TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021.
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....n form for a public issue containing such salient features of a prospectus as specified by the Board; (b) "Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (c) "advertisement" means and includes notices, brochures, pamphlets, show cards, catalogues, hoardings, placards, posters, insertions in newspaper, pictures, films, websites or in any other print or digital medium, radio, television programmes through any electronic medium; (d) "arranger", in relation to a private placement of non-convertible securities, means a merchant banker or a broker registered with the Board, a primary dealer registered with Reserve Bank of India, who, prior to acting as an arranger in an issue of non-convertible securities is appointed by the issuer to act as such on behalf of the persons eligible to participate on the electronic book provider platform; (e) "Board" means the Securities and Exchange Board of India established under the provisions of Section 3 of the Act; (f) "book building" means a process undertaken to elicit demand and to assess the price for determination of the quantum or value of the non-convertible securities, in accordance with these reg....
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....Sustainable water management including clean and/or drinking water, water recycling, (iv) Climate change adaptation, (v) Energy efficiency including efficient and green buildings, (vi) Sustainable waste management including recycling, waste to energy, efficient disposal of wastage, (vii) Sustainable land use including sustainable forestry and agriculture, afforestation, (viii) Biodiversity conservation, or (ix) a category as may be specified by the Board, from time to time. (r) "group companies" includes such companies, other than promoter(s), subsidiary/subsidiaries, with which there were related party transactions, during the period for which financial information is disclosed in the offer documents, as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer; (s) "issuer" means a company or a body corporate or a statutory corporation or a multilateral institution or a trust registered with the Board as a Real Estate Investment Trust (REIT) or an Infrastructure Investment Trust (InvIT), authorised to issue non-convertible securities and/or commercial paper under ....
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....lic offer), which satisfies the applicable conditions specified in Section 42 of the Companies Act, 2013 (18 of 2013); (dd) "prospectus" shall have the same meaning assigned to it under Section 2 of the Companies Act, 2013 (18 of 2013); (ee) "promoter" shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (ff) "promoter group" shall have the same meaning assigned to it under regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Explanation: In case of Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT), 'promoter' and 'promoter group' shall mean 'sponsor' and 'sponsor group' as per the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, respectively; (gg) "public issue" means an offer or invitation by an issuer to the public to subscribe to its debt securities and/or non-convertible redeemable preference shares which....
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....fied in the offer document, are open for business; Explanation: For the purpose of this definition, in respect of - (i) Announcement of bid /issue period: working day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in the city as notified in the offer document are open for business; (ii) the time period between the bid/ issue closing date and the listing of the non-convertible securities on the stock exchanges: working day shall mean all trading days of the stock exchanges for non-convertible securities, excluding Saturdays, Sundays and bank holidays, as specified by the Board; (2) All other words and expressions used but not defined in these regulations, shall have the same meanings respectively assigned to them in the Act or the Companies Act, 2013 (18 of 2013) or the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Depositories Act, 1996 (22 of 1996) and/or the rules and regulations made thereunder or any statutory modification or re-enactment thereto, unless the context requires otherwise. Applicability 3. Unless otherwise provided, these regulations shall apply to the: ....
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....rictions mentioned in (a) and (b) above shall not be applicable if the period of debarment is over as on date of filing of the draft offer document with the Board. (iii) restrictions mentioned at (c) and (d) shall not be applicable in case of private placement of non-convertible securities. (2) No issuer shall make a public issue of non-convertible securities if as on the date of filing of draft offer document or offer document, the issuer is in default of payment of interest or repayment of principal amount in respect of non-convertible securities, if any, for a period of more than six months. In-principle approval 6. The issuer shall make an application to one or more stock exchange(s) and obtain an in-principle approval for listing of its non-convertible securities from the stock exchange(s) where such securities are proposed to be listed: Provided that where the application is made to more than one stock exchange, the issuer shall choose one among them as the designated stock exchange. Explanation: For any subsequent issue, the issuer may choose a different stock exchange as a designated stock exchange subject to the requirements of this regulation. D....
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.... convertible securities shall be on Actual/Actual. (2) All payments required to be made by an issuer shall be made on a working day. (3) In case the due date of any amount payable by the issuer falls on a day which is not a working day, such payments shall be made in a manner as specified by the Board. Right to recall or redeem prior to maturity. 15. (1) An issuer making issuance of non-convertible securities shall: (a) have the right to recall such securities prior to the maturity date (call option); or, (b) shall have a right to provide such right of redemption of debt securities prior to the maturity date (put option) to all the investors or only to retail investors. (2) Such right to recall non-convertible securities or redeem debt securities prior to the maturity date shall be exercised in accordance with the terms of issue and detailed disclosure in this regard shall be made in offer document including date from which such right is exercisable, period of exercise (which shall not be less than three working days) and redemption amount (including the premium or discount at which such redemption shall take place). (3) The issuer or investor ma....
