Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2023 - SEBI/LAD-NRO/GN/2023/135 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 3rd July, 2023 SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF NON-CONVERTIBLE SECURITIES) (SECOND AMENDMENT) REGULATIONS, 2023 No. SEBI/LAD-NRO/GN/2023/135 .─In exercise of the powers conferred under section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 , namely: - 1. These regulations may be called the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2023. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, (1) in regulation 2, (a) in sub-regulation (1), (i) after clause (s) and before clause (t), the following clause (sa) shall be inserted, namely (sa) key managerial personnel means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 (18 of 2013); ; (ii) in clause (bb), the words and symbol including a shelf placement memorandum, shall be omitted; (iii) after clause (ii) and before clause (jj), the following clause (iia) shall be inserted, namely (iia) senior management shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer; ; (iv) clause (jj) shall be omitted; and (v) clause (pp) shall be omitted; (2) in regulation 45, (a) in sub-regulation (1), (i) in clause (a), the words Schedule II shall be substituted with the words Schedule I ; and (ii) in sub-regulation (3), the words and tranche placement memorandum shall be deleted. (3) regulation 47 shall be omitted; (4) in regulation 50 , in sub-regulation (3), in clause (a), the words Schedule II shall be substituted with the words Schedule I ; (5) after Chapter V and before Chapter VI, the following shall be inserted, namely Chapter VA ISSUANCE AND LISTING OF NON-CONVERTIBLE SECURITIES ISSUED ON A PRIVATE PLACEMENT BASIS Filing of general information document and key information document 50A. (1) An issuer making a private placement of non-convertible securities, and seeking listing thereof on stock exchange(s), shall file a general information document with the stock exchange(s), which shall contain the following disclosures, namely, - (a) disclosures specified in Schedule I of these regulations; (b) disclosures specified in the Companies Act, 2013 (18 of 2013), as applicable; and (c) additional disclosures as may be specified by the Board: Provided that the provisions of this regulation shall be applicable on a comply or explain basis until March 31, 2024 and on a mandatory basis thereafter: Provided further that issuers making second or subsequent offers of non-convertible securities, during the validity of the shelf placement memorandum filed prior to the date of this regulation coming into force, shall not be required to file the general information document for such second or subsequent issuances so long as the key information document is filed in accordance with these regulations: Provided further that an issuer that has filed a shelf prospectus in case of public issue under these regulations and subsequently intends to issue non-convertible securities on a private placement basis and seeks listing thereof, within the validity period of such shelf prospectus, shall not be required to file a general information document so long as the key information document is filed in accordance with these regulations. Explanation I . For the purposes of this regulation, comply or explain means that the issuer shall endeavour to comply and achieve full compliance, by filing a general information document instead of a placement memorandum for private placement of non-convertible securities sought to be listed, until March 31, 2024. In case the entity is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such non-compliance or partial compliance, and the steps initiated to achieve full compliance, in such form and manner as may be specified by the Board from time to time. Explanation II. Nothing in this regulation shall exempt an entity undertaking a scheme of arrangement, under regulation 37 or regulation 59A or both of the listing regulations, from the filing of a general information document under sub-regulation (1), to be filed by the resultant entity, post implementation of such scheme of arrangement. Explanation III. For the purposes of this regulation, shelf placement memorandum means a placement memorandum in relation to the first issuance of non-convertible securities issued on a private placement basis, issued prior to this regulation coming into force and valid as on the date of this regulation coming into force. (2) The general information document shall be valid for a period of one year from the date of opening of the first offer of non-convertible securities made under that general information document. (3) In respect of a second or subsequent offer of non-convertible securities, during the period of validity of that general information document under sub-regulation (2), no further general information document shall be required to be filed. (4) The general information document may indicate the size of the issue i.e., the amount of monies which the issuer proposes to raise during the period of validity of the general information document. (5) An issuer making a private placement of second or subsequent offer of non-convertible securities, during the validity of the general information document or a shelf prospectus or a shelf placement memorandum, as the case may be, shall file a key information document for each such second or subsequent offer of non-convertible securities, with the stock exchange(s). (6) The key information document shall contain the following information: (a) details of the offer of non-convertible securities in respect of which the key information document is being issued; (b) financial information, if such information provided in the general information document is more than six months old; (c) material changes, if any, in the information provided in the general information document; (d) any material developments not disclosed in the general information document, since the issue of the general information document relevant to the offer of non-convertible securities in respect of which the key information document is being issued; and (e) disclosures applicable in case of private placement of non-convertible