SREI INFRASTRUCTURE FINANCE LIMITED ABLE NON-CONVERTIBLE 1,000

323 Pages·2013·4.57 MB·English

Draft Prospectus
Dated July 22, 2013

SREI INFRASTRUCTURE FINANCE LIMITED
(Srei Infrastructure Finance Limited (the “Company”), with CIN L29219WB1985PLC055352, incorporated in the Republic of India with limited liability under the Companies Act, 1956,
as amended (the “Companies Act”) and registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934)
Registered Office: ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata 700 046; Tel: [phone]; Fax: [phone];
Corporate Office: 6A Kiran Shankar Roy Road, Kolkata – 700 001, West Bengal, India; Tel: [phone]; Fax: [phone];
Website: www.srei.com
Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Vice President, Srei Infrastructure Finance Limited, ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046
Phone: [phone], Fax: [phone], Email-id: [email protected]
PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE “COMPANY” OR THE “ISSUER”) OF SECURED REDEEMABLE NON-CONVERTIBLE
DEBENTURES OF FACE VALUE OF ` 1,000/- EACH (THE “DEBENTURES” OR THE “NCDS”), FOR AN AMOUNT UP TO ` 1,000 MILLION (THE “BASE ISSUE”)
WITH AN OPTION TO RETAIN OVER SUBSCRIPTION UPTO ` 1,000 MILLION AGGREGATING TO ` 2,000 MILLION (“OVERALL ISSUE SIZE”), HEREINAFTER
REFERRED TO AS THE “ISSUE”.
The Issue is being made pursuant to the provisions of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended (the “Debt
Regulations”).
GENERAL RISK
Investors are advised to read the section titled “Risk Factors” carefully before taking an investment decision in this Issue. For the purposes of taking an investment decision, investors must rely
on their own examination of the Issuer and of the Issue, including the risks involved. Specific attention of the investors is invited to the section titled “Risk Factors” starting on page no. 12 of
this Draft Prospectus before making an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to the Issuer and the Issue, which is
material in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Draft Prospectus as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATINGS
The NCDs have been rated ‘CARE AA- (Double A Minus)’ by CARE pursuant to letter dated February 26, 2013 and revalidated by letter dated July 12, 2013 and ‘BWR AA (BWR Double
A) ’by BRICKWORK pursuant to letter dated June 19, 2013 and revalidated by letter dated July 16, 2013. Instruments with a rating of ‘CARE AA- (Double A Minus)’ by CARE and ‘BWR
AA (BWR Double A)’ by BRICKWORK are considered to have high degree of safety regarding timely servicing of financial obligations. The rating provided by CARE and BRICKWORK
may be suspended, withdrawn or revised at any time by the assigning rating agency on the basis of new information etc., and should be evaluated independently of any other rating. The rating
is not a recommendation to buy, sell or hold securities and investors should take their own investment decisions. Please refer to the Annexure of this Draft Prospectus for the rationale of the
above ratings.
PUBLIC COMMENTS
This Draft Prospectus has been filed with BSE pursuant to the provisions of the Debt Regulations. This Draft Prospectus is open for public comments. All comments on this Draft Prospectus
are to be forwarded to the attention of Mr Samir Kumar Kejriwal, our Compliance Officer, at our office at the following address: ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700
046; Fax: [phone], E-mail: [email protected]. All comments from the public must be received by our Company within seven Working Days of the date on which the Draft
Prospectus is hosted on the website of the Designated Stock Exchange, and by no later than 5 pm on such seventh Working Day. Comments sent by post, fax or email shall be accepted.
LISTING
The NCDs offered through this Draft Prospectus are proposed to be listed on BSE Limited (the “BSE”). Our Company has applied to BSE for ‘in-principle’ approval for the Issue through
letter dated [●]. For the purposes of this Issue, BSE shall be the Designated Stock Exchange.