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.... Identification Number, as may be specified by the Board from time to time. (2) Any default committed by the issuer shall be reckoned at the International Securities Identification Number level notwithstanding the debt securities and/or non-convertible redeemable preference shares being issued under different offer documents. Trust Deed 18. (1) The issuer and the debenture trustee shall execute the trust deed within such timelines as may be specified by the Board. (2) Where an issuer fails to execute the trust deed within the period specified in the sub-regulation (1), without prejudice to any liability arising on account of violation of the provisions of the Act and these regulations, the issuer shall also pay interest of at least two percent per annum or such other rate, as specified by the Board to the holder of debt securities, over and above the agreed coupon rate, till the execution of the trust deed. (3) A clause stipulating the requirement under sub-regulation (2) shall form part of the Trust Deed and also be disclosed in the Offer Document. (4) Every debenture trustee shall amongst other matters, accept the trust deeds which shall contain the matters as p....
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....s on the recognized stock exchange or such other platform as referred to in sub-regulation (2). Distribution of Dividend in case of default in payment of interest or redemption of debt securities 22. Where the issuer has defaulted in payment of interest or redemption of debt securities or in creation of security in accordance with the terms of the offer document, any distribution of dividend shall require approval of the debenture trustee. Obligations of the Issuer 23. (1) The issuer shall treat all applicants to an issue of non-convertible securities in a fair and equitable manner as per the procedures as may be specified by the Board. (2) The issuer shall not employ any device, scheme, or artifice to defraud in connection with issue or subscription or distribution of non-convertible securities which are listed or proposed to be listed on the recognized stock exchange(s). (3) The issuer shall apply for Securities and Exchange Board of India Complaints Redress System (SCORES) authentication in the format specified by the Board and shall use the same for all issuance of non-convertible securities. (4) In case of a public issue, the issuer shall provide all requi....
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....n-convertible redeemable preference shares for providing loan to or acquisition of shares of any entity who is part of the promoter group or group companies: Provided that where the issuer is a Non-Banking Finance Company, Housing Finance Company or a Public Financial Institution the aforesaid restriction shall not apply and appropriate disclosures shall be made as specified in the Schedule I of these regulations. Issuance of green debt securities 26. An issuer desirous of issuing and listing of green debt securities shall comply with the conditions as may be specified by the Board. Filing of draft offer document 27. (1) No issuer shall make a public issue of debt securities and/or non-convertible redeemable preference shares unless a draft offer document has been filed with all the stock exchanges on which such securities are proposed to be listed, through the lead manager. (2) The draft offer document filed with the stock exchange(s) shall be made public by posting the same on the website of the stock exchange(s) for seeking public comments for a period of seven working days from the date of filing the draft offer document with stock exchange(s). (3) The d....
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....ons, instead of audited financial statements for the stub period, they may disclose unaudited financial information for such period in the format as prescribed in the listing regulations with limited review report, as filed with the stock exchange(s), subject to necessary disclosures in this regard in the offer document including risk factors. (5) The lead manager(s) shall: (a) verify and confirm that the disclosures made in the offer documents are true, fair and adequate and ensure that the issuer is in compliance with these regulations including all the transaction specific disclosures as required in Schedule I of these regulations, disclosures as required under the relevant provisions of the Companies Act, 2013 (18 of 2013) and any other disclosures as may be specified by the Board. (b) ensure that the track record of the public issues of non-convertible securities managed by them is disclosed on their website with a reference in the offer document, for a period of three financial years from the date of listing of each public issue managed by the lead manager(s): Provided that all lead managers who have signed the due diligence certificate for such iss....
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....ny incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the issue, except for fees or commission for services rendered in relation to the issue. Abridged Prospectus and application forms 32. (1) The issuer and lead manager shall ensure that: (a) every application form and the abridged prospectus is in the format as specified by the Board; (b) the abridged prospectus shall not contain matters which are extraneous to the contents of the offer document; (c) adequate space shall be provided in the application form to enable the investors to fill in various details like name, address, etc. (2) The issuer may provide the facility for subscription of application in electronic mode. (3) The abridged prospectus shall be in the format as specified in Part B of Schedule I of these regulations. Price Discovery and Book building 33. (1) The issuer may determine the price and/or coupon of debt securities and non-convertible redeemable preference shares in consultation with the lead manager. (2) The issue of debt securities and non-convertible redeemable preference shares may....
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....sure of issue as may be specified by the Board (scheduled listing date), all application moneys received or blocked in the public issue shall be refunded or unblocked forthwith within two working days from the scheduled listing date to the applicants through the permissible modes of making refunds and unblocking of funds. For delay in refund/unblocking of funds beyond the timeline as specified above, the issuer shall be liable to pay interest at the rate of fifteen percent per annum to the investors from the scheduled listing date till the date of actual payment. (3) The issuer shall file the following documents along with the listing application to the stock exchange and with the debenture trustee (in case of debt securities): (a) Offer Document; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and the list of authorised signatories for the allotment; (d) Copy of last three years Annual Reports; (e) Reports about the business or transaction to which the proceeds of the securities are to be applied directly or indirectly; (f) Stat....
