TaxTMI 
TaxTMI 
Master Circular for listing obligations and disclosure requirements for Non convertible Securities, Securitized Debt Instruments and/ or Commercial Paper (updated as on June 30, 2023)
X X X X Extracts X X X X
X X X X Extracts X X X X
....nts for issuers of listed Non-convertible Securities, Securitized Debt Instruments 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 Master Circular has been prepared. 3. This Master 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 circular. For ease of reference, each chapter of this Master Circular contains footnotes corresponding to the respective erstwhile circulars. Accordingly, the circulars listed at Annex - 1 stand superseded by this Master Circular [Except circulars which were issued to 'all listed entities', which shall continue to apply to entities that have listed specified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 require....
X X X X Extracts X X X X
X X X X Extracts X X X X
....urities Contracts (Regulation) Rules, 1957; 9.4. Regulation 101 of the Listing Regulations. 10. This circular shall come into force with effect from August 1, 2022, unless specifically mentioned otherwise in this circular [Phrase "unless specifically mentioned otherwise in this circular" inserted on June 30, 2023] 11. This Circular is available on SEBI website at www.sebi.gov.in under the category, Legal > Circulars. Yours faithfully, Pradeep Ramakrishnan General Manager Department of Debt and Hybrid Securities +91 - 022 2644 9246 [email protected] Chapter I - Formats for filing financial information [Circular no. SEBI/HO/DDHS/CIR/2021/0000000637 dated October 05, 2021] [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 financ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lumn on corresponding figures will not be applicable, for the half year ended September 2021. Particulars As at (current half year end/ year end date)* As at (previous year end date)* Audited/ Unaudited ** Audited/ Unaudited ** *(dd/mm/yyyy); ** Specify whether figures are audited or unaudited. 3. Format for Statement of Cash Flows on half yearly basis (to be submitted to the Stock Exchange(s) and placed on listed entity's website - regulation 52(2)(f) of the Listing Regulations): 3.1. 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. 3.2. Format: The Statement of Cash Flows shall be in the following format [In case the listed entity did not have the Cash Flow Statement for the half year ended September 2020, the column on corresponding figures will not be applicable, for the half year ended September 2021.]: Particulars ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Revaluation Reserve) 8. Securities Premium Account 9. Net worth 10. Paid up Debt Capital/ Outstanding Debt 11. Outstanding Redeemable Preference Shares 12. Debt Equity Ratio 13. Earnings Per Share (of Rs. _/- each) (for continuing and discontinued operations) - 1. Basic: 2. Diluted: 14. Capital Redemption Reserve 15. Debenture Redemption Reserve 16. Debt Service Coverage Ratio 17. 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 fina....
X X X X Extracts X X X X
X X X X Extracts X X X X
....andalone quarterly and year to date results Review report 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 ab....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sets 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 respect of income recognition, asset classification, provisioning and other related matters. [Insert Emphasis of Matter Parag....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Act). 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 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 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] [If applicable, based on facts and circumstances of the engagement] Our opinion is not modified in respect of this matter. Management's Responsibilities for the Standalone Financial Results These quarterly financial results as well as the year to date standalone financial results have been prepared on the basis of the interim financial statements. The Company's Board of Directors are responsible for the preparation of t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nce 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 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. • 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 expressing an opinion on the effectiveness of the company's internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by th....
