TaxTMI 
TaxTMI 
Operational Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper (updated as on December 01, 2022)
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....ruments and Commercial Paper. Multiple circulars have been issued, over the years, covering the operational and procedural aspects thereof. 2. For effective regulation of the corporate bond market and to enable the issuers and other market stakeholders to get access to all the applicable circulars at one place, this Operational Circular has been prepared. 3. This Operational Circular is a compilation of the relevant existing circulars, with consequent changes. The stipulations contained in these circulars have been detailed chapter-wise in this operational circular. For ease of reference, each chapter of this operational circular contains footnotes corresponding to the respective erstwhile circulars. Accordingly, the circulars listed at Annex - 1 stand superseded by this Operational Circular [Except circulars which were issued to 'all listed entities', which shall continue to apply to entities that have listed specified securities.]. 4. Additionally, format for submission of statement indicating the utilization of issue proceeds of listed Non-convertible Securities to the Stock Exchange(s), by the listed entities, as required under regulation 52(7) of the Listing Regulatio....
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....¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter I - Formats for filing financial information³ [See Regulations 52 and 54 of the Listing Regulations] Regulations 52(1) and 52(2) of the Listing Regulations mandates listed entities to submit/ disclose financial information (quarterly and annual) to the Stock Exchange(s). Further, Regulation 52(2)(f) of the Listing Regulations mandates listed entities to submit Statement of Assets and Liabilities and Statement of Cash Flows, on half yearly basis. This Chapter provides the relevant formats. Formats for filing financial information: 1. Formats for Standalone financial results on a quarterly basis and Standalone and Consolidated financial results on an annual basis (to be submitted to the Stock Exchanges and placed on listed entity's website - regulations 52(1) and 52(2) of the Listing Regulations): 1.1. 1.2. Content: Financial results shall contain the items mentioned in the Statement of Profit and Loss (excluding notes and detailed sub-classification) as pr....
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....Regulations): 3.1. 3.2. Content: The Statement of Cash Flows shall be prepared under the ‘indirect method' as prescribed in Accounting Standard-3/ Indian Accounting Standard 7, mandated under section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable. Format: The Statement of Cash Flows shall be in the following format: Particulars As at (Current half year end/ As at (Corresponding half year end/ year end date)* previous year end date)* Audited/Unaudited** Audited/ Unaudited** *(dd/mm/yyyy); **Specify whether figures are audited or unaudited. 4. Banking Companies and Insurance Companies shall disclose financial information as per formats prescribed under the relevant Acts/ Regulations specified by their respective Regulators. 5. Format for financial results in newspapers: The format of financial results to be published in newspapers, in terms of regulation 52 (8) of the Listing Regulations, is prescribed in Annex - I-A. 6. Reasons for delay in disclosure of financial results (to be submitted to Stock Exchange(s) and placed on listed entity's website): ....
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....Outstanding Debt Outstanding Redeemable Preference Shares Debt Equity Ratio Earnings Per Share (of Rs. /- each) (for continuing and discontinued operations) - 13. 1. Basic: 2. Diluted: 14. Capital Redemption Reserve 15. 16. Debt Service Coverage Ratio 17. Debenture Redemption Reserve Interest Service Coverage Ratio # - Exceptional and/or Extraordinary items adjusted in the Statement of Profit and Loss in accordance with Ind AS Rules/ AS Rules, whichever is applicable. Notes: a) The above is an extract of the detailed format of quarterly/annual financial results filed with the Stock Exchange(s) under regulation 52 of the Listing Regulations. The full format of the quarterly/annual financial results is available on the websites of the Stock Exchange(s) and the listed entity (URL of the filings). b) For the other line items referred in regulation 52(4) of the Listing Regulations, pertinent disclosures have been made to the Stock Exchange(s) (specify names of Stock Exchanges) and can be accessed on the URL (specify URL). c) The impact on net profit/loss, total comprehensive income or any other relevant financial item(s) due to change(s) in accounting policie....
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.... to........... We have reviewed the accompanying statement of unaudited financial results of (Name of the Company) for the period ended............. This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 - "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial resul....
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....ss an audit opinion. In the conduct of our Review we have relied on the review reports in respect of non- performing assets received from concurrent auditors of _ branches, inspection teams of the bank of branches and other firms of auditors of _ branches specifically appointed for this purpose. These review reports cover_ percent of the advances portfolio of the bank. Apart from these review reports, in the conduct of our review, we have also relied upon various returns received from the branches of the bank. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the manner in which it is to be disclosed, or that it contains any material misstatement or that it has not been prepared in accordance with the relevant prudential norms issued by the Reserve Bank of India in respec....
