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III. Terms of the Present Issue ICICI Bank is offering for public subscription four types of Unsecured Redeemable Bonds. These Bonds have been structured with several features to meet the needs of different types of investors. The Bonds are being offered subject, inter alia, to the terms of this Prospectus, the Application Form, the Memorandum and Articles of Association of the Company, the provisions of the Act and the Bond Certificates. The Bonds shall also be subject to other terms and conditions contained in the Trustee Agreement / Letter of Allotment and the applicable laws and regulations. Nature of Instruments ICICI Bank is offering for subscription for cash the following four types of Bonds in the nature of Promissory Notes transferable by endorsement and delivery: A. Ashirwad Deep Discount Bond The Investor can choose
either of the following options in respect of each Deep Discount Bond
applied for: Option II
Exercise of Option The investors will have to clearly indicate their option at the time of making an application and no change of option will be permitted. If no option is indicated by the investor or is incorrectly indicated, ICICI Bank will consider that Option I has been opted for. Early Redemption at
the Option of the Bondholders / the Company Redemption of the
Bonds (in case of Option I) or a set of Bonds (in case of Option II)
at their deemed face value as follows:
* as a set of Bonds Procedure for Early Redemption by Bondholders Bondholders desirous of exercising the option for Early Redemption of the Deep Discount Bond (Option I) or a set of Deep Discount Bonds (Option II) on any of the above dates, should submit their requests in writing to ICICI Bank/ Registrars or to such persons at such addresses as may be notified by the Company from time to time, along with the Bond Certificate(s), duly discharged by Sole/ all the Jointholders (signed at the reverse of the Bond Certificate(s)), not more than 6 months and not less than 3 months prior to the relevant date. The Bondholder will be entitled to receive the applicable Deemed Face Value only it the request is received in writing within the specified time. In case of Option II, the entire set of 5 Bonds must be offered for Early Redemption and individual Bonds will not be eligible for early redemption. Procedure for Early Redemption by the Company In case ICICI Bank decides for an Early Redemption of Bonds, it will announce its intention to do so atleast 6 months prior to the relevant date. For the mode of announcement, see "NOTICES". See also "Common Features, Terms and Conditions of the Bonds" and "Payment on Redemption". Investors in the Monthly Income Bond, depending upon the wait period opted by them, will get a monthly income and redemption at Face Value or Deemed Face Value. Each Monthly Income Bond of the face value of Rs. 77,000 will be issued at a discounted price of Rs. 8,000. The Monthly income Bond will be redeemed (at the end of 20th year from the Deemed Date of Allotment) on July 15, 2016 at its Face Value or Deemed Face Value as the case may be, as set out in the table below:
Monthly Income Bondholders will be paid monthly income which will commence after the wait period and will continue till the end of 20th year from the Deemed Date of Allotment i.e. till July 15, 2016. Bondholders at the time of making application can choose the wait period as explained in the following paragraph. The monthly income will be subject to deduction of tax at source as per the prevailing tax laws. Wait Period The wait period indicates the period from the Deemed Date of Allotment (i.e. July 15, 1996) at the end of which the monthly income would start. No payments on account of monthly income would be made during the wait period. The investors can choose any of the following wait period options. a) No wait period b) 5 years wait period c) 10 years wait period d) 15 years wait period Investors will have to indicate their option at the time of making the application. No change in the option will be permitted. If the option is not indicated or is incorrectly indicated, ICICI Bank would consider that No Wait Period has been opted for. Investors may note that no payments will be made during the Wait Period. The Monthly Income as also Redemption amount is higher if the Wait Period is longer. Schedule of Monthly Income and Redemption Amount The following table
indicates the amount of monthly income and a redemption amount payable
under different wait period options:
Note : Investors are cautioned that if any liability to deduct /pay tax arises during the Wait Period or at commencement of the Monthly Income under the Monthly Income Bonds, the monthly income payments as well as the Redemption amount payable on redemption would be reduced accordingly. Payment of monthly income for the first month from the Deemed Date of Allotment and the last month before redemption shall be made on a pro-rata basis. Mode of Payment of Monthly Income 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 monthly income for each month in arrears. However, the payment for the period from the Deemed Date of Allotment till the last date of the month succeeding the date of allotment will be paid alongwith the monthly income due for such succeeding month. In case of no wait period, the first set of post-dated cheques towards the monthly income from the Deemed Date of Allotment till March 31, 1997, will be sent with the Bond Certificate(s). An investor who has opted for the no wait period option and is entitled in accordance with the prevailing Income Tax laws to exemption from deduction of tax at source in respect of such monthly income should submit the following alongwith the Application Form : (a) a certificate from his Assessing Officer specifying that no tax should be deducted at source on the Monthly Income Bonds or (b) a declaration in the prescribed form and verified in the prescribed manner to the effect that the tax on his estimated income during the previous year in which such income is included in computing his total income will be NIL. In case of other options of wait period, the first set of post-dated cheques towards