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.... prior to sending the notice to holders of debt securities, file a copy of the notice and proposed resolution with the stock exchange(s) where such debt securities are listed, for dissemination of the same to public on its website. (6) The existing trust deed may be continued if it provides for such continuation or the same may be amended or fresh trust deed may be executed at the time of such roll over. (7) The issuer shall on completion of the roll over, intimate the stock exchange(s) about the roll-over of the debt securities. (8) The issuer shall create and maintain adequate security in respect of such debt securities to be rolled over. (9) The issuer shall redeem the debt securities of all such holders, who have not given their positive consent for the roll-over. Due Diligence by Debenture trustee 40. The debenture trustee shall, at the time of filing the draft offer document with the stock exchange(s) and prior to opening of the public issue of debt securities, furnish to the Board and stock exchange(s), a due diligence certificate in the format as specified in Schedule IV of these regulations. Filing of Shelf Prospectus and Tranche Prospectus. 41. (1)....
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....f the issuer has cured the default at least thirty days prior to the date of filing the draft shelf prospectus. (2) The issuer who has filed shelf prospectus shall file a copy of tranche prospectus with the stock exchange(s) and the Board, immediately on filing the same with the Registrar of Company. (3) The shelf prospectus shall contain the following disclosures: (a) disclosures specified in Schedule I of these regulations; (b) disclosures specified in the Companies Act (18 of 2013), as applicable; and (c) additional disclosures as may be specified by the Board. (4) The tranche prospectus shall contain details of the issue and material changes, if any, in the information including the financial information provided in the shelf prospectus or the earlier tranche prospectus, as applicable. Explanation: For the purpose of this regulation, "material" means anything which is likely to impact an investor's informed investment decision. Retention of Over Subscription 42. An issuer shall be allowed to retain over-subscription up to a maximum of hundred percent of the base issue size or any lower limit as specified in the prospectus subject to ....
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....ed by the Board from time to time, over and above the coupon/dividend applicable for such securities. (2) The issuer shall file the following documents along with the listing application to the stock exchange and with the debenture trustee (in case of debt securities): (a) Placement Memorandum; (b) Memorandum of Association and Articles of Association; (c) Copy of the requisite board/ committee resolutions authorizing the borrowing and list of authorized signatories for the allotment of securities; (d) Copy of last three years Annual Reports; (e) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (f) An undertaking from the issuer stating that the necessary documents for creation of the charge, wherever applicable, including the Trust Deed has been executed within the time frame prescribed in the relevant regulations/Act/rules etc. and the same would be uploaded on the website of the designated stock exchange, where such securities have been proposed to be listed; (g) In case of debt securities, an undertaking that permission / consent from the prior creditor for a se....
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....imited review report, as filed with the stock exchange(s), subject to necessary disclosures in this regard in the placement memorandum including risk factors. Allotment of securities 46. The issuer shall ensure allotment of debt securities and non-convertible redeemable preference shares issued on a private placement basis and credit to the dematerialised account of the investors, is made within such time as may be specified by the Board. PART B ADDITIONAL PROVISIONS FOR LISTING OF DEBT SECURITIES ISSUED ON PRIVATE PLACEMENT BASIS Filing of shelf placement memorandum 47. (1) An issuer making a private placement of debt securities and seeking listing thereof on a stock exchange(s) may file a shelf placement memorandum. (2) The shelf placement memorandum shall indicate a period not exceeding one year as the period of validity of such memorandum which shall commence from the date of opening of the first offer of debt securities under that memorandum, and in respect of a second or subsequent offer of such debt securities issued during the period of validity of that memorandum, no further placement memorandum is required: Provided that the issuer while making any....
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....T INSTRUMENTS, PERPETUAL NON-CUMULATIVE PREFERENCE SHARES AND SIMILAR INSTRUMENTS General Conditions 50. (1) Issuers permitted by the Reserve Bank of India to issue perpetual debt instruments, perpetual noncumulative preference shares and instruments of similar nature forming part of non-equity regulatory capital may list such instruments after complying with the conditions stipulated under this chapter. (2) An issuer may issue such instruments in compliance with the guidelines issued by the Reserve Bank of India and/or any other relevant laws applicable to them. (3) Issuers of these securities shall be required to make the following disclosures: (a) disclosures as specified under Schedule II; (b) any disclosure as may be provided under the guidelines framed by the Reserve Bank of India or the Companies Act, 2013 (18 of 2013), as applicable; (c) any other disclosures as may be specified by the Board. (4) The issuer shall comply with the terms and conditions as may be specified by the Board from time to time and shall make adequate disclosures in the offer document regarding the features of these instruments and relevant risk factors and ....
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....e to the action under Sections 11, 11A, 11 B, 11D, sub- section (3) of Section 12 , Chapter VIA and Section 24 of the Act or Section 439 of the Companies Act, 2013 (18 of 2013), the Board may either suo-moto or on receipt of information or on completion or pendency of inspection, inquiry or investigation, in the interests of the securities market, issue or pass such directions as it deems fit including any or all of the following: (a) directing the issuer to refund of the application monies to the applicants in an issue; (b) directing the persons concerned not to further deal in securities in any particular manner; (c) directing the persons concerned not to access the securities market for a particular period; (d) restraining the issuer or its promoters or directors from making further issues of non-convertible securities; (e) directing the person concerned to sell or divest the non-convertible securities; (f) directing the issuer or the depository not to give effect to transfer or directing further freeze of transfer of non-convertible securities; (g) any other direction which the Board may deem fit and proper in the c....
