Public Issue of Secured Non Convertible

Debentures

July 2014

Disclaimer
This presentation does not constitute an offer or invitation to purchase or subscribe for any securities in
any jurisdiction. No part of it should form the basis of or be relied upon in connection with any investment
decision or any contract or commitment to purchase or subscribe for any securities. This presentation is
confidential and may not be copied or disseminated, in whole or in part, and in any manner.
This presentation contains forward-looking statements based on the currently held beliefs and assumptions
of our management, which are expressed in good faith and in their opinion reasonable. Forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause our actual
results, financial condition or performance or industry results to differ materially from the results, financial
condition or performance expressed or implied by such forward-looking statements. Given these risks,
uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on
these forward-looking statements. We disclaim any obligation to update these forward-looking statements
to reflect future events or developments. This presentation has not been approved and will not be reviewed
or approved by any statutory or regulatory authority in India or by any Stock Exchange in India and may
not comply with all the disclosure requirements prescribed thereof. This presentation may not be all
inclusive and may not contain all of the information that you may consider material.
Shriram Transport Finance Company Limited, (Company), is proposing, a public issue of secured
redeemable non-convertible debentures and has filed a Shelf Prospectus and Tranche I Prospectus with the
Registrar of Companies, Chennai, Tamil Nadu, SEBI, the National Stock Exchange of India Limited, (NSE)
and the BSE Limited (BSE). The Prospectus is available on the website of the NSE, the BSE, the Company
and the websites of the Lead Managers to the Issue, namely www.jmfl.com, www.akcapindia.com,
www.edelweissfin.com, www.icicisecurities.com. Investors are urged to take any decision to invest in the
said debt securities pursuant to and solely on the basis of the disclosures made in the Prospectus. Please
see the section entitled Risk Factors on page 17 of the Shelf Prospectus for the risks in this regard.

Size

Offering
Summary

Base Issue Size of ` 500 Crore with an option to retain oversubscription upto the Shelf Limit of ` 3,000
Crore

Investment options

Eight Options including two monthly option to Individuals applying for allotment in demat mode

Credit Rating

CARE AA+ by CARE, CRISIL AA/Stable by CRISIL and IND AA+ by India Ratings

Subscription period

Issue Opening date: July 2, 2014 - Issue Closing date: July 22, 2014
Issue may be closed on earlier date, at the discretion of the duly authorised committee of Directors
of Company upon achieving subscription of Base Issue size of ` 500 Crore for early closure before
22nd July,2014

Security

First charge to be created on an identified immovable property and specific future receivables of the
Company

Listing

NCDs are proposed to be listed on NSE and BSE

Series I, II, III, IV and V NCDs

Aggregate of Coupon
and Additional Incentive
on any record date for
NCD Holders

Individuals (Retail and HNI): 11.00% p. a. for 3 years, 11.25% p. a. for 5 years and 11.50% p.a. for 7
years with monthly interest payout option available for 5 years and 7 years
Others: 9.85% p. a. for 3 years, 10.00% p. a. for 5 years and 10.15% p.a. for 7 years
Series VI, VII and VIII NCDs

Redemption Amount for

NCD Holders
Effective Yield on any
record date for NCD
Holders

Individuals (Retail and HNI): ` 1,368.02 per NCD for 3 year option, ` 1,704.62 per NCD for 5 year
option & ` 2,143.79 per NCD for 7 year option
Others: ` 1,325.90 per NCD for 3 year option, `1,610.93 per NCD for 5 year option & ` 1,968.44 per
NCD for 7 year option
Individuals (Retail and HNI): 11.00 % p. a. for 3 years, 11.25%p. a. for 5 years, 11.50%p. a. for 7
years
Others: 9.85 % p. a. for 3 years, 10.00%p. a. for 5 years, 10.15%p. a. for 7 years

Lead series
Managers
Debenture
the
Issue ` 1,723.87 and `
VI, VII and and
VIII, Senior
Citizens (only Trustee
First allottee) to
will get
` 1,377.29,

Additional Incentive for

Senior Citizens
Lead Managers

Senior Citizens (only First Allottee) shall be entitled to an additional yield at the rate of 0.25% p.a. For
2,177.70 respectively at end of the tenure.

