· web viewthe issuer confirms that, as of the date hereof, this information memorandum...

IL&FS FINANCIAL SERVICES LIMITED Registered Office & Corporate Office

The IL&FS Financial Centre, Plot C- 22, G- BlockBandra-Kurla Complex, Bandra (East), Mumbai 400 051

Tel : 022-2659 3560 Fax : 022-2653 3149CIN: U65990MH1995PLC093241

Website: www.ilfsifin.com E-mail: [email protected]

ISSUE OF UPTO 5,00,000 UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES (DEBENTURES/ NCDS) OF FACE VALUE OF ` 1,000/-EACH FOR CASH, AGGREGATING TO UPTO ` 500 MILLION ON A PRIVATE PLACEMENT BASIS UNDER 2016 SERIES I

GENERAL RISKS:

For taking an investment decision, investors must rely on their own examination of the issue and this Document, including the risks involved. The issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document

ISSUER’S ABSOLUTE RESPONSIBILITY:

IL&FS FINANCIAL SERVICES LIMITED (“Issuer” or “Company” or “IFIN”), having made all reasonable inquiries, accepts responsibility for, and confirms that this “Information Memorandum” or “Offer Document” contains all information with regard to the Issuer and this “Issue”, which is material in the context of this issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect

1

Private & Confidential – For Private Circulation Only

PRIVATE PLACEMENT OFFER LETTER Dated January 25th 2016

Issued in conformity with Form PAS-4 prescribed under Section 42 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008 and Amendments thereof till date of issuance

mailto:[email protected]

http://www.ilfsifin.com/

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of this Issue and issue of the debentures described and proposed to be issued hereunder, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made not misleading. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any potential investor pursuant hereto

This information memorandum has been prepared by the Issuer for providing information in connection with the proposed issue of debentures described in this Information Memorandum

CREDIT RATING:

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating may be subject to revision or withdrawal at any time by the assigning rating agency on the basis of new information and each rating should be evaluated independently of any other rating

LISTING:

The Debentures are proposed to be listed on the Wholesale Debt Market Segment of Bombay Stock Exchange Limited (“BSE” or the “Stock Exchange”). The Issuer has obtained the “in-principle” approval from BSE

Note: This document of private placement is neither a prospectus nor a statement in lieu of a prospectus. This is only an information brochure intended for private use and should not be construed to be a prospectus and/ or an invitation by the Issuer to the public for subscription to the Debentures under any law for the time being in force

2

TABLE OF CONTENTS

Sr No Particulars Page Nos

(I) General Disclaimer 1 – 5

(II) Risk Factors 6 – 7

(III) Issuer Information 8 – 9

(IV) Introduction, Brief History, Capital Structure and Objects of the Issue

10 – 14

(V) Brief History of the Issuer since its Incorporation giving details of its Activities

15 – 22

(VI) Details of borrowings of the Company 23 – 41

(VII) Abridged Version of Audited Standalone Financial Information 42 – 45

(VIII) Other Information 46 – 54

(IX) Issue Details 55 – 59

(X) Disclosure under PAS – 4 prescribed under Section 42 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014

60 – 69

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(I) GENERAL DISCLAIMER

This Disclosure Document (“Document”) is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public to subscribe for or otherwise acquire the Secured Redeemable, Non Convertible Debentures of face value of ` 1000/- each (NCDs) issued by the Company.

The issue of Debentures, to be listed on the BSE is being made strictly on a private placement basis. This Document is not intended to be circulated to more than 49 (Forty Nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. No invitation is being made to any persons other than to those to whom application forms along with this Document have been sent. Any application by a person to whom the Document and Application Form have not been sent by the Company shall be rejected without assigning any reason. The person who is in receipt of this Document shall maintain utmost confidentiality regarding the contents of this Document and shall not reproduce or distribute in whole or in part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer

Apart from this Document, no Offer Document or Prospectus has been prepared in connection with this NCD Offer and that no Prospectus in relation to the Issuer or the NCDs relating to this Offer has been delivered for registration nor such a document is required to be registered under the applicable laws

This Document is issued by the Company and the views contained in this Document do not necessarily reflect the views of its directors, employees, affiliates, subsidiaries or representatives and should not be taken as such. The Document has been prepared by the Company to provide general information on the Company and does not purport to contain all the information a potential investor may require. Where this Document summarizes the provisions of any other document, that summary should not be relied upon and the relevant document should be referred to for the full effect of the provisions

The information relating to the Company contained in Document is believed by the Company to be accurate in all respects as of the date hereof

The Document shall not be considered as a recommendation to purchase the NCDs and recipients are urged to determine, investigate and evaluate for themselves the authenticity, origin, validity, accuracy, completeness, and adequacy or otherwise the relevance of information contained in this Document. The recipients are required to make their own independent valuation and judgment of the Company and the NCDs. It is the responsibility of potential investors to also ensure that they will sell these NCDs in strict accordance with this Document and other applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Companies Act 2013. The potential investors should also consult their own tax advisors on the tax implications relating to acquisition, ownership, sale or redemption of NCDs and in respect of income arising thereon. Investors are also required to make their own assessment regarding their eligibility for making investment(s) in the NCDs of the Company. The Company or any of its directors, employees, advisors, affiliates; subsidiaries or representatives do not accept any responsibility and / or liability for any loss or damage however arising and of whatever nature and extent in connection with the said information

4

Neither the Arranger, if any, nor any of their respective affiliates or subsidiaries have independently verified the information set out in this Document or any other information (written or oral) transmitted or made to any prospective investor in the course of its evaluation of the Issuer

The Arranger, if any, makes no representation or warranty, express or implied, as to the accuracy or completeness of the Document, and the Arranger, if any, does not accept any responsibility for the legality, validity, effectiveness, adequacy or enforceability of any documentation executed or which may be executed in relation to this Offer. The Arranger is not required to file this document with SEBI / ROC / RBI as it is strictly on private placement basis to the prospective Investor to whom it is distributed and not an Offer to the general Public

The contents of this Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient

Each person receiving and acting on this Document acknowledges that such person:

- has been afforded an opportunity to request and to review and has received all additional information considered by him / her / it to be necessary to verify the accuracy of or to supplement the information herein and

- has not relied on any intermediary that may be associated with any issuance of NCDs in connection with its investigation of the accuracy of such information or its investment decision.

The Issuer does not undertake to update the Document to reflect subsequent events after the date of the Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer. Neither the delivery of this Document nor any sale of NCDs made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof

The Document is made available to investors in the Issue on the strict understanding that it is confidential

Force Majeure

The Company reserves the right to withdraw the Offer prior to the earliest closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, along with interest payable on such application money, if any, without assigning any reason

SEBI Disclaimer Clause

As per the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) regulations, 2012 a copy of this Document is not required to be filed with or submitted to SEBI. It is to be distinctly understood that this Document has not been cleared or vetted by SEBI. The SEBI does not take any responsibility either for financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in the Document

5

Stock Exchange Disclaimer Clause

As required, a copy of the Disclosure Document for issue of NCDs as referred herein on private placement basis has been filed with the Wholesale Debt Market (WDM) segment of the BSE in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012

It is to be distinctly understood that submission of the Disclosure Document to the BSE should not in any way be deemed or construed to mean that the Disclosure Document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Disclosure Document, nor does it warrant that this Issuer's securities will be listed or will continue to be listed on the BSE; nor does it take any responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer

This Document is to facilitate investors to take an informed decision for making investment in the proposed Issue

(II) RISK FACTORS

(A) Management’s Perception of Risk Factors:

Investors should carefully consider all the information disclosed in this Private Placement Offer Letter, including the risks and uncertainties described below, and the financial information of the Issuer, before making a decision to invest in NCD. Additional risks and uncertainties not known to the Issuer or that it currently believes to be immaterial may also have an adverse effect on the business, financial condition and prospects of the Issuer. If any of the following or any other risks actually occur, business, financial condition and prospects of the Issuer may be adversely affected and the price and value of the investment made by the Investors in the NCD could decline such that they may lose all or part of their investment

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence have not been disclosed in such risk factors. The numbering/ sequencing of risk factors has been done to facilitate the ease of reading and reference, and does not in any manner indicate the importance hierarchy of one risk factor over the other

Investors should not invest in the Issue unless they are prepared to accept the risk of losing all or part of their investment, and they should consult their own tax, financial and legal advisors about the particular consequences of an investment in the NCD

6

(B) Risks Relating to the Business of the Issuer:

(1) The competitive efficiency of the Issuer is dependent on its ability to maintain the effective cost of funds to the lowest. If the Issuer is unable to do so, it could have a material adverse effect on the business, financial condition and the operational results

(2) Any downgrading of the credit rating of the Issuer or India’s sovereign rating by the rating agency could have a negative impact on the business of the Issuer

(3) The Issuer is susceptible to the volatility in interest rates and it may get adversely affected due to the fluctuation in interest rate

(4) The raising of resources forms an integral part of Issuers’ lending business which may lead to asset liability mismatches at times, which could affect the liquidity and consequently have a materially adverse effect on the business, financial performance of the Issuer

(5) The Issuer being an NBFC engaged in lending business is exposed to the risk of default and nonpayment by borrowers, which could adversely affect profitability and asset quality

(6) The Issuer may be exposed to potential losses due to a decline in value of assets secured in its favor, and due to delays in the enforcement of such security upon default by borrowers

(7) The economic, political, and other factors which are beyond the control of the Issuer may have an adverse impact on its business, financial condition and prospects

(8) The Governmental and statutory regulations impose numerous requirements on the Issuer, future changes in the regulatory system could adversely affect the Issuer

(C) Risks relating to Investment in NCDs:

(1) The Issuers ability to timely service Interest Accrued, repayment of Principal amount would be subject to various factors such as financial condition, profitability of the Issuer

(2) For taking an investment decision, investors must rely on their own examination of the Issue and this Private Placement Offer Letter, including the risks involved

(3) Any downgrading in credit rating of NCDs may affect the trading price of the NCDs

7

(III) ISSUER INFORMATION

NAME AND ADDRESSES

Name of the Issuer : IL&FS Financial Services Limited

Registered & Corporate Office of the issuer

: The IL&FS Financial CentrePlot C- 22, G- BlockBandra-Kurla ComplexBandra (East)Mumbai 400 051

Tel : 022-2659 3560 / 3873 Fax : 022-2653 3149

Website: www.ilfsifin.comEmail: [email protected]

CIN: U65990MH1995PLC093241

Compliance Officer of the issuer : Ms Neelam DesaiCompany Secretary

The IL&FS Financial CentrePlot C- 22, G- BlockBandra-Kurla ComplexBandra (East)Mumbai 400 051

Tel : 022-2659 3560 / 3873 Fax : 022-2653 3149e-mail id: [email protected]

Chief Financial Officer of the issuer

: Mr Deepak PareekChief Financial Officer

The IL&FS Financial Centre, Plot C- 22, G- BlockBandra-Kurla Complex, Bandra (East), Mumbai 400 051

Tel : 022-2659 3560 / 3402 Fax : 022-2653 3149e-mail: [email protected]

8

mailto:[email protected]


Arrangers to the Issue : Trust Investment Advisors Pvt Ltd1101 Naman Center,G Block, C-31,Bandra Kurla Complex,Bandra (East)Mumbai 400 051

Debenture Trustee* of the issue : Centbank Financial Services LimitedCentral Bank of India – MMO Building,

rd 3rd Floor (East),55 Mahatma Gandhi Road, Fort,Mumbai – 400001

Registrar of the Issue : Link Intime (India) Private Limited(Formerly known as Intime Spectrum Registry Ltd)C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West),Mumbai 400078Tel : 022-25963838 Fax : 022 25946979

Credit Rating Agency(ies) of the Issue

: “IND AAA” by India Ratings & Research LimitedWockhardt Tower, Level 4, West Wing, Bandra Kurla Complex, Bandra (East),Mumbai – 400051

CARE AAA by Credit Analysis & Research Limited4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400022

Auditors of the Issuer : Deloitte Haskins & Sells LLPChartered Accountants31st Floor, Indiabulls Finance Centre,Tower-3,Elphinstone Mills Compound, Senapati Bapat Marg, Elphinstone (West),Mumbai – 400 013Tel: 022-6185 4000 Fax: 022 6667 9025

*The Debenture Trustee has given its consent vide letter dated January 08, 2016, to act as Debenture Trustee to the proposed issue

9

(IV) A BRIEF SUMMARY OF THE BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS:

(A) Introduction & Brief History:

The Company was incorporated as “IL&FS Asset Management Company Limited” on September 29, 1995 with its main object as pursuance of Mutual Fund and related business. The Company had transferred its Mutual Fund Schemes to UTI AMC and surrendered its certificate of Registration as an Asset Management Company to SEBI on July 7, 2004. Subsequently the Company had altered its Object Clause and started new business activities which included fund based activities like Leasing, Corporate Finance, Investment Banking, Advisory Financial management and to commensurate with the business profile the name of the Company was changed to IL&FS Finvest Limited in February 2005

Over the years IL&FS has developed a strong presence in the area of Financial Services which inter-alia includes Corporate Advisory, Project Finance and Debt Syndication. In line with the overall strategy of the IL&FS Group to create distinct verticals for each business and provide a distinct framework for growth and profitability, the Investment Banking team from IL&FS and the Syndication team from IL&FS Investsmart were integrated under IL&FS Finvest Limited

Subsequently, to better reflect the business operations of the Company, the name of the Company was changed from IL&FS Finvest Limited to IL&FS Financial Services Limited (IFIN) in August 2006

The Company is a 100% subsidiary of Infrastructure Leasing and Financial Services Limited (IL&FS)

Promoters and their background :

