private & confidential private placeme t of ifci tier ii ... - memorandum of information.pdf ·...

[This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India

(Issue and Listing of Debt Securities),

PRIVATE PLACEME�T OF IFCI TIER II SUBORDI�ATE BO�DS

Registered & Corporate Office: IFCI Tower, 61, Nehru Place, New Delhi

Tel No.: (011) 41792800, 417

E-mail: ifcitier2bonds@

PRIVATE PLACEME�T OF U�SECURED, REDEEMABLE, �O�

SUBORDI�ATED TIER II BO�DS OF Rs.10,000/

REGISTRAR TO THE ISSUE

ISSUE OPE�S O�

ISSUE CLOSES O�

DEEMED DATE OF ALLOTME�T

Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (W) Mumbai- 400 078

Private & Confidential


(Issue and Listing of Debt Securities), Guidelines, 2008]

PRIVATE PLACEME�T OF IFCI TIER II SUBORDI�ATE BO�DS

I�FORMATIO� MEMORA�DUM

IFCI LIMITED

Registered & Corporate Office: IFCI Tower, 61, Nehru Place, New Delhi

Tel No.: (011) 41792800, 41732000 Fax No. 91-11- 26230029,26230466

mail: [email protected], Website: www.ifciltd.com

PRIVATE PLACEME�T OF U�SECURED, REDEEMABLE, �O�-CO�VERTIBLE,

II BO�DS OF Rs.10,000/- EACH FOR CASH AT PAR

REGISTRAR TO THE ISSUE TRUSTEE FOR THE BO�DHOLDERS

ISSUE OPE�S O� June 01, 2011

ISSUE CLOSES O� July 15, 2011

DEEMED DATE OF ALLOTME�T August 01, 2011

Axis Trustee Services

2nd Floor, E, Axis House

Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai- 400025

Private & Confidential – �ot for Circulation


PRIVATE PLACEME�T OF IFCI TIER II SUBORDI�ATE BO�DS- SERIES - I

Registered & Corporate Office: IFCI Tower, 61, Nehru Place, New Delhi - 110019

26230029,26230466

www.ifciltd.com

CO�VERTIBLE,

EACH FOR CASH AT PAR - SERIES – I

TRUSTEE FOR THE BO�DHOLDERS

June 01, 2011

July 15, 2011

August 01, 2011

Axis Trustee Services Ltd.

Floor, E, Axis House Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,

IFCI TIER II BONDS – SERIES I – Information Memorandum

Almondz Global Securities Limited

2nd Floor, 3 Scindia House

Janpath, New Delhi - 110 001

LKP Securities Ltd. 2nd floor, Gulab

Bhawan,6, Bahadur Shah Zafar

Marg,

New Delhi – 110 002

ICICI Securities Ltd.

Shree Sawan Knowledge Park,

NO. D-507, T.T .C. Industrial Area,

M.I.D.C., Turbhe, Navi Mumbai

RR Investors Capital Services Pvt Ltd

47, M M Road, Rani Jhansi Marg,

Jhandewalan, New Delhi – 110 055

Information Memorandum

2

ARRA�GERS TO THE ISSUE

(In alphabetical order)

Almondz Global Securities Limited

2nd Floor, 3 Scindia House

110 001

LKP Securities Ltd. 2nd floor, Gulab

Bhawan,6, Bahadur Shah Zafar

Religare Capital Markets Limited

4th Floor, B Wing, D3, District

Centre

Saket, New Delhi-110 017

TRUST I�VESTME�T

ADVISORS PVT. LTD.

109/110, Balrama, 1st ,Bandra

Kurla Complex,Bandra (East),

Mumbai – 400051

Bajaj Capital Limited

Bajaj House, 5th

Floor

97, Nehru Place,

New Delhi-110 019

Shree Sawan Knowledge Park, Plot

.C. Industrial Area,

Mumbai- 400

RR Investors Capital Services Pvt Ltd

Rani Jhansi Marg,

110 055

IFCI Financial Services Ltd.

2B (1), Ground Floor, Film Centre 68,

Tardeo Road,

SPA Merchant Bankers Ltd.

25, 'C' Block Community Centre Janak

Puri, New Delhi – 110 058

Religare Capital Markets Limited

4th Floor, B Wing, D3, District

110 017

TRUST I�VESTME�T

ADVISORS PVT. LTD.

,Bandra

Kurla Complex,Bandra (East),

IFCI Financial Services Ltd.

2B (1), Ground Floor, Film Centre 68,

SPA Merchant Bankers Ltd.

25, 'C' Block Community Centre Janak


3

TABLE OF CO�TE�TS

I DEFI�ITIO�S/

ABBREVIATIO�S……………………………………………………………………………….4

II DISCLAIMER STATEME�T......................................................................................................6

III GE�ERAL I�FORMATIO�.......................................................................................................7

i. Registration

ii. Arrangers

iii. Registrar

iv. Trustees

v. Bankers

vi. Credit Rating

vii. Listing

viii. Future Resource raising

ix. Permission/consent from prior creditors

IV TERMS OF THE ISSUE .........................................................................................................11

A. ISSUE STRUCTURE (SUMMARY)................................................................................11

B. TERMS OF THE ISSUE...................................................................................................13

i. Issue

ii. Subscription related payments

iii. Title

iv. Nomination

v. Transfer

vi. Interest

vii. Tenor & Redemption

viii. Modes of payment

ix. Debentures Trustee

x. Rights of bondholders

V STATEME�T OF TAX BE�EFITS...................................................................................25

VI PROCEDURE OF APPLICATIO�....................................................................................27

i. Who can apply

ii. How to apply

iii. Payment Instructions

iv. Rejection of Applications

v. Letters of allotment/refund order

VII RISK FACTORS................................................................................................................33

VIII ABOUT IFCI LTD.............................................................................................................37

i. Background and Main Objects

ii. Board of Directors

iii. Operational performance

iv. Details of other borrowings

IX APPE�DICES

i. Rating assignment letters

ii. Consent letter of Debenture Trustee

iii. List of Collecting Branches


4

DEFI�ITIO�S/ ABBREVIATIO�S

Arrangers Almondz Global Securities Ltd., Bajaj Capital Ltd., ICICI Securities Ltd.,

IFCI Financial Services Ltd., RR Investors Capital Services Pvt. Ltd., SPA

Merchant Bankers Ltd. , Trust Investment Advisors Ltd., Religare Capital

Markets Ltd. and LKP Securities Ltd.

Articles Articles of Association of IFCI Ltd.

Board/ Board of

Directors

The Board of Directors of IFCI Ltd. or Committee thereof

Bonds Subordinated, Unsecured, Redeemable, Non-Convertible Bonds - Series I in

the nature of promissory notes of Rs.10,000/- each.

Book Closure/ Record

Date

The date of closure of register of Bonds for payment of interest and

repayment of principal

CAR Capital Adequacy Ratio

CDSL Central Depository Services (India) Ltd.

Debt Securities Non-Convertible debt securities which create or acknowledge indebtedness

and include debenture, bonds and such other securities of the Issuer, whether

constituting a charge on the assets of the Issuer or not, but excludes security

receipts and securitized debt instruments

Depository A Depository registered with SEBI under the SEBI (Depositories and

Participant) 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

Designated Stock

Exchange

Bombay Stock Exchange Ltd.

DER Debt Equity Ratio

Director(s) Director(s) of IFCI Ltd. unless otherwise mentioned

Disclosure Document Disclosure Document dated May 30, 2011 for Private Placement of

Subordinated Unsecured, Redeemable, Non-Convertible Bonds Series I

DP Depository Participant

EPS Earning Per Share

FIs Financial Institutions

FIIs Foreign Institutional Investors

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

GoI Government of India/ Central Government

HUF Hindu Undivided Family

Issuer/ IFCI/ Company IFCI Ltd.

I.T. Act The Income Tax Act, 1961, as amended from time to time

Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange

Board of India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May

11, 2009 and Amendments to Simplified Debt Listing Agreement for Debt

Securities issued by Securities and Exchange Board of India vide circular

no.SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 and

Amendments to Simplified Debt Listing Agreement for Debt Securities

issued by Securities and Exchange Board of India vide circular no.

SEBI/IMD/DOF-1/BOND/Cir-1/2010 dated January 07, 2010


5

MoF Ministry of Finance

NPAs Non Performing Assets

NRIs Non Resident Indians

NSDL National Securities Depository Ltd.

OCBs Overseas Corporate Bodies

PAN Permanent Account Number

PLR Prime Lending Rate

Rs. Indian National Rupee

RBI Reserve Bank of India

RTGS Real Time Gross Settlement

Registrar Registrar to the Issue, in this case being Link Intime India Pvt. Ltd

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act,

1992

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

time

SEBI Regulations Securities and Exchange 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

Subordinated

Indebtedness

All indebtedness of the company which by its terms is subordinated, in the

event of winding up of the company, in right of payment to the claims of

unsubordinated creditors of the Company and so that, for the purpose of this

definition, indebtedness shall include all liabilities, whether actual or

contingent, under guarantees or indemnities.

TDS Tax Deducted at Source

The Companies Act/

The Act

The Companies Act, 1956 as amended from time to time

The Issue/ The Offer/

Private Placement

Issue through Private Placement of 1,50,000 Subordinated Unsecured,

Redeemable, Non-Convertible Bonds Series-I in the nature of promissory

notes of Rs.10,000/- each.


6

DISCLAIMER STATEMENT

This Information Memorandum is neither a Prospectus nor a statement in lieu of Prospectus. It does not

constitute an offer or an invitation to the Public to subscribe to the Tier II Bonds issued by IFCI Limited.

This Information Memorandum is not intended for distribution and is for the consideration of the person

to whom it is addressed and should not be reproduced / redistributed by the recipient. It cannot be acted

upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to

the same entity shall be deemed to be offered to the same person. The securities mentioned herein are

being issued strictly on a private placement basis and this offer does not constitute a public

offer/invitation.

This Information Memorandum is not intended to form the basis of evaluation for the potential investors

to whom it is addressed and who are willing and eligible to subscribe to these Tier II Bonds issued by

IFCI. This Information Memorandum has been prepared to give general information regarding IFCI to

parties proposing to invest in this issue of Tier II Bonds and it does not purport to contain all the

information that any such party may require. IFCI and the Arrangers do not undertake to update this

Information Memorandum to reflect subsequent events and thus it should not be relied upon without first

confirming its accuracy with IFCI.

Potential investors are required to make their own independent valuation and judgment before making the

investment and are believed to be experienced in investing in debt markets and are able to bear the

economic risk of investing in the Bonds. It is the responsibility of potential investors to have obtained all

consents, approvals or authorisation required by them to make an offer to subscribe for, and purchase the

Bonds. Potential investors should not rely solely on information in the Information Memorandum or by

the Arrangers nor would providing of such information by the Arrangers be construed as advice or

recommendation by the Issuer or by the Arrangers to subscribe to and purchase the Bonds. Potential

investors also acknowledge that the Arrangers do not owe them any duty of care in respect of their offer

to subscribe for and purchase of the Bonds. It is the responsibility of potential investors to also ensure that

they will sell these Bonds in strict accordance with this Information Memorandum and other applicable

laws, and that the sale does not constitute an offer to the public within the meaning of the Companies Act,

1956. Potential investors should also consult their own tax advisors on the tax implications of the

acquisitions, ownership, sale and redemption of Bonds and income arising thereon.


7

GE�ERAL I�FORMATIO�

GE�ERAL I�FORMATIO�

Registration

IFCI Ltd. was established in 1948 by an Act of Parliament and subsequently corporatised in 1993.Our

Company holds a certificate of registration dated August 18, 2009 bearing registration no.B-15.00009

issued by the RBI to carry on the activities of a NBFC under section 45 IA of the RBI Act, 1934.

Corporate Identification Number is: L74899DL1993PLC053677 issued by the Registrar of Companies,

Registered Office IFC Tower, 61 Nehru Place, New Delhi 110 019

Board of Directors of IFCI as on March 31, 2011:

�ame Designation

Shri P. G. Muralidharan Non-Executive Chairman of the Board

Shri Atul Kumar Rai Chief Executive Officer and Managing Director

Shri K. V. Eapen Govt. Nominee

Shri Sanjeev Kumar Jindal Govt. Nominee

Shri Shilabhadra Banerjee Independent Director

Shri Prakash P Mallya Independent Director

Shri Rakesh Bharti Mittal Independent Director

Smt. Usha Sangwan Independent Director

Prof. Shobhit Mahajan Independent Director

Shri Omprakash Mishra Independent Director

Shri K. Raghuraman Independent Director

Shri S. Shabbeer Pasha Independent Director

Shri Sujit K. Mandal Whole Time Director

For further details on the IFCI’s Management, please refer Chapter VIII of this Information

Memorandum.

Compliance Officer

Ms. Rupa Deb, Company Secretary

Tel.: 91 11 41732104

Fax: 91 11 26230206

Email: [email protected]

Contact Person

Mr. Gopal Singh, Sr. Associate Vice President Tel.: 011-26487049

Fax: 011-26230029

Email: [email protected]


8

ARRA�GERS TO THE ISSUE

1. Almondz Global Securities Ltd.

2. Bajaj Capital Ltd.

3. ICICI Securities Ltd.

4. IFCI Financial Services Ltd.

5. LKP Securities Ltd

6. Religare Capital Markets Limited

7. RR Investors Capital Services Pvt. Ltd.

8. SPA Merchant Bankers Ltd.

9. Trust Investment Advisors Ltd.

.

REGISTRAR TO THE ISSUE

M/s Link Intime India Pvt.Ltd. has been appointed as Registrar to the Issue. The Registrar will monitor

the applications while the private placement is open and will coordinate the post private placement

activities of allotment, dispatch of interest warrants etc. Investors can contact the Registrar in case of any

post-issue problems such as non receipt of letters of allotment, demat credit, refund orders, interest on

application money.

TRUSTEES

Axis Trustees Services Limited has given its consent to act as the Trustee to the proposed Issue and for its

name to be included in this Information Memorandum. All remedies of the Bond holder(s) for the amount

due on the Bonds will be vested with the Trustees on behalf of the Bond holders. The holders of the

Bonds shall without any further act or deed be deemed to have irrevocably given their consent to and

authorised the trustees to do inter-alia, all acts, deeds, and things necessary for servicing the Bonds being

offered.

BA�KERS TO THE ISSUE

HDFC Bank, HDFC Bank House, Senapat Bapat Marg, Lower Parel (West), Mumbai- 400 013

CREDIT RATI�G

Brickwork Ratings India (P) Ltd. (“BRICKWORK”) has vide its letter No. BWR/BLR/RA/2011-12/0061

dated May 24, 2011 assigned credit rating of "BWR AA-” (pronounced as BWR Double A Minus) with

‘positive’ outlook for long term bonds (including Subordinated Debt). Instruments with this rating are

considered to offer High Credit Quality in terms of timely servicing of debt obligations.

Credit Analysis and Research Ltd. (“CARE Ratings”) has vide its letter dated May 30, 2011 assigned

credit rating of "CARE A” with stable outlook for long term Subordinated Debt of IFCI. Instruments

with this rating are considered to offer Adequate Safety for timely servicing of debt obligations.


9

ICRA has vide its letter dated May 30, 2011 assigned credit rating of "LA” with stable outlook for long

term Subordinated Debt of IFCI. Instruments with this rating have adequate credit quality and carries

average credit risk.

A copy of rating letters received from BRICKWORK, CARE Ratings & ICRA are enclosed as appendix

to this Information Memorandum.

The above rating is not a recommendation to buy, sell or hold securities and investors should take their

own decision. The Rating Agencies have the right to revise/suspend/withdraw the rating at any time on

the basis of new information etc.

LISTI�G

The Bonds are proposed to be listed on the Bombay Stock Exchange (BSE). IFCI has applied for in-

principle approval from the BSE for listing of Tier II Bonds. IFCI shall make an application to the BSE to

list the Bonds to be issued and allotted under this Information Memorandum and complete all the

formalities relating to listing of the Bonds within reasonable time. In connection with listing of Bonds

with BSE, IFCI hereby undertakes that:

• It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with

BSE.

• Rating obtained by IFCI shall be periodically reviewed by the credit rating agency and any revision in

the rating shall be promptly disclosed by IFCI to BSE.

• Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as

BSE may determine from time to time.

• The Company, the Trustees and BSE shall disseminate all information and reports on Bonds

including compliance reports filed by the Company and the Trustees regarding the Bonds to the

holder(s) of Bonds and the general public by placing them on their websites.

