Indian Railway Finance Corporation (IRFC), a Government of India undertaking, was incorporated on Dec 1986 as a public limited company. IRFC is 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.

Salient features  

  •  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
  • In case of over-subscription; Allotment on First Cum First Serve basis for All Category Investors.
  • Credit rating given by major credit rating agencies are as follows

CRISIL –   CRISIL AAA/Stable

ICRA   –  [ICRA]AAA

CARE –  CARE AAA

Instruments with above rating are considered to have the highest safety regarding timely servicing of financial obligations. Such instruments carry lower 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 (wagons, locomotives & coaches) by a first pari passu charge, present and future, as may be agreed between the Co. and the Debenture Trustee, pursuant to the terms of the Debenture Trust Deed.  The Company shall create DRR of 50% of the value of Bonds issued and allotted for the redemption of the Bonds.
  • The Bonds bears  coupon rate; 7.18% p.a. for 10 Years and 7.34% p.a. for 15 Years for Category I, II, III & IV Applicants along with Step up Coupon of 0.50% for Retail Investor investing upto Rs.10 Lakh.
  • IRFC shall pay interest on application money on the amount allotted to the applicants other than ASBA applicants, at the rate of 7.18%p.a. and 7.34%p.a. on Tranche I Series I and Series II respectively for allottees under category I, II & III portion and at the rate of 7.68%p.a. and 7.84%p.a. on Tranche I Series I and Series II respectively for allottees under Category IV portion.
  • Interest on refund of application amount:  5% p.a. on the monies liable to be refunded to the applicants other than Application Amounts received after the closure of the Issue and ASBA applicants.
  • Issuance will be in DEMAT as well as Physical form.
  • The bonds will be listed on BSE & NSE facilitating trading of these bonds.
  • Investors can pledge or hypothecate these bonds to avail loans.

Company Profile

1. Indian Railway Finance Corporation Limited (“IRFC”) was established in 1986 as the financing arm of the Indian Railways and is 100% owned by the President of India acting through the Ministry of Railways (“MoR”).

2. IRFC has made profits and paid dividends in last five financial years. Equity Capital: Rs. 2,352.00 Cr., Net worth 5,699.79 Cr. and Total Debt Equity Ratio at 8.26 on 30.09.2012.

3. For the Fiscal Year 2011-12 Total Revenu eRs. 4,643 Cr (YoY growth 21%) and PBT 1,013 Cr (YoY Growth 13%).

4. IRFC has a strategically important role in the business of raising funds for the MoR since MoR relies primarily on IRFC for external funding of its rolling stock.

5. Till March 31, 2012 IRFC has funded Rs. 82,447 Crore for rolling stock, Rs. 2,078 Cr for Railway Projects.

6. IRFC has been funding around 25% of Indian Railways Capex. Current year Railway CapexRs. 60,100 Cr and I RFC share Rs. 15,000 cr. (based on the budgeted estimate for the FY 2013)

7. IRFC leases rolling stocks for 30 years and recovers full amount of principal invested and related interest in primary lease period of 15 years.

8. Lease Agreement with the Indian Railways provides that in the event of IRFC falling short of funds to redeem the bonds on maturity and/or to repay the term loans owing to inadequate cash flows during the year, the MoR will make good such short-falls, through bullet payments in advance to be set off through mutual agreement against future lease rentals, before the time of maturity of the related bonds/ term loans.

9. Borrowings Targets of IRFC and lease rentals form part of Railways Budget passed by Parliament.

10. Single Owner Single Client being Indian Railways, no NPA. Forex Risk, Rate of interest fluctuations and Rolling Stock Maintenance etc. being with Indian Railways.

11. As on for the period ended 30.9. 2012, IRFC had only 19 employees. Further, IRFC had a balance sheet size of Rs. 68,447 Cr, Overhead to Turnover ratio of 0.12%, Total outstanding borrowing of Rs. 47,053 Cr as on 30.09.2012.

12. Highest Credit Rating by domestic credit rating agencies ICRA, CRISIL and CARE, Credit rating at par with Sovereign by international credit rating agencies FITCH, Moody’s, JCRA and S&P.

13. IRFC Tax Free Bonds Issue (with a Base Issue Size of Rs. 1,000 Cr. with an option to retain over subscription upto the Shelf Limit i.e. Rs. 8,886.40Cr) opens on 21st January, 2013 and closes on 29th January 2013 at 7.18% for 10 year and 7.34% for 15 year for all investors other than retail investors and at 7.68%* for 10 year and 7.84%* for 15 year for retail investors.

14. Listing on BSE and NSE.

Issue Structure:

Maturity: The Series -I Bonds maturity of 10 years and Series -II Bonds maturity will be 15 Years.

Face Value: Each Bond has face value of Rs 1,000 each.

Minimum application: Rs 5,000 or 5 bonds. The bonds can be of the same series or across different series.

