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SREI INFRASTRUCTURE FINANCE LIMITED Our Company was originally incorporated in New Delhi by the name Shri Radha Krishna Export Industries Limited with the Registrar of Companies, New Delhi (in accordance with the Companies Act 1956 as a public limited Company to undertake lease and hire purchase financing, bill discounting and manufacture and export of certain goods. Our Company’s name was changed to Srei International Limited on May 29, 1992 and further changed to Srei International Finance Limited with effect from April 12, 1994 to reflect its focus on financial services. The name of our Company was further changed from Srei International Finance Limited to its existing name Srei Infrastructure Finance Limited on August 31, 2004. Our Company is registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934. For details regarding change in the registered office see “History and Main Objects” on page 84 of this Prospectus. Registered Office: ‘Vishwakarma’, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542; Corporate Office: 6A Kiran Shankar Roy Road, Kolkata 700 001, West Bengal, India; Tel: +91 33 6499 0230 / 6499 0243; Fax: +91 33 2262 3220; Website: www.srei.com; Corporate Identification No: L29219WB1985PLC055352, Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Vice President, Srei Infrastructure Finance Limited, ‘Vishwakarma’, 86C, Topsia Road (South), Kolkat a - 700 046 Phone: +91 33 6160 7734, Fax: +91 33 2285 8501, Email-id: [email protected] PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE “COMPANY” OR THE “ISSUER”) OF 750,000 SECURED REDEEMABLE NON- CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH (THE “DEBENTURES” OR THE “NCDS”), FOR AN AMOUNT UPTO ` 750 MILLION (BASE ISSUE”) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO ADDITIONAL 750,000 NCDS OF ` 1,000/- EACH ,FOR AN AMOUNT UPTO ` 750 MILLION, AGGREGATING TO ` 1,500 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 Secur ities) Regulations, 2008, as amended (the “Debt Regulations”). PROMOTER: MR HEMANT KANORIA For details of our Promoter, please see “Our Promoter” on page 97 of this Prospectus. GENERAL RISK Investors are advised to read the section titled “Risk Factorscarefully 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. 13 of this Prospectus before making an investment in this Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), any registrar of companies or any stock exchange in India. COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date And Maturity Amount of the NCDs, attention of the investors is invited to the section titled “Terms of the Issuestarting on page no. 143 of this Prospectus. For details relating to Eligible Investors please see “The Issue” on page 35 of this Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 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 Credit Analysis &Research Limited (“CARE”) pursuant to letter dated November 8, 2012 and revalidated by letter dated April 14, 2014 and ‘BWR AA (BWR Double A)’by Brickwork Ratings India Private Limited (“BRICKWORK”) pursuant to letter dated June 19, 2013 and revalidated by letter dated April 30, 2014. 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 Prospectus for the rationale of the above ratings. PUBLIC COMMENTS The Draft Prospectus dated March 31, 2014 was filed with BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (together “Stock Exchanges”) pursuant to the provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days till April 9, 2014. LISTING The NCDs offered through this Prospectus are proposed to be listed on BSE and NSE. BSE vide letter bearing reference no. DCS/SP/PI-BOND/02/14-15 dated April 9, 2014 and NSE vide letter bearing reference no. NSE/LIST/236004-N dated April 11, 2014 has granted their ‘in-principle’ approvals for the Issue. 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 ICICI Centre H.T. Parekh Marg Churchgate, Mumbai 400 020 Maharashtra, India Tel : +91 22 2288 2460 Fax : +91 22 2282 6580 E-mail : [email protected] Investor Grievance Email: [email protected] Website : www.icicisecurities.com Contact Person: Mr Sumit Agarwal / Ms Neha Verma Compliance Officer : Mr Subir Saha SEBI Registration No: INM000011179 A. K. Capital Services Limited 30-39 Free Press House, 3rd Floor, Free Press Journal Marg, 215, Nariman Point, Mumbai 400021 Tel: +91 22 6754 6500/ 6634 9300; Fax: +91 22 6610 0594 Email: [email protected] Investor Grievance Email: [email protected] Website: www.akcapindia.com Contact Person: Ms Akshata Tambe / Mr Siddharth Shah Compliance Officer: Mr Vikas