DISCLOSURE OF TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY MERCHANT BANKERS

Transcription

1 DISCLOSURE OF TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY MERCHANT BANKERS NAME OF THE ISSUER: INFRASTRUCTURE DEVELOPMENT FINANCE COMPANY LIMITED [since renamed IDFC LIMITED] (TRANCHE 3, FY 2012) Sr. No. Particulars 1) Type of issue (IPO/ FPO) Public Issue by Infrastructure Development Finance Company Limited (the "Company" or the "Issuer") of long term infrastructure bonds with a face value of Rs. 5,000 each, in the nature of secured, redeemable, non-convertible debentures, having benefits under section 80 CCF of the Income Tax Act, 1961 (the "Bonds"), not exceeding Rs. 5,000 crores for the Financial Year (the "Shelf Limit"). The bonds will be issued in one or more tranches subject to the Shelf Limit for the financial year under the Shelf Prospectus filed with the ROC, Stock Exchanges and SEBI on September 29, 2011 and the respective tranche prospectus. The third tranche of bonds, for an amount not exceeding Rs. 3,700 crores, shall be issued on the terms set out in the Prospectus - Tranche 3 dated March 12, 2012 and the Corrigendum. 2) Issue size (Rs. crores) Not exceeding Rs. 3,700 crores 3) Rating of Instrument along with name of the rating agency (i) As disclosed in the offer document: Rated 'Fitch AAA(ind)' by Fitch and '(ICRA) AAA' by ICRA Limited (ii) At the end of March 31, 2013 : Rated 'IND AAA' by Fitch and '(ICRA) AAA' by ICRA Limited (1) (iii) At the end of March 31, 2014 : Rated 'IND AAA' by Fitch and '(ICRA) AAA' by ICRA Limited (2) (iv) At the end of March 31, 2015 : NA (3) (1) Credit rating as per the last updated data from the Company (2) Half yearly reports dated October 31, 2013 and April 25,2014 filed with BSE (3) Not disclosed as the reporting for the relevant years has not been completed

2 4) Whether the security created is adequate to ensure 100% asset cover for the debt securities Yes (as on March 31, 2014) Source- Half yearly reports dated October 31, 2013 and April 25,2014 filed with BSE 5) Subscription level (number of times): Amount received against allotment in Tranche 3 Bonds is Rs crores. No minimum subscription / base issue size. Source- Post Issue Report dated April 20, ) Financials of the issuer (as per the annual financial results submitted to stock exchanges under Clause 41 of the listing agreement) (Rs. in Crore) Parameters March 31, 2013 (1) March 31, 2014 (1) March 31, 2015 (2) Income from operations 8, ,761.4 N.A. Net Profit for the period 1, ,802.7 N.A. Paid-up equity share capital 1, ,516.3 N.A. Reserves excluding revaluation reserves 12, ,524.0 N.A. Notes: (1) Source: As per consolidated annual financial results submitted to exchanges (2) Not Available as the relevant period has not yet been completed 7) Status of the debt securities (whether traded, delisted, suspended by any stock exchange, etc.) Particulars (i) at the end of 1 st FY (March 31, 2013) (ii) at the end of 2 nd FY (March 31, 2014) Status Listed on BSE and NSE but not traded due to a statutory lock-in for a period of five years from the date of Allotment. The securities are locked in upto March 31, 2017 (1) Listed on BSE and NSE but not traded due to a statutory lock-in for a period of five years from the date of Allotment. The securities are locked in upto March 31, 2017 (1)

3 (iii) at the end of 3 rd FY (March 31, 2015) N.A. (2) (1) In accordance with the Notification No 50/2011.F.No.178/43/2011-SO (ITA.1) dated September 9, 2011 issued by the Central Board of Direct Taxes, the Bonds shall be locked-in for a period of 5 years from the Deemed Date of Allotment. (2) Not Available as the relevant period has not yet been completed 8) Change, if any, in directors of issuer from the disclosures in the offer document (See Clause 30 of the listing agreement) Time frame Name of Director Particulars of Change (i) at the end of 1 st FY (March 31, 2013) Mr. Rajiv B. Lall Redesignated as Vice Chairman and Managing Director from Managing Director and CEO Mr. Vikram Limaye Redesignated as Deputy Managing Director from Whole-time Director Mr. Sunil Soni Appointed Mr. Bimal Julka Resigned Mr. Abdul Rahim Abu Bakar Resigned Mr. Joseph Dominic Silva Appointed Mr. Sunil Soni Resigned Ms. Snehlata Shrivastava Appointed (ii) at the end of 2 nd FY (March 31, 2014) Mr. Deepak Parekh Resigned as Chairman Mr. Shardul Shroff Resigned (iii) at the end of 2 nd FY (March 31, 2015) (1) N.A. N.A. Source: Filings made with the stock exchanges (1) As on the last updated date (June 30, 2014) 9) Status of utilization of issue proceeds (as submitted to stock exchanges under Clause 19A of the listing agreement for debt securities) (i) as disclosed in the offer document The proceeds of the Issue shall be utilized towards 'infrastructure lending' as defined by the RBI in the regulations issued by it from time to time

