ICICI BANK TERMS AND CONDITIONS IPO FACILITY
The following are the terms and conditions for availing the ICICI Bank Limited ("Lender") line of credit facility, by individuals, for the purchase of Securities, at the time of initial public offering ("IPO") of select body corporates ("IPO Facility"). By applying for and availing the IPO Facility, you (herein after referred to as the Borrower) acknowledge and accept these terms.
These terms and conditions ("Agreement") state the manner in which the IPO Facility shall be provided, however the specific credit terms for availing credit shall be determined at the time of and in relation to a specific IPO ("Specific IPO Details"). To avail the IPO Facility, where made available for any specific IPO, the Borrower shall be required to apply for the same after having reviewed the relevant Specific IPO Details. It should be noted that the Lender shall be entitled at its sole discretion to accept or reject such applications as may be submitted by the Borrower.
These Terms will be in addition to and not in derogation of the terms and conditions relating to any other relationship of the Borrower with the Lender, and/or to those relating to services/facilities offered by the lender and/or its affiliates and availed by the Borrower.
The particulars of the IPO Facility being provided by the Lender are as under:
- Credit Limit: An amount up to Rs.10,00,000/- (Rupees Ten Lakh Only) in the aggregate, or such amount as may be notified by the Lender from time to time.
- Application Amount: The funding/credit availed for each IPO ("Funding Amount") shall not be more than 50% (Fifty Percent) of the total amount required to purchase the Securities applied for. It is clarified that the remaining 50% (Fifty Percent) cost for purchase of such Securities shall be contributed by the Borrower ("Borrower Contribution").
- Repayment Date: The Funding Amount is repayable on the date prior to the listing of the Specified Securities. Notwithstanding anything contained in these Terms and the Specific IPO Details, the Funding Amount shall be repayable on demand.
- Interest Rate: The rate at which interest shall be payable shall be more particularly described/determined under the Specific IPO Details. In accordance with the Terms herein, interest till the date prior to the listing date will be lien marked in the Bank Account on the date of availing a specific funding and shall be payable on the Interest Payment Date.
- Interest Payment Date: shall mean the date on which the IPO bidding closes for retail investors.
- Default Interest: In the event the Funding Amount is not repaid on the Repayment Date additional interest shall be chargeable at the rate and terms more particularly described/determined herein and under the Specific IPO Details.
- Fee: The amount payable upfront as processing fee, costs etc. for each instance of funding, to be more particularly described/determined under the Specific IPO Details.
- Security: Security Interest over the Specified Securities (as more particularly described herein). THE BORROWER IS HEREBY PUT TO NOTICE that the nature of the facility is such that the Lender shall have the right to create, sell, transfer or dispose the Specified Securities (including associated rights) or Security Interest as attorney holder or as Lender, at the start of business on the Listing Date, WITHOUT THE REQUIREMENT OF ANY SEPARATE NOTICE OF DEFAULT OR SALE. The Borrower acknowledges and agrees to such notice as reasonable.
All capitalized terms contained in these Terms shall have the respective meanings assigned to them in Schedule 1.
2. THE FACILITY
- The Borrower is entitled to utilise the IPO Facility in full or in part, from time to time, and each utilisation under the IPO Facility, i.e. each Funding Amount will constitute a distinct loan.
- Under each Specific IPO Details, once the Funding Amount has been drawn, the amount cannot be increased or decreased from the IPO Facility until the IPO is over.
- In case the Borrower revises the bid for the specific IPO: (a) all increased amounts for subscription of the Securities shall be payable from the Borrower’s Bank Account and subject to availability of funds in the Bank Account; and (b) any decrease in the amounts required for subscription of the Securities shall not reduce the credit availed and the Funding Amount will stay constant, even if Funding Amount is greater than the total revised amounts required for subscription of Securities.
- The Funding Amount made available to the Borrower for any specific IPO will be: (a) reduced to the extent there are Outstanding Dues; (b) be capped to the extent of the Borrower Contribution (as clarified below); (c) varied by the Lender from time to time on various considerations such as internal policies/guidelines; and (d) and shall at all times be subject to applicable laws including SEBI guidelines.