LEAD MANAGERS TO THE ISSUE DEBENTURE TRUSTEE TO THE ISSUE

ICICI Securities Limited A.K. Capital Services Limited Trust Investment Advisors Pvt. Ltd. Srei Capital Markets Limited* Axis Trustee Services Limited
ICICI Centre 30-39 Free Press House, 3rd Floor, Free Press 109/110, 1st Floor, Balrama, Building; Bandra ‘Vishwakarma’, Axis House, 2nd Floor
H.T. Parekh Marg Journal Marg, 215, Nariman Point, Mumbai Kurla Complex, 86C, Topsia Road (South) Bombay Dyeing Mills Compound
Churchgate, Mumbai 400 020 400021 Bandra (East), Kolkata – 700 046 Pandurang Budhkar Marg, Worli
Maharashtra, India Tel: [phone]; Mumbai – 400 051 West Bengal, India Mumbai 400 025
Tel : [phone] Fax: [phone] Tel. : [phone] Tel: [phone] Tel: [phone]
Fax : [phone] Email: [email protected] Fax.: [phone] Fax: [phone] Fax: [phone]
E-mail : [email protected] Investor Grievance Email: Email: [email protected] Email: [email protected] Email: [email protected]
Investor Grievance Email: [email protected] Investor Grievance Email: Investor Grievance E mail: Investor Grievance Email :
[email protected] Website: www.akcapindia.com [email protected] [email protected] [email protected]
Website : www.icicisecurities.com Contact Person: Mr Mandeep Singh & Mr Website: www.trustgroup.co.in Website: www.srei.com Website:www.axistrustee.com
Contact Person: Mr Sumit Agarwal / Ms Neha Lokesh Singhi Contact Person: Ms Hetal Sonpal Contact Person: Mr Manoj Agarwal Contact Person: Mr Neelesh Baheti, Chief Operating
Verma Compliance Officer: Mr Vikas Agarwal Compliance Officer: Mr Balkrishna Shah Compliance Officer: Mr Manoj Agarwal Officer
Compliance Officer : Mr Subir Saha SEBI Registration No.: INM000010411 SEBI Registration No. INM000011120 SEBI Registration No.: INM000003762 Compliance Officer: Mr D J Bora
SEBI Registration No: INM000011179 SEBI Registration No.: IND000000494
CO-LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

Karvy Investor Services Limited RR Investors Capital Services Private SMC Capitals Limited Bajaj Capital Limited Karvy Computershare Private Limited
Hallmark Business Plaza, 7th Floor, Sant Limited 302-303, Enterprise Centre, Near Orchid Hotel, Unit No.941, Building No. 9, 4th Floor, Plot No. 17 to 24, Vithalrao Nagar
Dynaneshwar Marg, Opp: Gurunank Hospital, 47, MM, Road Rani Jhansi Marg, Nehru Road, Vile Parle (East), Mumbai-400099 Solitaire Corporate Park, Andheri Kurla Road, Madhapur, Hyderabad 500 081
Bandra - East Jhandelwalan, Telephone number: [phone] Chakala Andheri (East), , Mumbai – 400 093 Toll Free No.1-800-3454001
Mumbai – 400 051 New Delhi- 110055, India Fax number: [phone] Telephone No.: [phone] Tel: [phone]
Maharashtra, India Tel :[phone] - 63 E-mail: [email protected] Fax: [phone] Fax: [phone]
Tel: [phone] Fax :[phone] Investor Grievance E-mail ID: Email: [email protected] Investor Grievance Email: [email protected]
Fax: [phone] E-mail : [email protected] [email protected] Investor Grievance E-mail ID: Website: www.karisma.karvy.com
Email: [email protected] Investor Grievance E-mail ID: Website: www.smccapitals.com [email protected] Compliance Officer: Mr Rakesh Santalia
Investor Grievance E mail: [email protected], [email protected] Compliance Officer: Mr Sanjeev Barnwal Website: www.bajajcapital.com Contact Person: Mr M. Murali Krishna
[email protected] Website: www.rrfcl.com / www.rrfinance.com Contact person: Mr Abhishek Gaur Compliance officer: Mr P. Janardhan SEBI Registration No.: INR000000221
Website: www.karvy.com Contact person: Mr Anurag Awasthi SEBI Registration No.: INM000011427 Contact person: Sumit Dudani
Contact Person: Mr Sumit Singh Compliance Officer: Mr Sandeep Mahajan SEBI Reg. No. INM000010544
Compliance Officer : Mr V Madhusudhan Rao SEBI Registration No: INM000007508
SEBI Registration No.: INM000008365**
*Srei Capital Markets Limited, which is a wholly owned subsidiary of the Company, shall only be involved in marketing of the Issue.
