107 Extra
107 Extra
107 Extra
Investor Categories:
Category I (Qualified Institutional Buyers) ("QIBs")
Sub Category Code
Public financial institutions as defined in Section 2 (72) of the Companies Act,
11
2013 as amended
Scheduled Commercial Banks
12
Indian alternative investment funds and venture capital funds registered with SEBI
13
Indian Mutual funds registered with SEBI
14
Statutory corporations including State Industrial Development Corporations
15
Insurance companies registered with the Insurance Regulatory and Development Authority
16
Provident funds with a minimum corpus of Rs. 25 crore; Pension funds with a
17
minimum corpus of Rs. 25crore, superannuation funds and gratuity funds
The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated
18
November 23, 2005 of the GoI, published in the Gazette of India
Insurance funds set up and managed by the army, navy, or air force of the Union
19
of India; Insurance funds set up and managed by the Department of Posts, India
Category II (Corporates)
Sub Category Code
Companies within the meaning of Section 2(20) of the Companies Act, 2013.
21
Limited Liability Partnerships registered under the provisions of the LLP Act
22
Trusts settled under the Indian Trusts Act, 1882, public/privatecharitable/religious
23
trusts settled and/or registered in India under applicable laws
Partnership firms formed under applicable laws of India, in the name of partner
24
Cooperative banks, regional rural banks incorporated in India
25
Societies registered under the applicable law in India
26
Resident Indian scientific and/or industrial research organizations
27
Educational institutions and associations of persons and/or bodies established
28
pursuant to or registered under any central or state statutory enactment
Category III (High Networth Individuals) ("HNIs")
Sub Category Code
Resident Individual Investors, who apply for NCDs aggregating to a value
31
more than Rs. 2 lakhs, across all Series of NCDs in this Tranche-II Issue
Hindu Undivided Families applying through the Karta, who apply for NCDs aggregating
32
to a value more than Rs. 2 lakhs, across all Series of NCDs in this Tranche-II Issue
Category IV (Retail Individual Investors) ("RIIs")
Sub Category Code
Resident Individual Investors, who apply for NCDs aggregating upto and
41
including Rs. 2 lakhs, across all Series of NCDs in this Tranche-II Issue
Hindu Undivided Families through the Karta, who apply for NCDs aggregating
42
upto and including Rs. 2 lakhs, across all Series of NCDs in this Tranche-II Issue
Issue Structure
Options/ Series
I*
II**
III
IV**
Issue Price (` / NCD)
` 1,000/Frequency of Interest Payment
Annual
Not Applicable
Annual
Not Applicable
Tenor from Deemed Date of Allotment
5 Years
5 Years
10 Years
10 Years
Coupon Rate (% per annum) for all Category of Investor(s) (A)
9.35%
Not Applicable
9.40%
Not Applicable
Additional incentive over Coupon Rate (% per annum) on any Record
0.10%
Not Applicable
0.10%
Not Applicable
Date applicable only to Category III and Category IV Investor(s) (B)
Aggregate of the Coupon Rate and the Additional incentive (as per B above)
9.45%
Not Applicable
9.50%
Not Applicable
applicable only to Category III and Category IV Investor(s) {(A) + (B) })
Effective Yield (per annum) for Category I and Category II
Investor(s)
9.35%
9.35%
9.40%
9.40%
Effective Yield (per annum) for Category III and Category IV investors
9.45%
9.45%
9.50%
9.50%
Frequency of Interest Payment
Annual
Not Applicable
Annual
Not Applicable
Coupon/ Interest Type
Fixed
Not Applicable
Fixed
Not Applicable
Coupon Payment Date/ Interest Payment Date
The date, which is the day falling one year
Not Applicable
The date, which is the day falling one year
Not Applicable
from the Deemed Date of Allotment, in case
from the Deemed Date of Allotment, in case
of the first coupon/ interest payment and the
of the first coupon/ interest payment and the
same day every year, until the Redemption
same day every year, until the Redemption
Date for subsequent coupon/ interest payment
Date for subsequent coupon/ interest payment
Coupon Reset Process
Not Applicable
Maturity Amount/ Redemption Amount (` / NCD) on Maturity for
1,000
1,563.87
1,000
2,457.50
Category I and Category II
Investor(s)**
Maturity Amount/ Redemption Amount (` / NCD) on Maturity for
1,000
1,571.04
1,000
2,480.08
Category III and Category IV Investor(s) **
Nature of Indebtedness and Ranking/ Seniority
The claims of the Debenture holders shall be superior to the claims of any unsecured creditors of the Company and subject to
applicable statutory and/or regulatory requirements, rank paripassu inter se to the claims of other secured creditors of the Company
having the same security
Redemption Date/ Maturity
Date (from Deemed Date of Allotment)
5 Years
5 Years
10 Years
10 Years
The Investors of Category I, Category II, Category III and Category IV can subscribe to all Series of NCDs. *Our Company shall allocate and allot Series I NCDs to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series
of NCDs in their Application Form or have applied for wrong Series of NCDs. ** Subject to applicable tax deducted at source, if any.
N o t e : (a). Escrow Collection Banks for the Issue are IDBI Bank Limited, ICICI Bank Limited, Axis Bank Limited, IndusInd Bank Limited and HDFC Bank Limited. (b). Basis of Allotment : For details,
please refer to page no. 19 of the Abridged Prospectus. (c). Applicants to ensure that they are competent to contract under the Indian Contract Act, 1872 including minors applying through guardians. (d).
The details of the collection centres of the Escrow Collection Banks shall be available on the website of BSE at www.bseindia.com and of NSE at www.nseindia.com. (e). For technical rejections please
refer to point 40 on page 15 of this Abridged Prospectus.(f). For further details please refer to the Shelf Prospectus and Prospectus Tranche- II.
TEAR HERE
In case of queries related to allotment/ credit of Allotted NCD/Refund, the Applicants
COMPANY CONTACT DETAILS
REGISTRAR CONTACT DETAILS
should contact Registrar to the Issue.
In case of ASBA Application submitted to the SCSBs, the Applicants should contact the
relevant SCSB.
In case of queries related to upload of ASBA Applications submitted to the Lead
Managers/Consortium/Sub-Consortium Members/Brokers/Sub- Brokers/Trading Members
Applicants should contact the relevant Lead Managers/Consortium/Sub-Consortium
Members/Brokers/Sub-Brokers/Trading Members.
The grievance arising out of Applications for NCDs made through Trading Members may
be addressed directly to BSE and NSE.
IFCI LIMITED
IFCI LIMITED
IFCI LIMITED
PROMOTER OF THE COMPANY: PRESIDENT OF INDIA, THROUGH THE MINISTRY OF FINANCE, GOVERNMENT OF INDIA
PUBLIC ISSUE BY IFCI LIMITED (COMPANY OR ISSUER OR IFCI) OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE
VALUE OF ` 1,000 EACH (NCDs) FOR AN AMOUNT OF ` 250.00 CRORE (BASE ISSUE SIZE) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION
UPTO THE RESIDUAL SHELF LIMIT (i.e. ` 790.813 CRORE) (TRANCHE- II ISSUE) AND IS BEING OFFERED BY WAY OF THE PROSPECTUS
TRANCHE- II CONTAINING, INTERLIA, THE TERMS AND CONDITIONS OF THE TRANCHE- II ISSUE (THE PROSPECTUS TRANCHE- II), WHICH
SHOULD BE READ TOGETHER WITH SHELF PROSPECTUS. THE SHELF PROSPECTUS TOGETHER WITH THE PROSPECTUS TRANCHE- II
CONSTITUTES THE PROSPECTUS.
The Tranche- II Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities), 2008, as amended (the
SEBI Debt Regulations).
GENERAL RISKS
Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to the Tranche- II Issue. For taking an investment decision, investors
must rely on their own examination of the Issuer and the Tranche- II Issue, including the risks involved. Specific attention is invited to Risk Factors on page 9 of the Shelf
Prospectus and Recent Material Developments on page 68 of the Prospectus Tranche-II before making an investment in the Tranche- II Issue. This document has not
been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), any
registrar of companies or any stock exchange in India.
COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT AND ELIGIBLE INVESTORS
For details relating to eligible investors, coupon rate, coupon payment frequency, maturity date and maturity amount of the NCDs, please refer to the section titled as Issue
Related Information on page 29 of the Prospectus Tranche- II.
ISSUERS ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus contains all information with regard to the Issuer and the TrancheII Issue, which is material in the context of the Tranche- II Issue and that the information contained in the Prospectus is true and correct in all material respects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes
the Prospectus as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING
Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/RL/2014-15/0211 dated September 26, 2014, assigned a credit rating of BWR AA- (Outlook:
Stable) to the NCDs. Instruments with this rating are considered to have the high degree of safety regarding timely servicing of financial obligations. Such instruments carry
very low credit risk. Brickwork Ratings India Private Limited has vide its letter no. BWR/BNG/RL/2014-15/0286 dated December 22, 2014 revalidated its credit rating. ICRA
Limited has, vide its letter no. D/RAT/2014-15/1-57/6 dated September 26, 2014, assigned a credit rating of [ICRA]A (Stable) to the NCDs. Instruments with this rating
are considered to have the adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk. ICRA Limited has vide its
letter no. D/RAT/2014-15/1-57/11 dated December 22, 2014 revalidated its credit rating. These ratings are not a recommendation to buy, sell or hold securities, and investors
should take their own decision. These ratings are subject to revision or withdrawal at any time by the assigning rating agency(ies) and should be evaluated independently of
any other ratings. For the revalidation letters each dated December 22, 2014, see Annexure B: Credit Rating (Revalidation Letters) of the Prospectus Tranche- II. For the
rationale for these ratings, see Annexure B Credit Rating of the Shelf Prospectus.
PUBLIC COMMENTS
The Draft Shelf Prospectus dated September 29, 2014 was filed with BSE Limited (BSE), the Designated Stock Exchange pursuant to the regulation 6A, 6(1) and 6(2) of
the SEBI Debt Regulations and was open for public comments for a period of 7 Working Days i.e. until 5.00 p.m from the date of filing of the Draft Shelf Prospectus (i.e.
September 30, 2014).
LISTING
The NCDs are proposed to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), which have given their respective in-principle listing
approval by letter No. DCS/RK/PI-BOND/18/14-15 dated October 10, 2014 and letter No. NSE/LIST/252627-K dated October 10, 2014 read with letter no. NSE/LIST/8117
dated December 22, 2014, respectively. The Designated Stock Exchange for the Issue is BSE. For more information, see Terms of the Issue Listing on page 44 of the
Prospectus Tranche- II.
ISSUE PROGRAMME*
ISSUE OPENS ON: JANUARY 1, 2015
ISSUE CLOSES ON: FEBRUARY 4, 2015
*The Tranche- II Issue shall remain open for subscription on Working Days from 10.00 a.m. to 5.00 p.m (Indian Standard Time) during the period indicated above with an option for early
closure or extension, as may be decided by the Board of Directors or the Board Committee subject to necessary approval. In the event of such early closure or extension of the subscription
list of the Tranche- II Issue, the Company shall ensure that public notice of such early closure/extension is published on or before such early date of closure or the Issue Closing Date, as
applicable, through advertisement(s) in atleast one leading national daily newspaper with wide circulation.
Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated September 23, 2014 given its consent for its appointment as Debenture Trustee
to the Issue and for its name to be included in the Prospectus and all subsequent periodical communications sent to the holders of the NCDs issued, pursuant to this Issue.
A copy of the Shelf Prospectus and the Prospectus Tranche- II has been filed with the Registrar of Companies, National Capital Territory of Delhi, in terms of Section 26 and Section 31 of
the Companies Act, 2013, along with the requisite endorsed/ certified copies of all documents. For more information, see Material Contracts and Documents for Inspection on page 75
of the Prospectus Tranche- II.
Please read the Risk Factors carefully. See section titled Risk Factors on page no. 40 of this Abridged Prospectus
IFCI LIMITED
DEBENTURE TRUSTEE
TRUSTEE
IFCI LIMITED
Page No.
7
Issue Procedure
18
26
Financial Information
28
Material Litigations
30
34
Risk Factors
40
41
Declaration
41
42
48
DISCLAIMER
Participation of any of the aforementioned persons or entities is subject to the applicable statutory and/or regulatory requirements in connection with the
subscription to Indian securities in the nature of the NCDs by such persons or entities. Applicants are advised to ensure that Applications made by them
do not exceed the investment limits under applicable statutory and or regulatory provisions. Applicants are advised to ensure that they have obtained
the necessary statutory and/or regulatory permissions/consents/approvals in connection with applying for, subscribing to, or seeking Allotment of NCDs
pursuant to the Tranche- II Issue.
The Lead Managers and their respective associates and affiliates are permitted to subscribe in the Tranche- II Issue.
Applicants are advised to read the Shelf Prospectus and the Prospectus Tranche-II filed with Registrar of Companies and the general instructions
contained in this application form carefully and to satisfy themselves of the disclosures before making an application for subscription. Unless otherwise
specified, all the terms used in this Application Form have the same meaning as in the Shelf Prospectus and Prospectus Tranche-II. For a copy of the Shelf
Prospectus, the applicant may request us and/or the Lead Managers. Further investors are advised to retain the copy of the Shelf Prospectus/ Prospectus
Tranche-II /Abridged Prospectus for their future reference. Please fill in the Form in English using BLOCK letters. Investors should carefully choose the
Series of NCDs they wish to apply for. For details, please refer to section Terms of the Issue on page 18 of this Abridged Prospectus. For disclaimer of
BSE, NSE and RBI, please refer to page no. 38 of this Abridged Prospectus.
6
IFCI LIMITED
2.
3.
4.
Issue Proceeds
This is a public issue by the Company of secured redeemable nonconvertible debentures of face value of ` 1,000 each for an amount of
` 250.00 crore with an option to retain over subscription upto the Residual
Shelf Limit (i.e ` 790.813 crore) and is being offered by way of the Prospectus
Tranche- II containing, interalia, the terms and conditions of Tranche- II
Issue, which should be read together with the Shelf Prospectus filed with the
RoC, Stock Exchanges and SEBI.
Utilisation of Issue Proceeds
The Net Issue proceeds as raised through the Tranche- II Issue less the
expenditure will be utilised for following activities in the ratio provided as
below:
a) For the purpose of lending/ repayment of loan: minimum 75% of the
net amount raised and allotted in the Tranche- II Issue; and
b) For General Corporate purpose: upto 25% of the net amount raised and
allotted in the Tranche- II Issue. The unutilized amount if any will be
used for purpose of lending/ repayment of loan.
For more information on the Companys business and associated risks, see
Business and Risk Factors on pages 58 and 9 of the Shelf Prospectus,
respectively.