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....ds and other accounting principles generally accepted in India of the net profit/ loss 12 and other comprehensive income and other financial information for the quarter ended ...... (date of the quarter end) as well as the year to date results for the period from ... to Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAS) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the 12 whichever is applicable. Page 12 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfi....
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.... the Audit of the Standalone Financial Results 13 If applicable, based on facts and circumstances of the engagement. Page 13 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results. As part of an audit in accordance with SAS, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • • â€....
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....change Board of India We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Place of Signature: Date: For XYZ & Co. Chartered Accountants (Firm's Registration No.) Signature (Name of the member signing the audit report) (Designation)14 (Membership Number) 14 Partner or proprietor, as the case may be. Page 15 of 89 UDIN GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex - II-D Quarterly Illustrative format when an Unmodified Opinion is expressed on the Audited quarterly and year to date financial results (for Banks/ NBFCs) Illustrative format of Independent Auditor's Report (Unmodified Opinion) on Audited Standalone Quarterly financial results and year to date results of Banks NBFCs pursuant to regulation 52 of the SEBI (Listing Obli....
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....red Accountants of India 16. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Bank/ NBFC in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial results, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. [Insert Emphasis of Matter Paragraph] 17 Our opinion is not modified in respect of this matter. Board of Directors' Responsibility for the Standalone Financial Results These standalone financial results have been compiled from the interim standalone financial statements. The Bank's/ NBFC's Board of Directors are responsible for the preparation of these standalone Financial Results that give a true and fair view of the net profit loss 18 and other financial information in accordance with the recognition ....
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....one Financial Results Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • • Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement res....
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....ere applicable, related safeguards. Other Matters (relevant for Banks) These standalone financial results incorporate the relevant returns of (number) branches including cover % of advances, %/ (number) foreign branches audited by the other auditors specially appointed for this purpose. These branches audited by other auditors % of deposits and % of Non-performing assets as on % of revenue for the quarter ended /for the In conduct of our audit, we have taken note of the unaudited returns in respect of (number) branches certified by the respective branch's management. These unaudited branches cover % of advances, % of deposits period.... and to and % of Non-performing assets as on the quarter ended / for the period ... to and %/% of revenue for Our opinion on the standalone financial results is not modified in respect of above matter. Place of Signature: Date: For XYZ & Co. Chartered Accountants (Firm's Registration No.) Signature (Name of the member signing the audit report) (Designation) (Membership Number) UDIN Page 19 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और व....
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....curities and Exchange Board of India those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group, its associates and jointly controlled entities in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter†paragraph below, is sufficient and appropriate to provide a basis for our opinion. [Insert Emphasis of Matter Paragraph]²² Our opinion is not modified in respect of this matter. Board of Directors' Responsibilities for the Consolidated Financial Results These Consolidated financial results have been prepared on the basis of the consolidated annual financial statements. The Holding Company's Boa....
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.... to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for overseeing the financial reporting process of the Group and of its associates and jointly controlled entities. Auditor's Responsibilities for the Audit of the Consolidated Financial Results Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results. As part of an audit in accordance with SAs, we exercise professional judgment and maint....
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....losures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial results/ financial information of the entities within the Group and its associates and jointly controlled entities to express an opinion on the consolidated financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, in....
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....hed to us by the Board of Directors and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and jointly controlled entities is based solely on such unaudited financial statements/ financial results/ financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements/ financial results/ financial information are not material to the Group. Our opinion on the consolidated financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial results/ financial information certified by the Board of Directors. being the The financial results include the results for the quarter ended balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us. 26 OR being the The financial results include the results for the quarter end....
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....e fact that the consolidated financial results/ financial information for the corresponding year ended as reported in these financial results have been approved by the Bank's/ NBFC's Board of Directors but have not been subjected to audit/ review30 at In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate audited financial statements/ financial results/ financial information of, subsidiaries, associates and jointly controlled entities, the aforesaid financial results: a. include the financial results of the following entities: (to indicate list of entities included in the consolidation); b. are presented in accordance with the requirements of regulation 52 of the Listing Regulations except for the disclosures relating to consolidated Pillar 3 disclosure as including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank's website and in respect of at 29 Regulations be interpreted to include relevant circulars issued by SEBI from time to time. 30 As applicable (for example, in the first ....
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....inancial information of the Group including its associates and jointly controlled entities in accordance with the Accounting Standards/ Indian Accounting Standards specified under section 133 of the Act/ issued by the Institute of Chartered Accountants of India 35, the relevant provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time ('RBI Guidelines') and other accounting principles generally accepted in India and in compliance with regulation 52 of the Listing Regulations. The respective Board of 31 As applicable. 32 In the case of a Bank, which is not incorporated as a Company. 33 If applicable, based on facts and circumstances of the engagement. 34 As applicable. 35 In the case of a Bank, which is not incorporated as a Company. Page 27 of 89 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible fo....
