TaxTMI 
TaxTMI 
Disclosures for public issue of Debt Securities and Non Convertible Redeemable Preference Shares
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....ooking statements that cannot be substantiated. 1.4. Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5. For currency of presentation, only one standard financial unit shall be used. 2. Interpretation: 2.1. In the case of public issuance of non-convertible securities, all references to "non-convertible securities" in this Schedule shall refer to debt securities and nonconvertible redeemable preference shares. 2.2. In the case of public issuance of non-convertible securities, all references to "issue document" shall mean the offer document. 2.3. In the case of a private placement of non-convertible securities, all references to "issue document" shall mean the placement memorandum or the general information document, as the case may be. 3. Disclosures 3.1. The disclosures stipulated herein are applicable to public issuance and private placement of non-convertible securities, unless specified otherwise. 3.2. The front page of the issue document shall contain the following informatio....
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....he amount undertaken to be underwritten by the underwriters. (o) Inclusion of a compliance clause in relation to electronic book mechanism and details pertaining to the uploading the issue document on the Electronic Book Provider Platform (applicable in case of private placement). 3.3. Following disclosure shall be contained in the other pages of the issue document: 3.3.1. Issuer's Absolute Responsibility: The following clause on 'Issuer's Absolute Responsibility' shall be incorporated in a box format: "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this issue document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading." 3.3.2. Details of Promoters of the Issuer: ....
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....if any. 3.3.8. About the Issuer The following details pertaining to the issuer: (a) Overview and a brief summary of the business activities of the issuer; (b) Structure of the group; (c) A brief summary of the business activities of the subsidiaries of the issuer; ^8[(d) Details of branches or units where the issuer carries on its business activities, if any may be provided in the form of a static Quick Response (QR) code and web link. If the issuer provides the details of branches or units in the form of a static QR code and web link, the details of the said branches or units shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the 'Security and Covenant Monitoring System' shall also be included for providing information about branches or units of the issuer to the debenture trustee and confirmation of the same by the debenture trustee.] ^9[(e) Use of proceeds (in the order of priority for which the said proceeds will be utilized): (i) purpose of the placement; (ii) break-up of the cost of....
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....tive key operational and financial parameter on a standalone and consolidated basis, certified by the statutory auditor(s) who holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, for the last three completed years in the offer document. (ii) The scanning of such static quick response code or clicking on the web-link, shall display the audited financial statements for last three financial years of such issuer on the website of the stock exchange where such data is hosted.] (b) Listed issuers (whose debt securities or specified securities are listed on recognised stock exchange(s)) in compliance with the listing regulations, may disclose unaudited financial information for the interim period in the format as specified therein with limited review report in the issue document, as filed with the stock exchanges, instead of audited financial statements for the interim period, subject to making necessary disclosures in this regard in issue document including risk factors. (c) Issuers other than REITs/ InvITs desirous of issuing debt securities on private placement basis and who are in existence for less t....
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....rehensive income Total Comprehensive Income Earnings per equity share: (a) basic; and (b) diluted Cash Flow Net cash (used in)/ generated from operating activities (A) Net cash (used in)/ generated from investing activities (B) Net cash (used in)/ generated from financing activities (C) Net Increase/ (decrease) in Cash and Cash Equivalents Opening Balance of Cash and Cash Equivalents Cash and cash equivalents at end of the period Consolidated basis: Balance Sheet Property, Plant and Equipment (including Capital Work in Progress and Investment Property) Intangible Assets (including Intangible As....
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....h Cash and Cash Equivalents Current Investments Net Sales Earnings before interest, taxes, depreciation, and amortization Earnings before interest and taxes Dividend amounts Debt equity ratio Debt service coverage ratio Interest service coverage ratio Current ratio Long term debt to working capital Current liability ratio - current liabilities/ non-current liabilities Total debts to total assets For Financial Sector Entities: Standalone basis: For financial sector entities, unless otherwise specified by conce....
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.... Profit after tax for the year Other Comprehensive income Total Comprehensive Income Earnings per equity share (Basic) Earnings per equity share (Diluted) Cash Flow Net cash from / used in(-) operating activities Net cash from / used in(-) investing activities Net cash from / used in (-)financing activities Net increase/decrease(-) in cash and cash equivalents Cash and cash equivalents as per Cash Flow Statement as at end of Half Year Additional Information &nb....
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....ities (net) -Provisions -Deferred tax liabilities (net) -Other non-financial liabilities Equity (Equity Share Capital and Other Equity) Non-controlling interest Total Liabilities and Equity PROFIT AND LOSS Revenue from operations Other Income Total Income Total Expenses Profit after tax for the year Other Comprehensive Income To....
