secured non-convertible debentures - srei infrastructure finance … · 2018-07-27 · issue open...

FAQ of Srei NCD Issue

Cheque in the Favor of “SIFL - NCD IV Public Issue Escrow Account”

PAN No. is Mandatory Issue Open On: December 30, 2013 Issue Closes On: January 31, 2014#

Srei Infrastructure Finance Limited (the “Company” or the “Issuer”) – Public Issue of Secured, Redeemable Non-Convertible Debentures (‘Debentures’ / ‘NCDs’) for an amount upto ` 1,000 Million (the “Issue”)

Issue related FAQs

Q1. What is the nature and size of issue? The Debentures are in the nature of secured, redeemable and non-convertible debentures of face value of ` 1,000/- (Rupees Thousand) each for an aggregate amount up to ` 1,000 million (Rupee One Thousand million). Q2. What is the Issue period and timing? The Issue opens on December 30, 2013 and closes on January 31, 2014. The Issue shall remain open for subscription from 10 A.M. to 5 P.M. (Indian Standard Time) during the Issue period, except that the Issue may close on such earlier date or extended date as may be decided by the Board/ Committee of Directors of the Issuer, as the case may be, subject to necessary approvals. In the event of an early closure or extension of the Issue, the Company shall ensure that notice of the same is provided to the prospective investors through advertisements in a leading national daily newspaper on or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be.

Q3. What is the Security for the Debentures? The security offered in this Issue are charge on specific asset of the Company with an asset cover of 1.0 time of the total outstanding amount of NCDs, as may be agreed between the Company and the Trustees for the Debentures Holders and mortgage/pari-passu charge on its identified immovable property. Q4. Tell us more about the issuer company. Srei Infrastructure Finance Limited: Srei infrastructure Finance Limited (SIFL) is a Non Deposit accepting Non-Banking Financial Company registered with RBI as an Infrastructure Finance Company and has been notified as a Public Financial Institution under section 4A of the Companies Act, 1956 (Section 2(72) of the Companies Act, 2013) by Ministry of Corporate Affairs. Among SIFL’s notable joint ventures, Srei Equipment Finance Ltd (SEFL) catering to the equipment finance requirements of the infrastructure and mining industries, is one of the prominent players in this field in India and has emerged as one of the major equipment financiers in India by specialising in the infrastructure and construction equipment. SEFL has also expanded its business in technology equipment like computer hardware & software and healthcare, logistic equipment and pre-owned equipment.


The business model of the Company encompasses providing financial products and services for the customers engaged in infrastructure development and construction, with particular focus on power, road, telecom, port, oil and gas & special economic zone sectors in India with a medium to long term perspective. Srei Group has a Consolidated Assets under Management of ` 34,7541 million as on September 30, 2013 and a pan india presence with a network of 198 offices. Q5. What are the key highlights of this instrument? The Issue has been rated ‘CARE AA- (Double A Minus)’(Outlook:Stable) by Credit Analysis & Research Limited (“CARE”) and ‘BWR AA (BWR Double A)’ by Brickwork Ratings India Private Limited (“BRICKWORK”) which indicates high degree of safety regarding timely servicing of Principal & Interest. . Other notable highlights of the NCDs are as follows: There are various interest payment options like Monthly, Annually and Cumulative. The NCDs are offered in three different tenures i.e., 2 years, 3 years and 5 years for individual, institutional as well as non-institutional investors. The NCDs can be hold in both Dematerialized and Physical Forms by individual investors. However, Series VI NCDs would be allotted compulsorily in Dematerialized form. NCDs can be held by Institutional and non-institution category of investors in Dematerialized form only. The Company shall pay to the successful Applicants, interest at the rate of 10.00% p.a. on the Application Amount allotted, for the period commencing from 3 (three) days from the date of upload of the Application Form on the electronic book of the Stock Exchange, or the date of realization of the Application Amount, whichever is later, up to 1 (one) day prior to the Deemed Date of Allotment, subject to deductions under the provisions of the Income Tax Act or any other statutory modification or re-enactment thereof, as applicable. However no interest is to be paid on Application Amount(s) to the ASBA Applicants. The Company shall also pay interest on Application Amounts which is liable to be refunded to the Applicants (other than ASBA Applicants) subject to deduction of income tax under the provisions of the Income Tax Act, as applicable, from the date of realization of the cheque(s)/demand draft(s) or three days from the date of upload of the Application on the electronic bidding platform of BSE and NSE, whichever is later upto one day prior to the Deemed Date of Allotment, at the rate of 2.50% p.a. Our Company shall not be liable to pay any interest on monies liable to be refunded in case of (a) invalid Applications or Applications liable to be rejected, and/or (b) applications which are withdrawn by the applicant.




