shriram transport finance company limited...complex, bandra (east), mumbai - 400 051 tel no: +91 22...

Disclosure Document as per SEBI (Issue & Listing of Debt Securities)Regulations, 2008, as amended from time to time

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Private & Confidential – Not for Circulation

DISCLOSURE DOCUMENT

[As per SEBI (Issue & Listing of Debt Securities) Regulations, 2008, as amended from time to time]

Shriram Transport Finance Company Limited

A Public Limited Company Incorporated under the Companies Act, 1956 (Registered as a Non-Banking Financial Company within the

meaning of the Reserve Bank of India Act, 1934 (2 of 1934))

Registered Office: Mookambika Complex, 3rd Floor, No. 4, Lady Desika Road, Mylapore, Chennai, Tamil Nadu- 600004 Tel No: +91

44 2499 0356 Fax: +91 44 2499 3272 Corporate Office: Wockhardt Towers, Level - 3, West Wing, C-2, G Block, Bandra-Kurla

Complex, Bandra (East), Mumbai - 400 051 Tel No: +91 22 4095 9595 Fax: +91 22 4095 9596/97 Website: www.stfc.in Contact Person: Mr. Parag Sharma – Chief Financial Officer; E-mail: [email protected]

DISCLOSURE UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008, As

Amended from time to time (“DEBT REGULATIONS”)

ISSUE:

Disclosure Document for Private Placement of 4000 (Four Thousand only) Secured Redeemable Non-Convertible Debentures of Rs.

10,00,000/- each for cash at par aggregating upto Rs. 400 crores (hereinafter referred to as the “Debentures”).

GENERAL RISKS:

For taking an investment decision, investors must rely on their own examination of the Issue and the Disclosure Document

including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor

does SEBI guarantee the accuracy or adequacy of this Disclosure Document.

CREDIT RATING:

The Debentures have been rated “AA+” (pronounced CARE AA+) by CARE for Rs. 400 crores vide letter dated 21st March, 2013.

Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such

instruments carry very low credit risk.

The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be

subject to revision or withdrawal at any time by the assigning rating agency. The rating obtained is subject to revision at any point of

time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc.

ISSUER’S ABSOLUTE RESPONSIBILTY:

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Disclosure Document 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

Disclosure Document is true and correct in all material respects and is not misleading in any respect, that the opinions and intentions

expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of

such information or the expression of any such opinions or intentions misleading in any respect.

LISTING:

The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the BSE Limited (“BSE” or the “Stock

Exchange”).

DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor,

17, R Kamani Marg,

Ballard Estate, Mumbai – 400 001

Tel: +91 22 4080 7000

Fax: + 91 22 6631 1776

Website: www.idbitrustee.co.in

REGISTRAR TO THE ISSUE

Integrated Enterprises (India) Limited

2nd Floor, Kences Towers, No. 1, Ramakrishna Street,

North Usman Road, T. Nagar, Chennai - 600 017

Tel: + 91 44 2814 0801, +91 44 2814 0802, +91 44 2814 0803

Fax:+91 44 2814 2479

Email:[email protected]

ARRANGERS TO THE ISSUE

mailto:[email protected]

http://www.idbitrustee.co.in/


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Standard Chartered Bank

Crescenzo, C- 38/39

G Block, Bandra Kurla Complex

Bandra (E), Mumbai 400051

Phone: +91 22 6115 8934

Fax: +91 22 6115 7700

Email: [email protected]

EQUATOR CORPORATE SERVICES (P) lTD.

407, Business Park, Chincholi Junction,

S. V. Road, Malad (w), Mumbai - 400 064

Phone no. 022-67929999

[email protected]

HDFC Bank Limited

Investment Banking Division, First Floor, Trade World,

A-Wing, Kamala Mills, S.B.Marg, Lower Parel - (W),

Mumbai - 400 013.

Tel No. : 3383 9235

Fax No. : 4080 4114

This schedule is prepared in conformity with SEBI (Issue & Listing of Debt Securities) Regulations, 2008, As amended from time to time issued vide circular no. LAD-

NRO/GN/2008/13/127878 dated June 6, 2008 (referred in this document “SEBI guidelines”) for private placement and is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debentures to be issued by the Issue.

DEFINITIONS AND ABBREVIATIONS

The Company / Issuer / We / Our

Company/ Us

Shriram Transport Finance Company Limited having its Registered Office at Mookambika

Complex, No. 4, Lady Desika Road, Mylapore, Chennai – 600 004, Tamil Nadu, India.

Application Form The form in which an investor can apply for subscription to the Debentures

Allotment Intimation An advice informing the allottee of the number of Letter(s) of Allotment/ Debenture(s) allotted

to him in Electronic (Dematerialised) Form

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the

Issue

Articles Articles of Association of the Company

Board Board of Directors of the Company or a Committee thereof

Credit Rating Agency (s) Credit Analysis and Research Limited

Coupon Payment Date Date of payment of interest on the Debentures

Date of Allotment The date on which Allotment for the Issue is made, which shall be deemed to take place on the

same day as the Pay-in Date.

Debentures/ NCDs/Bonds Secured Redeemable Non-Convertible Debentures of face value of Rs.10 Lakhs each

aggregating to Rs. 400 crores to be issued by Shriram Transport Finance Company Limited

Debenture Holder

The investors who are Allotted Debentures and the holders of Debentures from time to time and

where the context admits, the term shall be deemed to include the allottees of the Debentures,

before the Debentures have been issued.

Debenture Trustee Trustee for the Debenture holders, in this case being Company Limited

Depository/ies National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited

(CDSL)

DP Depository Participant

FEMA Regulations The Regulations framed by the RBI under the provisions of the Foreign Exchange Management

Act, 1999, as amended from time to time




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FII Foreign Institutional Investor (as defined under the Securities and Exchange Board of India

(Foreign Institutional Investors) Regulations, 1995) registered with SEBI

I.T. Act The Income-tax Act, 1961 as amended from time to time

Disclosure Document

Disclosure Document dated 22nd

March 2013 for Private Placement of Secured Redeemable

Non-Convertible Debentures of face value of Rs.10,00,000/- each for cash aggregating to Rs.

400 Crores to be issued by Shriram Transport Finance Company Limited

Issue Issue of Rated, Secured, Redeemable, Taxable and Non-Convertible Debentures of Rs.

10,00,000/- each aggregating to Rs. 400 Crores on a Private Placement basis

ISIN International Securities Identification Number

Memorandum / MoA Memorandum of Association of the Company

Material Adverse Effect means a material adverse effect on or a material adverse change (in the judgment of Debenture

Trustee acting on the instructions of Debenture Holders holding at least 75% of the outstanding

value of Debentures) in

(a) the business, operations, property, assets, condition (financial or otherwise) or prospects of

the Issuer ;

(b) the ability of the Issuer /Company to enter into and to perform its obligations under this

Agreement or any other related document to which the Issuer /Company is or will be a party; or

(c) the validity or enforceability of the Debenture Documents or any other related document or

the rights or remedies of Debenture Holders thereunder; which in the opinion of Debenture

Trustee (acting on the instructions of Debenture Holders holding at least 75% of the outstanding

value of Debentures) could adversely affect the Debentures.

NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall

have the same meaning as ascribed to such term in the FEMA Regulations.

Registrar/Registrar to the Issue Registrar to the Issue, in this case being Integrated Enterprises (INDIA) Ltd

ROC The Registrar of Companies, Chennai

RTGS Real Time Gross Settlement, an electronic funds transfer facility provided by RBI

RBI The Reserve Bank of India

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of

India Act, 1992 (as amended from time to time).

SEBI Regulations/ Guidelines The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations,

2008, As amended from time to time issued by SEBI.

Stock Exchange BSE Limited (BSE)

The Act The Companies Act, 1956 (as amended from time to time)


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Contents

A. ISSUER INFORMATION ................................................................................................................................................ 7

a. Name And Address Of The Following: ................................................................................................................................ 7

b. Brief Summary Of The Business / Activities Of The Issuer And Its Line Of Business ..................................................... 8

c. A Brief History Of The Company Since Its Incorporation Giving Details Of Its Following Activities: ......................... 16

d. Details Of Shareholding Of The Company As On Latest Quarter End: .......................................................................... 22

e. Following Details Regarding The Directors Of The Company: ....................................................................................... 24

f. Following Details Regarding The Auditors Of The Company: ........................................................................................ 26

g. Details Of Borrowing Of The Company, As On The Latest Quarter Ended: ................................................................... 28

h. Details Of Promoters Of The Company: ............................................................................................................................ 79

i. Abridged Version Of Audited Consolidated (Wherever Available) And Standalone Financial

Information ( Like Profit & Loss Statement, Balance Sheet And Cash Flow Statement) For At Least

Last Three Years And Auditor Qualifications , If Any. .................................................................................................. 80

j. Abridged Version Of Latest Audited / Limited Review Half Yearly Consolidated (Wherever Available)

And Standalone Financial Information (Like Profit & Loss Statement, And Balance Sheet) And

Auditors’ Qualifications, If Any. ..................................................................................................................................... 87

k. Any Material Event/ Development Or Change Having Implications On The Financials/Credit

Quality (E.G. Any Material Regulatory Proceedings Against The Issuer/Promoters, Tax

Litigations Resulting In Material Liabilities, Corporate Restructuring Event Etc) At The Time Of

Issue Which May Affect The Issue Or The Investor’s Decision To Invest / Continue To Invest In The

Debt Securities. .................................................................................................................................................................. 92

l. Name Of Debenture Trustee ............................................................................................................................................ 109

m. Rating Rationale And Credit Rating Letter Adopted By Rating Agencies ..................................................................... 109

n. Details/Copy Of Guarantee Letter Or Letter Of Comfort Or Any Other Document / Letter With

Similar Intent, If Any ...................................................................................................................................................... 109

o. Consent Letter From The Trustee .................................................................................................................................... 109

p. Names Of All The Recognized Stock Exchanges Where The Debt Securities Are Proposed To Be

Listed. ............................................................................................................................................................................... 109

q. Other Details ..................................................................................................................................................................... 109

B. ISSUE DETAILS: ............................................................................................................................................................... 118

Declaration ................................................................................................................................................................................ 122

C. ANNEXURE – I – CREDIT RATING LETTER FROM CARE ............................................................................................ 123

D. ANNEXURE – II – TRUSTEE CONSENT LETTER ............................................................................................................ 125


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DISCLAIMER

GENERAL DISCLAIMER

This document is neither a “Prospectus” nor a “Statement in Lieu of Prospectus” but a “ Disclosure Document” prepared

in accordance with Securities and Exchange Board of India (Issue & Listing of Debt Securities)Regulations, 2008, As

amended from time to time issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 6, 2008. This document does not

constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Shriram

Transport Finance Company Limited.

The document is for the exclusive use to whom it is delivered and it should not be circulated or distributed to third party/

(ies). The Issuer Company certifies that the disclosures made in this document are generally adequate and are in

conformity with the captioned SEBI Regulations. This requirement is to facilitate investors to take an informed decision

for making investment in the proposed Issue.

Apart from this Document, no offer document or prospectus has been prepared in connection with this Issue and no

prospectus in relation to the Issuer or the Debentures relating to this offer has been delivered for registration nor is such a

document required to be registered under the applicable laws.

This Document is issued by the Company and has been prepared by the Company to provide general information on the

Company to potential investors to whom it is addressed and who are eligible and willing to subscribe to the Debentures

and does not purport to contain all the information a potential investor may require. Where this Document summarizes

the provisions of any other document, that summary should not be solely relied upon and the relevant document should

be referred to for the full effect of the provisions. Neither this Document, nor any other information supplied in

connection with the Debentures is intended to provide the basis of any credit or other evaluation. Any recipient of this

Document should not consider such receipt a recommendation to purchase the Debentures. Each potential investor

contemplating the purchase of any Debentures should make its own independent investigation of the financial condition

and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult

their own legal, regulatory, tax, financial, accounting, and/or other professional advisors as to the risks and investment

considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze

such investment and the suitability of such investment to such potential investor's particular circumstances.

This Document shall not be considered as a recommendation to purchase the Debentures and recipients are urged to

determine, investigate and evaluate for themselves, the authenticity, origin, validity, accuracy, completeness, adequacy

or otherwise the relevance of information contained in this Document. The recipients are required to make their own

independent valuation and judgment of the Company and the Debentures. It is the responsibility of potential investors to

ensure that if they sell/ transfer these Debentures, they shall do so in strict accordance with this Document and other

applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the Act. The potential

investors should also consult their own tax advisors on the tax implications relating to acquisition, ownership, sale or

redemption of the Debentures and in respect of income arising thereon. Investors are also required to make their own

assessment regarding their eligibility for making investment(s) in the Debentures. The Company or any of its directors,

employees, advisors, affiliates, subsidiaries or representatives do not accept any responsibility and/ or liability for any

loss or damage however arising and of whatever nature and extent in connection with the said information.

DISCLAIMER OF THE RESERVE BANK OF INDIA

The Debentures have not been recommended or approved by the Reserve Bank of India nor does RBI guarantee the

accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be

deemed or construed that the securities have been recommended for investment by the RBI. RBI does not take any

responsibility either for the financial soundness of the Issuer Company, or the securities being issued by the Issuer

Company or for the correctness of the statements made or opinions expressed in this document. Potential investors may

make investment decision in the securities offered in terms of this Document solely on the basis of their own analysis

and RBI does not accept any responsibility about servicing/ repayment of such investment.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been filed with the [BSE] in terms of the SEBI Regulations.

It is to be distinctly understood that submission of this Disclosure Document to the [BSE] should not in any way be

deemed or construed to mean that this Disclosure Document has been reviewed, cleared or approved by the [BSE]; nor

does the [BSE] in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this

Disclosure Document, nor does the [BSE] warrant that the Issuer‟s Debentures will be listed or will continue to be listed

on the [BSE]; nor does the [BSE] take any responsibility for the soundness of the financial and other conditions of the


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Issuer, its management or any scheme or project of the Issuer.

As per the provisions of the SEBI Regulations, a copy of this Disclosure Document has not been filed with or submitted

to the SEBI, however SEBI reserves the right to take up at any point of time, with the Company, any irregularities or

lapses in this document. It is to be distinctly understood that this Disclosure Document should not in any way be deemed

or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial

soundness of any proposal for which the Debentures issued thereof is proposed to be made or for the correctness of the

statements made or opinions expressed in this Disclosure Document.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA This Shelf Disclosure Document has not been filed with Securities & Exchange Board of India (SEBI). The Securities

have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document.

It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has

been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme

or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions

expressed in this document. The issue of Debentures being made on private placement basis, filing of this document is

not required with SEBI, however SEBI reserves the right to take up at any point of time, with the Issuer Company, any

irregularities or lapses in this document.

DISCLAIMER OF THE TRUSTEE The Issuer Company confirms that all necessary disclosures have been made in the Information

Memorandum/Disclosure document including but not limited to statutory and other regulatory disclosures. Investors

should carefully read and note the contents of the Information Memorandum/Disclosure document. Each prospective

investor should make its own independent assessment of the merit of the investment in NCDs/Bonds and the Issuer

Company. Prospective Investor should consult their own financial, legal, tax and other professional advisors as to the

risks and investment considerations arising from an investment in the NCDs and should possess the appropriate

resources to analyze such investment and suitability of such investment to such investor‟s particular circumstance .

Prospective investors are required to make their own independent evaluation and judgment before making the investment

and are believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in

such instruments. The Trustees ,“ipso facto” do not have the obligations of a borrower or a Principal Debtor or a

Guarantor as to the Monies paid/invested by investors for the debentures/Bonds

DISCLAIMER OF ARRANGERS

The Issuer has authorized each of the Arrangers (each an “Arranger”) to distribute this Offer Document in connection

with the proposed Issue and the Debentures proposed to be issued.

“Arranger Company”, in relation to an Arranger, shall mean the respective company which is the Arranger itself (being

Standard Chartered Bank, HDFC Bank Limited or Equator Corporate Services Private Limited, as the case may be) and

any group, subsidiary, associate or affiliate of the Arranger Company and their respective directors, representatives or

employees and/or any persons connected with them.

Nothing in this Disclosure Document constitutes an offer of securities for sale in the United States or any other

jurisdiction where such offer or placement would be in violation of any law, rule or regulation.

The Issuer has prepared this Disclosure Document and the Issuer is solely responsible for its contents. The Issuer will

comply with all laws, rules and regulations and has obtained all regulatory, governmental and corporate approvals for the

issuance of the Debentures. All the information contained in this Disclosure Document has been provided by the Issuer

or is from publicly available information, and such information has not been independently verified by the Arranger

Company. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or

will be accepted, by the Arranger Company or its affiliates for the accuracy, completeness, reliability, correctness or

fairness of this Disclosure Document or any of the information or opinions contained therein, and the Arranger Company

hereby expressly disclaim, to the fullest extent permitted by law, any responsibility for the contents of this Disclosure

Document and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Disclosure

Document or any information or errors contained therein or any omissions therefrom. By accepting this Disclosure

Document, the Debenture Holder agrees that the Arranger Company will not have any such liability.

The Debenture Holder should carefully read and retain this Disclosure Document. However, the debenture holders are

not to construe the contents of this Disclosure Document as investment, legal, accounting, regulatory or tax advice, and

should consult with their own advisors as to all legal, accounting, regulatory, tax, financial and related matters

concerning an investment in the Debentures.


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A. ISSUER INFORMATION

a. Name and Address of the following:

Sr.

No.

Particulars Details

1. Registered Office Shriram Transport Finance Company Limited.

Mookambika Complex, No. 4, Lady Desika Road, Mylapore,

Chennai – 600004

2. Corporate Office Wockhardt Towers, Level – 3, West Wing, C-2, G Block, Bandra-

Kurla Complex, Bandra (East), Mumbai – 400 051 Tel. No.: +91-

22-4095 9595 Fax: +91-22-4095 9597/96 Website: www.stfc.in

3. Compliance Officer Mr. Vivek M Achwal

Wockhardt Towers, Level – 3, West Wing, C-2, G Block,

Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

Tel. No.: +91-22-4095 9595

Email id: [email protected]

4. Chief Finance Officer (CFO) Shri Parag Sharma

Wockhardt Towers, Level – 3, West Wing, C-2, G Block,

Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

6. Trustee to the Issue IDBI Trusteeship Services Limited

Asian Building, Ground Floor, 17, R Kamani Marg,


Tel: +91 22 4080 7000, Fax: + 91 22 6631 1776

7. Registrar to the Issue INTEGRATED ENTERPRISES (INDIA) LIMITED

Address: 2nd Floor, Kences Towers, No 1, Ramakrishna Street, Off

North Usman Road, T. Nagar Chennai – 600017., Phone No.:

914428140801

Fax No.:914428142479; e-mail: [email protected]

8. Credit Rating Agency (s) of

the Issue

Credit Analysis and Research Limited

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern

Express Highway,Everard Nagar, Sion, Mumbai, MH 400022

9. Auditor(s) of the Issuer M/s. S. R. Batliboi & Company

Chartered Accountants

6th Floor, Express Tower,

Nariman Point,

Mumbai 400021

Contact Person: Mr. Shrawan

Jalal – Partner

Contact No.: +91-22- 66579200

M/s. G. D. Apte & Company,

Chartered Accountants,

Dream Presidency,

1201/17E,Shivajinagar,

Off Apte Road, Pune 411004

Contact Person: Mr. U S

Abhyankar – Partner

Contact No.: +91-20- 25532114

http://www.stfc.in/


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b. Brief summary of the business / activities of the issuer and its line of business

i. Overview

We are the largest Indian asset financing NBFC*, with a primary focus on financing pre-owned commercial

vehicles. The D&B Research Report had named our Company as the largest asset financing NBFC in India in their

research based on various financial and non financial parameters. We are among the leading financing institutions

in the organized sector for the commercial vehicle industry in India for FTUs and SRTOs. We also provide

financing for passenger commercial vehicles, multi-utility vehicles, three wheelers and tractors. In addition, we

provide ancillary equipment and vehicle parts finance, such as loans for tyres and engine replacements, and provide

working capital facility for FTUs and SRTOs. We also provide ancillary financial services targeted at commercial

vehicle operators such as freight bill discounting and also market co-branded credit cards targeted at commercial

vehicle operators in India, thereby providing comprehensive financing solutions to the road logistics industry in

India.

* Source: The D&B Research Report, in terms of their research based on various financial and non financial

parameters.

We have recently forayed into the business of providing stock yard services, refurbishing pre-owned commercial

vehicles and construction equipment and providing a trading platform for the auctioning and sale of such pre-

owned commercial vehicles and construction equipment, showrooms for refurbished pre-owned commercial

vehicles, as well as commercial vehicles repossessed by financing companies, through our wholly-owned

subsidiary, Shriram Automall India Limited, which was incorporated on February 11, 2010.

We have also forayed into the business of providing equipment finance in connection with both new and pre-owned

construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company

Limited, which was incorporated on December 15, 2009 and received a certificate of registration dated October 8,

2010, to carry on the business of a NBFC (without accepting public deposits) from the RBI.

Our current lines of business and organisational structure are as follows:

Our Company was established in 1979 and we have a long track record of over three decades in the commercial

vehicle financing industry in India. The Company has been registered as a deposit-taking NBFC with the RBI since

September 4, 2000 under Section 45IA of the Reserve Bank of India Act, 1934. We are a part of the Shriram group

of companies which has a strong presence in financial services in India, including commercial vehicle financing,

consumer finance, life and general insurance, stock broking, chit funds and distribution of financial products such

as life and general insurance products and mutual fund products, as well as a growing presence in other businesses

such as property development, engineering projects and information technology.

Our widespread network of branches across India has been a key driver of our growth over the years. As of March

31, 2012 we had 502 branches across India, including at most of the major commercial vehicle hubs along various

road transportation routes in India. We have also strategically expanded our marketing network and operations by

entering into partnership and co-financing arrangements with private financiers in the unorganized sector involved

in commercial vehicle financing. As of March 31, 2012 our total employee strength was 15,057.

We have demonstrated consistent growth in our business and in our profitability. Our Assets Under Management

include loan assets in the books of our Company and assets that have been securitized / assigned by us.

Our Assets Under Management has grown by a compounded annual growth rate, or CAGR, of 19.74 % from Rs.

19,60,739.26 lacs (comprising Assets Under Management in the books of our Company of Rs. 15,20,683.42 lacs,


9

loan assets securitized and assigned of Rs. 4,18,610.03 lacs and portfolio managed by our Company of Rs.

21,445.81 lacs) as of March 31, 2008 on an unconsolidated basis to Rs. 40,30,662.79 lacs (comprising Assets

Under Management in the books of our Company of Rs. 22,08,048.80 lacs, and loan assets securitized and assigned

of Rs. 18,22,613.99 lacs) as of March 31, 2012 on an unconsolidated basis. Our capital adequacy ratio as of March

31, 2012 computed on the basis of applicable RBI requirements was 22.26 % on an unconsolidated basis, compared

to the RBI stipulated minimum requirement of 15.00%. Our Tier I capital as of March 31, 2012 was Rs.

4,77,200.43 lacs on an unconsolidated basis. Our Gross NPAs as a percentage of Total Loan Assets were 3.14 % as

of March 31, 2012. Our Net NPAs as a percentage of Net Loan Assets was 0.45% as of March 31, 2012 on an

unconsolidated basis.

Our total income on an unconsolidated basis increased from 2,51,504.11 lacs in fiscal 2008 to 5,89,387.66 lacs in

fiscal 2012 at a CAGR of 23.73%. Our net profit after tax increased from Rs. 38,982.65 lacs in fiscal 2008 to Rs.

1,25,744.96 lacs in fiscal 2012, at a CAGR of 34.02%.

Rs. in Lacs

Particulars As at March

31, 2008

As at March 31,

2009

As at March

31, 2010

As at March

31, 2011

As at March

31, 2012

Assets Under Management 19,60,739.26 23,35,423.75 29,18,593.48 36,18,263.3

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40,30,662.79

Net Non performing assets 13,553.78 14,746.53 12,488.76 7,445.92 9,772.14

For the

Financial

Year Ended

March 31,

2008

For the

Financial Year

Ended March

31, 2009

For the

Financial Year

ended March

31, 2010

For the

Financial

year ended

March 31,

2011

For the

Financial

year ended

March 31,

2012

Total Income 2,51,504.11 3,73,763.10 4,50,138.30 5,40,105.45 589,387.66

Net Profit after Tax 38,982.65 61,240.21 87,311.74 1,22,988.00 125,744.96

Our Strengths

We believe that the following are our key strengths:

The largest asset financing NBFC in India

The D&B Research Report had named our Company as the largest asset financing NBFC in India in their research

based on various financial and non financial parameters.

* Source: The D&B Research Report, in terms of their research based on various financial and non financial

parameters.

We primarily cater to FTUs and SRTOs and we believe we are among the leading financing institutions in the

organized sector in this particular segment. Our widespread network of 502 branches across India as of March 31,

2012 enables us to access a large customer base including in most major and minor commercial vehicle hubs along

various road transportation routes in India. We believe that our widespread branch network enables us to service

and support our existing customers from proximate locations which provide customers easy access to our services.

We have also strategically expanded our marketing and customer origination network by entering into partnership

and co-financing arrangements with private financiers involved in commercial vehicle financing. We believe our

relationship with these partners is a critical factor in sourcing new customers and enhancing reach and penetration

at low upfront capital cost. The relationships we have developed with our customers provide us with opportunities

for repeat business and to cross sell our other products as well as derive benefit from customer referrals.

Our Assets Under Management on an unconsolidated basis as of March 31, 2012, was ` 40,30,662.79 lacs

(comprising Assets Under Management in the books of our Company of ` 22,08,048.80 lacs, loan assets securitized

and assigned of ` 18,22,613.99 lacs). This is supported by a strong capital base, with share capital of ` 22,632.46

lacs and reserves and surplus of ` 5,76,598.79 lacs, on an unconsolidated basis, as of March 31, 2012. Our capital

adequacy ratio as of March 31, 2012 computed on the basis of applicable RBI requirements was 22.26%, on an

unconsolidated basis compared to the RBI stipulated minimum requirement of 15.00%. Our Tier I capital as of

March 31, 2012 was ` 4,77,200.43 lacs on an unconsolidated basis.

Access to a range of cost effective funding sources

We fund our capital requirements through a variety of sources. Our fund requirements are currently predominantly

sourced through term loans from banks, issue of redeemable non-convertible debentures, and cash credit from


10

banks including working capital loans. We access funds from a number of credit providers, including nationalized

banks, private Indian banks and foreign banks, and our track record of prompt debt servicing has allowed us to

establish and maintain strong relationships with these financial institutions. We also place commercial paper and

access inter-corporate deposits, if required. As a deposit-taking NBFC, we are also able to mobilize retail fixed

deposits at competitive rates. We have also raised subordinated loans eligible for Tier II capital. We undertake

securitization and assignment transactions as a cost effective source of funds.

In relation to our long-term debt instruments, we currently have long term ratings of „CARE AA+‟ from CARE,

„FITCH AA(ind)‟ from FITCH and „CRISIL AA/Stable‟ from CRISIL. In relation to our short-term debt

instruments, we have also received short term ratings of „CRISIL A1+‟ from CRISIL. The NCDs proposed to be

issued under this Issue have been rated „CRISIL AA/Stable‟ by CRISIL for an amount of upto ` 60,000 lacs vide its

letter dated July 2, 2012 and „CARE AA+' by CARE for an amount of upto ` 60,000 lacs vide its letter dated July 3,

2012. The rating of the NCDs by CRISIL indicates high degree of safety regarding timely servicing of financial

obligations and carrying very low credit risk. The rating of NCDs by CARE indicates high degree of safety

regarding timely servicing of financial obligations and carrying very low credit risk.

We believe that we have been able to achieve a relatively stable cost of funds despite the difficult conditions in the

global and Indian economy and the resultant reduced liquidity and an increase in interest rates, primarily due to our

improved credit ratings, effective treasury management and innovative fund raising programs. We believe we are

able to borrow from a range of sources at competitive rates.

The RBI currently mandates domestic commercial banks operating in India to maintain an aggregate 40.0% (32.0%

for foreign banks) of adjusted net bank credit or credit equivalent amount of off-balance sheet exposure, whichever

is higher as “priority sector advances”. These include advances to agriculture, micro and small enterprises

(including SRTOs, which constitute the largest proportion of our loan portfolio), micro enterprises within the micro

and small enterprises sector, export credit, advances to weaker sections where the Government seeks to encourage

flow of credit for developmental reasons. Banks in India that have traditionally been constrained or unable to meet

these requirements organically, have relied on specialized institutions like us that are better positioned to or

exclusively focus on originating such assets through purchase of assets or securitized and assigned pools to comply

with these targets. Our securitized and assigned asset pools are particularly attractive to these banks as such

transactions provide them with an avenue to increase their asset base through low cost investments and limited risk.

Majority of our loan portfolio being classified as priority sector lending also enables us to negotiate competitive

interest rates with banks, NBFCs and other lenders. In fiscal 2010, 2011 and 2012 the total book value of loan

assets securitized and assigned on an unconsolidated basis was ` 8,75,681.04 lacs, ` 10,20,361.35 lacs and `

8,34,613.44 lacs, respectively.

Unique business model and a track record of strong financial performance

We primarily cater to FTUs and SRTOs and we believe we are the only financing institution in the organized sector

providing finance to FTUs and SRTOs in the pre-owned commercial vehicle finance segment. Most of our

customers are not a focus segment for banks or other NBFCs as these customers lack substantial credit history and

other financial documentation on which many of such financial institutions rely to identify and target new

customers. As the market for commercial vehicle financing, especially the pre-owned commercial vehicle

financing, is fragmented, we believe our credit evaluation techniques, relationship based approach, extensive

branch network and strong valuation skills make our business model unique and sustainable as compared to other

financiers. In particular, our internally-developed valuation methodology requires deep knowledge and practical

experience developed over a period of time, and we believe this is a key strength that is difficult to replicate. We

provide finance to pre-owned commercial vehicle operators at favourable interest rates and repayment terms as

compared to private financiers in the unorganized sector.

Our retail focus, stringent credit policies and relationship based model has helped us maintain relatively low NPA

levels. Our Gross NPAs as a percentage of Total Loan Assets were 3.14% as of March 31, 2012. Our Net NPAs as

a percentage of Net Loan Assets was 0.45% as of March 31, 2012.

Strong brand name

We believe that the "Shriram" brand is well established in commercial vehicle financing throughout India. We

believe that we are the only financing company in the organized sector with particular focus on the pre-owned

commercial vehicle financing segment to FTUs and SRTOs in India. Our targeted focus on and the otherwise

fragmented nature of this market segment, our widespread branch network, particularly in commercial vehicle hubs

across India, as well as our large customer base has enabled us to build a strong brand. Our efficient credit approval


11

procedures, credit delivery process and relationship-based loan administration and monitoring methodology have

also aided in increasing customer loyalty and earn repeat business and customer referrals.