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....n the basis of these consolidated financial results. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Page 28 of 89 • • • • • GBI à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of exp....
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....with those charged with governance of the Bank/ NBFC and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Page 29 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Other Matters The consolidated financial results include the audited financial results of subsidiaries, as at associates and ' jointly controlled entities, whose financial statements/financial results/ financial information reflect Group's share of total assets 36 of R....
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....w by us. 38 36 Figures for total assets to be reported when BS is also presented with the income statements. 37 Figures for total assets to be reported when BS is also presented with the income statements. 38 Use this paragraph where the quarters were subjected to a limited review. Page 30 of 89 OR GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India The financial results include the results for the quarter ended being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year 39. Place of signature: Date: For XYZ & Co. Chartered Accountants (Firm's Registration No.) Signature (Name of the member signing the audit report) 39 Use this paragraph where the quarters were audited. 40 Partner or proprietor, as the case may be. Page 31 of 89 (Designation) 40 (Membership Number) UDIN GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚à¤....
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....®à¤¯ बोरà¥à¤¡ Securities and Exchange Board of India Annex - III-A Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along with Annual Audited Financial Results (Standalone and Consolidated separately) - Statement on Impact of Audit Qualifications for the Financial Year ended March 31 [See Regulation 52 of the Listing Regulations] Audited figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications) I. SI. Particulars No. 1. Turnover/ Total income 2. Total Expenditure 3. Net Profit/ (Loss) 4. Earnings Per Share 5. Total Assets 6. Total Liabilities 7. Net Worth 8. Any other financial item(s) (as felt appropriate by the management) II. Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: b. Type of Audit Qualification: Qualified Opinion/ Disclaimer of Opinion/Adverse Opinion c. Frequency of qualification: Whether appeared first time/ repetitive/ since how long continuing d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: ....
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.... for statement indicating deviation/ variation, if any, is placed as Annex - IV-A to this Chapter. 42 Circular no. SEBI/HO/DDHS/08/2020 dated January 17, 2020. 43 In terms of amendment to the Listing Regulations notified on November 14, 2022. Page 34 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex - IV-A A. Statement of utilization of issue proceeds: Mode Fund of Name Raising of the ISIN (Public Type of Date of raising Issuer issues/ Private placement) instru ment Amount Raised Funds utilized funds Any deviation (Yes/No) If 8 is Yes, then specify the purpose of for which Rema rks, if any the funds were utilized 1 2 3 4 5 6 7 8 9 10 B. Statement of deviation/ variation in use of Issue proceeds: Particulars Name of listed entity Mode of fund raising Type of instrument Date of raising funds Amount raised Remarks Public issue/ Private placement Non-convertible Securities in Rs. crore Report filed for quarter ended Is there a deviation/ variation in....
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....lving facilities like cash credit, from banks/ financial institutions and unlisted debt securities. 3.1.2. 'Default' for the purpose of this circular shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable ('pre-agreed payment date'). Provided that for revolving facilities like cash credit, an entity would be considered to be in 'default' if the outstanding balance remains continuously in excess of the sanctioned limit or drawing power, whichever is lower, for more than 30 days. 3.2. Timing of disclosures: 3.2.1. In case of any default on loans, including revolving facilities like cash credit, from banks/ financial institutions which continues beyond 30 days, the listed entity shall make the disclosure promptly but not later than 24 hours from the 30th day of such default. 44 Circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019. The disclosure formats provided in this circular had become applicable from January 01, 2020. Page 36 of 89 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बà....
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.... the table below shall be made by listed entities, within 7 days from the end of the quarter, if applicable on the last date of any quarter: a. There is any loan including revolving facilities like cash credit from banks/ financial institutions where the default continues beyond 30 days or b. There is any outstanding unlisted debt security under default. Sl. No. Particulars in Rs. crore 1. A. B. 2. A. B. 3. Loans/ revolving facilities like cash credit from banks/ financial institutions Total amount outstanding as on date Of the total amount outstanding, amount of default as on date Unlisted debt securities i.e. NCDs and NCRPS Total amount outstanding as on date Of the total amount outstanding, amount of default as on date Total financial indebtedness of the listed entity including short-term and long-term debt 4. As far as disclosures pertaining to default of listed NCDs and listed NCRPS are concerned, the same would continue to be made as per relevant provisions of the SEBI Regulations and Circulars issued thereunder. Page 38 of 89 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और वि....