Debenture Trustee
*subject to applicable tax deducted at source, if any on the Physical Applications

Company
Snapshot

SHRIRAM Group

SHRIRAM conglomerate has strong

presence in:
Financial Services Business:
Commercial Vehicle Financing;
Consumer Finance;
Life and General Insurance;
Stock Broking;
Distribution of Third Party
financial Products

** As of March 31, 2014

Shriram Transport Finance

Company Limited
On of the largest Indian asset
financing NBFC, with total AUM of `
53,834 Crore as of March 31, 2014
Track record of over 35 years
Pan-India presence through
widespread network of 654**
branches
Total employee strength was
18,122**
Registered as a Deposit taking NBFC
with Reserve Bank of India
Strategic presence in pre-owned and
new commercial vehicles (with a
focus on First Time Users (FTUs) and
Small Road Transport Operators
(SRTOs))
Expertise in origination, valuation
and collection
4

Subsidiaries

Shriram Equipment Finance Company

Limited
Shriram Transport
Finance Company
Limited
Pre-owned and new
commercial vehicle and
passenger vehicle
financing

-Wholly owned subsidiary

-Pre-owned and new construction equipment financing
-As on March 31, 2014, it had assets under finance of ` 3,418
Crore

Shriram Automall India Limited

-Wholly owned subsidiary
-Providing facilitation services , Stock-yard services,
refurbishing of commercial vehicles and equipment,
-One-stop shop catering to the various needs of commercial
vehicle and equipment users, banks, NBFCs and other lenders
of commercial vehicles
-As on March 31, 2014, there are 32 operational "Automalls"

Business Strengths
One of the largest
Indian asset financing
NBFC
AUM of ` 53,834 Crore as
of March 31, 2014
Widespread network of
654
branches
across
India as of March 31,
2014
with
a
large
customer base
Strategically
expanded
marketing and customer
origination network by
entering into partnership
and
co-financing
arrangements
with
private
financiers
involved in commercial
vehicle financing

Unique business model

and Extensive
experience & expertise
in credit appraisal
Our
credit
evaluation
techniques, relationship
based
approach,
extensive branch network
and
strong
valuation
skills make our business
model
unique
and
sustainable
Stringent credit policies,
including
limits
on
customer exposure, to
ensure the asset quality
of the loans and the
security provided for such
loans has helped us
maintain relatively low
NPA levels
Expertise in valuing preowned vehicles enables
the
Company
to
accurately determine a
recoverable loan amount

Experienced senior
management team
Board of Directors with
extensive experience in
the automotive and/or
financial services sectors
Senior
and
middle
management personnel
with
significant
experience and in-depth
industry knowledge and
expertise
Most
of
our
senior
management team has
grown with the Company
and have more than 15
years of experience with
the Company

Business Strengths
Access to a range of cost effective
funding sources
Able to borrow from a range of sources at
competitive rates
Relatively stable cost of funds due to our
improved credit ratings, effective treasury
management and innovative fund raising
programs

Strong brand name

Well established "Shriram" brand
Strong presence in Financial Services

Borrowings
Strategic mix of retail
institutional borrowing

and

Access to fixed and floating rate

borrowings due to prompt debt
servicing and strong relationships
with public, private sector and
foreign banks
Also able to mobilize retail fixed
deposits at competitive rates
Also raised subordinated
eligible for Tier II capital

