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TMI BlogDisclosures for Private Placement of Non Convertible Securities (Omitted)X X X X Extracts X X X X X X X X Extracts X X X X ..... cified in this Schedule. 1 Instructions: 1.1 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 2.1 The disclosures stipulated here are applicable for private placement 2.2 The front page of the placement memorandum shall contain the following information: a. Name of the issuer, its logo (if any), corporate identity number, Permanent account number, date and place of incorporation, latest registration / i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uer and the issue which is material in the context of the issue, that the information contained in the placement memorandum 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. 2.3.2 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... when such historical financial statements are not available. b. Listed issuers (whose debt securities or specified securities are listed on recognised 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 placement memorandum, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in placement memorandum including risk factors. c. Issuers other than unlisted REITs / unlisted 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 EBP platform irrespective of the issue size; and ii. The issue is open for subscription only to Qualified Institutional Buyers. d. The above financial statements shall be accompanied with the Auditor s Report along with the re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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 (%) f. Debt: Equity Ratio of the Issuer:- Before the issue After the issue 2.3.9 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability. 2.3.10 A 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, Subscribe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nding e. 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 2.3.14 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: (vii) in whole or part, (viii) at a premium or discount, or (ix) in pursuance of an option or not 2.3.15 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management (ALM) 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 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... led payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. 2.3.22 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 offer document, by way of an illustration. 2.3.23 Disclosures pertaining to wilful defaulter a. The following disclosures shall be made if the issuer or its promoter or director is declared wilful defaulter: i. Name of the bank declaring as a wilful defaulter; ii. The year in which it was declared as a wilful defaulter; iii. Outstanding amount when declared as a wilful defaulter; iv. Name of the entity declared as a wilful defaulter; v. Steps taken, if any, for the removal from the list of wilful defaulters; vi. Other disclosures, as deemed fit by the issuer in order to enable investo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 2.3.26 The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that - a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations made thereunder; b) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government; c) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer document; d) whatever is stated in this form and in the attachments thereto is tru ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... implementation of the project; 2.3.29 Other Details in case of non-convertible redeemable preference shares issue 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. Summary of terms the following terms to be included in the placement memorandum:- Security Name ( Name of the non-convertible securities 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 in case the issuer is a 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: Details of the utilization of the Proceeds Coupon / Dividend Rate Step Up/Step Down Coupon Rate Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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