X X X X Extracts X X X X
X X X X Extracts X X X X
........................................ Report on the Audit of Standalone financial results Opinion We have audited the accompanying standalone quarterly financial results of .............. (Name of the Bank/ NBFC) ('the Bank/ NBFC') for the quarter ended ................ (date of the quarter end) and the year to date results for the period from .............. to ................ attached herewith, being submitted by the Bank pursuant to the requirement of regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations'), except for the disclosures relating to Pillar 3 disclosure as at ......................, 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 which a link has been provided in the financial results and have not been audited by us. In our opinion and to the best of our information and according to the explanations given to us, these standalone financial results: a. are presented in accordance with the requirements of regulation 52 of the Listing Regulations in this r....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ndard 25 (AS 25)/ Indian Accounting Standard 34 (Ind AS 34) "Interim Financial Reporting" specified under section 133 of the Act/ issued by the Institute of Chartered Accountants of India [In the case of a Bank, which is not incorporated as a Company], 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act/ Banking Regulation Act, 1949 [As applicable] for safeguarding of the assets of the Bank/ NBFC and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and present....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rol. ● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. ● Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank's/ NBFC's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Bank to cease to continue as a going concern. ● Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a mann....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the 'Holding Company') and its subsidiaries (Holding Company and its subsidiaries together referred to as 'the Group'), its associates and jointly controlled entities for the year ended ___________, attached herewith, being submitted by the Holding Company pursuant to the requirement of regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations'). In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements /financial results/ financial information of the subsidiaries, associates and jointly controlled entities, the aforesaid consolidated financial results: a. include the annual 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 in this regard; and c. give a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accep....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ts of the Group and its associates and jointly controlled entities and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Holding Company, as aforesaid. In preparing the consolidated financial results, the respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for assessing the ability of the Group and its associates and jointly controlled entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sclosures made by the Board of Directors. • Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and jointly controlled entities to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates and jointly controlled entities to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation. •....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above. The consolidated financial results include the unaudited financial results of ___________ subsidiaries,____________ associates and _________jointly controlled entities, whose financial statements/ financial results/ financial information reflect Group's share of total assets [Figures for total assets to be reported when BS is also presented with the income statements] of Rs. _________as at _________, Group's share of total revenue of Rs.________ and Rs. ___________ and Group's share of total net profit/ (loss) after tax of Rs. __________and Rs.__________ for the quarter ended _________ and for the period from _________ to ______ respectively, as considered in the consolidated financial results. These unaudited interim financial statements/ financial results/ financial information have been furnished to us by the Board of Directors and our opinion on the consolidated financial results, in so far as it relates t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....aries together referred to as "the Group"), its associates and jointly controlled entities, for the year ended ____________ ("the Statement"), being submitted by the Bank/ NBFC pursuant to the requirement of regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations') [Regulations be interpreted to include relevant circulars issued by SEBI from time to time] except for the disclosures relating to consolidated Pillar 3 disclosure as at ____________, 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 which a link has been provided in the financial results and have not been audited by us. Attention is drawn to the 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/ review. [As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly Financial Results a....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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] [As applicable] Our opinion is not modified in respect of this matter. Board of Directors' Responsibility for Consolidated Financial Results These Consolidated Financial Results have been compiled from the consolidated Annual audited financial statements. The bank's Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the consolidated net profit/ loss [As applicable] and other financial 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 [In the case of a Bank, which is not incorporated as a Company], 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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 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. • 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... them. We remain solely responsible for our audit opinion. We communicate 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. 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, __________ associates and _________ jointly controlled entities, whose financial statements/ financial results/ financial information reflect Group's share of total assets [Figures for total assets to be reported when BS is also presented with the income statements. Figures for total assets to be reported when BS is also p....
X X X X Extracts X X X X
X X X X Extracts X X X X
....arter ended ____________being the 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. [Use this paragraph where the quarters were subjected to a limited review] OR 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. [Use this paragraph where the quarters were audited] For XYZ & Co. Chartered Accountants (Firm's Registration No.) Signature (Name of the member signing the audit report) (Designation) [Partner or proprietor, as the case may be] (Membership Number) UDIN Place of signature: Date: Chapter III - Disclosure of the Impact of Audit Qualifications by Listed Entities [Circular no. CIR/CFD/CMD/56/2016 dated May 27, 2016. The provisions of this circular became applicable for all annual audited standalone/ consolidated financial result....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ions) 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: e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management's estimation on the impact of audit qualification: (ii) If management is unable to estimate the impact, reasons for the same: (iii) Auditors' Comments on (i) or (ii) above: III. Signatories: ● Chief Executive Office....
