji Mewawala
Shri L. Viswanathan
Shri Umesh Punde
Shri Jagdish Thakur
Smt Meena Pednekar
Shri Venkataraman Iyer
Designation
Non Executive Chairman
Managing Director & CEO
Director
Director
Nominee Director
Director
Director
Director
Director
The Board of Directors of the HIMCON as on December 17, 2014 is as follows:

S. No.
1
2
3
4
5
6
7

Shri Samik Dasgupta
Shri Rajender Singh (IAS)
Shri S.S. Guleria, (IAS)
Shri V.K. Goyal
Shri B.D. Suyal (IFS)
Shri Vibhor Swaroop
Designation
Chairman
Managing Director
Director
Director
Director
Director
Director
The Board of Directors of HARDICON Limited as on December 17, 2014 is as follows:

S. No.
1
2
3
4
5
6

Shri Sachikanta Mishra
Shri Salil Narang
Shri R.P.Kaushik
Shri Sanjay Naveen Gowan
Shri Vinay Kumar Agrawal
Designation
Chairman
Director
Director
Director
Director
Director
70
The Board of Directors of RAJCON as on December 17, 2014 is as follows:

S. No
1
2
3
4
5
6
7
8
9

Shri D.K. Jain
Shri P.D. Agarwal
Shri R.K. Zutshi
Shri Pramod Kumar Vijavargia
Shri Dinesh M. N., IPS
Shri N.K. Arora
Shri S.K. Pandit
Shri H.R.Srivastava
Designation
Chairman
Managing Director
Director
COO & Director
Director
Director
Director
Director
Director
The Board of Directors of KITCO Limited as on December 17, 2014 is as follows:

S. No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
V.

Mr. Rakesh Rewari
Mr. Cyriac Davies
Mr. A C Sahu
Mr. T P Thomaskutty
Mr. Perumal G Jayashankar
Mr. Tom Jose, IAS
Mr. K S Srinivas, IAS
Mr. Abraham Lincoln (Indian Bank has withdrawn
the nomination and nominated Ms Sheela S which
will be placed in the ensuing Board Meeting)
Mr. R Nellaiapan
Designation
Chairman
Managing Director
Director
Director
Director
Director
Director
Director
Director
MANAGEMENT
Changes in Other Directorships of the Directors:
1.
Mr. Achal Kumar Gupta, Deputy Managing Director of our Company has been appointed as the director on the board
of HARDICON Limited, Rajasthan Consultancy Organisation Limited and Himachal Consultancy Organisation
Limited.
2.
Ms. Savita Mahajan, an Independent Director on the Board of our Company has been appointed as the director on the
board of Orient Green Power Company Limited.
3.
Prof. N. Balakrishnan, a Non Executive Director on the Board of our Company has been appointed as the director on
the board of Indian Institute of Information Technology and Management Kerala.
Debenture/ Subordinated Debt holding of the Directors:

Details of the debentures/subordinated debts held in our Company by our Directors, as on December 12, 2014 are provided
below:
Name of the
Director
Permanent Account
Number(PAN)
Issue Name
Shri P. G.
Muralidharan
Shri Malay
Mukherjee
ACYPG5977E
IFCI-V Option I
AANPM3876F
Infra-II Option
II
IFCI-IV Option I
NCD
NCD
Shri Achal
Kumar Gupta
VI.
ACJPG8945M
No. of
Bonds
4
Face Value
per Bond
(in Rs.)
5,000
Amount
of
Bonds
(in Rs.)
20,000
Mode of
Allotment
5,000
20,000
Demat
4
100
100
5,000
1,000
1,000
20,000
1,00,000
1,00,000
Demat
Demat
Demat
Physical
MATERIAL LITIGATIONS
1.
Our Company has filed an original application against Murli Industries Limited before the Honble Debt Recovery
Tribunal, Delhi (IFCI Limited Vs Murli Industries Limited [O.A. No. 92/2011]) for the recovery of the dues of our
Company amounting to Rs. 35.56 crore (approx.). The Honble Delhi High Court vide its order dated 20.09.2013
passed in writ petition No. 2864/ 2011, instituted by Murli Industries Limited against our Company, allowed the entire
amount of Loan I and some portion of Loan II to be restored, and our Company was further directed to maintain the
pledged shares in a demat account. Accordingly, our Company kept the pledged shares of Murli Industries Limited, in
a Demat Account and filed an application for modification of the claim amount pursuant to the restoration of entire
corporate Loan Account I and some portion of Corporate Loan Account II. Under the amendment to the aforesaid
original application filed by our Company, our Company has sought to recover an amount of Rs. 105.23 Crore
(approx.). Reply and rejoinder is to be filed. The next date of hearing has been fixed for13.01.2015.
71
2.
Our Company has initiated proceedings under the provisions of SARFAESI Act against Marine Drive Hospitality &
Realty Private Limited (MDHRPL), for the recovery of the dues of our Company to the tune of Rs. 190.05 crore
(approx.). MDHRPL has preferred an Securitisation Application (Marine Drive Hospitality & Realty Private Limited
Vs IFCI Limited [S.A. No. 7/ 2014]) before the Honble Debt Recovery Tribunal, Mumbai against the said proceedings
of our Company under the SARFAESI Act. The Honble Debt Recovery Tribunal, Mumbai vide its order dated
18.07.2014 stayed the proceedings initiated by our Company under the SARFAESI Act, subject to MDHRPL
depositing 20% of amount claimed in the demand notice issued by our Company within 6 weeks, and further 20%
within 6 weeks thereafter. Being aggrieved by the aforesaid order dated 18.07.2014, MDHRPL preferred an appeal
before the Honble Debt Recovery Appellant Tribunal, Mumbai (Marine Drive Hospitality & Realty Private Limited
Vs. IFCI Limited [Appeal No. 155/2014]) and interalia prayed for: (a) quashing and setting aside of the said order
dated 18.07.2014, and (b) restraint order against our Company from initiating any further enforcement action against
the assets of MDHRPL. Appeal of MDHRPL has been allowed on 29.09.2014. The financial asset of MDHRPL has
been assigned by the Company to Edelweiss Asset Reconstruction Company Limited vide assignment agreement dated
30.09.2014.
3.
Our Company has also filed an Original Application before the Honble Debt Recovery Tribunal, Delhi (IFCI Limited
Vs Marine Drive Hospitality & Realty Private Limited (MDHRPL) [O.A. No. 260/ 2014]) for recovery of its claims
amounting to Rs. 184.25 crore (approx.) against MDHRPL. The Honble Debt Recovery Tribunal, Delhi vide its order
dated 08.09.2014 directed Mr. Vinod Goenka to maintain status quo in respect of 16,32,108 equity shares held by him
in MDHRPL. The Honble Debt Recovery Tribunal, Delhi further issued a show cause notice as to why receiver shall
not be appointed for inspecting the mortgaged property. Further the Honble Debt Recovery Tribunal, Delhi also
directed the guarantor, Hilton Hotel to furnish the security to our Company to the tune of its dues against MDHRPL
failing which the defendant has been directed to show cause as to why restrain order shall not be passed against its
property the Defendants have been directed to file their written statement before 18.11.2014. The financial asset of
MDHRPL has been assigned by the Company to Edelweiss Asset Reconstruction Company Limited vide assignment
agreement dated 30.09.2014.
4.
Our Company has initiated proceedings under the provisions of SARFAESI Act against TRS Technology Private
Limited (TTPL), for the recovery of the dues of our Company to the tune of Rs. 75.74 crore. Our Company has taken
physical possession of the secured assets on 18.02.2014 against which, TTPL preferred a Securitisation Application
before the Honble Debt Recovery Tribunal, Ranchi (TRS Technology Private Limited Vs IFCI Limited [SA No. 57,
2014]) against the said action initiated by our Company. Reply has been filed by our Company to the said
Securitisation Application. The matter is next fixed for filing of rejoinder by TTPL on 12.01.2015.
5.
Our Company has filed a criminal complaint against REI Agro Limited (RAL) under Section 138 of the Negotiable
Instruments Act, 1881 (IFCI Limited Vs REI Agro Limited and Ors. [CC No. 3547/ 2014]) before the Court of Honble
Metropolitan Magistrate, Saket for dishonour of a cheque for the amount of 40.73 crore. The Honble Court was
pleased to issue summons against the RAL and its Managing Director. The matter is presently pending adjudication.
6.
Our Company has filed Original Application against RAL before the Honble Debt Recovery Tribunal, Delhi (IFCI Ltd
Vs REI Agro Limited & Ors. [O.A. No. 323/2014]) for the recovery of the dues of our Company amounting to Rs.
40.75 crore (approx.). Notice has been issued and an interim restraint order has been granted against the Defendants in
respect of the mortgaged properties. The matter is currently pending adjudication.
7.
The compulsory convertible debentures (CCD), which have a face value of Rs. 10 lakh and were issued to our
Company for cash value of Rs.100.00 crore, by Coastal Project Limited (CPL). There was a default in redemption of
the CCD by the CPL and accordingly, our Company filed a petition before the Honble High Court of Delhi (IFCI
Limited vs. S. Surender and another [O.M.P 1087 of 2012]). The Honble High Court of Delhi vide its order dated
23.11.2012 restrained CPL and its promoters from disposing of 21 immovable properties. Subsequently, the said
proceedings were adjourned sine die in view of the reschedulement of terms and conditions of settlement entered into
between our Company and CPL. However, in view of the default in settlement terms, our Company has filed an
application for restoration of the injunction granted by the Honble High Court of Delhi on the immovable properties of
CPL and its Promoters vide order dated 23.11.2012, which is allowed vide order dated 09.09.2014 and the Court has
directed the Company to maintain the status quo in respect of the properties.
8.
Our Company has filed an Original Application against CPL before the Honble Debt Recovery Tribunal, Delhi (IFCI
Limited Vs Coastal Projects Limited [O.A. 230/ 2014]), for recovery of its outstanding dues to the tune of Rs. 108.54
crore. The Notice has been issued and the matter is pending. The next date of hearing is 06.02.2015.
9.
Our Company has filed an Original Application against MVL Limited (MVL) and its guarantors before the Honble
Debt Recovery Tribunal, Delhi (IFCI Limited Vs MVL Limited [204/2012]) for recovery of its dues amounting to Rs.
49.23 crore (approx.) alongwith interest. Our Company has obtained attachment order for 76 flats at Bhiwadi,
Rajasthan and also land at Yamunagar. Pursuant to that MVL came forward and mortgaged the 76 flats to IFCI Limited
with IL&FS Trusteeship Private Limited, as security trustee (for the benefit of our Company) and came up with
restructuring proposal and made certain payments. The restructuring proposal has been revoked and the Original
Application is listed for completion of pleadings before the Registrar. In the meanwhile, MVL filed counter claim
before the Honble Debt Recovery Tribunal, Delhi claiming the reduction in the price of shares pledged with the
Company. The matter is currently pending. IFCI has also taken symbolic possession of 76 flats located at MVL Coral
project at Bhiwadi on 03.12.2014. IFCI has also issued winding up notice to the company.
10.
Our Company has filed an Original Application against Ess Ess Exim Private Limited (EEEPL) before the Honble
Debt Recovery Tribunal, Delhi (IFCI Limited Vs Ess Ess Exim Private Limited [O.A. No. 53/ 2012]) for recovery of
its dues of Rs. 49.20 crore (approx.). Our Company had lend a corporate loan to EEEPL, for the purpose of investment
in its flagship company i.e. Surya Pharmaceutical Limited (SPL) for providing growth capital for the expansion plan. In
April 2012, SPL was admitted to corporate restructuring, due to liquidity problem. Pursuant thereto, our Company
72
invoked the pledge of shares of SPL and sold the pledged shares. EEEPL filed an application for the stay of sale of
shares before Honble Debt Recovery Tribunal which was dismissed, subsequently EEEPL filed appeal before Honble
Debt Recovery Appellant Tribunal, which also upheld the sale of pledged shares by our Company. The Appeal has
been dismissed by DRAT, Delhi on 26.11.2014.
VII.
11.
EEEPL has also filed application before the Honble Debt Recovery Tribunal, Delhi for the amendment of written
statement filed in the Original Application viz. O.A No. 53/2012, and made a counter claim of Rs. 29.82 crore
(approx.) against our Company for the losses suffered by its due to the sale of shares of SPL, thereby causing the
drastic reduction in the market price of the shares which in turn caused huge losses to SPL and EEEPL. The said
application was allowed by the Honble Debt Recovery Tribunal, Delhi. Our Company has preferred an appeal before
the Honble Debt Recovery Appellant Tribunal, Delhi against the said order. The said appeal has been dismissed by
DRAT, Delhi on 26.11.2014.
12.
Our Company has also subscribed to the Cumulative Convertible Preference Shares (CCPS) issued by NLL
aggregating to Rs. 26.00 crore. Consequent to default in payments on CCPS, our Company filed an Original
Application against NLL and its promoters before the Honble Debt Recovery Tribunal- I, Delhi (IFCI Limited vs.
Neesa Leisure Limited and others [O.A No. 192/2012]) for recovery of the CCPS facility of Rs. 40.78 crore (approx.).
The Honble Debt Recovery Tribunal was pleased to pass a restraint order in respect of properties of the promoters.
The matter is listed for arguments on 14.01.2015.
13.
Our Company has made an equity investment of Rs. 85.00 Crore in Silver Resort Hotel India Pvt. Ltd (SRHIPL)
subscribing to 8,50,00,000 equity shares at Rs. 10 each. According to the terms of the investment the promoters had the
buyback obligations which they had failed to honour accordingly our Company has presented the cheques towards the
buyback obligations. As the cheques were dishonoured, our Company filed a various criminal complaints against the
SRHIPL and promoters u/s 138 of Negotiable Instrument Act, 1881 for dishonour of cheques amounting to Rs. 49.58
crore which were given as security by SRHIPL for return of investment and buyback obligation. Currently notice has
been issued in the same and also the matter has been referred for mediation.
14.
Our Company has filed an Original Application against Era Housing and Developers (I) Ltd. before the Honble Debt
Recovery Tribunal, Delhi (IFCI Ltd Vs Era Housing and Developers (I) Ltd. & Ors. [O.A. No. 321/2014]) for the
recovery of the dues of our Company amounting to Rs. 92.00 crore (approx.). Notice has been issued and an interim
restraint order has been granted against the Defendants in respect of the mortgaged properties. The matter is currently
pending adjudication.
15.
Our Company has filed an Original Application against Hi-Point Investment and Finance (P) Ltd. before the Honble
Debt Recovery Tribunal, Delhi (IFCI Ltd Vs Hi-Point Investment and Finance (P) Ltd. & Ors. [O.A. No. 322/2014])
for the recovery of the dues of our Company amounting to Rs. 55.00 crore (approx.). Notice has been issued and
interim restraint order has been granted against the Defendants in respect of the mortgaged properties. The matter is
currently pending adjudication.
REGULATIONS AND POLICIES

