DCI-APPLICATION FORM-RESIDENT.pmd - Finapolis

IN THE NATURE OF FORM2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS
(a) The Company will maintain at its Registered Office or such
other place as permitted by law a register of Bondholders
(“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
dematerialised form under Section 11 of the Depositories
Act, 1996 (“Depositories Act”) will be deemed to be a Register
of Bondholders for this purpose.
(b) The Bonds will not, except as provided in the Companies
Act, confer on Bondholders any rights or privileges available
to members of the Company including the right to receive
notices or annual reports of, or to attend and / or vote, at the
Company’s general meeting(s). However, if any resolution
affecting the rights of the Bondholders is to be placed before
the shareholders, such resolution will first be placed before the
concerned Bondholders for their consideration. In terms of
Section 219(2) of the Companies Act, Bondholders will be entitled
to a copy of the balance sheet on a specific request made to
the Company.
(c) The rights, privileges and conditions attached to the Bonds
may be varied, modified and/or abrogated with either (i) the
consent in writing of the holders of at least three-fourths of the
outstanding amount of the Bonds; or (ii) the sanction of at
least three-fourths of the Bondholders present and voting at
a meeting of the Bondholders (“Special Resolution”),
provided that nothing in such consent or resolution will be
operative against the Company, where such consent or
resolution modifies or varies the terms and conditions
governing the Bonds if modification, variation or abrogation
is not acceptable to the Company.
(d) The Bondholder or, in case of joint-holders, the person whose
name stands first in the register of beneficial owners maintained
by the Depository will be entitled to vote in respect of such
Bonds, either by being present in person or, where proxies
are permitted, by proxy, at any meeting of the concerned
Bondholders summoned for such purpose and every such
Bondholder will be entitled to one vote on a show of hands
and, on a poll, his or her voting rights will be in proportion to
the outstanding nominal value of Bonds held by him or her
on every resolution placed before such meeting of the
Bondholders.
(e) Bonds may be rolled over 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 a Special Resolution passed
at a meeting of the Bondholders convened with at least 21
days prior notice for such roll-over and in accordance with
the SEBI Debt Regulations. The Company will redeem the
Bonds of all the Bondholders who have not given their
positive consent to the roll-over.
The above rights of Bondholders are merely indicative. The
final rights of the Bondholders will be as per the terms of the
Prospectus and Debenture Trustee Agreement between the
Company and the Debenture Trustee.
74. Joint-holders
Where two or more persons are holders of any Bond(s), they will
be deemed to hold the same as joint holders with benefits of
survivorship subject to the Company’s Articles of Association
and applicable law.
75. Nomination
In accordance with Section 109A of the Companies Act, the sole/
first Bondholder, with other joint Bondholders (being individuals),
may nominate any one person (being an individual) who, in the
event of death of the sole Bondholder or all the joint Bondholders,
as the case may be, will become entitled to the Bonds. A nominee
entitled to the Bonds by reason of the death of the original
Bondholder(s) will become entitled to the same benefits to which
he would be entitled if he were the original Bondholder. Where
the nominee is a minor, the Bondholder(s) may make a nomination
to appoint, in the prescribed manner, any person to become
entitled to Bonds in the event of the Bondholder’s death during
minority. A nomination will stand rescinded on a sale/transfer/
alienation of Bonds by the person nominating. A buyer will be
entitled to make a fresh nomination in the manner prescribed.
Fresh nomination can be made only on the prescribed form
available on request at the Company’s Registered and Corporate
Office or with the Registrar to the Issue or at such other addresses
as may be notified by the Company.
The Bondholders are advised to provide the specimen signature
of the nominee to the Company to expedite the transmission of
the Bond(s) to the nominee in the event of demise of the
Bondholders. The signature can be provided in the Application
Form or subsequently at the time of making fresh nominations.
This facility of providing the specimen signature of the nominee
is purely optional.
In accordance with Section 109B of the Companies Act, any person
who becomes a nominee by virtue of Section 109A of the
Companies Act, will on the production of such evidence as may
be required by the Board, elect either to register himself or herself
as holder of Bonds; or to make such transfer of the Bonds, as the
deceased holder could have made.
Further, the Board may at any time issue notice requiring any
nominee to choose either to be registered himself or to transfer
the Bonds, and if the notice is not complied with within a period
of 90 days, the Board may thereafter withhold payment of all
dividend, bonuses or other monies payable in respect of the
Bonds, until the requirements of the notice have been complied
with.
In case of Application for allotment of Bonds in dematerialised
form, there is no need to make a separate nomination with the
Company. Nominations registered with the respective DP of the
DREDGING CORPORATION OF INDIA LIMITED 29