9911796707
TMI BlogSecurities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.X X X X Extracts X X X X X X X X Extracts X X X X ..... such salient features of a prospectus as specified by the Board; (b) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (c) "advertisement" means and includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, websites or in any other print or digital medium, radio, television programmes through any electronic medium; (d) "arranger", in relation to a private placement of non-convertible securities, means a merchant banker or a broker registered with the Board, a primary dealer registered with Reserve Bank of India, who, prior to acting as an arranger in an issue of non-convertible securities is appointed by the issuer to act as such on behalf of the persons eligible to participate on the electronic book provider platform; (e) "Board" means the Securities and Exchange Board of India established under the provisions of Section 3 of the Act; (f) "book building" means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of the non-convertible securities, in accordance with these regulations; (g) 'commercial paper' means commerc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing, (iv) Climate change adaptation, (v) Energy efficiency including efficient and green buildings, (vi) Sustainable waste management including recycling, waste to energy, efficient disposal of wastage, (vii) Sustainable land use including sustainable forestry and agriculture, afforestation, (viii) Biodiversity conservation, or (ix) a category as may be specified by the Board, from time to time. (r) "group companies" includes such companies, other than promoter(s), subsidiary/subsidiaries, with which there were related party transactions, during the period for which financial information is disclosed in the offer documents, as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer; (s) "issuer" means a company or a body corporate or a statutory corporation or a multilateral institution or a trust registered with the Board as a Real Estate Investment Trust (REIT) or an Infrastructure Investment Trust (InvIT), authorised to issue non-convertible securities and/or commercial paper under the relevant laws and in accordance with these regulations and seeks to list its non-convertible securities, with any r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (18 of 2013); (dd) "prospectus" shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013); (ee) "promoter" shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (ff) "promoter group" shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Explanation: In case of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT), 'promoter' and 'promoter group' shall mean 'sponsor' and 'sponsor group' as per the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, respectively; (gg) "public issue" means an offer or invitation by an issuer to the public to subscribe to its debt securities and/or non-convertible redeemable preference shares which is not in the nature of a private placement; (hh) "schedule" means a schedule annexed to these re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uncement of bid /issue period: working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (ii) the time period between the bid/ issue closing date and the listing of the non-convertible securities on the stock exchanges: working day shall mean all trading days of the stock exchanges for non-convertible securities, excluding Saturdays, Sundays and bank holidays, as specified by the Board; (2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the Companies Act, 2013 (18 of 2013) or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Depositories Act, 1996 (22 of 1996) and/or the rules and regulations made thereunder or any statutory modification or re-enactment thereto, unless the context requires otherwise. Applicability 3. Unless otherwise provided, these regulations shall apply to the: (a) issuance and listing of debt securities and non-convertible redeemable preference shares by an issuer by way of public issuance; (b) issuance and listing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicable in case of private placement of non-convertible securities. (2) No issuer shall make a public issue of non-convertible securities if as on the date of filing of draft offer document or offer document, the issuer is in default of payment of interest or repayment of principal amount in respect of non-convertible securities, if any, for a period of more than six months. In-principle approval 6. The issuer shall make an application to one or more stock exchange(s) and obtain an in-principle approval for listing of its non-convertible securities from the stock exchange(s) where such securities are proposed to be listed: Provided that where the application is made to more than one stock exchange, the issuer shall choose one among them as the designated stock exchange. Explanation: For any subsequent issue, the issuer may choose a different stock exchange as a designated stock exchange subject to the requirements of this regulation. Depositories 7. The issuer shall enter into an arrangement with a depository for dematerialization of the non-convertible securities in accordance with the Depositories Act,1996 (22 of 1996) and regulations made thereunder and also take such st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... specified by the Board. Right to recall or redeem prior to maturity. 