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SREI INFRASTRUCTURE FINANCE LIMITED
Our Company was originally incorporated in New Delhi by the name Shri Radha Krishna Export Industries Limited with the Registrar of Companies, New Delhi (in accordance with the
Companies Act 1956 as a public limited Company to undertake lease and hire purchase financing, bill discounting and manufacture and export of certain goods. Our Company’s name was
changed to Srei International Limited on May 29, 1992 and further changed to Srei International Finance Limited with effect from April 12, 1994 to reflect its focus on financial services.
The name of our Company was further changed from Srei International Finance Limited to its existing name Srei Infrastructure Finance Limited on August 31, 2004. Our Company is
registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934. For details regarding change in the registered office see “History and Main
Objects” on page 84 of this Prospectus.
Registered Office: ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542; Corporate Office: 6A Kiran Shankar Roy Road, Kolkata – 700 001, West Bengal, India; Tel: +91 33 6499 0230 / 6499 0243; Fax: +91 33 2262 3220;
Website: www.srei.com; Corporate Identification No: L29219WB1985PLC055352,
Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Vice President, Srei Infrastructure Finance Limited, ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046
Phone: +91 33 6160 7734, Fax: +91 33 2285 8501, Email-id: [email protected]
PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE “COMPANY” OR THE “ISSUER”) OF 750,000 SECURED REDEEMABLE NON-
CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH (THE “DEBENTURES” OR THE “NCDS”), FOR AN AMOUNT UPTO ` 750 MILLION (“BASE ISSUE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO ADDITIONAL 750,000 NCDS OF ` 1,000/- EACH ,FOR AN AMOUNT UPTO ` 750 MILLION, AGGREGATING TO ` 1,500 MILLION (“OVERALL ISSUE SIZE”) (HEREINAFTER REFERRED TO AS THE “ISSUE”)
The Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Secur ities) Regulations, 2008, as amended (the “Debt
Regulations”).
PROMOTER: MR HEMANT KANORIA
For details of our Promoter, please see “Our Promoter” on page 97 of this Prospectus.
GENERAL RISK
Investors are advised to read the section titled “Risk Factors” carefully before taking an investment decision in this Issue. For the purposes of taking an investment decision, investors must rely
on their own examination of the Issuer and of the Issue, including the risks involved. Specific attention of the investors is invited to the section titled “Risk Factors” starting on page no. 13 of
this Prospectus before making an investment in this Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange
Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India.
COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS
For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date And Maturity Amount of the NCDs, attention of the investors is invited to the section titled “Terms of the Issue”
starting on page no. 143 of this Prospectus. For details relating to Eligible Investors please see “The Issue” on page 35 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Issuer and the Issue, which is material in
the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other material facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect.
CREDIT RATINGS
The NCDs have been rated ‘CARE AA- (Double A Minus)’ by Credit Analysis &Research Limited (“CARE”) pursuant to letter dated November 8, 2012 and revalidated by letter dated April
14, 2014 and ‘BWR AA (BWR Double A)’by Brickwork Ratings India Private Limited (“BRICKWORK”) pursuant to letter dated June 19, 2013 and revalidated by letter dated April 30, 2014.
Instruments with a rating of ‘CARE AA- (Double A Minus)’ by CARE and ‘BWR AA (BWR Double A)’ by BRICKWORK are considered to have high degree of safety regarding timely
servicing of financial obligations. The rating provided by CARE and BRICKWORK may be suspended, withdrawn or revised at any time by the assigning rating agency on the basis of new
information etc., and should be evaluated independently of any other rating. The rating is not a recommendation to buy, sell or hold securities and investors should take their own investment
decisions. Please refer to the Annexure of this Prospectus for the rationale of the above ratings.
PUBLIC COMMENTS
The Draft Prospectus dated March 31, 2014 was filed with BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (together “Stock Exchanges”) pursuant to the
provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days till April 9, 2014.
LISTING
The NCDs offered through this Prospectus are proposed to be listed on BSE and NSE. BSE vide letter bearing reference no. DCS/SP/PI-BOND/02/14-15 dated April 9, 2014 and NSE vide letter
bearing reference no. NSE/LIST/236004-N dated April 11, 2014 has granted their ‘in-principle’ approvals for the Issue. For the purposes of this Issue, BSE shall be the Designated Stock
Exchange.
LEAD MANAGERS TO THE ISSUE DEBENTURE TRUSTEE TO THE ISSUE
ICICI Securities Limited
ICICI Centre
H.T. Parekh Marg
Churchgate, Mumbai 400 020
Maharashtra, India
Tel : +91 22 2288 2460
Fax : +91 22 2282 6580 E-mail : [email protected]
Investor Grievance Email:
Website : www.icicisecurities.com
Contact Person: Mr Sumit Agarwal /
Ms Neha Verma
Compliance Officer : Mr Subir Saha
SEBI Registration No: INM000011179
A. K. Capital Services Limited
30-39 Free Press House, 3rd Floor, Free Press
Journal Marg, 215, Nariman Point, Mumbai
400021
Tel: +91 22 6754 6500/ 6634 9300;
Fax: +91 22 6610 0594
Email: [email protected] Investor Grievance Email:
Website: www.akcapindia.com
Contact Person: Ms Akshata Tambe /
Mr Siddharth Shah
Compliance Officer: Mr Vikas Agarwal
SEBI Registration No.: INM000010411
SPA Capital Advisors Limited
25,C – Block ,Community Centre
Janak Puri ,New Delhi -110 058
India
Tel : +91 11 4567 5500, 2551 7371
Fax : +91 11 2553 2644
Email: [email protected] Investor Grievance E mail:
Website: www.spacapital.com
Contact Person: Mr Nitin Somani /
Ms Ashi Sood
Compliance Officer: Mr Sanjay Gupta
SEBI Registration No.: INM000010825
Srei Capital Markets Limited*
‘Vishwakarma’,
86C, Topsia Road (South)
Kolkata – 700 046
West Bengal, India
Tel: +91 33 6602 3845
Fax: +91 33 2285 7542 Email: [email protected]
Investor Grievance E mail:
Website: www.srei.com
Contact Person: Mr Manoj Agarwal
Compliance Officer: Mr Manoj Agarwal
SEBI Registration No.: INM000003762
Axis Trustee Services Limited
Axis House, 2nd Floor
Bombay Dyeing Mills Compound
Pandurang Budhkar Marg
Mumbai 400 025
Tel: +91 22 2425 5206
Fax: +91 22 2425 4200 Email: [email protected]
Investor Grievance Email : [email protected]
Website:www.axistrustee.com
Contact Person: Mr Neelesh Baheti
Compliance Officer: Mr D J Bora
SEBI Registration No.: IND000000494
CO-LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE
Karvy Investor Services Limited
Hallmark Business Plaza, 7th Floor,
Sant Dynaneshwar Marg, Opp:
Gurunank Hospital, Bandra - East Mumbai – 400 051
Maharashtra, India
Tel: +91 22 6149 1500
Fax: +91 22 6149 1515
Email: [email protected]
Investor Grievance E mail:
[email protected], [email protected]
Website: www.karvy.com
Contact Person: Mr Sumit Singh
Compliance Officer : Mr V
Madhusudhan Rao
SEBI Registration No.: INM000008365
Integrated Enterprises (India)
Limited 15, 1st Floor, Modern House
Dr. V.B. Gandhi Marg, (Forbes Street), Fort
Mumbai 400 023
Tel :+91 224066 1800
Fax :+91 222287 4676
E-mail : [email protected]
Investor Grievance E-mail ID:
Website: www.integratedindia.in
Contact person: Mr V Krishnan
Compliance Officer: Mr Suresh Babu
K
SEBI Registration No: INM000002640
RR Investors Capital Services
Private Limited
47, MM, Road Rani Jhansi Marg,
Jhandelwalan, New Delhi- 110055, India
Tel :+91 11 2363 6362 - 63
Fax :+91 11 2363 6746
E-mail : [email protected]
Investor Grievance E-mail ID:
Website: www.rrfcl.com /
www.rrfinance.com
Contact person: Mr Anurag Awasthi
Compliance Officer: Mr Ravi Kant
Goyal
SEBI Registration No: INM000007508
SMC Capitals Limited
302-303, Enterprise Centre, Near
Orchid Hotel, Nehru Road, Vile Parle
(East), Mumbai-400099 Telephone number: +91 22 66481818
Fax number: +91 22 66481850
E-mail: [email protected]
Investor Grievance E-mail ID:
Website: www.smccapitals.com
Compliance Officer: Mr Sanjeev
Barnwal
Contact person: Mr Sanjeev Barnwal
SEBI Registration No.:
INM000011427**
Bajaj Capital Limited
Unit No.941, Building No. 9, 4th Floor,
Solitaire Corporate Park, Andheri
Kurla Road, Chakala Andheri (East), , Mumbai – 400 093
Telephone No.: +91 22 4009 9999
Fax: +91 22 4009 9911
Email: [email protected]
Investor Grievance E-mail ID:
Website: www.bajajcapital.com
Compliance officer: Mr P. Janardhan
Contact person: Sumit Dudani
SEBI Reg. No. INM000010544
Karvy Computershare Private Limited
Plot No. 17 to 24, Vithalrao Nagar
Madhapur, Hyderabad 500 081
Toll Free No.1-800-3454001 Tel: +91 40 4465 5000
Fax: +91 40 2343 1551
Investor Grievance Email:
Website: www.karisma.karvy.com
Compliance Officer: Mr Rakesh Santalia
Contact Person: Mr M. Murali Krishna
SEBI Registration No.: INR000000221
*Srei Capital Markets Limited, which is a wholly owned subsidiary of the Company, shall only be involved in marketing of the Issue.
