INSTRUCTIONS to Be Followed by the SCSB ACCEPTING ASBA APPLICATIONS

INSTRUCTIONS to be followed by the "SCSB ACCEPTING ASBA APPLICATIONS” relating to the Shriram City Union Finance Limited – Public Issue of NCDs 1. HIGHLIGHTS OF THE ISSUE

Issuer Company Name Shriram City Union Finance Limited Security Type Secured Redeemable Non=Convertible Debenture (NCDs) Isuue Size 25,00,000 NCDs with an option to retain over-subscription upto 25,00,000 NCDs aggregating to a total of upto 50,00,000 NCDs Issue Price Rs.1000/- per NCD payable along with Application Issue Opens on September 12, 2012 Issue Closes on September 26, 2012 Integrated Enterprises (India) Ltd. Registrar to the Issue 2ND Floor, “Kences Towers” No. 1 Ramakrishna Street North Usman Road, T Nagar Chennai – 600 017 Phone : 044 -28140801-03 Fax : 044 –28142479 Email : [email protected] 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.

2. APPLICATION FORM DETAILS

(i) If using physical Application Form, the form has to be submitted to the Designated Branches of the SCSBs where the ASBA Account is maintained; or

If using electronic Application Form, to the SCSBs, either electronically through internet banking facility, or other electronically enabled mechanism for application and blocking funds, if available

3. ASBA CONTROLLING / COLLECTING BANK'S BRANCHES:

The Particulars of the Branches are provided in the link http://www.sebi.gov.in/pmd/scsb.pdf

 SCSBs are instructed to use their own serial nos. range for their online investor applications.

Application Forms: Stock exchanges have made provision in their web site to download the copy of the application with pre-generated application serial number. Following are the URL details :- http://www.nseindiaipo.com/issueforms/html/index.html https://ibbs.bseindia.com/asbaforms/BidEntryQuick.aspx ------Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803

Under new process, SCSBs are allowed to accept application/s from all categories of investors including QIBs and Non-institutional investors. i.e. Category I and Category II.

4. 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 Category II Category III Category IV Institutional Investors Non Institutional Investors Non Reserved Individual Reserved Individual Investors Investors  Resident Public financial  Companies, bodies  Resident Indian  Resident Indian individuals institutions, statutory corporate and societies, individuals who apply for who apply for NCDs corporations, commercial registered under the NCDs aggregating to a aggregating to a value banks, co-operative banks applicable laws in India, value more than Rs. 5 not more than Rs.5 lacs, and regional rural banks and authorized to invest in lacs, across all Series of across all Series of incorporated in India and the NCDs; NCDs; and NCDs; and authorized to invest in the  Trusts settled under the  Hindu Undivided Families  Hindu Undivided Families NCDs; Indian Trusts Act, 1882, through the Karta who through the Karta who  Indian Provident funds, public/private apply for NCDs apply for NCDs pension funds, charitable/religious trusts aggregating to a value aggregating to a value superannuation funds settled and/or registered in more than Rs.5 lacs), not more than Rs.. 5 and gratuity funds, India under applicable across all Series of NCDs lacs, across all Series of authorized to invest in the laws, which are NCDs; NCDs; authorized to invest in the  Indian venture capital NCDs; funds registered with  Resident Indian scientific SEBI; and/or industrial research  Indian insurance organizations, authorized companies registered with to invest in the NCDs; the IRDA;  Partnership firms formed  National Investment Fund; under applicable laws in and India in the name of the  Indian Mutual Funds partners, authorized to registered with SEBI. 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.

5. Who are not eligible to apply for NCDs? The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: a) Minors without a guardian name; b) Foreign nationals; c) Persons resident outside India; d) Non Resident Indians; e) Qualified Foreign Investors; f) Foreign Venture Capital Investors;

Integrated Enterprises (India) Limited, 2nd Floor, “Kences Towers”, No. 1 Ramakrishna Street, North Usman Road, T Nagar, Chennai – 600 017 – Phone – 044-21840801-803Page 2 of 10

g) Persons ineligible to contract under applicable statutory/regulatory requirements; h) Foreign Institutional Investors; and i) Overseas Corporate Bodies