Agarwal SEBI Registration No.: INM000010411 SPA Capital Advisors Limited 25,C Block ,Community Centre Janak Puri ,New Delhi -110 058 India Tel : +91 11 4567 5500, 2551 7371 Fax : +91 11 2553 2644 Email: [email protected] Investor Grievance E mail: [email protected] Website: www.spacapital.com Contact Person: Mr Nitin Somani / Ms Ashi Sood Compliance Officer: Mr Sanjay Gupta SEBI Registration No.: INM000010825 Srei Capital Markets Limited* ‘Vishwakarma’, 86C, Topsia Road (South) Kolkata 700 046 West Bengal, India Tel: +91 33 6602 3845 Fax: +91 33 2285 7542 Email: [email protected] Investor Grievance E mail: [email protected] Website: www.srei.com Contact Person: Mr Manoj Agarwal Compliance Officer: Mr Manoj Agarwal SEBI Registration No.: INM000003762 Axis Trustee Services Limited Axis House, 2 nd Floor Bombay Dyeing Mills Compound Pandurang Budhkar Marg Mumbai 400 025 Tel: +91 22 2425 5206 Fax: +91 22 2425 4200 Email: [email protected] Investor Grievance Email : [email protected] Website:www.axistrustee.com Contact Person: Mr Neelesh Baheti Compliance Officer: Mr D J Bora SEBI Registration No.: IND000000494 CO-LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE Karvy Investor Services Limited Hallmark Business Plaza, 7 th Floor, Sant Dynaneshwar Marg, Opp: Gurunank Hospital, Bandra - East Mumbai 400 051 Maharashtra, India Tel: +91 22 6149 1500 Fax: +91 22 6149 1515 Email: [email protected] Investor Grievance E mail: [email protected], [email protected] Website: www.karvy.com Contact Person: Mr Sumit Singh Compliance Officer : Mr V Madhusudhan Rao SEBI Registration No.: INM000008365 Integrated Enterprises (India) Limited 15, 1 st Floor, Modern House Dr. V.B. Gandhi Marg, (Forbes Street), Fort Mumbai 400 023 Tel :+91 224066 1800 Fax :+91 222287 4676 E-mail : [email protected] Investor Grievance E-mail ID: [email protected] Website: www.integratedindia.in Contact person: Mr V Krishnan Compliance Officer: Mr Suresh Babu K SEBI Registration No: INM000002640 RR Investors Capital Services Private Limited 47, MM, Road Rani Jhansi Marg, Jhandelwalan, New Delhi- 110055, India Tel :+91 11 2363 6362 - 63 Fax :+91 11 2363 6746 E-mail : [email protected] Investor Grievance E-mail ID: [email protected] Website: www.rrfcl.com / www.rrfinance.com Contact person: Mr Anurag Awasthi Compliance Officer: Mr Ravi Kant Goyal SEBI Registration No: INM000007508 SMC Capitals Limited 302-303, Enterprise Centre, Near Orchid Hotel, Nehru Road, Vile Parle (East), Mumbai-400099 Telephone number: +91 22 66481818 Fax number: +91 22 66481850 E-mail: [email protected] Investor Grievance E-mail ID: [email protected] Website: www.smccapitals.com Compliance Officer: Mr Sanjeev Barnwal Contact person: Mr Sanjeev Barnwal SEBI Registration No.: INM000011427** Bajaj Capital Limited Unit No.941, Building No. 9, 4 th Floor, Solitaire Corporate Park, Andheri Kurla Road, Chakala Andheri (East), , Mumbai 400 093 Telephone No.: +91 22 4009 9999 Fax: +91 22 4009 9911 Email: [email protected] Investor Grievance E-mail ID: [email protected] Website: www.bajajcapital.com Compliance officer: Mr P. Janardhan Contact person: Sumit Dudani SEBI Reg. No. INM000010544 Karvy Computershare Private Limited Plot No. 17 to 24, Vithalrao Nagar Madhapur, Hyderabad 500 081 Toll Free No.1-800-3454001 Tel: +91 40 4465 5000 Fax: +91 40 2343 1551 Investor Grievance Email: [email protected] Website: www.karisma.karvy.com Compliance Officer: Mr Rakesh Santalia Contact Person: Mr M. Murali Krishna SEBI Registration No.: INR000000221 *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 SMC Capitals Limited one of the Co-Lead Managers as a merchant banker has expired on December 30, 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 September 25, 2013 to SEBI. The approval of SEBI in this regard is awaited. ISSUE PROGRAMME ISSUE OPENS ON: MAY 9, 2014 ISSUE CLOSES ON: JUNE 9,2014 # # The Issue shall remain open for subscription from 10 A.M. to 5 P.M. (Indian Standard Time) during 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, pursuant to regulation 4(4) of SEBI Debt Regulations, by its letter dated March 21, 2014 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in this 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 has been delivered for registration with the Registrar of Companies, Kolkata, West Bengal (“RoC”) in terms of Section 26 of the Companies Act 2013 (“Companies Act 2013”), along with the endorsed/certified copies of all requisite consents and documents. For further details please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page no. 200 of this Prospectus. Prospectus Dated May 5, 2014