the monthly income from the start of the monthly income period till March 31 of the following year, will be sent prior to the month in which the monthly income commences. ICICI Bank, however, reserves the right to change the frequency at which the cheques for monthly income are sent. Payment of monthly income will be made to the original allottee(s) of the Bond(s) and in case of joint holders, monthly income will be paid to the first holder of the Monthly Income Bond. If the Bond has been transferred by an appropriate endorsement and delivery, the transferor(s) may endorse the post-dated cheque(s) to the transferee(s) (in the event the transferor has not endorsed the cheques to the transferee the claims, if any, of the income will be settled inter se amongst the parties) and the transferor(s), jointly with the transferee(s), shall notify, and the transferor(s) shall also give mandate to the Registrars / the Company for payment of monthly income to the transferee(s) in the form duly executed by the transferor(s) (in accordance with the specimen signature(s) of such transferor(s) available in the records of the Company) and the transferee(s), as may be prescribed by the Company for the purpose (the'Notification and Mandate') latest by March 1 of the following year. In the event the Company / Registrars does not receive the Notification and Mandate (by whatever mode sent) latest by March 1 of the following year, the post-dated cheques shall be sent to the transferor(s) and not to the transferee(s). In such cases, claims, if any, in respect of Monthly Income, shall be inter se amongst the parties and not against the Company. In case of transfer of Bonds during a financial year, if the Tax status of the transferee requires a change in the deduction of tax at source, the transferee is advised to notify the Company about such transfer and surrender the post-dated cheques to enable the Company to issue fresh cheques after giving effect to the change in tax deduction at source as applicable to the transferee. It is clarified that the Notification and Mandate if received as aforesaid will be operative only from the following financial year and thereafter. Wherever the signature(s) of the transferor(s) in the Notification and Mandate is/are not in accordance with the specimen signature(s) of such transferor(s) available in the records of the Company, all monthly income on such Bonds will be kept in abeyance by the Company till such time as the Company is satisfied. Since the Bonds are in the nature of Promissory Notes, transferable by endorsement and delivery, requirement of specimen signature(s) in the Notification and Mandate will be by way of voluntary investor protection service only and the Company will not, in any way, by virtue thereof assume and hereby expressly disclaims any responsibility for verification of specimen signature(s), nor shall the Company, in any way, be liable or responsible, legally or otherwise, for non-payment or erroneous payment of monthly income pursuant to any Notification and Mandate. In case of transfer 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, Non-Resident Indians, Overseas Corporate Bodies and Foreign Institutional Investors, 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 simultaneously with the submission of Notification and Mandate stipulated as above. Early Redemption at the
Option of the Bondholders / the Company redemption of the Bonds at
the Deemed Face Value as follows:
Procedure for Early Redemption by Bondholders Bondholders desirous of exercising the option for early redemption of the Monthly Income Bond on any of the above dates should submit their requests in writing to ICICI Bank/ Registrars or to such persons at such addresses as may be notified by the Company from time to time, along with the Bond certificate(s), duly discharged by sole/all the joint holders (signed at the reverse of the Bond Certificate(s)) not more than 6 months and not less than 4 months prior to the relevant date. The Bondholder will be entitled to receive the applicable Early Redemption amount only if the request is received in writing within the specified time. Procedure for Early Redemption by Company In case of Early Redemption of the Bonds by ICICI Bank, as per the above table, it will announce its intention to do so at least six months prior to the relevant date. For mode of announcement please refer to "NOTICES". See also "Common Features, Terms and Conditions of the Bonds" and "Payment on Redemption". C. Shubh Laabh Money Back Plus Bond Face value Each Money Back Plus Bond will have a face value of Rs. 6,000. The Money Back Plus Bond would be issued with a Detachable Premium Note. Both the Money Back Plus Bond and the Detachable Premium Note, which are in the nature of a Promissory Note and transferable by endorsement and delivery, would be listed and traded separately. Redemption of Bond The Money Back Plus Bond will be redeemed at par i.e. at Rs. 6,000 at the end of 3rd year from the Deemed Date of Allotment i.e. on July 15, 1999. Payment on Detachable Premium Note The Company shall pay the Premium Note holders Rs. 10,000 at the end of 10th year from the Deemed Date of Allotment on July 15, 2006. Therefore, a holder of Money Back Plus Bond will receive (a) A payment of Rs. 6,000 towards redemption of principal amount on July 15, 1999 : and (b) A payment of Rs. 10,000 on Detachable Premium Note on July 15, 2006. D. Suvidha Regular Return Bond Each Regular Return Bond will have a Face Value of Rs. 5,000 and will be redeemed at par i.e. at Rs. 5,000 on the expiry of five years from the Deemed Date of Allotment on July 15, 2001. Interest at the rate of 16% p.a. will be payable on the Regular Return Bond half yearly on December 1 and June 1 every year and at the time of redemption. The first payment will be made on December 1, 1996 for the period commencing from the Deemed Date of Allotment and the last payment will be made at the time of Redemption of the Bond. Payment of interest will be subject to deduction of tax at source as per the prevailing tax laws. Early Redemption by Bondholders Commencing from December
1, 1997, an investor who is an individual original allottee of the