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....General Meeting) Particulars (c) Details of the equity share capital for the preceding three financial years and current financial year: Date of Allotment Number of Equity Shares Face Value Issue Price Consideration (Cash, other than cash, etc.) Nature of Allotment Cumulative Remarks Number of Equity Shares Equity Share Capital Equity Share Premium (d) Details of any acquisition of or amalgamation with any entity in the preceding one year. (e) Details of any reorganization or reconstruction in the preceding one 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 ten holders of equity shares of the company as at the latest quarter end: S. No. Name of the Shareholders....
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....t in the offer and the effect of such interest in so far as it is different from the interests of other persons. 3.3.14. Following details regarding the auditors of the issuer: (a) Details of the auditor of the Issuer: Name of the Auditor Address Date of Appointment (b) Details of change in auditor for preceding three financial years and current financial year: Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 3.3.15. Details of the following liabilities of the issuer, as at the end of the preceding quarter, or if available, a later date: (a) Details of outstanding secured loan facilities: Name of lender Type of Facility Amount Sanctioned Principal Amount outstanding Repayment Date/Schedule Security Credit Rating, if applicable Asset Classification (b) Details of outstanding unsecured loan facilities: Name of lender Type of Facility ....
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....ed Security 3.3.16. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of the counterparty (like name of the subsidiary, joint venture entity, group company, etc.) on behalf of whom it has been issued, contingent liability including debt service reserve account guarantees/ any put option etc. (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: • in whole or part, • at a premium or discount, or • in pursuance of an option or not. 3.3.17. Where the issuer is a Non-Banking Finance Company (NBFC) 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 earlier issuances of debt securities (whether public issue or private placement) by the issuer Lending ....
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....f 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. 3.3.23. Details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and if so, the action taken by the issuer. 3.3.24. Details of pending proceedings initiated against the issuer for economic offences, if any. 3.3.25. Related party transactions entered during the preceding three financial years and current financial year with regard to loans made or, guarantees given or securities provided. 3.3.26. The issue 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 issue document and has not withdrawn such consent before the ....
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.... Board of India (SEBI) should not in any way be deemed or construed to mean that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the issue is proposed to be made or for the correctness of the statements made or opinions expressed in the issue document. The lead manager(s), has certified that the disclosures made in the issue document are generally adequate and are in conformity with the regulations. This requirement is to facilitate investors to 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 issue 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 regulati....
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....isk 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 the risks involved. The securities have not been recommended or approved by the any regulatory authority in India, including the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of 'Risk factors' given on page number under the section 'General Risks'. (b) The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this issue document contains all information with regard to the issuer and the issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. (c) The issue....
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....s made thereunder. 3.3.37. ^11[The persons authorised by the issuer shall attest that:]: (a) the issuer is in compliance with the provisions of Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the Securities and Exchange Board of India Act, 1992 (15 of 1992), Companies Act, 2013 (18 of 2013) and the rules and regulations made thereunder; (b) the compliance with the Acts and the rules and regulations does not imply that payment of dividend or interest or repayment of non-convertible securities, is guaranteed by the Central Government; (c) the monies received under the offer shall be used only for the purposes and objects indicated in the issue document; (d) whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association; (e) The following clause on 'General Risk' shall be incorporated in a box format: "Investment in non-convertible securities is risky, and in....
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....Bank of India, etc.) (c) Default in payment (d) Delay in listing (e) Delay in allotment of securities (f) Issue details (g) Application process (h) Disclosure required under form PAS-4 under 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; 3.3.40. 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. 3.3.41. The issue document shall include the following other matters and reports, namely: (a) If the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or is to be applied directly or indirectl....
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....ors from whom it is being acquired and the aggregate value being paid; and the detailed disclosures as specified in sub-clauses (i) to (iv) above may be provided by way of static QR code and web link. If the issuer provides the said details in the form of a static QR code and web link, the same shall be provided to the debenture trustee as well and kept available for inspection as specified in clause (g) of paragraph 3.3.41 of this Schedule. A checklist item in the 'Security and Covenant Monitoring System' shall also be included for providing the detailed disclosures, as specified in sub-clauses (i) to (iv) above, to the debenture trustee and confirmation of the same by the debenture trustee.] (c) If: (i) the proceeds, or any part of the proceeds, of the issue of the debt securities/non-convertible redeemable preference shares are or are to be applied directly or indirectly and in any manner resulting in the acquisition by the company of shares in any other body corporate; and (ii) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate shall become a subsidiary of the company, a report s....
