Chambal Fertilisers and Chemicals Limited

The Government of India introduced Depository System by passing the Depositories Act, 1997 that came into effect from 20^th September 1995. The Depository System has been introduced mainly with the objective of enhancing the efficiency of capital market and giving benefits to the investors by way of greater efficiency, accuracy, safety in share transaction, improved liquidity in secondary market and much faster transfer of ownership of shares; thus eliminating voluminous and cumbersome paper work involved in the present scrip-based system. The Depository System also helps in achieving paperless trading through electronic mode.

Registrar and Transfer Agent

Zuari Investments Limited
International Trade Tower,
F-Block, 2nd Floor,
Nehru Place,
New Delhi – 110 019

Procedure of conversion from scrip based security to electronic form

You can convert physical share certificates into electronic form through a process of dematerialisation. Similarly an investor can get his electronic shares converted into physical certificate(s) through the process of Rematerialisation. The brief procedure is as follows:

q Opening of an account: You can contact any reputed Depositary Participant (DP) of your area for opening an account with it. The operation of DP is similar to a banking system. However, one account is sufficient for holding of the dematerialised shares of various companies. You can also have multiple accounts with the same DP or different DPs. Similar to a Bank account number, you will get identification number called “Client ID” which is a reference point for all your transactions with the DP.

q Dematerialisation request: While opening an account with the DP, the latter will provide Dematerialisation Request Form (DRF). You would fill-up DRF and submit alongwith the original certificates to be dematerialised to your DP after marking the certificates with the remark “surrendered for dematerialisation”. To see a specimen of DRF, Kindly click here. DP will entertain DRF only if shares are registered in your name. You are advised not to forward the share certificate(s) directly to the Company for dematerialisation.

q Demat confirmation: After verifying the certificates surrendered for Demat, DP surrenders the share certificate(s) and DRF to the concerned company/RTA and a request for confirmation of Demat is also sent through depository to the company. The flow chart given below indicates the process involved in the depository system:

q The company/RTA verifies the DRF and share certificate(s) received from your DP and confirms Demat to Depository, who in turn will confirm to your DP. On receipt of confirmation, the DP will credit your account with equivalent number of shares which you hold in electronic form. Your DP will provide statement of account at regular intervals and update the same after each transaction.

q You can make transactions of sale and purchase of securities in electronic form through any broker registered with any Stock Exchange having connectivity with the concerned depository, after providing the details of your account with your DP, without payment of share transfer stamp duty and the botheration of bad deliveries.

q Corporate Benefits: Corporate benefits like dividend, bonus, rights etc the company directly sends to the investor on the basis of information given by Depository regarding beneficial holding as on the record date or book-closure.

Rematerialisation

Investors holding shares in electronic form can convert their holding of shares in part or full into physical form of share certificates through the process of Rematerialisation. The DP will forward the request for Rematerialisation to the Company/RTA and Company/RTA will issue physical certificates to the investors.

Hypothecation / Pledge of shares

You can hypothecate / pledge your shares held in your account with DP by making an application to the latter.

Freezing your account with DP

In case you do not intend to sell or purchase securities of a particular company and wish that no transaction should be effected in your account, you can advise your DP to freeze your account till further instructions from you.

Benefits of Depository to an Investor

q Simultaneous settlement & transfer of securities in favour of the buyers.

q No stamp duty is payable on transfer. The need to follow-up with the registrar/company for transfers is eliminated.

q No Need to post / carry securities to different locations for settlement purposes and for the registration.

q Immediate transfer of securities in buyers’ name on pay-out day immensely improves liquidity.

q Risk of bad delivery is eliminated.

q Access to securities lending with possible opportunity to earn on idle securities.

q Ability to easily pledge / hypothecate.

q Statement of account eliminates the need to keep a manual account of the securities held and of transactions therein.

q The cost of holding & transacting for securities in dematerialised form is substantially less when compared to securities in paper form.

q Concept of market lot eliminated.

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Transfer of Securities

We recommend the following in the interest of investors:

¨ Investors should buy securities only through recognized share brokers registered with SEBI and also ensure that the broker has affixed his rubber stamp bearing his SEBI Registration No. and date on the reverse of the transfer deed. This would enable you to safeguard your interest in case the securities delivered to you turn out to be bad delivery.

¨ Please ensure to fill in all the columns on the transfer deeds properly and sign the transfer deeds before delivering the same to the Company/RTA for transfer in your favour. The transfer stamps are to be affixed
@ 0.25 % of the market value or the face value which ever is higher of the securities on the date of execution.

¨ Please ensure that the transfer deed is valid when lodged with the Company for transfer. The validity of the transfer deed for listed companies is one year from the date of presentation or the date of book closure first time after the date of presentation, which ever is later. Please see that the date of execution should be after the date of delivery by the broker.