Regular Return Bond has the option for Early Redemption on June 1,
and December 1, in each year, subject to the deduction of services
charges from the half-yearly interest payment of an amount, as given
below:
Procedure for Early Redemption Bondholders desirous of exercising the option for Early Redemption of the Regular Return Bond should submit their requests in writing to ICICI Bank / Registrars or to such persons at such addresses as may be notified by the Company from time to time, along with the Bond Certificate(s), duly discharged by Sole / all the joint holder(s) (signed at the reverse of the Bond Certificate(s)), not more than 3 months and not less than 1 month before the relevant dates as mentioned above. The Bondholder will be entitled to receive the applicable Early Redemption amount only if the request is received in writing within the specified time. Applications received later than the period specified above would, unless specified otherwise, be automatically considered for Early Redemption in the subsequent period. See also "Common Features, Terms and Conditions of the Bonds - Payment on Redemption". Payment of Interest on Regular Return Bond Payment of interest will be made to the original allottee(s) of the Bond(s) and in case of joint holders, interest will be paid to the first holder of the Regular Return Bonds. It the Bond has been transferred by an appropriate endorsement and delivery, the transteror(s), jointly with the transteree(s), shall notify, and the transferor(s) shall also give mandate to, the Registrars for payment of interest to the transferee(s) in the form duly executed by the transferor(s) (in accordance with the specimen signature(s) of such transferor(s) available in the records of the Company) and the transferee(s), as may be prescribed by the Company for the purpose (see Notification and Mandate') at least 1 month before the respective due dates for payment of interest. In the event the Registrar does not receive the Notification and Mandate (by whatever mode sent) at least 1 month before the respective due dates for payment of interest, the interest shall be paid to the transferor(s) and not to the transferee(s). In such cases, claims in respect of interest, if any, shall be inter se amongst the parties and not against the Company. Wherever the signature(s) of the transferor(s) in the Notification and Mandate is/are not in accordance with the specimen signature(s) of such transteror(s) 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. Since the Bonds are in the nature of Promissory Notes, transferable by endorsement and delivery, requirement of specimen signature(s) in the Notification and Mandate will be by way of voluntary investor protection service only and the Company will not, in any way, by virtue thereof assume and, hereby, expressly disclaims any responsibility for verification of specimen signature(s), nor shall the Company, in any way, be liable or responsible, legally or otherwise, for non-payment or erroneous payment of interest pursuant to any Notification and Mandate. In case of transfer 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, Non-Resident Indians, Overseas Corporate Bodies and Foreign Institutional Investors, 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 to the Issue / the Company simultaneously with the submission of Notification and Mandate stipulated as above. Common Features, Terms And Conditions Of The Bonds Early Bird Incentive An early bird incentive on all applications completed in all respects together with full payment to be made on application will be paid as follows: Early Bird Incentive per Bond (Rs.)
investors using Stockinvest will not be entitled to any early bird incentives. Investors should not deduct the early bird incentives from the application money. Early bird incentives would be paid to investors separately. Option to Gift the Bonds Investors (Donor) can gift any of these Bonds to any person (Donee) including Trusts by filling up relevant details of the Donee in the Application Form at the relevant place. A statement that "THIS BOND(S) IS/ARE GI FTED BY……………(Donor’s name) would appear on the face of the Bond Certificate. However, upon allotment, Donee would be required to furnish his/her specimen signature and other particulars, if any, required by the Company. Upon receipt of the relevant information the Bond Certificate will be issued in the name of the Donee. In case the above requirement is not complied with, the Bond Certificate(s) will be sent to the Donor and not to the Donee. In accordance with and subject to the provisions of Gift Tax Act, gift of Bonds upto a value of Rs. 30,000 in a financial year is exempt from Gift Tax. Two or more applications made by an Applicant as Donor for the purpose of gift to different persons will not be treated as multiple applications. Minimum Number of Bonds The application must be made for a minimum of one Bond, and in case of Option II of Deep Discount Bond, a set of Bonds. There is no maximum limit on application. Applicants can apply for any or all types of Bonds using the same Application Form. Deemed Date of Allotment In order to make the Bonds issued under both the Placement Portion and the Public Portion pan passu in all respects, a common Deemed Date of Allotment for the entire Issue has been fixed as July 15, 1996. All benefits relating to the Bonds will be available to he investors under the Placement Portion as well as Public Portion from the Deemed Date of Allotment. The actual allotment in respect of the Placement and Public Portions may occur on a date other than the Deemed Date of Allotment. The allotment in respect of the Placement Portion would be earlier and that of the Public Portion could be either earlier or later than the Deemed Date of Allotment. Since investors applying under the Placement Portion have invested their money earlier than the investors in the Public Portion, they would have the benefit of a higher Early Bird Incentive. Market Lot The market lot will be
one Bond except in case of Deep Discount Bond Option II wherein it
will be a set of five Bonds upto the end of 20th year from the Deemed
Date of Allotment (July 15, 2016).