Q6. What is the coupon rate, frequency of interest payment and redemption value? The instrument has seven options as detailed below:

Series I II III*** IV V VI# VII

Frequency of Interest payment

Annually Cumulativ

e Annually

Cumulative

Annually Monthly Cumulative

Face Value/Issue Price per NCD (`)

`1,000 `1,000 `1,000 `1,000 `1,000 `1,000 `1,000

Minimum Application

`10,000/- (10 NCDs)

`10,000/- ( 10 NCDs)

`10,000/- (10 NCDs)

`10,000/- ( 10 NCDs)

`10,000/- ( 10 NCDs)

`10,000/- (10 NCDs)

`10,000/- ( 10 NCDs)

Category of Investor who can apply

I,II & III II,III I,II & III II,III I,II & III II,III II,III

Tenor from Deem Date of Allotment

2 years 2 years 3 years 3 years 5 years 5 years 5 years

Coupon(%) for Institutional Investor(s)

11.00% N.A 11.25% N.A. 11.50% N.A N.A.

Coupon(%) for Non-institutional Investor(s)

11.00% N.A 11.25% N.A. 11.50% 10.94%

Year 1:12.00% Year 2:11.50% Year 3:11.50% Year 4:11.25% Year 5:11.25%

Coupon(%) for Individual Category

11.25% N.A 11.50% N.A. 11.75% 11.16%

Year 1:12.50% Year 2:12.00% Year 3:11.50% Year 4:11.25% Year 5:11.25%

Effective Yield (p.a.) for Institutional Investor(s)

11.00% N.A 11.25% N.A. 11.50% N.A N.A.


Series I II III*** IV V VI# VII

Effective Yield (p.a.) for Non Institutional Investor(s)

11.00% 11.00% 11.25% 11.24% 11.50% 11.51% 11.53%

Effective Yield (p.a.) for Individual Category

11.25% 11.27% 11.50% 11.51% 11.75% 11.75% 11.77%

Amount (`/NCD) on Maturity for Institutional Investor (s)**

1,000/- N.A. 1,000/- N.A. 1,000/- 1,000/- 1,000/-

Amount (`/NCD) on Maturity for Non Institutional Investor (s)**

1,000/- 1,232/- 1,000/- 1,377/- 1,000/- 1,000/- 1,000/-

Amount (`/NCD) on Maturity for Individual investor**

1,000/- 1238/- 1,000/- 1,387/- 1,000/- 1,000/- 1,000/-

Individual & Non Institutional Investor(s) can subscribe to Series I, Series II, Series III, Series IV, Series V, Series VI and Series VII NCDs, whereas Institutional Category Investor(s) can subscribe to Series I, Series III and Series V. # Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. ** Subject to applicable tax deducted at source, if any *** The Company shall allocate and allot Series III NCDs wherein the Applicants have not indicated their choice of the relevant NCDs Series or have applied for wrong Series. Q7. Is there an additional coupon for any categories of investors? The Company offers additional coupon to the individual category of investors only as per the following terms and conditions, Investors in the proposed NCD who fall under Individual Category and who are holders of NCD(s)/Bond(s) previously issued by the Company in past public issues and/ or are equity shareholder(s) of the Company on the Deemed Date Of Allotment, shall be eligible for




additional coupon of 0.25 % p.a. provided the proposed NCDs are held by the investors on the relevant record date applicable for payment of respective coupon in respect of Series I, III, V, VI and VII and are NCD holders on the record date for redemption of NCD in case of series II and IV. For Investors applying in Series II and Series IV NCDs, the maturity amount at redemption along with the additional coupon would be ` 1243/- and ` 1396/- respectively. The additional coupon will be maximum of 0.25% p.a., for Investors in the proposed Issue, who are holding NCD(s)/Bond(s) previously issued by the Company in past public issues and are also equity shareholder(s) of the SREI Infrastructure Finance Limited / Company.

