Shriram City Union Finance Limited - Karvy

2. Subject to applicable statutory/regulatory requirements, including requirements of the RBI, the rights, privileges andconditions attached to the NCDs may be varied, modified and/or abrogated with the consent in writing ofthe holders of at least three-fourths of the outstanding amount of the NCDs or with the sanction of aspecial resolution passed at a meeting of the concerned NCD holders, provided that nothing in suchconsent or resolution shall be operative against us, where such consent or resolution modifies or variesthe terms and conditions governing the NCDs, if the same are not acceptable to us.3. The registered NCD holder or in case of joint-holders, the one whose name stands first in the register ofdebenture holders shall be entitled to vote in respect of such NCDs, either in person or by proxy, atany meeting of the concerned NCD holders and every such holder shall be entitled to one vote on ashow of hands and on a poll, his/her voting rights on every resolution placed before such meeting of theNCD holders shall be in proportion to the outstanding nominal value of NCDs held by him/her.4. The NCDs are subject to the provisions of the Debt Regulations, the Act, the Memorandum and Articles ofAssociation of our Company, the terms of this Draft Prospectus, the Prospectus, the Application Forms, the termsand conditions of the Debenture Trust Deed, requirements of the RBI, other applicable statutory and/or regulatoryrequirements relating to the issue and listing, of securities and any other documents that may be executed inconnection with the NCDs.5. A register of NCD holders will be maintained in accordance with Section 152 of the Act and all interestand principal sums becoming due and payable in respect of the NCDs will be paid to the registeredholder thereof for the time being or in the case of joint-holders, to the person whose name stands first inthe Register of NCD holders as on the record date.6. Subject to compliance with RBI requirements, NCDs can be rolled over only with the consent of theholders of at least 75% of the outstanding amount of the NCDs after providing at least 21 days priornotice for such roll over and in accordance with the Debt Regulations. The Company shall redeem thedebt securities of all the debt securities holders, who have not given their positive consent to the roll-over.The aforementioned rights of the NCD holders are merely indicative. The final rights of the NCD holders willbe as per the terms of the Prospectus and the Debenture Trust Deed to be executed between our Company andthe Debenture Trustee.Minimum SubscriptionIf our Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. ` 28,125 lakhs, prior toallotment, the entire subscription shall be refunded to the applicants within 30 days from the date of closure of theIssue. If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to refundthe subscription amount, our Company will pay interest for the delayed period, at rates prescribed under subsections(2) and (2A) of Section 73 of the Companies Act, 1956.Market Lot & Trading LotUnder Section 68B of the Act, the NCDs shall be allotted only in dematerialized form. As per the DebtRegulations, the trading of the NCDs shall be in dematerialised form only. Since trading of the NCDs is indematerialised form, the tradable lot is one NCD.Allotment in the Issue will be in electronic form in multiples of one NCD. For details of allotment refer tochapter titled “Issue Procedure” under section titled “Issue Related Information” beginning on page 151 of thisDraft Prospectus.Nomination facility to NCD holderIn accordance with Section 109A of the Act, the sole NCD holder or first NCD holder, along with other jointNCD holders (being individual(s)) may nominate any one person (being an individual) who, in the event ofdeath of the sole holder or all the joint-holders, as the case may be, shall become entitled to the NCD. A137