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....tions or qualifications or adverse remarks of auditors in the three financial years immediately preceding the year of issue of issue document, 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. (j) The details of: • any inquiry, inspections or investigations initiated or conducted under the securities laws or Companies Act, 2013 (18 of 2013) or any previous companies law; • prosecutions filed, if any (whether pending or not); and • fines imposed or offences compounded, in the three years immediately preceding the year of issue of issue document in the case of the issuer being a company and all of its subsidiaries. (k) The details of acts of material frauds committed against the issuer in the preceding three financial years and current financial year, if any, and actions taken by the issuer. Summary of terms - Terms to be included in the issue document: Security Name (Name of the non-convertible securities which includes (Coupon/dividen....
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....dend / redemption dates Record Date All covenants of the issue (including side letters, accelerated payment clause, etc.) Description regarding Security (where applicable) including type of 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 issue document 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 N....
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....k exchange issued by way of a public issue, shall make the disclosures specified in this Schedule. PART A 1 Instructions: 1.1 All information shall be relevant and updated as on the date of the offer document. The source and basis of all statements and claims shall be disclosed. Terms such as "market leader", "leading player", etc. shall be used only if these can be substantiated by citing a proper source. 1.2 Simple English shall be used to enable easy understanding of the contents. Technical terms, if any, used in explaining the business of the issuer shall be clarified in simple terms. 1.3 There shall be no forward-looking statements that cannot be substantiated. 1.4 Consistency shall be ensured in the style of disclosures. If first person is used, the same may be used throughout. Sentences that contain a combination of first and third persons may be avoided. 1.5 For currency of presentation, only one standard financial unit shall be used. 2 DISCLOSURES The disclosures stipulated here are applicable for public issuances. 2.1 The front page of the OFFER DOCUMENT shall contain the following information: a. Name of the issuer, its logo (if any), cor....
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....sure shall be contained in the other pages of the prospectus 2.2.1 'Issuer's Absolute Responsibility': The following clause on 'Issuer's Absolute Responsibility' shall be incorporated in a box format: "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and the issue which is material in the context of the issue, that the information contained in the offer document is true and correct in all material aspects and is not misleading, that the opinions and intentions expressed herein are honestly stated and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading." 2.2.2 Details of Promoters of the Issuer Company:- A complete profile of all the promoters, including their name, date of birth, age, personal addresses, educational qualifications, experience in the business or employment, positions/posts held in the past, directorships held, other ventures of each promoter, special achievements, their business and financial activities, photograph, ....
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....€¢ Corporate Structure of the group • Project cost and means of financing, in case of funding of new projects 2.2.8 Financial Information a. A columnar representation of the audited financial statements (i.e. Profit & Loss statement, Balance Sheet and Cash Flow statement) both on a standalone and consolidated basis for a period of three completed years which shall not be more than six months old from the date of the draft offer document or offer document or issue opening date, as applicable. However if the issuer being a listed REIT/listed InvIT has been in existence for a period less than three completed years and historical financial statements of such REIT/InvIT are not available for some portion or the entire portion of the reporting period of three years and interim period, then the combined financial statements need to be disclosed for the periods when such historical financial statements are not available. b. Listed issuers (whose debt securities or specified securities are listed on stock exchange(s)) in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, may disclose una....
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....nbsp; 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 Net Sales EBIDTA EBIT Dividend amounts Long term debt to working capital Current Liability ratio ....
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....ash 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 Interest Income Interest Expense Interest service coverage ratio ....
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....om 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 &nbs....
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....the issuer company shall be disclosed. c. Contribution being made by the directors as part of the 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 ....
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....n pursuance of an option or not; 2.2.16 Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company, in the past 3 years. 2.2.17 Details of default and non-payment of statutory dues; 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 ....
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....riod 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; 2.2.29 Other details in case of Non-convertible redeemable preference 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....
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....opinions expressed in the offer document. The lead manager(s), has certified that the disclosures made in the offer document are generally adequate and are in conformity with the Regulations. This requirement is to facilitate investors to 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 advis....
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....yment, 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 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....
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.... business were made up, being a date not more than one hundred and twenty days before the date of the 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 o....
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....t. (6) The related party transactions entered during the last three financial years immediately 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 immed....
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....; Issuer Type of Instrument Nature of Instrument ( Secured or Unsecured) 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) Intere....
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....s pertaining to the issue Governing Law and Jurisdiction Notes: a. If there is any change in coupon 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. b. The list of documents which has been executed in connection with the issue and subscription of debt securities shall be annexed. c. While 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 A....
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....expression of any such opinions or intentions misleading in any material respect at the time of the relevant Issue. ^2[CREDIT RATING Name of Credit Rating Agency(ies) and the rating(s) obtained along with the date(s) of the press release of the Credit Rating Agency.] LISTING Please mention the stock exchange on which the instrument is proposed to be listed and detail 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 ....