On any relevant Record Date the Registrar and/or the Company shall determine the list of the Primary holders of this issue and identity such Investor/NCD Holders, (based on their DP identification and /or PAN and/or entries in the Register of NCD Holders), and make applicable coupon/interest payments.

The additional coupon will be given only on the NCDs allotted in this issue. In case if any NCD is bought/acquired from secondary market or from open market, additional coupon will not be paid on such bought/acquired NCD.

In case the primary holder sell/gifts/transfer any NCDs allotted in this public issue, additional coupon will not be paid on such sold/gifted/transferred NCD except in case where NCDs are transferred to the Joint holder/Nominee in case of death of the primary holder. Q8. What is the credit rating for the NCDs? As mentioned above, the Debentures have been rated ‘CARE AA- (Double A Minus)’'(Outlook:Stable) by CARE and “BWR AA (BWR Double A)’ by BRICKWORK which indicates high degree of safety regarding timely servicing financial obligations of the issuer company. Q9. What is the impact of frequent fluctuations in policy interest rates? There is no significant impact of any fluctuations or changes in the policy rates by regulator as the interest on the investment would be fixed for different periods from the date of Deemed Date of Allotment. Q10. Who can apply? The following categories of Investors can subscribe to the Debentures and the said Debentures shall be allotted on First Come First Served Basis.

Category I (Institutional Category) (Can apply only for Series I, Series III and Series V NCDs)

• Public Financial Institutions, Statutory Corporations, Commercial Banks, Co-operative Banks and Regional Rural Banks, which are authorized to invest in the NCDs;

• Provident Funds, Pension Funds, Superannuation Funds and Gratuity Fund, which are authorized to invest in the NCDs;


• Venture Capital funds and / or Alternative Investment Funds registered with SEBI; • Insurance Companies registered with the IRDA; • National Investment Fund; • State Industrial Development Corporations; and

• Mutual Funds. Category II (Non-Institutional Category) (Can apply for all Series)

• Companies, bodies corporate and societies registered under the applicable laws in India and authorized to invest in the NCDs;

• Public/private charitable/religious trusts which are authorized to invest in the NCDs; • Scientific and/or industrial research organizations, which are authorized to invest in the NCDs; • Partnership firms in the name of the partners; • Limited liability partnerships formed and registered under the provisions of the Limited Liability

Partnership Act, 2008 (No. 6 of 2009); and

• Any other incorporated and/ or unincorporated body of persons. Category III (Individual Category) (Can apply for all Series)

• Resident Indian individuals; and

• Hindu Undivided Families through the Karta. Q11. Who is not eligible to invest in the issue?

Minors without a guardian name;

Foreign nationals;

Persons resident outside India including without limitation Foreign Institutional Investors,

Non Resident Indians, Qualified Foreign Investors and Overseas Corporate Bodies

Q12. Can the application be made on joint names? Applications may be made in single or joint names (not exceeding three). If the depository account is held in joint names, the Application Form should contain the name and PAN of the person whose name appears first in the depository account and signature of only this person would be required in the Application Form. This Applicant would be deemed to have signed on behalf of joint holders and would be required to give confirmation to this effect in the Application Form. In the case of joint Applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named Applicant whose name appears in the Application Form and at the address mentioned therein.. Q13. What is the minimum application size for investment? An Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs (as applicable to the category of investors he/she/it belongs), subject to a minimum Application size of ` 10,000, and in multiples of ` 1,000 thereafter, for each Application. Any Application for an amount below the aforesaid minimum Application size will be deemed as an invalid Application and shall be rejected.




Q14. What is the intended use of proceeds? The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for the various financing activities of the Company, to repay its existing loans and the business operations including for the capital expenditure and working capital requirements, subject to applicable statutory and/or regulatory requirements. Further, in accordance with the Debt Regulations, the Company will not utilize the proceeds of the Issue for providing loans to or acquisition of shares of any person or company who is a part of the same group as the Company or who is under the same management as the Company or any subsidiary of the Company.

