INDIAN RAILWAY FINANCE CORPORATION LIMITED

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TermNSEProspectus Tranche -1Public Issue AccountRecord DateRedemption Date/ MaturityDateRefund AccountRefund BankRegister of BondholdersRegistrar to the Issue orRegistrarRegistrar MoUResident Indian individualResidual Shelf LimitSecuritySelf Certified SyndicateBanks or SCSBsSeries I BondsSeries II BondsSeries Bond holder(s)Series of BondsShelf LimitShelf ProspectusStock ExchangesSyndicate ASBADescriptionNational Stock Exchange of India Limited.This Tranche Prospectus dated December 31, 2012 filed with the RoC, Stock Exchanges andSEBI pursuant to the provisions of the SEBI Debt Regulations.An account opened with the Banker(s) to the Issue and SCSBs to receive monies from theEscrow Accounts for the Issue and the ASBA Accounts and SCSBs, as the case may be, onthe Designated Date.15 (fifteen) days prior to the relevant Interest Payment Date or relevant Redemption Date forBonds issued under the relevant Tranche Prospectus. In the event the Record Date falls on aSaturday, Sunday or a public holiday in New Delhi or any other payment centre notified interms of the Negotiable Instruments Act, 1881, the succeeding Business Day shall beconsidered as the Record Date.For Tranche 1 Series I Bonds, the date falling 10 years from the Deemed Date of Allotmentand for Tranche 1 Series II Bonds, the date falling 15 years from the Deemed Date ofAllotment.The account opened with the Refund Bank(s), from which refunds, if any, of the whole orpart of the Application Amount (excluding Application Amounts from ASBA Applicants)shall be made.The Escrow Collection Bank or the Banker(s) to the Issue from which refunds, if any, of thewhole or part of the Application Amount shall be made by the Company to the Applicants(excluding ASBA Applicants) as mentioned in the Tranche Prospectus in the instant caseState Bank of IndiaThe register of Bondholders maintained by the Issuer in case of Bonds held in physical formin accordance with the provisions of the Companies Act, 1956 and by the Depositories incase of Bonds held in dematerialised form, and/ or the register of Bondholders maintainedby the Registrar as more particularly detailed in “Terms of the Issue – Register ofBondholders” on page 48.Karvy Computershare Private Limited.Memorandum of understating dated December 10, 2012 entered into between our Companyand the Registrar to the Issue.Individual who is a person resident in India as defined under the Foreign ExchangeManagement Act, 1999.In relation to each Tranche Issue, this shall be the Shelf Limit less the aggregate amount ofBonds allotted under all previous Tranche Issue(s) and aggregate amount of Bonds issuedthrough private placement route, if any.The Bonds issued by the Company will be secured by creating a first pari-passu charge onthe identified present and future movable assets of the Company comprising of rolling stocksuch as wagons, locomotives and coaches, as may be agreed between the Company and theDebenture Trustee, pursuant to the terms of the Debenture Trust Deed. The security will becreated within three months of the Issue Closing Date, in accordance with the SEBI DebtRegulations.The banks registered with the SEBI under the Securities and Exchange Board of India(Bankers to an Issue) Regulations, 1994 as amended offering services in relation to ASBA, alist of which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI from time to time.Tranche 1 Series ITranche 1Series IIA holder of the Bond(s) of a particular Series issued under a Tranche Issue.A series of Bonds which are identical in all respects including, but not limited to terms andconditions, listing and ISIN number (in the event that Bonds in a single Series of Bondscarry the same coupon rate) and as further referred to as an individual Series in the relevantTranche Prospectus.The aggregate limit of the Issue being ` 8,88,640 lakhs* to be issued as per terms of thisProspectus Tranche-1.* Pursuant to the CBDT Notification, our Company has raised ` 1,11,360 lakhs through theprivate placements of Bonds. In case our Company raises any further funds through privateplacement not exceeding ` 2,50,000 lakhs, i.e. upto 25% of the allocated limit for raising fundsthrough Tax Free Bonds during Fiscal Year 2013, during the process of the present Issue, theShelf Limit for the Issue shall get reduced by such amount raised.The Shelf Prospectus dated December 21, 2012 filed with the RoC and the Stock Exchangesafter incorporation of comments received from the public, if any on the Draft ShelfProspectus, pursuant to the provisions of the SEBI Debt Regulations.BSE and NSEAn Application submitted by an ASBA Applicant through the Members of the Syndicateand Trading Members.6