¨ In case the transferor has signed the deed(s) through a constituted attorney, kindly check that the registration number of the Power of Attorney is mentioned on the reverse of the transfer deed(s).

¨ If you are seeking transfer of securities in your favour on the basis of transfer deed(s) signed on your behalf by your constituted attorney, please attach the certified copy of the Power of Attorney, duly notarised and obtain a registration number from the Company. In case you have already registered the said Power of Attorney with the Company, kindly quote the registration number in the forwarding letter.

¨ Kindly mention your complete and correct address with PIN code number to avoid the risk of
non-delivery of the transferred certificate(s)/ dividend warrant(s) etc. Also mention your telephone number and fax number to enable us to contact you immediately in case of minor objections thus obviating the need of returning the securities under objection.

It is better to get the securities registered in joint names to avoid procedural difficulties for
transmission of securities in the unfortunate event of death of the registered holder.

¨ It is advisable to retain the photocopies of the transfer deeds, share certificates, forwarding letter and also the postal registration slip when you lodge the securities with the Company for transfer in your name. This would enable you to make inquiry about the transfer of securities and expeditious disposal of the same by the Company.

¨ If the transferor is a non-resident, the transfer deed should bear the stamp of the delivering broker regarding RBI approval. In case you are a non-resident, the necessary RBI approval and details of NRE/NRO/FCNR account alongwith name and address of the bank to enable the Company to remit the dividend should accompany the transfer deed(s).

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Nomination facility

Ø The security holders are now entitled to make nomination in favour of any person(s) in the prescribed manner to whom the securities shall vest in the unfortunate event of death of the registered holder. The joint holders may together appoint a person as nominee to whom the securities shall vest in the event of death of all the joint holders. To Download nomination form Kindly click here

Ø Where the nominee is a minor, the security holder(s) may appoint a person to become entitled to securities in the event of death of the security holder(s) during the minority of the nominee.

Ø In the event of death of the registered holder(s), the nominee may elect either to be registered as the holder of the securities or to make transfer of securities as the deceased security holder(s) could have made.

Ø Kindly note that, should you hold the shares in demat form, you are advised to contact your Depositories Participant for appointment/ change of nominee or for transmission of securities on the unfortunate death of the registered holder(s).

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Transmission of securities

Ø The procedure explained herein is applicable in case the deceased security holder(s) made no nomination.

Ø If the securities are held in joint names, the Investor has to submit the attested copy of the death certificate of the deceased holder(s) alongwith all original certificates in respect of the securities, to enable the Company/RTA to delete the name of the deceased holder(s) from its records as well as from the certificates.

Ø Please send the unencashed dividend / debenture interest warrants so that fresh warrant(s) may be issued in lieu thereof.

Ø In case the securities are held in the sole name of the deceased holder, the legal heir / successors are required to send the certified copy of the succession certificate or the probate of the will executed by the deceased holder or the letters of administration, as applicable alongwith the certified copy of the death certificate of the deceased holder and all original certificates.

Ø Where the nominal value of the securities sought to be transmitted does not exceed Rs. 25,000, the legal heirs may execute the indemnity bond, affidavit and deed of relinquishment in the formats available with the Company, in lieu of the succession certificate / probate of the will / letters of administration. This facility varies from Company to Company.

For Downloading the formats, please click here

Please note that, if the securities are held in demat form, you are advised to contact your Depository Participant for transmission of securities held by the deceased registered holder(s).

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Transposition of securities

Ø If the shareholders require a change in the order of their name, a request letter signed by all the joint holder(s) in respect of the entire holding should be sent to the Company/RTA alongwith all original certificates. Kindly note that such requests do not require the execution of a transfer deed(s) or the payment of stamp duty.

Ø For a change in order of name(s) in respect of part holding or addition/deletion of name(s) of one or more joint holder(s) in respective folio, the normal procedure of transfer is to be followed i.e. execution of transfer deed and payment of stamp duty.

Ø In case the securities are held in demat form, you are advised to contact your Depository Participant for transposition of the holding.

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Issue of duplicate certificates

Ø In case of loss of original certificates, kindly immediately lodge a report with the local Police Station, giving details of certificate(s) lost and intimate about the same to the Company alongwith a certified copy of such a report.

Ø The Company shall advise the procedure to be followed and the documents to be submitted for issue of duplicate certificate(s) on receipt of the above intimation.

Ø For replacement of mutilated / torn – out / damaged certificate(s) etc., kindly surrender such certificates to the Company alongwith a request in writing under the signature of security holder(s).

