APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

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in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUSCategory of NCD Holder ason the Record DateNCD Holder who is anIndividualNCD Holder who is a NonIndividualFace Value (` per NCD) Premium Amount (` per Aggregate Amount– (A)NCD) – (B)Payable at the Timeof Redemption (` perNCD) =(A)+(B)*1,000 364.33 1,364.331,000 318.67 1,318.67* subject to applicable tax deducted at source, if any.(e) For Series V NCDs: In case of Series V NCDs, 50% of the Face Value of the NCDs shall be redeemable at a premium of `263.37 per Series V NCD held by an Individual and at a premium of ` 226.93 per Series V NCD held by a Non Individual atthe end of forty eight months from the Deemed Date of Allotment and the remaining 50% of the Face Value of the NCDs shallbe redeemable at a premium of ` 348.48 per Series V NCD held by an Individual and at a premium of ` 298.17 per SeriesV NCD held by a Non Individual at the end of sixty months from the Deemed Date of Allotment, as better detailed below:Category of NCD Holder as on theRecord DateFaceValue (`per NCD)– (A)Premium Amountfor 50% of theNCDs to beredeemed at theend of 48 months (`per NCD) – (B)AggregateAmountPayable atthe at the endof 48 months(` per NCD)=(A/2) +(B)PremiumAmount forremaining50% of theNCDs to beredeemed atthe end of 60months (` perNCD) – (C)AggregateAmountPayable atthe at the endof 60 months(` per NCD)=(A/2) +(C)*NCD Holder who is an Individual 1,000 263.37 763.37* 348.48 848.48NCD Holder who is a Non Individual 1,000 226.93 726.93 298.17 798.17* subject to applicable tax deducted at source, if any.On any relevant Record Date the Registrar and/or our Company shall determine the list and identity of NCD Holders, (basedon their DP identification, PAN and/or entries in the register of NCD Holders), and make applicable interest payments based onwhether such NCD Holder as on such Record Date is an Individual or a Non Individual. The categories of the NCD Holders,(i.e. Individuals and Non Individuals), will be identified based on the details obtained from the depository database (withrespect to NCDs held in dematerialized form) and register of NCD Holders (with respect to the NCDs held in physical form).2. Payment of Interest/Premium:Annual Payment of Interest for Series I and Series II NCDs: For NCDs subscribed under Series I and Series II, the relevantinterest will be paid on the first day of April every year for the amount outstanding. The first interest payment will be made onApril 1, 2014 for the period commencing from the Deemed Date of Allotment till March 31, 2014. The last interest paymentwill be made at the time of redemption of the NCD on a pro rata basis.Monthly Payment of Interest for Series III NCDs: For NCDs subscribed under Series III, the first interest payment shall bemade on the first day of September, 2013. The first interest payment shall be made from the Deemed Date of Allotment upto the August 31, 2013. The relevant interest accruing after August 31, 2013 will be paid on the first day of every followingmonth for the amount outstanding. Interest payment will be made till the expiry of sixty months from the Deemed Date ofAllotment. The last interest payment will be made at the time of redemption of the NCD on a pro rata basis.Basis of payment of Interest / Premium : Payment of (a) interest and/or redemption amount in case of Series I, Series II andSeries III NCDs and (b) the face value of the NCDs plus the applicable premium on redemption in case of Series IV and SeriesV NCDs, will be made to those NCD Holders (or to first holder in case of joint-holders), whose names appear in the registerof NCD Holders (in case of NCDs held in physical form) and/or the details obtained from the depository database (in case ofNCDs held in dematerialized form), as on the applicable Record Date. On every relevant Record Date, the Registrar and/orour Company shall determine the list and identity of NCD Holders, (based on their DP identification, PAN and/or entries inthe register of NCD Holders), and make applicable interest payments based on whether such NCD Holder as on the applicableRecord Date is an Individual or a Non Individual.We may enter into an arrangement with one or more banks in one or more cities for direct credit of interest to the account ofthe investors. In such cases, interest, would be directly credited to the account of those investors who have given their bankmandate on the interest payment date.We may offer the facility of NECS, NEFT, RTGS, Direct Credit and any other method permitted by RBI and SEBI from timeto time to help NCD Holders. The terms of this facility (including towns where this facility would be available) would be asprescribed by RBI. Refer to the paragraph on “Manner of Payment of Interest/Refund/Redemption Amounts” at page 271 inthe Prospectus.30 Shriram Transport Finance Company Limited
in the nature of FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS3. Taxation: Any tax exemption certificate/document mustbe lodged at the office of the Registrar at least 7(seven) daysprior to the Record Date or as specifically required, failingwhich tax applicable on interest will be deducted at source onaccrual thereof in our Company’s books and/or on paymentthereof, in accordance with the provisions of the IT Act and/or any other statutory modification, enactment or notificationas the case may be. A tax deduction certificate will be issuedfor the amount of tax so deducted.As per clause (ix) of Section 193 of the I.T. Act, no tax isrequired to be withheld on any interest payable on any securityissued by a company, where such security is in dematerializedform and is listed on a recognized stock exchange in India inaccordance with the Securities Contracts (Regulation) Act, 1956(42 of 1956) and the rules made thereunder. Accordingly, no taxwill be deducted at source from the interest on listed NCDs heldin the dematerialized form.However in case of NCDs held in physical form, as per