ISSUE PROGRAMME

The subscription for this Issue shall remain open for subscription during banking hours for the period

indicated below:

ISSUE OPE�S O� June 1, 2011

ISSUE CLOSES O� July 15, 2011

AUTHORITY FOR THE ISSUE

This issue is being made pursuant to the Resolution of the Board of Directors of the Company, passed at

its Meeting held on April 18, 2011 and the delegation provided there under. The current issue of bonds is

within the overall borrowings limits set out in the resolution passed under section 293(1)(d) of the

Companies Act, 1956. The Company can issue the bonds proposed by it in view of the present approvals

and no further approvals in general from any Government Authority is required by it to undertake the

proposed activity.


10

OBJECTS OF THE ISSUE

The current issue of bonds is being made for augmenting the long-term rupee resources for carrying out financing activities of the Company by simultaneously augmenting the supplementary capital of the Company. The Main Object Clause of the Company as contained in its Memorandum of Association and Articles of Association enables it to undertake the activities for which the funds are being raised in the present issue. Also, the main objects of the Company as contained therein, adequately cover its existing and proposed activities.

UTILISATIO� OF THE ISSUE PROCEEDS

The Company is managed by professionals under the supervision of its Board of Directors. Further, the Company is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. Therefore, the management shall ensure that the funds raised via this private placement shall be utilized only towards satisfactory fulfillment of the Objects of the Issue.

Further, in accordance with the SEBI Debt Regulations, the Company will not utilize the proceeds of the issue for providing loans to or acquisition of shares of any person who is a part of the same group as the Company or who is under the same management as the Company or any subsidiary of the Company. The issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property.

FUTURE RESOURCE RAISI�G

IFCI will be entitled to borrow/raise loans or avail financial assistance both from domestic and

international market as also issue Bonds/Equity Shares/Preference Shares/other securities in any manner

ranking pari passu or otherwise and on terms and conditions as IFCI may think fit without the consent of

or intimation to Bondholders or Trustees in this connection.

PERMISSIO�/ CO�SE�T FROM PRIOR CREDITORS

The Company hereby confirms that it is entitled to raise money through current issue of Tier II Bonds

without the consent / permission / approval from the Bondholders / Trustees / Lenders / other creditors of

IFCI. Further the Bonds proposed to be issued under the terms of this Information Memorandum being

subordinated and unsecured there is no requirement for obtaining permission / consent from the prior

creditors.


11

SUMMARY OF THE ISSUE

PRIVATE PLACEME�T – IFCI TIER II SUBORDI�ATE BO�DS – SERIES I

The following is a summary of the Tier II Bonds, Series I Issue. The summary should be read in

conjunction with, and is qualified in its entirety by, more detailed information in the section “Terms of the

Series I Issue”.

Common Terms

Issuer IFCI Limited (“the Issuer”)

Offering 1,50,000 Nos. Subordinated, Unsecured, Redeemable, Non-Convertible Bonds Series - I

of Rs.10,000/- each aggregating to Rs.150 crore with a green-shoe option to retain over-

subscription

Type Private Placement basis

Instrument Subordinated, Unsecured, Redeemable, Non-Convertible Bonds - Series I

Eligible Investors All Resident Individuals and Domestic Non-Individuals.

Rating BWR ‘AA’ – by Brickwork Ratings India Pvt. Limited

CARE ‘A’ - by CARE Ratings (Credit Analysis & Research Ltd.)

Face Value Rs.10,000/- per bond

Minimum Application

Rs.1,00,000/- (i.e. 10 Bonds of Rs.10,000 each)

Application in multiples

of

Rs.10,000/- (i.e. 1 Bond)

Maximum Application Rs.50 crore (Rupees Fifty crore) (50,000 Bonds of Rs.10,000/- each)

Deemed Date of

Allotment

August 1, 2011

Security Unsecured

�ature of indebtedness

and ranking

The Bonds are Unsecured Redeemable Non-Convertible and Taxable Bonds in the nature

of Promissory Notes, the claims of its investors being subordinate to the claims of all

other creditors.

Trustee Axis Trustee Services Limited

Listing Proposed to be listed on BSE

Depositories National Securities Depository Ltd. and Central Depository Services (India) Ltd.

Registrars Link Intime India Pvt. Ltd.

Issuance & Trading In dematerialised mode only

Mode of Interest Payment

/ Redemption

RTGS/ECS/At Par Cheques/Demand Drafts

Issue Schedule Issue Open Date : June 01,2011

Issue Close Date : July 15, 2011

The issuer would have the right to pre-close the issue or extend the closing date by

giving 1 day notice to the Arrangers


12

The specific terms of available Options under this Tier II Series 1 Issue are set out below:

Options

I

II III IV

Frequency of Interest

Payment

Annual Cumulative Annual Cumulative

Tenor 10 (Ten) years 10 (Ten) years 15 (Fifteen)

years

15 (Fifteen)

years

Face Value /Issue Price

(Rs./Bond)

10,000/- 10,000/- 10,000/- 10,000/-

Issue Price (Rs./Bond) At par

At par

At par

At par

Terms of Payment Full amount with

application

Full amount with

application

Full amount with

application

Full amount

with application

Coupon (% p.a.)

10.50 % p.a.

10.50 % p.a.

(Annual

compounding)

10.75 % p.a. 10.75 % p.a.

(Annual

compounding)

Coupon Payment Date

August 1 of every

year

At the time of

redemption

August 1 of every

year

At the time of

redemption

Redemption / Maturity

At the end of 10

years from the

deemed date of

allotment

At the end of 10

years from the

deemed date of

allotment

At the end of 15

years from the

deemed date of

allotment

At the end of 15

years from the

deemed date of

allotment

Maturity Date August 1, 2021

August 1, 2021

August 1, 2026

August 1, 2026

Call option At the end of 7

(seven) years

from the Deemed

date of allotment

At the end of 7

(seven) years

from the Deemed

date of allotment

At the end of 10

(ten) years from

the Deemed date

of allotment

At the end of 10

(ten) years from

the Deemed

date of

allotment

Lock-in period Nil

Nil

Nil

Nil

Redemption Amount

per Bond (Rs.)

• If call Option is

exercised

• Upon Maturity

10,000/-

20,116/-

10,000/-

27,761/-

10,000/-

27,141/-

10,000/-

46,255/-

Interest on Application Money shall be paid at the respective coupon from the date of realisation of

subscription amount to the date immediately preceding the deemed date of allotment.

Note: Options II & IV are available only to the individual and HUF investors.

Options I & III are available to all investors.


13

Terms of the Tier II Series- I Issue

The following are the terms and conditions of Bonds being offered under this Information Memorandum for an amount of Rs.150 crore with a green-shoe option to retain over-subscription.

1. Issue

IFCI Limited (“IFCI” or “Issuer” or “Company”) is offering for subscription, on private placement

basis, Subordinated unsecured redeemable non-convertible bonds in the nature of promissory notes

of Rs.10,000/- each for cash at par by way of private placement ('the Issue’).

2. Status of Bonds

The Tier II Bonds are Unsecured, Redeemable, Non-Convertible and Taxable Bonds in the nature of

Promissory Notes, the claims of its investors being subordinate to the claims of all other creditors.

The Bonds allotted under this category shall be considered for Tier II capital of the Company,

subject to limits as per RBI guidelines for NBFCs.

The Bonds are fully paid up, direct, unsecured with subordinated obligations of IFCI and rank pari

passu among themselves. The Bonds are free of any restrictive clauses. In the event of the winding

up of the company , the claims of the Bondholder pursuant to the Debenture Trust Deed shall be

subordinated in right of payment to the claims of all other creditors (other than claims of holders of

Subordinated Indebtedness ranking equal to or lower than the claims of these Bondholders) of the

company in the manner and to the extent provided in the Debenture Trust Deed.

For the avoidance of doubt, please note that the claims of Bondholders shall be senior to the claims

of holders of Tier I capital (as defined in the Capital Adequacy Guidelines) of IFCI.

The Bonds can not be used as collateral for any loan made by IFCI or any of its subsidiaries or

affiliate. The Tier II Bonds are not redeemable at the option of the Bondholders or without the prior

consent of RBI.

3. Face Value & Issue Price

The face value of each Bond is Rs.10,000/- and is issued ‘at par’.

4. Application Size

As set out in the table above in ‘Summary of the Issue’. The minimum and maximum number of

Bonds per Application Form will be calculated on the basis of the total number of Bonds applied for,

and not any specific option. Eligible investors can apply for up to any amount of the Bonds, subject

to maximum of 50,000 bonds, across any of the Option(s) or a combination thereof. In case of

multiple applications, which is two or more application forms submitted by a single applicant, the

applications shall be aggregated based on the PAN of the applicant.


14

5. Subscription and Related Payments

(a) Subscription

This Series I Issue will open for subscription at the commencement of banking hours and close at the

close of banking hours on the dates indicated:

Series I Issue Opens on June 01, 2011

Series I Issue Closes on July 15, 2011

(b) Application amount

Application amount will be required to be made in full with the application. Any payment made in

excess of application amount on Application will be refunded to the applicant. No additional Bonds

shall be issued for this excess of Application Amount, and the same shall be refunded along with

issuance of other Refund Orders without any interest.

Further, in case of allotment of lesser number of Bonds than the number applied for, the excess

amount paid on Application shall be non interest bearing and the same shall be refunded to the

applicant.

(c) Interest on Application Money

Interest on Application money will be paid at the respective coupon for the particular option chosen

and category of investor. The interest shall be payable from the date of realisation of cheque/DD

until one day prior to the Deemed Date of Allotment.

(d) Tax Deduction at Source

Interest on Application money shall be paid with respect to the value of Bonds Allotted, subject to

deduction of income tax at source under the Income Tax Act, as applicable. The interest shall be paid

along with the letter of allotment.

(e) Deemed Date of Allotment

Deemed date of allotment shall be August 1, 2011. All benefits relating to the Bonds, to the extent

permitted by law, will be available to the investors from the Deemed Date of Allotment. The actual

allotment may occur on a date other than the Deemed Date of Allotment.

6. Withdrawal by investors Investors are allowed to withdraw their Application any time prior to closure of the Issue.

7. Over-subscription amount Beginning on the Issue Opening Date and until the day immediately prior to the Issue Closing Date,

full and firm allotment against all valid applications for the Bonds will be made to applicants on a

first-come-first-served basis, subject to a limit of the Issue size aggreagating to Rs.150 crore and

including the unspecified Green Shoe Option, in accordance with Applicable Laws. At its sole


15

discretion, IFCI (the Issuer) will decide the amount of over-subscription to be retained over and

above the basic book size of Rs.150 crore.

8. Basis of Allotment

In case the aggregate of subscription of bonds under this issue exceeds the limit, if any, upto which

such bonds can be issued, the Allotment of bonds shall be made in the following order of priority in

consultation with the Registrar and the Registrar shall be responsible for ensuring that the Basis of

Allotment is finalized in a fair and proper manner.

(a) Full Allotment of Bonds to the Applicants on a first come first basis upto the Issue Closing

Date or the date falling one day prior to the Oversubscription Date, whichever is earlier.

(b) For Applications received on the Oversubscription Date, the Bonds shall be allotted in the

following order of priority:

(i) Allotment to the Applicants for Option - I Bonds

(ii) Allotment to the Applicants for Option - II Bonds

(iii) Allotment to the Applicants for Option - III Bonds

(iv) Allotment to the Applicants for Option - IV Bonds

Provided, however, that in the event of oversubscription in any Option of Bonds mentioned in

(i), (ii), (iii) and (iv) above, the Bonds shall be allotted proportionately in that respective Option,

subject to the overall limit, and the Applications for the Bonds in subsequent Options shall be

rejected.

(c) All Applications received after the Oversubscription Date shall be rejected.

9. Form

The Bonds being issued hereunder can be applied for in the dematerialised form only through a valid

Application Form filled in by the applicant along with attachments, as applicable. The Bonds will be

allotted only in dematerialised form. The Bondholders will hold the Bonds in dematerialised form

and deal with them in accordance with the provisions of the Depositories Act and/or rules as notified

by the Depositories from time to time. The Bonds will be issued in Indian Rupees only.

Subsequent to the issuance of the Bonds, a Bondholder may request the Depository to provide a

physical Bond certificate. In case of any Bonds rematerialised by a Bondholder in physical form, a

single certificate will be issued to the Bondholder for the aggregate amount (“Consolidated Bond

Certificate”) for each option of Bonds allotted to him under this Issue.

The Applicant can also request for the issue of Bond Certificates in a Market Lot. In respect of

Consolidated Bond Certificates, upon receipt of a request from the Bondholder, the company will

split such Consolidated Bond Certificates into smaller denominations subject to the minimum of the

Market Lot. No fees would be charged for splitting of Bond Certificates into Market Lots, but stamp

duty payable, if any, would be borne by the Bondholder. The charge for splitting into lots other than

Market Lot will be borne by the Bondholder subject to the maximum amount agreed upon by us with


16

the Stock Exchange where the Bonds are proposed to be listed. The request for splitting is required to

be accompanied by the original Bond Certificate(s) which would then be treated as cancelled by us.

10. Market Lot and Trading Lot of the Bonds

The market lot will be 10 (Ten) Bonds (“Market Lot”). Trading of the Bonds shall be compulsorily

in dematerialised form in Market Lot. Allotment in this Issue will be in electronic form in multiples

of 1(one) Bond. Investors may note that the Bonds in dematerialised form can be traded only on the

Stock Exchange having electronic connectivity with NSDL or CDSL.

11. Listing

The Bonds are proposed to be listed on BSE.

12. Record date

The record date for payment of interest and redemption of principal amount shall be 3 (three) days

prior to the Interest payment date or redemption date respectively or any other date on which interest

and/ or principal is due and payable.

13. Title

In case of:

(i) Bonds held in the dematerialized form, the person for the time being appearing in the register of beneficial owners maintained by the Depository; and

(ii) the Bond held in physical form, the person for the time being appearing in the Register of

bondholders, as Bondholder,

shall be treated for all purposes by the Company, the Debenture Trustee, the Depositories and all

other persons dealing with such person as the holder thereof and its absolute owner for all purposes

whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or

any writing on, theft or loss of the Consolidated Bond Certificate issued in respect of the Bonds and

no person will be liable for so treating the Bondholder.

No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or

the register of beneficial owners maintained by the Depository prior to the Record Date. In the

absence of transfer being registered, interest and/or Maturity Amount, as the case may be, will be

paid to the person, whose name appears first in the Register of Bondholders maintained by the

Depositories and/or the Company and/or the Registrar, as the case may be. In such cases, claims, if

any, by the purchasers of the Bonds will need to be settled with the seller of the Bonds and not with

the Company or the Registrar. The provisions relating to transfer and transmission and other related

matters in respect of the Company's shares contained in the Articles of Association of the Company

and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the Bond(s) as

well.

14. �omination

The Companies Act, 1956, vide Section 109A gives the bondholder an option to nominate a person

to whom his/her bond(s) shall rest in the event of his/her death.


17

Since the allotment of the Bonds will be made only in dematerialised mode, there is no need to make

a separate nomination with the Company. Nominations registered with the respective Depository

Participant of the applicant would prevail. If the Bondholders require changing their nomination,

they are requested to inform their respective Depository Participant. Nominee shall become entitled

to the bond(s) in the event of death of the bond holder on production of death certificate or such

other evidence as may be required by IFCI.

For bonds that are held in physical form, the sole Bondholder or first Bondholder, along with other

joint Bondholders (being individual(s)) may nominate any one person (being individual) who, in the

event of death of the sole holder or all the joint-holders, as the case may be, shall become entitled to

the Bond. A person, being a nominee, becoming entitled to the Bond by reason of the death of the

Bondholder(s), shall be entitled to the same rights to which he would be entitled if he were the

registered holder of the Bond. Where the nominee is a minor, the Bondholder(s) may make a

nomination to appoint, in the prescribed manner, any person to become entitled to the Bond(s), in the

event of his death, during the minority.

A nomination shall stand rescinded upon sale of a Bond by the person nominating. A buyer will be

entitled to make a fresh nomination in the manner prescribed. When the Bond is held by two or more

persons, the nominee shall become entitled to receive the amount only on the demise of all the

holders. Fresh nominations can be made only in the prescribed form available on request at our

Registered/Corporate Office/Registrar or such other person at such addresses as may be notified by

us.

15. Transfer of Bonds

There are no restrictions on transfers and except as per Applicable Laws.

