India Infrastructure Finance Company Limited (IIFCL)

*For Category IV - Tranche II Series 3B Option for 20 years

Issue Highlights:

Issue Opens	Monday, December 9, 2013	Minimum Application	5 Bonds (Rs. 5,000) (Individually or collectively, across all series of Bonds)
Issue Closes	Friday, January 10, 2014	Annualized Yield (Retail - Category IV)	8.66% p.a Tranche II series 1B for 10 yrs 8.73% p.a Tranche II series 2B for 15 yrs 8.91% p.a Tranche II series 3B for 20 yrs
Issue Price	Rs. 1000/- per Bond	Credit Ratings	"[ICRA] AAA (Outlook: Stable)" by ICRA "BWR AAA (Outlook: Stable)" by Brickwork "CARE AAA" by CARE "IND AAA (Stable)" by IRRPL

Business Overview:

India Infrastructure Finance Company Limited (IIFCL) is a wholly-owned ‘Government company’, incorporated under the Companies Act in January 2006, pursuant to SIFTI. It commenced its operations in April 2006 and were notified as a public financial institution u/s 4A of the Companies Act in January 2009. IIFCL provides financial assistance to long-term infrastructure projects in the sectors as per the Harmonized List.

It also provides refinance for loans sanctioned by banks and other eligible institutions, in accordance with the eligibility criteria set out in the refinance scheme. In accordance with GoI policy to boost infrastructure development through PPP projects, Its lending initiatives are, under SIFTI, primarily focused on PPP projects, or projects awarded through competitive bidding. It holds an ISO 9001:2008 certification, valid up to the next surveillance audit in February 3, 2014.

Issue Highlights:

Issue Opens	Monday, December 9, 2013
Issue Closes	Friday, January 10, 2014
Issue Price	Rs. 1000/- per Bond
Face Value	Rs. 1000/- per Bond
Minimum Application	5 Bonds (Rs. 5,000) (Individually or collectively, across all series of Bonds)
Rating	"[ICRA] AAA (Outlook: Stable)"by ICRA, BWR AAA (Outlook: Stable)" by Brickwork, "CARE AAA" by CARE and "IND AAA (Stable)"by IRRPL
Listing On	BSE
Registrar	Karvy Computershare Private Limited
Annualized Yield (Retail - Category IV)	8.66% p.a Tranche II series 1B for 10 yrs 8.73% p.a Tranche II series 2B for 15 yrs 8.91% p.a Tranche II series 3B for 20 yrs
Annualized Yield (Non Retail - Category I, II and III)	8.41% p.a Tranche II series 1A for 10 yrs 8.48% p.a Tranche II series 2A for 15 yrs 8.66% p.a Tranche II series 3A for 20 yrs

Allotment is on First Come First Serve Basis

Specific terms for each series of Bonds

Options / Series^	Tranche II Series 1A	Tranche II Series 2A	Tranche II Series 3A
Coupon rate p.a. for Category I, II, and III#	8.41%	8.48%	8.66%
Annualized yield p.a. for Category I, II & III	8.41%	8.48%	8.66%
Options / Series^	Tranche II Series 1B	Tranche II Series 2B	Tranche II Series 3B
Coupon Rate p. a. for Category IV#	8.66%	8.73%	8.91%
Annualized yield p.a. for Category IV	8.66%	8.73%	8.91%
Frequency of Interest Payment	Annual	Annual	Annual
Minimum Application	5 Bonds (Rs. 5,000) (Individually or collectively, across all series of Bonds)
In Multiples of	One Bond (Rs. 1,000/-)
Face Value	Rs. 1,000/-
Issue Price	Rs. 1,000/-
Tenor	10 Years	15 Years	20 Years
Redemption Date	10 years from the Deemed Date of Allotment	15 years from the Deemed Date of Allotment	20 years from the Deemed Date of Allotment
Coupon / Interest Payment Date	The date, which is the day falling one year from the Deemed Date of Allotment, in case of the first coupon/ interest payment and the same day every year, until the Redemption Date for subsequent coupon/ interest payment

^ Company shall allocate and allot Tranche II Series 1A/ Series 1B (depending upon the category of applicants) to all valid applications, wherein the Applicants have not indicated their choice of the relevant Series of Bond.

# In pursuance of the Notification and for avoidance of doubt, it is clarified as under:

• The coupon rates indicated under Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B shall be payable only on the Portion of Bonds allotted to RIIs in this Tranche - II Issue. Such coupon is payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under RII Category viz Category IV.
• In case the Bonds allotted against Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B are transferred by RIIs to Non-RIIs viz, Qualified Institutional Buyers, Domestic Corporate and/or High Networth Individuals, the coupon rate on such Bonds shall stand at par with coupon rate applicable on Tranche II Series 1A, Tranche II Series 2A and Tranche II Series 3A, respectively.
• If the Bonds allotted against Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B are sold/ transferred by the RIIs to investor(s) who fall under the RII category as on the Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged;
• Bonds allotted against Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B shall continue to carry the specified coupon rate if on the Record Date for payment of interest, such Bonds are held by investors falling under RII Category;
• If on any Record Date, the original RII allotee(s)/ transferee(s) hold the Bonds under Tranche II Series 1B, Tranche II Series 2B and Tranche II Series 3B for an aggregate face value amount of over Rs. 10.00 lakh, then the coupon rate applicable to such RII allottee(s)/transferee(s) on Bonds under Tranche II Series 1B, Tranche II Series 2B, Tranche II Series 3B shall stand at par with coupon rate applicable on Tranche II Series 1A, Tranche II Series 2A and Tranche II Series 3A, respectively;
• Bonds allotted under Tranche II Series 1A, Tranche II Series 2A and Tranche II Series 3A shall carry coupon rates indicated above till the respective maturity of Bonds irrespective of Category of holder(s) of such Bonds; g. For the purpose of classification and verification of status of the RII Category of Bondholders, the aggregate face value of Bonds held by the Bondholders in all the Series of Bonds, allotted under the relevant Issue shall be clubbed and taken together on the basis of PAN.