Status The Bonds will constitute direct, unsubordinated and unsecured obligations of the Company and shall rank pan 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 thereon payable by the Company out of its own funds, rank pari passu with all other existing direct, unsubordinated and unsecured borrowings of the Company. Further, the Bonds subscribed through the Placement Portion and the Bonds subscribed through the Public Portion shall rank pari passu in all respects. Market Making ICICI Bank may consider making arrangements for Market Making of the Bonds in order to provide liquidity. However, there can be no assurance in that behalf. Form and Denomination The Bonds in the nature of Promissory Notes are negotiable instruments and are transferable by endorsement and delivery. The Bond Certificates or, in case of Option II of Deep Discount Bonds, a set of 5 Bonds will be issued in denominations of 1 Bond/Set. The applicant can also request for the issue of a single certificate for the aggregate amount (consolidated) of each type of Bonds and under Option II of Deep Discount Bond a set of 5 Bonds to be allotted to him. In case the applicant does not specify/incorrectly specifies the denomination of certificates required by him, Bond Certificates will be issued in denomination of one Bond each, except in the case of Option II of the Deep Discount Bond where Bond Certificate will be issued in the denomination of one set. In respect of Consolidated Certificates, the Company, will, only at the request of the original allottee, who has not transferred or negotiated the Bond in any manner whatsoever, split such Consolidated Certificates, into smaller denominations subject to a minimum face value ( prescribed as face value of Bond). The request for splitting by the original allottee(s) should be accompanied by surrender of the original Bond Certificate(s), which would be treated as cancelled by the Company. All costs incurred on such splits, including stamp duty, if any, shall be borne by the Bondholder making such request. Procedure for Redemption / Early Redemption The Bond Certificates, duly discharged by the Sole / all the joint holders (signed on the reverse of the Bond Certificate) to be surrendered for redemption on maturity or on Early Redemption should be sent by the Bondholder(s) by Registered Post with Acknowledgement Due or by hand delivery to the office of the Registrars / ICICI Bank or to such persons at such addresses as may be notified by the Company from time to time. Payment on Redemption Payment on Redemption or Early Redemption of the Bonds will be made only on the surrender of Bond Certificate(s), duly discharged by the Sole / all the joint holders (signed at the reverse of the Bond Certificate). ICICI Bank's liability to Bondholders towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of Redemption/Early Redemption in all events. Further, ICICI Bank will not be liable to pay any interest, income or compensation of any kind from the date of such Redemption/Early Redemption of the Bonds. However, the premium payable at the end of 10 years from the Deemed Date of Allotment of Money Back Plus Bond (July 15, 2006) shall be payable by the Company even after the redemption of such Bonds. On the Bondholder receiving the amount as specified above in respect of the Bonds, the liability of the Company shall stand extinguished. Purchase The Company may, at any time and from time to time, purchase Bonds at discount, at par or at premium in the open market or otherwise. Such Bonds may, at the option of the Company, be cancelled, held or resold at such a price and on such terms and conditions as the Company may deem fit and as permitted by law. Transfer/Transmission of Bonds The Bonds being negotiable instruments are transferable by endorsement and delivery by the transferor, provided that in case of transfer to more than one transferee, the total number of transferees shall not exceed three. As a measure of investor protection, the Bond(s) Certificates would make provision for recording the name and specimen signature of transferee(s). Though this is not mandatory, transferee(s) of Bonds are advised to put their specimen signature in the column provided for their own safety. For notification of transfer of Regular Return Bonds and Monthly Income Bonds, see also 'Payment of Interest on Regular Return Bonds'and 'Mode of Payment of Monthly Income'. All endorsements must be clear, distinct, word for word and letter for letter, as set out in the Bond Certificate. Vernacular endorsement must be literally translated into English immediately below the endorsement. No permission of RBI is required to be obtained for transfer of Bonds 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 transferee, 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 of Association of the Company. Nomination The Sole Bondholder or First Bondholder alongwith 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 transfer of a Bond by the person nominating. A transferee 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 nomination can be made only in the prescribed form available on request at the Registered Offices of the Company. Succession Where a nomination has not been made or the nominee predeceased 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 