15. (1) An issuer making issuance of non-convertible securities shall: (a) have the right to recall such securities prior to the maturity date (call option); or, (b) shall have a right to provide such right of redemption of debt securities prior to the maturity date (put option) to all the investors or only to retail investors. (2) Such right to recall non-convertible securities or redeem debt securities prior to the maturity date shall be exercised in accordance with the terms of issue and detailed disclosure in this regard shall be made in offer document including date from which such right is exercisable, period of exercise (which shall not be less than three working days) and redemption amount (including the premium or discount at which such redemption shall take place). (3) The issuer or investor may exercise such right with respect to all the non-convertible securities issued or held by them respectively or with respect to a part of the non-convertible securities so issued or held. (4) In case of partial exercise of such right in accordance with the terms of the issue by the issuer, it shall be done ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he issuer and the debenture trustee shall execute the trust deed within such timelines as may be specified by the Board. (2) Where an issuer fails to execute the trust deed within the period specified in the sub-regulation (1), without prejudice to any liability arising on account of violation of the provisions of the Act and these regulations, the issuer shall also pay interest of at least two percent per annum or such other rate, as specified by the Board to the holder of debt securities, over and above the agreed coupon rate, till the execution of the trust deed. (3) A clause stipulating the requirement under sub-regulation (2) shall form part of the Trust Deed and also be disclosed in the Offer Document. (4) Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as provided under Section 71 of the Companies Act, 2013 (18 of 2013) and Form No. SH.12 of the Companies (Share Capital and Debentures) Rules, 2014. Such trust deed shall consist of two parts: (a) Part A containing statutory/standard information pertaining to the debt issue. (b) Part B containing details specific to the particular debt issue. (5) The trust deed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d shall require approval of the debenture trustee. Obligations of the Issuer 23. (1) The issuer shall treat all applicants to an issue of non-convertible securities in a fair and equitable manner as per the procedures as may be specified by the Board. (2) The issuer shall not employ any device, scheme, or artifice to defraud in connection with issue or subscription or distribution of non-convertible securities which are listed or proposed to be listed on the recognized stock exchange(s). (3) The issuer shall apply for Securities and Exchange Board of India Complaints Redress System (SCORES) authentication in the format specified by the Board and shall use the same for all issuance of non-convertible securities. (4) In case of a public issue, the issuer shall provide all required information/ documents to the lead managers for conducting the due diligence, in the form and manner as may be specified by the Board. (5) The issuer shall ensure that secured debt securities are secured by hundred percent security cover. Obligations of Debenture Trustee 24. (1) The debenture trustee shall be vested with the requisite powers for protecting the interest of holders of debt securities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t securities 26. An issuer desirous of issuing and listing of green debt securities shall comply with the conditions as may be specified by the Board. Filing of draft offer document 27. (1) No issuer shall make a public issue of debt securities and/or non-convertible redeemable preference shares unless a draft offer document has been filed with all the stock exchanges on which such securities are proposed to be listed, through the lead manager. (2) The draft offer document filed with the stock exchange(s) shall be made public by posting the same on the website of the stock exchange(s) for seeking public comments for a period of seven working days from the date of filing the draft offer document with stock exchange(s). (3) The draft offer document shall also be displayed on the website of the issuer and the lead manager(s). (4) The lead manager(s) shall ensure that the draft offer document clearly specifies the names and contact particulars including the postal and email address and telephone number of the compliance officer who shall be a Company Secretary of the issuer. (5) The lead manager shall ensure that all comments received on the draft offer document are suitably ad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n compliance with these regulations including all the transaction specific disclosures as required in Schedule I of these regulations, disclosures as required under the relevant provisions of the Companies Act, 2013 (18 of 2013) and any other disclosures as may be specified by the Board. (b) ensure that the track record of the public issues of non-convertible securities managed by them is disclosed on their website with a reference in the offer document, for a period of three financial years from the date of listing of each public issue managed by the lead manager(s): Provided that all lead managers who have signed the due diligence certificate for such issue to the public, as disclosed in the offer document, shall also disclose the track record of the public issue managed by them. Explanation: For the purpose of this regulation, "material" means anything which is likely to impact an investor's informed investment