X X X X Extracts X X X X
X X X X Extracts X X X X
....deviation (Yes/ No) If 8 is Yes, then specify the purpose of for which the funds were utilized Rema rks, if any 1 2 3 4 5 6 7 8 9 10 B. Statement of deviation/ variation in use of Issue proceeds: Particulars Remarks Name of listed entity Mode of fund raising Public issue/ Private placement Type of instrument Non-convertible Securities Date of raising funds Amount raised in Rs. crore Report filed for quarter ended Is there a deviation/ variation in use of funds raised? Whether any approval is required to vary the objects of the issue stated in the prospectus/ offer document? Yes/ No If yes, details of the approval so required? Date of approval Explanation for the deviation/ variation Comments of the audit committee after review Comments of the auditors, if any Objects for which funds have been raised and where there has been a deviation/ variation, in the following table: Original objec....
X X X X Extracts X X X X
X X X X Extracts X X X X
....red 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. 3.2.2. In case of unlisted debt securities i.e. Non-convertible Debentures (NCDs) and Non-convertible Redeemable Preference Shares (NCRPS), the disclosure shall be made promptly but not later than 24 hours from the occurrence of the default. This is in line with the existing disclosure requirements specified for listed debt instruments. 3.2.3. Disclosures specified at Paras 3.2.1 and 3.2.2 shall be made in the format(s) provided in Paras 3.3.1 below. 3.2.4. Further, quarterly disclosures of default shall be made by the listed entities in the format specified in Para 3.3.2 below. 3.3. Disclosure formats: 3.3.1. The following details shall be disclosed by listed entiti....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... A. Total amount outstanding as on date B. Of the total amount outstanding, amount of default as on date 3. 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. Chapter VI - Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of specified securities [Circular no. CIR/IMD/DF/50/2017 dated May 26, 2017] [See Regulations 11, 37 and 94 of the Listing Regulations and Rule 19(7) of the Securities Contracts (Regulation) Rules, 1957] 1. Regulations 11, 37 and 94 of the Listing Regulations create obligations on listed entities and Stock Exchange(s) with respect to Schemes of Arrangement. 2. Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 (SCRR) gives the power to SEBI to relax the strict enforcement of any or all of the requirements with respect to listing of securities on a recognised Stock Exchange, at its discretion. However, SEBI may, ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lgamated entity issues NCDs and/ or NCRPS to the holders of the specified securities of listed entity (i.e. amalgamating entity) as a consideration under the scheme of arrangement. b. It is clarified that only the NCDs and/ or NCRPS issued to the existing holders of listed specified securities, vide the scheme of arrangement, would be eligible for seeking listing. c. However, if the same series/ class of NCDs and/ or NCRPS are also allotted to other investors, other than the allotment done to the holders of listed specified securities as per the scheme of arrangement, then such NCDs and/ or NCRPS would not be eligible for seeking listing, under the provisions of this Chapter. 4.1.2. Tenure/ maturity: The minimum tenure of the NCDs and/ or NCRPS shall be one year. 4.1.3. Valuation Report [As referred in 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]: The Valuation Report shall include valuation of the underlying NCDs and/ or NCRPS to be issued pursuant to the scheme of arrangement. 4.1.4. Disclosures in the draft scheme of a....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 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, 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, including the following: Sl. No. Particulars Whether complied (Yes/ No) Remarks (1) Eligibility for seeking listing of NCDs and/ or NCRPS (2) Tenure/ maturity (3) Valuation Report: (4) Disclosures in the scheme of arrangement (5) Other conditions Company Secretary Managing Director Chapter VII - Formats specifying disclosure of Corporate Governance by 'high value debt listed entities'[BSE Notice No. 20211001-3 dated October 01, 2021 and NSE Circ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rial 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. 2.2. In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall continue to use the same Form No. MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of Listing Regulations. 3. Annual secretarial compliance report: The following shall be complied with by a listed entity: 3.1. While the annual secretarial audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in this circular. 3.2. The format for the annual secretarial compliance report is placed at Annex - VII-B. 3.3. The annual secretarial compliance report in the aforesaid format shall be submitted by ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Stakeholders Relationship Committee' &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. III. Meeting of Board of Directors Date(s) of Meeting (if any) in the previous quarter Date(s) of Meeting (if any) in the relevant quarter *Whether requirement of Quorum met* Number of directors present* Number of independent directors present* Maximum gap between any two consecutive (in number of days) Yes/ No * to be filled in only for the current quarter meetings IV. Meetings of Committees Date(s) of meeting of the committee in the relevant quarter Whether requirement of quorum met (details)* Number of directors present* Number of independent directors present* Date (s) of meeting of the committee in the previous quarter Maximum gap between any two onsecutive meetings in number of days Yes/ No * *To be filled in only for the current quarter me....
