Policy for transfer of unclaimed amounts of Non- Convertible Debentures (“NCDs”) and filing of Claims thereof from escrow account

1. Purpose and Objectives

This policy is primarily framed for Kinara Capital Private Limited (formerly known as Visage Holdings and Finance Private Limited) (“Company”) in accordance with the Securities Exchange Board of India (“SEBI”) Circular SEBI/HO/DDHS/DDHS-RAC- 1/P/CIR/2023/176 dated November 08, 2023 (“Circular”) according to which listed entities who have issued listed non-convertible securities shall lay out inter-alia appropriate procedures for specifying the process to be followed by investors for claiming their unclaimed amounts transferred by the Company to an escrow account w.r.t the non-convertible securities. This policy applies to all existing and past holders of non-convertible securities issued by the Company.

2. Definitions

Capitalized terms used herein but not defined anywhere in the Policy shall have the meaning as prescribed to it in the Circular.

1. Escrow Account means an escrow account opened by the Company in any scheduled bank.
2. IEPF means the ‘Investor Education and Protection Fund’ constituted in terms of section 125 of the Companies Act, 2013.
3.  Investors means the holders of listed non-convertible securities of the Company.
4. Nodal Officer means shall be the person responsible for handling the queries received from Investors, SEBI, Stock Exchange(s) and Depositories as authorized and designated by the board of directors of the Company in accordance with the applicable laws.
5. Unclaimed Amount refers to the interest / principal amount which is due for payment but has not been claimed by the respective Investor(s) within the stipulated period.
6. RTA refers to the Registrar and Share Transfer Agent of the Company. 
7. SEBI stands for Securities and Exchange Board of India.
8. Listing Regulations shall refer to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
9. BENPOS refers to the beneficiary position statement as received from the RTA of the Company on a record date.
10. Client Master List (“CML”) refers to a document issued by the depository participant (DP) of your Demat account.

3. Applicability

This policy provides framework for:

• dealing with unclaimed interest and redemption amounts, if any arising out of issue of Non-Convertible Debentures (NCDs);
• ensuring all claims in relation to unclaimed amounts raised by the Investors are resolved on time; and
• ease of access to information and documents required to claim the unpaid/unclaimed amount of interest or/and redemption amount on maturity on NCDs or both which they are entitled to claim as per extant regulations.

4. Transfer of Unclaimed Amounts

1. The Company shall make all the payments due to the respective Investor(s) as per the BENPOS received from RTA on the due date of payment as per the terms of the Disclosure Documents, as the case may be. 
2. In case the payment so made to the respective Investor(s) on the due date fails due to any of the following reason(s):
   1. Dormant / NRE bank account provided by the investor(s)
   2. Missing Bank account details of the Investor(s)
   3. Incorrect/missing IFSC code 
   4. Mismatch of name of the investor & name of the bank account holder
   5. Any other reason

Then, the Company shall reach out to the Investor via telephone and email as available in the records of the Company, for the missing/incorrect details, if the Investor is not reachable, the Company shall issue a demand draft or cheque in favour of the respective Investor(s) and the same shall be sent to the registered address of the respective Investor(s) as available in the BENPOS on the payment date and keep a record of the speed post/courier details.

1. In case the demand draft or cheque returns unclaimed to the Company due to any of the following reasons:
   1. Addressee not found
   2. Addressee refused to collect the package
   3. Door locked
   4. Any other reason
      
      As per Regulation 61A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) the Company shall transfer all interest/ principal amount due to such investor(s) to the Escrow Account, within 7 (seven) days from the date of expiry of the period of 30 (thirty) days of the amounts becoming due i.e. within 37 days.
      