Register of Bondholders: The Company shall maintain at its registered office or such other place as

permitted by law a register of Bondholders (the "Register of Bondholders") containing such

particulars as required by Section 152 of the Companies Act. In terms of Section 152A of the

Companies Act, the Register of Bondholders maintained by a Depository for any Bond in

dematerialized form under Section 11 of the Depositories Act shall be deemed to be a Register of

Bondholders for this purpose.

The Bonds shall be transferred/transmitted in accordance with applicable laws. A suitable instrument

as may be prescribed by us may be used to effect this.

Transmission of Bonds: However, transmission of the Bonds to the legal heirs in case of death of

the Bondholder / Beneficiary to the Bonds is allowed. Bondholder(s) are advised to provide the

specimen signature of the nominee to the Company/Registrar to expedite the transmission of the

Bond(s) to the nominee in the event of demise of the Bondholder(s). The signature can be provided

at the time of making fresh nominations. This facility of providing the specimen signature of the

nominee is purely optional.

Transfer of Bonds held in dematerialized form: In respect of Bonds held in the dematerialized

form, transfers of the Bonds may be effected only through the Depository(ies) where such Bonds are


18

held, in accordance with the provisions of the Depositories Act, 1996 and/or rules as notified by the

Depositories from time to time. The Bondholder shall give delivery instructions containing details of

the prospective purchaser's Depository Participant's account to his Depository Participant. If a

prospective purchaser does not have a Depository Participant account, the Bondholder may

rematerialize his or her Bonds and transfer them in a manner as specified below.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date.

If a request for transfer of the Bond is not received by the Registrar before the Record Date for

maturity, the Maturity Amount for the Bonds shall be paid to the person whose name appears as a

Bondholder in the Register of Bondholders. In such cases, any claims shall be settled inter se

between the parties and no claim or action shall be brought against the Company/Registrar.

a. Transfer of Bonds held in physical form The Bonds are negotiable instruments and Bonds held in physical form may be transferred by

endorsement and delivery by the Bondholder(s). All endorsements must be clear and vernacular

endorsements must be translated into English immediately below the endorsement. However, buyers

of the Bonds are advised to send the Bond Certificate(s) to us or to such persons as may be notified

by us from time to time, along with a duly executed transfer deed or other suitable instrument of

transfer as may be prescribed by us for registration of transfer of the Bond(s). No transfer will be

valid unless and until entered on the IFCI Register.

In case of sale by or to companies, bodies corporate, societies registered under the Applicable Laws

in India, trusts, provident funds, superannuation funds, gratuity funds, pension funds, scientific

and/or industrial research organisations, commercial Banks, cooperative banks or regional rural

banks, a certified true copy of the Power of Attorney or such other authority as may be acceptable to

IFCI, must be lodged separately at our Registered/Corporate Office or at the office of Registrar or

such other person as may be notified by us for this purpose, at the time of registration of the Bonds.

b. Provision of bank account details As a matter of precaution against possible fraudulent encashment of Bond Certificates due to loss or

misplacement, the particulars of the Applicant’s bank account are mandatorily required to be

provided at the time of rematerialisation of the Bonds or transfer of Bond Certificate. Applications

without these details are liable to be rejected. The Bondholders are advised to submit their bank

account details with the Registrar before the Record Date failing which the amounts will be

dispatched to the postal address of the Bondholders as held in the records of the IFCI. However, in

relation to Applications for dematerialised Bonds, these particulars will be taken directly from the

Depositories.

16. Succession:

Where a nomination has not been made or the nominee predeceases the Bondholder(s) the provisions

of the following paragraphs will apply:

In the event of demise of the holder(s) of the Bonds, IFCI will recognise the executor or

administrator of deceased bondholder, being an individual / HUF, or the holder of the succession

certificate or other legal representative, being an individual / HUF as having title to the Bonds. IFCI


19

shall not be bound to recognise such executor, administrator, or holder of succession certificate,

unless such executor or administrators obtains probate or letter of administration or such holder is the

holder of succession certificate or other legal representation, as the case may be, from a Court of

India having jurisdiction over the matter. IFCI may at its absolute discretion, where it thinks fit,

dispense with production of probate or letter of administration or succession certificate or other legal

representation, in order to recognise such holder, being an individual / HUF as being entitled to the

Bonds standing in the name of the deceased bond holder(s) on production of documentary proof or

indemnity. All requests for registration of transmission along with requisite documents should be

sent to the Registrars.

17. Dematerialisation and Rematerialisation of Bonds

Dematerialisation of bonds viz. conversion of bonds from physical mode to electronic form and

rematerialisation of bonds viz. conversion of bonds from electronic to physical form have to be

carried out by giving necessary instructions through the Depository Participant where the demat

account is maintained by the bondholder

18. Interest

a. Rate of Interest: Option I & II Bonds bear interest at a fixed rate of 10.50% per annum

while Option III & IV bonds bear interest at a fixed rate of 10.75 % per annum.

b. Frequency of Payment of Interest: For Option I and Option III, Interest will be paid

annually commencing from the Deemed Date of Allotment and on the equivalent date falling

every year thereafter till redemption. For Option II and IV, cumulative Interest will be paid

at the time of redemption, upon maturity or upon exercise of call option, as applicable.

c. Day Count Convention: Actual/Actual basis. This means, interest shall be computed on a

365 days-a-year basis on the principal outstanding on the Bonds. However, where the

interest period (start date to end date) includes February 29, interest shall be computed on

366 days-a-year basis, on the principal outstanding on the Bonds.

d. Interest on Application and Refund Money: The Company shall not pay any interest on

refund of Application Amount, in whole or part. However, interest on Application Money, to

the extent of allotment of bonds, shall be paid from the date of credit of this money to IFCI

account of IFCI to the date immediately preceding the deemed date of allotment at the

respective coupon rates.

e. Tax Deduction at Source: Payment of interest will be subject to deduction of tax as per the

Income Tax Act, or any statutory modification or re-enactment thereof, for the time being in

force. As per the current tax laws, no income tax is deductible at source for payment of

interest on bonds, if such bonds are listed and in demat form.

f. Step-up Option: There is no ‘step-up’ coupon for Bonds..


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19. Interest Payments

Payment of interest on the Bonds will be made to those holders of the Bonds, whose name appears

first in the Register of Bondholders maintained by the Depositories and/or the Company and/or the

Registrar, as the case may be, as on the Record Date.

Interest amounts due will be payable on August 1, of every year starting from 2012. The last interest

payment will be made along with repayment of the principal amount.

If redemption of the Bonds do not occur on the Redemption Date due to a lack of permission from

the RBI, then the last interest payment for each of the Bonds shall be made on the date of maturity of

the respective Bonds.

In case of rematerialisation of Bonds or transfer of Bond Certificates held in physical form, for

payment of interest, Bondholders are advised to send the Bond Certificate(s) and the duly completed

transfer deeds or other suitable instrument of transfer as may be prescribed by us for registration of

transfer of Bond(s) to us or such other persons as may be notified by us from time to time, at least

two days prior to the Record Date, failing which interest will be paid to the seller and not to the

buyer. In such cases, claims in respect of interest, if any, shall be settled inter se amongst the parties

and no claim or action shall lie against the Company, or the Registrar to the Issue.

(a) Record Date:

The record date for the payment of interest or the Maturity Amount shall be 3 days prior to the date

on which such amount is due and payable ("Record date").

(b) Effect of holidays on payment:

If the date of payment of interest or principal or any date specified does not fall on a Working Day,

then the succeeding Working Day will be considered as the effective date. Interest and principal or

other amounts, if any, will be paid on the succeeding Working Day. In case the Maturity Date falls

on a holiday, the payment will be made on the next Working Day, without any interest for the period

overdue.

(c) Modes of Payment

Please see Para 20 below.

20. Tenor & Redemption

(a) Tenor and redemption at maturity

Options I & II, Tier II Bonds will be redeemed at their principal amount outstanding together with

accrued interest on the payment date falling 10 (ten) years after the Deemed Date of Allotment, (the

“Options I & II Redemption Date”).

Options III & IV, Tier II Bonds will be redeemed at their principal amount outstanding together with

accrued interest on the payment date falling 15 (fifteen) years after the Deemed Date of Allotment,

(the “ Options III & IV Redemption Date”).


21

The Bonds will not be redeemable at the option of the Bondholder and all redemptions shall be made

by the Company only with the prior approval of the RBI and subject to compliance with conditions

as set out in the Capital Adequacy Guidelines.

(b) Call Option

The Issuer shall have the option to redeem the Bonds by way of a “Call Option” at the principal

amount outstanding of the Bonds together with accrued interest, if applicable, at the end of 7 (seven)

years from the Deemed Date of Allotment in case of Option I & II and the end of 10 (ten) years from

the Deemed date of Allotment in case of Option III & IV and such call option can be exercised by

the company only with the prior approval of RBI. In the event that such a “Call Option” is exercised

by the Company, it shall ensure that notice of the same is provided to the Bondholders through

newspaper advertisements at least 60 (sixty) days prior to such Call Option Date. There shall be no

’Put Option’ on the Bonds

(c) Procedure of redemption

Bonds held in electronic form: No action is required on the part of Bondholders at the time of

maturity of the Bonds. On the Maturity Date, the Maturity Amount will be paid as per the

Depositories' records on the Record Date fixed for this purpose. The bank details will be obtained

from the Depositories for payments. Investors who have applied or who are holding the Bond in

electronic form, are advised to immediately update their bank account details as appearing on the

records of Depository Participant as and when changed. Failure to do so could result in delays in

credit of the payments to investors at their sole risk and neither the Company nor the Registrar shall

have any responsibility and undertake any liability for such delays on part of the investors.

Bonds held in physical form: No action will ordinarily be required on the part of the Bondholder at

the time of redemption and the maturity amount will be paid to those Bondholders whose names

appear in the Register of Bondholders maintained by the Company on the Record Date fixed for the

purpose of redemption. The bank details will be obtained from the Registrar for effecting payments.

However, the Company may require that the Consolidated Bond Certificate(s), duly discharged by the

sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to

be surrendered for redemption on Maturity Date and sent by registered post with acknowledgment

due or by hand delivery to the Registrar or Company or to such persons at such addresses as may be

notified by the Company from time to time. Bondholders shall have to surrender the Consolidated

Bond Certificate(s) in the manner as stated above, not more than three months and not less than one

month prior to the Maturity Date so as to facilitate timely payment. Payments of redemption amount

will be made on the Maturity Date or Call Option Date, as applicable, or within a period of 30 days

from the date of receipt of the duly discharged certificate, whichever is later.

The Company's liability to the Bondholders including for payment or otherwise shall stand

extinguished from the Maturity Date or the Call Option Date, applicable, or upon despatch of the

Redemption Amounts to the Bondholders. Further, the Company will not be liable to pay any interest,

income or compensation of any kind from the Maturity Date or the Call Option Date, as applicable.

If the Redemption date falls on a Saturday, Sunday or a public holiday, redemption proceeds would

be paid on the next working day.


22

Subject to the provisions of the Companies Act, where the Company has bought back any Bond(s)

under the Buyback Facility, the Company shall have and shall be deemed always to have had the right

to keep such Bonds alive without extinguishment for the purpose of resale and in exercising such

right, the Company shall have and be deemed always to have had the power to resell such Bonds.

21. Modes of Payment:

All payments to be made by the Company to the Bondholders shall be by cheques or demand drafts or

through �ational Electronic Clearing System ("�ECS") or through Real Time Gross Settlements

(“RTGS”).

Despatch of cheques or pay orders in respect of payments with respect to redemptions will be made

on the Maturity Date or the Call Option Date, as applicable, or within a period of 30 days from the

date of receipt of the duly discharged Consolidated Bond Certificate, if required by the Company,

whichever is later.

The mode of payments of refunds, interest or principal shall be undertaken in any of the following

ways:

1. �ECS: Payment of refunds, interest or principal redemption to Applicants having an account at

the centres permitted by RBI and SEBI, shall be undertaken through NECS. This mode of payment

would be subject to availability of complete bank account details including the MICR code as

appearing on a cheque leaf, from the Depositories.

2. �EFT: Payment of refunds, interest or principal redemption shall be undertaken through NEFT

wherever the Applicants‟ bank has been assigned the IFSC which can be linked to MICR, if any,

available to that particular bank branch, and where the Applicants have registered their nine-digit

MICR number and their bank account number while opening and operating the dematerialised

account. The IFSC of that bank branch will be obtained from the RBI‟s website as on a date

immediately prior to the date of payment of refund, and will be duly mapped with the MICR

numbers.

4. RTGS: Applicants whose payment of refunds, interest or principal redemption amounts is

Rs.2,00,000/- or above, have the option to receive the due amounts through RTGS. In the event the

same is not provided, payment of refunds, interest or principal redemption shall be made through

ECS. Charges, if any, levied by the Collecting Bank for the same would be borne by such Applicant

opting for RTGS as a mode of payment of refunds, interest or principal redemption. Charges, if any,

levied by the Applicant’s bank receiving the credit would be borne by the Applicant.

5. For all other Applicants, including those who have not updated their bank particulars with the

MICR code, the interest payment/refund/redemption orders shall be dispatched by ordinary

post/Speed Post for value up to Rs.1,500 and through speed/registered post for refund orders of

above Rs.1,500. Such refunds will be made by cheques, pay orders or demand drafts drawn on the

collecting bank and payable at par at places where Applications are received. Bank charges, if any,

for cashing such cheques, pay orders or demand drafts at other centres will be payable by the

Applicant.


23

We will not be responsible for any delay in payment of refunds, interest or principal redemption,

provided that the process of such request has been initiated within reasonable time, as per the process

detailed above.

22. Taxation

The interest on Bonds will be subject to deduction of tax at source at the rates prevailing from time

to time under the provisions of the Income Tax Act or any statutory modification or re-enactment

thereof.

As per clause (ix) of Section 193 of the Income Tax Act, no income tax is required to be withheld on

any interest payable on any security issued by a company, where such security is in dematerialized

form and is listed on a recognized stock exchange in India in accordance with the Securities

Contracts Regulation Act, 1956, as amended, and the rules notified there under. Accordingly, no

income tax will be deducted at source from the interest on Bonds held in dematerialized form. In

case of Bonds held in a physical form, tax may be withheld, as applicable. Further, such interest is

taxable income in the hands of resident Bondholders.

If interest on Bonds exceeds the prescribed limit, if any, in case of resident individual Bondholders,

to ensure non-deduction or lower deduction of tax at source, as the case may be, the Bondholders are

required to furnish either:

(a) a declaration (in duplicate) in the prescribed form i.e. Form 15G which may be given by all

Bondholders other than companies, firms and non-residents subject to provisions of section 197A of

the Income Tax Act; or

(b) a certificate, from the assessing officer of the Bondholder, in the prescribed form under section

197 of the Income Tax Act which may be obtained by the Bondholders.

(c) Senior citizens, who are 60 or more years of age at any time during the financial year, can submit

a self-declaration in the prescribed Form 15H for non-deduction of tax at source in accordance with

the provisions of section 197A even if the aggregate income credited or paid or likely to be credited

or paid exceeds the maximum limit for the financial year.

(d)Entities exempt from tax as per CBDT Circular: Certain specified entities whose income is

unconditionally exempt under section 10 of the Act and who are statutorily not required to file return

of income as per section 139 of the Act, CBDT has vide Circular no.4/2002 dated July 16, 2002,

granted blanket TDS exemption. Some examples of the specified entities are provident funds,

gratuity funds, local authority, hospitals exempt under section 10(23C)(iiiac), educational institutions

or university exempt under section 10(23C)(iiiab).

These certificates may be submitted to the Company or to such person at such address as may be

notified by us from time to time, quoting the name of the sole or first Bondholder, Bondholder

number and the distinctive number(s) of the Bond(s) held, at the time of submitting application and

at any point of time as required by the Issuer from time to time.

Tax exemption certificate or document, if any, must be lodged at the office of the Registrar prior to

the Record Date or as specifically required. Tax applicable on coupon will be deducted at source on

accrual thereof in the Company's books and / or on payment thereof, in accordance with the

provisions of the Income Tax Act and / or any other statutory modification, re-enactment or


24

notification as the case may be. A tax deduction certificate will be issued for the amount of tax so

deducted on annual basis.

23. Debenture Trustee

IFCI has appointed a Debenture Trustee for the Bondholders. IFCI and the Debenture Trustee will

enter into a Debenture Trust Deed specifying, inter alia, the powers, authorities and obligations of

the Debenture Trustee and the Company. All Bondholders shall, without further act or deed, be

deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or

authorized officials to do all such acts, deeds, matters and things in respect of or relating to the

Bonds as the Debenture Trustee may in their absolute discretion deem necessary or require to be

done in the interest of the Bondholders. Any payment made by us to the Debenture Trustee on behalf

of the Bondholders shall discharge us pro tanto to the Bondholders. The Debenture Trustee will

protect the interest of the Bondholders in the event of default by us in regard to timely payment of

interest and repayment of principal and they will take necessary action at the Company’s cost.