X X X X Extracts X X X X
X X X X Extracts X X X X
....- VII-B Secretarial compliance report of [●] [Name of the listed entity] for the year ended (On the letter head of the Practicing Company Secretary) I/We ................... have examined: (a) all the documents and records made available to us and explanation provided by [●] [Name of the listed entity] ("the listed entity"), (b) the filings/ submissions made by the listed entity to the stock exchanges, (c) website of the listed entity, (c) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended [●] ("Review Period") in respect of compliance with the provisions of: (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI"); The specific Regulations [The said list of Regulations is only illustrative. All relevant SEBI Regulations, as may be applicable to the listed entit....
X X X X Extracts X X X X
X X X X Extracts X X X X
..... Observations of the Practicing Company Secretary in the previous reports Observations made in the secretarial compliance report for the year ended ... (The years are to be mentioned) Actions taken by the listed entity, if any Comments of the Practicing Company Secretary on the actions taken by the listed entity Notes: 1. Provide the list of all the observations in the report for the previous year along with the actions taken by the listed entity on those observations. 2. Add the list of all observations in the reports pertaining to the periods prior to the previous year in case the entity has not taken sufficient steps to address the concerns raised/ observations. E.g. In the report for the year ended 31st Mar, 2021, the PCS shall provide a list of: ● all the observations in the report for the year ended 31st Mar, 2020 along with the actions taken by the listed entity on those observations. ● the observations in the reports pertaining to the year ended 31st Mar,2020 and earlier, in case the entity has not taken sufficient steps to address the concerns raised/ ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... secured or unsecured; if secured, the nature of security; and d. the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT. 1.1.7. Justification as to why the RPT is in the interest of the listed entity; 1.1.8. A copy of the valuation or other external party report, if any such report has been relied upon; 1.1.9. Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis; 1.1.10. Any other information that may be relevant. 1.2. The audit committee shall also review the status, of long-term (more than one year) or recurring RPTs, on an annual basis. 2. Information to be provided to shareholders for consideration of RPTs: The notice being sent to the shareholders seeking approval for any proposed RPT shall, in addition to the requirements under the Companies Act, 2013, include the following information as a part of the explanatory statement: 2.1. A summary of the information provided by the management of the listed entity to the audit committee as specified in point 1.1. above; ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ee Note 7) Tenure Nature (loan/ advance/ inter- corporate deposite investment Interest Rate (%) Tenure Secured/ unsecured Purpose for which the funds will be utilised by the ultimate recipient of funds (end usage) Total (of Note 6b) Notes: 1. The details in this format are required to be provided for all transactions undertaken during the reporting period. However, opening and closing balances, including commitments, to be disclosed for existing related party transactions even if there is no new related party transaction during the reporting period. 2. Where a transaction is undertaken between members of the consolidated entity (between the listed entity and its subsidiary or between subsidiaries), it may be reported once. 3. Listed banks shall not be required to provi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s and/ or Commercial Paper. 2. In this regard, a uniform structure has been prescribed for levying of fines and for taking action by the Stock Exchanges, for non-compliance by the issuers. The same is placed at Annex - IX-A and Annex - IX-B. 3. Stock Exchanges may deviate from the uniform structure, if found necessary, only after recording reasons in writing. 4. In case a non-compliant entity is listed on more than one recognized Stock Exchange, the concerned recognized Stock Exchanges shall take uniform action under this circular in consultation with each other. 5. The recognized Stock Exchange(s) shall disclose on their website the action(s) taken against the entities for non-compliance(s); including the details of the respective requirement, amount of fine levied/ action taken etc. 6. The fine as specified in Annex - IX-A shall continue to accrue till the time of rectification of the non-compliance and to the satisfaction of the concerned recognized stock exchange. Such accrual shall be irrespective of any other disciplinary and/ or enforcement action(s) initiated by recognized Stock Exchange(s) and/ or SEBI. 7. The amount of fine realized as per the structure ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ut meeting of shareholders or holders of non-convertible securities. Rs. 5,000 per instance of non- compliance per item. (g) Regulation 52(1)/ 52(2)(a)/ 52(2)(d)/ 52(2)(f) Non-submission of quarterly and year to