TaxTMI 
TaxTMI 
Disclosures to be made in the Offer Document
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....ame of the Originator, the address of its registered office along with its telephone number, fax number, contact person, website address and e mail address; d) The title of the securitised debt instruments, expected maturity, coupons, their ratings; e) The number, nature, price, amount and issue size of securitised debt instruments offered through the offer document; f) Asset type being securitised along with the nature of transaction ; g) Issue Schedule: (a) Date of opening of the issue (b) Date of the closing of the issue h) Name/s of the stock exchanges where listing of the securitised debt instruments is proposed; i) The following disclaimer shall be made prominently in the first page of the offer document: "The submission of draft offer document to the Board should not in any way be deemed or construed that the same has been approved by SEBI. SEBI does not take responsibility for the financial soundness of the scheme launched by the issuer. Neither SEBI nor the stock exchanges are responsible for the correctness of any statements, opinions or other disclosures contained in this offer document. The....
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....wing information (wherever relevant) pertaining to the securitised debt instrument:- Originators ________, __________ (each referred to as an "Originator" and collectively referred to as the "Originators") Trustee [name of trustee] Issuer [name of special purpose distinct entity(SPDE)] Trust Property Initial Contribution to the SPDE INR [ ] Transaction Size INR [ ] Pool Principal on Settlement Date INR [ ] Pool Cut Off Date [date] [Specify future cut offs (if revolving in nature) or purchase of future receivables] Settlement Date [date] Payout Dates [date] Transaction Structure Each Originator proposes to sell the following assets to the Issuer on the Settlement Date: [nature of assets] [description of assets] [amount] The aggregate of the assets shall be referred to as the "Total Pool". [specify if par / premium / discount deal] The Issuer intends to issue [ ] securitised debt instruments representing an undivided beneficial interest in the Issuer's property including the Pool. [specify if there are future sales] Receivables [deta....
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....hedule Expected payment schedule Promised payment schedule First Payout Date Portfolio Audit Eligibility Criteria for the Receivables Regulatory requirements Investor requirements (concentration etc.) Minimum Holding Period, if any Minimum Holding Period, if any, during which the receivables are held by the Originator Minimum Retention Requirement, ^3[****] Continuing stake, if any, of Originator, if any, on the receivables Details of Transaction Documents Applicable Law and Jurisdiction Waterfall Mechanism Rules for cash flow to each investor and swap counterparty, and treatment of excess interest / residual cash flows and treatment, in case of prepayment of underlying loans or change in interest rate on loan] 5.0 Risks involved a) Description of the Assets and Debtors. b) Default Risk / Credit Risk related to the assets. c) Delinquency Risk. d) Dilution Risk, that is to say, any possible changes in the credit quality of the pool, excess spr....
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....plicants. ^4[****] i) Brief description of the basis of allotment and procedure which will be followed in case of over-subscription. j) Amount of minimum subscription and the steps that would be taken if minimum subscription is not received. k) Listing details and transferability. 8.0 The disclosures regarding Securitised debt instruments 8.1 The following disclosures shall be made regarding the securitised debt instruments offered: (a) An indication as to, where potential material liquidity shortfalls may occur, the availability and details of any liquidity support and plans to cover potential shortfalls. (b) Information regarding possible accumulation of surpluses in the issuer and an indication of the investment criteria for the investment of any liquidity surpluses. (c) Details of any other arrangements upon which payments of interest and principal to investors are dependent. 8.2 The tax treatment of the various transactions at the hands of the investor, special purpose distinct entity and originator shall be disclosed. 9.0 Disclosures about the Issuer a) A brief description of the issuer along ....
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.... the financial resources necessary to perform under the servicing agreement and/or trust agreement. 4. Disclosure about defaults ^5[in connection with servicing obligations undertaken in the past in preceding three years and the current financial year.,] if any. 5. Material terms of the servicing agreement and the servicer's duties, with the servicing agreement filed as an exhibit. 6. Servicing fees. 7. Events of default of the servicer and consequences thereof. 8. Replacement of the servicer, particulars about whether any backup servicer exists. 13.0 Disclosures about the Transaction Structure & Cash Flow 1. Description of the structure of the transaction, including, if necessary, a structure diagram. 2. Description of the entities participating in the issue and description of the functions, risks associated to be performed by them. 3. Excess spread and the treatment thereof. 4. Credit enhancement and liquidity support. 5. Credit collateral, over-collateralisation, guarantees or any other support from the originator or any third party, particulars of such credit enhancer, fees, if any, payable to s....
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....y or maturity date(s) of the assets; (d) the rate of return from the assets; (e) the criteria for the selection of the assets; (f) the number and value of the assets in the pool; (g) the method of origination or creation of the assets; (h) rights of recourse against the originator to the extent allowed in law, including a list of material representations and warranties given to the issuer relating to the assets; (i) rights to substitute the assets and the qualifying criteria; (j) any prepayment right including prepayment penalties available to the obligors; (k) level of concentration of the obligors in the asset pool, identifying obligors that account for ten per cent or more of the asset value; (l) where there is no concentration of obligors above ten per cent, the general characteristics and descriptions of the obligors; (m) the outstanding principal balance/anticipated collections over a definite period from the eligible assets; (n) the outstanding principal balance/anticipated collections over a definite period from the eligible assets as a percentage of the total amount of asset-....
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....in accordance with facts which are true, fair and adequate and does not omit anything likely to affect the import of such information. In our opinion, the issuer does not have any debts, liabilities or other claims which may increase the likelihood of the issuer being subjected to dissolution, voluntary or compulsory winding up or insolvency proceedings. In our opinion, the expected cash flow from the asset pool is sufficient to meet the obligations on the securitised debt instruments." (2) The offer document shall also contain a declaration made by the directors ^7[(in case of public issues), or authorised signatory (ies) (in case of privately placed securitised debt instruments)] of the originator in the following terms:- "We .............................................................. being the directors ^8[{or authorised signatory (ies)}] of the originator namely: ..................................... accept responsibility for the information contained in this offer document. To the best of our knowledge and belief and we have taken all reasonable care to ensure that the information contained in this document is in accordance with facts which are true, fair and ad....