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....s a unit and transfers the same to another entity 45 Circular no. CIR/IMD/DF/50/2017 dated May 26, 2017. 46 Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time; and any other circular(s) issued in this regard. 47 In terms of Regulation 2(1)(eee) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, 'specified securities' means equity shares and convertible securities'. Page 39 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (resultant entity), and the resultant entity issues NCDs and/ or NCRPS to the holders of the specified securities of listed entity (i.e. demerged entity) as a consideration under the scheme of arrangement. A listed entity, which has listed its specified securities, (amalgamating entity) is merged with another entity (amalgamated entity), and the amalgamated entity issues NCDs and/ or NCRPS to the holders of the specified securities of listed entity (i.e. amalgamating entity) as a conside....
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.... the Companies Act, 2013. d. In case of secured NCDs, the issuer has created/ shall create an appropriate charge or security, in compliance with the provisions of the NCS Regulations and the Companies Act, 2013. e. All the provisions of Chapter II of the NCS Regulations have been/ shall be complied with. 4.2. After the scheme is sanctioned by the Hon'ble High Court or NCLT and at the time of making application for relaxation under sub-rule (7) of rule 19 of the SCRR: The application for relaxation under sub-rule (7) of rule 19 of SCRR for listing of NCDs and/ or NCRPS shall include a detailed Compliance Report as per format specified in Annex - VI-A, duly certified by the Company Secretary and the Managing Director, confirming compliance of the scheme of arrangement with the various regulatory requirements specified in this regard. 5. The schemes shall be governed by the requirements specified in Listing Regulations and any other law connected therewith and as amended from time to time. Page 41 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोà....
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....the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management. Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors' report. Format Part C of Schedule V of the Listing Regulations Part D of Schedule V of the Listing Regulations Part E of Schedule V of the Listing Regulations C. Annual Secretarial Audit Report and Secretarial Compliance report: 2. Annual secretarial audit report: The following shall be complied with by a listed entity and its material unlisted subsidiaries, as applicable: 2.1. Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires Secretarial Audit by Practicing Company Secretaries (PCS) for listed companies and certain unlisted companies above a certain threshold in Form No. MR-3. 49 BSE Notice No. 20211001-3 dated October 01, 2021 and NSE Circular No. NSE/CML/2021/10 dated September 30, 2021 read with SEBI Circular No. ....
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.... directorship in of Title Name of PANS Mr/the Date Initial date of Ms.) Director DIN and Category& Appointment in of pate Date Cessation appointment of Tenure of birth listed entities including this listed entity [in reference to Regulation 17A(1)] No. Independent directorship in listed entities including this listed entity [in reference proviso regulation 17A(1) of No. memberships in Audi Stakeholder Committee including of No. of post of Chairperson in Audit Stakeholder (s) Committee held in this listed entities listed entity including this listed to to (Refer Regulation 26(1) of Listing Regulations) entity (Refer Regulation 26(1) of Listing Regulations) Whether Regular chairperson appointed Whether Chairperson is related to managing director or CEO SPAN of any director would not be displayed on the website of Stock Exchange. Category means Chairperson and/ or Directors viz. executive/ non-executive/ independent/ Nominee, if a director fits into more than one category write all categories separating them with hyphen. to be filled only for Independent Director. Tenure would mean total period from which Independent direct....
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.... Entity has no related party transactions, the words "N.A." may be indicated. If status is "No" details of non-compliance may be given here. VI. Affirmations 1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. 2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: a. Audit Committee b. C. d. Nomination & Remuneration Committee Stakeholders Relationship Committee Risk management committee (as applicable) 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 4. 5. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of the board of directors may be mentioned here. Name and designation: Company Secretary/ Compli....
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....ity for the review period, to be added. Page 47 of 89 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (f) Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021; (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (h) ... (other regulations as applicable) and circulars/ guidelines issued thereunder; And based on the above examination, I/ we hereby report that, during the Review Period: (a) The listed entity has complied with the provisions of the above Regulations and circulars guidelines issued thereunder, except in respect of matters specified below: SI. Compliance Requirement Deviations No. (Regulations/ circulars/ guidelines including specific clause) Observations/ Remarks of the Practicing Company Secretary (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination o....
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.... Disclosure obligations of listed entities in relation to its Related Party Transactions 52 [See Regulation 23(9) of the Listing Regulations] Regulation 23 of the Listing Regulations prescribes the obligations of ‘high value debt listed entities', pertaining to ‘Related Party Transactions (RPTs)' including formulation of policy on materiality of RPTs, manner on dealing with RPTs, approval by the Audit Committee, disclosure of the same to the Stock Exchange(s) and publication on the entity's website. This Chapter specifies the operational aspects in this regard. 1. Information to be reviewed by the Audit Committee for approval of RPTS: 1.1. The listed entity shall provide the following information, for review of the audit committee, for approval of a proposed RPT: 1.1.1. Type, material terms and particulars of the proposed transaction; 1.1.2. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise); 1.1.3. Tenure of the proposed transaction (particular tenure shall be specified); 1.1.4. Value of the proposed transaction; 1.1.5. The percentage of the liste....