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  • SREI INFRASTRUCTURE FINANCE LIMITED

    Our Company was originally incorporated in New Delhi by the name Shri Radha Krishna Export Industries Limited with the Registrar of Companies, New Delhi (in accordance with the

    Companies Act 1956 as a public limited Company to undertake lease and hire purchase financing, bill discounting and manufacture and export of certain goods. Our Companys name was

    changed to Srei International Limited on May 29, 1992 and further changed to Srei International Finance Limited with effect from April 12, 1994 to reflect its focus on financial services.

    The name of our Company was further changed from Srei International Finance Limited to its existing name Srei Infrastructure Finance Limited on August 31, 2004. Our Company is

    registered as a Non-Banking Financial Company within the meaning of the Reserve Bank of India Act, 1934. For details regarding change in the registered office see History and Main

    Objects on page 84 of this Prospectus.

    Registered Office: Vishwakarma, 86C, Topsia Road (South), Kolkata 700 046; Tel: +91 33 6160 7734; Fax: +91 33 2285 7542; Corporate Office: 6A Kiran Shankar Roy Road, Kolkata 700 001, West Bengal, India; Tel: +91 33 6499 0230 / 6499 0243; Fax: +91 33 2262 3220;

    Website: www.srei.com; Corporate Identification No: L29219WB1985PLC055352,

    Compliance Officer to the Issue: Mr Samir Kumar Kejriwal, Vice President, Srei Infrastructure Finance Limited, Vishwakarma, 86C, Topsia Road (South), Kolkata - 700 046

    Phone: +91 33 6160 7734, Fax: +91 33 2285 8501, Email-id: [email protected]

    PUBLIC ISSUE BY SREI INFRASTRUCTURE FINANCE LIMITED (THE COMPANY OR THE ISSUER) OF 750,000 SECURED REDEEMABLE NON-

    CONVERTIBLE DEBENTURES OF FACE VALUE OF ` 1,000/- EACH (THE DEBENTURES OR THE NCDS), FOR AN AMOUNT UPTO ` 750 MILLION (BASE ISSUE) WITH AN OPTION TO RETAIN OVERSUBSCRIPTION UPTO ADDITIONAL 750,000 NCDS OF ` 1,000/- EACH ,FOR AN AMOUNT UPTO ` 750 MILLION, AGGREGATING TO ` 1,500 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 Secur ities) Regulations, 2008, as amended (the Debt

    Regulations).

    PROMOTER: MR HEMANT KANORIA

    For details of our Promoter, please see Our Promoter on page 97 of this Prospectus.

    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. 13 of

    this Prospectus before making an investment in this Issue. This document has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange

    Board of India (SEBI), the Reserve Bank of India (RBI), any registrar of companies or any stock exchange in India.

    COUPON RATE, COUPON PAYMENT FREQUENCY, MATURITY DATE, MATURITY AMOUNT & ELIGIBLE INVESTORS

    For details relating to Coupon Rate, Coupon Payment Frequency, Maturity Date And Maturity Amount of the NCDs, attention of the investors is invited to the section titled Terms of the Issue

    starting on page no. 143 of this Prospectus. For details relating to Eligible Investors please see The Issue on page 35 of this Prospectus.

    ISSUERS ABSOLUTE RESPONSIBILITY

    The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 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 Credit Analysis &Research Limited (CARE) pursuant to letter dated November 8, 2012 and revalidated by letter dated April

    14, 2014 and BWR AA (BWR Double A)by Brickwork Ratings India Private Limited (BRICKWORK) pursuant to letter dated June 19, 2013 and revalidated by letter dated April 30, 2014.

    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 Prospectus for the rationale of the above ratings.

