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Private & Confidential ot for Circulation

[This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities), Guidelines, 2008] PRIVATE PLACEME T OF 80CCF TAX SAVI G IFCI LO G TERM I FRASTRUCTURE BO DS - SERIES-III I FORMATIO MEMORA DUM IFCI LIMITED Registered & Corporate Office: IFCI Tower, 61, Nehru Place, New Delhi - 110019 Tel No.: (011) 41792800, 41732000 Fax No. 91-11- 26230029, 26230466 E-mail: infrabonds@ifciltd.com, Website: www.ifciltd.com

PRIVATE PLACEME T OF IFCI LO G TERM I FRASTRUCTURE BO DS- SERIES III OF RS.5,000/- EACH FOR CASH AT PAR WITH BE EFITS U DER SECTIO 80CCF OF THE I COME TAX ACT, 1961 REGISTRAR TO THE ISSUE TRUSTEE FOR THE BO DHOLDERS

Karvy Computershare Private Limited

Plot nos.17-24, Vittal Rao Nagar Madhapur, Hyderabad 500 081 Toll Free No.1-800-3454001 Tel : +91 40 4465 5000 Fax: +91 40 2343 1551

IDBI Trusteeship Services Limited Asian Building, Gr. Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400 001 Tel: (022) 4080 7000 Fax: (022) 6631 1776

ISSUE OPE S O ISSUE CLOSES O DEEMED DATE OF ALLOTME T

September 21, 2011 ovember 14, 2011 December 12, 2011

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

ARRA GERS TO THE ISSUE (In alphabetical order)

Almondz Global Securities Limited 2nd Floor, 3 Scindia House Janpath, New Delhi - 110 001

Bajaj Capital Limited th Bajaj House, 5 Floor 97, Nehru Place, New Delhi-110 019

ICICI Securities Ltd. Shree Sawan Knowledge Park, Plot NO. D-507, T.T .C. Industrial Area, M.I.D.C., strial Turbhe, Navi Mumbai- 400 706

IFCI Financial Services Ltd. 2B (1), Ground Floor, Film Centre 68, Tardeo Road, Mumbai 400 034

Karvy Investor Services Limited 2nd Floor, Regent Chambers, Nariman Point,Mumbai - 400 021 Tel: D +91 22-22895190/5174 Fax : +91 22-30204040

RR Investors Capital Services Pvt Ltd 47, M M Road, Rani Jhansi Marg, Jhandewalan, New Delhi 110 055 Tel: 011-23636362/63, 9312940483 23636362/63, Fax: 011-23636666

Stock Holding Corporation of India Ltd. SHCIL HOUSE , Plot No. P - 51 , T.T.C. Industrial Area, MIDC , Mahape , Navi Mumbai - 400710 Tel:(022) 61778500 Fax No. : (022) 61779049

SBICAP Securities Limited


Mafatlal Chambers, C wing, 2nd Floor, N M Joshi Marg, Lower Parel, Mumbai - 13 Tel : 022-4227 3446 Fax no: 022-4227 3390

TRUST I VESTME T ADVISORS PVT. LTD.

109/110, Balrama, 1st Bandra Kurla Complex, Bandra (East), Mumbai 400051. TelNo. 022-408450002

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

TABLE OF CO TE TS I II III IV DEFI ITIO S/ABBREVIATIO S......4 DISCLAIMER STATEME T.......................................................................................................6 RISK FACTORS..............................................................................................................................7 GE ERAL I FORMATIO ........................................................................................................12 i. ii. iii. iv. v. vi. vii. viii. ix. V Registration Arrangers Registrar Trustees Bankers Credit Rating Listing Future Resource raising Permission/consent from prior creditors

THE ISSUE A. ISSUE STRUCTURE (SUMMARY)................................................................................16 B. TERMS OF THE ISSUE....................................................................................................17 i. Issue ii. Subscription related payments iii. Title iv. Nomination v. Transfer vi. Interest vii. Tenor & Redemption viii. Modes of payment ix. Debentures Trustee x. Rights of bondholders

VI VII

STATEME T OF TAX BE EFITS..........................................................................................31 PROCEDURE OF APPLICATIO ...........................................................................................33 i. ii. iii. iv. v. Who can apply How to apply Payment Instructions Rejection of Applications Letters of allotment/refund order

VIII

ABOUT IFCI LTD.......................................................................................................................39 i. ii. iii. iv. Background and Main Objects Board of Directors Operational performance Details of other borrowings

IX

APPE DICES i. Notification for issuance of Infrastructure Bonds........................................................51 ii. Rating assignment letters........................................................................................53-58 iii. Consent letter of Debenture Trustee............................................................................59 iv. List of Collecting Branches.........................................................................................60

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

DEFI ITIO S/ ABBREVIATIO S Arrangers Almondz Global Securities Ltd., Bajaj Capital Ltd., ICICI Securities Ltd., IFCI Financial Services Ltd., Karvy Investor Services Ltd., RR Investors Capital Services Ltd., SBICAP Securities Ltd., Stock Holding Corporation of India Ltd. and Trust Investment Advisors Pvt. Ltd. Articles of Association of IFCI Ltd. The Board of Directors of IFCI Ltd. or Committee thereof Unsecured, Redeemable, Non-Convertible Bonds Series-III having benefits under section 80 CCF of the Income Tax, 1961 for Long Term Infrastructure Bonds The date of closure of register of Bonds for payment of interest and repayment of principal The amount specified as the buyback amount for the various options of bonds The date on which the buyback of the Bonds shall be effected by the Company The period during which the request of investor for buyback should be received by the Issuer Capital Adequacy Ratio Central Depository Services (India) Ltd. IFCI Limited Non-Convertible debt securities which create or acknowledge indebtedness and include debenture, bonds and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time The Depositories Act, 1996, as amended from time to time. A Depository participant as defined under Depositories Act Bombay Stock Exchange Ltd. Debt Equity Ratio Director(s) of IFCI Ltd. unless otherwise mentioned Disclosure Document dated September 20, 2011 for Private Placement of Unsecured, Redeemable, Non-Convertible Bonds Series III having benefits under section 80 CCF of the Income Tax, 1961 for Long Term Infrastructure Bonds Depository Participant Earning Per Share Financial Institutions Foreign Institutional Investors Period of twelve months period ending March 31, of that particular year Government of India/ Central Government Hindu Undivided Family 4

Articles Board/ Board of Directors Bonds

Book Closure/ Record Date Buyback Amount Buyback Date Buyback Intimation Period CAR CDSL Company Debt Securities

Depository Depositories Act Depository Participant Designated Stock Exchange DER Director(s) Disclosure Document

DP EPS FIs FIIs Financial Year/ FY GoI HUF

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Issuer/ IFCI/ Company IFCI Ltd. I.T. Act The Income Tax Act, 1961, as amended from time to time Listing Agreement Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide circular no.SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 and Amendments to Simplified Debt Listing Agreement for Debt Securities issued by Securities and Exchange Board of India vide Circular No. SEBI/IMD/DOF-1/BOND/Cir-1/2010 dated January 07, 2010 MoF Ministry of Finance Notification Notification SO.2060(E) No.50/2011/F.No.178/43/2011-SO(ITA.1)

dated September 9, 2011, issued by CBDT, Deptt. of Revenue, Ministry of Finance, Government of India
NPAs NRIs NSDL OCBs PAN PLR Rs. RBI RTGS Registrar SEBI SEBI Act SEBI Regulations Non Performing Assets Non Resident Indians National Securities Depository Ltd. Overseas Corporate Bodies Permanent Account Number Prime Lending Rate Indian National Rupee Reserve Bank of India Real Time Gross Settlement Registrar to the Issue, in this case being Karvy Computershare Pvt. Ltd. The Securities and Exchange Board of India, constituted under the SEBI Act, 1992 Securities and Exchange Board of India Act, 1992, as amended from time to time Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LADNRO/GN/2008/13/127878 dated June 06, 2008 Tax Deducted at Source The Companies Act, 1956 as amended from time to time Issue through Private Placement of 2,00,000 Unsecured, Redeemable, NonConvertible Long Term Infrastructure Bonds Series-III having benefits under section 80 CCF of the Income Tax Act, 1961, for Long Term Infrastructure Bonds (in the nature of promissory notes of Rs.5000/- each) with unspecified green shoe option, to retain over-subscription for issuance of additional Infrastructure Bonds.

TDS The Companies Act/ The Act The Issue/ The Offer/ Private Placement

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

DISCLAIMER STATEMENT This Information Memorandum is neither a Prospectus nor a statement in lieu of Prospectus. It does not constitute an offer or an invitation to the Public to subscribe to the IFCI Long Term Infrastructure Bonds issued by IFCI Limited. This Information Memorandum is not intended for distribution and is for the consideration of the person to whom it is addressed and should not be reproduced/redistributed by the recipient. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same entity shall be deemed to be offered to the same person. The securities mentioned herein are being issued strictly on a private placement basis and this offer does not constitute a public offer/invitation. This Information Memorandum is not intended to form the basis of evaluation for the potential investors to whom it is addressed and who are willing and eligible to subscribe to these IFCI Long Term Infrastructure Bonds issued by IFCI. This Information Memorandum has been prepared to give general information regarding IFCI to parties proposing to invest in this issue of IFCI Long Term Infrastructure Bonds and it does not purport to contain all the information that any such party may require. IFCI and the Arrangers do not undertake to update this Information Memorandum to reflect subsequent events and thus it should not be relied upon without first confirming its accuracy with IFCI. Potential investors are required to make their own independent valuation and judgment before making the investment and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in the Bonds. It is the responsibility of potential investors to have obtained all consents, approvals or authorisation required by them to make an offer to subscribe for, and purchase the Bonds. Potential investors should not rely solely on information in the Information Memorandum or by the Arrangers nor would providing of such information by the Arrangers be construed as advice or recommendation by the Issuer or by the Arrangers to subscribe to and purchase the Bonds. Potential investors also acknowledge that the Arrangers do not owe them any duty of care in respect of their offer to subscribe for and purchase of the Bonds. It is the responsibility of potential investors to also ensure that they will sell these Bonds in strict accordance with this Information Memorandum and other applicable laws, and that the sale does not constitute an offer to the public within the meaning of the Companies Act, 1956. Potential investors should also consult their own tax advisors on the tax implications of the acquisitions, ownership, sale and redemption of Bonds and income arising thereon. The Company may have included statements in this Information Memorandum, which contain words or phrases such as will, would, aim, aimed, will likely result, is likely, are likely, believe, expect, expected to, will continue, will achieve, anticipate, estimate, estimating, intend, plan, contemplate, seek to, seeking to, trying to, target, propose to, future, objective, goal, project, should, can, could, may, will pursue, our judgment and similar expressions or variations of such expressions, that are forward-looking statements. Actual results may differ materially from those suggested by the forward-looking statements due to certain risks or uncertainties associated with the Companys expectations. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains, losses or impact on net interest income and net income could materially differ from those that have been estimated.

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

RISK FACTORS Prospective investors should carefully consider the risks and uncertainties described below, in addition to the other information contained in this Information Memorandum before making any investment decision relating to the Issue. Investors must rely on their own examination of the Company and this Issue, including the risks and uncertainties involved. I TER AL RISK FACTORS 1) CREDIT RISK As a financial institution, the risk of default and non-payment by borrowers and other counterparties is one of the most significant risks which may affect our profitability and asset quality. Our loan portfolio consists of loans provided to large corporates, and medium scale enterprises, with the earlier segment constituting a significant portion of our portfolio. While large corporate customers are generally stable in their risk profile, the relatively large sized single ticket exposures to the same can impact profitability and result in NPAs on even a small number of defaults. The borrowers and/or guarantors and/or third parties may default in their repayment obligations due to various reasons including insolvency, lack of liquidity, and operational failure. Besides macroeconomic conditions, we face risks specific to each line of our business. Though the Companys total provisioning against the NPAs, with 94% provision coverage, may be considered at present adequate to cover all the identified losses in the loan portfolio, there may not be any assurance that in the future, provisioning levels, though compliant with regulatory requirements, will be sufficient to cover all anticipated losses. This is because the Company may not be able to meet our recovery targets for NPAs set for the particular fiscal year due to the general economic slowdown at both global and domestic levels and other factors mentioned above. 2) HIGHER COST OF BORROWI GS We may not be able to access funds at competitive rates and such higher cost of borrowings could have a significant impact on the scale of our operations and on our profit margins. Our growing business needs would require us to raise funds through commercial borrowings. Our ability to raise funds at competitive rates would depend on our credit rating, regulatory, economic and financial markets environment in the country and on the price and availability of liquidity in the financial markets. Besides any domestic developments, changes in the international markets also affect the Indian interest rate environment, and may relatively impact our borrowing costs. A substantial position of our borrowing is on floating interest rate basis, which has been rising due to policy rate hikes by RBI. Further increase in interest rates would affect the NIM and profitability of the company adversely. We may also face certain restrictions in raising lower cost sources of funds from international markets, which could affect our ability to carry out business operations and expansion plans. 3) DELAY I E FORCI G COLLATERAL The Company may experience delays in enforcing its collateral when borrowers default on their obligations to the Company, which may result in failure to recover the expected value of collateral security, exposing it to a potential loss. A substantial portion of the Companys loans to corporate customers are secured by real assets, including property, plant and equipment. In some cases, the Company may have taken further security 7

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

of a first or second charge on fixed assets, a pledge of financial assets like marketable securities, corporate guarantees and personal guarantees. Although in general the Companys loans are overcollateralized, an economic downturn could result in a fall in relevant collateral values for the Company. In India, foreclosure on immovable property generally requires a written petition to an Indian court or tribunal. An application, when made, may be subject to delays and administrative requirements that may result, or be accompanied by, a decrease in the value of the immovable property. Security created on shares of a borrower can be enforced without court proceedings. However, there can be delays in realization in the event that the borrower challenges the enforcement in an Indian court. In the event a corporate borrower makes a reference to a specialized quasi-judicial authority called the Board for Industrial and Financial Reconstruction (BIFR), foreclosure and enforceability of collateral is stayed. The Company may not be able to realize the full value on its collateral as a result of, among other factors, delays in bankruptcy and foreclosure proceedings, defects in the registration of collateral and fraudulent transfers by borrowers. A failure to recover the expected value of collateral security could expose the Company to a potential loss. Any unexpected loss could adversely affect the Companys business, its future financial performance and the trading price of the Bonds. 4) RISK OF MO EY LAU DERI G ACTIVITIES The Company may not be able to detect money-laundering and other illegal or improper activities fully or on a timely basis, which could expose it to additional liability and harm its business or reputation The Company is required to comply with applicable anti-money-laundering and anti-terrorism laws and other regulations in India. These laws and regulations require the Company, among other things, to adopt and enforce know-your-customer policies and procedures and to report suspicious and large transactions to the applicable regulatory authorities in different jurisdictions. While the Company has adopted policies and procedures aimed at detecting and preventing the use of its network for moneylaundering activities and by terrorists and terrorist-related organizations and individuals generally, such policies and procedures may not completely eliminate instances where the Company may be used by other parties to engage in money-laundering and the relevant government agencies to whom the Company reports have the power and authority to impose fines and other penalties. In addition, the Companys business and reputation could suffer. 5) CO TI GE T LIABILITIES Devolvement of Contingent Liabilities could adversely impact the Companys profitability. As on March 31, 2011, the company had contingent liabilities of about Rs.165 crore in respect of guarantees issued, bank/performance guarantees, claims not acknowledged as debts and disputed tax liabilities etc. as against contingent liabilities of about Rs. 430 crore as on March 31, 2010. These liabilities, if devolved on the Company, may adversely affect the financial performance of the Company and the trading price of the Bonds. 6) DEBE TURE REDEMPTIO RESERVE o Debenture Redemption Reserve (DRR) for Bonds The Department of Company Affairs General Circular No.9/2002 on 6/3/2001-CL.V dated April 18, 2002 specifies that no DRR is required to be maintained by NBFCs for privately placed debentures. Therefore IFCI, an NBFC, shall not bemaintaining any DRR in respect of the Bonds issued and theBondholders may find it difficult to enforce their interests in the event of or to the extent of default. 8

