ifci venture capital funds ltd. corporate office: 16 floor ... ifci.pdf · email:...

PRIVATE & CONFIDENTIALFor Private Circulation Only

IFCI VENTURE CAPITAL FUNDS LTD.

Corporate Office: 16th Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019Tel: 011 41732511, 41732525, 26453319; Fax: 011 26453348;

Website: www.ifciventure.comCompliance/Nodal Officer: Mukesh Girdhar (Company Secretary); Tel.: 011-26441502

E-mail: [email protected]; Fax: 011-26453348

(This is a Private Placement Offer Letter issued in conformity with Form PAS-4 prescribed under section 42 andRule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board ofIndia (Issue and Listing of Debt Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended, Securities and Exchange Board of India (Issue andListing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392dated October 12, 2012, as amended, Securities and Exchange Board of India (Issue and Listing of Debt Securities)(Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, asamended, circular no. DNBD(PD) CC No. 330 /03.10.001/2012-13 dated June 27, 2013issued by the Reserve Bankof India on “Raising Money through Private Placement by NBFCs-Debentures etc.” and circular no. DNBS (PD)CC No.349/03.10.001/2013-14 dated July 02, 2013 issued by the Reserve Bank of India on “Raising Money throughPrivate Placement by NBFCs-Non-Convertible Debentures (NCDs) –Clarification”)

(PRIVATE & CONFIDENTIAL)PRIVATE PLACEMENT OFFER LETTER DATED 26th September, 2014

PRIVATE PLACEMENT OFFER LETTER FOR PRIVATE PLACEMENT OF SECURED, REDEEMABLE,NON-CONVERTIBLE, TAXABLE BONDS IN THE NATURE OF DEBENTURES (SERIES 2014-I) OF Rs.20 CRORE.

SOLE ARRANGER TO THE ISSUE TRUSTEE FOR THEBONDHOLDERS

REGISTRAR TO THE ISSUE

Real Growth Securities Private Limited112-A, Jyoti Shikhar, District Centre, JanakPuri, New Delhi- 110058Tel.: 011-25513114-15Fax: 011-25532212Email: [email protected] Registration Number: INM000011492

IL&FS Trust Company Ltd.The IL&FS Financial Centre, Plot No.C-22, G Block, 3rd Floor, Bandra KurlaComplex, Bandra (East), Mumbai –400051.Tel: 022 – 26593082Fax: 022 – 26533297Email: [email protected] Registration Number:IND000000452

MCS LimitedF-65, 1st floorOkhla Industrial Area, Phase I, NewDelhi -110020Tel No. (011) 5140 6149Fax No. (011)5170 988E-mail: [email protected] Registration Number:INR000000056

Listing: The Bonds are proposed to be listed on Wholesale Debt Market segment of the Bombay StockExchange Ltd. The in-principle approval for listing of the Bonds has been obtained by the Company fromBSE vide their letter no. DCS/COMP/RK/IP-PPDI/153/14-15 dated September 23, 2014.





























Private Placement Offer Letter For Private Circulation Only

TABLE OF CONTENTS

Sl. No. Title

I. DEFINITIONS/ ABBREVIATIONS ............................................................................................

II. DISCLAIMER...............................................................................................................................

III. GENERAL INFORMATION........................................................................................................

IV. OUR MANAGEMENT.................................................................................................................

V. MANAGEMENT’S PERCEPTION OF RISK FACTORS ...........................................................

VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITSLINE OF BUSINESS ....................................................................................................................

VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OFACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION ORAMALGAMATION, CHANGES IN CAPITAL STRUCTURE,(AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS...................................

VIII. FINANCIAL INFORMATION.....................................................................................................

IX. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE .................

X. SUMMARY TERM SHEET .........................................................................................................

XI. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BEISSUED, MODE OF ISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUEPROCEEDS, STOCK EXCHANGES WHERE SECURITIES ARE PROPOSED TOBE LISTED, REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ONREDEMPTION, DISCOUNT AT WHICH OFFER IS MADE ANDEFFECTIVE YIELD FOR INVESTOR) ......................................................................................

XII. CREDIT RATING & RATIONALE THEREOF .........................................................................

XIII. NAME OF DEBENTURE TRUSTEE ..........................................................................................

XIV. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BELISTED .........................................................................................................................................

XV. DEBT EQUITY RATIO................................................................................................................

XVI. SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHERBORROWINGS ............................................................................................................................

XVII. UNDERTAKING REGARDING COMMON FORM OF TRANSFER.......................................

XVIII. MATERIAL CONTRACTS &AGREEMENTS INVOLVING FINANCIALOBLIGATIONS OF THE ISSUER...............................................................................................

XIX. ANNEXURES...............................................................................................................................

A. APPLICATION FORM ALONGWITH GENERAL INSTRUCTIONS .........................

B. CONSENT LETTER FROM IDBI TRUSTEESHIP SERVICES LTD. ..........................

XX. DECLARATION...........................................................................................................................


I. DEFINITIONS/ ABBREVIATIONS

AY Assessment YearArticles/Articles ofAssociation/AoA

Articles of Association of our Company as amended from time to time.

Allotment/Allot The issue and allotment of the Bonds to the successful Applicants pursuant tothis Issue.

Applicant/ Investor A person who makes an offer to subscribe the Bonds pursuant to the terms ofthis Private Placement Offer Letter and the Application Form.

Auditing Standards Standards of auditing or any addendum thereto for companies or class ofcompanies referred to in sub-section (10) of section 143 of the Companies Act,2013

Associate Company A company in which the Issuer has a significant influence, but which is not asubsidiary company of Issuer having such influence and includes a joint venturecompany. Significant influence means control of at least 20% of total sharecapital, or of business decisions under an agreement

Application Form The form in terms of which the Applicant shall make an offer to subscribe to theBonds and which will be considered as the application for Allotment of Bondsfor Series 2014-I.

Arrangers to the Issue Arrangers to the issue are the entities as listed on covering pageBoard/ Board of Directors The Board of Directors of IFCI Venture Capital Funds Ltd. or Committee

thereofBonds Secured, Redeemable, Non-Convertible, Taxable Bonds in the nature of

Debentures of face value of ` 10 Lakh each offered through private placementroute under the terms of this Private Placement Offer Letter

Bondholder(s) Any person holding the Bonds and whose name appears in the list of BeneficialOwners provided by the Depositories or whose name appears in the Register ofBondholders maintained by the Issuer/Registrar.

Beneficial Owner(s) Bondholder(s) holding Bond(s) in dematerialized form (Beneficial Owner of theBond(s) as defined in clause (a) of sub-section of Section 2 of the DepositoriesAct, 1996)

Book Closure / Record Date Record date of interest shall be 15 days prior to each interest payment date and15 days prior to the date of Maturity. Interest shall be paid to the person whosename appears as sole/first in the Register of Bondholders/Beneficial Ownersposition of the Depositories on Record Date or to the Bondholders who haveconverted the Bonds to physical form and their name is registered on theregisters maintained by Company/Registrar. In the event of IFCI VentureCapital Funds Ltd. not receiving any notice of transfer at least 15 days beforethe respective due date of payment of interest and at least 15 days prior to thematurity date, the transferees for the Bond shall not have any claim against IFCIVenture Capital Funds Ltd. in respect of interest so paid to the registeredBondholder.

BSE BSE LimitedBrickworks Brickwork Ratings India Pvt. Ltd.CAG Comptroller and Auditor General of IndiaCAGR Compounded Annual Growth RateCAR Capital Adequacy RatioCDSL Central Depository Services (India) LimitedCMD Chairman & Managing Director of IFCI Venture Capital Funds Ltd.The Companies Act The Companies Act, 1956, as amended and/or the Companies Act, 2013, to the

extent notified by the Ministry of Corporate Affairs, Government of India, asapplicable.


Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness andinclude debenture, bonds and such other securities of the Issuer, whetherconstituting a charge on the assets of the Issuer or not, but excludes securityreceipts and securitized debt instruments.

Deemed Date of Allotment The cut-off date on which the duly authorized committee approves theAllotment of the Bonds i.e. the date from which all benefits under the Bondsincluding interest on the Bonds shall be available to the Bondholders. The actualallotment of Bonds (i.e. approval from the Board of Directors or a Committeethereof) may take place on a date other than the Deemed Date of Allotment.

Depository A Depository registered with SEBI under the SEBI (Depositories andParticipant) Regulations, 1996, as amended from time to time

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant A Depository participant as defined under Depositories Act, 1996Designated Stock Exchange BSE LimitedDER Debt Equity RatioPrivate Placement Offer Letter Private Placement Offer Letter for private placement of Bonds for Series 2014-I

envisaging the disclosures in compliance SEBI Debt Regulation, CompaniesAct and the applicable law.

DP Depository ParticipantEPS Earnings Per ShareFIs Financial InstitutionsFIIs Foreign Institutional Investor (as defined under the SEBI (Foreign Institutional

Investors) Regulations, 1995 and registered with the SEBI under applicable lawsin India

FPI Foreign Portfolio Investors as defined under SEBI (Foreign Portfolio Investors)Regulations, 2014 registered with SEBI.

Financial Year/ FY/ Fiscal Period of twelve months period ending on March 31, of that particular year

GoI Government of India/ Central GovernmentHUF Hindu Undivided FamilyTrustee IL&FS Trust Company Ltd.Independent Director An independent director referred to in sub-section (5) of section 149 of the

Companies Act, 2013

Issuer/ IFCI Venture Company IFCI Venture Capital Funds Ltd. A company incorporated under CompaniesAct, 1956 and having its registered office at 16th Floor, IFCI Tower, 61, NehruPlace, New Delhi-110019 and bearing CIN: U65993DL1988PLC030284.

“our”/”we”/”us” IFCI Venture Capital Funds Ltd.Issue/ Offer Private Placement of Bonds (Series 2014-I) of Rs. 20 Crore

I.T. Act The Income Tax Act, 1961, as amended from time to timeIT Department/IT Dept. Income Tax DepartmentIT Income TaxKey Managerial Personnel Key managerial personnel, in relation to the Company, shall mean:

i. Managing Director & Chief Executive Officer or the Manager;ii. Company Secretary;iii. Whole-Time Directors;iv. Chief Financial Officer; and any such other officer as may be prescribed

under the Companies Act.


Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange Boardof India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009and Amendments to Simplified Debt Listing Agreement for Debt Securitiesissued by Securities and Exchange Board of India vide circular no.SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 andAmendments to Simplified Debt Listing Agreement for Debt Securities issuedby Securities and Exchange Board of India vide circular no. SEBI/IMD/DOF-1/BOND/Cir-1/2010 dated January 07, 2010

Memorandum/ Memorandum ofAssociation

Memorandum of association of the Company as originally framed or as alteredfrom time to time in pursuance of any previous company law or of theCompanies Act, 2013

MF Mutual Fund

NRIs Non Resident IndiansNSDL National Securities Depository Ltd.PAN Permanent Account NumberPrivate Placement Offer of Bonds or invitation to subscribe to the Bonds of the Issuer(other than

by way of public offer) through issue of this Private Placement Offer Letter tonot more than 49* investors on such conditions including the form and mannerof private placement as prescribed under the Companies Act, 2013.* prescribed by the Reserve Bank of India vide circular no. DNBD(PD) CC No.330 /03.10.001/2012-13 dated June 27, 2013

Private Placement Offer Letter Private Placement Offer Letter dated 26th September, 2014 issued in conformitywith Form PAS-4 prescribed under section 42 and rule 14(1) of Companies(Prospectus and Allotment of Securities) Rules, 2014, Securities and ExchangeBoard of India (Issue and Listing of Debt Securities) Regulations, 2008 issuedvide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, asamended, Securities and Exchange Board of India (Issue and Listing of DebtSecurities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended, Securities andExchange Board of India (Issue and Listing of Debt Securities) (Amendment)Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207dated January 31, 2014, as amended, circular no. DNBD(PD) CC No. 330/03.10.001/2012-13 dated June 27, 2013iissued by the Reserve Bank of India on“Raising Money through Private Placement by NBFCs-Debentures etc.” andcircular no. DNBS(PD) CC No.349/03.10.001/2013-14 dated July 02, 2013issued by the Reserve Bank of India on “Raising Money through PrivatePlacement by NBFCs-Non-Convertible Debentures (NCDs) – Clarification” forprivate placement of Secured Redeemable Non-Convertible Bonds in the natureof Debentures (Series 2014-I) (“Bonds”) of face value of Rs. 10 lacs each forcash at par aggregating Rs.20 crore to be issued by IFCI Venture Capital FundsLtd.

GIR General Index Registration Number

`/INR/Rupee Indian National Rupee

RBI Reserve Bank of IndiaRBI Act, 1934 Reserve Bank of India Act, 1934RTGS Real Time Gross Settlement


ROC Registrar of Companies, National Capital Territory of Delhi & HaryanaRegistrar MCS Limited

RBI Reserve Bank of IndiaRBI Guidelines Circular no. DNBD(PD) CC No. 330 /03.10.001/2012-13 dated June 27, 2013

issued by the Reserve Bank of India on “Raising Money through PrivatePlacement by NBFCs-Debentures etc.” and circular no. DNBS(PD) CCNo.349/03.10.001/2013-14 dated July 02, 2013 issued by the Reserve Bank ofIndia on “Raising Money through Private Placement by NBFCs-Non-Convertible Debentures (NCDs) – Clarification and any other guideline oramendment as may be issued by RBI from time to time.

SEBI Securities and Exchange Board established under Securities and ExchangeBoard of India Act, 1992, as amended from time to time

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time totime

SEBI Guidelines Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878dated June 06, 2008, as amended, Securities and Exchange Board of India (Issueand Listing of Debt Securities) (Amendment) Regulations, 2012 issued videcircular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, asamended and Securities and Exchange Board of India (Issue and Listing of DebtSecurities) (Amendment) Regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January 31, 2014, and any other rule,regulation or amendment as may be issued by SEBI from time to time.

SEBI Debt Regulations Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 as amended from time to time.

SLR Bonds Statutory Liquidity Ratio BondsTDS Tax Deducted at Source


II. DISCLAIMERS

DISCLAIMER OF THE ISSUER

This Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is prepared inconformity with Form PAS-4 prescribed under Section 42 and Rule 14(1) of Companies (Prospectus and Allotmentof Securities) Rules, 2014, SEBI Guidelines and RBI Guidelines. This Private Placement Offer Letter is neither aProspectus nor a Statement in Lieu of Prospectus and is prepared in accordance with Companies Act, 2013 and therelevant rules and regulations therein and SEBI Guidelines, RBI Guidelines. This document does not constitute anoffer to the public generally to subscription for or otherwise acquire the Bonds to be issued by IFCI Venture CapitalFunds Ltd.. This document is for the exclusive use of the investors to whom it has been specifically addressed and itshould not be circulated or distributed to third party (ies). It is not and shall not be deemed to constitute an offer oran invitation to the public in general to subscribe to the Bonds issued by the Issuer. This Bond issue is made strictlyon private placement basis. Apart from this Private Placement Offer Letter, no offer document or prospectus hasbeen prepared in connection with the offering of this Issue or in relation to Issuer.

This Private Placement Offer Letter is not intended to form the basis of evaluation for the prospective subscribers towhom it is addressed and who are willing and eligible to subscribe to the Bonds issued by IFCI Venture CapitalFunds Ltd. This Private Placement Offer Letter has been prepared to give general information regarding IFCIVenture Capital Funds Ltd. to parties proposing to invest in this issue of Bonds and it does not purport to contain allthe information that any such party may require. IFCI Venture Capital Funds Ltd. believes that the informationcontained in this Private Placement Offer Letter is true and correct as of the date hereof. IFCI Venture Capital FundsLtd. does not undertake to update this Private Placement Offer Letter to reflect subsequent events and thusprospective subscribers must confirm about the accuracy and relevancy of any information contained herein withIFCI Venture Capital Funds Ltd.. However, IFCI Venture Capital Funds Ltd. reserves its right for providing theinformation at its absolute discretion. IFCI Venture Capital Funds Ltd. accepts no responsibility for statements madein any advertisement or another material and anyone placing reliance on any other source of information would bedoing so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and judgment before making the investmentand are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing inBonds. It is the responsibility of the prospective subscribers to have obtained all consents, approvals orauthorizations required by them to make an offer to subscribe for, and purchase the Bonds. It is the responsibility ofthe prospective subscribers to verify if they have necessary power and competence to apply for the Bonds under therelevant laws and regulations in force. Prospective subscribers should conduct their own investigation, due diligenceand analysis before applying for the Bonds. Nothing in this Private Placement Offer Letter should be construed asadvice or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Bonds. Theprospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any duty of carein respect of this private placement offer to subscribe for the Bonds. Prospective subscribers should also consulttheir own advisors on the implications of application, allotment, sale, holding, ownership and redemption of theseBonds and matters incidental thereto.

This Private Placement Offer Letter is not intended for distribution. It is meant for the consideration of the person towhom it is addressed and should not be reproduced by the recipient. The securities mentioned herein are beingissued on private placement basis and this offer does not constitute a public offer/ invitation.

The Issuer reserves the right to withdraw the private placement of the Bond issue prior to the issue closing date(s) inthe event of any unforeseen development adversely affecting the economic and regulatory environment or any otherforce majeure condition including any change in applicable law. In such an event, the Issuer will refund theapplication money, if any, along with interest payable on such application money, if any.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA


This Private Placement Offer Letter issue/offer/invitation has not been approved by Securities & Exchange Board ofIndia (SEBI). The Bonds have not been recommended or approved by SEBI nor does SEBI guarantee the accuracyor adequacy of this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement OfferLetter should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI doesnot take any responsibility either for the financial soundness of any scheme or the project for which the Issue isproposed to be made, or for the correctness of the statements made or opinions expressed in this Private PlacementOffer Letter. Pursuant to rule 14 (3) of The Companies (Prospectus and Allotment of Securities) Rules, 2014, a copyof this Private Placement Offer Letter shall be filed with the Registrar of Companies, National Capital Territory ofDelhi & Haryana along with fee as provided in The Companies (Registration Offices and Fees) Rules, 2014 andwith SEBI within a period of thirty days of circulation of this Private Placement Offer Letter. However SEBIreserves the right to take up at any point of time, with IFCI Venture Capital Funds Ltd., any irregularities or lapsesin this Private Placement Offer Letter.

