Just a moment...

Top
Help
×

By creating an account you can:

Logo TaxTMI
>
Call Us / Help / Feedback

Contact Us At :

E-mail: [email protected]

Call / WhatsApp at: +91 99117 96707

For more information, Check Contact Us

FAQs :

To know Frequently Asked Questions, Check FAQs

Most Asked Video Tutorials :

For more tutorials, Check Video Tutorials

Submit Feedback/Suggestion :

Email :
Please provide your email address so we can follow up on your feedback.
Category :
Description :
Min 15 characters0/2000
TMI Blog
Home / RSS

Updated Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper - Modifications in Chapters I, II and XIV, Introduction of Chapter XIX on Investor Charter and Introduction of Chapter XX on payment of fees [updated as on 13/04/2022]

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....cular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper 1. Vide notification no. SEBI/LAD-NRO/GN/2021/39 dated August 09, 2021, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (hereinafter referred to as the SEBI NCS Regulations, 2021) were notified, pursuant to merger and repeal of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (hereinafter referred to as the SEBI ILDS Regulations, 2008) and SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (hereinafter referred to as the SEBI NCRPS Regulations, 2013). 2. Since the notification of the SEBI ILDS Regulations, 2008 and the SEBI NCRPS Regulations, 2013, SEBI has issued multiple circulars covering procedural and operational aspects thereof. The process of merging these regulations into the SEBI NCS Regulations, 2021 also entails consolidation of related existing circulars (Annex - 1) into a single operational circular, with consequent changes. The stipulations contained in such circulars have been detailed chapter-wise in this operational circular. ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ocess in case of public issues of securities and timelines for listing. Chapter II Application form and Abridged Prospectus....... 4 14 Chapter III - Day count convention, disclosure of cash flows and other disclosures in the offer document 20 Chapter IV - Additional Disclosures by Non-Banking Finance Company or Housing Finance Company or Public Financial Institution........... 22 Chapter V - Denomination of issuance and trading of Non-convertible Securities .. 26 Chapter VI - Electronic Book Provider platform ..... . 27 Chapter VII - Standardization of timelines for listing of securities issued on a private placement basis 36 Chapter VIII Specifications related to ISIN for debt securities.. Chapter IX Green Debt Securities.... 37 40 Chapter X - Structured or market linked debt securities …..... 42 Chapter XI - Operational framework for transactions in defaulted debt securities post maturity date/ redemption date......... 45 Chapter XII - Fund raising by issuance of debt securities by large corporate ....... 49 Chapter XIII - Issuance, listing and trading non-equity regulatory capital ...............