Q15. Is Demat account necessary to invest in these Debentures? No, it is not necessary for Individual Category Investors to have a demat account to invest in the Debentures. Individual Category Investors has the option to apply for NCDs in the physical form through a valid Application Form filled in by the Applicant along with anaccount payee cheques / drafts and the Know Your Customer (“KYC”) documents . For all other categories of applicants, NCDs being issued through the Prospectus can be applied for in the dematerialized form only through a valid Application Form filled in by the Applicant along with attachment, as applicable. However Series VI NCDs would be allotted compulsorily in dematerialized form to all categories of Investors. Q16. How will allocation happen in case of over subscriptions or under subscription? The basis of allotment for NCDs in the first issuance is as follows:

Applicants belonging to the Institutional Portion, in the first instance, will be allocated NCDs upto 20 % of Issue Size on first come first served basis which would be determined on the basis of upload of their Applications in to the electronic book with Stock Exchanges;

Applicants belonging to the Non-Institutional Portion, in the first instance, will be allocated NCDs upto 20 % of Issue Size on first come first served basis which would be determined on the basis of upload of their Applications in to the electronic book with Stock Exchanges;

Applicants belonging to the Individual Category Portion, in the first instance, will be allocated

NCDs upto 60 % of Issue Size on first come first served basis which would be determined on the basis of upload of their Applications in to the electronic book with Stock Exchanges;

Allotments, in consultation with the Designated Stock Exchange, shall be made on date priority basis i.e. a first-come first-serve basis, based on the date of upload of each Application in to the


Electronic Book with Stock Exchange, in each Portion subject to the Allocation Ratio. However, on the date of oversubscription, the allotments would be made to the applicants on proportionate basis. Allotments in case of oversubscription In case of an oversubscription, allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full allotment of NCDs to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of NCDs to the Applicants on the date of oversubscription (based on the date of upload of each Application into the Electronic Book with Stock Exchanges, in each Portion). Allotments in case of under subscription Under subscription, if any, in any Portion, priority in allotments will be given in the following order:

▪ Individual Category Portion

▪ Non-Institutional Portion

▪ Institutional Portion Within each Portion, priority in Allotments will be given on a first-come-first-serve basis, based on the date of upload of each Application into the electronic system of the Stock Exchanges. Q17. Can an applicant make additional applications? An Applicant is allowed to make one or more Applications for the NCDs for the same or other Series of NCDs (as applicable to the category of investors he/she/it belongs), subject to a minimum Application size of ` 10,000, and in multiples of ` 1,000 thereafter, for each Application. Any Application for an amount below the aforesaid minimum Application size will be deemed as an invalid Application and shall be rejected. Q18. Can an applicant make changes to his/her application? Applicants are not allowed to amend applications, once submitted to the Escrow Bankers. However, an applicant can withdraw their Application at any time prior to the Issue Closing Date. Q19. Can the investor trade the NCDs in the market? Yes, the NCDs will be listed on the BSE and NSE, which shall provide a platform to buy and sell NCDs in dematerialized form only. Q20. What is the tax implication of these NCDs?




Interest on NCD received by Debenture Holders would be subject to tax at the normal rates of tax in accordance with and subject to the provisions of the I.T. Act and such tax would need to be withheld at the time of credit/payment as per the provisions of Section 193 of the I.T. Act. However, no income tax is deductible at source in respect of the following : a. In case the payment of interest on debentures to a resident individual or a Hindu

Undivided Family ('HUF') Debenture Holder does not or is not likely to exceed ` 5,000 in the aggregate during the Financial year and the interest is paid by an account payee cheque.

b. On any security issued by a company in a dematerialized form and is listed on recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and the rules made there under (w.e.f. 01.06.2008).

