Draft Prospectus - India Infoline Finance Limited

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India Infoline Investment Services Limited Term Unconsolidated Financial Statements Share Subscription Agreement Statutory Auditors / Auditors Subsidiaries “We”, “us” and “our” Description and the related statement of reformatted unconsolidated profit and loss account of our Company and the related statement of reformatted unconsolidated cash flow of our Company as at and for the Financial Years ending March 31, 2007, 2008, 2009, 2010 and 2011, extracted from the audited unconsolidated financial statements as at and for the Financial Years ended March 31, 2007, March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 and the schedules and notes thereto, as examined by our Company’s Statutory Auditors, Sharp & Tannan Associates Share Subscription Agreement dated January 18, 2008 entered into with Bennett, Coleman & Company Limited, IIFL (our Promoter) and our Company Our statutory auditors being Sharp & Tannan Associates Subsidiaries of our Company namely Moneyline Credit Limited, India Infoline Housing Finance Limited and India Infoline Distribution Company Limited Our Company and/or its Subsidiaries, unless the context otherwise requires Issue Related Terms Term Allotment / Allotted Allottee Application Form Bankers to the Issue / Escrow Collection Banks Base Issue Basis of Allotment CARE Debentures / NCDs Debenture Holder (s) / NCD Holder(s) Debt Listing Agreement Deemed Date of Allotment Demographic Details Depositories Act Depository(ies) Description Unless the context otherwise requires, the allotment of the NCDs pursuant to the Issue to the Allottees The successful applicant to whom the NCDs are being / have been Allotted The form used by an applicant to apply for NCDs being issued through the Prospectus The bank(s) with whom Escrow Accounts will be opened as specified this Draft Prospectus Public Issue of NCDs by our Company aggregating upto ` 3,750 million The basis on which NCDs will be allotted to applicants under the Issue and which is described in “Issue Procedure – Basis of Allotment” on page 210 of this Draft Prospectus. Credit Analysis and Research Limited Secured, Redeemable, Non-Convertible Debentures of face value ` 1,000 offered through this Draft Prospectus aggregating upto ` 3,750 million with an option to retain oversubscription upto ` 3,750 million for issuance of additional NCDs aggregating to a total of upto ` 7,500 million The holders of the NCDs The listing agreement to be entered into between our Company and the relevant stock exchange(s) in connection with the listing of debt securities of our Company The date of issue of the Allotment Advice Details of the investor such as address, bank account details for printing on refund orders and occupation, which are based on the details provided by the Applicant in the Application Form The Depositories Act, 1996, as amended from time to time National Securities Depository Limited (NSDL) and /or Central Depository Services (India) Limited (CDSL) DP / Depository Participant A depository participant as defined under the Depositories Act Designated Stock Exchange National Stock Exchange of India Limited Draft Prospectus / Draft Offer Document Escrow Agreement This draft prospectus dated July 19, 2011 filed with the Designated Stock Exchange for receiving public comments in accordance with the provisions of the Act and the Debt Regulations Agreement dated [•] entered into amongst our Company, the Registrar, the Escrow ii
India Infoline Investment Services Limited Term Escrow Account Institutional Portion ICRA Investor Issue Issue Opening Date Issue Closing Date Lead Managers Market Lot Non-Institutional Portion Options Prospectus / Offer Document Registrar to the Issue SEBI Debt Regulations Stock Exchange(s) Description Collection Bank(s) and the Lead Managers for collection of the application amounts and for remitting refunds, if any, of the amounts collected, to the applicants on the terms and conditions contained thereof Accounts opened in connection with the Issue with the Escrow Collection Banks and in whose favour the applicant will issue cheques or bank drafts in respect of the application amount while submitting the application Portion of applications received from Category I of persons eligible to apply for the issue which includes Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorised to invest in the NCDs, Provident Funds, Pension Funds, Superannuation Funds and Gratuity Funds, which are authorised to invest in the NCDs, Venture Capital funds registered with SEBI, Insurance Companies registered with the IRDA, National Investment Fund; and Mutual Funds ICRA Limited Any prospective investor who is eligible to participate in this Issue and makes an Application pursuant to the Prospectus and the Application Form. For more information on eligibility of the prospective investor please refer to the chapter titled “Issue Procedure” on page 202 Public Issue by our Company of NCDs aggregating upto ` 3,750 million with an option to retain oversubscription upto ` 3,750 million for issuance of additional NCDs aggregating to a total of upto ` 7,500 million. [•] [•], 2011, or such earlier date that the Board of Directors/ authorized Committee of the Board of Directors of our Company decide, as the case may be, and communicated to the prospective investors and the Stock Exchanges through notice of such early closure given on such early date of closure through advertisement/s in a leading national daily newspaper Axis Bank Limited, JM Financial Consultants Private Limited and A.K. Capital Services Limited One NCD Category II of persons eligible to apply for the issue which includes Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorised to invest in NCDs, Public/Private Charitable/Religious Trusts which are authorised to invest in the NCDs, Scientific and/or Industrial Research Organisations, which are authorised to invest in the NCDs, Partnership Firms in the name of the partners and Limited Liability partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) Options being offered to the applicants as stated in the chapter titled ‘Issue Structure’ beginning on page 188 of this Draft Prospectus The Prospectus dated [•], 2011 issued and to be filed with the ROC in accordance with the SEBI Debt Regulations containing inter alia the coupon rate for the NCDs and certain other information Link Intime India Private Limited Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time Bombay Stock Exchange Limited and National Stock Exchange of India Limited Trustees / Debenture Trustees for the Debenture Holders in this case being IDBI Trusteeship Services Trustee Limited Note: The subscription list shall remain open for a period as indicated herein, with an option for early closure or extension by such period, as may be decided by the duly authorised Committee of Directors of our Company, subject to necessary approvals. In the event of such early closure of subscription list of the Issue, our Company shall ensure that notice of such early closure is given on the early date of closure through advertisement/s in a leading national daily newspaper. iii
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Draft Prospectus - India Infoline Finance Limited

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