    PUBLIC COMMENTS

    The Draft Prospectus dated March 31, 2014 was filed with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) (together Stock Exchanges) pursuant to the

    provisions of SEBI Debt Regulations and was open for public comments for a period of 7 Working Days till April 9, 2014.

    LISTING

    The NCDs offered through this Prospectus are proposed to be listed on BSE and NSE. BSE vide letter bearing reference no. DCS/SP/PI-BOND/02/14-15 dated April 9, 2014 and NSE vide letter

    bearing reference no. NSE/LIST/236004-N dated April 11, 2014 has granted their in-principle approvals for the Issue. 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

    ICICI Centre

    H.T. Parekh Marg

    Churchgate, Mumbai 400 020

    Maharashtra, India

    Tel : +91 22 2288 2460

    Fax : +91 22 2282 6580 E-mail : [email protected]

    Investor Grievance Email:

    [email protected]

    Website : www.icicisecurities.com

    Contact Person: Mr Sumit Agarwal /

    Ms Neha Verma

    Compliance Officer : Mr Subir Saha

    SEBI Registration No: INM000011179

    A. K. Capital Services Limited

    30-39 Free Press House, 3rd Floor, Free Press

    Journal Marg, 215, Nariman Point, Mumbai

    400021

    Tel: +91 22 6754 6500/ 6634 9300;

    Fax: +91 22 6610 0594

    Email: [email protected] Investor Grievance Email:

    [email protected]

    Website: www.akcapindia.com

    Contact Person: Ms Akshata Tambe /

    Mr Siddharth Shah

    Compliance Officer: Mr Vikas Agarwal

    SEBI Registration No.: INM000010411

    SPA Capital Advisors Limited

    25,C Block ,Community Centre

    Janak Puri ,New Delhi -110 058

    India

    Tel : +91 11 4567 5500, 2551 7371

    Fax : +91 11 2553 2644

    Email: [email protected] Investor Grievance E mail:

    [email protected]

    Website: www.spacapital.com

    Contact Person: Mr Nitin Somani /

    Ms Ashi Sood

    Compliance Officer: Mr Sanjay Gupta

    SEBI Registration No.: INM000010825

    Srei Capital Markets Limited*

    Vishwakarma,

    86C, Topsia Road (South)

    Kolkata 700 046

    West Bengal, India

    Tel: +91 33 6602 3845

    Fax: +91 33 2285 7542 Email: [email protected]

    Investor Grievance E mail:

    [email protected]

    Website: www.srei.com

    Contact Person: Mr Manoj Agarwal

    Compliance Officer: Mr Manoj Agarwal

    SEBI Registration No.: INM000003762

    Axis Trustee Services Limited

    Axis House, 2nd Floor

    Bombay Dyeing Mills Compound

    Pandurang Budhkar Marg

    Mumbai 400 025

    Tel: +91 22 2425 5206

    Fax: +91 22 2425 4200 Email: [email protected]

    Investor Grievance Email : [email protected]

    Website:www.axistrustee.com

    Contact Person: Mr Neelesh Baheti

    Compliance Officer: Mr D J Bora

    SEBI Registration No.: IND000000494

    CO-LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

    Karvy Investor Services Limited

    Hallmark Business Plaza, 7th Floor,

    Sant Dynaneshwar Marg, Opp:

    Gurunank Hospital, Bandra - East Mumbai 400 051

    Maharashtra, India

    Tel: +91 22 6149 1500

    Fax: +91 22 6149 1515

    Email: [email protected]

    Investor Grievance E mail:

    [email protected], [email protected]

    Website: www.karvy.com

    Contact Person: Mr Sumit Singh

    Compliance Officer : Mr V

    Madhusudhan Rao

    SEBI Registration No.: INM000008365

    Integrated Enterprises (India)

    Limited 15, 1st Floor, Modern House

    Dr. V.B. Gandhi Marg, (Forbes Street), Fort

    Mumbai 400 023

    Tel :+91 224066 1800

    Fax :+91 222287 4676

    E-mail : [email protected]

    Investor Grievance E-mail ID:

    [email protected]

    Website: www.integratedindia.in

    Contact person: Mr V Krishnan

    Compliance Officer: Mr Suresh Babu

    K

    SEBI Registration No: INM000002640

    RR Investors Capital Services

    Private Limited

    47, MM, Road Rani Jhansi Marg,

    Jhandelwalan, New Delhi- 110055, India

    Tel :+91 11 2363 6362 - 63

    Fax :+91 11 2363 674