24. Security

The Bonds are unsecured, which means that the Bonds are not secured against any of the assets of

the company.

25. Bondholder not a shareholder

The Bondholders will not be entitled to any of the rights and privileges available to the equity and

preference shareholders of the Company.

26. Rights of Bondholders:

The Bonds shall not confer upon the holders thereof any rights or privileges including the right to

receive notices or annual reports of, or to attend and/or vote, at a General Meeting of IFCI.

The Bonds comprising the present Private Placement shall rank pari passu inter se without any

preference to or priority of one over the other or others over them and shall also be subject to the

other terms and conditions to be incorporated in the Agreement / Trust Deed(s) to be entered into by

IFCI with the Trustees and the Letters of Allotment/Bond Certificates that will be issued. A register

of Bondholders will be maintained and sums becoming due and payable in respect of the Bonds will

be paid to the Registered Holder thereof.

The Bonds are subject to the provisions of the Act and the terms of this Information Memorandum.

Over and above such terms and conditions, the Bonds shall also be subject to other terms and

conditions as may be incorporated in the Agreement/Bond Trust Deed/Letters of Allotments/Bond

Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of

securities issued from time to time by the Government of India and/or other authorities and other

documents that may be executed in respect of the Bonds.

27. Modification of rights:

The rights, privileges and conditions attached to the Bonds may be varied, modified and/or abrogated

with the consent in writing of the holders of at least three-fourths of the outstanding amount of the

Bonds or with the sanction of special resolution passed at a meeting of the concerned Bondholders,


25

provided that nothing in such consent or sanction shall be operative against IFCI, where such consent

or sanction modifies or varies the terms and conditions governing the Bonds, if the same are not

acceptable to IFCI.

28. �otices

The communications to the bondholder(s) required to be sent by IFCI or the Trustees shall be

deemed to have been given if sent by an ordinary post to the registered holder of the Bonds. All

communications to be given by the bondholder(s) shall be sent by registered post or by hand delivery

to the Registrar and Transfer Agents or to IFCI or to such person, at such addresses as may be

notified by IFCI from time to time.

All notices to the Bondholders required to be given by IFCI or the Debenture Trustee shall be

published in one English language newspaper having wide circulation and one regional language

daily newspaper each in Mumbai, Chennai, Delhi, Kolkata and Ahmedabad and/or, will be sent by

post/courier to the registered Bondholders from time to time.

29. Loan against Bonds

The Bonds can be pledged or hypothecated for obtaining loans from scheduled commercial banks.

In accordance with the RBI guidelines applicable to the Company, it shall not grant loans against the

security of the Bonds.

30. Right to Reissue Bond(s)

Subject to the provisions of the Act, where the Company has redeemed or repurchased any Bond(s),

the Company shall have and shall be deemed always to have had the right to keep such Bonds alive

without extinguishment for the purpose of resale or reissue and in exercising such right, the

Company shall have and be deemed always to have had the power to resell or reissue such Bonds

either by reselling or reissuing the same Bonds or by issuing other Bonds in their place. This includes

the right to reissue original Bonds.

31. Future borrowings

IFCI shall be entitled to make further issue of secured or unsecured debentures and/or raise term

loans or raise further funds from time to time from any persons, banks, financial institutions or

bodies corporate or any other agency without the consent of, or notification to or consultation with

the Bondholders or the Debenture Trustee.

32. Joint-holders

Where two or more persons are holders of any Bond (s), they shall be deemed to hold the same as

joint holders with benefits of survivorship subject to Articles and applicable law.

33. Sharing of Information

The Company may, at its option, use its own, as well as exchange, share or part with any financial or

other information about the Bondholders available with the Company with its subsidiaries and

affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be


26

required and neither the Company nor its subsidiaries and affiliates nor their agents shall be liable for

use of the aforesaid information.

34. Issue of Duplicate Consolidated Bond Certificate(s)

If any Consolidated Bond Certificate is mutilated or defaced, it may be replaced by the Company

against the surrender of such Consolidated Bond Certificates, provided that where the Consolidated

Bond Certificates are mutilated or defaced, they will be replaced only if the certificate numbers and

the distinctive numbers are legible.

If any Consolidated Bond Certificate is destroyed, stolen or lost then upon production of proof

thereof to IFCI's satisfaction and upon furnishing such indemnity/security and/or documents as we

may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued.

35. Jurisdiction

The courts of Delhi shall have jurisdiction to settle any disputes which may arise out of or in

connection with the Debenture Trust Deed or the Bonds and that accordingly any suit, action or

proceedings (together referred to as "Proceedings") arising out of or in connection with the

Debenture Trust Deed and the Bonds may be brought in the courts of Delhi.

The Bonds, the Debenture Trust Deed, the Tripartite Agreement, the Registrar MoU and other

relevant documents shall be governed by and construed in accordance with the laws of India. The

Bank in the Debenture Trust Deed will agree, for the exclusive benefit of the Debenture Trustee and

the Bondholders, that the courts of Delhi are to have jurisdiction to settle any disputes which may

arise out of or in connection with the Debenture Trust Deed or the Bonds (including a dispute

relating to any non-contractual obligations arising out of or in connection with the Debenture Trust

Deed and the Bonds and that accordingly any suit, action or proceedings arising out of or in

connection with the Debenture Trust Deed and the Bonds (including any suit, action or proceedings

relating to any non-contractual obligations arising out of or in connection with these documents) may

be brought in the courts of Delhi.


27

STATEME�T OF TAX BE�EFITS

TAX BE�EFITS U�DER THE I�COME TAX ACT, 1961

Under the current tax laws (existing as well as proposed) the following tax benefits, inter alia, will be

available to the Bond Holder as mentioned below. The benefits are given as per the prevailing tax laws

and may vary from time to time in accordance with amendments to the law or enactments thereto. The

Bond Holder is advised to consider in his own case the tax implications in respect of subscription to the

Bond after consulting his tax advisor as alternate views are possible. IFCI or the Trustees shall not be

liable to the Bond Holder in any manner for placing reliance upon the contents of this statement of tax

benefits.

A. I�COME TAX:

Taxability of Interest Taxability of interest on Bonds would depend upon the method of accounting adopted by the resident

bondholder as mentioned in the provisions of the IT Act.

Withholding Tax:

No income tax is deductible at source on interest on Bonds as per the provisions of section 193 of the I.T.

Act in respect of the following:

(a) In case the payment of interest on bonds to resident individual Bond Holder in the aggregate

during the financial year does not exceed the limits notified by the Government from time to

time.

(b) When the Assessing Officer issues a certificate on an application by a Bond Holder on

satisfaction that the total income of the Bond Holder justifies nil/lower deduction of tax at

source as per the provisions of Section 197(1) of the I.T. Act;

(c) When the resident Bond Holder (not being a company or a firm or a senior citizen) submits a

declaration to the payer in the prescribed Form 15G verified in the prescribed manner to the

effect that the tax on his estimated total income of the financial year in which such income is

to be included in computing his total income will be ‘nil’ as per the provisions of Section

197A (1A) of the I.T. Act. Under Section 197A (1B) of the I.T. Act, Form 15G cannot be

submitted nor considered for exemption from deduction of tax at source if the aggregate of

income of the nature referred to in the said section, viz. dividend, interest, etc as prescribed

therein, credited or paid or likely to be credited or paid during the financial year in which

such income is to be included exceeds the maximum amount which is not chargeable to tax.

To illustrate, the maximum amount of income not chargeable to tax in case of individuals

(other than women assesses and senior citizens) and HUFs is Rs.1,80,000, in case of women

assesses is Rs.190,000 and in case of senior citizen is Rs.2,50,000 for financial year 2011-12.

Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy

the special privilege to submit a self declaration to the payer in the prescribed Form 15H for

non-deduction of tax at source in accordance with the provisions of section 197A (1C) of the

I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceed

the maximum amount not chargeable to tax i.e. Rs.2,50,000 for FY 2011-12, provided tax on


28

his estimated total income of the financial year in which such income is to be included in

computing his total income will be nil.

(d) On any securities issued by a company in a dematerialized form listed on recognized stock

exchange in India. (w.e.f. 1.06.2008).

In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act;

Transfer before maturity: Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed Bond is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.

Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 10% of capital gains calculated without indexation of the cost of acquisition. The capital gains will be computed by deducting expenditure incurred in connection with such transfer and cost of acquisition of the Bonds from the sale consideration.

In case of an individual or HUF, being a resident, where the total income as reduced by the long term capital gains is below the maximum amount not chargeable to tax, which for the FY 2011-12 is Rs.1,80,000 in case of all individuals, Rs.1,90,000 in case of women and Rs.2,50,000 in case of senior citizens, the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the rate of ten per cent in accordance with and the proviso to sub-section (1) of section 112 of the I.T. Act read with CBDT Circular 721 dated September 13, 1995.

A 2% education cess and 1% secondary and higher education cess on the total income tax (including surcharge) is payable by all categories of tax payers as per the current tax laws.

Short-term capital gains on the transfer of listed Bonds, where Bonds are held for a period of notmore than 12 months, would be taxed at the normal rates of tax in accordance with and subject to the provision of the I.T. Act. The provisions related to minimum amount not chargeable to tax, surcharge and education cess as described above would also apply to such short-term capital gains.

In case the bonds are held as stock in trade, the income on transfer of bonds would be taxed as business income or loss in accordance with and subject to the provisions of the IT Act.

B. WEALTH TAX

Wealth-tax is not levied on investment in Bonds under section 2(ea) of the Wealth-tax Act, 1957.

C. GIFT TAX:

Gift-tax is not levied on gift of Bonds in the hands of the donor as well as the donee as the provisions of the Gift-tax Act, 1958 have ceased to apply in respect of gifts made on or after 1

st October, 1998.


29

PROCEDURE OF APPLICATIO�

The Information Memorandum and the Application Forms for this Issue can be obtained from our

Registered Office or website: ifciltd.com, or from the arrangers appointed for the Issue.

All Applicants shall have the option of applying for the Bonds either through cheque/bank draft as

advised in the section “Payment Instructions for Applicants”.

Application Form

Applicants are required to submit their Applications through the Bankers to Issue. Such Applicants shall

only use the specified Application Form either downloaded from our website or bearing the stamp of the

arrangers. All Applicants shall have the option to apply for any of or all Options of Bonds in the

Application Form.

WHO CA� APPLY

The following categories of persons are eligible to apply in this Issue:

• Public Financial Institutions, Statutory Corporations, Commercial Banks, Cooperative Banks and

Regional Rural Banks;

• Provident, Pension, Superannuation and Gratuity Funds, Insurance Companies registered with

IRDA, Venture Capital funds registered with SEBI,;

• Mutual Funds;

• Companies, Bodies Corporate and Societies registered under the Applicable Laws in India and

authorised to invest in the Bonds;

• Public/private trusts (charitable/religious or otherwise) authorised to invest in the Bonds;

• Scientific and/or Industrial Research Organisations authorised to invest in the Bonds;

• Partnership firms through Partner(s);

• Associations of persons.

• Resident Indian individuals - in their own names or in the names of their minor children as

natural/legal guardians in single or joint names (but not exceeding three); and

• Hindu Undivided Families through the Karta;

FIIs, �RIs and OCBs are not permitted to apply in this Issue.

The Arrangers, their associates and affiliates are permitted to subscribe in this Issue. However, this Ist

Issue or any part thereof is not being underwritten by the Arrangers to the Issue or by any of its associates

and affiliates. It may be noted that participation by any investors in this Issue, including the investment

limits applicable to them, will be subject to necessary approvals and authorisations required under the

laws applicable to them as well as any corporate authorisations applicable to them.

Impersonation/ Fictitious applications.

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 68A of the

Companies Act, which is reproduced below:

Any person who –

(a) makes, in a fictitious name, an Application to a body corporate for acquiring, or subscribing to, the

Bonds, or


30

(b) otherwise induces a body corporate to allot, or register any transfer of, bonds therein to them, or

any other person in a fictitious name, shall be liable for legal consequences of such action.

Application size

Applications are required to be for a minimum of Rs.1,00,000/- i.e 10 (Ten) Bonds and multiples of

one (1) Bond thereafter, subject to a maximum application size of Rs.50 crore. In case of multiple

applications, which is two or more application forms submitted by a single applicant, the applications

shall be aggregated based on the PAN of the applicant.

How to apply:

General Instructions:

1. Applications for the Bonds must be made in the prescribed form (“Application Form”).

2. The Application Forms are required to be completed in block letters in English as per the

instructions contained herein and in the Application Form, and are liable to be rejected if not so

completed.

3. If the applicant is Hindu Undivided Family or HUF, the Applicant should specify that the

Applicantion is being made in the name of the HUF in the Application Form as follows: “Name of

Sole or First Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the

name of the Karta”. PAN of the HUF should be provided.

4. Thumb impressions and signatures other than in English/Hindi must be attested by an authorised

official of a Bank or Magistrate or Notary Public or a Special Executive Magistrate under his

official seal.

5. Applications under Power of Attorney: Unless we specifically agree in writing, and subject to such

terms and conditions as we may deem fit, in the case of Applications made under Power of

Attorney or by limited companies, corporate bodies, trusts etc., a certified copy of the Power of

Attorney and/or the relevant authority, as the case may be, and a certified copy of Memorandum

and Articles of Association and/or bye-laws, where applicable, is required to be lodged separately,

along with a copy of the Application Form at the office of the Registrar to the Issue simultaneously

with the submission of the Application Form, indicating the name of the Applicant along with the

address, Application number, date of submission of the Application Form, name of the bank and

branch where it was deposited, Cheque/Demand Draft Number and the bank and branch on which

the Cheque/Demand Draft was drawn.

6. Permanent Account Number: Each of the Applicants is required to mention his PAN allotted under

the Income Tax Act in the Application Form. The PAN would be the sole identification number for

participants transacting in the securities markets, irrespective of the amount of the transaction. Any

Application Form without the PAN is liable to be rejected. It is to be specifically noted that

Applicants should not submit the GIR Number instead of the PAN as the Application is liable to be

rejected on this ground.


31

7. As the issue of bonds is only in demat form, the Applicant must mention the 16 digit DP ID/Client

ID correctly in the Application Form. Investors may attach a self attested copy of proof of DP Id

and Client Id (desirable to avoid mismatch).

8. Joint Applications: Applications may be made in single or joint names (not exceeding three) and

should be in the similar sequence as mentioned in the Demat Account.. In the case of joint

Applications, all payments will be made out in favour of the first Applicant. All communications

will be addressed to the first named Applicant whose name appears in the Application Form at the

address mentioned therein.

9. Multiple Applications:

(a) In case of multiple applications, which is two or more Application Forms submitted by a single

Applicant, the applications shall be aggregated based on the PAN of the Applicant.

(b) In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the

mutual fund and such Applications will not be treated as multiple Applications provided that the

Applications made clearly indicate the name of each scheme under which the Application has been

made.

10. Applicants are requested to write their names, telephone no. and Application serial number on the

reverse of the account payee cheque/draft by which the payments are made.

11. Applicants should ensure to make payment of the Applicantion Amount by way of single

cheque/DD and not multiple cheques/DDs for a single Application Form.

12. Tax Deduction at Source: Persons (other than companies and firms) resident in India claiming

receipt of interest on Application money without deduction of tax at source are required to submit

Form 15G/Form 15H at the time of submitting the Application Form, in accordance with and

subject to the provisions of the Income Tax Act. Other Applicants can submit a certificate under

section 197 of the Income Tax Act. For availing the exemption from deduction of tax at source

from interest on Bonds, the Applicants are required to submit Form 15G/15H/certificate under

section 197 of the Income Tax Act/valid proof of exemption each financial year.

13. Category: All Applicants are requested to tick the relevant column “Category of Investor” in the

Application Form.

For further instructions, please read the Application Form carefully.

Payment Instructions for Applicants:

• All Applicants are required to make payment of the full Application Amount along with the

Application Form.

The applicants may note that in case the DP ID and PAN mentioned in the Application Form do not match with the DP ID and PAN available in the depository database, the application is liable to be rejected.


32

• All cheques/drafts must be made payable to “IFCI Limited-Tier II Bonds” and crossed “A/C

PAYEE ONLY” and payable locally where the Application is being submitted. Demand Draft

charges, if any, shall be borne by the applicant.