IL&FS was established by Central Bank of India (CBI), Housing Development Finance Corporation Limited (HDFC) and erstwhile Unit Trust of India (UTI). Over the years, IL&FS has broad-based its shareholding and current institutional shareholders include Life Insurance Corporation of India, State Bank of India, ORIX Corporation, Japan, Abu Dhabi Investment Authority

IL&FS is a professionally managed organisation with the Board of Directors comprising of nominees of all Institutional Shareholders and other Independent Directors

(1) Overview of the Company:

IL&FS Financial Services Limited (IFIN) is a Non Banking Finance Company (NBFC) providing a wide range of financial and advisory solutions under one umbrella

The Company specializes in infrastructure financing transactions, with a combination of Investment Banking skill sets comprising of Debt Syndication, Corporate advisory Lending and Investment capabilities

10

The Financial Services Business of the Company comprises of the following:

(a) Asset & Structured Finance Business : This is the financing arm of the Company. The lending portfolio largely comprise of following products:

(i) Asset based financing e.g. operating and finance leasing, exclusive charge on assets and the related receivables. The asset class which are concentrated on are large and standalone assets like, aircrafts, ships, offshore assets etc

(ii) Project Financing: Under this it is intended to use Company’s domain knowledge in the subject and leverage the same to procure mandates, which will encompass financial & technical advisory services. Syndication and financing would largely be in the form of token participation as this kind of financing requires large funding

(b) Syndication business : Over the years the IL&FS group has developed long standing relationships with all leading banks in the country, financial institutions, multilateral agencies, and foreign banks. The Group has followed a strategy to use the skills/ relationships which have been developed in-house for offering services to our clients and as a result monetize the same for the benefit of our stake holders viz., our share holders, lenders and employees etc. Syndication business has been major contributor to the Group revenues; this business is housed in the Company

(i) The rationale behind this is to bring in the marketing (client related), advisory and syndication capabilities under one roof and use the synergies in a more profitable manner. Syndication desk concentrates on following business:

- Infrastructure Projects : This includes in-house requirements where IL&FS Group is a sponsor as well as third party projects

- Project Financing syndication : This, as indicated earlier, is packaged with project advisory services

- Corporate finance syndication : Leveraging relationships in the corporate world to get syndication mandates and blend the same with services with respect to capital structuring etc

(c) Advisory Business : This encompass two areas viz., project advisory and corporate advisory services

11

(i) Project Advisory : The Company over the years has developed domain knowledge in this field through participation in project financing, project development and sponsoring projects. Project advisory would use this unique positioning and monetize this domain knowledge by offering various advisory services which includes financial feasibility study, project structuring, capital structuring etc

(ii) Corporate Advisory:

- The Company has been involved in various areas of financing which includes, debt participation, equity participation, merchant banking, investment banking, distribution etc. This has resulted in a complete blend of skill sets in field of finance. Coupled with our relationships in the corporate world, our brand & positioning, relationships in the banking & institution circles and equity investor provides us an unique opportunity in the field of corporate advisory services

- The Company has successfully completed mandates in various fields ranging from restructuring, business valuations, mergers & acquisitions, private equity placements etc. This activity has seen an upsurge in past two years and we intend to continue this momentum by focusing on this business and developing it into a major contributor to our revenues. As indicated, our endeavour would be to use our balance sheet and lending capabilities in conjunction with our knowledge based business (advisory services). The indicative areas of advisory services would be as follows:

Mergers & Acquisitions Financial restructuring Brand acquisitions and valuations Partner search Arranging FCCB/ GDR and similar equity/

quasi equity products Arranging private equity and seed capital

(iii) Foreign Subsidiary:

Over the years, corporate clients of the Company had expressed a level of proclivity towards providing mandates pertaining to overseas borrowing, private equity syndication and other advisory mandates to the Company. In order to tap this business opportunity, The Company has established its fully owned subsidiary in Singapore, United Kingdom, Dubai and Hong Kong to meet funding needs of Indian clients. The international subsidiaries of the Company at these four locations are primarily undertaking advisory and funds arrangement business. These subsidiaries have provided the Company with much required global footprint

12

(B) Corporate Structure of the Company:

(C) Risk And Compliance Framework:

(1) The Company has a strong Risk Management System for identification and mitigation of the risks associated with its operations. The Risk Management comprises of Risk Management Policies, Risk Management Implementation & Monitoring Systems. Further, appropriateness of all the risk assessment methodology is continuously reviewed in light of dynamic risk environment

(2) As part of the Risk mitigation strategy, the Board of Directors has prescribed norms for creation of Contingency Provision in addition to the specific provision required under the Prudential Norms. The purpose of the Contingency Provision is to build cushion against deterioration in the asset quality. The Audit Committee is entrusted with the responsibility to review the creation and utilization of the Contingency Provision and recommend the required action to the Board of Directors

(3) The Company has an Asset Liability Management (ALM) Committee in place which periodically reviews borrowing, liquidity, funding, ALM position and any risks thereof

(4) Given the exposure to variety of investment products, the Company has set up Investment Portfolio Review Committee (IPRC). The IPRC conducts periodic review of the Performance of Investment Portfolio and recommends the required action with respect to composition and valuation of the investment

(5) The Company has an established practice of compliance reporting covering all operations and support functions; compliance reporting is also subject to internal audit and is periodically reviewed to ensure comprehensive coverage. Similar practices are being established in all the domestic and international subsidiaries of the Company with the support of the Company

Infrastructure Leasing & Financial Services Limited (IL&FS)

IL&FS Financial Services Limited (IFIN)(Wholly owned subsidiary of IL&FS)

IL&FS Global

Financial Services Pte. Ltd.

(100% owned

by IFIN

IL&FS Global

Financial Services

(UK) Limited

(100% owned by

IFIN

IL&FS Global

Financial Services

(ME) Limited

(100% owned by

IFIN

IL&FS Global

Financial Services

(HK) Limited

(100% owned by

IFIN

IL&FS Capital

Advisors Limited

(100% owned by

IFIN

Subsidiaries of IFIN

IL&FS AMC

Trustee Limited

(100% owned

by IFIN

IL&FS Infra Asset

Management Limited

(86.61% owned by

IFIN

IL&FS Broking Services Private Limited

(76% owned by

IFIN

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(D) Key Operational And Financial Parameters For The Last 3 Audited Years (Standalone):

(` million)

Parameters As on September

30, 2015

FY 2014-15 FY 2013-14

FY 2012- 13

Networth 21,197.71 20,312.39 19,452.80 18,511.52Total Debt 1,17,761.90 1,23,943.43 1,11,929.05 1,03,907.35of which – Non Current Maturities of Long Term Borrowing

72,816.76 67,171.27 62,590.22 62,947.50

Short Term Borrowing 18,160.14 24,566.30 21,528.00 16,915.78Current Maturities of Long Term Borrowing

26,785.01 32,205.86 27,810.83 24,044.07

Net Fixed Assets 53.92 57.55 67.03 91.10Non Current Assets (Note 1) 81,620.48 73,140.57 75,641.97 82,260.36Cash and Cash Equivalents 9,100.87 18,678.27 5,476.31 1,950.11Current Investments 6,420.55 4,349.59 4,459.03 3,010.65Current Assets (Note 2) 51,886.49 58,058.41 55,212.60 43,317.63Current Liabilities (Note 3) 4,836.15 5,177.75 5,155.55 4,423.37Assets Under Management NA NA NA NAOff Balance Sheet Assets Nil Nil Nil NilInterest Income (Note 4) 7,552.50 16,043.03 15,476.46 15,196.44Interest Expense 6,051.14 12,160.08 11,554.66 11,188.30Provisioning & Write-offs (Note 5) 974.90 1,645.40 1,577.45 499.36PAT 885.31 2,493.68 2,650.78 3,496.11Gross NPA (%) (Note 6) 3.59 2.58 2.45 1.05Net NPA (%) (Note 6) 2.83 2.08 1.91 0.85Tier I Capital Adequacy Ratio (%) 14.75 14.35 14.13 14.20Tier II Capital Adequacy Ratio (%) 7.19 7.28 7.50 7.78Total Capital Adequacy Ratio (%) 21.94 21.63 21.63 21.98

Note :

1 Non current assets includes Deferred Tax assets, Non current investments, Long term loans & advances and other Non current assets

2 Current Assets includes Current Maturity of Investments and Long term loans & advances, Trade receivables, Short term loans & advance and other current assets

3 Current Liabilities includes Trade payables, other current liabilities and Short term provisions

4 Interest income includes Interest income on Loans, Lease income and Interest /Discount /Premium on Investments and other IB income

5 Provisioning & write-offs includes Provision for NPA, Diminuation in value of Investments, contingencies ,provision against standard assets, restructured assets provision, other provision and bad debts written off

6 Loans, Investments in Debt, Investments in Pass through certificates as at respective date has been considered for calculation of Gross NPA (%) to Gross Advances and Net NPA (%) to Net advances

7 The above format does not include other noncurrent liabilities and provisions as per audited financials.

14

(E) Gross Debt: Equity Ratio of the Company :-

Before the Issue of NCDs (times) 5.83

After the issue of NCDs (times) 5.88

(F) Project Cost and means of financing, in case of funding of new projects :

The Issuer shall utilise the proceeds of the Issue to augment the long-term resource requirement of the Company for its business activities including refinancing of the existing debt

(V) A BRIEF HISTORY OF THE ISSUER SINCE ITS INCORPORATION GIVING

DETAILS OF ITS FOLLOWING ACTIVITIES:

(a) Details of Share Capital as on December 31, 2015:

Share Capital `

Authorized Share Capital 3,000,000,000(300,000,000 equity shares of ` 10 each)

Issued, Subscribed and Paid-up Share Capital

2,656,675,550(265,667,555 equity shares of ` 10 each)

(b) Changes in Capital Structure as on December 31, 2015 for the last five years : None

(c) Equity Share Capital History of the Company as on December 31, 2015, for the last five years: In the last five years there were no issuance and allotment of equity shares

(d) Details of any Acquisition or Amalgamation in the last 1 year:

NIL

(e) Details of any Reorganisation or Reconstruction in the last 1 year:

NIL

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(f) Details of Shareholding of the Company as on December 31, 2015:

(i) Shareholding Pattern of the Company as on December 31, 2015:

SrNo

Particulars Total Number of Equity

Shares (FV: ` 10/- per

share)

No of shares in Demat Form

Total Shareholding as % of total no of

equity shares

1 Infrastructure Leasing & Financial Services Limited (IL&FS) along with its nominees

265,667,555 265,666,855 100

Total 265,667,555 265,666,855 100

Note: Shares pledged or encumbered by the Promoters – NIL

(ii) List of top 10 holders of equity shares of the Company as on December 31, 2015:

SrNo

Name of the Shareholders

Total Number of Equity

Shares (FV: ` 10/- per

share)

No of shares in Demat Form

Total Shareholding as % of total no of

equity shares

1 Infrastructure Leasing & Financial Services Limited (IL&FS)

265,666,855 265,666,855 100

2 IL&FS & Mr Ravi Parthasarathy

100 NIL -

3 IL&FS & Mr Vibhav Kapoor

100 NIL -

4 IL&FS & Mr Manu Kochhar

100 NIL -

5 IL&FS & Mr Shahzaad Dalal

100 NIL -

6 IL&FS & Mr Avinash Bagul

200 NIL -

7 IL&FS & Mr Arun K Saha

100 NIL -

Total 265,667,555 2656.67 100

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(g) Details Regarding the Directors Of The Company:

Details of the current Directors of the Company:

Name & Occupation Designation DIN Age (yrs)

Address Director of the Company since

Details of Other Directorship

Mr Ravi Parthasarathy

Occupation: Professional

Chairman 00002392 63 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

October 26, 2006

(a) Infrastructure Leasing & Financial Services Ltd(b) IL&FS Cluster Development Initiatives Ltd(c) IL&FS Education & Technology Services Ltd(d) IL&FS Energy Development Company Limited(e) IIDC Limited (Formerly IL&FS Infrastructure

Development Corporation Ltd)(f) IL&FS Investment Managers Ltd(g) IL&FS Maritime Infrastructure Company Ltd(h) IL&FS Transportation Networks Ltd(i) IL&FS Skill Development Corporation Limited(j) Elsamex S.A.(k) IL&FS Global Financial Services Pte Ltd(l) IL&FS Global Financial Services (UK) Limited(m) IL&FS Global Financial Services (ME) Limited(n) Strategic India Infrastructure Fund Pte Limited(o) IL&FS Wind Power Management Pte Ltd

Mr Hari Sankaran


Director 00002386 54 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

October 26, 2006

(a) Infrastructure Leasing & Financial Services Ltd(b) IL&FS Energy Development Co Ltd(c) IL&FS Education & Technology Services Ltd(d) IL&FS Environmental Infrastructure and Services Ltd(e) IIDC Limited (formerly IL&FS Infrastructure

Development Corporation Ltd)(f) IL&FS Transportation Networks Ltd(g) Gujarat International Finance Tec-City Co Ltd(h) Road Infrastructure Development Co of Rajasthan Ltd(i) Elsamex S.A.(j) Land Registration Systems, Inc, Philippines

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Name Designation DIN Age (yrs)



Mr Arun K Saha


Director 00002377 62 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex, Bandra

October 26, 2006

(a) Infrastructure Leasing & Financial Services Ltd(b) IL&FS Securities Services Ltd(c) IL&FS AMC Trustee Limited(d) Hill County Properties Limited (Erstwhile known as

Maytas Properties Limited)(e) IL&FS Energy Development Company Limited(f) IL&FS Transportation Networks Ltd(g) Noida Toll Bridge Company Ltd(h) ISSL Market Services Limited (i) IL&FS Maritime Offshore Pte Ltd(j) Elsamex SA(k) Instituto Tecnico de la Vialidad y del Transporte, S.A.(l) ITNL International Pte Ltd (m) Maytas Properties ME FZE, Sharjah, UAE(n) IL&FS India Realty Fund LLC(o) Se7en Factor Corporation , Seychelles