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....n from any of the provisions of this regulation, an application giving details and the grounds on which, such relaxation has been sought, shall be filed with the Board. (3) The application referred to under sub-regulation 2 shall be accompanied by a non-refundable fee of rupees one lakh, payable by way of direct credit in the bank account through electronic modes including payment gateways or such other mode allowed by the Reserve Bank of India. (4) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets. (5) Any exemption granted by the Board under sub-regulation (4) shall be subject to the applicant satisfying such conditions as may be specified by the Board including conditions to be complied with on a continuous basis. Explanation: For the purposes of these regulations, "regulatory sandbox" means a live testing environment where new products, processes, services, bu....
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....red, accrued or incurred under the repealed regulations, any penalty, incurred in respect of any violation committed against the repealed regulations, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the repealed regulations has never been repealed. (3) Subsequent to the repeal of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Redeemable Preference Shares) Regulations, 2013, any reference thereto in any other regulations made, guidelines or circulars issued thereunder by the Board shall be deemed to be a reference to the corresponding provisions of these regulations. SCHEDULE I DISCLOSURES FOR PUBLIC ISSSUE OF DEBT SECURITIES AND NON CONVERTIBLE REDEEMABLE PREFERENCE SHARES SCHEDULE I [See Regulation 25(4), Regulation 28(2), Regulation 28(5) and Regulation 41(3)] Applicability An issuer seeking to list its debt securities or non- convertible redeemable preference shares on a recognized stock exchange issued by ....
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.... raised through all the stages of offers of debt securities and nonconvertible redeemable preference shares made through the shelf prospectus; h. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; i. The issue schedule - (i) date of opening of the issue; (ii) date of closing of the issue; (iii)date of earliest closing of the issue, if any. j. Credit ratings; (cross reference to press release be provided) k. All the ratings obtained for the public issue; l. The name(s) of the recognised stock exchanges where the securities are proposed to be listed; m. Coupon rate, coupon payment frequency, redemption date, redemption amount in case of debt securities; n. Dividend rate, dividend payment frequency, redemption date, redemption amount in case of non-convertible redeemable preference shares; o. Nature and issue size, base issue and green shoe option, if any, shelf or tranche size, each as may be applicable; p. Details about underwriting of the issue, including the amount undertaken to be underwritten by the underwriters. 2.2 Following disclo....
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....the stock exchange where the recovery expense fund, where applicable, is being/has been created as specified by the Board. 2.2.5 The following details regarding the issue to be captured in a table format under "Issue Schedule", as prescribed below: Particulars Date Issue Opening Date Issue Closing Date Pay In Date Deemed Date of Allotment 2.2.6 Issue Details: Name, logo, addresses, website URL, email address, telephone number and contact person of • Merchant bankers and co-managers to the issue, • Debenture trustee to the issue, • Credit Rating Agency for the issue, • Registrar to the Issue • Legal Counsel, • Legal Advisor, • Statutory Auditors, • Bankers to the Issue, • Sponsor Bank, • Guarantor, if applicable • Arrangers, if any. 2.2.7 About the Issuer A brief summary of the business/ activities of the Issuer and its subsidiaries with the details of branches / units and line of business containing at least following information:- • Overview of the busines....
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.... (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Current tax liabilities (net) Other current liabilities Total liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss Total revenue From operations Other income Total Expenses Total comprehensive income Profit / loss Other comprehensive income Profit / loss after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used i....
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.... Profit / loss after tax Earnings per equity share: (a) basic; and (b) diluted Continuing operations Discontinued operations Total Continuing and discontinued operations Cash Flow Net cash generated from operating activities Net cash used in / generated from investing activities Net cash used in financing activities Cash and cash equivalents Balance as per statement of cash flows Additional information Net worth Cash and Cash Equivalents Current Investments Assets Under Management Off Balance Sheet Assets Total Debts to Total assets Debt Service Coverage Ratios  ....
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....ny etc) on behalf of whom it has been issued. 2.2.11 Details of any other contingent liabilities of the issuer based on the last audited financial statements including amount and nature of liability. 2.2.12 A brief history of the Issuer since its incorporation giving details of its following activities :- a. Details of Share Capital as on last quarter end:- Share Capital Amount Authorized Share Capital Issued, Subscribed and Paid-up Share Capital b. Changes in its capital structure as on last quarter end, for the last three years :- Date of Change ( AGM/EGM) Particulars c. Equity Share Capital History of the Company, for the last three years :- Date of Allotment No. of Equity Shares Face Value Issue Price Consideration (Cash, Other than cash, etc) Nature of Allotment Cumulative Remarks No. of Equity Shares Equity Share Capital Equity Share Premium d. Details of any Acquisi....
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....e offer or separately in furtherance of such objects; d. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. e. Details of change in directors since last three years:- Name, Designation and DIN Date of Appointment Date of Cessation, if applicable Date of resignation, if applicable Remarks 2.2.14 Following details regarding the auditors of the Issuer:- a. Details of the auditor of the Issuer:- Name of the Auditor Address Auditor since b. Details of change in auditor since last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.2.15 Details of the following liabilities of the issuer, as at the end of the last quarter or if available, a later date:- a. Details of Outstanding Secured Loan Facilities :- Name of lender Type of Facility ....