**The SEBI registration certificate of Karvy Investor Services Limited, one of the Co-Lead Managers as a merchant banker is due to expire on December 15, 2013. As required under regulation 8A of the Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992, an application for renewal was made to SEBI vide application dated July 4, to SEBI. The approval of SEBI in this regard is awaited.
ISSUE PROGRAMME
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
# The Issue shall remain open for subscription during banking hours for the period indicated above, except that the Issue may close on such earlier date or extended date as may be
decided by the Board/ Committee of Directors, as the case maybe, subject to necessary approvals. In the event of an early closure or extension of the Issue, our Company shall ensure that
notice of the same is provided to the prospective investors through advertisements in a leading national daily newspaper on or before such earlier date of Issue Closure or initial date of
Issue closure, as the case may be.
Axis Trustee Services Limited has by its letter dated July 9, 2013 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this Draft
Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued pursuant to this Issue.
A copy of the Prospectus shall be filed with the Registrar of Companies, Kolkata, West Bengal in terms of section 56 and section 60 of the Act, along with the requisite endorsed/certified
copies of all requisite documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page no. 174 of this Draft
Prospectus.
TABLE OF CONTENTS

SECTION I: GENERAL ......................................................................................................... 3
DEFINITIONS & ABBREVIATIONS .......................................................................................................... 3
FORWARD-LOOKING STATEMENTS ................................................................................................... 10
PRESENTATION OF FINANCIALS & USE OF MARKET DATA ....................................................... 11
SECTION II: RISK FACTORS ........................................................................................... 12
SECTION III: INTRODUCTION ....................................................................................... 24
GENERAL INFORMATION ............................................................................................... 24
THE ISSUE .................................................................................................................................................... 31
SUMMARY FINANCIAL INFORMATION .............................................................................................. 35
FINANCIAL HIGHLIGHTS OF OUR COMPANY (ON CONSOLIDATED BASIS) .......................... 45
CAPITAL STRUCTURE .............................................................................................................................. 46
OBJECTS OF THE ISSUE ........................................................................................................................... 53
STATEMENT OF TAX BENEFITS ............................................................................................................ 54
SECTION IV: ABOUT THE ISSUER AND THE INDUSTRY ....................................... 61
INDUSTRY .................................................................................................................................................... 61
BUSINESS ...................................................................................................................................................... 72
HISTORY AND MAIN OBJECTS .............................................................................................................. 83
OUR MANAGEMENT ................................................................................................................................. 87
STOCK MARKET DATA FOR OUR EQUITY SHARES/DEBENTURES ........................................... 95
OUR PROMOTER ........................................................................................................................................ 99
SECTION V: FINANCIAL INFORMATION .................................................................. 100
DISCLOSURES ON EXISTING FINANCIAL INDEBTEDNESS ................................ 105
SECTION VI: ISSUE RELATED INFORMATION ....................................................... 120
ISSUE STRUCTURE .................................................................................................................................. 120
TERMS OF THE ISSUE ............................................................................................................................. 130
ISSUE PROCEDURE.................................................................................................................................. 135
SECTION VII: LEGAL AND OTHER INFORMATION .............................................. 154
OUTSTANDING LITIGATION AND STATUTORY DEFAULTS ....................................................... 154
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 156
REGULATIONS AND POLICIES ............................................................................................................ 161
SUMMARY OF KEY PROVISIONS OF ARTICLES OF ASSOCIATION ......................................... 169
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 174
DECLARATION ......................................................................................................................................... 176
SECTION I: GENERAL

DEFINITIONS & ABBREVIATIONS

CONVENTIONAL / GENERAL TERMS AND ABBREVIATIONS

This Draft Prospectus uses certain definitions and abbreviations which, unless the context indicates or implies
otherwise, have the meaning as provided below. References to any legislation, act or regulation shall be to such term
as amended from time to time.