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

7) SYSTEMS A D TECH OLOGY System failures and infrastructure bottlenecks in computer systems may adversely affect our business Our business is highly dependent on our ability to process, on a daily basis, a large number of transactions. Our financial, accounting or other data processing systems may fail to operate adequately or may become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services. These circumstances could affect our operations and/or result in financial loss, disruption of our businesses and/or damage to our reputation. In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are located. Significant security breaches could adversely impact the Companys business The Company seeks to protect its computer systems and network infrastructure from physical breakins as well as security breaches and other disruptions caused by increased use of technology including the internet. Computer break-ins and power disruptions could affect the security of information stored in and transmitted through these computer systems and network infrastructure. Although the Company intends to continue to implement security technology and establish operational procedures to prevent break-ins, failed security measures could have a material adverse effect on the Companys business, its future financial performance and the trading price of the Bonds. 8) LIQUIDITY CO CER S We may face asset-liability mismatches, which could affect our liquidity position The difference between the value of assets and liabilities maturing, in any time period category provides the measure to which we are exposed to the liquidity risk. However, a large portion of our liabilities have medium to long-term maturities and asset-liability cumulative gap is positive. Still, on account of unforeseen factors, the funding mismatches could happen, which could have an adverse effect on our business and future financial performance. 9) LIQUIDITY OF BO DS The current trading of our existing listed privately placed unsecured non-convertible bonds may not reflect the liquidity of the Bonds We have offered other unsecured non-convertible bonds from time to time, on private placement basis, which have been listed on BSE. There can be no assurance that an active public market for the Bonds will develop, and if such a market were to develop, there is no obligation on us to maintain such a market. 10) CHA GES I SYSTEMIC I TEREST RATES Changes in interest rates may affect the price of the Bonds All securities where a fixed rate of interest is offered, such as the Bonds, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent to which prices increase or decrease is a function of the existing coupon, days to maturity and the extent to which prevailing interest rates increase or decrease.

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

11) CHA GES I RATI G Any downgrade in the credit ratings of our Bonds may affect the value of the Bonds and thus our ability to refinance our debt. Brickwork Ratings, ICRA and CARE Ratings have assigned the rating of BWR AA-, LA and CARE A respectively, for issue of these Bonds for long term borrowings of the Company. The Issuer cannot guarantee that these ratings will not be downgraded. The Rating Agencies have the right to revise/suspend/withdraw the ratings in future on the basis of any information etc. Any downgrades in rating may affect our ability to refinance our debt and lower the price of the Bond. 12) LEGAL PROCEEDI GS The Company is involved in legal proceedings arising from its operations from time to time The Company is involved in various litigations which have mostly arisen out of its operations, when the Company seeks to recover its dues from the borrowers. The Company is also involved in various legal cases by its customers, employees, seeking claims/compensation. The Company does not make provisions or disclosure in its financial investments where in its assessment, the risk is insignificant. Adverse decisions against the Company in major cases may affect its financial performance adversely.

A. EXTER AL RISK FACTORS 1) I TEREST RATE RISK A large part of the Companys loans are disbursed at fixed rates for specific tenures which may differ from its funding sources and therefore interest rate fluctuations could impact the Companys margins as well as profitability. Our Companys business is largely dependent on interest income from our operations. We are exposed to interest rate risk principally as a result of lending to customers at interest rates and in amounts and for periods, which may differ from the funding sources (institutional/bank borrowings and debt offerings). We endeavour to match our interest rate positions to minimize our interest rate risk. Despite these efforts, there can be no assurance that significant interest rate movements will not have an effect on the results of our operations. Any adverse/unexpected movements in interest rates may affect our profitability. 2) MATERIAL CHA GES I LEGISLATIO / EW LEGISLATIO Regulatory changes in India could adversely affect our business. Changes in laws and regulations or to the regulatory or enforcement environment in India may have an adverse effect on the products or services we offer, on the value of our assets or on the collateral available for our loans or on our business in general. 3) SLOWDOW I ECO OMIC GROWTH A slowdown in economic growth could cause the Companys business to suffer. The Companys performance and the quality and growth of its assets are necessarily dependent on the health of the Indian economy as well as on global economic conditions. An economic slowdown could adversely affect our business, including our ability to grow our asset portfolio, to maintain the

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

quality of our assets and to implement our strategy. The domestic economy could be adversely affected by a variety of domestic as well as global factors. 4) FORCE MAJEURE Our business may be adversely impacted by natural calamities or unfavourable climatic changes. India has experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. India has also experienced pandemics, including the outbreak of avian flu and swine flu. The extent and severity of these natural disasters and pandemics determine their impact on the economy and in turn their effect on the financial services sector of which our Company is a part. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on the economy which in turn could adversely affect our results of operations. 5) COMPETITIO The Company faces increasing competition from other established banks and other The success of our business depends on our ability to face the competition.

BFCs.

The Companys main competitors are established commercial banks and other NBFCs. Over the past few years, the infrastructure financing area has seen the entry of banks, both public and private sectors as well as foreign. Banks have access to low cost funds which could enable them to offer finance to our customers at lower rates, thereby reducing our Companys margins as well as attracting quality customers.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

GE ERAL I FORMATIO Registration IFCI Ltd. was established in 1948 by an Act of Parliament and subsequently corporatised in 1993.Our Company holds a certificate of registration dated August 18, 2009 bearing registration no.B-14.00009 issued by the RBI to carry on the activities of a NBFC under section 45 IA of the RBI Act, 1934. Corporate Identification Number is: L74899DL1993PLC053677 issued by the Registrar of Companies,

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

Board of Directors of IFCI as on September 1, 2011: ame Shri P. G. Muralidharan Shri Atul Kumar Rai Shri Umesh Kumar Shri Sanjeev Kumar Jindal Shri Shilabhadra Banerjee Shri Prakash P Mallya Shri Rakesh Bharti Mittal Smt. Usha Sangwan Prof. Shobhit Mahajan Shri Omprakash Mishra Shri K. Raghuraman Shri S. Shabbeer Pasha Shri Sujit K. Mandal Designation Non-Executive Chairman of the Board Chief Executive Officer and Managing Director Govt. Nominee Govt. Nominee Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Whole Time Director

For further details on the IFCIs Management, please refer Chapter VIII of this Information Memorandum. Compliance Officer Ms.Rupa Deb, Company Secretary Tel.: 91 11 41732104 Fax: 91 11 26230206 Email: complianceofficer@ifciltd.com Contact Person Ms Barkha Chhabra, Sr. Associate Vice President Tel.: 011-26488473 Fax: 011-26230029 Email: barkha.chhabra@ifciltd.com

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

ARRA 1. 2. 3. 4. 5. 6. 7. 8. 9.

GERS TO THE ISSUE Almondz Global Securities Ltd. Bajaj Capital Ltd. ICICI Securities Ltd. IFCI Financial Services Ltd. Karvy Investor Services Ltd. RR Investors Capital Services Pvt. Ltd. SBICAP Securities Ltd. Stock Holding Corporation of India Ltd. Trust Investment Advisors Ltd.

REGISTRAR TO THE ISSUE Karvy Computershare Private Limited has been appointed as Registrar to the Issue. The Registrar will monitor the applications while the private placement is open and will coordinate the post private placement activities of allotment, dispatch of interest warrants etc. Investors can contact the Registrar in case of any post-issue problems such as non receipt of letters of allotment, demat credit, physical bond certificate, refund orders, interest on application money. TRUSTEE IDBI Trusteeship Services Limited has given its consent to act as the Trustee to the proposed Issue and for its name to be included in this Information Memorandum. All remedies of the Bond holder(s) for the amount due on the Bonds will be vested with the Trustees on behalf of the Bond holders. The holders of the Bonds shall without any further act or deed be deemed to have irrevocably given their consent to and authorised the trustees to do inter-alia, all acts, deeds, and things necessary for servicing the Bonds being offered.

BA KER TO THE ISSUE HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai- 400 013

CREDIT RATI G Brickwork Ratings India (P) Ltd. (BRICKWORK) has vide its letter No. BWR/BLR/RA/2011-12/0061 dated May 24, 2011 assigned credit rating of "BWR AA- (pronounced as BWR Double A Minus) with positive outlook for long term bonds. Instruments with this rating are considered to offer High Credit Quality in terms of timely servicing of debt obligations. Credit Analysis and Research Ltd. (CARE Ratings) has vide its letter dated May 30, 2011 assigned credit rating of "CARE A+ to the Bonds. Instruments with this rating are considered to offer Adequate Safety for timely servicing of debt obligations. ICRA has vide its letter dated May 18, 2011 assigned credit rating of "LA with stable outlook for long term bonds of IFCI. Instruments with this rating have adequate credit quality and carries average credit risk.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Copies of rating letters received from BRICKWORK, CARE Ratings & ICRA are enclosed as appendix to this Information Memorandum. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The Rating Agencies have the right to revise/suspend/withdraw the rating at any time on the basis of new information etc. LISTI G The Bonds are proposed to be listed on the Bombay Stock Exchange (BSE). IFCI has applied for inprinciple approval from the BSE for listing of IFCI Long Term Infrastucture Bonds Series-III. After closure of the issue, IFCI shall make an application to the BSE to list the Bonds to be issued and allotted under this Information Memorandum and complete all the formalities relating to listing of the Bonds within reasonable time. In connection with listing of Bonds with BSE, IFCI hereby undertakes that: It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with BSE. Rating obtained by IFCI shall be periodically reviewed by the credit rating agency and any revision in the rating shall be promptly disclosed by IFCI to BSE. Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as BSE may determine from time to time. The Company, the Trustees and BSE shall disseminate all information and reports on Bonds including compliance reports filed by the Company and the Trustees regarding the Bonds to the holder(s) of Bonds and the general public by placing them on their websites.

ISSUE PROGRAMME The Issue shall remain open for subscription during banking hours for the period indicated below: ISSUE OPE S O ISSUE CLOSES O September 21, 2011 November 14, 2011

The issuer would have the right to pre-close the issue or extend the closing date by giving 1 day notice to the Arrangers. AUTHORITY FOR THE ISSUE This issue is being made pursuant to the Resolution of the Board of Directors of the Company, passed at its Meeting held on April 18, 2011 and the delegation provided there under. The current issue of bonds is within the overall borrowings limits set out in the resolution passed under section 293(1)(d) of the Companies Act, 1956. The Company can issue the bonds proposed by it in view of the present approvals and no further approvals in general from any Government Authority is required by it to undertake the proposed activity. OBJECTS OF THE ISSUE The objective of the issue is to raise funds for utilisation towards infrastructure lending.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

The main objects clause of the Memorandum of Association of the Company permits the Company to undertake its existing activities as well as the activities for which the funds are being raised through this issue. UTILISATIO OF THE ISSUE PROCEEDS

The proceeds of the issue shall be utilized towards Infrastructure lending as defined by the RBI in the Guidelines issued by it from time to time, after meeting the expenditures of, & related to the issue. The Company is managed by professionals under the supervision of its Board of Directors. Further, the Company is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. Therefore, the management shall ensure that the funds raised via this private placement shall be utilized only towards satisfactory fulfillment of the Objects of the Issue. Further, in accordance with the SEBI Debt Regulations, the Company will not utilize the proceeds of the issue for providing loans to or acquisition of shares of any person who is a part of the same group as the Company or who is under the same management as the Company or any subsidiary of the Company. The issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia by way of a lease, of any property. FUTURE RESOURCE RAISI G IFCI will be entitled to borrow/raise loans or avail financial assistance both from domestic and international market as also issue Bonds/Equity Shares/Preference Shares/other securities in any manner ranking paripassu or otherwise and on terms and conditions as IFCI may think fit without the consent of or intimation to Bondholders or Trustees in this connection. PERMISSIO / CO SE T FROM PRIOR CREDITORS The Company hereby confirms that it is entitled to raise money through current issue of Long Term Infrastructure Bonds without the consent/permission/approval from the Bondholders/Trustees /Lenders/ other creditors of IFCI. Further the Bonds proposed to be issued under the terms of this Information Memorandum being unsecured there is no requirement for obtaining permission/consent from the prior creditors.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

SUMMARY OF THE ISSUE PRIVATE PLACEME T IFCI LO G TERM I FRASTRUCTURE BO DS SERIES III The following is a summary of the IFCI Long Term Infrastructure Bonds- Series III Issue. The summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in the section Terms of the Series III Issue. Common Terms
Issuer Offering IFCI Limited (the Issuer) 2,00,000 Nos. Unsecured, Redeemable, Non-Convertible Bonds SeriesIII (Rs.5,000/each aggregating to Rs.100 crore with a green-shoe option to retain over-subscription) Private Placement basis Unsecured, Redeemable, Non-Convertible Long Term Infrastructure Bonds - Series III having benefits under section 80CCF of the Income Tax, 1961 for long term Infrastructure Bonds Resident Indian Individuals (Major) and HUF through Karta of the HUF BWR AA by Brickwork Ratings India Pvt. Limited CAREA+ by CARE Ratings (Credit Analysis & Research Ltd.) LA by ICRA Limited Rs. 5000/- per bond Rs. 5,000/- (i.e. 1 bond) Rs. 5,000/- (i.e. 1 Bond) December 12, 2011 Unsecured The Bonds are Unsecured, Redeemable, Non-Convertible Bonds in the nature of Promissory Notes, having benefits under section 80 CCF of the Income Tax Act, 1961. IDBI Trusteeship Services Limited Proposed to be listed on Bombay Stock Exchange (BSE) National Securities Depository Ltd. and Central Depository Services (India) Ltd. Karvy Computershare Pvt. Ltd. Bonds shall be issued both in dematerialised form and physical form. However, trading allowed only in dematerialised mode after the expiry of Lock-in Period of 5 years ECS/At Par Cheques/Demand Drafts Issue Open Date : September 21, 2011 Issue Close Date : November 14, 2011 The issuer would have the right to pre-close the issue or extend the closing date by giving 1 day notice to the Arrangers

Type Instrument

Eligible Investors Rating

Face Value Minimum Application Application in multiples of Deemed Date of Allotment Security ature of indebtedness and ranking Trustee Listing Depositories Registrars Issuance & Trading

Mode of Interest Payment / Redemption Issue Schedule

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

The specific terms of available Options under this Infrastructure Bond Series III Issue are set out below: Options Frequency of Interest Payment Tenor Face Value (Rs./Bond) Issue Price (Rs./Bond) Terms of Payment I Cumulative 10 (Ten) years Rs. 5000/At par Full amount with application 8.50 % p.a. (Annual compounding) At the time of redemption II Annual 10 (Ten) years Rs. 5000/At par Full amount with application III Cumulative 15 (Fifteen) years Rs. 5000/At par Full amount with application 8.75 % p.a. (Annual compounding) At the time of redemption IV Annual 15 (Fifteen ) years Rs. 5000/At par Full amount with application

Coupon (% p.a.)

