DISCLOSURES
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....es have been listed, within five working days of execution of the same. F. Any other particulars or documents that the recognized stock exchange may call for as it deems fit. G. An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustees to the proposed issue has been obtained. 2. Issuer shall submit the following disclosures to the Debenture Trustee in electronic form (soft copy) at the time of allotment of the debt securities: A. Memorandum and Articles of Association and necessary resolution(s) for the allotment of the debt securities; B. Copy of last three years' audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements; D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications , if any. E. An undertaking to the effect that the Issuer would, till the redemption of the debt securities, submit the details mentioned in point (D) above to the Tru....
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.... EBITDA EBIT Interest PAT Dividend amounts Current ratio Interest coverage ratio Gross debt/equity ratio Debt Service Coverage Ratios For Financial Entities Networth Total Debt of which - Non Current Maturities of Long Term Borrowing - Short Term Borrowing - Current Maturities of Long Term Borrowing Net Fixed Assets Non Current Assets Cash and Cash Equivalents Current Investments ....
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....sp; Notes: - Shares pledged or encumbered by the promoters (if any) ii. List of top 10 holders of equity shares of the Company as on the latest quarter end:- Sr No Name of the shareholders Total No of Equity Shares No of shares in demat form Total Shareholding as % of total no of equity shares e. Following details regarding the directors of the Company:- i. Details of the current directors of the Company* Name, Designation and DIN Age Address Director of the Company since Details of other directorship * Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any. ii. Details of change in directors since last three years:- Name, Designation and DIN Date of Appointment / Resignation Director of the Company since ( in case of resignation) Remarks f. Following details regarding the auditors of the Company:- i. Details of the auditor of the Company:- Name Address Auditor since ii. Details of change in audit....
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....ast 5 years . ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option; h. Details of Promoters of the Company:- i. Details of Promoter Holding in the Company as on the latest quarter end:- Sr No Name of the shareholders Total No of Equity Shares No of shares in demat form Total shareholding as % of total no of equity shares No of Shares Pledged % of Shares pledged with respect to shares owned. i. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any. * j. Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. * k. Any material event/ development or change having impli....
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.... Secured or Unsecured Seniority Senior or Subordinated. Mode of Issue Private placement Eligible Investors Listing ( including name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument _______ by _____ Ltd. Issue Size Option to retain oversubscription ( Amount ) Objects of the Issue Details of the utilization of the Proceeds Coupon Rate Step Up/Step Down Coupon Rate 1 Coupon Payment Frequency Coupon payment dates Dates on which coupon will be paid. Coupon Type Fixed, floating or other coupon structure. Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc). Day Count Basis Actual/ Actual Interest on Application Money Default Interest Rate Tenor __ Months from the Deemed Date of Allotment Redemption Date Dates on which Principal will be repaid. Redemption Amount Redemption Preium /Discount Issue Price The price at which bond is issued ....
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.... to the issue ] Governing Law and Jurisdiction Notes: 1. If there is any change in Coupon Rate rate pursuant to any event including elapse of certain time period or downgrade in rating , then such new Coupon Rate and events which lead to such change should be disclosed. 2. The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can't be made due to any reason like sudden bank holiday etc., should be laid down. 3. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed. ^11[****] The interest rates mentioned in above three cases are the minimum interest rates payable by the Company and are independent of each other. ^18[4. While the debt securities are secured to the tune of 100% of the principal and interest amount or as per the terms of offer document/ information Memorandum , in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that the security is maintained, however, the recovery of 100% of the amount shall depend on the market scenari....
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....) and borrowings, if any. v. Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of issue i.e. public issue or private placement. vi. Issue size . vii. Details of utilization of the issue proceeds. viii. A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer ix. Details of other borrowings including any other issue of debt securities in past; x. Any material event/ development or change at the time of issue or subsequent to the issue which may affect the issue or the investor's decision to invest / continue to invest in the debt secutities. xi. Particulars of the debt securities issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option. xii. A list of highest ten holders of each class or kind of securities of the issuer as on the date of application along with particulars as to number of shares or debt securities held by them and the address of each such holder. xiii. An undertaking that the issuer shall use a common form of tr....
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....w.e.f. 24-03-15 for the words "Put option". 3 Ibid. 4 Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment)Regulations, 2015 w.e.f. 24-03-15 for the words "Call option". 5 Ibid 6 Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2015 w.e.f. 24-03-15 for the words "put option". 7 Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2015 w.e.f. 24-03-15 for the words "call option". 8 Substituted by the SEBI (Issue and Listing of Debt Securities)(Amendment) Regulations, 2015 w.e.f. 24-03-15 for the words "Put option" and "Call option" respectively. 9 Inserted by the SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 w.e.f. 25-05-16. 10. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/13 dated 07-05-2019 11. Omitted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/13 dated 07-05-2019 before it was read as "b. In privately placed issues, additional Covenants shall be included as part of the Issue Details on the following lines, as per agreement between the issuer and investor: i. Security Creation (where applicable): ....
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