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| Terms of the Bond
Earn 13.42% p.a.* (Option 111)
Choose any of the following options:
Subject to TDS as per the then prevailing tax laws. Regular Income Bond
Invest Rs. 5,000/- per Bond for 5 years Earn @ 12.75% per annum Choose any of the following options:
A minimum application of six Bonds for Option I and two Bonds each for Option 11 or Option III and in multiples of one bond (@ Rs. 5,000/-). * Subject to TDS as per the then prevailing tax laws. Money Multiplier Bond and Regular Income Bond - Preference in allotment, up to 70 per cent of the net public offer, for applications for a total of 50 or less than 50 Bonds (not including Tax Saving Bond) by individuals. 0 Money Multiplier Bond and Regular Income Bond - Preference in allotment up to 20 per cent of the net public offer for application by Trusts.
Tax benefits under Section 88 Invest Rs. 5,000/- Avail tax benefits under any of the following options:
Subject to TDS as per the then prevailing tax laws. Percentage of Capital Gains in amount invested. 0 ICICI Bank will make reasonable efforts to provide full allotment for Tax Saving Bonds in consultation with SEBI. III. Terms of
the Present Issue
ICICI Bank is offering for public subscription two simultaneous (but not linked) Public Issues of Unsecured Redeemable Bonds in the nature of Debentures: Money Multiplier Bond and Regular Income Bond together aggregating Rs. 250 crore with a right to retain oversubscription up to Rs. 250 crore AND Tax Saving Bond aggregating Rs. 50 crore with a right to retain. oversubscription up to Rs. 50 crore. The Bonds being offered are subject to the provisions of the Act, the Memorandum and Articles, the terms of this Prospectus, Application Form and other terms and conditions as may be incorporated in the Trustee Agreement, Letter of Allotment and Bond Certificates. Over and above such terms and conditions, the Bonds shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by SEBI/the Government of India/RBI and/or other authorities and other documents that may be executed in respect of the Bonds. Nature of Bonds ICICI Bank is offering for subscription for cash the following three types of Bonds in the nature of Debentures: * Money Multiplier Bond Regular Income Bond Tax Saving Bond Out of the above Bonds, Options 11 to VI of the Money Multiplier Bond (i.e., except Option 1), Option I of the Regular Income Bond and all options of the Tax Saving Bond will constitute direct, unsecured and subordinated obligations of the Company (See also Status on page 10). 1. Money Multiplier Bond (In The Nature Of Deep Discount Bond) Each Money Multiplier Bond
in the nature of Deep Discount Bond will have different Face Values
under each option and will be issued at a discounted Issue Price of
Rs. 3,000/- each. Minimum Application: 1 Bond The investors can choose
any of the following six options (as per the Table below) in respect
of the Money Multiplier Bond:
* Subject to tax deduction at source. See also Common Features, Terms and Conditions of the Bonds. Face Value : Rs. 5,000/- Redemption At Face Value, i.e., Rs. 5,000/- at the end of five years from the Deemed Date of Allotment, i.e., on January 21, 2003 Minimum Application 6 Bonds
under Option I and 2 Bonds each under Option 11 or Option III and
in multiples of one Bond thereafter.
Option I: (Monthly Interest) Interest: 12.00 % p.a. payable monthly. Annualised YTM: 12.68%. Option II: (Half-yearly Interest) Interest: 12.25% p.a. payable half-yearly. Annualised YTM: 12.63%. Option III: (Annual Interest) Interest: 12.75% p.a. payable annually. Annualized YTM: 12.75%.
Payment of Interest
Option I (Monthly Interest) Interest will be paid monthly on the last day of each month. For the convenience of the investors, ICICI Bank will send every year in the month of April, a set of 12 post-dated cheques dated last day of the relevant month towards the payment of interest for each month in arrears, subject to the finalization of taxation rates for the year by the Finance Act/Bill. In case TDS rates for the year undergo a change after sending the post-dated cheques, the Corporation reserves the right to recover the differential TDS amount, if any, from the investors. Payment of interest for the first month from the Deemed Date of Allotment and the last month before redemption shall be made on pro-rata basis. The interest payment for the period from the Deemed Date of Allotment till the last date of the month succeeding the Deemed Date of Allotment will be paid along with the interest due for such succeeding month. The first set of post-dated cheques towards the interest from the Deemed Date of Allotment till March 31, 1998 will be sent with the Bond Certificate(s). Option II (Half-yearly Interest) Interest will be paid at the end of each half year of each financial year, i.e., on March 31 and on September 30 each year. The first interest payment will be made on March 31, 1998 for the period commencing from the Deemed Date of Allotment and the last interest payment will be made at the time of Redemption of the Bond on a pro-rata basis. Option III (Annual Interest) Interest will be paid at the end of each financial year, i.e., on March 31 each year. The first interest payment will be made on March 31, 1998 for the period commencing from the Deemed Date of Allotment and the last interest payment will be made at the time of Redemption of the Bond on a pro-rata basis. See also Common Features, Terms and Conditions of the Bonds. Investors can avail rebate under Section 88 of the Income-tax Act, 1961 by investing in Bonds issued by a public financial institution for the purpose of deploying these funds towards infrastructure projects. The Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India vide its notification nos. 10278 and 10279 dated March 4, 1997 has declared the Bonds issued by ICICI Bank as specified assets for the purposes of Section 54EA and 54EB of the Income-tax Act, 1961 and vide its notification No. F.No.178/94/97-ITA-1 dated September 2, 1997 has declared the Tax Saving Bond Option I as eligible security for the purposes of Section 88 of the Income-tax Act, 1961. Investors desirous of availing rebate under Section 88 or for availing benefits under Sections 54EA or 54EB of the Income-tax Act, 1961 from payment of capital gains can invest in the relevant option of this Bond. The investor can choose any of the following Options in respect of subscription for Tax Saving Bond.