The main objects clause of our Memorandum of Association permits the
Company to undertake its existing activities as well as the activities for which
the funds are being raised through the Tranche- II Issue.
Monitoring of Utilization of Funds
In terms of the SEBI Debt Regulations, there is no requirement for
appointment of a monitoring agency in relation to the use of proceeds of the
Tranche- II Issue. The Board shall monitor the utilisation of the proceeds of
the Tranche- II Issue. The Company will disclose in its financial statements
for the relevant fiscal commencing from Fiscal 2015, the utilization of the
proceeds of the Tranche- II Issue under a separate head along with details,
if any, in relation to all such proceeds of the Tranche- II Issue that have not
been utilized thereby also indicating investments, if any, of such unutilized
proceeds of the Tranche- II Issue.
For more information, see Terms of the Issue - Utilisation of Issue
Proceeds and Issue Procedure - Monitoring & Reporting of Utilisation of
Issue Proceeds on page 44 and 45, respectively of the Prospectus TrancheII.
Interim use of Proceeds
The Board, in accordance with policies formulated from time to time, will
have flexibility in deploying the proceeds of the Tranche- II Issue. Pending
utilisation of the Tranche- II Issue proceeds for the purposes described above,
the Company intends to temporarily invest funds in high quality interest
bearing liquid instruments including money market mutual funds, deposits
with banks or temporarily deploy the funds in investment grade interest
bearing securities or inter-corporate loans as may be approved by the Board
or Committee of Board, as the case may be. Such investment would be in
accordance with the investment policies approved by the Board of Directors or
any committee thereof from time to time.
For further details, please refer to Objects of the Issue on page 18 of the
Prospectus Tranche-II.
ISSUE PROCEDURE
This section applies to all Applicants. ASBA Applicants and Applicants making
Direct Online Applications using the online payment facility of the Stock
Exchange(s) should note that the ASBA process and Direct Online Applications
processes involves application procedures which may be different from the
procedures applicable to Applicants who apply for NCDs through any of the other
permitted channels and accordingly should carefully read the provisions applicable
to ASBA and Direct Online Applications, respectively.
All Applicants are required to make payment of the full Application Amount with
the Application Form. ASBA Applicants are required to ensure that the ASBA
Account has sufficient credit balance such that an amount equivalent to the full
Application Amount can be blocked by the SCSBs.
ASBA Applicants may submit their ASBA Applications to the Members of the
Syndicate or Trading Members of the Stock Exchange(s) only in the Specified
Cities or directly to the Designated Branches of SCSBs. Applicants other than
ASBA Applicants are required to submit their Applications to the Members of the
Syndicate or Trading Members of the Stock Exchange(s) at the centres mentioned
in the Application Form or make Direct Online Applications using the online
payment facility of the Stock Exchange(s). For further information, please refer to
Submission of duly Completed Application Forms on page 15 of this Abridged
Prospectus.
This section has been prepared based on SEBI Circular No. CIR./IMD/DF1/20/2012 dated July 27, 2012 and is subject to the Stock Exchange(s) putting
in place the necessary systems and infrastructure for implementation of the
abovementioned circular, including the systems and infrastructure required in
relation to Direct Online Applications through the online platform and online
payment facility to be offered by Stock Exchange(s) and accordingly is subject to
any further clarification, notification, modification, direction, instructions and/
or correspondence that may be issued by the Stock Exchange(s) and/or SEBI,
including SEBI Circular No. CIR/IMD/DF/18/2013 October 29, 2013.
Applicants are accordingly advised to carefully read the Prospectus TrancheII, Application Form, and the Shelf Prospectus in relation to any proposed
investment. The information below is given for the benefit of the Investors. The
Company, the Registrar to the Issue, and the Lead Managers shall not be liable
for any amendment or modification or changes in applicable laws or regulations,
which may occur after the date of the Prospectus Tranche- II.
Trading Members of the Stock Exchange(s) who wish to collect and upload
Applications in the Tranche- II Issue on the electronic application platform
provided by the Stock Exchange(s) will need to approach the respective Stock
Exchange(s) and follow the requisite procedures prescribed by the relevant Stock
Exchange. The Members of the Syndicate, the Company and the Registrar to
the Issue shall not be responsible or liable for any errors or omissions on the
part of the Trading Members of the Stock Exchange(s) in connection with the
responsibility of such Trading Members of the Stock Exchange(s) in relation
to collection and upload of Applications in the Tranche- II Issue on the online
platform and online payment facility to be provided by the Stock Exchange(s).
Further, the relevant Stock Exchange(s) shall be responsible for addressing Investor
grievances arising from Applications through Trading Members registered with
such Stock Exchange(s).
For purposes of the Tranche- II Issue, the term Working Day shall mean all
days excluding Sundays or a public holiday in New Delhi, India, except with
reference to Issue Period and Record Date, where working days shall mean all
days, excluding Saturdays, Sundays and public holiday in New Delhi, India .
5.
IFCI LIMITED
Insurance funds set up and managed by the army, navy, or air force of the
Union of India, and
Insurance funds set up and managed by the Department of Posts, India, which
are authorized to invest in NCDs.
Category II (Corporates)
Companies within the meaning of section 2(20) of the Companies Act, 2013,
Limited Liability Partnerships registered under the provisions of the LLP
Act,
Trusts settled under the Indian Trusts Act, 1882, public/private charitable/
religious trusts settled and/or registered in India under applicable laws;
Partnership firms formed under applicable laws of India, in the name of
partner,
Cooperative banks, regional rural banks incorporated in India,
Societies registered under the applicable law in India,
Resident Indian scientific and/or industrial research organizations;
Educational institutions and associations of persons and/or bodies established
pursuant to or registered under any central or state statutory enactment which
are authorised to invest in NCDs
Category III (High Networth Individuals) (HNIs)
The following investors applying for an amount aggregating to more than ` 2
lakh across all Series of NCDs in a Tranche Issue
Resident Individual Investors
Hindu Undivided Families applying through the Karta
Category IV(Retail Individual Investors) (RIIs)
The following investors applying for an amount aggregating up to and
including ` 2 lakh across all Series of NCDs in a Tranche Issue
Resident Individual Investors
Hindu Undivided Families through the Karta
Participation of any of the aforementioned persons or entities is
subject to the applicable statutory and/or regulatory requirements in
connection with the subscription to Indian securities in the nature of
the NCDs by such persons or entities. Applicants are advised to ensure
that Applications made by them do not exceed the investment limits
under applicable statutory and or regulatory provisions. Applicants
are advised to ensure that they have obtained the necessary statutory
and/or regulatory permissions/consents/approvals in connection with
applying for, subscribing to, or seeking Allotment of NCDs pursuant to
the Tranche- II Issue.
The Lead Managers and their respective associates and affiliates are
permitted to subscribe in the Tranche- II Issue.
7. Persons not eligible to Apply
The following persons and entities will not be eligible to participate
in the Tranche- II Issue and any Applications from such persons and
entities are liable to be rejected:
Minors without a guardian name. A guardian may apply on behalf of a minor.
However, Applications by minors must be made through Application Forms
that contain the names of both the minor Applicant and the guardian. The
Applicant shall ensure that guardian is competent to contract under Indian
Contract Act, 1872;
Persons Resident Outside India and foreign nationals (including nonresident Indians, foreign portfolio investor, foreign institutional investors and
qualified foreign investors, foreign venture capital investor);
Overseas Corporate Bodies; and
Person ineligible to contract under applicable statutory/regulatory requirements.
Based on information provided by the Depositories, the Company will have the
right to accept Applications belonging to an account for the benefit of a minor (under
guardianship). In case of Applications for Allotment of NCDs in dematerialized
form, the Registrar to the Issue shall verify the foregoing on the basis of records
provided by the Depositories based on the DP ID and Client ID provided by the
Applicants in the Application Form and uploaded to the electronic platform of the
Stock Exchange(s).
The concept of OCBs (meaning any company, partnership firm, society and
other corporate body or overseas trust irrevocably owned/held directly or
indirectly to the extent of at least 60% by NRIs), which was in existence until
2003, was withdrawn by the Foreign Exchange Management (Withdrawal
of General Permission to Overseas Corporate Bodies) Regulations, 2003.
Accordingly, OCBs are not permitted to invest in the Tranche- II Issue.
Any forwarding, distribution or reproduction of this document in whole or in
part is unauthorized in jurisdictions outside India. Failure to comply with this
directive may result in a violation of the Securities Act or the applicable laws of
other jurisdictions. Any investment decision should be made on the basis of the
final terms and conditions of the NCDs and the information contained in the Shelf
IFCI LIMITED
9.
IFCI LIMITED
10
IFCI LIMITED
IFCI LIMITED
11
12
IFCI LIMITED
Cities will not be accepted if the SCSB where the ASBA Account,
as specified in the Application Form, is maintained has not named
at least one branch at that specified city for the Members of the
Syndicate or Trading Members of the Stock Exchange(s), as the case
may be, to deposit such Application Forms. A list of such branches
is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/
Recognised-Intermediaries. See Rejection of Applications on
page 15 of this Abridged Prospectus for information on rejection of
Applications.
For further instructions, Applicants are advised to read the Prospectus
Tranche- II, Abridged Prospectus and Application Form.
33. Only Applicants who do not have a demat account as on date of the
Application shall be eligible to apply for Allotment of NCDs in the physical
form. Any Applicant who subscribes to the NCDs in physical form shall
undertake the following steps:
Complete the Application Form in all respects, by providing all the
information including PAN and Demographic Details. However, do not
provide DP details in the Application Form. The requirement for providing
DP details shall be mandatory only for Applicants who wish to subscribe to
the NCDs in dematerialised form.
Provide the following documents with the Application Form:
(a) Self-attested copy of the PAN card or proof of identification in case of
Applications by or on behalf of the Central or State Government and the
officials appointed by the courts. Any one of the following documents shall
be considered as a verifiable proof of identification:
valid passport issued by the GoI; or
voters identity card issued by the GoI; or
valid driving license issued by any transport authority of the Republic of
India; or
Government ID card; or
Defence ID card; or
ration card issued by the GoI
Aadhar Card,
Photo PAN Card.
(b) Self-attested copy of proof of residence. Any of the following documents
shall be considered as a verifiable proof of residence:
ration card issued by the GoI; or
valid driving license issued by any transport authority of the Republic of
India; or
electricity bill (not older than three months);or
landline telephone bill (not older than three months); or
valid passport issued by the GoI; or
voters identity card issued by the GoI; or
society outgoing bills; or
AADHAR letter, issued by Unique Identification Authority of India, GoI.
(c) Self-attested copy of a cancelled cheque of the bank account to which the
amounts pertaining to payment of refunds, interest and redemption, as
applicable, should be credited. In the absence of such cancelled cheque,
the Company reserves the right to reject the Application or to consider
the bank details given on the Application Form at its sole discretion. In
such case the Company, the Lead Managers and the Registrar to the
Issue shall not be liable for any delays/errors in payment of refund and/
or interest.
The Applicant shall be responsible for providing the above information
accurately. Delays or failure in credit of the payments due to inaccurate details
shall be at the sole risk of the Applicants and neither the Lead Managers nor
the Company shall have any responsibility and undertake any liability for the
same. Applications for Allotment of the NCDs in physical form, which are
not accompanied with the abovestated documents, may be rejected at the sole
discretion of the Company.
In relation to the issuance of the NCDs in physical form, note the following:
1. An Applicant has the option to seek Allotment of NCDs in either
dematerialised or physical mode. No partial Application for the NCDs
shall be permitted; any such partial Application is liable to be rejected.
2. Any Applicant who provides Depository Participant details in the
Application Form shall be allotted the NCDs in dematerialised form
only, irrespective of whether such applicant has provided the details
required for Allotment in physical form. Such Applicant shall not be
Allotted NCDs in physical form.
IFCI LIMITED
13
PAYMENT INSTRUCTIONS
The entire Application Amount is payable at the time of submitting the Application
Form. In case of ASBA Applicants, the entire Application Amount will be blocked
in the ASBA Account. In case of Allotment of a lesser number of NCDs than
applied for, the Company will refund the excess amount paid on Application to
the Applicant (or the excess amount shall be unblocked in the ASBA Account, as
the case may be).
34. Payment mechanism for Direct Online Applicants
Applicants making Direct Online Applications through the online platform
must make payment using the online payment facility offered by the
Stock Exchange(s). Such online payments will be deposited in the Escrow
Account(s) to be opened by the Company. See - Escrow Mechanism for
Applicants other than ASBA Applicants on page 14 of this Abridged
Prospectus.
35. Payment mechanism for ASBA Applicants
ASBA Applicants are required to specify the ASBA Account number in the
Application Form. ASBA Applications submitted to the Members of the
Syndicate or Trading Members of the Stock Exchange(s) at the Specified
Cities will be uploaded onto the electronic platform of the Stock Exchange(s)
and deposited with the relevant branch of the SCSB at the specified city named
by such SCSB to accept such ASBA Applications from the Members of the
Syndicate or Trading Members of the Stock Exchange(s), as the case may
be (A list of such branches is available at http: //www.sebi.gov.in/sebiweb/
home/list/5/33/0/0/ Recognised-Intermediaries). The relevant branch of the
SCSB will perform verification procedures and block an amount in the ASBA
Account equal to the Application Amount specified in the ASBA Application.
For ASBA Applications submitted directly to the SCSBs, the relevant SCSB
will block an amount in the ASBA Account equal to the Application Amount
specified in the ASBA Application, before entering the ASBA Application
into the electronic platform. SCSBs may provide the electronic mode of
Application either through an internet enabled application and banking facility
or such other secured, electronically enabled mechanism for application and
blocking of funds in the ASBA Account. For ASBA Applications, the SCSBs,
will block Application Amount only against/in a funded deposit account and
ensure that clear demarcated funds are available for ASBA Applications and
no lien shall be marked against credit limits/overdraft facility of account
holders for ASBA Application, in accordance with SEBI circular CIR/CFD/
DIL/12/2012 dated September 13, 2012.
ASBA Applicants should ensure that they have funds equal to the
Application Amount in the ASBA Account before submitting the ASBA
Application to the Members of the Syndicate or Trading Members of
the Stock Exchange(s), as the case may be, at the Specified Cities or to
the Designated Branches of SCSBs. An ASBA Application where the
corresponding ASBA Account does not have sufficient funds equal to the
Application Amount at the time of blocking the ASBA Account is liable
to be rejected.