1.
Reserve Bank of India, vide circular No. DNBR(PD) CC.No.002/03.10.001/2014-15 dated November 10, 2014, has
introduced certain significant changes in the regulatory framework for NBFCs. Henceforth, non-deposit taking NBFCs
having asset size of Rs.500 crore (as against Rs.100 crore earlier) and above, as per the last audited balance sheet, shall
be considered as Systemically Important Non-Deposit taking NBFCs (NBFC-ND-SI). Our Company shall continue to
remain a NBFC-ND-SI as per the revised definition. The changes which may affect the financial position and
performance of IFCI in the future are enumerated below:
Provisioning for Standard Assets
At present, the NBFCs are required to make provision against standard assets at 0.25% of the outstanding
amount. The provision for standard assets for NBFCs-ND-SI and for all NBFCs-D, is being increased to
0.40%. The compliance to the revised norm will be phased in as given below:
0.30% by the end of March 2016
Classification of Assets
At present, an asset is classified as Non-Performing Asset when it has remained overdue for a period of six
months or more for loans; and overdue for twelve months or more in case of lease rental and hire purchase
instalments.
For loans, the period of six months has been reduced to five months, four months and three months, for the
financial years ended March 31, 2016, March 31, 2017 and March 31, 2018 & thereafter respectively.
Similarly, for lease rental and hire purchase assets, the period of twelve months has been reduced to 9
months, 6 months and 3 months for the financial years 2015-16, 2016-17 and 2017-18 & thereafter
respectively.
For all loan and hire-purchase and lease assets, doubtful asset would mean an asset that has remained
substandard for a period exceeding 18 months. This period has now been reduced to 16 months, 14 months
and 12 months for financial years 2015-16, 2016-17 and 2017-18 & thereafter respectively.
73
Capital Adequacy Norms