c. When the Assessing Officer issues a certificate on an Application by a Debenture Holder on satisfaction that the total income of the Debenture holder justifies no/lower deduction of tax at source as per the provisions of Section 197(1) of the I.T. Act; and that certificate is filed with the Company before the prescribed date of closure of books for payment of debenture interest

d. (i) When the resident Debenture Holder with Permanent Account Number ('PAN') (not being a company or a firm) submits a declaration as per the provisions of section 197A (1A) of the I.T. Act in the prescribed Form 15G verified in the prescribed manner to the effect that the tax on his estimated total income of the financial year in which such income is to be included in computing his total income will be NIL. (ii) Senior citizens, who are 60 or more years of age at any time during the financial

year, enjoy the special privilege to submit a self-declaration in the prescribed Form 15H for non deduction of tax at source in accordance with the provisions of section 197A (1C) of the I.T. Act even if the aggregate income credited or paid or likely to be credited or paid exceeds the maximum amount not chargeable to tax, provided that the tax due on total income of the person is NIL.

(iii) In all other situations, tax would be deducted at source as per prevailing provisions of the I.T. Act. Form No.15G with PAN/Form No. 15H with PAN/Certificate issued u/s 197(1) has to be filed with the Company before the prescribed date of closure of books for payment of debenture interest without any tax withholding.

For detail of tax benefit available to the Debenture Holders, please refer to the “Statement of Tax Benefits “ of the Prospectus dated December 23, 2013 from page number 55 to 61.

Q21. What is the application amount and mode of payment to be payable on application?


An investor needs to apply for a minimum of ` 10,000 or 10 NCDs and in multiples of ` 1,000 or 1 NCD thereafter for all the Series available i.e. Series I, Series II, Series III, Series IV, Series V,Series VI and Series VII. The entire issue price of ` 1000/- per NCD is payable on Application itself. In case of allotment of lesser number of NCDs than the number of NCDs applied for, the Company shall refund/unblock the excess amount paid on Application to the Applicant in accordance with the terms of this Prospectus. All Application Forms (available for download on the websites of the Stock Exchange, the Lead Managers, the Co-Lead Managers and available in physical form) duly completed and accompanied by account payee cheques / drafts shall be submitted with the Members of the Syndicate, Trading Members of the Stock Exchange before the closure of the Issue. The Applications are to be submitted to the Members of the Syndicate and Trading Members on a timely manner so that the details can be uploaded on to the Stock Exchange platform during the Bidding Period. The cheque/bank draft can be drawn on any bank, including a co-operative bank which is situated at and is member or sub-member of the Bankers’ clearing-house located at the place where the Application Form is submitted, i.e. at designated collection centres of the Banker to the Issue. Outstation cheques /bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected and the collecting bank shall not be responsible for such rejections. Payment though stock invest would also not be allowed as the same has been discontinued by the RBI vide notification No. DBOD.NO.FSC.BC. 42/24.47.001/2003-04 dated November 5, 2003. Cash/Stock invest/Money Orders/Postal Orders will not be accepted. In case payment is effected in contravention of conditions mentioned herein, the application is liable to be rejected and application money will be refunded and no interest will be paid thereon. A separate cheque / bank draft must accompany each Application Form. No cash payments shall be accepted. All cheques / bank drafts accompanying the applications made by eligible applicants should be crossed “A/c Payee only” and must be made payable to “SIFL - NCD IV Public Issue Escrow Account”. Q22. What are the documents/ certificates that need to be filed along with the Application Form? All applicants have to mention their PAN Number. In case of applications by/under: Applications by Mutual Funds Applications made by the AMCs or custodians of a Mutual Fund shall clearly indicate the name of the concerned scheme for which Application is being made. The Applications must be also accompanied by certified true copies of:




SEBI Registration Certificate and trust deed

resolution authorising investment and containing operating instructions and

specimen signatures of authorized signatories. Application by Scheduled Banks, Co-operative Banks and Regional Rural Banks The Application must be accompanied by certified true copies of:

Board Resolution authorising investments;

Letter of Authorisation Application by Insurance Companies In case of Applications made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with Application Form. The Applications must be accompanied by certified copies of

