PRIVATE & CONFIDENTIAL [This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of Debt Securities), Guidelines, 2008] PRIVATE PLACEMENT OF 15,000 (Fifteen Thousand) UNSECURED, REDEEMABLE, NON- CONVERTIBLE TAXABLE BONDS – SERIES – 56 OF RS. 1,00,000/- EACH FOR CASH AT PAR AGGREGATING TO RS. 150 CRORE (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) WITH GREEN-SHOE OPTION TO RETAIN OVERSUBSCRIPTION Registered & Corporate Office: IFCI Ltd. IFCI Tower, 61, Nehru Place, New Delhi - 110019 Tel No.: (011) 41792800, 41732000 Fax No. 91-11- 26230029, 26230466 E-mail: [email protected]; Website: www.ifciltd.com INFORMATION MEMORANDUM Credit Rating 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-” with ‘positive’ outlook for long term bonds. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above ratings are not recommendations to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. Credit Analysis and Research Ltd.(“CARE Ratings”) has also been assigned the mandate for rating this issue. On assignment of rating, the same will be disclosed by way of addendum to this Information Memorandum. Listing The Unsecured, Redeemable, Non-Convertible, Taxable Bonds – Series 56 are proposed to be listed on the Bombay Stock Exchange (BSE). Beetal Financial & Computers Services (P) Ltd. BEETAL House, 3 rd Floor, 99 Madangir, Behind LSC, New Delhi- 110 062 Tel: 011-29961281-3, Fax: 011-29961284 Email: [email protected]Axis Trustee Services Ltd. 2 nd Floor, Axis House Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai- 400025 Tel: 022-24252525/43252525, Fax: 022-24254200 Email: [email protected]Issue opens on: April 23, 2012 Issue closes on: June 08, 2012 Deemed Date of Allotment: June 26, 2012
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PRIVATE & CONFIDENTIAL
[This is a Disclosure Document prepared in conformity with Securities and Exchange Board of India (Issue and Listing of
Debt Securities), Guidelines, 2008]
PRIVATE PLACEMENT OF 15,000 (Fifteen Thousand) UNSECURED, REDEEMABLE, NON-CONVERTIBLE TAXABLE BONDS – SERIES – 56 OF RS. 1,00,000/- EACH FOR CASH AT PAR AGGREGATING TO RS. 150 CRORE (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) WITH GREEN-SHOE OPTION TO RETAIN OVERSUBSCRIPTION
Credit Rating 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-” with ‘positive’ outlook for long term bonds. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.
The above ratings are not recommendations to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating.
Credit Analysis and Research Ltd.(“CARE Ratings”) has also been assigned the mandate for rating this issue. On assignment of rating, the same will be disclosed by way of addendum to this Information Memorandum.
Listing The Unsecured, Redeemable, Non-Convertible, Taxable Bonds – Series 56 are proposed to be listed on the Bombay Stock Exchange (BSE).
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
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ARRANGERS TO THE ISSUE (In alphabetical order)
Almondz Global Securities Limited 2nd Floor, 3 Scindia House Janpath, New Delhi - 110 001 Tel: 011-41514666/669 Fax: 011-41514665 Email: [email protected]
RR Investors Capital Services Pvt Ltd 47, M M Road, Rani Jhansi Marg, Jhandewalan, New Delhi – 110 055 Tel: 011-23636362/63,9312940483 Fax- 011-23636666 Email: [email protected]
SPA Merchant Bankers Ltd 25, 'C' Block Community Centre Janak Puri, New Delhi – 110 058 Tel: 011- 45675500 / 25517371 Fax: 011- 25572763 / 25532644 Email: [email protected]
Yes Bank Ltd. Nehru Centre, Discovery Of India Bldg, Dr. A.B Road, Worli, Mumbai Tel No. - 022-66699000 Fax No. - 022-66699018 Email id - [email protected]
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 Company’s 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 PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
7
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.
INTERNAL RISK FACTORS
1. As a financial institution, the risk of default and non-payment by borrowers and other
counterparties is one of the most significant risks which may affect our profitability and
asset quality.
Our loan portfolio consists of loans provided to large corporates, and medium scale enterprises, with
the earlier segment constituting a significant portion of our portfolio. While large corporate customers
are generally stable in their risk profile, the relatively large sized single ticket exposures to the same
can impact profitability and result in NPAs on even a small number of defaults. The borrowers and/or
guarantors and/or third parties may default in their repayment obligations due to various reasons
including insolvency, lack of liquidity, and operational failure. Besides macroeconomic conditions,
we face risks specific to each line of our business. Though the Company’s total provisioning against
the NPAs, with 87.45% 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 its 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. If we are unable to manage our rapid growth effectively, our business, prospects, results of operations and financial condition could be adversely affected.
Our business has grown rapidly since the fiscal 2009. From fiscal 2009 to fiscal 2012, our balance
sheet size and total income increased at a compounded annual growth rate of 24 per cent each. We
intend to continue to grow our business rapidly, though with caution, which could place significant
demands on our operational, credit, financial and other internal risk controls. Our growth may also
exert pressure on the adequacy of our capitalization, making management of asset quality increasingly
important.
Our asset growth will be primarily funded by the issuance of new debt. We may have difficulty
obtaining funding on suitable terms or at all. As we are a systemically important non-deposit
accepting NBFC and do not have access to deposits, our liquidity and profitability are dependent on
timely and adequate access to capital, including borrowings from banks. Banks may fix internal limits
for their aggregate exposure to NBFCs, which may put strain on our ability to obtain adequate
funding.
Increase in debt would lead to leveraging the balance sheet, exerting pressure on the financial
covenants that we are required to maintain under our various loan agreements. We cannot assure you
that we would continue to be in compliance with loan agreements’ conditions. Any default under a
loan agreement may lead to an adverse impact on our financial condition and results of operations.
Further, our growth also increases the challenges involved in preserving a uniform culture, values and
work environment; and developing and improving our internal administrative infrastructure.
Addressing the challenges arising from our growth entails substantial senior level management time
and resources and would put significant demands on our management team and other resources. As
we grow and diversify, we may not be able to implement, manage or execute our strategy efficiently
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
8
in a timely manner or at all, which could adversely affect our business, prospects, results of
operations, financial condition and reputation.
3. We have significant exposure to certain sectors and to certain borrowers and if certain
assets become non-performing, the quality of our asset portfolio may be adversely
affected.
As of March 31, 2012, our four largest sector-wise exposures were in the Infrastructure, Oil & Gas,
Banking & Finance and Construction & Real Estate sectors. Additionally, our concentration within
these sectors was also significant. Any negative trends or adverse developments in the energy,
transportation, construction and real estate sectors could increase the level of non-performing assets in
our portfolio and adversely affect our business and financial performance. Though, subsequently, our
exposure to iron &steel has reduced substantially, credit losses on account of sector concentration risk
in the other three sectors could adversely affect our business and financial performance and the price
of our Bonds.