Extensive experience and expertise in credit appraisal and collection processes

We have developed a unique business model that addresses the needs of a specific market segment with increasing

demand. We focus on closely monitoring our assets and borrowers through product executives who develop long-

term relationships with commercial vehicle operators, which enables us to capitalize on local knowledge. We

follow stringent credit policies, including limits on customer exposure, to ensure the asset quality of our loans and

the security provided for such loans. Further, we have nurtured a culture of accountability by making our product

executives responsible for loan administration and monitoring as well as recovery of the loans they originate.

Extensive expertise in asset valuation is a pre-requisite for any NBFC providing loans for pre-owned assets. Over

the years, we have developed expertise in valuing pre-owned vehicles, which enables us to accurately determine a

recoverable loan amount for commercial vehicle purchases. We believe a tested valuation technique for these assets

is a crucial entry barrier for others seeking to enter our market segment. Furthermore, our entire recovery and

collection operation is administered in-house and we do not outsource loan recovery and collection operations. We

believe that our loan recovery procedure is particularly well-suited to our target market in the commercial vehicle

financing industry, as reflected by our high loan recovery ratios compared to others in the financial services

industry, and we believe that this knowledge and relationship based recovery procedure is difficult to replicate in

the short to medium term.

Experienced senior management team

As on the date of this Prospectus, our Board consists of eight Directors, including representatives of Newbridge

India Investments II Limited (TPG Group), with extensive experience in the automotive and/or financial services

sectors. Our senior and middle management personnel have significant experience and in-depth industry

knowledge and expertise. Most of our senior management team has grown with our Company and have more than

15 years of experience with us. Our management promotes a result-oriented culture that rewards our employees on

the basis of merit. In order to strengthen our credit appraisal and risk management systems, and to develop and

implement our credit policies, we have hired a number of senior managers who have extensive experience in the

Indian banking and financial services sector and in specialized lending finance firms providing loans to retail

customers. We believe that the in-depth industry knowledge and loyalty of our management and professionals

provide us with a distinct competitive advantage.

Our Strategies

Our key strategic priorities are as follows:

Further expand operations by growing our branch network and increasing partnership and co-financing

arrangements with private financiers

We intend to continue to strategically expand our operations in target markets that are large commercial vehicle

hubs by establishing additional branches. Our marketing and customer origination and servicing efforts

strategically focus on building long term relationships with our customers and address specific issues and local

business requirements of potential customers in a particular region. We also intend to increase our operations in

certain regions in India where we historically had relatively limited operations, such as in eastern and northern

parts of India, and to further consolidate our position and operations in western and southern parts of India.

The pre-owned commercial vehicle financing industry in India is dominated by private financiers in the

unorganized sector. We intend to continue to strategically expand our marketing and customer origination network

by entering into partnership and co-financing arrangements with private financiers across India involved in

commercial vehicle financing. In view of the personnel-intensive requirements of our operations, we continue to

focus on growing our business by increasingly relying on partnership arrangements to effectively leverage the local

knowledge, infrastructure and personnel base of our partners.

Continue to develop our “Automall” business through our wholly-owned subsidiary Shriram Automall India

Limited

Through our wholly-owned subsidiary Shriram Automall India Limited, we have recently forayed into the business

of developing hubs across India called "Automalls" which are aimed at providing (i) stock yard services for pre-

owned and/or repossessed commercial vehicles, construction and other equipment, (ii) refurbishing pre-owned

and/or repossessed commercial vehicles and construction and other equipment, (iii) providing a trading platform


12

for the auctioning and sale of such commercial vehicles, construction and other equipment, and (iv) providing

showrooms for refurbished pre-owned commercial vehicles. Our "Automalls" are being developed as a one-stop

shop catering to the various needs of commercial vehicle and equipment users, banks, NBFCs and other lenders

who wish to dispose of repossessed assets, automobile and equipment dealers and manufacturers. As on date, we

have nine operational "Automalls", where we currently are providing stock-yard services, refurbishing of

commercial vehicles and equipment, sale of commercial vehicles and equipment through auctions. We provide

electronic touch-screen kiosks at our Companies various branch offices. We intend to gradually expand our

"Automall" business by establishing between 50 and 60 "Automalls" in various parts of the country in the next 12

to 24 months. We are in the process of identifying and acquiring properties on a leasehold basis at various locations

where we intend to establish our next "Automalls". Further, we propose to also provide online sale of commercial

vehicles and equipment through a website, which is in the process of being developed. We also intend to provide

valuation services and end-to-end "refurbishing" services relating to automobiles and equipment at our "Automalls"

in the near future. We propose to work in close alliance with various banks and financial institutions, vehicle and

equipment users, manufacturers, and dealers to consolidate and develop our "Automall" business to cater to their

specific requirements.

We believe the following are advantages of our "Automall" business:

Results in fee-based income;

Offers loan origination opportunities to our Company as it can finance sales of commercial vehicles sold

through the “Automall” platform/s;

Eases liquidation of assets repossessed by our Company; and

Enables us to institutionalize valuation practices and create valuation bench marks.

Consolidate and expand our construction and equipment finance business through our wholly-owned

subsidiary, Shriram Equipment Finance Company Limited

We have also forayed into the business of providing equipment finance in connection with both new and pre-owned

construction and other equipment, through our wholly owned subsidiary, Shriram Equipment Finance Company

Limited, which received a certificate of registration dated October 8, 2010, to carry on the business of a NBFC

(without accepting public deposits) from the RBI. As on March 31, 2011 and March 31, 2012, Shriram Equipment

Finance Company Limited had disbursed equipment finance loans aggregating to ` 65,643.40 lacs and ` 164,061.63

lacs, respectively on an unconsolidated basis. We believe that infrastructure development and construction

businesses are likely to benefit from the significant investment in infrastructure by the Government of India and

state governments and as well as by the private sector. Many of our customers have upgraded themselves and have

become a sub-contractor and we believe that the construction equipment business segment will be a logical

extension of our product portfolio for our existing customer base

We believe that with the global meltdown many of the existing equipment financiers have stopped funding the

construction equipment and consequently a vacuum has been created in the market. We aim to tap the existing

customer base and the new set of customers. We believe that the construction equipment finance segment provides

significant growth opportunity, and intend to increasingly focus on construction equipment finance as a distinct

business segment.

Diversify our product portfolio

We are focused on leveraging our leadership in truck financing to expand our product portfolio, which now also

includes financing for passenger commercial vehicles, multi-utility vehicles, three-wheelers and tractors. We

expect this will enable us to offer new products to existing customers and expand our customer base. These

products have strong synergies with the truck financing sector which is our primary business line. Further, by

offering additional downstream products, such as vehicle parts and other ancillary loans, credit cards and freight

bill discounting, we maintain contact with the customer throughout the product lifecycle and increase our revenues.

The relationships we have developed with our customers provide us with opportunities for repeat business and to

cross sell our other products and products of our affiliates.

Continue to implement advanced processes and systems

Our information technology strategy is designed to increase our operational and managerial efficiency. We aim to

increasingly use technology in streamlining our credit approval, administration and monitoring processes to meet

customer requirements on a real-time basis. We aim to continue to implement technology led processing systems to


13

make our appraisal and collection processes more efficient, facilitate rapid delivery of credit to our customers and

augment the benefits of our relationship based approach. We also believe deploying strong technology systems that

will enable us to respond to market opportunities and challenges swiftly, improve the quality of services to our

customers, and improve our risk management capabilities.

Our Company‟s Financial Products

Commercial Vehicle Finance

We are principally engaged in the business of providing commercial vehicle financing to FTUs and SRTOs. FTUs

are principally former truck drivers who purchase trucks for use in commercial operations and SRTOs are

principally small truck operators owning between one and four used commercial vehicles. Our financing products

are principally targeted at the financing of pre-owned trucks and other commercial vehicles, although we also

provide financing for new commercial vehicles. Pre-owned commercial vehicles financed by us are typically

between five and 12 years old. We also provide financing for other kinds of pre-owned and new commercial

vehicles, including passenger vehicles, multi-utility vehicles, tractors and three wheelers.

Vehicle Parts Finance and other ancillary activities

Our customers also require financing for the purchase of vehicle parts in connection with the operation of their

trucks and other commercial vehicles. We also offer financing for the acquisition of new and pre-owned vehicle

equipment and accessories, such as tyres, engines, chassis, and other vehicle parts.

We have entered into an agreement with Axis Bank (formerly UTI Bank Limited) to market co-branded Visa credit

cards to commercial vehicle operators for use in India and Nepal. We provide marketing assistance for the sourcing

of prospective customers for such credit cards as well as assist in customer verification procedures. Axis Bank

however retains the right to approve the application by any such customer. Access to such additional credit enables

our customers to meet their short term financial requirements, including working capital requirements.


14

ii. Corporate Structure


15

iii. Key operational and financial parameters for the last 3 audited years- (Consolidated basis)

(Rs. in lacs)

Particulars

Upto latest Nine Months Ended

31-Dec-12 (Unaudited)

March 31 2012

March 31 2011 March 31 2010*

Net worth 702,206.50 599,313.71 485,641.31 380,698.14

Total Debt 3,031,745.39 2,413,667.30 2,018,171.31 1,845,921.90

of which – Non Current Maturities of Long Term Borrowing

1,666,269.77 1,516,025.12 1,272,353.03 1,038,093.71

- Short Term Borrowing 619,874.67 347,613.74 80,234.79 191,967.57

- Current Maturities of Long Term Borrowing

745,600.95 550,028.44 665,583.49 615,860.62

Net Fixed Assets 6,619.38 5,366.20 4,351.59 4,406.64

Non-Current Assets 2,200,530.22 1,717,641.37 1,519,786.57 1,285,033.31

Cash and Cash Equivalents 410,185.39 532,180.71 371,142.77 441,331.97

Current Investments 407,270.23 339,417.21 325,423.23 181,431.53

Current Assets 2,333,766.13 1,986,143.20 1,692,381.09 1,414,853.07

Current Liabilities 1,850,510.67 1,263,042.78 1,114,000.33 1,037,595.24

Assets Under Management 4,926,989.39 4,213,726.83 3,681,679.42 2,918,593.48

Off Balance Sheet Assets 1,545,991.06 1,822,613.99 1,631,702.24 1,118,003.32

Interest Income 494,021.21 597,466.21 532,029.25 443,206.12

Interest Expense 201,553.27 235,898.67 211,684.13 211,131.00

Provisioning & Write-offs 63,972.45 77,572.81 52,505.88 41,237.05

PAT 107,997.65 130,881.32 121,711.22 87,302.56

Key operational and financial parameters for the last 3 audited years- Standalone

Gross NPA (%) 2.89% 3.14% 2.66% 2.82%

Net NPA (%) 0.63% 0.45% 0.38% 0.71

Tier I Capital Adequacy Ratio (%) 15.80% 17.26% 16.62% 16.02%

Tier II Capital Adequacy Ratio (%) 3.36% 5.01% 8.18% 5.31%

** As the financials as on March 31, 2010 are not available in the revised Schedule VI of the Companies Act, 1956

some of the key operational and financial parameters are not available. Also the figures for the FY March 31, 2010

are as per the old Schedule VI of the Companies Act, 1956

Gross Debt: Equity Ratio of the Company:-

Before the issue of debt securities (as per latest nine month

ended Balance Sheet as on December 31, 2012)

4.08

After the issue of debt Securities as per latest nine

month ended Balance Sheet as on December 31, 2012)

4.13


16

c. A brief history of the company since its incorporation giving details of its following activities:

i. Details of Share Capital as on last quarter end :-

Share Capital No. of Shares Value (Rs.)

Authorized:

Equity Share Capital (A) 397,000,000 3,970,000,000.00

Preference:

Preference Shares (B) 18,000,000 1,800,000,000.00

Cumulative Redeemable Preference Shares (C) 2,000,000 200,000,000.00

Total Authorized Share Capital (A+B+C) (#) 417,000,000 5,970,000,000

Issued/Subscribed Equity Share Capital A: (*) 226909077 C: 2269090770

Paid Up Equity Share Capital B: 226854936

D: 2268789360 (**)

(#) Note on merger.

Difference in Issued and Paid Up capital:

* Note on calculation: - No. of Shares

No. of shares : 226854936

Add: No. of shares kept in abeyance : 6141

Add: No. of shares forfeited : 48000

Total : 226909077

** Note on calculation :- Amount (in Rs.)

Paid-up Capital 2268549360

Add: No. of shares forfeited @ ` 5/- each: ( 48000 * 5 ) 240000

Total 2268789360


17

ii. Changes in its capital structure as on last quarter end, for t-he last five years :

Date of Change (AGM/EGM) Amount

(in Rs.)

Particulars

12/06/2009 - Date of Allotment

80000000

Conversion of 80,00,000 warrants in to Equity shares

of `10/- each at a premium of `290/- by way of Preferential

Allotment.

28/01/2010 - Date of Allotment 116585520

Issued and Allotted 11658552 Equity shares of ` 10/- each

fully paid up at a price of ` 500.80 per Equity Share in

terms of Chapter VIII of SEBI (Issue of Capital and

Disclosure Requirements) Regulation 2009.

05/11/2012 - Date of Allotment (933715120)

938723800

5008680

The Hon‟ble High Court of Judicature at Madras has

sanctioned the Scheme of Arrangement for merger of

Shriram Holdings (Madras) Private Limited (SHMPL) with

Shriram Transport Finance Company Limited (STFC). The

Scheme has come into effect from November 05, 2012. The

appointed date was April 01, 2012. Pursuant to the Scheme

93371512 equity shares held by SHMPL in the share

capital of the STFC stood cancelled upon coming into

effect of the Scheme. On November 05, 2012 STFC has

allotted 93872380 equity shares to the shareholders of

erstwhile SHMPL in the share swap ratio 313:124 i.e. 313

equity shares of ` 10 each fully paid-up of the STFC to be

issued for every 124 equity shares of ` 10 each fully paid-

up of SHMPL.

Note: The Company had issued and allotted 32,22,400 fully paid-up Equity Shares of `10/- each at a price of ` 35/-

per Equity Share (including a premium of ` 25/- per Equity Share) to eligible ESOP employees from October 01,

2008 till date under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999.


18

iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:

Date of

Allotment

No of

Equity

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Considera

tion

(Cash,

other than

cash, etc)

Nature of

Allotment

Cumulative

Equity

Share

Premium (Rs)

Rem

arks No. of

Equity

Shares

Equity

Share Capital

(Rs)

30/12/1979 50000 10/- 10/- Cash

Subscribers

to the MOA

and AOA

50000 500000 0 -

17/04/1984 250000 10/- 10/- Cash Public issue 300000 3000000 0 -

26/04/1986 450000 10/- 10/- Cash Rights issue 750000 7500000 0 -


30/11/1990 5170420 10/- 10/- Cash Public cum

Rights Issue 6495420 64954200 0

-


11/11/1995 2369 10/- 10/- Cash

Issue out of

shares kept in

abeyance

12982699 129826990 0

-

28/12/1995 2000 10/- 10/- Cash

Issue out of

shares kept in

abeyance

12984699 129846990 0

-

26/06/1997 22671850 10/- 10 /- Cash Public cum

Rights Issue 35656549 356565490 0

-

28/11/2002 6243000 10/- 12 /- Cash Preferential

Issue 41899549 418995490 12486000

-

26/04/2004 4600000 10/- 29.81

/- Cash

Preferential

Issue 46499549 464995490 91126000

-

23/07/2004 5450000 10/- 25.50

/- Cash

Preferential

Issue 51949549 519495490 84475000

-

16/02/2005 13479000 10/- 35/- Cash Preferential

Issue 65428549 654285490 336975000

-

23/12/2005 60633350 10/-

For

consi

derati

on

other

than

cash

For

considerati

on other

than cash

Merger of

SIL with our

Company

126061899 1260618990 0

-


Issue 150540580 1505405800 2496825462

-

07/08/2006 5715000 10/- 35/- Cash

Conversion

of warrants

issued on

February 16,

2005 on

preferential

basis

156255580 1562555800 142875000

-


19

23/01/2007 59250 10/- 35/- Cash ESOP$ 156314830 1563148300 1481250 -

12/02/2007 18645886 10/-

For

consid

eratio

n

other

than

cash

For

considerati

on other

than cash

Merger of

SOFL with

our Company

174960716 1749607160 0

-

27/03/2007 79300 10/- 35/- Cash ESOP$ 175040016 1750400160 1982500 -

30/03/2007 9100000 10/- 112/- Cash

Conversion

of warrants

issued on

February 2,

2006 on

preferential

basis

184140016 1841400160 928200000

-

30/03/2007 18700 10/- 35/- Cash ESOP$ 184158716 1841587160 467500 -

27/04/2007 16000 10/- 35/- Cash ESOP$ 184174716 1841747160 400000 -

30/06/2007 19500 10/- 35/- Cash ESOP$ 184194216 1841942160 487500 -

31/07/2007 6900000 10/- 112/- Cash

Conversion

of warrants

issued on

February 2,

2006 on

preferential

basis

191094216 1910942160 703800000

-

10/08/2007 7000 10/- 35/- Cash ESOP$ 191101216 1911012160 175000 -

13/10/2007 34200 10/- 35/- Cash ESOP$ 191135416 1911354160 855000 -


Issue 203135416 2031354160 3480000000

-

25/06/2008 87100 10/- 35/- Cash ESOP$ 203222516 2032225160 2177500 -

14/07/2008 81150 10/- 35/- Cash ESOP$ 203303666 2033036660 2028750 -

24/07/2008 94850 10/- 35/- Cash ESOP$ 203398516 2033985160 2371250 -

19/09/2008 74600 10/- 35/- Cash ESOP$ 203473116 2034731160 1865000 -

27/10/2008 29300 10/- 35/- Cash ESOP$ 203502416 2035024160 732500 -

10/12/2008 9200 10/- 35/- Cash ESOP$ 203511616 2035116160 230000 -

16/05/2009 34200 10/- 35/- Cash ESOP$ 203545816 2035458160 855000 -

12/06/2009 8000000 10/- 300/- Cash

Conversion

of warrants

issued

December

14, 2007 on

preferential

basis.

211545816 2115458160 2320000000

-

16/07/2009 95350 10/- 35/- Cash ESOP$ 211641166 2116411660 2383750 -

10/11/2009 1096750 10/- 35/- Cash ESOP$ 212737916 2127379160 27418750 -

24/11/2009 36650 10/- 35/- Cash ESOP$ 212774566 2127745660 916250 -

28/01/2010 1165855

2 10/-

500.8

0/- Cash

Qualified

Institutional

Placement

224433118 2244331180 5722017322

-

26/03/2010 1084700 10/- 35/- Cash ESOP$ 225517818 2255178180 27117500 -


20

09/09/2010 20400 10/- 35/- Cash ESOP$ 225538218 2255382180 510000 -

06/12/2010 622450 10/- 35/- Cash ESOP$ 226160668 2261606680 15561250 -

13/05/2011 23400 10/- 35/- Cash ESOP$ 226184068 2261840680 585000 -

02/09/2011 37600 10/- 35/- Cash ESOP$ 226221668 2262216680 940000 -

29/03/2012 78900 10/- 35/- Cash ESOP$ 226300568 2263005680 1972500 -

11/09/2012 53500 10/- 35/- Cash ESOP$ 226354068 2263540680 1337500 -

05/11/2012

500868

(933715

12-

9387238

0)

10/-

For

consid

eratio

n

other

than

cash

For

considerati

on other

than cash

Pursuant to the scheme of

arrangement of Shriram

Holdings(Madras) Pvt. Ltd

(SHMPL) with Shriram

Transport Finance Co.

Ltd.

320226448 3202264480 0

-

$ Equity Shares allotted to the employees of our Company as fully paid up under the Company‟s Employees Stock

Option Scheme 2005 on exercise of vested options.

Notes:

1. 45,000 convertible debentures of face value of Rs.100/- each were issued on April 26, 1986. 15,000 of the

convertible debentures were converted into 1,50,000 Equity Shares on October 26, 1986, another 15,000

of the convertible debentures were converted into 1,50,000 Equity Shares on October 26, 1987 and the

remaining 15,000 of the convertible debentures were converted into 1,50,000 Equity Shares on October

26, 1988.

2. 3,45,000 convertible debentures of face value of Rs. 150/- each, were issued on November 30, 1990.

Pursuant to the conversion of the debentures, 17,25,000 Equity Shares have been allotted on June 1,

1991, 17,25,000 Equity Shares have been allotted on March 1, 1992 and 17,20,420 Equity Shares have

been allotted on December 1, 1992.

3. 45,34,370 convertible debentures of face value of Rs. 50/- each were issued on June 26, 1997. Pursuant to

the conversion of the debentures, 45,34,370 Equity Shares have been allotted on June 26, 1998, 90,68,740

Equity Shares have been allotted on June 26, 1999 and 90,68,740 Equity Shares have been allotted on

June 26, 2000.

4. Pursuant to a scheme of amalgamation sanctioned by the Hon‟ble High Court of Madras vide its order

dated November 25, 2005, our Company issued and allotted 6,06,33,350 fully paid-up Equity Shares of

our Company to the shareholders of SIL, whose names appeared in the register of members on record date

in connection with the aforesaid scheme of amalgamation, in a ratio of 1 fully paid up Equity Shares of our Company, for every 1 fully paid up equity share of the face value of Rs. 10/- each, of SIL.

5. Pursuant to a scheme of amalgamation sanctioned by the Hon‟ble High Court of Madras vide its order

dated December 1, 2006, our Company issued and allotted 1,86,45,886 fully paid-up Equity Shares of our

Company to the shareholders of SOFL, whose names appeared in the register of members on record date

in connection with the aforesaid scheme of amalgamation, in a ratio of 3 fully paid up Equity Shares of our Company, for every 5 fully paid up equity share of the face value of Rs. 10/- each, of SOFL.

6. On January 28, 2010, our Company issued and allotted 1,16,58,552 Equity Shares of at a price of Rs.

500.80 per such Equity Share, aggregating to Rs. 58,386.03 lacs to Qualified Institutional Buyers pursuant

to the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009, as amended.


21

7. The Hon‟ble High Court of Madras sanctioned the Scheme of Arrangement for merger of Shriram

Holdings (Madras) Pvt.Ltd (SHMPL) with the Company (the Scheme‟) and the Scheme came into effect

from November 05,2012 when the Company filed the Scheme with the Registrar of Companies,Tamil

Nadu, Chennai.Pursuant to the Scheme, the investment of SHMPL in the share capital of the Company

viz. 9,33,71,512 fully paid-up Equity shares of Rs.10/- each stood cancelled and the Company issued

and allotted 9,38,72,380 new Equity shares of Rs.10/- each fully paid up to the shareholders of SHMPL in

the ratio of 313:124 i.e. 313 equity shares of the face value of Rs. 10 each fully paid up of our Company

issued for every 124 equity shares of the face value of Rs. 10 each fully paid up. This resulted into

increase of Rs.50.09 lacs in the paid-up capital of the Company with effect from November 05,2012. The

merger is effective from April 01,2012.

iv. Details of any Acquisition or Amalgamation in the last 1 year :-

The Hon‟ble High Court of Judicature at Madras has sanctioned the Scheme of Arrangement for merger of

Shriram Holdings (Madras) Private Limited (SHMPL) with Shriram Transport Finance Company Limited

(STFC). The Scheme has come into effect from November 05, 2012 and STFC has allotted 93872380 equity

shares to the shareholders of erstwhile SHMPL in the share swap ratio 313:124 i.e. 313 equity shares of ` 10

each fully paid-up of the STFC to be issued for every 124 equity shares of 10 each fully paid-up of SHMPL.

The appointed date was April 01, 2012.

Except as mentioned above there are no other material Acquisition or Amalgamation in the last 1 year

v. Details of reorganization or reconstruction in last 1 year : Not Applicable

Type of Event Date of Announcement Date of Completion Details

- - - -


22

d. Details of shareholding of the company as on latest quarter end:

i. Shareholding Pattern of the Company as on last quarter end:

Shareholding Pattern of the Company as on Quarter ended : 31/12/2012

Category Code

Category of Shareholder

Number of

Shareholders

Total Number of

shares

Number of shares held

in Demateriali

sed Form

Total number of

shareholding as a percentage

of Total Number of

shares

Shares pledged or otherwise encumbered

As a percentage

of (A+B)

As a percentage

of (A+B+C)

No. of

Shares

As a percent

age

(I) (II) (III) (IV) (V) (VI) (VII)

(VIII)

(IX)=(VIII) / (IV)

X 100

A SHAREHOLDING OF PROMOTER AND PROMOTER GROUP

(1) Indian

a Individual/Hindu Undivided Family 0 0 0 0 0 0 0

b Central Government/ State Governments 0 0 0 0 0 0 0

c Bodies Corporate 1 58502778 58502778 25.79 25.79 0 0

d Financial Institutions / Banks 0 0 0 0 0 0 0

e Any other (Specify) 0 0 0 0 0 0 0

Sub Total A(1) 1 58502778 58502778 25.79 25.79 0 0

(2) Foreign

a

Individual (Non resident Individuals / Foreign individuals) 0 0 0 0 0 0 0

b Bodies Corporate 0 0 0 0 0 0 0

c Institutions 0 0 0 0 0 0 0

d Qualified Foreign Investor 0 0 0 0 0 0 0

e Any other (Specify) 0 0 0 0 0 0 0

Sub Total A(2) 0 0 0 0 0 0 0

Total shareholding of Promoter and Promoter Group (A)= (A)(1) +(A)(2)

1 58502778 58502778 25.79 25.79 0 0

B Public Shareholding N.A. N.A.

(1) Institutions N.A. N.A.


23

a Mutual Funds/ UTI 43 3301941 3267371 1.46 1.46 0 0

b Financial Institutions / Banks 8 210145 209885 0.09 0.09 0 0

c Central Government/ State Governments 0 0 0 0 0 0 0

d Venture capital Funds 0 0 0 0 0 0 0

e Insurance Companies 0 0 0 0 0 0 0

f Foreign Institutional Investors 360 94666839 94666839 41.73 41.73 0 0

g Foreign Venture Capital Investors 0 0 0 0 0 0 0

h Qualified Foreign Investor 0 0 0 0 0 0 0

i Any other 0 0 0 0 0 0 0

Sub Total B(1) 411 98178925 98144095 43.28 43.28 N.A. N.A.

B'(2) Non-Institutions

a Bodies Corporate 553 52267199 52225066 23.04 23.04 0 0

b Individuals

( i )

Individual Shareholders holding Nominal Share Capital upto Rs.1 Lakh**

39456 13533097 7375746 5.97 5.97 0 0

( i i)

Individual Shareholders holding Nominal Share Capital in excess of Rs.1 Lakh**

89 2424954 2221217 1.07 1.07 0 0

e Qualified Foreign Investor

d Any other

- NRI 430 329517 203442 0.15 0.15 0 0

- Overseas Corporate Bodies 1 50 0.00 0.00 0 0

- Clearing Members 203 1369808 1369808 0.60 0.60 0 0

- Trusts 1 246618 246618 0.11 0.11 0 0

- Limited Liability partnership 4 1990 1990 0.00 0.00 0 0

Sub Total B(2) 40737 70173233 63643887 30.93 30.93 0 0

Total Public Shareholding (B)= (B)(1)+(B)(2)

41148 168352158 161787982 74.21 74.21 N.A. N.A.

TOTAL (A) + (B) 41149 226854936 220290760 100.0 100.0 0 0

C Shares held by Custodians and against which Depository Receipts have been issued

N.A. N.A.

1 Promoter and Promoter Group 0 0 0 0 0 0 0

2 Public 0 0 0 0 0 0 0

Sub Total C 0 0 0 0 0 0 0

Grand Total (A) + (B) + ( C) 41149 226854936 220290760 100.0 100.0 0 0


24

ii. List Of Top 10 Holders Of Equity Shares Of The Company As On Last Quarter end (as on December 31,

2012):

Sr.

No. Name

No. of

Shares

No. of

Shares in

demat

form

Total

Shareholding as

% of total no of

equity shares

1 SHRIRAM CAPITAL LIMITED 58502778 58502778 25.79

2 NEWBRIDGE INDIA INVESTMENTS II LIMITED 45997468 45997468 20.28

3 GENESIS INDIAN INVESTMENT COMPANY LIMITED

-GENERAL SUB FUND

13926256 13926256 6.14

4 ONTARIO TEACHERS' PENSION PLAN BOARD-NP3A -

ALL

8911588 8911588 3.93

5 STICHTING PENSIOENFONDS ABP 5120628 5120628 2.26

6 MERRILL LYNCH CAPITAL MARKETS ESPANA S.A.

S.V.

3171609 3171609 1.40

7 EQUINOX PARTNERS LP 3079240 3079240 1.36

8 VANGUARD EMERGING MARKETS STOCK INDEX

FUND, ASERIES OF VANGUARD INTERNATIONAL

EQUITY INDE X FUND

2336830 2336830 1.03

9 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD 2161978 2161978 0.95

10 CENTAURA INVESTMENTS (MAURITIUS) PTE LTD 2044338 2044338 0.90

Total 145252713 145252713 64.03

e. Following details regarding the directors of the Company:

i. Details of the current Directors of the Company:

Sr.

No. Name, Designation DIN No. Age Address

Director

of the

Company

since

Details of other directorship

1 Mr. Arun Duggal

Non Executive

Chairman

00024262 66 Yrs A-4, 3rd Floor,

West End

Colony, New

Delhi - 110021

09/09/2005 (i) Zuari Industries Limited;

(ii) Zuari Holdings Limited;

(iii) Info Edge (India) Limited;

(iv) Jubilant Energy Limited, Canada;

(v) Shriram Properties Private Limited;

(vi) Dish TV India Limited;

(vii) Shriram City Union Finance

Limited;

(viii) Jubilant Energy N.V, Netherland

(ix) Motrice Limited, Singapore;

(x) Adani Ports and Special Economic

Zone Limited;

(xi) Carzonrent (India) Private Limited;

(xii) Bellwether Microfinance Fund

Private Limited;

(xiii) International Asset Reconstruction

Company Private Limited (IARC); and

(xiv) Shriram Capital Limited;


25

2 Mr. Umesh Govind

Revankar

Managing Director

00141189 48 Yrs Flat No. 202,

Kalpana CHS

Limited, 11th

Road, Khar

(West),

Mumbai –

400052.