decision. Mode of Disclosure of the offer document 29. (1) The offer document shall be displayed on the websites of stock exchange(s), issuer and lead manager which shall be available for download in PDF or any other format as may be specified by the Board. (2) The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate space shall be provided in the application form to enable the investors to fill in various details like name, address, etc. (2) The issuer may provide the facility for subscription of application in electronic mode. (3) The abridged prospectus shall be in the format as specified in Part B of Schedule I of these regulations. Price Discovery and Book building 33. (1) The issuer may determine the price and/or coupon of debt securities and non-convertible redeemable preference shares in consultation with the lead manager. (2) The issue of debt securities and non-convertible redeemable preference shares may be at fixed price and fixed coupon or the issuer may determine the demand and price or coupon of the debt securities and nonconvertible redeemable preference shares through book building process in accordance with the procedure as may be specified by the Board. Minimum subscription. 34. (1) Minimum subscription for a public issue shall not be less than seventy-five percent of the base issue size or as may be specified by the Board: Provided that the requirement of minimum subscription shall not apply to issuers issuing tax-free bonds as specified by the Central Board of D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng documents along with the listing application to the stock exchange and with the debenture trustee (in case of debt securities): (a) Offer Document; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and the list of authorised signatories for the allotment; (d) Copy of last three years Annual Reports; (e) Reports about the business or transaction to which the proceeds of the securities are to be applied directly or indirectly; (f) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (g) An undertaking from the issuer stating that the necessary documents for creation of the charge, wherever 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 designated stock exchange, where such securities have been listed; (h) An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, wherever applicable, in favour of the debenture trustee, as applicable, to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all such holders, who have not given their positive consent for the roll-over. Due Diligence by Debenture trustee 40. The debenture trustee shall, at the time of filing the draft offer document with the stock exchange(s) and prior to opening of the public issue of debt securities, furnish to the Board and stock exchange(s), a due diligence certificate in the format as specified in Schedule IV of these regulations. Filing of Shelf Prospectus and Tranche Prospectus. 41. (1) Without prejudice to regulation 27 of these regulations, the following issuers may file shelf prospectus under Section 31 of the Companies Act, 2013 (18 of 2013) for public issuance of their debt securities: (a) Public financial institutions as defined under clause (72) of Section 2 of the Companies Act, 2013 (18 of 2013) and scheduled banks as defined under clause (e) of Section 2 of the Reserve Bank of India Act, 1934; or (b) Issuers authorized by the notification of the Central Board of Direct Taxes to make public issue of tax free secured bonds, with respect to such tax free bond issuances; or (c) Infrastructure Debt Funds - Non-Banking Financial Companies regulated by the Reserve Bank of India; or (d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s applicable. Explanation: For the purpose of this regulation, "material" means anything which is likely to impact an investor's informed investment decision. Retention of Over Subscription 42. An issuer shall be allowed to retain over-subscription up to a maximum of hundred percent of the base issue size or any lower limit as specified in the prospectus subject to necessary corporate authorization, credit rating and any other condition as may be specified by the Board: Provided that the issuers filing a shelf prospectus, can retain oversubscription up to the rated size, as specified in their shelf prospectus: Provided further that the issuers of tax-free bonds, who have not filed shelf prospectus, the limit for retaining the oversubscription shall be the amount for which they are authorised by the Central Board of Direct Taxes to raise in a year or any lower limit, subject to the same being specified in the offer document. Creation of security for secured debt securities 43. (1) While creating a charge or security, the issuer shall have the option to create charge or security over the properties or assets (movable, immovable, tangible, intangible), shares or any interest th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... escribed in the relevant regulations/Act/rules etc. and the same would be uploaded on the website of the designated stock exchange, where such securities have been proposed to be listed; (g) In case of debt securities, an undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, wherever applicable, in favour of the debenture trustee to the proposed issue has been obtained; and (h) Any other particulars or documents that the recognized stock exchange may call for as it deems fit: Provided that issuers desirous of issuing debt securities on private placement basis who are in existence for less than three years may provide Annual Reports pertaining to the years of existence. (3) Debenture