The Application Amount will remain blocked in the ASBA Account until
approval of the Basis of Allotment and consequent transfer of the amount
to the Public Issue Account(s), or until withdrawal/failure of the TrancheII Issue or until withdrawal/rejection of the Application Form, as the case
may be. Once the Basis of Allotment is approved, the Registrar to the Issue
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IFCI LIMITED
will send an appropriate request to the controlling branch of the SCSB for
unblocking the relevant ASBA Accounts and for transferring the amount
pertaining to NCDs allocable to the successful ASBA Applicants to the
Public Issue Account(s). In case of withdrawal/failure of the issue/refund, the
blocked amount will be unblocked on receipt of such information from the
Registrar to the Issue.
36. Escrow Mechanism for Applicants other than ASBA Applicants
We shall open Escrow Accounts with one or more Escrow Collection
Banks in whose favour the Applicants (except for ASBA Applicants) shall
draw cheques or demand drafts should be crossed A/c Payee only. All
Applicants would be required to pay the full Application Amount at the time
of the submission of the Application Form. Cheques or demand drafts for
the Application Amount received from Applicants would be deposited by the
Members of the Syndicate and Trading Members, as the case may be, in the
Escrow Accounts. Applicants must use only CTS compliant instruments
and refrain from using NONCTS 2010 instruments for the payment of
the Application Amount.
Each Applicant (except for ASBA Applicants) shall draw a cheque or demand
draft for the Application Amount as per the following terms:
a) The payment instruments from the resident Applicants shall be payable into
the Escrow Account drawn in favour of Escrow Account IFCI NCD II
Public Issue.
b) Payments should be made by cheque, or a demand draft drawn on any bank
(including a co-operative bank), which is situated at, and is a member of
or sub-member of the bankers clearing house located at the centre where
the Application Form is submitted. Outstation cheques/bank drafts drawn
on banks not participating in the clearing process will not be accepted and
Applications accompanied by such cheques or bank drafts are liable to be
rejected.
c) The monies deposited in the Escrow Account will be held for the benefit of
the Applicants until the Designated Date.
d) On the Designated Date, the Escrow Collection Banks shall transfer the funds
from the Escrow Account as per the terms of the Escrow Agreement, the Shelf
Prospectus and the Prospectus Tranche- II into the Public Issue Account. The
Escrow Collection Banks shall also, upon receipt of instructions from the
Lead Managers and the Registrar, transfer all amounts payable to Applicants,
who have not been allotted NCDs to the Refund Accounts.
The Escrow Collection Bank(s) shall transfer the funds from the Escrow
Account into the Public Issue Account(s), as per the terms of the Escrow
Agreement and the Shelf Prospectus and the Prospectus Tranche- II.
The Company will open Escrow Account(s) with each of the Escrow
Collection Bank(s) in whose favour the Applicants (other than ASBA
Applicants) will make out the cheque or demand draft in respect of their
Application.
Cheques or demand drafts received for the full Application Amount from
Applicants/payments received through the online payment facility offered
by Stock Exchange(s) would be deposited in the Escrow Account(s). All
cheques/bank drafts accompanying the Application should be crossed A/c
Payee only and made payable to Escrow Account IFCI NCD II Public Issue.
Application Amounts paid through the online payment facility of the Stock
Exchange(s) will also be deposited in the Escrow Account(s).
The Escrow Collection Bank(s) will maintain the monies in the Escrow
Account(s) until documents for creation of security for the NCDs are executed.
The Escrow Collection Bank(s) will not exercise any lien whatsoever over
the monies deposited therein and will hold the monies therein in trust for
the Applicants. On the Designated Date, the Escrow Collection Bank(s) will
transfer the funds represented by Allotment of NCDs (other than in respect
of Allotment to successful ASBA Applicants) from the Escrow Account(s),
as per the terms of the Escrow Agreement, into the Public Issue Account(s),
provided that the Company will have access to such funds only after receipt
of final listing and trading approvals from the Stock Exchange(s) and
execution of the Debenture Trust Deed and security documents. The balance
amount after transfer to the Public Issue Account(s) will be transferred to the
Refund Account. Payments of refund to the relevant Applicants will be made
from the Refund Account as per the terms of the Escrow Agreement and the
Prospectus Tranche- II.
37. Payment into Escrow Account
Each Applicant will draw a cheque or demand draft or remit the funds
electronically through the mechanisms for the Application Amount as per the
following terms:
(a) All Applicants would be required to pay the full Application Amount for the
number of NCDs applied for, at the time of the submission of the Application
Form.
the Stock Exchange(s), as the case may be, to deposit ASBA Applications. A list
of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/
Recognised-Intermediaries. For information on the Issue programme and timings
for submission of Application Forms, see Terms of the Issue Issue Period on
page 19 of this Abridged Prospectus.
Applicants other than ASBA Applicants are advised not to submit Application
Forms directly to Escrow Collection Bank(s); and the same are liable to
be rejected and the Applicants will not be entitled to any compensation
whatsoever.
REJECTION OF APPLICATIONS
40. The Company reserves its full, unqualified and absolute right to accept or
reject any Application in whole or in part and in either case without assigning
any reason thereof. Applications would be liable to be rejected on one or
more technical grounds, including but not restricted to the following:
Applications where a registered address in India is not provided for the
Applicant.
Applications by persons who are not eligible to acquire NCDs of the
Company in terms of applicable laws, rules, regulations, guidelines and
approvals, including Applications by persons not competent to contract under
the Indian Contract Act, 1872 (including a minor without a guardian name)
and Applications by OCBs.
In case of partnership firms, NCDs may be registered in the names of the
individual partners and no firm as such will be entitled to apply. However, a
limited liability partnership firm can apply in its own name.
In case of Applications under power of attorney or by corporates, trusts,
societies, etc., relevant documents are not submitted.
Applications accompanied by Stock invest/money order/postal order/cash.
Applications for an amount below the minimum Application size or for an
amount less than NCDs applied for. However, the Company may allot NCDs
up to the value of application monies paid, if such application monies exceed
the minimum application size as prescribed hereunder.
Applications for amounts greater than the maximum permissible amounts
prescribed by the regulations and applicable law.
Applications without payment of the entire Application Amount. However,
the Company may Allot NCDs up to the value of Application Amounts
paid, if such Application Amounts exceed the minimum Application size
prescribed hereunder.
Application Amount paid not tallying with the number of NCDs applied
for. However, the Company may Allot NCDs up to the value of Application
Amounts paid, if such Application Amounts exceed the minimum Application
size prescribed hereunder.
Applications for a number of NCDs which is not in a multiple of one. However,
the Company may allot NCDs upto lower integer if such Application Amount
exceeds one NCD.
Submission of more than five ASBA Applications per ASBA Account.
PAN not mentioned in the Application Form, except for Applications by or on
behalf of the Central or State Government and the officials appointed by the
courts, provided such claims have been verified by the DPs.
GIR number furnished instead of PAN.
DP ID, Client ID and bank account not mentioned in the Application Form,
in case of Allotment in dematerialised form.
ASBA Applications not having details of the ASBA Account to be blocked.
Authorisation to the SCSB for blocking funds in the ASBA Account not
provided.
Signature of sole and/or joint Applicants missing. In case of joint Applicants,
the Application Forms not being signed by each of the joint Applicants (in the
same sequence as they appear in the records of the Depository).
ASBA Application Forms not signed by the ASBA Account holder, if the
ASBA Account holder is different from the Applicant.
Application Forms submitted to the Members of the Syndicate or Trading
Members of the Stock Exchange(s) does not bear the stamp of the relevant
Member of the Syndicate or Trading Member of the Stock Exchange(s), as
the case may be. ASBA Applications submitted directly to the Designated
Branches of SCSBs does not bear the stamp of the SCSB and/or the
Designated Branch and/or Member of the Syndicate or Trading Members of
the Stock Exchange(s), as the case may be.
In case of Allotment in dematerialised form, no corresponding record is
available with the Depositories that matches three parameters, namely, DP
ID, Client ID and PAN or if PAN is not available in the Depository database.
With respect to ASBA Applications, inadequate funds in the ASBA Account
to enable the SCSB to block the Application Amount specified in the ASBA
Application Form at the time of blocking such Application Amount in the
IFCI LIMITED
15
IFCI LIMITED
Applications.
(b) In case of apparent data entry error by the Lead Managers, Members of the
Syndicate, Trading Members of the Stock Exchange(s), Escrow Collection
Bank(s) or Designated Branches of SCSBs, as the case may be, in entering
the Application Form number in their respective schedules other things
remaining unchanged, the Application Form may be considered as valid and
such exceptions may be recorded in minutes of the meeting submitted to the
Designated Stock Exchange.
(c) The Stock Exchange(s) will offer an electronic facility for registering
Applications, which will be available during the Issue Period on the
terminals of the Consortium Members and Sub-Consortium Members,
Trading Members of the Stock Exchange(s) and the SCSBs. The Members
of the Syndicate and Trading Members of the Stock Exchange(s) can also
set up facilities for offline electronic registration of Applications subject to
the condition that they will subsequently upload the offline data file into the
online facilities for Applications on a regular basis, and before the expiry of
the allocated time on the Tranche Issue Closing Date. On the Tranche Issue
Closing Date, the Members of the Syndicate, Trading Members of the Stock
Exchange(s) and Designated Branches of SCSBs will upload Applications
until such time as may be permitted by the Stock Exchange(s). This
information will be available with the Members of the Syndicate, Trading
Members of the Stock Exchange(s) and Designated Branches of SCSBs
on a regular basis. A high inflow of Applications on the Tranche Issue
Closing Date may lead to some Applications received on such day not
being uploaded; such Applications will not be considered for allocation.
Applicants are therefore advised to submit their Applications well in
advance of the closing time of acceptance of Applications on the Tranche
Issue Closing Date. For further information on the Issue programme, see
Terms of the Issue Issue Period on page 19 of this Abridged Prospectus.
(d) At the time of registering each Application, other than ASBA Applications
and Direct Online Applications, the Members of the Syndicate or Trading
Members of the Stock Exchange(s) will enter the requisite details of the
Applicants in the online system including:
Application Form number
PAN of the sole/first Applicant
Investor category and sub-category
DP ID
Client ID
Series of NCDs applied for
Number of NCDs Applied for in each Series of NCD
Price per NCD
Application amount
Cheque number
(e) With respect to ASBA Applications submitted directly to the SCSBs at the
time of registering each Application, the Designated Branches will enter the
requisite details of the Applicants in the online system including:
Application Form number
PAN of the sole/first Applicant
Investor category and sub-category
DP ID
Client ID
Series of NCDs applied for
Number of NCDs Applied for in each Series of NCD
Price per NCD
Bank code for the SCSB where the ASBA Account is maintained
Bank account number
Application amount
(f) With respect to ASBA Applications submitted to the Members of the
Syndicate or Trading Members of the Stock Exchange(s) at the Specified
Cities, at the time of registering each Application, the requisite details of the
Applicants will be entered in the online system including:
Application Form number
PAN of the sole/first Applicant
Investor category and sub-category
DP ID
Client ID
Series of NCDs applied for
Number of NCDs Applied for in each Series of NCD
Price per NCD
Bank code for the SCSB where the ASBA Account is maintained
Location of Specified City
compiled data received from the Stock Exchange(s) and all SCSBs, and
match the same with the Depository database for correctness of DP ID, Client
ID and PAN. The Registrar to the Issue will undertake technical rejections
based on the electronic details and the Depository database. In case of any
discrepancy between the electronic data and the Depository records, the
Company, in consultation with the Designated Stock Exchange, the Lead
Managers and the Registrar to the Issue, reserves the right to proceed as
per the Depository records for such ASBA Applications or treat such ASBA
Applications as rejected.
In case of ASBA Applicants submitted to the Members of the Syndicate
and Trading Members of the Stock Exchange(s) at the Specified Cities,
the Basis of Allotment will be based on the validation by the Registrar
to the Issue of the electronic details with the Depository records, and the
complete reconciliation of the final certificates received from the SCSBs
with the electronic details in terms of SEBI circular dated April 29, 2011.
The Registrar to the Issue will undertake technical rejections based on the
electronic details and the Depository database. In case of any discrepancy
between the electronic data and the Depository records, the Company, in
consultation with the Designated Stock Exchange, the Lead Managers and
the Registrar to the Issue, reserves the right to proceed as per the Depository
records or treat such ASBA Application as rejected.
In case of non-ASBA Applications and Direct Online Applications, the
Basis of Allotment will be based on the validation by the Registrar to the
Issue of the electronic details with the Depository records, and the complete
reconciliation of the final certificates received from the Escrow Collection
Bank(s) with the electronic details in terms of SEBI circular dated April
22, 2010 and SEBI circular dated April 29, 2011. The Registrar to the Issue
will undertake technical rejections based on the electronic details and the
Depository database. In case of any discrepancy between the electronic data
and the Depository records, the Company, in consultation with the Designated
Stock Exchange, the Lead Managers, the Registrar to the Issue, reserves the
right to proceed as per the Depository records or treat such Applications as
rejected.
Based on the information provided by the Depositories, the Company will
have the right to accept Applications belonging to an account for the benefit
of a minor (under guardianship). In case of Applications for a higher number
of NCDs than specified for that category of Applicant, only the maximum
amount permissible for such category of Applicant will be considered for
Allotment.
Withdrawal of Applications during the Issue Period
Withdrawal of Direct Online Applications
Direct Online Applications may be withdrawn in accordance with the
procedure prescribed by the Stock Exchange(s).
Withdrawal of ASBA Applications
ASBA Applicants may withdraw their ASBA Applications during the Issue
Period by submitting a request in writing to a Member of the Syndicate,
Trading Member of the Stock Exchange(s) or a Designated Branch of an
SCSB, as the case may be, through whom the ASBA Application had been
placed. In case of ASBA Applications submitted to the Members of the
Syndicate or Trading Members of the Stock Exchange(s) at the Specified
Cities, on receipt of the request for withdrawal from the ASBA Applicant,
the relevant Member of the Syndicate or Trading Member of the Stock
Exchange(s), as the case may be, will do the requisite, including deletion
of details of the withdrawn ASBA Application Form from the electronic
platform of the Stock Exchange(s). In case of ASBA Applications submitted
directly to the Designated Branch of the SCSB, on receipt of the request
for withdrawal from the ASBA Applicant, the relevant Designated Branch
will do the requisite, including deletion of details of the withdrawn ASBA
Application Form from the electronic platform of the Stock Exchange(s) and
unblocking funds in the ASBA Account directly.
Withdrawal of Non-ASBA Applications (other than Direct Online
Applications)
Non-ASBA Applicants can withdraw their Applications during the Issue
Period by submitting a request in writing for the same to the Member of the
Syndicate or Trading Member of the Stock Exchange(s), as the case may
be, through whom the Application had been made. On receipt of the request
for withdrawal from the Applicant, the relevant Member of the Syndicate
or Trading Member of the Stock Exchange(s), as the case may be, will do
the requisite, including deletion of details of the withdrawn Non-ASBA
Application Form from the electronic platform of the Stock Exchange(s).
