PUBLIC ISSUE OF NON-CONVERTIBLE DEBENTURES – SHRIRAM CITY UNION FINANCE LIMITED Instructions to be followed by Escrow Collection Bankers to the Public Issue of Secured NonConvertible Debentures (NCSs) of face value Rs. 1000/- aggregating upto Rs.25,000 lacs with an option to retain over-subscription upto Rs. 25,000 lacs for issuance of additional NCDs, to a total of upto Rs. 50,000 lacs. HIGHLIGHTS OF THE ISSUE Issuer Company Name Shriram City Union Finance Limited Security Type Secured Redeemable Non-Convertible Debenture (NCDs) Issue Size 2,500,000 NCDs with an option to retain over-subscription upto 2,500,000 NCDs aggregating to a total of upto 5,000,000 NCDs Issue Price Rs.1,000/- per NCD payable along with Application Issue Opens on September 12, 2012 (Wednesday) Issue Closes on September 26, 2012 (Wednesday) Integrated Enterprises (India) Ltd. 2ND Floor, “Kences Towers” No. 1 Ramakrishna Street North Usman Road, T Nagar Chennai – 600 017 Phone : 044 -28140801-03 Fax : 044 –28142479 Email : scuf@integratedindia.in Registrar to the Issue Contact Person : Mr. K Balasubramanian / Mr. S.Sriram * The subscription list for the Issue shall remain open for subscriptions during banking hours for the period indicated above, except that the Issue may close on such earlier date or extended date as may be decided at the discretion of the duly authorised committee of Directors of our Company subject to necessary approvals. In the event of such early closure or extension of the Issue, our Company shall ensure that notice of the same is provided to the prospective investors, on or before such early date of closure or the initial Closing Date, as the case may be, through advertisement/s in a leading national daily newspaper. {1} BANKER TO THE ISSUE: Sr.No . 1 2 3 4 5 6 7 Name of the Bank Axis Bank Limited HDFC Bank Limited ICICI Bank Limited Indusind Bank Limited ING Vysya Bank Limited State Bank of India Yes Bank Limited Controlling Branch Mumbai Mumbai Mumbai Mumbai Mumbai Mumbai Mumbai ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in Collecting Branches: Branches other than the Controlling Branch would be called as Collecting Branches. The list of Branches is attached separately. {2} BANK ACCOUNT & ACCEPTANCE OF APPLICATION FORMS BY BANKS: a. At the Controlling Branch the Banks have already opened bank accounts (i.e. Collection Account) specified as follows: “ESCROW ACCOUNT SCUF NCD PUBLIC ISSUE” All the cheques/ demand drafts should have been drawn in favour of the above mentioned account. b. The designated branch on receiving the applications will acknowledge receipt by stamping and returning the acknowledgment slip to the applicant. No separate receipt shall be issued by the bank c. All Cheques / Demand Drafts should be payable locally where the Application is being submitted. Demand Draft charges, if any, shall be borne by the applicant d. Cash / stockinvest/money orders/ postal orders will not be accepted; only Cheque / Demand Draft / RTGS (for Category I investors) will be accepted e. Stamp of the bank /branch should be put at the proper place provided for in the application form {3} CLOSURE OF SUBSCRIPTION LIST : The subscription list will close at the close of banking hours on Wednesday, September 26, 2012, unless it is pre-closed or extended by the Company and communicated to the Controlling Bank branch. Application received after the closure of the Issue should be returned to the applicant by the bank with the reason “Received after the closure of Subscription List”. {4} TRANSFER OF FUNDS: As per directions of the Controlling Branch. ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in {5} DISPOSAL OF APPLICATION FORMS: Collecting Branches are requested to dispatch the Application Forms by Blue Dart or reputed courier on Daily Basis to: Integrated Enterprises (India) Ltd. 2ND Floor, “Kences Towers” No. 1 Ramakrishna Street North Usman Road, T Nagar Chennai – 600 017 Phone : 044 -28140801-03 Fax : 044 –28142479 Email : scuf@integratedindia.in Contact Person : Mr. K Balasubramanian / Mr. S.Sriram Collecting Branches should ensure, the Forms from all locations should reach the Registrar within 24 hours of dispatch. {6} (a) Interest on Application Money:The Company shall pay interest on application money on the amount allotted, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, to any applicants to whom NCDs are allotted pursuant to the Issue from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 7% per annum. (b) Interest on Refund Money:The Company shall pay interest on application money which is liable to be refunded to the applicants in accordance with the provisions of the Debt Regulations and/or the Companies Act, or other applicable statutory and/or regulatory requirements, subject to deduction of income tax under the provisions of the Income Tax Act, 1961, as amended, as applicable, from the date of realization of the cheque(s)/demand draft(s) or 3 (three) days from the date of receipt of the application (being the date of presentation of each application as acknowledged by the Bankers to the Issue) whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 2.50% per annum. Hence it is important that Bank provides the date of realisation of cheque/DD in the Bank Schedule as also date of submission of application in the Bank branch. ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in WHO ARE ELIGIBLE TO APPLY FOR NCDS? As per the terms of the Prospectus, the following categories of persons are eligible to apply in the Issue: Category I Institutional Investors Resident Public financial institutions, statutory corporations, commercial banks, co-operative banks and regional rural banks incorporated in India and authorized to invest in the NCDs; Indian Provident funds, pension funds, superannuation funds and gratuity funds, authorized to invest in the NCDs; Indian venture capital funds registered with SEBI; Indian insurance companies registered with the IRDA; National Investment Fund; and Indian Mutual Funds registered with SEBI. Category II Non Institutional Investors Companies, bodies corporate and societies, registered under the applicable laws in India, and authorized to invest in the NCDs; Trusts settled under the Indian Trusts Act, 1882, public/private charitable/religious trusts settled and/or registered in India under applicable laws, which are authorized to invest in the NCDs; Resident Indian scientific and/or industrial research organizations, authorized to invest in the NCDs; Partnership firms formed under applicable laws in India in the name of the partners, authorized to invest in the NCDs; and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009), authorized to invest in the NCDs. Category III Non Reserved Individual Investors Resident Indian individuals who apply for NCDs aggregating to a value more than Rs. 5 lacs, across all Series of NCDs; and Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value more than Rs. 5 lacs across all Series of NCDs Category IV Reserved Individual Investors Resident Indian individuals who apply for NCDs aggregating to a value not more than Rs.5 lacs, across all Series of NCDs; and Hindu Undivided Families through the Karta who apply for NCDs aggregating to a value not more than Rs.5 lacs, across all Series of NCDs; ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in Bankers are also advised to go through the contents of the SEBI circular dated 27.07.2012, 22.04.2010 and ensure that you abide by the same in letter and spirit. We would however like to highlight few of those things as under: 1. You are advised to collect the application forms ONLY from the Syndicate Members / Lead Manager/ trading members during the Issue period or One day from the closure of the Issue as the case may be. 2. You are required to issue a provisional certificate as per Annexure II for the amount collected by you within two days from the closure of the Issue by 28/09/2012. (In case issue closes earlier revised date will be communicated accordingly). We need to submit a monitoring report (Initial Post Issue report) within 3 days of the issue closure. Any delay will result in non compliance of these requirements. 3. You are advised to prepare a schedule of the applications and ensure that the payment instruments received along with the same are sent into clearing at the earliest. Each of the forms should be given bank serial numbers. Consolidated Schedule shall be prepared in the name of the each bank branch with respective bank serial number. The format for the bank schedule is enclosed in Annexure I 4. As stipulated in the SEBI circular, we will be forwarding the data received from the Stock Exchange to the designated controlling branch of your bank for validating the data and application amount. Please return the data duly updated with realization date of cheque and remarks about the cheque return, if any. 5. You are required to start sending us the applications forms along with the bank schedules (Annexure I) within four working days of the closure of the Issue as per the SEBI Circular. Kindly ensure that these application forms are dispatched to the following address through a reputed courier like Blue dart, etc. Kind Attn: Mr.Balasubramanian K/ Mr.S.Sriram Integrated Enterprises (India) Ltd., 2nd Floor, Kences Towers, No 1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai – 600 017 Ph: 044-28140801/02/03 Email: scuf@integratedindia.in 6. Kindly submit the final certificate and cheque return statement (Annexure III) to us within four working days of the closure of the issue by 01/10/2012 (in case issue closes earlier revised date will be communicated accordingly). We request you to ensure that the same is given to us at the latest by 5:00 pm on that day. The format for cheque return statement is given in Annexure III We will start processing the Basis of Allotment based on your Final Certificates. Hence no correction / revision will be allowed thereafter. Please ensure 100% accuracy while submitting the Final Certificate. 7. The new process envisages the transfer of funds from Escrow Accounts to the public issue account to take place on or before the 9th working day from the date of closure of the issue. You are advised to ensure that the same is completed without fail. 8. You are therefore required to execute the instructions for transfer of the funds to the stipulated refund account immediately on receipt of the same. ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in 9. You are advised to participate in all the conference calls that may be arranged by the Lead Manager and provide all the details required for monitoring the issue. We would also like to draw your attention to the stipulation that bankers shall be responsible for any act of omission/ commission on their part including error in data entry, delays in submission of schedules / applications resulting in the investor grievance and a claim for loss / damage / interest arising out of the same. Timelines for various activities are given below Sl No 1. 