4 (ii) Actual utilization The entire amount raised in Tranche 3 has been utilized towards lending to Infrastructure projects. Source- Certificate from Statutory Auditor of the company (iii) Reasons for deviation, if any N.A. 10) Delay or default in payment of interest/ principal amount (Yes/ No) (If yes, further details of the same may be given) (i) Disclosures in the offer document on terms of Issue No delay/ default. (ii) Delay in payment from the due date No. Source: Half yearly reports dated October 31, 2013 and April 25,2014 filed with BSE (iii) Reasons for delay / non-payment, if any N.A. 14) Any other material information Date March 21, 2012 April 2, 2012 April 12, 2012 Particulars Infrastructure Development Finance Company Ltd has informed BSE that the Committee for allotment of Infrastructure Bonds, duly authorized by the Board of Directors of the Company, has allotted 13,51,349 Bonds having Face value and Issue Price of Rs.5,000 aggregating Rs 6,75,67,45,000 at its meeting held on March 21,2012. Infrastructure Development Finance Company Ltd has submitted to BSE a copy of Three Day Report dated April 02, 2012 submitted to the SEBI. Further the Company has informed that the Issue closed for subscription on March 30, 2012 and the total sum of Rs Million was collected as application money. Infrastructure Development Finance Company Ltd has informed BSE that the Committee for allotment of Infrastructure Bonds, duly authorized by the Board of Directors of the Company, has allotted 3,58,331 Bonds having Face value and issue price of Rs.5,000 aggregating Rs. 1,79,16,55,000/- at its meeting held on

5 April 18, 2012 May 8, 2012 April 11, Infrastructure Development Finance Company Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on May 8, 2012, inter alia, to discuss and approve, the Annual Audited Accounts for the year ended March 31, 2012 and recommendation of dividend, if any, for the financial year Infrastructure Development Finance Company Ltd has announced the following results for the quarter & year ended March 31, 2012: The Unaudited results for the Quarter ended March 31, 2012 The Company has posted a net profit after tax of Rs million for the quarter ended March 31, 2012 as compared to Rs million for the quarter ended March 31, Total Income has increased from Rs million for the quarter ended March 31, 2011 to Rs million for the quarter ended March 31, The Audited results for the Year ended March 31, 2012 The Company has posted a net profit after tax of Rs million for the year ended March 31, 2012 as compared to Rs million for the year ended March 31, Total Income has increased from Rs million for the year ended March 31, 2011 to Rs million for the year ended March 31, The Consolidated Results are as follows: The Unaudited consolidated results for the Quarter ended March 31, 2012 The Group has posted a net profit after tax, Minority Interest and Share of Profit of associates of Rs million for the quarter ended March 31, 2012 as compared to Rs million for the quarter ended March 31, Total Income has increased from Rs million for the quarter ended March 31, 2011 to Rs million for the quarter ended March 31, The Audited consolidated results for the Year ended March 31, 2012 The Group has posted a net profit after tax, Minority Interest and Share of Profit of associates of Rs.

6 May 8, 2012 May 9, 2012 May 25, million for the year ended March 31, 2012 as compared to Rs million for the year ended March 31, Total Income has increased from Rs million for the year ended March 31, 2011 to Rs million for the year ended March 31, Infrastructure Development Finance Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 08, 2012, inter alia, has recommended payment of dividend for the financial year ended March 31, 2012 at the rate of 23% i.e. Rs. 2.30/- per share, subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend if approved by the shareholders at the Annual General Meeting will be paid by end of July Infrastructure Development Finance Company Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 08, 2012, appointed Mr. Sunil Soni, Additional Secretary, Department of Financial Services, Ministry of Finance, (MOF), Government of India (GOI) as a nominee Director of MOF, GOI on the Board of the Company in place of Mr. Bimal Julka with effect from May 08, Infrastructure Development Finance Company Ltd has informed BSE that: Dr. Rajiv B. LalI, who has been heading the Company as the Managing Director & CEO since 2005, will now be re-designated as the Vice Chairman & Managing Director (VC & MD) of the Company. June 5, 2012 June 8, 2012 Further, Mr. Vikram Limaye, who has been working as the Whole-time Director since 2008, will now be redesignated as the Deputy Managing Director (DMD) of the Company. Infrastructure Development Finance Company Ltd has informed BSE that the Register of Members & Share Transfer Books of the Company will remain closed from June 30, 2012 to July 09, 2012 (both days inclusive) for the purpose of Payment of Dividend & 15th Annual General Meeting (AGM) of the Company to be held on July 09, The dividend at the rate of Rs.2.30 per equity share for the financial year ended March 31, 2012 as recommended by the Board, if approved by the shareholders, will be dispatched/ remitted commencing from July 10, Infrastructure Development Finance Company Ltd has informed BSE that the Board of Directors had approved, subject to necessary regulatory approvals, the Change of the name of the Company from