Withdrawal of Applications after the Issue Period
In case an Applicant (ASBA as well as Non-ASBA) wishes to withdraw an
Application after the Issue Closing Date, the same can be done by submitting
a withdrawal request to the Registrar to the Issue prior to the finalization of
IFCI LIMITED
17
18
IFCI LIMITED
46.
47.
48.
49.
Tranche- II, the Application Form, the Abridged Prospectus and other terms
and conditions as may be incorporated in the Debenture Trust Agreement and
Debenture Trust Deed to be entered into between the Debenture Trustee and
the Company, as well as other laws applicable from time to time, including
rules, regulations, guidelines, notifications and any statutory modifications
or re-enactments including those issued by GoI, SEBI, RBI, the Stock
Exchanges and/or other statutory/ regulatory authorities relating to the issue
and listing of securities and any other documents that may be executed in
connection with the NCDs. For more information, see Issue Structure on
page 2 of this Abridged Prospectus.
Face Value
The face value of each NCD is ` 1,000.00.
Security
The NCDs will be secured by a pari passu floating first charge on Receivables,
present and future, of the Company (other than the Lien Receivables), with
an asset cover of one time of the total outstanding amount of NCDs, from
time to time. The Company reserves the right to create first pari passu charge
on its present and future Receivables for its present and future financial
requirements or otherwise, without requiring the consent of, or intimation to,
the Debenture holders or the Debenture Trustee in this connection, provided
that a minimum security cover of 1 (one) time is maintained.
The Company undertakes to execute necessary documents for the creation
of the charge, where applicable, including the Debenture Trust Deed within
the time frame prescribed in the SEBI Debt Regulations and other relevant
regulations/act/rules etc. and the same would be uploaded on the website of
the Designated Stock Exchange, where the debt securities are proposed to
be listed, within five working days of execution of the same. The Debenture
holders are entitled to the benefit of the Debenture Trust Deed and are bound
by and are deemed to have notice of all provisions of the Debenture Trust
Deed. The Company has obtained NOC from the existing debenture trustees/
lenders for creation and sharing of pari passu security interest as aforesaid.
Credit Rating
Brickwork Ratings India Private Limited has, vide its letter no. BWR/BNG/
RL/2014-15/0211 dated September 26, 2014, assigned a credit rating of
BWR AA- (Outlook: Stable) to the NCDs. Instruments with this rating are
considered to have the high degree of safety regarding timely servicing of
financial obligations. Such instruments carry very low credit risk. Brickwork
Ratings India Private Limited has vide its letter no. BWR/BNG/RL/201415/0286 dated December 22, 2014 revalidated its credit rating.
ICRA Limited has, letter no. D/RAT/2014-15/1-57/6 dated September
26, 2014, assigned a credit rating of [ICRA]A (Stable) to the NCDs.
Instruments with this rating are considered to have the adequate degree of
safety regarding timely servicing of financial obligations. Such instruments
carry low credit risk. ICRA Limited has vide its letter no. D/RAT/2014-15/157/11 dated December 22, 2014 revalidated its credit rating.
For the revalidation letters each dated December 22, 2014, see Annexure B:
Credit Rating (Revalidation Letters) of the Prospectus Tranche- II.
For the rationale for these ratings, see Annexure B Credit Rating.
Issue Period
Issue Opens On
January 1, 2015
Issue Closes On
February 4, 2015
The Tranche- II Issue shall open for subscription on Working Days from
10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the period indicated
above with an option for early closure or extension, as may be decided by the
Board of Directors or Board Committee. In the event of such early closure
or extension of the subscription list of the Tranche- II Issue, the Company
shall ensure that public notice of such early closure/extension is published
on or before such early date of closure or the Tranche Issue Closing Date, as
applicable, through advertisement(s) in a leading national daily newspaper.
Applications Forms for the Tranche- II Issue will be accepted only between
10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as
may be permitted by the Stock Exchanges during the Issue Period mentioned
above, on all Working Days, i.e., between Monday and Friday, both
inclusive, barring public holidays: (i) by the Members of the Syndicate or
Trading Members of the Stock Exchange(s), as the case may be, at the centres
mentioned in the Application Form through the non-ASBA mode, or (ii) in
case of ASBA Applications, (a) directly by Designated Branches of SCSBs or
(b) by the centres of the Members of the Syndicate or Trading Members of the
Stock Exchange(s), as the case may be, only at the specified cities (Mumbai,
Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bengaluru, Hyderabad,
Pune, Vadodara and Surat) (Specified Cities), except that on the Tranche
Issue Closing Date, Application Forms will be accepted only between 10.00
a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m
(Indian Standard Time) or such extended time as may be permitted by the
Stock Exchanges (after taking into account the total number of Applications
received up to the closure of timings for acceptance of Application Forms as
stated herein). Applicants may also make their Applications through Direct
Online Applications using the online payment facility offered through the
Stock Exchange(s) during the Issue Period, subject to such online payment
facility being made available by the Stock Exchange(s) prior to the date of
filing of the Prospectus Tranche- II by the Company with RoC
Due to limitation of time available for uploading Applications on the
Issue Closing Date, Applicants are advised to submit their Application
Forms one day prior to the Issue Closing Date and, no later than 3.00
p.m (Indian Standard Time) on the Issue Closing Date. Applicants are
cautioned that in the event a large number of Applications are received
on the Issue Closing Date, there may be some Applications which are
not uploaded due to lack of sufficient time to upload. Such Applications
that cannot be uploaded will not be considered for allocation under the
Tranche- II Issue.
The NCDs are being issued at par and the full amount of the face value per
NCD is payable on Application, except ASBA Application the amount will be
blocked in the ASBA Account.
Neither the Company, nor the Members of the Syndicate or Trading
Members of the Stock Exchange(s) shall be liable for any failure in
uploading Applications due to failure in any software/hardware system
or otherwise.
50. MINIMUM APPLICATION
10 NCDs (` 10,000) in the multiple of 1 (one) NCD thereafter.
51. ESCROW MECHANISM
Please refer Issue Procedure Escrow Mechanism for Applicants other
than ASBA Applicants and Issue Procedure Payment into Escrow
Account on page 14 of this Abridged Prospectus, respectively.
BASIS OF ALLOTMENT
52. Deemed Date of Allotment
The Deemed Date of Allotment will be the date on which, the Board of
Directors or Board Committee approves the Allotment of NCDs for the
Tranche- II Issue or such date as may be determined by the Board of Directors
or Board Committee and notified to the Designated Stock Exchange. All
benefits relating to the NCDs including interest on NCDs (as specified in
the Prospectus Tranche- II) shall be available from the Deemed Date of
Allotment. The actual allotment of NCDs may take place on a date other than
the Deemed Date of Allotment.
53. Group of Applications and Allocation Ratio
The Registrar will aggregate the applications based on the applications
received through an electronic book from the Stock Exchanges and
determine the valid applications for the purpose of drawing the basis of
allocation. Grouping of the application received will be then done in the
following manner:
For the purposes of the basis of allotment:
a) Applications received from Category I Applicants: Applications received
from Applicants belonging to Category I shall be grouped together (QIB
Portion);
b) Applications received from Category II Applicants: Applications received
from Applicants belonging to Category II, shall be grouped together
(Corporate Portion);
c) Applications received from Category III Applicants: Applications received
from Applicants belonging to Category III shall be grouped together (High
Networth Individual Portion) and;
d) Applications received from Category IV Applicants: Applications received
from Applicants belonging to Category IV shall be grouped together. (Retail
Individual Investor Portion)
For avoidance of doubt, the terms QIB Portion, Corporate Portion, High
Net Worth Individual Portion and Retail Individual Investor Portion are
individually referred to as a Portion and collectively referred to as Portions.
For the purposes of determining the number of NCDs available for allocation to
each of the above mentioned Portions, the Company shall have the discretion of
determining the number of NCDs to be allotted over and above the Base Issue Size,
in case the Company opts to retain any oversubscription in the Tranche- II Issue up
to the Shelf Limit. The aggregate value of NCDs decided to be allotted over and
above the Base Issue Size, (in case the Company opts to retain any oversubscription
in the Tranche- II Issue), and/or the aggregate value of NCDs up to the Base Issue
Size shall be collectively termed as the Overall Issue Size.
IFCI LIMITED
19
QIB Portion
Corporate
Portion
25% of the
Overall Issue
Size
25% of the
Overall Issue
Size
20
IFCI LIMITED
(f) Applicant applying for more than one Series of NCDs: If an Applicant has
applied for more than one Series of NCDs and if such Applicant is entitled
to allocation of only a part of the aggregate number of NCDs applied for, the
Series - wise allocation of NCDs to such Applicants shall be in proportion
to the number of NCDs with respect to each Series of NCDs, applied for by
such Applicant, subject to rounding off to the nearest integer, as appropriate
in consultation with Lead Managers and the Designated Stock Exchange.
(g) Minimum allotment of 10 (Ten) NCD and in multiples of 1 (One) NCD
thereafter would be made in case of each valid Application, subject to Basis
of Allotment as mentioned above.
All decisions pertaining to the basis of allotment of NCDs pursuant to the
Tranche-II Issue shall be taken by the Company in consultation with the Lead
Managers, and the Designated Stock Exchange and in compliance with the
aforementioned provisions of the Prospectus Tranche-II. Any other queries/
issues in connection with the Applications will be appropriately dealt with
and decided upon by the Company in consultation with the Lead Managers.
The Company will allot Series I to all valid applications, wherein the
Applicants have not indicated their choice of the relevant Series of NCDs or
have applied for wrong Series.
Please note in case KYC documents are not proper, Registrar shall hold back
physical certificate allotted to the Applicant pending receipt of complete
KYC documents from Applicant and the Company shall keep in abeyance
the payment of interest or other benefits, till such time. In case of demat
application, if the credit of NCDs is rejected due to inactive demat or any
mismatch with depositories details against the details received through
application, the securities shall hold in pool account till such time the
Company/Registrar receive the proper documentation from the investor for
further transfer to the beneficiary account. The Company shall also not be
liable to pay interest for delay in dispatch of the certificate in case of delay
caused due to non-receipt of proper KYC documents to the satisfaction of the
Registrar.
56. Additional/Multiple Applications
Please refer Issue Procedure Additional/Multiple Applications on page
12 of this Abridged Prospectus.
57. Form of Allotment and Denomination
The Allotment of NCDs shall be in dematerialized form as well as in physical
form. In terms of Regulation 4 (2)(d) of the SEBI Debt Regulations and
Section 29 of the Companies Act, 2013, the Company shall make public
issue of NCDs in dematerialized form. However, in terms of Section 8(1)
of the Depositories Act, the Company, at the request of the Investors who
wish to hold the NCDs in physical form will fulfill such request. However,
the NCDs allotted against Series III shall be allotted compulsorily in the
dematerialized form to all categories of Investors. The trading in NCDs shall
be compulsorily in dematerialized form.
The Company has made depository arrangements with CDSL and NSDL for
the issuance of the NCDs in dematerialized form, pursuant to the tripartite
agreement dated November 3, 2011 between the Company, the Registrar
and CDSL and the tripartite agreement dated November 9, 2011 between the
Company, the Registrar and NSDL. The Company shall take necessary steps
to credit the Depository Participant account of the Applicant with the number
of NCDs Allotted in dematerialized form. The Debenture holders holding the
NCDs in dematerialized form shall deal with the NCDs in accordance with
the provisions of the Depositories Act, Companies Act, 2013, as the case may
be, and rules and regulations notified thereunder, from time to time.
In case of NCDs held in physical form, whether on Allotment or on
rematerialization of NCDs allotted in dematerialized form, a single
certificate will be issued to the Debenture holder for the aggregate amount
(Consolidated Certificate) for each Series of NCD. The applicant can also
request for the issue of Debenture certificates in denomination of the Market
Lot.
In respect of Consolidated Certificates, we will, only on receipt of a request
from the Debenture holder within 30 Working Days of the request, split such
Consolidated Certificates into smaller denominations in accordance with the
applicable rules/regulations/act, subject to the minimum of Market Lot. No
fees will be charged for splitting of Debenture certificate(s) in Market Lots,
but stamp duty payable, if any, would be borne by the Debenture holder.
The request for splitting should be accompanied by the original Consolidated
Certificates which will, on issuance of the split Consolidated Certificate, be
treated as cancelled by us.
PAYMENT OF REFUNDS
58. Refunds for Applicants other than ASBA Applicants
Within 12 Working Days of the Tranche Issue Closing Date, the Registrar to
the Issue will dispatch refund orders/ issue instructions for electronic refund,
REDEMPTION
The Company will redeem each Series of NCDs on the respective Maturity Dates.
The date of maturity for NCDs subscribed under Series I and Series II is 5 years
from the Deemed Date of Allotment and for NCDs subscribed under Series III and
Series IV is 10 years from the Deemed Date of Allotment.
64. NCDs held in electronic form:
No action is required on the part of Debenture holders on the Maturity Date(s).
IFCI LIMITED
21
Coupon
Rate (% per
annum) for all
Category of
Investor(s) (A)
Additional
incentive over
Coupon Rate (%
per annum) on
any Record Date
applicable to
only Category III
and Category IV
Investor(s) (B)
0.10%
Aggregate of the
Coupon Rate and
the Additional
incentive (as per
B) applicable
to Category III
and Category IV
Investor(s) {(A) +
(B) })
9.45%
22
IFCI LIMITED
Coupon Rate
(% per annum)
for all Category
of Investor(s)
(A)
Aggregate of the
Coupon Rate and
the Additional
incentive (as per
B) applicable
to Category III
and Category IV
Investor(s) {(A) +
(B) })
9.40%
Additional
incentive over
Coupon Rate
(% per annum)
on any Record
Date applicable
to only Category
III and Category
IV Investor(s)
(B)
0.10%
Category III
& IV
Category I
& II*
9.40%
Nil
9.40%
9.50%
* Category I and Category II Investors SHALL NOT be eligible for the additional
incentive of 0.10% per annum for Series III NCDs held on any Record Date.
Series III NCDs, shall be redeemed at the Face Value along with interest accrued
thereon, if any, at the end of 10 years from the Deemed Date of Allotment.
Series IV
Series IV NCDs, shall be redeemed at the end of 10 years from the Deemed Date of
Allotment at the following amounts based on the relevant categories of Debenture
holders as on the Record Date for redemption of the Series IV NCDs
Maturity Amount/
Maturity Amount/
Redemption Amount
Redemption Amount
(`/ NCD) on Maturity (`/ NCD) on Maturity
for Category I and
for Category III and
Category II Investor(s) Category IV Investor(s)
1,000
2,457.50*
2,480.08*
* Subject to applicable tax deducted at source, if any.