securities as specified in schedule I, in case the second or subsequent offer is made during the validity of the shelf prospectus for which no general information document has been filed. Explanation . For the purpose of this regulation, material shall mean anything which is likely to impact an investor s informed investment decision. (7) The disclosures made under this regulation shall be made on the websites of stock exchange(s) where such securities are proposed to be listed and shall be made available for download in PDF or any other format as may be specified by the Board. (8) The issuer shall ensure that the audited financial statements disclosed under this regulation are not more than six months old from the date of filing draft placement memorandum or the issue opening date, as applicable: Provided that issuers: (a) whose non-convertible securities or specified securities are listed on recognised stock exchange(s), who are in compliance with the listing regulations, or (b) who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, may disclose unaudited financial information instead of audited financial statements for the interim period in the format as specified under the listing regulations, along with the limited review report, as filed with the stock exchange(s), subject to necessary disclosures, including risk factors, in this regard. CHAPTER V B REQUIREMENTS FOR LARGE CORPORATES 50B. (1) A listed entity, fulfilling the criteria as may be specified by the Board, shall be considered as a Large Corporate . (2) Such Large Corporates shall comply with the conditions or requirements, as may be specified by the Board from time to time. (6) In Chapter VI , in regulation 51 , after sub-regulation (1) and before sub-regulation (2), the following shall be inserted, namely (1A) An issuer that has filed a general information document under these regulations and subsequently intends to issue commercial paper and seeks listing thereof, during the validity period of such general information document, shall file a key information document with the disclosures as may be specified by the Board. (1B) An issuer that has filed a shelf prospectus in case of public issue under these regulations and subsequently intends to issue Commercial Paper and seeks listing thereof, during the validity period of such shelf prospectus, shall not be required to file a general information document so long as the key information document is filed in accordance with these regulations. (7) Schedule I shall be substituted with the following, namely SCHEDULE I DISCLOSURES FOR ISSUE OF SECURITIES [See Regulation 25(4), Regulation 28(2), Regulation 28(5), Regulation 41(3), Regulation 45(1) and Regulation 50(3)] An issuer seeking to list its non-convertible securities on a recognized stock exchange issued by way of a public issue or private placement, shall make the disclosures specified in this schedule. 1. Instructions: 1.1. All information shall be relevant and updated as on the date of the offer document. The source and basis of all statements and claims shall be disclosed. Terms such as market leader , leading player , etc. shall be used only if these can be substantiated by citing a reliable source. 1.2. Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. 1.3. There shall be no forward-looking statements that cannot be substantiated. 1.4. Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5. For currency of presentation, only one standard financial unit shall be used. 2. Interpretation: 2.1. In the case of public issuance of non-convertible securities, all references to non-convertible securities in this Schedule shall refer to debt securities and nonconvertible redeemable preference shares. 2.2. In the case of public issuance of non-convertible securities, all references to issue document shall mean the offer document. 2.3. In the case of a private placement of non-convertible securities, all references to issue document shall mean the placement memorandum or the general information document, as the case may be. 3. Disclosures 3.1. The disclosures stipulated herein are applicable to public issuance and private placement of non-convertible securities, unless specified otherwise. 3.2. The front page of the issue document shall contain the following information: (a) Name of the issuer, its logo (if any), corporate identity number, permanent account number, date and place of incorporation, latest registration/identification number issued by any regulatory authority which regulates such issuer (i.e., Reserve Bank of India, Insurance Regulatory Development Authority of India etc.), if applicable, address of its registered and corporate offices, telephone number, website address and e-mail address. (b) Name, telephone number, email address of compliance officer, company secretary, chief financial officer and promoters. (c) Name, addresses, logo, telephone numbers, email addresses and contact person of (wherever applicable): Debenture Trustee, Lead Manager(s), ( applicable in case of public issue ) Statutory Auditors, Credit Rating Agencies, and Such other persons as may be specified. (d) A disclosure that a copy of the issue document has been delivered for filing to the Registrar of Companies as required under sub-section (4) of Section 26 of Companies Act, 2013 (18 of 2013). (e) Date of the issue document and type of issue document. (f) The nature, number, price and amount of securities offered, and issue size (base issue or green shoe), as may be applicable. (g) The aggregate amount proposed to be raised through all the stages of offers of nonconvertible securities made through the shelf prospectus under section 31 of the Companies Act, 2013 (18 of 2013) (applicable in case of public issue). (h) The name, logo and address of the registrar to the issue, along with its telephone number, fax number, website address and e-mail address. (i) The issue schedule: (i) date of opening of the issue; (ii) date of closing of the issue; (iii) date of earliest closing of the issue, if any. (j) The credit rating (cross reference of press release to be provided) of the security along with all the ratings obtained by the issuer for that security. (k) The name(s) of the stock exchanges where the securities are proposed to be listed. (l) The details of eligible investors (applicable in case of private placement). (m) Coupon/dividend rate, coupon/dividend payment frequency, redemption date, redemption amount and details of debenture trustee. (n) Details about underwriting of the issue including the amount undertaken to be underwritten by the underwriters. (o) Inclusion of a compliance clause in relation to electronic book mechanism and details pertaining to the uploading the issue document on the Electronic Book Provider Platform (applicable in case of private placement). 