7 "Infrastructure Development Finance Company Limited to "IDFC Limited. The Reserve Bank of India vide their letter dated June 05, 2012 has issued its No-Objection for the proposed change of name of the Company. The Registrar of Companies (ROC) Tamil Nadu, Chennai, has vide its approval dated June 07, 2012 confirmed the availability of the said name. Further, the said item shall form a part of the agenda of the Notice of the ensuing Annual General Meeting to he held on July 09, 2012, for the approval of the shareholders. July 20, 2012 Infrastructure Development Finance Company Ltd has informed BSE that Registrar of Companies (ROC), Tamil Nadu, Chennai, Andaman and Nicobar Islands has issued a Fresh Certificate of Incorporation dated July 20, 2012, consequent upon Change of Name of "Infrastructure Development Finance Company Limited" to "IDFC Limited" August 14, 2012 IDFC Ltd has announced the following results for the quarter ended June 30, 2012: The Unaudited results for the Quarter ended June 30, 2012 The Company has posted a net profit after tax of Rs million for the quarter ended June 30, 2012 as compared to Rs million for the quarter ended June 30, Total Income has increased from Rs million for the quarter ended June 30, 2011 to Rs million for the quarter ended June 30, October 26, 2012 IDFC Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 26, 2012, appointed Mr. Joseph Dominic Silva as a Non Independent Non-Executive Director on the Board of the Company in place of Mr. Abdul Rahim Abu Bakar with effect from October 26, February 1, 2013 IDFC Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 01, 2013, appointed Ms. Snehlata Shrivastava, Additional Secretary, Department of Financial Services, Ministry of Finance, (MOF), Government of India (GOI) as a nominee Director of MOF, GOI on the Board of the Company in place of Mr. Sunil Soni with effect from February 01, May 2, 2013 IDFC Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 01, 2013, has made the following changes in the organizational structure of the Company : 1. Mr. Deepak Parekh has stepped down as Founding Chairman of IDFC, but will remain associated with the Company in a new role as Chairman of IDFC's Advisory Council, a consultative body, comprising 3-4 eminent persons to be constituted in the coming months.

8 2. Dr. Rajiv B Lall, currently serving as Vice Chairman & Managing Director (VC & MD) of IDFC has been appointed as Executive Chairman (EC) of the Company. 3. Mr. Vikram Limaye, currently serving as Deputy Managing Director (DMD) of IDFC has been appointed as Managing Director & CEO (MD & CEO) of the Company. Further the Company has informed that all the above changes will be effective from close of business hours of May 01, 2013 and subject to the ratification of the shareholders at the ensuing Annual General Meeting. May 6, 2013 IDFC Ltd has informed BSE that the Committee of Directors for allotment of shares met on May 06, 2013, and allotted 73,299 fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS) May 20, 2013 IDFC Ltd has informed BSE that on May 20, 2013, pursuant to IDFC Employee Stock Option Scheme 2007, the Company has granted to its employee 1,16,667 options equivalent to 1,16,667 equity shares at a price of Rs per equity share June 17, 2013 IDFC Ltd has informed BSE that The Committee of Directors for allotment of shares met on June 17, 2013 and allotted 190,349 fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS). June 18, 2013 IDFC Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 18, 2013, has approved a resolution for making an application to the Reserve Bank of India (RBl) for obtaining a Banking License, based on the Guidelines for Licensing of New Banks in the Private Sector dated February 22, 2013 and the associated clarifications issued by RBI on June 03, 2013 July 4, 2013 IDFC Ltd has informed BSE that the 16th Annual General Meeting (AGM) of the Company will be held on July 29, July 5, 2013 IDFC Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on July 29, 2013, inter alia, to discuss and approve, the Unaudited Financial Results (subjected to Limited Review by Auditors) for the quarter ended June 30, 2013 (Q1). July 12, 2013 IDFC Ltd has informed BSE that the Committee of Directors for allotment of shares met on July 12, 2013 and allotted fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS). July 29, 2013 IDFC Ltd has informed BSE that the 16th Annual General Meeting (AGM) of the Company was held on July 29, 2013

