Shriram City Union Finance Limited - Karvy

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIONThe following contracts which are or may be deemed material have been entered or are to be entered into by theCompany. These contracts and also the documents for inspection referred to hereunder, may be inspected at theRegistered Office of the Company situated at 123, Angappa Naicken Street, Chennai, Tamil Nadu, India 600001from 10.00 AM to 5 P.M on any business days from the date of this Draft Prospectus until the date of closure of theIssue.A. Material Contracts1. Engagement Letter dated July 20, 2011 received from the Company appointing the Lead Managersand the Co-Lead Manager.2. Memorandum of Understanding dated July 20, 2011 between the Company, the Lead Managersand the Co-Lead Manager.3. Memorandum of Understanding dated July 14, 2011 with the Registrar to the Issue4. Debenture Trust Agreement dated July 18, 2011 executed between the Company and theDebenture Trustee.5. The agreed form of the Debenture Trust Deed to be executed between the Company and theDebenture Trustee.6. Escrow agreement dated [●] executed by the Company, the Registrar, the Escrow CollectionBank(s), the Lead Managers and the Co-Lead Manager.B. Material Documents1. Certificate of Incorporation of the Company dated March 27, 1986, issued by Registrar ofCompanies, Tamil Nadu, Chennai2. Memorandum and Articles of Association of the Company.3. The certificate of registration No. 07-00458 dated April 17, 2007 issued by Reserve Bank of Indiau/s 45 IA of the Reserve Bank of India, 1934.4. Credit rating letter dated July 14, 2011 from CARE and credit rating letter dated July 14, 2011from CRISIL, granting credit ratings to the NCDs.5. Copy of the Board Resolution dated March 24, 2011, approving the Issue.6. Resolution passed by the shareholders of the Company at the Annual General Meeting held onJuly 30, 2009 approving the overall borrowing limit of Company.7. Consents of the Directors, Lead Managers to the Issue, the Co-Lead Manager to the Issue,Compliance Officer of our Company, Debenture Trustee, Lead Brokers, credit rating agencies forthe Issue, Legal Advisor to the Issue, Bankers to the Issue, Bankers to the Company and theRegistrar to the Issue, to include their names in this Prospectus.8. The consent of the Statutory Auditors of our Company, namely M/s. Pijush Gupta & Co. for (a)inclusion of their names as the Statutory Auditors, (b) inclusion of examination reports onReformatted Consolidated Summary Financial Statements and the Reformatted UnconsolidatedSummary Financial Statements in the form and context in which they appear in this DraftProspectus.9. The examination report of the Statutory Auditors dated July 21, 2011 in relation to theReformatted Consolidated Summary Financial Statements included herein.10. The examination report of the Statutory Auditors dated July 21, 2011 in relation to theReformatted Unconsolidated Summary Financial Statements included herein.11. Annual Reports of the Company for the last five Financial Years 2006-07 to 2010-11.12. Due Diligence certificates all dated [●] filed by the Lead Managers, the Co-Lead Manager andthe Debenture Trustee respectively.13. Tripartite agreement between the Company, Registrar to the Issue and CDSL and the Company,Registrar to the issue and NSDL dated March 30, 2000 and April 20, 1999, respectively.14. Copy of the shareholders’ resolution re-appointing the Managing Director of the Company datedJuly 30, 2010.15. License Agreement dated April 1, 2010 with Shriram Ownership Trust.186