Term Description
Companies Act / Act The Companies Act, 1956, as amended
AGM Annual General Meeting
AS Accounting Standard
BRT Bus Rapid Transport
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
Competition Act Competition Act, 2002, as amended
CPC Civil Procedure Code, 1908
CrPC Code of Criminal Procedure, 1973
Debt Regulations / SEBI Debt SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as
Regulations amended
Depositories Act Depositories Act, 1996, as amended
DIN Director’s Identification Number
DRR Debenture Redemption Reserve
ECB External Commercial Borrowings
EGM Extraordinary General Meeting
EPS Earnings Per Share
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended
FERA Foreign Exchange Regulation Act, 1973
FII (s) Foreign Institutional Investor(s)
FIPB Foreign Investment Promotion Board
Financial Year / FY/ Fiscal Year Financial Year ending March 31
GDP Gross Domestic Product
GIR General Index Registration Number
G-Sec Government Securities
HUF Hindu Undivided Family
Indian GAAP Generally Accepted Accounting Principles in India
IPC Indian Penal Code, 1860
IPD Infrastructure Project Development
IRDA Insurance Regulatory and Development Authority
I.T. Act / Income Tax Act Income Tax Act, 1961, as amended
MCA Ministry of Corporate Affairs, Government of India
MNC Multi-National Corporation / Company
MRTS Mass Rapid Transport System
N.A. Not Applicable
NAV Net Asset Value
NECS National Electronic Clearing System
NEFT National Electronic Fund Transfer
NHAI National Highway Authority of India
NHDP National Highways Development Programme
N.I. Act Negotiable Instruments Act, 1881
NII(s) Non-Institutional Investor(s)
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
PAN Permanent Account Number
PPP Public Private Partnership
RBI Reserve Bank of India
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Term Description
RBI Act Reserve Bank of India Act, 1934, as amended
ROC Registrar of Companies, Kolkata, West Bengal
` / Rs / INR / Rupees The lawful currency of the Republic of India
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR The Securities Contracts (Regulation) Rules, 1957, as amended
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
TDS Tax Deducted at Source

ISSUE RELATED TERMS
Term Description
A.K. Capital A.K. Capital Services Limited
Allotment / Allotted / Allot Unless the context otherwise requires, the allotment of the NCDs pursuant to
the Issue to the Allottees
Allottee The successful Applicant to whom the NCDs are being / have been Allotted
pursuant to the Issue
Allotment Advice The communication sent to the Allottees conveying the details of NCDs
allotted to the Allottees in accordance with the Basis of Allotment
Applicant(s) / Investor(s) Any prospective Applicant 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 Applicant please refer
to the chapter titled “Issue Procedure” on page no. 135
Application An Application to be made by an Applicant to subscribe to the NCDs offered
pursuant to this Issue through an Application Form
Application Amount An amount equal to the aggregate value of NCDs applied for to be paid by an
Applicant as indicated in the Application Form
Application Form Form in terms of which an Applicant shall apply to subscribe to NCDs
through various modes in terms of the Prospectus
Application Supported by Blocked The Application (whether physical or electronic) used by an ASBA
Amount/ ASBA/ ASBA Application Applicant to make an Application authorizing the SCSB to block the amount
payable on Application in its specified bank account maintained with such
SCSB
ASBA Account An account maintained by an ASBA Applicant with a SCSB which will be
blocked by such SCSB to the extent of the Application Amount in relation to
the Application Form made in ASBA mode.
ASBA Applicant Any Applicant who applies for the NCDs through the ASBA Process
Bajaj Bajaj Capital Limited
Banker(s) to the Issue/ Escrow Collectively the Escrow Collection Banks, Public Issue Account Banks and
Collection Banks the Refund Bank
Base Issue Size Public Issue of NCDs by our Company aggregating upto ` 1,000 million
Basis of Allotment The basis on which NCDs will be allotted to successful Applicants under the
Issue and which is described in “Issue Procedure – Basis of Allotment” on
page no. 150 of this Draft Prospectus.
BRICKWORK Brickwork Ratings India Private Limited
CARE Credit Analysis & Research Limited
Category I Persons Shall mean Persons who are Institutional Investors.
Category II Persons Shall mean Persons who are Non-Institutional Investors.
Category III Persons Shall mean Persons who are Individual Category Investors.