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....he investor's account. b) An investor may submit the completed bid-cum-application form to intermediaries mentioned above along with details of his/ her bank account for blocking of funds. The intermediary shall upload the bid on the stock exchange bidding platform and forward the application form to a branch of a SCSB for blocking of funds. 2CIR/DDHS/P/121/2018 dated August 16, 2018; and SEBI/HO/DDHS/CIR/P/2020/233 dated November 23, 2020; 3 Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under: "mentioning UPI ID in order to block the funds. The investor may utilize the UPI mechanism to block the funds for application value up to Rs. 2 lakh per application." Page 4 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India c) An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned above and use his/ her bank account linked UPI ID for the purpose of blocking of fu....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....r less. The intermediary shall upload the bid on the stock exchange bidding platform. The application amount would be blocked through the UPI mechanism in this case.' Page 5 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 3.7. SCSBs are also advised to ensure that for making applications on own account using ASBA facility, they should have a separate account in own name with any other SEBI registered SCSBs. Such account shall be used solely for the purpose of applying in public issues and clear demarcated funds should be available in such account for ASBA applications. 4. Role of the stock exchanges: 4.1. Stock exchange(s) shall allow modification of selected fields viz. DP ID/ Client ID or PAN (Either DP ID/ Client ID or PAN can be modified but not both), bank code and location code in the bid details already uploaded, on a daily basis within the timeline as specified. 4.2. Stock exchanges shall have systems to facilitate investors to view the status of th....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... necessary guidance to their investors in use of UPI while making applications in public issues. 7.4. Stock exchanges shall formulate and disclose the operational procedure for applying through the app/web based interface developed by them in order to apply in public issue on their websites. 7.5. The merchant banker shall ensure that the process of applying through the App/web interface developed by the stock exchanges as well as the additional payment mechanism through UPI is disclosed in the offer document. 7.6. All entities involved in the process are advised to take necessary steps to ensure compliance with this circular. 8. The character length for each of fields of the schedule to be forwarded by the intermediaries along with each application form to the designated branches of the respective SCSBs for blocking of funds shall be uniformly prescribed by the stock exchange(s) and the format of the schedule shall be as under: Table 1: Format of the character length of the fields of the schedule Field number Details 1 Symbol 2 Bid Date 3 4 Intermediary Code Intermediary name 5 Bank code 6 Bank name ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....r bank, would be electronically received by the investor as a SMS/ intimation on his/ her mobile number/ mobile app, associated with the UPI ID linked bank account. d) The investor shall be able to view the amount to be blocked as per his/her Ibid in such intimation. The investor shall be able to view an attachment wherein the public issue bid details submitted by investor will be visible. After reviewing the details properly, the investor shall be required to Page 8 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India proceed to authorize the mandate. Such mandate raised by the sponsor bank would be a one-time mandate for each application in the public issue. e) An investor is required to accept the UPI mandate latest by 5 pm on the third working day from the day of bidding on the stock exchange platform except for the last day of the issue period or any other modified closure date of the issue period in which case, he/ she is required to accept the UPI mandate....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....responding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment. 10.4. Upon approval of the basis of allotment, the RTA shall share the 'debit' file with sponsor bank (through stock exchange) and SCSBs, as applicable, for credit of funds in the public issue account and unblocking of excess funds in the investor's account. The sponsor bank, based on the mandate approved by the investor at the time of blocking of funds, shall raise the debit/ collect request from the investor's bank account, whereupon funds will be transferred from investor's account to the public issue account and remaining funds, if any, will be unblocked without any manual intervention by investor or their bank. 10.5. Upon confirmation of receipt of funds in the public issue account, the securities would be credited to the investor's account. The investor will be notified for full/ partial allotment. For partial allotment, the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor. 10.6. Thereafter, stock exchanges will ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ate, timely and secured transmission of the electronic application file uploaded by all participants on the online platform, to the Registrar; and ii. disseminating the issue information on the stock exchange website on a periodic basis across all categories. c) Notwithstanding the responsibility of the intermediaries as laid down in SEBI Regulations, the stock exchange shall be responsible for addressing investor grievances arising from applications submitted online through the App based/ web interface platform of stock exchange or through their Trading Members. 6 Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under: "App based/ web interface applications from investors with UPI mode for blocking the mode for application value up to Rs. 2 lakh." Page 11 of 120 GB d) Intermediaries: भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India i. The intermediaries shall be responsible for addressing any investor ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....¯ बोर्ड Securities and Exchange Board of India GB SI. No. Details of activities 4 5 6 c) Registrar shall reconcile the compiled data received from the stock exchange(s) and all SCSBs (hereinafter referred to as the "reconciled data"). d) Registrar to undertake "Technical Rejection" test based on electronic bid details and prepare list of technical rejection cases. a) Finalization of technical rejection and minutes of the meeting between issuer, lead manager, registrar. b) The allotment in the public issue of securities should be made on the basis of date of upload of each application into the electronic book of the stock exchange. However, on the date of oversubscription and thereafter, the allotments should be made to the applicants on proportionate basis. c) Registrar shall finalise the basis of allotment and submit it to the designated stock exchange for approval. d) Designated stock exchange to approve the basis of allotment. e) Registrar to prepare funds transfer schedule based on approved basis of allotment. f) Registrar and merchant banker to issue funds transfe....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....g: a) The number of columns for providing different series details is illustrative and may vary depending upon the terms of the issue; b) Investor Categories and sub-categories, depending upon the type of issue. c) Details to be provided under issue structure may vary depending upon the terms of the issue; 2. The payment details in the application-cum-bidding-form including the acknowledgement slip shall include UPI ID with maximum length of 45 characters. 3. The overleaf of the application form shall include the following: 3.1. UPI mechanism for blocking funds would be available for application value upto Rs. 5 lakh8; 3.2. Bidder's undertaking and confirmation to include blocking of funds through UPI mode; and 3.3. Instructions with respect to payment/ payment instrument to include instructions for blocking of funds through UPI mode. 7CIR/IMD/DF-1/19/2012 dated July 25, 2012; and SEBI/HO/DDHS/CIR/P/2020/233 dated November 23, 2020; 8 Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under: "UPI mechanism for blocking funds would be available for application value upto ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....GO To, The Board of Directors, COMPANY NAME COMPANY NAME Credit Rating: [•] ASBA APPLICATION FORM Application Form No. ISSUE OPENS ON: [•] ISSUE CLOSES ON*: [•] *For details of Early Closure or extension of the issue refer to page [-] of this Abridged Prospectus PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF 1,000/- EACH (NCDS) VIDE THE PROSPECTUS DATED [•] I/we hereby confirm that I/We have read and understood the terms and conditions of this Application Form and the attached Abridged Prospectus and agree to the 'Applicant's Undertaking' as given overleaf. I/we hereby confirm that I/we have read the instructions for filling up the Application Form given overleaf. LEAD MANAGER/LEAD BROKERS/ STAMP & CODE BROKER/AGENTS STAMP & CODE TRADING MEMBERS/SUB BROKER CRTA/CDP/SCSB STAMP & CODE SCSB BRANCH STAMP & CODE SCSB BRANCH SERIAL NO. DATE OF RECEIPT 1. APPLICANT'S DETAILS - PLEASE FILL IN BLOCK LETTERS (Please refer to Page [•] of this Abridged Prospectus) First Applicant (Mr./Ms-/M/s-) Date of Birth Address. Pin Code (Compulsory). Second A....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ing Members / Form No. SCSB(s)/CRTA/CDP PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF 1,000/- EACH (NCDS) VIDE THE PROSPECTUS DATED [•] ID PAN DPID CLID Amount Paid (in figures) ASBA Bank A/c No./UPI ID Received from Mr./Ms./M/s. Telephone / Mobile Email Bank & Branch Dated Date, Stamp & Signature of SCSB Branch (Mandatory) TEAR HERE COMPANY NAME PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF 1,000/- EACH (NCDS) VIDE THE PROSPECTUS DATED [•] PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE Options/NCD Series Date Stamp & Signature of Lead Manager/ Name of Sole / First Applicant (Mr./Ms./M/s.) Lead Brokers / Brokers / Trading Members / SCSB(s)/CRTA/CDP Face Value/Issue Price R/NCD) No. of NCDs applied for Amount Payable) Grand Total ( ASBA Bank A/c No./UPI Id Name of Bank & Branch 1,000 Dated Acknowledgement is subject to realisation of Availability of Funds in the ASBA account. All future communication in connection with this application should be addressed to the Registrar to the Issue. For details, ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....unt not more than 200,000 in any of the bidding options in the Issue (including HUFS applying through their Karta and does not include NRIs). 10. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize (a) the Lead Manager(s), Lead Brokers, Trading Members (in Specified cities only), Broker, CRTA, CDP or the SCSBS, as the case may be, to do all acts as are necessary to make the Application in the Issue, including_uploading my/our application, blocking or unblocking of funds in the bank account maintained with the SCSB as specified in the Application Form or in the bank account of the Applicant linked with the UPI ID provided in the Application Form, as the case may be, transfer of funds to the Public Issue Account on receipt of instruction from the Lead Manager and Registrar to the Issue or the Sponsor Bank, as the case may be, after finalization of Basis of Allotment; and (b) the Registrar to the Issue or Sponsor Bank, as the case may ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....sed to invest in the NCDs Alternative Investment Funds, subject to investment conditions applicable to them under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 Resident Venture Capital Funds registered with SEBI Insurance companies registered with the IRDAI State industrial development corporations: Insurance funds set up and managed by the army, navy, or air force of the Union of India Insurance funds set up and managed by the Department of Posts, the Union of India Systemically Important Non-Banking Financial Company registered with the RBI and having a net-worth of more than 5,000 million as per the last audited financial statements National Investment Fund set up by resolution no. F.No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India Mutual funds registered with SEBI ISSUE STRUCTURE The terms of the Secured NCDS offered pursuant to the Issue are as follows: Series Any other incorporated and/ or unincorporated body of persons | Category III (High Net-worth Individual Investors) ("HNIS") Resident Indian individuals or Hindu Undi....