for the time being, the Company will recognize the executors or administrator of the deceased Bondholder, or the holder of the Succession Certificate or other legal representative as having title to the Bonds, The Company shall not be bound to recognize such executor, administrator or holder of the Succession Certificate unless such executor or administrator obtains Probate or Letter of Administration or is the 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 survivor 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 Bond 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 the last of the survivor of the jointholder for the time being, who is a non-resident, another NRI becomes entitled to the Bonds, the steps as stated above have to be complied with. The holding of the transferee NRI would be on the same basis as held by the NRI from whom the Bond(s) are being transferred. Loan against Pledge of Bonds ICICI Bank Banking Corporation Limited has agreed to accept the Bonds as an eligible security for loans granted by it. The Company has also made an application to Housing Development Finance Corporation Limited and Central Bank of India to accept pledge of the Bonds as security for loans granted by these institutions. It should be noted that loans, if any, granted by these entities would be governed by their respective terms and conditions including eligibility and security cover. Notices The Bonds being negotiable instruments are transferable by endorsement and delivery as stated herein and register of transfers is not envisaged. Therefore, the Company would not be aware of the identity of the Bondholder from time to time. Hence, individual notices are not feasible and would not be given. Unless specifically stated elsewhere in this Prospectus, all notices to the Bondholder(s) required to be given by the Company or the Trustees shall be deemed to have been given if published in one English and one regional language daily newspaper in Mumbai, Madras, Delhi, Calcutta, Bangalore and Baroda and may, at the sole discretion of the Company or the Trustees, but without any obligation, be sent by ordinary post to the original sole/first allottee of the Bonds or if Notification and Mandate has been received by the Company in respect of the Regular Return Bond and Monthly Income Bond pursuant to the provisions contained hereinabove, to the sole/first transferee. All notices to be given by the Bondholder(s), including notices referred to under "Payment of Interest on Regular Return Bonds" and "Mode of Payment of Monthly Income" shall be sent by Registered Post or by hand delivery to the Company/Registrars to the Issue or to such persons at such address as may be notified by the Company from time to time. Issue of Duplicate Bond Certificates If any Bond Certificate(s) is/are mutilated or defaced or the cages for recording transfers by endorsement and delivery are fully utilized, the same may be replaced by the Company against the surrender of such Certificate upon payment by the claimant of such costs as may be determined by the Company. Provided, where the Bond Certificate is mutilated or defaced, the same will be replaced as aforesaid only if the Certificate number and the distinctive nurtibers are legible. No duplicate will be issued in respect of destroyed, stolen or lost Certificates. Provided, however, that the Directors may, at their absolute discretion, redeem only on due date of maturity or date of Early Redemption by Company but not earlier, such Bond Certificates which have been proven to be stolen, destroyed or lost, against such indemnity and subject to such terms and conditions as may be stipulated by the Directors in their sole and absolute discretion. Trustees for the Bondholders The Company @s appointed Central Bank of India having its office at Jehangir Wadia Building, 51, M G Road, Fort, Mumbai 400 023 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 interests 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 including enforcement of securities at the cost of the Company. The major events of default which will necessitate repayment before stated maturity are as follows: 1.Default in payment of monies due in respect of interest and principal owing upon the Bonds. 2.Default in payment of any other monies including costs, charges and expenses incurred by the Trustees. 3.Winding up of the Company. 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 of the Trustees in this connection. Bondholder not a Shareholder/Debentureholder The Bondholder will not be entitled to any of the rights and privileges available to the Shareholders or Debentureholders. Rights of Bondholders The Bondholders would have the following rights subject, inter alia, to the terms of this Prospectus, the Application Form, the Memorandum and Articles of Association of the Company, the provisions of the Act, the Bond Certificates, terms and conditions contained in the Trustee Agreement and Letter of Allotment, if any. 1.The Bonds shall not confer upon the holders thereof a right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meetings of the Shareholders of 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 atleast three-fourths of the outstanding amount of the Bonds or by a Special Resolution passed at a meeting of the 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 sole/first holder of the Bond shall be entitled to vote in respect of such Bonds, either in person or by proxy at any meeting of the Bondholders and every such holder shall be entitled to one vote on a show of hands and on a poll his voting rights shall be in proportion to the outstanding nominal value of Bonds held by him on every resolution placed before such meeting of the Bondholders. The quorum for such meetings shall be five Bondholders present in person. 