GENERAL INFORMATION

IFCI Limited (“IFCI” or “Issuer” or “Company”) is offering for subscription, on private placement basis,
unsecured redeemable non-convertible bonds in the nature of promissory notes of Rs. 5,000/- each for
cash at par with benefits under Section 80CCF of the Income Tax Act 1961 termed as LONG TERM
INFRASTRUCTURE BONDS (“Infrastructure Bonds”). The minimum application shall be for 1 Bond of Rs.
5,000/- each and in multiples of 1 Bond thereafter.
AUTHORITY FOR THE ISSUE
This issue is being made pursuant to the Resolution of the Board of Directors of the Company, passed at
its Meeting held on July 23, 2010 and is made under appropriate provisions of the Income Tax Act, 1961.
ISSUE SIZE
IFCI proposes to raise Rs. 100 crore, with a green-shoe option to retain over-subscription for issuance of
additional Infrastructure Bonds, through issue of Unsecured, Redeemable, Non-Convertible Bonds in the
nature of promissory notes of face value of Rs. 5,000 each for cash at par with benefits under section
80CCF of the Income Tax Act, 1961 termed as IFCI LONG TERM INFRASTRUCTURE BONDS –
SERIES II (”Infrastructure Bonds”) by way of private placement ('the Issue’).
OBJECTS OF THE ISSUE
The proceeds shall be utilized towards infrastructure lending as defined by the Reserve Bank of India in
the Guidelines issued by it from time to time, after meeting the expenditures of, and related to the issue.
The main objects clase of the Memorandum of Association of the Company permits the Company to
undertake its existing activities as well as the activities for which the funds are being raised through this
issue.
Further, in accordance with the SEBI Debt Regulations, the Company will not utilize the proceeds of the
issue for providing loans to or acquisition of shares of any person who is a part of the same group as the
Company or who is under the same management as the Company of any subsidiary of the Company.
The issue proceeds shall not be utilized towards full or part consideration for the purchase or any other
acquisition, inter alia by way of a lease, of any property.
CREDIT RATING
Brickwork Ratings India (P) Ltd. (“BRICKWORK”) has vide its letter No. BWR/BLR/RA/2010-11/0068
dated July 20, 2010 credit rating of "BWR AA-” (pronounced as BWR Double A Minus) with stable
outlook for existing and proposed Bonds of the Company aggregating to Rs. 10,000 crore. Instruments
with this rating are considered to offer High Credit Quality in terms of timely servicing of debt obligations.
A copy of rating from BRICKWORK is enclosed as annexure to this Information Memorandum.
The above rating is not a recommendation to buy, sell or hold securities and investors should take their
own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating
agency. The rating obtained is subject to revision at any point of time in the future. The rating agency has
the right to suspend, withdraw the rating at any time on the basis of new information etc.
LISTING
The Bonds are proposed to be listed on the Bombay Stock Exchange (BSE). IFCI shall apply for inprinciple
approval from the BSE for listing of Infrastructure Bonds. IFCI shall make an application to the
BSE to list the Bonds to be issued and allotted under this Information Memorandum and complete all the
formalities relating to listing of the Bonds within reasonable time. In connection with listing of Bonds with
BSE, IFCI hereby undertakes that:
It shall comply with conditions of listing of Bonds as may be specified in the Listing Agreement with
BSE.
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Rating obtained by IFCI shall be periodically reviewed by the credit rating agency and any revision in
the rating shall be promptly disclosed by IFCI to BSE.
Any change in rating shall be promptly disseminated to the holder(s) of the Bonds in such manner as
BSE may determine from time to time.
The Company, the Trustees and BSE shall disseminate all information and reports on Bonds
including compliance reports filed by the Company and the Trustees regarding the Bonds to the
holder(s) of Bonds and the general public by placing them on their websites.
REGISTRAR
M/s Beetal Financial & Computer Services Pvt. Ltd. has been appointed as Registrar to the Issue. The
Registrar will monitor the applications while the private placement is open and will coordinate the post
private placement activities of allotment, dispatch of interest warrants etc. Investors can contact the
Registrar in case of any post-issue problems such as non receipt of letters of allotment, demat credit,
refund orders, interest on application money.
