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Schedule IV - Format of due diligence certificate to be given by the Debenture Trustee - Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021Extract 4 [SCHEDULE IV FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE Part A [See Regulation 40(1)(a)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING OF DRAFT OFFER DOCUMENT AND BEFORE OPENING OF THE ISSUE To, Stock Exchange Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows: (1) We have examined documents pertaining to the said issue and other such relevant documents, reports and certifications. (2) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents, reports and certifications, WE CONFIRM that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued. (b) The issuer has obtained the permissions / consents necessary for creating security on the said property (ies). (c) The issuer has made all the relevant disclosures about the security and also its continued obligations towards the holders of debt securities. (d) Issuer has adequately disclosed all consents/ permissions required for creation of further charge on assets in offer document/ placement memorandum and all disclosures made in the offer document/ placement memorandum with respect to creation of security are in confirmation with the clauses of debenture trustee agreement. (e) Issuer has disclosed all covenants proposed to be included in debenture trust deed (including any side letter, accelerated payment clause etc.), in the offer document/ placement memorandum. (f) Issuer has given an undertaking that charge shall be created in favour of debenture trustee as per terms of issue before filing of listing application. PLACE: DATE: DEBENTURE TRUSTEE TO THE ISSUE WITH HIS RUBBER STAMP Part B [See Regulation 40(2)(a) and Regulation 44(3)(a)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE AT THE TIME OF FILING OF LISTING APPLICATION BY ISSUER To, Stock Exchange Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows: (1) We have examined documents pertaining to creation of charge over assets of Issuer. (2) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents, reports and certifications, WE CONFIRM that: (a) The Issuer has created charge over its assets in favour of debenture trustee as per terms of offer document/ placement memorandum and debenture trustee agreement. (b) Issuer has executed the debenture trust deed as per the terms of offer document/ placement memorandum and debenture trustee agreement. (c) The Issuer has given an undertaking that charge shall be registered with Sub-registrar, Registrar of Companies, Central Registry of Securitization Asset Reconstruction and Security Interest (CERSAI), Depository etc., as applicable, within 30 days of creation of charge. The issuer has made all the relevant disclosures, which are true, fair and adequate, including that about the security and also its continued obligations towards the holders of debt securities. PLACE: DATE: DEBENTURE TRUSTEE TO THE ISSUE WITH HIS RUBBER STAMP ] ************* NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, Regulation 40 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 before it was read as, Regulation 44(3) 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/190 dated 08-07-2024 before it was read as, SCHEDULE IV FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE [See 1 [Regulation 40(a)] and 2 [Regulation 44(3)(a)]] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE BEFORE OPENING OF THE ISSUE To, 3 [ STOCK EXCHANGE / ] SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows: (1) We have examined documents pertaining to the said issue and other such relevant documents. (2) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents, WE CONFIRM that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued. (b) The issuer has obtained the permissions / consents necessary for creating security on the said property (ies). (c) The issuer has made all the relevant disclosures about the security and also its continued obligations towards the holders of debt securities. (d) All disclosures made in the offer document with respect to the debt securities are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. PLACE: DATE: DEBENTURE TRUSTEE TO THE ISSUE WITH RUBBER STAMP
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