At present, NBFCs-ND-SI are required to have minimum CRAR of 15%. Consequently, Tier 1 capital
cannot be less than 7.5%. While maintaining the CRAR at 15%, the revised guidelines require the minimum
Tier 1 capital to be increased to 8.5% by end of March 2016 and to 10% by end of March 2017.
Apart from the aforesaid significant changes, which may have bearing on financial position and performance of the
company in future, the revised regulatory framework also requires certain changes in Board Committees, putting in
place of fit and proper criteria for directors and additional disclosures in financial statements.
VIII.
MISCLLANEOUS
1.
The Board of Directors of our Company have in their meeting held on September 12, 2014 approved the proposal for
partial disinvestment of stake of our Company in TFCIL to the extent of 16.5% (limited to 2.5% in Fiscal 2015) i.e.
1,33,18,250 equity shares. Pursuant thereto, our Company has disinvested 2.5% shareholding aggregating to 20,17,850
equity shares by October 28, 2014. The Board of Directors of our Company have in their meeting held on December 9,
2014 approved the proposal for disinvestment of stake of our Company in TFCIL over and above the said ceiling of
2.5% upto aggregate of 16.50% without any time restraint. After the proposed partial disinvestment, our Companys
shareholding in TFCIL will stand reduced to 26% of its present equity share capital.
74
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered into more
than two years before the date of this Prospectus Tranche- II) which are or may be deemed material have been entered or are to be entered
into by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on Working Days at the
Registered Office and Corporate Office of the Company situated IFCI Limited, IFCI Tower, 61 Nehru Place, New Delhi - 110 019, from
10.00 a.m. to 4.00 p.m. (Indian Standard Time), from the date of this Prospectus Tranche- II until the date of closure of the Tranche- II Issue.
MATERIAL CONTRACTS
1.
2.
3.
4.
5.
6.
7.
Issue Agreement dated September 28, 2014 between the Company and the Lead Managers.
Registrar Agreement dated September 26, 2014 between the Company and the Registrar to the Issue, as amended and supplemented
by Addendum to the Registrar Agreement dated October 11, 2014.
Debenture Trust Agreement dated September 26, 2014 between the Company and the Debenture Trustee for the Debenture
holders.
Tripartite Agreement dated November 3, 2011 between CDSL, the Company and the Registrar to the Issue.
Tripartite Agreement dated November 9, 2011 between NSDL, the Company and the Registrar to the Issue.
Escrow Agreement dated October 10, 2014, as amended and supplemented by First Addendum to the Escrow Agreement dated
December 22, 2014 between Company, Lead Managers, Escrow Collection Banks, Refund Bank and Registrar to the Issue.
Consortium Agreement dated October 10, 2014, as amended and supplemented by First Addendum to the Consortium Agreement
dated December 22, 2014 between Company and Consortium Members.
MATERIAL DOCUMENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Memorandum and Articles of Association of the Company, as amended.