Face Value (in `)
IFCI LIMITED
23
24
IFCI LIMITED
85.
86.
87.
88.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
89.
90.
91.
92.
93.
94.
providing true and adequate information until the obligations in respect of the
NCDs are outstanding;
the Company will take necessary steps for the purpose of getting the NCDs
listed within the specified time, i.e., within 12 Working Days of the Tranche
Issue Closing Date;
the funds required for dispatch of refund orders/Allotment Advice/Debenture
certificates will be made available by the Company to the Registrar to the
Issue;
the Company will forward details of utilisation of the Tranche- II Issue
proceeds, duly certified by the Statutory Auditor, to the Debenture Trustee at
the end of each half year;
the Company will provide a compliance certificate to the Debenture Trustee
on an annual basis in respect of compliance with the terms and conditions of
the issue of NCDs as contained in the Prospectus Tranche- II;
the Company will disclose the complete name and address of the Debenture
Trustee in its annual report; and
the Company shall make necessary disclosures/ reporting under any other
legal or regulatory requirement as may be required from time to time.
Ranking of the NCDs
The NCDs will be secured by floating first charge on the Receivables
(other than on Lien Receivables) of the Company as may be mentioned in
the security documents and/ or Debenture Trust Deed, with an asset cover
of one time of the total outstanding amount of NCDs, from time to time.
Accordingly, the NCDs would constitute direct and secured obligations of
the Company and will rank pari passu inter se to the claims of other secured
creditors of the Company having the same security and superior to the claims
of any unsecured creditors of the Company, now existing or in the future,
subject to any obligations preferred under applicable law.
The aforesaid charge over the Receivables of the Company shall rank as
a floating charge. The Company reserves the right to create floating first
charge on present and future Receivables for its present and future financial
requirements or otherwise.
Guarantee/Letter of Comfort
The Issue is not backed by a guarantee or letter of comfort or any other
document and/or letter with similar intent.
Replacement of Debenture Certificates
In case of NCDs in physical form, if a Debenture certificate is mutilated
or defaced then on production thereof to the Company, the Company shall
cancel such certificate and issue a new or duplicate certificate in lieu thereof,
however, they will be replaced only if the certificate numbers and the
distinctive numbers are legible. If any Debenture certificate is lost, stolen
or destroyed, then, on proof thereof to the satisfaction of the Company and
on furnishing such indemnity as the Company may deem adequate and
on payment of any expenses incurred by the Company in connection with
proof of such destruction or theft or in connection with such indemnity, the
Company shall issue a new or duplicate Debenture certificate. A fee may
be charged by the Company not exceeding such sum as may be prescribed
by applicable law for each new or duplicate Debenture certificate issued
hereunder except certificates in replacement of those which are old, decrepit
or worn out or defaced or where the pages for recording transfers have been
fully utilised.
Put/Call Option
There is no put/ call option for the NCDs.
Future Borrowings
The Company will be entitled at any time in the future during the term of
the NCDs or thereafter to borrow or raise loans or create encumbrances
or avail of credit facilities/ financial assistance in any form, and also to
issue promissory notes or debentures or any other securities in any form,
manner, ranking and denomination whatsoever and to any eligible persons
whatsoever, and to change its capital structure including through the issue of
shares of any class, on such terms and conditions as the Company may deem
appropriate, without requiring the consent of, or intimation to, the Debenture
holders or the Debenture Trustee in this connection.
Lien
As per the RBI circular dated June 27, 2013, the Company is not permitted
to extend loans against the security of its debentures issued by way of private
placement or public issues. The Company will have the right of set-off
and lien, present as well as future on the moneys due and payable to the
Debenture holder or deposits held in the account of the Debenture holder,
whether in single name or joint name, to the extent of all outstanding dues by
the Debenture holder to the Company.
IFCI LIMITED
25
26
IFCI LIMITED
2,000.00
1,000.00
3,000.00
1,729.28
263.84
1,993.12
1,663.35
263.84
1,927.19
1,662.04
263.84
1925.88
61
12.12.2013
02192183
61
59
IFCI LIMITED
27
Development Limited (IIDL), IFCI Factors Limited (IFL), MPCON Limited (MPCON) and IFCI Financial Services Limited (IFIN). The Company also has
6 (six) step down subsidiaries viz. SHCIL Services Limited (Wholly owned by SHCIL), SHCIL Projects Limited (Wholly owned by SHCIL), IIDL Realtors Private
Limited (Wholly owned by IIDL), IFIN Securities Finance Limited (Wholly owned by IFIN), IFIN Commodities Limited (Wholly owned by IFIN), IFIN Credit
Limited (Wholly owned by IFIN). Further, the Company has 6 (six) associate companies, Tourism Finance Corporation of India Limited, North India Technical
Consultancy Organisation Limited, Himachal Consultancy Organisation Limited, HARDICON Limited, Rajasthan Consultancy Organisation Limited, KITCO
Limited. For further details, please refer History, Main Objects and Certain Corporate Matters on page 70 of the Shelf Prospectus.
Pre Issue*
(` in crore)
Standalone
Post Issue**
(` in crore)
Pre Issue*
(` in crore)
Consolidated
Post Issue**
(` in crore)
Debt
Long term Debt
17,342.11
19,342.11
17,585.43
19,585.43
Short Term Debt
247.95
247.95
620.08
620.08
Current maturities of Long term Debt
3,179.68
3,179.68
3,328.88
3,328.88
A
20,769.74
22,769.74
21,534.39
23,534.39
Equity
Share Capital
1,662.04
1,662.04
1,662.04
1,662.04
Reserve and Surplus
4,136.28
4,136.28
4,484.77
4,484.77
Share Application Money (Pending Allotment)
0.00
0.00
0.00
0.00
B
5,798.32
5,798.32
6,146.81
6,146.81
Debt Equity Ratio (A/B)
3.58
3.93
3.50
3.83
*Pre-Issue figures are as on March 31, 2014. **Post Issue figures are based on the assumption that there is no change in Total Shareholders
funds and in Total Debt subsequent to March 31, 2014 (other than the NCDs which are assumed to have been fully subscribed to the extent of
` 2000.00 crore. For further information, see Material Developments on page 123 of the Shelf Prospectus.
F. DESCRIPTION OF CERTAIN INDEBTEDNESS
For information on the section titled Description of Certain Indebtedness, please refer to page 92 of the Shelf Prospectus.
G. FINANCIAL INFORMATION
CONSOLIDATED REFORMATTED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
I. EQUITY & LIABILITIES
(1) Shareholders' Funds
(a) Share Capital
(b) Reserves and Surplus
(2) Minority Interest
- Share Capital
- Reserves and Surplus
(3) Non-current Liabilities
(a) Long-term Borrowings
(b) Long-term Liabilities
(c) Long-term Provisions
(4) Current Liabilities
(a) Short-term Borrowings
(b) Trade Payables
(c) Other Current Liabilities
(d) Short-term Provisions
TOTAL
II. ASSETS
(1) Non-current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(iii) Capital work-in-progress
(b) Goodwill on consolidation
(c) Non-current Investments
(d) Deferred Tax Assets (Net)
(e) Long-term Loans & Advances
(i) Loans
(ii) Others
(f) Other non-current assets
(2) Current Assets
(a) Current Investments
(b) Inventories
(c) Trade Receivables
(d) Cash and Cash Equivalents
(e) Short-term Loans and Advances
(i) Loans (Current Maturity of Long Term Loans)
(ii) Others
(f) Other Current Assets
TOTAL
Note
No.
(` crore)
As at 31st
March, 2014
As at 31st
March, 2013
As at 31st
March, 2012
As at 31st
March, 2011
As at 31st
March, 2010
1,924.96
5,404.14
1,924.68
5,116.70
1,001.68
4,814.29
1,001.68
4,209.61
1,001.68
3,753.18
13.35
253.51
3.43
4.18
3.43
3.79
3.43
4.53
3.43
4.09
3
4
5
17,585.43
111.05
122.22
14,429.68
80.62
53.59
17,652.37
69.60
147.93
17,411.24
41.58
142.44
11,468.74
36.47
123.56
6
7
8
9
620.08
368.65
4,404.34
205.11
31,012.85
710.07
461.52
4,613.96
210.16
27,608.59
1,074.46
585.90
4,409.02
97.87
29,860.34
440.22
339.51
2,798.38
95.22
26,487.84
222.36
148.33
2,685.69
86.42
19,533.95
10
11
12
13
1,485.00
3.58
8.61
445.80
4,583.01
713.56
1,371.34
1.93
19.29
99.92
5,400.48
732.22
1,369.12
2.45
18.92
99.45
5,598.99
840.68
1,290.55
3.24
133.63
83.34
4,116.24
1,022.68
1,509.60
0.87
37.82
53.25
3,425.41
1,388.38
14
15
16
16,590.47
284.47
6.36
10,634.77
227.15
7.29
12,179.20
276.53
11.51
12,111.45
394.90
4.30
7,635.91
406.90
3.88
17
1,818.47
233.32
984.79
1,095.62
2,614.93
293.01
1,411.00
597.84
1,609.10
361.42
1,375.75
468.12
1,660.19
224.08
915.95
615.11
1,397.25
165.39
484.77
140.56
2,394.16
45.64
319.99
31,012.85
3,880.59
112.41
204.42
27,608.59
4,855.41
558.87
234.82
29,860.34
3,501.55
211.58
199.05
26,487.84
2,715.80
17.56
150.60
19,533.95
1
2
18
19
20
21
22
For information on sections titled Industry Overview, Business, History, Main Objects and Certain Corporate Matters, Promoter and Description of Certain
Indebtedness, please refer to page 52, page 58, page 70, page 91 and page 92 of the Shelf Prospectus respectively.
28
IFCI LIMITED
Year ended
31st March,
2014
Year ended
31st March,
2013
Year ended
31st March,
2012
Year ended
31st March,
2011
(` crore)
Year ended
31st March,
2010
23
24
3,592.79
46.85
3,639.64
3,147.59
41.08
3,188.67
3,089.75
41.02
3,130.77
2,561.87
63.68
2,625.55
1,738.21
19.31
1,757.52
25
26
1,761.96
173.40
50.96
1,918.69
90.13
24.72
1,955.64
94.55
21.95
1,330.29
87.94
14.52
889.09
72.14
11.27
88.34
180.90
2,255.56
1,384.08
622.48
144.73
81.24
2,259.51
929.16
192.01
53.11
82.60
0.01
2,207.86
922.91
(82.20)
15.40
93.02
0.01
1,541.18
1,084.37
(140.04)
17.32
64.58
1,054.41
703.11
(445.59)
761.60
737.15
1,005.11
1,224.41
1,148.70
169.55
25.95
566.10
131.32
108.47
497.36
135.38
182.00
687.73
113.19
365.69
745.53
117.25
338.41
693.04
27
28
UNAUDITED (STANDALONE) FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2014
(` lakh)
Particulars
Quarter ended Quarter ended Quarter ended Half-year ended Half-year ended
30/09/14
30/06/14
30/09/13
30/09/14
30/09/13
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
PART I (STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2014)
1
Income from Operations
a) Net income from operations
84,836
71,380
73,436
1,56,216
1,27,493
b) Other operating income
709
1,236
734
1,945
1,821
Total income from operations (net)
85,545
72,616
74,170
1,58,161
1,29,314
2
Expenses
a) Cost of Borrowings
51,618
49,056
38,322
1,00,674
78,975
b) Employee benefits expense
1,332
1,607
2,014
2,939
2,989
c) Depreciation and amortisation expense
(1,476)
271
328
(1,205)
653
d) Other expenses
875
797
922
1,672
1,775
Total Expenses
52,349
51,731
41,586
1,04,080
84,392
3
Profit from operations before other income, provisions and
33,196
20,885
32,584
54,081
44,922
exceptional items (1-2)
4
Write off/ Provision for Bad & Doubtful Assets and others (Net)
11,759
7,821
20,839
19,580
26,170
5
Profit from operations before other income and exceptional items (3-4)
21,437
13,064
11,745
34,501
18,752
6
Other Income
1,888
1,039
1,525
2,927
2,534
7
Profit from ordinary activities before exceptional items (5 + 6)
23,325
14,103
13,270
37,428
21,286
8
Exceptional items
9
Profit from ordinary activities before tax (7 + 8)
23,325
14,103
13,270
37,428
21,286
10 Tax expense
a) Income Tax
3,930
8,138
b) Deferred Tax
5,946
4,656
(4,691)
10,602
(6,394)
11 Net Profit from ordinary activities after tax (9 - 10)
17,379
9,447
14,031
26,826
19,542
12 Extraordinary items
13 Net Profit for the period (11 + 12)
17,379
9,447
14,031
26,826
19,542
14 Share of profit/ (loss) of associates
15 Net Profit after taxes, minority interest and share of profit
of associates (13 + 14 + 15)
16 Paid-up equity share capital (Face Value of ` 10/- each)
1,66,204
1,66,204
1,66,204
1,66,204
1,66,204
17 Reserve excluding Revaluation Reserves
18.i
Earnings per share (before extraordinary items) (not annualised):
1.04
0.57
0.84
1.61
1.18
(a) Basic (`)
1.04
0.57
0.84
1.61
1.18
(b) Diluted (`)
18.ii
Earnings per share (after extraordinary items) (not annualised):
1.04
0.57
0.84
1.61
1.18
(a) Basic (`)
1.04
0.57
0.84
1.61
1.18
(b) Diluted (`)
Year ended
31/03/14
(Audited)
2,85,033
3,418
2,88,451
1,66,599
5,889
1,304
3,250
1,77,042
1,11,409
52,039
59,370
6,675
66,045
66,045
10,760
4,475
50,810
50,810
1,66,204
4,13,548
3.05
3.05
3.05
3.05
For further details, please refer to Annexure A-Financial Statements of the Shelf Prospectus and Annexure C-Limited Review Report on Unaudited
Financial Results for the Period ended September 30, 2014 together with the Unaudited (Standalone) Financial Results for the Half Year ended
September 30, 2014 of the Prospectus Tranche- II.
IFCI LIMITED
29
MATERIAL LITIGATIONS
As on date of this Shelf Prospectus, there are no defaults or non-payment of
statutory dues including institutional/ bank dues and dues payable to holders
of any debentures, bonds and fixed deposits that would have a material adverse
effect on our business other than unclaimed liabilities against our Company.
Except as described below, there are no outstanding litigations against our
Company that may have an adverse effect on our business.
