INDIAN RAILWAY FINANCE CORPORATION LIMITED

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ISSUE STRUCTUREThe CBDT has, by the CBDT Notification, authorised our Company to raise the Bonds aggregating to `10,00,000 lakhs. Our Company proposes to raise ` 8,88,640 lakhs * through a public issue of the Bonds in one ormore tranches prior to March 31, 2013, as approved by our Board pursuant to its resolution dated July 31, 2012.* Pursuant to the CBDT Notification, our Company has raised ` 1,11,360 lakhs through the private placements ofBonds. In case our Company raises any further funds through private placement not exceeding ` 2,50,000 lakhs, i.e.upto 25% of the allocated limit for raising funds through Tax Free Bonds during Fiscal Year 2013, during the processof the present Issue, the Shelf Limit for the Issue shall get reduced by such amount raised.The following are the key terms of the Bonds. This section should be read in conjunction with, and is qualified inits entirety by more detailed information in “Terms of the Issue” on page 46.The key common terms and conditions of the Bonds are as follows:COMMON TERMS FOR ALL SERIES OF THE BONDSIssuerMode of issue and natureof instrumentIndian Railway Finance Corporation LimitedPublic issue by Indian Railway Finance Corporation Limited of tax free, secured,redeemable, non-convertible bonds of face value of ` 1,000 each in the nature ofdebentures having tax benefits under section 10(15)(iv)(h) of the Income Tax Act,1961, as amended, , aggregating up to ` 8,88,640 lakhs* in the Fiscal Year 2013.The Bonds will be issued in one or more tranches subject to the Shelf Limit.This Tranche Issue by the Issuer of bonds aggregating to ` 1,00,000 lakhs with anoption to retain oversubscription upto the Shelf Limit* (i.e. Upto ` 8,88,640 lakhs*)and is being offered by way of this Prospectus Tranche-1 containing, inter alia, theterms and conditions of the Tranche-1, which should be read together with theShelf Prospectus dated December 21, 2012 filed with the RoC, Designated StockExchange, NSE and SEBI.* Pursuant to the CBDT Notification, our Company has raised ` 1,11,360 lakhsthrough the private placements of Bonds. In case our Company raises any furtherfunds through private placement not exceeding ` 2,50,000 lakhs, i.e. upto 25% ofthe allocated limit for raising funds through Tax Free Bonds during Fiscal Year2013, during the process of the present Issue, the Shelf Limit for the Issue shall getreduced by such amount raised.ListingNature ofInstrumentMode of IssueThe Bonds are proposed to be listed on BSE and NSE within 12 Working Days ofthe respective Issue Closing Date.BSE is the Designated Stock Exchange for the Issue.SecuredPublic IssueFace Value (`)` 1,000 per BondIssue Price (`)` 1,000 per BondCredit Ratings 4. CRISIL has reaffirmed the credit rating of “CRISIL AAA/Stable”(pronounced as “CRISIL Triple A with stable outlook”) for ` 15,00,000 lakhslong term borrowing programme of the Company (“Debt Programme”) videits letter no. PC/IRFC/2012/CDEL11372 dated December 21, 2012.Instruments with this rating are considered to have the highest degree ofsafety regarding timely servicing of financial obligations. Such instrumentscarry lowest credit risk.5. ICRA has reaffirmed the credit rating assigned of “[ICRA] AAA”40
(pronounced as “ICRA triple A”) for the Debt Programme of the Companyvide its letter no. D/RAT/2012-13/11/5 dated December 21, 2012.Instruments with this rating are considered to have the highest degree ofsafety regarding timely servicing of financial obligations. Such instrumentscarry lowest credit risk.6. CARE has reaffirmed the credit rating of “CARE AAA (pronounced as tripleA)” for the Debt Programme of the Company vide its letter dated December21, 2012. Instruments with this rating are considered to have the highestdegree of safety regarding timely servicing of financial obligations. Suchinstruments carry lowest credit risk.Note: These credit ratings are not a recommendation to buy, sell or hold securitiesand investors should take their own decision. These ratings are subject to revisionor withdrawal at any time by assigning rating agencies and should be evaluatedindependently of any other ratings. For the rationale for these ratings, seeAnnexure II of the Shelf Prospectus.Since