Certificate of Incorporation and Certificate of Commencement of business issued by the RoC to the Company in May 21, 1993 and
June 24, 1993, respectively.
Certificate of registration bearing No. B-14.00009 dated August 18, 2009 issued by RBI to the Company.
Certified True Copy of Resolution passed by the Shareholders of the Company at the general meeting held on August 27, 2014,
granting authority to the Board of Directors to borrow monies under Section 180(1)(c) of the Companies Act, 2013, from time to
time.
Certified True Copy of the Resolution passed by the Board of Directors at its Meeting held August 12, 2014 authorising the Issue.
Certified True Copy of the Resolution dated October 7, 2014 passed by the Board of Directors through circulation to also include
NSE as one of the stock exchanges on which the NCDs are proposed to be listed.
Certified True Copy of the Resolution passed by the Board of Directors at its Meeting held on October 13, 2014 approving the Shelf
Prospectus and Tranche Prospectus.
Certified True Copy of the Resolution passed by the Board Committee at its Meeting held on December 23, 2014 approving the
Tranche Prospectus- II.
Letter dated September 26, 2014 and December 22, 2014 by Brickwork assigning credit rating of BWR AA- (Outlook: Stable)
to the NCDs.
Letter dated September 26, 2014 and December 22, 2014 by ICRA Limited assigning credit rating of [ICRA]A (Stable) to the
NCDs.
Consents of each of the Directors, Chief Financial Officer, Compliance Officer, Lead Managers, Legal Advisors to the Issue,
Registrar to the Issue, Consortium Members, Escrow Collection Banks, Refund Bank, Bankers to the Company, the Debenture
Trustee for the NCDs, Statutory Auditors, and the Credit Rating Agencies to include their names in the Shelf Prospectus/ Tranche
Prospectus, in their respective capacities.
Consent of the Auditors, for inclusion of the report on the financial statements and for the Limited Review Reports including the
annexure and notes thereto, in the form and context in which they appear in the Shelf Prospectus and their statement on tax benefits
mentioned herein.
Examination Report of the Auditor dated August 12, 2014 on Limited Review Financial Statements for the quarter ended on June
30, 2014.
Examination Report of the Auditor dated November 11, 2014 on Limited Review Financial Statements for the half year ended on
September 30, 2014.
Examination Report of the Auditor dated September 29, 2014 on Reformatted Standalone Financial Statements and Reformatted
Consolidated Financial Statements, prepared in accordance with the accounting standards generally accepted in India for Fiscal
2014, 2013, 2012, 2011 and 2010.
Annual Reports of the Company for the last 5 (five) Fiscals.
In-principle listing approval from BSE, through letter no. DCS/RK/PI-BOND/18/14-15 dated October 10, 2014. In-principle listing
approval from NSE, through letter no. NSE/LIST/252627-K dated October 10, 2014 and letter no. NSE/LIST/8117 dated
December 22, 2014.
Due Diligence Certificate dated December 23, 2014 from each of the Lead Managers.
Any of the contracts or documents mentioned above may be amended or modified at any time, without reference to the Debenture
holders, in the interest of the Company in compliance with applicable laws.
75
DECLARATION
We, the undersigned Directors of the Company, hereby certify and declare that all relevant provisions of the Companies Act, 1956/ the
Companies Act, 2013 as applicable on the date of this Prospectus Tranche- II and rules made thereunder and the guidelines issued by the
Government of India and/ or the regulations/ guidelines/ circulars issued by the Reserve Bank of India and Securities and Exchange Board of
India Act, 1992 as applicable, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008,
as amended, in connection with the Issue have been complied with.
We further certify that the disclosures and statements made in this Prospectus Tranche- II, which is to be read with the Shelf Prospectus, are
true and correct and do not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under
which they were made, misleading and that this Prospectus Tranche- II does not contain any misstatements. We further certify that the
disclosures and statements made in this Prospectus Tranche- II are in conformity with the relevant provisions of the Companies Act, 2013 to
the extent applicable as on the date of this Trance Prospectus and rules made thereunder, Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008, as amended and nothing in the Prospectus Tranche- II, which is to be read with the Shelf
Prospectus, is contrary to the provisions of the Companies Act, 1956/ the Companies Act, 2013, as applicable on the date of this Prospectus
Tranche- II, the Securities Contracts (Regulation) Act, 1956, or the Securities and Exchange Board of India, 1992 and the rules, regulations,
circulars or guidelines made/ issued thereunder.
Signed by the Board of Directors
1.
Shri S.V. Ranganath*