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....pt of Allotment Advice, refunds or credit of NCDs). In case of ASBA Application submitted to the SCSBs, the Applicants should contact Registrar to the Issue with copy to the relevant SCSB. In case of queries related to upload of Applications submitted to the Lead Manager's/ Lead Brokers/ Brokers/Trading Member/CRTA/CDP should contact the relevant Lead Manager/ Lead Brokers/ Brokers/ Trading Member/CRTA/CDP. The grievances arising out of Applications for the NCDs made through Trading Members may be addressed directly to Stock Exchanges. 2 COMPANY NAME TEAR HERE COMPANY CONTACT DETAILS REGISTRAR CONTACT DETAILS Page 17 of 120 APPLICATION FORM GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India COMPANY NAME Credit Rating: [*] Annex - IIB: Application form for NRI Applicant ASBA APPLICATION FORM ISSUE OPENS ON: [•] ISSUE CLOSES ON*: [•] *For details of Early Closure or extension of the Issue refer to page [-] of this Abridged Prospectus....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....er Name (in case Applicant is different from ASBA A/c. Holder) Bank Name & Branch or UPI ID (Maximum 45 characters) PAN 6. SIGNATURE OF ASBA BANK ACCOUNT HOLDER(S) (AS PER BANK RECORDS) I/We authorize the SCSB to do all acts as are necessary to make the Application in the Issue LEAD MANAGER/LEAD BROKERS/ BROKERS/ TRADING MEMBERS/SCSB(s)/CRTA/CDP STAMP (Acknowledging upload of Application in Stock Exchange(s) system) (Mandatory) 5. PAN & SIGNATURE OF SOLE/FIRST APPLICANT 6. SIGNATURE 1) 2) Date: COMPANY LOGO Fumishing of PAN of the Applicant is mandatory, including Minor's PAN in case of Application by Minor, please refer page no. [] of this Abridged Prospectus. 3) TEAR HERE Acknowledgement Slip for Lead Manager / Lead Brokers / Applicant / Brokers / Trading Members / SCSB(s)/CRTA / CDP COMPANY NAME Application Form No. PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF 1,000/- EACH (NCDs) VIDE THE PROSPECTUS DATED [•] D/ID PAN Amount Paid (in figures) ASBA Bank A/c No./UPI ID Received from Mr./Ms./M/s. Telephone / Mobile Email Bank & Branch ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ide India and/or Foreign National(s). The application made by melus does not exceed the investment limit on the maximum number of NCDS which may be held by melus under applicable statutory and/or regulatory requirements. In making my/our investment decision I/We have relied on my/our own examination of the COMPANY NAME and the terms of the issue, including the merits and risks involved and my/our decision to make this application is solely based on disclosures contained in the Prospectus. I/We have obtained the necessary statutory and/or regulatory permissions/approvals for applying for, subscribing to, and seeking allotment of the NCDs applied for. UPI Mechanism for Blocking Fund would be available for Retail Individual Investors, who have submitted bid for an amount not more than 200,000 in any of the bidding options in the Issue (including HUFS applying through their Karta). 10. Additional Undertaking, in case of ASBA Applicants: 1) I/We hereby undertake that I/We am/are an ASBA Applicant(s) as per applicable provisions of the SEBI Regulations; 2) In accordance with ASBA process provided in the SEBI Regulations and disclosed in the Prospectus, I/We authorize....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....apply. For Retail Individual Bidders applying using UPI: - Please ensure that your Bank is offering UPI facility for public offers; Ensure that the: (a) bank where the bank account linked to their UPI ID is maintained; and (b) Retail Individual Bidders Bidding using the UPI Mechanism may apply through the SCSBS and mobile applications whose names appears on the website of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised Fpi=yes&intmld=40) and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do? doRecognisedFpi=yes&intmld-43) respectively, as updated from time to time 14. Disclaimer towards noin-eligible jurisdiction to be inserted. IMPERSONATION Attention of the Applicants is specifically drawn to sub-section (1) of Section 38 of the Companies Act 2013, reproduced below. "Any person who: (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces dire....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....her incorporated and/ or unincorporated body of persons Category III (High Net-worth Individual Investors) (“HNIs") • [1] Resident Indian individuals or Hindu Undivided Families through the Karta including eligible NRI applying for an amount aggregating to above 10,00,000 across all Series of NCDs in the Issue Category IV (Retail Individual Investors) [1] [•] Resident Indian individuals or Hindu Undivided Families through the Karta applying for an amount aggregating up to and including 10,00,000 across all Series of NCDs in the Issue and shall include Retail Individual Investors, who have submitted bid for an amount not more than 200,000 in any of the bidding options in the Issue (including HUFS applying through their Karta inlcuding eligible NRI) though UPI Mechanism. [-] ISSUE STRUCTURE The terms of the Secured NCDS offered pursuant to the Issue are as follows: Series Frequency of Interest Payment Minimum Application KIV V VI In Multiples of thereafter (Rs.) • A Face Value/ Issue Price of NCDs (NCD) Tenor •1 [•] [•] 何 [] Coupon (% per annum) fo....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....विनिमय बोर्ड Securities and Exchange Board of India Chapter III - Day count convention, disclosure of cash flows and other disclosures in the offer document [See Regulation 14, Clause 2.2.27 of Schedule I and Clause 2.3.22 of Schedule II of SEBI NCS Regulations, 2021] 1. The cash flows emanating from the non-convertible securities according to the day count convention (Actual/ Actual) shall be mentioned in the offer document, by way of an illustration. 2. For the purpose of standardization, if the coupon/ dividend payment date of the non-convertible securities falls on a Sunday or a holiday, the coupon payment shall be made on the next working day. However, the dates of the future payments would continue to be as per the schedule originally stipulated in the offer document. 3. If the maturity date of the debt securities, falls on a Sunday or a holiday, the redemption proceeds shall be paid on the previous working day. 4. In order to ensure consistency, a uniform methodology shall be followed for calculation of interest/ dividend payments in the case of leap year. If a leap year ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....4 was not a holiday. This shall not affect the subsequent coupon payment and it shall continue to fall due on December 14, 2025, i.e. original coupon payment schedule. However, since December 14, 2025 falls on a Sunday, the redemption (i.e. principal and the 5th/ last coupon payment) shall be made on the previous working day i.e. on December 12, 2025. 6. Other disclosures: The issuer shall make the following additional disclosures in the offer document in case of public issue: 6.1. Provisions relating to fictitious applications; 6.2. Declaration by board of directors that the underwriters, if any, have sufficient resources to discharge their respective obligations; 6.3. Reservation in the issue, if any; 6.4. Utilization details regarding the previous issues of the issuer as well as its group companies, for the past 3 years; 6.5. Benefit/ interest accruing to promoters/ directors out of the object of the issue; and 6.6. Details regarding material contracts other than the contracts entered in the ordinary course of business and the material contracts entered within the previous two years. Page 21 of 120 GB भाà....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 3.1. A portfolio summary with regard to industries/sectors to which borrowings have been made; 3.2. NPA exposures of the issuer for the last three financial years (both gross and net exposures) and provisioning made for the same as per the last audited financial statements of the issuer; 3.3. Quantum and percentage of secured vis-à-vis unsecured borrowings made; and 3.4. Any change in promoters' holdings during the last financial year beyond the threshold, as prescribed by RBI. C. NBFCs shall provide disclosures on the basis of the following draft template: 4. Classification of loans/ advances given according to: 4.1. Type of loans: Table 2: Details of types of loans Sl. No. Type of loans 1 2 Secured Unsecured Total assets under management (AUM)*^ Rs. crore *Information required at borrower level (and not by loan account as customer may have multiple loan accounts); ^Issuer is also required to disclose o....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... Reductions during the year Closing balance of gross NPA Provisions made during the year Write-off/ write-back of excess provisions Closing balance *Please indicate the gross NPA recognition policy (Day's Past Due) 4.7. Segment-wise gross NPA: Table 9: Segment wise gross NPA Segment-wise gross NPA Mortgages (home loans and loans against property) Gross NPA (%) Sl. No. 1 Retail A B Gold loans C Vehicle finance D MFI E F G MSME Capital market funding (loans against shares, margin funding) Others 2 Wholesale A Infrastructure B Real estate (including builder loans) C Promoter funding D Any other sector (as applicable) E Others Total 4.8. Residual maturity profile of assets and liabilities (in line with the RBI format): Table 10: Residual maturity profile of assets and liabilities Category Up to 30/31 days >1 month 2 - months Deposit Advances Investments Borrowings FCA* FCL* >2 months >3 months - - 3 6 months months >6 months >1 years >3 years >5 3 - Total ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....orized by the issuer, to participate in a particular issue on the EBP Platform. 2. The following issues of securities shall be made through the EBP platform: 2.1. A private placement of debt securities and NCRPS as per the provisions of SEBI NCS Regulations, 2021, if it is: a) a single issue, inclusive of green shoe option, if any, of Rs. 100 crore or more; b) a shelf issue, consisting of multiple tranches, which cumulatively amounts to Rs. 100 crore or more, in a financial year; and c) a subsequent issue, where aggregate of all previous issues by an issuer in a financial year equals or exceeds Rs. 100 crore. 2.2. Issues of debt securities and NCRPS on private placement basis, irrespective of issue size, by issuers who are in existence for less than three years, in accordance with Clause 2.3.8 c. of Schedule II to the SEBI NCS Regulations, 2021. 2.3. The issuance of PDIs, PNCPS, PCPS, RNCPS, and instruments of similar nature which are essentially non-equity regulatory instruments, forming part of a bank's or NBFC's capital, issued as per RBI stipulations and listed under Chapter V of the SEBI NCS Regulations, 2021, irrespective ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....hour prior to opening of the bidding for the issue. 5.5. Subsequent to closure of the issue, the issuer shall ensure following details of the issue are provided on the EBP platform: Page 28 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Table 1: Details of allotment in private placement Details of Investors to whom allotment has been made Name QIB/ Non-Category i.e. Scheduled Commercial Banks, MF, Insurance Company, Amount invested QIB Pension Fund, Provident Fund, FPI, PFI, Corporate, Others in Rs. crore 6. Withdrawal of offer by an issuer: 6.1. An issuer, at its discretion, may withdraw from the issue process at any time, however subsequent to such withdrawal, the issuer shall not be allowed to access any of the EBP platforms for a period of seven days from the date of such withdrawal. 