9911796707
TMI BlogDisclosures for public issue of Debt Securities and Non Convertible Redeemable Preference SharesX X X X Extracts X X X X X X X X Extracts X X X X ..... stency 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 inco ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rivate 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, 5 [****] 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, ph ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m of a static QR code and web link, the details of the said branches or units shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the Security and Covenant Monitoring System shall also be included for providing information about branches or units of the issuer to the debenture trustee and confirmation of the same by the debenture trustee. ] 9 [ (e) Use of proceeds (in the order of priority for which the said proceeds will be utilized): (i) purpose of the placement; (ii) break-up of the cost of the project for which the money is being raised; (iii) means of financing for the project; (iv) proposed deployment status of the proceeds at each stage of the project. ] 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 re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 10 [ in respect of the financial information provided under clauses (a) to (c) above ] . For Non-Financial Sector Entities: Standalone basis: Balance Sheet Property, Plant and Equipment (including Capi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r: 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 outst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tage 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 disclo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent (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. 11 [ The persons authorised by the issuer 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) , Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lowing 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 summa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cifying 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: 13 [ Provided that the disclosures specified in sub-clauses (i) to (iv) above shall be provided for the top five vendors on the basis of value viz. sale consideration payable to the vendors. Provided further that for the remaining vendors, such details may be provided on an aggregated basis in the offer document, specifying number of vendors from whom it is being acquired and the aggregate value being paid; and the detailed disclosures as specified in sub-clauses (i) to (iv) above may be provided by way of static QR code and web link. If the issuer provides the said details in the form of a static QR code and web link, the same shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the Security and Covenant Monitoring System shall also be included for providing the detailed disclosures, as specified in sub-clauses (i) to (iv) above, to the debenture tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ; (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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 regulatory authority which regulates such issuer (viz. Reserve Bank of India, Insurance Regulatory Development Authority of India etc), if applicable, address of its registered and corporate offices, 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 Lead Managers, Debenture trustees Credit Rating Agencies Statutory Auditors such other persons as may be prescr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .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 submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft offer document. 1 [ 2.2.3 Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue and 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. ] 2.2.4 Name(s) of the stock exchange(s) where the debt securities or non- convertible redeemable preference shares are proposed to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 Operational and Financial Parameters on consolidated and standalone basis i. For Non-Financial Sector Entities: Balance Sheet Net Fixed assets Current assets Non-current assets Total 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 ot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ital 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 issuances of debt securities (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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cluding 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 property acquired by the issuer company in the two years preceding the date of the Prospectus 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. c. Contribution being made by the directors as part of the offer or separately in furtherance of such objects; d. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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, 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. 2.2.19 Details of acts of material frauds committed against the issuer in the last three years, if any, and if so, the action taken by the issuer. 2.2.20 Details of pending proceedings initiated against the issuer for economic offences; 2.2.21 Any litigation or legal action pending or taken against the promoter of the company by a Government Department or a statutory body during the last three years immediately preceding the year of the issue of prospectus; 2.2.22 Related party transactions entered during the last three financial years with regard to loans made or, guarantees given or securities provided. 2.2.23 Any material event/ development ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n-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 profits or out of fresh issue of shares for the purpose of redemption or both. 2.2.30 The offer 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 prospectus and has not withdrawn such consent before the delivery of a copy of the prospectus to the Registrar for registration and a statement to that effect shall be included in the prospectus. 2.2.31 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 xposure (C)= B/Total AUM a. In order to allow investors to better assess the NBFC issue, the following additional disclosures shall be made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd the lead manager(s) accept no responsibility for statements made otherwise than in the offer 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 offer 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. 2.2.34 UNDERTAKING BY THE ISSUER 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 any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... urities 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 offer document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the debt securities/non-convertible redeemable preference shares or investor s decision to purchase such securities. j. 