TRUSTEES
Axis Trustees Services Limited has given its consent to act as the Trustee to the proposed Issue and for
its name to be included in this Information Memorandum. All remedies of the Bond holder(s) for the
amount due on the Bonds will be vested with the Trustees on behalf of the Bond holders. The holders of
the Bonds shall without any further act or deed be deemed to have irrevocably given their consent to and
authorised the trustees to do inter-alia, all acts, deeds, and things necessary for servicing the Bonds
being offered.
FUTURE RESOURCE RAISING
IFCI will be entitled to borrow/raise loans or avail financial assistance both from domestic and
international market as also issue Bond/ Bonds/Equity Shares/Preference Shares/other securities in any
manner having such ranking pari passu or otherwise and on terms and conditions as IFCI may think fit
without the consent of or intimation to Bondholders or Trustees in this connection.
PERMISSION/ CONSENT FROM PRIOR CREDITORS
The Company hereby confirms that it is entitled to raise money through current issue of Infrastructure
Bonds without the consent / permission / approval from the Bondholders / Trustees / Lenders / other
creditors of IFCI. Further the Bonds proposed to be issued under the terms of this Information
Memorandum being unsecured there is no requirement for obtaining permission / consent from the prior
creditors.
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TERMS OF THE ISSUE
The following are the terms and conditions of Bonds being offered under this Information Memorandum
for an aggregate amount of Rs. 100 crore for the financial year 2010-2011.
1. Status of Bonds
The Bonds are classified as "long-term infrastructure bonds" and are being issued in terms of
Section 80CCF of the Income Tax Act and the Notification No. S.O.1639 (E) dated 09 th July, 2010
issued by Central Board of Direct Taxes, Department of Revenue, Ministry of Finance,
Government of India, A copy of the Notification is annexed to this Memorandum. The
Infrastructure Bonds shall be non-convertible and unsecured.
In accordance with Section 80CCF of the Income Tax Act, the amount, not exceeding Rs. 20,000
per annum, paid or deposited as subscription to long-term infrastructure bonds during the
previous year relevant to the assessment year beginning April 01, 2011 shall be deducted in
computing the taxable income of a resident individual or HUF. In the event that any Applicant
subscribes to the Bonds in excess of Rs. 20,000, the aforestated tax benefit shall be available to
such Applicant only to the extent of Rs. 20,000.
Eligible investors can apply for up to any amount of the Bonds across any of the Series(s) or a
combination thereof. The investors will be allotted the total number of Bonds applied for in
accordance with the Basis of Allotment.
2. Form
a. The allotment of the Bonds shall be made only in dematerialized form. The Company has made
depository arrangements with National Securities Depository Limited ("NSDL") and Central
Depository Services (India) Limited ("CDSL", and together with NSDL, the "Depositories") for
issue of the Bonds in a dematerialized form. The Company shall take necessary steps to credit
the Depository Participant account of the Applicants with the number of Bonds allotted.
b. In case of Bonds that are rematerialized and held in physical form, the Company will issue one
certificate to the Bondholder for the aggregate amount of the Bonds that are rematerialized and
held by such Bondholder (each such certificate a "Consolidated Bond Certificate"). In respect of
the Consolidated Bond Certificate(s), the Company will, upon receipt of a request from the
Bondholder within 30 days of such request, split such Consolidated Bond Certificates into smaller
denominations, subject to a minimum denomination of one Bond. No fees will be charged for
splitting any Consolidated Bond Certificates but, stamp duty, if payable, will be paid by the
Bondholder. The request to split a Consolidated Bond Certificate shall be accompanied by the
original Consolidated Bond Certificate which will, upon issuance of the split Consolidated Bond
Certificates, be cancelled by the Company.
3. Face Value
The face value of each Bond is Rs. 5,000.
4. Title
In case of:
(i) Bonds held in the dematerialized form, the person for the time being appearing in the
register of beneficial owners maintained by the Depository; and
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(ii) the Bond held in physical form, the person for the time being appearing in the Register of
bondholders (as defined below) as Bondholder,
shall be treated for all purposes by the Company, the Debenture Trustee, the Depositories and all
other persons dealing with such person as the holder thereof and its absolute owner for all
purposes whether or not it is overdue and regardless of any notice of ownership, trust or any
interest in it or any writing on, theft or loss of the Consolidated Bond Certificate issued in respect
of the Bonds and no person will be liable for so treating the Bondholder.