**The SEBI registration certificate of SMC Capitals Limited one of the Co-Lead Managers as a merchant banker has expired on December 30, 2013. As required under regulation 8A of the Securities and Exchange Board of India (Merchant Bankers) Regulations,
1992, an application for renewal was made to SEBI vide application dated September 25, 2013 to SEBI. The approval of SEBI in this regard is awaited.
ISSUE PROGRAMME
ISSUE OPENS ON: MAY 9, 2014 ISSUE CLOSES ON: JUNE 9,2014# # The Issue shall remain open for subscription from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above, except that the Issue may close on such earlier date or extended date as may be decided
by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the
prospective investors through advertisements in a leading national daily newspaper on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be.
Axis Trustee Services Limited has, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated March 21, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be
included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.
A copy of the Prospectus has been delivered for registration with the Registrar of Companies, Kolkata, West Bengal (“RoC”) in terms of Section 26 of the Companies Act 2013 (“Companies Act 2013”), along with the
endorsed/certified copies of all requisite consents and documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page no. 200 of this Prospectus.
Prospectus
Dated May 5, 2014
http://www.srei.com/mailto:[email protected]://www.akcapindia.com/
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TABLE OF CONTENTS
SECTION I: GENERAL ......................................................................................................... 3
DEFINITIONS & ABBREVIATIONS .......................................................................................................... 3
FORWARD-LOOKING STATEMENTS ................................................................................................... 11
PRESENTATION OF FINANCIALS & USE OF MARKET DATA ....................................................... 12
SECTION II: RISK FACTORS ........................................................................................... 13
SECTION III: INTRODUCTION ....................................................................................... 26
GENERAL INFORMATION ............................................................................................... 26
THE ISSUE .................................................................................................................................................... 35
SUMMARY FINANCIAL INFORMATION .............................................................................................. 40
FINANCIAL HIGHLIGHTS OF OUR COMPANY (ON CONSOLIDATED BASIS) .......................... 48
CAPITAL STRUCTURE .............................................................................................................................. 49
OBJECTS OF THE ISSUE ........................................................................................................................... 56
STATEMENT OF TAX BENEFITS ............................................................................................................ 57
SECTION IV: ABOUT THE ISSUER AND THE INDUSTRY ....................................... 63
INDUSTRY .................................................................................................................................................... 63
BUSINESS ...................................................................................................................................................... 72
HISTORY AND MAIN OBJECTS .............................................................................................................. 84
OUR MANAGEMENT ................................................................................................................................. 88
OUR PROMOTER ........................................................................................................................................ 97
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS .................................. 99
SECTION VI: ISSUE RELATED INFORMATION ....................................................... 131
ISSUE STRUCTURE .................................................................................................................................. 131
TERMS OF THE ISSUE ............................................................................................................................. 143
ISSUE PROCEDURE.................................................................................................................................. 160
SECTION VII: LEGAL AND OTHER INFORMATION .............................................. 176
OUTSTANDING LITIGATION AND STATUTORY DEFAULTS ....................................................... 176
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 180
REGULATIONS AND POLICIES ............................................................................................................ 186
SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION ......................................... 195
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 200
DECLARATION ......................................................................................................................................... 202
ANNEXURE A : FINANCIAL INFORMATION ............................................................ 203
ANNEXURE B: CREDIT RATING REVALIDATION LETTERS, ORIGINAL
LETTERS AND RATING RATIONALE
ANNEXURE C: CONSENT OF DEBENTURE TRUSTEE.
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SECTION I: GENERAL
DEFINITIONS & ABBREVIATIONS
CONVENTIONAL / GENERAL TERMS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context indicates or implies otherwise,
have the meaning as provided below. References to any legislation, act or regulation shall be to such term as amended
from time to time.
Term Description
AGM Annual General Meeting
AS Accounting Standard
BRT Bus Rapid Transport
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
Companies Act 1956 / Act The Companies Act, 1956, as amended or replaced
Companies Act 2013 The Companies Act, 2013 to the extent notified by the MCA and in
force as of the date of this Prospectus
Competition Act Competition Act, 2002, as amended
CPC Civil Procedure Code, 1908
CrPC Code of Criminal Procedure, 1973
Debt Regulations / SEBI Debt
Regulations
SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as
amended
Depositories Act Depositories Act, 1996, as amended
DIN Director’s Identification Number
DRR Debenture Redemption Reserve
ECB External Commercial Borrowings
EGM Extraordinary General Meeting
EPS Earnings Per Share
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended
FERA Foreign Exchange Regulation Act, 1973
FII (s) Foreign Institutional Investor(s)
FIPB Foreign Investment Promotion Board
Financial Year / FY/ Fiscal Year Financial Year ending March 31
GDP Gross Domestic Product
GIR General Index Registration Number
G-Sec Government Securities
HUF Hindu Undivided Family
Indian GAAP Generally Accepted Accounting Principles in India
IPC Indian Penal Code, 1860
IPD Infrastructure Project Development
IRDA Insurance Regulatory and Development Authority
I.T. Act / Income Tax Act Income Tax Act, 1961, as amended
Mn/Mio Million
MCA Ministry of Corporate Affairs, Government of India
MNC Multi-National Corporation / Company
MRTS Mass Rapid Transport System
N.A. Not Applicable
NAV Net Asset Value
NECS National Electronic Clearing System
NEFT National Electronic Fund Transfer
NHAI National Highway Authority of India
NHDP National Highways Development Programme
N.I. Act Negotiable Instruments Act, 1881
NII(s) Non-Institutional Investor(s)
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
PAN Permanent Account Number
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Term Description
PPP Public Private Partnership
PSSA Payment and Settlement Systems Act, 2007
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended
ROC Registrar of Companies, Kolkata, West Bengal
` / Rs / INR / Rupees The lawful currency of the Republic of India
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR The Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India constituted under the SEBI
Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
TDS Tax Deducted at Source
COMPANY / INDUSTRY RELATED TERMS
Term Description
“Srei Infra”, “Issuer”, “SIFL”, “the
Company”, “we”, “us”, and “our
Company”
Srei Infrastructure Finance Limited, a public limited company
incorporated under the Companies Act 1956 having its registered office
at ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046
AFC Asset Finance Company
ALM Asset Liability Management
ATM Automated Teller Machine
Articles / Articles of Association / AOA Articles of Association of the Issuer, as amended
Auditors / Statutory Auditors Haribhakti & Co., Chartered Accountants, the statutory auditors of our
Company
Board / Board of Directors The Board of Directors of the Issuer
CC Credit Committee
Committee of Directors The Committee of Directors of the Issuer
CAR Capital Adequacy Ratio
CIC Core Investment Company
CP Commercial Paper
CRAR Capital-to-Risk-Weighted Assets Ratio
DIN Director’s Identification Number
Exposure Exposure includes credit exposure (funded and non-funded credit limits)
and investment exposure. The sanctioned limit or outstanding,
whichever is higher, is our exposure as at that date. In the case of fully
drawn term loans, where there is no scope for further drawl of any
portion of the sanctioned amount, the committed/outstanding amount, as
may be applicable, is equivalent to our exposure.