DISCLAIMER OF THE ARRANGERS

It is advised that IFCI Venture Capital Funds Ltd. has exercised self-due-diligence to ensure complete compliance ofprescribed disclosure norms in this Private Placement Offer Letter. The role of the Arrangers to the Issue in theassignment is confined to marketing and placement of the Bonds on the basis of this Private Placement Offer Letteras prepared by IFCI Venture Capital Funds Ltd.. The Arrangers to the Issue have neither scrutinized/ vetted nor havethey done any due-diligence for verification of the contents of this Private Placement Offer Letter. The Arrangers tothe Issue shall use this Private Placement Offer Letter for the purpose of soliciting subscription from qualifiedinstitutional investors in the Bonds to be issued by IFCI Venture Capital Funds Ltd. on private placement basis. It isto be distinctly understood that the aforesaid use of this Private Placement Offer Letter by the Arrangers to the Issueshall neither in any way be deemed or construed that this Private Placement Offer Letter has been prepared, cleared,approved or vetted by the Arrangers to the Issue, nor do they in any manner warrant, certify or endorse thecorrectness or completeness of any of the contents of this Private Placement Offer Letter; nor do they takeresponsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme orproject of IFCI Venture Capital Funds Ltd.. The Arrangers to the Issue or any of its directors, employees, affiliatesor representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever natureand extent in connection with the use of any of the information contained in this Private Placement Offer Letter.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Private Placement Offer Letter has been submitted to BSE (hereinafter referred to as“Exchange”) for hosting the same on its website. It is to be distinctly understood that such submission of thedocument with BSE or hosting the same on its website should not in any way be deemed or construed that thisPrivate Placement Offer Letter has been cleared or approved by the Exchange; nor do they in any manner warrant,certify or endorse the correctness or completeness of any of the contents of this document; nor do they warrant thatthe Issuer’s bonds will be listed or continue to be listed on the Exchange; nor do they take responsibility for thefinancial or other soundness of this Issuer, its promoters, its management or any scheme or project of IFCI VentureCapital Funds Ltd.. Every person who desires to apply for or otherwise acquire any bonds of the Issuer may do sopursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchangewhatsoever by reason of any loss which may be suffered by such person consequent to or in connection with suchsubscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reasonwhatsoever.

DISCLAIMER OF THE RESERVE BANK OF INDIA

The Bonds have not been recommended or approved by the RBI nor does RBI guarantee the accuracy or adequacyof this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement Offer Lettershould not, in any way, be deemed or construed that the Bonds have been recommended for investment by the RBI.RBI does not take any responsibility either for the financial soundness of the Issuer, or the Bonds being issued bythe Issuer or for the correctness of the statements made or opinions expressed in this Private Placement Offer Letter.The potential investors may make investment decision in respect of the Bonds offered in terms of this PrivatePlacement Offer Letter solely on the basis of their own analysis and RBI does not accept any responsibility about


servicing/repayment of such investment.III. GENERAL INFORMATION

IFCI Venture Capital Funds Ltd. (IFCI Venture), a Public Financial Institution under Sec 4A of the Companies Act1956 (now Section 2(72)((iv) of the Companies Act 2013), is a subsidiary of IFCI Ltd. (IFCI). IFCI holds 98.60%equity in IFCI Venture. IFCI is a Government controlled company with 55.53% stake in its equity. Our companywas set-up in 1975 as ‘Risk Capital Foundation’ (RCF) with the objective to broaden entrepreneurs’ base in India byproviding risk capital mainly to first generation entrepreneurs under a “Risk Capital Scheme”. In 1988, RCF wascorporatized and the name was changed to Risk Capital and Technology Finance Corporation Limited (RCTC) andlaunched the “Technology Finance & Development Scheme”, to promote indigenous technologies. Thereafter, inJuly, 1991, it took up the management of Venture Capital Fund named VECAUS-III, floated by UTI & IFCI. Toalign itself with the objective of the venture Capital arm of IFCI, the name was changed to IFCI Venture CapitalFunds Limited in year 2000. IFCI Venture Capital Funds Ltd is also registered with RBI as an NBFC with itsAnnual Accounts being audited by Comptroller and Auditor General of India (CAG).

NAME AND ADDRESS OF REGISTERED/HEAD/CORPORATE OFFICE OF THE ISSUER

Name of the Issuer : IFCI Venture Capital Funds Ltd.Registered/ Head Office/ : IFCI Tower, 61, Nehru Place, New Delhi - 110 019Website : www.ifciventure.comE-mail : [email protected] Number : 011 41732511, 41732525, 26453319Fax Number : 011 26453348CIN : U65993DL1988PLC030284

Compliance/Nodal Officer and Chief Financial Officer

Compliance/Nodal Officer:

Mr. Mukesh Girdhar (Company Secretary)IFCI Tower, 61, Nehru Place, New Delhi -110019. Tel:011-26441502; Fax: 26453348Email: [email protected]

Chief Financial Officer

Ms. Indu GuptaIFCI Tower, 61, Nehru Place, New Delhi -110019. Tel: 011- 41732511; Fax: 26453348Email: [email protected]

SOLE ARRANGER TO THEISSUE

TRUSTEE FOR THEBONDHOLDERS


Real Growth Securities Private Limited112-A, Jyoti Shikhar, District Centre,Janak Puri, New Delhi- 110058Tel.: 011-25513114-15Fax: 011-25532212Email: [email protected] Registration Number:INM000011492

IL&FS Trust Company Ltd.The IL&FS Financial Centre, Plot No. C-22, G Block, 3rd Floor, Bandra KurlaComplex, Bandra (East), Mumbai –400051.Tel: 022 – 26593082Fax: 022 – 26533297Email: [email protected] Registration Number:IND000000452


Credit Rating Agencies

Brickwork Ratings India Private Limited (BWR Ratings)3rd Floor, Raj Alkaa Park, 29/3 & 32/2, Kalena Agrahara,


Bannerghatta Road, Bangalore·560076.Phone: +9180 40409940Fax: +9180 40409941

STATUTORY AUDITORS OF THE ISSUER

S.No. Name Address Auditors of theCompany Since

1 M/s Dinesh Jain & Associates.Chartered Accountants,ICAI Firm Registration: 004885N

A-115, Vikas Marg- II Floor, Shakarpur, Delhi –110 092

Tel: 011 – 23236958Email: [email protected] Person: Shri D.K. Jain

August 21, 2013

Details of change in Auditors of the Company since last three years: NIL

S.No Financial Name Address Date of RemarkYear Appointment (If any)

1 2011-12 M/s. Thakur, VaidyanathAiyar & Co., CharteredAccountants

221-223, Deen DayalUpadhyaya Marg, NewDelhi – 110 002

September 30, 2011 Appointed byShareholders bypassing SpecialResolution

2 2012-13 M/s. Thakur, VaidyanathAiyar & Co., CharteredAccountants

221-223, Deen DayalUpadhyaya Marg, NewDelhi – 110 002

September 29, 2012 Appointed byShareholders bypassing SpecialResolution

3 2013-14 M/s Dinesh Jain &Associates, CharteredAccountants

A-115, Vikas Marg- IIFloor, Shakarpur, Delhi– 110 092

August 21, 2013 Appointed byComptroller andAuditor General ofIndia

Auditors’ Qualifications

Details with respect to qualifications, reservations and adverse remarks of the auditors of the Company in the lastfive financial years immediately preceding the year of circulation of Private Placement Offer Letter and their impacton the financial statements and financial position of the Company and the corrective steps taken and proposed to betaken by the Company for each of the said qualifications, reservations and adverse remarks are given as under:

Financial Year Auditors’ qualifications, reservations and adverse remarks2013-14 Nil2012-13 Nil2011-12 Nil2010-11 Nil2009-10 Nil


IV. OUR MANAGEMENT

Our Board

The following table sets forth details regarding our Board as on the date of this Private Placement Offer Letter.

Name, Fathers' Name.Designation, Occupation,DIN, Age and Nationality

Residential AddressDirector of the

CompanySince

Other Directorships

Shri Malay MukherjeeFather’s Name: Shri JagadishChandra MukherjeeDesignation: ChairmanOccupation: ServiceDIN: 02272425Age: 59Nationality: Indian

C-159 (GF), GK Part-I,New Delhi- 110 048

January 8,2014

IFCI Limited IFCI Factors Limited IFCI Infrastructure Development Limited Tourism Finance Corporation of India

Limited IFCI Financial Services Limited Entrepreneurship Development Institute of

India Management Development Institute Institute of Leadership Development Stock Holding Corporation of India Limited

Shri Anil VidyarthiFather’s Name: Shri J.C.S.VidyarthiDesignation: IndependentDirectorOccupation: ProfessionalDIN: 01226257Age: 67Nationality: Indian

831, New MilleniumApartments (Rao CGHSLtd.), Plot 2, Sector 23,Dwarka, New Delhi –110075

July 2, 2007 Shikhar Microfinance Private Limited

Dr. Ravi GuptaFather’s Name: Late Shri OmPrakash GuptaDesignation: IndependentDirectorOccupation: ProfessionalDIN: 00023487Age: 60Nationality: Indian

D-17A, Kailash Colony,New Delhi - 110 048

September 30,2011

RRG Infotech Private Limited Rojus Corporate Services Private Limited RRG Corporate Services Private Limited Marg Strategic Consultants Private Limited Bluewater Infrastructure Private Limited Bluewater Healthcare Private Limited Bluewater Breweries & Distilleries Private

Limited Preet Township Private Limited Flair Publications Private Limited ISH Infracon Private Limited ISH Infratech Private Limited Sheevam Comfort Hotels Private Limited Triple Crown Consulting Private Limited

Shri Pavan Kumar VijayFather’s Name: Shri RajBahadur VijayDesignation: IndependentDirectorOccupation: ProfessionalDIN: 00001110Age: 50Nationality: Indian

C-543, 2nd Floor,Defence Colony, NewDelhi, 110024

September 5,2012

Corporate Professionals Capital PrivateLimited

Corporate Professionals .Com PrivateLimited

Aspiring IT Solutions Private Limited Corporate Professionals Infrastructure

Private Limited Corporate Professionals eSolutions Private

Limited Aspiring Holdings Private Limited Corporate Knowledge Foundation Corporate Professionals Brands Holding

Private Limited Corporate Professionals Consultants LLP


Name, Fathers' Name.Designation, Occupation,DIN, Age and Nationality

Residential AddressDirector of the

CompanySince

Other Directorships

Acclivant Outsourcing Services LLP

Shri Karna Singh MehtaFather’s Name: Shri Jai SinghMehtaDesignation: IndependentDirectorOccupation: ProfessionalDIN: 00128166Age: 68Nationality: Indian

C-70, PanchsheelEnclave, New Delhi,110017

September 5,2012

Kothari Management & IndustrialConsultants Private Limited

Transport Corporation of India Limited Radico Khaitan Limited S.S. Kothari Mehta & Co., New Delhi S.S. Kothari Mehta & Co., Mumbai S.S. Kothari Mehta & Co., Chandigarh S.S. Kothari Mehta & Co., Hyderabad S.S. Kothari & Co., Chandigarh S.S. Kothari & Co., Mumbai S.S. Kothari & Co., Hyderabad S.S. Kothari & Co., Jaipur S.S. Kothari & Co., Kolkata

Shri Ajoy Kumar DebFather’s Name: Shri ArunKumar DebDesignation: IndependentDirectorOccupation: ProfessionalDIN: 02691119Age: 62Nationality: Indian

H-1490, C R Park, NewDelhi, 110019

November 28,2013

SMERA Ratings Limited IFCI Factors Limited

Shri Amarjit ChopraFather’s Name: Late ShriSardari Lal ChopraDesignation: IndependentDirectorOccupation: ProfessionalDIN: 00043355Age: 62Nationality: Indian

11, Empire Estate, MGRoad, Sultanpur, NewDelhi, 110030

July 30, 2014 Roop Automotives Limited Rico Auto Industries Limited ICAI Accounting Research Foundation Urban Improvement Co Pvt Ltd GSA & Associates

Shri Sudhir GargFather’s Name: Late Shri RamKishore GargDesignation: DirectorOccupation: ServiceDIN: 06777363Age: 62Nationality: Indian

House No. 512, Sector11-D, Faridabad –121006

January 8,2014

Stock Holding Corporation of India Limited Alok Industries Limited IFCI Factors Limited Vadinar Oil Terminal Limited

Shri Shivendra TomarFather’s Name: Shri Udai VirSingh TomarDesignation: ManagingDirectorOccupation: ServiceDIN: 03174406Age: 47Nationality: Indian

9/67, Sector- 3,Rajendra Nagar,Sahibabad, Ghaziabad-201005, Uttar Pradesh

April 9, 2014 Nil

None of the current Directors of the Issuer appear in the RBI’s defaulter list and/or ECGC default list.

Relationship with other DirectorsNone of the Directors of the Company are, in any way, related to each other.


Details of Changes in Directors in last 3 years:

Details of Change in Directors inlast three years:-Name DIN Designation Date of

AppointmentDate of

CessationReason

Shri Atul Kumar Rai 00134638 Chairman 06/09/2007 31/05/2013 Withdrawal ofNomination

Shri Anil S.Supanekar

00023254 Director 23/05/2008 30/09/2011 Resignation

Shri S. K. Mandal 00086235 Director 30/06/2008 26/12/2012 ResignationShri M. K. Sharma 00327968 Director 30/06/2008 27/08/2012 ResignationShri G. S. Vedi 02286126 Director 30/09/2011 25/02/2012 ResignationShri Pavan KumarVijay

00001110 Director 05/09/2012 N.A. Appointed asIndependent Director

Shri K. S. Mehta 00128166 Director 05/09/2012 N.A. Appointed asIndependent Director

Shri S.B. Nayar 02175871 Chairman 26/07/2013 11/12/2013 Withdrawal ofNomination

Shri Ajoy KumarDeb

02691119 Director 28/11/2013 N.A. Appointed asIndependent Director

Shri MalayMukherjee

02272425 Chairman 08/01/2014 N.A. Nominated by IFCI Ltd.,Holding Company

Shri Sudhir Garg 06777363 Director 08/01/2014 N.A. Nominated by IFCI Ltd.,Holding Company

Shri S.P. Arora 00061420 ManagingDirector

09/03/2010 09/04/2014 Withdrawal ofNomination

Shri ShivendraTomar

03174406 ManagingDirector

09/04/2014 N.A. Nominated by IFCI Ltd.,Holding Company

Shri Amarjit Chopra 00043355 Director 30/07/2014 N.A. Appointed asIndependent Director

Remuneration of Directors (during the current year and last three financial years)

i. Chairman and Managing Director and Whole Time Directors

The following table sets forth the details of remuneration paid to the Whole Time Directors during the FY 2014-15(up to 31st August 2014):

Name of the DirectorSalary& Allowances,Performance linked

Incentive/Ex-gratia (`)Other Benefits (`) Total (`)

Shri Shivendra Tomar 10,35,185 80,150 11,15,335

The following table sets forth the details of remuneration paid to the Whole Time Directors during the FY 2013-14:



Shri S.P. Arora Nil Nil Nil





Shri S.P. Arora 45,53,897 - 45,53,897




Shri S.P. Arora 37,68,220 - 37,68,220

ii. Part time Non official Independent Directors

The Part time Non official Independent Directors do not have any material pecuniary relationship or transaction withthe Company. The Board of Directors in their meeting held on April 26, 2011 decided to pay following as sitting feeto Part time Non-official Independent Directors for Board/Committee meeting:

S. No Meetings Sitting fees per Meeting (in Rs.)1 Board Meeting 12,0002 Committee Meeting 7,0003 Any other (Please Specify) -

Remuneration of Part-time Non official Directors

Set forth below are the details of the sitting fees paid to Independent Directors during FY 2014-15 (up to 31stAugust, 2014):

S. No Name of the Part time Nonofficial Independent Directors

Sitting fees (in `) Total

(in `)Board Meeting CommitteeMeeting

1 Dr. Ravi Gupta 24000 49,000 73,0002 Shri Anil Vidyarthi 24000 84,000 1,08,0003 Shri Pavan Kumar Vijay 24000 14,000 38,0004 Shri Ajoy Kumar Deb 36000 35,000 71,0005 Shri K. S. Mehta 24000 - 24,000

Set forth below are the details of the sitting fees paid to Independent Directors during Fiscal 2013-14




1 Shri Anil Vidyarthi 48,000 63,000 1,11,000


2 Dr. Ravi Gupta 36,000 49,000 85,000

3 Shri Pavan Kumar Vijay 48,000 - 48,000

4 Shri K. S. Mehta 24,000 - 24,000

5 Shri Ajoy Kumar Deb 24,000 21,000 45,000





1 Shri Anil Vidyarthi 36,000 56,000 92,000

2 Dr. Ravi Gupta 48,000 63,000 1,11,000

3 Shri Mahendra K. Sharma 12,000 7,000 19,000

4 Shri Pavan Kumar Vijay 24,000 - 24,000

5 Shri K. S. Mehta 24,000 - 24,000





1 Shri Anil Vidyarthi 36,000 49,000 85,000

2 Shri M. K. Sharma 48,000 21,000 69,000

3 Dr. Ravi Gupta 12,000 7,000 19,000

4 Shri G. S. Vedi 12,000 - 12,000

Interests of our Directors

Except as otherwise stated in “Financial Statements – Related Party Transactions” our Company has not entered intoany contract, agreements and arrangement during the three financial years preceding the date of this PrivatePlacement Offer Letter in which the directors are interested directly or indirectly and no payments have been madeto them in respect of such contracts or agreements.