01/04/2012 (i) Celindia Finance & Investment

Company Private Limited;

(ii) Celindia Securities Private Limited;

(iii) Celindia Housing and Real Estates

Private Limited;

(iv) Celindia Housing Finance Private

Limited;

(v) Celindia Financial Services Private

Limited;

(vi) Ashley Transport Services Limited;

(vii) Shriram Indus Stocks Limited;

(viii) Medispan Limited;

(ix) Shriram Automall India Limited; and

(x) Shriram Fortune Solutions Ltd

3 Mr. Ramachandran

Sridhar

Non-Executive and

Non Independent

Director

00136697 54 Yrs Flat No. 502,

5th Floor,

Summit First

Avenue, Shastri

Nagar,

Adyar, Chennai

- 600020

08/05/2012 (i) Shriram Chits (Maharashtra) Limited;

(ii) Ashley Transport Services Limited;

(iii) Shriram Equipment Finance

Company Limited; and

(iv) Shriram Capital Limited; and

(v) Shriram Life Insurance Co. Ltd

4 Mr. Mayashanker

Verma

Non-Executive and

Independent Director

00115431 74 Yrs A-55,

Belvedere Park,

DLF City Phase

III, Gurgaon-

122 002,

Haryana

26/10/2006

(i) Visa Steel Limited;

(ii) Visa Power Limited;

(iii) Asian Heart Institute and Research

Centre Private Limited;

(iv) International Asset Reconstruction

Company Private Limited;

(v) Moser Baer Projects Private Limited;

and

(vi) Shriram Equipment Finance

Company Limited

(vii)Deutsche Trustee Services (India)

Pvt. Ltd.

5 Mr. Sumati Prasad

Mishrilal Bafna

Non Executive and


00162546 51 Yrs 22, Gobind

Mahal, 86 - B,

Marine Drive,

Mumbai 400

020

09/09/2005 (i) Sewa Finance Limited; (ii) Isuta

Electronics (India) Limited;(iii) Bafna

Motors (Mumbai) Private Limited;(iv)

Bafna Motors (Ratnagiri) Private

Limited; (v) Bafna Motors Private

Limited;(vi) Kishor Transport Services

Private Limited;(vii) Rushabh Motors

Private Limited;(viii) Bafna Aviation

Private Limited;(ix) BNB Containers

Private Limited;(x) Urjayant Estate

Private Limited;(xi) Bafna Health Care

Private Limited;(xii) ABCN Logistics

Private Limited; (xiii) Panchavati

Automobile Private Limited; (xiv) Bafna

Motorcycles Private Limited; (xv) Bafna

Consultancy Services Private Limited;

(xvi) Transport Solutions India Private

Limited; and(xvii) Toyota Logistic

Kishor India Private Limited


26

6 Mr. Lakshminarayanan

Subramanian

Non-Executive and


02808698 66 Yrs 33, Paschimi

Marg, 1st Floor,

Vasant Vihar,

New Delhi -

110057

22/09/2009 (i) Biopure Healthcare Private Limited;

(ii) ELCOM Systems Private Limited;

(iii) Shriram Life Insurance Company

Limited; and

(iv) Shriram Automall India Limited

7 Mr. Puneet Bhatia,

Non-Executive

Director and Nominee

of New Bridge India

Investments II Ltd.

00143973 46 Yrs 214 B, Aralias

Apartments,

DLF PH - V,

Old Golf Club,

Gurgaon,

Haryana -

122009

26/10/2006 (i) TPG Capital India Private Limited;

(ii) Shriram Properties Private Limited;

(iii) Flare Estate Private Limited;

(iv) TPG Wholesale Private Limited;

(v) Shriram Capital Limited; and

(vi) Shriram City Union Finance

Limited;

8 Mr. Ranvir Dewan

Non-Executive

Director Nominee of

New Bridge India

Investments II Ltd. -

Non Independent

01254350 59 Yrs 41, Ewe Boon

Road, #11-41,

Crystal Tower,

Singapore

259335

26/10/2006 (i) PT Bank Tabungan Pensiunan

Nasional (TBK);

(ii) TPG Asia SF V Pte Limited;

(iii) TPG Asia SF VI Pte Limited;

(iv) TPG Star SF Pte Limited;

(v) TPG Markets SF Pte Limited;

(vi) TPG Growth II SF Pte Limited;

(vii) TPG Markets II SF Pte Limited; and

(viii) Shriram City Union Finance

Limited

(ix) Thai Retail Credit Bank, Bangkok

9 Mr. Amitabh

Chaudhry

Non-Executive and


00531120 48 Yrs 43th floor,

Tower III,

Electra Planet

Godrej, Near

Jacob Circle,

Saat Rasta,

Mahalaxmi,

Mumbai 400

011.

30/10/2012 (i) HDFC Standard Life Insurance

Company Limited

(ii)HDFC Life Pension Fund

Management Company Limited

(iii) Manipal Universal Learnings Pvt.

Ltd.; and

(iv) Manipal Education Americas, LLC -

Manager

10 Mrs. Kishori Jayendra

Udeshi

Non-Executive and


01344073 69

Yrs.

15, Sumit

Apartments,

31, Carmichael

Road, Mumbai

400026

30/10/2012 (i) HSBC Asset Management (India) Pvt.

Ltd. (ii)

Security Printing & Minting Corporation

of India Limited

(iii)ION Exchange (India) Limited

(iv)HALDYN Glass Limited

As per declaration submitted to the Company, this is to confirm that none of its Directors are appearing on the

RBI/ECGC defaulters list.

ii. Details of change in Directors since last three years :-

Name, Designation and DIN Date of Appointment /

Resignation

Director of the Company

since

( in case of resignation)

Remarks

Mr. Ravindra Bahl, Director, 00123047 19-Nov-09 9-Sep-05 Resigned as a Director

Dr. Thinam Subramaniam

Sethurathnam, Director, 00042704 11-Nov-09

28-Nov-03 Resigned as a Director

Mr. Lakshminarayanan Subramanian,

Non-Executive-Independent , 2808698 22-Sep-09

-

Appointed as an Additional

Director


27

Mr. Ramachandran Sridhar,

Non-Executive Director

Non Independent , 00136697

01-Apr-12

15-Sep-05

Resigned as the Managing

Director

Mr. Umesh Revankar, Managing

Director – Executive – Non

Independent , 00141189

April 1, 2012

(approved by the

shareholders of the

Company at their 33rd

AGM held on July 5,

2012) -


Director and as the Managing

Director with effect from April

1, 2012

Mr. Ramachandran Sridhar,

Non-Executive Director

Non Independent, 00136697

08-May-12

-

Appointed as a Director (in

casual vacancy)

Mr. Subramnaiaiyer Venkatakrishnan,

Director, 00136608 08-May-12

28-Jul-00 Resigned as a Director

Mr. Aditya Jain, Independent Non –

Executive Director, 00835144 05-Jul-12

26-Oct-06

Retired by rotation and

expressed desire not to be re-

appointed

Mr. Mukund Manohar Chitale, ,

Independent Non – ExecutiveDirector,

00101004

05-Jul-12

26-Oct-06

Retired by rotation and

expressed desire not to be re-

appointed

Mr. Amitabh Chaudhry, Non-Executive

and Independent Director, 00531120 30-Oct-12

-


Director

Mrs. Kishori Jayendra Udeshi, , Non-

Executive and Independent Director

1344073

30-Oct-12

-


Director

f. Following details regarding the Auditors of the Company:

i. Details of the Auditor of the Company :-

Name Address Auditor since

M/s. S. R. Batliboi & Co.

6th

floor, Express Towers, Nariman Point

Mumbai – 400 021

Email: [email protected]

Tel: +91 22 6192 0000 , Fax: +91 22 2287 6401

2006-07

M/s. G. D. Apte & Co.

Plot No 85, Bhusari Colony (Right)

Paud Road, Pune - 411 038

Email: [email protected],

[email protected]

Tel: +91 020 2528 0081 Fax: +91 020 2528 0275

1995-96

ii. Details of change in Auditor since last three years:- None

Name Address Date of Appointment

/ Resignation

Auditor of the

Company since ( in

case of resignation)

Remarks

- - - - -


28

g. Details of borrowing of the company, as on the latest quarter ended:

i. Details of Secured Loan Facilities :-

TERM LOAN

SR.

NO. LENDERS NAME

SANCTIONED

AMOUNT

EFFECTIVE

RATE

REPAYMENT

DATES/SCHEDULE

PRINCIPAL

AMOUNT O/S Security

1 ABUDHABI BANK 200,000,000.00 9.00%

6 HALF YEARLY

INSTALLMENTS,SEMI

ANNUAL BASIS

100,000,000.66

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

2 ABUDHABI BANK 150,000,000.00 10.50%

6 HALF YEARLY

INSTALLMENTS,SEMI

ANNUAL BASIS

150,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

3 ALLAHABAD

BANK 1,000,000,000.00 12.00% BULLET -28/01/2015

1,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

4 ALLAHABAD

BANK WCDL 1,000,000,000.00 10.50% BULLET - 20/02/2013

1,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


29

5 ANDHRA BANK 1,000,000,000.00 12.50% 16 QUARTERLY

INSTALLMENTS

53,173,815.58

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

6 ANDHRA BANK 2,000,000,000.00 12.50% 16 QUARTERLY

INSTALLMENTS

495,508,550.66

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

7 ANDHRA BANK 1,500,000,000.00 12.50% BULLET - 27/11/2012

1,500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

8

AUSTRELIA &

NEWZEALAND

BANKING GROUP

LTD

500,000,000.00 10.50% BULLET- 30/01/2013

500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

9 AXIS BANK 5,000,000,000.00 11.25%

3 INSTALLMENTS - 1

ST INSTALLMENT

HALF YEARLY THEN

2ND & 3 RD YEARLY

1,666,666,667.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


30

10 AXIS BANK 5,000,000,000.00 11.25%

3 INSTALLMENTS - 1

ST INSTALLMENT

HALF YEARLY THEN

2ND & 3 RD YEARLY

3,333,333,333.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

11 AXIS BANK (CAR

LOAN) 1,060,000.00 9.00%

60 EQUATED

MONTHLY

INSTALLMENTS

571,566.01

Secured by

hypothecation

of vehicles for

own use

12 BANK OF

BARODA 2,500,000,000.00 11.25%

4 EQUAL HALF

YEARLY

INSTALLMENTS

START FRM 30 TH

MONTH

2,497,472,372.55

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

14 BANK OF INDIA

WCDL - 4 B 4,000,000,000.00 10.50% BULLET - 17/03/2013

4,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

15 BANK OF INDIA

WCDL - 5 3,000,000,000.00 10.50% BULLET - 28/03/2013

3,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

16 BANK OF INDIA

WCDL - 5 1,500,000,000.00 10.50% BULLET - 17/03/2013

1,500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation


31

loans

19 BANK OF

MAHARASHTRA 2,000,000,000.00 12.00%

60 MONTHLY

INSTALLMENTS

1,366,137,449.44

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

21 BANK OF TOKYO 200,000,000.00 9.50% BULLET 24/06/2014

200,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

22 BANK OF TOKYO 1,800,000,000.00 10.35% BULLET - 04/09/2013

1,800,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

25 CALYON BANK 500,000,000.00 10.50% BULLET 10/03/2013

500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

28 CANARA BANK 2,500,000,000.00 12.50% 16 QUARTERLY

INSTALLMENTS

156,250,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation


32

loans


INSTALLMENTS

312,500,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


INSTALLMENTS

1,250,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

31 CENTRAL BANK

OF INDIA 2,000,000,000.00 12.25%

16 QUARTERLY

INSTALLMENTS

248,960,089.25

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

33 CITI BANK 2,000,000,000.00 10.10% BULLET 31/10/2013

2,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


33

34 CITY UNION

BANK 250,000,000.00 12.00%

60 EQUATED

MONTHLY

INSTALLMENTS

145,975,990.72

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

35 CORPORATION

BANK 250,000,000.00 14.00%

20 QUATERLY

INSTALLMENTS

15,602,311.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

36 CORPORATION

BANK 1,000,000,000.00 13.25%

20 QUATERLY

INSTALLMENTS

449,855,478.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

37 CORPORATION

BANK 1,000,000,000.00 12.25%

20 QUATERLY

INSTALLMENTS

600,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

38 DENA BANK 2,000,000,000.00 13.25% 16 QUARTERLY

INSTALLMENTS

375,510,394.67

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


34

40 DEUTSCHE BANK 2,000,000,000.00 10.35% BULLET 07/12/2014

2,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

41

DEVELOPMENT

BANK OF

SINGAPORE

1,100,000,000.00 9.50% BULLET 09/10/2014

1,100,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

42

DEVELOPMENT

BANK OF

SINGAPORE

500,000,000.00 9.50% BULLET 23/10/2014

500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

43 DHANLAKSHMI

BANK 500,000,000.00 12.05%

14 QUARTERLY

INTALLMENTS

166,999,752.48

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

44 FEDERAL BANK 1,000,000,000.00 11.45% BULLET 31/03/2014

1,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


35

45 HDFC BANK 1,000,000,000.00 13.20% 14 QUARTERLY

INSTALLMENTS

285,714,286.14

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

46 HDFC BANK -

WCDL 600,000,000.00 9.80% BULLET - 25/01/2013

600,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

47

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

1,000,000,000.00 9.25% 36 MONTHLY

INSTALLMENTS

83,333,327.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

48

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

1,000,000,000.00 9.85% 36 MONTHLY

INSTALLMENTS

111,111,104.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

49

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

1,250,000,000.00 10.30% 36 MONTHLY

INSTALLMENTS

277,777,784.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


36

50

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

360,000,000.00 10.35% 36 MONTHLY

INSTALLMENTS

140,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

51

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

900,000,000.00 10.35% 36 MONTHLY

INSTALLMENTS

350,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

52

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

1,400,000,000.00 11.27% BULLET - 06/05/2013

1,400,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

53

HONGKONG AND

SHANGHAI

BANKING CORP

LTD

452,000,000.00 11.00% BULLET - 28/05/2013

452,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

54 INDIAN BANK 2,000,000,000.00 12.00% 48 MONTHLY

INSTALLAMENTS

545,829,442.37

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


37

55 INDIAN BANK 2,000,000,000.00 12.75% 48 MONTHLY

INSTALLAMENTS

732,675,713.96

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

56 INDIAN BANK 2,500,000,000.00 11.50%

10 HALF YEARLY

INSTALLMENTS OF

25 CRS EACH

1,745,079,155.18

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

57 INDIAN

OVERSEAS BANK 3,000,000,000.00 10.50% BULLET - 20/02/2013

3,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

58 INDIAN

OVERSEAS BANK 2,000,000,000.00 11.75%

16 QUARTERLY

INSTALLMENTS

1,125,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

59

INDUSTRIAL &

COMMERCIAL

BANK OF CHINA

LTD (ICBC)

300,000,000.00 11.00% BULLET - 29/01/2013

300,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


38

60

INDUSTRIAL

DEVELOPMENT

BANK OF INDIA

2,000,000,000.00 10.50% 42 MONTHLY

INSTALLMENTS

428,571,424.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

61

INDUSTRIAL

DEVELOPMENT

BANK OF INDIA

2,000,000,000.00 10.50% 42 MONTHLY

INSTALLMENTS

952,380,944.76

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

62

INDUSTRIAL

DEVELOPMENT

BANK OF INDIA -

WCDL

3,000,000,000.00 10.50% BULLET - 04/01/2013

3,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

64 ING VYSYA

BANK 900,000,000.00 12.40%

36 MONTHLY

INSTALLMENTS

250,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

65 J P MORGAN

CHASE BANK 1,000,000,000.00 9.50% BULLET 15/05/2013

1,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


39

66 JAMMU &

KASHMIR BANK 3,000,000,000.00 11.60%

14 QUATERLY

INTALLMENTS

1,499,900,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

67 KARNATAKA

BANK 500,000,000.00 11.75%

16 QUARTERLY

INSTALLMENTS

187,106,534.70

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

68 KARNATAKA

BANK 1,000,000,000.00 11.00%

16 QUARTERLY

INSTALLMENTS

937,335,453.47

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

69 KARUR VYASA

BANK 200,000,000.00 13.25%

16 QUARTERLY

INSTALLMENTS

37,500,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

70 KARUR VYASA

BANK 250,000,000.00 13.25%

16 QUARTERLY

INSTALLMENTS

109,375,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


40

71 KOTAK BANK

WCDL 850,000,000.00 10.25% BULLET - 18/12/2013

850,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

73 MIZUHO BANK 1,500,000,000.00 8.65% BULLET - 17/12/2013

1,500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

74 PUNJAB & SIND

BANK 500,000,000.00 12.25%

36 MONTHLY

INSTALLMENTS

13,885,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

75 PUNJAB & SIND

BANK 1,000,000,000.00 11.10%

16 QUARTERLY

INSTALLMENTS

812,500,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

76 PUNJAB

NATIONAL BANK 2,500,000,000.00 14.25%

34 MONTHLY

INSTALLMENTS

74,500,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


41

77 SHINHAN BANK 280,000,000.00 10.10% BULLET-01/01/2014

280,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

78 SOCIETY

GENERAL BANK 350,000,000.00 9.40%

24 MONTHLY

INSTALLMENTS

43,820,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

79 SOUTH INDIAN

BANK 500,000,000.00 12.40%

16 QUARTERLY

INSTALLMENTS

125,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

80 SOUTH INDIAN

BANK 250,000,000.00 12.40%

16 QUARTERLY

INSTALLMENTS

15,625,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

81

STANDARD

CHARTERD

BANK

3,000,000,000.00 8.85%

5 INSTALLMENTS ,1

ST -YEARLY -10CRS

& 2 ND TO 4TH HALF

YEARLY - 50CRS

500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


42

82

STANDARD

CHARTERD

BANK

3,000,000,000.00 10.25% 3 YEARLY

INSTALLMENTS

2,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

83

STATE BANK OF

BIKANER &

JAIPUR

750,000,000.00 12.75% 16 QUARTERLY

INSTALLMENTS

44,878,774.70

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

84 STATE BANK OF

HYDERABAD 2,500,000,000.00 10.75%

16 QUARTERLY

INSTALLMENTS

618,269,408.60

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

85 STATE BANK OF

INDIA (WCDL-4) 4,000,000,000.00 10.00% BULLET - 28/03/2013

4,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

86 STATE BANK OF

INDIA -WCDL 2 600,000,000.00 10.25% BULLET - 27/02/2013

600,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


43

88 STATE BANK OF

MAURITIUS 75,000,000.00 11.50%

12 QUATERLY

INSTALLMENTS

12,500,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

89 STATE BANK OF

MAURITIUS 270,000,000.00 13.75%

12 QUATERLY

INSTALLMENTS

90,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

91 STATE BANK OF

MYSORE 1,000,000,000.00 12.00%

48 MONTHLY

INSTALLMENTS

45,889,740.51

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

93 STATE BANK OF

MYSORE - WCDL 800,000,000.00 10.25% BULLET - 29/01/2013

800,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

94 STATE BANK OF

PATIALA 2,000,000,000.00 11.00%

14 QUARTERLY

INSTALLMENTS ,

STARTING AFTER

MORATORIUM

PERIOD OF 9

MONTHS

328,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


44

96 STATE BANK OF

TRAVANCORE 1,000,000,000.00 12.50%

60 MONTHLY

INSTALLMENTS

582,925,617.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

97 STATE BANK OF

TRAVANCORE 2,000,000,000.00 10.50%

16 QUARTERLY

INSTALLMENTS OF

12.50CRS EACH

2,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

98 SYNDICATE

BANK 1,500,000,000.00 14.25%

48 MONTHLY

INSTALLMENTS

281,200,994.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

99 SYNDICATE

BANK 1,000,000,000.00 11.00%

5 YEARLY

INSTALLMENTS

1,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

100 SYNDICATE

BANK 5,000,000,000.00 11.00%

16 QURATERLY

INSTALLMENTS

5,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


45

102 SYNDICATE

BANK -WCDL 500,000,000.00 10.75% BULLET - 25/02/2013

500,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

103 SYNDICATE

BANK -WCDL 1,100,000,000.00 10.75% BULLET - 20/03/2013

1,100,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

104

TAMILNAD

MERCHANTILE

BANK

500,000,000.00 12.00% 48 MONTHLY

INSTALLMENTS

62,435,077.47

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

105 UBS A.G. BANK 1,000,000,000.00 10.45% BULLET-26/07/2013

1,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

106 UCO BANK 1,500,000,000.00 12.25% 16 QUARTERLY

INSTALLMENTS

280,447,656.96

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


46

107 UNION BANK OF

INDIA 3,000,000,000.00 12.75%

16 QUARTERLY

INSTALLMENTS

747,521,332.80

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

108 UNITED BANK OF

INDIA 1,000,000,000.00 12.50%

16 QUARTERLY

INSTALLMENTS

62,462,486.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

109 UNITED BANK OF

INDIA 1,500,000,000.00 13.25%

16 QUARTERLY

INSTALLMENTS

92,299,661.50

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

110 UNITED BANK OF

INDIA 1,000,000,000.00 12.00%

16 QUARTERLY

INSTALLMENTS

186,425,846.80

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

111 UNITED BANK OF

INDIA 3,000,000,000.00 10.85%

20 QUARTERLY

INSTALLMENTS

2,250,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans


47

112 UNITED BANK OF

INDIA 3,000,000,000.00 10.70%

16 QUARTERLY

INSTALLMENTS

3,000,000,000.00

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

113 VIJAYA BANK 500,000,000.00 10.50% 48 MONTHLY

INSTALLMENTS

207,692,144.54

Secured by an

exclusive

charge by way

of

hypothecation

of specific

movable assets

being fixed /

current assets

relating to

hypothecation

loans

Details of Secured Loans Facilities from Financial Institutions:

SR. NO.

LENDERS NAME

SANCTIONED AMOUNT

REPAYMENT DATES/SCHEDULE PRINCIPAL

AMOUNT O/S Security

1 GE

CAPITAL

500,000,000.00 BULLET - 20/04/2013

500,000,000.00

Secured by an exclusive charge by

way of hypothecation of specific movable

assets being fixed/current assets

relating to hypothecation loans.

2 SIDBI

5,000,000,000.00

20 QRTLY INSTALL OF 25 CRS AFTER AN INTIAL MORATORIUM OF 3

MONTHS

5,000,000,000.00





3 SIDBI

3,200,000,000.00

10 QRTLY INST OF 30CRS & 11 TH QRT INST OF 20 CRS AFTER AN

INITIAL MORATORIUM OF 3 MONTHS

3,200,000,000.00






48

ii. Details of Unsecured Loan Facilities :-

SR.NO LENDERS NAME SANCTIONED

AMT

PRINCIPAL

AMOUNT O/S

REPAYMENT

DATES/SCHEDULE

1 SYNDICATE BANK 1,000,000,000.00 1,000,000,000.00 BULLET - 02/06/2017

2 CREDIT SUISSE A.G 1,000,000,000.00 1,000,000,000.00 BULLET - 29/03/2013

iii. Details of NCDs :-

Details of Secured NCDs:-

Debenture Series

Tenor/ Period

of Maturity

Coupon Amount Date of

Allotment Redemptio

n Date Credit Rating

Security

C3 1826 13.00% 3,000,000,000.00

03-Nov-08 03-Nov-13 AA+ CARE

Secured by specific assets covered under hypothecation loan and by way of exclusive charge and equitable mortgage of immovable property.