4.The provisions contained in Annexure C and/or Annexure D of the Companies (Central Government's) General Rules and Forms, 1956, will apply to the meetings of the Bondholders. 5.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. 6.The Bonds comprising the present issue shall rank pari passu inter se in each category without any preference or priority of one over the other or others over them. 7.The Bonds will be subject to the terms and conditions, to be incorporated in the documents/agreements to be entered into with the Trustees and in the Bond Certificates/Allotment Letters to be issued. Procedure for Application Availability of Prospectus & Application Forms For Placement Portion Application forms for the Placement Portion with copies of the Prospectus/Abridqed Prospectus may be obtained from the Registered Office and the Zonal / Regional Offices of the Company, Book Running Lead Manager, Joint Lead Managers, Advisors, Co-Managers to the Issue, other Syndicate Members and the 1CICIs' Collection Centres stated in the Application Form. Photocopies of the entire Form including Memorandum containing salient features of the Prospectus can be used for making applications. For Public Portion Application Forms for Public Portion with copies of the Prospectus/ Abridged Prospectus may be obtained from the Registered Office and the Zonal / Regional Offices of the Company, from the Book Running Lead Manager, Joint Lead Managers, Co-Managers, Advisors to the Issue, other Syndicate Members and Bankers to the Issue stated in this Prospectus, as well as from the branches of the Bankers to the Issue listed in the Application Forms. For the convenience of investors, the Company may publish the Application Form for Public Portion in newspapevs/magazines which can be cut out and used. Photocopies of the entire Form including Memorandum containing salient features of the Prospectus published in newspapers/magazines can be used for making applications. Who can apply The following categories of persons are eligible to apply in the Placement Portion as well as the Public Portion of the issue :
How to Apply General Instructions Applications for the Bonds must be in the prescribed form as mentioned below: i) Placement Portion for Resident Indians/ NRIs/OCBs on non-repatriable basis. ii) Placement Portion for NRIs/OCBs/Flls on repatriable basis iii) Public Portion for Resident Indians/ NRIs/OCBs on non-repatriable basis. iv) Public Portion for NRIs/OCBs/Flls on repatriable basis Printed in Black on white background. Printed in Black on Blue background. Printed in Blue on white background Printed in Black on Pink background. 1.The forms should be
completed in block letters in English as per the instructions contained
therein. Entire Placement Portio Application Form (including Memorandum
containing salien features of the Prospectus) can be photocopied and
used. Entire Public Portion Application Form (including Memorandum
containing salient features of the Prospectus) which may be published
in Newspapers/Magazines can be photocopied and used. For turthei- instructions, please read Application Form carefully Payment Insructions for Applications Other Than NRIS/OCBs /FlIs Under Placement Portion (a) Payment by way of Cheque/Bank Draft Payment may be made only
by way of cheque/bank draft drawn on any bank, including a Co-operative
Bank which is situated at and is a member or sub-member of the Bankers
Clearing House located at the cities where ICICI Banks' Collection Centres
as mentioned in the Application Form are situated. Further, outstation
cheques, bank drafts payable at Mumbai, alongwith the Application
Forms can be sent by post to ICICI Bank INVESTORS' SERVICES LIMITED, Plot
No. 93, Road No. 16, MIDC Area, Marol, Andheri (East). Mumbai 400
093. (b) Payment by way of cash Payment by way of cash
will be accepted only at the Authorised Cash Collection Centres of
Central Bank of India as specified in the Application Form. (c) Payment by Account Payee Cheque/Draft/Cash The applications under Placement Portion shall be made only by way of cheque, bank draft or cash and no application should be, made through 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 or bank draft in terms of Section 269 SS of the Income Tax Act, 1961. Otherwise the applications may be rejected and application money refunded without any interest Under Public Portion (a) Payment may be
made by way of cash, cheque / bank draft stockinvest 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. Application Forms published in
Newspapers Magazines or photocopies thereof alongwith payment, by
way of cheque/bank draft can be submitted at the following ICIC' Zonal/Regional/Development