8.50% p.a. December 12 each year

8.75% p.a. December 12 each year

Coupon Payment Date Redemption/ Maturity Maturity Date Buyback Option Buyback Dates

At the end of 10 years from the deemed date of allotment December 12, December 12, 2021 2021 Yes Yes December 12 of the calendar years 2016 and 2018 August 12 to September 11 of the calendar years 2016 and 2018

At the end of 15 years from the deemed date of allotment December 12, December 12, 2026 2026 Yes Yes December 12 of the calendar years 2018, 2021 and 2023 August 12 to September 11 of the calendar years 2018, 2021 and 2023 5,000/N.A. 5,000 5,000 5,000

Buyback Intimation period

Redemption amount 11,305/5,000/17,596/(Rs. per bond) Redemption amount in case buy back option is exercised : (in Rs.) At the end of Year 5 7,519 5,000 N.A. Year 7 8,851 5,000 8,995 Year 10 N.A. N.A. 11,569 Year 12 N.A. N.A. 13,682 5 years from the deemed date of Allotment Lock-in period

Interest on Application Money shall be paid at the respective coupon from the date of realisation of subscription amount to the date immediately preceding the deemed date of allotment.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Terms of IFCI Long Term Infrastructure Bonds Series- III Issue The following are the terms and conditions of Bonds being offered under this Information Memorandum for an amount of Rs.100 crore with a green-shoe option to retain over-subscription.
1.

Issue

IFCI Limited (IFCI or Issuer or Company) is offering for subscription unsecured, redeemable, non-convertible bonds in the nature of promissory notes of Rs.5,000/- each for cash at par with benefits under section 80 CCF of the Income Tax Act, 1961 termed as Long Term Infrastructure Bonds (Infrastructure Bonds) by way of private placement ('the Issue).
2.

Status of Bonds

The Bonds are classified as long term infrastructure bonds and are being issued in terms of Section 80 CCF of the Income Tax Act and the Notification SO.2060(E) No.50/2011/F.No.178/43/2011-SO(ITA.1) issued by Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, A copy of the Notification is annexed to this Memorandum. The Infrastructure Bonds shall be redeemable, non-convertible and unsecured. In accordance with Section 80CCF of the Income Tax Act, the amount not exceeding Rs.20,000 per annum, paid or deposited as subscription to long term infrastructure bonds during the previous year i.e FY 2011-12 relevant to the assessment year beginning April 01, 2012 shall be deducted in computing the taxable income of a resident individual or HUF. Eligible investors can apply for up to any amount of the Bonds across any of the Options or a combination thereof. The investors will be allotted the total number of Bonds applied for in accordance with the Basis of Allotment.
3.

Face Value & Issue Price

The face value of each Bond is Rs.5000/- and is issued at par.


4.

Application size

Eligible investors can apply upto any amount of the Bonds across any of the Option(s) or a combination thereof. In case of multiple applications, which is two or more application forms submitted by a single applicant, the applications shall be aggregated bases on the PAN of the applicant.
5.

Subscription and Related Payments (a) Subscription

This Issue will open for subscription at the commencement of banking hours and close at the close of banking hours on the dates indicated: Issue Opens on : September 21, 2011 Issue Closes on : November 14, 2011 The issuer would have the right to pre-close the issue or extend the closing date by giving 1 day notice to the Arrangers. 18

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

(b)

Application amount

Application amount will be required to be made in full with the application. Any payment made in excess of application amount mentioned in the Application will be refunded to the applicant. No additional Bonds shall be issued for this excess of Application Amount, and the same shall be refunded along with issuance of other Refund Orders without any interest. Further, in case of allotment of lesser number of Bonds than the number applied for, the excess amount paid on Application shall be refunded to the applicant, without any interest in such refund amount. (c) Interest on Application Money

Interest on Application money will be paid at the respective coupon applicable for the particular option chosen. The interest shall be payable from the date of realisation of cheque/DD until one day prior to the Deemed Date of Allotment. No interest shall be payable in case of rejection of application on any count. (d) Tax Deduction at Source

Interest on Application money shall be paid with respect to the value of Bonds Allotted, subject to deduction of income tax at source under the Income Tax Act, as applicable. The interest on application money shall be paid on the deemed date of allotment.
6.

Deemed Date of Allotment

Deemed date of allotment shall be December 12, 2011. All benefits relating to the Bonds, to the extent permitted by law, will be available to the investors from the Deemed Date of Allotment. The actual allotment may occur on a date other than the Deemed Date of Allotment.
7.

Withdrawal by investors

Investors are allowed to withdraw their Application any time prior to closure of the Issue.
8.

Over-subscription amount

The issue size is Rs.100 crore with unspecified green shoe option. At its sole discretion, IFCI (the Issuer) will decide the amount of over-subscription to be retained over and above the basic Issue book size of Rs.100 crore, within the limit specified in the Notification.
9.

Basis of Allotment

In case the aggregate of subscription of bonds under this issue exceeds the limit, if any, upto which such bonds can be issued, as would be decided by IFCI, the Allotment of bonds shall be made in the following order of priority in consultation with the Registrar and the Registrar shall be responsible for ensuring that the Basis of Allotment is finalized in a fair and proper manner. (a) Full Allotment of Bonds to the Applicants on a first come first basis upto the date falling one day prior to the Oversubscription Date. 19

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

(b)For Applications received on the Oversubscription Date, the Bonds shall be allotted in the following order of priority: (i) Allotment to the Applicants for Option - I Bonds (ii) Allotment to the Applicants for Option - II Bonds (iii) Allotment to the Applicants for Option - III Bonds (iv) Allotment to the Applicants for Option - IV Bonds Provided, however, that in the event of oversubscription in any Option of Bonds mentioned in (i), (ii), (iii) and (iv) above, the Bonds shall be allotted proportionately in that respective Option, subject to the overall limit,and the Applications for the Bonds in subsequent Options shall be rejected. (c) All Applications received after the Oversubscription Date shall be rejected.

10.

Form

The Bonds being issued hereunder can be applied for in the dematerialised or physical form through a valid Application Form filled in by the applicant along with attachments, as applicable. The Bondholders holding the Bonds in dematerialised form shall deal with them in accordance with the provisions of the Depositories Act and/or rules as notified by the Depositories from time to time. The Bonds will be issued in Indian Rupees only. Subsequent to the issuance of the Bonds, a Bondholder holding bonds in dematerialised form may request the Depository to convert the demat bonds into physical form and provide a physical Bond certificate. In case of any Bonds rematerialised by a Bondholder in physical form, a single certificate will be issued to the Bondholder for the aggregate amount (Consolidated Bond Certificate) for each option of Bonds allotted to him under this Issue. In respect of Consolidated Bond Certificates, upon receipt of a request from the Bondholder, the company will split such Consolidated Bond Certificates into smaller denominations subject to the minimum of the Market Lot. No fees would be charged for splitting of Bond Certificates into Market Lots, but stamp duty payable, if any, would be borne by the Bondholder. The request for splitting is required to be accompanied by the original Bond Certificate(s) which would then be treated as cancelled by us.
11.

Market Lot and Trading Lot of the Bonds

The market lot will be One Bond (Market Lot). Trading of the Bonds shall be compulsorily in dematerialised form in Market Lot after expiry of lock-in period of 5 years. Investors may note that the Bonds in dematerialised form can be traded only on the Stock Exchange having electronic connectivity with NSDL or CDSL.
12.

Listing

The Bonds are proposed to be listed on Bombay Stock Exchange (BSE).

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

13.

Record date

The record date for payment of interest and redemption of principal amount shall be 15 (fifteen) days prior to the Interest payment date or redemption date respectively or any other date on which interest and/or principal is due and payable.
14.

Title

(i) In case of Bonds held in the dematerialized form, the person for the time being appearing in the register of beneficial owners maintained by the Depository; and (ii) In case of Bonds held in physical form, the name of the person for the time being appearing in the Register of bondholders, as Bondholder, shall be treated for all purposes by the Company, the Debenture Trustee, the Depositories and all other persons dealing with such person as the holder thereof and its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated Bond Certificate issued in respect of the Bonds and no person will be liable for so treating the Bondholder. No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders or the register of beneficial owners maintained by the Depository prior to the Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, as the case may be, will be paid to the person, whose name appears first in the Register of Bondholders maintained by the Depositories and/or the Company and/or the Registrar, as the case may be. In such cases, claims, if any, by the purchasers of the Bonds will need to be settled with the seller of the Bonds and not with the Company or the Registrar. The provisions relating to transfer and transmission and other related matters in respect of the Company's shares contained in the Articles of Association of the Company and the Companies Act shall apply, mutatis mutandis (to the extent applicable) to the Bond(s) as well.
15.

omination

The Companies Act, 1956, vide Section 109A gives the bondholder an option to nominate a person to whom his/her bond(s) shall rest in the event of his/her death. In respect of allotment of the Bonds in dematerialised mode, there is no need to make a separate nomination with the Company. Nominations registered with the respective Depository Participant of the applicant would prevail. If the Bondholders require changing their nomination, they are requested to inform their respective Depository Participant. Nominee shall become entitled to the bond(s) in the event of death of the bond holder on production of death certificate or such other evidence as may be required by IFCI. Investors applying for bonds in physical form are required to fill in the nomination details in the form. The sole Bondholder or first Bondholder, along with other joint Bondholders (being individual(s)) may nominate any one person (being individual) who, in the event of death of the sole holder or all the jointholders, as the case may be, shall become entitled to the Bond. A person, being a nominee, becoming entitled to the Bond by reason of the death of the Bondholder(s), shall be entitled to the same rights to which he would be entitled if he were the registered holder of the Bond. Where the nominee is a minor,

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

the Bondholder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to the Bond(s), in the event of his death, during the minority. A nomination shall stand rescinded upon sale of a Bond by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the Bond is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at our Registered/Corporate Office/Registrar or such other person at such addresses as may be notified by us.
16.

Transfer of Bonds

There are no restrictions on transfers and except as per Applicable Laws. Register of Bondholders: The Company shall maintain at its registered office or such other place as permitted by law a register of Bondholders (the "Register of Bondholders") containing such particulars as required by Section 152 of the Companies Act. In terms of Section 152A of the Companies Act, the Register of Bondholders maintained by a Depository for any Bond in dematerialized form under Section 11 of the Depositories Act shall be deemed to be a Register of Bondholders for this purpose. The Bonds shall be transferred/transmitted in accordance with applicable laws. A suitable instrument as may be prescribed by us may be used to effect this. Lock in period: In accordance with the Notification, the bondholders shall not sell or transfer the Bonds in any manner for a period of 5 years from the Deemed Date of Allotment (the lock in period). The Bondholders may sell or transfer the bonds after the expiry of the Lock in period on the stock exchange where the bonds are listed. These bonds can also be pledged, hypothecated or given on lien for obtaining loans from Scheduled Commercial Banks after the lock-in period of five years. Transmission of Bonds: However, transmission of the Bonds to the legal heirs in case of death of the Bondholder/Beneficiary to the Bonds is allowed. Bondholder(s) are advised to provide the specimen signature of the nominee to the Company/Registrar to expedite the transmission of the Bond(s) to the nominee in the event of demise of the Bondholder(s). The signature can be provided at the time of making fresh nominations. This facility of providing the specimen signature of the nominee is purely optional. Transfer of Bonds held in dematerialized form: In respect of Bonds held in the dematerialized form, transfers of the Bonds may be effected only through the Depository(ies) where such Bonds are held, in accordance with the provisions of the Depositories Act, 1996 and/or rules as notified by the Depositories from time to time. The Bondholder shall give delivery instructions containing details of the prospective purchaser's Depository Participant's account to his Depository Participant. If a prospective purchaser does not have a Depository Participant account, the Bondholder may rematerialize his or her Bonds and transfer them in a manner as specified below. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date, otherwise the Maturity Amount for the Bonds shall be paid to the person whose name appears as a Bondholder in the Register of Bondholders. In such cases, any claims shall be settled inter se between the parties and no claim or action shall be brought against the Company/Registrar. 22

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Transfer of Bonds held in physical form The Bonds are negotiable instruments and Bonds held in physical form may be transferred by endorsement and delivery by the Bondholder(s). All endorsements must be clear and vernacular endorsements must be translated into English immediately below the endorsement. However, buyers of the Bonds are advised to send the Bond Certificate(s) to us or to such persons as may be notified by us from time to time, along with a duly executed transfer deed or other suitable instrument of transfer as may be prescribed by us for registration of transfer of the Bond(s). No transfer will be valid unless and until entered on the IFCI Register. Provision of bank account details As a matter of precaution against possible fraudulent encashment of Bond Certificates due to loss or misplacement, the particulars of the Applicants bank account are mandatorily required to be provided at the time of rematerialisation of the Bonds or transfer of Bond Certificate. Applications without these details are liable to be rejected. The Bondholders are advised to submit their bank account details with the Registrar before the Record Date failing which the amounts will be dispatched to the postal address of the Bondholders as held in the records of the IFCI. However, in relation to Applications for dematerialised Bonds, these particulars will be taken directly from the Depositories.
17.

Succession:

Where a nomination has not been made or the nominee predeceases the Bondholder(s) the provisions of the following paragraphs will apply: In the event of demise of the holder(s) of the Bonds, IFCI will recognise the executor or administrator of deceased bondholder, being an individual / HUF, or the holder of the succession certificate or other legal representative, being an individual / HUF as having title to the Bonds. IFCI shall not be bound to recognise such executor, administrator, or holder of succession certificate, unless such executor or administrators obtains probate or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court of India having jurisdiction over the matter. IFCI may at its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder, being an individual / HUF as being entitled to the Bonds standing in the name of the deceased bond holder(s) on production of documentary proof or indemnity. All requests for registration of transmission along with requisite documents should be sent to the Registrars.
18.

Dematerialisation and Rematerialisation of Bonds

Dematerialisation of bonds viz. conversion of bonds from physical mode to electronic form and rematerialisation of bonds viz. conversion of bonds from electronic to physical form have to be carried out by giving necessary instructions through the Depository Participant where the demat account is maintained by the bondholder.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

19.