date standalone financial results on a quarterly basis within the period prescribed under this Regulation under Regulation 52(1)/ Unaudited financial results submitted without limited review report under Regulation 52(2)(a)/ Non-submission of annual audited standalone and consolidated financial results within the period prescribed under Regulation 52(2)(d)/ Non-submission of statement of assets & liabilities and cash flow statement as required under Regulation 52(2)(f). results within the period prescribed under Regulation 52(2)(d)/ Non-submission of statement of assets & liabilities and cash flow statement as required under Regulation 52(2)(f). Rs. 5,000 per day (h) Regulation 52(4)/ 52(6) Non-disclosure of line items prescribed under Regulation 52(4) along with the quarterly/ annual financial results/ non-disclosure of items pertaining to non-convertible securities as prescribed under Regulation 52(6) as notes to financials. Rs. 1,000 per day ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....mercial Paper 1. The recognized Stock Exchange(s) shall take action for non-compliance with continuous disclosure requirements in terms of Chapter XVII of the SEBI Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, by an entity having listed Commercial Paper as under: Sl. No. Clause Fine payable and/ or other action to be taken for non-compliance in respect of an entity having listed Commercial Paper (a) Non-submission of financial results within the prescribed period. Rs. 5,000 per day (b) Non-disclosure of line items prescribed under Regulation 52(4) of the Listing Regulations along with the financial results. Rs. 1,000 per day (c) Non-submission of certificate regarding fulfilment of payment obligations. Rs. 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/....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... pays the fine levied. Further, if the non-compliant entity subsequently complies with the respective requirement(s) and pays the fine levied, in terms of this Circular, the concerned recognized Stock Exchange(s) shall display on their website compliance and status of fines paid by such entity. Simultaneously, the concerned recognized Stock Exchange(s) shall intimate other recognized stock exchange(s), other entities allowed to act as Electronic Book Provider (EBP), regarding compliance 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 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. Chapter X - Format for statements/ reports to be submitted to Stock Exchange(s) by listed entity which has listed its Securitised Debt Instruments [Circular No. CIR/IMD/DF1/10/2015 dated November 27, 2015; the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Stock exchange Legal Maturity of tranche Rating agency Original Rating Current Rating Record Date Payment Date Coupon rate Principal excess/shortfalls Interest excess/shortfalls B. Pool level details Note: - The asset classes are defined as Asset class-1, Asset Class-2 etc. for illustration ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....y Liquidity facility - Opening Balance / Guarantee available at beginning of the month - Closing Balance / Guarantee available at end of the month First Loss facility - Opening Balance / Guarantee available at beginning of the month - Closing Balance / Guarantee available at end of the month Second Loss facility - Opening Balance / Guarantee available at beginning of the month - Closing Balance / Guarantee available at end of the month Change in reserve account balance B4. Waterfall mechanism Receipts Collections pertaining to current billing Collections pertaining to previous overdues Prepayment collection Collection of prepayment premium Other collections net of deductions Liquidity facility - Utilization for current pay-out First Loss facility - Utilization for current pay-out &....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lections pertaining to repossessed contracts Collection pertaining to < 90 DPD Prepayment collection Collection of prepayment premium Other collections net of deductions Closing overdues Closing pertaining to repossessed contracts Overdues pertaining to other contracts Profit / Loss on Repossession Contracts Cumulative collection efficiency ratio (CCER) B7. Details of overdue loans Assets Class-1 Particulars Total overdue Overdue up to 90 days Overdue 91 to 180 days Overdue> 180 days Number of loans Principal overdue Interest overdue Future principal due of overdue loans &nbs....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ove format shall be furnished for top 20 loans in descending order of value of principal outstanding. Explanation of terms A. Snapshot A1. Pool snapshot Particulars Data format Description Nature Originator Text Name of the originator including the group to which it belongs, if applicable Static SPDE Text Special Purpose Distinct Entity as defined in SEBI (Public Offer and Listing of Securitized Debt Instruments) Regulations, 2008 Static Asset class Text The asset class (es) underlying the securities e.g. Home loans/Auto loans, etc. Nomenclature and classification of asset classes shall be as defined by the issuer in the offer document Static Deal Structure Text Whether the structure of the deal is par/premium structure 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 aver....