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.... 2.2.18 Details of pending litigation involving the issuer, promoter, director, subsidiaries, group companies or any other person, whose outcome could have material adverse effect on the financial position of the issuer, which may affect the issue or the investor's decision to invest / continue to invest in the debt securities and/ or non- convertible redeemable preference shares. 2.2.19 Details of acts of material frauds committed against the issuer in the last three years, if any, and if so, the action taken by the issuer. 2.2.20 Details of pending proceedings initiated against the issuer for economic offences; 2.2.21 Any litigation or legal action pending or taken against the promoter of the company by a Government Department or a statutory body during the last three years immediately preceding the year of the issue of prospectus; 2.2.22 Related party transactions entered during the last three financial years with regard to loans made or, guarantees given or securities provided. 2.2.23 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, litigations ....
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....ence shares a. Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; b. Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. 2.2.30 The offer document shall not include a statement purporting to be made by an expert unless the expert is a person who is not, and has not been, engaged or interested in the formation or promotion or management, of the company and has given his written consent to the issue of the prospectus and has not withdrawn such consent before the delivery of a copy of the prospectus to the Registrar for registration and a statement to that effect shall be included in the prospectus. 2.2.31 In case the issuer is a Non-Banking Finance Company (NBFC) and the objects of the issue entail loan to any entity who is a 'group company' then disclosures shall be made in the following format: S No. Name of the Borrower (A) Amount of Advances /exposures to such borrower (Group)(Rs. Crore) (B) Percentage of xposure (C)= B/Total AUM a. In order to allow investors to better assess t....
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....o take an informed decision for making investment in the proposed issue. b. Disclaimer Statement from the issuer and lead manager(s): A statement to the effect that the issuer and the lead manager(s) accept no responsibility for statements made otherwise than in the offer document or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at their own risk. c. Disclaimer in respect of jurisdiction: A brief paragraph mentioning the jurisdiction under which provisions of law and the rules and regulations are applicable to the offer document. d. Disclaimer clause of the stock exchanges and Credit Rating Agencies. e. Disclaimer clause of the Reserve Bank of India, the Insurance Regulatory and Development Authority of India or of any other relevant regulatory authority. 2.2.34 UNDERTAKING BY THE ISSUER "Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including....
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....ion to maintenance of security cover or full recovery of the security in case of enforcement i. The following clause on 'General Risk' shall be incorporated in a box format: "Investment in debt securities/non-convertible redeemable preference shares involve a degree of risk and investors should not invest any funds in such securities unless they can afford to take the risk attached to such investments. Investors are advised to take an informed decision and to read the risk factors carefully before investing in this offering. For taking an investment decision, investors must rely on their examination of the issue including the risks involved in it. Specific attention of investors is invited to statement of risk factors contained under Section [*] of this offer document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the debt securities/non-convertible redeemable preference shares or investor's decision to purchase such securities." j. A risk factor to state that while the debenture is secured against a charge to the tune of 100% of the principal and interest amount in favour of debe....
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....he issue of the prospectus; (c) in purchase or acquisition of any immoveable property including indirect acquisition of immoveable property for which advances have been paid to even third parties, disclosures regarding - (i) the names, addresses, descriptions and occupations of the vendors; (ii) the amount paid or payable in cash, to the vendor and where there is more than one vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (iii) the nature of the title or interest in such property proposed to be acquired by the company; and (iv) the particulars of every transaction relating to the property, completed within the two preceding years, in which any vendor of the property or any person who is, or was at the time of the transaction, a promoter, or a director or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. (2)(a) ....
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....preceding the issue of offer document as under - (a) all transactions with related parties with respect to giving of loans or, guarantees, providing securities in connection with loans made, or investments made ; (b) all other transactions which are material to the issuer company or the related party, or any transactions that are unusual in their nature or conditions, involving goods, services, or tangible or intangible assets, to which the issuer company or any of its parent companies was a party: (7) The summary of reservations or qualifications or adverse remarks of auditors in the last three financial years immediately preceding the year of issue of prospectus and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remarks. (8) The details of any inquiry, inspections or investigations initiated or conducted under the Securities laws or Companies Act or any previous companies law in the last three years immediately preceding the year of issue of offer document in the case of company and all of its subsidia....
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....secured) Seniority (Senior or Subordinated) Eligible Investors Listing (name of stock Exchange(s) where it will be listed and timeline for listing) Rating of the Instrument Issue Size Minimum subscription Option to retain oversubscription ( Amount ) Objects of the Issue / Purpose for which there is requirement of funds Details of the utilization of the Proceeds Coupon / Dividend Rate Step Up/Step Down Coupon Rate Coupon/Dividend Payment Frequency Coupon / Dividend payment dates (Cumulative / non cumulative, in case of dividend Coupon Type (Fixed, floating or other 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 Redemption Date Redemption Amount Redemption Premium /Discount Issue Price Discount at....