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. k. All covenants including the accelerated payment covenants given by way of side letters shall be incorporated in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. (2)(a) 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 t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was a party: (7) The summary of reservations or qualifications or adverse remarks of auditors in the last three financial years immediately preceding the year of issue of prospectus 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. (8) The details of any inquiry, inspections or investigations initiated or conducted under the Securities laws or Companies Act or any previous companies law in the last three years immediately preceding the year of issue of offer document in the case of company and all of its subsidiaries; and if there were any prosecutions filed (whether pending or not); fines imposed or compounding of offences done in the last three years immediately preceding the year of the prospectus for the company and all of its subsidiaries. (9) The details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company. (10) The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Lead Managers and Stock Exchanges that is www.sebi.gov.in; www.nseindia.com; www.bseindia.com; websites of LM s (to be specified). ISSUER S LOGO XXX LIMITED The Corporate Identification Number of our Company is XXX. Registered Office: Corporate Office: Telephone: ; Company Secretary and Compliance Officer: ; Telephone: E-mail : Website : BRIEF DESCRIPTION OF THE ISSUE GENERAL RISKS Investors are advised to read the section titled Risk Factors on page [●] carefully before taking an investment decision in relation to this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue, including the risks involved. The Prospectus has not been and will not be approved by any regulatory authority in India, including the Securities and Exchange Board of India ( SEBI ), any Registrar of Companies or any stock exchange in India. ISSUER S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that the Prospectus does contain and will contain all information with regard to the Issuer and the Issue, which is material in the context of the Issue; that the information contained ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provided as below : a) For the purpose of [●] [●] % of the amount raised and allotted in the Issue b) For General Corporate Purposes- [●]% of the amount raised and allotted in the Issue ISSUE PROCEDURE: 1) Applications Cannot be made by: The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: a) Minors without a guardian name (A guardian may apply on behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian; It is further clarified that it is the responsibility of the Applicant to ensure that the guardians are competent to contract under applicable statutory/regulatory requirements); b) Persons Resident Outside India, Foreign nationals (including FIIs, FPIs, Qualified Foreign Investors) and other foreign entities; c) Foreign Venture Capital Investor; d) Overseas Corporate Bodies; and e) Person ineligible to contract under applicable statutory/ regulatory requirements. f) Any other category of Applicants not provided for under Issue Procedure Wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... without the PAN is liable to be rejected, irrespective of the amount of transaction. j) All Applicants should check if they are eligible to apply as per the terms of the Shelf Tranche with Prospectus and applicable laws k) The Applicants should ensure that the Application Forms are submitted at the Collection Centres provided in the Application Forms, bearing the stamp of a Members of the Syndicate or Trading Member of the stock exchange(s), as the case may be, for Applications other than ASBA Applications/Direct Online Applications. l) The Applicants should ensure that they have been given a TRS and an acknowledgement as proof of having accepted the Application Form; m) In case of any revision of Application in connection with any of the fields which are not allowed to be modified on the electronic application platform of the Stock Exchanges as per the procedures and requirements prescribed by each relevant Stock Exchange, the Applicants should ensure that they have first withdrawn their original Application and submit a fresh Application. For instance, as per the notice no. 20120831-22 dated August 31, 2012 issued by the stock exchange(s), fields namely, quantity, series, applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... um Application size as prescribed hereunder. b) In case of partnership firms, the Application Forms submitted in the name of individual partners and/or accompanied by the individual s PAN rather than the PAN of the partnership firm; c) Applications by persons not competent to contract under the Indian Contract Act, 1872 d) GIR number furnished instead of PAN e) Applications by OCBs f) Applications for an amount below the minimum Application size; g) Applications of more than five ASBA Forms per ASBA Account; h) In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant documents are not submitted i) Applications accompanied by Stock invest/ money order/postal order/cash; j) Signature of sole Applicant missing, or, in case of joint Applicants, the Application Forms not being signed by the first Applicant (as per the order appearing in the records of the Depository); k) In case of Applicants applying for the Bonds in physical form, if the address of the Applicant is not provided in the Application Form; l) Copy of KYC documents not provided in case of option to hold Bonds in physical form; m) In case no corresponding record is available w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In case of ASBA Applicants, payment of Application Amount in any mode other than through blocking of Application Amount in the ASBA Accounts shall not be accepted under the ASBA process; BASIS OF ALLOTMENT 1) Reservations shall be made for each of the Categories in the below mentioned format: Particulars Category I Category II Category III Category IV % of the Issue Size Size in Amount [●] lakh [●] lakh [●] lakh [●] lakh Determined on the basis of date of upload of the Applications on the electronic Application platform of the relevant stock exchanges. (b) Under subscription: If there is any under subscription in any Category the spill over to shall be in the following order: i. Category IV; ii. Category III; iii. Category II; and iv. Category I. (c) For all Categories, all Applications uploaded on the same day on the online Application platform of the relevant stock exchanges would be treated at par with each other. (d) Allotments in case of oversubscription: In case of an oversubscription in any of the Categories, Allotments to the maximum extent, as possible, will be made on a first-come first-serve basis and thereafter on proportionate basis, i.e. full ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Portion(s) are fully subscribed or not. The Company shall allot Bonds with respect to the Applications received till the time of such pre-closure in accordance with the Basis of Allotment as described hereinabove and subject to applicable statutory and/or regulatory requirements. INVESTOR WITHDRAWALS: Applicants are allowed to withdraw their Applications at any time [●]. TERMS OF THE ISSUE: 1) Minimum Subscription If the Company does not receive the minimum subscription of 75 % of the Base Issue, i.e. [●] prior to the Issue Closing Date, the entire subscription amount shall be unblocked within 8Working Days from the date of closure of the Issue. If there is delay in the unblockingof Application Amounts beyond the time prescribed above, the Company will pay interest for the delayed period at rate of 15% per annum for the delayed period. 2) Right to Recall or Redeem prior to Maturity: Please refer to page no. [●] of the Prospectus 3) Security The NCDs will be secured by [●] paripassu charge over the [●] assets of the Issuer as set out in the Debenture Trust Deed to the extent of at least 100% of the principal amounts outstanding and interest due ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 07-2024 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, personal addresses, 6. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, , permanent accountant number 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, and passport number 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, (d) Details of branches or units where the issuer carries on its business activities, if any; 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, (e) Project cost and means of financing, in case of funding of new projects. 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that 12. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/20 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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