DCI-APPLICATION FORM-RESIDENT.pmd - Finapolis

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IN THE NATURE OF <strong>FORM</strong>2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS Applicant will prevail. If Applicants want to change their nomination, they are advised to inform their respective DP. 76. Events of Default Subject to the terms of the Debenture Trustee Agreement, the Debenture Trustee at its discretion may, or if so requested in writing by 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, (subject to being indemnified and/or secured by the Bondholders to its satisfaction), give notice to the Company specifying that the Bonds, in whole but not in part are and have become due and repayable on such date as may be specified in such notice inter alia if any of the events listed below occurs. The description below is indicative and a complete list of events of default and its consequences is specified in the Debenture Trustee Agreement: (i) Default in any payment of the principal amount due in respect of Bonds and such failure continues for a period of 30 days; (ii) Default in any payment of any installment of interest in respect of the Bonds and such failure continues for a period of 15 days; (iii) Default in any payment of any other sum due in respect of the Bonds and such failure continues for a period of 15 days; (iv) The Company is (in the reasonable opinion of the Debenture Trustee or as notified by the Company to the Debenture Trustee), or is deemed by a court of competent jurisdiction under applicable law to be, insolvent or bankrupt or unable to pay a material part of its debts, or stops, suspends or threatens to stop or suspend payment of all or a material part (in the reasonable opinion of the Debenture Trustee) of, or of a particular type of, its debts; (v) The Company does not perform or comply with one or more of its other material obligations in relation to the Bonds and/ or under the Debenture Trustee Agreement and/or Security Documents, which default is incapable of remedy or, if in the reasonable opinion of the Debenture Trustee is capable of remedy, is not remedied within 30 days of written notice of such default being provided to the Company by the Debenture Trustee; or (vi) Any encumbrancer takes possession, or an administrative or other receiver or an administrator is appointed, of the whole or (in the reasonable opinion of the Debenture Trustee) any substantial part of the property, assets or revenues of the Company, and is not discharged within 45 days. The amount(s) so payable by the Company on the occurrence of one or more Event(s) of Default shall be as detailed in the Debenture Trustee Agreement. If an Event of Default occurs, which is continuing, the Debenture Trustee may, with the consent of the Bondholders, obtained in accordance with the Debenture Trustee Agreement, and with prior written notice to the Company, take action in terms of the Debenture Trustee Agreement. 77. Debenture Trustee The Company has appointed GDA Trusteeship Limited to act as Debenture Trustee for the Bondholders. GDA Trusteeship Limited has by its letter dated February 21, 2013 given its consent for its appointment as Debenture Trustee to the Issue and for its name to be included in the Prospectus and in all the subsequent periodical communications sent to the holders of the Bonds issued, pursuant to this Issue pursuant to Regulation 4(4) of the Debt Regulations. The Company has entered into a Debenture Trustee Agreement with the Debenture Trustee, the terms of which will govern the appointment and functioning of the Debenture Trustee and specified the powers, authorities and obligations of the Debenture Trustee. Under the terms of the Debenture Trustee Agreement, the Company covenants with the Debenture Trustee that it will pay the Bondholders the principal amount on the Bonds on the relevant Maturity Date and also that it will pay the interest due on Bonds at the rate/on the date(s) specified under the Debenture Trustee Agreement. The Debenture Trustee Agreement shall be provided to the Designated Stock Exchange within five Working Days of its execution. The Bondholders will, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or authorised officials to do all such acts, deeds, matters and things in respect of or relating to the Bonds as the Debenture Trustee may in their absolute discretion deem necessary or require to be done in the interest of the Bondholders. Any payment made by the Company to the Debenture Trustee on behalf of the Bondholders will discharge the Company pro tanto to the Bondholders. All the rights and remedies of the Bondholders will vest in and will be exercised by the Debenture Trustee without reference to the Bondholders. No Bondholder will be entitled to proceed directly against the Company unless the Debenture Trustee, having become so bound to proceed, failed to do so. The Debenture Trustee will protect the interest of the Bondholders in the event of default by the Company in regard to timely payment of interest and repayment of principal and they will take necessary action at the Company’s cost. 78. Pre-Issue Advertisement Subject to Section 66 of the Companies Act, the Company will, on or before the Issue Opening Date, publish a pre-Issue advertisement in the form prescribed under the SEBI Debt Regulations, in one national daily newspaper with wide circulation. Material updates, if any, between the date of filing of the Prospectus with the RoC and the date of release of the statutory pre-Issue advertisement will be included in the statutory pre-Issue advertisement. 30 DREDGING CORPORATION OF INDIA LIMITED