debt

Securitization of loan book at regular

intervals to maintain growth momentum

Board of Directors

Arun Duggal,
Non-Executive
Chairman

Umesh Govind

Revankar,
Managing Director

R Sridhar
Non-Executive
Non Independent
Director

Puneet Bhatia
Non-Executive
Director and NonIndependent

S. M. Bafna
Non-Executive
Independent
Director

Experienced international banker with an experience of

~ 35 years in the banking and finance industry
A member of the Investment Committee of Axis Private
Equity
26 years experience with Bank of America, also the Chief
Executive of Bank of America in India from 1998 to 2001
Started his career with Shriram Group as an Executive
Trainee in the year 1987
Has been with the Shriram group for the last 27 years
and possesses extensive experience in the financial
services industry
Has shouldered various responsibilities and worked in
several key roles of business operations
Over twenty five years of experience in financial services
sector, especially in commercial vehicle financing
Former Managing Director of the Company for twelve
years (2000-2012)
The recipient of Ernst & Youngs entrepreneur of the year
Manager Award 2011 and Business Achiever Award
from Institute of Chartered Accountants of India (ICAI) for
the year 2010-2011
Member of the Corporate Bond and Securitisation
Advisory Committee of SEBI
Member of the Advisory Group on NBFCs constituted by
the Ministry of Finance, Government of India

M. S. Verma
Non-Executive
Independent
Director

Former Member of IAS and held several senior positions

in Ministry of Home Affairs, Ministry of Communications
and Information Technology, Ministry of Information and
Broadcasting and in the Department of Tourism, Culture
and Public Relations, Department of Mines, Mineral
Resources, Revenue and Relief and Rehabilitation of the
Government of Madhya Pradesh

Former Deputy Governor of the Reserve Bank of India

Served as chairman of BRBNM (P) Ltd. and DICGC and
was on the Boards of SEBI, NABARD, Exim Bank

Managing Director and CEO of HDFC Standard Life

Insurance Company
Over 25 years of experience in different capacities with
leading Indian Financial Services Group, Technologies
Service Company and international banks

Lakshminarayana
n Subramanian
Non-Executive
Independent
Director

Kishori Udeshi
Non-Executive
Independent
Director

Managing Director and Country Head -TPG Capital India

Former Chief executive of the Private Equity Group for
GE Capital India

Over 29 years of experience in the automobile industry

Dealer of Tata Motors, Honda, Hyundai and Maruti Udyog
Limited

Amitabh
Chaudhry
Non-Executive
Independent
Director

Gerrit Lodewyk

A career banker with over five decades of experience in

banking and finance
Former Chairman of State Bank of India. Since then has
served as Advisor to RBI, non-executive Chairman IDBI
Bank and Chairman TRAI
Member of governing Board/Council/Committee of
educational
and
research
institutions
of
national/international importance National Council of
Applied Economic Research (NCAER) and Jawaharlal
Nehru University (JNU)
Retiring from directorship from July 9, 2014

CFO of Sanlam Emerging Markets and has 22 years of

experience in the financial services industry
Fellow of the Institute and Faculty of Actuaries in the

Financial Highlights
High Credit Rating While Exhibiting Strong Financial Growth

Cred
it

Consolidated AUM is a sum of individual AUMs in Shriram Transport Finance and Shriram
Equipment Finance

Consolidated Financials

Rat
ing
f
o
r th
CAR
e
E: C
issu
ARE
e
AA+
of u
p
fo
to `
CRI
3,00 r an am
SIL:
0 Cr
o
CR
amo
ore unt
unt ISIL A
A
of u
pto /Stable
Indi
` 3,
aR
000 for an
amo atings
Cro
:
unt
re
upto IND AA
+ fo
` 3,
ra
000
Cro n
re

Financial Highlights
Expertise in origination, valuation and collection
Prudent Credit Norms

Stringent

credit evaluation tools,

limiting
customer
and
vehicle
exposure, and direct interaction with
customers

Strong

Credit
evaluation
and
recovery mechanism, asset-backed
lending model and adequate asset
Efficient
cover Collection
Procedure
Regular
direct
contact
with
customers and other market players,
avoiding intermediaries

The

product
executives
are
responsible for customer origination
and evaluation, loan administration
and monitoring as well as loan
recovery processes which enables
them to develop strong relationships
and capitalize on local knowledge

Net
NP
Ao
f 0.
Gro
84%
ss
NP
Ao
CA
f 3.
Ro
89%
f 23
.37
As
%
on
Ma
rch
(Un
31,
con
201
s ol
ida
4
ted
)