In addition, at present a majority of our income is in the form of interest income received from our
borrowers. Additionally, we expect good return from our investment in project equity in post
implementation period of the concerned projects. Any default by our large borrowers and/or any
difficulty in profitable exit from our equity investment for any reason may have an adverse impact on
our liquidity position and results of operations.
4. If the level of non-performing assets in our portfolio were to increase, our business will
be adversely affected.
As of March 31, 2012, our gross and net non-performing loans were Rs. 2,608 crore and Rs. 327
crore, respectively. These represent 13.51 per cent and 1.92 per cent of our total gross and net assets,
respectively. We expect the size of our asset portfolio to continue to increase in the future, and we
may have additional non-performing assets on account of these new loans and sectoral exposures. If
we are not able to prevent increases in our level of non-performing assets, our business, prospects,
results of operations, financial condition and asset quality could be adversely affected.
5. The Company may experience delays in enforcing its collateral when borrowers default
on their obligations to the Company, which may result in failure to recover the expected
value of collateral security, exposing it to a potential loss.
A substantial portion of the Company’s loans to corporate customers are secured by real assets,
including property, plant and equipment. In some cases, the Company may have taken further security
of a first or second charge on fixed assets, a pledge of financial assets like marketable securities,
corporate guarantees and personal guarantees. Although in general the Company’s loans are over-
collateralized, an economic downturn could result in a fall in relevant collateral values for the
Company. In India, foreclosure on immovable property generally requires a written petition to an
Indian court or tribunal.
An application, when made, may be subject to delays and administrative requirements that may result,
or be accompanied by, a decrease in the value of the immovable property. Security created on shares
of a borrower can be enforced without court proceedings. However, there can be delays in realization
in the event that the borrower challenges the enforcement in an Indian court. In the event a corporate
borrower makes a reference to a specialized quasi-judicial authority called the Board for Industrial
and Financial Reconstruction (BIFR), foreclosure and enforceability of collateral is stayed.
Additionally, the realizable value of our collateral in liquidation may be lower than its book value. In
a volatile equity market, the value and volume of pledged shares traded may fall significantly thereby
reducing our security cover and we may not be able to sell the pledged shares to the extent and at the
price we need to do to realise our loan recovery.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
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The Company may not be able to realize the full value on its collateral as a result of, among other
factors, delays in bankruptcy and foreclosure proceedings, defects in the registration of collateral and
fraudulent transfers by borrowers. A failure to recover the expected value of collateral security could
expose the Company to a potential loss. Any unexpected loss could adversely affect the Company’s
business, its future financial performance and the trading price of the Bonds.
6. 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.
7. We are affected by volatility in interest rates for both our lending and treasury
operations, which could cause our net interest income to decline and adversely affect our
return on assets and profitability.
Being a non-deposit accepting NBFC, our Company is exposed to greater interest rate risk compared
to banks or deposit accepting NBFCs. Interest rates are highly sensitive to many factors beyond our
control, including the monetary policies of the RBI, deregulation of the financial sector in India,
domestic and international economic and political conditions and other factors. Due to these factors,
interest rates in India have historically experienced a relatively high degree of volatility.
If interest rates rise we may have greater difficulty in maintaining a low effective cost of funds
compared to our competitors which may have access to low-cost deposit funds. Since, a good portion
of our borrowings are linked to market rates, we may have to pay interest at a higher rate as compared
to other lenders. But significantly high proportion of our lending is at fixed rate, which may reduce
our net interest margin in an increasing rate scenario. Fluctuations in interest rates may also adversely
affect our treasury operations. In a rising interest rate environment, especially if the rise were sudden
or sharp, we could be adversely affected by the decline in the market value of our securities portfolio
and other fixed income securities. In addition, the value of any interest rate hedging instruments we
may enter into in the future would be affected by changes in interest rates.
When interest rates decline, we are subject to greater repricing and prepayment risks as borrowers
take advantage of the attractive interest rate environment. When assets are repriced, our spread on our
loans, which is the difference between our average yield on loans and our average cost of funds, could
be affected. During periods of low interest rates and high competition among lenders, borrowers may
seek to reduce their borrowing cost by asking lenders to reprice loans. If we reprice loans, our results
may be adversely affected in the period in which the repricing occurs. If borrowers prepay loans, the
return on our capital may be impaired as any prepayment premium we receive may not fully
compensate us for the redeployment of such funds elsewhere. Our inability to effectively and
efficiently manage interest rate variations may adversely affect our result of operations and
profitability.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
10
8. We make equity investments, which can be volatile and may not be recovered.
As of March 31, 2012, the book value of our equity investments accounted for 19.13 per cent of our
total assets. The value of these investments depends on the success of the operations and management
and continued viability of the investee entities. We may have limited control over the operations or
management of these entities and majority of these investments are unlisted, offering limited exit
options. Therefore, our ability to realize expected gains as a result of our equity investments is highly
dependent on factors outside of our control. Write-offs or write-downs in respect of our equity
portfolio could adversely affect our business, prospects, results of operations, financial condition and
asset quality.
9. The Company may not be able to detect money-laundering and other illegal or improper
activities fully or on a timely basis, which could expose it to additional liability and harm
its business or reputation
The Company is required to comply with applicable anti-money-laundering and anti-terrorism laws
and other regulations in India. These laws and regulations require the Company, among other things,
to adopt and enforce know-your-customer policies and procedures and to report suspicious and large
transactions to the applicable regulatory authorities in different jurisdictions. While the Company has
adopted policies and procedures aimed at detecting and preventing the use of its network for money-
laundering activities and by terrorists and terrorist-related organizations and individuals generally,
such policies and procedures may not completely eliminate instances where the Company may be
used by other parties to engage in money-laundering and the relevant government agencies to whom
the Company reports have the power and authority to impose fines and other penalties. In addition,
the Company’s business and reputation could suffer.
10. Devolvement of Contingent Liabilities could adversely impact the Company’s
profitability.
As on March 31, 2012, the company had contingent liabilities not provided for of Rs.224.30 crore
including Rs. 156.10 crore as claims not acknowledged as debt and Rs. 26.96 crore towards
guarantees issued as against contingent liabilities of about Rs. 160.31 crore as on March 31, 2011.
These liabilities, if devolved on the Company, may adversely affect the financial performance of the
Company and the trading price of the Bonds.
11. 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.
12. Our transition to IND AS reporting could have a material adverse effect on our
reported results of operations or financial condition.
On February 25, 2011, the Ministry of Corporate Affairs, Government, of India (“MCA”), notified
that the IND AS will be implemented in a phased manner. It was also mentioned that the date of
implementation of IND AS will be notified by the MCA at a later date. As of the date of this IM, the
MCA has not yet notified the date of implementation of IND AS. There can be no assurance that the
financial condition, results of operations, cash flow or changes in shareholder’s equity of the
Company will not appear materially different under IND AS than under Indian GAAP. As our
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
11
Company adopts IND AS reporting, it may encounter difficulties in the ongoing process of
implementing and enhancing its management information systems. Moreover, there is increasing
competition for the small number of IND AS-experienced accounting personnel available once Indian
companies begin to prepare IND AS financial statements.
