INDIAN RAILWAY FINANCE CORPORATION LIMITED

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AbbreviationFull FormGoI or Government Government of IndiaHUFHindu Undivided FamilyICAIInstitute of Chartered Accountants of IndiaIFRSInternational Financial Reporting StandardsIFSCIndian Financial System CodeIncome Tax Act/IT Act Income Tax Act, 1961IndiaRepublic of IndiaIndian GAAPGenerally accepted accounting principles followed in IndiaIRDAStatutory body constituted under the Insurance Regulatory and Development Authority Act,1999ITInformation technologyITATIncome Tax Appellate TribunalLIBORLondon Inter-Bank Offer RateLLP Act Limited Liability Partnership Act, 2008MF/ Mutual Funds Mutual Fund(s) registered under the SEBI (Mutual Fund) Regulations, 1996MICRMagnetic Ink Character RecognitionMoFMinistry of Finance, GoIMoRMinistry of Railways, GoIMCAMinistry of Corporate Affairs, GoINBFCNon Banking Financial Company, as defined under applicable RBI guidelinesNBFC-NDNon deposit taking NBFC, as defined under applicable RBI guidelinesNBFC – ND (SI)Systematically important non deposit taking NBFC, as defined under applicable RBIguidelinesNECSNational Electronic Clearing SystemNEFTNational Electronic Fund TransferNSDLNational Securities Depository LimitedNSENational Stock Exchange of India LimitedNRNon-Residentp.a.Per annumPANPermanent Account NumberPATProfit After TaxPFI/ Public Financial Public Financial Institution, as defined under Section 4A of the Companies Act, 1956InstitutionPIOPerson of Indian OriginRBIReserve Bank of India` or Rupees or Indian The lawful currency of IndiaRupeesRTGSReal Time Gross SettlementSARFAESISecuritisation and Reconstruction of Financial Assets and Enforcement of Security InterestAct, 2002SEBISecurities and Exchange Board of IndiaSEBI Act SEBI Act, 1992SEBI Debt Regulations SEBI (Issue and Listing of Debt Securities) Regulations, 2008Securities Act United States Securities Act, 1933Trusts Act Indian Trusts Act, 1882UANUnique Application NumberVenture Capital Funds orVCFsVenture Capital Funds as defined and registered with SEBI under the Securities andExchange Board of India (Venture Capital Funds) Regulations, 1996Industry/ Business Related Terms, Definitions and Abbreviations:AbbreviationCAGRDPEECBsFCNRIFCIndian RailwaysLease AgreementNPAsFull FormCompounded Annual Growth Rate. In this Prospectus Tranche-1, CAGR has beencalculated on the following basis:((Ending Value/ Beginning Value) ^ (1/(Number of Years))-1Department of Public Enterprises, Government of IndiaExternal Commercial BorrowingsForeign Currency Non-ResidentInfrastructure Finance CompanyDepartmental undertaking of the Government of India, under administration of the MoRLease agreement dated July 30, 2012 entered between the Company and the President ofIndia, through the Executive Director, Railway Stores (P), Ministry of Railways (RailwayBoard) for lease of rolling stock (acquired during the period starting from April 1, 2011 toMarch 31, 2012).Non-Performing Assets8
AbbreviationOwned FundsPipavav RailwaysPSURailTelRolling StockRVNLS&T WorksStandard Lease AgreementYieldFull FormPaid up equity capital, preference shares which are compulsorily convertible into equity,free reserves, balance in share premium account and capital reserves representing surplusarising out of sale proceeds of asset, excluding reserves created by revaluation of asset, asreduced by accumulated loss balance, book value of intangible assets and deferred revenueexpenditure, if any as defined under the Non- Banking Financial (Non - Deposit Acceptingor Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.Pipavav Railway Corporation LimitedPublic Sector UndertakingRailtel Corporation of India LimitedRolling stock includes both powered and unpowered vehicles, for example locomotives,carriages, railroad cars, coaches, wagons, trucks, flats, containers, cranes, trollies of all kindsand other items of rolling stock components.Rail Vikas Nigam LimitedSignalling and Traffic WorksThe annual lease agreement entered between the Company and MoR for lease of rollingstockRatio of interest income to the daily average of interest earning assets.9
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 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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