X X X X Extracts X X X X
X X X X Extracts X X X X
....underlying assets securing the loans Static Current 'weighted average LTV(Loan-to value) Numeric The ratio obtained by dividing the current Total Value of the Loans by the weighted average market value of the underlying assets securing the loans based on the latest available valuations. Where valuation is not available, estimates/self-assessments may be used. Dynamic Particulars Data format Description Nature Total number of overdue loans Numeric Cumulative loans overdue as on the last date of the month Dynamic Initial weighted average seasoning Numeric Weighted average of the holding period in months of the securitized loans by originator prior to securitization weighted by original principal balance Static A2. Tranche snapshot Tranche Class Name Alphanumeric The designation (letter(s) and/or number(s)) given to the tranche Static ISIN Numeric The security identification code assigned to the class/tranche of security pursuant to the securities code established by an exchange Static Sto....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d which were due for termination during the month Dynamic Loans prepaid Numeric Number & value of loans pre-paid before the maturity of the loans during the month Dynamic Loans foreclosed Numeric Number & value of loans foreclosed during the month Dynamic Loans-closing balance Numeric Number & value of securitized loans in the pool at the end of the month Dynamic B2. Yield, maturity & Original Weighted Average Yield or Coupon Numeric The original weighted average rate of interest (coupon or contract rate) and/or other income on the loans collateralizing the pool weighted by the original principal balance of the loans Static LTV details Current Weighted Average Yield or Coupon Numeric The current weighted average rate of interest (coupon or contract rate) and/or other income on the loans collateralizing the pool weighted by the current principal balance of the loans Dynamic Original Weighted Average Life Numeric The original weighted average maturity date of the loans collateralizing the pool weighted by their original principal balance Static Current Weighted Average Life Numeric The current w....
X X X X Extracts X X X X
X X X X Extracts X X X X
....onth Numeric The balance of funds on deposit in the Liquid facilities account at the end of the month/ Guarantee available at end of the month Dynamic First Loss facility- Opening Balance / Guarantee available at beginning of the month Numeric A 'first loss facility' represents the first level of financial support to a SPV as part of the process in bringing the securities issued by the SPV to investment grade. Provide the balance of funds on deposit in the First Loss Facility account at the beginning of the month/ Guarantee available at beginning of the month Dynamic First Loss Facility - Closing Balance / Guarantee available at end of the month Numeric Balance of funds on deposit in the First Loss Facility account at the end of the month/ Guarantee available at end of the month Dynamic Second Loss Facility - Opening Balance / Guarantee available at beginning of the month Numeric A "second loss facility" represents a credit 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/ Gua....
X X X X Extracts X X X X
X X X X Extracts X X X X
....arges incurred by Designated Bank for the month Dynamic Liquidity Facility Fee/ Interest Numeric Fee/ Interest for maintaining liquidity facility the month Dynamic Collection and Processing Agent fees Numeric Collection and Processing Agent fees paid out for the month Dynamic Particulars Data format Description Nature Miscellaneous payments Numeric Any miscellaneous payments not included above Dynamic Payment to Senior Contributors (A1, A2, A3, etc. tranche holders) Numeric Payment made to each class of tranche holders during the month Dynamic Payment of excess to Residual Contributors/ Subordinate Pay-outs Numeric Payment of excess made to the residual contributors / subordinate pay-outs during the month Dynamic Payments to Liquidity facility Numeric Transfer to Liquid facility using excess reserves after current pay-out Dynamic Payments to Second Loss facility Numeric Transfer to Second Loss facility using excess reserves after current pay-out Dynamic Payments to First Loss facil....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... other collections excluding the loans mentioned in the above row Dynamic Prepayment collection Numeric Total prepayments received from the loans underlying the pool during the month Dynamic Collection of prepayment premium Numeric Total Prepayment Premium collected pertaining to the loans pre-paid during the month Dynamic Particulars Data format Description Nature Other collections net of deductions Numeric Other collections from the loans except for the ones mentioned above net of deductions Dynamic Closing overdues Numeric Total loans overdue as on date Dynamic Closing pertaining to repossessed contracts Numeric Total loans overdue as on date pertaining to repossessed contracts Dynamic Overdues pertaining to other contracts Numeric Total loans overdue as on date pertaining to contracts other than repossessed contracts Dynamic Profit/ Loss on Repossession Contracts Numeric Any Profit/ Loss made on Repossession Contracts during the month Include profit/ Loss in parenthesis ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r notional, balance of the principal of the