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TMI BlogSecurities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) (Second Amendment) Regulations, 2023X X X X Extracts X X X X X X X X Extracts X X X X ..... sub-regulation (1), (i) after clause (s) and before clause (t), the following clause (sa) shall be inserted, namely - "(sa) "key managerial personnel" means key managerial personnel as defined in sub-section (51) of section 2 of the Companies Act, 2013 (18 of 2013);"; (ii) in clause (bb), the words and symbol "including a shelf placement memorandum," shall be omitted; (iii) after clause (ii) and before clause (jj), the following clause (iia) shall be inserted, namely - "(iia) "senior management" shall mean the officers and personnel of the issuer who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer;"; (iv) clause (jj) shall be omitted; and (v) clause (pp) shall be omitted; (2) in regulation 45, (a) in sub-regulation (1), (i) in clause (a), the words " ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such non-compliance or partial compliance, and the steps initiated to achieve full compliance, in such form and manner as may be specified by the Board from time to time. Explanation II. - Nothing in this regulation shall exempt an entity undertaking a scheme of arrangement, under regulation 37 or regulation 59A or both of the listing regulations, from the filing of a general information document under sub-regulation (1), to be filed by the resultant entity, post implementation of such scheme of arrangement. Explanation III. - For the purposes of this regulation, "shelf placement memorandum" means a placement memorandum in relation to the first issuance of non-convertible securities issued on a private placement basis, issued prior to this regulation coming into force and valid as on the date of this regulation coming into force. (2) The general information document shall be valid for a period of one year from the date of opening of the first offer of non-convertible securities made under that general information document. (3) In respect of a second or subsequent off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... curities or specified securities are listed on recognised stock exchange(s), who are in compliance with the listing regulations, or (b) who are subsidiaries of entities who have listed their specified securities, and are in compliance with the listing regulations, may disclose unaudited financial information instead of audited financial statements for the interim period in the format as specified under the listing regulations, along with the limited review report, as filed with the stock exchange(s), subject to necessary disclosures, including risk factors, in this regard. CHAPTER V B REQUIREMENTS FOR LARGE CORPORATES 50B. (1) A listed entity, fulfilling the criteria as may be specified by the Board, shall be considered as a 'Large Corporate'. (2) Such Large Corporates shall comply with the conditions or requirements, as may be specified by the Board from time to time." (6) In Chapter VI, in regulation 51, after sub-regulation (1) and before sub-regulation (2), the following shall be inserted, namely - "(1A) An issuer that has filed a general information document under these regulations and subsequently intends to issue commercial paper and seeks listing thereof, durin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 incorporation, latest registration/identification number issued by any regulatory authority which regulates such issuer (i.e., Reserve Bank of India, Insurance Regulatory Development Authority of India etc.), if applicable, address of its registered and corporate offices, telephone number, website address and e-mail address. (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 (wherever applicable): * Debenture Trustee, * Lead Manager(s), (applicable in case of public issue) * Statutory Auditors, * Credit Rating Agencies, and * Such other persons as may be specified. (d) A disclosure that a copy of the issue document has been d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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, 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. (b) 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 issue document. 3.3.3. Details of credit rating, along with the latest press release of the Credit Rating Agency in relation to the issue, and a 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. 3.3.4. Name(s) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inancial Information: (a) The audited financial statements (i.e. profit and loss statement, balance sheet and cash flow statement) both on a standalone and consolidated basis for a period of three completed years, which shall not be more than six months old from the date of the issue document or issue opening date, as applicable. Such financial statements shall be should be audited and certified by the statutory auditor(s) who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India ("ICAI"). However, if the issuer, being a listed REIT/listed InvIT, has been in existence for a period of 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 the interim period, the combined financial statements shall be disclosed for the periods for which 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 listing regulations, may disclose unaudited financial information for th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder Development) Financial Assets (Current and Non-Current) Other Non-Current assets Current assets Total Assets Financial Liabilities (Current and Non-Current) - Borrowings (including interest) - Other Financial Liabilities Non-Current Liabilities Current Liabilities Provisions Total Liabilities Equity (Equity Share Capital and Other Equity) Total Equity and Liabilities Profit and Loss Total revenue from operations Other Income Total Income Total Expenses Profit / loss for the period Other Comprehensive income Total Comprehensive Income Earnings per equity share: (a) basic; and (b) diluted Cash Flow Net cash (used in)/ generated from operating activities (A) Net