Non- Executive Chairman
2.
Shri Malay Mukherjee

Chief Executive Officer and Managing Director
3.

Deputy Managing Director
4.
Shri Anurag Jain

Government Director
5.
Shri Alok Tandon

Government Director
6.
Shri P G Muralidharan*
Director
7.
Smt. Kiran Sahdev*

Director
8.
Smt. Savita Mahajan*

Director
9.
Shri K.S. Sreenivasan*

Director
10.
Prof. N. Balakrishnan*
Director
11.
Shri S N Ananthasubramanian*
Director
12.
Shri Arvind Sahay*

Director
* Signed by their duly constituted attorney Shri Malay Mukherjee

Place: New Delhi
Date: December 23, 2014
76
ANNEXURE A
SHELF PROSPECTUS DATED OCTOBER 13, 2014
77
ANNEXURE B:
CREDIT RATING (REVALIDATION LETTERS)
ANNEXURE C:
Limited Review Report on Unaudited Financial Results for the Period ended September
30, 2014 together with the Unaudited (Standalone) Financial Results for the Half Year
ended September 30, 2014
IFCI LTD.
CIN: L74899DL1993PLC053677
REGD. OFFICE : IFCI TOWER
61, NEHRU PLACE, NEW DELHI 110 019
WEBSITE: www.ifciltd.com
UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014
(` Lakh)
Particulars
Quarter ended
30/09/14
(Unaudited)
Quarter ended
30/06/14
(Unaudited)
PART I (STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2014)
1 Income from Operations
a) Net income from operations
84,836
b) Other operating income
709
Total income from operations (net)
85,545
2 Expenses
a) Cost of Borrowings
51,618
b) Employee benefits expense
1,332
c) Depreciation and amortisation expense
(1,476)
d) Other expenses
875
Total Expenses
52,349
3 Profit from operations before other income, provisions and
33,196
exceptional items (1-2)
4 Write off/ Provision for Bad & Doubtful Assets and others (Net)
11,759
5 Profit from operations before other income and exceptional
21,437
items (3-4)
6 Other Income
1,888
7 Profit from ordinary activities before exceptional items (5 + 6)
23,325
8 Exceptional items
9 Profit from ordinary activities before tax (7 + 8)
23,325
10 Tax expense
a) Income Tax
b) Deferred Tax
5,946
11 Net Profit from ordinary activities after tax (9 - 10)
17,379
12 Extraordinary items
13 Net Profit for the period (11 + 12)
17,379
14 Share of profit/ (loss) of associates
15 Net Profit after taxes, minority interest and share of profit of
associates (13 + 14 + 15)
16 Paid-up equity share capital (Face Value of ` 10/- each)
1,66,204
17 Reserve excluding Revaluation Reserves
18.i Earnings per share (before extraordinary items) (not annualised):
(a) Basic (`)
1.04
(b) Diluted (`)
1.04
18.ii Earnings per share (after extraordinary items) (not annualised):
(a) Basic (`)
1.04
(b) Diluted (`)
1.04
PART II (SELECT INFORMATION FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014)
A PARTICULARS OF SHAREHOLDING (EQUITY)
1 Public shareholding
- Number of Shares
73,90,37,235
- Percentage of Shareholding
44.47%
2
Promoters & Promoter Group Shareholding