Save and except as disclosed herein below, there are no pending proceedings/
litigations pertaining to:
matters likely to affect operation and finances of our Company including
disputed tax liabilities of any nature;
litigation involving our Company, our Director, our Subsidiaries and our
Associate companies or any other person, whose outcome could have
material adverse effect on the position of our Company;
proceedings initiated against our Company for economic offences;
matters pertaining to default and non-payment of statutory dues;
matters pertaining to any material frauds committed against our Company
in the last 5 (five) financial years; and
Any inquiry, inspections or investigations initiated or conducted under the
Companies Act 2013 or any previous companies law in the last 5 (five)
years in the case of our Company and all of its subsidiaries
Save and except as disclosed herein below:
No other prosecutions were filed under the Companies Act 2013 or
any previous companies law in the last 5 (five) years in the case of our
Company and all of its subsidiaries;
No other fines were imposed under the Companies Act 2013 or any
previous companies law in the last 5 (five) years in the case of our
Company and all of its subsidiaries; and
No other compounding of offences was done in the last 5 (five) years
under the Companies Act 2013 or any previous companies law in the last
5 (five) years in the case of our Company and all of its subsidiaries.
Further, save and except as disclosed herein there are no matters likely
to affect operation and finances of our Company including disputed tax
liabilities of any nature and there are no such litigation whose outcome
could have material adverse effect on our position and involves our
Company, our Directors, our Subsidiaries, our group companies.
Further from time to time, we have been and continue to be involved in
legal proceedings filed by and against us, arising in the ordinary course
of our business. These legal proceedings are both in the nature of civil and
criminal proceedings.
The term material as used herein means:
i. Any Legal Proceeding which may have any impact on the current or future
revenues of the Company, whether individually or in aggregate, where the
aggregate amount involved in such proceedings approximately exceeds
` 30.00 crore and above (after taking into consideration the provisioning
made by the Company in its books in respect of such matters); and/or
ii. Where such Legal Proceedings individually or in the aggregate is likely
to disrupt and/or materially adversely impact the operations and/or
profitability of the Company.
Applying the aforementioned parameters, in the view of our Company,
all pending proceedings whether civil, arbitral, tax related litigations,
or otherwise, of value more than ` 30.00 crore (after taking into
consideration the provisioning made by the Company in its books in
respect of such matters) are material/potentially material to the Company
or its subsidiaries.
Litigation involving the Company
1. Our Company had filed an original application against JEG Hospitality
Limited (JEG) and its guarantors before the Honble Debt Recovery
Tribunal 1, Delhi (IFCI Limited Vs. JEG Hospitality Limited and others
[O.A. No. 6 of 2012]). The Honble Debt Recovery Tribunal was pleased
to issue Recovery Certificate bearing No. 33 of 2014 in favour of our
Company for the entire outstanding amount of ` 111.29 crore (approx.)
along with interest @ 15% p.a. and cost of ` 1.5 lakh. The Recovery
Proceedings have been initiated against JEG and the guarantors before
the Learned Recovery Officer, Debt Recovery Tribunal, Delhi. Demand
Notice has been issued to the guarantors and the guarantors have been
directed to file affidavit of their assets. However, in the meanwhile the
loan account has been assigned to ACE.
2. Our Company has filed an original application against Murli Industries
Limited before the Honble Debt Recovery Tribunal, Delhi (IFCI Limited
Vs Murli Industries Limited [O.A. No. 92/2011]) for the recovery of the
dues of our Company amounting to ` 35.56 crore (approx.). The Honble
30
IFCI LIMITED
Delhi High Court vide its order dated 20.09.2013 passed in writ petition
No. 2864/ 2011, instituted by Murli Industries Limited against our
Company, allowed the entire amount of Loan I and some portion of
Loan II to be restored, and our Company was further directed to maintain
the pledged shares in a demat account. Accordingly, our Company kept
the pledged shares of Murli Industries Limited, in a Demat Account and
filed an application for modification of the claim amount pursuant to
the restoration of entire corporate Loan Account I and some portion
of Corporate Loan Account II. Under the amendment to the aforesaid
original application filed by our Company, our Company has sought to
recover an amount of ` 105.23 crore (approx.). Reply and rejoinder is to
be filed. The next date of hearing in has been fixed for 14.11.2014.
3. Our Company has also filed Original Application against Blue Coast
Hotels Limited (BCHL) and its promoters (IFCI Limited Vs. Blue Coast
Hotels Limited [O.A. No. 175/ 2013]), before the Honble Debt Recovery
Tribunal, Delhi for recovery of its dues. BCHL has also filed a counter
claim for an amount of ` 2,000.00 crore (approx.) against our Company
in the O.A No. 175/2013, alleging huge losses being suffered by it on
account of advertising the sale of assets of by our Company much below
the market valuation of the assets, and on account of damages caused to
its reputation. The matter was listed before Registrar for completion of
pleadings. The matter is currently pending.
4. SBICAP Trustee Company Limited, acting in capacity as debenture
trustee on behalf of PACL Limited has filed a civil suit in the court of
Honble Civil Judge Senior Division, Goa against BCHL and its promoters
(SBICAP Trustee Company Limited Vs. BCHL [CS 2/2014/A]), for
recovery of defaulted amount of ` 162.50 crore (approx.) in respect
of the debentures held by PACL Limited in BCHL, and for seeking a
declaration of their valid and subsisting charge over the property of BCHL
at Goa. Our Company has first charge over the property and the charge of
SBICAP is being disputed by our Company. In this regard, our Company
has filed an application before the Honble Civil Judge Senior Division,
Goa for dismissal of the said civil suit. The matter is currently pending.
5. Our Company has initiated proceedings under the provisions of
SARFAESI Act against Marine Drive Hospitality & Realty Private
Limited (MDHRPL), for the recovery of the dues of our Company to the
tune of ` 190.05 crore (approx.). MDHRPL has preferred an Securitisation
Application (Marine Drive Hospitality & Realty Private Limited Vs
IFCI Limited [S.A. No. 7/ 2014]) before the Honble Debt Recovery
Tribunal, Mumbai against the said proceedings of our Company under the
SARFAESI Act. The Honble Debt Recovery Tribunal, Mumbai vide its
order dated 18.07.2014 stayed the proceedings initiated by our Company
under the SARFAESI Act, subject to MDHRPL depositing 20% of amount
claimed in the demand notice issued by our Company within 6 weeks, and
further 20% within 6 weeks thereafter. Being aggrieved by the aforesaid
order dated 18.07.2014, MDHRPL preferred an appeal before the Honble
Debt Recovery Appellant Tribunal, Mumbai (Marine Drive Hospitality
& Realty Private Limited Vs. IFCI Limited [Appeal No. 155/2014]) and
interalia prayed for: (a) quashing and setting aside of the said order dated
18.07.2014, and (b) restraint order against our Company from initiating
any further enforcement action against the assets of MDHRPL. Appeal of
MDHRPL has been allowed on 29.09.2014. However, the detailed order
is yet to be received. The financial asset of MDHRPL has been assigned
by the Company to Edelweiss Asset Reconstruction Company Limited
vide assignment agreement dated 30.09.2014.
6. Our Company has also filed an Original Application before the Honble
Debt Recovery Tribunal, Delhi (IFCI Limited Vs Marine Drive Hospitality
& Realty Private Limited [O.A. No. 260/ 2014]) for recovery of its claims
amounting to ` 184.25 crore (approx.) against MDHRPL. The Honble
Debt Recovery Tribunal, Delhi vide its order dated 08.09.2014 directed
Mr. Vinod Goenka to maintain status quo in respect of 16,32,108 equity
shares held by him in MDHRPL. The Honble Debt Recovery Tribunal,
Delhi further issued a show cause notice as to why receiver shall not be
appointed for inspecting the mortgaged property. Further the Honble
Debt Recovery Tribunal, Delhi also directed the guarantor, Hilton Hotel
to furnish the security to our Company to the tune of its dues against
MDHRPL failing which the defendant has been directed to show cause
as to why restrain order shall not be passed against its property. The next
date of hearing in the matter is fixed for 18.11.2014, before which the
defendants have been directed to file their written statements. The financial
asset of MDHRPL has been assigned by the Company to Edelweiss Asset
Reconstruction Company Limited vide assignment agreement dated
30.09.2014.
7. Our Company has initiated proceedings under the provisions of
SARFAESI Act against TRS Technology Private Limited (TTPL), for
15.
16.
17.
18.
19.
20.
21.
IFCI LIMITED
31
IFCI LIMITED
2.
3.
4.
5.
6.
7.
8.
of ` 4000 by the Managing Director and the compounding fees was duly
paid.
The Office of Registrar of Companies, NCT of Delhi and Haryana issued
a Show Cause Notice dated December 11, 2012 under section 307(7) for
contravention of section 307 of the Companies Act, 1956 to the Company
for not maintaining the register of Directors showing their share holdings
for the FY 2011-2012 and 2012-2013, hence being a violation of the
provisions of section 307 of the Companies Act, 1956. In response, the
Company has filed an application before the Company Law Board, New
Delhi Bench, New Delhi CA no. 16/278/2013-CLB for compounding of
offence as provided under section 621A(4)(a) of the Companies Act, 1956.
Pursuant to Order dated September 25, 2013 the offence was compounded
on payment of ` 12000/- for two years of default by the Company and MD
and ` 6000/- for two years of default by the Company Secretary and the
compounding fees was duly paid by the applicants.
The Office of Registrar of Companies, NCT of Delhi and Haryana issued
a Show Cause Notice dated December 11, 2012 under section 215(5)
for contravention of section 217(1)(e) of the Companies Act, 1956 to
the Company for not furnishing complete details in respect of foreign
exchange earnings and outgo in the Directors Report for the FY 2011,
hence being a violation of the provisions of section 217(1)(e) of the
Companies Act, 1956. In response, the Company has filed an application
before the Company Law Board, New Delhi Bench, New Delhi CA no.
16/279/2013-CLB for compounding of offence as provided under section
621A(4)(a) of the Companies Act, 1956. Pursuant to Order dated August
27, 2013 the offence was compounded on payment of ` 4000/- and the
compounding fees was duly paid by the Company.
The Office of Registrar of Companies, NCT of Delhi and Haryana issued
a Show Cause Notice dated December 11, 2012 under section 217(5)
for contravention of section 217(2A) of the Companies Act, 1956 to the
Company for not disclosing the particulars relating to the remuneration
to employees drawing not less than 5 Lakh per month, hence being a
violation under section 217(2A) of the Companies Act, 1956 during the
FY 2011. In response, the Company has filed an application before the
Company Law Board, New Delhi Bench, New Delhi CA no. 16/276/2013CLB for compounding of offence as provided under section 621A(4)(a)
of the Companies Act, 1956. Pursuant to Order dated August 27, 2013
the offence was compounded on payment of ` 4000/- by the Managing
Director and the compounding fees was duly paid.
The Office of Registrar of Companies, NCT of Delhi and Haryana
issued a Show Cause Notice dated December 11, 2012 under section
303(3) for contravention of section 303(2) of the Companies Act, 1956
to the Company for not filing Form-32 for the appointment of Executive
Director. In response, the Company vide letter dated December 28, 2012
clarified its stance that the Mr. Javed Yunus was never appointed as an
Executive Director of the Company, hence were not in non compliance.
The Office of Registrar of Companies, NCT of Delhi and Haryana issued
a Show Cause Notice dated December 11, 2012 under section 211(7) for
contravention of section 211of the Companies Act, 1956 to the Company
that the financial statement do not give true and fair view of the state
of affairs of the Company. In response, the Company vide letter dated
December 28, 2012 clarified its stance with respect to the observations
made and clarifications sought by Office of Registrar of Companies, NCT
of Delhi and Haryana.
The Office of Registrar of Companies, NCT of Delhi and Haryana issued
a Show Cause Notice dated December 11, 2012 under section 303(3)
for contravention of section 303(1) of the Companies Act, 1956 to the
Company for not maintaining the Register of Directors for the FY 2011.
In response, the Company has filed an application before the Company
Law Board, New Delhi Bench, New Delhi CA no. 16/275/2013-CLB
for compounding of offence as provided under section 621A(4)(a) of
the Companies Act, 1956. Pursuant to Order dated September 25, 2013
the offence was compounded on payment of ` 16000/- for two years of
default by the Company and CEO & Managing Director and ` 4000/- for
two years by the Company Secretary, and the compounding fees was duly
paid by the applicants.
The Office of Registrar of Companies, NCT of Delhi and Haryana issued
a Show Cause Notice dated December 11, 2012 under section 217(5)
for contravention of section 217(2AA) of the Companies Act, 1956 to
the Company for failure to disclose the information in respect of non
compliance with AS-9, AS-13 and AS-16 issued by ICAI in the Directors
Report, hence being a violation of section 217(2AA) of the Companies
Act, 1956. In response, the Company vide letter dated December 28,
2012 clarified its stance with respect to the observations and clarifications
sought by the Office of Registrar of Companies, NCT of Delhi and Haryana.
IFCI LIMITED
33
IFCI LIMITED
18. Reserve Bank of India has issued show cause notice against IFIN
Securities on January 23, 2013 for delay in intimating the public notice
dated December 24, 2010 for takeover of the IFIN Securities by IFIN.
IFIN Securities submitted its reply to the Reserve Bank of India. Reserve
Bank of India imposed a penalty of ` 5.00 lakh under Section (1) clause
(b) of Section 58G of the Reserve Bank of India, 1934 for the said noncompliance and IFIN Securities has paid the same.
Notices received from Stock Exchanges
Our Company has applied for desisting of shares from stock exchanges at New
Delhi, Kolkata, Chennai and Ahmedabad pursuant to receipt of shareholders
approval received vide resolution passed in the Annual General Meeting held
on September 10, 2001. However, the delisting approval is yet to be received
by our Company from the said exchanges. The exchanges have been issuing
notices to our Company for payment of the listing fees prior to according the
approval for delisting of securities. In this regard, Statutory Notices/ Legal
Notices have been issued by the said stock exchanges to the Company for
payment of the listing fees.
Other Proceedings involving our Company in the Ordinary course of business
Our Company has initiated numerous cases under section 138 of the Negotiable
Instruments Act, 1881, against our customers to recover money due under
dishonoured cheques which were presented to the Company. These cases
are pending across different courts in India. Our Company has also initiated
several arbitration proceedings against defaulting parties. These proceedings
are pending before various arbitrators. In cases where the arbitral award was
passed in our favour, we have filed execution petitions to execute the awards
and have several execution petitions pending for attachment of certain property
or for issuance of warrants before several courts in India. We have also filed
petitions under Section 9 of the Arbitration and Conciliation Act, 1996 for
restraining customers from disposing of certain property during the pendency
of the arbitration proceedings.