tranche at the beginning of the month Dynamic Principal payments due Numeric The total amount of principal payments due during the month Dynamic Principal payments made Numeric The total amount of principal payments made during the month Dynamic Principal excess/ Shortfall Numeric The par, or notional, balance of the tranche at the end of the month Dynamic Closing outstanding Principal Numeric The difference between the amount of Total Scheduled Principal distribution and the amount of principal paid to the tranche during the month Specify excess or shortfall in parenthesis alongside the figure. Dynamic Particulars Data format Description Nature Cumulative Principal Shortfalls Numeric The cumulative amount of Principal Shortfall as on date Dynamic Previous factor (principal) Numeric Total principal Outstanding at beginning of month / Original Principal Outstanding Dynamic C....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nge) Text Whether the rating of the tranche has been upgraded/ downgraded by any rating agency in comparison with the initial rating Dynamic 1st change/ 2nd change, etc. Alphanum eric Mention every subsequent changed rating received by the instrument till date Dynamic Current Rating Alphanum eric The rating assigned by the rating agency or agencies for the tranche as on date for all rating agencies Dynamic C5. Future cash flows schedule till maturity Details of future cash flows for every tranche Numeric Details of the projected cash flows for every tranche subdividing the cash flows into interest and principal payments for every month till maturity Dynamic D. Loan level details D1. Loan level data Particulars Data format Description Nature Asset Class Text Name of the asset class to which the loan belongs. E.g. (Home loan, 2-wheeler loan, etc.) Static Original Principal balance Numeric Original principal balanc....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the amount of principal payments overdue on the loan at the end of the month Dynamic If overdue, interest overdue till date Numeric If the loan is overdue, mention the amount of interest payments overdue on the loan at the end of the month Dynamic Chapter XI - Formats relating to review of rating and payment obligations [See Regulations 55 and 57 of Listing Regulations] 1. Regulation 55 of the Listing Regulations mandates review of rating obtained from a Credit Rating Agency at least once a year. Regulation 57 of the Listing Regulations prescribes certain intimation/ submissions to be made by the listed entity to the Stock Exchange(s) concerning the payment of interest/ dividend/ principal obligations for Non-convertible Securities. 2. The formats in this regard are given below: 2.1. Format for submission under Regulation 55 Details of credit rating Current rating details Sr. No. ISIN Name of the Credit Rating Agency Credit rating assigned Outlook (Stable/ Positive/ Negative/ No Outlook) Rating Action New/ Upgrade/ Downgrade/ Re- Affirm/ Other) Specify other rating action ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....hrough insertion of Regulation 59A and 94A with respect to Scheme(s) of Arrangement by entities who have listed their NCDs/ NCRPS. 2. Regulation 59A of the Listing Regulations provides that the listed entity that has listed NCDs or NCRPS, which intends to undertake a scheme of arrangement or is involved in a scheme of arrangement shall file the draft scheme with Stock Exchange(s) for obtaining the No-Objection Letter, before filing such scheme with any court or Tribunal. Regulation 94A of the Listing Regulations requires the designated Stock Exchange to forward such draft schemes to SEBI in the manner prescribed by SEBI. 3. It is pertinent to note that Regulation 11 of the Listing Regulations, inter-alia, provides that any scheme of arrangement/ amalgamation/ merger/ reconstruction/ reduction of capital etc. to be presented to any Court or Tribunal, does not in any way violate, override or limit the provisions of securities laws or requirements of the Stock Exchanges. 4. This chapter contains the operational aspects with reference to scheme(s) of arrangement by entities who have listed their NCDs/ NCRPS. The details of the requirements to be complied with including formats....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ing nationwide trading terminals. One of the Stock Exchange(s) having nationwide trading terminals shall provide a platform for dissemination of information of such schemes and other documents required under this circular. For such purpose, Stock Exchange(s) having nationwide trading terminals may charge reasonable fees from such entities. 2. Submission of Documents: The listed entity shall submit the following documents to the Stock Exchange(s): (a) Draft scheme of arrangement/ amalgamation/ merger/ reconstruction, etc. (b) Valuation Report as per Para (5) below, accompanied by an undertaking from the listed entity stating that no material event impacting the valuation has occurred during the intervening period of filing the scheme documents with the Stock Exchange(s) and period under consideration for valuation. (c) Fairness opinion on the valuation of assets done by a registered valuer for the entities involved in the scheme of arrangement from a SEBI registered Merchant Banker. (d) Report from the board of directors of the listed entity recommending the draft scheme, taking into consideration, inter-alia, the Valuation Report and ensuri....