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....hile debt securities are secured to the tune of 100% of the principal and interest amount or such higher amount as per the terms of offer document in favour of Debenture Trustee, it is the duty of the Debenture Trustee to monitor that such security is maintained. d. The issuer shall provide granular disclosures in their offer document, with regards to the "Object of the Issue" including the percentage of the issue proceeds earmarked for each of the "object of the issue". Further, the amount earmarked for "General Corporate Purposes", shall not exceed 25% of the amount raised by the issuer in the proposed issue. PART B ABRIDGED PROSPECTUS THIS ABRIDGED PROSPECTUS CONSISTS OF XX PAGES, PLEASE ENSURE THAT YOU GET ALL PAGES Please ensure that you read the Prospectus and the general instructions contained in this Memorandum before applying in the Issue. Unless otherwise specified, all capitalised terms used in this form shall have the meaning ascribed to such terms in the Prospectus. The investors are advised to retain a copy of Abridged Prospectus for their future reference. You may obtain a physical copy of the Application form from our Registered Office, t....
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....ail thereof PROMOTER Brief profile of promoter(s) not exceeding 500 words DIRECTORS Sr. No Name Designation (Independent / Whole time / Executive / Nominee) Experience 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. For further details, please refer to page no.[●] of the Prospectus. BUSINESS Maximum 500 words RISK FACTORS The below mentioned risks are top 10 risk factors each (Headings only), as per the Prospectus, including 3 each pertaining to the Issuer and the NCDs. Please read the risk factors carefully, see section titled "Risk Factors" on page no. [●]of the Prospectus 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. FINANCIAL HIGHLIGHTS As per Schedule I of SEBI (Issue and listing of Non-Convertible Securities) Regulations, 2021, as amended : Parameters Upto latest half year FY FY ....
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....nbsp; ESCROW COLLECTION BANKS/BANKERS TO THE ISSUE: Only names to be included SELF CERTIFIED SYNDICATE BANKS: The banks which are registered with SEBI under the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 and offer services in relation to ASBA, including blocking of an ASBA Account, a list of which is available on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as may be prescribed by SEBI from time to time. OBJECTS OF THE ISSUE: The Net Proceeds raised through the Issue will be utilised for following activities in the ratio provided as below : a) For the purpose of [●]-[●] % of the amount raised and allotted in the Issue b) For General Corporate Purposes- [●]% of the amount raised and allotted in the Issue ISSUE PROCEDURE: 1) Applications Cannot be made by: The following categories of persons, and entities, shall not be eligible to participate in the Issue and any Applications from such persons and entities are liable to be rejected: a) Minors without a guardian name (A guardian....
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....and active DP ID, Client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment of the Bonds. f) If the ASBA Account holder is different from the ASBA Applicant, the Application Form should be signed by the ASBA Account holder also, in accordance with the instructions provided in the Application Form. g) Applications for all the Series of the Bonds may be made in a single Application Form only. h) All Applicants are required to tick the relevant box of the "Mode of Application" in the Application Form, choosing either the ASBA or Non-ASBA mechanism. i) It shall be mandatory for subscribers to the Issue to furnish their Permanent Account Number and any Application Form, without the PAN is liable to be rejected, irrespective of the amount of transaction. j) All Applicants should check if they are eligible to apply as per the terms of the Shelf & Tranche with Prospectus and applicable laws k) The Applicants should ensure that the Application Forms are submitted at the Collection Centres provided in the Application For....
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....as named at-least one branch in that Specified City for the Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, to deposit ASBA Forms (A list of such branches is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognised-Intermediaries; s) ASBA Applicants should ensure that the Application Form is signed by the ASBA Account holder in case the ASBA Applicant is not the account holder t) ASBA Applicants should ensure that they receive an acknowledgement from the Designated Branch or the concerned Members of the Syndicate or Trading Members of the stock exchange(s), as the case may be, for the submission of the Application Form 2. Rejection of Applications: a) Applications submitted without payment of the entire Application Amount. However, the Company may Allot Bonds up to the value of Application monies paid, if such Application monies exceed the minimum Application size as prescribed hereunder. b) In case of partnership firms, the Application Forms submitted in the name of individual partners and/or accompanied by the individual's PAN rather than the PAN of the partnership firm; ....
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....ntioned in the Application Form; u) Application Form accompanied with more than one payment instrument. v) SCSB making an ASBA Application(a) through an ASBA Account maintained with its own self or (b) through an ASBA account maintained through a different SCSB not in its own name, or (c) through an ASBA Account maintained through a different SCSB in its own name, which ASBA Account is not utilised for the purpose of applying in public issue w) Application Amount paid being higher than the value of Bonds applied for. However, the Company may allot Bonds upto the number of Bonds applied for, if the value of such Bonds applied for exceeds the Minimum Application Size; x) Application Amounts paid not tallying with the number of Bonds applied for; y) Applications for amounts greater than the maximum permissible amounts prescribed by applicable regulations z) Applications by persons/entities who have been debarred from accessing the capital markets by SEBI; aa) Applications (except for ASBA Applications) where clear funds are not available in Escrow Accounts as per final certificates from Escrow Collection Banks; ab) In c....