6.2. If an issuer withdraws from the issue because of any of the reasons as outlined below, the restrictions mentioned at paragraph 6.1 above shall not be a....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....is lower, shall bid directly i.e. shall enter the bids directly on EBP platform. Provided that foreign portfolio investors may bid through their custodians. 7.5. For bids made by an arranger for any particular issue, such arranger shall disclose the following to the EBP at the time of bidding: a) Specify that whether the bid is proprietary bid or is being entered on behalf of an eligible participant or is a consolidated bid i.e. an aggregate bid consisting of proprietary bid and bid(s) on behalf of eligible participants. b) For consolidated bid, arranger shall disclose breakup between proprietary bid and bid(s) made on behalf of eligible participants. Further, for bids entered on behalf of eligible participants, following shall be disclosed: i. Names of such eligible participants; ii. Category (i.e. QIB or non-QIB); and iii. Quantum of bid of each eligible participant. 7.6. An arranger shall not bid on behalf of eligible participant for an amount equal to or more than Rs. 15 crore or 5% of the base issue size, whichever is lower. 7.7. Pay-in towards the allotment of securities shall be done from the account of the bidder, to whom a....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... of funds along with details including name of bank account holder, bank account number and the quantum of funds received. 8.3. RTA, will then reconcile the information received from escrow bank with the details as provided by EBP and after reconciliation RTA shall intimate to the issuer about receipt of funds. Subsequently, issuer will initiate the process of corporate action through the RTA to Depository. 8.4. RTA, after passing on the instructions for corporate action to the depositories, will issue instruction to the escrow bank to release money to the issuers bank account. 9. Responsibilities of various entities involved in the process: 9.1. Issuer shall: a) open an escrow bank account/ have an escrow bank account jointly with a RTA, where the role of the RTA in operating such bank account shall be limited to the responsibilities as provided under this circular; b) provide the details of escrow bank account in which pay-in of funds has to be made and the timelines by which such pay-in shall be done by the successful bidders; and Page 31 of 120 GB भारतीय प्रतिà¤....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... basis points (bps) i.e. up to four decimal places. 11.3. Modification or cancellation of the bids shall be allowed i.e. bidder can cancel or modify the bids made in an issue, subject to following: a) such cancellation/ modification in the bids can be made only during the bidding period; b) no cancellation of bids shall be permitted in the last 10 minutes of the bidding period; and c) in the last 10 minutes of the bidding period, only revision allowed would for improvement of coupon/ yield and upward revision in terms of the bid size. 12. Investors may place multiple bids in an issue. 13. The bid placed in the system shall have an audit trail which includes bidder's identification details, time stamp and unique order number. Further against such bids, EBP shall provide an acknowledgement. 14. All the bids made in a particular issue, shall be disclosed on the EBP platform, in the following format: Table 2: Details of cumulative demand received on EBP platform Yield (%) Demand at that particular yield (in Rs. Cumulative Demand (in Rs. crore) crore) For issues with open bidding, the aforesaid information shall be disseminated on....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....to ensure that the cooling off period for issuers and debarment period for investors is adhered to. 18.5. EBP shall ensure that bidding is done in the manner as specified. 18.6. The EBP shall be responsible for accurate, timely and secured bidding process of the electronic bid by the bidders. 18.7. The EBP shall be responsible for addressing investor grievances arising from bidding process. 19. Electronic book providers are directed to: 19.1. comply with the conditions laid down hereunder; Page 34 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 19.2. put in place necessary systems and infrastructure for implementation and make consequential changes, if any, to their bidding portal and respective exchange bye-laws; and communicate and create awareness about these provisions amongst issuers, arrangers and investors. Page 35 of 120 GB भारतीय प्रतिभूति और वि....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....nal listing approval from stock exchanges. 12 SEBI/HO/DDHS/CIR/P/2020/198 dated October 05, 2020; Page 36 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter VIII - Specifications related to ISIN for debt securities 13 [See Regulation 17 of SEBI NCS Regulations, 2021] In respect of private placement of debt securities, the following shall be complied with regard to ISINS: 1. A maximum number of seventeen ISINS maturing in any financial year shall be allowed for an issuer of debt securities. In addition, a further twelve ISINS shall also be available for the issuance of the capital gains tax debt securities by the authorized issuers under section 54EC of the Income Tax Act, 1961 on private placement basis. 2. Out of the seventeen ISINS maturing in a financial year, the bifurcation of ISINS Ishall be as under: 2.1. A maximum of twelve ISINs maturing per financial year shall be allowed for plain vanilla debt securities. Within this limit of twelve IS....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....d debt security with a maturity period of five years has an option to be called after three years and every year thereafter till redemption, then such security shall be grouped as per its maturity period i.e. five years and not based upon the option to call. 8. Mechanism for honoring debt obligations arising out of capping of ISINS: 8.1. An issuer may honour its debt obligations/ liabilities, arising out of such ISIN restrictions, in the manner as deemed feasible to them i.e. the issuer can make staggered repayments or bullet maturity repayments or in any other manner deemed so. 8.2. An issuer may offer different type of payment options to different category of investors subject to such disclosures being made in the placement memorandum in order to manage their asset liability mismatch. For e.g. an insurance company may be offered staggered redemption, however mutual fund may be offered bullet payment. 8.3. Also, in case of any modification in terms or structure of the issue viz. change in terms of payment, change in interest pay-out frequency etc. the issuer may make such modification by following procedure as has been laid out in ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....e, send the reports received by it to the depositories for the purposes of their reconciliation. c) The depositories shall thereafter within five working days of receipt of reports from the stock exchanges, send a status report to the latter regarding utilization of ISINS by the issuers. d) The stock exchanges shall within thirty working days from the end of every half year, shall submit a report to SEBI, in case there has been any violation by the issuers regarding the above provisions. Page 39 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter IX - Green Debt Securities 14 [See Regulation 26 of SEBI NCS Regulations, 2021] Disclosure requirements for issue and listing of green debt securities: 1. An issuer desirous of issuing green debt securities shall make the following additional disclosures in the offer document for public issues and private placements: 1.1. A statement on environmental objectives of the issue of green debt securities; 1.2. ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....rovide following additional disclosures along with its annual report: a) List of project(s) and/ or asset(s) to which proceeds of the Green Debt Securities have been allocated/ invested including a brief description of such project(s) and/ or asset(s) and the amounts disbursed. However, where confidentiality agreements limit the amount of detail that can be made available about specific project(s) and/ or asset(s), information shall be presented about the areas in which such project(s) and/ or asset(s) fall into. b) Qualitative performance indicators and, where feasible, quantitative performance measures of the environmental impact of the project(s) and/ or asset(s). If the quantitative benefits/ impact cannot be ascertained, then the said fact may be appropriately disclosed along with the reasons for non- ascertainment of the benefits/ impact on the environment. c) Methods and the key underlying assumptions used in preparation of the performance indicators and metrics; 2.4. An issuer of green debt securities or any agent appointed by the issuer complying with globally accepted standard(s) for the issuance of green debt securiti....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... SEBI NCS Regulations, 2021 and therefore will not be eligible for issue and listing under the said regulations. 2.2. Eligibility criteria for issuers: As such securities expose the issuer to market risk, the issuer should have a minimum net worth of at least Rs. 100 crores at the time of issue. 2.3. Disclosure requirements: In addition to the disclosure requirements specified under SEBI NCS Regulations, 2021, the following disclosures shall be made in all offer documents for such securities: a) Credit rating by any registered CRAS shall bear a prefix 'PP-MLD' denoting Principal Protected Market Linked Debt securities followed by the standardized rating symbols for long/ short term debt securities on the lines specified in SEBI Circular No. CIR/MIRSD/4/2011 dated June 15, 2011, SEBI/HO/MIRSD/DOS3/CIR/P/2019/70 dated June 13, 2019 or as may be specified by the Board. b) A detailed scenario analysis/ valuation matrix showing value of the security under different market conditions such as rising, stable and falling market conditions shall be disclosed in a table along with a suitable graphic representation. c) A risk factor shal....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....fer document. 2.5. Primary issuance and sale of securities to retail investors: The issuer shall ensure that such securities are sold to retail investors with the following safeguards: a) The intermediary who sells the security to the retail investor shall be a SEBI regulated entity. b) The intermediary shall explain the risks involved in such securities to the investor. Page 43 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India c) The intermediary shall ensure that the investor is capable of taking the risk posed by such securities and shall satisfy itself that securities are suitable to the risk profile of the investor. d) The intermediary shall make available the offer document to the investor. e) The intermediary shall provide guidance to investor on obtaining valuation for the securities, i.e., the locations where such information would be available (issuer or the third party). f) The intermediary shall provide the investor with guidance on exit loa....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....redemption amount) and pre- authorise debenture trustee(s) to seek debt redemption payment related information from the issuer's bank. Issuer shall also inform the debenture trustee(s) of any change in bank details within one working day of such change. 