Mr Surinder Singh Kohli


Independent Director

00169907 70 J-170, Rajouri GardenNew Delhi – 110027

October 21, 2011

(a) SEAMEC Limited(b) Asian Hotels (W) Ltd(c) BSES Rajdhani Power Limited(d) BSES Yamuna Power Limited(e) ACB (India) Limited(f) PTC India Financial Services Limited(g) Reliance Infrastructure Limited(h) S V Creditline Private Limited(i) IL&FS Global Financial Services (UK) Limited(j) IL&FS Global Financial Services (ME) Limited(k) IDFC Infra Debt Fund Limited(l) IDFC Limited

18




Ms Shubhalakshmi Panse



02599310 61 Row House No - B 3, Roseland Residency, Pimple Saudagar, Pune – 411027

February 5, 2015

(a) Federal Bank(b) L&T Infrastructure Development Project Ltd(c) Atul Ltd(d) Cholamandalam MS General Insurance Company Ltd(e) The KSK Energy Ventures Ltd(f) Utkarsh Micro Finance Private Limited(g) Sudarshan Chemical Industries Limited

Ms Neera Saggi



00501029 59 1002, Atlantis Bldg, Raheja Acrapolis – I CHS, Deonar, Mumbai – 400088

March 18, 2015

(a) Swaraj Automotives Limited(b) Swaraj Engines Limited(c) Tata Projects Limited(d) TRF Limited(e) Tata Consulting Engineers Ltd(f) CARE India Solutions for Sustainable Development(g) Sicom Limited(h) Maithon Limited(i) Tata Realty and Infrastructure Ltd(j) Mahindra Heavy Engines Pvt Ltd

Mr Uday Ved



07147461 55 D/1101, Kukreja Palace, Vallabhbaug Extn Road,Garodia Nagar, Ghatkopar (East), Mumbai – 400077

March 31, 2015

SIFE India

19




Mr Ramesh C Bawa


Managing Director & CEO

00040523 62 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex,

May 1, 2008

(a) Gujarat International Finance Tec-City Company Limited

(b) IL&FS Maritime Infrastructure Co Ltd(c) IL&FS Tamil Nadu Power Company Ltd(d) IL&FS Investment Managers Limited(e) IL&FS Energy Development Company Limited(f) IL&FS Trust Company Limited(g) IL&FS Securities Services Limited(h) IL&FS Capital Advisors Limited(i) IL&FS Infra Asset Management Limited(j) IL&FS Global Financial Services Pte. Ltd.(k) IL&FS Global Financial Services (UK) Limited(l) IL&FS Global Financial Services (ME) Limited(m) IL&FS Global Financial Services (HK) Limited(n) Land Registration Systems INC., Philippines(o) Elsamex S.A., Spain(p) IL&FS India Realty Fund LLC(q) IL&FS India Realty Fund II LLC(r) Tara India Fund III, LIC

Mr Vibhav Kapoor


Director 00027271 60 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

October 26, 2006 (a) IL&FS Capital Advisors Limited

(b) IL&FS Investment Managers Ltd(c) Free Trade Warehousing Pvt Ltd(d) IL&FS Securities Services Ltd(e) IL&FS Portfolio Management Services Limited(f) IL&FS Transportation Networks Ltd(g) Strategic India Infrastructure Fund Pte Limited(h) IL&FS Wind Power Management Pte Ltd(i) IL&FS Global Pte Limited

20




Mr Milind N Patel


Joint Managing Director

00058358 47 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

October 26, 2006

(a) IL&FS Investment Managers Limited(b) IL&FS Portfolio Management Services Limited(c) IL&FS Milestone Realty Advisors Private Limited(d) IL&FS Capital Advisors Limited(e) IL&FS Wind Farms Limited(f) Maytas Metro Limited(g) IL&FS Infra Asset Management Limited(h) IL&FS Global Financial Services Pte. Ltd.(i) IL&FS Global Financial Services (UK) Limited(j) IL&FS Global Financial Services (ME) Limited(k) IL&FS Global Financial Services (HK) Limited(l) IL&FS Broking Services Private Limited (formerly

known as Avendus Securities Private Limited)Mr Rajesh Kotian


Deputy Managing Director

02283475 48 The IL&FS Financial Centre, Plot C- 22, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051

July 25, 2008

(a) IL&FS Capital Advisors Limited(b) IL&FS Infra Asset Management Limited(c) IL&FS Broking Services Private Limited (formerly

known as Avendus Securities Private Limited)(d) IL&FS Urban Infrastructure Managers Limited(e) IL&FS Global Financial Services (ME) Limited(f) IL&FS Global Financial Services (HK) Limited(g) IL&FS Global Financial Services (UK) Limited(h) IL&FS Global Financial Services Pte Ltd

As on December 31, 2015, None of the current directors of the Company appear in the RBI’s defaulter list/ECGC default list

21

Details of Change in Directors since last three years :

Name of Director

Designation DIN Date of Appointment / Resignation

Director of the Company since (in case of resigna-tion)

Remarks

Ms Shubhalakshmi Panse

Indepen-dent Director

02599310 Appointment : February 5, 2015

NA NA

Ms Neera Saggi Indepen-dent Director

00501029 Appointment : March 18, 2015

NA NA

Mr Uday Ved Indepen-dent Director

07147461 Appointment : March 31, 2015

NA NA

Mr Manu Kochhar

Director 00007556 Resignation : March 26, 2015

Director of the Company since September 20, 2004

NA

Mr Shahzaad Dalal

Director 00011375 Resignation : March 26, 2015

Director of the Company since February 15, 1999

NA

(h) Details regarding the Auditors of the Company:

(i) Details of the auditor of the Company

Name Address Auditor sinceDeloitte Haskins & Sells LLPRegistration No 117366W/W-100018

31st Floor, Indiabulls Finance Centre,Tower-3,Elphinstone Mills Compound, Senapati Bapat Marg, Elphinstone (West),Mumbai – 400 013

Re-appointed as auditors at the Annual General Meeting held on June 29, 2015 for FY 2016 till FY 2019

(ii) Details of Change in auditor since last three years : None

The nature of the statutory audit firm was changed from “M/s Deloitte Haskins & Sells” to “Deloitte Haskins & Sells LLP”

22

(VI) Details of Borrowings of the Company as on December 31, 2015:

(1) Details of Secured Loan Facilities

Lenders Name Type of Facility

Amount Sanctioned

Principal Amount

Outstanding (`)

Date of Repayment

Security

Allahabad bank Term Loan

4,25,00,00,000.00

75,00,00,000.00 15-02-2016 Pari Passu Charge on

Common pool of Assets of

the Company

Allahabad bank Term Loan 50,00,00,000.00 11-02-2016Allahabad bank Term Loan 50,00,00,000.00 24-09-2017Allahabad bank Term Loan 50,00,00,000.00 24-09-2018Allahabad bank Term Loan 12,50,00,000.00 29-09-2017Allahabad bank Term Loan 12,50,00,000.00 29-09-2018Allahabad bank Term Loan 62,50,00,000.00 28-12-2017Allahabad bank Term Loan 62,50,00,000.00 28-12-2018Andhra bank Term Loan

4,00,00,00,000.00

35,00,00,000.00 25-03-2016Andhra bank Term Loan 35,00,00,000.00 25-03-2016Andhra bank Term Loan 12,50,00,000.00 31-12-2016Andhra bank Term Loan 12,50,00,000.00 31-12-2017Andhra bank Term Loan 12,50,00,000.00 31-12-2018Andhra bank Term Loan 12,50,00,000.00 31-12-2016Andhra bank Term Loan 12,50,00,000.00 31-12-2017Andhra bank Term Loan 12,50,00,000.00 31-12-2018Andhra bank Term Loan 18,75,00,000.00 31-12-2016Andhra bank Term Loan 18,75,00,000.00 31-12-2017Andhra bank Term Loan 18,75,00,000.00 31-12-2018Andhra bank Term Loan 6,25,00,000.00 31-12-2016Andhra bank Term Loan 6,25,00,000.00 31-12-2017Andhra bank Term Loan 6,25,00,000.00 31-12-2018Andhra bank Term Loan 25,00,00,000.00 31-12-2016Andhra bank Term Loan 25,00,00,000.00 31-12-2017Andhra bank Term Loan 25,00,00,000.00 31-12-2018Bank of Baroda Term Loan

4,00,00,00,000.00

25,00,00,000.00 28-09-2016Bank of Baroda Term Loan 25,00,00,000.00 28-09-2016Bank of Baroda Term Loan 50,00,00,000.00 28-09-2016Bank of Baroda Term Loan 25,00,00,000.00 28-03-2017Bank of Baroda Term Loan 25,00,00,000.00 28-03-2018Bank of Baroda Term Loan 50,00,00,000.00 28-03-2019Bank of Baroda Term Loan 12,50,00,000.00 28-03-2017Bank of Baroda Term Loan 12,50,00,000.00 28-03-2018Bank of Baroda Term Loan 25,00,00,000.00 28-03-2019Bank of Baroda Term Loan 37,50,00,000.00 28-03-2017Bank of Baroda Term Loan 37,50,00,000.00 28-03-2018

23


Amount Sanctioned

Principal Amount

Outstanding (`)

Date of Repayment

Security

Bank of Baroda Term Loan 75,00,00,000.00 28-03-2019

Bank of India Term Loan

14,00,00,00,000.00

1,00,00,00,000.00 04-03-2016

Bank of India Term Loan1,00,00,00,000.0

0 26-12-2016


0 23-06-2017


0 28-03-2016


0 21-03-2016


0 25-03-2016


0 26-03-2018


0 23-03-2018


0 30-03-2018


0 24-09-2018


0 28-09-2018

Bank of Maharashtra Term Loan

4,00,00,00,000.00

1,00,00,00,000.00 10-03-2017

Bank of Maharashtra Term Loan1,00,00,00,000.0

0 10-03-2017Bank of Maharashtra Term Loan 37,50,00,000.00 31-10-2018Bank of Maharashtra Term Loan 37,50,00,000.00 31-10-2019Bank of Maharashtra Term Loan 25,00,00,000.00 31-10-2018Bank of Maharashtra Term Loan 25,00,00,000.00 31-10-2019Bank of Maharashtra Term Loan 37,50,00,000.00 31-10-2018Bank of Maharashtra Term Loan 37,50,00,000.00 31-10-2019Bharatiya Mahila Bank Limited Term Loan 50,00,00,

000.00 25,00,00,000.00 19-03-2016

Bharatiya Mahila Bank Limited Term Loan 25,00,00,000.00 19-03-2017

Indian Bank Term Loan

4,75,00,00,000.00

1,00,00,00,000.00 20-02-2016

Indian Bank Term Loan 25,00,00,000.00 31-12-2016Indian Bank Term Loan 50,00,00,000.00 03-12-2016Indian Bank Term Loan 37,50,00,000.00 26-09-2016Indian Bank Term Loan 37,50,00,000.00 26-08-2017Indian Bank Term Loan 12,50,00,000.00 26-09-2016Indian Bank Term Loan 12,50,00,000.00 26-08-2017Indian Bank Term Loan 25,00,00,000.00 01-06-2017Indian Bank Term Loan 25,00,00,000.00 01-05-2018Indian Bank Term Loan 25,00,00,000.00 05-03-2017Indian Bank Term Loan 25,00,00,000.00 05-02-2018

24

Indian Bank Term Loan 25,00,00,000.00 31-12-2016Indian Bank Term Loan 25,00,00,000.00 30-11-2017

Indian Overseas Bank Term Loan 2,30,00,00,

000.00

1,10,00,00,000.00 28-03-2016

Indian Overseas Bank Term Loan 60,00,00,000.00 31-01-2017Indian Overseas Bank Term Loan 30,00,00,000.00 27-01-2017Indian Overseas Bank Term Loan 30,00,00,000.00 01-11-2016

25


Amount Sanctioned

Principal Amount

Outstanding (`)

Date of Repayment

Security

Jammu & Kashmir Bank Ltd Term Loan

1,25,00,00,000.00

25,00,00,000.00 24-05-2016Jammu & Kashmir Bank Ltd Term Loan 37,50,00,000.00 25-03-2016Jammu & Kashmir Bank Ltd Term Loan 12,50,00,000.00 31-12-2016Jammu & Kashmir Bank Ltd Term Loan 12,50,00,000.00 30-04-2016Jammu & Kashmir Bank Ltd Term Loan 12,50,00,000.00 30-04-2017Jammu & Kashmir Bank Ltd Term Loan 12,50,00,000.00 30-09-2016Kotak mahindra bank ltd Term Loan

1,00,00,00,000.00

30,00,00,000.00 18-03-2016Kotak mahindra bank ltd Term Loan 32,50,00,000.00 20-06-2016Kotak mahindra bank ltd Term Loan 37,50,00,000.00 18-12-2017Oriental bank of commerce Term Loan

4,00,00,00,000.00

33,33,33,334.00 19-03-2016Oriental bank of commerce Term Loan 16,66,66,666.67 30-06-2016Oriental bank of commerce Term Loan 16,66,66,666.67 31-12-2016Oriental bank of commerce Term Loan 16,66,66,666.67 09-06-2016Oriental bank of commerce Term Loan 16,66,66,666.67 09-12-2016Oriental bank of commerce Term Loan 20,00,00,000.00 04-03-2016Punjab & Sind Bank Term Loan