Equity Shares Equity shares of face value of `10 each of our Company
FIMMDA Fixed Income, Money Markets and Derivatives Association
IC Investment Committee
IDF-NBFC Infrastructure Debt Fund- Non- Banking Financial Company
LC Loan Company
IFC ‘Infrastructure Finance Company’, as defined under applicable RBI
guidelines
KYC Know Your Customer
Memorandum / MOA Memorandum of Association of the Issuer, as amended
Mezzanine Debt Subordinated debt instruments secured by a charge other than an
exclusive charge or a first charge
NBFC Non-Banking Financial Company as defined under Section 45-I(f) of the
RBI Act, 1934
NBFC-MFI Non-Banking Financial Company - Micro Finance Institution
NBFC-ND-SI Systemically Important Non-Deposit Taking NBFC
NPA Non-Performing Asset
NRI Non Resident Indian
Portfolio Our aggregate outstanding loans and advances including Senior Debt,
Mezzanine Debt, debentures, unsecured loans, and investments by way
of equity and preference shares
PFI Public financial institution as defined under Section 2(72) of the
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Term Description
Companies Act 2013
Preference Shares Preference shares of face value of ` 100 each of our Company
Promoters / our Promoters The Promoter of our Company, being Mr Hemant Kanoria
Registered Office ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046
RC Risk Committee of the Board
Senior Debt/ Senior Loans Debt secured by exclusive charge or first charge
Srei Group Means Srei Infra and all its subsidiaries, sub-subsidiaries, associates,
joint ventures and group companies
USD United States Dollar, the official currency of the United States of
America
WCDL Working Capital Demand Loan
WLA White Label Automated Teller Machines
WLAO White Label ATM Operator
ISSUE RELATED TERMS
Term Description
A. K. Capital A. K. Capital Services Limited
Allotment / Allotted / Allot Unless the context otherwise requires, the issue and allotment of the NCDs
pursuant to the Issue to the Allottees
Allottee The successful Applicant to whom the NCDs are being / have been Allotted
pursuant to the Issue
Allotment Advice The communication sent to the Allottees conveying the details of NCDs
allotted to the Allottees in accordance with the Basis of Allotment
Applicant(s) / Investor(s) Any prospective Applicant who is eligible to participate in this Issue and
makes an Application pursuant to the Prospectus and the Application Form.
For more information on eligibility of the prospective Applicant please refer
to the chapter titled “Issue Procedure” on page no. 160
Application An application to subscribe to the NCDs offered pursuant to the Issue by
submission of a valid Application Form and payment of the Application
Amount by any of the modes as prescribed in this Prospectus and the
Abridged Prospectus
Application Amount An amount equal to the aggregate value of NCDs applied for to be paid by
an Applicant as indicated in the Application Form
Application Form Form in terms of which an Applicant shall make an offer to subscribe to
NCDs and which will be considered as the application for Allotment of
NCDs in terms of the Prospectus
Application Supported by Blocked
Amount/ ASBA/ ASBA
Application
The Application (whether physical or electronic) used by an ASBA
Applicant to make an Application authorizing the SCSB to block the amount
payable on Application in its specified bank account maintained with such
SCSB
Associate(s) Associates of our Company as referred to in “History and Main Objects” on
page 84.
ASBA Account An account maintained by an ASBA Applicant with a SCSB which will be
blocked by such SCSB to the extent of the Application Amount in relation
to the Application Form made in ASBA mode.
ASBA Applicant Any Applicant who applies for the NCDs through the ASBA Process
Bajaj Bajaj Capital Limited
Banker(s) to the Issue/ Escrow
Collection Banks
Collectively the Escrow Collection Banks, Public Issue Account Banks and
the Refund Bank Base Issue `750 million
Issue Size `750 million with an option to retain oversubscription upto `750 million,
aggregating to `1,500 million
Basis of Allotment The basis on which NCDs will be allotted to successful Applicants under the
Issue and which is described in “Terms of the Issue – Basis of Allotment”
on page no. 144 of this Prospectus.
BRICKWORK Brickwork Ratings India Private Limited
CARE Credit Analysis & Research Limited
Category I Persons Shall mean persons who are Institutional Investors.
Category II Persons Shall mean persons who are Non-Institutional Investors.
Category III Persons Shall mean persons who are Individual Category Investors.
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Term Description
Credit Rating Agencies CARE and BRICKWORK
Co-Lead Managers Karvy Investor Services Limited, Integrated Enterprises (India) Limited, RR
Investors Capital Services Private Limited, SMC Capitals Limited and Bajaj
Capital Limited
Collection Centres Collection Centres shall mean those branches of the Bankers to the Issue/
Escrow Collection Banks that are authorized to collect the Application
Forms (other than ASBA) as per the Escrow Agreement.
Consolidated NCD Certificate The certificate that shall be issued by the Company to the NCD Holder for
the aggregate amount of the NCDs that are allotted to the NCD Holder in
physical form for the aggregate amount of NCDs as allotted to the NCD
Holder or issued upon rematerialisation of NCDs held in dematerialised
form.
Debentures / NCDs Secured redeemable non-convertible debentures of face value of ` 1,000/-
each, upto `750 million with an option to retain oversubscription upto `750
million, aggregating to `1,500 million, offered through this Prospectus
Debenture Holder (s) / NCD
Holder(s)
The holders of the NCDs whose name appears in the database of the
Depository (in case of NCDs in the dematerialized form) and/or the register
of NCD Holders maintained by our Company (in case of NCDs held in the
physical form)
Debenture Trust Deed Trust deed to be entered into between the Debenture Trustee and the
Company.
Debenture Trusteeship Agreement Agreement dated March 21, 2014 entered into between the Debenture
Trustee and the Company.
Debt Listing Agreement The listing agreement between our Company and the relevant stock
exchange(s) in connection with the listing of debt securities of our Company
Deemed Date of Allotment The Deemed Date of Allotment for the NCDs shall be the date on which the
Board of Directors or duly authorized committee thereof approves the
allotment of NCDs or such date as may be determined by the Board of our
Company and/or a duly authorized committee thereof and notified to the
Stock Exchanges. All benefits under the NCDs including payment of interest
will accrue to the NCD Holders from the Deemed Date of Allotment. The
actual allotment of NCDs may take place on a date other than the Deemed
Date of Allotment.
Demographic Details Details of the investor such as address, occupation, category, Permanent
Account Number and bank account details for printing on refund orders,
which are based on the details provided by the Applicant in the Application
Form.
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository(ies) National Securities Depository Limited and /or Central Depository Services
(India) Limited
DP / Depository Participant A depository participant as defined under the Depositories Act
Designated Branches Such branches of the SCSBs which shall collect the Application Forms used
by the ASBA Applicants and a list of which is available at
http://www.sebi.gov.in or such other website as may be prescribed by the
SEBI from time to time.
Designated Date The date on which the Application Amounts are transferred from the Escrow
Account(s) to the Public Issue Account or the Refund Account, as
appropriate, the amount blocked by the SCSBs is transferred from the ASBA
Accounts specified by the ASBA Applicants to the Public Issue Account, as
the case may be, following which the Board approves the Allotment of the
NCDs, provided that Application Amounts received will be kept in the
Escrow Account(s) up to this date and our Company will have access to such
funds only after creation of adequate security for the NCDs.