Credit Rating Agencies CARE and Brickwork
Co-Lead Managers Karvy Investor Services Limited, RR Investors Capital Services Private
Limited, SMC Capitals Limited and Bajaj Capital Limited
Collection Centres Collection Centres shall mean those branches of the Bankers to the Issue/
Escrow Collection Banks that are authorized to collect the Application
Forms (other than ASBA) as per the Escrow Agreement to be entered into by
us, Bankers to the Issue, Registrar, Lead Managers and Co-Lead Managers.
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Term Description
Consolidated Certificate The certificate that shall be issued by the Company to the NCD Holder for
the aggregate amount of the NCDs that are allotted to the NCD Holder in
physical form for the aggregate amount of NCDs as allotted to the NCD
Holder or issued upon rematerialisation of NCDs held in dematerialised
form.
Debentures / NCDs Secured Redeemable Non-Convertible Debentures of face value of ` 1,000/-
each, aggregating upto ` 1,000 million with an option to retain over-
subscription upto ` 1,000 million for issuance of additional NCDs
aggregating to a total of upto ` 2,000 million.
Debenture Holder (s) / NCD The holders of the NCDs whose name appears in the database of the
Holder(s) Depository (in case of NCDs in the dematerialized form) and/or the register
of NCD Holders maintained by our Company (in case of NCDs held in the
physical form)
Debenture Trust Deed Trust deed to be entered into between the Debenture Trustee and the
Company
Debenture Trusteeship Agreement Agreement dated July 19, 2013 entered into between the Debenture Trustee
and the Company.
Debt Listing Agreement The listing agreement between our Company and the relevant stock
exchange(s) in connection with the listing of debt securities of our Company
Deemed Date of Allotment The Deemed Date of Allotment for the NCDs shall be the date on which the
Board of Directors or duly authorized committee thereof approves the
allotment of NCDs or such date as may be determined by the Board of our
Company and/or a duly authorized committee thereof and notified to the
Stock Exchanges. All benefits under the NCDs including payment of interest
will accrue to the NCD Holders from the Deemed Date of Allotment. The
actual allotment of NCDs may take place on a date other than the Deemed
Date of Allotment
Demographic Details Details of the investor such as address, occupation, category, Permanent
Account Number (“PAN”) and bank account details for printing on refund
orders, which are based on the details provided by the Applicant in the
Application Form.
Depositories Act The Depositories Act, 1996, as amended from time to time
Depository(ies) 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 Branches Such branches of the SCSBs which shall collect the Application Forms used
by the ASBA Applicants and a list of which is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries or such other website as may be prescribed by the SEBI from
time to time.
Designated Date The date on which the Application Amounts are transferred from the Escrow
Account(s) to the Public Issue Account or the Refund Account, as
appropriate, the amount blocked by the SCSBs is transferred from the ASBA
Accounts specified by the ASBA Applicants to the Public Issue Account, as
the case may be, following which the Board approves the Allotment of the
NCDs
Designated Stock Exchange/DSE BSE Limited
Draft Prospectus The Draft Prospectus dated July 22, 2013 filed by our Company with the
Stock Exchange for receiving public comments, in accordance with the
provisions of the Act and the SEBI Debt Regulations
Escrow Agreement Agreement dated [●] entered into amongst our Company, the Registrar, the
Escrow Collection Bank(s), the Lead Managers and the Co-Lead Managers
for collection of the Application Amounts (other than by ASBA Applicants)
and for remitting refunds, if any, of the amounts collected, to the Applicants
on the terms and conditions contained thereof
Escrow Account(s) Accounts opened in connection with the Issue with the Escrow Collection
Bank(s) and in whose favour the Applicants (other than ASBA Applicants)
will issue cheques or bank drafts in respect of the Application Amount while
submitting the Application
5
Term Description
Escrow Collection Bank(s) The banks which are clearing members and registered with SEBI under the
SEBI (Bankers to an Issue) Regulations, 1994 with whom the Escrow
Accounts will be opened, in this case being [●]
I-Sec ICICI Securities Limited
India Ratings India Ratings and Research Private Limited
Individual Category Category III Persons which includes all categories of persons who are
individuals or natural persons (including Hindu Undivided Families acting
through their Karta) who are eligible under applicable laws to hold the NCDs
Interest Payment Date For Series I and Series IV NCDs, the date which is the day falling at the end
of 1 (one) year from the Deemed Date of Allotment or the date in case of the
first coupon payment and the same date every year, until the Maturity Date
for subsequent interest payments.