Interest

a. Rate of Interest: Option I & II Bonds bear interest at a fixed rate of 8.50% per annum while Option III & IV bonds bear interest at a fixed rate of 8.75 % per annum. Frequency of Payment of Interest: For Option II and Option IV, interest will be paid annually b. commencing from the Deemed Date of Allotment and on the equivalent date falling every year thereafter till redemption or buyback as the case may be. For Option I and Option III, cumulative Interest will be paid at the time of redemption upon maturity or upon exercise of buyback option, as applicable. c. Day Count Convention: Actual/Actual basis. This means, interest shall be computed on a 365 days-a-year basis on the principal outstanding on the Bonds. However, where the interest period (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis, on the principal outstanding on the Bonds. d. Interest on Application and Refund Money: The Company shall not pay any interest on refund of Application Amount, in whole or part. However, interest on Application Money, to the extent of allotment of bonds, shall be paid from the date of credit of this money to IFCI account of IFCI to the date immediately preceding the deemed date of allotment at the respective coupon rates. e. Tax Deduction at Source: Payment of interest will be subject to deduction of tax as per the Income Tax Act, or any statutory modification or re-enactment thereof, for the time being in force. As per the current tax laws, no income tax is deductible at source for payment of interest on bonds, if such bonds are listed and in demat form. If the bonds are held in physical form, tax would be deducted at source from interest on bonds, if such interest exceeds Rs.2,500/- during a year unless the bondholder has submitted, at least 30 days before the interest payment due date, Form 15H (for senior citizens), Form 15G (for others) or a certificate from the Assessing Officer u/s 197 of the Income Tax Act, 1961, as applicable. It may be noted that as per extant laws, TDS shall be deductible for interest on application money if the amount of interest payable is more than Rs.5,000/- irrespective of whether the application has been made for bonds in demat or physical form.
20.

Interest Payments

Payment of interest on the Bonds will be made to those holders of the Bonds, whose name appears first in the Register of Bondholders maintained by the Depositories and/or the Company and/or the Registrar, as the case may be, as on the Record Date. In Option-II & IV interest amounts due will be payable on December 12 of every year starting from the year 2012. The last interest payment will be made along with repayment of the principal amount. In Options-I & III interest payment will be made along with repayment of the principal amount. In case of transfer of Bond Certificates held in physical form, Bondholders are advised to send the Bond Certificate(s) and the duly completed transfer deeds or other suitable instrument of transfer as may be prescribed by us for registration of transfer of Bond(s) to us or such other persons as may be notified by us from time to time, well before the Record Date. In the event the transfer formalities are not completed before the Record date, the interest will be paid to the seller and not to the buyer. In such cases, claims in respect of interest, if any, shall be settled inter se amongst the parties and no claim or action shall lie against the Company, or the Registrar to the Issue. 24

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

(a) Record Date: The record date for the payment of interest or the Maturity Amount shall be 15 days prior to the date on which such amount is due and payable ("Record date"). (b) Effect of holidays on payment: If the date of payment of interest or principal or any date specified does not fall on a Working Day, then the succeeding Working Day will be considered as the effective date. Interest and principal or other amounts, if any, will be paid on the succeeding Working Day. In case the Maturity Date falls on a holiday, the payment will be made on the next Working Day, without any interest for the period overdue. (c) Modes of Payment Please see Para 21 below.
21.

Tenor & Redemption Buyback of Bonds

(a)

In respect of Option-I & II, buyback option shall be available at the end of 5th & 7th year i.e. calendar years 2016 and 2018, while for Option-III & IV, buyback option shall be available at the end of 7th, 10th & 12th year i.e. calendar years 2018, 2021 and 2023. The investors, who wish to exit through this facility shall have to apply for buyback by writing to the company of his/her intention to redeem all the Bonds held by him/her under the buyback option. Such early Redemption Notice from the Bondholder should reach the Registrar or the Company between August 12 to September 11 of the calendar years 2016 or 2018 for Option-I & II , and in the calendar years 2018, 2021 or for Option-III & IV for redeeming the bonds in that particular financial year. The bonds will be redeemed on December 12 of the same financial year. Partial buyback of the bonds held under the buyback option shall not be permissible. In case the bonds are transferred after exercising the buyback option, the buyback option shall not be considered valid. (b) The buyback/maturity amounts at the applicable dates are given below: Redemption amount in case of buyback option/maturity, as applicable Option I 7,519 8,851 11,305 N.A N.A Option II 5,000 5,000 5,000 N.A N.A Option III N.A 8,995 11,569 13,682 17,596 Option IV N.A 5,000 5,000 5,000 5,000

At the end of 5th year At the end of 7th year At the end of 10th year At the end of 12th year At the end of 15th year

(c)

Procedure of redemption

Bonds held in electronic form: No action is required on the part of Bondholders at the time of maturity of the Bonds. On the Maturity Date, the Maturity Amount will be paid as per the Depositories' records on the Record Date fixed for this purpose. The bank details will be obtained from the Depositories for payments. Investors who have applied or who are holding the Bond in electronic form, are advised to 25

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

immediately update their bank account details as appearing on the records of Depository Participant as and when changed. Failure to do so could result in delays in credit of the payments to investors at their sole risk and neither the Company nor the Registrar shall have any responsibility and undertake any liability for such delays on part of the investors. Bonds held in physical form: No action will ordinarily be required on the part of the Bondholder at the time of redemption and the maturity amount will be paid to those Bondholders whose names appear in the Register of Bondholders maintained by the Company on the Record Date fixed for the purpose of redemption. The bank details will be obtained from the Registrar for effecting payments. However, the Company may require that the Consolidated Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity Date and sent by registered post with acknowledgment due or by hand delivery to the Registrar or Company or to such persons at such addresses as may be notified by the Company from time to time. Bondholders shall have to surrender the Consolidated Bond Certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment. Payments of redemption amount will be made on the Maturity Date or Buyback Date, as applicable, or within a period of 30 days from the date of receipt of the duly discharged certificate, whichever is later. The Company's liability to the Bondholders including for payment or otherwise shall stand extinguished from the Maturity Date or the Buyback Date, applicable, or upon despatch of the Redemption Amounts to the Bondholders. Further, the Company will not be liable to pay any interest, income or compensation of any kind from the Maturity Date or the Buyback Date, as applicable. If the Redemption date falls on a Saturday, Sunday or a public holiday, redemption proceeds would be paid on the next working day.

22.

Modes of Payment:

All payments to be made by the Company to the Bondholders shall be by cheques or demand drafts or through ational Electronic Clearing System (" ECS"). Despatch of cheques or pay orders in respect of payments with respect to redemptions will be made on the Maturity Date or the Buyback Option Date, as applicable, or within a period of 30 days from the date of receipt of the duly discharged Consolidated Bond Certificate, if required by the Company, whichever is later. The mode of payments of refunds, interest or principal shall be undertaken in any of the following ways: 1. ECS: Payment of refunds, interest or principal redemption to Applicants having an account at the centres permitted by RBI and SEBI, shall be undertaken through NECS. This mode of payment would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. 2. EFT: Payment of refunds, interest or principal redemption shall be undertaken through NEFT wherever the Applicants bank has been assigned the IFSC which can be linked to MICR, if any, available to that particular bank branch, and where the Applicants have registered their nine-digit MICR number and their bank account number while opening and operating the dematerialised account. The 26

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

IFSC of that bank branch will be obtained from the RBIs website as on a date immediately prior to the date of payment of refund, and will be duly mapped with the MICR numbers. 3. For all other Applicants, including those who have not updated their bank particulars with the MICR code the interest payment/refund/redemption orders shall be dispatched by ordinary post/Speed Post/courier for value up to Rs.1,500 and through speed/registered post/courier for refund orders of above Rs.1,500. Such refunds will be made by cheques, pay orders or demand drafts drawn on the collecting bank and payable at par at places where Applications are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Applicant. We will not be responsible for any delay in payment of refunds, interest or principal redemption, provided that the process of such request has been initiated within reasonable time, as per the process detailed above.
23.

Taxation

The interest on Bonds will be subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act or any statutory modification or re-enactment thereof.
As per the current provisions of the Income Tax Act, on payment to all categories of resident Bondholders, tax will not be deducted at source from interest on Bonds, if such interest does not exceed Rs.2,500/- in a financial year.

As per clause (ix) of Section 193 of the Income Tax Act, no income tax is required to be withheld on any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts Regulation Act, 1956, as amended, and the rules notified thereunder. Accordingly, no income tax will be deducted at source from the interest on Bonds held in dematerialized form. In case of Bonds held in a physical form, tax may be withheld, as applicable. Further, such interest is taxable income in the hands of resident Bondholders. If interest on Bonds exceeds the prescribed limit, which is currently Rs.2,500/-, in case of resident individual Bondholders, to ensure non-deduction or lower deduction of tax at source, as the case may be, the Bondholders are required to furnish either: (a) a declaration (in duplicate) in the prescribed form i.e. Form 15G, subject to provisions of section 197A of the Income Tax Act; or (b) a certificate, from the assessing officer of the Bondholder, in the prescribed form under section 197 of the Income Tax Act which may be obtained by the Bondholders. (c) Senior citizens, who are 60 or more years of age at any time during the financial year, can submit a self-declaration in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum limit for the financial year. These certificates may be submitted to the Registrar/Company or to such person at such address as may be notified by us from time to time, quoting the name of the sole or first Bondholder, Bondholder number and the distinctive number(s) of the Bond(s) held, at the time of submitting application and at any point of time as required by the Issuer from time to time.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Tax exemption certificate or document, if any, must be lodged at the office of the Registrar prior to the Record Date or as specifically required. Tax applicable on coupon will be deducted at source on accrual thereof in the Company's books and / or on payment thereof, in accordance with the provisions of the Income Tax Act and / or any other statutory modification, re-enactment or notification as the case may be. A tax deduction certificate will be issued for the amount of tax so deducted on annual basis.
24.

Trustee

IFCI has appointed a Trustee for the Bondholders. IFCI and the Trustee will enter into a Debenture Trust Deed specifying, inter alia, the powers, authorities and obligations of the Debenture Trustee and the Company. All Bondholders shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest of the Bondholders. Any payment made by us to the Debenture Trustee on behalf of the Bondholders shall discharge us pro tantoto the Bondholders. The Debenture Trustee will protect the interest of the Bondholders in the event of default by us in regard to timely payment of interest and repayment of principal and they will take necessary action at the Companys cost.
25.

Security

The Bonds are unsecured, which means that the Bonds are not secured against any of the assets of the company.
26.

Bondholder not a shareholder

The Bondholders will not be entitled to any of the rights and privileges available to the equity and preference shareholders of the Company.
27.

Rights of Bondholders:

The Bonds shall not confer upon the holders thereof any rights or privileges including the right to receive notices or annual reports of, or to attend and/or vote, at a General Meeting of IFCI. The Bonds comprising the present Private Placement shall rank paripassu inter se without any preference to or priority of one over the other or others over them and shall also be subject to the other terms and conditions to be incorporated in the Agreement / Trust Deed(s) to be entered into by IFCI with the Trustees and the Letters of Allotment/Bond Certificates that will be issued. A register of Bondholders will be maintained and sums becoming due and payable in respect of the Bonds will be paid to the Registered Holder thereof. The Bonds are subject to the provisions of the Act and the terms of this Information Memorandum. Over and above such terms and conditions, the Bonds shall also be subject to other terms and conditions as may be incorporated in the Agreement/Bond Trust Deed/Letters of Allotments/Bond Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Bonds.

28

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

28.

Modification of rights:

The rights, privileges and conditions attached to the Bonds may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of special resolution passed at a meeting of the concerned Bondholders, provided that nothing in such consent or sanction shall be operative against IFCI, where such consent or sanction modifies or varies the terms and conditions governing the Bonds, if the same are not acceptable to IFCI.
29.

otices

The communications to the bondholder(s) required to be sent by IFCI or the Trustees shall be deemed to have been given if sent by an ordinary post/ courier to the registered holder of the Bonds. All communications to be given by the bondholder(s) shall be sent by registered post to the Registrar and Transfer Agents or to IFCI or to such person, at such addresses as may be notified by IFCI from time to time. All notices to the Bondholders required to be given by IFCI or the Debenture Trustee shall be published in one English language newspaper having wide circulation and one regional language daily newspaper each in Mumbai, Chennai, Delhi, Kolkata and Ahmedabad or will be sent by post/courier to the registered Bondholders from time to time.
30.

Loan against Bonds

The Bonds can be pledged or hypothecated for obtaining loans from scheduled commercial banks only after the Lockin period of 5 years. In accordance with the RBI guidelines applicable to the Company, it shall not grant loans against the security of the Bonds. Right to Re-issue Bond(s)

31.

Subject to the provisions of the Act, where the Company has redeemed or repurchased any Bond(s), the Company shall have and shall be deemed always to have had the right to keep such Bonds alive without extinguishment for the purpose of resale or reissue and in exercising such right, the Company shall have and be deemed always to have had the power to resell or reissue such Bonds either by reselling or reissuing the same Bonds or by issuing other Bonds in their place. This includes the right to reissue original Bonds.
32.

Future borrowings

IFCI shall be entitled to make further issue of secured or unsecured debentures and/or raise term loans or raise further funds from time to time from any persons, banks, financial institutions or bodies corporate or any other agency without the consent of, or notification to or consultation with the Bondholders or the Debenture Trustee.
33.

Joint-holders

Where two or more persons are holders of any Bond (s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to Articles and applicable law.

29

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

34.

Sharing of Information

The Company may, at its option, use its own, as well as exchange, share or part with any financial or other information about the Bondholders available with the Company with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Company nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
35.

Issue of Duplicate Consolidated Bond Certificate(s)

If any Consolidated Bond Certificate is mutilated or defaced, it may be replaced by the Company against the surrender of such Consolidated Bond Certificates, provided that where the Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the certificate numbers and the distinctive numbers are legible. If any Consolidated Bond Certificate is destroyed, stolen or lost then upon production of proof thereof to IFCI's satisfaction and upon furnishing such indemnity/security and/or documents as IFCI may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued.
36.

Jurisdiction

The courts of Delhi shall have jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust Deed or the Bonds and that accordingly any suit, action or proceedings (together referred to as "Proceedings") arising out of or in connection with the Debenture Trust Deed and the Bonds may be brought in the courts of Delhi. The Bonds, the Debenture Trust Deed, the Tripartite Agreement, the Registrar MoU and other relevant documents shall be governed by and construed in accordance with the laws of India. The Bank in the Debenture Trust Deed will agree, for the exclusive benefit of the Debenture Trustee and the Bondholders, that the courts of Delhi are to have jurisdiction to settle any disputes which may arise out of or in connection with the Debenture Trust Deed or the Bonds (including a dispute relating to any noncontractual obligations arising out of or in connection with the Debenture Trust Deed and the Bonds and that accordingly any suit, action or proceedings arising out of or in connection with the Debenture Trust Deed and the Bonds (including any suit, action or proceedings relating to any non-contractual obligations arising out of or in connection with these documents) may be brought in the courts of Delhi.