9,20,00,00,000.00

75,00,00,000.00 18-02-2016Punjab & Sind Bank Term Loan 12,50,00,000.00 13-12-2017Punjab & Sind Bank Term Loan 12,50,00,000.00 13-12-2018Punjab & Sind Bank Term Loan 55,00,00,000.00 04-03-2016Punjab & Sind Bank Term Loan 20,00,00,000.00 12-09-2018Punjab & Sind Bank Term Loan 20,00,00,000.00 12-09-2019Punjab & Sind Bank Term Loan 12,50,00,000.00 26-09-2018Punjab & Sind Bank Term Loan 12,50,00,000.00 26-09-2019Punjab & Sind Bank Term Loan 50,00,00,000.00 23-03-2017Punjab & Sind Bank Term Loan 50,00,00,000.00 23-03-2018Punjab & Sind Bank Term Loan 12,50,00,000.00 01-06-2017Punjab & Sind Bank Term Loan 12,50,00,000.00 01-06-2018Punjab & Sind Bank Term Loan 50,00,00,000.00 31-01-2018Punjab & Sind Bank Term Loan 50,00,00,000.00 31-12-2017Punjab & Sind Bank Term Loan 7,50,00,000.00 01-07-2017

26


Amount Sanctioned

Principal Amount

Outstanding (`)

Date of Repayment

Security

Punjab & Sind Bank Term Loan 7,50,00,000.00 01-07-2018Punjab & Sind Bank Term Loan 5,00,00,000.00 31-10-2018Punjab & Sind Bank Term Loan 5,00,00,000.00 31-10-2019Punjab & Sind Bank Term Loan 50,00,00,000.00 29-09-2019Punjab & Sind Bank Term Loan 50,00,00,000.00 29-09-2020Punjab & Sind Bank Term Loan 50,00,00,000.00 04-11-2019Punjab & Sind Bank Term Loan 50,00,00,000.00 04-11-2020Punjab & Sind Bank Term Loan 50,00,00,000.00 18-11-2019Punjab & Sind Bank Term Loan 50,00,00,000.00 18-11-2020State bank of Bikaner & Jaipur Term Loan 1,00,00,00,

000.00 50,00,00,000.00 20-03-2016

State bank of Bikaner & Jaipur Term Loan 50,00,00,000.00 16-09-2016State Bank of Hyderabad Term Loan

1,50,00,00,000.00

37,50,00,000.00 24-07-2016State Bank of Hyderabad Term Loan 37,50,00,000.00 24-07-2017State Bank of Hyderabad Term Loan 37,50,00,000.00 24-07-2018State Bank of Hyderabad Term Loan 12,50,00,000.00 24-07-2016State Bank of Hyderabad Term Loan 12,50,00,000.00 24-07-2017State Bank of Hyderabad Term Loan 12,50,00,000.00 24-07-2018State Bank of Patiala Term Loan

87,50,00,000.00

6,25,00,000.00 26-03-2016State Bank of Patiala Term Loan 6,25,00,000.00 26-09-2016State Bank of Patiala Term Loan 10,00,00,000.00 12-03-2016State Bank of Patiala Term Loan 10,00,00,000.00 12-09-2016State Bank of Patiala Term Loan 10,00,00,000.00 12-03-2017State Bank of Patiala Term Loan 10,00,00,000.00 12-09-2017State Bank of Patiala Term Loan 8,75,00,000.00 16-08-2016State Bank of Patiala Term Loan 8,75,00,000.00 16-02-2017State Bank of Patiala Term Loan 8,75,00,000.00 16-08-2017State Bank of Patiala Term Loan 8,75,00,000.00 16-02-2018State Bank of Travancore Term Loan 2,00,00,00,

000.00

1,00,00,00,000.00 14-12-2018

State Bank of Travancore Term Loan

1,00,00,00,000.00 29-11-2018

27


Amount Sanctioned

Principal Amount

Outstanding (`)

Date of Repayment

Security

Syndicate Bank Term Loan

6,00,00,00,000.00

25,00,00,000.00 28-03-2016Syndicate Bank Term Loan 50,00,00,000.00 28-03-2016Syndicate Bank Term Loan 50,00,00,000.00 28-03-2016Syndicate Bank Term Loan 25,00,00,000.00 28-03-2016Syndicate Bank Term Loan 50,00,00,000.00 28-03-2016

Syndicate Bank Term Loan1,00,00,00,000.0

0 23-03-2018


0 22-03-2019Syndicate Bank Term Loan 50,00,00,000.00 29-09-2018Syndicate Bank Term Loan 50,00,00,000.00 29-09-2019


0 29-09-2020The Karnataka Bank Limited Term Loan

1,25,00,00,000.00

10,00,00,000.00 14-08-2016The Karnataka Bank Limited Term Loan 10,00,00,000.00 14-08-2017The Karnataka Bank Limited Term Loan 2,50,00,000.00 14-08-2016The Karnataka Bank Limited Term Loan 2,50,00,000.00 14-08-2017The Karnataka Bank Limited Term Loan 12,50,00,000.00 14-08-2016The Karnataka Bank Limited Term Loan 12,50,00,000.00 14-08-2017The Karnataka Bank Limited Term Loan 12,50,00,000.00 23-03-2017The Karnataka Bank Limited Term Loan 12,50,00,000.00 23-03-2018The Karnataka Bank Limited Term Loan 25,00,00,000.00 23-03-2017The Karnataka Bank Limited Term Loan 25,00,00,000.00 23-03-2018The Karur Vysya Bank Ltd Term Loan

1,00,00,00,000.00

1,00,00,00,000.00 11-08-2017

The South Indian Bank Ltd Term Loan

50,00,00,000.00

14,00,00,000.00 29-09-2016The South Indian Bank Ltd Term Loan 14,00,00,000.00 29-09-2017The South Indian Bank Ltd Term Loan 11,00,00,000.00 25-11-2016The South Indian Bank Ltd Term Loan 11,00,00,000.00 25-11-2017

28


Amount Sanctioned

Principal Amount

Outstanding (`)

Date of Repayment

Security

UCO Bank Term Loan

4,00,00,00,000.00

25,00,00,000.00 26-09-2018UCO Bank Term Loan 25,00,00,000.00 31-12-2018UCO Bank Term Loan 50,00,00,000.00 09-12-2018UCO Bank Term Loan 50,00,00,000.00 20-03-2019UCO Bank Term Loan 50,00,00,000.00 19-06-2019UCO Bank Term Loan 25,00,00,000.00 01-07-2019UCO Bank Term Loan 25,00,00,000.00 01-07-2020UCO bank Term Loan 50,00,00,000.00 25-03-2019UCO bank Term Loan 50,00,00,000.00 25-03-2020UCO bank Term Loan 25,00,00,000.00 24-09-2019UCO bank Term Loan 25,00,00,000.00 24-09-2020United Bank of India Term Loan

2,00,00,00,000.00

75,00,00,000.00 20-12-2017United Bank of India Term Loan 75,00,00,000.00 20-12-2018United Bank of India Term Loan 25,00,00,000.00 20-12-2017United Bank of India Term Loan 25,00,00,000.00 20-12-2018Vijaya Bank Term Loan

7,00,00,00,000.00

60,00,00,000.00 03-10-2016Vijaya Bank Term Loan 50,00,00,000.00 24-11-2016Vijaya Bank Term Loan 40,00,00,000.00 31-01-2017Vijaya Bank Term Loan 50,00,00,000.00 30-06-2016Vijaya Bank Term Loan 50,00,00,000.00 08-12-2017Vijaya Bank Term Loan 50,00,00,000.00 01-12-2017

Vijaya Bank Term Loan1,00,00,00,000.0

0 16-03-2018Vijaya Bank Term Loan 25,00,00,000.00 15-12-2017Vijaya Bank Term Loan 25,00,00,000.00 14-12-2018Vijaya Bank Term Loan 12,50,00,000.00 15-12-2017Vijaya Bank Term Loan 12,50,00,000.00 14-12-2018Vijaya Bank Term Loan 12,50,00,000.00 15-12-2017Vijaya Bank Term Loan 12,50,00,000.00 14-12-2018Vijaya Bank Term Loan 25,00,00,000.00 15-12-2017Vijaya Bank Term Loan 25,00,00,000.00 14-12-2018Vijaya Bank Term Loan 75,00,00,000.00 31-12-2018Vijaya Bank Term Loan 75,00,00,000.00 30-12-2019

Central Bank Of India STL 3,00,00,00,000.00

2,00,00,00,000.00 29-11-2016

Central Bank Of India STL1,00,00,00,000.0

0 16-12-2016The Bank of Nova Scotia STL 1,00,00,00,000.00

1,00,00,00,000.00 23-06-2016

29

* Note: Limits for borrowing are as per the Gsec portfolio ie . IFIN can borrow against the Gsec portfolio as it will have to give the Gsec as security. The limits would thus change according to the portfolio held on a given date of borrowing

30

(2) Cash Credit Facilities:

Lender's Name Type of Facility

Amt Sanctioned

Principal Amount Outstanding

Repayment date / Schedule

Security

Bank of Maharashtra Cash Credit 20,00,00,000 (18,24,29,141.00)

1 years from the date of sanction

**

Canara Bank Cash Credit 30,00,00,000 (26,58,43,758.18)Central Bank of India Cash Credit 86,00,00,000 (60,66,84,225.33)Dena Bank Cash Credit 22,50,00,000 (20,15,01,800.49)Union Bank of India Cash Credit 75,00,00,000 (67,70,85,046.38)United Bank of India Cash Credit 61,50,00,000 (59,35,54,474.84)Jammu & Kashmir Bank Ltd Cash Credit 34,00,00,000 (22,46,85,486.28)Oriental bank Of Commerce Cash Credit 22,50,00,000 (20,38,53,653.00)Andhra Bank Limited Cash Credit 25,00,00,000 (15,11,64,724.86)Punjab National Bank Cash Credit 7,50,00,000 (53,104.00)Syndicate Bank Cash Credit 32,00,00,000 (30,43,20,390.42)Bank of India Cash Credit 40,00,00,000 (29,82,00,417.10)Bank of Baroda Cash Credit 16,50,00,000 (3,44,69,046.00)Vijaya Bank Cash Credit 30,00,00,000 (25,02,85,790.11)State Bank of Hyderabad Cash Credit 10,00,00,000 (9,09,01,386.00)Indian Bank Cash Credit 10,00,00,000 (9,57,87,291.28)Punjab & Sind Bank Cash Credit 22,50,00,000 (22,06,62,914.50)Bank of Baroda Cash Credit 16,50,00,000 (16,00,00,447.00)Standard Chartered Bank Cash Credit 40,00,00,000 SB of Mysore Cash Credit 15,00,00,000

31

(3) Details of Unsecured Loan Facilities:

Lenders name Type of Facility

Amount Sanctioned (`)

Amount Outstanding (`)

Date of Repayment

IL&FS Energy Development Company Limited

Short Term Deposit

50,93,760.00 50,93,760.00 29-02-2016

IL&FS Energy Development Company Limited

Short Term Deposit

1,00,00,000.00 1,00,00,000.00 02-03-2016

Urban Mass Transit Company Limited

Short Term Deposit

50,00,000.00 50,00,000.00 31-03-2016


Short Term Deposit

50,00,000.00 50,00,000.00 31-03-2016


Short Term Deposit

2,00,00,000.00 2,00,00,000.00 12-04-2016

ISSL Market Services Limited ICD 4,72,00,000.00 8,00,000.00 23-09-2016IL&FS Portfolio Management Services Ltd

Short Term Deposit

90,00,000.00 20,00,000.00 10-03-2016

IL&FS Portfolio Management Services Ltd

Short Term Deposit

1,20,00,000.00 60,00,000.00 28-07-2016

Procam International Limited Short Term Deposit

1,00,00,000.00 1,00,00,000.00 06-07-2016


1,50,00,000.00 1,00,00,000.00 15-07-2016


2,72,37,671.00 2,72,37,671.00 02-08-2016


43,56,057.00 43,56,057.00 09-08-2016

ISSL Settlement & Transaction Services Limited

Short Term Deposit

3,00,00,000.00 3,00,00,000.00 13-05-2016


Short Term Deposit

1,50,00,000.00 1,50,00,000.00 13-05-2016


Short Term Deposit

49,00,000.00 49,00,000.00 17-06-2016

Indian Corporation Limited Short Term Deposit

20,00,00,000.00 20,00,00,000.00 21-06-2016

IL&FS Renewable Energy Limited

Short Term Deposit

95,56,219.00 95,56,219.00 29-01-2016

IL&FS Water Limited Short Term Deposit

3,22,85,919.00 3,22,85,919.00 29-02-2016

IL&FS Rail Ltd Short Term Deposit

2,50,00,000.00 2,50,00,000.00 12-01-2016

IL&FS Rail Ltd Short Term Deposit

8,00,00,000.00 1,00,00,000.00 23-02-2016

IL&FS Township & Urban Assets Limited - ITUAL

Short Term Deposit

8,00,00,000.00 8,00,00,000.00 30-06-2016

Small Industries Development Bank of India

Short Term Deposit

1,00,00,00,000.00

1,00,00,00,000.00 10-02-2016


Short Term Deposit

50,00,00,000.00 50,00,00,000.00 12-02-2016

32



Amount Outstanding

(`)