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.....3. Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary, the details specified under point 1.1.6 above; (The requirement of disclosing source of funds and cost of funds shall not be applicable to listed banks/ NBFCs.) 2.4. A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders; 2.5. Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis; 2.6. Any other information that may be relevant. 3. Format for reporting of RPTs to the Stock Exchange The listed entity shall make RPT disclosures every half year, in the format provided at Annex - VIII-A. Page 51 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex - VIII-A53 Format for disclosure of related party trans....
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....ther it involves a loan, inter-corporate deposit, advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type. However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately, without any netting off. 53 Annex to Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021; Page 52 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 6. In case of a multi-year related party transaction: a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column "Value of the related part....
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....zed Stock Exchange(s). 8. The recognized Stock Exchanges may keep in abeyance the action or withdraw the action in specific cases where specific exemption from compliance with the requirements for continuous disclosures/ moratorium on enforcement proceedings has been provided for under any Act, Court/ Tribunal Orders. 9. The above provisions are without prejudice to the power of SEBI to take action under the securities laws. 10. The provisions of the circular ref. no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020, on 'Non-compliance with provisions related to continuous disclosures', shall be applicable for all non-compliances of continuous disclosures under the Listing Regulations, till January 31, 2022. The provisions of the circular ref. no. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021, on the same subject, shall remain in force till this circular comes into effect. 54 Circular No. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021. Page 54 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securitie....
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.... विनिमय बोरà¥à¤¡ Securities and Exchange Board of India to non-convertible securities as prescribed under Regulation 52(6) as notes to financials. Fine payable and/ or other action to be taken for non-compliance in respect of an entity having listed its Non-convertible Securities Regulation 52(7)/ (7A) 1,000 per day (i) Non-submission of statement indicating the utilization of issue proceeds/ material deviation in the use of proceeds. Regulation 53(2) 2,000 per day (j) Non-submission of annual report within the period prescribed under this regulation. Regulation 54(2)/ (3) 1,000 per day (k) Non-disclosure of extent and nature of security created and maintained with respect to secured listed non-convertible debt securities in the financial statements. Regulation 57(1) 2,000 per day per ISIN 1) Non-disclosure of information related to payment obligations. Regulation 57(4) 1,000 per ISIN (m) (n) Non-submission of details of payable interest/ dividend/ principal obligations during the quarter. Regulation 57(5) 1,000 per ISIN (o) (d) (q) Non-submission of certificate confirming the payment....
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....icate fulfilment of payment obligations. regarding 1,000 per day per ISIN 2. In case of 1(a) and 1(b) above, wherein the entity has listed its specified securities and/ or Non-Convertible Securities and/ or Commercial Paper, and if the concerned recognized Stock Exchange(s) has already levied a penalty for non-compliance of Regulation 33 or Regulation 52(1) and/ or Regulation 52(4) of the Listing Regulations under SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, as amended from time to time and/ or Part A of Annex - IX-A of this Chapter, as applicable, then penalty shall not be imposed again for non-submission of disclosures specified at 1(a) and 1(b) above. Page 57 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annex - IX-B Action to be taken in case of non-compliances by issuers of listed Non- convertible Securities and/ or Commercial Paper 1. Every recognized Stock Exchange shall review the compliance status of the entities having listed their Non-convertible Se....
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....nce of such entity. 5. The recognized Stock Exchange(s) shall also advise the non-compliant entity to ensure that the subject matter of non-compliance which has been identified and indicated by the recognized Stock Exchange(s) and any subsequent action taken by the recognized Stock Exchange(s) in this regard shall be placed before the Board Page 58 of 89 GBi à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India of Directors of the entity in its next meeting. Comments made by the board shall be duly informed to the recognized Stock Exchange(s) for dissemination. Page 59 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter X-Format for statements/ reports to be submitted to Stock Exchange(s) by listed entity which has listed its Securitised Debt Instruments55 [See Regulations 82(3) and 82(4) of the Listing Regulations] 1. Regulat....