4.2. In case the issuer fails to intimate the status of payment of the debt securities within stipulated timelines, then debenture trustee(s) shall seek status of payment from issuer and/ or conduct independent assessment (from banks, investors, rating agencies, etc.) to determine the same. Based on such assessment, debenture trustee(s) shall intimate stock exchange and depositories the status of payment of debt securities within 9 working days of the maturity/ redemption date. 4.3. In case intimation of the status of payment of debt securities is not received by stock exchanges and depositories within stipulated timeline, transactions in 16SEBI/HO/DDHS/CIR/P/103/2020 dated June 23, 2020; Page 45 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Se....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....SIN – defaulted in redemption". 9. Continuous assessment of default status: 9.1. The issuer shall inform the stock exchange(s), depositories and debenture trustee(s) latest by the second working day of April of each financial year on the updated status of payment of the debt securities Page 46 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 9.2. In case the issuer fails to intimate the updated status of payment of the concerned debt securities within the stipulated timelines, the debenture trustee(s) shall carry independent assessment as given at paragraph 4 above and intimate the status of payment of debt securities to the stock exchange and depositories within seventh working day of April of each financial year. 9.3. In case issuer or debenture trustee(s) does not intimate the status of payment of debt securities to stock exchanges and depositories within the stipulated timeline, transactions in such debt securities shall be restricted from eighth ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India SI. Activity to be Event Timeline* By Το No. undertaken Non-acceptance trades for of Stock T-2 excha reporting/ settlement nge 50 Temporary restriction Deposi Redemption/ maturity date (T day) T on transaction in ISIN tory Intimate status of Debenture trustee(s), 6 payment of debt T+1 securities Issuer depositories, stock Independent exchange(s) 7 assessment of T+2 to T+9 Non receipt of status of payment payment status Intimate status of Deben ture trustee from Issuer 8 payment of debt By T+9 (s) Depositories, stock securities exchange(s) Receipt of information Obligations as per 9 regarding full paragraph 10 of this chapter Depositories, stock T+3/ T+11/ exchanges Payment event basis, Receipt of as information 10 Obligations as p....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....2020. Explanation: The term 'Financial Year' here would imply April - March or January - December, as may be followed by an entity. Thus, FY2020 shall mean April 01, 2019 - March 31, 2020 or January 01, 2020 - December 31, 2020, as the case may be. 1.2. The framework shall be applicable for all listed entities (except for Scheduled Commercial Banks), which as on last day of the FY (i.e. March 31 or December 31): a) have their specified securities or debt securities or non-convertible redeemable preference shares, listed on a recognised stock exchange(s) in terms of SEBI LODR Regulations, 2015; and b) have an outstanding long term borrowing of Rs. 100 crore or above, where outstanding long-term borrowings shall mean any outstanding borrowing with original maturity of more than one year and shall exclude external commercial borrowings and inter-corporate borrowings between a parent and subsidiary(ies); and c) have a credit rating of "AA and above", where credit rating shall be of the unsupported bank borrowing or plain vanilla bonds of an entity, which have no structuring/ support built in; and in case, where an issuer has multipl....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ing through debt securities is less than 25% of the incremental borrowings for FY "T"), a monetary penalty/ fine of 0.2% of the shortfall in the borrowed amount shall be levied and the same shall be paid to the stock exchange(s). 3. Disclosure requirements for large entities: 3.1. A listed entity, identified as a LC under the instant framework, shall make the following disclosures to the stock exchanges, where its security(ies) are listed: a) Within 30 days from the beginning of the FY, disclose the fact that they are identified as a LC, in the format as provided at Annex - XII-A. b) Within 45 days of the end of the FY, the details of the incremental borrowings done during the FY, in the formats as provided at Annex - XII-B1 and Annex -XII-B2. 3.2. The disclosures made in terms of paragraph 3.1 above shall be certified both by the CS and the CFO of the LC. Page 50 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 3.3. Further, the disclosures made in terms....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....LC shall provide, in its initial disclosure for a financial year, the name of stock exchange to which it would pay the fine in case of shortfall in the mandatory borrowing through debt markets. Page 52 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annex - XII-B1 Format of the annual disclosure to be made by an entity identified as a LC (to be submitted to the stock exchange(s) within 45 days of the end of the FY) (Applicable for FY 2020 and FY 2021) 1. Name of the Company: 2. CIN: 3. Report filed for FY: 4. Details of the borrowings (all figures in Rs. crore): Sl. No. Particulars Details Incremental borrowing done in FY 1 (a) 2 Mandatory borrowing to be done through issuance of debt securities (b) = (25% of a) Actual borrowings done through debt securities in FY 3 5 (c) Shortfall in the mandatory borrowing through debt securities, if any (d) = (b) - (c) {If the calculated value is zero or negative, write "nil"} Reaso....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....y Secretary Designation Contact Details - Date dd/mm/yyyy (Signature) Name of the Chief Financial Officer Designation Contact Details Page 54 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annex - XII-C The illustration given below is only for the purpose of demonstration and shall not be construed in any other manner. Company Name Credit Rating of unsupported bank borrowing or plain vanilla bonds Security listed Financial Year format XYZ AA or equivalent Equity shares and/ or debt securities and/ or NCRPS 01st April 31st March For FY2020 and FY2021 (all figures in Rs. crore) Current financial year FY2020 FY2021 Outstanding borrowing as on March 31st of 1000 1200 previous FY Whether framework applicable? Yes Yes Incremental Borrowing in the current FY 400 500 (a) Mandatory borrowing through debt securities in the current FY 100 125 (b) = 25% of (a) Actual borrowings done....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....k Rs. 50 borrowing not crore of shortfall for applicable. borrowing shortfall of shortfall for FY adjusted 2023 For current Rs. 50 FY2022 towards debt block crore carried forward to FY 2023 towards ebt market adjusted market borrowings complied with by the of FY2024. end of borrowings of FY2023. Complied Thus, first year remains a For current borrowing block shortfall of Rs. 25 crore carried forward shortfall of Rs. 15 crore for FY 2023. Thus, fine of Rs. 3 to FY 2024. lakh to be paid Page 56 of 120 by XYZ. For current block- framework not applicable. GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter XIII - Issuance, listing and trading non-equity regulatory capital 18 [See Chapter V of SEBI NCS Regulations, 2021] 1. PDIs, PNCPS, PCPS, RNCPS, RCPS, debt instruments and instruments of similar nature which are....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....9 dated October 06, 2020; Page 57 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter XIV - Centralized Database for corporate bonds/ debentures 19 [See Regulations 17(1) and 20 of SEBI NCS Regulations, 2021] 1. This chapter contains provisions mandating stock exchanges and depositories to jointly create, host and maintain a Centralised Database of corporate bonds, held in demat form. It also delineates the responsibilities of the issuer, CRAS and DTs in relation to the database. A list of data fields to be maintained in the said database along with the manner of filing the same is also provided in the succeeding paragraphs. 2. Responsibilities of parties involved, contents of the database and manner of submitting the information 2.1. Depositories: a) Depositories shall continue to jointly create, host, maintain and disseminate the centralized database of corporate bonds, which are available in demat form. All historical data available in the database i....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....e event based and periodical information in the Centralized Database when received from the issuers in Annex - XIV-B. 2.4. Credit Rating Agencies: CRAS shall access the database to verify the rating information uploaded by the Issuer. In case of any discrepancy, CRAS shall notify the same to stock exchanges and update the correct information in the database within the time stipulated in Annex - XIV-C. 2.5. Debenture Trustees: DTS shall access the database to verify the information regarding default history and other relevant information. in case of any discrepancy, debenture trustee shall notify the same to stock exchanges and update the correct information in the database, within the time stipulated in Annex - XIV-C. 20 Modified vide SEBI/HO/DDHS/P/CIR/2022/0028 dated March 8, 2022. Prior to the amendment, the clause read as under: "Post listing of securities, Issuers shall submit information in the requisite fields as provided in Annex - XIV- B to any of the stock exchanges where their securities are listed on a periodical basis and/ or 'as and when' basis (event based), as applicable. The stock exchange shall indicate the format of....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....िमय बोर्ड Securities and Exchange Board of India 9. Based on sector of business (relevant option may be selected (√)) 22: MES Code Macro- Economi c Sector IN01 Sect Code Commodit IN0101 Chemicals Sector Ind Code Industry Basic Ind ies IN010 101 Chemicals & Petrochemicals Code IN01010 1001 Basic Industry Commodity Chemicals IN01010 1002 Specialty Chemicals IN01010 1003 Carbon Black IN01010 1004 IN01010 Dyes Pigments Explosives And 1005 Petrochemical IN01010 1006 S Trading Chemicals Industrial Gases IN01010 1007 IN01010 1008 Printing Inks IN01010 1009 IN010 Fertilizers 102 Agrochemicals & IN01010 2001 IN01010 2002 Fertilizers Pesticides Agrochemicals & Definition Manufacturers of basic and industrial chemicals like synthetic fibres, films, organic and inorganic chemicals etc. Manufacturers of chemicals used in the manufacture of a variety of products, like fine chemicals, additives, advanced polymers, ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....acturers and distributor of ferro silico manganese like ferro alloys, briquette, fly ash bricks etc. Manufacturers and distributor of pig iron Manufacturers and distributor of sponge iron Manufacturers of Iron & steel IN01030 1002 IN01030 1003 IN01030 1004 Pig Iron Sponge Iron Iron & Steel IN010 302 Non Metals Ferrous IN01030 2001 Aluminium Mining, IN01030 2002 IN01030 Copper Zinc 2003 IN01030 2004 Precious Metals processing, manufacturing and distributing the aluminium Producer and distributor of copper Producer and distributor of zinc Mining, manufacturing and distributing precious materials like gold, silver, platinum etc. Includes investment trusts where underlying is gold or similar precious metals Companies engaged in manufacturing and mining of IN010 303 Diversified Metals IN01030 3001 Diversified Metals diversified metals IN010 304 Minerals Mining & IN01030 Industrial 4001 Minerals Mining, producing IN010 305 Metals & Minerals Trading IN01030 Trad....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... accessories for automobiles Manufacturer of automobiles batteries Manufacturer of fastener for vehicles Manufacturer of gas cylinders for automobile Trading and distribution of auto components Manufacturers and distributors of tyres and rubber products for automobile Manufacturers and distributors of air conditioners Manufacturers and distributors of bicycles and tricycles Consumer Manufacturers and distributor of Electronics consumer electronics like television, video cassette Page 64 of 120 IN02020 1004 Furniture, Home Furnishing, Flooring IN02020 1005 Gems, Jewellery And Watches recorder, DVD player, audio equipments, games etc. Manufacturers and distributor of furniture, carpets, ceramic tiles, granite, marble etc. Manufacturers and distributor of gems, jewellery, watches and other luxury goods and accessories Manufacturers and distributor of consumer glass products Manufacturers IN02020 Glass 1006 Consumer IN02020 Household 1007 Appliances juicers, food IN02020 Houseware 1008 of electric household appl....