STATEMENT OF TAX BENEFITS

Under the current tax laws, the following possible tax benefits, inter alia, will be available to the Bond Holder. This is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of the Bond, under the current tax laws presently in force in India. The benefits are given as per the prevailing tax laws and may vary from time to time in accordance with amendments to the law or enactments thereto. The Bond Holder is advised to consider in his own case the tax implications in respect of subscription to the Bond after consulting is tax advisor as alternate views are possible interpretation of provisions where under the contents of is statement of tax benefit is formulated may be considered differently by income tax authority, government, tribunals or court. We are not liable to the Bond Holder in any manner for placing reliance upon the contents of this statement of tax benefits.

A. INCOME TAX

1. Interest from Bond do not form part of Total Income.

(a) In exercise of power conferred by item (h) of sub clause (iv) of clause (15) of Section 10 of the Income Tax Act, 1961 the Central Government vide notification no 46/2012.F.No.178/60/2012-(ITA.I)dated 6th November 2012 and corrigendum thereof vide notification no. 50/2012-Income Tax dated November 15, 2012 authorizes our Company to issue during the Financial year 2012-13, tax free, secured, redeemable, non-convertible bonds of rupee 1,000 each in case of public issue for the aggregate amount of ` 10,00,000 lakhs subject to the other following conditions that –

(i) It shall be mandatory for the subscribers of such bonds to furnish their permanent account number to the issuer.

(ii) The holder of such bonds must register his or her name and holding with the issuer.

(iii) The tenure of the bonds shall be ten or fifteen years.

(iv) There shall be a ceiling on the coupon rates based on the reference Government security (G-sec) rate;

(v) The reference G-sec rate would be the average of the base yield of G-sec for equivalent maturity reported by Fixed Income Money Market and Derivative Association of India (FIMMDA) on a daily basis (working day) prevailing for two weeks ending on the Friday immediately preceding the filing of the final prospectus with the Exchange or Registrar of Companies (ROC) in case of public issue and the issue opening date in case of private placement.

(vi) The ceiling coupon rate for AA rated issuers shall be the reference G-sec rate less 50 basis points in case of Retail Individual Investor (RII); and reference G-sec less 100 basis points in case of other investor segments, like Qualified Institutional Buyers (QIBs), Corporate and High Net Worth Individuals (HN Is);

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(vii) In case the rating of the issuer entity is above AA, a reduction of 15 basis points shall be made in the ceiling rate, as compared to the ceiling rate for AA rated entities [as given in clause (vi)];

(viii) These ceiling rates shall apply for annual payment of interest and in case the schedule of interest payments is altered to semi-annual, the interest rates shall be reduced by 15 basis points;

(ix) The higher rate of interest, applicable to retail investors, shall not be available in case the bonds are transferred, except in case of transfer to legal heir in the event of death of the original investor.

(x) At least 75% of aggregate amount of bonds shall be raised through public issue. 40% of such public shall be earmarked for retail investors.

Total issue expenses shall not exceed 0.5% of the issue size in case of public issue.

The issue expense would include all expenses relating to the issue like brokerage, advertisement, printing, registration etc.

The brokerage, in cases of different categories, shall be limited to the following ceilings:-

(i) QIB – 0.05%

(ii) Corporate – 0.1%

(iii) HNI – 0.15%

(iv) RII- 0.75%

(b) Section 10(15)(iv)(h) to be read with Section 14A(1) provides that in computing the total income of a previous year of any person, interest payable by any public sector company in respect of such bonds or  debentures and subject to such conditions, including the condition that the holder of such bonds or debentures registers his name and the holding with that company, as the Central Government may, by notification in the Official Gazette, specify in this behalf shall not be included;

Section 2(36A) of the IT Act defines ―Public Sector Company_ as any corporation established by or under any state Central, State, Provincial Act or a Government company as defined section 617 of the companies Act, 1956.

(c) Accordingly, pursuant to the aforesaid notification, interest from bond will be exempt from income tax.

(d) Since the interest Income on these bonds is exempt, no Tax Deduction at Source is required.

(e) Under section 195 of the Income Tax Act, Income Tax shall be deducted from sum payable to non residents on the long term capital gain and short term capital gain arising on sale and purchase of bonds at the rate specified in the Finance Act of the relevant year or the rate or rates of the income tax specified in an agreement entered into by the Central Government under section 90, or an agreement notified by the Central Government under section 90A, as the case may be.

However under section 196D, No deduction of tax shall be made from income arising by way of capital gain to Foreign Institutional Investors.

2. CAPITAL GAIN

(a) Under section 2 (29A) of the I.T. Act, read with section 2 (42A) of the I.T. Act, a listed Bond is treated as a long term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.

Under section 112 of the I.T. Act, capital gains arising on the transfer of long term capital assets being listed securities are subject to tax at the rate of 20% of capital gains calculated after reducing indexed cost of acquisition or 10% of capital gains without indexation of the cost of acquisition. The capital gains will be computed by deducting expenditure incurred in connection with such transfer and cost of acquisition/indexed cost of acquisition of the bonds from the sale consideration.

However as per third proviso to section 48 of Income tax act, 1961, benefits of indexation of cost of acquisition under second proviso of section 48 of Income tax Act, 1961 is not available in case of bonds and debenture, except capital indexed bonds. Thus, long term capital gain tax can be considered 10% on listed bonds without indexation.