      However, in order to prevent any default, the Company shall transfer all interest/ principal amount due to such investor(s) to separate escrow account maintained with a scheduled commercial on Due Date of Payment in accordance with SEBI/HO/DDHS/DDHS-PoD-3/P/CIR/2024/160 Circular dated November 18, 2024.
2. It may be noted that the amount so transferred to the Escrow Account shall not bear any interest.
3. The Company shall publish a list containing the names of the Investor(s) and their respective amount(s) lying unclaimed on its website within a period of 30 (thirty) days from the date of transfer. Such a list shall also contain search facility for ease of access to the Investor(s).
4. In case any amount is not transferred within the aforesaid period of (37 days), the Company shall pay interest on such amount for the period of default i.e. from the date of default till the date of transfer to the Escrow Account, at the rate of twelve (12) percent per annum or such other rate as may be prescribed, from time to time under the applicable laws. The said interest amount shall accrue to the Investors in proportion to the amount remaining unclaimed.
5. Any amount transferred to the Escrow Account which remains unpaid/unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred to IEPF within a period of 30 (thirty) days. In case a default is made in transferring the amount or part thereof to the IPEF, the listed entity shall be liable to a penalty of INR one lakh and in case of continuing failure, a further penalty of five hundred rupees for each day that the failure continues, subject to a maximum of INR Ten lakh.

5. Nodal Officer

In order to effectively understand and address Investor’s grievances, Nodal Officer has been identified by the Board of Directors of the Company. The Nodal Officer shall be the point of contact for the Investors for grievances, if any, relating to their claim, SEBI, Stock Exchange(s) and Depositories. 

Details of Nodal officer:

Name of the Nodal Officer: Dimple J Shah
Designation: Company Secretary
Phone No: +91 9538382489
Email: [email protected]
Address: 50, Second Floor, 100 Feet Road, HAL II Stage, Indiranagar, Bengaluru, Karnataka 560038

6. Process and Submission of Claim by the Investors

An investor who intends to claim any unclaimed interest/redemption amount, he is required to submit to the Company the below documents:

1. In case claim is being submitted by the Investor:
   • Request Letter (Refer Annexure A)
   • Self-attested KYC documents
   • For institutional Investors constitutional documents and scanned copy (PDF/ JPG Format) of the relevant board resolution/authority letter, etc by Authorized Signatories.
   • Certified copy of the updated Client Master List (CML) with revised/correct bank details.
   • Cancelled cheque from the same bank account which is getting reflected in the revised CML.
   • An indemnity bond (Refer Annexure B) on non-judicial stamp paper of as applicable.
2. In case claim is being submitted by the legal heir/ nominee of the Investor:
   • Request Letter (Refer Annexure A).
   • Self-attested copy of the PAN Card and Aadhaar Card.
   • Notarized copy of Death Certificate of the deceased holder.
   • Certified copy of the updated Client Master List (CML) with revised/correct bank details.
   • Cancelled cheque from the same bank account which is getting reflected in the revised CML.
   • An indemnity bond (Refer Annexure B) on non-judicial stamp paper of as applicable.
   • Individual Affidavits given each Legal Heir (Annexure C)
     
     Note: The legal heir/ successor/ nominee shall satisfy the conditions/ provisions specified under the SEBI Listing Regulations and circulars issued thereunder, for the transmission of non-convertible securities and/ or the corresponding claim thereon, as applicable.
3. Above is an indicative list of documents required for processing the unclaimed interest/redemption amount. The Company reserves its right to seek additional documents on case-to-case basis as it may deem fit in this connection. The Company shall verify the authenticity of the claim.
   1. Where request submitted by the Investor(s) is defective/ inadequate, the Company may, within 30 (thirty) days from the receipt of Request Letter, call for rectification of the defects or submission of additional documents or provision of clarifications.
   2. The Company shall within 30 (thirty) days of receipt of a request letter as mentioned in Annexure A from an investor(s) or complete information as called upon from the investor(s), remit the payment to the investor(s) using electronic modes of funds transfer.
4. Requests may be rejected due to the following reasons:
   1. Lack of proper and valid annexures required for processing the claim; 
   2. Duplicate claim;
   3. Expiry of time period for submission of proofs; 
   4. false claim.
      