Date of Repayment


Short Term Deposit

50,00,00,000.00 50,00,00,000.00 10-05-2016


Short Term Deposit

50,00,00,000.00 50,00,00,000.00 18-07-2016


Short Term Deposit

30,00,00,000.00 30,00,00,000.00 04-08-2016


Short Term Deposit

10,00,00,000.00 10,00,00,000.00 02-12-2016

IL&FS Maritime Infrastructure Company Limited

Short Term Deposit

20,76,06,744.00 20,76,06,744.00 20-05-2016


Short Term Deposit

20,23,76,601.00 5,23,76,601.00 06-06-2016


Short Term Deposit

10,01,22,200.00 10,01,22,200.00 08-06-2016

Rapid Metrorail Gurgaon Limited Short Term Deposit

2,12,08,988.00 1,12,08,988.00 28-01-2016

Initium Productions Private limited

Short Term Deposit

25,00,000.00 5,00,000.00 18-08-2016

IL&FS Wind Farms Ltd Short Term Deposit

50,43,544.00 50,43,544.00 18-01-2016

ISSLCPG BPO Private Limited Short Term Deposit

32,83,758.00 32,83,758.00 15-01-2016

ISSLCPG BPO Private Limited Short Term Deposit

31,18,345.00 31,18,345.00 18-01-2016

Godrej Consumer Products Ltd Short Term Deposit

5,00,00,000.00 5,00,00,000.00 04-11-2016

IL&FS Paradip Refinery Water Ltd

Short Term Deposit

14,00,00,000.00 1,00,00,000.00 18-02-2016


Short Term Deposit

9,50,00,000.00 9,50,00,000.00 25-02-2016


Short Term Deposit

4,00,00,000.00 4,00,00,000.00 21-03-2016

IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 35,00,00,000.00 15,00,00,000.00 17-02-2017IL&FS Securities Service Ltd Term Deposit 10,00,00,000.00 10,00,00,000.00 16-11-2017IL&FS Securities Service Ltd Term Deposit 20,00,00,000.00 20,00,00,000.00 17-11-2017IL&FS Securities Service Ltd Term Deposit 20,00,00,000.00 20,00,00,000.00 20-11-2017IL&FS Securities Service Ltd Term Deposit 58,00,00,000.00 25,00,00,000.00 23-11-2017IL&FS Securities Service Ltd Term Deposit 60,00,00,000.00 60,00,00,000.00 04-12-2017IL&FS Securities Service Ltd Term Deposit 50,00,00,000.00 50,00,00,000.00 04-12-2017IL&FS Securities Service Ltd Term Deposit 60,00,00,000.00 20,00,00,000.00 04-12-2017

33



Amount Outstanding

(`)

Date of Repayment

IL&FS Securities Service Ltd Term Deposit 10,00,00,000.00 10,00,00,000.00 14-12-2017IL&FS Securities Service Ltd Term Deposit 12,00,00,000.00 5,00,00,000.00 15-12-2017IL&FS Securities Service Ltd Term Deposit 55,00,00,000.00 20,00,00,000.00 29-12-2017IL&FS Portfolio Management Services Ltd

Term Deposit 1,00,00,000.00 1,00,00,000.00 16-12-2016


Term Deposit 1,00,00,000.00 1,00,00,000.00 12-12-2016


Term Deposit 60,00,000.00 60,00,000.00 02-01-2017

Elitecore Technologies Pvt. Ltd. Term Deposit 1,00,00,000.00 1,00,00,000.00 17-06-2016ISSL Settlement & Transaction Services Limited

Term Deposit 9,00,00,000.00 1,50,00,000.00 22-02-2017


Term Deposit 11,44,24,112.00 11,44,24,112.00 20-03-2017


Term Deposit 4,00,00,000.00 4,00,00,000.00 20-11-2017


Term Deposit 2,00,00,000.00 2,00,00,000.00 20-11-2017


Term Deposit 4,00,00,000.00 4,00,00,000.00 27-11-2017


Term Deposit 2,00,00,000.00 2,00,00,000.00 07-12-2017


Term Deposit 7,00,00,000.00 4,00,00,000.00 25-12-2017


Term Deposit 11,00,00,000.00 11,00,00,000.00 28-12-2017

Unichem Laboratories Limited Term Deposit 10,00,00,000.00 10,00,00,000.00 25-10-2016Unichem Laboratories Limited Term Deposit 24,25,00,000.00 17,00,00,000.00 25-10-2016Unichem Laboratories Limited Term Deposit 8,00,00,000.00 8,00,00,000.00 28-10-2016Unichem Laboratories Limited Term Deposit 5,00,00,000.00 5,00,00,000.00 24-03-2017Sun Pharma Laboratories Limited Term Deposit 25,00,00,000.00 25,00,00,000.00 26-12-2016Sun Pharma Laboratories Limited Term Deposit 25,00,00,000.00 25,00,00,000.00 26-12-2016Sun Pharma Laboratories Limited Term Deposit 35,00,00,000.00 35,00,00,000.00 04-03-2016Sun Pharma Laboratories Limited Term Deposit 25,00,00,000.00 25,00,00,000.00 30-03-2018Pidilite Industries Limited Term Deposit 10,89,99,997.00 10,89,99,997.00 05-07-2016Brahmani River Pellets Limited Term Deposit 9,37,93,466.00 8,18,90,189.00 31-12-2016Alembic Limited Term Deposit 1,00,00,000.00 1,00,00,000.00 18-06-2018Godrej Consumer Products Ltd Term Deposit 5,00,00,000.00 5,00,00,000.00 26-12-2016Credit Suisse AG Short Term

Loan1,00,00,00,000.00

1,00,00,00,000.00

30-09-2016

34

(4) Details of Non Convertible Debentures (NCDs) as on December 31, 2015:

Sr No

Debenture Series

Tenor/ Period of Maturity

Coupon Amount (` in mn)

Date of Allotment

Redemption Date/ Schedule

Credit Rating Secured/ Unsecured

Security

(a) 2011 Series I 10 years 10.30% pa 2,000 December 28, 2011

December 28, 2021

“Fitch AAA(Ind)” by Fitch Ratings India Private Limited & “CARE AAA” by Credit Analysis and Research Limited

Unsecured Not Applicable

(b) 2011 Series II 10 years 10.30% pa 2,000 March 22, 2012

March 22, 2022



35

Sr No

Debenture Series



Date of Allotment



Security

(c) 2012 Series I 10 years 10.15% pa 2,000 June 29, 2012

June 29, 2022



(d) 2012 Series II 5 years 9.75% pa 1,000 August 13, 2012

August 13, 2017

“Fitch AAA(Ind)” by Fitch Ratings India Private Limited

Secured Pari Passu Charge on Common Pool of Assets of the Company

(e) 2012 Series III 5 years 9.75% pa 500 September 3, 2012

September 3, 2017

“Fitch AAA(Ind)” by Fitch Ratings India Private Limited


(f) 2012 Series IV 10 years 9.54% pa 500 September 28, 2012

September 28, 2022

“IND AAA” by India Ratings and Research Private Limited


36

Sr No

Debenture Series



Date of Allotment



Security

(g) 2012 Series V 10 years 9.55% pa 1,000 November 27, 2012

November 27, 2022

“CARE AAA” by Credit Analysis & Research Limited and “IND AAA” by India Ratings & Research Private Limited


(h) 2012 Series VI 5 years 9.60% pa 289 January 7, 2013

January 7, 2018



(i) 2012 Series VII

10 years 9.55% pa 1,000 February 28, 2013

February 28, 2023



37

Sr No

Debenture Series



Date of Allotment



Security

(j) 2013 Series I 3 years 10.65% pa 200 September 17, 2013

September 17, 2016

“IND AAA” by India Ratings & Research Private Limited


5 years 10.50% pa 1,750 September 17, 2013

September 17, 2018



(k) 2013 Series II 1805 days

10.50% p.a.

500 September 18, 2013

August 28, 2018



38

Sr No

Debenture Series



Date of Allotment



Security

(l) 2013 Series IV 3 years 10.50% p.a.

1,000 September 25, 2013

September 25, 2016



(m) 2013 Series V 3 years 10.50% p.a.

770 September 27, 2013

September 27, 2016



(n) 2013 Series VI 5 years 9.90% p.a. 1,075 January 28, 2014

January 28, 2019



(o) 2014 Series I 5 years & 10 years

9.50% 3000 July 03, 2014

July 03, 2019 & July 03, 2024



39

Sr No

Debenture Series



Date of Allotment



Security

(p) 2014 Series II 5 years 9.60 % 372.50 August 28, 2014

August 13, 2019



10 years 9.55% 60.00 August 28, 2014

August 13, 2024



40

Sr No

Debenture Series



Date of Allotment



Security

(q) 2014 Series III 2 years 9.60% 440.00 September 18, 2014

September 18, 2016

“IND AAA” by India Ratings & Research Limited


3 years 9.65% 460.00 September 18, 2014

September 18, 2017



5 years 9.65% 2000.00 September 18, 2014

September 18, 2019



(r) 2015 Series I 5 years 8.70% 1500.00 September 30, 2015

September 30, 2018



Total 23,416.50

41

(5) Details of Top 10 Debenture Holders as on December 31, 2015:

Sr No

Name of Debenture Holders Amount(`)

(1) Postal Life Insurance Fund A/c SBIFMPL 31,50,000(2) Postal Life Insurance Fund A/c UTI AMC 20,50,000(3) National Stock Exchange of India Limited 16,00,000(4) The Oriental Insurance Company Limited 11,50,000(5) Rural Postal Life Insurance Fund A/c SBIFMPL 11,00,000(6) General Insurance Corporation Of India 9,00,170(7) Birla Sun Life Trustee Company Private Limited A/c Birla Sun

Life Short Term Fund9,00,000

(8) NPS Trust- A/c UTI Retirement Solutions Pension Fund Scheme - Central Govt

7,90,600

(9) Rural Postal Life Insurance Fund A/C UTI AMC 6,00,000(10) National Insurance Company Limited 5,90,000

(6) Details of Corporate Guarantee issued by the Company as on December 31, 2015:(` Million)

Sr No

Name of the Counterparty Purpose Amt Issued

Amt Outstanding

(a) Power Grid Corp of India Ltd Performance Security

42.73 38.51

(b) Power Grid Corp of India Ltd Performance Security

2.85 2.85

(c) Power Grid Corp of India Ltd Performance Security

8.36 8.26

(d) Power Grid Corp of India Ltd Performance Security

0.56 0.56

(e) IDBI Trusteeship Services Ltd (Acting as debenture trustees) for - Andhra Pradesh Expressway Ltd

Financial Guarantee

300.00 300.00

(f) JM Financial Trustee Co Pvt Ltd Corporate Guarantee

235.00 234.70

Total 589.00 585.00

(7) Details of Commercial Paper as on December 31, 2015:

Maturity Date Amount Outstanding 29-Jan-16 1000.0029-Feb-16 1000.0029-Feb-16 500.0009-Mar-16 1,000.0010-Mar-16 1,000.0017-Mar-16 500.0006-May-16 135.0006-May-16 115.0009-May-16 250.0007-Jun-16 1,000.0002-Aug-16 1,000.0028-Sep-16 1,000.00 Total 8500.00

42

(8) Details of Rest of the Borrowings of the Company (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ) as on December 31, 2015

Party Name (in case of Facility) / Instrument Name

Type of Facility / Instrument

Amt Sanctioned / Issued

Principal Amt Outstanding

Repayment Date / Schedule

Credit Rating

Secured / Unsecured

Security

The Issuer has not issued any hybrid debt like Foreign Currency Convertible Bonds (“FCCBs), Optionally Convertible Bonds/ Debentures/ Preference Shares etc.

(9) Details of defaults and / or delay in payment of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company in the past 5 (Five) years

None

(10) Details of any outstanding borrowings taken / debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option

None

(11) Details of Promoter Holding in the Company as on December 31, 2015 :

Sr No

Name of the Shareholders

Total No of Equity Shares

No of Shares in Demat Form

Total Share-holding as % of total no of equity shares

No of Shares Pledged

% of Shares pledged with respect to shares owned

(1) Infrastructure Leasing & Financial Services Limited (IL&FS) along with its nominees

265,667,555 265,666,855 100 100

Total 265,667,555 265,666,855 100 100

43

(VII) ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION (PROFIT & LOSS ACCOUNT, BALANCE SHEET & CASH FLOW STATEMENT) FOR THE LAST THREE YEARS AND AUDITOR’S QUALIFICATIONS:

(a)BALANCE SHEET (` in mn) As at As at As at March 31, 2015 March 31, 2014 March 31, 2013EQUITIY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share Capital 2,656.68 2,656.68 2,656.68

Reserves and Surplus 17,655.7 16,796.12 15,854.84

20,312.38 19,452.80 18,511.52NON CURRENT LIABILITIES

Long- term Borrowings 67,171.27 62,590.22 62,947.50

Other Long- term Liabilities 88.02 129.34 240.33

Long- Term Provisions 4,762.81 4,190.21 3,547.28

7,2022.1 66,909.77 66,735.11CURRENT LIABILITIES

Short- term Borrowings 24,566.3 21,528.00 16,915.78

Trade Payable 178.88 189.04 125.37

Current Maturity of Long- term Borrowings 32,205.86 27,810.83 24,044.07

Other Current Liabilities 2,250.05 1,724.01 1,332.97

Short- term Provisions 2,748.83 3,242.50 2,965.03

61,949.92 54,494.38 45,383.22

TOTAL 15,4284.4 1,40,856.95 1,30,629.85

ASSETS NON CURRENT ASSETS

Fixed Assets (Net)

Tangible Assets 48.06 57.56 84.41

Intangible Assets 9.5 9.48 6.69

Deferred Tax Assets (net) 1,251.8 1,372.80 1,127.80

Non-Current Investments 32,722.64 28,759.25 25,841.81

Long -Term Loans and Advances 37,736.45 44,536.82 54,665.17

Other Non- Current Assets 1,429.68 973.1 625.58

73,198.13 75,709.01 82,351.46CURRENT ASSETS

Current Maturity of Non Current Investments 367.24 2,302.47 2,780.58

Current Maturity of Long- term Loans and Advances 25,322.77 28,313.25 21,813.31

Current Investments 4,349.6 4,459.03 3,010.65

Trade Receivables (net) 1,698.73 1,929.79 1,630.10

Cash and Cash Equivalents 18,678.26 5,476.31 1,950.11

Short- term Loans and Advances 28,889.09 20,369.68 15,913.94

Other Current Assets 1,780.58 2,297.41 1,179.70

81,086.27 65,147.94 48,278.39

TOTAL 15,4284.4 1,40,856.95 1,30,629.85

44

(b) STATEMENT OF PROFIT & LOSS:

(` in mn) Year ended Year ended Year ended

March 31, 2015 March 31,

2014March 31,

2013REVENUE Revenue from Operations 18,818.57 18,059.35 17,529.35Other Income 393.93 90.51 21.63

19,212.5 18,149.86 17,550.98EXPENSES

Finance Costs 12,160.08 11,554.66 11,188.30Employee Benefit Expenses 537.48 550.23 597.22Operating Expenses 845.02 876.15 750.99Depreciation and Amortisation 20.75 40.59 42Provisions and Contingencies 1,645.4 1577.45 469.36 15,208.73 14,599.08 13,047.87

PROFIT BEFORE TAX 4,003.77 3,550.78 4,503.11

TAX EXPENSES

Current Tax 1,387.00 1,145.00 1,563.00Adjustment for Earlier Years 2.07 - -193Deferred Tax 121 -245.00 -363

PROFIT FOR THE YEAR 2,493.7 2,650.78 3,496.11

EARNING PER SHARE

Basic and Diluted 9.39 9.98 13.16(Face value per share `10)

45

(c) CASH FLOW STATEMENT:

(` in mn)

(A) CASH FLOW FROM OPERATING ACTIVITIES

Year ended

March 31, 2015

March 31, 2014

March 31, 2013

PROFIT BEFORE TAX 4,003.77 3,550.78 4,503.11 Adjustments for: Depreciation and Amortisation 20.75 40.59 42 Provision, Contingencies and write-offs 1,645.40 1,577.45 469.36 Provisions for Employee Benefits (net) 17.48 -33.49 64.08

Dividend and Pass through Income on Long term Investment -345.19 -401.17 30

Profit on sale of Long Term Investments -10.89 -876.48 - (Gain)/ Loss on Sale of Assets -0.12 3.5 -254.76

Operating Profit before Working Capital Changes 5,331.20 3,861.18 -425.16

0.35 Adjustments for changes in: 4,428.98 Decrease/(Increase) in Current Investments 109.43 -1,448.38

Decrease/(Increase) in Long term and Short term Advances 170.28 -43.8

Decrease/(Increase) in Trade Receivables 62.94 -415.93 2,986.04 (Decrease)/Increase in Trade Payables -10.16 63.67 -89.24 Proceeds from Short Term Borrowings (net) 3,038.31 4,612.21 -659.42

Decrease/(Increase) in Other Current and Non-Current Assets 60.25 -1,465.23 -420.4

Increase in Other Current and Non-Current Liabilities 549.64 298.12 2,053.46

9,311.89 5,461.84 -438 256.59 Payment of Advance Tax (net of refund) -1,271.20 -1,255.69 8,118.01 8,040.69 4,206.15 -1,643.57 6,474.44 Loan Disbursed (Net) -3,296.75 -880.91 Credit Instruments (Net) 435.23 177.05 -18,187.20 1,683.94

NET CASH GENERATED FROM OPERATING ACTIVITIES A 5,179.17 3,502.29 -10,028.82

46

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Long Term Investments (including advance towards investments) :

Subsidiaries, Associates and Joint Ventures - -436.78 Others -575.23 -3,689.65 -441.04

Proceeds from Sale of Long term Investments -2,320.18

Subsidiaries, Associates and Joint Ventures 49.37 - Others 982.98 2,224.62 1,950.81

Dividend and Pass through Income on Long term Investment 345.19 401.17 132.74

Purchase of Fixed Assets including CWIP -10.94 -20.74 -54.21 Proceeds from Sale of Fixed Assets 0.19 0.72 0.1

NET CASH GENERATED FROM/ (USED) IN INVESTING ACTIVITIES B 791.56 -1,520.66 -731.78

(C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Long Term Borrowings 31,014.41 24,720.15 12,099.70 Repayment of Long Term Borrowings -28,070.83 -27,885.67 -5,298.03 Proceeds from issue of Debentures 6,332.50 6,575.00 4,000.00 Repayment of Debentures -300 - 2,500.00

Dividend paid on Equity (including Tax thereon) -1,709.50 -1,864.91 -1,698.21

Stamp Duty Paid from Securities Premium Account -35.36 -

11,603.46

NET CASH GENERATED FROM FINANCING ACTIVITIES C 7,231.22 1,544.57

(D) NET INCREASE IN CASH AND CASH EQUIVALENTS

(A+B+C)

13,201.95 3,526.20 842.86

Cash and cash equivalents at beginning of the Year 5,476.31 1,950.11 1,107.25

Cash and cash equivalents at the end of the Year 18,678.26 5,476.31 1,950.11

47

(d) AUDITOR’S QUALIFICATIONS:

For the year/half year ended Auditor’s QualificationsFY 2014-2015 NILFY 2013-2014 NILFY 2012-2013 NIL

(e) Abridged version of Latest Audited/Limited Review Half Yearly Standalone Information (like Profit & Loss statement and Balance Sheet) and auditors qualifications:

Please refer to point a & b above

(VIII) Material Event, Development or change at the time of issue:

The Issuer hereby confirms that there has been no material event, development or change having implications on the financials / credit quality of the Issuer (eg., any material regulatory proceedings against the Issuer / promoters of the Issuer, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue from the position as on the date of the last audited financial statements which may effect the Issue or the investor’s decision to invest / continue to invest in the debt securities of the Issuer

(IX) Debenture Trustee

Centbank Financial Services Limited Central Bank of India – MMO Building, 3rd Floor (East), 55 Mahatma Gandhi Road, Fort, Mumbai – 400001

Centbank Financial Services Limited provided its consent to act as the Debenture Trustee vide its letter Ref No CENTFIN:2016:C-140:721 dated January 08, 2016 for the holders of the Debentures issued under this Offer Document (hereinafter referred to as ‘Trustees’). A copy of the in-principle approval of the Debenture Trustee forms part of this Memorandum

The debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to the appointment of the Trustees by the Company. The Debenture-holders shall, without further act or deed, also be deemed to have already given their consent to and authorised the Trustees, or any of their Agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Trustees may in their absolute discretion deem necessary or required to be done in the interest of the Debenture-holders. All rights and remedies under the Debenture Trust Deed(s) shall vest in and be exercised by the Trustees without having it referred to the Debenture-holders

48

(X) Rating Rationale adopted By Credit Rating Agencies

“IND AAA” by India Ratings and Research Limited dated January 13, 2016

“CARE AAA” by Credit Research & Analysis Limited dated January 18, 2016

The Rating Rationale adopted by India Ratings and Research Limited and Credit Analysis and Research Limited is enclosed. Please refer Annexure IV to the Offer Document

The rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The ratings are based on established criteria and methodologies by the Rating agencies. The rating may be subject to revision or withdrawal at any time by the rating agency on the basis of new information

(XI) If the Security Is Backed By A Guarantee or Letter Of Comfort Or Any Other Document / Letter With Similar Intent

NA

(XII) Copy of consent letter from the Debenture Trustee:

Please refer to Annexure III

(XIII) Names of all the stock exchanges where the debt securities are proposed to be listed:

The Debentures to be issued under this Memorandum of the Company are proposed to be listed on the wholesale debt market segment of The Bombay Stock Exchange Ltd. (‘BSE’). BSE shall be the designated Stock Exchange for the aforesaid Debentures

(XIV) OTHER DETAILS:

(1) Debenture Redemption Reserve (DRR)

The Company is registered as a Systematically Important Non-Banking Financial Company with the Reserve Bank of India. In accordance with the provisions of the Companies Act, 2013 Non-Banking Finance Companies issuing Debentures on a private placement basis need not create any Debenture Redemption Reserve (DRR)

(2) Issue / Instrument Specific Regulations:

(a) Companies Act, 2013 read with relevant Rules under the Act(b) Securities and Exchange Board of India (Issue & Listing of Debt Securities)

Regulations, 2008 as amended from time to time(c) RBI Guidelines on Private Placement of Debentures by NBFCs

(3) Application Process:

The application process for the issue is as provided in Point XV of this Disclosure document

49

(XV) Terms and Conditions of the present issue of NCDs:

(1) General Terms of the Issue

The terms and conditions pertaining to the issue for private placement of Debentures aggregating upto ` 1,000 million on a Private Placement basis under 2016 Series I is at the sole discretion of the Company. Participation and subscription is subject to the completion of the application form and submission of relevant documents along with the subscription money

(2) Deemed Date of Allotment

The Subordinated debt in the nature of Unsecured redeemable non convertible debentures 2016 Series I issued under this Offer document will be allotted on January 27, 2016 The Company also reserves the right to change the Deemed Date of Allotment at its sole and absolute discretion without any notice

(3) Details of the Issue Size

The Company proposes to issue upto 5,00,000 Unsecured Redeemable Non-Convertible Debentures (Debentures/ NCDs) of the face value of ` 1,000/-each for cash, aggregating upto ` 500 million on a Private Placement basis under 2016 Series I

(4) Debt Securities Issued For Consideration Other Than Cash, At Premium Or At Discount, In Pursuance Of An Option

The Company has not issued any debt securities for consideration other than cash, at premium or at discount, in pursuance of an option

(5) Undertaking to use a Common Form of Transfer

The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The issuer undertakes that there will be common transfer form/ procedure for transfer of debentures

(6) Interest on the Coupon Bearing Debentures

(a) Interest Rate : Debentures shall carry interest at a fixed coupon rate from the corresponding deemed date of allotment

The interest shall be subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income tax Act, 1961, or any other statutory modification or re-enactment thereof, for which a certificate will be issued by the Company

(b) Computation of Interest : Interest for each of the interest periods shall be computed on an actual/actual days in a year basis on the principal outstanding on the Debentures at the coupon rate

(c) Payment of Interest : The interest will be payable to the beneficiaries as per the list of beneficiaries provided by the Depository which includes National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the record date

50

(7) Interest on Application Money

In case of interest on application money, interest at the applicable coupon rate/ implicit yield (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Company) will be paid on the application money. Such interest shall be paid from the date of realisation of the cheque(s)/ demand draft(s) up to but not including the deemed date of allotment. The respective interest payment instruments along with the letters of allotment/ refund orders, as the case may be, will be dispatched by registered post to the sole/ first applicant, at the sole risk of the applicant

(8) Tax Deduction at Source (TDS)

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption/lower rate of TDS, relevant certificate/ document must be lodged by the debenture holders at the office of the Company at least 30 days before the interest payment becoming due. Tax exemption certificate/ declaration of non-deduction of tax at source on interest on application money, should be submitted along with the application form

However, Investors may note that as per Finance Act, 2008, tax is not required to be deducted at source on interest payable on security issued by a company, where such security is in dematerialized form and is listed on a recognized Stock Exchange in India in accordance with the Securities Contract Regulation Act

(9) Redemption

The debentures issued under 2016 Series I are redeemable on January 27, 2026

(10) Transferability

The Debenture issued will be freely transferable and transmittable

(11) Payment on Redemption

Payment of the redemption amount of the Debentures will be made by the Company to the beneficiaries as per the beneficiary list provided by the Depository as on the record date

The Debentures shall be taken as discharged on payment of the redemption amount by the Company to the beneficiaries as per the beneficiary list. Such payment will be a legal discharge of the liability of the Company towards the Debenture Holders. On such payment being made, the Company will inform Depositories (NSDL/CDSL) and accordingly the account of the Debenture holders with NSDL/ CDSL will be adjusted

The Company's liability to the debenture holder in respect of all their rights including for payment or otherwise shall cease and stand extinguished after maturity in all events save and except the Debenture Holder’s right of redemption as stated above

On the Company dispatching the payment instrument towards payment of the redemption amount as specified above in respect of the Debentures, the liability of the Company shall stand extinguished

51

(12) Effect of Holidays

Should any of dates defined above or elsewhere in this Document, excepting the deemed date of allotment, fall on a Sunday or a holiday, then the following shall be applicable:

(a) In respect of coupon payment dates falling due on a Sunday or a holiday, the coupon payment shall be made on the next working day

(b) In respect of redemption / maturity date falling on a Sunday or a holiday, the redemption proceeds shall be paid along with the coupon payment on the previous working day

(13) Letter of Allotment and Debenture Certificate in Demat Mode

The Company will make allotment of Debentures to investors in due course after verification of the application forms, the accompanying documents and on realisation of the application money. The allotted Debentures will be credited in dematerialised form within two days of the date of allotment

(14) Right to Accept or Reject Applications

The Company is entitled at its sole and absolute discretion to accept or reject an application, in part or in full, without assigning any reason thereof. An application form, which is not complete in all respects, shall be liable to be rejected. Any application, which has been rejected, would be intimated by the Company along with a refund warrant

(15) Record Date

The record date for the payment of interest or the buyback amount or the maturity amount shall be 15 days prior to the date on which such amount is due and payable

(16) Right of Company to Purchase & Re-Issue Debentures

The Company will have the power exercisable at its absolute discretion from time to time to purchase some or all of the Debentures held by the Debenture holder at any time prior to the specified date(s) of redemption. Such buy-back of Debentures may be at par or at premium/discount to the par value at the sole discretion of the Company. In the event of the Debentures being so purchased and/or redeemed before maturity in any circumstances whatsoever, the Company shall have the right to re-issue the Debentures under Section 71 of the Companies Act, 2013

52

(17) Future Borrowings

The Company shall be entitled, from time to time, to make further issue of Debentures and or such other instruments to the public, members of the Company and/or avail of further financial and/or guarantee facilities from financial institutions, banks and/or any other person(s) on the security or otherwise of its properties without the consent of Debenture holders

(18) Rights of Debenture Holders

The Debenture holder will not be entitled to any rights and privileges of Shareholders other than those available to them under applicable statutory provisions