10

Business Strategy
Further expand operations by growing our branch network, penetration into rural
centres and increasing partnership and co-financing arrangements with private
financiers
Continue to develop our Automall business through our wholly-owned subsidiary
Shriram Automall India Limited

Consolidate and expand our construction and equipment finance business

through our wholly-owned subsidiary, Shriram Equipment Finance Company
Limited

Consolidate our product portfolio

Continue to implement advanced processes and systems

11

Issue Structure Common

Terms
Issue
Size

Base Issue Size of ` 500 Crore with an option to retain oversubscription upto the Shelf Limit of ` 3,000 Crore
Details
` 1,000

Face Value and Issue Price

(` per NCD)
Minimum Application

` 10,000/- (10 NCDs) (for all Series of NCDs either taken individually or collectively)

Mode of allotment

All Series of NCDs except for Series IV and Series V NCDs will be allotted in the dematerialized form and/or the
physical form, at the option of the Applicant. Series IV and Series V NCDs will be allotted compulsorily in the
dematerialized form

Trading Lot

One NCD

Rating of NCDs

CARE AA+ by CARE, CRISIL AA/Stable by CRISIL and IND AA+ by India Ratings

Record Date

Date falling 15 days prior to the relevant Interest Payment Date on which the interest is due and payable, or the
Redemption Date under the Tranche-I Prospectus, or as may be prescribed by the relevant Stock Exchange/s. In
case the record date, as defined herein, falls on a public holiday, the record date shall be the previous Working Day
immediately preceding such date.

Deemed Date of Allotment

The Deemed Date of Allotment for the NCDs shall be the date on which the Board of Directors or duly authorized
committee thereof approves the allotment of the NCDs or such date as may be determined by the Board of our
Company and/or a duly authorized committee thereof and notified to the Stock Exchanges.

Stock Exchanges proposed

for listing of the NCDs
Depositories
Mode of Interest Payment

NSE and BSE

NSDL and CDSL
Through various options available

Tax on the coupon interest

to the Resident NCD Holder

Interest received by the NCD Holders would be subject to tax at the normal rates of tax. No tax is deductible at
source on any interest payable on NCDs issued by the Company in dematerialized form and listed on a recognized
stock exchange in India. In case of NCDs held in physical form, tax will not be deducted at source from interest
payable on such NCDs held by the investor (in case of resident Individuals and HUFs), if such interest does not
exceed ` 5,000 in any financial year. If interest exceeds the prescribed limit of ` 5,000 on account of interest on the
NCDs, then the tax will be deducted at applicable rate. However, investors are advised to consider in their own
case the tax implications in respect of subscription to the NCDs after consulting their tax advisor

Tax on the capital gains to

the Resident NCD Holder

Long-term capital gains arising on the transfer of listed NCDs would be subject to tax at the rate of 10% of capital
gains calculated without indexation of the cost of acquisition. Short-term capital gains on the transfer of listed
debentures, where debentures are held for a period of not more than 12 months would be taxed at the normal rates
of tax. However, investors are advised to consider in their own case the tax implications in respect of subscription
to the NCDs after consulting their tax advisor

12

Issue Structure
Details
Issue
Size

Base Issue Size of ` 500 Crore with an option to retain oversubscription upto the Shelf Limit of ` 3,000 Crore

Series

II

III

IV

VI

VII

VIII

36 months

60 months

84 months

60 months

84 months

36 months

60 months

84 months

Interest Payment
Frequency

Annual

Annual

Annual

Monthly**

Monthly**

Not Applicable

Not Applicable

Not Applicable

Coupon (% per
annum)

9.85%

10.00%

10.15%

10.71%##

10.94%##

Not Applicable

Not Applicable

Not Applicable

Nil

Nil

Not Applicable

Not Applicable

Not Applicable

10.71%

10.94%

Not Applicable

Not Applicable

Not Applicable

Tenor

Additional Incentive
on coupon (% per
annum)
Aggregate of Coupon
and Additional
Incentive on
any Record Date (%
per
annum)

Individual
Individual
Others
s
s

Others

Individuals Others

1.15%

Nil

1.25%

Nil

1.35%

Nil

11.00%

9.85%

11.25%

10.00%

11.50%

10.15
%

Redemption Amount Repayment of the Face Value plus any interest at the applicable Coupon that may
for NCD Holders
have accrued at the Redemption Date plus Additional Incentive as may be
applicable for Individual NCD Holders
( ` / NCD)

Effective Yield on any

record date***
(% p. a.)