Designated Stock Exchange / DSE BSE Limited
Draft Prospectus The Draft Prospectus dated March 31, 2014 filed by our Company with the
Stock Exchanges for receiving public comments, in accordance with the
provisions of the Companies Act 1956, the Companies Act 2013 and the
SEBI Debt Regulations
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Term Description
Escrow Agreement Agreement dated April 28, 2014 entered into amongst our Company, the
Registrar, the Escrow Collection Bank(s), the Lead Managers and the Co-
Lead Managers for collection of the Application Amounts (other than by
ASBA Applicants) and for remitting refunds, if any, of the amounts
collected, to the Applicants on the terms and conditions contained thereof Escrow Account(s) Accounts opened in connection with the Issue with the Escrow Collection
Bank(s) and in whose favour the Applicants (other than ASBA Applicants)
will issue cheques or bank drafts in respect of the Application Amount while
submitting the Application
Escrow Collection Bank(s) The banks which are clearing members and registered with SEBI under the
SEBI (Bankers to an Issue) Regulations, 1994 with whom the Escrow
Accounts will be opened, in this case being ICICI Bank Limited, HDFC
Bank Limited, Yes Bank Limited and Axis Bank Limited I-Sec ICICI Securities Limited
India Ratings India Ratings and Research Private Limited
Individual Category Category III Persons which includes:
• Resident Indian individuals; and • Hindu Undivided Families through the Karta
Interest Payment Date For NCDs subscribed, in respect to Series I and IV, where the interest is to
be paid on a monthly basis, relevant interest will be calculated from the first
day till last day of every month during the tenor of such NCDs, and paid on
the first day of every subsequent month. For the first interest payment for
NCDs under the monthly options, interest from the Deemed Date of
Allotment till the last day of the subsequent month will be clubbed and paid
on the first day of the month next to that subsequent month.
For NCDs subscribed, in respect to Series II and V, where the interest is to
be paid on an annual basis, relevant interest will be made on April 1st every
year for the amount outstanding. The first interest payment will be made on
April 1, 2015 for the period commencing from the Deemed Date of
Allotment till March 31, 2015. Subject to The last interest payment will be
made at the time of maturity of the NCD on a pro rata basis.
For NCDs subscribed in respect to Series III and VI, where the interest is to
be paid on a cumulative basis and compounding annually, relevant interest
will be made on the Maturity Date for the amount outstanding from time to
time, commencing from the Deemed Date of Allotment. If any
Coupon/Interest Payment Date falls on a day that is not a Working Day, the
payment shall be made on the immediately succeeding Working Day along
with interest for such additional period. Such additional interest will be
deducted from the interest payable on the next date of payment of interest.
Institutional Investor(s) Category I Persons which includes:
• Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are
authorized to invest in the NCDs;
• Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorized to invest in the NCDs;
• Venture Capital funds and / or Alternative Investment Funds registered with SEBI;
• Insurance Companies registered with the IRDA; • National Investment Fund; • State Industrial Development Corporations; and • Mutual Funds.
Institutional Portion Portion of Applications received from Category I persons who are eligible
to apply grouped together across all Series of NCDs
Issue Public Issue by Srei Infrastructure Finance Limited of secured redeemable
non-convertible debentures of face value of ` 1,000/- each upto `750 million
with an option to retain oversubscription upto `750 million, aggregating to
`1,500 million
Issue Opening Date May 9, 2014
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Term Description
Issue Closing Date/Issue Closure June 9, 2014
The Issue may close on such earlier date or extended date as may be decided
by the Board/ Committee of Directors, as the case maybe, subject to
necessary approvals. In the event of an early closure or extension of the
Issue, our Company shall ensure that notice of the same is provided to the
prospective investors through advertisements in a leading national daily
newspaper on or before such earlier date of Issue Closure or initial date of
Issue closure, as the case may be
Issue Period Shall mean the period between the Issue Opening Date and Issue Closing
Date, both dates inclusive, during which a prospective Applicant may submit
their Application Form.
Integrated Integrated Enterprises (India) Limited
Joint Venture(s) Our joint venture companies as referred to in “History and Main Objects”
on page 84
Karvy Karvy Investor Services Limited
Lead Brokers A. K. Stockmart Private Limited, AUM Capital Market Private Limited,
Axis Capital Ltd, Edelweiss Broking Limited, HDFC Securities Limited,
ICICI Securities Limited, IDBI Capital Market Services Limited, India
Infoline Limited, Integrated Enterprises (India) Ltd., Just Trade Securities
Limited, JM Financial Services Limited, Karvy Stock Broking Limited,
Kotak Securities Limited, NJ India Invest Private Limited, RR Equity
Brokers Private Limited, SMC Global Securities Limited, SPA Securities
Limited and Tipsons Stock Brokers Private Limited.
Lead Managers ICICI Securities Limited, A. K. Capital Services Limited, SPA Capital
Advisors Limited and Srei Capital Markets Limited
Market Lot One (1) NCD
Maturity Amount or Redemption
Amount
Repayment of the Face Value plus any interest that may have accrued at the
Maturity Date for Individual and / or Institutional and /or Non-Institutional
Investors, as the case may be.
Maturity Date or Redemption Date Shall mean 3 years from Deemed Date of Allotment for Series I, Series II
and Series III NCDs and 5 Years from Deemed Date of Allotment for Series
IV, Series V and Series VI NCDs. If the Redemption Date/Maturity Date of
any Series of the NCDs falls on a day that is not a Working Day, the
redemption/maturity proceeds shall be paid on the immediately preceding
Working Day along with interest accrued on the NCDs until but excluding
the date of such payment.
Members of Syndicate Members of Syndicate includes Lead Managers, Co-Lead Managers, Lead
Brokers to the Issue and sub brokers.
Non-Institutional Investors Category II Persons eligible to apply for the issue which includes:
• Companies, bodies corporate and societies registered under the applicable laws in India and authorized to invest in the NCDs;
• Public/private charitable/religious trusts which are authorized to invest in the NCDs;
• Scientific and/or industrial research organizations, which are authorized to invest in the NCDs;
• Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the
provisions of the Limited Liability Partnership Act, 2008 (No. 6 of
2009); and
• Any other incorporated and/ or unincorporated body of persons.
Non-Institutional Portion Portion of Applications received from Category II persons who are eligible
to apply grouped together across all Series of NCDs
Prospectus The Prospectus dated May 5, 2014 issued and filed with the ROC in
accordance with the SEBI Debt Regulations containing inter alia the coupon
rate for the NCDs and certain other information
Public Issue Account Account(s) opened with the Bankers to the Issue to receive monies from the
Escrow Account(s) and from the ASBA Accounts on the Designated Date
RR RR Investors Capital Services Private Limited
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Term Description
Record Date In connection with Series II and Series V NCDs, 15 (Fifteen) Working Days
prior to the date on which interest is due and payable, or the Maturity Date,
or as may be prescribed by the Stock Exchanges, and in connection with
Series I and Series IV NCDs, 7 (Seven) Working Days prior to the date on
which interest is due and payable, or the Maturity Date, or as may be
prescribed by the Stock Exchanges and in connection with Series III and
Series VI NCDs, 15 (Fifteen) Working Days prior to the Maturity Date or as
may be prescribed by the Stock Exchanges. If the Record Date falls on falls
on a day that is not a Working Day, then immediate subsequent Working
Day will be deemed as Record Date.