13. System failures and infrastructure bottlenecks in computer systems may adversely
affect our business and significant security breaches could adversely impact the
Company’s 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.
The Company seeks to protect its computer systems and network infrastructure from physical break-
ins as well as security breaches and other disruptions caused by increased use of technology including
the internet. Computer break-ins and power disruptions could affect the security of information stored
in and transmitted through these computer systems and network infrastructure. Although the
Company intends to continue to implement security technology and establish operational procedures
to prevent break-ins, failed security measures could have a material adverse effect on the Company’s
business, its future financial performance and the trading price of the Bonds.
14. 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.
15. 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.
16. 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 PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
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EXTERNAL RISK FACTORS
17. Our access to liquidity is susceptible to adverse conditions in the domestic and global
financial markets.
Since the second half of 2007, the global credit markets have experienced, and may continue to
experience, significant dislocations and liquidity disruptions, which have originated from the liquidity
disruptions in the United States and the European credit and sub-prime residential mortgage markets.
These and other related events, such as the collapse of a number of financial institutions, have had and
continue to have a significant adverse impact on the availability of credit and the confidence of the
financial markets, globally as well as in India. There can be no assurance that we will be able to
secure additional financing required by us on adequate terms or at all.
In response to such developments, legislators and financial regulators in the United States and other
jurisdictions, including India, have implemented a number of policy measures designed to add
stability to the financial markets. However, the overall impact of these and other legislative and
regulatory efforts on the global financial markets is uncertain, and they may not have the intended
stabilizing effects. In the event that the current difficult conditions in the global credit markets
continue or if there is any significant financial disruption, such conditions could have an adverse
effect on our business, prospects, results of operations and financial condition.
18. A large part of the Company’s loans are disbursed at fixed rates for specific tenures
which may differ from its funding sources and therefore interest rate fluctuations could
impact the Company’s margins as well as profitability.
Our Company’s business is largely dependent on interest income from our operations. We are
exposed to interest rate risk principally as a result of lending to customers at interest rates and in
amounts and for periods, which may differ from the funding sources (institutional/bank borrowings
and debt offerings). We endeavour to match our interest rate positions to minimize our interest rate
risk. Despite these efforts, there can be no assurance that significant interest rate movements will not
have an effect on the results of our operations. Any adverse/unexpected movements in interest rates
may affect our profitability.
19. Regulatory changes in India could adversely affect our business and competitiveness
We are subject to the Companies Act and are subject to supervision and regulation by the RBI and by
the SEBI. In addition, we are subject generally to changes in Indian Law, as well as to changes in
regulation and government policies and accounting principles. We also receive certain benefits from
being notified as a public financial institution under Companies Act. Any amendments or other
changes to the regulations governing us may require us to restructure our activities and/or incur
additional expenses in complying with such laws and regulations and could materially and adversely
affect our business, financial condition and results of operations.
20. A slowdown in economic growth could cause the Company’s business to suffer.
The Company’s performance and the quality and growth of its assets are necessarily dependent on the
health of the Indian economy as well as on global economic conditions. An economic slowdown
could adversely affect our business, including our ability to grow our asset portfolio, to maintain the
quality of our assets and to implement our strategy. The domestic economy could be adversely
affected by a variety of domestic as well as global factors.
The current uncertain economic situation, in India and globally, could result in a further slowdown in
economic growth, investment and consumption. A further slowdown in the rate of growth in the
Indian economy could result in lower demand for credit and other financial products and services and
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
13
higher defaults. Any slowdown in the growth or negative growth of sectors where we have a relatively
higher exposure could adversely impact our performance. Any such slowdown could adversely affect
our business, prospects, results of operations and financial condition.
21. 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.
22. The Company faces increasing competition from other established banks and other
NBFCs. The success of our business depends on our ability to face the competition.
The Company’s main competitors are established commercial banks and other NBFCs. Over the past
few years, the infrastructure financing area has seen the entry of banks, both public and private sectors
as well as foreign. Banks have access to low cost funds which could enable them to offer finance to
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
19
A summary of financial performance of IFCI for the last three years is given below:
(Rs. cr)
Particulars For the Financial Years ended on
March 31, 2012 March 31, 2011 March 31, 2010
Income
Operating Income 2729.39 2332.45 1657.05
Other Income 120.81 147.66 22.28
Total Income 2850.20 2480.11 1679.33
Less: Expenditure
Interest & other charges 1871.08 1318.97 891.18
Employee expenses 64.82 64.92 57.28
Establishment expenses 57.60 76.27 54.44
Depreciation 11.67 10.28 8.98
Provisions (112.71) (150.32) (447.81)
Profit before Taxation 957.74 1166.25 1115.26
Less: Provision for Taxation
Current Tax 110.13 93.47 105.45
Deferred Tax 183.99 366.53 338.87
Profit after Tax 663.62 706.25 670.94
ARRANGERS TO THE ISSUE
1. A K Capital Services Ltd
2. Almondz Global Securities Ltd.
3. Darashaw & Co Pvt. Ltd
4. LKP Securities Ltd.
5. RR Investors Capital Services Pvt. Ltd.
6. SPA Merchant Bankers Ltd
7. Yes Bank
REGISTRAR TO THE ISSUE
Beetal Financial & Computer Services (P) Ltd. has been appointed as Registrar to the Issue. The
Registrar shall process the applications received through the Collecting Banker and provide the list of
eligible allottees after eliminating invalid applications and ensure that corporate action for crediting of
bonds to the demat accounts of the applicants/ despatch of refund orders, as applicable are sent.
Investors can contact the Registrar in case of any post-issue problems such as non-receipt of letters of
allotment, demat credit, refund orders, interest on application money.
TRUSTEES
Axis Trustees Services Limited has given its consent to act as the Trustee to the proposed Issue and
for its name to be included in this Information Memorandum. All remedies of the Bond holder(s) for
the amount due on the Bonds will be vested with the Trustees on behalf of the Bond holders. The
holders of the Bonds shall without any further act or deed be deemed to have irrevocably given their
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
20
consent to and authorised the trustees to do inter-alia, all acts, deeds, and things necessary for
servicing the Bonds being offered.
BANKER TO THE ISSUE
HDFC Bank, Registered Office: HDFC Bank House, Senapati Bapat Marg, Lower Parel (West),
Mumbai- 400 013
CREDIT RATING
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
have high degree of safety regarding timely servicing of financial obligations. Such instruments carry
very low credit risk.
Credit Analysis and Research Ltd. (“CARE Ratings”) has also been assigned the mandate for rating
this issue. On assignment of rating, the same will be disclosed by way of addendum to this
Information Memorandum.
Copy of rating letter received and the rating rationale from Brickwork Ratings are enclosed as
appendix to this Information Memorandum. The above rating is not 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.