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....red above Manufacturers & distributors of apparels/ garments Manufacturers & distributors of textiles, fabrics, yarn, silk yarn, blended and texturized yarn and related products Trading and Distribution of 'garments & apparels' and 'other textile products' where a revenue from each segment cannot be determined separately Companies providing advertising, public relations and marketing services. It also includes billboard providers and telemarketers. Publisher of newspapers, magazines and other periodicals through electronic medium Companies engaged in providing social media, search engines, platforms for networking etc. Excludes companies operating in online shopping classified under E-Retail/ E-Commerce and companies providing online directory of suppliers and potential buyers for various products/merchandise classified under Internet & Catalogue Retail Publisher of newspapers, magazines and other periodicals through print medium Producers and distributors of movies. Includes theatres and auditoriums Producers and distributors of movies and other entertainment rel....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....d operators of hotels, resorts etc. Includes investment trusts where underlying is 'Hotels and Resorts' Owners and operators of restaurants, recreation clubs, bars, coffee shops, fast-food, catering service etc. Owners and operators of amusement parks, Casinos and other recreation facilities not covered above as Owners and operators of wellness facilities such gymnasium, yoga centre, beauty parlours, salons etc. Companies engaged into provision of tour, travel related services. It includes tour operators, ticketing, visa processing, hotel and vehicle booking etc. It includes companies that provide such service through digital medium Any stream of education (including IT education or any specialized training) provided in classroom Any stream of education (including IT education or any specialized training) provided through medium other than classroom Companies engaged in providing food storage facility Companies providing other consumer services not classified elsewhere. It includes. event managers, security services, housekeeping services etc. Owners and operat....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ies engaged in the activity of trading in gas Companies engaged in the exploration and production of oil Companies providing offshore drilling services to oil companies Companies engaged in providing storage and transportation facility for oil companies Manufacturers of equipment for and providers of services to the oil and gas industry Companies engaged in the refining and marketing of oil, gas and petroleum products Manufacturers and distributors of lubricants Companies engaged in exploration, mining, trading and distribution of coal, coke and lignite Producers and distributors of edible oil Consumer Goods Consumer Goods IN04010 1002 Sugar IN04010 Tea & Coffee 1003 IN04010 Other 1004 Agricultural Products IN040 Beverages 102 IN04010 2001 Breweries & Distilleries Producers and distributors of sugar and allied products Producers and distributors of tea and coffee Producers and distributors of agricultural products not classified elsewhere Manufacturers of alcoholic beverages. Includes distillers Page 67 of 120 GB भा....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... as pen, pencil, notebooks etc. Companies engaged into multiple FMCG products, where no single business segment contributes more than 50% of companies' total revenue and two more segments each contributes at least 20% of total or revenue Financial Institutions as defined under Section 4(1) of the Companies Act, 1956 Companies providing loan for buying housing and commercial properties Companies which earn major revenue from interest, capital appreciation from investments made. It does not include rental income which is classified under 'Diversified Commercial Services' Non-Banking Financial Company (NBFC) as may be specified by the Reserve Bank of India (RBI) Companies providing financial services not covered elsewhere under 'Financial Services' Holding companies with holding of 51% or more in other company Page 68 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Macro- MES Sect Ind Econ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....es such as investment advisory services etc. Other Capital Market related Services not classified elsewhere above Companies providing general insurance Companies insurance providing life Insurance companies offering multiple line of insurance such as life insurance, general insurance, medical insurance, etc. Companies engaged into distribution of insurance products Fintechs providing services like banking, payment processing, brokerage, aggregation and distribution of financial products and services Manufacturers and distributors of pharmaceuticals and companies engaged in research & development of pharmaceuticals Companies engaged in the development, manufacturing or Page 69 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India MES Code Macro- Economi Sect Ind Sector Industry Code Code c Sector Basic Ind Code Basic Industry IN060 Healthcare IN06010 102 Equipment....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... construction vehicles like cranes, bulldozers etc. Manufacturers and distributors of power generating equipment and other heavy electrical equipment such as power turbines, transmission towers, heavy electrical machinery Manufactures and distributors of electric cables and wires and other electrical components or equipment not classified under Heavy Electrical Equipment Manufacturer of elevators and escalators IN070 204 Industrial Manufacturing IN07020 4001 Elevators Page 70 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Macro- MES Sect Ind Economi Sector Industry Code Code Code c Sector Engineering & Construction Basic Ind Basic Industry Code IN07020 4002 products IN07020 4003 Industrial Electronics Industrial Equipments Ship Building & IN07020 4004 IN07020 Railway 4005 Wagons IN07020 4006 Allied Services IN07....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... etc. Manufacturers and distributors of refractories Page 71 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India MES Macro- Economi Basic Code Sect Code Sector Ind Code Industry c Sector Ind Code IN07020 5011 Basic Industry Rubber IN08 IN07020 5012 IN07020 5013 Other Industrial Products Glass Industrial IN07020 5014 IN07020 5015 Informatio IN0801 Informatio n Technolog y n IN080 101 IT - Software IN08010 1001 Technolog y Aluminium, Copper & Zinc Products Iron & Steel Products - Computers Software & Consulting IN08010 1002 Software Products IN080 102 IT - Services IN08010 2001 IN080 103 IT - Hardware IN08010 3001 IT Enabled Services Computers Hardware & Equipments IN09010 Dredging 1001 IN09 Services IN0901 Services IN090 101 IN090 102 Engineeri....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Sect Ind Sector Industry Code Code Basic Ind Code Basic Industry IN090 104 Commercial Services & IN09010 4001 Trading & Distributors Supplies IN09010 Consulting 4002 Services Definition construction of road, bridges and highways which are classified as 'Civil Construction' 'Manufacturing' under Companies engaged in trading and distribution of goods not covered elsewhere Companies engaged in providing consulting services IN09010 Data Companies engaged in providing 4003 Processing commercial electronic data Services processing services IN09010 Diversified Companies providing 4004 Commercial Services commercial and consumer services not classified elsewhere. employment Includes, and related IN09010 4005 Business Process Outsourcing (BPO)/ Knowledge ser....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....1002 IN11020 1003 Management Emergency Services IN12 Diversified IN1201 Diversified IN120 Diversified 101 IN11020 1004 IN11020 1005 IN12010 Diversified 1001 Multi Utilities Other Utilities 10. Type of Instrument (relevant option may be selected (√)): Category Plain vanilla debentures Structured/market linked debentures Sl. No. 1 2 3 4 Green debt securities 5 Perpetual debt instruments Municipal bonds Others (Please specify) 11. Whether tax free (relevant option may be selected (√)): Sl. No. Category 1 Yes 2 No Definition Companies engaged into waste management Companies engaged into providing emergency services like fire brigade, flood management etc. Companies providing multiple lines of utilities Companies providing utilities not covered elsewhere Companies engaged into multiple business segment, where no single business segment contributes more than 50% of companies' total revenue and two or more segments each contributes at least 20% of total revenue If tax free, quote the relevant section of the ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....¤°à¥à¤¡ Securities and Exchange Board of India 31. Instrument description (short): 32. Instrument description (long): 33. Face value (per instrument): 34. Tenure of the instrument at the time of issuance (in _ days) _years; months; 35. Whether secured or unsecured (relevant option may be selected (√): Sl. No. Category 1 Secured 2 Unsecured If secured, provide complete details regarding the assets secured/ hypothecated/ mortgaged etc.) 36. Whether Guaranteed or Partially guaranteed (relevant option may be selected (√)): Sl. No. Category 1 2 3 Guaranteed Partially guaranteed Not guaranteed If guaranteed, provide complete details regarding the guarantee: a) Name of guarantor: b) Percentage of guarantee: c) Other details of guarantee: 37. Credit enhancement details: a) Credit enhancement facility availed (yes/no): b) If yes, provide complete details regarding the credit enhancement: i.Nature of Credit Enhancement ii.Amount of Credit Enhancement iii.Other details of Credit Enhancement 38. Principal protected (yes/no): Page 76 of 120 GB भार....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....(yes/no): a) If yes, provide specified dates: b) Call option can be exercised at (discount/ premium/ par) (relevant option may be selected (√)): Sl. No. Category 1 Discount 2 Premium 3 Par 48. Indicate whether the instrument is rated (relevant option may be selected (√)): Sl. No. 1 2 Category Yes No 49. Credit rating with name of CRA and date of credit rating: a) Current rating (if rated by multiple CRAs, include all such ratings): Name Credit Rating of the CRA Date of credit rating outlook rating Date of rating change Verification status of CRAS (verified/ Date verification of not verified) Page 78 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India b) Earlier rating and date of rating (if any): Name Credit Rating of the rating outlook CRA Date Verification Rating action Date of of status of CRAS (new, upgrade, verification credit (verified/ not down....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....is (event based) 1. Listing Details: SI. ISIN No. Allotment date Listing date Listing quantity First issue/ further Exchange issue (In case of restructuring of ISIN, the old ISIN may be marked as 'restructured' or the restructured ISIN may suitably be flagged for easy identification. Furthermore, in case of partly paid non-convertible debentures as and when ISIN has been changed due to increase in face value, it should be updated regularly in the centralised data base. Reissuances or further issuance under same ISIN nomenclature with specific amount for the said reissuance or further issuance should be reflected separately.) 