All our Directors, including our Independent Director, may be deemed to be interested to the extent of fees, if any,payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of otherremuneration and reimbursement of expenses payable to them.

Related Party Transactions

Disclosure of details pertaining to related party transactions, entered during the last 3 financial years immediatelypreceding the year of circulation of offer letter in terms of Accounting Standard-18 issued by the Institute ofChartered Accountants of India (ICAI) - “Related Party Disclosures” are as under

FY 2013-14, 2012-13 and 2011-12:

1. Name of the related party and nature of relationship-


Nature of Relationship Name of the Related PartyHolding company IFCI Ltd. (IFCI)

Key Managerial Personnel (deputed from IFCI) Shri S.P. Arora (MD)Associate Company IFCI Infrastructure Development Ltd. (IIDL)

IFCI Financial Services Ltd. (IFIN)Narayan Sriram Investment Pvt Ltd. (NSIPL)IFCI Factors Ltd.

2. Transaction with the related party during the period:-

(i) Transaction with the related party during the period:-

Type of Transaction – IFCI 2013-14 (Rs.) 2012-13 (Rs.) 2011-12 (Rs.)

Loan granted by IFCI 25,00,00,000 3,00,00,000 39,00,00,000Repayment of Loan to IFCI - 10,50,00,000 31,50,00,000Loan Outstanding to IFCI 25,00,00,000 - 7,50,00,000Interest on Loan Paid to IFCI - 7,15,685 22,46,986Rent paid to IFCI (Exclusive of service tax andeducation cess)

51,62,000 1,03,87,689 1,46,47,536

Salaries paid to IFCI for employees deputed by IFCILtd.

25,16,967 28,50,512 37,68,220

Paid to IFCI towards HR Management Services( Exclusive of service tax and education cess)

5,00,000 5,61,800 5,00,000

Paid to IFCI towards Telephone Expense 44,597 1,23,447 233364Paid to IFCI towards Stationery Expense 19,338 49,120 84,150Paid to IFCI towards Lunch Expense 89,410 2,56,620 8,530Paid to IFCI towards Professional fee - 5,61,800 -

Paid towards insurance policy for employees deputedby IFCI

6,657 11,131 -

Paid towards Gratuity of employees deputed by IFCI 53,868 1,01,272 -

Paid towards internet data card for employees deputedby IFCI

8,056 - -

Paid towards incentive to Managing Director deputedby IFCI

- 32,00,000 -

Type of Transaction – IFCI InfrastructureDevelopmentLimited (IIDL)Sale of Office Car to IIDL - - 7,10,000

Type of Transaction – IFCI Financial ServicesLtd. (IFIN)Loan granted to IFIN - - 3,70,00,000

Loan Repayment by IFIN - - 3,70,00,000

Outstanding Loan of IFIN - - -

Interest on Loan received from IFIN - - 4,71,575

Type of Transaction –NSIPL

Loan granted to NSIPL 26,00,00,000 23,50,00,000 7,34,00,000


Loan Repayment by NSIPL 22,00,00,000 23,50,00,000 7,34,00,000

Outstanding Loan of NSIPL 4,00,00,000 - -

Interest on Loan received from NSIPL 2,02,15,772 1,08,67,437 11,07,962

Type of Transaction –IFCI Factors

Loan granted to IFCI Factors - 52,00,00,000 52,40,00,000Loan Repayment by IFCI Factors - 52,00,00,000 52,40,00,000Outstanding Loan of IFCI Factors - - -Interest on Loan received from IFCI Factors - 25,01,368 36,23,289Loan granted by IFCI Factors 20,00,00,000 62,80,00,000

Loan Repayment to IFCI Factors 20,00,00,000 62,80,00,000

Outstanding Loan of IFCI Factors -

Interest on Loan paid to IFCI Factors 42,91,233 34,88,754

Balance Outstanding with the related party during the period:-

Type of Transaction – IFCI 2013-14 (Rs.) 2012-13 (Rs.) 2011-12 (Rs.)

Payable to IFCI towards salary of employees deputedby IFCI

4,87,899 1,63,664 -

Paid to IFCI towards gratuity of employees deputedby IFCI

55,110 28,291 -

Interest payable to IFCI Ltd. 3,69,863 - 1,66,438

Except for the above, there were no materially significant related party transactions i.e. transactions material innature with its Promoters, Directors or the management, their subsidiaries or relatives etc. that may potentiallyconflict with the interests of the Company at large.

(ii) There has been no non-compliance by IFCI Venture nor any penalties imposed on the Company by anyauthorities.

(iii) In view of the size and operations of IFCI Venture, the Vigil Mechanism Policy, in line with the CompaniesAct, 2013 was formulated by the Audit Committee and recommended to the Board of Directors of IFCI Venture forapproval.

(iv) As IFCI Venture is not under obligation to comply with the mandatory clauses, the report is being prepared as aGood Corporate Governance Policy.

Interest of Key Managerial Persons/Promoters in the Offer

NIL

Litigation

Statement of pending legal cases

Sl.

No.

Name of borrower(s)/

Company/Projectdetails

Sanctioned

Amount/

Security

Principal /

(Claim

Amount )/

Status of Case


Counsel Details of

Suit filed

CORPORATE LOAN CASES1A. Speck Systems Ltd.

Recovery suit in DRT,Delhi

Short TermLoan to the tuneof Rs.500 lakhsSecurityPersonalGuarantees ofPromoters

Claim amt. –3,87,65,927/-Date of filing suit-26/12/2011

Following default, Recovery suitwas filed in DRT. The matter islisted for arguments.

1B. Speck Systems Ltd.138 complaint

- same - Rs.52.26 lakhsDate of filing suit-8/7 2010

On account of Hon’ble SupremeCourt judgment in a recent case, allthe matters related to bouncedcheques will transfer to draweebank branch and the case is undertransfer.

2A. Varun Industries Ltd.138 complaint – I

Case No. 7184/2012

Claim amt. –2,67,53,279/-Date of filingcomplaint-24/4/2012


2B. Varun Industries Ltd.138 complaint – II

Case No. 9826/2012

- same - Claim amt. –7,64,01, 639/-Date of filingcomplaint-26/6/2012


2C. Filed against IFCIVenture by:Varun Industries Ltd.In City CivilCourtBombayTwo separateapplications werefiled by Varun

- same - Suit No. 71 of2013and vide SuitNo. 5347 of 2012) on22-11-2012

Two cases filed by Varun :-

1) Challenging the authorityof AVP(L) forrepresenting the legalcase.

2) Declaration suit fordeemed owner of shares.

Pending for adjudication.

3 Trinethra Infra VenturesLtd.138 complaint

-

Two cheques ofRs. 55 Lakhseach

Claim amt. –1,10,00,000/-Date of filingcomplaint-24/4/2012


4A. Crew B.O.S. ProductsLimited (DRT)

Shot Term Loanof Rs. 500 lakhSecurity:Guarantee

Date of filing:27.12.2012, DRT,Delhi

For file evidence.


4B. Crew B.O.S. ProductsLimited138 complaint

Shot Term Loanof Rs. 500 lakhSecurity:Guarantee

Date of filingcomplaint-03.09.2013, Rs. 21lakhs

Notice serving stage.

5A. Ankur Drugs &PharmaLtd. (DRT)

Shot Term Loanof Rs. 1500 lakhSecurity:Mortgage ofProperty

Date of filing:17.01.2013,DRT, Delhi

For filing of evidence by theopposite party.

5B. Ankur Drugs &PharmaLtd.

DRT, Chandigarh

Shot Term Loanof Rs. 1500 lakhSecurity:Mortgage ofProperty

DRT, Chandigarh(Filed by AnkurDrugs)

The matter posted for arguments.

6A. Shri Lakshmi DefenceSolutions Limited

138 Compliant - I

Corporate Loanof Rs. 12.00 coreSecurity:Pari-passu chargeon shares andproperty withIFCI

District Court, Saket

D.o.F. – 20.11.2013

On account of Hon’ble SupremeCourt judgement in a recent case,all the matters related tobouncedcheques will transfer todrawee bank branch and the case isunder transfer.

6B. Shri Lakshmi DefenceSolutions Limited

DRT – Recovery Suit

Corporate Loanof Rs. 12.00 coreSecurity:Pari-passu chargeon shares andproperty withIFCI

DRT-I, Delhi

D.o.F. – 11.04.2014

Arguments stage.

7A. Hi-Point Investment&Finance PrivateLimited (ERA)

OA before DRT-I

Corporate Loanof Rs. 20.00croreSecurity:Pledge of sharesand Mortgageeof Property

DRT, DelhiD.O.F.:-20.11.2013OA Amt.:- Rs. 21.24lakhs

Arguments stage.

7B. H-Point Finance &Services Limited (ERA)

138 Compliant

Corporate Loanof Rs. 20.00crore

Saket District Court

D.O.F.:-11.04.2014


8. Marg Limited

138 Compliant

Short Term Loanof Rs. 18.00croreSecurityPledge of Shares,

Saket, District Court

D.O.F.:-10.12.2013

On account of Hon’ble SupremeCourt judgment in a recent case, allthe matters related to bouncedcheques will transfer to draweebank branch and the case is under


Mortgage ofLand

transfer.

9. Ameya Laboratories Ltd.(formerly Anu’s Lab)

138 Compliant

Short Term Loanbalance of Rs.1.69 crore.

Saket District Court

D.o.F. 02.01.2014

On account of Hon’ble SupremeCourt judgement in a recent case,all the matters related to bouncedcheques will transfer to draweebank branch and the case is undertransfer.

10 Suniciti FinancialServices Limited

138 Compliant

- Samhita Legal

Saket District Court On account of Hon’ble SupremeCourt judgement in a recent case,all the matters related to bouncedcheques will transfer to draweebank branch and the case is undertransfer.

DECREED CASES1. Trinethra Infra Ventures

Ltd.

DRT

Short Term ofRs.500 lakhsSecurityPersonalGuarantees ofPromoters

Date of filing suit-20/12/2012Date of DecreeOrder – 30th August, 2013DRT, Delhi

The PO on 30th August, 2013passed ex-parte order in favor ofIFCI Venture.Recoveryproceedings continued.

2. Varun Industries Ltd.DRT

Short TermLoans of Rs.1500lakhsSecurityPersonalGuarantees ofPromoters

Date of filing suit-30/04/2012Date of DecreeOrder – 29th April ,2014DRT, Delhi

The PO on 29th April, 2014 passedex-parte order in favor of IFCIVenture.Recovery proceedingscontinued.

Details of Any Inquire/Investigation/Inquiry Conducted under Companies Act, 2013 and previous companylaw during the last three years against the Company or its subsidiaries

NIL

Frauds committed Against Company

NIL

Details of default(s) and/or delay(s) in payments of any kind of statutory dues, debentures/ bonds/ debt securitiesand interest thereon, deposits and interest thereon, loans from any bank or financial institution and interestthereon and other financial indebtedness including corporate guarantee issued by the Company.

The Issuer has not defaulted on payment of any kind of statutory dues to the Government of India, StateGovernment(s), statutory/ regulatory bodies, authorities, departments etc.

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or anyprevious company law in the last three years immediately preceding the year of circulation of PrivatePlacement Offer Letter against the Company and its Subsidiaries

There has been no inquiry, inspection or investigation initiated or conducted against the Company under the


Companies Act or any previous company law in the last three years immediately preceding the year of circulation ofPrivate Placement Offer Letter. Further there was no prosecution filed, fines imposed, compounding of offencesagainst the Company or its subsidiaries in the last three years immediately preceding the year of circulation ofPrivate Placement Offer Letter.

Details of acts of material frauds committed against the Company in the last three years, if any, and if so, theaction taken by the Company

There has been no act of material fraud committed against the Company in the last three years immediatelypreceding the year of circulation of Private Placement Offer Letter.

Outstanding borrowings/ debt securities issued for consideration other than cash, whether in whole or part,at a premium or discount, or in pursuance of an option

Other than and to the extent mentioned elsewhere in this Private Placement Offer Letter, the Issuer has not issuedany debt securities or agreed to issue any debt securities or availed any borrowings for a consideration other thancash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception.


V. MANAGEMENT’S PERCEPTION OF RISK FACTORS

(A) FORWARD-LOOKING STATEMENTSWhile no forecasts or projections relating to the Company’s financial performance are included in this DisclosureDocument, this document contains certain “forward-looking statements” like intends/believes/expects and othersimilar expressions or variations of such expressions. These statements are primarily meant to give Investors anoverview of the Company’s future plans, as they currently stand. The Company operates in a highly competitive,regulated and ever-changing business environment, and a change in any of these variables may necessitate analteration of the Company’s plans. Further, these plans are not static, but are subject to continuous internal review,and may be altered if the altered plans are perceived to suit the Company’s needs better. Further, many of the plansmay be based on one or more underlying assumptions (all of which may not be contained in this DisclosureDocument) which may not come to fruition. Thus, actual results may differ materially from those suggested by theforward-looking statement. The Company cannot be held liable by estoppel or otherwise for any forward-lookingstatement contained herein. The Company and all intermediaries associated with this Disclosure Document donot undertake to inform Investors of any changes in any matter in respect of which any forward-looking statementsare made. All statements contained in this Disclosure Document that are not statements of historical fact constitute“forward-looking statements” and are not forecasts or projections relating to the Company’s financial performance.All forward-looking statements are subject to risks, uncertainties and assumptions that may cause actual results todiffer materially from those contemplated by the relevant forward-looking statement. Important factors that maycause actual results to differ materially from the Company’s expectations include, among others: General economic and business conditions in India; The Company’s ability to successfully implement its strategy and growth plans; The Company’s ability to compete effectively and access funds at competitive cost; Changes in Indian or international interest rates; The level of non-performing assets in its portfolio; Rate of growth of its loan assets; Potential mergers, acquisitions or restructurings and increased competition; Changes in tax benefits and incentives and other applicable regulations, including various tax laws; The Company’s ability to retain its management team and skilled personnel; Changes in laws and regulations that apply to NBFCs in India, including laws that impact its lending rates

and its ability to enforce its collateral; and Changes in political conditions in India.

(These are only illustrative and not exhaustive)

By their nature, certain market risk disclosures are only estimates and could be materially different from whatactually occurs in the future. As a result, actual future gains or losses could materially differ from those that havebeen estimated. Neither the Company nor any of its Directors nor any of their respective affiliates have anyobligation, or intent to update or otherwise revise any statements reflecting circumstances arising after the datehereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

(B) PRESENTATION OF FINANCIALS AND USE OF MARKET DATAUnless stated otherwise, the financial information used in this Private Placement Offer Letter is derived from theCompany’s financial statements for the period April 1, 2008 to March 31, 2014 and prepared in accordance withIndian GAAP and the Companies Act, 1956. The Issuer’s fiscal year commences on April 01 and ends on March 31of a particular year. Unless stated otherwise, references herein to a Fiscal Year are to the Fiscal Year ended March31 of the reference year. “Fiscal 2014” for instance, refers to the Fiscal year ended March 31, 2014. In this PrivatePlacement Offer Letter, any discrepancies in any table between the total and the sum of the amounts listed are due torounding-off.

Unless stated otherwise, macroeconomic and industry data used throughout this Disclosure Document hasbeen obtained from publications prepared by providers of industry information, Government sources andmultilateral institutions. Such publications generally state that the information contained therein has been obtainedfrom sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliabilitycannot be assured. Although the Issuer believes that industry data used in this Disclosure Document is


reliable, it has not been independently verified.

(C) INTERNAL/EXTERNAL RISK FACTORSThe following are the risks envisaged by the management, and Investors should consider the following riskfactors carefully for evaluating the Company and its business before making any investment decision. Unless thecontext requires otherwise, the risk factors described below apply to IFCI Venture Capital Funds Ltd only. The riskshave been quantified wherever possible. If any one of the following stated risks actually occurs, the Company’sbusiness, financial conditions and results of operations could suffer and therefore the value of the Company’s debtsecurities could decline.Note: Unless specified or quantified in the relevant risk factors, the Company is not in a position to quantify thefinancial or other implications of any risk mentioned herein below:

INTERNAL RISK FACTORS

Debenture Redemption ReserveNo Bond Redemption Reserve is being created for issue of Bonds in pursuance of this Private Placement OfferLetter.Management Perception: According to the Companies (Share Capital and Debentures) Rules, 2014 dated31.03.2014:For NBFCs registered with the RBI under Section 45-IA of the RBI (Amendment) Act, 1997, the adequacy of theDRR will be 25% of the value of debentures issued through public issue as per present SEBI (Issue & Listing ofDebt Securities) Regulation 2008, and no DRR is required in case of privately placed debentures. Therefore creationof DRR is not envisaged against the Bonds being issued under the terms of this Private Placement Offer Letter.

Credit RiskThe Company carries the risk of default by borrowers and other counterparties.Management Perception: Any lending and investment activity is exposed to credit risk arising from the risk ofrepayment default by the borrowers and counterparties. The Company has institutionalized a systematic creditevaluation process monitoring the performance of its asset portfolio on a regular and continual basis to detect anymaterial development, and also constantly evaluates the changes and developments in sectors to which it hassubstantial exposure. The Company also undertakes a periodic review of its entire asset portfolio with a view todetermine the portfolio valuation, identify potential areas of action and devise appropriate strategies thereon. TheCompany follows a conservative provisioning and write-off policy, which is in line with what is prescribed bythe RBI.

Contingent LiabilitiesThe Company’s contingent liabilities could adversely affect its financial condition.Management Perception: As on March 31, 2014, IFCI Venture Capital Funds Ltd had contingent liabilities of Rs1.69 lacs.