Individual Other
Individuals
s
s
11.00%

9.85
%

11.25%

Others
10.00%

Interest on Application (% p. a.)

9.00%
Note

Individuals Others Individuals Individuals

11.50%

10.15
%

11.25%

11.50%

Individual
s

Others

Individual
s

Others

Individual
s

Others

`
`
`
`
`
`
1,368.02 1,325.90 1,704.62 1,610.93 2,143.79 1,968.44
per NCD* per NCD* per NCD* per NCD* per NCD* per NCD*
Individual
s

Others

Individual
s

Others

Individual
s

Others

11.00%

9.85%

11.25%

10.00%

11.50%

10.15%

Interest on Refund (% p. a.)

4.00%

* subject to applicable tax deducted at source, if any.

**Monthly option shall be available only to Individuals applying for Allotment of NCDs in demat form only.
*** Senior Citizens (only First Allottees) shall be entitled to an additional yield at the rate of 0.25% per annum
# For series VI, VII and VIII, Senior Citizens (only First Allottee) will be paid an aggregate amount of ` 1,377.29, ` 1,723.87 and ` 2,177.70 per NCD,
respectively, on the Redemption Date.
## For series IV and V, Senior citizens (only First Allottee) will get a coupon of 10.94% per annum and 11.17% per annum respectively payable monthly.

13

Issue Structure
Categories

Categories

Category I

Category II

Category III

Category IV

Institutional Investors

Non Institutional Investors

High Net-worth Individual,

(HNIs)

Retail Individual
Investors

Resident Indian individuals

Companies; bodies corporate and
Resident public financial institutions as
who apply for NCDs
societies registered under the applicable
specified in Section 2 (72) of the Companies
aggregating to a value more
laws in India and authorized to invest in
Act, 2013 authorized to invest in the NCDs;
than ` 5 Lacs, across all
the NCDs;
Series of NCDs
Statutory corporations including State
Industrial Development Corporations,
commercial banks, co-operative banks and
regional rural banks incorporated in India
and authorized to invest in the NCDs;

Educational institutions and associations

of persons and/or bodies established
pursuant to or registered under any
central or state statutory enactment;
which are authorized to invest in the
NCDs;

Indian Provident funds with a minimum

corpus of ` 2,500 lacs, pension funds with a
minimum corpus of ` 2,500 lacs,
superannuation funds and gratuity funds,
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;

Indian alternative investment funds

registered with SEBI and Venture Capital
Funds;

Resident Indian scientific and/or

industrial research organizations,
authorized to invest in the NCDs;

Indian insurance companies registered with

the IRDA;

National Investment Fund set up pursuant

to the resolution F. No. 2/3/2005-DD-II dated
November 23, 2005 by the Government of
India;
Insurance funds set up and managed by the
Indian army, navy or the air force of the
Union of India or by the Department of

Hindu Undivided Families

through the Karta who apply
for NCDs aggregating to a
value more than ` 5 Lacs,
across all Series of NCDs

Resident Indian
individuals who apply for
NCDs aggregating to a
value not more than ` 5
Lacs, across all Series of
NCDs
Hindu Undivided Families
through the Karta who
apply for NCDs
aggregating to a value not
more than ` 5 Lacs, across
all Series of 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