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

STATEME T OF TAX BE EFITS TAX BE EFITS U DER THE I COME TAX ACT, 1961 Under the current tax laws (existing as well as proposed) the following tax benefits, inter alia, will be available to the Bond Holder as mentioned below. The benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The Bond Holder is advised to consider in his own case the tax implications in respect of subscription to the Bond after consulting his tax advisor as alternate views are possible. IFCI or the Trustees shall not be liable to the Bond Holder in any manner for placing reliance upon the contents of this statement of tax benefits. A. I COME TAX:

Tax benefits to the resident Bond Holders According to section 80 CCF of Income Tax, Act, 1961, an amount not exceeding Rupees Twenty Thousand invested in long term infrastructure bonds shall be allowed to be deducted from the total income of an individual or Hindu Undivided Family. This deduction shall be available over and above the aggregate limit of Rupees one lakh as provided under sections 80C, 80CCC and 80 CCD read with section 80CCE. Section 80CCF reads as In computing the total income of an assessee, being an individual or a Hindu Undivided Family, there shall be deducted, the whole of the amount, to the extent such amount does not exceed rupees twenty thousand, paid or deposited, during the previous year relevant to the assessment year beginning on the 1st day of April, 2012, as subscription to long term infrastructure bonds as may, for the purposes of this section, be notified by the Central Government. Taxability of Interest Taxability of interest on Bonds would depend upon the method of accounting adopted by the resident bondholder as mentioned in the provisions of the Income Tax Act. Withholding Tax: No income tax is deductible at source on interest on Bonds as per the provisions of section 193 of the Income Tax Act in respect of the following: (a) In case the payment of interest on bonds held in physical form to resident individual Bond Holder is made by account payee cheque and such bonds being listed on a recognised Stock Exchange in India, provided the aggregate amount of such interest paid or likely to be paid during the financial year does not exceed the limits notified by the Government from time to time, which is Rs.2,500/- as per current tax laws; (b) When the Assessing Officer issues a certificate on an application by a Bond Holder on satisfaction that the total income of the Bond Holder justifies nil/lower deduction of tax at source as per the provisions of Section 197(1) of the Income Tax Act; (c) When the resident Bond Holder (not being a company or a firm or a senior citizen) submits a declaration to the payer in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be nil as per the provisions of Section 197A (1A) of the I.T Act. Under Section 197A (1B) of the I.T Act, Form 15G cannot be submitted nor considered for exemption from deduction of tax at source if the aggregate of income of the nature referred to in the said section, viz. dividend, interest, etc as prescribed therein, credited or paid or likely to be credited or paid during the financial year in which such income is to be included exceeds the maximum amount which is not chargeable to tax. To illustrate, the maximum amount of income not chargeable to tax in case of individuals 31

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

(other than women assesses and senior citizens) and HUFs is Rs.1,80,000/-, in case of women assesses is Rs.190,000/- , in case of senior citizen is Rs.2,50,000/- and in case of super senior citizens is Rs.5,00,000/- for financial year 2011-12. Senior citizens, who are 60 or more years of age at any time during the financial year, enjoy the special privilege to submit a self declaration to the payer in the prescribed Form 15H for non-deduction of tax at source in accordance with the provisions of section 197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceed the maximum amount not chargeable to tax i.e. Rs.2,50,000/- in case of senior citizens and Rs.5,00,000/- in case of super senior citizens for FY 2011-12, provided tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be nil. (d) On any securities issued by a company in a dematerialized form listed on recognized stock exchange in India. (w.e.f. 1.06.2008).
In all other situations, tax would be deducted at source as per prevailing provisions of the Income Tax Act.

Transfer before maturity: Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed Bond is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer. Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 10% of capital gains calculated without indexation of the cost of acquisition. The capital gains will be computed by deducting expenditure incurred in connection with such transfer and cost of acquisition of the Bonds from the sale consideration. In case of an individual or HUF, being a resident, where the total income as reduced by the long term capital gains is below the maximum amount not chargeable to tax, which for the FY 2011-12 is Rs.1,80,000 in case of all individuals, Rs.1,90,000/- in case of women, Rs.2,50,000/- in case of senior citizens and Rs.5,00,000/- in case of super senior citizens, the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the rate of ten per cent in accordance with and the proviso to sub-section (1) of section 112 of the I.T. Act read with CBDT Circular 721 dated September 13, 1995. A 2% education cess and 1% secondary and higher education cess on the total income tax (including surcharge) is payable by all categories of tax payers as per the current tax laws. Short-term capital gains on the transfer of listed Bonds, where Bonds are held for a period of not more than 12 months, would be taxed at the normal rates of tax in accordance with and subject to the provision of the I.T. Act. The provisions related to minimum amount not chargeable to tax, surcharge and education cess as described above would also apply to such short-term capital gains. In case the bonds are held as stock in trade, the income on transfer of bonds would be taxed as business income or loss in accordance with and subject to the provisions of the Income Tax Act. B. WEALTH TAX

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

Gift-tax is not levied on gift of Bonds in the hands of the donor as well as the donee as the Gift-tax Act, 1958 have ceased to apply in respect of gifts made on or after 1st October, 1998.

32

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

PROCEDURE OF APPLICATIO The Information Memorandum and the Application Forms for this Issue can be obtained from our Registered Office or website: ifciltd.com, or from the arrangers appointed for the Issue. All Applicants shall have the option of applying for the Bonds either through cheque/bank draft as advised in the section Payment Instructions for Applicants. Application Form Applicants are required to submit their Applications through the Bankers to the Issue. Such Applicants shall only use the specified Application Form either downloaded from our website or bearing the stamp of the arrangers. All Applicants shall have the option to apply for any of or all Options of Bonds in the Application Form. WHO CA APPLY Resident Indian individuals who are major; and Hindu Undivided Families (HUF) through the Karta of HUF Impersonation/ Fictitious applications Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of section 68A of the Companies Act, which is reproduced below: Any person who (a) makes, in a fictitious name, an Application to a body corporate for acquiring, or subscribing to, the Bonds, or (b) otherwise induces a body corporate to allot, or register any transfer of, bonds therein to them, or any other person in a fictitious name, shall be liable for legal consequences of such action. Application size Applications are required to be for a minimum Rs.5,000 i.e 1 (one) Bond and multiples of one (1) Bond thereafter. How to apply: General Instructions:
1. 2.

Applications for the Bonds must be made in the prescribed form (Application Form). The Application Forms are required to be completed in block letters in English as per the instructions contained herein and in the Application Form, and are liable to be rejected if not so completed. If the applicant is Hindu Undivided Family (HUF), the Applicant should specify that the Application is being made in the name of the HUF in the Application Form as follows: Name of Sole or First Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta. PAN of the HUF should be provided.

3.

33

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

4.

Thumb impressions and signatures other than in English/Hindi must be attested by an authorised official of a Bank or Magistrate or Notary Public or a Special Executive Magistrate under his official seal. Permanent Account Number: Each of the Applicants is required to mention his PAN allotted under the Income Tax Act in the Application Form. The PAN would be the sole identification number for participants transacting in the securities markets, irrespective of the amount of the transaction. Any Application Form without the PAN is liable to be rejected. Applicant must mention the 16 digit DP ID/Client ID correctly in the Application Form, in case they apply for bonds in dematerialised form. Investors may attach a self attested copy of proof of DP Id and Client Id (desirable to avoid mismatch).
The applicants may note that in case the DP ID / Client ID and PAN mentioned in the Application Form do not match with the DP ID / Client ID and PAN available in the depository database, the application is liable to be rejected or bonds allotted in physical form subject to the application being in order in all other respects.

5.

6.

7.

8.

Applicants desiring for allotment of bonds in physical form are required to submit the following documents along with the Application Form: (a) Self-attested copy of the PAN card; (b) Self attested copy of the proof of residence. Any of the following documents shall be considered as a verifiable proof of residence: Ration card issued by the Government Authority; or Valid driving license issued by any transport authority of the Republic of India; or Electricity bill (not older than 3 months); or Landline telephone bill (not older than 3 months); or Valid passport issued by the Government of India; or Voters Identity Card issued by the Government of India; or Passbook or latest bank statement issued by a bank operating in India; (c) Cancelled cheque or copy of cheque of the bank account of the applicant to which the amounts pertaining to payment of refunds, interest and redemption, as applicable, should be credited. Joint Applications: Applications may be made in single or joint names (not exceeding three) and should be in the similar sequence as mentioned in the Demat Account. In the case of joint Applications, all payments will be made out in favour of the first Applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form at the address mentioned therein. Multiple Applications: In case of multiple applications, which is two or more Application Forms submitted by a single Applicant, the applications shall be aggregated based on the PAN of the Applicant. Applicants are requested to write their names, telephone no. and Application serial number on the reverse of the account payee cheque/draft by which the payments are made.

9.

10.

34

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

11.

Applicants should ensure to make payment of the Applicantion Amount by way of single cheque/DD and not multiple cheques/DDs for a single Application Form. Tax Deduction at Source: Persons (other than companies and firms) resident in India claiming receipt of interest on Application money without deduction of tax at source are required to submit Form 15G/Form 15H at the time of submitting the Application Form, in accordance with and subject to the provisions of the Income Tax Act. Other Applicants can submit a certificate under section 197 of the Income Tax Act. For availing the exemption from deduction of tax at source from interest on Bonds, the Applicants are required to submit Form 15G/15H/certificate under section 197 of the Income Tax Act/valid proof of exemption each financial year.

12.

For further instructions, please read the Application Form carefully.

Payment Instructions for Applicants: All Applicants are required to make payment of the full Application Amount along with the Application Form. All cheques/drafts must be made payable to IFCI Limited-Infra Bond Account and crossed A/C PAYEE ONLY and payable locally where the Application is being submitted. Demand Draft charges, if any, shall be borne by the applicant. Cheques/Demand Drafts may be drawn on any designated collection centre (as mentioned in the Information Memorandum) where application form is being deposited. All Applications duly completed and accompanied by account payee cheques/drafts shall be submitted at the Designated Branches of the Collecting Bank listed in the Information Memorandum or as may be specified by us in the Application Form. Applications shall be deemed to have been received by us only when submitted to our Designated Branches or at our specified collection centres/agents as detailed herein and not otherwise. Unless we specifically agree in writing with or without such terms or conditions as we may deem, a separate single cheque/draft must accompany each Application Form. All Application Forms received with outstation cheques/drafts, post-dated cheques, cheques/bank drafts drawn on banks not participating in the clearing process, money orders/postal orders shall be rejected and we shall not be responsible for such rejections. Further, our Designated Branches/collection centres/agents will not accept payments made in cash. No receipt would be issued by the Issuer for the Application money. However, our Designated Branch on receiving the applications will acknowledge receipt by stamping and returning the acknowledgment slip to the Applicant.

Rejection of Applications: The Company reserves its full, unqualified and absolute right to accept or reject any Application in whole or in part and in either case without assigning any reason thereof. 35

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Application would be liable to be rejected on one or more technical grounds, including but not restricted to: Applications without PAN; Application by non-eligible entities; Application by minor; Number of Bonds applied for is less than the minimum Application size; Applications not duly signed by the sole/joint Applicants; Applications for a number of Bonds which is not in a multiple of one; Bank account details not given; Applications by persons not competent to contract under the Indian Contract Act, 1872, as amended; Application by stock invest; Applications accompanied by cash; In case no corresponding record is available with the Depositories that matches three parameters namely, names of the Applicant (including the order of names of joint holders), the DP ID / Client ID and the beneficiarys account number. Payment by way of outstation cheque or demand draft

The Company shall not be responsible for rejection of the Application on any of the technical grounds mentioned above and no interest will be paid on Application amount. Application form received after the closure of the Issue shall be rejected. In the event, if any Bond(s) applied for is/are not allotted, the Application monies of such Bonds will be refunded, as may be permitted under the provisions of applicable laws, without any interest. Depository Arrangement We have made depository arrangements with NSDL and CDSL for this Issue and holding of the Bonds in dematerialised form. As per the provisions of the Depositories Act, the Bonds can be held in a dematerialised form, i.e., they shall be fungible and be represented by a statement issued through electronic mode. In this context: (i) Two tripartite agreements being signed: Tripartite Agreement among IFCI, Karvy Computershare Pvt. Ltd. and NSDL for offering depository option to the Bondholders and Tripartite Agreement, among IFCI, Karvy Computershare Pvt. Ltd. and CDSL for offering depository option to the Bondholders. (ii) An Applicant shall seek the Allotment of Bonds either in electronic mode or physical mode for the entire Bond. No partial Applications for physical mode for the Bonds shall be entertained and any such Applications are liable to be rejected. (iii) An Applicant applying for Bonds in the electronic form is required to have at least one beneficiary account with any of the Depository Participants (DPs) of NSDL or CDSL, prior to making the Application. (iv) An Applicant seeking Allotment of Bonds is required to fill in the details of DP Name, beneficiary account number and DP ID /Client ID correctly in the Application Form.

36

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

(v) Bonds allotted to an Applicant will be credited directly to the Applicants respective beneficiary account(s) with the DP. (vi) The names of the Applicants stated in the Application Forms are required to be identical to those appearing in the account details with the Depository. In case of joint holders, the names are required to be in the same sequence as they appear in the account details with the Depository. (vii) Non-transferable Allotment advice/refund orders will be directly sent to the Applicant by the Registrar to the Issue. (viii) In case of Allotment of Bonds, the address, nomination details and other details of the Applicant as registered with his DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his demographic details given in the Application Form vis--vis those with his DP. In case the information is incorrect or insufficient, IFCI would not be liable for losses, if any. (ix) It may be noted that Bonds in electronic form can be traded only on the Stock Exchange having electronic connectivity with NSDL or CDSL. BSE, where our Bonds are proposed to be listed has connectivity with NSDL and CDSL. (x) Interest or other benefits with respect to the Bonds held in dematerialised form would be paid to those Bondholders whose names appear on the list of beneficial owners given by the Depositories to us as on Record Date. In case of those Bonds for which the beneficial owner is not identified by the Depository as on the Record Date, we would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner is identified by the Depository and conveyed to us, whereupon the interest or benefits will be paid to the beneficiaries, as identified, within a period of 30 days. The trading of the Bonds shall be in dematerialised form only. Letters of Allotment/ Refund Orders IFCI reserves, in its absolute and unqualified discretion and without assigning any reason thereof, the right to reject any application in whole or in part. The unutilised portion of the application money will be refunded to the Applicant by an account payee cheque/demand draft. In case the cheque payable at par facility is not available, IFCI reserves the right to adopt any other suitable mode of payment. IFCI shall credit the allotted Bond to the respective beneficiary accounts/dispatch the Letter(s) of Allotment or Letter(s) of Regret/Refund Orders upto Rs.1,500/- by Ordinary Post/Speed Post/Courier and orders in excess of Rs.1,500/- by registered/speed post/courier at the Applicants sole risk. Further, (a) (b) (c) Deemed date of Allotment of the Bonds shall be December 12, 2011. Credit to dematerialised accounts will be made within two Working Days from the date of Allotment; In case of rejection of the application on account of technical ground or for any other reason, refund of application money without interest will be made within a period of 30 days from the date of allotment of the bonds. In case of Bonds that are being issued in physical form, the Company will issue one certificate to the Bondholder for the aggregate amount of the Bonds that are applied for (each such certificate a Consolidated Bond Certificate). 37

(d)

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Governing Law The Bonds are governed by and shall be construed in accordance with the existing laws in India. Any dispute arising thereof will be subject to the jurisdiction of courts at Delhi. Investors relations and grievances redressal: Arrangements have been made to redress investor grievances expeditiously as far as possible. IFCI endeavours to resolve the investors grievances within 30 days of its receipt. All grievances related to the issue quoting the Application Number, number of bonds applied for, amount paid on application and place where the application was submitted, may be addressed to the Registrar and Transfer Agents, M/s Karvy Computershare Private Limited at Plot Nos.17-24, Vittal Rao Nagar Madhapur, Hyderabad500081,Tel: +91 40 4465 5000; Email: einward.ris@karvy.com or Resources Department at the Registered & Corporate Office of IFCI Limited at IFCI Tower, 61 Nehru Place, New Delhi-110019, Tel No.: (011) 41792800, 41732000; Email: infrabonds@ifciltd.com.