Refund Account Account opened with the Refund Bank from which refunds, if any, of the
whole or any part of the Application Amount shall be made (excluding
Application Amounts from ASBA Applicants)
Refund Bank The bank which is a clearing member and registered with SEBI under the
SEBI (Bankers to an Issue) Regulations, 1994 with whom the Refund
Account will be opened, in this case being Axis Bank Limited. Registrar to the Issue/Registrar Karvy Computershare Private Limited
Registrar Agreement Memorandum of understanding dated March 20, 2014entered into between
the Company and the Registrar to the Issue, in relation to the responsibilities
and obligations of the Registrar to the Issue pertaining to the Issue
Resident Indian Individuals Individual who is a person resident in India as defined under the Foreign
Exchange Management Act, 1999
Self-Certified Syndicate Banks or
SCSB
The banks registered with the SEBI under the Securities and Exchange
Board of India (Bankers to an Issue) Regulations, 1994 offering services in
relation to ASBA, a list of which is available at http://www.sebi.gov.in or
such other website as may be prescribed by the SEBI from time to time. A
list of the branches of the SCSBs where Application Forms will be
forwarded by such members of the Syndicate is available at
http://www.sebi.gov.in.
Series Collectively the Series I, Series II, Series III, Series IV, Series V and Series
VI NCDs being offered to the Applicants as stated in the section titled ‘Issue
Related Information’ beginning on page no. 131 of this Prospectus.
SMC SMC Capitals Limited
SPA SPA Capital Advisors Limited
Srei Caps Srei Capital Markets Limited
Stock Exchange/s BSE Limited and National Stock Exchange of India Limited
Subsidiaries (and each,
individually, a Subsidiary)
Subsidiaries of our Company as referred to in “History and Main Objects”
on page 84.
Specified Cities Centres at Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,
Bengaluru, Hyderabad, Pune, Vadodara and Surat where the Lead
Managers, Lead Brokers, sub-brokers or the Trading Members of the Stock
Exchange shall accept ASBA Applications in terms of the SEBI Circular
No. CIR/CFD/DIL/1/2011 dated April 29, 2011
Syndicate ASBA ASBA Applications through the Lead Managers, Lead Brokers, sub-brokers
or the Trading Members of the Stock Exchange only in the Specified Cities
Trading Member Intermediaries registered with a Broker or a Sub-Broker under the SEBI
(Stock Brokers and Sub-Brokers) Regulations, 1992 and/or with the Stock
Exchanges under the applicable byelaws, rules, regulations, guidelines,
circulars issued by Stock Exchanges from time to time and duly registered
with the Stock Exchanges for collection and electronic upload of
Application Forms on the electronic application platform provided by Stock
Exchanges.
“Transaction Registration
Slip” or “TRS”
The acknowledgement slip or document issued by any of the Members of
the Syndicate, the SCSBs, or the Trading Members as the case may be, to an
Applicant upon demand as proof of registration of his Application for the
NCDs.
Tripartite Agreements Tripartite Agreements both dated February 27, 2013 and February 26,
2013among our Company, the Registrar to the Issue and NSDL and CDSL
respectively for offering depository option to the NCD Holders.
Trustees / Debenture Trustee Trustees for the holders of the NCDs, in this case being Axis Trustee
Services Limited
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Term Description
Working Day(s) All days excluding Sundays and a public holiday in Mumbai or Kolkata or
at any other payment centre notified in terms of the Negotiable Instruments
Act, 1881,except with reference to Issue Period and Record Date, where
Working Days shall mean all days, excluding Saturdays, Sundays and public
holiday in India or at any other payment centre notified in terms of the
Negotiable Instruments Act, 1881
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax
Benefits”, “Regulations and Policies” on pages 195, 57 and 186 respectively, and “Financial Information”, shall
have the meanings given to such terms in these respective sections.
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FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements such as “aim”, “anticipate”, “shall”, “will”, “will
continue”, “would pursue”, “will likely result”, “expected to”, “contemplate”, “seek to”, “target”, “propose to”,
“future”, “goal”, “project”, “could”, “may”, “in management’s judgment”, “objective”, “plan”, “is likely”, “intends”,
“believes”, “expects” and other similar expressions or variations of such expressions. These statements are primarily
meant to give the investor an overview of our Company’s future plans, as they currently stand. Our Company operates
in a highly competitive, dynamic and regulated business environment, and a change in any of these variables may
necessitate an alteration of our Company’s plans. Further, these plans are not static, but are subject to continuous
internal review and policies, and may be altered, if the altered plans suit our Company’s needs better.
Further, many of the plans may be based on one or more underlying assumptions (all of which may not be contained
in this Prospectus) which may not come to fruition. Thus, actual results may differ materially from those suggested by
the forward-looking statements. Our Company and all intermediaries associated with this Prospectus do not undertake
to inform the investor of any change in any matter in respect of which any forward-looking statements are made.
All statements contained in this Prospectus that are not statements of historical fact constitute “forward-looking
statements” and are not forecasts or projections relating to our Company’s financial performance. All forward-looking
statements are subject to risks, uncertainties and assumptions that may cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. Important factors that may cause actual results to differ
materially from our Company’s expectations include, amongst others:
General economic and business environment in India;
Our Company’s ability to successfully implement its strategy and growth plans;
Our Company’s ability to compete effectively and access funds at competitive cost;
Effectiveness and accuracy of internal controls and procedures;
Changes in domestic or international interest rates and liquidity conditions;
Defaults by end customers resulting in an increase in the level of non-performing assets in its portfolio;
Rate of growth of its loan assets and ability to maintain concomitant level of capital;
Downward revision in credit rating(s);
Performance of the Indian debt and equity markets;
Potential mergers, acquisitions or restructurings and increased competition;
Changes in tax benefits and incentives and other applicable regulations, including various tax laws;
Our Company’s ability to retain its management team and skilled personnel;
Changes in laws and regulations that apply to NBFCs and PFIs in India, including laws that impact its lending rates and its ability to enforce the assets financed/secured to it;
We are involved in a number of legal proceedings that may be determined against us;
Changes in political conditions in India; and
We have incurred significant indebtedness and may incur substantial additional borrowings in connection with our business;
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 or losses could materially differ from those that have been
estimated. Neither our Company nor any of its Directors have any obligation, or intent to update or otherwise revise
any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events,
even if the underlying assumptions do not come to fruition. For further discussion of the factors that could affect our
Company’s future financial performance, see the section titled “Risk Factors” beginning on page no. 13 of this
Prospectus.
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PRESENTATION OF FINANCIALS & USE OF MARKET DATA
Unless stated otherwise, the financial information used in this Prospectus is derived from our Company’s audited
financial statements as at March 31, 2009, March 31, 2010, March 31, 2011, March 31, 2012, March 31, 2013 and
for the period ended September 30, 2013and limited review for the period ended December 31, 2013 prepared in
accordance with Indian GAAP and the Companies Act 2013 and are in accordance with Section 26(1)(b) of the
Companies Act 2013, the Debt Regulations, as stated in the report of our Company’s Statutory Auditors, Haribhakti
& Co., Chartered Accountants, included in this Prospectus.
In this Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to
rounding-off.
Except as specifically disclosed, all financial / capital ratios and disclosures regarding NPAs in this Prospectus are in
accordance with the applicable RBI norms.
Unless stated otherwise, macroeconomic, growth rates, industry data and information regarding market position
contained in this Prospectus have been obtained from publications prepared / compiled by professional organisations
and analysts, data from other external sources, our knowledge of the markets in which we compete, providers of
industry information, government sources and multilateral institutions, with their consent, wherever necessary. Such
publications generally state that the information contained therein has been obtained from sources believed to be
reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.
The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. The methodologies and
assumptions may vary widely among different industry sources.
While we have compiled, extracted and reproduced data from external sources, including third parties, trade, industry
or general publications, we accept responsibility for accurately reproducing such data. However, neither we nor the
Lead Managers or the Co-Lead Managers have independently verified this data and neither we nor the Lead Managers
or the Co-Lead Managers make any representation regarding the accuracy of such data. Similarly, while we believe
our internal estimates to be reasonable, such estimates have not been verified by any independent sources and neither
we nor the Lead Managers or the Co-Lead Managers can assure potential investors as to their accuracy.
Currency and units of Presentation
In this Prospectus, all references to ‘Rupees’/ ‘`’ / ‘INR’ are to Indian Rupees, the official currency of the Republic of
India and to ‘U.S. Dollar’/ ‘USD’ are to the United States dollar, the official currency of the United States.
