TaxTMI 
TaxTMI 
Disclosures in the offer document and placement memorandum
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....lsewhere in the document, the same shall be adequately cross-referenced by indicating the paragraph heading and page number. (e) There shall be no forward-looking statements that cannot be substantiated. (f) Consistency shall be ensured in the style of disclosures. If the first person is used, the same may be used throughout. All sentences that contain a combination of first and third persons may be avoided. (g) For presentation currency, only one standard financial unit shall be used. 2. Applicability: An issuer making a public issue or private placement of municipal debt securities that are intended to be listed shall make the disclosures as specified in this Schedule. 3. General information: (a) Name and address of the head office and other offices of the issuers (b) Registered and corporate office of the issuer, if applicable (c) Details of Mayor / Deputy Mayor including date of appointment, etc. (d) Details of Commissioner/ Deputy Commissioner including date of appointment, etc. (e) Details of the members of the Committee approving the project/ various Standing Committees relating to Taxation / Finance /Accounts/ Audit/ Infrastructure in ....
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....t in the last 1 year of the issuer. (i) Details of all the project undertaken or proposed in terms of cost and means of financing (j) Capital structure relating to projects for which funds are proposed to be mobilized (k) Capital grant for the proposed project and the amount received in this regard (l) Details of State Finance Commission Grant on annual basis 5. Objects of the issue: (a) The proceeds of the proposed issue shall be clearly earmarked for a defined project or a set of projects along with the location of the project and plant and machinery, technology, process, etc.; (b) Where the issuer proposes to undertake more than one activity or project, such as diversification, modernization, or expansion, etc., the total project cost activity-wise or project wise, as the case may be. (c) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phase, if any, which has already been implemented, shall be separately given. (d) An investment plan for the project components as well as phases thereof as well as financing thereof as approved by the local authority or the agency as the case may be (e) Schedule ....
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....nt of Interest and/or principal redemption on the due dates (f) Penal interest payable by the issuer in case of delay in listing of debt securities from the deemed date of allotment (g) Debenture Redemption Reserve and such other reserve creation - relevant regulations as applicable. (h) Application process (i) Procedure for deciding and adjusting payment dates (in response to days when payment cannot be made due to any reason such as sudden bank holiday. (j) 'Terms of payments' and procedure and time schedule for allotment and issue certificates/demat credit (k) How to apply, availability of application forms and letter of offer and mode of payment. (l) Change in terms and conditions of municipal debt securities issued in past 5 years (i.e. change in coupon, maturity, call/put option etc.) (m) Procedure and time schedule for allotment and issue of municipal debt securities. (n) Details of escrow payment mechanism for the repayment of the interest/principal. 8. Financial Information: I. Following details as per the financial statements for past 3 years in tabular format: (a) Abridged Balance Sheet, Income and Expenditure and Receipts and Payments....
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.... Total FY FY FY IV. Status of reforms with respect to e-governance, cost recovery on water supply, Solid Waste Management (SWM), property tax, double entry accounting and others, as specified by Central Government and authorities concerned V. Borrowings (a) Details of borrowings of the Issuer, as on the latest quarter end:- (b) Details of Secured Loan Facilities:- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule Security (c) Details of Unsecured Loan Facilities:- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date / Schedule (d) Details of NCDs/Bonds: - Debenture/ Bond Series Tenor/ Period of....
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....th the name and amount involved for each such material creditor shall be disclosed, on the website of the company with a web link thereto. (c) If any of the above mentioned litigation, material developments or dues to creditors etc., arise after the filing the draft offer document/ preliminary placement memorandum, the facts shall be appropriately incorporated in the offer document/placement memorandum. In case there are no such cases, a distinct negative statement is required to be made in this regard in the offer document/ placement memorandum. (d) Material developments since the date of the last balance sheet shall be incorporated separately in the offer document or placement memorandum. (e) Statement containing particulars of dates of, and parties to all material contracts and agreements: Provided that a recognized stock exchange may call for such further particulars or documents as it deems appropriate (f) Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer, resulting in material liabilities, restructuring event etc) at the time of the issue which may affect t....
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.... be disclosed in the balance sheet till the time any part of the proceeds of such previous issue remains unutilized indicating the purpose for which such monies have been utilized and the securities or other forms of financial assets in which such unutilized monies have been invested 12. Documents to be submitted (a) Copy of the resolution authorizing the borrowing and list of authorized signatories. (b) Copy of the Trust deed. (c) Documents that have been executed or shall be executed in relation to the issue 13. Risk factors: (a) Risk factors shall be printed in a clear readable font (of minimum point ten size). (b) Risk factors shall be classified as those which are specific to the project and internal to the issuer and those which are external and beyond the control of the issuer. (c) Risk factors shall be determined on the basis of their materiality. In doing so, the following shall be considered: i. Some risks may not be material individually but may be material when considered collectively. ii. Some risks may have an impact which is qualitative though not quantitative. iii. Some risks may not be material at present but....
