«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»
Refund Orders/Allocation Advice/CANs would be mailed at the address of the Bidder as per the Demographic Details received from the Depositories. Bidders may note that delivery of refund orders/allocation advice/CANs may get delayed if the same once sent to the address obtained from the depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that any such delay shall be at the Bidders sole risk.
In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum and articles of association and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, the Company and the Selling Shareholder reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
In case of Bids made pursuant to a power of attorney by FIIs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be lodged along with the Bid-cum-Application Form. Failing this, our Company and the Selling Shareholder reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
In case of Bids made by insurance companies registered with the Insurance Regulatory and Development Authority, a certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
In case of Bids made by provident funds with minimum corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.
We and the Selling Shareholder, in our absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid-cum-Application Form, subject to such terms and conditions that we, the Selling Shareholder and the BRLMs may deem fit.
Bids by NRIs or FIIs on a Repatriation Basis
1. Eligible NRIs / FIIs Bidders can obtain the Bid-cum-Application Forms from the BRLMs or the members of the Syndicate.
2. NRI / FII Bidders may please note that only such Bids as are accompanied by payment in free foreign exchange through approved banking channels shall be considered for allocation under the NRI category.
3. The NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bidcum-Application form meant for Resident Indians (white in colour) and shall not use the forms meant for reserved categories, and transfer, if any, would be on non-repatriation basis.
Bids and Revision to Bids must be made a. On the Bid-cum-Application Form or the Revision Form, as applicable, (blue in colour), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.
b. In a single name or joint names (not more than three).
c. NRIs - For a minimum of [•] Equity Shares and in multiples of [•] thereafter subject to a maximum of Rs.
50,000 for the Bid to be considered as part of the Retail Portion. Bids for Rs. 50,001or more would be considered under Non Institutional Category for the purposes of allocation; FIIs – for a minimum of [•] Equity Shares and in multiples of [•] thereafter subject to a maximum of 10% of equity share Capital of our Company;
for further details please refer to the section titled “Offer Procedure - Maximum and Minimum Bid Size” on page 193 of this Draft Red Herring Prospectus.
d. In the names of individuals or in the names of FIIs or in the names of Foreign Venture Capital Fund, Multilateral and Bilateral Development Financial Institutions but not in the names of minors, firms or partnerships, foreign nationals or their nominees or Pursuant to the Circular bearing no. A.P. (DIR Series) Circular No. 16 dated October 4, 2004 issued by RBI, Government of India has decided to dispense with the requirement of obtaining prior approval of the Government (FIPB) in respect of transfer of shares, by way of sale, from residents to non-residents (including transfer of subscriber’s shares) of an Indian company in sectors other than financial service sector (i.e. Banks, NBFCs and Insurance) provided that (i) the activities of the investee company are under automatic route under the FDI Policy; (ii) such transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997; (iii) the nonresident shareholding after the transfer, complies with the sectoral limits under the FDI Policy; and (iv) the price at which the transfer takes place is in accordance with the pricing guidelines prescribed by SEBI / RBI. In the present Offer, all the above conditions are met with, and there is no requirement to obtain any prior approval of FIPB.
We have received a “no-objection” letter from the RBI for the participation of Non-resident investors to acquire Equity Shares in the Offer pursuant to its letter no. [•] dated [•]. The final permission of the RBI of acquisition of shares is to be received on completion of certain filing requirements. Subject to obtaining such approvals, it will not be necessary for the investors to seek separate permission from the FIPB/RBI for this specific purpose. However, it is to be distinctly understood that there is no reservation for NRIs and FIIs and all NRI and FII applicants will be treated on the same basis with other categories for the purpose of transfer/ allocation.