6. SCRUTINY OF APPLICATION FORMS

Applications should be carefully scrutinized at the time of receipt, with a view to ensure that the forms have been completed in all respects in conformity with the instructions printed on the applications. The following should be checked: in particular

 All applications should be complete in all respects. Application may be single or joint names  Applications should be made by Karta in case of HUFs  Applicant should hold Demat account  Applicant should be a resident of India  Applications are to be completed in English and in Block letters.  Thumb impressions and signatures other than English or any of the languages specified in VIII Schedule of the Constitution of India must be attested by Magistrate or Special Executive Magistrate under his/her official seal  All applicants, and in the case of application in joint names, each of the joint applicants, should mention his/her PAN number allotted under the Income-Tax Act, 1961, irrespective of the amount of the application.  Series should be ticked  Category of investor should be ticked

7. AVAILABILITY OF APPLICATION FORMS

(a) Physical Application Forms will be available with the Designated Branches of the SCSBs and electronic Application Forms will be available on the websites of the SCSBs and the Stock Exchanges at least one day prior to the Issue Opening Date. The Application Forms would be serially numbered. Further, the SCSBs will ensure that the abridged Prospectus is made available on their websites.

(b) The Designated Branches of the SCSBs shall accept ASBA Applications directly from ASBA applicants only during the Issue Period. The SCSB shall not accept any ASBA Applications directly from ASBA Applicants after the closing time of acceptance of Applications on the Issue Closing Date.

8. DETAILS TO BE UPLOADED ON THE STOCK EXCHANGES

For uploading of “application number” in stock exchange system, for applications generated through internet banking, please note that the application number shall be of 16 characters (alphanumeric) where the first three digits shall be the bank code (mandatory), followed by 5 characters branch code (or padded as 0s in case short branch code/no code) and 8 digit random application number (mandatory). The SCSBs shall ensure that the application numbers generated are unique across the bank for a particular issue.

a) Example of application number to be uploaded in SE system: Bank name Bank Branch Application No. (auto Application number uploaded in code code generated) the SE system Axis Bank 211 001 88888888 2110000188888888

b) As regards ASBA application which are printed by the Issuer and have a pre-printed application numbers, the present practice of capturing the said pre-printed application number will continue as it is. c) The following changes form part of ASBA under new process. SCSBs are advised to note the same carefully: i. An applicant can apply multiple options ii. The lien has to be marked for the total value iii. In case of multiple options (i.e. more than one option) by the investor, each of the option will be uploaded in the stock exchange system as different records, with the same application number. iv. For each of the option, stock exchanges will generate a separate “Order Number”. v. For an application with more than one option, investor category, PAN, DP ID, Client ID/ Beneficiary Account Number will remain same. i. Issue specific validations:  Price - Rs.1000 per NCD  Minimum and Maximum NCDs per investor category, as applicable  Minimum NCD per application should be 10 NCDs  Any other specific instructions, like, some investor categories may not be allowed to apply in an issue. Please refer page no..196 of Prospectus d) In order to streamline the process, NSE and BSE have standardized the exchange output file formats to be given to the Registrars/SCSBs. The standardized output file format is enclosed in Annexure I. e) SCSB will be fully responsible for the data uploaded in the stock exchange system. In case the SCSB fails to upload any application data within the time specified, no allotment will be made against such application form, and the SCSB concerned will be solely responsible to redress the grievance, if any, of the investor concerned.

As defined in Prospectus in page 191 Applications shall be accepted only between 10 a.m. and 5 p.m. (Indian Standard Time “IST”) during the Issue Period on all days between Monday and Friday, both inclusive barring public holidays, at the Designated Branches of SCSB. On the Issue Closing Date, Applications shall be accepted only between 10 a.m. and 3 p.m. and shall be uploaded until (i) 5.00 p.m. or such extended time as permitted by the Stock Exchanges.