3. CONDITIONS OF ELIGIBILITY AND DRAWDOWN
The Borrower may request for Funding Amount, subject to the following conditions precedent:
- Upon acceptance of these Terms, submission of the Power of Attorney and copies of the Authorizations, if any;
- No Default is continuing or would result from disbursing the Funding Amount;
- The representations and warranties of the Borrower are true on the date of the proposed disbursement;
- Compliance with the Terms and conditions as set out herein and in the Specific IPO Details Terms ; and
- In the sole opinion of the Lender no event has occurred or is likely to occur which results or is likely to result in a Material Adverse Effect on the Borrower.
4. LOAN ACCOUNT(S) AND PROCEDURE FOR DISBURSEMENT
- The Lender shall open and maintain current account(s) in the name of the Borrower ("Loan Account(s)") solely and for the limited purpose of availing the IPO Facility. The Loan Account(s) shall be made available only for the purpose of the IPO Facility and all amounts lying in such accounts shall be usable only in accordance the procedures established by the Lender and these Terms.
- The Borrower, in relation to the Loan Account(s), shall not be entitled to obtain access to any facility(ies) or services available or linked to the current account such as a card facility, cheque book etc.
- In case the Borrower is able to obtain access to any such facility/service including the ability to transfer funds (debit or credit), the same shall be deemed as a payment default under these Terms and the Lender in its sole determination shall be entitled to charge Default Interest and terminate or suspend this IPO Facility/Loan Account(s).
- The terms and conditions in relation to opening of current account with ICICI Bank Limited are available on the Lender’s Website. Link as follows:.
- Please note that by agreeing to these Terms you (a) are instructing the Lender to open the current account in the manner provided above; and (b) provide your consent to the ICICI Bank’s current account terms and conditions (to the extent modified under these Terms); (c) provide the Lender/depository participant with consent to use the KYC and other information available in your Bank Account/ demat account for the purpose.
- The Borrower may request for the Funding Amount by accepting the Specific IPO Details on the Lender’s Website each time it seeks disbursement under the Facility. In the event, the Borrower does not accept the Specific IPO Details, the Borrower shall not receive the disbursement.
- Any instruction or consent provided by the Borrower on the Lender’s website shall be considered as valid and legally binding. The read-out, the faxed /email output or the printed output, if any, that is received by the Borrower at the time of operation of the Lender’s Website is a record of the operation of the computer by the Borrower and shall be accepted as conclusive and binding for all purposes. All the records of the Lender generated by the transactions/communication arising out of the use of the Lender’s Website, including the time the transaction recorded shall be conclusive proof of the genuineness and accuracy of the transaction/communication.
Interest shall be computed by the Lender on the basis of the actual number of days elapsed/ to elapse from the date of availing the Funding Amount till the Repayment Date (date excluding). Interest, and costs (including processing fee, other charges, expenses and taxes) shall be payable irrespective of the actual date of repayment, whether or not the IPO is successful and whether or not any Securities are allotted to the Borrower. The Interest amount (computed as herein above), shall be lien marked on the date of availing the respective Funding Amount in the Bank Account and shall be debited from the Bank Account on the respective Interest Payment Date.
The Borrower shall be liable to pay interest on the Funding Amount at the rate and on the date(s) specified in the Specific IPO Details. The rate of interest payable by the Borrower shall be subject to changes based on guidelines / directives issued by RBI to banks from time to time.
Default Interest: In the event the Funding Amount is not repaid on the Repayment Date additional interest shall be chargeable till such time as the Lender does not recover its dues, irrespective of whether Security Interest has been enforced.
- The number of Specified Securities to be encumbered for securing the Outstanding Dues ("Encumbered Shares") will be determined at the sole discretion of the Lender and shall be the aggregate of Outstanding Dues divided by the issue price of the Specified Securities and 10% (ten) percent of the Outstanding Dues.
- On or before the Listing Date, Borrower shall be required to create Security Interest in favour of the Lender, to secure the repayment of Outstanding Dues either directly or vide a power of attorney holder/authorised official/pursuant to a mandate. Such a Security Interest created would constitute creation of Security Interest over any rights shares, bonus shares, dividend and all ancillary rights accruing to the Encumbered Shares and shall continue till the Outstanding Dues have been paid.