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....has been obtained. 8. Name and contact details of the monitoring agency. 9. Details of the separate escrow account opened for servicing of debt securities with earmarked revenue, wherever applicable. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: 1. The relevant Act under which the issuer of such securities is incorporated and governed. 2. Copy of the Resolution authorizing the borrowing and list of authorized signatories. 3. Copy of the necessary Resolution(s) for the allotment of debt securities 4. Copy of budget documents for last 3 years containing actual financial performance and/ or revised estimates. B. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details relating to the financials of the issuer to the Trustee within the timelines prescribed by SEBI for furnishing /publishing its half yearly/ annual result. Further, the Issuer shall, forthwith, submit a copy of the latest annual report to the Trustee and the Trustee shall be obliged to share the details submitted under this clause to debe....
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....l authority or the agency as the case may be ii. Schedule of implementation of the project iii. Capital structure relating to projects for which funds are proposed to be mobilized iv. Capital grant for the proposed project and the amount received in this regard v. Details of State Finance Commission Grant on annual basis vi. Benchmarks for commencement and completion of the project including milestone dates for all components of the project vii. Details and status of the regulatory approval (if required) viii. Financial viability of the project showing the stage wise cost and revenue flows for the project. ix. Revenue generation/resources and sufficiency for timely servicing and redemption x. Details of the independent trustee of the escrow account xi. Latest Audit report of the escrow and project account by a firm of chartered accountants appointed by the concerned State Urban Development Departments from a panel CA's approved by the C& AG. 5. Performance with respect to key financial and operational parameters for the last 3 years I. Abridged Balance Sheet, Income and Expenditure and Receipts and Payments Accounts for the last three years with ....
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....of reforms with respect to e-governance, cost recovery on water supply & Solid Waste Management (SWM), property tax, double entry accounting and others, as specified by MoUD and authorities concerned E. Details of Issuer's outstanding borrowing I. Details of borrowings of the Issuer, as on the latest quarter end:- II. Details of Secured Loan Facilities:- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date /Schedule Security III. Details of Unsecured Loan Facilities:- Lender's Name Type of Facility Amt Sanctioned Principal Amt outstanding Repayment Date /Schedule IV. Details of NCDs/Bonds: - Debenture/Bond Series Tenor / Period of Maturity Coupon Amount Date of Allotment Redemption Date/ Schedule Credit Rating Secured / Unsecured Security V. List of Top 10 Debenture Holders (as on ......) Sr. No. Name of Debenture Holders Amount Note: Top 10 holders' (in....
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....repayment of the interest/principal, details of the same should be given. XIX. The names of the debenture trustee(s) shall be mentioned with statement to the effect that debenture trustee(s) has given his consent to the Issuer for his appointment. This also needs to be mentioned in all subsequent communications sent to the holders of debt securities. XX. Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange. XXI. Penal interest payable by the Municipal Corporation in case of delay in execution of Trust Deed and Charge documents XXII. Additional interest to be paid, above the Coupon Rate, in case of default in payment of Interest and/or principal redemption on the due dates XXIII. Penal interest payable by the Municipal Corporation in case of delay in listing of debt securities from the deemed date of allotment XXIV. Other details XXV. DRR/such other reserve creation - relevant regulations and applicability. XXVI. Issue/instrument specific regulations - relevant details (Relevant Act, RBI guidelines, etc). XXVII. Application process XXVIII. Procedure for deciding ....
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....interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest on Application Money Tenor __ Months from the Deemed from the date of Allotment Redemption Date Dates on which Principal will be paid Redemption Amount Redemption Premium /Discount Issue Price The price at which bond is issued Discount at which security is issued and the effective yield as a result of such discount. Put option Date Put option Price Call Option Date Call Option Price Put Notification Time Timelines by which the investor need to intimate Issuer before exercising the put option. Call Notification Time Timelines by which the Issuer need to intimate investor before exercising the call option. Face Value Minimum Application and in multiples of _Debt Securities thereafter Issue Timing 1. Issue Opening Date 2. Issue Closing date 3. Pay-in Date 4. Deemed Date of Allotment Issuance mode of the Instrument Rs. 10 lakh per instrument for Demat only (for private placement) Trading mode of the Instrum....