Click here to download the prospectus of this Tax Free Bond Issue.

Salient features of the issue

Issuer	India Infrastructure Finance Company Limited
Issue Size	Public issue of the tax free secured redeemable non-convertible bonds in the nature of debenture of face value of Rs. 1,000 each, having benefits under section 10(15)(iv)(h) of the Income Tax Act, proposed to be issued by the Company pursuant to the Shelf Prospectus and the relevant Tranche Prospectus(es), for an amount up to an aggregate amount of the Shelf Limit of Rs. 7,03,680.00 lakh*. The Bonds will be issued in one or more tranches subject to the Shelf Limit. This Tranche - II Issue by the Issuer is of the Bonds for an amount of Rs. 1,00,000.00 lakh with an option to retain oversubscription up to Rs. 2,00,000.00 lakh aggregating to Rs. 3,00,000.00 lakh and is being offered by way of this Prospectus Tranche - II containing, interalia, the terms and conditions of Tranche –II Issue, which should be read together with the Shelf Prospectus filed with the RoC, the Designated Stock Exchange and SEBI. The Shelf Prospectus together with this Prospectus Tranche - II constitutes the Prospectus.
Stock Exchanges proposed for listing	BSE
Mode of Allotment and Trading	In dematerialized form and physical form, at the option of the Applicant**
Trading lot	1 (one) Bond
Depositories	NSDL and CDSL
Rating	"[ICRA] AAA (Outlook: Stable)" by ICRA, BWR AAA (Outlook: Stable)" by Brickwork, "CARE AAA" by CARE and "IND AAA (Stable)" by IRRPL
Issue Schedule	Issue Opens: December 9, 2013 Issue Closes: January 10, 2014
Pay-in date	Application Date. Full amount with the Application Form, except ASBA Applications.
Deemed Date of Allotment	The date on which, the Board of Directors or Bond Committee approves the Allotment of Bonds for this Tranche - II Issue or such date as may be determined by the Board of Directors or Bond Committee and notified to the Designated Stock Exchange. All benefits relating to the Bonds including interest on Bonds (as specified in this Prospectus Tranche - II) shall be available from the Deemed Date of Allotment. The actual allotment of Bonds may take place on a date other than the Deemed Date of Allotment

* In terms of the Notification, the Company has raised Rs. 2,96,320.00 lakh on a private placement basis in three tranches, through information memorandum dated August 23, 2013, August 29, 2013 and September 5, 2013 and Rs. 1,21,300.51 lakh by way of a public issue under the Tranche- I Issue through the Prospectus Tranche - I. Accordingly, the residual shelf limit is Rs. 5,82,379.49 lakh (the “Residual Shelf Limit”). This limit shall be applicable for raising further funds through public issue route or private placement route. Further, the Company may also raise funds through private placement route in one or more tranches during the process of the present Issue. The aggregate amount raised through the private placement route shall not exceed Rs. 3,00,000.00 lakh i.e. up to 30% of the allocated limit for raising funds through tax free bonds during Fiscal 2014, in terms of the Notification. The Company shall ensure that the tax free bonds issued through public issue and private placement route shall together not exceed Rs. 10,00,000.00 lakh. In case if the Company raises funds through private placements during the process of the present Issue, the Residual Shelf Limit for the Issue shall be reduced by such amount raised.

** With regard to Section 372A(3) of the Companies Act, kindly refer to General Circular No. 6/ 2013, dated March 14, 2013 Ministry of Corporate Affairs, GoI clarifying that in cases where the effective yield on tax free bonds is greater than the prevailing bank rate, there shall be no violation of Section 372A(3) of the Companies Act.

Who Can Apply

Categories		Reservation for Categories	Basis of allocation incase of over subscription
Category I: (QIB Portion)	Public financial institution as defined in Section 4A of the Companies Act, Alternative Investment Fund eligible to invest under the SEBI (Alternative Investment Funds) Regulations, 2012, as amended Scheduled commercial bank, Mutual fund, registered with SEBI, Multilateral and bilateral development financial institutions, State industrial development corporations, Insurance companies registered with the Insurance Regulatory and Development Authority, Provident funds with a minimum corpus of Rs. 2500.00 lakh, Pension funds with a minimum corpus of Rs. 2500.00 lakh, The National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the GoI, published in the Gazette of India, Insurance funds set up and managed by the army, navy, or air force of the Union of India, and Insurance funds set up and managed by the Department of Posts, India, which are authorized to invest in Bonds	15% of Overall Issue Size	On first-come-first-serve basis
Category II: (Corporate Portion)	Companies within the meaning of section 2(20) of the Companies Act, 2013, Limited Liability Partnerships registered under the provisions of the LLP Act, statutory corporations, trust, partnership firms in the name of partners, cooperative banks, regional rural banks and legal entities registered under applicable laws in India and authorised to invest in Bonds	20% of Overall Issue Size	On first-come-first-serve basis
Category III: (HNI Portion)	The following investors applying for an amount aggregating to more than Rs. 10.00 lakh across all Series of Bonds in this Tranche - II Issue Resident Indian individuals; Hindu Undivided Families through the Karta;	25% of Overall Issue Size	On first-come-first-serve basis
Category IV: (Retail Individual Investor Portion)	The following investors applying for an amount aggregating up to and including Rs. 10.00 lakh across all Series of Bonds in this Tranche - II Issue Resident Indian individuals; Hindu Undivided Families through the Karta; and	40% of Overall Issue Size	On first-come-first-serve basis