C4 1826 13.00% 100,000,000.00

26-Nov-08 26-Nov-13 AA+ CARE


C10 1096 8.30% 250,000,000.00

06-May-10 06-May-13 CAREAA+


C9 1096 9.00% 250,000,000.00

04-May-10 04-May-13 CAREAA+


C1 NEW 1091 10.65% 200,000,000.00

15-Jun-11 10-Jun-14 CARE AA+



49

C3 NEW 731 10.55% 1,250,000,000.00

04-Jul-11 04-Jul-13 CARE AA+


C4 NEW 723 10.15% 2,000,000,000.00



C5 NEW 1096 10.40% 2,000,000,000.00



C10 NEW 754 10.10% 1,000,000,000.00

10-Aug-11 02-Sep-13 CARE AA+


C9A NEW 762 10.05% 250,000,000.00

10-Aug-11 10-Sep-13 CARE AA+


C9B NEW 792 10.05% 250,000,000.00

10-Aug-11 10-Oct-13 CARE AA+


C8 NEW 730 10.10% 50,000,000.00

10-Aug-11 09-Aug-13 CARE AA+


C11 NEW 1093 10.50% 1,250,000,000.00




50

C11 NEW 1826 10.75% 1,600,000,000.00



C12 NEW 3652 10.60% 62,500,000.00

14-Sep-11 13-Sep-21 CARE AA+


C12 NEW 2191 10.50% 62,500,000.00

14-Sep-11 13-Sep-17 CARE AA+


C13 NEW 1077 10.45% 100,000,000.00

11-Nov-11 23-Oct-14 CARE AA+


C15 NEW 548 10.25% 270,000,000.00

29-Nov-11 30-May-13 CARE AA+


C17 NEW 553 10.25% 300,000,000.00

28-Nov-11 03-Jun-13 CARE AA+


C16 NEW 547 10.25% 150,000,000.00

28-Nov-11 28-May-13 CARE AA+


C18 New 725 10.30% 85,000,000.00

01-Dec-11 25-Nov-13 CARE AA+



51

C14 NEW 1096 10.25% 250,000,000.00

24-Nov-11 24-Nov-14 CARE AA+


C14 NEW 1096 10.25% 150,000,000.00



C19 NEW 538 10.25% 30,000,000.00

02-Dec-11 23-May-13 CARE AA+


C20 NEW 544 10.25% 67,000,000.00



C21 NEW 1089 10.48% 600,000,000.00

02-Dec-11 25-Nov-14 CARE AA+


C22 NEW 733 10.30% 150,000,000.00

02-Dec-11 04-Dec-13 CARE AA+


C23 NEW 1096 10.42% 100,000,000.00



C24 NEW 539 10.25% 150,000,000.00




52

C25 NEW 1096 10.42% 350,000,000.00



C26 NEW 735 10.25% 250,000,000.00



SCA002 1827 10.50% 300,000,000.00



SCA003 559 10.20% 100,000,000.00

13-Dec-11 24-Jun-13 CARE AA+


SCA004 727 10.25% 255,000,000.00



SCA005 547 10.21% 50,000,000.00



SCA006 736 10.25% 1,000,000,000.00



SCA08 552 10.20% 750,000,000.00




53

SCA009 1827 10.50% 150,000,000.00



SCA010 637 10.18% 50,000,000.00

16-Dec-11 13-Sep-13 CARE AA+


SCA011 1096 10.30% 800,000,000.00



SCA012 1096 10.30% 100,000,000.00



SCA013 1095 10.32% 201,000,000.00



SCA014 731 10.23% 250,000,000.00



SCA015 1827 10.45% 200,000,000.00



SCA016 534 10.15% 44,000,000.00




54

SCA019 1104 10.35% 250,000,000.00



SCA020 549 10.02% 100,000,000.00

23-Dec-11 24-Jun-13 CRISIL AA


SCR021 560 10.05% 139,000,000.00

26-Dec-11 8-Jul-13 CRISIL AA


SCA022 1094 10.35% 750,000,000.00



SCA025 700 9.95% 750,000,000.00

19-Jan-12 19-Dec-13 CARE AA+


SCA028 546 9.90% 288,000,000.00

20-Jan-12 19-Jul-13 CRISIL AA


SCA029 825 9.95% 409,000,000.00

20-Jan-12 24-Apr-14 CRISIL AA


SCA030 1096 9.92% 250,000,000.00

09-Feb-12 09-Feb-15 CARE AA+



55

SCA032 534 9.85% 46,000,000.00

27-Feb-12 14-Aug-13 CARE AA+


SCA033 1077 9.92% 70,000,000.00

28-Feb-12 09-Feb-15 CARE AA+


SCA034 1098 9.92% 260,000,000.00

28-Feb-12 02-Mar-15 CARE AA+


SCR036 441 9.85% 47,000,000.00

15-Mar-12 30-May-13 CRISIL AA


SCR037 1113 9.90% 130,000,000.00

19-Mar-12 06-Apr-15 CRISIL AA


SCR41 547 10.50% 250,000,000.00

04-Apr-12 03-Oct-13 CRISIL AA


SCR42 730 10.35% 500,000,000.00

26-Jun-12 26-Jun-14 CRISIL AA


SCR43 1095 10.30% 3,100,000,000.00

06-Jul-12 06-Jul-15 CRISIL AA



56

SCR44 728 10.25% 70,000,000.00



SCRCA 045 1826 10.45%

100,000,000.00 10-Jul-12 10-Jul-17

CRISIL AA & CARE AA+


SCR 047 435 10.25% 250,000,000.00

12-Jul-12 20-Sep-13 CRISIL AA


SCR 048 1826 10.30% 2,000,000,000.00



SCR SCB - I

365 9.95% 1,975,000,000.00

30-Jul-12 30-Jul-13 CRISIL A1+


SCR SCB - II

730 10.10% 1,975,000,000.00



SCR 052 399 9.82% 70,000,000.00

30-Aug-12 03-Oct-13 CRISIL AA


SCR 053 1092 10.28% 145,000,000.00

10-Sep-12 07-Sep-15 CRISIL AA



57

SCRCA 055 1826 10.46% 100,000,000.00

12-Sep-12 12-Sep-17



SCR 056 730 9.75% 1,350,000,000.00



SCR 057 730 10.15% 400,000,000.00



SCR 059 730 9.20% 3,000,000,000.00



SCR 060 1095 10.25% 150,000,000.00



SCR 058 1826 10.50% 3,000,000,000.00



SCR061 1088 10.20% 135,000,000.00

05-Oct-12 28-Sep-15 CRISIL AA


SCA062 1096 10.00% 300,000,000.00

11-Oct-12 12-Oct-15 CARE AA+



58

SCA063 728 9.97% 250,000,000.00



SCA064 729 10.00% 500,000,000.00



SCR065 1095 9.85% 500,000,000.00

22-Oct-12 22-Oct-15 CRISIL AA


SCA066 1826 10.20% 100,000,000.00



SCR067 1826 10.20% 100,000,000.00

23-Oct-12 23-Oct-17 CRISIL AA


T SCA001- SERIES I

700 10.10% 1,250,000,000.00

23-Oct-12 23-Sep-14 CARE AA+


T SCA001- SERIES II

881 10.10% 1,850,000,000.00

23-Oct-12 23-Mar-15 CARE AA+


T SCA001- SERIES III

1065 10.10% 900,000,000.00

23-Oct-12 23-Sep-15 CARE AA+



59

T SCR 002 730 9.00% 2,000,000,000.00

02-Nov-12 02-Nov-14 CRISIL AA


T SCACR 003

1826 10.20% 100,000,000.00

06-Nov-12 06-Nov-17



T SCA 004 531 9.40% 40,000,000.00

06-Nov-12 21-Apr-14 CARE AA+


TSCA 005 SERIES I

1095 10.10% 150,000,000.00



TSCR 005 SERIES II

1826 10.20% 100,000,000.00

08-Nov-12 08-Nov-17 CRISIL AA


TSCA 006 730 10.00% 3,000,000,000.00



TSCA 007 730 9.75% 650,000,000.00



T SCA008 1095 10.15% 500,000,000.00




60

T SCA009 1095 10.15% 100,000,000.00



T SCA010 557 9.95% 250,000,000.00



T SCA011 1095 10.15% 100,000,000.00



T SCA012 1095 10.15% 1,000,000,000.00



Details of Unsecured NCDs:-

Debenture

Series

Tenor /

Period

of

Maturity


Allotment

Redemption

Date/

Schedule

Credit

Rating

Secured/

unsecured

Security

C6 NEW 1096 10.07%

2,500,000,000.00 1-Aug-11 1-Aug-14

CARE

AA+ Unsecured N.A

C7 NEW 731 10.20%

500,000,000.00

11-Aug-

11 11-Aug-13

CARE

AA+ Unsecured N.A

C7 NEW 731 10.20%

250,000,000.00

11-Aug-

11 11-Aug-13

CARE

AA+ Unsecured N.A

UCR001 547 10.35%

50,000,000.00 12-Dec-11 11-Jun-13

CRISIL

AA Unsecured N.A

UCR007 544 10.35%

250,000,000.00 15-Dec-11 11-Jun-13

CRISIL

AA Unsecured N.A

UCR017 545 10.15%

300,000,000.00 20-Dec-11 17-Jun-13

CRISIL

AA Unsecured N.A

UCR018 734 10.20%

145,000,000.00 20-Dec-11 23-Dec-13

CRISIL

AA Unsecured N.A

UCR023 910 10.10%

255,000,000.00 12-Jan-12 10-Jul-14

CRISIL

AA Unsecured N.A

UCR024 904 10.10%

191,000,000.00 18-Jan-12 10-Jul-14

CRISIL

AA Unsecured N.A

UCR026 544 10.00%

52,000,000.00 20-Jan-12 17-Jul-13

CRISIL

AA Unsecured N.A

UCR027 543 10.00%

173,000,000.00 20-Jan-12 16-Jul-13

CRISIL

AA Unsecured N.A


61

UCR031 539 9.94%

135,000,000.00 27-Feb-12 19-Aug-13

CRISIL

AA Unsecured N.A

UCA035 447 9.88%

93,000,000.00 29-Feb-12 21-May-13

CARE

AA+ Unsecured N.A

UCA038 1078 10.00%

137,000,000.00

19-Mar-

12 2-Mar-15

CARE

AA+ Unsecured N.A

UCA039 728 10.00%

40,000,000.00

19-Mar-

12 17-Mar-14

CARE

AA+ Unsecured N.A

UCA040 1115 10.00%

215,000,000.00

19-Mar-

12 8-Apr-15

CARE

AA+ Unsecured N.A

UCR046 436 10.40%

750,000,000.00 11-Jul-12 20-Sep-13

CRISIL

AA Unsecured N.A

UCR049 243 11.10%

3,000,000,000.00 20-Jul-12 20-Mar-13

CRISIL

AA Unsecured N.A

UCR050 730 10.35%

500,000,000.00 26-Jul-12 26-Jul-14

CRISIL

AA Unsecured N.A

UCR050 730 10.35%

500,000,000.00 26-Jul-12 26-Jul-14

CRISIL

AA Unsecured N.A

UCR051 123 9.59%

2,000,000,000.00

23-Aug-

12 24-Dec-12

CRISIL

AA Unsecured N.A

UCR 054 730 10.25%

1,600,000,000.00 11-Sep-12 11-Sep-14

CRISIL

AA Unsecured N.A

Details of Subordinated NCDs:-

Debenture

Series

Tenor /

Period of

Maturity


Allotment

Redemption

Date/

Schedule

Credit

Rating

Secured /

unsecured Security

S5 1918 10.55% 250,000,000.00 24-Mar-08 24-Jun-13 FITCH AA

150 Unsecured N.A

S6 1918 10.55% 250,000,000.00 24-Mar-08 24-Jun-13 FITCH AA

150 Unsecured N.A

S8 1980 10.65% 250,000,000.00 02-May-08 03-Oct-13

CARE AA

BY FITCH

150

Unsecured N.A

S1 2009 10.75% 100,000,000.00 30-Nov-07 31-May-13 FITCH AA

50 Unsecured N.A

S2 2008 10.75% 250,000,000.00 29-Jan-08 29-Jul-13 FITCH AA

50 Unsecured N.A

S3 1916 10.40% 150,000,000.00 01-Feb-08 01-May-13 FITCH AA

50 Unsecured N.A

S4 2010 10.60% 150,000,000.00 17-Mar-08 17-Sep-13 FITCH AA

150 Unsecured N.A

S7 1918 10.40% 100,000,000.00 27-Mar-08 27-Jun-13 FITCH AA

150 Unsecured N.A

D9 3652 12.00% 500,000,000.00 04-Aug-08 04-Aug-18 FITCH

FAA 3500 Unsecured N.A

D1 3652 13.00% 200,000,000.00 05-Nov-08 05-Nov-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D2 3652 13.00% 20,000,000.00 05-Nov-08 05-Nov-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D2 3652 13.00% 80,000,000.00 05-Nov-08 05-Nov-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A


62

D3 3652 13.00% 150,000,000.00 07-Nov-08 07-Nov-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D4 1918 12.60% 1,000,000.00 26-Nov-08 26-Feb-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D5 1918 12.60% 500,000,000.00 26-Nov-08 26-Feb-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D6 1916 12.60% 200,000,000.00 11-Dec-08 11-Mar-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D7 1916 12.60% 300,000,000.00 11-Dec-08 11-Mar-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D8 1916 12.60% 30,000,000.00 15-Dec-08 15-Mar-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D10 1916 12.60% 20,000,000.00 23-Dec-08 23-Mar-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D11 3652 13.00% 700,000.00 29-Dec-08 29-Dec-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D12 3652 13.00% 400,000.00 29-Dec-08 29-Dec-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D13 3652 13.00% 3,000,000.00 29-Dec-08 29-Dec-18

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D14 1916 12.60% 50,000,000.00 17-Jan-09 17-Apr-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D15 1917 12.00% 150,000,000.00 02-Apr-09 02-Jul-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D16 1917 12.00% 75,000,000.00 02-Apr-09 02-Jul-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D17 1917 12.00% 25,000,000.00 02-Apr-09 02-Jul-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D18 1917 12.00% 250,000,000.00 18-Apr-09 18-Jul-14

CARE-

AA300 &

FITCH

AA500

Unsecured N.A

D19 1913 11.50% 500,000,000.00 15-Jul-09 10-Oct-14 CARE-

AA600 & Unsecured N.A


63

FITCH

AA650

D21 1918 10.25% 1,000,000,000.00 27-Oct-09 27-Jan-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D22A 3652 10.35% 50,000,000.00 31-Oct-09 31-Oct-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D22B 3652 10.35% 40,000,000.00 31-Oct-09 31-Oct-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D22C 3652 10.35% 200,000,000.00 31-Oct-09 31-Oct-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D23A 3650 10.35% 50,000,000.00 24-Nov-09 22-Nov-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D23B 3650 10.35% 30,000,000.00 24-Nov-09 22-Nov-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D23C 3650 10.35% 50,000,000.00 24-Nov-09 22-Nov-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D23D 3650 10.35% 80,000,000.00 24-Nov-09 22-Nov-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 1,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 10,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 5,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 1,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 10,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 5,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 1,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A


64

D24A 3652 10.25% 10,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 2,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 1,000,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 400,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24A 3652 10.25% 500,000.00 31-Dec-09 31-Dec-19

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 3,000,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 1,000,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 10,000,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 395,000,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 200,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 300,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 100,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 10,000,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D24B 2007 10.00% 500,000.00 31-Dec-09 30-Jun-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D25 2007 10.00% 30,000,000.00 06-Jan-10 06-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D26 1916 10.25% 500,000,000.00 18-Jan-10 18-Apr-15 CARE-



65

FITCH

AA650

D27 1916 10.25% 150,000,000.00 22-Jan-10 22-Apr-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28A 3652 10.25% 70,000,000.00 29-Jan-10 29-Jan-20

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28A 3652 10.25% 5,000,000.00 29-Jan-10 29-Jan-20

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28A 3652 10.25% 5,000,000.00 29-Jan-10 29-Jan-20

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28A 3652 10.25% 10,000,000.00 29-Jan-10 29-Jan-20

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 50,000,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 200,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 100,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 7,000,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 200,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 20,000,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 25,000,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 100,000,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 5,000,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A

D28B 2007 10.00% 100,000.00 29-Jan-10 29-Jul-15

CARE-

AA600 &

FITCH

AA650

Unsecured N.A


66

D29 3652 10.25% 10,000,000.00 15-Feb-10 15-Feb-20 FITCH

AA650 Unsecured N.A

E1 2010 10.25% 500,000,000.00 29-Mar-10 29-Sep-15 CARE-

AA500 Unsecured N.A

F1 3653 11.00% 100,000,000.00 19-Apr-10 19-Apr-20

CARE-

AA500 &

FITCH

AA400

Unsecured N.A

F1 3653 11.00% 100,000,000.00 19-Apr-10 19-Apr-20

CARE-

AA500 &

FITCH

AA400

Unsecured N.A

F1 3653 11.00% 50,000,000.00 19-Apr-10 19-Apr-20

CARE-

AA500 &

FITCH

AA400

Unsecured N.A

F2 3653 10.90% 250,000,000.00 19-Apr-10 19-Apr-20

CARE-

AA500 &

FITCH

AA400

Unsecured N.A

F2 3653 10.90% 250,000,000.00 19-Apr-10 19-Apr-20

CARE-

AA500 &

FITCH

AA400

Unsecured N.A

F3 3653 11.00% 2,000,000,000.00 20-Apr-10 20-Apr-20 CARE-

AA500 Unsecured N.A

E3 1917 10.25% 250,000,000.00 26-Apr-10 26-Jul-15 CARE-

AA500 Unsecured N.A

E2 2192 10.25% 250,000,000.00 19-Apr-10 19-Apr-16

CARE-

AA500 &

CRISIL

AA 200

Unsecured N.A

E5 2192 10.25% 50,000,000.00 03-May-10 03-May-16

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E5 2192 10.25% 100,000,000.00 03-May-10 03-May-16

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E5 2192 10.25% 20,000,000.00 03-May-10 03-May-16

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E5 2192 10.25% 50,000,000.00 03-May-10 03-May-16

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E5 2192 10.25% 30,000,000.00 03-May-10 03-May-16

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

F4 2192 10.25% 250,000,000.00 03-May-10 03-May-16

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E4 3653 10.75% 240,000,000.00 03-May-10 03-May-20

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E4 3653 10.75% 200,000,000.00 03-May-10 03-May-20 CARE-



67

FITCH AA

400

E4 3653 10.75% 10,000,000.00 03-May-10 03-May-20

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E4 3653 10.75% 30,000,000.00 03-May-10 03-May-20

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

E6 3653 10.50% 250,000,000.00 10-May-10 10-May-20

CARE-

AA500 &

FITCH AA

400

Unsecured N.A

F5 3653 10.75% 500,000,000.00 28-May-10 28-May-20

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

F6 2192 10.25% 250,000,000.00 28-May-10 28-May-16

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

F7A 3653 10.60% 50,000,000.00 04-Jun-10 04-Jun-20

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

F7B 3653 10.60% 50,000,000.00 04-Jun-10 04-Jun-20

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

F7C 3653 10.60% 100,000,000.00 04-Jun-10 04-Jun-20

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

F7D 3653 10.60% 50,000,000.00 04-Jun-10 04-Jun-20

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

E7 1918 10.25% 500,000,000.00 14-Jun-10 14-Sep-15

CRISIL-

AA200 &

CARE

AA200

Unsecured N.A

J1 5479 11.00% 110,000,000.00 30-Aug-10 30-Aug-25

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

J1 5479 11.00% 2,000,000.00 30-Aug-10 30-Aug-25

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

J1 5479 11.00% 180,000,000.00 30-Aug-10 30-Aug-25

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

C12 1826 11.25% 3,500,000,000.00 24-Aug-10 24-Aug-15 CARE

AA+ 1050 Unsecured N.A

J2 5479 11.00% 250,000,000.00 09-Sep-10 09-Sep-25

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

J3 2557 10.80% 2,500,000,000.00 13-Sep-10 13-Sep-17 CARE

AA416 Unsecured N.A


68

K1A 6575 11.05% 20,000,000.00 15-Oct-10 15-Oct-28

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

K1B 6575 11.05% 30,000,000.00 15-Oct-10 15-Oct-28

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

K1C 6575 11.05% 200,000,000.00 15-Oct-10 15-Oct-28

CRISIL-

AA 500 &

CARE

AA416

Unsecured N.A

J4 3653 11.50% 250,000,000.00 31-Mar-11 31-Mar-21

CRISIL-

AA 416 &

CARE AA

141

Unsecured N.A

K4 2370 11.45% 500,000,000.00 02-Jan-12 29-Jun-18

CRISIL-

AA &

CARE AA

Unsecured N.A

L01 3651 10.75% 500,000,000.00 11-Jun-12 10-Jun-22 CARE

AA+ Unsecured N.A

L02 3652 10.85% 650,000,000.00 20-Jul-12 20-Jul-22 CARE

AA+ Unsecured N.A

L03 3652 10.65% 700,000,000.00 31-Dec-12 31-Dec-22

CARE

AA+ Unsecured N.A

L04 1673 10.60% 100,000,000.00 31-Dec-12 31-Jul-17

CARE

AA+ Unsecured N.A

Details of Retail and Public issue NCDs :-

S.No.

Debenture Series

Tenor /Period of Maturity

Coupon Amount Date of Allotment

Redemption Date/ Schedule

Credit Rating

Secured /unsecured

Security

1 Privately placed Redeemable Non Convertible Debenture of Rs 1,000/- each

12 Months

to 160 Months

8.50 % to 16.04 %

299,718.88

10th Jan 2001 to

31st Dec 2012

1st Jan 2013 to 31st Dec

2017

Unrated Secured Secured by equitable mortgage of immovable property. Further secured by charge on plant and machinery, furniture and other fixed assets of the Company, charge on Company’s hypothecation loans, other loans, advances and investments of the Company subject to prior charges created or to be created in favour of the Company’s bankers, financial institutions and others.


69

2 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each -(2009) Option -I

60 Months

11.00% 1,744.97 27-Aug-09

26-Aug-14 CARE AA+, Fitch AA(ind)

Secured Secured by specific assets covered under hypothecation loan and by way of exclusive charge and equitable mortgage of immovable property.

3 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each -(2009) Option -II

60 Months

11.25% 1,474.92 27-Aug-09




48 months

11.00% 3,489.95 27-Aug-09




48 months

11.25% 2,949.84 27-Aug-09



6 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each -(2009) Option -III

60 Months

11.03% 10,422.51 27-Aug-09




70

7 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each -(2009) Option -IV

60 Months

11.00% 2,274.12 27-Aug-09



8 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each-(2010) Option –II

84 Months

9.50% 897.03

2-Jun-10 1-Jun-17 CRISIL AA/Stable, CARE AA+



84 Months

10.00% 832.20




84 Months

10.25% 4,525.13



11 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each-(2010) Option –III

60 Months

9.75% 808.45




71


60 Months

10.25% 785.68




60 Months

10.50% 2,142.04




48 months

9.75% 1,616.90




48 months

10.25% 1,571.36




48 months

10.50% 4,284.08




72

17 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each-(2010) Option -I

60 Months

9.00% 3,398.67




60 Months

9.50% 10,495.95




60 Months

9.75% 1,859.85




36 Months

9.75% 1,616.90




36 Months

10.25% 1,571.36




73


36 Months

10.50% 4,284.08




60 Months

11.60% 53,470.83

12-Jul-11 11-Jul-16 CRISIL AA/Stable, CARE AA+



60 Months

11.35% 24,313.78




60 Months

11.10% 7,340.36




36 Months

11.35% 3,462.05




74


36 Months

11.10% 3,173.19




36 Months

11.00% 8,239.72




36 Months

11.15% 8,652.93

10-Aug-12

09-Aug-15 CRISIL AA/Stable, CARE AA+



36 Months

10.25% 14,811.23

10-Aug-12




60 Months

11.40% 14,700.63

10-Aug-12




75


60 Months

10.50% 11,510.58

10-Aug-12




36 Months

11.15% 3,746.96

10-Aug-12




36 Months

10.25% 139.14

10-Aug-12



35 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each-(2012) Option –IV

60 Months

11.40% 6,366.92

10-Aug-12



36 Public issue of Redeemable Non-convertible Debentures of Rs. 1,000/- each-(2012) Option –IV

60 Months

10.50% 71.61

10-Aug-12




76

iv. List Of Top 10 Debenture Holders (As On 31st December, 2012)

Sr.No Name of NCD Holder Aggregate Amount (Rs. In lacs)

1 BIRLA SUN LIFE TRUSTEE COMPANY PVT LIMITED A/C BIRLA SUN LIFE DYNAMIC BOND FUND 62,650.00

2 LIFE INSURANCE CORPORATION OF INDIA 60,000.00

3 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD 59,391.74

4 STANDARD CHARTERED BANK (MAURITIUS) LIMITED -DEBT 59,000.00

5

BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE SAVINGS FUND 30,700.00

6 HSBC BANK (MAURITIUS) LIMITED 30,000.00

7 IDFC SUPER SAVER INCOME FUND- SHORT TERM 21,780.00

8

HDFC TRUSTEE COMPANY LTD HDFC MF MONTHLY INCOME PLAN LONG TERM PLAN 20,962.95

9 KOTAK MAHINDRA BANK LTD 20,000.00

10 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN 20,000.00

v. The amount of corporate guarantee issued by the Issuer along with the name of the Counterparty (like

name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued.

Name of the Company Nature of Guarantee Issued Amount involved

( in Rs. Lakh)

Dhanlaxmi Bank Securtisation 2,530.00

Yes Bank Securtisation 4,919.00

HDFC Bank Securtisation 168.28

OPC Asset Solutions Private Limited

Lease Rental - Shriram Equipment Finance

Company Ltd 100.00

OPC Asset Solutions Private Limited Lease Rental - Shriram Automall India Ltd 200.00

Rentworks India Private Limited Lease Rental - Shriram Automall India Ltd 200.00

Total 8,117.28

Name of the Company Nature of Counter Guarantee Issued Amount involved

( in Rs. Lakh)

Axis Bank Securitisation 10,979.04

Andhra Bank Securitisation

23,262.91

Bank of India Securitisation

8,732.69

ICICI Bank Securitisation

64,305.02

Indus ind Securitisation 3000

Indus ind Insurance 114.54

Indus ind NCD 300

Bank of America Metropolitan Magistrate Court Chennai 66.70


77

Syndicate Bank Securitisation

22,337.46

Allahabad Bank Securitisation

14,531.00

Indian Overseas Bank Securitisation

4,793.00

Union Bank of India Securitisation

28,863.84

IDFC Ltd Securitisation

45,340.66

Total 226,626.86

Except as mentioned above there are no other corporate guarantee issued by the Issuer along with the name of the

Counterparty

vi. Details of Commercial Paper :- The total Face Value of Commercial Papers Outstanding as on the latest

quarter end:

(in lakhs.)

Maturity Date Amount outstanding

08/03/2013 2500

08/03/2013 2500

20/03/2013 10000

21/03/2013 10000

21/03/2013 10000

29/03/2013 1000

20/06/2013 10000

26/07/2013 5000

06/08/2013 2000

13/08/2013 7500

16/08/2013 500

30/08/2013 10000

19/09/2013 2500

vii. Details of Rest of the borrowing ( if any including hybrid debt like FCCB, Optionally Convertible

Debentures / Preference Shares ) as on 31st December, 2012 :- - NIL

Party Name

( in case of

Facility) /

Instrument

Name

Type of

Facility /

Instrument

Amt Sanctioned

/ Issued

Principal Amt

outstanding

Repayment

Date/

Schedule

Credit

Rating

Secured

/Unsecured

Security

- - - - - - - -

viii. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities and other financial indebtedness including corporate guarantee issued by the Company, in the past

5 years.

NIL

ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for

consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of

an option;

The Company till date has not issued any debt securities for consideration other than cash in whole or part/

pursuance of an option.


78

The Company has issued debt securities at a Discount. Details of debt securities issued at a Discount as on

December 31, 2012 are as follows:

ISIN NO. Particular Rating Amount Issued value

INE721A07BV4 DSP BLACK ROCK CARE AA+ 150,000,000.00 123,194,210.00

INE721A07CC2 DSP BLACK ROCK CARE AA+ 250,000,000 205,400,750

INE721A07CD0 HDFC MF CARE AA+ 255,000,000.00 209,957,565.00

INE721A07CB4 IDFC LTD CARE AA+ 1,000,000,000.00 821,164,500.00

INE721A07CJ7 RELIANCE MUTUAL

FUND CARE AA+ 201,000,000.00 149,703,996.00

INE721A07CM1 HSBC BANK CARE AA+ 250,000,000.00 185,596,000.00

INE721A07CP4 RELIANCE MUTUAL

FUND CRISIL AA 139,000,000.00 120,006,623.00

INE721A07CS8 PRUDENTIAL ICICI MF CRISIL AA 288,000,000.00 250,071,552.00

INE721A07CT6 PRUDENTIAL ICICI MF CRISIL AA 409,000,000.00 330,073,634.00

INE721A07CV2 DEUTSCHE MF CARE AA+ 46,000,000.00 40,092,818.00

INE721A07DA4 UTI MF CRISIL AA 130,000,000.00 97,482,970.00

INE721A07DF3 TARUS FIN SEC PVT LTD CRISIL AA & CARE AA+ 100,000,000.00 99,850,000.00

INE721A07DX6 UTI MF CRISIL AA 135,000,000.00 101,064,375.00

INE721A08AO9 RELIGARE MUTUAL

FUND CRISIL AA 50,000,000.00 43,139,000.00

INE721A08AP6 BIRLA MUTUAL FUND CRISIL AA 250,000,000.00 215,869,750.00

INE721A08AQ4 BIRLA MUTUAL FUND CRISIL AA 300,000,000.00 259,676,100.00

INE721A08AR2 BIRLA MUTUAL FUND CRISIL AA 145,000,000.00 119,273,085.00

INE721A08AT8 BIRLA MUTUAL FUND CRISIL AA 255,000,000.00 200,612,580.00

INE721A08AU6 BIRLA MUTUAL FUND CRISIL AA 191,000,000.00 150,500,551.00

INE721A08AV4 DSP BLACK ROCK

MUTUAL FUND CRISIL AA 52,000,000.00 45,114,004.00

INE721A08AW2 BIRLA MUTUAL FUND CRISIL AA 173,000,000.00 150,129,919.00

INE721A08AX0 BIRLA MUTUAL FUND CRISIL AA 135,000,000.00 117,370,350.00

INE721A08AY8 SBI MUTUAL FUND CARE AA+ 93,000,000.00 82,865,046.00

INE721A08679 A K CAPITAL SERVICES

LTD.

CARE-AA300 & FITCH

AA500 150,000,000.00 138,450,000.00


(PVT) LTD.

CARE-AA300 & FITCH

AA500 75,000,000.00 69,225,000.00


LTD.

CARE-AA300 & FITCH

AA500 25,000,000.00 23,075,000.00


LTD.

CARE-AA300 & FITCH

AA500 250,000,000.00 230,750,000.00


LTD.

CARE-AA600 & FITCH

AA650 1,000,000,000.00 971,500,000.00

INE721A08810 WELSPUN GUJARAT

STAHL ROHREN LTD.

CARE-AA600 & FITCH

AA650 500,000,000.00 483,000,000.00

INE721A08828 WELSPUN GUJARAT

STAHL ROHREN LTD.

CARE-AA600 & FITCH

AA650 150,000,000.00 144,900,000.00

INE721A08919 WELSPUN INDIA LTD. CARE-AA500 250,000,000.00 241,500,000.00

INE721A08950 MSK PROJECTS INDIA

LTD.

CARE-AA500 & FITCH AA

400 250,000,000.00 243,950,000.00

INE721A08BC2 WELSPUN CORP LTD CARE AA+ 500,000,000.00 492,465,000.00


79

Execpt as mentioned above there are no outstanding borrowings taken/ debt securities issued where taken /

issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or

(iii) in pursuance of an option

h. Details of promoters of the Company:

i. Details of promoter holding in the company as on the latest quarter end:

Details of promoter holding in the company as on the latest quarter end: 31.12.2012

Sr.No.

Name of the

shareholder

Details of Shares held

Encumbered shares (*) Details of warrants Details of

convertible securities

Total Shares (including underlying

shares assuming

full conversion of warrants

and Convertible securities) as a % of diluted

share capital

Number of Shares

held

As a % of

grand Total

(A)+(B)+(C)

Number

As a percenta

ge

As a % of

grand total

(A)+(B)+(C) of

Sub-clause (I) (a)

Number of

Warrants

held

As a % total

number of

warrants of the

same class

Number of

convertible

securities held

As a % total

number of

Convertible

securities of the

same class

(I) (II) (III) (IV) (V) (VI) = (V) /

(III)*100 (VII) (VIII) (IX) (X) (XI) (XII)

1

Shriram Capital Limited - (Promoter)

58502778 25.79 0 0 0 0 0 0 0 25.79

Total 58502778 25.79 0 0 0 0 0 0 0 25.79

I

The Hon‟ble Madras High Court has sanctioned the Scheme of Arrangement entailing merger of Shriram Holdings (Madras) Private Limited

(SHMPL) into Shriram Transport Finance Company Limited. Consequently, SHMPL ceased to be the Promoter and shareholder of the Company

from the Effective Date of the Scheme being November 5,2012.

II

The Promoter Group as defined under Regulation 2(1)(t) of Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers Regulations, 2011, (SAST Regulations 2011): (1)Shriram Ownership Trust,(2)Shriram Financial Ventures (Chennai) Private

Limited,(3)Shriram Retail Holdings Private Limited,(4)Shriram Life Insurance Company Limited,(5)Shriram General Insurance Company

Limited,(6)Shriram Credit Company Limited,(7)Bharat Reinsurance Brokers Private Limited,(8)Shriram Overseas Investments Private

Limited,(9)Shriram Investments Holdings Limited,(10)Shriram Enterprise Holdings Private Limited,(11)Bharat Investments Pte. Limited,

Singapore,(12)Shriram City Union Finance Limited,(13)Shriram Fortune Solutions Limited,(14)Shriram Wealth Advisors Limited,(15)Shriram

Insight Share Brokers Limited,(16)Shriram Financial Products Solutions (Chennai) Private Limited,(17)Shriram Housing Finance Limited

and(18)Insight Commodities and Futures Private Limited.

III

The Persons Acting in Concert (PAC), as defined in the SAST Regulations 2011 for the purpose of Regulation 10 of SAST Regulations, 2011: (i)

Newbridge India Investments II Limited, (ii) Newbridge India Investments III Limited, (iii) Newbridge Asia IV, L.P., (iv) Southern Pine Pte.

Limited, (v) Sanlam Emerging Markets (Mauritius) Ltd, (vi) Shriram Asset Management Company Limited, (vii) Shriram Mutual Fund (SMF),

(viii) Mr. S. Krishnamurthy (Trustee of SMF), (ix) Mr. S M Prabhakaran (Trustee of SMF), (x) Mr. V.N. Shivashankar (Trustee of SMF), (xi) Mr.

N.R. Sridharan (Trustee of SMF) (xii) Shriram Automall India Limited and (xiii) Shriram Equipment Finance Company Limited.

IV All the entities mentioned in Note No. II and Note No. III are PACs for not less than three years except the entities at Sr. No. (2),(16) and (17) in

Note No.II and the entities at Sr. No. (v),(viii), (x),(xii) in Note No III which are PACs for less than three years.

V None of the above-mentioned entities in Note No.II and III hold any shares in the Company except the entity at Sr. No. (i) in Note No.III.

(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.


80

i. Abridged version of audited consolidated (wherever available) and standalone financial information (

like profit & loss statement, balance sheet and cash flow statement) for at least last three years and

auditor qualifications , if any.

