MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONThe following contracts (not being contracts entered into in the ordinary course of business carried on by theCompany or entered into more than two years before the date of this Prospectus Tranche-1) which are or may bedeemed material have been entered or are to be entered into by the Company. These contracts and also thedocuments for inspection referred to hereunder, may be inspected on Working Days at the Registered Office ofthe Company situated at UG Floor, East Tower, NBCC Place, Pragati Vihar, Lodhi Road, New Delhi -110 003,India, from 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) during which the Issue is openfor public subscription under the respective tranche prospectus(es).MATERIAL CONTRACTS1. Memorandum of Understanding dated December 10, 2012, between the Company and the Lead Managers.2. Agreement dated December 10, 2012 between the Company and the Registrar to the Issue.3. Debenture Trustee Agreement dated December 10, 2012 for the appointment of Debenture Trustee for theBondholders.4. Escrow Agreement dated December 20, 2012 between the Company, the Registrar, the Escrow CollectionBank(s), and the Lead Managers.5. Consortium Agreement dated December 20, 2012 between the Company and the Consortium Members formarketing of the Issue.6. Tripartite Agreement dated May 8, 2003 between CDSL, the Company and the Registrar to the Issue.7. Tripartite Agreement dated January 23, 2002 between NSDL, the Company and the Registrar to the Issue.MATERIAL DOCUMENTS1. Memorandum and Articles of Association of the Company, as amended to date.2. Resolution passed under Section 293(1)(d) of the Companies Act, at extraordinary general meeting held onJune 22, 2011 approving the borrowing programme of ` 85,00,000 lakhs for the year 2011-12.3. Board resolution dated July 31, 2012 approving the Issue and related matters.4. Bond Committee’s resolution dated December 10, 2012 approving the Draft Shelf Prospectus and relatedmatters.5. Bond Committee’s resolution dated December 20, 2012 approving the Shelf Prospectus and the ProspectusTranche -1 and related matters.6. CRISIL Limited (“CRISIL”) has re-affirmed the credit rating of “CRISIL AAA/Stable” (pronounced as“CRISIL Triple A with stable outlook”) for ` 15,00,000 lakhs long term borrowing programme of theCompany (“Debt Programme”) vide its letter no. PC/IRFC/2012/CDEL11372 dated December 21, 2012.ICRA Limited (“ICRA”) has re-affirmed the credit rating assigned of “[ICRA] AAA” (pronounced as“ICRA triple A”) for the Debt Programme of the Company vide its letter no. D/RAT/2012-13/11/5 datedDecember 21, 2012. Credit Analysis & Research Limited (“CARE”) has re-affirmed the rating of “CAREAAA (pronounced as triple A)” for the Debt Programme of the Company vide its letter dated December 21,2012.7. Consents of each of the Compliance Officer, Company Secretary, Directors, Lead Managers, LegalAdvisors to the Issue, Registrar to the Issue, Bankers to the Company, Bankers to the Issue the DebentureTrustee for the Bondholders and the Credit Rating Agencies to include their names in the Draft ShelfProspectus, Shelf Prospectus and relevant Tranche Prospectus(es) in their respective capacities.8. Consent of the Auditors, for inclusion of their name and the report on the Accounts in the form and contextin which they appear in the Draft Shelf Prospectus, Shelf Prospectus and relvant Tranche Prospectus(es)and their statement on tax benefits mentioned herein.9. Auditor’s report dated November 29, 2012 on our audited financial statements for the financial year endingMarch 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011, March 31, 2012 and for the half yearended September 30, 2012 and statement of tax benefits dated November 29, 2012 issued by Bansal Sinha& Co., Statutory Auditors of the Company.10. Notification No. 46/2012. F. No. 178/60/2012-(ITA.1) dated November 6, 2012 issued by the Central Boardof Direct Taxes, Department of Revenue, Ministry of Finance, Government of India, by virtue of powersconferred upon it by item(h) of sub-clause (iv) clause (15) of section 10 of the Income Tax Act, 1961 (43 of1961).11. Lease agreement dated July 30, 2012 entered between the Company and the President of India, through theAdviser, Railway Stores (P), Ministry of Railways (Railway Board) for lease of rolling stock (acquiredduring the period starting from April 1, 2011 to March 31, 2012).12. Annual report of the Company for the last five years.86
13. Exemption letter (IMD/DoF-1/DEBT/SP/JK/27253/2012) dated December 7, 2012 issued by SEBIallowing our Company to allot on the basis of the date of upload of each Application into the electronicbook of the Stock Exchanges.14. In-principle listing approval from BSE and NSE vide their letter no. DSC/SP/PI-BOND/20/12-13 datedDecember 18, 2012 and letter no. NSE/LIST/189481-6 dated December 19, 2012, respectively.15. Due Diligence Certificate dated December 21, 2012 filed by the Lead Managers with SEBI.Any of the contracts or documents mentioned above may be amended or modified at any time, withoutreference to the Bondholders, in the interest of the Company in compliance with applicable laws87
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