LISTING
The Bonds are proposed to be listed on the Bombay Stock Exchange (BSE). IFCI has applied for in-
principle approval from the BSE for listing of the Bonds in this 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.
ISSUE PROGRAMME
The Issue shall remain open for subscription for the period indicated below:
ISSUE OPENS ON April 23, 2012
ISSUE CLOSES ON June 08, 2012
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 17, 2012 and the delegation provided there under. The current issue of
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
21
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 current issue of bonds is being made for augmenting the long-term rupee resources for carrying out financing activities of the Company by simultaneously augmenting the supplementary capital of the Company. The Main Object Clause of the Company as contained in its Memorandum of Association and Articles of Association enables it to undertake the activities for which the funds are being raised in the present issue. Also, the main objects of the Company as contained therein, adequately cover its existing and proposed activities.
UTILISATION OF THE ISSUE PROCEEDS
The Company is managed by professionals under the supervision of its Board of Directors. Further, the Company is subject to a number of regulatory checks and balances as stipulated in its regulatory environment. Therefore, the management shall ensure that the funds raised via this private placement shall be utilized only towards satisfactory fulfillment of the Objects of the Issue.
Further, in accordance with the SEBI Debt Regulations, the Company will not utilize the proceeds of the issue for providing loans to or acquisition of shares of any person who is a part of the same group as the Company or who is under the same management as the Company or any subsidiary of the Company. The issue proceeds shall not be utilized towards full or part consideration for the purchase or any other acquisition, inter alia, by way of a lease, of any property.
FUTURE RESOURCE RAISING
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.
PERMISSION/ CONSENT FROM PRIOR CREDITORS
The Company hereby confirms that it is entitled to raise money through current issue of 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.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
22
DETAILED TERMS OF THE ISSUE
The following are the terms and conditions of Bonds being offered under this Information Memorandum for an amount of Rs.150 crore with a green-shoe option to retain over-subscription.
1. Issue
IFCI Limited (“IFCI” or “Issuer” or “Company”) is offering for subscription, on private
placement basis, unsecured redeemable non-convertible, taxable bonds in the nature of
promissory notes of Rs.1,00,000/- each for cash at par by way of private placement ('the Issue’).
2. Status of Bonds
The Bonds are Unsecured, Redeemable, Non-Convertible and Taxable in the nature of
Promissory Notes. The Bonds are fully paid up, direct & unsecured with and rank paripassu
among themselves. The Bonds are free of any restrictive clauses.
The Bonds cannot be used as collateral for any loan made by IFCI or any of its subsidiaries or
affiliate.
3. Face Value & Issue Price
The face value of each Bond is Rs.1,00,000/- and is issued ‘at par’.
4. Application Size
As set out in the table ‘Issue structure summary’- Chapter IV, the minimum number of Bonds per
Application Form will be calculated on the basis of the total number of Bonds applied for, and
not any specific option. Eligible investors can apply for a minimum of 5 bonds and in multiple of
one bond thereafter across any of the Option(s) or a combination thereof.
Subscription and Related Payments
(a) Subscription
This Issue will open for subscription and close on the dates indicated below:
Issue Opens on April 23, 2012
Issue Closes on June 08, 2012
The issuer would have the right to pre-close the issue or extend the closing date by giving 1 day
notice to the Arrangers.
(b) Application amount
Application amount will be required to be made in full with the application. In case of any
discrepancy between the number of bonds applied and application money paid, allotment shall be
made on the basis of application money received, towards the category applied, subject to the
application being valid in all other respects. Application amount more than the minimum of
Rs.5,00,000/- shall be only in multiples of Rs. 1,00,000/- (Rupes one lakh only), and any excess
amount paid but not in multiples of Rs. 1 (one) lakh shall be refunded to the
applicant, without any interest.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
23
Further, in case of allotment of lesser number of Bonds than the number applied for, the excess
amount paid on Application shall be non-interest bearing and the same shall be refunded to the
applicant.
(c) Interest on Application Money
Interest on Application money will be paid at the respective coupon 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.
5. Deemed Date of Allotment
Deemed date of allotment shall be June 26, 2012. All benefits relating to the Bonds, to the extent
permitted by law, will be available to the investors from the Deemed Date of Allotment. The
actual allotment may occur on a date other than the Deemed Date of Allotment.
6. Withdrawal by investors
Investors are allowed to withdraw their Application any time prior to closure of the Issue.
7. Over-subscription amount
Beginning on the Issue Opening Date and until the day immediately prior to the Issue Closing
Date, full and firm allotment against all valid applications for the Bonds will be made to
applicants on a first-come-first-serve basis, subject to a limit of the Issue size aggregating to
Rs.150 crore and including the unspecified Green Shoe Option, in accordance with Applicable
Laws. At its sole discretion, IFCI (the Issuer) will decide the amount of over-subscription to be
retained over and above the basic book size of Rs.150 crore.
8. Basis of Allotment
Subject to the application being valid in all respects, in case no category of bonds is ticked,
allotment shall be made in bonds under Option II. In case of discrepancy between the number of
bonds applied and application money paid, allotment shall be made on the basis of application
money received, towards the category applied. The above principles would be applicable subject
to the application otherwise being valid in all other respects.
In case the aggregate of subscription of bonds under this issue exceeds the amount of over-
subscription to be retained as decided by the Issuer, the allotment of bonds shall be made in the
following order of priority in consultation with the Registrar, and the Registrar shall be
responsible for ensuring that the Basis of Allotment is finalized in a fair and proper manner.
(a) Full allotment of Bonds to the Applicants on a first come first basis upto the Issue Closing
Date or the date falling one day prior to the Oversubscription Date, whichever is earlier.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
24
(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 - II Bonds
(ii) Allotment to the Applicants for Option – I Bonds
Provided, however, that in the event of oversubscription in any Option of Bonds mentioned in
(i) & (ii) above, the Bonds shall be allotted proportionately in that respective Option subject
to the overall limit and the applications for Bonds in subsequent Option shall be rejected.
(c) All Applications received after the Oversubscription Date shall be rejected.
9. Form
The Bonds being issued hereunder can be applied for in the dematerialised form only through a
valid Application Form filled in by the applicant along with attachments, as applicable. The
Bonds will be allotted only in dematerialised form. The Bondholders will hold the Bonds in
dematerialised form and deal with them in accordance with the provisions of the Depositories
Act and/or rules as notified by the Depositories from time to time. The Bonds will be issued in
Indian Rupees only.
Subsequent to the issuance of the Bonds, a Bondholder may request the Depository to provide a
physical Bond certificate. In case of any Bonds rematerialised by a Bondholder in physical form,
a single certificate will be issued to the Bondholder for the aggregate amount (“Consolidated
Bond Certificate”) for each option of Bonds allotted to him under this Issue.