      Hence, Investor(s) are advised to exercise due diligence and care while submitting their claims to the Company.
5. It may be noted that the Investor(s) have an option of refiling the claim to the Company until 7 (seven) years from the date of amount being due.

7. Time Frame for Claiming the Amount

Investors should claim the amount of unclaimed interest/ principal upon maturity within 7 (seven) years from the due date of the payment. After 7 (seven) years, the amount shall be transferred to IEPF.

8. Transfer to IEPF

The Company having unclaimed amounts in the Unclaimed Account for more than 7 years shall transfer the unclaimed amounts of the investors to IEPF, in compliance with the provisions of the Companies Act, 2013 read with IEPF Rules.

In case of an investor has not claimed interest/redemption amount and which has been transferred to IEPF, the same can be claimed by following the indicative procedure: – 

(a) Any investors whose unclaimed interest/redemption etc. has been transferred to IEPF, may apply for refund to the IEPF Authority by submitting an online application in Form lEPF-5 website www.iepf.gov.in along with fee specified by the IEPF Authority, from time to time.

(b) Upon submission, Form IEPF-5 shall be transmitted online to the Nodal Officer of the Company for verification of claim. The claimant after making an application in Form IEPF-5 shall send updated Client Master List along with Indemnity Bond, Advance Receipts, other documents as enumerated in Form No. IEPF-5 duly signed by him, to the Nodal Officer of the Company at its registered office for verification of the claim.

(c) The Nodal Officer shall, within 30 (thirty) days from the date of receipt of claim, send an online verification report to the IEPF Authority after verification of details in Form No. IEPF-5. 

(d) The claim will be verified by the IEPF Authority, and they may request additional documents or information if necessary. 

(e) The IEPF Authority will initiate the refund process if the claim is verified and approved, and the amount will be credited to the claimant’s bank account.

9. Maintenance of records

The Company shall preserve information pertaining to the unclaimed amounts of investors including relevant documentation. The Company shall furnish necessary information, as and when called for by the Board.

10. Disclosure on the Website

1. The Company shall formulate a policy specifying the process to be followed by investors for claiming their unclaimed amounts and said policy shall be displayed on the website
2. The Company shall display the name, designation and contact details of the Nodal Officer on its website. In case there is a change in the Nodal Officer due to any reason, the Company shall designate another person as a Nodal Officer within fifteen days of such change. 
3. The Company, shall, within a period of thirty days of transferring the unclaimed amount to the Escrow Account, upload details on its website as given below:

Name and designation of the Nodal officer: 

Email ID and Phone No:

4. The Company shall display the cumulative details of the number of claims received, processed, pending, etc. on its website.

1. Further, the interest, if any, in the Escrow Account, that accrues to the investor in proportion to his/ her unclaimed amount, may also be disclosed by the listed entity on the website.
2. Any change in the information uploaded on the website shall be updated by the Company by the seventh day of the succeeding month.

11. Review

This Policy shall be reviewed Annually and as and when deemed necessary by the Board of Directors of the Company.

Annexure A

REQUEST LETTER

Date:
To
The Company
Kinara Capital Private Limited (Formerly known as Visage Holdings and Finance Private Limited)
50, Second Floor, 100 Feet Road, HAL II Stage,
Indiranagar, Bengaluru,
Karnataka 560038

Sub: Request for claiming unclaimed principal/ interest amount for Non- Convertible Securities of Kinara Capital Private Limited (formerly known as Visage Holdings and Finance Private Limited)

Ref: Folio No/DP ID ___________& Client ID:____________

Dear Sir / Madam,
I/We, , am/are holding Non-Convertible Securities (“NCSs”) issued by Kinara Capital Private Limited (Formerly known as Visage Holdings and Finance Private Limited) (“the Company”), as per below details:

I/we, wish to inform you that I / We have not claimed / received the interest/ principal amount for Non- Convertible Securities held under ISIN___________which was due on ________.