thecurrent provisions of the IT Act, tax will not be deductedat source from interest payable on such NCDs held by theinvestor (in case of resident Individuals and HUFs), if suchinterest does not exceed ` 5,000 in any financial year. Ifinterest exceeds the prescribed limit of ` 5,000 on accountof interest on the NCDs, then the tax will be deducted atapplicable rate. However in case of NCD Holders claimingnon-deduction or lower deduction of tax at source, as thecase may be, the NCD Holder should furnish either (a) adeclaration (in duplicate) in the prescribed form i.e. (i)Form 15H which can be given by Individuals who are ofthe age of 60 years or more (ii) Form 15G which can begiven by all Applicants (other than companies, and firms ),or (b) a certificate, from the Assessing Officer which can beobtained by all Applicants (including companies and firms)by making an application in the prescribed form i.e. FormNo.13. The aforesaid documents, as may be applicable,should be submitted to our Company quoting the name of thesole/ first NCD Holder, NCD folio number and the distinctivenumber(s) of the NCD held, prior to the Record Date toensure non-deduction/lower deduction of tax at source frominterest on the NCD. The investors need to submit Form15H/ 15G/certificate in original from Assessing Officerfor each financial year during the currency of the NCD toensure non-deduction or lower deduction of tax at sourcefrom interest on the NCD.If the date of interest payment falls on a Saturday, Sunday ora public holiday in Mumbai or Chennai or any other paymentcentre notified in terms of the Negotiable Instruments Act, 1881,then interest would be paid on the next working day. Paymentof interest would be subject to the deduction as prescribed in theI.T. Act or any statutory modification or re-enactment thereoffor the time being in force.Subject to the terms and conditions in connection withcomputation of applicable interest on the Record Date as statedon page 267 of the Prospectus, please note that in case theNCDs are transferred and/or transmitted in accordance withthe provisions of the Prospectus read with the provisions ofthe Articles of Association of our Company, the transferee ofsuch NCDs or the deceased holder of NCDs, as the case maybe, shall be entitled to any interest which may have accruedon the NCDs.4. Day Count Convention:Interest shall be computed on a 365 days-a-year basis on theprincipal outstanding on the NCDs. However, where the interestperiod (start date to end date) includes February 29, interestshall be computed on 366 days-a-year basis, on the principaloutstanding on the NCDs5. Effect of holidays on payments:If the date of payment of interest or principal or any date specifieddoes not fall on a Working Day, then the succeeding WorkingDay will be considered as the effective date for such payment ofinterest or principal, as the case may be (the “Effective Date”).Interest and principal or other amounts, if any, will be paid onthe Effective Date. For avoidance of doubt, in case of interestpayment on Effective Date, interest for period between actualinterest payment date and the Effective Date will be paid innormal course in next interest payment date cycle. Payment ofinterest will be subject to the deduction of tax as per Income TaxAct or any statutory modification or re-enactment thereof for thetime being in force. In case the Maturity Date falls on a holiday,the payment will be made on the next Working Day, without anyinterest for the period overdue.73. Interest on Application Money:1. Interest on application monies received which are usedtowards allotment of NCDs: Our Company shall pay intereston application money on the amount allotted to the Applicants,other than to ASBA Applicants, subject to deduction of incometax under the provisions of the Income Tax Act, 1961, asamended, as applicable, to any Applicants to whom NCDsare allotted pursuant to the Issue from the date of realizationof the cheque(s)/demand draft(s) or 3 (three) days from thedate of receipt of the application (being the date of upload ofeach Application on the electronic Application platform of theStock Exchanges) whichever is later upto one day prior to theDeemed Date of Allotment, at the rate of 9.00% per annum.Our Company has a right to withdraw the Issue at anytime 2(two) days prior to Issue closing date for receiving subscriptionin the Issue. Our Company shall in the event of such withdrawal,subject to receipt of a minimum subscription of 75 % of theBase Issue, i.e. ` 28,125 lacs, allot NCDs to all Applicants whohave applied for NCDs upto one day prior to the date by whichCompany gives notice for withdrawal of Issue. However, it isclarified that in the event that our Company does not receive aminimum subscription of 75 % of the Base Issue, i.e. ` 28,125lacs our Company will not allot any NCDs to Applicants.Further our Company shall pay interest on application moneyon the amount allotted, other than to ASBA Applicants, subjectto deduction of income tax under the provisions of the IncomeTax Act, 1961, as amended, as applicable, to any Applicants towhom NCDs are allotted pursuant to the Issue from the dateof realization of the cheque(s)/demand draft(s) or 3 (three)days from the date of receipt of the application (being thedate of upload of each Application on the electronic Applicationplatform of the Stock Exchanges) whichever is later upto oneday prior to the Deemed Date of Allotment, at the rate of9.00% per annum.Our Company may enter into an arrangement with one or morebanks in one or more cities for direct credit of interest to theaccount of the Applicants. Alternatively, the interest warrantwill be dispatched along with the Letter(s) of Allotment at thesole risk of the Applicant, to the sole/first Applicant.Shriram Transport Finance Company Limited31
Page 2 and 3: APPLICANT'S UNDERTAKINGI/We hereby
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APPLICANT'S UNDERTAKING SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

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