For details, please refer to Regulations and Policies on page 112 of the Shelf
Prospectus
1
2
3
4
5
6
7
8
9
10
LIC of India
4
5
8
9
10
150
47,48,342
10,00,000
25,61,050
31,756
2,000
60,000
10,00,000
1,000
1,000
1,000
1,00,000
10,00,000
10,000
589.83
6.22
573.66
6.05
260.00
2.74
250
300
18,86,456
1,447
2,100
10,000
20,000
8,000
1,099
5,401
12,000
1,750
10,00,000
1,00,000
1,000
10,00,000
1,00,000
25,000
10,000
5,000
10,00,000
1,00,000
10,000
10,00,000
216.64
2.29
214.70
2.27
175.91
1.86
175.00
1.85
13,06,000
3,645
938
6,14,000
8,000
3,161
6,640
1,64,000
1,000
1,00,000
10,00,000
1,000
10,00,000
1,00,000
10,000
1,000
167.05
1.76
155.20
1.64
138.65
1.46
III. BUSINESS
1. Key financial parameters on standalone basis for the last three audited
years and unaudited period of six months ended on September 30, 2014:
S. Particulars
No.
Net worth*
Total Debt
Of which:
- Non-current
maturities of Long
Term Borrowing
- Short Term
Borrowing
(` in crore)
Half year
Fiscal
Fiscal
Fiscal
ended
2014
2013
2012
September
30, 2014
6,065.71 5,798.32 5,490.10 4,323.71
22,096.70 20,769.74 17,915.25 21,337.77
18,124.37 17,342.11 14,224.67 17,474.98
837.41
247.95
14.68
384.44
IFCI LIMITED
35
IFCI LIMITED
No. of
Bonds
Shri P. G.
ACYPG5977E IFCI-V
4
Muralidharan
Option I
Shri Malay AANPM3876F Infra-II
4
Mukherjee
Option II
IFCI-IV 4
Option I
NCD
100
Shri Achal ACJPG8945M NCD
100
Kumar Gupta
20,000 Demat
5,000
20,000 Demat
6.
7.
8.
9.
10.
11.
12.
under Section 138 of the Negotiable Instruments Act, 1881 (IFCI Limited Vs
REI Agro Limited and Ors. [CC No. 3547/ 2014]) before the Court of Honble
Metropolitan Magistrate, Saket for dishonour of a cheque for the amount of 40.73
crore. The Honble Court was pleased to issue summons against the RAL and its
Managing Director. The matter is presently pending adjudication.
Our Company has filed Original Application against RAL before the Honble
Debt Recovery Tribunal, Delhi (IFCI Ltd Vs REI Agro Limited & Ors. [O.A. No.
323/2014]) for the recovery of the dues of our Company amounting to ` 40.75
crore (approx.). Notice has been issued and an interim restraint order has been
granted against the Defendants in respect of the mortgaged properties. The matter
is currently pending adjudication.
The compulsory convertible debentures (CCD), which have a face
valueof ` 10 lakh and were issued to our Company for cash value of
` 100.00 crore, by Coastal Project Limited (CPL). There was a default in
redemption of the CCD by the CPL and accordingly, our Company filed a petition
before the Honble High Court of Delhi (IFCI Limited vs. S. Surender and another
[O.M.P 1087 of 2012]). The Honble High Court of Delhi vide its order dated
23.11.2012 restrained CPL and its promoters from disposing of 21 immovable
properties. Subsequently, the said proceedings were adjourned sine die in view
of the reschedulement of terms and conditions of settlement entered into between
our Company and CPL. However, in view of the default in settlement terms,
our Company has filed an application for restoration of the injunction granted
by the Honble High Court of Delhi on the immovable properties of CPL and
its Promoters vide order dated 23.11.2012, which is allowed vide order dated
09.09.2014 and the Court has directed the Company to maintain the status quo in
respect of the properties.
Our Company has filed an Original Application against CPL before the Honble
Debt Recovery Tribunal, Delhi (IFCI Limited Vs Coastal Projects Limited [O.A.
230/ 2014]), for recovery of its outstanding dues to the tune of ` 108.54 crore.
The Notice has been issued and the matter is pending. The next date of hearing is
06.02.2015.
Our Company has filed an Original Application against MVL Limited (MVL)
and its guarantors before the Honble Debt Recovery Tribunal, Delhi (IFCI
Limited Vs MVL Limited [204/2012]) for recovery of its dues amounting to `
49.23 crore (approx.) alongwith interest. Our Company has obtained attachment
order for 76 flats at Bhiwadi, Rajasthan and also land at Yamunagar. Pursuant
to that MVL came forward and mortgaged the 76 flats to IFCI Limited with
IL&FS Trusteeship Private Limited, as security trustee (for the benefit of our
Company) and came up with restructuring proposal and made certain payments.
The restructuring proposal has been revoked and the Original Application is listed
for completion of pleadings before the Registrar. In the meanwhile, MVL filed
counter claim before the Honble Debt Recovery Tribunal, Delhi claiming the
reduction in the price of shares pledged with the Company. The matter is currently
pending. IFCI has also taken symbolic possession of 76 flats located at MVL
Coral project at Bhiwadi on 03.12.2014. IFCI has also issued winding up notice
to the company.
Our Company has filed an Original Application against Ess Ess Exim Private
Limited (EEEPL) before the Honble Debt Recovery Tribunal, Delhi (IFCI
Limited Vs Ess Ess Exim Private Limited [O.A. No. 53/ 2012]) for recovery of its
dues of ` 49.20 crore (approx.). Our Company had lend a corporate loan to EEEPL,
for the purpose of investment in its flagship company i.e. Surya Pharmaceutical
Limited (SPL) for providing growth capital for the expansion plan. In April 2012,
SPL was admitted to corporate restructuring, due to liquidity problem. Pursuant
thereto, our Company invoked the pledge of shares of SPL and sold the pledged
shares. EEEPL filed an application for the stay of sale of shares before Honble
Debt Recovery Tribunal which was dismissed, subsequently EEEPL filed appeal
before Honble Debt Recovery Appellant Tribunal, which also upheld the sale of
pledged shares by our Company. The Appeal has been dismissed by DRAT, Delhi
on 26.11.2014.
EEEPL has also filed application before the Honble Debt Recovery Tribunal,
Delhi for the amendment of written statement filed in the Original Application
viz. O.A No. 53/2012, and made a counter claim of ` 29.82 crore (approx.)
against our Company for the losses suffered by its due to the sale of shares of
SPL, thereby causing the drastic reduction in the market price of the shares which
in turn caused huge losses to SPL and EEEPL. The said application was allowed
by the Honble Debt Recovery Tribunal, Delhi. Our Company has preferred an
appeal before the Honble Debt Recovery Appellant Tribunal, Delhi against the
said order. The said appeal has been dismissed by DRAT, Delhi on 26.11.2014.
Our Company has also subscribed to the Cumulative Convertible Preference
Shares (CCPS) issued by NLL aggregating to ` 26.00 crore. Consequent to default
in payments on CCPS, our Company filed an Original Application against NLL
and its promoters before the Honble Debt Recovery Tribunal- I, Delhi (IFCI
Limited vs. Neesa Leisure Limited and others [O.A No. 192/2012]) for recovery
of the CCPS facility of ` 40.78 crore (approx.). The Honble Debt Recovery
Tribunal was pleased to pass a restraint order in respect of properties of the
IFCI LIMITED
37
38
IFCI LIMITED
(c) in unencumbered securities mentioned clauses (a) to (d) and (ee) of section 20 of
the Indian Trusts Act, 1882; (d) in unencumbered bonds issued by any other company
which is notified under clause (f) of section 20 of the Indian Trusts Act, 1882. The
amount deposited or invested, as the case may be, shall not be utilised for any purpose
other than for the repayment of debentures maturing during the year referred to above,
provided that the amount remaining deposited or invested, as the case may be, shall not
at any time fall below 15% of the amount of debentures maturing during the 31st day of
March of that year.
Issue Related Expenses
The expenses of this Tranche- II Issue include, among others, fees for the Lead Managers,
printing and distribution expenses, legal fees, advertisement expenses and listing fees.
The estimated Issue expenses to be incurred for the Tranche II Issue (assuming the full
subscription upto the Residual Shelf Limit) are as follows:
Activity
Fees to intermediaries (Lead Management Fee,
brokerage, rating agency, registrar, legal advisors,
Debenture Trustees etc.)
Advertising and Marketing Expenses
Printing, Stationery and Postage
Others (including stamp duty and registration charges, if any)
Total
Expenses (in `)
103,624,164
2,500,000
5,500,000
5,500,000
117,124,164
The above expenses are indicative and are subject to change depending on the actual
level of subscription to the Tranche- II Issue and the number of Allottees, market
conditions and other relevant factors. The above expenses are exclusive of applicable
taxes.
No Reservation or Discount
No portion of this Issue has been reserved.
Common Form of Transfer
There will be a common form of transfer for NCDs held in physical form and relevant
provisions of the Companies Act and other applicable laws will be duly complied with
in respect of all transfers of the NCDs and registration thereof. The transfer of NCDs in
demat form will be done as per the procedure/rules prescribed by the Depositories and
Depository Participants.
Dividend
The Companyhas paid dividend of ` 553.07 crore in the last 5 (five) financial years. For
further details, please refer to Other Regulatory and Statutory Disclosures on Page
22 of Prospectus Tranche - II.
Previous Issue
Except as stated in the Sections titled Capital Structure and Description of Certain
Indebtedness on pages 42 and 92 respectively of the Shelf Prospectus, our Company
has not made any other issue of non-convertible debentures. Further, save and except
as disclosed in Description of Certain Indebtedness of the Shelf Prospectus our
Company has no outstanding listed/ unlisted/ rated/ unrated, secured/ unsecured, non
convertible debentures/ bonds as at September 30, 2014.
Other than as specifically disclosed in the Shelf Prospectus, our Company has not issued
any securities for consideration other than cash.
Previous Public or Rights Issues by the Company during last 5 (five) years
Our Company has not undertaken any public or rights issue of any securities for the last
5 years, other than the issuance of secured, redeemable, non-convertible debentures of
face value of ` 1,000 each for an amount of ` 250.00 crore (Base issue size) with an
option to retain oversubscription upto the shelf limit of ` 2000.00 crore, pursuant to a
Shelf Prospectus dated October 13, 2014 and Prospectus Tranche-I dated October 13, 2014.
Commission or Brokerage on Previous Issues
In relation to the issuance of secured, redeemable, non-convertible debentures of face
value of ` 1,000 each for an amount of ` 1209.187 crore, pursuant to the Prospectus
Tranche-I dated October 13, 2014, the Company is in the process of finalization
payment of the commission/ brokerage to the brokers/ ASBA collection bankers and
lead managers. For details, see Prospectus Tranche-I dated October 13, 2014.
Utilisation details of Previous Issues
Save and except the Tranche- I Issue, the proceeds of the previous public issuances have
been fully utilised according to the objects mentioned in the respective prospectus. In
relation to the Tranche- I Issue, the Company is in the process of utilising the proceeds
thereof in accordance with the objects of the Tranche-I Issue mentioned in Prospectus Tranche-I.
Change in auditors of the Company during last three years
For further details, please refer to Other Regulatory and Statutory Disclosures on
Page 22 of Prospectus Tranche - II.
Revaluation of assets
Except the details stated below for the year 2010, there has not been any revaluation of
assets for the last five years:
(` in crore)
Particulars
Land
Building
Total Revaluation
347.27
686.64
IFCI LIMITED
39
S.
No.
1.
2.
3.
4.
5.
6.
7.
8.
Name of Signatory
For further details, please refer to Other Regulatory and Statutory Disclosures on
Page 22 of Prospectus Tranche - II.
RISK FACTORS
You should carefully consider all the information in the Shelf Prospectus, including
the risks and uncertainties described below, and under Business on page 58 of the
Shelf Prospectus and Annexure A - Financial Statements of the Shelf Prospectus,
before making an investment in the NCDs. The risks and uncertainties described in this
section are not the only risks that we currently face. Additional risks and uncertainties
not known to the Company or that the Company currently believes to be immaterial may
also have an adverse effect on its business, prospects, results of operations and financial
condition. If any of the following or any other risks actually occur, the Companys
business, prospects, results of operations and financial condition could be adversely
affected and the price and value of your investment in the NCDs could decline such that
you may lose all or part of your investment.
The financial and other related implications of risks concerned, wherever quantifiable,
have been disclosed in the risk factors mentioned below. However, there are certain risk
factors where such implications are not quantifiable and hence any quantification of
the underlying risks has not been disclosed in such risk factors. The numbering of risk
factors has been done to facilitate ease of reading and reference, and does not in any
manner indicate the importance of one risk factor over another.
You should not invest in the Issue unless you are prepared to accept the risk of losing
all or part of your investment, and you should consult your own tax, financial and legal
advisors about the particular consequences of an investment in the NCDs.
unless otherwise stated, our financial information used in this section is derived from our
Reformatted Financial Statements, prepared in accordance with accounting standards
generally accepted in India and Limited Review Financial Statements.
40
IFCI LIMITED
55. Natural calamities could have a negative impact on the Indian economy and could
cause our business to be adversely affected.
56. Difficulties faced by other banks, financial institutions or the Indian financial
sector generally could cause our business to be adversely affected.
57. Any down grading of Indias debt rating by an international rating agency could
have a negative impact on our business.
58. The market value of your investment may fluctuate due to the volatility of the
Indian securities market.
59. If regional hostilities, terrorist attacks or social unrest in India increases, our
business could be adversely affected.
60. A decline in Indias foreign exchange reserves may affect liquidity and interest
rates in the Indian economy, which could adversely impact our financial condition.
For further details, please refer to Risk Factors page 9 of the Shelf Prospectus.
DECLARATION
We, the undersigned Directors of the Company, hereby certify and declare that all
relevant provisions of the Companies Act, 1956/ the Companies Act, 2013 as applicable
on the date of the Prospectus Tranche- II and rules made thereunder and the guidelines
issued by the Government of India and/ or the regulations/ guidelines/ circulars issued
by the Reserve Bank of India and Securities and Exchange Board of India Act, 1992 as
applicable, including the Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008, as amended, in connection with the Issue have been
complied with.
We further certify that the disclosures and statements made in the Prospectus TrancheII, which is to be read with the Shelf Prospectus, are true and correct and do not omit
disclosure of any material fact which may make the statements made therein, in light
of circumstances under which they were made, misleading and that the Prospectus
Tranche- II does not contain any misstatements. We further certify that the disclosures
and statements made in the Prospectus Tranche- II are in conformity with the relevant
provisions of the Companies Act, 2013 to the extent applicable as on the date of this
Trance Prospectus and rules made thereunder, Securities and Exchange Board of India
(Issue and Listing of Debt Securities) Regulations, 2008, as amended and nothing in the
Prospectus Tranche- II, which is to be read with the Shelf Prospectus, is contrary to the
provisions of the Companies Act, 1956/ the Companies Act, 2013, as applicable on the
date of the Prospectus Tranche- II, the Securities Contracts (Regulation) Act, 1956, or
the Securities and Exchange Board of India, 1992 and the rules, regulations, circulars or
guidelines made/ issued thereunder.