• Cheques/Demand Drafts may be drawn on any designated collection centre (as mentioned in the

Information Memorandum) where application form is being deposited.

• All Applications duly completed and accompanied by account payee cheques/drafts shall be

submitted at the Designated Branches of the Collecting Bank listed in the Information

Memorandum or as may be specified by us in the Application Form. Applications shall be

deemed to have been received by us only when submitted to our Designated Branches or at our

specified collection centres/agents as detailed herein and not otherwise.

• Unless we specifically agree in writing with or without such terms or conditions as we may deem,

a separate single cheque/draft must accompany each Application Form. All Application Forms

received with outstation cheques/drafts, post-dated cheques, cheques/bank drafts drawn on banks

not participating in the clearing process, money orders/postal orders shall be rejected and we shall

not be responsible for such rejections. Further, our Designated Branches/collection centres/agents

will not accept payments made in cash.

• No receipt would be issued by the Issuer for the Application money. However, our Designated

Branch on receiving the applications will acknowledge receipt by stamping and returning the

acknowledgment slip to the Applicant.

Rejection of Applications:

The Company reserves its full, unqualified and absolute right to accept or reject any Application in whole

or in part and in either case without assigning any reason thereof.

Application would be liable to be rejected on one or more technical grounds, including but not restricted

to:

• Applicants by ineligible entities or individuals like non-residents, NRIS, FIIs and OCBs; and

• Application by minor without a guardian name

• Number of Bonds applied for is less than the minimum Application size.

• Applications exceeding the maximum Application size;

• Applications not duly signed by the sole/joint Applicants;

• Application amount paid not tallying with the number of Bonds applied for;

• Applications for a number of Bonds which is not in a multiple of one;

• Investor category not ticked;

• Bank account details not given;

• Applications by persons not competent to contract under the Indian Contract Act, 1872, as

amended;

• In case of Applications under Power of Attorney where relevant documents not submitted;

• Application by stockinvest;

• Applications accompanied by cash;

• Applications without PAN;

• GIR number furnished instead of PAN;


33

• In case no corresponding record is available with the Depositories that matches three

parameters namely, names of the Applicant (including the order of names of joint holders), the

DP ID and the beneficiarys account number.

The Company shall not be responsible for rejection of the Application on any of the technical grounds

mentioned above and no interest will be paid on Application amount.

Application form received after the closure of the Issue shall be rejected.

In the event, if any Bond(s) applied for is/are not allotted, the Application monies of such Bonds will be

refunded, as may be permitted under the provisions of applicable laws, without any interest.

Depository Arrangement

We have made depository arrangements with NSDL and CDSL for this Tranche 1 Issue and holding of

the Bonds in dematerialised form. As per the provisions of the Depositories Act, the Bonds can be held in

a dematerialised form, i.e., they shall be fungible and be represented by a statement issued through

electronic mode. In this context:

(i) Two tripartite agreements have been signed: Tripartite Agreement between IFCI, Link Intime India

Pvt. Ltd. and NSDL for offering depository option to the Bondholders and Tripartite Agreement, between

IFCI, Link Intime India Pvt. Ltd. and CDSL for offering depository option to the Bondholders.

(ii) An Applicant shall seek the Allotment of Bonds only in electronic mode for the entire Bond; no

partial Applications for physical mode for the Bonds shall be permitted and any such Applications are

liable to be rejected.

(iii) An Applicant is required to apply for Bonds in the electronic form and is required to have at least one

beneficiary account with any of the Depository Participants (“DPs”) of NSDL or CDSL, prior to making

the Application.

(iv) An Applicant seeking Allotment of Bonds is required to fill in the details (including the beneficiary

account number and DP ID) appearing in the Application Form.

(v) Bonds allotted to an Applicant will be credited directly to the Applicant’s respective beneficiary

account(s) with the DP.

(vi) The names of the Applicants stated in the Application Forms are required to be identical to those

appearing in the account details with the Depository. In case of joint holders, the names are required to be

in the same sequence as they appear in the account details with the Depository.

(vii) Non-transferable Allotment advice/refund orders will be directly sent to the Applicant by the

Registrar to the Issue.

(viii) In case of Allotment of Bonds, the address, nomination details and other details of the Applicant as

registered with his DP shall be used for all correspondence with the Applicant. The Applicant is therefore

responsible for the correctness of his demographic details given in the Application Form vis-à-vis those

with his DP. In case the information is incorrect or insufficient, IFCI would not be liable for losses, if any.


34

(ix) It may be noted that Bonds in electronic form can be traded only on the Stock Exchange having

electronic connectivity with NSDL or CDSL. BSE, where our Bonds are proposed to be listed has

connectivity with NSDL and CDSL.

(x) Interest or other benefits with respect to the Bonds held in dematerialised form would be paid to those

Bondholders whose names appear on the list of beneficial owners given by the Depositories to us as on

Record Date. In case of those Bonds for which the beneficial owner is not identified by the Depository as

on the Record Date, we would keep in abeyance the payment of interest or other benefits, till such time

that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or

benefits will be paid to the beneficiaries, as identified, within a period of 30 days.

The trading of the Bonds shall be in dematerialised form only.

Letters of Allotment/ Refund Orders

IFCI reserves, in its absolute and unqualified discretion and without assigning any reason thereof, the

right to reject any application in whole or in part. The unutilised portion of the application money will be

refunded to the Applicant by an account payee cheque/demand draft. In case the cheque payable at par

facility is not available, IFCI reserves the right to adopt any other suitable mode of payment.

IFCI shall credit the allotted Bond to the respective beneficiary accounts/dispatch the Letter(s) of

Allotment or Letter(s) of Regret/Refund Orders upto Rs.1,500/- by Ordinary Post/Speed Post and orders

in excess of Rs.1,500/- by registered/speed post at the Applicant’s sole risk. Further,

(a) Deemed date of Allotment of the Bonds shall be August 1, 2011.

(b) Credit to dematerialised accounts will be made within two Working Days from the date of

Allotment;

(c) In case of rejection of the application on account of technical ground or for any other reason,

refund of application money without interest will be made within a period of 30 days from the

date of allotment of the bonds.

(d) In case of Bonds that are being issued in physical form, the Company will issue one certificate

to the Bondholder for the aggregate amount of the Bonds that are applied for (each such

certificate a ‘Consolidated Bond Certificate’).

Governing Law The Bonds are governed by and shall be construed in accordance with the existing laws in India. Any

dispute arising thereof will be subject to the jurisdiction of courts at Delhi.

Investors relations and grievances redressal:

Arrangements have been made to redress investor grievances expeditiously as far as possible. IFCI

endeavours to resolve the investors’ grievances within 30 days of its receipt. All grievances related to the

issue quoting the Application Number (including prefix), number of bonds applied for, amount paid on

application and place where the application was submitted, may be addressed to the Registrar and

Transfer Agents, M/s Link Intime India Pvt. Ltd. at the address as mentioned elsewhere in this

Memorandum or Resources Department at the Registered & Corporate Office of IFCI.


35

RISK FACTORS

Prospective investors should carefully consider the risks and uncertainties described below, in addition to

the other information contained in this Information Memorandum before making any investment decision

relating to the Issue. Investors must rely on their own examination of the Company and this Issue,

including the risks and uncertainties involved.

I�TER�AL RISK FACTORS

1) CREDIT RISK

As a financial institution, the risk of default and non-payment by borrowers and other

counterparties is one of the most significant risks which may affect our profitability and asset

quality.

Our loan portfolio consists of loans provided to large corporates, and medium scale enterprises, with

the earlier segment constituting a significant portion of our portfolio. While large corporate customers

are generally stable in their risk profile, the relatively large sized single ticket exposures to the same

can impact profitability and result in NPAs on even a small number of defaults.

The borrowers and/or guarantors and/or third parties may default in their repayment obligations due to

various reasons including insolvency, lack of liquidity, and operational failure. Besides

macroeconomic conditions, we face risks specific to each line of our business.

Though the Company’s total provisioning against the NPAs, with 94% provision coverage, may be

considered at present adequate to cover all the identified losses in the loan portfolio, there may not be

any assurance that in the future, provisioning levels, though compliant with regulatory requirements,

will be sufficient to cover all anticipated losses. This is because the Company may not be able to meet

our recovery targets for NPAs set for the particular fiscal year due to the general economic slowdown

at both global and domestic levels and other factors mentioned above.

2) HIGHER COST OF BORROWI�GS

We may not be able to access funds at competitive rates and such higher cost of borrowings

could have a significant impact on the scale of our operations and on our profit margins.

Our growing business needs would require us to raise funds through commercial borrowings. Our

ability to raise funds at competitive rates would depend on our credit rating, regulatory, economic and

financial markets environment in the country and on the price and availability of liquidity in the

financial markets. Besides any domestic developments, changes in the international markets also affect

the Indian interest rate environment, and may relatively impact our borrowing costs. A substantial

position of our borrowing is on floating interest rate basis, which has been rising due to policy rate

hikes by RBI. Further increase in interest rates would affect the NIM and profitability of the company

adversely. We may also face certain restrictions in raising lower cost sources of funds from

international markets, which could affect our ability to carry out business operations and expansion

plans.

3) �ATURE OF SUBORDI�ATED DEBT

The Bonds are subordinated and have only limited rights of acceleration

The Bonds are subordinated debt instruments and payments on Bonds will be subordinated in right of

payment upon the winding-up or liquidation of the Company to the prior payment in full of other


36

liabilities of the Company, except those liabilities which rank equally with each of the Bonds. The

Bonds and any amounts of interest due thereon are unsecured obligations of the Company and, in the

event of the winding up of the Company, the claims of the holders of the Bonds and any relative

interest pursuant thereto will be subordinated in right of payment to the claims of all other creditors.

As a consequence of these subordination provisions, in the event of a winding-up of the Company’s

operations, the holders of the Bonds may recover proportionately less than the holders of its other

unsubordinated liabilities. As of March 31, 2011, all of the Company’s outstanding liabilities rank

senior to the Subordinated Bonds. For the avoidance of doubt, the claims of the holders of the Bonds

shall be senior to the claims of holder of instruments that constitute Tier I capital.

The Bonds may not qualify as Tier II Capital

There is no guarantee that the Bonds qualify as Tier II Capital under the Capital Adequacy Guidelines

of RBI. The failure of the Bonds to qualify as Tier II Capital due to any reason, including, changes in

law, regulations, interpretations by RBI, would adversely affect the company’s Capial Adequacy

Ratio.

There are other risks in connection with Subordinated Bonds

The payment of interest and redemption of principal amount of the Subordinated Bonds would be

subject to the requirements of RBI, including requirement of prior approval of RBI before redemption

on maturity or on exercise of call option..

4) DELAY I� E�FORCI�G COLLATERAL

The Company may experience delays in enforcing its collateral when borrowers default on their

obligations to the Company, which may result in failure to recover the expected value of

collateral security, exposing it to a potential loss.

A substantial portion of the Company’s loans to corporate customers are secured by real assets,

including property, plant and equipment. In some cases, the Company may have taken further security

of a first or second charge on fixed assets, a pledge of financial assets like marketable securities,

corporate guarantees and personal guarantees. Although in general the Company’s loans are over-

collateralized, an economic downturn could result in a fall in relevant collateral values for the

Company. In India, foreclosure on immovable property generally requires a written petition to an

Indian court or tribunal. An application, when made, may be subject to delays and administrative

requirements that may result, or be accompanied by, a decrease in the value of the immovable

property. Security created on shares of a borrower can be enforced without court proceedings.

However, there can be delays in realization in the event that the borrower challenges the enforcement

in an Indian court. In the event a corporate borrower makes a reference to a specialized quasi-judicial

authority called the Board for Industrial and Financial Reconstruction (BIFR), foreclosure and

enforceability of collateral is stayed.

The Company may not be able to realize the full value on its collateral as a result of, among other

factors, delays in bankruptcy and foreclosure proceedings, defects in the registration of collateral and

fraudulent transfers by borrowers. A failure to recover the expected value of collateral security could

expose the Company to a potential loss. Any unexpected loss could adversely affect the Company‘s

business, its future financial performance and the trading price of the Bonds.


37

5) RISK OF MO�EY LAU�DERI�G ACTIVITIES

The Company may not be able to detect money-laundering and other illegal or improper

activities fully or on a timely basis, which could expose it to additional liability and harm its

business or reputation

The Company is required to comply with applicable anti-money-laundering and anti-terrorism laws

and other regulations in India. These laws and regulations require the Company, among other things,

to adopt and enforce know-your-customer policies and procedures and to report suspicious and large

transactions to the applicable regulatory authorities in different jurisdictions. While the Company has

adopted policies and procedures aimed at detecting and preventing the use of its network for money-

laundering activities and by terrorists and terrorist-related organizations and individuals generally,

such policies and procedures may not completely eliminate instances where the Company may be used

by other parties to engage in money-laundering and the relevant government agencies to whom the

Company reports have the power and authority to impose fines and other penalties. In addition, the

Company’s business and reputation could suffer.

6) CO�TI�GE�T LIABILITIES

Devolvement of Contingent Liabilities could adversely impact the Company’s profitability.

As on March 31, 2011, the company had contingent liabilities of about Rs.165 crore in respect of

guarantees issued, bank/performance guarantees, claims not acknowledged as debts and disputed tax

liabilities etc. as against contingent liabilities of about Rs. 430 crore as on March 31, 2010. These

liabilities, if devolved on the Company, may adversely affect the financial performance of the

Company and the trading price of the Bonds.

7) DEBE�TURE REDEMPTIO� RESERVE

�o Debenture Redemption Reserve (“DRR”) for Bonds

The Department of Company Affairs General Circular No.9/2002 on 6/3/2001-CL.V dated April

18, 2002 specifies that no DRR is required to be maintained by NBFCs for privately placed

debentures. Therefore IFCI, an NBFC, shall not be maintaining any DRR in respect of the Bonds issued

and the Bondholders may find it difficult to enforce their interests in the event of or to the extent of

default.

8) SYSTEMS A�D TECH�OLOGY

System failures and infrastructure bottlenecks in computer systems may adversely affect our

business

Our business is highly dependent on our ability to process, on a daily basis, a large number of

transactions. Our financial, accounting or other data processing systems may fail to operate adequately

or may become disabled as a result of events that are wholly or partially beyond our control, including

a disruption of electrical or communications services. These circumstances could affect our operations

and/or result in financial loss, disruption of our businesses and/or damage to our reputation. In addition,

our ability to conduct business may be adversely impacted by a disruption in the infrastructure that

supports our businesses and the localities in which we are located.

Significant security breaches could adversely impact the Company’s business

The Company seeks to protect its computer systems and network infrastructure from physical break-

ins as well as security breaches and other disruptions caused by increased use of technology including


38

the internet. Computer break-ins and power disruptions could affect the security of information stored

in and transmitted through these computer systems and network infrastructure. Although the Company

intends to continue to implement security technology and establish operational procedures to prevent

break-ins, failed security measures could have a material adverse effect on the Company’s business, its

future financial performance and the trading price of the Bonds.

9) LIQUIDITY CO�CER�S

We may face asset-liability mismatches, which could affect our liquidity position

The difference between the value of assets and liabilities maturing, in any time period category

provides the measure to which we are exposed to the liquidity risk. However, a large portion of our

liabilities have medium to long-term maturities and asset-liability cumulative gap is positive. Still, on

account of unforeseen factors, the funding mismatches could happen, which could have an adverse

effect on our business and future financial performance.

10) LIQUIDITY OF BO�DS

The current trading of our existing listed privately placed Unsecured non-convertible bonds may

not reflect the liquidity of the Bonds

We have offered other unsecured non-convertible bonds from time to time, on private placement basis,

which have been listed on BSE. There can be no assurance that an active public market for the Bonds

will develop, and if such a market were to develop, there is no obligation on us to maintain such a

market.

11) CHA�GES I� SYSTEMIC I�TEREST RATES

Changes in interest rates may affect the price of the Bonds

All securities where a fixed rate of interest is offered, such as the Bonds, are subject to price risk. The

price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest

rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The

extent to which prices increase or decrease is a function of the existing coupon, days to maturity and

the extent to which prevailing interest rates increase or decrease.

12) CHA�GES I� RATI�G

Any downgrade in the credit ratings of our Bonds may affect the value of the Bonds and thus

our ability to refinance our debt.