3.3. Following disclosure shall be contained in the other pages of the issue document: 3.3.1. Issuer s Absolute Responsibility: The following clause on Issuer s Absolute Responsibility shall be incorporated in a box format: The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this issue document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading. 3.3.2. Details of Promoters of the Issuer: (a) A complete profile of all the promoters, including their name, date of birth, age, personal addresses, educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph, permanent accountant number. (b) A declaration confirming that the permanent account number, Aadhaar number, driving license number, bank account number(s) and passport number of the promoters and permanent account number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft issue document. 3.3.3. Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue, and a declaration that the rating is valid as on the date of issuance and listing. Such press release shall not be older than one year from the date of opening of the issue. 3.3.4. Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of in-principle approval for listing obtained from these stock exchange(s). 3.3.5. If non-convertible securities are proposed to be listed on more than one stock exchange(s) then the issuer shall specify the designated stock exchange for the issue. The issuer shall specify the stock exchange where the recovery expense fund is being or has been created, as specified by the Board. 3.3.6. The following details regarding the issue to be captured in a table format under Issue Schedule , as set out below: Particulars Date Issue Opening Date Issue Closing Date Pay In Date Deemed Date of Allotment 3.3.7. Name, logo, addresses, website URL, email address, telephone number and contact person of: (a) Legal counsel, (if any) (b) Merchant banker and Co-managers to the issues, ( Not applicable for private placement. However, if appointed, to be disclosed ) (c) Legal advisor, (applicable in case of public issue) (d) Bankers to the issue, (applicable in case of public issue) (e) Sponsor bank, (applicable in case of public issue) (f) Guarantor, if any (g) Arrangers, if any. 3.3.8. About the Issuer The following details pertaining to the issuer: (a) Overview and a brief summary of the business activities of the issuer; (b) Structure of the group; (c) A brief summary of the business activities of the subsidiaries of the issuer; (d) Details of branches or units where the issuer carries on its business activities, if any; (e) Project cost and means of financing, in case of funding of new projects. 3.3.9. Expenses of the Issue : Expenses of the issue along with a break up for each item of expense, including details of the fees payable to separately as under (in terms of amount, as a percentage of total issue expenses and as a percentage of total issue size), as applicable: (a) Lead manager(s) fees, (b) Underwriting commission, (c) Brokerage, selling commission and upload fees, (d) Fees payable to the registrars to the issue, (e) Fees payable to the legal Advisors, (f) Advertising and marketing expenses, (g) Fees payable to the regulators including stock exchanges, (h) Expenses incurred on printing and distribution of issue stationary, (i) Any other fees, commission or payments under whatever nomenclature. 3.3.10. Financial Information: (a) The audited financial statements (i.e. profit and loss statement, balance sheet and cash flow statement) both on a standalone and consolidated basis for a period of three completed years, which shall not be more than six months old from the date of the issue document or issue opening date, as applicable. Such financial statements shall be should be audited and certified by the statutory auditor(s) who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India ( ICAI ). However, if the issuer, being a listed REIT/listed InvIT, has been in existence for a period of less than three completed years, and historical financial statements of such REIT/InvIT are not available for some portion or the entire portion of the reporting period of three years and the interim period, the combined financial statements shall be disclosed for the periods for which such historical financial statements are not available. (b) Listed issuers (whose debt securities or specified securities are listed on recognised stock exchange(s)) in compliance with the listing regulations, may disclose unaudited financial information for the interim period in the format as specified therein with limited review report in the issue document, as filed with the stock exchanges, instead of audited financial statements for the interim period, subject to making necessary disclosures in this regard in issue document including risk factors. (c) Issuers other than REITs/ InvITs desirous of issuing debt securities on private placement basis and who are in existence for less than three years may disclose financial statements mentioned at (a) above for such period of existence, subject to the following conditions: (i) The issue is made on the Electronic Book Platform of the stock exchange, irrespective of the issue size; and (ii) In case of issue of securities on a private placement basis, the issue is open for subscription only to qualified institutional buyers. (d) report along with the requisite schedules, footnotes, summary etc. (e) Key operational and financial parameters on consolidated and standalone basis. For Non-Financial Sector Entities: Standalone basis: Balance Sheet Property, Plant and Equipment (including Capital Work in Progress and Investment