14

Issue Structure
Categories
Applications cannot be made by:
Minors without a guardian name*
Foreign nationals inter-alia including any NRIs who are (i) based in the USA, and/or, (ii) domiciled in the
USA, and/or, (iii) residents/citizens of the USA, and/or, (iv) subject to any taxation laws of the USA
Persons resident outside India
Foreign Institutional Investors
Foreign Portfolio Investors
Qualified Foreign Investors
Overseas Corporate Bodies; and
Persons ineligible to contract under applicable statutory/regulatory requirements

*Applicant shall ensure that guardian is competent to contract under Indian Contract Act, 1872

15

Salient
Features
Allocation, Reservation and Dematerialization
Allocations will be on a First Come First Serve Basis, with reservations as follows:
50% - Retail Individual Portion (Individual and HUFs applying for ` 5 lakhs or less across all series of NCDs)
30% - HNI Portion (Individual and HUFs applying for more than ` 5 lakhs across all series of NCDs)
10% - Non Institutional Portion
10% - Institutional Portion
Inter - Category over -flow in favour of Retail Individual, then HNI, then Non Institutional and then Institutional
An applicant has the option to opt for allotment in dematerialized form and/or the physical form for all Series of NCDs except for
Series IV and Series V NCDs. Series IV and Series V NCDs will be allotted compulsorily in the dematerialized form

Liquidity and Exit Options

Liquidity

Exploring the
Market making
possibilities

Exit Prior to Maturity

One Instrument
for each Series,
which will reduce
the number of
instruments

Secondary Market Exit

Listing on both the exchanges, NSE and BSE to provide tradability

Safety of Investment
NCDs rated CARE AA+ by
CARE, CRISIL AA/Stable
by CRISIL and IND AA+
by India Ratings

IDBI Trusteeship Services

Limited is appointed as
Debenture Trustee to the
Issue

NCDs to be secured by a first

charge on an identified
immovable property and
specified future receivables
of the Company

Creation of Debenture
Redemption Reserve of 25%
of the value of NCDs through
public issue (subject to the
Company generating
adequate profits every year,
until such NCDs are
redeemed)

16

Unique
Features
Individuals (Retail Individual Investors and High Net - worth Individuals (HNIs) who
hold the NCDs on any record date shall be eligible to additional incentive in terms
of interest in case of Series I, II and III NCDs and redemption amount in case of
Series VI, Series VII and Series VIII NCDs respectively
Monthly payment option to provide regular cash flow to investors

Qualifying Investors can apply for the NCDs in physical form and/or dematerialised
form except for Series IV and Series V NCDs which will be allotted compulsorily in
the dematerialized form

Exploring the market making possibilities

Additional Incentive available for Senior Citizens

17

Investment
Rationale
One of the largest Indian asset financing NBFC
Unique Business Model and Consistent Track Record

Good Credit Rating and Strong Financials

Low levels of NPAs Net NPA of 0.84% as on March 31, 2014

Experienced Management Team

Attractive returns Individuals to get additional benefits

Retail Individual Investors and High Net - worth Individuals (HNIs) to get the
same benefits
Listing on NSE & BSE to provide liquidity and exit options

Qualifying Investors can apply for the NCDs in physical form except for series IV
and series V under monthly option
18

Lead Managers & Other

Intermediaries
Lead Managers
JM Financial Institutional Securities Limited
A. K. Capital Services Limited
Edelweiss Financial Services Limited
ICICI Securities Limited
Registrar
Integrated Enterprises (India) Limited
Debenture Trustee
IDBI Trusteeship Services Limited
Stock Exchange
National Stock Exchange of India Limited
BSE Limited
19

Lead Brokers
A. K. Stockmart Private Limited
Axis Capital Limited
Edelweiss Broking Limited
HDFC Securities Limited
India Infoline Limited

Lead Brokers

ICICI Securities Limited

Integrated Enterprises (India) Limited
Just Trade Securities Limited
JM Financial Services Limited
Karvy Stock Broking Limited
Kotak Securities Limited
RR Equity Brokers Private Limited
SMC Global Securities Limited
SHCIL Services Limited
Tipsons Stock Brokers Private Limited
Trust Financial Consultancy Services Private Limited
20

Thank You