Brickwork Ratings, ICRA and CARE Ratings have assigned the rating of ‘BWR AA-’, LA and ‘CARE

A’ respectively, for issue of these Bonds for long term borrowings of the Company. The Issuer cannot

guarantee that these ratings will not be downgraded. The Rating Agencies have the right to

revise/suspend/withdraw the ratings in future on the basis of any informations etc. Any downgrades

in rating may affect our ability to refinance our debt and lower the price of the Bond.

13) LEGAL PROCEEDI�GS

The Company is involved in legal proceedings arising from its operations from time to time

The Company is involved in various litigations which have mostly arisen out of its operations, when

the Company seeks to recover its dues from the borrowers. The Company is also involved in various

legal cases by its customers, employees, seeking claims/compensation. The Company does not make

provisions or disclosure in its financial investments where in its assessment, the risk is insignificant.


39

Adverse decisions against the Company in major cases may affect its financial performance

adversely.

A. EXTER�AL RISK FACTORS

1) I�TEREST RATE RISK

A large part of the Company’s loans are disbursed at fixed rates for specific tenures which

may differ from its funding sources and therefore interest rate fluctuations could impact the

Company’s margins as well as profitability.

Our Company’s business is largely dependent on interest income from our operations. We are

exposed to interest rate risk principally as a result of lending to customers at interest rates and in

amounts and for periods, which may differ from the funding sources (institutional/bank borrowings

and debt offerings). We endeavour to match our interest rate positions to minimize our interest rate

risk. Despite these efforts, there can be no assurance that significant interest rate movements will not

have an effect on the results of our operations. Any adverse/unexpected movements in interest rates

may affect our profitability.

2) MATERIAL CHA�GES I� LEGISLATIO� / �EW LEGISLATIO�

Regulatory changes in India could adversely affect our business.

Changes in laws and regulations or to the regulatory or enforcement environment in India may have an

adverse effect on the products or services we offer, on the value of our assets or on the collateral

available for our loans or on our business in general.

3) SLOWDOW� I� ECO�OMIC GROWTH

A slowdown in economic growth could cause the Company’s business to suffer.

The Company’s performance and the quality and growth of its assets are necessarily dependent on

the health of the Indian economy as well as on global economic conditions. An economic slowdown

could adversely affect our business, including our ability to grow our asset portfolio, to maintain the

quality of our assets and to implement our strategy. The domestic economy could be adversely

affected by a variety of domestic as well as global factors.

4) FORCE MAJEURE

Our business may be adversely impacted by natural calamities or unfavourable climatic changes.

India has experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent

years. India has also experienced pandemics, including the outbreak of avian flu and swine flu. The

extent and severity of these natural disasters and pandemics determine their impact on the economy and

in turn their effect on the financial services sector of which our Company is a part. Prolonged spells of

abnormal rainfall and other natural calamities could have an adverse impact on the economy which in

turn could adversely affect our results of operations.


40

5) COMPETITIO�

The Company faces increasing competition from other established banks and other �BFCs.

The success of our business depends on our ability to face the competition.

The Company’s main competitors are established commercial banks and other NBFCs. Over the past few

years, the infrastructure financing area has seen the entry of banks, both public and private sectors as

well as foreign. Banks have access to low cost funds which could enable them to offer finance to our

customers at lower rates, thereby reducing our Company’s margins as well as attracting quality

customers.


41

ABOUT IFCI LIMITED

Corporate Details :

�ame of the Issuer : IFCI Ltd.

Registered & Corporate Office : IFCI Tower, 61, Nehru Place, New Delhi – 110019

Tel. �o. : (011) 41732000/41792800

Fax �o. : (011) 26230029

Website : www.ifciltd.com

E-mail : [email protected]

Background

IFCI was established in the year 1948 by an Act of Parliament to provide institutional finance for

industrial development in the country. It was subsequently corporatized in July 1993 after passing of the

Industrial Finance Corporation (Transfer of Undertaking and Repeal) Act, 1993 by the parliament of

India. By virtue of this Repeal Act, the tax benefits, available to it under the Income Tax Act and Rules,

as a statutory corporation, have been made available to it even after becoming a company. Subsequently,

during the year 2001, its name was changed to IFCI Limited and an amended certificate of incorporation

was obtained from the Registrar of Companies, Delhi & Haryana. It was registered as a non-banking

financial company with RBI during the year 1998, but was exempted from most of the regulatory

guidelines for non-banking financial companies, being regulated as a financial institution. From August

2007 onwards, it is being regulated as a non-banking financial company.

Its lending policies over the last 60 years of operations sought to achieve the primary objective of

providing medium and long term assistance to the industrial sector and to fulfill the overall goal of

industrial development in the country, while remaining initially within the limits of provisions of the

Industrial Finance Corporation Act 1948 and after incorporation as a company, doing business as set out

in the Memorandum and Articles of Association of the IFCI Limited. Since its inception, IFCI has been

meeting the changing requirements of the clients through various schemes and financial products.

As the first development financial institution of India, IFCI has been instrumental in development of

industry in the country in the immediate post-independence period when the Indian capital market was

not developed and banks were not in a position to provide long term assistance. Initially, the funding of

its resources was from Reserve Bank of India, Government of India, Bonds guaranteed by Government of

India and from international multilateral agencies. Post-corporatization, the resources are being

mobilized from the market through equity, bonds and loans. IFCI, at present, is a non-banking financial

company as per the Reserve Bank of India Act, 1949. IFCI is also a notified public financial institution

under Section 4A of the Companies Act, 1956. The management of its affairs is vested with the Board of

Directors, the day to day operations being carried out by a pool of experienced professionals under the

immediate supervision of the Chief Executive Officer and Managing Director.

Main Objects

The main objects as contained in our Memorandum of Association are:

• To take over the Assets/Liabilities, rights, powers, authorities and privileges, business and functions

of Industrial Finance Corporation of India, established under Industrial Finance Corporation Act,

1948.


42

• To carry on the business of assisting enterprises in industrial and services sectors.

• To provide financial assistance in the form of Short, Medium or Long Term Loans or Working

Capital facilities or Equity Participation, individually or in syndicates and in any form/scheme as may

be deemed expedient.

• To subscribe to or purchase, underwrite, invest in and acquire and hold and sell, dispose of shares,

stocks, debentures or any other instruments.

• To carry on the business of leasing and hire purchase finance company.

• To borrow or raise moneys by way of loans or otherwise both in rupees and foreign currencies or

secure the payment of money by the issue, sale of debentures, stock, bonds, obligations, mortgages

and securities of all kinds.

• To receive/invest moneys on deposit on such terms and conditions as may be deemed expedient in the

interest of the Company.

• To draw, make, accept, endorse, discount, rediscount, negotiate, execute and issue of bills of

exchange, promissory notes and other negotiable or transferable instruments.

• To provide consultancy and merchant banking services in or outside India.

• To perform and undertake activities pertaining to warehousing, bill marketing, factoring, custodial

services and related fields.

• To carry on the business of Depository Participants and provide related services.

• To set up Trusts, under the Indian Trust Act for establishment of mutual funds, venture capital funds

and funds of any kind and to carry on and to provide related services.

• To deal, transact, undertake, buy, sell foreign currencies as an authorized (Foreign Exchange) Dealer.

Present Business Activities:

Though started as a term lending institution, IFCI has diversified to many other activities over the period

and provides a wide range of services to industry in the areas of both fund based and fee based services.

Its products and services include:

• Project Finance, which includes financial assistance to industrial and service concerns for their new

projects as also for expansion, diversification and modernization schemes, underwriting, direct

subscription to equity, senior debt financing in the form of loans, debentures, securitized debts,

mezzanine products, including subordinated debt and preference capital and equity financing through

unlisted equity;

• Corporate Loans, including short term loans for working capital, capital expenditure and general

corporate expenditure purposes;

• Project Development, which includes project conceptualization and participation in the development

of a project as a co-promoter or financial investor, in consortium with other financiers with an

objective to exit the project in a definite time frame after implementation, with the desired return:

• Principal Investments, which includes equity investments made by the company with a view to

earning non-interest income;

• Resolution of �on-Performing Assets, including acquisition of non-performing assets from other

banks and institutions with a view to leveraging the expertise developed in course of its business in

resolution of such assets;

• Financial Services, comprising debt and equity syndication, structured finance;

• Project and Corporate Advisory Services, which include investment appraisal, business asset

valuation, privatization and PSU disinvestment, advice on mergers & joint ventures, buy/sell

advisory, legal advisory, capital structuring, study of techno-economic feasibility, IPO monitoring,

financial analysis and modeling as well as advisory services to state and central governments. IFCI

has provided these services to reputed corporates like SAIL, BHEL, BEML, ONGC, GAIL,

Neelachal Ispat, Inland Waterways Authority, ITPO, Air India, Uttaranchal Jal Vidyut Nigam, Tata


43

Steel, Indian Hotels Ltd., Omaxe Ltd and various governments like Government of India,

Government of Uttar Pradesh and Government of Rajasthan; and

• Other Fee Based Services, which include managing the disbursement of funds from the Sugar

Development Fund of Government of India to the eligible sugar manufacturing companies and

recovery from such companies and financial appraisal of such companies’ sugar projects on

management fee basis.

Subsidiaries and Associates

During the course of its existence, IFCI has established various subsidiaries as an extension of its business

and many other organizations of national and social importance. Recently, tangible steps have been taken

for reorientation and growth of these subsidiaries viz., IFCI Venture Capital Fund (IVCF), IFCI Financial

Services Ltd. (IFIN), IFCI Infrastructure Development Ltd. (IIDL) and IFCI Factors Ltd. (previously

Foremost Factors Ltd.). These entities, managed by professional Boards, have tremendous potential for

growth and have shown remarkable progress in the immediate past year. IFCI has also promoted some of

the specialized institutions like Management Development Institute (MDI), Information & Credit Rating

Agency of India Ltd. (ICRA), Asset Care Enterprise Ltd. (ACE), Institute of Leadership Development

(previously known as Institute of Labour Development), Tourism Finance Corporation of India Ltd.

(TFCI). IFCI has also taken part in establishment of national institutions like Securities Trading

Corporation of India Ltd. (STCI), LIC Housing Finance Ltd., GIC Housing Finance Ltd.,

Entrepreneurship Development Institute of India (EDII) and various Technical Consultancy Organizations

(TCOs), Stock Holding Corporation of India Ltd., National Stock Exchange of India Ltd., OTC Exchange

of India, Biotech Consortium India Ltd., A B Home Finance Ltd. And continues to hold stakes in these

organizations.

Board of Directors

The composition of the Board of Directors of the Company (as on May 30, 2011) stood as under:

�ame Designation Address

Shri P. G. Muralidharan Non-Executive

Chairman of the Board

Lavanya, VH-52, Vikramapuram Hill

Kuravankonam, Trivandrum – 695003

Shri Atul Kumar Rai Chief Executive Officer

and Managing Director

IFCI Limited, IFCI Tower

61, Nehru Place, New Delhi – 110 019

Shri K. V. Eapen Govt. Nominee Joint Secretary,

Ministry of Finance, Department of

Financial Services, Jeevan Deep

Parliament Street, New Delhi – 110 001

Shri Sanjeev Kumar Jindal Govt. Nominee Director,

Ministry of Finance, Department of

Financial Services, Jeevan Deep

Parliament Street, New Delhi – 110 001

Shri Shilabhadra Banerjee

Independent Director 1464, Sector-14,

Faridabad(HR) - 121007

Shri Prakash P Mallya Independent Director No.46, Pratosh, 2nd Cross, Bannerghatta

Road Panduranganagar,

Bangalore-560076


44

Shri Rakesh Bharti Mittal Independent Director

Vice Chairman & Managing Director,

Bharti Enterprises Ltd.

Bharti Crescent,

1, Nelson Mandela Road,

Vasant Kunj, Phase-II,

New Delhi – 110070.

Smt. Usha Sangwan Independent Director

Executive Director,

LIC of India,

Central Office, Yogakshema

Jeevan Bima Marg

P.O. Box No 19953,

Mumbai – 400021

Prof. Shobhit Mahajan Independent Director 780, Sector-4, Urban Estate

Gurgaon – 122001

Shri Omprakash Mishra Independent Director

E/1, Staff Quarters

Jadavpur University,

Kolkata-700032

Shri K. Raghuraman Independent Director M-6, 1st Floor, Lajpat Nagar-II,

New Delhi-110024.

Shri S. Shabbeer Pasha Independent Director Chartered Accountant,

96/8, Al-Ameen Apartments

First Cross, South End Road, Bangalore-

560004

Shri Sujit K. Mandal Whole Time Director IFCI Ltd., IFCI Tower

61, Nehru Place

New Delhi – 110 019

Major events including Capital Restructuring Share Capital: IFCI started its operations with an initial equity share capital of Rs. 5 crore in 1948-49.

The share capital was gradually increased to Rs. 10 crore by 1973 and Rs. 202.50 crore by June 1993.

After incorporation as a company, IFCI came out with its public issue in December 1993 and its equity

capital stood at Rs. 339.07 crore as at the end of March 1994. Subsequently, through a rights issue in the

year 2000-01, its equity share capital was increased to Rs. 638.67 crore. During the year 2007-08, a major

portion of the Zero Coupon Convertible Debentures was converted into equity shares of IFCI through

exercise of the option by the holders and the equity share capital increased to Rs. 737.84 crore as on

March 31, 2010. The preference share capital, issued during the years from 1997-98 to 2000-01, stood at

Rs. 263.84 crore as on March 31, 2010.

With the formation of IDBI in 1964, the shares of IFCI, originally subscribed by the Government of India

and Reserve Bank of India, were transferred to IDBI and the stake of IDBI was increased to 50%

subsequently through additional acquisition. However, with initial public issue, the shareholding pattern

became diversified with the general public holding a substantial portion. The shareholding pattern, as on

March 31, 2011 is as under:

Shareholding Pattern (%age) March 31, 2011 March 31, 2010

Banks, Financial Institutions, Insurance

Companies, Mutual Funds & UTI

29.38 32.28

Bodies Corporate 10.70 12.80

Foreign Institutional Investors 22.04 13.02

Others – Public 37.88 40.88

Total 100.00 100.00


45

Restructuring of Liabilities

As a development financial institution, a major portion of the financial assistance of IFCI was being made

to Greenfield projects and to the projects in underdeveloped states. With the industrial liberalization and

globalization through economic reforms, many Indian industries became uncompetitive. The industrial

recession during the 1990s made many of the large projects financed by IFCI un-viable and non-

performing assets. This affected its profitability and liquidity, which necessitated restructuring of IFCI’s

liabilities for the first time in its five decade history. With the cooperation from all classes of investors,

the liabilities were successfully restructured. With this and the financial support of Rs. 2,932 crore from

the Government of India, the company turned around and started earning operational profit from the year

2004-05 and net profit from the year 2006-07 onwards.