38

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

ABOUT IFCI LIMITED Corporate Details : Name of the Issuer Registered & Corporate Office Tel. No. Fax No. Website E-mail Background IFCI was established in the year 1948 by an Act of Parliament to provide institutional finance for industrial development in the country. It was subsequently corporatized in July 1993 after passing of the Industrial Finance Corporation (Transfer of Undertaking and Repeal) Act, 1993 by the parliament of India. By virtue of this Repeal Act, the tax benefits, available to it under the Income Tax Act and Rules, as a statutory corporation, have been made available to it even after becoming a company. Subsequently, during the year 2001, its name was changed to IFCI Limited and an amended certificate of incorporation was obtained from the Registrar of Companies, Delhi & Haryana. It was registered as a non-banking financial company with RBI during the year 1998, but was exempted from most of the regulatory guidelines for non-banking financial companies, being regulated as a financial institution. From August 2007 onwards, it is being regulated as a non-banking financial company. Its lending policies over the last 60 years of operations sought to achieve the primary objective of providing medium and long term assistance to the industrial sector and to fulfill the overall goal of industrial development in the country, while remaining initially within the limits of provisions of the Industrial Finance Corporation Act 1948 and after incorporation as a company, doing business as set out in the Memorandum and Articles of Association of the IFCI Limited. Since its inception, IFCI has been meeting the changing requirements of the clients through various schemes and financial products. As the first development financial institution of India, IFCI has been instrumental in development of industry in the country in the immediate post-independence period when the Indian capital market was not developed and banks were not in a position to provide long term assistance. Initially, the funding of its resources was from Reserve Bank of India, Government of India, Bonds guaranteed by Government of India and from international multilateral agencies. Post-corporatization, the resources are being mobilized from the market through equity, bonds and loans. IFCI, at present, is a non-banking financial company as per the Reserve Bank of India Act, 1949. IFCI is also a notified public financial institution under Section 4A of the Companies Act, 1956. The management of its affairs is vested with the Board of Directors, the day to day operations being carried out by a pool of experienced professionals under the immediate supervision of the Chief Executive Officer and Managing Director. : : : : : : IFCI Ltd. IFCI Tower, 61 Nehru Place, New Delhi 110019 (011) 41732000/41792800 (011) 26230029 www.ifciltd.com helpdesk@ifciltd.com

39

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Main Objects The main objects as contained in our Memorandum of Association are: To take over the Assets/Liabilities, rights, powers, authorities and privileges, business and functions of Industrial Finance Corporation of India, established under Industrial Finance Corporation Act, 1948. To carry on the business of assisting enterprises in industrial and services sectors. To provide financial assistance in the form of Short, Medium or Long Term Loans or Working Capital facilities or Equity Participation, individually or in syndicates and in any form/scheme as may be deemed expedient. To subscribe to or purchase, underwrite, invest in and acquire and hold and sell, dispose of shares, stocks, debentures or any other instruments. To carry on the business of leasing and hire purchase finance company. To borrow or raise moneys by way of loans or otherwise both in rupees and foreign currencies or secure the payment of money by the issue, sale of debentures, stock, bonds, obligations, mortgages and securities of all kinds. To receive/invest moneys on deposit on such terms and conditions as may be deemed expedient in the interest of the Company. To draw, make, accept, endorse, discount, rediscount, negotiate, execute and issue of bills of exchange, promissory notes and other negotiable or transferable instruments. To provide consultancy and merchant banking services in or outside India. To perform and undertake activities pertaining to warehousing, bill marketing, factoring, custodial services and related fields. To carry on the business of Depository Participants and provide related services. To set up Trusts, under the Indian Trust Act for establishment of mutual funds, venture capital funds and funds of any kind and to carry on and to provide related services. To deal, transact, undertake, buy, sell foreign currencies as an authorized (Foreign Exchange) Dealer. Present Business Activities: Though started as a term lending institution, IFCI has diversified to many other activities over the period and provides a wide range of services to industry in the areas of both fund based and fee based services. Its products and services include: Project Finance, which includes financial assistance to industrial and service concerns for their new projects as also for expansion, diversification and modernization schemes, underwriting, direct subscription to equity, senior debt financing in the form of loans, debentures, securitized debts, mezzanine products, including subordinated debt and preference capital and equity financing through unlisted equity; Corporate Loans, including short term loans for working capital, capital expenditure and general corporate expenditure purposes; Project Development, which includesproject conceptualization and participation in the development of a project as a co-promoter or financial investor, in consortium with other financiers with an objective to exit the project in a definite time frame after implementation, with the desired return: Principal Investments, which includes equity investments made by the company with a view to earning non-interest income; Resolution of on-Performing Assets, including acquisition of non-performing assets from other banks and institutions with a view to leveraging the expertise developed in course of its business in resolution of such assets; Financial Services, comprising debt and equity syndication, structured finance; 40

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Project and Corporate Advisory Services, which include investment appraisal, business asset valuation, privatization and PSU disinvestment, advice on mergers & joint ventures, buy/sell advisory, legal advisory, capital structuring, study of techno-economic feasibility, IPO monitoring, financial analysis and modeling as well as advisory services to state and central governments. IFCI has provided these services to reputed corporates like SAIL, BHEL, BEML, ONGC, GAIL, NeelachalIspat, Inland Waterways Authority, ITPO, Air India, Uttaranchal JalVidyut Nigam, Tata Steel, Indian Hotels Ltd., Omaxe Ltd and various governments like Government of India, Government of Uttar Pradesh and Government of Rajasthan; and Other Fee Based Services, which include managing the disbursement of funds from the Sugar Development Fund of Government of India to the eligible sugar manufacturing companies and recovery from such companies and financial appraisal of such companies sugar projects on management fee basis.

Subsidiaries and Associates During the course of its existence, IFCI has established various subsidiaries as an extension of its business and many other organizations of national and social importance. Recently, tangible steps have been taken for reorientation and growth of these subsidiaries viz., IFCI Venture Capital Fund (IVCF), IFCI Financial Services Ltd. (IFIN), IFCI Infrastructure Development Ltd. (IIDL) and IFCI Factors Ltd. (IFL) {previously Foremost Factors Ltd.}. Subsequently, there has been addition of step down subsidiaries viz. IFIN Commodities Ltd., IFIN Credit Ltd., Narayan Sriram Investments Pvt. Ltd. and Ambition Realtors Ltd. These entities, managed by professional Boards, have tremendous potential for growth and have shown remarkable progress in the immediate past year. IFCI has also promoted some of the specialized institutions like Management Development Institute (MDI), Information & Credit Rating Agency of India Ltd. (ICRA), Assets Care & Reconstruction Enterprise Ltd. (ACRE), Institute of Leadership Development (ILD) {previously known as Institute of Labour Development}, Tourism Finance Corporation of India Ltd. (TFCI). IFCI has also taken part in establishment of national institutions like Securities Trading Corporation of India Ltd. (STCI), LIC Housing Finance Ltd., GIC Housing Finance Ltd., Entrepreneurship Development Institute of India (EDII) and various Technical Consultancy Organizations (TCOs), Stock Holding Corporation of India Ltd., National Stock Exchange of India Ltd., OTC Exchange of India, Biotech Consortium India Ltd., A B Home Finance Ltd. and continues to hold stakes in these organizations.

Board of Directors The composition of the Board of Directors of the Company (as on September 1,2011) stood as under: ame Shri P. G. Muralidharan Designation Non-Executive Chairman of the Board Chief Executive Officer and Managing Director Govt. Nominee Address Lavanya, VH-52, Vikramapuram Hill Kuravankonam, Trivandrum 695003 IFCI Limited, IFCI Tower 61, Nehru Place, New Delhi 110 019 Joint Secretary, Ministry of Finance, Department of Financial Services, Jeevan Deep Building, 3rd Floor, Parliament Street, New Delhi 110 001 Director,

Shri Atul Kumar Rai Shri Umesh Kumar

Shri Sanjeev Kumar Jindal

Govt. Nominee 41

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Ministry of Finance, Department of Financial Services, Jeevan Deep Building, 3rd Floor, Parliament Street, New Delhi 110 001 Shri Shilabhadra Banerjee Shri Prakash P Mallya Independent Director Independent Director 1464, Sector-14, Faridabad(HR) 121007 No.46, Pratosh, 2nd Cross, Bannerghatta Road Panduranganagar, Bangalore-560076 Vice Chairman & Managing Director, Bharti Enterprises Ltd. Bharti Crescent, 1, Nelson Mandela Road, VasantKunj, Phase-II, New Delhi 110070 Executive Director, LIC of India, Central Office, Yogakshema JeevanBimaMarg P.O. Box No 19953, Mumbai 400021 780, Sector-4, Urban Estate Gurgaon 122001 Prachi 428, Purbhachal Main Road, Kolkata - 700078 M-6, 1st Floor, Lajpat Nagar-II, New Delhi-110024 Chartered Accountant, 96/8, Al-Ameen Apartments First Cross, South End Road, Bangalore-560004 IFCI Ltd., IFCI Tower 61, Nehru Place New Delhi 110 019

Shri Rakesh Bharti Mittal

Independent Director

Smt. Usha Sangwan

Independent Director

Prof. Shobhit Mahajan Prof. Omprakash Mishra

Independent Director Independent Director

Shri K. Raghuraman Shri S. Shabbeer Pasha

Independent Director Independent Director

Shri Sujit K. Mandal

Whole Time Director

Major events including Capital Restructuring Share Capital: IFCI started its operations with an initial equity share capital of Rs.5 crore in 1948-49. The share capital was gradually increased to Rs.10 crore by 1973 and Rs.202.50 crore by June 1993. After incorporation as a company, IFCI came out with its public issue in December 1993 and its equity capital stood at Rs.339.07 crore as at the end of March 1994. Subsequently, through a rights issue in the year 2000-01, its equity share capital was increased to Rs.638.67 crore. During the year 2007-08, a major portion of the Zero Coupon Convertible Debentures was converted into equity shares of IFCI through exercise of the option by the holders and the equity share capital stood at Rs.737.84 crore as on March 31, 2011. The preference share capital, issued during the years from 1997-98 to 2000-01, stood at Rs.263.84 crore as on March 31, 2011. With the formation of IDBI in 1964, the shares of IFCI, originally subscribed by the Government of India and Reserve Bank of India, were transferred to IDBI and the stake of IDBI was increased to 50% subsequently through additional acquisition. However, with initial public issue, the shareholding pattern 42

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

became diversified with the general public holding a substantial portion. The shareholding pattern, as on March 31, 2011 is as under: Shareholding Pattern (%age) Banks, Financial Institutions, Insurance Companies, Mutual Funds & UTI Bodies Corporate Foreign Institutional Investors Others Public Total Restructuring of Liabilities As a development financial institution, a major portion of the financial assistance of IFCI was being made to Greenfield projects and to the projects in underdeveloped states. With the industrial liberalization and globalization through economic reforms, many Indian industries became uncompetitive. The industrial recession during the 1990s made many of the large projects financed by IFCI un-viable and nonperforming assets. This affected its profitability and liquidity, which necessitated restructuring of IFCIs liabilities for the first time in its five decade history. With the cooperation from all classes of investors, the liabilities were successfully restructured. With this and the financial support of Rs.2,932 crore from the Government of India, the company turned around and started earning operational profit from the year 2004-05 and net profit from the year 2006-07 onwards. Operational Performance The following tables show the details of Sources and Application of Funds, Profit & Loss account and the salient features of the financial results during the last four years: Table I (Rs. in crore) SOURCES & APPLICATIO S OF 31-Mar-10 31-Mar-09 31-Mar-08 31-Mar-11 FU DS SOURCES OF FU DS Shareholders' Funds - Share Capital 1001.68 1001.68 1108.28 1190.32 - Reserves and Surplus 4001.44 3608.12 2632.47 2134.55 Loan Funds (Unsecured) - Rupee Loans 18737.72 13028.27 9039.98 9595.91 - Foreign Currency Loans 526.85 534.19 631.29 627.08 TOTAL 24267.69 18172.26 13412.02 13547.86 APPLICATIO OF FU DS Fixed Assets Gross Block Less: Depreciation Net Block Capital work-in-progress (including advances) Investments March 31, 2011 29.38 10.70 22.04 37.88 100.00 March 31, 2010 32.28 12.80 13.02 40.88 100.00

1513.61 313.57 1200.04 12.57 8005.56 43

1738.55 307.38 1431.17 18.93 5882.43

1102.04 285.19 816.85 72.25 4038.76

1197.61 274.97 922.64 54.3 2270.72

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Deferred Tax Asset (Net) Current Assets, Loans and Advances Sundry Debtors Cash and Bank Balances Other Current Assets Loans to Assisted Concerns Other Loans and Advances Less: Current Liabilities and Provisions Current Liabilities Provisions Net Current Assets TOTAL

1020.91 75.67 527.86 242.49 14399.85 430.00 15675.87 1036.85 610.41 1647.26 14028.61 24267.69

1387.44 59.95 38.53 187.6 10171.81 411.35 10869.24 811.53 605.42 1416.95 9452.29 18172.26

1726.31 135.72 483.59 174.95 7019.9 414.23 8228.39 992.56 477.98 1470.54 6757.85 13412.02

2037.72 7.95 3482.31 285.41 5395.14 450.30 9621.11 881.44 477.19 1358.63 8262.48 13547.86 Table II

PROFIT & LOSS ACCOU T I COME Income from Operations Other Income TOTAL I COME (A) EXPENDITURE Cost of Borrowings Payments to and provisions for employees Establishment and Other Expenses Depreciation (Net of transfer from Revaluation Reserve) TOTAL EXPE DITURE (B) PROFIT BEFORE PROVISIO S/ WRITE OFF (A-B) Bad and Doubtful Loans & Advances and other Assets Write-off Provision Provision u/s 36(1)(viia)(c) Provision Reversal Amount receivable from Govt. of India written off PROFIT BEFORE TAX Provision for Taxation - Income Tax

2010-11 2421.64 64.73 2486.37 1318.97 64.92 76.27 10.28 1470.44 1015.93

2009-10 1657.05 22.28 1679.33 891.18 57.28 54.44 8.98 1011.88 667.45

2008-09 1402.07 82.45 1484.52 790.05 51.23 39.62 7.52 888.42 596.1

2007-08 1,963.00 148.42 2,111.42 820.67 121.33 31.25 6.87 980.12 1,131.30

513.81 21 -685.13 1166.25 93.47 44

284.66 0 15 -747.47 1115.26 105.45

204.26 75.59 0 -693.98 1010.23 111.62

400.07 (1,353.36) 2,084.59 (416.00) 1,668.59 148.22

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

- MAT Credit Entitlement - Deferred Tax Charge (Net) - Fringe Benefit Tax PROFIT AFTER TAX Surplus brought forward from Previous Year Profit available for appropriation APPROPRIATIO S: Reserve u/s 45IC of RBI Act Capital Redemption Reserve General Reserve Special Reserve u/s 36(1)(viii) Staff Welfare Fund Corporate Social Responsibility Fund Proposed Dividend - Equity - Preference Tax on Distributed Profits - Equity - Preference Balance carried over to Balance Sheet Total Basic Earnings per share of Rs.10.00 each (Rs.) Diluted Earnings per share of Rs.10.00 each (Rs.)