Property) Intangible Assets (including Intangible Assets under Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) Borrowings (including interest) Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital and Other Equity) Total Equity and Liabilities Profit and Loss Total revenue from operations Other Income Total Income Total Expenses Profit/ loss for the period Other Comprehensive income Total Comprehensive Income Earnings per equity share: (a) basic; and (b) diluted Cash Flow Net cash (used in)/ generated from operating activities (A) Net cash (used in)/ generated from investing activities (B) Net cash (used in)/ generated from financing activities (C) Net Increase/ (decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Cash and cash equivalents at end of the period Consolidated basis: Balance Sheet Property, Plant and Equipment (including Capital Work in Progress and Investment Property) Intangible Assets (including Intangible Assets under Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) - Borrowings (including interest) - Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital and Other Equity) Total Equity and Liabilities Profit and Loss Total revenue from operations Other Income Total Income Total Expenses Profit / loss for the period Other Comprehensive income Total Comprehensive Income Earnings per equity share: (a) basic; and (b) diluted Cash Flow Net cash (used in)/ generated from operating activities (A) Net cash (used in) / generated from investing activities (B) Net cash (used in)/ generated from financing activities (C) Net Increase/ (decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Cash and cash equivalents at end of the period Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales Earnings before interest, taxes, depreciation, and amortization Earnings before interest and taxes Dividend amounts Debt equity ratio Debt service coverage ratio Interest service coverage ratio Current ratio Long term debt to working capital Current liability ratio - current liabilities/ non-current liabilities Total debts to total assets For Financial Sector Entities: Standalone basis: For financial sector entities, unless otherwise specified by concerned sectoral regulator, key operational parameters shall be as per the format specified below: Particulars BALANCE SHEET Assets Property, Plant and Equipment Financial Assets Non-financial Assets excluding property , plant and equipment Total Assets Liabilities Financial Liabilities -Derivative financial instruments -Trade Payables -Debt Securities -Borrowings (other than Debt Securities) -Subordinated liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income Total Income Total Expense Profit after tax for the year Other Comprehensive income Total Comprehensive Income Earnings per equity share (Basic) Earnings per equity share (Diluted) Cash Flow Net cash from / used in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans Loans (Principal Amount) Total Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans % Stage 3 Loans on Loans(Principal Amount) % Net Stage 3 Loans on Loans (Principal Amount) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) Consolidated basis: Particulars BALANCE SHEET Assets Property, Plant and Equipment Financial Assets Non-financial Assets excluding Property , Plant and Equipment Total Assets Liabilities Financial Liabilities -Derivative financial instruments -Trade Payables -Other Payables -Debt Securities -Borrowings (other than Debt Securities) -Deposits -Subordinated liabilities -Lease liabilities -Other financial liabilities Non-Financial Liabilities -Current tax liabilities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Non-controlling interest Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income Total Income Total Expenses Profit after tax for the year Other Comprehensive Income Total Comprehensive Income Earnings per equity share (Basic) Earnings per equity share (Diluted) Cash Flow Net cash from / used in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans Total Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans (f) Details of any other contingent liabilities of the issuer, based on the latest audited financial statements including amount and nature of liability. (g) The amount of corporate guarantee or letter of comfort issued by the issuer along with details of the counterparty (viz. name and nature of the counterparty, whether a subsidiary, joint venture entity, group company etc.) on behalf of whom it has been issued. 3.3.11. A brief history of the issuer since its incorporation giving details of its following activities: (a) Details of Share Capital as at last quarter end: Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital (b) Changes in its capital structure as at last quarter end, for the preceding three financial years and current financial year: Date of Change (Annual General Meeting/ Extraordinary General Meeting) Particulars (c) Details of the equity share capital for the preceding three financial years and current financial year: Date of Allotment Number of Equity Shares Face Value Issue Price Consideration (Cash, other than cash, etc.) Nature of Allotment Cumulative Remarks Number of Equity Shares Equity Share Capital Equity Share Premium (d) Details of any acquisition of or amalgamation with any entity in the preceding one year. (e) Details of any reorganization or reconstruction in the preceding one year: Type of Event Date of Announcement Date of Completion Details (f) Details of the shareholding of the company as at the latest quarter end, as per the format specified under the listing regulations. (g) List of top ten holders of equity shares of the company as at the latest quarter end: S. No. Name of the Shareholders Total number of Equity Shares Number of shares in demat form Total shareholding as % of total number of equity shares 3.3.12. Following details regarding the directors of the company (a) Details of the current directors of the company: Name, Designation and DIN Age Address Date of appointment Details of other directorship (b) Details of change in directors in the preceding three financial years and current financial year: Name, Designation and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remarks (c) Details of directors remuneration, and such particulars of the nature and extent of their interests in the issuer (during the current year and preceding three financial years): (i) Remuneration payable or paid to a director by the issuer, its subsidiary or associate company; shareholding of the director in the company, its subsidiaries and associate companies on a fully diluted basis; (ii) Appointment of any relatives to an office or place of profit of the issuer, its subsidiary or associate company; (iii) Full particulars of the nature and extent of interest, if any, of every director: A. in the promotion of the issuer company; or B. in any immoveable property acquired by the issuer company in the two years preceding the date of the issue document or any immoveable property proposed to be acquired by it; or C. where the interest of such a director consists in being a member of a firm or company, the nature and extent of his interest in the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to help him qualify as a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the issuer company shall be disclosed. (d) Contribution being made by the directors as part of the offer or separately in furtherance of such objects. 3.3.13. Any financial or other material interest of the directors, promoters, key managerial personnel or senior management in the offer and the effect of such interest in so far as it is different from the interests of other persons. 3.3.14. Following details regarding the auditors of the issuer: (a) Details of the auditor of the Issuer: Name of the Auditor Address Date of Appointment (b) Details of change in auditor for preceding three financial years and current financial year: Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 3.3.15. Details of the following liabilities of the issuer, as at the end of the preceding quarter, or if available, a later date: (a) Details of outstanding secured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date/Schedule Security Credit Rating, if applicable Asset Classification (b) Details of outstanding unsecured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date / Schedule Credit Rating, if applicable (c) Details of outstanding non-convertible securities in the following format: Series of NCS ISIN Tenor/ Period of Maturity Coupon Amount outstanding Date of Allotment Redemption Date/ Schedule Cred it Rating Secured/ unsecured Security (d) Details of commercial paper issuances as at the end of the last quarter in the following format: Series of NCS ISIN Tenor/ Period of Maturity Coup on Amount outstanding Date of Allotment Redemption Date/ Schedule Credit Rating Secured/ unsecured Security Other details viz. details of Issuing and Paying Agent, details of Credit Rating Agencies (e) List of top ten holders of non-convertible securities in terms of value (on a cumulative basis): S. No. Name of holders Category of holder Face value of holding Holding as a % of total outstanding nonconvertible securities of the issuer (f) List of top ten holders of Commercial Paper in terms of value (in cumulative basis): Sl. No. Name of holder Category of holder Face value of holding Holding as a % of total commercial paper outstanding of the issuer (g) Details of the bank fund based facilities/ rest of the borrowing (if any, including hybrid debt like Foreign Currency Convertible Bonds (FCCB), Optionally Convertible Debentures/ Preference Shares) from financial institutions or financial creditors: Name of Party (in case of facility)/ Name of Instrument Type of facility / Instrument Amount sanctioned/ issued Principal Amount outstanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security 3.3.16. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account guarantees/ any put option etc. (Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash). This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: in whole or part, at a premium or discount, or in pursuance of an option or not. 3.3.17. Where the issuer is a Non-Banking Finance Company (NBFC) or Housing Finance Company, the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials: S. No. Particulars of disclosure Details 1. Details with regard to lending done out of the issue proceeds of earlier issuances of debt securities (whether public issue or private placement) by the issuer Lending Policy Classification of Loans given to associate or entities related to Board, Key Managerial Personnel and Senior Management, promoters, etc. Classification of loans into several maturity profile denomination, Aggregated exposure to top 20 borrowers Details of loans, overdue and classified as Nonperforming assets (NPA) 2. Details of borrowings granted by issuer Portfolio Summary of borrowings made by issuer Quantum and percentage of Secured vs. Unsecured borrowings 3. Details of change in shareholding Any change in promoters shareholding in the issuer during preceding financial year beyond the threshold prescribed by Reserve Bank of India 4. Disclosure of Assets under-management Segment wise break up and type of loans 5. Details of borrowers Geographical location wise 6. Details of Gross NPA Segment wise 7. Details of Assets and Liabilities Residual maturity profile wise into several bucket 8. Additional details of loans made by issuer where it is a Housing Finance Company 9. Disclosure of latest ALM statements to stock exchange 3.3.18. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities, commercial paper (including technical delay) and other financial indebtedness including corporate guarantee or letters of comfort issued by the company, in the preceding three years and the current financial year. 3.3.19. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the issuer/promoters, litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor s decision to invest / continue to invest in the non-convertible securities/ commercial paper. 3.3.20. Any litigation or legal action pending or taken by a Government Department or a statutory body or regulatory body during the three years immediately preceding the year of the issue of the issue document against the promoter of the company. 