Offices: (b) All cheques/drafts must be made payable t,) "ICICI Bank Bonds Public" and crossed "A/c PAYEE ONLY" (c)Payment by Account Payee Cheque/Draft/Stockinvest/Cash : The application under Public Portion can be made by way of cheque or bank draft or stockinvest or cash. However. if the amount, payable on application) is Rs.20,000 or more together wife, any earlier outstanding loan or deposit placed with ICICI Bank' by the applicant, such payment should not be effected in cash and must, be effected only by way of an account payee cheque or bank draft, in terms of Section 269SS of the Income-tax Act 1961. Otherwise, the Application may be rejected and application money refunded without any interest For Applicants Who are NRIs / OCBs /FlIs For Placement and Public Portion 1. For Investments on Repatriable Basis by NRIs/OCBs/FlIs a) The Application would
have to be accompanied by documentary evidence of the payment being
made out of funds held in the 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 FlIs must make payments
out of funds held in special rupee deposit accounts in India. For Investments on
Non-Repatriable Basis by NRIs/OCBs For Placement Portion For Investment on Repatriable Basis or Non-Repatriable Basis i) Forms should be accompanied
by a cheque / 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 Mumbai. NRI investors applying on repatriable
basis or non-repatriable basis should sent their applications to ICIC1
Investors' Services Limited, Plot No. 93, Road No.16, M.I.D.C. Area,
Marol, Andheri (East), Mumbai 400 093. For Public Portion a) Applications complete
in all respects must be submitted at any of the Bank branches designated
for the collection of such applications. b) All cheques/drafts/Stockinvests must be made payable to any of the Bankers to the issue, marked "A/c ICICI Bank Bank Bonds - PUBLIC NRIs" and crossed "A/C PAYEE ONLY". c) Investments by overseas companies and other corporate bodies must be accompanied by a certificate in the prescribed form OAC/ OACI from the overseas Auditor/Certified Public Accountant. d) Investment by Foreign Institutional Investors must be accompanied by a copy of the SEBI registration of the account/sub-account which is making the investment. e) Applicants need not obtain separate approval for subscribing to the Bonds on repatriation or non-repatriation basis. Submission of Completed Application Forms Placement Portion All applications duly completed and accompanied by Account Payee Cheques / Drafts shall be submitted at the designated ICICls collection centres (enlisted in the application form for Placement Portion) before the closure of the Placement Portion of the Issue. Applications accompanied by cash must be deposited only at the Authorised Cash Collection Centres of Central Bank of India as specified in the Application Form. Application Forms for the Placement Portion should not sent to the Company or to the Collecting Branches of the Bankers to the Public Portion of the Issue. No separate receipts shall be issued for the application money. However, the ICICI Banks' collection centres/ Authorised cash collection centres of Central Bank of India receiving the duly completed Application Forms under this category, will acknowledge the receipt of the applications by numbering the Application Form, Acknowledgement Slip and the reverse of the cheque/bank draft and stamping and returning the Acknowledgement Slip to the applicant. Applications shall be deemed to have been received by the Company only when submitted at the designated ICICI Banks' collection centres and Authorised cash collection centres of Central Bank of India and not otherwise. Public Portion All applications duly completed and accompanied by Cash/Stockinvest/ Account Payee Cheques / Drafts shall be submitted at the designated branches of the Bankers to the Issue (enlisted in the Application Form for Public Portion) before the closure of the Public Portion of the Issue. Further, Public Portion Application Forms published in Newspapers/ Magazines or photocopies thereof alongwith payment by way of cheque/ bank draft will be accepted at the ICICI Bank Zonal/Regional/Development Offices listed earlier. No separate receipts shall be issued for the application money. However. the Bankers to the issue or their designated branches for collection of forms or ICICl Zonal/Regional/Development Offices receiving the duly completed Application Forms under this category, will acknowledge the receipt of the applications by stamping and returning to the applicant the acknowledgement slip. Payment by Stockinvest Only individuals and Mutual Funds have the option to use Stockinvest. Further, only investors under Public Portion shall have an option to use Stockinvest in lieu of cash / cheque / draft while applying for the Bonds. A Stockinvest can be obtained from any bank issuing such an instrument by making the necessary application and depositing the required amount with the bank. 1.The applicant has to
fill in the following particulars Title of the account as "ICICI
Bank Bonds", the total number of Bonds applied for (under
all schemes together) and the total application money payable.
The instrument should be crossed "A/C Payee Only".
The name and address of the applicant along with the Application
Form number should be mentioned on the reverse of the Stockinvest.