366.53 706.25 607.79 1314.04 141.25 0 0 10 0.27 10.00 73.78 0.26 12.25 0.05 1066.18 1314.04 9.57 8.30

0 338.87 0 670.94 312.11 983.05 134.19 82.03 65 10 71.81 0.26 11.92 0.05 607.79 983.05 9.08 5.68

-74.72 311.41 4.77 657.15 12.36 669.51 133.9 82.03 65 0 60.99 4.37 10.37 0.74 312.11 669.51 8.55 4.58

(145.70) 644.70 0.80 1,020.57 -836.20 184.37 36.87 21.36 -

97.25 16.53 12.36 184.37 15.22 9.07

The salient features of operational performance of IFCI during the last five years till 2010-11 are stated below: (Rs. in crore) Performance indicators (for year ended/ as on) Operational Income Other Income Total Income Profit After Tax Shareholders Funds Loan Funds Debt Equity Ratio (times) Capital Adequacy Ratio (%) Net NPA to Net Advances (%) 31-Mar-11 2421 65 2486 706 4025 19265 5.10 16.40 0.97 31-Mar-10 31-Mar-09 1,657 22 1,679 671 3,415 13,562 4.30 17.88 0.50 1,402 83 1,485 657 3,174 9,674 2.72 19.76 0.00 31-Mar-08 1,963 149 2,112 1,021 2,675 10,223 3.19 17.40 0.00 31-Mar-07 1,990 57 2,047 898 446 12,924 13.06 14.04 0.00

*excluding revaluation reserve and including Preference capital. 45

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Contingent Liabilities not provided for: The following were the contingent liabilities which were not provided for in the books as on March31,2011: (Rs. in crore) S.No. Contingent Liabilities (i) (ii) (iii) (iv) (v) Guarantees issued in Indian Currency Bank Guarantees (2.87+4.00+2.00) Performance Guarantees issued Claims not acknowledged as debts Estimated amount of contract (including lease contract) remaining to be executed on capital account (net of advances) (vi) Tax Matters Income Tax Service tax In view of judicial pronouncements and legal opinions in respect of issues under appeal, no provision is considered necessary. As on 31/03/2011 26.96 8.87 0.60 92.35 3.78 As on 31/03/2010 50.00 6.87 0.67 50.14 4.36

27.07 4.54

314.64 3.08

DETAILS OF OTHER BORROWI GS (DETAILS DEBT SECURITIES ISSUED I THE PAST, PARTICULARS OF DEBT SECURITIES ISSUED FOR CO SIDERATIO OTHER THA CASH OR AT A PREMIUM OR DISCOU T OR I PURSUA CE OF A OPTIO , HIGHEST TE HOLDERS OF EACH CLASS OR KI D OF SECURITIES, DEBT EQUITY RATIO) 1. Details of borrowings (as on March 31, 2011) As on March 31,2011 400.00 818.19 8642.10 8748.99 128.44 526.85 19264.57 (Rs. cr) As on March 2010 400.00 818.19 7045.88 4614.98 148.94 534.19 13562.18

Particulars Optionally Convertible Debentures Non-Convertible Debentures Bonds Term Loans Others Foreign Currency Borrowings Total 2. Highest ten holders of securities:

a) Equity Shareholders (as on March 31, 2011) Sr No Name of the Shareholder 1 Life Insurance Corporation of India 2 General Insurance Corporation of India 3 The Royal Bank of Scotland N.V. (London Branch) 4 Canara Bank 5 Oppenheimer International Small Company Fund 6 Central Bank of India 46

o. of shares 6,19,44,644 1,60,02,700 1,35,88,000 1,24,56,188 1,13,26,259 1,11,49,526

% 8.40 2.17 1.84 1.69 1.54 1.51

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

7 8 9 10

Citigroup Global Markets Mauritius Pvt. Ltd. The Oriental Insurance Company Ltd. Credit Suisse (Singapore) Ltd. R S Investment Trust A/C RS Emerging Markets TOTAL b) Preference Shareholders (as on March 31, 2011)

1,05,54,409 1,02,45,438 1,01,01,471 88,51,783 16,62,20,418

1.43 1.39 1.37 1.20 22.54

Sr No Name of the Shareholder 1 State Bank of India 2 Punjab National Bank 3 Oriental Bank of Commerce 4 Canara Bank 5 Union Bank of India 6 Andhra Bank 7 Bank of Baroda 8 State Bank of Hyderabad 9 Dena Bank 10 The Oriental Insurance Co Ltd TOTAL c) Bonds (as on March 31, 2011) Sr o 1 2 3 4 5 6 7 8 9 10 TOTAL ame of the Bondholder Life Insurance Corporation of India Central Board of Trustees EPFO State Bank of India Punjab National Bank UCO Bank Bank of Baroda Canara Bank Central Bank of India Oriental Bank of Commerce Food Corporation of India EPF

Amount (Rs) 80,00,00,000 77,00,00,000 30,66,12,000 28,26,46,000 14,13,22,000 900,,00,000 5,00,00,000 5,00,00,000 4,13,22,000 3,00,00,000 256,19,02,000

% 30.38 29.24 11.64 10.73 5.37 3.42 1.90 1.90 1.57 1.14 97.29

Amount (RsCrores) 843.38 756.85 695.15 339.72 258.76 239.38 213.28 150.98 146.64 125.75 3770.04

%age 9.76 8.76 8.04 3.93 2.99 2.77 2.47 1.75 1.70 1.46 43.63

d) Debentures (as on March 31, 2011) Sl o ame of the Debenture holder 1 Government of India 2 Life Insurance Corporation of India 3 State Bank of India TOTAL (There were three debenture holders as on March 31, 2011) Amount (Rscr) 400.00 618.19 200.00 1218.19 %age 32.84 50.75 16.42 100.00

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e) Term Loans as on March 31, 2011 Sl o 1 2 3 4 5 6 7 8 9 10 ame of lender Canara Bank Central Bank of India Syndicate Bank State Bank of India Oriental Bank of Commerce UCO Bank Punjab & Sind Bank State Bank of Hyderabad The Federal Bank Ltd Dena Bank Total f) DEBT EQUITY RATIO As on March 31, 2009 March 31, 2010 June 30, 2011 (before considering the present Issue) June 30, 2011 (after considering present Issue of Rs.100 cr) Debt Equity Ratio (times) 2.72 3.97 5.19 5.22 Amount 1775.00 1600.00 1400.00 1000.00 600.00 500.00 250.00 200.00 200.00 166.67 7691.67 %age 21.73 19.58 17.14 12.24 7.35 6.12 3.06 2.45 2.45 2.04 94.16

PARTICULARS OF DEBT SECURITIES ISSUED (I) FOR CO SIDERATIO OTHER THA CASH, WHETHER I WHOLE OR PART, (II) AT A PREMIUM OR DISCOU T, OR (III) I PURSUA CE OF A OPTIO The Company confirms that other than and to the extent mentioned elsewhere in this Information Memorandum, it has not issued any debt securities or agreed to issue any debt securities for consideration other than cash, whether in whole or in part, at a premium or discount or in pursuance of an option since inception. SERVICI G BEHAVIOR O EXISTI G DEBT SECURITIES A D OTHER BORROWI GS The payment of interest and repayment of principal is being done in a timely manner on the respective due dates. U DERTAKI G REGARDI G COMMO FORM OF TRA SFER The Bonds shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/ CDSL/ Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Bonds held in electronic form. The seller should give delivery instructions containing details of the buyers DP account to his depository participant. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would need to be settled 48

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

with the transferor(s) and not with the Company. The Company undertakes that it shall use a common form/ procedure for transfer of Bonds issued under terms of this Information Memorandum. MATERIAL EVE T, DEVELOPME T OR CHA GE AT THE TIME OF ISSUE The Company hereby declares that there has been no material event, development or change at the time of issue which may affect the issue or the investors decision to invest/ continue to invest in the debt securities of the Company. MATERIAL CO TRACTS, AGREEME TS I VOLVI G FI A CIAL OBLIGATIO S OF THE ISSUER Copies of the documents, referred to below, shall be available for inspection at the Registered & Corporate Office of IFCI between 10:00 a.m. to 12:00 noon on any working day until the issue closing date: a) The Industrial Finance Corporation (Transfer of Undertaking and Repeal) Act, 1993. b) Memorandum and Articles of Association of the Company. c) Certificate of incorporation dated May 21, 1993. d) Fresh Certificate of incorporation dated October 27, 1999, upon change of name. e) Certified copy of the resolution of the shareholders passed at the Annual General Meeting held on September 30, 1998, authorizing the Board of Directors of the Company of borrowing powers under section 293(1)(d) of the Companies Act, 1956. f) Annual reports of the Company for the financial years 2006-07, 2007-08, 2008-09, 2009-2010 and 2010-11. g) Copy of letter appointing M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents. h) Copy of letter appointing IDBI Trusteeship Services Ltd. as Trustees to the Bondholders. i) Board Resolution dated April 18, 2011 authorizing the issue of Bonds offered under terms of this Information Memorandum. j) Consent from the Trustees to the Bondholders and Registrars to the Issue referred to in this Information Memorandum to act in their respective capacities. k) Copy of application made to BSE for grant of in-principle approval for listing of Bonds. l) Letter from, conveying the credit rating for the Bonds of the Company.

m) Tripartite Agreement that will be entered into among the Company, NSDL and Karvy Computershare Pvt. Ltd. for issue of Bonds in dematerialised form. n) Tripartite Agreement that will be entered into among the Company, CDSL and Karvy Computershare Pvt. Ltd. for issue of Bonds in dematerialised form. 49

IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

DECLARATIO It is hereby declared that this Information Memorandum contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008. The Company also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Information Memorandum also does not contain any false or misleading statement. The Company accepts no responsibility for the statement made otherwise than in the Information Memorandum or in any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk. Signed in pursuance of internal authority granted.

(Authorised Signatory)

Place: New Delhi Date: September 20, 2011

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

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COLLECTI G BA K BRA CHES HDFC BANK


Agra: First Floor, Pariney Garden, Bhagfarjana, Civil Lines, 0562-4010382; Ahmedabad: Astral Tower, Near Mithakhali Six Road, Navrnagpura, 079-32423470; Ahmednagar: Ambar Plaza, "A" Wing, Second Floor, Station Road, 0241-2451963; Ajmer: Near Suchna Kendra, Adj. to Swami Complex, 0145-5100123; Akola: Sethi Heights, 1st Floor, Opp. Zilla Parishad, 0724-2420726; Aligarh: 3-316 Bhalla Complex Ramghat Road, 0571-2741973; Allahabad: 58, S.P Marg Civil Lines, 9335070679; Alwar: Bhagat Singh Circle, Opp. UIT, 0144-5100880; Ambala: 6352/11, Nicholson Road, First Floor, 9315802678; Amravati: C/o Rasik Plaza, Morshi Road, Jaystambh Chowk, 9372499428; Amreli: Street # 2, Manekpara Main Road, 09328126897; Amritsar: 26 Kennedy Avenue, First Floor, 01833018603; Anand: 1st Floor, Sanket Complex, Next to Sales India, Grid Cross Road, 09327568094; Ankleshwar: Commercial Plot 73/P, GIDC Estate, S.A. Motors Building, Old Ankleshwar Highway, 02646-650826; Asansol: P.C Chatterjee Market, Rambandhu Talaw, 0341-2315179; Aurangabad: Divekar Plaza, CTS No.18272, IInd Floor, Railway Station Road, Padampura, 0240-6604355; Bagalkot: Opp. Railway Station, Ward No.10, 9343340658; Balasore: F.M. Circle, Balasore Branch (Orissa), 06782-263335; Bangalore: Cash Management Services "SALCO CENTRE", # 8/24, Richmond Road, 080-66633131; Bardoli: Shree Ambika Niketan, Station Road, Sardar Baug, 09327568085; Bareilly: WBO, 1st Floor, 154 Krishna Place, Civil Lines, 0581-3299631; Baroda: 1st Floor, Fortune Tower, Vadodara Stock Exchange Building, Opp. Parsi Agiyari, Sayajigunj, 93247468108; Batala: SCF 173-174 Jalandhar Road, 01871-500042; Begusarai: Kachhari Chowk, Today Market, 9334391765; Belgaum: No.4830/2A Opp. District Hospital, Dr. Ambedkar Road, 0831-2404415; Bhagalpur: Triveni Apartment, Dr. R.P Road, 9334391764; Bharuch: 127, Alfa Society, Link Road, 9327468094; Bhatinda: 83/1 Liberty Chowk, Civil Lines, 9316982824; Bhavnagar: 1st Floor, Sterling Point, Waghawadi Road, 02782561625; Bhilai: Chauhan Estate, G.E. Road, Supela, 09301174457; Bhilwara: WBO Shop No. 1-2-3-4, "A" Block, First Floor, SK Plaza, Pur Road, 01482-512686; Bhiwadi: RIICO Chowk Bhiwadi, 01493-510646; Bhiwani: S-175D/1, Jalan Nagar, Meham Chowk, 01664-324542; Bhopal: Asha Avenue, 1st Floor, Z-1, Zone-1 M.P Nagar, 0755-4002914; Bhubaneswar: C111, Business Park, 1st Floor, Sahid Nagar, 0674-2543486; Bhuj: 101/102 Sunrise Tower, Vijay Nagar, Hospital Road, 9327568107; Bhusaval: Mansingh Complex. C.T.S. No. 3294 (H.No. 4/285) Jamner Road, Opp. CSM Complex, 9323563602; Bikaner: Roshan Plaza, Rani Bazar, 01515130042; Bilaspur: A-99 Link Road, Near Agresen Chowk (Chhattisgarh), 9302299907; Bokaro: B-9, City Centre, Sector-4, Bokaro Steel City, 06542- 232787; Burdwan: 45 GT Road/Burdwan, 0342-2566355; Calicut: IIIrd Floor, Simax Towers, Kannur Road, Nadakkave, 0495-4433154; Chandigarh: SCO-189-190 Sector 17-C, 0172-4603770; Chenganassery: Golden Towers, M.C Road, 0481-2425002; Chengannur: Bin Tower, Govt. Hospital Junction, M.C Road, 0479-2456215; Chennai: No.115, Dr. Radhakrishnan Salai, 2nd Floor, Opp. to CSI Kalyani Hospital, Mylapore, 9381750927; Cochin: First Floor, Palarivattom 25, 0484-4456607; Coimbatore: WBO, 1552, B7, First Floor, Classic Towers, Trichy Road, 0422-4202636; Cuddapah: RRR Towers, Dwaraka Nagar, R.S Road, Nagarajupalli, 08562-645003; Cuttack: Wholesale Banking Operations,Shanti Niketan Building,Jholasahi Branch,Jholasahi; Dahanu: Matru Ashish, Irani Road. 02528-225603; Daman: ACE Shopping Mall, Dilip Nagar, Teen Batti, 0260-6536184; Darbhanga: Natraj Bhawan, Ist Floor, Katki Bazar, Tower Chawk, 06272-295030; Davangere: #651 B.H.M Enclave, H.M Road, Mandipet, 08192232781; Dehradun : WBO Deptt., 56, Rajpur Road, 0135-3245791; Delhi: Fig-Ops 1st Floor, Kailash Bldg, C.P, 011-43174071; Deoghar: Assam Acess Road, Near Tower Chowk, 06432-292539; Dhanbad: Sri Ram Plaza, 1st Floor, Bank More Dhanbad, 03262308831; Dharamshala: 363/3, Centre Point, Civil Line, 01892-229569; Dhule: Wholesale Banking Operations (CMS), Lane No.6 , Mundada Arcade, Parola Road, 02562-235672; Durgapur: Balai Commercial Complex, 3rd Floor, Benachity, Nachan Road, 03432588501; Erode: No.680, Lotus Enclave, Brough Road, 0424-2261287; Fazilka: M.C No. 594, Gaushala Road, 01638-502759; Ferozepur: Building No.30/7, Udham Singh Chowk, 9316280934; Gandhidham: Plot No.1, Sector-8, Rabindranath Tagore Road, 02836-653251; Gaya: K.P Road Near Ghanta Ghar, 0631-2222968; Gondal: Wholesale Banking Operations, 1st Floor, Aadinath Complex, College Chowk, 91-2825-645161; Gorakhpur: Wholesale Banking Operations, Shreenath Complex, 10 Park Road, Civil Lines, 0551-2205685; Gurdaspur: SCF-1 Improvement Trust Bldg, Hanuman Chowk, 01874-242335; Guwahati: 1st Floor, Mishra Complex, Jail Road, Fancy Bazar, 0361-2734323; Gwalior: J.K Plaza, Gast Ka Tazia, Lashkar, 07514015007; Hajipur: Vimel Complex, Dak Banglow Road, 06224-260264; Haldwani: 8/6 Bhotia Paraw, Nainital Road, 05946-282801; Hamirpur: NH-88, New Road, 01972-320496; Hazaribagh: Annanda Chowk, 06546-292434; Himmatnagar: G.F Shop No.5-8 & First Floor 49, Kumar House, Durga Oil Mill Compound, 02772-571156; Hissar: 3 & 4 M.C Area Red Square Market Railway Road, 01662-241023; Hoshiarpur: WBO, Ist Floor, Opp. Maharaja Hotel, Sutheri Road, 01882-502956; Hosur: No.24 & 25, Maruthi Nagar, SIPCOT PO, Near Dharga, 04344-400554; Hubli: Shriram Plaza Dervice Branch Club Road, 0836-2217084; Hyderabad: WBO 1-10-60/3, III Floor, Suryodaya, Begumpet, 040-30472772; Ichalkaranji: House No 7-55(Old No.9-148) Main Road, Janta Chowk, 0230-2422613; Indore: 1st Floor, Brilliant Avenue, Sch No. 94, Sector-B, Behind Bombay Hospital, Ring Road, 0731-3912851; Jabalpur: 1st Floor, Kumbhare Mension, 636, Vijay Nagar , MR-4, Main Road, SBI Chowk, 0761-4018773; Jagadhri: Plot No.1, Rajesh Nagar Colony, Ambala Road, 01732-