In respect of Consolidated Bond Certificates, upon receipt of a request from the Bondholder, the
company will split such Consolidated Bond Certificates into smaller denominations subject to the
minimum of the Market Lot. No fees would be charged for splitting of Bond Certificates into
Market Lots, but stamp duty payable, if any, would be borne by the Bondholder. The charge for
splitting into lots other than Market Lot will be borne by the Bondholder subject to the maximum
amount agreed upon by us with the Stock Exchange where the Bonds are proposed to be listed.
The request for splitting is required to be accompanied by the original Bond Certificate(s) which
would then be treated as cancelled by us.
10. Market Lot and Trading Lot of the Bonds
The market lot will be 1 (One) Bond (“Market Lot”). Allotment in this Issue will be in electronic
form in multiples of 1(one) Bond. Investors may note that the Bonds in dematerialised form can
be traded only on the Stock Exchange having electronic connectivity with NSDL or CDSL.
11. Listing
The Bonds are proposed to be listed on BSE, under ‘F’ group – Debt instruments, tradeable on
BSE on-line trading system (BOLT) through anonymous order matching similar to that of trades
in equity shares.
12. 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.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
25
13. Title
In case of:
(i) Bonds held in the dematerialized form, the person for the time being appearing in the register of beneficial owners maintained by the Depository; and
(ii) Bonds held in physical form, the person for the time being appearing in the Register of
bondholders, as Bondholder, shall be treated for all purposes by the Company, the Debenture
Trustee, the Depositories and all other persons dealing with such person as the holder thereof and
its absolute owner for all purposes whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it or any writing on, theft or loss of the Consolidated Bond
Certificate issued in respect of the Bonds and no person will be liable for so treating the
Bondholder.
No transfer of title of a Bond will be valid unless and until entered on the Register of
Bondholders or the register of beneficial owners maintained by the Depository prior to the
Record Date. In the absence of transfer being registered, interest and/or Maturity Amount, as the
case may be, will be paid to the person, whose name appears first in the Register of Bondholders
maintained by the Depositories and/or the Company and/or the Registrar, as the case may be. In
such cases, claims, if any, by the purchasers of the Bonds will need to be settled with the seller of
the Bonds and not with the Company or the Registrar. The provisions relating to transfer and
transmission and other related matters in respect of the Company's shares contained in the
Articles of Association of the Company and the Companies Act shall apply, mutatis mutandis (to
the extent applicable) to the Bond(s) as well.
14. Transfer of Bonds
There are no restrictions on transfers and except as per Applicable Laws.
a) 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.
b) 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. If a request for transfer of the Bond is not received by the Registrar before the Record Date
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
26
for maturity, the Maturity Amount for the Bonds shall be paid to the person whose name appears
as a Bondholder in the Register of Bondholders. In such cases, any claims shall be settled inter se
between the parties and no claim or action shall be brought against the Company/Registrar.
c) Transfer of Bonds held in physical form The Bonds are negotiable instruments and Bonds held in physical form may be transferred by
endorsement and delivery by the Bondholder(s). All endorsements must be clear and vernacular
endorsements must be translated into English immediately below the endorsement. However,
buyers of the Bonds are advised to send the Bond Certificate(s) to us or to such persons as may
be notified by us from time to time, along with a duly executed transfer deed or other suitable
instrument of transfer as may be prescribed by us for registration of transfer of the Bond(s). No
transfer will be valid unless and until entered on the IFCI Register.
In case of sale by or to companies, bodies corporate, societies registered under the Applicable
Laws in India, trusts, provident funds, superannuation funds, gratuity funds, pension funds,
scientific and/or industrial research organisations, commercial Banks, cooperative banks or
regional rural banks, a certified true copy of the Power of Attorney or such other authority as
may be acceptable to IFCI, must be lodged separately at our Registered/Corporate Office or at
the office of Registrar or such other person as may be notified by us for this purpose, at the time
of registration of the Bonds.
15. Rematerialisation and De-materialisation of Bonds
Rematerialisation of bonds viz. conversion of bonds from electronic form to physical form and
de-materialisation of bonds viz. conversion of bonds from physical to electronic form can be
carried out by the bondholders by giving necessary instructions to their Depository Participants
where the demat accounts are maintained.
As a matter of precaution against possible fraudulent encashment of Bond Certificates due to loss
or misplacement, the particulars of the Applicant’s bank account are mandatorily required to be
provided at the time of re-materialisation of the Bonds or transfer of Bond Certificate.
Applications without these details are liable to be rejected. The Bondholders are advised to
submit their bank account details with the Registrar before the Record Date failing which the
amounts will be dispatched to the postal address of the Bondholders as held in the records of the
IFCI. However, in relation to Applications for dematerialised Bonds, these particulars will be
taken directly from the Depositories.
16. Interest
a. Rate of Interest: Option I Bonds bear interest at a fixed rate of 10.25% per annum, and
Option II bonds bear interest at a fixed rate of 10.15% per annum respectively.
b. Frequency of Payment of Interest: Interest in respect of both Option I and II will be
paid annually, commencing from the Deemed Date of Allotment and on the equivalent
date falling every year thereafter till redemption.
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.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
27
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 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.
17. Interest Payments
Payment of interest on the Bonds will be made to those holders of the Bonds, whose name
appears first in the Register of Bondholders maintained by the Depositories and/or the Company
and/or the Registrar, as the case may be, as on the Record Date.
Interest amounts due will be payable on June 26 of every year starting from 2013. The last
interest payment will be made along with repayment of the principal amount.
If redemption of the Bonds do not occur on the Redemption Date due to a lack of permission
from the RBI, then the last interest payment for each of the Bonds shall be made on the date of
maturity of the respective Bonds.
In case of re-materialisation of Bonds or transfer of Bond Certificates held in physical form, for
payment of interest, Bondholders are advised to send the Bond Certificate(s) and the duly
completed transfer deeds or other suitable instrument of transfer as may be prescribed by us for
registration of transfer of Bond(s) to us or such other persons as may be notified by us from time
to time, at least two days prior to the Record Date, failing which interest will be paid to the seller
and not to the buyer. In such cases, claims in respect of interest, if any, shall be settled inter se
amongst the parties and no claim or action shall lie against the Company, or the Registrar to the
Issue.
(a) Record Date:
The record date for the payment of interest or the Maturity Amount shall be 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 for such payment
of interest or principal, as the case may be (the “Effective Date”). Interest and principal or other
amounts, if any, will be paid on the Effective Date . For avoidance of doubt, in case of interest
payment on Effective Date, interest for period between actual interest payment due date and the
Effective Date will be paid in normal course in next interest payment date cycle. 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 19 below.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
28
18. Tenor & Redemption
Bonds allotted will be redeemed at their principal amount outstanding together with accrued
interest, if any, on the payment date falling 10 (ten) years from the Deemed Date of Allotment,
in respect of Option I as well as Option II. The Bonds under option I, however, have both put &
call option at the end of 5 years from the deemed date of allotment. In case, the issuer exercises
the “Call” option or the investor exercises the “put” option, interest on Bonds shall cease on the
expiry of 5 years from the deemed date of allotment. It may be noted that put and call options
are not available in Option II bonds.