Interest Rate RiskThe Company’s business is largely dependent on interest income from its operations.Management Perception: The Company is exposed to interest rate risk principally as a result of lending tocustomers at interest rates and in amounts and for periods, which may differ from its funding sources(institutional/bank borrowings and debt offerings). The Company matches its interest rate positions to minimizeinterest rate risk. Despite these efforts, there can be no assurance that significant interest rate movements will nothave an effect on its results of operations. Interest rates are highly sensitive to many factors beyond its control,including the monetary policies of the RBI, deregulation of the financial sector in India, domestic and internationaleconomic and political conditions, inflation and other factors. Due to these factors, interest rates in India havehistorically experienced a relatively high degree of volatility. Nevertheless the endeavor of the Company will be tokeep the interest rate risk at minimum levels by proactively synchronizing resource raising and lending activities onan ongoing basis.

Access to Capital Markets and Commercial Borrowings


The Company’s growth will depend on its continued ability to access funds at competitive rates.Management Perception: With the growth of its business, the Company is increasingly reliant on funding from thedebt capital markets and commercial borrowings. The market for such funds is competitive and its ability toobtain funds at competitive rates will depend on various factors, including its ability to maintain its creditratings. While its borrowing costs have been competitive in the past due to its credit rating and the quality of itsasset portfolio, if the Company is unable to access funds at an effective cost that is comparable to or lower than itscompetitors, the Company may not be able to offer competitive interest rates for its loans. This may adverselyimpact its business, its future financial performance. The value of its collateral may decrease or the Company mayexperience delays in enforcing its collateral when its customers default on their obligations, which may result infailure to recover the expected value of collateral and adversely affect its financial performance.

EXTERNAL RISK FACTORS

Material changes in Regulations to which the Company is subjected, could cause the Company’s business tosuffer.Management Perception: NBFCs in India are subject to detailed supervision and regulation by the RBI. NBFCs notaccepting public deposits are exempt from most such provisions. The Company is generally subjected to changes inIndian law, as well as to changes in Government regulations and policies and accounting principles. The RBI alsorequires the Company to make provisions in respect of NPAs. The provision made is equal to or higher than thatprescribed under the prudential norms. Any changes in the regulatory framework affecting NBFCs including theprovisioning for NPAs or capital adequacy requirements could adversely affect the profitability of the Company orits future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.

Risk of competition in lending and resource raising could cause the Company’s business to sufferManagement Perception: Despite increasing competition, the Company has already established a strong presence inthe NBFC business in India. IFCI Venture Capital Funds Ltd offers a financial products and services, in the form ofCorporate Loans, catering to varied cross section of corporate customers. The management believes that theCompany’s brand equity, reach and strategic alliances along with its resource base would provide the necessarystrength to perform well in a competitive market.

A slowdown in economic growth in India could cause the Company’s business to sufferManagement Perception: The Company’s performance and the quality and growth of its assets are necessarilydependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affectits business, including its ability to grow its asset portfolio, the quality of its assets, and its ability to implement itsstrategy. India’s economy could be adversely affected by a general rise in interest rates, or various other factorsaffecting the growth of industrial, manufacturing and services sector or general down trend in the economy.

Notes to Risk Factors:Save, as stated elsewhere in this Disclosure Document, since the date of publishing audited financial accountscontained in this Disclosure Document:(a) no material developments have taken place that are likely to materially affect the performance or prospects ofthe Company; and(b) No developments have taken place in the last 55 days which materially and adversely affect the profitability ofthe Company or the value of its assets, or its ability to pay its liabilities within the next 12 months.


Existing Corporate Organogram (As on 31st Aug 2014)






VI. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESSSUMMARY OF BUSINESS

(i) OVERVIEW:

IFCI Venture Capital Funds Ltd, a subsidiary of IFCI Ltd. (IFCI) was set-up in 1975, with the objective to broadenentrepreneurs’ base in India by providing risk capital mainly to first generation entrepreneurs under “Risk CapitalScheme”. In 1988, IFCI Venture Capital Funds Ltd launched “Technology Finance & Development Scheme”, toprovide financial assistance for setting up projects aimed at commercialization of indigenous technologies. In July,1991, IFCI Venture Capital Funds Ltd took up management of Venture Capital Fund named VECAUS-III, floatedby UTI & IFCI. The assistance under VECAUS-III was to promote high profitability ventures with potentialinvolving innovative products/ technologies/ services, aimed at futuristic or new markets and having the twincharacteristics of high risk and high return. In the above schemes, IFCI Venture Capital Funds Ltd providedassistance to 400 projects in diversified sectors spread across the country. Most of these projects were set-up asSmall and Medium Enterprises (SMEs) and some of these companies have since significantly grown their businessactivities.

Consequently, over the years, IFCI Venture Capital Funds Ltd gained considerable experience in process ofinvesting in small enterprises. On the sidelines of these developments, IFCI Venture Capital Funds Ltd waspositioned as a PE/ VC arm of the IFCI Ltd. It also enjoys status of a Public Financial Institution under Sec 4A ofthe Companies Act 1956. (Now Section 2(72) of the Companies Act, 2013).

COMPANY PRESENT BUSINESS ACTIVITIES:

Over the years, IFCI Venture acquired expertise and experience of investing in technology-oriented &innovative projects. Since its inception, it has provided finance to over 400 ventures and supportedcommercialization of over 50 new technologies. It has pioneered efforts for widening entrepreneurial base in thecountry and catalyzed the introduction of Venture Capital activity in India.

IFCI Venture Capital Funds Ltd. is a Public Financial Institution (Notified in the Gazette of India) and VentureCapital arm of the IFCI Ltd., India’s first financial institution. IFCI Venture Capital Funds Ltd is also registered withRBI as a NBFC and provides secured corporate loan to profit making mid market companies in the range of Rs.5-25Crores. The company has a well defined credit policy for sanction of loans to its clients. The maximum tenor of theloan is 4 years. The loans allowed by the company generally have minimum 200% security coverage.

Initially, IFCI Venture Capital Funds Ltd. was promoted as an institution to promote small entrepreneurs. Since2008-09, IFCI Venture Capital Funds Ltd. is operating as a commercial organization. IFCI Venture Capital FundsLtd. undertook management of 3 new PE/VC funds viz., India Automotive Component Manufacturers PrivateEquity Fund – 1-Domestic (IACM-1-D), Green India Venture Fund (GIVF) and India Enterprise Development Fund(IEDF). All the three funds focus on investments in mid sized companies involved in setting up niche businessmodels in respective industry sectors with prospects of scalability, with a ticket size of Rs.10-30 Crores. In thecourse of Management of fund, IFCI Venture Capital Funds Ltd earns annual management fee @2% p.a. on theoutstanding fund corpus of Rs. 360 Crores as on 31st March, 2014. Besides, IFCI Venture Capital Funds Ltd wouldalso be entitled to profit sharing on investment subject to certain parameters.

COMPANY MISSION:

"To become the leading institutional player in VC industry of the country."

COMPANY VISION:

"To emerge as the most trusted partner for upcoming enterprises in the country, thereby contributing to the growthof the economy and in the process, optimizing returns on investment."


SUCCESS STORIES:

1. Benda Amtek Ltd. (Benda):Benda is engaged in manufacturing high precision engineering automotive components mainly fly wheel ring gears,assemblies for application to cars, two-wheelers, LCV, HCV, and stationary engines. Benda's flywheel ring gearsproduction is amongst the largest in India. Benda is also an OEM supplier for Maruti Udyog Limited, Hero Honda,LML, ILJIN (Hyundai), Escorts, Eicher, Mahindra, Telco, Hyundai, New Holland Tractors, L&T John Deere,Yamaha, Bajaj Auto, Simpson, Hindustan Motors, Honda Scooters and Sumitomo Corporation etc. Benda isalso a major supplier to the replacement market.

2. G Surgiwear Ltd. (Surgiwear):Surgiwear manufactures over 300 types of medical devices including implants, hydrocephalus shunt etc. It caters tovarious fields of medicine including products being manufactured for neurosurgery, orthopedics, plastic surgery,urosurgery, burns and wound treatment, dental surgery etc. Most of the products manufactured by the Company areexported to more than 50 countries in the world.

3. Guindy Machine Tools Ltd. (GMT):GMT is engaged in the design, manufacture and servicing of products in the fields of work holding, workpositioning, machine tools and metrology. GMT today has a customer base of more than 3000 highly satisfied usersand this list includes all major CNC Lathe manufacturers.

4. Guwahati Neurological Research Centre Ltd. (GNRC):GNRC is a 165 bedded multi specialty ISO-9002 certified hospital at Guwahati. It has state-of-the-art equipments,24-hours emergency services and intensive care units and 7 operation theatres. The hospital also featureshistopathology, immunology, biochemistry, microbiology, and non-invasive cardiac labs. GNRC runs a HeartInstitute and Institute of Neurological Sciences, which offers diploma programs. It is accredited by the NationalBoard of Examination.

5. Ind Sphinx Precision Ltd. (Ind-Sphinx):Ind-Sphinx, a leading producer of micro tools based in India, was set up in 1987 in technical and financialcollaboration with SPHINX WERKE MULLER A.G., Switzerland. Ind-Sphinx employs the latest Swiss-madeCNC/NC high precision grinders and German vision inspection equipment. With manpower extensivelytrained in Europe, the production processes reflect a deeply entrenched Swiss heritage.

6. Marck Biosciences Ltd. (Marck):Marck, located in Ahmedabad, India - is a versatile manufacturer & marketer of Sterile Liquid Parenteralsmanufactured using Aseptic Blow - Fill - Seal technology. Both Large & Small Volume Parenterals facilities areISO certified & cGMP compliant. Marck's Small Volume Parenterals facility addresses advanced markets like MCC- South Africa, MHRA - UK, TGA - Australia, Europe & US -FDA. Recently, Marck has got ANVISA - Brazilapproval for its small volume parenterals facility.

7. Ocean Sparkle Ltd. (OSL):OSL is engaged in the business of providing professionalized service of Comprehensive Port Operation andManagement, envisioned to fulfill the need for qualitative and efficient Port Infrastructure Operations andManagement in India, Capitalize on the opportunities evolving from privatization of the Port Infrastructure Sector inIndia.

8. SQL Star International Ltd. (SQL Star):SQL Star is a Global IT Solutions & Services enterprise. With 13 offices and locations in India and wholly ownedsubsidiaries in Australia, Singapore and United States of America and over 1100 professionals deployed,SQL Star is strategically poised to deliver complete IT solutions & Business Software Developer tools to itscustomers cost-effectively and consistently.In addition to Companies listed above, IFCI Venture had also extended soft loans to some of the leadingentrepreneurs for successfully setting up Business Ventures and positions their Companies among leaders of


respective industry sectors.

(ii) Profiles of Key Management Persons of IFCI Venture Capital Funds Ltd.

Mr. Shivendra Tomar, Managing Director, is a post-graduate in commerce and has done MBA from AligarhMuslim University. He has more than 19 years of experience in Investment Banking, Credit, Recovery, ResourceRaising, Corporate Advisory, etc.Shri Shivendra Tomar is presently on deputation from IFCI Ltd. since April, 2014.Prior to taking up this responsibility, he was Chief Credit Officer of IFCI Limited. In the year 2001, he joined IFCILtd., where he worked in various departments such as Resources, Liabilities, Restructuring, Corporate advisory,Credit and Recovery.Shri Tomar served as the CEO & Managing Director of IFCI Infrastructure Development Ltd.He has also served as the Managing Director and Chief Executive Officer at Tourism Finance Corp. of India fromJune 2011 to September 2012. He worked for about five years with Shriram Group of Chennai in Transport finance,looking after Business operations in North Indian states as Delhi, Uttar Pradesh, Rajasthan, Haryana, and Punjab.

Shri Satbir Singh, Chief Operating Officer, is Masters in Economics, Certified Associate of Indian Institute ofBankers (CAIIB) and has done “Diploma in Financial Management” from University of Mumbai. He started hiscareer in 1980 with IFCI Limited and has experience of more than 30 years in financial sector. During the last 10years, Shri Singh had the opportunity of working in Credit Appraisal and Monitoring Department at MumbaiRegional Office of IFCI Limited and its Head Office where he handled the large asset portfolio from variousindustries/sectors belonging to renowned business groups and, in the process, he has acquired significant exposure inbusiness development, credit appraisal, monitoring of assets, restructuring, management of non-performing assets,etc.

Ms. Indu Gupta, Chief Finance Officer, 44 years is a Master in Commerce from Delhi School of Economics,Graduate Cost & Works Accountants (Grad CWA) and Diploma in Business Finance. She has an experience ofabout 21 years in finance, taxation, Fund raising and Credit analysis and management of corporate loan portfolio.She also has experience in PE/VC Industry for Fund Structuring and taxation, monitoring and exits from investedbusiness

Ms. Poonam Garg, Deputy General Manager, 46 Years, is MBA, Associate Member of Institute of Cost & WorksAccountants of India (AICWA) and Diploma in Pharmacy (Delhi University). She has 20 years of work experiencein the Private Equity /Venture Capital industry. She is presently the Fund Officer of Green India Venture Fund andIndia Enterprises Development Fund. Domains of her experience include includes fund management fromcommencing to closing of fund, investor relation management, evaluation of proposals, project appraisal,monitoring, value addition, scanning environment for new developments in different sectors, analysis of portfoliocompanies and valuation of portfolio.

Ms. Bhavana Rao, Deputy General Manager, 46 Years, is PG diploma in management and advanced PG diplomain Renewable Energy, Master in Computer Application (MCA) from Gujarat University and B.Sc. (Electronics). Shehas 20 years of work experience in the Private Equity /Venture Capital industry. She is presently the Fund Officer ofIndia Automotive Component Manufactures Private Equity Fund -1-D and India Enterprises Development Fund.Domains of her experience in VC industry includes fund management from commencing to closing of fund, investorrelation management, evaluation of proposal, project monitoring, value addition to the ventures and defining exitstrategies. She also has experience in areas of system integration and IT administration, application softwaredesigning, development & implementation.

Mr. Om Joshi, Asst. General Manager (Law), 58 years is a law graduate (LL.B.) and PG Diploma in LabourLaws & Personnel Management, has 30 years of experience in legal due diligence, Drafting/vetting of investmentdocuments, legal interpretations, expertise in legal/statutory compliances, securitization and its enforcement,recovery of dues through court procedures.

Shri Mukesh Girdhar, 26 years, Company Secretary and Legal Officer, IFCI Venture Capital Funds Limited, is anAssociate Member of the Institute of Company Secretaries of India. He is a Commerce Graduate from DelhiUniversity. He also holds a bachelor degree in Law from CCS University. He is having an experience of more than 4years. His responsibility is with both Secretarial and Legal Departments. He has been associated with IFCI Venturesince October, 2012.


(iii) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS(STANDALONE BASIS)

Particulars 2014 2013 2012 2011

Net Worth 174.56 161.24 147.54 135.56

Total Debt 297.30 337.73 310.95 48.50

Non-Current Maturities of Long TermBorrowing

127.71 242.51 209.85 48.50

Short Term Borrowing 34.79 55.22 74.43 -

Current Maturities of Long TermBorrowing

134.80 40.00 26.67 -

Net Fixed Assets 0.08 0.23 0.38 0.61

Non Current Assets 206.33 250.08 304.04 90.81

Cash and Cash Equivalents 18.06 0.32 2.19 3.08

Current Investments 0.12 0.19 0.46 4.72

Current Assets 259.66 264.42 157.45 86.43

Current Liabilities 4.90 8.25 3.31 0.11

Off Balance Sheet Assets - - - -

Interest Income 62.28 65.76 35.53 9.94

Interest Expense (including otherBorrowing Cost)

31.93 37.41 18.37 1.19

Net Interest Income 30.35 28.35 17.16 8.75

Provisioning and write offs 8.24 5.27 1.56 4.38

PAT 20.39 20.71 19.01 13.14

Gross NPA (%) 4.45% 6.35% 0.00% 0.00%

Net NPA (%) 3.59% 5.32% 0.00% 0.00%

Total Loan Assets (net)

Tier I - CAR (%) 37.24% 31.16% 31.84% 75.10%

Tier II - CAR (%) 0.21% 0.19% 0.20% 0.17%

CAR Ratio (%) 37.45% 31.35% 32.04% 75.27%

Return on Net worth (average) 11.68% 12.84% 12.88% 9.69%

Debt Equity Ratio (times) 1.70 2.09 2.11 0.36

Total Assets 484.25 515.24 464.53 185.66

Return on Assets (average) 4.21% 4.02% 4.09% 7.08%

Gross Debt: Equity Ratio of the Company

Before the issue of Debt Securities (as On 31 March 2014) 1.49After the issue of Debt Securities 1.60

(iv) Project Cost and Means of Financing, In Case Of Funding Of New Projects:

NIL


VII. BRIEF HISTORY OF ISSUER SINCE INCORPORATION, DETAILS OF ACTIVITIESINCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION,CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) ANDBORROWINGS

ConstitutionOur Company, a subsidiary of IFCI Ltd. (IFCI) was set-up in 1975 as society with the name of Risk Capital Scheme.Subsequently, in 1988, it was incorporated under the provisions of Companies Act, 1956 and registered withRegistrar of Companies, NCT of Delhi and Haryana vide Certificate of Incorporation dated 12th January, 1988.Consequent upon change of name of the Company from Risk Capital and Technology Finance Corporation Ltd. toIFCI Venture Capital Funds Ltd., fresh Certificate of Incorporation dated 16th February, 2000 was issued byRegistrar of Companies, NCT of Delhi and Haryana. It is a Public Financial Institution (Notified in the Gazette ofIndia) and Venture Capital arm of the IFCI Ltd., India’s first financial institution. IFCI Venture Capital Funds Ltd isalso registered with RBI as a NBFC-ND-SI.

Changes in the Registered and Corporate Office in last three years

Date of shareholders’resolution

Change in address of the Registered Office

NIL

Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets

Our Company has neither acquired any entity, business or undertakings nor undertaken any mergers, amalgamation,or revaluation of assets.