IN THE NATURE OF <strong>FORM</strong>2A - MEMORANDUM CONTAINING SALIENT FEATURES OF THE PROSPECTUS 79. Impersonation Attention of the Applicants is specifically drawn to sub-section (1) of Section 68 A of the Companies Act, reproduced below: “Any person who: (a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.” 80. Listing The Bonds will be listed on BSE, which will be the Designated Stock Exchange.The BSE has given its in-principle listing approval by letter No. DCS/SP/PI-BOND/23/12-13, dated March 4, 2013. If permissions to deal in and for an official quotation of the Bonds are not granted by the Designated Stock Exchange, the Company will forthwith repay, without interest, all such moneys received from the Applicants pursuant to the Prospectus. If such money is not repaid within eight days after the Company becomes liable to repay it, the Company and every officer in default will on and from such expiry of eight days be liable to repay the money, with interest at the rate of 15% p.a. as prescribed under Section 73 of the Companies Act. The Company will use best efforts to ensure that all steps for the completion of the necessary formalities for listing at the Stock Exchanges are taken within 12 Working Days of the Issue Closing Date. 81. Utilisation of Issue Proceeds The Issue proceeds will be utilised for augmenting the long-term resources of our Company for financing the capital expenditure plan of our Company for carrying out its business activities. In accordance with the SEBI Debt Regulations, the Company is required not to utilise the Issue proceeds for providing loans to or acquisitions 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 or any Subsidiary of the Company. Further, the Company is a public sector enterprise and, as such, the Company does not have any identifiable ‘group’ companies or ‘companies under the same management’. In addition, the Issue proceeds shall not be utilised towards full or part consideration for the purchase or any acquisition, including by way of a lease, of any property. Further, in accordance with the SEBI Debt Regulations and the Debt Listing Agreement as well as the Debenture Trustee Agreement, the Issue proceeds will be kept in separate Escrow Account(s) and the Company will have access to such funds only after creation of Security for the Bonds and/or as per applicable law. For more information (including with respect to interim use of the Issue proceeds), see “Objects of the Issue” on page 52. 82. Monitoring & Reporting of Utilisation of Issue Proceeds In terms of the SEBI Debt Regulations, there is no requirement for appointment of a monitoring agency in relation to the use of proceeds of the Issue. The Board shall monitor the utilisation of the proceeds of the Issue. The end-use of the proceeds of the Issue, duly certified by the Statutory Auditors, will be reported in the Company’s annual reports and other reports issued by the Company to relevant regulatory authorities, as applicable, including the Stock Exchanges in relation to the Company’s reporting obligations under the Debt Listing Agreement. Further, the Company confirms that funds raised by the Company from previous public issues and private placements of bonds have been utilised for the Company’s business as stated in the respective offer documents, and as reported to the Stock Exchanges in relation to the Company’s reporting obligations under the Debt Listing Agreement, as applicable. For more information (including with respect to interim use of the Issue proceeds), see “Objects of the Issue” on page 52. 83. Statement by the Board: (i) All monies received pursuant to the Issue shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Companies Act; (ii) Details of all monies utilised out of the Issue shall be disclosed under an appropriate separate head in the Company’s Balance Sheet, indicating the purpose for which such monies were utilised; and (iii) Details of all unutilised monies out of the Issue, if any, shall be disclosed under an appropriate separate head in the Company’s Balance Sheet, indicating the form in which such unutilised monies have been invested. 84. Other Undertakings by the Company The Company undertakes that: (a) Complaints received in respect of the Issue will be attended to by the Company expeditiously and satisfactorily; (b) Necessary cooperation to the Credit Rating Agency(ies) will be extended in providing true and adequate information until the obligations in respect of the Bonds are outstanding; (c) The Company will take necessary steps for the purpose of getting the Bonds listed within the specified time, i.e., within 12 Working Days of the Issue Closing Date; (d) Funds required for dispatch of refund orders/Allotment Advice/Bond certificates will be made available by the Company to the Registrar to the Issue; (e) The Company will forward details of utilisation of the Issue Proceeds, duly certified by the Statutory Auditor, to the Debenture Trustee at the end of each half year. DREDGING CORPORATION OF INDIA LIMITED 31
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DCI-APPLICATION FORM-RESIDENT.pmd - Finapolis

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