(a) Exercise of Put Option
In the case of bonds under Option I, the investor shall have the option to redeem the Bonds by
exercising “Put Option”, at the end of 5 (Five) years from the Deemed Date of Allotment (June
26, 2012). Notice of the put option by the bondholders would be deemed to have been given if
the same has been received by the Issuer/Registrar to the Issue between March 26, 2017 to April
25, 2017, both days inclusive. Through exercise of “put option”, the bondholder may seek
redemption of its entire holding. Exercise of Put Option for part of the holdings shall not be
permissible. Further, in case the bonds are transferred after exercising the Put Option, the
exercise of Put Option shall not be considered valid.
(b) Exercise of Call Option
In the case of bonds under Option I, the Issuer shall have the option to redeem the Bonds by way
of “Call Option”, at the end of 5 (Five) years from the Deemed Date of Allotment. In the event
that such a “Call Option” is exercised by the Company, it shall ensure that notice of the same is
made to the Bondholders through advertisement in atleast one national English daily and one
Hindi newspaper between February 26, 2017 to March 25, 2017, both days inclusive.
(c) Procedure of redemption
Bonds held in electronic form: No action is required on the part of Bondholders at the time of
maturity of the Bonds. On the Maturity Date, the Maturity Amount will be paid as per the
Depositories' records on the Record Date fixed for this purpose. The bank details will be obtained
from the Depositories for payments. Investors who have applied or who are holding the Bond in
electronic form, are advised to immediately update their bank account details as appearing on the
records of Depository Participant as and when changed. Failure to do so could result in delays in
credit of the payments to investors at their sole risk and neither the Company nor the Registrar
shall have any responsibility and undertake any liability for such delays on part of the investors.
Bonds held in physical form: No action will ordinarily be required on the part of the Bondholder
at the time of redemption and the maturity amount will be paid to those Bondholders whose
names appear in the Register of Bondholders maintained by the Company on the Record Date
fixed for the purpose of redemption. The bank details will be obtained from the Registrar for
effecting payments.
However, the Company may require that the Consolidated Bond Certificate(s), duly discharged
by the sole holder or all the joint-holders (signed on the reverse of the Consolidated Bond
Certificate(s)) to be surrendered for redemption on Maturity Date and sent by registered post
with acknowledgment due or by hand delivery to the Registrar or Company or to such persons at
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
29
such addresses as may be notified by the Company from time to time. Bondholders shall have to
surrender the Consolidated Bond Certificate(s) in the manner as stated above, not more than three
months and not less than one month prior to the Maturity Date so as to facilitate timely payment.
Payments of redemption amount will be made on the Maturity Date or Call/Put Option Date, as
applicable, or within a period of 30 days from the date of receipt of the duly discharged
certificate, whichever is later.
The Company's liability to the Bondholders including for payment or otherwise shall stand
extinguished from the Maturity Date or the Call/Put Option Date, applicable, or upon despatch of
the Redemption Amounts to the Bondholders. Further, the Company will not be liable to pay any
interest, income or compensation of any kind from the Maturity Date or the Call/Put Option Date,
as applicable.
If the Redemption date falls on a Saturday, Sunday or a public holiday, redemption proceeds
would be paid on the next working day.
Subject to the provisions of the Companies Act, where the Company has bought back any Bond(s)
under the Buyback Facility, the Company shall have and shall be deemed always to have had the
right to keep such Bonds alive without extinguishment for the purpose of resale and in exercising
such right, the Company shall have and be deemed always to have had the power to resell such
Bonds.
19. Modes of Payment:
All payments to be made by the Company to the Bondholders shall be by cheques or demand
drafts or through National Electronic Clearing System ("NECS") or through Real Time Gross
Settlements (“RTGS”).
Despatch of cheques or pay orders in respect of payments with respect to redemptions will be
made on the Maturity Date or the Call/Put 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. NECS: 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. NEFT: Payment of refunds, interest or principal redemption shall be undertaken through
NEFT wherever the Applicants‟ bank has been assigned the IFSC which can be linked to MICR,
if any, available to that particular bank branch, and where the Applicants have registered their
nine-digit MICR number and their bank account number while opening and operating the
dematerialised account. The IFSC of that bank branch will be obtained from the RBI’s website as
on a date immediately prior to the date of payment of refund, and will be duly mapped with the
MICR numbers.
4. RTGS: Applicants whose payment of refunds, interest or principal redemption amounts is
above the prescribed amount (at present Rs.2,00,000/-) , have the option to receive the due
amounts through RTGS. In the event the same is not provided, payment of refunds, interest or
principal redemption shall be made through ECS. Charges, if any, levied by the Collecting Bank
for the same would be borne by such Applicant opting for RTGS as a mode of payment of
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
30
refunds, interest or principal redemption. Charges, if any, levied by the Applicant’s bank
receiving the credit would be borne by the Applicant.
5. For all other Applicants, including those who have not updated their bank particulars with the
MICR code, the interest payment/refund/redemption orders shall be dispatched by ordinary
post/Courier Service for value up to Rs.1,500/- and through speed/registered post/courier service
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.
20. Taxation
The interest on Bonds will be subject to deduction of tax at source at the rates prevailing from
time to time under the provisions of the Income Tax Act or any statutory modification or re-
enactment thereof.
As per clause (ix) of Section 193 of the Income Tax Act, no income tax is required to be
withheld on any interest payable on any security issued by a company, where such security is in
dematerialized form and is listed on a recognized stock exchange in India in accordance with the
Securities Contracts Regulation Act, 1956, as amended, and the rules notified 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, to ensure non-deduction or lower deduction of
tax at source, as the case may be, the Bondholders are required to furnish:
(a) 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.
(b) Certain specified entities whose income is unconditionally exempt under section 10 of the
Act and who are statutorily not required to file return of income as per section 139 of the Act,
CBDT has vide Circular no.4/2002 dated July 16, 2002, granted blanket TDS exemption. Some
examples of the specified entities are provident funds, gratuity funds, local authority, hospitals
exempt under section 10(23C)(iiiac), educational institutions or university exempt under section
10(23C)(iiiab).
These certificates may be submitted to the Company or to such person at such address as may be
notified by us from time to time, quoting the name of the sole or first Bondholder, Bondholder
number and the distinctive number(s) of the Bond(s) held, at the time of submitting application
and at any point of time as required by the Issuer from time to time.
Tax exemption certificate or document, if any, must be lodged at the office of the Registrar prior
to the Record Date or as specifically required. Tax applicable on coupon will be deducted at
source on accrual thereof in the Company's books and/or on payment thereof, in accordance with
the provisions of the Income Tax Act and/or any other statutory modification, re-enactment or
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
31
notification as the case may be. A tax deduction certificate will be issued for the amount of tax so
deducted on annual basis.