TermSyndicate ASBAApplication LocationsSyndicate SCSB BranchesSyndicate or Members ofthe SyndicateTrading MemberTranche IssueTranche–1 IssueTranche Prospectus“Transaction RegistrationSlip” or “TRS”Tripartite AgreementsWorking DaysDescriptionApplication centers at cities specified in the SEBI Circular no. CIR/CFD/DIL/1/2011 datedApril 29, 2011, namely, Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur,Bengaluru, Hyderabad, Pune, Vadodara and Surat where the Members of the Syndicate andTrading Members shall accept ASBA Applications.In relation to ASBA Applications submitted to a Member of the Syndicate and/or TradingMembers, such branches of the SCSBs at the Syndicate ASBA Application Locations namedby the SCSBs to receive deposits of the Application Forms from the Members of theSyndicate and/or Trading Members and a list of which is available onhttp://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or at suchother website as may be prescribed by SEBI from time to time.Collectively, the Lead Managers, the Consortium Members for the Issue, the sub-consortiummembers, brokers and sub-brokers.Intermediaries registered as broker or a sub-broker under the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992 and/or with the BSE and NSE under the applicable byelaws,rules, regulations, guidelines, circulars issued by the relevant Stock Exchanges from time totime and duly registered with the Stock Exchange(s) for collection and electronic upload ofApplication Forms on the electronic application platform provided by such StockExchanges.Issue of the Bonds pursuant to the respective Tranche Prospectus.Issue of the Bonds aggregating to ` 1,00,000 lakhs with an option to retainoversubscription upto the Shelf Limit (i.e. upto ` 8,88,640 lakhs).The tranche prospectus containing the details of Bonds including interest, other terms andconditions, recent developments, general information, objects, procedure for application,statement of tax benefits, regulatory and statutory disclosures and material contracts anddocuments for inspection of the relevant Tranche Issue.The acknowledgement slip or document issued by any of the Members of the Syndicate, theSCSBs, or the Trading Members as the case may be, to an Applicant upon demand as proofof registration of his application for the Bonds.Agreements dated May 8, 2003 and January 23, 2002 entered into between the Issuer,Registrar and CDSL and NSDL respectively under the terms of which the Depositoriesagree to act as depositories for the securities issued by the Issuer in dematerialised form.All days excluding Sundays or a public holiday in India or at any other payment centrenotified in terms of the Negotiable Instruments Act, 1881, except with reference to IssuePeriod, Interest Payment Date and Record Date, where working days shall mean all days,excluding Saturdays, Sundays and public holiday in India or at any other payment centrenotified in terms of the Negotiable Instruments Act, 1881.Conventional/General Terms, Abbreviations and References to Other Business EntitiesAbbreviationFull FormAct/ Companies Act The Companies Act, 1956AGMAnnual General MeetingASAccounting Standards as issued by Institute of Chartered Accountants of IndiaCBDTCentral Board of Direct TaxesCDSLCentral Depository Services (India) LimitedCRARCapital to Risk Assets RatioCSRCorporate Social ResponsibilityDebt Listing Agreement The agreement for listing of debt securities on the BSE and NSEDINDirector Identification NumberDoEADepartment of Economic Affairs, Ministry of Finance, Government of IndiaDoFSDepartment of Financial Services, Ministry of Finance, Government of IndiaDepository(ies)CDSL and NSDLDepositories Act Depositories Act, 1996DP/ Depository Participant Depository Participant as defined under the Depositories Act, 1996DRRDebenture Redemption ReserveDTCDirect Tax CodeFCNR AccountForeign Currency Non Resident AccountFDIForeign Direct InvestmentFEMA Foreign Exchange Management Act, 1999FEMA 20Foreign Exchange Management (Transfer or Issue of Security by a Person Resident OutsideIndia) Regulations, 2000FIIForeign Institutional Investor as defined under the SEBI (Foreign Institutional Investors)Regulations, 1995 and registered with the SEBI under applicable laws in IndiaFIMMDAFixed Income Money Market and Derivative Association of IndiaFinancial Year/ Fiscal/ FY Period of 12 months ended March 31 of that particular yearGDPGross Domestic Product7
Page 2 and 3: TABLE OF CONTENTSDEFINITIONS AND AB
Page 4 and 5: TermDescriptionBonds / Tax Free Bon
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 40 and 41: ISSUE STRUCTUREThe CBDT has, by the
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
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INDIAN RAILWAY FINANCE CORPORATION LIMITED

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