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Schedule IVA - 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 2 [SCHEDULE IV-A FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE Part A [See Regulation 40(1)(b)] 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) 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. (b) 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. (c) Issuer has given an undertaking that the debenture trust deed shall be executed before the filing of listing application. PLACE: DATE: DEBENTURE TRUSTEE TO THE ISSUE WITH HIS RUBBER STAMP Part B [See Regulation 40(2)(b) and Regulation 44(3)(b)] 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) On the basis of examination of documents pertaining to the issue 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) Issuer has executed the debenture trust deed as per the terms of offer document/ placement memorandum and debenture trustee agreement. (b) The issuer has made all the relevant disclosures, which are true, fair and adequate and also its continued obligations towards the holders of debt securities. PLACE: DATE: DEBENTURE TRUSTEE TO THE ISSUE WITH HIS RUBBER STAMP ] ************* NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/77 dated 11-04-2022 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/190 dated 08-07-2024 before it was read as, 1 [SCHEDULE IVA FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE [See Regulation 40(b) and Regulation 44(3)(b)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE BEFORE OPENING OF THE ISSUE To 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, reports and certifications. 2) On the basis of such examination and the discussions with the issuer, its directors and other officers, other agencies and on independent verification of the various relevant documents, reports and certifications: WE CONFIRM that: a) 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. b) 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. c) Issuer has given an undertaking that debenture trust deed shall be executed before filing of listing application. Place: Date: DEBENTURE TRUSTEE TO THE ISSUE WITH RUBBER STAMP ]
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