TaxTMI 
TaxTMI 
Simplified Listing Agreement for Debt Securities
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....minimal incremental disclosures related to the debt security issuance would be sufficient, since large amount of information is already in public domain and material developments are disclosed under the equity Listing Agreement on a nearly continuous basis. 2. Where the equity of an issuer is not listed, and such an issuer seeks listing of debt securities (whether issued by way of a public issue or a private placement), detailed disclosures, fewer than those made under the equity Listing Agreement, would need to be made. III. The Listing Agreement for debt securities as set out at Annexure consists of two parts. The first part prescribes only incremental disclosures which are relevant for debt securities of such issuers whose equity shares are listed on the Exchange. The second part, which is applicable to issuers whose equity shares are not listed on the Exchange, prescribes detailed disclosures. During the currency of listing of equity shares, the issuer shall comply with provisions in Part A. In all other cases, the Issuer shall comply with provisions in Part B. IV. Applicability The Listing Agreement for debt securities shall come into force with immediate effect for al....
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....relevant Act) and having its Registered office at ___________________ (hereinafter called "the Issuer") with the _________ (name of the Stock Exchange) (hereinafter called 'the Exchange'). WHEREAS the Issuer has filed with the Exchange an application for listing its debt securities that have been issued by way of an offer document prepared in compliance with Schedule I of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 annexed hereto and made a part thereof. NOW THEREFORE in consideration of the Exchange having agreed to list the said securities, the Issuer hereby agrees to covenants stipulated in Part A or Part B (depending upon the status of listing of equity shares of the Issuer) of this Listing Agreement and agrees with the Exchange as follows :- PART A (Applicable where equity shares of the Issuer are listed) 1. The Issuer agrees that in addition to the covenants in the equity Listing Agreement executed between the Issuer and the Exchange, it shall comply with the covenants in this part. 2. The Issuer agrees that it shall forward to the debenture trustee promptly, whether a request for the same has been made or not: ....
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....RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) for payment of interest and redemption or repayment amounts as per applicable norms of the Reserve Bank of India. 8. The Issuer agrees that it shall notify the Exchange regarding expected default in timely payment of interests or redemption or repayment amount or both in respect of the debt securities as soon as the same becomes apparent. 9. The Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of allotment. 10. The Issuer agrees that (in case of listing of debt securities issued to public) - (a) allotment of securities offered to public shall be made within 30 days of the closure of the public issue; (b) it shall pay interest @ 15% per annum if the allotment has not been made and/or the refund orders have not been despatched to the investors within 30 days from the date of closure of the issue. 11. The Issuer agrees that in the event equity shares of the Issuer are delisted from the Exchange, the Issuer shall comply with provisions in PART B of this agreement. PART B (Applicable where equity shares of the Issuer are not listed on th....
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....S (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of interest and redemption or repayment amounts as per applicable norms of the Reserve Bank of India. The Issuer shall issue 'payable-at-par' warrants/ cheques for payment of interest and redemption amount; (e) at all times abide by the requirements of the Securities and Exchange Board of India Act, 1992, the Securities Contracts( Regulation) Act,1956 and rules and the regulations made thereunder as applicable to further issuance, if any, of debt securities. 17. The Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of allotment. 18. The Issuer agrees that (in case of listing of debt securities issued to public): (a) allotment of securities offered to public shall be made within 30 days of the closure of the public issue; (b) it shall pay interest @ 15% per annum if the allotment has not been made and/or the refund orders have not been despatched to the investors within 30 days from the date of closure of the issue. 19. The Issuer undertakes to promptly notify to the Exchange: (a) of any attachment or prohibitory ....
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....ring on the operation/performance of the Issuer as well as price sensitive information. 20. The Issuer agrees to close transfers or fix a record date for purposes of payment of interest and payment of redemption or repayment amount or for such other purposes as the Exchange may agree to or require and to give to the Exchange the notice in advance of at least seven clear working days, or of as many days as the Exchange may from time to time reasonably prescribe, stating the dates of closure of transfers (or, when transfers are not to be closed, the date fixed for taking a record of its debt security holders) and specifying the purpose or purposes for which the transfers are to be closed (or the record is to be taken). 21. The Issuer agrees: (a) to intimate to the Exchange, of its intention to raise funds through new debt securities either through a public issue or on private placement basis (if it proposes to list such privately placed debt securities on the Exchange) prior to issuing such securities; (b) to make an application to the Exchange for the listing of such new issue of debt securities and to submit such provisional documents as required by the Exchange; (c) to ens....
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....as soon as its debt securities are listed on the Exchange, it will pay to the Exchange fees as prescribed by the Exchange, and thereafter, so long as the securities continued to be listed on the Exchange, it will pay to the Exchange on or before April 30, in each year an Annual Listing Fee computed on the basis of the securities of the Issuer which are outstanding as on March 31 and listed on the Exchange. The Issuer also agrees that it shall pay the additional fee, at the time of making application for listing of debt securities arising out of further issue. 24. The Issuer agrees and undertakes, as a pre-condition for continued listing of securities, hereunder, to comply with any regulations, requirements, practices and procedures as may be laid down by the Exchange for the purpose of dematerialisation of securities hereunder in pursuance of the prevailing statutes and/or statutory regulations, to facilitate scripless trading. 25. In addition to the foregoing provisions and not in derogation thereof, the Issuer agrees to comply with the provisions of the relevant Acts including the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 a....