Operational Performance

The following tables show the details of Sources and Application of Funds, Profit & Loss account and

the salient features of the financial results during the last four years:

Table I

SOURCES & APPLICATIO�S OF

FU�DS 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08

SOURCES OF FU�DS

Shareholders' Funds

- Share Capital 1001.68 1001.68 1108.28 1190.32

- Reserves and Surplus 4001.44 3608.12 2632.47 2134.55

Loan Funds (Unsecured)

- Rupee Loans 18737.72 13028.27 9039.98 9595.91

- Foreign Currency Loans 526.85 534.19 631.29 627.08

TOTAL 24267.69 18172.26 13412.02 13547.86

APPLICATIO� OF FU�DS

Fixed Assets

Gross Block 1513.61 1738.55 1102.04 1197.61

Less: Depreciation 313.57 307.38 285.19 274.97

Net Block 1200.04 1431.17 816.85 922.64

Capital work-in-progress (including

advances) 12.57

18.93 72.25 54.3

Investments 8005.56 5882.43 4038.76 2270.72

Deferred Tax Asset (Net) 1020.91 1387.44 1726.31 2037.72

Current Assets, Loans and Advances

Sundry Debtors 75.67 59.95 135.72 7.95

Cash and Bank Balances 527.86 38.53 483.59 3482.31

Other Current Assets 242.49 187.6 174.95 285.41

Loans to Assisted Concerns 14399.85 10171.81 7019.9 5395.14

Other Loans and Advances 430.00 411.35 414.23 450.30

15675.87 10869.24 8228.39 9621.11


46

Less: Current Liabilities and Provisions

Current Liabilities 1036.85 811.53 992.56 881.44

Provisions 610.41 605.42 477.98 477.19

1647.26 1416.95 1470.54 1358.63

Net Current Assets 14028.61 9452.29 6757.85 8262.48

TOTAL 24267.69 18172.26 13412.02 13547.86

Table II

PROFIT & LOSS ACCOU�T 2010-11 2009-10 2008-09 2007-08

I�COME

Income from Operations 2421.64 1657.05 1402.07 1,963.00

Other Income 64.73 22.28 82.45 148.42

TOTAL I�COME (A) 2486.37 1679.33 1484.52 2,111.42

EXPENDITURE

Cost of Borrowings 1318.97 891.18 790.05 820.67

Payments to and provisions for

employees

64.92 57.28 51.23 121.33

Establishment and Other Expenses 76.27 54.44 39.62 31.25

Depreciation (Net of transfer from

Revaluation Reserve)

10.28 8.98 7.52 6.87

TOTAL EXPE�DITURE (B) 1470.44 1011.88 888.42 980.12

PROFIT BEFORE PROVISIO�S/

WRITE OFF (A-B)

1015.93 667.45 596.1 1,131.30

Bad and Doubtful Loans & Advances

and other Assets

Write-off 513.81 284.66 204.26 400.07

Provision 0 75.59 (1,353.36)

Provision u/s 36(1)(viia)(c) 21 15 0

Provision Reversal -685.13 -747.47 -693.98 2,084.59

Amount receivable from Govt. of India

written off

- - - (416.00)

PROFIT BEFORE TAX 1166.25 1115.26 1010.23 1,668.59

Provision for Taxation

- Income Tax 93.47 105.45 111.62 148.22

- MAT Credit Entitlement 0 -74.72 (145.70)

- Deferred Tax Charge (Net) 366.53 338.87 311.41 644.70

- Fringe Benefit Tax 0 4.77 0.80

PROFIT AFTER TAX 706.25 670.94 657.15 1,020.57

Surplus brought forward from Previous

Year

607.79 312.11 12.36 -836.20

Profit available for appropriation 1314.04 983.05 669.51 184.37


47

APPROPRIATIO�S:

Reserve u/s 45IC of RBI Act 141.25 134.19 133.9 36.87

Capital Redemption Reserve 0 82.03 82.03 21.36

General Reserve 0 65 65

Special Reserve u/s 36(1)(viii) 10 10 0 -

Staff Welfare Fund 0.27 - - -

Corporate Social Responsibility Fund 10.00 - - -

Proposed Dividend

- Equity 73.78 71.81 60.99

- Preference 0.26 0.26 4.37 97.25

Tax on Distributed Profits

- Equity 12.25 11.92 10.37 -

- Preference 0.05 0.05 0.74 16.53

Balance carried over to Balance Sheet 1066.18 607.79 312.11 12.36

Total 1314.04 983.05 669.51 184.37

Basic Earnings per share of Rs.10.00

each (Rs.)

9.57 9.08 8.55 15.22

Diluted Earnings per share of Rs.10.00

each (Rs.)

8.30 5.68 4.58 9.07

The salient features of operational performance of IFCI during the last five years till 2010-11 are stated

below:

(Amounts in Rs. in crore)

Performance indicators

(for year ended/ as on)

31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 31-Mar-07

Operational Income 2421 1,657 1,402 1,963 1,990

Other Income 65 22 83 149 57

Total Income 2486 1,679 1,485 2,112 2,047

Profit After Tax 706 671 657 1,021 898

Shareholders’ Funds 4025 3,415 3,174 2,675 446

Loan Funds 19265 13,562 9,674 10,223 12,924

Debt Equity Ratio (times) 5.10 4.30 2.72 3.19 13.06

Capital Adequacy Ratio

(%)

16.40 17.88 19.76 17.40 14.04

Net NPA to Net Advances

(%)

0.97 0.50 0.00 0.00 0.00

*excluding revaluation reserve and including Preference capital.


48

Contingent Liabilities not provided for:

The following were the contingent liabilities which were not provided for in the books as on

March 31, 2011:

(Rs. in crore)

S.No.

Contingent Liabilities As on

31/03/2011

As on

31/03/2010

(i) Guarantees issued in Indian Currency 26.96 50.00

(ii) Bank Guarantees (2.87+4.00+2.00) 8.87 6.87

(iii) Performance Guarantees issued 0.60 0.67

(iv) Claims not acknowledged as debts 92.35 50.14

(v) Estimated amount of contract (including lease contract)

remaining to be executed on capital account (net of

advances)

3.78 4.36

(vi) Tax Matters –

Income Tax

Service tax

In view of judicial pronouncements and legal opinions in

respect of issues under appeal, no provision is considered

necessary.

27.07

4.54

314.64

3.08

DETAILS OF OTHER BORROWI�GS (DETAILS DEBT SECURITIES ISSUED I� THE PAST,

PARTICULARS OF DEBT SECURITIES ISSUED FOR CO�SIDERATIO� OTHER THA�

CASH OR AT A PREMIUM OR DISCOU�T OR I� PURSUA�CE OF A� OPTIO�, HIGHEST

TE� HOLDERS OF EACH CLASS OR KI�D OF SECURITIES, DEBT EQUITY RATIO)

1. Details of borrowings (as on March 31, 2011)

(Rs. cr)

Particulars As on March 31,2011 As on March 2010

Optionally Convertible Debentures 400.00 400.00

Non-Convertible Debentures 818.19 818.19

Bonds 8642.10 7045.88

Term Loans 8748.99 4614.98

Others 128.44 148.94

Foreign Currency Borrowings 526.85 534.19

Total 19264.57 13562.18

2. Highest ten holders of securities:

a) Equity Shareholders (as on March 31, 2011)

Sr No Name of the Shareholder �o. of shares %

1 Life Insurance Corporation of India 6,19,44,644 8.40

2 General Insurance Corporation of India 1,60,02,700 2.17

3 The Royal Bank of Scotland N.V. (London

Branch)

1,35,88,000 1.84

4 Canara Bank 1,24,56,188 1.69

5 Oppenheimer International Small Company Fund 1,13,26,259 1.54

6 Central Bank of India 1,11,49,526 1.51

7 Citigroup Global Markets Mauritius Pvt. Ltd. 1,05,54,409 1.43


49

8 The Oriental Insurance Company Ltd. 1,02,45,438 1.39

9 Credit Suisse (Singapore) Ltd. 1,01,01,471 1.37

10 R S Investment Trust A/C RS Emerging Markets 88,51,783 1.20

TOTAL 16,62,20,418 22.54

b) Preference Shareholders (as on March 31, 2011)

Sr No Name of the Shareholder Amount (Rs) %

1 State Bank of India 80,00,00,000 30.38

2 Punjab National Bank 77,00,00,000 29.24

3 Oriental Bank of Commerce 30,66,12,000 11.64

4 Canara Bank 28,26,46,000 10.73

5 Union Bank of India 14,13,22,000 5.37

6 Andhra Bank 900,,00,000 3.42

7 Bank of Baroda 5,00,00,000 1.90

8 State Bank of Hyderabad 5,00,00,000 1.90

9 Dena Bank 4,13,22,000 1.57

10 The Oriental Insurance Co Ltd 3,00,00,000 1.14

TOTAL 256,19,02,000 97.29

c) Bonds (as on March 31, 2011)

Sr �o �ame of the Bondholder Amount (Rs

Crores)

%age

1 Life Insurance Corporation of India 843.38 9.76

2 Central Board of Trustees – EPFO 756.85 8.76

3 State Bank of India 695.15 8.04

4 Punjab National Bank 339.72 3.93

5 UCO Bank 258.76 2.99

6 Bank of Baroda 239.38 2.77

7 Canara Bank 213.28 2.47

8 Central Bank of India 150.98 1.75

9 Oriental Bank of Commerce 146.64 1.70

10 Food Corporation of India EPF 125.75 1.46

TOTAL 3770.04 43.63

d) Debentures (as on March 31, 2011)

Sl �o �ame of the Debenture holder Amount (Rs cr) %age

1 Government of India 400.00 32.84

2 Life Insurance Corporation of India 618.19 50.75


TOTAL 1218.19 100.00

(There were three debenture holders as on March 31, 2011)

e) Term Loans as on March 31, 2011

Sl �o �ame of lender Amount %age

1 Canara Bank 1775.00 21.73

2 Central Bank of India 1600.00 19.58

3 Syndicate Bank 1400.00 17.14


50


5 Oriental Bank of Commerce 600.00 7.35

6 UCO Bank 500.00 6.12

7 Punjab & Sind Bank 250.00 3.06

8 State Bank of Hyderabad 200.00 2.45

9 The Federal Bank Ltd 200.00 2.45

10 Dena Bank 166.67 2.04

Total 7691.67 94.16

f) DEBT EQUITY RATIO

As on Debt Equity Ratio (times)

March 31, 2009 2.72

March 31, 2010 3.97

March 31, 2011 (before considering the present Issue) 5.12

March 31, 2011 (after considering present Issue of Rs.150 cr) 5.16

4. PARTICULARS OF DEBT SECURITIES ISSUED (I) FOR CO�SIDERATIO� OTHER

THA� CASH, WHETHER I� WHOLE OR PART, (II) AT A PREMIUM OR DISCOU�T,

OR (III) I� PURSUA�CE OF A� OPTIO�

The Company confirms that other than and to the extent mentioned elsewhere in this Information

Memorandum, it has not issued any debt securities or agreed to issue any debt securities for consideration

other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since

inception.

SERVICI�G BEHAVIOR O� EXISTI�G DEBT SECURITIES A�D OTHER BORROWI�GS

The payment of interest and repayment of principal is being done in a timely manner on the respective

due dates.

U�DERTAKI�G REGARDI�G COMMO� FORM OF TRA�SFER

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 respect thereof. The normal procedure followed for transfer of securities held in

dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller

should give delivery instructions containing details of the buyer’s DP account to his depository

participant.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the

absence of the same, interest will be paid/ redemption will be made to the 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 the Company.

The Company undertakes that it shall use a common form/ procedure for transfer of Bonds issued under

terms of this Information Memorandum.


51

MATERIAL EVE�T, DEVELOPME�T OR CHA�GE AT THE TIME OF ISSUE

The Company hereby declares that there has been no material event, development or change at the time of

issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt

securities of the Company.

MATERIAL CO�TRACTS, AGREEME�TS I�VOLVI�G FI�A�CIAL OBLIGATIO�S OF

THE ISSUER

Copies of the documents, referred to below, shall be available for inspection at the Registered &

Corporate Office of IFCI between 10:00 a.m. to 12:00noon on any working day until the issue closing

date:

a) The Industrial Finance Corporation (Transfer of Undertaking and Repeal) Act, 1993.

b) Memorandum and Articles of Association of the Company.

c) Certificate of incorporation dated May 21, 1993.

d) Fresh Certificate of incorporation dated October 27, 1999, upon change of name.

e) Certified copy of the resolution of the shareholders passed at the Annual General Meeting held on

September 30, 1998, authorizing the Board of Directors of the Company of borrowing powers under

section 293(1)(d) of the Companies Act, 1956.

f) Annual reports of the Company for the financial years 2005-06, 2006-07, 2007-08, 2008-09 and

2009-2010.

g) Copy of letter appointing M/s Link Intime India Pvt. Ltd. as Registrar and Transfer Agents.

h) Copy of letter appointing Axis Trustee Services Ltd. as Trustees to the Bondholders.

i) Board Resolution dated April 18, 2011 authorizing the issue of Bonds offered under terms of this

Information Memorandum.

j) Consent from the Trustees to the Bondholders and Registrars to the Issue referred to in this

Information Memorandum to act in their respective capacities.

k) Copy of application made to BSE for grant of in-principle approval for listing of Bonds.

l) Letter from ICRA, Brickwork Ratings and CARE Ratings, conveying the credit rating for the Bonds

of the Company.

m) Tripartite Agreement between the Company, NSDL and Link Intime India Pvt. Ltd. for issue of

Bonds in dematerialised form.

n) Tripartite Agreement between the Company, CDSL and Link Intime India Pvt. Ltd for issue of Bonds

in dematerialised form.

DECLARATIO�

It is hereby declared that this Information Memorandum contains full disclosures in accordance with

Securities and Exchange 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.

The Company also confirms that this Information Memorandum does not omit disclosure of any material

fact which may make the statements made therein, in light of the circumstances under which they are

made, misleading. The Information Memorandum also does not contain any false or misleading

statement.


52

The Company accepts no responsibility for the statement made otherwise than in the Information

Memorandum or in any other material issued by or at the instance of the Company and that anyone

placing reliance on any other source of information would be doing so at his own risk.

Signed in pursuance of internal authority granted.

Place: New Delhi

Date: May 30, 2011


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60

COLLECTI�G BA�K BRA�CHES

HDFC BANK

Agra: First Floor, Pariney Garden, Bhagfarjana, Civil Lines, 0562-4010382; Ahmedabad: Astral Tower, Near

Mithakhali Six Road, Navrnagpura, 079-32423470 / Mani Nagar Branch, Nakshatra Building, Nr. Sales India,

Maninagar Char Rasta, Maninagar, 079–66623333; Ahmednagar: Ambar Plaza, "A" Wing, Second Floor, Station

Road, 0241-2451963; Ajmer: Near Suchna Kendra, Adj. to Swami Complex, 0145-5100123; Akola: Sethi Heights,

1st Floor, Opp. Zilla Parishad, 0724-2420726; Aligarh: 3-316 Bhalla Complex Ramghat Road, 0571-2741973;

Allahabad: 58, S.P Marg Civil Lines, 9335070679; Alwar: Bhagat Singh Circle, Opp. UIT, 0144-5100880;

Ambala: 6352/11, Nicholson Road, First Floor, 9315802678; Amravati: C/o Rasik Plaza, Morshi Road, Jaystambh

Chowk, 9372499428; Amreli: Street # 2, Manekpara Main Road, 09328126897; Amritsar: 26 Kennedy Avenue,

First Floor, 0183-3018603; Anand: HDFC Bank Ltd., 1st Floor, Sanket Complex, Next to Sales India, Grid Cross

Road, 09327568094; Ankleshwar: Commercial Plot 73/P, GIDC Estate, S.A. Motors Building, Old Ankleshwar

Highway, 02646-650826; Asansol: P.C Chatterjee Market, Rambandhu Talaw, 0341-2315179; Aurangabad:

Divekar Plaza, CTS No.18272, IInd Floor, Railway Station Road, Padampura, 0240-6604355; Bagalkot: Opp.