2. A hyperlink of 'Listing Notification by stock exchange' [final approval] hyperlink (downloadable): 3. Details of record date: SI. No. ISIN Record date Interest/ redemption Date of payment of interest/ redemption 4. Details of credit rating: a) Current rating details: ISIN Nam Credit Outl e of rating ook the CRA Rating action Date of Verification (new, upgrade, credit downgrade, rating reaffirm) Date of status of CRAS verifica (verified/ ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....तीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annex - XIV-C Timelines for update of information by various parties: SI. Activity Responsibility Remarks No. 1 Providing details as per Annex - XIV-A to depository for the instruments being issued Issuer 2 Providing details as per Annex - XIV-B to stock exchanges Issuer 3 4 Updating the database with details received by stock exchanges as per Annex - XIV-B Providing details regarding any variation/changes in the details provided by them to Depository other than the data fields in Annex - XIV-B Stock Exchanges Issuer At the time of applying for ISIN. Within one working day of the of the change in such details. On a daily basis. This information shall be provided by issuers within seven days of the change in such details. LO 5 Providing the requisite infrastructure and hosting the database based on the information provided by issuers and other information providers....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....05, 2018 Page 84 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Annex - XV-A Details of allotment in private placement: Details of Investors to whom allotment has been made Name QIB/ Non- Category i.e. Scheduled Commercial Banks, MF, Insurance Company, Pension Fund, Provident Fund, FPI, PFI, Corporate, Others. QIB Amount invested in Rs. crore Data related to EBP: Annex - XV-B Bidding Issuer Issue ISIN Amount Type of raised in issuance Allotment Face Rs. Manner of Manner of Cr (Maturity Coupon Price Type of allotment settlement Credit bidding (uniform/ (Clearing Link to No. the PM successful Primary Market Repository: ISIN QIBS Non-QIBS Annex - XV-C Issuer Issue name description issuance/re- Rs. Issue type Issue (fresh Mode of size in Issue Issue price allotment in Rs. date Maturity Coupon Credit issuance |date issuance) crore* (%) Rating (public/ EBP/ non-EBP) ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....er on the same platform to ensure matching of both sides of the trades. 24 SEBI/CFD/DIL/BOND/1/2006/12/12 dated December 12, 2006; SEBI/CBM/BOND/1/2007/01/03 dated March 01, 2007; SEBI/CBM/BOND/2/2007/13/04 dated April 13, 2007; SEBI/IMD/DOF-1/BOND/Cir-3/2009 dated July 31, 2009; SEBI/IMD/DOF-1/BOND/Cir-4/2009 dated October 16, 2009; CIR/IMD/DF/6/2010 dated July 30, 2010; Cir./IMD/DF/8/2012 dated March 05, 2012; CIR/IMD/DF/1/2014 dated January 07, 2014; CIR/MRD/DP/10/2014 dated March 21, 2014; and SEBI letter no. IMD/DOF-1/Bond/V/182601/2009 dated November 10, 2009; Page 86 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 2.2. To provide transparency and efficient pricing of SDI, the reporting platforms shall provide continuous data pertaining to SDI, comprising of issuer name, ISIN number, face value, maturity date, current coupon, last price reported, last amount reported, last yield (annualized) reported, weighted average yield/ price, total amount reported ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....l be no shut period during which trades/ transfers are restricted for payment of interest or part redemptions. For other corporate actions such as redemptions/put-call options, issuers may choose to specify a shut period. 6.2. Stock exchanges shall coordinate among themselves to ensure that the information reported with them is aggregated, checked for redundancy and disseminated on their website in a homogenous manner. The reporting may be made to either platform of BSE or NSE but not to both for the same transaction. Although, reporting may be done at either of the exchange platforms, BSE and NSE shall ensure that all the relevant details are disseminated by both the stock exchanges on their websites and that there is no segregation of data between the exchanges on the basis of its reporting origin. 6.3. Trade repository hosted by stock exchanges and depositories shall have appropriate link/ URL for an ISIN to the Centralised Database. Stock exchanges and depositories shall put in place a mechanism to enable the same. 6.4. The format to display reported trades and trades executed through RFQ platform on real time basis by stock exchange....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....s, rules and regulations for the implementation of the above decision as may be applicable and necessary. b) have necessary arrangements for smooth implementation of this circular. Page 89 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter XVII - Listing of Commercial Paper25 [See Chapter VI of SEBI NCS Regulations, 2021] A. An issuer who desires to list CP shall forward an application for listing along with following disclosures to the concerned stock exchange(s). Disclosures to be provided along with the application for listing: 1. Details pertaining to the issuer: 1.1. Details of the issuer: a) Name, address, CIN and PAN; b) Line of business; c) Chief executive (Managing Director/ President/CEO/ CFO); and d) Group affiliation (if any). 1.2. Details of the directors: Table 1: Format for details of directors SI. Name, designation and No. DIN Age Address Director List of other since directorships 1.3. Details of change in ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....n payments of interest and principal of CPs, (including technical delay), debt securities, term loans, external commercial borrowings and other financial indebtedness including corporate guarantee issued in the past 5 financial years including in the current financial year. 2.2. Ongoing and/ or outstanding material litigation and regulatory strictures, if any. 2.3. Any material event/ development having implications on the financials/ credit quality including any material regulatory proceedings against the issuer/ promoters, tax litigations resulting in material liabilities, corporate restructuring event which may affect the issue or the investor's decision to invest/ continue to invest in the CP. 3. Details of borrowings of the company, as on the latest quarter end: 3.1. Details of debt securities and CPS: Table 8: Details of debt securities and CPs Tenor/ period Other details Redempti Series ISIN Coupon of Amount Date of issued allotment on date/ Credit Secured/ rating unsecured Security viz. details of IPA, details of ☐ maturity Schedule CRA☐☐☐ 3.2. Details of secured/ u....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....f yearly consolidated (wherever available) and standalone financial information (Profit & Loss statement, Balance Sheet and Cash Flow statement) along with auditor qualifications, if any, for last three years along with latest available financial results, if the issuer has been in existence for a period of three years and above; or, 26 Modified vide SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021. Prior to amendment, the clause read as under: “Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings including unaccepted ratings, date of rating, name of credit rating agency, its validity period (details of credit rating letter issued not older than one month on the date of opening of the issue), details of issuing and paying agent and other conditions, if any." 27 Inserted vide SEBI/HO/DDHS/P/CIR/2021/0692 dated December 17, 2021. Page 93 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India b. Audited/ limited review ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....¤¿à¤­à¥‚ति और विनिमय बोर्ड Securities and Exchange Board of India 7.1. Issuers who have listed their specified securities under Chapter IV of SEBI LODR Regulations, 2015 and also have outstanding listed CPs shall prepare and submit financial results in terms of regulation 33 of SEBI LODR Regulations, 2015 and additional line items as required under regulation 52(4) of SEBI LODR Regulations, 2015. 7.2. Issuers who have listed NCDs, NCRPS' or both under Chapter V of SEBI LODR Regulations, 2015 and also have outstanding listed CPs or who only have outstanding listed CPs shall prepare and submit financial results in terms of regulation 52 of SEBI LODR Regulations, 2015. However, if an issuer is required to prepare financial results for the purpose of consolidated financial results of its parent company in terms of regulation 33 of SEBI LODR Regulations, 2015, such issuers shall submit financial results in terms of paragraph 5 above or shall submit quarterly financial results that have been prepared for the purpose of consolidation of their parent company. ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....¤°à¤¤à¥€à¤¯ प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Chapter XIX - Publishing Investor Charter and Disclosure of Complaints by Merchant Bankers on their Websites 30 1. Investor Charter is a brief document containing details of services provided to investors, their rights, dos and don'ts, responsibilities, investor grievance handling mechanism and timelines thereof etc., at one single place, in a lucid language, for ease of reference. 2. All registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for each of the below mentioned categories, as provided at Annex - XIX - A to this circular: a. Public issue of debt securities; b. Public issue of non-convertible redeemable preference shares; and c. Private placement of debt securities and non-convertible redeemable preference shares. 3. Additionally, in order to bring about further transparency in the investor grievance redress mechanism, all registered Merchant Bankers shall also disclose on their respect....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... and the same shall be provided by the issuer/ lead manager(s). 8. Listing and the commencement of trading on the stock exchanges shall be within six working days of the offer closing date or such other time as may be prescribed by SEBI. 9. Disclose on lead managers' websites - Track record of the performance of the public issues managed by it, for a period of three financial years from the date of listing for each public issue. 10. Disclose the entire process of basis of allotment in the final offer document. 11. Debenture trustees to ensure independent assessment and diligence for the security offered for the proposed issue and also ensure dissemination of information as per the NCS Regulations. 12. Issuer can roll-over the debt securities by providing notice and publicly disseminating such information as per the applicable regulations. Page 98 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 13. Issuer to promptly inform the stock exchange(s) all informat....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India 5. Investor can withdraw his/her application prior to the issue closing date. Post issue closure, the same can be done by submitting a withdrawal request to the Registrar to the Issue prior to the finalization of the basis of allotment. 6. The investor shall be compensated for delay in allotment, demat credit and refunds, unblocking of funds/ refunds, beyond the time limit as may be prescribed under applicable statutory and/or regulatory requirements. 7. An investor can submit the bid-cum-application form through the App or web interface developed by stock exchanges. 8. Investors get email and SMS messages w.r.t. allotment status. Allotment advice is sent through email/ physical to successful allottees post completion of allotment. 9. Right to attend meetings as and when such meetings are called by the debenture trustees. 10. Right of free transferability and nomination subject to applicable laws and regulations. 11. Such other rights, as may be availa....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....n/ series of debt securities in the application form. 15. Guardians applying for minor applicants need to mention the PAN of the minor. Don'ts: 1. Do not apply for lower than the minimum application size. 2. Do not pay the application amount in cash, by money order, postal order or by stock invest. 