No transfer of title of a Bond will be valid unless and until entered on the Register of Bondholders
or the register of beneficial owners maintained by the Depository prior to the Record Date. In the
absence of transfer being registered, interest, Buyback Amount and/or Maturity Amount, as the
case may be, will be paid to the person, whose name appears first in the Register of Bondholders
maintained by the Depositories and/or the Company and/or the Registrar, as the case may be. In
such cases, claims, if any, by the purchasers of the Bonds will need to be settled with the seller of
the Bonds and not with the Company or the Registrar. The provisions relating to transfer and
transmission and other related matters in respect of the Company's shares contained in the
Articles of Association of the Company and the Companies Act shall apply, mutatis mutandis (to
the extent applicable) to the Bond(s) as well.
5. Listing
The Bonds are proposed to be listed on BSE.
6. Market Lot
In accordance with Section 68B of the Companies Act, the Bonds shall be allotted only in
dematerialised form. As per the SEBI Debt Regulations, the trading of the Bonds on the Stock
Exchanges shall be in dematerialized form only in multiples of one Bond ("Market Lot").
7. Nomination
The Companies Act, 1956, vide Section 109A gives the bondholder an option to nominate a
person to whom his/her bond(s) shall rest in the event of his/her death. In respect of bonds in
dematerialized form, the Nomination shall be as per the details available in demat account of the
investor (s). Nominee shall become entitled to the bond(s) in the event of death of the bond
holder on production of death certificate or such other evidence as may be required by IFCI.
8. Transfer of Bonds
a. Register of Bondholders: The Company shall maintain at its registered office or such other
place as permitted by law a register of Bondholders (the "Register of Bondholders")
containing such particulars as required by Section 152 of the Companies Act. In terms of
Section 152A of the Companies Act, the Register of Bondholders maintained by a Depository
for any Bond in dematerialized form under Section 11 of the Depositories Act shall be
deemed to be a Register of Bondholders for this purpose.
b. Lock in Period: In accordance with the Notification, the Bondholders shall not sell or transfer
the Bonds in any manner for a period of 5 years from the Deemed Date of Allotment (the
"Lock-in Period"). The Bondholders may sell or transfer the Bonds after the expiry of the
Lock-in Period on the stock exchange where the Bonds are listed. These bonds can also be
pledged, hypothecated or given on lien for obtaining loans from Scheduled Commercial
Banks after the lock-in period of five years.
c. Transmission of bonds: However, transmission of the Bonds to the legal heirs in case of
death of the Bondholder / Beneficiary to the Bonds is allowed.
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d. Transfer of Bonds held in dematerialized form: In respect of Bonds held in the
dematerialized form, transfers of the Bonds may be effected only through the Depository(ies)
where such Bonds are held, in accordance with the provisions of the Depositories Act, 1996
and/or rules as notified by the Depositories from time to time. The Bondholder shall give
delivery instructions containing details of the prospective purchaser's Depository Participant's
account to his Depository Participant. If a prospective purchaser does not have a Depository
Participant account, the Bondholder may rematerialize his or her Bonds and transfer them in
a manner as specified below.
The transferee(s) should ensure that the transfer formalities are completed prior to the
Record Date. If a request for transfer of the Bond is not received by the Registrar before the
Record Date for maturity, the Maturity Amount for the Bonds shall be paid to the person
whose name appears as a Bondholder in the Register of Bondholders. In such cases, any
claims shall be settled inter se between the parties and no claim or action shall be brought
against the Company.
e. Succession: In the event of demise of the holder(s) of the Bonds, IFCI will recognise the
executor or administrator of deceased bondholder, being an individual / HUF, or the holder of
the succession certificate or other legal representative, being an individual / HUF as having
title to the Bonds. IFCI shall not be bound to recognise such executor, administrator, or
holder of succession certificate, unless such executor or administrators obtains probate or
letter of administration or such holder is the holder of succession certificate or other legal
representation, as the case may be, from a Court of India having jurisdiction over the matter.
IFCI may at its absolute discretion, where it thinks fit, dispense with production of probate or
letter of administration or succession certificate or other legal representation, in order to
recognise such holder, being an individual / HUF as being entitled to the Bonds standing in
the name of the deceased bond holder(s) on production of documentary proof or indemnity.
All requests for registration of transmission along with requisite documents should be sent to
the Registrars.
9. Deemed Date of Allotment
The Deemed Date of Allotment shall be January 31, 2011. All benefits under the Bonds including
payment of interest will accrue to the Bondholders from the Deemed Date of Allotment.