Holding entity- Our PromoterOur Promoter is IFCI Ltd., holding 98.60% of our Equity Share capital as on date.

Joint VenturesNIL

Entities in Which We Have Equity InvestmentBiotech Consortium India Limited Rs.20 lakhsKrishna Hydro Energy Ltd. Rs.840 lakhs

CAPITAL STRUCTURE

1. The equity share capital of our Company, as on March 31, 2014, is set forth below:

Aggregate value at nominal value

A) Authorised Share Capital 1,50,00,00,000

B) Issued, Subscribed And Paid Up Share Capital 60,37,10,080Notes:

1. The present offer comprises of issue of Secured Redeemable Non-Convertible Bonds in the nature of Debentures (Series2014-I) of face value of Rs.10 lacs each for cash at par aggregating Rs. 20 crores with an option to retain oversubscription.

2. Since the present offer comprises of issue of non-convertible debt securities, it shall not affect the paid-up equity sharecapital or share premium account of the Company after the offer.

2. Changes in the Capital Structure for last five years


There is no change in the capital structure of the Company as on March 31, 2014, for the last five yearsother than as mentioned below.

3. Share Capital History

Date ofIssue/

allotment

No. of EquityShares of our

Company

FaceValue

(`)

Issueprice(`)

Nature forallotment

Conside-ration in

Cash/ otherthan cash

Equity ShareCapital (`)

CumulativeShare

Premium(Rs.in crores)

Equity ShareCapital

(Rs.in crores)

No. of EquityShares

22-Jan-2010

2,62,60,503 10 19.4 OnPreferential

Basis(Sec.81(1A))

509,453,797

26,26,05,030 47,47,89,912 60,37,10,080 6,03,71,008

Note: The equity share capital of the company has changed only once in the past 5 years.

4. Our Shareholding Pattern

Sl.No.

Particulars Numberof

Holders

Total No. ofEquityShares

No. of Sharesin demat

form

Total Shareholding as% of total no. of

equity shares1. IFCI Ltd.# 1 5,95,21,008 5,95,21,008 98.60

2 Tata Global Beverages Ltd. 1 2,50,000 2,50,000 0.41

3 Tata Chemicals Ltd. 1 2,50,000 2,50,000 0.41

4 IL&FS Financial Services Ltd. 1 2,50,000 2,50,000 0.41

5 Tata Steel Ltd. 1 1,00,000 1,00,000 0.17

Total 6,03,71,008 6,03,71,008 100.00# includes FOUR shares held by employees of IFCI Limited, for its beneficial interest, of IFCI Ltd. So the number ofshares held by IFCI Ltd are 5,95,21,004.

The particulars of four shareholders having beneficial interest of IFCI Limited are as under:-

NAME OF THESHAREHOLDER

NUMBER OF SHARESHELD

BENEFICIAL INTERESTWITH

Mr. S. P. Arora 1 IFCI LIMITEDMr. Rajeev Arora 1 IFCI LIMITEDMr. S. K. Bhatia 1 IFCI LIMITEDMs. Purnima Umesan 1 IFCI LIMITED

5. Except as set forth below, none of our Directors hold any Equity Shares as on March 31, 2014

NIL

6. Our top ten shareholders and the number of Equity Shares held by them, as on March 31, 2014 areas follows:

Sl.No.

Particulars Numberof

Holders

Total No. ofEquityShares

No. ofShares in

demat form

Total Shareholding as% of total no. of

equity shares1. IFCI Ltd.# 1 5,95,21,008 5,95,21,008 98.60

2 Tata Global Beverages Ltd. 1 2,50,000 2,50,000 0.41

3 Tata Chemicals Ltd. 1 2,50,000 2,50,000 0.41


4 IL&FS Financial Services Ltd. 1 2,50,000 2,50,000 0.41

5 Tata Steel Ltd. 1 1,00,000 1,00,000 0.17

Total 6,03,71,008 6,03,71,008 100.00# includes FOUR shares held by employees of IFCI Limited, for its beneficial interest, of IFCI Ltd. So the number ofshares held by IFCI Ltd are 5,95,21,004.

The particulars of four shareholders having beneficial interest of IFCI Limited are as under:-

NAME OF THE SHAREHOLDER NUMBER OF SHARESHELD

BENEFICIAL INTERESTWITH

Mr. S. P. Arora 1 IFCI LIMITEDMr. Rajeev Arora 1 IFCI LIMITEDMr. S. K. Bhatia 1 IFCI LIMITEDMs. Purnima Umesan 1 IFCI LIMITED

7. List of Top 10 Bondholders of the Company as on March 31, 2014:

S. NO NAME Amount1 Mtnl Employees Provident Fund Trust 268,000,000

2 Neyveli Lignite Corporation Employees Provident Fund Trust 250,000,000

3 Spmcil Employees Provident Fund Trust 240,000,000

4 Food Corporation Of India Cpf Trust 200,000,000

5 Trustees Hindustan Steel Limited Contributoryprovident Fund,Rourkela

170,000,000

6 Spmcil Provident Fund 140,000,0007 Delhi Development Authority 100,000,0008 Navodaya Vidyalaya Samiti Contributory Provident Fund A/C 55,000,000

9 Allahabad Bank (Employees') Pension Fund 50,000,000

10 Chhattisgarh State Electricity Board (Cseb) Provident Fund Trust 40,000,000

10 DTDC Employees Cpf Trust 40,000,00010 Bolani Ores Mines Provident Fund 40,000,000

8. No Equity Shares of the Company as on March 31, 2014, are pledged or otherwise encumbered by thePromoters.

9. The Company has not issued any Equity Shares or debt securities for consideration other than cash,whether in whole or part, since its incorporation.

10. Our Company has not undertaken any acquisition or amalgamation in the last one year prior to filing of thisPrivate Placement Offer Letter.

11. Our Company has not undergone any reorganization or reconstruction in the last one year prior to filing ofthis Private Placement Offer Letter.


12. Other than debt securities issued by the Company, as detailed below and outstanding as on 31st March,2014, our Company has not issued any debt securities:

(a) for consideration other than cash;(b) at a premium or a discount; and/or(c) in pursuance of an option.

A. Zero Coupon Bonds: NIL

B. Foreign Currency Bonds: NIL

C. Commercial Papers: NIL

D. Bonds issued at premium: NIL

13. Amount of corporate guarantees issued by the Issuer in favour of various counter parties including itsSubsidiaries, Joint Venture entities, Group Companies etc. -NIL

BRIEF NOTE ON PUBLIC OFFERS

A. INITIAL PUBLIC OFFER (IPO)NIL

B. FURTHER PUBLIC OFFER (FPO)NIL

FINANCIAL INDEBTEDNESS (ON STANDALONE BASIS) – both secured and unsecured

(Rs. Crore)Sl.No.

Borrowings Sanction Outstanding

Term Loan CC/OD limit Term Loan CC/OD limit1 State Bank of Mysore 50.00 0.00 19.98 -2 Vijaya Bank 50.00 15.00 12.50 -3 South Indian Bank 40.00 10.00 20.00 0.174 Karur Vysya Bank - 25.00 - 20.005 Secured Bonds 100.00 - 99.90 -6 Unsecured Bonds 79.30 - 79.30 -TOTAL 319.30 50.00 231.68 20.17


Bonds issued by Our Company

S.No.

Natureof theBond's

Date ofAllotment

Total value ofbonds (`crores)

Amountoutstanding, as onMarch31, 2014(` crores)

InterestCouponrate (%)

Tenor/ Period ofmaturity

Redemption Date/Schedule

CreditRating

Secured/Unsecured

Security

1 PromissoryNotes

24 jan2012

100 crore 99.90crore

10.75%p.a

10 years Option I:24 Jan, 2022

Option II:24 jan, 2022

Option III:24 jan, 2015

BWRA-

CAREA-

Secured

Bookdebts

2 PromissoryNotes

27 june2012

25 crore Nil 10.25%p.a.

1 year 27 June, 2013 BWRA-

CAREA-

Secured

Bookdebts

3 PromissoryNotes

16 oct2012

64.20 crore 64.20crore

10.25%p.a. (semiannually)

10 years Option I:16 oct, 2017

Option II:16 oct, 2022

BWRA-

CAREA-

Unsecured

N.A.

4 PromissoryNotes

18 feb2013

15.10 crore 15.10crore

10.15%p.a.

10 years 18 Feb, 2023 BWRA-

CAREA-

Unsecured

N.A.

Corporate Guarantees

Our Company has not issued any Corporate Guarantee as on March31, 2014.

Details of Rest of the Borrowings (if any including hybrid debt like FCCB, Optionally ConvertibleDebentures/Preference Shares) as on March 31, 2014.

Our Company has no outstanding borrowings in form of hybrid debt as on March 31, 2014.


VIII. FINANCIAL INFORMATION (ON STANDALONE BASIS)

(Rs. In crores)Particulars 2013-14 2012-13 2011-12 2010-11

Net Worth 174.56 161.24 147.54 135.56

Total Debt 297.30 337.73 310.95 48.50

Non-Current Maturities of Long TermBorrowing

127.71 242.51 209.85 48.50

Short Term Borrowing 34.79 55.22 74.43 -

Current Maturities of Long TermBorrowing

134.80 40.00 26.67 -

Net Fixed Assets 0.08 0.23 0.38 0.61

Non Current Assets 206.33 250.08 304.04 90.81

Cash and Cash Equivalents 18.06 0.32 2.19 3.08

Current Investments 0.12 0.19 0.46 4.72

Current Assets 259.66 264.42 157.45 86.43

Current Liabilities 4.90 8.25 3.31 0.11

Off Balance Sheet Assets - - - -

Interest Income 62.28 65.76 35.53 9.94

Interest Expense (including otherBorrowing Cost)

31.93 37.41 18.37 1.19

Net Interest Income 30.35 28.35 17.16 8.75

Provisioning and write offs 8.24 5.27 1.56 4.38

PAT 20.39 20.71 19.01 13.14

Gross NPA (%) 4.45% 6.35% 0.00% 0.00%

Net NPA (%) 3.59% 5.32% 0.00% 0.00%

Total Loan Assets (net)

Tier I - CAR (%) 37.24% 31.16% 31.84% 75.10%

Tier II - CAR (%) 0.21% 0.19% 0.20% 0.17%

CAR Ratio (%) 37.45% 31.35% 32.04% 75.27%

Return on Net worth (average) 11.68% 12.84% 12.88% 9.69%

Debt Equity Ratio (times) 1.70 2.09 2.11 0.36

Total Assets 484.25 515.24 464.53 185.66

Return on Assets (average) 4.21% 4.02% 4.09% 7.08%


STANDALONE STATEMENT OF ASSETS AND LIABILITIES(Rs. In crores)

Particulars As at31.03.2014

As at31.03.2013

As at31.03.2012

As at31.03.2011

I. EQUITY AND LIABILITIES

(1) Shareholders' funds

(a) Share Capital 60.37 60.37 60.37 60.37

(b) Reserves and Surplus 114.19 100.87 87.17 75.19

Sub Total (1) 174.56 161.24 147.54 135.56

(2) Non Current Liabilities

(a) Long-term Borrowings 127.72 242.52 209.85 48.50

(b) Deferred Tax Liabilities (Net) - - - 0.12

(c) Other Long-term Liabilities - - - -

(d) Long-term Provisions 7.48 8.01 2.72 1.37

Sub Total (2) 135.20 250.53 212.57 49.99

(3) Current Liabilities

(a) Short-term Borrowings 34.79 55.22 74.43 -

(b) Other Current Liabilities 139.68 45.39 29.93 0.11

(c ) Short-term Provisions 0.02 2.86 0.06 -

Sub Total (3) 174.49 103.47 104.42 0.11

Total (1+2+3) 484.25 515.24 464.53 185.66

II. ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 0.08 0.08 0.14 0.2

(ii) Intangible Assets 0 0.15 0.24 0.41

(iii) Capital Work-in-Progress 0 0 0 0

(iv) Intangible Assets underDevelopment

0 0 0 0

(b) Non- current Investments 86.47 94.01 89.06 55.18

(c) Deferred Tax Asserts (Net) 1.62 0.9 0.11 0

(d) Long-term Loans & Advances 118.24 155.17 214.87 35.63

(e) Other Non-current Assets - 0 0 0

Sub Total (1) 206.41 250.31 304.42 91.42


(2) Current Assets

(a) Current Investments 0.12 0.19 0.46 4.72

(b) Cash & Bank Balances 18.06 0.32 2.19 3.08

(c) Short-term Loans & Advances 251.94 261.46 154.38 85.91

(d) Other Current Assets 7.72 2.96 3.08 0.53

Sub Total (2) 277.84 264.93 160.11 94.24

Total (1+2) 484.25 515.24 464.53 185.66

STANDALONE STATEMENT OF PROFIT AND LOSS(Rs. In crores)

Particulars As at31.03.2014

As at31.03.2013

As at31.03.2012

As at31.03.2011

I. Revenue from Operations 75.87 78.76 52.53 27.96

II. Other Income 0.07 0.11 0.10 2.67

III. Total Revenue(I+II) 75.94 78.87 52.63 30.63

IV. Expenses

(i) Finance Costs 31.93 37.41 18.37 1.19

(ii) Employee Benefits Expense 2.88 2.50 2.15 2.27

(iii) Depreciation and Amortization 0.20 0.15 0.25 0.39

(iv) Other Expenses 1.91 2.38 2.77 3.45

(v) Allowance for Bad and Doubtful Debts/Written off

8.24 4.29 1.44 3.43

(vi) Contingent Allowance against StandardLoan Assets

- 0.98 - 0.95

(vii) Allowance for Rescheduled Loans - - - -

(viii) Allowance for Diminution in Investments - - 0.12 -

Total Expenses (IV) 45.16 47.71 25.10 11.68

V. Profit before prior period items & Tax (III-IV)

30.78 31.16 27.53 18.95

VI. Prior period items - - - -

VII. Profit before Tax (V-VI) 30.78 31.16 27.53 18.95

VIII. Tax Expense:

(i) Current Year 11.11 11.23 8.79 5.83

(ii) Earlier Years/ (Refunds) - - (0.04) -

(iii) Deferred Tax (0.72) (0.78) (0.23) (0.02)


Total Tax Expense (i+ii+iii) 10.39 10.45 8.52 5.81

IX. Profit for the period from ContinuingOperations (VII-VIII)

20.39 20.71 19.01 13.14

X. Profit from Discontinuing Operations (aftertax)

- - - -

XI. Profit for the period (IX+X) 20.39 20.71 19.01 13.14

XII. EPS (In. Rs. For an equity share of Rs. 10 each)

(1) Basic 3.38 3.43 3.15 2.18

(2) Diluted 3.38 3.43 3.15 2.18


STANDALONE STATEMENT OF CASH FLOWS

(in Rs.)


(in Rs.)


OTHER FINANCIAL PARAMETERS

Particulars FY 2013-14 FY 2012-13 FY 2011-12

Dividend declared (%age)10% 10% 10%

Interest Coverage Ratio (times)1.96 1.83 2.50

CHANGES IN ACCOUNTING POLICIES DURING THE LAST THREE YEARS AND THEIR EFFECTON THE PROFITS AND THE RESERVES OF THE COMPANY

Financial Year Change in accounting policies and their effect

2013-14 No Change

2012-13 No Change

2011-12 No Change

IX. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE (Post March31, 2014)

NIL


X. SUMMARY TERM SHEET FOR BOND SERIES 2014-I

Security Name 10.80% IFCI Venture Capital Funds Limited 2024Issuer IFCI Venture Capital Funds Ltd.Type of Instrument Secured, Redeemable, Non-Convertible, Bonds in the nature of Debentures

(“Bonds”). Bullet Redemption (At the end of 10th Year).Nature and status of Instrument Secured, Redeemable, Non-Convertible, Bonds in the nature of Debentures

(“Bonds”)Mode of Issue Private placementEligible Investors 1. Qualified Institutional Buyers (“QIBs”):

a. Mutual Funds,b. Public Financial Institutions specified in Section 2(72) of the Companies

Act 2013;c. Scheduled Commercial Banks;d. State Industrial Development Corporations;e. Insurance Companies registered with the Insurance Regulatory and

Development Authority;f. Provident Funds and Pension Funds with minimum corpus of Rs. 25.00

crore;g. National Investment Funds set up by resolution no. F. No. 2/3/2005-

DDII dated November 23, 2005 of the Government of India published inthe Gazette of India;

h. Insurance funds set up and managed by army, navy or air force of theUnion of India.

2. Non QIBs:a) Companies and Bodies Corporate authorized to invest in bonds/

debentures;b) Co-operative Banks and Regional Rural Banks authorized to invest in

bonds/ debentures;c) Gratuity Funds and Superannuation Funds;d) Provident Funds and Pension Funds with corpus of less than Rs. 25.00

crore;e) Societies authorized to invest in bonds/ debentures;f) Trusts authorized to invest in bonds/ debentures;g) Statutory Corporations/ Undertakings established by Central/ State

legislature authorized to invest in bonds/ debentures;h) Resident Individual Investors;i) Hindu Undivided Families through Karta;j) Partnership firms formed under applicable laws in India in the name of

the partners.Non-Eligible classes ofInvestors

The following categories of persons, and entities, shall not be eligible toparticipate in the Issue and any Applications from such persons and entities areliable to be rejected:

a) Minors without a guardian name (A guardian may apply on behalf of aminor. However, Applications by minors must be made throughApplication Forms that contain the names of both the minor Applicantand the guardian);

b) Non-resident investors including NRIs, FIIs, QFIs, FPIs and SWFs;c) Venture Capital Fund and Foreign Venture Capital Investor;d) Overseas Corporate Bodies; ande) Person ineligible to contract under applicable statutory/regulatory


requirements.Listing (including name ofstock Exchange(s) where it willbe listed and timeline forlisting)

Proposed to be listed on BSE.