Percentage of Capital Gains in amount invested. Subject to TDS as per the then prevailing tax laws. Note: Investors are requested to please note the following: (i) Investors applying for Option I will be able to avail rebate only under Section 88 and not under Section 54EA/54EB in respect of the amount subscribed to. (ii) Investors applying for Option 11 will be able to avail benefit only under Section 54EA and not under Section 88/54EB in respect of the amount subscribed to. (iii) Investors applying for Option III will be able to avail benefit only under Section 54EB and not under Section 88/54EA in respect of the amount subscribed to.
Payment of Interest
Interest will be paid on March 31 each year. The first interest payment will be made on March 31, 1998 for the period commencing from the Deemed Date of Allotment and the last interest payment for the remaining period will be made on a pro-rata basis at the time of Redemption of the Bond. In case the cheque payable at par facility is not available, ICICI Bank reserves the right to adopt any other suitable mode of payment.
Taxation This Bond is eligible security for the purpose of Sections 88, 54EA & 54EB of the Income-tax Act, 1961 in accordance with the option opted for. Any long-term capital gains arising in the hands of the investor from the sale of a capital asset and invested within a period of six months from it having arisen in such approved instruments shall be eligible for an exemption from payment of Capital Gains Tax to the extent specified under the relevant section. Subscription to Option I would entitle an individual to a rebate from income tax @ 20 per cent (@ 25% in case of authors, playwrights, artists, musicians, actors or sportsmen) of the aggregate of the sums paid or deposited up to Rs.70,000 in a financial year by the taxpayer out of his income chargeable to tax as prescribed in subsection 2 of Section 88 of the Income Tax Act, 1961. To avail of the benefit under Section 88, such investment needs to be locked in for a period of three years. To avail benefit under Section 54EA, the investor is required to invest the net sales realization in the approved securities which needs to be locked in for three years. To avail benefit under Section 54EB, the investor is required to invest the capital gains arising in the approved . security and such investment needs to be locked in for seven years. Any investor claiming benefit under Sections 54EA and 54EB of the Income-Tax Act, 1961 is not permitted to pledge these Bonds as eligible security for any loan taken by him/h6r during three/ seven years from the Deemed Date of Allotment for Section 54EA and Section 54EB, respectively. In case the investor pledges these Bonds for any loan taken, he/she will be required to pay the Capital Gains Tax as per the provisions of the said section. The CBDT has clarified that for the purposes of Sections 54EA and 54EB, investors would be allowed to obtain benefit under these sections if the application is made within the stipulated time limit of 6 months to the extent of allotment made.
See also “Common Features, Terms and Conditions of the Bonds”.
Common Features, Terms And Conditions Of The Bonds Interest on Application Money @ 5.00 per cent p.a. from the date of deposit of Application Form with the Bankers to the Issue Interest on application money will be paid to all the allottees, who have paid the application money by way of cheque/cash/demand draft on the amount allotted at the rate of 5.00 per cent p.a. Such interest will be paid for the period commencing from the date of lodgement of the Application Form at the bank branches listed in the Application Form till a day prior to the Deemed Date of Allotment. The date of receipt of Application Form as given by the bank branch will be considered as final. In case of applications by minors, the interest warrants for interest on application money will be issued in the name of the applicant along with the name of the guardian. However, there will be no mention of the bank account number. An investor should not deduct the interest on application money receivable by him from the amount payable on application. The interest warrants will be despatched along with the Letter of Allotment/Bond Certificates, at the sole risk of the applicant, to the sole/first applicant as mentioned in the Application Form. Investors applying through stockinvest will not be entitled to any interest on application money. No interest on application money will be paid on the amount refunded. In case the cheque payable at par facility is not available, ICICI Bank reserves the right to adopt any other suitable mode of payment. Deemed Date of Allotment The Deemed Date of Allotment for the Issue has been fixed as January 22, 1998. All benefits relating to the Bonds will be available to the investors from the Deemed Date of Allotment. The actual allotment may occur on a date other than the Deemed Date of Allotment. Market Lot The market lot will be one Bond. Terms of Payment Minimum
Tax Saving Bond
Applications should be for a minimum of one Bond and in multiples of one Bond thereafter except in case of Regular Income Bond wherein the application should be for a minimum of six Bonds for Option I and two Bonds each for Option 11 or Option III and in multiples of one Bond thereafter. Applicants should apply for any or all types of Bonds (any/all options) using the same Application Form. The maximum application under Issue of Money Multiplier Bond/Regular Income Bond and Tax Saving Bond can be that of their respective Issue size. Payment of Interest on Regular Income Bond and Tax Saving Bond Payment of interest on Regular Income Bond and Tax Saving Bond will be made to those Bondholders whose name appears in the register of Bondholders (or to first holder in case of joint-holders) as on record date/book closure to be fixed by the Company for this purpose from time to time. Buyers of the Bonds are advised to send the Bond Certificate(s) to the Company/Registrar or to such persons as may be notified by the Company from time to time, along with a duly executed transfer deed for registration of the Bond(s). Otherwise interest will be paid to the seller and not to the buyer. In such cases, claims in respect of interest, if any, shall be settled inter se amongst the parties and not against the Company. In case of Regular Income Bond Option 1, the buyers of the Bond shall have to send Bond Certificate(s) together with duly executed transfer deeds and unencashed post-dated cheques (if any) to be transferred in his/her name. Otherwise interest will be paid to the seller and not the buyer. In such cases, claims in respect of interest, if any, shall be settled inter se amongst the parties and not against the Company. Wherever signature(s) of the seller in the transfer deed is/are not in accordance with the specimen signatures of the seller available in the records of the Company, all interest on such Bonds will be kept in abeyance by the Company till such time as the Company is satisfied as to its veracity. In case of sale by or to companies, bodies corporate, societies registered under the applicable laws in India, Trusts, Provident Funds, Superannuation Funds, Gratuity Funds, Scientific and/or Industrial Research Organizations, Commercial Banks, Cooperative Banks, Regional Rural Banks, NRIs, OCBs and Flls, certified true copy of the Power of Attorney or such other authority as may be acceptable to the Company must be lodged separately at the office of the Registrars/the Company at the time of registration of Bonds. In case the cheque payable at par facility is not available, ICICI Bank reserves the right to adopt any other suitable mode of payment. The Company intends to offer the facility of Electronic Clearing Service (ECS) to help small investors in the four metros, Mumbai/ Calcutta/ Chennai/ New Delhi whose interest income is less than Rs. 50,000/- per instrument. Refer to the para on Electronic Clearing Facility for Payment of Interest appearing on this page. Payment of Interest Subject to Deduction of Tax at Source The interest paid on application