A) SUMMARY INFORMATION OF OUR CONSOLIDATED ASSETS AND LIABILITIES

(`Rs. in Lacs)

Particulars

As at March 31,

2012 2011 2010

Equity and Liabilities

A Shareholder's fund

Share Capital 22,632.46 22,618.47 22,554.18

Reserves and Surplus 580,631.65 466,717.33 361,852.65

Total Shareholder's fund 603,264.11 489,335.80 384,406.83

B Non-current liabilities

(a) Long term borrowings 1,516,025.12 1,272,353.03 1,038,093.71

(b) Other long term liabilities 183,804.08 235,715.57 176,145.74

(c) Long term provisions 137,648.48 100,762.93 63,644.86

Total Non-current liabilities 1,837,477.68 1,608,831.53 1,277,884.31

C Current liabilities

(a) Short term borrowings 347,613.74 80,234.79 191,967.57

(b) Trade payables 59,964.48 48,557.03 8,624.15

(c) Other current liabilities 836,649.48 966,410.85 821,986.09

(d) Short term provisions 18,815.08 18,797.66 15,017.43

Total Current liabilities 1,263,042.78 1,114,000.33 1,037,595.24

D Total Equity and Liabilities (A+B+C) 3,703,784.57 3,212,167.66 2,699,886.38

Assets

E Non-current assets

(a) Fixed assets 5,366.20 4,351.59 4,406.64

(b) Non-current investments 27,207.81 22,316.98 4,120.92

(c) Deferred tax assets (net) 21,833.97 15,416.68 7,472.94

(d) Long term loans and advances 1,652,865.08 1,469,645.40 1,253,276.95

(e) Other non-current assets 10,368.31 8,055.92 15,755.86

Total Non- current assets 1,717,641.37 1,519,786.57 1,285,033.31

F Current assets


81

(`Rs. in Lacs)

Particulars

As at March 31,

2012 2011 2010

(a) Current investments 339,417.21 325,423.23 181,431.53

(b) Inventories 92.88 1,293.61 -

(c) Trade receivables 25.80 1.64 -

(d) Cash and bank balances 532,180.71 371,142.77 441,331.97

(e) Short term loans and advances 1,106,414.44 987,823.26 786,508.45

(f) Other current assets 8,012.16 6,696.58 5,581.12

Total Current assets 1,986,143.20 1,692,381.09 1,414,853.07

G Total Assets (E+F) 3,703,784.57 3,212,167.66 2,699,886.38

B) SUMMARY INFORMATION OF OUR CONSOLIDATED PROFIT AND LOSS ACCOUNT

(Rs. in Lacs)

Particulars For the year ended March 31,

2012 2011 2010

A. Income

i Revenue from operations 618,691.17 545,472.81 446,445.11

ii Other Income 71.96 2,865.41 3,698.01

Total Income 618,763.13 548,338.22 450,143.12

B. Expenditure

i Adjustment due to decrease/(increase) in

inventory of vehicles

1,197.50 (1,293.61) -

ii Purchase of used commercial vehicles 4,443.59 6,924.22 -

iii Refurbishment expenses 202.17 271.54 -

iv Employee benefit expenses 40,759.57 37,106.86 22,508.15

v Finance cost 253,174.80 229,282.57 225,142.22

vi Depreciation and amortization 1,737.39 1,129.04 1,495.84

vii Other expenses 43,923.97 38,657.61 27,303.12

viii Provisions & write offs 77,572.81 52,505.88 41,237.05

Total Expenditure 423,011.81 364,584.12 317,686.38

C. Net Profit Before Taxation (A-B) 195,751.32 183,754.10 132,456.74

D. Provision for taxation

Current tax 71,293.28 69,985.67 49,980.20

Deferred tax (6,417.28) (7,943.74) (4,833.46)


82

Fringe Benefit Tax

Total tax expense / (income) 64,876.00 62,041.93 45,146.74

E. Profit after tax from continuing

operations (C-D)

130,875.32 121,712.17 87,310.00

Share of Profit / (Loss) of Associate 6.00 (0.95) (7.44)

F. Net profit after taxes, Minority

Interest and Share of Profit/(Loss) of

Associate

130,881.32 121,711.22 87,302.56

C) SUMMARY INFORMATION OF OUR CONSOLIDATED CASH FLOW STATEMENT

(`Rs. in Lacs)

Particulars For the year ended March 31,

2012 2011 2010

A. Cash flow from operating activities

Profit before taxes 195,751.32 183,754.10 132,456.74

Depreciation and amortization 1,737.39 1,129.04 1,495.84

Loss / (profit) on sale of fixed assets (net) 42.32 36.73 (62.40)

Provision for non-moving Inventory 3.23 - -

Provision for doubtful advance 16.17 - -

Provision for diminution in value of investments 178.66 (79.87) 20.34

Employees Stock option compensation cost 57.42 116.85 341.30

Premium on Government Securities 0.64 3.40 -

Amortization of Discount on Government Securities (73.14) (52.64) -

Issue expenses for equity shares 152.78 152.96 25.28

Public issue expenses for non-convertible debentures 1,458.74 1,046.41 473.42

Provision for credit loss on securitization 18,806.24 17,795.15 7,971.84

Provisions for non-performing assets and bad debt written off 57,658.25 29,750.36 33,244.87

Provisions for standard assets 929.66 5,040.24 -

Provision for gratuity 547.26 301.09 148.72

Provision for leave encashment 172.50 528.52 146.44

Operating profit before working capital changes 277,439.44 239,522.34 176,262.39

Movements in working capital:

Increase / (decrease) in trade payables 11,407.45 39,932.88 1,950.25

Increase / (decrease) in provisions 1,929.27 9,230.60 8,190.50

Increase / (decrease) in provision for service tax- contested 345.72 - -

Increase / (decrease) in other liabilities (66,463.53) 154,271.72 176,148.31

Decrease / (increase) in investments (18,987.30) (162,093.07) (120,099.31)

Decrease / (increase) in loans and advances (343,538.11) (440,286.06) (222,695.08)

Decrease/(increase) in bank deposits (having original maturity

of more than three months)(net)

41,998.93

9,046.34

(88,988.22)

Decrease / (increase) in trade receivables (24.16) (1.64) 126.81

Decrease / (increase) in inventories 1,197.50 (1,293.61) 399.24

Decrease / (increase) in other assets (1,333.37) (772.78) (1,293.81)


83

Cash generated from operations (96,028.16) (152,443.28) (69,998.92)

Direct taxes paid (net of refunds) (72,693.72) (69,164.30) (48,629.29)

Net cash flow from/used in operating activities (A) (168,721.88) (221,607.58) (118,628.21)

B. Cash flows from investing activities

Purchase of fixed assets including intangibles assets (2,846.84) (1,100.43) (629.41)

Proceeds from sale of fixed assets 54.85 27.72 8,162.44

Net cash used in investing activities (B) (2,791.99) (1,072.71) 7,533.03

C. Cash Flows from financing activities

Proceeds from issuance of equity share capital 13.99 64.29 2,205.62

Securities premium on issue of equity capital 34.99 160.70 78,593.65

Amount received from institutional borrowing 993,650.85 845,483.97 942,994.32

Amount received from Public issue of non-convertible

debentures 99,999.93 49,999.99 95,784.73

Increase / (decrease) in Retail borrowings 42,874.42 118,264.77 9,992.10

Repayment of institutional borrowing (713,523.96) (841,497.00) (1,212,914.5

6)

Buyback of Public issue non-convertible debentures (27,505.26) - -

Issue expenses for equity shares paid - (11.05) (1,516.75)

Public issue expenses for non-convertible debentures paid (1,867.43) (1,174.12) (2,690.64)

Dividend paid (14,702.91) (14,659.17) (12,720.40)

Tax on dividend (2,385.19) (2,434.70) (2,161.83)

Net cash from financing activities (C) 376,589.43 154,197.68 (102,433.76)

Net increase / (decrease) in cash and cash equivalents (A +

B + C) 205,075.56 (68,482.61) (213,528.94)

Cash and Cash Equivalents at the beginning of the year 179,042.71 247,525.32 461,054.26

Cash and Cash Equivalents at the end of the year 384,118.27 179,042.71 247,525.32

D) SUMMARY INFORMATION OF OUR UNCONSOLIDATED ASSETS AND LIABILITIES

(Rs. in

Lacs)

Particulars As at March 31,

2012 2011 2010

Equity and Liabilities

A Shareholder's fund

Share Capital 22,632.46 22,618.47 22,554.18

Optionally Convertible warrants - - -

Reserves and Surplus 576,598.79 467,820.83 361,679.12

Total Shareholder's fund 599,231.25 490,439.30 384,233.30

B Share application money pending

allotment

- - -

C Non-current liabilities

(a) Long term borrowings 1,468,683.98 1,246,103.03 1,038,093.71

(d) Other Long term liabilities 183,685.75 235,715.57 176,145.74


84

(b) Deferred tax liabilities (net) - - -

(c) Long term provisions 136,905.61 100,643.00 63,644.86

Total Non-current liabilities 1,789,275.34 1,582,461.60 1,277,884.31

D Current liabilities

(a) Short term borrowings 304,023.56 80,234.79 191,967.57

(b) Trade payables 47,564.15 33,318.81 8,621.51

(c) Other current liabilities 819,293.03 957,863.74 821,985.82

(d) Short term provisions 18,360.45 18,545.60 15,017.37

Total Current liabilities 1,189,241.19 1,089,962.94 1,037,592.27

E Total Equity and Liabilities

(A+B+C+D)

3,577,747.78 3,162,863.84 2,699,709.88

Particulars As at March 31,

2012 2011 2010

Assets

F Non-current assets

(a) Fixed assets 3,770.87 3,639.07 4,406.64

(b) Non-current investments 56,027.49 39,142.66 3,920.65

(c) Deferred tax assets (net) 21,667.50 15,368.69 7,472.13

(d) Long term loans and advances 1,572,971.32 1,425,239.76 1,253,272.43

(e) Other non-current assets 10,366.68 8,055.39 15,755.86

Total Non-current assets 1,664,803.86 1,491,445.57 1,284,827.71

G Current assets

(a) Current investments 339,417.21 325,423.22 181,671.53

(b) Inventories - - -

(c) Trade receivables - - -

(d) Cash and bank balances 530,809.23 357,237.71 441,116.22

(e) Short-term loans and advances 1,034,705.34 982,068.93 786,513.40


85

(f) Other current assets 8,012.14 6,688.41 5,581.02

Total Current assets 1,912,943.92 1,671,418.27 1,414,882.17

H Total Assets (F+G) 3,577,747.78 3,162,863.84 2,699,709.88

E) SUMMARY INFORMATION OF OUR UNCONSOLIDATED PROFIT AND LOSS ACCOUNT

(`Rs. in Lacs)

Particulars

For the year ended March 31,

2012 2011 2010

A

.

Income

i Revenue from operations 588,917.16 537,240.04 446,443.44

ii Other Income 470.5 2,865.41 3,694.86

Total Income 589,387.66 540,105.45 450,138.30

B. Expenditure

i Raw material consumed - - -

ii Employee benefit expenses 37,005.63 35,821.25 22,508.15

iii Finance cost 246,120.55 229,055.43 225,142.22

iv Depreciation and amortization 1,346.35 1,082.07 1,495.84

v Other expenses 39,994.76 36,906.60 27,295.92

vi Impairment Loss/(reversals) on fixed

assets

- - -

vi

i

Provisions & write offs 76,829.35 52,347.33 41,237.05

Total Expenditure 401,296.64 355,212.69 317,679.18

C

.

Net Profit Before Taxation (A-B) 188,091.02 184,892.76 132,459.12

D

.

Provision for taxation

Current tax 68,644.87 69,801.32 49,980.03

Deferred tax -6,298.81 -7,896.56 -4,832.65

Fringe benefit tax - - -

Total tax expense / (income) 62,346.06 61,904.76 45,147.38

E. Profit after tax from continuing

operations (C-D)

125,744.96 122,988.00 87,311.74


86

F) SUMMARY INFORMATION OF OUR UNCONSOLIDATED CASH FLOW STATEMENT

(Rs. in Lacs)

Particulars


2012 2011 2010

A. Cash flow from operating activities

Profit before taxes 188,091.02 184,892.76 132,459. 12

Depreciation and amortization 1,346.35 1,082.07 1,495.84

Provision for impairment of windmill - - -

Loss / (profit) on sale of fixed assets (net) 42.4 36.75 -62.4

Provision for diminution in value of investments 178.66 -79.87 20.34

Employees Stock option compensation cost 57.42 116.85 341.3

Premium on Government Securities 0.64 3.4 -

Provision for hedging contracts - - -

Amortization of Discount on Government

Securities

-73.14 -52.64 -

Issue expenses for equity shares 152.78 152.96 25.28

Public issue expenses for non - convertible

debentures

1,458.74 1,046.41 473.42

Provision for credit loss on securitization 18,806.24 17,795.15 7,971.84

Provisions for non-performing assets and bad

debt written off

57,236.31 29,750.36 33,244.87

Provisions for standard assets 608.14 4,881.70 -

Provision for gratuity 461.09 291.04 148.72

Provision for leave encashment 106.54 507.9 146.44

Operating profit before working capital

changes

268,473.19 240,424.84 176,264.77

Movements in working capital:

Increase / (decrease) in trade payables 14,245.34 24,697.30 1,947.61

Increase / (decrease) in provisions 1,929.27 9,230.60 8,190.47

Increase / (decrease) in provision for service tax-

contested

345.72 - -

Increase / (decrease) in other liabilities -69,141.17 149,474.88 176,148.03

Decrease / (increase) in trade receivables - - 126.81

Decrease / (increase) in inventories - - 399.24

Decrease / (increase) in investments -18,987.30 -162,093.05 -120,099.31

Decrease / (increase) in investments in

subsidiaries

-12,000.00 -16,785.00 -215

Decrease / (increase) in loans and advances -242,219.94 -390,122.11 -222,695.02

Decrease/(increase) in bank deposits (having

original maturity of more than three months)(net)

41,999.93 9,050.14 -88,988.21

Decrease / (increase) in other assets -1,341.42 -764.68 -1,293.72

Cash generated from operations -16,696.38 -136,887.08 -70,214.33

Direct taxes paid (net of refunds) -69,834.58 -69,162.44 -48,629.16

Net cash flow from/used in operating activities

(A)

-86,530.96 -206,049.52 -118,843.49

B. Cash flows from investing activities

Purchase of fixed assets including intangibles

assets

-1,572.48 -345.05 -624.86

Proceeds from sale of fixed assets 54.23 27.25 8,162.44

Change in Capital Work in Progress

Net cash used in investing activities (B) -1,518.24 -317.8 7,537.58


87

Particulars


2012 2011 2010

C. Cash Flows from financing activities

Proceeds from issuance of equity share capital 13.99 64.29 2,200.62

Securities premium on issue of equity capital 34.98 160.7 78,593.65

Amount received from institutional borrowing 917,407.01 815,481.66 942,994.32

Amount received from Public issue of non-

convertible debentures

99,999.93 49,999.99 95,784.73

Increase / (decrease) in Retail borrowings 42,874.42 118,264.77 9,992.10

Repayment of institutional borrowing -708,211.46 -841,497.00 -1,212,914.56

Buyback of Public issue non-convertible

debentures

-27,505.26 - -

Issue expenses for equity shares paid - -11.05 -1,516.75

Public issue expenses for non-convertible

debentures paid

-1,867.43 -1,174.12 -2,690.64

Interest Paid

Dividend paid -14,702.91 -14,659.17 -12,720.40

Tax on dividend -2,384.94 -2,434.68 -2,161.85

Net cash from financing activities (C) 305,658.34 124,195.38 -102,438.78

Net increase / (decrease) in cash and cash

equivalents (A + B + C)

217,609.14 -82,171.94 -213,744.69

Cash and Cash Equivalents at the beginning of

the year

165,137.64 247,309.57 461,054.26

Cash and Cash Equivalents at the end of the

year

382,746.78 165,137.64 247,309.57

j. Abridged version of latest audited / limited review half yearly consolidated (wherever available) and

standalone financial information (like profit & loss statement, and balance sheet) and auditors’

qualifications, if any

A) SUMMARY INFORMATION OF ASSETS AND LIABILITIES ON CONSOLIDATED BASIS

(Rs. in lacs)

Particulars Note No As at December

31, 2012

As at March 31,

2012

I. EQUITY AND LIABILITIES

(1) Shareholders' funds

(a) Share capital 3

22,687.89

22,632.46

(b) Reserves and surplus 4

683,366.24

580,631.65

706,054.13

603,264.12

(2) Non-current liabilities

(a) Long-term borrowings 5

1,666,269.77

1,516,025.12

(b) Other Long term liabilities 6

159,197.48

183,804.08

(c) Long term provisions 7

152,264.30

137,648.48

1,977,731.55

1,837,477.68


88

(3) Current liabilities

(a) Short-term borrowings 8

619,874.67

347,613.74

(b) Trade payables

63,893.66

59,964.48

(c) Other current liabilities 6

1,149,521.31

836,649.47

(d) Short-term provisions 7

17,221.03

18,815.09

1,850,510.67

1,263,042.78

Total

4,534,296.34

3,703,784.58

II. Assets

(1) Non-current assets

(a) Fixed assets 9

(i) Tangible assets

6,304.11

5,007.77

(ii) Intangible assets

315.27

358.43

(b) Non-current investments 10

27,339.20

27,207.81

(c) Deferred tax assets (net) 11

28,128.10

21,833.97

(d) Long term loans and advances 12

2,131,141.22

1,652,865.07

(e) Other non-current assets 13

7,302.31

10,368.31

2,200,530.22

1,717,641.36

(2) Current assets

(a) Current investments 14

407,270.23

339,417.21

(b) Inventories

2.79

92.88

(b) Trade receivables

12.43

25.80

(b) Cash and bank balances 15

410,185.39

532,180.72

(c) Short-term loans and advances 12

1,509,713.52

1,106,414.44

(d) Other current assets 13

6,581.76

8,012.16

2,333,766.13

1,986,143.22

Total

4,534,296.35

3,703,784.58


89

B) SUMMARY INFORMATION OF OUR CONSOLIDATED PROFIT AND LOSS ACCOUNT

(Rs. in lacs)

Particulars Note No

For the period

April 01, 2012

to December

31, 2012

For the period

April 01, 2012 to

December 31, 2011

Income

Revenue from operations 16

509,563.84 460,312.90

Other income 17

1,226.77 52.50

Total

510,790.61 460,365.39

Expenditure

Adjustment due to decrease/(increase) in inventory of

vehicles

92.87 679.03

Purchase of vehicles

- 4,120.85

Refurbishment expenses

2.41 180.32

Employee benefit expenses 18

32,588.21 30,685.95

Finance cost 19

218,178.98 187,599.26

Depreciation and amortisation 9

1,615.79 990.42

Other expenses 20

34,564.14 31,482.50

Provisions & write offs 21

63,972.45 57,858.47

Total

351,014.84 313,596.80

Profit before taxation

159,775.77 146,768.61


Current tax

58,049.37 53,172.28

Deferred tax 11

(6,294.15) (4,410.87)

Total tax expense / (income)

51,755.22 48,761.40

Profit after tax from continuing operations

108,020.55 98,007.22

Share of Profit of Associate

(22.90) (2.80)

Net profit after taxes, Minority Interest and Share

of Profit of Associate

107,997.65 98,004.42

Earnings per share 22

Basic (Rs.)

47.61 43.33

Diluted (Rs.)

47.61 43.28


90

Nominal value of equity share (Rs.)

10.00 10.00

A) SUMMARY INFORMATION OF ASSETS AND LIABILITIES ON STANDALONE BASIS

(Rs. in lacs)

Particulars Note No As at December 31, 2012 As at March 31, 2012

I. EQUITY AND LIABILITIES

(1) Shareholders' funds

(a) Share capital 3

22,687.89

22,632.46

(b) Reserves and surplus 4

671,876.36

576,598.79

694,564.26

599,231.25

(2) Non-current liabilities

(a) Long-term borrowings 5

1,608,389.58

1,468,683.97

(b) Other Long term liabilities 6

153,860.57

183,685.75

(c) Long term provisions 7

150,602.82

136,905.61

1,912,852.97

1,789,275.33

(3) Current liabilities

(a) Short-term borrowings 8

540,108.70

304,023.56

(b) Trade payables

53,282.19

47,564.15

(c) Other current liabilities 6

1,067,762.30

819,293.03

(d) Short-term provisions 7

16,550.62

18,360.44

1,677,703.80

1,189,241.18

Total

4,285,121.03

3,577,747.76

II. Assets

(1) Non-current assets

(a) Fixed assets 9

(i) Tangible assets

5,100.44

3,624.70

(ii) Intangible assets

168.76

146.17

(b) Non-current investments 10

56,181.78

56,027.49

(c) Deferred tax assets (net) 11

27,847.87

21,667.50

(d) Long term loans and advances 12

1,974,009.44

1,572,971.32

(e) Other non-current assets 13

7,301.18

10,366.68


91

2,070,609.47 1,664,803.86

(2) Current assets

(a) Current investments 14

407,270.23

339,417.21

(b) Inventories

-

(b) Trade receivables

-

(b) Cash and bank balances 15

408,003.04

530,809.22

(c) Short-term loans and advances 12

1,392,656.61

1,034,705.33

(d) Other current assets 13

6,581.67

8,012.14

2,214,511.56

1,912,943.90

Total

4,285,121.03

3,577,747.76

B) SUMMARY INFORMATION OF PROFIT AND LOSS ACCOUNT ON STANDALONE BASIS

(Rs. in lacs)

Particulars Note No

For the period

April 01, 2012 to

December 31,

2012

For the period April 01,

2011 to December 31,

2011

Income

Revenue from operations 16

477,115.69 440,553.99

Other income 17

1,544.88 287.11

Total

478,660.57 440,841.11

Expenditure

Adjustment due to decrease/(increase) in inventory of

vehicles

-

Purchase of vehicles

-

Refurbishment expenses

-

Employee benefit expenses 18

28,708.63 28,088.22

Finance cost 19

205,279.66 183,239.42

Depreciation and amortisation 9

1,285.88 764.19

Other expenses 20

31,473.06 29,231.62

Provisions & write offs 21

62,949.25 57,531.53

Total

329,696.48 298,854.98

Profit before taxation 141,986.14


92

148,964.09


Current tax

54,604.25 51,381.97

Deferred tax 11

(6,180.38) (4,334.02)

Total tax expense / (income)

48,423.87 47,047.94

Profit after tax from continuing operations

100,540.22 94,938.20

Share of Profit of Associate

Net profit after taxes, Minority Interest and Share

of Profit of Associate

100,540.22 94,938.20

Earnings per share 22

Basic (Rs.)

44.33 41.97

Diluted (Rs.)

44.32 41.93

Nominal value of equity share (Rs.)

10.00 10.00

k. Any material event/ development or change having implications on the financials/credit quality

(e.g. Any material regulatory proceedings against the issuer/promoters, tax litigations

resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect

the issue or the investor’s decision to invest / continue to invest in the debt securities.

Subject to the risk factors mentioned herein below and circumstances/situations that may arise there from, in our

opinion, there have been no circumstances that could materially and adversely affect, or likely to affect the trading

or profitability of the Company, which may affect the issue or the investor‟s decision since the company has met all

its obligations in time towards payment of interest / repayment of principal amount.

The following are the risks envisaged by the management and the investors should consider the following risk

factors carefully for evaluating the trading or profitability of the Company and its business before making any

investment decision. Unless the context requires otherwise, the risk factors described below apply to the Company

only.

The investors must rely on their own examination and investigation of the Company and its business, their

promoters, associate companies and the Issue including the risks and uncertainties involved.

The Company and its business are subject to risks, uncertainties and assumptions, internal as well as external, and

could materially affect the performance of the company. The following are some of the important factors that could

cause actual results to differ materially from the Company‟s expectations:

INTERNAL RISK FACTORS

Risks relating to our Company and its Business

1. Our financial performance is particularly vulnerable to interest rate volatility.

Our results of operations are substantially dependent upon the level of our Net Interest Margins. Income from

operations is the largest component of our total income, and constituted 99.47% and 99.92% of our total income in

fiscal 2011 and fiscal 2012, respectively. As of March 31, 2012, our assets under financing activities (net of

securitization and assignment) was Rs. 22,08,048.80 lacs. We borrow funds on both fixed and floating rates. We

are exposed to interest rate risks as a result of lending to customers predominantly at fixed interest rates and in

amounts and for periods which may differ from our funding sources. Volatility in interest rates can materially and

adversely affect our financial performance and cash flows. In a rising interest rate environment, if the yield on our

interest-earning assets does not increase simultaneously with or to the same extent as our cost of funds, or, in a

declining interest rate environment, if our cost of funds does not decline simultaneously or to the same extent as the


93

yield on our interest-earning assets, our net interest income and net interest margin would be adversely impacted.

Additional risks arising from increasing interest rates, among others, include:

increases in the rates of interest charged on various loans in our loan portfolio, which could result in

the extension of loan maturities and higher monthly installments due from borrowers which, in turn,

could result in higher rates of default;

reductions in the volume of commercial vehicle loans as a result of clients' inability to service high

interest rate payments; and

reduction in the value of fixed income securities held in our investment portfolio.

Accordingly, our operations are susceptible to fluctuations in interest rates. Interest rates are highly sensitive and

fluctuations thereof are dependent upon many factors which are beyond our control, including the monetary

policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic and

political conditions, inflation and other factors. Rise in inflation, and consequent changes in Bank rates, Repo rates

and Reverse Repo rates by the RBI has led to an increase in interest rates on loans provided by banks and financial

institutions, and market interest rates in India have been volatile in recent periods.

2. Our business requires substantial capital, and any disruption in funding sources would have a material

adverse effect on our liquidity, financial condition and/or cashflows.

As an asset finance company, our liquidity and ongoing profitability are, in large part, dependent upon our timely

access to, and the costs associated with, raising capital. Our funding requirements historically have been met from a

combination of term loans from banks and financial institutions, issuance of redeemable non-convertible

debentures, public deposits, the issue of subordinated bonds and commercial paper, as well as through

securitization and assignment of our loan portfolio. Thus, our business depends and will continue to depend on our

ability to access diversified funding sources. Our ability to raise funds on acceptable terms and at competitive rates

continues to depend on various factors including our credit ratings, the regulatory environment and policy

initiatives in India, developments in the international markets affecting the Indian economy, investors' and/or

lenders' perception of demand for debt and equity securities of NBFCs, and our current and future results of

operations and financial condition.

Changes in economic and financial conditions or continuing lack of liquidity in the market could make it difficult

for us to access funds at competitive rates. As an NBFC, we also face certain restrictions on our ability to raise

money from international markets which may further constrain our ability to raise funds at attractive rates.

Such conditions may occur again in the future and may lead to a disruption in our primary funding sources at

competitive costs and would have a material adverse effect on our liquidity, financial condition and/or cash flows.

3. If we are unable to manage the level of NPAs in our loan assets, our financial position and results of

operations may suffer.

Our Gross NPAs as a percentage of Total Loan Assets were 3.14 % and 2.66 % as of March 31, 2012 and March

31, 2011 respectively, while our Net NPAs as a percentage of Net Loan Assets was 0.45 % and 0.38 % as of March

31, 2012 and March 31, 2011, respectively. We cannot be sure that we will be able to improve our collections and

recoveries in relation to our NPAs, or otherwise adequately control our level of NPAs in future. Moreover, as our

loan portfolio matures, we may experience greater defaults in principal and/or interest repayments. Thus, if we are

not able to control or reduce our level of NPAs, the overall quality of our loan portfolio may deteriorate and our

results of operations and/or cash flows may be adversely affected. Furthermore, our current provisions may not be

adequate when compared to the loan portfolios of other financial institutions. Moreover, there also can be no

assurance that there will be no further deterioration in our provisioning coverage as a percentage of Gross NPAs or

otherwise, or that the percentage of NPAs that we will be able to recover will be similar to our past experience of

recoveries of NPAs. In the event of any further deterioration in our NPA portfolio, there could be an even greater,

adverse impact on our results of operations and/or cash flows.

4. Our business is focused on commercial vehicle finance for new and pre-owned commercial vehicles and

any adverse developments in this sector would adversely affect our results of operations.

As we focus on providing financing for pre-owned and new commercial vehicles, our asset and NPA portfolios

have, and will likely continue in the future to have, a high concentration of pre-owned and new commercial vehicle

financing arrangements. Moreover, our customer base has, and will likely continue in the future to have, a high

concentration of FTUs and SRTOs. Our business is, therefore, entirely dependent on various factors that impact

this customer segment, such as the demand for transportation services in India, changes in Indian regulations and

policies affecting pre-owned commercial vehicles, natural disasters and calamities, and macroeconomic


94

environment in India and globally. Also, individual borrowers and FTUs and SRTOs generally are less financially

resilient than larger corporate borrowers or fleet owners, and, as a result, can be more adversely affected by

declining economic conditions. Such factors may result in a decline in the sales or value of new and pre-owned

commercial vehicles. Correspondingly, the demand for finance for pre-owned and new commercial vehicles may

decline, which in turn may adversely affect our financial condition, the results of our operations and/or cash flows.

Further, the ability of commercial vehicle owners and/or operators to perform their obligations under existing

financing agreements may be adversely affected if their businesses suffer as a result of the aforesaid factors.

Accordingly, since our business is not a diversified business, any factor which adversely impacts this segment may

have a disproportionate impact on our operations, profitability and/or cash flows.

5. High levels of customer defaults could adversely affect our business, financial condition, results of

operations and/or cash flows.

Our primary business involves lending money to commercial vehicle owners and operators in India, and we are

subject to customer default risks including default or delay in repayment of principal or interest on our loans.

Customers may default on their obligations to us as a result of various factors including bankruptcy, lack of

liquidity, lack of business and operational failure. If borrowers fail to repay loans in a timely manner or at all, our

financial condition, results of operations and/or cash flows will be adversely impacted.

In addition, our customer portfolio principally consists of SRTOs and FTUs with underdeveloped banking habits,

and individual borrowers generally are less financially resilient than larger corporate borrowers, and, as a result,

they can be more adversely affected by declining economic conditions. In addition, a significant majority of our

client base belongs to the low income group. The owners and/or operators of commercial vehicles financed by us

often do not have any credit history supported by tax returns and other related documents which would enable us to

assess their creditworthiness. In addition, we may not receive updated information regarding any change in the

financial condition of our customers or may receive inaccurate or incomplete information as a result of any

fraudulent misrepresentation on the part of our customers. Furthermore, unlike several developed economies, a

nationwide credit bureau has only recently become operational in India, so there is less financial information

available about the creditworthiness of individuals, particularly our client segment who are mainly from the low

income group and who typically have limited access to other financing sources. It is therefore difficult to carry out

precise credit risk analyses on our clients. Although we follow certain procedures to evaluate the credit profile of

our customers at the time of sanctioning a loan, we generally rely on the referrals from the local trucking

community and value of the commercial vehicle provided as underlying collateral rather than on a stringent

analysis of the credit profile of our customers. Although we believe that our risk management controls are

sufficient, we cannot be certain that they will continue to be sufficient or that additional risk management policies

for individual borrowers will not be required. Failure to continuously monitor the loan contracts, particularly for

individual borrowers, could adversely affect our credit portfolio which could have a material and adverse effect on

our results of operations, financial condition and/or cash flows.

6. We may not be able to recover, on a timely basis or at all, the full value of collateral or amounts which are

sufficient to cover the outstanding amounts due under defaulted loans.

As a security interest for the financing facilities provided by us to our customers, the vehicles purchased by our

customers are hypothecated in our favour. The value of the vehicle, however, is subject to depreciation,

deterioration, and/or reduction in value on account of other extraneous reasons, over the course of time.

Consequently, the realizable value of the collateral for the credit facility provided by us, when liquidated, may be

lower than the outstanding loan from such customers. Any default in repayment of the outstanding credit

obligations by our customers may expose us to losses. Furthermore, in the case of a default, we typically repossess

the commercial vehicles financed and sell such vehicles through auctions. The hypothecated vehicles, being

movable property, may be difficult to locate or seize in the event of any default by our customers. There can also be

no assurance that we will be able to sell such vehicles provided as collateral at prices sufficient to cover the

amounts under default. In addition, there may be delays associated with such process. A failure or delay to recover

the expected value from sale of collateral security could expose us to a potential loss. Any such losses could

adversely affect our financial condition, results of operations and/or cash flows. Furthermore, enforcing our legal

rights by litigating against defaulting customers is generally a slow and potentially expensive process in India.

Accordingly, it may be difficult for us to recover amounts owed by defaulting customers in a timely manner or at

all. The recovery of monies from defaulting customers may be further compounded by the fact that we do not

generally insist on, or receive post dated cheques as security towards the timely repayment of dues from customers

to whom we have provided loans. Further if we are unable to sell any repossessed vehicles provided as security for

such loans, at commercially favourable prices, in a timely manner or at all, we may not recover the costs of

maintaining such repossessed vehicles and our operations, cash flows and profitability could be adversely affected.

