TaxTMI 
TaxTMI 
Simplified Listing Agreement for Debt Securities
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.... such an issuer seeks listing of debt securities (whether by way of a public issue or a private placement), 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 co....
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....website at www.sebi.gov.in under the categories "Legal Framework". Yours faithfully, Satya Ranjan Prasad Enclosures: As above. Annexure LISTING AGREEMENT FOR DEBT SECURITIES This agreement made at ___________ this ______________________ day of___________20_____by_____________________ an issuer duly formed and registered under ________ (mention 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 follo....
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....ssuer agrees to send to the Exchange for dissemination, within one month from the end of half years September and March, a half- yearly communication, counter signed by trustees, containing inter-alia the following information: (a) credit rating; (b) asset cover available; (c) debt-equity ratio; (d) previous due date for the payment of interest/principal and whether the same has been paid or not; and (e) next due date for the payment of interest/principal. 7. The Issuer agrees that it shall use the services of ECS (Electronic Clearing Service), Direct Credit, 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 ....
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....h RBI) Explanation: Issuer may, subject to the consent of the debenture trustee send the information stipulated in (a) to (d) in electronic form/ fax. 14. The Issuer agrees that it shall forward to the debenture trustee any such information sought and provide access to relevant books of accounts as required by debenture trustee. 15. The Issuer agrees to send to its holders of debt securities upon request a copy of the Director's Annual Report, Balance Sheet and Profit and Loss Account. The Issuer further agrees to file the same with the Exchange. 16. The Issuer agrees that it shall :- (a) create and maintain security ensuring 100% security cover for listed secured debt securities at all times; (b) create and register the charges on the assets where secured debt securities are issued; (c) ensure timely interest/ redemption payment; (d) ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of interest and redemption or repayment a....
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....essary to enable the holders of the listed securities to clarify its position and to avoid the creation of a false market in such listed securities; (h) the date of the meetings of its Board of Directors at which the recommendation or declaration of issue of debt securities or any other matter affecting the rights or interests of holders of debt securities is proposed to be taken up, at least two days in advance; (i) of any changes in the General Character or nature of business / activities, disruption of operation due to natural calamity, revision in ratings and commencement of commercial production / commercial operations; (j) of any events such as strikes and lock outs. which have a bearing on the interest payment/ principal repayment capacity; (k) of any details of any letter or comments made by debenture trustees regarding payment/non-payment of interest on due dates, payment/nonpayment of principal on the due dates or any other matter concerning the security, Issuer and /or the assets along with its comments thereon, if any; (l) delay/ default in Payment of Interest / Principal Amount for a....
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....ation to the exchange only after the approval of the Board of Directors and the debenture trustee. 22. The Issuer agrees and undertakes to designate the Company Secretary or any other person as Compliance Officer who: (a) shall be responsible for ensuring compliance with the regulatory provisions applicable to such issuance of debt securities and report the same at the meeting of Board of Directors/ Council of Issuer held subsequently; (b) shall directly report to the Securities and Exchange Board of India, Stock Exchanges, Registrar of Companies, etc., and investors on the implementation of various clauses, rules, regulations and other directives of these authorities; (c) shall be responsible for filing the information in the CorpFiling system/ Electronic Data Information Filing and Retrieval (EDIFAR) System or any other platform as may be mandated by SEBI from time to time. The compliance officer and the Issuer shall ensure the correctness and authenticity of the information filed in the system and that it is in conformity with applicable laws and terms of the Listing Agreement; (d) ....
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....e Companies Act, 1956, shall be applicable for such meeting; (b) A half-yearly communication, counter signed by debenture trustee within one month from the end of the half year (September and March) containing, inter alia, following information: (i) credit rating; (ii) asset cover available; (iii) debt-equity ratio; (iv) previous due date for the payment of interest/ principal and whether the same has been paid or not; and (v) next due date for the payment of interest/ principal. 28. Annual Disclosure in Annual Report A. With respect to Parent and Subsidiary companies The Issuer shall make annual disclosures as under: Sl No In the books of an Issuer who is a Disclosures of amounts at the year end and the maximum amount of loans/ advances/ investments outstanding during the year. 1. Parent Loans and advances in the nature of loans to subsidiaries by name and amount. (i) Loans and advances in the nature of loans to associates by name and amount. (ii) Loans and advances in the nature of ....
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....service companies, which have followed functional (secondary) classification of expenditure in the annual profit and loss account published in the most recent annual report or which proposed to follow such classification for the current financial year, may furnish the half-yearly financial results in the alternative format given in Annexure III. The alternative format can be used only if such format is used consistently from the first half-year of the financial year. (b) Such unaudited half-yearly results should have been taken on record by the Board of Directors/ Council of Issuer as the case may be or its Sub Committee and signed by the Managing Director / Executive Director. (c) The Issuer shall, within 48 hours of the conclusion of the Board/Council or its Sub Committee Meeting, publish the unaudited financial results in at least one English daily newspaper circulating in the whole or substantially the whole of India. B. Results for the last half year The issuer agrees that if it intimates in advance to the Stock Exchange/s that it would publish audited results within a period of 3 months from the end of the financial year, ....
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....ovisions. Explanation: For this purpose, 'Securities Laws' mean the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the provisions of the Companies Act, 1956 which are administered by SEBI under section 55A thereof, the rules, regulations, guidelines etc. made under these Acts and the Listing Agreement for debt securities. IN WITNESS WHEREOF the Issuer has caused these presents to be executed and its Common Seal to be hereunto affixed as of the day and year first above written. The common seal of __________________________________ was hereunto affixed pursuant to a resolution passed at a meeting held on _______ day of_______ Signature of the Board of Directors/Council of the Issuer_______________________ in the presence of _____________Signature ----X---X---X--- Annexure I to Listing Agreement for Debt Securities Format for submitting the half yearly financial results by companies other than banks and NBFCs (Rs. lakh) Particulars 6 months ended (dd/mm/yyy y) Corresponding 6 months ended in the previous year dd/mm/yyyy) Year to Date figures for current Period ended (dd/mm/yyy....
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....al 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 Bank of India and other inter bank funds (d) Others 2. Other Income 3. Total Income (1+2) 4. Interest Expended 5. Operating Expenses (i)+(ii) &nb....
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....or submitting the half yearly financial results by companies other than Banks and NBFCs eligible for alternative format (Rs. lakh) Particulars 3 months ended (dd/mm/y yyy) Correspondin g 3 months ended in the previous year(dd/mm/y yyy) Year to Date figures for current Period ended(dd/mm/ yyyy) Year to date figures for the previous year ended (dd/mm/yyyy) Previous accounting year ended (dd/mm/yyy y) Audited/ Unaudite d* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. Net Income from sales/ services 2. Cost of sales/services a) Increase/decrease in stock in trade and work in progress b) Consumption of raw materials c) Purchase of traded goods d) Other expenditure 3 Gross Profit (1-2) 4 General Administrative Expenses 5 Selling and Distribution Expenses 6. Depreciation  ....
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....banks and NBFCs Review Report to ......................... We have reviewed the accompanying statement of unaudited financial results of _________ (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. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financ....