Shriram City Union Finance Limited - Karvy

they appear in this Draft Prospectus, have been obtained and the same will be filed along with a copy of this DraftProspectus with the Designated Stock Exchange.Expert OpinionExcept the reports issued by CRISIL dated July 14, 2011 and CARE dated July 14, 2011, respectively in respect ofthe credit ratings issued thereby for this Issue and the rationale for its rating, our Company has not obtained anyexpert opinions.Common form of TransferThe Issuer undertakes that there shall be a common form of transfer for the NCDs and the provisions of theCompanies Act, 1956 and all applicable laws shall be duly complied with in respect of all transfer of debentures andregistration thereof.Minimum SubscriptionIf our Company does not receive the minimum subscription of 75% of the Base Issue, i.e. ` 28,125 lakhs, the entiresubscription shall be refunded to the applicants within 30 days from the date of closure of the Issue. If there is delay inthe refund of subscription by more than 8 days after our Company becomes liable to refund the subscription amount,our Company will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73of the Companies Act, 1956.Filing of the Draft ProspectusThe Draft Prospectus has been filed with NSE on [●], 2011 and with BSE on [●], 2011 in terms of Regulation 7 ofthe Debt Regulations for dissemination on their website(s).Debenture Redemption ReserveSection 117C of the Act states that any company that intends to issue debentures must create a DRR to whichadequate amounts shall be credited out of the profits of the company until the redemption of the debentures. TheMinistry of Corporate Affairs has, through its circular dated April 18, 2002, (“Circular”), specified that thequantum 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 areredeemed and cancelled. The Circular however further specifies that, for NBFCs like our Company, (NBFCs whichare registered with the RBI under Section 45-IA of the RBI Act), the adequacy of the DRR will be 50% of the valueof debentures issued through the public issue. Accordingly our Company is required to create a DRR of 50% of thevalue of debentures issued through the public issue. As further clarified by the Circular, the amount to be credited asDRR will be carved out of the profits of the company only if there is profit for the particular year and there is noobligation on the part of the company to create DRR if there is no profit for the particular year. Our Company shallcredit adequate amounts to DRR, from its profits every year until such NCDs are redeemed. The amounts credited toDRR shall not be utilized by the company except for the redemption of the NCDs.Issue Related ExpensesThe expenses of this Issue include, among others, Fees for the Lead Managers and the Co-Lead Manager, printingand distribution expenses, legal fees, advertisement expenses and listing fees. The estimated Issue expenses to beincurred for the Issue size of upto ` [●] (assuming the full subscription including the retention of over subscriptionof upto ` 75,000 lakhs) are as follows:(` in lakhs)ActivityExpensesLead Management Fee[●]Advertising and Marketing Expenses[●]Printing and Stationery[●]169