3.3.21. Details of default and non-payment of statutory dues for the preceding three financial years and current financial year. 3.3.22. Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse effect on the financial position of the issuer, which may affect the issue or the investor s decision to invest / continue to invest in the debt securities and/ or non-convertible redeemable preference shares. 3.3.23. Details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and if so, the action taken by the issuer. 3.3.24. Details of pending proceedings initiated against the issuer for economic offences, if any. 3.3.25. Related party transactions entered during the preceding three financial years and current financial year with regard to loans made or, guarantees given or securities provided. 3.3.26. The issue document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the issue document and has not withdrawn such consent before the delivery of a copy of the issue document to the Registrar (as applicable) for registration and a statement to that effect shall be included in the issue document. 3.3.27. In case the issuer is a Non-Banking Finance Company (NBFC) and the objects of the issue entail loan to any entity who is a group company then disclosures shall be made in the following format: S. No. Name of the Borrower (A) Amount of Advances /exposures to such borrower (Group) (Rs. Crore) (B) Percentage of Exposure (C)= B/Total Assets Under Management 3.3.28. In order to allow investors to better assess the issue, the following additional disclosures shall be made by the issuer in the issue documents: (i) A portfolio summary with regards to industries/ sectors to which borrowings have been granted by NBFCs. (ii) Quantum and percentage of secured vis- -vis unsecured borrowings granted by NBFCs. (iii) Any change in promoters holdings in NBFCs during the preceding financial year beyond the threshold specified by the Reserve Bank of India from time to time. 3.3.29. Declaration in case of public issue with regards to the following: (a) procedure of allotment of debt securities and non-convertible redeemable preference shares and unblocking of funds in case of refund ; (b) a statement by the Board of Directors about the separate bank account where all monies received out of the issue are to be transferred, and disclosure of details of all monies including utilised and unutilised monies out of the previous issue in the prescribed manner; (c) the details of all utilized and unutilised monies out of the monies collected in the previous issue made by way of public offer shall be disclosed and continued to be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized, the purpose for which such monies have been utilized, and the securities or other forms of financial assets in which such unutilized monies have been invested; and (d) the interim use of funds, if any. 3.3.30. Disclaimer Clauses: (a) The issue document shall contain the following disclaimer clause in bold and capital letters: It is to be distinctly understood that filing of the issue document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed to mean that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the issue document. The lead manager(s), has certified that the disclosures made in the issue document are generally adequate and are in conformity with the regulations. This requirement is to facilitate investors to take an informed decision for making investment in the proposed issue. (b) Disclaimer Statement from the issuer and lead manager(s): A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the issue document or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. (c) Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the issue document. (d) Disclaimer clause of the stock exchanges and Credit Rating Agencies. (e) Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India or of any other relevant regulatory authority. 3.3.31. Consent of directors, auditors, bankers to issue, trustees, solicitors or advocates to the issue, legal advisors to the issue, lead managers to the issue, Registrar to the Issue, and lenders (if required, as per the terms of the agreement) and experts. 3.3.32. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given its consent for appointment along with the copy of the consent letter from the debenture trustee. 3.3.33. If the security is backed by a guarantee or letter of comfort or any other document of a similar nature, a copy of the same shall be disclosed. In case such document does not contain the detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the issue document. 3.3.34. Disclosure of cash flow with date of interest/dividend/ redemption payment as per day count convention: (a) The day count convention for dates on which the payments in relation to the non-convertible securities which need to be made, should be disclosed. (b) Procedure and time schedule for allotment and issue of securities should be disclosed. (c) Cash flows emanating from the non-convertible securities shall be mentioned in the issue document, by way of an illustration. 3.3.35. Undertaking by the Issuer: (a) Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of Risk factors given on page number under the section General Risks . (b) The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this issue document contains all information with regard to the issuer and the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. (c) The issuer has no side letter with any debt securities holder except the one(s) disclosed in the issue document. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 3.3.36. Risk factors: (a) Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications should be disclosed. (b) Risk factors if applicable, should include but not be limited to the following: (i) Risks in relation to the non-convertible securities. (ii) Risks in relation to the security created in relation to the debt securities, if any. (iii) Refusal of listing of any security of the issuer during preceding three financial years and current financial year by any of the stock exchanges in India or abroad. (iv) Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges. (v) In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the material covenants such as creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. (vi) If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement (vii) A risk factor to state that while the debenture is secured against a charge to the tune of 100% of the principal and interest amount in favour of debenture trustee, and it is the duty of the debenture trustee to monitor that the security is maintained, however, the possibility of recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. (viii) All covenants including the accelerated payment covenants given by way of side letters shall be incorporated in the issue document by the issuer. (c) The issuer shall make a declaration about the compliance and a statement to the effect that nothing in the issue document is contrary to the provisions of Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations made thereunder. 3.3.37. The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that: (a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992), Companies Act, 2013 (18 of 2013) and the rules and regulations made thereunder; (b) the compliance with the Acts and the rules and regulations does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government; (c) the monies received under the offer shall be used only for the purposes and objects indicated in the issue document; (d) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association; (e) The following clause on General Risk shall be incorporated in a box format: Investment in non-convertible securities is risky, and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section [ ] of this issue document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor s decision to purchase such securities. 3.3.38. In case of an issue of non-convertible redeemable preference shares, the following specific disclosure on the nature of the instrument in bold, on the cover page: Instruments offered through the issue document are non-convertible redeemable preference shares and not debentures/bonds. They are riskier than debentures/bonds and may not carry any guaranteed coupon and can be redeemed only out of the distributable profits of the company or out of the proceeds of a fresh issue of shares made, if any, by the company for the purposes of the redemption. 3.3.39. Other details: (a) Creation of Debenture Redemption Reserve (DRR) / Capital Redemption Reserve (CRR) - relevant legislations and applicability (b) Issue/instrument specific regulations - relevant details (Companies Act, 2013 (18 of 2013), guidelines issued by the Reserve Bank of India, etc.) (c) Default in payment (d) Delay in listing (e) Delay in allotment of securities (f) Issue details (g) Application process (h) Disclosure required under form PAS-4 under Companies (Prospectus and Allotment of Securities), Rules, 2014 but not contained in this schedule, if any. (i) Project details: gestation period of the project; extent of progress made in the project; deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project; 3.3.40. Other Details in case of non-convertible redeemable preference shares issue: (a) Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; (b) Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. 3.3.41. The issue document shall include the following other matters and reports, namely: (a) If the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or is to be applied directly or indirectly: (i) in the purchase of any business; or (ii) in the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith, the company shall become entitled to an interest in either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof, a report made by a chartered accountant (who shall be named in the issue document) upon A. the profits or losses of the business for each of the three financial years immediately preceding the date of the issue of the issue document; and B. the assets and liabilities of the business as on the latest date to which the accounts of the business were made up, being a date not more than one hundred and twenty days before the date of the issue of the issue document. (b) In purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to third parties, disclosures regarding: (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property proposed to be acquired by the company; and (iv) the particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property or any person who is or was at the time of the transaction, a promoter or a director or proposed director of the company, had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction: Provided that if the number of vendors is more than five, then the disclosures as required above shall be on an aggregated basis, specifying the immoveable property being acquired on a contiguous basis with mention of the location/total area and the number of vendors from whom it is being acquired and the aggregate value being paid. Details of minimum amount, the maximum amount and the average amount paid/ payable should also be disclosed for each immovable property. (c) If: (i) the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or are to be applied directly or indirectly and in any manner resulting in the acquisition by the company of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate shall become a subsidiary of the company, a report shall be made by a Chartered Accountant (who shall be named in the issue document) upon A. the profits or losses of the other body corporate for each of the three financial years immediately preceding the issue of the issue document; and B. the assets and liabilities of the other body corporate as on the latest date to which its accounts were made up. (d) The said report shall: (i) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the issuer company and what allowance would have been required to be made, in relation to assets and liabilities so dealt with for the holders of the balance shares, if the issuer company had at all material times held the shares proposed to be acquired; and (ii) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner as provided in paragraph (c) (ii) above. (e) The broad lending and borrowing policy including summary of the key terms and conditions of the term loans such as