10. Subscription
Issue opens on November 16, 2010
Issue closes on December 31, 2010
11. Interest
a. Annual Payment of Interest: For Option 1 (subject to buyback, as applicable) & Option III
Bonds, interest will be paid annually commencing from the Deemed Date of Allotment and on
the equivalent date falling every year thereafter.
b. Cumulative Payment of Interest: Interest on Option II & IV Bonds shall be compounded
annually commencing from the Deemed Date of Allotment and shall be payable on the
Maturity Date or the Buyback Date, as the case may be.
c. Day Count Convention: Interest shall be computed on a 365 days-a-year basis on the
principal outstanding on the Bonds. However, where the interest period (start date to end
date) includes February 29, interest shall be computed on 366 days-a-year basis, on the
principal outstanding on the Bonds.
d. Interest on Application and Refund Money: The Company shall not pay any interest on
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refund of Application Amount, in whole or part. However, interest on Application Money, to the
extent of allotment of bonds, shall be paid from the date of credit of this money to the bank
account of IFCI to the date immediately preceding the deemed date of allotment at the
respective coupon rates.
12. Redemption
Unless previously redeemed as per the terms of the Bonds, the Company shall redeem the
Bonds on the Maturity Date i.e. January 31, 2021.
Bonds held in electronic form: No action is required on the part of Bondholders at the time of
maturity of the Bonds.
Bonds held in physical form : No action will ordinarily be required on the part of the Bondholder
at the time of redemption and the maturity amount will be paid to those Bondholders whose
names appear in the Register of Bondholders maintained by the Company on the Record Date
fixed for the purpose of redemption. However, the Company may require that the Consolidated
Bond Certificate(s), duly discharged by the sole holder or all the joint-holders (signed on the
reverse of the Consolidated Bond Certificate(s)) to be surrendered for redemption on Maturity
Date and sent by registered post with acknowledgment due or by hand delivery to the Registrar
or Company or to such persons at such addresses as may be notified by the Company from time
to time. Bondholders shall have to surrender the Consolidated Bond Certificate(s) in the manner
as stated above, not more than three months and not less than two months prior to the Maturity
Date so as to facilitate timely payment
13. Buyback of Bonds
In respect of bonds with buyback option, exit facility shall be available at the end of 5 th, 6th,7th, 8th
and 9th year. The investors, who opt and are allotted bonds with buyback facility and wish to exit
through this facility shall have to apply for buy back by writing to the company (‘Early Redemption
Notice”) of his/her intention to redeem all the Bonds held by him/her under the buyback option.
Such early Redemption Notice from the Bondholder should reach the Registrar or the Company
between November 1 to November 30 starting from year 2015 to year 2019 (‘Early Redemption
Date’) for redeeming the Bonds in that particular financial year. The bonds will be redeemed on
January 31 of the same financial year. Partial buyback of the bonds held under the buyback
option shall not be permissible.
Bonds held in dematerialized form
The Company or the Registrar upon receipt of the notice from the Bondholders would undertake
appropriate corporate action to effect the buyback. The bank details will be obtained from the
Depositories for payments. Investors who have applied or who are holding the Bond in electronic
form, are advised to immediately update their bank account details as appearing on the records
of Depository Participant. Failure to do so could result in delays in credit of the payments to
investors at their sole risk and neither the Lead Managers nor the Company shall have any
responsibility and undertake any liability for such delays on part of the investors
Bonds held in physical form
On receipt of the notice from the investor for exercise of buy back option, no action would
ordinarily be required on the part of the Bondholder on the Buyback Date and the Buyback
Amount would be paid to those Bondholders whose names appear first in the Register of
Bondholders. However, the Company may require the Bondholder to duly surrender the
Consolidated Bond Certificate to the Company/Registrar for the buyback. While exercising the
buyback option, bondholders are required to furnish any change of address or bank details etc.
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Upon payment of the Buyback Amounts, the Bonds shall be deemed to have been repaid to the
Bondholders and all other rights of the Bondholders shall terminate and no interest shall accrue
on such bonds thereafter.
Subject to the provisions of the Companies Act, where the Company has bought back any
Bond(s) under the Buyback Facility, the Company shall have and shall be deemed always to
have had the right to keep such Bonds alive without extinguishment for the purpose of resale and
in exercising such right, the Company shall have and be deemed always to have had the power
to resell such Bonds.