7. The Company is involved in certain legal proceedings for alleged contravention of certain State legislations

in India relating to “money lending” activities. Any unfavourable outcome in such proceedings and the


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imposition of any additional restrictive statutory and/or regulatory requirements may adversely affect our

goodwill, business prospects and results of operations.

Certain criminal proceedings have been initiated against our Company by the State of Gujarat and the Inspector of

Money Lenders, Gujarat in connection with the alleged contravention of the Bombay Money Lenders Act, 1946, as

amended (“BMLA”), before the Metropolitan Magistrate, Ahmadabad, the Chief Judicial Magistrate, Himmatnagar

and the Chief Judicial Palanpur. The complainants have, among other allegations, asserted that the conduct of our

financing business without the requisite license under the BMLA is in contravention of such legislation.

Accordingly, the complainants have sought to prosecute and penalize our Company under Section 34 of the

BMLA. We filed applications under Section 482 of the Code of Criminal Procedure, 1973 against the State of

Gujarat and the Inspector of Money Lenders, Gujarat before the Hon‟ble High Court of Gujarat at Ahmadabad

(“Quashing Application”), seeking to quash such criminal proceedings, and seeking an order for the stay of such

criminal proceedings during the pendency of the Quashing Application. These proceedings initiated against our

Company, and the application filed by our Company, are currently pending hearing and final disposition. Under the

provisions of the BMLA, any person who carries out the business of “money lending” (as defined therein) within

the states of Maharashtra and Gujarat without a valid license for such business under the provisions of the BMLA

or enters into any agreement in the course of business of money lending without a valid license, is, on conviction,

punishable (i) for the first offence, with imprisonment up to one year or a fine of up to Rs. 1,500.00 or both, and (ii)

for a second or subsequent offence, with additional terms of imprisonment of not less than two years, in the case of

an individual, and with additional fine of not less than Rs. 5,000.00, in the case of a corporate entity.

The Company has also filed an appeal before the Supreme Court of India against an order dated November 18,

2009 passed by the Hon‟ble High Court of Kerala in connection with a writ petition filed by our Company

challenging the action of the Commissioner of Commercial Taxes, Kerala, directing our Company to register under

the provisions of the Kerala Money Lenders Act, 1946, as amended (“KMLA”). The Hon‟ble High Court of

Kerala, pursuant to the impugned order, had dismissed an appeal in connection with such writ petition, thereby,

among other matters, confirming such impugned order passed by the Commissioner of Commercial Taxes, Kerala.

The Supreme Court has granted a stay of the order passed by the Hon‟ble High Court of Kerala until final disposal

of the appeal at the Supreme Court. Further, our Company has filed a writ petition, (Writ Petition No. 47108/2011)

on November 15, 2011, against the State of Karnataka and others before the Hon‟ble High Court of Karnataka

inter-alia seeking (a) a declaration that the provisions of the Karnataka Money Lenders Act, 1961 and the

Karnataka Prohibition of Charging Exorbitant Interest Act, 2004, (collectively “Impugned Statutes”), do not apply

to our NBFCs and our Company in particular, (b) striking down the Impugned Statutes, (c) a writ in the nature of

certiorari or other suitable writ, order or direction quashing an order issued by the Karnataka State Money Lending

Department dated September 29, 2011 and proceedings initiated against our Company pursuant to the Impugned

Statutes, (d) interim relief by staying the proceedings initiated against our Company pursuant to the Impugned

Statutes and (e) restraining the Karnataka state money lending authorities from initiating action against our

Company under the aforesaid statutes. The Hon‟ble High Court of Karnataka has vide an order dated December 16,

2011 stayed the proceedings initiated against our Company pursuant to the Impugned Statutes. The aforesaid

matter is pending hearing and final disposal.

There can be no assurance that these proceedings will not be determined adversely to us or that penal or other

action will not be taken against our Company and/or any senior management party to such proceedings. In the

event of an adverse ruling in these proceedings, our Company may be required to register as a money lending entity

under the provisions of the BMLA and/ or the KMLA in order to carry on its financing business, and will be

required to comply with the provisions of such legislation with respect to its business operations within the relevant

States. There can also be no assurance that in the event of such an adverse ruling, similar regulatory authorities in

other States of India where we currently carry on business or propose to carry on business in the future, will not

require us to similarly register as a money lending entity under, and comply with the provisions of, the respective

State legislation. State legislation may specify various terms and conditions that must be complied with in

connection with money lending activities, including the imposition of maximum interest rates that we may charge,

and these maximum interest rates may be significantly lower than the interest rates that we typically charge on our

portfolio against financing activities to our customers. If we are required to comply with such maximum interest

rate limits or any other restrictive provisions specified under such legislation, our interest income and net interest

margin may be adversely impacted. There can also be no assurance that other conditions and restrictions under

such legislation, if applicable to us, will not adversely affect the conduct of our operations.

8. A large part of our collections are in cash and consequently we face the risk of misappropriation or fraud by

our employees.

A significant portion of our collections from our customers is in cash. Large cash collections expose us to the risk

of fraud, misappropriation or unauthorized transactions by our employees responsible for dealing with such cash

collections. While we have taken insurance policies and coverage for cash in safes and in transit, and undertake

measures to detect and prevent any unauthorized transaction, fraud or misappropriation by our representatives and

officers, this may not be sufficient to prevent or deter such activities in all cases, which may adversely affect our


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operations, profitability and/or cash flows. Further, we may be subject to regulatory or other proceedings in

connection with any unauthorized transaction, fraud or misappropriation by our representatives and employees,

which could adversely affect our goodwill.

9. Our significant indebtedness and the conditions and restrictions imposed by our financing arrangements

could restrict our ability to conduct our business and operations in the manner we desire.

As of March 31, 2012, we had an unconsolidated outstanding secured debt (gross of unamortised discount of Rs.

5,139.57 lacs) of Rs. 17,85,710.34 lacs and unconsolidated unsecured debt (gross of unamortised discount of Rs.

2,261.72 lacs) of Rs. 5,34,426.90 lacs, and we will continue to incur additional indebtedness in the future. Most of

our borrowings are secured by our immovable, movable and other assets. Our significant indebtedness could have

several important consequences, including but not limited to the following:

a portion of our cash flow may be used towards repayment of our existing debt, which will

reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions

and other general corporate requirements;

our ability to obtain additional financing in the future at reasonable terms may be restricted or our

cost of borrowings may increase due to sudden adverse market conditions, including decreased

availability of credit or fluctuations in interest rates;

fluctuations in market interest rates may affect the cost of our borrowings, as some of our

indebtedness are at variable interest rates;

there could be a material adverse effect on our business, financial condition, results of operations

and/or cash flows if we are unable to service our indebtedness or otherwise comply with financial

and other covenants specified in the financing agreements; and

We may be more vulnerable to economic downturns, may be limited in our ability to withstand

competitive pressures and may have reduced flexibility in responding to changing business,

regulatory and economic conditions.

Some of our financing agreements also include various conditions and covenants that require us to obtain lender

consents prior to carrying out certain activities and entering into certain transactions. Failure to meet these

conditions or obtain these consents could have significant consequences on our business and operations.

Specifically, under some of our financing agreements, we require, and may be unable to obtain, consents from the

relevant lenders for, among others, the following matters: entering into any scheme of merger; spinning-off of a

business division; selling or transferring all or a substantial portion of our assets; making any change in ownership

or control or constitution of our Company; making amendments in our Memorandum and Articles of Association;

creating any further security interest on the assets upon which the existing lenders have a prior charge; and raising

funds by way of any fresh capital issue. Our financing agreements also typically contain certain financial covenants

including the requirement to maintain, among others, specified debt-to-equity ratios, debt-to-net worth ratios, or

Tier I to Tier II capital ratios that may be higher than statutory or regulatory requirements. These covenants vary

depending on the requirements of the financial institution extending the loan and the conditions negotiated under

each financing document. Such covenants may restrict or delay certain actions or initiatives that we may propose to

take from time to time.

A failure to observe the covenants under our financing arrangements or to obtain necessary consents required

thereunder may lead to the termination of our credit facilities, acceleration of all amounts due under such facilities

and the enforcement of any security provided. Any acceleration of amounts due under such facilities may also

trigger cross default provisions under our other financing agreements. If the obligations under any of our financing

documents are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to make

payments under such financing documents, thereby reducing the availability of cash for our working capital

requirements and other general corporate purposes. Further, during any period in which we are in default, we may

be unable to raise, or face difficulties raising, further financing. Any of these circumstances could adversely affect

our business, credit rating, financial condition, results of operations and/or cash flows. Moreover, any such action

initiated by our lenders could result in the price of our NCDs being adversely affected.

10. We have in the past acquired, and may continue to acquire in the future, portfolios relating to various credit

and financing facilities from banks and other institutions on a non-recourse basis. If the performance of

such portfolios deteriorates, our business, financial condition, results of operations and/or cash flows may

be adversely affected


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We have in the past acquired, and may in the future continue to acquire, portfolios relating to various credit and

financing facilities from various originators including banks and other institutions, in the ordinary course of our

business. If the performance of such portfolios deteriorates, our business, financial condition, results of operations

and/or cash flows may be adversely affected

11. We face increasing competition in our business which may result in declining margins if we are unable to

compete effectively.

We primarily provide vehicle finance loans to FTUs and SRTOs. Our primary competition historically has been

private unorganized financiers who principally operate in the local market. However, the significant growth in the

commercial vehicle finance segment in recent periods has resulted in various banks and NBFCs increasing their

focus on this sector, particularly for new commercial vehicle finance. In addition, interest rate deregulation and

other liberalization measures affecting the commercial vehicle finance sector, together with increased demand for

capital by FTUs and SRTOs, have resulted in an increase in competition.

All of these factors have resulted in us facing increased competition from other lenders in the commercial vehicle

finance sector, including commercial banks and other NBFCs. Our ability to compete effectively will depend, to

some extent, on our ability to raise low-cost funding in the future. Furthermore, as a result of increased competition

in the commercial vehicle finance sector, vehicle finance products are becoming increasingly standardized and

variable interest rate and payment terms and lower processing fees are becoming increasingly common in the

commercial vehicle finance sector in India. There can be no assurance that we will be able to react effectively to

these or other market developments or compete effectively with new and existing players in the increasingly

competitive commercial vehicle finance industry. Increasing competition may have an adverse effect on our net

interest margin and other income, and, if we are unable to compete successfully, our market share may decline.

If we are unable to compete effectively with other participants in the commercial vehicle finance or equipment

finance sectors, our business, future financial performance and the trading price of the NCDs may be adversely

affected.

12. We may not be able to successfully sustain our growth strategy.

In recent years, we have experienced substantial growth. Our growth strategy includes growing our loan book and

expanding our customer base. There can be no assurance that we will be able to sustain our growth strategy

successfully or that we will be able to expand further or diversify our product portfolio. If we grow our loan book

too rapidly or fail to make proper assessments of credit risks associated with new borrowers, a higher percentage of

our loans may become non-performing, which would have a negative impact on the quality of our assets and our

financial condition.

We also face a number of operational risks in executing our growth strategy. We have experienced rapid growth in

our commercial vehicle finance business, our branch network has expanded significantly, and we are entering into

new, smaller towns and cities within India as part of our growth strategy. Our rapid growth exposes us to a wide

range of increased risks, including business risks, such as the possibility that a number of our impaired loans may

grow faster than anticipated, as well as operational risks, fraud risks and regulatory and legal risks. It will also

place significant demands on our management, financial and other resources and will require us to continuously

develop and improve our operational, financial and internal controls. Moreover, our ability to sustain our rate of

growth depends significantly upon our ability to manage key issues such as selecting and retaining key managerial

personnel, maintaining effective risk management policies, continuing to offer products which are relevant to our

target base of clients, developing managerial experience to address emerging challenges and ensuring a high

standard of client service. We will need to recruit new employees, who will have to be trained and integrated into

our operations. We will also have to train existing employees to adhere properly to internal controls and risk

management procedures. Failure to train our employees properly may result in an increase in employee attrition

rates, require additional hiring, erode the quality of customer service, divert management resources, increase our

exposure to high-risk credit and impose significant costs on us.

13. We may not be able to successfully diversify our product portfolio.

We have expanded our product portfolio to provide, in addition to pre-owned and new commercial vehicle

financing, financing for passenger commercial vehicles, multi-utility vehicles, three-wheelers and tractors, ancillary

equipment and vehicle parts finance, working capital loans for commercial vehicle operators, and freight bill

discounting. Furthermore, we intend to enter into certain new lines of business as part of our growth strategy.

For example, we intend to further develop our equipment finance business, particularly for construction equipment,

through our wholly-owned subsidiary, Shriram Equipment Finance Company Limited established for this purpose.

We have limited experience in these new lines of business which are partly targeted at a different customer

segment, and may encounter additional risks by entering into such new lines of business. We also intend to

continue focusing on developing pre-owned commercial vehicle and construction equipment hubs across India

called "Automalls", through our wholly-owned subsidiary Shriram Automall India Limited, designed to provide a


98

trading platform for the sale of pre-owned commercial vehicles as well as commercial vehicles repossessed by

financing companies along with showrooms for branded new and refurbished pre-owned commercial vehicles. We

intend to provide electronic advertising and trading infrastructure in these "Automalls", and to utilize this platform

for marketing of our financial products.

We cannot assure that such diversification or expansion of operations will yield favourable or expected results, as

our overall profitability and success will be subject to various factors, including, among others, our ability to obtain

necessary statutory and/or regulatory approvals and licenses in connection with such proposed business as well as

necessary premises for Automall operations in a timely manner, our ability to effectively recruit, retain and

motivate appropriate managerial talent, our relative inexperience in the equipment finance sector and ability to

compete with banks and other NBFCs that are already well established in this market segment, as well as our

ability to effectively absorb additional infrastructure costs. There can also be no assurance that our proposed

"Automalls" will be successful in creating additional source of business for our financial products.

New businesses will require significant capital investments and commitments of time from our senior management,

there also can be no assurance that our management will be able to develop the skills necessary to successfully

manage these new business areas. Our inability to effectively manage any of these issues could materially and

adversely affect our business and impact our future financial performance and/or cash flows.

14. We may experience difficulties in expanding our business into new regions and markets in India.

As part of our growth strategy, we continue to evaluate attractive growth opportunities to expand our business into

new regions and markets in India. Factors such as competition, culture, regulatory regimes, business practices and

customs and customer requirements in these new markets may differ from those in our current markets, and our

experience in our current markets may not be applicable to these new markets. In addition, as we enter new markets

and geographical regions, we are likely to compete not only with other banks and financial institutions but also the

local unorganized or semi-organized private financiers, who are more familiar with local regulations, business

practices and customs, and have stronger relationships with customers.

If we plan to expand our geographical footprint, our business may be exposed to various additional challenges,

including obtaining necessary governmental approvals, identifying and collaborating with local business and

partners with whom we may have no previous working relationship; successfully gauging market conditions in

local markets with which we have no previous familiarity; attracting potential customers in a market in which we

do not have significant experience or visibility; being susceptible to local taxation in additional geographical areas

of India; and adapting our marketing strategy and operations to different regions of India in which different

languages are spoken. Our inability to expand our current operations may adversely affect our business prospects,

financial conditions, results of operations and/or cash flows.

15. Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and

lending markets and, as a result, would negatively affect our net interest margin and our business.

The cost and availability of capital is also dependent on our short-term and long-term credit ratings. Ratings reflect

a rating agency‟s opinion of our financial strength, operating performance, strategic position, and ability to meet

our obligations. In relation to our long-term debt instruments, we currently have long term ratings of „

AA+‟ from CARE, „FITCH AA(ind)‟ from FITCH and „CRISIL AA/Stable‟ from CRISIL. In relation to our

short-term debt instruments, we have also received short term ratings of „CRISIL A1+‟ from CRISIL. The rating of

the NCDs by CRISIL indicates high degree of safety regarding timely servicing of financial obligations and

carrying very low credit risk. The rating of NCDs by CARE indicates high degree of safety regarding timely

servicing of financial obligations and carrying very low credit risk.

Any downgrade of our credit ratings would increase borrowing costs and constrain our access to capital and debt

markets and, as a result, would negatively affect our net interest margin and our business. In addition, downgrades

of our credit ratings could increase the possibility of additional terms and conditions being added to any additional

financing or refinancing arrangements in the future. The ratings provided by CRISIL and/or CARE may be

suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently

of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take

their own decisions. Any such adverse development could adversely affect our business, financial condition, results

of operations and/or cash flows.

16. If we are unable to successfully expand, maintain or leverage our partnership arrangements with private

financiers involved in commercial vehicle financing, our business prospects, results of operations,

financial conditions and/or cash flows may be adversely affected.

Our partnership and co-financing arrangements with private financiers involved in commercial vehicle financing

across India is an integral part of our growth strategy. We enter into strategic partnership agreements with private

financiers ranging from individual financiers and small local private financiers, including other NBFCs, to

capitalize on their local knowledge, infrastructure and personnel base of our partners in order to source new


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customers. Our franchising and co-financing arrangements include various revenue-sharing arrangements at pre-

determined amounts. For further information on our franchising and co-financing arrangements, see “Our Business

- Our Operations - Customer Origination - Partnership and Co-Financing Arrangements with Private Financiers”.

There can be no assurance that our partners will faithfully comply with the procedural and other conditions

specified by us in connection with our arrangements with them in the context of customer origination, credit

appraisal process, loan administration and monitoring and any loan recovery processes, or that our partners will not

act in any manner that could adversely affect our reputation, brand, customer relationships or business interests. For

example, we have in the past experienced certain instances of fraud by certain of our partners. There can also be no

assurance that we will be able to leverage and benefit from our partnership arrangements to effectively source a

sufficient volume of new customers and business commensurate to the revenue-sharing and other incentives

provided to our partners under our arrangements with them.

In addition, we may not be able to identify suitable private financiers in the future with whom we can successfully

partner through such arrangements, or in joint marketing and customer support activities, and there can be no

assurance that we will be able to ensure any level of success with such partnership arrangements for any sustained

period of time. Furthermore, there can be no assurance that there will not be any dispute with such partners in the

future. If we are unable to successfully expand, maintain or leverage our partnership arrangements and relationship

with our partners, our business prospects, results of operations, financial conditions and/or cash flows may be

adversely affected.

17. A decline in our capital adequacy ratio could restrict our future business growth.

As per RBI notification dated February 17, 2011, all deposit taking NBFCs have to maintain a minimum capital

ratio, consisting of Tier I and Tier II capital, which shall not be less than 15% of its aggregate risk weighted assets

on balance sheet and risk adjusted value of off-balance sheet items w.e.f. March 31, 2012. Our capital adequacy

ratio computed on the basis of applicable RBI requirements was 22.26% as of March 31, 2012, with Tier I capital

comprising 17.26%. If we continue to grow our loan portfolio and asset base, we will be required to raise additional

Tier I and Tier II capital in order to continue to meet applicable capital adequacy ratios with respect to our

business. There can be no assurance that we will be able to raise adequate additional capital in the future on terms

favourable to us or at all, and this may adversely affect the growth of our business.

18. As part of our business strategy we assign or securitize a substantial portion of our loan assets to banks and

other institutions. Any deterioration in the performance of any pool of receivables assigned or securitized

to banks and other institutions may adversely impact our financial performance and/or cash flows.

As part of our means of raising and/or managing our funds, we assign or securitize a substantial portion of the

receivables from our loan portfolio to banks and other institutions. Such assignment or securitization transactions

are conducted on the basis of our internal estimates of our funding requirements, which may vary from time to

time. In fiscal 2008, 2009, 2010, 2011 and 2012 we securitized and assigned assets of a book value of Rs.

2,11,822.17 lacs, Rs. 3,12,498.40 lacs, Rs. 8,75,681.04 lacs, Rs. 10,20,361.35 lacs and Rs. 8,34,613.44 lacs,

respectively on an unconsolidated basis. Any change in statutory and/regulatory requirements in relation to

assignments or securitizations by financial institutions, including the requirements prescribed by RBI and the

Government of India, could have an adverse impact on our assignment or securitization transactions. Any adverse

changes in the policy and/or regulations in connection with securitization of assets by NBFCs and/or new circulars

and/or directions issued by the RBI in this regard, affecting NBFCs or the purchasers of assets, would affect the

securitization market in general and our ability to securitize and/or assign our assets.

We are also required to provide a credit enhancement for the securitization and assignment transactions by way of

either fixed deposits or corporate guarantees and the aggregate credit enhancement amount outstanding as on

March 31, 2012 was Rs. 3,46,098.85 lacs on an unconsolidated basis. In the event a relevant bank or institution

does not realize the receivables due under such loan assets, such bank or institution would have recourse to such

credit enhancement, which could have a material adverse effect on our results of operations, financial condition

and/or cash flows.

19. System failures or inadequacy and security breaches in computer systems may adversely affect our

business.

Our business is increasingly dependent on our ability to process, on a daily basis, a large number of transactions.

Our financial, accounting or other data processing systems may fail to operate adequately or become disabled as a

result of events that are wholly or partially beyond our control, including a disruption of electrical or

communications services.

Our ability to operate and remain competitive will depend in part on our ability to maintain and upgrade our

information technology systems on a timely and cost-effective basis. The information available to and received by

our management through our existing systems may not be timely and sufficient to manage risks or to plan for and

respond to changes in market conditions and other developments in our operations. We may experience difficulties


100

in upgrading, developing and expanding our systems quickly enough to accommodate our growing customer base

and range of products.

Our operations also rely on the secure processing, storage and transmission of confidential and other information in

our computer systems and networks. Our computer systems, software and networks may be vulnerable to

unauthorized access, computer viruses or other malicious code and other events that could compromise data

integrity and security.

Any failure to effectively maintain or improve or upgrade our management information systems in a timely manner

could materially and adversely affect our competitiveness, financial position and results of operations. Moreover,

if any of these systems do not operate properly or are disabled or if there are other shortcomings or failures in our

internal processes or systems, it could affect our operations or result in financial loss, disruption of our businesses,

regulatory intervention or damage to our reputation. In addition, our ability to conduct business may be adversely

impacted by a disruption in the infrastructure that supports our businesses and the localities in which we are

located.

20. We may not be able to maintain our current levels of profitability due to increased costs or reduced spreads.

Our business strategy involves a relatively high level of ongoing interaction with our customers. We believe that

this involvement is an important part of developing our relationship with our customers, identifying new cross-

selling opportunities and monitoring our performance. However, this level of involvement also entails higher levels

of costs and also requires a relatively higher gross spread, or margin, on the finance products we offer in order to

maintain profitability. There can be no assurance that we will be able to maintain our current levels of profitability

if the gross spreads on our finance products were to reduce substantially, which could adversely affect our results

of operations and/or cash flows.

21. We face asset-liability mismatches which could affect our liquidity and consequently may adversely affect

our operations, profitability and/or cash flows.

We face potential liquidity risks due to varying periods over which our assets and liabilities mature. As is typical

for NBFCs, a portion of our funding requirements is met through short-term funding sources such as bank loans,

working capital demand loans, cash credit, short term loans and commercial papers. However, a large portion of

our loan assets mature over a medium term. Consequently, our inability to obtain additional credit facilities or

renew our existing credit facilities, in a timely and cost-effective manner or at all, may lead to mismatches between

our assets and liabilities, which in turn may adversely affect our operations, financial performance and/or cash

flows. Further, mismatches between our assets and liabilities are compounded in case of pre-payments of the

financing facilities we grant to our customers.

22. Our loan portfolio may no longer continue to be classified as priority sector advances by the RBI.

The RBI currently mandates domestic commercial banks operating in India to maintain an aggregate 40.0% (32.0%

for foreign banks) of adjusted net bank credit or credit equivalent amount of off-balance sheet exposure, whichever

is higher as “priority sector advances”. These include advances to agriculture, micro and small enterprises

(including SRTOs, which constitute the largest proportion of our loan portfolio), micro enterprises within the micro

and small enterprises sector, export credit, advances to weaker sections where the Government seeks to encourage

flow of credit for developmental reasons. Banks in India that have traditionally been constrained or unable to meet

these requirements organically, have relied on specialized institutions like us that are better positioned to or

exclusively focus on originating such assets through on-lending or purchase of assets or securitized and assigned

pools to comply with these targets.

In the event that any part of our loan portfolio is no longer classified as a priority sector advance by the RBI, or if

the laws relating to priority sector lending as applicable to the banks undergo a change, our ability to securitize our

asset pool will be hampered, which may adversely affect our financial condition, results of operations and/or cash

flows.

23. Any change in control of our Promoter or our Company may correspondingly adversely affect our

operations and profitability.

Pursuant to the Scheme of Arrangement (Scheme) sanctioned by the Hon‟ble High Court of Madras

Shriram Holdings(Madras)Pvt.Ltd (SHMPL)(Transferor Company) merged with Shriram Transport

Finance Co.Ltd (STFC)(Transferee Company) from 01st April,2012 being the Appointed date.

Consequent to merger the shareholders of SHMPL became the shareholders of STFC and SHMPL

ceased to be promoter of our Company . Shriram Capital Ltd is holding 58502778 shares representing

25.79% of the paid up share capital of our Company and is a promoter of STFC.


101

There is no change in control of our Company.

24. The trade mark/service mark and logo in connection with the “Shriram” brand which we use is licensed to

us and consequently, any termination or non-renewal of such license may adversely affect our goodwill,

operations and profitability. Further, our current logo which we are using for our corporate publicity

campaigns and as included in this disclosure document is not registered. Our inability to register such

logo and/or to adequately protect the same may adversely affect our goodwill, operations and profitability.

Pursuant to a license agreement dated April 1, 2010 between our Company and Shriram Ownership Trust, (“SOT”)

we are entitled to use the brand name “Shriram” and the associated mark. In this regard, our Company has to pay to

SOT, 0.25% on the gross turnover of our Company for the first year of the License Agreement. Royalty rates for

the subsequent years will be decided mutually on or before April 1st of the respective financial years. Along with

the royalty, our Company also is required to pay to SOT amounts by way of reimbursement of actual expenses

incurred by SOT in respect of protection and defence of the Copyright. The License Agreement is valid for a period

of three years from the date of execution thereof.

This license agreement is valid until March 31, 2013. In the event such license agreement is terminated or is not

renewed or extended in the future, we may not be entitled to use the brand name “Shriram” and the associated mark

in connection with our business operations. Consequently, we will not be able to derive the goodwill that we have

been enjoying under the “Shriram” brand. Further, if the commercial terms and conditions including the

consideration payable pursuant to the said agreement are revised unfavourably, our Company may be required to

allocate larger portions of its profits and/or revenues towards such consideration, which would adversely affect our

profitability.

Further, our current logo which we are using for our corporate publicity campaigns and as included in this

disclosure document is not registered. Our inability to register such logo and/or to adequately protect the same may

adversely affect our goodwill, operations and profitability.

We operate in a competitive environment, and we believe that our brand recognition is a significant competitive

advantage to us. If the license and user agreement is not renewed or terminated, we may need to change our name,

trade mark/service mark or the logo. Any such change could require us to incur additional costs and may adversely

impact our goodwill, business prospects and results of operations.

Our Company has obtained trademark registration for the brand names „NEW LOOK‟,

„OKHORNPLEASE.COM‟, „TRUCK AUCTION‟, „AUTO RECON‟, „AUTO BAZAR‟, „TRUCK UTSAV‟,

„TRUCK BAZAR‟, „TRUCK MALL‟, „SHRIRAM AUTO MALL‟ (brand name & logo), „AUTO AUCTION‟,

„TRUCK RECON‟ and „AUTO MALL‟ and has made applications for registration of trademarks, namely,

„OKHORNPLEASE.COM‟, „Shriram ONE STOP The Truck Bazaar (logo)‟, „Shriram NEW LOOK Refurbished

Truck (logo)‟, „SHRIRAM Automall (logo)‟, „Automall (logo)‟, „AUTO RECON‟, „TRUCK BAZAR‟, „TRUCK

UTSAV‟, „TRUCK RECON‟, „TRUCK MALL‟, „TRUCK AUCTION‟, „AUTO AUCTION‟, „SHRIRAM AUTO

MALL‟, „AUTO BAZAR‟ and „AUTO MALL‟, under different classes, under the Trade Marks Act, 1999 which

are pending as on date of this disclosure document.

25. We have certain contingent liabilities which may adversely affect our financial condition.

As of March 31, 2012, we had certain contingent liabilities not provided for, which includes contingent liability in

respect of disputed income tax/interest tax demand contested in appeals not provided for Rs. 5,691.53 lacs on an

unconsolidated basis and guarantees and counter guarantees given of Rs. 2,33,498.60 lacs on an unconsolidated

basis. For further information on such contingent liabilities, see Annexure VI to our Reformatted Unconsolidated

Summary Financial Statements. In the event that any of these contingent liabilities materialize, our financial

condition may be adversely affected.

26. We are involved in various legal and other proceedings that if determined against us could have a material

adverse effect on our financial condition and results of operations.

We are currently involved in a number of legal proceedings arising in the ordinary course of our business. These

proceedings are pending at different levels of adjudication before various courts and tribunals, primarily relating to

civil suits and tax disputes.

An adverse decision in these proceedings could materially and adversely affect our business, financial condition

and results of operations.

27. Inaccurate appraisal of credit may adversely impact our business.

We may be affected by failure of employees to comply with internal procedures and inaccurate appraisal of credit

or financial worth of our clients. Inaccurate appraisal of credit may allow a loan sanction which may eventually


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result in a bad debt on our books of accounts. In the event we are unable to check the risks arising out of such

lapses, our business and results of operations may be adversely affected.

28. We may have to comply with strict regulations and guidelines issued by regulatory authorities in India.

We are regulated principally by and have reporting obligations to the RBI. We are also subject to the corporate,

taxation and other laws in effect in India. The regulatory and legal framework governing us may continue to change

as India‟s economy and commercial and financial markets evolve. In recent years, existing rules and regulations

have been modified, new rules and regulations have been enacted and reforms have been implemented which are

intended to provide tighter control and more transparency in India‟s asset finance sector. Further, RBI may

increase the minimum capital adequacy requirement for deposit taking NBFCs such as us.

Compliance with many of the regulations applicable to our operations may involve significant costs and otherwise

may impose restrictions on our operations. If the interpretation of the regulators and authorities varies from our

interpretation, we may be subject to penalties and the business of our Company could be adversely affected. There

can be no assurance that changes in these regulations and the enforcement of existing and future rules by

governmental and regulatory authorities will not adversely affect our business and future financial performance.