Except where stated otherwise in this Prospectus, all figures have been expressed in ‘Millions’. All references to
‘million/Million/Mn/Mio’ refer to one million, which is equivalent to ‘ten lakhs’ or ‘ten lacs’, the word
‘Lakhs/Lacs/Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and ‘billion/bn./Billions’ means
‘one hundred crores’.
Certain of our funding is by way of US Dollar loans. Amounts set out in this Prospectus, and particularly in the section
“Disclosure on Existing Financial Indebtedness”, in relation to such U. S. Dollar loans have been converted into Indian
Rupees for the purposes of the presentation.
Exchange Rates
Exchange Rate in ` Currency March 31,
2014
September
30, 2013
March 28,
2013
March 30,
2012
March 31,
2011
March 31,
2010
1 US$ 59.91 62. 78 54.30 50.87 44.65 45.14
1 € 82.38 84.67 69.55 67.87 63.24 60.56
(Source :www.rbi.org.in)
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SECTION II: RISK FACTORS
An investment in NCDs involves certain degree of risk. Prospective investors should carefully consider the risks and
uncertainties described below, in addition to the other information contained in this Prospectus before making any
investment decision relating to the Issue. The risk factors set forth below do not purport to be complete or
comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to
purchase, own or dispose of the NCDs. If any of the following risks or other risks that are not currently known or are
deemed immaterial at this time, actually occur, our business, financial condition and results of operation could suffer,
the trading price of the NCDs could decline and you may lose all or part of your maturity amounts and / or interest
amounts. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or
quantify the financial or other implications of any of the risks mentioned herein. The order of the risk factors appearing
hereunder is intended to facilitate ease of reading and reference and does not in any manner indicate the importance
of one risk factor over another. Unless the context requires otherwise, the risk factors described below apply to us /
our operations only.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our Company’s actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Prospectus.
Investors are advised to read the following risk factors carefully before making an investment in this Issue. You must
rely on your own examination of our Company and this Issue, including the risks and uncertainties involved.
INTERNAL RISKS
1. We, our Promoter, subsidiary companies and group companies are subject to certain legal proceedings and we cannot assure you that we will be successful in all of these actions. In the event we are unsuccessful in
litigating any or all of the disputes, our business and results of operations may be adversely affected.
We are subject to a number of legal proceedings. We incur a substantial cost in defending these proceedings before a
court of law. Moreover, we are unable to assure you that we shall be successful in any or all of these actions.
For further details of the legal proceedings that we are subject to, see the section titled “Outstanding Litigation and
Statutory Defaults” on page no. 176 of this Prospectus.
2. As an NBFC, the risk of default and non-payment by borrowers and other counterparties may materially and adversely affect our profitability and asset quality. Any such defaults and non-payments would result in write-
offs and/or provisions in our financial statements which may materially and adversely affect our profitability
and asset quality.
Our lending activities are exposed to credit risk arising from the risk of default and non-payment by borrowers and
other counterparties. Our total outstanding loan (gross of provisions) was `105,656.30 million as at December 31,
2013. The size of our loan Portfolio is expected to grow as a result of our expansion strategy in existing as well as new
products. Sustained growth may expose us to an increasing risk of defaults as our Portfolio expands. Our gross NPAs
as a percentage of total outstanding loans was 3.79%, as of December 31, 2013, while the net NPAs as a percentage
of net outstanding loans was 3.31%, as of December 31, 2013.
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.
We cannot be certain, and cannot assure you, that we will be able to improve our collections and recoveries in relation
to the NPAs or otherwise adequately control our level of NPAs in the future. Moreover, as our loan Portfolio matures,
we may experience greater defaults in principal and/or interest repayments. Thus, if we are not able to control or
reduce our level of NPAs, the overall quality of our loan Portfolio may deteriorate and our results of operations may
be adversely affected. Furthermore, our current provisions may not be comparable to those of other financial
institutions.
We have made provisions of ` 510.10 million in respect of gross NPAs as on December 31, 2013. In addition, we
maintain a provision against standard assets, as per RBI Guidelines. As of December 31, 2013, March 31, 2013, March
31, 2012 and March 31, 2011, we have made provisions of ` 254.10 million, `234.20 million, `218.10 million and
`119.50 million respectively in respect of standard assets. There can be no assurance that there will be a decrease in
our NPA provisions as a percentage of assets, or that the percentage of NPAs that we will be able to recover will be
similar to our past experience of recoveries of NPAs. In the event of any further deterioration in our Portfolio, there
could be a more significant and substantial material and adverse impact on our business, future financial performance
and results of operations.
3. Private sector infrastructure industry in India is still at a relatively early stage of development and is linked to the continued growth of the Indian economy, the sectors on which we focus and stable regulatory regimes. In
the event that central and state government initiatives and regulations in the infrastructure industry do not
proceed in the desired direction, or if there is any downturn in the macroeconomic environment in India or
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in specific sectors, our business, future financial performance and results of operations could be materially
and adversely affected.
We believe that further development of India's infrastructure is dependent on formulation and effective implementation
of state and central government programs and policies that facilitate and encourage private sector investment in
infrastructure projects in India. Many of these programs and policies are developing and evolving and their success
will depend on whether they are properly designed to address the issues facing infrastructure development in India
and are effectively implemented. Additionally, these programs will need continued support from stable and
experienced regulatory regimes and tax deductions that not only encourage the continued movement of private capital
into infrastructure projects but also lead to increased competition, appropriate allocation of risk, transparency, effective
dispute resolution and more efficient and cost effective services to the end consumer.
The availability of private capital and continued growth of the infrastructure industry are also linked to the continued
growth of the Indian economy. Specific factors within each industry sector may also influence the success of the
projects within those sectors, including changes in policies, regulatory frameworks and market structures. While there
has been progress in sectors such as telecommunications, transportation, energy, tourism and industrial and
commercial infrastructure, other sectors such as urban infrastructure and healthcare have not progressed to the same
degree. Further, since infrastructure services in India have historically been provided by the central and state
governments without charge or at a subsidized charge to consumers, the growth of the infrastructure industry will be
impacted by consumers' income levels and the extent to which they would be willing to pay or can be induced to pay
for infrastructure services. If the central and state governments' initiatives and regulations in the infrastructure industry
do not proceed in the desired direction, or if there is any downturn in the macroeconomic environment in India or in
specific sectors, our business, our future financial performance and results of operations could be materially and
adversely affected.
4. We may be exposed to potential losses due to a decline in value of assets secured in our favour, and due to delays in the enforcement of such security upon default by our borrowers.
Our total loan Portfolio is secured by a mix of movable and immovable assets and/or other collaterals. The value of
certain types of assets may decline due to inherent operational risks, the nature of the asset secured in our favour and
adverse market and economic conditions (both global and domestic).
The value of the security or collateral, as the case may be, may also decline due to delays in insolvency, winding-up
and foreclosure proceedings, defects in title, difficulty in locating movable assets, documentation relevant to the assets
and the necessity of obtaining regulatory approvals for the enforcement of our collateral over those assets, and as such,
we may not be able to recover the estimated value of the assets which would materially and adversely affect our
business, future financial performance and results of operations.
In the event of default by our borrowers, we cannot guarantee that we will be able to realize the full value of our
collateral, due to, among other things, delays on our part in taking immediate action and in bankruptcy foreclosure
proceedings, stock market downturns, defects in the perfection of collateral, litigation and fraudulent transfers by
borrowers. In the event a specialized regulatory agency gains jurisdiction over the borrower, creditor actions can be
further delayed.
5. This Prospectus includes certain unaudited financial information, which has been subjected to limited review, in relation to our Company. Reliance on such information should, accordingly, be limited.
This Prospectus includes certain unaudited financial information in relation to our Company, for the nine months
ended December 31, 2013, in respect of which the Statutory Auditors of our Company have issued their Limited
Review Report dated February 6, 2014. As this financial information has been subject only to limited review and not
to an audit, any reliance by prospective investors on such unaudited financial information for the nine months ended
December 31, 2013 should, accordingly, be limited. Moreover, our financial results for any given fiscal quarter or
period, including the nine months ended December 31, 2013, may not be directly comparable with our financial results
for any full fiscal or for any other fiscal quarter or period. Accordingly, prospective investors in the Issue are advised
to read such unaudited financial information for the nine months ended December 31, 2013 in conjunction with the
audited financial information provided elsewhere in this Prospectus in “Financial Information”.