Memorandum and Articles of Association

Power of Attorney

Resolution authorising investment and containing operating instructions

Specimen signatures of authorized signatories. Applications by Indian venture capital funds registered with SEBI Applications made by an existing Venture Capital Fund eligible to invest in accordance with the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, for allotment of the NCDs must be accompanied by certified true copies of

the SEBI registration certificate of such Venture Capital Fund;

a resolution authorising the investment and containing operating instructions; and

specimen signatures of authorised persons. Applications by Alternative Investments Funds Applications made by an Alternative Investments Fund eligible to invest in accordance with the Securities and Exchange Board of India (Alternate Investment Funds) Regulations, 2012, for Allotment of the NCDs must be accompanied by certified true copies of:

the SEBI registration certificate of such Alternative Investment Fund;

a resolution authorising the investment and containing operating instructions; and

specimen signatures of authorised persons. Applications by State Industrial Development Corporations Applications made by state industrial development corporations for Allotment of the NCDs must be accompanied by certified true copies of:

(i) any Act/rules under which the such state industrial development corporation is incorporated and its constitutional documents;


(ii) a resolution of the board of directors of such state industrial development corporation authorising investments; and (iii) specimen signature of authorized persons.

Applications by Trusts In case of Applications made by trusts, settled under the Indian Trusts Act, 1882, as amended, or any other statutory and/or regulatory provision governing the settlement of trusts in India, must submit a:

certified copy of the registered instrument for creation of such trust,

Power of Attorney, if any, in favour of one or more trustees thereof,

such other documents evidencing registration thereof under applicable statutory/regulatory requirements.

As per the CBDT notification dated 20th September, 2012 read as Income -Tax (13th Amendment ) Rules, 2012- Notification No. 40/2012 where by Central Government has inserted a the new clause (viii) in Rule 17C Income-tax Rules, 1962 to provide that “Investment in debt instruments issued by infrastructure finance company registered with Reserve Bank of India is also a prescribed mode of investment or deposits by charitable/religious trust under section 11(5)(xii) of the Income Tax Act, 1961. Applications by Public Financial Institutions, Statutory Corporations, which are authorized to invest in the NCDs The Application must be accompanied by certified true copies of:

Any Act/Rules under which they are incorporated;

Board Resolution authorising investments; and

(iii) Specimen signature of authorized person. Companies, bodies corporate and societies registered under the applicable laws in India The Application must be accompanied by certified true copies of:



Specimen signature of authorized person. Indian Scientific and/or industrial research organizations, which are authorized to invest in the NCDs The Application must be accompanied by certified true copies of:



Specimen signature of authorized person. Partnership firms formed under applicable Indian laws in the name of the partners and Limited Liability Partnerships formed and registered under the provisions of the Limited Liability Partnership Act, 2008 (No. 6 of 2009) The Application must be accompanied by certified true copies of:




Partnership Deed;

Any documents evidencing registration thereof under applicable statutory/regulatory requirements;

Resolution authorizing investment and containing operating instructions (Resolution);

Specimen signature of authorized person. Applications under Power of Attorney or by limited companies, corporate, trust etc. In case of Applications made pursuant to a power of attorney by Category I and Category II Applicants being Institutional and Non Institutional Category Applicants, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum of Association and Articles of Association and/or bye laws must be lodged along with the Application Form, failing this, the Company reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason there for. In case of Investments made pursuant to a power of attorney by Category III Applicants being Individual Category Applicants, a certified copy of the power of attorney must be lodged along with the Application Form. In case of an ASBA Application pursuant to a power of attorney, a certified copy of the power of attorney must be lodged along with the Application Form. Failing this, the Company, in consultation with the Lead Managers and Co-Lead Managers reserves the right to reject such Applications. Brokers having online demat account portals may also provide a facility of submitting the Application Forms (ASBA as well as Non-ASBA Applications) virtually online to their account holders. Under this facility, a broker receives an online instruction through its portal from the Applicant for making an Application on his/ her behalf. Based on such instruction, and a Power of Attorney granted by the Applicant to authorise the broker, the broker makes an Application on behalf of the Applicant. The Company, in its absolute discretion, reserves the right to relax the above condition of attaching the power of attorney along with the Application Form subject to such terms and conditions that the Company and the Lead Managers and the Co-Lead Managers may deem fit. KYC Documents to be submitted by Applicants Opting for NCDs in the Physical Form: a. Self-attested copy of the proof of identification (for individuals); Any of the following documents shall be considered as a verifiable proof of identification: Passport; Voter’s ID; Driving Licence; Government ID Card;


