AXIS CAPITAL

BONDS ISSUE




For additional information & risk factors please refer to the Tranche-I Prospectus
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Indian Railway Finance Corporation Ltd
Company Profile
Indian Railway Finance Corporation (IRFC), a Government of India (GoI)
undertaking, was incorporated on December 12, 1986 as a public limited
company. The GOI, Ministry of Railways incorporated the company as a
financial arm of the Indian Railways for the purpose of raising the necessary
resources for meeting the developmental needs of the Indian Railways and
is 100% owned by the President of India acting through the Ministry of
Railways (MoR).
Salient features of the BOND Issue Tranche - I
The Bonds are issued in the form of tax-free, secured, redeemable,
non-convertible bonds and the interest on the Bonds will not form
part of the total income as per provisions u/s. 10 (15) (iv) (h) of I.T.
Act, 1961
Credit rating agency CRISIL has rated the Bonds under this offer as
CRISIL AAA/Stable and ICRA has rated the Bonds as [ICRA]AAA
and CARE has rated the Bonds as CARE AAA. Instruments with this
rating are considered to have the highest safety regarding timely
servicing of financial obligations. Such instruments carry lowest
credit risk.
The Bonds issued by the Company will be secured by creating a first
pari-passu charge on the movable assets of the Company comprising of
rolling stock such as wagons, locomotives and coaches, present and
future, as may be agreed between the Company and the Debenture
Trustee, pursuant to the terms of the Debenture trust Deed and
applicable laws. The Company shall create DRR of 25% of the value of
Bonds allotted for the redemption of the Bonds.
The Bonds bear an attractive coupon rate as details below:

Period 10 Years 15 Years
Series of Bonds Series-IA Series-IB Series-IIA Series-IIB
Coupon Rate for Category
I, II & III(p.a.)
8.23% -- 8.40% --
Coupon Rate
Category IV(p.a.)
-- 8.48% -- 8.65%
Issuance will be in dematerialized form or in physical form (except
for Eligible QFIs), at the option of Applicants.
In case of over-subscription; THE ALLOTMENT SHALL BE ON FIRST
CUM FIRST SERVE BASIS for All Category Investors.
The bonds will be listed on BSE & NSE facilitating trading of these
bonds.
Investors can pledge or hypothecate these bonds to avail loans.


Issue highlights
Issue size: Rs.8,663 Crs*
*Issue of Rs 1,500 crores with an option
to retain over-subscription upto Rs.7,163
crores, aggregating up to the shelf limit
of Rs.8,663 crores.
Face value: Rs 1,000
Minimum Application: Rs 5,000
or 5 Bonds.
Issue summary
Issue opens:
Monday, 6
th
January 2014

Issue closes:
Monday, 20
th
January 2014^
^The Issue may close on such earlier date
or extended date as may be decided by
the company.
Lead managers: Axis Capital Ltd, SBI
Capital Markets Ltd, A.K.Capital Services
Ltd, ICICI Securities Ltd, Kotak Mahindra
Capital Co Ltd.,
Registrar: Karvy Computershare Pvt. Ltd.
Debenture Trustees: SBICap Trustee
Company Limited.
Credit Ratings
Credit rating by CRISIL
Rating
Issue Type
CRISIL AAA/Stable BONDs
Credit rating by ICRA
Rating Issue Type
ICRA AAA BONDs
Credit rating by CARE
Rating Issue Type
CARE AAA BONDs

The rating of CRISIL, ICRA and CARE
indicates highest degree of safety
regarding timely servicing of financial
obligations. Such instruments carry very
lowest credit risk. The ratings provided by
CRISIL, ICRA and CARE may be revised or
withdrawn at any time by the assigning
rating agency and should be evaluated
independently of any other rating.