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Consolidation of folios

Ø In case you are holding the securities of the Company in more than one folio in the same name or identical names in the same sequence in case of joint holding, we advise you to get all such holdings consolidated in one folio. This would eliminate multiple communications and would also reduce the risk of loss of dividend / interest warrant(s) etc. in postal transit.

Ø For consolidation of folios, please send us a request in writing under your signature alongwith all original certificate(s). In case securities are held in joint names, all the joint holder(s) should sign the request.

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Consolidation or splitting of certificates

Ø The marketable lot for company’s securities is 100 for shares. If the certificate(s) in respect of your holding are not in marketable lot, you may send us the request in writing, duly signed by the security holder(s), for consolidation/ splitting of certificate(s) into marketable lot alongwith the original certificate(s).

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Change of Name

Your request for change of name as appearing in the records of the Company should be accompanied by the following documents:

1. Individuals

· · A certified copy of notification in Official Gazette or a Newspaper.

· · An affidavit on a stamp paper of appropriate value duly notarised.

· · The new specimen signature duly attested by the Manager of your bank.

2. Companies

· A certified copy of the new Certificate of Incorporation issued by the Registrar of Companies consequent upon Change of Name.

3. Consequent upon marriage/ divorce of a female shareholder

· A certified copy of Marriage Certificate/ Divorce Decree

· New specimen signature duly attested by the Manager of your bank.

In case you hold the securities in demat form, you are advised to contact your Depository Participant in case of any change in your name.

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Change of Address

For change of address, you should send a written request signed by the security holder(s) quoting folio number. Kindly ensure that your signature appearing in such request match with the specimen signature recorded with us.

In case you hold the securities in demat form, you are advised to inform your Depository Participant of any change in your address.

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Incorporation/ Updation of Bank Mandate

You are advised to furnish the details regarding the bank’s name, branch address and the account number, if not already given, to enable us to incorporate the same in your interest/ dividend warrant. This protects you from the risk of fraudulent interception/ encashment of your warrant.

In case of any change in your existing bank mandate, kindly immediately intimate us about it in writing under your signature, quoting folio number, giving details of your new bank’s name, branch address and the account number.

Kindly ensure that your signature appearing on such requests match with the specimen signature recorded with us.

In case you hold the securities in demat form, you are advised to inform your Depository Participant for any change in your bank mandate.

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Dividend

The Company has paid a dividend @ 18% on equity shares for the financial year ended 31st March 2007.

In case you have not received your dividend warrant for any of the previous financial year(s), kindly intimate us of the same, quoting your folio number or Client ID and DP ID number, in case the shares are held in demat form.

Unclaimed dividends of the earlier years are required to be transferred by the Company to a Special Fund established by the Central Government, after the expiry of seven years from the date of transfer of
unpaid/ unclaimed dividend to the separate dividend account of the Company. Please note that no claim shall lie against the Company in respect of any unclaimed amount transferred to such Fund. The unclaimed dividend for the financial year 1994–95,1995-96, 1996-97, 1997-98, 1998-1999 & 1999-2000 has been transferred to Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2000-01 will be transferred to Investor Education and Protection Fund by the second week of October-2008.

In case you have any unclaimed/ unpaid dividend in respect of past financial years, kindly write to us with details for issue of duplicate dividend warrant(s).

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Debenture Interest

The Company has redeemed its 15% Non Convertible Debentures (NCDs) and paid the debenture interest on due dates i.e. on 1st January and 1st July of each year. The unpaid and unclaimed debenture interest for the period from 1.1.94 to 31.12.2000 has been transferred to Investor Education and Protection Fund of the Central Govt.as the period of 7 years has already elapsed. If you have not received the earlier interest payments on the NCDs held by you, kindly inform us immediately for issue of duplicate interest warrant(s). Please note that each debenture interest will be transferred to the Investor Education and Protection Fund of the Central Govt. after the expiry of 7 years from the date they became due for payment.

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Redemption of NCDs

As per the terms of issue, redemption of NCDs was to be effected in three equal annual installments at the end of 7^th, 8^th and 9^th years from the date of allotment. Allotment of 2,12,00,000 NCDs of Rs. 100 each was made in two tranches as per details given below:

No. of NCDs	Date of Allotment
1,97,21,678	2^nd July, 1993
14,78,322	23^rd September , 1993

Accordingly, all installments of redemption in respect of 2,12,00,000 NCDs were paid on 2^nd July & 23^rd September in the years 2000, 2001 & 2002. In case you have not received any of the debenture interest and the redemption warrant so far, please write to us immediately with full details i.e. folio number, number of NCDs held and their distinctive numbers, etc.

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Fixed Deposits

Your Company also accepts deposits from the investors. The highlights of the deposit schemes of the Company are as under:

SCHEME `A' SCHEME `B'