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.... CONSORTIUM/LEAD BROKERS REGISTRAR TO THE ISSUE DEBENTURE TRUSTEE ....
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....RS in ENGLISH and in accordance with the instructions contained in the Prospectus and the Application Form. Incomplete Application Forms are liable to be rejected. Applicants should note that the Members of the Syndicate, or the Trading Members, as appropriate, will not be liable for errors in data entry due to incomplete or illegible Application Forms. b) Applications are required to be for a minimum of such Bonds as specified in the Prospectus. c) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. d) Applications should be in single or joint names and not exceeding three names, and in the same order as their Depository Participant details (in case of Applicants applying for Allotment of the Bonds in dematerialized form) and Applications should be made by Karta in case the Applicant is an HUF. Please ensure that such Applications contain the PAN of the HUF and not of the Karta. If the Application is submitted in joint names, the Application Form may contain only the name of the first Applicant wh....
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.... n) In case of an HUF applying through its Karta, the Applicant is required to specify the name of an Applicant in the Application Form as 'XYZ Hindu Undivided Family applying through PQR', where PQR is the name of the Karta; o) Applicants (other than ASBA Applicants) are requested to write their names and Application Form number on the reverse of the instruments by which the payments are made; p) All Applicants need to tick the Series of Bonds in the Application Form that they wish to apply for. q) ASBA Applicants need to give the correct details of their ASBA Account including bank account number/ bank name and branch r) ASBA Applicants should ensure that their Application Form is submitted either at a Designated Branch of a SCSB where the ASBA Account is maintained or with the Members of the Syndicate or Trading Members of the stock exchange(s) at the Specified Cities, and not directly to the Escrow Collecting Banks (assuming that such bank is not a SCSB) or to the Company or the Registrar to the Issue; In case of ASBA Applications through Syndicate ASBA, before submitting the physical Application Form to the Members of the Syndicate or Trading Members of the stoc....
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....pository database; n) With respect to ASBA Applications, inadequate funds in the ASBA Account to enable the SCSB to block the Application Amount specified in the ASBA Application Form at the time of blocking such Application Amount in the ASBA Account or no confirmation is received from the SCSB for blocking of funds; o) Applications by persons prohibited from buying, selling or dealing in shares, directly or indirectly, by SEBI or any other regulatory authority; p) Applications not uploaded on the terminals of the stock exchange(s); q) Applications uploaded after the expiry of the allocated time on the Issue Closing Date, unless extended by the stock exchange(s), as applicable; r) Application Forms not delivered by the Applicant within the time prescribed as per the Application Form and the Prospectus and as per the instructions in the Application Form; s) Applications by Applicants whose demat accounts have been 'suspended for credit' pursuant to the circular issued by SEBI on July 29, 2010 bearing number CIR/ MRD/DP/22/2010; t) Applications tendered to the Trading Members of the stock exchange(s) at centres other than the centres mentioned in the Application....
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....erve basis and thereafter on proportionate basis, i.e. full Allotment of Bonds to the Applicants on a first come first basis up to the date falling 1 (one) day prior to the date of oversubscription and proportionate allotment of Bonds to the Applicants on the date of oversubscription (based on the date of upload of each Application on the online Application platform of the relevant stock exchanges, in each Portion). The method of proportionate allotment is as described below: i. Allotments to the applicants shall be made in proportion to their respective Application size, rounded off to the nearest integer, ii. If the process of rounding off to the nearest integer results in the actual allocation of Bonds being higher than the Issue size, not all applicants will be allotted the number of Bonds arrived at after such rounding off. Rather, each Applicant whose Allotment size, prior to rounding off, had the highest decimal point would be given preference; iii. In the event, there are more than one Applicant whose entitlement remains equal after the manner of distribution referred to above, the Company will ensure that the basis of allotment is finalised by draw of lots in a fa....
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.... the Debenture Trust Deed to the extent of at least 100% of the principal amounts outstanding and interest due thereon in respect of the NCDs until all amounts on the NCDs are repaid in full pursuant to the terms of the Debenture Trust Deed. For details please refer to page no. [●] of the Prospectus. DEBT TO EQUITY RATIO The Debt-Equity ratio of the Company as of [●]: Description Standalone Consolidated Pre Issue Post Issue Pre Issue Post Issue Debt Total Debt Debt Equity Ratio (No of Times) ....
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..... Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "personal addresses," 6. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, ", permanent accountant number" 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "and passport number" 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "(d) Details of branches or units where the issuer carries on its business activities, if any;" 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "(e) Project cost and means of financing, in case of funding of new projects." 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/205 dated 17-09-2024 before it was read as, "The directors in case of a body corporate and such ....