2. 3. 4. 6. Activity Collection of applications from Syndicate members/Lead Managers/ trading members Provisional Certificate a (Annexure II) Forwarding the application form and schedules (provide courier name, consignment number and date) (Annexure -I) Final Certificate, bank schedules, cheque return statement (Annexure –III) Transfer of funds to Public Issue and refund accounts Timelines (on or before) T T +2 T+4 T+3 T+8 IF THE TIMELINES GIVEN ABOVE ARE AT VARIANCE TO THE TIMELINES INDICATED IN THE ESCROW AGREEMENT FOR ANY ONE OR MORE OF THE ABOVE ACTIVITIES, PLEASE ENDEAVOUR TO ADHERE TO THE TIMELINE WHICH EVER IS EARLIER. ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in Registrar’s & Escrow Bankers responsibilities Serial No. Activity Responsibility 1 On receipt of bid files from both the stock exchanges, the registrar shall forward the data in the .CSV format as per the Annexure I containing NON ASBA bids uploaded through syndicate / sub syndicate members Registrar 2 Issue provisional certificate for enabling us to file the Initial Post issue report ESCROW BANKER T+2 3 On receipt of data from the registrar on T+2, ESCROW BANKER needs to reconcile the data with the physical forms received from syndicate / sub syndicate members. A bank reference no. to be mentioned on the application form. It is suggested to have different series of nos. for each branch ESCROW BANKER is required to update the file, received from registrar, with bank reference no., Cheque/DD no., amount realized date and remarks against each form. ESCROW BANKER T+3 ESCROW BANKER T+3 On completion of the above activity, ESCROW BANKER need to forward all the forms to the registrar with a list (sort of a scheduleAnnexure I). The duly updated data should be sent to the registrar by email along with final certificate as per the format mentioned in the Annexure III. This file needs to be preserved by the ESCROW BANKER. On receipt of the above file, the registrar shall reconcile the data and final certificate. Any deviations shall be reported to ESCROW BANKER possibly on same day. Registrar to undertake “Technical Rejection” test based on electronic bid details and prepare list of technical rejection cases. ESCROW BANKER T+3 Registrar T+4 Registrar T+5 On completion of basis of allotment approved by the designated stock exchange and allotment process, giving instruction to transfer the fund to the Public issue account / Refund account On receipt of the instruction from the Registrar Escrow Bank needs to transfer the funds to the Public Issue account / Refund account Registrar T+8 ESCROW BANKER T+8 4 5 6 7 8 9 Due Date (Working Day) T+2 ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in Annexure-I BANK SCHEDULE Note : Sl No 1 to 7 will be shared with you based on the data received from Stock Exchange. Balance fields needs to be updated while providing the final schedule. Kindly send the soft copy of the schedule on daily basis to Registrar through email: scuf@integratedindia.in ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in Cheque return status,if any Date of realisation Drawn on bank Cheque date (7) Cheque /DD No, (6) Amount (5) Option (4) No of Ncd Category of applicant (3) Name of the applicant (2) Application Number Date of receipt (1) Bank Serial No Branch Shriram City Union Finance Limited. – NCD issue 2012 ANNEUXURE II PROVISIONAL CERTIFICATE (To be given on the letter head of Controlling Branch of the Bank) To Integrated Enterprises (India) Ltd. Kences Towers II Floor No. 1 Ramakrishna Street North Usman Road T Nagar, Chennai – 600 017 This is to certify that the following applications have been collected by our branches with respect to the Public issue of NCDs by Shriram City Union Finance Limited Sl. No Branch Total Applications Received Total NCDs Applied Total Amount (Rs.) Collected TOTAL Further, we confirm that the FINAL SUMMARY will be provided to you on ______________________. PLACE: for NAME OF THE BANK DATE: (SIGNATURE WITH SEAL) ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in ANNEXURE III CONSOLIDATED FINAL CERTIFICATE (To be given on the letter head of Controlling Branch of the Bank) Integrated Enterprises (India) Ltd. Kences Towers II Floor No. 1 Ramakrishna Street North Usman Road T Nagar, Chennai – 600 017 This is to certify that the following applications have been collected by our branches with respect to the Public Issue of NCDs by Shriram City Union Finance Limited : The branch wise summary for the forms received as below: Date of Opening of Offer: ________________ Date of Closing of Offer: _________________ Srl No. Bank Branch Gross Collection (1) Cheque Returns (2) Net Collections (1-2) Applns Applns Applns Amount Amount Amount 1 2 3 4 5 We certify that all the applications received by us for the issue have been handed over to the Registrars to the Issue and no further applications are pending with us and all Cheques / Bank Drafts have been accounted for. We have not received any applications after the closing date for the Public Issue. We have not accepted any application along with cash. We confirm that Applications of dishonoured cheques, if any, have been removed from the schedule. SIGNATURE OF CONTROLLING BANK OFFICIAL NAME OF THE BANK BRANCH ADDRESS DATE ---------------------------------------------------------------------------------------------------------------------------------------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803 email: scuf@integratedindia.in