14. Payment of Interest/ redemption/buyback amount
Payment of Interest:
Payment of interest on the Bonds will be made to those holders of the Bonds, whose name
appears first in the Register of Bondholders maintained by the Depositories and/or the Company
and/or the Registrar, as the case may be, as on the Record Date.
Record Date:
The record date for the payment of interest or the Buyback Amount or the Maturity Amount shall
be 30 days prior to the date on which such amount is due and payable ("Record date").
Effect of holidays on payment:
If the date of payment of interest or principal or any date specified does not fall on a Working
Day, then the succeeding Working Day will be considered as the effective date. Interest and
principal or other amounts, if any, will be paid on the succeeding Working Day. Payment of
interest will be subject to the deduction of tax as per Income Tax Act or any statutory modification
or re-enactment thereof for the time being in force. In case the Maturity Date falls on a holiday,
the payment will be made on the next Working Day, without any interest for the period overdue.
Payment on Redemption or Buyback:
Bonds held in electronic form:
On the Maturity Date or the Buyback Date as the case may be, the Maturity Amount or the
Buyback Amount as the case may be, will be paid as per the Depositories' records on the Record
Date fixed for this purpose. No action is required on the part of Bondholders. The bank details will
be obtained from the Depositories for payments. Investors who have applied or who are holding
the Bond in electronic form, are advised to immediately update their bank account details as
appearing on the records of Depository Participant. Failure to do so could result in delays in credit
of the payments to investors at their sole risk and neither the Lead Managers nor the Company
shall have any responsibility and undertake any liability for such delays on part of the investors
Bonds held in physical form:
Payments with respect to maturity or buyback of Bonds will be made by way of cheques or pay
orders or electronically. The bank details will be obtained from the Registrar for effecting
payments. However, if the Company so requires, payments on maturity may be made on
surrender of the Consolidated Bond Certificate(s). Dispatch of cheques or pay orders in respect of
payments with respect to redemptions will be made on the Maturity Date or Buyback Date within a
period of 30 days from the date of receipt of the duly discharged Consolidated Bond Certificate, if
required by the Company.
The Company's liability to the Bondholders including for payment or otherwise shall stand
extinguished from the Maturity Date or upon dispatch of the Maturity Amounts to the Bondholders.
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Further, the Company will not be liable to pay any interest, income or compensation of any kind
from the Maturity Date.
Mode of Payment:
All payments to be made by the Company to the Bondholders shall be by cheques or demand
drafts or through National Electronic Clearing System ("NECS")
15. Taxation
The interest on Bonds 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 or any statutory modification or re-enactment
thereof. As per the current provisions of the Income Tax Act, on payment to all categories of
resident Bondholders, tax will not be deducted at source from interest on Bonds, if such interest
does not exceed Rs. 2,500 in a financial year.
As per clause (ix) of Section 193 of the Income Tax Act, no income tax is required to be withheld
on any interest payable on any security issued by a company, where such security is in
dematerialized form and is listed on a recognized stock exchange in India in accordance with the
Securities Contracts Regulation Act, 1956, as amended, and the rules notified there under.
Accordingly, no income tax will be deducted at source from the interest on Bonds held in
dematerialized form. In case of Bonds held in a physical form no tax may be withheld in case the
interest does not exceed Rs. 2,500. However, such interest is taxable income in the hands of
resident Bondholders.
If interest on Bonds exceeds the prescribed limit of Rs. 2,500 in case of resident individual
Bondholders, to ensure non-deduction or lower deduction of tax at source, as the case may be,
the Bondholders are required to furnish either (a) a declaration (in duplicate) in the prescribed
form i.e. Form 15G which may be given by all Bondholders other than companies, firms and nonresidents
subject to provisions of section 197A of the Income Tax Act; or (b) a certificate, from the
assessing officer of the Bondholder, in the prescribed form under section 197 of the Income Tax
Act which may be obtained by the Bondholders. Senior citizens, who are 65 or more years of age
at any time during the financial year, can submit a self-declaration in the prescribed Form 15H for
non-deduction of tax at source in accordance with the provisions of section 197A even if the
aggregate income credited or paid or likely to be credited or paid exceeds the maximum limit for
the financial year. These certificates may be submitted to the Company or to such person at such
address as may be notified by us from time to time, quoting the name of the sole or first
Bondholder, Bondholder number and the distinctive number(s) of the Bond(s) held, at least one
month prior to the interest payment date.