9 IDFC Ltd has announced the following results for the quarter ended June 30, 2013: The Unaudited results for the Quarter ended June 30, 2013 The Company has posted a net profit after tax of Rs million for the quarter ended June 30, 2013 as compared to Rs million for the quarter ended June 30, Total Income has increased from Rs million for the quarter ended June 30, 2012 to Rs million for the quarter ended June 30, The Consolidated Results are as follows: The Unaudited results for the Quarter ended June 30, 2013 The Group has posted a net profit after tax, Minority Interest and Share of Profit of Associates of Rs million for the quarter ended June 30, 2013 as compared to Rs million for the quarter ended June 30, Total Income has increased from Rs million for the quarter ended June 30, 2012 to Rs million for the quarter ended June 30, July 31, 2013 IDFC Ltd has informed BSE regarding the details of Voting results at the 16th Annual General Meeting (AGM) of the Company was held on July 29, 2013, under Clause 35A. August 1, 2013 IDFC Ltd has informed BSE that on August 01, 2013, pursuant to IDFC Employee Stock Option Scheme 2007, the Company has granted to its employee 2,00,000 options equivalent to 2,00,000 equity shares at a price of Rs per equity share. September 2, 2013 IDFC Ltd has informed BSE that on September 02, 2013, pursuant to IDFC Employee Stock Option Scheme 2007, the Company has granted to its employee 60,000 options equivalent to 60,000 equity shares at a price of Rs per equity share. September 16, 2013 IDFC Ltd has informed BSE that the Committee of Directors for allotment of shares met on September 16, 2013 and allotted 797,650 fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS). October 1, 2013 IDFC Ltd has informed BSE that on October 01, 2013, pursuant to IDFC Employee Stock Option Scheme

10 2007, the Company has granted to its employee 4,00,000 options equivalent to 4,00,000 equity shares at a price of Rs per equity share. November 14, 2013 IDFC Ltd has informed BSE that the Committee of Directors for allotment of shares met on November 14, 2013 and allotted fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS). November 18, 2013 IDFC Ltd has informed BSE that on November 18, 2013, pursuant to IDFC Employee Stock Option Scheme 2007, the Company has granted to its employee 2,00,000 options equivalent to 2,00,000 equity shares at a price of Rs per equity share. December 19, 2013 IDFC Ltd has informed BSE that: "Background: The Reserve Bank of India ( RBI ) announced guidelines dated February 22, 2013 ( the said Guidelines ), on Licensing of New Banks in Private Sector. In accordance with the said Guidelines, the Company filed an application seeking banking license from the RBI on July 01, At the time of making application to the RBI for banking license, the then applicable ceiling limit on the shareholding of Foreign Institutional Investors (FIIs)/ SEBI approved sub-accounts of FIIs, Foreign Direct Investment (FDI), Foreign Nationals, Non-resident Indians (NRIs) and Overseas Corporate Bodies (OCBs) [collectively referred to as the Foreign Shareholding ] was 74% and the actual Foreign Shareholding was around 53.17%. The said Guidelines, inter alia provided that the promoters eligible to promote a bank should be owned and controlled by residents. In light of these provisions, the Company had, in its application to the RBI, undertaken to limit the ceiling of the Foreign Shareholding to below 50% if IDFC were to get a banking licence. Accordingly, the Company obtained the approval of its shareholders at the Annual General Meeting of the Company held on July 29, 2013 for restricting the Foreign Shareholding to 54% (given that the then actual Foreign Shareholding was %) and thereafter the said limit of 54% was made effective. However, since the said Guidelines require the eligible promoters of a bank to be owned and controlled by residents, it is necessary for the Company to bring down the Foreign Shareholding to less than 50%, should the Company be granted Bank License. Board Resolution:

11 Towards the same, the Board of Directors on December 19, 2013 passed a Circular Resolution approving Postal Ballot process for seeking an enabling resolution from the shareholders to authorize the Board of Directors to keep reducing ceiling limit of the Foreign Shareholding from existing 54% to 49.9% in various stages as and when the actual Foreign Shareholding goes down. Foreign Shareholding as on December 06, 2013 was 51.27%. Please note that in case the Company does not receive the banking license from RBI, the Company will take steps to reinstate the ceiling on the Foreign Shareholding back up to 74%, subject to complying with the then prevailing guidelines January 8, 2014 Pursuant to IDFC Code of Conduct for Prevention of Insider Trading in shares of the Company, the Trading Window shall remain closed for dealing in the Company s shares for all the Board Members and Employees and their respective Dependent Family Members from January 18, 2014 to February 03, 2014 (both days inclusive). January 31, 2014 IDFC Ltd has informed BSE that has announced the following results for the quarter ended December 31, 2013: The Unaudited Standalone results for the Quarter ended December 31, 2013 The Company has posted a net profit of Rs million for the quarter ended December 31, 2013 as compared to Rs million for the quarter ended December 31, Total Income has increased from Rs million for the quarter ended December 31, 2012 to Rs million for the quarter ended December 31, The Consolidated Results are as follows: The Unaudited Consolidated results for the Quarter ended December 31, 2013 The Group has posted a net profit after taxes, Minority Interest and Share of Profit of Associates of Rs million for the quarter ended December 31, 2013 as compared to Rs million for the quarter ended December 31, Total Income has increased from Rs million for the quarter ended December 31, 2012 to Rs million for the quarter ended December 31, March 03, 2014 IDFC Ltd has informed BSE that on March 03, 2014, pursuant to IDFC Employee Stock Option Scheme 2007, the Company has granted to its employees 12,50,000 options equivalent to 12,50,000 equity shares at a price of Rs per equity share. March 18, 2014 IDFC Ltd has informed BSE that the Committee of Directors for allotment of shares met on March 18, 2014

12 and allotted 67,885 fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS). April 3, 2014 IDFC Ltd has informed BSE that Reserve Bank of India (RBI) vide its Press Release No: / 1945 dated April 02, 2014 has granted in-principle approval to IDFC Limited to set up a Bank, under the Guidelines on Licensing of New Banks in the Private Sector issued on February 22, June 4, 2014 IDFC Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 03, 2014, has transacted the following: 1. at the meeting held on June 03, 2014, the Board approved the matters pertaining to Companies Act, 2013, including re-appointment of Independent Directors, constitution of the Nomination and Remuneration Committee and establishment of Vigil Mechanism and amendment to the Whistle Blower Policy etc. 2. Further, consequent upon receipt of the In-Principle approval for the Banking License from Reserve Bank of India on April 09, 2014, the Board discussed and approved, among other items, the following matters relating to the banking business: A. In Principle approval for the proposed Domestic Fund Raising (Follow-on Public Offer/ Preferential Offer), to bring down the Foreign Shareholding in IDFC below 50%. The said proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. B. Nomination of Dr. Rajiv B. Lall as the Executive Vice Chairman of the Banking Company, as and when that is set up, subject to the approval of the Board of Directors and the shareholders of the proposed Bank and the Reserve Bank of India. June 12, 2014 IDFC Ltd has informed BSE that the Committee of Directors for allotment of shares met on June 12, 2014 and allotted 5,45,829 fully paid up equity shares of Rs. 10/- each to the employees of the Company in terms of the Employee Stock Option Scheme (ESOS). June 18, 2014 IDFC Ltd has informed BSE that the Register of Members & Share Transfer Books of the Company will remain closed from July 19, 2014 to July 29, 2014 (both days inclusive) for the purpose of Payment of Dividend & 17th Annual General Meeting (AGM) of the Company to be held on July 29, The dividend at the rate of Rs per equity share for the financial year ended March 31, 2014 as recommended by the Board, if approved by the shareholders at the AGM, will be dispatched/ remitted

13 June 27, 2014 commencing from July 30, IDFC Ltd has informed BSE that pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, IDFC is providing the facility to its Members holding shares in physical or dematerialized form to exercise their right to vote by electronic means on all or any of the business specified in the Notice convening the AGM. Accordingly, for the purpose of determining the shareholders eligible to cast their votes electronically, the Company has fixed June 30, 2014 as the cut-off date. The Company has engaged the services of Karvy Computershare Private Limited to provide the e-voting facility. E-voting letter shall be sent to the Members holding shares of the Company as on June 30, Any person, who becomes a member of the Company after June 30, 2014, i.e. cut-off date and continues to hold shares till July 18, 2014 i.e. record date, would be entitled to cast his/her vote electronically on all of the businesses specified in the Notice convening the AGM, if he/she requests for the same to the Company. For further information please refer stock exchange websites and