Category of investors

Particulars
Category I Category II Category III Category IV
Qualified Institutional Buyers
(QIBs)
Corporates
High Networth
Individuals (HNIs)
Retail Individual
Investors (RIIs)
Reservation for
each category
Up to 10%
of issue size
Up to 30%
of issue size
Up to 20%
of issue size
Up to 40%
of issue size
Rs.866.30 cr for allotment to QIB
assuming Issue size of Rs.8,663 cr
Rs. 2,598.90 cr for allotment
to Corporates Portion
assuming Issue size of
Rs.8,663 cr
Rs.1,732.60 cr for
allotment to HNI
Portion assuming Issue
size of Rs.8,663cr
Rs. 3,465.20cr for
allotment to Retail
Portion assuming Issue
size of Rs.8,663 cr
Who can Apply
Foreign Institutional Investors and
sub-accounts (other than a sub
account which is a foreign
corporate or foreign individual)
registered with SEBI including
Sovereign Wealth Funds, Pension
and Gratuity Funds registered
with SEBI as FIIs;
Public Financial Institutions,
scheduled commercial banks,
multilateral and bilateral
development financial
institutions, state industrial
development corporations, which
are authorised to invest in the
Bonds;
Provident funds and pension
funds with minimum corpus of
Rs.25 crores, which are
authorised to invest in the Bonds;
Insurance companies registered
with the IRDA;
National Investment Fund set up
by resolution no. F. No. 2/3/2005-
DDII dated 23.11.2005 of the
Government of India published in
the Gazette of India;
Insurance funds set up and
managed by the army, navy or air
force of the Union of India or set
up and managed by the
Department of Posts, India;
Mutual funds registered with SEBI;
Alternative Investment Funds,
subject to investment conditions
applicable to them under the
Securities and Exchange Board of
India (Alternative Investment
Funds) Regulations, 2012.
Companies within the
meaning of clause 20 of
section 2 of the Companies
Act, 2013;
Statutory bodies/
corporations;
Cooperative banks;
Trusts including Public/
private/ charitable/
religious trusts;
Limited Liability
Partnership
Regional rural banks;
Partnership firms;
Eligible QFIs not being an
individual;
Association of Persons;
Societies registered under
the applicable law in India
and authorized to invest in
Bonds; and
Any other legal entities
authorised to invest in the
Bonds, subject to
compliance with the
relevant regulations
applicable to such entities.
The following
investors applying for
an amount
aggregating to above
Rs.10 lakhs across all
Series of Bonds in each
Tranche Issue:

Resident Indian
individuals;
Eligible NRIs on a
repatriation or non
repatriation basis;
Hindu Undivided
Families through the
Karta; and
Eligible QFIs being
an individual.

The following investors
applying for an
amount aggregating
upto and including
Rs.10 lakhs across all
Series of Bonds in each
Tranche Issue:

Resident Indian
individuals;
Eligible NRIs on a
repatriation or non
repatriation basis;
Hindu Undivided
Families through the
Karta; and
Eligible QFIs being an
individual.
*With regard to Section 372A(3) of the Companies Act, 1956, kindly refer to Ministry of Corporate Affairs, GoI, General Circular No. 6/ 2013, dated
March 14, 2013 which clarifies that in cases where the effective yield (effective rate of return) on tax free bonds is greater than the yield on the
prevailing bank rate, there is no violation of Section 372A(3) of the Companies Act, 1956.

Who cannot
apply
Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by minors must
be made through Application Forms that contain the names of both the minor Applicant and the guardian);
Foreign nationals, other than Eligible QFIs and except as may be permissible under CBDT Notification or under
applicable law including but not limited to regulations, circulars, guidelines etc. stipulated by RBI and/or SEBI;
Foreign nationals including FIIs, QFIs and NRIs who are (i) based in the USA, and/or, (ii) domiciled in the USA, and/or,
(iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA;
Overseas Corporate Bodies; x Indian Venture Capital Funds; x Foreign Venture Capital Investors;
Persons ineligible to contract under applicable statutory/ regulatory requirements;




Investment Options:

Options Tranche-I Series-I Tranche-I Series-II
Interest Payment Annual Annual
Face Value of Bonds Rs. 1,000
Tenor 10 Years 15 Years
Minimum Application Rs. 5,000/- ( 5 Bonds) individually or collectively across all the series
In Multiple of Rs.1,000 ( 1 BOND )
Put /Call Option There is no put/call option for the Bonds
Options/Series of Bonds Series-I A Series-I B Series-II A Series-II B
Coupon Rate/Annulised Yield for
Category I, II & III Applicants (% p.a.)
8.23% -- 8.40% --
Coupon Rate/Annulised Yield for
Category IV Applicants (% p.a.)
-- 8.48% -- 8.65%
Interest payment Date
First Interest on April 15, 2014 and subsequently on April 15 every year except the last interest
payment along with the redemption amount.
Redemption Amount Repayment of the Face Value plus any interest that may have accrued at the Redemption Date
Security
The Bonds will be secured by creating a first pari-passu charge on the movable assets of the
Company comprising of rolling stock such as wagons, locomotives and coaches by a first pari passu
charge, present and future, as may be agreed between the Company and the Debenture Trustee,
pursuant to the terms of the Debenture Trust Deed and applicable laws.
Nature of Indebtedness and
Ranking / Seniority
The claims of the Bondholders shall rank pari-passu inter-se and shall be superior to the claims of
any unsecured creditors of the Company and subject to applicable statutory and/or regulatory
requirements, rank pari passu to the claims of creditors of the Company secured against charge on
the movable assets comprising of rolling stock such as wagons, locomotives and coaches.
Interest on Application Amounts
received
Interest on Application Amounts on the amount Allotted, subject to deduction of income tax under
the provisions of the I-Tax Act, as applicable, to any Applicants to whom Bonds are allotted (except
for ASBA Applicants) pursuant to the Issue from the date of realization* of the cheque(s)/demand
draft(s) upto one day prior to the Deemed Date of Allotment, at the rate of 8.23% p.a., and 8.40%
p.a. on Tranche I Series IA and Series IIA respectively for Allottees under Category I, Category II and
Category III Portion, and at the rate of 8.48% p.a., and 8.65% p.a. on Tranche I Series IB and Series
IIB respectively for Allottees under Category IV Portion.
Interest on Application Amounts liable
to be Refunded
Interest on Application Amounts which is liable to be refunded to the Applicants (other than
Application Amounts received after the Issue Closure Date, and ASBA Applicants) subject to
deduction of income tax under the provisions of the I-Tax Act, as applicable, from the date of
realisation* of the cheque(s)/demand draft(s)/any other mode or three days from the date of
receipt of the Application (being the date of presentation of each Application as acknowledged by
the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at
the rate of 5% p.a.
* In the event that such date of realization of the cheque(s)/ demand draft(s) is not ascertainable in terms of banking records, Company shall pay
interest on Application Amounts on the amount Allotted /which are liable to be refunded from 3 Working Days from the date of upload of each
Application on the electronic Application platform of the Exchanges upto one day prior to the Deemed Date of Allotment, at the aforementioned rate.
Note: In pursuance of CBDT Notification and for avoidance of doubts, it is clarified as under:
a. The coupon rates indicated under the Tranche-I Prospectus shall be payable only on the Portion of Bonds allotted to RIIs in the Issue. Such coupon is
payable only if on the Record Date for payment of interest, the Bonds are held by investors falling under RIIs Category viz Category IV.
b. In case the Bonds allotted against the Prospectus are transferred by RIIs to Non-RIIs(as on Record Date) viz, Qualified Institutional Buyers, Domestic
Corporates and/or High Networth Individuals, the coupon rate on such Bonds shall stand at par with coupon rate applicable to respective category
of investors.
c. If the Bonds allotted against the Tranche-I Prospectus are sold/ transferred by the RIIs to investor(s) who fall under the RIIs category as on the
Record Date for payment of interest, then the coupon rates on such Bonds shall remain unchanged;
d. If on any Record Date, the original RII allotee(s)/ transferee(s) hold the Bonds under the Prospectus for an aggregate face value amount of over Rs.
10 Lakh, then the coupon rate applicable to such RII allottee(s)/transferee(s) on Bonds under the Prospectus shall stand at par with coupon rate
applicable to Non-RIIs.
e. Bonds allotted under the Tranche-I Prospectus shall carry coupon rates indicated above till the respective maturity of Bonds irrespective of Category
of holder(s) of such Bonds;
f. For the purpose of classification and verification of status of the RII Category of Bondholders, the aggregate face value of Bonds held by the
Bondholders in all the Series of Bonds, allotted under the respective Tranche Issue shall be clubbed and taken together on the basis of PAN of the 1
st

holder.
Source: Tranche-I Prospectus




AXIS CAPITAL LIMITED
Registered office: Axis House, 8th Floor, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai 400 025. Tel: +91
22 4325 2525; Fax: +91 22 4325 3000
www.axiscapital.co.in
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