Securities Transaction Tax (“STT”) is a tax being levied on all transactions in specified securities done on the stock exchanges at rates prescribed by the Central Government from time to time. STT is not applicable on transactions in the Bonds.

In case of an individual or HUF, being a resident, where the total income as reduced by the long term capital gains is below the maximum amount not chargeable to tax i.e. ` 2,00,000 in case of all individuals, ` 250,000 in case of resident senior citizens and ` 500,000 in case of resident very senior citizens, the long term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such long-term capital gains shall be computed at the rate of ten per cent in accordance with and the proviso to sub-section (1) of section 112 of the I.T. Act read with CBDT Circular 721 dated September 13, 1995.

A 2% education cess and 1% secondary and higher education cess on the total income tax (including surcharge for corporate only) is payable by all categories of tax payers.

(b) Short-term capital gains on the transfer of listed bonds, where bonds are held for a period of not more than 12 months would be taxed at the normal rates of tax in accordance with and subject to the provision of the I.T. Act.

The provisions related to minimum amount not chargeable to tax, surcharge and education cess described at Para 2 (a) above would also apply to such short-term capital gains.

(c) Under Section 54 EC of the I.T. Act and subject to the conditions and to the extent specified therein, long term capital gains arising to the bondholders on transfer of their bonds in the company shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so invested, the exemption shall be proportionately reduced. However, if the said notified bonds are transferred or converted into money within a period of three years from their date of acquisition,

The amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. Where the benefit of Section 54 EC of the I.T. Act has been availed of on investments in the notified bonds, a deduction from the income with reference to such cost shall not be allowed under Section 80 C of the I.T. Act. The investment made in the notified bonds by an assessee in any financial year cannot exceed Rs. 50 lakhs.

(d) As per the provisions of section 54F of the Income Tax Act, 1961 and subject to conditions specified therein, any long-term capital gains (not being residential house) arising to Bond Holder who is an individual or Hindu Undivided Family, are exempt from capital gains tax if the entire net sales considerations is utilized, within a period of one year before, or two years after the date of transfer, in purchase of a new residential house, or for construction of residential house within three years from the date of transfer. If part of such net sales consideration is invested within the prescribed period in a residential house, then such gains would be chargeable to tax on a proportionate basis.

Provided that the said Bond Holder should not own more than one residential house at the time of such transfer. If the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long term capital gains in the year in which such residential house is transferred. Similarly, if the Bond Holder purchases within a period of two years or constructs within a period of three years after the date of transfer of capital asset, another residential house (other than the new residential house referred above), then the original exemption will be taxed as capital gains in the year in which the additional residential house is acquired.

(e) The income by way of short term capital gains or long term capital gains (not covered under Section 10(38) of the IT Act) realized by FIIs on sale of security in the Company would be taxed at the following rates as per Section 115AD of the I.T. Act.

• Short term capital gains- 30% (plus applicable surcharge and education cess).

• Long term capital gains – 10% without cost indexation (plus applicable surcharge and education cess)

As per section 90(2) of the IT Act, the provision of the IT Act would not prevail over the provision of the tax treaty applicable to the non-resident to the extent such tax treaty provisions are more beneficial to the non resident. Thus, a non resident can opt to be governed by the beneficial provisions of an applicable tax treaty

3. PROFIT AND LOSS

In case the Bonds are held as stock in trade, the income on transfer of bonds would be taxed as business income or loss in accordance with and subject to the provisions of the I.T. Act.

4. TAXATION ON GIFT

As per section 56(2) (vii) of the I.T. Act, in case where individual or Hindu undivided Family receives bond from any person on or after 1st October, 2009

A. without any consideration, aggregate fair market value of which exceeds fifty thousand rupees, then the whole of the aggregate fair market value of such bonds/debentures or;

B. for a consideration which is less than the aggregate fair market value of the Bond by an amount exceeding fifty thousand rupees, then the aggregate fair market value of such property as exceeds such consideration;

shall be taxable as the income of the recipient.

Provided further that this clause shall not apply to any sum of money or any property received-

(a) from any relative; or

(b) on the occasion of the marriage of the individual; or

(c) under a will or by way of inheritance; or

(d) in contemplation of death of the payer or donor, as the case may be; or

(e) from any local authority as defined in the Explanation to clause (20) of section 10; or

(f) from any fund or foundation or university or other educational institution or hospital or other medical institution or any trust or institution referred to in clause (23C) of section 10; or

(g) from any trust or institution registered under section 12AA.

B. WEALTH TAX

Wealth-tax is not levied on investment in bond under section 2(ea) of the Wealth-tax Act, 1957.

C. PROPOSALS MADE IN DIRECT TAXES CODE

The Hon‘ble Finance Minister has presented the Direct Tax Code Bill, 2010 (“DTC Bill”) on August 30, 2010. The DTC Bill is likely to be presented before the Indian Parliament thereafter. Accordingly, it is currently unclear what effect the Direct Tax Code would have on the investors.

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