re-scheduling, prepayment, penalty, default; and where such lending or borrowing is between the issuer and its subsidiaries or associates, matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default shall be disclosed. (f) The aggregate number of securities of the issuer company and its subsidiary companies purchased or sold by the promoter group, and by the directors of the company which is a promoter of the issuer company, and by the directors of the issuer company and their relatives, within six months immediately preceding the date of filing the issue document with the Registrar of Companies, shall be disclosed. (g) The matters relating to: (i) Material contracts; (ii) Time and place at which the contracts together with documents will be available for inspection from the date of issue document until the date of closing of subscription list. (h) Reference to the relevant page number of the audit report which sets out the details of the related party transactions entered during the three financial years immediately preceding the issue of issue document. (i) The summary of reservations or qualifications or adverse remarks of auditors in the three financial years immediately preceding the year of issue of issue document, and of their impact on the financial statements and financial position of the company, and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remarks. (j) The details of: any inquiry, inspections or investigations initiated or conducted under the securities laws or Companies Act, 2013 (18 of 2013) or any previous companies law; prosecutions filed, if any (whether pending or not); and fines imposed or offences compounded, in the three years immediately preceding the year of issue of issue document in the case of the issuer being a company and all of its subsidiaries. (k) The details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and actions taken by the issuer. Summary of terms Terms to be included in the issue document: Security Name (Name of the non-convertible securities which includes (Coupon/dividend, Issuer Name and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument (Secured or Unsecured) Seniority (Senior or Subordinated) Eligible Investors Listing (name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument Issue Size Minimum subscription Option to retain oversubscription (Amount) Objects of the Issue / Purpose for which there is requirement of funds In case the issuer is an NBFC and the objects of the issue entail loan to any entity who is a Details of the utilization of the Proceeds Coupon / Dividend Rate Step Up/Step Down Coupon Rate Coupon/Dividend Payment Frequency Coupon / Dividend payment dates Cumulative / non-cumulative, in case of dividend Coupon Type (Fixed, floating or other structure) Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis (Actual/Actual) Interest on Application Money Default Interest Rate Tenor Redemption Date Redemption Amount Redemption Premium /Discount Issue Price Discount at which security is issued and the effective yield as a result of such discount. Premium/Discount at which security is redeemed and the effective yield as a result of such premium/discount. Put Date Put Price Call] Date Call Price Put Notification Time (Timelines by which the investor need to intimate Issuer before exercising the put) Call Notification Time (Timelines by which the Issuer need to intimate investor before exercising the call) Face Value Minimum Application and in multiples of thereafter Issue Timing Issue Opening Date Issue Closing date Date of earliest closing of the issue, if any. Pay-in Date Deemed Date of Allotment Settlement mode of the Instrument Depository Disclosure of Interest/Dividend / redemption dates Record Date All covenants of the issue (including side letters, accelerated payment clause, etc.) Description regarding Security (where applicable) including type of security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation Replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the issue document Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement Event of Default (including manner of voting /conditions of joining Inter Creditor Agreement) Creation of recovery expense fund Conditions for breach of covenants (as specified in Debenture Trust Deed) Provisions related to Cross Default Clause Role and Responsibilities of Debenture Trustee Risk factors pertaining to the issue Governing Law and Jurisdiction Notes: (a) If there is any change in coupon rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new coupon rate and the events which lead to such change should be disclosed. (b) The list of documents which have been executed in connection with the issue and subscription of debt securities shall be annexed. (c) While the debt securities are secured to the extent of hundred per cent. of the amount of principal and interest or as per the terms of issue document, in favour of debenture trustee, it is the duty of the debenture trustee to monitor that the security is maintained. (d) The issuer shall provide granular disclosures in their issue document, with regards to the Object of the Issue including the percentage of the issue proceeds earmarked for each of the object of the issue . Further, the amount earmarked General Corporate Purposes , shall not exceed twenty-five per cent. of the amount raised by the issuer in the proposed issue ( applicable in case of public issue ). (8) schedule II shall be omitted. BABITHA RAYUDU, Executive Director [ADVT.-III/4/Exty./253/2023-24] Footnotes: 1. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 were published in the Gazette of India on August 9, 2021 vide No. SEBI/LAD-NRO/GN/2021/39. 2. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, were subsequently amended on: (i) April 11, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2022 vide notification no. SEBI/LAD-NRO/GN/2022/77. (ii) November 9, 2022 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second) (Amendment) Regulations, 2022 vide notification no. SEBI/LADNRO/ GN/2022/102. (iii) February 2, 2023 by the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/119. (iv) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification no. SEBI/LAD-NRO/GN/2023/121.