SIGNED BY THE BOARD OF DIRECTORS
1. Shri S.V. Ranganath, Non- Executive Chairman*
2. Shri Malay Mukherjee, Chief Executive Officer and Managing Director
3. Shri Achal Kumar Gupta, Deputy Managing Director
4. Shri Anurag Jain, Government Director
5. Shri Alok Tandon, Government Director
6. ShriP G Muralidharan, Director*
7. Smt. Kiran Sahdev, Director*
8. Smt. Savita Mahajan, Director*
9. Shri K.S. Sreenivasan, Director*
10. Prof. N. Balakrishnan, Director*
11. Shri S N Ananthasubramanian, Director*
12. Shri Arvind Sahay, Director*
* Signed by their duly constituted attorney Shri Malay Mukherjee
Place: New Delhi
Date: December 23, 2014
IFCI LIMITED
41
Applications Forms for the Issue will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) or such extended time as may be permitted by the
Stock Exchange, during the Issue Period as mentioned above on all days between Monday and Friday (both inclusive barring public holiday), (i) by the Members
of the Syndicate or the Trading Members of the Stock Exchange(s), as the case maybe, at the centers mentioned in Application Form through the non-ASBA mode
or, (ii) in case of ASBA Applications, (a) directly by the Designated Branches of the SCSBs or (b) by the centers of the Members of the Syndicate or the Trading
Members of the Stock Exchange, as the case may be, only at the Specified Cities. On the Issue Closing Date the Application Forms will be accepted only between
10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until 5.00 p.m. or such extended time as may be permitted by the Stock Exchange.
Due to limitation of time available for uploading the Applications on the Issue Closing Date, Applicants are advised to submit their Application Forms one
day prior to the Issue Closing Date and not later than 3.00 p.m (Indian Standard Time) on the Issue Closing Date. Applicants are cautioned that in the
event if a large number of Applications are received on the Issue Closing Date, there may be some Applications which may not uploaded due to lack of
sufficient time for uploading. Any such Applications which are not uploaded will not be considered for allocation under the Issue. Application Forms will
only be accepted on Working Days during the Issue Period. Neither our Company, nor the Members of the Syndicate or Trading Members of the Stock
Exchange(s) shall be liable for any failure in uploading the Applications due to failure in any software/ hardware systems or otherwise.
BIDDING OF ASBA APPLICATIONS BY SYNDICATE AND / OR SUB SYNDICATE MEMBERS AND / OR REGISTERED BROKERS
In case of a Bidder applying through ASBA Process at Syndicate ASBA Centers / Registered Broker Centers, the ASBA Bidder can also submit their Bid cum Application
Form with the Syndicate Members or their Sub Syndicate Members or Registered Broker for uploading of the Bids. The respective Syndicate Member or the Sub Syndicate
Member or the Registered Broker after uploading of the Bid shall forward the Bid cum Application Form to the specified branch of SCSBs for blocking of funds. At all
other places (except the centers, as above), the Bid cum Application Forms should be submitted with the Designated Branch of SCSBs only.
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Contact Person
Mr Kirit Rathod,
Vice President
Sri Ashok Kulkarni
Mr Amod Kumar
P.P. Muraleedharan
Rajiv Nair /
Anoop Jaiswal
Shri. N. K. Chandak
Capital Market Services Branch, PNB House, Fort, Sir P. M. Road, Mumbai
9 Deutsche Bank
Mumbai Samacchar Marg, 66/80, Mumbai Samachar Marg, Post Bag No. 253 & 518,
Fort, Mumbai - 400023.
FIG OPS Department, HDFC Bank Limited , Lodha, I Think Techno Campus, O-3 Level,
Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai - 400 042 Maharashtra.
Mumbai Main Office
Capital Market Division,Fort
Head Office Bldg 41/2,M G Road Bangalore.
Fort Branch, 1st Floor, Janmangal, 45/47, Mumbai Samachar Marg, Mumbai 23
Bank of Baroda
ICICI Bank Ltd
Vijaya Bank
Bank of Maharashtra
Contact Number
022-40754981 / 82 / 83 /
9820850829
040-23387325
22841406/ 22842764 /
9870340031
0471-2333676
022-6670 0659 /
66700660
0141-2744415 /
9413398505
022 66229031 / 9164
/ 9070
Tel 022- 22621122,
22621123,
022-6600 9428 /
022-66009419
022- 22629408
Fax
022-40754996
040-23387743
022-22843823
0471-2338134
022-66700669
0141-2744457
022 24974875
022 22621124
022-66009666
40468314, 40468307
022-22835236
022-22627600
022-22611138
080-25584385
022-22694160/22652595/ 022-22681296
22663947/ 9730000438
State Bank Of India
Capital Market Branch (11777), Videocon Heritage Building (Killick House),
022-22094932 /
022-22094921
Charanjit Rai Marg, Fort, Mumbai-400 001
9870498689
Andhra Bank
18, Homi Modi Street, P.B.No. 114, Nanavati Mahalaya, Fort Branch, Mumbai-400023.
022-22026088 /
022-22047626
HSBC Limited
3rd Floor, PCM Dept. Umang, Plot CTS No. 1406-A/28, Mindspace, Malad (West),
Mr Jagrut Joshi
(022) 67115485/
(022) 66536005
Mumbai 400 064 (address of IPO Operations office)
9870403732
Kotak Mahindra Bank Ltd. Kotak Infiniti, 6th Floor, Building No. 21, Infinity Park, Off Western Express Highway,
Prashant Sawant
+91 22 66056959 /
+91 22 66056642
General AK Vaidya Marg, Malad (E)
+91 9967636316
Bank of India
Phiroze Jeejeebhoy Tower, (New Stock Exchange Bldg), P. J. Tower, Dalal Street, Fort,
Shri. Navin Kumar Pathak
022-22723631 / 1677
022-2272 1782
Mumbai 400 023.
Senior Manager
/ 9619810717
CITI Bank
Citigroup Center, Plot No C-61, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051
S Girish
022-26535504,
022-26535824
98199 12248
IndusInd Bank
Fort Branch, Sonawala Building, Mumbai Samachar Marg, Fort, Mumbai-400 001
Mr. Yogesh Adke
9833670809 /
022 - 22644834
Dy. Vice President
022-66366589 / 91 / 92
Allahabad Bank
Allahabad Bank, Fort Branch, 37, Mumbai Samachar Marg Post Box No. 282, Mumbai, Maharashtra 400 023 Shri S. K. Jain Chief Manager
(022)- 22655739, 22662018 (022)- 22661935
Karur Vysya Bank Ltd
Demat Cell, Second Floor, No 29, Rangan Street, T. Nagar, Chennai - 600 017.
Nori Subrahmanyam
044-24340374
044-24340374
The Federal Bank Limited ASBA CELL, Retail Business Dept., Federal Bank, Marine Drive, Ernakulam 682031
Dhanya Dominic
0484-2201847
4842385605
Indian Bank
Nandanam Branch- 480 Anna Salai, Nandanam 600035
Mr. V Muthukumar / Mr. M Veerabahu 044 24330233
044 24347755
Central Bank of India
Ground floor, Central Bank of India, Central Bank Building, Fort, Mumbai 400001
Mr. Vineet Bansaj
022- 22623148, 22623149 022-22623150
Oriental Bank of Commerce 67, Bombay Samachar Marg, Sonawala Building, Fort, Mumbai -400001
Shri B.K. Palrecha Asstt. General Manager 022-22654791/95
022-22654779
Standard Chartered Bank Crescenzo, 3rd Floor, C/3839, G-Block, Opp. MCA Club, Brandra- Kurla Complex, Bandra (E), Mumbai 400 051 Rohan Ganpule
022-61157250 / 022-61157234 022-26757358
J P Morgan Chase Bank, N.A. J.P. Morgan Tower, Off C.S.T. Road, Kalina Santacruz - East, Mumbai - 400 098
Nandita Halady
6157 3833
6157 3910
Nutan Nagrik Sahakari Bank Ltd. Opp samratheshwar mahadev, Nr, Law Garden, Ellisbbridge.
Miti shah
9879506795
7926564715
UCO Bank
Mumbai Main (Retail) Br., UCO Bank Bldg., D. N. Road, Mumbai- 400 023
Manager
022 40180105
2222870754
Canara Bank
Capital Market Service Branch, 407, 4th Floor, Himalaya House, 79, Mata Ramabai Ambedkar Marg,
Mr. Arvind Nambev Pawar
022-22661618 / 022022-22664140
Mumbai - 400 001.
22692973 / 9769303555
United Bank of India
Global Cash Management Services Hub, 4th Floor,United Bank of India, United Tower, Head Office,11, Hemanta Basu Sarani, Kolkata 700 001. AGM (CMS & Demat)
033 22624175/ 2262417
Syndicate Bank
Capital Market Services Br. 26A, First Floor, Syndicate Bank Bldg, P. M.Road, Fort, Mumbai - 400 001
P Padmavathy Sundaram, Chief Manager 022-22621844
022-22700997
South Indian Bank
ASBA Cell (NODAL OFFICE)1st Floor, SIB Building, Market Road, Ernakulam 682035, Kerala, India.
John K Mechery
9645817905
0484-2351923
Indian Overseas Bank
Chennai DP Branch, Mezzanine Floor, Cathedral Branch, 762, Anna Salai, Chennai -600 002
Mr. R.S. Mani / Mr. M. Sasikumar
044-28513616/
044- 28513619
28513617/ 28513618
Tamilnad Mercantile
Tamilnad Mercantile Bank Ltd., Depository Participant Services Cell, Third Floor, Plot No.4923, Ac/16, 2Nd Mr. N. Rajasegason
044-26192552
044-26204174
Bank Ltd.
Avenue, Anna Nagar (West), Chennai - 600 040, Tamilnadu, India
City Union Bank Ltd.
48, Mahalakshmi St.,T.Nagar, Chennai - 600 017.
Sivaraman
044 - 24340010, 24343517, 044 - 24348586
24346060, 24348586 , 380286558,
9382642081, 9380286558
BNP Paribas
BNP Paridas House 1, North Avenue Maker Maxity, Bandra Kurla Complex,
Mr. Prem Mariwala / Mr. Dipu SA /
022-61964570 / 022022-61964595
Bandra (East), Mumbai - 400 051.
Mr. Pratima Madiwala
61964594 / 022-61964592
The Kalupur Commercial Kalupur Bank Bhavan, Nr. Income Tax Circle, Ashram Road, Ahmedabad-380 014
Jay V. Pathak Manager
079-27582028
079-27544666
Co Operative Bank Ltd.
Bank of America N.A.
EA Chambers, Express Avenue 8th Floor No. 49, 50L, Whites Road, Royapettah, Chennai 600014
Swaminathan Ganapathy, A.S. Sreedharan 044-42904526 / 044-42904591 044-43528911
The Lakshmi Vilas Bank Ltd. Bharat House, Ground Floor, 104, Bombay Samachar Marg, Fort Mumbai-400001
S. Ramanan
022-22672255 / 22672247(M) 22670267
22673435(CM)
State Bank of Patiala
CO 99-102, Sector - 8C, Chandigarh
Shailendra Kumar
07208048007 / 022-22678041 022-22656346
State Bank of Mysore
Dalal Street, P.B.No.1066, #24/28, Cama Building, Dalal Street, Fort, Mumbai-400001.
Mr.Rajeshwar Das, Manager
9022469176
022-22656346
The Surat Peoples Co-op Bank Ltd Central Office.Vasudhara Bhavan, Timaliyawad, Nanpura, Surat 395001
Mr. Iqbal Shaikh
0261-2464577
0261-2464577, 592
*Dhanlaxmi Bank Limited The Dhanlaxmi Bank Ground Floor, Janmabhoomi Bhavan, Plot 11 -12, Janmabhoomi Marg, Fort Mumbai, Maharashtra - 400 001 Gunavati Karkera
022 2202535
022-22871637
The Saraswat Co-operative Madhushree, Plot No. 85, 4thFloor, District Business Centre, Sector 17, Vashi, Navi Mumbai 400703
Mrs. Shilpa S. Mulgaokar
(O) 27884161, 27884162, 27884163, 27884153
Bank Ltd.
27884164, (M) 9820629199
DBS Bank Ltd
DBS Bank Ltd, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, 400 001
Amol Natekar
+91 22 6613 1213
+91 22 6752 8470
Dena Bank
Dena Bank, Capital Market Branch, 17, B, Horniman Circle, Fort, Mumbai 400 023
Branch Manager
022-22661206, 22702881 022-22694426/22702880
Karnataka Bank Ltd
The Karnataka Bank Ltd, MangaloreH O Complex Branch, Mahaveera Circle, Kankanady, Mangalore 575002 Ravindranath Baglodi, Sr.Manager
0824-2228139 /140 /141 0824-2228138
The Ahmedabad Mercantile Head office :-"Amco House", Nr. Stadium Circle, Navrangpura, Ahmedabad-09
Bimal P Chokshi
079-26426582-84-88
079-26564863
Co-Op. Bank Ltd.
Ing Vysya Bank Ltd
No. 69, Ramaiah Complex, Roopena Agrahara, Hosur Road, Bangalore -560068.
Akshay Hegde, Srinivas P., Shehzeen 080-22532104/22532103/22532102/ 080-22532111
Ahmed, N. Prashant, Ranjit Raghvnandanan 22532125 / 080-25005000 Extn. 1517
Janata Sahakari Bank Ltd. N.S.D.L. Department, Bharat Bhavan, 1360, Shukrawar Peth, Pune - 411002.
Shri Ajit Manohar Sane
020-24431011, 020-24431016 020-24431014
Barclays Bank PLC.
601/603 Ceejay House, Shivsagar Estate, Dr Annie Besant Road, Worli, Mumbai - 400018
Mr. Parul Parmar
022-67196400 / 6575
022-67196996
ASBA Applicant may approach any of the above banks for submitting their application in this Offer. For the complete list of SCSBs and their Designated Branches please refer to the website of SEBI (http://
www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries). A list of SCSBs is also displayed on the website of BSE and NSE at www.bseindia.com and www.nseindia.com, respectively.
* The details of Dhanlaxmi Bank have been removed, pursuant to expiration of their registration as Banker to Issue on November 30, 2012. Dhanlaxmi Bank has applied for fresh registration.
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IFCI LIMITED