cash (used in) / generated from investing activities (B) Net cash (used in)/ generated from financing activities (C) Net Increase/ (decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Cash and cash equivalents at end of the period Additional information Net worth Cash and Cash Equivalents Current Investments Net Sales Earnings before interest, taxes, depreciation, and amortization Earnings before interest and taxes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -Subordinated liabilities -Lease 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) Non-controlling interest Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income Total Income Total Expenses 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 in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information Net worth Cash and cash equivalents Loans Total Debts to Total Assets Interest Income Interest Expense Impairment on Financial Instruments Bad Debts to Loans (f) Details of any other contingent liabilities of the issuer, based on the latest audited financial statements including amount and natu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Remuneration payable or paid to a director by the issuer, its subsidiary or associate company; shareholding of the director in the company, its subsidiaries and associate companies on a fully diluted basis; (ii) Appointment of any relatives to an office or place of profit of the issuer, its subsidiary or associate company; (iii) 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 issue document 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. (d) Contribution being made by the di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ank fund based facilities/ rest of the borrowing (if any, including hybrid debt like Foreign Currency Convertible Bonds (FCCB), Optionally Convertible Debentures/ Preference Shares) from financial institutions or financial creditors: 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 3.3.16. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account guarantees/ any put option etc. (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: * in whole or part, * at a premium or discount, or * in pursuance of an option or not. 3.3.17. Where the issuer is a Non-Banking Finance Company (NBFC) or Housing Finance Company, the following disclo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y. 3.3.21. Details of default and non-payment of statutory dues for the preceding three financial years and current financial year. 3.3.22. 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. 3.3.23. Details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and if so, the action taken by the issuer. 3.3.24. Details of pending proceedings initiated against the issuer for economic offences, if any. 3.3.25. Related party transactions entered during the preceding three financial years and current financial year with regard to loans made or, guarantees given or securities provided. 3.3.26. The issue 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 promot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Securities and Exchange Board of India (SEBI) should not in any way be deemed or construed to mean 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 issue document. The lead manager(s), has certified that the disclosures made in the issue 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 issue 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this issue document contains all information with regard to the issuer and the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held 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 in any material respect. (c) The issuer has no side letter with any debt securities holder except the one(s) disclosed in the issue document. Any covenants later added shall be disclosed on the stock exchange website where the debt is listed. 3.3.36. Risk factors: (a) Risk factors shall be disclosed in the descending order of materiality. Wherever risks about material impact are stated, likely or potential implications should be disclosed. (b) Risk factors if applicable, should include but not be limited to the following: (i) Risks in relation to the non-convertible securities. (ii) Risks in relation to the security created in relation to the debt securities, if any. (iii) Refusal of listing of any s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ever 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 is risky, 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 issue document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the non-convertible securities or investor's decision to purchase such securities." 3.3.38. In case of an issue of non- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the profits or losses of the business for each of the three financial years immediately preceding the date of the issue of the issue document; and B. the assets and liabilities of the business as on the latest 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 issue document. (b) In purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to 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 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 transactio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions of the term loans such as re-scheduling, prepayment, penalty, default; and where such lending or borrowing is between the issuer and its subsidiaries or associates, matters relating to terms and conditions of the term loans including re-scheduling, prepayment, penalty, default shall be disclosed. (f) The aggregate number of securities of the issuer company 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 issue document with the Registrar of Companies, shall be disclosed. (g) The matters relating to: (i) Material contracts; (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive yield as a result of such premium/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 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 Pr ..... X X X X Extracts X X X X X X X X Extracts X X X X
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