In case of delay in listing of the debt securities beyond 20 days from the deemeddate of allotment, the company will pay penal interest of at least 1% p.a. over thecoupon rate from the expiry of 30 days from the deemed date of allotment till thelisting of such debt securities to the investors.

Rating of the Instrument “BWR A-” from Brickwork RatingsIssue Size Rs. 20 croresObjects of the Issue To augment long-term resources of the Company for the purpose of carrying out

its functions authorized under the object clause of the Memorandum ofAssociation of IFCI Venture Capital Funds Ltd.

Details of the utilization of theProceeds

The funds raised through this private placement are not meant for any specificproject as such and therefore the proceeds of this Issue shall be utilized for theregular business activities of IFCI Venture Capital Funds Ltd.. Therefore, themanagement shall ensure that the funds raised via this private placement shall beutilized only towards satisfactory fulfillment of the Objects of the Issue.

Coupon Rate 10.80 % p.a.Step Up/Step Down CouponRate

None

Coupon Payment Frequency AnnualCoupon Payment Date Coupon will be paid every year on the same date as the date of allotmentCoupon Type FixedCoupon Reset NoneDay Count Basis Actual/ Actual

Interest shall be computed on an “actual/actual basis”. Where the interest period(start date to end date) includes February 29, interest shall be computed on 366days-a-year basis

Interest on Application Money In respect of Investors who get Allotment of Bonds in the Issue, interest onApplication Money shall be paid at the Coupon Rate (subject to deduction ofincome tax under the provisions of the Income Tax Act, 1961, or any otherstatutory modification or re-enactment thereof, as applicable) on the aggregateface value amount of Bonds for the period starting from and including the date ofrealization of Application Money in Issuer’s Bank Account up to but excludingthe Deemed Date of Allotment.

Default Interest Rate 2% p.a. over the coupon rate will be payable by the Company for the defaultingperiod in case of default in payment of interest/redemption amount.

Tenor 10 years from the Deemed Date of AllotmentRedemption Date At the end of 10th year from deemed date of allotmentRedemption Amount At par (Rs.10 lakh per Bond) at the end of 10 Years from the Deemed Date of

Allotment.Redemption Premium /Discount NILIssue Premium/Discount NILIssue Price At par (Rs. 10 lakh per Bond)Discount at which security isissued and the effective yield asa result of such discount.

Since there is no discount or premium on either issue price or redemption valueof the Bonds, the effective yield for the investors shall be the same as the CouponRate on the Bonds at the time of issue.

Put option Date N/APut option Price N/ACall Option Date N/ACall Option Price N/APut Notification Time N/ACall Notification Time N/A


Face Value Rs. 10 lakh per BondMinimum Application and inmultiples of Debt securitiesthereafter

Application must be for a minimum size of Rs. 50 lacs (10 bonds) and in multipleof Rs. 10 Lacs (1 bonds) thereafter.

Issue Timing1. Issue Opening Date*2. Issue Closing Date *3. Pay-in Date *4. Deemed Date of Allotment*

Issue Opening: 29th September, 2014Issue Closing: 09th October, 2014Pay-in Date: 29th September, 2014 to 09th October, 2014Deemed Date of Allotment: 09th October, 2014 or 10th October 2014

No. of Applications The application form will be restricted to 49 investors.Issuance mode of theInstrument

In Dematerialized mode

Business Day Convention “Business Day” shall be a day on which commercial banks are open for businessin the city of New Delhi. If any coupon payment date and/or redemption datefalls on a day which is not a business day, payment of interest and/or principalamount shall be made on the next business day without liability for makingpayment of interest for the delayed period.

Trading mode of the Instrument In Dematerialized modeSettlement mode of theInstrument

Payment of interest and repayment of principal shall be made by way ofcheque(s)/ interest/ redemption warrant(s)/ demand draft(s)/ credit through directcredit/ RTGS/ Fund Transfer/ NECS/ NEFT or any other electronic mode offeredby the Banks.

Depository National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL).

Record Date 15 days prior to each Coupon Payment Date/ Redemption date.Security The Bonds shall be secured by way of first paripassu charge on the book debts of

the Issuer which are charged to other lender / trustee and as may be agreedbetween the Issuer and the Trustee, pursuant to the terms of the Debenture/BondTrust Deed with a minimum security cover of one time of the aggregate facevalue amount of bonds outstanding at all times.

The Issuer undertakes that it has obtained requisite permission/ consent from theearlier creditor(s)/trustees to create paripassu charge and execute the necessarydocuments for creation of the charge, including the Bond Trust Deed, withinsixty days of Deemed Date of Allotment of the Bonds and submit with BSEwithin five working days of execution of the same for uploading on its website.The creation of such security shall be sufficient compliance of the Issuer’sobligation to create security. In the event of delay in execution of theDebenture/Bond Trust Deed within sixty days of Deemed Date of Allotment ofthe Bonds, the Company shall refund the subscription with the Coupon Rate orpay penal interest at the rate of 2.00% p.a. over the Coupon Rate till theseconditions are complied with, at the option of the Bondholders.

Transaction Documents The Issuer has executed/ shall execute the documents including but not limited tothe following in connection with the Issue:1. Letter appointing Trustees to the Bondholders;2. Debenture Trusteeship Agreement;3. Debenture/Bond Trust;4. Rating Agreement with Brickwork Ratings;5. Tripartite Agreement between the Issuer; Registrar and NSDL for

issue of Bonds in dematerialized form;9. Tripartite Agreement between the Issuer, Registrar and CDSL for

issue of Bonds in dematerialized form;10. Letter appointing Registrar and MoU entered into between the Issuer


and the Registrar;11. Application made to BSE for seeking their in-principle approval for

listing of Bonds;12. Listing Agreement with BSE;13. Letters appointing Arrangers to the Issue.

Events of Default ADDITIONAL COVENANTS1. Default in Payment:In case of default in payment of Interest and/or principal redemption on the duedates, additional interest of at least @ 2% p.a. over the coupon rate will bepayable by the Bank for the defaulting period

2. Delay in ListingIn case of delay in listing of the debt securities beyond 20 days from the deemeddate of allotment, the Bank will pay penal interest of at least 1% p.a. over thecoupon rate from the expiry of 30 days from the deemed date of allotmenttill the listing of such debt securities to the investor.

Trustee IL&FS Trust Company Ltd.Registrars MCS LimitedRole and Responsibilities ofDebenture Trustee

As may be specified in the Trusteeship Agreement to be executed by andbetween the Issuer and the Trustees.

Conditions precedent tosubscription of Bonds

The subscription from investors shall be accepted for allocation and allotment bythe Issuer subject to the following:1. Rating letters from Brickworks Ratings not being more than one month oldfrom the issue opening date;2. Seek a written consent letter from the Trustees conveying their consent to actas Trustees for the Bondholders;3. Making an application to BSE for seeking their in-principle approval forlisting of Bonds.

Conditions subsequent tosubscription of Bonds

The Issuer shall ensure that the following documents are executed/ activities arecompleted as per time frame mentioned elsewhere in this Private PlacementOffer Letter:1. Ensuring that the payment made for subscription to the Bonds is from the

bank account of the person/ entity subscribing to the Bonds and keep record ofthe bank accounts from where payments for subscriptions have been receivedand in case of subscription to the Bonds to be held by joint holders, moniesare paid from the bank account of the person whose name appears first in theApplication Form;

2. Maintaining a complete record of private placement offers in Form PAS-5 andfiling the such record along with Private Placement Offer Letter in Form PAS-4 with the Registrar of Companies, National Capital Territory of Delhi &Haryana with fee as provided in Companies (Registration Offices and Fees)Rules, 2014 and with Securities and Exchange Board of India, within a periodof thirty days of circulation of the Private Placement Offer Letter;

3. Filing a return of allotment of Bonds with complete list of all Bondholders inForm PAS-3under section 42(9) of the Companies Act, 2013, with theRegistrar of Companies, National Capital Territory of Delhi & Haryana withinthirty days of the Deemed Date of Allotment along with fee as provided in theCompanies (Registration Offices and Fees) Rules, 2014;

4. Credit of demat account(s) of the allottee(s) by number of Bonds allottedwithin two working days from the Deemed Date of Allotment;


5. Making listing application to BSE within 15 days from the Deemed Date ofAllotment of Bonds and seeking listing permission within 20 days from theDeemed Date of Allotment of Bonds;

6. Executing the Debenture/Bond Trust in Form No.SH.12 or as near thereto aspossible, in favour of the Trustee within sixty days of Deemed Date ofAllotment of the Bonds and submit with BSE within five working days ofexecution of the same for uploading on their website.

Besides, the Issuer shall perform all activities, whether mandatory or otherwise,as mentioned elsewhere in this Private Placement Offer Letter.

Governing Law and Jurisdiction The Bonds are governed by and shall be construed in accordance with theexisting laws of India. Any dispute arising thereof shall be subject to thejurisdiction of district courts of New Delhi

* The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving anyreasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Issuer. The Issueralso reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. Incase if the Issue Closing Date/ Pay in Dates is/are changed (pre-poned/ postponed), the Deemed Date of Allotment may also bechanged (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date ofAllotment, the Coupon Payment Dates and/or Redemption Date may also be changed at the sole and absolute discretion of theIssuer.


Illustration of Bond Cash Flows in respect of Series 2014-I

The following Cash Flow has been made on the assumption that the allotment is done on 10th Oct, 2014.

Company IFCI Venture Capital Funds Ltd.Face Value (per security) 10,00,000.00Issue Date/Date ofAllotment

10.10.2014

Redemption 10.10.2024Coupon Rate 10.80% (annually)Frequency of the InterestPayment with specifieddates

First Interest on 10.10.2015 and subsequently on 10th

October every year till maturity

Day Count Convention Actual / Actual

Cash Flows Date No. of Days in Coupon Period Amount in Rupees1st Coupon 10.10.2015 (Saturday) 365 2,16,00,0002nd Coupon 10.10.2016 (Monday) 366 2,16,59,1783rd Coupon 10.10.2017 (Tuesday) 365 2,16,00,0004th Coupon 10.10.2018 (Wednesday) 365 2,16,00,0005th Coupon 10.10.2019 (Thursday) 365 2,16,00,0006th Coupon 10.10.2020 (Saturday) 366 2,16,59,1787th Coupon 11.10.2021 (Monday) 366 2,16,59,1788th Coupon 10.10.2022 (Monday) 364 2,15,40,8229th Coupon 10.10.2023 (Tuesday) 365 2,16,00,00010th Coupon 10.10.2024 (Thursday) 366 2,16,59,178Principal 10.10.2024 (Thursday) 20,00,00,000TOTAL 41,61,77,534

NOTES1. Effect of public holidays has been ignored as these are difficult to ascertain for future period.2. If the interest payment date is falling on a Sunday, the next day has been considered as the effective interest payment date.3. Deemed date of allotment has been assumed to be 10th October, 2014.4. The last coupon payment will be paid along with maturity amount at the redemption date.5. The number of days in a leap year has taken as 366 and all other case it has been taken as 365.


XI. TERMS OF OFFER (DETAILS OF DEBT SECURITIES PROPOSED TO BE ISSUED, MODE OFISSUANCE, ISSUE SIZE, UTILIZATION OF ISSUE PROCEEDS, STOCK EXCHANGESWHERE SECURITIES ARE PROPOSED TO BE LISTED, REDEMPTION AMOUNT, PERIODOF MATURITY, FACE VALUE, ISSUE PRICE, EFFECTIVE YIELD FOR INVESTORS)

Eligibility of IFCI Venture Capital Funds Ltd to come out with the Issue

IFCI Venture Capital Funds Ltd, its Directors and authorised Officers have not been prohibited from accessing thedebt market under any order or directions passed by SEBI/any other Government authority.

Issue Size

IFCI Venture Capital Funds Ltd. proposes to raise Rs. 20 crore through issue of secured, redeemable, non-convertible, taxable bonds in the nature of Debentures of the face value of Rs. 10 Lakh each by way of privateplacement.

Time Schedule of the Private Placement Offer Letter

Issue Opening Date*: 29th September, 2014

Issue Closing Date*: 09th October, 2014

Pay-In Dates*: 29th September, 2014 to 09th October, 2014

Deemed Date of Allotment*: 09th October, 2014 or 10th October, 2014

* The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving anyreasons or prior notice. In such a case, investors shall be intimated about the revised time schedule by the Issuer. The Issueralso reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. Incase if the Issue Closing Date/ Pay in Dates is/are changed (pre-poned/ postponed), the Deemed Date of Allotment may also bechanged (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date ofAllotment, the Coupon Payment Dates and/or Redemption Date may also be changed at the sole and absolute discretion of theIssuer.

Registration and Government Approvals

This present issue of Bonds is being made in accordance with extant guidelines for floatation of PSU Bonds asamended from time to time. The Company can undertake the activities proposed by it in view of the presentapprovals and no further approval from any government authority (ies) is required by the Company to undertake theproposed activities save and except those approvals which may be required to be taken in the normal course ofbusiness from time to time.

Contribution made by Promoters or Directors

NIL

Principle terms of assets charged as security

The Bonds have been secured by way of first pari-passu charge on the book debts of the Issuer which are charged toother lender / trustee and as may be agreed between the Issuer and the Trustee, pursuant to the terms of theDebenture/Bond Trust Deed with a minimum security cover of one time of the aggregate face value amount ofBonds outstanding at all times.


The company hereby confirms that it is entitled to raise money through current issue of Bonds and has obtained theconsent/ permission/ approval from the Trustees/ Lenders of IFCI Venture Capital Funds Ltd in case the same isrequired.

Authority for the Placement

The present issue of Bonds is being made pursuant to:

a. resolution passed by the Board of Directors of the Company on July 24, 2014and delegation provided thereunder; and

b. special resolution passed by the shareholders of the Company under section 42 of The Companies Act,2013 and sub-rule 2 of rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, onAugust 26, 2014 and delegation provided there under.

Objects of the Issue

The proceeds of the issue shall be utilized to augment the long-term resources of IFCI Venture Capital Funds Ltd fortaking care of its general business/corporate requirements.The expenses of the present issue would be met from the proceeds of the Issue. The Main Object clause of theMemorandum of Association of the Company enables it to undertake the activities for which the funds are beingraised through the present issue and also the activities which the Company has been carrying on till date. Theproceeds of this Issue after meeting all expenses of the Issue will be used by the Company for meeting issue objects.

Utilisation of Issue Proceeds

The funds raised through this private placement are not meant for any specific project as such and therefore theproceeds of this Issue shall be utilized for the regular business activities of IFCI Venture Capital Funds Ltd..Therefore, the management shall ensure that the funds raised via this private placement shall be utilized onlytowards satisfactory fulfillment of the Objects of the Issue.

Minimum Subscription

As the current issue of Bonds is being made on private placement basis, the requirement of minimum subscriptionshall not be applicable and Therefore IFCI Venture Capital Funds Ltd shall not be liable to refund the issuesubscription(s)/ proceed(s) in the event of the total issue collection falling short of issue size or certain percentage ofissue size.

Nature of Securities

Secured, Redeemable, Non-Convertible, Taxable Bonds in the nature of debentures. These Bonds shall be fullypaid-up.

Put & Call Option

Neither the Bondholder(s) shall have any right to exercise Put option nor shall the Company have right to exerciseCall Option.

Maximum Investors for the Issue

In view of RBI Notification No.DNBD(PD) CC No. 330 /03.10.001/2012-13 dated June 27, 2013 and subsequentclarificatory notification No. DNBS(PD) CC No.349/03.10.001/2013-14 dated July 02, 2013, this issuance shall berestricted to not more than 49 investors, identified upfront by IFCI Venture Capital Funds Ltd.


Issue Price

Each Bond has a face value of INR10 Lakh each and is issued at par. The Bonds shall be redeemable at par i.e. forINR10 Lakh per Bond. The Bonds have been priced in compliance with RBI notification No.DNBD(PD) CC No.330 /03.10.001/2012-13 dated June 27, 2013.Since there is no discount or premium on either issue price orredemption value of the Bonds, the effective yield for the investors shall be the same as the coupon rate on theBonds.

Security

The Bonds shall be secured by way of first pari passu charge on the book debts of the Issuer which are charged toother lender / trustee and as may be agreed between the Issuer and the Trustee, pursuant to the terms of theDebenture/Bond Trust Deed with a minimum security cover of one time of the aggregate face value amount ofbonds outstanding at all times.

The Issuer undertakes that it has obtained requisite permission/ consent from the earlier creditor(s)/trustees to createpari-passu charge and execute the necessary documents for creation of the charge, including the Bond Trust Deed,within sixty days of Deemed Date of Allotment of the Bonds and submit with BSE within five working days ofexecution of the same for uploading on its website. The creation of such security shall be sufficient compliance ofthe Issuer’s obligation to create security. In the event of delay in execution of the Debenture/Bond Trust Deed withinsixty days of Deemed Date of Allotment of the Bonds, the Company shall refund the subscription with the CouponRate or pay penal interest at the rate of 2.00% p.a. over the Coupon Rate till these conditions are complied with, atthe option of the Bondholders.

As per the RBI circular dated July 02, 2013 in case the security is not created at the time of the Issue of the Bonds orthe security created is not sufficient then the amount collected shall be placed in an escrow account until the fullsecurity is created for the Bonds.

Terms of Payment

The full Issue price of the Bonds applied for is to be paid along with the Application Form. Investor(s) need to sendin the Application Form and the cheque(s)/ demand draft(s)/ RTGS for the full face value of the Bonds applied for.