Railway Station, Ward No.10, 9343340658; Balasore: F.M. Circle, Balasore Branch, 06782-263335; Bangalore:

Cash Management Services "SALCO CENTRE", # 8/24, Richmond Road, 080-66633131; Bardoli: Shree Ambika

Niketan, Station Road, Sardar Baug, 09327568085; Bareilly: WBO, 1st Floor, 154 Krishna Place, Civil Lines,

0581-3299631; Baroda: 1st Floor, Fortune Tower, Vadodara Stock Exchange Building, Opp. Parsi Agiyari,

Sayajigunj, 93247468108; Batala: SCF 173-174 Jalandhar Road, 01871-500042; Begusarai: Kachhari Chowk,

Today Market, 9334391765; Belgaum: No.4830/2A Opp. District Hospital, Dr. Ambedkar Road, 0831-2404415;

Bhagalpur: Triveni Apartment, Dr. R.P Road, 9334391764; Bharuch: 127, Alfa Society, Link Road, 9327468094;

Bhatinda: 83/1 Liberty Chowk, Civil Lines, 9316982824; Bhavnagar: 1st Floor, Sterling Point, Waghawadi Road,

0278-2561625; Bhilai: Chauhan Estate, G.E. Road, Supela, 09301174457; Bhilwara: Shop No. 1-2-3-4, "A" Block,

First Floor, SK Plaza, Pur Road, 01482-512686; Bhiwadi: Riico Chowk Bhiwadi, 01493-510646; Bhiwani: S-

175D/1, Jalan Nagar, Meham Chowk, 01664-324542; Bhopal: Asha Avenue, 1st Floor, Z-1, Zone-1 M.P Nagar,

0755-4002914; Bhubaneswar: C111, Business Park, 1st Floor, Sahid Nagar, 0674-2543486; Bhuj: 101/102 Sunrise

Tower, Vijay Nagar, Hospital Road, 9327568107; Bhusaval: Mansingh Complex. C.T.S. No. 3294 (H.No. 4/285)

Jamner Road, Opp. CSM Complex, 9323563602; Bikaner: Roshan Plaza, Rani Bazar, 0151-5130042; Bilaspur: A-

99 Link Road, Near Agresen Chowk, 9302299907; Bokaro: B-9, City Centre, Sector-4, Bokaro Steel City, 06542-

232787; Burdwan: 45 GT Road/Burdwan, 0342-2566355; Calicut: IIIrd Floor, Simax Towers, Kannur Road,

Nadakkave, 0495-4433154; Chandigarh: SCO-189-190 Sector 17-C, 0172-4603770; Chenganassery: Golden

Towers, M.C Road, 0481-2425002; Chengannur: Bin Tower, Govt. Hospital Junction, M.C Road, 0479-2456215;

Chennai: No.115, Dr. Radhakrishnan Salai, 2nd Floor, Opp. to CSI Kalyani Hospital, Mylapore, 9381750927;

Cochin: First Floor, Palarivattom 25, 0484-4456607; Coimbatore: WBO, 1552, B7, First Floor, Classic Towers,

Trichy Road, 0422-4202636; Cuddapah: HDFC Bank Ltd, RRR Towers, Dwaraka Nagar, R.S Road, Nagarajupalli,

08562-645003; Cuttack: HDFC Bank Ltd, Holding No.32, 32/A Bajrakabati Road, 0671-2332744; Dahanu: Matru

Ashish, Irani Road. 02528 -225603; Daman: ACE Shopping Mall, Dilip Nagar, Teen Batti, 06432-292539;

Darbhanga: Natraj Bhawan, Ist Floor, Katki Bazar, Tower Chawk, 06272-295030; Davangere: #651 B.H.M

Enclave, H.M Road, Mandipet, 08192-232781; Dehradun : WBO Deptt, HDFC Bank, 56, Rajpur Road, 0135-

3245791; Delhi: Fig-Ops 1st Floor, Kailash Bldg, C.P, 011-43174071; Deoghar: Assam Acess Road, Near Tower

Chowk, 06432-292539; Dhanbad: Sri Ram Plaza, 1st Floor, Bank More Dhanbad, 0326-2308831; Dharamshala:

363/3, Centre Point, Civil Line, 01892-229569; Dhule: Wholesale Banking Operations (CMS), Lane No.6 ,

Mundada Arcade, Parola Road, 02562-235672; Durgapur: Balai Commercial Complex, 3rd Floor, Benachity,

Nachan Road, 0343-2588501; Erode: No.680, Lotus Enclave, Brough Road, 0424-2261287; Fazilka: M.C No. 594,

Gaushala Road, 01638-502759; Ferozepur: Building No.30/7, Udham Singh Chowk, 9316280934; Gandhidham:

Plot No.1, Sector-8, Rabindranath Tagore Road, 02836-653251; Gaya: K.P Road Near Ghanta Ghar, 0631-2222968;


61

Gondal: HDFC Bank Ltd., Wholesale Banking Operations, 1st Floor, Aadinath Complex, College Chowk, 91-2825-

645161; Gorakhpur: Wholesale Banking Operations, Shreenath Complex, 10 Park Road, Civil Lines, 0551-

2205685; Gurdaspur: HDFC Bank Ltd, SCF-1 Improvement Trust Bldg, Hanuman Chowk, 01874-242335;

Guwahati: 1st Floor, Mishra Complex, Jail Road, Fancy Bazar, 0361-2734323; Gwalior: J.K Plaza, Gast Ka Tazia,

Lashkar, 07514015007; Hajipur: Vimel Complex, Dak Banglow Road, 06224-260264; Haldwani: 8/6 Bhotia

Paraw, Nainital Road, 05946-282801; Hamirpur: NH-88, New Road, 01972-320496; Hazaribagh: HDFC Bank,

Annanda Chowk, 06546-292434; Himmatnagar: G.F Shop No.5-8 & First Floor 4–9, Kumar House, Durga Oil

Mill Compound, 02772-571156; Hissar: 3 & 4 M.C Area Red Square Market Railway Road, 01662-241023;

Hoshiarpur: WBO, Ist Floor, Opp. Maharaja Hotel, Sutheri Road, 01882-502956; Hosur: No.24 & 25, Maruthi

Nagar, SIPCOT PO, Near Dharga, 04344-400554; Hubli: Shriram Plaza Dervice Branch Club Road, 0836-2217084;

Hyderabad: WBO 1-10-60/3, III Floor, Suryodaya, Begumpet, 040-30472772; Ichalkaranji: House No 7-55(Old

No.9-148) Main Road, Janta Chowk, 0230-2422613; Indore: 1st Floor, Brilliant Avenue, Sch No. 94, Sector -B,

Behind Bombay Hospital, Ring Road, 0731-3912851; Jabalpur: 1st Floor, Kumbhare Mension, 636, Vijay Nagar ,

MR- 4, Main Road , SBI Chowk, 0761-4018773; Jagadhri: Plot No.1, Rajesh Nagar Colony, Ambala Road,

01732-247006; Jagraon: Opp SSP Office,Tehsel Road, 01624-541771; Jaipur: 2nd Floor, O-10,Ashok Marg,C-

Scheme, 9314274796; Jalandhar: 1st Floor, 911, GT Road, Nr. Narinder Cinema, 0181-5017790; Jalgaon: 3rd

Floor, Sugan Heights, P.P No.324/2 , TPS II, Near Central Bus Stand Jalgaon, 0257-2237642; Jammu: CB-13, Rail

Head Commercial Complex, Gandhi Nagar, 0191 -2471427; Jamnagar: Abhishek, 3rd Floor, Saru Section Road,

Near Savan Apartment, 02886541963; Jamshedpur: HDFC Bank Ltd., 1st Floor, 105 SNP Area, Sakchi, 0657-

2442756; Jhansi: HDFC Bank Ltd., Damroo Cinema Complex , Civil Lines, 0510-2449330; Jind: HDFC Bank

Ltd., SCF-5 Rani Talab, 9315811091; Jodhpur: HDFC Bank Ltd., Ist Floor, 15, Keshav Comlex, Nimbera House,

Paota, Mandore Road, 0291-2541839; Junagadh: Ground Floor, Moti Palace, Opp. Rayji Nagar, Moti Baugh Road,

0285-2670067; Kadi: Radhaswami Complex, 02764-242027; Kaithal: 1450/51 Ambala Road, Pehowa Chowk,

01746000000; Kangra: Near Bus Stand, 01892 260350; Kannur: HDFC Bank, Ist Floor, KVR Tower, South

Bazar, 0497- 2705880; Kanpur: 15/46, 1st Floor, Civil Lines, 0512-3028933; Kapurthala: The Mall, Near M.G.N

Public School, 01822-233973; Karad: Besides Hotel Sangam, Kolhapur Naka, 02164-229679; Karnal: Basement,

SCO 778-779, Opp. Mahabeer Dal Hospital, 0184-2202789; Karur: 126/D/E Annai Plaza, Kovai Road, 04324-

233722; Khanna: HDFC Bank, Opp. Bus Stand, G.T Road, 01628-221684; Kolhapur: Gemstone, 517/A/2E Ward

New Shahupuri, Nr Central Bus Stand, 0231-2652791; Kolkata: Abhilasha-II, 6 Royd Street (2nd Floor),

22273761; Kollam: VGP Bulidings, Near Irumpupalam, 0474-3244221; Kota: 13-14, Main Jhalawar Road, 0744-

2390485; Kotkapura: B-X/740, Faridkot Road, 01635-502763; Kottayam: 3rd Floor Unity Buildings, KK Road,

0481-2302361; Kurukshetra: HDFC Bank Ltd, Shop No.1-5, Kalawati Market, Railway Road, 01744-244732;

Latur: HDFC Bank Ltd, IInd Floor, Shri Prabha Arcade, Vora Bunglow, Main Road, Near Nagar Parishad, 02382-

255116; Lucknow: Pranay Towers, 38, Darbari Lal Sharma Marg, 0522-3918326; Ludhiana: SCO-54, Phase -2,

Urban Estate Dugri, 0161-3040060; Madurai: Sri Nithyakalyani Towers, No.34 Krishnarayan Tank Street, North

Veli Street, 0452-4246609; Mandi Gobindgarh: Hukam Chand Building, Near Main Post Office, 01765-506033;

Mangalore: Ideal Towers 1st Floor, Opp. Sharavu Ganapathi Temple, G.T Road, 0824-6451392; Manjeri: HDFC

Bank Ltd, Kurikkal Plaza, Kacherippadi, 4833294040; Mathura: 169/2 Gaushala Road, Opp. BSA College,

9319059212; Meerut: HDFC Bank Ltd., 1st Floor, 381, Western Kutchery Road, 0121-4028363; Mehsana: Prabhu

Complex, Near Rajkamal Petrol Pump, Highway Road, 02762 243173; Moga: GT Road, Opp. D.C Office, Thaman

Singh Gill Market, 1636283003; Moradabad: HDFC Bank Ltd, First Floor, Chaddha Complex, GMD Road,

05913208473; Morvi: Om Shopping Complex, Ravapar Road, 02822-221316; Mumbai: Ground Floor, Maneckji

Wadia Building, Nanik Motwani Marg, Near Kala Ghoda, Opp. Mumbai University, Fort, 022-40801570;

Muzaffarnagar: First Floor, 53/4 Janshat Road, New Mandi, 9319065143; Muzaffarpur: HDFC Bank Ltd, Tilak

Maidan Road, 9334179610; Mysore: Mythri Arcade, Saraswathipuram,1st Main, 0821-4255304; �abha: SCF

14,15 Patiala Gate, 01765224924; �adiad: Shootout Building, College Road, 0268-6540114; �agpur: 2, "Mile

Stone" Block No.303 & 304, Near Lokmat Square, Wardha Road, 0712-2454417; �arnaul: Opp. S.P Residence,

Mahinder Garh Road, 01282253388; �asik: HDFC Bank Ltd, 3rd Floor, Archit Centre, Opp. Sandeep Hotel,


62

Chandak Circle, Link Road, Near Mahamarg Bus Stand, 0253-6620251; �avsari: Ground Floor, Nandani Complex,

Station Road, 02637-280901; �awanshahar: B-1/148, Banga Road, 01823503053; �ellore: 17/126, G.V.R.

Enclave, G.T. Road, 0861-6450852; Palakkad: VIII/246, 1st Floor, Chandranagar Jn., 0491-6452086; Palanpur:

Nr. Cozy Tower, Opp. Joravar Palace, 2742651638; Panipat: 801/4, Opp. Railway Road, G.T Road, 01804015268;

Panjim: 301, Milroc Lar Menezes, Swami Vivekanand Road, 6659744; Pathanamthitha: Aban Arcade, Ring

Road, 0468-2272335; Patiala: Building No.11520, 1st Floor Leela bhawan, Near Gopal Sweets, 0175-5022000;

Patna: Plot No.651, Jamal Road, 9334384682; Perinthalmana: Wholesale Banking, HDFC Bank Ltd., Sree

Complex, Calicut Road, 04933325306; Phagwara: Kalra Complex, G.T Road, 01824-508675; Pondicherry:

T.S.No.6, 100 Ft Road, Ellaipillaichavady, 0413–2206575; Porbandar: Om Shiv Shakti R.D. Chambers, M.G.

Road, 0286 6541019; Pune: Fortune Square, 3rd Floor, Deep Bungalow Chowk, Model Colony, Shivajinagar, 020-

41224309; Raipur: HDFC Bank Ltd, Chawla Towers, Near Bottle House, Shankar Nagar, 0771-4003110;

Rajahmundry: 46-17-20, 1st Floor, Danavaipet, 0883-2428691; Rajapalayam: 251E Kadabankulam Main,

Rajapalayam Thenkasi Road, 04563-230009; Rajkot: Shivalik-V, 3rd Floor, Gondal Road, 0281-6536982;

Rajpura: # 11-12B, Clibre Market, 01762243114; Ramganj Mandi: Bazaar No.1, Opp. SBBJ Bank, 9875091240;

Ramhgarh: N.H-33 Main Road, Near Bank of Baroda, Ramgarh Cantt, 06553-230476; Ranchi: 56, Rohini

Complex Circular Road Lalpur, 6512560522; Raniganj: A/29, N.S.B Road, Opposite Asoka Petrol Pump,

9330038274; Ratlam: HDFC Bank (WBO) 90, Station Road, 07412-400672; Ratnagiri: Show Room No.3,

Mangesh Shanta, Apartment, Near Maruti Mandir, Ratnagiri-Kolhapur Highway, 02352-271275; Rewari: L203, 1st

Floor, Modal Town, Old Court Road, 01274-221283; Rishikesh: MC No.53 MJ Mall Railway Road, 0135-

3209449; Rohtak: Jawahar Market, Opp. D-Park, Model Town, 01262-326841; Roorkee: 313/8, Civil Lines,

01332-275772; Ropar: HDFC Bank Ltd, Raj Hotel Complex, College Road, 01881-228870; Rourkela: Dewadi

Bhavan, 661250066; Rudrapur: Plot No.1&2, Nanital Road, Plot No.1&2, Nanital Road, 05944-241747;

Saharanpur: HDFC Bank Ltd, Court Road, 0132-3203365; Salem: HDFC Bank Ltd, 5/241-F Rathan Arcade, Five

Roads, Meyyanur, 0427-2331604; Sambalpur: HDFC Bank Ltd., Nayapara Golebazar, 06632400756; Sangamner:

1 Janak Plaza, New Nagar Road, 224354; Sangli: 640, Venkatesh Senate, Sangli Miraj Road, 0233-2327836;

Sangrur: SCO-1,2,3 Kaula Park, 01672-501803; Shillong: Anders Mansion, Police Bazar, 3642506043; Shimla: 3,

Jankidas Bldg, 0177-2658541; Shimoga: HDFC Bank Ltd, W.B.O, No.447, Sharavathi Complex, Savarlane Road,

08182-261359; Siliguri: 136/115 Hill Cart Road, 0353-2520409; Silvassa: 1-16, Jaypee House, Opp. Patel Petrol

Pump, 0260-6547172; Sindhanur: No.6-1-2992/1,Ward No.12, Kushtagi Road, 08535-220611; Solan: The Mall

Road, Opp. UCO Bank, 9318618249; Solapur: HDFC Bank Ltd., 8516/11 Murarji Peth, Sun Plaza Bldg, Lucky

Chowk, 0217-2320877; Srinagar: First Floor, M.S Shopping Mall, Residency Road, 0191-2483843; Surat: 1st

Floor, Crossway Mall, Near Ram Chowk, Ghod Dod Road, 0261-6677807; Surendranagar: Middle Point, A Wing,

Near Milan Cinema, Main Road, 02752-650105; Thalassery: Sahara Centre, AVK Nair Road, 0490 2325104;

Theni: HDFC Bank, WBO –Theni, #422-A, Periyakulam Road, 04546-321300; Thiruvalla: Illampallil Buildings,

26/149, 1&2, MC Road, Ramanchira, 0469-2741378; Tirunelveli: HDFC Bank Ltd, 12,13, Trivandrum High Road,

Vannarpettai, Palayamkottai, 0462-4200675; Tirupati: HDFC Bank Ltd, 19-8-180, Krishna Arcade, Beside IBP

Petrol Pump, Near Annamaiah Circle, 8772220374; Tirupur: HDFC Bank Ltd, No-169, Chidambaram Complex,

Kumaran Road, 0421-4342422; Tirur: KMS Tower, Thazhepalam, 0494-6451045; Trichur: Third Floor, Suharsha

Towers,Shornur Road, 09387069206; Trichy: No.11 PLA Kanagu Towers, 11th Cross, Main Road, Thillainagar,

0431-2742204; Trivendrum: BOB Plaza , Second Floor, T.C 12/149 (3), Pattom, 0471-3083430; Udaipur: Uday

2nd Floor, 3 Durga Nursery, 0294-5103355; Udupi: Panduranga Tower/Diana Circle, Court Road, 0820-4294936;

Unjha: 1st Floor, Suvidhi Complex, Station Road, 02762-240624; Valsad: 1st Floor, Ekta Apt, Tithal Road, 02632

652201; Vapi: 1st Floor, Kanta Trade Center, GIDC Char Rasta, 0260-6548104; Varanasi: D-58/9A-1K, Kush

Complex, Sigra Varanasi, 05422221271; Vellore: 73 Officers Line, 0416-2210338; Veraval: HDFC Bank Ltd.

"Amrut Deep", Rajmahal Road, Opp. Public Garden, 02876-650219; Vijayawada: 40-1-48/2, 2nd Floor, Valluri

Complex, M.G Road, 0866-6647400; Vishakapatnam: HDFC Bank, First Floor, Potluri Castle, # 48-14-9,

Dwarakanagar, 0891-6671123; Warangal: 1-8-605/1, Nakkalagutta, Hanamkonda, 0870-6454021.

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