29. Our ability to assess, monitor and manage risks inherent in our business differs from the standards of some

of our counterparts in India and in some developed countries.

We are exposed to a variety of risks, including liquidity risk, interest rate risk, credit risk, operational risk and legal

risk. The effectiveness of our risk management is limited by the quality and timeliness of available data.

Our hedging strategies and other risk management techniques may not be fully effective in mitigating our risks in

all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some

methods of managing risks are based upon observed historical market behaviour. As a result, these methods may

not predict future risk exposures, which could be greater than the historical measures indicated. Other risk

management methods depend upon an evaluation of information regarding markets, customers or other matters.

This information may not in all cases be accurate, complete, current, or properly evaluated. Management of

operational, legal or regulatory risk requires, among other things, policies and procedures to properly record and

verify a number of transactions and events. Although we have established these policies and procedures, they may

not be fully effective. Our future success will depend, in part, on our ability to respond to new technological

advances and evolving NBFC and vehicle finance sector standards and practices on a cost-effective and timely

basis. The development and implementation of such technology entails significant technical and business risks.

There can be no assurance that we will successfully implement new technologies or adapt our transaction-

processing systems to customer requirements or evolving market standards.

30. Our Promoter has significant control in our Company, which will enable them to influence the outcome of

matters submitted to shareholders for approval, and their interests may differ from those of other holders

of Equity Shares.

As of March 31, 2012, Shriram Holdings (Madras) Private Limited, our Promoter, beneficially owned

approximately 41.26% of our share capital. See “Capital Structure”. Our Promoter has the ability to control our

business including matters relating to any sale of all or substantially all of our assets, the timing and distribution of

dividends and the election or termination of appointment of our officers and directors. This control could delay,

defer or prevent a change in control of our Company, impede a merger, consolidation, takeover or other business

combination involving our Company, or discourage a potential acquirer from making a tender offer or otherwise

attempting to obtain control of our Company even if it is in our Company‟s best interest. In addition, for so long as

our Promoter continues to exercise significant control over our Company, it may influence the material policies of

our Company in a manner that could conflict with the interests of our other shareholders. The Promoter group may

have interests that are adverse to the interests of our other shareholders and may take positions with which we or

our other shareholders do not agree.

31. Certain shareholders of our Promoter Shriram Holdings (Madras) Private Limited have rights to nominate

directors on our Board.

Pursuant to the Share Subscription Agreement dated February 2, 2006, as amended on September 12, 2008 (“Share

Subscription Agreement”), between Newbridge India Investments II Limited (“New Bridge”), our Promoter, Mr.

R. Thyagarajan, Mr. T. Jayaraman, Mr. AVS Raja and Shriram Financial Services Holding Private Limited ( now

known as SCL), (collectively, “Founders”), Shriram Recon Trucks Limited, Shriram Holdings (Madras) Private

Limited and SOFL, New Bridge, which currently holds 49.0% of the paid-up share capital of our Promoter Shriram

Holdings (Madras) Private Limited, is entitled to appoint two nominee directors on our Board. Furthermore, in the

event that the size of the Board is increased beyond 12 directors, New Bridge and the Founders will each be

entitled to appoint three directors on the Board. In the event that any shareholder having a right to nominate a


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director ceases to have such right, then the resulting vacancy shall be filled by the appointment of independent

directors. In addition, New Bridge, on the one hand, and the Founders, on the other hand, are entitled to nominate

an equal number of nominees on any committee of the Board.

Under the terms of such Share Subscription Agreement, certain reserved matters require the affirmative vote and/or

prior consent of the directors nominated by New Bridge and the Founders on our Board or any committee thereof.

These matters include, among others, any further issuance of any Equity Shares by our Company; acquisition of the

assets of any other business; creation of a joint venture or partnership, or merger, demerger and consolidation or

any other business combination; disinvestment in any subsidiary; appointment, removal and revision of the

compensation of key personnel; capital expenditure in excess of Rs. 50.00 lacs; any amendment to the

memorandum or articles of association of our Company; any amendment in the annual business plan of our

Company; commencement of a new line of business; any changes to material accounting or tax policies;

recommendation of or declaration of dividend or distribution of any kind; removal of the statutory or internal

auditor; any bankruptcy, dissolution, insolvency, recapitalization, reorganization, assignment to creditors, winding

up and/or liquidation; an increase or reorganization in the issued, subscribed or paid up equity or preference share

capital; any connected person transaction; any amendment, modification or cancellation of the trademark license

agreement (license and user agreement) for the use of the "Shriram" brand and associated logos. In the event that

the beneficial ownership of New Bridge in our Company, indirectly through our Promoter or directly, becomes

greater than that of the Founders, then the number of reserved matters requiring the affirmative vote of the directors

nominated by the Founders would be reduced; moreover, in such event, New Bridge shall also be entitled to

appoint and remove the managing director (whether designated as managing director, CEO, COO or otherwise) and

other key employees of our Company and of our Promoter.

As an exit mechanism, New Bridge may, at any time after expiry of two years from September 12, 2008, require

our Promoter to distribute the shares held by our Promoter in our Company amongst the Founders and New Bridge

in proportion to their respective holdings in our Promoter; in the alternative, New Bridge may require the merger of

our Promoter with our Company in order to effect such distribution. Moreover, after two years from September 12,

2008, New Bridge is entitled to acquire controlling interest in our Promoter from the Founders, subject to the

payment of a call option price plus a control premium. The Company, the Founders and our Promoter Shriram

Holdings (Madras) Private Limited have agreed to jointly and severally indemnify New Bridge in the event of any

breach of the terms of such Share Subscription Agreement. Drag along rights are also provided for in the Share

Subscription Agreement. After March 31, 2011 New Bridge is entitled, at any time to require the founders to sell

all or part of the latter's shares or warrants in our Company or in our Promoter. In the event that New Bridge does

not accept the purchase offer of a proposed purchaser as communicated by the Founders, New Bridge may in turn

present the Founders with the terms of another purchase offer, which shall not provide for a lower purchase price.

New Bridge and the Founders, pursuant to their rights under the Share Subscription Agreement and as shareholders

in our Promoter, may influence policies of our Company in a manner that could conflict with the interests of our

other shareholders. New Bridge and the Founders may have interests that are adverse to the interests of our other

shareholders and may take positions with which our Company or our other shareholders do not agree.

32. We have entered into certain related party transactions.

We have entered into transactions with related parties, within the meaning of AS 18 as notified by the Companies

(Accounting Standards) Rules, 2006. These transactions include royalty paid to Shriram Ownership Trust pursuant

to the License Agreement dated April 1, 2010 between our Company and Shriram Ownership Trust in connection

with the use of the brand name "Shriram" and the associated mark. For further information on our related party

transactions, within the meaning of AS 18 as notified by the Companies (Accounting Standards) Rules, please see

the section titled “Financial Information”. Such transactions may give rise to current or potential conflicts of

interest with respect to dealings between us and such related parties. Additionally, there can be no assurance that

any dispute that may arise between us and related parties will be resolved in our favour.

33. Any failure by us to identify, manage, complete and integrate acquisitions, divestitures and other significant

transactions successfully could adversely affect our results of operations, business prospects and/or cash

flows.

As part of our business strategy, we may acquire complementary companies or businesses, divest non-core

businesses or assets, enter into strategic alliances and joint ventures and make investments to further our business.

In order to pursue this strategy successfully, we must identify suitable candidates for and successfully complete

such transactions, some of which may be large and complex, and manage the integration of acquired companies or

employees. We may not fully realize all of the anticipated benefits of any such transaction within the anticipated

timeframe or at all. Any increased or unexpected costs, unanticipated delays or failure to achieve contractual

obligations could make such transactions less profitable or unprofitable. Managing business combination and

investment transactions requires varying levels of management resources, which may divert our attention from

other business operations, may result in significant costs and expenses and charges to earnings. The challenges

involved in integration include:


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combining product offerings and entering into new markets in which we are not experienced;

consolidating and maintaining relationships with customers;

consolidating and rationalizing transaction processes and corporate and IT infrastructure;

integrating employees and managing employee issues;

coordinating and combining administrative and other operations and relationships with third

parties in accordance with applicable laws and other obligations while maintaining adequate

standards, controls and procedures;

achieving savings from infrastructure integration; and

managing other business, infrastructure and operational integration issues.

34. The BSE has suspended the trading of our Equity Shares in the past.

Pursuant to an order dated December 18, 1998, issued by the BSE, the trading of our Equity Shares on the BSE was

suspended from December 21, 1998 to January 3, 1999 on account of alleged non-compliance with clauses 15 and

16 of the listing agreement entered into with the BSE in connection with the listing and trading of our Equity

Shares.

Our failure to comply with the provisions of the listing agreements executed between our Company and the stock

exchanges where our securities are listed, in a timely manner or at all, may expose us to regulatory proceedings

and/or penal action.

35. Our success depends in large part upon our management team and key personnel and our ability to attract,

train and retain such persons.

Our ability to sustain our rate of growth depends significantly upon our ability to manage key issues such as

selecting and retaining key managerial personnel, developing managerial experience to address emerging

challenges and ensuring a high standard of client service. In order to be successful, we must attract, train, motivate

and retain highly skilled employees, especially branch managers and product executives. If we cannot hire

additional qualified personnel or retain them, our ability to expand our business will be impaired and our revenue

could decline. We will need to recruit new employees, who will have to be trained and integrated into our

operations. We will also have to train existing employees to adhere properly to internal controls and risk

management procedures. Failure to train and motivate our employees properly may result in an increase in

employee attrition rates, require additional hiring, erode the quality of customer service, divert management

resources, increase our exposure to high-risk credit and impose significant costs on us. Hiring and retaining

qualified and skilled managers are critical to our future, as our business model depends on our credit-appraisal and

asset valuation mechanism, which are personnel-driven operations. Moreover, competition for experienced

employees in the commercial vehicle finance sector can be intense. While we have an incentive structure and an

Employee Stock Option Scheme designed to encourage employee retention, our inability to attract and retain

talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on our

business, future financial performance and/or cash flows.

36. We are exposed to fluctuations in the market values of our investment and other asset portfolio.

Recent turmoil in the financial markets has adversely affected economic activity globally, including in

India. Continued deterioration of the credit and capital markets could result in volatility of our investment earnings

and impairments to our investment and asset portfolio, which could negatively impact our financial condition and

reported income.

37. Our results of operations could be adversely affected by any disputes with our employees.

As of March 31, 2012, we employed 15,057 full-time employees. Currently, none of our employees are members

of any labour union. While we believe that we maintain good relationships with our employees, there can be no


105

assurance that we will not experience future disruptions to our operations due to disputes or other problems with

our work force, which may adversely affect our business and results of operations.

38. Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to

operate our business may have a material adverse effect on our business.

We require certain statutory and/or regulatory permits and approvals for our business. In the future, we will be

required to renew such permits and approvals and obtain new permits and approvals for any proposed operations.

There can be no assurance that the relevant authorities will issue any of such permits or approvals in a timely

manner or at all, and/or on favorable terms and conditions. Failure by us to comply with the terms and conditions to

which such permits or approvals are subject, and/or to renew, maintain or obtain the required permits or approvals

may result in the interruption of our operations and may have a material adverse effect on our business, financial

condition and results of operations.

39. We are subject to supervision and regulation by the RBI as a deposit-taking NBFC, and changes in RBI‟s

regulations governing us could adversely affect our business.

We are subject to the RBI‟s guidelines on financial regulation of NBFCs, including capital adequacy, exposure and

other prudential norms. The RBI also regulates the credit flow by banks to NBFCs and provides guidelines to

commercial banks with respect to their investment and credit exposure norms for lending to NBFCs. The RBI‟s

regulations of NBFCs could change in the future which may require us to restructure our activities, incur additional

cost or could otherwise adversely affect our business and our financial performance.

The RBI, from time to time, amends the regulatory framework governing NBFCs to address, inter-alia, concerns

arising from certain divergent regulatory requirements for banks and NBFCs. Pursuant to two notifications dated

December 6, 2006, (Notifications No. DNBS. 189 / CGM (PK)-2006 and DNBS.190 / CGM (PK)-2006), the RBI

amended the NBFC Acceptance of Public Deposits (Reserve Bank) Directions, 1998, reclassifying deposit taking

NBFCs, such as us. We are also subject to the requirements of the Non Banking Financial (Deposit Accepting or

Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, issued by the RBI on February 22, 2007,

as amended.

The laws and regulations governing the banking and financial services industry in India have become increasingly

complex and cover a wide variety of issues, such as interest rates, liquidity, securitization, investments, ethical

issues, money laundering and privacy. In some cases, there are overlapping regulations and enforcement

authorities. Moreover, these laws and regulations can be amended, supplemented or changed at any time such that

we may be required to restructure our activities and incur additional expenses to comply with such laws and

regulations, which could materially and adversely affect our business and our financial performance.

Compliance with many of the regulations applicable to our operations in India and/or outside India, including any

restrictions on investments, lending and other activities currently being carried out by our Company, involves a

number of risks, particularly in areas where applicable regulations may be subject to varying interpretations. If the

interpretation of the regulators and authorities varies from our interpretation, we may be subject to penalties and

our business could be adversely affected. We are also subject to changes in Indian laws, regulations and accounting

principles and practices. There can be no assurance that the laws governing the Indian financial services sector will

not change in the future or that such changes or the interpretation or enforcement of existing and future laws and

rules by governmental and regulatory authorities will not adversely affect our business and future financial

performance.

40. Our insurance coverage may not adequately protect us against losses.

We maintain such insurance coverage that we believe is adequate for our operations. Our insurance policies,

however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles,

exclusions and limits on coverage. We maintain general liability insurance coverage, including coverage for errors

or omissions. We cannot, however, assure you that the terms of our insurance policies will be adequate to cover

any damage or loss suffered by us or that such coverage will continue to be available on reasonable terms or will be

available in sufficient amounts to cover one or more large claims, or that the insurer will not disclaim coverage as

to any future claim.

A successful assertion of one or more large claims against us that exceeds our available insurance coverage or

changes in our insurance policies, including premium increases or the imposition of a larger deductible or co-

insurance requirement, could adversely affect our business, financial condition and results of operations.

Risks Relating to the Utilization of Issue Proceeds

41. The fund requirement and deployment mentioned in the Objects of the Issue have not been appraised by

any bank or financial institution.


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We intend to use the proceeds of the Issue, after meeting the expenditures of and related to the Issue, for our

various financing activities including lending and investments, subject to applicable statutory and/or regulatory

requirements, to repay our existing loans and our business operations including for our capital expenditure and

working capital requirements. The fund requirement and deployment is based on internal management estimates

and has not been appraised by any bank or financial institution. The management will have significant flexibility in

applying the proceeds received by us from the Issue. Further, as per the provisions of the Debt Regulations, we are

not required to appoint a monitoring agency and therefore no monitoring agency has been appointed for this Issue.

Risks Relating to the NCDs

42. Changes in interest rates may affect the price of our NCDs.

All securities where a fixed rate of interest is offered, such as our NCDs, are subject to price risk. The price of such

securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed

income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a

function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest

rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to

have a negative effect on the price of our NCDs.

43. You may not be able to recover, on a timely basis or at all, the full value of the outstanding amounts and/or

the interest accrued thereon in connection with the NCDs.

Our ability to pay interest accrued on the NCDs and/or the principal amount outstanding from time to time in

connection therewith would be subject to various factors inter-alia including our financial condition, profitability

and the general economic conditions in India and in the global financial markets. We cannot assure you that we

would be able to repay the principal amount outstanding from time to time on the NCDs and/or the interest accrued

thereon in a timely manner or at all. Although our Company will create appropriate security in favour of the

Debenture Trustee for the NCD Holders on the assets adequate to ensure asset cover for the NCDs, which shall be

free from any encumbrances, the realizable value of the assets charged as security, when liquidated, may be lower

than the outstanding principal and/or interest accrued thereon in connection with the NCDs. A failure or delay to

recover the expected value from a sale or disposition of the assets charged as security in connection with the NCDs

could expose you to a potential loss.

44. Payments to be made on the NCDs will be subordinated to certain tax and other liabilities preferred by law.

The NCDs will be subordinated to certain liabilities preferred by law such as the claims of the Government on

account of taxes, and certain liabilities incurred in the ordinary course of our business. In particular, in the event of

bankruptcy, liquidation or winding-up, our Company‟s assets will be available to pay obligations on the NCDs only

after all of those liabilities that rank senior to these NCDs have been paid as per Section 530 of the Companies Act.

In the event of bankruptcy, liquidation or winding-up, there may not be sufficient assets remaining to pay amounts

due on the NCDs.

45. If we do not generate adequate profits, we may not be able to maintain an adequate Debenture Redemption

Reserve, (“DRR”), for the NCDs issued pursuant to this Disclosure Document.

Section 117C of the Act states that any company require to maintain a DRR to which adequate amounts shall be

credited out of the profits of the company until the debentures are redeemed. The Ministry of Corporate Affairs

has, through its circular dated April 18, 2002, (“Circular”), specified that the quantum of DRR to be created before

the redemption liability actually arises in normal circumstances should be „adequate‟ to pay the value of the

debentures plus accrued interest, (if not already paid), till the debentures are redeemed and cancelled. The Circular

however further specifies that, for NBFCs like our Company, (NBFCs which are registered with the RBI under

Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the value of debentures issued through the

public issue. Accordingly our Company is required to create a DRR of 50% of the value of debentures issued

through the public issue. As further clarified by the Circular, the amount to be credited as DRR will be carved out

of the profits of the company only and there is no obligation on the part of the company to create DRR if there is no

profit for the particular year. Accordingly, if we are unable to generate adequate profits, the DRR created by us

may not be adequate to meet the 50% of the value of the NCDs. This may have a bearing on the timely redemption

of the NCDs by our Company.

46. Any downgrading in credit rating of our NCDs may affect the value of NCDs and thus our ability to raise

further debts.


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The rating of the NCDs by CARE (whichever applicable) indicates high degree of safety regarding timely

servicing of financial obligations and carrying very low credit risk. The rating provided by CARE may be

suspended, withdrawn or revised at any time by the assigning rating agency and should be evaluated independently

of any other rating. These ratings are not a recommendation to buy, sell or hold securities and investors should take

their own decisions.

47. There is no active market for the NCDs on the WDM segment of the stock exchanges. As a result the

liquidity and market prices of the NCDs may fail to develop and may accordingly be adversely

affected.

There can be no assurance that an active market for the NCDs will develop. If an active market for the NCDs fails

to develop or be sustained, the liquidity and market prices of the NCDs may be adversely affected. The market

price of the NCDs would depend on various factors inter alia including (i) the interest rate on similar securities

available in the market and the general interest rate scenario in the country, (ii) the market price of our Equity

Shares, (iii) the market for listed debt securities, (iv) general economic conditions, and, (v) our financial

performance, growth prospects and results of operations. The aforementioned factors may adversely affect the

liquidity and market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs

and/or be relatively illiquid.

48. There may be a delay in making refunds to applicants.

We cannot assure you that the monies refundable to you, on account of (a) withdrawal of your applications, (b) our

failure to receive minimum subscription in connection with the Base Issue, (c) withdrawal of the Issue, or (d)

failure to obtain the final approval from the NSE and/or the BSE for listing of the NCDs, will be refunded to you in

a timely manner. We however, shall refund such monies, with the interest due and payable thereon as prescribed

under applicable statutory and/or regulatory provisions.

49. Risk relating to Security creation

The Security to secure the Debentures is proposed to be created and perfected within 60 days of the

Deemed Date of Allotment (except the mortgage security to be created under the Debenture Trust Deed,

which shall be executed within 30 days of the Deemed Date of Allotment). Further, the security in the

nature of mortgage of immovable property (which is not a substantial security) shall be available only

after the present charge-holders have given no-objection/letters ceding pari passu charge in favour of the

Debenture Trustee.

EXTERNAL RISK FACTORS

a. Our business is dependent on the automobile and transportation industry in India.

Our business to a large extent depends on the continued growth in the automobile and transportation industry in

India, which is influenced by a number of extraneous factors which are beyond our control, inter-alia including (a)

the macroeconomic environment in India, (b) the demand for transportation services, (c) natural disasters and

calamities, and (d) changes in regulations and policies in connection with motor vehicles. Such factors may result

in a decline in the sales or value of new and pre-owned CVs. Correspondingly, the demand for availing finance for

new and pre-owned commercial vehicles may decline, which in turn may adversely affect our financial condition

and the results of our operations. Further, the ability of CV owners and/or operators to perform their obligations

under existing financing agreements may be adversely affected if their businesses suffer as a result of the aforesaid

factors.

b. Increase in competition from our peer group in the CV finance sector may result in reduction of our market

share, which in turn may adversely affect our profitability.

Our Company provides loans to pre-owned and new CV owners and/or operators in suburban and rural areas in

India. Although, we have been named as the largest asset financing NBFC in India providing CV finance*, we have

been increasingly facing competition from domestic and foreign banks and NBFCs operating in the CV finance

segment of the industry. Some of our competitors are very aggressive in underwriting credit risk and pricing their

products and may have access to funds at a lower cost, wider networks and greater resources than our Company.

Our financial condition and results of operations are dependent on our ability to obtain and maintain low cost funds

and to provide prompt and quality services to our customers. If our Company is unable to access funds at a cost


108

comparable to or lower than our competitors, we may not be able to offer loans at competitive interest rates to our

customers.

* The D&B Research Report had named our Company as the largest asset financing NBFC in India in terms of

their research based on various financial and non-financial parameters.

While our Company believes that it has historically been able to offer competitive interest rates on the loans

extended to our customers, there can be no assurance that our Company will be able to continue to do so in the

future. An increase in competition from our peer group may result in a decline in our market share, which may in

turn result in reduced incomes from our operations and may adversely affect our profitability.

c. Our growth depends on the sustained growth of the Indian economy. An economic slowdown in India and

abroad could have a direct impact on our operations and profitability.

Macroeconomic factors that affect the Indian economy and the global economic scenario have an impact on our

business. The quantum of our disbursements is driven by the growth in demand for CVs. Any slowdown in the

Indian economy may have a direct impact on our disbursements and a slowdown in the economy as a whole can

increase the level of defaults thereby adversely impacting our Company‟s, profitability, the quality of its portfolio

and growth plans.

d. Political instability or changes in the government could delay further liberalization of the Indian economy

and adversely affect economic conditions in India generally, which could impact our business.

Since 1991, the Government has pursued a policy of economic liberalization, including significantly relaxing

restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the

future as well. The rate of economic liberalization could change, and specific laws and policies affecting financial

services companies, foreign investment, currency exchange rates and other matters affecting investments in Indian

companies could change as well. A significant slowdown in India‟s economic liberalization and deregulation

policies could disrupt business and economic conditions in India, thus affecting our business. Any political

instability in the country, including any change in the Government, could materially impact our business adversely.

e. Civil unrest, terrorist attacks and war would affect our business.

Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as the

United States of America, the United Kingdom, Singapore and the European Union, may adversely affect Indian

and global financial markets. Such acts may negatively impact business sentiment, which could adversely affect

our business and profitability. India has from time to time experienced, and continues to experience, social and

civil unrest, terrorist attacks and hostilities with neighboring countries. Also, some of India‟s neighboring countries

have experienced, or are currently experiencing internal unrest. This, in turn, could have a material adverse effect

on the Indian economy and in turn may adversely affect our operations and profitability and the market for the

NCDs.

f. Our business may be adversely impacted by natural calamities or unfavorable climatic changes.

India, Bangladesh, Pakistan, Indonesia, Japan and other Asian countries have experienced natural calamities such

as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced

pandemics, including the outbreak of avian flu. These economies could be affected by the extent and severity of

such natural disasters and pandemics which could, in turn affect the financial services sector of which our

Company is a part. Prolonged spells of abnormal rainfall, draught and other natural calamities could have an

adverse impact on the economy, which could in turn adversely affect our business and the price of our NCDs.

g. Any downgrading of India's sovereign rating by an international rating agency (ies) may affect our business

and our liquidity to a great extent.

Any adverse revision to India's credit rating for domestic and international debt by international rating agencies

may adversely impact our ability to raise additional finances at favorable interest rates and other commercial terms.

This could have an adverse effect on our growth, financial performance and our operations.


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l. Name Of Debenture Trustee

The Company has appointed IDBI Trusteeship Services Ltd a SEBI approved Trust Management Company

as the agent and trustees for and on behalf of the Debenture holders. The address and contact details of the

Trustees are as under:

IDBI Trusteeship Services Limited Asian Building, Ground Floor,

17, R Kamani Marg,


Tel: +91 22 4080 7000

Fax: + 91 22 6631 1776

Website: www.idbitrustee.co.in

The IDBI Trusteeship Services Ltd has given its consent to the Company under regulation 4 (4) of

Securities and Exchange Board of India (issue and Listing of Debt Securities) Regulations, 2008 to be

appointed as the Debenture Trustee to this Issue.

The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities

and obligations of the Company and the Trustees in respect of the Debentures.

m. Rating Rationale and Credit Rating Letter Adopted By Rating Agencies

CARE has assigned a CARE AA+ (pronounced “CARE Double A plus”) rating or for an amount of Rs. 400

crores to the present Secured Redeemable Non Convertible Debentures issued by the Company vide its letter

dated March 21, 2013, .Instruments with this rating are considered to have high degree of safety regarding

timely servicing of financial obligations. Such instruments carry very low credit risk.

The above rating is not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agency.

The rating obtained is subject to revision at any point of time in future. The rating agency has the right to

suspend, withdraw the rating at any time on the basis of new information etc.

The rating letter and the rationale are enclosed as Annexure I

n. Details/Copy of Guarantee Letter or Letter of Comfort or any other Document / Letter with similar

intent, if any

Not Applicable

o. Consent Letter from the Trustee

IDBI Trusteeship Services Limited vide their letter dated 21st March, 2013 have given their consent to act

as a trustee for the proposed issue of Debentures. The consent letter is enclosed as Annexure II of this

Disclosure Document

p. Names of all the recognized stock exchanges where the debt securities are proposed to be listed.

The NCDs are proposed to be listed on the Wholesale Debt Market (WDM) segment of the Bombay Stock

Exchange Limited.

The Issuer undertakes to get the Debentures listed on the BSE within 15 days from the Deemed Date of

Allotment. In case the Debentures are not listed within 15 days of Deemed Date of Allotment for any

reason whatsoever, then the Issuer shall immediately redeem/ buy back the Debentures only from those

Debenture holders for whom applicable regulations including RBI/2011-12/423 A.P.(DIR Series) Circular

No. 89 dated March 1, 2012 issued by the Reserve Bank of India do not permit holding to-be listed debt

securities if listing is not done within said 15 days, and in such an eventuality the Issuer shall reimburse

such Debenture holders for reasonable costs and expenses including all accrued interest, liquidity costs,

hedge costs or other break costs, as determined by such Debenture holders, that the Debenture holders

may have incurred for the investment.

In case of delay in listing of the debt securities which are not required to be redeemed/bought back, as

mentioned above, beyond 20 days from the Deemed Date of Allotment(s), the Company will pay

penal interest of 1 % p.a. over the coupon rate from the expiry of 30 days from the Deemed Date of

Allotment till the listing of such debt securities to the investor.

http://www.idbitrustee.co.in/


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q. Other details

Debenture Redemption Reserve (DRR)

As per the circular of the Department of Company affairs (No. 6/3/2001-CL.V) dated 18th April 2002, Debenture

Redemption reserve is not required to be created for issue of privately placed debentures by Non-Banking Finance

Companies /registered with Reserve Bank of India under Section 45 IA of the RBI (Amendment) Act 1997.

The Company also undertakes that, if there is any further guidelines are formulated (or modified or revised) by the

Central Government or any other authority in respect of creation of Debenture Redemption Reserve the Company

shall abide by such guidelines.

Authority for the Placement

This private placement of Debentures is being made pursuant to the resolution of the Banking and Finance

Committee passed at its meeting held on March 20, 2012 which has approved the placement of Debentures

aggregating to Rs. 400 crores. The present Issue of is within the overall limit approved by the Board of Directors at

its meeting held on May 8, 2012. The present Issue of is within the general borrowing limits in terms of the

resolution passed under Section 293(1)(d) of the Companies Act, 1956, at the General Meeting of the shareholders

of the Company held on July 5, 2012 giving their consent to the borrowing by the Directors of the Company from

time to time not exceeding over and above the aggregate of Rs. 45,000 Crores the then paid up Capital subject to

any restrictions imposed by the terms of the agreement entered into from time to time for grant of loans to the

Company of all monies deemed by them to be requisite or proper for the purpose of carrying on the business of the

Company. The borrowings under these Debentures will be within the prescribed limits as aforesaid.

Further, the Company represents that it does not require any no-objection certificate for borrowing by way of issue

of Debentures and that the security in the nature of exclusive charge by hypothecation on specific receivables

proposed to be created to secure the same is free from any other mortgage, charge or encumbrance and is not

subject to any lis pendens, attachment or other process issued by any court of other authority and the Company

does not require any no-objection certificate to create the abovementioned security.

The Company can carry on its existing activities and future activities planned by it in view of the existing

Approvals, and no further approvals from any Government authority are required by the Company to carry on its

said activities.

Objects & Utilization of the Issue Proceeds

The company proposes to raise Rs. 400 Crores through the issue of Secured Redeemable Non-Convertible

Debentures of face value of Rs. 10 lakh each, by way of private placement which shall be used to finance the

requirements of general business purposes and other activities of the Company.. The Capital Adequacy Ratio of the

Company as on March 31, 2012 is 24.26%. However, considering the growth of assets planned during the current

and the subsequent years, the Company desires to raise Tier II capital to maintain the Company‟s Capital Adequacy

Ratio at a level not below the minimum required to be maintained as per RBI guidelines. Accordingly this issue

will enhance capital adequacy of the Company from the present level requirements.

The net proceeds from the Issue shall not be used in contravention of the RBI guidelines applicable to banks on

investment in NBFCs.

No part of the proceeds of the NCDs would be utilized by the Issuer directly/indirectly towards Capital markets and

Real Estate purposes. Hence the subscription to the current NCD issue would not be considered /treated as a capital

market exposure.

The expenses of the present Issue would also be met from the Proceeds of the Issue. The Main Object Clause of the

Memorandum of Association of the Company enables it to undertake the activities for which the funds are being

raised through the present issue and also the activities, which the Company has been carrying on till date. The

Proceeds of this Issue after meeting all expenses of the Issue will be used by the Company for meeting issue objects.