For Series III NCDs, the date which is the day falling at the end of 1 (one)
month from the Deemed Date of Allotment in case of the first coupon
payment and the same date every month, until the Maturity Date for
subsequent interest payments.
For Series II and Series V NCDs, the date which is the Maturity Date.
Institutional Investor(s) Category I Persons which includes Public financial institutions, statutory
corporations, commercial banks, cooperative banks and regional rural banks
incorporated in India and authorized to invest in the NCDs, Indian Provident
funds, pension funds, superannuation funds and gratuity funds, authorized to
invest in the NCDs, Indian venture capital funds registered with SEBI, Indian
insurance companies registered with the IRDA, National Investment Fund,
and Indian Mutual Funds registered with SEBI.
Institutional Portion Portion of Applications received from Category I persons who are eligible to
apply grouped together across all Series of NCDs
Issue Public Issue of NCDs by our Company aggregating upto ` 1000 million with
an option to retain over-subscription upto ` 1,000 million for issuance of
additional NCDs aggregating to a total of upto ` 2,000 million
Issue Opening Date [●]
Issue Closing Date [●] or such earlier or extended date as may be decided by the Board/
Committee of Directors, as the case maybe, subject to necessary approvals.
In the event of an early closure or extension of the Issue, our Company shall
ensure that notice of the same is provided to the prospective investors
through advertisements in a leading national daily newspaper on or before
such earlier date of Issue Closure or initial date of Issue closure, as the case
may be.
Issue Period Shall mean between the period between the Issue Opening Date and Issue
Closing Date, both dates inclusive.
Karvy Karvy Investor Services Limited
Lead Brokers [●]
Lead Managers ICICI Securities Limited, A.K. Capital Services Limited, Trust Investment
Advisors Private Limited and Srei Capital Markets Limited

Market Lot One (1) NCD
Members of Syndicate Members of Syndicate includes Lead Managers, Co-Lead Managers Brokers
to the Issue and Sub Brokers.
Non Institutional Investors Category II Persons eligible to apply for the issue which includes
Companies, bodies corporate and societies, registered under the applicable
laws in India, and authorized to invest in the NCDs; Trusts settled under the
Indian Trusts Act, 1882, public/private charitable/religious trusts settled
and/or registered in India under applicable laws, which are authorized to
invest in the NCDs; Resident Indian scientific and/or industrial research
organizations, authorized to invest in the NCDs; Partnership firms formed
under applicable laws in India in the name of the partners, authorized to
invest in the NCDs; and Limited liability partnerships formed and registered
under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of
2009), authorized to invest in the NCDs,
Non-Institutional Portion Portion of Applications received from Category II persons who are eligible
to apply grouped together across all Series of NCDs
6
Term Description
Prospectus The Prospectus to be issued and filed with the ROC in accordance with the
SEBI Debt Regulations containing inter alia the coupon rate for the NCDs
and certain other information
Public Issue Account Account opened with the Bankers to the Issue to receive monies from the
Escrow Account(s) and from the ASBA Accounts on the Designated Date
Record Date In connection with Series I, Series III and Series IV NCDs, 15 (fifteen)
Working Days prior to the date on which interest is due and payable, or the
date of maturity, or as may be prescribed by the Stock Exchange, and in
connection with Series II and Series V NCDs, 15 (fifteen) Working Days
prior to the date of maturity or as may be prescribed by the Stock Exchange.
Maturity Amount Repayment of the Face Value plus any interest that may have accrued at the
Maturity Date for Individual and / or Institutional and /or Non-Institutional
Investors, as the case may be.
Maturity Date Shall mean 3 years from Deemed Date of Allotment for Series I and Series II
NCDs, 5 Years from Deemed Date of Allotment for Series III and IV NCDs
and [●] Years from Deemed Date of Allotment for Series V NCDs
Refund Account Account opened with the Refund Bank from which refunds, if any, of the
whole or any part of the Application Amount shall be made (excluding
Application Amounts from ASBA Applicants)
Refund Bank The bank which is a clearing member and registered with SEBI under the
SEBI (Bankers to an Issue) Regulations, 1994 with whom the Refund
Account will be opened, in this case being Axis Bank Limited .