- If at any time, the market value of the Encumbered Shares is inadequate to cover the Outstanding Dues, the Borrower shall immediately deposit with the lender additional security which may be acceptable to the lender, failing which the lender may at its own discretion sell, dispose of or realize any part or all the Security created in favour of the lender without being liable for any loss or damage in the value realized thereby and also without prejudice to the Lender’s right to proceed against the Borrower for any balance/additional amounts due from the borrower.
6. RIGHT OF SALE
- Subject to Clause 2(i), the Borrower undertakes to repay the Outstanding Dues on the Repayment Date. The Borrower shall also be liable to repay forthwith such Outstanding Dues, without any further notice or intimation from the Lender.
- Upon the failure of the Borrower to repay any Outstanding Dues by the Repayment Date, the Lender shall be entitled to enforce Security Interest over Specified Securities and realise the Outstanding Dues without any further notice or intimation thereof. The Borrower hereby acknowledges that the acceptance of these Terms and conditions constitutes sufficient notice for the purpose of any action that the Lender shall take for enforcing its Security Interest. The Borrower also hereby acknowledges the Lender’s inherent right to be the sole depository participant authorised to deal with the Specified Securities.
- Any amount which is not repaid by the Borrower or not realised from enforcing the Lender’s Security Interest over Specified Securities shall be recoverable from the Borrower.
- The Borrower hereby waives and releases any and all right or equity of redemption, whether before or after sale of Specified Securities under this Agreement, any demand, notice or advertisement, and all rights under any appraisement, valuation, stay, extension or redemption law, and all rights, if any, of marshalling the Specified Securities and any other security for the Outstanding Dues or otherwise and the Lender may proceed against any other collateral for the Outstanding Dues remaining unsatisfied in any order as it shall determine in its own discretion.
- The Borrower acknowledges that upon applying for the Funded Amount the Borrower is deemed to have waived all objections in relation to the terms of credit provided under the Specific IPO Details.
7. RIGHTS OF THE LENDER
- Notwithstanding anything contained herein, the Borrower hereby instructs it’s depository participant to note, record and acknowledge that the Lender has the rights to directly/indirectly take all actions or give instructions to:
- to create Security Interest over the Encumbered Shares
- to transfer / assign, sell and grant in favour of any person, including the Lender, the Encumbered Shares upon enforcement of Security Interest;
- To appoint or engage any person including any brokers for effecting any transfer, disposition, realization or encashment of Securities or money, as the case may be.
- execution of such documents and writing by the Borrower, as the Lender may in its sole discretion deems necessary to secure the Borrower’s obligation to repay the Outstanding Dues, including irrevocable Power of Attorney, irrevocable letter of authorization to the Depository;
- doing such other acts, deeds, matters, things and executing such documents as may be required under the provisions of the Depositories Act, 1996 and byelaws of the concerned depository in connection with the Encumbered Shares; and
- to access all account(s) maintained with the Lender for effecting the above powers or other transactions/actions performed by the Borrower through the Lender’s Website.
- The Borrower agrees that the rights granted to the Lender under clause 7.1 shall be irrevocable and shall not be revoked by the death of the Borrower and the Lender may, notwithstanding the death of the Borrower, enforce its Security Interest over the Encumbered Shares.
- Notwithstanding anything contained herein, the Borrower hereby instructs the Lender to: debit its Bank Account for the purpose of settling dues and other costs in relation to these Terms.
- The Borrower/s shall bear all interest tax, service tax, all other imposts, duties (including stamp duty and relevant registration and filing charges and taxes (of any description whatsoever) as may be levied from time to time by the Government or other authority and all other costs and expenses whatsoever (including but not limited to any costs and expenses incurred by the Lender and its representatives and consultants) in connection with availing the Facility.
- The Borrower hereby empowers and authorizes the Lender to recover the aforesaid dues from the Borrower by posting a debit to the Loan Account(s) or by deduction and/or appropriation from any amount payable by the Lender to the Borrower, whether under or pursuant to this Terms or otherwise on any account whatsoever.
- The Borrower hereby agrees confirms and accepts the statement of the Loan Account(s) produced by the Lender as conclusive proof of the correctness of any sum claimed by the Lender from the Borrower under the Facility. The Borrower acknowledges that the rate(s) of interest and of default interest agreed to by the Borrower specified under the Specific IPO Details Terms are, and shall be, acceptable as reasonable and the rate of default interest represents genuine pre-estimates of loss expected to be incurred by the Lender due to the non-payment of dues by the Borrower.
