TaxTMI 
TaxTMI 
Disclosures for Private Placement of Non Convertible Securities (Omitted)
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....e securities on a recognized stock exchange issued by way of a private placement, shall make the disclosures specified in this Schedule. 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 2.1 The disclosures stipulated here are applicable for private placement 2.2 The front page of the placement memorandum shall contain the following information: a. Name....
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....' shall be incorporated in a box format: "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this placement memorandum 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 placement memorandum 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." 2.3.2 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, Permanent Accountant Number. A declaration confirming that the Permanent Account Number, Aadhaar Number, Driving License Number, Bank Account Number(s)....
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.... not be more than six months old from the date of the placement memorandum 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 recognised stock exchange(s)) in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, may disclose unaudited financial information for the stub period in the format as prescribed therein with limited review report in the placement memorandum, as filed with the stock exchanges, instead of audited financial statements for stub period, subject to making necessary disclosures in this regard in placement memorandum including risk factors. c. Issuers other than unlisted REITs / unlisted InvITs ....
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....nd 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 Net Sales EBIDTA EBIT Dividend amounts Long term debt to working capital ....
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.... 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 Interest Income Interest Expense Interest servic....
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....f equity shares of the Company as at the latest quarter end:- S. No. Name of the shareholders Total no of Equity Shares No of shares in demat form Total shareholding as % of total no of equity shares 2.3.11 Following details regarding the directors of the Company:- a. Details of the current directors of the Company: Name, Designation and DIN Age Address Date of appointment Details of other directorship Whether willful defaulter (Yes/No) 2.3.12 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 for last three years:- Name of the Auditor Address Date of Appointment Date of cessation, if applicable Date of Resignation, if applicable 2.3.13 Details of the following liabilities of....
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.... 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 NBFC Lending Policy Classification of Loans given to associate or entities related to Board, Senior management, promoters, etc Classification of loans into several maturity profile denomination, Aggregated exposure to top 20 borrowers Details of loans, overdue and classified as Non performing assets (NPA) 3. Details of borrowings made by NBFC Portfolio Summary of borrowings made by NBFC Quantum and percentage of Secured vs. Unsecured borrowings 4. Details of change in shareholding Any change in promoters holding in NBFC during last financial year beyond the threshold prescribed by Reserve Bank of India 5. Disclosure of Assets under management Segment wise break up and Type of loans 6. Details of borrowers Geographical location wise 7. Details of Gross NPA Segment wise 8. D....
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....osures 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 wilful defaulter; iv. Name of the entity declared as a wilful defaulter; v. Steps taken, if any, for the removal from the list of wilful defaulters; vi. Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions; vii. Any other disclosure as specified by the Board. b. The fact that the issuer or any of its promoters or directors is a wilful defaulter shall be disclosed prominently on the cover page with suitable cross-referencing to the pages. 2.3.24 UNDERTAKING BY THE ISSUER i) "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 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 In....
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....h 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 made thereunder; b) the compliance with the Act and the rules 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 Offer 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 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....
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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 in case the issuer is a 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: 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 Pr....