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....in the Accounting Standard on Consolidated Financial Statement (AS21) issued by ICAI. (b) For the purpose of the above disclosures the terms 'Associate' and 'Related Party' shall have the same meaning as defined in the Accounting Standard on "Related Party Disclosures (AS 18)" issued by ICAI (c) For the purpose of above disclosures director's interest shall have the same meaning as it has in section 299 of Companies Act, 1956. B. Cash Flow Statement The Issuer agrees to give cash flow statement, alongwith the Balance Sheet and Profit and Loss Account, which are prepared in accordance with the Accounting Standard on Cash Flow Statement (AS-3) issued by the Institute of Chartered Accountants of India. 29. Half-yearly Financial Results A. General (a) The Issuer agrees to furnish unaudited financial results on a half-yearly basis preferably in the format as per Annexure I to III within one month from the end of the half year to the Exchange. The same shall be subjected to limited review by the statutory auditors of the company (or in case of public sector undertakings, by any practicing Chartered Accountant) and a copy of the limited review report prepared on t....
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....e concurrence of Exchange and the previous permission in writing from SEBI withdraw its adherence to the clauses of this agreement for listing of its securities. THE ISSUER FURTHER AGREES that it may apply for relaxation from strict application of the provisions of this agreement, in case it is unable to comply with any of the provisions of this agreement on account of provisions of the Act/ Rules or Regulations/ any other document under which it is formed or governed, or in order to avoid undue hardship to the security holders, in which case the Exchange may grant the relaxation sought for, with the prior approval of SEBI. AND THE ISSUER FURTHER AGREES and declares that any of its securities listed on the Exchange shall remain on the list till the maturity or redemption of debt instrument or till the same are delisted as per the procedure laid down by SEBI and the Exchange in which case this agreement shall stand terminated AND THAT nothing herein contained shall restrict or be deemed to restrict the right of the Exchange to delist, suspend or remove from the list the said securities at any time and for any reason which the Exchange considers proper in accordance with the appl....
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....up equity share capital (Face Value of the Share shall be indicated) 14. Paid up Debt Capital 15. Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year 16. Debenture Redemption Reserve 17. Earnings Per Share (EPS) 18. Debt Equity Ratio 19. Debt Service Coverage Ratio 20. Interest Service Coverage Ratio Note: Suggested definition for Coverage Ratios: ISCR = Earnings before Interest and Tax / Interest Expense. DSCR = Earnings before Interest and Tax/ (Interest + Principal Repayment). Formula used for actual computation of the ratios shall be disclosed in the footnotes. Annexure II to Listing Agreement for Debt Securities Format for submitting the half yearly financial results by banks and NBFCs (Rs. lakh) Particulars 6 months ended (dd/mm/yyyy) Correspondin g 3 months ended in the previous year (dd/mm/yyyy) Year to Date figures for current Period ended(dd/m m/yyyy) Previous accounting year ended (dd/mm/yyyy) Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. Interest earned (a)+(b)+(c)+(d) (a) Interest/disc. on advances/ bills (b) Income on investments (c) Interest on balances with Reserve Ba....
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....hase of traded goods d) Other expenditure 3 Gross Profit (1-2) 4 General Administrative Expenses 5 Selling and Distribution Expenses 6. Depreciation 7 Operating Profit before interest (3) - (4+5+6) 8 Interest 9 Exceptional Items 10 Operating Profit after interest and Exceptional Items (7-8-9) 11 Other Income 12 Profit (+)/Loss (-) from Ordinary Activities before tax (10-11) 13 Tax Expense 14 Net Profit (+)/ Loss (-) from Ordinary Activities after tax (12-13) 15 Extraordinary items (net of tax expense) 16 Profit (+)/Loss(-) for the period(14-15) 17 Paid-up equity share capital (Face value of the Share shall be indicated) 18. Paid up Debt Capital 19 Reserves excluding Revaluation Reserves (as per balance sheet) of previous accounting year 20 Debenture Redemption Reserve 21 Earnings Per Share (EPS) 22 Debt Equity Ratio 23 Debt Service Coverage Ratio (DSCR) 24 Interest Service Coverage Ratio (ISCR) *Strike of whichever is not applicable Notes: (1) Total expenditure incurred on (1) Employee Cost or (2) Any item of expenditure which exceeds 10% of the total expenditure, shall be given as a note. (2) Suggested definition for Coverage Ratios: ISCR = Earnings befo....
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...._________ (Name of the Company) for the period ended ____. This statement is the responsibility of the Company's Management and has been approved by the Board of Directors/committee of Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. In the conduct of our Review we have relied on the review reports in respect of nonperforming assets received from concurrent auditors of _________ branches, inspection teams of the bank of _______ branches and other firms of auditors of _________ branches specifically appointed for this purpose. The....