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....ber Value Total Number Value of loans of loans of loans of loans of loans of loans Original Number/ value of Loans Loans- opening balance Loans Naturally terminated Loans Prepaid Loans Foreclosed Asset Class-2 Total Loans- Closing balance Particulars B2. Yield, maturity & LTV details Original Weighted Average Yield or Coupon Current Weighted Average Yield or Coupon Asset Class-1 Original Weighted Average Maturity Current Weighted Average Maturity Original Loan to Value (LTV) Ratio Current Loan to Value (LTV) Ratio Door-to-door maturity Page 61 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India B3. Credit enhancement details Excess Spread Percentage Excess Spread Amount Over collateral, if any Nature of credit enhancement facilities - whether guarantee/ deposit/ overdraft/ others. If others, please specify - Liquidity facility - First Loss Facility - Second Loss facility Liquidity facility - Opening Balance / Guarantee available at beginning of the month - Closing Bal....
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....ays Overdue 91 to 180 days Overdue > 180 days Interest overdue Future principal due of overdue loans Future interest due of overdue loans - C. Tranche level details (Provide details for every tranche under the pool) Note: The tranches are defined as A1 Tranche, A2 tranche, etc. for illustration purposes. The tranches are required to be named as in the offer document. Particulars A1 Tranche Number of PTCs Original collateral Current collateral C1. General details A2 Tranche A3 tranche A4 Tranche A5 Tranche Page 63 of 89 Particulars Original Principal Outstanding Opening Principal outstanding Principal payments made Principal payments received Principal excess/ Shortfall Closing outstanding Principal Cumulative Principal Shortfalls Previous factor (principal) Current factor (principal) Particulars Original Interest Outstanding Opening interest outstanding Interest payments due Interest payments received closing interest Outstanding Previous factor (interest) Current factor (interest) Current Coupon rate Coupon amount GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और वà¤....
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.... Static Original Pool size Numeric Value of the loans in the pool at the time of issuance Static Current Pool size Numeric Value of the loans in the pool as on date Dynamic Original Weighted Average life Numeric The original weighted average maturity of the loans collateralizing the pool in months weighted by their original principal balance Static Current Weighted Numeric Average Life The current weighted average maturity date of the loans collateralizing the pool in months weighted Dynamic by their current principal balance Door-to-door Numeric maturity The number of months since the date of disbursement till the date of collection of final principal/ interest Dynamic Total billing during Numeric the month Total amount due from all the loans underlying the pool for the month Dynamic Total collections Numeric during the month Total collections pertaining to the dues for the current month Dynamic Cumulative collection A1. Pool Numeric snapshot efficiency ratio Total collections until the current month excluding pre payments/ Total overdues as on date Dynamic (CCER) Excess Spread Numeric Percentage Change in reserve account b....
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....urities code established by an exchange The identified stock exchange/s where the security is listed Static Static Legal Maturity of Date the tranche Rating agency Text The date before which a specific tranche of the security must be repaid in order not to be in default Name of the rating agency or agencies as stated in the prospectus Static Static Original Rating (Indicate all Alphanumeric ratings assigned) The original rating assigned by the rating agency or agencies for each tranche of the pool issued as defined in the prospectus Static Current Rating Alphanumeric Dynamic Record Date Date A2. Tranche snapshot Payment Date Date The rating assigned by the rating agency or agencies for the tranche as on date The date on which registered holders of the security are determined for the purpose of making payments to such registered holders on the next succeeding payment date The periodic date on which the recurring payment of the tranche is scheduled to occur; the period between the 2 payment dates referred to as 'the month' Static Static Numeric The coupon rate for the tranche whether fixed or floating Dynamic In case of fixed intere....
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.... interest Static (coupon or contract rate) and/or other income on the loans collateralizing the pool weighted by the original principal balance of the loans The current weighted average rate of interest Dynamic (coupon or contract rate) and/or other income on the loans collateralizing the pool weighted by the current principal balance of the loans The original weighted average maturity date of the Static loans collateralizing the pool weighted by their original principal balance The current weighted average maturity date of the Dynamic loans collateralizing the pool weighted by their current principal balance The ratio obtained by dividing the Original Total Static Value of the Loans by the weighted average market value of the underlying assets securing the loans The ratio obtained by dividing the current Total Dynamic Value of the Loans by the weighted average market value of the underlying assets securing the loans based on the latest available valuations The number of months since the date of Dynamic disbursement till the date of collection of final principal/interest The amount of funds remaining as a percentage Dynamic (%) of Current Loan Principal Bal....