Minimum Subscription

1 Debenture of Rs 10,00,000 each and multiple of 1 thereafter.

Deemed Date of Allotment

Interest on Debentures shall accrue to the Debentureholder(s) from and including the deemed date of allotment as

mentioned in the term sheet given in this Disclosure Document (“Deemed Date of Allotment”). All benefits


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relating to the Debentures will be available to the investors from the Deemed Date of Allotment. The actual

allotment of Debentures may take place on a date other than the Deemed Date of Allotment. The Company

reserves the right to keep multiple allotment date(s)/ deemed date(s) of allotment at its sole and absolute discretion

without any prior notice and shall have a right to allot the Debentures in tranches / series which shall form the part

of this Issue. In case if the issue closing date is changed (pre-poned/ postponed), the Deemed Date of Allotment

may also be changed (pre-poned/ postponed) by the Company at its sole and absolute discretion.

Underwriting

The present Issue of Debentures is on private placement basis and has not been underwritten.

Status of NCDs

The NCDs shall rank pari passu inter se and without any preference or priority among themselves. Subject to any

obligations preferred by mandatory provisions of the law prevailing from time to time, the NCDs shall also, as

regards the principal amount of the NCDs, interest and all other monies secured in respect of the NCDs, rank pari

passu with all other present and future holders of debentures issued by the Company in the same category.

Market Lot

The market lot shall be one NCD of face value of Rs. 10.00 Lac each (“Market Lot”). Since the NCDs are being

issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer

of NCDs.

Interest on Application Money

Interest at the coupon rate as notified in the term sheet (subject to deduction of income tax under the provisions of

the Income Tax Act, 1961, or any other statutory modification or re-enactments thereof, as applicable) will be paid

to all the applicants on the application money for the Debentures. Such interest shall be paid from the date of

realisation of cheque(s)/ demand draft(s)/ RTGS upto one day prior to the Date of Allotment. The interest on

application money will be computed on an Actual/Actual basis. Such interest would be paid on all the valid

applications.

Where the entire or Part subscription amount has been refunded, the interest at the respective coupon rate on

application money will be paid along with the Refund Orders. Where an applicant is allotted lesser number of

debentures than applied for, the excess amount paid on application will be refunded to the applicant along with the

interest at the respective coupon rate on refunded money.

The interest cheque(s)/ demand draft(s) for interest on application money (along with Refund Orders, in case of

refund of application money, if any) shall be dispatched by the Company within 7 days from the Deemed Date of

Allotment by registered post to the sole/ first applicant, at the sole risk of the applicant.

Interest on NCDs

The Debentures shall carry interest at the rate of as per term sheet (subject to deduction of tax at source at the rates

prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification

or re-enactment thereof for which a certificate will be issued by the Company) payable to the holders of

Debentures as of the relevant Record Date. The interest payable on any Interest Payment Date will be paid to the

Debentureholder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Company

as on the Record Date.

The first interest period is defined as the actual number of days falling between the Deemed Date of Allotment to

one day prior to the next interest payment date. The first interest payment would be made as per the term sheet.

The second and subsequent interest period (except the last interest period) is defined as the actual number of days

in a year between the last interest payment date till one day prior to next interest payment date. The last interest

period is defined as the actual number of days falling till one day prior to the redemption date. The last interest

payment would be made on the redemption date along with the redemption of principal amount.

If any interest payment date falls on a day which is not a Business Day („Business Day‟ being a day, which is not

Saturday or Sunday and on which Commercial Banks are open for business in Mumbai and Chennai) then payment

of interest will be made on next working day.

In case the Deemed Date of Allotment is revised (pre-poned/ postponed) then the above Interest Payment Date may

also be revised pre-poned/ postponed) accordingly by the Company at its sole & absolute discretion.

Effect of Holidays


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Should the Interest or Principal Payment fall on a Saturday, Sunday, Bank Holiday in Mumbai or Chennai or any

day on which High Value Clearing does not take place in Mumbai or Chennai, for any reason whatsoever, the next

working day shall be considered as the effective date(s) for that payment.

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof will

be deducted at source. Tax exemption certificate/ document, under Section 195(3) or Section 197(1) of the Income

Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be

notified by the company before the Record Date.

Tax exemption certificate / document in respect of non-deduction of tax at source on interest on application

money, must be submitted along with the Application Form.

Debentures in Dematerialized Form

The Company has finalized Depository Arrangements with National Securities Depository Limited (NSDL) and

Central Depository Services (India) Limited (CDSL) for dematerialization of the Debentures. The investor has to

necessarily hold the Debentures in dematerialized form and deal with the same as per the provisions of

Depositories Act, 1996 (as amended from time to time). The normal procedures followed for transfer of securities

held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller

should give delivery instructions containing details of the buyer‟s DP account to his depository participant.

Applicants to mention their Depository Participant‟s name, DP-ID and Beneficiary Account Number/Client ID in

the appropriate place in the Application Form. In case the depository arrangement is finalised before the

completion of all legal formalities for issue of Debenture Certificates, Debentures to successful allottee(s) having

Depository Account shall be credited to their Depository Account against surrender of Letter of Allotment.

Interest or other benefits with respect to the Debentures would be paid to those Debenture holders whose names

appear on the list of beneficial owners given by the Depositories to the Issuer as on a record date/book closure date.

The Issuer would keep in abeyance the payment of interest or other benefits, till such time that the beneficial owner

is identified by the Depository and informed to the Issuer where upon the interest/benefits will be paid to the

beneficiaries within a period of 30 days.

Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL

/CDSL Depository Participant of the transferor/ transferee and any other applicable laws and rules notified in

respect thereof. The normal procedure followed for transfer of securities held in dematerialized form shall be

followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions

containing details of the buyer‟s DP account to his depository participant.

Transfer of Debentures to and from NRIs/ OCBs, in case they seek to hold the Debentures and are eligible to do so,

will be governed by the then prevailing guidelines of RBI. The transferee(s) should ensure that the transfer

formalities are completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption

will be made to the person, whose name appears in the records of the Depository. In such cases, claims, if any, by

the transferee(s) would need to be settled with the transferor(s) and not with the company.

Payment of Interest/Redemption Amount

Payment of the principal, all interest and other monies will be made to the Registered Debenture holder(s)/

beneficial owner(s) and in case of joint holders to the one whose name stands first in the register of Debenture

holder(s) / in the list of beneficial owner(s) provided to the Company by the Depositories (NSDL and CDSL). Such

payments shall be made by cheque or warrant or ECS (Electronic Clearing Service), Direct Credit or RTGS (Real

Time Gross Settlement) or NEFT (National Electronic Funds Transfer) drawn by the Company on its bankers.

Interest and the principal amount shall be paid through instruments payable at par.

Each Debenture of face value of Rs.10.00 lacs each redeemable as specified in the term sheet.

The Debentures will not carry any obligation, for interest or otherwise, after the date of redemption. The

Debentures held in the dematerialized form shall be taken as discharged on payment of the redemption amount by


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the Company on maturity to the registered Debenture holders whose name appear in the Register of Debenture

holders/ in the list of beneficial owners as provided by NSDL and CDSL as on the Record Date. Such payment

will be a legal discharge of the liability of the Company towards the Debenture holders. On such payment being

made, the Company will inform NSDL/CDSL and accordingly the account of the Debenture holders with

NSDL/CDSL will be adjusted.

If any interest payment date falls on a day which is not a Business Day („Business Day‟ being a day other than

Saturday or Sunday, on which Commercial Banks are open for business in Mumbai and Chennai) then payment of

interest will be made on the next Business Day.

Right to Reissue Debenture(s)

At any time after 90 days from the Deemed Date of Allotment ,the Company will have the power, as provided for

under the Companies Act, 1956, exercisable at its absolute discretion from time to time to repurchase some or all

the Debenture at any time prior to the specified date of maturity as per the prevailing guidelines/regulations of

Reserve Bank of India and other Authorities. This right does not construe a call option. In the event of the

Debenture being bought back, or redeemed before maturity in any circumstance whatsoever, the Company shall be

deemed to always have the right, subject to the provisions of Section 121 of the Companies Act, 1956 to re-issue

such Non-convertible debenture either by re-issuing the same Debenture or by issuing other Non-convertible

debenture in their place.

The Company may also, at its discretion and as per the prevailing guidelines/regulations of Reserve Bank of India

and other Authorities at any time after 90 days from the Deemed Date of Allotment purchase Non Convertible

Debenture at discount, at par or at premium in the open market. Such Non Convertible Debenture may, at the

option of Company, be cancelled, held or resold at such price and on such terms and conditions as the Company

may deem fit and as permitted by Law.

Future Borrowings

The Company shall be entitled to make further issue(s) of debentures, raise further loans of advances and/or avail

further deferred payment guarantees or other financial facilities from time to time from such

persons/banks/financial institutions or body corporate/or any other agency on such terms and conditions as the

Company may think appropriate as per the prevailing guidelines/regulations of Reserve Bank of India and other

authorities, subject to the issuer maintaining the adequate security cover as agreed. However, until the Debentures

are fully redeemed, the Company shall not create any further charge on the Securities offered under this Issue

without the prior written approval of the Debenture Trustee.

Disputes and Governing Law

The Debentures shall be construed to be governed in accordance with Indian Law.. The Company and Company‟s

obligations under the debenture shall, at all times, be subject to the directions of Department of Company Affairs,

RBI, SEBI and Stock Exchanges and other applicable regulations from time to time. Applicants, by purchasing the

Debentures, agree that the High Court of Judicature at Chennai, Tamil Nadu shall have non-exclusive jurisdiction

with respect to matters relating to the Debentures.

Over and above the aforesaid Terms and Conditions, the said Debentures shall further be subject to the Terms and

Conditions, including financial covenats/conditions contained in the Debenture Trust Deed.

Trading of Debentures

The trading of privately placed Debt securities would be permitted in the anonymous, order driven system of the

Stock Exchange in a separate trading segment. The marketable lot would be one Debentures of face value of Rs.

10,00,000/- . All class of investors would be permitted to trade subject to the standard denomination/marketable

lot. The trades executed on spot basis shall be required to be reported to the Stock Exchange

List of Beneficial Owners

The Company shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date.

This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the

case may be.

Succession

In the event of demise of the sole/first holder of the Debenture(s) or the last survivor, in case of joint holders for

the time being, the Company will recognize the executor or administrator of the deceased Debenture holder, or the

holder of succession certificate or other legal representative as having title to the Debenture(s). The Company shall


114

not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate,

letter of administration wherever it is necessary, or such holder is the holder of succession certificate or other legal

representation, as the case may be, from a Court in India having jurisdiction over the matter. The Company may, in

its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or

succession certificate or other legal representation, in order to recognize such holder as being entitled to the

Debenture(s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof

or indemnity.

1) Where a non-resident Indian becomes entitled to the Debenture by way of succession, the following steps

have to be complied:

2) Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the Debenture was

acquired by the NRI as part of the legacy left by the deceased holder.

Proof that the NRI is an Indian National or is of Indian origin.

Such holding by the NRI will be will be governed by the then prevailing guidelines of RBI.

Disclosure Clause

In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors

and/or the Reserve Bank of India/SEBI will have an unqualified right to disclose or publish the name of the

borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the

Reserve Bank of India in their absolute discretion may think fit. Over and above the aforesaid Terms and

Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debenture

Trust Deed/Trustee Agreement.

Registrars

Integrated Enterprises (India) Limited is acting as Registrar and Transfer agents for the Company for debt

instruments. Requests for registration of transfer, along with Debenture Certificates/Letters of Allotment and

appropriate transfer documents should be sent to the Registrars. The transferee shall also furnish name, address and

specimen signatures and wherever necessary, authority for purchase of Debentures. The Registrars after examining

the adequacy and correctness of the documentation shall register the transfer in its books. However, as the NCDs

are compulsory issued in demat mode, this may not be applicable.

Events of Default

If one or more of the events specified hereinafter [hereinafter called the Event(s) of Default] happen(s), the Trustee

may, at its discretion, and shall, upon the prior written approval of the holders of the Debentures of an amount

representing not less than three-fourths in value of the nominal amount of the Debentures or by an Extraordinary

Resolution duly passed at a meeting of the Debentureholders, convened in accordance with the provisions as set

out in the Debenture Trust Deed, by a notice in writing to the Company declare the principal of and all accrued

interest on the Debentures to be due and payable forthwith and the security created hereunder shall become

enforceable and the Trustee shall have right to enforce security in terms of this Deed.

Each of the following events shall be an Event of Default:

1. Default is made in any payment of any interest or principal in respect of the NCDs or any of them

when due. In case of default in payment of Interest and/or principal redemption on the due dates,

additional interest of @ 2% p.a. over the coupon rate will be payable by the Company for the

defaulting period

2. The Issuer is (or is deemed by law or a court to be) insolvent or bankrupt or unable to pay (in the

opinion of the Debenture Trustee) a material part of its debts, or stops, suspends or threatens to stop or

suspend payment of all or (in the opinion of the Debenture Trustee) a material part of (or of a

particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other

readjustment of all or (in the opinion of the Debenture Trustee) a material part of (or all of a particular

type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes

or makes a general assignment or an arrangement or composition with or for the benefit of the relevant

creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or

affecting all or any part of (or of a particular type of) the debts of the Issuer;

3. A distress, attachment, execution or other legal process is levied, enforced or sued out on or against

any material part of the property, assets or revenues of the Issuer;

4. An order is made or an effective resolution passed for the winding-up or dissolution, judicial

management or administration of the Issuer, or the Issuer ceases or threatens to cease to carry on all or

substantially all of its business or operations, except for the purpose of and followed by a


115

reconstruction, amalgamation, re-organization, merger or consolidation on terms approved by an

Extraordinary Resolution of the NCD holders;

5. An encumbrance takes possession or an administrative or other receiver or an administrator is

appointed of the whole or (in the opinion of the Trustee) any substantial part of the property, assets or

revenues of the Issuer (as the case may be);

6. The Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding

up or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an

involuntary proceeding under any such law, or consent to the appointment or taking possession by a

receiver, liquidator, assignee (or similar official) for any or a substantial part of its property or take any

action towards its reorganization, liquidation or dissolution;

7. It is or will become unlawful for the Issuer to perform or comply with any one or more of its

obligations under any of the NCDs or the Debenture Trust Deed;

8. any step is taken by governmental authority or agency or any other competent authority, with a view to

the seizure, compulsory acquisition, expropriation or nationalization of all or (in the opinion of the

Trustee) a material part of the assets of the Issuer which is material to the Issuer;

9. any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of

the events referred to in any of the foregoing paragraphs.

10. If any Event of Default or any event which, after the notice, or lapse of time, or both, would constitute

an Event of Default has happened, the Issuer shall, forthwith give notice thereof to the Debenture

Trustee in writing specifying the nature of such event of default or of such event.

Other events of default are:

1. Default is committed in the performance or observance of any covenant, condition or provision contained

in these presents and/or the financial Covenants and Conditions (other than the obligation to pay principal

and interest).

2. Any information given by the company in its applications to the Debenture holders, in the reports and

other information furnished by the Company and the warranties given/deemed to have been given by it to

the Debenture holders/trustees is misleading or incorrect in any material respect.

3. The Company is unable to or has admitted in writing its inability to pay its debt as they mature.

4. A Receiver or a Liquidator has been appointed or allowed to be appointed of all or any part of the

undertaking of the Company.

5. The Company ceases to carry on its business.

Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the shareholders. If,

however, any resolution affecting the rights attached shall first placed before the Debenture holders for their

consideration.

Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with

the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount

of the Debentures or with the sanction accorded pursuant to a special resolution passed by holders of atleast

seventy-five percent of outstanding amount of Debentures at a meeting of the Debenture holders, provided that

nothing in such consent or resolution shall be operative against the Company where such consent or resolution

modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company.

III APPLICATION PROCESS

Mode of Subscription/ How to Apply

This being a Private Placement Offer, Investors who are established/ resident in India and who have been

addressed through this communication directly only are eligible to apply.

All Application Forms, duly completed, together with cheque/ demand draft for the amount payable on application

must be delivered before the closing date of the issue to the Issuer or to the Arranger to the Issue.

Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK CAPITAL

LETTERS in English and as per the instructions contained therein.


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Applications complete in all respects (along with all necessary documents as detailed in this Disclosure Document)

must be submitted before the last date indicated in the issue time table or such extended time as decided by the

Bank, at any of the designated collection centres, accompanied by the subscription amount by way of cheque(s)/

demand draft(s) drawn on any bank including a co-operative bank which is situated at and is a member of the

Bankers‟ clearing house located at a place where the application form is submitted.

Outstation cheque(s)/ Bank draft(s) drawn on Bank(s) not participating in the clearing process at the designated

clearing centres will not be accepted. Money orders/ postal orders will also not be accepted. The Company assumes

no responsibility for any applications/ cheques/ demand drafts lost in mail.

No separate receipt will be issued for the application money. However, the Company‟s designated collection

branches or Arranger(s) receiving the duly completed Application Form will acknowledge receipt of the

application by stamping and returning to the applicant the Acknowledgment Slip at the bottom of the each

Application Form.

As a matter of precaution against possible fraudulent encashment of interest warrants/ cheques due to loss/

misplacement, the applicant should furnish the full particulars of his or her bank account (i.e. Account Number,

name of the bank and branch) at the appropriate place in the Application Form. Interest warrants will then be made

out in favour of the bank for credit to his/ her account so specified and dispatched to the investors, who may

deposit the same in the said bank.

Notices

The notices to the Debenture holder(s) required to be given by the Company or the Trustees shall be deemed to

have been given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures,

as the case may be. All notices to be given by the Debenture holder(s) shall be sent by registered post or by hand

delivery to Registrars or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s),

etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices / correspondence by

the Debenture holder(s) to the Company with regard to the issue should be sent by Registered Post or by hand

delivery to the Registrar, or to such persons at such persons at such address as may be notified by the Company

from time to time.

Letter/s of allotment/refund order(s) and interest in case of delay in dispatch

The beneficiary account of the investor(s) with National Securities Depository Ltd. (NSDL)/ Central Depository

Services Ltd (CDSL) Depository Participant will be given initial credit within two working days from the Deemed

Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all

statutory formalities, such credit in the account will be akin to a Debenture Certificate.

The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the

allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the

closure of the issue.

Issue of Debenture Certificate(s)/Actual Credit of Debentures

Subject to the completion of all legal formalities within 60 days from the Deemed Date of Allotment, or such

extended period as may be approved by the Debenture Trustee, the initial credit akin to a Letter of Allotment in the

Beneficiary Account of the investor would be replaced with the number of Debentures allotted.

The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of The

Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996,

rules notified by NSDL/ CDSL/ Depository Participant from time to time and other applicable laws and rules

notified in respect thereof.

The Company shall request the Depository to provide a list of beneficial owners as at end of day of the Record

date. This shall be the list, which shall be considered for payment of interest, repayment of principal, etc. as the

case may be.

Right to Accept or Reject Applications


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The Company reserves it‟s full, unqualified and absolute right to accept or reject any application, in part or in full,

without assigning any reason thereof. The applicants will be intimated about such rejection along with the refund

warrant, together with interest on application money, if applicable, from the date of realization of the cheque(s)/

demand drafts(s) till one day prior to the date of refund. The application forms that are not complete in all respects

are liable to be rejected and such applicant would not be paid any interest on the application money. Application

would be liable to be rejected on one or more technical grounds, including but not restricted to:

1. Number of debentures applied for is less than the minimum application size;

2. Applications exceeding the issue size;

3. Bank account details not given;

4. Details for issue of debentures in electronic/ dematerialized form not given; PAN not mentioned in

appropriate place.

5. In case of applications under Power of Attorney by limited companies, corporate bodies, trusts, etc.

relevant documents not submitted;

In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application money of such

Debentures will be refunded, as may be permitted.

Who Can Apply

The following categories of investors may apply for the Debentures, subject to fulfilling their respective investment

norms/ rules by submitting all the relevant documents along with the application form.

1. Scheduled Commercial Banks;

2. Financial Institutions;

3. Insurance Companies;

4. Primary/ State/ District/ Central Co-operative Banks (subject to permission from RBI);

5. Regional Rural Banks;

6. Mutual Funds;

7. Companies, Bodies Corporate authorized to invest in Debentures;

8. Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their Investment guidelines.

9. Trusts

10. Individuals

11. Foreign Institutional Investors

12. any other investor category eligible to invest subject to current applicable rules, act, laws etc

Although above investors are eligible to apply however only those investors, who are individually addressed

through direct communication by the Company / Sole Arranger, are eligible to apply for the Debentures. No other

person may apply. Hosting of Disclosure Document on the website of the BSE should not be construed as an offer

to issue and the same has been hosted only as it is stipulated by SEBI. Investors should check about their eligibility

before making any investment.

The applications must be accompanied by certified true copies of (1) Memorandum and Articles of Association/

Constitution/ Bye-laws (2) Resolution authorizing investment and containing operating instructions (3) Specimen

signatures of authorised signatories and (4) Xerox copy of PAN Card. (5) Necessary forms for claiming exemption

from deduction of tax at source on the interest income/ interest on application money, wherever applicable.

Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and

specimen signatures of all the authorized signatories and the tax exemption certificate/document, if any, must be

lodged along with the submission of the completed Application Form. Further modifications/additions in the power

of attorney or authority should be notified to the Company at its registered office.

In case of applications made under a Power of Attorney or by a Limited Company or a Body Corporate or

Registered Society or Mutual Fund, and scientific and/or industrial research organizations or Trusts etc, the

relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be,

together with the certified true copy thereof along with the certified copy of the Memorandum and Articles of

Association and/or Bye-Laws as the case may be must be attached to the Application Form or lodged for scrutiny

separately with the photocopy of the Application Form, quoting the serial number of the Application Form at the

Company‟s branch where the application has been submitted, or at the office of the Registrars to the Issue after

submission of the Application Form to the bankers to the issue or any of the designated branches as mentioned on


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the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received

by the Registrars to the Issue more than 10 days after closure of the subscription list may not be considered

PAN/GIR Number

All Applicants should mention their Permanent Account Number or the GIR Number allotted under Income Tax

Act, 1961 and the Income Tax Circle / Ward / District. In case where neither the PAN nor the GIR Number has

been allotted, the fact of such a non-allotment should be mentioned in the Application Form in the space provided.

Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be attested by

an authorized official of a Bank or by a Magistrate/Notary Public under his/her official seal.

Nomination Facility

As per Section 109 A of the Companies Act, 1956, only individuals applying as sole applicant/Joint Applicant can

nominate, in the prescribed manner, a person to whom his Debentures shall vest in the event of his death. Non-

individuals including holders of Power of Attorney cannot nomination

B. ISSUE DETAILS:

Security Name Secured Redeemable Non-Convertible Debentures

Issuer Shriram Transport Finance Company Ltd

Type of Instrument Secured Redeemable Non-Convertible Debentures

Nature of Instrument Secured

Seniority YES

Mode of Issue Private placement

Eligible Investors Please refer Clause “Who can apply” of this Shelf Disclosure Document

Listing

The NCDs are proposed to be listed on WDM segment of BSE Limited.

The Issuer undertakes to get the Debentures listed on the BSE within 15 days

from the Deemed Date of Allotment. In case the Debentures are not listed

within 15 days of Deemed Date of Allotment for any reason whatsoever, then

the Issuer shall immediately redeem/ buy back the Debentures only from

those Debenture holders for whom applicable regulations including

RBI/2011-12/423 A.P.(DIR Series) Circular No. 89 dated March 1, 2012

issued by the Reserve Bank of India do not permit holding to-be listed debt

securities if listing is not done within said 15 days, and in such an eventuality

the Issuer shall reimburse such Debenture holders for reasonable costs and

expenses including all accrued interest, liquidity costs, hedge costs or other

break costs, as determined by such Debenture holders, that the Debenture

holders may have incurred for the investment.

In case of delay in listing of the debt securities which are not required to be

redeemed/bought back, as mentioned above, beyond 20 days from the

deemed date of allotment, the Company will pay penal interest of 1 %

p.a. over the coupon rate from the expiry of 30 days from the deemed date

of allotment till the listing of such debt securities to the investor.

Rating of the Instrument “CARE AA+” by CARE

Issue Size Rs. 400 Crores

Option to retain oversubscription (

Amount ) No

Objects of the Issue Please refer clause “Objects & Utilization of the Issue Proceeds” of this

Disclosure Document

Details of the utilization of the

Proceeds

Please refer clause “Objects & Utilization of the Issue Proceeds” of this

Disclosure Document

Coupon Rate 9.85% p.a.

Step Up/Step Down Coupon Rate 1 N.A.

Coupon Payment Frequency Annually

Coupon payment dates 26th

March 2014 and on maturity 26th

March 2015

Coupon Type Fixed

Coupon Reset Process (including

rates, spread, effective date,

interest rate cap and floor etc).

Not Applicable


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Day Count Basis Actual/ Actual

Interest on Application Money

At the respective coupon rate (subject to deduction of tax at source, as

applicable.)

from the date of realization of cheque( s)/ demand draft(s)/RTGS upto one day

prior to the Deemed Date of Allotment.

Default Interest Rate

2% p.a. over the coupon rate will be payable by the Company for the

defaulting period

Tenor 2 years from the Deemed Date of Allotment

Redemption Date 26th

March 2015

Redemption Amount Rs. 400 Crores

Redemption Premium /Discount Not Applicable

Issue Price Rs. 10,00,000/- per debenture

Discount at which security is

issued and the effective yield as a

result of such discount.

Not Applicable

Put option Date Not Applicable

Put option Price Not Applicable

Call Option Date Not Applicable

Call Option Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value Rs 10 lakh per NCD

Minimum Application and in

multiples of Debt securities

thereafter

1 Debenture of Rs 10,00,000 each and multiple of 1 thereafter.

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of Allotment

26th

March 2013

26th

March 2013

26th

March 2013

26th

March 2013

Issuance mode of the Instrument Demat only

Trading mode of the Instrument Demat only

Settlement mode of the Instrument Payment of interest and principal will be made by way of RTGS/ECS/

NEFT/Cheque/s DD's /Electronic mode.

Depository NSDL and CDSL

Business Day Convention

If any interest payment date falls on a day which is not a Business Day

(„Business Day‟ being a day other than Saturday or Sunday on which

Commercial Banks are open for business in Mumbai and Chennai) then

payment of interest will be made on the next working day.

Record Date 15 working days prior to each Coupon Payment / Redemption date

Security (where applicable)

(Including description, type of

security, type of charge, likely date

of creation of security, minimum

security cover, revaluation,

replacement of security).

1. The primary security for the issue of Debentures shall be a first sole

and exclusive hypothecation charge in favor of the Trustees on the

receivables (loan assets) as mutually identified by the Trustees and the

Company with respect to each category Debentures which shall at all

times provide security cover of 1 times of the outstanding amount

(principal, interest, other charges etc.) of Debentures.

2. The Debentures shall also be secured by the creation of a mortgage, in

favour of the Trustee, over the immovable properties of the Company

on first pari passu basis with the existing debenture holders and the

same immovable property may also be shared with future charge

holders.

The aforesaid Security to secure the Debentures shall be created and perfected

within 60 days of the Deemed Date of Allotment (except the mortgage security

to be created under the Debenture Trust Deed, which shall be executed within

30 days of the Deemed Date of Allotment). .


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Transaction Documents

(a) the Debenture Trustee Agreement,

(b) the Disclosure Document and

(c) any other document that may be designated as such document by the

Debenture Trustee;

Conditions Precedent to

Disbursement Not Applicable

Condition Subsequent to

Disbursement

As provided in Bond Trust Deed to be executed between the Company and the

Trustee

Events of Default Please refer clause “ Events of Default” of this Disclosure Document

Provisions related to Cross Default

Clause Please refer clause “ Events of Default” of this Disclosure Document

Role and Responsibilities of

Debenture Trustee

Please refer clause" Name of Debenture Trustee - Role and responsibilities of

Debenture Trustee " of this Disclosure Document

Governing Law and Jurisdiction

The Debentures offered are subject to provisions of the Companies Act, 1956,

Securities Contract Regulation Act, 1956, terms of this Disclosure Document,

Instructions contained in the Application Form and other terms and conditions

as may be incorporated in the Trustee Agreement and the Trust Deed. Over and

above such terms and conditions, the Debentures shall also be subject to the

applicable provisions of the Depositories Act 1996 and the laws as applicable,

guidelines, notifications and regulations relating to the allotment & issue of

capital and listing of securities issued from time to time by the Government of

India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of

India (SEBI), concerned Stock Exchange or any other authorities and other

documents that may be executed in respect of the Debentures. Any disputes

arising out of this issue will be subject to the non-exclusive jurisdiction of the

Courts at Chennai.


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Additional Covenants/ Undertaking by the Company

The Issuer Company undertakes that:

a) Undertaking regarding RBI/ECGC Defaulters List

As per declaration submitted to the Company this is to confirm that none of its Directors are appearing

on the RBI/ECGC defaulters list.

b) Default in Payment

In case of default in payment of Interest and/or principal redemption on the due dates, additional

interest of @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period

c) The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers,

authorities and obligations of the Company and the Trustees in respect of the Debentures. In addition

to the terms and conditions mentioned in this Offer Document, the Company shall abide by other terms

and conditions in relation to the Debentures which may be stipulated in the other transaction

documents.

d) Listing:

The Issuer undertakes to get the Debentures listed on the BSE within 15 days from the Deemed Date of

Allotment. In case the Debentures are not listed within 15 days of Deemed Date of Allotment for any

reason whatsoever, then the Issuer shall immediately redeem/ buy back the Debentures only from those

Debenture holders for whom applicable regulations including RBI/2011-12/423 A.P.(DIR Series)

Circular No. 89 dated March 1, 2012 issued by the Reserve Bank of India do not permit holding to-be

listed debt securities if listing is not done within said 15 days, and in such an eventuality the Issuer

shall reimburse such Debenture holders for reasonable costs and expenses including all accrued

interest, liquidity costs, hedge costs or other break costs, as determined by such Debenture holders, that

the Debenture holders may have incurred for the investment.

In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the

Company will pay penal interest of 1% p.a. over the coupon rate from the expiry of 30 days from the

deemed date of allotment till the listing of such debt securities to the investor

e) The complaints received in respect of the Issue shall be attended to by the Company expeditiously and

satisfactorily;

f) It shall take all steps for completion of formalities for listing and commencement of trading at the

concerned stock exchange where securities are to be listed within specified time frame;

g) Necessary co-operation to the credit rating agencies shall be extended in providing true and adequate

information till the debt obligations in respect of the instrument are outstanding.

h) It shall use a common form of transfer for the instrument.

Disclosure Document as per SEBI (Issue & Listing of Debt Securities)(Amendment)Regulations, 2012

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C. ANNEXURE – I – CREDIT RATING LETTER FROM CARE


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D. ANNEXURE – II – TRUSTEE CONSENT LETTER