The Debentures shall not confer upon the Debenture holder the right to receive notice, or to attend and vote at the general meetings of Shareholders of the Company

(19) Debentures in Dematerialised Form

The Company has made provisions with National Securities Depository Limited (NSDL) and Central Depository Services Ltd (CDSL) to issue the Debentures in dematerialised form to all successful applicants. All provisions relating to issue, allotment, transfer, transmission, etc. in respect of dematerialisation and rematerialisation of the Debentures will be as prescribed under the Depositories Act, 1996 and the rules enacted by the Depositories ie., by NSDL/CDSL would be applicable to these Debentures

(20) Modification of Rights

The Debenture holders’ rights, privileges, terms and conditions attached to the Debentures under any series may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures under the series who hold at least three-fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders under the series, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures which are not acceptable to the Company

(21) Notices

The notices to the Debenture holders required to be given by the Company or the Trustees shall be deemed to have been given if sent by ordinary post or through Courier services to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. The Company also reserves the right to send such notices in electronic form to the mail addresses registered with the Depositories ie, NSDL and CDSL. All notices to be given by Debenture holders shall be sent by registered post or through electronic mail or by hand delivery to the Company at its Registered Office

(22) How to Apply

Applications for the Debentures must be in the prescribed form, and must be completed in block letters in English

53

(23) KYC Compliance

The applications that do not conform to the KYC Norms issued by Reserve Bank of India are liable for rejection. The documents required to be produced by each category of investor is provided below and also forms part of application form

Following KYC documents to be submitted along with the duly filled in application form:

CORPORATE BODIES / COMPANIES

Certified true copies of:

Certificate of Incorporation and Memorandum & Articles of Association Resolution of the Board of Directors to open an account and identification of those

who have authority to operate the account Identification of authorized signatories should be based on photographs and

signature cards duly attested by the company Copy of PAN allotment letter / Copy of PAN Card Power of Attorney granted to its Managers, Officers or Employees to transact

business on its behalf List of Promoters / Controlling individuals (for unlisted Cos) List of Shareholders (for Private Limited Cos) List of Directors (for unlisted Cos)

RETIRAL FUNDS


Trust Deed Resolution of the Board of Directors to open an account and identification of those

who have authority to operate the account Identification of authorized signatories should be based on photographs and

signature cards duly attested by the company Power of Attorney granted to its Managers, Officers or Employees to transact

business on its behalf Income tax Recognition Certificate & Copy of EPFO Recognition Certificates for

PF trusts Copy of PAN Allotment Letter / Copy of Pan Card

FIs/ PFIs


GOI Notification / Certificate of Incorporation / Memorandum & Articles of Association

Resolution of the Board of Directors to open an account and identification of those who have authority to operate the account

Identification of authorized signatories should be based on photographs and signature cards duly attested by the company

Copy of the Telephone Bill (not more than two months old) Power of Attorney granted to its Managers, Officers or Employees to transact

business on its behalf Copy of PAN Allotment Letter / Copy of Pan Card

54

ANY OTHER INVESTOR PERMITTED TO INVEST IN DEBENTURES OF INDIA CORPORATE BODY

KYC compliance required to be done for this category based on the class of investor

(24) Who Can Apply

Only the Eligible Investors who are specifically addressed through a communication directly are eligible to apply for the Debentures. No other person may apply

“Eligible Investors”, inter-alia, includes to the following category of investors who may invest in the Debentures proposed to be issued hereunder:

(a) Public Financial Institutions (as defined under the Companies Act); (b) Non Banking Financial Companies(c) Commercial Banks (d) Companies; (e) Foreign Institutional Investors including any sub-account thereof registered with

SEBI under the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time.;

(f) Mutual Funds(g) Insurance Companies (h) Retiral Funds and(i) Any other investors permitted to invest in Debentures of Indian Body Corporate

The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full, without assigning any reason thereof. An application form, which is not complete in all respects, shall be liable to be rejected. Any application, which has been rejected, would be intimated by the Company along with a refund warrant

(25) Succession

In the event of demise of the Debenture holder, the Company will recognize the executor or administrator of the deceased Debenture holder, or the holder of succession certificate or other legal representative as having title to the Debentures. The Company shall not be bound to recognize such executor, administrator or holder of the succession certificate or other legal representative as having title to the Debentures, unless such executor or administrator obtains probate of letter or administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a competent Court in India having jurisdiction over the matter. The Directors of the Company may, in their absolute discretion, where they think fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognise such holder as being entitled to the Debentures standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity

(26) Option to issue further Debentures

The Company reserves the option to issue and allot Debentures of the Company other than stated in this Document

55

(27) Undertaking by the Company

The Company hereby undertakes that:

(a) the complaints received in respect of the Issue shall be attended to expeditiously and satisfactorily

(b) that all steps for completion of the necessary formalities for listing and commencement of trading at the stock exchange where the securities are to be listed will be taken within a reasonable time on finalisation of date of allotment

(c) that the Company shall disclose the complete name and address of the Debenture Trustee in its Annual Report

(d) that the Company shall provide a compliance certificate to the Debenture Trustees (on yearly basis) in respect of compliance with the terms and conditions of issue of Debentures as contained in this Document

(e) that necessary cooperation with the credit rating agency (ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

(28) Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously, the Issuer endeavours to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue may be addressed to e-mail: [email protected] giving full details such as: Name, Address, Contact Number of the investor; ISIN No. / Folio No, Series of NCDs, date of investment; Investors may also address their grievances to the Compliance Officer at the Registered Office address of the Issuer

The Issuer has registered with SCORES a grievance redressal platform set up by SEBI

(29) Discount on the Offer Price

The debentures are issued for cash at par and not at discount to offer price

(30) Servicing Behaviour of the existing Debts

The Company is discharging all its liabilities in time and would continue doing so in future as well. The Company has been paying regular interest and principal amount on redemption

56

(XVI) ISSUE DETAILS:

(A) Summary Term Sheet:

Security Name IL&FS Financial Services Limited, 8.90% Unsecured Redeemable Non – Convertible Debentures,2026

Issuer IL&FS Financial Services Limited (IFIN)Type of Instrument Unsecured Redeemable Non-Convertible Debentures (NCDs) Nature of Instrument UnsecuredSeniority SubordinatedMode of Issue Private PlacementEligible Investors As provided under the heading “Who can Apply” in the Private

Placement Offer Letter

Listing The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the Bombay Stock Exchange Limited (BSE) within 20 days from deemed date of allotment or as may be prescribed by SEBI from time to time In case of delay in listing of the aforesaid Debentures beyond 20 days, the Company will pay penal interest of 1% p.a. over the Coupon rate from the expiry of 30 days from the Deemed date of allotment till the listing of the Debentures

SEBI vide its circular CIR/IMD/FIIC/18/2010 dated November 26, 2010 and RBI vide its circular No. 89 dated March 1, 2012 had decided that a SEBI registered FIIs/sub-accounts of FIIs can now invest in primary issues of non-convertible debentures (NCDs)/bonds only if listing of such NCDs/bonds is committed to be done within 15 days of issue. In case the NCDs/bonds issued to the SEBI registered FIIs/sub-accounts of FIIs are not listed within 15 days of issuance to the SEBI registered FIIs/sub-accounts of FIIs, for any reason, then the FII/sub-account of FII shall immediately dispose of these NCDs/bonds either by way of sale to a third party or to the Issuer

In case the Debentures are not listed within 15 days of issuance to the SEBI registered FIIs / sub-accounts of FIIs, for any reason, the Issuer shall on the next Business Day on expiry of the Listing Period redeem / buyback the Debentures from the FIIs/sub-accounts of FIIs in accordance with Clause XVI(13) of this Document

Rating of the Instrument “IND AAA” by India Ratings & Research Private Limited and “CARE AAA” by Credit Analysis & Research Ltd

Issue Size Upto 5,00,000 NCDs of ` 1,000 each aggregating upto ` 500 million

57

Option to Retain Oversubscription (Amount)

NIL

Objects of the Issue To augment the long-term resource requirement of the Company for its business activities including refinancing of the existing debt

Details of the utilization of the Proceeds

The issue proceeds shall be utilized in accordance with the Objects of the Issue

Coupon rate 8.90% p.a payable annually

Step Up/ Step Down Coupon Rate

None

Coupon Payment Frequency

Annually

Coupon Payment Dates On January 27, every yearCoupon Type FixedCoupon Reset Process Not ApplicableDay Count Basis Actual / ActualInterest on application Money

Payable at the coupon rate from the date of credit to IFIN’s account till one day prior to the date of allotment, if applicable

Default Interest Rate On occurrence of any Event of Default including default in payment of interest and / or principal redemption on the due dates, additional interest of 2% p.a. over the coupon rate will be payable by the Company for the defaulting period

Tenor 10 years from the deemed date of allotmentRedemption Date Bullet redemption at par , at the end of 10 Years from the

deemed date of allotmentRedemption Amount The NCDs will be redeemed at par on the date of redemption

along with the accrued interest thereonRedemption Premium / Discount

None

Issue Price The NCDs are issued at parCash Flow Pursuant to SEBI Circular No CIR/IMD/DF/18/2013 dated

October 29, 2013, the illustration of cash flow for the said Debenture issue is enclosed as “Annexure A” to this summary term sheet

Discount at which security is issued and the effective yield as a result of such discount

Not Applicable

Put Option Date NonePut Option Price Not Applicable

58

Call Option Date NoneCall Option Price Not ApplicablePut Notification Time Not ApplicableCall Notification Time Not ApplicableFace value of each Debenture

` 1,000/- (Rupees One Thousand) per Debenture

Minimum Application per Investor

10,000 NCDs ie Rs 10,000,000/- and in multiples of 10,000 NCDs ie Rs 10,000,000 thereafter

Issue TimingIssue Opening DateIssue Closing DatePay-in DateDeemed Date of Allotment

January 27, 2016January 27, 2016January 27, 2016January 27, 2016January 27, 2016

Issuance Mode of the Instrument

In dematerialised form only

Trading Mode of the instrument

The Debentures will be traded in dematerialised form in the market lot of ` 1 lakh or as may be notified by the Stock Exchange from time to time, in the anonymous, order driven system of the stock exchanges in a separate trading segment

Settlement Mode of the instrument

Settlement by way of RTGS/ Fund Transfer

Depository/ies National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL)

Business Day Convention

Should any of dates defined above or elsewhere in this Document, excepting the deemed date of allotment, fall on a Sunday or a holiday, then the following shall be applicable:

(a) In respect of coupon payment dates falling due on a Sunday or a holiday, the coupon payment shall be made on the next working day

(b) In respect of redemption / maturity date falling on a Sunday or a holiday, the redemption proceeds shall be paid along with the coupon payment on the previous working day

Record Date The record date for the payment of interest or the buyback amount or the maturity amount shall be 15 days prior to the date on which such amount is due and payable

Security Not applicable

59

Transaction Documents (a) Debenture Trustee Agreement between the Company and Centbank Financial Services Limited

(b) In principle consent letter Ref No CENTFIN:2016:C-140:24 dated January 08, 2016 received from Centbank Financial Services Limited, Debenture Trustee

(c) Rating letter dated January 13, 2016 and January 18, 2016, received from India Ratings and Research Limited and Credit Analysis & Research Limited

Conditions Precedent to Disbursement

Not Applicable

Conditions Subsequent to Disbursement

Not Applicable

Events of Default There have been no events of default till date

Provisions related to Cross Default

Not Applicable

Role and Responsibilities of Debenture Trustee

The Trustees will exercise all and such powers as may in their absolute discretion deem necessary or required to be done to protect the interest of the Debenture-holders. All rights and remedies under the Debenture Trust Deed(s) and/or any other security documents shall vest in and be exercised by the Trustees without having it referred to the debenture holders

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing Indian laws. Any dispute arising thereof will be subject to the exclusive jurisdiction of the courts in the city of Mumbai

60

Annexure A of Summary Term Sheet

Name of the Company IL&FS Financial Services Limited

Face Value (per Debenture) ` 1,000/-

Issue Date January 27, 2016

Date of Allotment January 27, 2016

Redemption Bullet redemption at par, at the end of 10 Years from the deemed date of allotment

Coupon Rate 8.90% p.a payable annually

Frequency of the Interest payment with Specified dates

Interest payment will be made Annually on 27th January

Day Count Convention Actual by Actual

For 10 years

Cash Flows Day & Date No of days in Coupon period Amount per NCD (`)

Coupon Payment 1st Coupon 27th January 2017 - Friday 89.002nd Coupon 29th January 2018 - Monday 89.493rd Coupon 28th January 2019 - Monday 88.764th Coupon 27th January 2020 - Monday 88.765th Coupon 27th January 2021 - Wednesday 89.006th Coupon 27th January 2022 - Thursday 89.007th Coupon 27th January 2023 - Friday 89.008th Coupon 29th January 2024 - Monday 89.499th Coupon 27th January 2025 - Monday 88.5110th Coupon 27th January 2026 - Tuesday 89.00

Principal 27th January 2026 - Tuesday 1,000.00

Note: Payment dates are subject to change as per holidays declared in that particular year. Payment convention to be followed as per SEBI Circular CIR/IMD / DF/18/2013 dated October 29, 2013

61

FORM NO PAS-4PRIVATE PLACEMENT OFFER LETTER

[Pursuant to section 42 of the Companies Act 2013 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

The Private Placement Offer Letter shall contain the following:

(I) GENERAL INFORMATION

(a) Name, address, website and other contact details of the company indicating both registered office and corporate office:

Name of the Issuer IL&FS Financial Services Limited

Registered and Corporate Office of the Issuer

The IL&FS Financial Centre, Plot No. C -22, G Block,Bandra-Kurla Complex, Bandra East, Mumbai 400 051Tel : 022-2659 3560 Fax : 022-2653 3149website : www.ilfsifin.come-mail : [email protected] : U65990MH1995PLC093241