a) Pledged/ Encumbered
- No. of Shares
- % of Shares (as a % of the total shareholding of promoter &
promoter group)
- % of Shares (as a % of the total share capital of the company)
b) Non-encumbered
- No. of Shares
- % of Shares (as a % of the total shareholding of promoter &
promoter group)
- % of Shares (as a % of the total share capital of the company)
Particulars
INVESTOR COMPLAINTS
Pending at the beginning of the quarter
Received during the quarter
Disposed off during the quarter
Remaining unresolved at the end of the quarter
Quarter ended
30/09/13
(Unaudited)
Half-year ended
30/09/14
(Unaudited)
71380
1236
72,616
73436.00
734.00
74,170
1,56,216
1,945
1,58,161
49056
1,607
271
797
51,731
20,885
38322.00
2014.00
328.00
922.00
41,586
32,584
1,00,674
2,939
(1,205)
1,672
1,04,080
54,081
7,821
13,064
20839.00
11,745
1,039
14,103
14,103
Half-year
ended
30/09/13
(Unaudited)
Year ended
31/03/14
(Audited)
1,27,493
1,821
1,29,314
2,85,033
3,418
2,88,451
78,975
2,989
653
1,775
84,392
44,922
1,66,599
5,889
1,304
3,250
1,77,042
1,11,409
19,580
34,501
26,170
18,752
52,039
59,370
1525.00
13,270
13,270
2,927
37,428
37,428
2,534
21,286
21,286
6,675
66,045
66,045
4,656
9,447
9,447
-
3,930.00
(4,691.00)
14,031
14,031
-
10,602
26,826
26,826
-
8,138
(6,394)
19,542
19,542
-
10,760
4,475
50,810
50,810
-
1,66,204
1,66,204
1,66,204
1,66,204
1,66,204
4,13,548
0.57
0.57
0.84
0.84
1.61
1.61
1.18
1.18
3.05
3.05
0.57
0.57
0.84
0.84
1.61
1.61
1.18
1.18
3.05
3.05
73,90,37,235
73,90,37,235
44.47%
73,90,37,235
73,90,37,235
73,90,37,235
44.47%
44.47%
44.47%
44.47%
NIL
N.A.
N.A.
NIL
N.A.
N.A.
NIL
N.A.
N.A.
NIL
N.A.
N.A.
NIL
N.A.
N.A.
NIL
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
NIL
NIL
92,30,00,000
92,30,00,000
NIL
92,30,00,000
NIL
92,30,00,000
NIL
92,30,00,000
NIL
92,30,00,000
100%
100%
100%
100%
100%
100%
55.53%
55.53%
55.53%
55.53%
55.53%
55.53%
3 months ended 30/09/2014

Nil
897
897
Nil
STATEMENT OF ASSETS & LIABILITIES
Particulars
A.
As at 30/09/14
(Unaudited)
(` Lakh)
As at 31/03/14
(Audited)
EQUITY & LIABILITIES
(1) Shareholders' Funds

(a) Share Capital
(b) Reserves and Surplus
(c) Money received against share warrants
Sub-total - Shareholders' fund
1,92,530
5,31,143
7,23,673
1,92,496
5,05,564
6,98,060
(2) Share application money pending allotment
(3) Minority Interest
(4) Non-current Liabilities

(a) Long-term Borrowings
(b) Other Long-term Liabilities
(c) Long-term Provisions
Sub-total - Non-current liabilities
(5) Current Liabilities
(a) Short-term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-term Provisions
Sub-total - Current liabilities
TOTAL - EQUITY AND LIABILITIES
B.
18,12,437
12,022
42,765
18,67,224
17,34,211
8,686
35,240
17,78,137
83,741
7,531
4,05,173
515
4,96,960
24,795
9,584
3,95,597
19,822
4,49,798
30,87,857
29,25,995
1,14,540
5,24,569
57,676
19,11,130
477
26,08,392
1,14,712
5,75,186
68,204
17,05,280
455
24,63,837
1,75,584
3,407
33,776
2,44,391
22,307
4,79,465
1,76,167
3,382
53,583
2,07,083
21,943
4,62,158
30,87,857
29,25,995
ASSETS
(1) Non-current Assets