6. If we are unable to manage our rapid growth effectively, our business, future financial performance and results of operations could be materially and adversely affected.
The business of our Company has grown rapidly since we began our operations. From March 31, 2009 to March 31,
2013, our total loans outstanding increased by a CAGR of 77.39%. We intend to continue to grow our businesses,
which could place significant demands on our operational, credit, financial and other internal risk controls. It may also
exert pressure on the adequacy of our capitalization, making management of asset quality increasingly important.
Our future business plan is dependent on our ability to borrow at competitive rate to fund our growth. We may have
difficulty obtaining funding on attractive terms. Adverse developments in the Indian credit markets, such as the
significant increase in interest rates in the last 18 months, had increase our debt service costs and the overall cost of
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15
our funds. An inability to manage our growth effectively and failure to secure the required funding therefore on
favourable terms, or at all, could have a material and adverse effect on our business, future financial performance and
results of operations.
7. We face increasing competition in our business which may result in declining margins if we are unable to compete effectively.
Our primary competitors are other NBFCs, public sector banks, private sector banks and other financial institution.
Banks have access to low cost funds which enables them to enjoy higher margins and / or offer finance at lower rates.
NBFCs do not have access to large quantities of low cost deposits, a factor which may render them less competitive.
All of these factors have resulted in us facing increased competition from other lenders in each of our lines of
businesses, including commercial banks and other NBFCs. Our ability to compete effectively will depend, to some
extent, on our ability to raise funds at competitive rates or at all. Increasing competition may have an adverse effect
on our net interest margin and other income, and, if we are unable to compete successfully, our market share may
decline.
8. Infrastructure projects carry certain risks which, to the extent they materialize, could adversely affect our business and result in defaults/ delays in repayment of our loans and investments declining in value which
could have a material and adverse effect on our business, future financial performance and results of
operations.
Our Company’s product offerings include debt, equity and mezzanine financings, and financial advisory services
related to infrastructure projects in India. As at December 31, 2013 our outstanding loans were ` 105,656.30 million.
Infrastructure projects are characterized by project - specific risks as well as general risks. These risks are generally
beyond our control, and include:
political, regulatory and legal actions that may adversely affect project viability;
interruptions or disruption in domestic or international financial markets, whether for equity or debt funds;
changes in government and regulatory policies;
delays in the construction and operation of infrastructure projects;
adverse changes in market demand or prices for the products or services that the project, when completed, is expected to provide;
the unwillingness or inability of consumers to pay for infrastructure services;
shortages of, or adverse price developments in respect of raw materials and key project inputs such as oil and natural gas;
potential defaults under financing arrangements with lenders and investors;
failure of third parties to perform on their contractual obligations;
adverse developments in the overall economic environment in India;
interest rate or currency exchange rate fluctuations or changes in tax regulations;
economic, political and social instability or occurrences such as natural disasters, armed conflict and terrorist attacks, particularly where projects are located or in the markets they are intended to serve; and
Other risks discussed in the sub-section “External Risks — Risks Relating to India”, on page no. 22 of this Prospectus.
To the extent these or other risks relating to the projects we finance materialize, the quality of our asset Portfolio and
our profitability may decline, which would have a material and adverse effect on our business, future financial
performance and results of operations.
9. Our Company has significant Exposure to certain sectors and to certain borrowers and if these Exposures become non-performing, such Exposure could increase the level of non-performing assets in our Portfolio
and materially affect our business, future financial performance and results of operations and the quality of
our asset Portfolio.
As at December 31, 2013, we have exposure in the power, road, infrastructure park and special economic zones (SEZs)
sectors. For the foreseeable future, we may have a significant concentration of loans in these four sectors. Any material
negative trends or financial difficulties in these sectors could increase the level of non-performing assets in our
Portfolio and may adversely affect our business, future financial performance and results of operations. The customers
of our Company may default on their obligations to us as a result of their bankruptcy, lack of liquidity, operational
failure, breach of contract, government or other regulatory intervention and other reasons such
as their inability to adapt to changes in the macro business environment. Historically, borrowers or borrower groups
have been adversely affected by economic conditions in varying degrees. Such adverse impact may limit our ability
to recover the dues from the borrowers and predictability of cash flows. Credit losses due to financial difficulties of
these borrowers or borrower groups in the future could materially and adversely affect our business, future financial
performance and results of operations.
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16
10. Our indebtedness and restrictive covenants imposed by our financing agreements could restrict our ability to conduct our business and operations.
Our financing agreements require us to maintain certain security margins. Should we breach any financial or other
covenants contained in any of our financing agreements, we may be required to immediately repay our borrowings
either in whole or in part, together with any related costs. Under the terms of some of the loan agreements, our
Company is required to obtain the prior written consent of the concerned lender prior to our Company entering into
any scheme of expansion, merger, amalgamation, compromise or reconstruction or selling, leasing, transferring all or
a substantial portion of its fixed and other assets; making any change in ownership or control or constitution of our
Company, or in the shareholding or management or majority of directors, or in the nature of business of our Company;
or making amendments in the Company’s Memorandum and Articles of Association. In the event that such lenders,
in the future decline to consent or delay in granting the consent to our plans of expansion/modernization/diversification
of our business, such declination or delay as the case may be may have adverse bearing on our future growth plan.
11. Our inability to obtain no objections from our lenders for the Issue, in a timely manner or at all could adversely affect raising of funds.
Our Company is required to obtain prior no objection certificates from our consortium banks pursuant to restrictive
covenants contained in the loan documents. Our Company has applied for no-objection/consents from the lead bank
of the Consortium for this Issue and has obtained the consents thereto. Our inability to obtain such no objection
certificate in a timely manner or at all, may adversely affect timely raising of funds.
12. We may experience delays in enforcing collateral when the borrowers who are customers of our Company default on their obligations to us, which may result in failure to recover the expected value of collateral and
may materially and adversely affect our business and future financial performance.
As at September 30, 2013, 99.57% of the loans of our Company were secured by project assets and/or other collateral.
Although we seek to maintain a collateral value to loan ratio of at least 100% for our secured loans, an economic
downturn or the other project risks could result in a fall in collateral values. Additionally, the realizable value of our
collateral in a liquidation may be lower than its book value.
Moreover, foreclosure of such collateral may require court or tribunal intervention that may involve protracted
proceedings and the process of enforcing security interests against collateral can be difficult. Additionally, the
realizable value of our collateral in liquidation may be lower than its book value, particularly in relation to projects
which are not completed when default occurs and lenders initiate action in respect of enforcement of security. In
general, most project loans are provided on a limited recourse basis. With respect to disbursements made on a
non-recourse basis, only the related project assets are available to repay the loan in the event the borrowers are unable
to meet their obligations under the loan agreements due to lower than expected cash flows. With respect to
disbursements made on a limited recourse basis, project sponsors generally give undertakings for funding shortfalls
and cost overruns.
We cannot guarantee that we will be able to realize the full value of our collateral, due to, among other things, defects
in the perfection of collateral, delays on our part in taking immediate action in bankruptcy foreclosure proceedings,
stock market downturns, claims of other lenders, legal or judicial restraint and fraudulent transfers by borrowers. In
the event a specialized regulatory agency gains jurisdiction over the borrower, creditor actions can be further delayed.
13. Our investments can be particularly volatile and may not be recovered.
As at December 31, 2013, our investments accounted for 19.45% of our total assets. The value of investments depends
on the success and continued viability of the projects we have invested. In addition to the project specific risks
described in the above risk factors, we have limited control over the operations or management of these projects.
Therefore, our ability to realize expected gains as a result of our equity interest in a project is highly dependent on
factors outside of our control. Decline in value of our equity Portfolio may materially and adversely affect our business,
future financial performance and results of operations.