(b) Date of incorporation of the company: September 29, 1995

(c) Business carried on by the company and its subsidiaries with the details of branches or units, if any: Pl refer to Pg 10 and Annexure II

(d) Brief particulars of the management of the company: Pl refer to Pg 17 to 21

(e) Names, addresses, DIN and occupations of the directors: Pl refer to Pg 17 to 21

(f) Management’s perception of risk factors:- Pl refer to Pg 6

(g) Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of – (i) statutory dues; (ii) debentures and interest thereon; NIL(iii) deposits and interest thereon; (iv) loan from any bank or financial institution and interest thereon

(i) Names, designation, address and phone number, email ID of the nodal/ compliance officer of the company, if any, for the private placement offer process:

Compliance Officer Ms Neelam DesaiCompany SecretaryThe IL&FS Financial Centre,Plot No C – 22, G Block,Bandra Kurla Complex,Bandra (East), Mumbai – 400051Tel No: 022 26593783 Fax No: 0222659 3149E-mail id: [email protected]

62


(II) PARTICULARS OF THE OFFER :

(a) Date of passing of board resolution: November 04, 2015

(b) Date of passing of resolution in the general meeting, authorizing the offer of securities: June 29, 2015

(c) Kinds of securities offered (i.e. whether share or debenture) and class of security: Unsecured, Redeemable, Non-Convertible, Debentures

(c) Price at which the security is being offered including the premium, if any, along with justification of the price: Pl refer to the Summary Term Sheet on Pg no 55 to 58

(e) Name and address of the valuer who performed valuation of the security offered:- NA

(f) Amount which the company intends to raise by way of securities: Pl refer to the Summary Term Sheet on Pg no 55 to 58

(g) Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment: Pl refer to the Summary Term Sheet on Pg no 55 to 58

(h) Proposed time schedule for which the offer letter is valid: Pl refer to the Summary Term Sheet on Pg no 55 to 58

(i) Purposes and objects of the offer: Pl refer to the Summary Term Sheet on Pg no 55 to 58

(j) Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects: NIL

(k) Principle terms of assets charged as security, if applicable: NA

(III) DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC

(a) Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons: NIL

(b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed: NIL

(c) Remuneration of directors (during the current year and last three financial years):

Financial Year (` in million)2015 – 16 (upto Dec 31, 2015) 98.672014 – 15 125.942013 – 14 141.992012 – 13 113.30

63

(d) Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided:

(i) For FY 2014 – 15

Nature of Transactions Holding Company

Subsidiaries

Fellow Subsidiarie

s

Enterprises over

which IFIN has control

Joint Venture

Key Managem

ent Personnel

Year ended March 31,

2015

Income Interest - - 2,179.06 - - - 2,179.06 Investment Income - - 121.93 22.21 45.44 - 189.58Fee and Other Income 0.24 47.33 1,117.41 - - - 1,164.98 ExpenditureInterest and Finance Charges 23.88 1.40 431.32 - - - 456.60 Other Operating Expenses 294.75 (21.51) 229.75. - - 4.69 507.68KMP Remuneration - - - - - 142.48 142.48 Balances as at end of the Year

Assets Non-Current AssetsLong-term Loans & Advances - 0.50 6,321.74 - - - 6,322.24 Current AssetsCurrent Maturity of Long-term Loans & Advances

- - 4,357.14 - - - 4,357.14

Trade Receivables - 43.66 922.10 - - - 965.76 Short-term Loans & Advances 35.81 0.89 4,141.74 0.01 - 2.01 4,180.46 Other Current Assets - - 249.59 - - - 249.59 LiabilitiesNon-Current LiabilitiesLong-term Borrowings - - 2,505.60 - - - 2,505.60 Current LiabilitiesShort-term Borrowings - - 2,841.82 - - - 2,841.82 Trade Payables 4.51 0.22 113.15 - - - 117.88 Other Current Liabilities 2.02 - 119.32 - - - 121.33

Off Balance Sheet Items Guarantees Given - - 334.63 - - - 334.63Transactions during the Year ended March 31, 2015Brokerage Paid - 3.16 - - - - 3.16Subscription to Shares/Units - - 134.77 - - - 134.77Redemption of Shares/units - - 535.46 49.37 - - 584.83Long Term/ Short Term Loans Given (Assets)

- - 12,550.70 - - - 12,550.70

Long Term/ Short Term Loans repaid (Assets)

- - 11,557.23 - - - 11,557.23

Long Term/ Short Term Borrowing Taken (Liabilities)

31,640.00 75.10 40,857.30 - - - 72,572.40

Repayment of Long Term / Short term Borrowing (Liabilities)

31,640.00 75.10 37,441.74 - - - 69,156.85

Dividend Paid 1,461.17 - - - - - 1,461.17

64

(ii) For FY 2013 – 14


Subsidi-aries

Fellow Subsidiaries

Enterprises over which IFIN has control

Joint Venture

Key Managem

ent Personnel

Year ended

March 31, 2014

Income Interest - - 1,046.45 - - - 1,046.45Investment Income - - 66.14 4.86 36.85 - 107.85Fee and Other Income 0.02 6.73 911.03 - - - 917.78 ExpenditureInterest and Finance Charges 55.75 - 393.44 - - - 449.19Other Operating Expenses 296.89 84.81 192.52 - - - 574.22KMP Remuneration - - - - - 141.99 141.99 Balances as at end of the Year

Assets Non-Current AssetsLong-term Loans & Advances - - 4,065.77 - - - 4065.77Current AssetsCurrent Maturity of Long-term Loans & Advances

- - 3,934.79 - - - 3934.79

Trade Receivables 2.09 7.01 836.92 - - - 846.02Short-term Loans & Advances - 21.88 3,412.62¹ - - - 3,434.50Other Current Assets - 47.61 746.93 - - - 794.54 LiabilitiesNon-Current LiabilitiesLong-term Borrowings - - 5.60 - - - 5.60Current LiabilitiesCurrent Maturities of Long-term Borrowings

- - 290.00 - - - 290.00

Short-term Borrowings - - 1,636.27 - - - 1,636.27Trade Payables 6.11 86.54 23.13 - - - 115.78Other Current Liabilities 1.73 - 74.26 - - - 75.99

Off Balance Sheet Items Guarantees Given - - 343.40 - - - 343.40Transactions during the Year ended March 31, 2014 Subscription to Shares/Units - 211.58 2,044.20 - - - 2,255.78Redemption of Shares/units - - 140.08 - - - 140.08Purchase of Investments 1,186.64 - - - - - 1,186.64Long Term/ Short Term Loans Given (Assets)

- - 11,658.20 - - - 11,658.20

Long Term/ Short Term Loans repaid (Assets)

- - 5,602.90 - - - 5,602.90

Long Term/ Short Term Borrowing Taken (Liabilities)

42,481.30 - 27,757.37 - - - 70,238.67

Long Term / Short term Borrowing repaid (Liabilities)

42,984.00 - 27,157.92 - - - 70,141.92

Dividend Paid 1,594.01 - - - - - 1,594.01

65

(iii) For FY 2012 – 13


Subsidia-ries

Fellow Subsidi--

aries

Enterprises over which IFIN has control

Joint Venture

Key Manage-

ment Personnel

Year ended March 31,

2013

Income Interest - - 443.84 - - - 443.84 Investment Income - - 111.75 21.08 - - 132.83 Dividend - - 9.76 - 61.30 - 71.07 Fee and Other Income - - 782.98 - - - 782.98 Expenditure Interest and Finance Charges 339.22 - 411.68 - - - 750.90 Operating Expenses 264.14 23.54 156.01 - - - 443.68 Directors’ Remuneration - - - - - 113.14 113.14 Balances as at end of the yearAssets Non-Current AssetsLong-term Loans & Advances - - 4030.87 - - - 4030.87 Current AssetsCurrent Maturity of Long-term Loans & Advances

- - 9.81 - - - 9.81

Trade Receivables - 5.19 562.87 - - - 568.06 Short-term Loans & Advances 0.07 4.56 1321.40¹ - - - 1326.03 Other Current Assets - - 3.77 - - - 3.77 Liabilities Non-Current LiabilitiesLong-term Borrowings - - 105.00 - - - 105.00 Current LiabilitiesShort-term Borrowings 502.70 - 322.50 - - - 825.20 Trade Payables 3.41 0.37 12.65 - - - 16.43 Current Maturities of Long-term Borrowings

- - 904.90 - - - 904.90

Other Current Liabilities 8.36 - 131.85 - - - 140.21

Off Balance Sheet ItemsGuarantees Given - - 411.24 - - - 411.24 Transactions during the Year ended March 31, 2013

Subscription to Shares/Units - 264.98 63.00 176.06 - - 504.04 Redemption of Shares/units - - 51.43 15.82 - - 67.25 Sale of Investments - - 1.00 - - - 1.00Purchase of Loans 4,140.00 - - - - - 4,140.00 Loans Given - - 4,322.08 - - - 4,322.08 Loans repaid - - 1,526.00 - - - 1,526.00 Advances Given and Repaid - - 660.00 - - - 660.00 Borrowing Taken 103,444.60 - 15,807.97 - - - 119,252.57 Repayment of Borrowing 103,056.33 - 19,300.47 - - - 122,356.79 Dividend Paid 1,461.17 - - - - - 1,461.17

66

(e) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark: NIL

(f) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries: NIL

(g) Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company NIL

(IV) FINANCIAL POSITION OF THE COMPANY

(1) The capital structure of the company is the following manner in a tabular form- (a) the authorised, issued, subscribed and paid up capital (number of securities,

description and aggregate nominal value): Pl refer to Pg 15

(b) Size of the present offer: Pl refer to the Summary Term Sheet on Pg no 55 to 58

(c) Paid up capital: - after the offer: NA- after conversion of convertible instruments: N.A. - share premium account (before and after the offer): NA

(d) the details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration. Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case:- Pl refer to Pg 15

(e) Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter:

Profit before provision for tax amount in `

FY 2015 – 4,003.77 millionFY 2014 – 3,550.78 millionFY 2013 – 4,503.11 million

Profit after provision for tax amount in `

FY 2015 – 2,493.69 millionFY 2014 – 2,650.79 millionFY 2013 – 3,496.11 million

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(f) Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid):

For the financial year

H1 FY 2016 FY 2014- 15 FY 2013- 14 FY 2012- 13Audited Audited Audited Audited

Dividend declared on equity shares

-- 50% 55% 60%

Interest coverage Ratio (Cash profit after tax plus interest paid/interest paid) (times)

1.31 1.34 1.37 1.36

(g) A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter: Pls refer Page 14

(h) Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter: Please refer page 44 to 45

(i) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company - There have been only one change i.e in FY 2015 wrt Depreciation Policy and effect of the same is disclosed in Notes to Accounts

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(V) DECLARATION BY DIRECTORS:

We, on behalf of the Company, hereby declare that:

(a) the Company has complied with the provisions of the Companies Act 2013 (“the Act”) and the rules made thereunder;

(b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;

(c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter

Pursuant to resolution dated November 04, 2015 passed by the Board of Directors of the Company we are authorised to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form

For IL&FS Financial Services Limited

Neelam Desai Deepak PareekCompany Secretary Chief Financial Officer

Date: January 25, 2016

Place: Mumbai

Attachments:

(1) Copy of Board Resolution

(2) Copy of shareholders Resolution

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Annexure – I

Authorisation to issue Information Memorandum

Pursuant to the Resolution approved by the Board of Directors of the Company at its Meeting held on November 04, 2015, the following Authorised Signatories of the Company are authorised jointly / severally to issue the Information Memorandum

Mr Ramesh C Bawa - Managing Director & CEOMr Arun K Saha - DirectorMr Vibhav Kapoor - DirectorMr Milind Patel - Joint Managing DirectorMr Rajesh Kotian - Deputy Managing DirectorMr Asesh Dutta - Chief Operating OfficerMr Deepak Pareek - Chief Financial Officer Ms Neelam Desai - Company SecretaryMs Damini Marwah - Senior Vice PresidentMr Rakesh Gupte - Vice PresidentMr Ravi Sikeriya - Vice PresidentMr Rahul Malik - Vice PresidentMr Ravi Kyal - Assistant Vice PresidentMr Amol Baxi - Assistant Vice PresidentMr Manoj Jindal - Assistant Vice PresidentMr Nitesh Jain - Assistant Vice PresidentMr Sujoy Das - Authorised SignatoryMr M M Wagle - Authorised SignatoryMr Ramgopal Kundurthi- Authorised SignatoryMr Avinash Bagul - Authorised SignatoryMr KV Sawant - Authorised SignatoryMr S Srinivas - Authorised SignatoryMr Sushil Khandelwal - Authorised SignatoryMr Peter Vaz - Authorised SignatoryMr Pankaj Rathi - Authorised SignatoryMr Mahesh Matta - Authorised SignatoryMr Sanjeev Sharma - Authorised Signatory

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Annexure – II

List of subsidiaries of IFIN and their business activities

Sr No Name of the Company Business Activities

(1) IL&FS Capital Advisors Limited Equity Capital Market Services

(2) IL&FS Broking Services Limited Stock Broking Services

(3) IL&FS AMC Trustee Limited Trusteeship activities

(4) IL&FS Infra Asset Management Limited Asset manager of the IL&FSInfrastructure Debt Fund (IL&FS IDF)

(5) IL&FS Global Financial Services Pte Ltd Distribution and Advisory business activities

(6) IL&FS Global Financial Services (UK) Limited Advising and Arranging Deals in investments

(7) IL&FS Global Financial Services (ME) Limited Arranging credit or deals in investments and advising on financial products

(8) IL&FS Global Financial Services (HK) Limited Dealing in securities and Advising on securities

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