money, refund (in case of delay beyond 30 days from closure of the subscription
list), Regular Income Bond and Tax Saving Bond will be subject to deduction
of tax at source at the rates prevailing from time to time under the
provisions of the Income-tax Act, 1961 or any statutory modification
or re-enactment thereof. An investor who is entitled in accordance with
the prevailing income-tax laws to exemption from deduction of tax at
source in respect of such interest income should submit the following
along with a xerox copy of the Application Form to the office of the
Registrars to the Issue mentioned elsewhere in this Prospectus: Tax Treatment of Money Multiplier Bond (in the nature of Deep Discount Bond) As regards the difference between the Issue Price and Face Value of the Money Multiplier Bond in the nature of Deep Discount Bonds, the Central Board of Direct Taxes vide its clarifications dated March 12, 1996 and May 23, 1996 on similar issues of other Companies, has expressed the view that this will be treated as interest income assessable under the Income-tax Act, 1961. On transfer of Bonds before maturity, the difference between the sale consideration and the Issue Price will be treated as capital gains/loss it the assessee has purchased them by way of investment. However, in the case of an assessee who deals in purchase and sale of Bonds, securities etc., the profit or loss shall be treated as trading profit or loss. The difference between the Issue Price and the Face Value will be treated as interest income assessable under the Income-tax Act, 1961, and, therefore, tax will have to be deducted at source under the relevant provision of the Income-tax Act, 1961. See also Tax Benefits on page 15. Electronic Clearing Service for Payment of Interest Reserve Bank of India has introduced the concept of Electronic Clearing Service (ECS) through the clearing-house to obviate the need for issuing and handling paper instruments and thereby facilitate improved customer service. This has been introduced to help small investors in the four metros, Mumbai/ Calcutta/ Chennai/ New Delhi whose interest income is less than Rs. 50,000/- vide a single instrument. As per the guidelines issued by RBI in this regard, the investor is required to give his mandate for ECS with all the details as per the format given. This will help the Company to credit the interest amount to the investor's account with the concerned bank at the earliest. The investors will also have the convenience of direct credit to their bank account without the need to receive interest warrants by post and deposit the same in their bank accounts. The bank branch will credit the investor's account and indicate the credit entry with ECS in the passbook/statement of account. Subsequent to despatch of the Bond Certificate(s)/Letter of Allotment, the Company/Registrars will send to the investor a form to be duly filled up by those investors desiring to avail the facility of ECS. Investors who have not opted for ECS will be sent interest warrants by post. Printing of Bank Particulars on Interest Warrants As a matter of precaution against possible fraudulent encashment of interest warrants due to loss or misplacement, investors are advised to give particulars of their bank account viz., (a) name of the bank and branch, (b) type of account (savings/current); and (c) account number in the appropriate column in the Application Form. These bank account particulars will be printed on the interest warrants which can then be deposited only in the account specified. Investors may note that this facility is optional. If the investor does not opt for the facility, the interest warrants will be issued with only the name of the first/sole holder. Status The Money Multiplier Bond Option I and the Regular Income Bond Option 11 & III will constitute direct, unsubordinated and unsecured obligations of the Company and shall rank pari passu inter se and (subject to any obligations preferred by mandatory provisions of the law prevailing from time to time) shall also, as regards amount invested and any benefits payable thereon by the Company out of its own funds, rank pari passu with all other existing direct, unsubordinated and unsecured borrowings of the Company. The Money Multiplier Bond Options 11 to VI, Regular Income Bond Option I and Tax Saving Bond (all Options) would constitute direct, unsecured and subordinated obligations of the Company and will be subordinated and postponed to the payments in respect of all prior obligations of the Company whether for principal, interest, return or otherwise, except that they will rank pari passu amongst themselves and with all other existing and future subordinated obligations of the Company. Market-making ICICI Bank may consider making arrangements for market-making of the Bonds in order to provide liquidity to the small investors. Such market-makers would provide two-way quotes for the Bonds on one or more exchanges where the Bonds are proposed to be listed. ICICI Bank reserves the right to review/modify/discontinue the same at anytime and in any manner that it may consider necessary. Depository Arrangement ICICI Bank may consider making depository arrangements with National Securities Depository Limited (NSDL) for the Bonds. In the event any such arrangement materialises, investors will have the option to hold the security in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time to time). The terms and conditions of operation under the depository arrangement will be notified to the Bondholder(s) by the Company, by publishing a notice in one English and one regional language daily newspaper in Mumbai, Chennai, Delhi and Calcutta, and/or, will be sent by ordinary post to the Registered Holders of the Bond(s). The Company or the Lead Manager however will not be liable in any manner whatsoever, in case any such arrangement does not materialise due to any reason. Form and Denomination The Bond Certificate(s) will be issued in denominations of One Bond (Market Lot). The applicant can also request for issue of single certificate for the aggregate amount (Consolidated Certificate) for each type of Bond to be allotted to him. In case an applicant does not specify the denomination of the certificates required by him, Bond Certificate(s) will be issued in Market Lots for each type of Bond allotted to him. In respect of Consolidated Certificates, the Company, will, only