TMI BlogSecurities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012X X X X Extracts X X X X X X X X Extracts X X X X ..... all be inserted, namely,- "(3) Where the issuer has disclosed the intention to seek listing of debt securities issued on private placement basis the issuer shall forward the listing application along with the disclosures specified in Schedule I to the recognized stock exchange within fifteen days from the date of allotment of such debt securities." ii. In regulation 21, after the words "shall make disclosures" and before the words "as specified in Schedule I", the words "in a disclosure document" shall be inserted. iii. After regulation 21, the following new regulation shall be inserted, namely,- "Filing of Shelf Disclosure Document. 21 A. (1) An issuer making a private placement of debt securities and seeking listing thereof on a recognised stock exchange may file a Shelf Disclosure Document containing disclosures as provided in Schedule I. (2) An issuer filing a Shelf Disclosure Document under sub-regulation (1), shall not be required to file disclosure document, while making subsequent private placement of debt securities for a period of 180 days from the date of filing of the shelf disclosure document: Provided that the issuer while making any private placement under She ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/1 1/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause with all 'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within two working days of their specific request. 3. The following disclosures shall be made where relevant: A. Issuer Information a. Name and address of the following:- i. Registered office of the Issuer ii. Corporate office of the Issuer iii. Compliance officer of the Issuer iv. CFO of the Issuer v. Arrangers, if any, of the instrument vi. Trustee of the issue vii. Registrar of the issue viii. Credit Rating Agency (-ies) of the issue and ix. Auditors of the Issuer b. A brief summary of the business/ activities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ement 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 equity shares Notes: - Shares pledged or encumbered by the promoters (if any) ii. List of top 10 holders of equity shares of 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 e. Following details regarding the directors of the Company:- i. Details of the current directors of the Company* Name, Designation and DIN Age Address Director of the Company since Details of other directorship *Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. ii. Details of change in directors since last three years:- Name, Designation and DIN Date of Appointment / Resignation Director of the Company since (in case of resignation) Remarks f. Following details regarding the auditors of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uarter 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 auditor qualifications, if any. * j. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. * k. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax 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 debt securities. l. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trust ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ich 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 Premium/Discount Issue Price The price at which bond is issued Discount at which security is issued and the effective yield as a result of such discount. Put option Date Put option Price Call Option Date Call Option Price Put Notification Time Timelines by which the investor need to intimate Issuer before exercising the put option. Call Notification Time Timelines by which the Issuer need to intimate investor before exercising the call option. Face Value ₹ 10 lakhs per instrument for all the issues Minimum Application and in multiples of ..... Debt securities thereafter Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Deemed Date of Allotment Issuance mode of the Instrument Demat only (for private placement) Trading mode of the I ..... X X X X Extracts X X X X X X X X Extracts X X X X
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