9. BORROWER’S DECLARATIONS, COVENANTS, REPRESENTATIONS AND WARRANTIES
- The Borrower hereby declares, covenants, represents and warrants that:
- he is absolutely entitled to and has a clear and marketable title to the Specified Securities deposited by him and has not entered into any arrangement with any third party which creates any prior right over the Specified Securities;
- the Borrower is fully empowered to enter into this Agreement;
- all the information provided by the Borrower to the Lender in the Facility Documents is true, correct, accurate and complete in all respects and is not misleading;
- no proceedings have been initiated or events occurred in connection with insolvency, bankruptcy, protection against creditors or as a relief undertaking or other similar matters in relation to the Borrower, and there is no order for the appointment of a receiver, administrator or other similar person or authority in relation to the business, undertaking or assets of the Borrower;
- nothing in this Terms conflicts with or any law, regulation or bye laws;
- he shall promptly inform the Lender (i) if he voluntarily and involuntarily becomes the subject of any insolvency law; (ii) any notice under any law or otherwise any suit or other legal process intended to be filed or initiated against the Borrower and affecting the title to the Specified Securities or if a receiver and/or liquidator is appointed in respect of the same;
- the Borrower is not disqualified from dealing with securities market in any form by Securities and Exchange Board of India (SEBI).
- Each of the representations, warranties and covenants contained in this Clause shall be continuing representations, warranties and covenants and shall be deemed to be repeated by the Borrower on the date of each drawdown of any Funding Amount.
- The Borrower shall remain liable under this Terms and will not make any claim or counterclaim for any disbursement made by the Lender pursuant to request made for Disbursement.
- The Borrower agrees, confirms and acknowledges that:
- the execution of this Terms does not create any obligation on the Lender to provide any Facility to the Borrower and the Lender shall have the sole and absolute discretion to withdraw and/or suspend sanctioned Facility or Funding Amount granted by it, at any time after the date of this Agreement;
- at all times the total amounts drawn together with amounts proposed to be drawn shall not exceed the Facility provided by the Lender.
10. EVENTS OF DEFAULT AND TERMINATION
- In respect of the Facility granted or to be granted by the Lender, the Borrower agrees and declares that, without prejudice to any other provisions of this Agreement, the Outstanding Dues shall, if so decided by the Lender in its absolute discretion, become forthwith due and payable by the Borrower to the Lender, upon the happening of any of the following Events of Default, without any further notice or intimation thereof:
- if the Borrower defaults in the payment of any part of the Outstanding Dues, as and when the same become payable;
- if the Borrower has made any misrepresentation of facts, including (without limitation) in relation to the Specified Securities;
- the Borrower acts or desists from acting in any manner which jeopardizes the Security Interest created over the Encumbered Shares or jeopardizes the powers vested in the Lender under the power(s) of attorney from being exercised by the Lender;
- breach by the Borrower of any representation made in this Terms or if the Borrower commits a breach or default in the performance or observance of any term or condition of this Agreement, the Facility Documents and on its part to be observed and performed;
- if there is reasonable apprehension that the Borrower is unable to pay its debts or the Borrower has admitted in writing its inability to pay its debts, as they become payable;
- there is any commencement of a legal process against the Borrower under any criminal law in force;
- on the death/lunacy or other disability of the Borrower;
- occurrence of a Material Adverse Effect.
In the event of occurrence of any Default or any Event of Default, without prejudice to the Lender’s other rights and remedies, the Lender shall be entitled to declare the Outstanding Dues or any part thereof forthwith due and payable and the Lender may:
- apply and/or appropriate and/or set off any credit balance standing upon any Bank Account(s) of the Borrower with the Lender towards satisfaction of any sum (whether of principal, interest or otherwise) due from the Borrower hereunder;
- Enforce the Security Interest and/or transfer the Encumbered Shares in its own name and/or sell or dispose of or realise the said Securities on such Terms and conditions and for such price that the Lender thinks fit, and apply the net proceeds towards repayment;
- cancel, suspend or terminate further disbursements, if the Borrower has not drawn down the whole of the Facility.