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....ure that the basis of allotment is finalised by draw of lots in a fair and equitable manner. (e) Applicants applying for more than one Series of Bonds: If an Applicant has applied for more than one Series of Bonds, and in case such Applicant is entitled to allocation of only a part of the aggregate number of Bonds applied for, the Series-wise allocation of Bonds to such Applicants shall be in proportion to the number of Bonds with respect to each Series, applied for by such Applicant, subject to rounding off to the nearest integer, as appropriate, in consultation with the Lead Managers and the Designated Stock Exchange. All decisions pertaining to the basis of allotment of Bonds pursuant to the Issue shall be taken by the Company in consultation with the Lead Managers, and the Designated Stock Exchange and in compliance with the aforementioned provisions of the Prospectus. Any other queries/issues in connection with the Applications will be appropriately dealt with and decided upon by the Company in consultation with the Lead Managers. The Company shall allocate and allot [●] (depending upon the category of applicants) to all valid applications, wherein the Applic....
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.... and amount involved B. Brief details of top 5 material outstanding litigations against the company and amount involved Sr. No. Particulars Litigation filed by Current Status Amount Involved C. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters / Group companies in last 5 financial years including outstanding action, if any (200 - 300 word limit in total) D. Brief details of outstanding criminal proceedings against Promoters (200 - 300 word limit in total) MATERIAL DEVELOPMENTS To be provided as mentioned in the Prospectus(es) (Only Headings) DECLARATION We, the Directors of the Company, certify that all applicable legal requirements in connection with the Issue, including under the Companies Act, 2013 (to the extent in force) and the rules made thereunder, the Companies Act, 1956 (to the extent not repealed) and the rules made thereunder, the Securities and Exchange Board of India (Issue and Listin....
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....ount number, date and place of incorporation, latest registration / identification number issued by any regulatory authority which regulates such issuer (viz. Reserve Bank of India, IRDAI etc), if applicable, address of its registered and corporate offices, telephone number, compliance officer (name and contact details), website address and e-mail address. b. Name, telephone number, email address of compliance officer, company secretary, Chief Financial Officer and Promoters c. Name, addresses, logo, telephone numbers, email addresses and contact person of the debenture trustee and credit rating agency for the issue, d. Date of the placement memorandum, type of placement memorandum. e. The nature, number, price and amount of securities offered and issue size (base issue or green shoe), as may be applicable; f. The aggregate amount proposed to be raised through all the stages of offers of non-convertible securities made through the shelf placement memorandum; g. The name, logo and address of the Registrar to the Issue, along with its telephone number, fax number, website address and e-mail address; h. The issue schedule - (i) date of opening of the issu....
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....nt Number of directors have been submitted to the stock exchanges on which the non-convertible securities are proposed to be listed, at the time of filing the draft offer document. 2.3.3 Details of credit rating along with reference to the rating letter issued (not older than one month on the date of the opening the issue) by the rating agencies in relation to the issue shall be disclosed. The detailed press release of the Credit Rating Agencies along with rating rationale(s) adopted (not older than one year on the date of opening of the issue) shall also be disclosed. 2.3.4 Name(s) of the stock exchange(s) where the non-convertible securities are proposed to be listed and the details of their in-principle approval for listing obtained from these stock exchange(s). If non-convertible securities are proposed to be listed on more than one stock exchange(s) then the issuer shall specify the designated stock exchange for the issue. The issuer shall specify the stock exchange where the recovery expense fund is being/has been created as specified by the Board. 2.3.5 The following details regarding the issue to be captured in a table format under "Issue Schedule", as prescr....
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....s / unlisted InvITs desirous of issuing debt securities on private placement basis and who are in existence for less than three years may disclose financial statements mentioned at (a) above for such period of existence, subject to the following conditions: i. The issue is made on the EBP platform irrespective of the issue size; and ii. The issue is open for subscription only to Qualified Institutional Buyers. d. The above financial statements shall be accompanied with the Auditor's Report along with the requisite schedules, footnotes, summary etc. e. Key Operational and Financial Parameters on consolidated and standalone basis: iii. For Non-Financial Sector Entities: Balance Sheet Net Fixed assets Current assets Non-current assets Total assets Non-Current Liabilities (including maturities of long-term borrowings and short- term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilitie....
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....t Net Fixed assets Current assets Non-current assets Total assets Non-Current Liabilities (including maturities of long-term borrowings and short- term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Deferred tax liabilities (net) Other non-current liabilities Current Liabilities (including maturities of long-term borrowings) Financial (borrowings, trade payables, and other financial liabilities) Provisions Current tax liabilities (net) Other current liabilities Equity (equity and other equity) Total equity and liabilities Profit and Loss Total revenue From operations Other income Total Expenses Total comprehensive inc....
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....id-up Share Capital b. Changes in its capital structure as at last quarter end, for the last three years:- Date of Change ( AGM/EGM) Particulars c. Equity Share Capital History of the Company, for the last three years:- Date of Allotment No. of Equity Shares Face Value Issue Price Consideration (Cash, Other than cash, etc) Nature of Allotment Cumulative Remarks No. of Equity Shares Equity Share Capital Equity Share Premium d. Details of any Acquisition of or Amalgamation with any entity in the last 1 year. e. Details of any Reorganization or Reconstruction in the last 1 year:- Type of Event Date of Announcement Date of Completion Details f. Details of the shareholding of the Company as at the latest quarter end, as per the format specified under the listing regulations:- g. List of top 10 holders of equity shares of the Company as at ....