9. PROCESS FLOW & INSTRUCTIONS a) Applications received by your designated branches should accordingly be uploaded into the web- enabled interface provided by BSE or NSE. b) Your designated branches should ensure that the upload of the application data is done on the very same day the applications are received by them, after ensuring that the amount as mentioned in the application form is blocked in the respective investors account. Please take care in uploading the

data properly with special care being taken at the time of data capturing i.e. the correct DP ID, Client ID, PAN and Category of the Investor. c) Uploading of the data should be done on a daily basis and for applications received on the last day, uploading should be done positively before the closure of the issue d) Your designated branches will be fully responsible for proper uploading of the data and ensuring that the fund is blocked in the respective investors account. Any error in the data uploaded as a consequence of which the application gets rejected; it will be the responsibility of the respective SCSBs. e) The NCD application forms received through the ASBA process will be retained by the respective designated branches at their end. f) After closure of the NCD Issue, for the sake of safety the entire data file uploaded by your designated branches should be sent to the Registrars through email just to ensure they are part of the Issue registered with NSE / BSE. After the Issue closure, the controlling bank, should immediately provide to the Registrar a provisional / final certificate for the total amount blocked with your bank branches pertaining to ASBA applications in the format specified in Annexure II duly signed in original and a scanned copy through email to [email protected]. Please ensure issuance of final certificate strictly as per the format attached. Any deviation will necessitate fresh certificate and will delay the issue process. g) After the basis of allotment is approved with the Stock Exchange, we as Registrars to the issue will be providing to your controlling bank the data file as uploaded by your designated branches in the BSE/NSE website with additional information pertaining to the NCDs allotted, if any, for each of the individual application together with the amount, if any, to be appropriated against the NCDs allotted and the amount, if any, to be unblocked in the respective investors account. h) In case any of the application(s) is/ are rejected, the details will also be provided in the file as per Annexure I in “REMARKS” column to be given by us. i) The amount for the NCDs appropriated should be transferred by you based on the instruction to be given by the Registrars to a separate account, which will be specifically opened with one of the Escrow Bankers appointed by the Company for the issue. Transfer of the funds should be done through RTGS/NEFT the very same day as per instructions which is received at your end and confirm to the Registrars as well as the Lead Managers by e-mail details for which will be provided in the instructions to be received by you for transferring the funds. j) Any one of the following members is authorized to send the Funds Transfer Instructions to Public Issue Account and for unblocking the balance amount for the said IPO. Name Designation Mr.Suresh Babu K Vice President Mr. Ashok Kambli Asst Vice President Mr. K Balasubramanian Chief Manager Mr. S. Sriram Chief Manager

The file format in which the Registrar will be providing the information would be in addition to the file as received from your end including the other details mentioned hereinabove. The file layout is given in Annexure - I attached. k) The persons to be contacted in Integrated Enterprises (India) Ltd, chennai, for any query are:- Contact Person Mobile Nos. Land Line Email ID Mr. K Balasubramanian 919940461718 044-28140801-03 [email protected] Mr.S Sriram 919381004632 044-28140801-03 [email protected] l) For payment of Brokerage/Commission: On receipt of brokerage/commission details from Company, SCSB shall raise the invoice, and forward the original copies to the Company and LM, whose contact details are available in the application form.

10. REPORTING ON THE PROGRESS OF THE ISSUE

A. Role of the SCSB Branches:

The controlling bank of all designated bank, shall give the details of applications collected on daily basis through Email without delay to [email protected] (Registrar to the Issue). However the procedure laid down by SEBI with respect to ASBA has to be followed by the concerned SCSB like, Blocking the funds, uploading the data in SE platform, etc.,

Registrar’s, & SCSB Roles & Responsibilities

Serial Activity Responsibility Due Date No. (Working Day) 1 Uploading the Application Data in Stock Exchanges platform and SCSB During Blocking the Fund the Issue period 2 Registrar shall forward the data in the .CSV format as per the Annexure Registrar T+2 I containing ASBA bids uploaded by SCSBs

3 SCSBs has to confirm about blocking funds and will issue provisional SCSB T+2 certificate for enabling us to file the Initial Post issue report 4 SCSB is required to update the file, received from registrar, with bank SCSB T+3 reference no., account no., amount blocked and remarks against each form. The remarks to be updated are mentioned in annexure II.

5 On completion of the above activity, SCSB need to forward all the forms SCSB T+3 to the registrar with a list (sort of a schedule). The duly updated data should be sent to the registrar by email [email protected] along with final certificate as per the format mentioned in the annexure II. This file needs to be preserved by the SCSB.