upon receipt of a request from the Bondholder, split such Consolidated Certificates into smaller denominations subject to the minimum face value of the Bond. No fees would be charged for splitting of Bond Certificates in Market Lots, but stamp duty payable, if any, would be borne by the lnvestor(s). The charge for splitting into other than Market Lot, will be borne by the Bondholder subject to the maximum amount agreed upon by the Company with the Stock Exchanges where the Bonds are proposed to be listed. The request for splitting should be accompanied by the original Bond Certificate which would be treated as cancelled by the Company. Procedure for Redemption by Bondholders The Bond Certificate(s), duly discharged by the sole/all the joint-holders (signed on the reverse of the Bond Certificate(s)) to be surrendered for redemption on maturity should be sent by the Bondholder(s) by Registered Post with Acknowledgement Due or by hand delivery to the office of the Company/Registrars or to such persons at such addresses as may be notified by the Company from time to time. Bondholder(s) are requested to surrender the Bond Certificate(s) in the manner as stated above, not more than three months and not less than one month prior to the Redemption Date so as to facilitate timely payment. Payment on Redemption Despatch in respect of payment on redemption of the Bonds will be made by way of cheque/pay order, etc., only on the surrender of Bond Certificate(s), duly discharged by the sole/all the joint-holders (signed on the reverse of the Bond Certificate(s)). Despatch of cheques/pay order etc. in respect of such payment will be made within a period of 30 days from the date of receipt of the duly discharged Bond Certificate or Date of Redemption, whichever is later. In case the cheque payable at par facility is not available, ICICI Bank reserves the right to adopt any other suitable mode of payment. The Company's liability to Bondholder(s) towards his/their rights including for payment or otherwise shall stand extinguished from the date of redemption in all events and on the Company despatching the redemption amounts to the Bondholder(s). Further, the Company will not be liable to pay any interest, income or compensation of any kind from the Date of Redemption of the Bond(s). Purchase The Company may, at its discretion, at any time purchase Bonds at discount, at par or at premium in the open market or through market making or otherwise. Such Bonds may, at the option of the Company, be cancelled, held or resold at such price and on such terms and conditions as the Company may deem fit and as permitted by law. Right to Reissue Bond(s) Where the Company has redeemed or repurchased any Bond(s), the Company shall have and shall be deemed always to have had the right to keep such Bonds alive for the purpose of reissue and in exercising such right, the Company shall have and deemed always to have had the power to reissue such Bonds either by reissuing the same Bonds or by issuing other Bonds in their place. This includes the right to reissue original Bonds. Transfer/Transmission of Bond(s) The Bond(s) shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as applicable to the existing Equity Shares of the Company. The provisions relating to transfer and transmission and other related matters in respect of shares of the Company contained in the Articles and the Act shall apply mutatis mutandis to the Bond(s) as well. In case of Regular Income Bond Option 1, the buyers of the Bond shall have to send Bond Certificate(s) together with duly executed transfer deeds and unencashed post-dated cheques (if any) to be transferred in his/her name. No permission of RBI is required to be obtained for sale of Bond(s) from one NRI/OCB to another NRI/OCB by virtue of the amendment made to Section 19(5) of FERA 1973 in January 1993. The NRI/ OCB buyer, however, requires permission under Section 29(l)(b) of FERA 1973 for purchase of the Bonds. Joint-holders Where two or more persons are holders of any Bonds, they shall be deemed to hold the same as joint tenants with benefits of survivorship subject to other provisions contained in the Articles. Nomination The sole Bondholder or first Bondholder, along with other joint Bondholders may nominate any one person to whom in the event of death of the sole holder or all the joint-holders, as the case may be, the amount of the Bond may be paid. A nomination shall stand rescinded upon sale of a Bond by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When the Bond is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the Registered Office of the Company/Registrar. Succession Where a nomination has not been made or the nominee predeceases the Bondholder(s) the provisions of this paragraph will apply. In the event of the demise of the sole holder of the Bond, or the last survivor in case of joint-holders, the Company will recognize the executor or administrator of the deceased Bondholder, or the holder of the Succession Certificate or other legal representative as having title to the Bond(s). The Company shall not be bound to recognize such executor, administrator or holder of the Succession Certificate or legal representative unless such executor or administrator obtains Probate or Letter of Administration or is a holder of the Succession Certificate or other legal representation, as the case may be, from an appropriate court in India. The Directors in their absolute discretion, may in any case, dispense with production of Probate or Letter of Administration or Succession Certificate or other legal representation. Where on the demise of a sole or last of the survivors of the joint-holders, who is a resident, an NRI becomes entitled to the Bond, the following steps will have to be complied with: (i) Documentary evidence should be submitted to the Legacy Cell of the RBI to the effect that the Band was acquired by the NRI as part of the Legacy left by the deceased holder. (ii) Proof that the NRI is an Indian national or is of Indian origin. Such holding by the NRI will be on a non-repatriable basis. Where on the demise of a sole or last of the survivors of the joint-holders, who is a non-resident, another NRI becomes entitled to the Bond, the steps as stated earlier will have to be complied with. The holding of the inheriting NRI would be on the same basis as held by the NRI from whom the Bond(s) are inherited.
Notices All notices to the Bondholder(s) required to be given by the Company or the Trustees shall be published in one English and one regional language daily newspaper in Mumbai, Chennai, Delhi and Calcutta, and/or, will be sent by ordinary post to the Registered Holders of the Bond(s) from time to time. Issue of Duplicate Bond Certificate(s) If any Bond Certificate(s) is/are mutilated or defaced or the cages for recording transfers of Bonds are fully utilized, the same may be replaced by the Company against the surrender of such Certificate(s). Provided, where the Bond Certificate(s) are mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any Bond Certificate is destroyed, stolen or lost, then upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity/security and/or documents as the Company may deem adequate, duplicate Bond Certificate(s) shall be issued.