Registrar to the Issue/Registrar Karvy Computershare Private Limited
Registrar Agreement Memorandum of understanding dated July 17, 2013 entered into between the
Company and the Registrar to the Issue, in relation to the responsibilities and
obligations of the Registrar to the Issue pertaining to the Issue
Resident Indian Individuals Individual who is a person resident in India as defined under the Foreign
Exchange Management Act, 1999.
RR Investors RR Investors Capital Services Private Limited
SCSB The banks registered with the SEBI under the Securities and Exchange Board
of India (Bankers to an Issue) Regulations, 1994 offering services in relation
to ASBA, a list of which is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries or such other website as may be prescribed by the SEBI from
time to time. A list of the branches of the SCSBs where Application Forms
will be forwarded by such members of the Syndicate is available at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries .
Series Collectively the Series I, Series II, Series III, Series IV and Series V NCDs
being offered to the Applicants as stated in the section titled ‘Issue Related
Information’ beginning on page no. 120 of this Draft Prospectus.
SMC SMC Capitals Limited
Srei Caps Srei Capital Markets Limited
Stock Exchange BSE Limited
Trading Member Intermediaries registered with a Broker or a Sub-Broker under the SEBI
(Stock Brokers and Sub-Brokers) Regulations, 1992 and/or with the Stock
Exchange under the applicable byelaws, rules, regulations, guidelines,
circulars issued by Stock Exchange from time to time and duly registered
with the Stock Exchange for collection and electronic upload of Application
Forms on the electronic application platform provided by Stock Exchange.
“Transaction Registration The acknowledgement slip or document issued by any of the Members of the
Slip” or “TRS” Syndicate, the SCSBs, or the Trading Members as the case may be, to an
Applicant upon demand as proof of registration of his Application for the
NCDs.
Tripartite Agreements Tripartite Agreements both dated February 27, 2013 among our Company,
the Registrar to the Issue and NSDL and CDSL respectively for offering
depository option to the NCD Holders.
Trust Trust Investment Advisors Private Limited
Trustees / Debenture Trustee Trustees for the holders of the NCDs, in this case being Axis Trustee
Services Limited
7
Term Description
Working Day(s) All days excluding Sundays and a public holiday in Mumbai or Kolkata or at
any other payment centre notified in terms of the Negotiable Instruments
Act, 1881.
COMPANY / INDUSTRY RELATED TERMS
Term Description
“Srei Infra”, “Issuer”, “SIFL”, “the Srei Infrastructure Finance Limited, a public limited company
Company”, “we”, “us”, and “our incorporated under the Act having its registered office at ‘Vishwakarma’,
Company” 86C, Topsia Road (South), Kolkata - 700 046
AFC Asset Finance Company
ALM Asset Liability Management
Articles / Articles of Association / AOA Articles of Association of the Issuer, as amended
Auditors / Statutory Auditors Haribhakti & Co., Chartered Accountants, the statutory auditors of our
Company
Board / Board of Directors The Board of Directors of the Issuer
CC Credit Committee
Committee of Directors The Committee of Directors of the Issuer
CAR Capital Adequacy Ratio
CIC Core Investment Company
CP Commercial Paper
CRAR Capital-to-Risk-Weighted Assets Ratio
Exposure Exposure includes credit exposure (funded and non-funded credit limits)
and investment exposure. The sanctioned limit or outstanding, whichever
is higher, is our exposure as at that date. In the case of fully drawn term
loans, where there is no scope for further drawl of any portion of the
sanctioned amount, the committed/outstanding amount, as may be
applicable, is equivalent to our exposure.