the credit rating letter issued by CRISIL is dated December 21, 2012, ICRAis dated December 21, 2012 and CARE is dated December 21, 2012 and the IssueOpening Date shall be January 21, 2013, the credit rating letters shall be morethan one month old from the Issue Opening Date. The Company shall thereforeobtain revalidated credit rating letters from the Credit Rating Agencies and issuean addendum and make necessary filings in this regard, before the Issue OpeningDate.Eligible InvestorsCategory I (Qualified Institutional Buyers) (“QIBs”):Public Financial Institutions as defined in section 4A of the Companies Act,1956, scheduled commercial banks, multilateral and bilateral developmentfinancial institutions, state industrial development corporations, which areauthorised to invest in the Bonds;FIIs and their sub – accounts (other than a sub-account which is a foreigncorporate or foreign individual), registered with SEBI;Provident funds and pension funds with minimum corpus of ` 2,500 lakhs,which are authorised to invest in the Bonds;Insurance companies registered with the IRDA;National Investment Fund;Insurance funds set up and managed by the army, navy or air force of theUnion of India or set up and managed by the Department of Posts, India;Mutual Funds; andAlternative Investment Funds, subject to investment conditions applicable tothem under the Securities and Exchange Board of India (AlternativeInvestment Funds) Regulations, 2012.Category II (Non Institutional Investors) (“NIIs”):Companies within the meaning of section 3 of the Companies Act and bodiescorporate registered under the applicable laws in India and authorised to invest inthe Bonds.Category III (High Networth Individuals) (“HNIs”):The following Investors applying for an amount aggregating to above ` 10 lakhsacross all Series of Bonds in each Tranche Issue:Resident Indian individuals;Eligible NRIs on a repatriation or non – repatriation basis; andHindu Undivided Families through the Karta.41
Page 2 and 3: TABLE OF CONTENTSDEFINITIONS AND AB
Page 4 and 5: TermDescriptionBonds / Tax Free Bon
Page 6 and 7: TermNSEProspectus Tranche -1Public
Page 8 and 9: AbbreviationFull FormGoI or Governm
Page 10 and 11: CERTAIN CONVENTIONS, USE OF FINANCI
Page 12 and 13: RECENT DEVELOPMENTThe Company has o
Page 14 and 15: BSE is the Designated Stock Exchang
Page 16 and 17: yield as a result of suchdiscountMi
Page 18 and 19: OptionsSeries of BondsTranche 1 Ser
Page 20 and 21: UG Floor, East Tower,NBCC Place, Pr
Page 22 and 23: tanto from any liability to the Bon
Page 24 and 25: Refund BankState Bank of India*Capi
Page 26 and 27: 1. CRISIL has reaffirmed the credit
Page 28 and 29: OBJECTS OF THE ISSUEIssue ProceedsT
Page 30 and 31: directly by the SCSBs, the relevant
Page 32 and 33: debentures and subject to such cond
Page 34 and 35: Provided further that this clause s
Page 36 and 37: under Regulation 4(4) and also in a
Page 38 and 39: SHALL NOT HAVE ANY CLAIM AGAINST TH
Page 42 and 43: Category-IV (Retail Individual Inve
Page 44 and 45: Bonds including interest on Bonds (
Page 46 and 47: TERMS OF THE ISSUEThe Bonds being o
Page 48 and 49: shall be treated for all purposes b
Page 50 and 51: 6. Deemed Date of AllotmentDeemed D
Page 52 and 53: 9. Redemptiondispatched/credited (i
Page 54 and 55: (iii) NEFT - Payment of refund shal
Page 56 and 57: name of the deceased Bondholder aft
Page 58 and 59: If any Consolidated Bond Certificat
Page 60 and 61: Mutual Funds; andAlternative Invest
Page 62 and 63: ASBA Applications in electronic mod
Page 64 and 65: An FII who purchases the Bonds unde
Page 66 and 67: (ii) amount and date of receipt of
Page 68 and 69: Applications cannot be made by:(a)
Page 70 and 71: Instructions for completing the App
Page 72 and 73: (b) The Stock Exchanges will offer
Page 74 and 75: Do not submit the GIR number instea
Page 76 and 77: egistered leave and license agreeme
Page 78 and 79: OTHER INSTRUCTIONSJoint Application
Page 80 and 81: esidents/citizens of the USA, and/o
Page 82 and 83: Category I (QIB Portion)20% of the
Page 84 and 85: Category IV portion being fully sub
Page 86 and 87: MATERIAL CONTRACTS AND DOCUMENTS FO
Page 88 and 89: DECLARATIONWe, the Directors of the

INDIAN RAILWAY FINANCE CORPORATION LIMITED

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