Trustees for the Bondholders The Company has appointed Bank of Maharashtra, Lokmangal, 1501, Shivaji Nagar, Pune 411 005, to act as Trustees for the Bondholders (Trustees). The Company and the Trustees will enter into a Trustee Agreement, inter alia, specifying the powers, authorities and obligations of the Trustees and the Company. The Bondholder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Trustees may in their absolute discretion deem necessary or require to be done in the interest of the Bondholder(s). Any payment made by the Company to the Trustees on behalf of the Bondholder(s) shall discharge the Company pro tanto to the Bondholder(s). The Trustees will protect the interest of the Bondholders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Company. The major events of default which will necessitate repayment before stated maturity are as follows: (i) Default in payment of monies due in respect of interest owing upon the Bonds; (ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees. No Bondholder shall be entitled to proceed directly against the Company unless the Trustees, having become so bound to proceed, fail to do so. Future Borrowings The Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also issue Debentures/ Bonds/other securities in any manner having such ranking in priority, pari passu or otherwise and change the capital structure including the issue of shares of any class, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Bondholders or the Trustees in this connection. Bondholder not a Shareholder The Bondholders will not be entitled to any of the rights and privileges available to the Shareholders.
Rights of Bondholders 1. The Bonds shall not, except as provided in the Act, confer upon the holders thereof any rights or privileges available to the Members of the Company including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Company. However, if any resolution affecting the rights attached to the Bonds is to be placed before the Shareholders, the said resolution will first be placed before the concerned registered Bondholders for their consideration. In terms of Section 219(2) of the Act, holders of Bonds shall be entitled to a copy of the Balance Sheet on a specific request made to the Company. 2. The rights, privileges and conditions attached to the Bonds may be varied, modified and/or abrogated with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Bonds or with the sanction of Special Resolution passed at a meeting of the concerned Bondholders, provided that nothing in such consent or resolution shall be operative against the Company, where such consent or resolution modifies or varies the terms and conditions governing the Bonds, if the same are not acceptable to the Company. 3.The registered Bondholder or in case of joint-holders, the one whose name stands first in the Register of Bondholders shall be entitled to vote in respect of such Bonds, either in person or by proxy, at any meeting of the concerned Bondholders and every such holder shall be entitled to one vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of Bonds held by him/her on every resolution placed before such meeting of the Bondholders. The quorum for such meetings shall be at least five Bondholders present in person. 4.The Bonds are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles, the terms of this Prospectus and Application Form. Over and above such terms and conditions, the Bonds shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Bond Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Bonds. 5.Save as otherwise provided in this Prospectus, the provisions contained in Annexure C and/or Annexure D to the Companies (Central Government's) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Bondholders, in relation to matters not otherwise provided for in terms of the Issue of the Bonds. 6.A register of Bondholders will be maintained in accordance with Section 152 of the Act and all interest and principal sums becoming due and payable in respect of the Bonds will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Bondholders. 7.The Bondholders will be entitled to their Bonds free from equities and/or cross claims by the Company against the original or any intermediate holders thereof. Procedure for Application Availability of Prospectus and Application Forms Application Forms with copies of the Prospectus may be obtained from the Registered Office and the Zonal/Branch/Development Offices of the Company, from the Lead Managers, Joint Lead Managers, Advisor to the Issue, Co-Managers, Chief Marketing Agent and Bankers to the Issue stated in this Prospectus, as well as from the collection branches of these Banks listed in the Application Form. Who can Apply The following categories of persons are eligible to apply in the Issue:
How to Apply General Instructions 1. Applications for the Bonds must be made in the prescribed form as mentioned below: (I) Resident Indians/NRIs/OCBs printed on white on non-repatriable basis background form (ii) NRIs/OCBs/FIIs Printed on pink on repatriable basis backgroundform 2. The forms should be completed in block letters in English as per the instructions contained herein and in the Application Form and are liable to be rejected if not so completed. 3. Applications should be in single or joint names (not more than three). 4. Applications should be for a minimum of one Bond and in multiples of one Bond thereafter, except in case of Regular Income Bond wherein the application should be for a minimum of six Bonds for Option I and two Bonds each for Option 11 or Option III and in multiples of one Bond thereafter. In case of Money Multiplier Bond and Regular Income Bond, the investor can apply for a maximum amount of Rs.235 crore. In case of Tax Saving Bond, the investors can apply for a maximum amount of Rs. 50 crore. 5. Thumb impressions and signatures other than in English/Hindi/ Gujarati/Marathi or any of the other languages specified in the 8th Schedule of the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his/her official seal. 6. Applicant's Bank Account Details: The name of the applicant's bank, type of account and account number must be filled in the Application Form. This is required for the applicant's own safety and these details will be printed on the refund orders, it any. Applications without these details are liable to be rejected. 7. Applications under Power of Attorney: In the case of applications made under Power of Attorney or by limited companies, corporate bodies, trusts etc., a certified copy of the Power of Attorney or the relevant authority, as the case may be, must be lodged separately, along with a photocopy of the Application Form, at the office of the Registrars to the Issue simultaneously with the submission of the Application Form, indicating the name of the applicant along with the address, application serial number, date of submission of the Application Form, name of the bank and branch where it was deposited, cheque/draft number and bank and branch on which the cheque/draft was drawn. 8. PAN/GIR Number Where application(s) is/are for a total value of Rs. 50,000 or more, the applicant or in the case of an application in joint names, each of the applicants, should mention his/her Permanent Account Number (PAN) allotted under the Incometax Act, 1961 or where the same has not been allotted, the GIR No. and the Income tax Circle/Ward/District. In case neither the PAN nor the GI R Number has been allotted or the applicant is not assessed to income tax, the applicant shall mention 'Not Allotted' in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. 