Equity Shares Equity shares of face value of ` 10 each of our Company
FIMMDA Fixed Income, Money Markets and Derivatives Association
IC Investment Committee
IDF-NBFC Infrastructure Debt Fund- Non- Banking Financial Company
LC Loan Company
IFC ‘Infrastructure Finance Company’, as defined under applicable RBI
guidelines
KYC Know Your Customer
Memorandum / MOA Memorandum of Association of the Issuer, as amended
Mezzanine Debt Subordinated debt instruments secured by a charge other than an
exclusive charge or a first charge
NBFC Non-Banking Financial Company as defined under Section 45-I(f) of the
RBI Act, 1934
NBFC-MFI Non-Banking Financial Company - Micro Finance Institution
NBFC-ND-SI Systemically Important Non-Deposit Taking NBFC
NPA Non-Performing Asset
NRI Non Resident Indian
Portfolio Our aggregate outstanding loans and advances including Senior Debt,
Mezzanine Debt, debentures, unsecured loans, and investments by way
of equity and preference shares
PFI Public financial institution as defined under Section 4A of the
Companies Act, 1956
Preference Shares Preference shares of face value of ` 100 each of our Company
Promoters / our Promoters The Promoter of our Company, being Mr Hemant Kanoria
Registered Office ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata - 700 046
RC Risk Committee of the Board
Senior Debt/ Senior Loans Debt secured by exclusive charge or first charge
Srei Group Means Srei Infra and all its subsidiaries, sub-subsidiaries, associates,
joint ventures and group companies
USD United States Dollar, the official currency of the United States of
America
WCDL Working Capital Demand Loan
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Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax
Benefits”, “Regulations and Policies” on pages 169, 54 and 161 respectively, and “Financial Information”, shall
have the meanings given to such terms in these respective sections.
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FORWARD-LOOKING STATEMENTS
This Draft Prospectus contains certain forward-looking statements such as “aim”, “anticipate”, “shall”, “will”, “will
continue”, “would pursue”, “will likely result”, “expected to”, “contemplate”, “seek to”, “target”, “propose to”,
“future”, “goal”, “project”, “could”, “may”, “in management’s judgment”, “objective”, “plan”, “is likely”, “intends”,
“believes”, “expects” and other similar expressions or variations of such expressions. These statements are primarily
meant to give the investor an overview of our Company’s future plans, as they currently stand. Our Company
operates in a highly competitive, dynamic and regulated business environment, and a change in any of these
variables may necessitate an alteration of our Company’s plans. Further, these plans are not static, but are subject to
continuous internal review and policies, and may be altered, if the altered plans suit our Company’s needs better.
Further, many of the plans may be based on one or more underlying assumptions (all of which may not be contained
in this Draft Prospectus) which may not come to fruition. Thus, actual results may differ materially from those
suggested by the forward-looking statements. Our Company and all intermediaries associated with this Draft
Prospectus do not undertake to inform the investor of any change in any matter in respect of which any forward-
looking statements are made.
All statements contained in this Draft Prospectus that are not statements of historical fact constitute “forward-
looking statements” and are not forecasts or projections relating to our Company’s financial performance. All
forward-looking statements are subject to risks, uncertainties and assumptions that may cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. Important factors that may cause
actual results to differ materially from our Company’s expectations include, amongst others:
 General economic and business environment in India;
 Our Company’s ability to successfully implement its strategy and growth plans;
 Our Company’s ability to compete effectively and access funds at competitive cost;
 Effectiveness and accuracy of internal controls and procedures;
 Changes in domestic or international interest rates and liquidity conditions;
 Defaults by end customers resulting in an increase in the level of non-performing assets in its portfolio;
 Rate of growth of its loan assets and ability to maintain concomitant level of capital;
 Downward revision in credit rating(s);
 Performance of the Indian debt and equity markets;
 Potential mergers, acquisitions or restructurings and increased competition;
 Changes in tax benefits and incentives and other applicable regulations, including various tax laws;
 Our Company’s ability to retain its management team and skilled personnel;
 Changes in laws and regulations that apply to NBFCs and PFIs in India, including laws that impact its
lending rates and its ability to enforce the assets financed/secured to it; and
 Changes in political conditions in India.
By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have
been estimated. Neither our Company nor any of its Directors have any obligation, or intent to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying
events, even if the underlying assumptions do not come to fruition. For further discussion of the factors that could
affect our Company’s future financial performance, see the section titled “Risk Factors” beginning on page no. 12 of
this Draft Prospectus.
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