Defence ID Card; Photo PAN Card Photo Ration Card.

b. Self-attested copy of the PAN card; c. Self-attested copy of the proof of residence; Any of the following documents shall be considered as a verifiable proof of residence:

ration card issued by the GoI; valid driving license issued by any transport authority of the Republic of India; electricity bill (not older than three months); landline telephone bill (not older than three months); valid passport issued by the GoI; AADHAR Card / Letter issued by Unique Identification Authority of India (“UIDAI”); voter’s Identity Card issued by the GoI; passbook or latest bank statement issued by a bank operating in India; registered leave and license agreement or registered agreement for sale or rent

agreement or flat maintenance bill; self-attested copy of Registered Office address in case of Applicants under Category I or

CategoryII; or life insurance policy.

d. Self-attested copy of a canceled cheque of the bank account to which the amounts pertaining to payment of refunds, interest, as applicable, should be credited

Q23. Buy Back of NCDs

The Company may, from time to time, consider, subject to applicable statutory and/ or regulatory requirements, buy-back of NCDs, upon such terms and conditions, as may be decided by the Company.

Q24. What is the procedure for Transfer/Transmission of NCD (s)?

The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Companies, 1956 (to the extent applicable)/ Companies Act, 2013, as the case may be and the Company’s Articles of Association will apply, mutatis mutandis (to the extent applicable to debentures) to the NCDs. The NCDs shall be transferred or transmitted freely in accordance with the applicable provisions of the Act. The provisions relating to transfer and transmission and other related matters in respect of our shares contained in the Articles and the Act shall apply, mutatis mutandis (to the extent applicable to debentures) to the NCD(s) as well. In respect of the NCDs held in physical form, a suitable instrument of transfer as may be prescribed by the Issuer may be used for the same. The NCDs held in dematerialised form shall be transferred subject to and in accordance with the rules/procedures as prescribed by NSDL/CDSL and the relevant DPs of




the transfer or transferee and any other applicable laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid to the person, whose name appears in the register of debenture holders maintained by the Depositories. In such cases, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer or Registrar. For NCDs held in electronic form: The normal procedure followed for transfer of securities held in dematerialised form shall be followed for transfer of the NCDs held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. In case the transferee does not have a DP account, the seller can re-materialise the NCDs and thereby convert his dematerialised holding into physical holding. Thereafter the NCDs can be transferred in the manner as stated above. In case the buyer of the NCDs in physical form wants to hold the NCDs in dematerialised form, he can choose to dematerialise the securities through his DP. Restriction on transfer of NCDs There are no restrictions on transfers and transmission of NCDs and on their consolidation/ splitting except as may be required under RBI requirements and as provided in our Articles of Association.

Q25. What is the process on maturity? Does one have to fill a form, etc? Subject to Buy Back of the NCDs, the procedure upon maturity is set out below: NCDs held in physical form: No action would ordinarily be required on the part of the Individual category holder at the time of Maturity of the NCDs and the Maturity Amount(s) would be paid to those Individual category holders whose names stand in the register of NCD Holders maintained by the Company on the Maturity Date fixed for the purpose of payment of Maturity Amount(s). However, our Company may require that the NCD certificate(s), duly discharged by the sole holder/all the joint holders (signed on the reverse of the NCD certificate(s)) be surrendered upon maturity and should be sent by the Individual category holder(s) by Registered Post with acknowledgment due or by hand delivery to our office or to such persons at such addresses as may be notified bythe Companyfrom time to time. Individual category holder (s) may be requested to surrender the NCD certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the Maturity Date so as to facilitate timely payment. The Company may at its discretion pay the Maturity Amount(s) without the requirement of surrendering of the NCD certificates by the holder(s) thereof. In case we decide to do so, the holders of NCDs need not submit the NCD certificates to the Company and the Maturity Amount(s) would be paid to those NCD Holders whose names stand in the register of NCD Holders maintained by the Company on the Maturity Date fixed for the purpose of payment of


Maturity Amounts. In such case, the NCD certificates would be deemed to have been canceled. NCDs held in electronic form:No action is required on the part of NCD Holder(s) at the time of payment of Maturity Amounts.