9. Joint Applications in the case of Individuals Applications may be made in single or joint names (not more than three). In the case of joint application, 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 at the address mentioned therein. 10. Multiple Applications An applicant should submit only one application (and not more than one) for the total number of Bonds required. Two or more applications in same names will be deemed to be multiple applications if the sole/first applicant is one and the same. In case of a mutual fund, a separate application can be made in respect of each scheme of the mutual fund and such applications will not be treated as multiple applications provided that the applications made clearly indicate the name of each scheme under which the application has been made. ICICI Bank reserves the right to reject, in its absolute discretion, all or any multiple applications. 11. A separate cheque/draft/stockinvest must accompany each Application Form. 12. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. 13. Interest on application money will be paid separately by ICICI Bank wherever applicable. Thus, the same should not be deducted from the application amount. 14. An investor who is
entitled, in accordance with the prevailing Income-tax laws to exemption
from deduction of tax at source in respect of such interest income,
should submit the following along with a xerox copy of the Application
Form to the office of the Registrars to the issue mentioned elsewhere
in this Prospectus: Individuals and entities assessable in the status of individuals under the Income-tax Act, 1961, entitled to avail the exemption from deduction of tax at source on interest on application money should submit Form 15H at the time of submitting the Application Form and for availing the exemption from deduction of tax at source from interest on the Bonds should submit Form 15F at the time of submitting the Application Form. A photocopy of the Application Form along with Form 15F/ 15H must be lodged separately at the office of the Registrars to the Issue simultaneously with the submission of the Application Form. Investors will be required to submit Form 15F each year. NRIs/OCBs/Flis applying on repatriation basis or NRIs/OCBs applying on non-repatriation basis, who desire that interest be paid without deduction of tax or at a lower rate should submit a certified true copy of certificate issued in Form 15AA by their Assessing Officer. A photocopy of the Application Form along with Form 15AA must be lodged separately at the office of the Registrars to the Issue simultaneously with the submission of the Application Form. Investor needs to submit Form 15AA each year. 15. All applicants are requested to tick the relevant column Category of investor in the Application Form. Private/ Religious/Charitable Trusts and other investors requiring approved security status for making investments and individuals should note that in case they do not tick in the relevant place, their application will be considered in the Other Category and allotment made accordingly. In all such cases, ICICI Bank will not be held responsible for the lower allotment, if any. 16. An investor should apply for one or more type of Bonds and/ or one or more option of Bonds in a single Application Form. further instructions, please read Application Form carefully. Payment Instructions For Applicants Other Than NRIs/OCBs /FlIs (i) Payment may be made by way of cash/stockinvest/cheque/ bank draft 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. Outstation cheques/bank drafts or cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted. Money orders/postal orders will also not be accepted. (ii) All cheques/drafts must be made payable to ICICI Bank Bonds and crossed A/C PAYEE ONLY (iii) All stockinvests should be payable to the Company, i.e., The Industrial Credit and Investment Corporation of India Limited. (iv) Outstation bank drafts payable at Mumbai along with the Application Forms can be sent by registered post with acknowledgment due to ICICI Bank Investors' Services Limited, Sri Padmavati Bhavan, Plot No. 93, Road No. 16, M.I.D.C., Andheri (East), Mumbai 400 093, so that the same are received before the closure of the subscription list. (v) The applications shall be made only by way of cheque/bank draft/cash/stockinvest. However, if the amount payable on application is Rs. 20,000 or more together with any earlier outstanding loan or deposit placed with ICICI Bank by the applicant, such payment must be effected only by way of an account payee cheque/stockinvest or bank draft in terms of Section 269SS of the Income-tax Act, 1961. Otherwise the applications may be rejected and application money refunded without any interest. For Applicants Who are NRIs/OCBs/Flis 1. For Investment on Repatriable Basis or Non-repatriable Basis by NRls/OCBs/FlIs (i) Applications submitted in India should be accompanied by a cheque/stockinvest/bank draft drawn on any bank, including a co-operative bank which is situated at and is a member or a sub-member of the Bankers' clearing-house located at the locations where the Application Form is submitted, i.e., at designated collection centres. Outstation cheques/bank drafts or cheques/bank drafts drawn on a bank not participating in the clearing process will not be accepted. (ii) Applications complete in all respects must be submitted at any of the bank branches designated for collection of such applications mentioned in Application Form. (iii) Cash/money orders/postal orders will not be accepted. (iv) All cheques/bank drafts must be crossed A/c Payee Only and made payable in favour of ICICI Bank Bonds NRIs/OCBs/Fils. >(v) All stockinvests should be payable to the Company, i.e., The Industrial Credit and Investment Corporation of India Limited. (vi) Investments by OCBs must be accompanied by a certificate in the prescribed form OAC/OAC1 from the overseas Auditor/Certified Public Accountant. (vii) Applicants need not obtain separate approval for subscribing to the Bonds on repatriation or on nonrepatriation basis. 2. For Investments on Repatriable Basis (i) The application would have to be accompanied by documentary evidence of the payment being made: · out of funds held in NRE/FCNR account; or · by rupee drafts purchased out of funds held in NRE/ FCNR accounts in India; or · by direct remittance from abroad through normal banking channels. Flls must make payments out of funds held in special rupee deposit accounts in India. (ii) Refunds, interest and other distribution, if any, would be made in Indian rupees. Where the applicant provides information on the NRE/FCNR account of the applicant from which the investment is made, payments would be credited directly, to the same NRE/FCNR account. In other cases, the payments would be made by drafts despatched through registered post at the applicant's risk. (iii) Investment by Flis must be accompanied by a copy of the SEBI registration of the account/sub-account which is making the investment. (iv) Cash/money orders/postal orders will not be accepted. 