trustee shall submit a due diligence certificate to the stock exchange in the format as specified in Schedule IV of these regulations. (4) The stock exchange(s) shall list the debt securities only upon receipt of the due diligence certificate from the debenture trustee as per format specified by the Board. Disclosures in respect of Private Placements 45. (1) The issuer making a private placement of debt securities and non-convertible rede ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... memorandum, and in respect of a second or subsequent offer of such debt securities issued during the period of validity of that memorandum, no further placement memorandum is required: Provided that the issuer while making any private placement under a shelf placement memorandum, shall file with the stock exchange(s) tranche placement memorandum with respect to each tranche, containing details of the private placement and material changes, if any, in the information including the financial information provided in the shelf placement memorandum or the earlier tranche placement memorandum, as applicable. Explanation: For the purpose of this regulation, "material" means anything which is likely to impact an investor's informed investment decision. Creation of security 48. (1) While creating a charge or security, the issuer shall have the option to create charge or security over the properties or assets (movable, immovable, tangible, intangible), shares or any interest thereon, of the issuer or its subsidiaries or its holding companies or its associate companies. (2) The charge created in respect of the secured debt securities shall be disclosed in the offer document along with a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rom time to time and shall make adequate disclosures in the offer document regarding the features of these instruments and relevant risk factors and if such instruments are listed, shall comply with the listing regulations. CHAPTER VI LISTING OF COMMERCIAL PAPER 51. (1) Issuers desirous of listing of commercial paper shall comply with the conditions as may be specified by the Board from time to time. (2) The designated stock exchange shall collect a regulatory fee as specified in Schedule VI of these regulations from an issuer of commercial paper at the time of their listing. (3) The issuer shall apply for Securities and Exchange Board of India Complaints Redress System (SCORES) authentication in the format specified by the Board and shall use the same for issuance and listing of commercial paper. CHAPTER VII PROCEDURE FOR ACTION IN CASE OF VIOLATION OF REGULATIONS Inspection by the Board 52. (1) The Board may suo-moto or upon information received by it, appoint one or more persons to undertake the inspection of the books of account, records and documents of the issuer or lead manager(s) or any other intermediary associated with the issue, for any of the following purposes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d may deem fit and proper in the circumstances of the case: Provided that the Board shall, either before or after issuing such directions, give an opportunity of being heard to the persons against whom the directions are issued or proposed to be issued: Provided further that if any ex-parte direction is required to be issued, the Board may give post decisional hearing to affected person. CHAPTER VIII MISCELLANEOUS Delegation 54. The powers exercisable by the Board under these regulations shall be exercisable by any officer of the Board to whom such powers are delegated by the Board. Power of the Board to issue general order or circular. 55. (1) The Board may by a general or special order or circular specify any conditions or requirement in respect of issue of non-convertible securities. (2) In particular and without prejudice to the generality of the foregoing power and provisions of these regulations, such orders or circulars may provide for all or any of the following matters, namely: (a) electronic issuances and other issue procedures including the procedure for price discovery; (b) conditions governing trading, reporting, clearing and settlement of trade in non-con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mited set of eligible customers for a specified period of time, for furthering innovation in the securities market, subject to such conditions as may be specified by the Board. Relaxation of strict enforcement of Rule 19 of the Securities Contracts (Regulation) Rules, 1957 58. In exercise of the powers conferred by sub-rule (7) of Rule 19 of the Securities Contracts (Regulation) Rules, 1957, the Board relaxes the strict enforcement of: (a) sub-rules (1) and (3) of Rule 19 the said rules in relation to listing of an issue of non-convertible securities; (b) clause (b) of sub-rule (2) of rule 19 of the said rules in relation to listing of debt securities: i. issued by way of a private placement by any issuer; and, ii. issued to the public by an infrastructure company, a Government company, a statutory authority or corporation or any special purpose vehicle set up by any of them, which is engaged in the infrastructure sector. Explanation: For the purposes of this regulation the term 'infrastructure sector' shall have the same meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Repeal and Sav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 proper 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 DISCLOSURES The disclosures stipulated here are applicable for public issuances. 