- if the net sum realized by the sale of the Encumbered Shares is insufficient to recover the Outstanding Dues, demand the Borrower to make up the shortfall or providing such other collateral to cover the shortfall.
- The Borrower agrees to indemnify and keep indemnified and save harmless the Lender, its directors, officers and agents at all the times from all or any losses, costs, damages, charges and expenses or other liabilities whatsoever incurred or suffered by the Lender due to breach by the Borrower of any provision of this Terms and/ or any direct or indirect taxes such as service tax, transaction tax, stamp duty or other fees of any nature. The Borrower further agrees to indemnify and keep indemnified and save harmless the Lender at all the times from all or any losses, expenses or other liabilities whatsoever incurred or suffered by the Lender due to any dispute on title of Specified Securities delivered to and/or on which Security Interest has been created in favour of the Lender.
- The Borrower agrees that he is liable to pay the stamp duty, other fees as applicable on all the documents/ instruments executed by and between the parties or any of them pursuant to the loan granted by the Lender to the Borrower including but not limited to the Agreement. Additionally, the Borrower shall also be liable to make payment of all costs, charges, expenses including interest and penalty, if any, payable as a result of non-payment or payment of deficient stamp duty on any of the aforesaid documents, including but not limited to the Terms and all legal costs as between the attorney and clients on a full indemnity basis.
13. NO WAIVER
- No failure or delay by the Lender in exercising any right, power, privilege or remedy accruing to the Lender upon any default or Event of Default hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power, privilege or remedy. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
All notices or other communications under or in connection with the Facility shall be given in writing and, unless otherwise stated may be made by letter, facsimile, email. Any such notice or other communication will be deemed to be effective:
- if sent by letter, when delivered personally or if dispatched by post, when recall of the letter is outside the control of the sender;
- if sent by email or facsimile, when actually received in readable form. Provided, however, that no notice or communication to the Lender shall be effective unless actually received and acknowledged by the Lender. Notices or communication may be made to:
- the Borrower/s’ address or facsimile number or the registered email-id used for communication, by ICICI Bank Limited as a banker (in relation to the Bank Account) or as a depository participant; and
- the Lender’s zonal / regional /branch office address: ICICI Bank Ltd. A Wing, 6th Floor, Autumn estates, Chandivali, Andheri east Mumbai- 400072.
If any provision of this Terms is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
16. DISCLOSURE OF INFORMATION
The Borrower hereby irrevocably agrees to and consents to the Lender disclosing at any time and sharing with or in any manner making available the following: (a) the Facility Documents to the depository participant; (b) all information in relation to the Borrower availing these credit facilities, to the Lender’s affiliates entities, consultants and agents; and (c) to any statutory body/agency, agencies, bureaus, companies, firms, associations, corporate or unincorporated bodies and other Persons, any information whatsoever concerning the Borrower including in relation to the Facility. The Borrower shall not hold the Lender responsible for sharing and/or disclosing any such information now or in the future and also for any consequences suffered by the Borrower and/or others by reason thereof. The provisions of this Clause shall survive even after the term or termination of this Terms and the repayment of the Borrower’s dues by the Borrower.
17. CONTINUING TERMS
This Terms shall not be affected by the Borrower's death and its/his/her/ their estate, effects, heirs, executors, administrators and legal representatives will continue to be liable for full payment of all the moneys payable and/or due hereunder.
18. GOVERNING LAW
This Agreement, the relationship between the Parties and all rights and obligations arising from any act done or required to be done under this Terms and the Terms herein shall be governed by and construed in accordance with the laws in India. The courts at Mumbai shall have the jurisdiction to try any matters arising out of or in connection herewith. The Lender may, however, in its absolute discretion commence any legal action or proceedings arising out of (or in connection) with any of the above in any other court, tribunal or other appropriate forum, and the Borrower/s shall not object to such jurisdiction.
- The instructions of the Borrower shall be effected only when such instruction is in accordance with the prescribed procedure.
- The Lender shall have no obligation to verify the authenticity of any transaction / instruction received or purported to have been received from the Borrower through digital channels of the Lender or any other channel as may be deemed fit by the Lender or purporting to have been sent by the Borrower other than by means of system verification and authentication of the digital channel usage.