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....onth Second Loss Numeric facility- Closing Balance Guarantee A "second loss facility" represents a credit Dynamic enhancement providing a second (or subsequent) tier of protection to an SPV against potential losses. Provide the balance of funds on deposit in the Second Loss facility account at the beginning of the month/ Guarantee available at beginning of the month The balance of funds on deposit in the Second Dynamic Loss facility account at the end of the month/ Guarantee available at end of the month available at end of the month Change in reserve Numeric account balance B4. Waterfall Particulars Mechani sm Receipts Data format The difference between the Ending Account Dynamic Balance and the Beginning Account Balance of the month in all credit enhancement accounts taken together such that a positive amount represents a net deposit to the account and a negative quantity represents a net withdrawal from the account Description Nature Prepayment collection Collection of Numeric prepayment premium of deductions Liquid facility Numeric Utilization for current Collections pertaining Numeric to current month Collections pertaining Numer....
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....butors / subordinate pay-outs during the month Transfer to Liquid facility using excess reserves Dynamic after current pay-out Transfer to Second Loss facility using excess Dynamic reserves after current pay-out Transfer to First Loss facility using excess reserves Dynamic after current pay-out Total of all payments made during the month Details of the projected cash flows for every asset class in the pool subdividing the cash flows into interest and principal payments for every month till maturity Dynamic schedule till maturity Numeric Dynamic Cumulative billing Numeric Cumulative total amount due from all the loans Dynamic underlying the pool as on date Cumulative Numeric collections Cumulative total amount collected from all the loans Dynamic underlying the pool as on date Current billing Numeric Total amount due from all the loans underlying the Dynamic pool for the month Billing pertaining to 90 DPD contracts Numeric Total amount due from the loans underlying the pool for the month where interest or principal or both have been due for more than 90 days Dynamic Billing pertaining to repossessed Total amount due from the loans underlying....
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.... Issue size 3 4 Interest Amount to be paid on due date Frequency - quarterly/ monthly 5 Change in frequency of payment (if any) 6 Details of such change 7 Interest payment record date 8 9 10 11 12 Due date for interest payment (DD/MM/YYYY) Actual date for interest payment (DD/MM/YYYY) Amount of interest paid Date of last interest payment Reason for non-payment/ delay in payment c. Details of redemption payments: Particulars Sl. No. 1 ISIN 2 3 4 Type of redemption (full/ partial) If partial redemption, then a. By face value redemption b. By quantity redemption Details If redemption is based on quantity, specify, whether on: Page 73 of 89 Details Sl. No. 5 6 7 8 9 10 11 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Particulars a. Lot basis b. Pro-rata basis Reason for redemption (call, put, premature redemption, maturity, buyback, conversion, others (if any)) Redemption date due to put option (if any) Redemption date due to call option (if any) Quantity rede....
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....er XV of the Companies Act, 2013 deals with compromises, arrangements and amalgamations by companies. This circular is applicable to all listed entities that have listed NCDs/ NCRPS and intend to undertake or are involved in a scheme of arrangement as per Chapter XV of the Companies Act, 2013. The provisions of this circular shall be applicable with immediate effect. 6. An entity that has listed only NCDs/ NCRPS, shall file the draft scheme of arrangement in terms of Regulation 59A along with fees as specified in Clause 2 of Schedule XI of the Listing Regulations. 7. In case an entity has listed both specified securities and NCDs/ NCRPS, a single filing of the draft scheme of arrangement in terms of Regulations 37 and 59A of the Listing Regulations would suffice. However, fees shall be paid in terms of clause 1 of Schedule XI of the Listing Regulations. 56 Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2022/156 dated November 17, 2022; The provisions of the said circular which were to be incorporated as chapter VI-A have been incorporated as chapter XII. Page 75 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति à....
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....tities for the purpose of this circular shall refer to all the entities that have listed NCDs/ NCRPS. Page 76 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (iii) Exit offer to the dissenting holders of NCDs/ NCRPS, if any. (e) Audited financials for the last 3 years (financials not being more than 6 months old) of unlisted entity; (f) Auditor's Certificate in the format specified in Annex - XII-B as per Para (6) below; (g) Detailed Compliance Report as per the format specified in Annex - XII-E duly certified by the Company Secretary, Chief Financial Officer and the Managing Director, confirming compliance with various regulatory requirements specified for scheme of arrangement and all accounting standards. (h) Declaration from the listed entity on any past defaults of listed debt obligations of the entities forming part of the scheme. (i) Declaration from the listed entity as to whether the listed entity or any of its promoters or directors is a willful defaulter. (j) No Objection Certif....