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

247006; Jagraon: Opp SSP Office,Tehsel Road, 01624-541771; Jaipur: 2nd Floor, 0-10,Ashok Marg, C-Scheme, 9314274796; Jalandhar: 1st Floor, 911, GT Road, Nr. Narinder Cinema, 0181-5017790; Jalgaon: 3rd Floor, Sugan Heights, P.P No.324/2 , TPS II, Near Central Bus Stand Jalgaon, 0257-2237642; Jammu: CB-13, Rail Head Commercial Complex, Gandhi Nagar, 0191 -2471427; Jamnagar: Abhishek, 3rd Floor, Saru Section Road, Near Savan Apartment, 02886541963; Jamshedpur: 1st Floor, 105 SNP Area, Sakchi, 0657-2442756; Jhansi: Damroo Cinema Complex , Civil Lines, 0510-2449330; Jind: SCF-5 Rani Talab, 9315811091; Jodhpur: Ist Floor, 15, Keshav Comlex, Nimbera House, Paota, Mandore Road, 0291-2541839; Junagadh: Ground Floor, Moti Palace, Opp. Rayji Nagar, Moti Baugh Road, 0285-2670067; Kadi: Radhaswami Complex, 02764-242027; Kaithal: 1450/51 Ambala Road, Pehowa Chowk, 01746000000; Kangra: Near Bus Stand, 01892 260350; Kannur: Ist Floor, KVR Tower, South Bazar, 0497- 2705880; Kanpur: 15/46, 1st Floor, Civil Lines, 0512-3028933; Kapurthala: The Mall, Near M.G.N Public School, 01822-233973; Karad: Besides Hotel Sangam, Kolhapur Naka, 02164-229679; Karnal: Basement, SCO 778-779, Opp. Mahabeer Dal Hospital, 0184-2202789; Karur: 126/D/E Annai Plaza, Kovai Road, 04324-233722; Khanna: Opp. Bus Stand, G.T Road, 01628-221684; Kolhapur: Gemstone, 517/A/2E Ward New Shahupuri, Nr Central Bus Stand, 0231-2652791; Kolkata: Abhilasha-II, 6 Royd Street (2nd Floor), 22273761; Kollam: VGP Bulidings, Near Irumpupalam, 0474-3244221; Kota: 13-14, Main Jhalawar Road, 0744-2390485; Kotkapura: B-X/740, Faridkot Road, 01635-502763; Kottayam: 3rd Floor Unity Buildings, KK Road, 0481-2302361; Kurukshetra: Shop No.1-5, Kalawati Market, Railway Road, 01744-244732; Latur: IInd Floor, Shri Prabha Arcade, Vora Bunglow, Main Road, Near Nagar Parishad, 02382255116; Lucknow: Pranay Towers, 38, Darbari Lal Sharma Marg, 0522-3918326; Ludhiana: SCO-54, Phase -2, Urban Estate Dugri, 0161-3040060; Madurai: Sri Nithyakalyani Towers, No.34 Krishnarayan Tank Street, North Veli Street, 0452-4246609; Mandi Gobindgarh: Hukam Chand Building, Near Main Post Office, 01765-506033; Mangalore: Ideal Towers 1st Floor, Opp. Sharavu Ganapathi Temple, G.T Road, 0824-6451392; Manjeri: Kurikkal Plaza, Kacherippadi, 4833294040; Mathura: 169/2 Gaushala Road, Opp. BSA College, 9319059212; Meerut: 1st Floor, 381, Western Kutchery Road, 0121-4028363; Mehsana: Prabhu Complex, Near Rajkamal Petrol Pump, Highway Road, 02762- 243173; Moga: GT Road, Opp. D.C Office, Thaman Singh Gill Market, 1636283003; Moradabad: First Floor, Chaddha Complex, GMD Road, 05913208473; Morvi: Om Shopping Complex, Ravapar Road, 02822-221316; Mumbai: Ground Floor, Maneckji Wadia Building, Nanik Motwani Marg, Near Kala Ghoda, Opp. Mumbai University, Fort, 02240801570; Muzaffarnagar: First Floor, 53/4 Janshat Road, New Mandi, 9319065143; Muzaffarpur: Tilak Maidan Road, 9334179610; Mysore: Mythri Arcade, Saraswathipuram,1st Main, 0821-4255304; Nabha: SCF 14,15 Patiala Gate, 01765224924; Nadiad: Shootout Building, College Road, 0268-6540114; Nagpur: 2, "Mile Stone" Block No.303 & 304, Near Lokmat Square, Wardha Road, 07122454417; Narnaul: Opp. S.P Residence, Mahinder Garh Road, 01282253388; Nasik: 3rd Floor, Archit Centre, Opp. Sandeep Hotel, Chandak Circle, Link Road, Near Mahamarg Bus Stand, 0253-6620251; Navsari: Ground Floor, Nandani Complex, Station Road, 02637-280901; Nawanshahar: B-1/148, Banga Road, 01823503053; Nellore: 17/126, G.V.R. Enclave, G.T. Road, 0861-6450852; Palakkad: VIII/246, 1st Floor, Chandranagar Jn., 0491-6452086; Palanpur: Nr. Cozy Tower, Opp. Joravar Palace, 2742651638; Panipat: 801/4, Opp. Railway Road, G.T Road, 01804015268; Panjim: 301, Milroc Lar Menezes, Swami Vivekanand Road, 6659744; Pathanamthitha: Aban Arcade, Ring Road, 0468-2272335; Patiala: Building No.11520, 1st Floor Leela Bhawan, Near Gopal Sweets, 0175-5022000; Patna: Plot No.651, Jamal Road, 9334384682; Perinthalmana: Wholesale Banking, Sree Complex, Calicut Road, 04933325306; Phagwara: Kalra Complex, G.T Road, 01824-508675; Pondicherry: T.S.No.6, 100 Ft Road, Ellaipillaichavady, 0413 2206575; Porbandar: Om Shiv Shakti R.D. Chambers, M.G. Road, 0286 6541019; Pune: Fortune Square, 3rd Floor, Deep Bungalow Chowk, Model Colony, Shivajinagar, 020-41224309; Raipur: Chawla Towers, Near Bottle House, Shankar Nagar, 0771-4003110; Rajahmundry: 46-17-20, 1st Floor, Danavaipet, 0883-2428691; Rajapalayam: 251-E Kadabankulam Main, Rajapalayam Thenkasi Road, 04563-230009; Rajkot: Shivalik-V, 3rd Floor, Gondal Road, 0281-6536982; Rajpura: # 11-12B, Clibre Market, 01762243114; Ramganj Mandi: Bazaar No.1, Opp. SBBJ Bank, 9875091240; Ramhgarh: N.H-33 Main Road, Near Bank of Baroda, Ramgarh Cantt, 06553-230476; Ranchi: 56, Rohini Complex Circular Road Lalpur, 6512560522; Raniganj: A/29, N.S.B Road, Opposite Asoka Petrol Pump, 9330038274; Ratlam: (WBO) 90, Station Road, 07412-400672; Ratnagiri: Show Room No.3, Mangesh Shanta, Apartment, Near Maruti Mandir, Ratnagiri-Kolhapur Highway, 02352-271275; Rewari: L203, 1st Floor, Modal Town, Old Court Road, 01274221283; Rishikesh: MC No.53 MJ Mall Railway Road, 0135-3209449; Rohtak: Jawahar Market, Opp. D-Park, Model Town, 01262326841; Roorkee: 313/8, Civil Lines, 01332-275772; Ropar: Raj Hotel Complex, College Road, 01881-228870; Rourkela: Dewadi Bhavan, 661250066; Rudrapur: Plot No.1&2, Nanital Road, Plot No.1&2, Nanital Road, 05944-241747; Saharanpur: Court Road, 0132-3203365; Salem: 5/241-F Rathan Arcade, Five Roads, Meyyanur, 0427-2331604; Sambalpur: Nayapara Golebazar, 06632400756; Sangamner: 1 Janak Plaza, New Nagar Road, 224354; Sangli: 640, Venkatesh Senate, Sangli Miraj Road, 02332327836; Sangrur: SCO-1,2,3 Kaula Park, 01672-501803; Shillong: Anders Mansion, Police Bazar, 3642506043; Shimla: 3, Jankidas Bldg, 0177-2658541; Shimoga: W.B.O, No.447, Sharavathi Complex, Savarlane Road, 08182-261359; Siliguri: 136/115 Hill Cart Road, 0353-2520409; Silvassa: 1-16, Jaypee House, Opp. Patel Petrol Pump, 0260-6547172; Sindhanur: No.6-1-2992/1,Ward No.12, Kushtagi Road, 08535-220611; Solan: The Mall Road, Opp. UCO Bank, 9318618249; Solapur: 8516/11 Murarji Peth, Sun Plaza Bldg,

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IFCI Long Term Infrastructure Bonds Series III 2011-12 Information Memorandum

Lucky Chowk, 0217-2320877; Srinagar: First Floor, M.S Shopping Mall, Residency Road, 0191-2483843; Surat: 1st Floor, Crossway Mall, Near Ram Chowk, Ghod Dod Road, 0261-6677807; Surendranagar: Middle Point, A Wing, Near Milan Cinema, Main Road, 02752-650105; Thalassery: Sahara Centre, AVK Nair Road, 0490 2325104; Theni: WBO Theni, #422-A, Periyakulam Road, 04546321300; Thiruvalla: Illampallil Buildings, 26/149, 1&2, MC Road, Ramanchira, 0469-2741378; Tirunelveli: 12,13, Trivandrum High Road, Vannarpettai, Palayamkottai, 0462-4200675; Tirupati: 19-8-180, Krishna Arcade, Beside IBP Petrol Pump, Near Annamaiah Circle, 8772220374; Tirupur: No-169, Chidambaram Complex, Kumaran Road, 0421-4342422; Tirur: KMS Tower, Thazhepalam, 0494-6451045; Trichur: Third Floor, Suharsha Towers,Shornur Road, 09387069206; Trichy: No.11 PLA Kanagu Towers, 11th Cross, Main Road, Thillainagar, 0431-2742204; Trivendrum: BOB Plaza , Second Floor, T.C 12/149 (3), Pattom, 0471-3083430; Udaipur: Uday 2nd Floor, 3 Durga Nursery, 0294-5103355; Udupi: Panduranga Tower/Diana Circle, Court Road, 0820-4294936; Unjha: 1st Floor, Suvidhi Complex, Station Road, 02762-240624; Valsad: 1st Floor, Ekta Apt, Tithal Road, 02632 652201; Vapi: 1st Floor, Kanta Trade Center, GIDC Char Rasta, 0260-6548104; Varanasi: D-58/9A-1K, Kush Complex, Sigra Varanasi, 05422221271; Vellore: 73 Officers Line, 0416-2210338; Veraval: "Amrut Deep", Rajmahal Road, Opp. Public Garden, 02876-650219; Vijayawada: 40-1-48/2, 2nd Floor, Valluri Complex, M.G Road, 0866-6647400; Vishakapatnam: First Floor, Potluri Castle, # 48-14-9, Dwarakanagar, 08916671123; Warangal: 1-8-605/1, Nakkalagutta, Hanamkonda, 0870-6454021.

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