The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of the Tranche I Prospectus) which are or may be deemed material have been entered or are to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, may be inspected on working days (Monday to Friday) at the Registered and Corporate Office of our Company situated at ‘Urjanidhi’, 1 Barakhamba Lane, Connaught Place, New Delhi 110001, India between 10 a.m. and 5 p.m. on any working day (Monday to Friday) during which the Tranche I Issue is open for public subscription under this Tranche I Prospectus.
MATERIAL CONTRACTS
1. Memorandum of Understanding dated September 8, 2015 between our Company and the Lead Managers. 2. Agreement dated September 2, 2015 between our Company and the Registrar to the Issue.
3. Debenture Trustee Agreement dated August 28, 2015 executed between our Company and the Debenture Trustee.
4. Escrow Agreement dated September 16, 2015 between our Company, the Registrar, the Escrow Collection Bank(s), and the Lead Managers.
5. Consortium Agreement dated September 19, 2015 between our Company, the Consortium Members and the Lead Managers.
6. Tripartite agreement dated September 4, 2015 among our Company, the Registrar and CDSL. 7. Tripartite agreement dated September 7, 2015 among our Company, the Registrar and NSDL.
MATERIAL DOCUMENTS
1. Memorandum and Articles of Association of our Company, as amended to date. 2. Certificate of Incorporation of our Company dated July 16, 1986.
3. Certificate of Registration as an NBFC from the RBI dated February 10, 1998. 4. Certificate of Registration as an NBFC -ND-IFC from the RBI dated July 28, 2010. 5. Memorandum of Understanding between our Company and MoP dated March 31, 2015.
6. Copy of shareholders resolution dated June 20, 2014, under section 180 (1) (c) of the Companies Act, 2013 on borrowing limits of the Board of Directors of our Company.
7. Copy of the resolution by the Board of Directors dated February 11, 2015, approving the issue of tax- free bonds.
8. Copy of the resolution passed by circulation by the Board of Directors on September 10, 2015 approving the Draft Shelf Prospectus.
9. Copy of the resolution passed by the Board of Directors and/or Committee of Directors at its meeting held on September 22, 2015 approving the Shelf Prospectus and Tranche I Prospectus.
10. Letters dated April 7, 2015 by CRISIL assigning a rating of ‘CRISIL AAA/ Stable’ to the long term borrowing programme of our Company for the Fiscal 2016 and revalidation letter dated June 23, 2015, August 27, 2015 and September 16, 2015.
11. Letter dated April 8, 2015 by ICRA assigning a rating of ‘[ICRA]AAA’ to the long term borrowing programme of our Company (including bonds and long term bank borrowing) for the Fiscal 2016 and revalidation letter dated June 22, 2015, August 31, 2015 and September 17, 2015.
12. Letters dated April 7, 2015 by CARE assigning a rating of ‘CARE AAA’ to the long term borrowing programme of our Company for the Fiscal 2016 and revalidation letter dated June 22, 2015, August 31, 2015 and September 17, 2015.
13. Consents of each of the Directors, our Company Secretary and Compliance Officer, Lead Managers, Members of the Consortium, Legal Counsel to the Company, Bankers to the Issue and Refund Banks, Registrar to the Issue, Bankers to our Company, the Debenture Trustee for the Bonds and the Credit Rating Agencies to include their names in this Tranche I Prospectus, in their respective capacities.
14. Consent of the Auditors, for inclusion of their name and the report on the Accounts in the form and context in which they appear in the Shelf Prospectus and their statement on tax benefits mentioned herein. 15. Auditor’s Report dated August 26, 2015 on the reformatted financial information prepared under Indian
GAAP for the financial years ended March 31, 2011, 2012, 2013, 2014 and 2015.
16. Limited review report dated August 14, 2015 on the unaudited standalone financial results of our Company for the quarter ended June 30, 2015.
17. Statement of tax benefits dated September 7, 2015 issued by our Statutory Auditors. 18. Notification No. 59/2015 dated July 6, 2015 issued by the CBDT.
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20. In-principle listing approval from BSE by its letter no. DCS/SJ/PI-Bond/05/15-16 dated September 18, 2015.
21. Due Diligence Certificate dated September 21, 2015 filed by the Lead Managers with SEBI.
Any of the contracts or documents mentioned above may be amended or modified at any time, without reference to the Bondholders, in the interest of our Company in compliance with applicable laws.
120 DECLARATION
We, the Directors of the Company, hereby certify & declare that all the relevant provisions of the Companies Act, 1956, as amended, relevant provisions of Companies Act, 2013, as amended and rules prescribed thereunder to the extent applicable as on this date, the guidelines issued by the Government of India and the regulations and guidelines and circulars issued by the Reserve Bank of India and the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, including the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended, provisions under the Securities Contracts (Regulation) Act, 1956, as amended and rules thereunder in connection with this Tranche I Issue have been complied with and no statement made in the Tranche I Prospectus is contrary to the relevant provisions of any acts, rules, regulations, guidelines and circulars as applicable to the Tranche I Prospectus.
We further certify that all the disclosures and statements in the Tranche I Prospectus are true, accurate and correct in all material respects and do not omit disclosure of any material fact which may make the statements made therein, in light of circumstances under which they were made, misleading and that the Tranche I Prospectus does not contain any misstatements.
Signed by the Board of Directors of the Company
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Mr. Mukesh Kumar Goel, Chairman and Managing Director; additional charge of Director (Commercial) and Whole Time Director
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Mr. Badri Narayan Sharma, Director (Government Nominee)
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Mr. Radhakrishnan Nagarajan, Director (Finance) and Whole Time Director
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Mr. Anil Kumar Agarwal, Director (Projects) and Whole Time Director
_______________________________________ Mr. J N Prasanna Kumar, Independent Director
_______________________________________ Mr. Vijay Mohan Kaul, Independent Director
___________________________________ Mr. Yogesh Chand Garg, Independent Director Place: New Delhi
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