Transfer of Equity Shares to NRIs and FIIs shall be subject to FIPB and RBI approval or any other requisite approvals as may be necessary. Sale proceeds of such investment in Equity Shares will be allowed to be repatriated along with the income thereon subject to the permission of the RBI and subject to Indian Tax Laws and regulations and any other applicable laws provided the investments are made by inward remittances from outside India through approved banking channels or out of funds held in NRE (Non-Resident External) or FCNR (Foreign Currency Non-Resident) Accounts.
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and / or commission. In case of Bidders who remit money payable upon submission of the Bid-cum-Application Form or Revision Form through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid-cum-Application Form.
We will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.
We, the Selling Shareholder, the BRLMs and the Syndicate Members shall open an Escrow Account(s) with the Escrow Collection Bank(s) for the collection of the Bid Amount payable upon submission of the Bid-cum-Application Form and for amounts payable pursuant to allocation in the Offer. Each Bidder shall draw a cheque or demand draft for the
amount payable on the Bid and/or on allocation as per the following terms:
Payments into escrow account for the Offer
• The Bidders for whom the applicable margin is equal to 100% shall, with the submission of the Bid cum Application Form draw a payment instrument for the Bid Amount in favour of the Escrow Account and submit the same to the members of the Syndicate.
• In case no Margin Amount has been paid by the Bidders during the Bidding Period, on receipt of the CAN, an amount equal to Offer Price multiplied by the Equity Shares allocated to the Bidder, shall be paid by the Bidders into the Escrow Account within the period specified in the CAN which shall be subject to a minimum period of two days from the date of communication of the allocation list to the Syndicate Member(s) by the BRLM.
• The payment instruments for payment into the Escrow Account of the Company should be drawn in favour of:
In case of Resident Bidders: "Escrow Account - JHPL Offer For Sale" In case of Non Resident Bidders: "Escrow Account - JHPL Offer For Sale - NR."
In case of Permanent Employees and Directors of the Company and JAL: "Escrow Account - JHPL Offer For Sale - Employees" In case of shareholders of JAL and Jaypee Hotels Limited: "Escrow Account - JHPL Offer For Sale Shareholders"
• In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency NonResident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of a Non-Resident Ordinary (NRO) Account of a Non-Resident bidder bidding on a repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR Account.
• In case of Bids by FIIs, the payment should be made out of funds held in a Special Rupee Account along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting the Special Rupee Account.
• Where a Bidder has been allocated lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to the Bidder from the Escrow Account.
• The monies deposited in the Escrow Account will be held for the benefit of the Bidders till the Designated Date.
• On or after the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms of the Escrow Agreements into the Offer for Sale Account with the Bankers to the Offer.
• No later than 15 days from the Bid/ Offer Closing Date, the Escrow Banker shall refund all amounts payable to unsuccessful Bidder and also the excess amount paid by Bidding, if any, after adjusting for allocation to Bidders Payments should be made by cheque, or demand draft drawn on any Bank (including a Co-operative Bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ Stockinvest/Money orders/ Postal orders will not be accepted Payment by Stockinvest In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003 the option to use the stock invest instruments in lieu of cheques or bank demand drafts for payment of bid money has been withdrawn.
Submission of Bid-Cum-Application Form All Bid-cum-Application Forms or Revision Forms duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. Member of the Syndicate may at its sole discretion waive the requirement of payment at the time of submission of the Bid-cum-Application Form and Revision Form.
Separate receipts shall not be issued for the money payable on the submission of Bid-cum-Application Form or Revision Form. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bid-cum-Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip.
This acknowledgement slip will serve as the duplicate of the Bid-cum-Application Form for the records of the Bidder.
Other Instructions Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favour of the Bidder whose name appears first in the Bid-cum-Application Form or Revision Form (“First Bidder ”). All communications will be addressed to the First Bidder and will be despatched to his or her address.
Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same.
In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.
Bids made by Employees both under Employee Reservation Portion as well as in the Net Issue shall not be treated as multiple Bids.
The Selling Shareholder and we reserve the right to reject, in our absolute discretion, all or any multiple Bids in any or all categories.