14. As a consequence of being regulated as an NBFC and IFC, and a PFI, we have to adhere to certain individual and borrower group Exposure limits under the RBI regulations.
Our Company is regulated by the RBI as an NBFC. In terms of the Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, as amended (the "Prudential Norms
Directions") our Company is required to comply with the prescribed Exposure limits. Further, our Company has been
classified as an IFC by the RBI, which classification is subject to certain conditions including a minimum 75% of the
total assets of such NBFC being deployed in infrastructure loans (as defined under the Prudential Norms Directions),
net owned funds of ` 3,000 million or more, a minimum credit rating of "A" or an equivalent credit rating of CRISIL,
India Ratings, CARE or ICRA or any other accredited rating agency and a capital to risk weighted asset ratio of 15%.
As an IFC, our Company's single borrower limit for lending may exceed the concentration of credit norms applicable
to an NBFC that is not an IFC by an additional 10% of its owned fund, and its single group limit for lending may
exceed such credit norms by an additional 15% of its owned fund.
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The MCA, through its notification dated September 26, 2011, published in the Official Gazette of India notified our
Company, as a Public Financial Institution under Section 4A of the Companies Act 1956 (now Section 2(72) of the
Companies Act 2013). As a result of the PFI status, we are required to undertake certain continuing compliances such
as the main business of our Company should be industrial/infrastructural financing, the financial statement should
show that its income from industrial/ infrastructural financing exceeds 50% of its income; and the net-worth of our
Company should be at least ` 10,000 million.
In the event that our Company is unable to comply with the Exposure norms within the specified time limit, or at all,
our Company may be subject to regulatory actions by the RBI including the levy of fines or penalties and/or the
cancellation of registration as an NBFC, IFC or PFI. Our Company's inability to continue being classified as an IFC
and PFI may impact our growth and expansion plans by affecting our competitiveness in relation to our competitors.
We cannot assure you that we may not breach the Exposure norms in the future. Any levy of fines or penalties or the
cancellation of our registration as an NBFC or IFC by the RBI due to the breach of Exposure norms may adversely
affect our business, prospects, results of operations, financial condition and the trading price of the NCDs.
NBFCs in India are subject to strict regulation and supervision by the RBI. We require certain approvals, licenses,
registrations and permissions for operating our business, including registration with the RBI as an NBFC-ND. In
addition, the RBI has classified our Company as an IFC. Further, we have been notified as a PFI under section 4A of
the Companies Act 1956 (Section 2(72) of Companies Act 2013). Such approvals, licenses, registrations and
permissions must be maintained/renewed over time, we may have to comply with certain conditions in relation to
these approvals, applicable requirements may change and we may not be aware of or comply with all requirements all
of the time. We are required to obtain and maintain a certificate of registration for carrying on business as an NBFC
that is subject to numerous conditions. For further details, see the section titled “Regulations and Policies” on page
no. 186 of this Prospectus.
Given the extensive regulation of the financial services industry, it is possible that we could be found, by a court,
arbitration panel or regulatory authority not to have complied with applicable legal or regulatory requirements. Further,
we may be subject to lawsuits or arbitration claims by customers, employees or other third parties in the different state
jurisdictions in India in which we conduct our business. If we fail to obtain or retain any of these approvals or licenses,
or renewals thereof, in a timely manner, or at all, our business may be adversely affected. If we fail to comply, or a
regulator claims that we have not complied, with any of these conditions, our certificate of registration may be
suspended or cancelled and we shall not be able to carry on such activities. We may also incur substantial costs related
to litigation if we are subject to significant legal action, which may materially and adversely affect our business, future
financial performance and results of operations.
15. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and lending markets and, as a result, would negatively affect our net interest margin and our business.
The NCDs are rated ‘CARE AA- (Double A Minus)’ by CARE and ‘BWR AA (BWR Double A)’ by BRICKWORK.
Our on-going short-term debt instruments are rated ‘CARE A1+’ by CARE and ‘ICRA A1+’ by ICRA. Our
outstanding Unsecured Subordinated NCDs (Tier II Capital) are rated ‘CARE AA-’ by CARE, ‘BWR AA’ by
BRICKWORK and ‘ICRA A+’ by ICRA.
Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and debt
markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades of
our credit ratings could increase the possibility of additional terms and conditions being added to any additional
financing or refinancing arrangements in the future. Any such adverse development could adversely affect our
business, financial condition and results of operations.
16. We have entered into certain related party transactions.
We have entered into certain transactions with related parties as disclosed in the accounts. There can be no assurance
that we could not have achieved more favourable terms on such transactions had they not been entered into with related
parties as disclosed in the accounts. Furthermore, it is likely that we will enter into related party transactions in the
future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse
effect on our financial condition and results of operations. Such transactions we have entered into and any future
transactions with our related parties could potentially involve conflicts of interest. For more information regarding our
related party transactions, see the section titled "Financial Statements” for “Related Party Disclosure”.
17. Any increase in or realization of our contingent liabilities could adversely affect our financial condition. As at September 30, 2013, our financial statements disclosed and reflected the following contingent liabilities:
(` In million)
Particulars As at September 30, 2013
Bank Guarantees 199.10
Corporate Guarantee to Banks 1,041.10
Guarantee in the form of Put Option to Banks against loan facility 1,324.00
Disputed income tax 377.90
Fringe Benefit Tax 22.60
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Particulars As at September 30, 2013
Disputed Service Tax 45.00
Central Sales Tax 21.10
Entry Tax 0.10
Total 3,030.90
Commitments
Estimated amount of Capital contracts remaining to be executed
and not provided for (Net of advances)
177.80
On account of Letter of Credit 4,280.30
On account of Derivative Instruments *
*The Company has entered into Options/Swaps/Forward Contracts (being derivative instruments) which are not
intended for trading and speculation, for the purpose of hedging currency and interest rate related risks. Options,
Swaps and Forward Contracts outstanding as at year end are as follows:-
(Amount in million)
Category Currency September 30, 2013
No. of Contracts Amount in Foreign Currency
Options / Swaps USD/INR 8 USD 98.881
Options / Swaps EUR/INR 1 EUR 15.00
Forwards USD/INR - -
Interest Rate Swaps USD/INR 7 USD 96.524
If at any time we are compelled to pay all or a material proportion of these contingent liabilities, it would have a
material and adverse effect on our business, future financial performance and results of operations.
18. Material changes in the regulations that govern us and our borrowers could cause our business to suffer.
We are regulated by the Companies Act 1956, Companies Act 2013 and some of our activities are subject to
supervision and regulation by statutory authorities including the MCA, RBI, SEBI and Stock Exchange. Further, we
are subject to changes in Indian law, as well as to changes in regulation and government policies and accounting
principles. We also receive certain benefits and take advantage of certain exemptions available to our classification as
a public financial institution under section 4A of the Companies Act 1956 (now Section 2(72) of the Companies Act
2013) and as NBFC under the RBI Act, 1934. The laws and regulations governing us could change in the future and
any such changes could adversely affect our business, our future financial performance, by requiring a restructuring
of our activities, which may impact our results of operations.
19. Our insurance coverage may not adequately protect us against losses, and successful claims against us that exceed our insurance coverage could harm our results of operations and diminish our financial position.
We maintain insurance coverage of the type and in the amounts that we believe are commensurate with our operations.
Our insurance policies, however, may not provide adequate coverage in certain circumstances and may be subject to
certain deductibles, exclusions and limits on coverage. In addition, there are various types of risks and losses for which
we do not maintain insurance, such as losses due to business interruption and natural disasters, because they are either
uninsurable or because insurance is not available to us on acceptable terms. A successful assertion of one or more
large claims against us that exceeds our available insurance coverage or results in changes in our insurance policies,
including premium increases or the imposition of a larger deductible or co-insurance requirement, could adversely
affect our business, future financial performance and results of operations.
20. A failure of our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our businesses, cause damage to our reputation and result in losses.
Our business is highly dependent on our ability