X X X X Extracts X X X X
X X X X Extracts X X X X
....proval for the scheme. (b) The accuracy and adequacy of such disclosures shall be certified by the SEBI registered merchant banker after following the due diligence process. Such disclosures shall also be submitted to the Stock Exchange(s) for uploading on their websites. (c) Unlisted entities can be merged with a listed entity only if the listed entity is listed on a Stock Exchange having nationwide trading terminals. 5. Valuation Report: All listed entities are required to submit a valuation report from a Registered Valuer. In case of scheme of arrangement between listed and unlisted entities, the listed entity is required to submit a valuation report on behalf of unlisted entity, from a Registered Valuer. For the purpose of this clause, the Registered Valuer shall be a person, registered as a valuer, having such qualifications and experience and being a member of an organization recognized, as specified in Section 247 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. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....enalties imposed by SEBI, Stock Exchange(s) and the Depositories have been paid/ settled before filing the draft scheme with the designated Stock Exchange. 8.2. In case of unpaid dues/ fines/ penalties, the listed entity shall submit to Stock Exchange(s) a 'Report on the Unpaid dues/ fines/ penalties' which shall contain the details of such unpaid dues/ fines / penalties in the format given in Annex - XII-D to this Circular, along with the draft scheme. 9. Disclosure on the website: 9.1. The listed entity shall disclose the draft scheme of arrangement and all the documents specified under para (2) above on its website simultaneously while filing it with the Stock Exchange(s). 9.2. The listed entity shall also disclose the No-Objection Letter of the Stock 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 e....
X X X X Extracts X X X X
X X X X Extracts X X X X
....LT for sanction is required at any stage, the facility for e-voting shall be provided after the disclosure of all material facts in the notice including No-Objection Letter as referred to in para 10.1 above. B. Obligations of the Stock Exchange: 1. The designated Stock Exchange, upon receipt of the draft scheme of arrangement and documents referred to at para A(2) above shall: 1.1 Forward the same to SEBI within three working days from the date of receipt of the draft scheme; and 1.2 Send the first set of queries, seeking clarifications, if any, from the registered valuer or the statutory auditors/ listed entity, as applicable within ten working days from the date of receipt of the draft scheme. 2. The Stock 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 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 'N....
X X X X Extracts X X X X
X X X X Extracts X X X X
....re completed and trading commences within sixty days of receipt of the order of the NCLT, simultaneously on all the Stock Exchange(s) where the NCDs/ NCRPS are listed. Before the commencement of trading, the listed entity/ resultant entity, in addition to disclosing the information in the form of an information document on 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 Pr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d regulations, including applicable Accounting Standards as aforesaid, is that of the boards of directors of the Companies involved. Our responsibility is to examine and report whether the Draft Scheme complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or in connection with the services 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 t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Stock Exchange(s) in terms of Regulation 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. No. Particulars Whether complied (YES/ NO) Remarks 1 Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Compliance with securities laws 2 Submission of Valuation Report 3 Submission of Fairness opinion 4 Submission of documents to Stock Exchange(s) 5 Disclosures in the Scheme of Arrangement 6 Provision of approval of holders of NCDs/ NCRPS through e-voting 7 Grievance redress/ Report on Complaints/ Comments 8 Conditions for ....