Disclaimer Disclaimer Clause of Use of NSE Electronic Platform:It is to be distinctly understood that the permission given by NSE to use their

network and Online Platform for facilitating applications for public issue of debt securities shall not in any way be deemed or

construed as compliance with statutory and other requirements by Srei Infrastructure Finance Limited, LMs, Co-LMs, etc. is cleared

or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the

compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of

this Issuer, its promoters, its management or any scheme or project of this Issuer.

Disclaimer Clause of BSE: “ It is to be distinctly understood that the permission given by BSE Limited should not in any way be

deemed or construed that the Prospectus has been cleared or approved by BSE Limited nor does it certify the correctness or

completeness of any of the contents of the Prospectus. The investors are advised to refer to the Prospectus for the full text of the

Disclaimer clause of BSE Limited”

Disclaimer Clause of NSE: “It is to be distinctly understood that the permission given by NSE should not in any way be deemed or

construed that the Offer Document has been cleared or approved by NSE nor does it certify the correctness or completeness of any

of the contents of the Offer Document. The investors are advised to refer to the Offer Document for the full text of the “Disclaimer

Clause of NSE”

Disclaimer of the Issuer: Srei Infrastructure Finance Limited is, subject to market conditions and other considerations, proposing a

public issue of Secured Redeemable Non-Convertible Debentures of face value of Rs 1000/- each (“NCDs”) and has filed a

Prospectus dated December 23, 2013 with the Registrar of Companies, West Bengal, the Securities and Exchange Board of India,

BSE Limited and The National Stock Exchange of India Limited. The Investors are advised to take any decision to invest in the NCDs

pursuant to their examination of the Issuer and on the basis of the disclosures made in the Prospectus. Please see the section

entitled “Risk Factors” beginning on page 13 of the Prospectus for the risks in this regard.

Availability of Prospectus: Full copy of the Prospectus will be available on the websites of the Issuer, Lead Managers, Co-Lead

Managers, SEBI, BSE and NSE at www.srei.com, www.icicisecurities.com, www.akcapindia.com, www.darashaw.com,

www.srei.com, www.karvy.com, www.integratedindia.in, www.rrfinance.com, www.smccapitals.com, www.bajajcapital.com,

www.sebi.gov.in, www.bseindia.com and www.nseindia.com, respectively. Physical copies of the Prospectus can be obtained from

the Company’s Registered and Corporate Office, as well as offices of the members of the Syndicate.

* The Issue shall remain open for subscription from 10 A.M. to 5 P.M. (Indian Standard Time) during the period indicated above,

except that the Issue may close on such earlier date or extended date as may be decided by the Board/ Committee of Directors, as

the case maybe, subject to necessary approvals. In the event of an early closure or extension of the Issue, ourCompany shall ensure

that notice of the same is provided to the prospective investors through advertisements in a leading national daily newspaper on

or before such earlier date of Issue Closure or initial date of Issue closure, as the case may be. Axis Trustee Services Limited has by

its letter dated November 22, 2013 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be

included in this Prospectus and in all the subsequent periodical communications sent to the holders of the Debentures issued

pursuant to this Issue. A copy of the Prospectus shall be filed with the Registrar of Companies, Kolkata, West Bengal (“RoC”)in

terms of section 56 and section 60 of the Act and corresponding provisions of the Companies Act, 2013, to the extent notified and in

force (“Companies Act 2013”), along with the requisite endorsed/certified copies of all requisite documents. For further details

please refer to the section titled “Material Contracts and Documents for Inspection” beginning on page no. 192 of the Prospectus

dated December 23, 2013.

http://www.srei.com/

http://www.icicisecurities.com/

http://www.akcapindia.com/

http://www.darashaw.com/

http://www.srei.com/

http://www.karvy.com/

http://www.integratedindia.in/

http://www.rrfinance.com/

http://www.smccapitals.com/

http://www.bajajcapital.com/

http://www.sebi.gov.in/

http://www.bseindia.com/

http://www.nseindia.com/