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....47 of the Companies Act, 2013 read with the applicable Rules issued thereunder. 6. Auditor's certificate: 6.1. An auditor's certificate shall be filed certifying the payment/ repayment capability of the resultant entity. This certificate shall also certify that the accounting treatment contained in the scheme is in compliance with all the Accounting Standards specified by the Central Government under Section 133 of the Companies Act, 2013 read with the rules framed thereunder or the Accounting Standards issued by ICAI, as applicable, and other generally accepted accounting principles. Provided that in case of companies where the regulatory authorities of the respective sector have prescribed norms for accounting treatment of items in the financial statements contained in the scheme, the requirements of such regulatory authorities shall prevail. Explanation - For this purpose, where the accounting treatment referred above do not comply with the accounting standards, the company shall disclose, the reasons for such deviations and the financial effects, if any, arising out of such deviation. Further, mere disclosure of deviations in accounting treatments as prescribe....
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.... Exchange(s) on its website within 24 hours of receiving the same. 10. Notice or proposal sent to the holders of NCDs/ NCRPS for seeking approval of scheme: 10.1. The listed entity shall send by email/ speed post (where e-mail is not available), the No-Objection Letter of the Stock Exchange(s), to the holders of NCDs/ NCRPS seeking approval for the Scheme. 10.2. The listed entity shall ensure that in the notice or proposal, it shall disclose pre and post-arrangement details in respect of the following: (a) Expected debt structure; and (b) Fairness opinion obtained in terms of para 2(c) mentioned above. 10.3. The listed entity shall upload the Report on Complaints/ Comments received by the listed entity on the draft scheme of arrangement as provided in Para 7 and the Compliance Report as provided in Para 2(g) above, on the company's website and websites of Stock Exchange(s). 11. Disclosures in the draft scheme of arrangement: The listed entity shall disclose the following information in the draft scheme of arrangement including but not limited to: Page 79 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति à¤....
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....tock Exchange(s) shall provide the 'No-Objection' Letter to SEBI on the draft scheme of arrangement in co-ordination with each other in terms of Regulation 94A of the Listing Regulations within seven working days from the date of receipt of Page 80 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India satisfactory reply from an expert/ entity if any, on clarifications, sought by Stock Exchange(s), as applicable. The Stock Exchanges shall ensure that the maximum number of days taken for providing the 'No-Objection' Letter to SEBI shall not exceed thirty days from the date of receipt of the draft scheme of arrangement. 3. The 'Report on Complaints/ Comments' received on the draft scheme of arrangement in the format specified at Annex - XII-C to this Circular shall be forwarded by the Stock Exchange(s) to SEBI immediately on receipt. 4. The ‘Report on the unpaid dues/ fines/ penalties' shall be forwarded by the Stock Exchange(s) to SEBI along with the draft scheme as per the format specified at ....
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.... the websites of the Stock Exchange(s) where NCDs/ NCRPS are listed, shall also give an advertisement in an English national daily and a regional daily having wide circulation at the place where the registered office of the transferee entity is situated, giving the following details: (a) Name of the Company; (b) Address of Registered Office and Corporate Office of Company; (c) Details of change of name and/ or object clause; (d) Capital structure - pre and post scheme of arrangement. This shall provide details of the authorized, issued, subscribed and paid up capital (Number of instruments, description, and aggregate nominal value); (e) Debt structure - pre and post scheme of arrangement. This shall provide for details such as face value, coupon, tenure, no. of NCDs/ NCRPS issued etc. (f) Name and details of Promoters - educational qualifications, experience, address; (g) Name and details of board of directors (experience including current/past position held in other firms); (h) Business Model/ Business Overview and Strategy; (i) Rationale for scheme of arrangement/ amalgamation/ merger/ reconstruction etc. (j) Latest restated audited financials along with notes to....
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....s that are subject to this Certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of any financial statements of the Company. We carried out our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes, issued by the Institute of Chartered Accountants of India. Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued thereunder and all the applicable Accounting Standards notified by the Central Government under the Companies Act, 2013 and/or the accounting treatment in respect of statement item(s)) as prescribed by regulator) vide its Notification .... (specify the financial (name of the (details of the Notification) which prevail over the accounting treatment for the same as prescribed under the aforesaid Accounting Standards (wherever applicable), except the following: ☠. Page 83 of 89 GB à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°....
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....n 59A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 It is hereby certified that the scheme of arrangement involving (Name of the entities) does not, in any way violate, override or limit the provisions of securities laws or requirements of the Stock Exchange(s) and the same is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, including the following: Sr. Particulars No. Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Compliance with securities laws 1 2 3 Submission of Fairness opinion Submission of Valuation Report 6 7 8 4 Submission of documents to Stock Exchange(s) 5 CO Disclosures in the Scheme of Arrangement Provision of approval of holders of NCDs/ NCRPS through e-voting Grievance redress/ Report on Complaints/ Comments Conditions for schemes of arrangement involving unlisted entities Auditor's certificate regarding payment/ repayment 9 capability compliance with Accounting Standards Whether complied Remarks (YES/NO) Company Secretary Director Managing Certified t....