3. Do not apply or submit the bid for an amount more than the funds available in your ASBA account or than the applicable investment limit. 4. Do not submit a bid using UPI ID, if you are not a retail individual investor. 5. Do not bid through an incorrect UPI handle or using a bank account of a SCSB and/ or mobile applications not mentioned in the SEBI list. 6. Do not submit more than five application forms per ASBA Account. 7. Do not use any third-party bank account or third-party linked bank account UPI ID. 8. Do not submit the application form without inserting date of birth for first/ sole applicant. 9. Do not submit application without an Indian registered address for the investor. 10. Do not submit applications made by an investor who is ineligible as per relevant regulatory guidelines, as mentioned in the offer document. 11. Inve....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....le debt securities. 3. Non receipt of non-convertible debt securities in demat account. 4. Amount blocked but application not bid. 5. Non-receipt of interest/ coupon/ redemption amount. 6. Application bid but amount not blocked. 7. Any other nature as may be informed from time to time. MODE OF RECEIPT OF INVESTOR GRIEVANCE: The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter/ email from the investor addressed to the lead manager at its address/ email id, mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc. 2. On the SCORES mechanism. NATURE OF ENQUIRIES FOR WHICH THE LEAD MANAGER SHALL BE RESPOND TO/ ESCALATED PROMPTLY: 1. Availability of application form. 2. Availability of offer document. 3. Process for participating in the issue/ mode of payments. 4. List of SCSBs/ syndicate members. 5. Date of issue opening/ closing/ allotment/ listing. 6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism. 7. Any other query of similar nature. R....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ents on offer document 3 Statutory advertisement 4 Issue opening date Timeline for which activity takes place T Seven working days from DRHP filing. Information Remarks where available/ Websites of stock exchanges, lead manager, issuer and SEBI. On or before the Issue Newspaper advertisement. opening date. On or after statutory Final Offer Document available on advertisement. websites of stock exchanges, lead manager, issuer and SEBI. Page 104 of 120 Sr. No. 5 Activity GB Availability of application forms 6 Total demand in the issue 7 Commencement trading 8 Unblocking Accounts ASBA 9 Allotment status allotment advice 10 Track record of IPOS RIGHTS OF INVESTORS: भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Timeline for which activity takes place Issue opening date till issue closure date. Issue closure date. of On or before six working days from Issue closure....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... on plain paper or on incomplete or illegible application forms. 2. Do not apply for lower than the minimum application size. 3. Do not pay the application amount in cash, by cheque, by money order or by postal order or by stock invest. 4. Do not submit the application form to any non-SCSB bank. 5. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (wherever applicable) or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue. 6. Do not submit the application form without ensuring that the funds equivalent to the entire application amount are available for blocking in the relevant ASBA Account; or in the case of UPI Investors, making application using the UPI Mechanism, in the UPI-linked bank account where funds for making the application are available. INVESTOR GRIEVANCE REDRESS MECHANISM AND HOW TO ACCESS IT: Investor Complaint • Merchant Banker Issuer (for email ID refer to Offer Documents) ✓ SEBI (www.sebi.gov.in) Stock Exchanges (www.nseindia.com; www.bseindia.com; www.msei.com) Registrar to Issue/ Offer ....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... (e-mail, address and valid phone number). 2. On the SCORES mechanism. Page 107 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India NATURE OF ENQUIRIES FOR WHICH LEAD MANAGER SHALL ENDEAVOUR TO RESOLVE SUCH ENQUIRIES/QUERIES PROMPTLY DURING THE ISSUE PERIOD: 1. Availability of application form. 2. Availability of offer document. 3. Process for participating in the issue/ mode of payments. 4. List of SCSBs/ syndicate members. 5. Date of issue opening/ closing/ allotment/ listing. 6. Technical setbacks in net-banking services provided by SCSBs/ UPI mechanism. 7. Any other query of similar nature. RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS): 1. Investors should read offer documents, application form, and issue related literature carefully and fully before investing. 2. Investors should fully understand the terms of investment and timelines involved in the issue process as disclosed in the offer document, application form, and issue relate....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ugh the EBP mechanism. Two days prior to the board resolution. Stock exchange Within 30 minutes Stock exchange At least two days before the scheduled date of bidding. Stock exchange Two days before the scheduled date of bidding. Stock exchange Page 109 of 120 GB Sr. Activity No. Issue opens and closes 5 6 7 8 भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India Timeline for which activity takes place Information available/ Remarks where Issue should remain To conduct committee/ board meeting to identify the investors and issue the private placement offer letter to the identified investors. Allotment and receipt of funds Filing of listing application and obtaining trading approval from the stock exchange(s). open for minimum Stock exchange one hour. Within one hour of the closure of bidding To be completed latest within two working days of closure of issue. To be completed lates....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....the NCS Regulations. 10. Debenture trustees to ensure independent assessment and diligence for the security offered for the proposed issue of debt securities. DON'TS: 1. Do not pay the application amount in cash, by money order, postal order or by stock invest. 2. Do not submit application on plain paper or on incomplete or illegible application forms. 3. Do not apply if your demat account has been 'suspended for credit'. 4. Apart from the dos and don'ts mentioned herein above, investors are required to read the information memorandum and application form carefully. INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT Investor Complaint ✓ Issuer (for email ID refer to Information Memorandum) ✓ Stock Exchanges (www.nseindia.com; www.bseindia.com; www.msei.in) Scores (www.scores.gov.in) Page 111 of 120 Registrar to Issue/ Offer (for email ID refer to Information Mamananduml GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India TIMEL....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....of non-convertible debentures and making payments. 2. Terms of the private placement, allotment methodology, issue period, date of allotment, date of listing. 3. Any other query of similar nature. RESPONSIBILITIES OF INVESTORS (EXPECTATIONS FROM THE INVESTORS): 1. Pay-in towards the allotment of securities shall be done from the account of the bidder/ investor. 2. Consult his or her own tax consultant with respect to the specific tax implications. 3. Investors should provide full and accurate information in the application form as maybe required while making an application and keep records of the same. 4. Investors should ensure active demat/ broking account before investing. 5. Investors need to read all the terms and conditions and disclosures carefully before investing. Merchant bankers merely act in the capacity of arrangers to the issue. 6. Investor to confirm that it is not declared as willful defaulter as per RBI circular. Page 113 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securi....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....mit the fees only to the virtual accounts as given below: Name of the Bank ICICI Bank Ltd. IFSC Code ICIC0000106 Beneficiary Name Securities and Exchange Board of India Type of Fees Virtual Account Code Private Placement of Non-convertible SEBIRCDEBTPRIVPLC SEBIRCNCRPSPRIVPLC Regulatory Fee - Private Placement of Debt Securities Regulatory Fee - Redeemable Preference Shares Regulatory Fee – Private Placement of Commercial Papers SEBIRCCPPRIVPLC Regulatory Fee Private Placement of Non-equity SEBIRCNERCPRIVPLC Regulatory Capital - Regulatory Fee - Public Issue of Debt Securities Regulatory Fee Public Issue of Non-convertible Redeemable Preference Shares Filing Fee - Public Issue of Securitised Debt Instruments (includes Application/ Registration/ Annual) SEBIRCDEBTPUBLICPLC SEBIRCNCRPSPUBLICPLC SEBIRCSDIPUBLICPLC Registration Fees - Trustee/ Special Purpose Distinct Entity SEBIRCSPDE Exemption Fees - Under LODR/NCS Informal Guidance SEBIRCEXEMPTFEE SEBIRCIG b. Provide the remittance particulars by email at [email protected], immediately after the remittance is made, in the foll....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....forms at NSE/ BSE/ FIMMDA Clearing and Settlement of trades in Corporate Bonds through Clearing Corporations Revised Operating Hours for Corporate Bond Reporting Platforms Reporting of OTC transactions in Certificates of Deposit (CDs) and Commercial Papers - CPs Guidelines for Issue and Listing of Structured Products/ Market Linked Debentures Public Issue of Debt Securities Prohibition on payment of incentives Clearing and Settlement of OTC trades in Commercial Paper (CPs) & Certificates of Deposit (CDs) Processing of investor complaints against companies applying for listing of debt securities in SEBI SCORES system Contents of Application Form and Abridged Prospectus for Public Issue of Debt Securities Issues pertaining to primary issuance of debt securities Reporting of Trades in Securitised Debt Instruments in Trade Reporting Platforms and Clearing and Settlement of trades in Securitised Debt Instruments through Clearing Corporations Page 116 of 120 SI. Date No. 19 21-03-2014 20 17-06-2014 20 GB भारतीय प्रतिभूà....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....palities) Regulations, 2015 Electronic book mechanism for issuance of securities on private placement basis Clarifications SEBI/HO/DDHS/CIR/ Fund raising by issuance of Debt Securities by Large Entities P/2018/144 SEBI/HO/DDHS/DD HS/CIR/P/2019/115 SEBI/HO/DDHS/DD HS/CIR/P/2019/167 Framework for listing of Commercial Paper Framework for listing of Commercial Paper- Amendments Page 117 of 120 GB भारतीय प्रतिभूति और विनिमय बोर्ड Securities and Exchange Board of India SI. Date Circular reference Subject No. Operational framework for transactions in defaulted SBI/HO/DDHS/CIR/P debt securities post maturity date/ redemption date under provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 33 23-06-2020 /103/2020 34 13-07-2020 P/2020/199 35 05-10-2020 P/2020/198 36 06-10-2020 37 23-11-2020 SEBI/HO/DDHS/CIR/ P/2020/199 SEBI/HO/DDHS/CIR/ Guidelines for Issue and Listing of Structured Products/ Market Linked Deb....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... Depository Participant Director Identification Number DSRA Debt Service Reserve Account DT Debenture Trustees EBP EOD FAQ FIMMDA FMCG FPI FY Financial Year GDP G-Sec HFC IBA IBC ICCL ID IM ISIN IST Electronic Book Provider End Of Day Frequently Asked Questions Fixed Income Money Market and Derivatives Association of India Fast Moving Consumer Goods Foreign Portfolio Investor Gross Domestic Product Government Securities Housing Finance Company Indian Banks Association Insolvency and Bankruptcy Code Indian Clearing Corporation Limited Identity Document Information Memorandum International Securities Identification Number Inter Scheme Transfer JV Joint Venture KYC Know Your Client KRA LC KYC Registration Agency Large Corporate Page 119 of 120 Acronym Full form LEI LTV MF MIBOR MCCIL MCLR MFI MLD MSEI MSME NBFC NCD NCLAT NCLT NCRPS NCS NPA NPCI NRI NSCCL NSE OTC PAN PCPS PDI PFI PM PNCPS GB भारतीय प्र....