3. For Investments on Non-repatriable Basis (i) The application would have to be accompanied by documentary evidence of the payment being made out of foreign exchange remitted to India through approved banking channels, or out of funds held in NRO accounts in India. (ii) Refunds, interest and other distribution, if any, would be made in Indian rupees. Where the applicant provides information on the NRO account of the applicant from which the investment is made, payments would be credited directly to the same NRO account or despatched through registered post at the applicant's risk. (iii) Entire income on non-repatriable investments during the financial year 1996-97 and onwards would be allowed to be remitted, subject to prior approval of RBI. (iv) Cash/money orders/postal orders will not be accepted. Payment by Stockinvest The applicant who is an individual or mutual fund has the option to use the instrument stockinvest in lieu of cash/cheques/bank drafts for payment of application money. The applicant using stockinvest should submit the Application Form along with the instrument to the Bankers to the Issue mentioned in the Application Form. Stockinvest instruments are payable at par at all the branches of the issuing bank and as such, outstation stockinvest instruments can be attached to the Application Form. The applicant may approach the banks concerned for obtaining stockinvest and detailed instructions for the same. The applicant has to
fill in the following particulars: The instrument should thereafter be signed by the applicant. It should also bear the stamp of the Bank issuing the instrument and should be crossed A/c Payee Only and made payable only to The Industrial Credit and Investment Corporation of India Limited. Service charges for issuing the stockinvest must be borne by the applicant. The applicant should not fill in the portion to be filled up by the Registrars to the Issue (right-hand portion of the instrument). The Registrars to the Issue will fill up the right-hand side of the stockinvest indicating the Bonds allotted to the applicants, calculated as follows: (i) In case of full allotment, the number of Bonds on the right-hand side will be the same as that on the left-hand side of the instrument; (ii) In case of partial allotment, the number filled up by Registrars to the Issue on the right-hand side of the instrument will be less than the number filled up by the applicant on the left-hand side; (iii) In case the allotment is nil, the number filled up by the Registrars to the Issue on the right-hand side of the instrument will be nil. The stockinvest should be used by the Purchaser and the name of the Purchaser/one of the Purchasers should be indicated as the first applicant in the Application Form. Thus, if the signature of the Purchaser on the stockinvest and the signature of the first applicant in the Application Form do not tally, the application would be treated as having been accompanied by a third party stockinvest and is liable to be rejected. The stockinvest instrument should be used by the Purchaser within 10 days from the date of issue of the instrument, failing which such applications are liable to be rejected. For the purpose of calculating the 10 days, the last date for use of the stockinvest for submitting the Application Form to the bank is indicated on the face of the stockinvest with a notation to be used before No refund order will be issued to the applicants using stockinvest for payment of application money. In case of non-allotment of Bonds, the cancelled stockinvest instruments will be returned to the applicant, within 10 weeks of closure of subscription list by Registered Post. The applicant will have to approach the issuing bank branch for lifting the lien. Registrars to the Issue have been authorized by the Company (through Resolution of the Committee of Directors passed on July 28, 1997), to sign on behalf of the Company to realize the proceeds of the stockinvest from the issuing bank or to affix non-allotment advice on the instrument, or to cancel the stockinvest(s) of the non-allottee. Such cancelled stockinvest(s) shall be sent back by the Registrars directly to the investors. Reserve Bank of India vide its circular no. DBOD No. FSC.BC.100/ 24.47.001/94 dated September 2, 1994 has restricted the use of stockinvest(s) to individual investors and mutual funds only. Stockbrokers, Corporate Bodies, Banks and Financial Institutions are not allowed to apply through stockinvest(s). A ceiling of Rs. 50,000/- per individual per Stockinvest by banks has been imposed. The above ceiling is not applicable to mutual funds. Note: The above information is given for the benefit of investors and the Company is not liable for any modification of the terms of stockinvest or procedure thereof by the issuing bank. Submission of Completed Application Forms All applications duly completed and accompanied by account payee cheques/stockinvests/drafts/cash shall be submitted at the branches of the Bankers to the Issue (enlisted in the Application Form) before the closure of the Issue. Applications should not be sent to the Company/Lead Managers/Joint Lead Managers/ Co-Managers/Chief Marketing Agent/Advisor. Outstation bank drafts payable at Mumbai along with the Application Forms can be sent by registered post with acknowledgement due to ICICI Bank Investors' Services Limited, Sri Padmavati Bhavan, Plot No.93, Road No.16, MIDC, Andheri (E), Mumbai 400 093, so that the same are received before the closure of the subscription list. No separate receipts shall be issued for the application money. However, Bankers to the Issue at their designated branches receiving the duly completed Application Forms will acknowledge the receipt of the applications by stamping and returning the acknowledgment slip to the applicant. Applications shall be deemed to have been received by the Company only when submitted to the Bankers to the Issue at their designated branches and not otherwise. Rejection of Applications The Board of Directors/Committee of Directors reserves its full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereof. In the event, if any Bond(s) applied for is/are not allotted in full, the excess application monies of such Bonds will be refunded, as may be permitted under the provisions of the Act.
Letters of Allotment(s) / Bond Certificates / Refund Orders Letters of Allotment/Bond Certificates/Refund Orders as the case may be, will be despatched by Registered Post at the sole risk of the applicant, to the sole/first applicant within 10 weeks from the date of closure of the subscription list. The Company shall make efforts to allot the Bonds offered in this Issue within 30 days from the closure of the subscription list. Further as per the listing guidelines, the Company shall pay interest @ 15 per cent p.a. (except to applicants applying through stockinvest) for delay in refund beyond 30 days from the date of closure of the subscription list. Utilization of Application Money The sum received in respect of the Issue will be kept in separate bank account(s) and the Company will not have access to such funds unless permission for utilization of funds is received from The Stock Exchange, Mumbai. The Reserve Bank of India Permission RBI vide its letter No. EC.CO.FID(ii)/341/10.02.40(6943)/97/98 dated 26/8/97 has granted its approval to issue the Bonds to NRIs/OCBs/Fils with repatriation benefits and to NRIs/OCBs on a non-repatriation basis.