Tax exemption certificate or document, if any, must be lodged at the office of the Registrar prior to
the Record Date or as specifically required. Tax applicable on coupon will be deducted at source
on accrual thereof in the Company's books and / or on payment thereof, in accordance with the
provisions of the Income Tax Act and / or any other statutory modification, re-enactment or
notification as the case may be. A tax deduction certificate will be issued for the amount of tax so
deducted on annual basis.
16. Rights of Bondholders:
The Bonds shall not confer upon the holders thereof any rights or privileges including the right to
receive notices or annual reports of, or to attend and/or vote, at a General Meeting of IFCI. If any
proposal affecting the rights attached to the Bonds is considered by IFCI, the said proposal will
first be placed before the registered Bondholders or Trustees for their consideration.
The Bonds comprising the present Private Placement shall rank pari passu inter se without any
preference to or priority of one over the other or others over them and shall also be subject to the
other terms and conditions to be incorporated in the Agreement / Trust Deed(s) to be entered into
by IFCI with the Trustees and the Letters of Allotment/Bond Certificates that will be issued. A
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register of Bondholders will be maintained and sums becoming due and payable in respect of the
Bonds will be paid to the Registered Holder thereof.
The Bonds are subject to the provisions of the Act and the terms of this Information
Memorandum. Over and above such terms and conditions, the Bonds shall also be subject to
other terms and conditions as may be incorporated in the Agreement/Bond Trust Deed/Letters of
Allotments/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.
17. Modification of rights:
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 the Trustees, provided that nothing in such consent
or sanction shall be operative against IFCI, where such consent or sanction modifies or varies the
terms and conditions governing the Bonds, if the same are not acceptable to IFCI.
18. NOTICES
The communications to the bondholder(s) required to be sent by IFCI or the Trustees shall be
deemed to have been given if sent by an ordinary post to the registered holder of the Bonds. All
communications to be given by the bondholder(s) shall be sent by registered post or by hand
delivery to the Registrar and Transfer Agents or to IFCI or to such person, at such addresses as
may be notified by IFCI from time to time.
19. Miscellaneous:
Loan against Bonds
The Bonds cannot be pledged or hypothecated for obtaining loans from scheduled commercial
banks during the Lock-in Period of five years.
Lien
The Company shall have the right of set-off and lien, present as well as future on the moneys due
and payable to the Bondholder, whether in single name or joint name, to the extent of all
outstanding dues by the Bondholder to the Company.
Lien on Pledge of Bonds
The Company, at its discretion, may note a lien on pledge of Bonds if such pledge of Bond is
accepted by any bank or institution for any loan provided to the Bondholder against pledge of
such Bonds as part of the funding.
Right to Reissue Bond(s)
Subject to the provisions of the Act, 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 without extinguishment for the purpose of resale or reissue and in exercising such
right, the Company shall have and be deemed always to have had the power to resell or reissue
such Bonds either by reselling or reissuing the same Bonds or by issuing other Bonds in their
place. This includes the right to reissue original Bonds.
Joint-holders
Where two or more persons are holders of any Bond (s), they shall be deemed to hold the same
as joint holders with benefits of survivorship subject to Articles and applicable law.
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Sharing of Information
The Company may, at its option, use its own, as well as exchange, share or part with any
financial or other information about the Bondholders available with the Company, its subsidiaries
and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as
may be required and neither the Company nor its subsidiaries and affiliates nor their agents shall
be liable for use of the aforesaid information.
Issue of Duplicate Consolidated Bond Certificate(s)
If any Consolidated Bond Certificate is mutilated or defaced it may be replaced by the Company
against the surrender of such Consolidated Bond Certificates, provided that where the
Consolidated Bond Certificates are mutilated or defaced, they will be replaced only if the
certificate numbers and the distinctive numbers are legible.
If any Consolidated Bond Certificate is destroyed, stolen or lost then upon production of proof
thereof to the Bank's satisfaction and upon furnishing such indemnity/security and/or documents
as we may deem adequate, duplicate Consolidated Bond Certificate(s) shall be issued.
Jurisdiction
The courts of Delhi shall have jurisdiction to settle any disputes which may arise out of or in
connection with the Debenture Trust Deed or the Bonds and that accordingly any suit, action or
proceedings (together referred to as "Proceedings") arising out of or in connection with the
Debenture Trust Deed and the Bonds may be brought in the courts of Delhi.