21. Debenture Trustee
IFCI has appointed a Debenture Trustee for the Bondholders. IFCI and the Debenture Trustee
will enter into a Debenture Trust Deed specifying, inter alia, the powers, authorities and
obligations of the Debenture Trustee and the Company. All Bondholders shall, without further
act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of
their agents or authorized officials to do all such acts, deeds, matters and things in respect of or
relating to the Bonds as the Debenture Trustee may in their absolute discretion deem necessary or
require to be done in the interest of the Bondholders. Any payment made by us to the Debenture
Trustee on behalf of the Bondholders shall discharge us pro tanto to the Bondholders. The
Debenture Trustee will protect the interest of the Bondholders in the event of default by us in
regard to timely payment of interest and repayment of principal and they will take necessary
action at the Company’s cost.
22. Security
The Bonds are unsecured, which means that the Bonds are not secured against any of the assets
of the company.
23. 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.
24. 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 with the other
senior debt 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.
25. 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.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
32
26. Notices
The communications to the bondholder(s) required to be sent by IFCI or the Trustees shall be
deemed to have been given if sent by an ordinary post to the registered holder of the Bonds. All
communications to be given by the bondholder(s) shall be sent by registered post or by hand
delivery to the Registrar and Transfer Agents or to IFCI or to such person, at such addresses as
may be notified by IFCI from time to time.
All notices to the Bondholders required to be given by IFCI or the Debenture Trustee shall be
published in one English language newspaper having wide circulation and one regional language
daily newspaper each in Mumbai, Chennai, Delhi, Kolkata and Ahmedabad and/or, will be sent
by post/courier to the registered Bondholders from time to time.
27. Loan against Bonds
The Bonds can be pledged or hypothecated for obtaining loans from scheduled commercial
banks. In accordance with the RBI guidelines applicable to the Company, it shall not grant loans
against the security of the Bonds.
28. Right to Reissue Bond(s)
Subject to the provisions of the Act, where the Company has redeemed or repurchased any
Bond(s), the Company shall have and shall be deemed always to have had the right to keep such
Bonds alive without extinguishment for the purpose of resale or reissue and in exercising such
right, the Company shall have and be deemed always to have had the power to resell or reissue
such Bonds either by reselling or reissuing the same Bonds or by issuing other Bonds in their
place. This includes the right to reissue original Bonds.
29. 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.
30. 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.
31. Issue of Duplicate Consolidated Bond Certificate(s)
If any Consolidated Bond Certificate is mutilated or defaced, it may be replaced by the Company
against the surrender of such Consolidated Bond Certificates, provided that where the
Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the
certificate numbers and the distinctive numbers are legible.
If any Consolidated Bond Certificate is destroyed, stolen or lost then upon production of proof
thereof to IFCI's satisfaction and upon furnishing such indemnity/security and/or documents as
we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
33
32. Jurisdiction
The courts of Delhi shall have jurisdiction to settle any disputes which may arise out of or in
connection with the Debenture Trust Deed or the Bonds and that accordingly any suit, action or
proceedings (together referred to as "Proceedings") arising out of or in connection with the
Debenture Trust Deed and the Bonds may be brought in the courts of Delhi.
The Bonds, the Debenture Trust Deed, the Tripartite Agreement, the Registrar MoU and other
relevant documents shall be governed by and construed in accordance with the laws of India. The
Bank in the Debenture Trust Deed will agree, for the exclusive benefit of the Debenture Trustee
and the Bondholders, that the courts of Delhi are to have jurisdiction to settle any disputes which
may arise out of or in connection with the Debenture Trust Deed or the Bonds (including a
dispute relating to any non-contractual obligations arising out of or in connection with the
Debenture Trust Deed and the Bonds and that accordingly any suit, action or proceedings arising
out of or in connection with the Debenture Trust Deed and the Bonds (including any suit, action
or proceedings relating to any non-contractual obligations arising out of or in connection with
these documents) may be brought in the courts of Delhi.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
34
STATEMENT OF TAX BENEFITS
TAX BENEFITS UNDER THE INCOME 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. INCOME TAX:
Taxability of Interest Taxability of interest on Bonds would depend upon the method of accounting adopted by the resident
bondholder as mentioned in the provisions of the IT Act.
Withholding Tax:
No income tax is deductible at source on interest on Bonds as per the provisions of section 193 of the
I.T. Act in respect of the following:
(a) When the Assessing Officer issues a certificate on an application by a Bond Holder on
satisfaction that the total income of the Bond Holder justifies nil/lower deduction of tax
at source as per the provisions of Section 197(1) of the I.T. Act;
(b) On any securities issued by a company in a dematerialized form listed on recognized
stock exchange in India. (w.e.f. 1.06.2008).
In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act;
Transfer before maturity: Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed Bond is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.
Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are currently 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.
A 2% education cess and 1% secondary and higher education cess on the total income tax (including surcharge) is payable by all categories of tax payers as per the current tax laws.
Short-term capital gains on the transfer of listed Bonds, where Bonds are held for a period of notmore than 12 months, would be taxed at the normal rates of tax in accordance with and subject to the provision of the I.T. Act. The provisions related to minimum amount not chargeable to tax, surcharge and education cess as described above would also apply to such short-term capital gains.
In case the bonds are held as stock in trade, the income on transfer of bonds would be taxed as business income or loss in accordance with and subject to the provisions of the IT Act.
B. WEALTH TAX
Wealth-tax is not levied on investment in Bonds under section 2(ea) of the Wealth-tax Act, 1957.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
35
PROCEDURE OF APPLICATION
The Information Memorandum and the Application Forms for this Issue can be obtained from our
Registered/Regional Office: ifciltd.com, or from the arrangers appointed for the Issue.
All Applicants shall have the option of applying for the Bonds either through RTGS/cheque/bank
draft as advised in the section “Payment Instructions for Applicants”.
Application Form
Applicants are required to submit their Applications through the Banker to Issue. Such Applicants
shall only use the specified Application Form. All Applicants shall have the option to apply for either
or both Options of Bonds in the Application Form.
WHO CAN APPLY
The following categories of persons are eligible to apply in this Issue:
Public Financial Institutions, Commercial Banks, Cooperative Banks and Regional Rural
Banks, who are authorised to invest in the Bonds;
Provident, Pension, Superannuation and Gratuity Funds;
Insurance Companies registered with IRDA authorised to invest in the Bonds.
Mutual Funds;
Companies, Bodies Corporate and Societies registered under the Applicable Laws in India
and authorised to invest in the Bonds;
Public/ private trusts (charitable/ religious or otherwise) and authorised to invest in the Bonds.
Any other investor authorised to invest in these bonds, subject to confirmation from the issuer.
Note: Individuals & HUFs, FIIs & OCBs are NOT permitted to apply in this Issue.
All investors are required to comply with the relevant regulations/guidelines applicable to them for
investing in this issue of bonds. However, out of the aforesaid class of investors eligible to invest,
this Memorandum is intended solely for the use of the person to whom it has been sent by IFCI for the
purpose of evaluating a possible investment opportunity by the recipient(s) in respect of the securities
offered herein, and it is not to be reproduced or distributed to any other person(s) other than
professional advisors of the prospective investor receiving this memorandum from IFCI.