I/We, request you to kindly release all my unclaimed interest/ principal amount to the bank account as per details provided by me.

Please find enclosed herewith the following documents to enable the Company to process the Unclaimed Amount:

1. Self – attested copy of PAN 
2. Self-attested Copy of Address Proof 
3. Cancelled cheque specifying name of holder or 
4. Updated Client Master List with your revised/correct bank details
5. Indemnity Bond

Request you to process the credit of the unclaimed amount.

Thank You
Yours faithfully

Sign/-
Name of Investor
Address:Contact Details:

Annexure B

INDEMNITY BOND

This is to certify and undertake that I/We have lost/misplaced demand draft as per details given below and the same is not traceable in spite of due and diligent search made by me/us for the same:

Unit: Kinara Capital Private Limited (Formerly known as Visage Holdings and Finance Private Limited) 

Name of the Security holder:

I/We hereby agree to indemnify Kinara Capital Private Limited (Formerly known as Visage Holdings and Finance Private Limited) in the manner herein after stated.

I/We confirm and undertake that I/We have not en-cashed, charged, pledged, created any lien or any sort of encumbrance or otherwise dealt in so as to create any adverse claim upon the amount of the Demand Draft.

Now it is hereby agreed that in consideration of the Company credit the said amount in my bank account no. ………………..with..………………. bank, I/We hereby for myself/ourselves, my/our heir(s), executor(s), administrator(s) and assign(s) agree to indemnify and save Kinara Capital Private Limited (Formerly known as Visage Holdings and Finance Private Limited), and the Directors, Employees and Officers thereof and their respective heir(s), executor(s) and administrator(s) and each of their estates and effects from and against all actions, causes, suits, proceedings, accounts, claims and demands whatsoever and against all damages, costs, charges, expenses and sums of money incurred in respect thereof or in relation to the premises aforesaid.

I/We also undertake that if the aforesaid original Demand Draft is hereafter found, then I/We shall return/surrender the said original Demand Draft to the Company for cancellation.

It is hereby further agreed that I/We hereby undertake to produce and return forthwith to the Company the demand Draft when found or traced and to take all actions, suits and proceedings at our own costs, as the Company shall require for the recovery thereof, or otherwise in relation to the said premises.

IN WITNESS WHERE OF I/WE HERETO HAVE HEREUNTO SET AND SUBSCRIBED OUR RESPECTIVE HAND AT _________________ON_______________DAY OF_______________, _______________

Annexure C

Individual Affidavits to be given by ALL the Legal Heirs OR Legal Heirs named in Succession Certificate*/ Probate of Will*/ Will*/ Letter of Administration*/ Legal Heirship Certificate*(or its equivalent certificate)*/Court Decree*

(For Transmission of securities on death of Sole Holder where NO NOMINATION has been registered) Each Deponent (legal heir) shall sign separate Affidavits.

(To be executed on a non-judicial stamp of appropriate value and Notarized)

I……………………………………Son/ daughter of ………………………………………residing at …………………………….do hereby solemnly affirm that Mr. /Mrs. …………………………..(“the deceased holder”) held the following securities in his / her name as single holder:

That the aforesaid deceased holder died intestate leaving behind him/her, the following persons as the only surviving heirs as per the Succession Certificate/ Legal Heirship Certificate (or its equivalent certificate)/Court Decree dated / according to the Law of Intestate Succession by which he/she was governed at the time of his/her death and without registering any nominee

Or

That the aforesaid deceased holder died leaving behind the following persons as the legatees as per the Will/ Probated Will/ Letter of Administration dated and without registering any nominee. *

A copy of the Succession Certificate*/ Probate of Will*/ Will*/ Letter of Administration*/ Legal Heirship Certificate*(or its equivalent certificate)*/ Court Decree* is attached herewith.

VERIFICATION

I hereby solemnly affirm and state that what is stated herein above is true and correct and nothing has been concealed therein and that we I am competent to contract and entitled to rights and benefits of the abovementioned securities of the deceased.