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TMI BlogDisclosures in the offer document and placement memorandumX X X X Extracts X X X X X X X X Extracts X X X X ..... e same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If the first person is used, the same may be used throughout. All sentences that contain a combination of first and third persons may be avoided. (g) For presentation currency, only one standard financial unit shall be used. 2. Applicability: An issuer making a public issue or private placement of municipal debt securities that are intended to be listed shall make the disclosures as specified in this Schedule. 3. General information: (a) Name and address of the head office and other offices of the issuers (b) Registered and corporate office of the issuer, if applicable (c) Details of Mayor / Deputy Mayor including date of appointment, etc. (d) Details of Commissioner/ Deputy Commissioner including date of appointment, etc. (e) Details of the members of the Committee approving the project/ various Standing Committees relating to Taxation / Finance /Accounts/ Audit/ Infrastructure in the following format :- Name and Designati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d means of financing (j) Capital structure relating to projects for which funds are proposed to be mobilized (k) Capital grant for the proposed project and the amount received in this regard (l) Details of State Finance Commission Grant on annual basis 5. Objects of the issue: (a) The proceeds of the proposed issue shall be clearly earmarked for a defined project or a set of projects along with the location of the project and plant and machinery, technology, process, etc.; (b) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernization, or expansion, etc., the total project cost activity-wise or project wise, as the case may be. (c) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given. (d) An investment plan for the project components as well as phases thereof as well as financing thereof as approved by the local authority or the agency as the case may be (e) Schedule of implementation of the project (f) Benchmarks for commencement and completion of the project including milestone date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (i.e. change in coupon, maturity, call/put option etc.) (m) Procedure and time schedule for allotment and issue of municipal debt securities. (n) Details of escrow payment mechanism for the repayment of the interest/principal. 8. Financial Information: I. Following details as per the financial statements for past 3 years in tabular format: (a) Abridged Balance Sheet, Income and Expenditure and Receipts and Payments Accounts for the last three financial years with major heads (b) Link to the web page where the entire financials of the Municipal Body can be accessed should be given. (c) Copy of budget documents for the previous three years containing actual financial performance and/or revised estimates along with the details of related party transactions (d) Financial Parameters: Key Financial Figures FY FY FY Revenue income Revenue expenditure (Excl. Interest) Operating revenue Surplus Interest expense Principal repayment (outside sinking Fund) Contribution to Sinking fund Revenue surplus Capital income Capital expense Capital surplus Overall surplus Deposits and Advances (net) Initial Cash / Bank balance Change in Cash / Bank balan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her Information: (a) Pending litigations and material developments: Pending Litigations involving the issuer/ its directors/ promoters/ subsidiaries: (i) All criminal proceedings; (ii) All actions by regulatory and statutory authorities; (iii) Disciplinary action including penalty imposed by SEBI or stock exchanges against the promoters during the previous five financial years including outstanding action; (iv) Claims related to direct and indirect taxes, in a consolidated manner, giving the number of cases and total amount; (v) Other pending litigation - As per the policy of materiality defined by the Board of Directors of the Issuer and disclosed in the offer document/placement memorandum. (b) Outstanding dues to creditors: (i) Based on the policy on materiality defined by the Board of Directors of the Issuer, details of creditors which include the consolidated number of creditors and the aggregate amount involved (ii) Consolidated information on outstanding dues to micro, small and medium enterprises, separately giving details of number of cases and amount involved; (iii) Complete details about outstanding dues to material creditors along with the n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within the period specified by the Board; (d) Declaration signed by the Mayor and Commissioner of the concerned Municipal Body stating that the offer document/placement memorandum contains true, fair and adequate information to enable investors to make a well informed decision regarding their investment in the proposed issue. (e) Declaration signed by the Director(s) of the Issuer, if it is a body corporate to which the Companies Act, 2013 applies, stating that offer document/placement memorandum contains true, fair and adequate information to enable investors to make a well informed decision making regarding their investment in the proposed issue. (f) a statement to be given by the Board of the Issuer or Standing Committee thereof that all monies received out of the issue shall be transferred to a separate bank account. (g) 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 shee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Resolution/Municipal Corporation authorizing the borrowing and list of authorized signatories. 3. Copy of the necessary Resolution(s) for the allotment of debt securities 4. Copy of budget documents for last 3 years containing actual financial performance and/or revised estimates along with the details of related party transactions 5. An undertaking from the issuer stating that the necessary documents for the creation of the charge, where applicable, including the Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc and the same would be uploaded on the website of the recognised Stock exchange where the debt securities have been listed, within five working days of execution of the same. 6. Any other particulars or documents that the recognised stock exchange, where the debt security have been listed, may call for as it deems fit. 7. An undertaking that permission / consent from the prior creditor for a second or paripassu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. 8. Name and contact details of the monitoring agency. 9. Details of the separate escrow account op ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... astructure Name and Designation Date of Appointment/ Resignation Member of the Committee since (in case of resignation) Remarks 5. Details of the Auditors Name Address Auditor since 6. Details of trustee Name Address Contact person D. A brief summary of the business/ activities of the Issuer and its project for which funds are to be raised containing atleast following information 1. Overview of the issuer 2. Management Structure of the issuer and the relevant department issuing the bond 3. Details of all the project undertaken or proposed in terms of cost and means of financing 4. Complete details of the project/s for which finance is raised i. An investment plan for the project components indicating phasing as well as financing approved by the local authority or the agency as the case may be ii. Schedule of implementation of the project iii. Capital structure relating to projects for which funds are proposed to be mobilized iv. Capital grant for the proposed project and the amount received in this regard v. Details of State Finance Commission Grant on annual basis vi. Benchmarks for commencement and completion of the project including milestone dates for all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y III. Details of Unsecured Loan Facilities:- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date /Schedule IV. Details of NCDs/Bonds: - Debenture/Bond Series Tenor / Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / Unsecured Security V. List of Top 10 Debenture Holders (as on ……) Sr. No. Name of Debenture Holders Amount Note: Top 10 holders' (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided. VI. The amount of charge created along with name of the counterparty (like name of the project etc.) VII. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its breakup in following table:- Maturity Date Amount Outstanding VIII. Details of Rest of Borrowings IX. Estimated Scenarios of Asset Liability Mis-matches, efforts intended to resolve the same X. Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial instrument issued by the Issuer, in the past 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... III. Penal interest payable by the Municipal Corporation in case of delay in listing of debt securities from the deemed date of allotment XXIV. Other details XXV. DRR/such other reserve creation - relevant regulations and applicability. XXVI. Issue/instrument specific regulations - relevant details (Relevant Act, RBI guidelines, etc). XXVII. Application process XXVIII. Procedure for deciding and adjusting payment dates (in response to days when payment can't be made due to any reason like sudden bank holiday. XXIX. List of documents which have been executed/ will be executed in relation to the issue XXX. Investor grievances mechanisms XXXI. Such other details necessary for the investors to make a well informed decision making regarding their investment in the proposed issue XXXII. Declaration signed by the Mayor and Commissioner of the concerned Municipal Body stating that offer document contains true, fair and adequate information to enable investors to make a well informed decision making regarding their investment in the proposed issue. XXXIII. Declaration signed by the Director(s) of the Corporate Municipal Entity stating that offer document contains true, fair and ad ..... X X X X Extracts X X X X X X X X Extracts X X X X
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