Declaration as a Public Security / Approved Security and for Rebate Under Section 88 of the Income-Tax Act, 1961 Applications have been made to the Government of India under Section 20(f) of the Indian Trusts Act, 1882 for declaring the Bonds as Approved/Public Securities. Applications have been made to the Government of Andhra Pradesh under the Andhra Pradesh Endowment Trust Act, the Government of Gujarat and the Government of Maharashtra under Section 2(12)(d) of the Mumbai Public Trusts Act, 1950 for declaring the Bonds as Approved/Public Securities. The Government of Rajasthan has vide its letter dated September 17, 1997 declared the Bonds as Approved Security under Section 2(l 0)(c) of the Rajasthan Public Trusts Act, 1959. The Government of India has notified the Bonds issued by the Company as an eligible security for investment by Port Trusts governed under Section 88(2) of the Major Port Trusts Act. Applications have been made to the Registrar of Co-operative Societies, Maharashtra and Gujarat for notifying these Bonds as eligible security for investment by co-operative banks/societies. Investment in the Bonds by religious/charitable trusts will qualify as eligible investments under Section 11 (5) of the Income-tax Act, 1961. The Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India vide its notification nos. 10278 and 10279 dated March 4, 1997 has declared the Bonds issued by ICICI Bank as specified assets for the purposes of Section 54EA and 54EB of the Income Tax Act, 1961. The Central Board of Direct Taxes vide its letter no. F.No.178/94/ 97-1 TA-1 dated September 2, 1997 has notified the Tax Saving Bond Option I as eligible security for availing rebate under Section 88 of the Income-tax Act, 1961. Applications by Provident Funds, Superannuation Funds and Gratuity FundsFUNDS The Government of India has, vide its Notification dated September 16, 1996, permitted Provident, Superannuation and Gratuity Funds to invest up to 40 per cent in the Bonds and securities of Public Financial Institutions as defined under Section 4A of the Act with effect from October 1, 1996. The Provident, Superannuation and Gratuity Funds can, therefore, subject to compliance of the terms and conditions of their Trust Deeds, invest in the Bonds up to 40 per cent of the eligible investment funds as permitted by the Central Government, vide the said Notification.
Tax Benefits The Company has been advised by its Taxation Adviser that under the current tax laws, the following tax benefits inter alia, will be available to the Company and Bondholders of the Company. An investor is advised to consider in his own case the tax implications of an investment in the Bonds. 1. To the Company 1.The taxable income of the Company would not include dividend, interest or long-term capital gains from investment made by way of shares or long-term finance in an enterprise carrying on the business of developing, maintaining and operating specified infrastructure facility in accordance with and subject to the provisions of Section 10(23G) of the Income-tax Act, 1961 (hereinafter referred to as the Income-tax Act). 2.The taxable income of the Company would not include dividend income which is declared, distributed or paid after June 1, 1997 in accordance with and subject to the provisions of Section 10(33) read with Section 115-0 of the Income-tax Act. 3.Under Section 36(l)(vii) of the Income-tax Act, any bad debts or part thereof written off as irrecoverable would be allowable as a deduction from the total income of the Company in accordance with and subject to the provisions contained therein. 4.The Company being an approved financial corporation under the provisions of Section 36(l)(viii) of the Income-tax Act is allowed deduction at 40 per cent of the profits derived from the business of providing long-term finance computed under the head Profits and Gains of Business or Profession before making any deduction under that clause carried to Special Reserve Account under that Section. The deduction is restricted to the extent the aggregate of the amounts transferred to the Special Reserve Account for this purpose from time to time does not exceed twice the paid-up share capital and general reserves of the Company. 5.Under Section 43D of the Income-tax Act, 1961 interest on certain categories of bad and doubtful debts as specified in Rule 6EA of the Income-tax Rules, 1962, shall be chargeable to tax only in the year of receipt or credit to Profit and Loss Account of the Company whichever is earlier. 6.Under Section 48 of the Income-tax Act, 1961 the long-term capital gains arising out of sale of capital assets excluding bonds and debentures (except capital indexed bonds issued by the government) will be computed after indexing the cost of acquisition/improvement. 7.Under Section 54EA and Section 54EB, capital gains arising on transfer of long-term capital assets would not be charged to tax on investment of net consideration (Section 54EA) or capital gains (Section 54EB), respectively, in any of the assets specified for this purpose in accordance with and subject to the conditions stipulated in these Sections of the Income-tax Act, 1961. 8.Under the provisions of Section 112 of the Income-tax Act, 1961 taxable long-term capital gains, if any, would be charged to tax at the concessions rate of 20 per cent. 9.Under Section 5 of the Interest-tax Act, 1974 interest tax is not payable by the Company on interest on loans and advances received from other credit institutions specified under the Interest-tax Act, 1974. The computation of chargeable interest would be on applying on the provisions of Section 43 D of the Income-tax Act, 1961 and after making the deduction available for interest which is established to have become a bad debt subject to conditions mentioned in Section 5 of the Interest-tax Act, 1974. II. To be Bondholders of the Company A. To the Residents/Indian Public 1.The income that would be received on Regular Income Bonds and Tax Saving Bonds will qualify for deduction under Section 80L in the hands of individuals, Hindu undivided families (HUFS) and other categories of persons mentioned therein subject to a maximum amount of Rs.12,000 in aggregate per year including interest received from the Company on these Bonds subject to provisions of the said section, it the clarification issued by the Central Board of Direct Taxes at the time of issue of 16% Redeemable Bonds in the nature of promissory notes by the Company in 1993, is accepted by the income-tax authorities having jurisdiction over the concerned recipient of income. 2.No income tax is deductible at source under the present provisions of the Income-tax Act, 1961 in | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||