Issue Price of the Bond Minimum Application for Amount Payable on Application per BondINR10 Lakh 5 Bond and in multiples

of 1 Bond thereafterFull Issue Price i.e. INR10 Lakh

Deemed Date of Allotment

The cut-off date declared by the Company from which all benefits under the Bonds including interest on the Bondsshall be available to the Bondholders. The actual allotment of Bonds (i.e. approval from the Board of Directors or aCommittee thereof) may take place on a date other than the Deemed Date of Allotment. IFCI Venture Capital FundsLtd reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolutediscretion without any notice. In case, if the issue closing date is changed (i.e. pre-pond/ postponed), the DeemedDate of Allotment may also be changed (pre-pond/ postponed) by IFCI Venture Capital Funds Ltd at its sole andabsolute discretion.

Letter(s) of Allotment/ Bond Certificate(s)/ Refund Order(s) Issue of Letter(s) of Allotment

The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central DepositoryServices (India) Ltd. (CDSL)/ Depository Participant will be given initial CREDIT within 15 days from the DeemedDate of Allotment. The initial CREDIT in the account will be akin to the Letter of Allotment. On completion of theall-statutory formalities, such CREDIT in the account will be akin to a Bond Certificate.


Bonds to be issued in demat format only

The Bonds since issued in electronic (dematerialized) form, will be governed as per the provisions of the DepositoryAct, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notifiedby NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules notified in respectthereof. The Bonds shall be allotted in DEMAT form only. However, if any Bondholder wants to covert bonds intophysical form he/she make appropriate application to the Depositories as per relevant rules and regulations ofconcerned Depository.

Depository Arrangements

IFCI Venture Capital Funds Ltd has entered into depository arrangements with NSDL and CDSL. The securitiesshall be issued in dematerialized form as per the provisions of Depositories Act, as amended from time to time.

IFCI Venture Capital Funds Ltd has signed two tripartite agreements in this connection viz.

1. Tripartite Agreement dated 04th November 2011 between IFCI Venture Capital Funds Ltd, National SecuritiesDepository Limited (NSDL) and the Registrar.

2. Tripartite Agreement dated 23rd January 2011 between IFCI Venture Capital Funds Ltd, Central DepositoryServices Limited (CDSL) and the Registrar.

The Bonds will be issued in dematerialised form and the same shall be in accordance with the provisions of theSEBI Debt Regulations, Depositories Act, 1996 and the regulations made there under and are to be issued as per theterms and conditions stipulated under the Private Placement Offer Letter. The BOND holder will have the right toconvert the dematerialized Bonds into physical form as per the Applicable Law.

Procedure for applying for Demat Facility

1. Investor(s) should have / open a beneficiary account with any Depository Participant of NSDL or CDSL.

2. For allotment of Bonds in dematerialized form, the beneficiary account number and depository participantsID shall be specified in the relevant columns of the Application Form.

3. If incomplete/incorrect beneficiary account details are given in the Application Form which do not matchwith the details in the Depository system, the Allotment of Bonds shall be held in abeyance till such timesatisfactory Demat account details are provided by the investor.

4. The Bonds allotted to investor in dematerialized form would be directly credited to the beneficiary accountas given in the Application Form after verification. Allotment advice/refund order (if any) would be sentdirectly to the applicant by the Registrar to the Issue but the confirmation of the CREDIT of the Bonds tothe investor’s Depository Account will be provided to the investor by the investor’s Depository Participant.

5. Interest or other benefits with respect to the Bonds held in dematerialized form would be paid to thoseBondholders whose names appear on the list of beneficial owners given by the depositories to IFCI VentureCapital Funds Ltd as on the Record Date or to the Bondholders who have converted the demat securities tophysical form and their names are registered as Bondholders on the registers maintained byCompany/Registrar. In case, the beneficial owner is not identified by the Depository on the Record Datedue to any reason whatsoever, IFCI Venture Capital Funds Ltd shall keep in abeyance the payment ofinterest or other benefits, till such time the beneficial owner is identified by the Depository and intimated toIFCI Venture Capital Funds Ltd. On receiving such intimation, IFCI Venture Capital Funds Ltd shall paythe interest or other benefits to the beneficiaries identified, within a period of 15 days from the date ofreceiving such intimation.

6. Investors may please note that the Bonds in dematerialised form can be traded only on the stock exchangeshaving electronic connectivity with NSDL or CDSL.


Fictitious applications

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 38 of theCompanies Act, 2013 which is reproduced below:

“Any person who—

(a) makes or abets making of an application in a fictitious name to a company foracquiring, or subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or indifferent combinations of his name or surname for acquiring or subscribing for itssecurities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transferof, securities to him, or to any other person in a fictitious name.

shall be liable for action under section 447.”

Market Lot

The market lot for trading of Bonds will be one Bond (“Market Lot”).

Trading of Bonds

The marketable lot for the purpose of trading of Bonds shall be ONE BOND. Trading of Bonds would be permittedin dematerialised mode only in standard denomination of INR10 Lakh and such trades shall be cleared and settled inrecognised stock exchange(s) subject to conditions specified by SEBI. In case of trading in Bonds which has beenmade over the counter, the trades shall be executed and reported on a recognized stock exchange having a nation-wide trading terminal or such other platform as may be specified by SEBI.

Mode of Transfer of Bonds

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respectthereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed fortransfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of thebuyer’s DP account to his Depository Participant.

Transfer of Bonds to and from foreign investors, in case they seek to hold the Bonds and are eligible to do so, willbe governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer formalitiesare completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made tothe person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s)would need to be settled with the transferor(s) and not with IFCI Venture Capital Funds Ltd.

Interest on Application Money

In respect of Investors who get Allotment of Bonds in the Issue, interest on Application Money shall be paid at theCoupon Rate (subject to deduction of income tax under the provisions of the Income Tax Act, 1961, or any otherstatutory modification or re-enactment thereof, as applicable) on the aggregate face value amount of Bonds for theperiod starting from and including the date of realization of Application Money in Issuer’s Bank Account upto butexcluding the Deemed Date of Allotment. Such interest on Application Money shall be paid by the Issuer to therelevant Applicants within 15 days from the Deemed Date of Allotment.


Interest on the Bonds

The Bonds shall carry interest at the coupon rates as per term sheet (subject to deduction of tax at source at the ratesprevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modificationor re-enactment thereof for which a certificate will be issued by IFCI Venture Capital Funds Ltd) on the outstandingprincipal amount of Bonds till final redemption. Interest will be paid annually on 10th October each year throughoutthe tenure of the Bonds till final redemption. The first interest payment from and including the Deemed Date ofAllotment upto but excluding 10th October, 2015 shall be made by IFCI Venture Capital Funds Ltd on 10th October,2015. Interest on Bonds will cease from the date of final redemption in all events.

If any interest payment date falls on a day which is not a Business Day (‘Business Day’ being a day on whichCommercial Banks are open for business in the city of New Delhi), then payment of interest will be made on thenext day that is a Business Day but without liability for making payment of interest for the intervening period.

Computation of Interest

The Bonds will carry interest rates as per the term sheet from the Deemed Date of Allotment. The interest will bepaid from the Deemed Date of Allotment (subject to deduction of tax at source at the rates prevailing from time totime under the IT Act, or any other statutory modification or re-enactment thereof) as per term sheet. The Interestshall be computed on “Actual / Actual” day count basis.

Record Date

Record date of interest shall be 15 days prior to each interest payment date and 15 days prior to the date of Maturity.Interest shall be paid to the person whose name appears as sole/first in the Register of Bondholders/beneficiariesposition of the Depositories on Record Date or to the Bondholders who have converted the Bonds to physical formand their name is registered on the registers maintained by Company/Registrar. In the event of IFCI Venture CapitalFunds Ltd not receiving any notice of transfer at least 15 days before the respective due date of payment of interestand at least 15 days prior to the maturity date, the transferees for the Bond shall not have any claim against IFCIVenture Capital Funds Ltd in respect of interest so paid to the registered Bondholder.

Deduction of Tax at Source

Tax as applicable under the IT Act, or any other statutory modification or re-enactment thereof will be deducted atsource. The investor(s) desirous of claiming exemption from deduction of income tax at source on the interest onApplication money are required to submit the necessary certificate(s), in duplicate, along with the Application Formin terms of Income Tax rules.

Interest payable subsequent to the Deemed Date of Allotment of Bonds will be treated as “Interest on Securities” asper Income Tax Rules. Bondholders desirous of claiming exemption from deduction of income tax at source on theinterest payable on Bonds should submit tax exemption certificate/ document, under Section 193 of the Income TaxAct, 1961, if any, at the head office of IFCI Venture Capital Funds Ltd, at least 45 days before the paymentbecoming due.

Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective investors areadvised to consult their own tax consultant(s). FII’s will be subject to withholding tax as applicable under section195 of the Income Tax Act, 1961.

Redemption

The face value of the Bonds will be redeemed at par, on the expiry of the tenor of the Bonds series as per details inthe summary term sheet, from the Deemed Date of Allotment. The Bonds will not carry any obligation, for interestor otherwise, after the date of redemption. The Bonds shall be taken as discharged on payment of the redemption


amount by IFCI Venture Capital Funds Ltd on maturity to the registered Bondholders whose names appear in theRegister of Bondholders on the Record Date/ or the beneficial owners as per the list provided by the Depositories.Such payment will be a legal discharge of the liability of the Company towards the Bondholders.

In case if the redemption date falls on a day which is not a Business Day (“Business Day being a day on whichCommercial Banks are open for Business in the city of Delhi), then the payment due shall be made on the nextBusiness Day but without liability for making payment of interest for the intervening period.

Settlement/ Payment on Redemption

Payment on redemption will be made by way of cheque(s)/ redemption warrants(s)/ demand draft(s)/ CREDITthrough RTGS system in the name of the Bondholders whose name appear on the list of Beneficial Owners given byDepository to IFCI Venture Capital Funds Ltd /or the Bondholders (who have converted the Bonds to physicalform), whose names are registered on the register maintained by the IFCI Venture Capital Funds Ltd /Registrar as onthe Record Date.

The Bonds shall be taken as discharged on payment of the redemption amount by IFCI Venture Capital Funds Ltdon maturity to the list of Bondholders as provided by NSDL/ CDSL/ Depository Participant. Such payment will be alegal discharge of the liability of IFCI Venture Capital Funds Ltd towards the Bondholders. On such payment beingmade, IFCI Venture Capital Funds Ltd shall inform NSDL/ CDSL/ Depository Participant and accordingly theaccount of the Bondholders with NSDL/ CDSL/ Depository Participant shall be adjusted.

IFCI Venture Capital Funds Ltd’s liability to the Bondholders towards all their rights including for payment orotherwise shall cease and stand extinguished from the due date of redemption in all events. Further IFCI VentureCapital Funds Ltd will not be liable to pay any interest or compensation from the date of redemption. On IFCIVenture Capital Funds Ltd dispatching/ crediting the amount to the Beneficiary(ies) as specified above in respect ofthe Bonds, the liability of IFCI Venture Capital Funds Ltd shall stand extinguished.

Right of Bondholder(s)

Bondholder is not a shareholder. The Bondholders will not be entitled to any other rights and privilege ofshareholders other than those available to them under statutory requirements. The Bond(s) shall not confer upon theholders the right to receive notice, or to attend and vote at the General Meeting of the Company. The principalamount and interest on the Bonds will be paid to the registered Bondholders only, and in case of Joint holders, to theone whose name stands first.

Besides the above, the Bonds shall be subject to the provisions of the Companies Act, Companies Act, 2013 and therelevant rules and regulations, the Articles of Association of IFCI Venture Capital Funds Ltd, the terms of this issueof Bonds and the other terms and conditions as may be incorporated in the Bond Trustee Agreement and otherdocuments that may be executed in respect of these Bonds.

Effect of Holidays

If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made by the Issuer onthe immediately succeeding Business Day along with interest for such additional period. Further, interest for suchadditional period so paid, shall be deducted out of the interest payable on the next Coupon Payment Date.

If the Redemption Date (also being the last Coupon Payment Date) of the Bonds falls on a day that is not a BusinessDay, the redemption proceeds shall be paid by the Issuer on the immediately preceding Business Day along withinterest accrued on the Bonds until but excluding the date of such payment.

In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Daywill be considered as the Record Date.

List of Beneficial Owners


IFCI Venture Capital Funds Ltd shall request the Depository to provide a list of Beneficial Owners as at the end ofthe Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principalamount, as the case may be.

Succession

In the event of the demise of the sole/first holder of the Bond(s) or the last survivor, in case of joint holders for thetime being, IFCI Venture Capital Funds Ltd. will recognize the executor or administrator of the deceasedBondholder, or the holder of succession certificate or other legal representative as having title to the Bond(s). IFCIVenture Capital Funds Ltd shall not be bound to recognize such executor or administrator, unless such executor oradministrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder ofsuccession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction overthe matter. IFCI Venture Capital Funds Ltd. may, in its absolute discretion, where it thinks fit, dispense withproduction of probate or letter of administration or succession certificate or other legal representation, in order torecognize such holder as being entitled to the Bond(s) standing in the name of the deceased Bondholder onproduction of sufficient documentary proof or indemnity.

Who Can Apply

Eligible Investors 1. Qualified Institutional Buyers (“QIBs”):a. Mutual Funds,b. Public Financial Institutions specified in Section 2(72) of the Companies

Act 2013;c. Scheduled Commercial Banks;d. State Industrial Development Corporations;e. Insurance Companies registered with the Insurance Regulatory and

Development Authority;f. Provident Funds and Pension Funds with minimum corpus of Rs. 25.00

crore;g. National Investment Funds set up by resolution no. F. No. 2/3/2005-

DDII dated November 23, 2005 of the Government of India published inthe Gazette of India;

h. Insurance funds set up and managed by army, navy or air force of theUnion of India.

2. Non QIBs:a) Companies and Bodies Corporate authorized to invest in bonds/

debentures;b) Co-operative Banks and Regional Rural Banks authorized to invest in

bonds/ debentures;c) Gratuity Funds and Superannuation Funds;d) Provident Funds and Pension Funds with corpus of less than Rs. 25.00

crore;e) Societies authorized to invest in bonds/ debentures;f) Trusts authorized to invest in bonds/ debentures;g) Statutory Corporations/ Undertakings established by Central/ State

legislature authorized to invest in bonds/ debentures;h) Resident Individual Investors;i) Hindu Undivided Families through Karta;j) Partnership firms formed under applicable laws in India in the name of

the partners.Non-Eligible classes of The following categories of persons, and entities, shall not be eligible to


Investors participate in the Issue and any Applications from such persons and entities areliable to be rejected:

a) Minors without a guardian name (A guardian may apply on behalf of aminor. However, Applications by minors must be made throughApplication Forms that contain the names of both the minor Applicantand the guardian);

b) Non resident investors including NRIs, FIIs, QFIs, FPIs and SWFs;c) Venture Capital Fund and Foreign Venture Capital Investor;d) Overseas Corporate Bodies; ande) Person ineligible to contract under applicable statutory/regulatory

requirements.

Credit Rating(s)“BWR A-” by Brickwork Ratings.“CARE BBB+” by CARE Ratings

Application under Power of Attorney or by Limited Companies

In case of Applications made under a Power of Attorney or by a Limited Company or a Body Corporate orRegistered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the relevantPower of Attorney or the relevant resolution or authority to make the Application, as the case may be, together withthe certified true copy thereof along with the certified copy of the Memorandum and Articles of Association and/orBye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with thephotocopy of the Application Form, quoting the serial number of the Application Form and IFCI Venture CapitalFunds Ltd’s branch where the Application has been submitted, at the office of the Registrars to the Issue aftersubmission of the Application Form to IFCI Venture Capital Funds Ltd’s bankers to the Issue or any of theirdesignated branches as mentioned on the reverse of the Application Form, failing which the applications are liable tobe rejected. Such authority received by the Registrars to the Issue more than 10 days after closure of the subscriptionlist may not be considered.

Mode of Subscription / How to Apply

This being a Private Placement Offer, Investors have been addressed through this Communication directly, only areeligible to apply.

Copies of Private Placement Offer Letter and Application Form may be obtained from the registered office of IFCIVenture Capital Funds Ltd. Applications for the Bonds must be in the prescribed form (enclosed) and completed inBLOCK LETTERS in English and as per the instructions contained therein.

Applications complete in all respects must be submitted before the last date indicated in the issue time table or suchextended time as decided by IFCI Venture Capital Funds Ltd, at any of the designated collection centres,accompanied by the subscription amount by way of cheque(s)/draft(s)/RTGS drawn on any bank including a co-operative bank which is situated at and is a member of the Bankers’ clearing house located at a place where theApplication Form is submitted. The Original Applications Forms (along with all necessary documents as detailed inthe memorandum of information), pay-in slip and other necessary documents should be sent to corporate officethrough respective Arrangers at New Delhi on the same date.

Outstation cheque(s)/Bank draft(s) drawn on Bank(s) not participating in the clearing process at the designatedclearing centres will not be accepted. Money orders/postal orders will also not be accepted. Investors in centres,which do not have any bank, including a Co-operative Bank, which is a member or sub member of the Banker’sclearing house located at the above mentioned centres would be required to make payment only through DemandDraft payable at any one of the above mentioned centres. The Company assumes no responsibility for any


applications/cheques/ DDs lost in mail. All cheques /drafts should be in favour of “IFCI Venture Capital FundsA/c -Bonds 2014” and Crossed “Account Payee only”. The entire amount of `10 Lakhs (Rupee Ten Lakhs only)per bond is payable on application.

Applications should be for the number of Bonds applied for, by the Applicant. Applications not completed in thesaid manner are liable to be rejected. The name of the applicant’s bank, type of account and account number must befilled in the Application Form. This is required for the applicant’s own safety and these details will be printed on therefund orders and interest/ redemption warrants.

The applicant or in the case of an application in joint names, each of the Applicant, should mention his/herPermanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not beenallotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A (5A) of theIncome Tax Act, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence, the investor should mentionhis PAN/GIR No. In case neither the PAN nor the GIR Number has been allotted, the Applicant shall mention“Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’(stating reasons for non-applicability) in the appropriate box provided for the purpose. Application Forms withoutthis information will be considered incomplete and are liable to be rejected.