6 On receipt of the above file, the registrar shall reconcile the data and Registrar T+4 final certificate. Any deviations shall be reported to SCSB possibly on same day.

7 On completion of basis of allotment approved by the designated stock Registrar T+8 exchange and allotment process, the same data file will be updated and forward to the controlling bank with additional information like NCDs allotted, amount to be transferred to public issue a/c, amount to be unblocked & remarks giving application status as per the Annexure III.

8 On receipt of allotment file from the registrar, SCSB shall transfer the SCSB T+8 amount to the public issue a/c specifically opened with one of the escrow bankers appointed by the company and unblock the funds from the investor's account based on the instructions given by the registrar.

Annexure-I File Format

Description Alpha / Character Remarks Numeric Symbol A/N 10 Mandatory IFSC Code A/N 11 Mandatory Application No. A/N 16 Mandatory DP ID 16 Mandatory for A/N NSDL Client ID / Beneficiary Id A/N 16 Mandatory No. of NCDs Applied N 11 Mandatory Option A 2 Mandatory

Rate / Price N 6.2 999999.99 in case of Cut-off price Total Amount to be N 12 blocked Mandatory PAN No. A/N 10 Mandatory Category Alpha 5 Mandatory Bank Reference Number A/N 16 Bank Account Number A/N 16

Entry Date & Time A/N Date (DD-MM-YYYY) Time (HH:MI:SS) Mandatory Order Number N 16 Mandatory Allotted number of NCDs N 11 Mandatory Amount to be transferred N 12 Mandatory Amount to be refunded N 12 Mandatory Registrar Serial No. N 11 Mandatory Reason of non allotment A 30 Note: The shaded information will be additionally provided by the Registrar to the SCSBs

DPID CLID MODIFIABLE ON T + 1

Annexure-II

{PROVISIONAL / FINAL CERTIFICATE REQUIRED ON LETTER HEAD OF SCSB} September 12, 2012

Opening Date: Closing Date : September 26, 2012

Integrated Enterprises (India) Ltd Registrar to the Issue 2ND Floor, “Kences Towers” No. 1 Ramakrishna Street North Usman Road, T Nagar, Chennai – 600 017

Final Consolidated Summary

This is to certify that for the Public Issue of NCDs of M/s Shriram City Union Finance Ltd _, we have collected following Applications under ASBA process.

Sl Branch Name No of Total No of Rej/Withdrwan Rej/Withdrwan Net Net NCD No Applications NCDs Appns Amount Valid (Amount Received Applied Appn Blocked) 1 2 3 4 5 6 7 TOTAL We also confirm that above amount is held by us under lien and will not be released till receipt of further instructions from the Registrar to the Issue.

for ______(Bank Name)

SIGNATURE Name Designation Date:

ANNEXURE - III FIELD FIELD DESCRIPTION M/NM SIZE REMARKS TYPE REGISTRAR SYMBOL Mandatory A/N 10

BROKER CODE Mandatory A/N 11

APPLICATION NO Mandatory A/N 16 for CDSL this will DP ID Mandatory A/N 16 be blank CLIENT ID Mandatory A/N 16

QUANTITY Mandatory N 11

OPTION Mandatory A 2 999999.99 in case SHALL PRICE Mandatory N 6.2 PROVIDE of Cut-off price THIS DATA AMOUNT TO BE BLOCKED Mandatory N 12.2 AFTER ALLOTMENT PAN Mandatory A/N 10 (T + 12) INVESTOR CATEGORY Mandatory Alpha 5

BANK REFERENCE NO Mandatory A/N 16

BANK ACCOUNT NO Mandatory A/N 16

ENTRY DATE & TIME Mandatory A/N 20

LAST MODIFIED DATE & TIME Mandatory A/N 20

ORDER NO Mandatory N 16

NCDs ALLOTED Mandatory N 9 AMOUNT TO BE TRANSFERRED TO ISSUE Mandatory N 12.2 ALLOTMENT ACCOUNT DETAILS AMOUNT TO BE UNBLOCKED Mandatory N 12.2 Not REMARKS A/N 50 Mandatory

NOTE: THE FILE WILL BE IN .CSV (COMMA SEPARATED VALUES) FORMAT.