2.1 The front page of the OFFER DOCUMENT shall contain the following information: a. Name of the issuer, its logo (if any), corporate identification number, Permanent account number, date and place of incorporation, latest registration / identification number issued by any regu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble inquiries, accepts responsibility for and confirms that this offer 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 offer 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." 2.2.2 Details of Promoters of the Issuer Company:- 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. 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 submitte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er document or issue opening date, as applicable. However if the issuer being a listed REIT/listed InvIT has been in existence for a period 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 interim period, then the combined financial statements need to be disclosed for the periods when such historical financial statements are not available. b. Listed issuers (whose debt securities or specified securities are listed on stock exchange(s)) in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, may disclose unaudited financial information for the stub period in the format as prescribed therein with limited review report in the offer document, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in offer document including risk factors. c. The above financial statements shall be accompanied with the Auditor's Report along with the requisite schedules, footnotes, summary etc. d. Key ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Total Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Assets Under Management Off Balance Sheet Assets Total Debts to Total assets Debt Service Coverage Ratios Interest Income Interest Expense Interest service coverage ratio Provisioning & Write-offs Bad debts to Account receivable ratio Gross NPA (%) Net NPA (%) Tier I Capital Adequacy Ratio (%) Tier II Capital Adequacy Ratio (%) e. f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.2.9 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management 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 is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holding of the Company as on the latest quarter end, as per the format specified under the listing regulations:- g. List of top 10 holders of equity shares of the Company as on the latest quarter end:- S. 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 2.2.13 The 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 directors' remuneration, and such particulars of the nature and extent of their interests in the issuer. (during the current year and last three financial years) (i) Remuneration payable or paid to a director by the subsidiary or associate company; shareholding of the director in the company including any stock options; shareholding in subsidiaries and associate companies; (ii) appointment of any relatives to an office or place of profit; (iii) the 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 prope ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Details of Outstanding Commercial Paper as at the end of the last quarter in the following format:- S. No. ISIN of Commercial Paper Maturity Date Amount Outstanding f. Details of the rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares ):- 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 g. 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: (iv) in whole or part, (v) at a premium or discount, or (vi) in pursuance of an option or not; 2.2.16 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 3 years. 2.2.17 Details of default and non-payment of statutory dues; 2.2.18 Details of pending litigation involving the issuer, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed. b. Procedure and time schedule for allotment and issue of securities should be disclosed; c. Cash flows emanating from the debt securities / non- convertible redeemable preference shares shall be mentioned in the offer document, by way of an illustration. 2.2.28 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), Reserve Bank of India guidelines, etc.). c. Default in Payment; d. Delay in Listing e. Delay in allotment of securities and unblocking of application money in case of refund f. Issue details: g. Application process. h. 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; 2.2.29 Other details in case of Non-convertible redeemable preference shares a. Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; b. Terms of Redemption: Out of distributable prof ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nancial assets in which such unutilized monies have been invested; d. the interim use of funds, if any 2.2.33 DISCLAIMER CLAUSES: a. The offer document shall contain the following disclaimer clause in bold capital letters: "It is to be distinctly understood that filing of the offer document to the Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed 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 offer document. The lead manager(s), has certified that the disclosures made in the offer 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 offer document or in the advertisement or any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urities/non-convertible redeemable preference shares. d. Risks in relation to the security created in relation to the debt securities, if any. e. Refusal of listing of any security of the issuer during last three years by any of the stock exchanges in India or abroad. f. Limited or sporadic trading of debt securities/non-convertible redeemable preference shares of the issuer on the stock exchanges. g. 