- The read-out, the faxed/email output or the printed output, if any, that is received by the Borrower at the time of subscribing for the Facility or subsequently is a record of the operation of the computer by the Borrower and shall be accepted as conclusive and binding for all purpose. All the records of the Lender generated by the transactions arising out of the use of the Facility, including the time the transaction recorded shall be conclusive proof of the genuineness and accuracy of the transaction. While the Lender and its affiliates shall endeavor to carry out the instructions promptly, they shall not be responsible for any delay in carrying on the instructions due to any reason whatsoever, including due to failure of operational systems or any requirement of law.
- Electronic delivery may be in the form of an electronic mail, an attachment to the electronic mail, or in the form of an available download from the Website. The Lender would be deemed to have fulfilled its legal obligation to deliver to the Borrower any document if such document is sent via electronic means. Failure to advise the Lender of any difficulty in opening a document so delivered within twenty-four (24) hours after delivery shall serve as an affirmation regarding the acceptance of the document.
- The Lender may print paper copies of the electronic record or produce in any such form at its discretion this document or any other Facility Documents and Borrower's signing as aforesaid, and the same shall be fully binding on the Borrower and the Borrower has no objection to such printouts or any such other form (in the discretion of the Lender) being produced by the Lender in evidence in any court, tribunal or otherwise, to prove the acceptance, execution as well as the contents of the contract.
- Notwithstanding anything contained herein, all Terms and conditions stipulated by the Lender pertaining to the Bank Account and/or to any other services/facilities offered by the Lender, shall continue to be applicable to the Borrower, provided, however, in the event of a conflict in such other Terms and conditions stipulated by the Lender and/or its affiliates and the Terms herein, these Terms shall have an overriding effect.
|Authorization||means any authorisation, consent, approval, resolution, licence, exemption, filing made on the Lender’s website or through the Facility Documents|
|Bank Account||means any and all of the Borrower’s savings bank accounts maintained with ICICI Bank Limited.|
|Specific IPO Details Terms||Means the specific Terms for each Funding Amount, which shall be more particularly, displayed and available for acceptance prior to availing the Funding Amount on the Lender’s Website.|
|Default||means any event or circumstance which with the giving of notice, lapse of time or the making of any determination under this Agreement, would constitute an Event of Default.|
|Demat Account||means the securities account maintained by the Borrower with ICICI Bank Limited as the depository participant.|
|Event of Default||means any event or circumstance specified as such in Clause 10 (Events of Default).|
|Facility Documents||means this Agreement, and/or any other deeds, documents or writings as may be required by the Lender to be executed by the Borrower for the purposes of the IPO Facility and including the Power of Attorney (provided or to be provided).|
|Issue Price||means the price at which the Specified Securities are issued to the public|
|Lender’s Website||www.icicibank.com or such other website as may be intimated by the Lender.|
|Listing Date||means that particular date upon which the Specified Securities get listed on a particular stock exchange.|
|Loan Account(s)||means the account maintained in the books of the Lender in accordance with Clause 4 of this Terms|
|Outstanding Dues||means the balance outstanding at the foot of the Loan Account(s), comprising of and including the outstanding amount of each tranche, and the following amounts due but not recovered (i) interest, (ii) interest tax, (iii) default interest and (iv) any other dues by whatever name called.|
|Material Adverse Effect||the occurrence of any event or circumstance which, in the sole opinion of the Lender is or is likely to be prejudicial to or impairs, imperils or depreciates the interest of the Lender or the Specified Securities, or the capacity of the Borrower to repay the Outstanding Dues.|
|Security||means such security given and/or created pursuant to the Facility Documents for securing the obligation of the Borrower of the Outstanding Dues.|
|Securities||means shares/ units of any incorporated company or other body corporate listed or going to be listed with the Stock Exchange and as may be more specifically described under the respective Specific IPO Details.|
|Security Interest||means (a) encumbrance of any description whatsoever on the Specified Securities; and (b) any arrangement under which money or claims to, or the benefit of, Loan Account(s), Bank Account, Demat Account or other account may be applied, set-off or made subject to a combination of accounts so as to effect payment of sums owed or payable to the Lender, thereby securing the obligations of the Borrower.|
|Specified Securities||Means those Securities allotted to the Borrower pursuant to the utilization of a part or whole of the Application Amount.|