2.The instrument should thereafter
be signed by the applicant. The instrument should also bear the
stamp of the bank issuing the Stockinvest. The applicant should
not fill in the portion to be entered by Registrars to the Issue. Rejection of Applications Placement Portion ICICI Bank, in consultation with the Book Running Lead Manager, reserves the 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 Bonds applied for 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. Public Portion The Board 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 therefor. In the event, if any Bonds applied for 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 / Bond Certificate / 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 of the closing of the respective subscription list or, in the event of unforeseen circumstances, within such further time as may be allowed for the Public or Placement Portions as the case may be by the Stock Exchange, Mumbai. Extension, if any, granted by the Stock Exchange, Mumbai would be without prejudice to the Company's liability to pay interest under Section 73 of the Act. Utilisation of Application Money Placement Portion The sum received in respect of the Placement Portion will be kept in separate bank account(s). The Company will not have access to such funds until the listing approvals from the Stock Exchange, Mumbai and National Stock Exchange where listing is sought, is received. Please refer to ' Basis of Allotment' for non allotment of Bonds. Public Portion The sum received in respect of the Public Portion will be kept in separate bank account(s) and the Company will not have access to such funds unless listing approval from the Stock Exchange, Mumbai and the National Stock Exchange where listing is sought, is received. Please refer to 'Basis of Allotment' for non-allotment of Bonds. Refund / Allotment in Case of Applications Made by Stockinvest At the time of making
the application, the applicant will authorize payment of the maximum
sum payable towards application money for the Bonds applied for, on
the left hand side of the Stockinvest. Once the basis of allotment
is worked out by the Stock Exchange, Mumbai and the Company, the Registrars
to the Issue will fill up the right hand side of the Stockinvest including
Bonds allotted to the investor. There are three possibilities here
: Reserve Bank Of India Permission The Company has made an application to the Reserve Bank of India ('RBI') vide its letter dated March 19, 1996, to obtain an approval to issue the Bonds to NRIs/OCBs/Flls with repatriation benefits and to NRIs/OCBs on a non-repatriation basis. Declarations as a Public Security / Approved Security An application has been made to the Government of India for issue of notification authorizing the trustees to invest trust money in the Bonds under Section 20(f) of the Indian Trusts Act, 1882. Applications have been made to the Government of Rajasthan, the Government of Gujarat and the Government of Maharashtra for declaring the Bonds as "Public Securities" under Section 2(l 0)(c) of the Rajasthan Public Trusts Act, 1959 and Section 2(12)(d) of the Mumbai Public Trusts Act, 1950 An application has been made to the Government of India for notifying these Bonds as an eligible security by Port Trusts governed under Section 88(2) of the Major Port Trusts Act. Application by Provident Funds, Superannuation Funds and Gratuity Funds The Government of India has, vide its Notification dated July 14, 1994, permitted Provident, Superannuation and Gratuity Funds to invest up to 30% in the Bonds and securities of Public Financial Institutions (PFIS) as defined under Section 4A of the Act with effect from April 1, 1994. The Provident, Superannuation and Gratuity Funds can, therefore, subject to compliance of the terms and conditions of their Trust Deeds, invest in the Bonds upto 30% of the eligible investment funds as permitted by the Central Government, vide the said notification. Tax Benefits The Company has been advised that under the current tax laws, the following tax benefits inter alia, will be available to the Company and the Bondholders of the Company. Income Tax I. To the Company 1. The Company being an approved financial corporation under the provisions of Section 36 (1) (viii) of the Income-tax Act, 1961 (hereinafter referred to as the Income-tax Act), is allowed deduction at 40% of the profits derived from the business of providing longterm finance computed under the head 'Profits and gains of business or profession' before making any deduction under that Section 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 (excluding the amount capitalised from reserves) of the Company. 2. Under Section 36 (1) (vii) and Section 36(l) (vii) (a) of the Income-tax Act, respectively, any bad debts or part thereof written off as irrecoverable and provision for bad and doubtful debts made upto 5% of the total income computed before making deductions under Section 36 (1) (vii) (a) and chapter VI-A would be allowable deductions from the total income of the Company in accordance with and subject to the provisions contained therein. 3. Under Section 43 D of the Income-tax Act, 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. 4. Under Section 48 of the Income-tax Act, the long-term capital gains arising out of sale of capital assets will be computed after indexing the cost of acquisition/improvement. 5. In accordance with and subject to the provisions of Section 80M of the Income-tax Act, the Company is entitled to a deduction of 60% of the income by way of dividends received from a domestic company in computing its total income. 6. In accordance with and subject to the provisions of Section 80-0 of the Income-tax Act, a deduction shall be allowed of an amount equal to 50% of the income received in or brought into India in computing the total income of the Company. This deduction would be available for any income by way of commission, fees or any similar payments received by the Company from the Government of a foreign state or a foreign enterprise in consideration of technical or professional services rendered or agreed to be rendered outside India to such Government or enterprise by the Company and such income is received in convertible foreign exchange in India, or is brought into India, by or on behalf of the Company in accordance with any law for the time being in force for regulating payments and dealings in foreign exchange. 7. Under the provisions of Section 112 of the Income-tax Act, capital gains would be charged to tax at the concessional rate of 30% plus surcharge as applicable. 8. 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 provision of Section 43 D of the Income-tax Act 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. I. To the Bondholders of the Company A. To the Residents/Indian Public 1. The income that would be received on Regular Return Bonds and Monthly Income Bonds would qualify for deduction under Section 80 L in the hand of the individuals, Hindu Undivided Families (HUFS) and other categories of persons mentioned therein subject to a maximum amount of Rs.13,000 in aggregate per year including interest received from the Company on these Bonds subject to provisions of the said section, following 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, if the same 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 in respect of the following:- 3. Tax will be deducted at a lower rate where the Assessing Off | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||