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. h. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement i. The following clause on 'General Risk' shall be incorporated in a box format: "Investment in debt securities/non-convertible redeemable preference shares involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 percent. thereof, a report made by a chartered accountant (who shall be named in the prospectus) upon- (i) the profits or losses of the business for each of the three financial years immediately preceding the date of the issue of the prospectus ; and (ii) the assets and liabilities of the business as on the last 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 prospectus; (c) in purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to even 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 eac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany 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 prospectus with the Registrar of Companies shall be disclosed. (5) The matters relating to - (A) Material contracts; (B) Other material contracts; (C) Time and place at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of subscription list. (6) The related party transactions entered during the last three financial years immediately preceding the issue of offer document as under - (a) all transactions with related parties with respect to giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all other transactions which are material to the issuer company or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer company or any of its parent companies was a par ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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" 2.3 TERM SHEET Summary of terms - the following terms to be included in the offer document:- Security Name ( Name of the debt securities/non-convertible redeemable preference shares 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 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, fl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l and interest amount or such higher amount as per the terms of offer document in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that such security is maintained. d. The issuer shall provide granular disclosures in their offer 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 for "General Corporate Purposes", shall not exceed 25% of the amount raised by the issuer in the proposed issue. PART B ABRIDGED PROSPECTUS THIS ABRIDGED PROSPECTUS CONSISTS OF XX PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Abridged Prospectus for their future reference. You may obtain a physical copy of the Application form from our Registered Office, the Lead Managers, syndicate members, Registrar to the Issue, the Desig ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00 words RISK FACTORS The below mentioned risks are top 10 risk factors each (Headings only), as per the Prospectus, including 3 each pertaining to the Issuer and the NCDs. Please read the risk factors carefully, see section titled "Risk Factors" on page no. [●]of the Prospectus 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. FINANCIAL HIGHLIGHTS As per Schedule I of SEBI (Issue and listing of Non-Convertible Securities) Regulations, 2021, as amended : Parameters Upto latest half year FY FY FY For detailed financial results of our Company, please refer to page no. [●]of the Prospectus. CONTACT DETAILS: Name Address Tel: Facsimile: E-mail: Investor Grievance E-mail: Website Contact Person Registration No LEAD MANAGERS CONSORTIUM/LEAD BROKERS REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE BANKERS TO THE ISSUE AND SPONSOR BANK ESCROW COLLECTION BANKS/BANKERS TO THE ISSUE: Only names to be included SELF CERTIFIED SYNDICATE BANKS: The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under official seal. d) Applications should be in single or joint names and not exceeding three names, and in the same order as their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in dematerialized form) and Applications should be made by Karta in case the Applicant is an HUF. Please ensure that such Applications contain the PAN of the HUF and not of the Karta. If the Application is submitted in joint names, the Application Form may contain only the name of the first Applicant whose name should also appear as first holder of the depository account held in joint names. e) Applicants applying for Allotment in dematerialised form must provide details of valid and active DP ID, Client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the Bonds. f) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form. g) Applications for all the Series of the Bonds may be made in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account is maintained or with the Members of the Syndicate or Trading Members of the stock exchange(s) at the Specified Cities, and not directly to the Escrow Collecting Banks (assuming that such bank is not a SCSB) or to the Company or the Registrar to the Issue; In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to the Members of the Syndicate or Trading Members of the stock exchange(s), ensure that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at-least one branch in that Specified City for the Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, to deposit ASBA Forms (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognised-Intermediaries; s) ASBA Applicants should ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder t) ASBA Applicants should ensure that they receive an acknowledgement from the Designated