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TMI BlogDISCLOSURESX X X X Extracts X X X X X X X X Extracts X X X X ..... days of execution of the same. F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. 2. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any. E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Trustee within the timelines as mentioned in Simplified Listing Agreeme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fter the issue of debt securities c. A brief history of the Issuer since its incorporation giving details of its following activities:- i. Details of Share Capital as on last quarter end:- Share Capital Rs Authorized Share Capital Issued, Subscribed and Paid-up Share Capital ii. Changes in its capital structure as on last quarter end, for the last five years:- Date of Change ( AGM/EGM) Rs Particulars iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:- Date of Allotment No of Equity Shares Face Value (Rs) Issue Price (Rs) Consideration (Cash, other than cash, etc) Nature of Allotment Cumulative Remarks No of equity shares Equity Share Capital (Rs) Equity Share Premium (in Rs) Notes: (If any) iv. Details of any Acquisition or Amalgamation in the last 1 year. v. Details of any Reorganization or Reconstruction in the last 1 year:- Type of Event Date of Announcement Date of Completion Details d. Details of the shareholding of the Company as on the latest quarter end:- i. Shareholding pattern of the Company as on last quarter end:- Sr No Particulars Total No of Equity Shares No of shares in demat form Total Shareholding as % of total no of e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on .:- Party Name ( in case of Facility) / Instrument Name Type of Facility / Instrument Amt Sanctioned / Issued Principal Amt outstanding Repayment Date / Schedule Credit Rating Secured / Unsecured Security viii. 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 indebtedness including corporate guarantee issued by the Company, in the past 5 years . ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; h. Details of Promoters of the Company:- i. Details of Promoter Holding in the Company as on the latest quarter end:- Sr No Name of the shareholders Total No of Equity Shares No of shares in demat form Total shareholding as % of total no of equity shares No of Shares Pledged % of Shares pledged with respect to shares owned. i. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and au ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aining to the Secured / Unsecured Non Convertible debt securities (or a series thereof):- Security Name Name of the bond which includes (Issuer Name, Coupon and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument Secured or Unsecured Seniority Senior or Subordinated. Mode of Issue Private placement Eligible Investors Listing ( including name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument _______ by _____ Ltd. Issue Size Option to retain oversubscription ( Amount ) Objects of the Issue Details of the utilization of the Proceeds Coupon Rate Step Up/Step Down Coupon Rate 1 Coupon Payment Frequency Coupon payment dates Dates on which coupon will be paid. Coupon Type Fixed, floating or other coupon 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 __ Months from the Deemed Date of Allotment Redemption Date Dates on which Principal will be repaid. Redemption Amount Redemption Preium /Discount Issue Price The price at which bond is issued Discount at which security ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and adjusting payment dates in response to days when payment can t be made due to any reason like sudden bank holiday etc., should be laid down. 3. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed. 11 [****] The interest rates mentioned in above three cases are the minimum interest rates payable by the Company and are independent of each other. 18 [ 4. While the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms of offer document/ information Memorandum , in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained, however, the recovery of 100% of the amount shall depend on the market scenario prevalent at the time of enforcement of the security. ] 9 [C. Disclosures pertaining to wilful default (1) In case of listing of debt securities made on private placement, the following disclosures shall be made: (a) Name of the bank declaring the entity as a wilful defaulter; (b) The year in which the entity is declared as a wilful defaulter; (c) Outstanding amount when the entity is de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Any material event/ development or change at the time of issue or subsequent to the issue which may affect the issue or the investor s decision to invest / continue to invest in the debt secutities. xi. Particulars of the debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option. xii. A list of highest ten holders of each class or kind of securities of the issuer as on the date of application along with particulars as to number of shares or debt securities held by them and the address of each such holder. xiii. An undertaking that the issuer shall use a common form of transfer xiv. Redemption amount, period of maturity, yield on redemption. xv. Information relating to the terms of offer or purchase. xvi. The discount at which such offer is made and the effective price for the investor as a result of such discount. xvii. The debt equity ratio prior to and after issue of the debt security. xviii. Servicing behavior on existing debt securities, payment of due interest on due dates on term loans and debt securities. xix. That the permission / consent from the prior creditor for a second or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16. 10. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/13 dated 07-05-2019 11. Omitted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/13 dated 07-05-2019 before it was read as b. In privately placed issues, additional Covenants shall be included as part of the Issue Details on the following lines, as per agreement between the issuer and investor: i. Security Creation (where applicable): In case of delay in execution of Trust Deed and Charge documents, the Company will refund the subscription with agreed rate of interest or will pay penal interest of atleast 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor. ii. Default in Payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period iii. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of atleast 1 % p.a. over the coupon rate from the ex ..... X X X X Extracts X X X X X X X X Extracts X X X X
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