Unless the Issuer Company specifically agrees in writing with or without such terms or conditions it deems fit, aseparate single cheque/ demand draft must accompany each Application Form. Applicants are requested to writetheir names and application serial number on the reverse of the instruments by which the payments are made.

All Applicants are requested to tick the relevant column “Category of Investor” in the Application Form. Public/Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation Trusts and other investorsrequiring “approved security” status for making investments.

It is to be distinctly noted that in pursuance of sub clause (d) of clause (2) of Rule 14 of Companies (Prospectus andAllotment of Securities) Rules, 2014, remittance of Application Money for subscription to the Bonds shall be madeonly from the bank account of the person/ entity subscribing to the Bonds. In case of monies payable on subscriptionto the Bonds to be held by joint holders, the remittance of Application Money shall be made from the bank accountof the person whose name appears first in the Application Form. In pursuance of the said provisions, the Applicantsare required to submit a self-attested copy of their bank account statement reflecting debit for the application money.Such bank account statement must contain the name of Applicant, account number, name and branch of the bank.

For further instructions, please read General Instructions along with the Application Form carefully.

Force Majeure

IFCI Venture Capital Funds Ltd reserves the right to withdraw the Issue prior to the closing date in the event of anyunforeseen development adversely affecting the economic and regulatory environment. IFCI Venture Capital FundsLtd reserves the right to change the Issue schedule.

Acknowledgements

No separate receipts will be issued for the application money. However, the bankers to the Issue receiving the dulycompleted Application Form will acknowledge receipt of the application by stamping and returning to the applicantthe ‘Acknowledgement Slip’ at the bottom of each Application Form.

Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names andspecimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must belodged along with the submission of the completed Application Form. Further modifications/ additions in the powerof attorney or authority should be notified to the Company or to its Registrars or to such other person(s) at such


other address (es) as may be specified by the Company from time to time through a suitable communication.

Application by Mutual Funds

In case of Applications by Mutual Funds, a separate Application must be made in respect of each scheme of anIndian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, providedthat the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention asto the scheme for which the Application has been made.

Application by Provident Funds, Superannuation Funds, Gratuity Funds & Pension Funds.

As per the MINISTRY OF LABOUR AND EMPLOYMENT NOTIFICATION New Delhi, the 01st April,

2003

As per the MINISTRY OF LABOUR AND EMPLOYMENT NOTIFICATION New Delhi, the 21stNovember, 2013S.O. 3450(E).— In exercise of the powers conferred by sub-paragraph (1) of paragraph 52 of the Employees’Provident Funds Scheme, 1952 and in supersession of the notification of the Government of India in the Ministry ofLabour No. S.O. 2125 dated the 9th July, 2003 the Central Government hereby directs that all incremental accretionsbelonging to the Fund shall be invested in accordance with the following pattern namely:—

S. No. Investment Pattern Percentageamount tobe invested

(ii) Debt securities with maturity of not less than three years tenure issued by BodiesCorporate including banks and public financial institutions;Provided that at least 75% of the investment in this category is made in instruments havingan investment grade rating from at least one credit agency.(b) Term Deposit Receipts of not less than one year duration issued by scheduledcommercial banks.Provided that the scheduled commercial banks must meet conditions of ;

(i) Continuous profitability for immediately preceding three years ;(ii) Maintaining a minimum Capital to Risk Weighted Assets Ratio of 9%;(iii) Having net non-performing assets of not more than 2% of the net advances;(iv) Having a minimum net worth of not less than Rs. 200 crores.

(c) Rupee Bonds having an outstanding maturity of at least 3 years issued by Institutions of

Up to 55%


the International Bank for Reconstruction and Development, International FinanceOrganisation and the Asian Development Bank.

As per the latest notification issued by the MINISTRY OF FINANCE vide its Notification No- 5 (88)/2006 -PR. dated 14th August, 2008 thereby effecting partial modification in the Notification No. 5(53)/2002-\ECB & PR dated 24th January, 2005, the pattern of investment to be followed by Non GovernmentProvident Funds, Superannuation Funds and Gratuity Funds shall be as follows, effective from 1st April,2009:

Right to Accept or Reject Applications

IFCI Venture Capital Funds Ltd reserves its full, unqualified and absolute right to accept or reject any Application,in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with therefund warrant, if applicable, to be sent. The Application forms that are not complete in all respects are liable to berejected and would not be paid any interest on the Application money. Application would be liable to be rejected onone or more technical grounds, including but not restricted to:

a. Number of Bonds applied for is less than the minimum application size;

b. Applications exceeding the issue size;

c. IFCI Venture Capital Funds Ltd account details not given;

d. Details for issue of Bonds in electronic/ Dematerialized form not given; PAN/GIR and ITCircle/Ward/District not given;


e. In case of Applications under Power of Attorney by limited companies, corporate bodies, trusts, etc. relevantdocuments not submitted;

In the event, if any Bond(s) applied for is/ are not allotted in full, the excess application monies of such Bonds willbe refunded, as may be permitted.

PAN/GIR Number

All Applicants should mention their PAN or the GIR Number allotted under I T Act, and the Income Tax Circle/Ward/ District. In case where neither the PAN nor the GIR Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by anauthorized official of a IFCI Venture Capital Funds Ltd or by a Magistrate/ Notary Public under his/her official seal.

Nomination Facility

As per Section 72 of the Companies Act, 2013, only individuals applying as sole applicant/Joint Applicant cannominate, in the prescribed manner, a person to whom his Bonds shall vest in the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.

Bondholder not a Shareholder

The Bondholders will not be entitled to any of the rights and privileges available to the shareholder. If, however, anyresolution affecting the rights attached to the Bonds is placed before the members of IFCI Venture Capital FundsLtd, such resolution will first be placed before the Bondholders for their consideration.

Modification of Rights

The rights, privileges, terms and conditions attached to the Bonds may be varied, modified or abrogated with theconsent, in writing, of those holders of the Bonds who hold at least three fourth of the outstanding amount of theBonds or with the sanction accorded pursuant to a resolution passed at a meeting of the Bondholders, provided thatnothing in such consent or resolution shall be operative against IFCI Venture Capital Funds Ltd where such consentor resolution modifies or varies the terms and conditions of the Bonds, if the same are not acceptable to IFCIVenture Capital Funds Ltd.

Future Borrowings

IFCI Venture Capital Funds Ltd shall be entitled to borrow/ raise loans or avail of financial assistance in whateverform as also issue Bonds/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu basis orotherwise and to change its capital structure, including issue of shares of any class or redemption or reduction of anyclass of paid up capital, on such terms and conditions as IFCI Venture Capital Funds Ltd may think appropriate,without the consent of, or intimation to, the Bondholder(s) or the Trustees in this connection.

Ranking of Bonds

The Bonds would constitute direct obligation of our Company and shall rank paripassu to the claims of the othersecured creditors of the Company secured against the same assets, subject to applicable laws.

Bond/ Debenture Redemption Reserve


As per the Companies (Share Capital and Debentures) Rules,2014 dated 31.03.2014, DRR is not required to becreated in the case of privately placed debentures issued by NBFC’s registered with the RBI under section 45-IA ofthe RBI ( Amendment ) Act, 1997

Notices

All notices required to be given by IFCI Venture Capital Funds Ltd or by the Bond Trustees to the Bondholdersshall be deemed to have been given if sent by ordinary post/ courier to the original sole/ first allottees of the Bondsand/ or if published in one All India English daily newspaper and one regional language newspaper.

All notices required to be given by the Bondholder(s), including notices referred to under “Payment of Interest” and“Payment on Redemption” shall be sent by registered post or by hand delivery to IFCI Venture Capital Funds Ltd orto such persons at such address as may be notified by IFCI Venture Capital Funds Ltd from time to time.

Tax Benefits to the Bondholders of IFCI Venture Capital Funds Ltd

The holder(s) of the Bonds are advised to consider in their own case, the tax implications in respect of subscriptionto the Bonds after consulting their own tax advisor/ counsel.

Disputes & Governing Law

The Bonds are governed by and shall be construed in accordance with the existing laws of India. Any dispute arisingthereof will be subject to the jurisdiction of courts of New Delhi.

Investor Relations and Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously as far as possible, IFCI Venture CapitalFunds Ltd endeavours to resolve the investors' grievances within 30 days of its receipt. All grievances related to theissue quoting the Application Number (including prefix), number of bonds applied for, amount paid on applicationand Bank and Branch/ IFCI Venture Capital Funds Ltd collection centre where the Application was submitted, maybe addressed to the Resource Mobilization Unit at the Head office. All investors are hereby informed that theCompany has appointed a Compliance Officer who may be contracted in case of any problem related to this issue.


XII. CREDIT RATING & RATIONALE THEREOF


XIII. NAME OF BONDTRUSTEE

In accordance with the provisions of Section 71 of the Companies Act, 2013, Companies (Share Capital andDebentures) Rules 2014 and Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, IFCIVenture Capital Funds Ltd has appointed IL&FS Trust Company Ltd. to act as Bond Trustee (“Bond Trustee”)for and on behalf of the holder(s) of the Bonds. The address and contact details of the Trustees are as under:

IL&FS Trust Company Ltd.The IL&FS Financial Centre, Plot No. C-22, G Block,3rd Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400051.Tel: 022 – 26593082Fax: 022 – 26533297Email: [email protected]

A copy of letter from IL&FS Trust Company Ltd. conveying their consent to act as Bond Trustee for the currentissue of Bonds is enclosed elsewhere in this Private Placement Offer Letter.

IFCI Venture Capital Funds Ltd hereby undertakes that the rights of the Bondholders will be protected as per theagreement/deed executed/to be executed between IFCI Venture Capital Funds Ltd and the Bond Trustee. The BondTrustee Agreement/Deed shall contain such clauses as may be prescribed under section 71 of the Companies Act,2013, Companies (Share Capital and Debentures) Rules, 2014 and those mentioned in Schedule IV of the Securitiesand Exchange Board of India (Debenture Trustees) Regulations, 1993. Further the Bond Trustee Agreement/Deedshall not contain any clause which has the effect of (i) limiting or extinguishing the obligations and liabilities of theBond Trustee or IFCI Venture Capital Funds Ltd in relation to any rights or interests of the holder(s) of the Bonds,(ii) limiting or restricting or waiving the provisions of the SEBI Act; SEBI Debt Regulations and circulars orguidelines issued by SEBI, (iii) indemnifying the Trustees or IFCI Venture Capital Funds Ltd for loss or damagecaused by their act of negligence or commission or omission.

The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the BondTrustee or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of orrelating to the Bonds as the Bond Trustee may in their absolute discretion deem necessary or require to be done inthe interest of the holder(s) of the Bonds. Any payment made by IFCI Venture Capital Funds Ltd to the BondTrustee on behalf of the Bondholder(s) shall discharge IFCI Venture Capital Funds Ltd pro tanto to theBondholder(s). The Bond Trustee shall protect the interest of the Bondholders in the event of default by IFCIVenture Capital Funds Ltd in regard to timely payment of interest and repayment of principal and shall takenecessary action at the cost of IFCI Venture Capital Funds Ltd. No Bondholder shall be entitled to proceed directlyagainst IFCI Venture Capital Funds Ltd unless the Bond Trustee, having become so bound to proceed, fail to do so.In the event of IFCI Venture Capital Funds Ltd defaulting in payment of interest on Bonds or redemption thereof,any distribution of dividend by IFCI Venture Capital Funds Ltd shall require approval of the Bond Trustee.


XIV. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

The Secured, Redeemable, Non-Convertible, Bonds in the nature of Debentures (“Bonds”) (Series 2014-I) areproposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE. The company has received the in-principle approval of BSE for listing of the bonds vide their letter no. DCS/COMP/RK/IP-PPDI/153/14-15 datedSeptember 23, 2014. IFCI Venture Capital Funds Ltd shall make an application to the BSE to list the Bonds to beissued and allotted under this Private Placement Offer Letter and complete all the formalities relating to listing of theBonds within stipulated time (as per applicable law) from the date of closure of the Issue. If the permission to listand trade the Bonds is not granted by the stock exchanges, our Company shall forthwith repay, without interest, allsuch moneys received from the Applicant in pursuance of this Private Placement Offer Letter and Section 40 of theCompanies Act, 2013. If default is made, our Company and every officer in default will liable to fine as prescribedin Section 40 of the Companies Act, 2013.

In connection with listing of Bonds with BSE, IFCI Venture Capital Funds Ltd hereby undertakes that:

(a) It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with BSE.

(b) Ratings obtained by IFCI Venture Capital Funds Ltd shall be periodically reviewed by the CREDIT ratingagencies and any revision in the rating shall be promptly disclosed by IFCI Venture Capital Funds Ltd. toBSE.

(c) Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as BSEmay determine from time to time.

(d) IFCI Venture Capital Funds Ltd, the Bond Trustee and BSE shall disseminate all information and reportson Bonds including compliance reports filed by IFCI Venture Capital Funds Ltd and the Trustees regardingthe Bonds to the holder(s) of Bonds and the general public by placing them on their websites.

(e) Bond Trustee shall disclose the information to the holder(s) of the Bonds and the general public by issuinga press release in any of the following events:

(i) default by IFCI Venture Capital Funds Ltd to pay interest on Bonds or redemption amount;

(ii) revision of rating assigned to the Bonds;

(f) The information referred to in para (e) above shall also be placed on the websites of the Trustees, IFCIVenture Capital Funds Ltd, BSE.

XV. DEBT EQUITY RATIO

1. Debt - Equity Ratio

Particulars Pre-Issue 31.03.2014 Post-Issue

Debt

Short Term Debt 24.26 24.26

Long Term Debt 235.01 255.01

Total Debt (A) 259.27 279.27

Equity

Share Capital 60.37 60.37

Reserves & Surplus 114.19 114.19

Total Equity (B) 174.56 174.56

Debt/Equity (A/B) 1.49 1.60


XVI. SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS

IFCI Venture Capital Funds Ltd hereby confirms that:

a) The main constituents of IFCI Venture Capital Funds Ltd’s borrowings have been in the form ofborrowings from Banks and Financial Institutions, Bonds etc.

b) IFCI Venture Capital Funds Ltd has been servicing all its principal and interest liabilities on time and therehas been no instance of delay or default since inception.

c) IFCI Venture Capital Funds Ltd has neither defaulted in repayment/ redemption of any of its borrowingsnor affected any kind of roll over against any of its borrowings in the past.

XVII. UNDERTAKING REGARDING COMMON FORM OF TRANSFER

The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by theNSDL/CDSL/Depository Participant of the transferor/ transferee and any other applicable laws and rules notified inrespect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall befollowed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containingdetails of the buyer’s DP account to his depository participant. The transferee(s) should ensure that the transferformalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption willbe made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by thetransferee(s) would need to be settled with the transferor(s) and not with IFCI Venture Capital Funds Ltd.

IFCI Venture Capital Funds Ltd undertakes that it shall use a common form/ procedure for transfer of Bonds issuedunder terms of this Private Placement Offer Letter.

XVIII. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OFTHE ISSUER

By very nature of its business, IFCI Venture Capital Funds Ltd is involved in a large number of transactionsinvolving financial obligations and therefore it may not be possible to furnish details of all material contracts andagreements involving financial obligations of IFCI Venture Capital Funds Ltd. However, the contracts referred to inPara A below (not being contracts entered into in the ordinary course of the business carried on by IFCI VentureCapital Funds Ltd) which are or may be deemed to be material have been entered into by IFCI Venture CapitalFunds Ltd. Copies of these contracts together with the copies of documents referred to in Para B may be inspected atthe Head Office of IFCI Venture Capital Funds Ltd between 10.00 a.m. and 2.00 p.m. on any working day until theissue closing date.

MATERIAL DOCUMENTS

1. Memorandum and Articles of Association of the Company, as amended to date.

2. Certificate of Incorporation dated 12 January 19883. Copy of shareholders resolution obtained for overall borrowing limit.4. Credit Rating letters issued by Brickwork Ratings.5. Consents of Registrar to the Issue, Bankers to the Issue, Trustee for the Bonds, and the Credit Rating

Agencies.6. Auditor’s Report and standalone financial statements for the financial year March 31, 2012, 2013 and 2014.7. Annual Report of the Company for the last three Fiscals.8. Board Resolution dated July 24, 2014 authorizing issue of Bonds offered on private placement basis.9. Letter of consent from IL&FS Trust Company Ltd. for acting as Trustees for and on behalf of the holder(s)

of the Bonds.10. Letter of consent from MCS Ltd. for acting as Registrars to the Issue.


11. Tripartite Agreement between IFCI Venture Capital Funds Ltd, NSDL and MCS Ltd. for issue of Bonds inDematerialized form.

12. Tripartite Agreement between IFCI Venture Capital Funds Ltd, CDSL and MCS Ltd. for issue of Bonds inDematerialized form.

13. Bond Trustee Agreement between the Company and Bond Trustee.14. Bond Trust Deed in favour of Trustee.

XIX. ANNEXURES

A. APPLICATION FORM ALONGWITH GENERAL INSTRUCTIONS

B. CONSENT LETTER OF TRUSTEE


XX. DECLARATION

It is hereby declared that this Disclosure Document contains full disclosures in accordance with Securities andExchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 as amended and Securities and Exchange Board of India (Issue andListing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 as amended.

The issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which maymake the statements made therein, in light of the circumstances under which they are made, misleading. TheDisclosure Document also does not contain any false or misleading statement.

The issuer accepts no responsibility for the statement made otherwise than in the Disclosure Document or in anyother material issued by or at the instance of the Corporation and that any one placing reliance on any other sourceof information would be doing so at his own risk.

Signed pursuant to internal authority granted.

For IFIC Venture Capital Funds Ltd.

Indu GuptaCFO.

Place :- New DelhiDate :- 26th Sept 2014