Branch or the concerned Members of the Syndic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion Forms not delivered by the Applicant within the time prescribed as per the Application Form and the Prospectus and as per the instructions in the Application Form; s) Applications by Applicants whose demat accounts have been 'suspended for credit' pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/ MRD/DP/22/2010; t) Applications tendered to the Trading Members of the stock exchange(s) at centres other than the centres mentioned in the Application Form; u) Application Form accompanied with more than one payment instrument. v) SCSB making an ASBA Application(a) through an ASBA Account maintained with its own self or (b) through an ASBA account maintained through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its own name, which ASBA Account is not utilised for the purpose of applying in public issue w) Application Amount paid being higher than the value of Bonds applied for. However, the Company may allot Bonds upto the number of Bonds applied for, if the value of such Bonds applied for exceeds the Minimum Application Size; x) Application Amounts paid not tallying with the number of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... off. Rather, each Applicant whose Allotment size, prior to rounding off, had the highest decimal point would be given preference; iii. In the event, there are more than one Applicant whose entitlement remains equal after the manner of distribution referred to above, the Company will ensure that the basis of allotment is finalised by draw of lots in a fair and equitable manner. (e) Applicants applying for more than one Series of Bonds: If an Applicant has applied for more than one Series of Bonds, and in case such Applicant is entitled to allocation of only a part of the aggregate number of Bonds applied for, the Series-wise allocation of Bonds to such Applicants shall be in proportion to the number of Bonds with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate, in consultation with the Lead Managers and the Designated Stock Exchange. All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue shall be taken by the Company in consultation with the Lead Managers, and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus. Any other queries/issu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion taken by SEBI or stock exchanges against the Promoters / Group companies in last 5 financial years including outstanding action, if any (200 - 300 word limit in total) D. Brief details of outstanding criminal proceedings against Promoters (200 - 300 word limit in total) MATERIAL DEVELOPMENTS To be provided as mentioned in the Prospectus(es) (Only Headings) DECLARATION We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act, 2013 (to the extent in force) and the rules made thereunder, the Companies Act, 1956 (to the extent not repealed) and the rules made thereunder, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the Securities Contracts (Regulation) Act, 1956 and the rules and regulations made thereunder, the Securities and Exchange Board of India Act, 1992 and the rules and regulations made thereunder, each, as amended, and rules/ regulations/guidelines/ circulars issued by the Government of India, the Securities and Exchange Board of India and other competent authorities in this respect, from time to time, have been dul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o, telephone numbers, email addresses and contact person of the debenture trustee and credit rating agency for the issue, d. Date of the placement memorandum, type of placement memorandum. e. The nature, number, price and amount of securities offered and issue size (base issue or green shoe), as may be applicable; f. The aggregate amount proposed to be raised through all the stages of offers of non-convertible securities made through the shelf placement memorandum; g. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; h. 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. i. The credit rating (cross reference of press release be provided) ; j. All the ratings obtained for the private placement; k. The name(s) of the stock exchanges where the securities are proposed to be listed; l. The details about eligible investors; m. Coupon/dividend rate, coupon/dividend payment frequency, redemption date, redemption amount and details of debenture trustee; n. Nature and issue size, base issue and gree ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... closed. 2.3.4 Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). 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/has been created as specified by the Board. 2.3.5 The following details regarding the issue to be captured in a table format under "Issue Schedule", as prescribed below: Particulars Date Issue Opening Date Issue Closing Date Pay In Date Deemed Date of Allotment 2.3.6 Name, logo, addresses, website URL, email address, telephone number and contact person of * Debenture trustee to the issue, * Credit rating agency for the issue, * Registrar to the Issue, * Statutory Auditors, * Legal Counsel, (If any) * Guarantor, if applicable * Arrangers, if any. 2.3.7 About the Issuer A brief summary of the business/ activities of the Issuer and its subsidiaries with the details of branches or units if any and its line of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l assets Non-Current Liabilities (including maturities of long-term borrowings and short- term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilities (net) Other non-current liabilities Current Liabilities (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Current tax liabilities (net) Other current liabilities Total liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss Total revenue from operations Other income Total Expenses Total comprehensive income Profit / loss Other comprehensive income Profit / loss after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales EBIDTA EBIT Dividen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nge ( AGM/EGM) Particulars c. Equity Share Capital History of the Company, for the last three years:- Date of Allotment No. of Equity Shares Face Value Issue Price Consideration (Cash, Other than cash, etc) Nature of Allotment Cumulative Remarks No. of Equity Shares Equity Share Capital Equity Share Premium d. Details of any Acquisition of or Amalgamation with any entity in the last 1 year. e. Details of any Reorganization or Reconstruction in the last 1 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 10 holders of equity shares of the Company as at the latest quarter end:- S. 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 2.3.11 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 Whether willful defaulter (Yes/No) 2.3.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rities (whether public issue or private placement) by NBFC Lending Policy Classification of Loans given to associate or entities related to Board, 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 Non performing assets (NPA) 3. Details of borrowings made by NBFC Portfolio Summary of borrowings made by NBFC Quantum and percentage of Secured vs. Unsecured borrowings 4. Details of change in shareholding Any change in promoters holding in NBFC during last financial year beyond the threshold prescribed by Reserve Bank of India 5. Disclosure of Assets under management Segment wise break up and Type of loans 6. Details of borrowers Geographical location wise 7. Details of Gross NPA Segment wise 8. Details of Assets and Liabilities Residual maturity profile wise into several bucket 9. Additional details of loans made by, Housing Finance Company 10. Disclosure of latest ALM statements to stock exchange 2.3.16 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s; vi. Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; vii. Any other disclosure as specified by the Board. b. The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages. 2.3.24 UNDERTAKING BY THE ISSUER i) "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'." ii) "The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Offer Document contains all information with regard to the issuer and the issue, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed only for the purposes and objects indicated in the Offer 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 involve a degree of risk 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 placement memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertibl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ue entail loan to any entity who is a 'group company' then disclosures shall be made in the following format: 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. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssing the capital market under any order or direction passed by the Board. We also confirm that none of the intermediaries named in the offer document have been debarred from functioning by any regulatory authority. (2) We confirm that all the material disclosures in respect of the issuer have been made in the offer document and certify that any material development in the issue or relating to the issue up to the commencement of listing and trading of the securities offered through this issue shall be informed through public notices/ advertisements in all those newspapers in which pre issue advertisement and advertisement for opening or closure of the issue have been given. (3) We confirm that the offer document contains all disclosures as specified in the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. (4) We also confirm that all relevant provisions of the Companies Act, Securities Contracts (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 and the Rules, Regulations, Guidelines, Circulars issued thereunder are complied with. We confirm that all comments/ complaints received on the draft offer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... LEAD MANAGERS (Names) COMPLIANCE OFFICER OF THE ISSUER Name, address, telephone numbers, email ID, website address CREDIT RATING (The rating obtained shall be disclosed prominently along with the meaning of the same) DEBENTURE TRUSTEES ( Names) AVAILABILITY OF APPLICATION FORMS Names of Issuer, Lead Managers, etc. (Addresses optional) AVAILABILITY OF OFFER DOCUMENT Investors are advised to refer the offer document, and the risk factors contained therein, before applying in the issue. Full copy of the offer document is available on websites of issuer / lead manager(s) / Stock Exchange(s) on www.__________ ISSUE OPENS ON: ISSUE CLOSES ON: Issued by Directors of Issuer SCHEDULE VI [See Regulation 13 and Regulation 51(2)] REGULATORY FEES 1. There shall be a fee in respect of every draft offer document filed by a lead manager with the Board in terms of these regulations, a non-refundable fee of 0.00025% of issue size, subject to the minimum of twenty-five thousand rupees and maximum of fifty lakh rupees. 2. The fees as specified in clause (1) above shall be paid by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by Reserve ..... X X X X Extracts X X X X X X X X Extracts X X X X
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