The Arrangers, their associates and affiliates are permitted to subscribe in this Issue. However, this
Issue or any part thereof is not being underwritten by the Arrangers to the Issue or by any of its
associates and affiliates. It may be noted that participation by any investor in this Issue, including the
investment limits applicable to them, will be subject to necessary approvals and authorisations
required under the laws applicable to them as well as any corporate authorisations applicable to them.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
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As per notification No. F.No. 5(88)/2006-PR. Dated August 14, 2008 issued by Department of
Economics Affairs, Ministry of Finance, Provident Funds, Superannuation Funds and Gratuity Funds
can invest upto 40% of their corpus/fund in bonds of not less than three years tenure issued by Public
Financial Institutions as specified u/s 4A of the Companies Act, 1956 provided that the Bonds have an
investment grade rating from at least one credit rating agency.
As per the Industrial Finance Corporation (transfer of undertaking and repeal) Act, 1993 of the Govt.
of India, the Bonds and Debentures of IFCI shall be deemed to be approved securities for the purpose
of the Indian Trusts Act, 1882, and the Insurance Act, 1983.
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 of Rs.5,00,000/-i.e 5 (Five) Bonds and multiples of
one (1) Bond thereafter.
HOW TO APPLY:
General Instructions:
1. Applications for the Bonds must be made in the prescribed form (“Application Form”).
2. The Application Forms are required to be completed in block letters in English as per the
instructions contained herein and in the Application Form, and are liable to be rejected if not so
completed.
3. 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.
4. Applications under Power of Attorney: Unless we specifically agree in writing, and subject to
such terms and conditions as we may deem fit, in the case of Applications made under Power of
Attorney or by limited companies, corporate bodies, trusts etc., a certified copy of the Power of
Attorney and/or the relevant authority, as the case may be, and a certified copy of
Memorandum and Articles of Association and/or bye-laws, where applicable, is required to be
lodged separately, along with a copy of the Application Form at the office of the Registrar to
the Issue simultaneously with the submission of the Application Form, indicating the name of
the Applicant along with the address, Application number, date of submission of the
Application Form, name of the bank and branch where it was deposited, Cheque/Demand Draft
Number and the bank and branch on which the Cheque/Demand Draft was drawn.
5. Permanent Account Number: The Applicant 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.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
37
Any Application Form without the PAN is liable to be rejected. It is to be specifically noted
that Applicants should not submit the GIR Number instead of the PAN as the Application is
liable to be rejected on this ground.
6. As the issue of bonds is only in demat form, the Applicant must mention the 16 digit DP ID/Client
ID correctly in the Application Form.
Documents to be submitted along with application form
All the investors need to submit the certified true copies of the following documents, along with the
application form:
a) Memorandum and Articles of Association/Documents governing constitution
b) Resolution authorizing the investment
c) Certified true copy of Power of Attorney, where applicable
d) Certificate (in duplicate) issued by Income Tax Authorities- for investors seeking exemption from
tax deduction at source or for deduction of tax at a lower rate on the interest on application money
and/or on interest on bonds.
e) Identification and specimen signatures of the authorized signatories duly certified by an
appropriate authority.
In case of applications by Mutual Funds, a separate application must be made in respect of each
scheme of the mutual fund. The applications must clearly indicate the name of each scheme under
which the Application has been made and should be accompanied by certified true copies of the
following documents:
a) The Power of Attorney/appointment authority by Mutual Fund, as the case may be in favour of
Asset Management Company, delegating the power to invest the funds on behalf of Mutual Fund.
b) SEBI’s registration certificate of Mutual Fund
c) Resolution/authority authorizing the officers to invest in the bonds by AMC.
d) Certificate from AMC stating that the scheme for which investment is made is an approved
scheme of mutual fund.
e) Power of Attorney/appointment authority in favour of custodian by mutual fund, if any.
f) PAN (otherwise exemption certificate issued by IT authorities).
g) Identification & Specimen signatures of the authorized signatories, duly certified by an
appropriate authority.
7. 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.
8. Applicants should ensure to make payment of the Application Amount by way of single
cheque/DD/RTGS and not multiple cheques/DDs for a single Application Form.
9. Tax Deduction at Source: Applicants claiming receipt of interest on Application money without
deduction of tax at source are required to 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 valid relevant exemption/recognition certificate each
financial year.
10. Category: All Applicants are requested to tick the relevant column “Category of Investor” in
the Application Form.
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
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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 Ltd. - Bond Collection A/c” 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.
Applicants may also pay the subscription amount through RTGS. In such case, funds may be
transferred directly to the account of IFCI maintained with either HDFC Bank as per details
below:
Name of the Bank HDFC Bank
Name of the Account IFCI Ltd. - Bond Collection A/c
Shri Sanjeev Kumar Jindal Govt. Nominee Director,Ministry of Finance, Department of Financial Services, Jeevan Deep Building, 3rd Floor, Parliament Street, New Delhi – 110 001
Shri V K Chopra Govt. Nominee Deputy Secretary, Ministry of Finance, Department of Financial Services, Jeevan Deep Building, 3rd Floor, Parliament Street, New Delhi – 110 001
Shri Shilabhadra Banerjee
Independent Director 1464, Sector-14, Faridabad(HR) – 121007
Shri Prakash P Mallya Independent Director No. 46, Pratosh, 2nd Cross, Bannerghatta Road Panduranganagar, Bangalore-560076
IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum
65
Regd. Office; IFCI Tower, 61, Nehru Place, New Delhi -110019 Tel No.: (011) 41792800, 41732000; Fax 011- 26230029
For private circulation only
ADDENDUM TO THE INFORMATION MEMORANDUM DATED April 20, 2012
IFCI Private Placement Bonds- Series 56
Private placement of IFCI Unsecured, Redeemable, Non-Convertible, Taxable Bonds Series 56 of face value of Rs.1,00,000/- each in the nature of Promissory Notes aggregating to Rs. 150 Crore with a green-shoe option to retain over-subscription.
Credit Analysis and Research Ltd. (“CARE Ratings”) has, vide its letter dated April 24, 2012
assigned credit rating of "CARE A+” to the Bonds. Instruments with this rating are
considered to have adequate degree of safety regarding timely servicing of financial
obligations. Such instruments carry low credit risk.
The above ratings are not recommendations to buy, sell or hold securities and investors
should take their own decision. The ratings may be subject to revision or withdrawal at any
time by the assigning rating agencies and each rating should be evaluated independently of
any other rating.
The letter and the rating rationale are enclosed herewith. These shall constitute part and
parcel of the Information Memorandum for this issue, which stands amended to the extent
stated hereinabove.
(Authorised Signatory)
April 24, 2012
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IFCI PRIVATE PLACEMENT BONDS – SERIES 56 – Information Memorandum