(a) Fixed Assets (including capital work-in-progress)
(b) Goodwill on consolidation
(c) Non-current Investments
(d) Deferred Tax Asset (Net)
(e) Long-term Loans & Advances
(f) Other non-current assets
Sub-total - Non-current assets
(2) Current Assets
(a) Current Investments
(b) Inventories
(c) Trade Receivables
(d) Cash and Cash Equivalents
(e) Short-term Loans and Advances
(f) Other Current Assets
Sub-total - Current assets
TOTAL - ASSETS
Notes:
Segment Reporting as required under AS-17 issued by ICAI is not applicable, as more than 90% of the revenue comes from a single segment viz. Financing.
1
2
The company has revised the useful life of the fixed assets in alignment with schedule II to the Companies Act, 2013 with effect from 1st April, 2014 and Written Down
Value (WDV) of all the assets as on 31st March, 2014 has been depreciated over the remaining useful life of the fixed assets. The written down value of Rs. 1.47 crore in
respect of fixed assets with no remaining useful life has been adjusted (net of deferred tax liability of Rs. 0.75 crore) in the retained earnings. Residual value in respect of
assets other than Buildings and Vehicles are considered Nil .
In respect of certain assets which were being depreciated in the previous years following written down value (WDV) method, the Company has revised the method of
calculation of depreciation to straight line method (SLM) retrospectively resulting into reversal of accumulated depreciation of Rs. 19.14 crore which has been credited to
the profit & loss account. Consequentially the charge for depreciation in the profit & loss account is lower by Rs. 19.14 Crore.
The provision for income tax and MAT is Nil for the six months ended September 30, 2014
Figures of the previous period/ year have been re-arranged/ re-grouped, wherever necessary.
The above results have been reviewed by the Audit Committee of Directors. The Board of Directors have approved the results in their meeting held on November 11,
2014. The Limited Review as requried under Clause 41 of the Listing Agreement has been completed by the Statutory Auditors of the Company.
BY ORDER OF THE BOARD
Sd/(Malay Mukherjee)
Chief Executive Officer &
Managing Director

IFCI NCD Issue - Sep 2014 PDF

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PROSPECTUS TRANCHE- II

December 23, 2014

SBI CAPITAL MARKETS LIMITED

A. K. CAPITAL SERVICES LIMITED

AXIS TRUSTEE SERVICES LIMITED

EDELWEISS FINANCIAL SERVICES

RR INVESTORS CAPITAL SERVICES

REGISTRAR TO THE ISSUE

KARVY COMPUTERSHARE PRIVATE LIMITED

Application Supported by Blocked

Description/ Full Form

Description/ Full Form

Description/ Full Form

Technical and Industry Related Terms

Description/ Full Form

Source: RBI Reference Rates (www.rbi.org.in)

FORWARD LOOKING STATEMENTS

Issue Opening Date

COMMON TERMS FOR ALL SERIES OF THE NCDs

Coupon Reset Process

Redemption Date/ Maturity

Interest on Application Money

A. K. Capital Services Limited

Edelweiss Financial Services Limited

RR Investors Capital Services Private Limited

A.K. Stockmart Private Limited

Edelweiss Securities Limited

RR Equity Brokers Private Limited

ANDROS and Company

ICICI Bank Limited

Axis Bank Limited

IndusInd Bank Limited

HDFC Bank Limited

IDBI Bank Limited

Legal Advisor to the Issue

Credit Rating Agencies

Credit Rating and Rationale

ISSUE CLOSES ON*

OBJECTS OF THE ISSUE

STATEMENT OF TAX BENEFITS

To the Resident Debenture Holder

To the Other Eligible Institutions

Exemption under sections 54EC and 54F of the I.T. Act

Requirement to furnish PAN under the I.T. Act

However, this provision would not apply to any receipt:

from any relative; or

B. IMPLICATIONS UNDER THE WEALTH TAX ACT, 1957

For ASA & Associates LLP

For ANDROS & Co.

Brij Bhushan Garg

Place: New Delhi

OTHER REGULATORY AND STATUTORY DISCLOSURES

WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS

Chokshi & Chokshi Chartered

July 18, 2012

July 18, 2012

July 29, 2013

August 20, 2014

July 26, 2014

Amount (Rs. in crore)

Denominations of the above loans are as follows:

Amount (Rs in crore)