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....t Outstanding f. Details of the Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares):- Name of Party ( in case of facility)/ Name of Instrument Type of facility/ Instrument Amount sanctioned/ issued Principal Amount outstanding Date of Repayment/ Schedule Credit Rating Secured/ Unsecured Security 2.3.14 Details of any outstanding borrowings taken/ debt securities issued for consideration other than cash. This information shall be disclosed whether such borrowing/ debt securities have been taken/ issued: (vii) in whole or part, (viii) at a premium or discount, or (ix) in pursuance of an option or not 2.3.15 Where the issuer is a Non-Banking Finance Company or Housing Finance Company the following disclosures on Asset Liability Management (ALM) shall be provided for the latest audited financials: S. No. Particulars of disclosure Details 1. Details with regard to lending done out of the issue proceeds of earl....
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....backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document. 2.3.22 Disclosure of Cash flow with date of interest/dividend/ redemption payment as per day count convention a. The day count convention for dates on which the payments in relation to the non-convertible securities which need to be made, should be disclosed. b. Procedure and time schedule for allotment and issue of securities should be disclosed; c. Cash flows emanating from the non-convertible securities shall be mentioned in the offer document, by way of an illustration. 2.3.23 Disclosures pertaining to wilful defaulter a. The following disclosures shall be made if the issuer or its promoter or director is declared wilful defaulter: i. Name of the bank declaring as a wilful defaulter; ii. The year in which it was declared as a wilful defaulter; iii. Outstanding amount when declared as a wil....
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....ible securities. d. Risks in relation to the security created in relation to the debt securities, if any. e. Refusal of listing of any security of the issuer during last three years by any of the stock exchanges in India or abroad. f. Limited or sporadic trading of non-convertible securities of the issuer on the stock exchanges. g. In case of outstanding debt instruments or deposits or borrowings, any default in compliance with the material covenants such as creation of security as per terms agreed, default in payment of interest, default in redemption or repayment, non-creation of debenture redemption reserve, default in payment of penal interest wherever applicable. h. If secured, any risks in relation to maintenance of security cover or full recovery of the security in case of enforcement 2.3.26 The directors in case of a body corporate and such authorized persons in case the issuer is not a body corporate shall attest that - a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 and the Securities and Exchange Board of India Act, 1992, Companies Act and the rules and regulations ....
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.... Default in Payment; d. Delay in Listing e. Delay in allotment of securities f. Issue details: g. Application process. h. Disclosure prescribed under PAS-4 of Companies (Prospectus and Allotment of Securities), Rules, 2014 but not contained in this schedule, if any. i. Project details: gestation period of the project; extent of progress made in the project; deadlines for completion of the project; the summary of the project appraisal report (if any), schedule of implementation of the project; 2.3.29 Other Details in case of non-convertible redeemable preference shares issue a. Nature of the instrument: whether cumulative or non-cumulative and complete details thereof; b. Terms of Redemption: Out of distributable profits or out of fresh issue of shares for the purpose of redemption or both. Summary of terms - the following terms to be included in the placement memorandum:- Security Name ( Name of the non-convertible securities which includes (Coupon/dividend, Issuer Name and maturity year) e.g. 8.70% XXX 2015. Issuer Type of Instrument Nature of Instrument ( Secured or Unsecured) ....
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....security (movable/immovable/tangible etc.), type of charge (pledge/ hypothecation/ mortgage etc.), date of creation of security/ likely date of creation of security, minimum security cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed and disclosed in the placement memorandum Transaction Documents Conditions Precedent to Disbursement Condition Subsequent to Disbursement Event of Default (including manner of voting /conditions of joining Inter Creditor Agreement) Creation of recovery expense fund Conditions for breach of covenants (as specified in Debenture Trust Deed) Provisions related to Cross Default Clause Role and Responsibilities of Debenture Trustee Risk factors pertaining to the issue Governing Law and Jurisdiction Notes: a. If there is any change in Coupon Rate rate pursuant to any event including lapse of certain time period or downgrade in rating, then such new Coupon Rate and events which lead to such change should be disclosed. ....
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....LACE DATE: LEAD MANAGER (S) SCHEDULE IV FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE [See Regulation 40 and Regulation 44(3)] FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY THE DEBENTURE TRUSTEE BEFORE OPENING OF THE ISSUE To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir / Madam, SUB.: ISSUE OF ____________________ BY _______________LTD. We, the Debenture Trustee (s) to the above mentioned forthcoming issue state as follows: (1) We have examined documents pertaining to the said issue and other such relevant documents. (2) On the basis of such examination and of the discussions with the issuer, its directors and other officers, other agencies and of independent verification of the various relevant documents, WE CONFIRM that: (a) The issuer has made adequate provisions for and/or has taken steps to provide for adequate security for the debt securities to be issued. (b) The issuer has obtained the permissions / consents necessary for creating security on the said property (ies). (c) The issuer has made all the relevant disclosures about the security and also its continued obligations towards the hold....